Report: #735181

Complaint Review: Secured Assets Group, LLC

  • Submitted: Tue, May 31, 2011
  • Updated: Thu, May 03, 2012
  • Reported By: Grandma Fraudbuster — California United States of America
  • Secured Assets Group, LLC
    3841 Daisy #17,
    United States of America

Show customers why they should trust your business over your competitors...

Douglas Thayer, a convicted sex offender, is heading up this program that supposedly will save your home from foreclosure and reduce your mortgage to less than half of the tax appraised value.  Don't believe it -- this is a scam by Thayer and his cohorts.  Thayer previously had an injunction filed against him by the State Attorney General in Texas to stop him from a different real estate scam there a few years ago. 

Out of the Box Solutions,, Secured Assets Group, LLC and Free and Clear Holding are all entities involved in this scam.  They take $1500 up front, ask you to transfer your property into a land trust that will declare bankruptcy and force your lender to prove the lender owns your mortgage.  In the meantime, you're supposed to pay them rent that will be applied to your new mortgage.  IT IS BALONEY!  They cannot legally do what they claim they can do.  All you'll be doing is lining these criminals pockets.

Don't do it -- stay away from this scam.
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This report was posted on Ripoff Report on 05/31/2011 01:37 PM and is a permanent record located here: The posting time indicated is Arizona local time. Arizona does not observe daylight savings so the post time may be Mountain or Pacific depending on the time of year. Ripoff Report has an exclusive license to this report. It may not be copied without the written permission of Ripoff Report. READ: Foreign websites steal our content

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#1 General Comment


AUTHOR: anonymous - (United States of America)

Sex Offender Douglas Thayer and his wife are moving to 259 W. Marquita st. San Clemente Calf if anyone is looking for them. His phone is 702 533 3513
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#2 Consumer Comment

secured assets group/Beldane Systems/ Doug Thayer and his con artist

AUTHOR: anonymous - (United States of America)

To all those that have lost there homes (I did) and monies that have been paid to these people contact:

The FBI in Las Vegas

The Attorney Generals Office in Las Vegas

The Federal Trade Commission

The District Attorneys Office as well

That way law inforcement is aware of these scammers.  Texas doesn't need doug thayer if fact he wouldn't want to come back here after the attorney general busted him in a real estate scam and was charged back in 2007.

I have and attorney and he will have to come back to texas and answer to the courts here pertaining to his scam with my home.  I will hold them accountable and I suggest others that have been scammed to do the same.
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#3 Consumer Comment

why won't you disclose where your office is

AUTHOR: handymanjohnmark - (United States of America)

This is in response to ripoff report    735181    and    819386
gee  Doug   didnt they give you education classes in jail?    guess not    nobody said you and your crook friends were doing loan modifications   thats the category for    they dont have a category for what you are doing
because Beldane is registered with the state as a corporation doesnt mean you and your friends are not part of the same group    you are    it is just considered a separate entity     get real    people need to know the truth    you are the same group with a different name
can you postpone a sale with your scheme?    Yes    you cant file bankruptcy when you dont owe anything    bankruptcy is debt relief and you never assumed my debt    I was told differently    the bankruptcy court ruled that way     its not the attorneys      the court threw it out   why do you think it will work now?   all you did was mess up the title to my house    you  and your con friends just take title to property and then make people desperate for help believe all kinds of things   you dont help people   you lie to them and steal   
what are you doing with all of that money you take in?    I gave you a lot of money     I gave money to you     that is your income    it wasnt a donation      are you really trying to claim that I donated to some cause or charity for you?     I was paying for a service     I wasnt donating to a charity!    do you know what you need?    A good financial audit on the federal and state level to see what you are doing with all of this money
if you are so honest why were you hiding where you were working?    you never put the right address     if you are honest you would have nothing to hide    I checked    you dont even have your name on the building directory!   why?    are you hiding?  You are honest?  You dont even disclose where you are!
dont blame the attorneys     you state that you and Karen left Secured Assets when the attorneys did not do their job    you go on to say that you were the one who hired them !     its your company and you  have a responsibility to know what is going on    what were you doing instead of paying attention to your own company?    Isnt that irresponsible?
you are the same group with a different name    you are like locust   you go from place to place destroying  everything in sight    why dont you just go back to Texas
because you change company names does not mean you are not the same company    if you really could do what you are trying to claim you can do the bankruptcy court would not have dismissed everything  same people    same scam    dont fall for it!    
get your money back at 415 S 6th Street  3rd floor  in Las Vegas
 do it before they close up shop and just rename themselves!
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#4 UPDATE EX-employee responds


AUTHOR: ripp off company and they will get - (United States of America)

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#5 Consumer Comment

take a look at this and pass it on

AUTHOR: FYIFightback - (USA)

Attachment AExplanation of Securitization
By Richard Kessler  He is a graduate of Yale Law school and a Washington DC Attorney
Securitization takes a commonplace, mundane transaction and makes very strange things happen.This explanation will show that, in the case of a securitized mortgage note, there is no party whohas the lawful right to enforce a foreclosure, and the payments alleged to have been in default have,in fact, been paid to the party to whom such payments were due.Additionally, in the case of a securitized note, there are rules and restrictions that have beenimposed upon the purported debtor that are extrinsic to the note and mortgage* as executed by themortgagor and mortgagee, rendering the note and mortgage unenforceable.This explanation, including its charts, will demonstrate how securitization is a failed attempt to usea note and a mortgage for purposes for which neither was ever intended.Securitization consists of a four way amalgamation. It is partly 1) a refinancing with a pledge ofassets, 2) a sale of assets, 3) an issuance and sale of registered securities which can be tradedpublicly, and 4) the establishment of a trust managed by third party managers. Enacted law andcase law apply to each component of securitization. However, specific enabling legislation toauthorize the organization of a securitization and to harmonize the operation of these diversecomponents does not exist.Why would anyone issue securities collateralized by mortgages using the structure of asecuritization? Consider the following benefits. Those who engage in this practice are able to1. Immediately liquidate an illiquid asset such as a 30 year mortgage.2. Maximize the amount obtained from a transfer of the mortgages and immediately realizethe profits now.3. Use the liquid funds to enter into new transactions and to earn profits that are immediatelyrealized again and again (as well as the fees and charges associated with the newtransactions, and the profits associated with the new transactions... and so on).4. Maximize earnings by transferring the assets so that the assets cannot be reached by thecreditors of the transferor institution or by the trustee in the event of bankruptcy. (By beingbankruptcy-remote the value to investors of the illiquid assets is increased and investorsare willing to pay more.)5. Control management of the illiquid asset in the hands of the transferee by appointingmanagers who earn service fees and may be affiliated with the transferor.6. Be able to empower the transferor by financially supporting the transferred asset by takinga portion of the first losses experienced, if any, from default, and entering into agreementsto redeem or replace mortgages in default and to commit to providing capital contributions,Explanation of Securitization - Page 2 of 15if needed, in order to support the financial condition of the transferee [In other words,provide a 100% insured protection against losses].7. Carry the reserves and contingent liability (for the support provided in paragraph 6) off thebalance sheet of the transferor, thereby escaping any reserve requirements imposed uponcontingent liabilities that would otherwise be carried on the books.8. Avoid the effect of double taxation of, first, the trust to which the assets have allegedly beentransferred and, second, the investor who receives income from the trust.9. Insulate the transferor from liability and moves the liability to the investors.10. Leverage the mortgage transaction by creating a mortgage backed certificate that can bepledged as an asset which can be re-securitized and re-pledged to create a financialpyramid.11. Create a new financial vehicle so mind numbingly complicated that almost no oneunderstands what is going on.The obvious benefit of the above #11 is that courts are predisposed to disbelieve the allegation thata securitized note is no longer enforceable. To a reasonable person, the claim that a mortgage noteis unenforceable merely because it has been securitized does sound somewhat outlandish. Andfrankly, the more complex and difficult the securitized arrangement is to explain and perceive, themore likely a judgment in favor of the lender will be in litigation.Simply stated, the vast majority of litigants and judges have not been properly informed as tothe true nature of this type of transaction. This is said not to insult anyone. Quite to the contrary,this is just to say that the true identity of the real party in interest is able to be obfuscated in thelabyrinth of the securitization scheme such that whoever steps forward claiming to be that partyand showing documentation appearing to be legitimate is assumed to have standing, and there aretoo few knowledgeable challengers of that mistaken assumption.  So much more so in the case of the layman homeowner. Most homeowners have no idea that thetransaction being referred to as a debt and as an obligation that they must pay or be subject toforeclosure, has actually already been paid. And not just once! In cases where a default has beenalleged, the securitized note has likely already been satisfied (not just sold and/or assigned) four orfive times over.  Securitization is a product of the genius of capitalism. As long as profits continued to be made, allparticipants did very well from this creative new financial arrangement, and bliss reigned supreme.Then the other shoe dropped.There is a mortgage default crisis underway in the United States and a credit crisis caused by toxicassets in the secondary mortgage market. Goldman Sachs estimates that, starting at the end of thelast quarter of 2008 through 2014, 13 million foreclosures will occur. The Center for ResponsibleLending, based on industry data, predicted 2.4 million foreclosures occurred in 2009, and thatthere would be a total of 9 million foreclosures between 2009 and 2012. At the end of the firstquarter of 2009, more than 2 million houses were in foreclosure. Mortgage Bankers Assn, NatlDelinquency Survey Q109 at 4 (2009) reporting that 3.85% of 44,979,733, or 1.7 million,Explanation of Securitization - Page 3 of 15mortgages being serviced were in foreclosure. Roughly half of these were serviced by nationalbanks or federal thrifts. Over twelve percent of all mortgages had payments past due or were inforeclosure and over 7% were seriously delinquenteither in foreclosure or more than threemonths delinquent.These spiraling foreclosures weaken the entire economy and devastate the communities in whichthey are concentrated. According to The Subprime Lending Crisis: The Economic Impact on Wealth,Property Values and Tax Revenues, and How We Got Here, foreclosed home owners are projected tolose $71 billion due to foreclosure crisis, while neighbors will lose $32 billion, and state and localgovernments will lose $917 million in property tax revenue.What is a Securitization?In the mortgage securitization process, collateralized securities are issued by, and receivepayments from, mortgages collected in a collateralized mortgage pool. The collateralized mortgagepool is treated as a trust. This trust is organized as a special purpose vehicle (SPV) and a qualifiedspecial purpose entity (QSPE) which receives special tax treatment. The SPV is organized by thesecuritizer so that the assets of the SPV are shielded from the creditors of the securitizer and theparties who manage it. This shielding is described as making the assets bankruptcy remote.To avoid double taxation of both the trust and the certificate holders, mortgages are held in RealEstate Mortgage Investment Conduits (REMICS). To qualify for the single taxable event, allinterest in the mortgage is supposed to be transferred forward to the certificate holders.The legal basis of REMICs was established by the Tax Reform Act of 1986 (100 Stat. 2085, 26U.S.C.A. 47, 1042), which eliminated double taxation from these securities. The principaladvantage of forming a REMIC for the sale of mortgage-backed securities is that REMICs aretreated as pass-through vehicles for tax purposes helping avoid double-taxation. For instance, inmost mortgage-backed securitizations, the owner of a pool of mortgage loans (usually the Sponsoror Master Servicer) sells and transfers such loans to a QSPE, usually a trust, that is designedspecifically to qualify as a REMIC, and, simultaneously, the QSPE issues securities that are backedby cash flows generated from the transferred assets to investors in order to pay for the loans alongwith a certain return. If the special purpose entity, or the assets transferred, qualify as a REMIC,then any income of the QSPE is passed through and, therefore, not taxable until the incomereaches the holders of the REMIC, also known as beneficiaries of the REMIC trust.Accordingly, the trustee, the QSPE, and the other parties servicing the trust, have no legal orequitable interest in the securitized mortgages. Therefore, any servicer who alleges that they are, orthat they have the right, or have been assigned the right, to claim that they are the agent for theholder of the note for purposes of standing to bring an action of foreclosure, are stating a legalimpossibility. Any argument containing such an allegation would be a false assertion. Of course,that is exactly what the servicer of a securitized mortgage that is purported to be in default claims.The same is the case when a lender makes that same claim.  The party shown as Lender on themortgage note was instrumental in the sale and issuance of the certificate to certificate holders,which means they knew that they were not any longer the holder of the note.Explanation of Securitization - Page 4 of 15The QSPE is a weak repository and is not engaged in active management of the assets. So, aservicing agent is appointed. Moreover, all legal and equitable interest in the mortgages are requiredby the REMIC to be passed through to the certificate holders. Compliance with the REMIC andinsulating the trust assets from creditors of third parties (who create or service the trust) leads tounilateral restructuring of the terms and conditions of the original note and mortgage.The above fact, and the enormous implications of it, cannot be more emphatically stressed.A typical mortgage pool consists of anywhere from 2,000 to 5,000 loans. This represents millions ofdollars in cash flow payments each month from a servicer (receiving payments from borrowers) toa REMIC (QSPE) with the cash flow passing through, tax-free, to the trust (REMIC). Thoseproceeds are not taxed until received as income to the investors. Only the investors have to paytaxes on the payments of mortgage interest received.The taxes a trust would have to pay on 30, 50, or 100 million dollars per year if this pass throughtaxation benefit didnt exist would be substantial and it would, subsequently, lower the value of thecertificates to the investors, the true beneficiaries of these trusts. Worse, what would be the case ifa trust that was organized in February 2005 were found to have violated the REMIC guidelinesoutlined in the Internal Revenue Code? At $4 million per month in cash flow, there would arise over$200 million in income that would now be considered taxable.It is worth repeating that in order for one of these investment trusts to qualify for the passthrough tax benefit of a REMIC (in other words, to be able to qualify to be able to be referred to asa REMIC), ALL LEGAL AND EQUITABLE INTEREST IN THE MORTGAGES HELD IN THE NAME OF THETRUST ARE VESTED IN THE INVESTORS, not in anyone else AT ANY TIME. If legal and/or equitableinterest in the mortgages held in the name of the trust are claimed by anyone other than theinvestors, those that are making those claims are either defrauding the investors, or thehomeowners & courts, or both.So, if the trust, or a servicer, or a trustee, acting on behalf of the trust, is found to have violated thevery strict REMIC guidelines (put in place in order to qualify as a REMIC), the pass through taxstatus of the REMIC can be revoked. This, of course, would be the equivalent of financialArmageddon for the trust and its investors.A REMIC can be structured as an entity (i.e., partnership, corporation, or trust) or simply as asegregated pool of assets, so long as the entity or pool meets certain requirements regarding thecomposition of assets and the nature of the investors interests. No tax is imposed at the REMIClevel. To qualify as a REMIC, all of the interests in the REMIC must consist of one or more classes ofregular interests and a single class of residual interests.Regular interests can be issued in the form of debt, stock, partnership interests, or trustcertificates, or any other form of securities, but must provide the holder the unconditional right toreceive a specified principal amount and interest payments. REMIC regular interests are treated asdebt for federal tax purposes. A residual interest in a REMIC, which is any REMIC interest otherthan a regular interest, is, on the other hand, taxable as an equity interest.According to Section 860 of the Internal Revenue Code, in order for an investment entity to qualifyas a REMIC, all steps in the contribution and transfer process (of the notes) must be true andExplanation of Securitization - Page 5 of 15complete sales between the parties and must be accomplished within the three month time limitfrom the date of startup of the entity. Therefore, every transfer of the note(s) must be a truepurchase and sale, and, consequently the note must be endorsed from one entity to another. Anymortgage note/asset identified for inclusion in an entity seeking a REMIC status must be sold intothe entity within the three month time period calculated from the official startup day of the REMIC.Before securitization, the holder of an enforceable note has a financial responsibility for anypossible losses that may occur arising from a possible default, which means that holder also has theauthority to take steps to avoid any such losses (the right to foreclose). Securitization, however,effectively severs any such financial responsibility for losses from the authority to incur or avoidthose losses.With securitization the mortgage is converted into something different from what was originallyrepresented to the homeowner. For one thing, since the party making the decision to foreclose doesnot actually hold any legal or equitable interest in any securitized mortgage, they have not realizedany loss or damages resulting from the purported default. Therefore, it also follows that theforeclosing party avoids the liability which could result if a class of certificate holders claimedwrongful injury resulting from a modification made to achieve an alternate dispute resolution.Securitization also makes the mortgage and note unalienable. The reason is simple: oncecertificates have been issued, the note cannot be transferred, sold or conveyed; at least not in thesense that such a transfer, sale, or conveyance should be considered lawful, legal, and legitimate.This is because the securitized note forever changes the nature of that instrument in an irreversibleway, much in the same way that individual strawberries and individual bananas can never beextracted, in their whole form, from a strawberry banana milkshake once theyve been droppedin the blender and the blending takes place.  It might appear that the inability to alienate the note has no adverse consequences for the debtor,but recent history disproves this notion. Several legislative and executive efforts to pursuealternate dispute resolution and to provide financial relief to distressed homeowners have beenthwarted by the inability of the United States government to buy securitized mortgages withoutpurchasing most of the certificates issued.An SPV cannot sell any individual mortgage because individual mortgages are not held individuallyby the certificate holders; the thousands of mortgages held in the name of the REMIC are ownedcollectively by the certificate holders. Likewise, the certificate holders cannot sell the mortgages. Allthe certificate holders have are the securities, each of which can be publicly traded.The certificate holders are, in no sense, holders of any specific individual note and have no legal orbeneficial interest in any specific individual note. The certificate holders do not each holdundivided fractional interests in a note which, added together, total 100%. The certificate holdersalso are not the assignees of one or more specific installment payments made pursuant to the note.For the certificate holder, there is no note. A certificate holder does not look to a specific note fortheir investments income payment. Instead, the certificate holder holds a security similar to abond with specific defined payments. The issuer of trust certificates is selling segments of cashflow.Explanation of Securitization - Page 6 of 15The concept of securitization is brilliant. It began as a simple idea; a way to convert illiquid, longterm debt into liquid, tradable short term debt. It cashes out the lender, allowing the lender tomake new loans while realizing an immediate profit on the notes sold.The ChartsIn order to more easily identify the parties and their relationship to the securitization arrangement,it is useful to view it in diagram form. The parties to a securitization and their relationships to eachother, including the duties and obligations one party owes to another party, is referred to on WallStreet as The Deal. The Deal is created and defined by what functions as a declaration of trust,also known as the master servicing and pooling agreement, hereafter pooling agreement.Chart 1 below shows a Net Asset Trust created to convert long term mortgage debt into short term,publicly traded securities.Chart 1The transferor purchases a portfolio of mortgages and sells them to a trust. The trust purchases themortgages. The trustee holds the mortgages and becomes the holder of legal title. The trust thenExplanation of Securitization - Page 7 of 15issues a bond to the investors; debenture-like certificates. The bond issues different classes ofcertificates, called tranches.The certificate entitles the certificate purchaser to certain stated, repeated segments of cash flowpaid by the trust. The certificate holders do not hold fractional, undivided interest in themortgages. Instead, each tranche is entitled to an identified, segmented pool of money payable inan order of priority. A senior tranche will get paid before a junior tranche. A junior rate provides ahigher promised rate of return because it has a higher risk than a senior tranche. Another trancheexists that pays interest, but does not pay out principal.The type and variety of tranche that is created is limited only by the limits of financial ingenuity.Tranches have been created which pay only a portion of principal repaid on the mortgages but nointerest.The investors buy the mortgages from the transferor by paying cash to the trustee who pays thetransferor. The investors purchase securities (certificates) which are collateralized by themortgages held in trust in the collateral pool. Legal title to the mortgages is held by the trustee andbeneficial title is owned by the investors.Only the extremely savvy debtor in this arrangement would know that he should perhaps begin tobecome concerned upon learning that his mortgage note had been sold to a trust and exchanged forcertificates that are issued to unknown beneficiaries (investors) whose certificates were issuedunder one of many different types of tranches. However, the debtors the homeowners; the peoplewho provide the income that funds the entire securitization scheme have no say in the matterbecause they are never told what will be done with their note. It is never disclosed in thetransaction.So, whereas it would take an extremely savvy person to understand why this arrangement ispotentially troublesome to the homeowner whose note has been used in this way, it would take anomniscient homeowner to know that securitization is even going on in the first place. For reasonsalready stated above, it is not only disingenuous to suggest that securitization does not affect therights of the debtor, it is downright dishonest.Nevertheless, for purposes of breaking down the topic into bite-sized pieces: suffice it to say thatthe trust purchased mortgages and sold certificates. Another way to describe it: the trust boughtcattle and wound up selling ground beef.This then raises questions suitable for a law school examination or law journal article: Are thepurchasers of these certificates really beneficial holders of the note, or are they merely purchasers of acontract right to payment from the trust? In other words, Is the trustee limited to being the holder oflegal title, or does the trustee also hold the beneficial title? While these may be good questions for anacademic exercise, they arent germane to defending the debtor being sued in foreclosure. Thereason is that under either case, the trustee has standing to foreclose.More germane is the fact is that an asset trust is likely not the type of securitization vehicle to holda debtors mortgage. This is because Wall Street decided to improve the asset trust paradigm. Ifthe Deal could be made safer for, and more lucrative to, the investor, the investor would pay moreExplanation of Securitization - Page 8 of 15for the investment. This was accomplished by adding objectives 2-11 to the list already referred toabove, shown again below:1. Immediately liquidate an illiquid asset such as a 30 year mortgage.2. Maximize the amount obtained from a transfer of the mortgages and immediately realizethe profits now.3. Use the liquid funds to make new loans and earn profits that are immediately realizedagain and again (as well as the fees and charges associated with making loans, and theprofits associated with liquidating the new loans as quickly as practicable... and so on).4. Maximize earnings by transferring the assets so that the assets cannot be reached by thecreditors of the transferor institution or by the trustee in the event of bankruptcy. (By beingbankruptcy-remote the value to investors of the illiquid assets is increased and investorsare willing to pay more.)5. Control management of the illiquid asset in the hands of the transferee by appointingmanagers who earn service fees and may be affiliated with the transferor.6. Be able to empower the transferor to support the transferred asset by taking a portion ofthe first losses experienced, if any, from default, entering into agreements to redeem orreplace mortgages in default and commit to providing capital contributions, if needed, inorder to support the financial condition of the transferee.7. Carry the reserves and contingent liability for the support provided in paragraph 6 off thebalance sheet of the transferor, thereby escaping any reserve requirements imposed uponcontingent liabilities carried on the books.8. Avoid the effect of double taxation of, first, the trust to which the assets have allegedly beentransferred and, second, the investor who receives income from the trust.9. Insulate the transferor from liability and moves the liability to the investors.10. Leverage the mortgage transaction by creating a mortgage backed certificate that can bepledged as an asset which can be re-securitized and re-pledged to create a financialpyramid.11. Create a new financial vehicle so mind numbingly complicated that almost no oneunderstands what is going on.The net asset trust structure does not provide the additional 10 benefits of securitization listedabove (items 2 through 11). For instance, under the net asset trust, the income received by thecollateral pool from the mortgage debtors is taxed and the interest paid to each investor is taxedagain.To achieve the goals listed above, it became necessary to structure the Deal to create a passthrough trust and replace the net asset trust. As shown in Chart 2 shown below, the Deal starts offExplanation of Securitization - Page 9 of 15on straight forward easily charted path. The path of the mortgages identifies the note holder ateach stageChart 21. ORIGINATOR. The Transaction takes place between the debtor (mortgagor) and thecreditor here called the originator a.k.a. the mortgagee.  The transaction consists of themortgage note and the mortgage. The originator becomes the note holder.2. WAREHOUSER. The originator sells the transaction to the warehouser.  The warehouserthen becomes the note holder.3. TRANSFEROR. The warehouser buys the mortgage and also buys other mortgages toassemble a portfolio of mortgages. The portfolio is then sold to the transferor who is theinitiating party of the securitization. The transferor then becomes the note holder. Thetransferor creates the securitization. As previously stated, a portfolio for securitization typically contains from 2,000 to 5,000mortgages.Explanation of Securitization - Page 10 of 15There are many different structures for securitization but the potential negative impact ofsecuritization on the debtor is the same. The chart on the following page shows a typicalsecuritization.Chart3Explanation of Securitization - Page 11 of 15The structure seen above is called the Deal. The Deal is created through a complex instrumentthat, among other things1. Serves as a declaration of trust,2. Identifies the parties who manage the Deal and describes their duties, responsibilities,liabilities and obligations,Explanation of Securitization - Page 12 of 153. Defines the different classes of investment securities, and4. Is called the Master Pooling and Servicing Agreement.The instrument is filed with the Securities and Exchange Commission and is a public record. Thisdocument is the most important source for discovery as it provides the who, the how, the where,and the when of the Deal.Chart 2 shows the mortgage portfolio in the hands of the transferor who was the note holder.The Transferor. In the new and improved securitization process (shown in Chart 3), thetransferor transfers the mortgages to the underwriter. In addition, the transferor may arrange forcredit enhancements to be transferred for the benefit and protection of investors. Suchenhancements may include liquid assets, other securities, and performing mortgages in excess ofthe mortgage portfolio being sold. NOTE: the transferor also usually obligates itself to redeem andreplace any mortgage in default.The Underwriter. The underwriter creates the securities and arranges to place the varioustranches of securities (different classes of certificates) with investors. The underwriter thentransfers the mortgage portfolio and securities to the issuer.The Issuer. The issuer is organized as a Special Purpose Vehicle (SPV); a passive conduit to theinvestors. The issuer issues the securities to the investors and collects payment from the investors.The payments from the investors are transferred through the underwriter to the transferor.The QSPE. The mortgage portfolio is conveyed from the issuer to the collateral pool which isorganized as a Qualifying Special Purpose Entity (QSPE). As previously stated, what makes theentity qualified is strict adherence to a set of rules. Among other things, these rules make theQSPE a passive entity which has no legal or equitable title to the mortgages in the mortgage portfolioand restrict modification of the mortgages in the portfolio. As a result, the QSPE provides to the investors the benefit of its earnings (paid to it by the mortgagedebtors) not being taxed. These earnings flow through the QSPE to the investors. Only the investorsare taxed at the individual level.Custodian. The QSPE transfers the mortgage portfolio to the custodian who acts as a bailee of theassets. The custodian is a mere depository for safekeeping of the mortgages.Tranches. The investors invest in different classes of securities. Each class is called a tranche. Eachtranche is ranked by order of preference in receipt of payment and the segment of cash flow to bereceived and resembles a bond. The basic stratification by order of priority of payment fromhighest to lowest is categorized as follows: senior notes, mezzanine notes and unrated equity.Parties described in the Master Pooling and Servicing Agreement. The Deal establishes amanagement structure to supervise the investment. The specific parties for a Deal are indentifiedin the master Pooling and Servicing Agreement which states their duties and obligations, theircompensation, and their liability. Typically the managers include: the Master Servicer, the Trustee,the Subservicer, and the Custodian.Explanation of Securitization - Page 13 of 15Master Servicer. The Master Servicer is in overall charge of the deal and supervises theother managing parties.Trustee. The day to day operations of the collateral pool is administered by the trustee.However, the trustee does very little since the trust must remain passive. The trustee doesnot have a legal or equitable interest in any mortgage in the portfolio because the trust is amere passive conduit.Subservicer. The Subservicer is responsible for dealing with the property owners;collecting monthly payments, keeping accounts and financial records and paying themonthly proceeds to the trustee for distribution to the investors by order of tranche.The Subservicer may also be responsible for foreclosure in the event a mortgage is indefault or some deals call for the appointment of a special subservicer to carry outforeclosure. Usually the subservicer is obligated to make monthly advances to the investorsfor each mortgage in default. In addition, the subservicer may also have undertaken toredeem or replace any mortgage in default.Counterparty. Finally, there is a counterparty to make sure that investors get paid on time.The counterparty is like an insurer or guarantor on steroids; a repository of all kinds offinancial arrangements to insure payment to the investors. Such financial arrangementsinclude derivatives, credit default swaps and other hedge arrangements.The term counterparty is frequently associated with counterparty risk which refers tothe risk that the counterparty will become financially unable to make the claims to theinvestors if there are a substantial number of mortgage defaults. The counterparty mayguarantee the obligation of the transferor or servicer to redeem or replace mortgages indefault. The counterparty may also guarantee the obligation of the subservicer to makemonthly payments for mortgages that are said to be in default.Questions worth asking. We now know that an examination of the Master Servicing and PoolingAgreement filed with the SEC will reveal substantial barriers to a lawful foreclosure. We also knowthat there are parties involved in this arrangement, as well as insurance products in place, intendedto financially cover certain losses in certain situations, such as an alleged default.In light of this, there are a few questions the Subservicer and/or the Successor Trustee and/or theforeclosure law firm who claims to have the legal right and authority to conduct a foreclosure,ought to be prepared to answer before the foreclosure goes forward:? Have you read, and are you familiar with, the Master Servicing and Pooling Agreementrelating to this mortgage that was filed with the SEC?? The Servicer, Subservicer, or some other party (counterparty) likely made a payment to the partywho allegedly owns the purported debt obligation. This payment, if made, was intended to coversums that are alleged to be in default. Therefore, the party who allegedly owns the purported debtobligation has, by virtue of that payment, not been damaged in any way. Therefore, if any sumshave thusly been paid, how is it being truthfully stated that a default has occurred?Explanation of Securitization - Page 14 of 15? If the investment trust that ostensibly owns the mortgage obligation is a REMIC, the trustee, theQSPE, and the other parties servicing the trust, have no legal or equitable interest in the securitizedmortgages. Therefore, any servicer who alleges that they have the right, or that they have beenassigned the right, to claim that they are the agent for the holder of the note for purposes ofstanding to bring an action of foreclosure, are stating a legal impossibility. In light of this, by whatauthority can you show that you can administer a lawful foreclosure?There are many more questions that can and should be asked in such a situation. They all stemfrom one central fact: a note that has been securitized and submitted to an entity qualifying as aREMIC and organized as a Qualifying Special Purpose Entity, is not enforceable. That is anincontrovertible fact that servicers of securitized mortgages will have to cope with as more andmore homeowners discover the truth.ConclusionPreviously, it was stated that, in order for the investment entity to be a REMIC (in other words, inorder for the entity to be able to qualify for the single taxable event as a pass through entity), allinterest in the mortgage is supposed to be transferred forward to the certificate holders.Well, in fact, such a transfer never occurs. Either that is the case, or the parties who state that theyhave a right to foreclose on a securitized note are not being truthful when they present themselvesas the real party in interest.In any case, they cannot have it both ways. The servicer cannot claim to hold legal and/or equitableinterest in the mortgages held in the name of an investment trust that also provides the (REMIC)pass through tax benefit to its investors.Does the Master Servicing Agreement made public through its filing with the Securities andExchange Commission show that the entity is a REMIC? If so, the note has become unenforceablebecause the unnamed parties who are receiving the pre-tax income from the entity are the realparties in interest. They hold the legal and/or equitable interest in the mortgages held, but they donot have the ability to foreclose on any one individual mortgage because the mortgages held by theREMIC have all been bundled into one big income-producing unit.The Introduction explains that securitization consists of a four way amalgamation. It is partly 1) arefinancing with a pledge of assets, 2) a sale of assets, 3) an issuance and sale of registeredsecurities which can be traded publicly, and 4) the establishment of a trust managed by third partymanagers.Also discussed is the fact that enacted law and case law apply to each component of securitization,but that specific enabling legislation to authorize the organization of a securitization, and toharmonize the operation of these diverse components, does not exist. This bears repeating evenmore explicitly because this is central to the rights of a homeowner facing foreclosure whoseunderlying mortgage has been securitized: specific enabling legislation to authorize the pass throughstructure of a trust holding a mortgage portfolio does not exist.Explanation of Securitization - Page 15 of 15
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#6 General Comment

Doug Thayer and his Con Artist

AUTHOR: anonymous - (United States of America)

I agree its time to send these people to jail.  They can't help you with your mortgage and they will continue to con and steal from people who are in desperate situations.

I lost my home to them as well but have contracted and attorney as well as notified all enforcement agencies about these con artist.

I will see them in court can't say much more because they will pick up and move and give themselves a new company name.  So let them keep digging there ditch we will see them fall in it. Trust me when I say that all eyes is upon them.
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#7 Consumer Comment

this company now is called Beldane Systems

AUTHOR: handymanjohnmark - (United States of America)

really Doug    how many lies can one person say    you and your con artist friends like Karen Kamman and William Begonia are still up to the same con game  you just call yourselves Beldane Systems now 

how do I know. I lost my Cal house to you. you are nothing but crooks and con artists   it cant be done    I learned that the  hard way    I lost my house and a lot of money paid to those liars you have working there
exactly how do all o f those security analysts fit into a private mailbox?    kind of crowded?   your office is not at 1350 E Flamingo   that is a UPS office
 anyone that has given money to these crooks should go down to your real office on the 3rd floor at 415 S 6th St in Las Vegas and demand not ask for all of their money back before it is too late    dont keep believing their lies!    its too late for me
what I did learn from my new neighbor now that I dont have a house anymore is that since November many agencies are investigating you and your con artist friends
get your money back before these crooks close up shop again and rename themselves or get what they deserve go up to the real office and demand a refund then see a real attorney to get your life back
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#8 UPDATE EX-employee responds

Douglas Thayer - Still Preying

AUTHOR: Handcuffs_Please - (United States of America)

His new setup involves contesting securitization specifically - current ads are from yesterday

This is Douglas Thayer, and I know this to be true.  I am uncertain about the current status of Free and Clear Holdings IV and V, but I know they exist.  I am uncertain, additionally, as to whether the Securitization aspect is just another avenue to attract people to the Bankruptcy scam as well.
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#9 Consumer Comment

MERS argument bullshit: Here's proof.

AUTHOR: Bob - (United States of America)

The excuse these people use that MERS cannot provide the original note has been shot down by the California courts.  IN Charles Smith V Bank of America the courts ruled that MERS as beneficiary has the rights to foreclose on the home.

Were pleased that the court in Charles Smith v. Bank of America, N.A. recognized MERS role as nominee for the lender, as well as our legal authority to act on behalf of the lender or owner of the loan, said Janis Smith, MERSCORPs Vice President for Corporate Communications. The role of nominee is fundamental to our business model, and the decision importantly notes that the borrowers agreed to MERS authority when they executed the deed of trust.

If you have your home in this scam get it out now.
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#10 Consumer Comment

Just read the bankruptcy filing.

AUTHOR: Bob - (United States of America)

The bankruptcy filing lays it all out.  These bankruptcies will always be dismissed as bad faith filings.  Here is just one of the motions to dismiss:

Here's the important bits of the court filings:
The Acting United States Trustee requests that this case be dismissed because it has
been filed in bad faith.

In In re Stolrow's Inc., 84 B.R. 167 (B.A.P. 9th Cir. 1988), the Bankruptcy Appellate
Panel for the Ninth Circuit set forth "the factors which are usually present in cases not filed in
good faith and which may be considered in a motion to dismiss for cause" including:
(1) The debtor has only one asset.
(2) The secured creditors' lien encumbers that asset.
(3) There are generally no employees except for the principals.
(4) There is little or no cash flow, and no available sources of income
to sustain a plan of reorganization or to make adequate protection
(5) There are few, if any, unsecured creditors whose claims are
relatively small.
(6) There are allegations of wrongdoing by the debtor or its principals.
(7) The debtor is afflicted with the "new debtor syndrome" in which a
one-asset entity has been created or revitalized on the eve of
foreclosure to isolate the insolvent property and its creditors.
(8) Bankruptcy offers the only possibility of forestalling loss of the

26. With regard to the "new debtor syndrome," referenced as the seventh factor above,
the court in In re Yukon Enterprises, Inc. identified seven "badges" indicating the presence of
that syndrome:
(1) The transfer of distressed real property into a newly created or
dormant entity, usually a partnership or corporation;
(2) The transfer occurring within close proximity to the filing of the
bankruptcy case;
(3) No consideration being paid for the transferred property other than
stock in the debtor;
(4) The debtor having no assets other than the recently transferred,
distressed property;
(5) The debtor having no or minimal unsecured debts;
(6) The debtor having no employees and no ongoing business; and
(7) The debtor having no means, other than the transferred property, to
service the debt on the property.

So the Bankruptcies aren't going to work, all of their cases have been dismissed, an additional filing will just be seen as another new debtor syndrome, bad faith filing.  They'll never get far enough into the process to attempt to force the creditor to compel the note, and even if they did it is still up to the judges discretion whether or not to enforce that statute.  Bankruptcy is about equal relief for the debtor and the creditor.  Also, I do not think what they are doing is legal.  I expect their trustee Garth Johnson will be the one arrested and convicted in this scam as he is the trustee of all the Land Trusts.

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#11 Consumer Comment

SAG - Free and Clear Holdings LLC, I II III ...

AUTHOR: ksgt55 - (United States of America)

To the Author:

Thank for taking the time to post all the detailed information about this group.  There are over 241 people who have joined this "strategy" to force the lenders to produce the note or shut up.

1.  I'm just curious.  Are you an attorney representing consumers in Bankruptcy matters? 

2.  I am told by this group that the insurance company has provided proof that they have 2.4 billion to pay for the mortgages ... if they can show up with the original Note and DOT.  However, I have not personally seen it.

3.  The two attorney's you listed are reportedly still involved, albeit (behind the scenes) .. I spoke to one of them personally.

4.  I heard "the group" is planning on refiling the BK's in August.  I'll get the new case file as soon as their posted from others I know in the program already.

But, right now cannot access Pacer to retrieve the case filings and the postings here get redacted.  So, is there any other way to communicate with you directly?  If you don't mind that is.
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#12 Author of original report

More Facts About this Scam

AUTHOR: Grandma Fraudbuster - (United States of America)

Factfinder, none of what I have posted is "misinformation" -- it is all factual.  The information came straight from the "horse's mouth" -- the U.S. Bankruptcy Court public filings posted on the Public Access to Court Electronic Records (PACER) website.  You can access that website by creating an account and agreeing to pay 8 cents per page for downloaded information.  The website to log in to the records or create an account is: 

Free and Clear has filed two bankruptcies in the U.S. Bankruptcy Court in Las Vegas (Clark County), Nevada, both filed by attorney Christina Diedoardo, with associated counsel Amberlea Davis.  Their contact information is:

Nevada Bar No. 9543
California Bar No. 258714
201 Spear Street Suite 1100
San Francisco, CA 94105
(415) 839-5098

Nevada Bar No. 11551
415 S. 6th Street Suite 303
Las Vegas, NV 89101

There is no new attorney listed for Free and Clear in either bankruptcy.  You can obtain copies of all the bankruptcy filings by going to the PACER website and setting up an account, finding the cases (which are case numbers:  11-15145-mkn and 11-18289-mkn) and going to the Docket Report for each one.  The Docket Report lists all the documents and actions in the case.  You can click on any of the documents to see them and download them.  Alternatively, feel free to email me at (((ROR redacted))) and I will happily email the filings to you, since I have downloaded them all.

CLICK here to see why Rip-off Report, as a matter of policy, deleted either a phone number, link or e-mail address from this Report.
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#13 General Comment

Where's the Proof?

AUTHOR: FactFinder - (United States of America)

Since there is so much misinformation floating around out there, I prefer to get the facts straight from the "horse's mouth" therefore, do you have the Names and contact info for these attorneys who filed request to be relieved as counsel and who filed the dismissal of the BK?  What county and State were these filed in?  Where can someone get copies of documents filed with the court?  Do you know the name(s) and contact info of the new counsel now representing Secured Assets Group?  Has the bk been refiled with the court?  Exactly where and how did you get your information?
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#14 Author of original report

Thayer - Secured Assets Group - Free and Clear Scam OVER - File a complaint!

AUTHOR: Grandma Fraudbuster - (United States of America)

Yesterday, the attorneys who filed the bankruptcies for Free and Clear/Secured Assets filed motions requesting to be relieved as counsel.  In addition, they filed a non-opposition to the trustee's motion to dismiss the first bankruptcy filing, and also filed their own motion to dismiss the second bankruptcy filing.  The attorneys indicated that they were requesting to withdraw from representing Free and Clear because continued representation would cause them to "violate the rules of professional conduct." 

If you paid Secured Assets Group, or any of the other entities, to "save" your home, you have to know by now that it isn't going to happen.  If you want to file a complaint, email me and I'll be happy to help you do that!

Grandma Fraudbuster
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#15 Author of original report

Bankruptcy Trustee Has Filed Motion to Dismiss Free and Clear's Bankruptcy

AUTHOR: Grandma Fraudbuster - (United States of America)

On June 6, 2011, the U.S. Trustee filed a motion to dismiss Free and Clear Holding Company II, LLC's bankruptcy filing (Case No. 2:11-bk-15145-mkn) as a bad faith filing

Which is exactly what it is -- a bad faith filing by a company trying to circumvent the law.  These people are scammers and will NOT do what they have promised.  DO NOT GIVE THEM YOUR MONEY!  If you have been victimized, email me at
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#16 Author of original report

Proof of Criminal History and Scam

AUTHOR: Grandma Fraudbuster - (United States of America)

Ill first address why the program Thayer/Secured Assets/Free and Clear is offering wont work.  The reasons are quite simple and as much about common sense as about the legalities:   
A company chooses to file Chapter 11 in order to reorganize its business operations because its long-term revenues will be higher than the liquidation value of the assets, and it is currently unable to handle its debt load.   The idea is that creditors of the debtor (the company that filed Chapter 11) will get more money back if they allow the debtor business to reorganize and work out a payment plan.
Free and Clear Holding Company II LLC and Free and Clear Holding Company III LLC have both now filed Chapter 11 bankruptcies.  Each company has submitted filings with the bankruptcy court that show the following:  neither company has any income; neither company has a bank account; neither company has any cash on hand; neither company has any personal property (i.e., office equipment, etc.); neither company has any debts except a single outstanding unsecured loan from Secured Assets in the amount of attorney fees for filing each bankruptcy; the only assets listed by either company are 1/8 interests in hundreds of individual properties (granted to it by the homeowners who have fallen for this scam); and both companies show hundreds of creditors (the mortgage holders on the individual homeowners properties).
So, exactly what the heck is the Bankruptcy Court going to reorganize? 
The companies have no income, no operations and essentially no debts (except for payments to the attorney to file the bankruptcies made by Secured Assets).   The debtor makes no payments to the creditors it has listed because those creditors have absolutely NO relationship with Free and Clear.  There is NOTHING to reorganize!!!  Do these scammers seriously believe the bankruptcy court will adjudicate hundreds and hundreds of individual creditor challenges for a company that has nothing to reorganize?  It is ludicrous and ridiculous.
The creditors listed do not have a contractual relationship with Free and Clear, however, they DO have a relationship with the individual homeowners who have fallen for this scam, and those homeowners need to give some real thought to what they have done:
1)     They have transferred partial interest in their homes to another entity without the permission or knowledge of the lender, which could:
2)     Trigger the due on sale clause of their mortgage and cause their lender to demand the full amount of the note immediately, and
3)     The bankruptcy filed by Free and Clear WILL NOT stop a foreclosure against the individual homeowner because the individual homeowner has not declared bankruptcy; and
4)     If the homeowner tries to sell his/her home now or in the future, there is a cloud on the title caused by the recorded transfer of interest into the bogus land trust, which
5)     Will have to be removed, most likely through a court order.
DO NOT FALL FOR THIS SCAM!  If you already have, cancel at once and demand your money back and file a complaint with your local district attorney and/or state attorney general.
Now for the proof as to Douglas Thayer's criminal history:  Douglas Lee Thayer was convicted of 1st Degree Rape in Washington state, and is required to register as a sex offender.  To verify his registration, go to the Nevada Sexual Offender Registry Search at:   Thayers registration there lists him as a Tiel Level 3 Offender (meaning he has been assessed as posing a substantial risk of repeat offenses and is a threat to public safety).  On that site, he is shown as having two known aliases:  William Benjamin Whary and Douglas Michaels.  His home address is 3841 Daisy #17, Las Vegas, NV 89119 and his employer address is 4200 Block of Blue Diamond Road, Las Vegas, NV  89159.
Thayer was also registered in Texas when he resided there.  You can confirm this at the Texas Sexual Offender Registry Search at:   The Texas registry lists him as now living in Nevada.  Thayer was incarcerated in Texas for an unknown reason.  Court records show him filing suit against prison officials there; something he had also done in Washington state.  Although Thayer claimed on a recorded seminar on the website that he is a retired attorney, I have been unable to find any evidence whatsoever that he was ever a practicing attorney; he does, however, appear to have quite a number of cases as a jailhouse lawyer suing various state and prison officials.
Thayer was the defendant in an injunction filed by the Texas Attorney Generals office, which was granted against Thayer, his cohorts and his company, You Cant Take It, LLC.  Thayer was accused of attempting to scam homeowners by offering them a program that would protect their property from eminent domain claims by public entities.  Thayer had another alias in that case, Douglas Morgan.  You can verify this at several different websites:  and
So Douglas Thayer, aka William Benjamin Whary, Douglas Michaels or Douglas Morgan, is not someone I would trust to be offering anything legitimate.
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#17 Consumer Comment

why do u say this can not be done?

AUTHOR: me - (United States of America)

I am interested in knowing where you have received the Facts that this process can not be done?

Facts backed by law, otherwise a mute point.

I have a friend who just started this program couple of days ago  will find out in a couple of months.
Also will find out next week about two cases that will prove themselves.

About the allegation of sex offender WHERE is your proof?

I do not know these people at all but I want facts when someone makes accusations.

Thank you.
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