Shannon Illingworth and GP Solutions, Inc.

U.S. SECURITIES AND EXCHANGE COMMISSION Litigation Release No. 26468 / January 27, 2026 Securities and Exchange Commission v. Shannon Illingworth et al., No. 2:26-cv-00184 (C.D. Cal. filed Jan. 8, 2026) SEC Obtains Final Consent Judgment In Connection With Alleged Fraud and Unregistered Offer and Sale of Securities On January 16, 2026, the U.S. District Court for the Central District of California entered a final consent judgment as to Shannon Illingworth and GP Solutions, Inc. in the SEC’s enforcement action against them. The SEC’s complaint, filed on January 8, 2026, alleged that the defendants engaged in a fraudulent scheme to conceal Illingworth’s control of GP Solutions, a public company, and hide from the investing public that most of GP Solutions’ revenue came from sales of shipping containers or “pods” to related parties secretly controlled by Illingworth, and deceive investors about the company’s true financial condition. According to the complaint, GP Solutions issued numerous materially false and misleading financial reports that failed to properly disclose that the company’s related party transactions, from 2019 to 2021, accounted for between 65% and 89% of GP Solutions’ revenues. In addition, the complaint alleged, from January 2020 to November 2022, Illingworth, through his private company GP Capital Group, Inc., raised approximately $11 million through the unregistered offer and sale of securities in the form of sale-leaseback agreements whereby GP Capital Group sold and leased back pods for cannabis cultivation in Skiatook, Oklahoma. As alleged, the sale-leaseback agreements guaranteed investors quarterly payments of “rent” totaling, on an annual basis, 20% of the purchase price of the pod, and GP Capital Group’s prospectus referred to the sale-leaseback agreements as high yield investments where investors’ “money [would] grow with the pros.” Without admitting or denying the allegations in the SEC’s complaint, Illingworth and GP Solutions consented to the entry of a final judgment, that permanently enjoins each from violating the antifraud provisions of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and permanently enjoins Illingworth from violating Section 5 of the Securities Act of 1933. The judgment also orders Illingworth to pay a $100,000 civil penalty, imposes a five-year officer-director bar and a five-year penny stock bar. The SEC’s investigation was led by Thomas Peirce and supervised by Sheldon L. Pollock of the SEC’s New York Regional Office. The SEC’s litigation was led by Christopher Dunnigan under the supervision of Daniel Loss from that office. Resources <ul class="field