SEC Facebook

The
Securities and Exchange
Commission has
discovered
that
TOGACHAT ACADEMY PHILIPPINES
still continues to operate under new company named
EOSTRE BERHAD
despite the issuance by the Commission of an Advisory, Cease
and Desist Order and Order of Revocation against it.
Based on the information gathered, the new company
introduce
d
new products
namely,
ostre Quantum Disc
,
Eostre Vitality Pendant
and
Eostre Sanare Mattress
and incorporated them to their
marketing scheme to
lend a semblance of legitimacy to
its operations.
MARKETING PLAN/AGENT PLAN
Eostre Berhad
Credit (EBC) will be converted into Eostre Berhad Points (EBP)
subject to the following scheme:
1.
A member will receive 50% EBP upon recruit
ment
of one person (depends on
the availed package).
The EBP e
arned will be deducted from a member’s
EBC whi
ch can
be used to
purchase a stock of Toga Limited or can be cashed out immediately.
o
e.g.
–
if one avails a package of Gold, he/she will receive its
corresponding EBC and if his recruit avails
of
a gold package, the former
shall receive EBP equivalent
to 50% of the points value of the gold
package. In which case
, 450 EBP will be deducted from
his/her 3,000
EBC. Also, the 450 EBP can
be used to
purchase a stock of Toga
Limited or can be cash
ed
out immediately. The maximum EBP one can
earn is equivalent to his/her EBC.
2.
Pairing Bonus
–
a member will earn for every
pair in the binary structure. T
he
percentage is based on
his
rank or the package
he
avail
ed of
. The commission is
divided into two
: a) EBP (90%)
; and
b) Yipps (10%).
Yipps
–
the virtual reward points that can be redeemed in transactions
conducted through the Yippi app
.
Yippi is Toga Limited’s social me
ssaging
app
which
focuses on entertainment and security
.
3.
Leadership Bonus is computed on the accumulated pairing bonus/sales in a
calendar month. The percentage will be based on the investor’s rank. The commission
is divided into two: a) EBP (90%)
; and
b) Yipps (10%).
Source:
https://www.facebook.com/groups/235504730847240
I
t appears that
TOGACHAT/EOSTRE BERHAD
is engaged in the indirect
selling of Toga Limited shares thru conversion of
Eostre Berhad Points
into
Toga
Limited shares. While the distribution is channeled thru conversion, the same still
constitute
s
offering
and selling
of shares
to the
public as the essence of the law is to
regulate the securities being distributed in the public within the Philippi
nes.
On the other hand, the compensation plan of EOSTRE BERHAD is essentially
the same as that of Togachat Academy which the Commission found to be an offering
of securities in the nature of investment contract, i.e., purchase of packages with
correspon
ding credits (Toga Credits now called Eostre Berhad Credits) with a chance
to earn 50% points (Toga Points, now Eostre Berhad Points) upon recruitment of
another person
–
points depends upon the type of package purchased by the recruit
–
–
which can be use
d to either purchase Toga Limited shares or be encashed with
further opportunities of earning with pairing and leadership bonuses.
As mentioned,
TOGACHAT ACADEMY PHILIPPINES
’s registration as
a corporation has already been revoked.
I
t is
no
t authorized to solicit
investments from the public
as it did not secure prior registration and/or license to
solicit investments from the Commission as prescribed under Section 8 and 28 of the
SRC. On the other hand,
EOSTRE BERHAD
is not registered with t
he Commission
as a
partnership or as a corporation and
is
also
not authorized to solicit investments
from the public
.
O
n
01 April 2019,
in
In the Matter of Inner Systems, Inc. and
Toga Capital
Limited
(Admin. Proc. File No. 3
–
118666), the US SEC declared that for failure of both
companies as registered issuers of securities to file for two years or more their
quarterly and annual reports, it is necessary and appropriate for the protection of
investors
to revoke the registration of all classes of securities.
In an earlier Order
Instituting Proceedings, the US SEC has found out that Toga Capital Limited is a
revoked Nevada corporation located in Kuala Lumpur, Malaysia.
On the other hand, Ba
nk Negara of Malaysia (Malaysian Central Bank) has
come out in 28 August 2017 with an updated Financial Consumer Alert (List of
unauthorized companies and websites which are neither authorized or approved under
relevant laws and regulations administered by
BNM) which specifically includes Toga
Limited’s parent,
TOGA CAPITAL SDN BHD
and
TOGA COMPANY LIMITED
itself.
Before launching its TogaChat Points investment opportunity, Toga Limited was
operating a binary options investment scheme.
Accordingly, t
hose who act as salesmen, brokers, dealers or agents of
TOGACHAT ACADEMY PHILIPPINES
in selling or
convincing people to invest in their investment schemes including solicitation or
recruitment through the internet may likewise be prosec
uted, held criminally liable and
penalized with a maximum fine of Five Million Pesos (Php5,000,000.00) or a maximum
penalty of Twenty
–
One (21) years of imprisonment or both pursuant to Section 73 of
the SRC (
SEC vs. Oudine Santos (G.R. No. 195542, 19 March
2014
).
Furthermore, the names of all those involved will be reported to the Bureau of
Internal Revenue so that the appropriate penalties and/or taxes will be correspondingly
assessed.
The public is advised
NOT TO INVEST
or
STOP INVESTING
in any investment
scheme being offered by any individual or group of persons allegedly for or on behalf
of
TOGACHAT ACADEMY PHILIPPINES
and to exercise
caution in dealing with any individuals or group of persons soliciting investments f
or
and on behalf of it.
The Commission urges anyone who has knowledge or information about any
business transaction
of
TOGACHAT ACADEMY PHILIPPINES
and/or its agents
to report such activity
to
the Enforcement and Investor
Protection De
partment at
[email protected]
.
For the guidance of the public
.
Pasay City, 08 June 2021