The Securities and Exchange Commission announced charges against Tustin, California-based airplane parts manufacturer Elite Aerospace Group, Inc. and seven individuals for their participation in two fraudulent securities offerings that raised a total of $70 million.

The SEC's complaint, filed in the U.S. District Court for the Central District of California, alleges that recidivist Michael P. Owens set up and controlled a boiler room that raised approximately $67 million from investors in Elite between 2014 and summer 2018. The complaint alleges that Owens operated the boiler room with the knowledge of Elite's executive officers, Dustin B. Tillman and Zeeshawn S. Zia, and assistance from his associates, Dawson L. Davenport (also a recidivist) and Andrea J. Lindstrom. The SEC alleges that Elite paid undisclosed commissions of about 15% per investment to unregistered salespeople, failed to properly disclose to investors that approximately 30% of offering proceeds were used to pay offering costs, and that Owens, Davenport, Lindstrom, Tillman, and Zia took steps to conceal these omissions. The SEC's complaint also alleges that Davenport, Lindstrom, Tillman, and Zia made misrepresentations to Elite investors regarding the status of an acquisition and the status of Elite's financial audit, and that Owens acted as an unregistered broker.

The complaint also alleges that Owens' company, RMMH, LLC, conducted a separate unregistered and unauthorized offering of Elite common stock in 2017. According to the SEC, RMMH sold Elite shares it owned to about 20 investors, raising approximately $2 million, but Owens and his affiliates concealed the offering from Tillman and Zia. In order to provide purchasers in the RMMH offering with their stock certificates, defendants Owens, Davenport, Lindstrom, Robert Gunton, and Julie Yale schemed to generate Elite stock certificates and use the signature stamps of Tillman and Zia without their authorization.

The SEC's complaint charges Davenport, Elite, Gunton, Lindstrom, Owens, Tillman, Yale, and Zia with violating the antifraud provisions of Sections 17(a)(1) and (3) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 and Rules 10b-5(a) and (c) thereunder. Elite, Tillman, and Zia are also charged with violations of the antifraud provision of Rule 10b-5(b). Gunton, Owens, and Yale are charged with violating the securities registration provisions of Sections 5(a) and (c) of the Securities Act, and Owens is also charged with violating the broker registration provisions of Section 15(a) of the Exchange Act. The SEC's complaint seeks relief including permanent injunctions, disgorgement of ill-gotten gains plus interest, penalties, and penny stock and officer and director bars.

The SEC's investigation was conducted by Sara Kalin and Dora Zaldivar of the Los Angeles Regional Office, and was supervised by Marc Blau. The litigation will be led by Kathryn Wanner.