SEC v. Oxford City Football Club, Inc.; and Thomas Anthony Guerriero, No. LR-23429, Southern District of Florida (Dec. 16, 2015) — Press Release

U.S. SECURITIES AND EXCHANGE COMMISSION Litigation Release No. 23429 / December 16, 2015 Securities and Exchange Commission v. Oxford City Football Club, Inc. and Thomas Anthony Guerriero, Civil Action No. 15-CV-62594-KMW (S.D. Fla.) SEC Obtains Asset Freeze and Other Emergency Relief in Case Against Oxford City Football Club, Inc. and Its CEO On December 10, 2015, the Securities and Exchange Commission filed a civil action in the United States District Court for the Southern District of Florida charging Oxford City Football Club, Inc. and its CEO, Thomas Anthony Guerriero, with securities fraud and other violations of the federal securities laws. The Honorable Kathleen M. Williams of the United States District Court for the Southern District of Florida issued a temporary restraining order, asset freeze, and other emergency relief against Oxford City, Guerriero, and relief defendant GCE Wealth, Inc., an entity owned and controlled by Guerriero. In its complaint, the SEC alleges that Guerriero, as CEO of Oxford City, used deceptive tactics and a boiler room of salespeople to raise more than $6.5 million from primarily inexperienced investors who were misled to believe that the company was a thriving conglomerate of sports teams, academic institutions, and real estate holdings. In reality, the company was losing millions of dollars each year and turning zero profit from its two lower-division soccer teams in the U.K. According to the SEC's complaint: Since at least August 2013, Guerriero operated a classic boiler room scheme under the guise of nominal legitimate businesses through which millions of unregistered shares of stock were sold to investors who were deceived about the stock value and potential profits. Guerriero's salespeople sold Oxford City stock to the public based on leads lists he purchased from third parties. Guerriero crafted scripts for the salespeople, who used aliases to mask their true identities. Prospective investors were told they were being offered a limited-time deal to purchase Oxford City shares at a deep discount from the publicly quoted price. Unbeknownst to the victims, the stock price was controlled by Guerriero. Guerriero claimed to record phone conversations with potential investors using a "verbal verification system" that supposedly tied the stock "transaction" to their social security numbers and dates of birth. In reality, Guerriero and his associates simply pressed a button on their phone to make a sound signaling the purported start of a recording. If investors later refused to pay, Guerriero would threaten them with lawsuits based on their "recorded" verbal commitment. Investors were falsely told that Oxford City would pay a 50-cents-per-share dividend within a year. In reality, the company was losing millions of dollars a year and was legally prohibited from paying a dividend. Oxford City purportedly had real estate holdings worth approximately $100 million and owned a radio broadcast network that projected profits of almost $20 million. Oxford City actually had assets of approximately $1 million and never owned a radio station - it simply purchased one hour of air time per week. Oxford City claimed to own an online university with students already enrolled and projected profits of $495 million for the upcoming five-year period. In reality, there was no such university that ever enrolled a student or had revenue. Oxford City purported it would earn more than $238 million over five years from existing and new sports-related facilities. The truth was that Oxford City owned a minority interest in a lower division English soccer club, which generated a small amount of revenue but never turned a profit. The SEC's complaint charges Guerriero and Oxford City with violations of Section 10(b) of Securities Exchange Act of 1934 ("Exchange Act"), Rule 10b-5 thereunder, and Sections 5(a), 5(c) and 17(a) of the Securities Act of 1933. The complaint also charges Guerriero with violation of Section 20(b) of the Exchange Act, and names GCE Wealth, Inc., an entity owned by Guerriero, as a relief defendant. The SEC is seeking injunctive relief, disgorgement, civil penalties, and penny stock and officer and director bars. In a related matter, on December 11, 2015, the U.S. Attorney's Office for the Southern District of Florida announced that Guerriero has been criminally charged with conspiracy, mail and wire fraud, and witness tampering and obstruction of justice during an SEC investigation. SEC Complaint

U.S. SECURITIES AND EXCHANGE COMMISSION Litigation Release No. 23429 / December 16, 2015 Securities and Exchange Commission v. Oxford City Football Club, Inc. and Thomas Anthony Guerriero, Civil Action No. 15-CV-62594-KMW (S.D. Fla.) SEC Obtains Asset Freeze and Other Emergency Relief in Case Against Oxford City Football Club, Inc. and Its CEO On December 10, 2015, the Securities and Exchange Commission filed a civil action in the United States District Court for the Southern District of Florida charging Oxford City Football Club, Inc. and its CEO, Thomas Anthony Guerriero, with securities fraud and other violations of the federal securities laws. The Honorable Kathleen M. Williams of the United States District Court for the Southern District of Florida issued a temporary restraining order, asset freeze, and other emergency relief against Oxford City, Guerriero, and relief defendant GCE Wealth, Inc., an entity owned and controlled by Guerriero. In its complaint, the SEC alleges that Guerriero, as CEO of Oxford City, used deceptive tactics and a boiler room of salespeople to raise more than $6.5 million from primarily inexperienced investors who were misled to believe that the company was a thriving conglomerate of sports teams, academic institutions, and real estate holdings. In reality, the company was losing millions of dollars each year and turning zero profit from its two lower-division soccer teams in the U.K. According to the SEC's complaint: Since at least August 2013, Guerriero operated a classic boiler room scheme under the guise of nominal legitimate businesses through which millions of unregistered shares of stock were sold to investors who were deceived about the stock value and potential profits. Guerriero's salespeople sold Oxford City stock to the public based on leads lists he purchased from third parties. Guerriero crafted scripts for the salespeople, who used aliases to mask their true identities. Prospective investors were told they were being offered a limited-time deal to purchase Oxford City shares at a deep discount from the publicly quoted price. Unbeknownst to the victims, the stock price was controlled by Guerriero. Guerriero claimed to record phone conversations with potential investors using a "verbal verification system" that supposedly tied the stock "transaction" to their social security numbers and dates of birth. In reality, Guerriero and his associates simply pressed a button on their phone to make a sound signaling the purported start of a recording. If investors later refused to pay, Guerriero would threaten them with lawsuits based on their "recorded" verbal commitment. Investors were falsely told that Oxford City would pay a 50-cents-per-share dividend within a year. In reality, the company was losing millions of dollars a year and was legally prohibited from paying a dividend. Oxford City purportedly had real estate holdings worth approximately $100 million and owned a radio broadcast network that projected profits of almost $20 million. Oxford City actually had assets of approximately $1 million and never owned a radio station - it simply purchased one hour of air time per week. Oxford City claimed to own an online university with students already enrolled and projected profits of $495 million for the upcoming five-year period. In reality, there was no such university that ever enrolled a student or had revenue. Oxford City purported it would earn more than $238 million over five years from existing and new sports-related facilities. The truth was that Oxford City owned a minority interest in a lower division English soccer club, which generated a small amount of revenue but never turned a profit. The SEC's complaint charges Guerriero and Oxford City with violations of Section 10(b) of Securities Exchange Act of 1934 ("Exchange Act"), Rule 10b-5 thereunder, and Sections 5(a), 5(c) and 17(a) of the Securities Act of 1933. The complaint also charges Guerriero with violation of Section 20(b) of the Exchange Act, and names GCE Wealth, Inc., an entity owned by Guerriero, as a relief defendant. The SEC is seeking injunctive relief, disgorgement, civil penalties, and penny stock and officer and director bars. In a related matter, on December 11, 2015, the U.S. Attorney's Office for the Southern District of Florida announced that Guerriero has been criminally charged with conspiracy, mail and wire fraud, and witness tampering and obstruction of justice during an SEC investigation. SEC Complaint