In the Matter of Silvermoon Security & Investigation Agency, Inc.

March 30, 2006 SEC CASE NO. 12-05-99 (CED Case No. 05-2822) IN THE MATTER OF SILVERMOON SECURITY & INVESTIGATION AGENCY, INC., FLORITA S. DELA CRUZ, PATRICIO S. DE MESA, ARTHUR P. PALMIANO, NIEVES M. PADIOS and PINKY ROSE G. LANGIT FOR REVOCATION OF CERTIFICATE OF REGISTRATION AND IMPOSITION OF ADMINISTRATIVE FINE ORDER This is a petition for Revocation of Certificate of Registration filed by the Compliance and Enforcement Department (CED) of the Securities and Exchange Commission against respondent Silvermoon Security and Investigation Agency, Inc. ("SILVERMOON", for brevity) for violations of Section 3 (A) (1) of the Revised Rules and Regulations for Submission/Verification of the Bank Certificate of Deposit and Application for Initial Paid-Up Capital, in relation to Section 6, par L (1) of P.D. 902-A as amended and Part 4, Rule I Article 1 (e) of SEC Circular No. 4, series of 2001. Petitioner is the Compliance and Enforcement Department (CED) of the Securities and Exchange Commission (SEC) with offices at the 5th Floor, SEC Building, cor. Ortigas Ave., EDSA, Mandaluyong City. SILVERMOON is a stock corporation registered on November 10, 2004, with SEC Registration No. CS200417796. Its principal office is at No. 1840 E. Rodriguez Sr. Ave., Cubao, Quezon City. The primary purpose of the corporation is: "to provide security to juridical persons, office, industrial, commercial and other establishments whether public or private, anywhere in the Philippines for the purpose of securing or protecting properties." The respondent incorporators/officers/directors of SILVERMOON are as follows: Name Addresses Florita S. Dela Cruz 167-F 20th Avenue, Cubao, Quezon City Patricio S. De Mesa Blk. 7 Lot 7 Goldhill Place, Camarin, Caloocan City Arthur P. Palmiano No. 05-E Talong St., Tumana Concepcion, Marikina City HTCIcE Nieves M. Padios No. 03 Calla Lily Vergon St., Las Pias City Pinky Rose G. Langit No. 18 7th Avenue, Santolan, Cubao, Quezon City To support the incorporation of the company, the incorporators filed with this Commission, among others, a Treasurer's Affidavit executed under oath by Ms. Florita S. Dela Cruz, dated October 27, 2004, stating that at least twenty-five percent (25%) of the authorized capital stock was subscribed and fully paid in cash for the benefit and credit of the respondent corporation and that the paid-up capital is deposited with the Philippine Savings Bank-P. Tuazon Branch. The respondent incorporators likewise submitted a bank certificate issued by a certain Ms. Carolina S. Guerrero, Branch Manager of PS Bank-P. Tuazon Branch dated October 22, 2004, certifying under oath that there is on deposit with the said bank the amount of NINE HUNDRED SEVENTY FOUR THOUSAND EIGHT HUNDRED TWENTY & 52/100 (PHP974,820.52) under Savings Account No. 018-11104283-0 in the name of Florita S. Dela Cruz as Treasurer-in-Trust of SILVERMOON. On December 28, 2004, the Commission received a letter addressed to Director Benito A. Cataran of the Company Registration and Monitoring Department signed by Ms. Carolina S. Guerrero. She stated that the bank never issued the bank certificate and that her signature on the fake certificate was forged. Upon endorsement of the letter-complaint of Ms. Guerrero to the CED, the latter's Complaint and Investigations Division (CID) conducted reposed, resulting in damage to another, or by which an undue and unconscientious advantage is taken of another. 1 Fraud in procuring the certificate of registration is a ground for suspension or revocation of the certificate of registration under Article 1 (e), Rule 1, Part 4 of SEC Circular No. 4, series of 2001. Section 6 (i) 1 of P.D. 902-A, as amended, also provides that the Commission has the power: "xxx xxx xxx (i) To suspend, or revoke, after proper notice and hearing, the franchise or certificate of registration of corporations, partnerships or associations, upon any of the following grounds provided by law, including the following: EADSIa 1. Fraud in procuring its certificate of registration; . . ." ( Emphasis supplied) The fraud mentioned in Section 6, paragraph I, subparagraph 1 of P.D. 902-A as one of the grounds for revocation of a certificate of registration of a corporation, partnership or association refers to fraud attendant in the registration of the corporation, partnership or association and the same must be contained or connected with the documents and/or papers presented to this Commission for the registration of the said corporation, partnership or association. 2 Fraudulent intent can be gleaned from the submission of the fake bank certificate of deposit of SILVERMOON the respondents incorporators succeeded in culpably misrepresenting that they paid and deposited the statutorily required initial paid-up capital for the benefit and credit of the corporation. The Certificate of Registration was issued by the Commission based on the fake certificate of deposit. It would not have otherwise issued the same were it not for such misrepresentation. Moreover, SILVERMOON failed to submit clear and convincing proof to overturn the evidence contained in the petition. In its answer, respondents offered as evidence bank statements from Banco De Oro and Philippine Business Bank, Inc. which, in any case, would have no bearing on the issue set forth in the instant case. From the foregoing facts, the Commission finds sufficient evidence to support the allegation that fraud attended the issuance of bank certificate. The certificate issued by the Branch Manager of Philippine Savings Bank, P. Tuazon Branch confirms that there is no existing Savings Account No. 018-11104283-0 in the name of Florita S. Dela Cruz, as Treasurer-in-Trust for Silvermoon Security and Investigation Agency, Inc. in said bank. It evidently shows that fraud was indeed used in procuring the approval of the certificate of registration of SILVERMOON as there was in fact no consideration for the issued/subscribed shares of the corporation in question. WHEREFORE, premises considered, the Certificate of Registration No. CS200417796 of SILVERMOON SECURITY AND INVESTIGATION AGENCY, INC. is hereby ORDERED REVOKED on the ground of FRAUD in the procurement of its certificate of registration. Let a copy of this Order be furnished the Company Registration and Monitoring Department (CRMD) and the same be attached to the corporate file of Silvermoon Security and Investigation Agency, Inc.. SO ORDERED. DcIHSa Mandaluyong City, March 30, 2006. (SGD.) FE B. BARIN Chairperson (SGD.) MA. JUANITA E. CUETO Commissioner (SGD.) JESUS ENRIQUE G. MARTINEZ Commissioner (SGD.) RAUL J. PALABRICA Commissioner Footnotes 1. People vs. Romero et al., 306 SCRA 90 (1999). 2. In the Matter of Charyn Marketing Enterprise Corporation, SEC Case No. 03-05-49.