SEC v. Shannon Illingworth; and GP Solutions, Inc., No. 2:26-cv-00184, Central District of California (Jan. 27, 2026) — Judgment

UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA

SECURITIES AND EXCHANGE
COMMISSION,
Plaintiff,
vs.
SHANNON ILLINGWORTH AND
GP SOLUTIONS, INC.,
Defendants.

Case No. 2:26-cv-00184-AB-MBK
FINAL JUDGMENT AS TO
DEFENDANTS SHANNON
ILLINGWORTH AND GP

1 The Securities and Exchange Commission (“Commission”) having filed a

2 Complaint and Defendants Shannon Illingworth (“Illingworth”) and GP Solutions,

3 Inc. (“GP Solutions”) (collectively “Defendants”), having entered a general

4 appearance; consented to the Court’s jurisdiction over Defendants and the subject

5 matter of this action; consented to entry of this Final Judgment without admitting or

6 denying the allegations of the Complaint (except as to jurisdiction and except as

7 otherwise provided herein in paragraph VII); waived findings of fact and conclusions

8 of law; and waived any right to appeal from this Final Judgment:

9

10 IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that Defendants

11 are permanently restrained and enjoined from violating, directly or indirectly, Section

12 10(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) [15 U.S.C. §

13 78j(b)] and Rule 10b-5 promulgated thereunder [17 C.F.R. § 240.10b-5], by using any

14 means or instrumentality of interstate commerce, or of the mails, or of any facility of

15 any national securities exchange, in connection with the purchase or sale of any

16 security:

17 (a) to employ any device, scheme, or artifice to defraud; or

18 (b) to engage in any act, practice, or course of business which operates or

19 would operate as a fraud or deceit upon any person.

20 IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided

21 in Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the

22 following who receive actual notice of this Final Judgment by personal service or

23 otherwise: (a) Defendants’ officers, agents, servants, employees, and attorneys; and

24 (b) other persons in active concert or participation with Defendants or with anyone

25 described in (a).

26

27 IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that

28 Illingworth is permanently restrained and enjoined from violating Section 5 of the

Securities Act [15 U.S.C. § 77e] by, directly or indirectly, in the absence of any applicable exemption:

(a) Unless a registration statement is in effect as to a security, making use of any means or instruments of transportation or communication in interstate commerce or of the mails to sell such security through the use or medium of any prospectus or otherwise; or

(b) Making use of any 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 any prospectus or otherwise any security, unless a registration statement has been filed with the Commission as to such security, or while the registration statement is the subject of a refusal order or stop order or (prior to the effective date of the registration statement) any public proceeding or examination under Section 8 of the Securities Act [15 U.S.C. § 77h]

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who receive actual notice of this Final Judgment by personal service or otherwise: (a) Illingworth’s officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or participation with Illingworth or with anyone described in (a).

III.

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, for a period of five years from the date of entry of this Final Judgment, pursuant to Section 21(d)(2) of the Exchange Act [15 U.S.C. § 78u(d)(2)] and/or Section 20(e) of the Securities Act [15 U.S.C. § 77t(e)], Illingworth is prohibited from acting as an officer or director of any issuer that has a class of securities registered pursuant to Section 12 of the Exchange Act [15 U.S.C. § 78l] or that is required to file reports pursuant to Section 15(d) of the Exchange Act [15 U.S.C. § 780(d)].

//IV.

IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that, for a period of five years from the date of entry of this Final Judgment, Illingworth is barred from participating in an offering of 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. A penny stock is any equity security that has a price of less than five dollars, except as provided in Rule 3a51-1 under the Exchange Act [17 C.F.R. 240.3a51-1].

V.

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that Illingworth shall pay a civil penalty in the amount of $100,000 to the Securities and Exchange Commission pursuant to 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)]. Illingworth shall make this payment within 30 days after entry of this Final Judgment.

Illingworth may transmit payment electronically to the Commission, which will provide detailed ACH transfer/Fedwire instructions upon request. Payment may also be made directly from a bank account via Pay.gov through the SEC website at http://www.sec.gov/about/offices/ofm.htm. Illingworth may also pay by certified check, bank cashier’s check, or United States postal money order payable to the Securities and Exchange Commission, which shall be delivered or mailed to Enterprise Services Center Accounts Receivable Branch 6500 South MacArthur Boulevard Oklahoma City, OK 73169 and shall be accompanied by a letter identifying the case title, civil action number, and name of this Court; Shannon Illingworth as a defendant in this action; and specifying that payment is made pursuant to this Final Judgment.Illingworth shall simultaneously transmit photocopies of evidence of payment and case identifying information to the Commission’s counsel in this action. By making this payment, Illingworth relinquishes all legal and equitable right, title, and interest in such funds and no part of the funds shall be returned to Illingworth. The Commission shall send the funds paid pursuant to this Final Judgment to the United States Treasury.

The Commission may enforce the Court’s judgment for penalties by the use of all collection procedures authorized by law, including the Federal Debt Collection Procedures Act, 28 U.S.C. § 3001 et seq., and moving for civil contempt for the violation of any Court orders issued in this action. Illingworth shall pay post-judgment interest on any amounts due after 30 days of the entry of this Final Judgment pursuant to 28 USC § 1961.

VI.

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that the Consent is incorporated herein with the same force and effect as if fully set forth herein, and that Defendants shall comply with all of the undertakings and agreements set forth therein.

VII.

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, solely for purposes of exceptions to discharge set forth in Section 523 of the Bankruptcy Code, 11 U.S.C. §523, the allegations in the complaint are true and admitted by Illingworth and further, any debt for disgorgement, prejudgment interest, civil penalty or other amounts due by Illingworth under this Final Judgment or any other judgment, order, consent order, decree or settlement agreement entered in connection with this proceeding, is a debt for the violation by Illingworth of the federal securities laws or any regulation or order issued under such laws, as set forth in Section 523(a)(19) of the Bankruptcy Code, 11 U.S.C. §523(a)(19).

VIII.

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that this Court shall retain jurisdiction of this matter for the purposes of enforcing the terms of this Final Judgment.

Dated: January 16, 2026

HON. ANDRÉ BIROTTE JR. UNITED STATES DISTRICT JUDGE

6

UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA

SECURITIES AND EXCHANGE
COMMISSION,
Plaintiff,
vs.
SHANNON ILLINGWORTH AND
GP SOLUTIONS, INC.,
Defendants.

Case No. 2:26-cv-00184-AB-MBK
FINAL JUDGMENT AS TO
DEFENDANTS SHANNON
ILLINGWORTH AND GP
SOLUTIONS, INC.Case 2:26-cv-00184-AB-MBK Document 12 #:58 Filed 01/16/26 Page 2 of 6 Page ID

1 The Securities and Exchange Commission (“Commission”) having filed a

2 Complaint and Defendants Shannon Illingworth (“Illingworth”) and GP Solutions,

3 Inc. (“GP Solutions”) (collectively “Defendants”), having entered a general

4 appearance; consented to the Court’s jurisdiction over Defendants and the subject

5 matter of this action; consented to entry of this Final Judgment without admitting or

6 denying the allegations of the Complaint (except as to jurisdiction and except as

7 otherwise provided herein in paragraph VII); waived findings of fact and conclusions

8 of law; and waived any right to appeal from this Final Judgment:

9

10 IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that Defendants

11 are permanently restrained and enjoined from violating, directly or indirectly, Section

12 10(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) [15 U.S.C. §

13 78j(b)] and Rule 10b-5 promulgated thereunder [17 C.F.R. § 240.10b-5], by using any

14 means or instrumentality of interstate commerce, or of the mails, or of any facility of

15 any national securities exchange, in connection with the purchase or sale of any

16 security:

17 (a) to employ any device, scheme, or artifice to defraud; or

18 (b) to engage in any act, practice, or course of business which operates or

19 would operate as a fraud or deceit upon any person.

20 IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided

21 in Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the

22 following who receive actual notice of this Final Judgment by personal service or

23 otherwise: (a) Defendants’ officers, agents, servants, employees, and attorneys; and

24 (b) other persons in active concert or participation with Defendants or with anyone

25 described in (a).

26

27 IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that

28 Illingworth is permanently restrained and enjoined from violating Section 5 of the

2Case 2:26-cv-00184-AB-MBK Document 12 #:59 Filed 01/16/26 Page 3 of 6 Page ID

Securities Act [15 U.S.C. § 77e] by, directly or indirectly, in the absence of any applicable exemption:

(a) Unless a registration statement is in effect as to a security, making use of any means or instruments of transportation or communication in interstate commerce or of the mails to sell such security through the use or medium of any prospectus or otherwise; or

(b) Making use of any 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 any prospectus or otherwise any security, unless a registration statement has been filed with the Commission as to such security, or while the registration statement is the subject of a refusal order or stop order or (prior to the effective date of the registration statement) any public proceeding or examination under Section 8 of the Securities Act [15 U.S.C. § 77h]

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who receive actual notice of this Final Judgment by personal service or otherwise: (a) Illingworth’s officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or participation with Illingworth or with anyone described in (a).

III.

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, for a period of five years from the date of entry of this Final Judgment, pursuant to Section 21(d)(2) of the Exchange Act [15 U.S.C. § 78u(d)(2)] and/or Section 20(e) of the Securities Act [15 U.S.C. § 77t(e)], Illingworth is prohibited from acting as an officer or director of any issuer that has a class of securities registered pursuant to Section 12 of the Exchange Act [15 U.S.C. § 78l] or that is required to file reports pursuant to Section 15(d) of the Exchange Act [15 U.S.C. § 780(d)].

//IV.

IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that, for a period of five years from the date of entry of this Final Judgment, Illingworth is barred from participating in an offering of 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. A penny stock is any equity security that has a price of less than five dollars, except as provided in Rule 3a51-1 under the Exchange Act [17 C.F.R. 240.3a51-1].

V.

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that Illingworth shall pay a civil penalty in the amount of $100,000 to the Securities and Exchange Commission pursuant to 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)]. Illingworth shall make this payment within 30 days after entry of this Final Judgment.

Illingworth may transmit payment electronically to the Commission, which will provide detailed ACH transfer/Fedwire instructions upon request. Payment may also be made directly from a bank account via Pay.gov through the SEC website at http://www.sec.gov/about/offices/ofm.htm. Illingworth may also pay by certified check, bank cashier’s check, or United States postal money order payable to the Securities and Exchange Commission, which shall be delivered or mailed to Enterprise Services Center Accounts Receivable Branch 6500 South MacArthur Boulevard Oklahoma City, OK 73169 and shall be accompanied by a letter identifying the case title, civil action number, and name of this Court; Shannon Illingworth as a defendant in this action; and specifying that payment is made pursuant to this Final Judgment.Illingworth shall simultaneously transmit photocopies of evidence of payment and case identifying information to the Commission’s counsel in this action. By making this payment, Illingworth relinquishes all legal and equitable right, title, and interest in such funds and no part of the funds shall be returned to Illingworth. The Commission shall send the funds paid pursuant to this Final Judgment to the United States Treasury.

The Commission may enforce the Court’s judgment for penalties by the use of all collection procedures authorized by law, including the Federal Debt Collection Procedures Act, 28 U.S.C. § 3001 et seq., and moving for civil contempt for the violation of any Court orders issued in this action. Illingworth shall pay post-judgment interest on any amounts due after 30 days of the entry of this Final Judgment pursuant to 28 USC § 1961.

VI.

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that the Consent is incorporated herein with the same force and effect as if fully set forth herein, and that Defendants shall comply with all of the undertakings and agreements set forth therein.

VII.

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, solely for purposes of exceptions to discharge set forth in Section 523 of the Bankruptcy Code, 11 U.S.C. §523, the allegations in the complaint are true and admitted by Illingworth and further, any debt for disgorgement, prejudgment interest, civil penalty or other amounts due by Illingworth under this Final Judgment or any other judgment, order, consent order, decree or settlement agreement entered in connection with this proceeding, is a debt for the violation by Illingworth of the federal securities laws or any regulation or order issued under such laws, as set forth in Section 523(a)(19) of the Bankruptcy Code, 11 U.S.C. §523(a)(19).

//Case 2:26-cv-00184-AB-MBK Document 12 #:62 Filed 01/16/26 Page 6 of 6 Page ID

VIII.

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that this Court shall retain jurisdiction of this matter for the purposes of enforcing the terms of this Final Judgment.

Dated: January 16, 2026

HON. ANDRÉ BIROTTE JR. UNITED STATES DISTRICT JUDGE

6