In the Matter of Alphaland Balesin Island Club, Inc.

November 18, 2016 SEC-CGFD OFFICE ORDER NO. 216-16 IN THE MATTER OF ALPHALAND BALESIN ISLAND CLUB, INC. ORDER Before the Commission is the letter-request dated 19 October 2016 1 of Alphaland Balesin Island Club, Inc. (ABICI) for the lifting of the Commission's Order of Suspension of its Registration and Certificate of Permit to Sell Securities to the Public dated 06 March 2015 and its undertaking to submit within thirty (30) days an Amended Registration Statement (ARS) updating the information to reflect therein the titles on the properties used by the Club. ABICI also submitted certified copies of the new Transfer Certificates of Title (TCTs) covering the properties where it is located, as issued by the RD of Quezon, Infanta Branch, in its name. Previously, an Order of Suspension was issued by the Commission En Banc in view of the Club's failure to transfer the titles of the properties, where the Club is located, in its name. The Club in its letter dated 06 April 2015, notified the Commission of the status of the transfer of the TCTs in its name and requested the lifting of its Order of Suspension dated 06 March 2015 and the deferment of the processing of its Amended Registration Statements. However, the CEB, in its meeting dated 16 June 2015, deemed it prudent to let the Order of Suspension and deferment of the processing of ABICI's ARS stay considering that no actual transfer of the title over the properties has been made. Per Department's letter dated 23 June 2015, the Club was then directed to complete the registration of the titles of the properties to its name and ultimately comply with the directive of the Commission. In its letter dated 23 November 2015, the Club updated the Commission on the status on the TCTs transfers. Enclosed therein were the copies of the Certificates Authorizing Registrations (CARs) issued by the Bureau of Internal Revenue (BIR) on the TCTs covering the land on which the facilities of the Club are located, from Alphaland Balesin Island Resort Corporation (ABIRC) to ABICI. CAIHTE However, upon verification of the submitted documents, only 91 out of 102 TCTs have CARs. The Department reminded the Club of the condition for the lifting of the Commission's Order of Suspension in a letter dated 15 December 2015. Considering that the Club has continuously failed to comply with the directive in the Commission's Order, this Department held a hearing with the Club's representative on 20 September 2016 on the revocation of its Registration and Permit to Sell Securities to the Public pursuant to the provisions of 2015 SRC Rule 13.1. During the hearing, the Club's representative, Atty. Cliburn Anthony A. Orbe, manifested that ABICI already filed the CARs before the Registry of Deeds (RD) of Infanta, Quezon. He explained that not all of the properties disclosed in the ARS are being used by the Club. He also manifested that there are also some legal impediments and issues regarding some of the titles. Therefore, the Club intends to file an ARS that will exclude some of the titles of the properties. The Club was then directed to submit justifications why its Permit should not be revoked on or before 11 October 2016. In its letter dated 07 October 2016, the Club justified that its Registration Statement and Certificate of Permit to Sell Securities should not be revoked considering that the fees assessed for the transfer of the titles covering the subject properties was already paid on 05 October 2016, thus, was given due course by the RD. It is expected that the TCTs in the name of the Club will be released no later than fifteen (15) days from 05 October 2015. It also submitted a photocopy of the Official Receipt of payment thereof. Likewise, the Club requested an extension or until 30 October 2016 to submit copies of the TCTs and to submit an ARS updating the information contained therein. On 18 and 20 October 2016, the Club filed certified true electronic copies of the new TCTs covering the properties in the name of Alphaland Balesin Island Club, Inc. as issued by the RD of Quezon, Infanta Branch where it is located. Having submitted the certified true electronic copies of the new TCTs covering the properties in the name of ABICI, it is now compliant with the Commission's Order dated 06 March 2015. DETACa WHEREFORE , the Commission, in its meeting held on 02 November 2016, LIFTED the Order of Suspension dated 06 March 2015 and ALLOWED the Club to submit an ARS updating the information to reflect therein the titles on the properties used by the Club within thirty (30) days from the date of request (19 October 2016) or until 19 November 2016. SO ORDERED. Ground Floor, North Wing Hall, Secretariat Building, PICC Complex, Vicente Sotto Street, Pasay City, Philippines, November 18, 2016. (SGD.) JUSTINA F. CALLANGAN Director Footnotes 1. The letter-request was filed with the Commission on 20 October 2016.