BCPay Financial Technology, Inc.

October 5, 2021 ENFORCEMENT AND INVESTOR PROTECTION DEPARTMENT SEC ADVISORY Based on reports and information gathered by the Commission, the entity operating under the name BCPAY FINANCIAL TECHNOLOGY, INC. (BCPAY, INC.) by FRED BRUNO, GAVINO MATTERIG, ROMMEL CARLOS, TROY DENIA, DAVID PAKMAN, JOMAR MALACAS, JM PABLO, JOHN UBAGAN, and EDZ ALILANO using mainly the domain " www.bitcashpay.net " is soliciting investments in the Philippines WITHOUT THE NECESSARY LICENSE AND/OR AUTHORITY from the Commission. BCPAY, INC. is claiming to be "one of the 'few' SEC Registered Crypto companies in the Philippines" and is offering an all-in-one multi-platform DeFi Project (Decentralized Finance Project) which aims to provide solutions to the public's daily financial transactions. It's supposed ecosystem includes an online payment and remittance system, e-wallet, decentralized exchanged with crypto trading AI/Bot option, FastCash3K crypto decentralized lending platform, Bitcash Cooperative/Bitcash Bank, and a BitcashPay (Crypto) Academy, among others, with its BITCASHPAY Token (BCP Token) as its integral currency. At the outset, BCPAY, INC. is offering its BCP Token for sale, promising lucrative rewards to its early investors of up to 12% Annual Percentage Yield (APY) by staking in its platform and up to 180% APY by providing liquidity thereto during its Initial Coin Offering (ICO) , which seems "too good to be true" and is an indication of a possible " Ponzi Scheme ." Regardless, as mentioned in our SEC Advisory on Initial Coin Offerings and Virtual Currency posted 08 January 2018 , an ICO is the first sale and issuance of a new virtual currency to the public usually for the purpose of raising capital for start-up companies or funding independent projects. Depending on the facts and circumstances surrounding their issuance, some of these new virtual currencies follow the nature of a security as defined by Section 3.1 of the Securities Regulation Code (SRC) whereby a person invests money in a common enterprise and is led to expect profits primarily from the efforts of others. The same goes for the BCP Token where BCPAY, INC. seeks to use the money it gathered from the public to fund its purported project on the promise of profits. Hence, since what is being offered by BCPAY, INC. are securities, Section 8 of the SRC requires that all offers and sales of said securities must be duly registered with the Commission and BCPAY, INC. and/or its agents must have appropriate registration and/or license to offer and/or sell such securities to the public. However, based on our records, BCPAY, INC. is NOT AUTHORIZED to solicit, accept or take investments/placements from the public nor to issue investment contracts and other forms of securities defined under Section 3 of the SRC in the Philippines . BCPAY, INC. also has no brokers, account managers, agents, and/or representative that have appropriate registration and/or license to offer or sell such securities to the public . Its primary registration with the Commission does not carry with it the license to solicit investments from the public and that the issuance of a Certificate of Incorporation only grants an entity a juridical personality but it does not constitute an authority or license for the corporation to engage in activities that require a secondary license from the SEC . It also appears in our database that none of its above operators have the appropriate registration and/or license to offer and/or sell such securities to the public. BCPAY, INC. is NEITHER REGISTERED as a Virtual Asset Service Provider (VASP) with the Bangko Sentral ng Pilipinas (BSP) and DOES NOT HAVE A CORRESPONDING CERTIFICATE OF AUTHORITY as a Money Service Business (MSB) required under the Guidelines for Virtual Asset Service Providers (BSP Circular No. 1108, Series of 2021) . Further, BCPAY, INC. 's name DOES NOT APPEAR among those listed as registered MSBs as of January 2021 with the Anti-Money Laundering Council under the Anti-Money Laundering Act . With regard to BCPAY, INC. 's crypto decentralized lending platform, FastCash3k utilizing the domain " www.fastcash3k.com ," our database likewise shows that it is NOT REGISTERED with the Commission and is NOT INCLUDED in the list of SEC registered online lending platforms. The public is reminded that any offer or promise of ridiculous rates of return with little or no risk similar to what BCPAY, INC. is offering is an indication of a possible Ponzi Scheme where returns to early investors are likely to be paid out from the investments of new investors and not out of the companies' profits similar to those already flagged by the Commission as scams . Those engaged in such operation tend to close or to shut down operations once they cannot gather enough investments from new investors to fund their schemes. The public is again informed that the offering and sale of such securities in the form of investment contracts using the "Ponzi Scheme" is fraudulent and unsustainable and is NOT a registrable security . The Commission will NOT ISSUE a License to Sell Securities to the Public to persons or entities that are engaged in this business or scheme . Unregistered and/or unauthorized lending platforms like the FastCash3k are risky as well and should be avoided accordingly. Therefore, the public is advised NOT TO INVEST or STOP INVESTING on BCP Token and/or in any other scheme being offered by BCPAY, INC. and NOT TO BORROW nor to LEND MONEY to FastCash3k . Accordingly, the Commission warns all unscrupulous individuals and/or entities that strict penalties are imposed for violations of the Securities Regulation Code, the Revised Corporation Code, and such other rules and regulations enforced by the SEC . Those who act as salesmen, brokers, dealers or agents of unauthorized entities in selling or convincing people to invest in their investment scheme offered including solicitations and recruitment through the internet , may likewise be criminally prosecuted and penalized with a maximum fine of Five Million pesos (P5,000,000.00) or a penalty of Twenty-one (21) years of imprisonment or both pursuant to Sections 28 and 73 of the SRC. Similarly, those who invite or recruit others to join or invest in such venture or offer investment contracts or securities to the public may incur criminal liability, or otherwise be sanctioned or penalized accordingly as held by the Supreme Court in the case of SEC vs. Oudine Santos (G.R. No. 195542, 19 March 2014). The names of all those involved will also be reported to the Bureau of Internal Revenue (BIR) so that the appropriate penalties and/or taxes be assessed correspondingly. Should you have any information regarding any investment solicitation activity by any individual or group of individuals representing BCPAY, INC. , please send your report to the EIPD at [emailprotected] . For the guidance of the public. Pasay City, October 5, 2021.