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BRIEFER

ON RECENT
INVESTMENT
SCAMS

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TABLE OF CONTENTS
ORGANICO
00

ADA FARMS

ALMAMICO

RIGEN

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ORGANICO
I. QUICK FACTS
Organico Agribusiness Ventures Corp. (ORGANICO) is a
corporation registered with the Securities and Exchange
Commission on 8 May 2018.

The incorporators of ORGANICO are: Cerrone Roial Posas, Marve


Subere Posas, Renato Subong, Anthony Butaslac and Karen
Maasin.

The primary purpose of ORGANICO, as stated in its Articles of


Incorporation is “to engage in the business of operating a
commercial Hog, Livestocks and Farm Animal Raising Facility
and providing services.”

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The Certificate of Incorporation granted to
ORGANICO expressly states that “it shall not solicit,
accept or take investments/placements from the
public neither shall it issue investment contracts.”

ORGANICO, the unincorporated business in Ormoc


City is the same as ORGANICO in Quezon City.

The ORGANICO, online entity, is the same as


ORGANICO, the respondent corporation.

Ron Gacason Pos, the administrator of ORGANICO


Facebook group is the same as Cerrone Roial G.
Posas, the founder of ORGANICO respondent
corporation.

The arrangement between KAPA and its


members partakes of an investment contract,
in particular, whereby a person invests his
money in a common enterprise and is led to
expect profits from the effort of others.

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II. INVESTMENT
SCHEMES
ORGANICO IS AN INVESTMENT
CONTRACT
An Investment Contract is a contract, transaction or
scheme whereby a person invests money in a
common enterprise and is led to expect profits from
the effort of others
The Investment Scheme of ORGANICO:
“A prospective investor must invest in at least 10
shares, 1 share amounting to P1,800.00 or for every
P3,600.00 investment, one piglet is raised and sold
after 3 months and the investor gets his money back
with profit for a total of P7,000.00.”
a.
b. The arrangement between ORGANICO and its
members partakes of an investment contract,
satisfying the four elements laid down in the decision
of the Supreme Court in the case of Power Homes
Unlimited Corporation vs. Securities and Exchange
Commission (G.R. No. 164182, 28 February 2008
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THE FOLLOWING ILLUSTRATION SHOWS HOW ORGANICO’s INVESTMENTS CHEME
SATISFIES THE ELEMENTS OF AN INVESTMENT CONTRACT

2. COMMON ENTERPRISE
The common enterprise is the supposedly
piggery managed by ORGANICO

1. INVESTMENT OF MONEY 3. EXPECTATION OF PROFIT


In ORGANICO, the money invested is INVESTMENT ORGANICO's investors expect to be
the "pay-in" (P3,600.00), supposedly to CONTRACT paid-back P7,000.00 after 3 months.
buy a pig.

4. PRIMARILY FROM THE EFFORTS OF OTHERS


ORGANICO will exert all effort supposedly to raise/sell a pig,
while investors do nothing.
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ORGANICO’s INVESTMENT CONTRACTS ARE
SECURITIES

Securities are shares, participation or interests in a corporation or in a


commercial enterprise or profit making venture ad evidenced by a certificate,
contract, instrument, whether written or electronic in character (Section 3.1,
Securities and Regulation Code).
In ORGANICO, the securities are investment contracts, which are particpation
in a profit-making venture (e.g. piggery where ORGANICO will do the hog-
raising), evidenced by instruments in written (e.g. “Invest, Wait, and Earn”
document) or elctronic form.
Section 8 of the Securities Regulation Code provides: “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.”
The Certifications issued by SEC MSRD, CGFD and CRMD states that ORGANICO
does not possess the requisite secondary license to sell or offer to sell
securities to the public. Moreover, there is no record that ORGANICO has ever
applied for a secondary license.
Hence, the unregistered public offering investment contracts by ORGANICO is
in violation of Sections 8 and 12 of the SRC.

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III.CHRONOLOGY OF EVENTS
• Enforcement and Investor Protection Department
(EIPD) received information through the
2 NOVEMBER Commission’s i-Message Mo facility reporting that
2017 “ORGANICO AGRIBUSINESS VENTURE is promising
high return of interest rate and that it does not have
any legal documents.”

• The EIPD requested from the Company Registration


22 NOVEMBER
and Monitoring Department (CRMD) a confirmation
2017 on whether ORGANICO is an SEC-registered entity.

24 November • EIPD requested the SEC-Cebu Extension Office (SEC-


2017 CEO) to conduct an investigation of ORGANICO

14 December • CRMD certified that ORGANICO is not registered


2017 neither as a corporation nor as a partnership

• Based on its ocular inspection, SEC - CEO disclosed


19 February that ORGANICO occupies office at UN Bldg. Alegria,
2018 Ormoc City.

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• An investigation was conducted by SEC-CEO on 20
February 2018 at Copenhagen East Building,
20 February Mandaue City where Organico Builder (a construction
2018 business), one of the business ventures funded by the
investments, is located.

• EIPD requested cerfitifications from MSRD and


Corporate Governance and Finance Department
(CFGD) whether: whether: (1) respondent ORGANICO
has applied for and/or obtained a secondary license
26 March to offer or issue securities to the public pursuant to
2018 Sections 8 and 12 of the Securities Regulation Code
(SRC); and (2) respondent ORGANICO is a registered
issuer of mutual funds including exchange traded
funds, membership certificates, and time shares,
respectively

27 March
• MSRD issued a Negative Certification
2018

21 May • A public advisory was posted by the Commission


against ORGANICO, stating that it is not authorized
2018 to offer, sell or distribute any investment/securities.

8 MAY • ORGANICO was incorporated. However, it did not


2018 apply for registration as an issuer of securities.

• ORGANICO wrote through counseld that: (1) it had


7 JUNE already incorporated; and (2) the SEC advisory should
2018 be lifted because it is not soliciting investments from
the public

29 JUNE • The EIPD denied the request to lift because


ORGANICO was not able to prove that it was no
2018 Page 9 of 13investments from the public.
longer soliciting
29 JUNE • EIPD denied the request to lift because ORGANICO
was not able to prove that it was no longer soliciting
2018 investments from the public

2 JULY • EIPD obtain a second set of Negative Certifications


2018 from the MSRD and CFGD

25 JULY • CRMD confirmed that ORGANICO did not have a


2018 secondary license

• Bureau of Animal Registry certified that ORGANICO


11 OCTOBER does not have the necesarry permit to operate a hog
2018 farm (i.e. its primary purpose)

• EIPD issued a Show Cause Order to ORGANICO,


9 AUGUST directing it to file an Answer as to why it should not
be revoked for Serious Misrepresentation as to what
2018 the corporation can do or is doing to the great
prejudice of damage to the public

23 OCOTBER • EIPD received ORGANICO's answer, which merely


2018 described the growth of ORGANIO as a piggery.

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7 NOVEMBER • ORGANICO amended the purpose clause in its
2018 Articles of Incorporation

• EIPD Obtained a Certification form the Business


12 NOVEMBER Permits, Licensing and Franchasing Office (BPLO) of
2018 Ormoc City that ORGANICO, even after incorporation,
di not have a business permit to operate a piggery

• Cooperative Development Authority (CDA) publised a


23 NOVEMBER
CDA advisory stating that ORGANICO has not filed any
2018 application to register as a cooperative

4 DECEMBER • EIPD conducted an ocular inspection at the alleged


2018 ORGANICO office in Quezon City

• EIPD obtained Affidavit of certain Ronalyn G. De


Loyola, an investor/member of ORGANICO, which
states that: 1) She was invited to invest an mount of
P3,600.00 with a guaranteed payback of P6,000.00 2)
She was added to the closed group chat exclusively
21 DECEMBER
for ORGANICO 3) Facebook group of ORGANICO has
2018 20, 703 members 4) She was able to see the MOA
sent by Karen Camacho 5) Ron Posas, ORGANICO's
president, is also a member of the Facebook secret
group, and 6) There is referral bonus of P140.00 for
every investment of P3,600.00

XXX • SEC issues Cease and Desist Order against ORGANICO

XXX • SEC issues Order of Revocation against ORGANICO

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ADA FARMS
I. QUICK FACTS
ADA FARM AGRI VENTURES (“ADA FARM”) is not registered with
the Commission as a corporation or partnership and is not
authorize to offer, solicit, sell or distribute any
investment/securities.
ADA FARM entices the public to invest by purchasing a minimum
of ten (10) chicks worth P500.00 with a guaranteed profit of 80%
in 60 days.

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VISIT US CALL US
SEC MAIN OFFICE
Secretariat Building, PICC Complex, ENFORCEMENT AND INVESTOR PROTECTION
Roxas Blvd., Pasay City DEPARTMENT
Telephone No.:(+632) 818-0923 Trunk Line: 818-0921
Local Nos.: 249, 273, 281, 314,
BAGUIO CITY EXTENSION OFFICE Direct: (+632) 818-5324; 818-1898; 818-6047
3/F Newtown Square,

EMAIL US
Navy Base Road, Baguio City
Telephone Nos.: (074) 442-8170; 442-8171

TARLAC CITY EXTENSION OFFICE


You may send your messages via email at:
2F Legislative Bldg., Tarlac City
imessagemo@sec.gov.ph
Telephone Nos.: (045) 491-0140; 491-0142

LEGAZPI CITY EXTENSION OFFICE


nd
2 Floor, Chiniel (Avon) Bldg.
Rizal St. Albay District, Legazpi City
Telephone No.: (052) 480-8272

CEBU CITY EXTENSION OFFICE


SEC Bldg. V. Rama Ave., Guadalupe, Cebu City
Telephone Nos.: (032) 253-5337; 253-6987

BACOLOD CITY EXTENSION OFFICE


P. Hernaez St. Extension, Brgy. Taculing
Bacolod City
Telephone No.: (034) 445-5714
ILOILO CITY EXTENSION OFFICE
SEC Bldg. Gen. Hughes St., Iloilo City
Telephone Nos.: (033) 337-9984; 335-0025
MAG-INGAT
SA SCAM!
CAGAYAN DE ORO CITY EXTENSION OFFICE
th
SEC Bldg. Corner 14 and Tomasaco Del Lara Sts.
Cagayan De Oro City
Telephone Nos.: (088) 857-4325;
(08822) 726-948 (Samsung)

DAVAO CITY EXTENSION OFFICE


SDC Bldg., Purok 13, Maa Road, Brgy. Maa
Davao City
Telephone Nos.: (082) 298-2170; 298-1893
ZAMBOANGA CITY EXTENSION OFFICE
San Jose Panigayan St. Page 13 of 13
Zamboanga City
Telephone Nos.: (062) 991-7163; 993-1437

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