SUPERBREAKTHROUGH

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

IN THE MATTER OF:

SUPERBREAKTHROUGH PRISESCORP.DOING BUSINESS ENTER-

UNDER THE NAME AND STYLE OF

NOLASCO, OFFICERS AND AGENTS. 1UPTIME, MR.JULUISALLAN ITS DIRECTORS,

Promulgated: 5 December 2023 SEC CD0 CASE NO. 11-23-104

ENFORCEMENT AND INVESTOR PROTECTION DEPARTMENT,

Movant. X

CEASE AND DESIST ORDER

personal, including bank deposits, if any, of which the named and/or subsidiaries and affiliates (collectively referred to as the "Agents") who from further engaging in the unauthorized sale and/or offer of securities in the form of investment contracts; and (b) prohibiting 1UP TIME, Mr. Nolasco, and its Agents from transacting any and all business involving conveying in any other manner, any and all assets, properties, real or that a Cease and Desist Order (CDO) be issued: (a) directing name and style of 1UP TIME (hereinafter referred to as "1UP TIME"), the funds in its depository banks, and from transferring, disposing, or covered persons herein may have any interest, claim or participation whatsoever, whether directly or indirectly, under their custody, without authority from the Commission. Investor Protection Department (EIPD) on 29 November 2023, praying SUPERBREAKTHROUGH ENTERPRISES CORP., doing business under the officers, operators, promoters, representatives, salesmen, agents, uplines, enablers, influencers, and any and all persons, conduit entities, are claiming and acting for and its behalf, to immediately cease and desist together with its President, Mr. Juluis Allan Nolasco ("Mr. Nolasco"), its (the "Motion") dated 28 November 2023 filed by the Enforcement and This resolves the Motion for Issuance of A Cease and Desist Order

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In the Matter of: SUPERBREAKTRHOUGH ENTERPRISES CORP DOING BUSINESS UNDER THE NAME AND STYLE OF 1UP TIME SEC CDO Case No. 11-23-104 Cease and Desist Order Page 2 of 14

PARTIES

tasked, among others, to investigate motu proprio or upon complaint or referral, violations of laws, rules, and regulations administered, Movant, EIPD is one of the Commission's operating departments

implemented, or issued by the Commission, and to seek the issuance of a Cease and Desist Order (CDO) whenever warranted by the circumstance.i

organized and existing under Philippine laws, having been issued a SUPERBREAKTHROUGH ENTERPRISES CORP. is a corporation

Certificate of Incorporation bearing Company Registration No. 2022030046990-01. Its principal office is located at 1008 Quezon Ave

of Incorporation ("AoI") is as follows: Brgy. Paligsahan, Quezon City. Its primary purpose as stated in its Articles

purchase, acquisition, sale on retail basis and other disposition for its artificial, without engaging in investment solicitation nor law, all kinds of goods, wares and merchandise of any kind and distributor: manufacturer's representative upon consignment of all kinds of goods, services, merchandise or products whether natural or investment taking activity from public investor: "To engage in the conduct and carry on the business of buying, selling. distributing, marketing, on retail basis insofar as may be permitted by description, and enter into all kinds of contracts for export, import, own account as principal or in representative capacity as main

investment contracts." (Emphasis supplied) Provided that the corporation shall not solicit, accept or take investments/placements from the public neither shall it issue

following are its officers and directors: Based on 1UP TIME's 2022 GeneraI Information Sheet (2022 GIS), the

Name Address Nationality

Nathalia {Chairman Pabustan Poblacion Norte, Santa Cruz, Ilocos Sur Filipino

Mike A. Soriano (Director) Payocpoc Sur, Bauang, La Union Filipino

(Corporate Secretary) Olivia T. Libiran Villa Gloria Subdivision, Angono, Rizal Filipino

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DOING BUSINESS UNDER THE NAME AND STYLE OF 1UP TIME ln the Matter of: SUPERBREAKTRHQUGH ENTERPRISES CORP SEC CDO Case No. 11-23-104 Cease and Desist Order Page 3 of 14

RELEVANT FACTS

On 9 July 2015, Mr. Nolasco caused the incorporation of ALPHANETWORLD CORPORATION ("NWORLD") with the Securities and) Exchange Commission (the "Commission"), where he served as its Chairman of the Board, President, and main promoter.?

NWORLD, its directors and officers which included Mr. Nolasco, among On 23 February 2022, the Commission issued a CD0 against

others, on the basis of a finding that they are engaged in the unauthorized sale/offer of securities without the requisite license from the

cancelled by the CRMD on 28 July 2022 on the basis of a finding that the Commission.3 Subsequently, NWORLD's Certificate of Incorporation was

same was fraudulently procured.4

The EIPD continued monitoring the activities of NWORLD and Mr.

and are no longer carrying out any activity under the name of the Nolasco to ascertain, among others, that they are complying with the CDO corporation whose certificate has already been revoked. In the course of the motu proprio investigation conducted by the EIPD, it found out about City, both NWORLD and 1UP TIME carry, distribute and offer similar TIME which was apparently being run by Mr. Nolasco, notwithstanding the fact that his name does not appear in the incorporation documents of the corporation.5 The EIPD also found that aside from having/sharing the the operations and the unauthorized investment-taking activities of 1 UP same business address i.e. 1008 Quezon Ave. Brgy. Paligsahan, Quezon

products and product packages.

directing 1UP TIME to explain why its Certificate of Incorporation should not be revoked pursuant to Section 6 (i) (2) of Presidential Decree No On 20 December 2022, the EIPD issued a Show Cause Order

is doing to the great prejudice of or damage to the general public.6 902-A ("PD 902-A") for serious misrepresentation as to what it can do or

should be imposed against it and its directors and officers for violation of Further, it was also directed to explain why no administrative sanctions

S Ibid. Annexes "A" "B" and "C" 2 Motion for Issuance of a Cease and Desist Order. Par. 6 3 (bid 4 Ibid. Par. 8 SEC OGC 6 Ibid. Par. 9 THE DOCUMENTS CERTFED TRUE COPY OR ON RECORD

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Section 8.1 of the Securities Regulation Code (SRC) and its Implementing Rules and Regulations.7

sale/offer of unregistered securities, the EIPD submitted the In support of its allegation that 1UP TIME is engaged in the

Certifications issued by the Commission's Corporate Governance and Finance Department (CGFD),8 the Markets and Securities Regulation

Department (CRMD)1o which all attested to the fact that based on their Department (MSRD)9 and Company Registration and Monitoring

sell/offer securities, and that it does not have any pending application for respective records, 1UP TIME has not been issued a secondary license to a secondary license.

2023, the EIPD issued an (the "Revocation Order")11 revoking the After due notice and hearing, the EIPD issued an Order on 18 April

Certificate of Incorporation of 1UP TIME on the basis of a finding that 1UP

A, and Section 179 (j) of the RCC. 1UP TIME elevated the Revocation violated Section 44 of the Revised Corporation Code (RCC)12 in relation to Sections 5.1 (m), 8.1, 28.1 and 26.3 of the SRC, Section 6 (i) (2) of 902-

Order via appeal to the Commission En Banc.

ocular inspection of 1UP TIME's new office located at GF-05 & MF-05, On 8 November 2023,13 the EIPD conducted a surveillance and

Hexagon Corporate Center, 1471 Quezon Ave., Quezon City, after it received reports that the entity continues to sell/offer securities to the public.

During the said investigation, the investigation team of the EIPD found out and confirmed that 1UP TIME continues to sell/offer unregistered securities to the public in the form of the product/investment packages that were being purchased by the

different kinds of bonuses that goes with the product/investment investing public. The evidence submitted by the EIPD shows that the

1z SEC. 44. Ultra Vires Acts of Corporations. - No corporation shall possess or exercise corporate powers other than those conferred by this Code or by its articles of incorporation and except as 7 Section 8. Requirement of Registration of Securities - 8.1. Securities shall not be sold or offered for approved by the Commission. Prior to 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 3 Motion. Annex "E" 9 Ibid. Annex "F" necessary or incidental to the exercise of the powers conferred. 13 Ibid. Annex "R" sale or distribution within the Philippines, without a registration statement duly filed with and i? Ibid. Annex "D" 1 Ibid. Annex "Q purchasei SEC --OGC

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packages are what primarily motivates the investing public to part with their hard-earned money. These product/investment packages however carry with them the duty and/or the pressure on the part of the purchaser to recruit new investors to ensure his/her receipt of the bonuses/returns.

There are essentially two (2) product/investment packages which

seminars, as well as through the social media platforms i.e. YouTube and Facebook, both of which consists of health, wellness, skin care, and 1UP TIME, Mr. Nolasco, and its Agents are selling/offering during its

personal care products, are priced as follows:

Regular Product Package Ranging P188,000 from P10,000 to

NL1GHTENGLOW Package Ranging from P10,000 to P52,000

incentives/returns: (a) product discounts ranging from 25% to 35%; (b) line bonus ranging from P5.00 to P500; and (c) package and builder bonus ranging from 600 points to 10,000 points. 0n the other hand, the The Regular Product Packages comes with the following

NL1GHTENGLOW Package comes with the following incentives/returns (a) 25% to 35% product discounts; (b) P5 to P100 line bonus; and (c) 600 to 3,000 package and builder bonus points. 1UP TIME emphasizes to the investing public that the higher the package bought, the higher the incentives/bonuses that the members-distributors will receive.

A careful examination and analysis of the investment scheme of 1UP TIME will readily show that its success and viability is heavily dependent on recruitment and/or entry of new investors who are guaranteed F500 per new recruit/referral. This is further supported by

on top of a binary team and split on two sides (left and right), and every the use of 1 UP TIME of the binary system where each member is placed

new/completed pair on the left and right (downline) side of the binary system entitles the (upline) member-investor to earn P1,800 as pairing bonus. The structure of recruitment is shown below:

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The video presentations which the EIPD submitted in evidence show Dr. Joseph Alexis Mercado ("Dr. Mercado"),14 who is more popularly known as the "Millionaire Maker", actively encouraging 1UP TIME members-investors to recruit new investors by capitalizing on the incentives/bonuses which they are guaranteed to receive for every successful referral.

On the basis of the information and data gathered in the course of its investigation the EIPD concluded that the product/investment packages which 1UP TIME is selling/offering are securities in the form of investment contracts which require a secondary license from the Commission. Considering that 1UP TIME has not secured the requisite license from the Commission, its continued sale of the same constitutes a violation of Section 8 of the SRC in relation to Section 3.1 of the SRC-IRR which warrants the issuance of a CDO.

ISSUE

Whether the allegations and evidence submitted by the EIPD in support thereof warrant the issuance of a CDO.

RULING

We grant the Motion.

The pieces of evidence presented by the EIPD sufficiently established that 1UP TIME, Mr. Nolasco, its directors, officers and Agents are selling and/or offering unregistered securities in the form of investment contracts to the public without the requisite license from the Commission, in violation of the SRC and the SRC-IRR

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At the outset, the Commission notes that the Primary Purpose Clause of 1UP TIME as stated in its AoI specifically provides that it has no authority to solicit or accept investments from the public, to wit:

investments/placements from the public neither shall it issue investment "Provided that the corporation shall not solicit, accept or take

contracts."

Section 3 of the SRC defines "securities" as follows:

"SEC, 3. Definition of Terms. -

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: 3.1. "Securities" are shares, participation or interests in a

XXX

participation in a profit-sharing agreement, certificates of deposit for a future subscription;" (Emphasis supplied) {b} Investment contracts, certificates of interest or

SRC (the "SRC-IRR") specifically defines an investment contract as Rule 26.3.5 of the 2015 Implementing Rules and Regulations of the

follows:

enterprise and is led to expect profits primarily from the efforts of scheme whereby a person invests his money in a common "An investment contract means a contract, transaction or

others. It is presumed to exist whenever a person seeks to use the money or property of others on the promise of profits.

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

commission." (Emphasis supplied)

In the case of SEC vs. Howey Co., the US Supreme Court defined an

laying out of money in a way intended to secure income or profit from its employment.15 Investment contracts have been used and adopted in investment contract as a contract or scheme for the placing of capital or

various situations where individuals were led to invest money in a common enterprise with the expectation that they would earn a profit

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through the efforts of the promoter or of someone other than themselves.16 It is in the context of the foregoing that the U.S. Supreme Court came up with and adopted the Howey Testi7 in determining if an investment scheme, regardless of the legal terminology used, partakes of the nature of an investment contract.

In the case of Virata vs. Ng Wee,18 the Supreme Court reiterated and emphasized the applicability of the Howey Test in determining if a security is an investment contract that requires prior registration from the Commission, thus:

"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 form of an investment contract. The case served as the foundation for the domestic definition of the said security.

Under the Howey test, the following must concur for an investment investment of money: (3) investment is made in a common enterprise; (4) expectation of profits; and (5) profits arising primarily from the efforts of others. Indubitably, all of the elements contract to exist: (1) a contract, transaction, or scheme: (2) an

are present in the extant case." (Emphasis supplied)

Relative thereto, the Supreme Court equally emphasized in the case of Power Homes Unlimited Corp. v. Securities and Exchange Commission19 that in applying the Howey Test, the nature and the entirety of the transaction should be considered, thus:

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

contract" under the Securities Act's definition of "security." The US Supreme Court, recognizing that the term "investment contract" was 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 not defined by the Act or illumined by any legislative report, held that "Congress was using a term whose meaning had been crystallized" "investment contract" indicated a congressional intent to cover a wide

the qualifier with "primarily", acknowledging that an investment contract may still be present where the individual who placed the money exerted a small amount of effort in an attempt to earn the profits. 1s G.R. Nos. 220926, 221058, 221109, 221135 & 221218, July 5, 2017 expected to be solely through the efforts of another party, Rule 26.3 of the 2015 IRR of the SRC replaced 16 Ibid. Although the definition as stated in the Howey Case qualified that the earning of profit was 17 fbid 19 G.R. No. 164182, February 26, 2008. THE DOCUMENTS ON RECORD CERTIFIED TRUE COPY O SEC -- OGC

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range of investment transactions. It established a test to determine whether a transaction falls within the scope of an "investment contract." Known as the Howey Test, it requires a transaction, contract. or scheme whereby a person (1) makes an investment of money, (2) in

derived solely from the efforts of others. Although the proponents must a common enterprise, (3) with the expectation of profits, (4) to be

establish all four elements the US Supreme Court stressed that the

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

(Emphasis ours)

Applying the Howey Test to the instant case, the Commission agrees with the EIPD's finding, and holds that 1UP TIME is engaged in the sale and/or offer of unregistered securities in the form of investment contracts in violation of Section 8.1 of the SRC as all the elements are present, to wit:

First, there is an investment of money made by member- investors who have paid for the product/investment packages which they have purchased from 1UP TIME. In this regard, EIPD presented evidence that investors actually invested in 1UP TIME's product packages, a fact that is corroborated by the posts/publications made by 1UP TIME which showcased its monthly Valorant top performers.

Second, the EIPD was able to show that the investment scheme of 1UP TIME involves the pooling of amounts invested by its member-investors which are actually utilized to pay various bonuses, rewards and incentives promised to its existing members. This mechanism which ensures the continued operation of 1UP TIME is the common enterprise that is being sustained by the investments that it is receiving from the public;

Third, the member-investors clearly expect profits from the product/investment packages which they have purchased from 1UP TIME up to an amount of P28,000.00/day or p840,000.00/month; and

receive are generated through the efforts'of 1UP TIME, Mr. Fourth, the profits which member-investors expect to NECCG

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Nolasco, and/or its Agents who carry out extensive marketing and distribution activities to ensure the continued influx of new member-investors. The guaranteed returns and bonuses are also generated because of the efforts of new members who recruit and establish/broaden their respective downlines.

Moreover, the act of 1UP TIME in conducting actual presentations

its investment scheme and packages through YouTube, Facebook to prospective investors, and/or publishing/posting the same, including

constitute public offering as defined under Rule 3.1.17 of the 2015 SRC IRR, to wit

"3.1.17. Public offering is any offering of securities to the public or to anyone, whether solicited or unsolicited. Any solicitation or

shall be presumed to be a public offering: presentation of securities for sale through any of the following modes

X X X

3.1.17.3 Advertisement or announcement in radio, television, telephone, communication electronic technology communications, or any other information forms of communication;" (Emphasis supplied)

Considering that 1UP TIME has not secured the requisite license from the Commission as shown in the Certifications issued by the MSRD CRMD, and CGFD,20 its act of publicly offering unregistered securities equally constitutes a violation of Section 8.1 of the SRC in relation to the afore-quoted provision of the SRC-IRR. Verily, this warrants the issuance of a CDO.

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 or practice, unless restrained, will operate as a fraud on investors "Section 64. Cease and Desist Order. -- 64.1. The Commission, after without the necessity of a prior hearing if in its judgment the act

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prejudice to the investing public." (Emphasis supplied) or is otherwise likely to cause grave or irreparable injury or

Under the afore-quoted provision, there are two (2) essential requisites that must be complied with before a CDO can be validly issued] to wit:

1) There must be a conduct of a proper investigation or verification; and

2 There must be a finding that the act or practice, unless

restrained, will operate as a fraud on investors or is otherwise

investing public.21 likely to cause grave or irreparable injury or prejudice to the

First, the EIPD conducted an independent investigation and presented substantial evidence in support of its Motion i.e. Certifications from the CRMD, CGFD and MSRD,22 Affidavit of the EIPD23 investigating officers on We find these requisites to have been complied in the instant case.

and the YouTube video presentations25 of Dr. Mercado on 1UP TIME's the conduct of their investigation; screenshots of Facebook postings,24

investment schemes.

Second, the EIPD was able to show that the act of 1UP TIME in selling/offering product/investment packages without the requisite

the investing public.26 Furthermore, license from the Commission operates as a fraud to the public which, if unrestrained, will likely cause grave or irreparable injury or prejudice to the Commission takes

amount which certainly will not be able to sustain payment of the administrative notice of 1UP TIME's Amended AoI which shows that its authorized capital stock is only One Million Pesos (P1,000,000.00), an extravagant bonuses and incentives offered in its product/investment packages and compensation plans.

Again, this Commission reiterates that Section 8 of the SRC clearly

with, and secure the approval from the Commission of a registration statement, to wit: requires from any entity selling/offering or dealing with securities to file

21 Securities and Exchange Commission vs. Performance Foreign Exchange Corporation, G.R. No. 23 ibid. Annex "R" 24 Ibid. Annexes "A" to "C", "K" "M", and "N" 26 Section 64 of the Securities Regulation Code. 154131, July 20, 2006. 25 Ibid. Annex "G" 22 Motion. Annexes "D" to "F" SECOGC

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securities, in such form and with such substance as the Commission shall not be sold or offered for sale or distribution within the Philippines, without a registration statement duly filed with and approved by the Commission, Prior such sale, information on the "SEc. 8. Requirement of Registration of Securities. - 8.1 Securities

may prescribe, shall be made available to each prospective purchaser." (Emphasis supplied)

1UP TIME's act of selling/offering product/investment packages

in the case of Securities and Exchange Commission vs. CJH Development the requisite registration statement necessarily defrauds the investing public and warrants the immediate issuance of a CDO. This finds support Corp.27 where the Supreme Court categorically held, thus: which are securities in the form of investment contracts constitute sans

injury to the public that the SEC is obliged to protect. a verified complaint from an aggrieved party. A prior hearing is also not required whenever the Commission finds it appropriate to issue a issued by the SEC motu proprio, it being unnecessary that it results from cease and desist order that aims to curtail fraud or grave or irreparable injury to investors. There is good reason for this provision, as any delay in the restraint of acts that yield such results can only generate further "The law is clear on the point that a cease and desist order may be

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 shall not be sold or offered for sale or distribution within the The act of selling unregistered securities would necessarily

Philippines without a registration statement duly filed with and approved by the SEC and that prior to such sale, information on the securities, in such form and with such substance as the SEc may prescribe, shall be made available to each prospective buyer." (Emphasis supplied)

WHEREFORE, premisesconsidered, SUPERBREAKTHROUGH ENTERPRISES CORP. doing business under the name and style of 1UP TIME, Mr. Juluis Allan Nolasco, Dr. Mercado, its directors, officers operators, administrators, promoters, representatives, salesmen, agents, investment team planners, mentors, enablers, influencers, assigns,

acting for and in their behalf, are hereby ordered to IMMEDIATELY CEASE AND DESIST from engaging in the unlawful/unauthorized solicitation, offer and/or sale of securities in the form of investment conduit entities, subsidiaries, and any and all persons claiming and/or

27 G.R. No. 210316, November 28, 2016. PAGE THE DOCUMENTS ( CERTIFIED TRUE COPY OF SEC --OGC 1 A IN RECOFE PAGRG

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contracts and/or any other similar or related acts, until the requisite registration statement is duly filed with and approved by the Commission.

SUPERBREAKTHROUGH ENTERPRISES CORP. doing business

representatives, salesmen, agents, investment team planners, mentors, under the name and style of 1UP TIME, Mr. Juluis Allan Nolasco, Dr. Mercado, its directors, officers, operators, administrators, promoters, all persons claiming and/or acting for and in their behalf are likewise directed to immediately CEASE their internet presence relating to the enablers, influencers, assigns, conduit entities, subsidiaries, and any and

transactions and investment scheme covered by this Cease and Desist Order. The Commission will institute the appropriate administrative and

information providers, salesmen, agents, brokers, dealers or the like for and in their behalf. criminal action against any persons or entities found to act as solicitors

transferring, disposing, or conveying in any manner, any and all assets, enablers, influencers, assigns, conduit entities, subsidiaries, and any and directly or indirectly, under their custody, to ensure the preservation of the assets of the investors. SUPERBREAKTHROUGH ENTERPRISES CORP. doing business under the name and style of 1UP TIME, Mr. Juluis Allan Nolasco, Dr. Mercado, its directors, representatives, salesmen, agents, investment team planners, mentors, all persons claiming and/or acting for and in their behalf from transacting any business involving funds in its depository banks, and from named persons herein may have interest, claim or participation, whether properties, real or personal, including bank deposits, if any, of which the Finally, officers, the operators, Commission administrators, hereby PROHIBITS promoters.

The EIPD of the Commission is hereby DIRECTED to:

1) Serve this Cease and Desist Order to SUPERBREAKTHROUGH of 1UP TIME, Mr. Juluis Allan Nolasco, Dr. Mercado, its directors. of Incorporation; ENTERPRISES CORP. doing business under the name and style officers in the office address as indicated in its Amended Articles

2) Cause the posting of this Cease and Desist Order in the

Commission's website.

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The EIPD is FURTHER DIRECTED to submit a formal compliance report, by way of a pleading, to the Commission En Banc within ten (10) days from receipt of this Cease and Desist Order.

Let a copy of this Order be furnished to the Company Registration and Monitoring Department, Markets and Securities Regulation Department, Corporate Governance and Finance Department and the Information and Communications Technology Department of this Commission, the Bangko Sentral ng Pilipinas, the Department of Trade

Information and Communications Technology, and the relevant local and Industry, the National Privacy Commission, the Department of government unit(s) for their information and appropriate action.

receipt of this Order. En Banc thru the Office of the General Counsel, within five (5) days from Part II, Rule IV, Section 4-3 of the 2016 Rules of Procedure of the SEC, the Respondent may file a verified Motion to Lift the CDO to the Commission In accordance with the provisions of Section 64.3 of the SRC and

FAIL NOT UNDER PENALTY OF LAW

SO ORDERED.

Makati City, Philippines.

EMILIO B.|AQUINO

Chairperson

JAVEY PAUL D. FRANCISCO KELWNLESTERK.LEE

Commissioner Commissioner

KARLO|S,BELLO MCJILL BRYANT T. FERNANDEZ

Commissioner Commissioner

SEC --OGC

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BY:

SECURITIES AND EXCHANGE COMMISSION SEC HEADQUARTERS, 7907 Makati Avenue Salcedo Village, Bel-air, Makati City Republic of the Philippines 12.DEC.2013 DATE

vni&iing of FOORt EEN " SFY CERTIFY that the foregoing is a true Hreof eet xerox reproduction of the official file SEC CD0CZ3104 i0 tf custody of (14 pages pertaining to this Cormnission

Veriffed By: OR No. SE AministrativeOf cerd GIPSY C. DAYAON Dated