SEC v. William J. Bowser; Christopher J. Ashby; Scott W. Beynon; and Jordan S. Nelson, No. 2:20-cv-00918, District of Utah (Dec. 31, 2020) — Complaint

Casey Fronk (Illinois Bar No. 6296535)
[email protected]
Daniel J. Wadley (10358)
[email protected]
Amy J. Oliver (8785)
[email protected]
Cheryl M. Mori (8887)
[email protected]
Attorneys for Plaintiff
Securities & Exchange Commission
351 S. West Temple, Suite 6.100
Salt Lake City, Utah 84101
Tel.  801-524-5796
Fax: 801-524-5262

IN THE UNITED STATES DISTRICT COURT
DISTRICT OF UTAH, CENTRAL DIVISION

SECURITIES AND EXCHANGE
COMMISSION,

  PLAINTIFF,

v.

WILLIAM J. BOWSER, an individual,
CHRISTOPHER J. ASHBY, an individual,
SCOTT W. BEYNON, an individual, and
JORDAN S. NELSON, an individual,

  DEFENDANTS.

COMPLAINT

Case No.:

Judge:

Plaintiff, Securities and Exchange Commission (the “Commission”), for its Complaint
against Defendants William J. Bowser, Christopher J. Ashby, Scott W. Beynon, and Jordan S.
Nelson (collectively, “Defendants”) alleges as follows:

2

INTRODUCTION
1. This case involves an offering fraud related to Noah Corporation (“Noah”), the
operator of commercial event centers, and Rockwell Debt Free Properties, Inc. (“Rockwell”), a
seller of securities in Noah.
2. William J. Bowser, the founder and (former) President of Noah, along with
Christopher J. Ashby, Scott W. Beynon, and Jordan S. Nelson, the founders and owners of
Rockwell (the “Rockwell Defendants”), made material misrepresentations and omissions to sell
securities comprising fractional, tenant-in-common interests in Noah event centers (herein, the
“Noah TIC Interests”).  The Noah event centers were, collectively, an unprofitable enterprise
sustained only through infusions of new investor funds.
3. Through their misconduct, the Defendants convinced approximately 90 investors
to purchase over $35.9 million in securities in the form of Noah TIC Interests between
approximately January 2017 and February 2019.
4. The Defendants did not use investor funds as outlined in their offering materials
and in their related discussions with investors.
5. Bowser misappropriated and diverted investor funds meant for the development
and construction of new event centers to sustain the existing operations of Noah, and the
Rockwell Defendants approved Bowser’s funding requests without review.
6. Many investors who thought they were purchasing an interest in a thriving event
center were left with merely a piece of undeveloped land.

3

JURISDICTION AND VENUE
7. This Court has subject matter jurisdiction by authority of Sections 20 and 22 of
the Securities Act of 1933 (the “Securities Act”) [15 U.S.C. §§ 77t and 77v], and Sections 21 and
27 of the Securities Exchange Act of 1934 (the “Exchange Act”) [15 U.S.C. §§ 78u and 78aa].
8. Defendants, directly and indirectly, singly and in concert, have made use of the
means and instrumentalities of interstate commerce and the mails in connection with the
transactions, acts and courses of business alleged herein, certain of which have occurred within
the District of Utah.
9. Venue for this action is proper in the District of Utah under Section 22(a) of the
Securities Act [15 U.S.C. § 77v(a)], and under Section 27 of the Exchange Act [15 U.S.C. §
78aa], because certain of the transactions, acts, practices, and courses of business alleged in this
Complaint took place in this district and because the Defendants reside in and transact business
in this district.
10. Defendants, unless restrained and enjoined by this Court, will continue to engage
in the transactions, acts, practices, and courses of business alleged herein, and in transactions,
acts, practices, and courses of business of similar purport and object.
11. Defendants’ conduct took place in connection with the offer, purchase and/or sale
of securities.
DEFENDANTS
12.  William “Bil” J. Bowser, age 58 and a resident of Salt Lake City, Utah, was the
founder and President of Noah.  Noah had a board of directors consisting of Bowser and two
other individuals.  Bowser was the principal and control person of Noah.  He managed and

4

controlled Noah’s operations and interacted with Rockwell’s Noah TIC Interest investors until
May 2019.
13. Christopher J. Ashby, age 46 and a resident of Sandy, Utah, was a founder,
President, CEO, and 32 ½ percent owner of Rockwell.  Ashby solicited investors to purchase
Noah TIC Interests.
14. Scott W. Beynon, age 43 and a resident of Kaysville, Utah, was a founder, Vice
President, and 30 percent owner of Rockwell.  Beynon solicited investors to purchase Noah TIC
Interests.
15. Jordan S. Nelson, age 39 and a resident of Sandy, Utah was a founder, an Officer,
and 17 ½ percent owner of Rockwell.  Nelson solicited investors to purchase Noah TIC Interests.
RELATED ENTITIES
16. Noah Corporation is a Utah corporation based in South Jordan, Utah.  Noah was
formed in September 2003 by Bowser and was a private company owned by Bowser and
approximately 500 other shareholders.  Noah filed for Chapter 11 bankruptcy in May 2019, and
began operating under a restructuring plan.  In February 2020, the bankruptcy was converted to
Chapter 7, and Noah was ordered to relinquish its operations.
17. Rockwell Debt Free Properties, Inc. is a Utah corporation, formed in October
2009 and based in Sandy, Utah.  The owners of Rockwell are Ashby (32 ½ percent owner),
Beynon (30 percent owner), Nelson (17 ½ percent owner), and two silent partners (10 percent
each).  Rockwell previously operated as Rockwell TIC, Inc., a Utah corporation, formed in
August 2006.  Rockwell filed for Chapter 7 bankruptcy on November 2, 2020 and has ceased
operations.

5

18. Gabriel Management Corporation (“Gabriel”) is a Utah corporation, formed in
September 2005.  Bowser owned and controlled Gabriel and is its President and sole Director.
Gabriel operated as Noah’s construction arm and did business as “Noah’s.”  Gabriel developed
event center properties and made a profit on the construction of those properties.  Gabriel’s
business registration expired July 15, 2020, and Gabriel is no longer in operation.
STATEMENT OF FACTS
Noah Corporation
19. Noah, through Bowser, began developing and operating event centers around
2005.  Bowser envisioned a national network of high-end event centers, and sold investors on
that vision. Noah opened its first event center in January 2007, and by May 2019, Noah operated
forty-two event venues across the United States.
20. Around 2013, Bowser decided to sell Noah’s event centers (building and real
property) and lease them back as a tenant, rather than being an owner-operator of the event
centers.  In this way, Bowser was able to obtain influxes of cash for current obligations, albeit
with the result that Noah’s liabilities and monthly expenses increased dramatically because Noah
was obligated to make rental payments to the purchasers of the event centers.
21. Bowser established another Utah corporation, Gabriel, to develop Noah’s event
center properties for profit.  Although Gabriel and Noah had separate bank accounts, Bowser
continually transferred and commingled funds between accounts.  Nearly all the event centers
were losing money.  Without the continual influx of investor monies and Gabriel’s construction
profits, Noah could not have sustained the operations of its event centers.

6

22. Bowser received a salary from Noah.  All or most of the salary Bower received
from Noah from approximately January 2017 through February 2019 came from new investor
funds as Noah was not profitable otherwise.
Rockwell Debt Free Properties, Inc.
23. The Rockwell Defendants formed Rockwell in or around 2009 to purchase
commercial properties and resell them for profit.
24. The Rockwell Defendants profited by marking up the price of properties they
acquired and selling the property off in fractional, tenant-in-common interests to various
investors.
25. The Rockwell Defendants received salaries from Rockwell.  The salaries paid to
the Rockwell Defendants by Rockwell from approximately January 2017 through February 2019
included funds from Noah TIC Interests.
Rockwell and Noah Partner Together
26. In 2013, Rockwell began soliciting investors to purchase Noah TIC Interests.
Initially, the event centers that were the subject of the Noah TIC Interests were already fully
developed and operating.
27. In or around 2015, the Rockwell Defendants and Bowser agreed to develop
additional properties together.  Pursuant to the parties’ agreements, Bowser, through Noah’s
construction arm, Gabriel, was to locate new properties (in the form of raw land) and construct
event centers on those properties.  Rockwell was to provide funds to purchase the raw land and
finance the development and construction of each event center for an agreed-upon price, which
included a profit to Gabriel.  Rockwell, as owner of each new property, would then negotiate and
enter into a lease agreement with Noah as the tenant.

7

28. The Rockwell Defendants offered and sold Noah TIC Interests in the undeveloped
properties to fund the land purchase and construction costs, and subsequently would assign the
lease to the Noah TIC Interest investors.  By July 2019, Rockwell had purchased 34 Noah
properties for investment and resale to investors.
29. Although the unbuilt event centers were not generating revenues, Rockwell
guaranteed to Noah TIC Interest investors that rents would be paid from the time of the
investor’s purchase of the Noah TIC Interest.  But, while Rockwell paid rents to Noah TIC
Interest investors for the first nine months after their purchase, it also included the cost of these
nine-month rental payment periods in the total price it charged investors for the Noah TIC
Interests.  This structure was not disclosed to investors.
30. The guaranteed rents from time of purchase were touted as an incentive to
purchase Noah TIC Interests, and helped to drive interest in Noah TIC Interests, because it gave
the false appearance that Noah was a thriving company.`
Promotion and Sale of Noah TIC Interests
31. The Rockwell Defendants also provided written materials and additional
information to potential Noah TIC Interest investors claiming that Noah was profitable.  The
written marketing materials stated that Noah had “demonstrated [the] ability to examine and
modify [its] business to achieve maximum profitability,” and that “Noah’s anticipates revenues
to well exceed the debt service and operating cost with their breakeven well below their currently
operating occupancy levels.”
32. For those event centers that were not yet developed, the brochures contained
photos and renderings of a completed event center, but did not make clear that the centers in
which investors would be purchasing an interest were still in development.

8

33. All Defendants made oral representations to potential investors that Noah was
profitable and stable to induce potential investors to purchase Noah TIC Interests.
34. Many investors believed that those undeveloped event centers in which they
purchased interests were completed and already generating revenues at the time of their
purchase, based on the information contained in the written marketing materials and
representations made to them by all Defendants, as well as their receipt of monthly rental
payments.
35. Although claiming to conduct a thorough analysis of the tenants in their TIC
offerings, the Rockwell Defendants did not conduct due diligence on Noah, as represented in
conjunction with investors’ purchase of the Noah TIC Interests.  Instead, the Rockwell
Defendants relied mainly on Bowser’s oral representations about the operation and profitability
of Noah.
36. From at least March 2015 through at least February 2017, the Rockwell
Defendants reviewed financial statements showing that Noah was operating at net losses in 2014,
2015, and 2016, of $3.1 million, $3.3 million, and $3.2 million, respectively.  The financial
statements further showed that Noah had accumulated losses of approximately $8 million, and
had only $3.5 million in assets with $11.5 million in liabilities.
37. The Rockwell Defendants and Bowser knew or should have known that their
representations and omissions about Noah’s financial condition and future prospects, including
that Noah was profitable, were false or misleading.
Noah’s Worsening Financial Problems
38. In or around late 2016 and early 2017, Bowser and Ashby had discussions about
Noah’s financial difficulties; including Noah’s construction cost overruns, construction delays,

9

and other issues.  Based on these representations by Bowser, Rockwell loaned Noah $6 million
in January 2017.
39. The $6 million loan did nothing to alleviate Noah’s financial problems.  The
money was quickly spent to satisfy current obligations, including rents due to Noah TIC Interest
investors.
40. The Rockwell Defendants and Bowser failed to disclose to prospective Noah TIC
Interest investors their knowledge of Noah’s financial difficulties or the $6 million loan.
Misappropriation of Investor Funds
41. The Rockwell Defendants represented to investors that their investment funds
would be placed into escrow at the title company and disbursed only to purchase an interest in a
specific property or to pay for the construction of improvements on the property on a
reimbursement basis.  In practice, however, Rockwell did not segregate funds in escrow.
42. Contrary to the Rockwell Defendants’ representations to investors, Rockwell’s
and Noah’s practice was for Rockwell to receive funds from escrow as soon as Rockwell
purchased the raw land for a new event center.  Rockwell would then disburse the investor funds
to Gabriel, Noah’s construction arm, upon receiving a draw request from Bowser on Gabriel’s
behalf.  The draw requests consisted of a form spreadsheet with a list of various construction
expenses.
43. Rockwell regularly disbursed funds to Gabriel in response to Bowser’s draw
requests, but had no controls in place to ensure that the itemized expenses listed in the form
spreadsheets were legitimate. The Rockwell Defendants failed to conduct a reasonable inspection
to verify that the construction work claimed to be expensed was actually completed.

10

44. In fact, the draw requests Bowser submitted to Rockwell were fraudulent, and did
not list actual expenses.  Because Noah never generated enough income to cover its expenses,
Bowser regularly used the Gabriel draw requests to obtain investor funds from Rockwell to cover
expenses associated with Noah’s current operations, including rent payments.  Bowser directed
that the Gabriel draw requests be falsified to list construction expenses that were not incurred,
but that equaled the amount Noah needed at the time to fund its operating expenses and other
obligations.
45. In this way, Bowser diverted investor funds earmarked for specific properties and
instead used them for Noah’s and Bowser’s operational and other expenses, and payments to
prior investors (through rental payments to Noah TIC Interest owners), rather than for
construction of new event centers, as represented.
46. Funds allocated for a specific property were thereby depleted with little or no
development.  To date, five Noah event center properties remain undeveloped, and all the funds
provided by investors through the purchase of Noah TIC Interests for those properties have been
depleted.
47. The Rockwell Defendants knew or should have known that the Gabriel draw
requests were fraudulent, because the draw requests included construction expenses that were
facially inconsistent with the state of development at the new Noah event center properties.  For
example, Gabriel requested (and received) over twenty percent of the total funds allotted for
construction before Rockwell had even purchased the raw land for twelve different Noah event
centers under development.  Upon a reasonable inspection, it should have been clear that most or
all of these expenses could not have been incurred when the land necessary to construct the event
centers had not yet been acquired.

11

48. In or around February 2019, Rockwell informed Bowser that it would no longer
develop new event center properties with Noah.  This eliminated Noah’s access to new Noah
TIC Interest investor funds and, as a result, Noah began to miss rent payments owed to existing
Noah TIC Interest investors.
49. With the unpaid rent payments, Noah’s financial problems were revealed to Noah
TIC Interest investors.  Some investors learned for the first time that the properties in which they
purchased an interest, which they previously believed contained fully developed and revenue-
generating event centers, were merely undeveloped pieces of land.
Defendant Bowser Acted With Scienter
50. Bowser knowingly engaged in a long-running course of conduct designed to
deceive investors.
51. Bowser commingled investor funds and used new investor funds to pay returns to
earlier investors in the form of rents to Noah TIC Interest investors.
52. Bowser was fully aware of Noah’s financial difficulties because he controlled all
of Noah’s operations and finances.
53. Bowser has admitted under oath that he knowingly misappropriated and diverted
investor funds and that he routinely used revenues from some properties to cover shortfalls at
others.  In a call with Rockwell investors, Bowser additionally admitted he “robbed Peter to pay
Paul.”
54. Bowser has also admitted under oath that he knowingly falsified draw requests to
Rockwell to obtain investor funds to use improperly.

12

Noah TIC Interests Are Securities
55. The Noah TIC Interests are investment contracts.
56. Investors invested money with Rockwell to purchase individual Noah TIC
Interests in real property.
57. The investment in Noah TIC Interests was a common enterprise and an
opportunity for profit.  Investor monies were pooled together to fund the purchase and/or
construction of a specific operating and functional event center, of which each investor would
own a percentage of the building and land, in order to provide investors with profits in the form
of rental income.
58. The Noah TIC Interest investors expected profits based on the efforts of others, in
particular, Rockwell and Noah.  Rockwell and/or Noah or their agents were responsible for the
location, purchase, development, and construction of the buildings, as well as all management,
operations, and maintenance of the event centers to generate profits.  The Rockwell Defendants
represented and marketed the Noah TIC Interests as a “passive” investment in which the Noah
TIC Interest investors had no managerial responsibilities and had only to collect their monthly
rental checks.
59. The Rockwell Defendants regularly solicited and negotiated with investors to
purchase Noah TIC Interests in specific Noah properties prior to Rockwell actually acquiring a
fully developed property.  All TIC owners, including Rockwell, were subject to a Tenancy in
Common Agreement.  Noah TIC Interests were also subject to a “Property Administrator
Agreement, which provided that the PA may only be terminated by written notice signed by all
co-owners of the property.

13

FIRST CAUSE OF ACTION
EMPLOYMENT OF A DEVICE, SCHEME OR ARTIFICE TO DEFRAUD
Violation of Section 17(a)(1) of the Securities Act [15 U.S.C. § 77q(a)(1)]
(Bowser)

60. The Commission realleges and incorporates by reference the allegations contained
in paragraphs 1 through 59 above.
61. Defendant Bowser, by engaging in conduct described above, directly or
indirectly, in the offer or sale of securities, by the use of the means or instruments of
transportation or communication in interstate commerce or by use of the mails, with scienter,
employed devices, schemes, or artifices to defraud.
62. By reason of the foregoing, Defendant Bowser, directly or indirectly, violated,
and unless restrained and enjoined by this Court, will continue to violate Section 17(a)(1) of the
Securities Act [15 U.S.C. § 77q(a)(1)].
SECOND CAUSE OF ACTION
FALSE STAEMENTS OR OMISSIONS IN THE OFFER OR SALE OF SECURITIES
Violations of Section 17(a)(2) of the Securities Act [15 U.S.C. § 77q(a)(2)]
(Ashby, Beynon, and Nelson)

63. The Commission realleges and incorporates by reference the allegations contained
in paragraphs 1 through 59 above.
64. Defendants Ashby, Beynon, and Nelson, by engaging in the conduct described
above, directly or indirectly, in the offer or sale of securities, by the use of the means or
instruments of transportation or communication in interstate commerce or by use of the mails,
with negligence, obtained money or property by means of untrue statements of material facts and
omissions.

14

65. By reason of the foregoing, Defendants Ashby, Beynon, and Nelson, directly or
indirectly, violated, and unless restrained and enjoined by this Court, will continue to violate
Section 17(a)(2) of the Securities Act [15 U.S.C. § 77q(a)(2)]
THIRD CAUSE OF ACTION
FRAUD IN THE OFFER OR SALE OF SECURITIES
Violations of Section 17(a)(3) of the Securities Act [15 U.S.C. § 77q(a)(3)]
(Bowser, Ashby, Beynon, and Nelson)

66. The Commission realleges and incorporates by reference the allegations contained
in paragraphs 1 through 59 above.
67. Defendants Bowser, Ashby, Beynon, and Nelson, by engaging in the conduct
described above, directly and indirectly, in the offer and sale of securities, by the use of the
means or instruments of transportation or communication in interstate commerce or by use of the
mails, with negligence or scienter, engaged in transactions, practices, or courses of business
which operate or would operate as a fraud or deceit upon the purchaser.
68. By reason of the foregoing,  Defendants Bowser, Ashby, Beynon, and Nelson,
directly or indirectly, violated, and unless restrained and enjoined will continue to violate,
17(a)(3) of the Securities Act [15 U.S.C. § 77q(a)(3)].
FOURTH CAUSE OF ACTION
FRAUD IN CONNECTION WITH THE PURCHASE OR SALE OF SECURITIES
Violations of Section 10(b) of the Securities Exchange Act of 1934 [15 U.S.C. § 78j(b)] and
Rule 10b-5(a) and (c) thereunder [17 C.F.R. § 240.10b-5(a) and (c)]
(Bowser)

69. The Commission realleges and incorporates by reference the allegations contained
in paragraphs 1 through 59 above.
70. Defendant Bowser by engaging in the conduct described above, directly or
indirectly, by the use of means or instrumentalities of interstate commerce or use of the mails, in
connection with the purchase or sale of securities, with scienter, employed devices, schemes, or

15

artifices to defraud, or engaged in acts, practices, or courses of business that operated or would
operate as a fraud and deceit upon other persons.
71. By reason of the foregoing, Bowser violated, and unless restrained and enjoined
will continue to violate Section 10(b) of the Exchange Act [15 U.S.C. §78j(b)] and Rule 10b-5(a)
and (c) thereunder [17 C.F.R. § 240.10b-5(a) and (c)].
FIFTH CAUSE OF ACTION
UNREGISTERED BROKER DEALER
Violations of Section 15(a) of the Exchange Act [15 U.S.C. § 78o(a)]
(Ashby, Beynon, and Nelson)

72. The Commission realleges and incorporates by reference the allegations contained
in paragraphs 1 through 59 above.
73. Defendants Ashby, Beynon, and Nelson, by engaging in the conduct described
above, directly or indirectly, by the use of means or instrumentalities of interstate commerce or
use of the mails, in connection with the purchase or sale of securities, effected transactions in, or
induced or attempted to induce the purchase or sale of securities, without being registered with
the Commission.
74. By reason of the foregoing, Defendants Ashby, Beynon, and Nelson violated, and
unless restrained and enjoined will continue to violate Section 15(a) of the Exchange Act [15
U.S.C. §78o(a)].
RELIEF REQUESTED
WHEREFORE, the Commission respectfully requests that this Court enter a Final
Judgment:
I.
Finding that Defendants violated the securities laws and rules promulgated thereunder as
alleged against them herein.

16

II.
 Permanently restraining and enjoining Defendants from violating, directly or indirectly,
the securities laws and rules promulgated thereunder they are alleged to have violated.
III.
 Ordering Defendants to disgorge any ill-gotten gains and to pay prejudgment interest on
those amounts.
IV.
 Ordering Defendants to pay civil monetary penalties pursuant to 20(d) of the Securities Act
[15 U.S.C. §77t(d)] and Section 21(d) of the Exchange Act [15 U.S.C. §78u(d)].
V.
 Granting such other and further relief as the Court may deem just and proper.

VI.

Retaining 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.
 Dated this 30
th
 day of December 2020.

       Respectfully submitted,

       __/s/ Casey Fronk__________________
       Casey Fronk
       U.S. Securities and Exchange Commission
       Attorneys for Plaintiff

Casey Fronk (Illinois Bar No. 6296535) 
[email protected] 
Daniel J. Wadley (10358) 
[email protected] 
Amy J. Oliver (8785) 
[email protected] 
Cheryl M. Mori (8887) 
[email protected] 
Attorneys for Plaintiff 
Securities & Exchange Commission 
351 S. West Temple, Suite 6.100 
Salt Lake City, Utah 84101 
Tel.  801-524-5796 
Fax: 801-524-5262 
 

 
IN THE UNITED STATES DISTRICT COURT 
DISTRICT OF UTAH, CENTRAL DIVISION 

 
 

 
SECURITIES AND EXCHANGE 
COMMISSION, 

 
  PLAINTIFF, 
 
v.  
 
WILLIAM J. BOWSER, an individual, 
CHRISTOPHER J. ASHBY, an individual, 
SCOTT W. BEYNON, an individual, and 
JORDAN S. NELSON, an individual, 
 
  DEFENDANTS. 
 

 
 

COMPLAINT 
 
 
 

Case No.:  
 
Judge:  

 

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

against Defendants William J. Bowser, Christopher J. Ashby, Scott W. Beynon, and Jordan S. 

Nelson (collectively, “Defendants”) alleges as follows: 

Case 2:20-cv-00918-TS   Document 2   Filed 12/30/20   PageID.2   Page 1 of 16

mailto:[email protected]
mailto:[email protected]
mailto:[email protected]
mailto:[email protected]


2 
 

INTRODUCTION 

1. This case involves an offering fraud related to Noah Corporation (“Noah”), the 

operator of commercial event centers, and Rockwell Debt Free Properties, Inc. (“Rockwell”), a 

seller of securities in Noah. 

2. William J. Bowser, the founder and (former) President of Noah, along with 

Christopher J. Ashby, Scott W. Beynon, and Jordan S. Nelson, the founders and owners of 

Rockwell (the “Rockwell Defendants”), made material misrepresentations and omissions to sell 

securities comprising fractional, tenant-in-common interests in Noah event centers (herein, the 

“Noah TIC Interests”).  The Noah event centers were, collectively, an unprofitable enterprise 

sustained only through infusions of new investor funds. 

3. Through their misconduct, the Defendants convinced approximately 90 investors 

to purchase over $35.9 million in securities in the form of Noah TIC Interests between 

approximately January 2017 and February 2019. 

4. The Defendants did not use investor funds as outlined in their offering materials 

and in their related discussions with investors.   

5. Bowser misappropriated and diverted investor funds meant for the development 

and construction of new event centers to sustain the existing operations of Noah, and the 

Rockwell Defendants approved Bowser’s funding requests without review.  

6. Many investors who thought they were purchasing an interest in a thriving event 

center were left with merely a piece of undeveloped land.     

Case 2:20-cv-00918-TS   Document 2   Filed 12/30/20   PageID.3   Page 2 of 16



3 
 

JURISDICTION AND VENUE 

7. This Court has subject matter jurisdiction by authority of Sections 20 and 22 of 

the Securities Act of 1933 (the “Securities Act”) [15 U.S.C. §§ 77t and 77v], and Sections 21 and 

27 of the Securities Exchange Act of 1934 (the “Exchange Act”) [15 U.S.C. §§ 78u and 78aa]. 

8. Defendants, directly and indirectly, singly and in concert, have made use of the 

means and instrumentalities of interstate commerce and the mails in connection with the 

transactions, acts and courses of business alleged herein, certain of which have occurred within 

the District of Utah. 

9. Venue for this action is proper in the District of Utah under Section 22(a) of the 

Securities Act [15 U.S.C. § 77v(a)], and under Section 27 of the Exchange Act [15 U.S.C. § 

78aa], because certain of the transactions, acts, practices, and courses of business alleged in this 

Complaint took place in this district and because the Defendants reside in and transact business 

in this district. 

10. Defendants, unless restrained and enjoined by this Court, will continue to engage 

in the transactions, acts, practices, and courses of business alleged herein, and in transactions, 

acts, practices, and courses of business of similar purport and object. 

11. Defendants’ conduct took place in connection with the offer, purchase and/or sale 

of securities. 

DEFENDANTS 

12.  William “Bil” J. Bowser, age 58 and a resident of Salt Lake City, Utah, was the 

founder and President of Noah.  Noah had a board of directors consisting of Bowser and two 

other individuals.  Bowser was the principal and control person of Noah.  He managed and 

Case 2:20-cv-00918-TS   Document 2   Filed 12/30/20   PageID.4   Page 3 of 16



4 
 

controlled Noah’s operations and interacted with Rockwell’s Noah TIC Interest investors until 

May 2019.  

13. Christopher J. Ashby, age 46 and a resident of Sandy, Utah, was a founder, 

President, CEO, and 32 ½ percent owner of Rockwell.  Ashby solicited investors to purchase 

Noah TIC Interests.   

14. Scott W. Beynon, age 43 and a resident of Kaysville, Utah, was a founder, Vice 

President, and 30 percent owner of Rockwell.  Beynon solicited investors to purchase Noah TIC 

Interests.  

15. Jordan S. Nelson, age 39 and a resident of Sandy, Utah was a founder, an Officer, 

and 17 ½ percent owner of Rockwell.  Nelson solicited investors to purchase Noah TIC Interests. 

RELATED ENTITIES 

16. Noah Corporation is a Utah corporation based in South Jordan, Utah.  Noah was 

formed in September 2003 by Bowser and was a private company owned by Bowser and 

approximately 500 other shareholders.  Noah filed for Chapter 11 bankruptcy in May 2019, and 

began operating under a restructuring plan.  In February 2020, the bankruptcy was converted to 

Chapter 7, and Noah was ordered to relinquish its operations. 

17. Rockwell Debt Free Properties, Inc. is a Utah corporation, formed in October 

2009 and based in Sandy, Utah.  The owners of Rockwell are Ashby (32 ½ percent owner), 

Beynon (30 percent owner), Nelson (17 ½ percent owner), and two silent partners (10 percent 

each).  Rockwell previously operated as Rockwell TIC, Inc., a Utah corporation, formed in 

August 2006.  Rockwell filed for Chapter 7 bankruptcy on November 2, 2020 and has ceased 

operations. 

Case 2:20-cv-00918-TS   Document 2   Filed 12/30/20   PageID.5   Page 4 of 16



5 
 

18. Gabriel Management Corporation (“Gabriel”) is a Utah corporation, formed in 

September 2005.  Bowser owned and controlled Gabriel and is its President and sole Director.  

Gabriel operated as Noah’s construction arm and did business as “Noah’s.”  Gabriel developed 

event center properties and made a profit on the construction of those properties.  Gabriel’s 

business registration expired July 15, 2020, and Gabriel is no longer in operation. 

STATEMENT OF FACTS 

Noah Corporation 

19. Noah, through Bowser, began developing and operating event centers around 

2005.  Bowser envisioned a national network of high-end event centers, and sold investors on 

that vision. Noah opened its first event center in January 2007, and by May 2019, Noah operated 

forty-two event venues across the United States. 

20. Around 2013, Bowser decided to sell Noah’s event centers (building and real 

property) and lease them back as a tenant, rather than being an owner-operator of the event 

centers.  In this way, Bowser was able to obtain influxes of cash for current obligations, albeit 

with the result that Noah’s liabilities and monthly expenses increased dramatically because Noah 

was obligated to make rental payments to the purchasers of the event centers.  

21. Bowser established another Utah corporation, Gabriel, to develop Noah’s event 

center properties for profit.  Although Gabriel and Noah had separate bank accounts, Bowser 

continually transferred and commingled funds between accounts.  Nearly all the event centers 

were losing money.  Without the continual influx of investor monies and Gabriel’s construction 

profits, Noah could not have sustained the operations of its event centers. 

Case 2:20-cv-00918-TS   Document 2   Filed 12/30/20   PageID.6   Page 5 of 16



6 
 

22. Bowser received a salary from Noah.  All or most of the salary Bower received 

from Noah from approximately January 2017 through February 2019 came from new investor 

funds as Noah was not profitable otherwise. 

Rockwell Debt Free Properties, Inc. 

23. The Rockwell Defendants formed Rockwell in or around 2009 to purchase 

commercial properties and resell them for profit. 

24. The Rockwell Defendants profited by marking up the price of properties they 

acquired and selling the property off in fractional, tenant-in-common interests to various 

investors. 

25. The Rockwell Defendants received salaries from Rockwell.  The salaries paid to 

the Rockwell Defendants by Rockwell from approximately January 2017 through February 2019 

included funds from Noah TIC Interests. 

Rockwell and Noah Partner Together 

26. In 2013, Rockwell began soliciting investors to purchase Noah TIC Interests.  

Initially, the event centers that were the subject of the Noah TIC Interests were already fully 

developed and operating.   

27. In or around 2015, the Rockwell Defendants and Bowser agreed to develop 

additional properties together.  Pursuant to the parties’ agreements, Bowser, through Noah’s 

construction arm, Gabriel, was to locate new properties (in the form of raw land) and construct 

event centers on those properties.  Rockwell was to provide funds to purchase the raw land and 

finance the development and construction of each event center for an agreed-upon price, which 

included a profit to Gabriel.  Rockwell, as owner of each new property, would then negotiate and 

enter into a lease agreement with Noah as the tenant. 

Case 2:20-cv-00918-TS   Document 2   Filed 12/30/20   PageID.7   Page 6 of 16



7 
 

28. The Rockwell Defendants offered and sold Noah TIC Interests in the undeveloped 

properties to fund the land purchase and construction costs, and subsequently would assign the 

lease to the Noah TIC Interest investors.  By July 2019, Rockwell had purchased 34 Noah 

properties for investment and resale to investors. 

29. Although the unbuilt event centers were not generating revenues, Rockwell 

guaranteed to Noah TIC Interest investors that rents would be paid from the time of the 

investor’s purchase of the Noah TIC Interest.  But, while Rockwell paid rents to Noah TIC 

Interest investors for the first nine months after their purchase, it also included the cost of these 

nine-month rental payment periods in the total price it charged investors for the Noah TIC 

Interests.  This structure was not disclosed to investors.   

30. The guaranteed rents from time of purchase were touted as an incentive to 

purchase Noah TIC Interests, and helped to drive interest in Noah TIC Interests, because it gave 

the false appearance that Noah was a thriving company.` 

Promotion and Sale of Noah TIC Interests  

31. The Rockwell Defendants also provided written materials and additional 

information to potential Noah TIC Interest investors claiming that Noah was profitable.  The 

written marketing materials stated that Noah had “demonstrated [the] ability to examine and 

modify [its] business to achieve maximum profitability,” and that “Noah’s anticipates revenues 

to well exceed the debt service and operating cost with their breakeven well below their currently 

operating occupancy levels.” 

32. For those event centers that were not yet developed, the brochures contained 

photos and renderings of a completed event center, but did not make clear that the centers in 

which investors would be purchasing an interest were still in development.   

Case 2:20-cv-00918-TS   Document 2   Filed 12/30/20   PageID.8   Page 7 of 16



8 
 

33. All Defendants made oral representations to potential investors that Noah was 

profitable and stable to induce potential investors to purchase Noah TIC Interests. 

34. Many investors believed that those undeveloped event centers in which they 

purchased interests were completed and already generating revenues at the time of their 

purchase, based on the information contained in the written marketing materials and 

representations made to them by all Defendants, as well as their receipt of monthly rental 

payments.  

35. Although claiming to conduct a thorough analysis of the tenants in their TIC 

offerings, the Rockwell Defendants did not conduct due diligence on Noah, as represented in 

conjunction with investors’ purchase of the Noah TIC Interests.  Instead, the Rockwell 

Defendants relied mainly on Bowser’s oral representations about the operation and profitability 

of Noah. 

36. From at least March 2015 through at least February 2017, the Rockwell 

Defendants reviewed financial statements showing that Noah was operating at net losses in 2014, 

2015, and 2016, of $3.1 million, $3.3 million, and $3.2 million, respectively.  The financial 

statements further showed that Noah had accumulated losses of approximately $8 million, and 

had only $3.5 million in assets with $11.5 million in liabilities. 

37. The Rockwell Defendants and Bowser knew or should have known that their 

representations and omissions about Noah’s financial condition and future prospects, including 

that Noah was profitable, were false or misleading. 

Noah’s Worsening Financial Problems 

38. In or around late 2016 and early 2017, Bowser and Ashby had discussions about 

Noah’s financial difficulties; including Noah’s construction cost overruns, construction delays, 

Case 2:20-cv-00918-TS   Document 2   Filed 12/30/20   PageID.9   Page 8 of 16



9 
 

and other issues.  Based on these representations by Bowser, Rockwell loaned Noah $6 million 

in January 2017. 

39. The $6 million loan did nothing to alleviate Noah’s financial problems.  The 

money was quickly spent to satisfy current obligations, including rents due to Noah TIC Interest 

investors. 

40. The Rockwell Defendants and Bowser failed to disclose to prospective Noah TIC 

Interest investors their knowledge of Noah’s financial difficulties or the $6 million loan. 

Misappropriation of Investor Funds  

41. The Rockwell Defendants represented to investors that their investment funds 

would be placed into escrow at the title company and disbursed only to purchase an interest in a 

specific property or to pay for the construction of improvements on the property on a 

reimbursement basis.  In practice, however, Rockwell did not segregate funds in escrow.   

42. Contrary to the Rockwell Defendants’ representations to investors, Rockwell’s 

and Noah’s practice was for Rockwell to receive funds from escrow as soon as Rockwell 

purchased the raw land for a new event center.  Rockwell would then disburse the investor funds 

to Gabriel, Noah’s construction arm, upon receiving a draw request from Bowser on Gabriel’s 

behalf.  The draw requests consisted of a form spreadsheet with a list of various construction 

expenses.   

43. Rockwell regularly disbursed funds to Gabriel in response to Bowser’s draw 

requests, but had no controls in place to ensure that the itemized expenses listed in the form 

spreadsheets were legitimate. The Rockwell Defendants failed to conduct a reasonable inspection 

to verify that the construction work claimed to be expensed was actually completed. 

Case 2:20-cv-00918-TS   Document 2   Filed 12/30/20   PageID.10   Page 9 of 16



10 
 

44. In fact, the draw requests Bowser submitted to Rockwell were fraudulent, and did 

not list actual expenses.  Because Noah never generated enough income to cover its expenses, 

Bowser regularly used the Gabriel draw requests to obtain investor funds from Rockwell to cover 

expenses associated with Noah’s current operations, including rent payments.  Bowser directed 

that the Gabriel draw requests be falsified to list construction expenses that were not incurred, 

but that equaled the amount Noah needed at the time to fund its operating expenses and other 

obligations.   

45. In this way, Bowser diverted investor funds earmarked for specific properties and 

instead used them for Noah’s and Bowser’s operational and other expenses, and payments to 

prior investors (through rental payments to Noah TIC Interest owners), rather than for 

construction of new event centers, as represented.   

46. Funds allocated for a specific property were thereby depleted with little or no 

development.  To date, five Noah event center properties remain undeveloped, and all the funds 

provided by investors through the purchase of Noah TIC Interests for those properties have been 

depleted.   

47. The Rockwell Defendants knew or should have known that the Gabriel draw 

requests were fraudulent, because the draw requests included construction expenses that were 

facially inconsistent with the state of development at the new Noah event center properties.  For 

example, Gabriel requested (and received) over twenty percent of the total funds allotted for 

construction before Rockwell had even purchased the raw land for twelve different Noah event 

centers under development.  Upon a reasonable inspection, it should have been clear that most or 

all of these expenses could not have been incurred when the land necessary to construct the event 

centers had not yet been acquired. 

Case 2:20-cv-00918-TS   Document 2   Filed 12/30/20   PageID.11   Page 10 of 16



11 
 

48. In or around February 2019, Rockwell informed Bowser that it would no longer 

develop new event center properties with Noah.  This eliminated Noah’s access to new Noah 

TIC Interest investor funds and, as a result, Noah began to miss rent payments owed to existing 

Noah TIC Interest investors.   

49. With the unpaid rent payments, Noah’s financial problems were revealed to Noah 

TIC Interest investors.  Some investors learned for the first time that the properties in which they 

purchased an interest, which they previously believed contained fully developed and revenue-

generating event centers, were merely undeveloped pieces of land.   

Defendant Bowser Acted With Scienter 

50. Bowser knowingly engaged in a long-running course of conduct designed to 

deceive investors. 

51. Bowser commingled investor funds and used new investor funds to pay returns to 

earlier investors in the form of rents to Noah TIC Interest investors. 

52. Bowser was fully aware of Noah’s financial difficulties because he controlled all 

of Noah’s operations and finances. 

53. Bowser has admitted under oath that he knowingly misappropriated and diverted 

investor funds and that he routinely used revenues from some properties to cover shortfalls at 

others.  In a call with Rockwell investors, Bowser additionally admitted he “robbed Peter to pay 

Paul.” 

54. Bowser has also admitted under oath that he knowingly falsified draw requests to 

Rockwell to obtain investor funds to use improperly. 

  

Case 2:20-cv-00918-TS   Document 2   Filed 12/30/20   PageID.12   Page 11 of 16



12 
 

Noah TIC Interests Are Securities 

55. The Noah TIC Interests are investment contracts.   

56. Investors invested money with Rockwell to purchase individual Noah TIC 

Interests in real property. 

57. The investment in Noah TIC Interests was a common enterprise and an 

opportunity for profit.  Investor monies were pooled together to fund the purchase and/or 

construction of a specific operating and functional event center, of which each investor would 

own a percentage of the building and land, in order to provide investors with profits in the form 

of rental income. 

58. The Noah TIC Interest investors expected profits based on the efforts of others, in 

particular, Rockwell and Noah.  Rockwell and/or Noah or their agents were responsible for the 

location, purchase, development, and construction of the buildings, as well as all management, 

operations, and maintenance of the event centers to generate profits.  The Rockwell Defendants 

represented and marketed the Noah TIC Interests as a “passive” investment in which the Noah 

TIC Interest investors had no managerial responsibilities and had only to collect their monthly 

rental checks. 

59. The Rockwell Defendants regularly solicited and negotiated with investors to 

purchase Noah TIC Interests in specific Noah properties prior to Rockwell actually acquiring a 

fully developed property.  All TIC owners, including Rockwell, were subject to a Tenancy in 

Common Agreement.  Noah TIC Interests were also subject to a “Property Administrator 

Agreement, which provided that the PA may only be terminated by written notice signed by all 

co-owners of the property. 

Case 2:20-cv-00918-TS   Document 2   Filed 12/30/20   PageID.13   Page 12 of 16



13 
 

FIRST CAUSE OF ACTION 
EMPLOYMENT OF A DEVICE, SCHEME OR ARTIFICE TO DEFRAUD 

Violation of Section 17(a)(1) of the Securities Act [15 U.S.C. § 77q(a)(1)] 
(Bowser) 

 
60. The Commission realleges and incorporates by reference the allegations contained 

in paragraphs 1 through 59 above. 

61. Defendant Bowser, by engaging in conduct described above, directly or 

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

transportation or communication in interstate commerce or by use of the mails, with scienter, 

employed devices, schemes, or artifices to defraud. 

62. By reason of the foregoing, Defendant Bowser, directly or indirectly, violated, 

and unless restrained and enjoined by this Court, will continue to violate Section 17(a)(1) of the 

Securities Act [15 U.S.C. § 77q(a)(1)]. 

SECOND CAUSE OF ACTION 
FALSE STAEMENTS OR OMISSIONS IN THE OFFER OR SALE OF SECURITIES 

Violations of Section 17(a)(2) of the Securities Act [15 U.S.C. § 77q(a)(2)]  
(Ashby, Beynon, and Nelson) 

 
63. The Commission realleges and incorporates by reference the allegations contained 

in paragraphs 1 through 59 above. 

64. Defendants Ashby, Beynon, and Nelson, by engaging in the conduct described 

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

instruments of transportation or communication in interstate commerce or by use of the mails, 

with negligence, obtained money or property by means of untrue statements of material facts and 

omissions. 

Case 2:20-cv-00918-TS   Document 2   Filed 12/30/20   PageID.14   Page 13 of 16



14 
 

65. By reason of the foregoing, Defendants Ashby, Beynon, and Nelson, directly or 

indirectly, violated, and unless restrained and enjoined by this Court, will continue to violate 

Section 17(a)(2) of the Securities Act [15 U.S.C. § 77q(a)(2)] 

THIRD CAUSE OF ACTION 
FRAUD IN THE OFFER OR SALE OF SECURITIES 

Violations of Section 17(a)(3) of the Securities Act [15 U.S.C. § 77q(a)(3)] 
(Bowser, Ashby, Beynon, and Nelson) 

 
66. The Commission realleges and incorporates by reference the allegations contained 

in paragraphs 1 through 59 above. 

67. Defendants Bowser, Ashby, Beynon, and Nelson, by engaging in the conduct 

described above, directly and indirectly, in the offer and sale of securities, by the use of the 

means or instruments of transportation or communication in interstate commerce or by use of the 

mails, with negligence or scienter, engaged in transactions, practices, or courses of business 

which operate or would operate as a fraud or deceit upon the purchaser. 

68. By reason of the foregoing,  Defendants Bowser, Ashby, Beynon, and Nelson, 

directly or indirectly, violated, and unless restrained and enjoined will continue to violate, 

17(a)(3) of the Securities Act [15 U.S.C. § 77q(a)(3)]. 

FOURTH CAUSE OF ACTION 
FRAUD IN CONNECTION WITH THE PURCHASE OR SALE OF SECURITIES 

Violations of Section 10(b) of the Securities Exchange Act of 1934 [15 U.S.C. § 78j(b)] and 
Rule 10b-5(a) and (c) thereunder [17 C.F.R. § 240.10b-5(a) and (c)] 

(Bowser) 
 

69. The Commission realleges and incorporates by reference the allegations contained 

in paragraphs 1 through 59 above. 

70. Defendant Bowser by engaging in the conduct described above, directly or 

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

connection with the purchase or sale of securities, with scienter, employed devices, schemes, or 

Case 2:20-cv-00918-TS   Document 2   Filed 12/30/20   PageID.15   Page 14 of 16



15 
 

artifices to defraud, or engaged in acts, practices, or courses of business that operated or would 

operate as a fraud and deceit upon other persons. 

71. By reason of the foregoing, Bowser violated, and unless restrained and enjoined 

will continue to violate Section 10(b) of the Exchange Act [15 U.S.C. §78j(b)] and Rule 10b-5(a) 

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

FIFTH CAUSE OF ACTION 
UNREGISTERED BROKER DEALER 

Violations of Section 15(a) of the Exchange Act [15 U.S.C. § 78o(a)] 
(Ashby, Beynon, and Nelson) 

 
72. The Commission realleges and incorporates by reference the allegations contained 

in paragraphs 1 through 59 above. 

73. Defendants Ashby, Beynon, and Nelson, by engaging in the conduct described 

above, directly or indirectly, by the use of means or instrumentalities of interstate commerce or 

use of the mails, in connection with the purchase or sale of securities, effected transactions in, or 

induced or attempted to induce the purchase or sale of securities, without being registered with 

the Commission. 

74. By reason of the foregoing, Defendants Ashby, Beynon, and Nelson violated, and 

unless restrained and enjoined will continue to violate Section 15(a) of the Exchange Act [15 

U.S.C. §78o(a)].  

RELIEF REQUESTED 

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

Judgment: 

I. 

Finding that Defendants violated the securities laws and rules promulgated thereunder as 

alleged against them herein. 

Case 2:20-cv-00918-TS   Document 2   Filed 12/30/20   PageID.16   Page 15 of 16



16 
 

II. 

 Permanently restraining and enjoining Defendants from violating, directly or indirectly, 

the securities laws and rules promulgated thereunder they are alleged to have violated. 

III. 

 Ordering Defendants to disgorge any ill-gotten gains and to pay prejudgment interest on 

those amounts. 

IV. 

 Ordering Defendants to pay civil monetary penalties pursuant to 20(d) of the Securities Act 

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

V. 

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

 
VI. 
 

Retaining 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. 

 Dated this 30th day of December 2020. 
 
       Respectfully submitted, 
 
 
 
       __/s/ Casey Fronk__________________ 
       Casey Fronk 
       U.S. Securities and Exchange Commission 
       Attorneys for Plaintiff 
 

Case 2:20-cv-00918-TS   Document 2   Filed 12/30/20   PageID.17   Page 16 of 16


	I.
	II.
	Permanently restraining and enjoining Defendants from violating, directly or indirectly, the securities laws and rules promulgated thereunder they are alleged to have violated.
	III.
	Ordering Defendants to disgorge any ill-gotten gains and to pay prejudgment interest on those amounts.
	IV.
	Ordering Defendants to pay civil monetary penalties pursuant to 20(d) of the Securities Act [15 U.S.C. §77t(d)] and Section 21(d) of the Exchange Act [15 U.S.C. §78u(d)].
	V.
	Granting such other and further relief as the Court may deem just and proper.
	VI.