SEC v. Drive Planning, LLC; Russell Todd Burkhalter; Jacqueline Burkhalter; The Burkhalter Ranch Corporation; Drive Properties, LLC; Drive Gulfport Properties LLC, et al., No. 1:24-cv-03583, Northern District of Georgia (Aug. 14, 2024) — Complaint

UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF GEORGIA
(ATLANTA DIVISION)

UNITED STATES SECURITIES
AND EXCHANGE COMMISSION,

               Plaintiff,

               v. Civil Action No. _________
DRIVE PLANNING, LLC, and
RUSSELL TODD BURKHALTER,

               Defendants,

and

JACQUELINE BURKHALTER,
THE BURKHALTER RANCH
CORPORATION, DRIVE
PROPERTIES, LLC, DRIVE
GULFPORT PROPERTIES LLC,
and TBR SUPPLY HOUSE, INC.,

JURY TRIAL DEMANDED
              Relief Defendants.
 
  

 
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COMPLAINT
Plaintiff, the United States Securities and Exchange Commission
(“Commission” or “SEC”), alleges the following:
I. OVERVIEW
1. From 2020 through at least June 2024, Defendant Russell Todd
Burkhalter (“Burkhalter”) ran a Ponzi scheme through his business, Drive Planning,
LLC (“Drive Planning”), selling unregistered securities in the form of “Real Estate
Acceleration Loans” (“REAL”), which Burkhalter described in promotional materials
as a “bridge loan opportunity promising 10% in 3 months.”  As of the end of June
2024, over 2,000 investors had invested more than $300,000,000 in REAL.
2. Defendants encouraged people to tap their savings, their IRAs, and even
lines of credit, to invest in REAL.  As of early May 2024, the scheme was receiving
applications for over a million dollars every day, driven by an organization of more
than 100 sales agents.
3. Defendants and the sales agents they trained falsely told REAL
investors that Drive Planning pooled REAL investments and loaned that money out

 
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to property developers and/or used it to enter into joint ventures with property
developers, thereby earning the profits necessary to pay returns to REAL investors.
4. In fact, Drive Planning did not have any legitimate profitable enterprise
capable of generating the sums necessary to pay the promised 10 percent returns
every three months.  Instead, in classic Ponzi fashion, Burkhalter used money from
new investors to pay the supposed “returns” to existing investors and to maintain a
luxurious lifestyle.
5. Emergency relief is necessary.  While Burkhalter pledged, on June 10,
2024, to cease accepting new investments in REAL, and to cease paying
commissions or paying supposed returns to investors, he nevertheless paid sales
commissions to Drive Planning sales agents on June 21, 2024.  Moreover, Burkhalter
remains a signatory on bank accounts containing millions of dollars of investor funds
and has recently entered into a divorce settlement pursuant to which he may transfer
to his spouse property bought with investor funds.  There is a serious risk of
dissipation of assets that could, if preserved, help fund investor redress.
6. Given the scope and duration of this Ponzi scheme, an asset freeze and a
receiver are necessary to gather, preserve and protect whatever assets still exist for
the benefit of the victims of the Defendants’ Ponzi scheme.
 

 
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II. VIOLATIONS
7. The Defendants have (1) employed devices, schemes, and artifices to
defraud investors in the offer and sale of securities, (2) obtained money by means
of material misrepresentations and omissions, and (3) engaged in acts practices and
courses of business which operate as a fraud, all in violation of Sections 17(a)(1),
17(a)(2), and 17(a)(3) of the Securities Act of 1933 (“Securities Act”) [15 U.S.C.
§§ 77q(a)(1), 77q(a)(2), and 77q(a)(3)].
8. The Defendants have (1) employed devices, schemes, and artifices to
defraud investors in connection with the purchase and sale of securities, (2) made
material misrepresentations and misleading omissions, and (3) engaged in acts,
practices, and courses of business which operate as a fraud, all in violation of
Section 10(b) of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C.
§ 78j(b)] and subsections (a), (b), and (c) of Rule 10b-5 thereunder [17 C.F.R.
§§ 240.10b-5(a), (b), and (c)].
9. Defendant Burkhalter is also liable as a control person of Drive
Planning under Section 20(a) of the Exchange Act [15 U.S.C. § 78t(a)] for its
violations of Exchange Act Section 10(b) and Rules 10b-5(a), (b), and (c).
III. JURISDICTION AND VENUE
10. The Commission brings this action pursuant to Sections 20 and 22 of
the Securities Act [15 U.S.C. §§ 77t and 77v] and Sections 21(d) and 21(e) of the

 
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Exchange Act [15 U.S.C. §§ 78u(d) and 78u(e)] to enjoin Defendants from engaging
in the transactions, acts, practices, and courses of business alleged in this complaint,
and transactions, acts, practices, and courses of business of similar purport and
object, for disgorgement plus prejudgment interest, for civil penalties, for an officer
and director bar against Burkhalter, and for other equitable relief.
11. This Court has jurisdiction over this action pursuant to Section 22 of the
Securities Act [15 U.S.C. § 77v], Sections 21(d), 21(e), and 27 of the Exchange Act
[15 U.S.C. §§ 78u(d), 78u(e), and 78aa], and 28 U.S.C. § 1331.
12. Defendants, directly and indirectly, made use of the mails, and the
means and instrumentalities of interstate commerce in connection with the
transactions, acts, practices, and courses of business alleged in this complaint.
13. Certain of the transactions, acts, practices, and courses of business
constituting violations of the Securities Act and the Exchange Act occurred in the
Northern District of Georgia.  In addition, Defendant Burkhalter resides (at least part-
time) in this judicial district, Defendant Drive Planning maintains its principal place
of business in this judicial district, and certain REAL investors reside in this judicial
district.
14. Defendants, unless restrained and enjoined by this Court, will continue
to engage in the transactions, acts, practices, and courses of business alleged in this

 
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complaint, and in transactions, acts, practices, and courses of business of similar
purport and object.
IV. THE DEFENDANTS
15. Russell Todd Burkhalter, age 52, is a resident of St. Petersburg,
Florida.  Burkhalter is the sole owner of Drive Planning which he alone controls
and which he operates from offices in Alpharetta, Georgia.  He formerly held a
Series 65 securities license and has been licensed in Georgia as a resident
insurance agent since 1997.
16. Drive Planning, LLC is a Georgia limited liability company.
Burkhalter formed Drive Planning in 2015, listing himself as organizer and
registered agent, and listing offices in Johns Creek (Fulton County), Georgia.  At
all times relevant to this case, Burkhalter had actual control over Drive Planning’s
assets and operations, and ultimate control over the use and disposition of investor
funds.  In short, Drive Planning is the alter ego of Burkhalter.  The most recent
annual registration lists offices at 8000 Avalon Boulevard in Alpharetta, Georgia.
V. RELIEF DEFENDANTS
17. Jacqueline Burkhalter is a resident of Blue Ridge, Fannin County,
Georgia, in this judicial district.  She was Burkhalter’s wife while Burkhalter
operated his Ponzi scheme.

 
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18. The Burkhalter Ranch Corporation (“Burkhalter Ranch”) is a
Georgia corporation incorporated on August 21, 2021.  Burkhalter Ranch has its
principal office in Mineral Bluff, Georgia, in this judicial district.  Defendant
Burkhalter is the Chief Executive Officer and Relief Defendant Jacqueline
Burkhalter is listed as its Chief Financial Officer and Corporate Secretary.
19. Drive Properties, LLC (“Drive Properties”) is a Georgia limited
liability company formed on January 8, 2019, with its principal place of business in
Alpharetta, Georgia, in the same office as Defendant Drive Planning.  Relief
Defendant Jacqueline Burkhalter is the registered agent for service of process and
listed as the company’s Organizer.
20. TBR Supply House, Inc. (“TBR”) is a Georgia corporation formed
on January 17, 2022, with its principal place of business in Mineral Bluff, Georgia.
Relief Defendant Jacqueline Burkhalter is the registered agent for service of
process and listed as the company’s CEO, CFO, and Corporate Secretary.
21. Drive Gulfport Properties, LLC (“Drive Gulfport”) is a Florida
limited liability company formed on December 9, 2019, with its principal place of
business in St. Petersburg, Florida.  Relief Defendant Jacqueline Burkhalter is the
registered agent for service of process and listed as the company’s Manager.
 

 
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VI. FACTS
The Ponzi Scheme Begins
22. In 2020, Burkhalter began offering to the public what he described in
promotional materials as a “bridge loan opportunity promising 10% in 3 months.”
Burkhalter named the investment vehicle “REAL” (an acronym for “Real Estate
Acceleration Loan”).
23. Defendants produced and gave to potential investors promotional
materials, including a large-font three-page color brochure (the “REAL brochure”)
that described REAL in four bullet points:
 3-month term;
 10% return;
 Quitclaim deed collateral; and
 $20,000 minimum.
24. Investments in REAL were and are “securities,” as defined by federal
securities law.
25. Defendants offered the REAL investments for sale nationwide and
accepted investments from international investors.
26. Defendants distributed the REAL brochure to prospective investors
through the U.S. mail, by emailing it as a Portable Document Format (PDF), by

 
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reproducing it on the Drive Planning website (www.driveplanning.com), by
handing it directly to prospective investors during in-person sales presentations,
and by making hard copies available to Drive Planning’s sales agents.
27. Another bulleted list on the REAL brochure represented:
 If you have $20,000 you can participate;
 You can use money from your retirement account;
 You don’t have to be an accredited investor;
 You can use money from savings;
 You can use money from a line of credit; and
 You do not need to be a U.S. citizen.
28. Burkhalter and the sales agents he recruited to sell REAL represented
to prospective investors that Drive Planning would pool their money and loan it out
to property developers, and/or enter into joint ventures with property developers,
and thereby generate the profit necessary to meet obligations to REAL investors.
29. But the interest from property developers in doing business with Drive
Planning proved insufficient, and Drive Planning had no other profit-generating
enterprises sufficient to meet obligations to REAL investors, each of whom
expected a ten percent return every 90 days.

 
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A Scheme to Defraud from Day One
30. Analysis of Drive Planning bank records indicates that the first
investment in REAL occurred on September 22, 2020.
31. On that date, Drive Planning received and deposited a check for
$50,000 from the first REAL investor into a Drive Planning bank account at Truist
Bank, which had a beginning balance of $90,665.  From September 22, 2020, to
October 13, 2020, the account only received one additional deposit in the amount
of $6.
32. On October 13, 2020, Drive Planning transferred $112,000 out of that
account to a self-directed IRA.  Of this total, $90,671 in funds (the beginning
Truist balance and the $6 deposit) were unrelated to REAL investments.  This
means that the self-directed IRA transfer included at least $21,329 of REAL
investment funds.
 33. The self-directed IRA that received the $112,000 transfer, including
funds from the first REAL investor, was for the benefit of an individual who had
invested in a previous “energy” investment offered by Drive Planning.  The terms
of that investment called for principal and fixed return to be paid in October 2020.
 34. The following chart shows the above-described flow of money:

 
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35. Likewise, Burkhalter used funds from the second and third investors
in REAL for his personal benefit and not for bridge loans to property developers or
joint ventures with property developers.
 36. The second investor in REAL wired $30,000 into the Drive Planning
bank account at Truist on October 14, 2020.  The third investor wired in $150,000
on the same day.  At the time, the balance of the account was $11,689.  From
October 14 to November 16, 2020, the account received $1,500 in additional
deposits.
 37. On October 19, 2020, Burkhalter paid $40,000 to Atlantic RV Centers
LLC.
 38. From October 14 to November 16, 2020, Burkhalter spent another
$11,029 from the Drive Planning Truist bank account for additional RV-related
expenses.
First REAL Investment 9/22/2050,000$          
Total Investor Deposits50,000            Payment to Self‐Directed IRA112,000$       
Less: Other Deposits(90,671)          
Beginning Balance90,665            REAL Investment Funds Used21,329$          
Other Deposits6                       
Total Other Deposits90,671$          
Drive Planning Truist Account xx2951
From September 22, 2020 to October 13, 2020
Summary of First Investment Use

 
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 39. Then, on November 16, 2020, Burkhalter sent a wire out of the Drive
Planning Truist bank account for $42,518 to the law firm of Kessler & Solomiany,
LLC.
40. Kessler & Solomiany represented Burkhalter’s ex-wife.
41. The following chart shows the above-described flow of money from
the second and third REAL investors and shows that Burkhalter used $80,358 from
those investors for personal expenses, and not for bridge loans to property
developers or joint ventures with property developers:
 
 
Expanding the Scheme with Sales Agents and Sales Incentives
42. Beyond the REAL brochure and other website content, Defendants
increased the inflow of cash from REAL investors by recruiting and paying sales
agents, identified as “financial consultants” on the Drive Planning website.
Second REAL Investment30,000$         Atlantic RV Centers LLC40,000$          
Third REAL Investment150,000         Other RV Expenses11,029            
Total Investor Deposits180,000         Kessler & Solomiany LLC 42,518            
Non‐Real Estate Expenses93,547            
Beginning Balance11,689           Non‐Real Estate Expenses93,547            
Other Deposits1,500             Less: Other Deposits(13,189)          
Total Other Deposits13,189$         REAL Investment Funds Used80,358$          
Drive Planning Truist Account xx2951
From Oc
tober 14, 2020 to No
vember 16, 2020

 
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43. Defendants paid sales agents a four percent commission on each
REAL investment he or she sold, including on amounts that investors chose to
“rollover” into a new 90-day investment.
44. Defendants conducted frequent training seminars for Drive Planning
sales agents but did not directly disclose to all agents that Drive Planning did not
have a profit generating enterprise sufficient to meet obligations to REAL investors
and sales agents.
45. Defendants further motivated sales agents by creating two clubs for
top sales performers: The Presidents Club and the Chairman’s Council.  Entry into
the clubs required selling a certain amount of Drive Planning products, including
REAL.
46. Sales of $2,500,000 entitled the sales agent to membership in the
President’s Club.
47. Sales of $4,500,000 entitled the sales agent to membership in the
Chairman’s Council.
48. Membership in each group entitled the sales agent to an all-expense-
paid trip for two to destinations including Toronto, Cabo San Lucas, and the Greek
Isles.

 
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49. Defendants’ sales plan worked.  Drive Planning’s master spreadsheet
(“Spreadsheet”), on which it tracked investments, withdrawals, and other
information, shows that, through May 6, 2024, Defendants raised more than $336
million from more than 2,000 investors in at least 48 U.S. states, as well as other
countries, with $66.9 million of that amount coming from retirement accounts.
50.     The     above-referenced     Spreadsheet was the only tool by which Drive
Planning kept track of REAL investments.  Drive Planning did not use accounting
software, nor did it keep typical financial or accounting records.
51. According to the Spreadsheet, Drive Planning paid $131 million of
purported returns to investors.  Based on the Spreadsheet, Drive Planning owes
REAL investors $287,000,000, as of May 6, 2024.  The available bank records
approximately match these values, showing Defendants raised $372 million from
investors and repaid investors $154.9 million from September 2020 through June
2024.
52. Bank records show that Drive Planning transferred $65 million to
Automatic Data Processing, Inc. (“ADP”), Drive Planning’s payroll processor.
53. While Drive Planning did have a few W2 employees whose salaries
may be included in that figure, the vast majority of that amount was commission
payments to sales agents.
54. Because Drive Planning received only $17.6 million from sources

 
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other than REAL investors, at least $47.4 million of the above-mentioned $65
million in transfers to ADP must have been sourced from investor funds.
55. For one recent two-week period, Drive Planning paid sales
commissions of $1.92 million.
Preserving Capital for the Scheme Through Rollovers
56. Drive Planning furthered the scam by prompting investors to rollover
their REAL investments, including the supposed 10 percent return, at the end of the
three-month term.
57. Drive Planning did so by sending an email to investors at about day
60 of the 90-day term, asking whether investors wanted to make a withdrawal,
rollover the supposed balance into a new 90-day investment, or add additional
funds to the rollover investment.
58. In connection with solicitation of an election to withdraw or roll over
the investment, Drive Planning never disclosed that any withdrawal would
necessarily be sourced by, not a profit, but the principal invested by a later REAL
investor, nor that any interest credited was a phantom number and not the product
of profitable use of the investors’ funds.

 
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59. Drive Planning received $8.8 million in REAL investments in 2021,
$63.2 million in 2022, $163.1 million in 2023, and $100.3 million in 2024 (through
early May 2024).
No Viable Engine for Generating the Supposed 10 Percent Return
60. Bank records reveal that, contrary to what it represented to investors
and prospective investors, Drive Planning was not deploying the cash from REAL
investments into bridge loans to developers or joint ventures with developers.
61. Unbeknownst to investors, Drive Planning did not receive substantial
income from loans to or joint ventures with property developers.  Rather, Drive
Planning’s revenue sources were limited to commissions earned on life insurance
sales, membership fees (ranging from $2,000 to $5,000) from clients who received
financial planning services, and rental income from a few properties.
62. From September 1, 2020, to June 2024, Drive Planning’s main
accounts received deposits of $389.6 million.  Of these deposits, at least $372
million (95.4%) were received from investors in the REAL program.  During this
same period, Drive Planning only received funds totaling $17.6 million from other
sources, with $4 million of that from other investment programs Drive Planning
was running.
Ponzi Payments
63. Based on the bank records, from September 1, 2020, to June 2024,

 
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investors received “returns” of $154.9 million.  With $372 million of REAL
investor funds but only $17.6 million of potential non-REAL investor funds
available, at least approximately $137.2 million of the “returns” were Ponzi
payments, sourced from investor funds
. 
 
64. Without new investor funds, Drive Planning would not have been able
to meet its repayment obligations.  For example, in May of 2022, Drive Planning
received investor deposits of $3.3 million and non-investor deposits of $41,311 yet
paid out $518,874 to investors.
65. In September of 2023, Drive Planning accounts received investor
deposits of $16.8 million and non-investor deposits of $270,104 yet paid out $7.1
million to investors.
66. Since September of 2021, Drive Planning does not appear to have
been able to generate enough non-investor funds to repay investors.  Based on its
purported collateral and historical cash flows, it does not appear that Drive
Planning will be able to generate future revenue sufficient to pay its investors.
Spending Other People’s Money
67. In addition to misusing investor money for Ponzi payments,
Burkhalter misappropriated millions of dollars of investor funds to acquire and

 
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maintain a wealthy lifestyle.  Some examples of Burkhalter’s misappropriation
follow.
68. On October 20, 2023, Drive Planning transferred $3.1 million from
Drive Planning’s JPMorgan account to MarineMax for the purchase of a yacht
called “Stillwater”.  At least $2 million of this payment came from investor funds.
69. Purchase documents received from MarineMax show that Burkhalter
purchased the yacht for himself.
 
70. The MarineMax documents state that the yacht will be titled under
Burkhalter’s name and that, while Drive Planning would provide the payment, it
“will hold no claim or interest” in the yacht, now renamed “Live More.”
 
71. Below is a listing photo for the yacht taken prior to Burkhalter’s
purchase.

 
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72. From September 2020 to June 2024, Drive Planning and Burkhalter
spent additional large sums of investor funds on expenses that are not consistent
with the real estate deals represented to investors in the REAL program.
73. Because the funds to make these purchases came from Drive Planning
accounts that primarily held investor funds, Defendants must have used investor
funds to make these purchases.
74. For example, Drive Planning and Burkhalter spent $319,628 on
clothing, jewelry, and beauty treatments.  They spent $69,293 at Diamonds Direct,
$75,785 at Louis Vuitton, and $7,777 at Drip IV, a beauty and wellness company
located in St. Petersburg, Florida.

 
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75. Defendants also spent considerable funds on luxury travel and
vacations, including least $4.6 million on chartering private jets and luxury car
services, at least $183,871 on hotels and resorts (including $15,404 to Norwegian
Cruise Line, $12,750 to Access Italy, an Italian travel company, and $8,738 to
Expedia.com).
76. Drive Planning and Burkhalter used $1.3 million to repay investors in
Drive Planning’s other investment programs.
77. Defendants spent at least $749,243 on automobile related expenses,
including at least $92,127 to a Jaguar Land Rover dealer, $243,414 to Crown
Automotive in St. Petersburg, Florida, and another $67,006 to Carvana.
78. From May 24, 2021, through December 2023, Drive Planning
transferred $1.9 million to Coinbase.  Starting in April 2023, Drive Planning
received $1.2 million back from Coinbase, for a net of $732,966 transferred to
Coinbase.  Burkhalter also used investor funds to buy a ranch in Mineral Bluff
(Fannin County), Georgia.
79. On this property, Burkhalter used investor funds to build a large barn
(the “Staurolite Barn”) in Mineral Bluff, Georgia, which he rents out as an event
venue.
80. Burkhalter used investor funds to buy a clothing business in Blue
Ridge, Georgia.  Relief Defendant TBR Supply House operates that business.

 
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81. Burkhalter used at least $2 million in investor funds to buy a luxury
condo in Cabo San Lucas, Mexico.
82. In March 2024, Burkhalter wired $1,145,000 of investor funds to
NetJets, a private jet company.
83. On information and belief, Burkhalter used or intends to use real
estate purchased with investor funds to fund his obligations under a divorce
settlement.
Defendants’ Misrepresentations and Omissions
84. In addition to the above-described scheme to defraud, Defendants
further defrauded investors through material misrepresentations and omissions
made in connection with sales of REAL.
Investor A
85. For example, in 2022, Burkhalter and Drive Planning’s Chief
Operating Officer (“the COO”), spoke by phone to an investor in South Carolina
(“Investor A”), soliciting him to invest in REAL.  During that call, Burkhalter and
the COO represented that REAL would produce a guaranteed return of 10 percent
for a three-month investment and that the investor’s funds would be used to make
bridge loans to property developers or to enter profitable joint ventures with
property developers.

 
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86. In their conversations with Investor A, Burkhalter and the COO
referred him to a list of properties that they claimed were owned by Drive Planning
and would be collateral for his investment.
87. Neither Burkhalter nor the COO disclosed that Investor A’s
investment would or could be used to make principal or interest payments to other
investors.
88. Neither Burkhalter nor the COO told Investor A that his money would
or could be used to fund personal purchases by Drive Planning’s principals.
89. In reliance on the above representations and in ignorance of the above
omissions, Investor A invested $45,000 in REAL in 2022.  Encouraged by what he
thought were profits on that first investment, he invested another $100,000 in
REAL in 2024.
Investor B
90. In 2021, an investor in Georgia (“Investor B”) became a client of
Drive Planning, purchasing life insurance and receiving financial advice.
91. In a phone call in July 2021, Burkhalter solicited Investor B to invest
in REAL, telling him that REAL was a profit-sharing deal in which Drive Planning
would provide capital to a property developer, and that profits would be split with
REAL investors and used to pay the returns on the REAL investment.  Burkhalter

 
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guaranteed returns of 10 percent for a three-month investment and told Investor B
that there was an option to rollover the investment up to three times.
92. No one from Drive Planning told Investor B that his investment could
or would be used to make principal or interest payments to other investors, to fund
the personal expenses of Burkhalter, or that certain properties bought by Drive
Planning with investor money were not owned by Drive Planning.
93. In reliance on the above representations and in ignorance of the above
omissions, Investor B invested $100,000 in REAL in July 2021 and rolled over the
investment twice before withdrawing $133,000 in what he believed was principal
and interest in April 2022.
94. Reassured by what they believe to be “returns,” Investor B and his
spouse invested in REAL several more times, including on November 18, 2022
($20,000), on April 12, 2023 ($50,000), on April 14, 2023 ($100,000), on June 21,
2023 ($280,000), on June 26, 2023 ($25,000), on January 4, 2024 ($20,000), and
on January 15, 2024 ($30,000).  Some of the proceeds for the above additional
investments came from Investor B’s Roth IRA account and his children’s 529
accounts.
Company A
95. On or about March 28, 2023, Burkhalter and the COO visited the New
Jersey offices of a financial and insurance consulting firm (“Company A”).

 
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96. During that visit, Burkhalter and the COO promoted the REAL
program, telling the principal of Company A that REAL was designed to provide
bridge loans for highly profitable real estate development deals.
97. Burkhalter and the COO represented that REAL participants would
receive a ten percent rate of return every three months, and there was a choice to
roll over the investment plus interest or withdraw it at the end of each three-month
term.
98. Burkhalter and the COO also said that REAL investments were
protected by Drive Planning’s ownership of real property pledged as collateral.
99. Burkhalter and the COO did not disclose that REAL investments
would or could be used to pay back principal or interest to earlier investors, nor
that any supposed “return” could be funded by principal invested by later investors,
rather than by profits from real estate deals, nor that REAL investments would or
could be used to fund the personal expenses of Burkhalter and/or the COO.
100.   In reliance on the above representations and ignorance of the above
omissions, Company A invested $25,000 in REAL on or about February 16, 2021.
101.   Company A rolled over the funds for five quarters before withdrawing
$48,717.92.

 
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102.   Reassured by the “return” received as promised, Company A began
referring certain clients to Drive Planning for investment in REAL in exchange for
commission payments to Company A of four percent for each new REAL investor.
103.   On June 4, 2024, Company A received notice from Drive Planning via
email that it was halting new investments in REAL as of June 15.
104.   On June 5, 2024, the principal of Company A spoke to Burkhalter by
phone and asked whether there was a potential regulatory issue with Drive
Planning.
105.   Although he knew at the time that the SEC was investigating Drive
Planning, Burkhalter responded that there was no regulatory issue, and that the halt
in the REAL program was due to an internal audit.
Other Prospective REAL Investors
106.   As they had in the above-cited specific instances, Defendants told
other prospective REAL investors that Drive Planning generated the return for
REAL investors through its business ventures with property developers.
107.   In fact, unbeknownst to investors, Defendants did not have a profit-
generating enterprise sufficient to meet its obligations to REAL investors.
108.   As they had in the above-cited specific instances, Defendants told
prospective investors in REAL that their investments were collateralized by real
estate.

 
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109.   In fact, REAL investors held no security interest in any real estate.
Their investments were wholly unsecured.
110.   As they did in the above-cited specific examples, Defendants omitted
to disclose to other prospective REAL investors that Drive Planning’s revenue
from other sources could not possibly meet obligations to REAL investors.
111.    As they did in the above-cited specific examples, Defendants omitted
to disclose to other REAL investors that the payments they received at the end of
the 90-day term of their investment were funded by principal invested by other
REAL investors.
112.   As referenced above, Burkhalter represented to investors and
prospective investors that Drive Planning had purchased real estate that
collateralized its obligations to REAL investors.
113.   Defendants   created   and distributed a brochure entitled “The Drive
Planning Portfolio of Real Estate Investments” (“Drive Planning Real Estate
Brochure”).
114.   On that brochure, Defendants represented that, “The REAL
Opportunity not only has partners that we work with to offer bridge loans and
profit sharing in their real estate deals, but also has the full support of the assets of
Drive Planning’s own Portfolio of REAL Estate Investments.”

 
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115.   That representation was false and misleading in at least two respects.
116.   First, Defendants’ “bridge loans and profit sharing” deals with
supposed “partners” were extremely limited.  Defendants used a miniscule share of
the REAL funds for bridge loans and profit-sharing deals with partners.
117. The Drive Planning Real Estate Brochure was also false and
misleading in referring to Drive Planning’s supposed “Portfolio of REAL Estate
Investments.”  The brochure lists 23 properties, but only a few of them are titled in
the name of Drive Planning, while others are titled to Burkhalter individually.
Moreover, there is no documentation showing how any of these properties secured
Drive Planning’s obligations to REAL investors.
118. Defendants misled investors by omitting to disclose Burkhalter’s use
of investor funds to fund his purchases of luxury goods and services.
119. Defendants further misled investors by omitting to disclose their use
of investor funds to pay commissions to Drive Planning sales agents.
120. Defendants further misled investors by omitting to disclose their use
of investor funds for other Drive Planning business expenses.
121. Defendants further misled investors and prolonged the scheme by
producing videos in which Burkhalter touted the supposed bank balances and
properties that, he said, proved Drive Planning’s legitimacy, when he knew that the
REAL program had been a Ponzi scheme from its inception.

 
28
 
Relief Defendants Received Proceeds of the Ponzi Scheme
Jacqueline Burkhalter
 122.   Relief Defendant Jacqueline Burkhalter was married to Burkhalter
while Burkhalter operated his Ponzi scheme.
123.   Burkhalter used at least $6,603,088 in Drive Planning funds to
purchase real estate titled in the names of Todd and Jacqueline Burkhalter.
 124.   On June 1, 2023, Jacqueline Burkhalter filed a divorce action against
Burkhalter in the Superior Court of Fannin County, Georgia.
 125.   In her complaint, Jacqueline Burkhalter pled for a forensic accounting
of Drive Planning so that the assets of Drive Planning could be considered in the
equitable distribution of marital property.
 126.   On June 3, 2024, the parties reported to the Superior Court that they
had reached a settlement.
 127.   In addition to the real estate, Jacqueline Burkhalter received at least
$1,232,300 in additional cash transfers from Drive Planning, and another
$2,122,018 in transfers from Relief Defendant The Burkhalter Ranch.
 128.   Jacqueline Burkhalter does not have a legitimate claim to the above-
described assets because she provided nothing of value in return for them.

 
29
 
Burkhalter Ranch Corporation
 129.   Relief Defendant Burkhalter Ranch Corporation received ill-gotten
funds from the above-described Ponzi scheme.  Drive Planning paid at least $5.8
million to purchase properties in the Burkhalter Ranch Corporation’s name.  From
September 2020 through June 2024, Burkhalter Ranch received an additional $17.1
million in cash transfers from Drive Planning.
 130.   Because it provided nothing of value in return for these transfers,
Burkhalter Ranch does not have a legitimate claim to those assets.
Drive Properties
          131.          Relief          Defendant          Drive Properties received ill-gotten funds from the
above-described Ponzi scheme.  Specifically, Drive Planning paid at least $777,000
for properties, much of which came from investor funds, and titled those properties
in Drive Properties’ name.
 132.   Because it provided nothing of value in return for these properties,
Drive Properties does not have a legitimate claim to those assets.
Drive Gulfport
133.   Relief Defendant Drive Gulfport received ill-gotten funds from the
above-described Ponzi scheme.  Specifically, Drive Planning paid at least $944,118

 
30
 
for property, much of which came from investor funds, and titled that property in
Drive Gulfport’s name.
134.   Because it provided nothing of value in return for that property, Drive
Gulfport does not have a legitimate claim to that asset.
TBR
          135.          Relief          Defendant          TBR          received ill-gotten funds from the above-
described Ponzi scheme.  Specifically, TBR received $352,000 in cash transfers
from Relief Defendant Burkhalter Ranch.  In addition, Drive Planning paid at least
$900,000 for property, much of which came from investor funds, and titled that
property in TBR’s name.  Additionally, Drive Planning transferred at least an
additional $12,307 in cash to TBR.
 136.   Because it provided nothing of value in return for the property and
cash transfers, TBR does not have a legitimate claim to those assets.
 137.   In equity, Relief Defendants should disgorge the ill-gotten funds that
they received, for the benefit of victims of the Ponzi scheme.

 
31
 
Current State of the Scheme
138.   On June 10, 2024, Defendants represented to the SEC that they would
accept no new investments in REAL, would not pay amounts due to REAL
investors, and would not pay commissions to sales agents.
139.   Despite that pledge, Defendants paid sales commission on June 21,
2024.
140.   On information and belief, on July 23, 2024, Burkhalter sent an email
to Drive Planning sales agents, advising that the SEC was “reviewing” the REAL
investment program, and falsely suggesting that Drive Planning could get investors
“their payments in a timely manner” but for the SEC’s “review.”
 141.   In truth, as Burkhalter is aware, any such continued payments would
necessarily constitute a continuation of the Ponzi scheme, with Burkhalter
continuing to misrepresent payments to investors as coming from profits, rather
than from money invested by others.
142.   Burkhalter still has control over the tens of millions of dollars
currently in Drive Planning’s bank accounts, as well as over the tens of millions of
dollars’ worth of real estate and other property purchased with investor funds.

 
32
 
COUNT I—FRAUD

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

143.   Paragraphs 1 through 142 are hereby realleged and incorporated herein
by reference.
144.   Beginning in or around 2020 and continuing through the present,
Defendants, in the offer and sale of the securities described herein, by the use of
means and instruments of transportation and communication in interstate commerce
and by use of the mails, directly and indirectly, employed devices, schemes and
artifices to defraud purchasers of such securities, all as more particularly described
above.
145.    Defendants    knowingly,    intentionally, and/or recklessly engaged in the
aforementioned devices, schemes, and artifices to defraud.
146.    By reason of the foregoing, Defendants, directly and indirectly, have
violated and, unless enjoined, will continue to violate Section 17(a)(1) of the
Securities Act [15 U.S.C. § 77q(a)(1)].
 

 
33
 
COUNT II—FRAUD

Violations of Sections 17(a)(2) and 17(a)(3) of the Securities Act
[15 U.S.C. §§ 77q(a)(2) and 77q(a)(3)]

147.    Paragraphs 1 through 142 are hereby realleged and incorporated herein
by reference.
148.    Beginning in or around 2020 and continuing through the present,
Defendants, acting knowingly, recklessly, or negligently in the offer and sale of the
securities described herein, by use of means and instruments of transportation and
communication in interstate commerce and by use of the mails, directly and
indirectly:
                a.        obtained        money        and        property        by means of untrue statements of
material fact and omissions to state material facts necessary in order to make the
statements made, in light of the circumstances under which they were made, not
misleading; and
                b.        engaged        in        transactions,        practices and courses of business which
would and did operate as a fraud and deceit upon the purchasers of such securities, all
as more particularly described above.
149.    By reason of the foregoing, Defendants, directly and indirectly, have
violated and, unless enjoined, will continue to violate Sections 17(a)(2) and 17(a)(3)
of the Securities Act [15 U.S.C. §§ 77q(a)(2) and 77q(a)(3)].

 
34
 
COUNT III – FRAUD
Violations of Section 10(b) of the Exchange Act and
Sections (a), (b), and (c) of Rule 10b-5 thereunder
[15 U.S.C. § 78j(b) and 17 C.F.R. §§ 240.10b-5(a), (b), and (c)]

150.    Paragraphs 1 through 142 are hereby re-alleged and are incorporated
herein by reference.
151.    Between in or around 2020 and the present, Defendants, in connection
with the purchase and sale of securities described herein, by the use of the means and
instrumentalities of interstate commerce and by use of the mails, directly and
indirectly:
 a.        employed        devices,        schemes, and artifices to defraud;
 b. made untrue statements of material fact and omitted to state
material facts necessary in order to make the statements made, in light of the
circumstances under which they were made, not misleading; and
 c. engaged in acts, practices, and courses of business which would
and did operate as a fraud and deceit upon the purchasers of such securities, all as
more particularly described above.
152.    Defendants    knowingly,    intentionally, and/or recklessly engaged in the
aforementioned devices, schemes and artifices to defraud, made untrue statements of
material facts and omitted to state material facts, and engaged in fraudulent acts,
practices and courses of business.

 
35
 
153.    By reason of the foregoing, Defendants, directly and indirectly, have
violated and, unless enjoined, will continue to violate Section 10(b) of the Exchange
Act [15 U.S.C. § 78j(b)] and Sections (a), (b), and (c) of Rule 10b-5 thereunder [17
C.F.R. §§ 240.10b-5(a), (b), and (c)].
COUNT IV – CONTROL PERSON LIABILITY (FRAUD)

Violations of Section 20(a) of the Exchange Act
[15 U.S.C. § 78t(a)]
(Against Burkhalter)

154.    Paragraphs 1 through 153 are realleged and incorporated by reference
herein.
155.    At all times relevant hereto, Defendant Burkhalter controlled Drive
Planning for purposes of Section 20(a) of the Exchange Act [15 U.S.C. § 78t(a)].
156.    By engaging in the conduct alleged above, Defendant Burkhalter is
liable as a control person for Drive Planning’s violations of Section 10(b) of the
Exchange Act [15 U.S.C. § 78j(b)] and Rules 10b-5(a), (b), and (c) thereunder [17
C.F.R. §§ 240.10b-5(a), (b), and (c)].
COUNT V – DISGORGEMENT
(Against Relief Defendants)

157.    Paragraphs 1 through 156 are realleged and incorporated by reference
herein.
158.    As alleged above, Defendants violated the federal securities laws by
engaging in fraudulent activity and misappropriating substantial investor assets.

 
36
 
159.    Defendants,    directly or indirectly, transferred funds to Relief
Defendants, including by sending funds to Relief Defendants and paying for property
in the name of Relief Defendants.  Relief Defendants do not have a legitimate claim
to the assets Defendants transferred to them.
PRAYER FOR RELIEF
WHEREFORE, the Commission respectfully prays for:
I.
 A temporary restraining order and preliminary and permanent injunctions
enjoining the Defendants, their officers, agents, servants, employees, and attorneys
from violating, directly or indirectly, 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], and Sections
17(a)(1), 17(a)(2) and 17(a)(3) of the Securities Act [15 U.S.C. §§ 77q(a)(1),
(a)(2), (a)(3)].
II.
 An order barring Burkhalter 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(b) of the Exchange Act [15 U.S.C. § 78o(b)][15 U.S.C. § 77t(e) and 15
U.S.C. § 78u(d)(2)].
 

 
37
 
III.
An order requiring an accounting by Defendants of the amounts raised and
the use of proceeds from the fraudulent conduct described in this Complaint and
the disgorgement by Defendants of all ill-gotten gains or unjust enrichment with
prejudgment interest, to effect the remedial purposes of the federal securities laws.
IV.
An order requiring an accounting by each Relief Defendant of the amounts
received from Defendants and an order that they disgorge such amounts plus
prejudgment interest.
V.
An order pursuant to Section 21(d) of the Exchange Act [15 U.S.C.
§ 78u(d)] and Section 20(d) of the Securities Act [15 U.S.C. § 77t(d)] imposing
civil penalties against Defendants.
VI.
An order freezing the assets of Defendants pending further order of the
Court.
VII.
An order freezing real estate assets of Relief Defendants and any assets
derived, directly or indirectly, from amounts received from Drive Planning.
 

 
38
 
VIII.
An order preventing Defendants from destroying or concealing documents
until further order of this Court.
IX.
  An order expediting discovery.
X
.
 The appointment of a Receiver to take charge of Drive Planning and its
affiliates to preserve the value of the Defendants’ remaining assets for the benefit
of the Defendants’ victims.
XI.
 An order requiring Burkhalter to surrender all passport(s) issued to him to
the Clerk of Court and barring him from applying for or accepting any additional
passports and barring him from traveling outside the United States pending
resolution of this case on the merits.
XII.
 Such other and further relief as this Court may deem just, equitable, and
appropriate in connection with the enforcement of the federal securities laws and
for the protection of investors.
 

 
39
 
JURY TRIAL DEMAND
 The Commission hereby demands a trial by jury as to all issues that may
be so tried.
                    This          13
th
          day          of          August,          2024.
                                                  Respectfully          submitted,

     /s/Pat Huddleston II
                                                  Pat          Huddleston          II
                                                  Senior          Trial          Counsel
                                                  Georgia          Bar          No.          373984
                                                  [email protected]

M. Graham Loomis
                                                  Regional          Trial          Counsel
                                                  Georgia          Bar          No.          457868
     [email protected]

                                                  Harry          B.          Roback
                                                  Senior          Trial          Counsel
                                                  Georgia          Bar          No.          706790
                                                  [email protected]

                                                  Attorneys          for          Plaintiff
                                                  Securities          and          Exchange          Commission
     950 East Paces Ferry Road, NE, Suite 900
                                                  Atlanta,          GA          30326
                                                  Tel:          (404)          842-7616
     Facsimile: [email protected]

UNITED STATES DISTRICT COURT 
NORTHERN DISTRICT OF GEORGIA 

(ATLANTA DIVISION) 
 

UNITED STATES SECURITIES 
AND EXCHANGE COMMISSION, 

 

  

               Plaintiff,  

  

               v. Civil Action No. _________ 

DRIVE PLANNING, LLC, and 
RUSSELL TODD BURKHALTER,  
 
               Defendants, 
 
and 
 
JACQUELINE BURKHALTER, 
THE BURKHALTER RANCH 
CORPORATION, DRIVE 
PROPERTIES, LLC, DRIVE 
GULFPORT PROPERTIES LLC, 
and TBR SUPPLY HOUSE, INC., 
  

 

JURY TRIAL DEMANDED 

              Relief Defendants.  

 

   

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2 
 

 

COMPLAINT 

Plaintiff, the United States Securities and Exchange Commission 

(“Commission” or “SEC”), alleges the following: 

I. OVERVIEW 

1. From 2020 through at least June 2024, Defendant Russell Todd 

Burkhalter (“Burkhalter”) ran a Ponzi scheme through his business, Drive Planning, 

LLC (“Drive Planning”), selling unregistered securities in the form of “Real Estate 

Acceleration Loans” (“REAL”), which Burkhalter described in promotional materials 

as a “bridge loan opportunity promising 10% in 3 months.”  As of the end of June 

2024, over 2,000 investors had invested more than $300,000,000 in REAL.  

2. Defendants encouraged people to tap their savings, their IRAs, and even 

lines of credit, to invest in REAL.  As of early May 2024, the scheme was receiving 

applications for over a million dollars every day, driven by an organization of more 

than 100 sales agents.   

3. Defendants and the sales agents they trained falsely told REAL 

investors that Drive Planning pooled REAL investments and loaned that money out 

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3 
 

to property developers and/or used it to enter into joint ventures with property 

developers, thereby earning the profits necessary to pay returns to REAL investors.   

4. In fact, Drive Planning did not have any legitimate profitable enterprise 

capable of generating the sums necessary to pay the promised 10 percent returns 

every three months.  Instead, in classic Ponzi fashion, Burkhalter used money from 

new investors to pay the supposed “returns” to existing investors and to maintain a 

luxurious lifestyle. 

5. Emergency relief is necessary.  While Burkhalter pledged, on June 10, 

2024, to cease accepting new investments in REAL, and to cease paying 

commissions or paying supposed returns to investors, he nevertheless paid sales 

commissions to Drive Planning sales agents on June 21, 2024.  Moreover, Burkhalter 

remains a signatory on bank accounts containing millions of dollars of investor funds 

and has recently entered into a divorce settlement pursuant to which he may transfer 

to his spouse property bought with investor funds.  There is a serious risk of 

dissipation of assets that could, if preserved, help fund investor redress.    

6. Given the scope and duration of this Ponzi scheme, an asset freeze and a 

receiver are necessary to gather, preserve and protect whatever assets still exist for 

the benefit of the victims of the Defendants’ Ponzi scheme.   

   

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4 
 

II. VIOLATIONS 

7. The Defendants have (1) employed devices, schemes, and artifices to 

defraud investors in the offer and sale of securities, (2) obtained money by means 

of material misrepresentations and omissions, and (3) engaged in acts practices and 

courses of business which operate as a fraud, all in violation of Sections 17(a)(1), 

17(a)(2), and 17(a)(3) of the Securities Act of 1933 (“Securities Act”) [15 U.S.C. 

§§ 77q(a)(1), 77q(a)(2), and 77q(a)(3)].   

8. The Defendants have (1) employed devices, schemes, and artifices to 

defraud investors in connection with the purchase and sale of securities, (2) made 

material misrepresentations and misleading omissions, and (3) engaged in acts, 

practices, and courses of business which operate as a fraud, all in violation of 

Section 10(b) of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. 

§ 78j(b)] and subsections (a), (b), and (c) of Rule 10b-5 thereunder [17 C.F.R. 

§§ 240.10b-5(a), (b), and (c)].  

9. Defendant Burkhalter is also liable as a control person of Drive 

Planning under Section 20(a) of the Exchange Act [15 U.S.C. § 78t(a)] for its 

violations of Exchange Act Section 10(b) and Rules 10b-5(a), (b), and (c).   

III. JURISDICTION AND VENUE 

10. The Commission brings this action pursuant to Sections 20 and 22 of 

the Securities Act [15 U.S.C. §§ 77t and 77v] and Sections 21(d) and 21(e) of the 

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5 
 

Exchange Act [15 U.S.C. §§ 78u(d) and 78u(e)] to enjoin Defendants from engaging 

in the transactions, acts, practices, and courses of business alleged in this complaint, 

and transactions, acts, practices, and courses of business of similar purport and 

object, for disgorgement plus prejudgment interest, for civil penalties, for an officer 

and director bar against Burkhalter, and for other equitable relief.  

11. This Court has jurisdiction over this action pursuant to Section 22 of the 

Securities Act [15 U.S.C. § 77v], Sections 21(d), 21(e), and 27 of the Exchange Act 

[15 U.S.C. §§ 78u(d), 78u(e), and 78aa], and 28 U.S.C. § 1331. 

12. Defendants, directly and indirectly, made use of the mails, and the 

means and instrumentalities of interstate commerce in connection with the 

transactions, acts, practices, and courses of business alleged in this complaint. 

13. Certain of the transactions, acts, practices, and courses of business 

constituting violations of the Securities Act and the Exchange Act occurred in the 

Northern District of Georgia.  In addition, Defendant Burkhalter resides (at least part-

time) in this judicial district, Defendant Drive Planning maintains its principal place 

of business in this judicial district, and certain REAL investors reside in this judicial 

district.    

14. Defendants, unless restrained and enjoined by this Court, will continue 

to engage in the transactions, acts, practices, and courses of business alleged in this 

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6 
 

complaint, and in transactions, acts, practices, and courses of business of similar 

purport and object. 

IV. THE DEFENDANTS 

15. Russell Todd Burkhalter, age 52, is a resident of St. Petersburg, 

Florida.  Burkhalter is the sole owner of Drive Planning which he alone controls 

and which he operates from offices in Alpharetta, Georgia.  He formerly held a 

Series 65 securities license and has been licensed in Georgia as a resident 

insurance agent since 1997.  

16. Drive Planning, LLC is a Georgia limited liability company.  

Burkhalter formed Drive Planning in 2015, listing himself as organizer and 

registered agent, and listing offices in Johns Creek (Fulton County), Georgia.  At 

all times relevant to this case, Burkhalter had actual control over Drive Planning’s 

assets and operations, and ultimate control over the use and disposition of investor 

funds.  In short, Drive Planning is the alter ego of Burkhalter.  The most recent 

annual registration lists offices at 8000 Avalon Boulevard in Alpharetta, Georgia. 

V. RELIEF DEFENDANTS 

17. Jacqueline Burkhalter is a resident of Blue Ridge, Fannin County, 

Georgia, in this judicial district.  She was Burkhalter’s wife while Burkhalter 

operated his Ponzi scheme. 

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7 
 

18. The Burkhalter Ranch Corporation (“Burkhalter Ranch”) is a 

Georgia corporation incorporated on August 21, 2021.  Burkhalter Ranch has its 

principal office in Mineral Bluff, Georgia, in this judicial district.  Defendant 

Burkhalter is the Chief Executive Officer and Relief Defendant Jacqueline 

Burkhalter is listed as its Chief Financial Officer and Corporate Secretary. 

19. Drive Properties, LLC (“Drive Properties”) is a Georgia limited 

liability company formed on January 8, 2019, with its principal place of business in 

Alpharetta, Georgia, in the same office as Defendant Drive Planning.  Relief 

Defendant Jacqueline Burkhalter is the registered agent for service of process and 

listed as the company’s Organizer. 

20. TBR Supply House, Inc. (“TBR”) is a Georgia corporation formed 

on January 17, 2022, with its principal place of business in Mineral Bluff, Georgia.  

Relief Defendant Jacqueline Burkhalter is the registered agent for service of 

process and listed as the company’s CEO, CFO, and Corporate Secretary. 

21. Drive Gulfport Properties, LLC (“Drive Gulfport”) is a Florida 

limited liability company formed on December 9, 2019, with its principal place of 

business in St. Petersburg, Florida.  Relief Defendant Jacqueline Burkhalter is the 

registered agent for service of process and listed as the company’s Manager. 

   

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8 
 

VI. FACTS 

The Ponzi Scheme Begins 

22. In 2020, Burkhalter began offering to the public what he described in 

promotional materials as a “bridge loan opportunity promising 10% in 3 months.” 

Burkhalter named the investment vehicle “REAL” (an acronym for “Real Estate 

Acceleration Loan”). 

23. Defendants produced and gave to potential investors promotional 

materials, including a large-font three-page color brochure (the “REAL brochure”) 

that described REAL in four bullet points: 

 3-month term; 

 10% return; 

 Quitclaim deed collateral; and 

 $20,000 minimum. 

24. Investments in REAL were and are “securities,” as defined by federal 

securities law. 

25. Defendants offered the REAL investments for sale nationwide and 

accepted investments from international investors.   

26. Defendants distributed the REAL brochure to prospective investors 

through the U.S. mail, by emailing it as a Portable Document Format (PDF), by 

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9 
 

reproducing it on the Drive Planning website (www.driveplanning.com), by 

handing it directly to prospective investors during in-person sales presentations, 

and by making hard copies available to Drive Planning’s sales agents.  

27. Another bulleted list on the REAL brochure represented: 

 If you have $20,000 you can participate; 

 You can use money from your retirement account; 

 You don’t have to be an accredited investor; 

 You can use money from savings; 

 You can use money from a line of credit; and 

 You do not need to be a U.S. citizen. 

28. Burkhalter and the sales agents he recruited to sell REAL represented 

to prospective investors that Drive Planning would pool their money and loan it out 

to property developers, and/or enter into joint ventures with property developers, 

and thereby generate the profit necessary to meet obligations to REAL investors. 

29. But the interest from property developers in doing business with Drive 

Planning proved insufficient, and Drive Planning had no other profit-generating 

enterprises sufficient to meet obligations to REAL investors, each of whom 

expected a ten percent return every 90 days.  

  

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10 
 

A Scheme to Defraud from Day One 

30. Analysis of Drive Planning bank records indicates that the first 

investment in REAL occurred on September 22, 2020. 

31. On that date, Drive Planning received and deposited a check for 

$50,000 from the first REAL investor into a Drive Planning bank account at Truist 

Bank, which had a beginning balance of $90,665.  From September 22, 2020, to 

October 13, 2020, the account only received one additional deposit in the amount 

of $6.   

32. On October 13, 2020, Drive Planning transferred $112,000 out of that 

account to a self-directed IRA.  Of this total, $90,671 in funds (the beginning 

Truist balance and the $6 deposit) were unrelated to REAL investments.  This 

means that the self-directed IRA transfer included at least $21,329 of REAL 

investment funds.   

 33. The self-directed IRA that received the $112,000 transfer, including 

funds from the first REAL investor, was for the benefit of an individual who had 

invested in a previous “energy” investment offered by Drive Planning.  The terms 

of that investment called for principal and fixed return to be paid in October 2020.  

 34. The following chart shows the above-described flow of money: 

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11 
 

 

35. Likewise, Burkhalter used funds from the second and third investors 

in REAL for his personal benefit and not for bridge loans to property developers or 

joint ventures with property developers. 

 36. The second investor in REAL wired $30,000 into the Drive Planning 

bank account at Truist on October 14, 2020.  The third investor wired in $150,000 

on the same day.  At the time, the balance of the account was $11,689.  From 

October 14 to November 16, 2020, the account received $1,500 in additional 

deposits. 

 37. On October 19, 2020, Burkhalter paid $40,000 to Atlantic RV Centers 

LLC. 

 38. From October 14 to November 16, 2020, Burkhalter spent another 

$11,029 from the Drive Planning Truist bank account for additional RV-related 

expenses. 

First REAL Investment 9/22/20 50,000$          

Total Investor Deposits 50,000             Payment to Self‐Directed IRA 112,000$       

Less: Other Deposits (90,671)          

Beginning Balance 90,665             REAL Investment Funds Used 21,329$          

Other Deposits 6                       

Total Other Deposits 90,671$          

Drive Planning Truist Account xx2951

From September 22, 2020 to October 13, 2020

Summary of First Investment Use

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12 
 

 39. Then, on November 16, 2020, Burkhalter sent a wire out of the Drive 

Planning Truist bank account for $42,518 to the law firm of Kessler & Solomiany, 

LLC. 

40. Kessler & Solomiany represented Burkhalter’s ex-wife. 

41. The following chart shows the above-described flow of money from 

the second and third REAL investors and shows that Burkhalter used $80,358 from 

those investors for personal expenses, and not for bridge loans to property 

developers or joint ventures with property developers: 

 

 

Expanding the Scheme with Sales Agents and Sales Incentives 

42. Beyond the REAL brochure and other website content, Defendants 

increased the inflow of cash from REAL investors by recruiting and paying sales 

agents, identified as “financial consultants” on the Drive Planning website. 

Second REAL Investment 30,000$          Atlantic RV Centers LLC 40,000$          

Third REAL Investment 150,000          Other RV Expenses 11,029            

Total Investor Deposits 180,000          Kessler & Solomiany LLC  42,518            

Non‐Real Estate Expenses 93,547            

Beginning Balance 11,689            Non‐Real Estate Expenses 93,547            

Other Deposits 1,500              Less: Other Deposits (13,189)          

Total Other Deposits 13,189$          REAL Investment Funds Used 80,358$          

Drive Planning Truist Account xx2951

From October 14, 2020 to November 16, 2020

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43. Defendants paid sales agents a four percent commission on each 

REAL investment he or she sold, including on amounts that investors chose to 

“rollover” into a new 90-day investment.   

44. Defendants conducted frequent training seminars for Drive Planning 

sales agents but did not directly disclose to all agents that Drive Planning did not 

have a profit generating enterprise sufficient to meet obligations to REAL investors 

and sales agents. 

45. Defendants further motivated sales agents by creating two clubs for 

top sales performers: The Presidents Club and the Chairman’s Council.  Entry into 

the clubs required selling a certain amount of Drive Planning products, including 

REAL.   

46. Sales of $2,500,000 entitled the sales agent to membership in the 

President’s Club. 

47. Sales of $4,500,000 entitled the sales agent to membership in the 

Chairman’s Council. 

48. Membership in each group entitled the sales agent to an all-expense-

paid trip for two to destinations including Toronto, Cabo San Lucas, and the Greek 

Isles.  

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49. Defendants’ sales plan worked.  Drive Planning’s master spreadsheet 

(“Spreadsheet”), on which it tracked investments, withdrawals, and other 

information, shows that, through May 6, 2024, Defendants raised more than $336 

million from more than 2,000 investors in at least 48 U.S. states, as well as other 

countries, with $66.9 million of that amount coming from retirement accounts.   

50. The above-referenced Spreadsheet was the only tool by which Drive 

Planning kept track of REAL investments.  Drive Planning did not use accounting 

software, nor did it keep typical financial or accounting records. 

51. According to the Spreadsheet, Drive Planning paid $131 million of 

purported returns to investors.  Based on the Spreadsheet, Drive Planning owes 

REAL investors $287,000,000, as of May 6, 2024.  The available bank records 

approximately match these values, showing Defendants raised $372 million from 

investors and repaid investors $154.9 million from September 2020 through June 

2024. 

52. Bank records show that Drive Planning transferred $65 million to 

Automatic Data Processing, Inc. (“ADP”), Drive Planning’s payroll processor.   

53. While Drive Planning did have a few W2 employees whose salaries 

may be included in that figure, the vast majority of that amount was commission 

payments to sales agents.   

54. Because Drive Planning received only $17.6 million from sources 

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other than REAL investors, at least $47.4 million of the above-mentioned $65 

million in transfers to ADP must have been sourced from investor funds.   

55. For one recent two-week period, Drive Planning paid sales 

commissions of $1.92 million. 

Preserving Capital for the Scheme Through Rollovers 

56. Drive Planning furthered the scam by prompting investors to rollover 

their REAL investments, including the supposed 10 percent return, at the end of the 

three-month term. 

57. Drive Planning did so by sending an email to investors at about day 

60 of the 90-day term, asking whether investors wanted to make a withdrawal, 

rollover the supposed balance into a new 90-day investment, or add additional 

funds to the rollover investment. 

58. In connection with solicitation of an election to withdraw or roll over 

the investment, Drive Planning never disclosed that any withdrawal would 

necessarily be sourced by, not a profit, but the principal invested by a later REAL 

investor, nor that any interest credited was a phantom number and not the product 

of profitable use of the investors’ funds.  

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59. Drive Planning received $8.8 million in REAL investments in 2021, 

$63.2 million in 2022, $163.1 million in 2023, and $100.3 million in 2024 (through 

early May 2024). 

No Viable Engine for Generating the Supposed 10 Percent Return 

60. Bank records reveal that, contrary to what it represented to investors 

and prospective investors, Drive Planning was not deploying the cash from REAL 

investments into bridge loans to developers or joint ventures with developers.  

61. Unbeknownst to investors, Drive Planning did not receive substantial 

income from loans to or joint ventures with property developers.  Rather, Drive 

Planning’s revenue sources were limited to commissions earned on life insurance 

sales, membership fees (ranging from $2,000 to $5,000) from clients who received 

financial planning services, and rental income from a few properties. 

62. From September 1, 2020, to June 2024, Drive Planning’s main 

accounts received deposits of $389.6 million.  Of these deposits, at least $372 

million (95.4%) were received from investors in the REAL program.  During this 

same period, Drive Planning only received funds totaling $17.6 million from other 

sources, with $4 million of that from other investment programs Drive Planning 

was running.  

Ponzi Payments 

63. Based on the bank records, from September 1, 2020, to June 2024, 

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investors received “returns” of $154.9 million.  With $372 million of REAL 

investor funds but only $17.6 million of potential non-REAL investor funds 

available, at least approximately $137.2 million of the “returns” were Ponzi 

payments, sourced from investor funds. 

 

64. Without new investor funds, Drive Planning would not have been able 

to meet its repayment obligations.  For example, in May of 2022, Drive Planning 

received investor deposits of $3.3 million and non-investor deposits of $41,311 yet 

paid out $518,874 to investors.   

65. In September of 2023, Drive Planning accounts received investor 

deposits of $16.8 million and non-investor deposits of $270,104 yet paid out $7.1 

million to investors.   

66. Since September of 2021, Drive Planning does not appear to have 

been able to generate enough non-investor funds to repay investors.  Based on its 

purported collateral and historical cash flows, it does not appear that Drive 

Planning will be able to generate future revenue sufficient to pay its investors.   

Spending Other People’s Money 

67. In addition to misusing investor money for Ponzi payments, 

Burkhalter misappropriated millions of dollars of investor funds to acquire and 

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maintain a wealthy lifestyle.  Some examples of Burkhalter’s misappropriation 

follow. 

68. On October 20, 2023, Drive Planning transferred $3.1 million from 

Drive Planning’s JPMorgan account to MarineMax for the purchase of a yacht 

called “Stillwater”.  At least $2 million of this payment came from investor funds. 

69. Purchase documents received from MarineMax show that Burkhalter 

purchased the yacht for himself.   

70. The MarineMax documents state that the yacht will be titled under 

Burkhalter’s name and that, while Drive Planning would provide the payment, it 

“will hold no claim or interest” in the yacht, now renamed “Live More.”  

71. Below is a listing photo for the yacht taken prior to Burkhalter’s 

purchase.

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72. From September 2020 to June 2024, Drive Planning and Burkhalter 

spent additional large sums of investor funds on expenses that are not consistent 

with the real estate deals represented to investors in the REAL program. 

73. Because the funds to make these purchases came from Drive Planning 

accounts that primarily held investor funds, Defendants must have used investor 

funds to make these purchases.   

74. For example, Drive Planning and Burkhalter spent $319,628 on 

clothing, jewelry, and beauty treatments.  They spent $69,293 at Diamonds Direct, 

$75,785 at Louis Vuitton, and $7,777 at Drip IV, a beauty and wellness company 

located in St. Petersburg, Florida. 

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75. Defendants also spent considerable funds on luxury travel and 

vacations, including least $4.6 million on chartering private jets and luxury car 

services, at least $183,871 on hotels and resorts (including $15,404 to Norwegian 

Cruise Line, $12,750 to Access Italy, an Italian travel company, and $8,738 to 

Expedia.com). 

76. Drive Planning and Burkhalter used $1.3 million to repay investors in 

Drive Planning’s other investment programs. 

77. Defendants spent at least $749,243 on automobile related expenses, 

including at least $92,127 to a Jaguar Land Rover dealer, $243,414 to Crown 

Automotive in St. Petersburg, Florida, and another $67,006 to Carvana. 

78. From May 24, 2021, through December 2023, Drive Planning 

transferred $1.9 million to Coinbase.  Starting in April 2023, Drive Planning 

received $1.2 million back from Coinbase, for a net of $732,966 transferred to 

Coinbase.  Burkhalter also used investor funds to buy a ranch in Mineral Bluff 

(Fannin County), Georgia. 

79. On this property, Burkhalter used investor funds to build a large barn 

(the “Staurolite Barn”) in Mineral Bluff, Georgia, which he rents out as an event 

venue. 

80. Burkhalter used investor funds to buy a clothing business in Blue 

Ridge, Georgia.  Relief Defendant TBR Supply House operates that business. 

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81. Burkhalter used at least $2 million in investor funds to buy a luxury 

condo in Cabo San Lucas, Mexico. 

82. In March 2024, Burkhalter wired $1,145,000 of investor funds to 

NetJets, a private jet company. 

83. On information and belief, Burkhalter used or intends to use real 

estate purchased with investor funds to fund his obligations under a divorce 

settlement. 

Defendants’ Misrepresentations and Omissions 

84. In addition to the above-described scheme to defraud, Defendants 

further defrauded investors through material misrepresentations and omissions 

made in connection with sales of REAL. 

Investor A 

85. For example, in 2022, Burkhalter and Drive Planning’s Chief 

Operating Officer (“the COO”), spoke by phone to an investor in South Carolina 

(“Investor A”), soliciting him to invest in REAL.  During that call, Burkhalter and 

the COO represented that REAL would produce a guaranteed return of 10 percent 

for a three-month investment and that the investor’s funds would be used to make 

bridge loans to property developers or to enter profitable joint ventures with 

property developers.  

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86. In their conversations with Investor A, Burkhalter and the COO 

referred him to a list of properties that they claimed were owned by Drive Planning 

and would be collateral for his investment.  

87. Neither Burkhalter nor the COO disclosed that Investor A’s 

investment would or could be used to make principal or interest payments to other 

investors. 

88. Neither Burkhalter nor the COO told Investor A that his money would 

or could be used to fund personal purchases by Drive Planning’s principals. 

89. In reliance on the above representations and in ignorance of the above 

omissions, Investor A invested $45,000 in REAL in 2022.  Encouraged by what he 

thought were profits on that first investment, he invested another $100,000 in 

REAL in 2024. 

Investor B 

90. In 2021, an investor in Georgia (“Investor B”) became a client of 

Drive Planning, purchasing life insurance and receiving financial advice. 

91. In a phone call in July 2021, Burkhalter solicited Investor B to invest 

in REAL, telling him that REAL was a profit-sharing deal in which Drive Planning 

would provide capital to a property developer, and that profits would be split with 

REAL investors and used to pay the returns on the REAL investment.  Burkhalter 

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guaranteed returns of 10 percent for a three-month investment and told Investor B 

that there was an option to rollover the investment up to three times.  

92. No one from Drive Planning told Investor B that his investment could 

or would be used to make principal or interest payments to other investors, to fund 

the personal expenses of Burkhalter, or that certain properties bought by Drive 

Planning with investor money were not owned by Drive Planning.   

93. In reliance on the above representations and in ignorance of the above 

omissions, Investor B invested $100,000 in REAL in July 2021 and rolled over the 

investment twice before withdrawing $133,000 in what he believed was principal 

and interest in April 2022. 

94. Reassured by what they believe to be “returns,” Investor B and his 

spouse invested in REAL several more times, including on November 18, 2022 

($20,000), on April 12, 2023 ($50,000), on April 14, 2023 ($100,000), on June 21, 

2023 ($280,000), on June 26, 2023 ($25,000), on January 4, 2024 ($20,000), and 

on January 15, 2024 ($30,000).  Some of the proceeds for the above additional 

investments came from Investor B’s Roth IRA account and his children’s 529 

accounts.    

Company A 

95. On or about March 28, 2023, Burkhalter and the COO visited the New 

Jersey offices of a financial and insurance consulting firm (“Company A”). 

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96. During that visit, Burkhalter and the COO promoted the REAL 

program, telling the principal of Company A that REAL was designed to provide 

bridge loans for highly profitable real estate development deals. 

97. Burkhalter and the COO represented that REAL participants would 

receive a ten percent rate of return every three months, and there was a choice to 

roll over the investment plus interest or withdraw it at the end of each three-month 

term.  

98. Burkhalter and the COO also said that REAL investments were 

protected by Drive Planning’s ownership of real property pledged as collateral.   

99. Burkhalter and the COO did not disclose that REAL investments 

would or could be used to pay back principal or interest to earlier investors, nor 

that any supposed “return” could be funded by principal invested by later investors, 

rather than by profits from real estate deals, nor that REAL investments would or 

could be used to fund the personal expenses of Burkhalter and/or the COO. 

100. In reliance on the above representations and ignorance of the above 

omissions, Company A invested $25,000 in REAL on or about February 16, 2021. 

101. Company A rolled over the funds for five quarters before withdrawing 

$48,717.92. 

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102. Reassured by the “return” received as promised, Company A began 

referring certain clients to Drive Planning for investment in REAL in exchange for 

commission payments to Company A of four percent for each new REAL investor.   

103. On June 4, 2024, Company A received notice from Drive Planning via 

email that it was halting new investments in REAL as of June 15. 

104. On June 5, 2024, the principal of Company A spoke to Burkhalter by 

phone and asked whether there was a potential regulatory issue with Drive 

Planning. 

105. Although he knew at the time that the SEC was investigating Drive 

Planning, Burkhalter responded that there was no regulatory issue, and that the halt 

in the REAL program was due to an internal audit. 

Other Prospective REAL Investors 

106. As they had in the above-cited specific instances, Defendants told 

other prospective REAL investors that Drive Planning generated the return for 

REAL investors through its business ventures with property developers.   

107. In fact, unbeknownst to investors, Defendants did not have a profit-

generating enterprise sufficient to meet its obligations to REAL investors. 

108. As they had in the above-cited specific instances, Defendants told 

prospective investors in REAL that their investments were collateralized by real 

estate. 

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109. In fact, REAL investors held no security interest in any real estate.  

Their investments were wholly unsecured. 

110. As they did in the above-cited specific examples, Defendants omitted 

to disclose to other prospective REAL investors that Drive Planning’s revenue 

from other sources could not possibly meet obligations to REAL investors. 

111. As they did in the above-cited specific examples, Defendants omitted 

to disclose to other REAL investors that the payments they received at the end of 

the 90-day term of their investment were funded by principal invested by other 

REAL investors. 

112. As referenced above, Burkhalter represented to investors and 

prospective investors that Drive Planning had purchased real estate that 

collateralized its obligations to REAL investors. 

113. Defendants created and distributed a brochure entitled “The Drive 

Planning Portfolio of Real Estate Investments” (“Drive Planning Real Estate 

Brochure”). 

114. On that brochure, Defendants represented that, “The REAL 

Opportunity not only has partners that we work with to offer bridge loans and 

profit sharing in their real estate deals, but also has the full support of the assets of 

Drive Planning’s own Portfolio of REAL Estate Investments.” 

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115. That representation was false and misleading in at least two respects. 

116. First, Defendants’ “bridge loans and profit sharing” deals with 

supposed “partners” were extremely limited.  Defendants used a miniscule share of 

the REAL funds for bridge loans and profit-sharing deals with partners. 

117. The Drive Planning Real Estate Brochure was also false and 

misleading in referring to Drive Planning’s supposed “Portfolio of REAL Estate 

Investments.”  The brochure lists 23 properties, but only a few of them are titled in 

the name of Drive Planning, while others are titled to Burkhalter individually.  

Moreover, there is no documentation showing how any of these properties secured 

Drive Planning’s obligations to REAL investors.  

118. Defendants misled investors by omitting to disclose Burkhalter’s use 

of investor funds to fund his purchases of luxury goods and services.   

119. Defendants further misled investors by omitting to disclose their use 

of investor funds to pay commissions to Drive Planning sales agents.   

120. Defendants further misled investors by omitting to disclose their use 

of investor funds for other Drive Planning business expenses.   

121. Defendants further misled investors and prolonged the scheme by 

producing videos in which Burkhalter touted the supposed bank balances and 

properties that, he said, proved Drive Planning’s legitimacy, when he knew that the 

REAL program had been a Ponzi scheme from its inception.   

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Relief Defendants Received Proceeds of the Ponzi Scheme 

Jacqueline Burkhalter 

 122. Relief Defendant Jacqueline Burkhalter was married to Burkhalter 

while Burkhalter operated his Ponzi scheme. 

123. Burkhalter used at least $6,603,088 in Drive Planning funds to 

purchase real estate titled in the names of Todd and Jacqueline Burkhalter. 

 124. On June 1, 2023, Jacqueline Burkhalter filed a divorce action against 

Burkhalter in the Superior Court of Fannin County, Georgia. 

 125. In her complaint, Jacqueline Burkhalter pled for a forensic accounting 

of Drive Planning so that the assets of Drive Planning could be considered in the 

equitable distribution of marital property. 

 126. On June 3, 2024, the parties reported to the Superior Court that they 

had reached a settlement. 

 127. In addition to the real estate, Jacqueline Burkhalter received at least 

$1,232,300 in additional cash transfers from Drive Planning, and another 

$2,122,018 in transfers from Relief Defendant The Burkhalter Ranch. 

 128. Jacqueline Burkhalter does not have a legitimate claim to the above-

described assets because she provided nothing of value in return for them.   

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Burkhalter Ranch Corporation 

 129. Relief Defendant Burkhalter Ranch Corporation received ill-gotten 

funds from the above-described Ponzi scheme.  Drive Planning paid at least $5.8 

million to purchase properties in the Burkhalter Ranch Corporation’s name.  From 

September 2020 through June 2024, Burkhalter Ranch received an additional $17.1  

million in cash transfers from Drive Planning. 

 130. Because it provided nothing of value in return for these transfers, 

Burkhalter Ranch does not have a legitimate claim to those assets.    

Drive Properties 

 131. Relief Defendant Drive Properties received ill-gotten funds from the 

above-described Ponzi scheme.  Specifically, Drive Planning paid at least $777,000 

for properties, much of which came from investor funds, and titled those properties 

in Drive Properties’ name. 

 132. Because it provided nothing of value in return for these properties, 

Drive Properties does not have a legitimate claim to those assets.   

Drive Gulfport 

133. Relief Defendant Drive Gulfport received ill-gotten funds from the 

above-described Ponzi scheme.  Specifically, Drive Planning paid at least $944,118 

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for property, much of which came from investor funds, and titled that property in 

Drive Gulfport’s name.    

134. Because it provided nothing of value in return for that property, Drive 

Gulfport does not have a legitimate claim to that asset.    

TBR 

 135. Relief Defendant TBR received ill-gotten funds from the above-

described Ponzi scheme.  Specifically, TBR received $352,000 in cash transfers 

from Relief Defendant Burkhalter Ranch.  In addition, Drive Planning paid at least 

$900,000 for property, much of which came from investor funds, and titled that 

property in TBR’s name.  Additionally, Drive Planning transferred at least an 

additional $12,307 in cash to TBR. 

 136. Because it provided nothing of value in return for the property and 

cash transfers, TBR does not have a legitimate claim to those assets. 

 137. In equity, Relief Defendants should disgorge the ill-gotten funds that 

they received, for the benefit of victims of the Ponzi scheme. 

  

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Current State of the Scheme 

138. On June 10, 2024, Defendants represented to the SEC that they would 

accept no new investments in REAL, would not pay amounts due to REAL 

investors, and would not pay commissions to sales agents. 

139. Despite that pledge, Defendants paid sales commission on June 21, 

2024.  

140. On information and belief, on July 23, 2024, Burkhalter sent an email 

to Drive Planning sales agents, advising that the SEC was “reviewing” the REAL 

investment program, and falsely suggesting that Drive Planning could get investors 

“their payments in a timely manner” but for the SEC’s “review.”  

 141. In truth, as Burkhalter is aware, any such continued payments would 

necessarily constitute a continuation of the Ponzi scheme, with Burkhalter 

continuing to misrepresent payments to investors as coming from profits, rather 

than from money invested by others.   

142. Burkhalter still has control over the tens of millions of dollars 

currently in Drive Planning’s bank accounts, as well as over the tens of millions of 

dollars’ worth of real estate and other property purchased with investor funds. 

  

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COUNT I—FRAUD 
  

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

 

143. Paragraphs 1 through 142 are hereby realleged and incorporated herein 

by reference. 

144. Beginning in or around 2020 and continuing through the present, 

Defendants, in the offer and sale of the securities described herein, by the use of 

means and instruments of transportation and communication in interstate commerce 

and by use of the mails, directly and indirectly, employed devices, schemes and 

artifices to defraud purchasers of such securities, all as more particularly described 

above. 

145. Defendants knowingly, intentionally, and/or recklessly engaged in the 

aforementioned devices, schemes, and artifices to defraud. 

146. By reason of the foregoing, Defendants, directly and indirectly, have 

violated and, unless enjoined, will continue to violate Section 17(a)(1) of the 

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

   

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COUNT II—FRAUD 
 

Violations of Sections 17(a)(2) and 17(a)(3) of the Securities Act 
[15 U.S.C. §§ 77q(a)(2) and 77q(a)(3)] 

 

147. Paragraphs 1 through 142 are hereby realleged and incorporated herein 

by reference. 

148. Beginning in or around 2020 and continuing through the present, 

Defendants, acting knowingly, recklessly, or negligently in the offer and sale of the 

securities described herein, by use of means and instruments of transportation and 

communication in interstate commerce and by use of the mails, directly and 

indirectly: 

  a. obtained money and property by means of untrue statements of 

material fact and omissions to state material facts necessary in order to make the 

statements made, in light of the circumstances under which they were made, not 

misleading; and 

  b. engaged in transactions, practices and courses of business which 

would and did operate as a fraud and deceit upon the purchasers of such securities, all 

as more particularly described above. 

149. By reason of the foregoing, Defendants, directly and indirectly, have 

violated and, unless enjoined, will continue to violate Sections 17(a)(2) and 17(a)(3) 

of the Securities Act [15 U.S.C. §§ 77q(a)(2) and 77q(a)(3)]. 

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COUNT III – FRAUD 

Violations of Section 10(b) of the Exchange Act and 
Sections (a), (b), and (c) of Rule 10b-5 thereunder 

[15 U.S.C. § 78j(b) and 17 C.F.R. §§ 240.10b-5(a), (b), and (c)] 
 

150. Paragraphs 1 through 142 are hereby re-alleged and are incorporated 

herein by reference. 

151. Between in or around 2020 and the present, Defendants, in connection 

with the purchase and sale of securities described herein, by the use of the means and 

instrumentalities of interstate commerce and by use of the mails, directly and 

indirectly: 

 a. employed devices, schemes, and artifices to defraud; 

 b. made untrue statements of material fact and omitted to state 

material facts necessary in order to make the statements made, in light of the 

circumstances under which they were made, not misleading; and 

 c. engaged in acts, practices, and courses of business which would 

and did operate as a fraud and deceit upon the purchasers of such securities, all as 

more particularly described above. 

152. Defendants knowingly, intentionally, and/or recklessly engaged in the 

aforementioned devices, schemes and artifices to defraud, made untrue statements of 

material facts and omitted to state material facts, and engaged in fraudulent acts, 

practices and courses of business.   

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153. By reason of the foregoing, Defendants, directly and indirectly, have 

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

Act [15 U.S.C. § 78j(b)] and Sections (a), (b), and (c) of Rule 10b-5 thereunder [17 

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

COUNT IV – CONTROL PERSON LIABILITY (FRAUD) 
 

Violations of Section 20(a) of the Exchange Act 
[15 U.S.C. § 78t(a)] 

(Against Burkhalter) 
 

154. Paragraphs 1 through 153 are realleged and incorporated by reference 

herein. 

155. At all times relevant hereto, Defendant Burkhalter controlled Drive 

Planning for purposes of Section 20(a) of the Exchange Act [15 U.S.C. § 78t(a)]. 

156. By engaging in the conduct alleged above, Defendant Burkhalter is 

liable as a control person for Drive Planning’s violations of Section 10(b) of the 

Exchange Act [15 U.S.C. § 78j(b)] and Rules 10b-5(a), (b), and (c) thereunder [17 

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

COUNT V – DISGORGEMENT 
(Against Relief Defendants) 

 
157. Paragraphs 1 through 156 are realleged and incorporated by reference 

herein. 

158. As alleged above, Defendants violated the federal securities laws by 

engaging in fraudulent activity and misappropriating substantial investor assets. 

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159. Defendants, directly or indirectly, transferred funds to Relief 

Defendants, including by sending funds to Relief Defendants and paying for property 

in the name of Relief Defendants.  Relief Defendants do not have a legitimate claim 

to the assets Defendants transferred to them.   

PRAYER FOR RELIEF 

WHEREFORE, the Commission respectfully prays for: 

I. 

 A temporary restraining order and preliminary and permanent injunctions 

enjoining the Defendants, their officers, agents, servants, employees, and attorneys 

from violating, directly or indirectly, 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], and Sections 

17(a)(1), 17(a)(2) and 17(a)(3) of the Securities Act [15 U.S.C. §§ 77q(a)(1), 

(a)(2), (a)(3)]. 

II. 

 An order barring Burkhalter 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(b) of the Exchange Act [15 U.S.C. § 78o(b)][15 U.S.C. § 77t(e) and 15 

U.S.C. § 78u(d)(2)]. 

   

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III. 

An order requiring an accounting by Defendants of the amounts raised and 

the use of proceeds from the fraudulent conduct described in this Complaint and 

the disgorgement by Defendants of all ill-gotten gains or unjust enrichment with 

prejudgment interest, to effect the remedial purposes of the federal securities laws. 

IV. 

An order requiring an accounting by each Relief Defendant of the amounts 

received from Defendants and an order that they disgorge such amounts plus 

prejudgment interest. 

V. 

An order pursuant to Section 21(d) of the Exchange Act [15 U.S.C. 

§ 78u(d)] and Section 20(d) of the Securities Act [15 U.S.C. § 77t(d)] imposing 

civil penalties against Defendants.  

VI. 

An order freezing the assets of Defendants pending further order of the 

Court. 

VII. 

An order freezing real estate assets of Relief Defendants and any assets 

derived, directly or indirectly, from amounts received from Drive Planning. 

   

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VIII. 

An order preventing Defendants from destroying or concealing documents 

until further order of this Court. 

IX. 

  An order expediting discovery. 

X. 

 The appointment of a Receiver to take charge of Drive Planning and its 

affiliates to preserve the value of the Defendants’ remaining assets for the benefit 

of the Defendants’ victims. 

XI. 

 An order requiring Burkhalter to surrender all passport(s) issued to him to 

the Clerk of Court and barring him from applying for or accepting any additional 

passports and barring him from traveling outside the United States pending 

resolution of this case on the merits. 

XII. 

 Such other and further relief as this Court may deem just, equitable, and 

appropriate in connection with the enforcement of the federal securities laws and 

for the protection of investors. 

   

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JURY TRIAL DEMAND 

 The Commission hereby demands a trial by jury as to all issues that may 

be so tried. 

  This 13th day of August, 2024.      

     Respectfully submitted, 
      
     /s/Pat Huddleston II 
     Pat Huddleston II 
     Senior Trial Counsel  
     Georgia Bar No. 373984 
     [email protected] 
      

M. Graham Loomis 
     Regional Trial Counsel 
     Georgia Bar No. 457868 
     [email protected] 
 
     Harry B. Roback 
     Senior Trial Counsel 
     Georgia Bar No. 706790 
     [email protected] 
 
     Attorneys for Plaintiff 
     Securities and Exchange Commission 
     950 East Paces Ferry Road, NE, Suite 900 
     Atlanta, GA 30326 
     Tel: (404) 842-7616 
     Facsimile: [email protected] 

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