How did $170 million go missing?

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Amid the palm fronds and faux-colonial architecture of an all-inclusive resort in the Dominican Republic, a line of tanned women in clingy dresses stand and smile, while a techno beat thumps in the background.

The scene, captured in a corporate video, was shot at the Sun Village Resort & Spa near Puerto Plata. The then-Canadian-owned resort was hosting the ideal event to attract attention and fill rooms during the slow summer season: a beauty pageant sponsored by the men's magazine Maxim.

Derek Elliott, the Canadian expat in charge of the hotel, looks a little sunburned as he stands at a podium to thank the magazine. "In addition to the beautiful women inside those pages, you'll see some of the best brands of the world included there," he tells the crowd. "We're proud to be one of those."

That was July, 2006. Four years later, the all-inclusive resort, with its seven swimming pools, five restaurants and thatched-roof villas—which once played host to movie stars and at least one billionaire—sits empty. Derek, 40, and his 68-year-old father, Fred, have left the Dominican Republic and are enmeshed in a tangle of court battles in four countries. The pair is accused of defrauding thousands of small-town Ontario investors, plus thousands more time-share buyers in Canada and the United States, of much of their life savings. It is alleged that the Elliotts were running a $170-million Ponzi scheme, promising supercharged returns but instead using the proceeds to support a lavish lifestyle (all currency in U.S. dollars, except where noted).

Though none of the allegations has been proven in court—and the Elliotts deny any wrongdoing—the legal troubles have cost them dearly. Their assets were frozen by a Florida judge in 2009, and the Sun Village resort, along with another Dominican project still under construction, was stripped from them in foreclosure, all but wiping out their little empire in the sun.

As for who's to blame, the father-son duo claim that, rather than being the perpetrators of a sophisticated scam, they, too, are victims. They point the finger at their former business partner, James Catledge, an American multilevel-marketing guru they hired to sell their time-shares.

Both the Federal Bureau of Investigation and the U.S. Securities and Exchange Commission have launched investigations into the case. And Catledge has retained Las Vegas criminal-lawyer-to-the-stars David Chesnoff (he's also acted for Britney Spears, Martha Stewart and David Copperfield). "Our position," says Chesnoff, who said his client would not talk to the magazine, "is that Catledge is a victim along with the other people who invested, and is quite forthright in his adamant denials of any wrongdoing."

Wherever the truth lies, the Elliotts' story has enough twists that even Derek—who has helped produce two Hollywood films—acknowledges it would make a good movie. "Someone needs to do the script on this," he says, sitting in the house in Carlisle, Ontario, where he grew up with his mother and is now living. "But I want to make sure it ends up a comedy, not a nightmare."

A little north of the Ontario hamlet of Hillsburgh, in a landscape of rolling hills, dilapidated barns and the occasional sprawling three-car-garage home, lies Fred Elliott's 98-acre farm. Three standardbred horses—temporary guests on leave from the world of harness racing—graze just beyond the "Trees for Sale" sign.

The property, which Fred bought in 1985, houses a stable that can accommodate eight horses, and a large shed that's home to a vintage tractor and Fred's Harley Davidson. There's a runway and a hangar. Fred now rents it out for storage, but he keeps snapshots of the single-engine planes he used to own before the bad times hit. In a small building that serves as his and Derek's office, a whiteboard lists the court cases in which they are involved, with a quotation from self-help guru Louise Hay scrawled across the top: "Everything is working out for my highest good."

Inside the farmhouse, Fred, folds his lanky frame into a chair beside the fireplace. In his booming, folksy voice, he recounts how he launched his career as a mutual-fund salesman and investment adviser in 1967. He soon moved into real estate, selling investments in apartment buildings that could be fixed up and flipped. In his best year, he says, that business made him $1 million.

In 1986, when a friend urged him to invest in the Dominican Republic, he says he couldn't have found the Caribbean country on a map. He started speculating on undeveloped land near Puerto Plata with 17 Canadians, each of whom invested more than $100,000 (Canadian). A few homes were built on spec, but nothing much happened.

Then, in the mid-1990s, an Austrian tourism outfit turned the beachfront land next door into a bustling resort. Fred and Derek went into business with the newcomers, agreeing to build hotel rooms on their land and then lease them back to the Austrians to operate. The Elliotts began raising money from mostly Ontario investors, many of them in rural areas or small towns. Over several years, they took in around $38 million by selling shares in various companies registered in the Dominican Republic and the Turks and Caicos. In Ontario, these were private placements—sales of stock that don't require the filing of a complete prospectus to regulators.

One of the companies in which Fred sold shares was Amber Coast Resort Corp.—a land deal that would later be rolled into Sun Village. The Ontario Securities Commission alleged that financial advisers had sold the shares in the late 1990s without the necessary licences, though enforcement action against Fred and several others was later dropped.

The Elliotts' relationship with the Austrians fell apart in 2000, leaving them with no revenue stream but with the makings of their own resort—soon to be known as Sun Village.

As Derek tells it, things were rocky from day one. They sent their first run of Sun Village pamphlets to travel agents around Sept. 11, 2001. The ensuing crash of the tourism industry, they say, forced them to close until February, 2002. A little over a year later, an earthquake rocked the Dominican Republic, damaging the resort and shutting it down once again. In October, 2003, a fire wrecked four of the resort's restaurants; to make matters worse, the Elliotts say their insurer went bankrupt, leaving them with no coverage for a $1-million loss.

Yet, they were keen to expand. The 300-room resort's pools and restaurants were overbuilt, meaning they needed between 150 and 200 more rooms in order to turn a profit. But slow bookings and a banking collapse in the Dominican Republic made getting new financing difficult, according to Derek.

By that time, Derek—a high school grad who worked as a restaurant manager before joining Fred in 1995—was in charge of day-to-day operations at Sun Village. He and his dad first met James Catledge, a Nevada-based network marketer and motivational speaker, in 2004, through a U.S. investor in Sun Village. According to Derek, it was Catledge who presented a solution to the Elliotts' cash-flow problem: selling time-shares. After meeting with Catledge at his office just outside Las Vegas, and again at Sun Village, Derek handed the self-styled guru an exclusive contract to sell time-shares in the resort. It was the beginning of what the Elliotts call, in a $120-million (U.S.) countersuit now working its way through the Florida court, a "disastrous relationship."

n his many websites, James Catledge claims to be a man on a mission to provide "financial education for families." In various YouTube videos, he can be seen pacing the stage, trying to energize a crowd of sales agents or prospective clients. "Brainwash yourself until the new way kicks in," he tells one audience. "You've already been brainwashed. You've been brainwashed by the world to think that you are all you can do right now."

According to his own bio, Catledge is a Mormon who was raised by a single mother in North Carolina and Tennessee. He "has helped in the design of several golf courses around the world" and says he flew around in a private plane he called Impact One. He also claims to have supported various Republican Party campaigns and dined at former Massachusetts governor Mitt Romney's Utah home with Senator John McCain and then-president George W. Bush.

By the time he met the Elliotts in 2004, Catledge oversaw a network of thousands of "associates"—essentially, salespeople in a multilevel marketing organization then known as Impact Net Worth. His associates sold time-shares in Sun Village, as well as "fractional interests" in a second Dominican project—converting a rundown discount hotel near Juan Dolio into a luxury resort—at high-pressure investor seminars at Sun Village itself and at other hotels across the continent. The hook: The time-shares were more than just a vacation opportunity; they included a return, in the form of "non-use fees." If buyers chose not to use their time-share weeks, they were told, the resort would rent their units to other vacationers and give them a cut of the profits.

The Elliotts allege that Catledge and his agents assured purchasers they would make 7% to 12% a year, no matter what. But Derek says the sales agreements, drawn up by the Elliotts' U.S. lawyers for "hundreds of thousands of dollars," clearly explained that these fees weren't guaranteed.

For Terry Patterson, a 54-year-old air-traffic controller, the deal initially sounded great. In 2005, he'd lost his job in Boise, Idaho, and was anxious about financing his retirement and caring for his wife, Julie, who has multiple sclerosis. Some friends had signed up as sales agents with Catledge's organization. They encouraged him to remortgage his house and put $160,000 into the Elliotts' resort projects. It wasn't clear precisely what he was investing in, he says—he thought he was buying a "fixed-term investment," not a time-share. For a year and a half, he received quarterly cheques for 9% on a portion of his investment. Then the money stopped.

Patterson and his wife have since moved to North Pole, Alaska, where he landed another air-traffic-control job. But when he's forced to retire at 56, he'll have to find a job elsewhere: "I'm going to have to work till I'm dead."

Finance officials in Patterson's home state of Idaho were the first to investigate Derek and Catledge, after investors started to complain. They accused the pair of violating the anti-fraud provisions of the state's securities laws, misrepresenting their investments and using unregistered sales agents. In 2007, Catledge and Derek each signed a cease-and-desist order and paid $150,000 and $40,000 in fines, respectively. They also agreed to refund Idaho investors, including Patterson, but they later reneged. Derek, for his part, says he couldn't afford to pay. The state then launched a civil lawsuit, accusing both men of pocketing cash from sales of "fraudulent" securities. In July of this year, an Idaho judge ruled against Derek in that civil suit and entered a default judgment, demanding $2.6 million. Idaho's case against Catledge is still grinding along.

As 2007 drew to a close, the economic tide began to go out in the United States, leaving the Elliotts stranded on the beach. Bookings at the Sun Village resort slumped, and time-share sales slowed to a trickle. This presented a number of problems. Though Derek denies his operation was a Ponzi scheme—which uses money from new investors to pay returns to existing ones—he acknowledges that sales for units at the Juan Dolio hotel were pumped into the money-losing Sun Village resort. Relations with Catledge, Derek says, were getting worse. According to the Elliotts' countersuit, Catledge had told Juan Dolio clients, who had only put down half the money they owed, that they didn't have to pay up the rest, leaving the renovation project short millions of dollars.

In June, 2008, Fred took over his old role as CEO. He flew to the Dominican Republic and ordered senior staff at the resort to take pay cuts. He also spoke to a group of leading Impact Net Worth agents in Provo, Utah, telling them, among other things, that at least one more round of non-use fees would flow to investors. But by September, relations with Catledge had hit a low point, as sales dwindled and customers continued to complain about missed payments.

In October, 2008, the Elliotts had their long-time (and now former) Toronto lawyer, William Lambert, demand $29 million in legal fees and refunded sales from Catledge. The letter, which was submitted to the Florida court, accused Catledge of using "reprehensible sales practices," of engaging in "malfeasance and frauds" and failing to get his sales force licensed to sell securities as promised. It also warns that in any lawsuit, the Elliotts would "request (and likely receive) punative [sic]damages of $100,000,000."

Catledge struck back. The Elliotts say he helped orchestrate a pair of lawsuits filed in U.S. district court in Miami by hundreds of the Elliotts' clients in March, 2009. They name Derek and Fred as defendants, along with a long list of their offshore companies and associates. The lawsuits accuse them of engaging in a $170-million fraud related to the sale of time-shares, and promising "double-digit" returns to investors but instead using the money to "finance fanciful Hollywood productions"—including a Ben Affleck bomb called Man About Town—to "produce self-promotional videos, purchase a half-million-dollar yacht and pay off personal gambling debts in Las Vegas."

Catledge himself initially appeared as a plaintiff in one lawsuit, but it was later dropped without explanation. The plaintiffs in the remaining suit have also filed actions in the Dominican Republic and the Turks and Caicos, where the Elliotts' main company is registered, obtaining freeze orders or liens on the resort properties. Neither the lawyer representing the plaintiffs, nor lead plaintiff Klaus Hofmann—a Utah resident who says he lost $112,000 investing in the Elliotts' projects—would comment.

The Elliotts have filed a $120-million countersuit that lays the blame at Catledge's feet—though it stops short of naming him as a defendant. Almost two years later, the allegations against the Elliotts have not been proven. In fact, by October, 2010, they appeared on the verge of being tossed out, despite the submission of thousands of pages of documents and months of legal wrangling.

o help sort out the Florida allegations, the court appointed retired judge Thomas Scott as "special master" for the Elliotts in the case. His job was to investigate, seize documents and essentially take over their operations in the Dominican Republic. In late 2009, he filed a report with the court that accused the Elliotts and Catledge of operating a "two-tier criminal enterprise" involving a "Ponzi or Ponzi-like scheme" and the "essential theft" of investor money.

According to Scott's report, of the estimated $140 million raised from selling time-shares and fractional interests since 2004, $74 million was paid in sales commissions or other fees. Catledge and his related entities took $42 million in commissions alone; the Elliotts and their related parties, $16 million. Some $12 million in non-use fees were paid to clients. The Elliotts' books claim $11.5 million was spent renovating the Juan Dolio hotel—though Scott is skeptical that $11.5 million worth of work was actually done.

What happened to the rest of the money? Some went into expanding Sun Village. But tracing the remainder is difficult, Scott writes, because the Elliotts constantly moved money between their many offshore companies and "because of the extremely poor state of the Elliotts' and their companies' accounting records (so much so, it appears to be more by design than by incompetence)."

Yet, the Elliotts managed to make deals with even sophisticated financiers. Scott's report makes reference to Russian-Canadian billionaire Alex Shnaider, who agreed to partner with the Elliotts to buy a piece of land on the east coast of the Dominican Republic. (The Elliotts' plan was to build a luxury hotel and golf course, to be designed by golfing legend Johnny Miller.) Shnaider's investment company put about $17 million into the deal. As for the Elliotts, according to the Florida lawsuit, they used $7.5 million in funds from Juan Dolio sales to finance their share of the deal. (Derek insists it was $4.5 million—$2.5 million from their management fees, the rest from an "intercompany advance.")

Shnaider—the man behind the Trump Tower now under construction in Toronto—lent the Elliotts a further $1 million through his investment company when they told him they were in financial trouble; the loan was never repaid. He says he cut his ties with the pair when he heard about the allegations in Miami, and put the land, still undeveloped, up for sale. "It's not pleasant when your partners are being sued—especially with something like that, when it's insinuating Ponzi schemes," says Shnaider, who met Derek through a mutual acquaintance. "I don't know if it's true or not."

Derek and his father call Scott's report "defamatory." Derek says they were paid "more or less" $7 million or $8 million in commissions and management fees for running Sun Village and Juan Dolio, though Scott says it was at least $12.8 million between 2004 and 2009. Derek says the discrepancy is due to the fact that some of that money was paid in shares in their companies, not cash. Almost all of the Elliotts' commission money, plus the rest of the cash brought in from investors and time-share sales, has been spent on the projects or on "soft costs" like marketing and legal fees, says Derek.

The Elliotts scoff at Scott's claims that they are hiding money in their web of offshore companies. They also deny claims in the Florida suit that they are living a "lavish lifestyle." They have declared in affidavits that they have very few assets left. Derek sold his $900,000 (Canadian) Yorkville condo in 2009 to help pay corporate legal bills. The farm has been mortgaged for $800,000 (Canadian) to pay the Elliotts' former lawyer, Lambert. Fred's plane, a single-engine Mooney Bravo GX, has been repossessed (and besides, Derek says, it was merely the latest in a long line of small aircraft that his father has owned since the 1970s). The yacht—a $425,000, 54-foot boat called the Independence—belonged to the resort, Derek says, not him. It was subject to an ownership dispute and taken by a disgruntled employee. But the Dominican Navy seized it after it ran into engine trouble near Luperon Bay, where it remains, Derek says, "rotting."

Derek did lose some money gambling in Nevada, according to court documents, but not the $1 million his accusers claim. He filed an affidavit saying he lost $119,865 from 2005 to 2007 gambling at two Nevada hotels, while on trips to Catledge's head office with other employees. But Derek says he was playing with his own money.

In the fall of 2009, the Elliotts' banks in the Dominican Republic foreclosed on the Sun Village and Juan Dolio properties. Sun Village—which was worth an estimated $58 million, according to a court-submitted appraisal—was sold at auction for about $4.3 million, or "the price of a dead cow," as Derek read in one Dominican newspaper.

He blames Scott for the foreclosures, saying he overstepped his bounds under Florida and Dominican law. With Scott and his agents looking over his shoulder and attending meetings with creditors, Derek says, the banks got nervous. But Scott says that with $41 million in unpaid bills, Sun Village was beyond saving.

In July, 2010, in what Derek portrayed as a kind of victory that came "18 months too late," Florida Judge Alan Gold ruled that the "mega-lawsuit" filed by hundreds of plaintiffs against the Elliotts and their companies should be chopped up, with each case proceeding individually. But the decision was put on hold, pending an appeal by the plaintiffs. The Elliotts also won a legal victory in the Turks and Caicos, where the Florida plaintiffs' case was thrown out.

Still, investigations have been launched by both the SEC (which has subpoenaed documents from the case) and the FBI. An SEC spokeswoman in Utah said she could not confirm or deny that an investigation was under way. A spokesman with the FBI in San Francisco, where yet another civil lawsuit has been filed, confirmed the agency was looking into the allegations. A civil lawsuit against Catledge and the Elliotts was also filed in Utah.

Judge Gold also said he would forward the allegations to Canadian authorities. But neither the Ontario Securities Commission nor the RCMP would comment on whether they were investigating. But Patrick Dadlani, a Toronto investor who says he lost $115,760 (Canadian), has filed a lawsuit against the Elliotts, with a statement of claim mostly parroting the allegations from the Florida case.

Despite the Elliotts' claims that they, too, are victims in all this, Canadian shareholders have questioned business practices that have nothing to do with James Catledge. In 2007, the Elliotts even sued two long-time Ontario investors for libel after they raised alarm bells in e-mails to fellow investors. (The case is winding through the courts.)

Calgary insurance salesman Roméo Lefaivre, a 63-year-old shareholder in the Elliotts' EMI Sun Village Inc., is among those who say that the pair have long promised too-good-to-be-true returns. One brochure, provided by Lefaivre and dating from 2000, includes pictures of horseback riders on the beach, and tells investors to expect "projected returns" of 440%, with 18% in the first year: "Your investment...is as secure as the land it's built on, and you will receive your income on the calendar quarter, every 90 days." (Fine print warned the document was not a prospectus and that "there is no assurance that such projections will be realized.")

Lefaivre sank $15,000 (U.S.) into Elliott investments and claims he only received $600 in returns. He was persuaded, he says, by Fred's down-home manner. "This is going to sound stupid, but the thing I liked about Fred is that he wore cowboy boots. I mean, I'm from Calgary, right? We wear cowboy boots around here. Anybody who wears cowboy boots has got to be a pretty cool dude. He's got to be a straight shooter."

But the very venue for Lefaivre's meeting with Fred would have been a red flag for many people: a 2000 conference in Cancun, Mexico, organized by an outfit called the Institute of Global Prosperity—which even Derek acknowledges was a questionable place to do business. Lefaivre and other attendees from the U.S., Canada and elsewhere paid thousands of dollars to learn "insiders' most jealously guarded secrets of creating and amassing wealth." Those secrets involved offshore investments and radical anti-tax rhetoric. In addition to Sun Village, the Elliotts were hawking their own offshore bank card and a hedge fund promising returns of up to 22%.

In 2008, the three founders of Global Prosperity were all sentenced to prison for conspiracy to defraud the United States and for tax evasion. Other presenters listed alongside the Elliotts on a "confidential" agenda for a conference held in 2002 have since had run-ins with authorities.

These conferences, Derek says, could bring in over $1 million in a weekend. But, he adds, "When we were at that conference, we were also saying, 'I can't believe people are buying this product, because they look like a bunch of scammers. We are the only product that was real down there."

Flanked by a couple of rusty pickups, the Mohawk Country Inn sits just north of Highway 401 in Campbellville, Ontario, next to the neon lights of the Mohawk Racetrack. It's an evening in May, and a line of mostly grey-haired couples—some from as far away as Chicago—are filing inside a saloon-like bar with a pile of children's high chairs at the back.

Leftover purple streamers hang from a wooden beam, but this is no party. It's a meeting of shareholders in the Elliotts' web of companies, many of whom know each other from "owners' weeks" and discounted holidays at Sun Village. Fred and Derek, both wearing suits, sit at the front of the room. An agent of Florida special master Thomas Scott is monitoring the proceedings via speakerphone.

The Elliotts are on a first-name basis with many of the 150 people who cram into the room. They are insurance salesmen, factory workers, farmers, even a former bank vice-president. Most of them started investing with the Elliotts years ago—some as far back as the mid-1990s—and many put tens of thousands of dollars, even hundreds of thousands, into Sun Village. Some also bought time-shares from Catledge. All of them have now lost money.

It's mostly an angry crowd. As Fred begins to rhyme off the allegations against them—and their denials—a few mutter under their breath, their arms crossed tightly.

Father and son offer to resign, saying they want to hand over their companies to "new leadership." But the proposition is quickly forgotten. Then they plead for the shareholders to pitch in at least $95,000 for legal fees, including $55,000 to have the "illegal" judicial liens lifted on their other properties in the Dominican Republic so they can be sold, which Fred says would bring in a few million dollars.

During the question-and-answer period, a man yells at Fred and Derek, accusing them of overseeing the loss of "almost $90 million" and demanding an RCMP investigation. "Give me a break," the man bellows. Most of the crowd claps.

Even when Fred tells the audience that he fell into a "deep depression" after the hotels were taken away, many in the crowd guffaw and shake their heads, though a few Elliott loyalists break into supportive applause. Later, the crowd erupts in bitter laughter when Derek is asked—twice—who owns one of the many offshore companies that bear the Elliott name, and eventually responds: "I'm not sure."

Even Fred sounds skeptical at Derek's plan to wage a court fight in the Dominican Republic to overturn the sale of Sun Village. The most shareholders should expect, he says, is a settlement from the new owners. Derek says the $10,000 in legal fees, paid for with a loan from his mother, are predicated on a 40% contingency fee for the lawyer on the case.

By the end of the night, the Elliotts have managed to cajole a few shareholders into sitting on an advisory committee that will decide what to do next. Two of the people whom Derek proposes are Jeffrey Eshun and Roger Blair, partners in a Toronto-area company, DSC Lifestyle Services, which promises clients "powerful wealth-building secrets." Eshun did not attend, but Blair addressed the crowd, saying that he and his partner could "crystallize whatever asset base there is" on a "performance basis." He was shouted down; neither ended up on the advisory committee. As it turns out, Eshun was fined $10,000 in 2006 by the Manitoba Securities Commission for selling securities without a licence.

Derek tells me he knew about Eshun's problem with Manitoba authorities, and believed it was minor. "I always want to believe the best in people," he says.

Even the Elliotts' supporters appear to be under no illusion they will get their money back. Claude Eybel, a 71-year-old insurance broker from Binbrook, Ontario, is one of the shareholders who agreed to sit on the advisory committee. "I'm not hoping to get nothing," says Eybel. "But I know Fred and Derek, I believe in them, and they wouldn't have called this meeting if they didn't feel we had a chance to get something back. And I don't like what was done to them. ...I'm a true investor. I like to invest because I like to gamble."

SIX DEGREES OF SUN VILLAGE Fred and Derek Elliott rubbed shoulders with an extraordinary variety of people—some famous, some infamous—during their run in the Dominican Republic.

Ben Affleck Derek raised money for the box-office bomb Man About Town, which starred Affleck.

Stephen Colvin The former publisher of Maxim signed a deal with Derek to promote the resort, including branded "Maxim Bungalows." Later, after Maxim had changed hands, the deal ended in lawsuits.

Jean Chrétien The then-PM handed Derek a tourism award during an official visit to the Dominican Republic in 2003.

Deepak Chopra Derek is an avid fan of the self-help guru, and met him in Toronto through a mutual acquaintance.

Samuel L. Jackson He met Derek at a Toronto International Film Festival event co-sponsored by Derek's Dominican film fest, an annual b-list event held at Sun Village.

Alex Shnaider The billionaire's investment company put about $17 million into a land deal with Derek.

Amanda Bynes The actress starred in a teen comedy called Love Wrecked, shot at Sun Village. Derek is listed as executive producer and says it made the resort $350,000.

John Derringer The Toronto DJ gave away all-inclusive trips to Sun Village on his morning show, and got married at the resort in 2003.

Roy McMurtry Ontario's former chief justice vacationed at Sun Village, say the Elliotts.

Bob Probert The former NHLer, who died this past July, participated in charity road-hockey games at Sun Village, along with Gary Leeman, Mark Napier and others.