IMMENSITY TECHNOLOGY, INC. / SAGA AI

Securities and Exchange Commission CoMMiSSion en banc Republic of the Philippines Department of Financ

IMMENSITY TECHNOLOGY, INC./ SAGA AI IN THE MATTER OF:

SEC CD0 CASE NO. 11-22-095 Promulgated: 29 November 2022

ENFORCEMENT AND INVESTOR PROTECTION DEPARTMENT, Movant.

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CEASE AND DESIST ORDER

subsidiaries claiming and acting for and in its behalf (collectively referred to as the "Agents") to immediately cease and desist from further engaging and/or any activities related thereto until the requisite registration SANTIAGO, BRENDEL FERIA MACADANGDANG and SAMSON AGPASA TRINIDAD (incorporators), and all persons, conduit entities and in the sale or offer of securities in the form of investment contracts, statement is duly filed with and approved by the Securities and Exchange Commission (the "Commission") and the corresponding license to offer/sell securities is issued; TECHNOLOGY INC. / SAGA AI, together with RODARA CRUZ TAFALLA ROMULO DELOS SANTOS GALLATO BRENDEL FERIA MACADANGDANG and SAMSON AGPASA TRINIDAD (incorporators), and their Department (EIPD), praying that an order be issued: (a) directing IMMENSITY TECHNOLOGY INC./ SAGA AI, together with RODARA CRUZ TAFALLA, ROMULO DELOS SANTOS GALLATO JR., ALDEN CELIZ (the "Motion") filed by the Enforcement and Investor Protection This resolves the Motion for Issuance of A Cease and Desist Orderi Agents and JR., ALDEN CELIZ SANTIAGO rom (b) prohibiting IMMENSITY transacting any . and all businesses involving the funds n depository banks, and from transferring, disposing, or conveying v other manner. any and all

which the named persons herein may have any assets, properties, real or personal, l, including bank-deposits, if any- of interest, claim Gor

1 Filed on 14 November 2022 THE DOCUMENTS ON RECORD L21 TRUE COPYOF

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In the Matter of: Immensity Technology, Inc./ SAGA AI SEC CD0 Case No. 11-22-095 CEASE AND DESIST ORDER Page 2 of 13

ensure the preservation of assets for the benefit of the investors without authority from the Commission. participation whatsoever, whether directly or indirectly, under their custody, to prevent grave damage and prejudice to all concerned and to

RELEVANT FACTS

principal office is Unit AB 20/F Rufino Pacific Tower 6784 Ayala Ave. cor. Incorporation with Company Registration No. CS201953317. Its Rufino San Lorenzo, City of Makati, Fourth District, NCR Philippines 1229.2 existing under Philippine laws, having been issued a Certificate of IMMENSITY TECHNOLOGY INC. is a corporation duly organized and

TECHNOLOGY INC. which embodies its primary purpose specifically contains a provision prohibiting it from soliciting, accepting, or taking investments, to wit: Article SECOND of the Articles of Incorporation (AOI) of IMMENSITY

incorporated: "That the primary purpose for which such corporation is

nietworks and systems technology development, technical sale of products, computer software, hardware wholesale, activities and telecommunication business. To engage in research, development of computer software, and technical services production for products, information systems management, reconstruction, and backup services, network information and data systems and technical advice, providing development, installation, technical advice; production for without engaging in financial leasing nor acting as internet service provider, subject to the provisions of the Data Privacy Act of 2012 (R.A. 10173) and without engaging in mass media internet technologies and advice and technical services, computer systems integration products production computercommunications for maintenance

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

SEC -OGC

2 Articie THIRD of the Articles of Incorporation PAGEV THE DOCUMENTS ON RECORD CERTIFIED TRUE COPY QF PAGES

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In the Matter of.: Immensity Technology, Inc./ SAGA A SEC CD0 Case No. 11-22-095 CEASE AND DESIST ORDER Page 3 of 13

inquiries, reports, inquiries and complaints3 regarding the alleged formal investigation on the business operations and activities of the solicitation and TECHNOLOGY INC. / SAGA AI, which prompted the EIPD to conduct a company for possible violations of the Securities Regulation Code (SRC), and regulations enforced by the Commission. Revised Corporation Code of the Philippines and such other laws, rules Beginning in August 2022, the EIPD started receiving numerous investment-takingactivities of IMMENSITY

is not holding an office therein. The investigating team inquired with the as the security personnel of the building, where they got confirmation INC./SAGA has occupied the office space specified in the AOI of the survey of the principal office of IMMENSITY TECHNOLOGY INC./SAGA Al and found out that the corporation is not a tenant of the building and that no such company with the name IMMENSITY TECHNOLOGY neighboring occupants on the 20th Floor of Rufino Pacific Tower, as well corporation. On 5 September 2022, the EIPD investigating team made an ocular

team was able to access the office where they found the signage bearing at that time, was devoid of occupants.4 1126 Sen: Gil J. Puyat Avenue, Makati, Metro Manila. The investigating the name of SAGA AI, and proceeded to take pictures of the office which, IMMENSITY TECHNOLOGY INC. which they found from the SAGA AI Group Chat in WhatsApp ie. 15F Pacific Star Building, Makati Avenue, On the same date, the investigating team visited another address of

relating to the operations of IMMENSITY TECHNOLOGY INC. / SAGA AI available on the internet and social media platforms, which confirmed the allegations in the complaints that the corporation is engaged in unauthorized investment-taking activities.5 The evidence gathered by the EIPD shoWed that IMMENSITY TECHNOLOGY INC. is operating and maintain a mobile application called the SAGA AI that can be downloaded into GOOGLE PLAYSTORE and The EIPD surveyed, collected, and gathered all relevant information APP STORE fAPPLE),which can capture and provide information X T currency price difference between major xAhF enable traders to make a quick profit. IMMENSITY SAGA AI's capability of quickly rac exchanges facilitates tne sell high trade scheme which individu IMMENSIT TECHNOLOGY INC. also claims that it is only through SAGA AI which

4 Ibid. Annex "D" 5 Ibid. Annexes "E-1" and "F" 3 Motion, Annex "E TAE DOCUMENTS OM REEORU CERTIFIED TRUE COPY CS SEC --OGC

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In the Matter of: Im Technology, Inc./ SAGA AI

CEASE AND DESIST ORDER SEC CD0 Case No.11-22-095 Page 4 of 13

makes possible the theoretical trading principle of "buy. at a low price" investment. and "sell at a high price", that investors can make an intelligent

risk, with high returns. by enticing the public to make an investment ranging from Php1,650.00 also gives a 12% commission per day to its primary agents, a 6% to Php110,000.00, with guaranteed monthly earnings ranging from SAGA AI robot they will choose to rent. IMMENSITY TECHNOLOGY INC commission per day to its secondary agents, and a 3% commission per that the investment opportunities that it is offering to the public are low Php660.00 up to Php61,710.00, depending on the number and kind of day for level 3 agents. IMMENSITY TECHNOLOGY INC. / SAGA AI claims of selling unregistered securities in the form of an investmecontractsact The investment scheme of IMMENSITY TECHNOLOGY INC. consists

members which will be left holding on to an empty bag. investors; this scheme is designed mainly to favor its operators, top recruiters and/or prior risk takers, but is detrimental to subsequent / SAGA AI's investment scheme is basically a "Ponzi Scheme" which relies mainly on incoming investments to fund its operations and pay earlier The EIPD alleged in the Motion that IMMENSITY TECHNOLOGY INC.

secondary license to operate as a broker/dealer of securities, and is not a the SRC, or of mutual funds, including exchange traded funds, Monitoring Department (CRMD), the Corporate Governance and Finance IMMENSITY TECHNOLOGY INC. / SAGA AI has not been issued a registered issuer of any securities pursuant to Sections 8 and 12 of membership certificates, and time shares.6 SAGA AI has no license to sell/offer securities, the EIPD presented in evidence the Certifications issued by the Company Registration and Department (CGFD) and the Markets and Securities Regulation Department (MSRD) of the Commission which confirmed that In support of its allegation that IMMENSITY TECHNOLOGY INC. /

ISSUE

evidence presented by the EIPD. IMMENSITY TECHNOLOGY INC. / SAGA AI is warranted based on the Whether the issuance of a Cease and Desist Order (CDO) against

SEC -OGC

6 Ibid. Annexes "G" "H" and "I" PAGE THE DOCUMENTS ON RECORD CERTHFJED TRUE COP*O1 13 PAGT

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In the Matter of: Imm isity Technology, Inc./ SAGA AI CEASE AND DESIST ORDER SEC CD0 Case No. 11-22-095 Page 5 of 13

RULING

The Motion is impressed with merit.

sufficiently established that IMMENSITY TECHNOLOGY INC. / SAGA AI is The EPD's Motion which is supported by substantial evidence

the public without the requisite license from the Commission. offering and/or selling securities in the form of investment contracts to

that it has no authority to solicit or accept investments from the public. IMMENSITY TECHNOLOGY INC. as stated in its AoI, specifically provides This is categorically spelled out in the following phrase of ARTICLE SECOND of its AOI, to wit: At the outset, the Commission notes that the primary purpose of

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

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

"SEC. 3. Definition of Terms. -

interests in a corporation or in a commercial enterprise or profit-making venture and evidenced by a certificate, 3.1. "Securities" are shares, participation or

character. It includes: contract, instrument, whether written or electronic in

XXX

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

follows: Moreover, an "investment contract" is defined as

money in a common enterprise and is led to expect profits primarily from the efforts of others. It is presumed to exist whenever a person seeks to use the"money or transaction or scheme whereby a person invests his property of others on the promise of profits. "An investment contract means a contract, PAGE TEE DOCUMENTS ON RECORD CERTIFIEDTRUE COPYON SEC - OGC 3 TAGES

In the Matter of: Imme isity Technology, Inc./ SAGA AI SEC CD0 Case No. 11-22-095 CEASE AND DESIST ORDER Page 6 of 13

common enterprise, even if the promoter receives nothing (2) or more investors "pool" their.resources, creating a more than a broker's commission."7 (Emphasis supplied) A common enterprise is deemed created when two

be sold or offered for sale within the Philippines if the same are not 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: Section 8.1 of the SRC categorically provides that securities cannot

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

securities that are required to be registered with the Commission for the protection of the investing public, to wit: Commission,8 the Supreme Court ruled that investment contracts are In the case of Power Homes Unlimited v. Securities and Exchange

8799, it must be registered with public respondent SEC. fraudulent securities. The 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." (Underscoring supplied) "As an investment contract that is security under R.A. No. otherwise the SEC cannot protect the investing public from

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 and adopted in various situations where individuals were led to invest American origin. It traces its roots from the Us Supreme Court case entitled Securities and Exchange Commission v. W.J. Howey Co.9 where the Court stated that an investment contract is a transaction, contract, or solely from the efforts of others. Investment contracts have been used The concept of an investment contract in the Philippines is of

SECOGC

9 328 U.S. 293, 66 S. Ct. 1100, 90 L. Ed. 1244, 163 A.L.R. 1043 (1946). 7 Rule 26.3.5 of the Implementing Rules and Regulations of the SRC. 8 Note 24, Supra PAGE THE DOCUMENTS ON REEGRB CERTIFIED TRUE COPY GE 846

In the Matter of:Immensity Technology Inc./ SAGA A SEC CD0 CaSe No. 11-22-095 CEASE AND DESIST ORDER Page 7 of 13

themselves.10 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

used in Power Homes Unlimited Corporation v, Securities and Exchange Commission, must be proved to be (1) an investment of money; (2) in a efforts of others. Under this definition, whenever an investor relinquishes Commission,11 where the Supreme Court ruled that an investment contract in our jurisdiction, to be a security subject to regulation by the common enterprise; (3) with expectation of profits, (4) primarily from This concept of investment contract was thereafter adopted and

security.12 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 a

IMMENSITY TECHNOLOGY INC./ SAGA AI is engaged in the unauthorized same. The foregoing is further supported by the fact that the elements of the Howey Test are present in the instant case: sale and/or offer of securities in the form of an investment contract in violation of Section 8 of the RCC because it has no license to carry out the Based on the foregoing, the Commission finds and so holds that

First, there is an investment of money. IMMENSITY TECHNOLOGY INC. / SAGA AI entices the public to invest money as a condition precedent for the use of the SAGA AI

the same, the investment is guaranteed to earn monthly where they can make intelligent investments. In addition to

commissions. income ranging from Php660.00 up to Php61,710.00, and

involves the pooling of money/funds consisting of the Second, the EIPD was able to show that the investment member-investors' investments which is used to pay the scheme of IMMENSITY TECHNOLOGY INC. / SAGA AI guaranteed returns of existing member-investors and

temporarily, of the corporation. This is the common received by IMMENSITY TECHNOLOGY INC./ SAGA AI from enterprise that is being sustained by the investments intended to ensure the continued operation albeit

10 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 SRCreplaced 12 Investment Co. Institute v. Camp, 274 F. Supp. 624 (D. D.C. 1967). 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. 11 G.R. No. 164182, 26 February 2008 THE DOCUMERS ON RECORD EERTIFED TRUE COIY OF

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guaranteed returns and other benefits; the public who believes that they will timely receive their

Third, the evidence on record shows that member-investors

month from the time they invested with the corporation; and obviously expect to receive the profits within a period of one

Fourth, there is a promise of a guaranteed return or passive income per month. The members/investors need not do

month period to end. anything to receive these guaranteed returns all they have to do is part with their initial investments and wait for the five-

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

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

purchaser." (Emphasis and underscoring supplied)

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

"3.1.17. Public offering is any offering of securities to the public or to anyone, 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:

X X X

forms of communication;"13 (Emphasis supplied) 3.1.17.3 Advertisement or announcement in radio, information communication technology or any other television, telephone, electronic communications,

TECHNOLOGY INC. / SAGA AI is offering unregistered securities-inthe 13 Rule 3.1.17 of the Implementing Rules and Regulations of the SRC. In the instant case, the evidence on record showS that IMMENSITy FAGE THE DOCUMENTS ON RECORD EE X TRUE COFYOF PAGES

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form of investment contracts to the investing public through its website and social media platforms, i.e., Facebook, without the requisite license.

Rule 3.1.17; thus, requires a registration statement duly approved by the IRR. Commission before the same can be lawfully undertaken. Considering that BEASTNESSALLDAY CORP. has not secured a license from the Commission, its act of offering securities to the public thus constitutes a clear violation of Section 8 of the SRC in relation to Rule 3.1.17 of the SRC The foregoing constitutes a public offering as defined under SRc

necessity of conducting 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 the SRC provides that the Commission may issue a CDO without the irreparable injury or prejudice to the investing public, thus: Finally, relative to the issuance of a CD0, Section 64.1 of

proprio or upon verified complaint by any aggrieved Commission, after proper investigation or verification, motu "Section : 64. Cease and Desist Order. - party,may issue a cease and desist order without the 64.1. The

irreparable injury or prejudice to the investing public." practice, unless restrained, will operate as a fraud on investors or is otherwise likely to cause grave or (Emphasis supplied) necessity of a prior hearing if in its judgment the act or

be validly issued: requisites that must be complied with before a cease and desist order can Under the afore-quoted provision, there are two (2) essential

1) There must be a conduct of proper investigation or verification; and

2) There must be a finding that the act or practice unless likely to cause grave or irreparable injury or prejudice to the restrained, will operate as a fraud on investors or is otherwise investing public.14

prescribed by law which will justify the valid issuance of a CDO finds and so holds that the EIPD fully complied with the requirements After a careful review of the records of the case, the Commission

14 Securities and Exchange Commission vs. Performance Foreign Exchange Corporation,G:R.No. 154131,PY Of July 20, 2006. PAGE 0 UMENTS ON RECORE SEC.- OGC

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conducted a formal investigation and presented sufficient evidence in support of its Motion showing the unauthorized investment activities of Certifications from the CRMD, CGFD, and MSRD, and the Affidavit of the EIPD investigating officer stating how the investigation was conducted and the pieces of evidence gathered in the course thereof. IMMENSITY TECHNOLOGY INC. / SAGA AI. The EIPD presented Anent the first requisite, the records disclose that the EIPD

securities in the form of investment contracts, when no such authority was ever issued to it. TECHNOLOGY INC. / SAGA AI's willful employment of fraud by making it appear to the public that it is authorized to sell, offer, and deal with The second requisite is likewise present as shown by IMMENSITY

irreparable injury to the investing public, thus: unregistered securities operates as a fraud to the public which, if the investing public.15 This finds support in the case of Securities and Court emphasized the need for prompt issuance of a CDO after a finding INC. / SAGA AI's business model which is heavy on technology and promises high return on investments is not sustainable, and can only be unrestrained, will likely cause grave or irreparable injury or prejudice to of a violation of the SRC that will likely defraud or cause grave or TECHNOLOGY INC. / SAGA AI's authorized capital stock is only fraudulent scheme which will likely cause grave or irreparable injury or prejudice to the investing public. Thus, We hold that the act of Exchange Commission vs. CJH Development Corp.16 where the Supreme P1,000,000.00, where only 25% of the subscribed shares have been paid. Given this factual circumstance, it is clear that IMMENSITY TECHNOLOGY carried out. as long as new investors continue to come in. This is a IMMENSITYTECHNOLOGYINC. The Commission takes cognizance of the fact that IMMENSITY SAGA AI. in selling/offering

"The law is clear on the point that a cease and desist to the public that the SEC is obliged to protect order may be issued by the SEC motu proprio, it being unnecessary that it results from a verified complaint from an whenever the Commission finds it appropriate to issue a cease and desist order that aims to curtail fraud or grave for this provision, as any delay in the restraint of acts that yield such results can only generate further injury aggrieved party. A prior hearing is also not required or irreparable injury to investors. There is good reason

SEC --OGC 15 Section 64 of the Securities Regulation Code. 16 (G.R. No. 210316, November 28, 2016) PAGE THE DOCUMENTS ON RECORD CERTIFIED TRUE COPY OE 0 N A

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the investing public by making it appear that The act of selling unregistered securities would necessarily operate as a fraud on investors as it deceives Section 8.1 of the SRC clearly states that securities shall not be sold or offered for sale or distribution within the respondents have authority to deal on such securities. Philippines without a registration statement duly filed with

to each prospective buyer." (Emphasis supplied) information on the securities, in such form and with such substance as the SEC may prescribe, shall be made available and approved by the SEC and that prior to such sale,

and so holds that the issuance of a CDO is warranted and is in order. On the basis of the foregoing disquisitions, this Commission finds

until the requisite registration statement is duly filed with and approved by the Commission. IMMEDIATELY CEASE AND DESIST from engaging in the form of investment contracts and/or any other similar or related acts. claiming and acting for and in its behalf, are hereby ordered to unlawful/unauthorized solicitation, offer and/or sale of securities in the TECHNOLOGY INC. / SAGA AI, together With RODARA CRUZ TAFALLA, ROMULO DELOS SANTOS GALLATO JR., ALDEN CELIZ SANTIAGO BRENDEL FERIA MACADANGDANG and SAMSON AGPASA TRINIDAD (incorporators), and all persons, conduit entities and subsidiaries WHEREFORE, premises considered, directing IMMENSITY

to act as solicitors, information providers, salesmen, agents, brokers, mentors, enablers, influencers, assigns, conduit entities, subsidiaries, and dealers, or the like for and in their behalf. RODARA CRUZ TAFALLA, ROMULO DELOS SANTOS GALLATO JR., SAMSON AGPASA TRINIDAD, its officers, operators, administrators, promoters, representatives, salesmen, agents, investment team planners any and all persons claiming and/or acting for and in their behalf are likewise directed to immediately CEASE their internet presence relating to the transactions and investment scheme covered by this Cease and Desist Order. The Commission will institute the appropriate administrative and criminal action against any persons or entities found ALDEN CELIZ SANTIAGO, BRENDEL FERIA MACADANGDANG, and IMMENSITY TECHNOLOGY INC. / SAGA AI, together with

salesmen, agents," investment team "planners, mentorstrenablerstoryor its officers, operators, administrators, promoters, representatives, conduit entities, and subsidiaries claiming and acting for and in its behalf, Finally, the Commission hereby PROHIBITS and all persons, N RECORE

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persons claiming and/or acting for and in their behalf from transacting any business involving the funds in its depository banks and/or in any non-bank financial institution, and from transferring, disposing, or including bank deposits, if any, of which the named persons herein may have interest, claim or participation, whether directly or indirectly, under influencers, assigns, conduit entities, subsidiaries, and any and all conveying in any manner, any and all assets, properties, real or personal,

their custody, to ensure the preservation of the assets of the investors.

The EIPD of the Commission is hereby DIRECTED to:

1) SerVe this Cease and Desist Order to IMMENSITY TECHNOLOGY Treasurer, or In-House Counsel; or if impracticable;17 INC., its President, General Manager, Corporate Secretary,

2) Cause the posting of this Cease and Desist Order on the Commission's website.

report, by way of pleading, to the Commission En Banc WITHIN TEN (10) DAYS from receipt of this Cease and Desist Order. The EIPD is FURTHER DIRECTED to submit a formal compliance

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

government unit(s) for their information and appropriate action.

En Banc thru the Office of the General Counsel, within five (5) days from receipt of this Order. 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 In accordance with the provisions of Section 64.3 of the SRC and

FAIL NOT UNDER PENALTY OF LAW SEC-OGC

SO ORDERED. THE DOCUMENTS ON RECORD CERTIFIED TRUE COPY O

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17 Due to Declaration of State of Public Health Emergency throughout the Philippines as declared by President Rodrigo Duterte inder Presidential Proclamation No. 922. S. 2020 dated 8 March 2020.

In the Matter of: Immensity Technology, Inc./ SAGA AI SEC CDO Case No. 11-22-095 CEASE AND DESIST ORDER Page 13 of 13

Makati City, Philippines

EMILIO B.AQUINO Chairperson

JAVEY#PAUL D. FRANCISCO Commissioner KELVIN LESTER K."LEE Commissioner

KARLG S BELLO Commissioner MCJIA BRYANT T.FERNANDEZ Commissioner

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