U.S. SECURITIES AND EXCHANGE COMMISSION
Litigation Release No. 23337 / September 8, 2015
Securities and Exchange Commission v. Manny J. Shulman and David K. Hirschman, Civil Action No. 0:15-cv-61861-WJZ (U.S. District Court for the Southern District of Florida, Sept. 3, 2015)
On September 3, 2015, the Securities and Exchange Commission ("Commission") charged Manny J. Shulman and David K. Hirschman for their involvement in the fraudulent, unregistered sale of securities of Caribbean Pacific Marketing, Inc. ("Caribbean Pacific"), a now-defunct Florida corporation that purported to be a sun-care and skin-care products start-up company. The Commission also charged Shulman for making misstatements and omissions in Caribbean Pacific's registration statement.
According to the Commission's complaint, filed in U.S. District Court for the Southern District of Florida, Caribbean Pacific's Form S-1 registration statement filed with the Commission, which was declared effective in August 2012, failed to disclose that Shulman, a securities fraud recidivist, controlled the company's day-to-day operations. Nor did the registration statement disclose the managerial role in the company of another individual, William J. Reilly, who is also a securities fraud recidivist and a disbarred attorney. Although two other individuals were listed in the registration statement as the corporate officers and directors of Caribbean Pacific, Shulman and Reilly actually controlled the company and ran in on a day-to-day basis. The Commission subsequently suspended the effectiveness of Caribbean Pacific's registration statement pursuant to a settled stop order administrative proceeding based on findings that it was materially misleading and deficient. See In the Matter of the Registration Statement of Caribbean Pacific Marketing, Inc., Admin. Proc. File No. 3-15083 (Dec. 3, 2012).
In addition, the complaint alleges that from June 2012 through October 2012, Shulman and Hirschman engaged in a private, unregistered offering of Caribbean Pacific stock, raising $271,500 from 18 investors located in various states. The complaint also alleges that Shulman and Hirschman told investors that Caribbean Pacific would serve as a public shell that would later engage in a reverse merger with another Florida-based company called Dreamscapes International Properties, Inc. ("Dreamscapes"). Instead of using investors' money for expenses related to Caribbean Pacific's IPO and the business development of Dreamscapes, the complaint alleges that Shulman and Hirschman misappropriated most of their money.
The Commission's complaint alleges that Shulman of Boca Raton, Florida and Hirschman of Plantation, Florida, both violated Sections 5(a), 5(c) and 17(a) of the Securities Act of 1933, and Section 10(b) of the Securities Exchange Act of 1934 ("Exchange Act") and Rule 10b-5 thereunder and that Hirschman also violated Section 15(a) of the Exchange Act. The Commission is seeking financial penalties, disgorgement of ill-gotten gains plus prejudgment interest, and permanent injunctions against both Shulman and Hirschman and a penny stock bar against Hirschman. Shulman has consented, without admitting or denying the allegations of the complaint, to the entry of judgment ordering permanent injunctive relief against him and requiring him to pay disgorgement and a civil penalty, in amounts to be determined by the Court at a later date.