2026-01-06 sec-litreleases complaint 787 KB 44,279 chars

SEC v. BERNARDO MENDIA-ALCARAZ; and TOLTEC CAPITAL LLC, No. 3:24-cv-05823-RS, Northern District of California (Jan. 6, 2026) — Complaint

raw: SEC v. BERNARDO MENDIA-ALCARAZ (a/k/a

SEC v. BERNARDO MENDIA-ALCARAZ (a/k/a, No. 3:24-cv-05823-RS (Jan. 6, 2026)

Caption: SECURITIES AND EXCHANGE COMMISSION v. BERNARDO MENDIA-ALCARAZ, ET AL.

Exhibit of Bernardo Mendia-Alcaraz and Toltec Capital LLC

Source PDF JSON

Enriched metadata

Scheme: ponzi (95%)
Court: Northern District of California
Case No.: 3:24-cv-05823-RS
Outcome: convicted
Victim loss: $3,300,000
Victims: 41
Entity: Bernardo Mendia-Alcaraz and Toltec Capital LLC

Classified ponzi(confidence 95%). EDGAR detection: forms Form D· recall 35% / precision 15%. detection rule →

Extracted insights

Dollar amounts 23

$10.00M $10 million $10M–$100M
$5.00M $5 million $1M–$10M
$3.30M $3.3 million $1M–$10M
$2.20M $2.2 million $1M–$10M
$673K $673,000 $100K–$1M
$400K $400,000 $100K–$1M
$267K $267,000 $100K–$1M
$250K $250,000 $100K–$1M
$150K $150,000 $100K–$1M
$140K $140,000 $100K–$1M
$128K $128,329 $100K–$1M
$121K $121,000 $100K–$1M

Entities 2

agency Securities and Exchange Commission
company toltec capital llc

Triples 9

Bernardo Mendia-Alcaraz defrauded numerous investors and a fund they advised out of millions of dollars
Toltec Capital LLC defrauded numerous investors and a fund they advised out of millions of dollars
Bernardo Mendia-Alcaraz raised approximately $3.3 million from at least 41 investors through a fraudulent scheme
Toltec Capital LLC raised approximately $3.3 million from at least 41 investors through a fraudulent scheme
Bernardo Mendia-Alcaraz guaranteed investors would receive a return of their full invested capital plus interest payments or dividends
Bernardo Mendia-Alcaraz used investor money to make Ponzi-like payments to other investors and to pay for his personal expenses
Bernardo Mendia-Alcaraz claimed he had academic credentials from the Goldman School of Public Policy at the University of California, Berkeley
Bernardo Mendia-Alcaraz failed to disclose his multiple bankruptcy filings and criminal history of check fraud and theft
Securities And Exchange Commission alleges securities fraud and unregistered securities offerings by Bernardo Mendia-Alcaraz and Toltec Capital LLC

PDF

SEC v. BERNARDO MENDIA-ALCARAZ (a/k/a · Source

Text layers

Extracted body text (44,279c)

TIMOTHY K. HALLORAN (DC Bar No. 483245)
Email: [email protected]
Phone: 202-551-4414
DANIEL J. BALL (Mass. Bar No. 696458)
Email: [email protected]
Phone: 202-551-5987
LAURA J. CUNNINGHAM (DC Bar No. 1029465)
Email: [email protected]
Phone: 202-551-8255

Attorneys for Plaintiff
SECURITIES AND EXCHANGE COMMISSION
100 F Street, NE
Washington, DC 20549

UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF CALIFORNIA

SAN FRANCISCO DIVISION

SECURITIES AND EXCHANGE
COMMISSION,

Plaintiff,

BERNARDO MENDIA-ALCARAZ (a/k/a
Bernardo Mendia) and TOLTEC
CAPITAL LLC,

Defendants,

and

EDITH F. RAMIREZ CANO and FONDO
TOLTEC S DE RL DE CV,

Relief Defendants.

Case No. 3:24-cv-5823

COMPLAINT

DEMAND FOR JURY TRIAL

Plaintiff Securities and Exchange Commission (“SEC” or “Commission”) alleges the

following:

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SEC v. Mendia-Alcaraz, et al.

SUMMARY

1. This action arises from securities fraud perpetrated by Bernardo Mendia-Alcaraz

(“Mendia-Alcaraz”) and his wholly-owned private equity firm, Toltec Capital LLC (“Toltec

Capital”) (together, “Defendants”), who defrauded numerous investors and a fund they advised out

of millions of dollars.

2. From at least December 12, 2019 through September 13, 2023 (the “Relevant

Period”), Defendants engaged in securities fraud and unregistered securities offerings involving at

least six private investment funds. In connection with these unregistered offerings, Defendants

raised approximately $3.3 million from at least 41 investors through a fraudulent scheme and by

making materially false and misleading statements.

3. Specifically, during the Relevant Period, Defendants:

a. Guaranteed that investors would receive a return of their full invested

capital plus, for certain funds, interest payments or dividends, when, in fact,

Defendants did not have the financial means to fulfill these guarantees;

b. Promised investors that their money would be used only for investment

purposes, when, in fact, Mendia-Alcaraz used investor money to make

Ponzi-like payments to other investors and to pay for his personal expenses;

c. Told investors that Mendia-Alcaraz, who would serve as the managing

partner of each fund, had academic credentials from the Goldman School of

Public Policy at the University of California, Berkeley, when, in fact, he

never attended the Goldman School of Public Policy; and

d. Portrayed Mendia-Alcaraz as a successful asset manager but misleadingly

failed to disclose his multiple bankruptcy filings and criminal history of

check fraud and theft.

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4. Defendants made the foregoing misrepresentations knowingly, or at least

recklessly, because Mendia-Alcaraz knew (a) that he and Toltec Capital did not have the financial

means to pay investors the guaranteed returns; (b) that investor funds were used to pay other

investors and to pay Mendia-Alcaraz’s personal expenses; (c) that Mendia-Alcaraz did not attend

the Goldman School of Public Policy or graduate from the University of California, Berkeley; and

(d) that Mendia-Alcaraz had been involved in bankruptcy and criminal litigation during the time

that, according to the PPMs and marketing materials, he purportedly was operating Toltec Capital

successfully as its Managing Partner.

5. The foregoing misrepresentations also were material because a reasonable investor

would consider it important to know the truth about, among other things, Toltec Capital’s financial

condition, how investor funds would be used, and Mendia-Alcaraz’s education and criminal

history.

6. As a result of the conduct alleged herein, Defendants violated Sections 5(a), 5(c),

and 17(a) and of the Securities Act of 1933 (“Securities Act”) [15 U.S.C. §§ 77e(a), 77e(c), and

77q(a)], Section 10(b) of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. §

78j(b)] and Rule 10b-5 thereunder [17 C.F.R. §§ 240.10b-5(a)-(c)], and Sections 206(1), 206(2),

and 206(4) of the Investment Advisers Act of 1940 (“Advisers Act”) [15 U.S.C. §§ 80b-6(1), 80b-

6(2), and 80b-6(4)] and Rule 206(4)-8 thereunder [17 C.F.R. § 275.206(4)-8].

7. Additionally, Relief Defendants Edith F. Ramirez Cano (“Ramirez Cano”) and

Fondo Toltec S de RL de CV (“Fondo Toltec”) (together, “Relief Defendants”) received, directly

or indirectly, funds or other property from Toltec Capital, which are the proceeds of, or traceable

to the proceeds of, unlawful activities alleged herein and to which the Relief Defendants have no

legitimate claim. It would be inequitable for the Relief Defendants to retain the proceeds from

violations of the federal securities laws, so such proceeds should be disgorged.

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8. In this action, the SEC seeks, as to both Defendants and all persons in active

concert or participation with them, permanent injunctions from future violations of the federal

securities laws alleged in this Complaint, disgorgement with prejudgment interest on a joint and

several basis, and civil money penalties. As to Mendia-Alcaraz, the SEC also seeks: (1) an officer

and director bar; and (2) an injunction to prevent him from participating in future securities

offerings. Additionally, as to the Relief Defendants, the SEC seeks disgorgement of ill-gotten

gains plus prejudgment interest.

JURISDICTION AND VENUE

9. The SEC brings 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)], Sections 21(d), 21(e), and 27 of the

Exchange Act [15 U.S.C. §§ 78u(d), 78u(e), and 78aa], and Sections 209(d) and 214 of the

Advisers Act [15 U.S.C. § 80b-9(d) and 80b-14].

10. This Court has jurisdiction over this action pursuant to Sections 20(b), 20(d)(1), and

22(a) of the Securities Act [15 U.S.C. §§ 77t(b), 77t(d)(1), and 77v(a)], Sections 21(d), 21(e), and

27 of the Exchange Act [15 U.S.C. §§ 78u(d), 78u(e), and 78aa], and Sections 209(d), 209(e), and

214 of the Advisers Act [15 U.S.C. §§ 80b-9(d), 80b-9(e), and 80b-14].

11. Venue is proper in this District pursuant to Section 22(a) of the Securities Act [15

U.S.C. § 77v(a)], Section 27(a) of the Exchange Act [15 U.S.C. § 78aa(a)], and Section 214 of the

Advisers Act [15 U.S.C. § 80b-14]. Acts and transactions constituting the securities law violations

alleged herein occurred in this District, and Defendants reside and transact business in this District.

DIVISIONAL ASSIGNMENT

12. Under Civil Local Rule 3-2(c) and (d), this action should be assigned to the San

Francisco Division because a substantial part of the events or omissions that give rise to the claims

alleged herein occurred in San Francisco County.

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DEFENDANTS

13. Bernardo Mendia-Alcaraz (a/k/a Bernardo Mendia), age 52, resides in San

Francisco, California. He is a dual citizen of Mexico and the United States. During the Relevant

Period, Mendia-Alcaraz wholly owned and controlled Toltec Capital and served as its Managing

Partner. Mendia-Alcaraz controlled, among other things, Toltec Capital’s bank accounts

(collectively, the “Toltec Accounts”), and he had ultimate authority over the statements made by

Toltec Capital, including but not limited to statements in securities offering documents, statements

to investors, and statements to the public. Mendia-Alcaraz also serves as the CEO of Fondo

Toltec. Between May 2007 and July 2009, Mendia-Alcaraz was held in California state detention

facilities for alleged financial crimes. In February 2010, Mendia-Alcaraz pled no contest to two

charges under California Penal Code § 476 (check fraud) and § 487 (theft). Additionally, Mendia-

Alcaraz filed bankruptcy proceedings at least seven times, between August 2018 and December

2019.

14. Toltec Capital LLC is a California limited liability company, with its principal

place of business in San Francisco, California. Toltec Capital first registered with the State of

California on October 2, 2018. During the Relevant Period, on its website, Toltec Capital

described itself as “a San Francisco based private equity firm focused on real estate and index fund

investments.”

RELIEF DEFENDANTS

15. Edith F. Ramirez Cano, age 43, is a resident of California and a citizen of Mexico.

She is listed as a secondary joint account owner on at least one of Mendia-Alcaraz’s personal bank

accounts, and they currently share a residential address in San Francisco, California.

16. Fondo Toltec S de RL de CV is a Mexican limited liability company based in

Mexico City, Mexico. Toltec Capital stated in one of its brochures that Fondo Toltec is an

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“operating company” of Toltec Capital for the “purpose of developing real estate in Mexico.” As

noted above, Mendia-Alcaraz is the CEO of Fondo Toltec.

FACTS

A. Mendia-Alcaraz and Toltec Capital Created and Ran the Toltec Funds

17. According to Toltec Capital’s marketing materials and offering documents, Toltec

Capital began as a real estate investment advisory firm in 1999, before evolving into a real estate

investment fund in 2009, and then expanding into index fund investments in 2018. Mendia-

Alcaraz registered Toltec Capital with the State of California on October 2, 2018, listing himself as

the entity’s organizer and sole manager. During the Relevant Period, Toltec Capital’s website

stated that Mendia-Alcaraz was the company’s Managing Partner, and that he led a “team of

private equity professionals and analysts in both the San Francisco and Mexico City offices.”

18. Toltec Capital leased an office on Montgomery Street in San Francisco, California.

Mendia-Alcaraz, along with a small group of employees that he hired, conducted company

operations out of this office, including communicating with investors and potential investors by

letters, emails, and telephone calls. At all relevant times, Toltec Capital employees acted under the

direction and supervision of Mendia-Alcaraz.

19. By at least December 2019, Mendia-Alcaraz began soliciting investors on behalf of

Toltec Capital and taking in investor funds. Mendia-Alcaraz targeted high-net worth individuals

across various states based on their occupation, age, and luxury car ownership. Mendia-Alcaraz

and Toltec Capital employees sent communications and PPMs to numerous potential investors by

mail and email. Additionally, Mendia-Alcaraz and Toltec Capital employees solicited investors by

telephone cold-calling, LinkedIn messaging, word-of-mouth, and through Toltec Capital’s website

on the internet.

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20. During the Relevant Period, Defendants raised approximately $3.3 million from at

least 41 investors. Investors deposited their money— mostly through checks or wire transfers—

into the Toltec Accounts.

21. Investors elected to invest in one or more of the private funds that Toltec Capital

offered. Toltec Capital offered several private funds during the Relevant Period, including the

following six funds (collectively, the “Toltec Funds”). The table below summarizes the dates and

certain offering terms for the Toltec Funds:

Fund PPM Date Offering
Overview

Security
Issued

Purported Fund Strategy

Private
Equity Fund
II (“PE
Fund”)

1/2/2021

1/10/2022
(update)

• Fixed annual
returns of
15.09%.
• Capped at 200
investors.
• $10 million fund
capitalization.

Promissory
note

Provided short-term
financing for small and
mid-cap real estate
developers in Mexico.

Limited Cash
Management
Fund (“LCM
Fund”)

9/1/2021

• Fixed annual
returns of 7.21%.
• Capped at 500
investors.
• $10 million fund
capitalization.

Promissory
note

Provided short-term
financing for small and
mid-cap real estate
developers in Mexico.

Domestic
Real Estate
Equity Fund
(“Domestic
Fund”)

4/20/2022

• Fixed annual
returns of 12%.
• Capped at 200
investors.
• $5 million fund
capitalization.

Promissory
note

Provided short-term loans
to enable middle-class
buyers of residential real
estate to make all cash
purchase offers.

Real Estate
Private
Lending
Fund II
(“Lending
Fund”)

7/1/2022

• Fixed annual
returns of 12%.
• Capped at 200
investors.
• $10 million fund
capitalization.

Promissory
note

Provided short-term loans
to enable luxury residential
real estate buyers to make
all cash purchase offers.

S&P 500 ETF
Fund IV
(“S&P 500
Fund”)

4/30/2021

1/25/2022
(update)

• Expected annual
returns of 21%.
• Capped at 200
investors.
• $10 million fund
capitalization.

Joint
venture
agreement

Capitalized on equities
market volatility through
intraday trading in four
specific ETFs tied to S&P
500 performance.

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Fund PPM Date Offering
Overview

Security
Issued

Purported Fund Strategy

Forex
USD/MXN,
MXN/JPY
Fund
(“Forex
Fund”)

3/20/2023

• Target net
annual returns of
36.88%.
• Capped at 100
investors.
• $5 million fund
capitalization.

Joint
venture
agreement

Captured arbitrage
opportunities in
fluctuations of the U.S.
Dollar through currency
pairings of USD/MXN and
MXN/JPY.

1. Defendants Managed the Toltec Funds and Acted as Investment Advisers

22. For all Toltec Funds, Mendia-Alcaraz was the only individual expressly identified

as Toltec Capital “Management” in its PPMs and website.

23. Each Toltec Fund had a PPM that described the fund’s investment strategy. As

described above, the purported fund strategy for the PE, LCM, Domestic, and Lending Funds

(together, the “Toltec Real Estate Funds”) was to use investor funds to provide financing to

developers or other buyers of residential real estate. The PPMs stated that Mendia-Alcaraz ran

day-to-day investment operations of each fund, along with other fund managers or managing

directors, under the guidance or overview of the management committee.

24. For the Forex Fund, its PPM described its investment strategy as seeking to capture

the arbitrage opportunity in the revaluation and devaluation of the U.S. dollar. According to the

joint venture agreement for the fund, “management and control of the day-to-day operations . . .

and the administration of the [fund] assets [would] rest exclusively with” Mendia-Alcaraz.

25. For the S&P 500 Fund, its PPM described its investment strategy as securities

trading, specifically, “to capitalize on the volatility in the market as reflected in four specific

[Exchange-Traded Funds].” The S&P 500 Fund therefore is or holds itself out as being primarily

engaged in the business of investing and trading in securities. As a result, the S&P 500 Fund is a

pooled investment vehicle under the federal securities laws.

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26. Mendia-Alcaraz and Toltec Capital served as investment advisers to the S&P 500

Fund. The fund was structured as a joint venture in which Toltec Capital served as the joint

venture principal and each private party investor was the joint venture investor. As described in

the PPM, Toltec Capital was the manager of the fund and had developed “propriety analytics,”

which allowed fund managers to “accurately predict changes to the S&P 500 Index and capitalize

on the volatility of the index through short-internal positions in index fund ETF positions.” The

S&P 500 Fund joint venture agreement likewise described how Mendia-Alcaraz would manage

and control day-to-day operations of the Fund and the administration of fund assets.

27. Toltec Capital and Mendia-Alcaraz received an economic benefit from their

management of the S&P 500 Fund. According to the PPM, Toltec Capital would receive half of

the Fund’s net profits as the joint venture principal. Mendia-Alcaraz received an economic benefit

by misappropriating investor funds from the S&P 500 Fund for his personal use, as further detailed

below.

2. Defendants Offered and Sold Securities

28. During the Relevant Period, Mendia-Alcaraz and Toltec Capital offered and sold

securities in the form of promissory notes for the Toltec Real Estate Funds and joint venture

agreements (“JV Agreements”) for the S&P 500 and Forex Funds. Both the promissory notes and

JV agreements were securities under the federal securities laws.

29. With respect to the Toltec Real Estate Funds, investors were motivated by

investment purposes, seeking to obtain fixed annualized returns, and these funds were marketed

widely. Fund participants also invested money into these funds, which purported to use investor

funds to provide short-term financing for real estate purchases. As described in the PPMs for the

Lending and Domestic Funds, investor funds would be pooled together along with capital from

Toltec Capital for purposes of executing the investment strategies of these funds. And investors

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were guaranteed fixed returns tied to the performance of the funds, which investors were told was

directed in whole or in part by Mendia-Alcaraz.

30. As to the S&P 500 and Forex Funds, fund participants invested money into these

funds, and investor capital would be pooled together for investment purposes. Investor returns

would be based on fund performance, which was dependent on Mendia-Alcaraz’s effort and ability

to generate investment returns, as the Managing Partner of Toltec Capital. Investors’ potential

profits were thus dependent on Mendia-Alcaraz’s ability to manage the funds and successfully

execute the investment strategies of each fund.

31. Defendants did not file a registration statement with the SEC for any of their

securities offerings alleged herein.

3. Defendants Guaranteed the Return of Investors’ Capital and Made Other
Representations About Returns on Investments

32. During the Relevant Period, Defendants made various representations concerning

investor principal guarantees and returns for the Toltec Funds.

33. In a marketing presentation that Toltec Capital shared with investors (the “Toltec

Marketing Deck”), including during an in-person meeting held with one prospective investor in

late 2022, Toltec Capital claimed its funds offered many advantages such as liquidity, capital

protection, and flexibility, as shown in the below excerpt:

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34. The Toltec Marketing Deck further represented that Toltec Capital guaranteed the

full return of investors’ principal, as shown in the graphic below:

35. As alleged above, the Toltec Fund PPMs sent to investors during the Relevant

Period also guaranteed a return of their full invested capital and, for the Toltec Real Estate Funds,

fixed monthly interest payments. For example, on June 24, 2022, a Toltec Capital employee

emailed a prospective investor the Domestic Fund PPM, which detailed this guarantee and outlined

a fixed annualized rate of return of 12% with monthly cash payouts.

36. For the S&P 500 and Forex Funds, the PPMs sent to investors also stated that

investors would receive a return of their full invested capital plus expected prorated dividend

disbursements of between 21% and 36.88% (dependent on the Toltec Fund) at the end of their

investment terms. For example, on April 26, 2023, Mendia-Alcaraz emailed a prospective investor

the S&P Fund PPM, which detailed the same investor guarantee and outlined target annualized

dividend returns of 21%.

37. During the Relevant Period, Mendia-Alcaraz repeated these promises of guaranteed

returns and capital protection to investors orally and in writing. For example, Mendia-Alcaraz:

a. promised, in a marketing letter mailed to numerous prospective investors on

or around January 17, 2023, net annualized investor returns of 12% for the

Lending Fund;

b. wrote to an investor in an email sent on February 3, 2023, that “placing

capital in an investment fund would not only prevent a loss of money but

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realize a positive gain” (emphasis added); and

c. wrote to an investor in an email sent on March 23, 2023, that the Forex

Fund was “a 90-day fund with a capitalization of $20,000.00 and an

expected net return of 36%.”

38. Investors relied on the foregoing representations when deciding to invest their

money with Toltec Capital, and investors believed Toltec Capital and Mendia-Alcaraz were

guaranteeing investment opportunities with little to no risk.

B. Defendants Made Materially False and Misleading Statements

1. Defendants Misled Investors About Mendia-Alcaraz’s Background and
Experience

39. To solicit investors, Mendia-Alcaraz and Toltec Capital portrayed Mendia-Alcaraz

as a well-educated, experienced professional with a long track record of success in most of the

Toltec Fund PPMs and on Toltec Capital’s website. For example, in the Domestic Fund PPM

dated April 20, 2022, there was a biographic section on Mendia-Alcaraz, stating that he had

“academic credentials … from the Goldman School of Public Policy at the University of California

at Berkeley and over two decades of experience in asset management[.]” A similar description of

Mendia-Alcaraz was shown on Toltec Capital’s website, as captured in the following screenshot

from Toltec Capital’s website as of December 2022:

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40. Several PPMs, including the PPMs for the Domestic Fund and the PE Fund, stated

that Toltec Capital established its first real estate fund in 2009, and that Management had

“continued success” since then while the Firm “engaged in a diverse set of deals.” The S&P 500

Fund PPM dated January 25, 2022 also represented that Toltec Capital had been trading U.S.

equities since 2009, with “Management” establishing an in-house team of analysts for this

portfolio.

41. In fact, Mendia-Alcaraz never attended the Goldman School of Public Policy. To

the extent Toltec Capital existed or operated in 2009, Mendia-Alcaraz was not involved. Rather,

between May 2007 and July 2009, Mendia-Alcaraz was held in California state detention facilities

for alleged financial crimes. As noted above, in February 2010, Mendia-Alcaraz pled no contest to

two charges under California Penal Code § 476 (check fraud) and § 487 (theft). Later, in August

2010, Mendia-Alcaraz submitted a court filing in Mendia v. John Garcia, et al., No. 3:10-cv-

03910-MEJ (N.D. Cal.), stating that he had been unemployed for at least 12 months, had no bank

accounts or other assets (apart from $290 in cash), and was receiving government assistance.

42. In 2018, Mendia-Alcaraz filed for bankruptcy. In 2019, the same year Mendia-

Alcaraz began soliciting investors for the Toltec Funds, he filed six additional bankruptcy

proceedings. Each of his bankruptcy cases was dismissed for various reasons.

43. While Toltec Capital and Mendia-Alcaraz touted Mendia-Alcaraz’s credentials and

experience to investors, they did not disclose to investors Mendia-Alcaraz’s history of bankruptcy

filings and criminal record. These facts were material to a reasonable investor considering an

investment with Toltec Capital. A reasonable investor would have wanted to know that the

managing partner of the fund in which they were investing was lying about his educational

background, had been convicted of financial crimes, and had recently filed bankruptcy numerous

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Complaint
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times. The omission of those material facts made the statements by Toltec Capital and Mendia-

Alcaraz regarding Mendia-Alcaraz’s credentials and experience materially misleading.

2. Defendants Made False Promises to Investors About the Return of
Principal and Other Payments

44. As discussed above, the Defendants guaranteed the full return of investors’

principal and stated that investors would receive interest and/or dividend disbursements. In fact,

during the Relevant Period, Toltec Capital almost never had sufficient money in its bank accounts

to cover all investors’ outstanding principal, interest, and dividend amounts. As a result, Toltec

Capital often made late interest payments to investors, failed to pay interest or dividends, and did

not return investors’ principal.

45. When investors raised concerns about not being paid on time, Mendia-Alcaraz

further misled them by telling investors money was coming soon or by sending investors updates

regarding supposed investment performance. For example, on January 6, 2023, one investor

emailed Mendia-Alcaraz, asking him to check on her account because she had not received her

expected dividend disbursement for the S&P 500 Fund. Mendia-Alcaraz responded by email on

January 7, 2023, stating that her net gains had been “between 21.78% to 22.09% (annualized),”

and that her next dividend date was April 4, 2023. But despite these assurances, this investor

ultimately never received her owed dividend disbursements nor a return of her principal

investment at the end of her investment term. While this investor received funds from Toltec

Capital in July 2022, these payments were funded through Ponzi payments from other investors,

not from legitimate investment returns. In fact, despite Mendia-Alcaraz’s representations, this

investor’s principal could not have been earning dividends because it was never invested in any

fund, it was instead spent by Toltec Capital within the first month it was received, including to

make Ponzi payments to other investors.

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46. Mendia-Alcaraz also hid Toltec Capital’s inability to repay investors by requesting

or instructing them to sign new contracts to extend their investment term. For example, on April

26, 2023, Mendia-Alcaraz emailed one investor whose final principal and interest payment was

due on April 28, 2023 under his then current contract. Mendia-Alcaraz claimed that the investor’s

“current contract [would] need to be amended to cover the interest arrears,” and set out dates for “a

complete redemption” and “outstanding interest.” In a subsequent email that Mendia-Alcaraz sent

to the investor later that same day, on April 26, 2023, Mendia-Alcaraz promised the investor

would receive the outstanding principal and interest owed by June 30, 2023, although Mendia-

Alcaraz “expected it to be sooner.” Mendia-Alcaraz would continue to provide this investor with

additional, false assurances throughout 2023 that payment was forthcoming, emailing the investor

on June 29, 2023, July 26, 2023, August 24, 2023, October 9, 2023, and December 11, 2023.

Through false assurances such as these, Mendia-Alcaraz convinced numerous investors to sign

contracts rolling over their principal for longer-term investment contracts, including the above-

referenced investor who signed a revised Promissory Note dated December 11, 2023, to recover

their accrued interest and principal.

47. Additionally, on or around February 16, 2024, Mendia-Alcaraz spoke with two

investors who had jointly invested $140,000 in one of the Toltec Capital funds. Mendia-Alcaraz

blamed Toltec Capital’s delay in returning their money on various administrative or accounting

problems, and he convinced the investors to extend their investment contract. Mendia-Alcaraz did

not, however, tell the investors of the underlying cash shortage that prevented Toltec Capital from

paying its investors. As of February 16, 2024, the Toltec Accounts had a negative net balance of

approximately ($62). As noted above, that was material information that a reasonable investor

would have wanted to know.

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SEC v. Mendia-Alcaraz, et al.

C. Defendants Misappropriated Investor Funds

48. Contrary to Defendants’ representations to investors about how invested funds

would be used, Defendants misappropriated much of the money they received from investors. At

Mendia-Alcaraz’s direction, Defendants used investors’ money to make Ponzi-like payments to

other investors and to pay Mendia-Alcaraz’s personal expenses.

49. For example, on October 19, 2022, an investor wired $100,000 into one of the

Toltec Accounts, which began that day with a negative balance of approximately ($66). The next

day, 25 payments were made to approximately 18 investors totaling approximately $42,000,

purportedly as interest, dividends, and a capital redemption. Additionally, on May 23, 2022, an

investor wired $250,000 to one of the Toltec Accounts, which began the day with a balance of

approximately $19,000. Over the following week, approximately $128,329 was distributed to four

separate investors. Similarly, on September 9, 2022, an investor wired $25,000 into one of the

Toltec Accounts, which began the day with a $0.24 balance. That same day, six payments were

made to investors totaling approximately $4,900 and $5,100 was withdrawn from the account.

50. Defendants also misappropriated investor funds for Mendia-Alcaraz’s personal use.

During the Relevant Period, Mendia-Alcaraz misappropriated at least approximately $267,000 of

investor funds for his personal expenses, including approximately $65,000 spent on rent for one or

more apartments in San Francisco, and $2,600 spent at a jewelry store. Additionally,

approximately $150,000 in cash withdrawals were made from the Toltec Accounts that Mendia-

Alcaraz controlled.

51. Mendia-Alcaraz also transferred at least approximately $121,000 (representing

investor funds) from the Toltec Accounts to a personal checking account that he co-owned with

Ramirez Cano. Of those funds, at least approximately $3,400 was spent by Ramirez Cano.

Ramirez Cano did not have a legitimate claim to the investor funds that she spent.

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52. Additionally, during the Relevant Period, approximately $673,000 was transferred

from the Toltec Accounts to Fondo Toltec. Of those funds, at least approximately $400,000 is

traceable to Toltec Capital investor funds. At least some of those funds were used to pay personal

expenses, including an automobile purchase and condo payments. Fondo Toltec did not have a

legitimate claim to the Toltec Capital investor funds that it received.

D. Defendants’ Actions Harmed Investors

53. To date, Defendants have not returned the investment principal to approximately 33

of their 41 investors. The amount of these investors’ lost principal is approximately $2.2 million,

which does not include owed interest and dividend payments.

54. Mendia-Alcaraz also continues to mislead investors by assuring them that Toltec

Capital will return their funds in the near future. For example, on or around April 27, 2024,

Mendia-Alcaraz spoke to one investor by phone and stated that Toltec Capital had been late in

returning capital only because of problems with employees or vendors. In another instance,

Mendia-Alcaraz spoke to a separate investor by phone on or around February 27, 2024, and

assured the investor that his funds would be returned by March 31, 2024. Despite Mendia-

Alcaraz’s assurances, these investors’ funds have not been returned.

FIRST CLAIM FOR RELIEF

Violations of Sections 5(a) and 5(c) of the Securities Act
[15 U.S.C. §§ 77e(a), 77e(c)]

(Against Defendants Mendia-Alcaraz and Toltec Capital)

55. The SEC re-alleges and incorporates by reference paragraphs 1 through 54 above.

56. As alleged above, Defendants offered and sold Toltec Fund securities through

interstate commerce. There was no registration statement filed with the SEC or in effect for any of

Defendants’ securities offerings.

57. No exemption from registration applied to Defendants’ securities offerings.

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Defendants engaged in general solicitation, broadly targeting members of the public across various

states.

58. By their conduct alleged above, Defendants directly or indirectly, singly and in

concert with others, made use of the means or instruments of transportation or communication in

interstate commerce, or of the mails, to offer to sell or to sell securities, or carried or caused to be

carried through the mails or in interstate commerce, by means or instruments of transportation,

securities for the purpose of sale or for delivery after sale, when no registration statement had been

filed or was in effect as to such securities, and when no exemption from registration was

applicable.

59. By reason of the foregoing, Defendants violated, and unless restrained and enjoined

will continue to violate, Sections 5(a) and 5(c) of the Securities Act [15 U.S.C. §§ 77e(a) and

77e(c)].

SECOND CLAIM FOR RELIEF

Violations of Section 17(a) of the Securities Act
[15 U.S.C. § 77q(a)]

(Against Defendants Mendia-Alcaraz and Toltec Capital)

60. The SEC re-alleges and incorporates by reference paragraphs 1 through 54 above.

61. Defendants, by engaging in the conduct described above, directly or indirectly, in

the offer or sale of securities, by use of means or instruments of transportation or communication

in interstate commerce or by use of the mails:

a. employed devices, schemes, or artifices to defraud;

b. obtained money or property by means of untrue statements of material fact

or by omitting to state a material fact necessary in order to make the

statements made, in light of the circumstances under which they were made,

not misleading; and

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c. engaged in transactions, practices, or courses of business which operated or

would operate as a fraud or deceit upon purchasers.

62. With regard to their violations of Section 17(a)(1), Defendants engaged in the

conduct knowingly or recklessly. With regard to their violations of the Sections 17(a)(2) and

17(a)(3), Defendants acted at least negligently.

63. By reason of the foregoing, Defendants violated, and unless restrained and enjoined

will continue to violate, Section 17(a) of the Securities Act [15 U.S.C. § 77q(a)].

THIRD CLAIM FOR RELIEF

Violations of Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)]
and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5]

(Against Defendants Mendia-Alcaraz and Toltec Capital)

64. The SEC re-alleges and incorporates by reference paragraphs 1 through 54 above.

65. Defendants, by engaging in the conduct described above, directly or indirectly, in

connection with the purchase or sale of securities, by use of means or instrumentalities of interstate

commerce, or of the mails, knowingly or recklessly:

a. Employed devices, schemes, or artifices to defraud;

b. Made untrue statements of material facts or omitted to state material facts

necessary in order to make the statements made, in the light of the

circumstances under which they were made, not misleading; and

c. Engaged in acts, practices, or courses of business which operated or would

operate as a fraud or deceit upon other persons, including purchasers of

securities.

66. By reason of the foregoing, Defendants violated, and unless restrained and enjoined

will continue to violate, Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5

thereunder [17 C.F.R. § 240.10b-5].

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FOURTH CLAIM FOR RELIEF

Violations of Sections 206(1) and 206(2) of the Advisers Act
[15 U.S.C. §§ 80b-6(1) and (2)]

(Against Defendants Mendia-Alcaraz and Toltec Capital)

67. The SEC re-alleges and incorporates by reference paragraphs 1 through 54 above.

68. As a result of the conduct alleged herein, Defendants acted as investment advisers

within the meaning of Section 202(a)(11) of the Advisers Act [15 U.S.C. § 80b-2(a)(11)] to the S&P

500 Fund. Defendants were in the business of providing investment advice to others concerning

securities for compensation.

69. As set forth above, Defendants, by use of the mails or any means or instrumentality

of interstate commerce, directly or indirectly: (a) acting intentionally, knowingly, or recklessly,

employed devices, schemes, or artifices to defraud clients and/or potential clients; or (b) engaged in

transactions, practices, or courses of business which operate as a fraud or deceit upon a client or

prospective client.

70. By reason of the foregoing, Defendants directly or indirectly violated, and unless

restrained and enjoined will continue to violate, Sections 206(1) and 206(2) of the Advisers Act [15

U.S.C. §§ 80b-6(1) and 80b-6(2)].

FIFTH CLAIM FOR RELIEF

Violations of Sections 206(4) of the Advisers Act [15 U.S.C. § 80b-6(4)] and
Rule 206(4)-8 thereunder [17 C.F.R. § 206(4)-8]

(Against Defendants Mendia-Alcaraz and Toltec Capital)

71. The SEC re-alleges and incorporates by reference paragraphs 1 through 54 above.

72. During the Relevant Period, the S&P 500 Fund was a pooled investment vehicle

under the federal securities laws.

Complaint
SEC v. Mendia-Alcaraz, et al.

73. As alleged above, Defendants, in connection with the purchase and sale of a pooled

investment vehicle:

a. made untrue statements of material facts and/or omitted to state material facts

necessary to make the statements made, in the light of the circumstances

under which they were made, not misleading; and

b. engaged in acts, practices, and courses of business that were fraudulent,

deceptive, and/or manipulative.

74. By reason of the foregoing, Defendants directly or indirectly violated, and unless

restrained and enjoined will continue to violate, Section 206(4) of the Advisers Act [15 U.S.C. §

80b-6(4)] and Rule 206(4)-8 thereunder [17 C.F.R. § 275.206(4)-8].

SIXTH CLAIM FOR RELIEF

Disgorgement From Relief Defendants Under
Section 21(d) of the Exchange Act [15 U.S.C. § 78u(d)]

(Against Relief Defendants Ramirez Cano and Fondo Toltec)

75. The SEC re-alleges and incorporates by reference paragraphs 1 through 54 above.

76. Ramirez Cano received, directly or indirectly, funds or other property from

Defendants, which are the proceeds of, or are traceable to the proceeds of, unlawful activities

alleged in this Complaint to which Ramirez Cano has no legitimate claim.

77. Fondo Toltec received, directly or indirectly, funds or other property from

Defendants, which are the proceeds of, or are traceable to the proceeds of, unlawful activities

alleged in this Complaint to which Fondo Toltec has no legitimate claim.

78. By reason of the foregoing, it would be inequitable for Relief Defendants to retain

the proceeds from violations of the federal securities laws, so such proceeds should be disgorged.

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PRAYER FOR RELIEF

WHEREFORE, the SEC respectfully requests that the Court:

79. Permanently enjoin Defendants from directly or indirectly violating Sections 5(a)

and 5(c) of the Securities Act [15 U.S.C. §§ 77e(a) and 77e(c)].

80. Permanently enjoin Defendants from directly or indirectly violating Section 17(a) of

the Securities Act [15 U.S.C. § 77q(a)], Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and

Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5], and Sections 206(1), 206(2), and 206(4) of the

Advisers Act [15 U.S.C. §§ 80b-6(1), 80b-6(2), and 80b-6(4)] and Rule 206(4)-8 thereunder [17

C.F.R. § 275.206(4)-8] by, directly or indirectly, (i) creating a false appearance or otherwise

deceiving any person, or (ii) disseminating false or misleading documents, materials, or information

or making, either orally or in writing, any false or misleading statement in any communication with

any investor or prospective investor, about:

(A) any investment strategy, or investment in or offering of securities;

(B) the registration status of any offering or securities;

(D) the use of investor funds;

(E) compensation to any person;

(F) Defendants’ qualifications to advise investors; or

(G) the misappropriation of investor funds or investment proceeds.

II.

81. Permanently enjoin Defendant Mendia-Alcaraz from directly or indirectly, including

but not limited to, through any entity owned or controlled by him, participating in the issuance,

purchase, offer, or sale of any securities, provided however, that such injunction shall not prevent

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him from purchasing or selling securities for his own personal account.

III.

82. Order Defendants to disgorge, on a joint and several basis, all ill-gotten gains or

unjust enrichment derived from the unlawful activities set forth in this Complaint, together with

prejudgment interest thereon.

IV.

83. Order Defendants to pay civil monetary penalties pursuant to Section 20(d) of the

Securities Act [15 U.S.C. § 77t(d)], Section 21(d) of the Exchange Act [15 U.S.C. § 78u(d)(3)], and

Section 209(e) of the Advisers Act [15 U.S.C. §80b-9(e)].

84. Prohibit Defendant Mendia-Alcaraz, pursuant to Section 20(e) of the Securities Act

[15 U.S.C. § 77t(e)] and Section 21(d)(2) of the Exchange Act [15 U.S.C. § 78u(d)(2)], from

serving as an officer or director of any company that has a class of securities registered with the

SEC pursuant to Section 12 of the Exchange Act [15 U.S.C. § 78l] or that is required to file reports

pursuant to Section 15(d) of the Exchange Act [15 U.S.C. § 78o(d)].

VI.

85. Order the Relief Defendants to disgorge, with prejudgment interest, all ill-gotten

gains received or derived from the unlawful activities set forth in this Complaint.

VII.

86. Grant such other and further relief as this Court may determine to be appropriate.

JURY DEMAND

87. Pursuant to Rule 38 of the Federal Rules of Civil Procedure, the SEC demands a trial

by jury on all issues so triable.

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Respectfully submitted,

Dated: August 23, 2024 By: /s/ Timothy K. Halloran
Timothy K. Halloran
Daniel J. Ball
Laura J. Cunningham

Attorneys for Plaintiff
SECURITIES AND EXCHANGE
COMMISSION

OCR text (47,684c · textlayer · 95% conf)

Attorneys for Plaintiff
SECURITIES AND EXCHANGE COMMISSION
100 F Street, NE
Washington, DC 20549

UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF CALIFORNIA

SAN FRANCISCO DIVISION

SECURITIES AND EXCHANGE
COMMISSION,

Plaintiff,

BERNARDO MENDIA-ALCARAZ (a/k/a
Bernardo Mendia) and TOLTEC
CAPITAL LLC,

Defendants,

and

EDITH F. RAMIREZ CANO and FONDO
TOLTEC S DE RL DE CV,

Relief Defendants.

Case No. 3:24-cv-5823

COMPLAINT

DEMAND FOR JURY TRIAL

Plaintiff Securities and Exchange Commission (“SEC” or “Commission”) alleges the

following:

Case 4:24-cv-05823-DMR Document 1 Filed 08/23/24 Page 1 of 24