In the Matter of Carfel Vistamar, Inc.

October 10, 2008 SEC CED REF. NO. 2008-1506-CID IN THE MATTER OF CARFEL VISTAMAR, INC. O R D E R Before this Commission is the request for settlement of the penalties imposed against CARFEL VISTAMAR, INC. (hereafter "CARFEL") for offering and/or selling securities in the form of non-proprietary shares (time shares) without the necessary secondary license in violation of Section 8 of the Securities Regulation Code (SRC), which provides that "securities shall not be sold or offered for sale or distribution within the Philippines, without a registration statement duly filed with and approved by the Commission." Under SEC Memorandum Circular No. 6 Series of 2005 Consolidated Scale of Fines, violation of Sections 8 and 12 of the SRC under the first offense category shall be meted a penalty of 1% of the amount of each transaction or P10,000.00 per transaction, whichever is higher. STECAc On 8 October 2008, CARFEL, through its President, Mr. Carlos Leobrera, formally requested the Compliance and Enforcement Department (CED) to pay EIGHTEEN THOUSAND PESOS (P18,000.00) or sixty percent (60%) of the total assessed penalty in the amount of THIRTY THOUSAND PESOS (P30,000.00) imposed by the Commission against CARFEL. Attached with the said letter is the Board Resolution dated 3 September 2008 stating that at the Special Meeting of the Board of Directors, the following resolution was passed and approved: THEREFORE, BE IT RESOLVED, that the corporation has to stop selling securities and arrange for a possible return of money to the three persons who signed such time sharing contracts and correspondingly paid the agreed price and to fully comply with the violation committed with the Securities and Exchange Commission. CARFEL's offer of settlement in the amount of EIGHTEEN THOUSAND PESOS (P18,000.00) which was made before the proceedings was concluded, was made pursuant to Section 55 of the SRC, to wit: Sec. 55. Settlement Offers . 55.1. At any time, during an investigation or proceeding under this Code, parties being investigated and/or charged may propose in writing an offer of settlement with the Commission. 55.2. Upon receipt of such offer or settlement, the Commission may consider the offer based on timing, the nature of the investigation or proceeding, and the public interest. 55.3. The Commission may only agree to a settlement offer based on its findings that such settlement is in the public interest. Any agreement to settle shall have no legal effect until publicly disclosed. Such decision may be without a determination of guilt on the part of the person making the offer. 55.4. The Commission shall adopt rules and procedures governing the filing, review, withdrawal, form of rejection and acceptance of such offer. After a careful consideration of the facts and other circumstances attendant to this case, the CED is of the view that the proposed offer of settlement is just, reasonable and sufficient penalty for the violation committed and it is therefore proper for the Commission to accept such offer. Such acceptance, however, is without prejudice to the imposition of additional penalties for other violations that may be identified later on. The CED, in giving a favorable recommendation, took into consideration the following factors, viz. : ECcTaS 1. The proposed amount is sixty percent (60%) of the total assessed penalty, which is more than the minimum acceptable offer of fifteen percent (15%) under Rule V Art. 2 (b) of SEC Circular No. 4 Series of 2001; 2. The settlement offer was timely and seasonably made; 3. The acceptance of the settlement offer would bring the case to a successful conclusion, without much toll on this Commission's time and resources; and 4. Overall, the settlement is in the public interest. Finding the recommendation of the CED meritorious, and in view of the public interest being served, this Commission has accepted the Settlement Offer of CARFEL in the amount of EIGHTEEN THOUSAND PESOS (Php18,000.00), in full settlement and compliance of the assessed penalty for its violation of Sections 8 and 12 of the SRC. Consequently, on 8 October 2008, CARFEL paid the amount of Php18,000.00 as evidenced by Official Receipt No. 0215736. WHEREFORE, premises considered, the payment tendered by CARFEL is hereby accepted, without prejudice to the imposition of additional penalty for other violations of the SRC and other laws implemented by the Commission that may be identified in the future. SO ORDERED. Mandaluyong City, October 10, 2008. (SGD.) ATTY. HUBERT B. GUEVARA Director