EF EASY FRANCHISE TECHNOLOGICAL VENTURES, INC., SUNSPARK HOLDINGS INC., JOSE ANTON OJEDA, CHARMAINE ISABEL LIM, GIANPAOLO ACOSTA, KARLA DELA CRUZ, ANGELICA CARLOS, RENE A. LEDESMA, JR., JOSE P. MAGSAYSAY, JR., EMERSON TAN, and ANGELA KIRSTEN VILLALUZ

ENFORCEMENT AND INVESTOR PROTECTION DEPARTMENT In the Matter of: EF FRANCHISE TECHNOLOGICAL VENTURES, INC. x----------------------------------------------------x SEC-EIPD CDO Case No. 0005 TO: EF EASY FRANCHISE TECHNOLOGICAL JOSE P. MAGSAYSAY, JR. VENTURES, INC. 46 6th St., New Era Constitution Hills, 7452 Yakal Street, Brgy. San Antonio, Makati Quezon City, Second District, NCR, City and/or Unit 102 Icite Bldg., Orchard Philippines Road, Eastwood Libis, Bagumbayan, Quezon City, NCR, Second District, Philippines EMERSON TAN 6B Isabelle Manor, Marcello Green, JOSE ANTON OJEDA Parañaque City 129 Rizal St., Ayala Southvalle, Alabang, City of Muntinlupa, Fourth District, NCR, SUNSPARK HOLDINGS INC. Philippines, 1780, Unit 402-C Door 2, Eastwood Icite Building, Eastwood City, Cyberpark, E. Rodriguez Jr. CHARMAINE ISABEL LIM Ave., Bagumbayan, Quezon City, Second 6B Isabelle Manor, Marcello Green Village, District, NCR, Philippines, 1110 City of Parañaque, Fourth District, NCR, Philippines, 1700 ANGELA KIRSTEN VILLALUZ. 7452 Yakal Street, Brgy. San Antonio, Makati GIANPAOLO ACOSTA City and/or Unit 102 Icite Bldg., Orchard 83 Kyoto St., Phase 3 B.F. Homes, City of Road, Eastwood Libis, Bagumbayan, Quezon Parañaque, Fourth District, NCR, Philippines, City, NCR, Second District, Philippines 1720 COMPANY REGISTRATION AND KARLA DELA CRUZ MONITORING DEPARTMENT 903 Pedro Gil St., Barangay 873 Santa Ana, Securities and Exchange Commission, City of Manila, NCR, Philippines, 1009 5th Floor, SEC Headquarters, 7907 Makati Ave., Salcedo Village, Bel-Air, Makati City, ANGELA CARLOS 1209 31A Agno St., Dona Josefa, Quezon City, Second District, NCR, Philippines, 1113 CORPORATE GOVERNANCE AND FINANCE DEPARTMENT RENE A. LEDESMA, JR. Securities and Exchange Commission, 1 Arguilla St., San Lorenzo, City of Makati, 8th Floor, SEC Headquarters, 7907 Makati Fourth District, NCR, Philippines, 1223 Ave., Salcedo Village, Bel-Air, Makati City, 1209

ENFORCEMENT AND INVESTOR PROTECTION DEPARTMENT In the Matter of: SEC-EIPD CDO Case No. 0005 EF EASY FRANCHISE TECHNOLOGICAL VENTURES, INC., SUNSPARK HOLDINGS INC., JOSE ANTON OJEDA, CHARMAINE ISABEL LIM, GIANPAOLO ACOSTA, KARLA DELA CRUZ, ANGELICA CARLOS, RENE A. LEDESMA, JR., JOSE P. MAGSAYSAY, JR., EMERSON TAN, and ANGELA KIRSTEN VILLALUZ. x --------------------------------------------------------- x CEASE AND DESIST ORDER The ENFORCEMENT AND INVESTOR PROTECTION DEPARTMENT, (“EIPD”) by the undersigned unto this Honorable Securities and Exchange Commission (“SEC”, for brevity), hereby issues this Cease and Desist Order (CDO) against EF EASY FRANCHISE TECHNOLOGICAL VENTURES, INC. (“Easy Franchise”), JOSE ANTON OJEDA, CHARMAINE ISABEL LIM, GIANPAOLO ACOSTA, KARLA DELA CRUZ, ANGELICA CARLOS, RENE A. LEDESMA, JR., JOSE P. MAGSAYSAY, JR., EMERSON TAN, ANGELA KIRSTEN VILLALUZ, and SUNSPARK HOLDINGS INC. (“Sunspark”) (collectively the “Respondents”), including their officers, representatives, salesmen, agents, operators, enablers, influences and all persons claiming and/or acting for and in their behalf to immediately cease and desist from offering and/or selling unregistered securities to the public without a requisite license(s)/ authority from the Commission. The EIPD prohibits the subject entities/persons and the agents from transacting any transaction/business using or involving the funds in their depository banks, and from transferring, disposing, or conveying in any other manner, any assets, properties, real or personal, including bank deposits, if any, which the subject entities/persons and the agents may have any interest, claim or participation, directly or indirectly, without the prior written authority form the Commission. THE RELEVANT FACTS The investigation conducted by the EIPD emanated from numerous complaints and reports alleging that the Respondents were engaged in unauthorized investment- taking and potential investment fraud by enticing the public to invest in franchise businesses in the Philippines through purported “Investment starter” and franchise management programs. Complainants alleged that the Respondents offered end-to-end franchise solutions and management services while promising passive income, guaranteed returns, profit-sharing arrangements, and high returns on investment.

In the matter of: EF Easy Franchise Technological Ventures, Inc., et. al. SEC-EIPD CDO Case No. 0005 Page | 2 The complainants identified several franchise entities and business outlets allegedly organized and facilitated by the Respondents for investor-members, including T-Biz Corporation (Tapsulit), Poseidon Water Station Inc., Water2Go Inc., and Pacific Consumer Solutions Inc. (Lavada/Lalawash), among others. Under these arrangements, investors were allegedly made to appear as incorporators, shareholders, or co-owners of the franchise entities despite having no participation in the management and operation of the businesses, which remained under the control of the Respondents.. According to the complainants, the Respondents actively targeted the public, particularly Overseas Filipino Workers (OFWs), through online promotional activities and social media presentations encouraging them to invest in franchise outlets through “Investment Starter” schemes. Several complainants further alleged that they failed to receive the promised returns and payouts, while some franchise outlets either ceased operations or failed to open altogether. During conferences conducted by the EIPD, complainant-investors narrated that they became acquainted with Easy Franchise through promotional content and investment presentations on Facebook and YouTube featuring respondent Rene A. Ledesma, Jr. (“RJ Ledesma”), one of the co-founders of Easy Franchise. Investors alleged that Easy Franchise represented itself as a reliable franchise management platform capable of helping individuals grow their money through franchise ownership and passive investments. One complainant further stated that after expressing interest in the investment opportunity, he was contacted by Ms. Angela Kristen Villaluz, who introduced herself as the Franchise Management Head of Easy Franchise and thereafter provided brochures, investment proposals, and franchise options through Facebook and email correspondence. The complainant-investors likewise presented copies of agreements entitled “EF MICRO PARTNERSHIP AGREEMENT,” wherein investor-members, through franchise entities entered into arrangements with Easy Franchise. Investigation revealed that the Respondents retained full control over the management, operations, finances, withdrawals, and profit distributions of the franchise outlets, while the investors merely contributed capital and expected returns from the operations managed by the Respondents. The agreements and surrounding circumstances strongly indicate that the franchise arrangements functioned as investment contracts where profits were expected to be derived primarily from the managerial and operational efforts of the Respondents. Based on the complaints, reports, documentary evidence submitted, and conferences conducted, the EIPD established that the Respondents appear to be engaged in investment-taking activities disguised as franchise ownership and franchise management arrangements. The Respondents offered investment opportunities to the public by promising passive income, guaranteed earnings, profit-sharing arrangements, and attractive returns on investment, while the management, operation, and control of the purported franchise businesses remained with the Respondents. As such, investors merely contributed capital and expected profits to be generated primarily from the efforts and managerial expertise of the Respondents. To determine compliance with the registration and licensing requirements under the Securities Regulation Code (SRC), the EIPD requested certifications from the Corporate Registration and Monitoring Department (CRMD), Corporate Governance and Finance Department (CGFD), and Markets and Securities Regulation Department (MSRD) regarding the authority of Easy Franchise and its representatives to engage in investment-taking and securities-related activities. The Certifications issued by the CRMD, CGFD, and MSRD confirmed that while Easy Franchise is registered as a corporation with the Commission, it has not been issued any secondary license or authority to offer, sell, distribute, or solicit securities or investments from the public. The Certifications likewise confirmed that the investment

In the matter of: EF Easy Franchise Technological Ventures, Inc., et. al. SEC-EIPD CDO Case No. 0005 Page | 3 schemes or securities being offered by Easy Franchise were not registered with the Commission pursuant to Sections 8 and 12 of the SRC. Further, the records show that Easy Franchise and its related entities were not licensed to act as broker/dealer, investment adviser, investment house, fund manager, dealer in government securities, transfer agent, or similar capital market intermediary, while the individual respondents were not registered as associated persons, compliance officers, salesmen, certified investment solicitors, or other capital market professionals authorized to solicit investments from the public. The EIPD likewise verified that Easy Franchise maintains an online presence through its website and official social media accounts, including its Facebook page and Instagram account, where it publicly promotes itself as a franchising and franchise management service. Records further show that Easy Franchise was established in November 2018 and officially launched on 22 February 2019 by respondents Rene A. Ledesma, Jr., Jose “Jomag” Magsaysay, Jr., and Charmaine Isabel Lim. Easy Franchise specifically targeted Filipino investors and OFWs seeking franchise business opportunities and promoted itself as a “one-stop shop” for franchising by allegedly simplifying franchise ownership and business expansion through management and operational services.1 Easy Franchise serves as a one-stop shop for franchising where a potential franchisee is looking for an established franchise brand or wants to own a business seeking to grow through franchising.2 Easy Franchise claims that the processes for franchising in the Philippines can be quite dated and confusing, which excludes many potential investors. Their goal is to make franchising easier not only by digitizing the process, but by having services that allow an individual to own or develop a franchise without the hassle.3 Easy Franchise provides three (3) reasons4 why it has a reliable platform: “(1) Focused and Priority Driven: Our Franchise Management team’s sole duty is to manage our list of franchises. This ensures that, unlike if the business were to be handed over to someone else, building and working on the franchise would be the only priority. (2) Trained Management: The team assigned to your franchise has worked not only on multiple businesses in the past, but multiple franchises within your industry and are currently working on other as well. Allowing shared and ongoing learning. (3) Sec Registered: We ensure that all our franchisees[‘] names are registered accordingly per franchise with the SEC. You’ll receive all documents pertaining to this and have access to all open content from the SEC itself.” xxx “Easy Franchise ensures that all its franchisees’ names are registered accordingly per franchise with the SEC. You'll receive all documents pertaining to this and have access to all open content from the SEC itself" 1 https://easyfranchisecom.wpcomstaging.com/about/ 2 Id. 3 Id. 4 Id.

In the matter of: EF Easy Franchise Technological Ventures, Inc., et. al. SEC-EIPD CDO Case No. 0005 Page | 4 Easy Franchise promoted two primary business models, namely: (1) “Franchise Incubation,” which purportedly assists businesses in developing and expanding franchise systems5; and (2) “Investment Starter,” which allows investors to invest in franchise businesses through pooled ownership arrangements managed by Easy Franchise.6 Under the “Investment Starter” option, Easy Franchise advertised “shared cost,” “location provided,” and “hands-off management” arrangements wherein investors could co-invest in franchise outlets while Easy Franchise handled management and operations on their behalf. Furthermore, Easy Franchise offers two (2) investment7 options, namely: a) Investment Starter This option provides the following: option “(i) Location provided: comes with an existing franchisor-approved location; (ii) Shared cost: Split the cost of a single franchise with up to 12 owners; and (iii) Hands-off management–Managed by Easy Franchise’s Franchise Management Program”. b) Sole Ownership8 This option includes the following offers: option “(i) More Risk, More Reward: Spend for the entire cost of a franchise on your own, but also keep all profits; (ii) Flexible Location: Choose your own location and have it approved by the franchisor; and (iii) Personal Management: Take all management tasks in house.” Easy Franchise promotes its Investment Starter Inventory9 which includes the following brands: 1)H20 Mineral Plus10; 2)Dirtbag Laundry11; and 3)Churreros12. Moreover, Sole Ownership Brands13 features various brands such as: 1)H20 Mineral Plus; 2)Tapsulit; 3)The Paw Pad; 4)Churreros; 5)Mister Donut; 6)Anthony’s; 7)Chicken Chingu; and 8)Dirtbag Laundry. Records further show that Easy Franchise operated as a franchise brokerage14 or matchmaking service by connecting investor-franchisees with franchise opportunities that purportedly matched their financial capacity, business objectives, and investment 5 Id. 6 https://easyfranchisecom.wpcomstaging.com/frequently-asked-questions/ 7 https://easyfranchisecom.wpcomstaging.com/ 8 Id at. 6. 9 Id. 10 H2O Mineral Plus is a premium water refilling station with technology imported from Singapore allowing for less waste and more profit. 11 Dirtbag is a laundry shop perfect for condominiums and residential areas. It utilizes an app, to ensure quicker bookings and more customers catered to. 12 Churreros (Coming Soon) An up and coming snack cart franchise that serves both delectable churros and drinks that both kids and adults love. 13 Id at 9. 14 Franchise brokerage business refers to the practice of individuals or companies connecting potential franchisees with franchisors, facilitating the sale of franchises.

In the matter of: EF Easy Franchise Technological Ventures, Inc., et. al. SEC-EIPD CDO Case No. 0005 Page | 5 preferences. As a franchise intermediary, Easy Franchise marketed itself as a platform that would simplify franchise ownership by allowing investors to enter into franchise businesses through pooled investments and shared capital arrangements, while Easy Franchise retained centralized operational and managerial control over the franchise outlets. The scheme was particularly attractive to individuals, especially Overseas Filipino Workers (OFWs), who sought to earn profits from franchise ownership without personally managing the day-to-day operations of the business..15 Easy Franchise heavily promoted its business model through online platforms and media appearances, particularly through the “Start Up Podcast PH” featuring respondent RJ Ledesma, which is publicly accessible on YouTube. In the said podcast, Ledesma discussed the establishment of Easy Franchise and its “Investment Starter” programs for franchise investors, as well as its franchise incubation services for franchisor brands. The Podcast can be viewed on Youtube https://www.youtube.com/watch?v=7wn8SxVTyMU. Ledesma stated in the podcast that “Many OFWs are wary of fly-by-night businesses. With Easy Franchise, we match them with reliable, vetted franchise brands.” Ledesma added that “If they don’t want to manage it, we run it for them. When they return, they can choose to take over or continue letting us manage.” “We also offer pooled investments or ‘Investment Starter Kits,’ where 2–5 people can co-invest in one franchise — lowering the capital barrier and diversifying risk.” In the same podcast, RJ Ledesma expressed that “I saw two clear main points: (1) Many OFWs want to start businesses back home, and (2) they don’t want to or can’t manage the business themselves.” The Facebook page and promotional videos of Easy Franchise frequently featured respondents RJ Ledesma., Jose P. Magsaysay, Jr., and Charmaine Isabel Lim, who actively promoted the company and encouraged the public to pursue financial freedom through franchise investments. The Respondents highlighted their respective professional backgrounds, business experience, and entrepreneurial achievements to establish credibility and gain the trust of prospective investors. ISSUE Whether a Cease and Desist Order (CDO) should be issued against the Respondents for its violations of Sections 8, 26 and 28 of Republic Act No. 8799. DISCUSSION Section 3.1 of the Securities Regulation Code (SRC) defines securities as follows: “Section 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, instrument, whether written or electronic in character. It includes: xxx (b) Investment contracts, certificates of interest or participation in a profit sharing agreement, certificates of deposit for a future subscription; xxx” The SRC adopts a broad and flexible definition of securities in order to cover various investment schemes and arrangements whereby persons are induced to invest money with the expectation of profits derived primarily from the efforts of others. The concept of investment contracts was first discussed in the case of SEC vs. Howey Co., 328 U.S. 293 (1946) where the US Supreme Court held it to mean“the placing of capital or laying out of money in a way intended to secure income or profit from its employment.” The doctrine in SEC vs Howey was adopted by our Supreme Court in the 15 https://business.inquirer.net/266278/easy-franchise-easy-money

In the matter of: EF Easy Franchise Technological Ventures, Inc., et. al. SEC-EIPD CDO Case No. 0005 Page | 6 case of Power Homes Unlimited Corporation vs. SEC (G.R. No. 164182 February 26, 2008) which applied the Howey Test in determining and affirming that a transaction/document is an investment contract. The elements under the Howey Test are as follows: (i) An investment of money; (ii) A common enterprise; (iii) Expectation of profits; and (iv) Profits arise primarily from the entrepreneurial and managerial efforts of others. Relative thereto, Section 8.1 of the SRC explicitly provides that securities shall not be sold or offered for sale or distribution within the Philippines without a registration statement duly filed with and approved by the Commission. Likewise, Section 28 of the SRC prohibits any person from engaging in the business of buying or selling securities as broker, dealer, salesman, associated person, or investment solicitor unless duly registered with the Commission. The regulation of securities transactions and investment solicitation is imbued with public interest considering the need to protect the investing public from fraudulent and unauthorized schemes. Verily, the offer and sale of unregistered securities, as well as the solicitation of investments without the requisite secondary license or authority from the Commission, constitute violations of Sections 8 and 28 of the SRC warranting the imposition of the appropriate administrative and criminal sanctions. To prevent further injury or prejudice to the investing public, Section 64 of the SRC grants the Commission authority to issue a Cease and Desist Order (CDO), thus: “Section 64. Cease and Desist Order. – 64.1. The Commission, after 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 or is otherwise likely to cause grave or irreparable injury or prejudice to the investing public.” (Emphasis supplied) Corollarily, pursuant to Section 50, in relation to Section 55, Rule XI of the 2026 Rules of Procedure of the Securities and Exchange Commission, the Commission, through its Operating Departments, may issue a Cease and Desist Order, motu proprio or upon a verified complaint, without the necessity of a prior hearing, whenever there is reasonable basis to believe that a person has engaged or is about to engage in any act or practice which, unless restrained, will operate as a fraud on investors or will likely cause grave or irreparable injury or prejudice to the investing public, to wit: “Section 50. How Commenced. An Operating Department, Extension Office or SHP, motu proprio or upon a complaint, may issue a CDO without the necessity of a prior hearing, upon a finding that the grounds for the issuance of the CDO provided under Sections 53.3 and 64 of the SRC, Section 156 of the RCC, or Section 6(d)(4) of the FCPA are present. xxx Section 55. Grounds for a CDO under the SRC. Whenever the Operating Department, Extension Office or SHP, motu proprio or upon a verified complaint, has reasonable basis to believe that a person has engaged or is about to engage in any act or practice which, unless restrained, will operate as a fraud on investors, or will likely cause grave or irreparable injury or prejudice to the investing public, it may issue a CDO without the necessity of a prior hearing. A CDO issued under this Section shall contain a directive to the person/s against whom it is issued to submit a verified Motion to Lift the CDO within

In the matter of: EF Easy Franchise Technological Ventures, Inc., et. al. SEC-EIPD CDO Case No. 0005 Page | 7 five (5) days.” The Supreme Court, in Primanila Plans, Inc. v. Securities and Exchange Commission16, emphasized that it is the duty of the Commission to promptly issue a cease and desist order whenever necessary to immediately stop acts that may cause fraud, grave injury, or irreparable prejudice to investors and the investing public, to wit: The law is clear on the point that a cease and desist order may be issued 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 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. (Emphasis supplied) In the instant case, the findings of EIPD establish that the Respondents, through its “Investment Starter” schemes and franchise partnership arrangements, appears to have engaged in the unauthorized offer and sale of securities to the public without the requisite registration and secondary license from the Commission. The complaints, agreements, promotional materials, and other evidence gathered during the investigation reveal that the Respondents actively encouraged the public to invest money in franchise businesses through representations of guaranteed returns, quarterly payouts, passive income, and high returns on investment. Investors were allegedly induced to invest in franchise entities such as T-Biz Corporation (Tapsulit), Poseidon Water Station Inc., Water2Go Inc., and Pacific Consumer Solutions Inc. (Lavada/Lalawash), among others, wherein Easy Franchise undertook the management, operations, and administration of the businesses while investors merely contributed capital and awaited profit distributions. The “EF MICRO PARTNERSHIP AGREEMENT” and related franchise arrangements submitted during the investigation likewise show that the Respondents exercised exclusive control over the management, operations, finances, and administration of the franchise outlets. Under these arrangements, investors allegedly had no active participation in the operation of the businesses and merely expected profits to be generated primarily through the managerial and entrepreneurial efforts of Easy Franchise and its officers. The Commission finds that the investment schemes employed by the Respondents bear the characteristics of investment contracts and securities contemplated under Section 3.1 of the SRC considering that: (a) investors invested money into a common enterprise; (b) investors were led to expect profits or returns on their investments; and (c) such expected profits were to be derived primarily from the efforts, management, and control exercised by Easy Franchise and its officers or representatives. Further, Certifications issued by the Company and Registration Monitoring Department (CRMD), the Corporate Governance and Finance Department (CGFD), and the Markets and Securities Regulation Department (MSRD) affirm that while Easy Franchise is registered as a domestic corporation, it has not been issued any secondary license to offer or sell securities, act as broker/dealer, investment adviser, investment house, fund manager, or engage in other capital market activities regulated by the Commission. Likewise, the records of the Commission show that the investment 16 G.R. No. 193791, August 6, 2014

In the matter of: EF Easy Franchise Technological Ventures, Inc., et. al. SEC-EIPD CDO Case No. 0005 Page | 8 schemes and securities allegedly offered by Easy Franchise have not been registered pursuant to Sections 8 and 12 of the SRC. The Certifications further confirmed that the individuals identified during the investigation have not been issued licenses or Certificates of Registration as associated persons, salesmen, certified investment solicitors, or other capital market professionals authorized to solicit investments from the public. Accordingly, the Commission finds that Easy Franchise and its representatives are engaged in the unauthorized offer and sale of unregistered securities in violation of Sections 8 and 28 of the SRC. On account thereof, the issuance of a Cease and Desist Order against Easy Franchise and its responsible officers, agents, representatives, promoters, and all persons acting on its behalf is warranted in order to protect the investing public from further exposure to unregistered and unauthorized investment schemes which have not complied with the minimum regulatory requirements prescribed by law, rules, and regulations. The Commission likewise finds that the continued offer and solicitation activities of the Respondents pose a serious risk of loss, damage, irreparable injury, and prejudice to the investing public, particularly to OFWs and other individuals who were allegedly enticed to invest their hard-earned money through promises of passive income and guaranteed returns. More importantly, the sale of unregistered securities constitutes fraud upon investors as it creates the false impression that the persons offering the investments are duly authorized by the Commission to engage in securities-related activities. More importantly, the offer/sale of unregistered securities has been considered as fraudulent which equally justifies the prompt issuance of a CDO, to wit: “The act of selling unregistered securities would necessarily operate 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 offered for sale or distribution within the Philippines without a registration statement duly filed with and 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 prescribe, shall be made available to each prospective buyer.”17(Emphasis supplied) In view of the foregoing, the Commission finds sufficient basis for the issuance of a Cease and Desist Order against Easy Franchise, its officers, representatives, agents, promoters, and all persons acting for and on its behalf. WHEREFORE, premises considered, Respondents EF EASY FRANCHISE TECHNOLOGICAL VENTURES, INC. , JOSE ANTON OJEDA, CHARMAINE ISABEL LIM, GIANPAOLO ACOSTA, KARLA DELA CRUZ, ANGELICA CARLOS, RENE A. LEDESMA, JR., JOSE P. MAGSAYSAY, JR., EMERSON TAN, ANGELA KIRSTEN VILLALUZ, and SUNSPARK HOLDINGS INC., including their officers, directors, incorporators, stockholders, representatives, agents, solicitors, promoters, salesmen, influencers, enablers, and all persons claiming and acting for and on their behalf, are hereby directed to IMMEDIATELY CEASE AND DESIST from offering, promoting, soliciting, selling, or distributing unregistered securities in the form of investment contracts, profit-sharing 17 Securities and Exchange Commission vs. CJH Development Corp., G.R. No. 210316, November 28, 2016