SEC v. JOHN DOE, No. 1:19-cv-852, District of Columbia (Mar. 26, 2019) — Complaint

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UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA

U.S. Securities and Exchange Commission,
100 F Street, N.E.
Washington, DC 20549

Plaintiff,
 Civil Action No. 19-cv-852

v.

James K. McKillop,
Los Angeles, CA
(310) 888-1870

Defendant.

COMPLAINT FOR INJUNCTIVE AND OTHER RELIEF

Plaintiff, the United States Securities and Exchange Commission (“Commission” or

“SEC”) alleges as follows:

INTRODUCTION AND SUMMARY

1. This matter involves unregistered broker activity by James K. McKillop and

related failures to file required beneficial ownership disclosure forms by McKillop.

2. Tiber Creek Corp. (“Tiber Creek”) was a business operated by McKillop and his

business associate James M. Cassidy that assisted private companies in going public.1  As part of

that business, Tiber Creek created and maintained an inventory of corporations, for which

McKillop and Cassidy served as the officers, directors, and fifty percent shareholders.  Tiber

Creek registered those corporations with the Commission and thereby created public shell

1  The Commission has entered a settled cease-and-desist order against Tiber Creek and Cassidy charging them with
violations of Exchange Act Section 15(a) and charging Cassidy with violations of  Exchange Act Sections 13(d) and
16(a), and Rules 13d-1, 16a-2, and 16a-3 thereunder.  See In the Matter of Tiber Creek Corp. and James M. Cassidy,
Order Instituting Administrative and Cease-and-Desist Proceedings, Pursuant to Sections 4C, 15(B), and 21C of the
Securities Exchange Act of 1934, and Rule 102(e) of the Commission’s Rules of Practice, Making Findings, and
Imposing Remedial Sanctions and a Cease-And-Desist Order (March 26, 2019).

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companies.  Tiber Creek, through McKillop, solicited private operating companies and charged

them a fee for providing services that, in most instances, resulted in the private company gaining

control of one of Tiber Creek’s public shells.  In these instances, Tiber Creek customers often

were able to take their private companies public without conducting a traditional initial public

offering.  Since July 2012,2 McKillop, along with Cassidy and Tiber Creek, effected securities

transactions for more than one hundred public shell companies.

3. By engaging in this activity, McKillop acted as a broker and consequently was

required to register with the Commission.  However, since at least July 2012, McKillop was not

registered with the Commission as a broker.

4. In addition, on more than 45 occasions, McKillop failed to file timely reports on

Schedule 13G as required to disclose his fifty-percent ownership of each Tiber Creek public

shell.  It was not until September 2015, when McKillop became aware of the investigation by the

Commission’s staff, that he filed more than 45 delinquent reports on Schedule 13G.  Those

filings contain admissions that they were past due.  In at least 40 instances, McKillop’s

ownership disclosure reports on Schedule 13G were more than one year late.

5. As McKillop jointly owned the public shell companies with Cassidy, and because

they were coordinating their actions, McKillop was required to properly disclose this group

participation in reports on Schedule 13G.  However, he failed to do so.  When McKillop

ultimately filed his delinquent reports, they lacked the appropriate disclose of his participation in

a group.

6. Furthermore, McKillop failed to timely file, and failed to file at all, numerous

reports on Form 4 reflecting changes in his ownership of the Tiber Creek public shells.

2  McKillop entered into a series of tolling agreements that extend the statute of limitations for these violations to
cover conduct that has occurred since July 17, 2012.

3

McKillop was required to make timely filings on Form 4 as an officer, director, and greater than

10 percent shareholder of the public shells.

PARTIES

7. The Commission is an agency of the United States Government.  The

Commission’s principal office is located at 100 F Street, N.E., Washington, DC 20549.

8. McKillop, age 59, resides in Los Angeles, California.  In 1994, McKillop (then

known as James Maserati) pled guilty to one count of conspiracy to commit mail fraud related to

a debt consolidation solicitation fraud.3

OTHER RELEVANT PERSONS

9. Tiber Creek Corp. (“Tiber Creek”), a Delaware corporation with its principal

place of business in Beverly Hills, California, assists companies in going public.  Tiber Creek

has never been registered with the Commission in any capacity.

10. James Cassidy, age 83, resides in Newport Beach, California.  He is the

president, director, and sole shareholder of Tiber Creek.  Cassidy is licensed as an attorney in the

District of Columbia and New York.  In 2001, he consented to the issuance of a Commission

order for false statements made on behalf of “blank check” companies to avoid reporting

obligations.4

JURISDICTION AND VENUE

11. This Court has jurisdiction over this action pursuant to Section 27(a) of the

Exchange Act, 15 U.S.C. § 78aa(a).

12. Venue lies in this Court pursuant to Section 27 of the Exchange Act, 15 U.S.C. §

3  U.S. v. James Maserati, 2:94-cr-809 (C.D. Cal. 1994).

4  James M. Cassidy and TPG Capital Corp., Exch. Act Rel. No. 44388 (June 4, 2001).

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78aa, because certain of the acts and transactions alleged in this Complaint occurred within the

District of Columbia and were effected, directly or indirectly, by making the use of means or

instrumentalities of transportation or communication in interstate commerce, or the mails.

Specifically, filings for the public shells of which McKillop was a director, officer, and fifty per

cent shareholder were electronically filed with the Commission, which is headquartered in the

District of Columbia.

13. McKillop, directly and indirectly, made use of the mails and of the means and

instrumentalities of interstate commerce in connection with the acts, practices, and courses of

business described in this Complaint.

FACTUAL ALLEGATIONS

McKillop Acted as an Unregistered Broker

14. Tiber Creek was created to provide services to assist private companies in going

public.  As part of the services it offered, Tiber Creek, by and through McKillop, created and

maintained an inventory of public shell companies that it made available to its customers.

McKillop, on behalf of Tiber Creek, solicited potential customers through an advertising

program including search engine optimization and ads, a collection of websites,5 videos, written

solicitations, classified advertisements, and a paid referral network.

15. To engage Tiber Creek, and take advantage of its services, private operating

companies paid a per-transaction fee.  In exchange for this fee, McKillop and Cassidy effected

securities transactions between one of its public shells and the private operating company, in a

process referred to by Tiber Creek as a transfer of control.  Tiber Creek’s fee, usually $100,000,

5 Tiber Creek owned and maintained numerous websites, such as publicshell-publicshells.com, that solicited contact
information which Tiber Creek used for sales leads.

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was not eligible for payment, under its standard agreement, unless it completed the transfer of a

public shell to a customer.

16. McKillop’s compensation was drawn exclusively from the proceeds of Tiber

Creek. When McKillop redeemed his shares in the public shell during the sale transaction, he

received no consideration except for the customer’s fee paid to Tiber Creek.

17. Tiber Creek provided certain advice as to the merits of potential customers’

investment in a public shell.  For example, it was routinely recommended to Tiber Creek

customers that they recapitalize as Delaware public reporting shells and recommended that

customers issue themselves five million shares of the public shell to maintain a minimum share

price.  McKillop, on behalf of Tiber Creek, discussed with customers their respective needs, such

as anticipated accounting and investor relation services.  McKillop did not perform any

substantial duties on behalf of any particular public shell.  His position with the public shells was

exclusively in connection with services rendered by Tiber Creek.

18. After the customer took control of the public shell, Tiber Creek, for at least

certain clients, provided investor relations services and introductions to investment bankers and

broker-dealers.  Tiber Creek assisted customers with, among other things, filing registration

statements, obtaining and preparing filings for a market maker, and fulfilling other financial

reporting requirements to comply with rules established by the Commission and the Public

Company Accounting Oversight Board.

19. During this time, McKillop was not, and is not currently, registered with the

Commission as a broker or in any other capacity.

Failure to File Timely Schedules 13G

20. Pursuant to Section 13(d) of the Exchange Act, 15 U.S.C. § 78m(g), and the

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regulations thereunder, any person who has acquired, directly or indirectly, beneficial ownership

of more than five percent of a voting class of an Exchange Act Section 12-registered class of

equity securities, 15 U.S.C. § 78l,  must file a statement with the Commission reporting his or

her ownership.  Individuals or entities may comply with this requirement by filing a Schedule

13G with the Commission within forty-five days after the end of the calendar year in which the

person became obligated to report their beneficial ownership.

21. For nearly nine years, McKillop failed to timely file Schedules 13G disclosing his

beneficial ownership in various public shells.  On at least 46 occasions, McKillop and Cassidy

each acquired approximately 10 million shares of common stock in a Section 10-12G registered

public shell incorporated in Delaware.  As a result of these acquisitions, McKillop beneficially

owned 50% of the public shells’ outstanding shares.

22. Together, McKillop and Cassidy agreed to act together for the purpose of

acquiring, holding, voting, and disposing of the outstanding shares of the public shells.

McKillop was therefore required to, but failed to, file Schedules 13G within 45 days after the end

of the calendar year of the effectiveness of the Form 10-12G for each public shell.  McKillop did

not file the required Schedules 13G until September 2015 when he became aware of the SEC’s

investigation.

23. The below chart summarizes McKillop’s failure to timely file Schedules 13G.

 Entity Public Shell
Form 10-
12G Filed

Public Shell
Form 10-12G

Effective

McKillop
Schedule
13G Due

McKillop’s
Delinquent
13G Filed

1 Adelman Enterprises, Inc. 5/23/2008 7/22/2008 2/14/2009 9/22/2015
2 Console Acquisition Corp 5/23/2008 7/22/2008 2/14/2009 9/22/2015
3 Opera Jet International Ltd 5/23/2008 7/22/2008 2/14/2009 9/22/2015
4 Powerdyne International,

Inc.
5/23/2008 7/22/2008 2/14/2009 9/22/2015

5 Vanholt Group Ltd 5/23/2008 7/22/2008 2/14/2009 9/22/2015
6 Pixtel Group Ltd. 10/7/2010 12/6/2010 2/14/2011 9/21/2015

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7 Bristol Rhace Natural
Resource Corp

10/7/2010 12/6/2010 2/14/2011 9/21/2015

8 Sherwood Acquisition
Corp

10/7/2010 12/6/2010 2/14/2011 9/21/2015

9 Led Lighting Co 10/7/2010 12/6/2010 2/14/2011 9/21/2015
10 Pivotal Group Inc. 6/2/2011 8/1/2011 2/14/2012 9/21/2015
11 First Rate Staffing Corp 6/2/2011 8/1/2011 2/14/2012 9/21/2015
12 Ipsidy Inc 11/9/2011 1/8/2012 2/14/2013 9/18/2015
13 Woodgate Energy Corp 10/10/2012 12/9/2012 2/14/2013 9/15/2015
14 1701 Productions, Inc. 10/10/2012 12/9/2012 2/14/2013 9/16/2015
15 Upod Inc 10/10/2012 12/9/2012 2/14/2013 9/16/2015
16 Jmjp Partners, Inc. 10/10/2012 12/9/2012 2/14/2013 9/16/2015
17 Essential

Telecommunications, Inc.
10/10/2012 12/9/2012 2/14/2013 9/16/2015

18 Fordgate Acquisition Corp 10/10/2012 12/9/2012 2/14/2013 9/16/2015
19 Live Brands, Inc. 10/10/2012 12/9/2012 2/14/2013 9/16/2015
20 Solis Pharma Us, Inc. 10/10/2012 12/9/2012 2/14/2013 9/16/2015
21 Percipience Global Corp 10/10/2012 12/9/2012 2/14/2013 9/15/2015
22 Sunstock, Inc. 10/10/2012 12/9/2012 2/14/2013 9/18/2015
23 Engage Eco Solutions, Inc. 6/21/2013 8/20/2013 2/14/2014 9/15/2015
24 Gold Mountain, Inc. 9/30/2013 11/29/2013 2/14/2014 9/15/2015
25 Aquarius Cannabis Inc. 9/30/2013 11/29/2013 2/14/2014 9/14/2015
26 Hoverink International

Holdings Inc.
9/30/2013 11/29/2013 2/14/2014 9/14/2015

27 Blow & Drive Interlock
Corp

9/30/2013 11/29/2013 2/14/2014 9/15/2015

28 Lightstone Technologies
Inc.

9/30/2013 11/29/2013 2/14/2014 9/15/2015

29 Rs Soda Holdings Inc. 9/30/2013 11/29/2013 2/14/2014 9/15/2015
30 Fig Run Acquisition Corp 9/30/2013 11/29/2013 2/14/2014 9/15/2015
31 Natural Resources Corp 9/30/2013 11/29/2013 2/14/2014 9/15/2015
32 Alife Air Inc. 9/30/2013 11/29/2013 2/14/2014 9/14/2015
33 Trail Run Acquisition

Corp
9/30/2013 11/29/2013 2/14/2014 9/14/2015

34 Sgrep Inc. 9/30/2013 11/29/2013 2/14/2014 9/14/2015
35 Chess Supersite Corp 9/30/2013 11/29/2013 2/14/2014 9/14/2015
36 Southern Labs Inc. 9/30/2013 11/29/2013 2/14/2014 9/15/2015
37 Heyu Leisure Holidays

Corp
9/30/2013 11/29/2013 2/14/2014 9/14/2015

38 Eco Integrated
Technologies, Inc.

9/30/2013 11/29/2013 2/14/2014 9/14/2015

39 Smarter App World
International Corp

9/30/2013 11/29/2013 2/14/2014 9/14/2015

40 American-Swiss Capital,
Inc.

9/30/2013 11/29/2013 2/14/2014 9/14/2015

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Failure to Disclose Group Status on Schedules 13G

24. McKillop and Cassidy agreed to act together in acquiring, holding, voting or

disposing of their shares in the Tiber Creek public shells.

25. Accordingly, McKillop was required to disclose his inclusion in such a group in

Schedule 13G filings.  However, on the 46 delinquent Schedules 13G filed in September 2015,

McKillop omitted to disclose his participation in a group or to identify Cassidy.

Failure to Timely File Forms 4 or 5

26. As an officer, director, and beneficial owner of more than 10% of a public shell’s

outstanding shares, McKillop was required by Section 16(a) of the Exchange Act and the rules

thereunder to file a Form 4 with the SEC by the end of the second business day after any change

in his beneficial ownership.

27. On 69 occasions between 2012 and 2017, McKillop disposed of shares—typically

48.75% of the total shares of a public shell—without timely filing a Form 4 within two business

days disclosing the transaction.   On at least six occasions, McKillop never filed a Form 4.

28. Pursuant to Exchange Act Section 16(a), 15 U.S.C. § 78p(a), and the rules

thereunder, McKillop was required to file a Form 5 by the end of any fiscal year in which his

beneficial ownership in a public shell had changed, but the transactions resulting in that change

had not previously been reported.

41 Amchi Gendynamy
Science Corp

6/18/2014 8/17/2014 2/14/2015 9/8/2015

42 T.A.G. Acquisitions Ltd. 6/18/2014 8/17/2014 2/14/2015 9/8/2015
43 Green Field Energy, Inc. 6/18/2014 8/17/2014 2/14/2015 9/8/2015
44 Broadstreet Power, Inc. 6/18/2014 8/17/2014 2/14/2015 9/8/2015
45 Crane Global Energy Co 6/18/2014 8/17/2014 2/14/2015 9/8/2015
46 Skywolf Wind Turbine

Corp
10/31/2014 12/30/2014 2/14/2015 9/16/2015

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29. McKillop also failed to file a Form 5 as required after the close of the fiscal years

of at least six public shells from 2012 to 2015.  These filings were required because McKillop—

an officer, director, and greater than 10% shareholder— had failed to file a Form 4 within two

business days of the disposition of shares.

30. The below chart summarizes McKillop’s failure to timely file Forms 4 and failure

to file Forms 4 and 5.

 Entity Shares in
Public Shell

Disposed

McKillop’s
Form 4 Due

Date
McKillop

Filed Form 4

1 Rosewood Acquisition Corp 4/3/2012 4/5/2012 7/31/2012
2 American Laser Healthcare Corp 4/5/2012 4/7/2012 7/31/2012
3 Ameri Metro, Inc. (Formerly Yellowwood) 4/17/2012 4/19/2012 7/31/2012
4 Xtreme Healthcare Corp 5/1/2012 5/3/2012 7/31/2012
5 Ifu Acquisition Corp 5/15/2012 5/17/2012 7/31/2012
6 First Rate Staffing Corp 5/23/2012 5/25/2012 7/31/2012
7 Bio Oil National Corp 6/15/2012 6/17/2012 7/31/2012
8 Rezilient Direct Corp 7/17/2012 7/19/2012 7/31/2012
9 Hauge Technology, Inc. 10/3/2012 10/5/2012 No Form 4

ever filed
10 Moxian Corp 10/5/2012 10/7/2012 9/22/2015
11 Greenpro Resources Corp 10/16/2012 10/18/2012 9/22/2015
12 Go Green Smokeless Oil International Inc. 11/2/2012 11/4/2012 No Form 4

ever filed
13 Whoopass Poker Corp 11/2/2012 11/4/2012 No Form 4

ever filed
14 Id Global Solutions Corp 1/4/2013 1/6/2013 No Form 4

ever filed
15 Jmjp Partners, Inc. 2/26/2013 2/28/2013 6/24/2013
16 Essential Telecommunications, Inc. 3/28/2013 3/30/2013 6/26/2013
17 Woodgate Energy Corp 5/21/2013 5/23/2013 6/26/2013
18 Percipience Global Corp 5/24/2013 5/26/2013 6/26/2013
19 Fordgate Acquisition Corp 7/1/2013 7/3/2013 2/20/2014
20 Live Brands, Inc. 7/19/2013 7/21/2013 2/20/2014
21 Sunstock, Inc. 7/22/2013 7/24/2013 2/20/2014
22 1701 Productions, Inc. 9/13/2013 9/15/2013 2/20/2014
23 Delverton Resorts International Inc. 9/25/2013 9/27/2013 2/20/2014
24 Upod Inc 9/30/2013 10/2/2013 2/20/2014
25 Solis Pharma Us, Inc. 10/1/2013 10/3/2013 2/20/2014

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26 Wholelife Companies, Inc. 10/15/2013 10/17/2013 2/20/2014
27 Nexus Data Technologies Corp 11/21/2013 11/23/2013 2/19/2014
28 Corvus Technologies Corp. 12/16/2013 12/18/2013 2/20/2014
29 Questrust Ventures Inc. 12/19/2013 12/21/2013 2/20/2014
30 Nexus Data Security Corp 12/20/2013 12/22/2013 2/19/2014
31 Nexus Resources Corp 12/20/2013 12/22/2013 2/19/2014
32 Heyu Leisure Holidays Corp 1/14/2014 1/16/2014 2/19/2014
33 Alife Air Inc. 1/27/2014 1/29/2014 2/19/2014
34 Engage Eco Solutions, Inc. 1/27/2014 1/29/2014 2/20/2014
35 Blow & Drive Interlock Corp 2/10/2014 2/12/2014 2/19/2014
36 Fig Run Acquisition Corp 3/13/2014 3/15/2014 6/5/2014
37 Natural Resources Corp 3/19/2014 3/21/2014 6/5/2014
38 Rs Soda Holdings Inc. 4/1/2014 4/3/2014 6/5/2014
39 Sgrep Inc. 4/23/2014 4/25/2014 6/5/2014
40 Trail Run Acquisition Corp 5/8/2014 5/10/2014 6/5/2014
41 Chess Supersite Corp 5/13/2014 5/15/2014 6/5/2014
42 Aquarius Cannabis Inc. 6/20/2014 6/22/2014 6/23/2014
43 Lightstone Technologies Inc. 7/8/2014 7/10/2014 No Form 4

ever filed
44 Eco Integrated Technologies, Inc. 8/29/2014 8/31/2014 Form 5 filed

1/8/2015
45 Heyu Development & Management Corp 9/18/2014 9/20/2014 No Form 4

ever filed
46 Sea Valley Acquisition Corp 11/24/2014 11/26/2014 1/20/2015
47 Greys Corp 12/15/2014 12/17/2014 1/20/2015
48 T.A.G. Acquisitions Ltd. 12/31/2014 1/2/2015 1/20/2015
49 Crane Global Energy Co 1/15/2015 1/17/2015 1/20/2015
50 Hoverink International Holdings Inc. 2/17/2015 2/19/2015 8/26/2015
51 Montbriar, Inc. 2/18/2015 2/20/2015 6/3/2015
52 Broadstreet Power, Inc. 3/24/2015 3/26/2015 6/3/2015
53 American-Swiss Capital, Inc. 3/30/2015 4/1/2015 8/26/2015
54 Aquilarts, Inc. 4/27/2015 4/29/2015 6/2/2015
55 Usa Capital Management Inc. 5/11/2015 5/13/2015 6/3/2015
56 Axis Research & Technologies, Inc.

(Delaware)
5/27/2015 5/29/2015 6/1/2015

57 Nextglass Technologies Corp. 6/8/2015 6/10/2015 7/14/2015
58 Elm Valley Acquisition Corp 7/2/2015 7/4/2015 8/5/2015
59 Eci Canada, Inc. 7/24/2015 7/26/2015 8/5/2015
60 South West Coast Senior Living Corp 8/10/2015 8/12/2015 8/26/2015
61 Global Regenerative Technologies &

Therapies Inc.
11/23/2015 11/25/2015 11/30/2015

62 Lepora Holdings, Inc. 5/27/2016 5/29/2016 5/31/2016
63 Unity Global Holdings Ltd. 6/30/2016 7/2/2016 7/14/2016

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64 Geo Reserve Corp 7/6/2016 7/8/2016 7/14/2016
65 Premier Hopkins International Corp 8/16/2016 8/18/2016 8/25/2016
66 La Carte Charts Corp 12/19/2016 12/21/2016 1/6/2017
67 Diverse Development Group Inc. 12/22/2016 12/24/2016 1/6/2017
68 Anvia Holdings Corp 1/13/2017 1/15/2017 1/23/2017
69 Golden Rush, Inc. 5/17/2017 5/19/2017 5/22/2017

CLAIMS FOR RELIEF

FIRST CLAIM FOR RELIEF

McKillop Failed to Register as a Broker in
Violation of Exchange Act Section 15(a)(1)

31. The Commission realleges and incorporates by reference paragraphs 1 through 33

above.

32. Defendant, by engaging in the conduct described above in paragraphs 14 through

19, made use of the mails or means or instrumentalities of interstate commerce to effect

transactions in, or to induce or attempt to induce the purchase or sale of securities, for the

accounts of others without being registered as a broker in accordance with Section 15(a)(1) of

the Exchange Act, 15 U.S.C. § 78o(a)(1).

33. By engaging in the conduct described above, Defendant violated, and unless

restrained and enjoined will continue to violate, Section 15(a)(1) of the Exchange Act.

SECOND CLAIM FOR RELIEF

McKillop Failed to Report His Beneficial Ownership on Schedule 13D in
Violation of Exchange Act Section 13(d) and Rule 13d-1(d)

34. The Commission realleges and incorporates by reference paragraphs 1 through 33

above.

35. As the beneficial owner of more than 5% of at least 46 public shell companies’

common stock, McKillop was required by Section 13(d) of the Exchange Act, 15 U.S.C. §

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78m(d), and Rule 13d-1(d) thereunder, 17 C.F.R. § 240.13d–1(d), to file a Schedule 13G within

45 days after the calendar year-end in which the public shell registered its securities on a Form 10-

12G with the Commission.

36.    As described in Paragraphs 20 - 25 above, McKillop failed throughout the time

period from May 2008 through October 2014 to disclose his beneficial ownership, or the changes

thereto, by filing a Schedule 13G, within 45 days after the calendar year-end in which the public

shell registered its securities with the Commission, on at least 46 occasions.  McKillop did not file a

Schedule 13G for any entity listed in Paragraph 26 until September 2015 and thereby violated, and,

unless enjoined, is likely to continue to violate, Section 13(d) of the Exchange Act and Rule 13d-

l(d) thereunder.

THIRD CLAIM FOR RELIEF

McKillop Failed to Disclose His Group Status on Schedules 13G in
Violation of Exchange Act Section 13(d) and Rule 13d-1(k)(2)

37. The Commission realleges and incorporates by reference paragraphs 1 through 36

above.

38. As the beneficial owner of more than 5% of at least 46 public shell companies’

common stock, McKillop was required to file Schedules 13G on at least 46 occasions by Section

13(d) of the Exchange Act, 15 U.S.C. § 78m(d), and Rule 13d-1(d) thereunder, 17 C.F.R. §

240.13d–1(d).  As McKillop had agreed with Cassidy to act together in acquiring, holding,

voting, or disposing of their shares in Tiber Creek’s public shells, McKillop was a member of a

group as defined in Exchange Act Rule 13d-5, 17 C.F.R. § 240.13d–5.  As a member of a group,

McKillop was required to disclose Cassidy’s identity in his Schedule 13G filings pursuant to

Exchange Act Rule 13d-1(k)(2), 17 C.F.R. § 240.13d–1(k)(2).

39. McKillop delinquently filed at least 46 Schedules 13G in September 2015, as

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enumerated in Paragraph 23, without disclosing his membership in a group or identifying

Cassidy, and thereby violated, and, unless enjoined, is likely to continue to violate, Section 13(d)

of the Exchange Act and Rule 13d-l(k)(2) thereunder.

FOURTH CLAIM FOR RELIEF

McKillop Failed to File Forms 4 and 5 in
Violation of Exchange Act Section 16(a), and Rules 16a-2 and 16a-3

40. The Commission realleges and incorporates by reference paragraphs 1 through 39

above.

41. As an officer, director, and beneficial owner of at least 69 public shell companies’

common stock, McKillop was required to file a Form 4 within two business days after any

change in his beneficial ownership.  McKillop was also required to file a Form 5 by the end of

any fiscal year in which his beneficial ownership in a public shell had changed but that change

had not previously been reported.

42. As described in Paragraphs 25 - 30 above, beginning in April 2012 and continuing

into May 2017, McKillop on 69 occasions disposed of shares in a Tiber Creek-created public

shell company, thereby changing his beneficial ownership.  However, he failed to report any of

those transactions within two business days on Form 4.  On at least six occasions, McKillop

never filed a Form 4 and also failed to report the transactions on Form 5 after the close of the

fiscal year.

43. By reason of the foregoing, McKillop violated, and, unless enjoined, is likely to

continue to violate, Exchange Act Section 16(a), 15 U.S.C. § 78p(a), and Rules 16a-2 and 16a-3,

17 C.F.R. §§ 240.16a-2, 240.16a-3.

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WHEREFORE, the Commission respectfully requests that the Court:

A. Injunctive Relief

Permanently enjoin McKillop from (i) violating Exchange Act Sections 13(d), 15(a), or 16(a)

or (ii) violating any other statutory provision or regulation that McKillop is found to have

violated;

B. Disgorgement

Order McKillop to disgorge the ill-gotten gains obtained as a result of his violations, with

prejudgment interest, pursuant to Section 21(d)(5) of the Exchange Act, 15 U.S.C. §

78u(d)(5);

C. Civil Penalties

Order McKillop to pay civil money penalties pursuant to Section 21(d)(3) of the Exchange

Act, 15 U.S.C. § 78u(d)(3);

D. Penny Stock Bar

Bar McKillop pursuant to Section 21(d)(6) of the Exchange Act, 15 U.S.C. § 78u(d)(6) from

participating in any offering of any penny stock; and

E. Grant such further relief as the Court may deem just and appropriate.

Dated: March 26, 2019    Respectfully Submitted,

       /s Cheryl Crumpton
       Cheryl Crumpton
       D.C. Bar No. 483776
       Tel:  (202) 551-4459
       E-mail:  [email protected]

       Kevin Guerrero
       AZ Bar No. 023673
       Tel:  (202) 551-4401
       E-mail:  [email protected]

15

       Matthew Reilly
       New York Bar No. 5130935

Tel:  (202) 551-5478
       E-mail:  [email protected]

       Division of Enforcement

U.S. Securities and Exchange
Commission
100 F Street, N.E.
Washington, DC 20549
Fax:  (202) 772-9292

	COMPLAINT FOR INJUNCTIVE AND OTHER RELIEF
	FIRST CLAIM FOR RELIEF
	THIRD CLAIM FOR RELIEF
	FOURTH CLAIM FOR RELIEF

1 
 

UNITED STATES DISTRICT COURT 
FOR THE DISTRICT OF COLUMBIA 

 
 
  
U.S. Securities and Exchange Commission,  
100 F Street, N.E. 
Washington, DC 20549 

 

Plaintiff,  
 Civil Action No. 19-cv-852  

v.  
  
James K. McKillop, 
Los Angeles, CA 
(310) 888-1870 

 

  
Defendant.  

  
 
 

COMPLAINT FOR INJUNCTIVE AND OTHER RELIEF 
 

Plaintiff, the United States Securities and Exchange Commission (“Commission” or 

“SEC”) alleges as follows: 

INTRODUCTION AND SUMMARY 

1. This matter involves unregistered broker activity by James K. McKillop and 

related failures to file required beneficial ownership disclosure forms by McKillop.   

2. Tiber Creek Corp. (“Tiber Creek”) was a business operated by McKillop and his 

business associate James M. Cassidy that assisted private companies in going public.1  As part of 

that business, Tiber Creek created and maintained an inventory of corporations, for which 

McKillop and Cassidy served as the officers, directors, and fifty percent shareholders.  Tiber 

Creek registered those corporations with the Commission and thereby created public shell 
                                                           
1  The Commission has entered a settled cease-and-desist order against Tiber Creek and Cassidy charging them with 
violations of Exchange Act Section 15(a) and charging Cassidy with violations of  Exchange Act Sections 13(d) and 
16(a), and Rules 13d-1, 16a-2, and 16a-3 thereunder.  See In the Matter of Tiber Creek Corp. and James M. Cassidy, 
Order Instituting Administrative and Cease-and-Desist Proceedings, Pursuant to Sections 4C, 15(B), and 21C of the 
Securities Exchange Act of 1934, and Rule 102(e) of the Commission’s Rules of Practice, Making Findings, and 
Imposing Remedial Sanctions and a Cease-And-Desist Order (March 26, 2019). 

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companies.  Tiber Creek, through McKillop, solicited private operating companies and charged 

them a fee for providing services that, in most instances, resulted in the private company gaining 

control of one of Tiber Creek’s public shells.  In these instances, Tiber Creek customers often 

were able to take their private companies public without conducting a traditional initial public 

offering.  Since July 2012,2 McKillop, along with Cassidy and Tiber Creek, effected securities 

transactions for more than one hundred public shell companies. 

3. By engaging in this activity, McKillop acted as a broker and consequently was 

required to register with the Commission.  However, since at least July 2012, McKillop was not 

registered with the Commission as a broker. 

4. In addition, on more than 45 occasions, McKillop failed to file timely reports on 

Schedule 13G as required to disclose his fifty-percent ownership of each Tiber Creek public 

shell.  It was not until September 2015, when McKillop became aware of the investigation by the 

Commission’s staff, that he filed more than 45 delinquent reports on Schedule 13G.  Those 

filings contain admissions that they were past due.  In at least 40 instances, McKillop’s 

ownership disclosure reports on Schedule 13G were more than one year late. 

5. As McKillop jointly owned the public shell companies with Cassidy, and because 

they were coordinating their actions, McKillop was required to properly disclose this group 

participation in reports on Schedule 13G.  However, he failed to do so.  When McKillop 

ultimately filed his delinquent reports, they lacked the appropriate disclose of his participation in 

a group. 

6. Furthermore, McKillop failed to timely file, and failed to file at all, numerous 

reports on Form 4 reflecting changes in his ownership of the Tiber Creek public shells.  

                                                           
2  McKillop entered into a series of tolling agreements that extend the statute of limitations for these violations to 
cover conduct that has occurred since July 17, 2012. 

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McKillop was required to make timely filings on Form 4 as an officer, director, and greater than 

10 percent shareholder of the public shells. 

PARTIES 

7. The Commission is an agency of the United States Government.  The 

Commission’s principal office is located at 100 F Street, N.E., Washington, DC 20549. 

8. McKillop, age 59, resides in Los Angeles, California.  In 1994, McKillop (then 

known as James Maserati) pled guilty to one count of conspiracy to commit mail fraud related to 

a debt consolidation solicitation fraud.3 

OTHER RELEVANT PERSONS 

9. Tiber Creek Corp. (“Tiber Creek”), a Delaware corporation with its principal 

place of business in Beverly Hills, California, assists companies in going public.  Tiber Creek 

has never been registered with the Commission in any capacity. 

10. James Cassidy, age 83, resides in Newport Beach, California.  He is the 

president, director, and sole shareholder of Tiber Creek.  Cassidy is licensed as an attorney in the 

District of Columbia and New York.  In 2001, he consented to the issuance of a Commission 

order for false statements made on behalf of “blank check” companies to avoid reporting 

obligations.4   

JURISDICTION AND VENUE 

11. This Court has jurisdiction over this action pursuant to Section 27(a) of the 

Exchange Act, 15 U.S.C. § 78aa(a). 

12. Venue lies in this Court pursuant to Section 27 of the Exchange Act, 15 U.S.C. § 

                                                           
3  U.S. v. James Maserati, 2:94-cr-809 (C.D. Cal. 1994). 
 
4  James M. Cassidy and TPG Capital Corp., Exch. Act Rel. No. 44388 (June 4, 2001). 
 

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78aa, because certain of the acts and transactions alleged in this Complaint occurred within the 

District of Columbia and were effected, directly or indirectly, by making the use of means or 

instrumentalities of transportation or communication in interstate commerce, or the mails.  

Specifically, filings for the public shells of which McKillop was a director, officer, and fifty per 

cent shareholder were electronically filed with the Commission, which is headquartered in the 

District of Columbia. 

13. McKillop, directly and indirectly, made use of the mails and of the means and 

instrumentalities of interstate commerce in connection with the acts, practices, and courses of 

business described in this Complaint. 

FACTUAL ALLEGATIONS 

McKillop Acted as an Unregistered Broker 

14. Tiber Creek was created to provide services to assist private companies in going 

public.  As part of the services it offered, Tiber Creek, by and through McKillop, created and 

maintained an inventory of public shell companies that it made available to its customers. 

McKillop, on behalf of Tiber Creek, solicited potential customers through an advertising 

program including search engine optimization and ads, a collection of websites,5 videos, written 

solicitations, classified advertisements, and a paid referral network.      

15. To engage Tiber Creek, and take advantage of its services, private operating 

companies paid a per-transaction fee.  In exchange for this fee, McKillop and Cassidy effected 

securities transactions between one of its public shells and the private operating company, in a 

process referred to by Tiber Creek as a transfer of control.  Tiber Creek’s fee, usually $100,000, 

                                                           
5 Tiber Creek owned and maintained numerous websites, such as publicshell-publicshells.com, that solicited contact 
information which Tiber Creek used for sales leads.   

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5 
 

was not eligible for payment, under its standard agreement, unless it completed the transfer of a 

public shell to a customer. 

16. McKillop’s compensation was drawn exclusively from the proceeds of Tiber 

Creek. When McKillop redeemed his shares in the public shell during the sale transaction, he 

received no consideration except for the customer’s fee paid to Tiber Creek. 

17. Tiber Creek provided certain advice as to the merits of potential customers’ 

investment in a public shell.  For example, it was routinely recommended to Tiber Creek 

customers that they recapitalize as Delaware public reporting shells and recommended that 

customers issue themselves five million shares of the public shell to maintain a minimum share 

price.  McKillop, on behalf of Tiber Creek, discussed with customers their respective needs, such 

as anticipated accounting and investor relation services.  McKillop did not perform any 

substantial duties on behalf of any particular public shell.  His position with the public shells was 

exclusively in connection with services rendered by Tiber Creek. 

18. After the customer took control of the public shell, Tiber Creek, for at least 

certain clients, provided investor relations services and introductions to investment bankers and 

broker-dealers.  Tiber Creek assisted customers with, among other things, filing registration 

statements, obtaining and preparing filings for a market maker, and fulfilling other financial 

reporting requirements to comply with rules established by the Commission and the Public 

Company Accounting Oversight Board. 

19. During this time, McKillop was not, and is not currently, registered with the 

Commission as a broker or in any other capacity.   

Failure to File Timely Schedules 13G 

20. Pursuant to Section 13(d) of the Exchange Act, 15 U.S.C. § 78m(g), and the 

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regulations thereunder, any person who has acquired, directly or indirectly, beneficial ownership 

of more than five percent of a voting class of an Exchange Act Section 12-registered class of 

equity securities, 15 U.S.C. § 78l,  must file a statement with the Commission reporting his or 

her ownership.  Individuals or entities may comply with this requirement by filing a Schedule 

13G with the Commission within forty-five days after the end of the calendar year in which the 

person became obligated to report their beneficial ownership.   

21. For nearly nine years, McKillop failed to timely file Schedules 13G disclosing his 

beneficial ownership in various public shells.  On at least 46 occasions, McKillop and Cassidy 

each acquired approximately 10 million shares of common stock in a Section 10-12G registered 

public shell incorporated in Delaware.  As a result of these acquisitions, McKillop beneficially 

owned 50% of the public shells’ outstanding shares.   

22. Together, McKillop and Cassidy agreed to act together for the purpose of 

acquiring, holding, voting, and disposing of the outstanding shares of the public shells.  

McKillop was therefore required to, but failed to, file Schedules 13G within 45 days after the end 

of the calendar year of the effectiveness of the Form 10-12G for each public shell.  McKillop did 

not file the required Schedules 13G until September 2015 when he became aware of the SEC’s 

investigation. 

23. The below chart summarizes McKillop’s failure to timely file Schedules 13G. 

 Entity Public Shell 
Form 10-
12G Filed 

Public Shell 
Form 10-12G 

Effective 

McKillop 
Schedule 
13G Due 

McKillop’s  
Delinquent 
13G Filed 

1 Adelman Enterprises, Inc. 5/23/2008 7/22/2008 2/14/2009 9/22/2015 
2 Console Acquisition Corp 5/23/2008 7/22/2008 2/14/2009 9/22/2015 
3 Opera Jet International Ltd 5/23/2008 7/22/2008 2/14/2009 9/22/2015 
4 Powerdyne International, 

Inc. 
5/23/2008 7/22/2008 2/14/2009 9/22/2015 

5 Vanholt Group Ltd 5/23/2008 7/22/2008 2/14/2009 9/22/2015 
6 Pixtel Group Ltd. 10/7/2010 12/6/2010 2/14/2011 9/21/2015 

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7 Bristol Rhace Natural 
Resource Corp 

10/7/2010 12/6/2010 2/14/2011 9/21/2015 

8 Sherwood Acquisition 
Corp 

10/7/2010 12/6/2010 2/14/2011 9/21/2015 

9 Led Lighting Co 10/7/2010 12/6/2010 2/14/2011 9/21/2015 
10 Pivotal Group Inc. 6/2/2011 8/1/2011 2/14/2012 9/21/2015 
11 First Rate Staffing Corp 6/2/2011 8/1/2011 2/14/2012 9/21/2015 
12 Ipsidy Inc 11/9/2011 1/8/2012 2/14/2013 9/18/2015 
13 Woodgate Energy Corp 10/10/2012 12/9/2012 2/14/2013 9/15/2015 
14 1701 Productions, Inc. 10/10/2012 12/9/2012 2/14/2013 9/16/2015 
15 Upod Inc 10/10/2012 12/9/2012 2/14/2013 9/16/2015 
16 Jmjp Partners, Inc. 10/10/2012 12/9/2012 2/14/2013 9/16/2015 
17 Essential 

Telecommunications, Inc. 
10/10/2012 12/9/2012 2/14/2013 9/16/2015 

18 Fordgate Acquisition Corp 10/10/2012 12/9/2012 2/14/2013 9/16/2015 
19 Live Brands, Inc. 10/10/2012 12/9/2012 2/14/2013 9/16/2015 
20 Solis Pharma Us, Inc. 10/10/2012 12/9/2012 2/14/2013 9/16/2015 
21 Percipience Global Corp 10/10/2012 12/9/2012 2/14/2013 9/15/2015 
22 Sunstock, Inc. 10/10/2012 12/9/2012 2/14/2013 9/18/2015 
23 Engage Eco Solutions, Inc. 6/21/2013 8/20/2013 2/14/2014 9/15/2015 
24 Gold Mountain, Inc. 9/30/2013 11/29/2013 2/14/2014 9/15/2015 
25 Aquarius Cannabis Inc. 9/30/2013 11/29/2013 2/14/2014 9/14/2015 
26 Hoverink International 

Holdings Inc. 
9/30/2013 11/29/2013 2/14/2014 9/14/2015 

27 Blow & Drive Interlock 
Corp 

9/30/2013 11/29/2013 2/14/2014 9/15/2015 

28 Lightstone Technologies 
Inc. 

9/30/2013 11/29/2013 2/14/2014 9/15/2015 

29 Rs Soda Holdings Inc. 9/30/2013 11/29/2013 2/14/2014 9/15/2015 
30 Fig Run Acquisition Corp 9/30/2013 11/29/2013 2/14/2014 9/15/2015 
31 Natural Resources Corp 9/30/2013 11/29/2013 2/14/2014 9/15/2015 
32 Alife Air Inc. 9/30/2013 11/29/2013 2/14/2014 9/14/2015 
33 Trail Run Acquisition 

Corp 
9/30/2013 11/29/2013 2/14/2014 9/14/2015 

34 Sgrep Inc. 9/30/2013 11/29/2013 2/14/2014 9/14/2015 
35 Chess Supersite Corp 9/30/2013 11/29/2013 2/14/2014 9/14/2015 
36 Southern Labs Inc. 9/30/2013 11/29/2013 2/14/2014 9/15/2015 
37 Heyu Leisure Holidays 

Corp 
9/30/2013 11/29/2013 2/14/2014 9/14/2015 

38 Eco Integrated 
Technologies, Inc. 

9/30/2013 11/29/2013 2/14/2014 9/14/2015 

39 Smarter App World 
International Corp 

9/30/2013 11/29/2013 2/14/2014 9/14/2015 

40 American-Swiss Capital, 
Inc. 

9/30/2013 11/29/2013 2/14/2014 9/14/2015 

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Failure to Disclose Group Status on Schedules 13G 

24. McKillop and Cassidy agreed to act together in acquiring, holding, voting or 

disposing of their shares in the Tiber Creek public shells. 

25. Accordingly, McKillop was required to disclose his inclusion in such a group in 

Schedule 13G filings.  However, on the 46 delinquent Schedules 13G filed in September 2015, 

McKillop omitted to disclose his participation in a group or to identify Cassidy. 

Failure to Timely File Forms 4 or 5 
 
26. As an officer, director, and beneficial owner of more than 10% of a public shell’s 

outstanding shares, McKillop was required by Section 16(a) of the Exchange Act and the rules 

thereunder to file a Form 4 with the SEC by the end of the second business day after any change 

in his beneficial ownership. 

27. On 69 occasions between 2012 and 2017, McKillop disposed of shares—typically 

48.75% of the total shares of a public shell—without timely filing a Form 4 within two business 

days disclosing the transaction.   On at least six occasions, McKillop never filed a Form 4. 

28. Pursuant to Exchange Act Section 16(a), 15 U.S.C. § 78p(a), and the rules 

thereunder, McKillop was required to file a Form 5 by the end of any fiscal year in which his 

beneficial ownership in a public shell had changed, but the transactions resulting in that change 

had not previously been reported.   

41 Amchi Gendynamy 
Science Corp 

6/18/2014 8/17/2014 2/14/2015 9/8/2015 

42 T.A.G. Acquisitions Ltd. 6/18/2014 8/17/2014 2/14/2015 9/8/2015 
43 Green Field Energy, Inc. 6/18/2014 8/17/2014 2/14/2015 9/8/2015 
44 Broadstreet Power, Inc. 6/18/2014 8/17/2014 2/14/2015 9/8/2015 
45 Crane Global Energy Co 6/18/2014 8/17/2014 2/14/2015 9/8/2015 
46 Skywolf Wind Turbine 

Corp 
10/31/2014 12/30/2014 2/14/2015 9/16/2015 

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9 
 

29. McKillop also failed to file a Form 5 as required after the close of the fiscal years 

of at least six public shells from 2012 to 2015.  These filings were required because McKillop—

an officer, director, and greater than 10% shareholder— had failed to file a Form 4 within two 

business days of the disposition of shares.   

30. The below chart summarizes McKillop’s failure to timely file Forms 4 and failure 

to file Forms 4 and 5.  

 Entity Shares in 
Public Shell 

Disposed 

McKillop’s 
Form 4 Due 

Date 
McKillop 

Filed Form 4 

1 Rosewood Acquisition Corp 4/3/2012 4/5/2012 7/31/2012 
2 American Laser Healthcare Corp 4/5/2012 4/7/2012 7/31/2012 
3 Ameri Metro, Inc. (Formerly Yellowwood) 4/17/2012 4/19/2012 7/31/2012 
4 Xtreme Healthcare Corp 5/1/2012 5/3/2012 7/31/2012 
5 Ifu Acquisition Corp 5/15/2012 5/17/2012 7/31/2012 
6 First Rate Staffing Corp 5/23/2012 5/25/2012 7/31/2012 
7 Bio Oil National Corp 6/15/2012 6/17/2012 7/31/2012 
8 Rezilient Direct Corp 7/17/2012 7/19/2012 7/31/2012 
9 Hauge Technology, Inc. 10/3/2012 10/5/2012 No Form 4 

ever filed 
10 Moxian Corp 10/5/2012 10/7/2012 9/22/2015 
11 Greenpro Resources Corp 10/16/2012 10/18/2012 9/22/2015 
12 Go Green Smokeless Oil International Inc. 11/2/2012 11/4/2012 No Form 4 

ever filed 
13 Whoopass Poker Corp 11/2/2012 11/4/2012 No Form 4 

ever filed 
14 Id Global Solutions Corp 1/4/2013 1/6/2013 No Form 4 

ever filed 
15 Jmjp Partners, Inc. 2/26/2013 2/28/2013 6/24/2013 
16 Essential Telecommunications, Inc. 3/28/2013 3/30/2013 6/26/2013 
17 Woodgate Energy Corp 5/21/2013 5/23/2013 6/26/2013 
18 Percipience Global Corp 5/24/2013 5/26/2013 6/26/2013 
19 Fordgate Acquisition Corp 7/1/2013 7/3/2013 2/20/2014 
20 Live Brands, Inc. 7/19/2013 7/21/2013 2/20/2014 
21 Sunstock, Inc. 7/22/2013 7/24/2013 2/20/2014 
22 1701 Productions, Inc. 9/13/2013 9/15/2013 2/20/2014 
23 Delverton Resorts International Inc. 9/25/2013 9/27/2013 2/20/2014 
24 Upod Inc 9/30/2013 10/2/2013 2/20/2014 
25 Solis Pharma Us, Inc. 10/1/2013 10/3/2013 2/20/2014 

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26 Wholelife Companies, Inc. 10/15/2013 10/17/2013 2/20/2014 
27 Nexus Data Technologies Corp 11/21/2013 11/23/2013 2/19/2014 
28 Corvus Technologies Corp. 12/16/2013 12/18/2013 2/20/2014 
29 Questrust Ventures Inc. 12/19/2013 12/21/2013 2/20/2014 
30 Nexus Data Security Corp 12/20/2013 12/22/2013 2/19/2014 
31 Nexus Resources Corp 12/20/2013 12/22/2013 2/19/2014 
32 Heyu Leisure Holidays Corp 1/14/2014 1/16/2014 2/19/2014 
33 Alife Air Inc. 1/27/2014 1/29/2014 2/19/2014 
34 Engage Eco Solutions, Inc. 1/27/2014 1/29/2014 2/20/2014 
35 Blow & Drive Interlock Corp 2/10/2014 2/12/2014 2/19/2014 
36 Fig Run Acquisition Corp 3/13/2014 3/15/2014 6/5/2014 
37 Natural Resources Corp 3/19/2014 3/21/2014 6/5/2014 
38 Rs Soda Holdings Inc. 4/1/2014 4/3/2014 6/5/2014 
39 Sgrep Inc. 4/23/2014 4/25/2014 6/5/2014 
40 Trail Run Acquisition Corp 5/8/2014 5/10/2014 6/5/2014 
41 Chess Supersite Corp 5/13/2014 5/15/2014 6/5/2014 
42 Aquarius Cannabis Inc. 6/20/2014 6/22/2014 6/23/2014 
43 Lightstone Technologies Inc. 7/8/2014 7/10/2014 No Form 4 

ever filed 
44 Eco Integrated Technologies, Inc. 8/29/2014 8/31/2014 Form 5 filed 

1/8/2015 
45 Heyu Development & Management Corp 9/18/2014 9/20/2014 No Form 4 

ever filed 
46 Sea Valley Acquisition Corp 11/24/2014 11/26/2014 1/20/2015 
47 Greys Corp 12/15/2014 12/17/2014 1/20/2015 
48 T.A.G. Acquisitions Ltd. 12/31/2014 1/2/2015 1/20/2015 
49 Crane Global Energy Co 1/15/2015 1/17/2015 1/20/2015 
50 Hoverink International Holdings Inc. 2/17/2015 2/19/2015 8/26/2015 
51 Montbriar, Inc. 2/18/2015 2/20/2015 6/3/2015 
52 Broadstreet Power, Inc. 3/24/2015 3/26/2015 6/3/2015 
53 American-Swiss Capital, Inc. 3/30/2015 4/1/2015 8/26/2015 
54 Aquilarts, Inc. 4/27/2015 4/29/2015 6/2/2015 
55 Usa Capital Management Inc. 5/11/2015 5/13/2015 6/3/2015 
56 Axis Research & Technologies, Inc. 

(Delaware) 
5/27/2015 5/29/2015 6/1/2015 

57 Nextglass Technologies Corp. 6/8/2015 6/10/2015 7/14/2015 
58 Elm Valley Acquisition Corp 7/2/2015 7/4/2015 8/5/2015 
59 Eci Canada, Inc. 7/24/2015 7/26/2015 8/5/2015 
60 South West Coast Senior Living Corp 8/10/2015 8/12/2015 8/26/2015 
61 Global Regenerative Technologies & 

Therapies Inc. 
11/23/2015 11/25/2015 11/30/2015 

62 Lepora Holdings, Inc. 5/27/2016 5/29/2016 5/31/2016 
63 Unity Global Holdings Ltd. 6/30/2016 7/2/2016 7/14/2016 

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64 Geo Reserve Corp 7/6/2016 7/8/2016 7/14/2016 
65 Premier Hopkins International Corp 8/16/2016 8/18/2016 8/25/2016 
66 La Carte Charts Corp 12/19/2016 12/21/2016 1/6/2017 
67 Diverse Development Group Inc. 12/22/2016 12/24/2016 1/6/2017 
68 Anvia Holdings Corp 1/13/2017 1/15/2017 1/23/2017 
69 Golden Rush, Inc. 5/17/2017 5/19/2017 5/22/2017 
 

CLAIMS FOR RELIEF 

FIRST CLAIM FOR RELIEF 
 

McKillop Failed to Register as a Broker in 
Violation of Exchange Act Section 15(a)(1) 

31. The Commission realleges and incorporates by reference paragraphs 1 through 33 

above. 

32. Defendant, by engaging in the conduct described above in paragraphs 14 through 

19, made use of the mails or means or instrumentalities of interstate commerce to effect 

transactions in, or to induce or attempt to induce the purchase or sale of securities, for the 

accounts of others without being registered as a broker in accordance with Section 15(a)(1) of 

the Exchange Act, 15 U.S.C. § 78o(a)(1). 

33. By engaging in the conduct described above, Defendant violated, and unless 

restrained and enjoined will continue to violate, Section 15(a)(1) of the Exchange Act. 

SECOND CLAIM FOR RELIEF  
  

McKillop Failed to Report His Beneficial Ownership on Schedule 13D in 
Violation of Exchange Act Section 13(d) and Rule 13d-1(d) 

 
34. The Commission realleges and incorporates by reference paragraphs 1 through 33 

above. 

35. As the beneficial owner of more than 5% of at least 46 public shell companies’ 

common stock, McKillop was required by Section 13(d) of the Exchange Act, 15 U.S.C. § 

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12 
 

78m(d), and Rule 13d-1(d) thereunder, 17 C.F.R. § 240.13d–1(d), to file a Schedule 13G within 

45 days after the calendar year-end in which the public shell registered its securities on a Form 10-

12G with the Commission.  

36.    As described in Paragraphs 20 - 25 above, McKillop failed throughout the time 

period from May 2008 through October 2014 to disclose his beneficial ownership, or the changes 

thereto, by filing a Schedule 13G, within 45 days after the calendar year-end in which the public 

shell registered its securities with the Commission, on at least 46 occasions.  McKillop did not file a 

Schedule 13G for any entity listed in Paragraph 26 until September 2015 and thereby violated, and, 

unless enjoined, is likely to continue to violate, Section 13(d) of the Exchange Act and Rule 13d-

l(d) thereunder. 

THIRD CLAIM FOR RELIEF 
 

McKillop Failed to Disclose His Group Status on Schedules 13G in 
Violation of Exchange Act Section 13(d) and Rule 13d-1(k)(2) 

 
37. The Commission realleges and incorporates by reference paragraphs 1 through 36 

above. 

38. As the beneficial owner of more than 5% of at least 46 public shell companies’ 

common stock, McKillop was required to file Schedules 13G on at least 46 occasions by Section 

13(d) of the Exchange Act, 15 U.S.C. § 78m(d), and Rule 13d-1(d) thereunder, 17 C.F.R. § 

240.13d–1(d).  As McKillop had agreed with Cassidy to act together in acquiring, holding, 

voting, or disposing of their shares in Tiber Creek’s public shells, McKillop was a member of a 

group as defined in Exchange Act Rule 13d-5, 17 C.F.R. § 240.13d–5.  As a member of a group, 

McKillop was required to disclose Cassidy’s identity in his Schedule 13G filings pursuant to 

Exchange Act Rule 13d-1(k)(2), 17 C.F.R. § 240.13d–1(k)(2).   

39. McKillop delinquently filed at least 46 Schedules 13G in September 2015, as 

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13 
 

enumerated in Paragraph 23, without disclosing his membership in a group or identifying 

Cassidy, and thereby violated, and, unless enjoined, is likely to continue to violate, Section 13(d) 

of the Exchange Act and Rule 13d-l(k)(2) thereunder. 

FOURTH CLAIM FOR RELIEF 
 

McKillop Failed to File Forms 4 and 5 in  
Violation of Exchange Act Section 16(a), and Rules 16a-2 and 16a-3 

 
40. The Commission realleges and incorporates by reference paragraphs 1 through 39 

above. 

41. As an officer, director, and beneficial owner of at least 69 public shell companies’ 

common stock, McKillop was required to file a Form 4 within two business days after any 

change in his beneficial ownership.  McKillop was also required to file a Form 5 by the end of 

any fiscal year in which his beneficial ownership in a public shell had changed but that change 

had not previously been reported.   

42. As described in Paragraphs 25 - 30 above, beginning in April 2012 and continuing 

into May 2017, McKillop on 69 occasions disposed of shares in a Tiber Creek-created public 

shell company, thereby changing his beneficial ownership.  However, he failed to report any of 

those transactions within two business days on Form 4.  On at least six occasions, McKillop 

never filed a Form 4 and also failed to report the transactions on Form 5 after the close of the 

fiscal year. 

43. By reason of the foregoing, McKillop violated, and, unless enjoined, is likely to 

continue to violate, Exchange Act Section 16(a), 15 U.S.C. § 78p(a), and Rules 16a-2 and 16a-3, 

17 C.F.R. §§ 240.16a-2, 240.16a-3. 

 

 

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14 
 

WHEREFORE, the Commission respectfully requests that the Court: 

A. Injunctive Relief 

Permanently enjoin McKillop from (i) violating Exchange Act Sections 13(d), 15(a), or 16(a) 

or (ii) violating any other statutory provision or regulation that McKillop is found to have 

violated; 

B. Disgorgement 

Order McKillop to disgorge the ill-gotten gains obtained as a result of his violations, with 

prejudgment interest, pursuant to Section 21(d)(5) of the Exchange Act, 15 U.S.C. § 

78u(d)(5); 

C. Civil Penalties  

Order McKillop to pay civil money penalties pursuant to Section 21(d)(3) of the Exchange 

Act, 15 U.S.C. § 78u(d)(3); 

D. Penny Stock Bar 

Bar McKillop pursuant to Section 21(d)(6) of the Exchange Act, 15 U.S.C. § 78u(d)(6) from 

participating in any offering of any penny stock; and 

E. Grant such further relief as the Court may deem just and appropriate. 

 
Dated: March 26, 2019    Respectfully Submitted,  
 
 
       /s Cheryl Crumpton 
       Cheryl Crumpton 
       D.C. Bar No. 483776 
       Tel:  (202) 551-4459 
       E-mail:  [email protected] 
 
       Kevin Guerrero 
       AZ Bar No. 023673 
       Tel:  (202) 551-4401 
       E-mail:  [email protected] 

Case 1:19-cv-00852   Document 1   Filed 03/26/19   Page 14 of 15



15 
 

 
       Matthew Reilly 
       New York Bar No. 5130935 

Tel:  (202) 551-5478 
       E-mail:  [email protected] 
 
       Division of Enforcement 

U.S. Securities and Exchange 
Commission 
100 F Street, N.E. 
Washington, DC 20549 
Fax:  (202) 772-9292 

     
 

Case 1:19-cv-00852   Document 1   Filed 03/26/19   Page 15 of 15


	COMPLAINT FOR INJUNCTIVE AND OTHER RELIEF
	FIRST CLAIM FOR RELIEF
	THIRD CLAIM FOR RELIEF
	FOURTH CLAIM FOR RELIEF