SEC v. THOMPSON HUNT AND ASSOCIATES, LTD.; CARL ARNAL a/k/a MICHAEL J. COHEN; CHRISTOPHER VAUGHAN; BROOKDALE CONSULTANTS LLC; GROWTH POINT CONSULTANTS, INC.; DAMON ARTIS, et al., No. 1:24-cv-06035, Southern District of New York (Aug. 8, 2024) — Complaint

ANTONIA M. APPS
REGIONAL DIRECTOR
Tejal D. Shah
Sandeep Satwalekar
Jacob David Zetlin-Jones
William Conway
Nicholas Karasimas
Attorneys for Plaintiff
SECURITIES AND EXCHANGE COMMISSION
New York Regional Office
100 Pearl Street
Suite 20-100
New York, NY 10004-2616
(212) 336-0978 (Zetlin-Jones)
[email protected]

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK

SECURITIES AND EXCHANGE
COMMISSION,

                       Plaintiff,

            -against-

THOMPSON HUNT AND ASSOCIATES, LTD.,
CARL ARNAL a/k/a MICHAEL J. COHEN,
CHRISTOPHER VAUGHAN, BROOKDALE
CONSULTANTS LLC, GROWTH POINT
CONSULTANTS, INC., DAMON ARTIS, AND
RICHARD GAVZIE,

                       Defendants.

COMPLAINT

24 Civ. 6035 (     )

JURY TRIAL DEMANDED

Plaintiff Securities and Exchange Commission (“SEC”), for its Complaint against
Defendants Thompson Hunt and Associates, Ltd. (“Thompson Hunt”), Carl Arnal a/k/a Michael J.
Cohen (“Arnal”), Christopher Vaughan (“Vaughan”), Brookdale Consultants LLC (“Brookdale”),
Growth Point Consultants, Inc. (“Growth Point”), Damon Artis (“Artis”), and Richard Gavzie
(“Gavzie”) (collectively, “Defendants”), alleges as follows:

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SUMMARY
1. This action concerns two fraudulent schemes, each carried out through unregistered
boiler room entities owned and controlled by Defendant Artis and the sales agents he employed,
through which Defendants Arnal and Vaughan misappropriated approximately $1 million, and
Defendants Artis and Gavzie pocketed millions more in undisclosed sales commissions, on the
backs of defrauded, primarily elderly investors. This is not the first time Defendants Artis, Gavzie
and Arnal have violated securities laws, committed fraud, or misappropriated funds—as detailed
below, each has been subject to prior civil (Artis) or criminal (Gavzie and Arnal) proceedings on
account of their past fraudulent activities.
2. The first scheme (the “Microcap Fraud”) involved the fraudulent sale of thinly-
traded penny stocks in microcap companies by Defendant Growth Point, a private company Artis
owned and controlled. Growth Point primarily marketed and sold these penny stocks on behalf of
third-party sellers who had obtained their shares at virtually no cost.
3.  Between June 2016 and September 2023 (the “Relevant Period”), Growth Point’s
sales agents—who were required to be, but were not, associated with a brokerage firm registered
with the SEC—including Defendant Gavzie, employed high pressure sales tactics to induce
investors, primarily senior citizens, to buy these penny stocks at prices exponentially higher than the
sellers’ acquisition costs, with the understanding that Growth Point would receive a share of the
sellers’ profits through significant sales commissions. Using scripts Artis approved, Growth Point
sales agents generally touted the microcap companies as up-and-coming and the shares as likely to
double or triple in value in the near term. However, Growth Point, Artis and Gavzie failed to
disclose that they would be receiving substantial commissions (upwards of 30%) from the sales,
which rendered their recommendations materially misleading. Among other misrepresentations,
Artis, Gavzie and other Growth Point sales agents also fraudulently misrepresented that the shares

3
they were offering were being sold by the companies themselves (the issuers), and exaggerated
investor interest in these penny stocks.
4. In total, during the Relevant Period, Artis and Gavzie, through Growth Point,
generated nearly $7 million in proceeds from the sales of these penny stocks and collectively
received at least $2.7 million in undisclosed commissions as a result.
5. The second scheme (the “Thompson Hunt Offering Fraud”) involved the fraudulent
offering of unregistered securities issued by Defendant Thompson Hunt—a private corporation
purportedly in the business of issuing, selling, and managing bonds collateralized by government-
backed securities—through its Chairman and Founder, Defendant Arnal, and its Chief Executive
Officer (“CEO”), Defendant Vaughan, and subsequent misappropriation of the offering proceeds.
6. Although Thompson Hunt’s sole business function was purportedly the issuance and
management of these asset-backed bonds, it has never successfully brought a bond to market and
never generated any revenue. In or around June 2021, ostensibly to support its purported efforts to
issue its bond, Arnal and Vaughan launched an unregistered securities offering.  The Thompson
Hunt investment contract promised investors that their funds would be used for a “[c]ash injection
to [Thompson Hunt] to maintain [Thompson Hunt’s] infrastructure and business enterprise,” and
that their investment in Thompson Hunt would generate returns of at least 300% within six months.
In connection with the offering, Arnal and Vaughan prepared offering and marketing materials that
included several misstatements about the operational status of Thompson Hunt, its product, and its
management, including that (a) Thompson Hunt’s bond offering was highly rated by a nationally
recognized credit rating agency; (b) Thompson Hunt had a patent pending on its supposed bond
structure; and (c) Thompson Hunt’s founder was not Arnal, but “Michael Cohen,” an alias Arnal
used to conceal his prior criminal indictment and guilty plea for a fraudulent insurance scam.

4
7. Thompson Hunt engaged Artis to market the unregistered Thompson Hunt offering
through Defendant Brookdale, another boiler room entity Artis founded and owned. Artis, in turn,
used Gavzie as the primary sales agent to solicit investments in the Thompson Hunt offering. In
exchange, Thompson Hunt agreed to pay Brookdale significant commissions from the proceeds of
all sales of the Thompson Hunt securities. In pitching prospective investors on the Thompson Hunt
offering, Gavzie—at Artis’s direction—disseminated the false and misleading offering materials
Arnal and Vaughan had prepared, and compounded these misrepresentations with additional
materially misleading statements, including by falsely referring to the investment at times as a
“government bond,” and concealing the substantial up-front commissions.
8. Between June 2021 and March 2023, Brookdale fraudulently induced approximately
30 investors to buy these unregistered Thompson Hunt securities, raising approximately $1.3 million
in proceeds. Contrary to the offering materials’ representations, the majority of the funds raised were
not used to fund Thompson Hunt’s business and infrastructure. Instead, Thompson Hunt
misappropriated nearly $1 million of the funds raised, diverting them for unrelated purposes,
including making Ponzi-like payments to earlier investors, paying legal fees for Arnal’s friend, and
authorizing the funding of approximately $337,687 in undisclosed commissions.
9. Through both schemes, Growth Point, Artis, and Gavzie directly received
approximately $1.8 million, $950,000, and $320,000 in commissions, respectively.
10. As a result of the conduct described herein, the Commission seeks monetary and
injunctive relief, as described in more detail below.
VIOLATIONS
11. Through the conduct alleged above and as alleged further here:
a. Defendants have violated Section 17(a) of the Securities Act of 1933 (“Securities
Act”) [15 U.S.C. § 77q(a)], Section 10(b) of the Securities Exchange Act of 1934

5
(“Exchange Act”) [15 U.S.C. § 78j(b)], and Rule 10b-5 thereunder [17 C.F.R. §
240.10b-5];
b. Defendants Thompson Hunt, Arnal, Vaughan, Brookdale, Artis and Gavzie have
violated Securities Act Sections 5(a) and 5(c) [15 U.S.C. §§ 77e(a) and 77e(c)];
c. Defendants Brookdale, Growth Point, Artis and Gavzie have violated Exchange
Act Section 15(a) [15 U.S.C. § 78o(a)];
d. Defendant Arnal aided and abetted Defendant Vaughan’s violations of Securities
Act Section 17(a)(2) [15 U.S.C. § 77q(a)(2)] and Exchange Act Section 10(b) [15
U.S.C. § 78j(b)] and Rule 10b-5(b) thereunder [17 C.F.R. § 240.10b-5(b)];
e. Defendant Vaughan aided and abetted Defendant Arnal’s violations of Securities
Act Section 17(a)(2) [15 U.S.C. § 77q(a)(2)] and Exchange Act Section 10(b) [15
U.S.C. § 78j(b)] and Rule 10b-5(b) thereunder [17 C.F.R. § 240.10b-5(b)];
f. Defendant Gavzie aided and abetted Defendant Thompson Hunt’s, Arnal’s and
Vaughan’s violations of Securities Act Section 17(a)(2) [15 U.S.C. § 77q(a)(2)],
Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5(b) thereunder
[17 C.F.R. § 240.10b-5(b)]; and
g. Defendant Artis aided and abetted Defendants Thompson Hunt’s, Arnal’s,
Vaughan’s and Gavzie’s violations of Securities Act Section 17(a)(2) [15 U.S.C. §
77q(a)(2)] and Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5(b)
thereunder [17 C.F.R. § 240.10b-5(b)]; and, as a control person of Brookdale and
Growth Point, is liable for Defendants Brookdale’s and Growth Point’s
violations of Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5
thereunder [17 C.F.R. § 240.10b-5] pursuant to Section 20(a) of the Exchange
Act [15 U.S.C. § 78t(a)].

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12. Unless Defendants are restrained and enjoined, they will engage in the acts, practices,
transactions and courses of business set forth in this Complaint or in acts, practices, transactions and
courses of business of similar type and object.
NATURE OF THE PROCEEDINGS AND RELIEF SOUGHT
13. The Commission brings this action by the authority conferred upon it by Securities
Act Sections 20(b) and 20(d) [15 U.S.C. §§ 77t(b) and 77t(d)], and Exchange Act Section 21(d) [15
U.S.C. § 78u(d)].
14. The Commission seeks a final judgment: (a) permanently enjoining Defendants from
violating the federal securities laws and rules this Complaint alleges they have violated; (b) ordering
Defendants Thompson Hunt, Arnal, Brookdale, Growth Point, Artis (individually and on a joint and
several basis with Growth Point and Brookdale) and Gavzie to disgorge all ill-gotten gains they
received as a result of the violations alleged herein and to pay prejudgment interest thereon,
pursuant to Exchange Act Sections 21(d)(3), 21(d)(5), and 21(d)(7), [15 U.S.C. §§ 78u(d)(3),
78u(d)(5), and 78u(d)(7)]; (c) ordering Defendants to pay civil money penalties under Securities Act
Section 20(d) [15 U.S.C. § 77t(d)] and Exchange Act Section 21(d)(3) [15 U.S.C. § 78u(d)(3)]; (d)
permanently prohibiting Defendants Artis and Gavzie from participating in any offering of a penny
stock, pursuant to Securities Act Section 20(g) [15 U.S.C. § 77t(g)] and Exchange Act Section
21(d)(6) [15 U.S.C. § 78u(d)(6)]; (e) permanently prohibiting Defendants Artis, Arnal and Vaughan
from serving as an officer or director of any company that has a class of securities registered under
Exchange Act Section 12 [15 U.S.C. § 78l] or that is required to file reports under Exchange Act
Section 15(d) [15 U.S.C. § 78o(d)], pursuant to Securities Act Section 20(e) [15 U.S.C. § 77t(e)] and
Exchange Act Section 21(d)(2) [15 U.S.C. § 78u(d)(2)]; and (f) ordering any other relief the Court
may deem just and proper.

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JURISDICTION AND VENUE
15. This Court has jurisdiction over this action under Securities Act Section 22(a) [15
U.S.C. § 77v(a)] and Exchange Act Section 27 [15 U.S.C. § 78aa].
16. Defendants, directly and indirectly, have made use of the means or instrumentalities
of interstate commerce or of the mails in connection with the transactions, acts, practices and
courses of business alleged herein.
17. Venue lies in this District under Securities Act Section 22(a) [15 U.S.C. § 77v(a)] and
Exchange Act Section 27 [15 U.S.C. § 78aa]. Defendants transact business in the Southern District
of  New York, and certain of  the acts, practices, transactions and courses of  business alleged in this
Complaint occurred within this District. During the Relevant Period, among other things,
Thompson Hunt held itself  out as headquartered in New York, New York, and Growth Point
solicited investors by email and telephone, including at least some investors who reside in this
District, and maintained a bank account at a financial institution based in this District.
DEFENDANTS
18. Growth Point is a Delaware corporation formed in 2010 with its principal place of
business in San Diego, California. Growth Point is owned and controlled by Artis and is not
registered with the Commission in any capacity. Although Growth Point is a corporation and not a
natural person, in the Commission staff’s investigation preceding the filing of this action, Growth
Point purported to assert a claimed Fifth Amendment privilege against self-incrimination in
response to a subpoena for documents and refused to produce any documents to the Commission
staff.
19. Artis, age 47, is a resident of El Cajon, California. Artis is not and has not been
registered with the Commission in any capacity and holds no securities licenses. Artis is the sole
owner and President of Growth Point and Brookdale. In 1997, the Securities Division of the

8
Virginia State Corporation Commission brought an action against Artis, finding that he transacted
business as an unregistered sales agent for a boiler room and offered and sold unregistered securities.
Artis was permanently enjoined from future violations and fined $48,000. In the Commission staff’s
investigation preceding the filing of this action, Artis asserted his Fifth Amendment privilege against
self-incrimination in response to subpoenas for documents and testimony.
20. Gavzie, age 61, is a resident of Coronado, California. Gavzie is not currently licensed
or registered with the Commission in any capacity. From March 1990 to July 1995, Gavzie was
associated with multiple broker-dealers and held Series 7 and 63 licenses. At various times between
2016 and the present, Gavzie has acted as a salesman for Growth Point and Brookdale. In 2006,
Gavzie pled guilty to criminal charges, including wire fraud in connection with the operation of a
boiler room, for which Gavzie was sentenced to twelve months of incarceration and ordered to pay
$875,665 in restitution. In the Commission staff’s investigation preceding the filing of this action,
Gavzie asserted his Fifth Amendment privilege against self-incrimination in response to subpoenas
for documents and testimony.
21. Brookdale is a California limited liability company formed in May 2021 with its
principal place of business in El Cajon, California. Brookdale is owned and controlled by Artis and is
not registered with the Commission in any capacity.
22. Thompson Hunt is a private Arizona company that held itself out as being
headquartered in New York, New York, with its principal place of business in Tucson, Arizona.
Neither Thompson Hunt nor its securities are registered with the Commission in any capacity.
Thompson Hunt was formed by Arnal in 2009 and, since at least 2017, has purported to exclusively
be in the business of attempting to issue and manage a securitized asset-backed bond collateralized
by government-sponsored mortgage-backed securities.
23. Arnal, age 66, is a resident of Tucson, Arizona. Arnal is not and has not been

9
registered with the Commission in any capacity and holds no securities licenses. Arnal is the founder
and Chairman of Thompson Hunt. In June 2003, Arnal was indicted in Arizona state court on four
counts of theft by conversion and one count of fraudulent scheme and artifice. In December 2005,
Arnal pled guilty to one felony count of theft of conversion and was ordered to pay over $960,000 in
restitution to victims, upon payment of which, the indictment against him was dismissed with
prejudice. Since his indictment and guilty plea, Arnal has frequently used the alias “Michael J.
Cohen” in business contexts.
24. Vaughan, age 66, is a resident of Tucson, Arizona. Vaughan is not and has not been
registered with the Commission in any capacity and holds no securities licenses. Since 2018,
Vaughan has been the President and CEO of Thompson Hunt.
OTHER RELEVANT INDIVIDUAL AND ENTITIES
25. Arch Investments LLC (“Arch Investments”) was a Delaware limited liability
company formed in 2016 with its principal place of business in Gainesville, Florida. Arch
Investments has never been registered with the Commission in any capacity. Arch Investments is
wholly owned and controlled by Janusz (John) Zukowski (“Zukowski”) but has been inactive since
2021. Before 2021, Arch Investments functioned as the corporate vehicle through which Zukowski
obtained, controlled, and disposed of shares of thinly-traded microcap securities. For at least a year,
Arch Investments purported to employ Artis directly to assist in its sale of Zukowski’s holdings.
26. Zukowski, age 44, is a resident of Gainesville, Florida. From 2016 to 2021,
Zukowski used Growth Point to sell his shares (owned through Arch Investments) in thinly-traded
microcap securities. Zukowski has never been registered with the Commission in any capacity or
held any securities licenses. In June 2024, without admitting or denying the Commission’s findings,
Zukowski settled to an administrative order finding that he made material misrepresentations to
investors in connection with his sale of Arch Investments’ microcap securities holdings through

10
Growth Point, thereby violating the antifraud provisions of the Securities Act and Exchange Act. See
In re Janusz (John) Zukowski and Jerry Samaras, Securities Act Release No. 11290 (June 13, 2024).
27. Law Firm A is a professional corporation formed in 2013 with its principal place of
business in San Diego, California. Law Firm A is a small law firm headed by a licensed attorney in
California.
28. Law Firm B is a professional limited liability company formed in 2013 with its
principal place of business in Gainesville, Florida. Law Firm B is a small law firm headed by a
licensed attorney in Florida.
FACTS
I. THE MICROCAP FRAUD
A. Background on Growth Point’s Boiler Room and Unregistered Broker Dealer
Activities
29. Artis founded Growth Point in 2010 and has at all times been its President and sole
owner.
30. Since at least 2013, Artis has run Growth Point as a boiler room, its business model
predicated upon earning transaction-based compensation (e.g., commissions) principally through the
re-sale of highly illiquid penny stocks in the secondary market.
31. Artis engaged a team of sales agents, at times as many as four, to work on behalf of
Growth Point to market these penny stocks. Artis and these sales agents did so through cold calls to
lists of potential, generally elderly investors.
32. Artis oversaw all operations of Growth Point and its salesmen, and was responsible
for hiring, training and supervising Growth Point’s sales force. Artis determined which securities
Growth Point would pitch to its client base and tightly scripted Growth Point’s sales agents’ email
and telephonic communications with potential investors concerning the stocks Growth Point

11
marketed.
33. As a Growth Point sales agent, Gavzie reported directly to Artis.
34. During the Relevant Period, at Artis’s direction, Growth Point and its sales agents
(including Gavzie) solicited investments in at least 11 microcap stocks at various times, as reflected
in the following chart:

1
 Certain of these microcap companies changed names and traded under different symbols during the Relevant Period.
This table refers to the latest ticker symbol used by each issuer listed.
2
 Growth Point raised an additional $464,775 from investors during the Relevant Period, which, based on the pattern of
the flow of funds, can reasonably be inferred were for investments in microcap securities—likely the same securities
identified above.
Company
1
 Approximate Dates of Selling
Activity
Amount Growth Point
and its Sales Agents
Raised from Investors
IVBT
March 2017 – June 2018 At least $1,448,500
AVAI
Sept. 2020 – Aug. 2023 At least $1,186,415
SKYI
Dec. 2016 – July 2022  At least $1,184,251
COFE
March 2017 – Feb. 2020 At least $900,075
FTWS
Aug. 2016 – Dec. 2016 At least $821,400
VSBC
Feb. 2022 – Feb. 2023 At least $388,500
IRME
May 2022 – Jan. 2023 At least $378,756
NUKK
June 2016 – Nov. 2018 At least $100,700
CSUI
Aug. 2019 – Jan. 2020 At least $46,500
EGBB
Sept. 2021 At least $20,000
USBC
April 2023 At least $10,000
Total
 At least $6,485,097
2

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35. Investors whom Growth Point salesmen convinced to purchase penny stocks
typically executed the transactions by signing a stock purchase agreement that Growth Point
provided.
36. These stock purchase agreements generally contained identical provisions and
disclosures, conformed to the specifics of each transaction—e.g., the issuer, the counterparty to the
sale, and the number and price of the shares to be sold.
37. During the Relevant Period, neither Artis nor any of the Growth Point sales agents
he supervised, including Gavzie, was associated with a registered brokerage firm or held a securities
license.
38. From approximately June 2016 to March 2020, the microcap stocks Growth Point
marketed through its sales force were held by an unregistered investment firm, Arch Investments,
which had generally obtained its stocks in the relevant issuers directly from shareholders to whom
the issuers had directly granted stock, pursuant to a Form S-1 registration statement, at a negligible
cost.
3

39. Growth Point marketed these stocks on behalf of Arch Investments at a price often
thousands of times greater than what Arch Investments had paid to acquire them, with the
understanding from Zukowski, Arch Investments’ principal, that Growth Point and its sales agents
would retain commissions of approximately 35% of the proceeds of any sales they made. Growth
Point, Artis and Gavzie did not disclose the commissions to investors.
40. For example, in or around March 2017, Zukowski engaged Artis to market
approximately 4.6 million shares of The Coffeesmiths Collective Inc., then trading under the symbol
“DCSA” (and later trading under the symbol “COFE”), an over-the-counter traded public company

3
 A Form S-1 registration statement is the initial registration form that issuers are required to file with the SEC to
register and publicly offer new securities.

13
in the business of investing in and selling coffee and coffee-related products. Arch Investments had
acquired these COFE shares from the company’s Form S-1 shareholders for $6,250—approximately
$0.0014 per share. Growth Point solicited prospective investors to purchase Arch Investments’
shares at prices generally between $0.01 and $1.67 per share, at a profit of between 614% and
119,185% on each sale.
41. Growth Point was able to sell more than 1.8 million COFE shares for Arch
Investments to investors through Growth Point’s cold call solicitations between March 2017 and
February 2020. Growth Point thereby raised more than $900,000 from investors, many of whom
were elderly, and received a substantial portion of those proceeds in commissions.
42. Investors who agreed to purchase shares that Growth Point marketed on behalf of
Arch Investments were instructed to transfer their funds directly to Arch Investments or to Law
Firm B acting as Arch Investments’ escrow agent.
43. Between June 2016 and March 2020, investors solicited by Growth Point or its sales
agents sent approximately $3.69 million into Arch Investments’ account and approximately $297,500
into Law Firm B’s account. Many of the corresponding checks or wire transfer records included
descriptions in their memo field identifying the name of the stock the investor agreed to purchase.
44. For example, on March 3, 2017, an investor Growth Point had solicited sent $20,000
to Arch Investments with a memo line indicating the funds were for the purchase of 57,143 shares
of a penny stock company called Sky Century Investment, Inc., then trading under the symbol
“BNRM” (and later trading under the symbol “SKYI”).
45. In another example, on February 3, 2020, an investor Growth Point had solicited
sent $5,000 to Arch Investments with a memo line indicating it was for the purchase of 50,000
shares of COFE.
46. Of the approximately $4 million in investor funds deposited with Arch Investments

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and Law Firm B, approximately $1,407,712—about 35%—was returned to Growth Point and Artis
as commissions.
47. From September 2020 through at least August 2023, Growth Point marketed
microcap company shares on behalf of other third-party individuals in addition to Arch
Investments.
48. Like Arch Investments, these individuals typically obtained their shares in these
penny stock companies at nominal or no cost, and Growth Point was compensated through
exorbitant commissions from the stock sales it made at exponentially higher prices.
49. When Growth Point solicited prospective investors on behalf of these sellers, its
sales agents generally instructed investors who agreed to purchase shares to send their funds to an
escrow account maintained by Law Firm A, which worked with Growth Point and which purported
to act as escrow agent for these stock purchases. Law Firm A would then send Growth Point its
agreed-upon commissions from this attorney escrow account, with the remaining proceeds (less fees
retained by the law firm for its services) forwarded to the individual seller.
50. Between September 2020 and August 2023, investors solicited by Growth Point sent
approximately $2.95 million to Law Firm A. As with investor funds sent to Arch Investments, many
of the checks or wire transfer records corresponding to the investor funds sent to Law Firm A
included descriptions in their memo field identifying the name of the stock the investor agreed to
purchase.
51. For example, on or about November 2, 2021, an investor Growth Point had solicited
sent $25,000 to Law Firm A’s escrow account with a memo line indicating it was for the purchase of
33,000 shares of a microcap company called Trend Innovations Holding, Inc., then trading under
the symbol “TREN.”
52. As another example, on or about July 27, 2022, an investor Growth Point had

15
solicited sent $25,000 to Law Firm A’s escrow account with a memo line indicating it was for the
purchase of SKYI.
53. Of the $2.95 million investors sent to Law Firm A, approximately $1,344,199—
about 46%—was returned to Growth Point, Artis and/or Gavzie as commissions.
54. In total, during the Relevant Period, Growth Point solicited investments in at least
11 stocks, selling millions of shares of these illiquid penny stocks for total proceeds of nearly $7
million on behalf of Arch Investments and other third-party shareholders. Of this nearly $7 million
in sales proceeds, which was funneled through Arch Investments and the two law firm escrow
accounts, Growth Point, Arch, and Gavzie collectively received over $2.75 million in commissions.
55. During the Relevant Period, Gavzie, at Artis’s direction, cold-called dozens of
prospective investors to pitch them on purchasing many, if not all, of the stocks listed in paragraph
34, above.
56. At Artis’s direction, Gavzie typically sent these investors stock purchase agreements
and instructed them on how to make the purchases.
57. Independent from his direction of Gavzie’s solicitations, Artis independently cold-
called dozens of prospective investors to pitch them on purchasing the penny stocks listed in
paragraph 34, above.
58. By virtue of their regular solicitation of investors, their advising as to the merits of
particular securities, and receipt of transaction-based compensation, among other things, Gavzie and
Artis operated as unregistered brokers.
B. Fraudulent Devices and Misrepresentations in the Offering of Microcap Stock
59. At Artis’s direction, Gavzie and other Growth Point sales agents solicited investors
to purchase these microcap stocks through aggressive sales tactics, unrealistic performance
projections and serial deceptions.

16
60. Investors that purchased securities through Growth Point and the sellers on whose
behalf it sold securities often received their shares of these penny stocks in paper, certificate form.
61. Because these securities were low-priced and thinly traded, and because many of
their issuers were shell companies, companies that lacked current SEC filings, and/or companies
that had no apparent business, revenue, or products, many of these investors were unable to deposit
their shares with a registered broker and thus were unable to sell or otherwise dispose of the shares
they purchased through Growth Point at all.
62. Of those investors who were able to deposit their shares, many were unable to sell
them, or had to sell them at a significant loss, because of the lack of demand and/or liquidity for
these penny stocks.
63. Most investors recruited by Growth Point to purchase microcap stock have not
made any profit and continue to hold shares that are, effectively, untradeable and worthless.
64. Growth Point, through its salesmen, including Artis and Gavzie, induced investors’
purchases of these microcap stocks through a series of deliberate falsehoods and misrepresentations.
1. Materially False or Misleading Statements and Omissions About
Growth Point’s Commissions

65. Growth Point salesmen, including Artis and Gavzie, never disclosed their economic
interest in the transactions—i.e. that they would keep upwards of 30% of any sales proceeds as
commissions.
66. Rather, during the Relevant Period, Artis, Gavzie and other Growth Point sales
agents generally told prospective investors that the proceeds of their investments would be used to
purchase the offered shares, which was false or misleading because at least 30% of investor proceeds
would be taken off the top to pay Growth Point’s up-front commissions and would not be put
toward the purchase of shares.
67. When soliciting investments, Growth Point, Artis and Gavzie typically quoted the

17
securities to the prospective investors on a price-per-share basis (e.g., $0.30 per share), without
reference to any commissions or other transaction fees.
68. The stock purchase agreements used by Growth Point to memorialize and execute
its sales of microcap stock similarly omitted any mention of any transaction fees or commissions and
represented to investors that they would “pay the Seller the full Purchase Price [the amount the
investor agreed to invest] for the Shares.”
69. On at least some occasions, Gavzie falsely told investors orally that he did not earn
any up-front commissions, but rather made money only if and when investors profited from their
investments.
70. As a result of these representations, investors understood that their funds were being
used to buy shares—and not to compensate Growth Point and its sales force through significant
commissions.
71. Investors’ understanding that Growth Point was not retaining investor funds as
commissions was important to their decision to invest in the stocks Growth Point marketed.
72. Had investors known the truth—that Growth Point was keeping 30% or more of
their funds as commissions—many of Growth Point’s investors would not have agreed to enter into
the proposed transactions.
73. In addition, the sales pitch used by Gavzie, Artis and other Growth Point salesmen
working under Artis’s oversight generally promised investors outsized returns in the penny stocks at
minimal risk. Growth Point’s salesmen, including Artis and Gavzie, portrayed the microcap issuers
whose securities they offered as burgeoning growth companies. Their oral solicitations by phone
sold potential investors on the opportunity to obtain equity interests in these purportedly up-and-
coming businesses on the ground floor, which, they claimed, would yield substantial and imminent
returns—typically forecasting to investors that the investment would earn multiples on their

18
investment within a year.
74. Withholding and/or misrepresenting the fact that Growth Point and its sales agents
were keeping upward of 30% of the sales proceeds as commissions rendered materially misleading
Growth Point’s and its sales agents’ recommendations to purchase these securities and the
purported bases for those recommendations (including statements about the potential growth
prospects of these microcap companies and the potential investment returns). This is because
investors were deprived of a critical data point, the sales agent’s incentive, in evaluating the
recommendation and, ultimately, making their investment decision.
2. Materially False or Misleading Statements About the Source of the
Shares That Growth Point Was Selling and the Uses of the Sales
Proceeds

75. During the Relevant Period, Gavzie, Artis and other Growth Point salesmen falsely
told investors that the offered shares would be or had been purchased directly from the issuers.
76. Growth Point’s website, the content of which Artis controlled and approved,
represented that all of Growth Point’s “[s]ales of securities are through the issuer or a registered
broker-dealer.” At Artis’s direction, emails from Growth Point’s salesmen to prospective investors
contained a footer with identical language.
77. In reality, neither Growth Point nor the sellers on whose behalf it sold stock were
issuers, registered broker-dealers, or affiliated with registered broker-dealers.
78. Artis and Gavzie compounded these misrepresentations to prospective investors
verbally when soliciting investors by phone. Artis and Gavzie and other Growth Point salesmen, on
at least some occasions, told investors that the shares offered were acquired directly from the issuer
and/or were being offered by third parties (like Arch Investments) who had arrangements with the
issuer such that sums invested would be used to fund the issuing company’s operations.
79. Gavzie and Artis also on occasion confirmed this misrepresentation in writing. For

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instance, in April 2017, Gavzie emailed an investor confirming that “all stock u have acquired has
been directly from the issuing companies.”
80. On another occasion, in December 2019, another unregistered and unlicensed
Growth Point salesman, at Artis’s direction and with Artis’s approval, claimed that he was able to
obtain a larger discount for the shares because the investor was an “angel investor”—i.e., an investor
providing early-stage capital directly to emerging start-ups—further leading the investor to believe
he was providing seed funding directly to the issuer.
81. Based on these representations, investors understood that their investments would
go to the issuers for corporate uses.
82. This was important because investors believed the companies would use their funds
to grow and develop their respective businesses which, in turn, would produce returns for the
companies’ investors.
83. Had investors known that their investment funds were being directed to and retained
by third-party investors unaffiliated with the issuers themselves, at least some investors would not
have purchased shares in the companies.
84. Artis and Gavzie each communicated with third-party sellers on whose behalf they
were marketing the penny stocks. For example, each had multiple conversations with Zukowski in
connection with Growth Point’s disposition of Arch Investments’ penny stocks.
85. Artis and Gavzie each directed that the investor funds they raised be sent to the
third-party sellers on whose behalf they were working (less Growth Point’s and its sales agents’
commissions), and not to the issuers.
86. Artis and Gavzie each received transaction-based compensation pursuant to
arrangements Growth Point had with third-party sellers, and not with the issuers of the stocks they
were marketing.

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87. As a result of the communications and activities described in paragraphs 84 to 86
above, Artis and Gavzie knew or at least recklessly disregarded that, contrary to their
representations, the shares offered by Growth Point were not obtained directly from the issuers and
the funds invested did not go to the issuers, but rather were sold by unaffiliated third-party investors
who profited exponentially from the prices Growth Point charged, and who shared a substantial
portion of their profits with Growth Point as commissions.
3. Materially False or Misleading Statements About Discounted Shares
88. During the Relevant Period, Growth Point, Artis and Gavzie on at least some
occasions represented to prospective investors in their telephonic solicitations that they were able to
obtain, or had obtained, a large block of shares in these microcap securities from the issuers and, for
that reason, were able to offer the shares at significant discounts to their market price.
89. These representations were important to investors because they indicated to
investors that they were paying approximately what the seller had paid to acquire the shares and that
their share purchases carried near-term profit potential.
90. These representations were false or misleading. As Artis, Gavzie and Growth Point’s
sales force knew or recklessly disregarded based on their communications with the third parties on
whose behalf they were marketing the penny stocks, the shares had already been obtained by the
sellers—in many cases months or years before Growth Point’s solicitation—at nominal or virtually
no cost, and, far from being discounted, the shares had been marketed by the seller and Growth
Point at a price exponentially above what the sellers had paid to acquire the shares, in part to pay
Growth Point, Artis and Gavzie substantial commissions.
91.  Indeed, as Artis, Gavzie and other Growth Point sales agents concealed from
prospective investors, Growth Point, Artis and Gavzie would earn commissions of between 30%
and 50% of the funds invested.

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4. Examples of Growth Point’s, Artis’s and Gavzie’s
Deceptive Sales Tactics
(a) Investor A
92. On or around January 9, 2018, Artis solicited an investor (“Investor A”), an 81 year-
old retiree through a cold-call to purchase stock in COFE by claiming to the investor that Growth
Point had a block of 300,000 COFE shares available for resale from a seller, had received an
indication of interest from a significant investor for 250,000 of those shares, and could offer the
investor the opportunity to purchase the remaining 50,000 shares at $0.60 per share.
93. In reality, Growth Point did not have any orders to purchase 250,000 shares from an
investor, and the represented demand for the shares was non-existent. Nor did Growth Point have
only a 300,000-share block of the stock available for re-sale. Rather, Growth Point was selling
COFE shares on behalf of Arch Investments, which owned millions of COFE shares it had
obtained for a fraction of a penny per share years earlier and which had been continuously
attempting to liquidate these shares through Growth Point at vastly higher prices, which Artis never
disclosed.
94. Nor did Artis disclose to Investor A that Growth Point would receive approximately
30% or more of the $30,000 in investment proceeds as commissions on the sale.
95. Shortly after Artis’s solicitation, Investor A purchased 50,000 shares of COFE.
96. In early December 2019, a Growth Point salesman solicited Investor A to make an
additional purchase of COFE, and attached a proposed stock purchase agreement for the investor’s
signature by email.
97. The shares offered were from the same block of shares held by the same seller, Arch
Investments, as Growth Point’s previous sales of COFE to Investor A.
98. Investor A responded to the salesman’s email, copying Zukowski, and conveyed his
reluctance to purchase additional COFE shares given his age, the lack of trading volume in the

22
stock, and the size of his preexisting position in the stock after his previous purchases of the stock
through Growth Point:
I cannot see any reason for committing to buying more shares ... when you
look at the history of [COFE] and the lack of a market for trading these
shares and the fact that I already have 381,249 shares and at the age of 82, I
cannot see any true benefit based on the information that I am able to
research, despite the comments that these shares are going to go to $2 per
share soon and will be tradeable. I just have serious doubts that this will
occur in my lifetime.... I appreciate that both of you have a vested interest in
providing the needed funding to keep the COFE business viable going
forward, but I think my current level of investment and risk does not warrant
adding to this risk.
99. Investor A also raised concerns in his email about risk disclosures contained in the
stock purchase agreement Growth Point had sent him for the proposed transaction. Investor A
noted, among other things, that the stock purchase agreement’s risk disclosures described
investments in the company as speculative and involving substantial risks and stated that the
company might cease operations if unable to raise additional capital. The investor suggested to the
Growth Point salesman and Zukowski that these risks rendered the investment unsuitable for his
purchase.
100. After Zukowski forwarded Investor A’s email to Artis, Artis sent a text message to
Zukowski detailing specific instructions on how to respond to the investor to induce his purchase.
Artis directed Zukowski to remove the risk disclosures in the stock purchase agreement and to offer
the stock at a lower price (but one still substantially higher than Zukowski had paid for the shares).
Artis concluded his text message to Zukowski by stating “u do that, we will have the money next
week. He does this every time. . . .”
101. Later the same day, Zukowski emailed Investor A as Artis had directed (copying
Artis) and attached a new stock purchase agreement that removed the risk disclosures that had
concerned Investor A. Zukowski claimed that these disclosures about the speculative nature of the
investment and the company’s funding needs “should never have been in this stock purchase

23
agreement as it does not pertain to this company.” As Artis had instructed, Zukowski also agreed to
sell the shares for a lower price than Growth Point initially offered.
102. Artis texted Zukowski back after that, saying: “Perfect email.”
103. About a week later, on December 10, 2019, Artis texted Zukowski to confirm that
the investor was “doing the 50k. But I got to sign a personal guarantee [t]hat he can deposit his
shares and make a profit... I’m desperate.”
104. Later that day, a Growth Point salesman forwarded the investor a document signed
by Artis stating: “I, Damon Artis, Guarantee that your COFE shares will be able to sell and that they
will be profitable by the end of February 2020. If not, I will buy back the shares @ .30/share. I
guarantee you will make a profit above the purchase price of $0.30/share.”
105. Based on this representation, on December 13, 2019, the investor purchased an
additional 176,667 COFE shares from Growth Point for $50,000 (approximately $0.30 per share), a
significant percentage of which Growth Point or its agents stood to receive in commissions.
106. The investor was never able to deposit or sell any of these shares, and
notwithstanding his guarantee, Artis did not buy them back.
(b) Investor B
107. On or around September 10, 2020, Gavzie called a prospective investor (“Investor
B”) to solicit his purchase of SKYI, a thinly traded penny stock in the marijuana industry.
108. Gavzie targeted this investor because the investor had previously purchased
microcap stocks recommended by Growth Point through other Growth Point salesmen.
109. During the phone call, Gavzie told this investor that SKYI was an up-and-coming
company likely to triple in value within six months to a year and offered the investor the opportunity
to purchase the stock at $0.10 per share.
110. Investor B explained to Gavzie that he had lost money on his previous investments

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with Growth Point and could not afford to lose any more. He also told Gavzie that his previous
stock purchases through Growth Point had been received in physical stock certificates that he had
been unable to deposit with brokers for resale.
111. In response, Gavzie assured Investor B that he was looking out for the investor’s
best interest and that the investor would not lose any money on the trade and falsely told the
investor that Gavzie himself had purchased “big blocks” of SKYI.
112. Gavzie did not inform the investor that Growth Point would retain approximately
45% of the funds Investor B invested in the stock as a commission.
113. Based on Gavzie’s representations, Investor B agreed to purchase 50,000 shares of
SKYI for $5,000 on the condition that the shares be transferred to him electronically and not in
certificate form, to which Gavzie agreed.
114. The following day, Investor B mailed a check and an executed stock purchase
agreement for his purchase of the shares to Gavzie. He included in his mailing a handwritten note to
Gavzie explaining that he “trusted” Gavzie, writing further: “I am not an accredited investor. I
cannot afford to lose money any more. Please help me. I have lost all my retirement and much more
to scam ideas...”
115. The stock purchase agreement Investor B entered into falsely listed the seller as an
individual SKYI shareholder. In fact, the identified seller under the stock purchase agreement did
not own SKYI shares at the time of the sale and was not the real selling party to the transaction.
116. Only in November 2020—months after the investor had executed the transaction
and paid for the shares—did Gavzie and Growth Point secure the SKYI shares for delivery to
Investor B. Gavzie obtained the shares not from the listed seller, but rather from Arch Investments,
which in turn had purchased the SKYI shares from a third party in November 2020 for
approximately $0.01 per share, or ten times less than the investor paid.

25
117. On or around September 21, 2020, Gavzie called Investor B again to pitch an
investment in another penny stock traded in the over-the-counter market under the ticker symbol
“TREN.”
118. During the call, Gavzie offered the stock to Investor B at $1.50 per share, again
assuring the investor that it was a safe investment likely to triple in value within a year.
119. Gavzie did not disclose to Investor B that Growth Point would retain approximately
45% of any funds invested as a commission.
120. Investor B agreed to purchase 5,000 shares of TREN for $7,500 ($1.50 per share),
again conditioned upon receiving the shares in electronic, and not certificate, form, which Gavzie
agreed to.
121. On or around October 27, 2020, Gavzie called the investor to solicit him to purchase
additional shares of both penny stocks he had previously purchased—SKYI and TREN—and
recommended that Investor B place as much money as possible in these stocks to maximize his
profits.
122. Again, Gavzie touted the investment merits of the stocks and the likelihood that
their value would triple in the near term.
123. Again, Gavzie withheld from Investor B his and Growth Point’s economic interest
in the transaction of approximately 45% commissions on any sale.
124. On approximately October 30, 2020, the investor agreed to invest an additional
$10,000 to purchase 50,000 more shares of SKYI at $0.10 per share and 3,333 shares of TREN at
$1.50 per share, provided that the shares would be delivered to him in electronic, and not certificate
form, to which Gavzie agreed.
125. The investor returned a check for $10,000 and two signed stock purchase agreements
to Gavzie by mail, along with a handwritten note to Gavzie. In his handwritten note, Investor B

26
explained to Gavzie that he was broke and had to borrow money to fund the purchase from a line
of credit that was now down to $300. He told Gavzie that he was “counting + trusting you.”
126. Contrary to Gavzie’s assurances, Growth Point did not deliver the stock to Investor
B in electronic form, but rather sent stock certificates for each of the shares purchased.
127. Investor B was unable to find a broker to accept the SKYI shares in certificate form
and has, accordingly, been unable to deposit or resell those shares.
128. On January 21, 2021, Gavzie called Investor B again to solicit an additional purchase
of TREN shares.
129. During the phone call, Investor B expressed significant reservations about further
investments given that his prior purchases had not been delivered in the electronic form promised,
that he had lost money on his Growth Point investments to date, and that he had incurred
significant debt already to fund the investments Gavzie had previously recommended.
130. Gavzie assured Investor B that the stock was “really hot right now” and that further
investment would maximize his profit potential.
131. Gavzie again omitted reference to the outsized commissions that Growth Point
stood to earn on the sale.
132. On Gavzie’s advice, Investor B agreed to purchase an additional 1,333 shares of
TREN for $2,000 and mailed a check for that amount, along with an executed stock purchase
agreement, to Gavzie on or about January 25, 2021.
133. Growth Point never transferred or delivered to Investor B the 1,333 shares he
purchased. Despite repeated requests, Gavzie has not provided the investor any assistance in
obtaining those shares.
134. In total, Investor B sent approximately $27,500 to acquire shares in the penny stocks
Gavzie recommended, a significant percentage of which was used to pay Growth Point or its agents’

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(including Gavzie’s) commissions.
II. THE THOMPSON HUNT OFFERING FRAUD
A. Background on Thompson Hunt
135. Arnal founded Thompson Hunt as a private corporation in 2009.
136. Since Thompson Hunt’s inception, Arnal has been the Chairman of the company’s
Board of Directors.
137. Since approximately 2017, Thompson Hunt’s sole business function has been to
attempt to issue and manage the “GNMAG Asset Backed Securitizations Trust” (“GNMAG
Bond”), which Thompson Hunt envisioned as a publicly-traded, asset-backed security collateralized
by a pool of government-sponsored, mortgage-backed securities.
138. When acting on Thompson Hunt’s behalf, Arnal generally used the alias “Michael J.
Cohen.”
139. Arnal used this alias to obscure his criminal indictment and subsequent guilty plea
from potential business partners and investors who might be disinclined to partner with or invest in
Thompson Hunt if they knew of his history.
140. Thompson Hunt’s prospective revenues were dependent entirely upon fees it
anticipated earning as the parent company of the GNMAG Bond’s sponsor and depositor.
141. In 2017, Arnal began recruiting Vaughan to run Thompson Hunt’s day-to-day
operations.
142. In or around March 2017, while recruiting Vaughan to join Thompson Hunt, Arnal
disclosed his prior criminal indictment and guilty plea to Vaughan and explained to Vaughan that he
used the “Michael Cohen” alias in his professional dealings.
143. In 2018, Arnal hired Vaughan as Thompson Hunt’s CEO.
144. In that role, Vaughan managed day-to-day operations of Thompson Hunt, assisted

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Arnal in marketing and communications with potential GNMAG Bond investors, and managed
Thompson Hunt’s relationships with third parties, such as ratings agencies and banking institutions,
to support Thompson Hunt’s purported efforts to issue the GNMAG Bond.
145. From 2018 to the present, Thompson Hunt, through Arnal and Vaughan, have taken
steps to try to bring the GNMAG Bond to market, but have to date been unsuccessful.
146. Among other things, Thompson Hunt has retained securities lawyers, accountants
and an underwriter to coordinate the offering and prepare shelf registration statements, secured a
financial institution to serve as Trustee for the issuing entity, and obtained credit ratings for the
bond from a national bond rating agency (though the rating agency has since withdrawn these credit
ratings).
147. Thompson Hunt and/or its affiliates have also filed several shelf registration
statements with the Commission related to the GNMAG Bond, and these registration statements
have been declared effective, most recently on June 17, 2021.
148. Thompson Hunt has not issued the GNMAG Bond, however, because despite years
of marketing the bond, Thompson Hunt has never found a willing buyer.
149. As a result, Thompson Hunt has not earned any revenue to date.
150. Until around June 2021, Thompson Hunt’s efforts to issue the GNMAG Bond were
funded privately, principally through an approximately $3.5 million capital injection provided by an
associate of Arnal whom he met through his church, and who also sat on Thompson Hunt’s Board
of Directors.
B. Thompson Hunt’s Offering
151. By or around April 2021, Thompson Hunt had exhausted its available cash, and
sought to raise capital from outside investors to continue to fund its operations.
152. To induce prospective investors to invest in the company, Arnal and Vaughan

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worked jointly to structure an offering to raise the needed capital for Thompson Hunt (the
“Thompson Hunt Offering”).
153. Vaughan and Arnal considered numerous potential investment structures before
ultimately approving the use of an investment contract, called a Funding and Profit Participation
Agreement (the “Funding Agreement”) in or around June 2021, which detailed the offering’s terms
and provided prospective investors in Thompson Hunt the opportunity to subscribe to the offering.
154. Arnal had ultimate authority over the terms and content of the Funding Agreement
and was responsible for assuring the accuracy of the representations contained in it.
155. The Funding Agreement claimed that investor funds would be used for a “[c]ash
injection to [Thompson Hunt] to maintain the infrastructure and business enterprise known as
[Thompson Hunt].”
156. The Funding Agreement purported to offer investors in the Thompson Hunt
Offering both a debt component and a profit participation component in exchange for any capital
commitments.
157. The debt component described in the Funding Agreement entitled investors to a
return of their principal (the amounts invested) plus 15% interest within six months, with those
sums to be paid by Thompson Hunt out of cash flows generated from the sale of the GNMAG
Bond.
158. The profit participation component entitled investors in the offering to 5% of
Thompson Hunt’s net operating profits for the period in which the debt component of the
investor’s commitment remained outstanding.
159. The Funding Agreement represented to investors that the debt and profit
participation components, collectively, would result in an ultimate “repayment amount” to investors
of at least three times their capital commitment within six months.

30
160. The Funding Agreement also represented that Thompson Hunt’s failure to pay this
repayment amount in full within six months would result in the accrual of a penalty interest at an
annual rate of 24% on any principal remaining outstanding.
161. The Funding Agreement did not offer investors any rights as to the management of
or participation in the business affairs of Thompson Hunt.
162. Under the Funding Agreement, investor profits earned were to be entirely passive
and derived exclusively from Thompson Hunt’s efforts in issuing, selling, and managing the
GNMAG Bond.
163. None of the interests created by Thompson Hunt through the Funding Agreement
were offered or sold pursuant to a registration statement filed with the Commission, and no valid
exemption from registration was applied or even claimed.
164. The Funding Agreement that Arnal authorized and Vaughan signed contained a
series of false and misleading statements concerning Thompson Hunt and its business.
165. The Funding Agreement described the “Purpose of Funding” as a “[c]ash injection
to [Thompson Hunt] to maintain the infrastructure and business enterprise known as [Thompson
Hunt].”
166. As described in paragraphs 229 through 240, below, Thompson Hunt ultimately
used investor funds in ways inconsistent with this description, rendering it materially false.
167. The Funding Agreement represented to prospective investors that Thompson Hunt
has a “published patent pending to make GNMAGs available to the general public globally.”
168. In reality, although Arnal had applied for a patent related to mortgage-backed
securities, the United States Patent Office had rejected his patent claim on October 5, 2020, and
determined that it had been abandoned, due to the lack of any reply by Arnal, on May 3, 2021.
169. The Funding Agreement also claimed that Thompson Hunt “has a Registered Public

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Structure rated Aaa from Moody’s.”
170. In reality, while a nationally-recognized ratings agency did rate two series of the
GNMAG Bond “Aaa” on prior occasions, the ratings agency repeatedly withdrew its ratings because
the GNMAG Bond transaction had not closed.
171. Each time the ratings agency withdrew its ratings, it informed Thompson Hunt,
Vaughan, and/or Arnal of the withdrawal at the time or shortly thereafter.
172. The last action the rating agency took was to withdraw its rating for the GNMAG
Bond on May 11, 2021.
173. Thus, contrary to the language of the Funding Agreement, the GNMAG Bond was
not rated during the Thompson Hunt Offering, which began in June 2021 and, as Vaughan and
Arnal accordingly knew or at least recklessly disregarded, the Funding Agreement’s representation
that the bond was rated “Aaa” was false.
C. Thompson Hunt Offering Marketing Materials
174. Thompson Hunt prepared and approved a slide deck and other marketing materials
for use in soliciting potential investors in the Thompson Hunt Offering (the “Marketing Materials”).
175. Although the Thompson Hunt Offering solicited investments in Thompson Hunt,
the presentation Vaughan and Arnal used to market the offering devoted only a single slide to
Thompson Hunt itself, with the bulk of the presentation devoted to the investment merits of the
GNMAG Bond.
176. Nowhere in Thompson Hunt’s Marketing Materials did Thompson Hunt include
Thompson Hunt’s financial statements, disclose that Thompson Hunt had never generated any
revenue from its operations, or disclose that Thompson Hunt had been trying unsuccessfully to
issue the GNMAG Bond for more than four years.
177. The Thompson Hunt Marketing Materials also contained biographies of Thompson

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Hunt’s board members and executive management.
178. These biographical descriptions of Arnal referred to Arnal exclusively under his alias,
“Michael Cohen,” and described “Cohen” as the “Chairman of the Board” of Thompson Hunt and
the “primary designer and patent holder of the Public Structure (GNMAG [Bond]).”
179. Arnal did not use his real name in the Marketing Materials, which prevented
investors from researching Arnal and learning of his prior criminal indictment for theft and his
subsequent guilty plea.
D. Artis Forms Brookdale and Contracts with Thompson Hunt to Promote the
Funding Agreement
180. Artis founded Brookdale in 2021.
181. Although Artis established Brookdale as a legal entity distinct from Growth Point, its
ownership structure and business model were substantially the same as Growth Point’s.
182. Artis owned and controlled Brookdale and ran it as a boiler room. He employed
Gavzie as an unregistered sales agent on its behalf, used the same aggressive and deceptive sales
tactics, and earned commissions from Brookdale’s sales agents’ sales of securities to many of the
same prospective investors Growth Point recruited.
183. In May 2021, Thompson Hunt engaged Brookdale to market its Thompson Hunt
Offering to its investor base.
184. Thompson Hunt and Brookdale executed a consulting agreement (the “Consulting
Agreement”) on May 24, 2021.
185. Artis signed the Consulting Agreement on Brookdale’s behalf.
186. Vaughan countersigned the Consulting Agreement on Thompson Hunt’s behalf.
187. Under the Consulting Agreement, Brookdale agreed to provide “introductions,
guidance and assistance in securing funding for” Thompson Hunt.
188. In return, the Consulting Agreement provided that Brookdale was to receive $15,000

33
and a 1% equity ownership interest in Thompson Hunt for every $100,000 in investor funds it raised
through the Thompson Hunt Offering.
189. Although the Consulting Agreement contemplated that Brookdale would receive
15% of the money it raised for Thompson Hunt, Artis and Vaughan subsequently renegotiated that
up-front commission orally to 25% and confirmed the renegotiated commission levels in an email.
190. Arnal approved the increase in commission rate to 25%.
191. The Consulting Agreement also provided that funds Brookdale raised for the
Thompson Hunt Offering would be deposited into an escrow account established and maintained
by Law Firm A, which served as the escrow agent for all Funding Agreement transactions, and
which was the same law firm that Growth Point and Artis was working with in connection with
Growth Point’s penny stock sales.
192. The Consulting Agreement directed Law Firm A to pay Brookdale’s commissions
out of the escrow account.
193. The Consulting Agreement also provided that, in compensation for its services, Law
Firm A would receive 5% of the funds Thompson Hunt raised through the Funding Agreement.
194. As a result, when Law Firm A’s 5% compensation was combined with Brookdale’s
25% commissions, Thompson Hunt stood to receive only approximately 70% of the investor funds
raised by Brookdale, purportedly for Thompson Hunt, through the Funding Agreement.
195. Although the Consulting Agreement directed Law Firm A to withhold investor
capital to pay commissions to Brookdale, in practice, Law Firm A routed commission payments
from the Thompson Hunt Offering either to Growth Point, Artis, or Gavzie.
196. Though Brookdale and Growth Point were different corporate entities, they shared
the same ownership, employees, and business models, and therefore the funds paid by Law Firm A
to Growth Point reached the same ultimate beneficiaries.

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197. Shortly after Artis and Vaughan signed the Consulting Agreement on May 24, 2021,
Thompson Hunt furnished Brookdale with the Marketing Materials, and Brookdale began soliciting
investors on Thompson Hunt’s behalf.
198. Brookdale continued to market and sell the Thompson Hunt Offering to investors
through at least April 2023—for almost two years.
E. Gavzie’s and Brookdale’s Fraudulent Marketing of the Thompson Hunt
Offering
199. Brookdale generally solicited investor interest in the Thompson Hunt Offering
through cold calls, targeting many of the same elderly investors to whom Growth Point, Artis and
Gavzie had previously sold microcap stocks.
200. Gavzie was the primary Brookdale salesman responsible for raising funds for
Thompson Hunt through the Thompson Hunt Offering.
201. Gavzie did not interact with Arnal, Vaughan or any other Thompson Hunt agent or
employee.
202. All of Thompson Hunt’s communications concerning Brookdale’s marketing of the
Thompson Hunt Offering were with Artis, Brookdale’s sole owner and founder.
203. Based on the facts alleged in paragraphs 200 to 202, Artis directed Gavzie with
respect to the marketing of the Thompson Hunt Offering.
204. In orally pitching prospective investors to participate in the Thompson Hunt
Offering, Gavzie routinely misled investors through false and misleading statements and other
deceptions.
205. Gavzie orally told at least certain investors that they would be investing in a
“government bond” or a “government-backed bond.”
206. In reality, investors invested in Thompson Hunt itself, which neither was a
government bond nor had any government backing.

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207. Information available to Gavzie, including the Funding Agreements, described the
investment as offering equity and debt investments in Thompson Hunt, and not any government
bond.
208. Thus, Gavzie knew or at least recklessly disregarded that investors in the Thompson
Hunt Offering were not, as he claimed, investing in a “government bond” or “government-backed
bond.”
209. Gavzie orally told other investors that their capital would go to Thompson Hunt.
210. In reality, as Gavzie knew or recklessly disregarded as a result of his receipt of
commissions from his sales of the Thompson Hunt Offering, approximately 30% of the investor
funds were used to pay commissions and/or Law Firm A as escrow agent.
211. Gavzie orally told at least some investors that he would not be making any money on
the transaction unless the investors did.
212. In reality, he and his affiliates received commissions from their sales of the
Thompson Hunt Offering regardless of how the investment performed, as Gavzie knew because he
personally received sales commissions.
213. Gavzie orally told at least some investors that he personally had invested in the
Thompson Hunt Offering.
214. In reality, Gavzie never invested in the Thompson Hunt Offering.
215. Gavzie also emailed the Marketing Materials—which contained the
misrepresentations and falsehoods detailed in paragraphs 178 to 179 above—to at least some
prospective investors after they expressed preliminary interest in participating in the Thompson
Hunt Offering.
216. Gavzie also regularly characterized the Thompson Hunt Offering as a “safe”
investment during his oral solicitations of investors.

36
217. At no time did Gavzie inform potential investors in the Thompson Hunt Offering
that Thompson Hunt had no history of generating any operating revenue. Nor did Gavzie tell
investors that Thompson Hunt had been attempting to launch the GNMAG Bond—the supposed
source for the promised, imminent 300% returns—for several years without success.
218. The information described in paragraph 217 would have been evident from a review
of Thompson Hunt’s basic financial information which was available to Gavzie.
219. Gavzie therefore knew, or was reckless in not knowing, that an investment in
Thompson Hunt Offering was risky and speculative and that his representations regarding the
investment as “safe” was materially false or misleading.
220. Gavzie generally provided prospective investors who agreed to invest in the
Thompson Hunt Offering with a copy of the Funding Agreement for execution, conformed to
reflect the investor’s particular commitment amount.
221. The Funding Agreements that Gavzie provided prospective investors contained the
misstatements detailed in paragraphs 164 to 173 above.
222. The Funding Agreements Gavzie provided to prospective investors also contained
the representation described in paragraph 165, above, which claimed that the purpose of the
investors’ funding was for a “[c]ash injection to [Thompson Hunt] to maintain [Thompson Hunt’s]
infrastructure and business enterprise.”
223. In reality, 25% of the investors’ funds were directed to Growth Point, Artis, and/or
Gavzie as commissions, and an additional 5% retained by Law Firm A, as the escrow agent, as
Gavzie, Artis, Arnal and Vaughan knew or recklessly disregarded as the recipients (or payors) of
these sales commissions.
224. Upon receipt of an investor’s signed Funding Agreement, Vaughan countersigned
each investor’s Funding Agreement on Thompson Hunt’s behalf.

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225. Arnal notarized Vaughan’s signature on each executed Funding Agreement under his
own name, not “Michael Cohen.”
226. The Funding Agreement referenced Arnal only in his capacity as a notary and did
not indicate that Arnal was Thompson Hunt’s Chairman or that he and “Michael Cohen” were one
and the same.
227. In total, between May 2021 and April 2023, Brookdale raised approximately
$1,350,750 from approximately 30 investors on Thompson Hunt’s behalf through the Thompson
Hunt Offering, the vast majority (if not all) of whom Gavzie solicited personally.
228. Neither Brookdale nor Thompson Hunt took any steps to assess, in connection with
the Thompson Hunt Offering, whether these investors—many of whom were senior citizens—were
accredited investors.
F. Thompson Hunt Misappropriates the Thompson Hunt Offering Proceeds
229. Contrary to the representation in the Funding Agreement regarding the use of
proceeds, most of the funds raised in the Thompson Hunt Offering were neither used to inject cash
into Thompson Hunt nor to maintain its business or infrastructure.
230. Rather, Thompson Hunt diverted funds and used them for purposes unrelated to
Thompson Hunt’s business or the GNMAG Bond Offering, including, among others, to pay sales
commissions, to pay the legal fees of Arnal’s friend, and to partially pay off promised returns owed
to earlier Thompson Hunt Offering investors.
231. Vaughan had signatory authority over Thompson Hunt’s bank account and
authorized the dispersion of funds in the manner described below at the direction of Arnal.
232. Of the approximately $1,350,750 Brookdale raised in the Thompson Hunt Offering,
about $405,167 was either retained by Law Firm A as escrow agent ($67,480) or routed to Growth
Point, Artis, and/or Gavzie as commissions ($337,687).

38
233. Arnal directed that Vaughan pay an additional, approximately $188,258 of funds
raised from investors in the Thompson Hunt Offering to fund the legal defense of a friend of
Arnal’s who faced federal criminal mail and wire fraud and money laundering charges in the District
of Nebraska.
234. In connection with that criminal proceeding, Vaughan admitted, and the District
Court in Nebraska found, that investors recruited to participate in the Thompson Hunt Offering
were not told that their monies would be used for that purpose. See United States v. Voight, No. 4:18-
CR-3143, 2022 WL 2342663, at *3 (D. Neb. June 29, 2022).
235. Arnal and Vaughan also directed Thompson Hunt to use approximately $369,700 of
the funds raised in the Thompson Hunt Offering to make Ponzi-like payments to earlier Thompson
Hunt Offering investors.
236. Arnal and Vaughan made these payments in consultation with Artis to mollify
investors who had expressed discontent that the promised principal and interest payments had not
been timely made.
237. Artis told Vaughan which investors to make payments to out of the funds raised by
the Thompson Hunt Offering, based primarily on which investors most loudly complained about
the failure of the Thompson Hunt Offering to generate its promised returns.
238. Having reviewed the Funding Agreement (and, as to Arnal and Vaughan, having
approved and signed the Funding Agreement), Arnal, Vaughan and Artis knew or recklessly
disregarded that the Funding Agreement represented to investors that their funds would be used to
develop Thompson Hunt’s business.
239. Arnal, Vaughan and Artis also knew or recklessly disregarded that the Funding
Agreement claimed that any profits from the Thompson Hunt Offering would be paid out of
proceeds Thompson Hunt earned from the sale, issuance, and management of the GNMAG Bond.

39
They thus knew, or recklessly disregarded, that Thompson Hunt’s use of new funds raised in the
Thompson Hunt Offering to pay earlier investors was contrary to the Funding Agreement’s
representations.
240. In total, of the approximately $1,350,750 raised in the Thompson Hunt Offering,
approximately $1 million was misappropriated in the manners described above.
FIRST CLAIM FOR RELIEF
Violations of Securities Act Section 17(a)
(All Defendants)

241. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 240.
242. Defendants, directly or indirectly, singly or in concert, in the offer or sale of
securities and by the use of the means or instruments of transportation or communication in
interstate commerce or the mails, (i) knowingly or recklessly have employed one or more devices,
schemes or artifices to defraud, (ii) knowingly, recklessly, or negligently have obtained money or
property by means of one or more untrue statements of a material fact or omissions of a material
fact necessary in order to make the statements made, in light of the circumstances under which they
were made, not misleading, and/or (iii) knowingly, recklessly, or negligently have engaged in one or
more transactions, practices, or courses of business which operated or would operate as a fraud or
deceit upon the purchaser.
243. By reason of the foregoing, Defendants, directly or indirectly, singly or in concert,
have violated and, unless enjoined, will again violate Securities Act Section 17(a) [15 U.S.C. § 77q(a)].
SECOND CLAIM FOR RELIEF
Violations of Exchange Act Section 10(b) and Rule 10b-5 Thereunder
(All Defendants)

244. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 240.

40
245. Defendants, directly or indirectly, singly or in concert, in connection with the
purchase or sale of securities and by the use of means or instrumentalities of interstate commerce, or
the mails, or the facilities of a national securities exchange, knowingly or recklessly have (i) employed
one or more devices, schemes, or artifices to defraud, (ii) made one or more untrue statements of a
material fact or omitted to state one or more material facts necessary in order to make the
statements made, in light of the circumstances under which they were made, not misleading, and/or
(iii) engaged in one or more acts, practices, or courses of business which operated or would operate
as a fraud or deceit upon other persons.
246. By reason of the foregoing, Defendants, directly or indirectly, singly or in concert,
have violated and, unless enjoined, will again violate Exchange Act Section 10(b) [15 U.S.C. § 78j(b)]
and Rule 10b-5 [17 C.F.R. § 240.10b-5] thereunder.
THIRD CLAIM FOR RELIEF
Violations of Securities Act Sections 5(a) and 5(c)
(Thompson Hunt, Arnal, Vaughan, Brookdale, Artis and Gavzie)
247. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 5 through 8 and 135 through 240.
248. Thompson Hunt, Arnal, Vaughan, Brookdale, Artis and Gavzie, directly or
indirectly, singly or in concert, (i) made use of means or instruments of transportation or
communication in interstate commerce or of the mails to sell, through the use or medium of a
prospectus or otherwise, securities as to which no registration statement was in effect; (ii) for the
purpose of sale or for delivery after sale, carried or caused to be carried through the mails or in
interstate commerce, by any means or instruments of transportation, securities as to which no
registration statement was in effect; or (iii) made use of means or instruments of transportation or
communication in interstate commerce or of the mails to offer to sell or offer to buy, through the
use or medium of a prospectus or otherwise, securities as to which no registration statement had

41
been filed.
249. By reason of the foregoing, Thompson Hunt, Arnal, Vaughan, Brookdale, Artis and
Gavzie have violated and, unless enjoined, will again violate Securities Act Sections 5(a) and 5(c) [15
U.S.C. §§ 77(e)(a) and 77(e)(c)].
FOURTH CLAIM FOR RELIEF
Violations of Exchange Act 15(a)
(Brookdale, Growth Point, Artis and Gavzie)
250. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 240.
251. Brookdale, Growth Point, Artis and Gavzie, while not registered with the
Commission as a broker or dealer or associated with a registered broker or dealer, made use of the
mails or other means or instrumentality of interstate commerce to effect transactions in, or to induce
or attempt to induce the purchase or sale of, securities other than exempted securities or commercial
paper, bankers’ acceptances or commercial bills.
252. By reason of the foregoing, Brookdale, Growth Point, Artis and Gavzie have,
directly or indirectly, violated and, unless enjoined, will again violate Exchange Act Section 15(a) [15
U.S.C. § 78o(a)].
FIFTH CLAIM FOR RELIEF
Aiding and Abetting Violations of Securities Act Section 17(a)(2)
(Arnal)
253. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 5 through 8 and 135 through 240.
254. As alleged above, Vaughan violated Securities Act Section 17(a)(2) [15 U.S.C. §
77q(a)(2)].
255. Arnal knowingly or recklessly provided substantial assistance to Vaughan with
respect to Vaughan’s violations of Securities Act Section 17(a)(2) [15 U.S.C. § 77q(a)(2)].

42
256. By reason of the foregoing, Arnal is liable pursuant to Securities Act Section 15(b)
[15 U.S.C. § 77o(b)] for aiding and abetting Vaughan’s violations of Securities Act Section 17(a)(2)
[15 U.S.C. § 77q(a)(2)] and, unless enjoined, Arnal will again aid and abet these violations.
SIXTH CLAIM FOR RELIEF
Aiding and Abetting Violations of Exchange Act Section 10(b) and Rule 10b-5(b)
(Arnal)

257. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 5 through 8 and 135 through 240.
258. As alleged above, Vaughan violated Exchange Act Section 10(b) [15 U.S.C. § 78j(b)]
and Rule 10b-5(b) thereunder [17 C.F.R. § 240.10b-5(b)].
259. Arnal knowingly or recklessly provided substantial assistance to Vaughan with
respect to Vaughan’s violations of Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and Rule 10b-
5(b) thereunder [17 C.F.R. § 240.10b-5(b)].
260. By reason of the foregoing, Arnal is liable pursuant to Exchange Act Section 20(e)
[15 U.S.C. § 78t(e)] for aiding and abetting Vaughan’s violations of Exchange Act Section 10(b) [15
U.S.C. § 78j(b)] and Rule 10b-5(b) [17 C.F.R. § 240.10b-5(b)] thereunder and, unless enjoined, Arnal
will again aid and abet these violations.
SEVENTH CLAIM FOR RELIEF
Aiding and Abetting Violations of Securities Act Section 17(a)(2)
(Vaughan)
261. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 5 through 8 and 135 through 240.
262. As alleged above, Arnal violated Securities Act Section 17(a)(2) [15 U.S.C. §
77q(a)(2)].
263. Vaughan knowingly or recklessly provided substantial assistance to Arnal with
respect to Arnal’s violations of Securities Act Section 17(a)(2) [15 U.S.C. § 77q(a)(2)].

43
264. By reason of the foregoing, Vaughan is liable pursuant to Securities Act Section
15(b) [15 U.S.C. § 77o(b)] for aiding and abetting Arnal’s violations of Securities Act Section 17(a)(2)
[15 U.S.C. § 77q(a)(2)] and, unless enjoined, Vaughan will again aid and abet these violations.
EIGHTH CLAIM FOR RELIEF
Aiding and Abetting Violations of Exchange Act Section 10(b) and Rule 10b-5(b)
(Vaughan)
265. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 5 through 8 and 135 through 240.
266. As alleged above, Arnal violated Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and
Rule 10b-5(b) thereunder [17 C.F.R. § 240.10b-5(b)].
267. Vaughan knowingly or recklessly provided substantial assistance to Arnal with
respect to Arnal’s violations of Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5(b)
[17 C.F.R. § 240.10b-5(b)] thereunder.
268. By reason of the foregoing, Vaughan is liable pursuant to Exchange Act Section
20(e) [15 U.S.C. § 78t(e)] for aiding and abetting Arnal’s violations of Exchange Act Section 10(b)
[15 U.S.C. § 78j(b)] and Rule 10b-5(b) [17 C.F.R. § 240.10b-5(b)] thereunder and, unless enjoined,
Vaughan will again aid and abet these violations.
NINTH CLAIM FOR RELIEF
Aiding and Abetting Violations of Securities Act Section 17(a)(2)
(Gavzie)

269. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 240.
270. As alleged above, Thompson Hunt, Arnal and Vaughan violated Securities Act
Section 17(a)(2) [15 U.S.C. § 77q(a)(2)].
271. Gavzie knowingly or recklessly provided substantial assistance to Thompson Hunt,
Arnal, and Vaughan with respect to their violations of Securities Act Section 17(a)(2) [15 U.S.C. §

44
77q(a)(2)].
272. By reason of the foregoing, Gavzie is liable pursuant to Securities Act Section 15(b)
[15 U.S.C. § 77o(b)] for aiding and abetting Thompson Hunt’s, Arnal’s and Vaughan’s violations of
Securities Act Section 17(a)(2) [15 U.S.C. § 77q(a)(2)] and, unless enjoined, Gavzie will again aid and
abet these violations.
TENTH CLAIM FOR RELIEF
Aiding and Abetting Violations of Exchange Act Section 10(b) and Rule 10b-5(b)
(Gavzie)
273. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 240.
274. As alleged above, Thompson Hunt, Arnal and Vaughan violated Exchange Act
Section 10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5(b) [17 C.F.R. § 240.10b-5(b)] thereunder.
275. Gavzie knowingly or recklessly provided substantial assistance to Thompson Hunt,
Arnal, and Vaughan with respect to their violations of Exchange Act Section 10(b) [15 U.S.C. §
78j(b)] and Rule 10b-5(b) [17 C.F.R. § 240.10b-5(b)] thereunder.
276. By reason of the foregoing, Gavzie is liable pursuant to Exchange Act Section 20(e)
[15 U.S.C. § 78t(e)] for aiding and abetting Thompson Hunt’s, Arnal’s and Vaughan’s violations of
Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5(b) [17 C.F.R. § 240.10b-5(b)]
thereunder and, unless enjoined, Gavzie will again aid and abet these violations.
ELEVENTH CLAIM FOR RELIEF
Aiding and Abetting Violations of Securities Act Section 17(a)(2)
(Artis)
277. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 240.
278. As alleged above, Thompson Hunt, Arnal, Vaughan and Gavzie violated Securities
Act Section 17(a)(2) [15 U.S.C. § 77q(a)(2)].

45
279. Artis knowingly or recklessly provided substantial assistance to Thompson Hunt,
Arnal, Vaughan and Gavzie with respect to their violations of Securities Act Section 17(a)(2) [15
U.S.C. § 77q(a)(2)].
280. By reason of the foregoing, Artis is liable pursuant to Securities Act Section 15(b) [15
U.S.C. § 77o(b)] for aiding and abetting Thompson Hunt’s, Arnal’s, Vaughan’s and Gavzie’s
violations of Securities Act Section 17(a)(2) [15 U.S.C. § 77q(a)(2)] and, unless enjoined, Artis will
again aid and abet these violations.
TWELFTH CLAIM FOR RELIEF
Aiding and Abetting Violations of Exchange Act Section 10(b) and Rule 10b-5(b)
(Artis)
281. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 240.
282. As alleged above, Thompson Hunt, Arnal, Vaughan and Gavzie violated Exchange
Act Section 10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5(b) [17 C.F.R. § 240.10b-5(b)] thereunder.
283. Artis knowingly or recklessly provided substantial assistance to Thompson Hunt,
Arnal, Vaughan and Gavzie with respect to their violations of Exchange Act Section 10(b) [15
U.S.C. § 78j(b)] and Rule 10b-5(b) [17 C.F.R. § 240.10b-5(b)] thereunder.
284. By reason of the foregoing, Artis is liable pursuant to Exchange Act Section 20(e) [15
U.S.C. § 78t(e)] for aiding and abetting Thompson Hunt’s, Arnal’s, Vaughan’s and Gavzie’s
violations of Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5(b) [17 C.F.R. §
240.10b-5(b)] thereunder and, unless enjoined, Artis will again aid and abet these violations.
THIRTEENTH CLAIM FOR RELIEF
Control Person Liability under Section 20(a) of the Exchange Act
(Artis)
285. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 240.

46
286. As alleged above, Defendants Brookdale and Growth Point violated Exchange Act
Section 10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5] by, among
other things, making material misrepresentations and omissions and employing deceptive devices to
induce the sale of securities in Thompson Hunt and other microcap issuers.
287. At all relevant times, as the sole owner and President of Brookdale and Growth
Point, Artis participated in, and exercised control over, the operations of Brookdale and Growth
Point, and also possessed the power and ability to control the acts constituting Brookdale’s and
Growth Point’s violations of the securities laws alleged herein.
288. Artis was a culpable participant in Brookdale’s and Growth Point’s violations of
Section 10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5].
289. By reason of the foregoing, Artis, pursuant to Section 20(a) of the Exchange Act [15
U.S.C. § 78t(a)], is jointly and severally liable with, and to the same extent as Brookdale and Growth
Point for their violations of Section 10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R.
§ 240.10b-5].
PRAYER FOR RELIEF
 WHEREFORE, the Commission respectfully requests that the Court enter a Final
Judgment:
I.
Permanently enjoining Defendants and their agents, servants, employees and attorneys and
all persons in active concert or participation with any of them from violating, directly or indirectly,
Securities Act Section 17(a) [15 U.S.C. § 77q(a)], Exchange Act Section 10(b) [15 U.S.C. § 78j(b)],
and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5];
II.
Permanently enjoining Defendants Thompson Hunt, Arnal, Vaughan, Brookdale, Artis and

47
Gavzie and their agents, servants, employees and attorneys and all persons in active concert or
participation with any of them from violating, directly or indirectly, Securities Act Sections 5(a) and
5(c) [15 U.S.C. §§ 77(e)(a) and 77(e)(c)];
III.
Permanently enjoining Defendants Brookdale, Growth Point, Artis and Gavzie and their
agents, servants, employees and attorneys and all persons in active concert or participation with any
of them from violating, directly or indirectly, Exchange Act Section 15(a) [15 U.S.C. § 78o(a)];
IV.
Ordering Defendants Thompson Hunt, Arnal, Brookdale, Growth Point, Artis and Gavzie
to disgorge all ill-gotten gains they received directly or indirectly, with prejudgment interest thereon,
as a result of the alleged violations, pursuant Exchange Act Sections 21(d)(3), 21(d)(5), and 21(d)(7)
[15 U.S.C. §§ 78u(d)(3), 78u(d)(5) and 78u(d)(7)];
V.
Ordering Defendants to pay civil money penalties under Securities Act Section 20(d) [15
U.S.C. § 77t(d)] and Exchange Act Section 21(d)(3) [15 U.S.C. § 78u(d)(3)];
VI.
Permanently prohibiting Defendants Artis and Gavzie from participating in any offering of a
penny stock, including engaging in activities with a broker, dealer, or issuer for purposes of issuing,
trading, or inducing or attempting to induce the purchase or sale of any penny stock, under
Securities Act Section 20(g) [15 U.S.C. § 77t(g)] and Exchange Act Section 21(d)(6) [15 U.S.C. §
78u(d)(6)];
VII.
            Permanently            prohibiting            Defendants Artis, Arnal and Vaughan from serving as an officer or
director of any company that has a class of securities registered under Exchange Act Section 12 [15

48
U.S.C. § 78l] or that is required to file reports under Exchange Act Section 15(d) [15 U.S.C. §
78o(d)], pursuant to Securities Act Section 20(e) [15 U.S.C. § 77t(e)] and Exchange Act Section
21(d)(2) [15 U.S.C. § 78u(d)(2)]; and
VIII.
Granting any other and further relief the Court may deem just and proper.
JURY DEMAND
 The Commission demands a trial by jury.

Dated:  New York, New York
August 8, 2024
/s/ Antonia M. Apps____________________________
            ANTONIA            M.            APPS
REGIONAL DIRECTOR
Tejal D. Shah
Sandeep Satwalekar
Jacob David Zetlin-Jones
William Conway
Nicholas Karasimas
Attorneys for Plaintiff
SECURITIES AND EXCHANGE COMMISSION
New York Regional Office
100 Pearl Street
Suite 20-100
New York, NY 10004-2616
(212) 336-0978 (Zetlin-Jones)
[email protected]

ANTONIA M. APPS 
REGIONAL DIRECTOR 
Tejal D. Shah 
Sandeep Satwalekar 
Jacob David Zetlin-Jones 
William Conway 
Nicholas Karasimas 
Attorneys for Plaintiff 
SECURITIES AND EXCHANGE COMMISSION 
New York Regional Office 
100 Pearl Street  
Suite 20-100 
New York, NY 10004-2616 
(212) 336-0978 (Zetlin-Jones) 
[email protected] 
 
UNITED STATES DISTRICT COURT 
SOUTHERN DISTRICT OF NEW YORK 

 
SECURITIES AND EXCHANGE 
COMMISSION, 
 
                       Plaintiff, 
 
            -against- 
 
THOMPSON HUNT AND ASSOCIATES, LTD., 
CARL ARNAL a/k/a MICHAEL J. COHEN, 
CHRISTOPHER VAUGHAN, BROOKDALE 
CONSULTANTS LLC, GROWTH POINT 
CONSULTANTS, INC., DAMON ARTIS, AND 
RICHARD GAVZIE,  
  
                       Defendants.  
 
 

 
 
COMPLAINT 

   
24 Civ. 6035 (     ) 

 
   

JURY TRIAL DEMANDED 
  

      
      

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

Defendants Thompson Hunt and Associates, Ltd. (“Thompson Hunt”), Carl Arnal a/k/a Michael J. 

Cohen (“Arnal”), Christopher Vaughan (“Vaughan”), Brookdale Consultants LLC (“Brookdale”), 

Growth Point Consultants, Inc. (“Growth Point”), Damon Artis (“Artis”), and Richard Gavzie 

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

 

Case 1:24-cv-06035     Document 1     Filed 08/08/24     Page 1 of 48



  

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SUMMARY 

1. This action concerns two fraudulent schemes, each carried out through unregistered 

boiler room entities owned and controlled by Defendant Artis and the sales agents he employed, 

through which Defendants Arnal and Vaughan misappropriated approximately $1 million, and 

Defendants Artis and Gavzie pocketed millions more in undisclosed sales commissions, on the 

backs of defrauded, primarily elderly investors. This is not the first time Defendants Artis, Gavzie 

and Arnal have violated securities laws, committed fraud, or misappropriated funds—as detailed 

below, each has been subject to prior civil (Artis) or criminal (Gavzie and Arnal) proceedings on 

account of their past fraudulent activities.      

2. The first scheme (the “Microcap Fraud”) involved the fraudulent sale of thinly-

traded penny stocks in microcap companies by Defendant Growth Point, a private company Artis 

owned and controlled. Growth Point primarily marketed and sold these penny stocks on behalf of 

third-party sellers who had obtained their shares at virtually no cost.  

3.  Between June 2016 and September 2023 (the “Relevant Period”), Growth Point’s 

sales agents—who were required to be, but were not, associated with a brokerage firm registered 

with the SEC—including Defendant Gavzie, employed high pressure sales tactics to induce 

investors, primarily senior citizens, to buy these penny stocks at prices exponentially higher than the 

sellers’ acquisition costs, with the understanding that Growth Point would receive a share of the 

sellers’ profits through significant sales commissions. Using scripts Artis approved, Growth Point 

sales agents generally touted the microcap companies as up-and-coming and the shares as likely to 

double or triple in value in the near term. However, Growth Point, Artis and Gavzie failed to 

disclose that they would be receiving substantial commissions (upwards of 30%) from the sales, 

which rendered their recommendations materially misleading. Among other misrepresentations, 

Artis, Gavzie and other Growth Point sales agents also fraudulently misrepresented that the shares 

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they were offering were being sold by the companies themselves (the issuers), and exaggerated 

investor interest in these penny stocks.  

4. In total, during the Relevant Period, Artis and Gavzie, through Growth Point, 

generated nearly $7 million in proceeds from the sales of these penny stocks and collectively 

received at least $2.7 million in undisclosed commissions as a result. 

5. The second scheme (the “Thompson Hunt Offering Fraud”) involved the fraudulent 

offering of unregistered securities issued by Defendant Thompson Hunt—a private corporation 

purportedly in the business of issuing, selling, and managing bonds collateralized by government-

backed securities—through its Chairman and Founder, Defendant Arnal, and its Chief Executive 

Officer (“CEO”), Defendant Vaughan, and subsequent misappropriation of the offering proceeds.  

6. Although Thompson Hunt’s sole business function was purportedly the issuance and 

management of these asset-backed bonds, it has never successfully brought a bond to market and 

never generated any revenue. In or around June 2021, ostensibly to support its purported efforts to 

issue its bond, Arnal and Vaughan launched an unregistered securities offering.  The Thompson 

Hunt investment contract promised investors that their funds would be used for a “[c]ash injection 

to [Thompson Hunt] to maintain [Thompson Hunt’s] infrastructure and business enterprise,” and 

that their investment in Thompson Hunt would generate returns of at least 300% within six months. 

In connection with the offering, Arnal and Vaughan prepared offering and marketing materials that 

included several misstatements about the operational status of Thompson Hunt, its product, and its 

management, including that (a) Thompson Hunt’s bond offering was highly rated by a nationally 

recognized credit rating agency; (b) Thompson Hunt had a patent pending on its supposed bond 

structure; and (c) Thompson Hunt’s founder was not Arnal, but “Michael Cohen,” an alias Arnal 

used to conceal his prior criminal indictment and guilty plea for a fraudulent insurance scam.   

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7. Thompson Hunt engaged Artis to market the unregistered Thompson Hunt offering 

through Defendant Brookdale, another boiler room entity Artis founded and owned. Artis, in turn, 

used Gavzie as the primary sales agent to solicit investments in the Thompson Hunt offering. In 

exchange, Thompson Hunt agreed to pay Brookdale significant commissions from the proceeds of 

all sales of the Thompson Hunt securities. In pitching prospective investors on the Thompson Hunt 

offering, Gavzie—at Artis’s direction—disseminated the false and misleading offering materials 

Arnal and Vaughan had prepared, and compounded these misrepresentations with additional 

materially misleading statements, including by falsely referring to the investment at times as a 

“government bond,” and concealing the substantial up-front commissions.  

8. Between June 2021 and March 2023, Brookdale fraudulently induced approximately 

30 investors to buy these unregistered Thompson Hunt securities, raising approximately $1.3 million 

in proceeds. Contrary to the offering materials’ representations, the majority of the funds raised were 

not used to fund Thompson Hunt’s business and infrastructure. Instead, Thompson Hunt 

misappropriated nearly $1 million of the funds raised, diverting them for unrelated purposes, 

including making Ponzi-like payments to earlier investors, paying legal fees for Arnal’s friend, and 

authorizing the funding of approximately $337,687 in undisclosed commissions.  

9. Through both schemes, Growth Point, Artis, and Gavzie directly received 

approximately $1.8 million, $950,000, and $320,000 in commissions, respectively.   

10. As a result of the conduct described herein, the Commission seeks monetary and 

injunctive relief, as described in more detail below.  

VIOLATIONS 

11. Through the conduct alleged above and as alleged further here: 

a. Defendants have violated Section 17(a) of the Securities Act of 1933 (“Securities 

Act”) [15 U.S.C. § 77q(a)], Section 10(b) of the Securities Exchange Act of 1934 

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

240.10b-5];  

b. Defendants Thompson Hunt, Arnal, Vaughan, Brookdale, Artis and Gavzie have 

violated Securities Act Sections 5(a) and 5(c) [15 U.S.C. §§ 77e(a) and 77e(c)];  

c. Defendants Brookdale, Growth Point, Artis and Gavzie have violated Exchange 

Act Section 15(a) [15 U.S.C. § 78o(a)];  

d. Defendant Arnal aided and abetted Defendant Vaughan’s violations of Securities 

Act Section 17(a)(2) [15 U.S.C. § 77q(a)(2)] and Exchange Act Section 10(b) [15 

U.S.C. § 78j(b)] and Rule 10b-5(b) thereunder [17 C.F.R. § 240.10b-5(b)];  

e. Defendant Vaughan aided and abetted Defendant Arnal’s violations of Securities 

Act Section 17(a)(2) [15 U.S.C. § 77q(a)(2)] and Exchange Act Section 10(b) [15 

U.S.C. § 78j(b)] and Rule 10b-5(b) thereunder [17 C.F.R. § 240.10b-5(b)];  

f. Defendant Gavzie aided and abetted Defendant Thompson Hunt’s, Arnal’s and 

Vaughan’s violations of Securities Act Section 17(a)(2) [15 U.S.C. § 77q(a)(2)], 

Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5(b) thereunder 

[17 C.F.R. § 240.10b-5(b)]; and  

g. Defendant Artis aided and abetted Defendants Thompson Hunt’s, Arnal’s, 

Vaughan’s and Gavzie’s violations of Securities Act Section 17(a)(2) [15 U.S.C. § 

77q(a)(2)] and Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5(b) 

thereunder [17 C.F.R. § 240.10b-5(b)]; and, as a control person of Brookdale and 

Growth Point, is liable for Defendants Brookdale’s and Growth Point’s 

violations of Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5 

thereunder [17 C.F.R. § 240.10b-5] pursuant to Section 20(a) of the Exchange 

Act [15 U.S.C. § 78t(a)]. 

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12. Unless Defendants are restrained and enjoined, they will engage in the acts, practices, 

transactions and courses of business set forth in this Complaint or in acts, practices, transactions and 

courses of business of similar type and object. 

NATURE OF THE PROCEEDINGS AND RELIEF SOUGHT 

13. The Commission brings this action by the authority conferred upon it by Securities 

Act Sections 20(b) and 20(d) [15 U.S.C. §§ 77t(b) and 77t(d)], and Exchange Act Section 21(d) [15 

U.S.C. § 78u(d)].  

14. The Commission seeks a final judgment: (a) permanently enjoining Defendants from 

violating the federal securities laws and rules this Complaint alleges they have violated; (b) ordering 

Defendants Thompson Hunt, Arnal, Brookdale, Growth Point, Artis (individually and on a joint and 

several basis with Growth Point and Brookdale) and Gavzie to disgorge all ill-gotten gains they 

received as a result of the violations alleged herein and to pay prejudgment interest thereon, 

pursuant to Exchange Act Sections 21(d)(3), 21(d)(5), and 21(d)(7), [15 U.S.C. §§ 78u(d)(3), 

78u(d)(5), and 78u(d)(7)]; (c) ordering Defendants to pay civil money penalties under Securities Act 

Section 20(d) [15 U.S.C. § 77t(d)] and Exchange Act Section 21(d)(3) [15 U.S.C. § 78u(d)(3)]; (d) 

permanently prohibiting Defendants Artis and Gavzie from participating in any offering of a penny 

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

21(d)(6) [15 U.S.C. § 78u(d)(6)]; (e) permanently prohibiting Defendants Artis, Arnal and Vaughan 

from serving as an officer or director of any company that has a class of securities registered under 

Exchange Act Section 12 [15 U.S.C. § 78l] or that is required to file reports under Exchange Act 

Section 15(d) [15 U.S.C. § 78o(d)], pursuant to Securities Act Section 20(e) [15 U.S.C. § 77t(e)] and 

Exchange Act Section 21(d)(2) [15 U.S.C. § 78u(d)(2)]; and (f) ordering any other relief the Court 

may deem just and proper.  

 

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JURISDICTION AND VENUE 

15. This Court has jurisdiction over this action under Securities Act Section 22(a) [15 

U.S.C. § 77v(a)] and Exchange Act Section 27 [15 U.S.C. § 78aa].  

16. Defendants, directly and indirectly, have made use of the means or instrumentalities 

of interstate commerce or of the mails in connection with the transactions, acts, practices and 

courses of business alleged herein. 

17. Venue lies in this District under Securities Act Section 22(a) [15 U.S.C. § 77v(a)] and 

Exchange Act Section 27 [15 U.S.C. § 78aa]. Defendants transact business in the Southern District 

of  New York, and certain of  the acts, practices, transactions and courses of  business alleged in this 

Complaint occurred within this District. During the Relevant Period, among other things, 

Thompson Hunt held itself  out as headquartered in New York, New York, and Growth Point 

solicited investors by email and telephone, including at least some investors who reside in this 

District, and maintained a bank account at a financial institution based in this District.  

DEFENDANTS 

18. Growth Point is a Delaware corporation formed in 2010 with its principal place of 

business in San Diego, California. Growth Point is owned and controlled by Artis and is not 

registered with the Commission in any capacity. Although Growth Point is a corporation and not a 

natural person, in the Commission staff’s investigation preceding the filing of this action, Growth 

Point purported to assert a claimed Fifth Amendment privilege against self-incrimination in 

response to a subpoena for documents and refused to produce any documents to the Commission 

staff.   

19. Artis, age 47, is a resident of El Cajon, California. Artis is not and has not been 

registered with the Commission in any capacity and holds no securities licenses. Artis is the sole 

owner and President of Growth Point and Brookdale. In 1997, the Securities Division of the 

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Virginia State Corporation Commission brought an action against Artis, finding that he transacted 

business as an unregistered sales agent for a boiler room and offered and sold unregistered securities. 

Artis was permanently enjoined from future violations and fined $48,000. In the Commission staff’s 

investigation preceding the filing of this action, Artis asserted his Fifth Amendment privilege against 

self-incrimination in response to subpoenas for documents and testimony. 

20. Gavzie, age 61, is a resident of Coronado, California. Gavzie is not currently licensed 

or registered with the Commission in any capacity. From March 1990 to July 1995, Gavzie was 

associated with multiple broker-dealers and held Series 7 and 63 licenses. At various times between 

2016 and the present, Gavzie has acted as a salesman for Growth Point and Brookdale. In 2006, 

Gavzie pled guilty to criminal charges, including wire fraud in connection with the operation of a 

boiler room, for which Gavzie was sentenced to twelve months of incarceration and ordered to pay 

$875,665 in restitution. In the Commission staff’s investigation preceding the filing of this action, 

Gavzie asserted his Fifth Amendment privilege against self-incrimination in response to subpoenas 

for documents and testimony. 

21. Brookdale is a California limited liability company formed in May 2021 with its 

principal place of business in El Cajon, California. Brookdale is owned and controlled by Artis and is 

not registered with the Commission in any capacity. 

22. Thompson Hunt is a private Arizona company that held itself out as being 

headquartered in New York, New York, with its principal place of business in Tucson, Arizona. 

Neither Thompson Hunt nor its securities are registered with the Commission in any capacity. 

Thompson Hunt was formed by Arnal in 2009 and, since at least 2017, has purported to exclusively 

be in the business of attempting to issue and manage a securitized asset-backed bond collateralized 

by government-sponsored mortgage-backed securities.   

23. Arnal, age 66, is a resident of Tucson, Arizona. Arnal is not and has not been 

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registered with the Commission in any capacity and holds no securities licenses. Arnal is the founder 

and Chairman of Thompson Hunt. In June 2003, Arnal was indicted in Arizona state court on four 

counts of theft by conversion and one count of fraudulent scheme and artifice. In December 2005, 

Arnal pled guilty to one felony count of theft of conversion and was ordered to pay over $960,000 in 

restitution to victims, upon payment of which, the indictment against him was dismissed with 

prejudice. Since his indictment and guilty plea, Arnal has frequently used the alias “Michael J. 

Cohen” in business contexts.  

24. Vaughan, age 66, is a resident of Tucson, Arizona. Vaughan is not and has not been 

registered with the Commission in any capacity and holds no securities licenses. Since 2018, 

Vaughan has been the President and CEO of Thompson Hunt. 

OTHER RELEVANT INDIVIDUAL AND ENTITIES 

25. Arch Investments LLC (“Arch Investments”) was a Delaware limited liability 

company formed in 2016 with its principal place of business in Gainesville, Florida. Arch 

Investments has never been registered with the Commission in any capacity. Arch Investments is 

wholly owned and controlled by Janusz (John) Zukowski (“Zukowski”) but has been inactive since 

2021. Before 2021, Arch Investments functioned as the corporate vehicle through which Zukowski 

obtained, controlled, and disposed of shares of thinly-traded microcap securities. For at least a year, 

Arch Investments purported to employ Artis directly to assist in its sale of Zukowski’s holdings.  

26. Zukowski, age 44, is a resident of Gainesville, Florida. From 2016 to 2021, 

Zukowski used Growth Point to sell his shares (owned through Arch Investments) in thinly-traded 

microcap securities. Zukowski has never been registered with the Commission in any capacity or 

held any securities licenses. In June 2024, without admitting or denying the Commission’s findings, 

Zukowski settled to an administrative order finding that he made material misrepresentations to 

investors in connection with his sale of Arch Investments’ microcap securities holdings through 

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Growth Point, thereby violating the antifraud provisions of the Securities Act and Exchange Act. See 

In re Janusz (John) Zukowski and Jerry Samaras, Securities Act Release No. 11290 (June 13, 2024).  

27. Law Firm A is a professional corporation formed in 2013 with its principal place of 

business in San Diego, California. Law Firm A is a small law firm headed by a licensed attorney in 

California. 

28. Law Firm B is a professional limited liability company formed in 2013 with its 

principal place of business in Gainesville, Florida. Law Firm B is a small law firm headed by a 

licensed attorney in Florida. 

FACTS 

I. THE MICROCAP FRAUD 

A. Background on Growth Point’s Boiler Room and Unregistered Broker Dealer 

Activities 

29. Artis founded Growth Point in 2010 and has at all times been its President and sole 

owner.   

30. Since at least 2013, Artis has run Growth Point as a boiler room, its business model 

predicated upon earning transaction-based compensation (e.g., commissions) principally through the 

re-sale of highly illiquid penny stocks in the secondary market. 

31. Artis engaged a team of sales agents, at times as many as four, to work on behalf of 

Growth Point to market these penny stocks. Artis and these sales agents did so through cold calls to 

lists of potential, generally elderly investors.  

32. Artis oversaw all operations of Growth Point and its salesmen, and was responsible 

for hiring, training and supervising Growth Point’s sales force. Artis determined which securities 

Growth Point would pitch to its client base and tightly scripted Growth Point’s sales agents’ email 

and telephonic communications with potential investors concerning the stocks Growth Point 

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marketed.  

33. As a Growth Point sales agent, Gavzie reported directly to Artis. 

34. During the Relevant Period, at Artis’s direction, Growth Point and its sales agents 

(including Gavzie) solicited investments in at least 11 microcap stocks at various times, as reflected 

in the following chart:  

 

  

 
1 Certain of these microcap companies changed names and traded under different symbols during the Relevant Period. 
This table refers to the latest ticker symbol used by each issuer listed.  

2 Growth Point raised an additional $464,775 from investors during the Relevant Period, which, based on the pattern of 
the flow of funds, can reasonably be inferred were for investments in microcap securities—likely the same securities 
identified above.  

Company1 Approximate Dates of Selling 
Activity 

Amount Growth Point 
and its Sales Agents 

Raised from Investors 
IVBT March 2017 – June 2018 At least $1,448,500 

AVAI Sept. 2020 – Aug. 2023 At least $1,186,415 

SKYI Dec. 2016 – July 2022  At least $1,184,251 

COFE March 2017 – Feb. 2020 At least $900,075 

FTWS Aug. 2016 – Dec. 2016 At least $821,400 

VSBC Feb. 2022 – Feb. 2023 At least $388,500 

IRME May 2022 – Jan. 2023 At least $378,756 

NUKK June 2016 – Nov. 2018 At least $100,700 

CSUI  Aug. 2019 – Jan. 2020 At least $46,500 

EGBB Sept. 2021 At least $20,000 

USBC April 2023 At least $10,000 

Total  At least $6,485,0972 

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35. Investors whom Growth Point salesmen convinced to purchase penny stocks 

typically executed the transactions by signing a stock purchase agreement that Growth Point 

provided.  

36. These stock purchase agreements generally contained identical provisions and 

disclosures, conformed to the specifics of each transaction—e.g., the issuer, the counterparty to the 

sale, and the number and price of the shares to be sold. 

37. During the Relevant Period, neither Artis nor any of the Growth Point sales agents 

he supervised, including Gavzie, was associated with a registered brokerage firm or held a securities 

license.  

38. From approximately June 2016 to March 2020, the microcap stocks Growth Point 

marketed through its sales force were held by an unregistered investment firm, Arch Investments, 

which had generally obtained its stocks in the relevant issuers directly from shareholders to whom 

the issuers had directly granted stock, pursuant to a Form S-1 registration statement, at a negligible 

cost.3  

39. Growth Point marketed these stocks on behalf of Arch Investments at a price often 

thousands of times greater than what Arch Investments had paid to acquire them, with the 

understanding from Zukowski, Arch Investments’ principal, that Growth Point and its sales agents 

would retain commissions of approximately 35% of the proceeds of any sales they made. Growth 

Point, Artis and Gavzie did not disclose the commissions to investors. 

40. For example, in or around March 2017, Zukowski engaged Artis to market 

approximately 4.6 million shares of The Coffeesmiths Collective Inc., then trading under the symbol 

“DCSA” (and later trading under the symbol “COFE”), an over-the-counter traded public company 

 
3 A Form S-1 registration statement is the initial registration form that issuers are required to file with the SEC to 
register and publicly offer new securities.   

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in the business of investing in and selling coffee and coffee-related products. Arch Investments had 

acquired these COFE shares from the company’s Form S-1 shareholders for $6,250—approximately 

$0.0014 per share. Growth Point solicited prospective investors to purchase Arch Investments’ 

shares at prices generally between $0.01 and $1.67 per share, at a profit of between 614% and 

119,185% on each sale.  

41. Growth Point was able to sell more than 1.8 million COFE shares for Arch 

Investments to investors through Growth Point’s cold call solicitations between March 2017 and 

February 2020. Growth Point thereby raised more than $900,000 from investors, many of whom 

were elderly, and received a substantial portion of those proceeds in commissions.  

42. Investors who agreed to purchase shares that Growth Point marketed on behalf of 

Arch Investments were instructed to transfer their funds directly to Arch Investments or to Law 

Firm B acting as Arch Investments’ escrow agent.  

43. Between June 2016 and March 2020, investors solicited by Growth Point or its sales 

agents sent approximately $3.69 million into Arch Investments’ account and approximately $297,500 

into Law Firm B’s account. Many of the corresponding checks or wire transfer records included 

descriptions in their memo field identifying the name of the stock the investor agreed to purchase.  

44. For example, on March 3, 2017, an investor Growth Point had solicited sent $20,000 

to Arch Investments with a memo line indicating the funds were for the purchase of 57,143 shares 

of a penny stock company called Sky Century Investment, Inc., then trading under the symbol 

“BNRM” (and later trading under the symbol “SKYI”). 

45. In another example, on February 3, 2020, an investor Growth Point had solicited 

sent $5,000 to Arch Investments with a memo line indicating it was for the purchase of 50,000 

shares of COFE. 

46. Of the approximately $4 million in investor funds deposited with Arch Investments 

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and Law Firm B, approximately $1,407,712—about 35%—was returned to Growth Point and Artis 

as commissions.   

47. From September 2020 through at least August 2023, Growth Point marketed 

microcap company shares on behalf of other third-party individuals in addition to Arch 

Investments.  

48. Like Arch Investments, these individuals typically obtained their shares in these 

penny stock companies at nominal or no cost, and Growth Point was compensated through 

exorbitant commissions from the stock sales it made at exponentially higher prices. 

49. When Growth Point solicited prospective investors on behalf of these sellers, its 

sales agents generally instructed investors who agreed to purchase shares to send their funds to an 

escrow account maintained by Law Firm A, which worked with Growth Point and which purported 

to act as escrow agent for these stock purchases. Law Firm A would then send Growth Point its 

agreed-upon commissions from this attorney escrow account, with the remaining proceeds (less fees 

retained by the law firm for its services) forwarded to the individual seller.  

50. Between September 2020 and August 2023, investors solicited by Growth Point sent 

approximately $2.95 million to Law Firm A. As with investor funds sent to Arch Investments, many 

of the checks or wire transfer records corresponding to the investor funds sent to Law Firm A 

included descriptions in their memo field identifying the name of the stock the investor agreed to 

purchase.  

51. For example, on or about November 2, 2021, an investor Growth Point had solicited 

sent $25,000 to Law Firm A’s escrow account with a memo line indicating it was for the purchase of 

33,000 shares of a microcap company called Trend Innovations Holding, Inc., then trading under 

the symbol “TREN.”  

52. As another example, on or about July 27, 2022, an investor Growth Point had 

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solicited sent $25,000 to Law Firm A’s escrow account with a memo line indicating it was for the 

purchase of SKYI. 

53. Of the $2.95 million investors sent to Law Firm A, approximately $1,344,199—

about 46%—was returned to Growth Point, Artis and/or Gavzie as commissions.   

54. In total, during the Relevant Period, Growth Point solicited investments in at least 

11 stocks, selling millions of shares of these illiquid penny stocks for total proceeds of nearly $7 

million on behalf of Arch Investments and other third-party shareholders. Of this nearly $7 million 

in sales proceeds, which was funneled through Arch Investments and the two law firm escrow 

accounts, Growth Point, Arch, and Gavzie collectively received over $2.75 million in commissions.   

55. During the Relevant Period, Gavzie, at Artis’s direction, cold-called dozens of 

prospective investors to pitch them on purchasing many, if not all, of the stocks listed in paragraph 

34, above.  

56. At Artis’s direction, Gavzie typically sent these investors stock purchase agreements 

and instructed them on how to make the purchases. 

57. Independent from his direction of Gavzie’s solicitations, Artis independently cold-

called dozens of prospective investors to pitch them on purchasing the penny stocks listed in 

paragraph 34, above. 

58. By virtue of their regular solicitation of investors, their advising as to the merits of 

particular securities, and receipt of transaction-based compensation, among other things, Gavzie and 

Artis operated as unregistered brokers. 

B. Fraudulent Devices and Misrepresentations in the Offering of Microcap Stock 

59. At Artis’s direction, Gavzie and other Growth Point sales agents solicited investors 

to purchase these microcap stocks through aggressive sales tactics, unrealistic performance 

projections and serial deceptions.  

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60. Investors that purchased securities through Growth Point and the sellers on whose 

behalf it sold securities often received their shares of these penny stocks in paper, certificate form.  

61. Because these securities were low-priced and thinly traded, and because many of 

their issuers were shell companies, companies that lacked current SEC filings, and/or companies 

that had no apparent business, revenue, or products, many of these investors were unable to deposit 

their shares with a registered broker and thus were unable to sell or otherwise dispose of the shares 

they purchased through Growth Point at all.  

62. Of those investors who were able to deposit their shares, many were unable to sell 

them, or had to sell them at a significant loss, because of the lack of demand and/or liquidity for 

these penny stocks.  

63. Most investors recruited by Growth Point to purchase microcap stock have not 

made any profit and continue to hold shares that are, effectively, untradeable and worthless. 

64. Growth Point, through its salesmen, including Artis and Gavzie, induced investors’ 

purchases of these microcap stocks through a series of deliberate falsehoods and misrepresentations.  

1. Materially False or Misleading Statements and Omissions About 
Growth Point’s Commissions  
 

65. Growth Point salesmen, including Artis and Gavzie, never disclosed their economic 

interest in the transactions—i.e. that they would keep upwards of 30% of any sales proceeds as 

commissions.  

66. Rather, during the Relevant Period, Artis, Gavzie and other Growth Point sales 

agents generally told prospective investors that the proceeds of their investments would be used to 

purchase the offered shares, which was false or misleading because at least 30% of investor proceeds 

would be taken off the top to pay Growth Point’s up-front commissions and would not be put 

toward the purchase of shares. 

67. When soliciting investments, Growth Point, Artis and Gavzie typically quoted the 

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securities to the prospective investors on a price-per-share basis (e.g., $0.30 per share), without 

reference to any commissions or other transaction fees.  

68. The stock purchase agreements used by Growth Point to memorialize and execute 

its sales of microcap stock similarly omitted any mention of any transaction fees or commissions and 

represented to investors that they would “pay the Seller the full Purchase Price [the amount the 

investor agreed to invest] for the Shares.”  

69. On at least some occasions, Gavzie falsely told investors orally that he did not earn 

any up-front commissions, but rather made money only if and when investors profited from their 

investments.  

70. As a result of these representations, investors understood that their funds were being 

used to buy shares—and not to compensate Growth Point and its sales force through significant 

commissions.  

71. Investors’ understanding that Growth Point was not retaining investor funds as 

commissions was important to their decision to invest in the stocks Growth Point marketed.  

72. Had investors known the truth—that Growth Point was keeping 30% or more of 

their funds as commissions—many of Growth Point’s investors would not have agreed to enter into 

the proposed transactions.  

73. In addition, the sales pitch used by Gavzie, Artis and other Growth Point salesmen 

working under Artis’s oversight generally promised investors outsized returns in the penny stocks at 

minimal risk. Growth Point’s salesmen, including Artis and Gavzie, portrayed the microcap issuers 

whose securities they offered as burgeoning growth companies. Their oral solicitations by phone 

sold potential investors on the opportunity to obtain equity interests in these purportedly up-and-

coming businesses on the ground floor, which, they claimed, would yield substantial and imminent 

returns—typically forecasting to investors that the investment would earn multiples on their 

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investment within a year.   

74. Withholding and/or misrepresenting the fact that Growth Point and its sales agents 

were keeping upward of 30% of the sales proceeds as commissions rendered materially misleading 

Growth Point’s and its sales agents’ recommendations to purchase these securities and the 

purported bases for those recommendations (including statements about the potential growth 

prospects of these microcap companies and the potential investment returns). This is because 

investors were deprived of a critical data point, the sales agent’s incentive, in evaluating the 

recommendation and, ultimately, making their investment decision.   

2. Materially False or Misleading Statements About the Source of the 
Shares That Growth Point Was Selling and the Uses of the Sales 
Proceeds  
 

75. During the Relevant Period, Gavzie, Artis and other Growth Point salesmen falsely 

told investors that the offered shares would be or had been purchased directly from the issuers.  

76. Growth Point’s website, the content of which Artis controlled and approved, 

represented that all of Growth Point’s “[s]ales of securities are through the issuer or a registered 

broker-dealer.” At Artis’s direction, emails from Growth Point’s salesmen to prospective investors 

contained a footer with identical language. 

77. In reality, neither Growth Point nor the sellers on whose behalf it sold stock were 

issuers, registered broker-dealers, or affiliated with registered broker-dealers.  

78. Artis and Gavzie compounded these misrepresentations to prospective investors 

verbally when soliciting investors by phone. Artis and Gavzie and other Growth Point salesmen, on 

at least some occasions, told investors that the shares offered were acquired directly from the issuer 

and/or were being offered by third parties (like Arch Investments) who had arrangements with the 

issuer such that sums invested would be used to fund the issuing company’s operations.  

79. Gavzie and Artis also on occasion confirmed this misrepresentation in writing. For 

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instance, in April 2017, Gavzie emailed an investor confirming that “all stock u have acquired has 

been directly from the issuing companies.”  

80. On another occasion, in December 2019, another unregistered and unlicensed 

Growth Point salesman, at Artis’s direction and with Artis’s approval, claimed that he was able to 

obtain a larger discount for the shares because the investor was an “angel investor”—i.e., an investor 

providing early-stage capital directly to emerging start-ups—further leading the investor to believe 

he was providing seed funding directly to the issuer.  

81. Based on these representations, investors understood that their investments would 

go to the issuers for corporate uses.  

82. This was important because investors believed the companies would use their funds 

to grow and develop their respective businesses which, in turn, would produce returns for the 

companies’ investors.  

83. Had investors known that their investment funds were being directed to and retained 

by third-party investors unaffiliated with the issuers themselves, at least some investors would not 

have purchased shares in the companies.  

84. Artis and Gavzie each communicated with third-party sellers on whose behalf they 

were marketing the penny stocks. For example, each had multiple conversations with Zukowski in 

connection with Growth Point’s disposition of Arch Investments’ penny stocks.   

85. Artis and Gavzie each directed that the investor funds they raised be sent to the 

third-party sellers on whose behalf they were working (less Growth Point’s and its sales agents’ 

commissions), and not to the issuers.   

86. Artis and Gavzie each received transaction-based compensation pursuant to 

arrangements Growth Point had with third-party sellers, and not with the issuers of the stocks they 

were marketing.   

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87. As a result of the communications and activities described in paragraphs 84 to 86 

above, Artis and Gavzie knew or at least recklessly disregarded that, contrary to their 

representations, the shares offered by Growth Point were not obtained directly from the issuers and 

the funds invested did not go to the issuers, but rather were sold by unaffiliated third-party investors 

who profited exponentially from the prices Growth Point charged, and who shared a substantial 

portion of their profits with Growth Point as commissions. 

3. Materially False or Misleading Statements About Discounted Shares  

88. During the Relevant Period, Growth Point, Artis and Gavzie on at least some 

occasions represented to prospective investors in their telephonic solicitations that they were able to 

obtain, or had obtained, a large block of shares in these microcap securities from the issuers and, for 

that reason, were able to offer the shares at significant discounts to their market price. 

89. These representations were important to investors because they indicated to 

investors that they were paying approximately what the seller had paid to acquire the shares and that 

their share purchases carried near-term profit potential.  

90. These representations were false or misleading. As Artis, Gavzie and Growth Point’s 

sales force knew or recklessly disregarded based on their communications with the third parties on 

whose behalf they were marketing the penny stocks, the shares had already been obtained by the 

sellers—in many cases months or years before Growth Point’s solicitation—at nominal or virtually 

no cost, and, far from being discounted, the shares had been marketed by the seller and Growth 

Point at a price exponentially above what the sellers had paid to acquire the shares, in part to pay 

Growth Point, Artis and Gavzie substantial commissions.  

91.  Indeed, as Artis, Gavzie and other Growth Point sales agents concealed from 

prospective investors, Growth Point, Artis and Gavzie would earn commissions of between 30% 

and 50% of the funds invested.   

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4. Examples of Growth Point’s, Artis’s and Gavzie’s  
Deceptive Sales Tactics  

(a) Investor A 

92. On or around January 9, 2018, Artis solicited an investor (“Investor A”), an 81 year-

old retiree through a cold-call to purchase stock in COFE by claiming to the investor that Growth 

Point had a block of 300,000 COFE shares available for resale from a seller, had received an 

indication of interest from a significant investor for 250,000 of those shares, and could offer the 

investor the opportunity to purchase the remaining 50,000 shares at $0.60 per share.  

93. In reality, Growth Point did not have any orders to purchase 250,000 shares from an 

investor, and the represented demand for the shares was non-existent. Nor did Growth Point have 

only a 300,000-share block of the stock available for re-sale. Rather, Growth Point was selling 

COFE shares on behalf of Arch Investments, which owned millions of COFE shares it had 

obtained for a fraction of a penny per share years earlier and which had been continuously 

attempting to liquidate these shares through Growth Point at vastly higher prices, which Artis never 

disclosed.  

94. Nor did Artis disclose to Investor A that Growth Point would receive approximately 

30% or more of the $30,000 in investment proceeds as commissions on the sale.  

95. Shortly after Artis’s solicitation, Investor A purchased 50,000 shares of COFE. 

96. In early December 2019, a Growth Point salesman solicited Investor A to make an 

additional purchase of COFE, and attached a proposed stock purchase agreement for the investor’s 

signature by email.  

97. The shares offered were from the same block of shares held by the same seller, Arch 

Investments, as Growth Point’s previous sales of COFE to Investor A.  

98. Investor A responded to the salesman’s email, copying Zukowski, and conveyed his 

reluctance to purchase additional COFE shares given his age, the lack of trading volume in the 

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stock, and the size of his preexisting position in the stock after his previous purchases of the stock 

through Growth Point:  

I cannot see any reason for committing to buying more shares … when you 
look at the history of [COFE] and the lack of a market for trading these 
shares and the fact that I already have 381,249 shares and at the age of 82, I 
cannot see any true benefit based on the information that I am able to 
research, despite the comments that these shares are going to go to $2 per 
share soon and will be tradeable. I just have serious doubts that this will 
occur in my lifetime…. I appreciate that both of you have a vested interest in 
providing the needed funding to keep the COFE business viable going 
forward, but I think my current level of investment and risk does not warrant 
adding to this risk.   

99. Investor A also raised concerns in his email about risk disclosures contained in the 

stock purchase agreement Growth Point had sent him for the proposed transaction. Investor A 

noted, among other things, that the stock purchase agreement’s risk disclosures described 

investments in the company as speculative and involving substantial risks and stated that the 

company might cease operations if unable to raise additional capital. The investor suggested to the 

Growth Point salesman and Zukowski that these risks rendered the investment unsuitable for his 

purchase.  

100. After Zukowski forwarded Investor A’s email to Artis, Artis sent a text message to 

Zukowski detailing specific instructions on how to respond to the investor to induce his purchase. 

Artis directed Zukowski to remove the risk disclosures in the stock purchase agreement and to offer 

the stock at a lower price (but one still substantially higher than Zukowski had paid for the shares). 

Artis concluded his text message to Zukowski by stating “u do that, we will have the money next 

week. He does this every time. . . .”  

101. Later the same day, Zukowski emailed Investor A as Artis had directed (copying 

Artis) and attached a new stock purchase agreement that removed the risk disclosures that had 

concerned Investor A. Zukowski claimed that these disclosures about the speculative nature of the 

investment and the company’s funding needs “should never have been in this stock purchase 

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agreement as it does not pertain to this company.” As Artis had instructed, Zukowski also agreed to 

sell the shares for a lower price than Growth Point initially offered.  

102. Artis texted Zukowski back after that, saying: “Perfect email.”  

103. About a week later, on December 10, 2019, Artis texted Zukowski to confirm that 

the investor was “doing the 50k. But I got to sign a personal guarantee [t]hat he can deposit his 

shares and make a profit… I’m desperate.”  

104. Later that day, a Growth Point salesman forwarded the investor a document signed 

by Artis stating: “I, Damon Artis, Guarantee that your COFE shares will be able to sell and that they 

will be profitable by the end of February 2020. If not, I will buy back the shares @ .30/share. I 

guarantee you will make a profit above the purchase price of $0.30/share.” 

105. Based on this representation, on December 13, 2019, the investor purchased an 

additional 176,667 COFE shares from Growth Point for $50,000 (approximately $0.30 per share), a 

significant percentage of which Growth Point or its agents stood to receive in commissions. 

106. The investor was never able to deposit or sell any of these shares, and 

notwithstanding his guarantee, Artis did not buy them back.   

(b) Investor B 

107. On or around September 10, 2020, Gavzie called a prospective investor (“Investor 

B”) to solicit his purchase of SKYI, a thinly traded penny stock in the marijuana industry.  

108. Gavzie targeted this investor because the investor had previously purchased 

microcap stocks recommended by Growth Point through other Growth Point salesmen. 

109. During the phone call, Gavzie told this investor that SKYI was an up-and-coming 

company likely to triple in value within six months to a year and offered the investor the opportunity 

to purchase the stock at $0.10 per share.  

110. Investor B explained to Gavzie that he had lost money on his previous investments 

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with Growth Point and could not afford to lose any more. He also told Gavzie that his previous 

stock purchases through Growth Point had been received in physical stock certificates that he had 

been unable to deposit with brokers for resale.  

111. In response, Gavzie assured Investor B that he was looking out for the investor’s 

best interest and that the investor would not lose any money on the trade and falsely told the 

investor that Gavzie himself had purchased “big blocks” of SKYI.    

112. Gavzie did not inform the investor that Growth Point would retain approximately 

45% of the funds Investor B invested in the stock as a commission. 

113. Based on Gavzie’s representations, Investor B agreed to purchase 50,000 shares of 

SKYI for $5,000 on the condition that the shares be transferred to him electronically and not in 

certificate form, to which Gavzie agreed.  

114. The following day, Investor B mailed a check and an executed stock purchase 

agreement for his purchase of the shares to Gavzie. He included in his mailing a handwritten note to 

Gavzie explaining that he “trusted” Gavzie, writing further: “I am not an accredited investor. I 

cannot afford to lose money any more. Please help me. I have lost all my retirement and much more 

to scam ideas…”  

115. The stock purchase agreement Investor B entered into falsely listed the seller as an 

individual SKYI shareholder. In fact, the identified seller under the stock purchase agreement did 

not own SKYI shares at the time of the sale and was not the real selling party to the transaction.   

116. Only in November 2020—months after the investor had executed the transaction 

and paid for the shares—did Gavzie and Growth Point secure the SKYI shares for delivery to 

Investor B. Gavzie obtained the shares not from the listed seller, but rather from Arch Investments, 

which in turn had purchased the SKYI shares from a third party in November 2020 for 

approximately $0.01 per share, or ten times less than the investor paid.     

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117. On or around September 21, 2020, Gavzie called Investor B again to pitch an 

investment in another penny stock traded in the over-the-counter market under the ticker symbol 

“TREN.”  

118. During the call, Gavzie offered the stock to Investor B at $1.50 per share, again 

assuring the investor that it was a safe investment likely to triple in value within a year.  

119. Gavzie did not disclose to Investor B that Growth Point would retain approximately 

45% of any funds invested as a commission.  

120. Investor B agreed to purchase 5,000 shares of TREN for $7,500 ($1.50 per share), 

again conditioned upon receiving the shares in electronic, and not certificate, form, which Gavzie 

agreed to.  

121. On or around October 27, 2020, Gavzie called the investor to solicit him to purchase 

additional shares of both penny stocks he had previously purchased—SKYI and TREN—and 

recommended that Investor B place as much money as possible in these stocks to maximize his 

profits.  

122. Again, Gavzie touted the investment merits of the stocks and the likelihood that 

their value would triple in the near term.  

123. Again, Gavzie withheld from Investor B his and Growth Point’s economic interest 

in the transaction of approximately 45% commissions on any sale.  

124. On approximately October 30, 2020, the investor agreed to invest an additional 

$10,000 to purchase 50,000 more shares of SKYI at $0.10 per share and 3,333 shares of TREN at 

$1.50 per share, provided that the shares would be delivered to him in electronic, and not certificate 

form, to which Gavzie agreed.  

125. The investor returned a check for $10,000 and two signed stock purchase agreements 

to Gavzie by mail, along with a handwritten note to Gavzie. In his handwritten note, Investor B 

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explained to Gavzie that he was broke and had to borrow money to fund the purchase from a line 

of credit that was now down to $300. He told Gavzie that he was “counting + trusting you.” 

126. Contrary to Gavzie’s assurances, Growth Point did not deliver the stock to Investor 

B in electronic form, but rather sent stock certificates for each of the shares purchased.  

127. Investor B was unable to find a broker to accept the SKYI shares in certificate form 

and has, accordingly, been unable to deposit or resell those shares.  

128. On January 21, 2021, Gavzie called Investor B again to solicit an additional purchase 

of TREN shares.  

129. During the phone call, Investor B expressed significant reservations about further 

investments given that his prior purchases had not been delivered in the electronic form promised, 

that he had lost money on his Growth Point investments to date, and that he had incurred 

significant debt already to fund the investments Gavzie had previously recommended.  

130. Gavzie assured Investor B that the stock was “really hot right now” and that further 

investment would maximize his profit potential.  

131. Gavzie again omitted reference to the outsized commissions that Growth Point 

stood to earn on the sale.  

132. On Gavzie’s advice, Investor B agreed to purchase an additional 1,333 shares of 

TREN for $2,000 and mailed a check for that amount, along with an executed stock purchase 

agreement, to Gavzie on or about January 25, 2021.  

133. Growth Point never transferred or delivered to Investor B the 1,333 shares he 

purchased. Despite repeated requests, Gavzie has not provided the investor any assistance in 

obtaining those shares.  

134. In total, Investor B sent approximately $27,500 to acquire shares in the penny stocks 

Gavzie recommended, a significant percentage of which was used to pay Growth Point or its agents’ 

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(including Gavzie’s) commissions.  

II. THE THOMPSON HUNT OFFERING FRAUD  

A. Background on Thompson Hunt 

135. Arnal founded Thompson Hunt as a private corporation in 2009.  

136. Since Thompson Hunt’s inception, Arnal has been the Chairman of the company’s 

Board of Directors.  

137. Since approximately 2017, Thompson Hunt’s sole business function has been to 

attempt to issue and manage the “GNMAG Asset Backed Securitizations Trust” (“GNMAG 

Bond”), which Thompson Hunt envisioned as a publicly-traded, asset-backed security collateralized 

by a pool of government-sponsored, mortgage-backed securities.  

138. When acting on Thompson Hunt’s behalf, Arnal generally used the alias “Michael J. 

Cohen.” 

139. Arnal used this alias to obscure his criminal indictment and subsequent guilty plea 

from potential business partners and investors who might be disinclined to partner with or invest in 

Thompson Hunt if they knew of his history.  

140. Thompson Hunt’s prospective revenues were dependent entirely upon fees it 

anticipated earning as the parent company of the GNMAG Bond’s sponsor and depositor.  

141. In 2017, Arnal began recruiting Vaughan to run Thompson Hunt’s day-to-day 

operations.   

142. In or around March 2017, while recruiting Vaughan to join Thompson Hunt, Arnal 

disclosed his prior criminal indictment and guilty plea to Vaughan and explained to Vaughan that he 

used the “Michael Cohen” alias in his professional dealings. 

143. In 2018, Arnal hired Vaughan as Thompson Hunt’s CEO.  

144. In that role, Vaughan managed day-to-day operations of Thompson Hunt, assisted 

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Arnal in marketing and communications with potential GNMAG Bond investors, and managed 

Thompson Hunt’s relationships with third parties, such as ratings agencies and banking institutions, 

to support Thompson Hunt’s purported efforts to issue the GNMAG Bond.  

145. From 2018 to the present, Thompson Hunt, through Arnal and Vaughan, have taken 

steps to try to bring the GNMAG Bond to market, but have to date been unsuccessful.  

146. Among other things, Thompson Hunt has retained securities lawyers, accountants 

and an underwriter to coordinate the offering and prepare shelf registration statements, secured a 

financial institution to serve as Trustee for the issuing entity, and obtained credit ratings for the 

bond from a national bond rating agency (though the rating agency has since withdrawn these credit 

ratings).  

147. Thompson Hunt and/or its affiliates have also filed several shelf registration 

statements with the Commission related to the GNMAG Bond, and these registration statements 

have been declared effective, most recently on June 17, 2021.  

148. Thompson Hunt has not issued the GNMAG Bond, however, because despite years 

of marketing the bond, Thompson Hunt has never found a willing buyer.  

149. As a result, Thompson Hunt has not earned any revenue to date.  

150. Until around June 2021, Thompson Hunt’s efforts to issue the GNMAG Bond were 

funded privately, principally through an approximately $3.5 million capital injection provided by an 

associate of Arnal whom he met through his church, and who also sat on Thompson Hunt’s Board 

of Directors.  

B. Thompson Hunt’s Offering 

151. By or around April 2021, Thompson Hunt had exhausted its available cash, and 

sought to raise capital from outside investors to continue to fund its operations.  

152. To induce prospective investors to invest in the company, Arnal and Vaughan 

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worked jointly to structure an offering to raise the needed capital for Thompson Hunt (the 

“Thompson Hunt Offering”).  

153. Vaughan and Arnal considered numerous potential investment structures before 

ultimately approving the use of an investment contract, called a Funding and Profit Participation 

Agreement (the “Funding Agreement”) in or around June 2021, which detailed the offering’s terms 

and provided prospective investors in Thompson Hunt the opportunity to subscribe to the offering.  

154. Arnal had ultimate authority over the terms and content of the Funding Agreement 

and was responsible for assuring the accuracy of the representations contained in it.  

155. The Funding Agreement claimed that investor funds would be used for a “[c]ash 

injection to [Thompson Hunt] to maintain the infrastructure and business enterprise known as 

[Thompson Hunt].”  

156. The Funding Agreement purported to offer investors in the Thompson Hunt 

Offering both a debt component and a profit participation component in exchange for any capital 

commitments.  

157. The debt component described in the Funding Agreement entitled investors to a 

return of their principal (the amounts invested) plus 15% interest within six months, with those 

sums to be paid by Thompson Hunt out of cash flows generated from the sale of the GNMAG 

Bond.  

158. The profit participation component entitled investors in the offering to 5% of 

Thompson Hunt’s net operating profits for the period in which the debt component of the 

investor’s commitment remained outstanding.  

159. The Funding Agreement represented to investors that the debt and profit 

participation components, collectively, would result in an ultimate “repayment amount” to investors 

of at least three times their capital commitment within six months.  

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160. The Funding Agreement also represented that Thompson Hunt’s failure to pay this 

repayment amount in full within six months would result in the accrual of a penalty interest at an 

annual rate of 24% on any principal remaining outstanding.   

161. The Funding Agreement did not offer investors any rights as to the management of 

or participation in the business affairs of Thompson Hunt.  

162. Under the Funding Agreement, investor profits earned were to be entirely passive 

and derived exclusively from Thompson Hunt’s efforts in issuing, selling, and managing the 

GNMAG Bond.   

163. None of the interests created by Thompson Hunt through the Funding Agreement 

were offered or sold pursuant to a registration statement filed with the Commission, and no valid 

exemption from registration was applied or even claimed.  

164. The Funding Agreement that Arnal authorized and Vaughan signed contained a 

series of false and misleading statements concerning Thompson Hunt and its business.  

165. The Funding Agreement described the “Purpose of Funding” as a “[c]ash injection 

to [Thompson Hunt] to maintain the infrastructure and business enterprise known as [Thompson 

Hunt].”   

166. As described in paragraphs 229 through 240, below, Thompson Hunt ultimately 

used investor funds in ways inconsistent with this description, rendering it materially false. 

167. The Funding Agreement represented to prospective investors that Thompson Hunt 

has a “published patent pending to make GNMAGs available to the general public globally.”  

168. In reality, although Arnal had applied for a patent related to mortgage-backed 

securities, the United States Patent Office had rejected his patent claim on October 5, 2020, and 

determined that it had been abandoned, due to the lack of any reply by Arnal, on May 3, 2021.  

169. The Funding Agreement also claimed that Thompson Hunt “has a Registered Public 

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Structure rated Aaa from Moody’s.”  

170. In reality, while a nationally-recognized ratings agency did rate two series of the 

GNMAG Bond “Aaa” on prior occasions, the ratings agency repeatedly withdrew its ratings because 

the GNMAG Bond transaction had not closed.    

171. Each time the ratings agency withdrew its ratings, it informed Thompson Hunt, 

Vaughan, and/or Arnal of the withdrawal at the time or shortly thereafter.   

172. The last action the rating agency took was to withdraw its rating for the GNMAG 

Bond on May 11, 2021.   

173. Thus, contrary to the language of the Funding Agreement, the GNMAG Bond was 

not rated during the Thompson Hunt Offering, which began in June 2021 and, as Vaughan and 

Arnal accordingly knew or at least recklessly disregarded, the Funding Agreement’s representation 

that the bond was rated “Aaa” was false.   

C. Thompson Hunt Offering Marketing Materials 

174. Thompson Hunt prepared and approved a slide deck and other marketing materials 

for use in soliciting potential investors in the Thompson Hunt Offering (the “Marketing Materials”).  

175. Although the Thompson Hunt Offering solicited investments in Thompson Hunt, 

the presentation Vaughan and Arnal used to market the offering devoted only a single slide to 

Thompson Hunt itself, with the bulk of the presentation devoted to the investment merits of the 

GNMAG Bond.  

176. Nowhere in Thompson Hunt’s Marketing Materials did Thompson Hunt include 

Thompson Hunt’s financial statements, disclose that Thompson Hunt had never generated any 

revenue from its operations, or disclose that Thompson Hunt had been trying unsuccessfully to 

issue the GNMAG Bond for more than four years.  

177. The Thompson Hunt Marketing Materials also contained biographies of Thompson 

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Hunt’s board members and executive management.  

178. These biographical descriptions of Arnal referred to Arnal exclusively under his alias, 

“Michael Cohen,” and described “Cohen” as the “Chairman of the Board” of Thompson Hunt and 

the “primary designer and patent holder of the Public Structure (GNMAG [Bond]).”   

179. Arnal did not use his real name in the Marketing Materials, which prevented 

investors from researching Arnal and learning of his prior criminal indictment for theft and his 

subsequent guilty plea.  

D. Artis Forms Brookdale and Contracts with Thompson Hunt to Promote the 
Funding Agreement  

180. Artis founded Brookdale in 2021.  

181. Although Artis established Brookdale as a legal entity distinct from Growth Point, its 

ownership structure and business model were substantially the same as Growth Point’s.  

182. Artis owned and controlled Brookdale and ran it as a boiler room. He employed 

Gavzie as an unregistered sales agent on its behalf, used the same aggressive and deceptive sales 

tactics, and earned commissions from Brookdale’s sales agents’ sales of securities to many of the 

same prospective investors Growth Point recruited.   

183. In May 2021, Thompson Hunt engaged Brookdale to market its Thompson Hunt 

Offering to its investor base.  

184. Thompson Hunt and Brookdale executed a consulting agreement (the “Consulting 

Agreement”) on May 24, 2021.  

185. Artis signed the Consulting Agreement on Brookdale’s behalf.  

186. Vaughan countersigned the Consulting Agreement on Thompson Hunt’s behalf.  

187. Under the Consulting Agreement, Brookdale agreed to provide “introductions, 

guidance and assistance in securing funding for” Thompson Hunt.  

188. In return, the Consulting Agreement provided that Brookdale was to receive $15,000 

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and a 1% equity ownership interest in Thompson Hunt for every $100,000 in investor funds it raised 

through the Thompson Hunt Offering.  

189. Although the Consulting Agreement contemplated that Brookdale would receive 

15% of the money it raised for Thompson Hunt, Artis and Vaughan subsequently renegotiated that 

up-front commission orally to 25% and confirmed the renegotiated commission levels in an email.  

190. Arnal approved the increase in commission rate to 25%.   

191. The Consulting Agreement also provided that funds Brookdale raised for the 

Thompson Hunt Offering would be deposited into an escrow account established and maintained 

by Law Firm A, which served as the escrow agent for all Funding Agreement transactions, and 

which was the same law firm that Growth Point and Artis was working with in connection with 

Growth Point’s penny stock sales.  

192. The Consulting Agreement directed Law Firm A to pay Brookdale’s commissions 

out of the escrow account.  

193. The Consulting Agreement also provided that, in compensation for its services, Law 

Firm A would receive 5% of the funds Thompson Hunt raised through the Funding Agreement.  

194. As a result, when Law Firm A’s 5% compensation was combined with Brookdale’s 

25% commissions, Thompson Hunt stood to receive only approximately 70% of the investor funds 

raised by Brookdale, purportedly for Thompson Hunt, through the Funding Agreement.  

195. Although the Consulting Agreement directed Law Firm A to withhold investor 

capital to pay commissions to Brookdale, in practice, Law Firm A routed commission payments 

from the Thompson Hunt Offering either to Growth Point, Artis, or Gavzie.  

196. Though Brookdale and Growth Point were different corporate entities, they shared 

the same ownership, employees, and business models, and therefore the funds paid by Law Firm A 

to Growth Point reached the same ultimate beneficiaries. 

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197. Shortly after Artis and Vaughan signed the Consulting Agreement on May 24, 2021, 

Thompson Hunt furnished Brookdale with the Marketing Materials, and Brookdale began soliciting 

investors on Thompson Hunt’s behalf.  

198. Brookdale continued to market and sell the Thompson Hunt Offering to investors 

through at least April 2023—for almost two years.  

E. Gavzie’s and Brookdale’s Fraudulent Marketing of the Thompson Hunt 
Offering 

199. Brookdale generally solicited investor interest in the Thompson Hunt Offering 

through cold calls, targeting many of the same elderly investors to whom Growth Point, Artis and 

Gavzie had previously sold microcap stocks.  

200. Gavzie was the primary Brookdale salesman responsible for raising funds for 

Thompson Hunt through the Thompson Hunt Offering.  

201. Gavzie did not interact with Arnal, Vaughan or any other Thompson Hunt agent or 

employee.   

202. All of Thompson Hunt’s communications concerning Brookdale’s marketing of the 

Thompson Hunt Offering were with Artis, Brookdale’s sole owner and founder.   

203. Based on the facts alleged in paragraphs 200 to 202, Artis directed Gavzie with 

respect to the marketing of the Thompson Hunt Offering.   

204. In orally pitching prospective investors to participate in the Thompson Hunt 

Offering, Gavzie routinely misled investors through false and misleading statements and other 

deceptions.  

205. Gavzie orally told at least certain investors that they would be investing in a 

“government bond” or a “government-backed bond.”  

206. In reality, investors invested in Thompson Hunt itself, which neither was a 

government bond nor had any government backing.  

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207. Information available to Gavzie, including the Funding Agreements, described the 

investment as offering equity and debt investments in Thompson Hunt, and not any government 

bond.   

208. Thus, Gavzie knew or at least recklessly disregarded that investors in the Thompson 

Hunt Offering were not, as he claimed, investing in a “government bond” or “government-backed 

bond.” 

209. Gavzie orally told other investors that their capital would go to Thompson Hunt.  

210. In reality, as Gavzie knew or recklessly disregarded as a result of his receipt of 

commissions from his sales of the Thompson Hunt Offering, approximately 30% of the investor 

funds were used to pay commissions and/or Law Firm A as escrow agent.  

211. Gavzie orally told at least some investors that he would not be making any money on 

the transaction unless the investors did.  

212. In reality, he and his affiliates received commissions from their sales of the 

Thompson Hunt Offering regardless of how the investment performed, as Gavzie knew because he 

personally received sales commissions.  

213. Gavzie orally told at least some investors that he personally had invested in the 

Thompson Hunt Offering.  

214. In reality, Gavzie never invested in the Thompson Hunt Offering.  

215. Gavzie also emailed the Marketing Materials—which contained the 

misrepresentations and falsehoods detailed in paragraphs 178 to 179 above—to at least some 

prospective investors after they expressed preliminary interest in participating in the Thompson 

Hunt Offering.    

216. Gavzie also regularly characterized the Thompson Hunt Offering as a “safe” 

investment during his oral solicitations of investors.   

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217. At no time did Gavzie inform potential investors in the Thompson Hunt Offering 

that Thompson Hunt had no history of generating any operating revenue. Nor did Gavzie tell 

investors that Thompson Hunt had been attempting to launch the GNMAG Bond—the supposed 

source for the promised, imminent 300% returns—for several years without success.  

218. The information described in paragraph 217 would have been evident from a review 

of Thompson Hunt’s basic financial information which was available to Gavzie.   

219. Gavzie therefore knew, or was reckless in not knowing, that an investment in 

Thompson Hunt Offering was risky and speculative and that his representations regarding the 

investment as “safe” was materially false or misleading.   

220. Gavzie generally provided prospective investors who agreed to invest in the 

Thompson Hunt Offering with a copy of the Funding Agreement for execution, conformed to 

reflect the investor’s particular commitment amount.  

221. The Funding Agreements that Gavzie provided prospective investors contained the 

misstatements detailed in paragraphs 164 to 173 above.  

222. The Funding Agreements Gavzie provided to prospective investors also contained 

the representation described in paragraph 165, above, which claimed that the purpose of the 

investors’ funding was for a “[c]ash injection to [Thompson Hunt] to maintain [Thompson Hunt’s] 

infrastructure and business enterprise.”  

223. In reality, 25% of the investors’ funds were directed to Growth Point, Artis, and/or 

Gavzie as commissions, and an additional 5% retained by Law Firm A, as the escrow agent, as 

Gavzie, Artis, Arnal and Vaughan knew or recklessly disregarded as the recipients (or payors) of 

these sales commissions. 

224. Upon receipt of an investor’s signed Funding Agreement, Vaughan countersigned 

each investor’s Funding Agreement on Thompson Hunt’s behalf.  

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225. Arnal notarized Vaughan’s signature on each executed Funding Agreement under his 

own name, not “Michael Cohen.”  

226. The Funding Agreement referenced Arnal only in his capacity as a notary and did 

not indicate that Arnal was Thompson Hunt’s Chairman or that he and “Michael Cohen” were one 

and the same.   

227. In total, between May 2021 and April 2023, Brookdale raised approximately 

$1,350,750 from approximately 30 investors on Thompson Hunt’s behalf through the Thompson 

Hunt Offering, the vast majority (if not all) of whom Gavzie solicited personally.   

228. Neither Brookdale nor Thompson Hunt took any steps to assess, in connection with 

the Thompson Hunt Offering, whether these investors—many of whom were senior citizens—were 

accredited investors.  

F. Thompson Hunt Misappropriates the Thompson Hunt Offering Proceeds 

229. Contrary to the representation in the Funding Agreement regarding the use of 

proceeds, most of the funds raised in the Thompson Hunt Offering were neither used to inject cash 

into Thompson Hunt nor to maintain its business or infrastructure.  

230. Rather, Thompson Hunt diverted funds and used them for purposes unrelated to 

Thompson Hunt’s business or the GNMAG Bond Offering, including, among others, to pay sales 

commissions, to pay the legal fees of Arnal’s friend, and to partially pay off promised returns owed 

to earlier Thompson Hunt Offering investors.  

231. Vaughan had signatory authority over Thompson Hunt’s bank account and 

authorized the dispersion of funds in the manner described below at the direction of Arnal. 

232. Of the approximately $1,350,750 Brookdale raised in the Thompson Hunt Offering, 

about $405,167 was either retained by Law Firm A as escrow agent ($67,480) or routed to Growth 

Point, Artis, and/or Gavzie as commissions ($337,687).  

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233. Arnal directed that Vaughan pay an additional, approximately $188,258 of funds 

raised from investors in the Thompson Hunt Offering to fund the legal defense of a friend of 

Arnal’s who faced federal criminal mail and wire fraud and money laundering charges in the District 

of Nebraska.  

234. In connection with that criminal proceeding, Vaughan admitted, and the District 

Court in Nebraska found, that investors recruited to participate in the Thompson Hunt Offering 

were not told that their monies would be used for that purpose. See United States v. Voight, No. 4:18-

CR-3143, 2022 WL 2342663, at *3 (D. Neb. June 29, 2022). 

235. Arnal and Vaughan also directed Thompson Hunt to use approximately $369,700 of 

the funds raised in the Thompson Hunt Offering to make Ponzi-like payments to earlier Thompson 

Hunt Offering investors.  

236. Arnal and Vaughan made these payments in consultation with Artis to mollify 

investors who had expressed discontent that the promised principal and interest payments had not 

been timely made.  

237. Artis told Vaughan which investors to make payments to out of the funds raised by 

the Thompson Hunt Offering, based primarily on which investors most loudly complained about 

the failure of the Thompson Hunt Offering to generate its promised returns. 

238. Having reviewed the Funding Agreement (and, as to Arnal and Vaughan, having 

approved and signed the Funding Agreement), Arnal, Vaughan and Artis knew or recklessly 

disregarded that the Funding Agreement represented to investors that their funds would be used to 

develop Thompson Hunt’s business.  

239. Arnal, Vaughan and Artis also knew or recklessly disregarded that the Funding 

Agreement claimed that any profits from the Thompson Hunt Offering would be paid out of 

proceeds Thompson Hunt earned from the sale, issuance, and management of the GNMAG Bond. 

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They thus knew, or recklessly disregarded, that Thompson Hunt’s use of new funds raised in the 

Thompson Hunt Offering to pay earlier investors was contrary to the Funding Agreement’s 

representations. 

240. In total, of the approximately $1,350,750 raised in the Thompson Hunt Offering, 

approximately $1 million was misappropriated in the manners described above.   

FIRST CLAIM FOR RELIEF 
Violations of Securities Act Section 17(a) 

(All Defendants) 
 

241. The Commission re-alleges and incorporates by reference here the allegations in 

paragraphs 1 through 240. 

242. Defendants, directly or indirectly, singly or in concert, in the offer or sale of 

securities and by the use of the means or instruments of transportation or communication in 

interstate commerce or the mails, (i) knowingly or recklessly have employed one or more devices, 

schemes or artifices to defraud, (ii) knowingly, recklessly, or negligently have obtained money or 

property by means of one or more untrue statements of a material fact or omissions of a material 

fact necessary in order to make the statements made, in light of the circumstances under which they 

were made, not misleading, and/or (iii) knowingly, recklessly, or negligently have engaged in one or 

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

deceit upon the purchaser. 

243. By reason of the foregoing, Defendants, directly or indirectly, singly or in concert, 

have violated and, unless enjoined, will again violate Securities Act Section 17(a) [15 U.S.C. § 77q(a)]. 

SECOND CLAIM FOR RELIEF 
Violations of Exchange Act Section 10(b) and Rule 10b-5 Thereunder 

(All Defendants) 
 

244. The Commission re-alleges and incorporates by reference here the allegations in 

paragraphs 1 through 240. 

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245. Defendants, directly or indirectly, singly or in concert, in connection with the 

purchase or sale of securities and by the use of means or instrumentalities of interstate commerce, or 

the mails, or the facilities of a national securities exchange, knowingly or recklessly have (i) employed 

one or more devices, schemes, or artifices to defraud, (ii) made one or more untrue statements of a 

material fact or omitted to state one or more material facts necessary in order to make the 

statements made, in light of the circumstances under which they were made, not misleading, and/or 

(iii) engaged in one or more acts, practices, or courses of business which operated or would operate 

as a fraud or deceit upon other persons. 

246. By reason of the foregoing, Defendants, directly or indirectly, singly or in concert, 

have violated and, unless enjoined, will again violate Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] 

and Rule 10b-5 [17 C.F.R. § 240.10b-5] thereunder. 

THIRD CLAIM FOR RELIEF 
Violations of Securities Act Sections 5(a) and 5(c)  

(Thompson Hunt, Arnal, Vaughan, Brookdale, Artis and Gavzie) 

247. The Commission re-alleges and incorporates by reference here the allegations in 

paragraphs 5 through 8 and 135 through 240. 

248. Thompson Hunt, Arnal, Vaughan, Brookdale, Artis and Gavzie, directly or 

indirectly, singly or in concert, (i) made use of means or instruments of transportation or 

communication in interstate commerce or of the mails to sell, through the use or medium of a 

prospectus or otherwise, securities as to which no registration statement was in effect; (ii) for the 

purpose of sale or for delivery after sale, carried or caused to be carried through the mails or in 

interstate commerce, by any means or instruments of transportation, securities as to which no 

registration statement was in effect; or (iii) made use of means or instruments of transportation or 

communication in interstate commerce or of the mails to offer to sell or offer to buy, through the 

use or medium of a prospectus or otherwise, securities as to which no registration statement had 

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been filed. 

249. By reason of the foregoing, Thompson Hunt, Arnal, Vaughan, Brookdale, Artis and 

Gavzie have violated and, unless enjoined, will again violate Securities Act Sections 5(a) and 5(c) [15 

U.S.C. §§ 77(e)(a) and 77(e)(c)]. 

FOURTH CLAIM FOR RELIEF 
Violations of Exchange Act 15(a) 

(Brookdale, Growth Point, Artis and Gavzie) 

250. The Commission re-alleges and incorporates by reference here the allegations in 

paragraphs 1 through 240. 

251. Brookdale, Growth Point, Artis and Gavzie, while not registered with the 

Commission as a broker or dealer or associated with a registered broker or dealer, made use of the 

mails or other means or instrumentality of interstate commerce to effect transactions in, or to induce 

or attempt to induce the purchase or sale of, securities other than exempted securities or commercial 

paper, bankers’ acceptances or commercial bills. 

252. By reason of the foregoing, Brookdale, Growth Point, Artis and Gavzie have, 

directly or indirectly, violated and, unless enjoined, will again violate Exchange Act Section 15(a) [15 

U.S.C. § 78o(a)]. 

FIFTH CLAIM FOR RELIEF 
Aiding and Abetting Violations of Securities Act Section 17(a)(2) 

(Arnal) 

253. The Commission re-alleges and incorporates by reference here the allegations in 

paragraphs 5 through 8 and 135 through 240. 

254. As alleged above, Vaughan violated Securities Act Section 17(a)(2) [15 U.S.C. § 

77q(a)(2)]. 

255. Arnal knowingly or recklessly provided substantial assistance to Vaughan with 

respect to Vaughan’s violations of Securities Act Section 17(a)(2) [15 U.S.C. § 77q(a)(2)]. 

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256. By reason of the foregoing, Arnal is liable pursuant to Securities Act Section 15(b) 

[15 U.S.C. § 77o(b)] for aiding and abetting Vaughan’s violations of Securities Act Section 17(a)(2) 

[15 U.S.C. § 77q(a)(2)] and, unless enjoined, Arnal will again aid and abet these violations. 

SIXTH CLAIM FOR RELIEF 
Aiding and Abetting Violations of Exchange Act Section 10(b) and Rule 10b-5(b) 

(Arnal) 
 

257. The Commission re-alleges and incorporates by reference here the allegations in 

paragraphs 5 through 8 and 135 through 240. 

258. As alleged above, Vaughan violated Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] 

and Rule 10b-5(b) thereunder [17 C.F.R. § 240.10b-5(b)]. 

259. Arnal knowingly or recklessly provided substantial assistance to Vaughan with 

respect to Vaughan’s violations of Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and Rule 10b-

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

260. By reason of the foregoing, Arnal is liable pursuant to Exchange Act Section 20(e) 

[15 U.S.C. § 78t(e)] for aiding and abetting Vaughan’s violations of Exchange Act Section 10(b) [15 

U.S.C. § 78j(b)] and Rule 10b-5(b) [17 C.F.R. § 240.10b-5(b)] thereunder and, unless enjoined, Arnal 

will again aid and abet these violations. 

SEVENTH CLAIM FOR RELIEF 
Aiding and Abetting Violations of Securities Act Section 17(a)(2) 

(Vaughan) 

261. The Commission re-alleges and incorporates by reference here the allegations in 

paragraphs 5 through 8 and 135 through 240. 

262. As alleged above, Arnal violated Securities Act Section 17(a)(2) [15 U.S.C. § 

77q(a)(2)]. 

263. Vaughan knowingly or recklessly provided substantial assistance to Arnal with 

respect to Arnal’s violations of Securities Act Section 17(a)(2) [15 U.S.C. § 77q(a)(2)]. 

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264. By reason of the foregoing, Vaughan is liable pursuant to Securities Act Section 

15(b) [15 U.S.C. § 77o(b)] for aiding and abetting Arnal’s violations of Securities Act Section 17(a)(2) 

[15 U.S.C. § 77q(a)(2)] and, unless enjoined, Vaughan will again aid and abet these violations. 

EIGHTH CLAIM FOR RELIEF 
Aiding and Abetting Violations of Exchange Act Section 10(b) and Rule 10b-5(b) 

(Vaughan) 

265. The Commission re-alleges and incorporates by reference here the allegations in 

paragraphs 5 through 8 and 135 through 240. 

266. As alleged above, Arnal violated Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and 

Rule 10b-5(b) thereunder [17 C.F.R. § 240.10b-5(b)]. 

267. Vaughan knowingly or recklessly provided substantial assistance to Arnal with 

respect to Arnal’s violations of Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5(b) 

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

268. By reason of the foregoing, Vaughan is liable pursuant to Exchange Act Section 

20(e) [15 U.S.C. § 78t(e)] for aiding and abetting Arnal’s violations of Exchange Act Section 10(b) 

[15 U.S.C. § 78j(b)] and Rule 10b-5(b) [17 C.F.R. § 240.10b-5(b)] thereunder and, unless enjoined, 

Vaughan will again aid and abet these violations. 

NINTH CLAIM FOR RELIEF 
Aiding and Abetting Violations of Securities Act Section 17(a)(2) 

(Gavzie) 
 

269. The Commission re-alleges and incorporates by reference here the allegations in 

paragraphs 1 through 240. 

270. As alleged above, Thompson Hunt, Arnal and Vaughan violated Securities Act 

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

271. Gavzie knowingly or recklessly provided substantial assistance to Thompson Hunt, 

Arnal, and Vaughan with respect to their violations of Securities Act Section 17(a)(2) [15 U.S.C. § 

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77q(a)(2)]. 

272. By reason of the foregoing, Gavzie is liable pursuant to Securities Act Section 15(b) 

[15 U.S.C. § 77o(b)] for aiding and abetting Thompson Hunt’s, Arnal’s and Vaughan’s violations of 

Securities Act Section 17(a)(2) [15 U.S.C. § 77q(a)(2)] and, unless enjoined, Gavzie will again aid and 

abet these violations. 

TENTH CLAIM FOR RELIEF 
Aiding and Abetting Violations of Exchange Act Section 10(b) and Rule 10b-5(b) 

(Gavzie) 

273. The Commission re-alleges and incorporates by reference here the allegations in 

paragraphs 1 through 240. 

274. As alleged above, Thompson Hunt, Arnal and Vaughan violated Exchange Act 

Section 10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5(b) [17 C.F.R. § 240.10b-5(b)] thereunder. 

275. Gavzie knowingly or recklessly provided substantial assistance to Thompson Hunt, 

Arnal, and Vaughan with respect to their violations of Exchange Act Section 10(b) [15 U.S.C. § 

78j(b)] and Rule 10b-5(b) [17 C.F.R. § 240.10b-5(b)] thereunder. 

276. By reason of the foregoing, Gavzie is liable pursuant to Exchange Act Section 20(e) 

[15 U.S.C. § 78t(e)] for aiding and abetting Thompson Hunt’s, Arnal’s and Vaughan’s violations of 

Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5(b) [17 C.F.R. § 240.10b-5(b)] 

thereunder and, unless enjoined, Gavzie will again aid and abet these violations. 

ELEVENTH CLAIM FOR RELIEF 
Aiding and Abetting Violations of Securities Act Section 17(a)(2) 

(Artis) 

277. The Commission re-alleges and incorporates by reference here the allegations in 

paragraphs 1 through 240. 

278. As alleged above, Thompson Hunt, Arnal, Vaughan and Gavzie violated Securities 

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

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279. Artis knowingly or recklessly provided substantial assistance to Thompson Hunt, 

Arnal, Vaughan and Gavzie with respect to their violations of Securities Act Section 17(a)(2) [15 

U.S.C. § 77q(a)(2)]. 

280. By reason of the foregoing, Artis is liable pursuant to Securities Act Section 15(b) [15 

U.S.C. § 77o(b)] for aiding and abetting Thompson Hunt’s, Arnal’s, Vaughan’s and Gavzie’s 

violations of Securities Act Section 17(a)(2) [15 U.S.C. § 77q(a)(2)] and, unless enjoined, Artis will 

again aid and abet these violations. 

TWELFTH CLAIM FOR RELIEF 
Aiding and Abetting Violations of Exchange Act Section 10(b) and Rule 10b-5(b) 

(Artis) 

281. The Commission re-alleges and incorporates by reference here the allegations in 

paragraphs 1 through 240. 

282. As alleged above, Thompson Hunt, Arnal, Vaughan and Gavzie violated Exchange 

Act Section 10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5(b) [17 C.F.R. § 240.10b-5(b)] thereunder. 

283. Artis knowingly or recklessly provided substantial assistance to Thompson Hunt, 

Arnal, Vaughan and Gavzie with respect to their violations of Exchange Act Section 10(b) [15 

U.S.C. § 78j(b)] and Rule 10b-5(b) [17 C.F.R. § 240.10b-5(b)] thereunder. 

284. By reason of the foregoing, Artis is liable pursuant to Exchange Act Section 20(e) [15 

U.S.C. § 78t(e)] for aiding and abetting Thompson Hunt’s, Arnal’s, Vaughan’s and Gavzie’s 

violations of Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5(b) [17 C.F.R. § 

240.10b-5(b)] thereunder and, unless enjoined, Artis will again aid and abet these violations. 

THIRTEENTH CLAIM FOR RELIEF 
Control Person Liability under Section 20(a) of the Exchange Act 

(Artis) 

285. The Commission re-alleges and incorporates by reference here the allegations in 

paragraphs 1 through 240. 

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286. As alleged above, Defendants Brookdale and Growth Point violated Exchange Act 

Section 10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5] by, among 

other things, making material misrepresentations and omissions and employing deceptive devices to 

induce the sale of securities in Thompson Hunt and other microcap issuers.   

287. At all relevant times, as the sole owner and President of Brookdale and Growth 

Point, Artis participated in, and exercised control over, the operations of Brookdale and Growth 

Point, and also possessed the power and ability to control the acts constituting Brookdale’s and 

Growth Point’s violations of the securities laws alleged herein. 

288. Artis was a culpable participant in Brookdale’s and Growth Point’s violations of 

Section 10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5]. 

289. By reason of the foregoing, Artis, pursuant to Section 20(a) of the Exchange Act [15 

U.S.C. § 78t(a)], is jointly and severally liable with, and to the same extent as Brookdale and Growth 

Point for their violations of Section 10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. 

§ 240.10b-5]. 

PRAYER FOR RELIEF 

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

Judgment:  

I. 

Permanently enjoining Defendants and their agents, servants, employees and attorneys and 

all persons in active concert or participation with any of them from violating, directly or indirectly, 

Securities Act Section 17(a) [15 U.S.C. § 77q(a)], Exchange Act Section 10(b) [15 U.S.C. § 78j(b)], 

and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5]; 

II. 

Permanently enjoining Defendants Thompson Hunt, Arnal, Vaughan, Brookdale, Artis and 

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Gavzie and their agents, servants, employees and attorneys and all persons in active concert or 

participation with any of them from violating, directly or indirectly, Securities Act Sections 5(a) and 

5(c) [15 U.S.C. §§ 77(e)(a) and 77(e)(c)]; 

III. 

Permanently enjoining Defendants Brookdale, Growth Point, Artis and Gavzie and their 

agents, servants, employees and attorneys and all persons in active concert or participation with any 

of them from violating, directly or indirectly, Exchange Act Section 15(a) [15 U.S.C. § 78o(a)]; 

IV. 

Ordering Defendants Thompson Hunt, Arnal, Brookdale, Growth Point, Artis and Gavzie 

to disgorge all ill-gotten gains they received directly or indirectly, with prejudgment interest thereon, 

as a result of the alleged violations, pursuant Exchange Act Sections 21(d)(3), 21(d)(5), and 21(d)(7) 

[15 U.S.C. §§ 78u(d)(3), 78u(d)(5) and 78u(d)(7)]; 

V. 

Ordering Defendants to pay civil money penalties under Securities Act Section 20(d) [15 

U.S.C. § 77t(d)] and Exchange Act Section 21(d)(3) [15 U.S.C. § 78u(d)(3)];  

VI. 

Permanently prohibiting Defendants Artis and Gavzie from participating in any offering of a 

penny stock, including engaging in activities with a broker, dealer, or issuer for purposes of issuing, 

trading, or inducing or attempting to induce the purchase or sale of any penny stock, under 

Securities Act Section 20(g) [15 U.S.C. § 77t(g)] and Exchange Act Section 21(d)(6) [15 U.S.C. § 

78u(d)(6)];  

VII. 

 Permanently prohibiting Defendants Artis, Arnal and Vaughan from serving as an officer or 

director of any company that has a class of securities registered under Exchange Act Section 12 [15 

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U.S.C. § 78l] or that is required to file reports under Exchange Act Section 15(d) [15 U.S.C. § 

78o(d)], pursuant to Securities Act Section 20(e) [15 U.S.C. § 77t(e)] and Exchange Act Section 

21(d)(2) [15 U.S.C. § 78u(d)(2)]; and  

VIII. 

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

JURY DEMAND 

 The Commission demands a trial by jury.  

 
Dated: New York, New York 

August 8, 2024 

/s/ Antonia M. Apps____________________________ 
 ANTONIA M. APPS  

REGIONAL DIRECTOR  
Tejal D. Shah 
Sandeep Satwalekar 
Jacob David Zetlin-Jones 
William Conway 
Nicholas Karasimas 
Attorneys for Plaintiff 
SECURITIES AND EXCHANGE COMMISSION 
New York Regional Office 
100 Pearl Street  
Suite 20-100 
New York, NY 10004-2616 
(212) 336-0978 (Zetlin-Jones) 
[email protected]  
 
 

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