Category Archives: Public Company Compliance

SEC Settles with Unregistered Public Shell Company Broker

Yesterday, The Securities and Exchange Commission filed settled charges against recidivist James K. McKillop for acting as an unregistered broker and for failing to timely file required beneficial ownership forms in connection with his position at Tiber Creek Corp. The SEC also separately filed related settled administrative charges against Tiber Creek and Tiber Creek’s president, James M. Cassidy. According to

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SEC Charges Texas Oil-And-Gas NanoCap Company and Its Former CEO in Penny Stock Fraud

On March 19, 2019, the Securities and Exchange Commission charged a Texas-based oil-and-gas penny stock company and its former CEO with fraudulently concealing the loss of the company’s major source of revenue. According to the complaint, in mid-2017, Cardinal Energy Group, Inc. (“Cardinal”), based in Dallas, Texas, lost control of its interest in two oil-and-gas leases that accounted for nearly

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SEC Charges Attorney with Scheme to Hide Her Role in Preparing False Legal Opinions for Microcap Securities

On Thursday, the Securities and Exchange Commission charged an attorney with fraud for concealing from transfer agents and brokerage firms her involvement in preparing legal opinion letters concerning the sale of certain microcap securities. The SEC alleges that the attorney, Diane D. Dalmy, had been placed on the prohibited attorneys list maintained by OTC Markets Group, Inc., which owns and

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SEC Charges Nine Individuals and Companies for Roles in Microcap Scheme

On March 11, 2019, the Securities and Exchange Commission announced charges against nine individuals and companies in a multi-million dollar stock distribution and market manipulation scheme involving two microcap companies, NanoTech Entertainment, Inc. and NanoTech Gaming, Inc. The SEC’s complaint alleges that David R. Foley, the founder of the NanoTech companies, orchestrated a scheme to manipulate trading in their stock

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Gap In LargeCap And SmallCap Board Diversity Continues To Grow

According to new research from Morningstar, “Small-cap companies are just reaching the level of board gender diversity that the S&P 500 was at a decade ago.” Large-cap board diversity, particularly the boards of S&P 500 companies, continues to increase. Not only are smallcaps’ boards less diverse but the disparity in board gender diversity appears to be increasing through time. The

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SEC Charges Broker-Dealer and Transfer Agent in Microcap Shell Factory Fraud

This week, the SEC announced charges against a broker-dealer, a transfer agent, and three individuals for their roles in the creation of over a dozen undisclosed “blank check” companies from 2009 to 2014. In its complaint, the SEC alleges that broker-dealer Spartan Securities Group, Ltd. and transfer agent Island Capital Management LLC, which does business as Island Stock Transfer, helped

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OTC Markets To Host Discussion On How Government Regulatory Updates and Rulemaking Proposals Could Impact SmallCaps

On February 26th, the CfPA and OTC Markets Group will conduct a moderated discussion on regulatory updates and rulemaking efforts being proposed in Washington D.C. and how they could impact small public companies. Dan Zinn, General Counsel of OTC Markets Group and CfPA Legislative & Regulatory Affairs division member, will moderate the discussion on the initiatives and proposals under consideration

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Two Defendants in SEC Enforcement Action Plead Guilty in Parallel Criminal Case to Charges of Securities Fraud and Lying to the SEC

A former employee of a Boston-based biotech company and a friend of the company’s CEO, whom the Securities and Exchange Commission have charged with stock manipulation and with making false statements and a scheme to defraud, have pleaded guilty in a parallel criminal case to charges of securities fraud and obstructing the SEC’s investigation. On September 7, 2018, Kenneth Stromsland,

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SEC Files Charges Against Magna Group For Microcap Stock Fraud

Last week, the Securities and Exchange Commission announced charges against four individuals and related businesses for their roles in two microcap frauds and unlawful securities offerings. In sum, the alleged illegal transactions resulted in proceeds of more than $25 million. According to the SEC’s complaint, from approximately December 2012 to June 2013, microcap stock financier Magna Group, which was founded

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Court Enters Judgment Against Microcap Company and Two Promoters in Pump-And-Dump Scheme

This week, The Securities and Exchange Commission has obtained final judgments against a microcap company and its two undisclosed promoters who were charged with running a $3.3 million microcap fraud. In September 2017, the SEC charged Jason McDiarmid, Kenneth George Cedric Telford, and Stop Sleep Go, Inc., formerly known as Interactive Multi-Media Auction Corp, with running a pump-and-dump scheme in

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