UNITY PREMIER BUSINESS GROUP OPC / UNITYPREMIER BEAUTY AND WELLNESS PRODUCTS TRADING

Securities and Exchange Commission Republic of the Philippines Department of Finance

COMMISSION EN BANC

IN THE MATTER OF

UNITY-PREMIER BUSINESS GROUP OPC / UNITYPREMIER BEAUTY AND WELLNESS PRODUCTS TRADING

(EIPD) ENFORCEMENT AND INVESTOR PROTECTION DEPARTMENT Movant. Y Promulgated: 16 August 2022 SEC CDO Case No. 08-22-093

CEASE AND DESIST ORDER

Wellness Products Trading ("Unity Premier), its CEO-sole stockholder- directing Unity-Premier Business Group OPC/UnityPremier Beauty and (the Motion) filed by the Enforcement and Investor Protection Department (EIPD) on 8 August 2022 praying that an order be issued (a) This resolves the Motion for Issuance of a Cease and Desist Order

Renalyn A. Lorilla, and alternate nominee, Leonida L. Bandojo, and its operators, promoters, representatives, salesmen, agents, uplines, enablers, influencers, conduits, subsidiaries, affiliates, and any and all director-president, Minerva Aganan Lorilla, nominee and treasurer

to as the Agents) to immediately cease and desist from selling and/or offering unregistered securities until the required registration persons,claiming and/or acting for and in its behalf (collectively referred

authority from the Commission. disposing any of its properties and/or assets without the prior written statements are duly filed with and approved by the Securities and securities are issued; and (b) prohibiting Unity Premier, its operators directors, officers and Agents from selling, encumbering, conveying, or Exchange Commission (the Commission) and the permits to offer/sell

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PARTIES

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

Unity Premier is a one-person corporation registered with the Commission under Company Registration No. 2022050051432-03 with principal office at G/F Hsinchu C.M. De los Reyes Manggahan, General Trias, Cavite, Region IV-A (Calabarzon), 4107.

Incorporation (AOI), is as follows: The primary purpose of Unity Premier, as stated in its Articles of

"Direct selling of all beauty products;

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

alternate nominee are as follows: Its sole stockholder-director-president, nominee / treasurer, and

Name Citizenship Residence MINERVAA. LORILLA RENALYN A. LORILLA (Nominee /Treasurer) LEONIDA L.BANDOJO director-president) (Alternate Nominee) (Sole stockholder Filipino Filipino Filipino National Capital Region (NCR) Irosin Tabon Santo Domingo Purok 6, City of Sorsogon, 4707 Irosin Santo Domingo, City of Manila, First District, 1013 City of Sorsogon, Sorsogon Region V(Bicol Region),4700 Sorsogon, Region),4700 1100 Juan Luna Tondo I/II- Barangay 155 First District, Region V (Bicol

RELEVANT FACTS

activities of the Respondent Unity Premier,the EIPD conducted a formal Acting on reports and inquiries from the public regarding the

investigation on the business operations of Unity Premier for possible violation(s) of the Securities Regulation Code (SRC)2, the Revised

1 SEC Office Order No. 512, series of 2013. 2 Republic Act No.8799. THEDOCUMENTSON RECORD CERHRD TRUE COPY OR SE ogt

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Corporation Code (RCC)3, and other laws, rules and regulations administered and implemented by the Commission.

investigation confirmed that Unity Premier operates primarily through The information and data gathered by the EIPD in the course of its

its Facebook page wherein it presents itself as a financial institution that provides its members the opportunity to both start their own e- commerce & affiliate platform and beauty product business. Unity Premier entices the public to invest through guaranteed passive income without selling its business product.5

business operations,Unity Premier registered itself with the Department To fully convince the investing public of the legitimacy of its

of Trade and Industry (DTI under UnityPremier Beauty and Wellness Products Trading with Business Registration No.3834717. Moreover Unity Premier consciously misrepresents that it acquired a secondary

Lorilla (Ms. Minerva) represented that Unity Premier obtains its money license to validate its business operations. In this regard, Ms. Minerva

primarily from its investors which are then allegedly reinvested in the stocks market, foreign exchange market, and cryptocurrency trading. There are five ways to earn under Unity Premier, to wit:

Instant 3.5% daily earnings in 40 business days for every package availment;

Unity Lock In Contract, Double-your-money in 50 days (with PDC and Contract for Php 50,000 and above);

Instant 10% Cashback Rebates for members who reinvest or re-purchase package;

to 15% for every new member who registers under the link Link Registration Reward, which entitles the account holder

of the account holder which is called the endorsement program; and

Profit through direct selling of Premier Beauty Products.

5 Annex "B-1of the Motion. 7 Annex "C" of the Motion. 3 Republic Act No. 11232. 4 www.facebook.com/groups/unitypremierofficial. AnnexA-1of the Motion. SH OG 8 Annex "N"of the Motion THE DOCUMENTS ON RECORD CERTIFIED TRUE COPY OL

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The various packages offered by Unity Premier consist of the following:

Bronze P100/package(P3.5 daily earning) Silver Gold P5,000/package (P175 daily earning with 5 P1,000/package (P35 daily earning)

Platinum P20,000/package (P700 daily earning with 20 premier soaps)

Diamond P50,000/package (P1,750 daily earning with premier soaps)

50 premier soaps)

to create their own account by performing the following steps: In order to avail of the above packages, interested investors need

1 Click the invitation link sent by a member of Unity

Premier, or register through their website at Unity premier.com;

3) Activate your account by paying the amount 2) Choose from the above investment package;and corresponding to the package.1o

commission upon sharing and activation of their link. Respondent further Unity Premier promises its investors to begin earning a 15%

explained three (3) other ways to earn under their program aside from the daily guaranteed income and link registration reward.

Lock In Contract"where an investor is guaranteed to receive twice the Investors may likewise earn through the execution of its "Unity

amount of their investment,11 while reinvesting members are set to have a 10% cashback rebate. Finally,its members may obtain profit through direct selling of their beauty products.12

posts in its official Facebook page, all of which were submitted in being carried out online was substantiated by screenshots of Facebook evidence by the EIPD. The unauthorized investment-taking activities of Unity Premier

issued by the Company Registration and Monitoring Department (CRMD), the Corporate Governance and Finance Department (CGFD) and sell/offer securities, the EIPD presented in evidence the Certifications In support of its allegation that Unity Premier has no license to

9 Annexes "B", and "G-Series" of the Motion https://drive.google.com/file/d/1rMCwU04cRIy7rN4G37J2JNL5nsrlApeM/view?usp=sharing 10 Annex "B" of the Motion. 11 Annexes "H" to "J" of the Motion. 12 Annex "N" of the Motior BEC OGC

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the Markets and Securities Regulation Department (MSRD) of the Commission which confirmed that Unity Premier has not been issued a

registered issuer of mutual funds, exchange traded funds, secondary license to operate as a broker/dealer of securities,and is not a

proprietary/non-proprietary shares or membership certificates, and time shares nor has it registered any securities pursuant to Sections 8 and 12 of the SRc. Moreover, it has not filed nor has it any pending application for registration/permit to sell such securities.13

Unity Premier, its sole stockholder-director-president, nominee, and On 5 August 2022,the EIPD issued a Show Cause Order directing

alternate nominee,to explain within five5)days from receipt thereof(a why its Certificate of Incorporation should not be revoked for violation of

officers, nominee, or alternate nominee should not be administratively Section 6 2) of PD 902-A, and b why its directors, responsible

sanctioned for violation of Section 44 of the RCC in relation to sections 8.1, 28.1 and 26.1 of the SRC.

To date, the EIPD has not received any response from the Unity Premier despite the lapse of the 5-day reglementary period.

Hence, the instant Motion.

ISSUE

Whether the allegations and the evidence presented by the EIPD in Support of the instant Motion warrant the issuance of a CDO.

RULING

The Commission finds the instant Motion meritorious.

purpose of Unity Premier of direct selling beauty products,there is no At the outset, the Commission notes that contrary to the primary

description,prices per product as well as where the products are being sold. What is evident in Unity Premier's advertisements is the focus on the sale and/or offer for sale of various investment packages with an information or evidence showing what products are for sale, product insignificant inclusion of soap products. There is no proof of other operations/activities related to its supposed direct selling business.

The Commission also notes that the Certificate of Incorporation of

solicitation and investment-taking without a secondary license from the Unity Premier expressly states that it does not authorize investment

13 Annex "T-Series" of the Motion. THE DOCUMENTS ON RECORD CERfIFTED TRUE COPYOF 8eto

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Commission.14 Its A0I specifically states that it shall not solicit, accept or take investments nor issue investment contracts,to wit:

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

After carefully considering the allegations in the Motion and the evidence submitted in support thereof, the Commission finds and so holds that the EIPD was able to establish that Unity Premier, its sole stockholder-director-president,nominee /treasurer,alternate nominee, and Agents are engaged in the selling and/or offering of unregistered securities in the form of investment contracts to the public without the required license from the Commission, in violation not only of its AOI but also of the relevant provisions of the SRC and its IRR.

Section 3 of the SRC defines"securities"as follows:

"SEC.3. Definition of Terms.-

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

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

Moreover,an "investment contract"has been defined as follows:

whenever a person seeks to use the money or property of others on the 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. An investment contract is presumed to exist promise of profits.

commission."15 (Emphasis supplied) 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

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

15 Rule 26.3.5 of the Implementing Rules and Regulations of the SRC. 14 Annex "A" of the Motion. THE DOCUMENTS ON RPCORIL CERTIFIED TRUE COPYC SE

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registered with the Commission in the form of an approved Registration Statement and a Permit to Offer/Sell issued in favor of the applicant, to Wit:

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

In the case of Power Homes Unlimited v. Securities and Exchange Commission,16 the Supreme Court ruled that investment contracts are securities that are required to be registered with the Commission for the protection of the investing public,to wit:

"As an investment contract that is security under R.A. No. 8799, it

cannot protect the investing public from fraudulent securities. The must be registered with public respondent SEC, otherwise the SEC strict regulation of securities is founded on the premise that the capital markets depend on the investing public's level of confidence in the system." (Emphasis supplied)

The concept of an investment contract in the Philippines is of American origin. It traces its roots from the US Supreme Court case Securities and Exchange Commission v. W.J. Howey Co.17 where the Court stated that an investment contract is a transaction, contract, or scheme whereby a person (1) makes an investment of money, (2) in a common enterprise,3) with the expectation of profits,4 to be derived solely from the efforts of others. Investment contracts have been used and adopted in various 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.18

The concept of an investment contract was thereafter adopted and applied in Power Homes Unlimited Corporation v. Securities and Exchange Commission,19 where the Supreme Court ruled that for investment contracts to be considered as securities which are subject to the regulatory authority of the Commission in our jurisdiction, the following

17 328 U.S. 293, 66 S. Ct. 1100, 90 L. Ed. 1244, 163 A.L.R. 1043 (1946). the individual who placed the money exerted a small amount of effort in an attempt to earn the profits. 16 Note 24, Supra 18 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 19 G.R.No.164182,26 February 2008. the qualifier with "primarily"acknowledging that an investment contract may still be present wher SH OC

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elements must be shown to exist i.e. (1) there must be an investment of money; (2) in a common enterprise; (3) with expectation of profits, (4) primarily from efforts of others. Under this definition, whenever an investor relinquishes control over his or her funds and submits their control to another for the purpose of deriving profits from them, he or she is in fact investing in securities.20

Applying the elements of the Howey Test in the instant case:

First,Unity-Premier require their members to purchase its various investment packages to earn guaranteed profits. The EIPD was able to present evidence that member-investors actually parted with their

actual investment contract and screenshots of investors who already money as payment for the packages that were purchased such as an received their payouts;21

Second, the EIPD was able to show that the investment scheme of Unity Premier involves the pooling of the amounts invested by the members utilized to pay the guaranteed returns of its existing investors and intended to ensure the continued operation albeit temporarily,of the corporation. This is the common enterprise that is being sustained by the investments received by Unity Premier from the public who believes that they will timely receive their guaranteed returns and other benefits;

Third, investors clearly expect guaranteed returns from the investment packages offered by Unity Premier ranging from 3.5% daily passive income in forty (40 days to 200% guaranteed return via the Unity Lock In Contract arrangement;

Lastly, the expectation of profits is derived primarily from the managerial efforts of Unity Premier, and its Agents who continue to promote its investment-taking scheme to ensure that investors are paid The investors are not required nor expected to do anything to earn their guaranteed returns. Unity Premier's advertisements expressly states that one can earn passive income on their products without selling22,to Wit:

20 Investment Co. Institute v. Camp,274 F. Supp. 624 (D. D.C. 1967) 21 Annex"S"of the Motion. 22 AnnexB-1"of the Motion. THE DOCUMENTS ON RECORE CERTIFIEDTRUECOPY StC OG

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unity premier

EARNPASSIVEINCOMEON OUR PRODUCTS

Uoc UaneAs

WWW.UNITY-PREMIER.COM

due mainly to the efforts of Unity Premier. This shows that the earnings that they receive or will receive is

Finding all the elements of an investment contract present, the

offering for sale of investment contracts considered as securities under the SRC. Commission holds that Unity Premier is engaged in the selling and/or

Section 8.1 of the SRC specifically proscribes the offering of securities within the Philippines without a Registration Statement duly filed with and approved by the Commission, to wit:

"SEC. 8. Requirement of Registration of Securities. - 8.1 Securities shall not be sold or offered for sale or distribution within the

approved by the Commission. Prior such sale, information on the securities, in such form and with such substance as the Commission may prescribe, shall be made available to each prospective purchaser. (Emphasis and underscoring supplied) Philippines. without a registration statement duly filed with and

Regulations of the SRC defines "Public Offering" as follows: Relative thereto, Rule 3.1.17 of the 2015 Implementing Rules and

shall be presumed to be a public offering: to anyone, whether solicited or unsolicited. Any solicitation or presentation of securities for sale through any of the following modes "3.1.17.Public offering is any offering of securities to the public or S+ OG

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3.1.17.3 Advertisement or announcement in radio, television, communication;"23 (Emphasis supplied) telephone, communication electronic technology communications, or any other information forms of

In this case,the evidence adduced by the EIPD showed that Unity Premier is offering for sale its investment packages/schemes publicly through online advertisements i.e. Facebook to potential investors without prior registration. This constitutes public offering as defined under SRC Rule 3.1.17 and thus, requires a registration statement duly approved by the Commission before the same can be lawfully undertaken.

Relative to the issuance of a CDO,Section 64.1 of the SRC provides

a hearing if, to its mind, the act or practice will operate as a fraud on investors or is otherwise likely to cause grave or irreparable injury or that the Commission may issue a CDO without the necessity of conducting

prejudice to the investing public, thus:

injury or prejudice to the investing public." (Emphasis supplied) proper investigation or verification, motu proprio or upon verified complaint by any aggrieved party, may issue a cease and desist the act or practice, unless restrained, will operate as a fraud on "Section 64. Cease and Desist Order. 64.1. The Commission, after order without the necessity of a prior hearing if in its judgment investors or is otherwise likely to cause grave or irreparable

Under the afore-quoted provision, there are two (2) essential requisites that must be complied with for a valid issuance of a CDO:

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

restrained, will operate as a fraud on investors or is otherwise likely to cause grave or irreparable injury or prejudice to the investing public.24

finds and so holds that the EIPD was able to comply with the After a careful review of the records of the case, the Commission

requirements prescribed by law which will justify the valid issuance of a CDO.

23 Rule 3.1.17 of the Implementing Rules and Regulations of the SRC. 24 Securities and Exchange Commission vs. Performance Foreign Exchange Corporation, G.R. No. 154131, July 20, 2006. S C

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The first requisite is present as the case records disclose that the

gathering and presentation of sufficient evidence in support of its Motion EIPD conducted an independent investigation which resulted in the

presented Certifications from the CRMD, CGFD and MSRD;25 showing the unauthorized activities of Unity Premier. The EIPD Investigator's affidavit which attested to the gathering of pieces of evidence consisting of screenshots or captured photos of various posts of

investors27; actual sample investment contract.28 Unity Premier on Facebook;26 screenshots of messages sent by actual

The second requisite is likewise present as shown by Unity Premier's fraudulent misrepresentation that it is authorized to sell,offer, and deal with securities in the form of investment contracts,when no such authority was ever issued to it.29

COMPLETE LEGALITIES

unity premier

SECONDARY LICENSE PERMIT

200% guaranteed return on investment is not sustainable, and can only business model which promises high return of investments as high as be carried out as long as new investors continue to come in. This is a It is clear from the facts and evidence presented that Unity Premier

Securities and Exchange Commission vs. CJH Development Corp.31 where the Supreme Court categorically held that: fraudulent scheme which will likely cause grave or irreparable injury or prejudice to the investing public.3o This finds support in the case of

25 Annex "T", "T-1", and "T-2" of the Motion. 30 Section 64 of the Securities Regulation Code. 26 AnnexY of the Motion. 27 AnnexSof the Motion 28 AnnexI" of the Motion 31(G.R.No.210316,November 28,2016 29 Annex"C"of the Motion. THE DOCUMENTS ON RECORD CERTIFIED TRUE COPY OE Sec OG

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issued by the SEC motu proprio, it being unnecessary that it results "The law is clear on the point that a cease and desist order may be

also not required whenever the Commission finds it appropriate from a verified complaint from an aggrieved party.A prior hearing is 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.

The act of selling unregistered securities would necessarily by making it appear that respondents have authority to deal on such securities.Section 8.1 of the SRC clearly states that securities operate as a fraud on investors as it deceives the investing public

shall not be sold or offered for sale or distribution within the approved by the SEC and that prior to such sale, information on the securities, in such form and with such substance as the SEC may Philippines without a registration statement duly filed with and

prescribe, shall be made available to each prospective buyer. (Emphasis supplied)

WHEREFORE,premises considered, UNITY-PREMIER BUSINESS GROUPOPC/UNITYPREMIER BEAUTY AND WELLNESS PRODUCTS TRADING, and its CEO-sole stockholder-director-president, Minerva Aganan Lorilla, nominee and treasurer Renalyn A. Lorilla, and alternate

representatives, salesmen, agents, uplines, enablers, influencers, and operating for and in their behalf, are hereby ordered to unlawful/unauthorized solicitation, offer and/or sale of securities in the nominee, - Leonida L. Bandojo,and its operators, promoters, conduits, subsidiaries, affiliates, and any and all persons, claiming, acting, IMMEDIATELY CEASE AND DESIST from engaging in the

form of investment contracts or any others of the same nature, as discussed in this Cease and Desist Order, until the required registration statement is duly filed with and approved by the Commission.

UNITY-PREMIER BUSINESS GROUP OPC / UNITYPREMIER

directors, officers, representatives, salesmen, agents and any and all BEAUTY AND WELLNESS PRODUCTS TRADING, its operators, persons claiming and acting for and in their behalf are likewise directed to CEASE their internet presence relating to the transactions and investment scheme covered by this Cease and Desist Order. The

action against any persons or entities found to act as solicitors, Commission will institute the appropriate administrative and criminal

and in their behalf information providers, salesmen, agents, brokers, dealers or the like for

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Finally, the Commission hereby PROHIBITS Unity-Premier Business Group OPC / UnityPremier Beauty and Wellness Products Trading, its operators, directors, officers, representatives, salesmen, agents and any and all persons claiming and 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 their custody, to ensure the preservation of the assets of the investors

The EIPD of the Commission is hereby DIRECTED to (a) serve a copy of this CDO to Unity-Premier Business Group OPC/UnityPremier Beauty and Wellness Products Trading, and its CEO-sole stockholder- director-president, Minerva Aganan Lorilla, nominee and treasurer Renalyn A. Lorilla, and alternate nominee, Leonida L. Bandojo, and (b) cause the posting of this Order in the Commission's website.

The EIPD is FURTHER DIRECTED to (a) initiate the appropriate administrative proceedings against Unity-Premier Business Group OPC/ UnityPremier Beauty and Wellness Products Trading, and its CEO-sole stockholder-director-president, Minerva Aganan Lorilla, nominee and treasurer Renalyn A. Lorilla, and alternate nominee, Leonida L. Bandojo, and impose the appropriate penalties, including revocation of Certificate of Incorporation, if warranted, and (b) submit a formal compliance report, by way of pleading, to the Commission En Banc within ten (10) days from receipt of this Cease and Desist Order.

Let a copy of this Order be furnished to the Company Registration and Monitoring Department, Market and Securities Regulation Department, Corporate Governance and Finance Department and the Information and Communications Technology Department of this Commission, the Bangko Sentral ng Pilipinas, the Department of Trade

Information and Communications Technology for their information and and Industry, the National Privacy Commission and the Department of

appropriate action.

In accordance with the provisions of Section 64.3 of the SRC and Part II,Rule IV,Section 4-3 of the 2016 Rules of Procedure of the SEC,the Respondent may file a verified Motion to Lift the CDO to the Commission

receipt of this Order. En Banc thru the Office of the General Counsel,within five (5) days from

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FAIL NOT UNDER PENALTY OF LAW

SO ORDERED

Makati CityPhilippines

EMILIO B.AQUINO

Chairperson

JAVEY PAUL D.FRANCISCO Commissioner KEWIN LESTER K.LEE Commissioner

KARLO S.BELLO Commissioner MCJILLBRYANT T FERNANDEZ Commissioner

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