SEC Charges Woodbridge Group of Companies in 'Massive' $1.2 Billion Ponzi Scheme Targeting 8,400 Investors

The SEC formally charged Woodbridge Group of Companies and owner Robert H Shapiro of Sherman Oaks, California and Aspen, Colorado with securities fraud, ordering their assets frozen and alleging the group defrauded more than 8,400 investors, many of whom were seniors who financed their investments by using retirement savings, in a "massive" $1.2 billion Ponzi scheme that utilized unregistered Woodbridge Funds.

According to the SEC's complaint, Shapiro fraudulently used money from newer investors to pay returns owed to existing investors all while the Shapiro family lived in luxury, spending investor money on luxury automobiles, jewelry, country club membership, and chartering private planes.

The Commission also cited Shapiro for intentionally arranging for the manipulation of search engine results to hide certain state regulatory orders filed against Woodbridge, and for continuing to sell millions of dollars worth of Woodbridge products to residents of states that had already issued cease-and-desist orders.

While SEC investigators were busy unraveling the Woodbridge Ponzi and cover-up scheme, which primarily concerned 12-to-18-month promissory notes and seven private placement fund offerings with five-year terms, Woodbridge's public statements blamed regulators for being too strict, claiming that industry rules were to blame for the company's money troubles.

For instance, after failing to make its regularly scheduled one-year Notes payment on December 1, 2017 and filing for bankruptcy protection shortly thereafter, the Woodbridge Group of Companies sent a letter to investors claiming that its bankruptcy is a strategic effort to "establish a stronger financial platform." Even as it filed for bankruptcy, Woodbridge retained Shapiro as a "consultant," for which the company paid a rate of $175,000 per month to another entity called "WMF Management," formed in September 2017, that Shapiro owns and manages.

The SEC complaint alleges that Woodbridge and Shapiro's network of both in-house and external agents falsely sold Woodbridge investments as "low risk," "simpler," "safe," and "secure," employing misleading marketing materials that falsely portrayed the nature of Woodbridge, when in fact Shapiro was actively making Ponzi payments to investors, paying significant sales commissions to unregistered sales agents in exchange for selling Woodbridge to the public, and misappropriating investor funds for his own personal use.

An example of one of these salespersons is former Royal Alliance Associates broker Frank John Capuano (CRD #844182), whom FINRA sanctioned for offering and selling $1.1 million in allegedly unregistered Woodbridge notes to nine Royal Alliance customers, receiving over $34,000 in commissions for these transactions.

Investigators found that Capuano failed to seek or obtain approval from Royal Alliance before participating in the Woodbridge transactions, and that he failed to disclose the sales to the firm.

The SEC announced an investigation of Woodbridge in early December, alleging that Woodbridge sold unregistered securities. A self-described high-end real estate firm, Woodbridge sold notes in various Woodbridge Investment Funds and Woodbridge Commercial Bridge Loan Funds, which many customers paid for using funds from their Individual Retirement Accounts (IRA). The firm's Woodbridge Realty Unlimited entity conducted business in Aspen and Roaring Fork Valley, Colorado, while Woodbridge Luxury Homes of Southern California concerned itself with real estate and mega-mansion development in the Greater Los Angeles communities of Sherman Oaks, Hidden Hills, Beverly Hills, and Bel Air.

Shapiro at times would utilize another LLC—Shapiro Property LLC—to mask his misconduct, and issue notes from Shapiro Property LLC, with an interest rate of zero, to Woodbridge.

By using later investor funds to pay earlier investors' interests, Shapiro thus purportedly portrayed the scheme as legitimate when, in fact, it was fraudulent and on the verge of financial disaster.

In addition to Shapiro and Woodbridge Group of Companies, LLC, the SEC named RS Protection Trust, WMF Management, Woodbridge Structured Funding, Woodbridge Mortgage Investment Fund (1, 2, 3, 3A, and 4), Woodbridge Commercial Bridge Loan Fund (1 and 2), and over 275 additional Woodbridge-affiliated LLCs as defendants. Jeri Shapiro, Woodbridge Realty of Colorado, Woodbridge Luxury Homes of California (dba Mercer Vine, Inc), Riverdale Funding, Schwartz Media Buying Company, and WFS Holding Co are listed as relief defendants.

Prior to SEC involvement, states had already begun to uncover the true fraudulent nature of Robert H Shapiro's Woodbridge Group of Companies. Michigan regulators in 2017 issued Woodbridge Investment Fund 4 a cease and desist notice, similar to previous actions taken by regulators in Massachusetts, Texas, and Arizona. Colorado and Idaho regulators also initiated investigations of Woodbridge.

Even in the wake of these cease and desist orders, Woodbridge nonetheless continued to sell investment products to residents of the aforementioned states, soliciting approximately $9 million after being instructed to cease and desist, falsely mischaracterizing that the company had been "exonerated of any wrongdoing or fraudulent activity" when no such determination was made.

Woodbridge, at Shapiro's direction, additionally hired a public relations firm to manipulate search engine results so as to hide the state regulatory orders from customers who searched the Internet for Woodbridge.

Direct or indirect sales of unregistered securities is a violation of industry regulations, meaning a registered broker, financial adviser, or firm who has sold such securities may be liable for damages that result from associated transactions.

If you invested with any broker, financial adviser, or firm in the SEC-alleged fraudulent Woodbridge Group of Companies, including Woodbridge Mortgage Investment Fund products or other Woodbridge promissory notes or private placements, and these transactions have proven harmful when the Fund failed to meet its scheduled payment obligations, please call The Law Offices of Jonathan W. Evans & Associates at (800) 699-1881 for an investigation and consultation.

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