Risk & Compliance

Two Firms Charged in Shell Factory Fraud

The SEC says a broker-dealer and a transfer agent failed to disclose at least 19 companies were shells.
Matthew HellerFebruary 21, 2019

A broker-dealer, a transfer agent, and three individuals have been charged with failing to disclose at least 19 companies were shells so they could be publicly traded.

The U.S. Securities and Exchange Commission said broker-dealer Spartan Securities Group and transfer agent Island Capital Management operated a microcap shell factory fraud from 2009 to 2014.

According to a civil complaint, Spartan Securities filed fraudulent applications with Financial Industry Regulatory Authority to publicly list the companies’ common stock and ultimately enable the shares to become free-trading and available to public investors.

Spartan Securities’ principals Carl E. Dilley and Micah J. Eldred allegedly signed the false applications even though they knew or should have known the companies were fake and another principal, David D. Lopez, allegedly failed to investigate red flags raised by FINRA or even familiarize himself with the companies.

Island Capital facilitated the public sale of the stock of at least 12 of the sham companies through the bulk issuance and transfer of the “free-trading” securities, the SEC said.

“Broker-dealers are critical gatekeepers protecting the integrity of our markets, with obligations under our rules to fulfill that role,” Eric I. Bustillo, director of the SEC’s Miami Regional Office, said in a news release. “We allege, however, that Spartan Securities and three of its principals failed as gatekeepers by enabling multiple illicit supply chains of undisclosed blank check companies.”

Spartan Securities, which is based in Clearwater, Fla., was fined $100,000 by FINRA in July 2017 for failing to establish and implement an appropriate anti-money laundering program related to its business of accepting low-priced securities for deposit and liquidation.