SEC v. RICARDI CELICOURT; and BRISLY GUILLAUME, No. 0:24-cv-61275, District of Columbia (July 19, 2024) — Complaint

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UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF FLORIDA
CASE NO.:
SECURITIES AND EXCHANGE COMMISSION,

Plaintiff,

v.

RICARDI CELICOURT and
BRISLY GUILLAUME,

Defendants.
____________________________________________/

COMPLAINT FOR INJUNCTIVE AND OTHER RELIEF
Plaintiff Securities and Exchange Commission (the “Commission”) alleges:
I. INTRODUCTION
1. From  approximately  April  2021  until  June  2023,  Defendants  Ricardi  Celicourt
(“Celicourt”)   and   Brisly   Guillaume   (“Guillaume”)   (collectively,   “Defendants”)   acted   as
unregistered brokers on behalf of Royal Bengal Logistics, Inc. (“RBL”), a trucking and logistics
company that is the subject of a related Commission enforcement action
1
 for its operation of an
affinity fraud and Ponzi scheme targeting South Florida’s Haitian-American community.
2. Of the total $112 million raised as part of the scheme, Defendants helped raise at
least $109 million from the offer and sale of securities of RBL and received approximately $1.3
million  in  transaction-based  compensation  in  the  form  of  bonuses.  At  all  times  relevant,
Defendants  were  not registered  with  the  Commission  as  brokers  or  dealers  or associated  with  a
registered  broker-dealer.  Also,  RBL’s  securities  were  not  registered  with  the  Commission,  and
there was no available exemption from registration for the offer or sale of these securities.

1
 SEC v. Royal Bengal Logistics, Inc., et al., Case No. 23-61179-DSL (S.D. Fla. June 20, 2023).

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3. By  engaging  in  this  conduct,  Defendants  violated  Sections  5(a)  and  5(c)  of  the
Securities Act of 1933 (“Securities Act”) [15 U.S.C. §§ 77e(a), 77e(c)]  and Section 15(a)(1) of the
Securities  Exchange  Act  of  1934  (“Exchange  Act”)  [15  USC  §  78o(a)(1)]. Unless  enjoined,
Defendants are  reasonably  likely  to  continue  to  violate  the  federal  securities  laws.  The
Commission   also   seeks against   Defendants   disgorgement   of   ill-gotten   gains,   along with
prejudgment interest thereon, and civil monetary penalties.
II. DEFENDANTS AND RELEVANT ENTITY
A. Defendants
4. Celicourt,  age  40,  is  an  individual  residing  in Coconut  Creek,  Florida.  From
approximately April  2021  through  June  2023,  Celicourt  served  as  RBL’s Vice  President  of
Business  Development  and  Investor  Relations,  and  offered  and  sold  investments  in  RBL  to  the
investing public. Celicourt has never been registered with the Commission.
5. Guillaume,  age  39, is  an  individual  residing  in  Boynton  Beach,  Florida.  From
approximately April 2021 through June 2023, Guillaume served as RBL’s Director of Business
Development  and  Investor  Relations,  and  offered  and  sold  investments  in  RBL  to  the  investing
public. Guillaume has never been registered with the Commission.
B. Relevant Entity
6. RBL was  a Florida  for-profit  corporation  with  its  principal  place  of  business  in
Coral Springs, Florida. RBL was formed in June 2018 for the purpose of operating a trucking and
logistics business. RBL began raising funds from investors in 2019 purportedly to increase the size
of  its  fleet  of  trucks  and  grow  its  operations.  RBL’s  investment  offerings  have never  been
registered with the Commission.
7. On June 20, 2023, the Commission filed an emergency action against RBL and its
then-President Sanjay Singh (“Singh”), alleging RBL was operating an affinity fraud and Ponzi

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scheme  targeting  South  Florida’s  Haitian-American  community. The  Commission’s  complaint
alleged that during RBL’s unregistered offering, RBL and Singh made material misrepresentations
and omissions to investors about, among other things, RBL’s business and profitability, its use of
investor funds, and the source of investor returns.
III. JURISDICTION AND VENUE
8. The 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)], and Sections 21(d), 21(e),
and Section 27(a) of the Exchange Act [15 U.S.C. §§ 78u(d), 78u (e), and 78aa(a)].
9. This  Court  has  personal  jurisdiction  over  the  Defendants,  and  venue  lies  in  the
Southern District of Florida because Defendants reside in the District, and most of the transactions
and acts constituting the violations alleged in this Complaint occurred in this District.
10. In connection with the conduct alleged in this Complaint, the Defendants, directly
and indirectly, singly or in concert with others, have made use of the means or instrumentalities of
interstate commerce, the means or instruments of transportation and communication in interstate
commerce, and the mails.
IV. FACTUAL ALLEGATIONS
A. RBL’s Unregistered Securities Offerings
11. RBL  was  a  transportation  and  logistics  company  registered  as  a  common  carrier
with the U.S. Department of Transportation.
12. From at least August 2019 until the Commission filed its emergency action in June
2023 against RBL and others, RBL operated a Ponzi scheme by offering and selling unregistered
securities of RBL (the “Offering”).

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13. The  scheme  raised  at  least  $112  million  from  as  many  as  1,500  investors.  A
majority  of  the  investors  were  from  South  Florida’s  Haitian-American  community,  but  also
included residents from at least 17 other states, the District of Columbia, Haiti, Canada, and India.
14. The  Offering  included  at  least four  investment  programs,  promising  guaranteed
returns ranging from 12.5% to as high as 325% depending on the program (collectively, “RBL’s
Investment Programs”).
(i) RBL’s Short & Long Term Investment Programs
15. RBL offered investors the opportunity to invest in RBL’s business through two loan
programs,  a Short Term Investment Program (the “Short Term Program”) and a Long Term Owner
Financing Program (the “Long Term Program”). RBL represented to investors that investments in
either loan program would be used in RBL’s general business operations.
16. RBL’s  Short  Term  Program  required   a  minimum  investment  of  $25,000,  with  a
maximum investment of $200,000, for a period of 90 to 365 days depending upon the investment
amount.  At  the  end  of  the  loan period,  RBL  was  obligated  to  repay  investors  their  principal
investment  plus  interest  ranging  from  20-24%  depending  on  the  investment  amount  and term
selected by the investor.
17. RBL’s  Long  Term  Program  required   a  minimum  investment of  $60,000,  with  a
maximum of $250,000, for a 36-month term. Under the Long Term Program, RBL was obligated
to pay investors monthly payments based on an annual 12.5% interest rate.
(ii) RBL’s Trailer Sponsorship Program
18. The third investment program offered by RBL was its Trailer Sponsorship Program
(the “Trailer Program”). The Trailer Program was a six-month program that offered investors the
opportunity to sponsor the building and purchase of a tractor-trailer on behalf of RBL.

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19. Under  the  Trailer  Program,  the  minimum  investment  was  $50,000,  with  a
maximum  investment  of  $200,000, for  a  period  of  180  days.  RBL  represented  to  investors  that
their funds would be used to build trailers in India, which were then disassembled   and shipped to
the United States.  RBL claimed that upon arriving in the U.S., the trailers were then reassembled
and added to RBL’s fleet or sold for a profit. At the end of the period, RBL was obligated to repay
investors their principal investment plus 30% interest.
(iii) RBL’s Truck Program
20. RBL’s Equipment Management Investment Program (the “Truck Program”) had   a
five-year term (the longest of RBL’s Investment Programs) and offered the highest returns. The
Truck Program required a minimum investment of $55,000 that RBL purportedly used   toward the
purchase of a semi-truck on behalf of the investor.
21. RBL explained to prospective investors that it took all steps to purchase and operate
the  truck  on  behalf  of  the  investor, including identifying  and  purchasing  the  truck,  arranging
financing for the investor to purchase the truck, assigning a driver, obtaining licensing, registration
and insurance, and maintaining the truck. Investors were required to make the investment through
a  new  or  existing  corporation  or  limited  liability  company  created  by  the  investor,  which  RBL
claimed w ould be the legal owner of the truck.
22. Under the terms of the Truck Program, the investor agreed   to lease the truck to RBL
for  a  five-year term.  RBL  paid  the  investor  monthly  lease  payments  in  the  amount  of  $3,000,
beginning on the third month for 58 months. At the end of the five-year term, an investor in the
Truck  Program  would  have  received $174,000 in  lease  payments  alone,  representing at  least  a
216%  return  on  investment.  The  investor  also purportedly owned  the  truck  outright, which  the
investor  could keep, sell  to  RBL,   or  sell  to  a  third  party. Assuming  the  truck  is  valued  at

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approximately  $55,000  when  returned  to  the  investor  at  the  end  of  the  five-year  lease,  the  total
return on investment would be 316%.
23. Investors could also invest $110,000 in the Truck Program for the purchase of two
trucks. As an incentive to invest in two trucks, RBL paid investors a $10,000 rebate 30 days after
receipt of the investor’s investment. Under the two-truck option, RBL paid investors monthly lease
payments in the amount of $6,000 for 58 months, after which an investor in the Truck Program
owned two trucks outright and would have received $358,000, representing at least a 225% return
on  investment.  Assuming  the  combined  value  of  the  trucks  is  approximately  $110,000  when
returned to the investor at the end of the five-year lease, the total return on investment would be
325%.
24. RBL’s Investment Programs constituted   investment contracts and were, therefore,
securities  under  SEC  v.  W.J.  Howey  Co.,  328  U.S.  293,  298-99  (1946).  With  respect  to  these
investment programs, there was (a) an investment of money; (b) in a common enterprise; (c) based
on the expectation of profits to be derived from the entrepreneurial or managerial efforts of others.
See SEC v. Friendly Power Co., LLC, 49 F. Supp. 2d 1363, 1368 (S.D. Fla. 1999). Further, the
Short  Term  and  Long  Term  Programs  are  notes  constituting  securities  under  Reves  v.  Ernst  &
Young, 494 U.S. 56, 65, 67 (1990).
25. New investors typically began by investing $25,000 in RBL’s Short Term Program,
which was an apparent teaser program designed to lure investors into making larger investments
over longer periods of time. After the three-month investment period, when RBL repaid investors
their  initial  $25,000  investment,  plus  $5,000  of  “interest,”  many  investors  decided   to  roll  their
$30,000 principal and interest payment into RBL’s Truck Program, which required   an additional
$25,000 investment and a five-year term.

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26. In their solicitation of investors, Defendants touted the success of RBL’s business
model, and told investors that their money would be used to grow RBL’s operations and increase
RBL’s  fleet  of  semi-trucks  and  trailers.  Among  other  things,  Defendants  assured  investors  and
prospective investors that their investment programs were safe.
27. No  registration  statement  was  filed  with  the  Commission  or  was  in  effect  at  the
time of the Offering, and no exemption from registration was available.
28. Throughout  the  duration  of  the  Offering,  RBL  and  Defendants  engaged in  the
general solicitation of investors.
B. Defendants Solicit Investors for RBL’s Unregistered Securities Offering
29. Defendants solicited investors through promotional videos (including videos which
were  publicly  available  on  YouTube  and  RBL’s  website),  in-person  investor  presentations,
investor conferences, and word-of-mouth.
30. Prior  to  investing  in  one  of  RBL’s  Investment  Programs,  investors  typically  met
with a member of RBL’s Business Development and Investor Relations Department (the “BDIR
Department”), including with the Defendants.
31. Defendants  and  others  in  the  BDIR  Department  routinely  spoke  with  investors
about RBL’s Investment Programs and provided them offering materials and a brochure, entitled
“RBL  Investor  Plan,”  which  described  each  of  the  four  investment  programs  along  with  their
requirements.
32. From  April  2021  through  June  2023,  while  the  Defendants  served  in  the  BDIR
Department, RBL raised at least $109 million of the total $112 million raised from investors.
(i) Celicourt’s Conduct
33. Celicourt  served  as  the Vice  President  of  Business  Development  and  Investor
Relations from approximately April 2021 through June 2023. Celicourt’s role was to help RBL

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grow  by  bringing  new  investor  funds  into  the  company.  In this  role,  Celicourt  oversaw  RBL’s
investor sales team and personally offered and sold RBL’s securities to investors in the Offering.
34. Celicourt raised new  investor  funds  for RBL  and  regularly met  with  investors  to
explain RBL’s business and assist them with the investment process.
35. Celicourt  also  signed  investment  contracts  on  behalf  of  RBL  and  assisted  with
investor meetings and presentations.
36. Celicourt  appeared  in  RBL  promotional  videos  posted  on  YouTube  and  RBL’s
website,  and  participated  in  formal  presentations  to  groups  of  investors,  including  a  November
2022 Zoom meeting. Celicourt discussed, among other things, RBL’s growing business as well as
price increases to their investment programs. Celicourt told investors that the minimum investment
amount for the Truck Program would soon increase from $45,000 to $55,000. He also discussed
investor returns, stating that some investors had made over $100,000 in profits.
37. Celicourt  received  a  salary  of  approximately  $107,000  in  2022  and,  for  his
participation  in  the  Offering,  was  compensated  approximately  $517,000 in  bonuses  tied  to  the
performance of the BDIR Department, which raised capital for RBL from investors.
(ii) Guillaume’s Conduct
38. Guillaume initially served as RBL’s Fleet Manager from approximately April 2020
through  April  2021.  From  at  least  April  2021  until  June  2023, Guillaume  worked  as  RBL’s
Director of Business Development and Investor Relations under Celicourt.
39. As  a  director,  Guillaume  regularly  pitched  investors  on  RBL’s  Investment
Programs, assisted investors with establishing their own companies through which they invested
in  RBL,  and  walked  investors  through  all  relevant  steps  in  RBL’s  Truck  Program,  including
signing investment agreements on behalf of RBL.

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40. Guillaume  met  with  prospective  investors  and  used  brochures  provided  by  RBL
containing information concerning RBL’s Investment Programs.
41. Guillaume appeared in RBL’s promotional videos posted on YouTube and RBL’s
website touting the company’s success as well as his work with investors to build a partnership of
trust and respect.  Guillaume also appeared during the November 2022 Zoom investor presentation,
introduced himself as the Executive Director of Business Development and stated, among other
things, that RBL’s fundamentals were strong, projecting 250,000 new trailers to be built in one
year.  Guillaume  also  informed  investors  that  the  minimum  investment  amount  for  RBL’s  truck
program would soon increase to $55,000.
42. Guillaume also attended  RBL’s  February  2023  investor  conference  where  he,
again, discussed the company’s success.
43. Guillaume  received  a  salary  of  approximately  $55,000 in  2022  and,  for  his
participation  in  the  Offering,  was  compensated  approximately  $787,000  in  bonuses  tied  to  the
performance of the BDIR Department, which raised capital for RBL through investors.
V. VIOLATIONS ALLEGED
COUNT I
Violations of Sections 5(a) and 5(c) of the Securities Act

44. The Commission repeats and realleges paragraphs 1 through 43 of this Complaint
as if fully set forth herein.
45. No registration statement was filed or in effect with the Commission pursuant to
the Securities Act with respect to the securities offered and sold by the Defendants as described in
this Complaint, and no exemption from registration existed with respect to these securities.
46. From at least April 2021 through June 2023, the Defendants directly and indirectly:

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(a) made use of any means or instruments of transportation or communication
in interstate commerce or of the mails to sell securities, through the use or
medium of a prospectus or otherwise;

(b) carried or caused to be carried securities through the mails or in interstate
commerce, by any means or instruments of transportation, for the purpose
of sale or delivery after sale; or

(c) made use of any means or instruments of transportation or communication
in interstate commerce or of the mails to offer to sell or offer to buy through
the use or medium of any prospectus or otherwise any security,
without  a  registration  statement  having  been  filed  or  being  in  effect  with  the  Commission  as  to
such securities.
47. By  reason  of  the  foregoing, Defendants  violated  and, unless  enjoined, are
reasonably likely to continue to violate Sections 5(a) and 5(c) of the Securities Act [ 15 U.S.C. §§
77e(a) and 77e(c)].
COUNT II
Violations of Section 15(a)(1) of the Exchange Act

48. The Commission repeats and realleges paragraphs 1 through 43 of this Complaint
as if fully set forth herein.
49.  From approximately April 2021 and continuing through approximately June 2023,
the Defendants, directly or indirectly, by the use of the mails or any means or instrumentality of
interstate commerce, effected transactions in, or induced or attempted to induce the purchase or
sale  of  securities,  while  they  were not  registered  with  the  Commission  as  a  broker  or  dealer  or
when they were not associated with an entity registered with the Commission as a broker-dealer.
50. By reason of the foregoing Defendants violated and, unless enjoined, are reasonably
likely to continue to violate Section 15(a)(1) of the Exchange Act [15 U.S.C. §78o(a)(1)].

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VI. RELIEF REQUESTED
WHEREFORE,  the  Commission  respectfully  requests  the  Court  find  the  Defendants
committed the violations alleged, and:
A. Permanent Injunction
Issue Permanent  Injunctions,  enjoining  Celicourt  and  Guillaume,  their  officers,  agents,
servants, employees, attorneys, and all persons in active concert or participation with them, and
each of them, from violating Sections 5(a) and 5(c) of the Securities Act [15 U.S.C. §§ 77e(a) and
77e(c)] and Section 15(a)(1) of the Exchange Act [15 U.S.C. §78o(a)(1)].
B. Disgorgement
 Issue  an  Order  directing  Defendants  to  disgorge  all  ill-gotten  gains  received  within  the
applicable statute of limitations, including prejudgment interest, resulting from the acts or courses
of conduct alleged in this Complaint.
C. Penalties
Issue an Order directing Defendants to pay civil money penalties pursuant to Section 20(d)
of  the  Securities  Act  [15  U.S.C.  §  77t(d)]   and  Section  21(d)  of  the  Exchange  Act  [15  U.S.C.  §
78u(d)].
D. Further Relief
Grant such other and further relief as may be necessary and appropriate.
E. Retention of Jurisdiction
Further, the Commission respectfully requests that the Court retain jurisdiction over this
action in order to implement and carry out the terms of all orders and decrees that it may enter, or
to entertain any suitable application or motion by the Commission for additional relief within the
jurisdiction of this Court.

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VII. DEMAND FOR JURY TRIAL
 The Commission hereby demands a jury trial on all issues so triable.

 Dated: July 18, 2024     Respectfully submitted,

Russell R. O’Brien
Russell R. O’Brien
Trial Counsel
Florida Bar No. 084542
Direct Dial: (305) 982-6341
Email: [email protected]

Attorney for Plaintiff
SECURITIES AND EXCHANGE
COMMISSION
801 Brickell Avenue, Suite 1950
Miami, Florida 33131

Of counsel:
Linda Schmidt, Senior Counsel
Securities and Exchange Commission
801 Brickell Avenue, Suite 1950
Miami, Florida 33131

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UNITED STATES DISTRICT COURT 
SOUTHERN DISTRICT OF FLORIDA 

CASE NO.:  

SECURITIES AND EXCHANGE COMMISSION, 
 

Plaintiff, 
 
v. 
 
RICARDI CELICOURT and 
BRISLY GUILLAUME, 
 

Defendants. 
____________________________________________/ 
 

 
 
 
 
 
 

COMPLAINT FOR INJUNCTIVE AND OTHER RELIEF 

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

I. INTRODUCTION 

1. From approximately April 2021 until June 2023, Defendants Ricardi Celicourt 

(“Celicourt”) and Brisly Guillaume (“Guillaume”) (collectively, “Defendants”) acted as 

unregistered brokers on behalf of Royal Bengal Logistics, Inc. (“RBL”), a trucking and logistics 

company that is the subject of a related Commission enforcement action1 for its operation of an 

affinity fraud and Ponzi scheme targeting South Florida’s Haitian-American community.  

2. Of the total $112 million raised as part of the scheme, Defendants helped raise at 

least $109 million from the offer and sale of securities of RBL and received approximately $1.3 

million in transaction-based compensation in the form of bonuses. At all times relevant, 

Defendants were not registered with the Commission as brokers or dealers or associated with a 

registered broker-dealer. Also, RBL’s securities were not registered with the Commission, and 

there was no available exemption from registration for the offer or sale of these securities. 

 
1 SEC v. Royal Bengal Logistics, Inc., et al., Case No. 23-61179-DSL (S.D. Fla. June 20, 2023).  

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

Securities Act of 1933 (“Securities Act”) [15 U.S.C. §§ 77e(a), 77e(c)] and Section 15(a)(1) of the 

Securities Exchange Act of 1934 (“Exchange Act”) [15 USC § 78o(a)(1)]. Unless enjoined, 

Defendants are reasonably likely to continue to violate the federal securities laws. The 

Commission also seeks against Defendants disgorgement of ill-gotten gains, along with 

prejudgment interest thereon, and civil monetary penalties.  

II. DEFENDANTS AND RELEVANT ENTITY 

A. Defendants 

4. Celicourt, age 40, is an individual residing in Coconut Creek, Florida. From 

approximately April 2021 through June 2023, Celicourt served as RBL’s Vice President of 

Business Development and Investor Relations, and offered and sold investments in RBL to the 

investing public. Celicourt has never been registered with the Commission.  

5. Guillaume, age 39, is an individual residing in Boynton Beach, Florida. From 

approximately April 2021 through June 2023, Guillaume served as RBL’s Director of Business 

Development and Investor Relations, and offered and sold investments in RBL to the investing 

public. Guillaume has never been registered with the Commission. 

B. Relevant Entity 

6. RBL was a Florida for-profit corporation with its principal place of business in 

Coral Springs, Florida. RBL was formed in June 2018 for the purpose of operating a trucking and 

logistics business. RBL began raising funds from investors in 2019 purportedly to increase the size 

of its fleet of trucks and grow its operations. RBL’s investment offerings have never been 

registered with the Commission.  

7. On June 20, 2023, the Commission filed an emergency action against RBL and its 

then-President Sanjay Singh (“Singh”), alleging RBL was operating an affinity fraud and Ponzi 

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scheme targeting South Florida’s Haitian-American community. The Commission’s complaint 

alleged that during RBL’s unregistered offering, RBL and Singh made material misrepresentations 

and omissions to investors about, among other things, RBL’s business and profitability, its use of 

investor funds, and the source of investor returns. 

III. JURISDICTION AND VENUE 

8. The 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)], and Sections 21(d), 21(e), 

and Section 27(a) of the Exchange Act [15 U.S.C. §§ 78u(d), 78u (e), and 78aa(a)].  

9. This Court has personal jurisdiction over the Defendants, and venue lies in the 

Southern District of Florida because Defendants reside in the District, and most of the transactions 

and acts constituting the violations alleged in this Complaint occurred in this District.  

10. In connection with the conduct alleged in this Complaint, the Defendants, directly 

and indirectly, singly or in concert with others, have made use of the means or instrumentalities of 

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

commerce, and the mails. 

IV. FACTUAL ALLEGATIONS 

A. RBL’s Unregistered Securities Offerings 

11. RBL was a transportation and logistics company registered as a common carrier 

with the U.S. Department of Transportation.   

12. From at least August 2019 until the Commission filed its emergency action in June 

2023 against RBL and others, RBL operated a Ponzi scheme by offering and selling unregistered 

securities of RBL (the “Offering”). 

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13. The scheme raised at least $112 million from as many as 1,500 investors. A 

majority of the investors were from South Florida’s Haitian-American community, but also 

included residents from at least 17 other states, the District of Columbia, Haiti, Canada, and India. 

14. The Offering included at least four investment programs, promising guaranteed 

returns ranging from 12.5% to as high as 325% depending on the program (collectively, “RBL’s 

Investment Programs”).  

(i) RBL’s Short & Long Term Investment Programs 

15. RBL offered investors the opportunity to invest in RBL’s business through two loan 

programs, a Short Term Investment Program (the “Short Term Program”) and a Long Term Owner 

Financing Program (the “Long Term Program”). RBL represented to investors that investments in 

either loan program would be used in RBL’s general business operations. 

16. RBL’s Short Term Program required a minimum investment of $25,000, with a 

maximum investment of $200,000, for a period of 90 to 365 days depending upon the investment 

amount. At the end of the loan period, RBL was obligated to repay investors their principal 

investment plus interest ranging from 20-24% depending on the investment amount and term 

selected by the investor.  

17. RBL’s Long Term Program required a minimum investment of $60,000, with a 

maximum of $250,000, for a 36-month term. Under the Long Term Program, RBL was obligated 

to pay investors monthly payments based on an annual 12.5% interest rate.  

(ii) RBL’s Trailer Sponsorship Program 

18. The third investment program offered by RBL was its Trailer Sponsorship Program 

(the “Trailer Program”). The Trailer Program was a six-month program that offered investors the 

opportunity to sponsor the building and purchase of a tractor-trailer on behalf of RBL.  

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19. Under the Trailer Program, the minimum investment was $50,000, with a 

maximum investment of $200,000, for a period of 180 days. RBL represented to investors that 

their funds would be used to build trailers in India, which were then disassembled and shipped to 

the United States. RBL claimed that upon arriving in the U.S., the trailers were then reassembled 

and added to RBL’s fleet or sold for a profit. At the end of the period, RBL was obligated to repay 

investors their principal investment plus 30% interest.  

(iii) RBL’s Truck Program 

20. RBL’s Equipment Management Investment Program (the “Truck Program”) had a 

five-year term (the longest of RBL’s Investment Programs) and offered the highest returns. The 

Truck Program required a minimum investment of $55,000 that RBL purportedly used toward the 

purchase of a semi-truck on behalf of the investor.  

21. RBL explained to prospective investors that it took all steps to purchase and operate 

the truck on behalf of the investor, including identifying and purchasing the truck, arranging 

financing for the investor to purchase the truck, assigning a driver, obtaining licensing, registration 

and insurance, and maintaining the truck. Investors were required to make the investment through 

a new or existing corporation or limited liability company created by the investor, which RBL 

claimed would be the legal owner of the truck.  

22. Under the terms of the Truck Program, the investor agreed to lease the truck to RBL 

for a five-year term. RBL paid the investor monthly lease payments in the amount of $3,000, 

beginning on the third month for 58 months. At the end of the five-year term, an investor in the 

Truck Program would have received $174,000 in lease payments alone, representing at least a 

216% return on investment. The investor also purportedly owned the truck outright, which the 

investor could keep, sell to RBL, or sell to a third party. Assuming the truck is valued at 

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approximately $55,000 when returned to the investor at the end of the five-year lease, the total 

return on investment would be 316%. 

23. Investors could also invest $110,000 in the Truck Program for the purchase of two 

trucks. As an incentive to invest in two trucks, RBL paid investors a $10,000 rebate 30 days after 

receipt of the investor’s investment. Under the two-truck option, RBL paid investors monthly lease 

payments in the amount of $6,000 for 58 months, after which an investor in the Truck Program 

owned two trucks outright and would have received $358,000, representing at least a 225% return 

on investment. Assuming the combined value of the trucks is approximately $110,000 when 

returned to the investor at the end of the five-year lease, the total return on investment would be 

325%. 

24. RBL’s Investment Programs constituted investment contracts and were, therefore, 

securities under SEC v. W.J. Howey Co., 328 U.S. 293, 298-99 (1946). With respect to these 

investment programs, there was (a) an investment of money; (b) in a common enterprise; (c) based 

on the expectation of profits to be derived from the entrepreneurial or managerial efforts of others. 

See SEC v. Friendly Power Co., LLC, 49 F. Supp. 2d 1363, 1368 (S.D. Fla. 1999). Further, the 

Short Term and Long Term Programs are notes constituting securities under Reves v. Ernst & 

Young, 494 U.S. 56, 65, 67 (1990).  

25. New investors typically began by investing $25,000 in RBL’s Short Term Program, 

which was an apparent teaser program designed to lure investors into making larger investments 

over longer periods of time. After the three-month investment period, when RBL repaid investors 

their initial $25,000 investment, plus $5,000 of “interest,” many investors decided to roll their 

$30,000 principal and interest payment into RBL’s Truck Program, which required an additional 

$25,000 investment and a five-year term. 

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26. In their solicitation of investors, Defendants touted the success of RBL’s business 

model, and told investors that their money would be used to grow RBL’s operations and increase 

RBL’s fleet of semi-trucks and trailers. Among other things, Defendants assured investors and 

prospective investors that their investment programs were safe. 

27. No registration statement was filed with the Commission or was in effect at the 

time of the Offering, and no exemption from registration was available. 

28. Throughout the duration of the Offering, RBL and Defendants engaged in the 

general solicitation of investors. 

B. Defendants Solicit Investors for RBL’s Unregistered Securities Offering 

29. Defendants solicited investors through promotional videos (including videos which 

were publicly available on YouTube and RBL’s website), in-person investor presentations, 

investor conferences, and word-of-mouth.  

30. Prior to investing in one of RBL’s Investment Programs, investors typically met 

with a member of RBL’s Business Development and Investor Relations Department (the “BDIR 

Department”), including with the Defendants.   

31. Defendants and others in the BDIR Department routinely spoke with investors 

about RBL’s Investment Programs and provided them offering materials and a brochure, entitled 

“RBL Investor Plan,” which described each of the four investment programs along with their 

requirements. 

32. From April 2021 through June 2023, while the Defendants served in the BDIR 

Department, RBL raised at least $109 million of the total $112 million raised from investors. 

(i) Celicourt’s Conduct 

33. Celicourt served as the Vice President of Business Development and Investor 

Relations from approximately April 2021 through June 2023. Celicourt’s role was to help RBL 

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grow by bringing new investor funds into the company. In this role, Celicourt oversaw RBL’s 

investor sales team and personally offered and sold RBL’s securities to investors in the Offering.   

34. Celicourt raised new investor funds for RBL and regularly met with investors to 

explain RBL’s business and assist them with the investment process.   

35. Celicourt also signed investment contracts on behalf of RBL and assisted with 

investor meetings and presentations.   

36. Celicourt appeared in RBL promotional videos posted on YouTube and RBL’s 

website, and participated in formal presentations to groups of investors, including a November 

2022 Zoom meeting. Celicourt discussed, among other things, RBL’s growing business as well as 

price increases to their investment programs. Celicourt told investors that the minimum investment 

amount for the Truck Program would soon increase from $45,000 to $55,000. He also discussed 

investor returns, stating that some investors had made over $100,000 in profits.   

37. Celicourt received a salary of approximately $107,000 in 2022 and, for his 

participation in the Offering, was compensated approximately $517,000 in bonuses tied to the 

performance of the BDIR Department, which raised capital for RBL from investors.   

(ii) Guillaume’s Conduct 

38. Guillaume initially served as RBL’s Fleet Manager from approximately April 2020 

through April 2021. From at least April 2021 until June 2023, Guillaume worked as RBL’s 

Director of Business Development and Investor Relations under Celicourt. 

39. As a director, Guillaume regularly pitched investors on RBL’s Investment 

Programs, assisted investors with establishing their own companies through which they invested 

in RBL, and walked investors through all relevant steps in RBL’s Truck Program, including 

signing investment agreements on behalf of RBL.   

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40. Guillaume met with prospective investors and used brochures provided by RBL 

containing information concerning RBL’s Investment Programs.  

41. Guillaume appeared in RBL’s promotional videos posted on YouTube and RBL’s 

website touting the company’s success as well as his work with investors to build a partnership of 

trust and respect.  Guillaume also appeared during the November 2022 Zoom investor presentation, 

introduced himself as the Executive Director of Business Development and stated, among other 

things, that RBL’s fundamentals were strong, projecting 250,000 new trailers to be built in one 

year. Guillaume also informed investors that the minimum investment amount for RBL’s truck 

program would soon increase to $55,000.   

42. Guillaume also attended RBL’s February 2023 investor conference where he, 

again, discussed the company’s success. 

43. Guillaume received a salary of approximately $55,000 in 2022 and, for his 

participation in the Offering, was compensated approximately $787,000 in bonuses tied to the 

performance of the BDIR Department, which raised capital for RBL through investors.   

V. VIOLATIONS ALLEGED 

COUNT I 

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

44. The Commission repeats and realleges paragraphs 1 through 43 of this Complaint 

as if fully set forth herein. 

45. No registration statement was filed or in effect with the Commission pursuant to  

the Securities Act with respect to the securities offered and sold by the Defendants as described in 

this Complaint, and no exemption from registration existed with respect to these securities. 

46. From at least April 2021 through June 2023, the Defendants directly and indirectly: 

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(a) made use of any means or instruments of transportation or communication 
in interstate commerce or of the mails to sell securities, through the use or 
medium of a prospectus or otherwise; 

 
(b) carried or caused to be carried securities through the mails or in interstate 

commerce, by any means or instruments of transportation, for the purpose 
of sale or delivery after sale; or 

 
(c) made use of any means or instruments of transportation or communication 

in interstate commerce or of the mails to offer to sell or offer to buy through 
the use or medium of any prospectus or otherwise any security, 

without a registration statement having been filed or being in effect with the Commission as to 

such securities. 

47. By reason of the foregoing, Defendants violated and, unless enjoined, are 

reasonably likely to continue to violate Sections 5(a) and 5(c) of the Securities Act [15 U.S.C. §§ 

77e(a) and 77e(c)]. 

COUNT II 

Violations of Section 15(a)(1) of the Exchange Act 
 

48. The Commission repeats and realleges paragraphs 1 through 43 of this Complaint 

as if fully set forth herein. 

49.  From approximately April 2021 and continuing through approximately June 2023, 

the Defendants, directly or indirectly, by the use of the mails or any means or instrumentality of 

interstate commerce, effected transactions in, or induced or attempted to induce the purchase or 

sale of securities, while they were not registered with the Commission as a broker or dealer or 

when they were not associated with an entity registered with the Commission as a broker-dealer.  

50. By reason of the foregoing Defendants violated and, unless enjoined, are reasonably 

likely to continue to violate Section 15(a)(1) of the Exchange Act [15 U.S.C. §78o(a)(1)]. 

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VI. RELIEF REQUESTED 

WHEREFORE, the Commission respectfully requests the Court find the Defendants 

committed the violations alleged, and: 

A. Permanent Injunction 

Issue Permanent Injunctions, enjoining Celicourt and Guillaume, their officers, agents, 

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

each of them, from violating Sections 5(a) and 5(c) of the Securities Act [15 U.S.C. §§ 77e(a) and 

77e(c)] and Section 15(a)(1) of the Exchange Act [15 U.S.C. §78o(a)(1)].  

B. Disgorgement  

 Issue an Order directing Defendants to disgorge all ill-gotten gains received within the 

applicable statute of limitations, including prejudgment interest, resulting from the acts or courses 

of conduct alleged in this Complaint. 

C. Penalties 

Issue an Order directing Defendants to pay civil money penalties pursuant to Section 20(d) 

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

78u(d)]. 

D. Further Relief 

Grant such other and further relief as may be necessary and appropriate. 

E. Retention of Jurisdiction 

Further, the Commission respectfully requests that the Court retain jurisdiction over this 

action in order to implement and carry out the terms of all orders and decrees that it may enter, or 

to entertain any suitable application or motion by the Commission for additional relief within the 

jurisdiction of this Court. 

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VII. DEMAND FOR JURY TRIAL 

 The Commission hereby demands a jury trial on all issues so triable. 

 

 Dated: July 18, 2024   Respectfully submitted, 

 
Russell R. O’Brien 
Russell R. O’Brien 
Trial Counsel 
Florida Bar No. 084542 
Direct Dial: (305) 982-6341 
Email: [email protected] 
 
Attorney for Plaintiff 
SECURITIES AND EXCHANGE  
COMMISSION 
801 Brickell Avenue, Suite 1950 
Miami, Florida 33131 

 
Of counsel: 
Linda Schmidt, Senior Counsel 
Securities and Exchange Commission 
801 Brickell Avenue, Suite 1950 
Miami, Florida 33131 

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	I. INTRODUCTION
	II. DEFENDANTS AND RELEVANT ENTITY
	A. Defendants
	B. Relevant Entity

	III. JURISDICTION AND VENUE
	IV. FACTUAL ALLEGATIONS
	A. RBL’s Unregistered Securities Offerings
	B. Defendants Solicit Investors for RBL’s Unregistered Securities Offering
	(i) Celicourt’s Conduct
	(ii) Guillaume’s Conduct


	V. VIOLATIONS ALLEGED
	VI. RELIEF REQUESTED
	A. Permanent Injunction
	B. Disgorgement
	C. Penalties
	D. Further Relief
	E. Retention of Jurisdiction

	VII. DEMAND FOR JURY TRIAL