Source: US FBI
CLEVELAND – An Ohio man was sentenced to 17 and a half years in prison by U.S. District Judge J. Philip Calabrese after being found guilty of conspiring to artificially inflate prices on a low-value stock being sold to investors. He was also ordered to pay a $200,000 fine. After imprisonment, he was also ordered to serve three years of supervised release. Restitution amounts are yet to be determined.
Last September, a federal jury convicted Paul Spivak, 66, of Willoughby Hills, Ohio, of conspiracy to commit securities fraud. Spivak was also found guilty on two counts of wire fraud. He then pleaded guilty to four other counts of wire fraud, two counts of securities fraud, and a separate count of conspiracy to commit securities fraud. The jury also convicted codefendant Charles Scott, 70, of Alexandria, Virginia, of securities fraud and conspiracy to commit securities fraud.
According to court documents, trial testimony, and exhibits, Spivak was the majority owner and chief executive officer of U.S. Lighting Group, Inc. (USLG), a publicly traded Florida corporation based in Euclid, Ohio. At various times, the company designed and manufactured commercial LED lights, aftermarket auto parts, and fiberglass recreational campers, and boats. USLG traded on OTC Markets as a “penny” stock due to its low market value. Penny stocks are known to be vulnerable to price manipulation due to lower trading volume and because they draw less scrutiny than other stocks.
Between 2016 and 2019, Spivak and several co-conspirators took USLG public through a reverse merger with a shell company. Using a variety of tactics, they artificially inflated the price of USLG stock to facilitate getting the company listed on a stock exchange.
When the stock price was artificially high, Spivak had a team of co-conspirators use aliases to act as unlicensed stockbrokers to cold-call potential investors and persuade them to buy restricted stock shares. The brokers offered the stock at a steep discount relative to the apparent market price, convincing investors that the stock purchase was a great investment.
USLG took in approximately $6.9 million between 2016 and 2019 from investors throughout the country, including many who were elderly. Individuals paid anywhere between $4,000 and $1 million to purchase the restricted stock shares which they were led to believe were a good deal on the investment.
Spivak rewarded the success of these unlicensed stockbrokers with large, undisclosed commissions. He disguised their compensation as payments on invoices he asked them to submit for purported consulting services. In total, approximately 200 payments worth $2 million in undisclosed commissions were paid out to the unlicensed stockbrokers.
Additionally, in early 2021 Spivak and Scott worked with co-conspirators to continue manipulating stock value by having them receive USLG shares to sell at inflated prices. They arranged for co-conspirators to manipulate the price of the stock through the use of a call room, also known as a boiler room.
In covertly recorded discussions with one of the would-be co-conspirators, Spivak explained that, because of how few shares the investing public traded without manipulation, it “wouldn’t take very much to get the stock to go very high. I mean like very high.” Spivak explained that securities regulators “don’t care what we do out of the country.” So, for his long-term plans to get USLG’s stock price “going like crazy,” he hoped to set up a boiler room operation “someplace in Barcelona, someplace outta the United States.”
Spivak set up a cyclical arrangement for all participants to profit from this stock manipulation. At Spivak’s direction, co-conspirators Scott and Forrest Church, 62, of Haleyville, Alabama, acting as Spivak’s and USLG’s nominees, would sell stock they had acquired at a low price, to the boiler room operators at a higher price. Those operators would then sell that stock to unsuspecting investors at the inflated prices, also netting a profit. Scott and Church would then send about half of the funds they received back to USLG and receive additional low-priced stock, which they would later sell to the boiler room operators to start the cycle again.
The defendants would later learn that the co-conspirators who had agreed to run the boiler room and buy the stock from Scott and Church were, in fact, undercover agents investigating the case.
Spivak took numerous steps to conceal the scheme, hide evidence, and otherwise end the investigation and prosecution. He took many of those steps after he was arrested, which investigators discovered on recorded phone calls that he placed to his wife and employees from jail. For example, he repeatedly pressured his wife to have USLG’s chief financial officer call the FBI agent and offer to pay $200,000 “for this thing to go away.” On another call, Spivak outlined plans for USLG and its shareholders to “sue the FBI.”
Other co-conspirators involved in the scheme have previously pleaded guilty to conspiracy to commit securities fraud and other charges, including Spivak’s wife, Church, and some of the unlicensed stockbrokers who Spivak employed. Two of those brokers, Larry Matyas, 43, of Las Vegas, Nevada, and Christopher Bongiorno, 46, of Mayfield Heights, Ohio, were each sentenced to one year and one day in prison earlier this week. The remaining co-conspirators are scheduled to be sentenced on April 29 and 30, 2025.
On Feb. 12, 2025, Scott was sentenced to three years and five months in prison after a conviction for securities fraud conspiracy and one count of securities fraud. He was also ordered to pay $500,000.
The case was investigated by the FBI Cleveland Division. This case was prosecuted by Assistant U.S. Attorneys Elliot Morrison, Megan Miller, and Stephanie Wojtasik for the Northern District of Ohio.
To report investment, financial, and related violations, visit https://www.sec.gov/submit-tip-or-complaint.