SPAV SOLUTIONS CORP. DOING BUSINESS UNDER THE NAMES AND STYLES OF EMPORIA INSTITUTE, EMPORIA (FORMERLY SPAV SOLUTIONS CORP.), JAMES RYAN A. SUMILANG, NEILBERT A. ABELLA

Republic of the Philippines Department of Finance Securities and Exchange Commission COMMISSION EN BANC In the Matter of: SPAV SOLUTIONS CORP. DOING AND BUSINESS UNDER STYLES OF THE NAMES EMPORJA SUMILANG, INSTITUTE. (FORMERLY CORP.), ABELLA. JAMES SPAV NEILBERT SOLUTIONS RYAN EMPORIA A R. Respondents, SEC CDO Case No.11-21- 076 ENFORCEMENT AND INVESTOR (EIPD), PROTECTION DEPARTMENT Movant. CEASE AND DESIST ORDER securities are issued. and acting for and in its behalf, to immediately cease and desist from further contracts, and to cease and desist from using the online platform and/or its social media account(s) in relation to its unauthorized investment-taking activities until the requisite registration statements are...duly.filed-with-and approved by the Commission, and the corresponding permits tovoffer/sell influencers and any and all persons, conduit entities and subsidiaries claiming engaging in the sale and/or offer of securities in the form of investment (FORMERLY SPAV SOLUTIONS CORP.) ("SPAV SOLUTIONS"), and its operators, directors, officers, representatives, salesmen, agents, enablers, (the "Motion") dated 29 November 2021 filed on even date by the Order be issued directing Respondents SPAV SOLUTIONS CORP. DOING BUSINESS UNDER THE NAMES AND STYLES OF EMPORIA Enforcement and Investor Protection Department (EIPD), praying that an This resolves the Motion for Issuance of a Cease and Desist Order CERTIFIED TRUE COPYO THE DOCUMENTS ON RECORD PAGE 1A PACES B the Commission, Respondent SPAV SOLUTIONS or any of its officers. representatives, salesmen, and agents be immediately prohibited from transacting any and all business involving the funds in its depository banks The EIPD also prays that unless the appropriate authority is granted by and from transferring, disposing, or conveying in any other manner, any and which the named persons herein may have any interest, claim or participation all assets, properties, real or personal, including bank deposits, if any, of preservation of the assets for the benefit of the investors. to forestall grave damage and prejudice to all concerned and to ensure the whatsoever, whether directly or indirectly, under their custody, immediately PARTIES persons and entities engaged in the sale and/or offer of unregistered securities among others, to investigate and institute administrative actions against without the requisite secondary license.' The EIPD is one of the Commission's operating departments tasked. issued a Certificate of Incorporation bearing Company Registration No. One Global Place, 5th Avenue Corner 25th Street, Fort Bonifacio, Taguig City. CS201815812 on 31 July 2018. Its principal office is located at Level 10-1 existing by virtue of the laws of the Republic of the Philippines, having been SPAV SOLUTIONS is a domestic corporation duly organized and IS: Its primary purpose per its Amended Articles of Incorporation (AAOI)2 pursuit of its long term purposes and objectives: such assistance may include the identification of option with recommendation, the provision of entity or corporation nor engage in the practice of any licensed profession" of management of objective advise and assistance relating to the strategy, structure, management and operation of an organization or individual in an additional resource and or implementation of solutions, except management of funds, securities, portfolios, or similar assets of the manage "To engage in the business of a consultancy firm, to engage in the provision investments/placements from the public neither shall it issue investment contracts. "3 (Emphasis supplied) Provided that the corporation shall not solicit, accept or take Its Board of directors as appearing in its AAOI are as follows: 1 Section 2-2(c)(1-c), Rule l1, Part I of the 2016 SEC Rules. Mt O 2 Annex "A" of the Motion 3 Annex "B" of the Motion. HE D CERFIFIFD TRUE COPY UMENTS OFRECORD PAGE AEHT NAMES ADDRESS SUBSCRIBED PAID-UP Marian Louise P. Vailoces Hannah B9 L60 Oriole St., Molino City, Cavite South IVBacoor 1 Camella P40,000.00 AMOUNT P10,000.00 CAPITAL H. Purisima Christine Cassandra B27 L3 Lychees RD, Palmera Dolores Taytay, Rizal Hills (pob 6 P40,000.00 P10,000.00 Sumilang James Ryan 41 City Agustin, Mallari Malabon San P95,000.00 P23,750.00 Neilbert R. Abella Saint Gregory 322 Pentecost St., Isidro Cainta, Rizal San P72,500.00 P18,125.00 Kingson C. Lasco Manggahan City St., Karangalan Vill. 4233 Karangyaan Pasig P2,500.00 P625.00 RELEVANT FACTS making it appear to the public that the corporation is engaged in a foreign currency trading business, and enticed the public to invest therein. Sumilang) and Neilbert Abella (Mr. Abella) operated SPAV SOLUTIONS by Immediately after its incorporation, Respondents James Sumilang (Mr. perpetrators for violation of Sections 8, 6, and 28 of the Securities Regulation Mr. Robert B. Gaytos (the "Gaytos Complaint"), which requested for investigation of the alleged investment scam committed by the officers and directors of SPAV SOLUTIONS, and the subsequent prosecution of its Code.5 alleged unauthorized investment-taking activities of SPAV SOLUTIONS, the first of which was the Letter-Complaint dated 18 September 2020 filed by Beginning January 2021, the EIPD started receiving complaints on the inquiries regarding the unauthorized investment-taking and solicitation activities of SPAV SOLUTIONS filed by Cesar G. Castillo, Janice Autriz, Deborah Jane G. Bathan, Roxanne Mikaela Theryss S. Dalistan, John Allen The EIPD subsequently received several other complaints, reports and 4 Annex "B" of Motion dated 29 November 2021. 5 See Page 14 of the Gaytos Complaint (Annex "B" of the Motion) FHE DOCUMENTS CERTIFIED TRUE COPY O RECORF PAGE 1 A Erni, Louie Alexis S. Gopico, Jillian Louisse D. Magtalas, and Wency Jay T operations of SPAV SOLUTIONS for possible violation(s) of the SRC, the and regulation being implemented and administered by the Commission. Revised Corporation Code of the Philippines ("RCC") and such other rules Alcantara, which prompted it to conduct a formal investigation on the information on the modus operandi of SPAV SOLUTIONS, as follows: In the course of its investigation, the EIPD was able to gather and verify. I. The investment business is similar to a mutual fund foreign currency trading; funds which SPAV SOLUTIONS will use to invest in wherein investors would contribute money to a pool of I The pooled funds will be traded for at least one (1) trading Management Fee for James and Neil's group; cycle of three (3) months. After a trading cycle, the profits 40 percent sharing: 60% for the investors and 40% as derived from the trade of the fund will be divided on a 60- I for the next trading cycle; At the end of one (1) trading cycle, the investor can opt to re-invest the accumulated proceeds and have it rolled-over N legitimate, SPAV SOLUTIONS, through Mr. Sumilang and Mr. Abella, sends monthly reports, via email, on the performance of the fund, which is presented in an To give investors the impression that the business is investment cycle can be computed using the last report for the cycle; accumulated basis such that the ending balances of every V The minimum investment amount is Twenty Thousand its operations normally generate an average yield of thirty percent (30%) for a three (3)-month trading period.7 conservatively pegged at ten percent (10%) per month. SPAV SOLUTIONS, however, informed the public that Pesos (Php20,000.00) and the net return of investment is Complaint") was able to show that Mr. Abella maintained a Facebook group representatives have published/posted the foregoing investment scheme on the website of the corporation, as well as in their respective Facebook accounts. The Complaint-affidavit8 of Ms. Janice D. Autriz's (the "Austriz SPAV SOLUTIONS and its directors, officers, agents and % Dated 26 February 2021. 6 Ibid, Annex "C to C-7 I Ibid. "ER"TIFIFD TRUE COPY O fyei ECORD named "Neilboi FX which he used to chat with other investors and give relevant information relating to the operations of the company, the bank account which investors can use to deposit the investment, and the email address where the other requirements and information are to be sent. The EIPD was also able to confirm that SPAV SOLUTIONS executed the trading was allegedly made, indicating therein a purported trading sheet based on the monthly reports, the fund was performing well, and on this basis. encouraged them to continuously renew their respective PAMM would send monthly PAMM Performance reports and email reports to the investors under the name of PRIMUS GLOBAL LTD., the platform where management fees. Complainants were informed by SPAV SOLUTIONS that CONTRACTS and roll their investments, and to invest more. 1o0 and entered into a Percentage Allocation Money Management Services (the "PAMM CONTRACT") with all its investors, with Mr. Sumilang and Mr. Abella as the Fund Managers. Under its investment scheme, Respondents computation of the investors' current investment yield after deducting the for the pool of funds, and a separate email showing the status and a sample online forex trading platform," in trading the fund, and made it appear that of the company. Subsequently, the EIPD was however able to confirm through a Facebook Messenger chat with Edmund Tejano that Mr. Sumilang was misrepresenting himself as Edmund Tejano. The real Edmund Tejano also confirmed in the same Facebook Messenger thread that FXPrimus was not involved with the Respondents.12 found that Respondents were claiming that they were using FXPrimus, ar one Mr. Edmund Tejano, the Head of Business Development of FXPrimus. was answering questions of investors who were suspicious of the operations In carrying out its alleged unauthorized investment scheme, the EIPD his wife after he sent Demand Letters dated 01 October 202014 requiring the accounts.13 The same thing happened to Mr. Louie Alexis Gopico, who alleged to have lost communication with Mr. Sumilang and Mr. Abella and return of his investments. the return of investments and after several excuses made relating to the delay of the return, Mr. Sumilang and Mr. Abella have deactivated their Facebook The Gaytos Complaint also revealed that after numerous demands for unauthorized investment-taking activities of SPAV SOLUTIONS by the numerous complaints that were filed with it, and which were submitted in The EIPD substantiated the allegations and findings relating to the 9 Metrobank Account number "504 3 504 44609 4' under the name of "Neilbert Abella. 10 Motion dated 29 November 2021. 14595 and registered address at Govant Building, BP 1276, Port Vila, Vanuatu 12 Annex "C to C-7" of Motion dated 29 November 2021. 11 Operated by Primus Markets INTL Ltd, a member Company of the FXPRIMUS.Group, with-registration-num OG 13 Ibid, Annex "F." 14 Ibid, Annex "." THE I CERTFIED TRUECOPYO JMEN PAGE C support of the Motion. The numerous complaints which the EIPD submitted in evidence show that a considerable number of investors, mostly from the accounting community, former colleagues of the Respondents, were scammed by the latter. On 12 August 2021, the Commission issued an Advisory informing and warning the public that SPAV SOLUTIONS is not authorized to solicit, accept or take investments/placements from the public, nor to issue, sell or law as it does not have the requisite license from the Commission.15 offer investment contracts and other forms of securities as defined under the Monitoring Department (CRMD), the Corporate Governance and Finance (MSRD) which all showed that while SPAV SOLUTIONS is a registered and S & A ENTERPRISES INC. Department (CGFD), the Markets and Securities Regulation Department corporation, SPAV SOLUTIONS CORP. as a Lending Company, Broker The EIPD secured certifications1 from the Company Registration and EMPORIA INSTITUTE, INC. A issued a secondary license of Securities, Dealer in Government Securities, Investme 1 Investment Company P.VAILOCES,KINGSON C. LASCO, and Investment House and Transfer Ag CHRISTINE CASSANDRA H. PURISIMA Resr MARIAN HANNAH LOUISE fications also confirmed that pondents JAMES RYAN A SUMILANG, NEILBERT R. ABEL have e not been issued a Certificate Investment Company Adviser, and/or Mutual Fund Distributor.1 Salesman and/or Certified Investment Solicitor of a Broker Dealer in Securities Investment, Investment House, Underwriter of Securities, of Registration as registered Associated Person, Compliance Officer, a registered corporation, and that S & A Enterprise Inc.'s Certificate of Registration was revoked pursuant to an Order dated 2 August 2006. The EIPD also secured a certification that Emporia Institute, Inc. is not CORP., EMPORIA INSTITUTE INC., and S & A ENTERPRISES INC., confirming that the said entities are not registered issuers of mutual funds, not licensed to offer or sell such securities to the public. exchange traded funds, proprietary/non-proprietary shares or membership certificates, and timeshares under Sections 8 and 12 of the SRC and therefore, The CGFD issued negative certifications against SPAV SOLUTIONS ISSUE SOLUTIONS is warranted based on the findings and evidence presented by the EIPD. Whether the issuance of a Cease and Desist Order against SPAV 1 Ibid, Annexes "K," "," and "M. 15 Ibid, Annex "N." t 17 Ibid, Annexes "K." CERFIFIED TRUE COY T THE DK KECORE DAC E RULING The Commission finds merit in the Motion and hereby grants the same. SOLUTIONS is offering and/or selling securities to the public in the form of The EIPD was able to establish by substantial evidence that SPAV investment contracts without the requisite license from the Commission Section 3 of the SRC, defines "securities" as follows: or electronic in character. It includes: interest in a corporation or in a commercial enterprise or profit making venture and evidenced by a certificate, contract, instrument, whether written "Sec. 3. Definition of Terms. -- 3.1. "Securities" are shares participation or i. Shares of stocks, bonds, debentures, notes, evidences of indebtedness, asset-backed securities; subscription." (Underscoring supplied) ii. Investment contracts, certificates of interest or participation in a profit sharing agreement, certificates of deposit for a future An investment contract is defined as follows: profits. person invests his money in a common enterprise and is led to expect profits primarily through the efforts of others. It is presumed to exist when a person seeks to use the money or property of other persons on the promise of "An investment contract is a contract. transaction or scheme whereby a receives nothing more than a broker's commission." (Emphasis and A common enterprise is deemed created when two (2) or more investors underscoring supplied) "pool"" their resources, creating a common enterprise, even if the promoter money in a way intended to secure income or profit from its employment.18 contract as a contract or scheme for the placing of capital or laying out of individuals were led to invest money in a common enterprise with the expectation that they would earn a profit through the efforts of the promoter or of someone other than themselves. 19 Investment contracts have been used and adopted in various situations where In SEC v. Howey Co., the US Supreme Court defined an investment Philippines as discussed in Power Homes Unlimited Corp. v. Securities and This concept of an investment contract has since been used in the acknowledging that an investment contract may still be present where the individual whoplaced the money exerted a 19 hid. Although the definition as stated in the Howey Case qualified that the earning of proft was expected to be solely through the efforts of another party, Rule 26.3 of the 2015"IRR of the SRC replaced the qualifier Witi "primarily " small amount of effort in an attempt to earn the profits. 18 328 U.S. 293 (1946) THE D IAFIS RiK'R PAGE A Exchange Commission20 where the Supreme Court held that an investment profits, (4) primarily from efforts of others. Under this definition, whenever contract in our jurisdiction, to be a security subject to regulation by the an investment of money; (2) in a common enterprise; (3) with expectation of Commission, must be proved to be attended by the following elements: (1) control to another for the purpose of deriving profits from them, he or she is an investor relinquishes control over his or her funds and submits their in fact investing in a security.2 SPAV SOLUTIONS is engaged in the sale and/or offer of securities in the form of investment contract without the requisite license, in clear violation of Section 8 of the SRC and Rule 3.1.17 of the 2015 IRR of the SRC. Applying the foregoing to the instant case, this Commission finds that SOLUTIONS of the purported soundness and legitimacy of its complainants is supported by the electronic transfer receipts himself to financial loss.22 In the instant case, the investors of operations, and were enticed by the guaranteed return of investments. Moreover, the actual investment of money made by issued by the bank and the demand letters sent by complainants. SPAV SOLUTIONS parted with their money by depositing the same into the designated bank accounts of SPAV SOLUTIONS. The evidence on record shows that complainants actually First, there is an investment of money when an investor commits money to an enterprise or venture in a manner that subjects invested money after they were made to believe by SPAV pooling the invested funds for a common purpose, is required in order to satisfy the common enterprise element.23 In the instant business carried out by Respondents, as evidenced by the PAMM more investors "pool" their resources. Thus, joint participation by investors in the same investment enterprise, achieved by CONTRACTS. Second, a common enterprise is deemed created when two (2) or case, investors of SPAV SOLUTIONS invested in a 'common enterprise consisting in the alleged foreign exchange trading their investment."24 In"the instant case, the complainants and investors specifically invested their money because SPAV the development of the initial investment, or participation in earnings resulting from the use of investors' funds. In both cases. investors are "attracted primarily by the prospects of a return on Third, profit is either through capital appreciation resulting from 20 G.R. No. 164182, February 26, 2008. 22 SEC v. International Mining Exchange, Inc., 515 F. Supp. 1062. 23 Wasnowic v. Chicago Bd. of Trade 352 F Supp 1066. 21 Investment Co. Institute v. Camp, 274 F. Supp. 624 (D. D.C. 1967) 24 Power Homes Unlimited Corporation v. Securities and Exchange Commission. TT3 2 A YR steady income from their investments. percent (3%) of the total pool of the managed funds or an average of 30% for three (3) months trading period. This promise of a guaranteed return created in the investors an expectancy of a SOLUTIONS promised them a guaranteed return of up to three officers, agents and representatives, act of allegedly investing Respondent SPAV SOLUTIONS its affiliates, its directors. and managing the pooled funds in foreign currency trading. Fourth, investors expected to earn their guaranteed profits primarily from the efforts of others primarily consisting of unauthorized investment scheme through business presentations conducted investors to part with their hard earned money where they are promised to via Facebook Group, Facebook Messenger and Zoom, inviting and enticing Moreover, the act of SPAV SOLUTIONS in publicly offering its receive guaranteed returns, constitutes public offering of securities as defined Rule 3.1.17 of the 2015 IRR of the SRC, thus: to be a public offering: "Public offering is any offering of securities to the public or to anyone. securities for sale through any of the following modes shall be presumed whether solicited or unsolicited. Any solicitation or presentation of Philippines; 3.1.17.1. Publication in any newspaper, magazine or printed reading material which is distributed within the 3.1.17.2. Presentation in any public or commercial place; 3.1.17.3. Advertisement or announcement on radio, television, telephone, electronic forms of communication; or information communication technology or any other communications. brochures or any offering material in a public or 3.1.17.4. Distribution and/or making available flyers commercial place or to prospective purchasers through the postal system, information communication technology and other means of information distribution." (Emphasis Supplied) be sold or offered for sale or distribution within the Philippines, without a registration statement duly filed with and approved by the Commission, thus: Section 8.1 of the SRC categorically provides that securities shall not not be sold or offered for sale or distribution within the Philippines. and with such substance as the Commission may prescribe, shall be made without a registration statement duly filed with and approved by the Commission. Prior such sale, information on the securities, in such form "SEC. 8. Requirement of Registration of Securities. -- 8.1 Securities shall CER+IFtFb TI RECORE PAC available to each prospective purchaser."(Emphasis and underscoring supplied) In connection thereto, Section 12.1 of the SRC states that all securities required to be registered under Subsection 8.1 shall be registered through the filing by the issuer in the main office of the Commission, of a sworn registration statement with respect to such securities, in such form and registered with the Commission as the same is considered a security, thus: Commission,25 the Supreme Court ruled that an investment contract must be containing such information and documents as the Commission shall prescribe. In the case of Power Homes Unlimited v. Securities and Exchange registered with public respondent SEC, otherwise the SEC cannot protect investing public's level of confidence in the system." "As an investment contract that is security under R.A. No. 8799, it must be the investing public from fraudulent securities. The strict regulation of securities is founded on the premise that the capital markets depend on the a fact that was duly established by EIPD, the issuance of CDO for the protection of the investing public is thus warranted. offer of securities in form of investment contract without the requisite license, Considering that SPAV SOLUTIONS is engaged in the sale and/or Relative thereto, Section 64 of the SRC provides that: to cause grave or irreparable injury or prejudice to the investing public. proper investigation or verification, motu proprio or upon verified complaint by any aggrieved party, may issue a cease and desist order without the necessity of a prior hearing if in its judgment the act or practice, unless restrained, will operate as a fraud on investors or is otherwise likely "Section 64. Cease and Desist Order. --- 64.1. The Commission, after irreparable injury or prejudice to the investing public.26 requirements that must be met prior to the issuance of a cease and desist order: first, there must be a conduct of a proper investigation or verification. will operate as a fraud on investors or is otherwise likely to cause grave or and second, there must be a finding that the act or practice, unless restrained. The afore-quoted provision embodies the two (2) essential finds that the requirements prescribed in Section 64 of the SRC have been met. After a careful evaluation of the records of the case, this Commission was conducted by the EIPD as evidenced by its report and the various EIPD was able to properly verify the complaints filed by the investors who documents gathered and submitted in support of its Motion showing SPAV SOLUTIONS' unauthorized and fraudulent investment-taking activities. The As to the first requirement, the records show that a proper investigation 26 Securities and Exchange Commission vs. Performance Foreign Exchange Corporation, G.R. No. 154131. 25 Note 18, Supra. D July 20, 2006. THED UMENS RFO C invested money and who were in effect defrauded by SPAV SOLUTIONS The EIPD also presented the following evidence in support of its Motion: (1) Negative certifications issued by the CRMD, CGFD, and the MSRDto the effect that: (a) SPAV SOLUTIONS CORP. have not filed nor have any pending EMPORIA INSTITUTE INC., and S & A ENTERPRISES INC application for registration/permit to sell securities; and (b) have not been issued not registered issuers of mutual funds, exchange of traded funds. and proprietary/non-proprietary shares or certificates or timeshares; any license to offer and/or sell securities to the public and are membership INSTITUTE INC., and S & A ENTERPRISES INC. are not registered corporations. (2) Negative certifications issued by the CRMD that EMPORIA any entities engaged in solicitation activities guised as financing for and on behalf of Respondent SPAV SOLUTIONS CORP. or companies. Commission warning the public to exercise caution in dealing with any individuals or group of persons soliciting investments (3) SEC Advisory dated 12 August 2021 issued by the (3) Complaints of investors with supporting documents, including a letter27 for preliminary investigation addressed to the SPAV SOLUTIONS enticing the public to invest their money managed funds or an average of 30% for a three (3) month Chief City Prosecutor that confirms the modus operandi of with a promise of up to three percent (3%) of the total pool of trading period. that The second requirement is also present as it is evident from the records the supposed forex tradings from which SPAV SOLUTIONS sources of SPAV SOLUTIONS' profits which were used to pay the returns scheme employed by SPAV SOLUTIONS has the characteristics of a Ponzi scheme as it promises exorbitant returns with little or no risk to investors as Rico Z. Puerto,28 where the Supreme Court held that: supposedly earned its profits is non-existent. Given this, it is clear that the of its investors were derived not from legitimate businesses activities but solely from the unauthorized investment-taking activities. The investment exemplified in the case of People of the Philippines vs. Palmy Tibayan and the payment of purported returns to existing investors--from"funds "To be sure, a Ponzi scheme is a type of investment fraud that involves 27 Annex " of Motion dated 29 November 2021. 28 G.R Nos. 209655-60, January 14, 2015. Tte CERTIFIFD TRUE COPY O ME tr focus on attracting new money to make promised payments to earlier- by promising to invest funds in opportunities claimed to generate high returns with little or no risk. In many Ponzi schemes, the perpetrators contributed by new investors. Its organizers often solicit new investors promised profits to early investors. The idea behind this type of stage investors to create the false appearance that investors are profiting from a legitimate business. It is not an investment strategy but a gullibility scheme, which works only as long as there is an ever increasing number of new investors joining the scheme. It is difficult to sustain the scheme over a long period of time because the operator needs an ever larger pool of later investors to continue paying the swindle is that the "con-man" collects his money from his second or at the most." (Emphasis supplied) third round of investors and then absconds before anyone else shows up to collect. Necessarily, Ponzi schemes only last weeks, or months operates as a fraud to the public which, if unrestrained, will likely cause grave or irreparable injury or prejudice to the investing public. In Securities and Exchange Commission vs. CJH Development Corp.29 the Supreme Court activities warrant the prompt issuance of a cease and desist order as it categorically held that: Finally, SPAV SOLUTIONS' unauthorized investment-taking SEC is obliged to protect." by the SEC motu proprio, it being unnecessary that it results from a verified complaint from an aggrieved party. A prior hearing is also not required whenever the Commission finds it appropriate to issue a cease and desist order that aims to curtail fraud or grave or irreparable injury to investors. that yield such results can only generate further injury to the public that the There is good reason for this provision, as any delay in the restraint of acts "The law is clear on the point that a cease and desist order may be issued and underscoring supplied) on the securities, in such form and with such substance as the SEC may prescribe, shall be made available to each prospective buyer." (Emphasis fraud on investors as it deceives the investing public by making it appear that respondents have authority to deal on such securities. Section 8.1 of the SRC clearly states that securities shall not be sold or offered for sale or distribution within the Philippines without a registration statement duly filed with and approved by the SEC and that prior to such sale, information "The act of selling unregistered securities would necessarily operate as a influencers, and any and all persons claiming and-acting for"and in"their President, representatives, salesmen, solicitors, agents, uplines, enablers and LOUISE P. VAILOCES, JAMES RYAN A. SUMILANG, NEILBERT R. ABELLA, and KINGSON C. LASCO. JAMES RYAN A. SUMILANG, Chairman & President and NEILBERT R. ABELLA , Vice EMPORIA INSTITUTE INC., and S & A ENTERPRISES INC. CHRISTINE CASSANDRA H. PURISIMA, MARIAN HANNAH WHEREFORE, premises considered, SPAV SOLUTIONS CORP. St O 29 G.R. No. 210316, November 28, 2016. THE DOCUMENTS CERTIFIED TRUE COPY O! RECORD 1A AG behalf, are hereby directed to IMMEDIATELY CEASE AND DESIST filed with and approved by the Commission, and the corresponding license activities/transactions, until the requisite registration statements are duly and/or permit to offer/sell securities are issued. from further engaging in, promoting and facilitating selling and/or offering for sale securities in the form of investment contracts and/or other & A ENTERPRISES INC., CHRISTINE CASSANDRA H. PURISIMA, MARIAN HANNAH LOUISE P. VAILOCES, JAMES RYAN A. SPAV SOLUTIONS CORP., EMPORIA INSTITUTE INC., and S JAMES RYAN A. SUMILANG, and NEILBERT R. ABELLA. SUMILANG, NEILBERT R. ABELLA, and KINGSON C. LASCO. action against any persons or entities found to act as solicitors, information providers, salesmen, agents, brokers, dealers or the like for and on their The Commission will institute the appropriate administrative and criminal behalf. representatives, salesmen, solicitors, agents, uplines, enablers and influencers, and any and all persons claiming and acting for and in their behalf, are likewise directed to CEASE their internet presence relating to the transactions and investment scheme covered by this Cease and Desist Order. limited to bank deposits, of which the named persons herein may have any its/their custody, to ensure the preservation of the assets for the benefit of the investors. SUMILANG, and NEILBERT R. ABELLA, its partners, operators, directors, officers, salesmen agents, representatives, promoters, and all persons, conduit entities and subsidiaries claiming and acting for and on its in any manner, all assets, properties, real or personal, including but not interest, claim or participation whatsoever, directly or indirectly, under CHRISTINE CASSANDRA H. PURISIMA, MARIAN HANNAH LOUISE P. VAILOCES, JAMES RYAN A. SUMILANG, NEILBERT R. ABELLA, and KINGSON C. LASCO. JAMES RYAN A. behalf from transacting any business involving the funds covered by this CDO in its depository banks, and from transferring, disposing, or conveying CORP., EMPORIA INSTITUTE INC., and S & A ENTERPRISES INC., Finally, the Commission hereby PROHIBITS SPAV SOLUTIONS Technology, for their information and appropriate action. SOLUTION'S principal office (b) posted in the Commission's website; (c) published in a newspaper of general circulation; (d) be furnished to the and Finance Department, and the Information and Communications Company Registration and Monitoring Department, Corporate Governance Technology Department of this Commission, the Bangko Sentral ng Pilipinas, the Department of Trade and Industry, the Commission, and the Department of Information and Let a copy of this Cease and Desist Order be (a) posted in SPAV National Privacy Communications.. CERTFED TRUE COPY G IMAET RF(ORI In accordance with the provisions of Section 64.3 of the SRC and subject of this CDO may file a verified motion to lift the CDO within five (5) Section 4-3 of the 2016 Rules of Procedure of the Commission, the parties days from receipt thereof. The Motion to Lift the CDO must be filed with the Commission En Banc through the Office of the General Counsel FAIL NOT UNDER PENALTY OF LAW. SO ORDERED. Pasay City, Philippines; 14 December 2021. EMILC AQUINO Chatrperson EPHYRO LUIS B.AMATONG JAVE Y PAUL D. FRANCISCO Commissioner Commissioner KF TERKLEE KARLO $. BELLO Commissioner Commis'sioner SE QG CERTIFIFD TRUE COPY Q THE DOCUMENTS ON RECORD PA{} } L PAG