Praetorian Group International Trading, Inc.

September 16, 2021 ENFORCEMENT AND INVESTOR PROTECTION DEPARTMENT SEC ADVISORY This Advisory is prompted by numerous reports and information collated by the Commission, concerning individuals or group of persons enticing the public via Facebook application to invest in PRAETORIAN GROUP INTERNATIONAL TRADING, INC. Based on its Certificate of Incorporation, PRAETORIAN GROUP INTERNATIONAL TRADING, INC. ( PGI for brevity) was registered on December 9, 2020. As shown above and displayed online by its followers, PGI is engaged in the business of selling, distributing, marketing, import and export at wholesale and retail as may be permitted by law all kinds of commodities, wares and merchandise of every kind and description. They also offer cryptocurrency trading and a variety of health products. RV Palafox, a Filipino, multi-level marketer, and a registered nurse by profession is the founder and former Chief Executive Officer (CEO) of PGI/Praetorian Global Network . On September 1, 2021 due to client withdrawal issues, Palafox claims to have stepped down and Helen L. Graham took over PGI's helm. PGI's Facebook page is managed by three persons, namely: Claire Wilkinson, Bashir Bala Saulawa and a third person who uses PGI Global Network as his account name. PGI's main office is allegedly located at London, United Kingdom of Great Britain with other corporate offices situated at USA, Philippines, Singapore, Estonia, Nigeria and South Africa. As posted in its Facebook page there are several ways to join and invest with PGI . First , you must attend the scheduled Zoom meeting; Second , contact the person who invited you; Third , get a referral link; Fourth , select a package and purchase the amount that suits your budget; and Fifth , share the opportunity and teach your members to do the same. Once registered, there are six ways to earn in PGI . To wit: (1) Passive income of 0.5% to 3.0% daily or a 15% to 90% return monthly or 1.080% annually ; (2) Direct Referral ; (3) Binary Bonus ; (4) Boost up Bonus ; (5) Renewal Bonus and (6) Career plan . The investment contract shall expire within 365 days or upon achievement of 200% profit whichever comes first, with an option for renewal. To earn more, an investor must upgrade his package. In connection to the aforementioned earnings PGI charges an annual software fee in the amount of $19 US dollars. As seen above, the collective acts of PGI of both offering and inviting the public through social media to invest in their enterprise amounts to offering securities in the form of investment contracts, as investors need not exert any effort other than to invest or place money in their scheme in order to earn profit. An investment contract exists when there is an investment or placement of money in a common enterprise with a reasonable expectation of profits to be derived from the efforts of others which is glaring in PGI's plan of action. Although registered with the Commission as a corporation, such registration only grants PGI a juridical personality. However, PGI OPERATES WITHOUT THE NECESSARY LICENSE AND/OR AUTHORITY 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 Securities Regulation Code (SRC) . Similarly, PGI is not a registered Virtual Asset Service Provider (VASP) with the Bangko Sentral ng Pilipinas and does not have a corresponding Certificate of Authority as a Money Service Business as required under Circular No. 1108, series of 2021 or the Guidelines for Virtual Asset Service Providers . Furthermore, the scheme employed by PGI clearly shows indication of a possible "Ponzi Scheme" where monies from new investors are used in paying "fake profits" to prior investors and is designed mainly to favor its top recruiters and prior risk takers and is detrimental to subsequent members in case of scarcity of new investors. Hence, the public is advised NOT TO INVEST or STOP INVESTING in any scheme offered by PGI or such other entities engaged in smart contracts and virtual asset trading that are not registered with the Commission and the BSP. The public is again reminded that investing in such an unregulated entity lacks investor protection because it is not covered by prudential and market conduct requirements applicable to licensed and authorized operations. 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 Commission . Those who act as salesmen, brokers, dealers or agents of such unauthorized entities like the operators of the FB Page of PGI 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 . In the same manner, those who invite or recruit others to join or invest in such venture or offer investment contracts or securities to the public similar to PGI and the operators of PGI 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 PGI , please send your report to the EIPD at [emailprotected]. For the guidance of the public. Pasay City, September 16, 2021.