SEC v. Tiber Creek Corp. and James M. Cassidy (shell factories, 2019)

Judgment entered

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In March 2019 the SEC settled with Tiber Creek Corp. and its president James Cassidy, who maintained an inventory of public shell corporations and sold control of them to private companies without registering as brokers; Cassidy also filed over 45 late ownership reports. They owe $117,000 disgorgement, $17,697.54 interest and a $75,000 penalty.

The record

What was ordered

Civil penalty

$75k

Disgorgement

$117k

Prejudgment interest

$17.7k

Total relief

$210k

Alleged gain

—

A dash means the release did not state a figure we could extract, not that the figure is zero. Penalty and disgorgement are stored separately so aggregates across the library do not double-count the same dollars.

What is alleged to have happened

The Securities and Exchange Commission instituted and settled this proceeding on March 26, 2019 (Exchange Act release 85411), without admission or denial by the respondents.

The order finds that Tiber Creek created and kept an inventory of corporations in which Cassidy and an associate were the officers, directors and 50 per cent shareholders, registered them with the Commission to make public shells, and charged private operating companies fees for services that usually ended with the customer controlling one of the shells. Since July 2012 it effected securities transactions for more than 100 shells, so it and Cassidy acted as unregistered brokers in violation of Section 15(a). On more than 45 occasions Cassidy also failed to file timely Schedule 13G reports of his 50 per cent holdings, filing them only in September 2015. The charges are registration and ownership-reporting violations, not reverse-merger fraud.

Both respondents were ordered to cease and desist and barred from association with brokers, dealers, advisers and transfer agents and permanently from penny-stock offerings, and Cassidy was denied the right to practise before the Commission as an attorney. They must pay jointly and severally $117,000 in disgorgement, $17,697.54 in interest and a $75,000 penalty.

This library tags the matter as shell factories; the record previously carried the reverse-merger tag. The tagging is ours, not the regulator's.

For the regulator's own account of the facts, read the primary document linked above. This page deliberately summarises the structured record rather than reproducing the release.

What technique is this, and how does it work?

This action is tagged with one technique in our taxonomy. The tagging is ours: regulators charge statutory provisions, not technique names, so the mapping is an editorial judgement described in our editorial policy.

• Shell factories — see how it works, what statute it engages, and every other action tagged the same way.

Timeline

1. 2019-03-26 Administrative proceeding instituted (102e)

Primary documents

Everything on this page derives from the documents below. Where our summary and the primary document disagree, the primary document is right.

• SEC order

The linked release is a work of the United States government and is not subject to copyright. Our summary and narrative above are our own writing.

Related actions

Other actions in the library sharing at least one technique tag with this one.

Record added September 10, 2026. submit a correction.