SEC v. Jerry D. Guess; and Guess & Co. Corporation, Inc., No. 8:24-cv-00172, District of Nebraska (May 14, 2024) — Complaint

IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF NEBRASKA

UNITED STATES SECURITIES AND          Case No.  8:24-cv-172
EXCHANGE COMMISSION,

                         Plaintiff,
v.
       COMPLAINT, JURY DEMAND,
JERRY D. GUESS and GUESS &  AND PLACE OF TRIAL
CO. CORPORATION, INC., DESIGNATION

                   Defendants.

INTRODUCTION
1. From at least June 2021 through April 2022, Defendant Jerry D. Guess, a convicted
felon,  and  his  company,  Guess  &  Co.  Corporation,  Inc.  (“Guess  &  Co.”   or  “the  Company”),
conducted a fraudulent offering of Guess & Co. stock (“the Offering”).
2. During the Offering, the Defendants made multiple false and misleading statements
of material facts to at least 57 prospective investors in at least 12 states and one foreign country to
solicit them to invest in Guess & Co. stock.
3. The Defendants falsely represented to prospective investors that Guess & Co. was
a diversified energy, health care, technology, and real estate company that had earned millions of
dollars in revenue from its business operations in 2019 to 2021, and they misleadingly projected
the Company would earn billions in revenue in both 2021 and 2022.
4. In  reality,  Guess  &  Co. had  no  operations,  customers,  or  business revenue  other
than the sales of 19 computers to electronics re-sale shops for $14,654.

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5. Although no  investors  to  date  have  purchased  Guess  &  Co.  stock, permanent
injunctions, an officer and director bar against Guess, and civil penalties are necessary to protect
the public and to prevent and deter Defendants from future violations of the federal securities laws
as discussed below.
VIOLATIONS AND RELIEF REQUESTED
6. By  committing  the  acts  alleged  in  this  Complaint,  the  Defendants  directly  and
indirectly engaged in, and unless restrained and enjoined by the Court will continue to engage in,
acts, transactions, practices, and courses of business that violate the anti-fraud provisions of the
federal securities laws, specifically Section 17(a) of the Securities Act of 1933 (“Securities Act”)
[15 U.S.C. § 77q(a)].
7. Plaintiff, the Securities and Exchange Commission (“SEC”), brings this action in
the public interest to deter the Defendants from repeating their fraudulent conduct in the future.
Specifically, the SEC seeks permanent injunctions against each Defendant, an officer and director
bar against  Guess,  civil  penalties  against  each  Defendant,  and  all  other  equitable  and  ancillary
relief to which the Court determines the SEC is entitled.
JURISDICTION
8. This 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)].
9. Defendants,  directly  or  indirectly,  made  use  of  the  means  or  instruments  of
transportation  or  communication  in  interstate  commerce  and  the  mails,  in  connection  with  the
transactions, acts, practices, and courses of business alleged herein.

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10. Venue is proper in this district pursuant to Section 22(a) of the Securities Act [15
U.S.C. § 77v(a)].  Certain of the transactions, acts, practices, and courses of business constituting
violations of the federal securities laws occurred within this district.
THE DEFENDANTS
11. Jerry D. Guess, age 39, is the founder, president, chief executive officer, chairman,
and a shareholder of Guess & Co.  He served as president and chairman of Guess & Co. throughout
the Offering.  He served as the chief executive officer of Guess & Co. during the first seven months
of the Offering, until December 2021, when he appointed Individual No. 1 to that position.  In July
2022, Guess resumed the role of chief executive officer.  During the Offering and as recently as at
least March 2024 Guess resided in Falls City, Nebraska.
12. Guess & Co. Corporation, Inc. is a North Carolina corporation.  Guess & Co. has
moved  its  principal  place  of  business  several  times  since  February 2021, often  upon  threat  of
eviction for non-payment of rent.  Since February 2021, it has had its principal place of business
in Osage Beach, Missouri, Overland Park, Kansas, Topeka, Kansas, La Vista, Nebraska, Kansas
City,  Missouri,  Raleigh,  North  Carolina,  and  Olathe,  Kansas.    Guess  &  Co. purports  to  be  a
diversified energy, health care, technology, and real estate company committed to revitalizing rural
America.  It has incorporated over 100 subsidiaries.    None of these subsidiaries has conducted any
operations.
GUESS’S HISTORY
13. In  2006,  Guess  was  convicted in Indiana  of  misdemeanor  check  fraud.   State  v.
Guess, 37D01-0503-FD-000038 (Ind.Sup.Ct. 2006).
14. In 2008, Guess was sued in the U.S. District Court for the Western District of North
Carolina for allegedly defrauding a real estate developer out of $375,000 in connection with an

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advanced fee loan scheme Guess operated. Portales Place Property, LLC v. Guess, 3:08-cv-143
(W.D.N.C. 2008).  After he failed to appear for a contempt hearing in that matter, the court issued
an Order of Arrest for Criminal Contempt, and Guess fled to Canada in May 2008.
15. Guess remained  a  fugitive  in  Canada  until  2011, when  he  was  deported  to  the
United States.
16. In 2011, Guess pled guilty to charges of wire fraud and filing false tax returns by
the U.S. Attorney for the Western District of North Carolina in connection with the advanced fee
loan  scheme  referred  to  in Paragraph 14,  above.    In  2012,  Guess  was  sentenced  to  a  51-month
prison term and ordered to pay restitution of $2,371,401.  U.S. v. Guess, 3:10-CR145 (W.D. N.C.
2010).   Guess’s  supervised  release  in  that  case  was  terminated  in  2015  and  his  sentence  was
extended by nine months for failure to abide by the terms of his release.  His sentence was extended
another nine months for the same reason in 2016.  He was released from prison in 2017.
GUESS CONTROLLED GUESS & CO.
17. Guess founded and controlled Guess & Co.  During 2021 through 2022, Guess &
Co. had between five and twenty employees and a board of directors with seven or eight members
comprised of Guess, Individual No. 1, and five or six outside directors.
18. Guess was the only person who could hire, promote, or fire employees and direct
their  daily  activities.   Much  of  what  the  employees  did  was  clerical  in  nature,  such  as  entering
invoices  into  Guess  &  Co.’s  internal  accounting  system.    He  recruited  all  the  outside  board
members.  The Guess & Co. Board acted as a rubber stamp for Guess.
19. Guess also controlled Guess & Co.’s finances and was the final decision maker on
Guess & Co.’s expenditures.
20. Guess decided how and from whom Guess & Co. sought to raise capital.

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21. Guess  drafted,  approved,  and  distributed  all  emails  to  prospective  investors.  He
approved  and  distributed  Guess  &  Co.’s  business  plans  and  private  placement  memorandum  to
prospective investors, in connection with the Offering of Guess & Co. stock in 2021 through 2022.
He also drafted and approved the Form D and Amended Forms D that Defendants filed with the
SEC in 2021 and 2022.  On information and belief, Guess controlled and approved the content of
the Guess & Co. website.
22. Neither the Board members nor employees participated in drafting or distributing
the Guess & Co. offering documents, SEC filings, or emails to prospective investors.
23. Guess often conducted Guess & Co. business remotely from his residence in Falls
City, Nebraska.  This included, but was not limited to, receiving and sending emails (including to
prospective investors), accessing and placing orders in Guess & Co.’s bank accounts through the
internet, and calling Guess & Co. employees about Guess & Co.-related activities.
THE DEFENDANTS’  FRAUDULENT OFFERING OF GUESS & CO. STOCK
24.
From at least June 2021 through April 2022, Guess and Guess & Co. conducted a
fraudulent  offering  of securities  in  the  form  of  shares  of  Guess  &  Co.  stock  to  at  least  57
prospective investors residing in at least 12 states and one foreign country.

25.
In connection with the Offering, Guess & Co., through Guess, filed a Form D with
the SEC in October 2021 in which it disclosed that it was conducting a $125 million offering of
Guess & Co. stock. Guess & Co. raised the size of the Guess & Co. Offering to $250 million in its
January 2022 Amended Form D.

26.
From at least June 2021 through April 2022, Guess sent unsolicited emails to these
prospective investors  inviting  them  to  purchase  shares  of  Guess  &  Co.  stock.   The prospective
investors included investment banks, investment advisers, brokers, dealers, and hedge funds.

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27. Guess was the only person to send emails soliciting the purchase of Guess & Co.
stock.
28. In the emails, Guess represented that Guess & Co. was “committed to revitalizing
and serving Rural America through energy, health care, technology, and real estate.”  Guess further
stated that Guess & Co. was offering its stock for sale and invited the recipient to invest and/or to
contact Guess for additional information.
29. In some instances, Guess asked the prospective investor to invest a specific amount,
often $1 million.
30. In emails to at least 25 of the prospective investors, Guess either attached various
versions of Guess & Co.’s business plan or private placement memorandum or gave the recipient
cloud access to those documents.
31. Guess  &  Co.’s  business  plan  and  private  placement  memorandum,  which  were
written or approved by Guess, contained false and misleading statements of material fact.
32. At   least   five   prospective   investors   responded   to   Guess   seeking   additional
information about Guess & Co. and the Defendants’ offering of Guess & Co.’s stock.
33. At least three prospective investors later met or spoke on the phone with Guess to
discuss investing in Guess & Co. stock.
34. In  addition  to  soliciting  prospective  investors  directly,  Guess  asked at  least  four
investment banks and an investment adviser to help him solicit investors to buy Guess & Co. stock.
Guess also asked two of these firms to invest themselves.
35. Guess  emailed  these  firms,  briefly  describing Guess  &  Co.’s purported  lines  of
business  and  asking for  their  assistance  in  raising  investor  funds.    In  at  least  three  emails,   he
provided specific target investment figures, ranging from $7.5 million to $50 million.  He provided

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three  of  the  firms  with  the  Guess  &  Co.  business  plan,  which  contained  false  and  misleading
statements of material fact.  All the firms either declined to participate or did not respond to Guess.
DEFENDANTS’ FALSE AND MISLEADING STATEMENTS
36. In emails, Guess & Co. business plans, private placement memoranda, the Guess
& Co. website, and in the Form D and Amended Forms D that they filed with the SEC, Defendants
made false and misleading statements of material fact related to Guess & Co.’s    purported business
operations and annual revenue for the years 2019 through 2021.
Business Operations
37. In  emails, business  plans,  private  placement  memoranda,  and  the  Guess  &  Co.
website, Defendants described Guess & Co. as a “diversified energy, health care, technology, and
real  estate  company  that  is  focused  on  revitalizing  and  serving  Rural  America”  and  working  to
position  itself  to  be  a  leader  in  those  areas.   The Guess  &  Co.  website  stated  that  Guess  &  Co.
“provides  technology,  real  estate,  energy,  and  health  care  solutions  to  communities,  small
businesses, corporations and governments.”
38. In Guess & Co. business plans and private placement memoranda, the Defendants
represented that Guess & Co. had “core” revenue operations focused on “providing micro-grids;
developing  and  operating  mega  rural  hospitals;  developing  and  operating  data  centers  and
providing cloud solutions; and developing and operating master planned Class A mixed-use real
estate  communities  that  convert  rural  communities  to  new  smart  cities  that  are  incorporated  as
municipalities.”  Guess & Co.’s business plans also claimed to have a wide range of “non-core”
revenue   operations,   including   providing   consulting   services,   reselling   equipment,   trading
commodities, owning and operating private prison facilities, as well as providing intelligence and
security services, payment processing services, litigation support, call center support, and capital

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financing to private companies, municipalities, and Native American tribes.  The Business Plans
also stated that Guess & Co. “plans to become public-traded via direct listing on Nasdaq . . . and
has reserved the symbol: GACO.”
39. From  2019 until  April  2022, when  Guess  appears  to  have  stopped  soliciting
investors, Guess  &  Co.  did  not  operate  the  purported  businesses  described  in  the  Defendants’
offering documents and marketing materials.
40. Guess & Co.’s only customers during the period of the Guess & Co. Offering were
four electronics resale shops to whom Guess & Co. sold a total of 19 computers for approximately
$14,654.  The first of these sales occurred in November 2021, approximately five months after the
Offering began, when Guess & Co. sold two computers for $450.  Guess & Co. sold the other 17
computers between January and April 2022.
41. According to Guess & Co. internal records, it purportedly also sold $9.8 million of
products and services to six customers from 2019 to 2021.  G uess & Co’s internal records labeled
these supposed sales as “monthly advisory fees,” “annual engagement fees,” and “Unified Cloud
Solutions.”
42. None of these transactions were legitimate, if in fact any of them occurred at all.
43. Five of the purported customers are entities that are owned and controlled by Guess
and the other is owned and controlled by Individual No. 1.
44. The Defendants were able to produce to the SEC a sales contract for only one of
the purported transactions.
45. Guess & Co. employees and board members saw no evidence that Guess & Co. had
any employees or contractors who could provide cloud solutions products or services or that these
purported customers had any operations.

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46. Guess & Co. received no payments from these six purported customers during the
relevant time period and had not received any payments through at least October 2023.
Annual Revenue
47. In 2021 and 2022, the Defendants provided prospective investors purported figures
for Guess & Co.’s annual revenue from business operations for the years 2019, 2020, and 2021.
For 2019, Guess & Co.’s business plans and private placement memoranda reported revenue of
$120,978.  For 2020, some of Guess & Co.’s business plans and private placement memoranda
reported revenue of $1,141,982, while others reported revenue of $5,783,912.  For 2021, Guess &
Co.’s business plans and private placement memoranda reported revenue of $7,630,216. The Form
D and Amended Form D filed by Guess & Co. in October 2021 and the Amended Form D filed in
January 2022 stated that Guess & Co. had earned annual revenue in the range of between $5 million
and $25 million.
48. All of these annual revenue figures were false.  As described above, Guess & Co.
had no  real  sales  between  2019  and  2021  other  than  the  sale  of  two  computers  for  $450  in
November 2021.

Guess & Co.’s Financial Projections
49. The  Guess  &  Co.  business  plans  that  Defendants  distributed  to  prospective
investors between June 2021 and March 2022 contained false and misleading statements related
to its quarterly and annual revenue and net income projections for 2021 and 2022.
50. The business plans,  which  were  published  in  June,  July,  October,  and  December
2021 and in March 2022, projected various amounts of revenue and net income including:
• $4 billion in annual revenue for 2021 and 2022
• $575 million in annual net income for 2021 and 2022

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• A range of $1 million to $4 billion in quarterly revenue for 2021
• A range of ($22.5 million) to $598 million in quarterly net loss/income for 2021.
51. These  projections  omitted  material  information  such  that  they  were  materially
misleading  to  a  reasonable  investor when  considered in  context with  the omitted  material. The
Defendants  had  no  reasonable  basis  to  believe  the  projected  revenue,  net income,  and net  loss
figures they included in the business plans they distributed to prospective investors.  As discussed
above,  Guess  &  Co. had  no  customers  or  revenue,  other  than  in  connection  with  a  handful  of
computer sales.    The Company also did not have the types or numbers of facilities or employees
necessary  to  manufacture,  distribute,  or  provide  its  purported  products  or  services,  let  alone  for
millions or billions of dollars in revenue and net income.
52. Indeed, in a November 1, 2021 email to Guess & Co.’s employees, Guess said that
in the 40 business days remaining in 2021, they needed to generate an average daily revenue of
$100 million to achieve $4 billion in annual revenue.
53. Guess  sent  a  similar  email  on  December  6,  2021, in  which  he  said  that in  the
remaining  20  business  days  of  2021  they  needed  to  generate  an  average  daily  revenue  of  $200
million to achieve $4 billion.
54. Though he did not explicitly state it, Guess’s emails implicitly acknowledge that
Guess & Co. had not yet generated any revenue in 2021.
55. Guess  and  Guess  &  Co.  did  not  succeed  in  selling  any  shares  of  stock  in  the
Offering.

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COUNT I
FRAUDULENT SCHEME IN THE OFFER AND SALE OF SECURITIES
Violations of Section 17(a)(1) of the Securities Act [15 U.S.C. § 77q(a)(1)]

56. The SEC repeats, realleges, and incorporates by reference paragraphs 1 through 55,
as though fully set forth therein.
57. By  engaging  in  the  acts  and  conduct  described  in  this  Complaint,  Defendants,
directly  or  indirectly,  in  the  offer  or  sale  of  securities,  by  use  of  the  means  or  instruments  of
transportation  or  communication  in  interstate  commerce  and the  mails,  used  and  employed
devices, schemes, or artifices to defraud.
58. Defendants engaged in the fraudulent conduct described above intentionally or with
severe recklessness.
59. By  reason  of  the  foregoing,  Defendants,  directly  or  indirectly,  violated,  are
violating, and, unless enjoined, will continue to violate Section 17(a)(1) of the Securities Act [15
U.S.C. § 77q(a)(1)].
COUNT II

TRANSACTIONS, PRACTICES AND COURSES OF BUSINESS
THAT OPERATED OR WOULD OPERATE AS A FRAUD AND DECEIT
IN THE OFFER AND SALE OF SECURITIES
Violations of Section 17(a)(3) of the Securities Act [15 U.S.C. § 77q(a)(3)]
60. The SEC repeats, realleges, and incorporates by reference paragraphs 1 through 55,
as though fully set forth therein.
61. By  engaging  in  the  acts  and  conduct  described  in  this  Complaint,  Defendants,
directly  or  indirectly,  in  the  offer  or  sale  of  securities,  by  use  of  the  means  or  instruments  of
transportation or communication in interstate commerce and the mails, engaged in transactions,
practices, or courses of business which operated or would operate as a fraud and deceit upon the

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purchaser.
62. Defendants engaged in the fraudulent conduct described above intentionally, with
severe recklessness, or negligently.
63. By  reason  of  the  foregoing,  Defendants,  directly  or  indirectly,  violated,  are
violating, and, unless enjoined, will continue to violate Section 17(a)(3) of the Securities Act [15
U.S.C. § 77q(a)(3)].
PRAYER FOR RELIEF
WHEREFORE, the SEC respectfully requests that this Court:
I.
Find that Defendants committed the violations charged and alleged herein.
II.
Issue a permanent injunction restraining and enjoining Defendants, their officers, agents,
servants, employees, attorneys and those persons in active concert or participation with them, who
receive actual notice of the Order, by personal service or otherwise, and each of them from, directly
or indirectly, engaging in transactions, acts, practices or courses of business described above, or
conduct of similar purport and object, in violation of Section 17(a) of the Securities Act.
III.
 Issue a permanent conduct-based injunction enjoining Guess, his officers, agents, servants,
employees, attorneys and those persons in active concert or participation with them, who receive
actual notice of the Order, by personal service or otherwise, and each of them from, directly or
indirectly, including, but not limited to, through any entity owned or controlled by Guess or Guess
& Co., participating in the issuance, purchase, offer, or sale of any security, provided, however
that  such  injunction  shall  not  prevent  Guess  from  purchasing  or  selling  securities  listed  on  a

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national exchange for his own personal account.
IV.
 Issue  a  permanent  conduct-based  injunction  enjoining  Guess  &  Co.,  its  officers,  agents,
servants, employees, attorneys and those persons in active concert or participation with them, who
receive actual notice of the Order, by personal service or otherwise, and each of them from, directly
or  indirectly,  including,  but  not  limited  to,  through  any  entity  owned  or  controlled  by  Guess  or
Guess & Co., participating in the issuance, purchase, offer, or sale of any security.
V.
 Permanently prohibit Guess from serving as an officer or director of any company that has
a class of securities registered under Section 12 of the Securities Exchange Act of 1934 (“Exchange
Act”) [15 U.S.C. § 78l] or that is required to file reports under Section 15(d) of the Exchange Act
[15 U.S.C. § 78o(d)], pursuant to Securities Act Section 20(e) [15 U.S.C. § 77t(e)] and Exchange
Act Section 21(d)(2) [15 U.S.C. § 78u(d)(2)].
VI.
Issue an Order imposing upon Defendants appropriate civil penalties pursuant to Section
20(d) of the Securities Act [15 U.S.C. § 77t(d)].
VII.
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

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the jurisdiction of this Court.
VIII.
Grant such orders for further relief the Court deems appropriate.

JURY DEMAND
Pursuant to Rule 38 of the Federal Rules of Civil Procedure, the SEC hereby requests a
trial by jury and that the trial of this matter take place in Omaha, Nebraska.
Dated:  May 9, 2024       Respectfully submitted,

s/ John E. Birkenheier
JOHN E. BIRKENHEIER
        Illinois ARDC No. 6270993
        Direct phone: (312) 886-3947
        [email protected]
       JAMES G. O’KEEFE
Illinois ARDC No. 6293490
Direct phone: (312) 886-2239
O’[email protected]
U.S. Securities and Exchange Commission
175 W. Jackson Blvd., Suite 1450
       Chicago, IL 60604

       Attorneys for Plaintiff
        U.S. Securities and Exchange Commission

IN THE UNITED STATES DISTRICT COURT 
FOR THE DISTRICT OF NEBRASKA 

 
 
UNITED STATES SECURITIES AND          Case No.  8:24-cv-172 
EXCHANGE COMMISSION, 

 
                         Plaintiff, 

v.     
       COMPLAINT, JURY DEMAND,  
JERRY D. GUESS and GUESS &  AND PLACE OF TRIAL 
CO. CORPORATION, INC., DESIGNATION 

 
                   Defendants.  

 

 

INTRODUCTION 

1. From at least June 2021 through April 2022, Defendant Jerry D. Guess, a convicted 

felon, and his company, Guess & Co. Corporation, Inc. (“Guess & Co.” or “the Company”), 

conducted a fraudulent offering of Guess & Co. stock (“the Offering”).   

2. During the Offering, the Defendants made multiple false and misleading statements 

of material facts to at least 57 prospective investors in at least 12 states and one foreign country to 

solicit them to invest in Guess & Co. stock.   

3. The Defendants falsely represented to prospective investors that Guess & Co. was 

a diversified energy, health care, technology, and real estate company that had earned millions of 

dollars in revenue from its business operations in 2019 to 2021, and they misleadingly projected 

the Company would earn billions in revenue in both 2021 and 2022.   

4. In reality, Guess & Co. had no operations, customers, or business revenue other 

than the sales of 19 computers to electronics re-sale shops for $14,654.  

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5. Although no investors to date have purchased Guess & Co. stock, permanent 

injunctions, an officer and director bar against Guess, and civil penalties are necessary to protect 

the public and to prevent and deter Defendants from future violations of the federal securities laws 

as discussed below.   

VIOLATIONS AND RELIEF REQUESTED 

6. By committing the acts alleged in this Complaint, the Defendants directly and 

indirectly engaged in, and unless restrained and enjoined by the Court will continue to engage in, 

acts, transactions, practices, and courses of business that violate the anti-fraud provisions of the 

federal securities laws, specifically Section 17(a) of the Securities Act of 1933 (“Securities Act”) 

[15 U.S.C. § 77q(a)].   

7. Plaintiff, the Securities and Exchange Commission (“SEC”), brings this action in 

the public interest to deter the Defendants from repeating their fraudulent conduct in the future.  

Specifically, the SEC seeks permanent injunctions against each Defendant, an officer and director 

bar against Guess, civil penalties against each Defendant, and all other equitable and ancillary 

relief to which the Court determines the SEC is entitled.  

JURISDICTION 

8. This 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)].   

9. Defendants, directly or indirectly, made use of the means or instruments of 

transportation or communication in interstate commerce and the mails, in connection with the 

transactions, acts, practices, and courses of business alleged herein. 

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10. Venue is proper in this district pursuant to Section 22(a) of the Securities Act [15 

U.S.C. § 77v(a)].  Certain of the transactions, acts, practices, and courses of business constituting 

violations of the federal securities laws occurred within this district.   

THE DEFENDANTS 

11. Jerry D. Guess, age 39, is the founder, president, chief executive officer, chairman, 

and a shareholder of Guess & Co.  He served as president and chairman of Guess & Co. throughout 

the Offering.  He served as the chief executive officer of Guess & Co. during the first seven months 

of the Offering, until December 2021, when he appointed Individual No. 1 to that position.  In July 

2022, Guess resumed the role of chief executive officer.  During the Offering and as recently as at 

least March 2024 Guess resided in Falls City, Nebraska.   

12. Guess & Co. Corporation, Inc. is a North Carolina corporation.  Guess & Co. has 

moved its principal place of business several times since February 2021, often upon threat of 

eviction for non-payment of rent.  Since February 2021, it has had its principal place of business 

in Osage Beach, Missouri, Overland Park, Kansas, Topeka, Kansas, La Vista, Nebraska, Kansas 

City, Missouri, Raleigh, North Carolina, and Olathe, Kansas.  Guess & Co. purports to be a 

diversified energy, health care, technology, and real estate company committed to revitalizing rural 

America.  It has incorporated over 100 subsidiaries.  None of these subsidiaries has conducted any 

operations.  

GUESS’S HISTORY  

13. In 2006, Guess was convicted in Indiana of misdemeanor check fraud.  State v. 

Guess, 37D01-0503-FD-000038 (Ind.Sup.Ct. 2006).   

14. In 2008, Guess was sued in the U.S. District Court for the Western District of North 

Carolina for allegedly defrauding a real estate developer out of $375,000 in connection with an 

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4 

advanced fee loan scheme Guess operated. Portales Place Property, LLC v. Guess, 3:08-cv-143 

(W.D.N.C. 2008).  After he failed to appear for a contempt hearing in that matter, the court issued 

an Order of Arrest for Criminal Contempt, and Guess fled to Canada in May 2008. 

15. Guess remained a fugitive in Canada until 2011, when he was deported to the 

United States.  

16. In 2011, Guess pled guilty to charges of wire fraud and filing false tax returns by 

the U.S. Attorney for the Western District of North Carolina in connection with the advanced fee 

loan scheme referred to in Paragraph 14, above.  In 2012, Guess was sentenced to a 51-month 

prison term and ordered to pay restitution of $2,371,401.  U.S. v. Guess, 3:10-CR145 (W.D. N.C. 

2010).  Guess’s supervised release in that case was terminated in 2015 and his sentence was 

extended by nine months for failure to abide by the terms of his release.  His sentence was extended 

another nine months for the same reason in 2016.  He was released from prison in 2017. 

GUESS CONTROLLED GUESS & CO. 

17. Guess founded and controlled Guess & Co.  During 2021 through 2022, Guess & 

Co. had between five and twenty employees and a board of directors with seven or eight members 

comprised of Guess, Individual No. 1, and five or six outside directors.   

18. Guess was the only person who could hire, promote, or fire employees and direct 

their daily activities.  Much of what the employees did was clerical in nature, such as entering 

invoices into Guess & Co.’s internal accounting system.  He recruited all the outside board 

members.  The Guess & Co. Board acted as a rubber stamp for Guess.   

19. Guess also controlled Guess & Co.’s finances and was the final decision maker on 

Guess & Co.’s expenditures. 

20. Guess decided how and from whom Guess & Co. sought to raise capital.  

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21. Guess drafted, approved, and distributed all emails to prospective investors. He 

approved and distributed Guess & Co.’s business plans and private placement memorandum to 

prospective investors, in connection with the Offering of Guess & Co. stock in 2021 through 2022.  

He also drafted and approved the Form D and Amended Forms D that Defendants filed with the 

SEC in 2021 and 2022.  On information and belief, Guess controlled and approved the content of 

the Guess & Co. website.   

22. Neither the Board members nor employees participated in drafting or distributing 

the Guess & Co. offering documents, SEC filings, or emails to prospective investors.   

23. Guess often conducted Guess & Co. business remotely from his residence in Falls 

City, Nebraska.  This included, but was not limited to, receiving and sending emails (including to 

prospective investors), accessing and placing orders in Guess & Co.’s bank accounts through the 

internet, and calling Guess & Co. employees about Guess & Co.-related activities.   

THE DEFENDANTS’ FRAUDULENT OFFERING OF GUESS & CO. STOCK 

24. From at least June 2021 through April 2022, Guess and Guess & Co. conducted a 

fraudulent offering of securities in the form of shares of Guess & Co. stock to at least 57 

prospective investors residing in at least 12 states and one foreign country.  

25. In connection with the Offering, Guess & Co., through Guess, filed a Form D with 

the SEC in October 2021 in which it disclosed that it was conducting a $125 million offering of 

Guess & Co. stock. Guess & Co. raised the size of the Guess & Co. Offering to $250 million in its 

January 2022 Amended Form D. 

26. From at least June 2021 through April 2022, Guess sent unsolicited emails to these 

prospective investors inviting them to purchase shares of Guess & Co. stock.  The prospective 

investors included investment banks, investment advisers, brokers, dealers, and hedge funds.  

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27. Guess was the only person to send emails soliciting the purchase of Guess & Co. 

stock.   

28. In the emails, Guess represented that Guess & Co. was “committed to revitalizing 

and serving Rural America through energy, health care, technology, and real estate.”  Guess further 

stated that Guess & Co. was offering its stock for sale and invited the recipient to invest and/or to 

contact Guess for additional information.  

29. In some instances, Guess asked the prospective investor to invest a specific amount, 

often $1 million.  

30. In emails to at least 25 of the prospective investors, Guess either attached various 

versions of Guess & Co.’s business plan or private placement memorandum or gave the recipient 

cloud access to those documents.   

31. Guess & Co.’s business plan and private placement memorandum, which were 

written or approved by Guess, contained false and misleading statements of material fact.  

32. At least five prospective investors responded to Guess seeking additional 

information about Guess & Co. and the Defendants’ offering of Guess & Co.’s stock.   

33. At least three prospective investors later met or spoke on the phone with Guess to 

discuss investing in Guess & Co. stock.  

34. In addition to soliciting prospective investors directly, Guess asked at least four 

investment banks and an investment adviser to help him solicit investors to buy Guess & Co. stock.  

Guess also asked two of these firms to invest themselves.  

35. Guess emailed these firms, briefly describing Guess & Co.’s purported lines of 

business and asking for their assistance in raising investor funds.  In at least three emails, he 

provided specific target investment figures, ranging from $7.5 million to $50 million.  He provided 

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three of the firms with the Guess & Co. business plan, which contained false and misleading 

statements of material fact.  All the firms either declined to participate or did not respond to Guess.   

DEFENDANTS’ FALSE AND MISLEADING STATEMENTS 

36. In emails, Guess & Co. business plans, private placement memoranda, the Guess 

& Co. website, and in the Form D and Amended Forms D that they filed with the SEC, Defendants 

made false and misleading statements of material fact related to Guess & Co.’s purported business 

operations and annual revenue for the years 2019 through 2021. 

Business Operations 

37. In emails, business plans, private placement memoranda, and the Guess & Co. 

website, Defendants described Guess & Co. as a “diversified energy, health care, technology, and 

real estate company that is focused on revitalizing and serving Rural America” and working to 

position itself to be a leader in those areas.  The Guess & Co. website stated that Guess & Co.  

“provides technology, real estate, energy, and health care solutions to communities, small 

businesses, corporations and governments.” 

38. In Guess & Co. business plans and private placement memoranda, the Defendants 

represented that Guess & Co. had “core” revenue operations focused on “providing micro-grids; 

developing and operating mega rural hospitals; developing and operating data centers and 

providing cloud solutions; and developing and operating master planned Class A mixed-use real 

estate communities that convert rural communities to new smart cities that are incorporated as 

municipalities.”  Guess & Co.’s business plans also claimed to have a wide range of “non-core” 

revenue operations, including providing consulting services, reselling equipment, trading 

commodities, owning and operating private prison facilities, as well as providing intelligence and 

security services, payment processing services, litigation support, call center support, and capital 

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financing to private companies, municipalities, and Native American tribes.  The Business Plans 

also stated that Guess & Co. “plans to become public-traded via direct listing on Nasdaq . . . and 

has reserved the symbol: GACO.” 

39. From 2019 until April 2022, when Guess appears to have stopped soliciting 

investors, Guess & Co. did not operate the purported businesses described in the Defendants’ 

offering documents and marketing materials.    

40. Guess & Co.’s only customers during the period of the Guess & Co. Offering were 

four electronics resale shops to whom Guess & Co. sold a total of 19 computers for approximately 

$14,654.  The first of these sales occurred in November 2021, approximately five months after the 

Offering began, when Guess & Co. sold two computers for $450.  Guess & Co. sold the other 17 

computers between January and April 2022.  

41. According to Guess & Co. internal records, it purportedly also sold $9.8 million of 

products and services to six customers from 2019 to 2021.  Guess & Co’s internal records labeled 

these supposed sales as “monthly advisory fees,” “annual engagement fees,” and “Unified Cloud 

Solutions.”   

42. None of these transactions were legitimate, if in fact any of them occurred at all.  

43. Five of the purported customers are entities that are owned and controlled by Guess 

and the other is owned and controlled by Individual No. 1.   

44. The Defendants were able to produce to the SEC a sales contract for only one of 

the purported transactions.   

45. Guess & Co. employees and board members saw no evidence that Guess & Co. had 

any employees or contractors who could provide cloud solutions products or services or that these 

purported customers had any operations.   

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46. Guess & Co. received no payments from these six purported customers during the 

relevant time period and had not received any payments through at least October 2023.  

Annual Revenue 

47. In 2021 and 2022, the Defendants provided prospective investors purported figures 

for Guess & Co.’s annual revenue from business operations for the years 2019, 2020, and 2021.  

For 2019, Guess & Co.’s business plans and private placement memoranda reported revenue of 

$120,978.  For 2020, some of Guess & Co.’s business plans and private placement memoranda 

reported revenue of $1,141,982, while others reported revenue of $5,783,912.  For 2021, Guess & 

Co.’s business plans and private placement memoranda reported revenue of $7,630,216. The Form 

D and Amended Form D filed by Guess & Co. in October 2021 and the Amended Form D filed in 

January 2022 stated that Guess & Co. had earned annual revenue in the range of between $5 million 

and $25 million.  

48. All of these annual revenue figures were false.  As described above, Guess & Co. 

had no real sales between 2019 and 2021 other than the sale of two computers for $450 in 

November 2021.   

Guess & Co.’s Financial Projections 

49. The Guess & Co. business plans that Defendants distributed to prospective 

investors between June 2021 and March 2022 contained false and misleading statements related 

to its quarterly and annual revenue and net income projections for 2021 and 2022.   

50. The business plans, which were published in June, July, October, and December 

2021 and in March 2022, projected various amounts of revenue and net income including:   

• $4 billion in annual revenue for 2021 and 2022 

• $575 million in annual net income for 2021 and 2022 

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• A range of $1 million to $4 billion in quarterly revenue for 2021 

• A range of ($22.5 million) to $598 million in quarterly net loss/income for 2021. 

51. These projections omitted material information such that they were materially 

misleading to a reasonable investor when considered in context with the omitted material. The 

Defendants had no reasonable basis to believe the projected revenue, net income, and net loss 

figures they included in the business plans they distributed to prospective investors.  As discussed 

above, Guess & Co. had no customers or revenue, other than in connection with a handful of 

computer sales.  The Company also did not have the types or numbers of facilities or employees 

necessary to manufacture, distribute, or provide its purported products or services, let alone for 

millions or billions of dollars in revenue and net income.   

52. Indeed, in a November 1, 2021 email to Guess & Co.’s employees, Guess said that 

in the 40 business days remaining in 2021, they needed to generate an average daily revenue of 

$100 million to achieve $4 billion in annual revenue.  

53. Guess sent a similar email on December 6, 2021, in which he said that in the 

remaining 20 business days of 2021 they needed to generate an average daily revenue of $200 

million to achieve $4 billion.  

54. Though he did not explicitly state it, Guess’s emails implicitly acknowledge that 

Guess & Co. had not yet generated any revenue in 2021.  

55. Guess and Guess & Co. did not succeed in selling any shares of stock in the 

Offering.   

 

 

 

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COUNT I 

FRAUDULENT SCHEME IN THE OFFER AND SALE OF SECURITIES 
Violations of Section 17(a)(1) of the Securities Act [15 U.S.C. § 77q(a)(1)] 

 
56. The SEC repeats, realleges, and incorporates by reference paragraphs 1 through 55, 

as though fully set forth therein. 

57. By engaging in the acts and conduct described in this Complaint, Defendants, 

directly or indirectly, in the offer or sale of securities, by use of the means or instruments of 

transportation or communication in interstate commerce and the mails, used and employed 

devices, schemes, or artifices to defraud. 

58. Defendants engaged in the fraudulent conduct described above intentionally or with 

severe recklessness.  

59. By reason of the foregoing, Defendants, directly or indirectly, violated, are 

violating, and, unless enjoined, will continue to violate Section 17(a)(1) of the Securities Act [15 

U.S.C. § 77q(a)(1)]. 

COUNT II 
 

TRANSACTIONS, PRACTICES AND COURSES OF BUSINESS 
THAT OPERATED OR WOULD OPERATE AS A FRAUD AND DECEIT  

IN THE OFFER AND SALE OF SECURITIES 
Violations of Section 17(a)(3) of the Securities Act [15 U.S.C. § 77q(a)(3)] 

60. The SEC repeats, realleges, and incorporates by reference paragraphs 1 through 55, 

as though fully set forth therein. 

61. By engaging in the acts and conduct described in this Complaint, Defendants, 

directly or indirectly, in the offer or sale of securities, by use of the means or instruments of 

transportation or communication in interstate commerce and the mails, engaged in transactions, 

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

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purchaser. 

62. Defendants engaged in the fraudulent conduct described above intentionally, with 

severe recklessness, or negligently.   

63. By reason of the foregoing, Defendants, directly or indirectly, violated, are 

violating, and, unless enjoined, will continue to violate Section 17(a)(3) of the Securities Act [15 

U.S.C. § 77q(a)(3)]. 

PRAYER FOR RELIEF  

WHEREFORE, the SEC respectfully requests that this Court: 

I. 

Find that Defendants committed the violations charged and alleged herein.   

II. 

Issue a permanent injunction restraining and enjoining Defendants, their officers, agents, 

servants, employees, attorneys and those persons in active concert or participation with them, who 

receive actual notice of the Order, by personal service or otherwise, and each of them from, directly 

or indirectly, engaging in transactions, acts, practices or courses of business described above, or 

conduct of similar purport and object, in violation of Section 17(a) of the Securities Act. 

III. 

 Issue a permanent conduct-based injunction enjoining Guess, his officers, agents, servants, 

employees, attorneys and those persons in active concert or participation with them, who receive 

actual notice of the Order, by personal service or otherwise, and each of them from, directly or 

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

& Co., participating in the issuance, purchase, offer, or sale of any security, provided, however 

that such injunction shall not prevent Guess from purchasing or selling securities listed on a 

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national exchange for his own personal account.   

IV. 

 Issue a permanent conduct-based injunction enjoining Guess & Co., its officers, agents, 

servants, employees, attorneys and those persons in active concert or participation with them, who 

receive actual notice of the Order, by personal service or otherwise, and each of them from, directly 

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

Guess & Co., participating in the issuance, purchase, offer, or sale of any security.   

V. 

 Permanently prohibit Guess from serving as an officer or director of any company that has 

a class of securities registered under Section 12 of the Securities Exchange Act of 1934 (“Exchange 

Act”) [15 U.S.C. § 78l] or that is required to file reports under Section 15(d) of the Exchange Act 

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

Act Section 21(d)(2) [15 U.S.C. § 78u(d)(2)].  

VI. 

Issue an Order imposing upon Defendants appropriate civil penalties pursuant to Section 

20(d) of the Securities Act [15 U.S.C. § 77t(d)]. 

VII. 

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 

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the jurisdiction of this Court. 

VIII. 

Grant such orders for further relief the Court deems appropriate. 

 
JURY DEMAND 

Pursuant to Rule 38 of the Federal Rules of Civil Procedure, the SEC hereby requests a 

trial by jury and that the trial of this matter take place in Omaha, Nebraska. 

Dated:  May 9, 2024     Respectfully submitted, 
 

s/ John E. Birkenheier 
JOHN E. BIRKENHEIER  

        Illinois ARDC No. 6270993 
        Direct phone: (312) 886-3947 
        [email protected]  
       JAMES G. O’KEEFE 

Illinois ARDC No. 6293490 
Direct phone: (312) 886-2239 
O’[email protected]   
U.S. Securities and Exchange Commission 
175 W. Jackson Blvd., Suite 1450 

       Chicago, IL 60604 
 
       Attorneys for Plaintiff  
        U.S. Securities and Exchange Commission 
 
 
 

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