Case 03 — GP Solutions, Inc.
CIK: 1424264 Ticker (OTC): GWPD (post-pivot) State of incorporation: Nevada SIC (filed): 0700 — Agricultural Services (never updated despite cannabis pivot)
Charging document
- SEC v. GP Solutions, Inc., et al., C.D. Cal., Case No. 2:26-cv-00184
- Complaint filed: 2026-01-08
- Named defendants: Cary Lee Peterson (CEO), Robert Daniel Crandall (control person), GP Solutions, Inc.
- Alleged conduct: Fraudulent Reg-A offering on a previously dormant shell. False statements regarding revenue, contracts, and product (claimed "GrowPods" — vertical-farming cannabis container modules). Manipulative trading in OTC market.
- Dollar amount: Approximately $3.6 million raised through Reg-A; OTC market-cap inflation peaked at approximately $60 million at the height of the pump.
EDGAR filing chronology
| Date | Form | Accession | Significance |
|---|---|---|---|
| 2008-01-15 | REGDEX (paper) | (paper) | Original shell registration as agriculture-services entity |
| 2008 → 2019 | — | — | 11-year dormancy — zero filings |
| 2019-09-20 | 1-A | 0001731122-19-000555 | Reg-A offering circular on dormant shell; SIC stays 0700; product pivoted to cannabis-pod IP |
| 2021-05-28 | Form D | 0001551163-21-000032 | Parallel Reg-D raise during the same campaign |
| 2022-05-20 | SEC STAFF ACTION | 9999999997-22-002999 | SEC staff posted formal action against this CIK 3.6 years before complaint |
| 2026-01-08 | — | — | SEC complaint filed |
Four lifetime filings. An 11-year dormancy bookended by a Reg-A on a CIK that the EDGAR submissions JSON still records as SIC: 0700 Agricultural Services — even though the offering circular markets vertical-farm cannabis pods. The SIC code never moved.
Per-heuristic scoring
| # | Heuristic | Trip? | Earliest accession date | Weight | Score |
|---|---|---|---|---|---|
| 1 | name_recycling |
NO (no formerNames in submissions JSON, despite product pivot) | — | 3 | 0 |
| 2 | shell_reactivation |
YES — 11-year dormancy before 1-A | 2019-09-20 | 3 | 3 |
| 3 | reverse_merger_chain |
NO — no 5.06/2.01/5.03 cluster | — | 3 | 0 |
| 4 | penny_stock_s1_s8 |
NO — Reg-A path, not S-1 | — | 2 | 0 |
| 5 | late_filer_cluster |
NO — no periodics to be late on | — | 2 | 0 |
| 6 | going_dark_blackout |
NO (active at complaint filing) | — | 2 | 0 |
| 7 | filer_agent_overlap |
UNKNOWN — filer 0001731122 (1-A) is a known filing-agent prefix; cross-check needed | 2019-09-20 | 3 | 0 |
| 8 | form_d_only_issuer |
PARTIAL — Form D 2021 in mix; not sole filing | — | 3 | 0 |
| 9 | reg_s_issuance |
UNKNOWN — body-text not scanned | — | 2 | 0 |
| 10 | reg_a_offering |
YES — 1-A on dormant shell (≤5 filings before, ≥5 years dormancy) | 2019-09-20 | 2 | 2 |
| 11 | sic_code_drift |
INVERSE — SIC frozen at 0700 while product pivoted to cannabis | 2019-09-20 | 2 | 2 |
| 12 | promissory_note_clauses |
UNKNOWN | — | 2 | 0 |
| 13 | opinion_letter_presence |
UNKNOWN — 1-A exhibits not parsed | — | 3 | 0 |
| 14 | form_144_outlier |
UNKNOWN | — | 2 | 0 |
| 15 | sec_staff_action |
YES — accession 9999999997-22-002999 | 2022-05-20 | 3 | 3 |
| 16 | self_filer_for_material_capital |
NO — filed through 0001731122 | — | 2 | 0 |
Headline structural score: 10 / 38. With body-text augmentation (heuristics 9, 12, 13): 13–16 range.
Two new heuristics, both surfaced by this case
reg_a_offering (heuristic 10)
A Form 1-A (or 1-A/A) filed on a CIK with ≥ 5 years of dormancy and ≤ 5 lifetime filings before it. Reg-A+ was designed for emerging companies; its appearance on a dormant shell is a near-perfect inverse of the intended use and matches the GP Solutions pattern exactly. Weight: 2.
sec_staff_action (heuristic 15)
The presence of a SEC STAFF ACTION row in filings.recent is dispositive — the SEC has already opened a non-public action against the CIK. Accession prefix 9999999997 is the canonical staff-action filer. By the time staff posts this, charging is plausible within 24 months. Weight: 3.
Both heuristics are now in the catalog (README.md heuristics 10 and 15).
The frozen-SIC anti-pattern
The original sic_code_drift heuristic (now heuristic 11) fires when SIC changes by ≥ 1 major group within 24 months. GP Solutions presents the inverse: the SIC is frozen at 0700 (agriculture) while the issuer markets a cannabis product line and raises $3.6M against it. The submissions JSON sicDescription reads as a stale label inconsistent with the marketing copy.
Both directions of SIC anomaly score on heuristic 11:
- Drift — SIC changes during a 24-month name-churn (RTSL).
- Freeze — SIC stays put through a material product pivot (GP Solutions).
The unified rule is "SIC inconsistent with current line of business," verifiable by comparing sicDescription to the issuer's most recent offering-circular product description.
Precrime lead time
- Earliest trip date: 2019-09-20 (the 1-A on the 11-year dormant shell — trips
shell_reactivation+reg_a_offering+sic_code_drift). - SEC complaint date: 2026-01-08.
- Lead time: 6 years, 3 months before SEC action.
The intermediate milestone is the SEC STAFF ACTION on 2022-05-20 — once that accession lands, the lead time to charging tightens to 3.6 years. A live precrime monitor should treat heuristic 15 as a Tier-1 escalation: anything else on the same CIK becomes priority.
Cane-scheme pattern match
GP Solutions matches the SDI shell-reactivation pattern: dormant CIK 13156 (Secured Diversified Investments) was reactivated through a name change and recapitalization, with insiders extracting value before bankruptcy. Both used a stale SIC as a misdirection from the actual current business line. Both attracted SEC staff attention before formal charging.
The structural signal — a Reg-A on a CIK with double-digit-year dormancy — is one of the cleanest, lowest-false-positive precrime triggers in the catalog. It does not require body-text scanning, regex, or NER. The signal is two integers on the EDGAR submissions JSON: dormancy years and lifetime filing count.