SEC v. Brian K. Kistler; and New Opportunity Business Solutions, Inc. a/k/a NOBS, No. 1:22-cv-10657, Southern District of New York (Dec. 19, 2022) — Complaint

THOMAS P. SMITH, JR.
CO-ACTING REGIONAL DIRECTOR
Sheldon L. Pollock
Judith A. Weinstock
Michael Paley
Laura Yeu
Kristine Zaleskas
Attorneys for Plaintiff
SECURITIES AND EXCHANGE COMMISSION
New York Regional Office
100 Pearl Street, Suite 20-100
New York, NY  10004-2616
Tel: (212) 336-0189
E-   mail: [email protected]

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK

SECURITIES AND EXCHANGE COMMISSION,

Plaintiff,

-against-

COMPLAINT
BRIAN K. KISTLER and NEW OPPORTUNITY
BUSINESS SOLUTIONS, INC. a/k/a NOBS,
     22 Civ.    (   )

JURY TRIAL
DEMANDED
                                                         Defendants.

Plaintiff Securities and Exchange Commission (the “Commission”), for its Complaint
against Defendants Brian K. Kistler (“Kistler”) and New Opportunity Business Solutions, Inc.,
a/k/a NOBS (“NOBS”) (collectively, the “Defendants”), alleges as follows:

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SUMMARY
1. Defendant Kistler—a long-time operative in the penny stock arena—and his alter-
ego entity, Defendant NOBS, engaged in a deceptive scheme to take control of a dormant public
shell company, revive it through a series of false and misleading statements, make the company
and its shares appear more valuable than they were, including through market manipulation, and
“flip” the company or its shares for a profit.
2. Starting by at least February 2018 and continuing through at least July 2018,
Defendants engaged in this pattern of deceptive conduct with respect to a publicly traded
company named Williamsville Sears Management, Inc. (“Williamsville”), formerly known as
White Smile Global, Inc. (“White Smile Global”).
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3. Prior to the Defendants’ involvement in the company, shares of White Smile
Global, a then-dormant shell entity, were thinly traded at prices below a penny per share, the
company had issued limited public filings since August 2012, and the company had put out no
current news about itself.
4. In early 2018, Kistler and NOBS began resurrecting the company for use in their
fraudulent scheme.  To accomplish his goal, Kistler made false and misleading statements to
OTC Markets Group (“OTC Markets”), which operates an electronic inter-dealer stock quotation
system; the Financial Industry Regulatory Authority (“FINRA”); and Williamsville’s transfer
agent (the “Transfer Agent”).
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  Kistler also made false and misleading statements to the
investing public.

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  The State of Florida approved the incorporation of Williamsville on February 22, 2018.
FINRA approved the change from White Smile Global to Williamsville on April 2, 2018.  For
simplicity, the complaint refers to the company throughout as Williamsville.

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  FINRA is a government-authorized not-for-profit organization that oversees U.S. broker-

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5. In addition, Kistler engaged in manipulative purchases of Williamsville stock.  He
did so to create the artificial appearance of market activity in order to induce others to purchase
Williamsville stock and boost the stock price.
6. Kistler also pumped up Williamsville’s market capitalization (the value of a
company as determined by multiplying the number of shares outstanding by the present share
price), by manipulatively boosting the share price and increasing the number of outstanding
Williamsville shares, in an attempt to get Williamsville’s stock “uplisted” to a national exchange.
7. These actions set the scene for Kistler and others to profit by selling their
Williamsville shares or Williamsville itself at a premium to what they had paid for it.
8. Kistler and NOBS profited from their fraudulent scheme.  Kistler, through NOBS,
received $50,000 for brokering the sale of Williamsville.  Kistler also received $32,500 to
engage in manipulative purchases of Williamsville stock.  In addition, NOBS received 100
million shares of Williamsville in exchange for Defendants’ role in the scheme.
9. Despite their efforts, the Defendants were ultimately unable to profit even more
from the scheme, as they had planned.  The Commission suspended trading in Williamsville on
July 3, 2018, thus preventing the Defendants from selling the shares they had received.  See In
the Matter of Williamsville Sears Management, Inc., Securities Exchange Act of 1934 Rel. No.
34-95797 (July 3, 2018).
VIOLATIONS
10. By virtue of the conduct alleged herein:

dealers and works to protect investors and ensure the market’s integrity, including by ensuring
that investors receive complete disclosure about investments before purchasing.  See
www.finra.org/about.  A transfer agent records changes of ownership, maintains the stock
issuer’s security holder records, cancels and issues shares certificates, and distributes stock
dividends.

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a. Defendants have violated Sections 17(a)(1) and (a)(3) of the Securities Act
of 1933 (“Securities Act”) [15 U.S.C. §§ 77q(a)(1) and (3)] and Section
10(b) of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C.
§ 78j(b)] and Rules 10b-5(a) and (c) thereunder [17 C.F.R. §§ 240.10b-5(a)
and (c)];
b. Kistler violated Section 17(a)(2) of the Securities Act [15 U.S.C.
§ 77q(a)(2)] and Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and Rule
10b-5(b) thereunder [17 C.F.R. § 240.10b-5(b)]; and
c. Kistler violated Section 9(a)(2) of the Exchange Act [15 U.S.C. § 78i(a)(2)].
11. Unless Defendants are restrained and enjoined, they will engage in the acts,
practices, and courses of business set forth in this Complaint, or in acts, practices, transactions,
and courses of business of similar type and object.
NATURE OF THE PROCEEDINGS AND RELIEF SOUGHT
12. The Commission brings this action pursuant to the authority conferred upon it by
Securities Act Sections 20(b) and 20(d) [15 U.S.C. §§ 77t(b) and 77t(d)] and Exchange Act
Section 21(d) [15 U.S.C. § 78u(d)].
13. The Commission seeks a final judgment: (a) permanently enjoining Defendants
from violating the federal securities laws and rules this Complaint alleges they have violated;
(b) ordering Defendants to disgorge jointly and severally all ill-gotten gains they received as a
result of the violations alleged here pursuant to Sections 21(d)(3), (5), and (7) of the Exchange
Act [15 U.S.C. §§ 78u(d)(3), (5) and (7)], and to pay prejudgment interest thereon; (c) ordering
Defendants to pay civil money penalties pursuant to Securities Act Section 20(d) [15 U.S.C.
§ 77t(d)] and Exchange Act Section 21(d)(3) [15 U.S.C. § 78u(d)(3)]; (d) permanently

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prohibiting Kistler from serving as an officer or director of any company that has a class of
securities registered under Exchange Act Section 12 [15 U.S.C. § 78l] or that is required to file
reports under Exchange Act Section 15(d) [15 U.S.C. § 78o(d)], pursuant to Securities Act
Section 20(e) [15 U.S.C. § 77t(e)] and Exchange Act Section 21(d)(2) [15 U.S.C. § 78u(d)(2)];
(e) permanently prohibiting Kistler and NOBS from participating in any offering of a penny
stock, pursuant to Securities Act Section 20(g) [15 U.S.C. § 77t(g)] and Exchange Act Section
21(d)(6) [15 U.S.C. § 78u(d)(6)]; and (f) ordering any other and further relief the Court may
deem just and proper.
JURISDICTION AND VENUE
14. This court has jurisdiction over this action pursuant to Section 22(a) of the
Securities Act [15 U.S.C. § 77v(a)] and Section 27 of the Exchange Act [15 U.S.C. § 78aa].
15. Venue lies in this District under Securities Act Section 22(a) [15 U.S.C. § 77v(a)]
and Exchange Act Section 27 [15 U.S.C. § 78aa].  Certain of the acts, practices, transactions, and
courses of business alleged herein occurred within this District.  For example, during the relevant
time frame, Williamsville was located at 45 Rockefeller Plaza, New York, New York, and 30
Wall Street, New York, New York.  In addition, Kistler made telephone calls to a Williamsville-
related entity located at 48 Wall Street, New York, New York, in furtherance of the scheme.
Additionally, investors that purchased Williamsville stock during Kistler’s stock manipulation
resided in this District and brokerage accounts that purchased Williamsville stock during
Kistler’s stock manipulation were located in this District.
16. The Defendants have, directly or indirectly, made use of the means or
instrumentalities of interstate commerce, or of the mails, or the facilities of a national securities
exchange in connection with the transactions, acts, practices, and courses of business alleged

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herein.
DEFENDANTS
17. Kistler, age 66, is a resident of Ossian, Indiana.  Kistler purported to be a
consultant to Williamsville, but in reality, he was a control person.
18. New Opportunity Business Solutions, Inc. (“NOBS”) is an Indiana corporation.
Kistler is the sole owner and CEO of NOBS, and NOBS’ principal place of business is Kistler’s
home address.
FACTS
I. Background: Kistler and NOBS
19. Kistler has worked in the securities industry since approximately 1988, when he
first became employed as a registered representative at a broker-dealer firm registered with the
Commission and held a Series 7 securities license.
20. From 1999 through 2006, Kistler worked for a particular broker-dealer in various
capacities, including as a general securities representative, branch manager, registered options
principal, and general securities sales supervisor.
21. From 1999 through 2006, Kistler claims to have managed nine of that broker-
dealer’s offices in Indiana and to have overseen dozens of employees and client assets totaling
more than $1 billion.
22. Since 2006, Kistler has worked as a consultant for small companies in the United
States.  Kistler holds himself out as assisting with the preparation of regulatory filings and
helping private startup companies become fully reporting public companies, such as by

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purchasing public companies quoted on OTC Markets and merging the private companies into
the public companies.
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23. At times, Kistler holds the title of an officer or director of the public companies
for which he provides these services.
24. Kistler also acts as a “shell” broker who finds publicly-traded “shell” companies
(publicly traded companies with no or nominal operations and limited assets) for interested
buyers.
25. Kistler often conducts his microcap activities through NOBS, a purported
business consulting company.
26. In transactions brokered by Kistler, NOBS has, among other things, held
promissory notes in microcap issuers, acted as an escrow agent, and received payments on
Kistler’s behalf.
27. Kistler and NOBS are compensated in various ways, including in the form of cash
payments, stock in the public companies for which they are engaged, and/or promissory notes in
the public companies for which they are engaged.

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  OTC Markets Group, Inc. (“OTC Markets”), headquartered in New York City, is the
operator of OTC Link ATS (“OTC Link”), an inter-dealer quotation system.  Most issuers quoted
on OTC Link do not meet the minimum listing requirements for trading on a national securities
exchange.  OTC Markets classifies securities into three marketplace tiers based on certain
criteria, including the quality and quantity of information that issuers disclose.  OTC Markets’
Pink Market is the lowest tier that allows for public quotations.

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II. Defendants Gain Control of the Dormant Williamsville Shell.
28. In early 2018, Kistler agreed to help an individual known as “Gwadiso,” with
whom Kistler had prior dealings, gain control of a publicly traded company in the United States.
Kistler has never met Gwadiso in person, and Gwadiso’s name may be a pseudonym.
29. Gwadiso asked Kistler to help him buy “shell companies” so that he could “flip
‘em...and keep on movin.’”
30. Kistler responded that he “like[d]” the plan and that “[w]e are in the moving biz
not storage.”
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31. To flip Williamsville at a profit, the company would need to be “cleaned up” and
put into Gwadiso’s and Kistler’s control.  In addition, the stock would have to have the
appearance of trading in an active market and ideally be listed on a national stock exchange,
instead of simply having its share price quoted on OTC Link.
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  The stock would also need to
have current press releases to give the appearance of company activity.
32. Gwadiso operated through at least four companies during the relevant timeframe:
Palewater Global Management Inc. (“Palewater Global”), Palewater Advisory Group Inc.
(“Palewater Advisory”), Milost Global Inc. (“Milost Global”), located at 48 Wall Street, New
York, NY, and Brooklyn Throne Inc. (  “Brooklyn Throne”).

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  In a later WhatsApp chat, Gwadiso told Kistler that he would benefit from the sales.
Specifically, Gwadiso and Kistler discussed selling the company for $1 million, and Gwadiso
told Kistler he would “get something on that.”

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  Share prices of Williamsville were quoted on OTC Link under ticker symbol “WSML.”

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33. During at least part of 2018, Gwadiso purported to be the founder and chairman
of Palewater Global, chairman and CEO of Palewater Advisory, managing partner and CEO of
Milost Global, and founder, chairman and CEO of Brooklyn Throne.
34. Palewater Global’s website describes the company as a “private, merchant bank
platform, initially formed in 2002, providing long-term capital and strategic advice to family-
owned and entrepreneurial businesses.”
35. Palewater Global claimed in press releases to be “a New York based
conglomerate with a diverse portfolio of activities founded in 2017,” and that “[a]mong its
portfolio of clients are legions of government, publicly quoted and privately held companies all
around the world, US, Asia, Europe and Africa.”
36. Palewater Global purports to be the parent company of Palewater Advisory.
37. Palewater Advisory claimed in press releases to be “a leading investment banking
firm headquartered in New York...[specializing] in cross-border and M & A transactions,
financing, public affairs, political campaign capital raising and strategy.”
38. Milost Global purported to be a private equity firm with offices in New York City
and Los Angeles, Hong Kong, and London and claimed in press releases to “have more than $25
billion in committed capital.”
39. On occasion, Milost Global has purported to be a subsidiary of Brooklyn Throne.
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40. Brooklyn Throne is located in New York, New York.
41. Brooklyn Throne purports to be the parent company of Palewater Global and
Milost Global.

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  At least one organizational chart depicts Milost Global as a subsidiary of Brooklyn
Throne, but at least one other organizational chart lists them as independent entities.

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42. Although Gwadiso controlled all four companies at all relevant times—Palewater
Global, Palewater Advisory, Milost Global, and Brooklyn Throne—Kistler was Chairman and
CEO of Palewater Advisory from at least July 24, 2017, until February 4, 2018, when Gwadiso
replaced him.
III. Defendants Obtain Control of Williamsville Shares.
43. Kistler identified Williamsville as a potential target for Gwadiso and brokered the
sale of Williamsville from Kistler’s associate, Joseph Arcaro (“Arcaro”), to Gwadiso.
44. Prior to the official sale, Kistler and Gwadiso discussed restructuring
Williamsville’s shares to obtain control of them.  Kistler stated that he would “eliminate” a class
of shares and cancel “the other 2 million preferred shares.”
45. Kistler stated that he would cancel the two million shares of preferred stock by
“reversing them to nothing.”
46. On February 15, 2018, Kistler told Gwadiso that he would “prepare resolutions
for [Gwadiso’s] signature to allow [Kistler] to represent the company with vendors.”
47. On February 16, 2018, an entity controlled by Arcaro sold 400 million shares of
common stock and 5 million shares of preferred stock—together a control block of Williamsville
stock—to Palewater Global for $150,000.
48. Defendants received $50,000 of the $150,000 for their work on the deal.
49. On February 16, 2018, Williamsville issued a board resolution appointing
Gwadiso as its president, sole director, and CEO.
50. On February 20, 2018, four days after Palewater Global’s acquisition of
Williamsville, Williamsville issued a board resolution appointing Kistler as its “company
representative.”

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51. The board resolution stated:  “[I]  t is in the Company’s best interests [to] allow
Brian Kistler to have access to corporate information with the company’s vendors including but
not limited to the Transfer Agent and Registered Agent.”
52. The same day, Williamsville authorized a 50 million-to-1 reverse split of
Williamsville’s shares of preferred stock.
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53. This reverse split had the effect of giving Kistler and other insiders control by
vastly reducing the holdings of other shareholders.
54. Kistler took immediate steps to shepherd the reverse split through Williamsville’s
Transfer Agent for processing.  On or about February 21, 2018, Kistler instructed the Transfer
Agent to effect the reverse split as quickly as possible and emailed the Transfer Agent over the
next several weeks numerous times until his instructions were followed.
55. Meanwhile, on February 20, 2018, NOBS purchased a convertible promissory
note held by the Transfer Agent for approximately $5,300, which gave Kistler and NOBS access
to shares of Williamsville stock.
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56. In a WhatsApp chat on February 24, 2018, Kistler informed Gwadiso that Kistler
was “officially the owner of the convertible note” and stated that the note would be convertible at
“50% of the [share] price at [the time of conversion].”  In other words, the convertible

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  When a company completes a reverse stock split, each outstanding share of the company
is converted into a fraction of a share.  For example, if a company declares a ten-for-one reverse
stock split, each set of ten shares will be converted into a single share.

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  A promissory note memorializes a debt from one party to another.  The person who is
owed money becomes the noteholder.  With a convertible promissory note, that debt can be
converted to equity, or stock, upon certain conditions agreed to by the parties, and then all or part
of the debt is then paid off to the noteholder in stock.  Promissory notes can be sold to a third
party, like Kistler or NOBS, who would then acquire the noteholder’s right to obtain stock in
satisfaction of the debt.

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promissory note would give Kistler and NOBS the ability to convert the note to Williamsville
shares at a discount.
57. On or about February 22, 2018, Kistler incorporated Williamsville in Florida by
filing articles of incorporation, which authorized the issuance of 15 billion shares of common
stock, 100 million shares of preferred stock, and 1,000 shares of Series A Preferred Stock.
According to Williamsville’s Florida articles of incorporation, the total aggregate of issued
Series A preferred stock could be converted to 20% of the total number of issued and outstanding
shares of common stock.
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58. About two months later, Kistler further consolidated control of Williamsville by
directing the Transfer Agent to issue one Series A Preferred Share to Gwadiso’s entity, Brooklyn
Throne.
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59. On or about April 3, 2018, Kistler also directed the Transfer Agent to issue
billions of shares of Williamsville common stock, including 100 million shares to NOBS, 7
billion shares to Palewater Global, and 1.55 billion shares to Milost Global.
60. As of May 25, 2018, Palewater Global held 68% of Williamsville’s shares of
common stock, Milost Global held about 14%, and Brooklyn Throne had the ability to convert
its single Series A Preferred Share to 20% of the outstanding shares of Williamsville’s common
stock.
61. As of May 25, 2018, Kistler and NOBS together held more than 100 million
shares of Williamsville’s common stock, plus the convertible promissory note.

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  The Florida filing listed Williamsville’s principal place of business as New York, New
York.

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  During the relevant timeframe, this was the only Series A Preferred share that
Williamsville issued.

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IV. Kistler Makes False and Misleading Statements to
OTC Markets, the Transfer Agent, and FINRA.

A. Kistler Makes False and Misleading Statements to OTC Markets.

62. A key part of attracting investors to Williamsville and its shares was
disseminating information to the marketplace about Williamsville.  Kistler did this by gaining
access to OTC Markets’ investor relations portal, OTCIQ, through which he could upload
disclosures and financial information that were made available for investors to view.
63. Kistler initially tried to obtain user access for Gwadiso and listed Gwadiso as
CEO of Williamsville in OTC Markets’ records.
64. However, issues with confirming Gwadiso’s identity rendered obtaining access
for Gwadiso and listing him as CEO impossible.
65. Specifically, the OTCIQ application required the names of the issuer’s officers
and indicated that OTC staff would verify the information prior to providing OTCIQ
authorization, and OTC Markets personnel told Kistler that Gwadiso would need to submit a
U.S. passport or driver’s license.
66. On February 23, 2018, in a WhatsApp chat, Kistler conveyed to Gwadiso that
OTC Markets required a U.S. passport or driver’s license to verify Gwadiso’s identity.
67. In response, Gwadiso claimed that he had both Swiss and U.S. passports but
explained that he used his Swiss passport in a pending court case “for jurisdiction purposes” and
was reluctant to use his U.S. passport until that case was resolved, because, he opined, that
would be perjury.
68. Gwadiso also claimed to have a driver’s license but told Kistler he could not use it
because he had not driven for nine years.

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69. Kistler then advised Gwadiso:  “Don’t respond to [OTC Markets] let me as I will
advise [that] you travel and are unavailable right now and ask to have just me listed [as an
authorized user on the OTCIQ system for Williamsville].”
70. As he told Gwadiso, Kistler misled OTC Markets on February 26, 2018, by
relaying to OTC Markets that “[Gwadiso] travels and is unable to respond to your email or send
in any photo ID at this time.”
71. In a WhatsApp chat on February 27, 2018, Gwadiso then suggested, “I might as
well resign [from Williamsville] and put in [Gwadiso’s acquaintance (“Nominee”)] as CEO,” to
which Kistler responded, “That would work.”
72. On March 6, 2018, Kistler submitted a February 27, 2018 Consent Resolution by
the Board of Directors of Williamsville (“February 27 Consent Resolution”) to OTC Markets
reflecting Gwadiso’s resignation from Williamsville and the appointment of Gwadiso’s
Nominee, as CEO of Williamsville.  Kistler again falsely attributed the change to Gwadiso’s
travel schedule, when in fact it was due to the continued demand for Gwadiso’s photo
identification.
73. Moreover, Nominee’s appointment as CEO was in name only, as Kistler knew or
recklessly disregarded, since he helped to install Nominee after Gwadiso told Kistler he could
not provide either of his passports to OTC Markets.
74. Kistler’s knowledge of Nominee’s role as merely a nominee is further evidenced
by a March 20, 2018 WhatsApp chat, in which Kistler commented to Gwadiso:  “We need to
keep [Nominee] as CEO of [Williamsville] until we are done with Finra and Sec.”
B. Kistler   Makes False and Misleading Statements to the Transfer Agent.
75. On February 28, 2018, shortly after OTC Markets had requested identification for
Gwadiso, Gwadiso’s identity became an issue with the Transfer Agent.

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76. Kistler had requested that the Transfer Agent transfer Arcaro’s control shares to
Palewater Global, but the Transfer Agent required identifying information from an officer of
Palewater Global because Palewater Global was not in its system.
77. Kistler—knowing that Gwadiso would not produce identification—told Gwadiso
that Kistler would list someone else as officer of Palewater Global.
78. Specifically, on February 28, 2018, Kistler told Gwadiso in a WhatsApp chat that
Kistler would “make [Nominee] president” of Palewater Global.  Kistler then stated:  “[Check]
email [Nominee] signs.... I will notarize.”
79. That same day, Kistler emailed the Transfer Agent a form (“February 28 Transfer
Agent Form”), notarized by Kistler and signed by Nominee, that established an account at the
Transfer Agent for Palewater Global to receive its Williamsville shares and listed Nominee as
Palewater Global’s president.
80. As Kistler knew or recklessly disregarded, the February 28 Transfer Agent Form
was false or at least misleading, because, as Kistler knew, Nominee was a Palewater Global
officer in name only.
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81. Kistler then took additional steps to conceal that Nominee did not actually control
Palewater Global.
82. On March 1, 2018, at 8:25 a.m., Kistler relayed to Gwadiso in a WhatsApp chat:
“I am going to prepare an email that [Nominee] will need to forward to the [Transfer Agent] with
the docs they want.  It is an exercise to make sure that I am not the one making the decisions.”

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  Later, in an April 13, 2018 WhatsApp chat, Gwadiso reminded Kistler that “[Nominee] is
not an officer at Palewater, he was allowed to sign because we didn’t want to delay the process.”

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83. About three hours later, at 11:47 a.m., Nominee indeed emailed the Transfer
Agent, with a copy to Gwadiso and Kistler, a copy of his driver’s license, the February 28
Transfer Agent Form, and a Consent Resolution of Palewater Global, dated February 26, 2018,
signed by Gwadiso and stating that Nominee had been appointed president of Palewater Global.
84. Nominee’s email had the subject line “FW: please forward this email to [Transfer
Agent].”
C. Kistler Tries to Obtain FINRA’s Approval For Certain Williamsville
Corporate Actions by Improperly Notarizing Williamsville Documents.

85. Kistler was an Indiana notary from October 18, 2010, to October 17, 2018.
86. As set forth by Indiana statute effective at the time, a notary is authorized to “take
and certify all acknowledgements of deeds or other instruments of writing required or authorized
by law to be acknowledged” and “administer oaths generally, and take and certify affidavits and
depositions.”
 IND. CODE § 33-42-2-5 (2017).
87. Guidance provided by the Business Services Division of the Indiana Secretary of
State, the governmental body that regulates notaries, sets forth the standards of conduct to which
notaries are held.
88. The Indiana Notary Public Guide in effect as of December 1, 2015 (“2015 Notary
Public Guide”), published by the Business Services Division, provides that “Indiana notaries
have authority with respect to authenticat[ing] or attest[ing] to affirmations and oaths for persons
or authorized representatives of organizations located in the state of Indiana”, and that
“[n]]otaries have authority to perform notarial acts anywhere in the state and nowhere outside of

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the state.”  See Indiana Notary Public Guide, Office of the Indiana Secretary of State Business
Services Division (revised December 1, 2015) (“Indiana Notary Public Guide”) at 20.
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89. During the relevant time frame, notaries were required to notarize documents in
person.  IND. CODE § 33-42-13-3 (2017), Indiana Notary Public Guide at 38 (“The person who
signed the document must always appear in person.  Failure to observe this requirement can
result in criminal and civil liability and the loss of the notary’s commission.”)
90. According to the Indiana Notary Public Guide, a notary’s “key functions are to
perform reliable acts that the public can rely and depend on, and to deter fraud.”  Id. at 5.
91. An Indiana notary’s role is to be an impartial witness.  Id.
92. Additionally, Appendix IV of the 2015 Indiana Notary Public Guide provides that
a notary “may not notarize a document for a company if the notary is a shareholder, director,
officer, employee, member or partner.”  Id. at 52.
93. Kistler misused his authority as a notary on numerous occasions in contravention
of this guidance by notarizing documents signed by individuals not in Indiana.
94. Furthermore, Kistler misused his authority as a notary because those same
individuals did not appear in person before him when Kistler notarized the documents.
95. Specifically, neither Gwadiso nor Nominee were located in Indiana on the dates
that Kistler notarized the documents that they purportedly signed.
96. Moreover, during the relevant timeframe, Kistler never met with Gwadiso nor
Nominee in person anywhere in the world.

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  A revised Indiana Notary Public Guide was published in 2018, effective July 1, 2018.  It
contains the same provisions referred to in this complaint as the 2015 Notary Public Guide.

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97. Further, given Kistler’s control of Williamsville, Kistler could not have been an
impartial witness to any of the purported signatures that he notarized for Williamsville.
98. Indeed, as of February 28, 2018, Kistler was a shareholder of Williamsville, and
so this is an additional reason that Kistler should not have notarized any document related to
Williamsville after that date.
99. Rather than deterring fraud, Kistler misused his authority as a notary to advance
his fraud.
100. Kistler improperly notarized a February 20, 2018 Consent Resolution (“February
20 Consent Resolution”) entered into by the board of Williamsville’s predecessor, and
purportedly signed by Gwadiso, which authorized Williamsville’s pending corporate actions,
including its name and domicile change (“Corporate Actions”).
101. Kistler’s notarization was improper because Gwadiso did not appear before him
when Kistler notarized the document and Kistler was not an impartial witness.
102. Similarly, Kistler improperly notarized a February 27, 2018 Consent Resolution
of Williamsville’s shareholders (“February 27 Shareholder Resolution”), authorizing the
Corporate Actions, which Gwadiso purportedly signed for Palewater Global, Williamsville’s
majority shareholder.  Kistler also improperly notarized the February 27 Consent Resolution,
which both Gwadiso and Nominee purportedly signed, in which the Board accepted Gwadiso’s
resignation as CEO and chairman and appointed Nominee in his place.
103. Kistler’s notarizations were improper because Gwadiso and Nominee did not
appear before Kistler when Kistler notarized the document and Kistler was not an impartial
witness.

19
104. Kistler’s notarizations of any Williamsville documents after February 28, 2018
were also improper because by then, Kistler was a shareholder of Williamsville.
105. Specifically, Kistler improperly notarized a March 8, 2018 letter (“March 8
Resignation Letter”) to Williamsville in which Gwadiso resigned as CEO and chairman,
purportedly signed by Gwadiso and Nominee.
106. Kistler also improperly notarized a March 8, 2018 Consent Resolution (“March 8
Consent Resolution”) of the Williamsville Board of Directors, purportedly signed by Gwadiso
and Nominee, accepting Gwadiso’s resignation and appointing Nominee in his place.
107. On March 1, 2018, OTC Markets declined to grant Kistler access to OTCIQ until
FINRA approved Williamsville’s pending Corporate Actions, including its name and domicile
change.
108. In order for FINRA to approve Williamsville’s pending Corporate Actions,
FINRA required Williamsville to submit, among other documents, notarized board resolution
documents, including those enacting the appointment and resignation of one or more officers and
authorizing the Corporate Actions.
109. On March 13, 2018, Kistler submitted to FINRA the February 20 Consent
Resolution, the February 27 Shareholder Resolution, the March 8 Resignation Letter, and the
March 8 Consent Resolution.
110. On March 13, 2018, FINRA advised Kistler that because he was “the authorized
representative for the issuer for this corporate action request” he would need to submit
documents “notarized by an independent third party.’
111. On March 19, 2018, Kistler resubmitted to FINRA the February 20 Consent
Resolution, the February 27 Shareholder Resolution, the March 8 Resignation Letter, and March

20
8 Consent Resolution, this time notarized by a different notary (“Alternate Notary”).  On April 2,
2018 FINRA approved Kistler’s Corporate Action requests, including Williamsville’s name and
domicile change.
112. FINRA’s approval of the Corporate Actions set the stage for Kistler’s access to
OTCIQ, which allowed Kistler to disseminate information to the marketplace about
Williamsville; this was key to attracting investors and advancing Kistler’s scheme.
D. Kistler Submits Documents That He Improperly
 Notarized to the Transfer Agent and OTC Markets.

113. As noted above, in order to consolidate control of the company’s stock, Kistler
needed to effectuate a reverse split of the shares of Williamsville’s preferred stock.
114. In late February 2018, Kistler improperly notarized additional documents to send
to the Transfer Agent in furtherance of his fraud.  For example, Kistler improperly notarized a
February 20, 2018 Consent Resolution of the Board of Directors of Williamsville signed by
Gwadiso and authorizing a 50 million to 1 reverse split of Preferred A shares.
115. Kistler improperly notarized this document as Gwadiso did not appear before him
when he notarized it.  In addition, Kistler was not an impartial witness to the signatures given his
controlling role in Williamsville.
116. On or about February 28, Kistler helped to prepare the February 28 Transfer
Agent Form, so that Palewater Global could establish an account to receive its Williamsville
control shares.
117. Kistler also improperly notarized the February 28 Transfer Agent Form, which
was purportedly signed by Nominee as Palewater Global’s president.

21
118. The February 28 Transfer Agent Form was improperly notarized in that Nominee
did not appear before Kistler when Kistler notarized it, Kistler was not an impartial witness, and
Kistler had played a role in drafting the document.
119. As more fully described above, Kistler prepared an email for Nominee to send to
the Transfer Agent along with the February 28 Transfer Agent Form, which Kistler emailed to
Nominee.  Nominee then forwarded the email with the February 28 Transfer Agent Form to the
Transfer Agent.
120. Kistler similarly submitted an improperly notarized document, the February 27
Consent Resolution, to OTC Markets on March 6, 2018 in order to gain access to OTCIQ.
121. On April 9, 2018, after FINRA approved Kistler’s Corporate Actions, including
Williamsville’s name and domicile change, OTC Markets granted Kistler access to OTCIQ.
122. Kistler informed Gwadiso that day in a WhatsApp chat:  “OTC Markets just
activated the account and I can begin making changes on the site. . . .  [It] is getting there.”
V. Kistler Makes False and Misleading Public Statements.

A. Kistler Makes Misrepresentations About Who Controls
Williamsville and Palewater Global.

123. As alleged below, in Williamsville’s public filings, Kistler falsely and
misleadingly named Nominee as Williamsville’s and Palewater Global’s sole officer and
director.
124. As alleged below, Kistler knew or was reckless in not knowing that Nominee was
not a true officer or director of Williamsville or Palewater Global.
125. Among other things, as described above, it was Kistler himself who helped install
Nominee as CEO of Williamsville when questions about Gwadiso’s identity emerged.

22
126. Kistler’s knowledge of Nominee’s role as merely a nominee with respect to
Williamsville is further evidenced by a March 20, 2018 WhatsApp chat, in which Kistler
commented to Gwadiso:  “We need to keep [Nominee] as CEO of [Williamsville] until we are
done with Finra and Sec.”
127. Kistler also installed Nominee as CEO of Palewater Global.
128. Specifically, on February 28, 2018, Kistler told Gwadiso in a WhatsApp chat that
Kistler would “make [Nominee] president” of Palewater Global.  Kistler then stated:  “[Check]
email [Nominee] signs.... I will notarize.”
129. Further, in an April 13, 2018 WhatsApp message to Kistler, Gwadiso recounted
that “[Nominee] is not an officer at Palewater, he was allowed to sign because we didn’t want to
delay the process.”
130. As alleged below, Kistler also knew or was reckless in not knowing that he was a
control person of Williamsville, and did not disclose his de facto control.
131. Kistler’s control of Williamsville is evidenced by, among other things, his control
over its corporate actions, including adding and removing officers and reverse stock splits; his
communications with FINRA, the Transfer Agent, and OTC Markets; as well as his control over
its filings with OTC Markets and with the Commission.
132. Kistler’s WhatsApp chats with Gwadiso further reflect Kistler’s control of
Williamsville.  On one occasion, in discussing a Commission filing, Gwadiso told Kistler he
would “follow [his] lead.”
133. In addition, Kistler also had a leading role in directing Williamsville’s press
releases.  For example, on April 11, 2018, Kistler advised Gwadiso not to “release any news
about [Williamsville]...until all audits are completed and form 10 has been effective.”

23
134. And not only was Kistler a control person of Williamsville, but he took steps to
hide that fact.  In a March 1, 2018 WhatsApp chat, Kistler told Gwadiso that he would prepare
an email for Nominee to respond to a Transfer Agent request for documents, characterizing it as
“an exercise to make sure that I am not the one making decisions.”
135. On March 9, 2018, Williamsville issued a press release that announced a “change
of control” of Williamsville.  It further stated that Nominee had been named CEO and Chairman
of the Board.
136. Kistler both drafted the press release and submitted it to GlobeNewswire, a press
release distribution company.
137. In Williamsville’s March 26, 2018 Form 10 filing (“March 26 Form 10”) with the
Commission, Nominee was listed as Williamsville’s sole officer and director of the company.
138. Kistler submitted this form for publication.
139. On April 17, 2018, Williamsville posted through OTCIQ a Quarterly Report
listing the Nominee as CEO and Chairman of Williamsville.
140. Kistler was the individual that posted this form to OTCIQ.
141. On April 18, 2018, Williamsville posted through OTCIQ an Officer/Director
Disclosure form listing Nominee as CEO of Williamsville.
142. Kistler was the individual that posted this form to OTCIQ.
143. Kistler posted these two disclosures to OTCIQ in direct response to Gwadiso’s
concern that “the otc put a yield sign???” and his worry that “[t]his is gonna negatively affect all
our deals.”
13

13
  On April 17, 2020, Williamsville’s stock was downgraded at OTC Markets, due to late
filings, from the Pink Current to the Pink Limited tier, which is denoted by a yield sign.  The

24
144. On May 1, 2018, Williamsville filed an Amended Form 10 (“May 1 Amended
Form 10”), listing Nominee as Williamsville’s sole officer and director.
145. Kistler submitted the May 1 Amended Form 10 for publication,
146. Kistler was also involved in drafting the document.  In an April 20, 2018
WhatsApp chat with Gwadiso discussing the Commission’s comments to the March 26 Form 10,
Kistler stated he would “work on the responses over the weekend.”
147. On May 25, 2018 Williamsville filed an Amended Form 10 (“May 25 Amended
Form 10”), with the Commission that listed Nominee as sole officer and director.
148. Kistler submitted this form for publication.
149. Kistler helped to draft this document and then sent it to Nominee to sign before
filing it with the Commission.
150. Kistler also determined which exhibits and other accompanying materials
Williamsville would publish with the filing.
B.  Kistler Makes Misrepresentations About His Compensation.
151. On February 15, 2018, Palewater Advisory transferred $150,000 to NOBS, which
acted as the escrow agent in the sale of Arcaro’s Williamsville control shares to Palewater
Global.
152. On February 16, 2018, NOBS in turn transferred $100,000 of this amount to an
entity controlled by Arcaro.
153. NOBS—and thus Kistler—kept $50,000 of the funds Palewater Advisory had
transferred to NOBS, apparently as a fee.

Pink Current tier is for companies that have provided current financials and disclosures.  The
Pink Limited tier cautions investors that the company has not met OTC Market’s basic disclosure
guidelines.

25
154. On May 25, 2018, Williamsville publicly filed the May 25 Amended Form 10
with the Commission.
155. Kistler submitted this form for publication.
156. Kistler helped to draft this document and then sent it to Nominee to sign before
filing it with the Commission.
157. Kistler also determined which exhibits and other accompanying materials
Williamsville would publish with the filing.
158. The May 25 Amended Form 10 claimed that Arcaro had sold Williamsville’s
control shares to Palewater Global for $150,000 on February 16, 2018.
159. The May 25 Amended Form 10 statement falsely or misleadingly failed to
disclose that $50,000 of this purported price—or one-third—was actually a fee to Kistler.
160. The May 25 Amended Form 10 also falsely claimed that Palewater Global was
Williamsville’s buyer.
161. In reality, Palewater Advisory—of which Kistler himself had been the nominal
chairman and CEO until just a few weeks before the February 2018 sale of Arcaro’s
Williamsville shares to Palewater Global—had provided the funds for the purchase.
162. Kistler and Gwadiso had been reluctant to include the fee in the filing, because,
Gwadiso observed in a WhatsApp chat “[m]entioning the price at which the shell was acquired
will affect us when we sell these shell companies.’
163. Kistler and Gwadiso ultimately included the purchase price, but as described
above, misleadingly inflated the purchase price by not deducting Kistler’s compensation.

26
VI. Kistler Engages in Unlawful Market Manipulation to “Build a Chart.”

164. For at least five years before 2018, Williamsville was a dormant shell and its
stock was thinly traded.
165. For example, from January 1, 2018 through February 27, 2018 the volume of
trading Williamsville stock never exceeded 20,240 shares per five-day moving average.
14

166. From January 1, 2018 through February 27, 2018, Williamsville’s closing share
price never exceeded $0.0043 per share.
167. As described in more detail below, from February 28 through March 29, 2018,
NOBS received $32,500 from entities associated with Gwadiso for Kistler to engage in
manipulative trades of Williamsville stock.
168. Kistler then made those manipulative trades to create the false appearance of an
active trading market in Williamsville stock in order to induce the public to purchase the stock, a
manipulative practice sometimes called “building a chart.”
169. Microcap fraudsters often engage in this practice to increase a stock’s price and
volume and to give the false appearance of an established, active trading market to potential
investors.
170. In a WhatsApp message on February 28, 2018, Gwadiso told Kistler that he “must
spend...$2500 at [Williamsville]”—meaning buy $2500 worth of Williamsville stock—and that
someone will “send [Kistler] another wire tomorrow” for the money that Kistler would need to
buy the stock.

14
  A “moving average” is a calculation that averages a given metric, such as trading volume,
over a period of time, and recalculates the average as that window of time changes or “moves.”
This type of analysis mitigates the impacts of random, short-term fluctuations over a period of
time.

27
171. In the same WhatsApp chat at 10:11 a.m.
15
, Kistler informed Gwadiso that
Kistler’s Williamsville bid

 was at $0.005 and inquired, “[I]f you want me to buy higher let me
know.”
  16

172. In other words, unlike a stock purchaser who purchases for the legitimate purpose
of making money on the stock by buying at a lower price and selling at a higher price, Kistler
made clear that he was willing to buy Williamsville stock at a higher price.
173. Kistler then in fact bid higher.  At 11:03 a.m., Kistler told Gwadiso that he “raised
[his Williamsville] bid to .0055”.
174. At 1:32 p.m., Kistler relayed to Gwadiso that Kistler’s Williamsville bid “is now
.0068.”
175. At 1:45 p.m., Kistler told Gwadiso that Kistler was “bidding...at .007”.
176. That day, Kistler purchased a total of 200,000 shares of Williamsville in a
brokerage account in his name.
177. He purchased 100,000 of those shares as the first trader of the day at $0.0055 per
share, a 28% increase over the previous day’s closing price of $0.0043 per share.
178. He purchased the additional 100,000 shares at 3:35 p.m. at $0.007 per share.
179. From February 28 through March 29, 2018, including the 200,000 shares
described above, Kistler purchased 1,285,000 Williamsville shares, at a total cost of
approximately $31,165, each time in his brokerage account.

15
  All times listed are Eastern Time.

16
  The term “bid” refers to the highest price a buyer will pay to buy a specified number of
shares of a stock at any given time.

28
180. Kistler’s purchases made up a large portion of Williamsville’s trading volume
during the days Kistler engaged in his manipulative trades.
181. For example, on February 28, 2018, Kistler’s purchases accounted for 65% of the
day’s total trading in Williamsville.
182. On March 2, 2018, Kistler’s purchases accounted for 99% of the day’s total
trading in Williamsville.
183. And on March 5, 2018, Kistler’s purchases accounted for 78% of the day’s total
trading in Williamsville.
184. Kistler’s purchases impacted the stock’s price.
185. For example, on Friday, March 2, 2018, Kistler made the last executed trade of
the day by purchasing 10,000 Williamsville shares at $0.009 per share.
186. Then, on Monday, March 5, 2018, Kistler also made the first trade of the day by
purchasing Williamsville shares at $0.012 per share, a 33% increase from the prior trading day’s
closing share price.
187. Examples of Kistler’s trades are summarized in Appendix A, which is
incorporated here by reference.
188. On virtually every day that Kistler bought Williamsville shares, Gwadiso sent
WhatsApp messages to Kistler referring to the amount of money transferred to Kistler for the
purchase of Williamsville shares.
189. In those messages, Gwadiso sometimes named a specific bid price.
190. On other occasions, Kistler used his own judgment to choose the bid price.

29
191. In sworn investigative testimony before the Commission on June 28, 2021, Kistler
admitted that he purchased Williamsville stock to “keep the bid going” so that if people wanted
to sell Williamsville stock or sell it higher, there would be someone to buy it.
192. In his testimony, Kistler also admitted that he was “trying to just – just support the
market without the – without making it run real hard” and, because there was “no volume at
all[,]...we wanted to just create a little bit of trading just so that there was some – some volume.”
193. In sum, Kistler engaged in trading Williamsville stock not for bona fide
investment purposes but to create the artificial appearance of volume and/or to increase
Williamsville’s stock price to in turn create the artificial appearance of an active market for
Williamsville and induce others to purchase Williamsville shares.
194. The increase in Williamsville’s stock price also helped to increase the company’s
market capitalization, which would help get Williamsville’s shares uplisted to a national
exchange, as described below.
VII.  Kistler Increases the Number of Williamsville Shares to Try to Get
Williamsville’s Stock “Uplisted” to a National Securities Exchange.

195. In order for a stock to be listed on a national securities exchange, such as
NASDAQ, the New York Stock Exchange (NYSE) or the American Stock Exchange (AMEX),
the stock must satisfy certain standards set by those exchanges.  Each exchange has its own
listing standards, but they typically concern the stock’s liquidity and price, the number of
shareholders, and the company’s earnings and/or market capitalization.
196. As Kistler admits he understood in investigative testimony, for “the NASDAQ
[listing], you got to have a certain amount of market cap....  You got to have a certain price.”
197. On or about February 22, 2018, Kistler incorporated Williamsville in Florida by
filing articles of incorporation, which authorized Williamsville to issue 15 billion shares of

30
common stock, 100 million shares of preferred stock, and 1,000 shares of Series A Preferred
Stock.
198. On or about April 3, 2018, Kistler directed the Transfer Agent to issue billions of
shares of Williamsville common stock, including 100 million shares to NOBS, 7 billion shares to
Palewater Global, and 1.55 billion shares to Milost Global.
199. Kistler’s actions increased Williamsville’s market capitalization in furtherance of
his goal to have Williamsville’s stock “uplisted” such that it was listed on a national securities
exchange, through the issuance of billions of outstanding shares and a dramatic increase in share
price.
200. Such an increase in market capitalization and an “uplisting” to a national
securities exchange would make Williamsville more attractive for a buyer.
201. As Kistler has admitted in investigative testimony, “one of the whole points” of
his dealings with Gwadiso and Williamsville was to get Williamsville’s stock listed on the
NASDAQ stock exchange, the AMEX stock exchange, or the New York Stock Exchange in
anticipation of selling the company.
VIII. Williamsville Issues a Flurry of Press Releases, Some of Which Kistler
Admits Were “Outrageous.”

202. From May 29 through June 26, 2018, Williamsville issued at least eleven press
releases touting purported business dealings with foreign companies, as listed in Appendix B,
incorporated here by reference.
203. For example, on May 29, 2018, Williamsville issued a press release announcing
that it had entered into a letter of intent to acquire a Nigerian animal pharmaceutical company.
204. On May 30, 2018, Williamsville announced that it had acquired a Ghanaian
finance company.

31
205. On May 31, 2018, Williamsville announced that it had that it had signed a letter
of intent to acquire control of a 58-year old Nigerian insurance underwriter.
206. In another example, on June 26, 2018, Williamsville issued a press release
announcing that it had entered into an agreement to develop 1,000 houses for the Nigerian
Ministry of Defense.
207. Kistler drafted some of the Williamsville press releases and reviewed others.
208. As Kistler admitted in his investigative testimony, he believed that some of
Williamsville’s public statements were “outrageous” and not verifiable.
209. Kistler never caused Williamsville to issue any corrective disclosures concerning
any of Williamsville’s public statements or to retract any of them.
IX. The Commission Suspends Trading in Williamsville Stock.
210. The Defendants’ fraudulent scheme to increase the purported market
capitalization of Williamsville and its market activity succeeded.
211. From the time Defendants first became involved with Williamsville in February
2018 through July 3, 2018, Williamsville’s stock price, trading volume, outstanding shares of
common stock, and market capitalization increased exponentially.
212. On February 15, 2018, the last trading day before Kistler was appointed
consultant, only 100 shares of Williamsville were traded.
213. That day, Williamsville’s closing stock price was $0.0043 per share with
653,000,000 shares of common stock outstanding.  Thus, the company’s market capitalization
amounted to less than $3 million.

32
214. On July 2, 2018, given Defendants’ fraudulent conduct alleged above,
Williamsville’s market capitalization totaled approximately $1.7 billion based on its closing
stock price of $0.1508 that day and 11,585,000,000 shares of common stock outstanding.
215. That day, 246,457 shares of Williamsville were traded.
216. On July 3, 2018, the Commission temporarily suspended trading in Williamsville
stock, effective the next trading day, July 5, 2018.  In its order suspending the trading, the
Commission that the suspension was based on “questions about the accuracy of information in
the Company’s press releases since at least May 29, 2018, regarding the Company’s business
plans and acquisitions, and concerns since at least March 9, 2018, about recent, unusual and
unexplained market activity in shares of the Company’s common stock.”
217. Based on Williamsville’s closing price of $0.1499 on July 3, 3018, the last trading
day before the stock suspension, NOBS could have converted the promissory note it had
purchased from Williamsville, alleged above, to at least 35,000 additional Williamsville shares.
218. The Commission suspended trading before Defendants could sell NOBS’ 100
million Williamsville shares at a profit or convert NOBS’ convertible promissory note into
35,000 additional Williamsville shares and sell those at a profit.
FIRST CLAIM FOR RELIEF
Violations of Securities Act Sections 17(a)(1) and 17(a)(3)
(Both Defendants)

219. The Commission realleges and incorporates by reference each and every
allegation contained in paragraphs 1 through 218, as if fully set forth herein.
220. Kistler and NOBS, directly or indirectly,  singly  or in concert,  in the offer and
sale of securities,  by the use of the means and instruments  of transportation and
communication  in interstate  commerce and  of the mails: (1) knowingly or recklessly have

33
employed one or more devices, schemes or artifices to defraud and/or (2) knowingly, recklessly,
or negligently have engaged in one or more transactions, practices, or courses of business which
operated or would operate as a fraud or deceit upon the purchaser.
221. By reason  of the  foregoing, Kistler and NOBS,  directly or indirectly, singly or in
concert, have violated and, unless enjoined, will again violate Securities Act Sections 17(a)(1)
and (3)
of the Securities  Act [15  U.S.C.  §§ 77q(a)(1) and (3)].
SECOND CLAIM FOR RELIEF
Violations of Exchange Act Section 10(b) and Rule 10b-5(a) and (c) Thereunder
(Both Defendants)
222. The Commission realleges and incorporates by reference each and every
allegation contained in paragraphs 1 through 218, as if fully set forth herein.
223. Kistler and NOBS, directly or indirectly, singly or in concert, in connection with
the purchase or sale of securities and by the use of means or instrumentalities of interstate
commerce, or the mails, or the facilities of a national securities exchange, knowingly or
recklessly have (i) employed one or more devices, schemes, or artifices to defraud and/or (ii)
engaged in one or more acts, practices, or courses of business which operated or would operate
as a fraud or deceit upon other persons.
224. By reason of the foregoing, Kistler and NOBS directly or indirectly, singly or in
concert, have violated and, unless enjoined, will again violate Exchange Act Section 10(b) [15
U.S.C. § 78j(b)] and Rules 10b-5(a) and (c) thereunder [17 C.F.R. §§ 240.10b-5(a) and (c)].
THIRD CLAIM FOR RELIEF
Violations of Securities Act Section 17(a)(2)
(Kistler)
225. The Commission realleges and incorporates by reference each and every
allegation contained in paragraphs 1 through 163, as if fully set forth herein.

34
226. Kistler, directly or indirectly, singly or in concert, in the offer or sale of securities
and by the use of the means or instruments of transportation or communication in interstate
commerce or the mails, knowingly, recklessly, or negligently has obtained money or property by
means of one or more untrue statements of a material fact or omissions of a material fact
necessary in order to make the statements made, in light of the circumstances under which they
were made, not misleading.
227. By reason of the foregoing, Kistler directly or indirectly, singly or in concert, has
violated and, unless enjoined, will again violate Securities Act Section 17(a)(2) [15 U.S.C. §
77q(a)(2)].
FOURTH CLAIM FOR RELIEF
Violations of Exchange Act Section 10(b) and Rule 10b-5(b) Thereunder
(Kistler)
228. The Commission realleges and incorporates by reference each and every
allegation contained in paragraphs 1 through 163, as if fully set forth herein.
229. Kistler, directly or indirectly, singly or in concert, in connection with the purchase
or sale of securities and by the use of means or instrumentalities of interstate commerce, or the
mails, or the facilities of a national securities exchange, knowingly or recklessly made one or
more untrue statements of a material fact or omitted to state one or more material facts necessary
in order to make the statements made, in light of the circumstances under which they were made,
not misleading.
230. By reason  of the  foregoing, Kistler,  directly or indirectly, singly or in concert,
has violated and, unless enjoined, will again violate Exchange Act Section 10(b) [15 U.S.C.
§ 78j(b)] and Rule 10b-5(b) thereunder [17 C.F.R. § 240.10b-5(b)].

35
FIFTH CLAIM FOR RELIEF
Violation of Exchange Act Section 9(a)(2)
(Kistler)
231. The Commission realleges and incorporates by reference each and every
allegation contained in paragraphs 1 through 61, 164 through 194, and 210 through 218, as if
fully set forth herein.
232. Kistler directly or indirectly, by the use of the mails or any means or
instrumentality of interstate commerce, or of any facility of any national securities exchange,
effected, alone or with one or more other persons, a series of transactions in a security creating
actual or apparent active trading in such security, or raising or depressing the price of such
security, for the purpose of inducing the purchase or sale of such security by others.
233. By reason of the foregoing, Kistler directly or indirectly, singly or in concert, has
violated and, unless enjoined, will again violate Section 9(a)(2) of the Exchange Act [15 U.S.C.
§78i(a)(2)].
PRAYER FOR RELIEF
WHEREFORE, the Commission respectfully requests that this Court issue a Final Judgment:
I.
Permanently  enjoining  Kistler  and  his  agents,  servants,  employees  and  attorneys  and  all
persons in active concert or participation with any of them from violating, directly or indirectly,
Securities Act Section 17(a) [15 U.S.C. §§ 77q(a)], Exchange Act Sections 9(a)(2) and 10(b) [15
U.S.C. §§ 78i(a)(2) and 78j(b)], and Rule 10b-5 [17 C.F.R. § 240.10b-5];

36
II.
 Permanently enjoining NOBS and its agents, servants, employees and attorneys and all
persons in active concert or participation with any of them from violating, directly or indirectly,
Securities Act Section 17(a) [15 U.S.C. § 77q(a)], Exchange Act Section 10(b) [15 U.S.C. §
78j(b)], and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5];
III.
Ordering Defendants to disgorge, jointly and severally, all ill-gotten gains they received
directly or indirectly as a result of the alleged violations, pursuant to Sections 21(d)(3), (5), and
(7) of the Exchange Act [15 U.S.C. §§ 78u(d)(3), (5), and (7)], with pre-judgment interest
thereon;
IV.
 Ordering Defendants to pay civil monetary penalties under Securities Act Section 20(d)
[15 U.S.C. § 77t(d)] and Exchange Act Section 21(d)(3) [15 U.S.C. § 78u(d)(3)];
V.
Permanently prohibiting Kistler from serving as an officer or director of any company
that has a class of securities registered under Exchange Act Section 12 [15 U.S.C. § 78l] or that
is required to file reports under Exchange Act Section 15(d) [15 U.S.C. § 78o(d)], pursuant to
Securities Act Section 20(e) [15 U.S.C. § 77t(e)] and Exchange Act Section 21(d)(2) [15 U.S.C.
§ 78u(d)(2)];
VI.
Permanently prohibiting Kistler and NOBS from participating in any offering of a penny
stock, including engaging in activities with a broker, dealer, or issuer for purposes of issuing,
trading, or inducing or attempting to induce the purchase or sale of any penny stock, under

37
Securities Act Section 20(g) [15 U.S.C. § 77t(g)] and Exchange Act Section 21(d)(6) [15 U.S.C.
§ 78u(d)(6)]; and
VII.
Granting such other relief as this Court may deem just and appropriate.

Dated:  New York, New York
   December 16, 2022

          By:  _____________________________
      Thomas P. Smith, Jr.
      SECURITIES AND EXCHANGE COMMISSION
      Co-Acting Regional Director
      Sheldon L. Pollock
Judith A. Weinstock
Michael Paley
Laura Yeu
Kristine Zaleskas
      Attorneys for Plaintiff
      SECURITIES AND EXCHANGE COMMISSION
      New York Regional Office
      100 Pearl Street, Suite 20-100
New York, NY  10004-2616
      (212) 336-0189 (Zaleskas)
      E-mail: [email protected]

38
Appendix A: Kistler’s Trading in Williamsville Stock

Date Kistler’s Trading in Williamsville Stock % of Daily Volume
2/28/2018 Kistler purchased a total of 200,000 shares:
• 100,000 shares as the first trader of the day at $0.0055,
a  28%  increase over  the  previous  day’s  closing  share
price of $0.0043
• 100,000 shares at 3:35pm at $0.007

65%
3/2/2018 Kistler purchased a total of 180,000 shares at an average cost
of  $0.00886,  a  34%  increase  over  the  previous  day’s  closing
share price of $0.0066:
• 10,000 shares as the last trader of the day at $0.009

99%
3/5/2018 Kistler purchased a total of 350,000 shares at an average cost
of $0.0124:
• 10,000 shares as the first trader of the day at $0.012, a
33%  increase  over  the  previous  trading  day’s  closing
share price of $0.009.

78%
3/6/2018 Kistler   purchased   250,000 shares at   an   average   cost   of
$0.0182, a 40% increase over the previous day’s closing share
price of $0.013.

27%
3/20/2018 Kistler purchased 100,000 shares.

31%
3/23/2018 Kistler purchased 120,000 shares.

25%
3/28/2018 Kistler purchased 65,000 shares.

22%
3/29/2018 Kistler purchased 20,000 shares.

18%

39
Appendix B:  Williamsville Press Releases, May 29, 2018-June 26, 2018

Date Press Release
5/29/2018 “Williamsville  Sears  Signs  an  LOI  to  Acquire  a  Nigerian  Based  Animal  Healthcare
Company”: the company claims that “it has signed a Letter of Intent (the "LOI") for the
acquisition of Turner Wright Limited, a Nigerian-based pharmaceutical firm, in a stock-
swap transaction subject to the approval by both companies of definitive documents and
the achievement of certain other milestones.”
5/30/2018 “Williamsville Sears Signs an LOI to Acquire a Ghana Based Microlender”: the company
claims that “it has signed a Letter of Intent (the "LOI") for the acquisition of True Life
Capital   Microfinance   Limited,   a   Ghana-based   microfinance   firm,   in   an   all-stock
transaction  subject  to  the  approval  by  both  companies  of  definitive  documents  and
approval by the Bank of Ghana (“BOG”) as regulator, as well as the achievement of certain
other milestones[.]”
5/31/2018 “Williamsville Sears Signs an LOI to Acquire Control of a 58-Year Nigerian Insurance
Underwriter”: the company claims that “it has signed a Letter of Intent (the "LOI") with
Conau Limited for the acquisition of 60% control equity which it holds in its subsidiary
company African Alliance Insurance PLC, a Nigerian Stock Exchange quoted insurance
company, in an all stock-swap transaction subject to the approval by both companies, the
execution of definitive agreements and the achievement of certain other milestones.”
6/5/2018 “Williamsville Sears Expands to Movies, Music and Events” – the company claims that it
has  formed  a  new  subsidiary,  Opulent  Entertainment  Group  Corporation,  “which  will
house and manage Williamsville Sears’ global entertainment portfolio.”
6/6/2018 “Williamsville Sears Signs an LOI to Acquire a Canadian Entertainment Company” – the
company claims that it has purchased Buds Entertainment Inc., a Nova Scotia company
with a focus “in film and music production[.]”
6/18/2018 “Williamsville Sears Has Executed the Definitive Acquisition Agreement for the Outright
Takeover  of  Femab  Properties  Ltd.”  – the  company  claims  that  it  “has  entered  into  the
definitive  agreement  of  the  previously  announced  acquisition  of  FPL  Holdings  Inc.,  the
parent company of Femab Properties Limited.”
6/20/2018 “Williamsville Sears Forms an African Subsidiary To House, Manage and Operate African
Operations” – the company claims that it “has formed [Williamsville] Africa Group (Pty)
Ltd. in South Africa to be a holding company for its African operations.”
6/25/2018 “Williamsville Sears Has Executed Its Second Definitive Acquisition Agreement For the
Outright Takeover of Royal Systems & Services Limited” – the company claims that it
“has
entered  into  the  definitive  agreement  of  the  previously  announced  acquisition  of
Royal Systems & Services Limited in Ghana.”
6/26/2018 “Williamsville  Sears  Announces  that  Femab  Properties  Has  Signed  an  MOU  with
Nigeria’s Federal Defense Department” –   the company claims that it had “entered into a
Memorandum of Understanding with the Association of Senior Civil Servants of Nigeria
(ASCSN) Ministry of Defense Abuja to develop over 1,000 houses for their members and
other Federal Ministries, Departments and Agencies within different locations across the
nation.”

THOMAS P. SMITH, JR. 
CO-ACTING REGIONAL DIRECTOR 
Sheldon L. Pollock 
Judith A. Weinstock 
Michael Paley 
Laura Yeu 
Kristine Zaleskas 
Attorneys for Plaintiff 
SECURITIES AND EXCHANGE COMMISSION 
New York Regional Office 
100 Pearl Street, Suite 20-100 
New York, NY  10004-2616 
Tel: (212) 336-0189   
E-mail: [email protected] 
 
UNITED STATES DISTRICT COURT 
SOUTHERN DISTRICT OF NEW YORK 
 
  
SECURITIES AND EXCHANGE COMMISSION, 
 

 

Plaintiff, 
 

-against- 
 

 
COMPLAINT 

BRIAN K. KISTLER and NEW OPPORTUNITY 
BUSINESS SOLUTIONS, INC. a/k/a NOBS, 

     22 Civ.    (   ) 
 

JURY TRIAL 
DEMANDED 

                                                         Defendants.  
  

 

Plaintiff Securities and Exchange Commission (the “Commission”), for its Complaint 

against Defendants Brian K. Kistler (“Kistler”) and New Opportunity Business Solutions, Inc., 

a/k/a NOBS (“NOBS”) (collectively, the “Defendants”), alleges as follows: 

Case 1:22-cv-10657   Document 1   Filed 12/16/22   Page 1 of 39



2 

SUMMARY  

1. Defendant Kistler—a long-time operative in the penny stock arena—and his alter-

ego entity, Defendant NOBS, engaged in a deceptive scheme to take control of a dormant public 

shell company, revive it through a series of false and misleading statements, make the company 

and its shares appear more valuable than they were, including through market manipulation, and 

“flip” the company or its shares for a profit.  

2. Starting by at least February 2018 and continuing through at least July 2018, 

Defendants engaged in this pattern of deceptive conduct with respect to a publicly traded 

company named Williamsville Sears Management, Inc. (“Williamsville”), formerly known as 

White Smile Global, Inc. (“White Smile Global”).1 

3. Prior to the Defendants’ involvement in the company, shares of White Smile 

Global, a then-dormant shell entity, were thinly traded at prices below a penny per share, the 

company had issued limited public filings since August 2012, and the company had put out no 

current news about itself.   

4. In early 2018, Kistler and NOBS began resurrecting the company for use in their 

fraudulent scheme.  To accomplish his goal, Kistler made false and misleading statements to 

OTC Markets Group (“OTC Markets”), which operates an electronic inter-dealer stock quotation 

system; the Financial Industry Regulatory Authority (“FINRA”); and Williamsville’s transfer 

agent (the “Transfer Agent”).2  Kistler also made false and misleading statements to the 

investing public. 

                                                 
1  The State of Florida approved the incorporation of Williamsville on February 22, 2018.  
FINRA approved the change from White Smile Global to Williamsville on April 2, 2018.  For 
simplicity, the complaint refers to the company throughout as Williamsville. 
 
2  FINRA is a government-authorized not-for-profit organization that oversees U.S. broker-

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3 

5. In addition, Kistler engaged in manipulative purchases of Williamsville stock.  He 

did so to create the artificial appearance of market activity in order to induce others to purchase 

Williamsville stock and boost the stock price.   

6. Kistler also pumped up Williamsville’s market capitalization (the value of a 

company as determined by multiplying the number of shares outstanding by the present share 

price), by manipulatively boosting the share price and increasing the number of outstanding 

Williamsville shares, in an attempt to get Williamsville’s stock “uplisted” to a national exchange. 

7. These actions set the scene for Kistler and others to profit by selling their 

Williamsville shares or Williamsville itself at a premium to what they had paid for it. 

8. Kistler and NOBS profited from their fraudulent scheme.  Kistler, through NOBS, 

received $50,000 for brokering the sale of Williamsville.  Kistler also received $32,500 to 

engage in manipulative purchases of Williamsville stock.  In addition, NOBS received 100 

million shares of Williamsville in exchange for Defendants’ role in the scheme. 

9. Despite their efforts, the Defendants were ultimately unable to profit even more 

from the scheme, as they had planned.  The Commission suspended trading in Williamsville on 

July 3, 2018, thus preventing the Defendants from selling the shares they had received.  See In 

the Matter of Williamsville Sears Management, Inc., Securities Exchange Act of 1934 Rel. No. 

34-95797 (July 3, 2018). 

VIOLATIONS 

10. By virtue of the conduct alleged herein: 

                                                 
dealers and works to protect investors and ensure the market’s integrity, including by ensuring 
that investors receive complete disclosure about investments before purchasing.  See 
www.finra.org/about.  A transfer agent records changes of ownership, maintains the stock 
issuer’s security holder records, cancels and issues shares certificates, and distributes stock 
dividends. 

Case 1:22-cv-10657   Document 1   Filed 12/16/22   Page 3 of 39

http://www.finra.org/about


4 

a. Defendants have violated Sections 17(a)(1) and (a)(3) of the Securities Act 

of 1933 (“Securities Act”) [15 U.S.C. §§ 77q(a)(1) and (3)] and Section 

10(b) of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. 

§ 78j(b)] and Rules 10b-5(a) and (c) thereunder [17 C.F.R. §§ 240.10b-5(a) 

and (c)]; 

b. Kistler violated Section 17(a)(2) of the Securities Act [15 U.S.C. 

§ 77q(a)(2)] and Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and Rule 

10b-5(b) thereunder [17 C.F.R. § 240.10b-5(b)]; and  

c. Kistler violated Section 9(a)(2) of the Exchange Act [15 U.S.C. § 78i(a)(2)].  

11. Unless Defendants are restrained and enjoined, they will engage in the acts, 

practices, and courses of business set forth in this Complaint, or in acts, practices, transactions, 

and courses of business of similar type and object. 

NATURE OF THE PROCEEDINGS AND RELIEF SOUGHT 

12. The Commission brings this action pursuant to the authority conferred upon it by 

Securities Act Sections 20(b) and 20(d) [15 U.S.C. §§ 77t(b) and 77t(d)] and Exchange Act 

Section 21(d) [15 U.S.C. § 78u(d)]. 

13. The Commission seeks a final judgment: (a) permanently enjoining Defendants 

from violating the federal securities laws and rules this Complaint alleges they have violated; 

(b) ordering Defendants to disgorge jointly and severally all ill-gotten gains they received as a 

result of the violations alleged here pursuant to Sections 21(d)(3), (5), and (7) of the Exchange 

Act [15 U.S.C. §§ 78u(d)(3), (5) and (7)], and to pay prejudgment interest thereon; (c) ordering 

Defendants to pay civil money penalties pursuant to Securities Act Section 20(d) [15 U.S.C. 

§ 77t(d)] and Exchange Act Section 21(d)(3) [15 U.S.C. § 78u(d)(3)]; (d) permanently 

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5 

prohibiting Kistler from serving as an officer or director of any company that has a class of 

securities registered under Exchange Act Section 12 [15 U.S.C. § 78l] or that is required to file 

reports under Exchange Act Section 15(d) [15 U.S.C. § 78o(d)], pursuant to Securities Act 

Section 20(e) [15 U.S.C. § 77t(e)] and Exchange Act Section 21(d)(2) [15 U.S.C. § 78u(d)(2)]; 

(e) permanently prohibiting Kistler and NOBS from participating in any offering of a penny 

stock, pursuant to Securities Act Section 20(g) [15 U.S.C. § 77t(g)] and Exchange Act Section 

21(d)(6) [15 U.S.C. § 78u(d)(6)]; and (f) ordering any other and further relief the Court may 

deem just and proper. 

JURISDICTION AND VENUE 

14. This court has jurisdiction over this action pursuant to Section 22(a) of the 

Securities Act [15 U.S.C. § 77v(a)] and Section 27 of the Exchange Act [15 U.S.C. § 78aa]. 

15. Venue lies in this District under Securities Act Section 22(a) [15 U.S.C. § 77v(a)] 

and Exchange Act Section 27 [15 U.S.C. § 78aa].  Certain of the acts, practices, transactions, and 

courses of business alleged herein occurred within this District.  For example, during the relevant 

time frame, Williamsville was located at 45 Rockefeller Plaza, New York, New York, and 30 

Wall Street, New York, New York.  In addition, Kistler made telephone calls to a Williamsville-

related entity located at 48 Wall Street, New York, New York, in furtherance of the scheme.  

Additionally, investors that purchased Williamsville stock during Kistler’s stock manipulation 

resided in this District and brokerage accounts that purchased Williamsville stock during 

Kistler’s stock manipulation were located in this District. 

16. The Defendants have, directly or indirectly, made use of the means or 

instrumentalities of interstate commerce, or of the mails, or the facilities of a national securities 

exchange in connection with the transactions, acts, practices, and courses of business alleged 

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6 

herein. 

DEFENDANTS 

17. Kistler, age 66, is a resident of Ossian, Indiana.  Kistler purported to be a 

consultant to Williamsville, but in reality, he was a control person. 

18. New Opportunity Business Solutions, Inc. (“NOBS”) is an Indiana corporation.  

Kistler is the sole owner and CEO of NOBS, and NOBS’ principal place of business is Kistler’s 

home address.   

FACTS 

I. Background: Kistler and NOBS  

19. Kistler has worked in the securities industry since approximately 1988, when he 

first became employed as a registered representative at a broker-dealer firm registered with the 

Commission and held a Series 7 securities license.   

20. From 1999 through 2006, Kistler worked for a particular broker-dealer in various 

capacities, including as a general securities representative, branch manager, registered options 

principal, and general securities sales supervisor.   

21. From 1999 through 2006, Kistler claims to have managed nine of that broker-

dealer’s offices in Indiana and to have overseen dozens of employees and client assets totaling 

more than $1 billion.   

22. Since 2006, Kistler has worked as a consultant for small companies in the United 

States.  Kistler holds himself out as assisting with the preparation of regulatory filings and 

helping private startup companies become fully reporting public companies, such as by 

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purchasing public companies quoted on OTC Markets and merging the private companies into 

the public companies.3   

23. At times, Kistler holds the title of an officer or director of the public companies 

for which he provides these services. 

24. Kistler also acts as a “shell” broker who finds publicly-traded “shell” companies 

(publicly traded companies with no or nominal operations and limited assets) for interested 

buyers.   

25. Kistler often conducts his microcap activities through NOBS, a purported 

business consulting company.   

26. In transactions brokered by Kistler, NOBS has, among other things, held 

promissory notes in microcap issuers, acted as an escrow agent, and received payments on 

Kistler’s behalf. 

27. Kistler and NOBS are compensated in various ways, including in the form of cash 

payments, stock in the public companies for which they are engaged, and/or promissory notes in 

the public companies for which they are engaged. 

                                                 
3  OTC Markets Group, Inc. (“OTC Markets”), headquartered in New York City, is the 
operator of OTC Link ATS (“OTC Link”), an inter-dealer quotation system.  Most issuers quoted 
on OTC Link do not meet the minimum listing requirements for trading on a national securities 
exchange.  OTC Markets classifies securities into three marketplace tiers based on certain 
criteria, including the quality and quantity of information that issuers disclose.  OTC Markets’ 
Pink Market is the lowest tier that allows for public quotations. 
 

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II. Defendants Gain Control of the Dormant Williamsville Shell. 

28. In early 2018, Kistler agreed to help an individual known as “Gwadiso,” with 

whom Kistler had prior dealings, gain control of a publicly traded company in the United States. 

Kistler has never met Gwadiso in person, and Gwadiso’s name may be a pseudonym.  

29. Gwadiso asked Kistler to help him buy “shell companies” so that he could “flip 

‘em…and keep on movin.’”     

30. Kistler responded that he “like[d]” the plan and that “[w]e are in the moving biz 

not storage.”4  

31. To flip Williamsville at a profit, the company would need to be “cleaned up” and 

put into Gwadiso’s and Kistler’s control.  In addition, the stock would have to have the 

appearance of trading in an active market and ideally be listed on a national stock exchange, 

instead of simply having its share price quoted on OTC Link.5  The stock would also need to 

have current press releases to give the appearance of company activity. 

32. Gwadiso operated through at least four companies during the relevant timeframe: 

Palewater Global Management Inc. (“Palewater Global”), Palewater Advisory Group Inc. 

(“Palewater Advisory”), Milost Global Inc. (“Milost Global”), located at 48 Wall Street, New 

York, NY, and Brooklyn Throne Inc. (“Brooklyn Throne”). 

                                                 
4  In a later WhatsApp chat, Gwadiso told Kistler that he would benefit from the sales.  
Specifically, Gwadiso and Kistler discussed selling the company for $1 million, and Gwadiso 
told Kistler he would “get something on that.” 
 
5  Share prices of Williamsville were quoted on OTC Link under ticker symbol “WSML.” 
 

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9 

33. During at least part of 2018, Gwadiso purported to be the founder and chairman 

of Palewater Global, chairman and CEO of Palewater Advisory, managing partner and CEO of 

Milost Global, and founder, chairman and CEO of Brooklyn Throne. 

34. Palewater Global’s website describes the company as a “private, merchant bank 

platform, initially formed in 2002, providing long-term capital and strategic advice to family-

owned and entrepreneurial businesses.” 

35. Palewater Global claimed in press releases to be “a New York based 

conglomerate with a diverse portfolio of activities founded in 2017,” and that “[a]mong its 

portfolio of clients are legions of government, publicly quoted and privately held companies all 

around the world, US, Asia, Europe and Africa.”   

36. Palewater Global purports to be the parent company of Palewater Advisory. 

37. Palewater Advisory claimed in press releases to be “a leading investment banking 

firm headquartered in New York…[specializing] in cross-border and M & A transactions, 

financing, public affairs, political campaign capital raising and strategy.” 

38. Milost Global purported to be a private equity firm with offices in New York City 

and Los Angeles, Hong Kong, and London and claimed in press releases to “have more than $25 

billion in committed capital.”   

39. On occasion, Milost Global has purported to be a subsidiary of Brooklyn Throne.6 

40. Brooklyn Throne is located in New York, New York.   

41. Brooklyn Throne purports to be the parent company of Palewater Global and 

Milost Global. 

                                                 
6  At least one organizational chart depicts Milost Global as a subsidiary of Brooklyn 
Throne, but at least one other organizational chart lists them as independent entities. 
 

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10 

42. Although Gwadiso controlled all four companies at all relevant times—Palewater 

Global, Palewater Advisory, Milost Global, and Brooklyn Throne—Kistler was Chairman and 

CEO of Palewater Advisory from at least July 24, 2017, until February 4, 2018, when Gwadiso 

replaced him.  

III. Defendants Obtain Control of Williamsville Shares. 

43. Kistler identified Williamsville as a potential target for Gwadiso and brokered the 

sale of Williamsville from Kistler’s associate, Joseph Arcaro (“Arcaro”), to Gwadiso.   

44. Prior to the official sale, Kistler and Gwadiso discussed restructuring 

Williamsville’s shares to obtain control of them.  Kistler stated that he would “eliminate” a class 

of shares and cancel “the other 2 million preferred shares.” 

45. Kistler stated that he would cancel the two million shares of preferred stock by 

“reversing them to nothing.” 

46. On February 15, 2018, Kistler told Gwadiso that he would “prepare resolutions 

for [Gwadiso’s] signature to allow [Kistler] to represent the company with vendors.” 

47. On February 16, 2018, an entity controlled by Arcaro sold 400 million shares of 

common stock and 5 million shares of preferred stock—together a control block of Williamsville 

stock—to Palewater Global for $150,000. 

48. Defendants received $50,000 of the $150,000 for their work on the deal. 

49. On February 16, 2018, Williamsville issued a board resolution appointing 

Gwadiso as its president, sole director, and CEO. 

50. On February 20, 2018, four days after Palewater Global’s acquisition of 

Williamsville, Williamsville issued a board resolution appointing Kistler as its “company 

representative.”   

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11 

51. The board resolution stated:  “[I]t is in the Company’s best interests [to] allow 

Brian Kistler to have access to corporate information with the company’s vendors including but 

not limited to the Transfer Agent and Registered Agent.” 

52. The same day, Williamsville authorized a 50 million-to-1 reverse split of 

Williamsville’s shares of preferred stock.7 

53. This reverse split had the effect of giving Kistler and other insiders control by 

vastly reducing the holdings of other shareholders.   

54. Kistler took immediate steps to shepherd the reverse split through Williamsville’s 

Transfer Agent for processing.  On or about February 21, 2018, Kistler instructed the Transfer 

Agent to effect the reverse split as quickly as possible and emailed the Transfer Agent over the 

next several weeks numerous times until his instructions were followed. 

55. Meanwhile, on February 20, 2018, NOBS purchased a convertible promissory 

note held by the Transfer Agent for approximately $5,300, which gave Kistler and NOBS access 

to shares of Williamsville stock.8 

56. In a WhatsApp chat on February 24, 2018, Kistler informed Gwadiso that Kistler 

was “officially the owner of the convertible note” and stated that the note would be convertible at 

“50% of the [share] price at [the time of conversion].”  In other words, the convertible 

                                                 
7  When a company completes a reverse stock split, each outstanding share of the company 
is converted into a fraction of a share.  For example, if a company declares a ten-for-one reverse 
stock split, each set of ten shares will be converted into a single share. 
 
8  A promissory note memorializes a debt from one party to another.  The person who is 
owed money becomes the noteholder.  With a convertible promissory note, that debt can be 
converted to equity, or stock, upon certain conditions agreed to by the parties, and then all or part 
of the debt is then paid off to the noteholder in stock.  Promissory notes can be sold to a third 
party, like Kistler or NOBS, who would then acquire the noteholder’s right to obtain stock in 
satisfaction of the debt. 
 

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12 

promissory note would give Kistler and NOBS the ability to convert the note to Williamsville 

shares at a discount. 

57. On or about February 22, 2018, Kistler incorporated Williamsville in Florida by 

filing articles of incorporation, which authorized the issuance of 15 billion shares of common 

stock, 100 million shares of preferred stock, and 1,000 shares of Series A Preferred Stock.  

According to Williamsville’s Florida articles of incorporation, the total aggregate of issued 

Series A preferred stock could be converted to 20% of the total number of issued and outstanding 

shares of common stock.9 

58. About two months later, Kistler further consolidated control of Williamsville by 

directing the Transfer Agent to issue one Series A Preferred Share to Gwadiso’s entity, Brooklyn 

Throne.10 

59. On or about April 3, 2018, Kistler also directed the Transfer Agent to issue 

billions of shares of Williamsville common stock, including 100 million shares to NOBS, 7 

billion shares to Palewater Global, and 1.55 billion shares to Milost Global. 

60. As of May 25, 2018, Palewater Global held 68% of Williamsville’s shares of 

common stock, Milost Global held about 14%, and Brooklyn Throne had the ability to convert 

its single Series A Preferred Share to 20% of the outstanding shares of Williamsville’s common 

stock.   

61. As of May 25, 2018, Kistler and NOBS together held more than 100 million 

shares of Williamsville’s common stock, plus the convertible promissory note. 

                                                 
9  The Florida filing listed Williamsville’s principal place of business as New York, New 
York. 
 
10  During the relevant timeframe, this was the only Series A Preferred share that 
Williamsville issued. 

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IV. Kistler Makes False and Misleading Statements to 
OTC Markets, the Transfer Agent, and FINRA. 

 
A. Kistler Makes False and Misleading Statements to OTC Markets.  

 
62. A key part of attracting investors to Williamsville and its shares was 

disseminating information to the marketplace about Williamsville.  Kistler did this by gaining 

access to OTC Markets’ investor relations portal, OTCIQ, through which he could upload 

disclosures and financial information that were made available for investors to view. 

63. Kistler initially tried to obtain user access for Gwadiso and listed Gwadiso as 

CEO of Williamsville in OTC Markets’ records. 

64. However, issues with confirming Gwadiso’s identity rendered obtaining access 

for Gwadiso and listing him as CEO impossible.   

65. Specifically, the OTCIQ application required the names of the issuer’s officers 

and indicated that OTC staff would verify the information prior to providing OTCIQ 

authorization, and OTC Markets personnel told Kistler that Gwadiso would need to submit a 

U.S. passport or driver’s license.   

66. On February 23, 2018, in a WhatsApp chat, Kistler conveyed to Gwadiso that 

OTC Markets required a U.S. passport or driver’s license to verify Gwadiso’s identity. 

67. In response, Gwadiso claimed that he had both Swiss and U.S. passports but 

explained that he used his Swiss passport in a pending court case “for jurisdiction purposes” and 

was reluctant to use his U.S. passport until that case was resolved, because, he opined, that 

would be perjury.   

68. Gwadiso also claimed to have a driver’s license but told Kistler he could not use it 

because he had not driven for nine years. 

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14 

69. Kistler then advised Gwadiso:  “Don’t respond to [OTC Markets] let me as I will 

advise [that] you travel and are unavailable right now and ask to have just me listed [as an 

authorized user on the OTCIQ system for Williamsville].” 

70. As he told Gwadiso, Kistler misled OTC Markets on February 26, 2018, by 

relaying to OTC Markets that “[Gwadiso] travels and is unable to respond to your email or send 

in any photo ID at this time.” 

71. In a WhatsApp chat on February 27, 2018, Gwadiso then suggested, “I might as 

well resign [from Williamsville] and put in [Gwadiso’s acquaintance (“Nominee”)] as CEO,” to 

which Kistler responded, “That would work.” 

72. On March 6, 2018, Kistler submitted a February 27, 2018 Consent Resolution by 

the Board of Directors of Williamsville (“February 27 Consent Resolution”) to OTC Markets 

reflecting Gwadiso’s resignation from Williamsville and the appointment of Gwadiso’s 

Nominee, as CEO of Williamsville.  Kistler again falsely attributed the change to Gwadiso’s 

travel schedule, when in fact it was due to the continued demand for Gwadiso’s photo 

identification.  

73. Moreover, Nominee’s appointment as CEO was in name only, as Kistler knew or 

recklessly disregarded, since he helped to install Nominee after Gwadiso told Kistler he could 

not provide either of his passports to OTC Markets. 

74. Kistler’s knowledge of Nominee’s role as merely a nominee is further evidenced 

by a March 20, 2018 WhatsApp chat, in which Kistler commented to Gwadiso:  “We need to 

keep [Nominee] as CEO of [Williamsville] until we are done with Finra and Sec.” 

B. Kistler Makes False and Misleading Statements to the Transfer Agent. 

75. On February 28, 2018, shortly after OTC Markets had requested identification for 

Gwadiso, Gwadiso’s identity became an issue with the Transfer Agent.   

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76. Kistler had requested that the Transfer Agent transfer Arcaro’s control shares to 

Palewater Global, but the Transfer Agent required identifying information from an officer of 

Palewater Global because Palewater Global was not in its system. 

77. Kistler—knowing that Gwadiso would not produce identification—told Gwadiso 

that Kistler would list someone else as officer of Palewater Global.  

78. Specifically, on February 28, 2018, Kistler told Gwadiso in a WhatsApp chat that 

Kistler would “make [Nominee] president” of Palewater Global.  Kistler then stated:  “[Check] 

email [Nominee] signs…. I will notarize.” 

79. That same day, Kistler emailed the Transfer Agent a form (“February 28 Transfer 

Agent Form”), notarized by Kistler and signed by Nominee, that established an account at the 

Transfer Agent for Palewater Global to receive its Williamsville shares and listed Nominee as 

Palewater Global’s president. 

80. As Kistler knew or recklessly disregarded, the February 28 Transfer Agent Form 

was false or at least misleading, because, as Kistler knew, Nominee was a Palewater Global 

officer in name only.11   

81. Kistler then took additional steps to conceal that Nominee did not actually control 

Palewater Global.  

82. On March 1, 2018, at 8:25 a.m., Kistler relayed to Gwadiso in a WhatsApp chat: 

“I am going to prepare an email that [Nominee] will need to forward to the [Transfer Agent] with 

the docs they want.  It is an exercise to make sure that I am not the one making the decisions.” 

                                                 
11  Later, in an April 13, 2018 WhatsApp chat, Gwadiso reminded Kistler that “[Nominee] is 
not an officer at Palewater, he was allowed to sign because we didn’t want to delay the process.” 
 

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83. About three hours later, at 11:47 a.m., Nominee indeed emailed the Transfer 

Agent, with a copy to Gwadiso and Kistler, a copy of his driver’s license, the February 28 

Transfer Agent Form, and a Consent Resolution of Palewater Global, dated February 26, 2018, 

signed by Gwadiso and stating that Nominee had been appointed president of Palewater Global. 

84. Nominee’s email had the subject line “FW: please forward this email to [Transfer 

Agent].” 

C. Kistler Tries to Obtain FINRA’s Approval For Certain Williamsville 
Corporate Actions by Improperly Notarizing Williamsville Documents. 

 
85. Kistler was an Indiana notary from October 18, 2010, to October 17, 2018.  

86. As set forth by Indiana statute effective at the time, a notary is authorized to “take 

and certify all acknowledgements of deeds or other instruments of writing required or authorized 

by law to be acknowledged” and “administer oaths generally, and take and certify affidavits and 

depositions.”  IND. CODE § 33-42-2-5 (2017).  

87. Guidance provided by the Business Services Division of the Indiana Secretary of 

State, the governmental body that regulates notaries, sets forth the standards of conduct to which 

notaries are held. 

88. The Indiana Notary Public Guide in effect as of December 1, 2015 (“2015 Notary 

Public Guide”), published by the Business Services Division, provides that “Indiana notaries 

have authority with respect to authenticat[ing] or attest[ing] to affirmations and oaths for persons 

or authorized representatives of organizations located in the state of Indiana”, and that 

“[n]]otaries have authority to perform notarial acts anywhere in the state and nowhere outside of 

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the state.”  See Indiana Notary Public Guide, Office of the Indiana Secretary of State Business 

Services Division (revised December 1, 2015) (“Indiana Notary Public Guide”) at 20.12 

89. During the relevant time frame, notaries were required to notarize documents in 

person.  IND. CODE § 33-42-13-3 (2017), Indiana Notary Public Guide at 38 (“The person who 

signed the document must always appear in person.  Failure to observe this requirement can 

result in criminal and civil liability and the loss of the notary’s commission.”) 

90. According to the Indiana Notary Public Guide, a notary’s “key functions are to 

perform reliable acts that the public can rely and depend on, and to deter fraud.”  Id. at 5. 

91. An Indiana notary’s role is to be an impartial witness.  Id. 

92. Additionally, Appendix IV of the 2015 Indiana Notary Public Guide provides that 

a notary “may not notarize a document for a company if the notary is a shareholder, director, 

officer, employee, member or partner.”  Id. at 52. 

93. Kistler misused his authority as a notary on numerous occasions in contravention 

of this guidance by notarizing documents signed by individuals not in Indiana. 

94. Furthermore, Kistler misused his authority as a notary because those same 

individuals did not appear in person before him when Kistler notarized the documents.   

95. Specifically, neither Gwadiso nor Nominee were located in Indiana on the dates 

that Kistler notarized the documents that they purportedly signed. 

96. Moreover, during the relevant timeframe, Kistler never met with Gwadiso nor 

Nominee in person anywhere in the world. 

                                                 
12  A revised Indiana Notary Public Guide was published in 2018, effective July 1, 2018.  It 
contains the same provisions referred to in this complaint as the 2015 Notary Public Guide. 

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97. Further, given Kistler’s control of Williamsville, Kistler could not have been an 

impartial witness to any of the purported signatures that he notarized for Williamsville. 

98. Indeed, as of February 28, 2018, Kistler was a shareholder of Williamsville, and 

so this is an additional reason that Kistler should not have notarized any document related to 

Williamsville after that date. 

99. Rather than deterring fraud, Kistler misused his authority as a notary to advance 

his fraud. 

100. Kistler improperly notarized a February 20, 2018 Consent Resolution (“February 

20 Consent Resolution”) entered into by the board of Williamsville’s predecessor, and 

purportedly signed by Gwadiso, which authorized Williamsville’s pending corporate actions, 

including its name and domicile change (“Corporate Actions”). 

101. Kistler’s notarization was improper because Gwadiso did not appear before him 

when Kistler notarized the document and Kistler was not an impartial witness. 

102. Similarly, Kistler improperly notarized a February 27, 2018 Consent Resolution 

of Williamsville’s shareholders (“February 27 Shareholder Resolution”), authorizing the 

Corporate Actions, which Gwadiso purportedly signed for Palewater Global, Williamsville’s 

majority shareholder.  Kistler also improperly notarized the February 27 Consent Resolution, 

which both Gwadiso and Nominee purportedly signed, in which the Board accepted Gwadiso’s 

resignation as CEO and chairman and appointed Nominee in his place. 

103. Kistler’s notarizations were improper because Gwadiso and Nominee did not 

appear before Kistler when Kistler notarized the document and Kistler was not an impartial 

witness. 

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104. Kistler’s notarizations of any Williamsville documents after February 28, 2018 

were also improper because by then, Kistler was a shareholder of Williamsville. 

105. Specifically, Kistler improperly notarized a March 8, 2018 letter (“March 8 

Resignation Letter”) to Williamsville in which Gwadiso resigned as CEO and chairman, 

purportedly signed by Gwadiso and Nominee. 

106. Kistler also improperly notarized a March 8, 2018 Consent Resolution (“March 8 

Consent Resolution”) of the Williamsville Board of Directors, purportedly signed by Gwadiso 

and Nominee, accepting Gwadiso’s resignation and appointing Nominee in his place. 

107. On March 1, 2018, OTC Markets declined to grant Kistler access to OTCIQ until 

FINRA approved Williamsville’s pending Corporate Actions, including its name and domicile 

change. 

108. In order for FINRA to approve Williamsville’s pending Corporate Actions, 

FINRA required Williamsville to submit, among other documents, notarized board resolution 

documents, including those enacting the appointment and resignation of one or more officers and 

authorizing the Corporate Actions. 

109. On March 13, 2018, Kistler submitted to FINRA the February 20 Consent 

Resolution, the February 27 Shareholder Resolution, the March 8 Resignation Letter, and the 

March 8 Consent Resolution. 

110. On March 13, 2018, FINRA advised Kistler that because he was “the authorized 

representative for the issuer for this corporate action request” he would need to submit 

documents “notarized by an independent third party.’ 

111. On March 19, 2018, Kistler resubmitted to FINRA the February 20 Consent 

Resolution, the February 27 Shareholder Resolution, the March 8 Resignation Letter, and March 

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8 Consent Resolution, this time notarized by a different notary (“Alternate Notary”).  On April 2, 

2018 FINRA approved Kistler’s Corporate Action requests, including Williamsville’s name and 

domicile change.  

112. FINRA’s approval of the Corporate Actions set the stage for Kistler’s access to 

OTCIQ, which allowed Kistler to disseminate information to the marketplace about 

Williamsville; this was key to attracting investors and advancing Kistler’s scheme.   

D. Kistler Submits Documents That He Improperly 
 Notarized to the Transfer Agent and OTC Markets. 

 
113. As noted above, in order to consolidate control of the company’s stock, Kistler 

needed to effectuate a reverse split of the shares of Williamsville’s preferred stock. 

114. In late February 2018, Kistler improperly notarized additional documents to send 

to the Transfer Agent in furtherance of his fraud.  For example, Kistler improperly notarized a 

February 20, 2018 Consent Resolution of the Board of Directors of Williamsville signed by 

Gwadiso and authorizing a 50 million to 1 reverse split of Preferred A shares. 

115. Kistler improperly notarized this document as Gwadiso did not appear before him 

when he notarized it.  In addition, Kistler was not an impartial witness to the signatures given his 

controlling role in Williamsville. 

116. On or about February 28, Kistler helped to prepare the February 28 Transfer 

Agent Form, so that Palewater Global could establish an account to receive its Williamsville 

control shares.   

117. Kistler also improperly notarized the February 28 Transfer Agent Form, which 

was purportedly signed by Nominee as Palewater Global’s president. 

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118. The February 28 Transfer Agent Form was improperly notarized in that Nominee 

did not appear before Kistler when Kistler notarized it, Kistler was not an impartial witness, and 

Kistler had played a role in drafting the document. 

119. As more fully described above, Kistler prepared an email for Nominee to send to 

the Transfer Agent along with the February 28 Transfer Agent Form, which Kistler emailed to 

Nominee.  Nominee then forwarded the email with the February 28 Transfer Agent Form to the 

Transfer Agent. 

120. Kistler similarly submitted an improperly notarized document, the February 27 

Consent Resolution, to OTC Markets on March 6, 2018 in order to gain access to OTCIQ. 

121. On April 9, 2018, after FINRA approved Kistler’s Corporate Actions, including 

Williamsville’s name and domicile change, OTC Markets granted Kistler access to OTCIQ. 

122. Kistler informed Gwadiso that day in a WhatsApp chat:  “OTC Markets just 

activated the account and I can begin making changes on the site. . . .  [It] is getting there.” 

V. Kistler Makes False and Misleading Public Statements. 
 
A. Kistler Makes Misrepresentations About Who Controls  

Williamsville and Palewater Global. 
 

123. As alleged below, in Williamsville’s public filings, Kistler falsely and 

misleadingly named Nominee as Williamsville’s and Palewater Global’s sole officer and 

director. 

124. As alleged below, Kistler knew or was reckless in not knowing that Nominee was 

not a true officer or director of Williamsville or Palewater Global. 

125. Among other things, as described above, it was Kistler himself who helped install 

Nominee as CEO of Williamsville when questions about Gwadiso’s identity emerged. 

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126. Kistler’s knowledge of Nominee’s role as merely a nominee with respect to 

Williamsville is further evidenced by a March 20, 2018 WhatsApp chat, in which Kistler 

commented to Gwadiso:  “We need to keep [Nominee] as CEO of [Williamsville] until we are 

done with Finra and Sec.” 

127. Kistler also installed Nominee as CEO of Palewater Global. 

128. Specifically, on February 28, 2018, Kistler told Gwadiso in a WhatsApp chat that 

Kistler would “make [Nominee] president” of Palewater Global.  Kistler then stated:  “[Check] 

email [Nominee] signs…. I will notarize.” 

129. Further, in an April 13, 2018 WhatsApp message to Kistler, Gwadiso recounted 

that “[Nominee] is not an officer at Palewater, he was allowed to sign because we didn’t want to 

delay the process.” 

130. As alleged below, Kistler also knew or was reckless in not knowing that he was a 

control person of Williamsville, and did not disclose his de facto control. 

131. Kistler’s control of Williamsville is evidenced by, among other things, his control 

over its corporate actions, including adding and removing officers and reverse stock splits; his 

communications with FINRA, the Transfer Agent, and OTC Markets; as well as his control over 

its filings with OTC Markets and with the Commission.   

132. Kistler’s WhatsApp chats with Gwadiso further reflect Kistler’s control of 

Williamsville.  On one occasion, in discussing a Commission filing, Gwadiso told Kistler he 

would “follow [his] lead.” 

133. In addition, Kistler also had a leading role in directing Williamsville’s press 

releases.  For example, on April 11, 2018, Kistler advised Gwadiso not to “release any news 

about [Williamsville]…until all audits are completed and form 10 has been effective.”  

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134. And not only was Kistler a control person of Williamsville, but he took steps to 

hide that fact.  In a March 1, 2018 WhatsApp chat, Kistler told Gwadiso that he would prepare 

an email for Nominee to respond to a Transfer Agent request for documents, characterizing it as 

“an exercise to make sure that I am not the one making decisions.” 

135. On March 9, 2018, Williamsville issued a press release that announced a “change 

of control” of Williamsville.  It further stated that Nominee had been named CEO and Chairman 

of the Board. 

136. Kistler both drafted the press release and submitted it to GlobeNewswire, a press 

release distribution company. 

137. In Williamsville’s March 26, 2018 Form 10 filing (“March 26 Form 10”) with the 

Commission, Nominee was listed as Williamsville’s sole officer and director of the company. 

138. Kistler submitted this form for publication. 

139. On April 17, 2018, Williamsville posted through OTCIQ a Quarterly Report 

listing the Nominee as CEO and Chairman of Williamsville. 

140. Kistler was the individual that posted this form to OTCIQ. 

141. On April 18, 2018, Williamsville posted through OTCIQ an Officer/Director 

Disclosure form listing Nominee as CEO of Williamsville. 

142. Kistler was the individual that posted this form to OTCIQ. 

143. Kistler posted these two disclosures to OTCIQ in direct response to Gwadiso’s 

concern that “the otc put a yield sign???” and his worry that “[t]his is gonna negatively affect all 

our deals.”13 

                                                 
13  On April 17, 2020, Williamsville’s stock was downgraded at OTC Markets, due to late 
filings, from the Pink Current to the Pink Limited tier, which is denoted by a yield sign.  The 

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144. On May 1, 2018, Williamsville filed an Amended Form 10 (“May 1 Amended 

Form 10”), listing Nominee as Williamsville’s sole officer and director. 

145. Kistler submitted the May 1 Amended Form 10 for publication, 

146. Kistler was also involved in drafting the document.  In an April 20, 2018 

WhatsApp chat with Gwadiso discussing the Commission’s comments to the March 26 Form 10, 

Kistler stated he would “work on the responses over the weekend.” 

147. On May 25, 2018 Williamsville filed an Amended Form 10 (“May 25 Amended 

Form 10”), with the Commission that listed Nominee as sole officer and director. 

148. Kistler submitted this form for publication. 

149. Kistler helped to draft this document and then sent it to Nominee to sign before 

filing it with the Commission. 

150. Kistler also determined which exhibits and other accompanying materials 

Williamsville would publish with the filing.  

B.  Kistler Makes Misrepresentations About His Compensation. 

151. On February 15, 2018, Palewater Advisory transferred $150,000 to NOBS, which 

acted as the escrow agent in the sale of Arcaro’s Williamsville control shares to Palewater 

Global.  

152. On February 16, 2018, NOBS in turn transferred $100,000 of this amount to an 

entity controlled by Arcaro.   

153. NOBS—and thus Kistler—kept $50,000 of the funds Palewater Advisory had 

transferred to NOBS, apparently as a fee.  

                                                 
Pink Current tier is for companies that have provided current financials and disclosures.  The 
Pink Limited tier cautions investors that the company has not met OTC Market’s basic disclosure 
guidelines. 
 

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154. On May 25, 2018, Williamsville publicly filed the May 25 Amended Form 10 

with the Commission. 

155. Kistler submitted this form for publication. 

156. Kistler helped to draft this document and then sent it to Nominee to sign before 

filing it with the Commission. 

157. Kistler also determined which exhibits and other accompanying materials 

Williamsville would publish with the filing.  

158. The May 25 Amended Form 10 claimed that Arcaro had sold Williamsville’s 

control shares to Palewater Global for $150,000 on February 16, 2018. 

159. The May 25 Amended Form 10 statement falsely or misleadingly failed to 

disclose that $50,000 of this purported price—or one-third—was actually a fee to Kistler. 

160. The May 25 Amended Form 10 also falsely claimed that Palewater Global was 

Williamsville’s buyer. 

161. In reality, Palewater Advisory—of which Kistler himself had been the nominal 

chairman and CEO until just a few weeks before the February 2018 sale of Arcaro’s 

Williamsville shares to Palewater Global—had provided the funds for the purchase. 

162. Kistler and Gwadiso had been reluctant to include the fee in the filing, because, 

Gwadiso observed in a WhatsApp chat “[m]entioning the price at which the shell was acquired 

will affect us when we sell these shell companies.’ 

163. Kistler and Gwadiso ultimately included the purchase price, but as described 

above, misleadingly inflated the purchase price by not deducting Kistler’s compensation. 

 
 
 

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VI. Kistler Engages in Unlawful Market Manipulation to “Build a Chart.” 
 
164. For at least five years before 2018, Williamsville was a dormant shell and its 

stock was thinly traded. 

165. For example, from January 1, 2018 through February 27, 2018 the volume of 

trading Williamsville stock never exceeded 20,240 shares per five-day moving average.14  

166. From January 1, 2018 through February 27, 2018, Williamsville’s closing share 

price never exceeded $0.0043 per share.  

167. As described in more detail below, from February 28 through March 29, 2018, 

NOBS received $32,500 from entities associated with Gwadiso for Kistler to engage in 

manipulative trades of Williamsville stock. 

168. Kistler then made those manipulative trades to create the false appearance of an 

active trading market in Williamsville stock in order to induce the public to purchase the stock, a 

manipulative practice sometimes called “building a chart.”   

169. Microcap fraudsters often engage in this practice to increase a stock’s price and 

volume and to give the false appearance of an established, active trading market to potential 

investors.   

170. In a WhatsApp message on February 28, 2018, Gwadiso told Kistler that he “must 

spend…$2500 at [Williamsville]”—meaning buy $2500 worth of Williamsville stock—and that 

someone will “send [Kistler] another wire tomorrow” for the money that Kistler would need to 

buy the stock.   

                                                 
14  A “moving average” is a calculation that averages a given metric, such as trading volume, 
over a period of time, and recalculates the average as that window of time changes or “moves.”  
This type of analysis mitigates the impacts of random, short-term fluctuations over a period of 
time. 

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171. In the same WhatsApp chat at 10:11 a.m.15, Kistler informed Gwadiso that 

Kistler’s Williamsville bid  was at $0.005 and inquired, “[I]f you want me to buy higher let me 

know.” 16 

172. In other words, unlike a stock purchaser who purchases for the legitimate purpose 

of making money on the stock by buying at a lower price and selling at a higher price, Kistler 

made clear that he was willing to buy Williamsville stock at a higher price.  

173. Kistler then in fact bid higher.  At 11:03 a.m., Kistler told Gwadiso that he “raised 

[his Williamsville] bid to .0055”. 

174. At 1:32 p.m., Kistler relayed to Gwadiso that Kistler’s Williamsville bid “is now 

.0068.” 

175. At 1:45 p.m., Kistler told Gwadiso that Kistler was “bidding…at .007”. 

176. That day, Kistler purchased a total of 200,000 shares of Williamsville in a 

brokerage account in his name.   

177. He purchased 100,000 of those shares as the first trader of the day at $0.0055 per 

share, a 28% increase over the previous day’s closing price of $0.0043 per share.   

178. He purchased the additional 100,000 shares at 3:35 p.m. at $0.007 per share. 

179. From February 28 through March 29, 2018, including the 200,000 shares 

described above, Kistler purchased 1,285,000 Williamsville shares, at a total cost of 

approximately $31,165, each time in his brokerage account.   

                                                 
15  All times listed are Eastern Time. 
 
16  The term “bid” refers to the highest price a buyer will pay to buy a specified number of 
shares of a stock at any given time.   
 

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file://ad.sec.gov/enfcases/NYRO-ENFCases01/NY-09919/Investigative%20Files/Investigative%20Working%20Papers/Action%20memo/Kistler%20action%20memo/supporting%20documents%20for%20act%20mem/trade%20data/Excerpt%20of%20Fidelity%20Exhibit%203c.pdf


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180. Kistler’s purchases made up a large portion of Williamsville’s trading volume 

during the days Kistler engaged in his manipulative trades.  

181. For example, on February 28, 2018, Kistler’s purchases accounted for 65% of the 

day’s total trading in Williamsville. 

182. On March 2, 2018, Kistler’s purchases accounted for 99% of the day’s total 

trading in Williamsville.   

183. And on March 5, 2018, Kistler’s purchases accounted for 78% of the day’s total 

trading in Williamsville. 

184. Kistler’s purchases impacted the stock’s price.   

185. For example, on Friday, March 2, 2018, Kistler made the last executed trade of 

the day by purchasing 10,000 Williamsville shares at $0.009 per share.  

186. Then, on Monday, March 5, 2018, Kistler also made the first trade of the day by 

purchasing Williamsville shares at $0.012 per share, a 33% increase from the prior trading day’s 

closing share price.   

187. Examples of Kistler’s trades are summarized in Appendix A, which is 

incorporated here by reference. 

188. On virtually every day that Kistler bought Williamsville shares, Gwadiso sent 

WhatsApp messages to Kistler referring to the amount of money transferred to Kistler for the 

purchase of Williamsville shares.   

189. In those messages, Gwadiso sometimes named a specific bid price.   

190. On other occasions, Kistler used his own judgment to choose the bid price. 

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191. In sworn investigative testimony before the Commission on June 28, 2021, Kistler 

admitted that he purchased Williamsville stock to “keep the bid going” so that if people wanted 

to sell Williamsville stock or sell it higher, there would be someone to buy it.  

192. In his testimony, Kistler also admitted that he was “trying to just – just support the 

market without the – without making it run real hard” and, because there was “no volume at 

all[,]…we wanted to just create a little bit of trading just so that there was some – some volume.” 

193. In sum, Kistler engaged in trading Williamsville stock not for bona fide 

investment purposes but to create the artificial appearance of volume and/or to increase 

Williamsville’s stock price to in turn create the artificial appearance of an active market for 

Williamsville and induce others to purchase Williamsville shares. 

194. The increase in Williamsville’s stock price also helped to increase the company’s 

market capitalization, which would help get Williamsville’s shares uplisted to a national 

exchange, as described below.   

VII.  Kistler Increases the Number of Williamsville Shares to Try to Get  
Williamsville’s Stock “Uplisted” to a National Securities Exchange. 

 
195. In order for a stock to be listed on a national securities exchange, such as 

NASDAQ, the New York Stock Exchange (NYSE) or the American Stock Exchange (AMEX), 

the stock must satisfy certain standards set by those exchanges.  Each exchange has its own 

listing standards, but they typically concern the stock’s liquidity and price, the number of 

shareholders, and the company’s earnings and/or market capitalization. 

196. As Kistler admits he understood in investigative testimony, for “the NASDAQ 

[listing], you got to have a certain amount of market cap….  You got to have a certain price.” 

197. On or about February 22, 2018, Kistler incorporated Williamsville in Florida by 

filing articles of incorporation, which authorized Williamsville to issue 15 billion shares of 

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common stock, 100 million shares of preferred stock, and 1,000 shares of Series A Preferred 

Stock.  

198. On or about April 3, 2018, Kistler directed the Transfer Agent to issue billions of 

shares of Williamsville common stock, including 100 million shares to NOBS, 7 billion shares to 

Palewater Global, and 1.55 billion shares to Milost Global. 

199. Kistler’s actions increased Williamsville’s market capitalization in furtherance of 

his goal to have Williamsville’s stock “uplisted” such that it was listed on a national securities 

exchange, through the issuance of billions of outstanding shares and a dramatic increase in share 

price. 

200. Such an increase in market capitalization and an “uplisting” to a national 

securities exchange would make Williamsville more attractive for a buyer. 

201. As Kistler has admitted in investigative testimony, “one of the whole points” of 

his dealings with Gwadiso and Williamsville was to get Williamsville’s stock listed on the 

NASDAQ stock exchange, the AMEX stock exchange, or the New York Stock Exchange in 

anticipation of selling the company.   

VIII. Williamsville Issues a Flurry of Press Releases, Some of Which Kistler  
Admits Were “Outrageous.” 
 
202. From May 29 through June 26, 2018, Williamsville issued at least eleven press 

releases touting purported business dealings with foreign companies, as listed in Appendix B, 

incorporated here by reference.   

203. For example, on May 29, 2018, Williamsville issued a press release announcing 

that it had entered into a letter of intent to acquire a Nigerian animal pharmaceutical company. 

204. On May 30, 2018, Williamsville announced that it had acquired a Ghanaian 

finance company.   

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205. On May 31, 2018, Williamsville announced that it had that it had signed a letter 

of intent to acquire control of a 58-year old Nigerian insurance underwriter. 

206. In another example, on June 26, 2018, Williamsville issued a press release 

announcing that it had entered into an agreement to develop 1,000 houses for the Nigerian 

Ministry of Defense. 

207. Kistler drafted some of the Williamsville press releases and reviewed others.   

208. As Kistler admitted in his investigative testimony, he believed that some of 

Williamsville’s public statements were “outrageous” and not verifiable.   

209. Kistler never caused Williamsville to issue any corrective disclosures concerning 

any of Williamsville’s public statements or to retract any of them.   

IX. The Commission Suspends Trading in Williamsville Stock. 

210. The Defendants’ fraudulent scheme to increase the purported market 

capitalization of Williamsville and its market activity succeeded. 

211. From the time Defendants first became involved with Williamsville in February 

2018 through July 3, 2018, Williamsville’s stock price, trading volume, outstanding shares of 

common stock, and market capitalization increased exponentially.   

212. On February 15, 2018, the last trading day before Kistler was appointed 

consultant, only 100 shares of Williamsville were traded.   

213. That day, Williamsville’s closing stock price was $0.0043 per share with 

653,000,000 shares of common stock outstanding.  Thus, the company’s market capitalization 

amounted to less than $3 million.  

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214. On July 2, 2018, given Defendants’ fraudulent conduct alleged above, 

Williamsville’s market capitalization totaled approximately $1.7 billion based on its closing 

stock price of $0.1508 that day and 11,585,000,000 shares of common stock outstanding.  

215. That day, 246,457 shares of Williamsville were traded. 

216. On July 3, 2018, the Commission temporarily suspended trading in Williamsville 

stock, effective the next trading day, July 5, 2018.  In its order suspending the trading, the 

Commission that the suspension was based on “questions about the accuracy of information in 

the Company’s press releases since at least May 29, 2018, regarding the Company’s business 

plans and acquisitions, and concerns since at least March 9, 2018, about recent, unusual and 

unexplained market activity in shares of the Company’s common stock.” 

217. Based on Williamsville’s closing price of $0.1499 on July 3, 3018, the last trading 

day before the stock suspension, NOBS could have converted the promissory note it had 

purchased from Williamsville, alleged above, to at least 35,000 additional Williamsville shares. 

218. The Commission suspended trading before Defendants could sell NOBS’ 100 

million Williamsville shares at a profit or convert NOBS’ convertible promissory note into 

35,000 additional Williamsville shares and sell those at a profit. 

FIRST CLAIM FOR RELIEF 
Violations of Securities Act Sections 17(a)(1) and 17(a)(3) 

(Both Defendants) 
 

219. The Commission realleges and incorporates by reference each and every 

allegation contained in paragraphs 1 through 218, as if fully set forth herein. 

220. Kistler and NOBS, directly or indirectly, singly or in concert, in the offer and 

sale of securities, by the use of the means and instruments of transportation and 

communication in interstate commerce and of the mails: (1) knowingly or recklessly have 

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employed one or more devices, schemes or artifices to defraud and/or (2) knowingly, recklessly, 

or negligently have engaged in one or more transactions, practices, or courses of business which 

operated or would operate as a fraud or deceit upon the purchaser. 

221. By reason of the foregoing, Kistler and NOBS, directly or indirectly, singly or in 

concert, have violated and, unless enjoined, will again violate Securities Act Sections 17(a)(1) 

and (3) of the Securities Act [15 U.S.C. §§ 77q(a)(1) and (3)]. 

SECOND CLAIM FOR RELIEF 
Violations of Exchange Act Section 10(b) and Rule 10b-5(a) and (c) Thereunder 

(Both Defendants) 

222. The Commission realleges and incorporates by reference each and every 

allegation contained in paragraphs 1 through 218, as if fully set forth herein. 

223. Kistler and NOBS, directly or indirectly, singly or in concert, in connection with 

the purchase or sale of securities and by the use of means or instrumentalities of interstate 

commerce, or the mails, or the facilities of a national securities exchange, knowingly or 

recklessly have (i) employed one or more devices, schemes, or artifices to defraud and/or (ii) 

engaged in one or more acts, practices, or courses of business which operated or would operate 

as a fraud or deceit upon other persons. 

224. By reason of the foregoing, Kistler and NOBS directly or indirectly, singly or in 

concert, have violated and, unless enjoined, will again violate Exchange Act Section 10(b) [15 

U.S.C. § 78j(b)] and Rules 10b-5(a) and (c) thereunder [17 C.F.R. §§ 240.10b-5(a) and (c)]. 

THIRD CLAIM FOR RELIEF 
Violations of Securities Act Section 17(a)(2) 

(Kistler) 

225. The Commission realleges and incorporates by reference each and every 

allegation contained in paragraphs 1 through 163, as if fully set forth herein. 

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226. Kistler, directly or indirectly, singly or in concert, in the offer or sale of securities 

and by the use of the means or instruments of transportation or communication in interstate 

commerce or the mails, knowingly, recklessly, or negligently has obtained money or property by 

means of one or more untrue statements of a material fact or omissions of a material fact 

necessary in order to make the statements made, in light of the circumstances under which they 

were made, not misleading. 

227. By reason of the foregoing, Kistler directly or indirectly, singly or in concert, has 

violated and, unless enjoined, will again violate Securities Act Section 17(a)(2) [15 U.S.C. § 

77q(a)(2)]. 

FOURTH CLAIM FOR RELIEF 
Violations of Exchange Act Section 10(b) and Rule 10b-5(b) Thereunder 

(Kistler) 

228. The Commission realleges and incorporates by reference each and every 

allegation contained in paragraphs 1 through 163, as if fully set forth herein. 

229. Kistler, directly or indirectly, singly or in concert, in connection with the purchase 

or sale of securities and by the use of means or instrumentalities of interstate commerce, or the 

mails, or the facilities of a national securities exchange, knowingly or recklessly made one or 

more untrue statements of a material fact or omitted to state one or more material facts necessary 

in order to make the statements made, in light of the circumstances under which they were made, 

not misleading. 

230. By reason of the foregoing, Kistler, directly or indirectly, singly or in concert, 

has violated and, unless enjoined, will again violate Exchange Act Section 10(b) [15 U.S.C. 

§ 78j(b)] and Rule 10b-5(b) thereunder [17 C.F.R. § 240.10b-5(b)]. 

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FIFTH CLAIM FOR RELIEF 
Violation of Exchange Act Section 9(a)(2) 

(Kistler) 

231. The Commission realleges and incorporates by reference each and every 

allegation contained in paragraphs 1 through 61, 164 through 194, and 210 through 218, as if 

fully set forth herein. 

232. Kistler directly or indirectly, by the use of the mails or any means or 

instrumentality of interstate commerce, or of any facility of any national securities exchange, 

effected, alone or with one or more other persons, a series of transactions in a security creating 

actual or apparent active trading in such security, or raising or depressing the price of such 

security, for the purpose of inducing the purchase or sale of such security by others. 

233. By reason of the foregoing, Kistler directly or indirectly, singly or in concert, has 

violated and, unless enjoined, will again violate Section 9(a)(2) of the Exchange Act [15 U.S.C. 

§78i(a)(2)]. 

PRAYER FOR RELIEF 

WHEREFORE, the Commission respectfully requests that this Court issue a Final Judgment: 

I.  

Permanently enjoining Kistler and his agents, servants, employees and attorneys and all 

persons in active concert or participation with any of them from violating, directly or indirectly, 

Securities Act Section 17(a) [15 U.S.C. §§ 77q(a)], Exchange Act Sections 9(a)(2) and 10(b) [15 

U.S.C. §§ 78i(a)(2) and 78j(b)], and Rule 10b-5 [17 C.F.R. § 240.10b-5]; 

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II. 

 Permanently enjoining NOBS and its agents, servants, employees and attorneys and all 

persons in active concert or participation with any of them from violating, directly or indirectly, 

Securities Act Section 17(a) [15 U.S.C. § 77q(a)], Exchange Act Section 10(b) [15 U.S.C. § 

78j(b)], and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5]; 

III. 

Ordering Defendants to disgorge, jointly and severally, all ill-gotten gains they received 

directly or indirectly as a result of the alleged violations, pursuant to Sections 21(d)(3), (5), and 

(7) of the Exchange Act [15 U.S.C. §§ 78u(d)(3), (5), and (7)], with pre-judgment interest 

thereon; 

IV. 

 Ordering Defendants to pay civil monetary penalties under Securities Act Section 20(d) 

[15 U.S.C. § 77t(d)] and Exchange Act Section 21(d)(3) [15 U.S.C. § 78u(d)(3)]; 

V. 

Permanently prohibiting Kistler from serving as an officer or director of any company 

that has a class of securities registered under Exchange Act Section 12 [15 U.S.C. § 78l] or that 

is required to file reports under Exchange Act Section 15(d) [15 U.S.C. § 78o(d)], pursuant to 

Securities Act Section 20(e) [15 U.S.C. § 77t(e)] and Exchange Act Section 21(d)(2) [15 U.S.C. 

§ 78u(d)(2)]; 

VI. 

Permanently prohibiting Kistler and NOBS from participating in any offering of a penny 

stock, including engaging in activities with a broker, dealer, or issuer for purposes of issuing, 

trading, or inducing or attempting to induce the purchase or sale of any penny stock, under 

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Securities Act Section 20(g) [15 U.S.C. § 77t(g)] and Exchange Act Section 21(d)(6) [15 U.S.C. 

§ 78u(d)(6)]; and 

VII. 

Granting such other relief as this Court may deem just and appropriate. 
 
 
 
Dated: New York, New York 
  December 16, 2022 
 
 
          By:  _____________________________ 
      Thomas P. Smith, Jr. 
      SECURITIES AND EXCHANGE COMMISSION 
      Co-Acting Regional Director 
      Sheldon L. Pollock 

Judith A. Weinstock 
Michael Paley 
Laura Yeu 
Kristine Zaleskas 

      Attorneys for Plaintiff 
      SECURITIES AND EXCHANGE COMMISSION 
      New York Regional Office 
      100 Pearl Street, Suite 20-100 

New York, NY  10004-2616 
      (212) 336-0189 (Zaleskas) 
      E-mail: [email protected] 
 
  

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Appendix A: Kistler’s Trading in Williamsville Stock 

 
Date Kistler’s Trading in Williamsville Stock % of Daily Volume 

2/28/2018 Kistler purchased a total of 200,000 shares:  
• 100,000 shares as the first trader of the day at $0.0055, 

a 28% increase over the previous day’s closing share 
price of $0.0043   

• 100,000 shares at 3:35pm at $0.007  
 

65% 

3/2/2018 Kistler purchased a total of 180,000 shares at an average cost 
of $0.00886, a 34% increase over the previous day’s closing 
share price of $0.0066: 

• 10,000 shares as the last trader of the day at $0.009 
 

99% 

3/5/2018 Kistler purchased a total of 350,000 shares at an average cost 
of $0.0124: 

• 10,000 shares as the first trader of the day at $0.012, a 
33% increase over the previous trading day’s closing 
share price of $0.009.   

 

78% 

3/6/2018 Kistler purchased 250,000 shares at an average cost of 
$0.0182, a 40% increase over the previous day’s closing share 
price of $0.013. 

 

27% 

3/20/2018 Kistler purchased 100,000 shares.   
 

31% 

3/23/2018 Kistler purchased 120,000 shares.   
 

25% 

3/28/2018 Kistler purchased 65,000 shares. 
 

22% 

3/29/2018 Kistler purchased 20,000 shares. 
 

18% 

 
 
  

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Appendix B:  Williamsville Press Releases, May 29, 2018-June 26, 2018 
 

Date Press Release 
5/29/2018 “Williamsville Sears Signs an LOI to Acquire a Nigerian Based Animal Healthcare 

Company”: the company claims that “it has signed a Letter of Intent (the "LOI") for the 
acquisition of Turner Wright Limited, a Nigerian-based pharmaceutical firm, in a stock-
swap transaction subject to the approval by both companies of definitive documents and 
the achievement of certain other milestones.” 

5/30/2018 “Williamsville Sears Signs an LOI to Acquire a Ghana Based Microlender”: the company 
claims that “it has signed a Letter of Intent (the "LOI") for the acquisition of True Life 
Capital Microfinance Limited, a Ghana-based microfinance firm, in an all-stock 
transaction subject to the approval by both companies of definitive documents and 
approval by the Bank of Ghana (“BOG”) as regulator, as well as the achievement of certain 
other milestones[.]” 

5/31/2018 “Williamsville Sears Signs an LOI to Acquire Control of a 58-Year Nigerian Insurance 
Underwriter”: the company claims that “it has signed a Letter of Intent (the "LOI") with 
Conau Limited for the acquisition of 60% control equity which it holds in its subsidiary 
company African Alliance Insurance PLC, a Nigerian Stock Exchange quoted insurance 
company, in an all stock-swap transaction subject to the approval by both companies, the 
execution of definitive agreements and the achievement of certain other milestones.” 

6/5/2018 “Williamsville Sears Expands to Movies, Music and Events” – the company claims that it 
has formed a new subsidiary, Opulent Entertainment Group Corporation, “which will 
house and manage Williamsville Sears’ global entertainment portfolio.” 

6/6/2018 “Williamsville Sears Signs an LOI to Acquire a Canadian Entertainment Company” – the 
company claims that it has purchased Buds Entertainment Inc., a Nova Scotia company 
with a focus “in film and music production[.]” 

6/18/2018 “Williamsville Sears Has Executed the Definitive Acquisition Agreement for the Outright 
Takeover of Femab Properties Ltd.” – the company claims that it “has entered into the 
definitive agreement of the previously announced acquisition of FPL Holdings Inc., the 
parent company of Femab Properties Limited.” 

6/20/2018 “Williamsville Sears Forms an African Subsidiary To House, Manage and Operate African 
Operations” – the company claims that it “has formed [Williamsville] Africa Group (Pty) 
Ltd. in South Africa to be a holding company for its African operations.” 

6/25/2018 “Williamsville Sears Has Executed Its Second Definitive Acquisition Agreement For the 
Outright Takeover of Royal Systems & Services Limited” – the company claims that it 
“has entered into the definitive agreement of the previously announced acquisition of 
Royal Systems & Services Limited in Ghana.” 

6/26/2018 “Williamsville Sears Announces that Femab Properties Has Signed an MOU with 
Nigeria’s Federal Defense Department” – the company claims that it had “entered into a 
Memorandum of Understanding with the Association of Senior Civil Servants of Nigeria 
(ASCSN) Ministry of Defense Abuja to develop over 1,000 houses for their members and 
other Federal Ministries, Departments and Agencies within different locations across the 
nation.” 

 

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