Risk Management

Ten Accused of Elaborate ‘Blank Check’ Company Fraud

In the scheme, the SEC charges, the accused created as many as 22 blank check companies and passed them off as legitimate business enterprises.
Matthew HellerApril 17, 2015

The U.S. Securities and Exchange Commission has accused 10 people of taking part in an elaborate scheme to pass off “blank check” companies as legitimate business enterprises when they actually had no other purpose than to be sold as public vehicles.

According to a civil complaint filed by the SEC on Thursday, three defendants — Daniel P. McKelvey of Foster City, Calif., Alvin S. Mirman of Sarasota, Fla., and Steven Sanders of Lake Worth, Fla. — orchestrated the scheme, installing figurehead corporate officers while concealing from the public that they, in fact, controlled the blank check companies at all times.

“The Control Persons [the term the SEC used for the three] developed a fine-tuned assembly line rife with fraud at each stage,” the complaint says. Among other things, Mirman and McKelvey are accused of collectively forging approximately 300 false officer certifications accompanying regulatory reports.

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Of the 22 blank check companies that were allegedly created as part of the scheme, 18 were sold by reverse merger or other change-of-control transactions for approximately $6 million. McKelvey, Mirman, and Sanders pocketed “the vast majority of the sale proceeds” after paying some of the sole officers flat nominal fees, the SEC alleged.

“The federal securities laws prohibit the registration and sale of stock in undisclosed blank check companies given their frequent use in perpetrating pump-and-dump schemes,” Eric I. Bustillo, director of the SEC’s Miami regional office, said in a news release.

The SEC’s complaint says the scheme began in January 2007 with the incorporation of an entity called Premier Nursing Products Corp. Over the next seven years, another 21 blank check companies, including We Sell For U Corp., mBeach Software, and Hidden Ladder, were incorporated.

“The companies were controlled at all times by McKelvey, Mirman, or Sanders for the sole purpose of entering into reverse mergers with unidentified companies so they could profit from the sales,” the SEC said.

Sanders’s brother Edward G. Sanders, Scott F. Hughes, and Jeffrey L. Lamson of El Dorado Hills are accused of assisting the scheme by acting as corporate nominees. Four other figurehead officers and directors — Edward T. Farmer, William J. Gaffney, Kevin D. Miller, and Ronald A. Warren — agreed to settlements.

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