In Re Mysuper Saver Co. Limited

February 2, 2017 SEC CDO CASE NO. 09-16-035 IN THE MATTER OF MYSUPER SAVER COMPANY LIMITED ENFORCEMENT AND INVESTOR PROTECTION DEPARTMENT , movant . ORDER This resolves the Ex-Parte Manifestation with Motion for Issuance of a Permanent Cease and Desist Order 1 (Motion) filed on 21 December 2016 by the Enforcement and Investor Protection Department (EIPD) against MYSUPER SAVER COMPANY LIMITED (MSS) praying that the Cease and Desist Order (CDO) issued on 11 October 2016 be declared permanent. HTcADC Based on EIPD's investigation, the Commission En Banc found MSS to be engaged in the offering and sale of securities, in the form of an investment contract, without the required registration statement which is in violation of Sections 8 and 12 of the Securities Regulation Code (SRC). It held that MSS's scheme falls within the definition of an investment contract considering the presence of all of the four (4) elements of the Howey Test . Hence, it issued a CDO and directed EIPD to serve the same to MSS, its partners, officers, directors, agents, conduits, assignees or all persons under their authority and post a copy of the said CDO at MSS' main office and/or branches, if any. On 24 October 2016, Mr. Anthony Glenn C. Paggao, 2 together with representatives from the Department of Trade and Industry (DTI) and National Bureau of Investigation (NBI) all stationed in Palawan, posted copies of the subject CDO at MSS' office located at RJML Bldg., KM3 South National Hi-way, Brgy. Tiniguiban, Puerto Princesa City, Palawan. Mr. Paggao also served a copy of the subject CDO to Mr. Reiner Jay Juratil's, MSS' partner, residing at Brgy. San Pedro, Puerto Princesa City, Palawan. 3 To date, the MSS and/or its representatives have not filed any motion or request to lift the CDO. Thus, the EIPD prays that the issued CDO be declared permanent. Section 64.3 of the SRC expressly provides the following: "64.3. Any person against whom a cease and desist order was issued may, within five (5) days from receipt of the order, file a formal request for a lifting thereof. Said request shall be set for hearing by the Commission not later than fifteen (15) days from its filing and the resolution thereof shall be made not later than ten (10) days from the termination of the hearing. If the Commission fails to resolve the request within the time herein prescribed, the cease and desist order shall automatically be lifted." In the instant case, since MSS and/or its representatives failed to file a motion or formal request to lift the subject CDO within the prescribed period as above-stated and Section 64.3 of the SRC, the Commission is constrained to declare the CDO issued on 11 October 2016 as PERMANENT. aScITE WHEREFORE , premises considered, the Motion for Issuance Permanent Cease and Desist Order is hereby GRANTED and the CEASE AND DESIST ORDER issued on 11 October 2016 against MYSUPER SAVER COMPANY LIMITED, its partners, officers, directors, agents, representatives, conduits, assigns, AND ANY AND ALL PERSONS CLAIMING AND ACTING FOR AND IN THEIR BEHALF are, is hereby MADE PERMANENT . The Enforcement and Investor Protection Department is hereby DIRECTED to: (a) serve this Order to the Partner, General Manager, Corporate Secretary, Treasurer, Incorporator/Director or In-House Counsel of MYSUPER SAVER COMPANY LIMITED; and (b) post copies of the Order at the entrance of the main office and/or branches, if any, of MYSUPER SAVER COMPANY LIMITED. Let a copy of this Order be also posted in the Commission's website; published in a national newspaper of general circulation and furnished to the other Operating Departments of the Commission for their information and appropriate action. The Enforcement and Investor Protection Department of the Commission is hereby FURTHER DIRECTED to submit a FORMAL COMPLIANCE REPORT, by way of a pleading, to the Commission En Banc WITHIN FIVE (5) DAYS from receipt of this Order . The dispositive portion reads: WHEREFORE , premises considered, the Motion for Issuance Permanent Cease and Desist Order is hereby GRANTED and the CEASE AND DESIST ORDER issued on 11 October 2016 against MYSUPER SAVER COMPANY LIMITED, its partners, officers, directors, agents, representatives, conduits, assigns, AND ANY AND ALL PERSONS CLAIMING AND ACTING FOR AND IN THEIR BEHALF are, is hereby MADE PERMANENT . The Enforcement and Investor Protection Department is hereby DIRECTED to: (a) serve this Order to the Partner, General Manager, Corporate Secretary, Treasurer, Incorporator/Director or In-House Counsel of MYSUPER SAVER COMPANY LIMITED; and (b) post copies of the Order at the entrance of the main office and/or branches, if any, of MYSUPER SAVER COMPANY LIMITED. Let a copy of this Order be also posted in the Commission's website; published in a national newspaper of general circulation and furnished to the other Operating Departments of the Commission for their information and appropriate action. The Enforcement and Investor Protection Department of the Commission is hereby FURTHER DIRECTED to submit a FORMAL COMPLIANCE REPORT, by way of a pleading, to the Commission En Banc WITHIN FIVE (5) DAYS from receipt of this Order . SO ORDERED. Pasay City, February 2, 2017. (SGD.) TERESITA J. HERBOSA Chairperson (SGD.) ANTONIETA F. IBE Commissioner (SGD.) EPHYRO LUIS B. AMATONG Commissioner (SGD.) BLAS JAMES G. VITERBO Commissioner (SGD.) EMILIO B. AQUINO Commissioner Footnotes 1. Dated 15 December 2016. 2. SEC-Designated Sheriff. 3. Compliance dated 02 November 2016.