Get back! SEC’s ‘long and winding road’ to Mica Tan

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Richmond Mercurio - The Philippine Star

March 2, 2026 | 12:00am

Notes on the beat

MANILA, Philippines — Officials at the Securities and Exchange Commission (SEC) are probably rocking to a 1969 Beatles hit whenever Maria Francesca Tan (MFT) Group of Companies and Foundry Ventures come to mind.

“Get back,” after all, appears to be the message that they want to get across to the officers of the companies being linked to a massive investment fraud, most notably MFT Group chief executive officer Mica Tan.

Get back to the country and then give back to investors the money owed to them – these are basically the commission’s plea.

“She (Mica) needs to surrender here first. If they surrender, they can show the color of their money. Without those two things, I will not even entertain them,” SEC chairperson Francis Lim told The STAR when asked about a potential settlement should the MFT Group decide to reach out to the commission.

Lim made it clear that any hope of a settlement between the SEC and the companies appeared dim at the moment.

“I know a lot of investors that were victimized by them,” the SEC chair pointed out.

“They have to show their money and they have to surrender. Why should the government deal with them if they don’t respect government processes like the warrant of arrest, right?” he added.

The SEC’s fight against the MFT Group and Foundry Ventures came even before Lim’s stint as chairperson, which commenced only in June last year.

A criminal complaint against MFT Group and Foundry Ventures was filed by the SEC back in April 2024 for an alleged unauthorized investment scheme, as well as misrepresentations in the groups’ financial statements.

The filing of the case was based on complaints the SEC received from several investors who participated in the investment scheme of MFT Group, which later transitioned to Foundry Ventures.

The SEC said it found the MFT Group enticing potential investors to participate in its investment scheme, with the promise of a guaranteed return of 12 to 18 percent of the amount invested.

The group issued 12 post-dated checks to investors, through a promissory note or a borrower-lender agreement, in the form of a memorandum of agreement to prove the legitimacy of the scheme.

The first 11 checks, it said, indicated a one- to 1.5-percent monthly interest, while the last check reflected the interest and principal amount as stated in the contract.

The amount invested would supposedly be used to finance the purchase orders for “sure projects” of the companies’ subsidiaries.

These investment-taking activities of MFT Group and Foundry Ventures were described by the SEC as having the nature of a Ponzi scheme, as their success and viability are anchored on the additional investments of existing investors or the investments of new investors.

To stop all activities related to the illegal solicitation of investments from the public, a cease and desist order was made permanent by the SEC against MFT Group and its officers and directors in April last year.

SEC commissioner Rogelio Quevedo, who was appointed in June 2024, shares Lim’s sentiment with regard to the MFT Group and Foundry Ventures.

“The stand of the SEC is there must be restitution also. They need to return the money to their investors first before we discuss anything with them,” Quevedo told The STAR.

“The SEC won’t accept just fines and penalties. There must be restitution of the money that were invested by their clients. That is in billions. So we won’t permit that,” he said.

Quevedo, a veteran in corporate law and the government service, said it is now up to Department of Justice (DOJ) to decide as the prosecutor.

“Mica Tan is abroad. I think Isla Lipana, the auditing firm, is ready to cooperate with us,” he said.

Quevedo said the accreditation of Isla Lipana as an accredited auditor has been restored “because Isla Lipana has paid the penalty and at the same time, they have manifested their willingness to cooperate in prosecuting Mica Tan and the other directors of MFT.”

Isla Lipana & Co., the Philippine member firm of the PwC network, and its auditors who served as the independent auditors of MFT Group for fiscal years 2018 to 2021, were earlier implicated in the case against MFT Group and Foundry Ventures.

The auditors were found by the DOJ to have aided and colluded with MFT Group as they validated the dividend revenue, contributing to the significant misrepresentations in its financial statements.

In a resolution in May last year, the DOJ indicted the MFT Group, Foundry Ventures and their respective officers for their illegal solicitation of investments from the public following a case buildup by the SEC.

The state prosecutors found prima facie evidence with reasonable certainty of conviction to charge MFT Group and Foundry Ventures for violating certain sections of the Securities Regulation Code.

These sections state that securities shall not be sold or offered for sale or distribution without a registration duly filed with and approved by the SEC, that it is unlawful to engage directly or indirectly in any transaction which operates as a fraud or deceit upon any person, and that all persons engaged in the buying or selling of securities as a broker or dealer, or act as a salesman or an associated person of any broker or dealer, are required to be registered with the SEC.

The DOJ has also found MFT Group to have committed misrepresentations in its audited financial statements from 2018 to 2021, noting that its declared dividend income either had no basis, or did not correspond to the dividends declared and the retained earnings by its subsidiaries.

The STAR has sought comment from the MFT Group but did not receive a response.

Lim and the entire SEC, meanwhile, will continue their intensified efforts to battle investment scams in the country by raising public awareness about fraud prevention and spreading the message of financial literacy.

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