SEC v. Calvin Guess; Marcus Ligon; and 5 Fruits Enterprises LLC, No. 2:25-cv-01655, District of Nevada (Sept. 5, 2025) — Complaint

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DANIEL S. LIM (Cal. Bar No. 292406)
Email: [email protected]
YOLANDA OCHOA (Cal. Bar No. 267993)
Email: [email protected]
BIANCA CADENA (Cal. Bar No. 308322)
Email: [email protected]

Attorney 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
DISTRICT OF NEVADA

SECURITIES AND EXCHANGE
COMMISSION,
Plaintiff,

vs.
CALVIN GUESS, MARCUS LIGON,
and 5 FRUITS ENTERPRISES LLC,
Defendants.

    Case    No.

COMPLAINT

JURY TRIAL DEMANDED
Plaintiff Securities and Exchange Commission (“SEC” or the “Commission”)
alleges:
SUMMARY
1. From 2021 to 2023, in communications with investors, Defendants
Calvin Guess (“Guess”) and Marcus Ligon (“Ligon”) touted their company’s use of
automated “bots” in trading securities, promised incredible returns, and guaranteed
that investments would be used for options trading.  None of this was true.

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2. Instead, Defendants did not have bots or any other automated trading
technology, failed to generate either the promised returns or give back original
investments, and spent the vast majority of investor money on personal expenses and
Ponzi-like payments.
3. Through their false and misleading claims and scheme to defraud
investors, Defendants raised approximately $4.7 million from over 140 investors
across the country.
4. By engaging in this conduct, Defendants violated Sections 5(a), 5(c) and
17(a) of the Securities Act, 15 U.S.C. §§ 77e(a), 77e(c), and 77q(a), and Section
10(b) of the Exchange Act, 15 U.S.C. § 78j(b) and Rule 10b-5 thereunder, 17 C.F.R.
§ 240.10b-5.
5. Accordingly, the SEC seeks an order against Defendants permanently
enjoining them from future violations of these provisions, permanently enjoining
them from engaging in certain conduct, and requiring them to pay disgorgement plus
prejudgment interest on any ill-gotten gains, and to pay civil monetary penalties.
JURISDICTION AND VENUE
6. The Court has jurisdiction over this action pursuant to Sections 20(b),
20(d)(1) and 22(a) of the Securities Act of 1933 (“Securities Act”), 15 U.S.C. §§
77t(b), 77t(d)(1) & 77v(a), and Sections 21(d)(1), 21(d)(3)(A), and 27(a) of the
Securities Exchange Act of 1934 (“Exchange Act”), 15 U.S.C. §§ 78u(d)(1),
78u(d)(3)(A), 78u(e) & 78aa(a).
7. 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.
8. Venue is proper in this district pursuant to Section 22(a) of the Securities
Act, 15 U.S.C. § 77v(a), and Section 27(a) of the Exchange Act, 15 U.S.C. § 78aa(a),
because certain of the transactions, acts, practices and courses of conduct constituting

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violations of the federal securities laws occurred within this district.  In addition,
venue is proper in this district because Defendants Calvin Guess and Marcus Ligon
reside in this district, and Defendant 5 Fruits Enterprises LLC was formed in this
district.
THE DEFENDANTS
9. Calvin Guess, age 38, resides in Las Vegas, Nevada.  He is the founder
and managing member of 5 Fruits Enterprises LLC.  He has never been associated
with any entity registered with the Commission.
10. Marcus Ligon, age 37, held the title of co-manager of 5 Fruits
Enterprises LLC and functioned as Guess’ administrative assistant.  His last known
residence was in Las Vegas, Nevada.  He has never been associated with any entity
registered with the Commission.
11. 5 Fruits Enterprises LLC is a limited liability company that was
formed in Nevada in October 2021.  5 Fruits was an investing entity that pooled funds
to engage in automated options trading.  It is no longer operational. It has never been
registered with the Commission in any capacity.
THE ALLEGATIONS
A. Guess and Ligon Form 5 Fruits
12. In 2019, Guess founded and ran a subscription-based investment group
through which he advised friends and associates on options trading, i.e., buying or
selling contracts that give the holder the right to buy or sell an underlying asset at a
specific price by a certain date.
13. Ligon joined Guess in this endeavor, and lent his brokerage account to
Guess so that Guess could make trades for himself and members of the group through
it.
14. Guess and Ligon told certain members that “automated bots” had
successfully executed options trades on their behalf, and that such trades had been
successful.

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15. Guess and Ligon recruited three of these members to become
“ambassadors” for an investment vehicle they were creating.
16. These ambassadors were tasked with promoting options trading to
potential investors in return for commissions.
17. On October 5, 2021, Guess and Ligon, as co-managers, formally
registered 5 Fruits in Nevada.
18. On October 27, 2021, Guess and Ligon were signatories on and opened a
bank account for 5 Fruits at Bank of America (“5 Fruits Account”).
19. Guess and Ligon each listed himself as a managing member of 5 Fruits
on the 5 Fruits Account.
20. Guess and Ligon each had access to the 5 Fruits Account and authority
to transfer funds in and out of the account.
B. The Angel Investor and Option Fund Agreements
21. Through these recruitment efforts, investors entered into 5 Fruits’
“Option Fund” agreements starting in September 2021.
22. Initially, 5 Fruits offered a version of the Option Fund Agreement meant
only for early investors, or angel investors (“Angel Investor Agreements”).
23. These Angel Investor Agreements required an initial investment and
stated that “Angel Investors will receive their initial investment . . . after 190 business
days.”
24. The Angel Investor Agreements clarified that the investments were in
“Stock Options” or the “Stock Options Market.”
25. The Angel Investor Agreements also referenced “ROI” or “ROI
Projections.”  At least one of these “ROI Projections” was “$925,000+.”
26. The Angel Investor Agreements also referred to the use of “Proprietary
Computer Code.”
27. Certain Angel Investor Agreements also discussed how 5 Fruits had
“proprietary information and know-how relating to [its] Fruits Bots invention.”

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28. Certain Angel Investor Agreements specified that initial deposits would
be paid directly to Guess’s Zelle account.
29. Both Guess and Ligon approved the language in the Angel Investor
Agreements, and distributed them to investors.
30. Following the angel investor round, 5 Fruits offered “Option190 Fund”
contracts to more investors, which purportedly allowed investors to withdraw their
initial investments after 190 days.
31. By mid-2022
, 5 Fruits offered “Option360 Fund” contracts, which
purportedly allowed investors to withdraw their initial investments after 360 days.
32. Ligon signed most of the Option190 Fund and Option360 Fund
agreements (collectively, the “Option Fund Agreements”) on behalf of 5 Fruits as its
“Account Manager.”
33. Guess signed many of these Option Fund Agreements on behalf of 5
Fruits as an “Ambassador.”
34. Each of the Option Fund Agreements:
(a) made clear that investors were making “an investment in Stock
Options Markets” and required the investor to wire funds to the 5 Fruits Account that
Guess and Ligon controlled;
(b) stated that the investor would receive a “flat compounding rate [of
return] weekly” for the entire term of the agreement;
(c) required a “Minimum Investment Deposit Amount” of at least
$10,000.
(d) referred to the use of “Propriety Computer Code” and “Bots;” and
(e)  guaranteed that investors would “be given their initial deposit
back despite any losses or outcomes.”
35. The initial Option190 Fund contracts stated that there was a “projected
weekly rate [of] 8.2%,” and published a table showing “examples of estimated returns
based on the projected 8.2% weekly compounding rate.”  One such example in the

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Option190 Fund table showed that an initial investment of $10,000 would grow to
$77,608.41 in 26 weeks.
36. Subsequent Option190 Fund contracts stated that there was a “projected
weekly rate [of] 5.6%,” and published a table showing “examples of estimated returns
based on the projected 5.6% weekly compounding rate.”  One such example in the
Option 190 Fund table showed that an  initial investment of $15,000 would grow to
$118,937.87 after 38 weeks.
37. The Option360 Fund contracts stated that there was  a “projected weekly
rate of 2.7%,” and published a table showing “examples of estimated returns based on
the projected 2.7% weekly compounding rate.”  One such example in the Option360
Fund table showed that an initial investment of $10,000 would grow to $68,088.21 in
72 weeks.
38. Both Guess and Ligon approved the language in the Option Fund
Agreements and distributed—and had ambassadors distribute—them to investors.
C. Violations of the Antifraud Provisions:  Misrepresentations and
Scheme Liability
1. Defendants’ False and Misleading Statements to Investors
39. Guess and Ligon made various misrepresentations to prospective
investors to induce them to sign the agreements and make investments in 5 Fruits.
a. False and misleading statements about the return of
investment and incredible gains
40. As mentioned above, the Angel Investor and Option Fund Agreements
guaranteed the return of initial deposits.
41. Also as mentioned above, the Option Fund Agreements projected
lucrative returns.
42. Both Guess and Ligon approved the language in the Angel Investor and
Option Fund Agreements before they were distributed to investors.

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43. Both Guess and Ligon signed the Option Fund Agreements on behalf of
5 Fruits.
44. Both Guess and Ligon distributed and had ambassadors distribute Angel
Investor and Option Fund Agreements to investors.
45. Both Guess and Ligon told ambassadors to convey the guarantee of a
return of initial deposit to investors.
46. Guess directly told investors that they “will be paid in full” and that
“[e]very client will be paid.”
47. Both Guess and Ligon reviewed, approved, and directed the creation of
investor account statements on 5 Fruits letterhead that showed thousands and tens of
thousands of dollars in purported weekly gains.
48. Ligon uploaded to a client portal and circulated to investors these
account statements that showed the purported growth of their initial investments.
49. These statements that Guess and Ligon reviewed, approved, and made
and caused to be made to investors regarding the return of initial deposit and
projected returns on investment were false and misleading because: most investors—
approximately 99 out of 145—never got any money back or any returns on their
investments; there was never enough money in 5 Fruits to pay every investor back
their initial deposits, let alone the purported gains specified in account statements;
and Guess and Ligon spent most of the investor funds on personal expenses, making
the return of all initial deposits impossible.
b. False and misleading statements about 5 Fruits’ use of
automated trading by “bots”
50. As mentioned above, the Angel Investor and Option Fund Agreements
referenced the use of proprietary code and bots with respect to investments.
51. Both Guess and Ligon directly told ambassadors and investors that 5
Fruits used automated bots to execute stock trades with investor funds.

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52. Both Guess and Ligon reviewed, edited, and approved an investor pitch
that included specific representations about 5 Fruits’ use of bots, including the
following, under the title “5 Fruits AI Technology:” “Our Sophisticated AI Robots
suggest solutions to find profitable trades even in the most unstable markets,
intelligently maximizing trading opportunities and reducing the possibility of losses
without human intervention.  This is a proprietary system.”
53. At the direction of Guess and Ligon, ambassadors showed this pitch to
investors.
54. These statements that Guess and Ligon reviewed, approved, and made
and caused to be made to investors regarding 5 Fruits’ use of automated bots to trade
in stocks were false and misleading because no such technology was ever used by 5
Fruits, Guess, or Ligon to make trades with investor money.
c. False and misleading statements about use of funds
55. As mentioned above, the Angel Investor and Option Fund Agreements
specified that investor funds would be used for “stock options” or the “stock options
market.”
56. Both Guess and Ligon also directly told ambassadors and investors that
investment funds would be used to make trades in the stock market.
57. While Guess and Ligon transferred approximately $130,015 out of
approximate $4.7 million in investor funds to a brokerage account that Guess and
Ligon had jointly opened on July 29, 2022, well after Guess and Ligon started raising
money from investors for the purported purpose of automated options trading, they
spent the vast majority of investor funds on themselves and on Ponzi-like payments
to other investors.  For example
:
(a) Ligon transferred over $1 million in investor funds to his own
personal accounts and used that money for his own personal expenses.
(b) Guess transferred over $800,000 in investor funds to his own
personal accounts and used that money for his own personal expenses.

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(c) Apart from these transfers, Guess and Ligon spent approximately
$600,000 in investor funds on American Express credit card payments, approximately
$275,000 in investor funds on cash withdrawals, approximately $262,000 on other
personal expenditures having nothing to do with options trades on behalf of investors
(including gentlemen’s clubs, cars, and massages).
(d) Guess and Ligon spent approximately $1 million in investor funds
on Ponzi-like payments to other investors.
58. Accordingly, the statements that Guess and Ligon reviewed, approved,
and made and caused to be made to investors regarding 5 Fruits’ use of investor funds
were false and misleading because nearly all of that investor money was used to
benefit Guess and Ligon personally or make Ponzi-like payments.
2. Defendants Engaged in a Scheme to Defraud
59. Guess and Ligon, whose conduct is imputed to 5 Fruits, also engaged in
a scheme to defraud by making, or causing to be made, the above misrepresentations
and misstatements to investors about: (1) return of investments and high gains; (2) the
existence of automated bots in conducting securities transactions with investor funds;
and (3) the use of investor funds.
60. In furtherance of their scheme, Guess and Ligon engaged in additional
deceptive acts, including:
(a) Guess and Ligon, in or around July 2022, convincing investors to
roll over their investments, rather than withdraw their alleged returns, by offering
“extra incentives,” e.g., purportedly adding thousands of dollars to an initial
investment if the investor rolled over their funds.
(b) Guess, in August 2022, lulling investors with false excuses about
not being able to make payments due to “Fed involve[ement]” from the purportedly
high number of times money was being wired back and forth to investors in August
2022.

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(c) Guess, in late 2022, lulling investors with false excuses about not
being able to make payments due to 5 Fruits being “in the closing process of a
company acquisition” in late 2022.
(d) Guess and Ligon, throughout the Relevant Period, commingling
investor funds with personal funds, and using the investor funds for personal benefits,
including credit card payments and entertainment, and to pay off other investors in
Ponzi-like payments.
D. The False and Misleading Statements Defendants Made Were
Material
61. Guess and Ligon’s false and misleading statements to investors were
material.
62. A reasonable investor would have considered it important when making
an investment decision to know that there was never enough money in 5 Fruits to pay
back investors their initial deposit, let alone the astronomical returns promised.
63. A reasonable investor would have considered it important when making
an investment decision to know that Guess and Ligon spent the majority of investor
funds on personal expenses and to pay off other investors in Ponzi-like payments.
64. A reasonable investor would have considered it important when making
an investment decision to know that automated bots were never used to make trades
using investor money.
65. Finally, a reasonable investor would have considered it important that
only $130,015 out of $4.7 million in investor funds was even transferred to a
brokerage account to make stock trades.
E. Defendants Acted with Scienter and Their Conduct was Negligent
66. Guess and Ligon knew, or were reckless in not knowing, that their
statements to investors, directly and through 5 Fruits materials, were materially false
and misleading.  Further, in making these statements, Guess and Ligon failed to
behave with the level of care that a reasonable person would have exercised under the

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same circumstances, and were negligent.  Guess and Ligon’s state of mind and
negligent conduct are imputed to 5 Fruits.
67. Guess and Ligon’s scienter and failure to act reasonably under the
circumstances is demonstrated, in part, by the following:
(a) Guess and Ligon both reviewed, signed, and distributed Option
Fund Agreements to investors knowing that they contained misrepresentations about
the use of automated bots, returns on investment, and use of funds.
(b) Guess and Ligon directed that account statements containing fake
investment returns be created, and Ligon distributed these misleading statements to
investors knowing they were false.
(c) Guess and Ligon directed that pitches containing
misrepresentations about the use of bots in investments, when they knew that no such
bots were ever used, be shown to investors.
(d) Guess and Ligon spent the majority of investor funds on personal
expenses and Ponzi-like payments.
(e) Guess and Ligon, who both controlled 5 Fruits’ dwindling bank
and brokerage accounts, knew that their claims about ability to pay returns and initial
investments, options trading using bots, and use of investor funds were false.
F. Registration Violations: Sections 5(a) and 5(c) of the Securities Act
68. Guess, Ligon, and 5 Fruits offered and sold Angel Investor Agreements
and Options Fund Agreements (collectively, the “Agreements”) through interstate
commerce to investors located in multiple states.
69. The Agreements were securities in the form of investment contracts, as
they represented an investment of money, in a common enterprise, with the
expectation of profits to be derived from the efforts of a third party.
70. The investors invested their money, which was pooled together for
purported options trading, as Guess, Ligon, 5 Fruits, and the Agreements represented.

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71. Investors relied on Guess, Ligon, and 5 Fruits and their purported bots to
invest their funds, and had no expectation that they would be required to participate
in efforts to generate the returns.
72. Investors also had an expectation of profits to be generated from the
enterprise, as Guess, Ligon, 5 Fruits, and the Agreements touted high returns.
73. No registration statements were filed with the Commission in connection
with the offer and sale of the Agreements, and no exemptions to the registration
requirement applied to the offering, as Defendants:
(a) engaged in a general solicitation when offering the Agreements;
(b) offered and sold securities to investors in multiple states; and
(c) failed to take reasonable steps to verify whether investors were
accredited.
FIRST CLAIM FOR RELIEF
Fraud in Connection with the Purchase or Sale of Securities
Violations of Section 10(b) of the Exchange Act and Rule 10b-5 Thereunder
(Against All Defendants)
74. The SEC realleges and incorporates by reference paragraphs 1 through
73 above.
75. In connection with the purchase or sale of securities, Defendants
engaged in a scheme to defraud and made material misstatements, false statements,
and omissions to investors.  Specifically, Defendants made false and misleading
statements about the return of and incredible gains on investments, the use of bots in
stock trades, and the use of investor funds.  Defendants also enticed investors with
false promises, lulled investors with various false excuses, commingled investor
funds with personal funds, and used investor money to pay for personal expenses.
76. By engaging in the conduct described above, Defendants, with scienter,
and each of them, directly or indirectly, in connection with the purchase or sale of a
security, and by the use of means or instrumentalities of interstate commerce, of the

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mails, or of the facilities of a national securities exchange:  (a) employed devices,
schemes, or artifices to defraud; (b) made untrue statements of a material fact or
omitted to state a material fact necessary in order to make the statements made, in the
light of the circumstances under which they were made, not misleading; or (c)
engaged in acts, practices, or courses of business which operated or would operate as
a fraud or deceit upon other persons.
77. By engaging in the conduct described above, Defendants each violated,
and unless restrained and enjoined will continue to violate, Section 10(b) of the
Exchange Act, 15 U.S.C. § 78j(b), and Rule 10b-5 thereunder, 17 C.F.R. § 240.10b-5.
SECOND CLAIM FOR RELIEF
Fraud in the Offer or Sale of Securities
Violations of Sections 17(a) of the Securities Act
(Against All Defendants)
78. The SEC realleges and incorporates by reference paragraphs 1 through
73 above.
79. In the offer or sale of securities, Defendants engaged in a scheme to
defraud and made material misstatements, false statements, and omissions to
investors.  Specifically, Defendants made false and misleading statements about the
return of and incredible gains on investments, the use of bots in stock trades, and the
use of investor funds.  Defendants also enticed investors with false promises, lulled
investors with various false excuses, commingled investor funds with personal funds,
and used investor money to pay for personal expenses.
80. By engaging in the conduct described above, Defendants, directly or
indirectly, in the offer or sale of securities by the use of means or instruments of
transportation or communication in interstate commerce or by use of the mails
(a) employed devices, schemes, or artifices to defraud; (b) obtained money or
property by means of untrue statements of a material fact or by omitting to state a
material fact necessary in order to make the statements made, in light of the

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circumstances under which they were made, not misleading; or (c) engaged in
transactions, practices, or courses of business which operated or would operate as a
fraud or deceit upon the purchaser.
81. Defendants, with scienter, employed devices, schemes, or artifices to
defraud; and Defendants, with scienter and negligence, obtained money or property
by means of untrue statements of material fact or by omitting to state a material fact
necessary in order to make the statements made, in light of the circumstances under
which they were made, not misleading, and engaged in transactions, practices, or
courses of business which operated or would operate as a fraud or deceit upon the
purchaser.
82. By engaging in the conduct described above, Defendants each violated,
and unless restrained and enjoined will continue to violate, Section 17(a) of the
Securities Act, 15 U.S.C. § 77q(a).
THIRD CLAIM FOR RELIEF
Unregistered Offer and Sale of Securities
Violations of Sections 5(a) and 5(c) of the Securities Act
(Against All Defendants)
83. The SEC realleges and incorporates by reference paragraphs 1 through
73 above.
84. Defendants participated in the offer and sale of securities, that is,
investment contracts, and communicated with investors directly, via text, and via
email regarding the same.  The offer and sale of such securities were not registered
with the SEC, and no exemption applied.
85. By engaging in the conduct described above, Defendants, and each of
them, directly or indirectly, singly and in concert with others, made use of the means
or instruments of transportation or communication in interstate commerce, or of the
mails, to offer to sell or to sell securities, or carried or caused to be carried through
the mails or in interstate commerce, by means or instruments of transportation,

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securities for the purpose of sale or for delivery after sale, when no registration
statement had been filed or was in effect as to such securities, and when no
exemption from registration was applicable.
86. By engaging in the conduct described above, Defendants each violated,
and unless restrained and enjoined, will continue to violate, Sections 5(a) and 5(c) of
the Securities Act, 15 U.S.C. §§ 77e(a) & 77e(c).
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 Guess, Ligon, and 5 Fruits, 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 5(a), 5(c),
and 17(a) of the Securities Act [15 U.S.C. §§ 77e(a), 77e(c), and 77q(a)], and Section
10(b) of the Exchange Act [15 U.S.C. §§ 78j(b)] and Rule 10b-5 thereunder [17
C.F.R. § 240.10b-5].
III.
Issue judgments, in forms consistent with Rule 65(d) of the Federal Rules of
Civil Procedure, permanently enjoining Defendants Guess and Ligon from directly or
indirectly, including, but not limited to, through any entity owned or controlled by
Guess or Ligon, (i) participating in the offer, sale or purchase of any security, and (ii)
soliciting or accepting funds from any investor or potential investor in connection
with the offer, sale or purchase of any security; provided, however, that such
injunction shall not prevent Guess or Ligon from purchasing or selling securities for

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his own personal account.
IV.
Order Defendants Guess, Ligon, and 5 Fruits to disgorge all funds received
from their illegal conduct, together with prejudgment interest thereon, pursuant to
Exchange Act Sections 21(d)(5) and 21(d)(7) [15 U.S.C. §§ 78u(d)(5) and 78u(d)(7)].
V.
Order Defendants Guess, Ligon, and 5 Fruits to pay civil penalties under
Section 20(d) of the Securities Act [15 U.S.C. § 77t(d)] and Section 21(d)(3) of the
Exchange Act [15 U.S.C. § 78u(d)(3)] for their violations of the federal securities
laws.
VI.
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.
VII.
Grant such other and further relief as this Court may determine to be just and
necessary.

Dated:  September 4, 2025
/s/ Daniel S. Lim
Daniel S. Lim
Attorney for Plaintiff
Securities and Exchan
ge Commission

	


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DANIEL S. LIM (Cal. Bar No. 292406) 
Email: [email protected]   
YOLANDA OCHOA (Cal. Bar No. 267993) 
Email: [email protected] 
BIANCA CADENA (Cal. Bar No. 308322) 
Email: [email protected]  
 
Attorney 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 

DISTRICT OF NEVADA 

 

SECURITIES AND EXCHANGE 
COMMISSION, 

Plaintiff, 
 

vs. 

CALVIN GUESS, MARCUS LIGON, 
and 5 FRUITS ENTERPRISES LLC,  

Defendants. 
 

 Case No.  
 
COMPLAINT 
 
JURY TRIAL DEMANDED  

Plaintiff Securities and Exchange Commission (“SEC” or the “Commission”) 

alleges: 

SUMMARY 

1. From 2021 to 2023, in communications with investors, Defendants 

Calvin Guess (“Guess”) and Marcus Ligon (“Ligon”) touted their company’s use of 

automated “bots” in trading securities, promised incredible returns, and guaranteed 

that investments would be used for options trading.  None of this was true.    

Case 2:25-cv-01655     Document 1     Filed 09/04/25     Page 1 of 16



 

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2. Instead, Defendants did not have bots or any other automated trading 

technology, failed to generate either the promised returns or give back original 

investments, and spent the vast majority of investor money on personal expenses and 

Ponzi-like payments.    

3. Through their false and misleading claims and scheme to defraud 

investors, Defendants raised approximately $4.7 million from over 140 investors 

across the country.      

4. By engaging in this conduct, Defendants violated Sections 5(a), 5(c) and 

17(a) of the Securities Act, 15 U.S.C. §§ 77e(a), 77e(c), and 77q(a), and Section 

10(b) of the Exchange Act, 15 U.S.C. § 78j(b) and Rule 10b-5 thereunder, 17 C.F.R. 

§ 240.10b-5.   

5. Accordingly, the SEC seeks an order against Defendants permanently 

enjoining them from future violations of these provisions, permanently enjoining 

them from engaging in certain conduct, and requiring them to pay disgorgement plus 

prejudgment interest on any ill-gotten gains, and to pay civil monetary penalties.  

JURISDICTION AND VENUE 

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

20(d)(1) and 22(a) of the Securities Act of 1933 (“Securities Act”), 15 U.S.C. §§ 

77t(b), 77t(d)(1) & 77v(a), and Sections 21(d)(1), 21(d)(3)(A), and 27(a) of the 

Securities Exchange Act of 1934 (“Exchange Act”), 15 U.S.C. §§ 78u(d)(1), 

78u(d)(3)(A), 78u(e) & 78aa(a). 

7. 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.  

8. Venue is proper in this district pursuant to Section 22(a) of the Securities 

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

because certain of the transactions, acts, practices and courses of conduct constituting 

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violations of the federal securities laws occurred within this district.  In addition, 

venue is proper in this district because Defendants Calvin Guess and Marcus Ligon 

reside in this district, and Defendant 5 Fruits Enterprises LLC was formed in this 

district.   

THE DEFENDANTS 

9. Calvin Guess, age 38, resides in Las Vegas, Nevada.  He is the founder 

and managing member of 5 Fruits Enterprises LLC.  He has never been associated 

with any entity registered with the Commission.  

10. Marcus Ligon, age 37, held the title of co-manager of 5 Fruits 

Enterprises LLC and functioned as Guess’ administrative assistant.  His last known 

residence was in Las Vegas, Nevada.  He has never been associated with any entity 

registered with the Commission.  

11. 5 Fruits Enterprises LLC is a limited liability company that was 

formed in Nevada in October 2021.  5 Fruits was an investing entity that pooled funds 

to engage in automated options trading.  It is no longer operational. It has never been 

registered with the Commission in any capacity.  

THE ALLEGATIONS 

A. Guess and Ligon Form 5 Fruits  

12. In 2019, Guess founded and ran a subscription-based investment group 

through which he advised friends and associates on options trading, i.e., buying or 

selling contracts that give the holder the right to buy or sell an underlying asset at a 

specific price by a certain date. 

13. Ligon joined Guess in this endeavor, and lent his brokerage account to 

Guess so that Guess could make trades for himself and members of the group through 

it.   

14. Guess and Ligon told certain members that “automated bots” had 

successfully executed options trades on their behalf, and that such trades had been 

successful.   

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15. Guess and Ligon recruited three of these members to become 

“ambassadors” for an investment vehicle they were creating. 

16. These ambassadors were tasked with promoting options trading to 

potential investors in return for commissions.     

17. On October 5, 2021, Guess and Ligon, as co-managers, formally 

registered 5 Fruits in Nevada.   

18. On October 27, 2021, Guess and Ligon were signatories on and opened a  

bank account for 5 Fruits at Bank of America (“5 Fruits Account”).   

19. Guess and Ligon each listed himself as a managing member of 5 Fruits 

on the 5 Fruits Account.    

20. Guess and Ligon each had access to the 5 Fruits Account and authority 

to transfer funds in and out of the account.   

B. The Angel Investor and Option Fund Agreements  

21. Through these recruitment efforts, investors entered into 5 Fruits’ 

“Option Fund” agreements starting in September 2021.   

22. Initially, 5 Fruits offered a version of the Option Fund Agreement meant 

only for early investors, or angel investors (“Angel Investor Agreements”).  

23. These Angel Investor Agreements required an initial investment and 

stated that “Angel Investors will receive their initial investment . . . after 190 business 

days.”  

24. The Angel Investor Agreements clarified that the investments were in 

“Stock Options” or the “Stock Options Market.”  

25. The Angel Investor Agreements also referenced “ROI” or “ROI 

Projections.”  At least one of these “ROI Projections” was “$925,000+.” 

26. The Angel Investor Agreements also referred to the use of “Proprietary 

Computer Code.” 

27. Certain Angel Investor Agreements also discussed how 5 Fruits had  

“proprietary information and know-how relating to [its] Fruits Bots invention.”  

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28. Certain Angel Investor Agreements specified that initial deposits would 

be paid directly to Guess’s Zelle account.   

29. Both Guess and Ligon approved the language in the Angel Investor 

Agreements, and distributed them to investors.   

30. Following the angel investor round, 5 Fruits offered “Option190 Fund” 

contracts to more investors, which purportedly allowed investors to withdraw their 

initial investments after 190 days.   

31. By mid-2022, 5 Fruits offered “Option360 Fund” contracts, which 

purportedly allowed investors to withdraw their initial investments after 360 days.   

32. Ligon signed most of the Option190 Fund and Option360 Fund 

agreements (collectively, the “Option Fund Agreements”) on behalf of 5 Fruits as its 

“Account Manager.”   

33. Guess signed many of these Option Fund Agreements on behalf of 5 

Fruits as an “Ambassador.”    

34. Each of the Option Fund Agreements: 

(a) made clear that investors were making “an investment in Stock 

Options Markets” and required the investor to wire funds to the 5 Fruits Account that 

Guess and Ligon controlled; 

(b) stated that the investor would receive a “flat compounding rate [of 

return] weekly” for the entire term of the agreement;    

(c) required a “Minimum Investment Deposit Amount” of at least 

$10,000.   

(d) referred to the use of “Propriety Computer Code” and “Bots;” and 

(e)  guaranteed that investors would “be given their initial deposit 

back despite any losses or outcomes.”   

35. The initial Option190 Fund contracts stated that there was a “projected 

weekly rate [of] 8.2%,” and published a table showing “examples of estimated returns 

based on the projected 8.2% weekly compounding rate.”  One such example in the 

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Option190 Fund table showed that an initial investment of $10,000 would grow to 

$77,608.41 in 26 weeks.   

36. Subsequent Option190 Fund contracts stated that there was a “projected 

weekly rate [of] 5.6%,” and published a table showing “examples of estimated returns 

based on the projected 5.6% weekly compounding rate.”  One such example in the 

Option 190 Fund table showed that an  initial investment of $15,000 would grow to 

$118,937.87 after 38 weeks.   

37. The Option360 Fund contracts stated that there was  a “projected weekly 

rate of 2.7%,” and published a table showing “examples of estimated returns based on 

the projected 2.7% weekly compounding rate.”  One such example in the Option360 

Fund table showed that an initial investment of $10,000 would grow to $68,088.21 in 

72 weeks.    

38. Both Guess and Ligon approved the language in the Option Fund  

Agreements and distributed—and had ambassadors distribute—them to investors. 

C. Violations of the Antifraud Provisions:  Misrepresentations and 

Scheme Liability  

1. Defendants’ False and Misleading Statements to Investors 

39. Guess and Ligon made various misrepresentations to prospective 

investors to induce them to sign the agreements and make investments in 5 Fruits.   

a. False and misleading statements about the return of 

investment and incredible gains  

40. As mentioned above, the Angel Investor and Option Fund Agreements 

guaranteed the return of initial deposits. 

41. Also as mentioned above, the Option Fund Agreements projected 

lucrative returns.  

42. Both Guess and Ligon approved the language in the Angel Investor and 

Option Fund Agreements before they were distributed to investors.     

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43. Both Guess and Ligon signed the Option Fund Agreements on behalf of 

5 Fruits.   

44. Both Guess and Ligon distributed and had ambassadors distribute Angel 

Investor and Option Fund Agreements to investors.   

45. Both Guess and Ligon told ambassadors to convey the guarantee of a 

return of initial deposit to investors.  

46. Guess directly told investors that they “will be paid in full” and that 

“[e]very client will be paid.”    

47. Both Guess and Ligon reviewed, approved, and directed the creation of 

investor account statements on 5 Fruits letterhead that showed thousands and tens of 

thousands of dollars in purported weekly gains.   

48. Ligon uploaded to a client portal and circulated to investors these 

account statements that showed the purported growth of their initial investments.  

49. These statements that Guess and Ligon reviewed, approved, and made 

and caused to be made to investors regarding the return of initial deposit and 

projected returns on investment were false and misleading because: most investors—

approximately 99 out of 145—never got any money back or any returns on their 

investments; there was never enough money in 5 Fruits to pay every investor back 

their initial deposits, let alone the purported gains specified in account statements; 

and Guess and Ligon spent most of the investor funds on personal expenses, making 

the return of all initial deposits impossible.  

b. False and misleading statements about 5 Fruits’ use of 

automated trading by “bots”  

50. As mentioned above, the Angel Investor and Option Fund Agreements 

referenced the use of proprietary code and bots with respect to investments. 

51. Both Guess and Ligon directly told ambassadors and investors that 5 

Fruits used automated bots to execute stock trades with investor funds.      

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52. Both Guess and Ligon reviewed, edited, and approved an investor pitch 

that included specific representations about 5 Fruits’ use of bots, including the 

following, under the title “5 Fruits AI Technology:” “Our Sophisticated AI Robots 

suggest solutions to find profitable trades even in the most unstable markets, 

intelligently maximizing trading opportunities and reducing the possibility of losses 

without human intervention.  This is a proprietary system.”   

53. At the direction of Guess and Ligon, ambassadors showed this pitch to 

investors.   

54. These statements that Guess and Ligon reviewed, approved, and made 

and caused to be made to investors regarding 5 Fruits’ use of automated bots to trade 

in stocks were false and misleading because no such technology was ever used by 5 

Fruits, Guess, or Ligon to make trades with investor money.   

c. False and misleading statements about use of funds   

55. As mentioned above, the Angel Investor and Option Fund Agreements 

specified that investor funds would be used for “stock options” or the “stock options 

market.”   

56. Both Guess and Ligon also directly told ambassadors and investors that 

investment funds would be used to make trades in the stock market.    

57. While Guess and Ligon transferred approximately $130,015 out of 

approximate $4.7 million in investor funds to a brokerage account that Guess and 

Ligon had jointly opened on July 29, 2022, well after Guess and Ligon started raising 

money from investors for the purported purpose of automated options trading, they 

spent the vast majority of investor funds on themselves and on Ponzi-like payments 

to other investors.  For example: 

(a) Ligon transferred over $1 million in investor funds to his own 

personal accounts and used that money for his own personal expenses.   

(b) Guess transferred over $800,000 in investor funds to his own 

personal accounts and used that money for his own personal expenses.     

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(c) Apart from these transfers, Guess and Ligon spent approximately 

$600,000 in investor funds on American Express credit card payments, approximately 

$275,000 in investor funds on cash withdrawals, approximately $262,000 on other 

personal expenditures having nothing to do with options trades on behalf of investors 

(including gentlemen’s clubs, cars, and massages).   

(d) Guess and Ligon spent approximately $1 million in investor funds 

on Ponzi-like payments to other investors.     

58. Accordingly, the statements that Guess and Ligon reviewed, approved, 

and made and caused to be made to investors regarding 5 Fruits’ use of investor funds 

were false and misleading because nearly all of that investor money was used to 

benefit Guess and Ligon personally or make Ponzi-like payments.  

2. Defendants Engaged in a Scheme to Defraud 

59. Guess and Ligon, whose conduct is imputed to 5 Fruits, also engaged in 

a scheme to defraud by making, or causing to be made, the above misrepresentations 

and misstatements to investors about: (1) return of investments and high gains; (2) the 

existence of automated bots in conducting securities transactions with investor funds; 

and (3) the use of investor funds.     

60. In furtherance of their scheme, Guess and Ligon engaged in additional 

deceptive acts, including:    

(a) Guess and Ligon, in or around July 2022, convincing investors to 

roll over their investments, rather than withdraw their alleged returns, by offering 

“extra incentives,” e.g., purportedly adding thousands of dollars to an initial 

investment if the investor rolled over their funds.   

(b) Guess, in August 2022, lulling investors with false excuses about 

not being able to make payments due to “Fed involve[ement]” from the purportedly 

high number of times money was being wired back and forth to investors in August 

2022.  

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(c) Guess, in late 2022, lulling investors with false excuses about not 

being able to make payments due to 5 Fruits being “in the closing process of a 

company acquisition” in late 2022. 

(d) Guess and Ligon, throughout the Relevant Period, commingling 

investor funds with personal funds, and using the investor funds for personal benefits, 

including credit card payments and entertainment, and to pay off other investors in 

Ponzi-like payments.   

D. The False and Misleading Statements Defendants Made Were 

Material 

61. Guess and Ligon’s false and misleading statements to investors were 

material.   

62. A reasonable investor would have considered it important when making 

an investment decision to know that there was never enough money in 5 Fruits to pay 

back investors their initial deposit, let alone the astronomical returns promised. 

63. A reasonable investor would have considered it important when making 

an investment decision to know that Guess and Ligon spent the majority of investor 

funds on personal expenses and to pay off other investors in Ponzi-like payments. 

64. A reasonable investor would have considered it important when making 

an investment decision to know that automated bots were never used to make trades 

using investor money.   

65. Finally, a reasonable investor would have considered it important that 

only $130,015 out of $4.7 million in investor funds was even transferred to a 

brokerage account to make stock trades.    

E. Defendants Acted with Scienter and Their Conduct was Negligent 

66. Guess and Ligon knew, or were reckless in not knowing, that their 

statements to investors, directly and through 5 Fruits materials, were materially false 

and misleading.  Further, in making these statements, Guess and Ligon failed to 

behave with the level of care that a reasonable person would have exercised under the 

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same circumstances, and were negligent.  Guess and Ligon’s state of mind and 

negligent conduct are imputed to 5 Fruits.   

67. Guess and Ligon’s scienter and failure to act reasonably under the 

circumstances is demonstrated, in part, by the following:  

(a) Guess and Ligon both reviewed, signed, and distributed Option 

Fund Agreements to investors knowing that they contained misrepresentations about 

the use of automated bots, returns on investment, and use of funds. 

(b) Guess and Ligon directed that account statements containing fake 

investment returns be created, and Ligon distributed these misleading statements to 

investors knowing they were false.    

(c) Guess and Ligon directed that pitches containing 

misrepresentations about the use of bots in investments, when they knew that no such 

bots were ever used, be shown to investors. 

(d) Guess and Ligon spent the majority of investor funds on personal 

expenses and Ponzi-like payments.   

(e) Guess and Ligon, who both controlled 5 Fruits’ dwindling bank 

and brokerage accounts, knew that their claims about ability to pay returns and initial 

investments, options trading using bots, and use of investor funds were false.   

F. Registration Violations: Sections 5(a) and 5(c) of the Securities Act  

68. Guess, Ligon, and 5 Fruits offered and sold Angel Investor Agreements 

and Options Fund Agreements (collectively, the “Agreements”) through interstate 

commerce to investors located in multiple states.   

69. The Agreements were securities in the form of investment contracts, as 

they represented an investment of money, in a common enterprise, with the 

expectation of profits to be derived from the efforts of a third party. 

70. The investors invested their money, which was pooled together for 

purported options trading, as Guess, Ligon, 5 Fruits, and the Agreements represented.   

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71. Investors relied on Guess, Ligon, and 5 Fruits and their purported bots to 

invest their funds, and had no expectation that they would be required to participate 

in efforts to generate the returns.   

72. Investors also had an expectation of profits to be generated from the 

enterprise, as Guess, Ligon, 5 Fruits, and the Agreements touted high returns.   

73. No registration statements were filed with the Commission in connection 

with the offer and sale of the Agreements, and no exemptions to the registration 

requirement applied to the offering, as Defendants: 

(a) engaged in a general solicitation when offering the Agreements;  

(b) offered and sold securities to investors in multiple states; and 

(c) failed to take reasonable steps to verify whether investors were 

accredited.   

FIRST CLAIM FOR RELIEF 

Fraud in Connection with the Purchase or Sale of Securities 

Violations of Section 10(b) of the Exchange Act and Rule 10b-5 Thereunder 

(Against All Defendants) 

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

73 above. 

75. In connection with the purchase or sale of securities, Defendants 

engaged in a scheme to defraud and made material misstatements, false statements, 

and omissions to investors.  Specifically, Defendants made false and misleading 

statements about the return of and incredible gains on investments, the use of bots in 

stock trades, and the use of investor funds.  Defendants also enticed investors with 

false promises, lulled investors with various false excuses, commingled investor 

funds with personal funds, and used investor money to pay for personal expenses.   

76. By engaging in the conduct described above, Defendants, with scienter, 

and each of them, directly or indirectly, in connection with the purchase or sale of a 

security, and by the use of means or instrumentalities of interstate commerce, of the 

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mails, or of the facilities of a national securities exchange:  (a) employed devices, 

schemes, or artifices to defraud; (b) made untrue statements of a material fact or 

omitted to state a material fact necessary in order to make the statements made, in the 

light of the circumstances under which they were made, not misleading; or (c) 

engaged in acts, practices, or courses of business which operated or would operate as 

a fraud or deceit upon other persons. 

77. By engaging in the conduct described above, Defendants each violated, 

and unless restrained and enjoined will continue to violate, Section 10(b) of the 

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

SECOND CLAIM FOR RELIEF 

Fraud in the Offer or Sale of Securities 

Violations of Sections 17(a) of the Securities Act 

(Against All Defendants) 

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

73 above. 

79. In the offer or sale of securities, Defendants engaged in a scheme to 

defraud and made material misstatements, false statements, and omissions to 

investors.  Specifically, Defendants made false and misleading statements about the 

return of and incredible gains on investments, the use of bots in stock trades, and the 

use of investor funds.  Defendants also enticed investors with false promises, lulled 

investors with various false excuses, commingled investor funds with personal funds, 

and used investor money to pay for personal expenses.   

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

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

transportation or communication in interstate commerce or by use of the mails 

(a) employed devices, schemes, or artifices to defraud; (b) obtained money or 

property by means of untrue statements of a material fact or by omitting to state a 

material fact necessary in order to make the statements made, in light of the 

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circumstances under which they were made, not misleading; or (c) engaged in 

transactions, practices, or courses of business which operated or would operate as a 

fraud or deceit upon the purchaser. 

81. Defendants, with scienter, employed devices, schemes, or artifices to 

defraud; and Defendants, with scienter and negligence, obtained money or property 

by means of untrue statements of material fact or by omitting to state a material fact 

necessary in order to make the statements made, in light of the circumstances under 

which they were made, not misleading, and engaged in transactions, practices, or 

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

purchaser. 

82. By engaging in the conduct described above, Defendants each violated, 

and unless restrained and enjoined will continue to violate, Section 17(a) of the 

Securities Act, 15 U.S.C. § 77q(a). 

THIRD CLAIM FOR RELIEF 

Unregistered Offer and Sale of Securities 

Violations of Sections 5(a) and 5(c) of the Securities Act 

(Against All Defendants) 

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

73 above. 

84. Defendants participated in the offer and sale of securities, that is, 

investment contracts, and communicated with investors directly, via text, and via 

email regarding the same.  The offer and sale of such securities were not registered 

with the SEC, and no exemption applied.  

85. By engaging in the conduct described above, Defendants, and each of 

them, directly or indirectly, singly and in concert with others, made use of the means 

or instruments of transportation or communication in interstate commerce, or of the 

mails, to offer to sell or to sell securities, or carried or caused to be carried through 

the mails or in interstate commerce, by means or instruments of transportation, 

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securities for the purpose of sale or for delivery after sale, when no registration 

statement had been filed or was in effect as to such securities, and when no 

exemption from registration was applicable. 

86. By engaging in the conduct described above, Defendants each violated, 

and unless restrained and enjoined, will continue to violate, Sections 5(a) and 5(c) of 

the Securities Act, 15 U.S.C. §§ 77e(a) & 77e(c). 

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 Guess, Ligon, and 5 Fruits, 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 5(a), 5(c), 

and 17(a) of the Securities Act [15 U.S.C. §§ 77e(a), 77e(c), and 77q(a)], and Section 

10(b) of the Exchange Act [15 U.S.C. §§ 78j(b)] and Rule 10b-5 thereunder [17 

C.F.R. § 240.10b-5].   

III. 

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

Civil Procedure, permanently enjoining Defendants Guess and Ligon from directly or 

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

Guess or Ligon, (i) participating in the offer, sale or purchase of any security, and (ii) 

soliciting or accepting funds from any investor or potential investor in connection 

with the offer, sale or purchase of any security; provided, however, that such 

injunction shall not prevent Guess or Ligon from purchasing or selling securities for 

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his own personal account. 

IV. 

Order Defendants Guess, Ligon, and 5 Fruits to disgorge all funds received 

from their illegal conduct, together with prejudgment interest thereon, pursuant to 

Exchange Act Sections 21(d)(5) and 21(d)(7) [15 U.S.C. §§ 78u(d)(5) and 78u(d)(7)]. 

V. 

Order Defendants Guess, Ligon, and 5 Fruits to pay civil penalties under 

Section 20(d) of the Securities Act [15 U.S.C. § 77t(d)] and Section 21(d)(3) of the 

Exchange Act [15 U.S.C. § 78u(d)(3)] for their violations of the federal securities 

laws. 

VI. 

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. 

VII. 

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

necessary. 

 

Dated:  September 4, 2025 /s/ Daniel S. Lim 
Daniel S. Lim 
Attorney for Plaintiff 
Securities and Exchange Commission 

 

Case 2:25-cv-01655     Document 1     Filed 09/04/25     Page 16 of 16



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