SEC v. LEE COHEN, No. 1:18-cr-00296, Eastern District of New York (May 3, 2023) — Complaint

Duane K. Thompson*
Attorney for Plaintiff
SECURITIES AND EXCHANGE COMMISSION
100 F Street, N.E.
Washington, DC 20549
(202) 551-7159 (Thompson)
*Pro Hac Vice Application Pending

UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF NEW YORK

SECURITIES AND EXCHANGE
COMMISSION,

                                             Plaintiff,

                        -against-

LEE COHEN,

                                             Defendant.

COMPLAINT

          1:23-cv-3309 ( )

JURY TRIAL DEMANDED

Plaintiff Securities and Exchange Commission (the “Commission”),  for  its  Complaint
against defendant Lee Cohen (“Cohen” or “Defendant”), alleges as follows:
SUMMARY OF ALLEGATIONS

1. From at least July 2017 through at least November 2017 (the “Relevant Period”),
Cohen violated the anti-fraud provisions of the federal securities laws through his participation in a
fraudulent scheme to manipulate trading in the stock of HD View 360 Inc. (“HD View”), a now-
defunct microcap company
1
 that was based in Miami, Florida.

1
  Microcap companies are characterized by thin capitalization, low share prices, limited public
information and little or no analyst coverage.

 2
2. The   fraudulent   scheme   in   which   Cohen   participated   was   conceived   by   two
individuals, HD View’s CEO and majority shareholder Dennis Mancino (“Mancino”) and his co-
conspirator  William  Hirschy (“Hirschy”), both of whom the Commission and criminal  authorities
have already charged in parallel actions.
2
  Beginning in 2017, Mancino and Hirschy orchestrated a
fraudulent scheme (the “Matched Trading Scheme” or the “Scheme”)
3
 manipulating the price of HD
View stock from zero to over $5 per share.  The purpose of the Matched Trading Scheme was to allow
Mancino and Hirschy to sell their shares of HD View stock into an artificially inflated market.
3. Cohen  joined  the  Matched  Trading  Scheme  in  approximately  July  2017.    In
furtherance of the scheme, Cohen duped investors into placing buy orders at artificially high prices
that closely matched the target prices sought by Mancino and Hirschy.  The orders were then routed
to matching sell orders placed by brokerage accounts that Mancino or Hirschy controlled.  Hirschy or
intermediaries acting at Hirschy’s direction then compensated Cohen by arranging for him to receive
commissions based on a percentage of the sales he generated.
4. During the Relevant Period, Cohen operated a call room located in the Philippines to
generate buy orders for HD View stock from unsuspecting investors in this District and around the
United  States.    Cohen  targeted  senior  citizens  and  other  potential  investors  he  believed  were
susceptible  to  cold  call  solicitations,  dangling  the  prospect  of  a  quick  profit.    Cohen also falsely
represented himself as a legitimate stock promoter, and deliberately misled potential investors about
HD View and his incentive to recommend the stock.

2
  SEC v. Mancino, et al. 2:18 Civ. 01316-GRB-SIL (E.D.N.Y. Mar. 2, 2018); United States v.
Dennis Mancino and William Hirschy, 1:18-cr-00296 (E.D.N.Y. June 13, 2018).

3
 A “matched trade” is an order to buy or sell securities that is entered with knowledge that a matching
order on the opposite side of the transaction has been or will be entered for the purpose of (1) creating
a false or misleading appearance of active trading in any publicly traded security; or (2) creating a
false or misleading appearance with respect to the market for any such security.

 3
5. For example, Cohen’s sales pitch to investors was that HD View had excellent growth
prospects, that there was an active and rapidly rising market for its stock, and that investors needed to
act quickly in order to profit from expected further price increases.  In reality, HD View was a failing
start-up  company  that  reported  a  loss  of  approximately  $360,000 in  September  2017.    It  was later
dissolved and its stock delisted by the Commission for failure to file any financial statements after
September 2017.
6. Cohen also falsely told investors that he had negotiated to receive stock warrants from
HD View, thus conveying the false impression that he personally wanted to acquire the stock because
it was a good investment, and seeking to bolster the credibility of his sales pitch.  In fact, Cohen was
not entitled to receive warrants to purchase HD View stock, nor did he have any other stake in the
company’s success as a business.  To the contrary, Cohen’s sole incentive to generate sales of HD
View stock was his agreement with Hirschy and other participants in the Matched Trading Scheme
to give Cohen a share of the sales proceeds he generated.
7. As  soon  as  Cohen  had  convinced  an  investor  to  make  an  offer  to  buy  a  particular
amount of HD View stock at a particular price or within a particular price range, Cohen immediately
informed Hirschy, so that Hirschy could quickly arrange a matched sale to that investor from one or
more  brokerage  accounts  that  Hirschy  or  Mancino  controlled.   As  a  result  of  his  misconduct,
numerous investors purchased HD View stock at artificially high prices, and Cohen received at least
approximately $46,500 in undisclosed sales commissions directly from Hirschy or indirectly through
intermediaries.
8. In addition to violating the anti-fraud provisions of the federal securities laws, Cohen
also violated  securities  law  provisions  that  require  brokers  and  dealers  to  register  with  the
Commission.  During the Relevant Period, Cohen was not registered with the Commission as a broker.

 4
Yet Cohen acted as a broker in arranging sales of HD View stock in exchange for commissions from
Hirschy or designated intermediaries.  Cohen participated at key points in the chain of distribution of
HD  View  stock  to  investors,  including  actively  soliciting  purchases  from  investors,  and  earned
transaction-based compensation from his efforts.
9. In March 2022, Cohen was arrested and criminally charged with conspiracy to commit
securities fraud for his role in the Matched Trading Scheme.  See United States v. Cohen, 1:22-cr-
00209-KAM (E.D.N.Y. May 4, 2022).  He has pleaded guilty, and is in custody awaiting sentencing.
VIOLATIONS ALLEGED AND RELIEF SOUGHT
10. Defendant, on account of his conduct as alleged herein, has violated Section 17(a) of
the Securities Act of 1933 (“Securities Act”) [15 U.S.C. §§ 77q(a)]; Sections 9(a)(1) , 9(a)(2), 10(b),
and  15(a)(1) of  the  Securities Exchange Act of 1934 (“Exchange Act”) [15  U.S.C.  §§  78i(a)(1),
78i(a)(2), 78j(b), and 78o(a)(1)]; and Rule 10b-5 of the Exchange Act [17 C.F.R. § 240.10b-5].  The
Commission  seeks  a  final  judgment  permanently  enjoining  Defendant  from  engaging  in  the
transactions, acts, practices, and courses of business alleged in this Complaint.  The Commission also
seeks  a  final  judgment  ordering  Defendant  to  disgorge  his  ill-gotten  gains  pursuant  to  Sections
21(d)(5) and 21(d)(7) of the Exchange Act [15 U.S.C. §§ 78u(d)(3) (d)(5) and (d)(7)], together with
prejudgment interest thereon; and prohibiting Defendant from future participation in an offering of
penny stock pursuant to Section 20(f) of the Securities Act [15 U.S.C. §77t(f)] and Section 21(d)(6)
of the Exchange Act [15 U.S.C. § 78u(d)(6)].

 5
JURISDICTION AND VENUE

11. The  Commission  brings  this  action  pursuant  to the  authority  conferred  upon  it  by
Section 20(b) of the Securities Act [15 U.S.C. § 77t(b)] and Sections 21(d) of the Exchange Act [15
U.S.C. § 78u(d)].
12. This Court has jurisdiction over this action pursuant to Sections 20(b), 20(d), and 22(a)
of  the  Securities  Act  [15  U.S.C.  §§  77t(b),  77t(d),  and  77v(a)]  and Sections  21(d)  and  27  of  the
Exchange Act [15 U.S.C. §§ 78u(d) and 78aa].  Defendant, directly or indirectly, has made use of the
means or instruments of transportation or communication in interstate commerce, or of a means or
instrumentality  of interstate  commerce,  or  of  the  mails,  or  of  the  facilities  of  a  national  securities
exchange, in connection with the transactions, acts, practices, and courses of business alleged in this
Complaint.  Among other things, Cohen used interstate communications facilities to solicit investors
located in the United States to make offers to purchase HD View stock.  Defendant also used interstate
communications facilities to coordinate matched trading with Mancino and Hirschy.
13. Venue  in  this  District  is  proper  pursuant  to  Section 22(a)  of  the  Securities  Act  [15
U.S.C. § 77v(a)] and Section 27 of the Exchange Act [15 U.S.C. § 78aa] because certain of the acts
or transactions constituting the violations alleged herein occurred within the Eastern District of New
York.  Defendant solicited investors located in this District to make offers to purchase HD View stock.
Investors located in the District purchased HD View stock as result of Defendant’s solicitations.
DEFENDANT

14. Lee  Cohen,  age  52,  is  a  citizen  of  the  United  Kingdom.    Cohen  resided  in  the
Philippines during the Relevant Period.  In March 2022, the United States Attorney’s Office for the
Eastern District of New York caused Cohen to be arrested in Saipan on wire fraud and securities fraud
charges arising from his role in the HD View stock manipulation scheme and other, unrelated conduct.

 6
Cohen has pleaded guilty, and is currently in custody in this District awaiting sentencing.  See United
States v. Cohen, 1:22-cr-00209-KAM (E.D.N.Y. May 4, 2022).
OTHER RELEVANT PERSONS AND ENTITIES
15. HD View 360 Inc. (“HD View”) was a Florida corporation with its principal place of
business  in Miami,  Florida.   HD  View  purported  to  be  engaged  in  the  business  of  designing  and
installing  closed-circuit  television  systems  and  distributing  network  video  recorders,  HD  cameras,
and  accessories.    On  December  31,  2015,  Mancino  filed  a  registration  statement  on  Form  S-1  to
publicly offer HD Views shares,
4
 which the Commission declared effective on February 12, 2016.
During the Relevant Period, HD View’s shares were quoted and traded in the marketplace for over-
the-counter securities known as “OTCQB” operated by OTC Markets Group
5
 under  the  symbol
“HDVW.”  HD View was a “penny stock,” as defined by Rule 3a51-1 of the Exchange Act [17 C.F.R.
§ 240.3a51-1] because, among other things, it was issued for less than $5 per share, traded below $5
per share during the Relevant Period, and was not eligible for any other exceptions in Rule 3a51-1.
In addition, HD View had net tangible assets and average revenue below the thresholds of Rule 3a51-
1(g)(1).
16. Dennis J. Mancino is a United States citizen who resided in Miami, Florida during
the  Relevant  Period.    During  the  Relevant  Period,  Mancino  was  the  President,  Chief  Executive
Officer,  and  Director  of  HD  View.   Mancino,  together  with  William  Hirschy,  orchestrated  the

4
 A “Form S-1” is the registration statement under the Securities Act of 1933 that domestic issuers
file with the Securities and Exchange Commission in order to publicly offer new securities.

5
 OTC Markets Group Inc. owns OTC Link LLC (“OTC Link”), which is an electronic inter-dealer
quotation system that displays quotes in three tiers from broker-dealers for over-the-counter (“OTC”)
securities.  The “OTCQB” is the middle tier marketplace  for  the  trading  of  OTC  securities  and
consists mainly of early-stage and developing companies.

 7
Matched Trading Scheme.  Mancino also controlled two other entities used to execute the Matched
Trading Scheme, TJM Investments Inc. (“TJM”) and DJK Investments 10 Inc. (“DJK”).  Mancino
pled  guilty  to  wire  fraud  charges  filed  in  this  District,  and  served  a  prison  term,  based  on  his
participation  in  the  scheme  to  manipulate  HD  View  stock  trading  and  other  fraudulent  conduct.
United  States  v.  Dennis  Mancino  and  William  Hirschy, 1:18-cr-00296 (E.D.N.Y.  June  13,  2018).
Mancino is also a defendant in a pending SEC enforcement action in this District alleging violations
of the anti-fraud provisions of the federal securities laws arising, in part, from Mancino’s participation
in  the  HD  View  stock  manipulation  scheme.   SEC  v.  Mancino, et  al. 2:18  Civ.  01316-GRB-SIL
(E.D.N.Y. Mar. 2, 2018).
17. William  T.  Hirschy resides in Ocala,  Florida.   Hirschy  was  the  Chief  Executive
Officer of WT Consulting Group, LLC. (“WTC”).  During the Relevant Period, Hirschy orchestrated
the Matched Trading Scheme by, among other things, arranging matched trades through brokerage
accounts he controlled in the name of WTC or brokerage accounts that Mancino controlled in the
name of TJM or DJK.  Hirschy has pled guilty to wire fraud charges filed in this District based, in
part, on his participation in the scheme to manipulate HD View stock trading.  United States v. Dennis
Mancino  and  William  Hirschy, 1:18-cr-00296 (E.D.N.Y.  June  13,  2018).  Hirschy  is  awaiting
sentencing.  Hirschy is also a defendant in a pending SEC enforcement action in this District alleging
violations of the anti-fraud provisions of the federal securities laws arising, in part, from Hirschy’s
participation in the HD View stock manipulation scheme.  SEC v. Mancino, et al. 2:18 Civ. 01316-
GRB-SIL (E.D.N.Y. Mar. 2, 2018).  Hirschy has admitted liability in the SEC enforcement action.

 8
FACTS

A. The Matched Trading Scheme Prior to Cohen’s Involvement
18. Mancino  and  Hirschy  commenced  the  Matched  Trading  Scheme  in  early  2017.
Mancino  and  Hirschy  manipulated the market  for HD  View  shares, using brokerage  accounts  that
they  owned,  controlled,  or  were  associated  with,  to  create  a  false  or  misleading  impression  with
respect to the price and liquidity of HD View stock.  Mancino and Hirschy first received assistance
with their stock manipulation scheme from two individuals who resided in Canada, “Individual C”
and “Individual D.”
B. Cohen Joins the Scheme as a Call Room Operator in or about July 2017
19. Individual C and Individual D knew of Cohen and recommended him to Hirschy as a
call room operator who might assist in the Matched Trading Scheme.  Thus, in or about July 2017,
Individual  C  and  Individual  D  introduced  Cohen  to  Hirschy  via  WhatsApp,  a  popular  messaging
service.
20. Cohen,  Hirschy,  Individual  C,  and  Individual  D  subsequently  made  an  agreement
amongst themselves in furtherance of the Matched Trading Scheme.  Under the agreement, Individual
C and Individual D would provide “lead lists” of potential investors to Cohen.  The prospective
investors were mostly senior citizens.  In turn, Cohen would solicit the potential investors to purchase
HD  View  stock.    Hirschy  would  provide  Cohen  with  the  desired  prices  and  volumes  to  pitch  to
prospective investors.  Cohen knew that the prices that Hirschy provided were artificially high and
did not represent the actual value of the HD Value stock.  Whenever Cohen believed he had convinced
a prospective investor to submit a buy order, Cohen would report to Hirschy so that he could arrange
an offer to sell at a matched price.

 9
21. Cohen, Hirschy, Individual C, and Individual D agreed on a convention to keep track
of buy orders that Cohen had generated and that resulted in executed sales of HD View stock.  Cohen,
Hirschy, Individual C, and Individual D also agreed that Hirschy would send Individual C 40% - 45%
of the total sales revenue that Cohen generated.  Cohen, in turn, would receive a 15% share of the
total sales he had generated, to be paid directly to him by Individual C, who was responsible for the
actual transmission of Cohen’s share of the fraud proceeds to him.
22. Mancino  and  Hirschy  continued  to  orchestrate  and  control  the  Matched  Trading
Scheme after Cohen became an active participant.  Hirschy instructed Cohen as to the desired price
or price range for buy orders from investors Cohen was soliciting from his call room.  Mancino or
Hirschy arranged matched trades through brokerage accounts Hirschy controlled in the name of WTC
or brokerage accounts that Mancino controlled in the name of TJM or DJK.
23. Beginning no later than August 2017, Cohen and Hirschy communicated numerous
times to coordinate buy orders and sell orders in furtherance of the Matched Trading Scheme.  Cohen
usually  used  Signal,  a  private  text  messaging  application,  and  his  texts  usually  consisted  of  just  a
figure for the price and a figure for the number of shares he had convinced an investor to submit in
their buy order.  Cohen also sometimes used the WhatsApp application to send messages to Hirschy.
C. Cohen Generates Numerous Buy Orders in Furtherance of the Scheme
24. In August and September 2017, Cohen and his workers in the Philippines call room
made numerous telephone calls to potential investors in the United States with the goal of generating
orders to buy HD View stock at the prices sought by Hirschy.  Cohen targeted investors whose names
Individual  C  and  Individual  D  had  provided  to  him,  as  well  as  other  investors  he  had  previously
convinced to purchase other stocks.  Most of the investors Cohen induced to purchase HD View stock
were senior citizens.

 10
25. Cohen personally misled every one of the investors who were induced to place a buy
order for HD View stock by the call room.  Cohen’s call room workers made initial cold calls to
targeted investors using detailed scripts Cohen had provided.  Cohen instructed his workers to transfer
all promising leads directly to him so that he could personally deliver a materially false sales pitch,
and provide instructions on how to place an order.
26. Cohen falsely presented himself to prospective investors as having “skin in the game.”
Cohen told prospective investors that his “service” was free to investors and that he would make
money by virtue of warrants that HD View had agreed to issue to him based on his sales.  In fact,
Cohen did not hold warrants, but instead was entitled to receive sales commissions based on the buy
orders he induced the investors to place.  In this manner, Cohen made false statements of material fact
indicating that his interests were in complete alignment with his recommendations, because he would
make money only if the price of HD View stock rose above the strike price of his warrants.
27. Cohen  also misled  investors  about  the  nature  of  their  purchase  of  HD  View  stock.
Cohen recommended purchasing HD View stock at specific prices set by Hirschy, even though Cohen
knew  that  those  prices  were  artificially  high  and  not  the  true  value  of  the  stock.   Cohen also
misleadingly portrayed HD View stock to investors as a hot new growth stock that was being actively
traded in a fair marketplace.
28. The prices and volumes of the customer orders generated by Cohen closely matched
the prices and volumes that Hirschy instructed Cohen to arrange.  Hirschy often posted a sell price
that was slightly below the buy order price he had asked Cohen to solicit.
29. In accordance with his arrangement with Hirschy, Cohen alerted Hirschy to incoming
buy  orders  so  that  Hirschy  could  arrange  a  match  sale.    The  Matched  Trading  Scheme  generated
approximately $1,208,487 in proceeds from sales to unsuspecting investors.  There were over 1,400

 11
trades in HD View stock during the Relevant Period.  Cohen recruited, and was responsible for sales
to, a significant number of the investors who made these trades.  By his own calculation, Cohen was
entitled to approximately $180,000 - $200,000 in commissions based on the agreement with Hirschy,
Individual C, and Individual D pursuant to which he was to receive 15% of the total sales he generated.
30. Cohen acted with scienter.  He induced investors to place buy orders for HD View
stock with knowledge that Mancino or Hirschy, or entities that they controlled, would enter matching
offers to sell the stock at substantially the same sizes, times, and prices for the purpose of creating a
false or misleading appearance of active trading in HD View stock.  Cohen acted with the specific
purpose to serve his own pecuniary interest by receiving commissions from Hirschy based on trading
at manipulated prices.
D. Cohen  Withdraws  from  the  Matched  Trading  Scheme  After  Not  Receiving
Commissions He Believed He Was Owed

31. Cohen  ultimately  terminated  his  participation  in  the  Matched  Trading  Scheme
because  he  believed  he  was  not  receiving  the  commissions  to  which  he  was  entitled  under  his
agreement with Hirschy, Individual C, and Individual D.  Cohen came to believe that Individual C
and Individual D retained for themselves most of the $180,000 - $200,000 in sales commissions to
which Cohen believed he was entitled.
32. In  or  about  September  2017,  Cohen  complained  to  Hirschy  about  his  belief  that
Individual C and Individual D were not paying all the sales commissions to which he was entitled.
Cohen  threatened  to  stop  sending  investors  to  Hirschy  for  the  Matched  Trading  Scheme.    Cohen
briefly  stopped  making  calls  to  investors  about  HD  View  stock,  and  threatened  never  to  resume
making such calls.
33. In  response,  Hirschy  asked  Cohen  to  continue  making  calls  to  investors  about  HD
View stock.  Hirschy promised to make other arrangements to remit Cohen’s share of future proceeds

 12
that would not involve going through Individual C and Individual D.  Hirschy told Cohen that, in the
future, his share would be routed through one of Mancino’s relatives.  Thus, in an effort to keep Cohen
working for the Matched Trading Scheme, Hirschy arranged for another person – “Individual E” – to
begin serving as a conduit to remit sales commissions to Cohen.  From September through November
2017, Individual E routed approximately $29,500 in sales commissions to Cohen.
34. Despite Hirschy’s attempts to convince Cohen to continue working with him on the
Matched Trading Scheme, Cohen did not send additional matched trades to Hirschy after sometime
in November or December 2017.  Nonetheless, during the Relevant Period, Cohen received a total of
at  least  approximately  $46,500 in  sales  commissions  via  Hirschy,  Individual  C, Individual  D,  and
Individual E through his participation in the Matched Trading Scheme.
E. Cohen is Arrested and Admits Role in the Matched Trading Scheme
35. Beginning  in  approximately  November  2017,  a  covert  law  enforcement  operation
uncovered the Matched Trading Scheme.  The United States Attorney Office for the Eastern District
of New York (“USAO”) subsequently caused the arrests of both Mancino and Hirschy.  See United
States v. Mancino, et al., 1:18-cr-00296-KAM (E.D.N.Y. June 13, 2018).  Both Mancino and Hirschy
eventually pleaded guilty to securities law violations and wire fraud charges arising from the Matched
Trading  Scheme  and  a  similar  scheme  to  manipulate  trading  in  the  stock  of  another  microcap
company.  In July 2019, Mancino was sentenced to a fifteen-month prison term, fined $5,000, and
ordered pay approximately $1.2 million in restitution.  Hirschy is still awaiting sentencing.
36. In March 2018, the Commission filed a parallel enforcement action against Mancino
and Hirschy, alleging violations of the anti-fraud provisions of the federal securities laws.  See SEC
v. Mancino, et al., 18-civ-1316-GRB-JMW (E.D.N.Y. Mar. 2, 2018).  Hirschy has admitted liability

 13
in the civil case, and agreed that monetary sanctions against him will be addressed after his sentencing
in the criminal case.  The Commission’s case against Mancino is pending.
37. On  March  16,  2022,  Cohen  was  arrested  in  Saipan  on  a  charge  of  conspiracy  to
commit securities fraud based on his role in the scheme to manipulate HD View stock trading, and an
unrelated money laundering charge.  The USAO thereupon filed a criminal complaint against Cohen.
See U.S. v. Cohen, 1:22-cr-00209-KAM (E.D.N.Y. May 4, 2022).  Cohen has been in custody in the
Metropolitan  Detention  Center  in  Brooklyn  since  his  arrest.    On  August  1,  2022,  Cohen  pleaded
guilty  to  the  charge that  he  conspired  to  commit  securities  fraud  through  his  participation  in  the
Matched Trading Scheme.  He remains in custody awaiting sentencing.
F. Cohen Acted as a Broker Despite Not Being Registered with the Commission
38. Cohen has never been registered with the Commission as a broker.  Cohen admitted
to an undercover law enforcement officer that he “never had a license [to sell stocks]...I just sell it.
Boiler room sort of thing.”
39. Cohen nonetheless  acted as  a  broker  in  arranging  sales  of  HD  View  stock.   Cohen
participated at key points in the chain of distribution of HD View stock, including actively soliciting
purchases  from  investors in  the Eastern  District of New  York  and  elsewhere  in  the  United  States.
Among  the  activities in which  Cohen  engaged  were (1)  soliciting  investors  to  purchase HD  View
stock  and  other securities;  (2)  receiving transaction-based  compensation as  opposed  to  salary;  (3)
making valuations as to the merits of the investment or giving advice; and (4) being an active rather
than passive finder of investors.

 14
FIRST CLAIM FOR RELIEF
Violation of Sections 9(a)(1) and (2) of the Exchange Act
[15 U.S.C. §§ 78i(a)(1) and (a)(2)]

40. The Commission re-alleges and incorporates by reference each and every allegation
in paragraphs 1 through 39, inclusive, as if the same were fully set forth herein.
41. From  at  least  July  2017  through  at  least  November  2017,  Defendant,  directly  or
indirectly, by the use of the mails or  any means or instrumentality of interstate commerce, for the
purpose of creating a false or misleading appearance of active trading in HD View securities, or a
false or misleading appearance with respect to the market for such security, entered an order or orders
for the purchase of any such security with the knowledge that an order or orders of substantially the
same size, at substantially the same time, and at substantially the same price, for the sale of any such
security, has been or will be entered by or for the same or different parties; or entered an order or
orders for the sale of any such security with the knowledge that an order or orders of substantially the
same size, at substantially the same time, and at substantially the same price, for the purchase of any
such security, has been or will be entered by or for the same or different parties.
42. Defendant directly or indirectly, by use of the mails or any means or instrumentality
of interstate commerce, with specific intent, effected, alone or with one or more persons, a series of
transactions in HD View securities creating actual or apparent active trading in those securities, or
raising the price of that security, for the purpose of inducing the purchase or sale of those securities
by others.
43. By engaging in the foregoing, Defendant, singly or in concert with others, violated,
and unless enjoined, is reasonably likely to violate again in the future Sections 9(a)(1) and 9(a)(2) of
the Exchange Act [15 U.S.C. §§ 78i(a)(1) and (a)(2)].

 15
SECOND CLAIM FOR RELIEF
Violations of Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)]
and Rule 10b-5 [17 C.F.R. § 240.10b-5] thereunder

44. The Commission re-alleges and incorporates by reference each and every allegation
in paragraphs 1 through 39, inclusive, as if the same were fully set forth herein.
45. From  at  least  July  2017  through  at  least  November  2017,  Defendant,  directly  or
indirectly,  by  use  of  the  means  and  instrumentalities  of  interstate  commerce,  or  of  the  mails,  in
connection with the purchase or sale of securities, knowingly or recklessly:
(a) employed devices, schemes or artifices to defraud; or
(b) made untrue statements of material fact or omitted to state a
material fact necessary in order to make the statements made, in light of the
circumstances under which they were made, not misleading; and
(c) engaged in acts, practices, or courses of business which operated or
would operate as a fraud or deceit upon any person.
46. By engaging in the foregoing conduct, Defendant, singly or in concert with others,
violated and unless enjoined, is reasonably likely to violate again in the future Section 10(b) of the
Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5, [17 C.F.R. § 240.10b-5] thereunder.
THIRD CLAIM FOR RELIEF
Violations of Sections 17(a) of the Securities Act [15 U.S.C. § 77q(a)]

47. The Commission re-alleges and incorporates by reference each and every allegation
in paragraphs 1 through 39, inclusive, as if the same were fully set forth herein.
48. From  at  least  July  2017  through  at  least  November  2017,  Defendant,  directly  or
indirectly,  by  use  of  the  means  and  instruments  of  transportation  or  communication  in  interstate
commerce and by the use of the mails, and in connection with the offer or sale of securities:
(a) knowingly or recklessly employed devices, schemes, or artifices to defraud;

 16
(b) knowingly, recklessly, or negligently obtained money or property by means of untrue
statements of a material fact or omissions to state a material fact necessary in order to
make the statements made, in light of the circumstances under which they were made,
not misleading; and
(c) knowingly, recklessly, or negligently engaged in transactions, practices, or courses of
business that operated as a fraud or deceit.
49. By engaging in the foregoing conduct, Defendant, singly or in concert, has violated,
and unless enjoined, is reasonably likely to violate again in the future Sections 17(a) of the Securities
Act [15 U.S.C. § 77q(a)].
FOURTH CLAIM FOR RELIEF
Violations of Section 15(a)(1) of the Exchange Act

50. The Commission re-alleges and incorporates by reference each and every allegation
in paragraphs 1 through 39, inclusive, as if the same were fully set forth herein.
51. From  at  least  July  2017  through  at  least  November  2017,  Defendant,  directly  or
indirectly,  by  use  of  the  means  and  instrumentalities  of  interstate  commerce,  or  of  the  mails,  in
connection with the purchase or sale of securities, effected transactions in, or to induced or attempted
to  induce  the  purchase  or  sale of  a  security without  being registered  with  the  Commission  in
accordance with Section 15(b) of the Exchange Act.
52. By engaging in the foregoing conduct, Defendants, singly or in concert, violated and
unless enjoined, is reasonably likely to violate again in the future Section 15(a)(1) of the Exchange
Act [15 U.S.C. § 78o(a)(1)].

 17
PRAYER FOR RELIEF
WHEREFORE, the Commission respectfully requests that this Court enter a final
judgment:
I.
Finding that the Defendant violated the securities laws and rules promulgated thereunder
as alleged against him herein;
II.
Permanently restraining and enjoining Defendant, his agents, servants, employees,
attorneys, and all persons in active concert or participation with him who receive actual notice by
personal service or otherwise, from future violations of the federal securities laws as alleged
herein;
III.
Ordering Defendant to disgorge any and all ill-gotten gains he received directly or
indirectly, together with prejudgment interest, as a result of the violations alleged in this
Complaint; pursuant to Sections 21(d)(3), 21(d)(5) and 21(d)(7) of the Exchange Act [15 U.S.C.
§§ 78u(d)(3), (d)(5) and (d)(7)];
IV.
Permanently prohibiting Defendant from participating in any offering of a penny stock,
including engaging in activities with a broker, dealer, or issuer for purposes of issuing, trading,
or inducing or attempting to induce the purchase or sale of any penny stock, pursuant to Section
21(d)(6) of the Exchange Act [15 U.S.C. § 78u(d)(6)]; and
V.
Granting such other and further relief as the Court may deem just and appropriate.

 18

Respectfully submitted,

/s/ Duane K. Thompson
       Duane K. Thompson*
       Senior Trial Attorney
       Securities and Exchange Commission
       100 F Street NE
       Washington, D.C. 20549
       [email protected]
       Telephone: (202) 551-7159
*Pro Hac Vice Application Pending

       Counsel to Plaintiff
Securities and Exchange Commission

Dated:  May 2, 2023

Duane K. Thompson* 

Attorney for Plaintiff 

SECURITIES AND EXCHANGE COMMISSION 

100 F Street, N.E. 

Washington, DC 20549 

(202) 551-7159 (Thompson) 

*Pro Hac Vice Application Pending 

 

 

UNITED STATES DISTRICT COURT 

EASTERN DISTRICT OF NEW YORK 

 
SECURITIES AND EXCHANGE 
COMMISSION, 
 
                                             Plaintiff, 
 
                        -against- 
 

LEE COHEN,    

  
                                             Defendant. 

 

 
 
COMPLAINT 
 

          1:23-cv-3309 ( )  
 

   

JURY TRIAL DEMANDED 

  

           

          

 

 

Plaintiff Securities and Exchange Commission (the “Commission”), for its Complaint 

against defendant Lee Cohen (“Cohen” or “Defendant”), alleges as follows:  

SUMMARY OF ALLEGATIONS 

 

1. From at least July 2017 through at least November 2017 (the “Relevant Period”), 

Cohen violated the anti-fraud provisions of the federal securities laws through his participation in a 

fraudulent scheme to manipulate trading in the stock of HD View 360 Inc. (“HD View”), a now-

defunct microcap company1 that was based in Miami, Florida. 

                                                 
1  Microcap companies are characterized by thin capitalization, low share prices, limited public 

information and little or no analyst coverage.   
 

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2. The fraudulent scheme in which Cohen participated was conceived by two 

individuals, HD View’s CEO and majority shareholder Dennis Mancino (“Mancino”) and his co-

conspirator William Hirschy (“Hirschy”), both of whom the Commission and criminal authorities 

have already charged in parallel actions.2  Beginning in 2017, Mancino and Hirschy orchestrated a 

fraudulent scheme (the “Matched Trading Scheme” or the “Scheme”)3 manipulating the price of HD 

View stock from zero to over $5 per share.  The purpose of the Matched Trading Scheme was to allow 

Mancino and Hirschy to sell their shares of HD View stock into an artificially inflated market. 

3. Cohen joined the Matched Trading Scheme in approximately July 2017.  In 

furtherance of the scheme, Cohen duped investors into placing buy orders at artificially high prices 

that closely matched the target prices sought by Mancino and Hirschy.  The orders were then routed 

to matching sell orders placed by brokerage accounts that Mancino or Hirschy controlled.  Hirschy or 

intermediaries acting at Hirschy’s direction then compensated Cohen by arranging for him to receive 

commissions based on a percentage of the sales he generated.   

4. During the Relevant Period, Cohen operated a call room located in the Philippines to 

generate buy orders for HD View stock from unsuspecting investors in this District and around the 

United States.  Cohen targeted senior citizens and other potential investors he believed were 

susceptible to cold call solicitations, dangling the prospect of a quick profit.  Cohen also falsely 

represented himself as a legitimate stock promoter, and deliberately misled potential investors about 

HD View and his incentive to recommend the stock.   

                                                 
2  SEC v. Mancino, et al. 2:18 Civ. 01316-GRB-SIL (E.D.N.Y. Mar. 2, 2018); United States v. 

Dennis Mancino and William Hirschy, 1:18-cr-00296 (E.D.N.Y. June 13, 2018).    
 
3 A “matched trade” is an order to buy or sell securities that is entered with knowledge that a matching 

order on the opposite side of the transaction has been or will be entered for the purpose of (1) creating 

a false or misleading appearance of active trading in any publicly traded security; or (2) creating a 

false or misleading appearance with respect to the market for any such security. 
 

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5. For example, Cohen’s sales pitch to investors was that HD View had excellent growth 

prospects, that there was an active and rapidly rising market for its stock, and that investors needed to 

act quickly in order to profit from expected further price increases.  In reality, HD View was a failing 

start-up company that reported a loss of approximately $360,000 in September 2017.  It was later 

dissolved and its stock delisted by the Commission for failure to file any financial statements after 

September 2017.   

6. Cohen also falsely told investors that he had negotiated to receive stock warrants from 

HD View, thus conveying the false impression that he personally wanted to acquire the stock because 

it was a good investment, and seeking to bolster the credibility of his sales pitch.  In fact, Cohen was 

not entitled to receive warrants to purchase HD View stock, nor did he have any other stake in the 

company’s success as a business.  To the contrary, Cohen’s sole incentive to generate sales of HD 

View stock was his agreement with Hirschy and other participants in the Matched Trading Scheme 

to give Cohen a share of the sales proceeds he generated.    

7. As soon as Cohen had convinced an investor to make an offer to buy a particular 

amount of HD View stock at a particular price or within a particular price range, Cohen immediately 

informed Hirschy, so that Hirschy could quickly arrange a matched sale to that investor from one or 

more brokerage accounts that Hirschy or Mancino controlled.  As a result of his misconduct, 

numerous investors purchased HD View stock at artificially high prices, and Cohen received at least 

approximately $46,500 in undisclosed sales commissions directly from Hirschy or indirectly through 

intermediaries. 

8. In addition to violating the anti-fraud provisions of the federal securities laws, Cohen 

also violated securities law provisions that require brokers and dealers to register with the 

Commission.  During the Relevant Period, Cohen was not registered with the Commission as a broker.  

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Yet Cohen acted as a broker in arranging sales of HD View stock in exchange for commissions from 

Hirschy or designated intermediaries.  Cohen participated at key points in the chain of distribution of 

HD View stock to investors, including actively soliciting purchases from investors, and earned 

transaction-based compensation from his efforts.  

9. In March 2022, Cohen was arrested and criminally charged with conspiracy to commit 

securities fraud for his role in the Matched Trading Scheme.  See United States v. Cohen, 1:22-cr-

00209-KAM (E.D.N.Y. May 4, 2022).  He has pleaded guilty, and is in custody awaiting sentencing.   

VIOLATIONS ALLEGED AND RELIEF SOUGHT 

10. Defendant, on account of his conduct as alleged herein, has violated Section 17(a) of 

the Securities Act of 1933 (“Securities Act”) [15 U.S.C. §§ 77q(a)]; Sections 9(a)(1) , 9(a)(2), 10(b), 

and 15(a)(1) of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. §§ 78i(a)(1), 

78i(a)(2), 78j(b), and 78o(a)(1)]; and Rule 10b-5 of the Exchange Act [17 C.F.R. § 240.10b-5].  The 

Commission seeks a final judgment permanently enjoining Defendant from engaging in the 

transactions, acts, practices, and courses of business alleged in this Complaint.  The Commission also 

seeks a final judgment ordering Defendant to disgorge his ill-gotten gains pursuant to Sections 

21(d)(5) and 21(d)(7) of the Exchange Act [15 U.S.C. §§ 78u(d)(3) (d)(5) and (d)(7)], together with 

prejudgment interest thereon; and prohibiting Defendant from future participation in an offering of 

penny stock pursuant to Section 20(f) of the Securities Act [15 U.S.C. §77t(f)] and Section 21(d)(6) 

of the Exchange Act [15 U.S.C. § 78u(d)(6)].   

  

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JURISDICTION AND VENUE 

 

11. The Commission brings this action pursuant to the authority conferred upon it by 

Section 20(b) of the Securities Act [15 U.S.C. § 77t(b)] and Sections 21(d) of the Exchange Act [15 

U.S.C. § 78u(d)].   

12. This Court has jurisdiction over this action pursuant to Sections 20(b), 20(d), and 22(a) 

of the Securities Act [15 U.S.C. §§ 77t(b), 77t(d), and 77v(a)] and Sections 21(d) and 27 of the 

Exchange Act [15 U.S.C. §§ 78u(d) and 78aa].  Defendant, directly or indirectly, has made use of the 

means or instruments of transportation or communication in interstate commerce, or of a means or 

instrumentality of interstate commerce, or of the mails, or of the facilities of a national securities 

exchange, in connection with the transactions, acts, practices, and courses of business alleged in this 

Complaint.  Among other things, Cohen used interstate communications facilities to solicit investors 

located in the United States to make offers to purchase HD View stock.  Defendant also used interstate 

communications facilities to coordinate matched trading with Mancino and Hirschy.   

13. Venue in this District is proper pursuant to Section 22(a) of the Securities Act [15 

U.S.C. § 77v(a)] and Section 27 of the Exchange Act [15 U.S.C. § 78aa] because certain of the acts 

or transactions constituting the violations alleged herein occurred within the Eastern District of New 

York.  Defendant solicited investors located in this District to make offers to purchase HD View stock.  

Investors located in the District purchased HD View stock as result of Defendant’s solicitations.     

DEFENDANT  

 

14. Lee Cohen, age 52, is a citizen of the United Kingdom.  Cohen resided in the 

Philippines during the Relevant Period.  In March 2022, the United States Attorney’s Office for the 

Eastern District of New York caused Cohen to be arrested in Saipan on wire fraud and securities fraud 

charges arising from his role in the HD View stock manipulation scheme and other, unrelated conduct.  

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Cohen has pleaded guilty, and is currently in custody in this District awaiting sentencing.  See United 

States v. Cohen, 1:22-cr-00209-KAM (E.D.N.Y. May 4, 2022). 

OTHER RELEVANT PERSONS AND ENTITIES 

15. HD View 360 Inc. (“HD View”) was a Florida corporation with its principal place of 

business in Miami, Florida.  HD View purported to be engaged in the business of designing and 

installing closed-circuit television systems and distributing network video recorders, HD cameras, 

and accessories.  On December 31, 2015, Mancino filed a registration statement on Form S-1 to 

publicly offer HD Views shares,4 which the Commission declared effective on February 12, 2016.  

During the Relevant Period, HD View’s shares were quoted and traded in the marketplace for over-

the-counter securities known as “OTCQB” operated by OTC Markets Group5 under the symbol 

“HDVW.”  HD View was a “penny stock,” as defined by Rule 3a51-1 of the Exchange Act [17 C.F.R. 

§ 240.3a51-1] because, among other things, it was issued for less than $5 per share, traded below $5 

per share during the Relevant Period, and was not eligible for any other exceptions in Rule 3a51-1.  

In addition, HD View had net tangible assets and average revenue below the thresholds of Rule 3a51-

1(g)(1).   

16. Dennis J. Mancino is a United States citizen who resided in Miami, Florida during 

the Relevant Period.  During the Relevant Period, Mancino was the President, Chief Executive 

Officer, and Director of HD View.  Mancino, together with William Hirschy, orchestrated the 

                                                 
4 A “Form S-1” is the registration statement under the Securities Act of 1933 that domestic issuers 

file with the Securities and Exchange Commission in order to publicly offer new securities. 
 

5 OTC Markets Group Inc. owns OTC Link LLC (“OTC Link”), which is an electronic inter-dealer 

quotation system that displays quotes in three tiers from broker-dealers for over-the-counter (“OTC”) 

securities.  The “OTCQB” is the middle tier marketplace for the trading of OTC securities and 

consists mainly of early-stage and developing companies.   

 

 

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Matched Trading Scheme.  Mancino also controlled two other entities used to execute the Matched 

Trading Scheme, TJM Investments Inc. (“TJM”) and DJK Investments 10 Inc. (“DJK”).  Mancino 

pled guilty to wire fraud charges filed in this District, and served a prison term, based on his 

participation in the scheme to manipulate HD View stock trading and other fraudulent conduct.  

United States v. Dennis Mancino and William Hirschy, 1:18-cr-00296 (E.D.N.Y. June 13, 2018).  

Mancino is also a defendant in a pending SEC enforcement action in this District alleging violations 

of the anti-fraud provisions of the federal securities laws arising, in part, from Mancino’s participation 

in the HD View stock manipulation scheme.  SEC v. Mancino, et al. 2:18 Civ. 01316-GRB-SIL 

(E.D.N.Y. Mar. 2, 2018). 

17. William T. Hirschy resides in Ocala, Florida.  Hirschy was the Chief Executive 

Officer of WT Consulting Group, LLC. (“WTC”).  During the Relevant Period, Hirschy orchestrated 

the Matched Trading Scheme by, among other things, arranging matched trades through brokerage 

accounts he controlled in the name of WTC or brokerage accounts that Mancino controlled in the 

name of TJM or DJK.  Hirschy has pled guilty to wire fraud charges filed in this District based, in 

part, on his participation in the scheme to manipulate HD View stock trading.  United States v. Dennis 

Mancino and William Hirschy, 1:18-cr-00296 (E.D.N.Y. June 13, 2018).  Hirschy is awaiting 

sentencing.  Hirschy is also a defendant in a pending SEC enforcement action in this District alleging 

violations of the anti-fraud provisions of the federal securities laws arising, in part, from Hirschy’s 

participation in the HD View stock manipulation scheme.  SEC v. Mancino, et al. 2:18 Civ. 01316-

GRB-SIL (E.D.N.Y. Mar. 2, 2018).  Hirschy has admitted liability in the SEC enforcement action. 

  

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FACTS 

 

A. The Matched Trading Scheme Prior to Cohen’s Involvement  

18. Mancino and Hirschy commenced the Matched Trading Scheme in early 2017.  

Mancino and Hirschy manipulated the market for HD View shares, using brokerage accounts that 

they owned, controlled, or were associated with, to create a false or misleading impression with 

respect to the price and liquidity of HD View stock.  Mancino and Hirschy first received assistance 

with their stock manipulation scheme from two individuals who resided in Canada, “Individual C” 

and “Individual D.”   

B. Cohen Joins the Scheme as a Call Room Operator in or about July 2017 

19. Individual C and Individual D knew of Cohen and recommended him to Hirschy as a 

call room operator who might assist in the Matched Trading Scheme.  Thus, in or about July 2017, 

Individual C and Individual D introduced Cohen to Hirschy via WhatsApp, a popular messaging 

service.   

20. Cohen, Hirschy, Individual C, and Individual D subsequently made an agreement 

amongst themselves in furtherance of the Matched Trading Scheme.  Under the agreement, Individual 

C and Individual D would provide “lead lists” of potential investors to Cohen.  The prospective 

investors were mostly senior citizens.  In turn, Cohen would solicit the potential investors to purchase 

HD View stock.  Hirschy would provide Cohen with the desired prices and volumes to pitch to 

prospective investors.  Cohen knew that the prices that Hirschy provided were artificially high and 

did not represent the actual value of the HD Value stock.  Whenever Cohen believed he had convinced 

a prospective investor to submit a buy order, Cohen would report to Hirschy so that he could arrange 

an offer to sell at a matched price. 

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21. Cohen, Hirschy, Individual C, and Individual D agreed on a convention to keep track 

of buy orders that Cohen had generated and that resulted in executed sales of HD View stock.  Cohen, 

Hirschy, Individual C, and Individual D also agreed that Hirschy would send Individual C 40% - 45% 

of the total sales revenue that Cohen generated.  Cohen, in turn, would receive a 15% share of the 

total sales he had generated, to be paid directly to him by Individual C, who was responsible for the 

actual transmission of Cohen’s share of the fraud proceeds to him.  

22. Mancino and Hirschy continued to orchestrate and control the Matched Trading 

Scheme after Cohen became an active participant.  Hirschy instructed Cohen as to the desired price 

or price range for buy orders from investors Cohen was soliciting from his call room.  Mancino or 

Hirschy arranged matched trades through brokerage accounts Hirschy controlled in the name of WTC 

or brokerage accounts that Mancino controlled in the name of TJM or DJK.   

23. Beginning no later than August 2017, Cohen and Hirschy communicated numerous 

times to coordinate buy orders and sell orders in furtherance of the Matched Trading Scheme.  Cohen 

usually used Signal, a private text messaging application, and his texts usually consisted of just a 

figure for the price and a figure for the number of shares he had convinced an investor to submit in 

their buy order.  Cohen also sometimes used the WhatsApp application to send messages to Hirschy.    

C. Cohen Generates Numerous Buy Orders in Furtherance of the Scheme 

24. In August and September 2017, Cohen and his workers in the Philippines call room 

made numerous telephone calls to potential investors in the United States with the goal of generating 

orders to buy HD View stock at the prices sought by Hirschy.  Cohen targeted investors whose names 

Individual C and Individual D had provided to him, as well as other investors he had previously 

convinced to purchase other stocks.  Most of the investors Cohen induced to purchase HD View stock 

were senior citizens. 

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25. Cohen personally misled every one of the investors who were induced to place a buy 

order for HD View stock by the call room.  Cohen’s call room workers made initial cold calls to 

targeted investors using detailed scripts Cohen had provided.  Cohen instructed his workers to transfer 

all promising leads directly to him so that he could personally deliver a materially false sales pitch, 

and provide instructions on how to place an order.   

26. Cohen falsely presented himself to prospective investors as having “skin in the game.”  

Cohen told prospective investors that his “service” was free to investors and that he would make 

money by virtue of warrants that HD View had agreed to issue to him based on his sales.  In fact, 

Cohen did not hold warrants, but instead was entitled to receive sales commissions based on the buy 

orders he induced the investors to place.  In this manner, Cohen made false statements of material fact 

indicating that his interests were in complete alignment with his recommendations, because he would 

make money only if the price of HD View stock rose above the strike price of his warrants.   

27. Cohen also misled investors about the nature of their purchase of HD View stock.  

Cohen recommended purchasing HD View stock at specific prices set by Hirschy, even though Cohen 

knew that those prices were artificially high and not the true value of the stock.  Cohen also 

misleadingly portrayed HD View stock to investors as a hot new growth stock that was being actively 

traded in a fair marketplace.  

28. The prices and volumes of the customer orders generated by Cohen closely matched 

the prices and volumes that Hirschy instructed Cohen to arrange.  Hirschy often posted a sell price 

that was slightly below the buy order price he had asked Cohen to solicit.   

29. In accordance with his arrangement with Hirschy, Cohen alerted Hirschy to incoming 

buy orders so that Hirschy could arrange a match sale.  The Matched Trading Scheme generated 

approximately $1,208,487 in proceeds from sales to unsuspecting investors.  There were over 1,400 

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trades in HD View stock during the Relevant Period.  Cohen recruited, and was responsible for sales 

to, a significant number of the investors who made these trades.  By his own calculation, Cohen was 

entitled to approximately $180,000 - $200,000 in commissions based on the agreement with Hirschy, 

Individual C, and Individual D pursuant to which he was to receive 15% of the total sales he generated.   

30. Cohen acted with scienter.  He induced investors to place buy orders for HD View 

stock with knowledge that Mancino or Hirschy, or entities that they controlled, would enter matching 

offers to sell the stock at substantially the same sizes, times, and prices for the purpose of creating a 

false or misleading appearance of active trading in HD View stock.  Cohen acted with the specific 

purpose to serve his own pecuniary interest by receiving commissions from Hirschy based on trading 

at manipulated prices.   

D. Cohen Withdraws from the Matched Trading Scheme After Not Receiving 

Commissions He Believed He Was Owed 

 

31. Cohen ultimately terminated his participation in the Matched Trading Scheme 

because he believed he was not receiving the commissions to which he was entitled under his 

agreement with Hirschy, Individual C, and Individual D.  Cohen came to believe that Individual C 

and Individual D retained for themselves most of the $180,000 - $200,000 in sales commissions to 

which Cohen believed he was entitled. 

32. In or about September 2017, Cohen complained to Hirschy about his belief that 

Individual C and Individual D were not paying all the sales commissions to which he was entitled.  

Cohen threatened to stop sending investors to Hirschy for the Matched Trading Scheme.  Cohen 

briefly stopped making calls to investors about HD View stock, and threatened never to resume 

making such calls.  

33. In response, Hirschy asked Cohen to continue making calls to investors about HD 

View stock.  Hirschy promised to make other arrangements to remit Cohen’s share of future proceeds 

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that would not involve going through Individual C and Individual D.  Hirschy told Cohen that, in the 

future, his share would be routed through one of Mancino’s relatives.  Thus, in an effort to keep Cohen 

working for the Matched Trading Scheme, Hirschy arranged for another person – “Individual E” – to 

begin serving as a conduit to remit sales commissions to Cohen.  From September through November 

2017, Individual E routed approximately $29,500 in sales commissions to Cohen.   

34. Despite Hirschy’s attempts to convince Cohen to continue working with him on the 

Matched Trading Scheme, Cohen did not send additional matched trades to Hirschy after sometime 

in November or December 2017.  Nonetheless, during the Relevant Period, Cohen received a total of 

at least approximately $46,500 in sales commissions via Hirschy, Individual C, Individual D, and 

Individual E through his participation in the Matched Trading Scheme. 

E. Cohen is Arrested and Admits Role in the Matched Trading Scheme 

35. Beginning in approximately November 2017, a covert law enforcement operation 

uncovered the Matched Trading Scheme.  The United States Attorney Office for the Eastern District 

of New York (“USAO”) subsequently caused the arrests of both Mancino and Hirschy.  See United 

States v. Mancino, et al., 1:18-cr-00296-KAM (E.D.N.Y. June 13, 2018).  Both Mancino and Hirschy 

eventually pleaded guilty to securities law violations and wire fraud charges arising from the Matched 

Trading Scheme and a similar scheme to manipulate trading in the stock of another microcap 

company.  In July 2019, Mancino was sentenced to a fifteen-month prison term, fined $5,000, and 

ordered pay approximately $1.2 million in restitution.  Hirschy is still awaiting sentencing.   

36. In March 2018, the Commission filed a parallel enforcement action against Mancino 

and Hirschy, alleging violations of the anti-fraud provisions of the federal securities laws.  See SEC 

v. Mancino, et al., 18-civ-1316-GRB-JMW (E.D.N.Y. Mar. 2, 2018).  Hirschy has admitted liability 

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in the civil case, and agreed that monetary sanctions against him will be addressed after his sentencing 

in the criminal case.  The Commission’s case against Mancino is pending.   

37. On March 16, 2022, Cohen was arrested in Saipan on a charge of conspiracy to 

commit securities fraud based on his role in the scheme to manipulate HD View stock trading, and an 

unrelated money laundering charge.  The USAO thereupon filed a criminal complaint against Cohen.  

See U.S. v. Cohen, 1:22-cr-00209-KAM (E.D.N.Y. May 4, 2022).  Cohen has been in custody in the 

Metropolitan Detention Center in Brooklyn since his arrest.   On August 1, 2022, Cohen pleaded 

guilty to the charge that he conspired to commit securities fraud through his participation in the 

Matched Trading Scheme.  He remains in custody awaiting sentencing. 

F. Cohen Acted as a Broker Despite Not Being Registered with the Commission 

38. Cohen has never been registered with the Commission as a broker.  Cohen admitted 

to an undercover law enforcement officer that he “never had a license [to sell stocks]…I just sell it.  

Boiler room sort of thing.” 

39. Cohen nonetheless acted as a broker in arranging sales of HD View stock.  Cohen 

participated at key points in the chain of distribution of HD View stock, including actively soliciting 

purchases from investors in the Eastern District of New York and elsewhere in the United States.  

Among the activities in which Cohen engaged were (1) soliciting investors to purchase HD View 

stock and other securities; (2) receiving transaction-based compensation as opposed to salary; (3) 

making valuations as to the merits of the investment or giving advice; and (4) being an active rather 

than passive finder of investors. 

  

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FIRST CLAIM FOR RELIEF 

Violation of Sections 9(a)(1) and (2) of the Exchange Act  

[15 U.S.C. §§ 78i(a)(1) and (a)(2)] 

 

40. The Commission re-alleges and incorporates by reference each and every allegation 

in paragraphs 1 through 39, inclusive, as if the same were fully set forth herein. 

41. From at least July 2017 through at least November 2017, Defendant, directly or 

indirectly, by the use of the mails or any means or instrumentality of interstate commerce, for the 

purpose of creating a false or misleading appearance of active trading in HD View securities, or a 

false or misleading appearance with respect to the market for such security, entered an order or orders 

for the purchase of any such security with the knowledge that an order or orders of substantially the 

same size, at substantially the same time, and at substantially the same price, for the sale of any such 

security, has been or will be entered by or for the same or different parties; or entered an order or 

orders for the sale of any such security with the knowledge that an order or orders of substantially the 

same size, at substantially the same time, and at substantially the same price, for the purchase of any 

such security, has been or will be entered by or for the same or different parties.   

42. Defendant directly or indirectly, by use of the mails or any means or instrumentality 

of interstate commerce, with specific intent, effected, alone or with one or more persons, a series of 

transactions in HD View securities creating actual or apparent active trading in those securities, or 

raising the price of that security, for the purpose of inducing the purchase or sale of those securities 

by others.   

43. By engaging in the foregoing, Defendant, singly or in concert with others, violated, 

and unless enjoined, is reasonably likely to violate again in the future Sections 9(a)(1) and 9(a)(2) of 

the Exchange Act [15 U.S.C. §§ 78i(a)(1) and (a)(2)].  

  

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SECOND CLAIM FOR RELIEF 

Violations of Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] 

and Rule 10b-5 [17 C.F.R. § 240.10b-5] thereunder 

 

44. The Commission re-alleges and incorporates by reference each and every allegation 

in paragraphs 1 through 39, inclusive, as if the same were fully set forth herein. 

45. From at least July 2017 through at least November 2017, Defendant, directly or 

indirectly, by use of the means and instrumentalities of interstate commerce, or of the mails, in 

connection with the purchase or sale of securities, knowingly or recklessly: 

(a) employed devices, schemes or artifices to defraud; or 

(b) made untrue statements of material fact or omitted to state a 

material fact necessary in order to make the statements made, in light of the 

circumstances under which they were made, not misleading; and 

(c) engaged in acts, practices, or courses of business which operated or 

would operate as a fraud or deceit upon any person. 

46. By engaging in the foregoing conduct, Defendant, singly or in concert with others, 

violated and unless enjoined, is reasonably likely to violate again in the future Section 10(b) of the 

Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5, [17 C.F.R. § 240.10b-5] thereunder. 

THIRD CLAIM FOR RELIEF 

Violations of Sections 17(a) of the Securities Act [15 U.S.C. § 77q(a)] 

 

47. The Commission re-alleges and incorporates by reference each and every allegation 

in paragraphs 1 through 39, inclusive, as if the same were fully set forth herein. 

48. From at least July 2017 through at least November 2017, Defendant, directly or 

indirectly, by use of the means and instruments of transportation or communication in interstate 

commerce and by the use of the mails, and in connection with the offer or sale of securities:  

(a) knowingly or recklessly employed devices, schemes, or artifices to defraud;  

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(b) knowingly, recklessly, or negligently obtained money or property by means of untrue 

statements of a material fact or omissions to state a material fact necessary in order to 

make the statements made, in light of the circumstances under which they were made, 

not misleading; and  

(c) knowingly, recklessly, or negligently engaged in transactions, practices, or courses of 

business that operated as a fraud or deceit. 

49. By engaging in the foregoing conduct, Defendant, singly or in concert, has violated, 

and unless enjoined, is reasonably likely to violate again in the future Sections 17(a) of the Securities 

Act [15 U.S.C. § 77q(a)]. 

FOURTH CLAIM FOR RELIEF 

Violations of Section 15(a)(1) of the Exchange Act 

 

50. The Commission re-alleges and incorporates by reference each and every allegation 

in paragraphs 1 through 39, inclusive, as if the same were fully set forth herein. 

51. From at least July 2017 through at least November 2017, Defendant, directly or 

indirectly, by use of the means and instrumentalities of interstate commerce, or of the mails, in 

connection with the purchase or sale of securities, effected transactions in, or to induced or attempted 

to induce the purchase or sale of a security without being registered with the Commission in 

accordance with Section 15(b) of the Exchange Act. 

52. By engaging in the foregoing conduct, Defendants, singly or in concert, violated and 

unless enjoined, is reasonably likely to violate again in the future Section 15(a)(1) of the Exchange 

Act [15 U.S.C. § 78o(a)(1)]. 

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PRAYER FOR RELIEF 

WHEREFORE, the Commission respectfully requests that this Court enter a final 

judgment: 

I. 

Finding that the Defendant violated the securities laws and rules promulgated thereunder 

as alleged against him herein; 

II. 

Permanently restraining and enjoining Defendant, his agents, servants, employees, 

attorneys, and all persons in active concert or participation with him who receive actual notice by 

personal service or otherwise, from future violations of the federal securities laws as alleged 

herein;    

III. 

Ordering Defendant to disgorge any and all ill-gotten gains he received directly or 

indirectly, together with prejudgment interest, as a result of the violations alleged in this 

Complaint; pursuant to Sections 21(d)(3), 21(d)(5) and 21(d)(7) of the Exchange Act [15 U.S.C. 

§§ 78u(d)(3), (d)(5) and (d)(7)]; 

IV. 

Permanently prohibiting Defendant from participating in any offering of a penny stock, 

including engaging in activities with a broker, dealer, or issuer for purposes of issuing, trading, 

or inducing or attempting to induce the purchase or sale of any penny stock, pursuant to Section 

21(d)(6) of the Exchange Act [15 U.S.C. § 78u(d)(6)]; and  

V. 

Granting such other and further relief as the Court may deem just and appropriate.  

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 18 

 

Respectfully submitted, 

 

/s/ Duane K. Thompson    

       Duane K. Thompson* 

       Senior Trial Attorney  

       Securities and Exchange Commission 

       100 F Street NE 

       Washington, D.C. 20549 

       [email protected] 

       Telephone: (202) 551-7159 

*Pro Hac Vice Application Pending 

         

       Counsel to Plaintiff  

Securities and Exchange Commission 

       

 

 

Dated:  May 2, 2023 

 

 

 

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