OLYMPRO STOCKTRADING WEB CONTENT PUBLISHING

COMMISSION EN BANC Securities and Exchange Commission Republic of the Philippines Department of Finance IN THE MATTER OF: OLYMPRO STOCKTRADING WEB CONTENT PUBLISHING SEC CD0 CASE NO. 11-21-074 PROTECTION DEPARTMENT, ENFORCEMENT AND INVESTOR Movant. X CEASE AND DESIST ORDER until and unless the appropriate authority is granted by the Commission, the assets for the benefit of the investors. and all persons claiming and acting for and in their behalf, to immediately for sale securities, and to remove or take down its online offerings until the requisite registration statement duly approved by the Commission and the corresponding license to offer/sell securities are issued; and (b) prohibiting OLYMPRO STOCKTRADING WEB CONTENT PUBLISHING and its owner, CHRISTIAN MARK LACSON PEREDO, its respective officers, representatives, salesmen, agents, enablers, influencers and any and all persons claiming and acting for and in their behalf, to transact. dispose of, or convey in any manner, any and all assets, properties, real or personal, including bank deposits, if any, of which the named persons herein may have any interest, claim or participation whatsoever, whether directly or indirectly, under their custody, immediately to forestall grave damage and prejudice to all concerned and to ensure the preservation of PUBLISHING and its oWner, CHRISTIAN MARK LACSON PEREDO, its officers, representatives, salesmen, agents, enablers, influencers and any cease and desist from further engaging in activities of selling or offering Orderi (the "Motion") filed by the Enforcement and Investor Protection issued (a) directing OLYMPRO STOCKTRADING WEB CONTENT Department ("EIPD") on 15 November 2021, praying that an Order be This resolves the Motion for Issuance of a Cease and Desist St( O 1 Dated on 8 November 2021. THE DOCUMENt'S ON RECORE CERTIF{ED TRUE COPY OT PAGE Io PAUFS B OLYMPRO STOCKTRADING WEB CONTENT PUBLISHING SEC CDO Cease and Desist Order Page 2 of 10 11-21-07 RELEVANT FACTS Mark Lacson Peredo (" Mr. Peredo"). Olympro is registered with the Department of Trade and Industry ("DTI") with Certificate Registration No. 2102561.2 ("Olympro") is a sole proprietorship owned and operated by Christian OLYMPRO STOCKTRADING WEB CONTENT PUBLISHING inquiring about the legitimacy of the investment-taking activities that are reports, queries, and complaints3 from the public and alleged investors Sometime in October 2020, the EIPD started receiving email Regulation Code ("SRC") and its implementing rules and regulations. to conduct an investigation for possible violations of the Securities being carried out by Olympro and Mr. Peredo, which prompted the EIPD investment opportunities to the public through the availment of free to choose from three (3) compensation plans that are available, to compensation plans. The minimum amount that can be invested is P200.00 while the maximum amount is P100,000.00, and an investor is Wit: Based on its investigation, the EIPD found that Olympro is offering (a) beginner offers a twenty percent (20%) return in eight (8) (c) (b VIP trader offering a one hundred percent (100%) return in pro trader offers a fifty percent (50%) return in fifteen (15) days; days; thirty (30) days. trading is 8:2 which earns around 5% to 7% daily, such that, it would not affect the investment of investors even if there are losses. a five percent (5%) commission for every investor recruited. Mr. Peredo further claims that over the past four (4) years, his winning ratio in In addition to the compensation plan scheme, Olympro also offers to retrieve relevant information consisting of archived snapshots of the complaints about the investment-taking activities of Olympro. Relative thereto, the investigator issued a sworn affidavit4 stating that on the supposed launching day of Olympro on 1 October 2020, Mr. Peredo went into hiding and his personal Facebook account, Olympro's Facebook page and website (olympro.org) were all taken down. However, the investigator, through the online tool called Wayback Machine, was able The EIPD also conducted an online search to check the veracity of 3 Annexes "E-13," "E-14", "E-15", "E-16", "E-17", "E-18", "E-19", "E-20" and "E-21 2 Annex "A" 4 Annex "E" RTIFIED TRUE COPY OS OG THE DOCUMENTS ON RECORE E 2 1 OLYMPRO STOCKTRADING WEB CONTENT PUBLISHING SEC CDO Case No. 11-21-074 Cease and Desist Order Page 3 of 10 Olympro's website, frequently asked questions (FAQ) page and home page showing the investment compensation schemes of Olympro.5 applied for and/or obtained a primary franchise either as a corporation pursuant to Sections 8 and 12 of the SRC or mutual funds including Certifications Department ("CGFD")* of the Commission showing that Olympro has not broker/dealer of securities, and is not a registered issuer of any securities exchange traded funds, membership certificates, and time shares. Department ("CRMD"),6 the Markets and Securities Regulation Department ("MSRD"),7 and the Corporate Governance and Finance or partnership, has not been issued any secondary license to operate as Moreover, as part of its investigation, the EIPD secured from the Company Registration and Monitoring individuals or groups of persons soliciting investments for and on behalf by Olympro and Mr. Peredo and to exercise caution in dealing with the public not to invest or to stop investing in any of the schemes offered of Olympro On 20 October 2020, the Commission issued an Advisory9 warning since the investigation of all cybercrimes and crimes involving the use of information and communications technology fall within the NBI and PNP's jurisdictions. against Olympro to the National Bureau of Investigation Cybercrimes Division and the Philippine National Police Anti-Cybercrime Groupio Further, on 26 October 2020, the EIPD endorsed the complaints Metrobank, PSBank, and Unionbank11 to inform them of the Advisory issued by the Commission against Olympro and Mr. Peredo, and warned them of the possible use by Olympro and Mr. Peredo of the banking system in the perpetration of the investment scam to enable them to set The EIPD also issued letters to banks including BDO Unibank. up appropriate safeguards to protect the public. ISSUE Olympro is warranted based on the findings and evidence presented by the EIPD. Whether the issuance of a Cease and Desist Order ("CDO") against 8 Annex "D" and "F". 1o Annexes "H" and "I", respectively. 11 Annexes "J", "K", "L", and "M". 5 Annexes "E-01" to "E-10" 7 Annexes "C" and "N" 9 Annex "G" 6 Annexes "B" and "O". THE DO CERTIFIeD TRUE COPY O CUMENTS ON RECORD Sec QG 0 3 t e OLYMPRO STOCKTRADING WEB CONTENT PUBLISHING SEC CDQ Case No. 11-21-074 Cease and Desist Ordel Page 4 of 10 DISCUSSION grants the same. The Commission finds the instant Motion meritorious and hereby behalf are engaged in the public offering and/or sale of unregistered securities in the form of investment contracts without the requisite Olympro, its owner, Mr. Peredo and the persons acting for and on their secondary license from the Commission. The EIPD was able to establish by substantial evidence that the Commission, to wit: sold or offered for sale in the Philippines if the same are not approved by Section 8.1 of the SRC clearly provides that securities cannot be (Emphasis and underscoring supplied) shall 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. 8. Requirement of Registration of Securities. - 8.1 Securities Philippines, without a registration statement duly filed with and Section 3 of the SRC defines securities as follows: Sec. 3. Definition of Terms. - in a commercial enterprise or profit-making venture and evidenced by character. It includes: 3.1. "Securities" are shares participation or interest in a corporation or a certificate, contract, instrument, whether written or electronic in XXX ii. Investment contracts, certificates of interest or participation in a profit sharing agreement, certificates of deposit for a future subscription." (Underscoring supplied) 26.3.5 of the 2015 Implementing Rules and Regulations of the SRC ("2015 SRC IRR") as follows: Relative thereto, an investment contract is defined under Rule whereby a 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 profits. "An investment contract is a contract, transaction or scheme investors "pool" their resources, creating a common enterprise,evenoN RECORD A common enterprise is deemed created when two (2) or more. coPY or OC ( PAGE OLYMPRO STOCKTRADING WEB CONTENT PUBLISHING SEC CDO Case No. 11-21-074 Cease and Desist Order Page 5 of 10 if the promoter receives nothing more than a broker's commission." (Emphasis and underscoring supplied) In the case of SEC v. Howey Co., the US Supreme Court defined employment.12 Investment contracts have been used and adopted in investment contracts 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 enterprise under the expectation that they would be earning profit not persons besides themselves.13 situations wherein people are led to invest money in a common through their own efforts but through the efforts of the promoter or other In the case of Power Homes Unlimited Corp. v. Securities ana security.16 from efforts of others. Under this definition, whenever an investor deriving profits from them, he or she is considered as investing in a discuss the Howey Testi5 in determining if an investment scheme, regardless of the legal terminology used, partakes of the nature of an within the scope of an investment contract, and is thus a security under the SRC, if the following elements are present: (1) an investment of money; relinquishes control over his or her funds to another for the purpose of Exchange Commission14 the Supreme Court had the occasion to apply and investment contract. The Supreme Court held that a transaction falls (2) in a common enterprise; (3) with expectation of profits, (4) primarily with the EIPD's finding, and holds that Olympro is engaged in the sale and/or offer of securities in the form of investment contracts. Applying the Howey Test to the instant case, the Commission agrees occurs when an investor places money to an enterprise or venture in a manner that subjects himself to financial loss.17 In the instant case, the to support its Motion shows that investors actually invested money in on the particular compensation plan that was chosen. complaints18 received by the EIPD which the latter submitted in evidence Olympro's compensation plans. The amount of investment made by Olympro's investors ranged from P200.00 up to P100,000.00, depending First, there is an investment of money. Investment of money 16 Investment Co. Institute v. Camp, 274 F. Supp. 624 (D. D.C. 1967). 17 SEC v. International Mining Exchange, Inc., 515 F. Supp. 1062. 18 AnneXes "E-13," "E-14","E-15","E-16","E-17", "E-18","E-19","E-20" and "E:21T[{FIF:D TRUE COPY Of 14 G.R. No. 164182, February 26, 2008. 15 Established and applied in SEC vs. Howey Co., 328 U.S. 293 (1946) 13 Ibid. Although the definition as stated in the Howey Case qualified that the earning of profit was 12 328 U.S. 293 (1946) expected to be solely through the efforts of another party, Rule 26.3 of the 2015 IRR of the SRC replaced 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 THE DOCUMENTS ON RECORD SE( OG PCh Y o 1A F OLYMPRO STOCKTRADING WEB CONTENT PUBLISHING SEC CD0 Case No. 11-21-074 Cease and Desist Orde Page 6 of 10 by pooling the invested funds for a common purpose.2o Olympro's by Mr. Peredo in forex, cryptocurrency, commodities trading to earn profits. There is also commonality in the recruitment activity where a 5% when two (2) or more investors "pool" their resources.19 Thus, the joint participation of investors in the same investment enterprise is achieved investors pool their resources/monies together which are allegedly used Second, there is a common enterprise which is deemed created commission is earned for every successful recruit. the appreciation of the initial investment either from the development of Third, there is expectation of profits. Profits are expected from investors are investing their money in Olympro under the expectation that they will receive a guaranteed return ranging from 20%, 50% to 100% after the lapse of compensation plan period chosen i.e. 8, 15, or 30 days. the initial investment or from the use of the investors' funds. In either case, the investors are attracted to invest because he anticipates that there will be a return on his investment.21 In the instant case, the efforts of Olympro, Mr. Peredo and their agents, representatives and promoters who are allegedly engaged in forex, cryptocurrency and commodities trading. The investors efforts in recruiting other investors effort of others. The expectation of profits is derived primarily from the Fourth, there is an expectation of profits primarily through the are minimal. securities in the form of investment contracts. However, considering that Olympro has not secured the required license from the Commission, the issuance of a CDO is thus in order. Olympro should be considered as engaged in the sale and/or offer of Finding all the elements of an investment contract present, evidence that Olympro is engaged in the public offering of securities, which is defined under Rule 3.1.17 of the 2015 SRC IRR, thus: Furthermore, the EIPD was also able to prove by substantial whether solicited or unsolicited. Any solicitation or presentation of securities for sale through any of the following modes shall be presumed to be a public offering: "Public offering is any offering of securities to the public or to anyone, 21 Power Homes Unlimited Corporation v.Securities and Exchange CommissioRTIFIFD TRUE COPY 19 Paragraph 5, Rule 26.3.5 of the 2015 SRC IRR. 20 Wasnowic v. Chicago Bd. of Trade 352 F Supp 1066 IHE D -UMEtsI SEC QG S ON RECOKD PAGE C 0 E OLYMPRO STOCKTRADING WEI AT T PUBLISHING SEC CDO Case No.11-21-074 Cease and Desist Order Page 7 of 10 3.1.17.1. Publication in any newspaper, magazine or printed reading material which is distributed within the Philippines; 3.1.17.2. Presentation in any public or commercial place; 3.1.17.3. information communication technology or any television, telephone, electronic communications, other forms of communication; or Advertisement or announcement on radio, 3.1.17.4. Distribution and/or making available flyers, communication technology and other means of brochures or any offering material in a public or information distribution." (Emphasis Supplied) commercial place or to prospective purchasers through the postal system, information enticed more people to join and invest. website and official Facebook account where Mr. Peredo publishes "live updates"22 on the status of the trading. The public offering of Olympro. especially its "promo" of turning P1000 to P1500 in three (3) days Olympro's public offering of securities were made through its Relative thereto, Section 64 of the SRC provides that: complaint by any aggrieved party, may issue a cease and desist order without the necessity of a prior hearing if in its judgment the investors or is otherwise likely to cause grave or irreparable injury or prejudice to the investing public." proper investigation or verification, motu proprio or upon verified act or practice, unless restrained, will operate as a fraud on "Section 64. Cease and Desist Order. --- 64.1. The Commission, after likely to cause grave or irreparable injury or prejudice to the investing public.23 verification; and second, there must be a finding that the act or practice, order: first, there must be a conduct of a proper investigation or unless restrained, will operate as a fraud on investors or is otherwise requirements that must be met prior to the issuance of a cease and desist Under the afore-quoted provision there are the two (2) essential present in this case. The two (2) essential requirements of Section 64 of the SRC are 23 Securities and Exchange Commission vs. Performance Foreign Exchange Corporation, G.R? No. 22 Annexes "E-11" and "E-12" 154131, July 20, 2006. PAGE The doCuments RtIFIeD tRUE CoPY oP ( ON RECORD PAGFS B OLYMPRO STOCKTRADING WEB CONTENT PUBLISHING SEC CDO Case No. 11-21-074 Cease and Desist Order Page 8 of 10 the public, conducted an independent investigation of the activities of The records show that the EIPD, upon receiving the complaints of Olympro and Mr. Peredo, and was able to submit substantial evidence to support its Motion requesting for the issuance of a CDo. However, considering that Olympro has no known clear/actual trades operandi consists of enticing investors to part with their money on the clear that the investment scheme cannot be sustained and will prejudice promise of guaranteed high returns through its compensation plans. other than its alleged forex, cryptocurrency or commodities trading, it is Moreover, the evidence on record revealed that Olympro's modus restrained. Thus, We hold that the issuance of a CDO is in order. and likely cause grave and irreparable injury to the investing public if not Development Corp.24 the Commission is empowered to issue CDOs to protect the investing public, thus: As held in the case of Securities and Exchange Commission vs. CJH from a verified complaint from an aggrieved party. A prior hearing is can only generate further injury to the public that the SEC is "The law is clear on the point that a cease and desist order may be issued by the SEC motu proprio, it being unnecessary that it results or irreparable injury to investors. There is good reason for this provision, as any delay in the restraint of acts thatyield such results obliged to protect." also not required whenever the Commission finds it appropriate to issue a cease and desist order that aims to curtail fraud or grave by making it appear that respondents have authority to deal on 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 and underscoring supplied) operate as a fraud on investors as it deceives the investing public shall not be sold or offered for sale or distribution within the "The act of selling unregistered securities would necessarily such securities. Section 8.1 of the SRc clearly states that securities Philippines without a registration statement duly filed with and and/or offering for sale securities in the form of investment contracts in their behalf, are hereby directed to IMMEDIATELY CEASE AND DESIST from further engaging in, promoting and facilitating selling PEREDo, its respective officers, representatives, salesmen, agents, enablers, influencers and any and all persons claiming and acting for and WEB CONTENT PUBLISHING and its oWner CHRISTIAN MARK LACSON WHEREFORE, premises considered, OLYMPRO STOCKTRADING 24 G.R. No. 210316, November 28, 2016 CERTIFIFD tRuE COPY Of SE( OG PAGE THE DOCUMENTS ON RECORD A (D MS OLYMPRO STOCKTRADING WEB CONTENT PUBLISHING SEC CDO Case No. 11-21-074 Cease and Desist Order Page 9 of 10 and/or other activities/transactions, until the requisite registration corresponding license and/or permit to offer/sell securities are issued. statements are duly filed with and approved by the Commission, and the owner CHRISTIAN MARK LACSON PEREDO, its respective officers, scheme covered by this CDO. The Commission will institute the 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 in their behalf. representatives, salesmen, agents, enablers, influencers and any and all persons claiming and acting for and in their behalf, are directed to CEASE their internet presence relating to the transactions and investment OLYMPRO STOCKTRADING WEB CONTENT PUBLISHING and its persons claiming and acting for and in their behalf from transacting any and from transferring, disposing, or conveying in any manner, all assets, which the named persons herein may have any interest, claim or STOCKTRADING WEB CONTENT PUBLISHING and its oWner CHRISTIAN MARK LACSON PEREDO, its respective officers, representatives, salesmen, agents, enablers, influencers and any and all business involving the funds covered by this CDO in its depository banks, properties, real or personal, including but not limited to bank deposits, of participation whatsoever, directly or indirectly, under its/their custody to ensure the preservation of the assets for the benefit of the investors. Finally, the Commission herebyPROHIBITS OLYMPRO of the same in a newspaper of general circulation as provided for under posting of this Order in the Commission's website; and (b) the publication Section 4-2, Rule IV, Part I of the 2016 Rules. The EIPD of the Commission is hereby DIRECTED to cause (a) the report, by way of pleading, to the Commission En Banc WITHIN TEN (10) DAYS from receipt of this Cease and Desist Order. The EIPD is FURTHER DIRECTED to submit a formal compliance Communications Technology, for their information and appropriate action. National Privacy Commission, and the Department of Information and Company Registration and Monitoring Department, Corporate Governance and Finance Department, and the Information and Communications Technology Department of this Commission, the Bangko Sentral ng Pilipnas, the Department of Trade and Industry, the Let a copy of this Cease and Desist Order be furnished to the SEc OG PAG THe CERTIFIFD TRUE COPY OF CUMEnTS (o ON RECORD PA B OLYMPRO STOCKTRADING WEB CONTENT PUBLISHING SEC CDO Case No. 11-21-074 Cease and Desist Order Page 10 of 10 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 the Commission En Banc through the Office of the General Counsel. (5) days from receipt thereof. The Motion to Lift the CDO must be filed to FAIL NOT UNDER PENALTY OF LAW. SO ORDERED. Pasay City, Philippines; 18 November 2021 EMILIO B. AQUINO Chairperson EPHYRO LUIS B.AMATONG JAVEY PAUL D. FRANCISCO Commissioner Commissioner KELW N R K.LEE KARLO S.BELLO Commissioner Commissioner SE OG CERTIFIED TRUE COPY OP PA CHE THE DO ( TUMENTS ON RECORD 1o PAS BY