2026-01-06 sec-litreleases judgment 203 KB 19,314 chars

SEC v. Bernardo Mendia-Alcaraz; Toltec Capital LLC; Edith F. Ramirez Cano; and Fondo Toltec S de RL de CV, No. 3:24-cv-05823-RS, Northern District of California (Jan. 6, 2026) — Judgment

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.
Source PDF JSON

Enriched metadata

Scheme
investment-adviser-fraud (95%)
Court
Northern District of California
Case No.
3:24-cv-05823-RS
Disgorgement
$2,207,524
Civil penalty
$2,207,524
Classified investment-adviser-fraud(confidence 95%). EDGAR detection: forms ADV/ADV-E/ADV-W/Form D· recall 33% / precision 13%. detection rule →
Statutes
15 U.S.C. § 78j(b)15 U.S.C. § 77q(a)15 U.S.C. § 77e15 U.S.C. § 77h15 U.S.C. § 77t(b)15 U.S.C. § 78u(d)15 U.S.C. § 77t(e)15 U.S.C. § 78l15 U.S.C. § 78o(d)15 U.S.C. § 77t(d)15 U.S.C. § 80b-9(e)28 U.S.C. § 300128 U.S.C. § 196111 U.S.C. § 52311 U.S.C. § 523(a)17 C.F.R. § 240.10b-517 C.F.R. § 275.206(4)Section 10(b) of the Securities Exchange ActSection 17(a) of the Securities ActSections 5(a) and (c) of the Securities ActSections 206(1), (2) of the Investment Advisers ActSections 206(1), (2) of the Investment Advisers ActSection 206(4) of the Investment Advisers ActSection 20(b) of the Securities ActSection 20(e) of the Securities ActSection 20(d) of the Securities ActRule 10b-5
Parties
Securities and Exchange CommissionBernardo Mendia-AlcarazToltec Capital LLCEdith F. Ramirez CanoFondo Toltec S de RL de CV
Keywords
finalordered adjudgedadjudged decreedfurther orderedsecuritiesinvestmentcv-proposed finaldocument pagepage proposeddirectly indirectlyinvestorfurtherorderedcivil

Extracted insights

Dollar amounts 7
  • $2.21M $2,207,524 $1M–$10M
  • $2.21M $2,207,524 $1M–$10M
  • $555K $554,563 $100K–$1M
  • $151K $150,866 $100K–$1M
  • $38K $37,899 $10K–$100K
  • $4K $3,654 <$10K
  • $249 $249 <$10K
Entities 2
  • company default judgment against bernardo mendia-alcaraz and toltec capital llc
  • agency Securities and Exchange Commission
Triples 5
  • Securities And Exchange Commission files motion for default judgment against Bernardo Mendia-Alcaraz and Toltec Capital LLC
  • Court grants motion and enters final judgment against Defendants and Relief Defendants
  • Defendants are restrained from violating Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5
  • Defendants are restrained from violating Section 17(a) of the Securities Act of 1933
  • Securities And Exchange Commission alleges fraud by using false or misleading statements to investors about investment strategies and fund use
PDF
SEC v. BERNARDO MENDIA-ALCARAZ (a/k/a · Source
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UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF CALIFORNIA

SAN FRANCISCO DIVISION

SECURITIES AND EXCHANGE
COMMISSION,

Plaintiff,

v.

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-RS

[PROPOSED] FINAL JUDGMENT

This matter came before the Court on the motion of Plaintiff Securities and Exchange

Commission (“SEC” or “Commission”) for a default judgment against Defendants Bernardo Mendia-

Alcaraz (“Mendia-Alcaraz”) and Toltec Capital LLC (“Toltec Capital”) (together, “Defendants”) and

Relief Defendants Edith F. Ramirez Cano (“Ramirez Cano”) and Fondo Toltec S de RL de CV

(“Fondo Toltec”) (together, “Relief Defendants”).

Upon consideration of the SEC’s motion papers and the other filings in this action, and for

good cause shown, the Court grants the SEC’s motion and enters Final Judgment against Defendants

and Relief Defendants as follows:

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Case No. 3:24-cv-5823-RS

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I.

 IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that Defendants are

permanently restrained and enjoined from violating, directly or indirectly, Section 10(b) of the

Securities Exchange Act of 1934 (the “Exchange Act”) [15 U.S.C. § 78j(b)] and Rule 10b-5

promulgated thereunder [17 C.F.R. § 240.10b-5], by using any means or instrumentality of interstate

commerce, or of the mails, or of any facility of any national securities exchange, in connection with

the purchase or sale of any security:

(a) to employ any device, scheme, or artifice to defraud;

(b) to make any untrue statement of a material fact or to omit to state a material fact

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

 under which they were made, not misleading; or

(c) to engage in any act, practice, or course of business which operates or would

 operate as a fraud or deceit upon any person

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 securities,

(B) the nature of the investment in securities,

(C) the use of investor funds,

(D) compensation to any person,

(E) Defendants’ qualifications to advise investors, or

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

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Case No. 3:24-cv-5823-RS

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 IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in Federal

Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who receive actual

notice of this Final Judgment by personal service or otherwise: (a) Defendants’ officers, agents,

servants, employees, and attorneys; and (b) other persons in active concert or participation with

Defendants or with anyone described in (a).

II.

 IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that Defendants are

permanently restrained and enjoined from violating Section 17(a) of the Securities Act of 1933 (the

“Securities Act”) [15 U.S.C. § 77q(a)] in the offer or sale of any security by the use of any means or

instruments of transportation or communication in interstate commerce or by use of the mails,

directly or indirectly:

(a) to employ any device, scheme, or artifice to defraud;

(b) to obtain money or property by means of any untrue statement of a material fact or any

omission of a material fact necessary in order to make the statements made, in light of

the circumstances under which they were made, not misleading; or

 (c) to engage in any transaction, practice, or course of business which operates or

  would operate as a fraud or deceit upon the purchaser

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 securities,

(B) the nature of the investment in securities,

(C) the use of investor funds,

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(D) compensation to any person,

(E) Defendants’ qualifications to advise investors, or

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

 IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in Federal

Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who receive actual

notice of this Final Judgment by personal service or otherwise: (a) Defendants’ officers, agents,

servants, employees, and attorneys; and (b) other persons in active concert or participation with

Defendants or with anyone described in (a).

III.

 IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that Defendants are

permanently restrained and enjoined from violating Sections 5(a) and (c) of the Securities Act [15

U.S.C. § 77e] by, directly or indirectly, in the absence of any applicable exemption:

 (a) Unless a registration statement is in effect as to a security, making use of any means or

instruments of transportation or communication in interstate commerce or of the mails

to sell such security through the use or medium of any prospectus or otherwise;

 (b) Unless a registration statement is in effect as to a security, carrying or causing to be

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

transportation, any such security for the purpose of sale or for delivery after sale; or

 (c) Making use of any means or instruments of transportation or communication in

interstate commerce or of the mails to offer to sell or offer to buy through the use or

medium of any prospectus or otherwise any security, unless a registration statement

has been filed with the Commission as to such security, or while the registration

statement is the subject of a refusal order or stop order or (prior to the effective date of

the registration statement) any public proceeding or examination under Section 8 of

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the Securities Act [15 U.S.C. § 77h].

 IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in Federal

Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who receive actual

notice of this Final Judgment by personal service or otherwise: (a) Defendants’ officers, agents,

servants, employees, and attorneys; and (b) other persons in active concert or participation with

Defendants or with anyone described in (a).

IV.

 IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that Defendants are

permanently restrained and enjoined from violating, while acting as investment advisers, Sections

206(1), (2) of the Investment Advisers Act of 1940 (the “Investment Advisers Act”) [15 U.S.C. §§

80b-6(1), (2)], by using the mails or any means or instrumentality of interstate commerce, directly or

indirectly:

(a) to employ any device, scheme, or artifice to defraud any client or prospective client;

or

(b) to engage in any transaction, practice, or course of business which operates as a fraud or

deceit upon any client or prospective client

by, directly or indirectly, (i) creating a false appearance or otherwise deceiving any client or

prospective client, 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

client or prospective client, about:

(A) any investment strategy or investment in securities,

(B) the nature of the investment in securities,

(C) the use of investor funds,

(D) compensation to any person,

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(E) Defendants’ qualifications to advise investors, or

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

 IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in Federal

Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who receive actual

notice of this Final Judgment by personal service or otherwise: (a) Defendants’ officers, agents,

servants, employees, and attorneys; and (b) other persons in active concert or participation with

Defendants or with anyone described in (a).

V.

 IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that Defendants are

permanently restrained and enjoined from violating, while acting as investment advisers to pooled

investment vehicles, as defined in Rule 206(4)-8(b) [17 C.F.R. § 275.206(4)-8], Section 206(4) of the

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

275.206(4)-8], by using the mails or any means or instrumentality of interstate commerce to, directly

or indirectly:

(a) make one or more untrue statements of material fact or omit to state one or more material

facts necessary in order to make the statements made, in light of the circumstances under

which they were made, not misleading, to any investor in the pooled investment vehicle;

or

(b) engage in any act, practice, or course of business which is fraudulent, deceptive, or

manipulative, with respect to any investor or prospective investor in the pooled investment

vehicle

by, directly or indirectly, (i) creating a false appearance or otherwise deceiving any client or

prospective client, 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

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client or prospective client, about:

(A) any investment strategy or investment in securities,

(B) the nature of the investment in securities,

(C) the use of investor funds,

(D) compensation to any person,

(E) Defendants’ qualifications to advise investors, or

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

 IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in Federal

Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who receive actual

notice of this Final Judgment by personal service or otherwise: (a) Defendants’ officers, agents,

servants, employees, and attorneys; and (b) other persons in active concert or participation with

Defendants or with anyone described in (a).

VI.

 IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that pursuant to

Sections 21(d)(1) and 21(d)(5) of the Exchange Act [15 U.S.C. §§ 78u(d)(1) and (d)(5)],

Section 20(b) of the Securities Act [15 U.S.C. § 77t(b)], and Section 209(d) of the Advisers

Act [115 U.S.C. § 80b-9(d)], Mendia-Alcaraz is permanently restrained and enjoined 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 security; provided, however, that

such injunction shall not prevent him from purchasing or selling securities for his own personal

account.

 IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in

Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following

who receive actual notice of this Final Judgment by personal service or otherwise:

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(a) Defendant’s officers, agents, servants, employees, and attorneys; and (b) other persons

in active concert or participation with Defendant or with anyone described in (a).

VII.

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, pursuant to Section

21(d)(2) of the Exchange Act [15 U.S.C. § 78u(d)(2)] and Section 20(e) of the Securities Act [15

U.S.C. § 77t(e)], Mendia-Alcaraz is prohibited from acting as an officer or director of any issuer that

has a class of securities registered 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)].

VIII.

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that Defendants are jointly and

severally liable for disgorgement of $2,207,524, representing net profits gained as a result of the

conduct alleged in the Complaint, together with prejudgment interest thereon in the amount of

$150,866. Of that sum, Relief Defendant Ramirez Cano is jointly and severally liable with

Defendants for disgorgement of $3,654, plus prejudgment interest of $249, and Relief Defendant

Fondo Toltec is jointly and severally liable with Defendants for disgorgement of $554,563, plus

prejudgment interest of $37,899. The Court further imposes a civil penalty against Mendia-Alcaraz in

the amount of $2,207,524 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)]. Defendants shall satisfy these obligation(s) by paying these amounts to the

Securities and Exchange Commission within 30 days after entry of this Final Judgment.

Defendants may transmit payment electronically to the Commission, which will provide

detailed ACH transfer/Fedwire instructions upon request from a bank account via Pay.gov through

the SEC website at http://www.sec.gov/about/offices/ofm.htm. Defendants may also pay by certified

check, bank cashier’s check, or United States postal money order payable to the Securities and

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Exchange Commission, which shall be delivered or mailed to

Enterprise Services Center
Accounts Receivable Branch
6500 South MacArthur Boulevard
Oklahoma City, OK 73169

and shall be accompanied by a letter identifying the case title, civil action number, and name of this

Court; Bernardo Mendia-Alcaraz and Toltec Capital LLC as defendants in this action; and specifying

that payment is made pursuant to this Final Judgment.

Defendants shall simultaneously transmit photocopies of evidence of payment and case

identifying information to the Commission’s counsel in this action. By making this payment,

Defendants relinquish all legal and equitable right, title, and interest in such funds and no part of the

funds shall be returned to Defendants.

The Commission shall hold the funds (collectively, the “Fund”) until further order of this

Court. The SEC may propose a plan to distribute the Fund subject to the Court’s approval. Such a

plan may provide that the Fund shall be distributed pursuant to the Fair Fund provisions of Section

308(a) of the Sarbanes-Oxley Act of 2022. The Court shall retain jurisdiction over the administration

of any distribution of the Fund and the Fund may only be disbursed pursuant to an Order of the Court.

Regardless of whether any such Fair Fund distribution is made, amounts ordered to be paid as

civil penalties pursuant to this Final Judgment shall be treated as penalties paid to the government for

all purposes, including tax purposes. To preserve the deterrent effect of the civil penalty, Defendants

shall not, after offset or reduction of any award of compensatory damages in any Related Investor

Action based on Defendants’ payment of disgorgement in this action, argue that they are entitled to,

nor shall they further benefit by, offset or reduction of such compensatory damages award by the

amount of any part of Defendants’ payment of a civil penalty in this action (“Penalty Offset”). If the

court in any Related Investor Action grants such a Penalty Offset, Defendants, within 30 days after

entry of a final order granting the Penalty Offset, notify the Commission’s counsel in this action and

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pay the amount of the Penalty Offset to the United States Treasury or to a Fair Fund, as the

Commission directs. Such a payment shall not be deemed an additional civil penalty and shall not be

deemed to change the amount of the civil penalty imposed in this Final Judgment. For purposes of

this paragraph, a “Related Investor Action” means a private damages action brought against

Defendants by or on behalf of one or more investors based on substantially the same facts as alleged

in the Complaint in this action.

The Commission may enforce the Court’s judgment for disgorgement and prejudgment

interest by using all collection procedures authorized by law, including, but not limited to, moving for

civil contempt at any time after 30 days following entry of this Final Judgment. The Commission may

enforce the Court’s judgment for penalties by the use of all collection procedures authorized by law,

including the Federal Debt Collection Procedures Act, 28 U.S.C. § 3001 et seq., and moving for civil

contempt for the violation of any Court orders issued in this action. Defendants shall pay post

judgment interest on any amounts due after 30 days of the entry of this Final Judgment pursuant to 28

U.S.C. § 1961.

Solely for purposes of exceptions to discharge set forth in Section 523 of the Bankruptcy

Code, 11 U.S.C. § 523, the allegations in the complaint are true and further, any debt for

disgorgement, prejudgment interest, civil penalty or other amounts due by Defendants under this

Final Judgment or any other judgment, order, consent order, decree or settlement agreement entered

in connection with this proceeding, is a debt for the violation by Defendants of the federal securities

laws or any regulation or order issued under such laws, as set forth in Section 523(a)(19) of the

Bankruptcy Code, 11 U.S.C. § 523(a)(19).

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IX.

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that this Court shall retain

jurisdiction of this matter for the purposes of enforcing the terms of this Final Judgment.

Dated:  ______________, _____

____________________________________
HON. RICHARD SEEBORG
CHIEF UNITED STATES DISTRICT JUDGE

December 16 2025
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UNITED STATES DISTRICT COURT 

NORTHERN DISTRICT OF CALIFORNIA 

SAN FRANCISCO DIVISION 
 
 

SECURITIES AND EXCHANGE 
COMMISSION, 
 

Plaintiff, 
 
v. 
 
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-RS 
 
[PROPOSED] FINAL JUDGMENT 
 
 
 
 
 

 

 
This matter came before the Court on the motion of Plaintiff Securities and Exchange 

Commission (“SEC” or “Commission”) for a default judgment against Defendants Bernardo Mendia-

Alcaraz (“Mendia-Alcaraz”) and Toltec Capital LLC (“Toltec Capital”) (together, “Defendants”) and 

Relief Defendants Edith F. Ramirez Cano (“Ramirez Cano”) and Fondo Toltec S de RL de CV 

(“Fondo Toltec”) (together, “Relief Defendants”).  

Upon consideration of the SEC’s motion papers and the other filings in this action, and for 

good cause shown, the Court grants the SEC’s motion and enters Final Judgment against Defendants 

and Relief Defendants as follows: 

Case 3:24-cv-05823-RS     Document 28     Filed 12/16/25     Page 1 of 11



 

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I. 

 IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that Defendants are 

permanently restrained and enjoined from violating, directly or indirectly, Section 10(b) of the 

Securities Exchange Act of 1934 (the “Exchange Act”) [15 U.S.C. § 78j(b)] and Rule 10b-5 

promulgated thereunder [17 C.F.R. § 240.10b-5], by using any means or instrumentality of interstate 

commerce, or of the mails, or of any facility of any national securities exchange, in connection with 

the purchase or sale of any security: 

(a) to employ any device, scheme, or artifice to defraud; 

(b) to make any untrue statement of a material fact or to omit to state a material fact 

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

 under which they were made, not misleading; or 

(c) to engage in any act, practice, or course of business which operates or would 

 operate as a fraud or deceit upon any person 

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 securities, 

(B) the nature of the investment in securities, 

(C) the use of investor funds, 

(D) compensation to any person, 

(E) Defendants’ qualifications to advise investors, or 

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

  

Case 3:24-cv-05823-RS     Document 28     Filed 12/16/25     Page 2 of 11



 

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 IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in Federal 

Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who receive actual 

notice of this Final Judgment by personal service or otherwise: (a) Defendants’ officers, agents, 

servants, employees, and attorneys; and (b) other persons in active concert or participation with 

Defendants or with anyone described in (a). 

II. 

 IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that Defendants are 

permanently restrained and enjoined from violating Section 17(a) of the Securities Act of 1933 (the 

“Securities Act”) [15 U.S.C. § 77q(a)] in the offer or sale of any security by the use of any means or 

instruments of transportation or communication in interstate commerce or by use of the mails, 

directly or indirectly: 

(a) to employ any device, scheme, or artifice to defraud; 

(b) to obtain money or property by means of any untrue statement of a material fact or any 

omission of a material fact necessary in order to make the statements made, in light of 

the circumstances under which they were made, not misleading; or 

 (c) to engage in any transaction, practice, or course of business which operates or  

  would operate as a fraud or deceit upon the purchaser 

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 securities, 

(B) the nature of the investment in securities, 

(C) the use of investor funds, 

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(D) compensation to any person, 

(E) Defendants’ qualifications to advise investors, or 

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

 IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in Federal 

Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who receive actual 

notice of this Final Judgment by personal service or otherwise: (a) Defendants’ officers, agents, 

servants, employees, and attorneys; and (b) other persons in active concert or participation with 

Defendants or with anyone described in (a). 

III. 

 IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that Defendants are 

permanently restrained and enjoined from violating Sections 5(a) and (c) of the Securities Act [15 

U.S.C. § 77e] by, directly or indirectly, in the absence of any applicable exemption: 

 (a) Unless a registration statement is in effect as to a security, making use of any means or 

instruments of transportation or communication in interstate commerce or of the mails 

to sell such security through the use or medium of any prospectus or otherwise; 

 (b) Unless a registration statement is in effect as to a security, carrying or causing to be 

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

transportation, any such security for the purpose of sale or for delivery after sale; or 

 (c) Making use of any means or instruments of transportation or communication in 

interstate commerce or of the mails to offer to sell or offer to buy through the use or 

medium of any prospectus or otherwise any security, unless a registration statement 

has been filed with the Commission as to such security, or while the registration 

statement is the subject of a refusal order or stop order or (prior to the effective date of 

the registration statement) any public proceeding or examination under Section 8 of 

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the Securities Act [15 U.S.C. § 77h]. 

 IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in Federal 

Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who receive actual 

notice of this Final Judgment by personal service or otherwise: (a) Defendants’ officers, agents, 

servants, employees, and attorneys; and (b) other persons in active concert or participation with 

Defendants or with anyone described in (a). 

IV. 

 IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that Defendants are 

permanently restrained and enjoined from violating, while acting as investment advisers, Sections 

206(1), (2) of the Investment Advisers Act of 1940 (the “Investment Advisers Act”) [15 U.S.C. §§ 

80b-6(1), (2)], by using the mails or any means or instrumentality of interstate commerce, directly or 

indirectly: 

(a) to employ any device, scheme, or artifice to defraud any client or prospective client; 

or 

(b) to engage in any transaction, practice, or course of business which operates as a fraud or 

deceit upon any client or prospective client 

by, directly or indirectly, (i) creating a false appearance or otherwise deceiving any client or 

prospective client, 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 

client or prospective client, about:   

(A) any investment strategy or investment in securities, 

(B) the nature of the investment in securities, 

(C) the use of investor funds, 

(D) compensation to any person, 

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(E) Defendants’ qualifications to advise investors, or 

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

 IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in Federal 

Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who receive actual 

notice of this Final Judgment by personal service or otherwise: (a) Defendants’ officers, agents, 

servants, employees, and attorneys; and (b) other persons in active concert or participation with 

Defendants or with anyone described in (a). 

V. 

 IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that Defendants are 

permanently restrained and enjoined from violating, while acting as investment advisers to pooled 

investment vehicles, as defined in Rule 206(4)-8(b) [17 C.F.R. § 275.206(4)-8], Section 206(4) of the 

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

275.206(4)-8], by using the mails or any means or instrumentality of interstate commerce to, directly 

or indirectly: 

(a) make one or more untrue statements of material fact or omit to state one or more material 

facts necessary in order to make the statements made, in light of the circumstances under 

which they were made, not misleading, to any investor in the pooled investment vehicle; 

or 

(b) engage in any act, practice, or course of business which is fraudulent, deceptive, or 

manipulative, with respect to any investor or prospective investor in the pooled investment 

vehicle 

by, directly or indirectly, (i) creating a false appearance or otherwise deceiving any client or 

prospective client, 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 

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client or prospective client, about:   

(A) any investment strategy or investment in securities, 

(B) the nature of the investment in securities, 

(C) the use of investor funds, 

(D) compensation to any person, 

(E) Defendants’ qualifications to advise investors, or 

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

 IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in Federal 

Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who receive actual 

notice of this Final Judgment by personal service or otherwise: (a) Defendants’ officers, agents, 

servants, employees, and attorneys; and (b) other persons in active concert or participation with 

Defendants or with anyone described in (a). 

VI. 

 IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that pursuant to 

Sections 21(d)(1) and 21(d)(5) of the Exchange Act [15 U.S.C. §§ 78u(d)(1) and (d)(5)], 

Section 20(b) of the Securities Act [15 U.S.C. § 77t(b)], and Section 209(d) of the Advisers 

Act [115 U.S.C. § 80b-9(d)], Mendia-Alcaraz is permanently restrained and enjoined 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 security; provided, however, that 

such injunction shall not prevent him from purchasing or selling securities for his own personal 

account.  

 IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in 

Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following 

who receive actual notice of this Final Judgment by personal service or otherwise: 

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(a) Defendant’s officers, agents, servants, employees, and attorneys; and (b) other persons 

in active concert or participation with Defendant or with anyone described in (a). 

VII. 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, pursuant to Section 

21(d)(2) of the Exchange Act [15 U.S.C. § 78u(d)(2)] and Section 20(e) of the Securities Act [15 

U.S.C. § 77t(e)], Mendia-Alcaraz is prohibited from acting as an officer or director of any issuer that 

has a class of securities registered 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)]. 

VIII. 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that Defendants are jointly and 

severally liable for disgorgement of $2,207,524, representing net profits gained as a result of the 

conduct alleged in the Complaint, together with prejudgment interest thereon in the amount of 

$150,866. Of that sum, Relief Defendant Ramirez Cano is jointly and severally liable with 

Defendants for disgorgement of $3,654, plus prejudgment interest of $249, and Relief Defendant 

Fondo Toltec is jointly and severally liable with Defendants for disgorgement of $554,563, plus 

prejudgment interest of $37,899. The Court further imposes a civil penalty against Mendia-Alcaraz in 

the amount of $2,207,524 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)]. Defendants shall satisfy these obligation(s) by paying these amounts to the 

Securities and Exchange Commission within 30 days after entry of this Final Judgment. 

Defendants may transmit payment electronically to the Commission, which will provide 

detailed ACH transfer/Fedwire instructions upon request from a bank account via Pay.gov through 

the SEC website at http://www.sec.gov/about/offices/ofm.htm. Defendants may also pay by certified 

check, bank cashier’s check, or United States postal money order payable to the Securities and 

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Exchange Commission, which shall be delivered or mailed to 

Enterprise Services Center 
Accounts Receivable Branch 
6500 South MacArthur Boulevard 
Oklahoma City, OK 73169 
 

and shall be accompanied by a letter identifying the case title, civil action number, and name of this 

Court; Bernardo Mendia-Alcaraz and Toltec Capital LLC as defendants in this action; and specifying 

that payment is made pursuant to this Final Judgment. 

Defendants shall simultaneously transmit photocopies of evidence of payment and case 

identifying information to the Commission’s counsel in this action. By making this payment, 

Defendants relinquish all legal and equitable right, title, and interest in such funds and no part of the 

funds shall be returned to Defendants.  

The Commission shall hold the funds (collectively, the “Fund”) until further order of this 

Court. The SEC may propose a plan to distribute the Fund subject to the Court’s approval. Such a 

plan may provide that the Fund shall be distributed pursuant to the Fair Fund provisions of Section 

308(a) of the Sarbanes-Oxley Act of 2022. The Court shall retain jurisdiction over the administration 

of any distribution of the Fund and the Fund may only be disbursed pursuant to an Order of the Court. 

Regardless of whether any such Fair Fund distribution is made, amounts ordered to be paid as 

civil penalties pursuant to this Final Judgment shall be treated as penalties paid to the government for 

all purposes, including tax purposes. To preserve the deterrent effect of the civil penalty, Defendants 

shall not, after offset or reduction of any award of compensatory damages in any Related Investor 

Action based on Defendants’ payment of disgorgement in this action, argue that they are entitled to, 

nor shall they further benefit by, offset or reduction of such compensatory damages award by the 

amount of any part of Defendants’ payment of a civil penalty in this action (“Penalty Offset”). If the 

court in any Related Investor Action grants such a Penalty Offset, Defendants, within 30 days after 

entry of a final order granting the Penalty Offset, notify the Commission’s counsel in this action and 

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pay the amount of the Penalty Offset to the United States Treasury or to a Fair Fund, as the 

Commission directs. Such a payment shall not be deemed an additional civil penalty and shall not be 

deemed to change the amount of the civil penalty imposed in this Final Judgment. For purposes of 

this paragraph, a “Related Investor Action” means a private damages action brought against 

Defendants by or on behalf of one or more investors based on substantially the same facts as alleged 

in the Complaint in this action. 

The Commission may enforce the Court’s judgment for disgorgement and prejudgment 

interest by using all collection procedures authorized by law, including, but not limited to, moving for 

civil contempt at any time after 30 days following entry of this Final Judgment. The Commission may 

enforce the Court’s judgment for penalties by the use of all collection procedures authorized by law, 

including the Federal Debt Collection Procedures Act, 28 U.S.C. § 3001 et seq., and moving for civil 

contempt for the violation of any Court orders issued in this action. Defendants shall pay post 

judgment interest on any amounts due after 30 days of the entry of this Final Judgment pursuant to 28 

U.S.C. § 1961. 

Solely for purposes of exceptions to discharge set forth in Section 523 of the Bankruptcy 

Code, 11 U.S.C. § 523, the allegations in the complaint are true and further, any debt for 

disgorgement, prejudgment interest, civil penalty or other amounts due by Defendants under this 

Final Judgment or any other judgment, order, consent order, decree or settlement agreement entered 

in connection with this proceeding, is a debt for the violation by Defendants of the federal securities 

laws or any regulation or order issued under such laws, as set forth in Section 523(a)(19) of the 

Bankruptcy Code, 11 U.S.C. § 523(a)(19). 

 

 

 

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IX. 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that this Court shall retain 

jurisdiction of this matter for the purposes of enforcing the terms of this Final Judgment. 

Dated:  ______________, _____ 

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HON. RICHARD SEEBORG 
CHIEF UNITED STATES DISTRICT JUDGE  

December 16 2025

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Related documents (1)