On December 30, 2020, the Commission filed a complaint (the “Complaint”) against William J. Bowser (“Bowser”), Christopher J. Ashby (“Ashby”), Scott W. Beynon (“Beynon”), and Jordan S. Nelson (“Nelson”) (collectively, “Defendants”). This case involves an offering fraud related to Noah Corporation (“Noah”), an operator of commercial event centers, and Rockwell Debt Free Properties, Inc. (“Rockwell”), a seller of securities in Noah. Bowser, the founder and (former) President of Noah, along with Ashby, Beynon, and Nelson, the founders and owners of Rockwell, made material misrepresentations and omissions to sell securities comprising fractional, tenant-in-common interests in Noah event centers (the “Noah TIC Interests”). In the Complaint, the Commission alleged that through their misconduct between approximately January 2017 and February 2019, Defendants convinced approximately 90 investors to purchase over $35.9 million in securities in the form of Noah TIC Interests. See the Commission’s Complaint. 

In total, the Defendants were ordered to pay $2,067,163.91 in disgorgement, prejudgment interest, and civil penalties, to the Commission (collectively, “Final Judgments”). The Commission was ordered to hold all funds, together with interest and income earned thereon, pending further order of the Court. See Bowser’s Final Judgment, Ashby’s Final Judgment, Beynon’s Final Judgment, and Nelson’s Final Judgment. 

On November 22, 2021, the Court entered an order that established a Fair Fund (the “Fair Fund”) for the disgorgement, prejudgment interest, and penalties paid by the Defendants, including any future funds collected, pursuant to the Final Judgments. Any accrued interest or earnings are to be added to the Fair Fund. The Court’s Order also appointed Miller Kaplan Arase LLP as the Tax Administrator to fulfill the tax obligations of the Fair Fund and authorized the Commission to approve and arrange for the payment of all tax obligations and the fees and expenses of the Tax Administrator owed by the Fair Fund directly from the Fair Fund without further order of the Court. See the Court’s Order. 

As of May 2023, the Fair Fund is comprised of $1,648,264.55 collected from the Defendants. Any future funds collected pursuant to the Final Judgements, along with any accrued interest will be added to the Fair Fund. 

On August 17, 2023, the Court entered an order that appointed Adriene Mixon, a Commission employee, as the Distribution Agent to oversee the administration of the Fair Fund and implement a Court-approved Distribution Plan (the “Plan”). See the Court’s Order.

The Distribution Agent is working with economic experts to develop a Plan to distribute the Fair Fund to harmed investors. Upon its completion, the Distribution Agent will submit the Plan to the Court for approval. 

For more information, please contact the Commission:
Office of Distributions
Email: ENFOfficeofDistributions@sec.gov