In the Matter of Clearwater Country Club, Inc.

February 14, 2011 SEC-CFD ORDER NO . 029-11 IN THE MATTER OF CLEARWATER COUNTRY CLUB, INC. ORDER Before the Commission is the letter filed on behalf of Clearwater Country Club, Inc. ("Club") requesting the following: 1. The penalty for the one-day late filing of its 2007 1st Quarter Report be retracted completely and its records not show such a violation; and 2. To grant the maximum reduction for its other violations, or a total fine of P52,350.00. Records on file with the Commission show the following violations committed by the Club: Violation Penalty Late filing of Certification on the attendance of directors P51,000.00 to the 2006 board meetings Late filing of Certification on the extent of compliance 35,500.00 with Manual on Corporate Governance Late filing of 2007 1st Quarter Report 60,600.00 Material deficiencies in its Audited Financial Statements as of 88,000.00 31 December 2008, in violation of SEC Memorandum Circular No. 8, Series of 2009 Violation of SEC Memorandum Circular No. 13, Series of 2006 100,000.00 by engaging the services of an external auditor who is not duly accredited by the Commission under Group B Total P335,100.00 ========== Records further show that the Club filed an Appeal relative to the assessments on the Late filing of the above-mentioned Certifications as well as on the 2007 1st Quarter Report, which were dismissed by the Commission in its Decisions dated 25 March 2010 and 26 August 2010, respectively. CAIaHS The Club likewise failed to comply with the committed completion date of its project per Registration Statement rendered effective by the Commission on 17 December 2003 and failed to amend said Statement prior to the change in its work program. The Club was therefore directed to submit an Amended Registration Statement to reflect therein its updated work program. Finally, records show that the Club was previously granted a 40% discount or a total assessed penalty of P225,300.00. In spite of notice and demand, the company has failed to pay the assessed penalties. Pursuant to the Resolution of the Commission in its meeting on 11 February 2011, the Club's Registration of Securities and Certificate of Permit to Sell Securities to the Public are hereby SUSPENDED for a period of 60 days from the date of receipt of this Order or until it pays the total penalty of THREE HUNDRED THIRTY FIVE THOUSAND ONE HUNDRED PESOS (P335,100.00) in full. Should the Club fail to comply with the above directive within the said period, the Commission shall immediately initiate proceedings for the revocation of its Registration of Securities and Certificate of Permit to Sell Securities to the Public. Let a copy of this Order be posted in the Commission's official website for the information and guidance of the public. SO ORDERED. Signed this 14th day of February 2011 at Mandaluyong City, Philippines. For the Commission: (SGD.) JUSTINA F. CALLANGAN Director