SEC: Microcap Company, Preston Corp Charged with Fraud

SEC: Microcap Company, Preston Corp Charged with Fraud

(STL.News) On January 15, 2021, the Securities and Exchange Commission charged the CEO of a Texas-based microcap issuer with fraud for making material misstatements in numerous press releases and for misappropriating investor funds raised in an unlawful securities offering.

According to the SEC’s complaint, during the relevant period, Preston Corp. (a/k/a Preston Royalty Corp.), a now-defunct microcap issuer, purported to be a financial services provider specializing in royalty financing for mining operations, but in reality had no actual operations.  The complaint alleges that the defendant, William Andrew Stack, Esq., a licensed lawyer who had no experience in the mining industry, served as Preston Corp.’s nominal CEO at the behest of the company’s undisclosed control person, William S. Marshall, who had previously been charged by the SEC in another, similar fraud.  According to the complaint, Stack admitted his figurehead CEO status in an email to Marshall, saying that unless he was paid more money, he would no longer take on the legal risks of acting as Preston’s CEO in name only.

The SEC’s complaint alleges that while serving as the company’s figurehead CEO, Stack issued four press releases that materially misled investors, falsely claiming, among other things, that Preston Corp.

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