The investment story depended on assets that allegedly never existed

The pitch was easy to picture. Investor cash would buy new mobile homes directly from manufacturers. Havemark-affiliated companies would place those homes in mobile-home parks, collect rent or sell the units, and use that income to pay investors.

Investors did not receive ownership in a home. They received promissory notes, which are written promises to repay money under specified terms. According to the SEC, Havemark said those notes would carry guaranteed annualized returns between 12% and 14%, depending on the investment term.

The complaint alleges that the money did not follow the path described in the offering materials. It says no mobile homes were purchased with Havemark Income Fund investor money. Without those homes, the claimed source of returns and the promised collateral were both missing.

All figures reflect allegations in the SEC complaint. They have not been established by a final court ruling.

“a truly passive income investment”

Language the complaint attributes to Havemark Income Fund promotional materials

How the alleged money flow worked

The SEC says investors were solicited through Havemark’s website, social media, webinars, email, telephone calls and text messages. Ayala also allegedly held virtual meetings with potential investors. The notes were sold to people in at least five states.

Once deposited, investor money was pooled in a fund bank account owned and controlled by Ayala, according to the complaint. Funds were then transferred among other accounts under his control. Some money allegedly returned to the fund account so it could make distributions represented as investment returns.

This is a conceptual summary of the mechanism alleged in the complaint. It does not represent measured proportions of the money transferred.

The promised collateral was more than a sales detail

Havemark allegedly represented that its promissory notes were secured by first-priority liens on newly purchased mobile homes. Investors were asked to sign secured notes and security agreements reinforcing that claim.

Ayala also allegedly told prospective investors that Havemark would file financing statements to protect their interests. In webinars and emails, investors were told the homes would be documented through manufacturer certificates identifying specific units.

The SEC says none of that happened. Its complaint alleges Havemark did not purchase the homes, obtain the certificates or file the financing statements. It also says the fund held no assets.

That distinction matters when an investment fails. A valid, perfected lien can give a lender a legally recognized claim against an asset. An unsecured promise offers no equivalent claim to a specific home. The complaint alleges investors were told they had the former while receiving the latter.

Payments faltered while reassuring claims continued

The complaint alleges a widening gap between Havemark’s assurances and its ability to pay. Beginning in January 2024, investors allegedly asked for overdue returns or principal. Some received no payment instructions or were told payments would arrive within a matter of months.

At the same time, Ayala and Havemark sales representatives allegedly continued telling prospective investors that the fund had never missed a payment or distribution. The SEC says those statements were false by the time they were made.

Investors allegedly lost most of what they put in

The complaint’s clearest statement of harm is blunt: it alleges investors lost the majority of their investments. It does not identify individual investors, itemize each loss or describe their personal circumstances.

That limits what can responsibly be said about the human cost. The record does establish the alleged structure of the risk. People were offered fixed returns and asset-backed protection, but the SEC says their money entered a pooled system without the promised homes or perfected liens. When payments stopped, investors allegedly lacked both their principal and the collateral they had been told would secure it.

The burden was spread beyond one location. The SEC says the notes were sold to a broad segment of the public across at least five states, although the complaint does not provide a state-by-state breakdown.

What the SEC is asking the court to decide

The SEC accuses Ayala and Havemark of securities fraud under federal law. It also alleges the promissory notes were offered and sold without the required securities registration or an applicable exemption.

The regulator is seeking permanent injunctions, disgorgement of alleged ill-gotten gains with prejudgment interest, and civil monetary penalties. Those are requested remedies, not penalties that have already been imposed.

The supplied document does not include an answer from Ayala or Havemark. It therefore does not establish whether they deny particular transactions, dispute the SEC’s accounting, challenge the characterization of the notes or assert other defenses.

The case is ultimately about the gap between a note and what stood behind it

A promissory note can look concrete. It has a principal amount, an interest rate, a maturity date and signatures. In this offering, the notes were also presented as claims against physical homes.

The SEC’s complaint alleges that the structure behind those documents was fundamentally different from the sales story: no homes bought with fund money, no perfected liens and no operating asset base capable of generating the promised returns. A court has not yet determined whether that account is true. But the evidence dispute is now sharply defined. It concerns not only what investors were promised, but whether anything tangible was ever placed behind that promise.