From Business Wunderkind to Criminal Complaint: What You Need to Know About Mica Tan and the MFT Group of Companies

This story has been updated with a new statement from the MFT Group of Companies re: the SEC's filing of the criminal complaint with the Department of Justice.

On Monday (April 22), the Securities and Exchange Commission announced that it has filed a criminal complaint against the MFT Group of Companies (Foundry Ventures Inc.) led by businesswoman Maria Francesca “Mica” Tan. The case was filed last April 5 before the Department of Justice and concerns what the SEC termed as the company’s “illegal investment-taking activities.” 

The case follows the SEC’s decision last week to uphold and make permanent its cease-and-desist order against Tan’s company.

After the SEC first issued the cease-and-desist order against the MFT Group of Companies in January this year, Tan and her associates filed a motion to lift the ban, arguing that the loan agreements the companies issued were not securities in the form of an investment contract.

But the SEC commission en banc denied the motion for lack of merit, saying that the securities were still not registered with the SEC, which made the transactions unauthorized investment schemes.

This was a major blow to the company, and to Tan, who had once been seen as some sort of business wunderkind. The now thirtysomething entrepreneur was often referred to as the “Millennial CEO,” and was even named a finalist at the prestigious Entrepreneur of the Year awards of the SGV Foundation in 2022.

But who exactly is Mica Tan and what happened to her and her businesses? 

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Who is Maria Francesca “Mica” Tan?

Mica Tan’s foray into business started at a young age. Her mother, who owned a jewelry business, and her father, a doctor, taught her the basics in business and exposed her to people from whom she could learn more at a young age. In multiple interviews, Tan revealed how she first got into trading in the stock market at 13 years old. Four years later, at 17 years old, she and three older friends put up a purchase order financing company, which later on grew to become the MFT Group of Companies. 

Photo by MFT Group of Companies website.

In a profile with Businessworld as part of the Entrepreneur of the Year awards, Tan said she was set to pursue finance studies at Fordham University in New York as a teenager but chose to remain in the country. She also credited “uncles” and the late Jose Tambunting as guiding figures who helped her as she started her own company. 

Founded in 2014, the MFT Group of companies is “a private equity firm that adheres to the principles of restructuring corporate blueprints of global family legacy businesses to establish sustainable financial footing,” according to its profile on the corporate website. The company’s vision was clear from the beginning: “to establish presence and profitable business models in 100 Business Areas worldwide.” That “presence” spanned a wide range of asset classes in both established and growth-oriented businesses. 

The MFT Group’s portfolio includes sectors such as finance, real estate, medical equipment, food and beverage, lifestyle, and entertainment. The company essentially buys into different companies either with a majority stake, or sometimes, “influential minority,” according to a profile interview in Manila Standard.

“The private equity can come in to expand the business, to save the business or to take it global,” she said in the Manila Standard interview. “That’s what private equity does. In the local market, I can say we are strategically focused on family legacy businesses. I don’t think that there are others who are. That’s what sets us apart.”

The company said it employs a staff of 300 and has a presence in 20 cities in 10 countries, including offices in Hong Kong, Singapore, and New York, as well as operations in other countries like Vietnam, Indonesia, Malaysia, Hong Kong, Japan, and Spain. In Manila, its offices are in Bonifacio Global City.

In 2018, some of the MFT Group’s investments include the Asian Invest Management Ltd. HK, an asset management company based in Hong Kong; hospital equipment supplier Meihao Corp.; Mondial Medical Technologies; MR Angel Credit Corp.; Trade Pro; Salad Stop Spain SL; La Lola Churreria; Tzun An Sek Corp.; Mimi & Bros.; California-based 2Puffs Distribution LLC; Upstart; FlySpaces; MFT Properties; MFT Entertainment; Accentik Inc.; Tambunting Pawnshop Online; and EM RAC Petro Corp.

As of June 2018, the MFT Group said its assets portfolio grew to about P3.2 billion, about 47 percent larger versus the previous year.

By 2022, Tan was raking in honors left and right, including a spot on luxury title Tatler Asia’s Gen T list, and Most Influential Filipino Women in the World list by the Filipina Women’s Network in 2019. She was also named a finalist in the SGV Foundation’s Entrepreneur of the Philippines in 2022.

“I recognized Mica as a young visionary, an astute innovator, and a next generation philanthropist; an unstoppable force with her sights set beyond the future of her current endeavors,” Global FWN President Georgitta Pimentel Puyat said about Tan in 2019.

The legal troubles start

But it seems not all was well in Tan’s company’s world. In August 2022, a Reddit thread popped up on the PHInvest subreddit entitled “Class action lawsuit vs MFT Group of Companies.” Responses to the thread were varied, but many shared stories about investing in Tan’s company but never getting the promised returns. 

On January 16, 2024, the SEC issued its cease-and-desist order against the MFT Group (foundry Ventures) for what it said was “illegally soliciting investments from the public.” 

According to the SEC, its Enforcement and Investor Protection Department (EIPD) “found that the MFT Group, which later on transitioned to Foundry Ventures, was offering and selling unregistered securities in the form of investment contracts to the public in the guise of borrower-lender agreements in the form of memorandums of agreement that would later be transformed into promissory notes.”

The SEC further said that, based on the complaints the SEC received and its own independent investigation, the MFT Group supposedly organized public events where it solicited investments supposedly for start-up companies in exchange for a guaranteed return ranging from 12 percent to 18 percent per annum.

“For this purpose, the MFT Group issued post-dated checks but the amounts indicated in the checks would not be paid,” the SEC said.

The SEC cited Section 8 of Republic Act No. 8799, or The Securities Regulation Code (SRC), which provides that securities shall not be sold or offered for sale or distribution within the Philippines, without a registration statement duly filed with and approved by the SEC. 

MFT Group’s response

Responding to the CDO, the company said it would cooperate with the SEC. 

“MFT Group takes all regulatory matters seriously and is committed to upholding the highest standards of legal and ethical conduct. We are confident that once we have reviewed the specifics of the SEC’s concerns, we will be able to address them promptly and responsibly,” the MFT Group said in a statement.

“In the meantime, we would like to emphasize that MFT Group has a strong track record of compliance with securities regulations,” the company added. “We operate with transparency and integrity, and we are committed to working cooperatively with the SEC to resolve this matter.”

Foundry Ventures eventually filed a motion to lift the CDO in January, arguing  that the loan agreements that were issued were not securities in the form of an investment contract or evidence of indebtedness.But in its response, the SEC said that, “Rule 26.3.5 of the Implementing Rules and Regulations of the SRC defines investment contracts as a transaction, contract or scheme whereby a person invests his or another person’s money and/or property in a common enterprise and is led to expect profits primarily from the efforts of others.”

And so, the Commission en banc held that, “the unauthorized investment scheme of [MFT Group] which made use of loan agreements and checks constituted an offer/sale of unregistered securities in the form of investment contracts and/or evidences of indebtedness.”

SEC’s case vs MFT Group

After upholding the cease-and-desist order against the MFT Group, the SEC’s next move was to file a criminal complaint for violation of Sections 8, 26, and 28 of Republic Act No. 8799, or The Securities Regulation Code (SRC), in relation to Section 6 of Republic Act No. 10175, or the Cybercrime Prevention Act of 2012.

In a news release the SEC said that “Section 26.3 of the SRC states that it shall be unlawful for any person, directly or indirectly, in connection with the purchase or sale of any securities, to engage in any act, transaction, practice, or course of business which operates or would operate as a fraud or deceit upon any person.

Meanwhile, “Section 28 further adds that no person shall engage in the business of buying or selling securities in the country as a broker or dealer, or act as a salesman or an associated person of any broker or dealer unless registered as such with the Commission.” 

(Section 8 was already explained above).

In addition, the SEC also charged the MFT Group with violation of Section 54.1 (c), in relation to Section 54.2 of the SRC and Section 177 of Republic Act No. 11232, or the Revised Corporation Code (RCC), and SRC Rule 68, in connection with material misrepresentations in their audited financial statements (AFS).

The SEC named the following officers of the MFT Group and Foundry Ventures in its complaint: Maria Francesca Tan, Eduardo Tan, Florita Tan, Enrique Eduardo Tan, Charles Edward Tan, Christian Konstantin Agbayani, Mario dela Fuente, Philip Tan, Jenna Fuentes, Ronaldo Nery, Halmond Parker R. Ong, Chiqui T. Tan,  Jose Donnie B. Montelibano, Romarico S. Ruiz, Arlene M. Navarro A.K.A. Arlene Mauricio, Maria Beatriz Dolores R. Tomas, Mary Ruth A. Oquendo, Joanne A. Cabaero, Thuy Nguyen, Roxanne “Roxy” G. Agbayani, Luis Gabriel R. Cancio, Jr., Noel M. Olan, Joselito “Jr” D. Hernandez, Jr.,  Christian M. Olan,  Tito T. Cosejo, Jr., Christian De Vera, Jose Carlos R. Cancio A.K.A. Carlos Cancio, Mae Tan, Martin Choi, Reanne Po, Marta Gilda M. Poursabouri, Alan Madlangbayan, Mildred Madlangbayan Jeruz Madlangbayan, and Rosanna Vidal.

Also implicated in the complaint is Isla Lipana & Co., which served as the independent auditor of the MFT Group and Foundry Ventures for the fiscal years 2018 to 2021.

MFT Group responds re: criminal complaint

On Monday morning (April 22), the MFT Group and the Foundry issued a new statement following the SEC’s filing of the criminal complaint. The company insisted that it never engaged in securities transactions in violation of the Revised Securities Act.

“We welcome the opportunity to clear our names and are hopeful that the DOJ will exonerate us,” the company said. “From the very beginning, we were never shown a copy of the alleged Complaints and it is only now that the SEC produced the alleged Complaints for the DOJ. Consequently, we have confirmed that the Complaints were spearheaded by personalities we have previously identified as the ones responsible for an online smear campaign and who have ulterior motives to fabricate charges. These are the same personalities we have previously sued for damages.

“We continue to believe in our legal and judicial processes despite the fact we feel we have not so far been afforded due process,” the company added. “We trust that the DOJ will be impartial and honor our basic right to be heard through the preliminary investigation process.”

The MFT Group also said that it has already appealed the CDO against it with the Court of Appeals and intends to do the same with the SEC’s most recent ruling.

"At the same time, we continue to reach out to the SEC for matters that can still be rectified,” it added. “We have always adhered to the law and pray that we will ultimately be vindicated.”