sec_cdo BITPRIME, BITPRIME COMPUTER SOFTWARE TRADINGBITPRIME, BITPRIME COMPUTER SOFTWARE TRADING 2023-03-06

BITPRIME, BITPRIME COMPUTER SOFTWARE TRADING

Securities and Exchange Commission COMMISSION EN BANC Republic of the Philippines Department of Finance

IN THE MATTER OF:

BITPRIME, BITPRIME COMPUTER SOFTWARE TRADING, AND ARIANE ESTOLONIO-BITPRIME SOFTWARE OPC SEC CD0 Case No. 02-23-099

ENFORCEMENT PROTECTION AND INVESTOR DEPARTMENT Promulgated: 02 March 2023

(EIPD), Movant. X X

CEASE AND DESIST ORDER

referred to as the "Agents"), to immediately cease and desist from selling and approved by the Securities and Exchange Commission (the prohibiting the Bitprime Group, their incorporators, operators, directors, officers and Agents 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 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. their incorporators, operators, directors, officers, including their Joanna Marie Cruz de Vera, and their representatives, salesmen, agents, uplines, influencers, enablers, conduits, subsidiaries, and any and all persons, claiming and/or acting for and in their behalf (collectively and/or offering unregistered securities in the form of investment contracts until the requisite registration statements are duly filed with 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 Nominee, Ms. Mey Ann De Leon Araulan, and Alternate Nominee, Ms. "Commission") and the permits to offer/sell securities are issued; and (b) (EIPD) on 21 February 2023, praying that an order be issued (a) directing Bitprime, Bitprime Computer Software Trading, and Ariane Estolonio- Bitprime Software OPC (collectively referred to as the "Bitprime Group"), "Motion") filed by the Enforcement and Investor Protection Department This resolves the Motion for Issuance of Cease and Desist Order (the SEC --OGC

CERTIFIED TRUE COPY OF THE DOCUMENTS ON RECORD

PAGE (5 PAGES

BY

In the m. r of: Bitprime,Bitprime Computer Software Trading. and Ariane Estolonio-Bitprime Software Opc SEC CD0 Case No.02-23-099 CEASE AND DESIST ORDER Page 2 of 15

PARTIES

Movant, EIPD is one of the Commission's operating departments

implemented, or issued by the Commission, and to seek the issuance of a tasked, among others, to investigate motu proprio or upon complaint or referral, violations of laws, rules, and regulations administered,

Cease and Desist Order (CDO) whenever warranted by the circumstance.1

Ariane Estolonio-Bitprime Software OPC (AEBS) is an entity registered as a One Person Corporation (OPC) with the Commission.

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

development, production, management, and operation of software and hardware technology, and other information technology applications. and to do all activities directly or indirectly connected therewith or incident thereto. and services, such as but not limited to the research, software "To engage in the business of information technology products

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

Diaz Poblacion, City of Muntinlupa. Afable Estolonio (Ms. Estolonio). Her residence of record is at 202 Pedro AEBS' sole stockholder, director, and president is Ms. Ariane Mae

secondary license to solicit investments from the public. registered as a corporation or partnership. The Bitprime Group has no Bitprime, and Bitprime Computer Software Trading (BCST) are not

RELEVANT FACTS

business of crypto mining. Bitprime Group actively represents to the public that it is in the

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

CERTIFIED TRUJE COPY OR THE DOCUMENTS ON RECORD

PAGE 5 PAGES

PY

In the matter of: Bitprime,Bitprime Computer Software Trading. and Ariane Estolonio-Bitprime Software Ope CEASE AND DESIST ORDER SEC CD0 Case No.02-23-099 Page 3 of 15

On 19 January 2023, members of the EIPD were tasked to investigate2 the business operations of the Bitprime Group for possible violation(s) of the Securities Regulation Code (SRC)3, the Revised Corporation Code (RcC)4, and other laws, rules, and regulations administered and implemented by the Commission.

On the basis of the information and data that were gathered in the course of its investigation from internet postings from Facebook and

proactively inviting and enticing the public to invest with the Bitprime YouTube, the EIPD confirmed and concluded that the Bitprime Group is

Group and earn passive income through their investment plans. The marketing strategy of the Bitprime Group consists of the conduct of webinars in their Facebook page using the banner "TATLONG PARAAN PAPAANO KUMITA NG WALANG INILALABAS NA PERA?", where it offers prizes which are sent through Gcash during the said webinars.5

In one of her recorded presentations that were uploaded on

community and register as an exclusive partner.6 Youtube, Ms: Estolonio invited the public to be part of their online

In another uploaded video, Ms. Estolonio claims that she was able

new house for her family. She then claims that she created a platform to to put up a number of businesses, acquired a brand-new car, and built a enable other people to earn like her while working at home without the risk of losing their investment.7

amount of PHP 500 up to PHP 100,000 per account, with earnings of as online, the investment scheme of Bitprime Group consists of the following packages which requires an investment ranging from an much as 45% in fifteen (15) days, to wit: Based on the advertising/promotional materials that are available

P5,000 P500 P1,000 Stake 45% Profit in 15 Days STAKING PROGRAM P725 P7,250 P1,450 Withdrawable

7 https://www.youtube.com/watch?v=BETysGQAnK8 2 Annex "D" of the Motion. 5 Annex "C" of the Motion. 6 https://www.youtube.com/shorts/orkCa4zT76g 3 Republic Act.No.8799 4 Republic Act No. 11232 CERTFIED TRUE COPY OF SEC . OGC

PAGE THE DOCUMENTS ON RECORD 5 PAGES

BY

In the matter of: Bitprime,Bitprime Computer Software Trading and Ariane Estolonio-Bitprime Software Opc SEC CDO Case No.02-23-099 CEASE AND DESIST ORDER Page 4 of 15

K

P100,000 P10,000 P15,000 P50,000 P75,000 P20,000 P14,500 P21,750 P72,500 P29,000 P108,750 P145,000

SILVER PLAN

P100,000 P10,000 P20,000 P25,000 P50,000 P75,000 P1,000 P5,000 P15,000 Investment 2.5% Daily Profit in 60 Days P125 P625 P25 P250 P375 P500 P2,500 P1,250 P1,875 Daily Return P150,000 P15,000 P30,000 P75,000 P112,500 P1,500 P7,500 P22,500 P37,500 Withdrawable

P100,000 P75,000 P1,000 P10,000 P15,000 P20,000 P25,000 P50,000 P5,000 Investment P20,000 P10,000 P200 P15,000 P1,000 P2,000 P3,000 P4,000 P5,000 20% Profit in 15 Days GOLD PLAN 20% P120,000 P12,000 P18,000 P30,000 P60,000 P90,000 P1,200 P6,000 P24,000 Withdrawable

P25,000 P15,000 P1,000 P5,000 P10,000 P20,000 Investment P12,500 P500 P10,000 P2,500 P5,000 P7,500 50% Profit in 30 Days DIAMOND PLAN 50% P1,500 P7,500 P15,000 P22,500 P30,000 P37,500 Withdrawable GEC O

PAGE THE DOCUMENTS ON RECORD CERTIFIED TRUE COPY OF Og 15 PAGES

BY

In the matter of: Bitprime,Bitprime Computer Software Trading. and Ariane Estolonio-Bitprime Software Opc SEC CDO Case No.02-23-099 CEASE AND DESIST ORDER Page 5 of 15

P50,000 P100,000 P75,000 P50,000 P25,000 P37,500 P150,000 P75,000 P112,500

First 9 Months 60% & Last 3 EMERALD PLAN

Investment Months 30% Compounding Lock-in 12 Months Return in 12 months Withdrawable P1,000 P5,000 P749,883.45 P149,976.69 P754,883.45 P150,976.69

P10,000 P1,499,766.90 P1,509,766.90

P20,000 P15,000 P25,000 P2,999,533.81 P2,249,650.36 P3,749,417.26 P2,264,650.36 P3,019,533.81 P3,774,417.26 P50,000 P7,498,834.52 P7,548,834.52

Under the foregoing tables, an investor can earn up to 3% in daily profits with up to 20% - 50% in returns.8

royal incentives amounting to 3% of the total weekly sales. successful referral, (2) a weekly allowance of PHP2,500 for at least 10 active members with group sales of a minimum of PHP 100,000, and (3) following additional benefits: (1) a 5% referral income for every Furthermore, Bitprime Group grants its Team Leaders the

follows: The steps to invest in Bitprime were also posted on its FB page9, as

Step 5 Once approved, you will simply wait for your package to Step 2 After signing up, please select a payment method to deposit Step 6 Once matured, you can opt to withdraw or re-invest your Step 3 When depositing, make sure to submit valid receipts Step 4 After completing the deposit process, wait for the approval Step 1 Register and open an account in bprimeph.com funds mature of your investment investment

Annex "C" of the Motion. 9 Annex "C" of the Motion. PAGE THE DOCUMENTS ON RECORD CERTFIED TRUE COPY OF 5 SEC -- OGC (5 AGES

By

In the matter of: Bitprime,Bitprime Computer Software Trading and Ariane Estolonio-Bitprime Software Opc CEASE AND DESIST ORDER SEC CDO Case No.02-23-099 Page 6 of 15

To convince the public of the legitimacy of its business operations and to encourage investments, Bitprime Group uploaded a scanned document of its purported Business License and Mayor's Permit, and Barangay Clearance.10

the unauthorized sell/offer of unregistered securities, the EIPD submitted in evidence the Certifications issued by the Company In support of its allegation that the Bitprime Group is engaged in

Registration and Monitoring Department (CRMD), the Corporate Governance and Finance Department (CGFD), and the Markets and Securities Regulation Department (MSRD) of the Commission, which all showed that Bitprime Group has not been issued a license to operate as a broker/dealer, is not a registered issuer of mutual funds, ETFs and proprietary/non-proprietary shares, and has not registered any securities pursuant to Sections 8 and 12 of the Securities Regulation Code (SRC).11

informed the public that the Bitprime Group is engaged in the unauthorized sell/offer of unregistered securities, and warned them not to invest with the latter. On 26 January 2023, the Commission issued an Advisory12 which

jurisdiction which will not interfere with her business operations and that since transactions involving cryptocurrencies are decentralized, the same is not under the jurisdiction of any agency.13 Estolonio likewise claimed that she will register under a foreign continued with its unauthorized investment-taking and solicitation activities. In response to the Advisory, Ms. Estolonio assured the public that the same is a general/normal action of the Commission to all companies whose registration process has yet to be completed. Ms. Notwithstanding the issuance of the Advisory, Bitprime Group

Hence, the instant Motion.

ISSUE

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

12 https://www.sec.gov.ph/advisories-2022/bitprime-bitprime-computer-software-trading/; As 13 https://www.youtube.com/watch?v=s9H3oJyxvQ4 10 Annex "H" of the Motion. 11 Annex "E," "F" and "G," of the Motion, respectively. mentioned in Note 9 SEC -- OGC

THE DOCUMENTS ON RECORD CERTIFUED TRUE COPY OF

PAGE 15 AGES

3Y

In the matter of: Bitprime,Bitprime Computer Software Trading and Ariane Estolonio-Bitprime Software Opc CEASE AND DESIST ORDER SEC CDO Case No.02-23-099 Page 7 of 15

DISCUSSION

The Commission finds the instant Motion meritorious.

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

"SEC. 3. Definition of Terms.

making venture and evidenced by a certificate, contract, 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-

includes:

X X X

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

the 2015 Implementing Rules and Regulations of the SRC as follows: In particular, an "investment contract" is defined in Rule 26.3.5 of

the money or property of others on the promise of profits. 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 whenever a person seeks to use An investment contract means a contract, transaction or scheme (collectively "contract") whereby a person invests

more investors "pool" their resources, creating a more than a broker's commission."14 (Emphasis supplied) common enterprise, even if the promoter receives nothing A common enterprise is deemed created when two (2) or

not registered with the Commission in the form of an approved securities cannot be sold or offered within the Philippines if the same are registration statement and a permit to Offer/Sell issued in favor of the applicant, to wit: Relative thereto, Section 8 of the SRC categorically provides that

14 Rule 26.3.5 of the Implementing Rules and Regulations of the SRC. PAGE THE DOCUMENTS ON RECO&D CERTIFED FRUE CYOPYOR SEC --OGC 15 TAGB

BY

In the matter of: Bitprime,Bitprime Computer Software Trading and Ariane Estolonio-Bitprime Software Opc CEASE AND DESIST ORDER SEC CDO Case No.02-23-099 Page 8 of 15

"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. Xxx.'

The concept of an investment contract in the Philippines traces its

Commission v. W.J. Howey Co.15 where the Court defined an investment roots from the U.S. Supreme Court case Securities and Exchange

contract as 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.16

for the protection of the investing public, to wit: contracts as securities, the Supreme Court affirmed in the case of Power Homes Unlimited v. Securities and Exchange Commission17 (Power Homes Case) that the same are required to be registered with the Commission Consistent with and applying the statutory definition of investment

system." (Emphasis supplied) otherwise the SEC cannot protect the investing public securities is founded on the premise that the capital markets 8799, it must be registered with public respondent SEc. from fraudulent securities. The strict regulation of depend on the investing public's level of confidence in the "As an investment contract that is security under R.A. No.

the Howey Test in determining if the subject entity was engaged in the sale/offer of securities in the form of investment contracts, thus: In the Power Homes Case, the Supreme Court adopted and applied

investment contract under R.A. No. 8799. Our definition of an Supreme Court was confronted with the issue of whether the investment contract traces its roots from the 1946 United States (US) case of SEC v. W.J. Howey Co. In this case, the US "It behooves us to trace the history of the concept of an

15 328 U.S. 293, 66 S. Ct. 1100, 90 L. Ed. 1244, 163 A.L.R. 1043 (1946). the qualifier with "primarily", acknowledging that an investment contract may still be present where the individual who placed the money exerted a small amount of effort in an attempt to earn the profits. 16 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 17 Note 24, Supra.

CERTTFIRD TRUE COPY OR THE DOCUMENTS ON RECORD

e G

In the matter of: Bitprime,Bitprime Computer Software Trading and Ariane Estolonio-Bitprime Software Opc CEASE AND DESIST ORDER SEC CD0 Case No.02-23-099 Page 9 of 15

Howey transaction constituted an "investment contract' under the Securities Act's definition of "security." The US Supreme Court, recognizing that the term "investment contract" was not defined by the Act or illumined by any Ilegislative report, held that "Congress was using a term whose meaning had been crystallized" under the state's "blue 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 cover a wide range of investment transactions. It established a test to determine whether a transaction falls within the scope of an "investment contract." Known as the Howey Test, it

the Securities Act, regardless of whether its issuer was engaged in fraudulent practices."18 (Emphasis ours) person (1) makes an investment of money, (2) in a common enterprise, (3) with the expectation of profits, flexible rather than a static principle, one that is capable of adaptation to meet the countless and variable schemes the promise of profits." Needless to state, any investment contract covered by the Howey Test must be registered under requires a transaction, contract, or scheme whereby a Although the proponents must establish all four elements, the US Supreme Court stressed that the Howey Test "embodies a devised by those who seek the use of the money of others on (4) to be derived solely from the efforts of others.

control and manage the same for the purpose of deriving profits relinquishes control over his/her funds and allows other persons to therefrom. Thus, there is an investment in securities whenever an investor

SRC because it has no license to carry out the same. Our conclusion is in the instant case. the Commission agrees with the EIPD's finding and so holds that Bitprime Group is engaged in the sale and/or offer of unregistered securities in the supported by the fact that all the elements of the Howey Test are present form of investment contracts to the public in violation of Section 8 of the Based on the foregoing parameters, specifically the Howey Test.

First, the investment scheme of Bitprime Group involves or requires persons to investment money. In this regard, considering

18 Power Homes Unlimited Corp. v. Securities and Exchange Commission, G.R. No. 164182, February 26, 2008. CERTITIED TRUE COPY OF

THE DOCUMENTS ON RECORD

RAGE D 5 RAGES

In the matter of: Bitprime,Bitprime Computer Software Trading and Ariane Estolonio-Bitprime Software Opc CEASE AND DESIST ORDER SEC CDO Case No.02-23-099 Page 10 of 15

investors who actually purchased Bitprime Groups' investment plans and invested their money. that what is sought is the issuance of a CDO for the protection of the investing public, it is sufficient that the transaction requires the Estolonio's reference to her Team Leaders shows that there are public to invest money in the target entity: In the instant case, Ms.

Second, Bitprime Group's investment scheme involves the pooling of member-investors' money which are utilized to satisfy/pay the continued operation. This is the common enterprise which is being the public who believes that it is engaged in a legitimate crypto- guaranteed returns of existing investors and intended to ensure its sustained by the investments received by the Bitprime Group from mining business.

matter of fifteen (15) days. the investment plans they chose. Specifically, member-investors expect to receive as much as a 45% return on their investment in a Third, the member-investors expect guaranteed returns based on

assurance that after investors part with their money, all they need marketing/advertising materials of the Bitprime Group an implied to do is wait for the maturity date. Under this scheme, investors are promised to receive profit/return ranging from 20% to 50% without having to do anything. Team leaders, and other agents, who sustain extensive marketing activities, ensure the coming-in of new investors, the collection of investments and payment of returns. Thus, we find in the Lastly, the profits which member-investors expect to receive are generated by the efforts of the Bitprime Group, Ms. Estolonio, her

nature of a ponzi scheme which is likewise proscribed by law as the same constitutes a fraud upon the investing public, thus: Bitprime Group's unauthorized investment scheme partakes of the

perpetrators focus on attracting new money to make involves the payment of purported returns to existing invest funds in opportunities claimed to generate high returns with little or no risk. In many Ponzi schemes, the promised payments to earlier-stage investors to create the investors from funds contributed by new investors. Its organizers often solicit new investors by promising to "To be sure, Ponzi scheme is a type of investment fraud that h

AGE THE DOCUMENTS ON RECORD CERTIFEL TRUE COPYO o b AGR

In the matter of: Bitprime,Bitprime Computer Software Trading and Ariane Estolonio-Bitprime Software Opc SEC CDO Case No.02-23-099 CEASE AND DESIST ORDER Page 11 of 15

period of time because the operator needs an ever larger swindle is that the "con-man" collects his money from his second or third round of investors and then absconds before anyone else shows up to collect. xxx.".19 (Emphasis supplied) legitimate business. It is not an investment strategy but is an ever increasing number of new investors joining the scheme. It is difficult to sustain the scheme over a long pool of later investors to continue paying the promised profits to early investors. The idea behind this type of false appearance that investors are profiting from a a gullibility scheme, which works only as long as there

media platforms sans the requisite license. investment scheme involves a public offering of securities considering that its investment-taking activities are published online through social In addition, this Commission also finds that Bitprime Group's

the 2015 Implementing Rules and Regulations of the SRC as follows: Public offering of securities is defined under Rule 3.1.17 of

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

3.1.17.3 Advertisement or announcement in radio, television, information communication technology or any other forms of communication;"2o (Emphasis supplied) telephone, electronic X X X communications,

securities. This, again, constitutes a violation of Section 8 of the SRC. Facebook and Youtube, to publicly sell and/or offer its unregistered Group and its proponents are using their social media accounts i.e. In the instant case, the evidence clearly shows that the Bitprime

the necessity of conducting a hearing if, to its mind, the act or practice will 64.1 of the SRC provides that the Commission may issue a CD0 without Relative to the prayer of the EIPD for issuance of a CDO, Section

20 Rule 3.1.17 of the Implementing Rules and Regulations of the SRC. 19 People vs. Palmy Tibayan and Rico Z. Puerto (G.R. Nos. 209655-60, 14 January 2015):" -- OCic THE DOCUMENTS O CERTIFIED TRLE CXPY OP RECORE

G 5 PAGS

In the matter of: Bitprime,Bitprime Computer Software Trading. and Ariane Estolonio-Bitprime Software Opc CEASE AND DESIST ORDER SEC CD0 Case No.02-23-099 Page 12 of 15

irreparable injury or prejudice to the investing public, thus: operate as a fraud on investors or is otherwise likely to cause grave or

Commission, after "Section 64. Cease and Desist Order. - proper investigation 64.1. The 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

the investing public." (Emphasis supplied) to cause grave or irreparable injury or prejudice to operate as a fraud on investors or is otherwise likely

requisites that must be complied with for a valid issuance of a CDO: 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 is a finding that the act or practice, unless restrained,

cause grave or irreparable injury or prejudice to the investing will operate as a fraud on investors or is otherwise likely to public.21

investors a guaranteed return ranging from 20% to 50% in fifteen (15) stock is only One Hundred Thousand Pesos (P100,000.00). The same which showed the unauthorized investment-taking activities of the Bitprime Group warrants the issuance of a CDO because the same will operate as a fraud on investors or is likely to cause grave or irreparable injury or prejudice to the investing public, if not restrained. This finding is supported by the fact that in relation to AEBS, its authorized capital cannot simply sustain an investment scheme which promises its days. from the Commission's CRMD, MSRD and CGFD; Joint Investigator's affidavit on the business scheme of Bitprime Group; screenshots of Ms. Estolonio on the investment scheme of the Bitprime Group. More importantly, this Commission is convinced that evidence presented conducted an independent investigation which resulted in the gathering and presentation of evidence that supported its Motion, i.e. Certifications Facebook pages and Youtube videos showing the presentations made by In the instant case, the foregoing requisites were met. The EIPD

21 Securities and Exchange Commission vs. Performance Foreign Exchange Corporation;(G.R. No.154131, July 20, 2006) CERTIEIEDTRUE COPY O

THE DOCUMENTS O NRECOR

M

In the matter of: Bitprime,Bitprime Computer Software Trading. and Ariane Estolonio-Bitprime Software Opc CEASE AND DESIST ORDER SEC CD0 Case No.02-23-099 Page 13 of 15

Moreover, this Commission cannot overemphasize the fact borne

securities in the form of an investment contract constitutes fraud which should be promptly restrained for the protection of the investing public. This finds support in the case of Securities and Exchange Commission vs. CJH Development Corp.22 where the Supreme Court categorically held by the records that Bitprime Group's act of selling/offering unregistered

that:

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 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 law is clear on the point that a cease and desist order may be issued by the SEc motu proprio, it being cease and desist order that aims to curtail fraud or grave or irreparable injury to investors. There is good reason

and approved by the SEC and that prior to such sale, substance as the SEC may prescribe, shall be made available to each prospective buyer." (Emphasis supplied) The act of selling unregistered securities would the investing public by making it appear that information on the securities, in such form and with such necessarily operate as a fraud on investors as it deceives 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

salesmen, agents, uplines, influencers, enablers, conduits, subsidiaries, and any and all persons, claiming, acting, and operating for and in their behalf, are hereby ordered to IMMEDIATELY CEASE AND DESIST from engaging in the unlawful/unauthorized solicitation, offer and/or sale of Computer Software Trading, and Ariane Estolonio-Bitprime Software OPC, and their incorporators, operators, directors, officers, Nominee: Ms. Joanna Marie Cruz de Vera, and its representatives, including its Nominee: Ms. Mey Ann De Leon Araulan, and Alternate WHEREFORE, premises considered, Bitprime,Bitprime

22 (G.R. No. 210316, November 28, 2016) CERTFED TRUE COPY O SEC - OGC

THE DOCUMENTSO EO

AY3 3 5 PAOES

In the matter of: Bitprime,Bitprime Computer Software Trading and Ariane Estolonio-Bitprime Software Opc CEASE AND DESIST ORDER SEC CD0 Case No.02-23-099 Page 14 of 15

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

Bitprime, Bitprime Computer Software Trading, and Ariane

representatives, salesmen, agents, and any and all persons claiming and Estolonio-Bitprime Software OPc, its operators, directors, officers,

appropriate administrative and criminal action against any persons or this: Cease and Desist Order. The Commission will institute the entities found to act as solicitors, information providers, salesmen, acting for and in their behalf are likewise directed to CEASE their internet presence relating to the transactions and investment scheme covered by agents, brokers, dealers, or the like for and in their behalf

indirectly, under their custody, to ensure the preservation of the assets and its 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. personal, including bank deposits, if any, of which the named persons herein may have interest, claim or participation, whether directly or of the investors De Leon Araulan, and Alternate Nominee: Ms. Joanna Marie Cruz de Vera, or conveying in any manner, any and all assets, properties, real or OPC, its operators, directors, officers, including its Nominee: Ms. Mey Ann Computer Software Trading, and Ariane Estolonio-Bitprime Software Finally, the Commission hereby PROHIBITS Bitprime, Bitprime

and (b) cause the posting of this Order in the Commission's website. copy of this CDO to Bitprime, Bitprime Computer Software Trading, and Ariane Estolonio-Bitprime Software OPC, and their incorporators, operators, directors, and officers, including its Nominee: Ms. Mey Ann De Leon Araulan, and Alternate Nominee: Ms. Joanna Marie Cruz de Vera, The EIPD of the Commission is hereby DIRECTED to (a) serve a

incorporators, operators, directors, officers, including its Nominee: Ms. administrative proceedings against Bitprime, Bitprime Computer Software Trading, and Ariane Estolonio-Bitprime Software OPC, their de Vera, and impose the appropriate penalties, including revocation of Certificate of Incorporation, if warranted, and (b)- -submit-a-formal Mey Ann De Leon Araulan, and Alternate Nominee: Ms. Joanna Marie Cruz The EIPD is FURTHER DIRECTED to (a) initiate the appropriate

SEC --OGC

THBH CERTIFIED TRUE COPY OR UMENTS ONRECORD PAGE A Ik FAOES

In the matter of: Bitprime,Bitprime Computer Software Trading. and Ariane Estolonio-Bitprime Software Op CEASE AND DESIST ORDER SEC CD0 Case No.02-23-099 Page 15 of 15

compliance report, by way of pleading, to the Commission En Banc within ten (10) days from receipt of this Cease and Desist Order.

departments/offices of the Commission, the Bangko Sentral ng Pilipinas, the Department of Trade and Industry, the National Privacy Commission, and the Department of Information and Communications Technology for their information and appropriate action. Let a copy of this Order be furnished to all relevant operating

(5) days from receipt of this Order. Part II, Rule IV, Section 4-3 of the 2016 Rules of Procedure of the SEC, the Respondents may file a verified Motion to Lift the CD0 to the Commission En Banc thru the Office of the General Counsel, within five In accordance with the provisions of Section 64.3 of the SRC and

FAIL NOT UNDER PENALTY OF LAW.

SO ORDERED.

Makati City, Philippines.

MW EMILIO B. QUINO

Chairp rson

JAVEY Commissioner PAUL D. FRANCISCO K Commissioner WEF

KARIO S.BELLO Cor nissioner MCJ BRYANT T.FERNANDEZ Commissioner

SEC -- OGC

CERTIFIED TRUE COPY OF THB DOCUMENTS ON RECORE

PAGE 5 5 PAGR

Dae ONXO Papun piad S :kg pauuA

Ill iueasn (erueptuon nas NOAADOO AaS VK

o Buurerd'se tottrtnttn ttts Wbo 10 Kpors --20 S Naaah Jo lutststiOs qC5 33S A 303.0 bu oouo om yo rononpord xoox oouo ar onn e sI8uo3oroy on UIXa} AAJI

ANA

NRIRROAROHNDRR ND SOOOOR SNDAY PAN LOSL SPEAYAOAVAHOAS E2oZ H32vW E KD IyeW TRIg SUAopaDtS Phuddrd tr Jo phqudy

Want an analysis of this document?

Ask ASG Legal AI to summarize it, compare it with other rulings, or explain how it applies to your situation — it researches from this same library.