HUMANITARIAN AND SPIRITUAL MISSION APOSTULATES OF DAVAO AND ASIA, INC., HASMADAI FOUNDATION, INC., and HASMADAI INSTUTE OF TECHNOLOGY CORP.

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

IN THE MATTER OF:

HASMADAI FOUNDATION, INC., and HASMADAI INSTITUTE OF TECHNOLOGY CORP. HUMANITARIAN AND SPIRITUAL MISSION DAVAO AND APOSTULATES ASIA, INC. OF

Promulgated: 21 May 2024 SEC CDO CASE NO. 05-24-112

PROTECTION ENFORCEMENT AND INVESTOR DEPARTMENT, Movant. X X

CEASE AND DESIST ORDER

and (b) prohibiting HASMADAI, its Agents and any and all persons, the SEC and the corresponding permit to offer/sell securities is issued; representatives, salesmen, agents, brokers, dealers, promoters, recruiters, uplines, influencers, endorsers, abettors, and enablers and any and all persons, conduit entities, subsidiaries and affiliates (collectively behalf, to immediately cease and desist from further engaging in activities of offering for sale of securities in the form of (1) Mission Support or "Charity Mission Support Pledge Form" and (2) any similar the reguisite registration statement is duly filed with, and approved by Jeofrie A. Jala, Maria Lourdes Biongan Domosmog, Ledevina M. Generalao, Rodel B. Mahusay, Roy T. Velasco, and their respective officers, directors, referred to as the "Agents") who are claiming and acting for and on their contract that would operate as a direct circumvention of this Order until as "HASMADAI"), Rowel Dagan Bacat, Cyrus Mark Cabasag, Cipriano issued: (a) directing HASMADAI Foundation, Inc., Humanitarian and Spiritual Mission Apostulates of Davao and Asia, Inc., and Humanitarian Institute of Technology Corp. (collectively referred to Quizon, Jr., Ralph Jimmy Calaor Gayatin a.k.a. Dante "Bong" Encarnacion Tabusares, Lecerio A. Lavente, Jr., Duraliza Baja Mahusay, Erwin S. Gabieta, (EIPD) on 17 May 2024 praying that a Cease and Desist Order (CDO) be ("Motion") filed by the Enforcement and Investor Protection Department This resolves the Motion for Issuance of a Cease and Desist Order SEC -OGC

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bank deposits, if any, of which the named and/or covered persons herein may have any interest, claim or participation whatsoever, whether Commission. conduit entities and subsidiaries claiming and acting for and in its behalf from transacting any and all business involving the funds in its depository banks, and from transferring, disposing, or conveying in any other manner, any and all assets, properties, real or personal, including directly or indirectly, under their custody, without the authority from the

PARTIES

implemented, or issued by the Commission, and to seek the issuance of a referral, violations of laws, rules, and regulations administered, tasked, among others, to investigate motu proprio or upon complaint or Cease and Desist Order whenever warranted by the circumstance.1 Movant EIPD is one of the Commission's operating departments

Poblacion, City of Digos (Capital), Davao del Sur, Region XI (Davao Region), 8002. Its purpose as stated in its Articles of Incorporation organized and existing under Philippine laws, having been issued a Certificate of Incorporation on 18 April 2023 bearing Company Registration No. 2023040095445-09. Its principal office is located at Purok Calumpang Lafuente Lim Extension, Odaca, San Miguel (Odaca), ("AoI") is as follows: DAVAO AND ASIA, INC. is a non-stock, non-profit religious society HUMANITARIAN AND SPIRITUAL MISSION APOSTULATES OF

man; 7. To participate in all civic and social actions undertaken by any are unexpectedly stricken by force majeure, as well as, those made by idealism to the members thereby improving their sense of spirituality, justice, patriotism, nationality, equality and goodwill towards the society; 6. To adopt a program of financial assistance and support programs for its members and in the community to alleviate the sufferings of those who "1. To act as catalyst and paradigm in promoting and providing support missionary works all throughout the Philippines; 4. To conduct produce efficiency and effectiveness in promoting and providing spiritual and social dynamism; 5. To promote professional responsibility, good and Godly governance by creating and maintaining sound public opinion and innovative spiritual, social and dynamic development to all people of all walks of life through the teachings of the word of GOD; 2. To engage in. operate and maintain the work of evangelism, apostolate and humanitarian missionary works; 3. To promote, provide, establish and seminars, trainings, workshop, fellowship, humanitarian mission and the like on a regular basis for the moral enhancement of its members to

1 SEC Office Order No. 512, series of 2013. SEC -- OGC

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investment contracts." (Emphasis and underscoring supplied) powers as may be necessary, convenient and appropriate for the accomplishment of its purposes, and for the administration of the investments/placements from the public neither shall it issue acquire real and personal properties as may be necessary for the conduct of its operation to the extent allowed by law; and to borrow and contract such debts as it deems necessary; and 11. In general, to exercise any temporalities and management of the affairs, estate and properties of the church. Provided that the corporation shall not solicit, accept or take realizations; 8. To raise money, solicit and accept grants and donations in any form from any person or persons; 9. To undertake fund-raising activities or other projects to finance all of its undertakings; 10. To people for peace building efforts to stimulate within the people to resolve conflicts without violence and can work together to improve the quality of peoples' lives to achieve spiritual, socio-cultural and economic

following are its incorporators, trustees, and officers: Based on its AoI and latest General Information Sheet (GIS), the

Rowel Dagan Bacat Incorporator Name Junction, City of Kidapawan (Capital). Cotabato (North Cotabato), Region XI (SOCCSKSARGEN), 9400 Address Nationality Filipino

Cyrus Mark Cabasag Incorporator Aplaya Chapter 7, City of Digos (Capital), Davao del Sur, Region XI (Davao Region), 8002 Filipino

Maria Lourdes B. Domosmog Incorporator Corporate Secretary/Trustee/ Jeofrie A. Jala Incorporator Ralph Jimmy Calaor Gayatin Incorporator Lecerio A. Lavente, Jr. Other/Incorporator/Trustee Duraliza Baja Mahusay Chief Financial Officer/ Incorporator Encarnacion Tabusares Trustee/Incorporator Erwin S. Gabieta Cipriano Quizon, Jr. Incorporator a.k.a. Dante "Bobong" Bishop/President/Trustee/ Region XII (SOCCSKSARGEN) 9400 (Capital), Cotabato (North Cotabato), Lapu-lapu Extension, Purok Ampalaya Plaridel Street, Poblacion Proper, del Sur, Region XI (Davao Region), (Pob.), City of Digos (Capital), Davao del Sur, Region XI (Davao Region), 8002 Aplaya, City of Digos (Capital), Davao del Sur, Region XI (Davao Region). Kidapawan City, North Cotabato Mabini Extension Purok Kalaw, Zone 3 8002 1056 Mabini del Rosario, Zone 3 Taran Poblacion, City of Kidapawan Lim Extension Purok Calumpang, San Miguel (Odaca), City of Digos (Capital), Davao del Sur, Region XI (Davao (Pob.), City of Digos (Capital), Davao Camiguin 7-A, Aplaya, City of Digos (Davao Region), 8002 8002 (Capital), Davao del Sur, Region XI Region),8002 Filipino Filipino Filipino Filipino Filipino Filipino Filipino

SEC oOc

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Other/Trustee Ledevina M. Generalao Auditor/Trustee Rodel B. Mahusay Other/Trustee Roy T. Velasco Davao del Sur Purok Mudia, Labangal, General Santos Lim Extension, San Miguel, Digos City, City (Dadiangas), South Cotabato Purok 5, Nueva Vida, Brgy. New Esperanza, Mlang, North Cotabato Filipino Filipino Filipino

Technology Corp. have pending applications for incorporation with the Commission's Davao Extension Office.2 HASMADAI Foundation, Inc. and Humanitarian Institute of

RELEVANT FACTS

prompted to shed light on the matter concerning the registration status ButEO) was invited to the committee hearing3 of the Sangguniang Bayan of HASMADAI Foundation, among others.5 of San Francisco, Agusan del Sur on the registration status of HASMADAI Foundation, Inc.4, who is represented by its Chairman Dante "Bobong' Encarnacion Tabusares (Mr. Tabusares). The conduct of the hearing was On 08 April 2024, the Commission's Butuan Extension Office (SEC

latter's unauthorized investment schemes, to wit: provided with a copy of the slide presentation allegedly prepared by Mr. Azur Havana, a missionary worker of HASMADAI, which showed the On 15 April 2024, during the committee, the SEC ButE0 was

SUPPORTS AND ALLOWANCE

20,000.00 SUPPORT 10,000.00 5,000.00 MONTHLY 3,700.00 7,400.00 1,850.00 -500.00 -500.00 -500.00 SMA ALLOWANCE 3,200.00 6,900.00 1,350.00 41,400.00 19,200.00 8,100.00 (6mos) TOTAL

amount of PHP500.00 will be deducted therefrom which leaves the donor with a net Missionary Allowance (guaranteed return) of PHP1,350.00. ranging from PHP5,000.00 to PHP20,000.00 which will immediately equivalent to 27% to 34% of the donation. Thus, a pledge of PHP5,000.00 for example, entitles the donor to receive a monthly Missionary entitle him/her to a monthly Missionary Allowance in an amount Allowance of PHP1,850.00. A Spiritual Medical Assistance (SMA) in the Under the foregoing scheme, a donor may pledge an amount

4 Ibid. Par. 1 (Statement of Facts and Case) 5 Ibid. Annex "B; Par. 3 Lines 23-26 Ibid. Par. 2 (Statement of Facts and Case) 3 Tbid. See Annex "B" 2 Motion. Par. 4. RAGE THE DOCUMENTS ON RECORD CERTIFIED TRUE COPY OF SEC OGC OF W PAGES

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the operation of the SMA Shopping Center of HASMADAI that offers more same period. The amount deducted as SMA is used to allegedly subsidize affordable grocery and household items.7 Under this scheme, a donor of PHP5,000.00 is therefore guaranteed PhP20,000.00 assures a donor an amount of PHP41,400.00 within the PHP8,100.00 during a six-month period, while a donation of

also admitted that he was previously connected with KAPA3, a religious corporation whose Certificate of Registration was revoked after having been found to be engaged in investment fraud, as its media coordinator and promoter.9 Further, Mr. Tabusares did not object to the presentation made by the Missionary Worker particularly on giving of payouts in the form of missionary allowance. accepting donations from persons who are in the country and abroad. He In the same hearing, Mr. Tabusares admitted that HASMADAI is

investigation to determine if the activities of HASMADAI constitutes a violation of the Securities Regulation Code ("SRC"), the Revised and/or implemented by the Commission. Corporation Code (RCC) and other rules and regulations administered The foregoing information prompted the EIPD to conduct its own

which were diligently guarded by security personnel, photos of which officials to discuss the possibility of initiating revocation proceedings against HASMADAI. The teams surveyed the area and found HASMADAI offices located in various Municipalities and Cities in CARAGA Region, are shown below: CARAGA Region. Meetings were conducted with Local Government A surveillance operation was conducted by the EIPD within the

HASMADAI Barangay 3 HASMADAI Barangay 5

9 Journal Committee Hearing, April 15, 2024, page 32 of 47, lines 6-19 : KAPA- COMMUNITY MINISTRY INTERNATIONAL, INC. 7 Id. Par.5 (Statement of Facts and Case) CERTIFIED TRUE COPY OF SEC OGC

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Prosperidad, Bayugan City, and Cabadbaran City, Prosperidad, Agusan del Sur and Buenavista, Agusan del Norte. that HASMADAI is actually operating in San Francisco, Patin-ay, Through the surveillance operations, the EIPD was able to confirm

Mlang, North Cotabato which commenced with a motorcade, and was followed by a speech of Mr. Tabusares who introduced HASMADAI to everyone in attendance. A team witnessed the grand opening of HASMADAI's branch in

at Barangay Sabang 3, Surigao City, which again started with a motorcade, and where a video presentation was played which portrayed HASMADAI as engaged in humanitarian activities for two (2) years already. Mr. Tabusares was also seen as promoting HASMADAI which is offering monthly missionary allowance to missionary workers. The photos below affirm the events that were witnessed by the surveillance team: Further, a team witnessed the opening of HASMADAI Headquarters

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APOSTULATES OF DAVAO AND ASIA In the Matter of: HUMANITARIAN AND SPIRITUAL MISSION SEC CDO Case No. 05-24-112 A, INC. (HASMADAD), et al. Cease and Desist Order Page 7 of 20

of HASMADAI Headquarters in Prosperidad, Agusan Del Sur. On 12 May 2024, a surveillance team attended the grand opening

promising great opportunities10. HASMADAI's online presence through various Facebook pages and postings, presenting its multiple locations within the Philippines Further, the EIPD was able to secure evidence showing

investigation confirmed that the scheme of HASMADAI consisting of its The data and information which the EIPD gathered during its

1 bid SEC OGC

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money in exchange for a guaranteed "missionary allowance" at maturity receipt of donations in exchange for guaranteed returns, is essentially an offer/sale of unregistered securities in the form of investment contracts to the public. HASMADAI lures the public to pledge their hard-earned date.

issued a Charity Mission Support Pledge Form as shown below: HASMADAI gives an existing member-investor an additional income of PHP10,000.00 which will entitle him to a total amount of PHP 19,356.00 within six (6) months or PHP 3,226 per month for six (6) months and was HASMADAI affirmed that the only way for a person to participate in the allowance", is to be referred by an existing member.11 In other words, HASMADAI does not accept walk-in investors. It is in this context that 5% from referrals.12 The asset was able to pledge the amount of scheme of HASMADAI, and to ultimately receive guaranteed "missionary The Affidavit of an asset who infiltrated and invested in

AND ASIA INC. (HASMADAD) APOSTULATES OF DAVAO SPIRITUAL MISSIONARY HUMANITARIAN AND

AATOX

SCAN QRCODE FOR VERIFICATION OF CALL to 09679504474/09676556324 I . C FOR VALIDATION OF PLEDGES. YOUR MiSSION SUPPORT O Date: Addrens Missit CHARITY MISSION SUPPORT PLEDGE FORM v $uonorier O#: YORM NO

TRANSETT

"Kunin mo ang pera mo sa taong kumuha nito." Huwag magp BAGO MAG PLEDGE TUMAWAG O MAGTEXT SA OFFICIAL NUMBER NG HASMADAI 0967-655-6324 ba, maag HASMAAMione y

Furthermore, the mobile number 09679504474 provided above corresponds to Mr. Tabusares, who is registered under his alias name 09676556324, which was found to be registered to Mr. Tabusares.13 Ralph Jimmy Calaor Gayatin. executing the same to send a text message to a mobile number A QR Code indicated in the form directs every donor-member

11 Motion. Annex "H". 12 Ibid., Par. 9 13 (bid. RAGB THE DOCUMENTS ON RECORD CERTIFIED TRUE COPY OF SEC OGC OF 20 PAGES

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registration of, and/or a license to sell securities; has not been issued any license to sell securities; and is not a registered issuer of mutual funds, membership certificates and timeshares under Sections 8 and 12 of the SRC. exchange traded funds and proprietary/non-proprietary shares or (MSRD)14 and Corporate Governance and Finance Department (CGFD)15, Section 8 and 12 of the SRC; has not filed an application for the the Commission, the EIPD submitted in evidence the Certifications issued by the Commission's Markets and Securities Regulation Department which all attested that HASMADAI has not registered any securities under offer/sale of unregistered securities without the requisite license from To substantiate its allegation that HASMADAI is engaged in the

registered either as a corporation or as a partnership. bearing SEC Registration No. 2023040095445-09, HASMADAI Foundation, Inc. and HASMADAI Institute of Technology Corp. are not of Davao and Asia, Inc. has been issued a Certificate of Incorporation Commission, that while Humanitarian and Spiritual Mission Apostulates (CRMD) Certification16 attested to the fact borne by the records of the Meanwhile, the Company Registration and Monitoring Department

an Authority to Conduct National Fund Campaign by the DSWD-Standard Bureau, required under DSWD Memorandum Circular No. 5 Series of 202117, in relation to Presidential Decree No. 1564 or the "Solicitation Permit Law"18, before an entity can validly carry out a public solicitation activity. (DSWD) confirmed that HASMADAI did not apply for, and was not issued In addition, the Department of Social Welfare and Development

ISSUE

of a Cease and Desist Order (CDO) against HASMADAI and its Agents. Whether the evidence presented by the EIPD warrants the issuance

RULING

We grant the Motion.

To begin with, We emphasize the clear and categorical condition

16 Ibid., Pars. 7-8 and Annex "E" 1 Guidelines in the Processing of Regional and National Public Solicitation Permits 14 Ibid., Pars. 7-8 and Annex "C" I Ibid., Pars. 7-8 and Annex "D" 18 Ibid., pars. 10-11 and Annex "F THR DOCUMENTS ON RECORD CERTIFIED TRUE COPY OF SEC GC

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that this Commission imposed upon HASMADAI when it approved the Iatter's Aol, to wit:

investment contracts."19 investments/placements from the public neither shall it issue "Provided that the corporation shall not solicit, accept or take

unregistered securities violates the SRC, and defrauds the investing public. and its Agents is warranted on the ground inter alia that its offer/sale of The EIPD maintained that the issuance of a CDO against HASMADAI

substantial evidence, the Commission holds that the EIPD was able to establish that HASMADAI and its Agents are offering and/or selling unregistered securities in the form of investment contracts to the public without the requisite license from the Commission, in violation not only of its AoI but also of the relevant provisions of the SRC and its IRR. After carefully considering the Motion which was supported by

Section 3.1 of the SRC defines "securities" as follows:

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

XXX

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

Implementing Rules and Regulations of the SRC (the "SRC-IRR") as follows: An investment contract is defined under Rule 26.3.5 of the 2015

enterprise and is led to expect profits 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. scheme whereby a person invests his money in a common "An investment contract means a contract, transaction or

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

investment scheme, regardless of the legal terminology used, partakes of through the efforts of the promoter or of someone other than Court came up with, and adopted the Howey Test22 in determining if an the nature of an investment contract. various situations where individuals were led to invest money in a common enterprise with the expectation that they would earn a profit themselves.21 It is in the context of the foregoing that the U.S. Supreme investment 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.2o Investment contracts have been used and adopted in In the case of SEC v. Howey Co., the US Supreme Court defined an

the Howey Test in determining if a transaction or a scheme is a security in the form of an investment contract, which requires prior registration from the Commission. The case of Virata v. Ng Wee23 emphasized this, to Wit: Our Supreme Court thereafter adopted and consistently applied

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

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

23 G.R. Nos. 220926, 221058, 221109, 221135 & 221218, July 5, 2017. 21 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. 22 Ibid 20 328 U.S. 293 (1946). "primarily", acknowledging that an investment contract may still be present where.the-individual.who placed th PAGE THE DOCUMENTS ON RECORD CERTIFTED TRUE COPY QF { SECOGC OF W PAGE

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jurisdiction, thus: and Exchange Commission24 the Supreme Court ruled that in applying the Howey Test, the nature and the entirety of the transaction should be considered, consistent with the broad concept of "securities" in our Moreover, in the case of Power Homes Unlimited Corp. v. Securities

investment contract covered by the Howey Test must be registered under the Securities Act, regardless of whether its issuer was engaged in fraudulent practices." (Emphasis ours) a flexible rather than a static principle, one that is schemes devised by those who seek the use of the money of others on the promise of profits." Needless to state, any person (1) makes an investment of money, (2) in a common derived solely from the efforts of others. Although the proponents must establish all four elements, the Us Supreme Court stressed that the Howey Test "embodies capable of adaptation to meet the countless and variable a test to determine whether a transaction falls within the it requires a transaction, contract, or scheme whereby a enterprise, (3) with the expectation of profits, (4) to be contract" was not defined by the Act or illumined by any legislative report, held that "Congress was using a term whose meaning had been crystallized" under the state's "blue cover a wide range of investment transactions. It established scope of an "investment contract." Known as the Howey Test, under the Securities Act's definition of "security." The US sky" laws in existence prior to the adoption of the Securities Act. Thus, it ruled that the use of the catch-all term "investment contract" indicated a congressional intent to investment contract under R.A. No. 8799. Our definition of an Howey transaction constituted an "investment contract' Supreme Court, recognizing that the term "investment investment contract traces its roots from the 1946 United States (US) case of SEC v. W.J. Howey Co. In this case, the US Supreme Court was confronted with the issue of whether the "It behooves us to trace the history of the concept of an

the Commission agrees with the EIPD's finding, and so holds that public, which it calls "pledge" or "donation" earns guaranteed profits, HASMADAI's investment scheme where investments received from the Applying the foregoing parameters established in jurisprudence,

24 G.R. No. 164182, February 26, 2008. PAGE THE DOCUMENTS ON RECORD CERTIFIHD TRUE COPY OF SEC -OGC QF U PAGES

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the Howey Test are present, to wit: constitutes an offer/sale of unregistered securities as all the elements of

received the donation; donation as well as the signature of the mission worker who First, the evidence presented by the EIPD showed that its member-donors actually donated their hard-earned money in amounts ranging from PhP 5000.00 to PhP20,000.00. The HASMADAI Charity Mission Support Pledge Form which was submitted in evidence showed the name and amount of

investment-taking activities is thus solely dependent on the This is the common enterprise that is being sustained by the pledges/donation that HASMADAI is receiving from the public; to existing members, which, in turn, ensures its continued operation. The success of HASMADAI's unauthorized continued inflow of donations, specifically from new donors. mission partnership; humanitarian livelihood, charity mission, and spiritual mission as proclaimed in its Charity Mission Support Pledge Form. But in reality, the donation/pledge are actually utilized to pay the guaranteed returns in the form of "Monthly Missionary Allowance" due HASMADAI were ostensibly used to support its educational Second, while HASMADAI poses itself to the public as a humanitarian and charitable group, it fosters the scheme that involves the pooling of investments from the public (ingeniously called donor pledges). The funds collected by

promises donors guaranteed monthly SMA ranging from Third, HASMADAI's unauthorized investment scheme 27% to 34% of the donation.

commission for every successful recruit, which is HASMADAI's strategy to ensure continued influx of donors. The high rate of return promised by HASMADAI is akin to a The member-donor is also entitled to a 5% referral double your money scheme at the end of a 6-month period.

are generated through the efforts of HASMADAI, its the marketing and operational work in various areascinocc Fourth, the profits which donor-investors expect to receive Bishop/President Mr. Tabusares and their Agents who do all

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receive donations for their charitable and humanitarian missions and programs. Visayas and Mindanao, and capitalizing on the promotion of its status as a religious organization allegedly authorized to

including receiving monthly missionary allowance, among others, as well social media i.e. Facebook accounts of their different branches, to participate and join HASMADAI for a promise of great opportunities promising assured monthly missionary allowances constitute as public offering as defined under Rule 3.1.17 of the 2015 SRC IRR, to wit: as the conduct of public presentations in various key places to inform the people and actively promote its unauthorized investment schemes by Furthermore, the act of HASMADAI encouraging people, through

public or to anyone, 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: "3.1.17. Public offering is any offering of securities to the

X X X

3.1.17.2 Presentation in any public or commercial place:

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

Statement and a Permit to Offer/Sell issued in favor of the applicant, to registered with the Commission in the form of an approved Registration Wit: be sold or offered for sale within the Philippines if the same are not Section 8.1 of the SRC categorically provides that securities cannot

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

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contract sans the required license constitutes a clear and continuing issuance of a CDO for the protection of the investing public. they are currently offering or selling. Verily, HASMADAI's act of offering/selling unregistered securities in the form of investment violation of Sections 8 and 28 of the SRC. This justifies the immediate and CRMD all confirm that HASMADAI, its Bishop/President Mr. Tabusares and their Agents have no license to sell, offer, or deal with securities; neither have they caused the registration of the securities that In the instant case, the Certifications issued by the MSRD, CGFD

investors or is otherwise likely to cause grave or irreparable injury or a hearing if, to its mind, the act or practice will operate as a fraud on prejudice to the investing public, thus: that the Commission may issue a CDO without the necessity of conducting Relative to the issuance of a CDO, Section 64.1 of the SRC provides

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

requisites that must be complied with before a CDO can be validly issued, to wit: Under the afore-quoted provision, there are two (2) essential

1 There must be a conduct of a proper investigation or verification; and

2 There must be a finding that the act or practice, unless

likely to cause grave or irreparable injury or prejudice to the investing public.25 restrained, will operate as a fraud on investors or is otherwise

25 Securities and Exchange Commission vs. Performance Foreign Exchange Corpo 2006. on G.R. No. 1542C PAGE IS THE DOCUMENTS ON RECORD CNRTIFUD IRUE COPY QF OF PAGES

BY

APOSTULATES OF DAVAO AND ASIA, INC. (HASMADAI), et al. In the Matt E: HUMANITARIAN AND SPIRITUAL MISSION SEC CDO Case No. 05-24-112 Cease and Desist Order Page 16 of 20

with the requirements prescribed by law which will justify the valid issuance of a CDO. The Commission finds and so holds that the EIPD fully complied

i.e. Certifications from the CRMD, CGFD and MSRD,26 Field Investigation and successfully made a pledge; the Journal Committee Hearing of 2024, photos of HASMADAI branches, photo of Charity Mission Support investigation and presented substantial evidence in support of its Motion Reports of the investigation team27; Affidavit of the Asset who infiltrated Sangguninang Bayan of San Francisco, Agusan del Sur dated 15 April Pledge Form of HASMADAI . First, the case records disclose that the EIPD conducted a formal

contracts without license from the Commission, thus making it appear to HASMADAI and its Agents clearly employed fraud by their very act of selling/offering unregistered securities in the form of investment the public that it is authorized to do so. The second requisite is likewise present considering that

investing public). religious society, a non-stock, non-profit corporation with no sustainable income or viable source of capital that merely relies on the solicitation of returns that it guaranteed to (or is guaranteeing) to its members (and the donations from its members. It cannot possibly sustain the payment of Moreover, HASMADAI's AoI shows that it is an independent

same should immediately be stopped by the Commission for the protection of the investing public. selling of investment schemes to the public without a license. Considering that financial fraud is punished under the FCPA, any act constituting the of the Financial Products and Services Consumer Protection Act (FCPA), public which includes Ponzi schemes and such other schemes involving the promise or offer of profits or returns sourced from the investments or contributions made by the investors themselves and the offering or constitutes financial fraud as defined under the Republic Act. No. 11765 which covers any form of deceptive solicitation of investments from the The unauthorized investment scheme of HASMADAI also

Agents in selling/offering unregistered securities operates as a fraud to the public which, if unrestrained, will likely cause grave or irreparable Finally, this Commission holds that the act of HASMADAI and its

26 Ibid., Annexes "C" to "E". 27 Ibid., Annexes "H" to "I". PAGE THE DOCUMENTS ON RECORD CERTIPIED TRUE COPY OF L SEC ---OGC OE W PAGES

BY:

APOSTULATES OF DAVAO AND ASIA, INC. (HASMADAI), et al In the Matter of: HUMANITARIAN AND SPIRITUAL MISSION SEC CD0 Case No. 05-24-112 Cease and Desist Order Page 17 of 20

grave or irreparable injury to the investing public, thus: injury or prejudice to the investing public.28 This finds support in the case of Securities and Exchange Commission vs. CJH Development Corp.29 where the Supreme Court emphasized the need for a prompt issuance of a CDO after a finding of a violation of the SRC that will likely defraud or cause

to each prospective buyer." (Emphasis supplied) and approved by the SEC and that prior to such sale, substance as the SEC may prescribe, shall be made available the investing public by making it appear that Section 8.1 of the SRC clearly states that securities shall not information on the securities, in such form and with such respondents have authority to deal on such securities. be sold or offered for sale or distribution within the order may be issued by the SEC motu proprio, it being whenever the Commission finds it appropriate to issue a cease and desist order that aims to curtail fraud or grave 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. The act of selling unregistered securities would necessarily operate as a fraud on investors as it deceives Philippines without a registration statement duly filed with aggrieved party. A prior hearing is also not required or irreparable injury to investors. There is good reason unnecessary that it results from a verified complaint from an "The law is clear on the point that a cease and desist

IMMEDIATELY CEASE AND DESIST from engaging in activities of offering for sale of securities in the form of 1) Mission Support or "Charity influencers, endorsers, abettors, and enablers and any and all persons Dagan Bacat, Cyrus Mark Cabasag, Cipriano Quizon, Jr., Lecerio A. Lourdes Biongan Domosmog, Ledevina M. Generalao, Rodel B. Mahusay, Roy T. Velasco, and their respective officers, directors, representatives, salesmen, agents, brokers, dealers, promoters, recruiters, uplines, claiming and/or acting for and in their behalf, are hereby ordered to Inc., Humanitarian and Spiritual Mission Apostulates of Davao and Asia, Inc., and Humanitarian Institute of Technology Corp., Ralph Jimmy Calaor Gayatin a.k.a. Dante "Bong" Encarnacion Tabusares, Rowel Lavente, Jr., Duraliza Baja Mahusay, Erwin S. Gabieta, Jeofrie A. Jala, Maria WHEREFORE, premises considered, HASMADAI Foundation,

28 Section 64 of the Securities Regulation Code. 29 (G.R. No. 210316, November 28, 2016) PAGE THE DOCUMENTS ON RECORD CERTIFIED TRUE COPY OP SEC -OGC 0F 3 PAGES

BY

APOSTULATES OF DAVAO AND ASIA, INC. (HASMADAI), et al. In the Matter of: HUMANITARIAN AND SPIRITUAL MISSION SEC CDO Case No. 05-24-112 Cease and Desist Order Page 18 of 20

corresponding permit to offer/sell securities is issued. registration statement is duly filed with and approved by the SEC and the Mission Support Pledge Form" and 2) any similar contract that would operate as a direct circumvention of this Order until the requisite

and in their behalf. criminal action against any persons or entities found to act as solicitors, information providers, salesmen, agents, brokers, dealers or the like for and Roy T. Velasco, its officers, operators, administrators, promoters, representatives, salesmen, agents, investment team planners, mentors, all persons claiming and/or acting for and in their behalf are likewise transactions and investment scheme covered by this Cease and Desist Lourdes Biongan Domosmog, Ledevina M. Generalao, Rodel B. Mahusay, directed to immediately CEASE their internet presence relating to the Order. The Commission will institute the appropriate administrative and HUMANITARIAN INSTITUTE OF TECHNOLOGY CORP., together with Rowel Dagan Bacat, Cyrus Mark Cabasag, Cipriano Quizon, Jr., Lecerio A. Lavente, Jr., Duraliza Baja Mahusay, Erwin S. Gabieta, Jeofrie A. Jala, Maria enablers, influencers, assigns, conduit entities, subsidiaries, and any and SPIRITUAL MISSION APOSTULATES OF DAVAO AND ASIA, INC., and Ralph Jimmy Calaor Gayatin a.k.a. Dante "Bong" Encarnacion Tabusares, HASMADAI FOUNDATION, INC.. HUMANITARIAN AND

their custody, to ensure the preservation of the assets of the investors. investment team planners, mentors, enablers, influencers, assigns, conduit entities, subsidiaries, and any and all persons claiming and/or acting for and in their behalf from 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 INSTITUTE OF TECHNOLOGY CORP., and their respective officers, operators, administrators, promoters, representatives, salesmen, agents, FOUNDATION, INC., HUMANITARIAN AND SPIRITUAL MISSION APOSTULATES OF DAVAO AND ASIA, INC., and HUMANITARIAN Finally, the Commission hereby PROHIBITS HASMADAI

The EIPD of the Commission is hereby DIRECTED to:

1) Serve this Cease and Desist Order to HASMADAI FOUNDATION, APOSTULATES HUMANITARIAN INSTITUTE INC. HUMANITARIAN OF DAVAO AND OF AND SPIRITUAL TECHNOLOGYSECORR., ASIA INC.. MISSION and

RAGE THAPQCUMENTS ON RECORD CERTIFIED TRUE COPY OF Y OF V PAGRS

BY

APOSTULATES OF DAVAO AND ASIA, INC. (HASMADAI), et al. n the Mat HY NITARIAN AND SPIRITUAL MISSION SEC CDO Case No. 05-24-112 Cease and Desist Order Page 19 of 20

in its Amended Articles of Incorporation and General Biongan Domosmog, Ledevina M. Generalao, Rodel B. Mahusay, Information Sheet; together with Ralph Jimmy Calaor Gayatin a.k.a. Dante "Bong' Cabasag, Cipriano Quizon, Jr., Lecerio A. Lavente, Jr., Duraliza and Roy T. Velasco, its officers in the office address as indicated Encarnacion Tabusares, Rowel Dagan Bacat, Cyrus Mark Baja Mahusay, Erwin S. Gabieta, Jeofrie A. Jala, Maria Lourdes

2) Cause the posting of this Cease and Desist Order in the Commission's website.

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. Information and Communications Technology Department of this and Industry, the National Privacy Commission, the Department of Information and Communications Technology, and the relevant local and Monitoring Department, Markets and Securities Regulation Commission, the Bangko Sentral ng Pilipinas, the Department of Trade Department, Corporate Governance and Finance Department and the Let a copy of this Order be furnished to the Company Registration

receipt of this Order. 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 In accordance with the provisions of Section 64.3 of the SRC and

FAIL NOT UNDER PENALTY OF LAW.

SO ORDERED.

Makati City, Philippines.

NM

EMILIO B. AQUINO Chairperson

SEC -OGC

PAGE THE DOCUMENTS ON RECORD CERTIFIED TRUE COPY OP Da OF M PAQBS

BY

APOSTULATES OF DAVAO AND ASIA, INC. (HASMADAD), et al.] In the Matter of: HUMANITARIAN AND SPIRITUAL MISSION SEC CDO Case No. 05-24-112 Cease and Desist Order Page 20 of 20

AV} PAUL D. FRANCISCO KARLOS. BELLO

I Commissioner Comnissioner

MCHILL BRYANT T. FERNANDEZ Commissioner

SEC -'OGC

TH 3 DOCUMENTS ON RECORD CERTIFIED TRUE COPY OF

PAGE 2O OF PAGES

BY

SHCURITIES AND EXCHANGE COMMISSION SEC HEADQUARTERS, 7907 Makati Avenue C W a2 Republic of the P hilippines DATE

and cofrect xerox reproduction of -he official file consisting of -.Iwenty IHEREBY CERTIFY that the foregomg is a true s) thereof in the ..custody of Tease and Dosst Oder9T Maw N o VEc Coo CAE MQF34-1PV (gy, pages, pertat this Commisston I

Vorified By: OR No. ONA O Hazeyiela-Serra Adminigtrative Officer IV Fees: Dated NA Na Pad under