SEC v. William J. Gaffney (undisclosed control blocks, 2015)

Settled

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In April 2015 the SEC settled administrative proceedings against William Gaffney, finding that as the named sole officer of mBeach Software, Inc. he let it file registration papers that hid its undisclosed controlling promoters. Payment of the $10,000 disgorgement was waived.

The record

What was ordered

Civil penalty

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Disgorgement

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Prejudgment interest

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Total relief

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Alleged gain

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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 April 16, 2015 as Securities Act release 9748, without admission or denial by Gaffney.

Gaffney was the named sole officer, director and majority shareholder of mBeach Software, a Florida shell that registered a $30,000 offering in 2009. He had been told he would hold the post in name only for a flat fee. The order finds the filings misrepresented who controlled the company, when at least three undisclosed promoters did, until control changed hands in June 2010.

This library tags the matter as undisclosed control blocks because the order finds that the shell was controlled by persons its filings never named. The tagging is ours, not the regulator's: agencies charge statutory provisions, not technique names.

The order requires Gaffney to cease and desist from the antifraud and reporting provisions and bars him from serving as an officer or director of a public reporting company and from penny-stock offerings. The order sets disgorgement of $10,000 and interest of $1,515.11 but waives payment of both on his sworn statement of financial condition, with no penalty. The Division may reopen the matter if his financial statements prove inaccurate. The record previously showed $10,000 as disgorgement, so that field is now cleared.

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.

• Undisclosed control blocks — see how it works, what statute it engages, and every other action tagged the same way.

Timeline

1. 2015-04-16 Administrative proceeding instituted (cease-and-desist)

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.