CASA INFINI BUILDERS AND REALTY CO. LTD. / CASA INFINI REALTY MANAGEMENT CO. LTD. / RAY EDUCATION DIRECTIONS CONSULTANCY SERVICES / RAY INTERNATIONAL PHILIPPINES CORPORATION / BE UNRIVALED PRODUCTIONS / SINE CORDILLERA

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

In the Matter of:

CASA INFIN BUILDERS AND REALTY (CO.LTD.; REALTY MANAGEMENT CO. LTD.; RAY EDUCATION CASA DIRECTORS INFINI

CONSULTANCY SERVICES; RAY INTERNATIONAL CORPORATION DOING BUSINESS UNDER THE NAME/S AND STYLE/S OF RAY EDUCATION DIRECTIONS CONSULTANCY UNRIVALED PRODUCTIONS SINE CORDILLERA; DEVELOP'MENT CORP., FLORESCA, MINA, CASA GALLETES FLORESCA, INFINI JINKY JOVIELYN RAFFY DE PROPERTIES DELOS SERVICES, LOS PALANGDAN PHILIPPINES JENNYLYN MALONZO SANTOS SANTOS AND AND BE

LONTOC, MELCHOR, JACQUELINE PETER OMAWENG COREL

MILLAR, WASING, ERIC M. PINEDA, JERICK BAMBI SADERNAS, and Respondents, KENJIE

SEC CD0 Case No. 06-23-102 Promulgated on: 08 June 2023

ENFORCEMENT PROTECTION (EIPD), AND DEPARTMENT INVESTOR Movant.

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YHDOCUNENIONRICBE DRURCOPYOR 2

CASA INFINI BUILDERS AND REALTY CO. LTD., ET AL. SEC CDO Case No.06-23-102 CEASE AND DESIST ORDER In the Matter of: Page 2 of 23

CEASE AND DESIST ORDER

duly filed with and approved by the SEC, and the corresponding permit to offer/sell securities are issued. cease and desist from further engaging in activities of offering for sale Lease Wholesale Deals, Agreement of Real Estate Build and Lease Deals, Literacy Educational Program Partnership Agreement, Contract Agreements, and any contract that would operate as a direct circumvention of these Order until the requisite registration statement is promoters) influencers, enablers, and any and all persons claiming and acting for and in behalf (the "Agents"), directing them to immediately securities in the form of Investment Agreement of Real Estate Build and Real Estate Financial Literacy Educational Program Partnership Agreement with Amended Multiple Accounts, Real Estate Financial MILLAR (the "Respondents"), and their respective partners, officers, directors,representatives, salesmen, agents, uplines, recruiters, JENNYLYN GALLETES PALANGDAN FLORESCA, JOVIELYN MALONZO MINA, JINKY DELOS SANTOS LONTOC, JACQUELINE COREL MELCHOR, PETER OMAWENG WASING,ERIC M. PINEDA, JERICK BAMBI SADERNAS, and KENJIE and Investor Protection Department (EIPD), praying that an Order be EDUCATION INTERNATIONAL PHILIPPINES CORPORATION DOING BUSINESS UNDER THE NAME/S AND STYLE/S OF RAY EDUCATION DIRECTIONS CONSULTANCY SERVICES, BE UNRIVALED PRODUCTIONS AND SINE CORDILLERA, CASA INFINI PROPERTIES AND DEVELOPMENT CORP., issued directing Respondents CASA INFINI BUILDERS AND REALTY CO. LTD., CASA INFINI REALTY MANAGEMENT CO. LTD., RAY (the "Motion") dated 05 June 2023 filed on even date by the Enforcement This resolves the Motion for Issuance ofa Cease and Desist Order DIRECTIONS DELOS CONSULTANCYSERVICES, SANTOS FLORESCA, RAFFY RAY

assets for the benefit of the investors without authority from the from transacting any and all business involving the funds in its depositary banks, and from transferring, disposing, or conveying in any other 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 the Commission.1 manner, any and all assets, properties, real or personal, including bank The EIPD also prays that Respondents and the Agents be prohibited

1 Motion for Issuance of Cease and Desist Order dated 05 June 2023. C a SUGENTS ON RBTORS SA TUE OOIYOF OC

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CASA INFINI BUILDERS AND REALTY CO. LTD., ET AL CEASE AND DESIST ORDER SEC CDO Case No.06-23-102 In the Matter of: Page 3 of 23

PARTIES

against persons and entities engaged in the sale and/or offer of tasked, among others, to investigate and institute administrative actions unregistered securities without the requisite secondary license.2 The EIPD is one of the Commission's operating departments

Salud Mitra, Baguio City. Its primary purpose is "Real estate activities & other related activities, development, building transactions & construction."3 Realty") is a limited partnership with Articles of Partnership bearing this Commission on 10 August 2016. Its principal place of business is Company Registration No. PL201631324 which was duly recorded with located at GF3 Megatower Residences, Sandico St., corner Tecson St. CASA INFINI BUILDERS AND REALTY CO. LTD ("CI Builders and

Management") is a limited partnership with Articles of Partnership Company bearing Registration No. PL201427024 which was duly located at RM. 503, National Life Building, Upper Session Road, Baguio recorded with the Commission on 30 April 2014. Its principal office is City. Its primary purpose is to engage in "Real estate activities."4 CASA INFINI REALTY MANAGEMENT CO. LTD ("CI Realty

of Jennylyn Galletes De Los Santos.5 Education") is a sole proprietorship registered with the Department of Trade and Industry (DTI) under Certificate No. 4010670 under the name RAY EDUCATION DIRECTIONS CONSULTANCY SERVICES ("RaY

the Republic of the Philippines having been issued a Certificate of programs, tv programmes, and projects that are internationally accepted business under the name/s and style/s of RAY EDUCATION Incorporation bearing Company Registration No. 2021050013587-01 on purpose is "To create and deliver competent education and training PRODUCTIONS and SINE CORDILLERA ("Ray International") is a domestic corporation duly organized and existing by virtue of the laws of 11 May 2021. Its principal office is located at Lower Padre Burgos, Baguio City, Benguet, Cordillera Administrative Region (CAR), 2600. Its primary DIRECTIONS RAY INTERNATIONAL PHILIPPINES CORPORATION doing CONSULTANCYSERVICES, BEUNRIVALED

2 Section 2-2(c)(1-c), Rule II, Part I of the 2016 SEC Rules. 3 Motion (n1), Annex "A. 4 Ibid, Annex "B" 5 Ibid, Annex "C." TYB DOCUMPNT CRTPID TRUE COPY O SC o ONEOORD 0 PAE

TY

CASA INFINI BUILDERS AND REALTY CO. LTD., ET AL SEC CDO Case No.06-23-102 CEASE AND DESIST ORDER In the Matter of: Page 4 of 23

that will give the person's worth as an individual, and as a professional."6 and comparable while discovering and honing the individual's potentials

and existing by virtue of the laws of the Republic of the Philippines having purchase or otherwise acquire, own, hold, use, sell, assign, transfer, mortgage, pledge, exchange or otherwise dispose of real property and while of the interest, dividends and income arising from such property, and to possess and exercise in receipt thereof all the rights, powers and privileges of ownership including all voting powers on any stock so owned." Properties and Development") is a domestic corporation duly organized been issued a Certificate of Incorporation bearing Company Registration No. 2022060056063-04 on 15 June 2022. Its principal office is located at 75 Bukawkawan Road, Brgy. Padre Burgos, Baguio City, Benguet, Cordillera Administrative Region (CAR), 2600. Its primary purpose is "To the owner or holder of any such real property, to receive, collect and dispose CASA INFINI PROPERTIES AND DEVELOPMENT CORP. ("CI

in its Articles of Partnership are:7 The names of the Partners of CI Builders and Realty as it appears

Jennylyn Galletes De Los. San tos NAMES #125 UCAB Tram Itogon Benguet ADDRESS CONTRIBUTIONS P 1,000,000.00 CAPITAL

Raffy Palangdan Itogon Benguet #203 Tuding Proper. P 100,000.00

in its Articles of Partnership are:8 The names of the Partners of CI Realty Management as it appears

Jennyln De Los Santos NAMES RM. 503 National Life Building, Upper Session Road, Baguio City ADDRESS CONTRIBUTIONS P 30,000.00 CAPITAL

Jean Edward Manuel Upper Session Road, Baguio RM. 503 National Life Building, City P 20,000.00

6 (bid, Paragraph 5. 7 Motion (n1), Annex "A. 8 Ibid, Annex "B." Src Gc

THR DO CARTIHD 7F ON RECORR COPV Q

Q3 PAEE

CASA INFINI BUILDERS AND REALTY CO. LTD., ET AL. SEC CDO Case No.06-23-102 CEASE AND DESIST ORDER In the Matter of: Page 5 of 23

Galletes De Los Santos. Ray Education is registered under the name of its owner, Jennylyn

in the Articles of Incorporation are:9 The names of the Incorporators of Ray International as it appears

Jacqueline Corel Melchor Elmer Obrero Diga Santos Arenas Jamir Isaac De Los Santos Jinky Galletes Lontoc Jennyln Galletes De Los Santos Justine Nicole NAMES De Los Luzon), 3119 Padre Burgos, Baguio City, Administrative Region (CAR), Magtanggol, Purok Centro, Science City of Munoz, Nueva Ecija, Region II (Central Administrative Region (CAR), Administrative Region (CAR), Padre Burgos, Baguio City, Administrative Region (CAR), Itogon, Benguet, Cordillera 2600 Salud Mitra, Baguio City, Padre Burgos, Baguio City, Benguet, Tuding, Administrative Region (Car). Benguet, 2600 Benguet. 2600 2600 Benguet, 2600 Purok ADDRESS Namnama, Cordillera Cordillera Cordillera Cordillera CAPITAL (PHP) SUBSCRIPTION AND PAID-UP AMOUNT OF 25,000.00 5,000.00 10,000.00 25,000.00 50,000.00 385,000.00

Development as it appears in the Articles of Incorporation are: The names of the Incorporators of CI Properties and

Floresca Jennyln De Los Santos NAMES 76 Bokawkaw St., Padre (CAR), 2600 Benguet. Administrative Burgos, ADDRESS Baguio Cordillera Region City SUBSCRIPTION 76,500,000.00 AMOUNT OF 19,125,000.00 AMOUNT PAID

Ibid, Annex "D-3. THIDOOUMNTS ON RIeM QNTFt.D tru OoPY O 8E o0c 9.3

Y

CASA INFINI BUILDERS AND REALTY CO. LTD., ET AL. SEC CDO Case No.06-23-102 CEASE AND DESIST ORDER In the Matter of: Page 6 of 23

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Santos Arenas Dexter Jaimee Delos Santos Tampoa Jamir Justine Jayden Arenas Jovielyn Malonzo Mina Jinky Lontoc Jacqueline Melchor Delos Isaac Nichole Daniel Santos Delos. Corel D D. Administrative Region 75 Bokawkaw St, Padre Administrative Region Benguet, 75 Bokawkaw St., Padre 75 Bokawkaw St., Padre 75 Bokawkaw St, Padre 75 Bokawkaw St,Padre Administrative Region Burgos, Benguet, Administrative Region 75 Bokawkaw St., Padre 75 Bokawkaw St, Padre Burgos, Administrative Region Benguet. Burgos, Burgos, Benguet. Administrative Region Burgos, Benguet, Administrative Region Benguet, Burgos, Burgos, Benguet, Baguio Baguio Baguio Baguio Baguio Baguio Baguio Cordillera Cordillera Cordillera Cordillera Cordillera Cordillera Cordillera City City. City City, City City City 10,000,000.00 10,000,000.00 1,000,000.00 1,000,000.00 500,000.00 500,000.00 500,000.00 2,500,000.00 2,500,000.00 125,000.00 250,000.00 125,000.00 250,000.00 125,000.00

RELEVANT FACTS

Development and CI Builders and Realty are engaged in illegal activities.10 Office (SEC-Baguio), a Petition for Revocation dated 20 December 2022 revocation of the Certificate of Registration of CI Properties and Development, on the alleged ground that CI Properties and (the "Petition") filed by Atty. Francis Rae Camtugan II, seeking the On 9 January 2023, the EIPD received from SEC Baguio Extension

not have any license to sell/offers securities to the public. Furthermore, it was alleged in the Petition that Ms. De Los Santos is a common partner Santos Floresca (Ms. De Los Santos) incorporated CI Properties and Properties and Development and/or Ms. De Los Santos however does of CI Builders and Realty, a partnership that executed/sold one hundred Development to justify her The Petition alleged that Respondent Jennylyn Galletes De Los investment-solicitation/taking. CI

1 Ibid, Petition for Revocation attached as Annex "F." THE DOCUMINTS ON RBOOID CERTTPIND TRUE COPY OR SECOOC QN

BY

CASA INFINI BUILDERS AND REALTY CO. LTD., ET AL. SEC CDO Case No.06-23-102 CEASE AND DESIST ORDER In the Matter of: Page 7 of 23

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another ponzi scheme being conducted by "Horizon Players Club," where and Realty granted a referral fee of 1 to 2% to potential investors who so-called contracts of loan were executed between Mr. Floresca and Mr. Hector Aldwin Pantollana (Mr. Pantollana).12 more or less. These investment contracts offered a guaranteed return ranging from 3.2 to 3.8% per month for investments in the amount of P100,000.00 up to P6,050,000.00. It was also alleged that CI Builders will bring in another partner to avail of the Real Estate Build and Sell Agreement.11 The Petition also alleged that Ms. De Los Santos is the wife of Mr. Raffy Palangdan Floresca (Mr. Floresca), who is deeply involved in eighty-one (181) investment contracts amounting to P167,187,888.00)

and Desist Order dated 16 March 2023 issued by the Commission.13 Pantollana, Mr. Floresca and Ms. De Los Santos are all subject of the Cease In its Motion, the EIPD pointed out that "Horizon Players Club," Mr.

ultimate goal here is to partner with us" by availing any or all of the onsite investigation by attending the CI Builders and Realty's Real Estea Talk Seminar at Orchard Hotel, Legarda Road, Baguio City, which was conducted by Ms. De Los Santos and was attended by more or less 100 individuals. Ms. De Los Santos was reported to have stated that the "the following programs: On 18 March 2023, the EIPD investigating team conducted an

b. Property Saver or Buyer-Investor; a. Be a Real Estate Agent to earn commission from referrals; c. Passive Investor as a Partner Financier.

Santos conducting the said seminar and presenting the investment scheme of the entity14 to wit: The Motion submitted in evidence the photographs of Ms. De Los

I. Property Saver or Buyer-Investor

Project Reservation Fee (Php) Amortization Monthly (Php) Income (Php) Guaranteed

12 Ibid, Par. 2.11. 13 Motion(n1), Par. 55. 11 Ibid, Par. 2.10. 14 Paragraphs 13 and 14. C

r: HR DOCIEMN CRRTTFIED TRUE UOPY O ON RBOOR Q

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Investment Saleng Spa Parking Lot Project 25,000.00 30,762.67 for 20 months 33,121.67 for 20 months

Acquisition Investment Saleng Spa Project 100,000.00 58,000.00 for 21 months 61,022.91 for 24 months

Development Project Lot 19,500.00 for 21 months 23,850.00 for 20 months

II. Passive Investor as a Partner Financier

Amount of Investment (PhP) Monthly Return (PhP) 12 Months (Php) Total Income in

300,000.00 9,000.00 108,000.00 500,000.00 15,000.00 180,000.00 1,000,000.00 30,000.00 340,000.00 3,000,000.00 90,000.00 1,080,000.00 5,000,000.00 150,000.00 1,800,000.00 10,000,000.00 300,000.00 3,600,000.00

and Development (hereinafter collectively referred to as "Ray Casa"). and CI Builders and Realty, through Ms. De Los Santos, presented and offered to the prospective investors their so-called "real estate programs" where the money invested will be placed or paid either thru: 1) required to attend the "Real Estea Talk" seminar, which the investigating team participated in. Consequent thereto, the investigating team was able to confirm that, Ray Education, Ray International, and cI Properties Company's Cashier; 2) officer duly authorized by the Company; or 3) bank deposit or bank transfer under any of the following banks15: or "Buyer-investor" and/or real estate partner, prospective investors are Additionally, the Motion alleged that to become a "Property-saver"

15 ibid, a photograph of the presentation of the bank account details uring the seminar was attached under Par. 16.

PAG TN DOOUMNTS ON RBCORD IF TRUE COFY F 1F S)T E

BY

CASA INFINI BUILDERS AND REALTY CO. LTD., ET AL. SEC CDO Case No.06-23-102 CEASE AND DESIST ORDER In the Matter of: Page 9 of 23

Account Name Bank Account Number No name was provided Gcash 0917-192-7626

Realty Co. Ltd Casa Infini Builders and Branch Upper Session Road, Baguio City BDO 00547-069-967

Branch SBC Building, Shagem St. Baguio City Abanao St. Corner Security Bank 000000-755-6192

Jennlyn G. Delos Santos Session Road, Baguio City BDO Branch Upper 00567-0011-0355

Ray Education Services Directions Consultancy Branch Upper Session BDO Road, Baguio City 00547-049-6466

Branch'SBC Building, Shagem St. Baguio City Abanao St. Corner Security Bank investigating team clearly ascertained by the Digits cannot be

Respondents essentially involves the selling and/or offering of in the guise of home acquisition or real estate or financial literacy programs. CI Builders and Realty and Ray Casa, through Ms. De Los investor" program or the (ii) "Passive investor" or "Partner-financier" information which confirmed that the modus operandi of the unregistered securities to the public in the form of investment contracts, Santos openly offer/sell to the public the (i) "Property saver or Buyer program. In the course of its investigation, the EIPD was able to get

investments made by the public are used to finance the real properties which guarantees the income to be sourced from: 1) the supposed future development of CI Builders and Realty's real property; and 2) based on the alleged appreciation on the value of the said properties as self- projected and appraised by Ms. De Los Santos16, as follows: claimed to be owned, managed, operated by CI Builders and Realty, Under the "Property saver or Buyer investor" program,

16 Motion (n1), Par.19(a). YGT THE DOCUMNTS ON RSCORD CTFRD TRUB COY O C SBCLOGC O PAGR

CASA INFINI BUILDERS AND REALTY CO. LTD., ET AL. SEC CDO Case No.06-23-102 CEASE AND DESIST ORDER In the Matter of: Page 10 of 23

Saleng Spa Parking Lot Project Investment Project Reservation Fee (Php) 25,000.00 Amortization 30,762.67 for 20 months Monthly (Php) Income (Php) 33,121.67 for Guaranteed 20 months

Acquisition Project Lot Development Investment Saleng Spa Project 100,000.00 58,000.00 for 19,500.00 for 21 months 21 months 23,850.00 for 61,022.91 for 24 months 20 months

financier" program, investors will enter into an investment arrangement called "real estate development plan or programs"17 and will be required 3% to 4.8% monthly for a period of 8-months, 12-months or 20 months, or as stipulated in the contractis to invest an amount ranging from Php300,000.00 up to Php10,000,000. The said investment shall earn a guaranteed passive income ranging from On the other hand, under the "Passive investor" or "Partner-

Ms. De Los Santos claimed that CI Builders and Realty and Ray Casa already have 600+ investors19, and made the following statements to entice the attendees to invest, to wit: Moreover, the EIPD Investigation Team was able to confirm that

palya... walang drama." 3% to 4.8% monthly... yan ang income mo...for 12 months. walang palya, walang drama ...waley tayong mga drama dito... wala palya tayo check out ko na lahat yun...kaya fail proof tayo... okay... kaya walang XXx "You are not really participating in the projects, so_you earn monthly dito kasi we have a failproof system...failproof system... so nakita ko na lahat ng basis... na cover ko na lahat ng basis na mag-fafail... so na-

ka na tapos tumaas yung pera ... ganun lang utak niyo sa buyer-investor xxx"pag buyer investor. parang passive yan, mag-iintay ka lang ng 20 months bago makuha yungpension ... so after 20 months, pension

17 Real Estate Financial Literacy Program and to learn how to buy a property without cashou 19 1bid, Par. 44 13 Motion (n1), Par. 19(b). TIFSDTRUFOOPY O C uen *S ON REOORD 0M

CASA INFINI BUILDERS AND REALTY CO. LTD., ET AL. SEC CDO Case No.06-23-102 CEASE AND DESIST ORDER In the Matter of: Page 11of 23

months you will receive 23,850.00." (Emphasis supplied)20 para hindi kayo na iistres... sa mga numbers...19,500 tapos after 21

respondents inasmuch as they were actively enticing participants to invest and bring in their money.21 Respondents Jovielyn Malonzo Mina, Jinky Delos Santos Lontoc, Bambi Sadernas and Kenjie Millar are part of the modus operandi of Jacqueline Corel Melchor, Peter Omaweng Wasing, Eric M. Pineda, Jerick The investigators also presented evidence showing that

program availed of, a partnership or contract agreement22 with CI The Motion also presented evidence showing that regardless of the

22 The following provisions of the Agreement, Affidavit of Undertaking, and Terms and Conditions were purposely 20 Ibid, Par.29. 21 Ibid, Par. 36. included to entice the public to part with their hard-earned money with CI Builders and its cohorts, to wit

(a] The Agreement

the indicated number of months, for the profit or return of the consideration from the signing of this document be fully realized; HH "The PARTNER understand clearly that the agreement availed of may take

installment basis through corporate checks cycle cash flow as applicable in the real estate slot/project, as provided for in the contract. V The PARTNER will receive its profit or return of consideration in

from the PROPERTY document."{(Emphasis supplied) V The PARTNER receives corporate checks properly scheduled and dated MANAGER/OWNER upon the signing of this

{b}The Affidavit of Undertaking:

number of active account); 1. The PARTNER hereby avails of the (Name of the Real Estate Program) with (the

Consideration & % Income; b} Date of Entry; c) Monthly Income & # of mos.. To receive/amortization amount & months: d) Start of Income month/payment month: e) End Income month; f) Decision_Month/Start of Income & amount: g) Reinvest/refund month/end of income; and h) remarks: A table which shows the following: a) Real Estate Program &

Investment.(Emphasis supplied) 3 The words "passive": Total Earnings to Date and Total Passive

(c) The Terms and Conditions

"4. Partmer's Benefits:

from introducing another partners to avail of the Real Estate Build and Sell determined by longevity of partnership. Six (6) months and above partnership Agreement subject to the PROPERTY OWNER/MANAGER. enables the maximum referrai. 4.1. I am entitled to_maximum of one (1%) to two (2%) maximum referral fee The percentage is

4.2. I can also receive five (5%) to thirty-five (35%) share dependent on the project that I have brought to the PROPERTY MANAGER/OWNER subjeect to existing policies. ERc O0C

THODCOUEN CSDTRUECOPYOR ONREOORD

Q3

CASA INFINI BUILDERS AND REALTY CO. LTD., ET AL. CEASE AND DESIST ORDER SEC CDO Case No.06-23-102 In the Matter of: Page 12 of 23

give the unauthorized investment scheme a semblance of legitimacy.24 Builders and Realty as represented by Ms. De Los Santos23, apparently to

investor is guaranteed to earn under the programs28. There is also on conducted on 18 March 2023. Evidentiary photos reveal a gathering by more or less 100 individual potential investors26, Ms De Los Santos record, evidence showing the presentation of the bank accounts wherein potential investors may deposit their investments.29 relating to the unauthorized investment-taking activities of the Respondents by providing photographs of the events that occurred during the Real Estea Talk Seminar at Orchard Hotel25 that was presenting the "Property saver or Buyer investor" program or the potential investors27, including the computation of the profits that an "Passive investor" or "Partner-financier" program before the said The EIPD further substantiated the allegations and findings

program of Kap. Peter Wasing and in various Facebook pages.30 substantiate the fact that Respondents actively advertise and promote their unauthorized investment-taking activities through the radio Moreover, the EIPD also secured confirmation, and was able to

unregistered securities without the requisite license from the and Securities Regulation Department (MSRD). Commission, the EIPD presented in evidence the Certifications issued by the Company Registration and Monitoring Department (CRMD), the Corporate Governance and Finance Department (CGFD), the Markets In support of its allegation that Respondents are selling/offering

Management, CI Properties and Development, and Ray International are registered with the Commission with SEC Company a registered partnership with the Commission with SEC Registration Number PL20163132432, they have not been issued a secondary license Registration 2021050013587-01, respectively31; and that CI Builders and Realty is Relative thereto, the CRMD confirmed that while CI Realty Numbers PL201427024, 2022060056063-04.

25 Blossom Hall, Basement 2of the Orchard Hotel. 26 Motion (n1), Par. 11. 28 ibid, Par. 14 and 15. 31 Ibid, Annexes "N." "p,"and "Q." 32 The term expired on 10 August 2021 23 Ibid, Par. 20. 24 1bid, Par. 28. 27 Tbid, Par. 12. 29 Ibid, Par. 16. 30 1bid, Par. 33 4.3. Other benefits and privileges as applicable depending on the Project Participation." (Emphasis supplied) THROOCUMEN CHRTFUD TRIIE COPV OF o SBC OG G ON RECORD

CASA INFINI BUILDERS AND REALTY CO. LTD., ET AL. SEC CDO Case No.06-23-102 CEASE AND DESIST ORDER In the Matter of: Page 13 of 23

to solicit investments from the public as prescribed under Sections 8 and the Negative Certifications issued by the MSRD33 and CGFD34 on Development, Ray International and CI Builders and Realty. 12 of the Securities Regulation Code. The foregoing finds affirmation in Respondents CI Realty Management, CI Properties and

Melchor, Peter Omaweng Wasing, Eric M. Pineda, Jerick Bambi Sadernas, registered Associated Person, Compliance Officer, Salesman and/or Jovielyn Malonzo Mina, Jinky Delos Santos Lontoc, Jacqueline Corel And Kenjie Millar have not been issued Certificates of Registration as Certified Investment Solicitor or a Broker Dealer.35 The CRMD also confirmed that Ms De Los Santos, Mr. Floresca,

"Bring at least 300K or 25K Property Reservation," with a website address "www.realtybaguio.com"36 stating: "Real Estea Talk, Wear Your Profession," "Avail Your Property without Cash Out and Earn Monthly from Your Partnership with Us,' the Cease and Desist Order is highlighted by the fact that the group of Ms De Los Santos will conduct another seminar at Orchard Hotel, Baguio City on 10 June 2023 at 9:30 A.M. as evidenced by an advertisement The EIPD emphasized in the Motion that the urgency of issuing

Hence, the instant Motion.

ISSUE

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

RULING

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

Builders and Realty, CI Realty Management, CI Properties and Corel Melchor, Peter Omaweng Wasing, Eric M. Pineda, Jerick Bambi Sadernas, and Kenjie Millar are offering and/or selling unregistered Development, Ray International, Ray Education, Ms De Los Santos, Mr Floresca, Jovielyn Malonzo Mina, Jinky Delos Santos Lontoc, Jacqueline The EIPD was able to establish by substantial evidence that CI

35 Ibid, Annex "O." 36 Ibid, Par. 59. 33 Ibid, Annexes "U." and "V. 34 Ibid, Annexes "S." and "T." B S

TO DOCUTONTS ON RBOOR D TRUT OOFY e C

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securities to the public in the form of investment contract without the requisite license from the Commission.

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

or interest in a corporation or in a commercial enterprise or profit making venture and evidenced by a certificate, contract, instrument, whether written or electronic in character. It includes: Sec. 3. Definition of Terms. - 3.1. "Securities" are shares participation

indebtedness, asset-backed securities; i. Shares of stocks, bonds, debentures, notes, evidences of

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

An investment contract is defined as follows:

aperson 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 whereby

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

contract as a contract or scheme for the placing of capital or laying out of money in a way intended to secure income or profit from its employment.37 Investment contracts have been used and adopted in various situations where individuals were led to invest money in a common enterprise with the expectation that they would earn a profit through the efforts of the promoter or of someone other than themselves.38 In SEC v. Howey Co., the US Supreme Court defined an investment

Securities and Exchange Commission39 where the Supreme Court held that an investment contract in our jurisdiction, to be a security subject Philippines in the landmark case of Power Homes Unlimited Corp. v. This concept of an investment contract has since been used in the

39 G.R. No. 164182, February 26, 2008. 38 Ibid. Although the definition as stated in the Howey Case qualified that the earning of profit was expected to be solely through the efforts of another party, Rule 26.3 of the 2015 IRR of the SRC replaced the qualifier with money exerted a small amount of effort in an attempt to earn the profits. 37 328 U.S. 293 (1946) "primarily", acknowledging that an investment contract may still be present where the"individurat who plaee BBC OK

RAC THE DOCUMNTS ON RDOOID CRTIFBDTRUIOOPYO b 2 PAES

CASA INFINI BUILDERS AND REALTY CO. LTD., ET AL. SEC CDO Case No.06-23-102 CEASE AND DESIST ORDER In the Matter of: Page 15 of 23

to regulation by the Commission, must be proved to be attended by the security.40 following elements: (1) an investment of money; (2) in a common enterprise; (3) with 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 to another for the purpose of deriving profits from them, he or she is in fact investing in a

and so holds that Respondents are engaged in the unauthorized sale and/or offer of unregistered securities in the form of investment contract, considering that all the elements of the Howey Test are present, thus: Applying the foregoing to the instant case, this Commission finds

investment of money in CI Builders and Realty and Ray Casa. her own admission, claimed that CI Builders and Realty and Ray himself to financial loss.41 In the instant case, Ms. De Los Santos, by Casa already have over 600 investors, which necessarily means that more than 600 persons have already made an actual First, there is an investment of money when an investor commits money to an enterprise or venture in a manner that subjects

CI Builders and Realty and Ray Casa from the public.43 in by its investors which are actually utilized to satisfy and pay the guaranteed returns of its existing investors. This is the common enterprise that is being sustained by the investments received by Second, a common enterprise is deemed created when two (2) or more investors "pool" their resources. Thus, joint participation by the invested funds for a common purpose, is required in order to satisfy the common enterprise element.42 In the instant case, the EIPD was able to show that the investment scheme of CI Builders and Realty and Ray Casa involves the pooling of amounts poured investors in the same investment enterprise, achieved by pooling

investors are "attracted primarily by the prospects of a return on their investment."44 In the instant case, there is an expectation of Third, profit is either through capital appreciation resulting from the development of the initial investment, or participation in earnings resulting from the use of investors' funds. In both cases.

40 Investment Co. Institute v. Camp. 274 F. Supp. 624 (D. D.C. 1967) 41 SEC v. International Mining Exchange, Inc., 515 F. Supp. 1062. 42Wasnowic v. Chicago Bd. of Trade 352 F Supp 1066. 44 Power Homes Unlimited Corporation v. Securities and Exchan 43 Ibid, Par. 20. Comm Ssic IE DOXTJMN CERTFIBD TR E XOP SE Db ON +EOORS PPTT

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profit_on the part of investors as Respondents promised in the provisions of the Agreements, Affidavit of Undertaking and guaranteed returns of 3%-4.8% per month45, a fact that is affirmed Terms and Conditions that the EIPD was able to obtain.46

while earning 3-4% monthly, in a passive manner47 Fourth, investors expected to earn their guaranteed profits primarily from the efforts of others i.e. investors of Respondents are not required to perform any act other than the mere deposit of their money with the Respondents. This element is evidently present by the name of one of the programs offered by the Respondents, i.e. "Passive-Investor Program" as it characterizes that guaranteed profits are derived primarily from the efforts of others. As stated openly by Ms. De Los Santos in the 18 March 2023 Seminar, investors are not really participating in the project

inviting and enticing investors to part with their hard-earned money where they are promised to receive guaranteed returns, constitutes unauthorized investment scheme through business presentations conducted in public events such as its seminars and Facebook posts, public offering of securities as defined Rule 3.1.17 of the 2015 IRR of the SRC, thus: Moreover, the act of the Respondents in publicly offering its

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

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.

the Philippines; 3.1.17.1. Publication in any newspaper, magazine or printed reading material which is distributed within

3.1.17.2. Presentation in any public or commercial place;

3.1.17.3. Advertisement or announcement on radio, television, telephone, electronic communications.

45 Motion (n1), Par.29. 46 Ibid, Par. 28. 47 Ibid, Par. 29. TH COTITRUBCOPYO OOUMNtS ON RE@eRD Shc 0g

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forms of communication; or information communication technology or any other

brochures or any offering material in a public or commercial information communication technology and other means of information distribution." Supplied) 3.1.17.4. Distribution and/or making available flyers. purchasers through place the or postal to prospective (Emphasis system.

not be sold or offered for sale or distribution within the Philippines. without a registration statement duly filed with and approved by the Commission, thus: Section 8.1 of the SRC categorically provides that securities shall

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

securities, in such form and containing such information and documents as the Commission shall prescribe. In the same case of Power Homes securities required to be registered under Subsection 8.1 shall be registered through the filing by the issuer in the main office of the Commission, of a sworn registration statement with respect to such Unlimited v. Securities and Exchange Commission,48 the Supreme Court ruled that: In connection thereto, Section 12.1 of the SRC states that all

markets depend on the investing public's level of confidence in the be registered with public respondent SEC, otherwise the SEC cannot protect the investing public from fraudulent securities. The strict regulation of securities is founded on the premise that the capital "As an investment contract that is security under R.A. No. 8799, it must system."

Relative thereto, Section 64 of the SRC provides that:

proper investigation or verification, motu proprio or upon verified complaint by any aggrieved party, may issue a cease and desist order otherwise likely to cause grave or irreparable injury or prejudice to the "Section 64. 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 - 64.1. The Commission, after

48 Note 28, Supra. SEKC .--OGC

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investing public."

likely to cause grave or irreparable injury or prejudice to the investing requirements that must be met prior to the issuance of a cease and desist order: first, there must be a conduct of a proper investigation or verification; and second, there must be a finding that the act or practice, unless restrained, will operate as a fraud on investors or is otherwise public.49 The afore-quoted provision embodies the two (2) essential

investigation was conducted by the EIPD as evidenced by its report and the various documents and photographs gathered and submitted in support of its Motion showing Respondents unauthorized and fraudulent investment-taking activities. The EIPD Investigation Team was able to properly verify and corroborate the allegations in the Petition for Revocation filed by Atty. Francis Rae Camtugan II. The EIPD also presented the following evidence in support of its Motion: As to the first requirement, the records show that a proper

{1} Negative certifications issued by the CRMD, CGFD, and the MSRD to the effect that: CI Realty Management, CI been issued any license to offer and/or sell securities to the public and are not registered issuers of mutual funds, exchange of traded funds, and proprietary/non- proprietary shares or membership certificates or timeshares; International are registered with the Commission, while CI Builders and Realty's term of existence has expired. However, respondent entities have not filed nor registration/permit to sell securities; and (b) have not Properties have and Development, any pending application and Ray for

fences.50 Furthermore, the EIPD Investigation Team found that some of existent. This is evidenced by the ocular inspection conducted by the inspection revealed that no existing structures were found in the locations of the projects, except for the roof sheets used as perimeter records that the supposed profits expected by the investors are non- EIPD Investigation Team as to the claim made by Respondent Jennilyn that the Saleng Villas, the flagship project of the Respondents, as of 28 April 2023, is "8.5% from structural finish on all six builts." The The second requirement is also present as it is evident from the

50 Motion (n1), Par. 42. 49 Securities and Exchange Commission vs. Performance Foreign Exchange Corporation, G.R. No. 154131, Jury 20, 2006. F8 CTUOTRUECOPY S UM SC+ ROR

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the projects of the Respondents appear to be "listings" or a project which belongs to another real estate developer.51

referral fee from introducing another partner52 has the characteristics of Tibayan and Rico Z. Puerto,53 where the Supreme Court heid that: Respondents entitling the so-called Partners to maximum of 1-2% a Ponzi scheme as it promises exorbitant returns with little or no risk to investors as exemplified in the case of People of the Philippines v. Palmy Furthermore, the Terms and Conditions employed by the

round of investors and then absconds before anyone else shows from funds contributed by new investors. Its organizers often claimed to generate high returns with little or no risk. In many Ponzi schemes, the perpetrators focus on attracting new money to make promised payments to earlier-stage investors to create the false appearance that investors are profiting from a legitimate business works only as long as there is an ever increasing number of new investors joining the scheme. It is difficult to sustain the scheme over a long period of time because the operator 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-man" collects his money from his second or third up to collect. Necessarily, Ponzi schemes only last weeks, or months at the most." (Emphasis supplied) involves the payment of purported returns to existing investors solicit new investors by promising to invest funds in opportunities It is not an investment strategy but a gullibility scheme, which "To be sure, a Ponzi scheme is a type of investment fraud that

sourced from the investments or contributions made by the investors investment fraud pursuant to Section 3(f) of R.A. No. 11765 or the themselves and the offering or selling of investment schemes to the public without a license or permit from the Commission amounts to Financial Products and Services Consumer Protection Act (FCPA) 54 and constitute a violation of the same law under Section 11 thereof and Rule 11, Section 1 and 2 Paragraph (i) and (iii) the SEC FCPA Implementing Moreover, the promise or offer of profits or returns which are

53G.R. Nos. 209655-60, January 14, 2015. 52 rbid, Par. 28 (c). 54 -Section 3. Definition of Terms. - As used in this Act: 51 Ibid, Par. 43.

room operations, and the offering or selling of investment schemes to the public without a license or includes Ponzi schemes and such other schemes involving_the promise or offer of profits or returns which are sourced from the investments or contributions made by the investors themselves. boiling permit from the SEC, unless such offering or selling involves exempt securities or a exempt transactions as provided for under existing laws; (f) Investment fraud refers to any form if deceptive solicitation of investments from the public._This SBC considered OG

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Rules and Regulations.55

activities warrant the prompt issuance of a cease and desist order as it operates as a fraud to the public which, if unrestrained, will likely cause Securities and Exchange Commission v. CJH Development Corp.56 the grave or irreparable injury or prejudice to the investing public. In Supreme Court categorically held that: Finally, the Respondents unauthorized investment-taking

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

offered for sale or distribution within the Philippines without a registration statement duly filed with and approved by the SEC and with such substance as the SEC may prescribe, shall be made available to each prospective buyer." (Emphasis and underscoring supplied) 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 that prior to such sale, information on the securities, in such form and "The act of selling unregistered securities would necessarily operate

AND REALTY CO. LTD., CASA INFINI REALTY MANAGEMENT CO. LTD., RAY EDUCATION DIRECTORS CONSULTANCY SERVICES, RAY INTERNATIONAL PHILIPPINES CORPORATION DOING BUSINESS UNDER WHEREFORE, premises considered, CASA INFINI BUILDERS THE NAME/S AND STYLE/S OF RAY EDUCATION 55 Section 11. Investment Fraud. - It shallbe unlawful for any person or persons to commit investment fraud as defined in this Act. Any person who commits investment fraud shall be subject to the penalties under Section 73 of Republic Act No. 8799 and the administrative sanctions under Section 16 of this Act.

56 G.R. No. 210316, November 28, 2016. "Rule 11 -Investment Fraud penalties prescribed under Section 73 of the SRC and to the administrative sanction provided under Section 16 Section. 1.Investment Fraud.- It shall be unlawful for any person or persons to commit investment fraud as defined in the FCPA and the SEC FCPA IRR. Any person who commits investment fraud shall be subject to the of the FCPA. Deceptive solicitation of investments includes, but is not limited to, any of the following: Section 2. Investment fraud may refer to any form of deceptive solicitation of investments from the public. ii. Offering or selling of investment schemes to the public without a license or : ii. Botler room operations transactions as provided for under existing laws; or i. Ponzi schemes and such other schemes involving the promise or offer of profits or returns which are Commission, unless such offering or selling involves exempt securities or are considered as exempt sourced from the investments or contributions made by the investors themselves: r7 All other similar or analogous schemes." A DOCUMENTS ONRIGORD R SBC -OG TRUECOPYO permit from the Q3 PO

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approved by the Commission, and the corresponding license and/or solicitors, agents, uplines, enablers and influencers, and any and ali to IMMEDIATELY CEASE AND DESIST from further engaging in, MINA, JINKY DELOS SANTOS LONTOC, JACQUELINE persons claiming and acting for and in their behalf, are hereby directed promoting and facilitating selling and/or offering for sale securities in the form of investment contracts and/or other activities/transactions, permit to offer/sell securities are issued. PRODUCTIONS AND SINE CORDILLERA, CASA INFINI PROPERTIES FLORESCA, RAFFY PALANGDAN FLORESCA, JOVIELYN MALONZO MELCHOR, PETER OMAWENG WASING, ERIC M. PINEDA, JERICK BAMBI SADERNAS, and KENJIE MILLAR, representatives, salesmen, until the AND DEVELOPMENT CORP., JENNYLYN GALLETES DE LOS SANTOS DIRECTIONS requisite registration statements are duly filed with and CONSULTANCY SERVICES, BE UNRIVALED COREL

to act as solicitors, information providers, salesmen, agents, brokers, dealers, or the like for and on their behalf. FLORESCA, JOVIELYN MALONZO MINA, JINKY DELOS SANTOS LONTOC, JACQUELINE COREL MELCHOR, PETER OMAWENG MILLAR, representatives, salesmen, solicitors, agents, uplines, enablers and influencers, and any and all persons claiming and acting for and in their behalf, are likewise directed to CEASE their internet presence relating to the transactions and investment scheme covered by this administrative and criminal action against any persons or entities found STYLE/S OF RAYEDUCATION DIRECTIONSCONSULTANCY SERVICES, BE UNRIVALED PRODUCTIONS AND SINE CORDILLERA, CASA INFINI PROPERTIES AND DEVELOPMENT CORP, JENNYLYN GALLETES DE LOS SANTOS FLORESCA, RAFFY PALANGDAN WASING, ERIC M. PINEDA, JERICK BAMBI SADERNAS, and KENJIE Cease and Desist Order. The Commission will institute the appropriate REALTY MANAGEMENT CO. LTD., RAY EDUCATION DIRECTORS CONSULTANCY SERVICES, RAY INTERNATIONAL PHILIPPINES CORPORATION DOING BUSINESS UNDER THE NAME/S AND CASA INFINI BUILDERS AND REALTY CO. LTD., CASA INFINI

BUILDERS MANAGEMENT CONSULTANCY CORPORATION STYLE/S OF SERVICES, BE UNRIVALED PRODUCTIONS AND SINE CORDILLERA, CASA INFINI PROPERTIES AND DEVELOPMENT CORP., JENNYLYN GALLETES DE Finally, the Commission hereby PROHIBITS AND RAY EDUCATION SERVICES, RAY INTERNATIONAL PHILIPPINES LOS SANTOS DOING BUSINESS UNDER THE NAME/S AND CO. REALTY CO. LTD., CASA INFINI REALTY LTD. FLORESCA, RAY DIRECTIONS EDUCATION RAFFY PALANGDAN CONSULTANCY CASA INFINI DIRECTORS

THEDC CRTFE XCUMRNTC ONRROORD TRUFOYOP C PA GAR'S

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investors. MILLAR, their partners, operators, directors, officers, salesmen agents, subsidiaries claiming and acting for and on its behalf from transacting LONTOC, JACQUELINE COREL MELCHOR, PETER OMAWENG WASING,ERIC M. PINEDA, JERICK BAMBI SADERNAS, and KENJIE representatives, promoters, and all persons, conduit entities and any business involving the funds covered by this CDO in its depository banks, and from transferring, disposing, or conveying in any manner, all assets, properties, real or personal, including but not limited to bank deposits, of which the named persons herein may have any interest, claim or participation whatsoever, directly or indirectly, under its/their custody, to ensure the preservation of the assets for the benefit of the FLORESCA, JOVIELYN MALONZO MINA, JINKY DELOS SANTOS

Commission's "website; and (b) be furnished to the Company Finance Department, and the Information and Technology Department of this Commission, the Bangko Sentral ng Commission, and the Department of Information and Communications Technology, for their information and appropriate action. Registration and Monitoring Department, Corporate Governance and Pilipinas, the Department of Trade and Industry, the National Privacy Let a copy of this Cease and Desist Order be (a) posted in the Communications

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

Chair son

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m)

JAVEY/PAUL D. FRANCISCO Commissioner KELV Commissioner

KARLb'S BELLO Commissioner Vst ly }U +f+{}{}y} MCJILL BRYANT T. FERNANDEZ Commissioner

1

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