A 48-page arrest warrant for the three men reveals a tangled web of investments that form the backbone of the state?s case.

Attorney General?s office investigators charged that Armitage, Guidi and Koenig created a network of 55 business ventures over a 10-year period to enrich themselves and keep their alleged Ponzi scheme afloat.

In 1997, the three men began selling construction and real estate projects throughout California, according to the allegations.

Victims were promised that these were safe, secure, low-risk investments with double-digit returns, averaging 12 percent or better, the arrest warrant says.

To recruit investors, Armitage organized ?investment planning seminars? in the Bay Area and across the state, Brown said.

Investment sums ranged from $50,000 to $1 million, with some people investing their entire retirement portfolios and savings accounts, according to the allegations.

Many of the construction and real estate projects were poorly managed and were not financially viable, resulting in huge losses. Other projects were not finished or ended up in foreclosure.

Koenig, Armitage and Guidi then sought to attract new investors, whose funds could be used to offset losses and pay returns to earlier investors. By not telling investors about the failures, prosecutors alleged the defendants withheld vital information that impacted investment decisions.

Most investors reported they were not provided with any written disclosures about the offerings, but were simply assured their investments were safe. Subsequent documents failed to disclose that Koenig had been convicted of mail fraud in 1986 and ordered to repay up to $5 million, the warrant said.

Beginning in 2001, Koenig, Armitage and Guidi redirected investors? millions into the purchase of more than 20 senior housing and residential care facilities.

Under this alleged scheme, the defendants? company would purchase an assisted living facility and sell it to one of their affiliate companies. The affiliate would then sell ownership shares in the property as an ?investment opportunity? at an even higher price to new investors. Meanwhile, an additional affiliated company would manage the property to maximize revenue.

Revenues, however, were not reinvested into the facilities, but were pooled and used to pay interest to investors and keep investors at bay, prosecutors allege.

In April 2007, the scheme began to collapse under a mountain of debt and the defendants were unable to pay interest to investors, the state charges. Nevertheless, they continued to solicit new investors in the vain hope that they could keep the operation alive, raising $23 million from 91 new investors.

The defendants? businesses finally closed their doors in June 2008.

Armitage, 59, was arrested at his Healdsburg home on charges of 42 counts of securities fraud and 37 counts of residential burglary.

Guidi, 54, was arrested at his Santa Rosa home. He is charged with 33 counts of residential burglary.

Koenig, 57 of Redding, was charged with 40 counts of securities fraud and 37 counts of residential burglary.

The Sonoma County Sheriff?s Department refused to release jail booking photos of Armitage and Guidi, citing an internal policy.

Staff Writer Kevin McCallum contributed to this story.