In re Chiyuto Creative Wealth Documentation Facilitation Services

February 1, 2021 SEC CDO CASE NO. 02-21-069 IN THE MATTER OF CHIYUTO CREATIVE WEALTH DOCUMENTATION FACILITATION SERVICES/CHIYUTO CREATIVE WEALTH DOCUMENTATION FACILITATION SERVICES ENFORCEMENT AND INVESTOR PROTECTION DEPARTMENT (EIPD) , movant . CEASE AND DESIST ORDER This resolves the Motion for Issuance of a Cease and Desist Order (Motion) filed on 01 February 2021 by the Enforcement and Investor Protection Department (EIPD) praying that a Cease and Desist Order be issued enjoining CHIYUTO CREATIVE WEALTH DOCUMENTATION FACILITATION SERVICES/CHIYUTO CREATIVE WEALTH DOCUMENTATION FACILITATION SERVICES OPC , its owner, principal, proprietor and sole stockholder-director-president, PATROCENIO C. CHIYUTO, JR., a.k.a. DON CHIYUTO/DOC DON/DON ZHANG LEE CHIYUTO/MR. SOLVE , nominee, JUDY B. PAJARILLO , alternate nominee, FELOMINA L. ANDRADA , officers, representatives, salesmen, solicitors, agents, uplines, enablers and influencers, such as MARICRIS CAN CHIYUTO, MARIA CHRISTINA CHIYUTO CANOBIDA, NANETH BARRUELA, AURELIZA APA-AP, CAPIZ BUY AND SELL ANYTHING, KIAKA AVEL CHO, SANTIAGO CITY ONLINE MARKET , and any and all persons claiming and acting for and in their behalf, (1) from engaging in activities of selling and/or offering for sale securities in the form of investment contracts, and (2) to remove or take down online posts and offerings until the required registration statements are duly filed with, approved by, and corresponding permits to offer and/or sell securities are issued by the Securities and Exchange Commission (Commission). RELEVANT FACTS On 18 February 2020, CHIYUTO CREATIVE WEALTH DOCUMENTATION FACILITATION SERVICES (Chiyuto) secured with the Department of Trade and Industry its Certificate of Business Name Registration No. 1593167 1 authorizing it to conduct business as a sole proprietorship. Its registered office is at Unit 204 No. 84, 2nd Floor, Chiyuto Bldg. ("Pink Building") Gloria Diaz St. BF Resort Village, Talon Dos, Las Pias City. On 23 November 2020, CREATIVE WEALTH DOCUMENTATION FACILITATION SERVICES OPC (Creative Wealth OPC) was registered with the Commission as a one-person corporation with Company Registration No. 2020110003783-00. 2 Its principal office address is at 14 Tamarind St., New Alabang Village, City of Muntinlupa, NCR, 4th District, National Capital Region. 3 The primary purpose for which the corporation was established as provided in its Articles of Incorporations is as follows: "To engage in the business of providing assistance to companies and/or individuals on the facilitation of documents and other liaison contract services, without engaging in labor only contracting activity; Provided that the corporation shall not solicit, accept or take investments/placements from the public neither shall it issue investment contracts ." 4 (Emphasis supplied) The Motion alleged that on 13 August 2020, the EIPD received an email correspondence 5 from the Bangko Sentral ng Pilipinas (BSP) relating to the advisory that it issued against Chiyuto for the unauthorized use of the name and logo of BSP in relation to the offer/sale of its products. The BSP likewise requested that the EIPD investigates the investment solicitation activities of Chiyuto. The EIPD also received numerous complaints, reports, tips, and inquiries sent via email regarding the investment-solicitation activities perpetrated by Chiyuto. These complaints alleged that Patrocenio C. Chiyuto, Jr. (also known as "Don Chiyuto"), the sole stockholder-director-president of Creative Wealth OPC, is enticing the public to invest in the corporation which offered investments that guarantees a 100% return in either one (1) day, thirty (30) days or forty-five (45) days depending on the promotion availed of. Chiyuto is also giving a 5% referral commission to those who can bring additional investors. It is also giving away brand new car and motorcycles through raffle. 6 On the basis thereof, the EIPD conducted an investigation on the business activities of Chiyuto consistent with the Commission's mandate of ensuring compliance with the provisions of the Securities Regulation Code (SRC) and its Implementing Rules and Regulations (IRR). An operative of the EIPD communicated with Chiyuto Can Maricris (Ms. Maricris) and expressed her interest in investing in Creative Wealth OPC. Ms. Maricris, who introduced herself as the niece of Don Chiyuto, then enticed the EIPD operative to invest in the investment scheme of Creative Wealth OPC. 7 During the period of 15 August to 19 August 2020, when the EIPD operative and Ms. Maricris were communicating online, the latter enticed the former to invest in Creative Wealth OPC by providing the following information, 8 to wit: a. Chiyuto will be having a new scheme from June 19 to 30, 2020; b. That it has an office in Unit 204 No. 84, 2nd Floor, CHIYUTO Bldg. ("Pink Building") Gloria Diaz St. BF Resort Village, Talon Dos, Las Pias City with Telephone Number: 0270891474; c. That an investment of Php5,000 can become Php10,000 in 1, 30 or 45 days; d. That the "new scheme" involves a "roulette" that rolls and selects randomly between 1, 30 and 45 days; e. That if the investor's roulette spins to 1 day and if the investment is, say Php50,000, the investor will receive Php100,000 in 1 day; f. That if what is invested is money, the investor will receive a Promissory Note as proof that he/she entitled to a payout which he/she will receive on your next visit; and g. That the true name of Chiyuto Can Maricris is Maria Christina Chiyuto Canobida who is the leader of the Chiyuto Canobida Team. The investigation of the EIPD which also covered the social media posts and online activities of Chiyuto confirmed the allegations earlier made by the BSP, and the investigation report of the EIPD operative, that Chiyuto, owned and operated by Patrocenio Calvez Chiyuto, Jr. , a.k.a. "Don Chiyuto" or "Doc Don" or also known by his Facebook page monicker, Don Zhang Lee Chiyuto or by his other alias, "Mr. Solve," (a) is offering investments to the public by availing of their so-called Double-Your-Money "Roulette" game investment with a minimum amount worth Php1.00 up to a maximum of Php1 Million; 9 (b) uses the spin the roulette wheel process in carrying out its investment scheme to randomly pick different payout days, i.e. , 1 day, 30 days or 45 days which an investor will be entitled to; 10 (c) guarantees that an investor will earn one hundred per cent (100%) for either 1 day, 30 days or 45 days, depending on the result of the spin of the roulette wheel; 11 (d) will issue a promissory note to an investor with the corresponding amount representing his payout and the date when he/she is supposed to claim the same; 12 and (e) is selling and/or offering securities to the public in the form of investment contracts with a promise of a pure passive income of one hundred percent (100%). On 18 August 2020, the Commission issued an ADVISORY 13 informing and advising the public not to invest or to stop investing in Chiyuto, and to exercise caution in dealing with individuals or group of persons soliciting investments for and on behalf of Chiyuto or any entities engaged in solicitation activities. On 23 October 2020 the Commission also posted an investor alert in Filipino against Chiyuto in the official Facebook page of the SEC to warn investors about the investment scheme of the company. 14 Notwithstanding the issuance of the ADVISORY and the posting of the investor alert, Chiyuto continued to carry out its unauthorized investment scheme, this time also through Creative Wealth OPC, by actively offering and selling the same to the public thru social media. The operation was mainly carried out in Western Visayas and Panay Island ares, specifically Roxas City, Capiz. On 14 January 2021, the investigating team of the EIPD went to the office address of CHIYUTO at the Unit 204 No. 84, 2nd Floor, CHIYUTO Bldg. ("Pink Building") Gloria Diaz St. BF Resort Village, Talon Dos, Las Pias City, as indicated in the DTI Certificate of Business Name Registration, 15 and found out that CHIYUTO is not conducting business in the said place. More importantly, the investigating team discovered that the building is not owned by CHIYUTO as indicated in the address given by MARICRIS CAN CHIYUTO. 16 Acting on the request for certifications sent by the EIPD on 17 August 2020, (a) the Company Registration and Monitoring Department (CRMD) issued a Certification dated 25 January 2021 17 stating that Creative Wealth OPC has not been issued a secondary license as a Lending Company, broker/dealer in securities, dealer in government securities, investment adviser of an investment company, investment house and transfer agent; (b) the Market Securities Regulation Department (MSRD) issued a Certification dated 24 August 2020 18 stating that the respondent company has not applied for nor has obtained a secondary license to offer or issue securities to the public pursuant to Sections 8 and 12 of the SRC, and (c) the Corporate Governance and Finance Department (CGFD) issued a Certification dated 20 January 2021 19 stating that Chiyuto and Creative Wealth OFC are not registered issuers of mutual funds, exchange traded funds, and proprietary/non-proprietary shares or membership certificates and timeshares. On 31 January 2021, the EIPD took and submitted in evidence the screenshots of Don Zhang Lee Chiyuto who claimed that (a) the company will be having a short holiday not because there are violations but because documents have to be submitted; 20 (b) the temporary disruption of their operations is due to reasons beyond his control; 21 and (c) the short holiday was intended to address the legal issues involving the company and that operations will resume soon. 22 ISSUE Whether or not the issuance of CDO is warranted based on the findings and evidence presented by the EIPD. RULING We find the Motion to be impressed with merit and hereby grants the same. Creative Wealth OPC is a corporation registered with the Commission on 23 November 2020 under Company Registration No. 2020110003783-00 with the following purpose, thus: "To engage in the business of providing assistance to companies and/or individuals on the facilitation of documents and other liaison contract services, without engaging in labor only contracting activity; Provided that the corporation shall not solicit, accept or take investments/placements from the public neither shall it issue investment contracts ." 23 (Emphasis supplied) It bears emphasis that the grant of juridical personality with the issuance of the Certificate of Registration to Creative Wealth OPC did not include the grant of authority to sell or offer securities to the public as the same requires a secondary license from this Commission. This is specifically provided in the Certificate of Registration of Creative Wealth OPC which states, to wit: "This Certificate grants juridical personality to the corporation but does not authorize it to issue, sell or offer for sale to the public, securities such as but not limited to, shares of stock, investment contracts , debt instruments and virtual currencies without prior Registration Statement approved by the Securities and Exchange Commission nor to undertake business activities requiring a Secondary License from this Commission such as, but not limited to acting as broker or dealer in securities, government securities eligible dealer (GSED), investment adviser of an investment company, close-end or open-end investment company, investment house, transfer agent, commodity financial futures exchange/broker merchant, financing lending company, and time share, cash share/membership certificate issuers or selling agents thereof nor to operate a fiat money to virtual currency exchange. Neither does this Certificate constitute a permit to undertake activities for which other government agencies require a license or permit ." (Emphasis supplied) The EIPD was able to establish by substantial evidence that Creative Wealth OPC and Chiyuto are selling and/or offering securities to the public in the form of investment contracts without the required secondary license from the Commission. As borne by the evidence on record, Creative Wealth OPC and Chiyuto's business model involves the offer and sale of investments with a guaranteed return of 100% in either 1 day, 30 days or 45 days depending on result of the roulette which is used to randomly determine the same. It practically entices and lures the public to invest in Creative Wealth OPC and Chiyuto because while the period of the pay out may vary which is specified in the promissory note that is issued, the return of their investment is absolutely guaranteed. Section 3 of the SRC provides: " SEC. 3. Definition of Terms. 3.1. "Securities" are shares, participation or interests in a corporation or in a commercial enterprise or profit-making venture and evidenced by a certificate, contract, instrument, whether written or electronic in character. It includes: xxx xxx xxx (b) Investment contracts. Certificates of interest or participation in a profit sharing agreement, certificates of deposit for a future subscription." The 2015 Implementing Rules and Regulations (IRR) of the SRC further define securities in Rule 3 (3.1), thus: " Rule 3 Definition of Terms 3.1. As used in these Rule, unless the context provides otherwise: xxx xxx xxx 3.1.20. Securities shall include : (a) Shares of stock, bonds, government securities, commercial papers, debentures, notes, evidences of indebtedness, asset-backed securities; (b) Investment contracts , certificates of interest or participation in a profit-sharing agreement, certificates of deposit for a future subscription; (c) Fractional undivided interests in oil, gas or other mineral rights; (d) Derivatives like option and warrants; (e) Certificates of assignments, certificates of participation, trust certificates, voting trust certificates or similar instruments; (f) Proprietary or non-proprietary membership certificates in corporations; and (g) Other instruments as may in the future be determined by the Commission." (Emphasis supplied) Section 26.3 of the SRC-IRR (Prohibited Representations, Dealings and Solicitations) defines an investment contract as follows: "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 person seeks to use the money or property of others on the promise of profits. A common enterprise is deemed created when two (2) or more investors "pool" their resources, creating a common enterprise, even if the promoter receives nothing more than a broker's commission." (Emphasis supplied) In the case of SEC vs. Howey Co. , the US Supreme Court defined an investment contract as a contract or scheme for the placing of capital or laying out of money in a way intended to secure income or profit from its employment. 24 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. 25 It was in the context of the foregoing that the U.S. Supreme Court came up with and adopted the Howey Test 26 in determining if an investment scheme, regardless of the legal terminology used, partakes of the nature of an investment contract. In 2008, the Philippine Supreme Court had the occasion to apply and discuss the Howey Test , thus: "It behooves us to trace the history of the concept of an investment contract under R.A. No. 8799. Our definition of an investment contract traces its roots from the 1946 United States (US) case of SEC v. W.J. Howey Co. In this case, the US Supreme Court was confronted with the issue of whether the 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 legislative 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 requires 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. Although the proponents must establish all four elements, the US Supreme Court stressed that the Howey Test "embodies a flexible rather than a static principle, one that is capable of adaptation to meet the countless and variable schemes devised by those who seek the use of the money of others on the promise of profits. " Needless to state, any investment contract covered by the Howey Test must be registered under the Securities Act, regardless of whether its issuer was engaged in fraudulent practices." 27 (Emphasis ours) Applying the Howey Test to the instant case, this Commission agrees with the EIPD, and holds that Creative Wealth OPC and Chiyuto are engaged in the sale and/or offer of securities to the public in the form of investment contracts. There is investment of money First, the evidence submitted by EIPD show that a considerable number of people invested money in Creative Wealth OPC and Chiyuto. These people who invested in Creative Wealth OPC and Chiyuto were all enticed to participate in the profit-making venture of the latter which promises to double their money within 1, 30 or 45 days depending on the "roulette" results. The list of investors with their respective investments, the promissory notes and the checks that were presented by the EIPD 28 show that Creative Wealth OPC and Chiyuto received money from the public. The money is placed in a common enterprise Second, Creative Wealth OPC and Chiyuto's members/investors clearly invested in a common enterprise which consisted in the grand investment scheme operated and run by the corporation. Through the said investment scheme, Creative Wealth OPC and Chiyuto were able to effectively pool the money invested by its members/investors, which they then used to pay out the earlier investors. There is expectation of return Third, there was clearly an expectation of profits on the part of its investors who were promised that their money would be doubled within 1, 30 or 45 days depending on the "roulette" results. Investors expected to earn a 100% return of their investment. Without the said guaranteed return of investment, it is highly doubtful if any investor would have parted with his/her hard earned money. Profits are derived primarily through the effort of others Lastly, the expectation of profits is derived primarily from the entrepreneurial and managerial efforts of Creative Wealth OPC, Chiyuto and/or its directors, officers, agents or representatives. No effort, labor or industry was expected from investors except to deposit their money, play the "roulette" and wait for their money to double within 1, 30 or 45 days depending on the "roulette" results. Clearly, Creative Wealth OPC's members were lured to invest their money not for an existing legitimate business enterprise but simply because they are guaranteed a 100% return of the same within a definite period. Moreover, the act of Creative Wealth OPC and Chiyuto in publishing and making actual presentations of its investment scheme through Facebook and its web page, and inviting investors to invest their money with them, constitutes public offering as defined under Rule 3.1.17 of the 2015 IRR of the SRC, to wit: " Rule 3.1.17 Public Offering is any offering of securities to the public or to anyone who will buy, 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: i. Publication in a newspaper, magazine or printed reading material which is distributed within the Philippines or any part thereof; ii. Presentation in public or commercial place; iii. Advertisement or announcement in any radio, telephone, electronic communications, information communication technology or any other forms of communication ; or iv. Distribution and/or making available flyers, brochures or any offering material in a public or commercial place, or to prospective purchasers through the postal system, information communication technology and other means of information distribution." (Emphasis supplied) The records show, pursuant to the Certifications issued by the CRMD, MSRD and CGFD, that Creative Wealth OPC and Chiyuto have not been issued a secondary license as a Lending Company, broker/dealer in securities, dealer in government securities, investment adviser of an investment company, investment house and transfer agent. They are not registered issuers of mutual funds, exchange traded funds, and proprietary/non-proprietary shares or membership certificates and timeshares. Neither have they applied for nor have obtained a secondary license to offer or issue securities to the public pursuant to Sections 8 and 12 of the SRC. The Securities Regulation Code clearly provides that securities cannot be sold or offered to the public without a registration statement duly filed with and approved by the Commission. Section 8.1 of the SRC provides for the requirement of securing a duly approved registration statement before a security can be offered or sold to the public, to wit: " 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 . Prior such sale, information on the securities, in such form and with such substance as the Commission may prescribe, shall be made available to each prospective purchaser." (Emphasis supplied) Securities are required to be registered to ensure, among others, that the investing public is not dealing with or purchasing worthless securities. Securities regulation is strictly implemented because the capital markets depend on the public's level of confidence to the system. 29 Considering that Creative Wealth OPC and Chiyuto have no license to sell/offer securities, their act soliciting, selling and offering investments to the public which are securities in the form of investment contracts constitutes a clear violation of Section 8 of the SRC. This undoubtedly warrants the issuance of a cease and desist order because the act of Creative Wealth OPC and Chiyuto in selling/offering unregistered securities operates as a fraud to the public which, if unrestrained, will likely cause grave or irreparable injury or prejudice to the investing public. 30 In Securities and Exchange Commission vs. CJH Development Corp ., 31 the Supreme Court ruled that fraud is attendant in the act of selling and/or offering securities without the requisite license, thus: " The act of selling unregistered securities would necessarily operate as a fraud on investors as it deceives the investing public by making it 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 statement duly filed with and approved by the SEC and that prior to such sale, information on the securities, in such form and with such substance as the SEC may prescribe, shall be made available to each prospective buyer." (Emphasis supplied) On the basis thereof, the prompt issuance of a CDO against Creative Wealth OPC and Chiyuto is warranted by the evidence on record. The Commission is authorized to issue a CDO after a finding of a violation of the SRC that will likely defraud or cause grave or irreparable injury to the investing public, to wit: " The law is clear on the point that a cease and desist order may be issued 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 desist order that aims to curtail fraud or grave or irreparable injury to investors. There is good reason for this provision, as any delay in the restraint of acts that yield such results can only generate further injury to the public that the SEC is obliged to protect. " 32 (Emphasis supplied) Without a registration statement duly filed with and approved by this Commission, Creative Wealth OPC and Chiyuto's act of accepting investments from the public with guaranteed return which are securities in the form of investment contracts constitutes a clear violation of Section 8 of the SRC. Moreover, their act of carrying out their investment scheme through their webpage and the social media constitutes public offering under Rule 3.1.17 of the 2015 IRR of the SRC which cannot be done because of the absence of a license. These undoubtedly warrants and justifies the immediate issuance of a cease and desist order. WHEREFORE , premises considered, CHIYUTO CREATIVE WEALTH DOCUMENTATION FACILITATION SERVICES/CHIYUTO CREATIVE WEALTH DOCUMENTATION FACILITATION SERVICES OPC , its owner, principal, proprietor and sole stockholder-director-president, PATROCENIO C. CHIYUTO, JR., a.k.a. DON CHIYUTO/DOC DON/DON ZHANG LEE CHIYUTO/MR. SOLVE , nominee, JUDY B. PAJARILLO , alternate nominee, FELOMINA L. ANDRADA , officers, representatives, salesmen, solicitors, agents, uplines, enablers and influencers, such as MARICRIS CAN CHIYUTO, MARIA CHRISTINA CHIYUTO CANOBIDA, NANETH BARRUELA, AURELIZA APA-AP, CAPIZ BUY AND SELL ANYTHING, KIAKA AVEL CHO, SANTIAGO CITY ONLINE MARKET , and any and all persons claiming and acting for and in their behalf, are hereby directed to IMMEDIATELY CEASE AND DESIST UNDER PAIN OF CONTEMPT from further engaging in, promoting and facilitating selling and/or offering for sale securities in the form on investment contracts and/or other activities/transactions, until the requisite registration statements are duly filed with and approved by this Commission, and the corresponding license and/or permit to offer/sell securities are issued. The Commission further ENJOINS CHIYUTO CREATIVE WEALTH DOCUMENTATION FACILITATION SERVICES/CHIYUTO CREATIVE WEALTH DOCUMENTATION FACILITATION SERVICES OPC , its owner, principal, proprietor and sole stockholder-director-president, PATROCENIO C. CHIYUTO, JR., a.k.a. DON CHIYUTO/DOC DON/DON ZHANG LEE CHIYUTO/MR. SOLVE , nominee, JUDY B. PAJARILLO , alternate nominee, FELOMINA L. ANDRADA , officers, representatives, salesmen, solicitors, agents, uplines, enablers and influencers, such as MARICRIS CAN CHIYUTO, MARIA CHRISTINA CHIYUTO CANOBIDA, NANETH BARRUELA, AURELIZA APA-AP, CAPIZ BUY AND SELL ANYTHING, KIAKA AVEL CHO, SANTIAGO CITY ONLINE MARKET , and any and all persons claiming and acting for and in their behalf from transacting any business involving the funds covered by this CDO in its depository banks, and from transferring, disposing, or conveying in any manner, all assets, properties, real or personal, including but not limited to bank deposits, of which the named persons herein may have any interest, claim or participation whatsoever, directly or indirectly, under its/their custody, to forestall grave damage and prejudice to all concerned and to ensure the preservation of the assets for the benefit of the investors. Let a copy of this Order be (a) posted at Chiyuto's office premises, (b) posted in the Commission's website, (c) published in two (2) newspapers of general circulation and (d) be furnished to the Company Registration and Monitoring Department, Corporate Governance and Finance Department and the Information and Communications Technology Department of this Commission, the Bangko Sentral ng Pilipinas, the Department of Trade and Industry, the National Privacy Commission and the Department of Information and Communications Technology, for their information and appropriate action. In accordance with Section 4-3 (b), Rule IV of the 2016 Rules of Procedure of the SEC, the parties subject of this Cease and Desist Order (CDO) may file a verified motion to lift the CDO within five (5) days from date of posting or publication. FAIL NOT UNDER PENALTY OF LAW. SO ORDERED. Pasay City, Philippines, February 1, 2021. (SGD.) EMILIO B. AQUINO Chairperson (SGD.) EPHYRO LUIS B. AMATONG Commissioner (SGD.) JAVEY PAUL D. FRANCISCO Commissioner (SGD.) KELVIN LESTER K. LEE Commissioner (SGD.) KARLO S. BELLO Commissioner ATTACHMENT Securities and Exchange Commission FEBRUARY 2, 2021 DATE: I HEREBY CERTIFY that the foregoing is a true and correct xerox reproduction of the official file(s) thereof in the custody of this Commission consisting of FOURTEEN (14) pages, pertaining to SEC CDO CASE NO. 02-21-069. (SGD.) GIPSY C. DAYAON CONFIDENTIAL ASSISTANT III Verified By:_______________ Fees: ___________ Paid under OR No. _______ Dated ___________ Footnotes 1. Annex "A" of the Motion. 2. Annex "B" of the Motion. 3. Ibid. 4. Ibid. 5. BSP email attached as Annex "C". 6. Paragraph 8 of the Motion. 7. Printed copy of EIPD Operative's Facebook messenger conversation with Chiyuto Can Maricris attached as Annex "E". 8. See Annex "E" of the Motion. 9. See Annex "D" of the Motion. 10. See Annex "E" of the Motion. 11. Ibid. 12. See Annex "G" of the Motion. 13. SEC Advisory attached as Annex "J". 14. Paragraph 17 of the Motion. 15. Field Investigation Report attached as Annex "I". 16. Ibid. 17. Annex "V" of the Motion. 18. Annex "I" of the Motion. 19. Annex "X" of the Motion. 20. Screenshot of Don Zhang Lee Chiyuto's post attached as Annex "Y". 21. Screenshot of Don Zhang Lee Chiyuto's post attached as Annex "Z". 22. Screenshot of Don Zhang Lee Chiyuto's post attached as Annex "AA". 23. Ibid. 24. 328 U.S. 293 (1946). 25. 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 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. 26. Ibid. 27. Power Homes Unlimited Corp. v. Securities and Exchange Commission , G.R. No. 164182, February 26, 2008. 28. Annex "E" of the Motion. 29. Power Homes Unlimited Corporation versus SEC , G.R. No. 164182, 26 February 2008. 30. Section 64 of the Securities Regulation Code. 31. G.R. No. 210316, November 28, 2016. 32. Ibid.