Aaron Wagner And Wags Capital: From Pro Football To Utah’s Latest Disgraced Financial Influencer
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As some readers of Hindenburg may be aware, we got our start in the world of fraud research by investigating suspected Ponzi schemes and private market fraud, including multiple firms and individuals later charged criminally or civilly by regulators.
In a more recent example, in 2022, we uncovered a $400 million ongoing ponzi scheme called J&J Purchasing based in Las Vegas.
As part of our investigation into J&J, we obtained recordings of its key marketers by rigging a private jet with hidden surveillance equipment and inviting them to pitch the investment offering to a Hindenburg associate posing as a wealthy investor. As is customary during our research process, when we suspect issues of fraud we share our findings with regulators.
In March 2022, FBI agents showed up at the home of the lawyer alleged to be behind the scheme, resulting in a shootout followed by a four hour standoff, during which the lawyer confessed repeatedly to having run J&J as a Ponzi scheme. The lawyer was then taken into custody, recovered from his gunshot wounds and was criminally indicted on charges of wire fraud and money laundering.
The Wall Street Journal broke the story. We published our full findings the following day.
On October 23rd, 2024, Prominent Utah Entrepreneur Aaron Wagner Was Criminally Charged With One Count of Wire Fraud By Federal Prosecutors
On October 24th, Aaron Wagner, a social media financial influencer, and claimed successful entrepreneur managing $1 billion in investor assets, was arrested and taken into jail, per Salt Lake City’s prison inmate lookup.
The Department of Justice unsealed a complaint that had been filed the previous day alleging wire fraud. Per the complaint, Wagner diverted funds raised from an investor—that were supposed to be used to build certain restaurants—to instead purchase a private plane. We are glad to see the DoJ take swift action and hope these steps help maximize recovery for any of Wagner’s aggrieved investors.
We began researching Wagner in August 2023, following outreach from multiple whistleblowers who reported how he had misrepresented his investment performance, falsified financial records, and illicitly skimmed investor assets. We examined these issues in addition to evidence that he fabricated key elements of his background.
Today, we are publishing some of our findings to hopefully shed more light on the story of Aaron Wagner.
Part I: Wags Capital, An Investment Firm Managing $1 Billion Founded By Aaron Wagner
Wags Capital is an investment firm founded by Aaron Wagner, who also serves as its CEO. As of April 2023, Wags Capital reported on Instagram:
“Wags Capital has $1B under management in various industries, including hospitality, food services, retail, and real estate.”
On its recently taken down website, the company touted “Returns Beyond Riches™” and reiterated the $1 billion under management claim (bottom right).
Wags Capital’s business consisted of 40-50% real estate, 40% food and beverage and 10% other investments and syndications, according to an October 20th, 2021, interview with Aaron Wagner.
Wagner also acted as managing partner of Axia Partners, a real estate investment firm with close to 400 investors and $130 million in AUM, according to Dave Allred, CEO of Axia Partners.
Wagner’s Background: From Football To Real Estate And A “Billion-Dollar Empire”
Originally from Canada, Wagner says he came to the US on a football scholarship “with $33 to [his] name.”
In 2006, Wagner signed a professional football contract, playing in the Canadian Football League until the end of the 2009 season. He launched his entrepreneurial career by using his football money to invest in foreclosures during the global financial crisis, according to an interview.
He became a millionaire by age 26, ultimately building a “billion-dollar empire.”
Wagner said in a YouTube interview that he has “done a ton of business from people just reaching out through Instagram.”
On his YouTube channel, he shared his “knowledge and tips and tricks to help you find ultimate success.”
Wagner has previously tied himself to other notorious members of the Utah business community. For example, in August 2020, he posted a picture alongside now-convicted felon and former Nikola CEO Trevor Milton. Also pictured is Tim Ballard, founder of the now-disgraced charity, Operation Underground Railroad and Milton supporter Dave Sparks (aka ‘Heavy D’).
In one now-deleted post, Wagner had thanked Trevor Milton “for hosting us in your beautiful home!”
In a December 2022 interview, Wagner described feedback on his social media:
“People call me a douchebag for being flashy … I’m not speaking to those people … the people that I’m doing that for are the people like me that saw guys like this … it’s like ‘that’s inspiring as hell’. Like, that made me get up and want to work because ‘if he could do it, I could do it.’”
Wagner’s Inspirational Origin Story Is Centered Around How He Set A Goal In High School To Play In The Rose Bowl, A Goal He Shared On His Website And In Numerous Interviews
In May 2022, He Gave A Public Speech Vividly Describing The Tear-Filled Moment He Reached His Dream Of Playing In The Rose Bowl Game
Wags Capital’s website and Wagner’s personal website told an inspirational story of how Wagner once watched the Rose Bowl with his friends and decided that one day he wanted to play in the game.
According to the story, Wagner received 30 NCAA football scholarship offers and eventually chose to go to Washington State University, where the team went “from worst to first.” Wagner said that this performance resulted in him playing in the prestigious Rose Bowl game with Washington State, proving “that I could do what I set out to do.”
In February 2022, Wagner gave a speech at Alpha Con 2022, a Salt Lake City, Utah conference comprised of “Alpha” male speakers describing their path to success.
During his speech, Wagner described his years-long journey to play in the Rose Bowl, saying his career as a football player eventually resulted in him “Living the life of my dreams. Three planes—fly wherever I want, whenever I want. Do whatever I want. Houses in multiple states.”
In a video from his speech, published on May 9th, 2022, Wagner said:
“I remember walking into the stadium in Pasadena, the Rose Bowl, 114,000 roaring fans, I walked through the tunnel, I stand there, and I’m like ‘this is exactly what I said I was going to do’. And I remember back [when he was cut from a volleyball team in 9th grade] … sitting on the stairs, with my mom, crying thinking my life was over and her saying that ‘everything happens for a reason.’”
Wagner told this same Rose Bowl story in a podcast interview on December 3, 2022. This time, he provided more details about his cathartic appearance at the Rose Bowl:
“I had tears streaming down my face, and every time I think about it [playing the Rose Bowl], it’s like I get the same feeling, right? Because it was just so incredible to know at that moment that I was powerful, that I could do anything that I wanted that like no matter what was against me … the deck stacked against me. I got no money. I got no resources. I come to this country with literally nothing, and I could make this happen. And at that moment, I knew I could do anything else that I ever wanted to do in life.”
Reality: Wagner Never Played In The Rose Bowl, As Evidenced By Checks Of Official Game Rosters, And Discussions With A Former Coach And Teammate
Wagner’s Origin Story Appears To Be A Brazen Lie
Washington State has participated in 4 Rose Bowl games, according to an aggregation of media articles on Wikipedia. Their last 2 appearances were on January 1st, 1998, when Wagner was around 15 years old (and obviously not in college) and on January 1st, 2003, when Wagner was around 20 years old, per public records of his birthday.
The website for the Washington State Cougars lists the full roster for the Rose Bowl from 2003. It does not name Wagner – nor do the rosters reported by the Los Angeles Times or by Sports Reference, which both reported the full game lineup.
As a further check, we purchased a physical copy of the official souvenir Rose Bowl game program from January 1, 2003, showing the roster for that year and, again, found no sign of Wagner.
(Source: Official Souvenir Rose Bowl Game Program)
Checking further, we found that Wagner joined Washington State for the 2003 season, which began around late August 2003, after the January 2003 Rose Bowl, according to Sports Reference.
The 2003 Washington State team that Wagner played for ended the season playing the Holiday Bowl in San Diego on December 30, 2003. The Washington State Cougars website does show that Wagner played as a linebacker in the Holiday Bowl.
After Washington State University, Wagner transferred to Brigham Young University (BYU), according to Sports Reference. Wagner’s BYU biography corroborates that he was part of the Washington State team that played the 2003 Holiday Bowl, but made no mention of a Rose Bowl appearance that one would expect, were the claim true.
(Aaron Wagner’s profile at BYU. Source: BYU Cougars)
We Spoke With The Defensive Coordinator, Bill Doba, Who Coached Washington State’s Team During The Rose Bowl Game
He Confirmed That Wagner Was Not Part Of The Game And Was On A Mormon Mission in Las Vegas At The Time, Further Confirming Wagner’s Origin Story Was A Lie
Checking further on these discrepancies, we talked to the 2003 Rose Bowl defensive coordinator and the later head coach of Washington State for the 2003 Holiday Bowl, Bill Doba. He told us that Wagner “played for a year, then he went on a mission for 2 [years] and then came back and he was a good player.”
We asked him about Wagner and the Rose Bowl, and he said, “I think he was still on the mission … when we went to the Rose Bowl.”
A former linebacker from Washington State, who played in 2003 Rose Bowl and 2003 Holiday Bowl, affirmed this, telling us:
“He was on a mission, but he came back … I’m pretty sure he was around when we played in the Holiday Bowl.”
Confirming this, on August 11, 2003, Wagner discussed his mission in Las Vegas with a local Seattle newspaper, saying:
“The only time I got to play football for the last two years was in my head, but now I finally get to put the pads on and hit some people.”
Further checking on this, we talked to the LDS’s Las Vegas mission president, Lorey Draper, who was in charge of the mission since 2002 for 3 years, overseeing Wagner. He checked his records and confirmed that Wagner was released from his mission on May 6th, 2003. Draper also confirmed that Wagner didn’t play competitive football during his mission since he was “committed to doing missionary work.” This further confirms that Wagner couldn’t have played the 2003 Rose Bowl on January 1st, 2003.
We Asked Wagner About His Appearance At The Rose Bowl: He Admitted That He Didn’t Play In The Rose Bowl Game But Said That He Played In The Rose Bowl Stadium, UCLA’s Home Stadium
2 Days After Our Conversation, Wags Capital’s Website Deleted The Claims About Wagner’s Appearance At The Rose Bowl Game
We Found No Evidence That He Played In the Rose Bowl Stadium Either And He Didn’t Provide Further Clarification
We reached out to Aaron Wagner himself in January of this year, presenting our findings, and asked about his appearance at the Rose Bowl game. He told us:
“I played in the Holiday Bowl, but I also played in the Rose Bowl, which is a stadium in which UCLA is their home stadium. There’s differences. There’s…like [a] bowl game called the Rose Bowl in which I did not play in. I played in the stadium, the Rose Bowl, which is, UCLA’s home stadium, which was in my conference. So I played in the Rose Bowl and I played in the Holiday Bowl, which is a bowl game.”
We asked Wagner if he thought his statements might confuse people, given that he claimed on his website and in public appearances to have played in the Rose Bowl game:
“That’s never been brought to my attention, but I imagine it could.”
It is unclear when he played in the Rose Bowl stadium. In the season Wagner was at Washington State University, which played in the same conference as UCLA, his team didn’t play in the Rose Bowl Stadium.
The Washington State 2003 team played UCLA at Washington’s Martin Stadium, not at the Rose Bowl Stadium, per the team schedule. In that game, Aaron Wagner did appear on the roster.
Two days after our conversation, Wags Capital deleted the mentions of Wagner’s Rose Bowl appearance from its landing page. [1] [2]
In short, evidence shows that Aaron Wagner never played in the Rose Bowl game or stadium. We believe the lie is important because it shows that he is capable and willing to fabricate an entire heart-wrenching background story, delivered in front of a live audience and repeated in multiple formats, in order to lure in potential investors.
Note that the Holiday Bowl is still a prestigious game—albeit not as iconic as the Rose Bowl. Wagner’s true story would have been impressive by the standards of most outside observers. He played in a prestigious college game and went on to play professional football. The story needed no embellishment, yet based on our findings, he chose to fabricate the background story anyway.
As we dug further, we found Wagner’s entire success story to be fabricated or embellished in a similar manner.
Part II: Wagner’s Investment Offerings Seem To Be In Brazen Violation Of Securities Laws
Wagner To Investors: “I’m Not Getting Paid Till You Are Getting Paid”
Former Employee: The Money Raised By Wagner Has Been Used To Fund His Lavish Lifestyle And “Keep The Façade That They Are Growing And Building.”
During the podcast interview of January 2020, Wagner said, “I’m always the majority shareholder” of his syndicate deals. He then added that he doesn’t take fees like a fund, and this structure allows him to have a larger equity stake:
“I’m not taking a bunch of fees off the top … for me because I have other sources of income and different deals going on, I don’t need those fees upfront. And so I’ve always pitched it as a little bit better alignment for investment investors simply because, ‘hey, I’m not getting paid till you’re getting paid.’ And so I can take a heavier portion of the equity because I am earning it after you get your money back.” [Part 2 — Min 5:38]
A former employee with knowledge of Wagner’s capital-raising activities told us that contrary to these claims, Wagner used investor money to fund his lavish lifestyle and “keep the façade that they are growing and building”, getting paid before his investors.
We Reviewed Evidence Indicating That Funds Invested With Wagner Were Being Illicitly Diverted
For Example, Proceeds Raised From One Investor Were Supposed to Be Used In Activities Related To The Hospitality, Entertainment, Food & Beverage, And Restaurant Industries
These Proceeds Were Sent To Another Investor, Wagner’s Holding Company And A Company Run By Wagner’s Brother, According To Bank Statements
According to documents we reviewed, which included unit purchase agreements and bank statements, Wagner used proceeds for different purposes than what he agreed with an investor.
On June 6th, 2023, Wagner sold Class B Units of Wagscap Food Services, LLC, to an investor in California. The purchase price for the units was $5,750,250. The proceeds would be used for “the Company’s general purposes,” according to the executed purchase agreement we saw.
The purpose of Wagscap Food Services was to build a food and beverage business, per the company’s operating agreement.
The $5.75 million landed in Wagscap Food Services’ account on June 7th, 2023. The day before receiving this payment, the account had a balance $151,878. according to the bank statements we reviewed.
Those statements also show that within 2 weeks of receiving the proceeds from the California investor, the company executed almost $1 million in transfers that seemed unrelated to Wagscap Food Services’ business purpose. For example:
On June 8th, 2023, Wagscap Food Services wired $518,435 to Sunnyside Capital Group, LLC. The members of this LLC are brothers Todd and Tracy Rawle, according to a corporate disclosure statement filed in a Federal Court. [Pg. 3] Tracey acts as CEO of Check City, a company that offers quick cash loans. Sunnyside Capital Group, LLC contributed $560,000 to another separate Wagscaps Food Services entity, WCFS of Hillsboro 2, LLC, in March 2021, according to an executed subscription agreement we reviewed. It is unclear if this payment was to settle an outstanding debt or a repurchase of the units previously acquired by Sunnyside Capital Group.
On June 13th, 2023, Wagscap Food Services wired $181,090 to Dynamic Capital, LLC. Wagner incorporated this entity in May 2009. [Pgs. 1-2] Dynamic Capital is still managed by Wagner, according to the company’s latest annual report filed in the State of Utah. A former employee of Wags Capital described Dynamic Capital as “Aaron[‘]s holding company. It’s what he uses to make investments into all other companies.”
On June 21st, 2023, Wagscap Food Services wired $250,000 to Truck Ranch HQ. This company is a used truck dealer run by Wagner’s brother, Jadon Wagner.
In total, Wagscap Food Services used at least $949,522, 16% of the proceeds from the California investor, to execute payments that do not seem aligned with the investment’s stated purpose. The bank statements we analyzed had dozens of other 6-digit transfers within the same bank that are only identified by an account number, rendering us unable to identify where that money went.
Collectively, this struck us as a series of massive red flags indicating potential wire fraud. Note that these transactions were different than the transactions referenced in the recent DoJ complaint, indicating that Wagner’s alleged illicit diversion of investor money may have been a widespread practice.
The SEC Requires That Asset Managers With At Least $110 Million Assets Under Management (AUM) Register As Investment Advisors
Wags Capital Claims To Have $1 Billion “Under Management”, But the Firm is Not Registered With The SEC In Any Capacity, In Seeming Open Violation Of The Law
As mentioned earlier, Wags Capital claimed to have over $1 billion “Under Management” on his own website, and in an Instagram post. [1] [2]
The SEC requires that an investment manager with at least $110 million in AUM register as an investment advisor.
Despite defining himself as a portfolio manager, raising capital from the public and claiming to have over $1 billion in assets under management, we couldn’t find Aaron Wagner or Wags Capital in the SEC investment advisors database.
We also couldn’t find Wagner or Wags Capital in FINRA’s BrokerCheck, a database for registered broker-dealers.
In 2014, the SEC issued an Investor Alert about the common signs of potential fraud involving unregistered securities, like the ones offered by Wagner, as we will explain below. One of those signs is the use of “unregistered investment professionals,” warning that unregistered persons selling securities “perpetrate many of the securities frauds that target retail investors.”
Wagner Falsely Claimed In An Interview With Us That He Doesn’t Manage People’s Money
He Also Told Us That He Doesn’t Solicit Investment And Only Raises Capital From People He Already Has A Relationship With
We asked Wagner in January this year about the prominent claim on his website that he managed $1 billion in assets:
“I don’t even know where you got that I manage $1 billion in assets… I don’t even know where you’re getting this information… My website does not say that I manage $1 Billion in assets.”
(Source: Aaron Wagner’s website at the time, archived through Wayback Machine, showing that he claimed to manage $1b+ in assets.)
Given that Wagner prominently claimed to manage over a billion dollars in interviews and on his own website, we asked why he wasn’t registered as a money manager, as is legally required:
“I’m not a money manager. That’s not what I do. I own an investment firm. I don’t manage people’s money. I’m not a registered advisor. I don’t manage people’s money. I don’t advise people. That’s not what I do. I’m an investor … I only manage my own assets. I don’t manage other people’s assets. That’s not what I do. It’s not what my business is. I’ve never been in that business.”
We also asked how he raised capital from investors, and he said:
“I invite investors that are people that I have relationships with. I don’t solicit to the general public, and I don’t take investment from non-sophisticated or accredited investors that I don’t have pre-existing relationships with.”
Two days after our conversation, Wags Capital’s website removed the claim that it had $1 billion under management. [1] [2] Also, it deleted a section on the website that said “we are always looking for investment partners”. [1] [2]
Wagner’s Website Repeatedly Made Clear That It Solicited Investors, And Therefore Conducted Unregistered Securities Offerings
According to the SEC, “any offer or sale of a security must either be registered with the SEC or meet an exemption.”[1]
Contrary to Wagner’s claims in our interview, he has repeatedly solicited money from investors. In January 2020, Wagner explained how he raised capital from investors by selling memberships in LLCs:
“For me, it was like, ‘Hey, I can start an LLC and I can literally just sell equity or membership in that LLC as partnership to raise capital for a project.’ It made it really, really simple.” [Part 2 — Min 1:47]
On August 17th, 2023, Wagner claimed that a group “recently invested in the parent company of my food and beverage company”, indicating further capital raises through the issuance of securities.
Wags Capital’s now-deleted website had a top banner saying, “Ready to make returns beyond riches? Click here to invest,” which led to a page that read, “We are always looking for investment partners.”
We obtained copies of presentations prepared by Wags Capital for investors. These presentations confirmed Wags Capital’s efforts to sell securities, even acknowledging the requirement that investors be accredited, a technical term used in regulated private placement offerings.
(Source: WagsCap Food Service Presentation)
(Source: Las Botellas Presentation)
The lack of registration statements or filings from Wags Capital indicates that Wagner has regularly conducted unregistered securities offerings, a seeming brazen violation of the Securities Act.
Part III: Wags Capital’s Portfolio Of Food & Beverage Brands
Wagner Claimed His 4-Year-Old Food And Beverage Company Owns Over 100 Restaurants
Based On Wags Capital Disclosures And A Conversation With A Former Employee, We Found 27 Restaurant Locations, At Best, With Potential Connections To Wagner and Wags Capital
“There Are Not Even Hundreds Of Locations… Maybe Like 20 Or Less Real Open Locations” – Former Employee
We also found that Wagner has been dramatically overstating the scale of his restaurant operation.
According to Wagner, during an interview on Dec 3, 2022, he said he started a food and beverage company after a dispute with the management of a restaurant company he had invested in, growing the operation to “over 100 restaurants”:
“I got in a dispute with them and told them that I could do it better, and they said ‘I’d like to see you try.’ So the next day, I hired a couple of people, I spent a million bucks, my own money … now, you know, 3 ½ years later … I am over 1300 employees, over 100 restaurants … we’re slaying it.”
According to a presentation made by Wagner to prospective investors, WagsCap Food Services grew dramatically. From 10 to 80 locations from 2019 to 2021.
(Source: WagsCap Food Services Presentation)
More recently, in an August 17, 2023 interview, Wagner claimed, “four years ago to today … we have opened over a hundred locations of 10 plus different brands.”
Furthermore, Wagner’s personal website claimed “In the last 3 years he [Wagner] has founded one of the fastest growing Food & Bev companies in the country and grown from 0 to over 100 Resturaunt’s [sic], a dozen brands and over 900 employees.”
In order to check the 100-restaurant claim, we reviewed Wags Capital’s website, which had a section for “our food & beverage brands.”
(Food and beverage brands claimed by Wags Capital. Source: Wags Capital archived website)
We then checked the websites of every brand claimed by Wags Capital and each of their locations. Given Wags’ claims, we would have expected to find existing restaurant operations encompassing all these brands, and that the total would be well “over 100 restaurants” as Wagner repeatedly told investors.
However, our research as of early 2024, showed that Wags Capital, at best, operated 27 locations. Below were our findings:
Las Botellas had just 1 location, according to its website.
Dirty Bird Fried Chxx had 3 locations and 1 “coming soon” location, according to an archived version of its website—more on this below.
Hello Sugar had 1 location, according to its website.
Mas Por Favor had 1 location, according to its website.
Electric Fish Lounge appears to have had no locations. Since at least October 2023, its website has been down. According to local reports, Electric Fish was “slated to open in early 2023.”
Kokonut Island Grill had 2 locations according to its website.
Cali’flour Foods is a “keto friendly” food brand with no apparent restaurant locations at the time, according to its website.
Cooks Venture is a “regenerative farming” brand with no apparent restaurant locations at the time, according to an archived version of its website.
Swags had no locations. It appeared as “coming soon,” according to Wags Capital’s website and its Instagram account. The domain associated with Swags is currently “parked free” by GoDaddy.[2]
The Morning After — Brunch Club had no locations. It appeared as “coming soon,” according to Wags Capital’s website. The Instagram account associated with this brand claims “Coming To Pleasant Grove 2023.” The site associated with The Morning After can’t be reached.[3]
Village Baker had 6 locations and the company offered franchise opportunities, according to an archived version of its website. It is unclear how many are associated with Wags Capital.
Crumbl is a franchise that has “expanded to 1000+ bakeries,” per its website. According to Crumbl’s Franchise Disclosure Document, dated March 28th, 2023, ten locations are associated with Aaron Wagner. This figure was also validated by a former employee of Wags Capital.
Everbowl is a franchise with 79 locations, per its website, as of last winter. According to a former employee of Wags Capital, “as of [August 2023] they have 3 open Everbowls owned by Wags: Pleasant Grove, Farmington, St George.” Everbowl’s Franchise Disclosure Document, dated June 14, 2023, provides a list of 12 entities associated with Aaron Wagner and Wags Capital Food Services (WCFS) who acted as franchisees of Everbowl.[4] Of those, 6 entities hadn’t even determined an address for an eventual location.
At the time of our research, a former employee of Wags Capital confirmed our findings, saying that Wagner doesn’t own anywhere near “over 100 restaurants”:
“There is not even hundreds of locations … I mean, across the country, if you include the franchisees of Crumbl … [as of the time of Wagner 100-restaurant claim] maybe like 20 or less real open locations.”
In August 2021, Wags Capital Committed $20 Million To Open 30 New Locations Of Dirty Bird Fried Chxx
Today, Dirty Bird Fried Chxx Doesn’t Even Have A Functional Website
Wagner at times has made grand ambitious announcements of major investment capital, only to fall dramatically short.
According to a press release, on August 31st, 2021, Wags Capital acquired Dirty Bird Fried Chxx. As part of the acquisition, Wags Capital committed to invest “$20 million to fuel aggressive plans to scale and open as many as 30 new locations in the next 12-14 months.”
An archived version of Dirty Bird Fried Chxx’s website, from July 10th, 2021, 7 weeks before Wags Capital announced the acquisition, shows that the brand had only one location in Provo, UT.
As of December 1st, 2023, Dirty Bird Fried Chxx’s website showed only 3 open locations: Clearfield, Pleasant Grove and Riverton, UT. Those open locations are different than the one from 2021.
Today, Dirty Bird Fried Chxx’s doesn’t even have a functional website— it used to have an “order now” function that one would expect to be active if the restaurants were open. The last post from its Instagram account was 33 weeks ago.
Wagner: “We Have Stores Right Now, Like Multiple, Multiple Stores … That Have Produced Over 100% Annual Returns To My Investors”
Former Employee: “That Is Not True Whatsoever”
During an interview on the ‘Get in the Cashflow Game with K&K’ podcast, on October 20th, 2021, Wagner claimed that he had multiple stores that produced 100% annual returns:
“I don’t even like to say these numbers because they sound so astronomical and like red flag-ish, it scares people … we have stores right now, like multiple, multiple stores in different concepts that have produced over 100% annual returns. So my investors have received their entire principal investment back inside of a year, and by the way they did that in Covid.”
The claim seemed extraordinary and was definitely “red flag-ish”, as he said. The restaurant industry is a notoriously difficult business, made harder during Covid. Restaurant operators such as Darden Restaurants, Cava and Portillo’s reported operating margins of 9.7%, 6.9%, and 9.9%, respectively, according to their latest quarterly financials.
Had Wagner figured out a magical way to transform this difficult and competitive industry struggling through a pandemic into astonishing riches? We asked a former employee of Wags Capital about the claim of 100% annual returns and profitability of the restaurants operated by Wags Capital:
“That is not true whatsoever … There’s no store that [made 100% profit] … Everbowl, Dirty Bird, Hello Sugar … They’ve never been profitable, and they’ve closed stores and not open[ed them], and they keep asking for more money”
Part IV: Wags Capital’s Real Estate Portfolio Is Mainly Composed Of Delayed Or Failed Developments
Wagner Claims Wags Capital Is Running $500 Million In Yearly Commercial Real Estate Developments
Former Employee: “It’s So Evident That That’s Not The Case”
False claims of managing vast assets is common in fraudulent investment schemes. Such claims provide “social proof”, convincing investors that if many large investors trust the manager with so much capital, maybe they should too.
In an interview from December 3rd, 2022, Wagner claimed, “today [Wags Capital is] running about half a billion dollars in commercial real estate developments per year.”
We asked a former employee of Wags Capital about Wagner’s claim, he said:
“So, if you’re talking about 500 million, you’re talking about like big fucking things. Right? … It’s so evident that that’s not the case”
In Addition To Wags Capital’s Claimed Real Estate Operation, Wagner Claims That A Firm He Cofounded Called Axia Partners Manages Over $400 Million In “Two Real Estate Funds”
The CEO Of Axia Admitted 9 Months Later To Only Having $130 Million In AUM
In the same interview from December 3rd, 2022, Wagner claimed:
“And on top of [Wags Capital’s $500 million in commercial real estate developments], with Axia, which I co-founded, we got two real estate funds. We just launched our second fund and managing a little over 400 million dollars in the funds.”
Dave Allred is the co-founder, CEO and managing partner of Axia Partner, according to his personal website.
Nine months after Wagner claimed that Axia had $400 million in AUM, his partner Allred contradicted him. On August 23, 2023, David Allred said in an interview that Axia Partners had only $130 million in AUM.[5]
One of Wags Capital’s Most Significant Projects Is “Talus Development”
Talus Development Is A 9-Year-Old Project That Filed For Bankruptcy In August, With Local Officials Saying Wagner’s Partner Has No Developer Rights On The Property
In June 2022, through an Instagram post, Wagner announced he had “Partnered in a $750mm Luxury Development that’s the very first Pendry & Montage co-branded Hotel / Resturaunt [sic] / private residence project on a 19 hole Arnold Palmer Course.” The post was accompanied by rendered images with the title of Talus.
Since at least July 2022, based on the number of pictures, mentions and web space allocation on the Wags Capital Real Estate Portfolio website, the leading development for Wags Capital seems to be the “Talus Development.”
Relatedly, Wagner-affiliated Axia Partners claimed to have “secured a preferred equity position as a partner with The Robert Green Company to complete the Talus development in La Quinta, California”, estimating the project would be completed by 2024. According to a securities filing, Axia has raised at least $12 million since April 2022 for a vehicle called “Axia Talus Development, LLC.”
Per the City of La Quinta in California, the project’s developer filed for bankruptcy in August 2024. The city expressly denied claims that Wagner’s partner, The Robert Green Company, had developer rights to the project:
“Contrary to assertions made, the City unequivocally states that SDC and the Robert Green Company have no “Developer” rights under the Purchase Sale and Development Agreement (PSDA) governing the property.”
Thus, Wagner’s key real estate project looks to be a total bust.
Wags Capital’s Real Estate Portfolio Shows The Same Rendered Image Of A Property Which Wagner Published 8 Years Ago
Our review of Wags Capital’s other real estate projects turned up seemingly stalled or dead projects.
In one example, in November 2015, Wagner shared a rendered image on his social media account for the “Vineyard Flex Park”, claiming the project was “well underway”.
One would expect that the “well underway” development would have been finished after eight years, and that Wags Capital would replace the rendered photo with a picture of a real-life building. As noted earlier, the entire website has since been deleted.
Part V: Wags Capital Investors Start To Speak Up
In November 2022, Wagner Issued 2 Promissory Notes Worth $3 Million Due In July 2024
On July 2024, The Promissory Notes’ Investors Filed A Complaint Against Wagner Seeking Payment Of The Notes
In the past year, some investors have noticed that Wagner seems to have hidden his growing list of failed projects. Forums have popped up on Reddit and other areas of social media, with aggrieved investors sharing their stories. In at least one case, a legal complaint has been filed.
On November 18th, 2022, Aaron Wagner, on behalf of WagsCap Food Services, LLC, executed 2 promissory notes totaling a principal amount of $3 million, according to a complaint filed by the 2 notes investors. [Pgs. 3-4]
Per the same complaint, the proceeds of the notes were supposed to be used to open 4 Dirty Bird restaurants. [Pg. 3] Entities associated with Wagner “constructed and operated” 2 Dirty Bird restaurants. However, WagsCap Food Services terminated the operations. [Pg. 4]
The notes became due on July 1st, 2024. On July 10th, 2024, the investors filed the lawsuit seeking the payment of the notes, after Wagner had told them on several occasions that he would “not pay the notes when due.” [Pgs. 4, 8]
On September 2024, Utah-Based Business Podcaster Jimmy Rex, A Wags Capital Investor, Said That Wagner Should Stop Using His Name To Raise Money
Rex Also Said That He Had Lost Over $500,000 Investing With Wagner
Jimmy Rex is a Utah-based podcaster, with over 182,000 followers on his Instagram account.
In 2018, he interviewed Aaron Wagner, who he described as a “good friend.”[6]
In September 2024, Rex said, through an Instagram post, that Wagner was “using my name to raise money.” In the same post, Rex revealed he had invested in several projects with Wagner and lost over $500,000.
Conclusion: We Suspect Wags Capital’s Investors Are Victims Of Wagner’s Misrepresentations And Violations Of Securities Law
In an interview from December 3, 2022, Wagner closed his remarks by saying:
“Don’t make excuses. Just be that guy that’s just gonna set the standard of, ‘Hey, I don’t care what’s going on, I’m going to figure a way out. I’m gonna do whatever it takes.’”
We believe Wagner has been doing “whatever it takes” to stay afloat, including fabricating or exaggerating most of the stories behind his apparent success and progress, while misleading investors and violating securities laws.
We strongly suspect that behind the scenes, Wagner has misappropriated significant investor capital, using it to pay off other investors and to support his lavish lifestyle.
As a procedural matter, the government has thus far only filed a complaint. A complaint will generally be followed within 30 days by an indictment if a grand jury determines that probable cause exists to file charges. Once these charges are filed, we expect we will see a lot more information on the Wagner case and the full scope of the issues uncovered by the government.
Important Message To Potential Victims Of Aaron Wagner & Wags Capital
As always in these cases, our hearts go out to the investor victims. These situations always seem ‘obvious’ in retrospect, but never are in the moment. We often hear gut-wrenching stories of people that invested their life savings or money they needed to live into something that turned out to be a scheme. Or the pain of recommending such an investment to friends and family despite having all the best intentions of helping them.
This often comes with feelings of shame and embarrassment, along with managing the fear of a potential total investment loss. It also comes with questioning one’s own judgement, asking questions like “if I’ve missed this, what else have I missed?”. It’s extremely unsettling, but know that it is also something that decent people are susceptible to. And most people are decent.
Our advice—don’t beat yourself up. This is all sadly common, and anyone can fall prey, no matter how smart or well-meaning you are. We are professional fraud researchers and we’ve all been fooled before in one way or another.
Also, the swift action by regulators in this case maximizes the chance of a substantial recovery. The more that investors help regulators, the better the chances of a strong recovery. It is a multi-year process, but recovery can often be quite meaningful.
You can also reach out to us with information or just to talk about the situation, as desired. Our email is info@hindenburgresearch.com.
Legal Disclaimer
Use of Hindenburg Research LLC’s (“Hindenburg”) research is at your own risk. In no event should Hindenburg or any affiliated party be liable for any direct or indirect investment losses caused by any information in this report. You further agree to do your own research and due diligence, consult your own financial, legal, and tax advisors before making any investment decision with respect to transacting in any securities covered herein. This is not an offer to sell or a solicitation of an offer to buy any security, nor shall any security be offered or sold to any person, in any jurisdiction in which such offer would be unlawful under the securities laws of such jurisdiction. Hindenburg is not registered as an investment advisor in the United States or have similar registration in any other jurisdiction. To the best of Hindenburg’s ability and belief, all information contained herein is accurate and reliable. Such information is presented “as is,” without warranty of any kind – whether express or implied. Hindenburg makes no representation, express or implied, as to the accuracy, timeliness, or completeness of any such information or with regard to the results to be obtained from its use. All expressions of opinion are subject to change without notice, and Hindenburg does not undertake to update or supplement this report or any of the information contained herein.
[1] Through the registration of securities, issuers disclose important financial information to enable investors “to make informed judgements about whether to purchase a company’s securities,” according to the SEC. This kind of registration is fulfilled by filing a registration statement with the SEC. However, one would expect that the securities offered by Wagner would utilize the Regulation D exemption, avoiding the need to register. If this was the case, the entities issuing the securities must nevertheless file a Form D, disclosing the offering of securities. We searched SEC’s EDGAR database, looking for a registration statement or Form D associated to “Aaron Wagner,” “Wags Capital,” “WagsCapital,” and “4421 N Thanksgiving Way,” the address of Wags Capital. Besides several Form Ds from Axia, we found only 1 offering associated with Wagner from 2015 through his former company, White Knight Capital Partners.
[2] An Instagram profile with the handle of @swagssocial directs to the URL www.swagssocial.com. This Instagram profile just followed Aaron Wagner and Mike Mains. Mains is associated with Wags Capital, according to an older version of his Instagram profile.
[4] All of these entities use the WCFS Bowl in their name.
[5] Note that Allred said that Axia has had an “incredible ride” since its launch, implying that poor performance could not be a reason why it would suddenly report the loss of 2/3 of its assets in 9 months.
[6] Jimmy Rex also supported and hosted the now-convicted Trevor Milton on his podcast, describing him as his former “best friend”. Jimmy needs to make better friends.
