Satarah Wellness Marketing, Satarah Investment Group Inc., Satarah Wellness International

SEC BuildingEDSAGreenhillsMandaluyong City Securities and Exchange Commission Republic of the Philippines Department of Finance INTERNATIONAL, In the Matter of SATARAH WELLNESS MARKETING SATARAH INC. ENFORCEMENT AND INVESTOR PROTECTION DEPARTMENT, and INVESTMENT SATARAH WELLNESS GROUP Movant. Order SEC-CDO CASE NO.05-15-018 FOR:Issuance of Cease and Desist ORDER Protection Department (EIPD of the Commission praying for the issuance of a Cease in the form of investment contracts. Cease and Desist Order (Motion for CDO in the Petition (For Revocation of Certificate of Incorporation filed on 18 May 2015by petitioner/movant Enforcement and Investor and Desist Order CDO against the officers,partners,representatives, assigns,agents and any and all persons acting for and in behalf of Satarah Investment Group Inc Satarah Investment, Satarah Wellness Marketing and Satarah Wellness International. and directing them to refrain from selling or offering for sale or distribution of securities For the consideration of the Commission En Banc is the Motion for Issuance of SEC Registration No. CS201501660. Its incorporators and first directors include Romyllie B.Lau, Wing Pan Henrich Lau and Ruby Batolne.However,it is prohibited from acting as broker or dealer in securities as provided in its primary purpose and Certificate of Incorporation. Satarah Investment registered with the Commission on 2 February 2015 under issued to Romyllie B. Lau who is the sole proprietor.4 Trade and Industry (DTI on 11 April 2013 under Certificate No.02028867 which was Satarah Wellness Marketing is an enterprise registered with the Department of its advertisements in websites such as YouTube,Facebook and SlideShare Satarah Wellness International is allegedly a non-registered entity, and has placed Idpar.3AnnexBCertificate of Incorporation dated 2February 2015,and Annex CArticles of Idpar.2 and Annex ADTI Certificate issued to Satarah Wellness Marketing 4IdAnnexH-1Minutes of the Conference held on 22 April 2015 before the EIPD 5Id., pars. 4 and 33 Petition dated 13 May 2015. Incorproation In the matter of: Satarah Wellness Marketing SEC CDO Case No.05-15-018 Page2of12 Baguio Extension Office (SEC BEO) of the Commission. The Memorandum of the SEC investments from the public. The SEC BEO requested for advice on the course of action to take and attached a copy of the Terms and Conditions of Satarah Wellness BEO states that,on 23 February 2015, it received a phone call from a concerned person about the modus operandi of Satarah Wellness Marketing which is allegedly soliciting Marketing. In its Motion for CDO,the EIPD alleges that it received a Memorandum from the Marketing provides, to wit The salient provisions of the Terms and Conditionsof Satarah Wellness "SATARAH WELLNESS MARKETING TERMS AND CONDITIONS 2.ACCEPTANCE. In signing our registration forms you agree to be bound by these Terms and Conditions x x x 5. PAY-IN. This term refers to the process of entrusting your finances to the company. 6. DISBURSEMENT (PAY-OUT.This term refers to the process of getting the profit share of your entrusted money/finances from the company. 7.WITHDRAWAL.This term refers to the early drawing of not yet due entrusted finances to the company 8. PULL-OUT. This term refers to the partial/full withdrawal of due entrusted finances to the company. 9.COMMISSION. refers new clicnts to the company. This is also given to members who continuously entrusting [sic] their finances to the company such as renewal or additional accounts.x x x This term refers to the incentive given to member who 13.PRODUCT AND PROMO OFFERS.We may,from timc fo time, introduce products,programs,privileges,benefits or services to be governed by the specific terms and these Terms and Conditions.x x x 14.CLIENT ACCOUNTABILITY.You will be liable for any risk,loss or expense resulting from our implementation of your guidelines.Neither we nor any of our emplovees may be obliged to compensate you for such losses or expenses.x x x 19.SUSPENSION or TERMINATION OF ACCOUNT.If you fail to observe and comply with these Terms and Conditions, we may suspend or terminate any of your accounts or our services and products provided to you. In case we suspend, close or terminate one or more of your accounts, you agree to hold us free and harmless from any and all liabilities. claims and demands arising from the suspension or termination of the account. x x x SPECIFICPROCEDURES AND REGULATIONS FOR THE FOLLOWING 6Id.par,9 and AnnexD(Memorandum of SEC BEO addressed to the EIPD dated 18 February 2015 In the matter of: Satarah Wellness Marketing SEC CDO Case No.05-15-018 Page 3 of 12 1. PAY-IN a..Register at the reception counter. x x e.Present payment and wait for your acknowledgment receipt.x x x 2.DISBURSEMENTPAY-OUTx X x d.For unclaimed pay-outs on schedule dates, it will be released on the 15t or 30day of the month.x x x 4 COMMISSION.Commissions for new cntries are given upon PAY-IN INs from the 1 day to the 15 of the current month commissions will be released on the 30twhile PAY-INs from the 16t to the 30t will be on the 15of the following month. No renewal commission for the shares earning program.x PROVIDED that the sponsor is present.Commissions for additional accounts are also given upon PAY-IN of the existing member. For profit sharing renewal accounts,commissions will be released on the 15 and 30t of the month.PAY XX 6.PULL-OUT OR WITHDRAWALACCOUNTSxxx Charges will be imposed for pull out or withdrawal which will depend on the least 180 working days contract will be charged 10% from the full amount of the last DISBURSEMENT (PAY-OUT) shares earning program will be charged 12% of the invested amount. Promos/commissions and/or DISBURSEMENT(PAY-OUT claimed for the -For shares earning program,pull-out accounts will be charged 5% from interest only withdrawn account will be deducted to the account.x x x program availed. - Withdrawal of accounts in either of the profit sharing program or the -For profit sharing program, pull-out accounts that have not completed at 10. CHANGING OF SPONSORSHIP.It is not allowed that members will change sponsor on the registration form, it will be voided and the commission will be their sponsor anytime they want.(To old members, kindly indicate the name of personally fill in the registration form and should be the one to write the name of their sponsor Once the management finds out any alteration in the name of the original sponsor for renewal/additional accounts. New members are required to given.x x x NOTE: THIS SERVES AS A BINDING AGREEMENT BETWEEN SATARAH and Conditions x x x" (Emphasis ours) AND THE CLIENT. By signing this form,you agree to be bound by these Terms be taken bySEC-BEO. In a Memorandum dated 17 March 2015, the EIPD detailed the course of action to interview with Ms. A who is a client of Satarah Wellness Marketing. Ms.A stated that On 20 March 2015,Atty. Regina May Cajucom of the the SEC BEO conducted an Idpar.10 and AnnexEMemorandum of EIPD addressed to the SEC BEO dated 17 March 2015 8Thc witness,Ms.Arequested that her identity be kept confidential. In the matter of: Satarah Wellness Marketing SEC CDO Case No.05-15-018 Page 4 of 12 she invested One Hundred Thousand Pesos (Php 100,000.00 with Satarah Wellness. She product package was given to her. Moreover, there was no stipulation as to the sale of was promised an interest of 22% on her investment after a period of less than three (3) months. Upon her investment,she was given a choice among certain health and wellness products, and she chose a can of Pro-Shape drink. Thereafter, no other product or products on a commission basis. Further,Ms.A stated that the scheme is known to her as profit-sharing and a certain Henrich Lau will be investing their combined investments in shares of stock and in companies abroad include, among others, the following:(i Satarah Wellness Marketing conducts not only inspirational and spiritual workshops but also financial advisory/management seminars spouse;(ii for every new recruit or referral, each member receives a referral fee ranging recieves,20% thereof is required to be spent on products of Satarah Wellness Marketing. with no undertaking to sell them on commission basis; and (iv) there is no minimum from 4% to 12% but varies based on market ratesiiiof the referral fee a member amount of investment. which have helped Ms.A since she is a retiree facing financial difficulties and has a sick Ms. A shed light on the modes of operation of Satarah Wellness Marketing which Amount:100,000Regular Rate:6%andAMT:6000and iiiSatarah Wellness Official Calendar Profit Sharing Programsigned by Romyllie B. Lau which provides for ireceipt issued bySatarah Wellnessin the amount of Php 100,000.00 in which Profit Sharing Programwas checked off;iiCommission Slipwhich states Investment the schedule of payments. During the interview,Ms. A submitted to the SEC BEO the following documents Satarah Wellness Marketing is not authorized to solicit investments from the public since it does have not secondary license issued by the Commission. On 26 March 2015, the Commission posted an advisory on its website stating that Satarah Wellness Marketing appeared before the EIPD to explain the marketing scheme be submitted, the continuation of the conference was reset.13 of Satarah Wellness Investment. As there were documents rcquired of the respondents to On 13 April 2015,Romyllic B. Lau as well as some members and officers of it as a mere holding company. Moreover, she stated that Satarah Investment has not commenced its business operations and they have not solicited investments from the without procuring a secondary license from the Commission. Romyllie B. Lau and Ruby Batolne appeared before the EIPD on behalf of Satarah Investment.Romyllie B. Lau stated that she requested her cousin to register Satarah Investment with the Commission as an investment house but, instead,the latter registered public The EIPD warned them against soliciting any investments from the public Another conference was held on 22 April 2015 in which Wing Pan Henrich Lau 12 Id., par. 14 and Annex "G" (SEC Advisory dated 26 March 2015) See Note 1,par.11 and Annex F(Memorandum of SEC BEO dated 23 March2015 1 Id.Annex F-2Receipt issued by Satarah Wellness Marketing,AnnexF-3Commission Slip) and 1Id. par.15 and Annex H(Minutes of the Proceedings dated 13 April 2015 IdAnnexH-1Minutes of the Proceedings dated22 April 2015 1 AnnexF-7Profit Sharing Program. In the matter of: Satarah Wellness Marketing Page 5 of 12 SEC CDO Case No.05-15-018 members and officers of Satarah Wellness Marketing again appeared before the EIPD on behalf of the company but, however, failed to bring the required documents.1 consequence, the EIPD issued an Order requiring the officers of Satarah Wellness Marketing failed to comply with the Order. Marketing to submit the required documents and to stop receiving investments from the public. The EIPD alleges that,despite the lapse of time, the officers of Satarah Wellness During the continuation of the conference'5Romyllie B. Lau as well as some As a inspection, Romyllie B. Lau stated that they are not operating under the name Satarah Investment but under Satarah Wellness Marketing. The Inspection Report states that, on 27 April 2015,the Regional Law Enforcement Coordinating Committee (RLECC,upon the request of the SEC BEO,conducted an ocular inspection at the office of Satarah Wellness Marketing due to concerns of the said extension office on investment fraud committed within the region. During the ocular On 4 May 2015, the EIPD received an Inspection Report from the SEC BEO9 members who will invest a certain amount of money and promises them a 5% interest on their investment after a period of 60 days. From the amount invested by a member, such member has the option to use the 30% of the amount invested to buy products offered by Satarah Wellness such as sack of rice, an iPhone,toiletries, appliances and apparel. Such products are only offered to its members only. Moreover,she alleges that the profit of the company is derived through the sales of the products offered at wholesale or retail. Further, Romyllie B. Lau stated that Satarah Wellness Marketing accepts for membership was attached to the Inspection Report as well as the above-mentioned indicates the name Satarah Wellness at the top thereof, and requires that referror applicants will have to fill out and submit application for membership. The applicatior place his or her signature at the bottom thereof. Terms and Conditionsof Satarah Wellness Marketing.The application for membership Additionally, Romyllie B. Lau stated that, prior to being accepted as members latter's Terms and Conditions which is substantially similar to the Terms and Conditionsattached to the SEC BEO Memorandum dated 12 January 2015. The salient provisions of the Terms and Conditionsprocured by the RLECC provide as follows The RLECC was able to procure from Satarah Wellness Market a copy of the TERMS AND CONDITIONS 2.ACCEPTANCE. In signing our registration formsyou agree to be bound by these Terms and Conditions x xx 8.SALE INCENTIVE.This term refers to the incentive given to member who refers new clients to the management.x x x 17 See Note I, par. 15 and Annex "H-2" Order dated 28 April 2015. 15 Conference held on 22 April 2015. 1Id. AnnexTInspection Repor dated 28 April 2015 18 d., par. 15. 16 See Note 14. In the matter of: Satarah Wellness Marketing SEC CDO Case No.05-15-018 Page 6 of 12 12.PRODUCT AND PROMO OFFERS.We may,from time to time,introduce products,programs,privileges,benefits or services to be governed by the specific terms and these Terms and Conditions. x x x . 13.CLIENT ACCOUNTABILITY.You will be liable for any riskloss or expense employees may be obliged to compensate you for such losses or expenses. x x x resulting from our implementation of your guidelines. Neither we nor any of our 18.SUSPENSION or TERMINATION OF ACCOUNT.If you fail to observe and comply with these Terms and Conditions, we may suspend or terminate any of your accounts or our services and products provided to you. hold us free and harmless from any_ and all liabilities. claims and demands In case we suspend, close or terminate on or more of your accounts, you agree to arising from the suspension or termination of the account. x x x SPECIFIC PROCEDURES AND REGULATIONS FOR THE FOLLOWING 1. PAY-IN a.Register at the reception counter.x x x e.Present finances and wait for your acknowledgment receipt.x x x 2. INCENTIVE PAYMENT/COMMISSIONx XX d. For unclaimed INCENTIVE payments on scheduled dates,it will be released on the 15tor 30tday of the month.x xx 4 SALES INCENTIVE. Sales incentives for new membership are given upon For renewal of membership. sales incentives are scheduled release on the 15 16 to the 30 will be on the 15t of the following month. No renewal commission for the shares earning program.x x x membership PROVIDED_thatthe referrer is present.Sales incentives for additional memberships are also given upon membership of the existing member and 30of the month.Memberships from the 1day to the 15 of the current month, sales incentive will be released on the 30t while memberships from the 6.PULL-OUT OR WITHDRAWAL ACCOUNTSxXx C. Charges will be imposed for pull-out accounts that have not completed at last INCENTIVE payment plus the capital. least 180 working days contract will be charged 10% from the amount of the withdrawn account will be deducted to the account.x x x Promos/sales incentive and/or INCENTIVE payments claimed for the 10.CHANGING OF REFERRERSHIP. It is not allowed that members will name of original sponsor for renewal/additional accounts.) New members are required to personally fill in the registration form and should be the one to write the name of their referrer. Once the management finds out any alteration in the name of the sponsor on the registration form it will be voided and the commission will be given. change their referrer anytime they want.(To old members, kindly indicate the NOTE: THIS SERVES AS A BINDING AGREEMENT BETWEEN SATARAH and Conditions.x x x(Emphasis ours AND THE CLIENT.By signing this form,you agree to be bound by these Terms In the matter of: Satarah Wellness Marketing SEC CDO Case No.05-15-018 Page 7 of 12 Revocation of Corporate of Incorporation On 18 May 2015, the EIPD filed the Motion for CDO in the Petition (For invests his money in a common enterprise and is led to expect profits primarily from the contract shall not be sold or offered for sale or distribution within the Philippines. investment contract is defined in the Amended Implementing Rules and Regulations of the SRC as a "contract,transaction or scheme collectively contract' whereby a person without a registration statement duly filed with and approved by the Commission. An efforts of others. Section 8.1 of the SRC provides that securities,2 including an investment traces its roots from the US Supreme Court case SEC v.W.J.Howey Co.where the Court 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 of profits,4 to be derived solely from the efforts of others. The concept of an investment contract in the Philippines is of American origin. It its flexible reading is in accord with the statutory policy of affording broad protection to reading of the requirement "solely" would lead to unrealistic results. It reasoned out that come "solely from the efforts of others should be liberally construed because a literal 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 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 Exchange Commission.24 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 contract in our jurisdiction, to be a security subject to regulation by the Commission 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 security. The concept of an investment contract has since been transported in the enterprise or venture in a manner that subjects himself to financial loss.26 In the instant case,Romyllie B. Lau stated that a person obtains a membership to her DTI registered money and submitting an application for membership which is the binding agreement the first element, an investment of money occurs when an investor commits money to an enterprise, known as "Satarah Wellness Marketing by investing a certain amount of In the case at bar,the four elements of an investment contract are present. As to 2 Section 3.1 of the SRC states that securities areshares,participation or interests in a corporation or in a 22328 U.S.293,66 S.Ct.1100,90 L.Ed.1244,163 A.L.R.1043 1946) 26 SEC v.International Mining Exchange,Inc..515F.Supp.1062 21 Section 3.1b of the SRC SECv.Glenn W.Turner Enterprises,Inc,474 F.2d 476,414 U.S.821,941973 24 G.R.No. 164182, 26 February 2008 25 Investment Co.Institute v.Camp,274 F.Supp.624D.D.C.1967 whether written or electronic in character" commercial enterprise or profit-making venture and evidenced by a certificate, contract, instrument In the matter of: Satarah Wellness Marketing SEC CDO Case No.05-15-018 Page 8 of 12 between them. Such person then proceeds to register at the reception counter of Satarah Wellness Marketing and presents his or her finances and payment. indicated. Hence, there is an investment of money through the commitment of money by investment of money when she committed money to such enterprise by investing One Hundred Thousand Pesos (Php 100,000.00. Her investment is proven by a copy of her receipt which indicates Satarah Wellness" therein, and the said receipt provides for a box stating PROFIT SHARING PROGRAMthat was checked off.Moreover,her Satarah Wellness Marketing which provides the following: i in the line INVESTOR'S NAME her name is indicated therein;and ii in the line its investors. investment is likewise proven by a copy of her Commission Slipissued to her by TNVESTMENT AMOUNTher investment in the amount of Php 100,000.00 is In the case of Ms. A, who is a client of Satarah Wellness Marketing, there is an free and harmless from any and all liabilities claim demands arising from the suspension In case we suspend, close or terminate on or more of your accounts,you agree to hold us investors of the possibility of financial loss that may occur. Terms and Conditions of our employees may be obliged to compensate you for such losses or expenses"; and (ii) or termination of the account.As can be seenthe Terms and Conditions"warns Next, the investor may subject oneself to financial loss considering that the provide for the following provisions:iNeither we nor any investor may not be compensated for any loss and agrees to hold Satarah Wellness money through the commitment of money as provided by Romyllie B.Lau and Ms.A. Moreover, an investor may subject himself to financial loss considering that the said Marketing free from any liability. In which case, the first element is clearly present since there is an investment of more than one investor in i the investment of funds or ii the sharing of profits.29 by pooling the invested funds for a common purpose, is required in order to satisfy the Several tests have evolved to determinc what constitutes "common enterprise".28 One of these tests is the horizontal commonality approach. Under this test, the determination of involves an inquiry into whether the said transaction involves the joint participation of Furthermore, joint participation by investors in the same investment enterprise, achieved common enterprise element. enterprise is deemed created when two 2 or more investors pool" their resources. whether a transaction satisfies the commonality element of the modified Howey test As to the second element, there is a common enterprise. To reiterate, a common the members and their referrals as can be seen in various provisions of the Terms and Conditions" In the case at bar,a common enterprise exists since there is a joint participation by 1to wit:i incentives to be given to any member who refers new clients ii sales incentives or commissions to be given to the member as long as the 27Terms and Conditionstached to the SEC BEO Memorandum and procured by the RLECC 29 Id., citing 69 Am Jur 2d citing Stenger v.R.H.Love Galleries, Inc.741F2d 144. 39 id., citing Wasnowic v.Chicago Bd. of Trade 352F Supp 1066 31 Sce Note 27. 2 In the Matter of Octopus Network,IncSEC-PED Case No.98-2220,22 May 1998 In the matter of: Satarah Wellness Marketing SEC CDO Case No.05-15-018 Page 9 of 12 referrer on the registration form.These sales incentives orcommissionsthat a sponsor or referreris presentiii no member can change his or her sponsoror referrer and (iv new members are required to write the name of their sponsor or member receives range from 4% to 12% but varies based on market ratesas provided for by Ms.A. or her signature at the bottom thereof next to the signature of the member. Clearly, there is a pyramid scheme2 that exists since the members are required to sponsor or refer new members to Satarah Wellness Marketing in order to earn incentives or commissions which clearly indicates a common enterprise. Moreover, in the application for membership, it requires that referrorplace his court has meant either capital appreciation resulting from the development of the initial 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 members of Satarah Wellness Marketing on her part since she expected to receive period of three (3 months. Wellness Marketing promises investors an inter investment." As to the third element, there must be an expectation of profits By profits,the In this case at bar there i Moreover As to Ms.Athere is an expectation of profits provided by Romyllie B. Lau, Satarah xpectation of profits on the part of the of 22% on her investment after a TP of 5% after a period of 60 days various interest rates on their investments after a certain period of time and are provided a part of the members of Satarah Wellness Marketing since they are provided a schedule of or receive profits on the scheduled date. Clearly,there is an expectation of profits on the part of the members of Satarah Wellness Marketing since such members are promised Furthermore,in the Terms and Conditions Wellness Marketing. The schedule of payments would lead the said members to expect schedule of payments. payments.Moreover,the schedule of payments was likewise given to Ms. A by Satarah there is an expectation of profits on the such as entrusting your financesprofit shareprofit sharing programor shares Wellness Marketing by paying a membership fee of One Hundred Thousand Pesos (Php receiving profits from the latter considering that its members,such as Ms.A,who joined due to financial difficulties. Moreover, the Terms and Conditions emphasized the investment aspect rather than its products by employing the following words or phrases 100,000.00 in order to be given a choice of its various products. Clearly, the members earning program Further, the members register with Satarah Wellness Marketing with the view of O On the other hand, members such as Ms. A do not join Satarah 33 Power Homes Unlimited Corporation v. Securities and Exchange Commission. 32 People v. BaaaG.R.Nos.108011998.in citing the Consumer Act of the Philippines RA 7394 3 See Note 27. 35 d additional persons who will also be granted such right to recruit upon condition of making similar 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 and credit; Provided,further, 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 investment, is granted by the manufacturer or his representative a right to recruit for profit one or more nature of the plan. In the matter of: Satarah Wellness Marketing SEC CDO Case No.05-15-018 Page 10 of 12 flocked to Satarah Wellness Marketing primarily for the income opportunity and not for the products offered by the latter (e.g. certain health and wellness products). from the efforts of others. In this case, the operations and management rests upon Romyllie B. Lau and Satarah Welleness Marketing 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 sale or offering for sale or distribution within the Philippines of securities, i.e. investment contracts.based on the statements made by her,Ms.A and the Terms and with and approved by the Commission in violation of Sec.8.1 of the SRC. Conditions of Satarah Wellness Marketing,without a registration statement duly filed Clearly, Romyllie B. Lau and Satarah Welleness Marketing are engaged in the advertisements offering for sale its investment contracts in websites such as YouTube and SlideShare38 Finally, it must be pointed out that Satarah Wellness International has placed its months at most.40 Hence, the issuance of the CDO is justified against Romyllie B. Lau SRC since the scheme offered by Romyllie B. Lau and her DTI registered enterprise Satarah Wellness Marketing, as well as the operators and administrators of Satarah is an ever increasing number of new investors joining the scheme. It is difficult to sustain over a long period of time because Romyllie B.Lau and Satarah Wellness Marketing,as promised profits to early investors. The idea behind this type of swindle is that the con- before anyone else shows up to collect. Necessarilythese schemes only last weeks or Wellness International who posted its advertisements in the above-mentioned websites. Supreme Court, in a case, held that a transaction similar to the case at hand is not a legitimate investment strategy but a gullibility scheme,which works only as long as there well as the operators and administrators of Satarah Wellness International who posted advertisements, need an ever larger pool of later investors to continue paying the man" collects his money from his second or third round of investors and then absconds and Satarah Wellness Marketing as well as the operators and administrators of Satarah Wellness International who posted its advertisements in the said websites. will operate as a fraud on investors or likely to cause grave or irreparable injury The Consequently,the issuance of the CDO is justified pursuant to Section 643 of the 37 https://m.youtube.com/watch?v=V5MiADZ4fxAautoplay=1,last accessed on 29 June 2015 4 People v.Romero,et al.G.R.No.112985.21 April 1999. 35 http://www.slideshare.net/johnfrades/satarah-wellness-international-inc,last accessed on 29 June 2015. 39 Section 64.1.SRC.The Commission after proper investigation or verificationmotu propio, or upon 36d prior hearing if in its judgment the act or practice, uniess restrained, will operate as a fraud on investors or is otherwise likely to cause grave or irreparable injury or prejudice to the investing public. verified complaint by any aggrieved party,may issue a cease and desist order without the necessity of a In the matter of Satarah Wellness Marketing SEC CDO Casc No.05-15-018 Page 11 of 12 enterprise known asSATARAH WELLNESS MARKETING, and their officers agents, representatives, conduits, assigns, and any and all persons claiming and acting for and in their behalf and under their authority, as well as the operators and websites such as YouTube and SlideShare, are hereby ordered to IMMEDIATELY CEASE AND DESIST,4UNDER PAIN OF CONTEMPT,from further offering, soliciting, or otherwise offering or selling unregistered securities in the form of therewith soliciting, accepting or receiving from others, money for the purpose of administrators of Satarah Wellness International who posted its advertisements in investment contracts to the public, such as, but not limited to, investment contracts, pooling of funds, investment trusts, or similar forms, and, in connection trading in any futures contract. WHEREFORE, premises considered, Romyllie B. Lau, her DTI registered national newspaper of general circulation. the main office and/or branches,if anyof SATARAH WELLNESS MARKETING.Let a copy of this Order be also posted in the Commission's website and published in a SATARAH WELLNESS MARKETING,(b post copies of the Order at the entrance of a serve this Order on Romyllie B.Lau and her DTI registered enterprise known as 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 lifting thereof within five (5) days from receipt hereof. the Commission, the parties subject of this Cease and Desist Order may file a request for In accordance with the provisions of Sec.64.3 of Republic Act 8799,otherwise FAIL NOT UNDER PENALTY OF LAW SOORDERED Mandaluyong City;30 June 2015. TERESITA J.HERBOSA Chairperson MANUEL Commissioner RTO B.GAITE ANTONIETA F.IBE Commissioner Tma Aaao EPHYRO LUIS B.AMATONG 7AWuX Commissioner BLAS JAMES G.VITERBO Has omao. VCommissioner V E 4 Section 64.1. SRC.The Commission after proper investigation or verification,mo propio, or upon or is otherwise likely to cause grave or irreparable injury or prejudice to the investing public. prior hearing if in its judgment the act or practice,unless restrained, will operate as a fraud on investors verificd complaint by any aggrieved party,may issue a cease and desist order without the necessity of a In the matter of Satarah Wellness Marketing SEC CDO Case No.05-15-018 Page 12 of 12 COPY FURNISHED : Mandaluyong City,Metro Manila Philippines Company Registration and Monitoring Department 2nd Floor, Securities and Exchange Commission SEC BuildingEDSAGreenhills Mandaluyong City,Metro Manila Philippines Corporate Governance Finance Department 11Floor, Securities and Exchange Commission SEC BuildingEDSAGreenhills Mandaluyong City,Metro Manila Philippines Markets and Securities Regulation Department 6t Floor, Securities and Exchange Commission SEC Building,EDSAGreenhills Mandaluyong City,Metro Manila Philippines Economic Research and Training Department SEC BuildingEDSAGreenhills 10t Floor, Securities and Exchange Commission Mandaluyong City,Metro Manila Philippines Information and Communication Technology Department 7th Floor, Securities and Exchange Commission SEC BuildingEDSAGreenhills