L W FOOD WHOLESALING

ENFORCEMENT AND INVESTOR PROTECTION DEPARTMENT In the matter of: SEC EIPD CDO Case No. 2026-0017 L W FOOD WHOLESALING FOR: Violation of Sections 8, 26 and 28 of Republic Act No. 8799, otherwise known as the Securities Regulation Code (SRC) Respondent x-------------------------------------------------x CEASE AND DESIST ORDER This Cease and Desist Order (CDO) is prompted from an information received by the Commission that an entity named L W FOOD WHOLESALING (operating under a business or trade name, Yummy Inasal / Yummy Chicks) is soliciting investments from the public. Accordingly, this is being done through its official Facebook (fb) page named Yummy Inasal Business Kasosyo PH, accessible at: link: https://facebook.com/yummyinasalbusinesskasosyoph Based on the reports, L W FOOD WHOLESALING, through its fb page, Yummy Inasal Business Kasosyo PH, is inviting the public to be a “Business Kasosyo” for a minimum capital of Php 200,000 under the business theme, “WE RUN THE BUSINESS, YOU EARN”. Below is a screenshot copy of the said social media post which was presented to the Commission: Further, it was reported that L W FOOD WHOLESALING is posting copies of its alleged business permit and DTI registration on social media to entice the public into investing. Below is a screenshot copy of the said social media post which was presented to the Commission:  The SEC Headquarters, 7907 Makati Avenue Salcedo Village, Bel-air, Makati City  1-4732 (1-4SEC) www.sec.gov.ph | imessage.sec.gov.ph https://linktr.ee/secphilippines

Information gathered from the Facebook (FB) Page of Yummy Inasal Business Kasosyo PH shows that the company is inviting the public to be a “Business Kasosyo” and a shareholder for a minimum capital of Php 100,000, as shown below: Likewise, in the same Facebook page, Yummy Inasal Business Kasosyo PH is enticing the public to be a “Business Kasosyo” for a capital of Php 50,000, promising a monthly passive income, as shown below:  The SEC Headquarters, 7907 Makati Avenue Salcedo Village, Bel-air, Makati City  1-4732 (1-4SEC) www.sec.gov.ph | imessage.sec.gov.ph https://linktr.ee/secphilippines

Based on the records of the Commission the names L W FOOD WHOLESALING / YUMMY INASAL / YUMMY CHICKS / YUMMY INASAL BUSINESS KASOSYO PH are not registered as a corporation or partnership. Consequently, L W FOOD WHOLESALING / YUMMY INASAL / YUMMY CHICKS / YUMMY INASAL BUSINESS KASOSYO PH also does not have a secondary license or authority to solicit investments or offer securities as only registered corporations can apply for and be issued a secondary license by the Commission. ISSUE Whether a Cease and Desis Order (CDO) should be issued against L W FOOD WHOLESALING and its fb page Yummy Inasal Business Kasosyo PH, for its continued unauthorized offer and/or sale of securities to the public. RULING The Commission finds the issuance of a Cease and Desist Order (CDO) against L W FOOD WHOLESALING warranted. Clearly in this case, the “Business Kasosyo Program” of L W FOOD WHOLESALING, through its Facebook (fb) page, Yummy Inasal Business Kasosyo PH, involves the offer and sale of securities in the form of “investment contracts”, as defined under Section 3.1 of the Securities Regulation Code. As a rule, SECURITIES cannot be sold or offered for sale within the Philippines without such securities being registered with the Securities and Exchange Commission through the filing and consequent approval of a Registration Statement and a corresponding Permit to Offer/Sell has been issued by the Commission.  The SEC Headquarters, 7907 Makati Avenue Salcedo Village, Bel-air, Makati City  1-4732 (1-4SEC) www.sec.gov.ph | imessage.sec.gov.ph https://linktr.ee/secphilippines

Section 3.1 of the Securities Regulation Code (SRC) defines securities as shares, participation or interest in a corporation or in a commercial enterprise or profit-making venture and evidenced by a certificate, contract, instrument, whether written or electronic in character. It includes: (a) Shares of stocks, bonds, debentures, notes, evidences of indebtedness, asset backed securities; (b)Investment contracts, certificates of interest or participation in a profit sharing agreement, certificates of deposit for a future subscription; (c) Fractional undivided interests in oil, gas or other mineral rights; (d) Derivatives like option and warrants; (e) Certificates of assignments, certificates of participation, trust certificates, voting trust certificates or similar instruments; (f) Proprietary or non-proprietary membership certificates in corporations; and (g) Other instruments as may in the future be determined by the Commission. An investment contract on the other hand, is defined under SRC Rule 26.3.5 of the 2015 Implementing Rules and Regulations of the Securities Regulation Code (2015 SRC IRR) as follows: “An investment contract means a contract, transaction or scheme (collectively “contract”) whereby a person invests his money in a common enterprise and is led to expect profits primarily from the efforts of others. 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.” Further, the elements of an investment contract were enumerated in the case of Power Homes Unlimited Corporation vs. SEC (G.R. No. 164182 February 26, 2008) traced from the case of SEC vs. Howey Co. (66 S.Ct.1100 May 27, 1946) and was later modified in the case of SEC vs. Glenn W. Turner Enterprises, Inc. (474 F.2d476 February 1, 1973), as follows: • An investment of money; • A common enterprise; • Expectation of profits; and •Profits arises primarily from the entrepreneurial and managerial efforts of others. Section 8, in relation to Section 12 of the SRC provides that: “SEC. 8. Requirement of Registration of Securities. – 8.1. 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. Prior to such sale, information on the securities, in such form and  The SEC Headquarters, 7907 Makati Avenue Salcedo Village, Bel-air, Makati City  1-4732 (1-4SEC) www.sec.gov.ph | imessage.sec.gov.ph https://linktr.ee/secphilippines

with such substance as the Commission may prescribe, shall be made available to each prospective purchaser. SEC. 12. Procedure for Registration of Securities. – 12.1. All securities required to be registered under Subsection 8.1 shall be registered through the filing by the issuer in the main office of the Commission, of a sworn Page 11 of 14 registration statement with respect to such securities, in such form and containing such information and documents as the Commission shall prescribe. The registration statement shall include any prospectus required or permitted to be delivered under Subsections 8.2, 8.3 and 8.4.” Securities such as investment contracts as defined by the SRC and in relation to SRC Rule 26.3.5 of the 2015 SRC IRR must be registered with the Commission pursuant to Sections 8 and 12 of the SRC before the same can be offered or sold for distribution. Also, the act of L W FOOD WHOLESALING in advertising its investment scheme through its fb page, Yummy Inasal Business Kasosyo PH, and inviting the public to become a Business Kasosyo and a Shareholders of the company constitutes public offering as defined under Rule 3.1.17 of the 2015 SRC Rules provides: “Rule 3.1.17 - “Public Offering is any offering of securities to the public or to anyone who will buy, 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: i.Publication in a newspaper, magazine or printed reading material which is distributed within the Philippines or any part thereof; ii.Presentation in any public or commercial place; iii.Advertisement or announcement in any radio, telephone, electronic communications, information communication technology or any other forms of communication; or iv.Distribution and/or making available flyers, brochures or any offering material in a public or commercial place, or to prospective purchasers through the postal system, information communication technology and other means of information distribution.” In this particular case, the Department carefully examined the characteristics of the investments offered by L W FOOD WHOLESALING to determine if they satisfy the elements of an investment contract. In our evaluation, indeed, the elements of an investment contract are manifested in the business scheme being offered by L W FOOD WHOLESALING, through its fb page, Yummy Inasal Business Kasosyo PH, which are as follows:  The SEC Headquarters, 7907 Makati Avenue Salcedo Village, Bel-air, Makati City  1-4732 (1-4SEC) www.sec.gov.ph | imessage.sec.gov.ph https://linktr.ee/secphilippines

• By investing in the abovementioned entities, the investor enters into a contract and there is a placement of money from the public as they are enticed to invest with the subject entities that represented to be engaged in a lucrative business and are required to invest money in order for them to earn profits; • The money invested is placed in a common enterprise which is L W FOOD WHOLESALING; • The investors expect to derive profits as they are primarily attracted to join L W FOOD WHOLESALING for a promise of high monetary rewards or profits; and • The investors expect to earn profits derived primarily from the efforts of others or from L W FOOD WHOLESALING. In this case, L W FOOD WHOLESALING, through its fb page, Yummy Inasal Business Kasosyo PH, is offering an investment scheme which is within the definition of securities under Section 3.1 of the SRC in the nature of an investment contract. As defined, an investment contract is 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.1 It has been applied to a variety of situations where individuals were led to invest money in a common enterprise with the expectation that they would earn a profit through the efforts of the promoter or of someone other than themselves. It is noteworthy to mention that L W FOOD WHOLESALING and its fb page, Yummy Inasal Business Kasosyo PH are not authorized to solicit investments from the public as it did not secure prior registration and/or license to solicit investment from the Commission as prescribed under Section 8 of the Securities Regulation Code. Hence, the act of L W FOOD WHOLESALING through its fb page, Yummy Inasal Business Kasosyo PH, in soliciting investments from the public without the necessary secondary license from the Commission is unauthorized. Further, Section 11 of Republic Act No. 11765 or the Financial Products and Services Consumer Protection Act (FCPA) also prohibits investment fraud which is defined under the law as any form of deceptive solicitation of investments from the 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 selling of investment schemes to the public without a license. Finally, the investment scheme of L W FOOD WHOLESALING and its fb page, Yummy Inasal Business Kasosyo PH, has the characteristics of a Ponzi Scheme because of the promise of an exorbitant rate of return with little or no risk at all to investors as exemplified in the case of People vs. Tibayan,2 which provides that: “To be sure, a Ponzi Scheme is a type of investment fraud that involves the payment of purported returns to existing investors from funds contributed by new investors. Its organizers often solicit new investors by 1 SEC vs Howey Co., 328 U.S. 293 (1946) 2 People of the Philippines vs. Palmy Tibayan and Rico Puerto (G.R. Nos. 209655-60, 14 January 2015).  The SEC Headquarters, 7907 Makati Avenue Salcedo Village, Bel-air, Makati City  1-4732 (1-4SEC) www.sec.gov.ph | imessage.sec.gov.ph https://linktr.ee/secphilippines

promising to invest funds in opportunities claimed to generate high returns with little or no risk. In many Ponzi schemes, the perpetrators focus on attracting new money t0o make promised payments to earlier-stage investors to create the false appearance that investors are profiting from a legitimate business. It is not an investment strategy but a gullibility scheme, which works only as long as there is an ever-increasing number of new investors joining the scheme. The offering and selling of securities in the form of investment contracts using the “Ponzi Scheme” which is fraudulent and unsustainable, is NOT a registrable security. The Commission will not issue a License to Sell Securities to the public, persons or entities that are engaged in this business or scheme. As held in the case of SEC vs. CJH Development Corporation, (G.R. No. 210316, 28 November 2016) 3, the Supreme Court ruled that the sale and/or offer of securities without the requisite license, necessarily operates as a fraud on investors, thus: “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.” (Emphasis ours) Therefore, in order to protect the public from the pervasive effect of L W FOOD WHOLESALING, through its fb page, Yummy Inasal Business Kasosyo PH, illegal investment offering, the EIPD submits that a Cease and Desist Order (CDO) be issued in accordance with Sec. 64 of the SRC. URGENCY OF A CEASE AND DESIST ORDER Section 64 of the SRC provides as follows: “SEC. 64. Cease and Desist Order. – 64.1. The Commission, after proper investigation or verification, motu propio, or upon verified complaint by any aggrieved party, may issue a cease and desist order without the necessity of a prior hearing if in 3 SEC vs. CJH Development Corporation, (G.R. No. 210316, 28 November 2016)  The SEC Headquarters, 7907 Makati Avenue Salcedo Village, Bel-air, Makati City  1-4732 (1-4SEC) www.sec.gov.ph | imessage.sec.gov.ph https://linktr.ee/secphilippines

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.” As had been pointed out, securities cannot be offered or sold to the public without a registration statement duly filed with and approved by the Commission pursuant to Sections 8 and 12 of the SRC. In the instant case, L W FOOD WHOLESALING and its fb page, Yummy Inasal Business Kasosyo PH, are not registered issuers of securities under Sections 8 and 12 of the SRC and neither has it filed an application for registration of securities. Nevertheless, L W FOOD WHOLESALING, through its fb page, Yummy Inasal Business Kasosyo PH, solicits investments despite the absence of a license from the Commission to offer and sell securities to the public and at the rate at which they offer and sell securities to the public without prior registration, renders it imperative and necessary that a Cease and Desist Order (CDO) be issued by this Honorable Commission, enjoining them from further offering and/or selling securities to the public. The SRC is explicit that as a general rule, securities should be registered with this Honorable Commission before being offered or sold to the public in order to protect the investing public from worthless securities, which, if unchecked, may cause grave and irreparable damage and injury to the investors and the public in general. Further, the offering and selling of unregistered securities by L W FOOD WHOLESALING, through its fb page, Yummy Inasal Business Kasosyo PH, unless restrained, constitutes a continuous violation of the provisions of the SRC and the FCPA. In light of the continued unauthorized offer and/or sale of securities to the public by L W FOOD WHOLESALING, through its fb page, Yummy Inasal Business Kasosyo PH, the EIPD finds it imperative to issue a Cease and Desis Order (CDO) to prevent further harm, injury or prejudice to the investing public. WHEREFORE, premises considered, L W FOOD WHOLESALING and its fb page, Yummy Inasal Business Kasosyo PH, including its agents, representatives, salesmen, conduit entities, subsidiaries, and any and all persons claiming and acting for and on their behalf, are hereby ordered to immediately Cease and Desist from further engaging in the sale and/or offer of unregistered securities and 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 bank deposits, if any, of which the named persons herein may have any interest, claim or participation whatsoever, whether directly or indirectly, under their custody, immediately to forestall grave damage and prejudice to all concerned and to ensure the preservation of the assets for the benefit of the investors without authority from the Commission. This Cease and Desist Order shall be immediately executory upon service or publication on the Commission’s official channels and shall remain in full force and effect unless sooner lifted by the Commission.  The SEC Headquarters, 7907 Makati Avenue Salcedo Village, Bel-air, Makati City  1-4732 (1-4SEC) www.sec.gov.ph | imessage.sec.gov.ph https://linktr.ee/secphilippines

Let copies of this Cease and Desist Order be furnished to the Philippine National Police- Anti-Cybercrime Group (PNP-ACG), the Cybercrime Investigation and Coordinating Center (CICC) and the Presidential Anti-Organized Crime Commission (PAOCC), for their appropriate action, coordination, investigation, and enforcement assistance, including such measures as may be necessary to prevent the continued operation, digital accessibility, promotion, and facilitation of L W FOOD WHOLESALING, through its fb page, Yummy Inasal Business Kasosyo PH unauthorized offer and/or sale of securities to the public. Further, let a copy of this Order be published on the official website of the Commission for general circulation. In accordance with Section 64.3 of the SRC and Rule XI of the 2026 Rules of Procedure of the SEC, Respondents may file a verified Motion to Lift the CDO with the EIPD within five (5) days from receipt of this Order, or the posting of the CDO on the Commission’s website, whichever ie earlier. The public is hereby warned to refrain from transacting with L W FOOD WHOLESALING. SO ORDERED. 21 September 2026, Makati City. Digitally signed by Lupango- Tamayo Sheara Laurio Date: 2026.09.23 11:28:30 +08'00' SHEARA L. LUPANGO-TAMAYO Officer-in-Charge  The SEC Headquarters, 7907 Makati Avenue Salcedo Village, Bel-air, Makati City  1-4732 (1-4SEC) www.sec.gov.ph | imessage.sec.gov.ph https://linktr.ee/secphilippines