In the Matter of Phil-Asia Care Plans, Inc.

December 12, 2016 SEC ADMINISTRATIVE CASE NO. 10-09-109 IN THE MATTER OF PHIL-ASIA CARE PLANS, INC. ENFORCEMENT AND INVESTOR PROTECTION DEPARTMENT (formerly ENFORCEMENT AND PROSECUTION DEPARTMENT) , petitioner . FOR : Revocation of Corporate Registration ORDER On 26 July 2016, Summonses were issued to the following respondents to be served at their respective addresses indicated in the latest General Information Sheet on file with the Commission, to wit: PHIL-ASIA CARE PLANS, INC. Unit 1602 16/F Summit I Building, 530 Shaw Blvd., Mandaluyong City. VICENTE R. AFULUGENCIA No. 6, Mapalo Drive, Sierra Monte Chairman of the Board of Directors/ Villas, Batasan Hills, Quezon City. General Manager PHIL-ASIA CARE PLANS, INC. JOJI T. AFULUGENCIA No. 49, Eagle St., Sto. Nio Village, Vice President/Treasurer Bgy. Banilad, Cebu City. PHIL-ASIA CARE PLANS, INC. FRANCIS T. AFULUGENCIA No. 6, Mapalo Drive, Sierra Monte Executive Vice-President of Operations Villas, Batasan Hills, Quezon City. PHIL-ASIA CARE PLANS, INC. PAULO VICENTE T. AFULUGENCIA No. 49, Eagle St., Sto. Nio Village, Member of the Board of Directors Bgy. Banilad, Cebu City. PHIL-ASIA CARE PLANS, INC. LOUIE EMERSON T. AFULUGENCIA No. 49, Eagle St., Sto. Nio Village, Member of the Board of Directors Bgy. Banilad, Cebu City. PHIL-ASIA CARE PLANS, INC. GEORGE T. AFULUGENCIA No. 49, Eagle St., Sto. Nio Village, Member of the Board of Directors Bgy. Banilad, Cebu City. PHIL-ASIA CARE PLANS, INC. JOSE MARIE T. AFULUGENCIA No. 49, Eagle St., Sto. Nio Village, Member of the Board of Directors Bgy. Banilad, Cebu City. PHIL-ASIA CARE PLANS, INC. ATTY. EMILIANO DELIVERIO No. 49, Eagle St., Sto. Nio Village, Corporate Secretary Bgy. Banilad, Cebu City. PHIL-ASIA CARE PLANS, INC. TEODOLFO A. REGENTE No. 6, Mapalo Drive, Sierra Monte Manager, Collection Department Villas, Batasan Hills, Quezon City. PHIL-ASIA CARE PLANS, INC. However, said summonses were returned unserved on the ground that the foregoing respondents were either not residing in their indicated addresses or had already moved-out. Thus, on 29 November 2016, Petitioner filed a Motion (For Leave to Effect Summons by Publication), dated 15 November 2016, citing the aforesaid grounds and, averring further, that the whereabouts of the respondents can no longer be located despite diligent inquiry. Section 4-9, Rule IV of the 2006 Rules of Procedure of the Commission (2006 Rules) states that service of summons may be effected by publication if the address of respondent is unknown or, even if known, his whereabouts cannot be ascertained by diligent inquiry. Considering the foregoing, and the fact that this Petition was filed in behalf of the Commission, service by publication under Section 4-9, Rule IV of the 2006 Rules is justified. WHEREFORE , let the SUMMONS , dated 26 July 2016, together with this ORDER and a copy of the PETITION FOR REVOCATION OF CORPORATE REGISTRATION , dated 21 October 2009, be immediately posted in the Commission's website ( www.sec.gov.ph ) for thirty (30) days, and be published once in a newspaper of general circulation. Respondents are hereby ORDERED to enter their appearance in the above-entitled case, and to file their Answer to the Petition within thirty (30) days from the date of last publication. Accordingly, all publication expenses shall be borne by the Petitioner. SO ORDERED. Pasay City, Philippines, December 12, 2016. By authority of the Commission: (SGD.) CAMILO S. CORREA General Counsel SEC Admin Case No. 10-09-109 For: Revocation of Corporate Registration In the matter of: PHIL-ASIA CARE PLANS, INC. ENFORCEMENT AND INVESTOR PROTECTION DEPARTMENT (formerly ENFORCEMENT AND PROSECUTION DEPARTMENT), Petitioner. SUMMONS TO: PHIL-ASIA CARE PLANS, INC. Unit 1602 16/F Summit I Building, 530 Shaw Blvd., Mandaluyong City. VICENTE R. AFULUGENCIA No. 6, Mapalo Drive, Sierra Monte Chairman of the Board of Directors/ Villas, Batasan Hills, Quezon City. General Manager PHIL-ASIA CARE PLANS, INC. JOJI T. AFULUGENCIA No. 49, Eagle St., Sto. Nio Village, Vice President/Treasurer Bgy. Banilad, Cebu City. PHIL-ASIA CARE PLANS, INC. FRANCIS T. AFULUGENCIA No. 6, Mapalo Drive, Sierra Monte Executive Vice-President of Operations Villas, Batasan Hills, Quezon City. PHIL-ASIA CARE PLANS, INC. PAULO VICENTE T. AFULUGENCIA No. 49, Eagle St., Sto. Nio Village, Member of the Board of Directors Bgy. Banilad, Cebu City. PHIL-ASIA CARE PLANS, INC. LOUIE EMERSON T. AFULUGENCIA No. 49, Eagle St., Sto. Nio Village, Member of the Board of Directors Bgy. Banilad, Cebu City. PHIL-ASIA CARE PLANS, INC. GEORGE T. AFULUGENCIA No. 49, Eagle St., Sto. Nio Village, Member of the Board of Directors Bgy. Banilad, Cebu City. PHIL-ASIA CARE PLANS, INC. JOSE MARIE T. AFULUGENCIA No. 49, Eagle St., Sto. Nio Village, Member of the Board of Directors Bgy. Banilad, Cebu City. PHIL-ASIA CARE PLANS, INC. ATTY. EMILIANO DELIVERIO No. 49, Eagle St., Sto. Nio Village, Corporate Secretary Bgy. Banilad, Cebu City. PHIL-ASIA CARE PLANS, INC. TEODOLFO A. REGENTE No. 6, Mapalo Drive, Sierra Monte Manager, Collection Department Villas, Batasan Hills, Quezon City. PHIL-ASIA CARE PLANS, INC. GREETINGS : You are hereby ORDERED to enter your appearance in the above-entitled case, and to file your Answer to the attached Petition within fifteen (15) days from receipt of this Summons, and serve a copy thereof to Petitioner Enforcement and Investor Protection Department (formerly Enforcement and Prosecution Department) within the same period. Be advised to include in your Answer affidavits of witnesses and documentary evidence, if any. The copy of your Answer filed with the Commission should contain proof of service to the Petitioner. If you fail to file your Answer within the prescribed period, a judgment by default may be rendered in favor of the Petitioner and the reliefs applied for may be granted. SO ORDERED. Pasay City, Philippines, July 26, 2016. (SGD.) CAMILO S. CORREA General Counsel SEC Administrative Case No. 10-09-109 In the Matter of PHIL-ASIA CARE PLANS, INC. ENFORCEMENT AND PROSECUTION DEPARTMENT Petitioner. PETITION (For Revocation of Corporate Registration) Petitioner Enforcement and Prosecution Department ("EPD", for brevity), through the undersigned counsels, most respectfully states that: I THE PARTIES 1. Petitioner EPD, then Compliance and Enforcement Department ("CED") is a department of the Securities and Exchange Commission ("SEC," for brevity) mandated to file petitions for imposition of administrative penalties and for the initiation of revocation proceedings of certificates of registration against corporations for violation of the Securities Regulation Code, the Corporation Code, Presidential Decree No. 902-A, as amended, including their Implementing Rules and Regulations and such other relevant laws enforced by the SEC. It is located at the 5th Floor, SEC Building, EDSA, Greenhills, Mandaluyong City, where it may be served with summons and other processes of this Honorable Office. 2. Respondent PHIL-ASIA was originally incorporated as Consolidated Care Plan, Inc. on August 5, 1988 under SEC Registration No. 153936. On December 12, 1990 Consolidated Care Plan, Inc. amended its Articles of Incorporation by changing its name to Phil Asia Care Plans, Inc. The Honorable Office may serve the company with summons, notices and other processes c/o Mauricio Law Office, #18D Mahiyain corner Mapagkawanggawa St., Teacher's Village, East Diliman, Quezon City. Copies of its Certificate of Registration with the Amended Articles of Incorporation are hereto attached and made integral parts hereof as Annexes "A" and "B" , respectively. 3. Respondent PHIL-ASIA was incorporated to engage in the selling of pre-need plans. As stated in its Amended Articles of Incorporation ("AOI"), respondent PHIL-ASIA's primary purpose is: " To engage in the business of organizing, establishing, developing, conducting, maintaining, operating, marketing and selling (memorial plans), as well as other type of Pre-need plans and services to be delivered in the future to subscribers, purchasers or planholders to manage, buy, sell, all type of merchandise, equipment and/or services pertaining to the Pre-need business." (Emphasis supplied) 4. Based on the 2008 General Information Sheet ("GIS") filed by respondent PHIL-ASIA, the officers and members of the Board of Directors of the corporation, with their respective positions and addresses are as follows: Name Position Residence Vicente R. Afulugencia Chairman of the #6 Mapalo Drive, Sierra Board of Directors, Monte Villas, Batasan President and Hills, Quezon City General Manager Joji T. Afulugencia Vice-President, #54 Eagle St., Sto. Nio Treasurer and Village, Bgy. Banilad, Member of the Board Cebu City of Directors Francis T. Afulugencia Executive Vice- #6 Mapalo Drive, Sierra President of Monte Villas, Batasan Operations and Hills, Quezon City Member of the Board of Directors Paulo Vicente T. Member of the Board No. 54 Eagle St., Sto. Afulugencia of Directors Nio Village, Bgy. Banilad, Cebu City Louie Emerson T. Member of the Board No. 54 Eagle St., Sto. Afulugencia of Directors Nio Village, Bgy. Banilad, Cebu City George T. Afulugencia Member of the Board No. 54 Eagle St., Sto. of Directors Nio Village, Bgy. Banilad, Cebu City Jose Marie T. Member of the Board No. 54 Eagle St., Sto. Afulugencia of Directors Nio Village, Bgy. Banilad, Cebu City Atty. Emiliano Deliverio Corporate Secretary No. 54 Eagle St., Sto. Nio Village, Bgy. Banilad, Cebu City Teodolfo A. Regente Manager, Collection No. 6 Mapalo Drive, Department Sierra Monte Villas, Batasan Hills, Quezon City A copy of the 2008 GIS of respondent PHIL-ASIA is hereto attached and made an integral part hereof as Annex "C" . II THE ANTECENDENT FACTS 5. Sometime in 2002, the SEC received information from planholders and former salesmen of respondent PHIL-ASIA that the company continued to issue and sell pre-need plans in the years 2000 to 2002 despite the fact that it had no authority to sell pre-need plans. The SEC's Non-Traditional Securities and Instruments Department ("NTD") certified that respondent PHIL-ASIA: 1. has no pre-need plans available for sale since 1993; 2. has no Dealer's License since 1996; 3. has no salesmen's permit; 4. has no authority to operate a branch; and 5. failed to comply with all the SEC requirements for a pre-need company and therefore is not authorized to sell new pre-need plans. . . . ." Copy of Certification dated March 22, 2002 from the NTD is hereto attached and made an integral part hereof as Annex "D" . 6. Upon motion filed by the EPD, the Commission En Banc issued a Cease and Desist Order ("CDO") dated May 28, 2002 against respondent PHIL-ASIA, its officers, directors and salesmen. The dispositive portion of which reads: "WHEREFORE, pursuant to the authority vested in the Commission, Phil-Asia Care Plans, Inc., its officers, directors, representatives, salesmen, agents and any and all persons claiming and acting for and in their behalf and under their authority are hereby ordered to immediately CEASE AND DESIST from further engaging in activities of selling, offering for sale pre-need plans and to refrain from further collecting amortizations in order to protect the interest of investors and the public in general. In accordance with the provisions of Section 64.3 of Republic 8799, otherwise known as the Securities Regulation Code, the parties subject of this Cease and Desist Order may file request for the lifting thereof within five (5) days from receipt hereof. SO ORDERED." (Emphasis supplied) 7. The said CDO was declared permanent in an Order dated September 3, 2002. Copies of the CDO and the Order dated September 3, 2002 are hereto attached and made integral parts hereof as Annexes "E" and "F" , respectively. 8. After the issuance of the CDO, respondent PHIL-ASIA, in defiance of the said Order, continued to offer and sell pre-need plans in Laguna, Nueva Ecija and Quezon City as evidenced by the following: Planholder LPA Life Plan Date Number Type/Plan Value 1. Rhodora Salvia 39823C Harmonious/ 13 June 2002 P15,000.00 2. Marifi M. Zubia 21494C Harmonious/ 02 July 2002 P15,000.00 3. Floro C. Pagaduan, Jr. 84768C Supreme/ 13 Jan. 2003 P50,000.00 4. Teresita G. Canceran 78918 Harmonious/ 02 Oct. 2004 P15,000.00 5. Trinidad S. Raytana 130287 Harmonious/ 10 Dec. 2004 P15,000.00 Copies of the Complaint-Affidavits with attachments are hereto attached and made integral parts hereof as Annexes, "G", "H", "I", "J" and "K" , respectively. 9. In 2003, on the basis of a complaint filed by the SEC, through the CED, criminal cases were filed against respondent PHIL-ASIA, Vicente R. Afulugencia and Leonisa Rana as well as some salesmen for violation of Section 16 of the Securities Regulation Code (SRC) in relation to Rules 3, 15 and 33 of the Pre-Need Rules before Branch 211 of the Regional Trial Court (RTC) of Mandaluyong City, where the cases are still pending. Copies of the Informations are hereto attached and made integral parts hereof as Annexes "L", "M", "N" and "O" , respectively. 10. Meanwhile, respondent PHIL-ASIA filed before the Court of Appeals ("CA") a Petition for Certiorari with prayer for the issuance of a writ of preliminary injunction assailing, among others, the CDO dated May 28, 2002 and the Order dated September 3, 2002. This case was docketed as CA-G.R. SP No. 73009. On August 29, 2003, the CA granted respondent PHIL-ASIA's application for preliminary injunction. The dispositive portion of which are as follows: " WHEREFORE , the application for preliminary injunction is GRANTED . Upon petitioner's posting of a bond in the amount of P1,000,000.00 to answer for all damages which respondents may sustain by reason of the preliminary injunction if this Court should finally decide that petitioner was not entitled thereto, let a writ of preliminary injunction execution issue enjoining respondents, their agents or anybody acting in their behalf, from enforcing or implementing the orders of the Securities and Exchange Commission dated May 28, 2002 and September 3, 2002, insofar as said orders prohibit petitioner from (i) selling or offering for sale pre-need plans covered by the Certificates of Permit to Offer Securities for Sale dated December 28, 1990, October 31, 1991 and July 26, 1993, (ii) collecting amortizations and (iii) conducting those activities at its principal office located at 12 D 12th Floor Belvedere Tower, San Miguel, Ortigas Center, Pasig City. It is understood, however, that the re-opening of said principal office and resumption of the aforesaid business activities are conditioned on petitioner's compliance with the requirements on transfer of a corporation's principal office . SO ORDERED." (Emphasis supplied). A copy of the Resolution dated August 29, 2003 is hereto attached and made an integral part hereof as Annex "P" . 11. However, on September 12, 2008, the CA dismissed the Petition for Certiorari filed by respondent PHIL-ASIA and dissolved the writ of preliminary injunction previously issued thereto. The dispositive portion of which is as follows: " WHEREFORE , for lack of merit, the instant petition is DISMISSED . Accordingly, the writ of preliminary injunction heretofore issued is hereby DISSOLVED . SO ORDERED ." A copy of the Decision dated September 12, 2008 is hereto attached and made an integral part hereof as Annex "Q" . 12. Unperturbed by the turn of events, respondent PHIL-ASIA filed a Petition for Review on Certiorari before the Supreme Court ("SC") assailing the CA Decision dated September 12, 2008. This was, however, dismissed in a Resolution dated April 20, 2009. Pertinent portions of the said Resolution is quoted as follows: "Acting on the petition for review on certiorari assailing the Decision dated 12 September 2008 and Resolution dated 09 January 2009 of the Court of Appeals in CA-G.R. SP No. 73009, the Court resolves to DENY the petition for failure to sufficiently show that the appellate court committed any reversible error in the challenged decision and resolution as to warrant the exercise by this Court of its discretionary appellate jurisdiction. . . ." A copy of the Resolution dated April 20, 2009 is hereto attached and made an integral part hereof as Annex "R" . 13. On September 18, 2008, a group of planholders from Bato, Catanduanes came to CED inquiring on the real status of respondent PHIL-ASIA and discussed the filing of criminal cases against respondent PHIL-ASIA, its directors and officers. The following planholders filed with the SEC their Complaint-Affidavit to show that from January 2007 through January 2008, herein respondent company, its officers and employees issued and sold Life Plan Agreements ("LPA"): Planholder LPA Life Plan Date Number Type/Plan Value 1. Rosita T. Rodulfo 319587 Harmonious/ 31 Dec. 2007 P15,000.00 244576 Harmonious/ Undated P15,000.00 2. Florida T. Tapia 319815 Harmonious/ 5 Jan. 2008 P15,000.00 3. Juvie L. Coralde 271886 Harmonious/ 10 Jan. 2008 P15,000.00 4. Alicia T. Taroza 319584 Harmonious/ 04 Jan. 2007 P15,000.00 5. Fe T. Templonuevo 268565 Harmonious/ 27 May 2007 P15,000.00 6. Rey A. Rodulfo 326588 Harmonious/ 2008 P15,000.00 7. Nenita Torecampo 270169 Harmonious/ 04 July 2007 P15,000.00 Copies of the Complaint-Affidavits with attachments are hereto attached and made integral parts hereof as Annexes "S", "T", "U", "V", "W", "X" and "Y" , respectively. 14. The planholders similarly alleged that they were approached by Jose "Bong" T. Rodulfo, Azucena Soriao, Josephine T. Tatel, Susan Timbal and Emma Soriao who introduced themselves as officers of respondent PHIL-ASIA in the province of Catanduanes, holding office at No. 017 Salvacion Street, Virac, Catanduanes. According to them, upon the misrepresentations of the officers of respondent PHIL-ASIA as to the benefits of the plans they were selling, the brochures given and the award of excellence shown to them, they were enticed to avail the life plan being offered by respondent PHIL-ASIA. 15. Subsequently, a group from Manila also informed CED that they purchased pre-need plans from respondent PHIL-ASIA and paid premiums thereon. Details of their Life Plan Agreements and receipts are as follows: Planholder LPA Number and Life Plan Date Official Receipt Type/Plan Nos. Value 1. Visitacion P. Buhay 1) O.R. No. 189997 Fraternal/ 1) 30 June 2007 2) O.R. No. 234163 P25,000.00 2) 02 Aug. 2007 3) O.R. No. 276423 3) 02 Sept. 2007 4) O.R. No. 395684B 4) 02 Oct. 2007 5) O.R. No. 313756 5) 31 Oct. 2007 6) O.R. No. 313953 6) 01 Dec. 2007 7) O.R. No. 371096 7) 22 Jan. 2008 8) O.R. No. 408536 8) 28 Feb. 2008 9) O.R. No. 408488 9) 01 April 2008 10) O.R. No. 438863 10) 15 April 2008 11) O.R. No. 540351 11) 03 July 2008 12) O.R. No. 576652 12) 30 July 2008 13) O.R. No. 636312 13) 26 Sept 2008 14) O.R. No. 636326 14) 13 Nov. 2008 15) O.R. No. 690353 15) 12 Dec. 2008 16) O.R. No. 794234 16) 11 Feb. 2009 2. Michael Gregory P. 1) O.R. No. 3956838 Fraternal/ 1) 02 Oct. 2007 Buhay 2) O.R. No. 313757 P25,000.00 2) 31 Oct. 2007 3) O.R. No. 313954 3) 01 Dec. 2007 4) O.R. No. 371097 4) 22 Jan. 2008 5) O.R. No. 408535 5) 28 Feb. 2008 6) O.R. No. 408487 6) 01 April 2008 7) O.R. No. 439004 7) 02 May 2008 8) O.R. No. 540352 8) 30 June 2008 9) O.R. No. 576651 9) 30 July 2008 10) O.R. No. 636311 10) 26 Sept 2008 11) O.R. No. 636325 11) 13 Nov. 2008 12) O.R. No. 690352 12) 12 Dec. 2008 3. Violeta E. Forteza LPA No. 149181 Harmonious/ 02 July 2005 P15,000.00 4. Agnes G. Polias LPA No. 141428 Harmonious/ 25 May 2005 P15,000.00 5. Merande C. Gallano LPA No. 166669 Supreme/ 14 Oct. 2005 P50,000.00 6. Josefina D. Valencia LPA No. 149182 Fraternal/ 04 July 2005 P25,000.00 Copies of the Complaint-Affidavits with attachments, Life Plan Agreements and receipts are hereto attached and made integral parts hereof as Annexes "Z", "AA", "BB", "CC", "DD" and "EE" , respectively. 16. The complainants from Metro Manila similarly alleged that they were enticed by a certain Cristita D. Amor, who represented herself as respondent PHIL-ASIA's Branch Manager in Sta. Cruz, Manila, to purchase life plans from respondent PHIL-ASIA because of the benefits it offered. Having no knowledge that respondent PHIL-ASIA had no authority to sell the life plans offered to them, these complainants purchased the same. III THE VIOLATION 17. A Cease and Desist Order is issued by the Commission when, after proper investigation or verification, it finds that the act or practice, unless restrained, will operate as a fraud on investors or is otherwise likely to cause grave or irreparable injury or prejudice to the investing public (Section 64.1 of the SRC). The underlying purpose of which is to provide immediate protection of the interests of the investing public. 18. Once the Commission issues a CDO, prompt compliance is expected from the corporation to which the order is directed against. A violation thereof shall give rise to an action for revocation of the certificate of registration of the corporation as provided for under Section 6, par. L (3) of P.D. No. 902-A which states: " Section 6 . In order to effectively exercise such jurisdiction, the Commission shall possess the following powers: a) . . . l) To suspend, or revoke , after proper notice and hearing, the franchise or certificate of registration of corporations , partnership or associations, upon any of the grounds provided by law, including the following: 1 . . . . 2 . . . . 3. Refusal to comply or defiance of any lawful order of the Commission restraining commission of acts which would amount to a grave violation of its franchise ;" (Emphasis supplied) 19. To reiterate, the Commission issued a CDO dated May 28, 2002 ordering, among others, respondent PHIL-ASIA, its officers, directors, representatives, salesmen, agents and any and all persons claiming and acting for and in their behalf from further engaging in activities of selling, offering for sale pre-need plans and to refrain further collecting amortizations in order to protect the interest of investors and the public in general. Due to the failure of respondent PHIL-ASIA to file a Motion to Lift the said Order despite the opportunity given, the CDO became permanent on September 03, 2002. 20. Alleging grave abuse of discretion on the part of the SEC in issuing the CDO and the Order, respondent PHIL-ASIA filed a Petition for Certiorari before the Court of Appeals. 21. Initially, in a Resolution dated August 29, 2003 , the CA granted respondent PHIL-ASIA's application for the issuance of a writ of preliminary injunction enjoining the implementation of the Orders dated May 28, 2002 and September 03, 2002, it must be stressed that the SEC was only enjoined from implementing its Orders dated May 28, 2002 and September 03, 2002 insofar as it prohibited respondent PHIL-ASIA from: 1. selling or offering for sale pre-need plans covered by the Certificates of Permit to Offer Securities for Sale dated December 28, 1990, October 31, 1991 and July 26, 1993; 2. collecting amortizations; and 3. conducting those activities at its principal office located at 12 D 12th Floor Belvedere Tower, San Miguel, Ortigas Center, Pasig City. 22. In a Decision dated September 12, 2003, the CA dismissed the petition filed by respondent Phil-Asia and eventually dissolved the writ of preliminary injunction earlier issued. Pertinently, the CA made a finding that: "Although petitioner [PHIL-ASIA] submitted a list of plans it sold in the years 2002, 2003 and 2004, the same does not indicate whether those plans are covered by the Certificates of Permit to Offer Securities for Sale dated December 28, 1990, October 31, 1991 and July 26, 1993. Such omission gives rise to the inescapable conclusion that the plans sold are not covered by the aforesaid Certificates and that as of 1993, petitioner [PHIL-ASIA] has already over-issued plans beyond those covered by the Certificates. xxx xxx xxx By engaging in the above mentioned activities without securing the requisite licenses from SEC, petitioner violated Secs. 16 (registration of pre-need plans) and 26 (fraudulent transactions) of the SRC and Rules 15 (registration of dealers, agents and salesmen) and 33 (operating a branch) of the Rules on the Registration and Sale of Pre-Need Plans. Thus, the SEC properly issued the CDO against petitioner [PHIL-ASIA] pursuant to Sec. 64.1 of the SRC ." (Emphasis supplied) (pp. 12-13 of the CA Decision) 23. As evident from the finding of the CA, respondent PHIL-ASIA has no more registered pre-need plans to sell to the public as early as 1993. Said finding effectively rendered nugatory the writ of preliminary injunction issued previously by the CA, making the CDO valid and effective even during the pendency of the Petition for Certiorari filed by respondent PHIL-ASIA. 24. More importantly, the decision of the CA was upheld by the SC. The dismissal of respondent PHIL-ASIA's Petition for Certiorari by the highest court of the land settled the issue of the validity of the Orders issued by the Commission. 25. Indubitably, the pre-need plans sold by respondent PHIL-ASIA to the planholders from Laguna, Nueva Ecija, Quezon City, Bato, Catanduanes and Manila in 2002, 2003, 2004, 2005, 2007 and 2008 are unregistered plans. The sale of said pre-need plans and the collection of premiums thereon is a direct violation of the Cease and Desist Order. 26. Clearly, respondent PHIL-ASIA's refusal to comply or defiance of the Cease and Desist Order constitutes disobedience of the lawful orders issued by this Commission which warrants the revocation of respondent PHIL-ASIA's certificate of registration as provided for under Section 6, par. L (3) of P.D. No. 902-A, as amended. 27. Finally, the act of respondent PHIL-ASIA in selling pre-need plans to the complainants, notwithstanding the lack of requisite registration as a dealer of pre-need plans and the Cease and Desist Order issued against the company, amounts to serious misrepresentation as to what the corporation can do to the prejudice and damage of the investing public. Said serious misrepresentation is also a ground for revocation under Section 6, par. L (2) of P.D. No. 902-A, as amended. PRAYER WHEREFORE , premises considered, it is most respectfully prayed of this Honorable Office that after due notice and hearing, judgment be rendered revoking the Certificate of Registration of respondent PHIL-ASIA CARE PLANS, INC. on the ground of defiance of the Cease and Desist Orders dated May 28, 2002 and September 03, 2002 issued by the Commission and serious misrepresentation as provided for under Section 6, pars. L (2) and (3) of P.D. No. 902-A, as amended. Petitioner EPD likewise prays for such reliefs and remedies as are just and equitable under the circumstances. Mandaluyong City, Philippines, October 21, 2009. FOR THE ENFORCEMENT AND PROSECUTION DEPARTMENT (SGD.) HUBERT DOMINIC B. GUEVARA Director Compliance and Enforcement Department IBP Lifetime No. 02680 Roll of Attorneys No. 40754 MCLE Compliance No. II-0002955 Issued on: August 13, 2008 (SGD.) LEILA T. LAURETA-AGUSTIN Officer-in-Charge Evaluation & Prosecution Division Enforcement and Prosecution Department IBP No. 770461/01-08-09/Nueva Ecija Roll of Attorney No. 45185 MCLE Compliance No. II-0003740 Issued on: July 17, 2008 (SGD.) RACHEL ESTHER J. GUMTANG-REMALANTE Securities Counsel III Evaluation & Prosecution Division Enforcement and Prosecution Department IBP Lifetime Member No. 05363 Roll of Attorney No. 49058 MCLE Exemption No. II-001227 Issued on: May 9, 2007 VERIFICATION and CERTIFICATION I, GAILE DANTE A. CARAAN , of legal age, Filipino and with postal address at c/o Enforcement and Prosecution Department, 5th Floor, SEC Building, EDSA Greenhills, Mandaluyong City, after having been sworn in accordance with law, hereby depose and state that: 1. I am one of the investigators assigned in the instant case; 2. I have read and understood the foregoing Petition for Revocation of Corporate Registration; 3. The allegations therein are true and correct based on my personal knowledge and available records; 4. No other action or proceeding involving the same issues has been filed before the Supreme Court, Court of Appeals, or any other court, tribunal or agency, and to my knowledge, no such other action or proceeding is pending before any of the said court, tribunal or agency; 5. If I should learn that a similar action or proceeding has been filed or is pending before the Supreme Court, Court of Appeals, or any other court, tribunal or agency, I undertake to notify this Honorable Office of the same within five (5) days from knowledge. IN WITNESS WHEREOF , I have hereunto affixed my signatures this ___ day of October 2009 at Mandaluyong City, Philippines. (SGD.) GAILE DANTE A. CARAAN TIN: 172-668-826 SUBSCRIBED AND SWORN to before me this 21st day of October 2009 at Mandaluyong City, Philippines. (SGD.) ATTY. C. A. GERARD M. LUKBAN Commission Secretary