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SEC Obtains Judgments Against Three Who Orchestrated Public Shell Company Fraud

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A federal district court in Florida entered final judgments against a Florida-based certified public accountant, a former broker, and the former broker's spouse, in connection with a fraudulent scheme involving the creation and sale of a public shell company.

A federal district court in Florida entered final judgments against a Florida-based certified public accountant, a former broker, and the former broker’s spouse, in connection with a fraudulent scheme involving the creation and sale of a public shell company.

The SEC’s complaint charged certified public accountant David Dreslin and former registered representative Michael Toups with allegedly creating a shell company. Toups was last associated with broker-dealer Midtown Partners & Co in 2010.

Dreslin and Toups allegedly filed false and misleading registration statements and periodic reports with the SEC, created a phony business plan, and appointed nominee officers and directors to conceal their control over the company.

The SEC also charged Toups’s wife, Leslie Toups, who allegedly served as the shell’s majority shareholder and director and signed false filings and other materially false and misleading documents, the SEC said.

The U.S. District Court for the Middle District of Florida entered final consent judgments against Dreslin and Michael Toups, and previously entered a final consent judgment against Leslie Toups.

Dreslin and Michael Toups must each to pay a $160,000 civil penalty, and Leslie Toups must pay a civil penalty of $25,000. The judgments permanently barred Dreslin and Michael Toups from participating in an offering of a penny stock and from serving as an officer or director of any public company, and barred Leslie Toups from the same conduct for a period of five years.

In addition, the court ordered Dreslin to pay disgorgement of $183,438 and prejudgment interest of $30,197. The defendants neither admitted nor denied the SEC’s allegations.

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