One Lightning Corporation

SEC Building, EDSA, Greenhills, Mandaluyong City Securities and Exchange Commission Republic of the Philippines Department of Finance In the Matter of: ONE LIGHTNING CORPORATION ENFORCEMENT AND INVESTOR PROTECTION DEPARTMENT, Movant. SEC-CDO CASE NO.03-15-015 Order FOR: Issuance of Cease and Desist X ORDER and Desist Order dated 4 March 2015 filed by the Enforcement and Investor Protection Department (EIPD) of this Commission against ONE LIGHTNING CORPORATION (One Lightning). Pending consideration before the Commission is a Motion for Issuance of a Cease SEC Registration No. CS201414980.1 The primary purpose of One Lightning is "[t]o basis". organic finish product, and products of all kinds and description in wholesale and retail engage in the business of buying, selling, marketing and distributing of goods such as coffee, juice, tea, food supplements, beauty products, soap, lotion, perfume, cosmetics. One Lightning was incorporated with the Commission on 22 August 2014 under In its Motion for Issuance of Cease and Desist Order, the EIPD alleged that it SEC ZEO the concerns of an informant who was informed of the investment received a Memorandum from the Zamboanga Extension Office (SEC ZEO) of the Commission. The Memorandum of the SEC ZEO stated that, on 9 January 2015, it received an email of the Department of Trade and Industry (DTI which referred to the Lightning. opportunities of One Lightning and sought the information on its status.3 In response, the EIPD requested the SEC ZEO to gather evidence concerning the activities of One 2 Id., par. 2, Annex "B" (Second Article of the Articles of Incorporation). I Motion for Issuance of Cease and Desist Order, par. 1. A Id., par. 6. Id., par. 5, AnnexC(Memorandum of SEC ZEO addressed to the EIPD dated 12 January 2015. In the matter of: One Lightning Corporation Page 2 of 12 SEC CDO Case No. 03-15-015 investigating team noticed that there were people lining up in front of a booth with a office of One Lightning to conduct a surveillance operation on the activities of the latter. office and that some of them were waiting for the training to start. Further, the sign stating "CASH-INand another stating "PAYMENTS The investigating team noticed that there were about twenty to thirty people inside the On 26 January 2015, the investigating team of the EIPD went to the principal of One Lightning by the name of Cristina Pascual, who was giving instructions to the benefits of investing with One Lightning. She responded by asking if the member of the investigating team had a sponsor in which he responded in the negative. Thereafter, various walk-in customers. A member of the investigating team inquired from her about she stated that one can join One Lightning only if one had a sponsor since they do not want to compete with or take away the business of another sponsor. She next stated that "sponsors are those who bring in investors and are thus rewarded for such referrals or sonsorships. The investigating team posing as potential investors approached a representative one could earn by investing. She stated that there were several packages one can avail of for the amount of Php 766,500.00. Further, she stated that one can sponsor other members and earn a "Referral Reward" for each referral and when the account matures such as theStarter Packagefor the amount of Php 1,500.00 to theExecutive Package one can also earn Maturity Rewards. For example,she stated that by availing of the Next, Cristina Pascual explained the business of the corporation and how much Lastly, she stated one can earn additional profits by sponsoring new investors and that the 220,000.00 in just a few months. Moreover, one can also earn 30% in profit shares "Executive Packagefor the amount of P766,500.00,one can earn a profit of Php profits will be derived from the investment of the new investors down the line. Another member of the investigating team was able to speak with another company representative who said that his name was Sherwin Gonzales. According to Mr. He said that the company is engaged in the marketing of beauty, skin and personal care products, food supplements and healthy beverages by utilizing a unique and powerful Gonzales, One Lightning provided a revolutionary compensation plan to its distributors. distribution method designed to provide exceptional income opportunity to its distributors as much as Php 5 Million from his investment and recruitment activities with One for both local and international market. Further, he said that he was already able to earn Lightning, and that he was able to buy a number of luxury vehicles such as a Camaro through his earnings. He then invited the member of the investigating team to connect with him through his FACEBOOK account to learn more about the company and the benefits that can be derived from investing in it. He gave his FACEBOOK Account name as Surewin Gonzales. 5 Id., par. 8, Annex "D" (Field Investigation Report dated 26 January 2015 of the EIPD). 6Id., par. 9, Annex "D(Field Investigation Report dated 26 January 2015 of the EIPD) : Id., par. 15, Annex "D" (Field Investigation Report dated 26 January 2015 of the EIPD). Id., pars. 9, 11 and 12, Annex "D" (Field Investigation Report dated 26 January 2015 of the EIPD) In the matter of: One Lightning Corporation SEC CDO Case No.03-15-015 Page 3 of 12 law,and that he was promised that he will earn Php 111,567.00 if he invested Php that it met with an informant. The informant stated that he was recruited by his sister-in- 75,600.00. On 3 February 2015, the SEC ZEO submitted its investigation report which stated Still posing as a prospective investor.1? The email of Cristina Pascual attached the Power Point presentation of One Lightning.11 One of the slides of the Power Point presentation features the packages offered by One Lightning, as follows: was in response to an email sent to her by one of the members of the investigating team On 11 February2015, the EIPD received an email from Cristina Pascual which PACKAGES: NAME OF PACKAGE Starter Php 1,500.00 PRICE 3 Pure Glow Soap PRODUCTS Premium Platinum Executive Diamond Builder Dealer Silver Gold Php 190,500.00 Php 382,500.00 Php 10,500.00 Php 22,500.00 Php 766,500.00 Php 4,500.00 Php 46,500.00 Php 94,500.00 3 Pure Glow Soap 2 Apricot Scrub, 6 Mikaori Whitening Perfume Lotion, and 7 Pure Glow Soap 5 Apricot Scrub, 10 Mikaori Whitening Perfume Lotion, and 11 Pure Glow Soap 1 Apricot Scrub, 2 Mikaori Whitening Perfume Lotion, and and 22 Pure Glow Soap 24 Apricot Scrub, 50 Mikaori Whitening Perfume Lotion, 48 Apricot Scrub, 102 Mikaori Whitening Perfume Lotion, and 90 Pure Glow Soap 12 Apricot Scrub, 24 Mikaori Whitening Perfume Lotion, and 180 Pure Glow Soap and 360 Pure Glow Soap and 45 Pure Glow Soap 97 Apricot Scrub, 204 Mikaori Whitening Perfume Lotion, 195 Apricot Scrub, 408 Mikaori Whitening Perfume Lotion, "Incentives" that the members may receive from One Lightning. One of the incentives Rewards" slide of the Power Point presentation provides for the amount of money that a member may receive for sponsoring or referring each new member (1st Level Referral) as follows: which the members may receive is denominated as Referral Rewards. The Referral The next set of slides of the Power Point presentation provides for the I Id., pars. 22 24, Annex M (Power Power presentation of One Lightning). 4. Id., par. 20, Annex "J" (Investigation Report of the SEC ZEO dated 3 February 2015). 10 Id., par. 21, Annex"L"(Email of the investigating team dated 9 February 2015 and Email of Cristina Pascual dated 11 February 2015). In the matter of: One Lightning Corporation SEC CDO Case No. 03-15-015 Page 4 of 12 NEW Package PRODUCT Sponsor's Referral (Gross) Rewards Php Starter 80.00 Dealer Php 160.00 Php Builder 480.00 Premium Php 1,120.00 Silver Php 2,400.00 4,960.00 Gold Php Platinum Php 10,080.00 20,320.00 Diamond Php Executive Php 40,800.00 Maturity Rewards".The "Maturity Rewards" slide of the Power Point presentation provides for the amount of bonus money that a member may earn for each matured package of the 1St Level Referral: The next "Incentive" slide of the Power Point presentation is denominated as NEW Package Sponsor's (Gross) PRODUCT Rewards Referral n/a12 Starter Dealer Php 65.00 Builder Php 195.00 Php Premium 455.00 Silver Php 975.00 Gold Php 2,015.00 Platinum Php 4,095.00 Diamond Php 8,255.00 Executive Php 16,575.00 :"Unilevel Rewards"The "Unilevel Rewards" slide of the Power Point presentation or referred to by 1st Level Referral (2nd Level Referral), and (iii) the persons who are provides for the amount of bonus money that a member may earn upon the maturity of the shares of the following: (i) the 1st Level Referral, (ii) the persons who are sponsored sponsored or referred to by the 2nd Level Referral (3rd Level Referral), to wit: The following "Incentive" slide of the Power Point presentation is denominated as NEW Package Uni-level (Gross) PRODUCT n/a 13 Starter Php 4.50 Dealer Builder Php 13.50 Premium 31.50 Php Silver Php 67.50 Gold Php 139.50 283.50 Platinum Php Diamond 571.50 Php Php 1,147.50 Executive "Shares" which allows the member to earn an additional 30% profit from the amount they paid for the package purchased, as follows: Another "Incentive" slide of the Power Point presentation features the "Profit PRIVILEGES Package Type Amount Profit Shares (30%) Total Profit Shares Starter Php 1,500.00.00 n/aT4 n/a .12 A member who avails of the "Starter Package" is not entitled to "Maturity Rewards" A A member who avails of the "Starter Package" is not entitled to "Unilevel Rewards 14 A member who avails of the "Starter Package is not entitled to "Profit Shares". In the matter of: One Lightning Corporation SEC CDO Case No. 03-15-015 Page 5 of 12 Dealer Php 4,500.00 Php 1,350.00 Php 5,850.00 Builder Php 10,500.00 Php 3,150.00 Php 13,650.00 Premium Php 22,500.00 Php 6,750.00 Php 29,250.00 Silver Php 46,500.00 Php 13,950.00 Php 60,450.00 Gold Php 94,500.00 Php 28,350.00 Php 122,850.00 Platinum Php 190,500.00 Php 57,150.00 Php 247,650.00 Diamond Php 382,500.00 Php 114,750.00 Php 497,250.00 Executive Php 766,500.00 Php 229,950.00 Php 996,450.00 that it shares 70% of its profits to its distributors as compared to other corporations that only shares 20% of its profits. After the "Incentive" slides, there is a slide that features One Lightning claiming which a member can earn Php 2,077,425.00 by availing of the Executive Package". The "ONE PROGRAM" illustrates the computation of how a member can earn a total of Php 2,077,425.00 by receiving the "Referral Rewards", "Maturity Rewards", "Uni-Level Rewards" and "Profit Shares", to wit: The last slide is denominated as "ONE PROGRAM" and features the manner in ONE PROGRAM Type of Incentive Amount Number of Referrals Total Amount Referral Rewards: Php 40,800.00 10 1$' Level Referrals Php 408,000.00 Maturity Rewards: Php 16,575.00 10 1st Level Referrals Php 165,750.00 Uni-Level Rewards: 3rd Level Referrals: 1st Level Referrals: 2nd Level Referrals: Profit Shares: Php 1,147.50 n/a 1000 3r Level Referrals 100 2nd Level Referrals 10 1St Level Referrals n/a Php 1,147,500.00 Php 114,750.00 Php 229,950.00 Php 11,475.00 TOTAL: Php 2,077,425.00 account on the internet through which it communicates with its members and the public; describes and promotes its business and publicly offers its packages and posts copies of checks in various amounts paid to members. Thereafter, the EIPD alleges that One Lightning maintains a FACEBOOK .15 See Note 1, par. 16, Annex "F" (Copy of One Lightning's Facebook Account). In the matter of: One Lightning Corporation SEC CDO Case No. 03-15-015 Page 6 of 12 posted on the wall of its'FACEBOOK account which states the following: Moreover, the EIPD alleges that a letter of its president, Terence Kenji Ito, is "Marketing and Compensation Plan is based on a solid concept that enables a products and earn profit sharing through the movement of these products by distributor to become a one-time shareholder' by purchasing the company's purchases made by new members.! business presentations in public places, such as the Conference Hall in SM Megamall which has a seating capacity of 500 or more persons. Also appearing.on One Lightning's FACEBOOK account are its scheduled PROGRAM" in which a member may earn Php 2,077,425.00, and also states that it shares 70% of its profits to distributors compared to other corporations that only share 20% of its profits. The FACEBOOK account likewise features the above-mentioned ONE (SRC)19 and is not licensed to offer or sell securities to the public.20 and Finance Department (CGFD) issued a certification to the effect that One Lightning is not a registered issuer of securities under Sec. 8 and 12 of the Securities Regulation Code On 25 February 2015, upon request from the EIPD, the Corporate Governance Department (MSRD) issued a certification dated 3 March 2015 to the effect that One Lightning has not registered any securities pursuant to Section 8 and 12 of the Securities Regulation Code (SRC). Moreover, the Commission has not issued a Permit to Sell Securities.21 Similarly, upon request from the EIPD, the Markets and Securities Regulation Hence, this Motion for Issuance of a Cease and Desist Order. contract.2: commercial enterprise or profit-making venture and evidenced by a certificate, contract, instrument, whether written or electronic in character Securities are "shares, participation or interests in a corporation or in a 2 and includes an investment or distribution within the Philippines, without a registration statement duly filed with and approved by the Commission. In connection therewith, Section 12.1 of the SRC states Section 8.1 of the SRC provides that securities shall not be sold or offered for sale 2 Id., par. 26, Annex "O (MSRD Certification dated 3 March 2015). 1 Id., par. 18, Annex H(Copy of the One Program posted on One Lightning's Facebook Account). 2 Id., par. 25, Annex "N (CGFD's Certification dated 25 February 2015). 1 Id., par. 17, Annex "G" (Letter of Terence Ito posted on One Lightning's Facebook Account). 17 Id.par.19,AnnexFCopy of One Lightning's Facebook Account) and Annnex I(Copy of the 19 Republic Act 8799 (2000) 22 Section 3.1., SRC. 23 Section 3.1.(b), Id. schedule of business presentations posted on One Lightning's Facebook Account). In the matter of: One Lightning Corporation SEC CDO Case No. 03-15-015 Page 7 of 12 through the filing by the issuer in the main office of the Commission, of a sworn that all securities required to be registered under Subsection 8.1 shall be registered registration statement with respect to such securities, in such form and containing such information and documents as the Commission shall prescribe. An "investment contract" has been defined as follows: to expect profits primarily from the efforts of others. "G. An investment contract means a contract, transaction or scheme (collectively contract') whereby a person invests his money in a common enterprise and is led or property of others on the promise of profits. 1. An investment is presumed to exist whenever a person seeks to use the money 2. A common enterprise is deemed created when two (2) or more investors pool their resources -- creating a common enterprise, even if the promoter receives nothing more than a broker's commission. traces its roots from the US Supreme Court case SEC v. W.J. Howey Co. where the Court of profits, (4) to be derived solely from the efforts of others.? stated that an investment contract is a transaction, contract, or scheme whereby a person (1) makes an investment of money, (2) in a common enterprise, (3) with the expectation The concept of an investment contract in the Philippines is of American origin. It come "solely" from the efforts of others should be liberally construed because a literal reading of the requirement "solely" would lead to unrealistic results. It reasoned out that its flexible reading is in accord with the statutory policy of affording broad protection to the public. Because of this, it is no longer necessary that the expected profit accrue solely from the efforts of others. In another U.S. Supreme Court case, it was held that the element that profits must Exchange Commission.27 The Philippine Supreme Court stated that an investment must be proved to be (1) an investment of money, (2) in a common enterprise, (3) with to another for the purpose of deriving profits from them, he or she is in fact investing in a Philippines, thus, for example, in Power Homes Unlimited Corporation v. Securities and contract in our jurisdiction, to be a security subject to regulation by the Commission. security.28 expectation of profits, (4) primarily from efforts of others. Under this definition, whenever an investor relinquishes control over his or her funds and submits their control The concept of an investment contract has since been transported in the 25 328 U.S. 293, 66 S. Ct. 1100, 90 L. Ed. 1244, 163 A.L.R. 1043 (1946). 24 SRC Rule 3(1)(G), Amended Implementing Rules and Regulations (IRR) of the SRC. 2s Investment Co. Institute v. Camp, 274 F. Supp. 624 (D. D.C. 1967). 27 G.R. No. 164182, 26 February 2008 26 SEC v. Glenn W. Turner Enterprises, Inc, 474 F. 2d 476, 414 U.S. 821, 94 (1973). SEC CDO Case No. 03-15-015 Page 8 of 12 In the matter of: One Lightning Corporation enterprise or venture in a manner that subjects himself to financial loss.29 In the instant case, as provided for by Cristina Pascual during the surveillance operation on 26 January of the various packages of One Lightning. the first element, an investment of money occurs when an investor commits money to an money to.These packages that one can avail of are likewise provided in the Power Point presentation which includes, among others, the "Dealer Package", "Builder Package" or 2015, there are several packages of One Lightning one can avail of, such as the Executive Package"for the amount of Php 766,500.00, in which the members commit "Executive Package". Clearly, there is an investment of money when the member avails In the case at bar, the four elements of an investment contract are present. As to enterprise is deemed created when two (2) or more investors "pool" their resources. Several tests have evolved to determine what constitutes "common enterprise" 30 One of involves an inquiry into whether the said transaction involves the joint participation of these tests is the horizcntal commonality approach. Under this test, the determination of whether a transaction satisfies the commonality element of the modified Howey test more than one investor in (i) the investment of funds or (ii the sharing of profits. Furthermore, joint 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 enterprise element. As to the second element, there is a common enterprise. To reiterate, a common the members and their referrals. As stated by Cristina Pascual, prospective members can Rewards") by sponsoring or recruiting the 1st Level Referrals. Further, such members be seen, the profits of the members are derived from the investment of all the referrals. avail of any of the investment packages, they can earn profits (known as Referra can earn Maturity Rewardsfor the maturity package of their 1st Level Referrals, or earn "Unilevel Rewards"" upon the maturity of the shares up to the 3rd Level Referrals. As can only join One Lightning if such members have a sponsor. Moreover, once such members Clearly, there is a pyramid scheme33 that exists in One Lightning, which indicates a common enterprise. In the case at bar, a common enterprise exists since there is a joint participation by court has meant either capital appreciation resulting from the development of the initial As to the third element, there must be an expectation of profits. By profits, the 29 SEC v. International Mining Exchange, Inc., 515 F. Supp. 1062. 33 People v. Balasa, G.R. Nos. 108601-2 (1998, in citing the Consumer Act of the Philippines (RA 7394), 31 Id., citing 69 Am Jur 2d citing Stenger v. R.H. Love Galleries, Inc. 741 F2d 144. In the Matter of Octopus Network,Inc.SEC-PED Case No.98-2220,22 May 1998. 2 Id., citing Wasnowic v. Chicago Bd. of Trade 352 F Supp 1066. investment, is granted by the manufacturer or his representative a right to recruit for profit one or more additional persons who will also be granted such right to recruit upon condition of making similar and credit; Provided,furtlier, That the limitation on the number of participants does not change the defines a pyramid scheme as a sales devices whereby a person, upon condition that he makes an investments: Provided, That, the profits of the person employing such a plan are derived primarily from the recruitment of other persons into the plan rather than from the sale of consumer products, services nature of the plan. In the matter of: One Lightning Corporation SEC CDO Case No. 03-15-015 Page 9 of 12 investment.34 In this case, the members avail of the packages with the view of receiving profits from One Lightning. In other words, the members flocked to One Lightning primarily for the income opportunity and not for the products offered by the latter (e.g. soap, body scrub or skin whitening lotion). investment, or participation in earnings resulting from the use of investors' funds. In such cases, the said investors are attracted primarily by the prospects of a return on his PROGRAM, which is featured in One Lightning's Power Point presentation and members of One Lightning. Apricot Scrub, 408 units of Mikaori Whitening Perfume Lotion, and 360 units of Pure minded person will not pay Php 766,500.00 for such products. On the other hand, it is evidently apparent that a member would rather avail of the Executive Packagefor the opportunity to earn a large profit of Php 2,075,425.00 considering that the ONE FACEBOOK account, emphasizes on the opportunity to earn such a large profit.It must be noted that the amount of Php 2,075,425.00 is in a large font as compared to the above- Glow Soap) for the amount of Php 766,500.00 appear to be overpriced.A reasonable Clearly, the third element is present and there is an expectation of profits from the enumerated products available in the Executive Package", which are in a smaller font. In fact, the products available in the Executive Package(such as 195 units of from the efforts of others. In this case, the operations and management rests upon One Lightning and the members do not participate in such operations or management thereof Lastly, as to the fourth element, there must be the expectation of profits primarily within the Philippines of securities, i.e., investment contracts, based on the statements made by Cristina Pascual, the Power Point presentation and FACEBOOK account of One Lightning, without a registration statement duly filed with and approved by the Commission in violation of Sec. 8.1 of the SRC. Clearly, One Lightning is engaged in the sale or offering for sale or distribution SRC since the scheme offered by One Lightning will operate as a fraud on investors or new investors joining the scheme. It is difficult to sustain over a long period of time man" collects his money from his second or third round of investors and then absconds likely to cause grave or irreparable injury. The Supreme Court, in a case, held that a transaction similar to the case at hand is not a legitimate investment strategy but a because One Lightning needs an ever larger pool of later investors to continue paying the promised profits to early investors. The idea behind this type of swindle is that the "con- gullibility scheme, which works only as long as there is an ever increasing number of Consequently, the issuance of the CDO is justified pursuant to Section 6435 of the 35 Section 64.1., SRC. The Commission, after proper investigation or verification, motu propio, or upon 34 Power Homes Unlimited Corporation v. Securities and Exchange Commission. 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 to cause grave or irreparable injury or prejudice to the investing public. In the matter of: One Lightning Corporation SEC CDO Case No. 03-15-015 Page 10 of 12 before anyone else shows up to collect. Necessarily, these schemes only last weeks or months at most.36 Hence, the issuance of the CDO is justified. officers, directors, agents, representatives, conduits, assigns, and any and all persons the following acts: (i) pursuing investment taking activities under the guise of the claiming and acting for and in behalf and under their authority are hereby ordered to IMMEDIATELY CEASE AND DESIST,UNDER PAIN OF CONTEMPT,from sale of its packages including recruiting, referring or sponsoring prospective members, (ii) offering, soliciting, selling unregistered securities in the form of investment contracts to the public, such as, but not limited to, investment contracts, pooling of funds, investment trusts, or similar forms, in connection therewith, soliciting, accepting or receiving from others, money for the purpose of places for the purposes of pursuing investment taking activities, offering, soliciting, trading in any futures contract, and (iii) holding business presentations in public selling its unregistered securities. WHEREFORE, premises considered, ONE LIGHTNING CORPORATION, its (a) serve this Order on the President, General Manager, Corporate Secretary, Treasurer or In-House Counsel of ONE LIGHTNING CORPORATION,(b) post copies of the Order at the entrance of the main office and/or branches, if any, of ONE LIGHTNING CORPORATION. Let a copy of this Order be also posted in the Commission's website and published in a national newspaper of general circulation. The Enforcement and Investor Protection Department is hereby DIRECTED to: known as the Securities Regulation Code and Sec. 10-3 of the 2006 Rules of Procedure of the Commission, the parties subject of this Cease and Desist Order may file a request for the lifting thereof within five (5) days from receipt hereof. In accordance with the provisions of Sec. 64.3 of Republic Act 8799, otherwise FAIL NOT UNDER PENALTY OF LAW SO ORDERED Mandaluyong City; 19 March 2015. 36 People v. Romero, et al., G.R. No. 112985, 21 April 1999. In the matter of: One Lightning Corporation SEC CDO Case No. 03-15-015 Page 11 of 12 The dispositive portion reads as follows: "WHEREFORE, premises considered, ONE LIGHTNING CORPORATION, its officers, directors, agents, representatives, conduits, assigns, and any and all persons claiming and acting for and in behalf and under their authority are hereby ordered to IMMEDIATELY CEASE AND DESIST; UNDER PAIN OF CONTEMPT, from the following acts: (i) pursuing investment taking activities under the guise of the sale of its packages including recruiting, unregistered securities in the form of investment contracts to the public, such as, but not limited to, investment contracts, pooling of funds, referring or sponsoring prospective members, (ii) offering, soliciting, selling investment trusts, or similar forms, in connection therewith, soliciting, accepting or receiving from others, money for the purpose of trading in any futures contract, and (iii) holding business presentations in public places for selling its unregistered securities. the purposes of pursuing investment taking activities, offering, soliciting, The Enforcement and Investor Protection Department is hereby DIRECTED to: a) serve this Order on the President, General Manager, Corporate Secretary, Treasurer or In-House Counsel of ONE LIGHTNING CORPORATION, (b) post copies of the Order at the entrance of the main office and/or branches, if any, of ONE LIGHTNING CORPORATION. Let a copy of this Order be also posted in the Commission's website and published in a national newspaper of general circulation. In accordance with the provisions of Sec. 64.3 of Republic Act 8799, otherwise known as the Securities Regulation Code and Sec. 10-3 of the 2006 Rules of may file a request for the lifting thereof within five (5) days from receipt hereof. Procedure of the Commission, the parties subject of this Cease and Desist Order FAIL NOT UNDER PENALTY OF LAW. SO ORDERED. Mandaluyong City; 19 March 2015. TERESITA J.HERBOSA Chairperson Mniet hitn MANUE Commissioner CRTO B.GAITE ANTONIETA F. IBE Commissioner EPHYRO LUIS B.AMATONG Commissioner BLA slm6. JAMES G.VITERBO Commissioner veMDn In the matter of: One Lightning Corporation SEC CDO Case No. 03-15-015 Page 12 of 12 COPY FURNISHED: Mandaluyong City, Metro Manila Philippines Company Registration and Monitoring Department 2nd Floor, Securities and Exchange Commission SEC Building, EDSA, Greenhills Mandaluyong City, Metro Manila Philippines Corporate Governance Finance Department 11th Floor, Securities and Exchange Commission SEC Building, EDSA, Greenhills Markets and Securities Regulation Department 6th Floor, Securities and Exchange Commission SEC Building,EDSA,Greenhills Mandaluyong City, Metro Manila Philippines 9th Floor, Securities and Exchange Commission Mandaluyong City, Metro Manila Philippines Economic Research and Training Department SEC Building,EDSA,Greenhills