SECURITIES AND EXCHANGE COMMISSION

Agency decision

Ask Donna

What actually matters in this document.

Text

Washington, D.C.

SECURITIES EXCHANGE ACT OF 1934

Release No. 105580 / May 29, 2026

Admin. Proc. File No. 3-20917

In the Matter of

THE NORTHGATE NOBLES

GREENHOUSEABE FOREIGN

GRANTOR TRUST

OPINION OF THE COMMISSION

TRANSFER AGENT PROCEEDING

Grounds for Remedial Action

Inaccurate Form TA-1

Registered transfer agent willfully violated securities laws by filing an inaccurate

registration application on Form TA-1. Held, it is in the public interest to revoke transfer

agent’s registration.

APPEARANCES:

Samantha M. Williams, for the Division of Enforcement.

On June 30, 2022, the Securities and Exchange Commission issued an order instituting

administrative proceedings (the “OIP”) against the Northgate Nobles GreenhouseABE Foreign

Grantor Trust (the “Trust”) under Section 17A(c)(3) of the Securities Exchange Act of 1934. 1

We now deem the Trust to be in default, deem the OIP’s allegations to be true, and revoke the

Trust’s transfer agent registration.

Background

The Trust registered as a transfer agent in 2020 using a false principal office

address and has made no transfer agent filings since.

On April 3, 2020, the Trust filed a Form TA-1 to register with the Commission as a

transfer agent. Imhotep El Bey—the Trust’s CFO, Vice President/Transfer Agent, and

Treasurer—signed the form. 2 Where Form TA-1 directs applicants to provide the address of

their “principal office where transfer agent activities are, or will be, performed,” the Trust

provided a partial address in Largo, Maryland—which identified the city, state, suite number,

and zip code but not the street name or number (the “Incomplete Postal Address”).

The Division of Enforcement filed a declaration and exhibits in this proceeding showing

that the Incomplete Postal Address corresponds solely with post office boxes at a U.S. Post

Office in Largo, Maryland. Moreover, the Trust’s CEO, Noble Malaqi Yusef El Bey, and a

Director of the Trust, Donald Wilson, Jr., 3 both signed a 2019 Form D on behalf of an entity

called the Acacia Tree Temple, listing the same Incomplete Postal Address in its contact

information. 4 Wilson’s personal contact information on the same form supplied the missing

Northgate Nobles GreenhouseABE Foreign Grantor Tr., Exchange Act Release

No. 95185, 2022 WL 2357047 (June 30, 2022).

https://www.sec.gov/Archives/edgar/data/1808170/000177677020000002/000177677020-000002-index.htm (filing detail page for Trust’s Form TA-1 filing). We take official notice

from our “public official records” of the cited EDGAR filings, and of other “material fact[s]

which might be judicially noticed by a district court of the United States” identified herein.

See Rule of Practice 323, 17 C.F.R. § 201.323; Powers v. Treasure Hunt.Gov, No. 4:21CV483WS-MAF, 2021 WL 12180658, at *1 (N.D. Fla. Dec. 7, 2021) (taking judicial notice that

address was a post office address).

See Trust’s Form TA-1 (listing “Donald Berresford Wilson Jr” as a Bailor and Director

and the “Donald Berresford Wilson Jr, Estate” as an entity that “wholly or partially finance[d]”

the [Trust’s] business).

https://www.sec.gov/Archives/edgar/data/1776770/000177677019000001/000177677019-000001-index.htm (filing detail page for Acacia Tree Temple Form D filed July 12, 2019);

see also Filing a Form D Notice, https://www.sec.gov/resources-small-businesses/exemptofferings/filing-form-d-notice (“Form D is used to file a notice of an exempt offering of

securities with the SEC.”).

street name and number of the Maryland post office, yielding its complete address (the “Post

Office Address”).

Since filing its Form TA-1, the Trust has never amended its registration application, filed

an annual report on Form TA-2, or made any other filing with the Commission. 5

The Commission instituted this proceeding against the Trust.

On June 30, 2022, the Commission issued the OIP, which alleged that the Trust willfully

violated Exchange Act Section 17A(d)(1), 6 and Exchange Act Rule 17Ac2-1(a), 7 by misstating

its principal office address on its registration Form TA-1.

The Trust failed to answer the OIP or otherwise participate in these proceedings.

The Trust was properly served with the OIP on July 2, 2022, by certified mail addressed

to Imhotep El Bey at the Post Office Address. 8 The Trust did not file an answer within 20 days

of service, as required by the OIP. 9 The Commission then ordered the Trust to show cause why

it should not be deemed in default for failing to answer the OIP or otherwise defend this

proceeding. 10 The show cause order warned the Trust that, if the Commission deemed it to be in

default, the allegations in the OIP could be deemed to be true and the Commission could

determine the proceeding against the Trust upon consideration of the record. The Division

moved the Commission to deem the Trust in default and revoke its transfer agent registration,

serving the motion on the Trust at the contact information provided on its Form TA-1. The Trust

https://www.sec.gov/edgar/browse/?CIK=1808170 (public EDGAR page showing no

filings by the Trust other than its Form TA-1).

15 U.S.C. § 78q-1(d)(1).

17 C.F.R. § 240.17Ac2-1(a).

See Rule of Practice 141(a)(2)(iii), 17 C.F.R. § 201.141(a)(2)(iii) (permitting notice of an

OIP to be provided to a registered transfer agent by sending a copy of the OIP to its registered

address “by U.S. Postal Service certified, registered or express mail and obtaining a confirmation

of attempted delivery”). We find that the Post Office Address is the complete form of the

Incomplete Postal Address and a proper service address in this proceeding. See supra, Sec. I.A.

Northgate Nobles GreenhouseABE Foreign Grantor Tr., 2022 WL 2357047, at *4;

see also Rule of Practice 160(b), 17 C.F.R. § 201.160(b) (providing that “three days shall be

added to the prescribed period for response” if service is made by mail).

Northgate Nobles GreenhouseABE Foreign Grantor Tr., Exchange Act Release

No. 95440, 2022 WL 3138583 (Aug. 5, 2022).

did not respond to the show cause order, the Division’s motion, or a renewed order to show

cause. 11

II.

Analysis

We deem the Trust to be in default and deem the OIP’s allegations to be true.

Rule of Practice 155(a) provides that if a respondent fails to “answer, to respond to a

dispositive motion within the time provided, or otherwise to defend the proceeding,” we may

deem the respondent to be in default and determine the proceeding against it “upon consideration

of the record, including the order instituting proceedings, the allegations of which may be

deemed to be true.” 12 Because the Trust failed to answer the OIP or respond to the show cause

orders and the Division’s motion, we deem the Trust to be in default and deem the allegations of

the OIP to be true. We base our findings on the record, including the OIP’s allegations (deemed

true), materials subject to official notice, and evidence that the Division submitted to support its

motion.

It is appropriate to revoke the Trust’s transfer agent registration.

Exchange Act Section 17A(c)(3) authorizes us to revoke the registration of a transfer

agent if we find, after notice and opportunity for hearing, that (1) the transfer agent willfully

violated the Exchange Act or one of its rules and (2) revocation is in the public interest. 13 For

the reasons below, we find that these requirements are satisfied.

The Trust willfully violated Exchange Act Rule 17Ac2-1(a) and Exchange

Act Section 17A(d)(1) by listing a false address on its registration application

Form TA-1.

The record shows that the Trust violated Exchange Act Rule 17Ac2-1(a) by falsely

stating on its application for registration as a transfer agent that its principal office was located at

a United States post office. Rule 17Ac2-1(a) provides that an application for registration as a

transfer agent “shall be filed with the Commission on Form TA-1, in accordance with the

Northgate Nobles GreenhouseABE Foreign Grantor Tr., Exchange Act Release

No. 98311, 2023 WL 5830449 (Sept. 7, 2023) (noting that the earlier show cause order may not

have been properly served). The renewed order was, however, properly served.

17 C.F.R. § 201.155(a); see also Rule of Practice 220(f), 17 C.F.R. § 201.220(f)

(providing that, a respondent that “fails to file an answer required by this section within the time

provided . . . may be deemed in default” under Rule 155(a)).

See 15 U.S.C. § 78q-1(c)(3)(A) (cross-referencing Exchange Act Section 15(b)(4)(D),

15 U.S.C. § 78o(b)(4)(D) (applicable to violations of Exchange Act provisions and rules)).

instructions contained therein.” 14 Form TA-1 Instruction II.C.3. directs an applicant to state

“[i]n Question 3.c. the full address of [its] principal office where transfer agent activities are, or

will be, performed,” and cautions that “a post office box number is not acceptable.” 15 Because

the Trust did not provide the address where it performed its transfer agent activities, it violated

Rule 17Ac2-1(a).

The record also shows that the Trust acted with scienter in violating Exchange Act

Rule 17Ac2-1(a), and thus acted willfully. Although courts have provided varying definitions of

what “willfulness” means in the securities law context, 16 acting with scienter constitutes

willfulness. 17 The Trust’s scienter is established here by what its own officer knew when he

signed the Form TA-1. 18 Imhotep El Bey—the Trust’s CFO, Vice President/Transfer Agent, and

Treasurer—signed the registration form listing the Incomplete Postal Address as the Trust’s

principal office. As a senior officer of the Trust, El Bey necessarily knew that the Trust did not

operate from a post office and therefore knew that the address was false. Because Imhotep El

Bey intentionally made a false statement on the Trust’s Form TA-1, the Trust acted with

17 C.F.R. § 240.17Ac2-1(a); see also https://www.sec.gov/files/formta-1.pdf at 1

(directing the applicant to “[r]ead all instructions before completing this form”) [hereinafter

“Form TA-1”].

Form TA-1 at 30.

See, e.g., Robare Grp., Ltd. v. SEC, 922 F.3d 468, 479 (D.C. Cir. 2019) (holding that

statutory text making it unlawful “willfully to omit any material fact from a Form ADV . . .

signals that the Commission had to find, based on substantial evidence, that at least one of

TRG’s principals subjectively intended to omit material information from TRG’s Forms ADV”

(cleaned up)); Mathis v. SEC, 671 F.3d 210, 218 (2d Cir. 2012) (rejecting petitioner’s “argument

that a finding of ‘willfulness’ under [Exchange Act] § 3(a)(39)(F) would have required a

determination that [petitioner] was aware that he was violating a particular rule or regulation”);

Wonsover v. SEC, 205 F.3d 408, 414 (D.C. Cir. 2000) (defining willfulness as “intentionally

committing the act which constitutes the violation” (citation omitted)).

See Robare, 922 F.3d at 479-80; Bennett Grp. Fin. Servs., Exchange Act Release

No. 80347, 2017 WL 1176053, at *4 n.30 (Mar. 30, 2017) (finding that scienter demonstrates

that violations were willful), abrogated in part on other grounds by Lucia v. SEC, 585 U.S. 237

(2018).

Cf. Warwick Capital Mgmt., Inc., Advisers Act Release No. 2694, 2008 WL 149127,

at *9 n.33 (Jan. 16, 2008) (“A company’s scienter is imputed from that of the individuals

controlling it.”).

scienter, 19 and thus willfully. 20 Because the Trust willfully violated Rule 17Ac2-1(a) by filing a

false Form TA-1, the Trust also willfully violated Exchange Act Section 17A(d)(1), which

prohibits a registered transfer agent from engaging in any activity as a transfer agent that

contravenes a Commission rule or regulation.

Beyond the Form TA-1 misstatement, the OIP’s allegations, deemed true, further

establish that the Trust violated the Exchange Act and its rules by failing to amend the

Trust’s Form TA-1 to correct its inaccurate address as required by Exchange Act Rule 17Ac21(c); 21 file annual reports on Form TA-2 for 2020 and 2021 as required by Exchange Act

Rule 17Ac2-2(a); 22 and make records available for examination by Commission representatives

in response to their repeated requests as required by Exchange Act Section 17(a)(1) and (b)(1). 23

We need not (and do not) resolve whether these additional violations were willful, because the

Trust’s willful filing of a false Form TA-1 provides a sufficient statutory basis for determining

whether remedial sanctions are in the public interest.

Revoking the Trust’s registration is in the public interest.

Having found that the Trust willfully violated the Exchange Act and its rules, we turn to

whether it is in the public interest to impose remedial sanctions. In doing so, we consider the

egregiousness of the respondent’s actions, the isolated or recurrent nature of the infraction, the

degree of scienter involved, the sincerity of the respondent’s assurances against future violations,

the respondent’s recognition of the wrongful nature of its conduct, and the likelihood that the

Cf. Brian Madison Carnes Tr., Exchange Act Release No. 100192, 2024 WL 2293867,

at *4 (May 21, 2024) (finding respondent acted with scienter when filing inaccurate Form TA-1).

See Brandon Rawls Tr., Exchange Act Release No. 100446, 2024 WL 3249197, at *3

(June 28, 2024) (finding same violation where transfer agent listed post office address on

Form TA-1).

17 C.F.R. § 240.17Ac2-1(c) (providing that if any information that a transfer agent has

provided on its Form TA-1 “becomes inaccurate, misleading, or incomplete,” the transfer agent

“shall correct” that information “by filing an amendment within sixty days” after “the

information becomes inaccurate, misleading, or incomplete”).

17 C.F.R. § 240.17Ac2-2(a) (requiring “[e]very transfer agent registered on

December 31” to file an annual report on Form TA-2 by March 31 of the following year).

15 U.S.C. § 78q(a)(1) (requiring registered transfer agents to make, keep, and furnish to

the Commission certain records as it prescribes by rule), (b)(1) (providing that “all records” of a

registered transfer agent “are subject at any time” to “reasonable” examination by Commission

representatives).

respondent’s occupation will present opportunities for future violations. 24 Our public interest

inquiry is flexible, with no single factor being dispositive. 25 The remedy is intended to protect

the trading public from further harm, not to punish the respondent. 26

Weighing these factors, we find that revoking the Trust’s registration as a transfer agent

is in the public interest. The Trust’s conduct was serious, recurrent, and willful. The Trust filed

an application for registration that contained a false address—and it did so knowingly. In the

years following that registration, the Trust has never made another required filing with the

Commission: it never amended its registration statement to correct its false address, 27 and it

never filed any of its six required annual reports that have become due. 28 The Trust also never

responded to multiple Commission requests for records, even after Commission staff notified the

Trust that it had opened an examination.

These violations were serious—regardless of their willfulness—because the Commission

depends on accurate, timely filings to perform its core oversight functions: determining whether

to approve registration applications; 29 maintaining reliable contact with transfer agents to

conduct examinations; 30 and monitoring their operations through annual reports. 31 The Trust

Steadman v. SEC, 603 F.2d 1126, 1140 (5th Cir. 1979), aff’d on other grounds,

450 U.S. 91 (1981); see also Phlo Corp., Exchange Act Release No. 55562, 2007 WL 966943,

at *12 (Mar. 30, 2007) (applying these factors in revoking transfer agent’s registration).

Tzemach David Netzer Korem, Exchange Act Release No. 70044, 2013 WL 3864511,

at *4 (July 26, 2013).

McCarthy v. SEC, 406 F.3d 179, 188 (2d Cir. 2005).

Cf. Fidelity Transfer Servs., Inc., Exchange Act Release No. 94545, 2022 WL 969898,

at *6 (Mar. 29, 2022) (finding transfer agent’s misconduct egregious and recurrent where, among

other things, it failed to update its Form TA-1 for more than five years and did not file or filed

late its required annual reports).

See Nature’s Sunshine Prods., Inc., Exchange Act Release No. 59268, 2009 WL 137145,

at *5 & n.23, *6 n.27 (Jan. 21, 2009) (finding that we may consider “matters that fall outside the

OIP in assessing appropriate sanctions,” such as a respondent’s failure to file additional required

reports with the Commission) (comma omitted).

See Form TA-1 at 32 (stating that “[d]isclosure to the [Commission] of the information

requested in Form TA-1 is a prerequisite to the processing of” that form and that the Commission

uses that information to determine whether it “should permit an application for registration to

become effective or should deny, accelerate or postpone registration of an applicant”).

See Fidelity Transfer Servs., 2022 WL 969898, at *5 (stating that accurate contact

information is “essential to our staff’s ability to carry out its Exchange Act oversight function”).

Revised Transfer Agent Form and Related Rule, Exchange Act Release No. 41204,

1999 WL 156334, at *1 (Mar. 23, 1999); (explaining the essential function that annual Forms

knowingly deprived the Commission of information necessary to perform these first two

functions by providing a false business address in its registration application. And even if not

done intentionally, the Trust’s subsequent years-long failure to correct that address or file any

annual reports has denied the Commission more of the essential information it needs to carry out

its regulatory role. And the Trust’s failure to respond to Commission staff requests for records—

requests that Commission staff directed to the very contact information that the Trust itself

provided in its registration—compounded this harm, leaving the Commission with no means of

assessing the Trust’s transfer agent activities. 32

Because it has defaulted in this proceeding, the Trust has offered no assurances against

future violations or recognition of the wrongful nature of its conduct. Rather, the Trust’s

ongoing failures to correct its false address, file required reports, or respond to Commission

examination requests show that, but for revocation, the Trust is likely to continue violating its

obligations as a registered transfer agent—leaving the Commission with no reliable means of

monitoring the Trust’s activities or detecting further violations or harm to investors.

Accordingly, we find it in the public interest to revoke the Trust’s transfer agent registration.

An appropriate order will issue.

By the Commission (Chairman ATKINS and Commissioners PEIRCE and UYEDA).

Vanessa A. Countryman

Secretary

TA-2 serve in the Commission’s oversight of transfer agents); see also

https://www.sec.gov/files/formta-2.pdf at 14 (SEC Form TA-2 giving notice that information

provided by registrants “will be used for the principal purpose of regulating registered transfer

agents”).

See The Edward Walker Benifield Trust, Exchange Act Release No. 99271, 2024 WL

68230, at *5 (Jan. 4, 2024) (finding that transfer agent frustrated staff regulatory efforts by

failing to respond to document requests); Fidelity Transfer Servs., 2022 WL 969898, at *6

(same).

UNITED STATES OF AMERICA

before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934

Release No. 105580 / May 29, 2026

Admin. Proc. File No. 3-20917

In the Matter of

THE NORTHGATE NOBLES

GREENHOUSEABE FOREIGN

GRANTOR TRUST

ORDER IMPOSING REMEDIAL SANCTIONS

On the basis of the Commission’s opinion issued this day, it is

ORDERED that the transfer agent registration of the Northgate Nobles GreenhouseABE

Foreign Grantor Trust be, and it hereby is, revoked.

By the Commission.

Vanessa A. Countryman

Secretary

This is a copy of a public record, reproduced as it was published. It is not legal advice, and it may not be the version a court would rely on. Check the official source before you cite it.