SEC v. El Capitan Advisors, Inc.; and Andrew Daniel Nash, No. 2:25-CV-05066, Central District of California (June 17, 2025) — Complaint

COMPLAINT
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ROBERT C. STILLWELL (Cal. Bar No. 308630)
Email:  [email protected]
GARY Y. LEUNG (Cal. Bar No. 302928)
Email: [email protected]
A
ttorneys for Plaintiff
Securities and Exchange Commission
Gary Y. Leung, Associate Director
Douglas M. Miller, Supervisory Trial Counsel
444 S. Flower Street, Suite 900
Los Angeles, California 90071
Telephone: (323) 965-3998
Facsimile: (213) 443-1904
UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
SECURITIES AND EXCHANGE
COMMISSION,
Plaintiff,
v
s.
EL CAPITAN ADVISORS, INC. and
ANDREW NASH,
Defendants.
Case No. 2:25-cv-05066
C
OMPLAINT
DE
MAND FOR JURY TRIAL
P
laintiff Securities and Exchange Commission (“SEC”) alleges:
JURISDICTION AND VENUE
1.The Court has jurisdiction over this action pursuant to Sections 209(d),
209(e)(1) and 214 of the Investment Advisers Act of 1940 (“Advisers Act”) [15
U.S.C. §§ 80b-9(d), 80b-9(e)(1) & 80b-14].
2.Defendants have, directly or indirectly, made use of the means or
instrumentalities of interstate commerce, of the mails, or of the facilities of a national
securities exchange in connection with the transactions, acts, practices and courses of
business alleged in this complaint.

COMPLAINT
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3. Venue is proper in this district pursuant to Section 214 of the Advisers
Act [15 U.S.C. § 80b-14], because certain of the transactions, acts, practices and
courses of conduct constituting violations of the federal securities laws occurred
within this district.  In addition, venue is proper in this district because Defendant
Andrew Daniel Nash resides in this district, and Defendant El Capitan Advisors, Inc.
has its principal place of business in this district.
SUMMARY
4. Defendant El Capitan Advisors, Inc. (“ECA”) is an SEC-registered
investment adviser, and Defendant Andrew Daniel Nash (collectively, “Defendants”)
is ECA’s majority owner.  This civil enforcement action concerns Defendants’
fraudulent misappropriation of $15.3 million in advisory client funds.  In June 2021,
ECA entered into an agreement with a public company (“Client A”) to provide cash
management services.  ECA led   Client A to believe that its money, which totaled tens
of millions of dollars, was being held in accounts for the benefit of Client A at
various financial institutions.  In reality, between June 2022 and March 2023, Nash
transferred over $15 million out of Client A’s accounts   and spent a large portion of
that money on himself, using $4.6 million of Client A’s money to purchase a home.
All of this was in breach of the fiduciary duty that ECA and Nash owed to Client A as
investment advisers.
5. Nash took extensive efforts to conceal his misappropriation.  Beginning
in July 2022, Nash prepared and sent to Client A fabricated monthly account
statements that concealed Defendants’ unauthorized transfers.  For example, in March
2023, Nash recommended that Client A authorize Defendants to open new accounts
for the benefit of Client A at two financial institutions and invest $8 million in a well-
known federal money market fund.  After Client A authorized the transfers, Nash sent
Client A account statements that purportedly confirmed the authorized transactions
had taken place.  However, each of the statements was a fabrication.  Defendants
never opened new accounts   for Client A.  Instead,  Nash made a $1 million transfer at

COMPLAINT
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the end of March 2023 that Client A had not authorized.  In all, between June 2022
and March 2023, Defendants misappropriated a total of $15.3 million of Client A’s
funds (inclusive of the $4.6 million that Nash used to purchase a home).
6. Defendants also made false statements   in the Forms   ADV that ECA filed
with the SEC in 2022 and 2023.  Nash signed these false filings   on behalf of ECA
knowing they were inaccurate.  For example, in the Form ADV that ECA filed in
2022, ECA reported that it had over $3.6 billion in regulatory assets under
management (“AUM”) as of March 7, 2022.  Then, in 2023, ECA reported that it had
over $7.4 billion in AUM as of December 31, 2022.  Both these statements about
ECA’s AUM were materially false and misleading.  ECA managed client accounts at
a single financial institution.  According to financial records, as of March 7, 2022, the
total value of the assets held in those accounts was less than $ 62 million,
approximately 1.7% of ECA’s claimed AUM; as of December 31, 2022, the total was
less than $85 million, approximately 1.1% of ECA’s claimed AUM.
7. By engaging in this conduct, Defendants violated Sections 206(1),
206(2), and 207 of the Advisers Act [15 U.S.C. §§80b-6(1), 80b-6(2), & § 80b-7].
With this Complaint, the SEC seeks permanent injunctive relief and disgorgement
with prejudgment interest against both Defendants, and civil penalties against Nash.
DEFENDANTS
8. El Capitan Advisors, Inc. is a Delaware corporation with its principal
place of business in Santa Barabara, California.  ECA was formed in June 2018 and
has been registered with the Commission since June 2, 2021.
9. Andrew Daniel Nash, age 48, is a resident of Santa Barbara, California.
Nash is the CEO and majority owner of ECA.  From at least 2021 until 2023, Nash
worked as an investment adviser representative for ECA, provided investment advice
to certain ECA clients, and was compensated for his services.  Nash holds a Series 65
license.

COMPLAINT
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RELEVANT ENTITY
10. “Client A” is a Nevada-based public company engaged in a cannabis-
related industry.
THE ALLEGATIONS
A. ECA’s Business
11. From at least 2021 until 2023, Defendants provided ECA clients with
investment management and cash management services.  ECA clients could elect to
receive either or both services.
12. During this time period, Defendants were investment advisers   within the
meaning of Section 202(a)(11) of the Advisers Act [15 U.S.C. § 80b-2(a)(11)]
because they held themselves out as being engaged in the business of providing, for
compensation, investment advice as to the value of securities and as to the
advisability of investing in, purchasing, and selling securities.
13. Nash, on behalf of ECA, provided investment management services,
advising ECA clients as to the advisability of investing in exchange-traded funds,
mutual funds, bonds, and other investment options.  For these services, ECA
generally charged an annual fee of 1% of a client’s assets under management.
14. Defendants also provided cash management services to clients that faced
difficulties establishing direct relationships with financial institutions due to, for
example, a client’s ties to the cannabis industry.
15. For cash-management clients, Defendants generally opened and
maintained a savings or money market account that ECA held in its own name “for
the benefit of” (or “FBO”) the client.  Under the terms of ECA’s cash-management
agreements, ECA was authorized to effect transactions on behalf of the client in
accordance with the client’s stated goals and objectives.  For these services, ECA
generally charged a monthly fee of $250, plus a percentage of any gains realized in
the account.
16. As investment advisers, Defendants   owed their clients both a fiduciary

COMPLAINT
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duty of care and a fiduciary duty of loyalty.  Those fiduciary duties obligated
Defendants to serve, at all times, the best interests of their clients and not subordinate
those clients’ interests to their own.
B. Client A Engages ECA
17. On June 22, 2021, Client A entered into an agreement with ECA
pursuant to which ECA would provide cash management services to Client A.  In the
agreement, ECA represented that it was registered with the SEC as an “Investment
Adviser” and committed to performing cash management services as a fiduciary of
Client A.
18. Client A authorized ECA to effect transactions on its behalf in
accordance with Client A’s stated goals and objectives.
19. For these services, ECA charged Client A what it described as a monthly
“investment management fee” of $250 plus a percentage of the interest generated in
any account that ECA held for the benefit of Client A.
20. At the time that Client A engaged ECA, Client A relied upon ECA’s
status as a registered investment adviser and its obligations as a fiduciary of Client A
to manage Client A’s funds in the best interest of Client A.  Client A understood that
ECA would not execute any transaction on behalf of Client A without Client A’s
prior authorization.
21. On June 29, 2021, ECA opened a money market account for the benefit
of Client A at a bank (“Financial Institution #1”) where ECA held numerous
accounts, including multiple FBO accounts.  ECA opened a second money market
account for Client A at Financial Institution #1 in October 2021.  Transfers from
these two accounts could only be made by ECA.
22. Between June 2021 and September 2023, Client A deposited tens of
millions of dollars into the accounts that ECA opened for its benefit at Financial
Institution #1 and entrusted ECA with those funds.
23. In the ordinary course of business, whenever Client A wished to make a

COMPLAINT
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capital expenditure, ECA required, and Client A would provide, express authorization
instructing ECA to execute a transfer on Client A’s behalf.
24. Whenever Client A would instruct ECA to transfer funds to an outside
recipient, Defendants would not transfer the funds directly from ECA’s account at
Financial Institution #1, but would funnel those transfers through a “funding account”
held by ECA at Financial Institution #1 (the “ECA Funding Account”), which
Defendants used to receive and transfer funds held in ECA cash-management clients’
accounts.
25. Hundreds of millions of dollars passed through the ECA Funding
Account between 2021 and 2023.
26. Because, as alleged more fully infra, Defendants provided investment
advice as to the value of securities and as to the advisability of investing in securities
to Client A, and compensated themselves through their repeated misappropriation of
Client A’s funds, Defendants were Client A’s investment adviser within the meaning
of Section 202(a)(11) of the Advisers Act.
C. Nash Misappropriates $4.6 Million from Client A to Purchase a
Home
27. On June 15, 2022, Nash recommended that Client A authorize a transfer
of $5 million from one of Client A’s money market accounts at Financial
Institution #1 to the other.  Nash claimed that Client A’s funds would earn a higher
rate of return in the latter account and Client A authorized the transfer.
28. Defendants did not execute the transfer authorized by Client A.
29. Instead, on June 27, 2022, Nash transferred $4.6 million from Client A’s
account to the ECA Funding Account and, that same day, sent a wire transfer of $4.6
million from the ECA Funding Account to a title company that was facilitating
Nash’s purchase of a Santa Barbara home.
30. Client A did not authorize the June 27, 2022 transfer.
31. On June 29, 2022, Nash transferred an additional $400,000 from Client

COMPLAINT
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A’s account to the ECA Funding Account.
32. Client A did not authorize the June 29, 2022 transfer.
D. Defendants Send Fabricated Account Statements to Client A and
Make Further Unauthorized Transfers from Client A’s Account
33. Beginning in July 2022, Nash prepared and sent to Client A fabricated
monthly account statements that effectively concealed Nash’s fraudulent
misappropriation of Client A’s funds.
34. On July 18, 2022, Nash sent Client A an email that purported to attach
the June 2022 account statement for each of Client A’s two money market accounts at
Financial Institution #1.
35. Each of the two statements reflected a purported transfer, on June 27,
2022, of $5 million from Client A’s first money market account to the second,
ostensibly confirming that ECA had executed the transfer in accordance with the
authorization that Client A had provided to Nash.
36. The fabricated statements that Nash sent to Client A on July 18, 2022,
were materially false and misleading because they effectively concealed Nash’s
misappropriation of funds from Client A’s account in June 2022.
37. According to the statements that Nash sent to Client A, as of June 30,
2022, ECA held a total of approximately $27 million for the benefit of Client A in its
two money market accounts at Financial Institution #1.  In reality, at the time, the two
accounts held a total of approximately $22 million.
38. In the months that followed, Defendants made further unauthorized
transfers from Client A’s accounts at Financial Institution #1.
39. For example, on February 1, 2023, Nash closed Client A’s second
money market account at Financial Institution #1, sending the account’s balance of
approximately $5 million to the ECA Funding Account.
40. Nash did not seek Client A’s authorization for the transaction, nor did
Nash even inform Client A of the account’s closure.

COMPLAINT
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41. To the contrary, in March 2023, Nash prepared and sent a fabricated
statement to Client A that falsely stated that the account was open and still held over
$10 million as of February 28, 2023.
42. In all, between October 2022 and March 2023, Defendants made a total
of $10.7 million in additional unauthorized transfers from Client A’s money market
accounts to the ECA Funding Account at Financial Institution #1.
43. These funds were subsequently commingled with other funds from
ECA’s business and gradually dissipated, as Defendants executed transfers on behalf
of other ECA cash-management clients using funds from the ECA Funding Account.
44. Each month, until November 2023, Nash concealed all of this from
Client A by preparing and sending to Client A materially false and misleading
account statements that omitted these unauthorized transfers from Client A’s
accounts.
45. Because Client A had no direct dealings with Financial Institution #1,
Nash’s fabricated account statements effectively prevented Client A from discovering
Defendants’ misappropriation of Client A’s funds.
E. Nash Recommends That Client A Purchase Securities to Further
Enable and Conceal Defendants’ Misappropriation of Client A’s
Funds
46. In March 2023, Client A told Nash that it wished to diversify the
financial institutions that were holding its funds.
47. At the time, based on fabricated February 2023 account statements that
Client A had received from Nash, Client A understood that it held a total of
approximately $26.5 million in two accounts at Financial Institution #1.  In reality,
following Defendants’ unauthorized transfers, Client A’s sole remaining account held
less than $11.8 million as of February 28, 2023.
48. Nash did not disclose the unauthorized transfers to Client A when it said
it wished to diversify its holdings.  Instead, in response to Client A’s request, Nash

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recommended that Client A invest $8 million in a money market account at Financial
Institution #2.
49. Separately, Nash recommended that Client A invest $8 million in a
particular security through Financial Institution #3.  Specifically, Nash recommended
that Client A invest in a well-known federal money market fund, which Nash
identified by name and ticker symbol.
50. On March 23, 2023, Client A authorized Nash to go forward with both
investments.
51. On April 10, 2023, Nash sent fabricated March 2023 account statements
to Client A.  The statements falsely made it appear that, on March 23, 2023, ECA had
transferred a total of $16 million out of Client A’s two accounts at Financial
Institution #1 – notwithstanding that one of the accounts had been closed weeks
earlier – to “new” accounts that ECA had opened for the benefit of Client A at
Financial Institutions #2 and #3.
52. The purported March 2023 statement from Financial Institution #2
corroborated the false appearance, falsely showing that ECA had opened a money
market account and invested $8 million for Client A on March 23, 2023.
53. Likewise, the purported March 2023 statement from Financial
Institution #3 falsely made it appear that, on March 23, 2023, ECA had opened an
account and invested $8 million on Client A’s behalf in the federal money market
fund that Nash had specified in his recommendation to Client A.
54. All of these false account statements were material because they falsely
represented that ECA had executed the transactions that Client A had authorized on
March 23, 2023 when, in fact, ECA had not.
55. ECA never opened an account for the benefit of Client A at either
Financial Institution #2 or Financial Institution #3.
56. On March 31, 2023, rather than invest Client A’s funds in accordance
with Nash’s recommendation, Defendants made a final unauthorized transfer of $1

COMPLAINT
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million from Client A’s account at Financial Institution #1 to the ECA Funding
Account.
57. After purportedly opening these two new accounts for Client A in March
2023, Nash continued to prepare and send to Client A fabricated monthly account
statements from Financial Institutions #1, #2, and #3.
58. Nash fabricated these account statements to conceal and prevent Client
A from discovering Defendants’ misappropriation of $15.3 million of Client A’s
funds (inclusive of the $4.6 million that Nash misappropriated to purchase a home).
F. Defendants’ Fraud Is Revealed
59. On May 16, 2023, an ECA minority shareholder commenced a private
action against ECA in California state court.  The shareholder alleged that, in April
2023, the shareholder and ECA had entered into an agreement pursuant to which
ECA would repurchase the shareholder’s ECA shares for approximately $35 million.
According to the shareholder, ECA had been required, but had failed, to make
requisite payments under the agreement.
60. ECA did not answer or file any other response to the shareholder’s
complaint.
61. On July 26, 2023, the state court entered a default judgment against ECA
in the amount of $35 million.
62. In August 2023, Financial Institution #1 was served with a levy and writ
of execution of the state court’s judgment.  In September 2023, Financial
Institution #1 turned over the balances of accounts held by ECA, including Client A’s
FBO account, to the Orange County Sheriff’s Department.
63. On or about October 24, 2023, Nash informed Client A, for the first
time, that a levy had been placed on Client A’s account at Financial Institution #1 by
the Orange County Sheriff’s Department.
64. At Nash’s request, Client A completed a third-party claim form
confirming its ownership of the funds in Client A’s FBO account at Financial

COMPLAINT
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Institution #1.
65. Client A asked Nash to consolidate all of its funds in the account that
ECA purportedly held for Client A at Financial Institution #3.  Nash led Client A to
believe that he had executed the consolidation, notwithstanding the levy.
66. On November 2, 2023, Client A asked Nash to transfer $20 million –
nearly all of the funds that ECA purportedly managed for Client A – from Financial
Institution #3 to a non-ECA bank account held by Client A.
67. Nash falsely told Client A that he had executed the transfer, but he had
not, and the funds never appeared in Client A’s account.
68. On November 13, 2023, Nash sent a fabricated October 2023 account
statement for Financial Institution #3 to Client A.  The statement falsely stated that,
on October 24, 2023, Nash had closed Client A’s accounts at Financial Institutions #1
and #2 and transferred the funds to Financial Institution #3, in accordance with Client
A’s instruction.  According to the fabricated account statement, following the
purported transfers, ECA had invested approximately $21.3 million on Client A’s
behalf in the federal money market fund.
69. On November 14, 2023, Nash followed this up with fabricated
statements from Financial Institutions #1 and #2, falsely indicating the transactions
had happened.  In particular, the fabricated account statement from Financial
Institution #1 falsely reflected that on October 24, 2023, ECA had transferred
approximately $4.8 million from the account it held for Client A at Financial
Institution #1 to the account at Financial Institution #3.
70. The actual, historical monthly account statements generated by Financial
Institution #1 demonstrate that the account statements Nash sent to Client A were
false and reveal the scope of Defendants’ fraud.  They show that Defendants
misappropriated $15.3 million from Client A’s accounts between June 2022 and
March 2023.

COMPLAINT
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G. Defendants Acted with Scienter and Negligently in Carrying Out the
Scheme
71. ECA and Nash, whose conduct and mental state are imputed to ECA,
both acted with scienter in carrying out the scheme and in violating their fiduciary
duties to Client A, and failed to exercise the standard of care reasonably expected of
investment advisers in carrying out their fiduciary duties to Client A, including the
duty of loyalty and duty of care.
72. The scienter and negligence of ECA and Nash are demonstrated, in part,
by the following:
(a) Nash transferred $15.3 million out of Client A’s accounts without
authorization, including $4.6 million that Nash used to purchase a home.
(b) Nash recommended that Client A open accounts at two financial
institutions and sent fabricated account statements for those accounts, even
though Defendants never opened an account for Client A at either institution.
(c) Nash prepared and sent numerous other fabricated account
statements that omitted Defendants’ unauthorized transfers and concealed
Defendants’ misappropriation of $15.3 million of Client A’s funds.
H. Defendants Grossly Overstate ECA’s Assets Under Management
in a Report Filed with the SEC
73. A Form ADV is filed with the SEC by SEC-registered investment
advisers.  The Form ADV consists of two parts, both of which are publicly available
to clients and prospective clients once they are filed with the SEC.
74. Form ADV Part 1 requires the investment adviser to disclose, among
other things, the amount of the adviser’s regulatory assets under management
(“AUM”), and to identify any custodian that holds ten percent or more of the firm’s
AUM.  Form ADV Part 2 is a brochure that presents, in narrative form, key
information about the firm.  An investment adviser’s Form ADV must be updated
annually and made available to firm clients.

COMPLAINT
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75. In March 2022 and March 2023, ECA filed annual amendments to its
Forms ADV Part 1 and Part 2.
76. As the CEO and majority owner of ECA, Nash signed each of ECA’s
Forms ADV Part 1, certifying that the information presented therein was true and
correct “under penalty of perjury under the laws of the United States of America.”
Nash knew, or was reckless for not knowing, that he was responsible for the accuracy
of the information presented in each Form ADV Part 1.
77. In each of the ECA Forms ADV Part 1 referenced above, ECA identified
two custodians that held ten percent or more of the firm’s AUM: Financial Institution
#1 and Financial Institution #3.
78. However, as of the date relevant to each Form ADV, Financial
Institution #3 did not hold any assets managed by ECA.
79. In fact, there is no evidence that, as of the date relevant to each Form
ADV, ECA managed client accounts at any financial institution other than Financial
Institution #1.
80. According to the Form ADV Parts 1 and 2 that ECA filed with the SEC
in March 2022, ECA claimed to have $3,602,000,000 in AUM as of March 7, 2022.
81. This statement was materially false because, as of March 7, 2022, ECA
managed 92 accounts at Financial Institution #1 and the total value of those assets
was less than $62 million, approximately 1.7% of ECA’s claimed AUM.
82. According to the Form ADV Parts 1 and 2 that ECA filed with the SEC
in March 2023, ECA claimed to have $7,425,381,304 in AUM as of December 31,
2022.
83. This statement was materially false because, as of December 31, 2022,
ECA managed 101 accounts at Financial Institution #1 and the total value of those
assets was less than $85 million, approximately 1.1% of ECA’s claimed AUM.
84. ECA and Nash, whose conduct and mental state are imputed to ECA,
acted both willfully and recklessly when they falsely reported in the Forms ADV

COMPLAINT
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filed with the SEC that ECA had over $3.6 billion in AUM as of March 7, 2022, and
over $7.4 billion in AUM as of December 31, 2022.
FIRST CLAIM FOR RELIEF
Violations of Sections 206(1) and 206(2) of the Advisers Act
(Against all Defendants)
85. The SEC realleges and incorporates by reference paragraphs 1 through
84 above.
86. At all relevant times, Defendants were “investment advisers” within the
meaning of Section 202(a)(11) of the Advisers Act [15 U.S.C. § 80b-2(a)(11)].  Nash
and ECA were each in the business of providing investment advice concerning
securities for compensation.
87. By engaging in the conduct described above, Defendants, by use of the
mails or means and instrumentalities of interstate commerce, directly or indirectly,
knowingly or recklessly: (i) employed or are employing devices, schemes, or artifices
to defraud clients and/or potential clients; and (ii) engaged or are engaging in
transactions, practices, or courses of business which operate as a fraud or deceit upon
a client or prospective client.
88. By engaging in the conduct described above, Defendants violated, and
unless restrained and enjoined, are reasonably likely to continue to violate, Sections
206(1) and 206(2) of the Advisers Act [15 U.S.C. §§ 80b-6(1), 80b-6(2)].
SECOND CLAIM FOR RELIEF
Violation of Sections 207 of the Advisers Act
(Against all Defendants)
89. The SEC realleges and incorporates by reference paragraphs 1 through
84 above.
90. In the Forms   ADV that ECA filed with the SEC pursuant to Section 204
of the Advisers Act [15 U.S.C. § 80b-4] in March 2022 and March 2023, Defendants
willfully made untrue statements of a material fact.

COMPLAINT
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91. By engaging in the conduct described above, Defendants violated, and
unless restrained and enjoined will continue to violate, Section 207 of the Advisers
Act [15 U.S.C. § 80b-7].
PRAYER FOR RELIEF
WHEREFORE, the SEC respectfully requests that the Court:
I.
Issue findings of fact and conclusions of law that Defendants committed the
alleged violations.
II.
Issue judgments, in forms consistent with Rule 65(d) of the Federal Rules of
Civil Procedure, permanently enjoining Defendants, and their officers, agents,
servants, employees and attorneys, and those persons in active concert or
participation with any of them, who receive actual notice of the judgment by personal
service or otherwise, and each of them, from violating Sections 206(1), 206(2), and
207 of the Advisers Act [15 U.S.C. §§80b-6(1), 80b-6(2), & 80b-7].
III.
Order Defendants to disgorge all funds received as a result of their alleged
violations, with prejudgment interest thereon, pursuant to Sections 21(d)(5) and
21(d)(7) of the Securities Exchange Act of 1934 [15 U.S.C. §§ 78u(d)(5) &
78u(d)(7)].
IV.
Order Nash to pay civil penalties pursuant to Section 209(e) of the Advisers
Act [15 U.S.C. § 80b-9(e)].
V.
Retain jurisdiction of this action in accordance with the principles of equity and
the Federal Rules of Civil Procedure in order to implement and carry out the terms of
all orders and decrees that may be entered, or to entertain any suitable application or
motion for additional relief within the jurisdiction of this Court.

COMPLAINT
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VI.
Grant such other and further relief as this Court may determine to be just and
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JURY DEMAND
Pursuant to Federal Rule of Civil Procedure 38 and L.R. 38-1, the SEC
demands a trial by jury on all issues so triable.

Dated:  June 4 , 2025

 /s/ Robert C. Stillwell
Robert C. Stillwell
Gary Y. Leung
Attorney for Plaintiff
Securities and Exchange Commission

COMPLAINT 1 

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ROBERT C. STILLWELL (Cal. Bar No. 308630) 
Email:  [email protected] 
GARY Y. LEUNG (Cal. Bar No. 302928) 
Email: [email protected] 

Attorneys for Plaintiff 
Securities and Exchange Commission 
Gary Y. Leung, Associate Director 
Douglas M. Miller, Supervisory Trial Counsel 
444 S. Flower Street, Suite 900 
Los Angeles, California 90071 
Telephone: (323) 965-3998 
Facsimile: (213) 443-1904 

UNITED STATES DISTRICT COURT 

CENTRAL DISTRICT OF CALIFORNIA 

SECURITIES AND EXCHANGE 
COMMISSION, 

Plaintiff, 

vs. 

EL CAPITAN ADVISORS, INC. and 
ANDREW NASH, 

Defendants. 

Case No. 2:25-cv-05066 

COMPLAINT  

DEMAND FOR JURY TRIAL 

Plaintiff Securities and Exchange Commission (“SEC”) alleges: 

JURISDICTION AND VENUE 

1. The Court has jurisdiction over this action pursuant to Sections 209(d),

209(e)(1) and 214 of the Investment Advisers Act of 1940 (“Advisers Act”) [15 

U.S.C. §§ 80b-9(d), 80b-9(e)(1) & 80b-14]. 

2. Defendants have, directly or indirectly, made use of the means or

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

securities exchange in connection with the transactions, acts, practices and courses of 

business alleged in this complaint. 

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COMPLAINT 2  
 

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3. Venue is proper in this district pursuant to Section 214 of the Advisers 

Act [15 U.S.C. § 80b-14], because certain of the transactions, acts, practices and 

courses of conduct constituting violations of the federal securities laws occurred 

within this district.  In addition, venue is proper in this district because Defendant 

Andrew Daniel Nash resides in this district, and Defendant El Capitan Advisors, Inc. 

has its principal place of business in this district. 

SUMMARY 

4. Defendant El Capitan Advisors, Inc. (“ECA”) is an SEC-registered 

investment adviser, and Defendant Andrew Daniel Nash (collectively, “Defendants”) 

is ECA’s majority owner.  This civil enforcement action concerns Defendants’ 

fraudulent misappropriation of $15.3 million in advisory client funds.  In June 2021, 

ECA entered into an agreement with a public company (“Client A”) to provide cash 

management services.  ECA led Client A to believe that its money, which totaled tens 

of millions of dollars, was being held in accounts for the benefit of Client A at 

various financial institutions.  In reality, between June 2022 and March 2023, Nash 

transferred over $15 million out of Client A’s accounts and spent a large portion of 

that money on himself, using $4.6 million of Client A’s money to purchase a home.  

All of this was in breach of the fiduciary duty that ECA and Nash owed to Client A as 

investment advisers. 

5. Nash took extensive efforts to conceal his misappropriation.  Beginning 

in July 2022, Nash prepared and sent to Client A fabricated monthly account 

statements that concealed Defendants’ unauthorized transfers.  For example, in March 

2023, Nash recommended that Client A authorize Defendants to open new accounts 

for the benefit of Client A at two financial institutions and invest $8 million in a well-

known federal money market fund.  After Client A authorized the transfers, Nash sent 

Client A account statements that purportedly confirmed the authorized transactions 

had taken place.  However, each of the statements was a fabrication.  Defendants 

never opened new accounts for Client A.  Instead, Nash made a $1 million transfer at 

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COMPLAINT 3  
 

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the end of March 2023 that Client A had not authorized.  In all, between June 2022 

and March 2023, Defendants misappropriated a total of $15.3 million of Client A’s 

funds (inclusive of the $4.6 million that Nash used to purchase a home). 

6. Defendants also made false statements in the Forms ADV that ECA filed 

with the SEC in 2022 and 2023.  Nash signed these false filings on behalf of ECA 

knowing they were inaccurate.  For example, in the Form ADV that ECA filed in 

2022, ECA reported that it had over $3.6 billion in regulatory assets under 

management (“AUM”) as of March 7, 2022.  Then, in 2023, ECA reported that it had 

over $7.4 billion in AUM as of December 31, 2022.  Both these statements about 

ECA’s AUM were materially false and misleading.  ECA managed client accounts at 

a single financial institution.  According to financial records, as of March 7, 2022, the 

total value of the assets held in those accounts was less than $62 million, 

approximately 1.7% of ECA’s claimed AUM; as of December 31, 2022, the total was 

less than $85 million, approximately 1.1% of ECA’s claimed AUM. 

7. By engaging in this conduct, Defendants violated Sections 206(1), 

206(2), and 207 of the Advisers Act [15 U.S.C. §§80b-6(1), 80b-6(2), & § 80b-7].  

With this Complaint, the SEC seeks permanent injunctive relief and disgorgement 

with prejudgment interest against both Defendants, and civil penalties against Nash. 

DEFENDANTS 

8. El Capitan Advisors, Inc. is a Delaware corporation with its principal 

place of business in Santa Barabara, California.  ECA was formed in June 2018 and 

has been registered with the Commission since June 2, 2021. 

9. Andrew Daniel Nash, age 48, is a resident of Santa Barbara, California.  

Nash is the CEO and majority owner of ECA.  From at least 2021 until 2023, Nash 

worked as an investment adviser representative for ECA, provided investment advice 

to certain ECA clients, and was compensated for his services.  Nash holds a Series 65 

license. 

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COMPLAINT 4  
 

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RELEVANT ENTITY 

10. “Client A” is a Nevada-based public company engaged in a cannabis-

related industry. 

THE ALLEGATIONS 

A. ECA’s Business  

11. From at least 2021 until 2023, Defendants provided ECA clients with 

investment management and cash management services.  ECA clients could elect to 

receive either or both services.  

12. During this time period, Defendants were investment advisers within the 

meaning of Section 202(a)(11) of the Advisers Act [15 U.S.C. § 80b-2(a)(11)] 

because they held themselves out as being engaged in the business of providing, for 

compensation, investment advice as to the value of securities and as to the 

advisability of investing in, purchasing, and selling securities. 

13. Nash, on behalf of ECA, provided investment management services, 

advising ECA clients as to the advisability of investing in exchange-traded funds, 

mutual funds, bonds, and other investment options.  For these services, ECA 

generally charged an annual fee of 1% of a client’s assets under management. 

14. Defendants also provided cash management services to clients that faced 

difficulties establishing direct relationships with financial institutions due to, for 

example, a client’s ties to the cannabis industry. 

15. For cash-management clients, Defendants generally opened and 

maintained a savings or money market account that ECA held in its own name “for 

the benefit of” (or “FBO”) the client.  Under the terms of ECA’s cash-management 

agreements, ECA was authorized to effect transactions on behalf of the client in 

accordance with the client’s stated goals and objectives.  For these services, ECA 

generally charged a monthly fee of $250, plus a percentage of any gains realized in 

the account. 

16. As investment advisers, Defendants owed their clients both a fiduciary 

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COMPLAINT 5  
 

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duty of care and a fiduciary duty of loyalty.  Those fiduciary duties obligated 

Defendants to serve, at all times, the best interests of their clients and not subordinate 

those clients’ interests to their own.   

B. Client A Engages ECA  

17. On June 22, 2021, Client A entered into an agreement with ECA 

pursuant to which ECA would provide cash management services to Client A.  In the 

agreement, ECA represented that it was registered with the SEC as an “Investment 

Adviser” and committed to performing cash management services as a fiduciary of 

Client A.   

18. Client A authorized ECA to effect transactions on its behalf in 

accordance with Client A’s stated goals and objectives.   

19. For these services, ECA charged Client A what it described as a monthly 

“investment management fee” of $250 plus a percentage of the interest generated in 

any account that ECA held for the benefit of Client A. 

20. At the time that Client A engaged ECA, Client A relied upon ECA’s 

status as a registered investment adviser and its obligations as a fiduciary of Client A 

to manage Client A’s funds in the best interest of Client A.  Client A understood that 

ECA would not execute any transaction on behalf of Client A without Client A’s 

prior authorization. 

21. On June 29, 2021, ECA opened a money market account for the benefit 

of Client A at a bank (“Financial Institution #1”) where ECA held numerous 

accounts, including multiple FBO accounts.  ECA opened a second money market 

account for Client A at Financial Institution #1 in October 2021.  Transfers from 

these two accounts could only be made by ECA. 

22. Between June 2021 and September 2023, Client A deposited tens of 

millions of dollars into the accounts that ECA opened for its benefit at Financial 

Institution #1 and entrusted ECA with those funds. 

23. In the ordinary course of business, whenever Client A wished to make a 

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COMPLAINT 6  
 

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capital expenditure, ECA required, and Client A would provide, express authorization 

instructing ECA to execute a transfer on Client A’s behalf. 

24. Whenever Client A would instruct ECA to transfer funds to an outside 

recipient, Defendants would not transfer the funds directly from ECA’s account at 

Financial Institution #1, but would funnel those transfers through a “funding account” 

held by ECA at Financial Institution #1 (the “ECA Funding Account”), which 

Defendants used to receive and transfer funds held in ECA cash-management clients’ 

accounts.   

25. Hundreds of millions of dollars passed through the ECA Funding 

Account between 2021 and 2023. 

26. Because, as alleged more fully infra, Defendants provided investment 

advice as to the value of securities and as to the advisability of investing in securities 

to Client A, and compensated themselves through their repeated misappropriation of 

Client A’s funds, Defendants were Client A’s investment adviser within the meaning 

of Section 202(a)(11) of the Advisers Act. 

C. Nash Misappropriates $4.6 Million from Client A to Purchase a  

Home  

27. On June 15, 2022, Nash recommended that Client A authorize a transfer 

of $5 million from one of Client A’s money market accounts at Financial 

Institution #1 to the other.  Nash claimed that Client A’s funds would earn a higher 

rate of return in the latter account and Client A authorized the transfer. 

28. Defendants did not execute the transfer authorized by Client A. 

29. Instead, on June 27, 2022, Nash transferred $4.6 million from Client A’s 

account to the ECA Funding Account and, that same day, sent a wire transfer of $4.6 

million from the ECA Funding Account to a title company that was facilitating 

Nash’s purchase of a Santa Barbara home. 

30. Client A did not authorize the June 27, 2022 transfer. 

31. On June 29, 2022, Nash transferred an additional $400,000 from Client 

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COMPLAINT 7  
 

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A’s account to the ECA Funding Account. 

32. Client A did not authorize the June 29, 2022 transfer. 

D. Defendants Send Fabricated Account Statements to Client A and  

Make Further Unauthorized Transfers from Client A’s Account  

33. Beginning in July 2022, Nash prepared and sent to Client A fabricated 

monthly account statements that effectively concealed Nash’s fraudulent 

misappropriation of Client A’s funds. 

34. On July 18, 2022, Nash sent Client A an email that purported to attach 

the June 2022 account statement for each of Client A’s two money market accounts at 

Financial Institution #1.   

35. Each of the two statements reflected a purported transfer, on June 27, 

2022, of $5 million from Client A’s first money market account to the second, 

ostensibly confirming that ECA had executed the transfer in accordance with the 

authorization that Client A had provided to Nash. 

36. The fabricated statements that Nash sent to Client A on July 18, 2022, 

were materially false and misleading because they effectively concealed Nash’s 

misappropriation of funds from Client A’s account in June 2022.   

37. According to the statements that Nash sent to Client A, as of June 30, 

2022, ECA held a total of approximately $27 million for the benefit of Client A in its 

two money market accounts at Financial Institution #1.  In reality, at the time, the two 

accounts held a total of approximately $22 million. 

38. In the months that followed, Defendants made further unauthorized 

transfers from Client A’s accounts at Financial Institution #1. 

39. For example, on February 1, 2023, Nash closed Client A’s second 

money market account at Financial Institution #1, sending the account’s balance of 

approximately $5 million to the ECA Funding Account.   

40. Nash did not seek Client A’s authorization for the transaction, nor did 

Nash even inform Client A of the account’s closure.   

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COMPLAINT 8  
 

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41. To the contrary, in March 2023, Nash prepared and sent a fabricated 

statement to Client A that falsely stated that the account was open and still held over 

$10 million as of February 28, 2023. 

42. In all, between October 2022 and March 2023, Defendants made a total 

of $10.7 million in additional unauthorized transfers from Client A’s money market 

accounts to the ECA Funding Account at Financial Institution #1.   

43. These funds were subsequently commingled with other funds from 

ECA’s business and gradually dissipated, as Defendants executed transfers on behalf 

of other ECA cash-management clients using funds from the ECA Funding Account. 

44. Each month, until November 2023, Nash concealed all of this from 

Client A by preparing and sending to Client A materially false and misleading 

account statements that omitted these unauthorized transfers from Client A’s 

accounts. 

45. Because Client A had no direct dealings with Financial Institution #1, 

Nash’s fabricated account statements effectively prevented Client A from discovering 

Defendants’ misappropriation of Client A’s funds. 

E. Nash Recommends That Client A Purchase Securities to Further 

Enable and Conceal Defendants’ Misappropriation of Client A’s 

Funds  

46. In March 2023, Client A told Nash that it wished to diversify the 

financial institutions that were holding its funds. 

47. At the time, based on fabricated February 2023 account statements that 

Client A had received from Nash, Client A understood that it held a total of 

approximately $26.5 million in two accounts at Financial Institution #1.  In reality, 

following Defendants’ unauthorized transfers, Client A’s sole remaining account held 

less than $11.8 million as of February 28, 2023. 

48. Nash did not disclose the unauthorized transfers to Client A when it said 

it wished to diversify its holdings.  Instead, in response to Client A’s request, Nash 

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COMPLAINT 9  
 

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recommended that Client A invest $8 million in a money market account at Financial 

Institution #2. 

49. Separately, Nash recommended that Client A invest $8 million in a 

particular security through Financial Institution #3.  Specifically, Nash recommended 

that Client A invest in a well-known federal money market fund, which Nash 

identified by name and ticker symbol. 

50. On March 23, 2023, Client A authorized Nash to go forward with both 

investments. 

51. On April 10, 2023, Nash sent fabricated March 2023 account statements 

to Client A.  The statements falsely made it appear that, on March 23, 2023, ECA had 

transferred a total of $16 million out of Client A’s two accounts at Financial 

Institution #1 – notwithstanding that one of the accounts had been closed weeks 

earlier – to “new” accounts that ECA had opened for the benefit of Client A at 

Financial Institutions #2 and #3. 

52. The purported March 2023 statement from Financial Institution #2 

corroborated the false appearance, falsely showing that ECA had opened a money 

market account and invested $8 million for Client A on March 23, 2023. 

53. Likewise, the purported March 2023 statement from Financial 

Institution #3 falsely made it appear that, on March 23, 2023, ECA had opened an 

account and invested $8 million on Client A’s behalf in the federal money market 

fund that Nash had specified in his recommendation to Client A. 

54. All of these false account statements were material because they falsely 

represented that ECA had executed the transactions that Client A had authorized on 

March 23, 2023 when, in fact, ECA had not. 

55. ECA never opened an account for the benefit of Client A at either 

Financial Institution #2 or Financial Institution #3.   

56. On March 31, 2023, rather than invest Client A’s funds in accordance 

with Nash’s recommendation, Defendants made a final unauthorized transfer of $1 

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COMPLAINT 10  
 

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million from Client A’s account at Financial Institution #1 to the ECA Funding 

Account. 

57. After purportedly opening these two new accounts for Client A in March 

2023, Nash continued to prepare and send to Client A fabricated monthly account 

statements from Financial Institutions #1, #2, and #3. 

58. Nash fabricated these account statements to conceal and prevent Client 

A from discovering Defendants’ misappropriation of $15.3 million of Client A’s 

funds (inclusive of the $4.6 million that Nash misappropriated to purchase a home). 

F. Defendants’ Fraud Is Revealed  

59. On May 16, 2023, an ECA minority shareholder commenced a private 

action against ECA in California state court.  The shareholder alleged that, in April 

2023, the shareholder and ECA had entered into an agreement pursuant to which 

ECA would repurchase the shareholder’s ECA shares for approximately $35 million.  

According to the shareholder, ECA had been required, but had failed, to make 

requisite payments under the agreement. 

60. ECA did not answer or file any other response to the shareholder’s 

complaint. 

61. On July 26, 2023, the state court entered a default judgment against ECA 

in the amount of $35 million. 

62. In August 2023, Financial Institution #1 was served with a levy and writ 

of execution of the state court’s judgment.  In September 2023, Financial 

Institution #1 turned over the balances of accounts held by ECA, including Client A’s 

FBO account, to the Orange County Sheriff’s Department. 

63. On or about October 24, 2023, Nash informed Client A, for the first 

time, that a levy had been placed on Client A’s account at Financial Institution #1 by 

the Orange County Sheriff’s Department.   

64. At Nash’s request, Client A completed a third-party claim form 

confirming its ownership of the funds in Client A’s FBO account at Financial 

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COMPLAINT 11  
 

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Institution #1.   

65. Client A asked Nash to consolidate all of its funds in the account that 

ECA purportedly held for Client A at Financial Institution #3.  Nash led Client A to 

believe that he had executed the consolidation, notwithstanding the levy. 

66. On November 2, 2023, Client A asked Nash to transfer $20 million – 

nearly all of the funds that ECA purportedly managed for Client A – from Financial 

Institution #3 to a non-ECA bank account held by Client A.   

67. Nash falsely told Client A that he had executed the transfer, but he had 

not, and the funds never appeared in Client A’s account. 

68. On November 13, 2023, Nash sent a fabricated October 2023 account 

statement for Financial Institution #3 to Client A.  The statement falsely stated that, 

on October 24, 2023, Nash had closed Client A’s accounts at Financial Institutions #1 

and #2 and transferred the funds to Financial Institution #3, in accordance with Client 

A’s instruction.  According to the fabricated account statement, following the 

purported transfers, ECA had invested approximately $21.3 million on Client A’s 

behalf in the federal money market fund. 

69. On November 14, 2023, Nash followed this up with fabricated 

statements from Financial Institutions #1 and #2, falsely indicating the transactions 

had happened.  In particular, the fabricated account statement from Financial 

Institution #1 falsely reflected that on October 24, 2023, ECA had transferred 

approximately $4.8 million from the account it held for Client A at Financial 

Institution #1 to the account at Financial Institution #3. 

70. The actual, historical monthly account statements generated by Financial 

Institution #1 demonstrate that the account statements Nash sent to Client A were 

false and reveal the scope of Defendants’ fraud.  They show that Defendants 

misappropriated $15.3 million from Client A’s accounts between June 2022 and 

March 2023. 

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G. Defendants Acted with Scienter and Negligently in Carrying Out the 

Scheme 

71. ECA and Nash, whose conduct and mental state are imputed to ECA, 

both acted with scienter in carrying out the scheme and in violating their fiduciary 

duties to Client A, and failed to exercise the standard of care reasonably expected of 

investment advisers in carrying out their fiduciary duties to Client A, including the 

duty of loyalty and duty of care. 

72. The scienter and negligence of ECA and Nash are demonstrated, in part, 

by the following: 

(a) Nash transferred $15.3 million out of Client A’s accounts without 

authorization, including $4.6 million that Nash used to purchase a home. 

(b) Nash recommended that Client A open accounts at two financial 

institutions and sent fabricated account statements for those accounts, even 

though Defendants never opened an account for Client A at either institution. 

(c) Nash prepared and sent numerous other fabricated account 

statements that omitted Defendants’ unauthorized transfers and concealed 

Defendants’ misappropriation of $15.3 million of Client A’s funds. 

H. Defendants Grossly Overstate ECA’s Assets Under Management  

in a Report Filed with the SEC  

73. A Form ADV is filed with the SEC by SEC-registered investment 

advisers.  The Form ADV consists of two parts, both of which are publicly available 

to clients and prospective clients once they are filed with the SEC. 

74. Form ADV Part 1 requires the investment adviser to disclose, among 

other things, the amount of the adviser’s regulatory assets under management 

(“AUM”), and to identify any custodian that holds ten percent or more of the firm’s 

AUM.  Form ADV Part 2 is a brochure that presents, in narrative form, key 

information about the firm.  An investment adviser’s Form ADV must be updated 

annually and made available to firm clients. 

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75. In March 2022 and March 2023, ECA filed annual amendments to its 

Forms ADV Part 1 and Part 2. 

76. As the CEO and majority owner of ECA, Nash signed each of ECA’s 

Forms ADV Part 1, certifying that the information presented therein was true and 

correct “under penalty of perjury under the laws of the United States of America.”  

Nash knew, or was reckless for not knowing, that he was responsible for the accuracy 

of the information presented in each Form ADV Part 1. 

77. In each of the ECA Forms ADV Part 1 referenced above, ECA identified 

two custodians that held ten percent or more of the firm’s AUM: Financial Institution 

#1 and Financial Institution #3. 

78. However, as of the date relevant to each Form ADV, Financial 

Institution #3 did not hold any assets managed by ECA. 

79. In fact, there is no evidence that, as of the date relevant to each Form 

ADV, ECA managed client accounts at any financial institution other than Financial 

Institution #1. 

80. According to the Form ADV Parts 1 and 2 that ECA filed with the SEC 

in March 2022, ECA claimed to have $3,602,000,000 in AUM as of March 7, 2022. 

81. This statement was materially false because, as of March 7, 2022, ECA 

managed 92 accounts at Financial Institution #1 and the total value of those assets 

was less than $62 million, approximately 1.7% of ECA’s claimed AUM. 

82. According to the Form ADV Parts 1 and 2 that ECA filed with the SEC 

in March 2023, ECA claimed to have $7,425,381,304 in AUM as of December 31, 

2022.   

83. This statement was materially false because, as of December 31, 2022, 

ECA managed 101 accounts at Financial Institution #1 and the total value of those 

assets was less than $85 million, approximately 1.1% of ECA’s claimed AUM. 

84. ECA and Nash, whose conduct and mental state are imputed to ECA, 

acted both willfully and recklessly when they falsely reported in the Forms ADV 

Case 2:25-cv-05066     Document 1     Filed 06/04/25     Page 13 of 16   Page ID #:13



 

COMPLAINT 14  
 

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filed with the SEC that ECA had over $3.6 billion in AUM as of March 7, 2022, and 

over $7.4 billion in AUM as of December 31, 2022.   

FIRST CLAIM FOR RELIEF 

Violations of Sections 206(1) and 206(2) of the Advisers Act 

(Against all Defendants) 

85. The SEC realleges and incorporates by reference paragraphs 1 through 

84 above. 

86. At all relevant times, Defendants were “investment advisers” within the 

meaning of Section 202(a)(11) of the Advisers Act [15 U.S.C. § 80b-2(a)(11)].  Nash 

and ECA were each in the business of providing investment advice concerning 

securities for compensation. 

87. By engaging in the conduct described above, Defendants, by use of the 

mails or means and instrumentalities of interstate commerce, directly or indirectly, 

knowingly or recklessly: (i) employed or are employing devices, schemes, or artifices 

to defraud clients and/or potential clients; and (ii) engaged or are engaging in 

transactions, practices, or courses of business which operate as a fraud or deceit upon 

a client or prospective client. 

88. By engaging in the conduct described above, Defendants violated, and 

unless restrained and enjoined, are reasonably likely to continue to violate, Sections 

206(1) and 206(2) of the Advisers Act [15 U.S.C. §§ 80b-6(1), 80b-6(2)]. 

SECOND CLAIM FOR RELIEF 

Violation of Sections 207 of the Advisers Act 

(Against all Defendants) 

89. The SEC realleges and incorporates by reference paragraphs 1 through 

84 above. 

90. In the Forms ADV that ECA filed with the SEC pursuant to Section 204 

of the Advisers Act [15 U.S.C. § 80b-4] in March 2022 and March 2023, Defendants 

willfully made untrue statements of a material fact. 

Case 2:25-cv-05066     Document 1     Filed 06/04/25     Page 14 of 16   Page ID #:14



 

COMPLAINT 15  
 

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91. By engaging in the conduct described above, Defendants violated, and 

unless restrained and enjoined will continue to violate, Section 207 of the Advisers 

Act [15 U.S.C. § 80b-7]. 

PRAYER FOR RELIEF 

WHEREFORE, the SEC respectfully requests that the Court: 

I. 

Issue findings of fact and conclusions of law that Defendants committed the 

alleged violations. 

II. 

Issue judgments, in forms consistent with Rule 65(d) of the Federal Rules of 

Civil Procedure, permanently enjoining Defendants, and their officers, agents, 

servants, employees and attorneys, and those persons in active concert or 

participation with any of them, who receive actual notice of the judgment by personal 

service or otherwise, and each of them, from violating Sections 206(1), 206(2), and 

207 of the Advisers Act [15 U.S.C. §§80b-6(1), 80b-6(2), & 80b-7].   

III. 

Order Defendants to disgorge all funds received as a result of their alleged 

violations, with prejudgment interest thereon, pursuant to Sections 21(d)(5) and 

21(d)(7) of the Securities Exchange Act of 1934 [15 U.S.C. §§ 78u(d)(5) & 

78u(d)(7)].  

IV. 

Order Nash to pay civil penalties pursuant to Section 209(e) of the Advisers 

Act [15 U.S.C. § 80b-9(e)]. 

V. 

Retain jurisdiction of this action in accordance with the principles of equity and 

the Federal Rules of Civil Procedure in order to implement and carry out the terms of 

all orders and decrees that may be entered, or to entertain any suitable application or 

motion for additional relief within the jurisdiction of this Court. 

Case 2:25-cv-05066     Document 1     Filed 06/04/25     Page 15 of 16   Page ID #:15



 

COMPLAINT 16  
 

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VI. 

Grant such other and further relief as this Court may determine to be just and 

necessary. 

JURY DEMAND 

Pursuant to Federal Rule of Civil Procedure 38 and L.R. 38-1, the SEC 

demands a trial by jury on all issues so triable. 

 
Dated:  June 4, 2025 

 

 /s/ Robert C. Stillwell 
Robert C. Stillwell 
Gary Y. Leung 
Attorney for Plaintiff 
Securities and Exchange Commission 

 

 

 

 

Case 2:25-cv-05066     Document 1     Filed 06/04/25     Page 16 of 16   Page ID #:16


	A. ECA’s Business
	B. Client A Engages ECA
	C. Nash Misappropriates $4.6 Million from Client A to Purchase a
	Home
	D. Defendants Send Fabricated Account Statements to Client A and
	Make Further Unauthorized Transfers from Client A’s Account
	E. Nash Recommends That Client A Purchase Securities to Further Enable and Conceal Defendants’ Misappropriation of Client A’s Funds
	F. Defendants’ Fraud Is Revealed
	G. Defendants Acted with Scienter and Negligently in Carrying Out the Scheme
	(a) Nash transferred $15.3 million out of Client A’s accounts without authorization, including $4.6 million that Nash used to purchase a home.
	(b) Nash recommended that Client A open accounts at two financial institutions and sent fabricated account statements for those accounts, even though Defendants never opened an account for Client A at either institution.
	(c) Nash prepared and sent numerous other fabricated account statements that omitted Defendants’ unauthorized transfers and concealed Defendants’ misappropriation of $15.3 million of Client A’s funds.
	H. Defendants Grossly Overstate ECA’s Assets Under Management
	in a Report Filed with the SEC