SEC v. Shannon Illingworth; and GP Solutions, Inc., No. 2:26-cv-00184, Central District of California (Jan. 27, 2026) — Complaint

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CHRISTOPHER J. DUNNIGAN (NY Bar No. 3054525)
THOMAS W. PEIRCE (NJ Bar No. 005122001)
100 Pearl Street, Suite 20-100
New York, New York 10004-2616
Email:  [email protected]
Telephone: (212) 336-0061 (Dunnigan)

LOCAL COUNSEL:
CHARLES E. CANTER (Cal. Bar. No. 263197)
444 S. Flower Street, Suite 900
Los Angeles, California 90071
Email: [email protected]
Telephone: (323) 965-3998 (Canter)

Attorneys for Plaintiff Securities and Exchange Commission

UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA

SECURITIES AND EXCHANGE
COMMISSION,

Plaintiff,

vs.

SHANNON ILLINGWORTH AND
GP SOLUTIONS, INC.,

Defendants.

 Case No.

COMPLAINT

Plaintiff Securities and Exchange Commission (“Commission” or “SEC”), for

its Complaint against Defendants Shannon Illingworth (“Illingworth”) and GP

Solutions, Inc. (“GP Solutions”) (collectively, “Defendants”), alleges as follows:

JURISDICTION AND VENUE
1. The Commission brings this action pursuant to Section 20(b) of the

Securities Act of 1933 (“Securities Act”) [15 U.S.C. § 77t(b)] and Sections 21(d)(1)

and 21(d)(1), (5) of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C.

§ 78u(d)(1), (5)]. This Court has jurisdiction over this action pursuant to Securities

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Act Section 22(a) [15 U.S.C. § 77v(a)] and Exchange Act Section 27 [15 U.S.C.

§ 78aa].

2. Venue is proper in this Court pursuant to Securities Act Section 22(a) [15

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

practices and courses of business constituting violations alleged herein occurred in

this District.  Also, at all relevant times, GP Solutions was headquartered in this

District.

3. Defendants, directly or indirectly, made use of the means or

instrumentalities of interstate commerce or of the mails in connection with the

transactions, acts, practices, and courses of business alleged herein, and will continue

to do unless enjoined.

SUMMARY
4. From at least June 2020 to May 2022, Defendants engaged in a

fraudulent scheme to conceal Illingworth’s control of GP Solutions, a public

company, and other related entities.  GP Solutions was in the business of

manufacturing and selling shipping containers known as pods.  Defendants hid from

the investing public that most of GP Solutions’ revenue came from sales of pods to

related parties secretly controlled by Illingworth, thereby deceiving investors about

the company’s true financial condition.

5. To carry out this scheme, Illingworth arranged for third parties to serve

as the titular owners or officers of GP Solutions and several related entities when, in

reality, Illingworth controlled their operations.

6. Meanwhile, while claiming to follow Generally Accepted Accounting

Principles (“GAAP”), GP Solutions issued numerous materially false and misleading

financial reports that failed to properly disclose the company’s related party

transactions in accordance with GAAP.  From 2019 to 2021, undisclosed related party

transactions accounted for between 65% and 89% of GP Solutions’ annual revenues.

As a result, GP Solutions investors were kept in the dark about the company’s

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material dependence on related parties.

7. Additionally, between January 2020 and November 2022, Illingworth,

through his private company GP Capital Group, Inc., a/k/a Star Ag Sales and Leasing

Corp. (“GP Capital”), engaged in the unregistered offer and sale of securities in the

form of sale-leaseback agreements.  Specifically, GP Capital sold pods to investors,

which were housed together as a pod farm for the purpose of harvesting and selling

cannabis, and then leased back the pods from the investors. The sale-leaseback

agreements constituted securities and were marketed to the investing public without

any applicable exemption from registration.

VIOLATIONS AND RELIEF SOUGHT
8. By engaging in a scheme to conceal GP Solutions’ related party

transactions, Defendants violated of Exchange Act Section 10(b) [15 U.S.C. § 78j(b)]

and Rules 10b-5(a) and (c) thereunder [15 U.S.C. § 240.10b-5(a), (c)].

9. By offering the sale-leaseback agreements without any applicable

exemption from registration, Illingworth violated Securities Act Sections 5(a) and (c)

[15 U.S.C. § 77e(a), (c)].

10. The Commission seeks a final judgment: (a) permanently enjoining

Defendants from violating the federal securities laws and rules this Complaint alleges

they have violated; (b) ordering Illingworth to pay a civil penalty pursuant to

Securities Act Section 20(d) [15 U.S.C. § 77t(d)] and Exchange Act Section 21(d)(3)

[15 U.S.C. § 78u(d)(3)]; (c) prohibiting Illingworth from serving as an officer or

director of any company that has a class of securities registered under Exchange Act

Section 12 [15 U.S.C. § 78l] or that is required to file reports under Exchange Act

Section 15(d) [15 U.S.C. § 78o(d)], pursuant to Securities Act Section 20(e) [15

U.S.C. § 77t(e)] and Exchange Act Section 21(d)(2) [15 U.S.C. § 78u(d)(2)]; (d)

prohibiting Illingworth from participating in any offering of a penny stock, pursuant to

Securities Act Section 20(g) [15 U.S.C. § 77t(g)] and Exchange Act Section 21(d)(6)

[15 U.S.C. § 78u(d)(6)]; and (e) ordering any other and further relief the Court may

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deem just and proper.

11. Defendants, directly or indirectly, made use of the means or

instrumentalities of interstate commerce or of the mails in connection with the

transactions, acts, practices, and courses of business alleged herein, and will continue

to do so unless enjoined.

DEFENDANTS
12. GP Solutions is a Nevada corporation and was headquartered in Colton,

California.  The company’s common stock was quoted and traded on OTC Link ATS

under the ticker symbol GWPD until the Commission suspended trading in its

securities on October 2, 2019.  Since the trading suspension ended on October 16,

2019, unsolicited quotations for the company’s common stock have been submitted on

the Expert Market tier of OTC Link ATS.

13. Illingworth, age 57, resides in Jenks, Oklahoma.  Illingworth founded GP

Solutions in 2018, was a director of the company from December 2018 through

February 2020, and has served as its interim CEO since December 5, 2024.

Notwithstanding Illingworth’s lack of a formal officer or director role between

February 2020 and December 2024, he controlled GP Solutions at all relevant times.

As discussed herein, Illingworth also controlled numerous private entities.

OTHER RELEVANT ENTITIES
14. GP Capital is a Wyoming corporation headquartered in Skiatook,

Oklahoma, founded by Illingworth in 2018.  For most of the relevant period, GP

Capital was headquartered in Corona, California.  Illingworth owned and controlled

GP Capital at all relevant times.

FACTS
I. Background on GP Solutions’ Financial Statements

15. OTC Markets Group, Inc. (“OTC Markets”) is an American financial

services corporation that operates a financial market providing price and liquidity

information for thousands of over-the-counter (“OTC”) securities, such as those

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issued by GP Solutions.

16. GP Solutions published annual and quarterly disclosure statements

(“Disclosures”) on OTC Markets’ website.

17. These Disclosures, which were available to the investing public, included

GP Solutions’ financial statements.  The Disclosures stated that the financial

statements were prepared in accordance with GAAP.

18. GAAP is a series of authoritative standards (set out by policy boards,

including the Financial Accounting Standards Board) that standardizes and regulates

the definitions, assumptions, and methods used in accounting across industries, and

seeks to ensure that a company’s financial statements are complete, consistent, and

comparable.  This makes it easier for investors to analyze and extract useful

information across different companies.

19. GAAP requires companies to disclose material transactions with related

parties.

20. Pursuant to Accounting Standards Codification Topic 850, Related Party

Disclosures (“ASC 850”), related parties are defined as, among other things, “[o]ther

parties with which the entity may deal if one party controls or can significantly

influence the management or operating policies of the other to an extent that one of

the transacting parties might be prevented from fulling pursuing its own separate

interests.”

21. With respect to related party transactions, ASC 850 requires disclosure of

the (a) nature of the relationship; (b) description of the transaction; and (c) the dollar

amount of the transaction.  ASC 850-10-50-1.

II. Defendants’ Scheme to Conceal GP Solutions’ Related Party Transactions
A. Illingworth’s Control Over GP Solutions and Related Parties

22. Illingworth formed GP Solutions in December 2018 through a reverse

merger between a shell company and a private entity that he controlled.

23. GP Solutions’ business was to manufacture and sell shipping containers

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known as pods, which were fitted for growing produce, including cannabis.

24. Although Illingworth resigned as a director of GP Solutions in February

2020, he acted at all relevant times as GP Solutions’ control person through his sole

and undisclosed control of Fluid Holdings, Inc. (“Fluid Holdings”) which held all of

GP Solutions’ Series A control shares.

25. Illingworth, together with his immediate family members and entities he

controlled, also owned a majority of GP Solutions’ common stock.

26. Illingworth also controlled numerous private entities that did business

with GP Solutions, including GP Capital, 3353 Needles Highway, LLC (“Needles”),

Advanced Container Technologies, Inc. (“Advanced Container”), Agtech, Inc.

(“Agtech”), AR Systems, Inc. (“AR Systems”), Grassfire, LLC (“Grassfire”), and

Micro Farming, Inc. (“Micro Farming”) (collectively, the “Related Parties”).

27. These entities were related parties to GP Solutions by virtue of their

being under the common control of Illingworth.

28. Illingworth generally kept his name off the Related Parties’ corporate

records, while nonetheless maintaining actual control over their operations and

finances.

29. Illingworth arranged for friends or family members to serve as titular

control persons or officers of the Related Parties.

30. For example, on corporate documents for Advanced Container, GP

Capital and Micro Farming, the names and signatures of the nominal owners were

friends or family members of Illingworth who were not actually involved in running

the respective businesses.

31. Illingworth also used the address of Agtech’s nominal owner as a mail

drop to conceal Illingworth’s control over the company.

32. For Grassfire, Micro Farming and Needles, Illingworth concealed his

control by not including his name on incorporation documents.

///

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B. GP Solutions’ Related Party Transactions

33. From 2019 to 2021, GP Solutions earned most of its revenue by selling

pods to Related Parties controlled by Illingworth.

34. Table 1 below shows GP Solutions’ revenue from sales to the Related

Parties during this period.

Table 1: GP Solutions’ Related Party Sales

 2019 2020 2021 Total
Needles $600 $9,900  $10,500
Agtech $400   $400
AR Systems $2,568   $2,568
Advanced
Container

 $490,530 $2,897,441 $3,387,971

GP Capital  $256,793 $876,936 $378,947 $1,512,676
Grassfire  $535,035 $44,655 $579,690
Micro Farming $1,096,274 $1,394,256  $2,490,530

Total Sales to
Related Parties:

$1,356,634 $3,306,657 $3,321,043 $7,984,334

35. As demonstrated in Table 2 below, these sales to Related Parties

accounted for 65%-89% of GP Solutions’ total sales for 2019, 2020, and 2021.

Table 2: Related Party Sales as a Percentage of GP Solutions’ Total Sales

 2019 2020 2021 Total
Total Reported
Sales:

$2,081,798 $3,732,347 $4,453,251 $10,267,396

Sales to Related
Parties:

$1,356,634 $3,306,657 $3,321,043 $7,984,334

Related Party Sales
as Percentage of
Total Sales

65% 89% 75% 78%

C. GP Solutions’ False Disclosures to Investors

36. Between June 2020 and May 2022, GP Solutions published a total of 13

Disclosures containing the company’s annual or quarterly financial statements.  These

financial statements failed to disclose that sales to the Related Parties were related

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party transactions.

37. Specifically, the relevant Disclosures included GP Solutions’: (a) Annual

Report for the fiscal year ended December 31 2019, published on June 19, 2020; (b)

Quarterly Report for the quarter ended March 31, 2020, published on August 11,

2020; (c)  Quarterly Report for the quarter ended June 30, 2020, published on

September 28, 2020; (d) Quarterly Report for the quarter ended September 30, 2020,

published on November 18, 2020; (e) Annual Report for the fiscal years ended

December 31, 2019 and December 31, 2020, published on April 15, 2021; (f)

Quarterly Report for the quarter ended March 31, 2021, published on May 10, 2021;

(g) Quarterly Report for the quarter ended June 30, 2021, published on August 16,

2021; (h) Amended Annual Report for the fiscal years ended December 31, 2019 and

December 31, 2020, published on November 18, 2021; (i) Amended Quarterly Report

for the quarter ended March 31, 2021, published on November 18, 2021; (j) Amended

Quarterly Report for the quarter ended June 30, 2021, published on November 22,

2021; (k) Quarterly Report for the quarter ended September 30, 2021, published on

November 22, 2021; (l) Annual Report for the fiscal year ended December 31 2021,

published on April 14, 2022; and (m) Quarterly Report for the quarter ended March

31, 2022, published on May 13, 2022.

38. The undisclosed related party transactions were material to GP Solutions’

financial statements given that they accounted for most of the company’s sales

revenue during the applicable periods.

39. The Disclosures represented that the financial statements were prepared

in accordance with GAAP, which was false because, as described above, GAAP

requires the disclosure of material related party transactions.  See ASC 850

40. The financial statements contained in the Disclosures included a note

entitled “Related Party Transactions,” which only identified transactions with entities

affiliated with GP Solutions’ nominal executives, but failed to identify any of the

Related Parties controlled by Illingworth or any of the sales to Related Parties shown

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in Table 1 above.

41. This omission further rendered GP Solutions’ Disclosures misleading.

42. Although the Disclosures were signed by GP Solutions’ nominal CFO

and CEO, Illingworth received copies of certain Disclosures and was therefore aware

that they concealed GP Solutions’ transactions with the Related Parties.

43. A reasonable investor would have considered it important to know that

most of GP Solutions’ sales were to Related Parties.

44. By concealing GP Solutions’ dependence on the Related Parties,

Defendants deprived investors of a true and transparent picture of the company’s

financial condition.

45. During the time period covered by the Disclosures, GP Solutions’ stock

traded at a price under $5/share and did not qualify for any exemptions to the

definition of a penny stock under the Exchange Act. GP Solutions’ stock therefore

qualified as a penny stock under the Exchange Act.

46. By virtue of causing the Disclosures to be issued by GP Solutions,

Illingworth participated in an offering of a penny stock because the Disclosures were

designed to induce the purchase or sale of GP Solutions’ stock, which qualified as a

penny stock.

III. Illingworth’s Offer and Sale of Unregistered Securities
47. From January 2020 to November 2022, GP Capital offered investors the

opportunity to simultaneously purchase an individual pod — generally for $100,000

— and lease it back to GP Capital, pursuant to sale-leaseback agreements.

48. Illingworth raised approximately $11 million for GP Capital through the

unregistered sale of securities, in the form of these sale-leaseback agreements, to 39

investors.

49. GP Capital sold and leased back approximately 115 pods, which were

housed together as a pod farm in Skiatook, Oklahoma for cannabis cultivation.

50. GP Capital used a third-party licensed operator to cultivate and harvest

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the cannabis grown in the pods, which was then processed into cannabis products for

sale.

51. GP Capital used the profits it obtained from the sale of the cannabis

products to pay communal operating expenses of the pod farm and to pay investors

their quarterly returns, which were styled as “rent” payments.

52. Illingworth marketed the sale-leaseback agreements via GP Capital’s

website, press releases, and paid advertisements in newspapers and on billboards.

53. Illingworth obtained the names of potential investors through GP

Capital’s website and by purchasing pitch lists.

54. At Illingworth’s direction, a sales team called potential investors,

introduced themselves using titles such as “Senior Account Representative” and “Vice

President of Investment Relations,” and pitched potential investors on the value of

investing in GP Capital’s cannabis business.

55. The sales team told investors that they would receive an annual 20%

return paid as rent each quarter (i.e., $5,000 per quarter for a $100,000 pod).

56. GP Capital and its sales team did not conduct any suitability analysis of

the investors to invest through the sale-leaseback agreements.

57. After hearing the sales pitch, investors would receive a copy of the sale-

leaseback agreement and a prospectus.

58. Consistent with the sales pitch, the prospectus stated that investors would

receive an annual 20% return paid as rent each quarter.  The prospectus linked this

promised rate of return to GP Capital’s management of the pods, stating that “GP

Capital guarantees your lease payments for the full term of your lease … We manage

the POD and its operations leasing and paying quarterly.  Over 20% on your

investment.”

59. The prospectus also referred to the sale-leaseback agreements as a high

yield investment where investors’ “money [would] grow with the pros.”

60. The prospectus touted GP Capital’s “medical grade cultivation

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equipment” and “state-of-the-art indoor farm” and stated that GP Capital “takes care

of any licensing, permits, fees and the operations of your Grow Pods.”

61. Likewise, the sale-leaseback agreements guaranteed investors quarterly

payments of “rent” totaling 20% of the purchase price of the pod annually.

62. The sale-leaseback agreements included a “Use and Maintenance” clause

which said that GP Capital “will exercise due care in the installation, use, operation,

and maintenance of the Equipment . . . at its own expense . . .”.

63. GP Capital’s salespersons represented to investors that lease payments

were derived from the profits of the pod farm and thus were dependent on the success

of GP Capital’s overall cannabis sales.

64. Illingworth himself made similar representations connecting the lease

payments with the profitability of the cannabis business.  For example, in a March

2023 letter to investors, Illingworth wrote, “[a]ll of this lost inventory added up to

hundreds of thousands of dollars of lost revenue for GP Capital and its leaseholders.

To put this in perspective, that is about equal to four quarters of lease payments.”

65. Likewise, in a February 2024 email to leaseholders, Illingworth wrote:

“…our goal at GP Capital is to ensure that we can provide some form of financial

return to our leaseholders on a quarterly basis.  … navigating the cannabis market in

Oklahoma is indeed a battle.  … The reduction in suppliers may eventually lead to an

uptick in market prices, providing some relief and potential correction for those of us

who remain.”

66. Illingworth co-mingled investor funds into one GP Capital bank account.

67. Securities Act Section 5 [15 U.S.C. § 77e] makes it unlawful for any

person, directly or indirectly, to offer or sell securities, unless a registration statement

is filed with the Commission and is in effect as to such offer or sale.

68. The sale-leaseback agreements constitute securities as defined under the

Securities Act.

69. None of the sale-leaseback agreements offered or sold by Illingworth

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through GP Capital were offered or sold pursuant to a registration statement filed with

the Commission.

70. No valid exemptions from registration applied to the offer and sale of the

sale-leaseback agreements.

FIRST CLAIM FOR RELIEF
Violations of Exchange Act Section 10(b) and

Rules 10b-5(a) and 10b-5(c) thereunder
(Against Both Defendants)

71. The SEC realleges and incorporates by reference paragraphs 1 – 46

above.

72. By engaging in the acts and conduct alleged above, Defendants, directly

or indirectly, singly or in concert, in connection with the purchase or sale of securities

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

the facilities of a national securities exchange, knowingly or recklessly have (i)

employed one or more devices, schemes, or artifices to defraud; and/or (ii) engaged in

one or more acts, practices, or courses of business which operated or would operate as

a fraud or deceit upon other persons.

73. By reason of the foregoing, Defendants violated, and, unless enjoined,

will again violate Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rules

10b-5(a) and 10b-5(c) thereunder [17 C.F.R. § 240.10b-5(a), (c)].

SECOND CLAIM FOR RELIEF
Violations of Sections 5(a) and 5(c) of the Securities Act

(Against Illingworth)
74. The SEC realleges and incorporates by reference paragraphs 1 – 14 and

47 – 70 above.

75. Illingworth, directly or indirectly, singly or in concert, and

notwithstanding the fact that there was no applicable exemption: (a) made use of

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

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the mails to sell, through the use or medium of a prospectus or otherwise, securities as

to which no registration statement was in effect; (b) for the purpose of sale or for

delivery after sale, carried or caused to be carried through the mails or in interstate

commerce, by any means or instruments of transportation, securities as to which no

registration statement was in effect; and/or (c) made use of means or instruments of

transportation or communication in interstate commerce or of the mails to offer to sell

or offer to buy, through the use or medium of a prospectus or otherwise, securities as

to which no registration statement had been filed.

76. By reason of the foregoing, Illingworth violated, and, unless enjoined,

will again violate Sections 5(a) and 5(c) of the Securities Act [15 U.S.C. § 77e(a), (c)].

RELIEF REQUESTED
WHEREFORE, the Commission respectfully requests that the Court enter a

Final Judgment:

I.
 Permanently enjoining Illingworth and his agents, servants, employees and

attorneys and all persons in active concert or participation with any of them from

violating, directly or indirectly, Securities Act Sections 5(a) and 5(c) [15 U.S.C.

§ 77e(a), (c) and Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and Rules 10b-5(a)

and (c) thereunder [17 C.F.R. § 240.10b-5(a), (c)];

II.
 Permanently enjoining GP Solutions and its agents, servants, employees and

attorneys and all persons in active concert or participation with them from violating,

directly or indirectly, Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and Rules 10b-

5(a) and (c) thereunder [17 C.F.R. § 240.10b-5(a), (c)];

III.
 Ordering Illingworth to pay a civil penalty pursuant to Securities Act Section

20(d) [15 U.S.C. § 77t(d)] and Exchange Act Section 21(d)(3) [15 U.S.C.

§ 78u(d)(3)];

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IV.
 Ordering that Illingworth be prohibited from serving as an officer or director of

a public company, pursuant to Exchange Act Section 21(d)(2) [15 U.S.C.

§ 78u(d)(2)];

V.
 Ordering that Illingworth be prohibited 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, under Exchange Act Section 21(d)(6) [15 U.S.C. § 78u(d)(6)] and

Securities Act Section 20(g)(1) [15 U.S.C. § 77t)(g)(1)]; and

VI.
Granting any other and further relief this Court may deem just and proper.

Dated: January 8, 2026

/s/ Charles E. Canter
Charles E. Canter (Cal. Bar No. 263197)
Christopher J. Dunnigan (pro hac vice
forthcoming)
Thomas W. Peirce (pro hac vice forthcoming)
Attorneys for Plaintiff
Securities and Exchange Commission

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CHRISTOPHER J. DUNNIGAN (NY Bar No. 3054525) 
THOMAS W. PEIRCE (NJ Bar No. 005122001) 
100 Pearl Street, Suite 20-100 
New York, New York 10004-2616 
Email:  [email protected]  
Telephone: (212) 336-0061 (Dunnigan) 
 
LOCAL COUNSEL: 
CHARLES E. CANTER (Cal. Bar. No. 263197)  
444 S. Flower Street, Suite 900 
Los Angeles, California 90071 
Email: [email protected]  
Telephone: (323) 965-3998 (Canter) 
 
Attorneys for Plaintiff Securities and Exchange Commission 
 
 

UNITED STATES DISTRICT COURT 
CENTRAL DISTRICT OF CALIFORNIA 

 

SECURITIES AND EXCHANGE 
COMMISSION, 

Plaintiff, 
 

vs. 

SHANNON ILLINGWORTH AND 
GP SOLUTIONS, INC.,  

 
Defendants. 
 

 Case No.  
 
COMPLAINT 
 
 

Plaintiff Securities and Exchange Commission (“Commission” or “SEC”), for 

its Complaint against Defendants Shannon Illingworth (“Illingworth”) and GP 

Solutions, Inc. (“GP Solutions”) (collectively, “Defendants”), alleges as follows: 

JURISDICTION AND VENUE 
1. The Commission brings this action pursuant to Section 20(b) of the 

Securities Act of 1933 (“Securities Act”) [15 U.S.C. § 77t(b)] and Sections 21(d)(1) 

and 21(d)(1), (5) of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. 

§ 78u(d)(1), (5)]. This Court has jurisdiction over this action pursuant to Securities 

Case 2:26-cv-00184     Document 1     Filed 01/08/26     Page 1 of 14   Page ID #:1



 

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Act Section 22(a) [15 U.S.C. § 77v(a)] and Exchange Act Section 27 [15 U.S.C. 

§ 78aa]. 

2. Venue is proper in this Court pursuant to Securities Act Section 22(a) [15 

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

practices and courses of business constituting violations alleged herein occurred in 

this District.  Also, at all relevant times, GP Solutions was headquartered in this 

District. 

3. Defendants, directly or indirectly, made use of the means or 

instrumentalities of interstate commerce or of the mails in connection with the 

transactions, acts, practices, and courses of business alleged herein, and will continue 

to do unless enjoined. 

SUMMARY 
4. From at least June 2020 to May 2022, Defendants engaged in a 

fraudulent scheme to conceal Illingworth’s control of GP Solutions, a public 

company, and other related entities.  GP Solutions was in the business of 

manufacturing and selling shipping containers known as pods.  Defendants hid from 

the investing public that most of GP Solutions’ revenue came from sales of pods to 

related parties secretly controlled by Illingworth, thereby deceiving investors about 

the company’s true financial condition. 

5. To carry out this scheme, Illingworth arranged for third parties to serve 

as the titular owners or officers of GP Solutions and several related entities when, in 

reality, Illingworth controlled their operations. 

6. Meanwhile, while claiming to follow Generally Accepted Accounting 

Principles (“GAAP”), GP Solutions issued numerous materially false and misleading 

financial reports that failed to properly disclose the company’s related party 

transactions in accordance with GAAP.  From 2019 to 2021, undisclosed related party 

transactions accounted for between 65% and 89% of GP Solutions’ annual revenues.  

As a result, GP Solutions investors were kept in the dark about the company’s 

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material dependence on related parties. 

7. Additionally, between January 2020 and November 2022, Illingworth, 

through his private company GP Capital Group, Inc., a/k/a Star Ag Sales and Leasing 

Corp. (“GP Capital”), engaged in the unregistered offer and sale of securities in the 

form of sale-leaseback agreements.  Specifically, GP Capital sold pods to investors, 

which were housed together as a pod farm for the purpose of harvesting and selling 

cannabis, and then leased back the pods from the investors. The sale-leaseback 

agreements constituted securities and were marketed to the investing public without 

any applicable exemption from registration. 

VIOLATIONS AND RELIEF SOUGHT 
8. By engaging in a scheme to conceal GP Solutions’ related party 

transactions, Defendants violated of Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] 

and Rules 10b-5(a) and (c) thereunder [15 U.S.C. § 240.10b-5(a), (c)]. 

9. By offering the sale-leaseback agreements without any applicable 

exemption from registration, Illingworth violated Securities Act Sections 5(a) and (c) 

[15 U.S.C. § 77e(a), (c)].  

10. The Commission seeks a final judgment: (a) permanently enjoining 

Defendants from violating the federal securities laws and rules this Complaint alleges 

they have violated; (b) ordering Illingworth to pay a civil penalty pursuant to 

Securities Act Section 20(d) [15 U.S.C. § 77t(d)] and Exchange Act Section 21(d)(3) 

[15 U.S.C. § 78u(d)(3)]; (c) prohibiting Illingworth from serving as an officer or 

director of any company that has a class of securities registered under Exchange Act 

Section 12 [15 U.S.C. § 78l] or that is required to file reports under Exchange Act 

Section 15(d) [15 U.S.C. § 78o(d)], pursuant to Securities Act Section 20(e) [15 

U.S.C. § 77t(e)] and Exchange Act Section 21(d)(2) [15 U.S.C. § 78u(d)(2)]; (d) 

prohibiting Illingworth from participating in any offering of a penny stock, pursuant to 

Securities Act Section 20(g) [15 U.S.C. § 77t(g)] and Exchange Act Section 21(d)(6) 

[15 U.S.C. § 78u(d)(6)]; and (e) ordering any other and further relief the Court may 

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deem just and proper. 

11. Defendants, directly or indirectly, made use of the means or 

instrumentalities of interstate commerce or of the mails in connection with the 

transactions, acts, practices, and courses of business alleged herein, and will continue 

to do so unless enjoined.  

DEFENDANTS 
12. GP Solutions is a Nevada corporation and was headquartered in Colton, 

California.  The company’s common stock was quoted and traded on OTC Link ATS 

under the ticker symbol GWPD until the Commission suspended trading in its 

securities on October 2, 2019.  Since the trading suspension ended on October 16, 

2019, unsolicited quotations for the company’s common stock have been submitted on 

the Expert Market tier of OTC Link ATS. 

13. Illingworth, age 57, resides in Jenks, Oklahoma.  Illingworth founded GP 

Solutions in 2018, was a director of the company from December 2018 through 

February 2020, and has served as its interim CEO since December 5, 2024.  

Notwithstanding Illingworth’s lack of a formal officer or director role between 

February 2020 and December 2024, he controlled GP Solutions at all relevant times.  

As discussed herein, Illingworth also controlled numerous private entities. 

OTHER RELEVANT ENTITIES 
14. GP Capital is a Wyoming corporation headquartered in Skiatook, 

Oklahoma, founded by Illingworth in 2018.  For most of the relevant period, GP 

Capital was headquartered in Corona, California.  Illingworth owned and controlled 

GP Capital at all relevant times. 

FACTS 
I. Background on GP Solutions’ Financial Statements 

15. OTC Markets Group, Inc. (“OTC Markets”) is an American financial 

services corporation that operates a financial market providing price and liquidity 

information for thousands of over-the-counter (“OTC”) securities, such as those 

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issued by GP Solutions. 

16. GP Solutions published annual and quarterly disclosure statements 

(“Disclosures”) on OTC Markets’ website. 

17. These Disclosures, which were available to the investing public, included 

GP Solutions’ financial statements.  The Disclosures stated that the financial 

statements were prepared in accordance with GAAP. 

18. GAAP is a series of authoritative standards (set out by policy boards, 

including the Financial Accounting Standards Board) that standardizes and regulates 

the definitions, assumptions, and methods used in accounting across industries, and 

seeks to ensure that a company’s financial statements are complete, consistent, and 

comparable.  This makes it easier for investors to analyze and extract useful 

information across different companies.  

19. GAAP requires companies to disclose material transactions with related 

parties. 

20. Pursuant to Accounting Standards Codification Topic 850, Related Party 

Disclosures (“ASC 850”), related parties are defined as, among other things, “[o]ther 

parties with which the entity may deal if one party controls or can significantly 

influence the management or operating policies of the other to an extent that one of 

the transacting parties might be prevented from fulling pursuing its own separate 

interests.”  

21. With respect to related party transactions, ASC 850 requires disclosure of 

the (a) nature of the relationship; (b) description of the transaction; and (c) the dollar 

amount of the transaction.  ASC 850-10-50-1. 

II. Defendants’ Scheme to Conceal GP Solutions’ Related Party Transactions 
A. Illingworth’s Control Over GP Solutions and Related Parties 

22. Illingworth formed GP Solutions in December 2018 through a reverse 

merger between a shell company and a private entity that he controlled.  

23. GP Solutions’ business was to manufacture and sell shipping containers 

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known as pods, which were fitted for growing produce, including cannabis. 

24. Although Illingworth resigned as a director of GP Solutions in February 

2020, he acted at all relevant times as GP Solutions’ control person through his sole 

and undisclosed control of Fluid Holdings, Inc. (“Fluid Holdings”) which held all of 

GP Solutions’ Series A control shares.  

25. Illingworth, together with his immediate family members and entities he 

controlled, also owned a majority of GP Solutions’ common stock. 

26. Illingworth also controlled numerous private entities that did business 

with GP Solutions, including GP Capital, 3353 Needles Highway, LLC (“Needles”), 

Advanced Container Technologies, Inc. (“Advanced Container”), Agtech, Inc. 

(“Agtech”), AR Systems, Inc. (“AR Systems”), Grassfire, LLC (“Grassfire”), and 

Micro Farming, Inc. (“Micro Farming”) (collectively, the “Related Parties”).  

27. These entities were related parties to GP Solutions by virtue of their 

being under the common control of Illingworth. 

28. Illingworth generally kept his name off the Related Parties’ corporate 

records, while nonetheless maintaining actual control over their operations and 

finances.  

29. Illingworth arranged for friends or family members to serve as titular 

control persons or officers of the Related Parties. 

30. For example, on corporate documents for Advanced Container, GP 

Capital and Micro Farming, the names and signatures of the nominal owners were 

friends or family members of Illingworth who were not actually involved in running 

the respective businesses.  

31. Illingworth also used the address of Agtech’s nominal owner as a mail 

drop to conceal Illingworth’s control over the company. 

32. For Grassfire, Micro Farming and Needles, Illingworth concealed his 

control by not including his name on incorporation documents. 

/// 

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B. GP Solutions’ Related Party Transactions 

33. From 2019 to 2021, GP Solutions earned most of its revenue by selling 

pods to Related Parties controlled by Illingworth. 

34. Table 1 below shows GP Solutions’ revenue from sales to the Related 

Parties during this period. 

Table 1: GP Solutions’ Related Party Sales 

 2019 2020 2021 Total 
Needles $600 $9,900  $10,500 
Agtech $400   $400 
AR Systems $2,568   $2,568 
Advanced 
Container 

 $490,530 $2,897,441 $3,387,971 

GP Capital  $256,793 $876,936 $378,947 $1,512,676 
Grassfire  $535,035 $44,655 $579,690 
Micro Farming $1,096,274 $1,394,256  $2,490,530 
     
Total Sales to 
Related Parties: 

$1,356,634 $3,306,657 $3,321,043 $7,984,334 

35. As demonstrated in Table 2 below, these sales to Related Parties 

accounted for 65%-89% of GP Solutions’ total sales for 2019, 2020, and 2021.   

Table 2: Related Party Sales as a Percentage of GP Solutions’ Total Sales 

 2019 2020 2021 Total 
Total Reported 
Sales: 

$2,081,798 $3,732,347 $4,453,251 $10,267,396 

Sales to Related 
Parties: 

$1,356,634 $3,306,657 $3,321,043 $7,984,334 

Related Party Sales 
as Percentage of 
Total Sales 

65% 89% 75% 78% 

C. GP Solutions’ False Disclosures to Investors 

36. Between June 2020 and May 2022, GP Solutions published a total of 13 

Disclosures containing the company’s annual or quarterly financial statements.  These 

financial statements failed to disclose that sales to the Related Parties were related 

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party transactions. 

37. Specifically, the relevant Disclosures included GP Solutions’: (a) Annual 

Report for the fiscal year ended December 31 2019, published on June 19, 2020; (b) 

Quarterly Report for the quarter ended March 31, 2020, published on August 11, 

2020; (c)  Quarterly Report for the quarter ended June 30, 2020, published on 

September 28, 2020; (d) Quarterly Report for the quarter ended September 30, 2020, 

published on November 18, 2020; (e) Annual Report for the fiscal years ended 

December 31, 2019 and December 31, 2020, published on April 15, 2021; (f) 

Quarterly Report for the quarter ended March 31, 2021, published on May 10, 2021; 

(g) Quarterly Report for the quarter ended June 30, 2021, published on August 16, 

2021; (h) Amended Annual Report for the fiscal years ended December 31, 2019 and 

December 31, 2020, published on November 18, 2021; (i) Amended Quarterly Report 

for the quarter ended March 31, 2021, published on November 18, 2021; (j) Amended 

Quarterly Report for the quarter ended June 30, 2021, published on November 22, 

2021; (k) Quarterly Report for the quarter ended September 30, 2021, published on 

November 22, 2021; (l) Annual Report for the fiscal year ended December 31 2021, 

published on April 14, 2022; and (m) Quarterly Report for the quarter ended March 

31, 2022, published on May 13, 2022. 

38. The undisclosed related party transactions were material to GP Solutions’ 

financial statements given that they accounted for most of the company’s sales 

revenue during the applicable periods. 

39. The Disclosures represented that the financial statements were prepared 

in accordance with GAAP, which was false because, as described above, GAAP 

requires the disclosure of material related party transactions.  See ASC 850 

40. The financial statements contained in the Disclosures included a note 

entitled “Related Party Transactions,” which only identified transactions with entities 

affiliated with GP Solutions’ nominal executives, but failed to identify any of the 

Related Parties controlled by Illingworth or any of the sales to Related Parties shown 

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in Table 1 above. 

41. This omission further rendered GP Solutions’ Disclosures misleading. 

42. Although the Disclosures were signed by GP Solutions’ nominal CFO 

and CEO, Illingworth received copies of certain Disclosures and was therefore aware 

that they concealed GP Solutions’ transactions with the Related Parties. 

43. A reasonable investor would have considered it important to know that 

most of GP Solutions’ sales were to Related Parties.  

44. By concealing GP Solutions’ dependence on the Related Parties, 

Defendants deprived investors of a true and transparent picture of the company’s 

financial condition. 

45. During the time period covered by the Disclosures, GP Solutions’ stock 

traded at a price under $5/share and did not qualify for any exemptions to the 

definition of a penny stock under the Exchange Act. GP Solutions’ stock therefore 

qualified as a penny stock under the Exchange Act. 

46. By virtue of causing the Disclosures to be issued by GP Solutions, 

Illingworth participated in an offering of a penny stock because the Disclosures were 

designed to induce the purchase or sale of GP Solutions’ stock, which qualified as a 

penny stock. 

III. Illingworth’s Offer and Sale of Unregistered Securities 
47. From January 2020 to November 2022, GP Capital offered investors the 

opportunity to simultaneously purchase an individual pod — generally for $100,000 

— and lease it back to GP Capital, pursuant to sale-leaseback agreements. 

48. Illingworth raised approximately $11 million for GP Capital through the 

unregistered sale of securities, in the form of these sale-leaseback agreements, to 39 

investors.   

49. GP Capital sold and leased back approximately 115 pods, which were 

housed together as a pod farm in Skiatook, Oklahoma for cannabis cultivation. 

50. GP Capital used a third-party licensed operator to cultivate and harvest 

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the cannabis grown in the pods, which was then processed into cannabis products for 

sale.   

51. GP Capital used the profits it obtained from the sale of the cannabis 

products to pay communal operating expenses of the pod farm and to pay investors 

their quarterly returns, which were styled as “rent” payments. 

52. Illingworth marketed the sale-leaseback agreements via GP Capital’s 

website, press releases, and paid advertisements in newspapers and on billboards. 

53. Illingworth obtained the names of potential investors through GP 

Capital’s website and by purchasing pitch lists.   

54. At Illingworth’s direction, a sales team called potential investors, 

introduced themselves using titles such as “Senior Account Representative” and “Vice 

President of Investment Relations,” and pitched potential investors on the value of 

investing in GP Capital’s cannabis business.   

55. The sales team told investors that they would receive an annual 20% 

return paid as rent each quarter (i.e., $5,000 per quarter for a $100,000 pod).   

56. GP Capital and its sales team did not conduct any suitability analysis of 

the investors to invest through the sale-leaseback agreements. 

57. After hearing the sales pitch, investors would receive a copy of the sale-

leaseback agreement and a prospectus.  

58. Consistent with the sales pitch, the prospectus stated that investors would 

receive an annual 20% return paid as rent each quarter.  The prospectus linked this 

promised rate of return to GP Capital’s management of the pods, stating that “GP 

Capital guarantees your lease payments for the full term of your lease … We manage 

the POD and its operations leasing and paying quarterly.  Over 20% on your 

investment.”   

59. The prospectus also referred to the sale-leaseback agreements as a high 

yield investment where investors’ “money [would] grow with the pros.”  

60. The prospectus touted GP Capital’s “medical grade cultivation 

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equipment” and “state-of-the-art indoor farm” and stated that GP Capital “takes care 

of any licensing, permits, fees and the operations of your Grow Pods.” 

61. Likewise, the sale-leaseback agreements guaranteed investors quarterly 

payments of “rent” totaling 20% of the purchase price of the pod annually.   

62. The sale-leaseback agreements included a “Use and Maintenance” clause 

which said that GP Capital “will exercise due care in the installation, use, operation, 

and maintenance of the Equipment . . . at its own expense . . .”. 

63. GP Capital’s salespersons represented to investors that lease payments 

were derived from the profits of the pod farm and thus were dependent on the success 

of GP Capital’s overall cannabis sales.   

64. Illingworth himself made similar representations connecting the lease 

payments with the profitability of the cannabis business.  For example, in a March 

2023 letter to investors, Illingworth wrote, “[a]ll of this lost inventory added up to 

hundreds of thousands of dollars of lost revenue for GP Capital and its leaseholders.  

To put this in perspective, that is about equal to four quarters of lease payments.” 

65. Likewise, in a February 2024 email to leaseholders, Illingworth wrote: 

“…our goal at GP Capital is to ensure that we can provide some form of financial 

return to our leaseholders on a quarterly basis.  … navigating the cannabis market in 

Oklahoma is indeed a battle.  … The reduction in suppliers may eventually lead to an 

uptick in market prices, providing some relief and potential correction for those of us 

who remain.” 

66. Illingworth co-mingled investor funds into one GP Capital bank account. 

67. Securities Act Section 5 [15 U.S.C. § 77e] makes it unlawful for any 

person, directly or indirectly, to offer or sell securities, unless a registration statement 

is filed with the Commission and is in effect as to such offer or sale. 

68. The sale-leaseback agreements constitute securities as defined under the 

Securities Act. 

69. None of the sale-leaseback agreements offered or sold by Illingworth 

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through GP Capital were offered or sold pursuant to a registration statement filed with 

the Commission. 

70. No valid exemptions from registration applied to the offer and sale of the 

sale-leaseback agreements. 

FIRST CLAIM FOR RELIEF 
Violations of Exchange Act Section 10(b) and  

Rules 10b-5(a) and 10b-5(c) thereunder 
(Against Both Defendants) 

71. The SEC realleges and incorporates by reference paragraphs 1 – 46 

above. 

72. By engaging in the acts and conduct alleged above, Defendants, directly 

or indirectly, singly or in concert, in connection with the purchase or sale of securities 

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

the facilities of a national securities exchange, knowingly or recklessly have (i) 

employed one or more devices, schemes, or artifices to defraud; and/or (ii) engaged in 

one or more acts, practices, or courses of business which operated or would operate as 

a fraud or deceit upon other persons. 

73. By reason of the foregoing, Defendants violated, and, unless enjoined, 

will again violate Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rules 

10b-5(a) and 10b-5(c) thereunder [17 C.F.R. § 240.10b-5(a), (c)]. 

SECOND CLAIM FOR RELIEF 
Violations of Sections 5(a) and 5(c) of the Securities Act 

(Against Illingworth) 
74. The SEC realleges and incorporates by reference paragraphs 1 – 14 and 

47 – 70 above. 

75. Illingworth, directly or indirectly, singly or in concert, and 

notwithstanding the fact that there was no applicable exemption: (a) made use of 

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

Case 2:26-cv-00184     Document 1     Filed 01/08/26     Page 12 of 14   Page ID #:12



 

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the mails to sell, through the use or medium of a prospectus or otherwise, securities as 

to which no registration statement was in effect; (b) for the purpose of sale or for 

delivery after sale, carried or caused to be carried through the mails or in interstate 

commerce, by any means or instruments of transportation, securities as to which no 

registration statement was in effect; and/or (c) made use of means or instruments of 

transportation or communication in interstate commerce or of the mails to offer to sell 

or offer to buy, through the use or medium of a prospectus or otherwise, securities as 

to which no registration statement had been filed. 

76. By reason of the foregoing, Illingworth violated, and, unless enjoined, 

will again violate Sections 5(a) and 5(c) of the Securities Act [15 U.S.C. § 77e(a), (c)]. 

RELIEF REQUESTED 
WHEREFORE, the Commission respectfully requests that the Court enter a 

Final Judgment: 

I. 
 Permanently enjoining Illingworth and his agents, servants, employees and 

attorneys and all persons in active concert or participation with any of them from 

violating, directly or indirectly, Securities Act Sections 5(a) and 5(c) [15 U.S.C. 

§ 77e(a), (c) and Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and Rules 10b-5(a) 

and (c) thereunder [17 C.F.R. § 240.10b-5(a), (c)]; 

II. 
 Permanently enjoining GP Solutions and its agents, servants, employees and 

attorneys and all persons in active concert or participation with them from violating, 

directly or indirectly, Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and Rules 10b-

5(a) and (c) thereunder [17 C.F.R. § 240.10b-5(a), (c)]; 

III. 
 Ordering Illingworth to pay a civil penalty pursuant to Securities Act Section 

20(d) [15 U.S.C. § 77t(d)] and Exchange Act Section 21(d)(3) [15 U.S.C. 

§ 78u(d)(3)]; 

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IV. 
 Ordering that Illingworth be prohibited from serving as an officer or director of 

a public company, pursuant to Exchange Act Section 21(d)(2) [15 U.S.C. 

§ 78u(d)(2)]; 

V. 
 Ordering that Illingworth be prohibited 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, under Exchange Act Section 21(d)(6) [15 U.S.C. § 78u(d)(6)] and 

Securities Act Section 20(g)(1) [15 U.S.C. § 77t)(g)(1)]; and 

VI. 
Granting any other and further relief this Court may deem just and proper. 

 

Dated: January 8, 2026 

/s/ Charles E. Canter     
Charles E. Canter (Cal. Bar No. 263197) 
Christopher J. Dunnigan (pro hac vice 
forthcoming)  
Thomas W. Peirce (pro hac vice forthcoming)  
Attorneys for Plaintiff  
Securities and Exchange Commission  

Case 2:26-cv-00184     Document 1     Filed 01/08/26     Page 14 of 14   Page ID #:14



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