In re Pigdeals International Holdings, Inc.

March 15, 2021 ENFORCEMENT AND INVESTOR PROTECTION DEPARTMENT SEC EIPD Case No. 2021-3116 IN THE MATTER OF: PIGDEALS INTERNATIONAL HOLDINGS, INC. COMPANY REG. NO. CS201954184 FOR : Revocation of Certificate of Incorporation for Violation of the Revised CorporationCode of the Philippines in Relation to PresidentialDecree No. 902-A for Serious Misrepresentation as to what the Corporation can do to the Great Prejudice of or Damage to the General Public ORDER OF REVOCATION This refers to PIGDEALS INTERNATIONAL HOLDINGS, INC. ("PIGDEALS"), a corporation registered with the Commission on 26 July 2019 under Company Reg. No. CS201954184. Its principal office address is at Meralco Ave., Outlet 12 12/F Metrowalk Commercial Complex, San Antonio, City of Pasig, Second District, NCR, Philippines, 1605. Its primary purpose is: "PRIMARY PURPOSE To invest in, purchase, or otherwise acquire and own, hold, use, sell at wholesale, assign, transfer, mortgage, pledge, exchange, or otherwise dispose or real and personal property of every kind and description, including shares of stock, bonds, debentures, notes, evidences of indebtedness, and other securities or obligations of any corporation or corporations, associations, domestic or foreign, for whatever lawful purpose or purposes the same may have been organized and to pay thereof in money or by exchanging stocks, bonds, or other evidences of indebtedness or securities of this or any other corporation, stocks, bonds, debentures, contracts, or obligations, to receive, collect and dispose of interest, dividends, and income arising from such property; rights, powers and privileges ownership, including all voting powers of any stock so owned; provided it shall not act as stock broker or dealer in securities nor solicit, take, accept and/or issue investments and or investment contracts from public investors SECONDARY PURPOSE: 1. To borrow or raise money from not more than 19 lenders including its stockholders necessary to meet the financial requirements of its business by the issuance of bonds, promissory notes and other evidences of indebtedness, and to secure the repayment thereof by mortgage, pledge, deed of trust or lien upon the properties of the corporation or to issue pursuant to law shares of its capital stock, debentures and other evidences of indebtedness in payment for properties acquired by the corporation or for money borrowed in the prosecution of its lawful business; 2. To acquire, own, lease, except financial leasing develop, manage and operate agricultural lands, animal lands, ranches, poultry, hatchery and feedmill, and to engage in breeding, cross-breeding, laying eggs, raising, growing, pasturing, and selling and buying of various poultry, livestock and other agricultural products, and in the planting and cultivation of crops, orchards, groves and all types of agricultural or farm products, and Provided that the corporation shall not solicit, accept or take investments/placements from the public neither shall it issue investment contracts ." ( underscoring provided for emphasis ) The following are its incorporators with their respective representations: NAME Nationality Residence Subscribed Capital Stock Paid-Up Capital Stock Jane Ashley Velasco San Miguel Filipino 17 Antipolo St., Barangay 356 Santa Cruz, City of Manila, NCR, Philippines Php200,000.00 Php200,000.00 Rocky Manalo Gonzales Filipino 67 Chico St., West Kamias, Quezon City, Second District, NCR, Philippines Php200,000.00 Php200,000.00 Kenneth Carl Arguilles Villa Verde Filipino 67 Chico St., West Kamias, Quezon City, Second District, NCR, Philippines Php200,000.00 Php200,000.00 Dwayne Ramos Walberg Filipino 12 Edison St., Bel-Air City of Makati, Fourth District, NCR, Philippines Php200,000.00 Php200,000.00 Joel Parrucho Mapagdalita Filipino 318 Victory St., Vermont park, Mayamot City of Antipolo, Rizal, Region IV-A, Philippines Php200,000.00 Php200,000.00 This Department has received various queries/information regarding PIGDEALS' activities. Some of which we hereby quote verbatim: 1. "Good day! I would like to confirm if a certain company is SEC registered and if they have a secondary license to solicit investments from public or if the licensed is under process. Please see below: Company Name: PIGDEALS INTERNATIONAL HOLDINGS, INC. or PIGDEALS AGRIVENTURES INVESTMENT, INCORPORATED Certain individuals are claiming co-owners of the aforementioned company and they are convincing the general public thru social media (FB and FB messenger) to invest in their piggery business. The aforementioned company's investment scheme is somehow mirrored with ORGANICO AGRIBUSINESS VENTURES CORPORATION 's investment scheme which I am aware for a fact that SEC revoked their registration as the latter has been soliciting investments without prior secondary license. The investment scheme offered is same as 90-day challenge: You can invest a minimum of 1 piglet amounting to Php2,500. Piglet is raised by them and after 3 months, the investor will get the Php4,500. They also claimed that they are an official supplier of Monterey. They informed that the farm is situated in Sitio Cumba, Batangas and office address is located in Metrowalk, Pasig City. x x x"; 2. "Good day! Napanuod ko po ang Pigdeals International Holdings sa programang Swak na Swak ng ABS-CBN last Oct. 12, 2019. Nag-aalok ng investment ang Pigdeals na 2,500.00 pesos kada piglet at sa loob ng 90 days ay magiging 50%-80% ang kikitain ng pera na ipapasok mo sa kanilang kumpanya. Nakita ko po itong picture na ito sa FB page po nila na registered sila sa SEC. Gusto ko po sana malaman kung legit po ba na mag-alok sila ng isang investment sa mga tao na katulad ko po. x x x"; and 3. "x x x I am writing this to ask the legality of the Pigdeals Internatinal Holdings, Inc., is this company are registered in SEC? (see attached photo Certificate of Incorporation). Are they allowed for crowdfunding/investment scheme? (also attached photo for their investment scheme). The above information were positively verified by the EIPD in various posts in Facebook. Considering that PIGDEALS appear to be engaged in selling of investment contracts, the Department inquired with the Markets and Securities Regulation Department (MSRD), Corporate Governance and Finance Department (CGFD), and Company Registration and Monitoring Department (CRMD) to determine if PIGDEALS was issued or has a pending application for a permit to offer securities for sale. In reply to our query, the MSRD certified that: " CERTIFICATION This is to certify that as per records on file with the Markets and Securities Regulation Department, PIGDEALS INTERNATIONAL HOLDINGS, INC. has not registered any securities pursuant to Sections 8 and 12 of the Securities Regulation Code (SRC). Likewise, the Department has not issued a Permit to Sell securities in favor of PIGDEALS INTERNATIONAL HOLDINGS, INC. Further, said entity has not filed nor has any pending application for registration/permit to sell securities. This negative Certification is limited merely to registration of securities that are under the jurisdiction of this Department and does not cover registration of other securities under the jurisdiction of the Corporate Governance and Finance Department of this Commission. IN WITNESS WHEREOF, I have hereunto set my hand and caused the seal of this Commission to be affixed this 4th day of September 2019 at Roxas Boulevard, Pasay City, Philippines. (sgd.) VICENTE GRACIANO P. FELIZMENIO, JR. Director." while the CGFD certified that: " CERTIFICATION TO WHOM IT MAY CONCERN: This is to certify that based on records on file with this Commission PIGDEALS INTERNATIONAL HOLDINGS, INC. is not a registered issuer of mutual funds, exchange traded funds and proprietary/non-proprietary shares or membership certificates and timeshares pursuant to Sections 8 and 12 of the Securities Regulation Code and therefore not licensed to offer or sell such securities to the public. This certification is issued upon the request of Dir. Romuald C. Padilla of the Enforcement and Investor Protection Department for whatever purpose it may serve. IN WITNESS WHEREOF, I have hereunto set my hand and caused the seal of this Commission to be affixed this September 9, 2019 at Pasay City. (sgd.) RACHEL ESTHER J. GUMANTANG-REMALANTE Officer-in-Charge." Meanwhile, the CRMD certified that: " CERTIFICATION TO WHOM IT MAY CONCERN: THIS IS TO CERTIFY that as of 12 September 2019, records of Pigdeals International Holdings, Inc. with SEC No. CS201954184 on file with this Commission show that the Corporation was registered on July 26, 2019 with a term of existence of fifty (50) years. To date, no Amended Articles of Incorporation dissolving the corporation has been filed. Further, records of this Commission show that it has not been issued a secondary license as a Lending Company, Broker and/or Dealer of Securities, Dealer in Government Securities, Investment Adviser of an Investment Company, Investment House and Transfer Agent. Further, it has not filed nor has any pending application for a secondary license with this Department. This Certification is issued on the request of the Enforcement and Investor Protection Department (EIPD) for whatever purpose it may serve. IN WITNESS WHEREOF, I have hereunto set my hand and caused the seal of this Commission to be affixed to this certification at Secretariat Building, PICC Complex, Pasay City, Metro Manila, Philippines this 12th day of September 2019. GERARDO F. DEL ROSARIO Director (sgd.) By: DANIEL P. GABUYO Assistant Director Corporate Filing and Records Division." Thus, on 15 October 2019, this Department issued an Advisory informing the public that the registration of PIGDEALS INTERNATIONAL HOLDINGS, INC. with the SEC and PIGDEALS AGRIVENTURES HOG FARM TRADING with the DTI, DO NOT AUTHORIZE the said entities to offer, solicit, sell or distribute any investments/securities. Further, although PIGDEALS' secondary purpose pertain to operating agricultural lands, animal farms, ranches, poultry, hatchery and feedmills, and breeding, cross-breeding, laying eggs, raising, growing, pasturing, it does not have the necessary permit from the Bureau of Animal Industry (BAI). 1 As per Certification from Animal Feeds, Veterinary Drugs and Biologics Control Division of BAI, it categorically stated that: "This is in reference to the request of Mr. Romuald C. Padilla, Officer-in-Charge, Enforcement and Investor Protection Department, Securities and Exchange Commission on re: PIGDEALS INTERNATIONAL HOLDINGS CORPORATION, INC. As per record, the said entity have no record of registration or License-to-Operate from this Office." Thus, on 15 October 2019, this Commission issued an Advisory against PIGDEALS which reads, as follows: " SEC ADVISORY The Commission has received information that individuals or group of persons representing PIGDEALS INTERNATIONAL HOLDINGS, INC. under CEO Dwayne Ramos Walberg and President Rocky Gonzales Manalo and PIGDEALS AGRIVENTURES HOG FARM TRADING under Rocky Manalo Gonzales (Proprietor) are enticing the public to invest in the said entity online or through the internet. Based on the information communicated and gathered by the Commission, PIGDEALS INTERNATIONAL HOLDINGS, INC. and PIGDEALS AGRIVENTURES HOG FARM TRADING are engaged in an investment scheme by offering and selling their packages where for every Php2,500.00 invested, one piglet is raised and sold after 3 months and the investor gets his money back with the net profit of Php4,500 or 80% profit. The scheme presented as follows: The public is hereby informed that any offering to the public which involves investment of money in a common enterprise with the expectation of profits primarily from the efforts of others, constitutes an investment contract which is a form of securities that needs to be registered with the Commission. Thus, the public is hereby WARNED that selling or offering for sale of such investments are considered as selling or offering for sale of securities subject to the regulatory authority of this Commission. Per records of the Commission, PIGDEALS INTERNATIONAL HOLDINGS, INC. was registered as a corporation on 26 July 2019 under SEC Registration Number CS201954184, while PIGDEALS AGRIVENTURES HOG FARM TRADING was registered with the Department of Trade and Industry on 5 July 2019 under Business Name No. 1062684. However, the issuance of a Certificate of Incorporation only grants an entity juridical personality but does not constitute an authority or license for the corporation to engage in activities that require a secondary license from the SEC. Note that the registration of PIGDEALS INTERNATIONAL HOLDINGS, INC. with the SEC and PIGDEALS AGRIVENTURES HOG FARM TRADING with the DTI do NOT authorize the said entities to offer, solicit, sell or distribute any investment/securities . Such activities require a Secondary License from the Commission and the securities or investment product should likewise be registered with the SEC before they can be offered or sold to the public under Sections 8 and 12 of the Securities Regulation Code (SRC). As such, those who act as salesmen, brokers, dealers or agents of these companies in selling or convincing people to invest in the investment scheme being offered by these entities including solicitations and recruitment through the internet may be prosecuted and held criminally liable under Section 28 of the Securities Regulation Code and penalized with a maximum fine of Five Million pesos (P5,000,000.00) or penalty of twenty-one (21) years of imprisonment or both pursuant to Section 73 of the SRC . Hence, those who invite or recruit other people to join or invest in this venture or offer investment contracts or securities to the public may be held criminally liable or consequently sanctioned or penalized in accordance with the Supreme Court decision in the case of SEC vs. Oudine Santos (G.R. No. 195542, March 19, 2014). In view thereof, the public is hereby advised to exercise caution before investing in these kinds of activities and to take the necessary precaution in dealing PIGDEALS INTERNATIONAL HOLDINGS, INC. and PIGDEALS AGRIVENTURES HOG FARM TRADING or its representatives. Should you have any information regarding the operation of the subject entities, please call the Enforcement and Investor Protection Department at telephone numbers (02) 8818-6337. For the guidance of the public." Notably, the scheme of PIGDEALS is similar to that of Organico Agribusiness Ventures Corp. against whom this Commission has issued a Cease and Desist Order 2 that had become PERMANENT and whose Certificate of Registration/Incorporation had been REVOKED 3 with finality. Despite the public warning by this Commission, PIGDEALS did not bother to refute the issued Advisory against it. And upon the issuance of the SEC Advisory against it, PIGDEALS started to slow down with its business activity until eventually, by the latter part of 2019, it just abandoned its office in Metrowalk, Pasig City. On 11 November 2020, a Show Cause Order was issued against PIGDEALS addressed to the company's registered principal office address, stockholders-directors-incorporators namely Jane Ashley Velasco San Miguel, Rocky Manalo Gonzales, Kenneth Carl Arguilles Villaverde, Dwayne Ramos Walberg, and Joel Parrucho Mapagdalita directing the company to show cause why its Certificate of Incorporation should not be revoked for serious misrepresentation as to what the corporation can do or is doing to the great prejudice of or damage to the general public . However, said Show Cause Order was not served upon the registered principal office address of PIGDEALS since it has been abruptly vacated by it. On the other hand, Barangay 356, Zone 36, District III, Office of the Barangay Chairman certified that 17 Antipolo St., Brgy. 356, Santa Cruz, Manila the supposed address of incorporator, Jane Ashley Velasco San Miguel, does not exist in their barangay. Further, Barangay West Kamias, Tanggapan ng Punong Barangay certified that both Rocky Manalo Gonzales and Kenneth Carl Arguilles Villaverde who both represented that they are residents of 67 Chico St., West Kamias, Quezon City are not residents therein. Lastly, the purported address of Dwayne Ramos Walberg at 12 Edison St., Bel-Air, Makati City is a wrong address. We now resolve the instant proceedings on the basis of available evidence. Section 3.1 of the Securities Regulation Code (SRC) defines securities as: "3.1. "Securities" are shares, participation or interest 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: (a) Shares of stocks, bonds, 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 options 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." Investment contract on the other hand, is defined under SRC Rule 26.3.5 of the 2015 Implementing Rules and Regulations of the Securities Regulation Code (2015 SRC IRR) 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. 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." Further, the elements of an investment contract were enumerated in the case of Power Homes Unlimited Corporation vs. SEC which traces its roots from the case of SEC vs. Howey Co. and was later modified in the case of SEC vs. Glenn W. Turner Enterprises, Inc. as follows: A contract, transaction or scheme An investment of money A common enterprise Expectation of profits Profits arises primarily from the entrepreneurial and managerial efforts of others. Section 8, in relation to Section 12 of the SRC provide that: "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 to 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. "SEC. 12. Procedure for Registration of Securities. 12.1. All securities required to be registered under Subsection 8.1 shall be registered through the filing by the issuer in the main office of the Commission, of a sworn registration statement with respect to such securities, in such form and containing such information and documents as the Commission shall prescribe. The registration statement shall include any prospectus required or permitted to be delivered under Subsections 8.2, 8.3 and 8.4." Securities such as investment contracts as defined by the SRC and in relation to SRC Rule 26.3.5 of the 2015 SRC IRR must be registered before the same can be sold or offered for distribution to the public. As a form of security, investment contracts must be registered under Section 8 of the SRC before they can be sold or offered to the public. Rule 3.1.17 of the 2015 SRC IRR defined Public Offering as "any offering of securities to the public or to anyone, 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: "3.1.17.1. Publication in any newspaper, magazine or printed reading material which is distributed within the Philippines or any part thereof; 3.1.17.2. Presentation in any public or commercial place; 3.1.17.3. Advertisement or announcement on radio, television, telephone, electronic communications, information communication technology or any other forms of communication ; or 3.1.17.4. 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) On the other hand, a "Broker" is defined under Section 3.3. of the SRC as a person engaged in the business of buying and selling securities for the account of others, while 3.4 of SRC defined "Dealer" as any person who buys and sells securities for his/her own account in the ordinary course of business. "Salesman" is defined under 3.13 of the SRC as a natural person, employed as such or as an agent, by a dealer, issuer or broker to buy and sell securities. Consequently, Section 28 of the SRC provides that: "SEC. 28. Registration of Brokers, Dealers, Salesmen and Associated Persons . 28.1. No person shall engage in the business of buying or selling securities in the Philippines as a broker or dealer, or act as a salesman, or an associated person of any broker or dealer unless registered as such with the Commission." Thus, any person, without proper license from the Commission who acts as brokers, dealers or agents of a company selling or convincing people to invest in the investment scheme including solicitations or recruitment through the internet may likewise be prosecuted and held criminally liable under Section 28 of the SRC and penalized with a maximum fine of Five Million pesos (P5,000,000.00) or penalty of Twenty-One (21) years imprisonment or both pursuant to Section 73 of the SRC. In this particular case, the Department carefully examined the characteristics of the investments offered by PIGDEALS to determine if they satisfy the elements of an investment contract. In our evaluation, indeed, the elements of investment contracts are manifested in the investments being offered by PIGDEALS as follows: By investing in the company, the investor enters into a contract ; There is a placement of money consisting of Php2,500.00 where the investor is promised that such invested amount would earn a gross profit of Php5,000.00 after 3 months; The money invested is placed in a common enterprise ; The investors expect to derive profits as they are primarily attracted to join Pigdeals; and The investors expect to earn profits from the entrepreneurial and managerial efforts of others . It is important to emphasize that PIGDEALS, as a juridical person, is only allowed to exercise powers inherent to its corporate existence as provided in the Corporation Code of the Philippines and those conferred in its Articles of Incorporation (AOI). In other words, what a corporation can do is necessarily circumscribed by its primary purpose clause in its AOI. In PIGDEALS' AOI as approved by the Commission, it is clearly provided that the business of the subject company is: "PRIMARY PURPOSE To invest in, purchase, or otherwise acquire and own, hold, use, sell at wholesale, assign, transfer, mortgage, pledge, exchange, or otherwise dispose or real and personal property of every kind and description, including shares of stock, bonds, debentures, notes, evidences of indebtedness, and other securities or obligations of any corporation or corporations, associations, domestic or foreign, for whatever lawful purpose or purposes the same may have been organized and to pay thereof in money or by exchanging stocks, bonds, or other evidences of indebtedness or securities of this or any other corporation, stocks, bonds, debentures, contracts, or obligations, to receive, collect and dispose of interest, dividends, and income arising from such property; rights, powers and privileges ownership, including all voting powers of any stock so owned; provided it shall not act as stock broker or dealer in securities nor solicit, take, accept and/or issue investments and or investment contracts from public investors SECONDARY PURPOSE: 1. To borrow or raise money from not more than 19 lenders including its stockholders necessary to meet the financial requirements of its business by the issuance of bonds, promissory notes and other evidences of indebtedness, and to secure the repayment thereof by mortgage, pledge, deed of trust or lien upon the properties of the corporation or to issue pursuant to law shares of its capital stock, debentures and other evidences of indebtedness in payment for properties acquired by the corporation or for money borrowed in the prosecution of its lawful business; 2. To acquire, own, lease, except financial leasing develop, manage and operate agricultural lands, animal lands, ranches, poultry, hatchery and feedmill, and to engage in breeding, cross-breeding, laying eggs, raising, growing, pasturing, and selling and buying of various poultry, livestock and other agricultural products, and in the planting and cultivation of crops, orchards, groves and all types of agricultural or farm products, and Provided that the corporation shall not solicit, accept or take investments/placements from the public neither shall it issue investment contracts . " ( emphasis ours ) Particularly vile is the deceitful representation of PIGDEALS to the public that it has secured a secondary license from this Commission under the name of PIGDEALS INTERNATIONAL HOLDINGS, INC. and that its primary license is procured from the Department of Trade and Industry under the name of PIGDEALS AGRIVENTURES HOG FARMING TRADING. On the contrary, the Certificate of Incorporation of PIGDEALS expressly states: x x x "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 dealers (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 shares/club shares/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 ours) The purpose stated in the Articles of Incorporation need not set out with particularity the multitude of activities in which the corporation may engage. The effect of broad purposes or objects is to confer wide discretionary authority upon the directors and management of the corporation as to the kinds of business in which it may engage. However, dealings which are entirely irrelevant to the purposes are unauthorized and called ultra vires . The purpose clause of the articles of incorporation indicates the extent as well as the limitations of the powers which a corporation may exercise. To exacerbate matters, the scheme being offered by PIGDEALS is clearly in the nature of ponzi scheme 4 where the profits or payouts shall be taken from the incoming investor or additional pay-ins of existing members-investors considering that it does not have any underlying legitimate business from where it could source its promised return on investments to its investors. Such scheme is prohibited under Section 26 of the Securities Regulation Code, specifically provides for: "SEC. 26. Fraudulent Transactions . It shall be unlawful for any person, directly or indirectly, in connection with the purchase or sale any securities to: 26.1. Employ any device, scheme, or artifice to defraud; 26.2. Obtain money or property by means of any untrue statement of a material fact of any omission to state a material fact necessary in order to make the statement made, in the light of the circumstances under which they were made, not misleading; or 26.3. Engage in any act, transaction, practice or course of business which operates or would operate as a fraud or deceit upon any person." Finally, under Section 6 of Presidential Decree 902-A, the Commission has the power to suspend, or revoke, after proper notice and hearing, the franchise or certificate of registration or corporations, partnerships and associations, on the ground of serious misrepresentation as to what the corporation can do or is doing to the great prejudice of or damage to the general public. Under the 2016 Rules of Procedure of the Securities and Exchange Commission, the EIPD shall exercise authority over persons and entities, whether under the primary authority of other Operating Departments, involved in the following: xxx xxx xxx "1. Investigations and administrative actions involving the following: xxx xxx xxx c) Selling, offering or transacting unregistered securities by entities without secondary license; d) ultra vires acts committed in violation of the Corporation Code. 2. Petitions for revocation 5 of corporate registration in all cases, except those which fall under the original authority of CRMD; 3. Administrative actions for fraudulent transactions involving securities; 4. Administrative actions for all other violations under PD 902-A, except those cases which fall under the original authority of other Operating Departments; and 5. All other matters involving investor protection filed by the public, referred by self-regulatory organizations, or referred by other Operating Departments after initial evaluation or findings that there is a possible violation of laws, rules or regulations that the Commission implements but do not fall under their respective original authority." Further, SEC Admin Case No. 11-10-124 entitled In re: PHILBIO Renewable Energy Resources Corp. , promulgated on 27 April 2016 provides what constitute serious misrepresentation, to wit: "From the foregoing, it is indubitable that PHILBIO misrepresented itself to the public that it can solicit investments despite the fact that it is not one of the purposes of the corporation . Worse, it does not have a license to offer/sell securities . PHILBIO operates an investment-taking scheme which is therefore considered an ultra vires act . These constitute serious misrepresentation as to what the corporation can do or doing to the great prejudice to the general public." Considering that nowhere is it stated in the primary purpose of PIGDEALS that it is authorized to engage in the selling or offering for sale of securities to the public, its activity of selling or offering for sale of investments is considered an ultra vires act and therefore constitute serious misrepresentation. WHEREFORE , for violation of Section 44 of the Revised Corporation Code of the Philippines in relation to P.D. 902-A, the Certificate of Incorporation and the registration of PIGDEALS INTERNATIONAL HOLDINGS, INC. as a corporation is hereby REVOKED . Accordingly, let this Order be posted at the SEC website and attached by the Corporate Filing and Records Division of the Company Registration and Monitoring Department (CRMD) to the records of the corporation on file with the Commission. Further, the Information and Communications Technology Department (ICTD) of this Commission is likewise requested to enter the "revoked" status of subject corporation in the online database of the Commission. SO ORDERED. Pasay City, March 15, 2021. (SGD.) ATTY. OLIVER O. LEONARDO Officer-in-Charge Enforcement and Investor Protection Department Securities and Exchange Commission Footnotes 1. Revised Implementing Rules and Regulations of R.A. 8485 "The Animal Welfare Act of 1998" as amended by R.A. 10631. 2. https://www.sec.gov.ph/cdo-2019/organico-agribusiness-ventures-corp/; https://www.sec.gov.ph/resolution-2019/sec-cdo-case-no-04-19-047-in-re-organico-agribusiness-ventures-corp-eipd/ 3. https://www.sec.gov.ph/order-revocation-pr-2019/organico-agribusiness-ventures-corporation-eipd/; https://www.sec.gov.ph/decision-2019/sec-en-banc-case-no-08-19-462-in-the-matter-of-organico-agribusiness-ventures-corp/ . 4. A Ponzi scheme is an investment program that offers impossibly high returns and pays these returns to early investors out of the capital contributed by later investors. Named after Charles Ponzi who promoted the scheme in the 1920s, the original scheme involved the issuance of bonds which offered 50% interest in 45 days or a 100% profit if held for 90 days. Basically, Ponzi used the money he received from later investors to pay extravagant rates of return to early investors, thereby inducing more investors to place their money with him in the false hope of realizing this same extravagant rate of return themselves. (People of the Philippines v. Priscilla Balasa, et al., G.R. 106357, dated September 3, 1998) 5. Revocation refers to involuntary dissolution of corporate registration pursuant to Section 138 of the Revised Corporation Code.