AA CASTRO CONSTRUCTION AND AGGREGATES TRADING / AA CASTRO HAULING CONSTRUCTION MANAGEMENT AND AGGREGATES TRADING OPC and APRIL GRACE CALLEJA CASTRO

Secumties ana Exchange Commission COMMISSION ENBANC Republic ot the Philippinot tDepamen o tnance

In the Matter of

MANAGEMENT#AND#AGGREGATES CALLEJA CASTRO. AACASTROCONSTRUCTION#AND TRADING#OPC and APRIL CRACE AGGREGATES CASTRO HAULING CONSTRUCTION TRADING/AA

SEC CD0 Case No.08-22-092 Promulgated:30August2022 ENFORCEMENTANDINVESTOR PROTECTION (EIPD)) DEPARTMENT

Movant

CEASEAND DESISTORDER

from further engaging in activities of selling,and/or offering for sale directorsofficers.representativessalesmenagentsenablers. influencers and any and all personsconduit entities and subsidiaries claiming and acting for and in its behalf, to immediately cease and desist securities in the form of investment contracts#and cease lts internet Commission and the corresponding permits to offer/sell securities are the Enforcement and Investor Protection Department (EIPD) praying and APRILGRACE CALLEIA CASTRO(Respondents)anditsoperators presence relating to itsstated investment activitiesluntil the requisite issued. Order(the Motiondated 03August 2022filedon 04 August2022by that#anOrder#be#issued#directing#Respondents#AA#CASTRO CONSTRUCTION MANAGEMENTANDAGGREGATESTRADINGOPC registrationstatementsareduly nledwithand approved#bythe CONSTRUCTION AND AGGREGATES TRADING/AA CASTRO HAULING This resolvesthe Mouion for Issuance of a Cease and#Desist

representatives,salesmen,and agents be prohibited from transacting any transferring disposing or conveying in any other manner any and all and all business involving the funds in its depository banksand from The EIPD also prays that Respondents or any of its officers

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TohdinAA costeo hauhng ConsorecnonMnarwemnd WMOYaACOTO AporegnesTrngOPanAprirawarg S8Cco0ca Ncn2209m atdDeiOrdet A Paor0

which the named persons herein may have any interestclaim or the investors without authority from the Commission.t assets properties#real or#personal,including bankdeposits#if anyof custodyimmediately to forestall gravetdamage and prejudice#to#all concerned andto ensurethepreservation of the assets for the benefitof participation#whatsoever#whether directly or indirectly#under their

PARIIES

#tasked,among others to investigate and institute administrative actions againstpersons and entitiesengaged in the saleand/orofferof unregistered securities without the requisite secondary license. The#EIPD#s#one#of the#Commtssion s operating#departments

or asa partnership (ACCATis notregistered with the Commission either as a corporation AACASTRO#CONSTRUCTION#AND#AGGREGATES#TRADING

AGGREGATES TRADING OPCCACHCMATO#isa domesticcorporation duly organized and existing by virtue of the laws of the Republic of the Company Registration No.2021110034068-02 on 29 November2021.Its principal office is located at Blk 11Lot 2 AA Castro Canary Pecsonville Tungkong ManggaCity of San Jose Del Monte Bulacan. Philippines,having been issued a Certificateof Incorporation bearing AACASTROHAULINGCONSTRUCTION#MANAGEMENT#AND

fIncorporation (A01)3 are: Its primary purpose and secondary purposes asper its Articles of

and to#make#executebid fortand take or receive anycontractstor #removingfrenovation.modificatfon.developing or otherwise engaging assignments of contractthereforecor in relation thereto.on.connected tor#convenentror#andincidental#to*the #urtherance##and/or railwaystructurestall tron Wood#masonry and earth constructions therewith#and#to marufactureand#furnishbuilding matorials#and implementation of the purposes therein mentioned "PrimaryTo engige.in general.construction.management and other allied#acnvities#ncluding#the#constructing#enlarging#repatring inany work upon buitdings roads highways#manufacturing plants bridges#airnelds#pierstdocks#minestwhans#waterworks,railroads, supplies connected therewith and doing of any and all other activities and contracting incidental thereto or connected #therewith#and the doing and performing of any and all acts and things necestary proper

Secnon2 z(c)( c) RulelPortToren0lc stc Rules MobonAnexA Moon yor Isponce of Ceuse andDest Order dated 03 August 2022

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TnnWTsotaarcomsrntanMaarowwan mthe Materof Acssoo.construco andagotet AsgreieTradngopohnAprorcaasc SECOOcNoC22092 CeaseadDestOrxde P9310

SecondaryTo engage in trading and selling construction materials aggregates and related produ

investment contracts(Emphasis supplied) Providedthat the#corporarion#shall not solicit accept or take investments/placements from the public neither shall it issue

as follows. Its single stockholder/director/president asa ppearingin itsAOlis

NAMES #ADDRESS SUBSCRIBED PAID UP

AprlCraceCallelaLot7Blk12San#P3.000.000.00#P3.000.000.00 Castro Caloocan City Third Pedro Guadanoville Barangay193 North Distriet. National $ AMOUNT CAPITAL

Capltal Region (NCR1100

RELEVANT FACTS

CASTROfor brevitywhich were endorsed to the EIPD acuviuesofACCATand ACHCMATO#collectively referredtoasAA Commission#in#form#of email#inquirers#regarding#the#solicitation The#instant#case stemmed from#the reports#received#by#the

TradingandAA Castro Hauling Services required secondary license from the Commission#The same AA CASTRO applied fora One Person Corporation (OPC on 12 August 2021 under the isalso usingthe names AA Castro Construction and Aggregates Project Tap On Business Investment Philippines. Thesaid applicant OriaAttyOriaallegingthat since 2019AA CASTROWithoutlegal name AA CASTRO Capital OPCoperating underthe name AA CASTRO personalityhave solicitinginvestments from the public without#the TheElPD recelved a Letter-Complaint from AttyJilliane Joy M

issuance of an SECAdvisoryand Cease-and-DesistOrder against AA CASTRO.Tosubstantiatethecomplaintseveralaffidavitsfrom The Letter-Complainr requested the investigation and eventual

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attached with proof of solicitation of investments committed by APRIL individuals with personal knowledge of AA CASTRO's operations were GRACECALLEIA CASTROCApri CastTo#FLORIEY.RAMOS.andRUSSEL ESCALANTEtheChiefExecutiveOfficerCEOtheVicePresident VPand the Bulacan Account Manager of AA CASTRO,respectively

eventsparticularlyin Okada,ManilaFacebook private groupsand Business Investment was also attached by the Spouses Fulay. dated27 December 2021.7Spouses RodrigoA Fulayand Yomalyn L through Youtube videos.A copy of the Investment Agreement exetuted April Castro borrowed#money from them and subsequently became a tenantin theirrental unit April Castro enticed them to investthe amount of One Hundred EightyThousand Pesos (P180.000) in her hauling and trucking businesswith a promise of a weekly payout and an interest of Florie Y Ramos represented to be the VP of ACCAThe same.company thatallegedly offers and solicits investments with a minimumamount.of Fifty Thousand Pesos(P50,000.00)from the public by.conducting public With ACCAT AA Castro Hauling Services/AA Castro Project Tap on Fulay (SpousesFulayalleged therein that sometime inJanuary2020 thirty#percent30%)#April Castrorepresented to be#the CE0while Amongtheaffidavits attachedis a Joint Affidavic of Spouses Fulay

iwas attached in the Affidavit? investing affiant stumbled upon other victims of the RespondentsAs further proof of theinvestment #a Business Confidentiality Agreement may be withdrawn anytimeAfter the first weekly payout of Four enticed him to invest Fifty Thousand Pesos (P50.000 on 23 October neighbors#became hostile#and affiant was#removed from#the private Caddaraowas attached to the Letter Complaintalleging that theraffiantis a#neighbor#of April Castroand Russel Escalante. andthat#the#latter 2020by promising a weekly payout for ten 10years while the capital ThousandSevenHundred Fiftecn Pesos(P4.715.00the#affiant was convinced#toinvest#anotherOneHundredFiftyThousandPesos (P150.000.00)After receiving aweekly payout in the totalamountof One Hundred#Seventy Three#Thousand#One#Hundred#Fifty#Pesos(l 173,150.00the weekly payoutsstoppedand theirrelationshipas group chat maintained byACCAT 1n his questtoregain whathelost from A second Affidavit dated 27 December 2021 by Micheal Quijote

attached to the Letter Complaing alleging that she met April Castro.also known as MiahTanthrough an acquaintanceApril Castro explained to AthirdAffidavit dated13 December202i by Vilma P.Tesalonawas

Motion(ni)attached as Annexof Annex Ah Ilhd attached as Annex P midahedas Annex ofAmex A

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therein is a copy of the Complaint-Affidavit dated 21January2021 executed for the purpose of filing the appropriate criminal case against her how she could earn and share profits through a hauling business. prompting her to invest a total amount ofOne Million and Eight Hundred One ThousandandSevenHundred Thirty Pesos(P1.801.730.00)without signing a written agreementAfter the lapsc of the fifty(50)day deadline April Castro and Florie#Ramos#were#nowhere#to befound#Attached April Castro and Florie Ramos.

Barangay 181,Zone 16.District 1 of Caloocan City.was issued on 29 May 20zi after April Castro twice falled to appear additionalcapitalinthelatter'sbusiness#calledFMJCollections ManufacturingCoHauling Services#and#AA Castro-Malabanan Letter Complaint executed by lenelyn D. Rosendalland Ronniel Jimenez Siphoning and General Services.Afterreleasing the said amount April Castro was nowhere to be found.#A Certificate to FileanAction by EightHundred Fifty-Six Thousand#Pesos (PB56.000.00) to beused as alleging that April Castro borrowed money from them in the amoumt of A fourth Joint-Affidavit dated 6 December 2021 is attached to the

since the affiant had not yet signed any papers.#Despite the affiant's in entering into a partnership.April Castro claimed that she had hauling business and instead,issued twelve (12) postdated checks from containing One Million.Pesos(P 1.000.000.00)with April Castro and one Luz Aldaveand the two sped off claiming that they already deposited the amount in the joint account#Thejoint accountwasnever actually.created insistence that his money be returned and that he is no longer interested immediately used Five Hundred Thousand Pesos(P 500.000.00)in her Security Bank Lagro Branch. Letter-Complaint by Victorio Ragsag Rea.alleging that he met April open a jolntaccountinSecurity#Bank LagroBranchhoweverwhile waiting#in#the#bank#the#affiant had to temporarily#leave his#bag Castro.also known as Miah Tanthrough an acquaintance,and being in a 50.000.00 payable within one (1) month. She further enticed affiant to create a partnership that required an initial capital of Two Million Pesos (P2.000.000.00)eachDartner construction-related business loaned her#Fifty#Thousand Pesos#(P A fifthAffidavit dated 27 December 2021#is alsoattached in the ontributing50.50#Theythen planned to

CruzateCherylA#SapidaandTeodelinQCruzate.Underth InvestmentAgreementsACCATrepresenteditselfasacompany organized and existing under the Laws of Caloocan North Metro Manila Agreements entered#into by#RonaA#Platon#BelenRDayritLeo#Q On#19#April#2022#Atty#Oria#submittedcopiesof#Investment

Hg thd utached as Annex p

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nboraeistc PESS oAAeaahnoonanm reoTdmgoPeaAouor SeCCDOCNo.08 3

and incorporated underPhilippine Business Corporate Actwith its head office located at Okada Pearl Wing Paranaque.Metro Manila the Philippines with#icense No#SEC210508 with aregistered office at Philippines#Further stated is that AACastro Proiect Tap on Business Investment is incorporated under theCompanies Actand Registered in Narra Avo.Caloocan North Metro Manila Philippines,established byits CEOApril Castro

Construction &Aggregate Trading in OkadaParanaqueand thereafter invested the amount ranging from Fifty Thousand Pesos(P50.000.00 up toOne Million Pesos (P1000.000.00 Salaysav that narrated how the investors got involved with April Castro. Bach investor attended an orientation about the business of A#A#Castro Included with the Investment Agreements were several Sinumpaan

per minimum of 189 cubic meters of aggregates to be hauled/delivered weekly in every Fifty Thousand Pesos(T50,000.00) ofinvestment less than FourThousand (P4.000.00)pesosbut notexceeding Fou Thousand Four Hundred Pesos(P4400.00)in a rate of Php 2326.posos MakatiOfficeof theCity ProsecutorThe Respondents in the Complamt-Affidavit include April Castro,Florie Y. Ramos,and Russel R Escalanteamong othersAccording to Mr.GutierrezApril Castroand bigger scale of hauling business.claiming that she was the owner of AA PublicPartnership Projects# Thousand(Php50.000.00)under 2022 of Mr.Manuel R.Gutierrez for Syndicated Estafafiled before the Florie YRamos offered to sell him300 bottles of perfumeproducts worth Thirty FiveThousand Pesos#(P#35.000.00) but they#failed to deliver#ln lieu thereof April Castro offered him to enter into a new and Castro Hauling Services.and was engaged as a contractor of Private to Also included in the Motionis a ComplaintAffrdavit dated 03June Mr Gutierrez was enticed to invest Fifty the bromise that he will be earning not

and April Castro which involves selling and/orfoffering securitiesto the purepassiveincomederivedfromnumerousfictitiousgeneral general public in the form of investment contracts.with a guaranteed verifytheveracityoftheinformationprovidedinthe Affidavits/Complaints describing the modus operandi of the AA Castro constructions, aggregates, and hauling business. In the course of its investigationthe ElPD was able to confirm and

them belfeve that it operated a legitimate general construction/hauling AA Castro through its officers deceived their victims by making

ated03August2022 I Motion (ni) Annex*F STbid Page 3 of fnve stment Agreement attached as Annex

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its victims#With#a promise#of greatreturn of investment#evidenced by written investment.contracts company which generates profitworthytoinvest on#Respondents lured

weekly at a rate of Php23.26 pesos per minimum of 189.cubic meters of aggregates to be hauled and delivered weckly in every Php50,000.00 of publica weekly income of Php4.400.00but not exeeeding Php4.700.00 AA Castro and April castro represented and offered to the investing

investment ora promisedinterest ofup to 30%#409amonth.thuss

FAmountof Investmem 30,000 25.000 2520/2,700 3200.00 #Calax Project Island Cove Project Not Accepted Not accepred

50.000 410 4700 75000 100.000 (5.500 #7300/8.800 5.875 9.400 150.000 200.000 11.000 14.600 $18.800 14100

300,000 =28,200

promoted#their#investment#schemes#by#conducting#public#events particularly in Okada and Facebook private groups,as well as Youtube Videos. The#EIPD#also#discovered#that#Respondents#advertised#and

respectivelywhere AA Castro'sOffices were allegedly located The EIPD inspection/surveillance#at#Okada#Manila#Caloocan,#and#Bulacan On#three#separate#occasionsns#the#EIPD#conductedocular

however the same was alreadyvacated and closed.Aneighbornarrated thatit was raided by the National Bureauof Investigation (NBI)and is currently.abandoned.ts Washble tolocate one of the alleged officesof the RespondentBulacan

law as it does not have a secondary license from the Commisston public that AACastro headed by April Castro is not authorized to solicit accept or#take#investments/placements#from#the public nor#to issue investment contracts and other forms of securities as defined under the On 26July 2022the Commission issued an Advisory warning the

idJntmdaf SpoueFuly dated7Dembe202ittachedAne Motlon niSummary Repurt on Freld investigationattached as Annex t Ibid Annexn conducteon 19 May 20220june 2022and9june 2022

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TidngAA CasroNoung constucuonMn HehMatertastCrnoocoon and Aggregat Aorerwwthmorc.noAwtarmw.alvr.cwst 1ccDcab22092 aDode Pae Dorno ES

and Monitoring Department(CRMD)the Corporate Governance and theCommissionwithSECCompanyRegistrationNumber 2021110034068-02.Howeverbased on the Negative Certifications issued by the#MSRDand CGFD both ACCAT and ACHCMATO have not prescribed under Sections 8 and 12 of the Securities Regulation Code. Department (MSRD)The CRMD confirmed that ACCAT is not registered withthe CommissionOn the other handACHCMATO is registered with been issued a secondary license toisolicit investments from the public as Finance Department(CGFD)#and the Markets and Securities Regulation The EIPD secured certificationsia from the Company Registration

Hence,the instant Motion

ISSUE

CASTROandApril Castro is warranted based on the findings and evidence presented by the EIPD. Whether the issuance of a Cease and DesistOrder againstAA

RULING

samet The Commission finds merit in the Motion and hereby grants the

CASTRO and April Castro are offering and/or selling securities to the public in the form of investment contracts which promised a passive investment package and qualifies him/her to receive the guaranteed to 4090 interest a month A transaction or scheme wherebyan investor pays#a#determined#amount#set#by#Respondents#to#purchase#an profits and benefits partakes of the nature of#securities#in the form of investment contract income consisting of a wecklypayout and an interest ranging from30% TheEiPD was able to establish by substantial evidence that AA

Section 3.1 of the SRCdefinessecuritiesas follows

miking venture.nnd evidenced by a certificate contractinstrument Sec 3 Defmition or Termst3.i securitiesare shares participation or interesr in a coporation or in a commercial cnterprise or pront whether written or electronic in characterIt include

XX C

#ii Investment contracts certificates of interest or participation in a

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radrgfa Castrg Haing Constren Mapsgonnt and ABengia OpcApt Ora Chega Cast m theMer brA csto Construhonam Agegatw SEC CDOCaSe NO.0B 092 Casu and Desier Order Par9orte

profit sharimg#agreement#cerninicates#of depositfora#uture subscription(Underscoring supplted)

of the SRC defines an investment contract as follows Rule#26.3.5#of the2015#ImplementingRules#andRegulations

#efforts ofothers An investmentrontract is presumed to exist whenever a person seeks to use the money or property of others onthe promise (collecuveyrontrac T#whereby n tpersonlinvests hi money tinf common enterprise and is led to expectprofits primariv throughthe Lof profits "Aninvestment contractIs acontract transncuonor#scheme

investors pool their resourcescreating a common enterprise,even if Acommontenterorise is deemed crented when wo (2)or more the promoter receives nothing morethanbrokercommission (Emphasis and underscoring supplied)

themselves.20 various situations where individuals were led to invest moneyin through theeffortsof thepromoteror#ofsomeone#otherthan money#in#a#way#ntended#to#secure#income#or#profit#from#its employmentInvestment contracts have been used and adopted in contract asa contract or scheme for the placing of capital or laying out of common enterprise with thelexpectation that they would earn a profit In SECvHowey Cothe US Supreme Court defined an investment

over his or her funds and submitstheir control to anotherfor the purpose Phiippines as discussed in Power Homes Unlimited Corp v Securties and investment contract#in our#jurisdiction#to be a security#subject#to followingelements1an investment of money2ina common enterprise3 with expectation of profits4 primarily from efforts of of deriving profits from themhe or she is in fact investing in a security ExchangeCommissionwhere#theSupremeCourtheldthatan others#Under this definition,whenever an investor relinquishescontrol regulation by the Commissionmust be#proved to be attended by the This concept of an investment contract has since been used in the

agrees with the finding of the EIPD which is supported by the evidence Applying the Howey Test to the instant casethis Commission

expected to be solely throughthe effarts ofanotherparty Rule263of the 201fiRR of the SRC investent Co.instiuteCamp.274Supp.624n.D.1967 328US2931946) rbid Ahhough the defininon us stnted in the lowcy Case qualined that the earming of prat was replaced the qualiner with primariyarknowleiging that an investment contract may stll be present where the indivdual Who placed the moneyexerted a small anmourtofifort in an attempt te GRNo164182.Pebrary262008 cam the pronts

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PrachupacaoMauncooenubonManeonow AgrraTRnROPEOCNCT MaerraAAuoeanNuonaAcgat SECDDCHENOD-22ONZ oasandDeitort Fap* 10ot1d

on recordand holds that Respondents are unlawfully engaged in the sale and/or offer of securities in the form of an investment contract.

moneyto an enterprise or venture in#a manner that subiects himselfto financial lossts First there is an invostment of money when an investor commits

P50.000.00to almost Two Million PesosP2,000.000.00).The evidence where investors were demanding the returns and/or reimbursement of investments: complainant Investors in#amountstranging from Fifty Thousand Pesos on record#shows that there#was an actual#investment of money by investors#asallegedin thecomplaints/affidavits filed withthe#EIPD In the instant case,the Respondents actually received money from

invested funds for a common purpose is requfred in order to satisfy the moreinvestors#pool#thelr#resources#Thus#joint participation#by common enterprise element.24 investors#in the same#investment enterprise#achieved by#pooling the Seconda common enterprise is deemed created when two (2) or

its fictitious generalconstructionaggregates trading.and hauling businesswhich they areselling to the public.Paragraph 5of the Respondents act of pooling the money invested by investors to maintain Investment Agreementr provides! In#the#instant#case, there#is a common enterprisetconsisting of

SPURPOSE OF SUBSCRIPTION MONIES

that the proceeds of the Investment will he apoliedby the company for HAUL ING SERVICESand AggregatesTrading and other materials [and for the purpose of paying the costsncurred,in connecuon with the FEBS.I#(Emphasis supplied) theipurposes of the Bustness in hrrordance with the Busines Plan. investment onlyas approved hythe investors[NBAA CASTRO TAP ON BUSINESS INVESTMENTFUNDS MUST NOT BEAPPLIEDTOWARDS The Company and the Executives undertake tothe Investors

on their investment.26 both casesinvestors arefatiracted primarily by the prospects of a return appreciation resultingfrom the development of the initial investment or participation in earnings resulting from theuse of investorsfundsIn Thira. thereis#an expectation of profit either through capital

zePower liomes Unlimited Corporatony.Serurties and Exchange Commtssion wsrc vntunatonar Mining Exchingeine.51ssupp.1062 Wasnowic v chicago BdoTrade 352 F Supp 1066 Monon(1).AnnexD

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yearwhileothers were promised returns of notless than Four Fifty Thousand Pesos (P50.000.00) of investment. and interest returns. ranging from twenty percent (20%7to thirty investment of FourThousand Seven Hundred Pesos (P4.700.00)for one investorsof AA CASTRO whowerelpromised guaranteed weekly payout percent (30%.z Other investors were promised a weekly return of Thousand (P 4.000.00pesos but not exceeding FourThousand Four HundredPesos(P4.400.00)inarateofPhp23.26pesosperminimum of 189 cubic meters of aggregates to be hauled/delivered weekly in every In the instant case#there is#an expectation of profit on the part of

required to perform any act other than to part with their money and primarily from the efforts of others#Investors of AA CASTRO were not deposit the same with the Respondents. Fourthinvestorsexpected to earntheirguaranteedprofits

paragraphs of the Investment Agreement of AA Castro provides AA Castro Construction & Aggregate it was stated in her contract that after one (1) month from the date of processing she will receive her pay delivering a checkworth One Million Pesos(Pi.000.000.00)toinvest in out#inadditiontothewords ofinducement by April Castro.the following Inthe Affidavit of Belen Dayrit dated 18February 2022after

Articles[and insofar as it does not jeopardize any PTOBI relef advance and in writing than#1.546CBM#Per#Annum#ofits#profitsl available#for distribution in each financial year of the Company by way of dividend unless otherwise agreed with the Investor Majorityin 11(Dividend Policy)Subiect ro the provisions of the Act and the availabletto the Investorst the Company shall and the Executives shall nrocure that ths companvshaiseekatoriistibutenotess

15 Earning Profit

151 At Completion.the Company wi

8.754.48 per week,35.017.92 per MosAnd 315.161.28Pcsos 6.55.80 as of the year 2021 seriesearning varies on the rate of per Annum to the Investors andDeliverit by Year Annumby Weekly Basis of 48 weekscquivalent by weckly Pay out Basis of 15.1.1#Ipaythe#negotiation EarningprontBasedRate#or

s Ind Paraaph 9or ComplmnAmdavrttachedaAnnext xMoion n sinumpuang solayy of Rona Platodated21 February 2oz ttnched as Annex D Moonn Paragraph #Joint Amdavit (n13)

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Tracng/AA CasroMavllo Constr MNToAoonty Aggreg tes Trsting ope C100N00820 ArlGracleac Lmond0eoors

stocks yenrly)l#(Emphasis supplied)

ACCAT and ACHCMATO's investment scheme involves public offering of securities as defined Rule3.117 of the 2015IRRof the SRCthus Moreover the evidence presented by the EIPD also shows that

whether solicited or unsolicited#Any#solicttation or#presentation of securities for sale#through any or the followmg modes shall be presumed to be a public offering "Publioffering is any offeringofsecurities tothe publicior to anyone

*X

3.117.2Presentation in any public or commercial pace

3.i.17.3.Advertisement or announcement onradio, sa levision.#telephonetelectronictcommunications.

forms of .communication (Emphasis supplied) informationrommunicarion technologv ot anv other

contemplated in the afore-quoted provision guaranteedreturnsconstitutespublicofferingofsecurities presentations conducted in public events at Okada and Facebook private groupstas well as Youtube videosinviting and enticing investors to part with their hard-earned#moneywhere#they#arepromisedto receive offering#its#unauthorized#investment#schemethrough#business The act of the Respondents AA Castro and Aprl Castro,in publicly

requirement of securing a duly approved registration statement before a to the public without a registration statement duly fled with and security can be offered or sold to the public to wit. approved by the Commission#Section 8.1 of the sRC provides for the The SRC clearly provides that securities cannot be sold or offered

approved by the Commission Prior such sale infonmation on the may#prescribeshall be#made#avallable#to#each#prospective purchaser(Rmphasis and underscoringsupplied) shall not besold or offered for sale or distribution within the Philipnines withour a registrationstatement duly fled with and securitiesin suchform and with such substance as the Commission Sec8Requtrementof Registration of Securities8.1 Securiltes

contractstothepublicwithouttherequisite licensefromthis Castro and April Castro are not authorized to sell or offer investment In the context of the afore quoted provisionit is clear that AA

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Trab nACsoro Haung Consruruon Masaeman a intheMotteuAAcasto.consbonand Mewgate AggrenteTmoorewanalcrwCala.coso SEC Cb0 No08 22.097 Coneandturd Pasc bri6

desist#order#because#the#act#of#AA#Castro#and#April#Castro#in selling/offering unregistered securities operates as a fraud to the public whichif unrestramedwill lfkely.cause grave or irreparableinjury or prejudiceto the investing publict CommissionThis undoubtedly warrants the issuance of a cease and

Commtssionvs CH Development Corp.3(SECvs CIH.where the Supreme Commission of aviolation ofthe SRC that will likely defraud or cause grave or irreparable injury to the investing public thust Court emphasized the prompt issuance of a CDo aftera finding by this The foregoing finds support in the case of Securities and Exchange

..to the public that the SECis obligedto protect to investorsThere is goodheason for this provision as any delay in the hnddesistorder that aims to curtall fraud or grave orirreparable injury requtred whenever the Commission finds it appropriate to issuea cease restraint of acts that yield such results can only generate further injury issued by the SECmotu proprioit being unnecessary that itresuits from averified complaint frbm an aggrieved party A prior hearmg is also not #The law is clear on the point that a cease and desist order may be

Relative thereto Section 64 of the SRCprovides thar

properinvestigation or#verinicaton#motu#propro or upon#verified complaint byanygarieved party#mayissue a cease and desist Injurytor prejudice to the investing public(Emphasis supplied) order without the necessity of a prior hearing if in itsjudgment theact or practiceunless restrainedwill operate as a fraud on investors bris otherwise likely to cause grave or#irreparable Sechon 64Cease ond Desisr Order64.1#The Commissionafter

verification;and secondthere must be a finding that the act or practice likely to cause grave or irreparable injury or prejudice to the investing publie 33 order#firstthere#must bea conduct of a properinvestigationor unlessrestrainedwill operate as a fraud on investors#or#isotherwise requlrements that must be met prior to the issuance of a cease and desist Theaforequoted#provisionembodiestwo2essential

the various documents gathered and submitted in support of its Motion showing Respondents AA CASTRO and April Castro's unauthorized and fraudulent investment-taking activities.The EIPD was able to properly Investigauon was conducted by the ElPD as evidenced by itsTeport and Asto#the#first#requirementthe#records#show#that#a proper

154131 July 202006 1G R No 210316#November 26.2016 Securines and Exchange Commfesion vs Terformance Foregn Exchange corporationGR No ection 6of che Securities Rogulauion Code

SEC OG

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nAgoae TowgteTraungopeu worooroechaacr SDOENORO Cerse nd Desist Orde x

verify the complaints filed by the investors who invested money and who presented the following evidence in support of itsMotiont werelin effect defrauded by AA Castro and April Castro#The EIPDalso

Negative certificationsissued by the CRMD OGFD and#the MSRD#to the#effectthat(a) ACCAT#is#not registered with#the#Commission#with SEc#Company Tegistered with the Commission and(b)ACHCMATOis

pending application#for#registration/permit#to#sell Registration Number#2021110034068-2##However both respondent entities have not fled nor have any

offer and/or#sell securities to thetpublictand are not funds#and proprietary/non-proprietary#shares#or membership.certificates or timeshares registered issuers of mutual funds exchange of traded securities,and (b) have not been issued any licenseto

Negative certificarion issued by the CRMDthat ACCAT isnot a registered.corporation#

FieldInvestigation Reportasproof of the ocular inspection conducted of the officesof AA Castros

4Complaint-Affidavitofinvestorswithsupporting investment.contracts

Thesecond requirement is also present

3,000.000.00.However.the investments involved huge amounts e.g ClearlyRespondenr'sbusinessmodelandcapitalizationcannot sustain the promised#returns#on #investment.#especially#if no#new investments of new recruits/investorsThis is a fraudulent scheme which will likelycause grave or irreparable injury or prejudice to the investing guaranteed weekly payout between30%to 40%of the invested amount investor #wil#come in# Pav-outs#for#investorst are#financed#rom public. minimum#investment#amount#of#Php50.000.00#with#a#promise#of The AOIofACHCMATOshowsacapitalizationofonlyPhp

fraud is attendant in the act of selling and/or offering securities without therequisite license thus. Moreover it bears emphasis thatas held in the caseof SECvs. GlH

Motionn1Annexesctoc-2

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Tdinaseauneoao NgaTraiwOpchoAur SD0CN0E2Z02 Caaeandbexistoraor PS0TSHI0

toeach prospe ctive buyerEmphasis and underscoring supplied) with such substance as the SEC may prescribe,shall be madenvailable that prior to such salo information on the securities,intuch form and Section Si of the SRCclearly states that securities shall not be sold or offeredfor#saleor#distribution#Within the Philippines without a registration statement dulynled with and#approved bythg SBCand as a fraud on investors as it deceivesthe investing public by making it appear#that respondents have#authoritvtordenl pn such kecuirities The act of sellingunregisrered sccurities woud necessarily onernte

SRCThis warrant and justifies the immediate issuance of a cease and investment contracts constitutes a clear violation ofthe Section 8 of the thisCommissionAA Castro#and April Castro sactof selling/offering desist order Without the registration statement duly filed with and approved by

WHEREFORE #oremisos# consideredAACASTRO :

activities/transactionsintil therequisiteregistration statements are duly filed with and approved by the Commissionand the corresponding in promotingand facilitating selling and/or offering for sale securities license and/or permit to offer/sellisecurities are issued salesmensolicitorsagentsuplines enablers and influencers,and any and all persons#claiming and acting for and intheir behalf arehereby directed to IMMEDIATELY CEASE AND DESIST from further engaging intheformofnvestmentcontractsand/orother HAULING#CONSTRUCTION MANAGEMENT#AND#AGGREGATES TRADING OPCandAPRIL#GRACECALLEJA CASTRO,representatives, CONSTRUCTION#AND#AGGREGATESTRADING/AA#CASTRO

Order. The Commission will institute the appropriate administrative and criminal action against any persons or entities found to act as solicitors information providers,salesmenagents,brokers,dealers or the like fon and on their behalf# behalf are likewise directedto CEASEtheirinternet presencerelating to AGGREGATES#TRADING OPCAnd#APRILGRACE CALLEJA CASTRO representatives#salesment#solicitors#agents#uplines#enablers#and the transactions and investment scheme covered by this Cease and Desist CASTRO#HAULING#CONSTRUCTION##MANAGEMENT#AND influencersand any and all persons claiming and acting for and in their AA CASTRO CONSTRUCTIONAND AGGREGATESTRADING/AA

and acting for and on its behalf from transacting any business involving operators,#directors#Officers,# promotersand all persons,conduit entities and subsidiaries claiming TRADING OPC#andAPRIL GRACECALLEJA CASTRO#itspartners CONSTRUCTION#AND#AGGREGATES#TRADING/AACASTRO HAULINGCONSTRUCTION#MANAGEMENT#AND#AGGREGATES Finallythe#CommissionherebyPROIBITSAACASTRO #salesmen#agents#repnescntatives,

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THAACANNO Hnng O MeocaAaho Aeregator Tannk or cNdpnGrereer ie COHNO2D tse nd Dasit orte Polsaa

to ensure the preservation of the assets for the benefit of the investors properties,real or personal.including but not limited to bank deposits, participation whatsoever,directly or indirectly under its/their custody the funds covered by this CDO in itsdepository banksand from transferring#disposinglor#conveying#in#any #manner#all#assets of which theinamed persons herein may have any#interest claim or

and the Department of Information and Communications Technology for their information andappropriate action departments/offices of the Commissionthe Bangko Sentral ng Pilipinas the Department of Trade and Industrythe National Privacy Commission Commission swebsiteandfurnishedtoallrelevantoperating #Let#a copyof this Cease andDesist Orderbe posted on the

within five(5) davsfrom receipt thereofThe Motion to Lift the CDO Section 4-3 of the#2016 Rules ofProcedure#ofhe Commissionthe parties subject of this CDO may file a verified Motfon to Lift the CDO must be filed to the Commission En Banc through the Office of the General Counsel In accordance With the provisinns of Section 64.3 of the SRC and

FAIL NOTUNDERPENALTY OF LAW

SO ORDERED

Makati City Philippin

EMILIOB.AQUINO Chairperson

JAVEYPAULD.FRANCISCO KELVINET 3

Commisstoner Commissioner

KARLO SBELLO SRYANTT FERNANDEZ sommts

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