SEC Facebook

Based on
reports and
information gathered by the Commission
,
the
people
behind
BCPAY FINANCIAL TECHNOLOGY, INC.
(
BCPAY
INC.
)
, namely
,
FRED
OLINE
“FRED”
BRUNO
and
VICTOR “
TROY
”
DENIA, together with MARCO
MENDOZA, ARVANN CARIAGA, JOHNRU CADAG, MARK MARI, and CLYDE
SANTOS are now doing business under the name
OUTRACE
“Play to Earn”
and are
again
soliciting investments in the Philippines
WITHOUT
THE NECESSARY
LICENSE AND/OR AUTHORITY
from the Commission
.
Apparently,
OUTRACE
promises desirous earnings for its players and
OUTRACE
$ORE
(
$ORE
) token holders alike by acquiring its in
–
game
Non
Fungible
Tokens or N
FTs on presale and purchasing
$ORE
beforehand through
Initial Coin
Offering
(ICO) at a significantly low price
on the pretext
that both will considerably
increase in value once the
$ORE
is listed on public exchanges.
For better
appreci
ation, below is
the
$ORE
’s purported
Tokenomics
as bolstered by
OUTRACE
which deems to be “
too good to be true
.
”
Recurrently
, we would again
emphasize that
a
s 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 project
s.
The US SEC in its investig
ative report in “The DAO” case
said that “securities
law may apply to various activities, including distributed ledger technology, depending
on particular facts and circumstances, without regard to the form of the organization
or technology used to effectuate a particular offer or sale
.”
Hence, d
epending 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 invest
s
money
in a comm
on enterprise and is led to expect profits primarily from the efforts of others.
Fitly
,
t
his is in the same vein with
the
$ORE
by
OUTRACE
whilst
utilizing the
NFT platform
as part of its scheme in order
to gather
fund
s from the public
to support
its
dubious
project on the promise of
lucrative
return
.
Ostensibly,
OUTRACE
is capitalizing on
the
current
popularity
and pliancy or
flexibility
of
the NFT application which is
now being devised by many
as an investment
platform
as well
akin to those
conventional mediums
of pooling capitals
by
allow
ing
users to buy, sell, and hold an array of funds or investments therefrom
in
the
guise
of
in
–
game characters, boosters,
commodities, and
various digital assets and
currencies.
In this light
, since what is
being offered by
OUTRACE
are securities
notwithstanding its
outward
ly
shady
attribute
,
Section 8 of the SRC requires t
hat all
offers and sales of
securities
as such
must be duly registered with the Commission
and that
the concerned entity
and/or its agents
must
have
the
appropriate registration
and/or license to
offer and/or
sell such securities to the public
.
However, based on our records,
OUTRACE
is
NOT
REGISTERED
with the
Commission
and is
NOT
AUTHORIZED
to solicit, accept or take
inve
stments/placements from the public nor to issue investment contracts and other
forms of securities defined under Section 3 of the
SRC
in the Philippines
.
Our records also show
that
OUTRACE
does not have any
brokers, account
managers,
agents,
and/or representative that
have appropriate registration and/or
license to
offer
and/
or
sell
such
securities to the public
.
OUTRACE
is
NEITHER
REGISTERED
a
s a Virtual Asset Service Provider
(VASP)
with the Bangko Sentral ng Pilipinas (BSP)
NOR
DOES
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)
Likewise, its name
DOES NOT
APPEAR
among those
list
ed as
registered
MSBs as of January 2021 with the Anti
–
Money Laundering Council
under the Anti
–
Money Laundering Act
, as amended
.
Considering the above
,
the
public is advised
NOT TO INVEST
or
STOP
INVESTING
i
n
$ORE
and
OUTRACE
and in all
other endeavors or
scheme
s
associated with
BCPAY INC
.
which is supposedly at work
behind herein despite the
earlier SEC Advisory issued against it for engaging in similar
unauthorized
deed.
The same goes for all
entities providing
and/or hosting
NFT applications that
are
similarly offering
non
–
registered
and/or illegal investment opportunities within and
without the country.
Repeatedly,
the public
is cautioned
that any offer or promise of ridiculous rate
s
of
return
with little or no risk similar to what
OUTRACE
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
.
T
hose 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 Commission is eagerly reminding the public
that
the offering and sale of
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 t
his business or scheme
.
Thus, e
veryone is warned
that
strict penalties are imposed for v
iolations of
the
Securities Regulation Code, the Revised Corporation Code, and such other
rules and regu
lation 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.
Equally
, those who invite or recruit others to join or invest in such venture
or
offer investment contracts or securities to the public may incur criminally 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 name
s of
all those involved will
be reported to the Bureau of Internal
Revenue (BIR)
as well
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
OUTRACE
or
those that are
linked with
BCPAY INC
.
, please send your report to the EIPD at
epd@sec.gov.ph
.
For the guidance of the public.
P
asay City, 04 January
2022