ASTRAZION NOBLE TASK COMMUNITY FOUNDATION, ASTRAZION GLOBAL HOLDINGS PHILIPPINES, INC., and ASTRAZION INTERNATION

Securities and Exchange Commission Republic of the Philippines Department of Finance COMMISSION EN BANC IN THE MATTER OF: COMMUNITY ASTRAZION NOBLE FOUNDATION, TASK INC. ASTRAZION HOLDINGS and PHILIPPINES, ASTRAZION GLOBAL INTERNATIONAL SEC CDO Case No. 05-22-090 INVESTOR DEPARTMENT (EIPD), ENFORCEMENT PROTECTION Movant. AND -X CEASE AND DESIST ORDER Reyes, Esther M. Weigand, and Carol Joy Balbuena Visperas, and their Christopher "Toffy" Dimaguila), conduits, subsidiaries; and any and all persons, claiming and/or acting for and in their behalf (collectively referred to as the "Agents"), to immediately cease and desist from selling and/or offering unregistered securities until the requisite registration statements are duly filed prohibiting the Astrazion Group, their incorporators, operators, directors, of its properties and/or assets without the prior written authority from the Commission. Napoleon Dela Cruz Visperas, Remus Pedroso Salgado, Joan Ganancial, Rolando Candelario Oso, Francisco Gadayan Baladjay, Jr., Pierre Martin D. representatives, salesmen, agents, uplines, influencers, enablers, (including with and approved by the Securities and Exchange Commission (the "Commission") and the permits to offer/sell securities are issued; and (b) officers and Agents from selling, encumbering, conveying, or disposing any (EIPD) on 2 May 2022 praying that an order be issued (a) directing Astrazion Noble Task Community Foundation, Astrazion Global Holdings Philippines, Inc., and Astrazion International (collectively referred to as the "Astrazion Group"), their incorporators, operators, directors and officers namely: "Motion") filed by the Enforcement and Investor Protection Department This resolves the Motion for Issuance of a Cease and Desist Order (the PARTIES tasked, among others, to investigate motu proprio or upon complaint or referral, violations of laws, rules and regulations administered, implemented Movant , EIPD is one of the Commission's operating departments SEC. OGC CERTIFIED TKUE COPY OF THE DOCUMENTS ON RECORD PAGE PAGES In the Matter of: Astrazion Noble Task Community Foundation, Astrazion Global Holdings Philippines, Inc., and Astrazion International SEC CDO Case No. 05-22-090 Cease and Desist Order Page 2 of 14 or issued by the Commission, and to seek the issuance of a Cease and Desist Order (CDO) whenever warranted by the circumstance. Astrazion Noble Task Community Foundation (Astrazion Foundation) and Astrazion Global Holdings Philippines, Inc. (Astrazion Global) are entities registered with the Commission. of Incorporation, The primary purpose of Astrazion Foundation, as stated in its Articles opportunities for people in need to improve the quality of their lives the integral human development of the people who are poor and marginalized, especially the urban poor in order to alleviate their cause through trainings, education and formation programs; 3.) To provide Sustainable Development and Sustainable Living Practices; 2.) To promote "1.) To socially prepare partner beneficiaries in accordance to through efficient and effective management of resources; 4.) To provide foundation and attainment of its purposes; 5.) To do such other things as assistance/financial aid, technical or in kind for the maintenance of the are necessary for the accomplishment of its objectives. and accept grants, contributions, donations, and other forms of investments/placements from the public neither shall it issue investment contracts. Provided that the corporation shall not solicit, accept or take directors/trustees of Astrazion Foundation are as follows: The names, nationalities, and addresses of the incorporators and Jonnie Gaylan Ganancial FRANCISCO GADAYANFilipino NAPOLEON REMUS SALGADO CANDELARIO OSO BALADJAY, JR. CRUZ VISPERAS ROLANDO Name PEDROSO DELAT Filipino Filipino Filipino Filipino Citizenship (Western Visayas) Visayas) San Isidro, Cagay, Roxas City (Capital), Capiz, Blk 3, Lot 8, Savannah Crest, VI (Western Visayas) Aparicio, Ibajay, Aklan, Region VI (Western Visayas) Poblacion Antique, 6060, 6th Street Lawaan Village, Abilay Norte, Oton, Iloilo, Region Jaro, (Capital),Iloilo, (Western Visayas) Balantang. Region Residence (Centro), VI Region Iloilo City Region (Western Laua-an. V V On the other hand, the primary purpose of Astrazion Global as stated in 1 SEC Office Order No. 512, series of 2013. SE( O THE DOCUMENTS ON RECORD CERTHFIED TRUE COPY OP ACE E In the Matter of: Astrazion Noble Task Community Foundation, Astrazion Global Holdings Philippines, Inc., and Astrazion International " SEC CDO Case No. 05-22-090] Cease and Desist Order Page 3 of 14 its Articles of Incorporation, is: "To invest in, hold, own, purchase, acquire, lease, contract, operate, ..improve, develop, manage, grant, sell, exchange, or otherwise dispose of real and personal property of every kind and description and wherever situated and as to the extent provided by law, including shares of stock, bonds, debentures, notes, evidence of indebtedness, and other securities or obligations of any corporation or corporations, associations, domestic or foreign , where necessary or appropriate, and to pay therefor in money or by exchanging therefor stocks, bonds, or other evidences of indebtedness or securities of this or any other corporation, and while the owner or holder of any such real or personal property, stocks, bonds, debentures, contracts, or obligations, to receive, collect, and dispose of the interest, dividends, and income arising from such property; and to possess and exercise in respect thereof all the rights, powers, and privileges of ownership, including all voting powers of any stock so owned; and to act as managers or managing agents of persons, firms, associations, corporations. partnerships, and other entities; to provide management, investment, and technical advise from enterprises; and to undertake, carry on, assist or participate in the promotion , organization, management, liquidation, or reorganization of corporations, partnerships and other entities. commercial, industrial and other kinds of investment contracts." Provided that the corporation shall not solicit, accept or take investments/placements from the public neither shall it issue directors of Astrazion Global are as follows: The names, nationalities, and addresses of the incorporators and CAROL JOY BALBUENA REYES ESTHER M. WEIGAND CRUZ VISPERAS REMUS PIERRE NAPOLEON VISPERAS SALGADO Name MARTIN PEDROSO DELA D.I Filipino Filipino Filipino Filipino Filipino Citizenship 6060, 6th Street Lawaan 6060, 6th Street Lawaan Visayas) Iloilo City (Capital), Iloilo, Visayas) Bangkal, City of Makati (NCR) Village. Iloilo City (Capital), Iloilo, Region Blk 3, Lot 8, Savannah Crest, Abilay Norte, Oton, Visayas) S+ Unit 602, Makati Prime Tower Suites, San Antonio, City of Makati (NCR) Region Village, Iloilo, Region VI"(Western 2607 Bonifacio Residence Jaro. Jaro, V V Balantang. Balantang. OK (Western (Western Street. PAGE THE DOCUMENTS QN CERTIFIFD TRUE COPY ON 2 N RECORD PAGES E Y Astrazion Global Holdings Philippines, Inc., and Astrazion International In the Matter of: Astrazion Noble Task Community Foundation SEC CDO Case No. 05-22-090 Cease and Desist Order Page 4 of 14 Astrazion International is not registered with the Commission, either as a corporation or partnership. It has no secondary license to solicit investments from the public. RELEVANT FACTS Acting on the numerous complaints, reports, and inquiries which the EIPD started receiving sometime in 2021 on the alleged unauthorized investment-taking activities of the Astrazion Group, the EIPD conducted a formal investigation2 on the business operations of the Astrazion 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, the EIPD concluded and confirmed that the it actively promotes, offers and sells its digital currency called "AZNT Astrazion Group is operating an online multi-level marketing platform where Token". The Astrazion Group is proactively inviting and enticing the public to invest and earn passive income by purchasing AZNT Tokens which it improved lifestyle with the acquisition of a new house, a new car, to go on Filipino people by providing them an opportunity to have an unlimited source of income, the chance to gain lucrative returns and the opportunity to live an vacation trips and to become rich.5 claimed to have been created for the purpose of changing the lives of the (Mr. Visperas), the Chairman and President of the Astrazion Group, before their members to the highest point of their prospective investors in Panay island, which was uploaded on YouTube, he informed his audience and the public that the Astrazion Group will bring all this is what the words "Astra" In the public presentation conducted by Napoleon Dela Cruz Visperas (star stars/dreams of becoming rich, as the highest point) stand for. to achieve its goal of makin Mr. Visperas emphasized in his that to enable Astrazion Group nt membershin which at that time stood at 2,700 shou so that they can attain Level where they will be sellins T conduct Pre-ICO and ICO e the same to 10.000 The conduct of Pre. ICO and ICO will mark the FF101 f the business of Astrazior Group. Mr. Visperas ICO, the AZNT Tokens will be reg. Coin Market Cap (CNC) and will be traded in Binance where its value is als istered and listed as a cryptocurrency at ind the public that after the 3 Republic Act No. 8799 2 Annex "C" of the Motion. 4 Republic Act No. 11232 5 Annex "C-1" of the Motion. "ERTIFIFDTRUE COPY t QG + N RECORD In the Matter of: Astrazion Noble Task Community Foundation, Astrazion Global Holdings Philippines, Inc., and Astrazion International SEC CDO Case No. 05-22-090 Cease and Desist Order Page 5 of 14 projected to be $10.00 from its current value of $0.10cents. Mr. Visperas finally instructed their members to get a Binance account as payouts will be made using the USD currency starting July 1, 2021. In relation to the investment scheme that Astrazion Group is allegedly offering and peddling to the public, the EIPD presented evidence showing that even prior to the conduct of the planned Pre-ICO and ICO, Astrazion Group was already offering/selling AZNT Tokens at $0.10/token where investors were promised to receive a guaranteed return of three percent (3%) daily interest. To entice the public into investing with Astrazion Group, the latter has made available in its website and social media accounts the seven (7) packages that are being offered which provides the amount of the guaranteed return applying 3% daily interest after 100 days, as follows: Double Platinum$10,000 Bronze Silver Starter Gold Platinum Diamond Package $100 $500 $1,000 $3,000 $30 $5,000 Value (USD) 100 Days 100 Days 100 Days 100 Days 100 Days 100 Days 100 Days Duration $30,000 $300 $900 $1,500 $3,000 $9,000 $15,000 Earning Total AZNT Tokens at Pre-ICO price of $0.10 for $1.000.00, will earn $100.000.00 Under the foregoing table, an investor who buys 10,000 pieces of 0r 1000% within a period of 1 to 2 years. direct referral income distribution amounting to 10% of the total amount paid by the downline and binary income earnings. All of the accounts and earnings of investors will be processed and accessible through their respective online dashboard accounts, and payouts will be released through Coins.Ph application cellphone program. 7 The Astrazion Group also promises investors a residual income and posts in their Facebook page, "Astrazion -- AZNT Crypto Token", and their by the screenshots of the online videos posted on youtube.com, as well as announcements found in their website, https://prada.astrazion.net, which Were submitted in evidence. investment-taking activities of Astrazion Group were being carried out online The EIPD also substantiated its allegation that the unauthorized * Annex "C-1" of the Motion. 7 Annex "C-1" of the Motion EDC CERTIEIED TRUE COPY OR SEg UME s O RECORD r D Astrazion Global Holdings Philippines, Inc., and Astrazion International In the Matter of: Astrazion Noble Task Community Foundation. SEC CDO Case No. 05-22-090 Cease and Desist Order Page 6 of 14 In support of its allegation that Astrazion Global and Astrazion Foundation have no license to sell/offer securities, the EIPD presented in evidence the Certifications issued by the Company Registration and Monitoring Department (CRMD), the Corporate Governance and Finance Department (CGFD) and the Markets and Securities Regulation Department (MSRD) of the Commission which confirmed that Astrazion Global and Astrazion Foundation has not been issued a secondary license to operate as a broker/dealer of securities, and is not a registered issuer of any securities pursuant to Sections 8 and 12 of the SRC, or of mutual funds, including exchange traded funds, membership certificates, and time shares.8 Moreover, the CRMD also certified that Astrazion International is not registered with the Commission as a corporation, partnership, or one person corporation.9 On 3 February 2022, the Commission issued an Advisory1 informing Group and/or similar entities that are engaged in the sale/offer of investment contracts without the requisite license from the Commission. and warning the public not to invest or stop investing with the Astrazion the Astrazion Global and Astrazion Foundation, its directors and officers to On 21 February 2022, the EIPD issued a Show Cause Order directing explain within ten (10) days from receipt thereof (a) why their Certificates of Incorporation should not be revoked for violation of Section 6 (l)(2) of PD 902-A, and (b) why its directors and responsible officers should not be to sections 8.1, 28.1 and 26.1 of the SRC, P.D. 902-A and Section 179 (j) of the RCC. administratively sanctioned for violation of Section 44 of the RCC in relation Group despite the lapse of the 10-day reglementary period. To date, the EIPD has not received any response from the Astrazion Hence, the instant Motion. ISSUE support thereof warrant the issuance of a CDO. Whether the allegations and the evidence submitted by the EIPD in RULING The Commission finds the Motion meritorious. AZNT Tokens which Astrazion Group sells or offers to the public are SEC OGC 8 Annex D, E and F of the Motion 10 Annex "G" of the Motion. Annex "D" of the Motion. THE DOCUMEN CERTIFIFD TRUE COPY OP RECORD In the Matter of: Astrazion Noble Task Community Foundation, Astrazion Global Holdings Philippines, Inc., and Astrazion International SEC CDO Case No. 05-22-090 Cease and Desist Order Page 7 of 14 securities in the form of investment contract. At the outset, the Commission notes that the primary purpose of both Astrazion Global and Astrazion Foundation as stated in their respective Articles of Incorporation, specifically provides that they have no authority to solicit or accept investments from the public. This is specifically spelled out in the following phrase which is found in ARTICLE SECOND of their Articles of Incorporation, to wit: from the public neither shall it issue investment contracts. "Provided that the corporation shall not solicit, accept or take investments/placements 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 Astrazion Group, its directors, officers and Agents are selling and/or offering unregistered securities in the form of investment contracts to the public without the requisite license from the Commission, in violation not only of its Aol 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. - in a commercial enterprise or profit-making venture and evidenced by a certificate, contract, instrument, whether written or electronic in character. 3.1. "Securities" are shares, participation or interests in a corporation or It includes: X X X sharing agreement, certificates of deposit for a future subscription; (b) Investment contracts, certificates of interest or participation in a profit (Emphasis supplied) Moreover, an "investment contract" has been defined as follows: person seeks to use the money or property of others on the promise of profits. 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 whenever a A common enterprise is deemed created when two (2) or more investors "pool"" their resources, creating a common enterprise, even if the OK CERTIFIED TRUE COPYO THE D0 CUMENTS RECOR Astrazion Global Holdings Philippines, Inc., and Astrazion Internationai In the Matter of: Astrazion Noble Task Community Foundation SEC CDO Case No. 05-22-090 Cease and Desist Order Page 8 of 14 promoter receives nothing more than a broker's commission."11 (Emphasis supplied) Section 8.1 of the SRC categorically provides that securities cannot 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: not be sold or offered for sale or distribution within the Philippines. "SEC. 8. Requirement of Registration of Securities. -- 8. 1 Securities shall without a registration statement duly filed with and approved by the and with such substance as the Commission may prescribe, shall be made available to each prospective purchaser." (Emphasis and underscoring Commission. Prior such sale, information on the securities, in such form supplied) Commission,12 the Supreme Court ruled that investment contracts are securities that are required to be registered with the Commission for the In the case of Power Homes Unlimited v. Securities and Exchange protection of the investing public, to wit: 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) "As an investment contract that is security under R.A. No. 8799, it must be registered with public respondent SEC, otherwise the SEC cannot protect the investing public from fraudulent securities. The strict makes an investment of money, (2) in a common enterprise, (3) with the origin. It traces its roots from the US Supreme Court case Securities and Exchange Commission v. W.J. Howey Co.13 where the Court stated that an investment contract is a transaction, contract, or scheme whereby a person (1) 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.14 The concept of an investment contract in the Philippines is of American 11 Rule 26.3.5 of the Implementing Rules and Regulations of the SRC. 13 328 U.S. 293, 66 S. Ct. 1100, 90 L. Ed. 1244, 163 A.L.R. 1043 (1946). 14 Ibid. Although the definition as stated in the Howey Case qualified that the earning of profit was expected 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. 12 Note 24, Supra to be solely through the efforts of another party, Rule 26.3 of the 2015 IRR of the SRC replaced the qualifier St( O PA THEDOCUMEN CERTIFIED TRUE COFY O 0 RECORD AG In the Matter of: Astrazion Noble Task Community Foundation. Astrazion Global Holdings Philippines, Inc., and Astrazion International SEC CDO Case No. 05-22-090 Cease and Desist Order Page 9 of 14 The concept of an investment contract was thereafter adopted and applied in Power Homes Unlimited Corporation v. Securities and Exchange Commission,15 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 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 profits from them, he or she is in fact investing in securities.i? his or her funds and submits their control to another for the purpose of deriving the EIPD's finding, and so holds that the Astrazion Group is engaged in the sale and/or offer of securities in the form of investment contracts in violation Applying the foregoing to the instant case, the Commission agrees with importantly, the elements of Howey Test are present in the instant case. of Section 8 of the RCC because it has no license to carry out the same More First, the marketing presentation of Mr. Visperas which was uploaded and is currently being used to promote and sell AZNT Tokens, contains an complaints received by the EIPD also show that investors who actually admission that Astrazion Group has at least 2,700 investors who have purchased the same and have parted with their money. Moreover, the invested money to purchase AZNT Tokens have started coming forward after These shows that there was actual investment of money by investors. Astrazion Group has allegedly failed to pay them their guaranteed returns. amounts invested by its members which are actually utilized to satisfy and pay the guaranteed returns of its existing investors. This is the common enterprise Second, the EIPD was able to show that the investment scheme and the AZNT that is being sustained by the investments received by the Astrazion Group from the public who believes that ANZT Tokens are existing and real cryptocurrency whose value will increase in due time. Tokens that the Astrazion Group were offering/selling involves the pooling of ICO price which it guaranteed to be listed in the crypto exchange, and which Third, investors clearly expect a guaranteed lucrative daily earnings of 3% of the number of AZNR Tokens that they purchased in a period of 100 days. Investors are being lured by Astrazion Group to buy AZNT Tokens at Pre- value will steadily rise after a determined period. Lastly, the expectation of profits is derived primarily from the managerial promote the investment-taking scheme and operate the business of the entities efforts of Astrazion Group, Mr. Visperas, and their Agents who continue to 15 G.R. No. 164182, 26 February 2008. 16 Investment Co. Institute v. Camp, 274 F. Supp. 624 (D. D.C. 1967). $+ G THE DOCUMENTS CERTIFHED TRUE COPY OF RECORE PG In the Matter of: Astrazion Noble Task Community Foundation Astrazion Global Holdings Philippines, Inc., and Astrazion International SEC CDO Case No. 05-22-090 Cease and Desist Order Page 10 of 14 to ensure that investors are paid. The investors are thus not required to do anything to earn guaranteed returns after they but AZNT Tokens and invite new members. Astrazion Group is offering Securities to the Public in the Philippines without license from the Commission. 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: and with such substance as the Commission may prescribe, shall be made not be sold or offered for sale or distribution within the Philippines. without a registration statement duly filed with and approved by the Commission. Prior such sale, information on the securities, in such form available to each prospective purchaser." (Emphasis and underscoring supplied) "SEC. 8. Requirement of Registration of Securities. -- 8. 1 Securities shall Relative thereto, Rule 3.1.17 of the 2015 Implementing Rules and Regulations of the SRC defines "Public Offering as follows: to be a public offering: anyone, whether solicited or unsolicited. Any solicitation or presentation of securities for sale through any of the following modes shall be presumed "3.1.17. Public offering is any offering of securities to the public or to X X X any other forms of communication;17 (Emphasis supplied) 3.1.17.3 Advertisement or announcement in radio, television, telephone, electronic communications, information communication technology or Facebook and You Tube, without the requisite license. that they can choose from using its website and social media platforms, i.e., AZNT Token which the public can avail of through the investment packages In the instant case, the records show that the Astrazion Group is offering Rule 3.1.17 and thus, requires a registration statement duly approved by the Astrazion Group has not secured a license from the Commission, its act of offering securities to the public thus constitutes a clear violation of Section 8 Commission before the same can be lawfully undertaken. Considering that of the SRC. The foregoing constitutes public offering as defined under SRC 17 Rule 3.1.17 of the Implementing Rules and Regulations of the SRC. CERTIFIEDTRUE COPYO OG THE DOCUMEN RCOR D Astrazion Global Holdings Philippines, Inc., and Astrazion International In the Matter of: Astra azion Noble Task Community Foundation SEC CDO Case No. 05-22-090 Cease and Desist Order Page 11 of 14 Relative to the issuance of a CDO, Section 64.1 of the SRC provides that the Commission may issue a CDO without the 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 irreparable injury or prejudice to the investing public, thus: proper investigation 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 the investing public." (Emphasis supplied) "Section 64. Cease and Desist Order. -- 64.1. The Commission, after practice, unless restrained, will operate as a fraud on investors or is otherwise likely to cause grave or irreparable injury or prejudice to 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! grave or irreparable injury or prejudice to the investing public.18 will operate as a fraud on investors or is otherwise likely to cause and so holds that the EIPD was able to comply with the requirements prescribed by law which will justify the valid issuance of a CDO. After a careful review of the records of the case, the Commission finds gathering and submission of information and evidence that supported its allegations. The EIPD conducted an independent investigation which resulted in the Development Corp.20 where the Supreme Court categorically held that: selling/offering AZNT Token packages sans the requisite license from the cause grave or irreparable injury or prejudice to the investing public.19 This finds support in the case of Securities and Exchange Commission vs. CJH Commission operates as a fraud to the public which, if unrestrained, will likely The EIPD was also able to show that the act of the Astrazion Group in by the SEC motu proprio, it being 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 cease and "The law is clear on the point that a cease and desist order may be issued 18 Securities and Exchange Commission vs. Performance Foreign Exchange Corporation, G.R. No. 154131, 19 Section 64 of the Securities Regulation Code. 20 (G.R. No. 210316, November 28, 2016) July 20, 2006. SEC OG CERTIFIEDTRUE COPY O HIES if F1 IE In the Matter of: Astrazion Noble Task Community Foundation Astrazion Global Holdings Philippines, Inc., and Astrazion International SEC CDO Case No. 05-22-090 Cease and Desist Order Page 12 of 14 desist order that aims to curtail fraud or grave or irreparable injury to to the public that the SEC is obliged to protect. restraint of acts that yield such results can only generate further injury investors. There is good reason for this provision, as any delay in the The act of selling unregistered securities would necessarily operate as a fraud on investors as it deceives the investing public by making it statement duly filed with and approved by the SEC and that prior to such appear that respondents have authority to deal on such securities. Section 8.1 of the SRC clearly states that securities shall not be sold or offered for sale or distribution within the Philippines without a registration sale, information on the securities, in such form and with such substance as the SEC may prescribe, shall be made available to each prospective buyer." (Emphasis supplied) defrauding the investing public in its act of selling/offering AZNT Token and Finally, the Commission finds that Astrazion Group is willfully scam which this Commission is duty-bound to immediately stop. The sale of AZNT Tokens which are inexistent and the payment of guaranteed returns sans a legitimate and viable business, only means that Astrazion Group is legitimate, and enable it to continue perpetrating an illegal activity. This ends ICO, hence the same is not yet in existence. Mr. Visperas' statement that the blessing from the Lord and a foretaste of what is to come has all the more unmasked the true nature of Astrazion Group's operation i.e. an investment using investors' money to make it appear to the public that its operations are now. in promising a guaranteed return of 3% daily interest, because as admitted by Mr. Visperas, the AZNT Token will only be available during the Pre-ICO and payouts being received by the current members of Astrazion Group is a hereby ordered to IMMEDIATELY CEASE AND DESIST from engaging in the unlawful/unauthorized solicitation, offer and/or sale of 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 and Astrazion International, and their incorporators, operators, directors Pierre Martin D. Reyes, Esther M enablers such as Christopher "Toffy" Dimaguila, conduits, subsidiaries, and any and all persons, claiming, acting, and operating for and in their behalf, are filed with and approved by the Commission. Community Foundation, Astrazion Global Holdings Philippines, Inc., and officers namely: Napoleon Dela Cruz Visperas, Remus Pedroso Salgado, Joan Ganancial, Rolando Candelario Oso, Francisco Gadayan Baladjay, Jr., Visperas, and its representative WHEREFORE,premises considered, Astrazion Noble Task salesmen, agents, uplines, influencers, Weigand, and Carol Joy Balbuena Holdings Philippines, Inc., and Astrazion International, its operators, Astrazion Noble Task Community Foundation, Astrazion Global T. OG CERTIFIED TRUE COPY O FHE DOUMEMT RFCOR PAGE In the Matter of: Astrazion Noble Task Community Foundation Astrazion Global Holdings Philippines, Inc., and Astrazion International SEC CDO Case No. 05-22-090 Cease and Desist Order Page 13 of 14 directors, officers, representatives, salesmen, agents and any and all 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 Commission will institute the appropriate administrative and criminal action against any persons or entities found to act as solicitors, information providers, salesmen, agents, brokers. dealers or the like for and in their behalf Community Foundation, Astrazion Global Holdings Philippines, Inc., and Finally, the Commission hereby PROHIBITS Astrazion Noble Task Astrazion International, its operators, directors, officers, representatives, and from transferring, disposing, or conveying in any manner, any and all assets, properties, real or personal, including bank deposits, if any, of which 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, assets of the investors directly or indirectly, under their custody, to ensure the preservation of the the named persons herein may have interest, claim or participation, whether Astrazion Global Holdings Philippines, Inc., and their incorporators, Joy Balbuena Visperas, (b) cause the posting of this Order in the Commission's website, and (c) cause the publication of the same in a newspaper of general circulation as provided for under Section 4-2, Rule IV. Part I of the 2016 Rules of Procedure of the SEC. copy of this CDO to Astrazion Noble Task Community Foundation and operators, directors and officers namely: Napoleon Dela Cruz Visperas, Remus Pedroso Salgado, Joan Ganancial, Rolando Candelario Oso, Francisco Gadayan Baladjay, Jr., Pierre Martin D. Reyes, Esther M. Weigand, and Carol The EIPD of the Commission is hereby DIRECTED to (a) serve a and Carol Joy Balbuena Visperas, and impose the appropriate penalties, including revocation of Certificate of Incorporation, if warranted, and (b) En Banc within ten (10) days from receipt of this Cease and Desist Order. administrative proceedings against Astrazion Noble Task Community Foundation and Astrazion Global Holdings Philippines, Inc., their incorporators, operators, directors and officers namely: Napoleon Dela Cruz Francisco Gadayan Baladjay, Jr., Pierre Martin D. Reyes, Esther M. Weigand, submit a formal compliance report, by way of pleading, to the Commission Visperas, Remus Pedroso Salgado, Joan Ganancial, Rolando Candelario Oso, The EIPD is FURTHER DIRECTED to (a) initiate the appropriate Monitoring Department, Market and Securities Regulation Department. Corporate Governance and Finance Department and the Information and Let a copy of this Order be furnished to the Company Registration and SEOG CHE DC CFRTIFHED TRUE COPY OR UMEN RECORD PAGE 0 PAGES Astrazion Global Holdings Philippines, Inc., and Astrazion International In the Matter of: Astrazion Noble Task Community Foundation, SEC CDO Case No. 05-22-090 Cease and Desist Order Page 14 of 14 Communications Technology Department of this 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. 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 En Banc thru the Office of the General Counsel, within five (5) days from receipt of this Order. FAIL NOT UNDER PENALTY OF LAW. SO ORDERED. Pasay City, Philippines; 12 May 2022 EMILIO B!AQUINO Chairporson JAVEYPAUL D. FRANCISCO Commissioner KEEVIN LESTER K. LEE Commissioner KARLOS. BELLO Commissioner MCJILL BRYANT T. FERNANDEZ Commissioner SEC : OGC THE DO CERTIFIED TRUE COPY OF JmenTs :RECORD PAGE PAG(