SEC v. Dawson L. Davenport; Elite Aerospace Group, Inc.; Robert A. Gunton; Andrea J. Lindstrom; Michael P. Owens; Dustin B. Tillman, et al., No. 8:21-cv-1427-JLS, Central District of California (Sept. 1, 2021) — Complaint

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KATHRYN C. WANNER (Cal. Bar No. 269310)
Email:  [email protected]
SARA D. KALIN (Cal. Bar No. 212156)
Email:  [email protected]
Attorneys for Plaintiff
Securities and Exchange Commission
Michele Wein Layne, Regional Director
Alka Patel, Associate Regional Director
Amy J. Longo, Regional Trial Counsel
444 S. Flower Street, Suite 900
Los Angeles, California 90071
Telephone: (323) 965-3998
Facsimile: (213) 443-1904
UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
SECURITIES AND EXCHANGE
COMMISSION,
Plaintiff,
vs.
DAWSON L. DAVENPORT; ELITE
AEROSPACE GROUP, INC. f/k/a
ELITE AVIATION PRODUCTS,
INC.; ROBERT A. GUNTON;
ANDREA J. LINDSTROM;
MICHAEL P. OWENS; DUSTIN B.
TILLMAN; JULIE A. YALE; and
ZEESHAWN S. ZIA
Defendants.
Case No.
COMPLAINT
FY

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Plaintiff Securities and Exchange Commission (“SEC”) alleges:
JURISDICTION AND VENUE
1. The Court has jurisdiction over this action pursuant to Sections 20(b),
20(d)(1), and 22(a) of the Securities Act of 1933 (“Securities Act”), 15 U.S.C. §§
77t(b), 77t(d)(1), and 77v(a); and Sections 21(d)(1), 21(d)(3)(A), 21(e), and 27(a) of
the Securities Exchange Act of 1934 (“Exchange Act”), 15 U.S.C. §§ 78u(d)(1),
78u(d)(3)(A), 78u(e), and 78aa.
2. Defendants have, directly or indirectly, made use of the means or
instrumentalities of interstate commerce, 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.
3. Venue is proper in this district pursuant to Section 22(a) of the Securities
Act, 15 U.S.C. § 77v(a); and Section 27(a) of the Exchange Act, 15 U.S.C. § 78aa(a),
because certain of the transactions, acts, practices and courses of conduct constituting
violations of the federal securities laws occurred within this district.  In addition,
venue is proper in this district because all of the individual Defendants reside in this
district, and Defendant Elite Aerospace Group, Inc. has its principal place of business
in this district.
SUMMARY
4. This matter concerns two overlapping fraudulent schemes, both
involving the sale of Elite Aerospace Group, Inc. (“Elite”) securities.
5. The “Boiler Room Scheme” raised approximately $67 million between
2014 and 2018, and involved Elite paying undisclosed commissions to salespeople
who solicited investments in Elite, as well as more than $35,000 per week to entities
controlled by securities fraud recidivist Michael Owens for “consulting services”
primarily related to the offering, but misleadingly disguised as marketing fees.
6. Owens controlled the boiler room operation in Elite’s offices, but was

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assisted by his affiliates, Dawson Davenport (also a securities fraud recidivist),
Robert Gunton, Andrea Lindstrom and Julie Yale (with Owens, the “Owens Group”).
Elite’s founders and executive officers, Dustin Tillman and Zeeshawn Zia, authorized
the Owens Group to manage Elite’s capital-raising activities, and were aware of the
boiler room activities.
7. As part of the Boiler Room Scheme, Owens, Davenport, Lindstrom,
Tillman, and Zia engaged in deceptive conduct involving the concealment of
commissions to salespeople who solicited investments in Elite, and the failure to
disclose the true amount of investor proceeds that Elite spent on offering costs.  In
addition, Owens acted as an unregistered broker by, for example, setting up and
controlling the boiler room, and providing lead lists to Elite’s salespeople.
8. By 2018, Davenport, Lindstrom, Tillman and Zia continued the scheme
to defraud investors by making false statements in Elite’s unaudited financial
statements about alleged acquisitions in the second quarter of Elite’s 2018 fiscal year.
9. During the course of the Boiler Room Scheme Tillman, and Zia also
made affirmative misrepresentations to investors regarding the status of Elite’s audits
and acquisition activity.
10. The “RMMH Scheme” involved Owens’ entity, RMMH, LLC
(“RMMH”), selling approximately $2 million of unregistered Elite common stock in
2017, and issuing Elite stock certificates to about 20 purchasers without the
knowledge or authorization of Tillman and Zia.
11. The Owens Group maintained Elite’s stock ledger and issued its stock
certificates.  This allowed them to secretly sell unregistered Elite shares owned by
RMMH.  The stock purchase agreements used in the RMMH offering indicated that
Elite’s transfer agent would cancel RMMH’s old shares and issue new ones in the
names of the purchasing investors.  In reality, Elite had no transfer agent.  Yale was
the person responsible for issuing Elite’s stock certificates, and had the ability to
generate the certificates.  As part of Elite’s stock offerings, she issued Elite stock

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certificates with the authorization of Tillman and Zia, and had their permission to use
signature stamps on the certificates when necessary.  She did not have the same
authorization for RMMH’s offering, but generated Elite stock certificates and used
the signature stamps in the same way.
12. As part of the RMMH Scheme, Owens, Davenport, Gunton, Lindstrom,
and Yale engaged in deceptive conduct including failing to inform Tillman and Zia
about the offering, misrepresenting to purchasers that Elite’s transfer agent would
issue their stock certificates, and being involved with the issuance of unauthorized
stock certificates.
13. In addition, Owens, Gunton, and Yale violated the registration
provisions of the Securities Act by offering unregistered securities to investors
without complying with the requirements of any applicable exemptions.
14. By this conduct, Defendants Davenport, Elite, Gunton, Lindstrom,
Owens, Tillman, Yale, and Zia violated Sections 17(a)(1) and 17(a)(3) of the
Securities Act, 15 U.S.C. §§ 77q(a)(1) and 77q(a)(3); Section 10(b) of the Exchange
Act, 15 U.S.C. § 78j(b); and Exchange Act Rules 10b-5(a) and 10b-5(c), 17 C.F.R. §§
240.10b-5(a) and 240.10b-5(c).  Defendants Elite, Tillman, and Zia violated Section
10(b) of the Exchange Act, 15 U.S.C. § 78j(b); and Exchange Act Rule 10b-5(b), 17
C.F.R. §§ 240.10b-5(b).  Defendants Gunton, Owens, and Yale violated Sections 5(a)
and 5(c) of the Securities Act, 15 U.S.C. §§ 77e(a) and 77e(c).  Finally, Defendant
Owens violated Section 15(a)(1) of the Exchange Act, 15 U.S.C. § 78o(a)(1).
15. The SEC seeks permanent injunctions, disgorgement with prejudgment
interest, and civil penalties against Defendants Davenport, Elite, Gunton, Lindstrom,
Owens, Tillman, Yale, and Zia; penny stock bars against Defendants Davenport,
Gunton, Lindstrom, Owens, Tillman, Yale, and Zia; and officer and director bars
against Davenport, Gunton, Lindstrom, Owens, Tillman, and Zia.

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THE DEFENDANTS
16. Dawson L. Davenport, age 65, is a resident of Irvine, California.
Davenport is the principal of Davenport Consulting Group, Inc., a private California
corporation headquartered in Irvine, California that allegedly provides business
consulting and real estate services.  In 2007, the SEC charged Davenport with
registration and antifraud violations for his involvement with a boiler room securities
fraud, and he settled to all charges in 2009.
17. Elite Aerospace Group, Inc. (f/k/a Elite Aviation Products, Inc.), is a
Delaware corporation headquartered in Tustin, California.  Elite designs,
manufactures, and sells components for rockets, spacecraft, aircraft, and satellites.
18. Robert A. Gunton, age 38, resides in Tustin, California.  Gunton is the
sole officer and director of Big Gun Creative, Inc., a California corporation
headquartered in Irvine, California that provides media production services.
19. Andrea J. Lindstrom, age 42, resides in Anaheim, California.
Lindstrom is the sole officer and director of Edge of the Desert, Inc., a California
corporation headquartered in Anaheim, California that allegedly provides business
consulting services.
20. Michael P. Owens, age 57, resides in Newport Coast, California.
Owens is a principal of several entities, most of which are purportedly in the business
of media and marketing.  The SEC charged Owens in 2007 with perpetrating a $50
million offering fraud and running a boiler room, and subsequently barred him from
associating with a broker or dealer.
21. Dustin B. Tillman, age 38, resides in San Juan Capistrano, California.
Tillman was one of Elite’s founders, and was its CEO and a director from inception
of Elite through his resignation in January 2021.
22. Julie A. Yale, age 57, resides in Laguna Hills, California, and owns
Yale Entity Services Corp., a bookkeeping service.
23. Zeeshawn S. Zia, age 42, resides in Yorba Linda, California.  Zia was

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one of Elite’s founders, is the current CEO, and has been an Elite director since its
inception.
THE ALLEGATIONS
A. Background
24. In 2007, the SEC charged Owens and Davenport with securities fraud
and registration violations for their involvement in a boiler room scheme.  The
complaint in SEC v. Real Estate Partners Inc. et al, Case No. SACV 07-1022 AG
(RNBx) (C.D. Cal., filed Sept. 6, 2007) included allegations that Owens and
Davenport misrepresented how investor funds would be used, and failed to disclose
that over 50% of investor funds were used to pay sales commissions.  The complaint
also alleged additional misrepresentations by Owens and Davenport, and further
alleged that the company involved was running a Ponzi-like scheme.  Owens was also
charged with acting as an unregistered broker, in violation of the SEC’s broker-dealer
registration requirements.
25. Davenport settled to all charges in SEC v. Real Estate Partners Inc. in
2009.  As part of the settlement, he consented to permanent injunctions prohibiting
him from violating Sections 5 and 17(a) of the Securities Act, and Section 10(b) of
the Exchange Act and Rule 10b-5.   In a final judgment, the district court ordered
Davenport to pay disgorgement plus prejudgment interest of $368,063.53 and a
penalty of $256,667.27.  Davenport has not paid anything on either the disgorgement
or penalty ordered by the court.
26. Owens also settled to all charges in SEC v. Real Estate Partners Inc.in
2009.  As part of the settlement, he consented to permanent injunctions prohibiting
him from violating Sections 5 and 17(a) of the Securities Act, and Sections 10(b) and
15(a) of the Exchange Act and Rule 10b-5.  In a final judgment, the district court
ordered Owens to pay disgorgement plus prejudgment interest of $4,816,535.88 that
was reduced to $45,993.98 based on Owen’s sworn representations in his Statement
of Financial Condition.  Owens paid the $45,993.98.  In a separate SEC order, Owens

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was barred from association with any broker or dealer as a result of the permanent
injunction prohibiting him from violating Section 15(a) of the Exchange Act (acting
as an unregistered broker).
27. In 2013, Owens met Tillman through a social connection.  At the time,
Tillman was working in the aerospace industry and hoped to start an aerospace
company with his friend and colleague, Zia.  Neither he nor Zia had experience
running a business or raising capital.
28. Owens told Tillman that he provided a plug-and-play solution to new
companies, and that he and his affiliates, including Davenport, Gunton, Lindstrom,
and Yale, could take care of fundraising, bookkeeping, information technology,
marketing, legal issues, and other administrative tasks.  According to Owens, these
services would allow Tillman and Zia to spend more time focused on growing their
business.
29. Tillman and Zia decided to work with Owens, and in 2013 they founded
Elite Aviation Products, Inc. (which subsequently became known as Elite Aerospace
Group, Inc.) with initial financing provided by Owens.  As part of the arrangement,
Tillman and Zia agreed to pay Owens a large weekly consulting fee, and issue him
Elite common stock.
30. Owens initially used his company RealMedia Marketing, Inc.
(“RealMedia”), as the entity providing services to Elite.
31. Lindstrom and Gunton were officers of RealMedia, but Owens
controlled the company through his ownership.
32. RealMedia entered into a consulting agreement with Elite in 2014, and
the agreement was updated in 2015.
33. In or around late 2016, Owens formed a new business, Evolution
Consulting Services, Inc., which effectively took over RealMedia’s business,
performed substantially identical services, and involved the same primary individuals
(collectively with RealMedia, “Evolution”).

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34. Lindstrom and Gunton were officers of Evolution and allegedly owned
10% each, but Owens controlled the company through his 80% ownership.
35. In early 2017, Elite entered into a consulting agreement with Evolution.
36. The consulting agreements between Evolution and Elite (the “Consulting
Agreements”) outlined the services Evolution would provide Elite, and required Elite
to pay Evolution approximately $35,000 - $40,000 per week.  Under the terms of the
later agreements, Elite was required to let Evolution appoint two of Elite’s five board
members.
37. Over the next several years, the Owens Group was involved in multiple
aspects of Elite’s business.  The Owens Group controlled Elite’s capital raising
functions.  Owens and Davenport attended Elite board meetings as board advisors
and weighed in on most significant aspects of the business.
38. Evolution exercised its right to appoint two board members, and Gunton
and Lindstrom joined Elite’s board of directors in 2016 and 2017, respectively.
39. Tillman and Zia began having significant disagreements with the Owens
Group in or around 2017.  In July 2018, Elite terminated its consulting agreement
with Evolution.
40. Gunton and Lindstrom resigned as board directors in early 2019
following a shareholder vote regarding their removal.
B. Elite’s Securities Offerings
41. Beginning in or around 2014, Elite began raising capital by selling Elite
stock to investors.  Between 2014 and 2018, over $67 million of Elite securities were
sold to investors.
42. At least some of Elite’s investors were solicited through e-mail
communications.
43. At least some Elite’s investors made interstate electronic transfers of
funds to purchase Elite’s securities.

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C. The Boiler Room Scheme
44. Between 2014 and summer 2018, the Owens Group controlled Elite’s
capital raising efforts.  Over this period, the Owens Group managed numerous
salespeople at a time, none of whom were registered with the SEC as broker-dealers
or associated with a registered broker-dealer.
45. The salespeople made unsolicited calls to potential investors using call
leads provided by one of Owens’ entities.
46. The salespeople’s primary function was to solicit investments in Elite.
47. The salespeople generally received commissions equal to 15% of each
new investment, and 10% of re-investments.  “Fronters,” who initially spoke with a
potential investor, received 5%; and “closers,” who closed the deal, received 10%.  If
the same person was both the fronter and closer, they received 15%.
48. The salespeople were also offered additional incentives, like vacations,
electronics, or cash, if they hit specific sales goals.
49. The salespeople were fired if they didn’t meet certain sales requirements.
50. Although the Owens Group was running a boiler room out of Elite’s
offices, Owens structured his operation in a way that made it falsely appear to be
compliant with the securities laws, and controlled by Elite – not Owens or his entities.
1. Concealed Commissions
51. Because he had previously been charged by the SEC for acting as an
unregistered broker, Owens knew there was potential liability associated with paying
unregistered salespeople commissions for soliciting investments.
52. Instead of calling the salespeople’s compensation “commissions,”
Owens referred to them as discretionary, or performance bonuses, and instructed
others to do so, as well.
53. For example, in an email on or about November 7, 2015 regarding
another small business that Tillman had referred to Owens, the small business owners
asked Tillman how much Elite paid in sales commissions, and included in the subject

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line of the email, “Sales Commission Question.”  Tillman forwarded the email to
Owens, Davenport, and Gunton, and asked in his email, “did you guys have the
‘salesmen do not make commissions’ conversation with them?”  Owens responded by
saying:
[y]eah, But they’re Transitioning and trying to equate a number they
were already Given.  Any performance bonus is at the floor Managers
discretion and effectively Mirrors [Elite’s] (not a commission) Told
them it would be in their use of Proceeds. [sic]

54. The salespeople’s compensation was also largely undocumented.
55. Davenport helped perpetrate the fraud by coordinating the production of
false and backdated documents to auditors.
56. In fall 2016, Elite was trying to get its financial statements audited in
preparation for a public offering.  The auditors asked for documentation explaining
payments that had been made to a few of Elite’s salespeople in January 2015.
57. On or around November 14, 2016, Davenport created four different
letters on Elite letterhead, addressed to the salespeople in which the auditors were
interested.
58. All of the letters bore dates in January 2015 – over a year-and-a-half
before.
59. In addition, Davenport included language in the letters falsely stating
that the salespeople were receiving discretionary awards and bonuses suggested by
“operational management” and based on extraordinary effort or dedication.
60. He made no mention of commissions or investor solicitation in the
letters, even though the individuals at issue were salespeople who solicited
investments in Elite and received sales commissions on each investment they closed.
61. On or about November 14, 2016, Davenport forwarded the four
fabricated letters to Yale, asking her to add Tillman’s signature to the letters.

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62. Two days later, Yale emailed the letters to an accounting department
employee with a copy to Davenport and Zia, asking her to get Tillman’s signatures.
The letters bearing Tillman’s signature were sent to the auditors the following day by
another Elite accounting department employee.
63. Tillman and Zia also engaged in deceptive conduct to conceal Elite’s
payment of commissions to the salespeople.
64. During a second audit in 2017, a new set of auditors began asking
questions about how Elite’s salespeople were compensated.
65. After some discussions in or around summer 2017 involving Tillman,
Zia, the auditors and Elite’s lawyer, the parties agreed that Elite’s lawyer at the time
review the issue and provide the audit firm with a securities law analysis regarding
Elite’s payments to unregistered salespeople.
66.   Both Tillman and Zia knew that the salespeople’s primary – and often
only – duty at Elite was to solicit investments.  They also knew that the salespeople
received transaction-based compensation, and that the salespeople regularly “closed”
investments.
67. Nevertheless, Tillman and Zia signed a representation to the law firm
stating:

[n]o compensation paid to any [salesperson] is linked to or dependent upon a
transaction in securities by [Elite].  No such employee is ever paid a selling
commission or other remuneration based either directly or indirectly on
transactions in securities.

68. The representation letter further stated that the salespeople were
restricted in their participation in Elite’s securities offering, and implied that only
Tillman and Zia closed investment transactions.  Finally, the letter stated that the
salespeople primarily perform, or will primarily perform substantial duties for Elite

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other than in connection with the securities offerings.
2. The Owens Group’s Concealed Control
69. The Owens Group also engaged in deceptive conduct by concealing the
extent of their involvement in Elite’s capital-raising process.
70. For example, Owens required all of the salespeople to be Elite
employees on paper and paid directly by Elite, even though they were hired, fired,
and managed by Evolution personnel or other Owens affiliates.
71. Evolution’s consulting agreements with Elite also minimized
Evolution’s involvement with investor solicitation.
72. For example, the 2015 consulting agreement between Evolution and
Elite includes statements like, “[Evolution] is not licensed to and does not in any way
market or sell securities of any kind.”
73. Davenport drafted the 2015 consulting agreement between Evolution
and Elite, and Owens reviewed and had ultimate control over the agreement.
74. Lindstrom was the person at Evolution who was primarily responsible
for the administrative and compliance services that Evolution provided to Elite.
75. Lindstrom assisted in drafting a description of the “Administrative” and
“Compliance” services portion of the 2015 consulting agreement between Evolution
and Elite.
76. Significant parts of these descriptions were false.  They stated that Elite
was required to have its own investor relations supervisor, and that Evolution only
assisted such person and was not involved in promoting Elite’s offerings or acting as
an investor relations representative.  In reality, Lindstrom controlled the investor
relations department and sent and received emails using Elite’s investor relations
email address.  Lindstrom also knew that Evolution controlled Elite’s securities
offering process, as she helped oversee the sales floor and announced new bonus
incentives.
77. Davenport knew that the consulting agreement falsely concealed the

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amount of control Evolution had with respect to Elite’s business, and the fact that
Evolution controlled Elite’s capital-raising functions.
78. For example, a week before the 2015 consulting agreement was signed,
Davenport was copied on the “Sales Commission Question” e-mail described above,
and about a year later, he falsified and back-dated documents sent to Elite’s auditors
to hide compensation related to investor solicitation.
79. Owens knew that the consulting agreement falsely concealed the amount
of control Evolution had over Elite’s business because Evolution was his company,
his plug-and-play solution involved handling all aspects of the capital-raising process,
and he ultimately controlled Elite’s sales floor.
80. In 2017, Evolution and Elite entered into a new consulting agreement
which contained language similar to the 2015 agreement that concealed Evolution’s
control over Elite and Elite’s sales floor.
81. Davenport was primarily responsible for drafting and updating the
agreement.
82. Other members of the Owens Group, including Owens and Lindstrom,
reviewed the document.
3. False Disclosures Regarding Use of Proceeds and Payment of
Commissions
83. Owens, Davenport, Lindstrom, Tillman, and Zia also misrepresented or
omitted information regarding the use of investor proceeds and the payment of
commissions in Elite’s offering prospectuses.
84. The prospectuses at issue were dated July 15, 2014, October 19, 2015,
August 15, 2016, September 1, 2017, and April 2, 2018 (collectively, the
“Prospectuses”).
85. The specific securities offered in each prospectus varied.  For example,
the August 15, 2016 prospectus offered Series A Preferred Stock; the September 1,
2017 prospectus offered Series A-1 Preferred Stock; and the April 2, 2018 prospectus

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offered Series A-1 Preferred Stock.
86. All of the Prospectuses offered securities to investors and each
Prospectus stated that the offering was being made pursuant to Rule 506(c) of the
Securities Act of 1933.
87. As part of Owens’ plug-and-play solution, the Owens Group engaged
attorneys they had worked with in the past to assist with Elite’s Prospectuses, and
Owens, Davenport, Lindstrom and Yale were routinely copied on e-mails regarding
Elite’s prospectuses.
88. The attorneys provided Elite with templates for its prospectuses.
89.  Davenport was primarily responsible for filling in the offering-specific
information, including the use of proceeds disclosure.
90. The disclosure did not reveal that approximately 15% of investments
would be used to pay investment-related commissions, or that close to 30% of
investment proceeds were used to pay offering costs.
91. Although Tillman and Zia relied on the Owens Group to help draft the
Prospectuses, coordinate with attorneys, and distribute the Prospectuses to investors,
because they were Elite’s executives, they had ultimate authority over the content of
the Prospectuses.
92. Tillman and Zia reviewed and approved the Prospectuses before they
were distributed.
93. Lindstrom helped coordinate the review and approval process before
uploading final documents to Elite’s website investor portal.
94. Owens, Davenport, Lindstrom, Tillman, and Zia all knew, or were
reckless or negligent in not knowing, that the “Use of Proceeds” disclosure in the
Prospectuses was false, because they knew about the sales commissions and large
payments to Evolution.
95. In carrying out the Boiler Room Scheme, Davenport knew, or was
reckless or negligent in not knowing, that he was concealing the payment of

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commissions to unregistered brokers, and was involved in distributing false use of
proceeds information to investors.
96. In carrying out the Boiler Room Scheme, Lindstrom knew, or was
reckless or negligent in not knowing, that she was concealing Evolution’s role in
Elite’s capital raising process, and was involved in distributing false use of proceeds
information to investors.
97. In carrying out the Boiler Room Scheme, Owens knew, or was reckless
or negligent in not knowing, that he was concealing his control of Elite’s capital-
raising process, concealing the payment of commissions to unregistered brokers, and
was involved in distributing false use of proceeds information to investors.
98. In carrying out the Boiler Room Scheme, Tillman knew, or was reckless
or negligent in not knowing, that he was concealing the payment of commissions to
unregistered brokers, and was involved in distributing false use of proceeds
information to investors.
99. In carrying out the Boiler Room Scheme, Zia knew, or was reckless or
negligent in not knowing, that he was concealing the payment of commissions to
unregistered brokers, and was involved in distributing false use of proceeds
information to investors.
100. Tillman’s and Zia’s state of mind is attributed to Elite, because at all
relevant times, they were the founders of the company, as well as executive officers
and directors.
101. Defendants’ false and misleading statements to investors are material.  A
reasonable investor would have considered it important to know that Elite was using
investor funds to pay sales commissions to unregistered salespeople, and was using a
higher percentage of investor funds to pay offering costs than it disclosed.

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4. Scheme to Include False Footnote to Unaudited Financial
Statements
102. In May 2018, Elite began another offering, using a new prospectus dated
April 2, 2018.  As part of the prospectus review process in April 2018, Davenport
added the following footnote to Elite’s unaudited financial statements.

Note: There were two acquisitions slated for completion in mid to late 2017
that were delayed until Q2 2018. These acquisitions were projected to add to
the effective gross revenue of the company. The resultant delay reduced booked
revenue by over $15,000,000 annually. Once these transactions are completed
the acquisitions are projected to have a material positive effect on the financial
position of the company.

103. The language above was false because on March 15, 2018, Elite’s board
had voted to implement several procedures that would effectively stop all acquisition
activity until Elite met certain financial targets that it was nowhere near attaining.  In
addition, by March 2018, Elite had stopped making the payments required to close
the pending acquisition of Spearman Aerospace, Inc. (“Spearman”), had sought to
terminate the Spearman acquisition agreement, and was not seriously considering any
additional acquisitions at the time.
104. Davenport knew the footnote was false.  He attended the March 2018
board meeting, and had pressured Tillman to terminate the Spearman acquisition
agreement shortly before the meeting.  Furthermore, the date of the prospectus was
April 2, 2018 – a date on which no one at Elite could have reasonably expected two
significant acquisitions to close in the second quarter of Elite’s 2018 fiscal year,
which ended June 30, 2018.  As of April 2, 2018, Elite had ceased making payments
to Spearman and had sought termination of the Spearman agreement and the return of
its funds.  It had also taken board action to curtail acquisition activity, and had no

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other acquisitions close to being consummated by June 30, 2018.
105. After adding the footnote, Davenport exchanged multiple e-mails with
Lindstrom and Zia highlighting the language he added.  Zia approved the final
prospectus with the footnote on May 21, 2018, at which point closing two
acquisitions by June 30 was even more unlikely, given the passage of time and the
lack of any new acquisition developments.  Lindstrom then coordinated the
distribution of the prospectus to prospective investors.
106. Lindstrom knew the footnote was false because she had attended the
March 15, 2018 board meeting, and had either motioned for, or seconded the actions
restricting acquisition activity.  In addition, the acquisition restrictions were
something the Owens Group wanted, and on the day of the board meeting, Lindstrom
circulated an email regarding “EAG Board Concerns” to other members of the Owens
Group.  As part of the email, she proposed the question, “[n]ow that we know that
DSS
1
 is off the table and Spearman is off the table, what legal actions are we going to
take against both?”
107. Zia knew the footnote was false because he attended the March 15, 2018
board meeting, voted in favor of the acquisition restrictions, and motioned to file a
lawsuit against DSS.  Zia was also the President of Elite and knew, or should have
known, that Elite had ceased making payments to Spearman and was seeking to
terminate the Spearman acquisition agreement.
108. In carrying out this fraud, Davenport knew, or was reckless or negligent
in not knowing, that he was involved in falsely representing to Elite investors that
two significant acquisitions were expected to close by June 30, 2018.
109. In carrying out this fraud, Lindstrom knew, or was reckless or negligent
in not knowing, that she was involved in falsely representing to Elite investors that
two significant acquisitions were expected to close by June 30, 2018.

1
 Douglas Steel Supply (“DSS”) was another acquisition that Elite was considering in
early 2018.

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110. In carrying out this fraud, Zia knew, or was reckless or negligent in not
knowing, that he was involved in falsely representing to Elite investors that two
significant acquisitions were expected to close by June 30, 2018.
111. Zia’s state of mind is attributed to Elite, because at all relevant times, he
was a founder of the company, as well as an executive officer and director.
5. Owens Acted as an Unregistered Broker
112. During the Boiler Room Scheme, Owens acted as an unregistered broker
for Elite’s securities offerings.
113. He provided a plug-and-play solution for Elite that included setting up
and running a boiler room used to solicit investments in the company, as well as
ensuring that the salespeople received transaction-based compensation.
114. Owens also has a history of setting up boiler rooms for other issuers and
selling their securities, including the conduct for which he was charged by the SEC in
2007.
115. Owens helped solicit Elite investors by being involved in phone calls
and meetings with Tillman, Zia, and potential investors.
116. Owens also provided marketing and advertising services for Elite
through his entity, Evolution.
117. In addition, Owens made valuations about Elite’s stock in the form of
price targets included in solicitation scripts that he helped draft and distribute to
Elite’s salespeople.
118. Owens was also an active finder of investors because he used one of his
other entities to provide lead lists to Elite’s salespeople.
119. He regularly participates in securities transactions, as evidenced by his
past conduct, as well as a more recent venture with other members of the Owens
Group.
120. For example, on January 14, 2020, a cannabis-related entity called
CertCan Labs, Inc. (“CertCan”) made a filing with the SEC disclosing that it was

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conducting an $18,000,000 private offering of securities.  Both Owens and Gunton
were listed as directors, and Davenport’s 27-year-old daughter, Dallas Davenport,
purportedly signed the filing as CertCan’s President.  Yale made a CertCan corporate
filing with California in June 2019, and filed another Statement of Information on
February 25, 2021.
121. Finally, during the Boiler Room Scheme, Owens engaged in other
activities similar to a broker.  For example, he used other members of the Owens
Group to process investor subscription paperwork and handle investment funds.  He
also received “consulting fees” through his entity, Evolution, for work in connection
with Elite’s offerings.
122. Owens never registered with the SEC in accordance with Section 15(b)
of the Exchange Act and was not associated with a registered broker-dealer during
any of Elite’s offerings.
D. The RMMH Scheme
123. Pursuant to the terms of the Consulting Agreements, Elite issued
approximately 20% of its unregistered common stock to Owens or entities he
controlled.
124. RMMH is an entity owned and controlled by Owens at all relevant
times.
125. As of late 2016, RMMH held approximately 18,000,000 unregistered
shares of Elite’s common stock, which doubled following a reorganization that Elite
completed in March 2017.
126. In or around December 2016, the Owens Group began soliciting
investors to purchase unregistered Elite shares from RMMH at a discount to the price
of shares in Elite’s offerings (the “RMMH Offering”).
127. For example, most of the common shares RMMH sold were priced at
$.375 per share.  At the same time, Elite was offering Series A Preferred shares,
which were immediately convertible to common stock at a one-to-one ratio, for $.50

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per share.
128. RMMH sold a total of approximately 5.5 million shares of Elite common
stock for an aggregate of approximately $2 million to approximately 20 investors in
five different states between December 2016 and December 2017.  These share
numbers are on an as-converted basis following Elite’s business reorganization in
March 2017.
129.  The Owens Group did not tell Tillman or Zia about the RMMH
Offering, and took steps to conceal it from them.
130. For example, as part of the RMMH Offering, on or about December 21,
2016, Gunton emailed a stock purchase agreement to one offeree with a blind copy to
Lindstrom, using the subject, “Confidential Stock Purchase Agreement (Highly
Confidential).”  In the email, he stated,

Please treat this agreement with the highest level of confidentiality.
Additionally, I would ask that you kindly communicate with me directly with
no intermediary communication moving forward.

131. In addition, the stock purchase agreements that were used as part of the
RMMH Offering stated that upon receipt of funds from the purchasers, RMMH
would surrender to Elite’s transfer agent stock certificates representing the shares
being purchased, and the transfer agent would issue a new Elite stock certificate to
the purchaser.
132. In reality, Elite did not have a transfer agent.  Instead, Yale simply
issued the new stock certificates without the knowledge or authorization of Tillman
and Zia.  She was able to do this because issuing stock certificates and keeping the
stock ledger was one of the services Owens had offered Tillman and Zia.
133. Yale was the person responsible for issuing Elite stock certificates.
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not know about and had not authorized Yale to issue stock certificates or use their
signatures on certificates issued as part of the RMMH Offering.
135. The Owens Group also falsely held Gunton out as the Managing
Member of RMMH in an apparent attempt to conceal Owens’ involvement.
136. The stock purchase agreements used in the RMMH Offering were signed
by Gunton, using the title, “Managing Member” of RMMH.  However, Gunton was
never RMMH’s Managing Member.
137. On or about December 9, 2016, Davenport circulated a draft of the stock
purchase agreement to be used in the RMMH Offering for review by Owens, Gunton,
and Lindstrom.  The draft falsely named Gunton as RMMH’s Managing Member.
138. On or about December 21, 2016, Owens opened the bank account used
for the RMMH Offering, listing himself as Managing Member of RMMH, and
including Gunton – with no corporate title – as an authorized signer.
139. Gunton signed a stock purchase agreement dated the same day, as
RMMH’s Managing Member.
140. In or around June 2017, Owens added Gunton as a Co-Managing
Member of RMMH, but continued to retain full control of RMMH through his 100%
ownership of the entity and his status as the other Co-Managing Member.
141. As late as December 29, 2017, Gunton was still signing the stock
purchase agreements as RMMH’s “Managing Member.”
142. Owens was aware of the RMMH Offering, the terms of the stock
purchase agreements, and the fact that Gunton was soliciting investors.  For example,
on or about December 9, 2016, Davenport sent Owens, Lindstrom, and Gunton an
email that included a draft stock purchase agreement.  On or about March 31, 2017,
Gunton blind copied Owens and Davenport on e-mail communications between
Gunton and investors.
143. Owens controlled the RMMH bank account and used the vast majority
of investor funds for himself or his other entities.

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144. During the RMMH Offering, Gunton was primarily responsible for
soliciting investors.  Davenport was primarily responsible for drafting the stock
purchase agreements used in the RMMH Offering.  Davenport knew that Yale issued
Elite’s stock certificates and that Elite did not have a transfer agent.  In fact, after
Elite’s business reorganization in March 2017, he provided Yale with advice on the
documents she should provide to all Elite shareholders when she sent them their new
Elite stock certificates.
145. Davenport also knew that Gunton was not RMMH’s Managing Member,
as he helped coordinate and distribute the RMMH corporate documentation adding
Gunton as a Co-Managing Member in summer 2017.
146. Davenport also engaged in conduct to conceal the RMMH Offering.
147. Prior to Elite’s discovery of the RMMH Offering, on or about June 5,
2018, Davenport falsely stated in sworn testimony that he had no involvement with
RMMH.
148. In addition, in May 2018, he wrote the words, “no knowledge,” next to
“RMMH, LLC” in his response to the SEC’s subpoena, which listed a number of
individuals and entities about which the SEC sought information.
149. Gunton and Lindstrom were also involved in the drafting process for the
stock purchase agreements.  For example, on December 9, 2016, Davenport sent them
both the initial draft of the stock purchase agreement for review.
150. In addition, Gunton helped draft a confidentiality provision in the
agreements, and Lindstrom drafted at least two agreements for specific investors
using the standard template for the RMMH Offering.
151. Gunton and Lindstrom both knew that Elite did not have a transfer agent
and that Yale was the person issuing Elite stock certificates.  For example, Gunton
coordinated with Yale to have Elite stock certificates issued to purchasers in the
RMMH Offering, and Lindstrom coordinated with Yale on the issuance of certificates
to other Elite investors.

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152. Gunton and Lindstrom also both knew that Gunton was not the
Managing Member of RMMH.  For example, on or about June 23, 2017, Davenport
sent them both an email attaching the updated RMMH corporate documents in June
2017, which added Gunton as a Co-Managing Member.
153. Gunton also engaged in conduct to conceal the RMMH Offering.  For
example, he never told Tillman and Zia about the offering or sought their
authorization for the stock certificates issued to purchasers in the RMMH Offering.
He worked on drafting confidentiality language used in the stock purchase
agreements, and in some of his communications with investors.  Finally, despite the
fact that Gunton was an Elite director who owed a fiduciary duty to Elite and its
investors, he failed to disclose the conflict of interest between his duties to Elite and
his activities soliciting investors to purchase Elite securities from RMMH instead of
Elite – effectively reducing the amount of money Elite was able to raise.
154. Lindstrom also engaged in conduct to conceal the RMMH Offering.  For
example, she never told Tillman and Zia about the offering, and despite the fact that
she was allegedly involved with for Elite’s corporate compliance functions, she
allowed Yale to issue unauthorized Elite stock certificates to purchasers in the
RMMH Offering.  In addition, she was an Elite director beginning in May 2017, and
owed a fiduciary duty to Elite and its investors for the second half of the RMMH
Offering.  However, she failed to disclose the conflict of interest between her duties
to Elite and her involvement in the RMMH Offering, which effectively reduced the
amount of money Elite was able to raise.
155. Additionally, in December 2017, Lindstrom was working on packets of
information to be sent to all Elite investors in advance of the annual shareholder
meeting.  Elite’s paralegal told Lindstrom that Elite’s stock ledger was required to be
sent to the investors.  In an e-mail to Davenport on or about December 6, 2017,
Lindstrom said, “[a]nd the shareholders have to get the Ledger?  NO.  I don’t think so
... .”

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156. Yale also engaged in conduct to conceal the RMMH Offering.  For
example, she never told Tillman or Zia about the offering, and failed to obtain their
permission before issuing Elite stock certificates to purchasers in the RMMH
Offering, and using their signature stamps as part of the RMMH Offering.
157. In carrying out the RMMH Scheme, Davenport knew, or was reckless or
negligent in not knowing, that he was concealing the RMMH Offering from Tillman
and Zia, that he was involved in falsely representing to purchasers that Elite’s transfer
agent would issue their Elite shares, and that he was involved in falsely representing
to purchasers that Gunton was RMMH’s Managing Member.
158. In carrying out the RMMH Scheme, Gunton knew, or was reckless or
negligent in not knowing, that he was falsely holding himself out as RMMH’s
Managing Member, falsely representing to purchasers that their shares would be
issued by Elite’s transfer agent, concealing the RMMH Offering from Tillman and
Zia, coordinating the issuance of unauthorized stock certificates to purchasers, and
failing to disclose the conflict of interest between his duties to Elite and his
solicitation of investors in the RMMH Offering.
159. In carrying out the RMMH Scheme, Lindstrom knew, or was reckless or
negligent in not knowing, that she was concealing the RMMH Offering from Tillman
and Zia, involved in falsely representing to purchasers that Elite’s transfer agent
would issue their Elite shares, involved in falsely representing to purchasers that
Gunton was RMMH’s Managing Member, and failing to disclose the conflict of
interest between her duties to Elite and her involvement in the RMMH Offering.
160. In carrying out the RMMH Scheme, Owens knew, or was reckless or
negligent in not knowing, that he was concealing his involvement in the RMMH
Offering, concealing the RMMH Offering from Tillman and Zia, and involved in the
issuance of unauthorized stock certificates to purchasers.
161. In carrying out the RMMH Scheme, Yale knew, or was reckless or
negligent in not knowing, that she was concealing the RMMH Offering from Tillman

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and Zia, and was issuing unauthorized stock certificates to purchasers.
E. Lack of Registration of RMMH’s Sale of Elite Stock
162. The RMMH Offering was not registered with the SEC.
163. No registration statement was ever filed with the SEC for the offer or
sale of any Elite shares.
164. Owens directly sold the Elite shares without registration because he
owned and controlled RMMH at all relevant times, and was aware of the RMMH
Offering.
165. Gunton directly sold the Elite shares without registration because he
solicited investors during the RMMH Offering.
166. No exemptions from registration are available to Owens or Gunton.
Resellers of unregistered securities may rely on the safe harbor provided by Securities
Act Rule 144 to sell their securities, but only when they comply with Rule 144.
Owens and Gunton did not comply with Rule 144 because they were “affiliates” of
Elite during the RMMH Offering and did not take the steps required of affiliates prior
to RMMH’s offers and sales.
167. Owens was an affiliate of Elite because he controlled its capital-raising
process, attended board meetings, and owned close to 20% of its outstanding
common stock.
168. Gunton was an affiliate of Elite because he was a director.
169. Because Gunton and Owens were affiliates, under Rule 144, they were
required to use a registered broker or otherwise comply with the Rule 144 manner of
sale requirements; file Forms 144 with the Commission; and provide certain
information regarding Elite’s business to their resale purchasers.  They failed to
comply with these requirements, and cannot avail themselves of the Rule 144 safe
harbor.
170. Yale was a necessary participant and substantial factor in the RMMH
Offering because she had the tools necessary to issue Elite stock certificates,

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including the means to generate the certificates, as well as the signature stamps of
Tillman and Zia.  Without Yale’s participation, RMMH would not have been able to
secretly sell its shares and issue unauthorized stock certificates to investors.
F. Tillman’s and Zia’s Material Misrepresentations and Omissions
171. Between February 21 and March 28, 2018, Tillman and Zia also made
material misrepresentations to Elite’s investors concerning aspects of Elite’s business.
1. Tillman Misrepresented the Status of a Material Acquisition
172. During a recorded investor conference call in February 2018, Tillman
told investors that Elite had closed an acquisition with Spearman, and was in the
process of integrating the company.
173. Elite had touted the potential acquisition for some time, claiming it
would increase Elite’s revenues.
174. In fact, the Spearman acquisition had not closed at the time of the
conference call and never did close, because Elite failed to make the required
payments.
175. Following the February 2018 conference call, Elite continued to raise
money from investors.
176. Tillman knew at the time of the conference call that Elite had not
completed its payments and was not yet entitled to Spearman’s assets.
177. A reasonable investor would have considered it material that an
acquisition touted as having been significant and completed, had not, in fact been
completed.
178. Tillman knew, or was reckless in not knowing, that he was
misrepresenting that the Spearman acquisition had closed, and that Elite was in the
process of integrating Spearman.
179. Tillman’s state of mind is attributed to Elite, because at all relevant
times, he was a founder, as well an executive officer and director of Elite.
180. Tillman and Elite are the makers of the statement in the investor

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conference call because Tillman was the individual who spoke the statement in the
call and he is an executive officer and director of Elite.
2. Zia Misrepresented the Status of Elite’s Financial Audits
181. During an investor conference call in March 2018, Zia stated that Elite’s
auditors had told the company to wait and include future contracts before finalizing
the audit, so that Elite would be more attractive in a public offering.
182. Zia’s statement was false because (1) at the time of the call, Zia knew
that Elite did not have an auditor, and (2) neither of Elite’s prior two auditors had
made any such statement.
183. In fact, on or about September 27, 2017, in a letter to Elite’s board of
directors regarding issues related to the 2014 audit, Elite’s first auditor cited lack of
audit evidence as a reason for the delay in completing the 2014 audit.
184. On or about January 26, 2018, in a resignation letter, Elite’s second
auditor cited lack of internal controls as one of its reasons for resignation.
185. A reasonable investor would have considered it material that Elite did
not, in fact, have an auditor at the time of Zia’s statements; that past auditors had told
the company that financial audits had been delayed due to a lack of audit evidence;
that auditors had resigned, in part, due to internal control weaknesses; and that no
auditors had told the company to delay completion of Elite’s audits in order to
include future transactions.
186. Following the March 2018 conference call, Elite continued to raise
money from investors.
187. Zia knew, or was reckless in not knowing, that he was misrepresenting
the fact that Elite had an auditor; and that the delay in completing Elite’s financial
audit was because auditors had told the company to delay completion of its audit in
order to include future transactions.
188. Zia’s state of mind is attributed to Elite, because at all relevant times, he
was a founder, as well as an executive officer and director of Elite.

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189. Zia and Elite are the makers of the statement in the investor conference
call because Zia was the individual who made the statement in the call and he was a
founder, as well as an executive officer and director of Elite.

FIRST CLAIM FOR RELIEF
Fraud in Connection with the Purchase or Sale of Securities
Violations of Section 10(b) of the Exchange Act and Rules 10b-5(a) and (c)
(Against All Defendants)
190. The SEC realleges and incorporates by reference paragraphs 1 through
189 above.
191. As alleged above, Defendants Davenport, Elite, Lindstrom, Owens,
Tillman, and Zia engaged in the Boiler Room scheme by, for example, taking steps to
conceal the payment of sales commissions to unregistered brokers, and failing to
accurately disclose the amount of investor funds that would be used to pay Elite’s
offering costs.
192. As alleged above, Defendants Davenport, Lindstrom, and Zia engaged in
a fraudulent scheme to include a false footnote to Elite’s unaudited financial
statements.  For example, Davenport drafted the false footnote, Zia approved it, and
Lindstrom reviewed it and coordinated its distribution at a time when all three
Defendants knew it was false.
193. As alleged above, Defendants Davenport, Gunton, Lindstrom, Owens,
and Yale engaged in a fraudulent scheme to sell RMMH’s Elite shares by, for
example, failing to secure authorization from Elite before conducting the private,
unregistered offering; using Tillmans’s and Zia’s signatures on Elite stock certificates
without permission; and falsely stating that Elite’s transfer agent would issue new
stock certificates.
194. By engaging in the conduct described above, Defendants Davenport,
Elite, Gunton, Lindstrom, Owens, Tillman, Yale, and Zia, and each of them, directly

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or indirectly, in connection with the purchase or sale of a security, and by the use of
means or instrumentalities of interstate commerce, of the mails, or of the facilities of
a national securities exchange, knowingly and recklessly: (a) employed devices,
schemes, or artifices to defraud; and (b) engaged in acts, practices, or courses of
business which operated or would operate as a fraud or deceit upon other persons.
195. By engaging in the conduct described above, Defendants Davenport,
Elite, Gunton, Lindstrom, Owens, Tillman, Yale, and Zia violated, and unless
enjoined will continue to 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) &
240.10b-5(c).
SECOND CLAIM FOR RELIEF
Fraud in Connection with the Purchase or Sale of Securities
Violations of Section 10(b) of the Exchange Act and Rule 10b-5(b)
(Against Tillman, Zia, and Elite)
196. The SEC realleges and incorporates by reference paragraphs 1 through
189 above.
197. As set forth above, Defendants Tillman, Zia, and Elite made material
misrepresentations to investors, including Defendant Tillman’s false statement that
the Spearman acquisition had closed; and Defendant Zia’s false statement that Elite’s
auditors had advised the company to delay finalizing Elite’s financial audit.
198. By engaging in the conduct described above, Defendants Tillman, Zia,
and Elite, directly or indirectly, in connection with the purchase or sale of a security,
and by the use of means or instrumentalities of interstate commerce, of the mails, or
of the facilities of a national securities exchange, knowingly and recklessly, made
untrue statements of a 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.
199. By engaging in the conduct described above, Defendants Tillman, Zia,

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and Elite violated, and unless enjoined will continue to violate, Section 10(b) of the
Exchange Act, 15 U.S.C. § 78j(b), and Rule 10b-5(b) thereunder, 17 C.F.R. §
240.10b-5(b).
THIRD CLAIM FOR RELIEF
Fraud in the Offer or Sale of Securities
Violations of Sections 17(a)(1) and 17(a)(3) of the Securities Act
(Against All Defendants)
200. The SEC realleges and incorporates by reference paragraphs 1 through
189 above.
201. As alleged above, Defendants Davenport, Elite, Lindstrom, Owens,
Tillman, and Zia engaged in a the Boiler Room scheme by, for example, taking steps
to conceal the payment of sales commissions to unregistered brokers, and failing to
accurately disclose the amount of investor funds that would be used to pay Elite’s
offering costs.
202. As alleged above, Defendants Davenport, Lindstrom, and Zia engaged in
a fraudulent scheme to include a false footnote to Elite’s unaudited financial
statements.  For example, Davenport drafted the false footnote, Zia approved it, and
Lindstrom reviewed it and coordinated its distribution at a time when all three
Defendants knew it was false.
203. As alleged above, Defendants Davenport, Gunton, Lindstrom, Owens,
and Yale engaged in a fraudulent scheme to sell RMMH’s Elite shares by, for
example, failing to secure authorization from Elite before conducting the private,
unregistered offering; using Tillman’s and Zia’s signatures on Elite stock certificates
without permission; and falsely stating that Elite’s transfer agent would issue new
stock certificates.
204. By engaging in the conduct described above, Defendants Davenport,
Elite, Gunton, Lindstrom, Owens, Tillman, Yale, and Zia, and each of them, directly
or indirectly, in the offer or sale of securities, and by the use of means or

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instrumentalities of interstate commerce, of the mails, or of the facilities of a national
securities exchange,: (a) knowingly and recklessly employed devices, schemes, or
artifices to defraud; and (b) knowingly, recklessly and negligently engaged in
transactions, practices, or courses of business which operated or would operate as a
fraud or deceit upon the purchaser.
205. By engaging in the conduct described above, Defendants Davenport,
Elite, Gunton, Lindstrom, Owens, Tillman, Yale, and Zia violated, and unless
enjoined will continue to violate, Sections 17(a)(1) and 17(a)(3) of the Securities Act,
15 U.S.C. §§ 77q(a)(1) and § 77q(a)(3).
FOURTH CLAIM FOR RELIEF
Unregistered Offer and Sale of Securities
Violations of Sections 5(a) and 5(c) of the Securities Act
(Against Defendants Owens, Gunton, and Yale)
206. The SEC realleges and incorporates by reference paragraphs 1 through
189 above.
207. RMMH’s sale of Elite shares was not registered with the SEC, and no
exemption to the registration requirements was available.  RMMH was owned and
controlled by Owens at all relevant times.  Gunton solicited investors in the RMMH
Offering.  Yale was a necessary participant and substantial factor in RMMH’s
unregistered sales because she issued the unauthorized stock certificates.
208. By engaging in the conduct described above, Defendants Owens,
Gunton, and Yale, and each of them, directly or indirectly, singly and in concert with
others, has made use of the means or instruments of transportation or communication
in interstate commerce, or of the mails, to offer to sell or to sell securities, or carried
or caused to be carried through the mails or in interstate commerce, by means of
instruments of transportation, securities for the purpose of sale or for delivery after
sale, when no registration statement had been filed or was in effect as to such
securities, and when no exemption from registration was applicable.

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209. By engaging in the conduct described above, Defendants Owens,
Gunton, and Yale violated, and unless enjoined will continue to violate, Sections 5(a)
and 5(c) of the Securities Act, 15 U.S.C. §§ 77e(a) and 77(e)(c).
FIFTH CLAIM FOR RELIEF
Unregistered Broker-Dealer
Violation of Section 15(a) of the Exchange Act
(Against Defendant Owens)
210. The SEC realleges and incorporates by reference paragraphs 1 through
189 above.
211. As alleged above, Owens acted as an unregistered broker by, among
other things, setting up and controlling a boiler room, providing leads to Elite’s
salespeople, hiring sales representatives to solicit investors, drafting and reviewing
sales scripts, and controlling the collection of investor funds and paperwork.
212. By engaging in the conduct described above, Owens made use of the
mails or means or instrumentalities of interstate commerce to effect transactions in, or
to induce or attempt to induce the purchase or sale of securities, without being
registered as a broker in accordance with Section 15(b) of the Exchange Act, 15
U.S.C. § 78o(b).
213. By engaging in the conduct described above, Defendant Owens violated,
and unless restrained and enjoined will continue to violate, Section 15(a) of the
Exchange Act, 15 U.S.C. § 78o(a).
PRAYER FOR RELIEF
WHEREFORE, the SEC respectfully requests that the Court:
I.
Issue findings of fact and conclusions of law that Defendants committed the
alleged violations.
II.
Issue judgments, in forms consistent with Rule 65(d) of the Federal Rules of

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Civil Procedure:
(a)  permanently enjoining Davenport, Elite, Gunton, Lindstrom, Owens,
Tillman, Yale, and Zia and their officers, agents, servants, employees and
attorneys, and those persons in active concert or participation with any of them,
who receive actual notice of the judgment by personal service or otherwise,
and each of them, from violating Section 17(a) of the Securities Act, 15 U.S.C.
§ 77q(a), and Section 10(b) of the Exchange Act, 15 U.S.C. § 78j(b), and Rule
10b-5 thereunder, 17 C.F.R. § 240.10b-5;
(b) permanently enjoining Gunton, Owens, and Yale and their officers,
agents, servants, employees and attorneys, and those persons in active concert
or participation with any of them, who receive actual notice of the judgment by
personal service or otherwise, and each of them, from violating Sections 5(a)
and 5(c) of the Securities Act, 15 U.S.C. §§ 77e(a) and 77e(c), and
(c)  permanently enjoining Owens, his officers, agents, servants,
employees and attorneys, and those persons in active concert or participation
with any of them, who receive actual notice of the judgment by personal
service or otherwise, and each of them, from violating Section 15(a) of the
Exchange Act, 15 U.S.C. § 78o(a).
III.
Order Defendants to disgorge all funds received from their illegal conduct,
together with prejudgment interest thereon pursuant to Exchange Act Sections
21(d)(5) and 21(d)(7) [15 U.S.C. §§ 78u(d)(5) and 78u(d)(7)].
IV.
Order Defendants to pay civil penalties under Section 20(d) of the Securities
Act, 15 U.S.C. § 77t(d), and Section 21(d)(3) of the Exchange Act, 15 U.S.C. §
78u(d)(3).
V.
Enter an order against Defendants Davenport, Gunton, Lindstrom, Owens,

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Tillman, and Zia pursuant to Section 20(e) of the Securities Act and Section 21(d)(2)
of the Exchange Act, 15 U.S.C. § 77t(e) and 15 U.S.C. § 78u(d)(2), prohibiting them
from acting as an officer or director of any issuer that has a class of securities
registered pursuant to Section 12 of the Exchange Act, 15 U.S.C. § 78l, or that is
required to file reports pursuant to Section 15(d) of the Exchange Act, 78 U.S.C. §
78o(d).
VI.
Enter an order against Defendants Davenport, Gunton, Lindstrom, Owens,
Tillman, Yale, and Zia prohibiting them from participating in any offering of penny
stock pursuant to Section 20(g) of the Securities Act, 15 U.S.C. § 77t(g), and Section
21(d)(6) of the Exchange Act, 15 U.S.C. § 78u(d)(6).
VII.
Retain jurisdiction of this action in accordance with the principles of equity and
the Federal Rules of Civil Procedure in order to implement and carry out the terms of
all orders and decrees that may be entered, or to entertain any suitable application or
motion for additional relief within the jurisdiction of this Court.
VIII.
Grant such other and further relief as this Court may determine to be just and
necessary.

Dated:  August 31, 2021

/s/ Kathryn Wanner
Kathryn C. Wanner
Attorney for Plaintiff
Securities and Exchange Commission

8/31/2021CM/ECF - California Central District
https://ecf.cacd.uscourts.gov/cgi-bin/Dispatch.pl?1549333324038751/1
Complaints and Other Initiating Documents
8:21-cv-01427 Securities and Exchange Commission v. Davenport et al
UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
Notice of Electronic Filing
The following transaction was entered by Wanner, Kathryn on 8/31/2021 at 3:30 PM PDT and filed on 8/31/2021
Case Name:Securities and Exchange Commission v. Davenport et al
Case Number:8:21-cv-01427
Filer:Securities and Exchange Commission
Document Number:1
Docket Text:
COMPLAINT No Fee Required - US Government, filed by Plaintiff Securities and Exchange
Commission. (Attorney Kathryn C Wanner added to party Securities and Exchange
Commission(pty:pla))(Wanner, Kathryn)
8:21-cv-01427 Notice has been electronically mailed to:
Kathryn C Wanner     [email protected], [email protected], [email protected], [email protected]
8:21-cv-01427 Notice has been delivered by First Class U. S. Mail or by other means BY THE FILER to :
The following document(s) are associated with this transaction:
Document description:Main Document
Original filename:C:\fakepath\Elite Complaint FINAL 20210831.pdf
Electronic document Stamp:
[STAMP cacdStamp_ID=1020290914 [Date=8/31/2021] [FileNumber=32543956-0
] [0ac1bc640fabe0333ef716a5b30c03b05da03d241b569b910b1067991d4990604a1
e58f53051a6fedbce928efbd3cd0bd5d24784fddc5e32baf0adbeb4a4acb5]]

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KATHRYN C. WANNER (Cal. Bar No. 269310) 
Email:  [email protected] 
SARA D. KALIN (Cal. Bar No. 212156) 
Email:  [email protected] 

Attorneys for Plaintiff 
Securities and Exchange Commission 
Michele Wein Layne, Regional Director 
Alka Patel, Associate Regional Director 
Amy J. Longo, Regional Trial Counsel 
444 S. Flower Street, Suite 900 
Los Angeles, California 90071 
Telephone: (323) 965-3998 
Facsimile: (213) 443-1904 

UNITED STATES DISTRICT COURT 
CENTRAL DISTRICT OF CALIFORNIA 

SECURITIES AND EXCHANGE 
COMMISSION, 

Plaintiff, 

vs. 

DAWSON L. DAVENPORT; ELITE 
AEROSPACE GROUP, INC. f/k/a 
ELITE AVIATION PRODUCTS, 
INC.; ROBERT A. GUNTON; 
ANDREA J. LINDSTROM; 
MICHAEL P. OWENS; DUSTIN B. 
TILLMAN; JULIE A. YALE; and 
ZEESHAWN S. ZIA 

Defendants. 

Case No. 

COMPLAINT 

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Plaintiff Securities and Exchange Commission (“SEC”) alleges: 

JURISDICTION AND VENUE 

1. The Court has jurisdiction over this action pursuant to Sections 20(b), 

20(d)(1), and 22(a) of the Securities Act of 1933 (“Securities Act”), 15 U.S.C. §§ 

77t(b), 77t(d)(1), and 77v(a); and Sections 21(d)(1), 21(d)(3)(A), 21(e), and 27(a) of 

the Securities Exchange Act of 1934 (“Exchange Act”), 15 U.S.C. §§ 78u(d)(1), 

78u(d)(3)(A), 78u(e), and 78aa. 

2. Defendants have, directly or indirectly, made use of the means or 

instrumentalities of interstate commerce, 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.  

3. Venue is proper in this district pursuant to Section 22(a) of the Securities 

Act, 15 U.S.C. § 77v(a); and Section 27(a) of the Exchange Act, 15 U.S.C. § 78aa(a), 

because certain of the transactions, acts, practices and courses of conduct constituting 

violations of the federal securities laws occurred within this district.  In addition, 

venue is proper in this district because all of the individual Defendants reside in this 

district, and Defendant Elite Aerospace Group, Inc. has its principal place of business 

in this district. 

SUMMARY 

4. This matter concerns two overlapping fraudulent schemes, both 

involving the sale of Elite Aerospace Group, Inc. (“Elite”) securities.   

5. The “Boiler Room Scheme” raised approximately $67 million between 

2014 and 2018, and involved Elite paying undisclosed commissions to salespeople 

who solicited investments in Elite, as well as more than $35,000 per week to entities 

controlled by securities fraud recidivist Michael Owens for “consulting services” 

primarily related to the offering, but misleadingly disguised as marketing fees. 

6. Owens controlled the boiler room operation in Elite’s offices, but was 

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assisted by his affiliates, Dawson Davenport (also a securities fraud recidivist), 

Robert Gunton, Andrea Lindstrom and Julie Yale (with Owens, the “Owens Group”).  

Elite’s founders and executive officers, Dustin Tillman and Zeeshawn Zia, authorized 

the Owens Group to manage Elite’s capital-raising activities, and were aware of the 

boiler room activities.   

7. As part of the Boiler Room Scheme, Owens, Davenport, Lindstrom, 

Tillman, and Zia engaged in deceptive conduct involving the concealment of 

commissions to salespeople who solicited investments in Elite, and the failure to 

disclose the true amount of investor proceeds that Elite spent on offering costs.  In 

addition, Owens acted as an unregistered broker by, for example, setting up and 

controlling the boiler room, and providing lead lists to Elite’s salespeople. 

8. By 2018, Davenport, Lindstrom, Tillman and Zia continued the scheme 

to defraud investors by making false statements in Elite’s unaudited financial 

statements about alleged acquisitions in the second quarter of Elite’s 2018 fiscal year. 

9. During the course of the Boiler Room Scheme Tillman, and Zia also 

made affirmative misrepresentations to investors regarding the status of Elite’s audits 

and acquisition activity. 

10. The “RMMH Scheme” involved Owens’ entity, RMMH, LLC 

(“RMMH”), selling approximately $2 million of unregistered Elite common stock in 

2017, and issuing Elite stock certificates to about 20 purchasers without the 

knowledge or authorization of Tillman and Zia.   

11. The Owens Group maintained Elite’s stock ledger and issued its stock 

certificates.  This allowed them to secretly sell unregistered Elite shares owned by 

RMMH.  The stock purchase agreements used in the RMMH offering indicated that 

Elite’s transfer agent would cancel RMMH’s old shares and issue new ones in the 

names of the purchasing investors.  In reality, Elite had no transfer agent.  Yale was 

the person responsible for issuing Elite’s stock certificates, and had the ability to 

generate the certificates.  As part of Elite’s stock offerings, she issued Elite stock 

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certificates with the authorization of Tillman and Zia, and had their permission to use 

signature stamps on the certificates when necessary.  She did not have the same 

authorization for RMMH’s offering, but generated Elite stock certificates and used 

the signature stamps in the same way.        

12. As part of the RMMH Scheme, Owens, Davenport, Gunton, Lindstrom, 

and Yale engaged in deceptive conduct including failing to inform Tillman and Zia 

about the offering, misrepresenting to purchasers that Elite’s transfer agent would 

issue their stock certificates, and being involved with the issuance of unauthorized 

stock certificates.   

13. In addition, Owens, Gunton, and Yale violated the registration 

provisions of the Securities Act by offering unregistered securities to investors 

without complying with the requirements of any applicable exemptions.    

14. By this conduct, Defendants Davenport, Elite, Gunton, Lindstrom, 

Owens, Tillman, Yale, and Zia violated Sections 17(a)(1) and 17(a)(3) of the 

Securities Act, 15 U.S.C. §§ 77q(a)(1) and 77q(a)(3); Section 10(b) of the Exchange 

Act, 15 U.S.C. § 78j(b); and Exchange Act Rules 10b-5(a) and 10b-5(c), 17 C.F.R. §§ 

240.10b-5(a) and 240.10b-5(c).  Defendants Elite, Tillman, and Zia violated Section 

10(b) of the Exchange Act, 15 U.S.C. § 78j(b); and Exchange Act Rule 10b-5(b), 17 

C.F.R. §§ 240.10b-5(b).  Defendants Gunton, Owens, and Yale violated Sections 5(a) 

and 5(c) of the Securities Act, 15 U.S.C. §§ 77e(a) and 77e(c).  Finally, Defendant 

Owens violated Section 15(a)(1) of the Exchange Act, 15 U.S.C. § 78o(a)(1). 

15. The SEC seeks permanent injunctions, disgorgement with prejudgment 

interest, and civil penalties against Defendants Davenport, Elite, Gunton, Lindstrom, 

Owens, Tillman, Yale, and Zia; penny stock bars against Defendants Davenport, 

Gunton, Lindstrom, Owens, Tillman, Yale, and Zia; and officer and director bars 

against Davenport, Gunton, Lindstrom, Owens, Tillman, and Zia.    

  

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THE DEFENDANTS 

16. Dawson L. Davenport, age 65, is a resident of Irvine, California.  

Davenport is the principal of Davenport Consulting Group, Inc., a private California 

corporation headquartered in Irvine, California that allegedly provides business 

consulting and real estate services.  In 2007, the SEC charged Davenport with 

registration and antifraud violations for his involvement with a boiler room securities 

fraud, and he settled to all charges in 2009.   

17. Elite Aerospace Group, Inc. (f/k/a Elite Aviation Products, Inc.), is a 

Delaware corporation headquartered in Tustin, California.  Elite designs, 

manufactures, and sells components for rockets, spacecraft, aircraft, and satellites.    

18. Robert A. Gunton, age 38, resides in Tustin, California.  Gunton is the 

sole officer and director of Big Gun Creative, Inc., a California corporation 

headquartered in Irvine, California that provides media production services.         

19. Andrea J. Lindstrom, age 42, resides in Anaheim, California.  

Lindstrom is the sole officer and director of Edge of the Desert, Inc., a California 

corporation headquartered in Anaheim, California that allegedly provides business 

consulting services. 

20. Michael P. Owens, age 57, resides in Newport Coast, California.  

Owens is a principal of several entities, most of which are purportedly in the business 

of media and marketing.  The SEC charged Owens in 2007 with perpetrating a $50 

million offering fraud and running a boiler room, and subsequently barred him from 

associating with a broker or dealer. 

21. Dustin B. Tillman, age 38, resides in San Juan Capistrano, California.  

Tillman was one of Elite’s founders, and was its CEO and a director from inception 

of Elite through his resignation in January 2021. 

22. Julie A. Yale, age 57, resides in Laguna Hills, California, and owns 

Yale Entity Services Corp., a bookkeeping service. 

23. Zeeshawn S. Zia, age 42, resides in Yorba Linda, California.  Zia was 

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one of Elite’s founders, is the current CEO, and has been an Elite director since its 

inception. 

THE ALLEGATIONS 

A. Background 

24. In 2007, the SEC charged Owens and Davenport with securities fraud 

and registration violations for their involvement in a boiler room scheme.  The 

complaint in SEC v. Real Estate Partners Inc. et al, Case No. SACV 07-1022 AG 

(RNBx) (C.D. Cal., filed Sept. 6, 2007) included allegations that Owens and 

Davenport misrepresented how investor funds would be used, and failed to disclose 

that over 50% of investor funds were used to pay sales commissions.  The complaint 

also alleged additional misrepresentations by Owens and Davenport, and further 

alleged that the company involved was running a Ponzi-like scheme.  Owens was also 

charged with acting as an unregistered broker, in violation of the SEC’s broker-dealer 

registration requirements.    

25. Davenport settled to all charges in SEC v. Real Estate Partners Inc. in 

2009.  As part of the settlement, he consented to permanent injunctions prohibiting 

him from violating Sections 5 and 17(a) of the Securities Act, and Section 10(b) of 

the Exchange Act and Rule 10b-5.   In a final judgment, the district court ordered 

Davenport to pay disgorgement plus prejudgment interest of $368,063.53 and a 

penalty of $256,667.27.  Davenport has not paid anything on either the disgorgement 

or penalty ordered by the court. 

26. Owens also settled to all charges in SEC v. Real Estate Partners Inc.in 

2009.  As part of the settlement, he consented to permanent injunctions prohibiting 

him from violating Sections 5 and 17(a) of the Securities Act, and Sections 10(b) and 

15(a) of the Exchange Act and Rule 10b-5.  In a final judgment, the district court 

ordered Owens to pay disgorgement plus prejudgment interest of $4,816,535.88 that 

was reduced to $45,993.98 based on Owen’s sworn representations in his Statement 

of Financial Condition.  Owens paid the $45,993.98.  In a separate SEC order, Owens 

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was barred from association with any broker or dealer as a result of the permanent 

injunction prohibiting him from violating Section 15(a) of the Exchange Act (acting 

as an unregistered broker). 

27. In 2013, Owens met Tillman through a social connection.  At the time, 

Tillman was working in the aerospace industry and hoped to start an aerospace 

company with his friend and colleague, Zia.  Neither he nor Zia had experience 

running a business or raising capital. 

28. Owens told Tillman that he provided a plug-and-play solution to new 

companies, and that he and his affiliates, including Davenport, Gunton, Lindstrom, 

and Yale, could take care of fundraising, bookkeeping, information technology, 

marketing, legal issues, and other administrative tasks.  According to Owens, these 

services would allow Tillman and Zia to spend more time focused on growing their 

business. 

29. Tillman and Zia decided to work with Owens, and in 2013 they founded 

Elite Aviation Products, Inc. (which subsequently became known as Elite Aerospace 

Group, Inc.) with initial financing provided by Owens.  As part of the arrangement, 

Tillman and Zia agreed to pay Owens a large weekly consulting fee, and issue him 

Elite common stock.  

30. Owens initially used his company RealMedia Marketing, Inc. 

(“RealMedia”), as the entity providing services to Elite.   

31. Lindstrom and Gunton were officers of RealMedia, but Owens 

controlled the company through his ownership.   

32. RealMedia entered into a consulting agreement with Elite in 2014, and 

the agreement was updated in 2015.   

33. In or around late 2016, Owens formed a new business, Evolution 

Consulting Services, Inc., which effectively took over RealMedia’s business, 

performed substantially identical services, and involved the same primary individuals  

(collectively with RealMedia, “Evolution”). 

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34. Lindstrom and Gunton were officers of Evolution and allegedly owned 

10% each, but Owens controlled the company through his 80% ownership.   

35. In early 2017, Elite entered into a consulting agreement with Evolution.   

36. The consulting agreements between Evolution and Elite (the “Consulting 

Agreements”) outlined the services Evolution would provide Elite, and required Elite 

to pay Evolution approximately $35,000 - $40,000 per week.  Under the terms of the 

later agreements, Elite was required to let Evolution appoint two of Elite’s five board 

members.    

37. Over the next several years, the Owens Group was involved in multiple 

aspects of Elite’s business.  The Owens Group controlled Elite’s capital raising 

functions.  Owens and Davenport attended Elite board meetings as board advisors 

and weighed in on most significant aspects of the business.   

38. Evolution exercised its right to appoint two board members, and Gunton 

and Lindstrom joined Elite’s board of directors in 2016 and 2017, respectively. 

39. Tillman and Zia began having significant disagreements with the Owens 

Group in or around 2017.  In July 2018, Elite terminated its consulting agreement 

with Evolution.   

40. Gunton and Lindstrom resigned as board directors in early 2019 

following a shareholder vote regarding their removal. 

B. Elite’s Securities Offerings 

41. Beginning in or around 2014, Elite began raising capital by selling Elite 

stock to investors.  Between 2014 and 2018, over $67 million of Elite securities were 

sold to investors. 

42. At least some of Elite’s investors were solicited through e-mail 

communications. 

43. At least some Elite’s investors made interstate electronic transfers of 

funds to purchase Elite’s securities. 

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C. The Boiler Room Scheme 

44. Between 2014 and summer 2018, the Owens Group controlled Elite’s 

capital raising efforts.  Over this period, the Owens Group managed numerous 

salespeople at a time, none of whom were registered with the SEC as broker-dealers 

or associated with a registered broker-dealer. 

45. The salespeople made unsolicited calls to potential investors using call 

leads provided by one of Owens’ entities.   

46. The salespeople’s primary function was to solicit investments in Elite. 

47. The salespeople generally received commissions equal to 15% of each 

new investment, and 10% of re-investments.  “Fronters,” who initially spoke with a 

potential investor, received 5%; and “closers,” who closed the deal, received 10%.  If 

the same person was both the fronter and closer, they received 15%.   

48. The salespeople were also offered additional incentives, like vacations, 

electronics, or cash, if they hit specific sales goals.   

49. The salespeople were fired if they didn’t meet certain sales requirements. 

50. Although the Owens Group was running a boiler room out of Elite’s 

offices, Owens structured his operation in a way that made it falsely appear to be 

compliant with the securities laws, and controlled by Elite – not Owens or his entities. 

1. Concealed Commissions 

51. Because he had previously been charged by the SEC for acting as an 

unregistered broker, Owens knew there was potential liability associated with paying 

unregistered salespeople commissions for soliciting investments.   

52. Instead of calling the salespeople’s compensation “commissions,” 

Owens referred to them as discretionary, or performance bonuses, and instructed 

others to do so, as well.   

53. For example, in an email on or about November 7, 2015 regarding 

another small business that Tillman had referred to Owens, the small business owners 

asked Tillman how much Elite paid in sales commissions, and included in the subject 

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line of the email, “Sales Commission Question.”  Tillman forwarded the email to 

Owens, Davenport, and Gunton, and asked in his email, “did you guys have the 

‘salesmen do not make commissions’ conversation with them?”  Owens responded by 

saying: 

[y]eah, But they’re Transitioning and trying to equate a number they 
were already Given.  Any performance bonus is at the floor Managers 
discretion and effectively Mirrors [Elite’s] (not a commission) Told 
them it would be in their use of Proceeds. [sic] 

 

54. The salespeople’s compensation was also largely undocumented. 

55. Davenport helped perpetrate the fraud by coordinating the production of 

false and backdated documents to auditors. 

56. In fall 2016, Elite was trying to get its financial statements audited in 

preparation for a public offering.  The auditors asked for documentation explaining 

payments that had been made to a few of Elite’s salespeople in January 2015.   

57. On or around November 14, 2016, Davenport created four different 

letters on Elite letterhead, addressed to the salespeople in which the auditors were 

interested.    

58. All of the letters bore dates in January 2015 – over a year-and-a-half 

before.   

59. In addition, Davenport included language in the letters falsely stating 

that the salespeople were receiving discretionary awards and bonuses suggested by 

“operational management” and based on extraordinary effort or dedication.   

60. He made no mention of commissions or investor solicitation in the 

letters, even though the individuals at issue were salespeople who solicited 

investments in Elite and received sales commissions on each investment they closed.      

61. On or about November 14, 2016, Davenport forwarded the four 

fabricated letters to Yale, asking her to add Tillman’s signature to the letters.   

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62. Two days later, Yale emailed the letters to an accounting department 

employee with a copy to Davenport and Zia, asking her to get Tillman’s signatures.  

The letters bearing Tillman’s signature were sent to the auditors the following day by 

another Elite accounting department employee. 

63. Tillman and Zia also engaged in deceptive conduct to conceal Elite’s 

payment of commissions to the salespeople.   

64. During a second audit in 2017, a new set of auditors began asking 

questions about how Elite’s salespeople were compensated.   

65. After some discussions in or around summer 2017 involving Tillman, 

Zia, the auditors and Elite’s lawyer, the parties agreed that Elite’s lawyer at the time 

review the issue and provide the audit firm with a securities law analysis regarding 

Elite’s payments to unregistered salespeople. 

66.   Both Tillman and Zia knew that the salespeople’s primary – and often 

only – duty at Elite was to solicit investments.  They also knew that the salespeople 

received transaction-based compensation, and that the salespeople regularly “closed” 

investments.   

67. Nevertheless, Tillman and Zia signed a representation to the law firm 

stating: 

 

[n]o compensation paid to any [salesperson] is linked to or dependent upon a 

transaction in securities by [Elite].  No such employee is ever paid a selling 

commission or other remuneration based either directly or indirectly on 

transactions in securities.  

 

68. The representation letter further stated that the salespeople were 

restricted in their participation in Elite’s securities offering, and implied that only 

Tillman and Zia closed investment transactions.  Finally, the letter stated that the 

salespeople primarily perform, or will primarily perform substantial duties for Elite 

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other than in connection with the securities offerings. 

2. The Owens Group’s Concealed Control 

69. The Owens Group also engaged in deceptive conduct by concealing the 

extent of their involvement in Elite’s capital-raising process.   

70. For example, Owens required all of the salespeople to be Elite 

employees on paper and paid directly by Elite, even though they were hired, fired, 

and managed by Evolution personnel or other Owens affiliates. 

71. Evolution’s consulting agreements with Elite also minimized 

Evolution’s involvement with investor solicitation.   

72. For example, the 2015 consulting agreement between Evolution and 

Elite includes statements like, “[Evolution] is not licensed to and does not in any way 

market or sell securities of any kind.” 

73. Davenport drafted the 2015 consulting agreement between Evolution 

and Elite, and Owens reviewed and had ultimate control over the agreement.   

74. Lindstrom was the person at Evolution who was primarily responsible 

for the administrative and compliance services that Evolution provided to Elite. 

75. Lindstrom assisted in drafting a description of the “Administrative” and 

“Compliance” services portion of the 2015 consulting agreement between Evolution 

and Elite.   

76. Significant parts of these descriptions were false.  They stated that Elite 

was required to have its own investor relations supervisor, and that Evolution only 

assisted such person and was not involved in promoting Elite’s offerings or acting as 

an investor relations representative.  In reality, Lindstrom controlled the investor 

relations department and sent and received emails using Elite’s investor relations 

email address.  Lindstrom also knew that Evolution controlled Elite’s securities 

offering process, as she helped oversee the sales floor and announced new bonus 

incentives. 

77. Davenport knew that the consulting agreement falsely concealed the 

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amount of control Evolution had with respect to Elite’s business, and the fact that 

Evolution controlled Elite’s capital-raising functions.   

78. For example, a week before the 2015 consulting agreement was signed, 

Davenport was copied on the “Sales Commission Question” e-mail described above, 

and about a year later, he falsified and back-dated documents sent to Elite’s auditors 

to hide compensation related to investor solicitation.      

79. Owens knew that the consulting agreement falsely concealed the amount 

of control Evolution had over Elite’s business because Evolution was his company, 

his plug-and-play solution involved handling all aspects of the capital-raising process, 

and he ultimately controlled Elite’s sales floor.  

80. In 2017, Evolution and Elite entered into a new consulting agreement 

which contained language similar to the 2015 agreement that concealed Evolution’s 

control over Elite and Elite’s sales floor.   

81. Davenport was primarily responsible for drafting and updating the 

agreement. 

82. Other members of the Owens Group, including Owens and Lindstrom, 

reviewed the document.    

3. False Disclosures Regarding Use of Proceeds and Payment of 

Commissions 

83. Owens, Davenport, Lindstrom, Tillman, and Zia also misrepresented or 

omitted information regarding the use of investor proceeds and the payment of 

commissions in Elite’s offering prospectuses. 

84. The prospectuses at issue were dated July 15, 2014, October 19, 2015, 

August 15, 2016, September 1, 2017, and April 2, 2018 (collectively, the 

“Prospectuses”). 

85. The specific securities offered in each prospectus varied.  For example, 

the August 15, 2016 prospectus offered Series A Preferred Stock; the September 1, 

2017 prospectus offered Series A-1 Preferred Stock; and the April 2, 2018 prospectus 

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offered Series A-1 Preferred Stock. 

86. All of the Prospectuses offered securities to investors and each 

Prospectus stated that the offering was being made pursuant to Rule 506(c) of the 

Securities Act of 1933. 

87. As part of Owens’ plug-and-play solution, the Owens Group engaged 

attorneys they had worked with in the past to assist with Elite’s Prospectuses, and 

Owens, Davenport, Lindstrom and Yale were routinely copied on e-mails regarding 

Elite’s prospectuses. 

88. The attorneys provided Elite with templates for its prospectuses.  

89.  Davenport was primarily responsible for filling in the offering-specific 

information, including the use of proceeds disclosure.   

90. The disclosure did not reveal that approximately 15% of investments 

would be used to pay investment-related commissions, or that close to 30% of 

investment proceeds were used to pay offering costs. 

91. Although Tillman and Zia relied on the Owens Group to help draft the 

Prospectuses, coordinate with attorneys, and distribute the Prospectuses to investors, 

because they were Elite’s executives, they had ultimate authority over the content of 

the Prospectuses.   

92. Tillman and Zia reviewed and approved the Prospectuses before they 

were distributed.   

93. Lindstrom helped coordinate the review and approval process before 

uploading final documents to Elite’s website investor portal. 

94. Owens, Davenport, Lindstrom, Tillman, and Zia all knew, or were 

reckless or negligent in not knowing, that the “Use of Proceeds” disclosure in the 

Prospectuses was false, because they knew about the sales commissions and large 

payments to Evolution. 

95. In carrying out the Boiler Room Scheme, Davenport knew, or was 

reckless or negligent in not knowing, that he was concealing the payment of 

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commissions to unregistered brokers, and was involved in distributing false use of 

proceeds information to investors. 

96. In carrying out the Boiler Room Scheme, Lindstrom knew, or was 

reckless or negligent in not knowing, that she was concealing Evolution’s role in 

Elite’s capital raising process, and was involved in distributing false use of proceeds 

information to investors. 

97. In carrying out the Boiler Room Scheme, Owens knew, or was reckless 

or negligent in not knowing, that he was concealing his control of Elite’s capital-

raising process, concealing the payment of commissions to unregistered brokers, and 

was involved in distributing false use of proceeds information to investors. 

98. In carrying out the Boiler Room Scheme, Tillman knew, or was reckless 

or negligent in not knowing, that he was concealing the payment of commissions to 

unregistered brokers, and was involved in distributing false use of proceeds 

information to investors.   

99. In carrying out the Boiler Room Scheme, Zia knew, or was reckless or 

negligent in not knowing, that he was concealing the payment of commissions to 

unregistered brokers, and was involved in distributing false use of proceeds 

information to investors. 

100. Tillman’s and Zia’s state of mind is attributed to Elite, because at all 

relevant times, they were the founders of the company, as well as executive officers 

and directors. 

101. Defendants’ false and misleading statements to investors are material.  A 

reasonable investor would have considered it important to know that Elite was using 

investor funds to pay sales commissions to unregistered salespeople, and was using a 

higher percentage of investor funds to pay offering costs than it disclosed.  

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4. Scheme to Include False Footnote to Unaudited Financial 

Statements 

102. In May 2018, Elite began another offering, using a new prospectus dated 

April 2, 2018.  As part of the prospectus review process in April 2018, Davenport 

added the following footnote to Elite’s unaudited financial statements.   

 

Note: There were two acquisitions slated for completion in mid to late 2017 

that were delayed until Q2 2018. These acquisitions were projected to add to 

the effective gross revenue of the company. The resultant delay reduced booked 

revenue by over $15,000,000 annually. Once these transactions are completed 

the acquisitions are projected to have a material positive effect on the financial 

position of the company. 

 

103. The language above was false because on March 15, 2018, Elite’s board 

had voted to implement several procedures that would effectively stop all acquisition 

activity until Elite met certain financial targets that it was nowhere near attaining.  In 

addition, by March 2018, Elite had stopped making the payments required to close 

the pending acquisition of Spearman Aerospace, Inc. (“Spearman”), had sought to 

terminate the Spearman acquisition agreement, and was not seriously considering any 

additional acquisitions at the time.   

104. Davenport knew the footnote was false.  He attended the March 2018 

board meeting, and had pressured Tillman to terminate the Spearman acquisition 

agreement shortly before the meeting.  Furthermore, the date of the prospectus was 

April 2, 2018 – a date on which no one at Elite could have reasonably expected two 

significant acquisitions to close in the second quarter of Elite’s 2018 fiscal year, 

which ended June 30, 2018.  As of April 2, 2018, Elite had ceased making payments 

to Spearman and had sought termination of the Spearman agreement and the return of 

its funds.  It had also taken board action to curtail acquisition activity, and had no 

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other acquisitions close to being consummated by June 30, 2018.      

105. After adding the footnote, Davenport exchanged multiple e-mails with 

Lindstrom and Zia highlighting the language he added.  Zia approved the final 

prospectus with the footnote on May 21, 2018, at which point closing two 

acquisitions by June 30 was even more unlikely, given the passage of time and the 

lack of any new acquisition developments.  Lindstrom then coordinated the 

distribution of the prospectus to prospective investors. 

106. Lindstrom knew the footnote was false because she had attended the 

March 15, 2018 board meeting, and had either motioned for, or seconded the actions 

restricting acquisition activity.  In addition, the acquisition restrictions were 

something the Owens Group wanted, and on the day of the board meeting, Lindstrom 

circulated an email regarding “EAG Board Concerns” to other members of the Owens 

Group.  As part of the email, she proposed the question, “[n]ow that we know that 

DSS1 is off the table and Spearman is off the table, what legal actions are we going to 

take against both?”      

107. Zia knew the footnote was false because he attended the March 15, 2018 

board meeting, voted in favor of the acquisition restrictions, and motioned to file a 

lawsuit against DSS.  Zia was also the President of Elite and knew, or should have 

known, that Elite had ceased making payments to Spearman and was seeking to 

terminate the Spearman acquisition agreement.   

108. In carrying out this fraud, Davenport knew, or was reckless or negligent 

in not knowing, that he was involved in falsely representing to Elite investors that 

two significant acquisitions were expected to close by June 30, 2018. 

109. In carrying out this fraud, Lindstrom knew, or was reckless or negligent 

in not knowing, that she was involved in falsely representing to Elite investors that 

two significant acquisitions were expected to close by June 30, 2018. 

                                           
1 Douglas Steel Supply (“DSS”) was another acquisition that Elite was considering in 
early 2018. 

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110. In carrying out this fraud, Zia knew, or was reckless or negligent in not 

knowing, that he was involved in falsely representing to Elite investors that two 

significant acquisitions were expected to close by June 30, 2018. 

111. Zia’s state of mind is attributed to Elite, because at all relevant times, he 

was a founder of the company, as well as an executive officer and director. 

5. Owens Acted as an Unregistered Broker 

112. During the Boiler Room Scheme, Owens acted as an unregistered broker 

for Elite’s securities offerings.   

113. He provided a plug-and-play solution for Elite that included setting up 

and running a boiler room used to solicit investments in the company, as well as 

ensuring that the salespeople received transaction-based compensation. 

114. Owens also has a history of setting up boiler rooms for other issuers and 

selling their securities, including the conduct for which he was charged by the SEC in 

2007. 

115. Owens helped solicit Elite investors by being involved in phone calls 

and meetings with Tillman, Zia, and potential investors. 

116. Owens also provided marketing and advertising services for Elite 

through his entity, Evolution. 

117. In addition, Owens made valuations about Elite’s stock in the form of 

price targets included in solicitation scripts that he helped draft and distribute to 

Elite’s salespeople. 

118. Owens was also an active finder of investors because he used one of his 

other entities to provide lead lists to Elite’s salespeople. 

119. He regularly participates in securities transactions, as evidenced by his 

past conduct, as well as a more recent venture with other members of the Owens 

Group.   

120. For example, on January 14, 2020, a cannabis-related entity called 

CertCan Labs, Inc. (“CertCan”) made a filing with the SEC disclosing that it was 

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conducting an $18,000,000 private offering of securities.  Both Owens and Gunton 

were listed as directors, and Davenport’s 27-year-old daughter, Dallas Davenport, 

purportedly signed the filing as CertCan’s President.  Yale made a CertCan corporate 

filing with California in June 2019, and filed another Statement of Information on 

February 25, 2021.   

121. Finally, during the Boiler Room Scheme, Owens engaged in other 

activities similar to a broker.  For example, he used other members of the Owens 

Group to process investor subscription paperwork and handle investment funds.  He 

also received “consulting fees” through his entity, Evolution, for work in connection 

with Elite’s offerings. 

122. Owens never registered with the SEC in accordance with Section 15(b) 

of the Exchange Act and was not associated with a registered broker-dealer during 

any of Elite’s offerings.    

D. The RMMH Scheme 

123. Pursuant to the terms of the Consulting Agreements, Elite issued 

approximately 20% of its unregistered common stock to Owens or entities he 

controlled. 

124. RMMH is an entity owned and controlled by Owens at all relevant 

times. 

125. As of late 2016, RMMH held approximately 18,000,000 unregistered 

shares of Elite’s common stock, which doubled following a reorganization that Elite 

completed in March 2017. 

126. In or around December 2016, the Owens Group began soliciting 

investors to purchase unregistered Elite shares from RMMH at a discount to the price 

of shares in Elite’s offerings (the “RMMH Offering”).   

127. For example, most of the common shares RMMH sold were priced at 

$.375 per share.  At the same time, Elite was offering Series A Preferred shares, 

which were immediately convertible to common stock at a one-to-one ratio, for $.50 

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per share.   

128. RMMH sold a total of approximately 5.5 million shares of Elite common 

stock for an aggregate of approximately $2 million to approximately 20 investors in 

five different states between December 2016 and December 2017.  These share 

numbers are on an as-converted basis following Elite’s business reorganization in 

March 2017. 

129.  The Owens Group did not tell Tillman or Zia about the RMMH 

Offering, and took steps to conceal it from them. 

130. For example, as part of the RMMH Offering, on or about December 21, 

2016, Gunton emailed a stock purchase agreement to one offeree with a blind copy to 

Lindstrom, using the subject, “Confidential Stock Purchase Agreement (Highly 

Confidential).”  In the email, he stated,  

 

Please treat this agreement with the highest level of confidentiality.  

Additionally, I would ask that you kindly communicate with me directly with 

no intermediary communication moving forward.    

 

131. In addition, the stock purchase agreements that were used as part of the 

RMMH Offering stated that upon receipt of funds from the purchasers, RMMH 

would surrender to Elite’s transfer agent stock certificates representing the shares 

being purchased, and the transfer agent would issue a new Elite stock certificate to 

the purchaser. 

132. In reality, Elite did not have a transfer agent.  Instead, Yale simply 

issued the new stock certificates without the knowledge or authorization of Tillman 

and Zia.  She was able to do this because issuing stock certificates and keeping the 

stock ledger was one of the services Owens had offered Tillman and Zia. 

133. Yale was the person responsible for issuing Elite stock certificates.   

134. Unlike the shares issued as part of Elite’s offerings, Tillman and Zia did 

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not know about and had not authorized Yale to issue stock certificates or use their 

signatures on certificates issued as part of the RMMH Offering.   

135. The Owens Group also falsely held Gunton out as the Managing 

Member of RMMH in an apparent attempt to conceal Owens’ involvement.   

136. The stock purchase agreements used in the RMMH Offering were signed 

by Gunton, using the title, “Managing Member” of RMMH.  However, Gunton was 

never RMMH’s Managing Member.   

137. On or about December 9, 2016, Davenport circulated a draft of the stock 

purchase agreement to be used in the RMMH Offering for review by Owens, Gunton, 

and Lindstrom.  The draft falsely named Gunton as RMMH’s Managing Member.  

138. On or about December 21, 2016, Owens opened the bank account used 

for the RMMH Offering, listing himself as Managing Member of RMMH, and 

including Gunton – with no corporate title – as an authorized signer.   

139. Gunton signed a stock purchase agreement dated the same day, as 

RMMH’s Managing Member. 

140. In or around June 2017, Owens added Gunton as a Co-Managing 

Member of RMMH, but continued to retain full control of RMMH through his 100% 

ownership of the entity and his status as the other Co-Managing Member.   

141. As late as December 29, 2017, Gunton was still signing the stock 

purchase agreements as RMMH’s “Managing Member.”   

142. Owens was aware of the RMMH Offering, the terms of the stock 

purchase agreements, and the fact that Gunton was soliciting investors.  For example, 

on or about December 9, 2016, Davenport sent Owens, Lindstrom, and Gunton an 

email that included a draft stock purchase agreement.  On or about March 31, 2017, 

Gunton blind copied Owens and Davenport on e-mail communications between 

Gunton and investors.   

143. Owens controlled the RMMH bank account and used the vast majority 

of investor funds for himself or his other entities.   

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144. During the RMMH Offering, Gunton was primarily responsible for 

soliciting investors.  Davenport was primarily responsible for drafting the stock 

purchase agreements used in the RMMH Offering.  Davenport knew that Yale issued 

Elite’s stock certificates and that Elite did not have a transfer agent.  In fact, after 

Elite’s business reorganization in March 2017, he provided Yale with advice on the 

documents she should provide to all Elite shareholders when she sent them their new 

Elite stock certificates.  

145. Davenport also knew that Gunton was not RMMH’s Managing Member, 

as he helped coordinate and distribute the RMMH corporate documentation adding 

Gunton as a Co-Managing Member in summer 2017.  

146. Davenport also engaged in conduct to conceal the RMMH Offering.   

147. Prior to Elite’s discovery of the RMMH Offering, on or about June 5, 

2018, Davenport falsely stated in sworn testimony that he had no involvement with 

RMMH.   

148. In addition, in May 2018, he wrote the words, “no knowledge,” next to 

“RMMH, LLC” in his response to the SEC’s subpoena, which listed a number of 

individuals and entities about which the SEC sought information.    

149. Gunton and Lindstrom were also involved in the drafting process for the 

stock purchase agreements.  For example, on December 9, 2016, Davenport sent them 

both the initial draft of the stock purchase agreement for review.   

150. In addition, Gunton helped draft a confidentiality provision in the 

agreements, and Lindstrom drafted at least two agreements for specific investors 

using the standard template for the RMMH Offering.   

151. Gunton and Lindstrom both knew that Elite did not have a transfer agent 

and that Yale was the person issuing Elite stock certificates.  For example, Gunton 

coordinated with Yale to have Elite stock certificates issued to purchasers in the 

RMMH Offering, and Lindstrom coordinated with Yale on the issuance of certificates 

to other Elite investors.   

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152. Gunton and Lindstrom also both knew that Gunton was not the 

Managing Member of RMMH.  For example, on or about June 23, 2017, Davenport 

sent them both an email attaching the updated RMMH corporate documents in June 

2017, which added Gunton as a Co-Managing Member. 

153. Gunton also engaged in conduct to conceal the RMMH Offering.  For 

example, he never told Tillman and Zia about the offering or sought their 

authorization for the stock certificates issued to purchasers in the RMMH Offering.  

He worked on drafting confidentiality language used in the stock purchase 

agreements, and in some of his communications with investors.  Finally, despite the 

fact that Gunton was an Elite director who owed a fiduciary duty to Elite and its 

investors, he failed to disclose the conflict of interest between his duties to Elite and 

his activities soliciting investors to purchase Elite securities from RMMH instead of 

Elite – effectively reducing the amount of money Elite was able to raise.   

154. Lindstrom also engaged in conduct to conceal the RMMH Offering.  For 

example, she never told Tillman and Zia about the offering, and despite the fact that 

she was allegedly involved with for Elite’s corporate compliance functions, she 

allowed Yale to issue unauthorized Elite stock certificates to purchasers in the 

RMMH Offering.  In addition, she was an Elite director beginning in May 2017, and 

owed a fiduciary duty to Elite and its investors for the second half of the RMMH 

Offering.  However, she failed to disclose the conflict of interest between her duties 

to Elite and her involvement in the RMMH Offering, which effectively reduced the 

amount of money Elite was able to raise. 

155. Additionally, in December 2017, Lindstrom was working on packets of 

information to be sent to all Elite investors in advance of the annual shareholder 

meeting.  Elite’s paralegal told Lindstrom that Elite’s stock ledger was required to be 

sent to the investors.  In an e-mail to Davenport on or about December 6, 2017, 

Lindstrom said, “[a]nd the shareholders have to get the Ledger?  NO.  I don’t think so 

… .”  

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156. Yale also engaged in conduct to conceal the RMMH Offering.  For 

example, she never told Tillman or Zia about the offering, and failed to obtain their 

permission before issuing Elite stock certificates to purchasers in the RMMH 

Offering, and using their signature stamps as part of the RMMH Offering.   

157. In carrying out the RMMH Scheme, Davenport knew, or was reckless or 

negligent in not knowing, that he was concealing the RMMH Offering from Tillman 

and Zia, that he was involved in falsely representing to purchasers that Elite’s transfer 

agent would issue their Elite shares, and that he was involved in falsely representing 

to purchasers that Gunton was RMMH’s Managing Member. 

158. In carrying out the RMMH Scheme, Gunton knew, or was reckless or 

negligent in not knowing, that he was falsely holding himself out as RMMH’s 

Managing Member, falsely representing to purchasers that their shares would be 

issued by Elite’s transfer agent, concealing the RMMH Offering from Tillman and 

Zia, coordinating the issuance of unauthorized stock certificates to purchasers, and 

failing to disclose the conflict of interest between his duties to Elite and his 

solicitation of investors in the RMMH Offering. 

159. In carrying out the RMMH Scheme, Lindstrom knew, or was reckless or 

negligent in not knowing, that she was concealing the RMMH Offering from Tillman 

and Zia, involved in falsely representing to purchasers that Elite’s transfer agent 

would issue their Elite shares, involved in falsely representing to purchasers that 

Gunton was RMMH’s Managing Member, and failing to disclose the conflict of 

interest between her duties to Elite and her involvement in the RMMH Offering. 

160. In carrying out the RMMH Scheme, Owens knew, or was reckless or 

negligent in not knowing, that he was concealing his involvement in the RMMH 

Offering, concealing the RMMH Offering from Tillman and Zia, and involved in the 

issuance of unauthorized stock certificates to purchasers.  

161. In carrying out the RMMH Scheme, Yale knew, or was reckless or 

negligent in not knowing, that she was concealing the RMMH Offering from Tillman 

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and Zia, and was issuing unauthorized stock certificates to purchasers. 

E. Lack of Registration of RMMH’s Sale of Elite Stock 

162. The RMMH Offering was not registered with the SEC. 

163. No registration statement was ever filed with the SEC for the offer or 

sale of any Elite shares. 

164. Owens directly sold the Elite shares without registration because he 

owned and controlled RMMH at all relevant times, and was aware of the RMMH 

Offering. 

165. Gunton directly sold the Elite shares without registration because he 

solicited investors during the RMMH Offering. 

166. No exemptions from registration are available to Owens or Gunton.  

Resellers of unregistered securities may rely on the safe harbor provided by Securities 

Act Rule 144 to sell their securities, but only when they comply with Rule 144.  

Owens and Gunton did not comply with Rule 144 because they were “affiliates” of 

Elite during the RMMH Offering and did not take the steps required of affiliates prior 

to RMMH’s offers and sales.   

167. Owens was an affiliate of Elite because he controlled its capital-raising 

process, attended board meetings, and owned close to 20% of its outstanding 

common stock. 

168. Gunton was an affiliate of Elite because he was a director. 

169. Because Gunton and Owens were affiliates, under Rule 144, they were 

required to use a registered broker or otherwise comply with the Rule 144 manner of 

sale requirements; file Forms 144 with the Commission; and provide certain 

information regarding Elite’s business to their resale purchasers.  They failed to 

comply with these requirements, and cannot avail themselves of the Rule 144 safe 

harbor. 

170. Yale was a necessary participant and substantial factor in the RMMH 

Offering because she had the tools necessary to issue Elite stock certificates, 

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including the means to generate the certificates, as well as the signature stamps of 

Tillman and Zia.  Without Yale’s participation, RMMH would not have been able to 

secretly sell its shares and issue unauthorized stock certificates to investors. 

F. Tillman’s and Zia’s Material Misrepresentations and Omissions 

171. Between February 21 and March 28, 2018, Tillman and Zia also made 

material misrepresentations to Elite’s investors concerning aspects of Elite’s business.   

1. Tillman Misrepresented the Status of a Material Acquisition 

172. During a recorded investor conference call in February 2018, Tillman 

told investors that Elite had closed an acquisition with Spearman, and was in the 

process of integrating the company.   

173. Elite had touted the potential acquisition for some time, claiming it 

would increase Elite’s revenues.   

174. In fact, the Spearman acquisition had not closed at the time of the 

conference call and never did close, because Elite failed to make the required 

payments.   

175. Following the February 2018 conference call, Elite continued to raise 

money from investors. 

176. Tillman knew at the time of the conference call that Elite had not 

completed its payments and was not yet entitled to Spearman’s assets.     

177. A reasonable investor would have considered it material that an 

acquisition touted as having been significant and completed, had not, in fact been 

completed.   

178. Tillman knew, or was reckless in not knowing, that he was 

misrepresenting that the Spearman acquisition had closed, and that Elite was in the 

process of integrating Spearman. 

179. Tillman’s state of mind is attributed to Elite, because at all relevant 

times, he was a founder, as well an executive officer and director of Elite. 

180. Tillman and Elite are the makers of the statement in the investor 

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conference call because Tillman was the individual who spoke the statement in the 

call and he is an executive officer and director of Elite.  

2. Zia Misrepresented the Status of Elite’s Financial Audits 

181. During an investor conference call in March 2018, Zia stated that Elite’s 

auditors had told the company to wait and include future contracts before finalizing 

the audit, so that Elite would be more attractive in a public offering.   

182. Zia’s statement was false because (1) at the time of the call, Zia knew 

that Elite did not have an auditor, and (2) neither of Elite’s prior two auditors had 

made any such statement.   

183. In fact, on or about September 27, 2017, in a letter to Elite’s board of 

directors regarding issues related to the 2014 audit, Elite’s first auditor cited lack of 

audit evidence as a reason for the delay in completing the 2014 audit. 

184. On or about January 26, 2018, in a resignation letter, Elite’s second 

auditor cited lack of internal controls as one of its reasons for resignation. 

185. A reasonable investor would have considered it material that Elite did 

not, in fact, have an auditor at the time of Zia’s statements; that past auditors had told 

the company that financial audits had been delayed due to a lack of audit evidence; 

that auditors had resigned, in part, due to internal control weaknesses; and that no 

auditors had told the company to delay completion of Elite’s audits in order to 

include future transactions.   

186. Following the March 2018 conference call, Elite continued to raise 

money from investors. 

187. Zia knew, or was reckless in not knowing, that he was misrepresenting 

the fact that Elite had an auditor; and that the delay in completing Elite’s financial 

audit was because auditors had told the company to delay completion of its audit in 

order to include future transactions.   

188. Zia’s state of mind is attributed to Elite, because at all relevant times, he 

was a founder, as well as an executive officer and director of Elite. 

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189. Zia and Elite are the makers of the statement in the investor conference 

call because Zia was the individual who made the statement in the call and he was a 

founder, as well as an executive officer and director of Elite. 

 

FIRST CLAIM FOR RELIEF 

Fraud in Connection with the Purchase or Sale of Securities 

Violations of Section 10(b) of the Exchange Act and Rules 10b-5(a) and (c) 

(Against All Defendants) 

190. The SEC realleges and incorporates by reference paragraphs 1 through 

189 above. 

191. As alleged above, Defendants Davenport, Elite, Lindstrom, Owens, 

Tillman, and Zia engaged in the Boiler Room scheme by, for example, taking steps to 

conceal the payment of sales commissions to unregistered brokers, and failing to 

accurately disclose the amount of investor funds that would be used to pay Elite’s 

offering costs.   

192. As alleged above, Defendants Davenport, Lindstrom, and Zia engaged in 

a fraudulent scheme to include a false footnote to Elite’s unaudited financial 

statements.  For example, Davenport drafted the false footnote, Zia approved it, and 

Lindstrom reviewed it and coordinated its distribution at a time when all three 

Defendants knew it was false. 

193. As alleged above, Defendants Davenport, Gunton, Lindstrom, Owens, 

and Yale engaged in a fraudulent scheme to sell RMMH’s Elite shares by, for 

example, failing to secure authorization from Elite before conducting the private, 

unregistered offering; using Tillmans’s and Zia’s signatures on Elite stock certificates 

without permission; and falsely stating that Elite’s transfer agent would issue new 

stock certificates. 

194. By engaging in the conduct described above, Defendants Davenport, 

Elite, Gunton, Lindstrom, Owens, Tillman, Yale, and Zia, and each of them, directly 

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or indirectly, in connection with the purchase or sale of a security, and by the use of 

means or instrumentalities of interstate commerce, of the mails, or of the facilities of 

a national securities exchange, knowingly and recklessly: (a) employed devices, 

schemes, or artifices to defraud; and (b) engaged in acts, practices, or courses of 

business which operated or would operate as a fraud or deceit upon other persons. 

195. By engaging in the conduct described above, Defendants Davenport, 

Elite, Gunton, Lindstrom, Owens, Tillman, Yale, and Zia violated, and unless 

enjoined will continue to 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) & 

240.10b-5(c).   

SECOND CLAIM FOR RELIEF 

Fraud in Connection with the Purchase or Sale of Securities 

Violations of Section 10(b) of the Exchange Act and Rule 10b-5(b) 

(Against Tillman, Zia, and Elite) 

196. The SEC realleges and incorporates by reference paragraphs 1 through 

189 above. 

197. As set forth above, Defendants Tillman, Zia, and Elite made material 

misrepresentations to investors, including Defendant Tillman’s false statement that 

the Spearman acquisition had closed; and Defendant Zia’s false statement that Elite’s 

auditors had advised the company to delay finalizing Elite’s financial audit.     

198. By engaging in the conduct described above, Defendants Tillman, Zia, 

and Elite, directly or indirectly, in connection with the purchase or sale of a security, 

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

of the facilities of a national securities exchange, knowingly and recklessly, made 

untrue statements of a 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.  

199. By engaging in the conduct described above, Defendants Tillman, Zia, 

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and Elite violated, and unless enjoined will continue to violate, Section 10(b) of the 

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

240.10b-5(b). 

THIRD CLAIM FOR RELIEF 

Fraud in the Offer or Sale of Securities 

Violations of Sections 17(a)(1) and 17(a)(3) of the Securities Act 

(Against All Defendants) 

200. The SEC realleges and incorporates by reference paragraphs 1 through 

189 above. 

201. As alleged above, Defendants Davenport, Elite, Lindstrom, Owens, 

Tillman, and Zia engaged in a the Boiler Room scheme by, for example, taking steps 

to conceal the payment of sales commissions to unregistered brokers, and failing to 

accurately disclose the amount of investor funds that would be used to pay Elite’s 

offering costs.   

202. As alleged above, Defendants Davenport, Lindstrom, and Zia engaged in 

a fraudulent scheme to include a false footnote to Elite’s unaudited financial 

statements.  For example, Davenport drafted the false footnote, Zia approved it, and 

Lindstrom reviewed it and coordinated its distribution at a time when all three 

Defendants knew it was false. 

203. As alleged above, Defendants Davenport, Gunton, Lindstrom, Owens, 

and Yale engaged in a fraudulent scheme to sell RMMH’s Elite shares by, for 

example, failing to secure authorization from Elite before conducting the private, 

unregistered offering; using Tillman’s and Zia’s signatures on Elite stock certificates 

without permission; and falsely stating that Elite’s transfer agent would issue new 

stock certificates. 

204. By engaging in the conduct described above, Defendants Davenport, 

Elite, Gunton, Lindstrom, Owens, Tillman, Yale, and Zia, and each of them, directly 

or indirectly, in the offer or sale of securities, and by the use of means or 

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instrumentalities of interstate commerce, of the mails, or of the facilities of a national 

securities exchange,: (a) knowingly and recklessly employed devices, schemes, or 

artifices to defraud; and (b) knowingly, recklessly and negligently engaged in 

transactions, practices, or courses of business which operated or would operate as a 

fraud or deceit upon the purchaser. 

205. By engaging in the conduct described above, Defendants Davenport, 

Elite, Gunton, Lindstrom, Owens, Tillman, Yale, and Zia violated, and unless 

enjoined will continue to violate, Sections 17(a)(1) and 17(a)(3) of the Securities Act, 

15 U.S.C. §§ 77q(a)(1) and § 77q(a)(3). 

FOURTH CLAIM FOR RELIEF 

Unregistered Offer and Sale of Securities 

Violations of Sections 5(a) and 5(c) of the Securities Act 

(Against Defendants Owens, Gunton, and Yale) 

206. The SEC realleges and incorporates by reference paragraphs 1 through 

189 above. 

207. RMMH’s sale of Elite shares was not registered with the SEC, and no 

exemption to the registration requirements was available.  RMMH was owned and 

controlled by Owens at all relevant times.  Gunton solicited investors in the RMMH 

Offering.  Yale was a necessary participant and substantial factor in RMMH’s 

unregistered sales because she issued the unauthorized stock certificates.   

208. By engaging in the conduct described above, Defendants Owens, 

Gunton, and Yale, and each of them, directly or indirectly, singly and in concert with 

others, has made use of the means or instruments of transportation or communication 

in interstate commerce, or of the mails, to offer to sell or to sell securities, or carried 

or caused to be carried through the mails or in interstate commerce, by means of 

instruments of transportation, securities for the purpose of sale or for delivery after 

sale, when no registration statement had been filed or was in effect as to such 

securities, and when no exemption from registration was applicable. 

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209. By engaging in the conduct described above, Defendants Owens, 

Gunton, and Yale violated, and unless enjoined will continue to violate, Sections 5(a) 

and 5(c) of the Securities Act, 15 U.S.C. §§ 77e(a) and 77(e)(c). 

FIFTH CLAIM FOR RELIEF 

Unregistered Broker-Dealer 

Violation of Section 15(a) of the Exchange Act 

(Against Defendant Owens) 

210. The SEC realleges and incorporates by reference paragraphs 1 through 

189 above. 

211. As alleged above, Owens acted as an unregistered broker by, among 

other things, setting up and controlling a boiler room, providing leads to Elite’s 

salespeople, hiring sales representatives to solicit investors, drafting and reviewing 

sales scripts, and controlling the collection of investor funds and paperwork.     

212. By engaging in the conduct described above, Owens made use of the 

mails or means or instrumentalities of interstate commerce to effect transactions in, or 

to induce or attempt to induce the purchase or sale of securities, without being 

registered as a broker in accordance with Section 15(b) of the Exchange Act, 15 

U.S.C. § 78o(b). 

213. By engaging in the conduct described above, Defendant Owens violated, 

and unless restrained and enjoined will continue to violate, Section 15(a) of the 

Exchange Act, 15 U.S.C. § 78o(a). 

PRAYER FOR RELIEF 

WHEREFORE, the SEC respectfully requests that the Court: 

I. 

Issue findings of fact and conclusions of law that Defendants committed the 

alleged violations. 

II. 

Issue judgments, in forms consistent with Rule 65(d) of the Federal Rules of 

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Civil Procedure: 

(a)  permanently enjoining Davenport, Elite, Gunton, Lindstrom, Owens, 

Tillman, Yale, and Zia and their officers, agents, servants, employees and 

attorneys, and those persons in active concert or participation with any of them, 

who receive actual notice of the judgment by personal service or otherwise, 

and each of them, from violating Section 17(a) of the Securities Act, 15 U.S.C. 

§ 77q(a), and Section 10(b) of the Exchange Act, 15 U.S.C. § 78j(b), and Rule 

10b-5 thereunder, 17 C.F.R. § 240.10b-5; 

(b) permanently enjoining Gunton, Owens, and Yale and their officers, 

agents, servants, employees and attorneys, and those persons in active concert 

or participation with any of them, who receive actual notice of the judgment by 

personal service or otherwise, and each of them, from violating Sections 5(a) 

and 5(c) of the Securities Act, 15 U.S.C. §§ 77e(a) and 77e(c), and 

(c)  permanently enjoining Owens, his officers, agents, servants, 

employees and attorneys, and those persons in active concert or participation 

with any of them, who receive actual notice of the judgment by personal 

service or otherwise, and each of them, from violating Section 15(a) of the 

Exchange Act, 15 U.S.C. § 78o(a).  

III. 

Order Defendants to disgorge all funds received from their illegal conduct, 

together with prejudgment interest thereon pursuant to Exchange Act Sections 

21(d)(5) and 21(d)(7) [15 U.S.C. §§ 78u(d)(5) and 78u(d)(7)]. 

IV. 

Order Defendants to pay civil penalties under Section 20(d) of the Securities 

Act, 15 U.S.C. § 77t(d), and Section 21(d)(3) of the Exchange Act, 15 U.S.C. § 

78u(d)(3). 

V. 

Enter an order against Defendants Davenport, Gunton, Lindstrom, Owens, 

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Tillman, and Zia pursuant to Section 20(e) of the Securities Act and Section 21(d)(2) 

of the Exchange Act, 15 U.S.C. § 77t(e) and 15 U.S.C. § 78u(d)(2), prohibiting them 

from acting as an officer or director of any issuer that has a class of securities 

registered pursuant to Section 12 of the Exchange Act, 15 U.S.C. § 78l, or that is 

required to file reports pursuant to Section 15(d) of the Exchange Act, 78 U.S.C. § 

78o(d). 

VI. 

Enter an order against Defendants Davenport, Gunton, Lindstrom, Owens, 

Tillman, Yale, and Zia prohibiting them from participating in any offering of penny 

stock pursuant to Section 20(g) of the Securities Act, 15 U.S.C. § 77t(g), and Section 

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

VII. 

Retain jurisdiction of this action in accordance with the principles of equity and 

the Federal Rules of Civil Procedure in order to implement and carry out the terms of 

all orders and decrees that may be entered, or to entertain any suitable application or 

motion for additional relief within the jurisdiction of this Court. 

VIII. 

Grant such other and further relief as this Court may determine to be just and 

necessary. 

 

Dated:  August 31, 2021  
 /s/ Kathryn Wanner 

Kathryn C. Wanner 
Attorney for Plaintiff 
Securities and Exchange Commission 

 

Case 8:21-cv-01427   Document 1   Filed 08/31/21   Page 34 of 34   Page ID #:34



8/31/2021 CM/ECF - California Central District

https://ecf.cacd.uscourts.gov/cgi-bin/Dispatch.pl?154933332403875 1/1

Complaints and Other Initiating Documents
8:21-cv-01427 Securities and Exchange Commission v. Davenport et al

UNITED STATES DISTRICT COURT

CENTRAL DISTRICT OF CALIFORNIA

Notice of Electronic Filing


The following transaction was entered by Wanner, Kathryn on 8/31/2021 at 3:30 PM PDT and filed on 8/31/2021 
Case Name: Securities and Exchange Commission v. Davenport et al
Case Number: 8:21-cv-01427
Filer: Securities and Exchange Commission
Document Number: 1

Docket Text:

COMPLAINT No Fee Required - US Government, filed by Plaintiff Securities and Exchange
Commission. (Attorney Kathryn C Wanner added to party Securities and Exchange
Commission(pty:pla))(Wanner, Kathryn)

8:21-cv-01427 Notice has been electronically mailed to:


Kathryn C Wanner     [email protected], [email protected], [email protected], [email protected] 

8:21-cv-01427 Notice has been delivered by First Class U. S. Mail or by other means BY THE FILER to :


The following document(s) are associated with this transaction:

Document description:Main Document 
Original filename:C:\fakepath\Elite Complaint FINAL 20210831.pdf
Electronic document Stamp:
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https://ecf.cacd.uscourts.gov/cgi-bin/DktRpt.pl?830293
https://ecf.cacd.uscourts.gov/cgi-bin/DktRpt.pl?830293
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