The Securities and Exchange Commission (SEC) has issued a cease and desist order against Nego Food Solution Corp.—operator of the Takoyadon Japanese restaurant chain—and several individuals for illegally soliciting investments from the public.
Named in the order are Nego Food, along with Noel B. Andres, Marko/Mark Marquez, and Celyn/Jocelyn Manzanero.
The SEC launched action after receiving reports that Nego Food was offering co-ownership agreements to the public. Under the scheme, investors paid a one-time non-refundable fee of P99,000 intended for SMNV Project Food Corp. These funds were then used by Nego Food for its restaurant operations. Additional monthly charges included a 3 percent management fee and a 4 percent system and marketing fee, both based on gross sales. Investors were promised a share of net profits, while also bearing a share of losses, but retained no role in business decision-making—Nego Food kept full control over all operations.
The commission determined the arrangement constitutes the sale of unregistered securities. It cited four key factors: members of the public invested money; funds were pooled into a common enterprise; investors clearly expected profits; and returns depended entirely on the company’s management efforts rather than investor input. Nego Food also promoted the unregistered offering widely through social media, qualifying it as an unlawful public solicitation.
This regulatory move underscores the SEC’s commitment to protecting the public from unregistered investment products that bypass legal safeguards. The agency warned that it will pursue appropriate administrative and criminal proceedings against any individuals or entities acting as agents, brokers, solicitors, or promoters for such unauthorized schemes.
