In Re: Celebrity Sports Plaza, Inc.
SEC-CFD Order No. 053-08 • Securities and Exchange Commission Departments • Corporate Governance and Finance Department (CGFD) • May 27, 2008
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May 27, 2008 SEC-CFD ORDER NO. 053-08 IN RE: CELEBRITY SPORTS PLAZA, INC. O R D E R Before this Commission is an amendment to the Registration Statement filed on April 24, 2007 by CELEBRITY SPORTS PLAZA, INC., setting forth the following proposed changes: 1) reclassification of 500 no par value shares into 100 Corporate "B" shares and 400 Corporate "C" shares; and 2) registration of additional 250 Corporate "D" shares. 1 After a review of the Amended Registration Statement (ARS) filed by the company, the Commission issued its May 11, 2007 comment letter detailing the requirements under Section 12 of the Securities Regulation Code and its Implementing Rules and Regulations (SRC-IRR) which were not complied with. On July 31, 2007, the Commission reiterated its directive for the company to submit its duly accomplished ARS. IcTCHD Due to the company's failure to submit its revised ARS despite the May 11 and July 31, 2007 letters, the Commission issued a Notice of Hearing for the rejection of its ARS. The company did not appear at the hearing scheduled on October 11, 2007. On November 13, 2007, the company filed its revised ARS. However, a review thereof still showed material deficiencies which were communicated in the December 14, 2007 comment letter of the Commission. In the same letter, the company was enjoined to amend its RS in accordance with the Commission's comment/remarks, otherwise, the said ARS shall be rejected pursuant to Section 13 of the Securities Regulation Code. Upon its failure to submit its ARS (2nd revision), Notices of Hearing dated February 19 and April 29, 2008, for rejection of the company's ARS were personally delivered on February 26 and May 7, 2008, respectively. During the final hearing for rejection held on May 15, 2008, the company through its representatives, reasoned that it failed to file its ARS mainly because its external auditor, SyCip Gorres Velayo & Co. , has not yet released its Audited Financial Statements for the year ended December 31, 2006. We find no merit on the said explanation. aSHAIC In view of the failure of CELEBRITY SPORTS PLAZA, INC., to fully comply with the registration requirements under the SRC for the amendments to its Registration Statement, its Amended Registration Statement is hereby REJECTED in accordance with Section 13.1 of the SRC. Accordingly, the filing fee paid in relation to the said application is hereby FORFEITED. SO ORDERED. May 27, 2008, Mandaluyong City. CDcaSA (SGD.) JUSTINA F. CALLANGAN Director Footnotes 1. On June 26, 2001, Celebrity amended its Articles of Incorporation increasing its authorized capital stock from 3,500 to 3,750 no par value shares divided into 3,000 Individual &/or Corporate "A" shares, 100 Corporate "B" shares, 400 Corporate "C" shares and 250 Corporate "D" shares.
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