MARIA FRANCESCA TAN (MFT) GROUP OF COMPANIES, INC. doing business under the name and styles of MFT GROUP AND MFT GROUP OF COMPANIES, FOUNDRY VENTURES I, INC.

Securities and Exchange Commission COMMISSION EN BANC Republic of the Philippines Department of Finance

In the Matter of

MARIA GROUP OF COMPANIES,INC.DOING FRANCESCATAN (MFT)

BUSINESS UNDER THE NAME AND STYLES OF MFT GROUP AND MFT

VENTURES GROUP OF COMPANIES,FOUNDRY I INC., MARIA FRANCESCA F. TAN a.k.a. "MICA TAN", FLORITA F. TAN, CHARLES EDWARD F TAN, CHRISTIAN KONSTANTIN "CK" P. AGBAYANI RONALDO G.NERY,PARKER R.ONG CHIQUI T.TAN,JD B.MONTELIBANO, ROMARICO "RICO"S.RUIZ,ARLENE M.NAVARRO,BEATRIZ R.TOMAS, MARY RUTH A.OQUENDO,JOANNE A. CABAERO, THUY NGUYEN, ROXANNE G. AGBAYANI, LUIS GABRIEL R. CANCIO, JR., NOEL M. OLAN,JR. HERNANDEZ, CHRISTIAN

CHRISTIAN"KENCHI"DE VERA, OLAN, TITO COSEJO,JR. and

Respondents,

Promulgated: 16 January 2024 SEC CDO Case No.01-24-106

ENFORCEMENT AND INVESTOR PROTECTIONDEPARTMENT(EIPD), Movant.

X )

CEASEANDDESISTORDER

Order dated 11 January 2024 (the "Motion) filed by the Enforcement This resolves the Motion for the Issuance of a Cease and Desist

and Investor Protection Department (EIPD), praying that a Cease and

In the Matter of:MARIA FRANCESCA TAN (MFT) GROUP OF COMPANIES,INC SEC CDO CASE NO.01-24-106 Cease and Desist Order Page 2 of 17

Desist Order be issued (a) directing MARIA FRANCESCA TAN (MFT GROUPOFCOMPA HENAMFANL STYLES OF MF Y FOUNDR VENTURES TAN FLORITAF KONSTANTIN

KPAGBA C T.TAN ID B.MONTE IE M.NAVARRO BEATRIZ ANNE A.CABAERO THUY NGUYE R.CANCIO,JR. NOEL M C TO COSEJO,JR. and CHRIS referred to as the Subject Per A fficers. representatives operators, sales ncers, and any and all persons,conduit entities G Co llectively referred to as the Agents claiming and acti their behalf, to immediately

securities,and (b) prohibiting the Subject Persons and their Agents from banks, and from transferring, disposing, or conveying in any other manner, any and all assets, properties, real or personal, including bank transacting any and all business involving the funds in its depository deposits, if any, of which the named and/or covered persons herein may have any interest, claim or participation whatsoever,whether directly or indirectly, under their custody, without the authority from the cease and desist from Commission.1 engagin the unauthorized sale/offer of

PARTIES

tasked,among others,to investigate motu proprio or upon complaint or referral, violations of laws, rules, and regulations administered, implemented,or issued by the Commission,and to seek the issuance of a Cease and Desist Order whenever warranted by the circumstance. Movant EIPD is one of the Commission's operating departments

corporation duly organized and existing under Philippine laws, having been issued a Certificate of Incorporation bearing Company AND MFT GROUP OF COMPANIES ("MFT Group",for brevity),is a Registration No.CS201415841 on 14 August 2014.Its principal office address is at the 18th Flr., The Trade and Financial Tower (TFT) 7th Ave., cor. 32nd St. Fort Bonifacio, Taguig City. DOING BUSINESS UNDER THE NAMES AND STYLES OF MFT GROUP MARIA FRANCESCA TAN (MFT) GROUP OF COMPANIES,INC.

1 Motion for Issuance of Cease and Desist Order dated 11 January 2024. SEC Office Order No.512,series of 2013.

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corporation duly organized and existing under Philippine laws, having been issued a Certificate of Incorporation bearing Company FOUNDRY VENTURES I,INC.("The Foundryfor brevity) is a

Registration No.CS201901905 on 1 February 2019.with principal office

Fourth District, Philippines. address at UpperUG) E,F1 Hotel,32nd Fort Bonifacio,Taguig City,NCR

Filipino citizen, and a resident of 28 Kasayahan St.Kawilihan Village Pasig City. She is the President and Chief Executive Officer of the MFT MARIA FRANCESCA F.TAN,a.k.a."MICA TAN" is of legal age

Group,and the President and Managing Director of The Foundry

28 Kasayahan St., Kawilihan Village, Pasig City. She is the Corporate Secretary of the MFT Group. FLORITA F.TAN is of legal age,Filipino citizenand a resident of

resident of 8 S.Tuano St.,San Juan, Metro Manila.He is the Treasurer of MFT Group. ENRIOUE EDUARDO F.TAN is of legal age,Filipino citizenand a

resident of No. 28 Kapayapaan Cor. Kasayahan Sts., Kawilihan Village Pasig City. He is a member of the board of directors of the MFT Group. CHARLES EDWARD F.TAN is of legal age,Filipino citizen,and a

the MFT Group, and a Co-Founder/Deputy Managing Director of The Foundry. Filipino citizen, and a resident of Unit 209 Encino Two Serendra McKinley Parkway and 11th.He is a member of the board of directors of CHRISTIAN KONSTANTIN "CK" P.AGBAYANI is of legal age

32nd St. Fort Bonifacio, Taguig City. He is the Chief Financial Officer of MFT Group. address at 18th Flr.The Trade and Financial Tower (TFT)7th Ave.,cor RONALDO G.NERY is of legal age,Filipino citizen,and with office

Development Officer of MFT Group. address at 18th Flr.The Trade and Financial Tower (TFT)7th Ave.,cor 32nd St. Fort Bonifacio, Taguig City. He is the Chief Corporate PARKER R.ONG is of legal age,Filipino citizen,and with office

MFT Group. address at 18th Flr.,The Trade and Financial Tower (TFT)7th Ave.,cor 32nd St. Fort Bonifacio,Taguig City.He is the Chief Marketing Officer of CHIQUI T.TAN is of legal age,Filipino citizen and with office

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JD B.MONTELIBANO is of legal age,Filipino citizen,and with office address at 18th Flr.,The Trade and Financial Tower (TFT)7th Ave.cor

MFT Group. 32nd St.Fort Bonifacio,Taguig City.He is the Director of Operations of

ROMARICO"RICO"S.RUIZis of legal ageFilipino citizen,and with office address at 18th Flr.,The Trade and Financial Tower (TFT) 7th Ave.,cor.32nd St.Fort Bonifacio,Taguig City.He is the Director for Partnerships and Integration of MFT Group.

ARLENE M.NAVARRO is of legal age,Filipino citizen,with office address at 18th Flr.The Trade and Financial Tower TFT)7th Ave.,cor

Medical Technologies. 32nd St.Fort Bonifacio,Taguig City.She is the Sales Director of Mondial

BEATRIZ R.TOMAS is of legal age, Filipino citizenwith office address at 18th Flr.The Trade and Financial Tower (TFT)7th Ave.cor.

Asian Invest of MFT Group. 32nd St.Fort Bonifacio, Taguig City.She is the Business Unit Head for

MARY RUTH A.OQUENDO is of legal age,Filipino citizen, with office address at 18th Flr.,The Trade and Financial Tower (TFT) 7th

of MFT Group. Ave.,cor.32nd St.Fort Bonifacio,Taguig City.She is the Vice President

JOANNE A.CABAERO is of legal age,Filipino citizen,with office address at 18th Flr.The Trade and Financial Tower(TFT)7th Ave.,cor Ventures Singapore. 32nd St.Fort Bonifacio,Taguig City.She is the Business Unit Head,MFT

Fort Bonifacio, Taguig City. She is the Business Unit Head, SaladStop, Vietnam. at 18th Flr.,The Trade and Financial Tower(TFT7th Ave.,cor.32nd St. THUY NGUYEN is of legal age, Filipino citizen, with office address

ROXANNE G.AGBAYANI is of legal age,Filipino citizen,and a

Foundry. She is the Treasurer/Co-Founder/Director for Administration of The resident of Unit 209 Encino Two Serendra McKinley Parkway and 11th

resident of 12 Ifugao,KatipunanQuezon City.He is a founding Director of the Foundry. LUIS GABRIEL R.CANCIOJR.is of legal age,Filipino citizen,and a

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Fourth District, Philippines. He is the Director for Business Programs of address at UpperUG)E,F1 Hotel,32nd Fort Bonifacio,Taguig City,NCR the Foundry. NOEL M.OLAN is of legal age, Filipino citizen, and with office

JR HERNANDEZ is of legal age, Filipino citizen,and with office

Fourth District, Philippines. He is the Director for Business Programs of address at UpperUGE,F1 Hotel,32nd Fort Bonifacio,Taguig City,NCR the Foundry.

CHRISTIAN OLAN is of legal ageFilipino citizenand with office

the Foundry. Fourth District,Philippines.He is the Director for Business Programs of address at UpperUG)E,F1 Hotel,32nd Fort BonifacioTaguig City,NCR,

address at UpperUG) E,F1 Hotel,32nd Fort Bonifacio,Taguig City,NCR the Foundry. Fourth District,Philippines. He is the Director for Business Programs of TITO COSEJO,JR.is of legal ageFilipino citizen and with office

with office address at 18th Flr.,The Trade and Financial Tower (TFT CHRISTIAN "KENCHI" DE VERA is of legal age,Filipino citizen,

board of directors of the MFT Group. 7th Ave.,cor.32nd St.Fort Bonifacio,Taguig City.He is a member of the

RELEVANT FACTS

On 30 September 2015,an email3 was received by the EIPD from an unnamed individual,alleging that the MFT Group solicited from him an investment of Five Hundred Thousand Pesos(Php 500,000.00),with a guaranteed of two percent (2%) per month. The investments, according to the MFT Group will be used to promote start-up companies for a higher rate of returns.4

and addressed the said queries.5 No investigation was pursued on the of the operations of the MFT Group.The EIPD promptly responded to In 2019,the EIPD received a number of queries on the legitimacy

matter as the EIPD did not to get any further response from the persons concerned.6

3 Motion (n1), Email dated 29 September 2015 attached as Annex "H. 4 Ibid.Par.7AnnexZ 5 Ibid. Pars. 11 to 14 (Annexes "T" and "K") 6 Ibid.

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On 13 June 2023,another email was received by the EIPD from an unnamed complainant who claimed that his mother was enticed by the MFT Group to invest a considerable amount of money, after he was promised good return/profits.7 For this purpose, post-dated checks were issued by the MFT Group to his mother.Being the assignee of the proceeds of the investment(after his mother passed away),complainant coordinated with The MFT Group on the matter.The amounts indicated in the checks were not paid; and same was true with the returns that were guaranteed to his mother.8

Still, another complainant came forward and provided the EIPD with his experience of being scammed by the MFT Group,through one Christian "Kenchi De Vera. He recounted the event organized by the MFT Group that was attended by hundreds of people who were offered generous returns i.e.1-1.5% per month net of tax which went up to 18% per annum.9 After the complainant invested and got the post-dated checks representing his guaranteed returns, he never heard of them and he allegedly did not receive a single peso from the guaranteed payouts.10

The foregoing was followed by more Complaint-Affidavits that were filed with the EIPD,which recounted the experiences of investor who were allegedly defrauded by the MFT Group using essentially the same modus.11

On 21 December 2023,the EIPD received and processed the complaints of eight (8 more investors who alleged to have been

documentary evidence to support such allegation.12 defrauded by the MFT Group and its cohorts, and who presented

the independent investigation that was conducted,the EIPD arrived at a On the basis of the complaints received by the EIPD,as well as on

investment contracts to the public in the guise of executing Borrower- Lender Agreements (in the form of a Memorandum of Agreement) which later on transformed to Promissory Notes. The promise of high returns i.e. 12 to 18% interest income (a term that the MFT Group per annum lured investors to invest their money with it.13 conclusion that the MFT Group, which later on transitioned to The deliberately used to give semblance of legitimacy to the transactions) Foundry,is offering and selling unregistered securities in the form of

10 Id. Page 15 13 Id.Pars.20 and 21Annexes RandS 7 Id. Par. 16 9 Id.Par.17 11Id.Pars.18 and 19 8d 12 Id. Par. 20

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In support of its allegation that Respondents are engaged in the unauthorized sale/offer of unregistered securities,the EIPD submitted the Certifications issued by the Company Registration and Monitoring Department (CRMD), the Markets and Securities Regulation

Department (CGFD), which all attested to the fact, based on their Department (MSRD), and the Corporate Governance and Finance

respective records, that the Subject Persons and their Agents have not

Investment Company Investment House and Transfer Agent. Neither of Securities,Dealer in Government Securities,Investment Adviser of an been issued a license to act as a Lending Company,Broker and/or Dealer have they registered any securities with the Commission pursuant to Section 8 and 12 of the Securities Regulation Code(SRC)

ISSUE

Whether the allegations and the evidence warrant the grant of

the Motion and the issuance of a CDO.

RULING

same. The Commission finds merit in the Motion and hereby grants the

The EIPD was able to establish by substantial evidence that the Subject Persons and their Agents are offering and/or selling unregistered securities to the public in the form of investment contracts and/or

Commission, in violation of the SRC and the SRC-IRR. "evidences of indebtedness" without the requisite license from the

Section 3.1 of the SRC,defines"securities"as follows

Sec.3.Definition of Terms.-3.1."Securities"are shares participation or interest in a corporation or in a commercial enterprise or profit making venture_and evidenced by a certificate, contract, instrument, whether written or electronic in character. It includes: i. Shares of stocks, bonds, debentures, notes, evidences of indebtedness, asset-backed securities; XXX

ii. Investment contracts,certificates of interest or participation in a profit sharing agreement,certificates of deposit for a future subscription.(Underscoring supplied) xxx". (Emphasis supplied)

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*)

An investment contract is defined as follows

An investment contract is defined under Rule 26.3.5 of the 2015

follows: Implementing Rules and Regulations of the SRC (the "SRC-IRR") as

scheme whereby a person invests his money in a common money or property of others on the promise of profits. others. It is presumed to exist whenever a person seeks to use the enterprise and is led to expect profits primarily from the efforts of "An investment contract means a contract, transaction or

more investors "pool" their resources, creating a common commission.(Emphasis supplied) enterprise,even if the promoter receives nothing more than a broker's A common enterprise is deemed created when two (2) or

themselves.15 It is in the context of the foregoing that the U.S. Supreme investment scheme, regardless of the legal terminology used, partakes of investment contract as a contract or scheme for the placing of capital or laying out of money in a way intended to secure income or profit from its employment.14 Investment contracts have been used and adopted in various situations where 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 Court came up with and adopted the Howey Testi in determining if an the nature of an investment contract. In the case of SEC v. Howey Co.,the US Supreme Court defined an

requires prior registration from the Commission in the case of Virata v. the Howey Test in determining if a security is an investment contract that Ng Weel7, thus: The Supreme Court reiterated and emphasized the applicability of

form of an investment contract. The case served as the foundation for the domestic definition of the said security. "In this jurisdiction, the Court employs the Howey test, named after the landmark case of Securities and Exchange Commission v.W.J.Howey Co., to determine whether or not the security being offered takes the

investment of money; (3) investment is made in a common enterprise; Under the Howey test, the following must concur for an investment contract to exist: (1 a contract, transaction, or scheme;2 an

the efforts of another party,Rule 26.3 of the 2015 IRR of the SRC replaced the qualifier with primarilyacknowledging that an 1 G.R.Nos.220926,221058,221109,221135&221218,July 5,2017 investment contract may still be present where the individual who placed the money exerted a small amount of effort in an 14328 U.S.293 (1946). s Ibid Although the definition as stated in the Howey attempt to earn the profits 6hi y Case qualified that the earning of profit was expected to be solely through

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4 expectation of profits; and (5 profits arising primarily from the efforts of others. Indubitably, all of the elements are present in the extant case."

and Exchange Commission18 the Supreme Court ruled that in applying the considered, thus: Howey Test, the nature and the entirety of the transaction should be Moreover,in the case of Power Homes Unlimited Corp.v. Securities

"It behooves us to trace the history of the concept of an investment traces its roots from the 1946 United States (US) case of SEC v.W.J. contract under R.A.No.8799.Our definition of an investment contract Howey Co. In this case,the US Supreme Court was confronted with the contract" under the Securities Act's definition of "security.The US Supreme Court, recognizing that the term "investment contract"was issue of whether the Howey transaction constituted an "investment

contract." Known as the Howey Test, it requires a transaction, contract. not defined by the Act or illumined by any legislative report,held that whether a transaction falls within the scope of an "investment under the state's "blue sky" laws in existence prior to the adoption of the Securities Act. Thus, it ruled that the use of the catch-all term "investment contract" indicated a congressional intent to cover a wide range of investment transactions. It established a test to determine or scheme whereby a person (1) makes an investment of money. (2) in derived solely from the efforts of others. Although the proponents must establish all four elements,the US Supreme Court stressed "Congress was using a term whose meaning had been crystallized" a common enterprise, (3) with the expectation of profits. (4) to be

investment contract covered by the Howey Test must be registered under the Securities Act, regardless of whether its issuer was engaged in fraudulent practices." (Emphasis ours) that the Howey Test "embodies a flexible rather than a static and variable schemes devised by those who seek the use of the money of others on the promise of profits." Needless to state,any principle,one that is capable of adaptation to meet the countless

Applying the foregoing jurisprudential parameters to the instant

the Subject Persons and their Agents are engaged in the sale and/or offer elements of the Howey Test are present in the instant case. of unregistered securities in the form of investment contracts as all the case,the Commission agrees with the EIPD's finding, and so holds that

money which makes a potential investor commit or give his First, the investment scheme requires an investment of

money to an enterprise or venture in a manner that subjects himself to financial loss.19 In the instant case,the complaints on record show that investor-victims actually invested

1 G.R.No.164182,February 26,2008 19 SEC v. International Mining Exchange, Inc., 515 F. Supp. 1062.

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money ranging from Fifty Thousand Pesos (Php 50,000.00 to Eight Million Pesos (Php 8,000,000.00).20

Second,a common enterprise is deemed created when two

participation by investors in the same investment enterprise, achieved by pooling the invested funds for a common purpose, is required in order to satisfy the common 2) or more investors "pool" their resources. Thus, joint

show that the investment scheme of the Subject Persons and enterprise element. In the instant case,the EIPD was able to

investors which are actually utilized to satisfy and pay the guaranteed returns of its existing investors. By representing to the public that the investments received will be utilized in their Agents involve the pooling of amounts poured in by its

the operations of their subsidiaries or affiliated companies i.e. 32nd Street Prime Diner Inc. Mondial Medical

Saladstop Spain21, there exists a common enterprise. Technologies,Inc.,Mr. Angel Credit CorporationAsianinvest Consultants, Inc., Meihao Corporation, Accentik, Inc.

Third, profit is either through capital appreciation resulting from the development of the initial investment, or as the Subject Persons and their Agents expressly guaranteed funds. In both cases,investors are"attracted primarily by the prospects of a return on their investment. In the instant case, there is an expectation of profit on the part of the investors participation in earnings resulting from the use of investors

as high as 18% per annum).22 In fact,an article published by MFT Group was offering profits which reached as high as 35% per annum.23 to their investors a return of 1%-2% per month (which went BILYONARYO dated 05 November 2023 disclosed that the

date to arrive which will enable them to get the promised payout. Fourth,investors expected to earn their guaranteed profits primarily from the efforts of others ie. investors are not investments to the Subject Persons and wait for the maturity required to perform any act other than to entrust their

2bid,Paragraphs 716,17,18,and 19. 23 Ibid, Par. 65. 2o Motion. Annexes "O" and "Q" 21 Motion (nl, Par. 47.

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This presence of this element is shown by the representation of the Subject Persons that their investments will be used to finance the operations of their subsidiaries which will yield high returns. In short, the investors need not do anything because the business operation and the work will be done by the subsidiaries and the Subject Persons,respectively

Moreover, this Commission equally finds the Borrower-Lender

the form of evidences of indebtedness under the SRC. Agreements executed by the MFT Group and its investors to securities in

adopted a broad definition of securities with the intent of covering commercial/financial world. Thus,in the case of Gabionza vs. Court of Appeals24 (the "Gabionza Case"), the Supreme Court ruled that the term practically all forms and varieties thereof which are known or considered, or ought to be known or considered, to be such in the "securities" embodies a flexible rather than static principle, one that is Relative thereto, We cannot overemphasize that the SRC has

by those who seek to use the money of others on the promise of profits. capable of adaptation to meet the countless and variable schemes devised

This Commission has thus consistently held that all shares,

contract, instrument, whether written or electronic in character within the Philippines are securities or presumed to be securities. participation or interests in a corporation or in a commercial enterprise or profit-making venture and evidence by a certificate,

In particular, a certificate or evidence of indebtedness is a written

a permanent improvement revolving fund, similar to a "bond". Being obligation to pay a fixed sum of money. It is usually used for the purpose representation of debt securities or obligations of corporations such as long term commercial and short-term commercial papers25. A certificate of indebtedness pertains to certificates for the creation and maintenance of equivalent to a bond,it is properly understood as acknowledgement of an of long-term loans.26

loan documents that were issued are evidences of indebtedness because they were issued in lieu of securities which the SRC requires to be registered with the Commission, thus: In the Gabionza Case,the Supreme Court ruled that the checks and

24 G.R. No.161057,12 September 2008. 25ecasaLucia M. Securities Regulations Code Annotated with Implementing Rules and Regulations,2004,1st ed 26 G.R. No. 93397, Traders Royal Bank vs. Court of Appeals, 3 March 1997.

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"In the instant case, the checks were issued by ASB in lieu of the securities enumerated under the Revised Securities Act in a clever

law, which requires prior license to sell or deal in securities and attemptor so they thought,to take the case out of the purview of the

Checks constitute mere substitutes for cash if so issued in payment of registration thereof.The scheme was designed to circumvent the law

assume the character of evidences of indebtedness. This is especially so where the individual loans were not evidenced by appropriate debt instruments, such as promissory notes, loan agreements, etc., as in this case. Purportedly, the postdated checks themselves serve as the license or authority from the SEC. This cannot be countenanced." (Emphasis supplied) they are issued in exchange for a big number of individual non- personalized loans solicited from the public, numbering about 700 in this case, the checks cease to be such. In such a circumstance, the checks evidences of the indebtedness. A different rule would open the floodgates for a similar scheme, whereby companies without prior obligations in the ordinary course of business transactions. But when

and their Agents appears to have deliberately used loan agreements, getting from the public are loans which are used to fund the operations of their alleged subsidiaries. investment scheme. By using the said instruments, the Subject Persons and their Agents made it appear that the investments which they were checks and even promissory notes to facilitate their unauthorized In the instant case, it is interesting to note how the Subject Persons

or are clearly intended to be executed and issued,in exchange for a considerably big number of individual non-personalized loans obtained or solicited from the public.In fact,without this CDO,the Subject Persons and their Agents will continue with their unauthorized investment scheme where tens of thousands of investors are at the risk of being Commission finds and so holds that the contracts of loan and the post- dated checks are securities in the form of "evidence of indebtedness" contemplated under the SRC,inasmuch as they were executed and issued, potential victims thereof. However, applying the doctrine in the Gabionza Case, this

issued the requisite license to sell/offer securities, this Commission is activities for the protection of the investing public. This regulatory and enforcement action is fully sanctioned by Section 8.1 of the SRC which or distribution within the Philippines,if the same is not registered with duty-bound to immediately stop their unauthorized investment-taking categorically provides that securities shall not be sold or offered for sale Considering that the Subject Persons and their Agents have not been

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the Commission in the form of an approved Registration Statement and a Permit to Offer/Sell issued in favor of the applicant,to wit

not be sold or offered for sale or distribution within the approved by the Commission. Prior such sale, information on the securities, in such form and with such substance as the Commission may prescribe,shall be made available to each prospective purchaser. "SEC.8Requirement of Registration of Securities.-8.1.Securities shall Philippines, without a registration statement duly filed with and (Emphasis supplied)

In the case of Herbosa vs. CJH Development Corporation27 the

from investing in worthless securities. Supreme Court emphasized that the purpose of the provision of the SRC requiring the registration of securities is to afford the public protection

the Subject Persons and their Agents in publicly offering their in Mandaluyong City, Alphaland City Club in Makati City, hotels, restaurants,other function halls,and the roadshow at Mt. Malarayat Golf and Country Club in Batangas,28 constitutes public offering of securities as defined Rule 3.1.17 of the 2015 IRR of the SRC,thus unregistered securities through business presentations conducted in public events,which included the seminars held in the Bayanihan Center In the same vein,this Commission finds and so holds that the act of

"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 to be a public offering: whether solicited or unsolicited. Any solicitation or presentation of

whether solicited or unsolicited. Any solicitation or presentation of securities for sale through any of the following modes shall be "Public offering is any offering of securities to the public or to anyone. presumed to be a public offering:

XX

their act actually offering securities in the form of investment contracts and evidences of indebtedness constitutes a clear and continuing violation of Section 8 of the SRC. their Agents have not been issued a license to offer securities. Perforce, Again, the evidence on record shows that the Subject Persons and 3.1.17.2. Presentation in any_public or commercial place; xxx (Emphasis supplied)

27 G.R. No.210316,28 November 2016 28bid Bilyonaryo Article dated 12 November 2023, Par.65

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Finally,Section 64.1 of the SRC provides that the Commission may issue a CDO without the necessity of conducting a hearing if,to its mind the act or practice will operate as a fraud on investors or is otherwise likely to cause grave or irreparable injury or prejudice to the investing public, thus:

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 "Section 64.Cease and Desist Order.- 64.1.The Commission,after or is otherwise likely to cause grave or irreparable injury or prejudice to the investing public. (Emphasis supplied)

Under the afore-quoted provision, there are two (2 essential requisites that must be complied with for a valid issuance of a CDO:

1. There must be a conduct of a proper investigation or verification

and 2. There is a finding that the act or practice,unless restrained,will operate as a fraud on investors or is otherwise likely to cause grave or irreparable injury or prejudice to the investing public.29

In the instant case, We find that the foregoing requisites were

resulted in the gathering and presentation of evidence that supported its complied with.The EIPD conducted an independent investigation which Motion,i.e.Certifications from the Commission's CRMD,MSRD and CGFD; video recording of the Zoom Presentation by the MFT Group and The

and the anomalies in the financial reports of the Respondents as well as Accountant. More importantly, this Commission is convinced that the 2022 onwards30, the Promissory Note and Memorandum of Agreement, their affiliates and subsidiaries,as presented by the Office of the General Foundry of its scheduled interest rate payments to lenders from the year

investors, or will likely cause grave or irreparable injury or prejudice to the issuance of a CDO because the same will operate as a fraud on unauthorized investment-taking activities of the Respondents warrant the investing public, if not restrained.

investment contracts and/or evidences of indebtedness constitutes fraud which should be promptly restrained for the protection of the investing Agents' act of selling/offering unregistered securities in the form of public. This finds support in the case of Securities and Exchange We cannot overemphasize that the Subject Persons and their

29 Securitie and Exchange Commisionvs PerformanceForeign Exhange Corporation G.No.154131uly 20 30Motion (n1), Video recording of Zoom conference held on 04 February 2023 attached as Annex"N. 2006

In the Matter of:MARIA FRANCESCA TAN(MFT) GROUP OF COMPANIES,INC SEC CDO CASE NO.01-24-106

Cease and Desist Orde Page 15 of 17

Commission vs. CJH Development Corp.31 where the Supreme Court categorically held that:

issued 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 "The law is clear on the point that a cease and desist order may be to issue a cease and desist order that aims to curtail fraud or grave or irreparable injury to investors. There is good reason for this provision, as anv delay in the restraint of acts that yield such

is obliged to protect. results can only generate further injury to the public that the SEC

The act of selling unregistered securities would necessarily operate as a 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

securities, in such form and with such substance as the SEC may approved by the SEC and that prior to such sale, information on the prescribe, shall be made available to each prospective buyer." shall not be sold or offered for sale or distribution within the (Emphasis supplied) Philippines without a registration statement duly filed with and

WHEREFORE, premises considered,RespondentsMARIA FRANCESCA TAN OMET GROUP OF COMPANIES, INC.DOING BUSINESS UNDER THE NAME AND STYLES OF MFT GROUP AND MFT GROUP 0F COMPA TURES INC.,MARIA FRANCESC AN a.k. ORITAF. TAN, CHARLES EDWARD H AGBAYANI RONALDO HIOU TAN, JD B. MONTELIBAN ARLENE M.NAVARRO, BEATRIZR. M NDO,JOANNE A.CABAERO THUY NGUYEN, ROXANNE GBA ANL LUIS GABRIEL R.CANCIO

to IMMEDIATELY CEASE AND DESIST from further engaging in promoting and facilitating selling and/or offering for sale securities in activities/transactions relative thereto, until the requisite registration JR.,and CHRISTIAN KENCHI DE VERA representatives, Salesmen solicitors, agents, uplines, enablers and influencers, and any and all persons claiming and acting for and in their behalf,are hereby directed statements are duly filed with and approved by the Commission,and the the form of corresponding license and/or permit to offer/sell securities are issued. JR.,NOEL M.OLAN,JR.HERNANDI evidence ofindebtedness and/or other CHRISTIAN OLAN,TITO COSEJO,

31G.R.No.210316,November 28, 2016.

In the Matter of:MARIA FRANCESCA TAN (MFT) GROUP OF COMPANIES,INC. SEC CDO CASE NO.01-24-106 Cease and Desist Order Page 16 of 17

COMPANIES,INC.DOING BUSINESS UNDER THE NAME AND STYLES OF MFT GROUP AND Respondents MARIA MF FRANCESCA GROUP OF TAN COMPANIES, FOUNDRY (MFT) GROUP OF

FLORITA ONGCHIQUI VENTURES I, INC KONSTANTIN TAN. TAN. MARIA FRANCESCA F. TAN a.k.a."MICA TAN JD B.MONTELIBANO,ROMARICO RICOS. CHARLES AGBAYANI, RONALDO G. NERY, PARKER R. EDWARD F TAN,CHRISTIAN

appropriate administrative and criminal action against any persons or entities found to act as solicitors, information providers, salesmen, agents,brokers,dealers or the like for and on their behalf. acting for and in their behalf, are likewise directed to CEASE their by this Cease and Desist Order. The Commission will institute the HERNANDEZ, CHRISTIAN OLAN, TITO COSEJO, JR., and CHRISTIAN uplines,enablers and influencers, and any and all persons claiming and solicitations relating to the transactions and investment scheme covered OQUENDO,JOANNE AGBAYANI,LUIS GABRIEL R. CANCIO, JR. NOEL M. OLAN,JR "KENCHI" DE VERA representatives, salesmen, solicitors, agents RUIZ, ARLENE M. NAVARRO,BEATRIZ R. TOMAS, MARY RUTH A. A.CABAERO,THUY NGUYEN,ROXANNE G.

COMPANIES,FOUNDR TAN (MFT) GROUP OF COMPANIES,INC.DOING BUSINESS UNDER THE NAME AND STYLES OF MFT GROUP AND MFT GROUP OF Finally,the Commission hereby PROHIBITSMARIA FRANCESCA VHN URESI,INC.MARIA FRANCESCA F.TAN a.k.a.MICA TAN FLORITA TAN, CHARLES EDWARD F. TAN

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 manner,all assets,properties,real or personal, including but not limited interest, claim or participation whatsoever,directly or indirectly,under of the investors. "KENCHI" DE VERA their partners, operators, directors, officers, salesmen agents, representatives, promoters, and all persons, conduit entities and subsidiaries claiming and acting for and on its behalf from transacting any business involving the funds covered by this CDO in its depository banks, and from transferring, disposing, or conveying in any G. AGBAYANI, LUIS GABRIEL R. CANCIO, JR., NOEL M. OLAN, JR. HERNANDEZ,CHRISTIAN OLAN, TITO COSEJO, JR.,and CHRISTIAN PARKER R.ONG,CHIOUI RUTH A.OQUENDO,JOANNE A.CABAERO,THUY NGUYEN,ROXANNE "RICO"S.RUIZ,ARLENE M.NAVARRO,BEATRIZ R.TOMAS, MARY CHRISTIAN KONST TAN,JD B.MONTELIBANO,ROMARICO AGBAYANI, RONALDO G.NERY

and Monitoring Department, Corporate Governance and Finance Commission's website; and (b) be furnished to the Company Registration Let a copy of this Cease and Desist Order be (a posted in the

In the Matter of:MARIA FRANCESCA TAN (MFT) GROUP OF COMPANIES,INC SEC CDO CASE NO. 01-24-106 Cease and Desist Order Page 17 of 17

Department, and the Information and Communications Technology Department of this Commission, the Bangko Sentral ng Pilipinas, the Department of Trade and Industry, the National Privacy Commission, the Department of Information and Communications Technology, and the appropriate Local Government Unit(s) for their information and appropriate action.

In accordance with the provisions of Section 64.3 of the SRC and Section 4-3 of the 2016 Rules of Procedure of the Commission,the parties subject of this CDO may file a verified motion to lift the CDO within five 5 days from receipt thereof.The Motion to Lift the CDO must be filed to the Commission En Banc through the Office of the General Counsel.

FAIL NOT UNDER PENALTY OF LAW

SO ORDERED.

Makati City,Philippines

EMILIO B.AQUINO Chairperson U

JAVEY PAUL D.FRANCISCO* KELA LEE

Commissioner Commissioner

KARLO S.BELLO MCJII L BRYANT T.FERNANDEZ

Commissioner Commissioner

*On Official Business