In re Wisteria Global

  
UNITED STATES OF AMERICA 
Before the 
SECURITIES AND EXCHANGE COMMISSION 
SECURITIES EXCHANGE ACT OF 1934 
Release No. 75362 / July 6, 2015 
ADMINISTRATIVE PROCEEDING 
File No. 3-16675 
In the Matter of 
Wisteria Global, Inc. and 
Hiroshi Fujigami, 
Respondents. 
ORDER INSTITUTING ADMINISTRATIVE 
AND CEASE-AND-DESIST PROCEEDINGS 
PURSUANT TO SECTIONS 15(b) AND 21C 
OF THE SECURITIES EXCHANGE ACT 
OF 1934, MAKING FINDINGS, AND 
IMPOSING REMEDIAL SANCTIONS AND 
CEASE-AND-DESIST ORDERS 
I. 
The Securities and Exchange Commission (“Commission”) deems it appropriate and in 
the public interest that public administrative and cease-and-desist proceedings be, and hereby 
are, instituted pursuant to Sections 15(b) and 21C of the Securities Exchange Act of 1934 
(“Exchange Act”) against Wisteria Global, Inc. (“Wisteria”) and Hiroshi Fujigami (“Fujigami”) 
(collectively “Respondents”). 
II. 
In anticipation of the institution of these proceedings, Respondents have submitted an 
Offer of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for 
the purpose of these proceedings and any other proceedings brought by or on behalf of the 
Commission, or to which the Commission is a party, and without admitting or denying the 
findings herein, except as to the Commission’s jurisdiction over them and the subject matter of 
these proceedings, which are admitted, and except as provided herein in Section V, Respondents 
consent to the entry of this Order Instituting Administrative and Cease-and-Desist Proceedings 
Pursuant to Sections 15(b) and 21C of the Securities Exchange Act of 1934, Making Findings, 
and Imposing Remedial Sanctions and Cease-and-Desist Orders (“Order”), as set forth below. 
III. 
On the basis of this Order and Respondent’s Offer, the Commission finds
1
 that: 
                                                 
1
 The  findings  herein  are made  pursuant  to  Respondent’s  Offer  of  Settlement  and  are  not  binding  on  any  other 
persons or entities in this or any other proceeding. 

 -2- 
Summary 
1. These proceedings involve investments in Luca To-Kalon Energy, LLC and Luca 
Oil, LLC, which were formed to invest in oil and gas ventures in Texas, Montana, North Dakota 
and onshore wells in the Gulf of Mexico.  From 2011 to 2013, Fujigami, through his wholly-
owned and controlled business Wisteria, solicited investments of about $30.8 million in Luca 
To-Kalon and Luca Oil from more than 400 Japanese investors, who invested in pooled 
investment groups.  Wisteria was paid a total of approximately $3.6 million in commissions in 
connection with Fujigami’s solicitation.  Respondents retained about $1.8 million of the 
commissions.  Respondents were not registered with the Commission in any capacity.   
2. By effecting securities transactions for the Japanese investors, Wisteria and Fujigami 
acted as unregistered broker-dealers in violation of Section 15(a) of the Exchange Act.   
Respondents 
3. Wisteria Global, Inc. is a California corporation with its principal place of business 
in Saratoga, California.  Wisteria is owned and controlled by Fujigami and is not registered with the 
Commission in any capacity.  Wisteria received $3.6 million in transaction-based compensation, 
which Fujigami split with his Japanese partner.
2
 
4. Hiroshi Fujigami is the principal and owner of Wisteria.  He retained approximately 
$1.8 million of the $3.6 million that Wisteria received in commissions based on his solicitation of 
Japanese investors.  Fujigami has never held securities licenses or been registered with the 
Commission in any capacity.  Fujigami, age 44, is a resident of Saratoga, California. 
Other Relevant Entities and Individuals 
 
5. Luca To-Kalon Energy, LLC (“Luca To-Kalon”) is a Texas limited liability 
company through which Japanese investors purportedly invested in oil and gas development 
projects.  Luca To-Kalon was formed for the purported purpose of acquiring, developing and 
operating oil and natural gas wells in Texas, Montana, North Dakota and the Gulf of Mexico.  
Wisteria and Fujigami raised about $9 million for the Luca To-Kalon fund. 
 
6. Luca Oil, LLC (“Luca Oil”) is a Texas limited liability company through which 
investors purportedly invested in oil and gas development projects.  Luca Oil was formed for the 
purported purpose of acquiring, developing and operating oil and natural gas wells in Montana, 
North Dakota and the Gulf of Mexico.  Wisteria and Fujigami raised about $21 million for the 
Luca Oil fund. 
 
7. Bingqing Yang (“Yang”) is the President and Chief Executive Officer of Luca 
Resources Group, LLC, which is the manager of both the Luca To-Kalon and Luca Oil funds.  
Yang controls all of the Luca entities.  Yang, age 44, is a resident of Fremont, California.   
 
                                                 
2
 Fujigami’s business partner is a Japanese national who lives in Macau. 

 -3- 
8. Luca Resources Group, LLC (“Luca Resources”) is a Delaware limited liability 
company organized in 2011 with its principal place of business in Houston, Texas.  Luca 
Resources is owned and controlled by Yang.  Luca Resources serves as manager to Luca Oil and 
Luca To-Kalon, providing management services relating to identifying and developing oil and 
gas prospects. 
 
Luca Oil and Luca To-Kalon’s Oil and Gas Investments 
 
9. Yang marketed the Luca Oil, Luca To-Kalon and other Luca investment vehicles 
as having successful oil and gas holdings, primarily to Chinese-American investors in the United 
States and to Japanese investors in Japan.  Yang made material misrepresentations or omissions 
to these investors, engaged in a fraudulent scheme and misappropriated investor funds.   
10. Since 2008, Luca Oil has solicited investors and pooled the investments to buy 
interests in oil and gas ventures in Texas, Montana, North Dakota and the Gulf of Mexico.  Since 
2011, Luca To-Kalon has solicited investors and pooled the investments to buy interests in oil 
and gas ventures in Montana, North Dakota and the Gulf of Mexico.  Luca Oil and Luca To-
Kalon were both managed by a manager, Luca Resources, that was purportedly to select the 
wells or exploration properties for the Funds, sell the oil and gas produced, and distribute any 
profits to the investors.  Yang controlled Luca Resources and selected the wells that Luca Oil 
and Luca To-Kalon participated in and determined how much each fund would invest in each 
well.   
 
Respondents’ Solicitations 
 
11. Starting in 2011, Fujigami, through Wisteria, and his Japanese business partner 
recruited more than 400 hundred Japanese investors to invest in Luca Oil and Luca To-Kalon.  
Fujigami arranged an investment seminar in Japan in 2011 at which Yang directly solicited 
Japanese investors.  Fujigami also arranged for Yang to meet with Japanese investors on at least 
three occasions at Luca’s offices in Fremont, California and Houston, Texas, where they also 
toured oil fields.  Fujigami acted as facilitator and translator during all of Yang’s contacts with 
Japanese investors, including the meetings in the U.S. and through YouTube videos directed at 
the Japanese investors.   
 
12. As a result of Fujigami and Wisteria’s solicitations, the Japanese investors 
invested a total of about $30.8 million in Luca Oil and Luca To-Kalon.  Respondents were 
compensated as a percentage of the investor funds they raised, and retained $1,793,783 of the 
$3.6 million they received in transaction-based compensation. 
Violations 
 
13. As a result of the conduct described above, Respondents acted as unregistered 
broker-dealers in willful violation of Section 15(a) of the Exchange Act,
3
 which prohibits certain 
                                                 
3
 A willful violation of the securities laws means merely “‘that the person charged with the duty knows what he is 
doing.’”  Wonsover v. SEC, 205 F.3d 408, 414 (D.C. Cir. 2000) (quoting Hughes v. SEC, 174 F.2d 969, 977 (D.C. 
(continued . . . ) 

 -4- 
persons from inducing or attempting to induce the purchase or sale of securities unless registered 
with the Commission as brokers or dealers. 
Civil Penalties, Disgorgement and Prejudgment Interest 
14. Wisteria and Fujigami have submitted sworn Statements of Financial Condition 
dated March 17, 2015 and March 27, 2015, and other evidence, and have asserted their inability 
to pay a civil penalty, prejudgment interest and full disgorgement. 
Undertaking 
15. Respondent Fujigami has undertaken to: 
(i) appear and be interviewed by Commission staff at such times and places as the 
staff requests upon reasonable notice; (ii) accept service by mail or facsimile 
transmission of notices or subpoenas issued by the Commission for documents or 
testimony at depositions, hearings, or trials, or in connection with any related 
investigation by Commission staff; (iii) appoint Respondent Fujigami’s attorney as 
agent to receive service of such notices and subpoenas; (iv) with respect to such 
notices and subpoenas, waive the territorial limits on service contained in Rule 45 of 
the Federal Rules of Civil Procedure and any applicable local rules, provided that the 
party requesting the testimony reimburses Respondent Fujigami’s travel, lodging, 
and subsistence expenses at the then-prevailing U.S. Government per diem rates; 
and (v) consent to personal jurisdiction over Respondent Fujigami in any United 
States District Court for purposes of enforcing any such subpoena. 
IV. 
In view of the foregoing, the Commission deems it appropriate and in the public interest to 
impose the sanctions agreed to in Respondents’ Offer. 
Accordingly, pursuant to Sections 15(b)(6) and 21C of the Exchange Act, it is hereby 
ORDERED that: 
A. Respondents Wisteria and Fujigami shall cease and desist from committing or 
causing any violations and any future violations of Section 15(a) of the Exchange Act. 
B. Respondent Wisteria is censured. 
C. Respondents Wisteria and Fujigami shall, within one year of the entry of this Order, 
pay disgorgement of $1,793,783, which represents profits gained as a result of the conduct 
described herein to the Securities and Exchange Commission, but payment of such amount except 
for $1,138,985 and prejudgment interest are waived based on Wisteria and Fujigami’s sworn 
                                                 
( . . . continued) 
Cir. 1949)).  There is no requirement that the actor “‘also be aware that he is violating one of the Rules or Acts.’” Id. 
(quoting Gearhart & Otis, Inc. v. SEC, 348 F.2d 798, 803 (D.C. Cir. 1965)). 

 -5- 
representations in their Statements of Financial Information dated March 17, 2015 and March 27, 
2015, respectively.  Payment of the initial $104,198 of disgorgement shall be made within ten (10) 
days of the entry of this Order.  Payment of an additional $46,142 of disgorgement shall be made 
within sixty (60) days of the entry of this Order.  The payment required by this Order shall be made 
to the Securities and Exchange Commission.  If timely payment is not made, additional interest shall 
accrue pursuant to SEC Rule of Practice 600.  Payment must be made in one of the following ways:  
(1)  Respondents may transmit payment electronically to the Commission, which 
will provide detailed ACH transfer/Fedwire instructions upon request;  
(2)  Respondents may make direct payment from a bank account via Pay.gov 
through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or  
(3)  Respondents may pay by certified check, bank cashier’s check, or United 
States postal money order, made payable to the Securities and Exchange 
Commission and hand-delivered or mailed to:  
Enterprise Services Center 
Accounts Receivable Branch 
HQ Bldg., Room 181, AMZ-341 
6500 South MacArthur Boulevard 
Oklahoma City, OK 73169 
 
D. Payments by check or money order must be accompanied by a cover letter 
identifying Hiroshi Fujigami and Wisteria Global, Inc. as Respondents in these proceedings and the 
file number of these proceedings; a copy of the cover letter and check or money order must be sent 
to Erin E. Schneider, Associate Regional Director, U.S. Securities and Exchange Commission, 44 
Montgomery Street, Suite 2800, San Francisco, California 94104, with a copy to Steven D. 
Buchholz, Assistant Regional Director, U.S. Securities and Exchange Commission at the same 
address.  Based upon Wisteria and Fujigami’s sworn representations in their Statements of 
Financial Information dated March 17, 2015 and March 27, 2015, respectively, and other 
documents submitted to the Commission, the Commission is not imposing a penalty against 
Respondents. 
E. Pursuant to Section 308(a) of the Sarbanes-Oxley Act of 2002, as amended, a Fair 
Fund is created for the disgorgement referenced in paragraph IV.C above.  Such Fair Fund may 
be added to or combined with any other fair fund created in a related civil injunctive action or 
any proceeding arising from the same or substantially similar facts as those alleged herein.  
Regardless of whether any such Fair Fund distribution is made, amounts ordered to be paid as 
civil penalties pursuant to this Order shall be treated as penalties paid to the government for all 
purposes, including all tax purposes.  To preserve the deterrent effect of the civil penalty, 
Respondents agree that in any Related Investor Action, they shall not argue that they are entitled 
to, nor shall they benefit by, offset or reduction of any award of compensatory damages by the 
amount of any part of Respondents’ payment of a civil penalty in this action (“Penalty Offset”).  
If the court in any Related Investor Action grants such a Penalty Offset, Respondents agree that 
they shall, within 30 days after entry of a final order granting the Penalty Offset, notify the 
Commission's counsel in this action and pay the amount of the Penalty Offset to the Securities 

 -6- 
and Exchange Commission.  Such a payment shall not be deemed an additional civil penalty and 
shall not be deemed to change the amount of the civil penalty imposed in this proceeding.  For 
purposes of this paragraph, a “Related Investor Action” means a private damages action brought 
against Respondents by or on behalf of one or more investors based on substantially the same 
facts as alleged in the Order instituted by the Commission in this proceeding. 
F. The Division of Enforcement (“Division”) may, at any time following the entry of 
this Order, petition the Commission to: (1) reopen this matter to consider whether Respondents 
provided accurate and complete financial information at the time such representations were made; 
and (2) seek an order directing payment of the maximum civil penalty allowable under the law.  No 
other issue shall be considered in connection with this petition other than whether the financial 
information provided by Respondents was fraudulent, misleading, inaccurate, or incomplete in any 
material respect.  Respondents may not, by way of defense to any such petition: (1) contest the 
findings in this Order; (2) assert that payment of a penalty should not be ordered; (3) contest the 
imposition of the maximum penalty allowable under the law; or (4) assert any defense to liability or 
remedy, including, but not limited to, any statute of limitations defense. 
G. Respondent Fujigami be, and hereby is: 
barred from association with any broker, dealer, investment adviser, 
municipal securities dealer, municipal advisor, transfer agent, or nationally 
recognized statistical rating organization; and 
barred from participating in any offering of a penny stock, including: 
acting as a promoter, finder, consultant, agent or other person who 
engages in activities with a broker, dealer or issuer for purposes of the 
issuance or trading in any penny stock, or inducing or attempting to induce 
the purchase or sale of any penny stock. 
H. Any reapplication for association by Respondent Fujigami will be subject to the 
applicable laws and regulations governing the reentry process, and reentry may be conditioned 
upon a number of factors, including, but not limited to, the satisfaction of any or all of the 
following:  (a) any disgorgement ordered against the Respondents, whether or not the 
Commission has fully or partially waived payment of such disgorgement; (b) any arbitration 
award related to the conduct that served as the basis for the Commission order; (c) any self-
regulatory organization arbitration award to a customer, whether or not related to the conduct 
that served as the basis for the Commission order; and (d) any restitution order by a self-
regulatory organization, whether or not related to the conduct that served as the basis for the 
Commission order. 
V. 
It is further Ordered that, solely for purposes of exceptions to discharge set forth in 
Section 523 of the Bankruptcy Code, 11 U.S.C. §523, the findings in this Order are true and 
admitted by Respondent, and further, any debt for disgorgement, prejudgment interest, civil 
penalty or other amounts due by Respondent under this Order or any other judgment, order, 
consent order, decree or settlement agreement entered in connection with this proceeding, is a 

 -7- 
debt for the violation by Respondent of the federal securities laws or any regulation or order 
issued under such laws, as set forth in Section 523(a)(19) of the Bankruptcy Code, 11 U.S.C. 
§523(a)(19). 
 
By the Commission. 
 
       Brent J. Fields 
       Secretary 
 

UNITED STATES OF AMERICA 

Before the 

SECURITIES AND EXCHANGE COMMISSION 

SECURITIES EXCHANGE ACT OF 1934 

Release No. 75362 / July 6, 2015 

ADMINISTRATIVE PROCEEDING 

File No. 3-16675 

In the Matter of 

Wisteria Global, Inc. and 

Hiroshi Fujigami, 

Respondents. 

ORDER INSTITUTING ADMINISTRATIVE 

AND CEASE-AND-DESIST PROCEEDINGS 

PURSUANT TO SECTIONS 15(b) AND 21C 

OF THE SECURITIES EXCHANGE ACT 

OF 1934, MAKING FINDINGS, AND 

IMPOSING REMEDIAL SANCTIONS AND 

CEASE-AND-DESIST ORDERS 

I. 

The Securities and Exchange Commission (“Commission”) deems it appropriate and in 

the public interest that public administrative and cease-and-desist proceedings be, and hereby 

are, instituted pursuant to Sections 15(b) and 21C of the Securities Exchange Act of 1934 

(“Exchange Act”) against Wisteria Global, Inc. (“Wisteria”) and Hiroshi Fujigami (“Fujigami”) 

(collectively “Respondents”). 

II. 

In anticipation of the institution of these proceedings, Respondents have submitted an 

Offer of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for 

the purpose of these proceedings and any other proceedings brought by or on behalf of the 

Commission, or to which the Commission is a party, and without admitting or denying the 

findings herein, except as to the Commission’s jurisdiction over them and the subject matter of 

these proceedings, which are admitted, and except as provided herein in Section V, Respondents 

consent to the entry of this Order Instituting Administrative and Cease-and-Desist Proceedings 

Pursuant to Sections 15(b) and 21C of the Securities Exchange Act of 1934, Making Findings, 

and Imposing Remedial Sanctions and Cease-and-Desist Orders (“Order”), as set forth below. 

III. 

On the basis of this Order and Respondent’s Offer, the Commission finds
1
 that: 

                                                 
1
 The findings herein are made pursuant to Respondent’s Offer of Settlement and are not binding on any other 

persons or entities in this or any other proceeding. 



 -2- 

Summary 

1. These proceedings involve investments in Luca To-Kalon Energy, LLC and Luca 

Oil, LLC, which were formed to invest in oil and gas ventures in Texas, Montana, North Dakota 

and onshore wells in the Gulf of Mexico.  From 2011 to 2013, Fujigami, through his wholly-

owned and controlled business Wisteria, solicited investments of about $30.8 million in Luca 

To-Kalon and Luca Oil from more than 400 Japanese investors, who invested in pooled 

investment groups.  Wisteria was paid a total of approximately $3.6 million in commissions in 

connection with Fujigami’s solicitation.  Respondents retained about $1.8 million of the 

commissions.  Respondents were not registered with the Commission in any capacity.   

2. By effecting securities transactions for the Japanese investors, Wisteria and Fujigami 

acted as unregistered broker-dealers in violation of Section 15(a) of the Exchange Act.   

Respondents 

3. Wisteria Global, Inc. is a California corporation with its principal place of business 

in Saratoga, California.  Wisteria is owned and controlled by Fujigami and is not registered with the 

Commission in any capacity.  Wisteria received $3.6 million in transaction-based compensation, 

which Fujigami split with his Japanese partner.
2
 

4. Hiroshi Fujigami is the principal and owner of Wisteria.  He retained approximately 

$1.8 million of the $3.6 million that Wisteria received in commissions based on his solicitation of 

Japanese investors.  Fujigami has never held securities licenses or been registered with the 

Commission in any capacity.  Fujigami, age 44, is a resident of Saratoga, California. 

Other Relevant Entities and Individuals 

 

5. Luca To-Kalon Energy, LLC (“Luca To-Kalon”) is a Texas limited liability 

company through which Japanese investors purportedly invested in oil and gas development 

projects.  Luca To-Kalon was formed for the purported purpose of acquiring, developing and 

operating oil and natural gas wells in Texas, Montana, North Dakota and the Gulf of Mexico.  

Wisteria and Fujigami raised about $9 million for the Luca To-Kalon fund. 

 

6. Luca Oil, LLC (“Luca Oil”) is a Texas limited liability company through which 

investors purportedly invested in oil and gas development projects.  Luca Oil was formed for the 

purported purpose of acquiring, developing and operating oil and natural gas wells in Montana, 

North Dakota and the Gulf of Mexico.  Wisteria and Fujigami raised about $21 million for the 

Luca Oil fund. 

 

7. Bingqing Yang (“Yang”) is the President and Chief Executive Officer of Luca 

Resources Group, LLC, which is the manager of both the Luca To-Kalon and Luca Oil funds.  

Yang controls all of the Luca entities.  Yang, age 44, is a resident of Fremont, California.   

 

                                                 
2 Fujigami’s business partner is a Japanese national who lives in Macau. 



 -3- 

8. Luca Resources Group, LLC (“Luca Resources”) is a Delaware limited liability 

company organized in 2011 with its principal place of business in Houston, Texas.  Luca 

Resources is owned and controlled by Yang.  Luca Resources serves as manager to Luca Oil and 

Luca To-Kalon, providing management services relating to identifying and developing oil and 

gas prospects. 

 

Luca Oil and Luca To-Kalon’s Oil and Gas Investments 

 

9. Yang marketed the Luca Oil, Luca To-Kalon and other Luca investment vehicles 

as having successful oil and gas holdings, primarily to Chinese-American investors in the United 

States and to Japanese investors in Japan.  Yang made material misrepresentations or omissions 

to these investors, engaged in a fraudulent scheme and misappropriated investor funds.   

10. Since 2008, Luca Oil has solicited investors and pooled the investments to buy 

interests in oil and gas ventures in Texas, Montana, North Dakota and the Gulf of Mexico.  Since 

2011, Luca To-Kalon has solicited investors and pooled the investments to buy interests in oil 

and gas ventures in Montana, North Dakota and the Gulf of Mexico.  Luca Oil and Luca To-

Kalon were both managed by a manager, Luca Resources, that was purportedly to select the 

wells or exploration properties for the Funds, sell the oil and gas produced, and distribute any 

profits to the investors.  Yang controlled Luca Resources and selected the wells that Luca Oil 

and Luca To-Kalon participated in and determined how much each fund would invest in each 

well.   

 

Respondents’ Solicitations 

 

11. Starting in 2011, Fujigami, through Wisteria, and his Japanese business partner 

recruited more than 400 hundred Japanese investors to invest in Luca Oil and Luca To-Kalon.  

Fujigami arranged an investment seminar in Japan in 2011 at which Yang directly solicited 

Japanese investors.  Fujigami also arranged for Yang to meet with Japanese investors on at least 

three occasions at Luca’s offices in Fremont, California and Houston, Texas, where they also 

toured oil fields.  Fujigami acted as facilitator and translator during all of Yang’s contacts with 

Japanese investors, including the meetings in the U.S. and through YouTube videos directed at 

the Japanese investors.   

 

12. As a result of Fujigami and Wisteria’s solicitations, the Japanese investors 

invested a total of about $30.8 million in Luca Oil and Luca To-Kalon.  Respondents were 

compensated as a percentage of the investor funds they raised, and retained $1,793,783 of the 

$3.6 million they received in transaction-based compensation. 

Violations 

 

13. As a result of the conduct described above, Respondents acted as unregistered 

broker-dealers in willful violation of Section 15(a) of the Exchange Act,
3
 which prohibits certain 

                                                 
3 A willful violation of the securities laws means merely “‘that the person charged with the duty knows what he is 

doing.’”  Wonsover v. SEC, 205 F.3d 408, 414 (D.C. Cir. 2000) (quoting Hughes v. SEC, 174 F.2d 969, 977 (D.C. 

(continued . . . ) 



 -4- 

persons from inducing or attempting to induce the purchase or sale of securities unless registered 

with the Commission as brokers or dealers. 

Civil Penalties, Disgorgement and Prejudgment Interest 

14. Wisteria and Fujigami have submitted sworn Statements of Financial Condition 

dated March 17, 2015 and March 27, 2015, and other evidence, and have asserted their inability 

to pay a civil penalty, prejudgment interest and full disgorgement. 

Undertaking 

15. Respondent Fujigami has undertaken to: 

(i) appear and be interviewed by Commission staff at such times and places as the 

staff requests upon reasonable notice; (ii) accept service by mail or facsimile 

transmission of notices or subpoenas issued by the Commission for documents or 

testimony at depositions, hearings, or trials, or in connection with any related 

investigation by Commission staff; (iii) appoint Respondent Fujigami’s attorney as 

agent to receive service of such notices and subpoenas; (iv) with respect to such 

notices and subpoenas, waive the territorial limits on service contained in Rule 45 of 

the Federal Rules of Civil Procedure and any applicable local rules, provided that the 

party requesting the testimony reimburses Respondent Fujigami’s travel, lodging, 

and subsistence expenses at the then-prevailing U.S. Government per diem rates; 

and (v) consent to personal jurisdiction over Respondent Fujigami in any United 

States District Court for purposes of enforcing any such subpoena. 

IV. 

In view of the foregoing, the Commission deems it appropriate and in the public interest to 

impose the sanctions agreed to in Respondents’ Offer. 

Accordingly, pursuant to Sections 15(b)(6) and 21C of the Exchange Act, it is hereby 

ORDERED that: 

A. Respondents Wisteria and Fujigami shall cease and desist from committing or 

causing any violations and any future violations of Section 15(a) of the Exchange Act. 

B. Respondent Wisteria is censured. 

C. Respondents Wisteria and Fujigami shall, within one year of the entry of this Order, 

pay disgorgement of $1,793,783, which represents profits gained as a result of the conduct 

described herein to the Securities and Exchange Commission, but payment of such amount except 

for $1,138,985 and prejudgment interest are waived based on Wisteria and Fujigami’s sworn 

                                                 

( . . . continued) 
Cir. 1949)).  There is no requirement that the actor “‘also be aware that he is violating one of the Rules or Acts.’” Id. 

(quoting Gearhart & Otis, Inc. v. SEC, 348 F.2d 798, 803 (D.C. Cir. 1965)). 



 -5- 

representations in their Statements of Financial Information dated March 17, 2015 and March 27, 

2015, respectively.  Payment of the initial $104,198 of disgorgement shall be made within ten (10) 

days of the entry of this Order.  Payment of an additional $46,142 of disgorgement shall be made 

within sixty (60) days of the entry of this Order.  The payment required by this Order shall be made 

to the Securities and Exchange Commission.  If timely payment is not made, additional interest shall 

accrue pursuant to SEC Rule of Practice 600.  Payment must be made in one of the following ways:  

(1)  Respondents may transmit payment electronically to the Commission, which 

will provide detailed ACH transfer/Fedwire instructions upon request;  

(2)  Respondents may make direct payment from a bank account via Pay.gov 

through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or  

(3)  Respondents may pay by certified check, bank cashier’s check, or United 

States postal money order, made payable to the Securities and Exchange 

Commission and hand-delivered or mailed to:  

Enterprise Services Center 

Accounts Receivable Branch 

HQ Bldg., Room 181, AMZ-341 

6500 South MacArthur Boulevard 

Oklahoma City, OK 73169 

 

D. Payments by check or money order must be accompanied by a cover letter 

identifying Hiroshi Fujigami and Wisteria Global, Inc. as Respondents in these proceedings and the 

file number of these proceedings; a copy of the cover letter and check or money order must be sent 

to Erin E. Schneider, Associate Regional Director, U.S. Securities and Exchange Commission, 44 

Montgomery Street, Suite 2800, San Francisco, California 94104, with a copy to Steven D. 

Buchholz, Assistant Regional Director, U.S. Securities and Exchange Commission at the same 

address.  Based upon Wisteria and Fujigami’s sworn representations in their Statements of 

Financial Information dated March 17, 2015 and March 27, 2015, respectively, and other 

documents submitted to the Commission, the Commission is not imposing a penalty against 

Respondents. 

E. Pursuant to Section 308(a) of the Sarbanes-Oxley Act of 2002, as amended, a Fair 

Fund is created for the disgorgement referenced in paragraph IV.C above.  Such Fair Fund may 

be added to or combined with any other fair fund created in a related civil injunctive action or 

any proceeding arising from the same or substantially similar facts as those alleged herein.  

Regardless of whether any such Fair Fund distribution is made, amounts ordered to be paid as 

civil penalties pursuant to this Order shall be treated as penalties paid to the government for all 

purposes, including all tax purposes.  To preserve the deterrent effect of the civil penalty, 

Respondents agree that in any Related Investor Action, they shall not argue that they are entitled 

to, nor shall they benefit by, offset or reduction of any award of compensatory damages by the 

amount of any part of Respondents’ payment of a civil penalty in this action (“Penalty Offset”).  

If the court in any Related Investor Action grants such a Penalty Offset, Respondents agree that 

they shall, within 30 days after entry of a final order granting the Penalty Offset, notify the 

Commission's counsel in this action and pay the amount of the Penalty Offset to the Securities 



 -6- 

and Exchange Commission.  Such a payment shall not be deemed an additional civil penalty and 

shall not be deemed to change the amount of the civil penalty imposed in this proceeding.  For 

purposes of this paragraph, a “Related Investor Action” means a private damages action brought 

against Respondents by or on behalf of one or more investors based on substantially the same 

facts as alleged in the Order instituted by the Commission in this proceeding. 

F. The Division of Enforcement (“Division”) may, at any time following the entry of 

this Order, petition the Commission to: (1) reopen this matter to consider whether Respondents 

provided accurate and complete financial information at the time such representations were made; 

and (2) seek an order directing payment of the maximum civil penalty allowable under the law.  No 

other issue shall be considered in connection with this petition other than whether the financial 

information provided by Respondents was fraudulent, misleading, inaccurate, or incomplete in any 

material respect.  Respondents may not, by way of defense to any such petition: (1) contest the 

findings in this Order; (2) assert that payment of a penalty should not be ordered; (3) contest the 

imposition of the maximum penalty allowable under the law; or (4) assert any defense to liability or 

remedy, including, but not limited to, any statute of limitations defense. 

G. Respondent Fujigami be, and hereby is: 

barred from association with any broker, dealer, investment adviser, 

municipal securities dealer, municipal advisor, transfer agent, or nationally 

recognized statistical rating organization; and 

barred from participating in any offering of a penny stock, including: 

acting as a promoter, finder, consultant, agent or other person who 

engages in activities with a broker, dealer or issuer for purposes of the 

issuance or trading in any penny stock, or inducing or attempting to induce 

the purchase or sale of any penny stock. 

H. Any reapplication for association by Respondent Fujigami will be subject to the 

applicable laws and regulations governing the reentry process, and reentry may be conditioned 

upon a number of factors, including, but not limited to, the satisfaction of any or all of the 

following:  (a) any disgorgement ordered against the Respondents, whether or not the 

Commission has fully or partially waived payment of such disgorgement; (b) any arbitration 

award related to the conduct that served as the basis for the Commission order; (c) any self-

regulatory organization arbitration award to a customer, whether or not related to the conduct 

that served as the basis for the Commission order; and (d) any restitution order by a self-

regulatory organization, whether or not related to the conduct that served as the basis for the 

Commission order. 

V. 

It is further Ordered that, solely for purposes of exceptions to discharge set forth in 

Section 523 of the Bankruptcy Code, 11 U.S.C. §523, the findings in this Order are true and 

admitted by Respondent, and further, any debt for disgorgement, prejudgment interest, civil 

penalty or other amounts due by Respondent under this Order or any other judgment, order, 

consent order, decree or settlement agreement entered in connection with this proceeding, is a 



 -7- 

debt for the violation by Respondent of the federal securities laws or any regulation or order 

issued under such laws, as set forth in Section 523(a)(19) of the Bankruptcy Code, 11 U.S.C. 

§523(a)(19). 

 

By the Commission. 

 

       Brent J. Fields 

       Secretary