THE Securities and Exchange Commission (SEC) has ordered two entities, Uptrade Alliance and Nego Food Solution Corp., to stop offering and selling unregistered securities, citing alleged violations of securities laws.
In separate cease-and-desist orders, the SEC’s Enforcement and Investor Protection Department (EIPD) found prima facie evidence that the two entities had solicited investments without the required registration or licenses.
In an order promulgated on Aug. 27, the EIPD directed Uptrade Alliance and those acting on its behalf to immediately stop offering or selling investment contracts and shut down online accounts promoting the scheme.
The SEC said Uptrade Alliance was not registered as a corporation or partnership. Based on the regulator’s online monitoring, the entity offered investment plans starting at P300, P500 and P1,000, with guaranteed returns of 12 percent after five days, 35 percent after 10 days, and 60 percent after 15 days.
It also promised referral commissions ranging from 3 to 5 percent, promoting the scheme through Facebook pages and groups, including claims involving an automated trading bot.
The EIPD classified the scheme as an offering of investment contracts because participants placed money in a common enterprise and expected to earn profits primarily through the efforts of others.
SEC records showed that Uptrade Alliance had neither registered securities nor obtained a license to sell them.
The SEC also said the entity appeared to operate an online platform that purportedly used an “AI Bot Chain” for crypto-asset activities. Investors could deposit funds and follow supposed trading signals or strategies.
Such operations could be considered crypto-asset services or a crypto-asset trading venue subject to regulation, the SEC added.
In a separate order dated Aug. 24, the EIPD directed Nego Food, Noel B. Andres, a certain Marko or Mark Marquez, Celyn or Jocelyn Manzanero and others acting on their behalf to stop selling unregistered securities.
The case involved a purported “co-ownership” program for Takoyadon food outlets. Under agreements reviewed by the SEC, investors could acquire interests in stores while Nego Food retained full control over management and operations.
One agreement required a P750,000 contribution for a 10-percent interest in a business and a corresponding share of its profits. The EIPD cited a total investment of P849,000 in its findings.
Although Nego Food is registered with the SEC, it has no secondary license to solicit investments. Its certificate of incorporation also expressly prohibits it from accepting investments from the public or issuing investment contracts, the regulator said.
Both entities were ordered to stop their online promotions and were barred from transferring assets or conducting transactions involving funds in banks without SEC approval.
The respondents may file verified motions to lift the orders within five days of receiving them or their publication on the SEC website, whichever comes first.
