U.S. SECURITIES AND EXCHANGE COMMISSION
Litigation Release No. 21053 / May 21, 2009
Securities and Exchange Commission v. Pawel P. Dynkowski, Matthew W. Brown, Jacob Canceli, Gerard J. D'Amaro, Joseph Mangiapane Jr., Nathan M. Michaud, Marc J. Riviello and Adam S. Rosengard, Civil Action No. 09-361 (D. Del.) (May 20, 2009)
SEC Charges Eight Participants in Penny Stock Manipulation Ring
The Securities and Exchange Commission ("Commission") announced today that it filed a complaint in the United States District Court for the District of Delaware against Pawel P. Dynkowski, Matthew W. Brown, Jacob Canceli, Gerard J. D'Amaro, Joseph Mangiapane Jr., Nathan M. Michaud, Marc J. Riviello and Adam S. Rosengard. The complaint alleges that in 2006 and 2007, Dynkowski, a Polish citizen who resided in the U.S., engaged in market manipulation schemes with at least four separate stocks: GH3 International, Inc., Asia Global Holdings, Inc., Playstar Corp., and Xtreme Motorsports of California, Inc. As alleged in the complaint, Dynkowski's co-defendants each participated in one or more of these schemes, which together generated more than $6.2 million in illicit profits.
The SEC's complaint alleges that these fraudulent schemes generally followed the same pattern: Dynkowski and his accomplices agreed to sell large blocks of shares for penny stock companies in exchange for a portion of the proceeds. The companies put these shares in nominee accounts that Dynkowski and his accomplices controlled. The defendants pumped the market price of the stocks using wash sales, matched orders and other manipulative trading, often timed to coincide with false or touting press releases by the companies, to give the market the false impression that there was real demand for these stocks. After artificially inflating the market price of the stocks, Dynkowski and his accomplices then dumped the shares obtained from the issuers and divided the illicit proceeds.
The SEC's complaint further alleges that:
- The pump-and-dump scheme involving GH3 International, Inc. stock occurred between October and December 2006. Dynkowski orchestrated this fraud with Matthew W. Brown, who operates a penny stock website called InvestorsHub.com. Brown introduced Dynkowski to a representative of GH3 and to Jacob Canceli, a penny stock promoter who participated in the scheme. Brown acted as a liaison between Dynkowski, Canceli and the issuer. Dynkowski and his associates used wash sales, matched orders, and other manipulative trading, timed to coincide with false, misleading and touting press releases by the company, to inflate the price of GH3 stock. Canceli provided the accounts from which Dynkowski subsequently sold purportedly unrestricted shares received from the issuer. The scheme culminated in mid-December 2006, with Dynkowski dumping 312 million shares of GH3 stock for total illicit proceeds of $747,609.
- Brown planned the Asia Global pump-and-dump scheme with Joseph Mangiapane Jr. and Marc J. Riviello, who were both registered representatives at a small broker-dealer in California. Dynkowski and Nathan M. Michaud, who met through InvestorsHub.com, pumped the price of Asia Global stock using wash sales, matched orders and other manipulative trading, coordinated with false, misleading, and touting press releases by the company. The scheme occurred in three cycles: August-September 2006, November-December 2006, and January-February 2007. After manipulating the price of stock, Dynkowski, Brown, Mangiapane and Riviello dumped more than 54 million shares that had been improperly registered on SEC Form S-8 and held in nominee accounts. The illicit proceeds from this scheme totaled at least $4,050,529.
- Dynkowski and Gerard J. D'Amaro carried out the Playstar pump-and-dump scheme. The two of them met through InvestorsHub.com. D'Amaro acted as the liaison with the issuer as well as the nominee account holder for the purportedly unrestricted shares received from the company. In this scheme, which occurred during October and November 2006, Dynkowski pumped Playstar's stock through wash sales, matched orders and other manipulative trading. Dynkowski and D'Amaro sold 11.5 million shares for total illicit proceeds of $1,180,294.
- Dynkowski and an accomplice carried out the Xtreme Motorsports pump-and-dump scheme. The two of them, who met through InvestorsHub.com, pumped Xtreme Motorsports stock through wash sales, matched orders and other manipulative trading during January and February 2007. Dynkowski's friend, Adam S. Rosengard, served as the nominee account holder who facilitated the dump of 13 million purportedly unrestricted shares of Xtreme Motorsports stock. After pumping the stock, Dynkowski sold the shares from Rosengard's account generating illicit proceeds of $257,646.
The SEC's complaint alleges that Dynkowski and Brown violated Sections 5(a), 5(c) and 17(a) of the Securities Act of 1933 ("Securities Act"), Sections 10(b) and 13(d) of the Securities Exchange Act of 1934 ("Exchange Act"), and Rules 10b-5, 13d-1 and 13d-2 thereunder; that Canceli, D'Amaro, Mangiapane, and Riviello violated Sections 5(a), 5(c), and 17(a) of the Securities Act, Section 10(b) of the Exchange Act, and Rule 10b-5; that Michaud violated Section 17(a) of the Securities Act, Section 10(b) of the Exchange Act, and Rule 10b-5; and that Rosengard violated Sections 5(a) and 5(c) of the Securities Act. The complaint seeks against each defendant a permanent injunction against future violations, disgorgement of ill-gotten gains with prejudgment interest, and civil monetary penalties, and, as to certain defendants, orders barring them from participating in penny stock offerings.
The U.S. Attorney's Office for the District of Delaware also announced today felony criminal charges against Dynkowski, Brown, Canceli, D'Amaro, Mangiapane, and Riviello.
The SEC thanks the U.S. Attorney's Office for the District of Delaware; the Department of Homeland Security, Immigration and Customs Enforcement; the Internal Revenue Service â" Criminal Investigations; and the Delaware State Police for their assistance in this matter.
The SEC's investigation is continuing.