Francis E. Wilde, Steven E. Woods, Mark A. Gelazela, Bruce H. Haglund, Matrix Holdings LLC, BMW Majestic LLC, IDLYC Holdings Trust LLC, and IDLYC Holdings Trust, et al.


U.S. SECURITIES AND EXCHANGE COMMISSION

Litigation Release No. 22594 / January 15, 2013

Securities and Exchange Commission v. Francis E. Wilde, Steven E. Woods, Mark A. Gelazela, Bruce H. Haglund, Matrix Holdings LLC, BMW Majestic LLC, IDLYC Holdings Trust LLC, and IDLYC Holdings Trust, et al., Civil Action No. SACV 11-315 DOC (AJWx ) (C.D. Cal.)

SEC OBTAINS SIGNIFICANT RELIEF IN SUMMARY JUDGMENT WIN AGAINST DEFENDANTS CHARGED WITH DEFRAUDING INVESTORS IN FICTITIOUS OFFERINGS

On December 17, 2012, the United States District Court for the Central District of California granted the Securities and Exchange Commission's motion for summary judgment against all defendants and relief defendants in a civil action arising from two "prime bank" or "high yield" investment schemes that defrauded investors out of more than $11 million. The judgment permanently enjoins Francis E. Wilde, Steven E. Woods, Mark A. Gelazela, Bruce H. Haglund, and entities they control, from violations of the antifraud and other securities law provisions. The judgment also requires the defendants to pay disgorgement and penalties, and bars Wilde and Haglund from acting as officers or directors of any public company. In addition, the court issued a separate judgment requiring relief defendants IBalance LLC, Maureen Wilde, and Shillelagh Capital Corporation to disgorge illegally-obtained profits.

The Commission's complaint, filed on February 24, 2011, alleged that Wilde, through his company Matrix Holdings LLC, orchestrated two fraudulent investment schemes. The first scheme began in April 2008 when Wilde obtained a U.S. Treasury bond with a market value of nearly $5 million from an investor by making false and misleading promises of outsized returns from what he claimed was a "private placement program." Wilde (through Matrix) then used the bond to secure a line of credit that he drew down to pay personal expenses, to pay investors, creditors and debt holders of his public company, and to make failed attempts to acquire fictitious prime bank instruments or to invest in high yield programs. Wilde eventually exhausted all of the funds obtained with the investor's bond and never produced a return for the investor.

The Commission further claimed that, beginning in October 2009, Wilde concocted another fraudulent scheme with Woods and Gelazela in the form of a "bank guarantee funding" program using the services of Haglund as escrow attorney. Between October 2009 and mid-March 2010, Woods (through BMW Majestic LLC) and Gelazela (through IDLYC Holdings Trust ("IDLYC") and IDLYC Holdings Trust LLC ("IDLYC LLC")) signed contracts with 24 investors who sent over $6.3 million to Haglund's trust account. Wilde never successfully acquired or leased a single legitimate financial instrument and exhausted all $6.3 million of the investors' funds, much of which was taken by the defendants in the form of undisclosed fees. The Commission alleged that Haglund aided the fraud by receiving and sending wires of investors' funds in and out of his trust account according to instructions from Wilde, thus allowing Wilde to utilize funds for undisclosed purposes. Haglund also knowingly made, and Wilde knowingly authorized, Ponzi-like payments to old investors using new investor deposits.

The court found that Wilde, Woods, Gelazela, Matrix, BMW Majestic, IDLYC, and IDLYC LLC violated Sections 5(a), 5(c), and 17(a) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder; that Woods and Gelazela also violated Section 15(a) of the Exchange Act; and that Haglund and Wilde aided and abetted the other defendants' violations of Section 10(b) and Rule 10b-5.

The judgment permanently enjoins Wilde, Woods, Gelazela, Matrix, BMW Majestic, IDLYC, and IDLYC LLC from violating Sections 5 and 17(a) of the Securities Act and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder; Woods and Gelazela from violating Section 15(a)(1) of the Exchange Act; and Haglund from violating Section 10(b) of the Exchange Act and Rule 10b-5 thereunder. The court ordered Wilde and Matrix to pay, jointly and severally, disgorgement of their ill-gotten gains in the amount of $12,106,810.75 plus pre-judgment interest, for a total of $13,589,505.56. The court further ordered Wilde and Matrix to pay a civil penalty equal to the amount of disgorgement plus prejudgment interest. In addition, the court ordered Woods, Gelazela, Haglund, BMW Majestic, IDLYC and IDLYC LLC to pay, jointly and severally, disgorgement of their ill-gotten gains in the amount of $6,195,908 plus pre-judgment interest, for a total of $6,744,083.49. The court's order also required Woods, Gelazela, Haglund, BMW Majestic, IDLYC and IDLYC LLC to pay a civil penalty equal to the amount of disgorgement plus prejudgment interest. The judgment also permanently bars Wilde and Haglund from acting as an officer or director of a public company.

The court also ordered several relief defendants, all of which are related to defendants, to disgorge a total of $2,153,000 in ill-gotten gains that they received:

  • IBalance LLC, an entity partially owned by Gelazela, was ordered to pay disgorgement of $1,000,000, plus prejudgment interest of $88,743.79;
  • Maureen Wilde, the wife of Francis Wilde, was ordered to pay disgorgement of $829,500, plus prejudgment interest of $67,412.85; and
  • Shillelagh Capital Corporation, an entity Wilde controls, was ordered to pay disgorgement of $323,500, plus prejudgment interest of $27,475.06.

For further information, please see Litigation Release Number 21866 (February 28, 2011).