Satarah Wellness Marketing, Satarah Investment Group Inc. and Satarah Wellness Marketing

3 Securities and Exchange Commission SEC Building, EDSA, Greenhills, Mandaluyong City Republic of the Philippines Office of the General Counsel Department of Finance

SATARAH INVESTMENT GROUP, INC., INTERNATIONAL, In the Matter of: SATARAH WELLNESS and SATARAH MARKETING, WELLNESS

FOR: Issuance of Permanent Cease and SEC-CDO CASE NO. 05-15-018 Desist Order

PROTECTION DEPARTMENT, ENFORCEMENT AND INVESTOR Petitioner.

-X

25 April 2016

TO:

Securities and Exchange Commission 5th Securities and Exchange Commission 7th SATARAH WELLNESS MARKETING Les Sarfenelle, Inc. Building 114 Road 2, Quezon Hill Proper, Baguio City AC 119 Eastern Buyagan, La Trinidad Benguet Center, Baguio City Mandaluyong City INFORMATION & COMUNICATIONS Floor Mandaluyong City ROMYLLIE B. LAU SECURITIES EXTENSION OFFICE PROTECTION DEPARTMENT Floor TECHNOLOGY DEPARTMENT COMMISSION Baguio Convention ENFORCEMENT SECBldg., SEC Bldg., AND Center, BAGUIO AND EDSA, EDSA, EXCHANGE INVESTOR Government Greenhills Greenhills CITY Securities and Exchange Commission 1oth Securities and Exchange Commission lith Securities and Exchange Commission 2nd Mandaluyong City Mandaluyong City Mandaluyong City Mandaluyong City Floor FINANCE DEPARTMENT REGULATION DEPARTMENT Floor MONITORING DEPARTMENT Securities and ECONOMIC TRAINING DEPARTMENT COMPANY CORPORATE Floor MARKETS Floor SEC SEC SEC SEC I Exchange Commission 6th Bldg., Bldg. Bldg. Bldg., REGISTRATION AND RESEARCH EDSA, EDSA, Greenhills EDSA, EDSA, GOVERNANCE SECURITIES Greenhills Greenhills Greenhills AND AND

193 SEC Building, EDSA, Greenhills, Mandaluyong City. Securities and Exchange Commission Republic of the Philippines Department of Finance

In the Matter of: SATARAH WELLNESS MARKETING

INC. SATARAH INTERNATIONAL, and INVESTMENT SATARAH WELLNESS GROUP

SEC-CDO CASE NO. 05-15-018

ENFORCEMENT AND INVESTOR PROTECTION DEPARTMENT FOR: Issuance of Permanent Cease and Desist Order

Movant.

ORDER

the Commission praying that the Cease and Desist Order (CDO) dated 30 June 2015 be Permanent Cease and Desist Order (Motion for Permanent CDO) filed on 23 February 2016' by petitioner/movant Enforcement and Investor Protection Department (EIPD) of For the consideration of the Commission En Banc is the Motion for Issuance of

made permanent.

Commission on 2 February 2015 under SEC Registration No. CS201501660. Its incorporators and first directors include Romyllie B. Lau, Wing Pan Henrich Lau and Satarah Investment Group, Inc. (Satarah Investment) registered with the

provided in its primary purpose and Certificate of Incorporation.2 Ruby Batolne. However, it is prohibited from acting as broker or dealer in securities as

issued to Romyllie B. Lau,3 who is the sole proprietor.4 Trade and Industry (DTI) on 11 April 2013 under Certificate No. 02028867 which was Satarah Wellness Marketing is an enterprise registered with the Department of

its advertisements in websites such as YouTube, Facebook and SlideShare. Satarah Wellness International is allegedly a non-registered entity, and has placed

2 Id., par. 3, Annex "B" (Certificate of Incorporation dated 2 February 2015), and Annex "C" (Articles of 3 Motion for Issuance of CDO in the Petition (For Revocation of Certificate of Incorporation) filed on 18 5 Id., pars. 4 and 33. 1 Motion for Permanent CDO dated 19 February 2016. 4 Id., Annex "H-1" (Minutes of the Conference held on 22 April 2015 before the EIPD). May 2015 and dated 13 May 2015, par. 2 and Annex "A" (DTI Certificate issued to Satarah Wellness Marketing). (ncorproation).

In the matter of: Satarah Wellness Marketing Page 2 of 5 SEC CDO Case No.05-15-018

Wellness Marketing and Romyllie B. Lau to be engaged in the sale or offering for sale or distribution within the Philippines of securities, i.e., investment contracts, based on the statements made by Ms. Lau, Ms. A, who was a client of Satarah Wellness Marketing, and the "Terms and Conditions"7 of Satarah Wellness Marketing, without a registration statement duly filed with and approved by the Commission in violation of Sec. 8.1 of the SRC. The CDO states that parties subject thereto may file a request for lifting thereof within five (5) days from receipt hereof. On 30 June 2015, the Commission En Banc issued a CDO finding Satarah

The pertinent portion of the CDO reads as follows:

"WHEREFORE, premises considered, ROMYLLIE B. LAU, her DTI to IMMEDIATELY CEASE AND DESIST,: UNDER PAIN OF registered enterprise known as SATARAH WELLNESS MARKETING, and their officers, agents, representatives, conduits, assigns, and any and all persons claiming and acting for and in their behalf and under their authority, as well as the operators and administrators of Satarah Wellness International who posted its advertisements in websites such as YouTube and SlideShare, are hereby ordered investment trusts, or similar forms, and, in connection therewith, soliciting, futures contract. x x x" (Underline ours) CONTEMPT, from further offering, soliciting, or otherwise offering or selling unregistered securities in the form of investment contracts to the public, such as, but not limited to, investment contracts, pooling of funds, accepting or receiving from others, money for the purpose of trading in any

Marketing and Satarah Investment, filed a Manifestation and Motion (in lieu of Request On 29 July 2015, Romyllie B. Lau, in representation of Satarah Wellness

misconception. to Lift /CDOD (Manifestation) stating that their "incorporators" have decided to TERMINATE the existence of said firms in order to erase doubts of any

to Section 64.3 of the Securities Regulation Code (SRC)10. However, to date, the parties subject to the CDO were given a period of five (5) days to request for its lifting pursuant Hence, this Motion For Issuance of Permanent [CDO] stating that the parties

: Section 64.1., SRC. The Commission, after proper investigation or verification, motu propio, or upon 9 Manifestation dated 22 July 2015, p. 1. 10 Republic Act No. 8799 (2000). The witness, Ms. A, requested that her identity be kept confidential. 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. "Terms and Conditions" attached to the SEC Baguio Extension Office (SEC BEO) Memorandum verified complaint by any aggrieved party, may issue a cease and desist order without the necessity of a (Motion for CDO, Annex D) and procured by the RLECC (Motion for CDO, B-1" of Annex [Inspection Report of SEC BEO])

Page 3 of 5 In the matter of: Satarah Wellness Marketing SEC CDO Case No. 05-15-018

Y

subject to the CDO have not filed any motion or request to lift the CDO. Thus, the EIPD prays that an order be issued making the CDO permanent.11

Section 64.3 of the SRC provides the following:

"64.3. Any person against whom a cease and desist order was issued may within five (5) days from receipt of the order, file a formal request for a lifting thereof. Said request shall be set for hearing by the Commission not later than fifteen (15) days from its filing and the resolution thereof shall be made not later than ten (10) days from the termination of the hearing. If the Commission fails to resolve the request within the time herein prescribed, the cease and desist order shall automatically be lifted."

In the case at bar, to date, the parties subject to the CDO failed to file a motion or formal request to lift the said CDO pursuant to such order and Section 64.3 of the SRC. Instead, Romyllie B. Lau, in representation of Satarah Wellness Marketing and Satarah Investment, filed a Manifestation stating that the "incorporators" decided to terminate such entities. Thus, the Commission is constrained to render the CDO issued on 30 June 2015 as PERMANENT.

WHEREFORE, premises considered, the Manifestation and Motion (in lieu of Request to Lift Cease and Desist Order) is hereby NOTED and the CEASE AND DESIST ORDER issued against Romyllie B. Lau, her DTI registered enterprise known as SATARAH WELLNESS MARKETING, and their officers, agents, representatives, conduits, assigns, and any and all persons claiming and acting for and in their behalf and under their authority, as well as the operators and administrators of Satarah Wellness International who posted its advertisements in websites such as YouTube and SlideShare. is hereby MADE PERMANENT.

The SEC Baguio Extension Office of the Commission is hereby DEPUTIZED to: (a) serve this Order on Romyllie B. Lau and her DTI registered enterprise known as SATARAH WELLNESS MARKETING, (b) post copies of the Order at the entrance of the main office and/or branches, if any, of SATARAH WELLNESS MARKETING.

Let a copy of this Order be also posted in the Commission's website; published in a national newspaper of general circulation and furnished to the Markets and Securities Regulation Department, Company Registration and Monitoring Department, the Corporation Finance Department and the Economic Research and Information Department of the Commission for their information and appropriate action.

DIRECTED to submit a FORMAL COMPLIANCE REPORT, by way of a pleading, to the Commission En Banc WITHIN FIVE (5) DAYS from receipt of this Order. The SEC Baguio Extension Office of the Commission is hereby FURTHER

1 Motion For Issuance of Permanent [CDO] dated 19 February 2016, pars. 2 and 4.

In the matter of: Satarah Wellness Marketing SEC CDO Case No. 05-15-018 Page 5 of 5 X

COPY FURNISHED:

Company Registration and Monitoring Department 2nd Floor, Securities and Exchange Commission Mandaluyong City, Metro Manila Philippines SEC Building, EDSA, Greenhills

Corporate Governance Finance Department I1 th Floor, Securities and Exchange Commission SEC Building, EDSA, Greenhills Mandaluyong City, Metro Manila Philippines

6th Floor, Securities and Exchange Commission Mandaluyong City, Metro Manila Philippines Markets and Securities Regulation Department SEC Building, EDSA, Greenhills

Mandaluyong City, Metro Manila Philippines Economic Research and Training Department 10th Floor, Securities and Exchange Commission SEC Building, EDSA, Greenhills

Information and Communication Technology Department 7th Floor, Securities and Exchange Commission Mandaluyong City, Metro Manila Philippines SEC Building, EDSA, Greenhills

Group, Inc., and Satarah Wellness International, vs. EIPD Re: Satarah Wellness Marketing, Satarah Investment SEC-CDO CASE NO.05-15-018 Page 2 of 2

GREETINGS:

case, the original of which is now on file with this office. Please take notice that on 21 April 2016 an ORDER was issued in the above-entitled

Mandaluyong City, Philippines

By Authority of the Commission En Banc:

Office/of the Commission Secretary ARMANDOA PAN, JR. N Pfficer-in-gharge