The Court of Appeals (CA) affirmed the cease-and-desist order (CDO) issued by the Securities and Exchange Commission (SEC) against Superbreakthrough Enterprises Corp., also known as 1UP Time, for illegally soliciting investments from the public.
The Fifth Division of the CA, in a decision released on Feb. 11, 2025, rejected 1UP Time’s petition and ruled that the SEC did not abuse its power when it issued and made the CDO permanent.
The CA said the SEC could issue a CDO if two conditions were met: a proper investigation or verification was done, and it showed that the actions would harm investors or cause significant injury to the public.
“A review of the records shows that both requisites were present, thereby justifying the issuance of the CDO,” the CA said.
The CA also noted that the SEC conducted investigations before issuing the CDO, and 1UP Time was given due process.
The company was informed of the findings and given a chance to challenge the order. The company was also aware that its product packages were considered investment contracts.
The SEC issued the CDO in December 2023 against 1UP Time, its president Juluis Allan Nolasco, and its directors for illegally soliciting investments. The SEC made the CDO permanent in April 2024.
Based on SEC investigation, 1UP Time was found offering securities as investment contracts under the guise of selling product packages, without a secondary license from the SEC, the regulator said in a statement.
These packages, which included health, wellness, skincare and personal care products, were priced between P10,000 and P188,000, with promises of returns ranging from 25 percent to 35 percent in product discounts, recruitment bonuses and other incentives, the SEC said.
“As held by the SEC en banc, the evidence gathered by the SEC-EIPD showed that 1UP Time’s customers paid money to be placed in a binary system with the expectation of earning profits through the efforts of their recruits. Given this structure, the SEC en banc concluded that 1UP Time was, in reality, offering unregistered investment contracts to the public,” the CA said.
