SEC v. Robert Tye Cournoyer; Green Equity Group, LLC; and RS Group Holdings, LLC, No. 1:24-cv-01304, District of Colorado (May 10, 2024) — Complaint

 
 
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UNITED STATES DISTRICT COURT 
DISTRICT OF COLORADO 
 
Case No. 24-cv-01304 
 
SECURITIES AND EXCHANGE COMMISSION, 
 
Plaintiff, 
 
v. 
 
ROBERT TYE COURNOYER 
GREEN EQUITY GROUP, LLC 
RS GROUP HOLDINGS, LLC 
 
Defendants. 
 
 
COMPLAINT AND JURY TRIAL DEMAND 
 
 
Plaintiff Securities and Exchange Commission (the “SEC”), for its Complaint against 
Robert Tye Cournoyer (“Cournoyer”), Green Equity Group, LLC (“Green Equity”), and RS 
Group Holdings, LLC (“RS Group”) (collectively, “Defendants”), alleges as follows: 
SUMMARY OF ALLEGATIONS 
 
1. Cournoyer, acting through entities he controlled, Green Equity and RS Group, 
raised over $1.2 million from dozens of investors and, contrary to his promises to those investors, 
misappropriated at least $755,000 of that money. Except for one $5000 payment, the investors 
have never been repaid. 
2. Cournoyer, who was the sole manager of Green Equity and RS Group, committed 
to  investors that he would invest their money in various projects, including a bottling plant, hemp 
and CBD products, and hand sanitizer production. However, Cournoyer used a large portion of 
investor funds for personal expenses, including gambling, rent, a  nd luxury purchases such as 
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designer watches and clothing, and also made substantial cash withdrawals of investor funds. 
3. Cournoyer, through Green Equity offering and marketing documents provided to 
investors, made other false and misleading statements claiming that he graduated from law 
school from the University of Florida when he had not and touting his industry experience 
without informing investors that the SEC previously charged him with fraud and a court 
sanctioned him for that conduct.  
4. Cournoyer also told investors that Green Equity was operating when it had been 
defunct since 2019. 
5. As a result of the conduct described herein, the Defendants violated and, unless 
restrained and enjoined, will continue to violate Section 17(a) of the Securities Act of 1933 
(“Securities Act”) [15 U.S.C. § 77q(a)]; and Section 10(b) of the Securities Exchange Act of 
1934 (“Exchange Act”) [15 U.S.C. §   78j(b)] and Rule 10b-5   thereunder [17 C.F.R. §   240.10b-5]. 
6. The SEC seeks, against all Defendants, (i) permanent injunctions; (ii) 
disgorgement of all ill-gotten gains from the unlawful activity set forth in this Complaint under 
Sections 21(d)(3), (5), and (7) of the Exchange Act [15 U.S.C.§ 78(d)(3), (5), and (7)] together 
with prejudgment interest; (iii) civil penalties under Section 20(d) of the Securities Act [15 
U.S.C. § 77t(d)] and Section 21(d)(3) of the Exchange Act [15 U.S.C. § 78u(d)(3)]; and, with 
respect to Cournoyer, (iv) an order barring him from serving as an officer or director of a public 
company pursuant to Section 20(e) of the Securities Act [15 U.S.C. § 77t(e)] and Section 21(d) 
of the Exchange Act [15 U.S.C. § 78u(d)(2)]; and (v) an injunction prohibiting him from 
participating in the issuance, purchase, offer or sale of any security in an unregistered offering 
by an issuer pursuant to Section 20(b) of the Securities Act [15 U.S.C. § 77t(b)] and Sections 
21(d)(1) and 21(d)(5) of the Exchange Act [15 U.S.C. § 78u(d)(1)-(5)]. 
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DEFENDANTS 
 
7. Robert Tye Cournoyer, age 56, is the sole managing member of Green 
Equity and RS Group. From approximately May 2018 to May 2020, Cournoyer resided in 
Dallas, Texas, and from approximately May 2020 to May 2023 in Southlake, Texas. 
Cournoyer’s last known residential address, as of December 2023, was in Arlington, Texas. 
In 2004, Cournoyer was enjoined from violating certain provisions of the federal securities 
laws and from participating in any offering of penny stock, SEC v. GetAnswers, Inc. No. 03-
cv-20048 (S.D. Fla., filed Jan. 2003), and the SEC barred Cournoyer from association with 
any broker or dealer, In the Matter of Robert Cournoyer, Exchange Act Release No. 34-
49720 (May 18, 2004) (Order). Cournoyer filed bankruptcy in September 2022. Cournoyer 
failed to respond to valid subpoenas issued by the SEC seeking information relevant to the 
SEC investigation that led to this civil action. 
8. Green Equity Group, LLC is a Colorado limited liability company (“LLC”) 
formed in November 2017 with principal places of business in Walsenburg, Colorado and 
Dallas, Texas. Green Equity stopped operations in 2019. Green Equity failed to respond to a 
valid subpoena issued by the SEC seeking information relevant to this matter. 
9. RS Group Holdings, LLC is a Nevada LLC formed in July 2018 with a 
principal place of business in Dallas, Texas. RS Group ceased operations in 2020. RS Group 
failed to respond to a valid subpoena issued by the SEC seeking information relevant to this 
matter.  
JURISDICTION AND VENUE 
 
10. The Court has jurisdiction over this action pursuant to Sections 20(b), 20(d), and 
22(a) of the Securities Act [15 U.S.C. §§ 77t(b), 77t(d), and 77v(a)] and Sections 21(d), 21(e), 
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and 27(a) of the Exchange Act [15 U.S.C. §§ 78u(d), 78u(e), and 78aa(a)]. 
11. Venue lies in this Court pursuant to Section 22(a) of the Securities Act [15 U.S.C. 
 
§ 77v(a)], Section 27(a) of the Exchange Act [15 U.S.C. § 78aa(a)], and 28 U.S.C. § 1391(b). 
Green Equity is a Colorado limited liability company that conducted business in this district, 
including soliciting investor funds for a bottling facility located in Walsenburg, Colorado. 
12. Each Defendant entered into a tolling agreement to toll the running of any statute of 
limitations against them from December 6, 2023 through March 5, 2024. 
FACTS 
I. Background 
 
13. Cournoyer formed Green Equity in November 2017 to capitalize on 
opportunities in the hemp industry. 
14. Soon after, Cournoyer partnered with a Colorado-based hemp business (the 
“Colorado Business”), which agreed to find hemp-related opportunities that Cournoyer, 
acting through Green Equity, would fund by finding and soliciting investors.   
15. In October 2018, the Colorado Business acquired an inoperative bottling 
facility (the “Bottling Plant”), with the intent to retrofit the plant into a bottling facility for 
CBD-infused products, which would be funded by Green Equity investors. Although Green 
Equity helped fund the purchase of the Bottling Plant in 2018, the facility was (and still is) 
owned by the Colorado Business.  
16. After some initial efforts to get the plant up and running, Green Equity and the 
Colorado Business abandoned the Bottling Plant project in 2019, and the facility was never 
made operational.     
 
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II. Green Equity and RS Group Raised Money From Investors. 
 
17. Between March 1, 2019 and February 2, 2022, Cournoyer, through Green 
Equity and RS Group, raised approximately $1,277,000 from approximately 38 investors via 
investment contracts and notes, both of which are “securities” under the Securities Act and 
the Exchange Act. 
18. Cournoyer was the sole manager of Green Equity and RS Group between 
2019 and 2022, and also was the sole signatory on the bank accounts into which Green 
Equity and RS Group investors’ funds were deposited. Investors were entirely reliant on 
Green Equity’s efforts to generate returns. Cournoyer, not the Green Equity investors, had 
control over Green Equity. 
19. Between at least January 2019 and July 2020, Green Equity offered and sold 
securities in the form of “membership units” (or portions of units) in Green Equity, including 
“Founder Unit[s],” “Common Unit[s],” and “C unit[s],” which were convertible to shares of 
common stock in a future public entity. Green Equity stated that it would use the funds for a 
variety of projects, including the Bottling Plant, a CBD-extraction facility, and hemp biomass 
purchases. 
20. Investors made an investment of money in exchange for the Green Equity 
membership units.  
21. In subscription agreements signed by Cournoyer on behalf of Green Equity, at 
least some investors were directed to make payments to an RS Group bank account for their 
Green Equity investments. Green Equity investors’ funds were pooled in Green Equity (and 
RS Group) bank accounts and their fortunes were collectively linked to Green Equity’s 
efforts and expertise with respect to the opportunities they presented, including the Bottling 
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Plant. 
22. In addition to the funds RS Group received from Green Equity investors, 
between at least December 2019 and February 2020, RS Group offered and sold to at least 
six investors “Cash Forward Contracts,” which purported to sell an interest in a certain 
number of acres of hemp biomass, which RS Group promised to process and sell and to then 
repay the investor principal along with 100% interest.  
23. Investors made an investment of money in exchange for an interest in returns 
generated from the processed hemp biomass. 
24. Investor funds were pooled together by RS Group and Cournoyer. 
25. RS Group investors relied solely on RS Group’s efforts and expertise to 
generate profits.  
26. RS Group’s cash forward contracts were debt instruments through which RS 
Group investors reasonably expected a significant profit (i.e., 100% interest) based solely on 
RS Group’s efforts.  
III. The Defendants Engaged in Fraudulent and Deceptive Acts by Misappropriating 
Investor Money for Personal Use. 
 
27. Rather than using investor funds as promised (i.e., for corporate projects), the 
Defendants misappropriated investor funds for Cournoyer’s personal use. 
28. Green Equity and RS Group received approximately $1,277,000 in investor 
funds between March 1, 2019 and February 2, 2022. Of this amount, Cournoyer 
misappropriated at least $755,000, using investor money for personal expenses, including 
gambling, rent for his personal residence, and luxury purchases such as designer watches and 
clothing, and also making substantial cash withdrawals of investor funds. Additionally, 
Cournoyer transferred some of the $755,000 of investor money to another entity he controls 
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and used those funds on similar personal expenses.   
29. Cournoyer was gambling full time starting in 2019 or 2020. 
30. In many instances, cash withdrawals, gambling, residential lease payments, 
and luxury purchases happened in very close proximity to (and sometimes on the same day 
as) investor deposits. 
31. On multiple occasions, investor funds were deposited into bank accounts with 
a near-zero balance and then spent, in the same month, on the personal expenses listed above. 
For example, on June 1, 2019, a Green Equity bank account had a balance of $501.37. The 
bank account received at least $90,000 in investor deposits that month, which Cournoyer 
spent, for example, at the Mirage and the Bellagio in Las Vegas, Panerai luxury boutique in 
Las Vegas, Hugo Boss in Dallas, and for his personal residence’s lease payment and personal 
credit card payments. On June 30, 2019, the account had an ending balance of $8,955.12.  
32. At all relevant times, Cournoyer was the sole signatory on the bank accounts 
into which Green Equity and RS Group investors funds were deposited. He also was the sole 
manager of these entities.   
33. While Cournoyer was misappropriating investor money, he did not have a 
personal bank account. 
34. Cournoyer knew or was reckless in not knowing, and should have known, that 
he was deceiving investors by falsely representing that he would use their funds for 
“corporate endeavors,” as described below, when, in fact, he intended to use a significant 
portion of those funds on personal expenses. Cournoyer’s intent is evidenced by, among other 
things, the instances in which he spent investor funds on personal expenses soon after their 
deposit. 
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35. Cournoyer’s scienter may be imputed to Green Equity and RS Group because 
he was their sole manager. 
36. The amounts misappropriated were material because a reasonable investor 
views the use of their money as important to an investment decision and here, investors 
understood that their funds would be used for business ventures, as represented by Cournoyer, 
and not for personal expenses.  
IV. The Defendants Made False and Misleading Statements. 
 
A. Defendants made False and Misleading Statements about the Use of Investor 
Funds. 
 
37. Cournoyer, through Green Equity and RS Group, told investors that their funds 
would be spent on corporate projects. These statements were false and misleading because, as 
alleged above, the Defendants instead misappropriated a significant portion of investor funds.  
38. Specifically, with respect to the use of proceeds raised from selling Green Equity’s 
“C units,” at least two 2020 Green Equity subscription agreements stated: “The company will use 
proceeds of this purchase for the benefit of expanding the bottling plant, [and] for general 
expenses for corporate endeavors. In addition, if necessary, proceeds will be used to pay for 
expenses incurred for corporate operations.”  
39. Similarly, a 2019 Green Equity investor presentation, which Cournoyer sent to at 
least one investor, stated that the “Founders Units” and “Common Units” were used for similar 
purposes – to purchase a 127-acre Colorado property with the Bottling Plant on site, “pursue a 
public entity,” and “secure . . . biomass.” 
40. RS Group’s cash forward contracts offered and sold between at least December 
2019 and February 2020 sold an interest in “[a]cres of hemp biomass” and promised to repay 
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investors their “principal amount . . .  with an interest of 100%” after RS Group processed and 
sold the hemp biomass. 
41. Cournoyer represented to at least one RS Group investor that funds raised through 
these contracts would be the seed money he needed to enter into agreements with farmers in 
Montana to grow hemp. 
42. These statements about the use of investor funds were false and misleading. As 
alleged above, between at least March 1, 2019 and February 2, 2022, instead of using investor 
funds as described, the Defendants misappropriated a significant portion of investor funds for 
Cournoyer’s personal expenses. 
43. Cournoyer knew or was reckless in not knowing, and should have known, that 
his statements concerning the intended use of investor funds were false and misleading at the 
time they were made to investors and potential investors because he was the entities’ sole 
manager and, as the sole signatory on their bank accounts, had knowledge about the use of 
investor funds. 
44. Cournoyer signed the Green Equity subscription agreements and the RS Group 
cash forward contracts on each entity’s behalf and transmitted them to investors using a Green 
Equity email address. 
45. Cournoyer’s scienter may be imputed to Green Equity and RS Group because 
he was their sole manager. 
46. The statements about the use of investor funds were material to investors because 
reasonable investors would consider it important that the Defendants did not use their funds on 
the Bottling Plant and/or other CBD-adjacent projects but, instead, used a significant portion of 
their funds for personal use. 
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B. Cournoyer and Green Equity made False and Misleading Statements About 
Green Equity’s Business. 
 
47. Despite the Bottling Plant project being abandoned in 2019 and never 
becoming operational and Green Equity not conducting any business activities since 2019, 
Cournoyer, through Green Equity, continued to lull investors and solicit investments by 
making false and misleading statements about Green Equity’s business activities after 2019. 
48. Specifically, between at least January 2019 and July 2020, Cournoyer, through 
Green Equity, sold securities in the form of membership units via Green Equity subscription 
agreements that Cournoyer signed and sent to investors claiming to use those funds “for the 
benefit of expanding the bottling plant, [and] for general expenses for corporate endeavors.” 
49. Further, in April 2020, Cournoyer emailed potential investors and wrote that 
additional funds were needed to “get our facility up and running,” which would temporarily 
“produc[e] high grade hand sanitizer” in light of the Coronavirus pandemic and from which 
investors would “see revenues almost immediately[.]” 
50. In January 2021, Cournoyer claimed to one investor in an email that “sanitizer 
production [was] underway” at the Bottling Plant and that he was working to partner with 
casinos to sell hand sanitizer and provide CBD coffee. 
51. These statements about Green Equity’s ongoing business activities were false 
and misleading because it had not conducted any business since 2019.  
52. Cournoyer knew or was reckless in not knowing, and should have known, that 
his statements concerning Green Equity’s business activities were false and misleading at the 
time they were made to investors and potential investors because he had not worked with the 
Colorado Business on the Bottling Plant project since 2019. 
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53. Cournoyer’s scienter may be imputed to Green Equity because he was its sole 
manager. 
54. The statements about Green Equity’s business activities were material to 
investors because reasonable investors who were considering investments in Green Equity 
after 2019 would consider it important that Green Equity had not conducted any business 
since 2019. 
C. Cournoyer and Green Equity made False and Misleading Statements 
Regarding Cournoyer’s Background. 
 
55. Cournoyer and Green Equity also made false and misleading statements to 
investors regarding Cournoyer’s educational background and industry experience. 
56. The 2019 Green Equity investor presentation that Cournoyer emailed to at least 
one investor in June 2019 claimed that Cournoyer obtained a Juris Doctor degree from the 
University of Florida.
 
 
57. This statement regarding Cournoyer’s legal education was false because 
Cournoyer did not have a Juris Doctor degree from the University of Florida.   
58. The 2019 presentation also stated that Cournoyer had “over twenty-five years 
of experience in private equity,” including on Wall Street, as well as Series 3, 7, and 63 
licenses. 
59. These statements regarding Cournoyer’ experience were false and misleading 
because the 2019 presentation omitted the material facts that he was previously barred by the 
SEC and enjoined by a federal court in connection with violations of federal securities laws.  
60. Cournoyer knew or was reckless in not knowing, and should have known, that his 
statements concerning his education and industry experience were false and misleading because 
he knew that he did not obtain a law degree from the University of Florida and he also knew his 
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disciplinary history. 
61. The statements about Cournoyer’s education and industry experience were 
material to investors because reasonable investors would consider it important that 
Cournoyer had not obtained a law degree from the University of Florida and that he had 
previously been enjoined by a court and sued and barred by the SEC for violations of 
federal securities laws.  
V. Green Equity and RS Group Offered and Sold Securities. 
62. Section 2(a)(1) of the Securities Act and Section 3(a)(10) of the Exchange Act 
define “security” as including “any note, stock” and “investment contract[.]” An investment 
contract involves: (i) an investment of money, (ii) in a common enterprise, (iii) with an 
expectation of profits derived from the efforts of others. 
A. Green Equity Membership Units Are Securities. 
63. Green Equity membership units are investment contracts because: (i) investors 
made an investment of money in exchange for the units; (ii) Green Equity investors’ funds were 
pooled in Green Equity (and RS Group) bank accounts and their fortunes were collectively 
linked to Green Equity’s efforts and expertise with respect to the opportunities they presented, 
including the Bottling Plant; and (iii) investors were entirely reliant on Green Equity’s efforts to 
generate returns. 
B. RS Group’s Cash Forward Contracts Are Securities. 
64. RS Group’s cash forward contracts are investment contracts because: 
(i) investors made an investment of money in exchange for an interest in returns generated from 
processed hemp biomass; (ii) investor funds were pooled together to allow RS Group to enter 
into the relevant hemp biomass agreements with Montana farmers; and (iii) investors relied 
solely on RS Group’s efforts and expertise with respect to the purported purchase, processing, 
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and sale of the hemp biomass. 
65. RS Group’s cash forward contracts are also notes because the parties understood 
them to be debt instruments through which RS Group investors reasonably expected a 
significant profit (i.e., 100% interest) based solely on RS Group’s efforts. 
VI. The Defendants’ Conduct was in the Offer or Sale, and in Connection with the 
Purchase or Sale, of Securities, and Done Using Interstate Commerce. 
 
66. The misstatements alleged herein were made by the Defendants and 
disseminated to induce investors to buy the securities alleged above. 
67. Further, the misstatements described above were made in written communications 
soliciting investments and contained in agreements, emails, and investor presentations provided to 
investors in connection with their investments. 
68. As such, Defendants’ conduct, including their material misstatements and 
Cournoyer’s deceptive conduct, were in the offer or sale of securities as defined in Section 
2(a)(1) of the Securities Act and in connection with the purchase or sale of securities as defined 
in Section 3(a)(10) of the Exchange Act. 
69. In connection with the conduct alleged in this Complaint, Defendants, directly or 
indirectly, singly or in concert with others, made use of the means or instruments of 
transportation or communication in interstate commerce, the means or instrumentalities of 
interstate commerce, or of the mails, including soliciting investors by providing documents 
containing false and misleading statements via email, and obtaining funds from those investors 
through interstate commerce. 
 
 
 
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FIRST CLAIM FOR RELIEF 
Fraud—Violation of Section 10(b) of the Exchange Act  
and Rule 10b-5 thereunder 
[15 U.S.C. § 78j(b) and 17 C.F.R. § 240.10b-5] 
(Against All Defendants) 
 
70. The SEC realleges and incorporates by reference paragraphs 1  to 69, as though 
fully set forth herein. 
71. By engaging in the conduct described above, Defendants, directly or indirectly, 
in connection with the purchase or sale of a security, and by the use of means or 
instrumentalities of interstate commerce, of the mails, or of the facilities of a national securities 
exchange, knowingly or severely recklessly: employed devices, schemes, or artifices to 
defraud; made untrue statements of a material fact or omitted to state a material fact necessary 
in order to make the statements made, in the light of the circumstances under which they were 
made, not misleading; and engaged in acts, practices, or courses of business which operated or 
would operate as a    fraud or deceit upon any person. 
72. By virtue of the foregoing, Defendants violated and, unless restrained and 
enjoined, will again violate Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rule 
10b-5 thereunder [17 C.F.R. § 240.10b-5]. 
SECOND CLAIM FOR RELIEF 
Fraud—Violation of Section 17(a) of the Securities Act  
[15 U.S.C. § 77q(a)] 
(Against All Defendants) 
 
73. The SEC realleges and incorporates by reference paragraphs 1  to 72 as though 
fully set forth herein. 
74. By engaging in the conduct alleged above, Defendants, directly or indirectly, in 
the offer or sale of securities by the use of means or instruments of transportation or 
communication in interstate commerce or by use of the mails: employed devices, schemes, or 
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artifices to defraud; obtained money or property by means of untrue statements of a material fact 
or by omitting to state a material fact necessary in order to make the statements made, in light of 
the circumstances under which they were made, not misleading; and engaged in transactions, 
practices, or courses of business which operated or would operate as a fraud or deceit upon the 
purchaser. 
75. With regard to violations of Section 17(a)(1), Defendants engaged in the conduct 
intentionally, knowingly, or with severe recklessness. With regard to violations of the Sections 
17(a)(2) and 17(a)(3), Defendants acted at least negligently. 
76. By virtue of the foregoing, Defendants violated and, unless restrained and 
enjoined, will again violate Section 17(a) of the Securities Act [15 U.S.C. § 77q(a)].  
RELIEF SOUGHT 
 
WHEREFORE, the SEC respectfully requests that this Court: 
 
I. 
 
Find that the Defendants committed the violations alleged in this Complaint; 
 
II. 
 
Enter an injunction, in a    form consistent with Rule 65(d) of the Federal Rules of Civil 
Procedure, permanently restraining and enjoining the Defendants from violating, directly or 
indirectly, the laws and rules they are alleged to have violated in this Complaint; 
III. 
 
Order that the Defendants disgorge any and all ill-gotten gains, together with pre- 
judgment interest, derived from the improper conduct set forth in this Complaint; 
IV. 
 
Order that the Defendants pay civil penalties pursuant to Section 20(d) of the Securities 
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Act [15 U.S.C. § 77t(d)] and Section 21(d)(3) of the Exchange Act [15 U.S.C. § 78u(d)(3)] in 
an amount to be determined by the Court, plus post-judgment interest; 
V. 
 
Order that Cournoyer be prohibited from acting as an officer or director of a public 
company pursuant to Section 20(e) of the Securities Act [15 U.S.C. § 77t(e)] and Section 21(d) 
of the Exchange Act [15 U.S.C. § 78u(d)(2)];  
VI. 
Enter an injunction permanently restraining and enjoining Cournoyer from directly or 
indirectly, including, but not limited to, through any entity owned or controlled by him, 
participating in the issuance, purchase, offer, or sale of any security in an unregistered offering 
by an issuer, provided, however, that such injunction would not prevent him from purchasing or 
selling securities for his own personal account; and 
VII. 
 
Grant such other relief as this Court may deem just or appropriate. 
 
JURY DEMAND 
 
The SEC demands a trial by jury on all claims so triable. 
  
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Dated: May 10, 2024. 
 
      Respectfully submitted, 
 
 s/ Jodanna Haskins  
Jodanna Haskins 
Attorney for Plaintiff 
UNITED STATES SECURITIES AND 
EXCHANGE COMMISSION 
1961 Stout Street 
Suite 1700 
Denver, CO 80294 
[email protected] 
(303) 844-1000 
 
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UNITED STATES DISTRICT COURT 
DISTRICT OF COLORADO 

 
Case No. 24-cv-01304 

 
SECURITIES AND EXCHANGE COMMISSION, 

 
Plaintiff, 

 
v. 

 
ROBERT TYE COURNOYER 
GREEN EQUITY GROUP, LLC 
RS GROUP HOLDINGS, LLC 

 
Defendants. 

 
 

COMPLAINT AND JURY TRIAL DEMAND 
 
 

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

Robert Tye Cournoyer (“Cournoyer”), Green Equity Group, LLC (“Green Equity”), and RS 

Group Holdings, LLC (“RS Group”) (collectively, “Defendants”), alleges as follows: 

SUMMARY OF ALLEGATIONS 
 

1. Cournoyer, acting through entities he controlled, Green Equity and RS Group, 

raised over $1.2 million from dozens of investors and, contrary to his promises to those investors, 

misappropriated at least $755,000 of that money. Except for one $5000 payment, the investors 

have never been repaid. 

2. Cournoyer, who was the sole manager of Green Equity and RS Group, committed 

to investors that he would invest their money in various projects, including a bottling plant, hemp 

and CBD products, and hand sanitizer production. However, Cournoyer used a large portion of 

investor funds for personal expenses, including gambling, rent, and luxury purchases such as 

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designer watches and clothing, and also made substantial cash withdrawals of investor funds. 

3. Cournoyer, through Green Equity offering and marketing documents provided to 

investors, made other false and misleading statements claiming that he graduated from law 

school from the University of Florida when he had not and touting his industry experience 

without informing investors that the SEC previously charged him with fraud and a court 

sanctioned him for that conduct.  

4. Cournoyer also told investors that Green Equity was operating when it had been 

defunct since 2019. 

5. As a result of the conduct described herein, the Defendants violated and, unless 

restrained and enjoined, will continue to violate Section 17(a) of the Securities Act of 1933 

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

1934 (“Exchange Act”) [15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5]. 

6. The SEC seeks, against all Defendants, (i) permanent injunctions; (ii) 

disgorgement of all ill-gotten gains from the unlawful activity set forth in this Complaint under 

Sections 21(d)(3), (5), and (7) of the Exchange Act [15 U.S.C.§ 78(d)(3), (5), and (7)] together 

with prejudgment interest; (iii) civil penalties under Section 20(d) of the Securities Act [15 

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

respect to Cournoyer, (iv) an order barring him from serving as an officer or director of a public 

company pursuant to Section 20(e) of the Securities Act [15 U.S.C. § 77t(e)] and Section 21(d) 

of the Exchange Act [15 U.S.C. § 78u(d)(2)]; and (v) an injunction prohibiting him from 

participating in the issuance, purchase, offer or sale of any security in an unregistered offering 

by an issuer pursuant to Section 20(b) of the Securities Act [15 U.S.C. § 77t(b)] and Sections 

21(d)(1) and 21(d)(5) of the Exchange Act [15 U.S.C. § 78u(d)(1)-(5)]. 

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DEFENDANTS 
 

7. Robert Tye Cournoyer, age 56, is the sole managing member of Green 

Equity and RS Group. From approximately May 2018 to May 2020, Cournoyer resided in 

Dallas, Texas, and from approximately May 2020 to May 2023 in Southlake, Texas. 

Cournoyer’s last known residential address, as of December 2023, was in Arlington, Texas. 

In 2004, Cournoyer was enjoined from violating certain provisions of the federal securities 

laws and from participating in any offering of penny stock, SEC v. GetAnswers, Inc. No. 03-

cv-20048 (S.D. Fla., filed Jan. 2003), and the SEC barred Cournoyer from association with 

any broker or dealer, In the Matter of Robert Cournoyer, Exchange Act Release No. 34-

49720 (May 18, 2004) (Order). Cournoyer filed bankruptcy in September 2022. Cournoyer 

failed to respond to valid subpoenas issued by the SEC seeking information relevant to the 

SEC investigation that led to this civil action. 

8. Green Equity Group, LLC is a Colorado limited liability company (“LLC”) 

formed in November 2017 with principal places of business in Walsenburg, Colorado and 

Dallas, Texas. Green Equity stopped operations in 2019. Green Equity failed to respond to a 

valid subpoena issued by the SEC seeking information relevant to this matter. 

9. RS Group Holdings, LLC is a Nevada LLC formed in July 2018 with a 

principal place of business in Dallas, Texas. RS Group ceased operations in 2020. RS Group 

failed to respond to a valid subpoena issued by the SEC seeking information relevant to this 

matter.  

JURISDICTION AND VENUE 
 

10. The Court has jurisdiction over this action pursuant to Sections 20(b), 20(d), and 

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

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and 27(a) of the Exchange Act [15 U.S.C. §§ 78u(d), 78u(e), and 78aa(a)]. 

11. Venue lies in this Court pursuant to Section 22(a) of the Securities Act [15 U.S.C. 
 

§ 77v(a)], Section 27(a) of the Exchange Act [15 U.S.C. § 78aa(a)], and 28 U.S.C. § 1391(b). 

Green Equity is a Colorado limited liability company that conducted business in this district, 

including soliciting investor funds for a bottling facility located in Walsenburg, Colorado. 

12. Each Defendant entered into a tolling agreement to toll the running of any statute of 

limitations against them from December 6, 2023 through March 5, 2024. 

FACTS 

I. Background 
 

13. Cournoyer formed Green Equity in November 2017 to capitalize on 

opportunities in the hemp industry. 

14. Soon after, Cournoyer partnered with a Colorado-based hemp business (the 

“Colorado Business”), which agreed to find hemp-related opportunities that Cournoyer, 

acting through Green Equity, would fund by finding and soliciting investors.   

15. In October 2018, the Colorado Business acquired an inoperative bottling 

facility (the “Bottling Plant”), with the intent to retrofit the plant into a bottling facility for 

CBD-infused products, which would be funded by Green Equity investors. Although Green 

Equity helped fund the purchase of the Bottling Plant in 2018, the facility was (and still is) 

owned by the Colorado Business.  

16. After some initial efforts to get the plant up and running, Green Equity and the 

Colorado Business abandoned the Bottling Plant project in 2019, and the facility was never 

made operational.     

 

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II. Green Equity and RS Group Raised Money From Investors. 
 

17. Between March 1, 2019 and February 2, 2022, Cournoyer, through Green 

Equity and RS Group, raised approximately $1,277,000 from approximately 38 investors via 

investment contracts and notes, both of which are “securities” under the Securities Act and 

the Exchange Act. 

18. Cournoyer was the sole manager of Green Equity and RS Group between 

2019 and 2022, and also was the sole signatory on the bank accounts into which Green 

Equity and RS Group investors’ funds were deposited. Investors were entirely reliant on 

Green Equity’s efforts to generate returns. Cournoyer, not the Green Equity investors, had 

control over Green Equity. 

19. Between at least January 2019 and July 2020, Green Equity offered and sold 

securities in the form of “membership units” (or portions of units) in Green Equity, including 

“Founder Unit[s],” “Common Unit[s],” and “C unit[s],” which were convertible to shares of 

common stock in a future public entity. Green Equity stated that it would use the funds for a 

variety of projects, including the Bottling Plant, a CBD-extraction facility, and hemp biomass 

purchases. 

20. Investors made an investment of money in exchange for the Green Equity 

membership units.  

21. In subscription agreements signed by Cournoyer on behalf of Green Equity, at 

least some investors were directed to make payments to an RS Group bank account for their 

Green Equity investments. Green Equity investors’ funds were pooled in Green Equity (and 

RS Group) bank accounts and their fortunes were collectively linked to Green Equity’s 

efforts and expertise with respect to the opportunities they presented, including the Bottling 

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Plant. 

22. In addition to the funds RS Group received from Green Equity investors, 

between at least December 2019 and February 2020, RS Group offered and sold to at least 

six investors “Cash Forward Contracts,” which purported to sell an interest in a certain 

number of acres of hemp biomass, which RS Group promised to process and sell and to then 

repay the investor principal along with 100% interest.  

23. Investors made an investment of money in exchange for an interest in returns 

generated from the processed hemp biomass. 

24. Investor funds were pooled together by RS Group and Cournoyer. 

25. RS Group investors relied solely on RS Group’s efforts and expertise to 

generate profits.  

26. RS Group’s cash forward contracts were debt instruments through which RS 

Group investors reasonably expected a significant profit (i.e., 100% interest) based solely on 

RS Group’s efforts.  

III. The Defendants Engaged in Fraudulent and Deceptive Acts by Misappropriating 
Investor Money for Personal Use. 

 
27. Rather than using investor funds as promised (i.e., for corporate projects), the 

Defendants misappropriated investor funds for Cournoyer’s personal use. 

28. Green Equity and RS Group received approximately $1,277,000 in investor 

funds between March 1, 2019 and February 2, 2022. Of this amount, Cournoyer 

misappropriated at least $755,000, using investor money for personal expenses, including 

gambling, rent for his personal residence, and luxury purchases such as designer watches and 

clothing, and also making substantial cash withdrawals of investor funds. Additionally, 

Cournoyer transferred some of the $755,000 of investor money to another entity he controls 

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and used those funds on similar personal expenses.   

29. Cournoyer was gambling full time starting in 2019 or 2020. 

30. In many instances, cash withdrawals, gambling, residential lease payments, 

and luxury purchases happened in very close proximity to (and sometimes on the same day 

as) investor deposits. 

31. On multiple occasions, investor funds were deposited into bank accounts with 

a near-zero balance and then spent, in the same month, on the personal expenses listed above. 

For example, on June 1, 2019, a Green Equity bank account had a balance of $501.37. The 

bank account received at least $90,000 in investor deposits that month, which Cournoyer 

spent, for example, at the Mirage and the Bellagio in Las Vegas, Panerai luxury boutique in 

Las Vegas, Hugo Boss in Dallas, and for his personal residence’s lease payment and personal 

credit card payments. On June 30, 2019, the account had an ending balance of $8,955.12.  

32. At all relevant times, Cournoyer was the sole signatory on the bank accounts 

into which Green Equity and RS Group investors funds were deposited. He also was the sole 

manager of these entities.   

33. While Cournoyer was misappropriating investor money, he did not have a 

personal bank account. 

34. Cournoyer knew or was reckless in not knowing, and should have known, that 

he was deceiving investors by falsely representing that he would use their funds for 

“corporate endeavors,” as described below, when, in fact, he intended to use a significant 

portion of those funds on personal expenses. Cournoyer’s intent is evidenced by, among other 

things, the instances in which he spent investor funds on personal expenses soon after their 

deposit. 

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35. Cournoyer’s scienter may be imputed to Green Equity and RS Group because 

he was their sole manager. 

36. The amounts misappropriated were material because a reasonable investor 

views the use of their money as important to an investment decision and here, investors 

understood that their funds would be used for business ventures, as represented by Cournoyer, 

and not for personal expenses.  

IV. The Defendants Made False and Misleading Statements. 
 

A. Defendants made False and Misleading Statements about the Use of Investor 
Funds. 

 
37. Cournoyer, through Green Equity and RS Group, told investors that their funds 

would be spent on corporate projects. These statements were false and misleading because, as 

alleged above, the Defendants instead misappropriated a significant portion of investor funds.  

38. Specifically, with respect to the use of proceeds raised from selling Green Equity’s 

“C units,” at least two 2020 Green Equity subscription agreements stated: “The company will use 

proceeds of this purchase for the benefit of expanding the bottling plant, [and] for general 

expenses for corporate endeavors. In addition, if necessary, proceeds will be used to pay for 

expenses incurred for corporate operations.”  

39. Similarly, a 2019 Green Equity investor presentation, which Cournoyer sent to at 

least one investor, stated that the “Founders Units” and “Common Units” were used for similar 

purposes – to purchase a 127-acre Colorado property with the Bottling Plant on site, “pursue a 

public entity,” and “secure . . . biomass.” 

40. RS Group’s cash forward contracts offered and sold between at least December 

2019 and February 2020 sold an interest in “[a]cres of hemp biomass” and promised to repay 

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investors their “principal amount . . .  with an interest of 100%” after RS Group processed and 

sold the hemp biomass. 

41. Cournoyer represented to at least one RS Group investor that funds raised through 

these contracts would be the seed money he needed to enter into agreements with farmers in 

Montana to grow hemp. 

42. These statements about the use of investor funds were false and misleading. As 

alleged above, between at least March 1, 2019 and February 2, 2022, instead of using investor 

funds as described, the Defendants misappropriated a significant portion of investor funds for 

Cournoyer’s personal expenses. 

43. Cournoyer knew or was reckless in not knowing, and should have known, that 

his statements concerning the intended use of investor funds were false and misleading at the 

time they were made to investors and potential investors because he was the entities’ sole 

manager and, as the sole signatory on their bank accounts, had knowledge about the use of 

investor funds. 

44. Cournoyer signed the Green Equity subscription agreements and the RS Group 

cash forward contracts on each entity’s behalf and transmitted them to investors using a Green 

Equity email address. 

45. Cournoyer’s scienter may be imputed to Green Equity and RS Group because 

he was their sole manager. 

46. The statements about the use of investor funds were material to investors because 

reasonable investors would consider it important that the Defendants did not use their funds on 

the Bottling Plant and/or other CBD-adjacent projects but, instead, used a significant portion of 

their funds for personal use. 

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B. Cournoyer and Green Equity made False and Misleading Statements About 
Green Equity’s Business. 

 
47. Despite the Bottling Plant project being abandoned in 2019 and never 

becoming operational and Green Equity not conducting any business activities since 2019, 

Cournoyer, through Green Equity, continued to lull investors and solicit investments by 

making false and misleading statements about Green Equity’s business activities after 2019. 

48. Specifically, between at least January 2019 and July 2020, Cournoyer, through 

Green Equity, sold securities in the form of membership units via Green Equity subscription 

agreements that Cournoyer signed and sent to investors claiming to use those funds “for the 

benefit of expanding the bottling plant, [and] for general expenses for corporate endeavors.” 

49. Further, in April 2020, Cournoyer emailed potential investors and wrote that 

additional funds were needed to “get our facility up and running,” which would temporarily 

“produc[e] high grade hand sanitizer” in light of the Coronavirus pandemic and from which 

investors would “see revenues almost immediately[.]” 

50. In January 2021, Cournoyer claimed to one investor in an email that “sanitizer 

production [was] underway” at the Bottling Plant and that he was working to partner with 

casinos to sell hand sanitizer and provide CBD coffee. 

51. These statements about Green Equity’s ongoing business activities were false 

and misleading because it had not conducted any business since 2019.  

52. Cournoyer knew or was reckless in not knowing, and should have known, that 

his statements concerning Green Equity’s business activities were false and misleading at the 

time they were made to investors and potential investors because he had not worked with the 

Colorado Business on the Bottling Plant project since 2019. 

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53. Cournoyer’s scienter may be imputed to Green Equity because he was its sole 

manager. 

54. The statements about Green Equity’s business activities were material to 

investors because reasonable investors who were considering investments in Green Equity 

after 2019 would consider it important that Green Equity had not conducted any business 

since 2019. 

C. Cournoyer and Green Equity made False and Misleading Statements 
Regarding Cournoyer’s Background. 

 
55. Cournoyer and Green Equity also made false and misleading statements to 

investors regarding Cournoyer’s educational background and industry experience. 

56. The 2019 Green Equity investor presentation that Cournoyer emailed to at least 

one investor in June 2019 claimed that Cournoyer obtained a Juris Doctor degree from the 

University of Florida.  

57. This statement regarding Cournoyer’s legal education was false because 

Cournoyer did not have a Juris Doctor degree from the University of Florida.   

58. The 2019 presentation also stated that Cournoyer had “over twenty-five years 

of experience in private equity,” including on Wall Street, as well as Series 3, 7, and 63 

licenses. 

59. These statements regarding Cournoyer’ experience were false and misleading 

because the 2019 presentation omitted the material facts that he was previously barred by the 

SEC and enjoined by a federal court in connection with violations of federal securities laws.  

60. Cournoyer knew or was reckless in not knowing, and should have known, that his 

statements concerning his education and industry experience were false and misleading because 

he knew that he did not obtain a law degree from the University of Florida and he also knew his 

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disciplinary history. 

61. The statements about Cournoyer’s education and industry experience were 

material to investors because reasonable investors would consider it important that 

Cournoyer had not obtained a law degree from the University of Florida and that he had 

previously been enjoined by a court and sued and barred by the SEC for violations of 

federal securities laws.  

V. Green Equity and RS Group Offered and Sold Securities. 

62. Section 2(a)(1) of the Securities Act and Section 3(a)(10) of the Exchange Act 

define “security” as including “any note, stock” and “investment contract[.]” An investment 

contract involves: (i) an investment of money, (ii) in a common enterprise, (iii) with an 

expectation of profits derived from the efforts of others. 

A. Green Equity Membership Units Are Securities. 

63. Green Equity membership units are investment contracts because: (i) investors 

made an investment of money in exchange for the units; (ii) Green Equity investors’ funds were 

pooled in Green Equity (and RS Group) bank accounts and their fortunes were collectively 

linked to Green Equity’s efforts and expertise with respect to the opportunities they presented, 

including the Bottling Plant; and (iii) investors were entirely reliant on Green Equity’s efforts to 

generate returns. 

B. RS Group’s Cash Forward Contracts Are Securities. 

64. RS Group’s cash forward contracts are investment contracts because: 

(i) investors made an investment of money in exchange for an interest in returns generated from 

processed hemp biomass; (ii) investor funds were pooled together to allow RS Group to enter 

into the relevant hemp biomass agreements with Montana farmers; and (iii) investors relied 

solely on RS Group’s efforts and expertise with respect to the purported purchase, processing, 

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and sale of the hemp biomass. 

65. RS Group’s cash forward contracts are also notes because the parties understood 

them to be debt instruments through which RS Group investors reasonably expected a 

significant profit (i.e., 100% interest) based solely on RS Group’s efforts. 

VI. The Defendants’ Conduct was in the Offer or Sale, and in Connection with the 
Purchase or Sale, of Securities, and Done Using Interstate Commerce. 

 
66. The misstatements alleged herein were made by the Defendants and 

disseminated to induce investors to buy the securities alleged above. 

67. Further, the misstatements described above were made in written communications 

soliciting investments and contained in agreements, emails, and investor presentations provided to 

investors in connection with their investments. 

68. As such, Defendants’ conduct, including their material misstatements and 

Cournoyer’s deceptive conduct, were in the offer or sale of securities as defined in Section 

2(a)(1) of the Securities Act and in connection with the purchase or sale of securities as defined 

in Section 3(a)(10) of the Exchange Act. 

69. In connection with the conduct alleged in this Complaint, Defendants, directly or 

indirectly, singly or in concert with others, made use of the means or instruments of 

transportation or communication in interstate commerce, the means or instrumentalities of 

interstate commerce, or of the mails, including soliciting investors by providing documents 

containing false and misleading statements via email, and obtaining funds from those investors 

through interstate commerce. 

 

 

 

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FIRST CLAIM FOR RELIEF 
Fraud—Violation of Section 10(b) of the Exchange Act  

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

(Against All Defendants) 
 

70. The SEC realleges and incorporates by reference paragraphs 1 to 69, as though 

fully set forth herein. 

71. By engaging in the conduct described above, Defendants, directly or indirectly, 

in connection with the purchase or sale of a security, and by the use of means or 

instrumentalities of interstate commerce, of the mails, or of the facilities of a national securities 

exchange, knowingly or severely recklessly: employed devices, schemes, or artifices to 

defraud; made untrue statements of a material fact or omitted to state a material fact necessary 

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

made, not misleading; and engaged in acts, practices, or courses of business which operated or 

would operate as a fraud or deceit upon any person. 

72. By virtue of the foregoing, Defendants violated and, unless restrained and 

enjoined, will again violate Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rule 

10b-5 thereunder [17 C.F.R. § 240.10b-5]. 

SECOND CLAIM FOR RELIEF 
Fraud—Violation of Section 17(a) of the Securities Act  

[15 U.S.C. § 77q(a)] 
(Against All Defendants) 

 
73. The SEC realleges and incorporates by reference paragraphs 1 to 72 as though 

fully set forth herein. 

74. By engaging in the conduct alleged above, Defendants, directly or indirectly, in 

the offer or sale of securities by the use of means or instruments of transportation or 

communication in interstate commerce or by use of the mails: employed devices, schemes, or 

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artifices to defraud; obtained money or property by means of untrue statements of a material fact 

or by omitting to state a material fact necessary in order to make the statements made, in light of 

the circumstances under which they were made, not misleading; and engaged in transactions, 

practices, or courses of business which operated or would operate as a fraud or deceit upon the 

purchaser. 

75. With regard to violations of Section 17(a)(1), Defendants engaged in the conduct 

intentionally, knowingly, or with severe recklessness. With regard to violations of the Sections 

17(a)(2) and 17(a)(3), Defendants acted at least negligently. 

76. By virtue of the foregoing, Defendants violated and, unless restrained and 

enjoined, will again violate Section 17(a) of the Securities Act [15 U.S.C. § 77q(a)].  

RELIEF SOUGHT 
 

WHEREFORE, the SEC respectfully requests that this Court: 
 

I. 
 

Find that the Defendants committed the violations alleged in this Complaint; 
 

II. 
 

Enter an injunction, in a form consistent with Rule 65(d) of the Federal Rules of Civil 

Procedure, permanently restraining and enjoining the Defendants from violating, directly or 

indirectly, the laws and rules they are alleged to have violated in this Complaint; 

III. 
 

Order that the Defendants disgorge any and all ill-gotten gains, together with pre- 

judgment interest, derived from the improper conduct set forth in this Complaint; 

IV. 
 

Order that the Defendants pay civil penalties pursuant to Section 20(d) of the Securities 

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

an amount to be determined by the Court, plus post-judgment interest; 

V. 
 

Order that Cournoyer be prohibited from acting as an officer or director of a public 

company pursuant to Section 20(e) of the Securities Act [15 U.S.C. § 77t(e)] and Section 21(d) 

of the Exchange Act [15 U.S.C. § 78u(d)(2)];  

VI. 

Enter an injunction permanently restraining and enjoining Cournoyer from directly or 

indirectly, including, but not limited to, through any entity owned or controlled by him, 

participating in the issuance, purchase, offer, or sale of any security in an unregistered offering 

by an issuer, provided, however, that such injunction would not prevent him from purchasing or 

selling securities for his own personal account; and 

VII. 
 

Grant such other relief as this Court may deem just or appropriate. 

 
JURY DEMAND 

 
The SEC demands a trial by jury on all claims so triable. 

  

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Dated: May 10, 2024. 
 
      Respectfully submitted, 
 

 s/ Jodanna Haskins  
Jodanna Haskins 
Attorney for Plaintiff 
UNITED STATES SECURITIES AND 
EXCHANGE COMMISSION 
1961 Stout Street 
Suite 1700 
Denver, CO 80294 
[email protected] 
(303) 844-1000 
 

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	UNITED STATES DISTRICT COURT
	DISTRICT OF COLORADO
	SECURITIES AND EXCHANGE COMMISSION,
	ROBERT TYE COURNOYER
	GREEN EQUITY GROUP, LLC
	RS GROUP HOLDINGS, LLC
	COMPLAINT AND JURY TRIAL DEMAND
	SUMMARY OF ALLEGATIONS
	DEFENDANTS
	JURISDICTION AND VENUE
	FACTS
	I. Background
	II. Green Equity and RS Group Raised Money From Investors.
	III. The Defendants Engaged in Fraudulent and Deceptive Acts by Misappropriating Investor Money for Personal Use.
	IV. The Defendants Made False and Misleading Statements.
	B. Cournoyer and Green Equity made False and Misleading Statements About Green Equity’s Business.
	C. Cournoyer and Green Equity made False and Misleading Statements Regarding Cournoyer’s Background.
	V. Green Equity and RS Group Offered and Sold Securities.
	A. Green Equity Membership Units Are Securities.
	B. RS Group’s Cash Forward Contracts Are Securities.
	VI. The Defendants’ Conduct was in the Offer or Sale, and in Connection with the Purchase or Sale, of Securities, and Done Using Interstate Commerce.
	FIRST CLAIM FOR RELIEF
	SECOND CLAIM FOR RELIEF
	Fraud—Violation of Section 17(a) of the Securities Act
	[15 U.S.C. § 77q(a)]
	(Against All Defendants)

	RELIEF SOUGHT
	I.
	II.
	III.
	IV.
	V.
	VI.
	VII.
	JURY DEMAND