FORTUNE WAVE SOLUTION HUB OPC, FORTUNE WAVE TRADING, and FORTUNE WAVE TRADING PH

tPD

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

IN THE MATTER OF:

FORTUNE WAVE TRADING PH, OPC, FORTUNE WAVE TRADING, FORTUNE WAVE SOLUTION HUB

SEC CD0 Case No. 06-25-122

(EIPD), ENFORCEMENT PROTECTION ANDINVESTOR DEPARTMENT Movant. X

03 July 2025 TO:

Securities and Exchange Commission 9th Floor, SEC Headquarters, 7907 Makati Ave., Salcedo Village, FORTUNE WAVE SOLUTION HUB OPC 654 Del Pilar Street, Balibago Angeles City, Pampanga ENFORCEMENT AND INVESTOR PROTECTION DEPARTMENT Bel-Air,Makati City1209 Region III 2009 FORTUNE FORTUNE WAVE TRADING MONITORING DEPARTMENT Securities and Exchange Commission 5th Floor, SEC Headquarters, 7907 Makati Ave., Salcedo Village, Bel-Air, Makati City, 1209 COMPANY REGISTRATION AND WAVE TRADING PH

Bel-Air, Makati City,1209 Securities and Exchange Commission 17th Floor, SEC Headquarters 7907 Makati Ave., Salcedo Village MARKETS AND SECURITIES REGULATION DEPARTMENT 8th Floor, SEC Headquarters, Bel-Air,Makati City,1209 CORPORATE GOVERNANCE AND] FINANCE DEPARTMENT Securities and Exchange Commission 7907 Makati Ave., Salcedo Village

Legal Department 361 Sen. Gil Puyat Avenue, Makati City COMMUNICATIONS TECHNOLOGY Securities and Exchange Commission 3rd Floor, SEC Headquarters, 7907 Makati Ave., Salcedo Village, Trade and Industry Building. INFORMATION AND DEPARTMENT Bel-Air, Makati City, 1209 DEPARTMENT OF TRADE AND INDUSTRY 25th 27th Floors, The Upper Class Tower, Services NATIONAL PRIVACY COMMISSION Legal Division Quezon Ave. Corner Scout Reyes Street, Quezon City BANGKO SENTRAL NG PILIPINAS Office of the General Counsel and Legal A. Mabini St., cor. P. Ocampo St. Malate, Manila

FORTUNE WAVE SOLUTION HUB OPC,FORTUNE WAVE TRADING CEASE AND DESIST ORDER (Transmittal Letter FORTUNE WAVE TRADING PH SEC CDO Case No. 06-25-122 In the matter of Page 2 of 2

DEPARTMENTOF INFORMATION HON. CARMELO G. LAZATIN, JR.

TECHNOLOGY Legal Department C.P. Garcia Avenue, Diliman, Quezon City AND COMMUNICATIONS Pampanga Angeles City Hall, Angeles City CITY MAYOR

GREETINGS:

Please take notice that on 03 July 2025,a CEASE AND DESIST

now on file with this office. ORDER was issued in the above-entitled case, the original of which is

Makati CityPhilippines.

By Authority of the Commission:

ARMAMDOA.PAN,JR. Comrhission S geretary

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

IN THE MATTER OF:

FORTUNE WAVE TRADING PH, FORTUNE WAVE SOLUTION HUB OPC, FORTUNE WAVE TRADING Promulgated: 03 July 2025 SEC CDO CASE NO. 06-25-122

ENFORCEMENT PROTECTION DEPARTMENT, AND INVESTOR Movant.

X

CEASE AND DESIST ORDER

Jasmine Nicole Bautista, and Rafaella Marie Castillo, and all persons investment contracts for want of the requisite authority from the Commission. FORTUNE WAVE TRADING, FORTUNE WAVE TRADING PH (collectively referred to as "Fortune Wave"), Guiller King Ortile conduit entities, and subsidiaries claiming and acting for and on their desist from offering or selling unregistered securities in the form of Department (EIPD) on 4 June 2025, praying that a Cease and Desist Order (CDO) be issued directing FORTUNE WAVE SOLUTION HUB OPC behalf (collectively referred to as the"Agents"),to immediately cease and (the "Motion") filed by the Enforcement and Investor Protection This resolves the Motion for Issuance of A Cease and Desist Order

THE RELEVANT FACTS

Fortune Wave Solution Hub OPC (Fortune Wave OPC), a one-person Upon further investigation, the EIPD found the same investment schemes being offered by Fortune Wave Trading PH, posted and shared on the Facebook page of Guiller King Ortile (Mr. Ortile). The EIPD later Trading PH was identified and observed to be offering and selling unregistered securities in the form of investment contracts on Facebook. discovered that Mr. Ortile is the sole stockholder/director/president of media platforms to address the rampant online scams, Fortune Wave On 29 April 2025, while the EIPD was scanning websites and social

In the Matter of: Fortun olution Hub OPC.et

SEC CDO Case No.06-25-12 Cease and Desist Order Page 2 of 9

Wave Trading PH and Mr. Ortile shared and tagged posts offering the same investment schemes under the name Fortune Wave Trading and corporation duly organized and existing under Philippine laws.1 Fortune using #FortuneWave.

forthwith proceeded to conduct a motu proprio a formal investigation on where it found that they offer and sell securities in the form investment the operations, transactions, and business scheme of Fortune Wave, contracts through the vario advertised,to wit:(a) the New Daily I maximum capital of PhP Based on these initial information and observations, the EIPD 0.0 Daily Plans" that are being actively Plan which requires a minimum and nd PhP5,000.00, respectively

maximum capital of PhP30,000.00 and PhP500,000.00, respectively promises a guaranteed total yield of 330% in 43 days.4 These Daily Plans promise the investing public a 100% money-back guarantee, no hidden Charges, and fast payout.s PhP25,000.00,respectively,promises a guaranteed total yield of 200% in 35 days;3 and (c) the New Plan B which requires a minimum and promises a guaranteed daily yiel which requires a minim ld of 3% for 60 days;2 (b) the New Plan A maximum capital of PhP5,000.00 and

where he allegedly profited millions of pesos.6 The same Facebook account of Mr. Ortile, and that of Fortune Wave Trading Ph proudly show that they are prompt in complying with their payout (and even advance payout) commitments.7 Fortune Wave OPC, represents to the public in the official website of Fortune Wave, as well as in his Facebook account, that he, through Fortune Wave Trading Ph, trades and is an expert on cryptocurrency earned money Mr. Ortile, the single stockholder/director/president of To further entice the investing public into parting with their hard-

persons who want to invest are required to deposit their investments in the GoTyme Bank Account of Mr. Ortile.9 Under the unauthorized investment scheme of Fortune Wave,

2 Motion. Par. 9 (see Annex"G) 5 Ibid. (see Annexes "D", "G", "G-1and "G-2" 1 Certificate of Incorporation bearing Company Registration No. 2025030194550-03. The Principal place of business is at 654 Del Pilar Street, Balibago, Angeles City, Pampanga, Region III (Central 3 Ibid. (see Annex "G-1) 6 Ibid. (see Annexes "F-1 to "F-4) 7 Ibid. (see Annex "D-1) Account No. 0184-4962-4226. 9 Ibid. par. 10 and Annex "H". 4 Ibid.(see Annex "G-2 Luzon),2009

In the Matter of: For oluu Hub OPCet al

SEC CDO Case No. 06-25-122 Cease and Desist Order Page 3 of 9

funds, including exchange traded funds, proprietary/non-proprietary operate as broker/dealer of securities; and is not a registered issuer of any securities pursuant to Sections 8 and 12 of the SRC, or of mutual shares or membership certificates and timeshares.10 engaged in the unauthorized offer and sale of unregistered securities in Certifications issued by the Company Registration and Monitoring Department (CRMD),the Markets and Securities Regulation Department (MSRD),and the Corporate Governance and Finance Department (CGFD which all confirmed that Fortune Wave has no secondary license to the form of investment contracts, the EIPD attached to the Motion the To support its allegation that Fortune Wave and its Agents are

ISSUE

EIPD in the Motion warrant the issuance of a CDO. Whether or not the allegations and the evidence presented by the

RULING

The Motion is impressed with merit.

"securities"as follows: Section 3 of the Securities Regulation Code (SRC) defines

SEC. 3. Definition of Terms.

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

XXX

(b) Investment contracts, certificates of interest or participation in a profit-sharing agreement, certificates of deposit for a future subscription;11 (Emphasis supplied)

11 Rule 26.3.5 of the SRC-IRR specifically defines an investment contra 10 Id. Annex "B act as follows:

primarily from the efforts of others. It is presumed to exist whenever a person Seeks to use the money or property of others on the promise of profits. "An investment contract means a contract, transaction or scheme whereby a person invests his money in a common enterprise and is led to expect profits

In the Matter ofFortune Wave Solution Hub OPC et a SEC CDO Case No.06-25-122 Cease and Desist Order Page 4 of 9

offered/sold to the public is a security in the form of an investment In determining if the product or investment scheme being

contract,jurisprudence prescribes the use of the Howey Test, to wit:

In this jurisdiction, the Court employs the Howey test, named after foundation for the domestic definition of the said security. the landmark case of Securities and Exchange Commission v. W.J. Howey Co., to determine whether or not the security being offered takes the form of an investment contract. The case served as the

enterprise; (4) expectation of profits; and (5) profits arising contract to exist: (1) a contract, transaction, or scheme; (2) an investment of money; (3) investment is made in a common primarily from the efforts of others. Indubitably, all of the elements are present in the extant case.12 (Emphasis supplied) Under the Howey test, the following must concur for an investment

is persuasive in this jurisdiction, emphasized that it is not the nature of the assets behind a particular instrument which defines whether the same should be considered a security. What is controlling is the attribution given in commerce based on the terms thereof, to wit: Relative thereto, the US case of SEC vs. Joiner Leasing Corp.13 which

In applying acts of this general purpose, the courts have not been the economic inducements held out to the prospect. In the enforcement of an act such as this, it is not inappropriate that promoters' offerings be judged as being what they were represented to be. (Underscoring supplied) guided by the nature of the assets back of a particular document or offering. The test, rather, is what character the instrument is given in commerce by the terms of the offer, the plan of distribution, and

unauthorized investment scheme offered and peddled by Fortune Wave to the public. Howey. This Commission agrees with the EIPD that all the elements of the Test are present in the unregistered product, and/or

13 320 U.S. 344 (1943) [https://supreme.justia.com/cases/federal/us/320/344/] 12 Virata vs. Ng Wee. G.R. Nos. 220926, 221058, 221109, 221135 & 221218, July 5, 2017 [Per J. Velasco, Third Division]. 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." (Emphasis supplied)

nthe tion Hub OPCeta

SEC CDO Case No. 06-25-122 Cease and Desist Order Page5of9

First, Fortune Wave requires investors to invest money in amounts prescribed under any of the Daily Plans of their choice, which should be deposited in the GoTyme bank account of Mr. Ortile;

that is being sustained by the investments received from the guaranteed returns of its existing investors. This Second, the unauthorized investment scheme of Fortune investors which are obviously utilized to satisfy and pay the unauthorized investment scheme is the common enterprise public; Wave involves the pooling of all the investments put in

promises guaranteed huge and unrealistic returns; and necessarily engenders in the prospective investors an expectation of profits ranging from 180% to as high as 330% of the amount invested within a period of thirty (35) to sixty Third, the Daily Plans which Fortune Wave offer/sell clearly (60) days; and

Fourth, the payouts/profits which the investors are marketing activities in furtherance thereof, through the social media platform. receiving,or expect to earn are generated primarily through the efforts of Fortune Wave and its Agents who actively offer/sell unregistered securities, and carry out extensive

business of buying or selling securities in the Philippines as a broker or unless registered as such with the Commission." The registration and dealer, or act as a salesman, or an associated person of any broker or dealer be sold or offered14 for sale or distribution within the Philippines, without a registration statement duly filed with and approved by the Commission". while Section 28 of the SRC provides that "no person shall engage in the Section 8.1 of the SRC is explicit in saying that "securities shall not

modes shall be presumed to be a public offering: 3.1.17. Public offering is any offering of securities to the public or to anyone, whether solicited or unsolicited. Any solicitation or presentation of securities for sale through any of the following 14 Rule 3.1.17 of the 2015 SRC IRR provides:

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

In the Ma f:Fortun We Solution Hub OPC, et al.

SEC CDO Case No. 06-25-122 Cease and Desist Order Page 6 of 9

interest.15 regulation of securities, as well as the persons dealing with it, are imperative as transactions covering the same are imbued with public

granted the Commission the power to issue a CDO, thus: such unauthorized activities, Section 64 of the SRC provides for, and has persons in dealing with the same sans the requisite license constitute a violation of Sections 8 and 28 of the SRC that warrant the imposition of the appropriate administrative and criminal actions. Meanwhile, to ensure that the investing public is protected from, and not prejudiced by The offer/sale of unregistered securities, as well as the acts of

prejudice to the investing public. (Emphasis supplied) or is otherwise likely to cause grave or irreparable injury or proper investigation or verification,motu proprio or upon 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 Section 64. Cease and Desist Order. 64.1. The Commission, after

violation from being perpetrated for the protection of the investing Commission to promptly issue a CDO to immediately stop a continuing Securities and Exchange Commission16 that it is the duty of the public, to wit: The Supreme Court emphasized in Primanila Plans Inc. vs.

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, as any delay in the restraint of acts that yield such results can only generate further injury to the public that the SEC is obliged to protect. by the SEC motu proprio, it being unnecessary that it results from a verified complaint from an aggrieved party. A prior hearing is 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 issued

15 "The importance of the stock market and the transactions therein to the country's economy and commercial development cannot simply be brushed aside. The Court in Abacus Securities Corp. v. Ampil stated:

No. 213860, July 5, 2022 [J. Hernando, En Banc]). market indices reflect to a considerable degree the state of the economy. Trends in stock prices tend to herald changes in business conditions. Consequently, securities transactions are impressed with public interest, and are thus subject to public regulation." (PSE et al. vs. Secretary of Finance et. al., G.R. 16 G.R. No. 193791, August 6, 2014 [per J. Reyes, First Division]. CK ket transactions affect the general public and the national economy. The rise and fall of stock

In the Matter of: Fortune Wave Solution Hub OPC,et al SEC CDO Case No.06-25-122 Cease and Desist Order Page 7 of 9

its Agents are offering and selling unregistered securities in the form of 8 and 28 of the SRC. investment contracts without the requisite license from the Commission was substantiated by the documents obtained during its investigation which were submitted in evidence and made part of the record. Considering that Fortune Wave and its Agents have no license to offer or sell securities, and have not secured the registration of these securities with the Commission, as shown also by the Certifications issued by the CGFD,MSRD and CRMD,they are therefore in clear violation of Sections In the instant case, the finding of the EIPD that Fortune Wave and

has been considered as fraudulent which equally justifies the prompt issuance of a CDO, to wit: investing public from investing in unregistered securities which have not complied with the minimum regulatory requirements prescribed by law, rules and regulations. This, to the mind of this Commission, exposes the investing public to the risk of sustaining loss, damage, irreparable injury or prejudice, which We are mandated to prevent at the onset. More importantly,the offer or sale of unregistered securities in whatever form CDO against Fortune Wave and its Agents is warranted to protect the On account thereof, this Commission finds that the issuance of the

approved by the SEC and that prior to such sale, information on the securities, in such form and with such substance as the SEC may The act of selling unregistered securities would necessarily by making it appear that respondents have authority to deal on such securities. Section 8.1 of the SRC clearly states that securities shall not be sold or offered for sale or distribution within the Philippines without a registration statement duly filed with and prescribe, shall be made available to each prospective buyer.in (Emphasis supplied) operate as a fraud on investors as it deceives the investing public

to IMMEDIATELY CEASE AND DESIST from engaging in the its owner, agents, representatives, salesmen, uplines, promoters, persons claiming and acting for and on their behalf, are hereby ordered investment contracts and/or any other similar or related acts, until the influencers, enablers, conduit entities, subsidiaries and any and all HUB OPC,FORTUNE WAVE TRADING,FORTUNE WAVE TRADING PH unauthorized solicitation, offer and/or sale of securities in the form of WHEREFORE, premises considered, FORTUNE WAVE SOLUTION

17 Securities and Exchange Commission vs. CJH Development Corp., G.R. No. 210316, November 28, 2016, [per J. Peralta, Third Division].

In the Matter SEC CDO Case No.06-25-122 ve Solution Hub OPC,et al Cease and Desist Order Page8of9

requisite registration statement is duly filed with and approved by the Commission.

agents, brokers, dealers or the like for and in their behalf. appropriate administrative and criminal action against any persons or representatives, salesmen, uplines, promoters, influencers, enablers, for and on their behalf are likewise directed to immediately CEASE their internet presence relating to the transactions and investment scheme covered by this Cease and Desist Order. The Commission will institute the entities found to act as solicitors, information providers, salesmen, TRADING, FORTUNE WAVE TRADING PH, its oWner, conduit entities, subsidiaries and any and all persons claiming and acting FORTUNE WAVE SOLUTION HUB OPC, FORTUNE WAVE agents

transacting any business involving funds in its depository banks, and from transferring, disposing, or conveying in any manner, any and all assets, properties, real or personal, including bank deposits, if any, of which the named persons herein may have interest, claim or participation, whether directly or indirectly, under their custody, to ensure the preservation of the assets of the investors. promoters, influencers, enablers, conduit entities, subsidiaries and any TRADING PH, its owner, agents, representatives, salesmen, uplines, and all persons claiming and acting for and on their behalf from SOLUTION HUB OPC, FORTUNE WAVE TRADING, FORTUNE WAVE Finally, the Commission hereby PROHIBITS FORTUNE WAVE

service of this Cease and Desist Order at the principal place of business of FORTUNE WAVE SOLUTION HUB OPC and the posting of the same in the Commission's website. The EIPD of the Commission is hereby DIRECTED to cause the

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

government unit(s) for their information and appropriate action. and Monitoring Department, Markets and Securities Regulation Department, Corporate Governance and Finance Department and the Information and Communications Technology Department of this Commission, the Bangko Sentral ng Pilipinas, and the relevant local Let a copy of this Order be furnished to the Company Registration

In the Matter of: Fortune Wave Solution Hub OPC, et al. SEC CDO Case No. 06-25-122 Cease and Desist Order Page 9 of 9

In accordance with the provisions of Section 64.3 of the SRC and Part II,Rule IV,Section 4-3 of the 2016 Rules of Procedure of the SEC,the

En Banc thru the Office of the General Counsel,within five (5) days from Respondent may file a verified Motion to Lift the CDO to the Commission

receipt of this Order.

FAIL NOT UNDER PENALTY OF LAW. SO ORDERED.

Makati City, Philippines.

0 FRANCISCD ED.LIM Chhirperson

JAVEY PAUL D.FRANCISCO KARLO S.BELLO

Commissioner Commissioner

MCJILLBRYANT T.FERNANDEZ ROGEIMO V.QUEVEDO

Commissioner Commissioner