In the Matter of Petition for Voluntary Revocation Fog Horn, Inc.

April 28, 2015 SEC-CGFD ORDER NO. 072-15 IN THE MATTER OF PETITION FOR VOLUNTARY REVOCATION FOG HORN, INC. ORDER OF REVOCATION Submitted for consideration of the Commission is the company's Petition for Voluntary Revocation of its Registration of Securities and Certificate of Permit to Sell Securities . The company also requested that it be exempted from filing the reports required by the Securities Regulation Code (SRC). The company cited the following matters as bases for the Petition and its request for exemption from filing the required reports: 1. Petitioner was incorporated on 14 January 2004 with SEC Registration No. CS200400169. Its primary purpose is to purchase, lease, exchange or otherwise real estate property including the management thereof; 2. It was granted a Certificate of Permit to Offer Securities for Sale covering 3,213 Non Proprietary Timeshares for the use of Azalea Baguio Residences. Subsequently, this Office issued an Order dated 31 May 2011 rendering effective the petitioner's Amended Registration Statement and approving the new completion dates of several facilities and amenities of Azalea Baguio Residences; 3. Presently, out of the 3,213 Non Proprietary Timeshares, the number of timeshares that were already sold to the public is at 443 and the unsold timeshares are at 2,770; 4. Dictated by the emerging economic markets, petitioner decided to take a different direction in order to remain attractive to investors. Consequently, petitioner has not been marketing its registered securities since 01 August 2014; 5. Petitioner has no intention of conducting public offering of the registered securities at any time in the future; 6. On 17 October 2014, Petitioner's Board of Directors resolved to have its Registration of Securities and Certificate of Permit to Sell Securities with the Commission voluntarily revoked. Said resolution was likewise approved by the stockholders owning at least two-thirds (2/3) of the entire subscribed and issued capital stock of petitioner who were either present in person and/or represented by proxy in their meeting held on the same day. Finding the instant Petition to have fully complied with SRC Rule 13, the Commission, in its meeting held on 23 April 2015, resolved to GRANT the company's request for voluntary revocation of its Registration of Securities and Certificate of Permit to Sell Securities . The company was further granted relief from filing the reports required by the Securities Regulation Code, subject to the following conditions: HESIcT 1) Upload in its website or publish in a national newspaper of general circulation the information regarding the revocation of FOG HORN, INC.'s Registration and Permit to Offer Securities for Sale to the Public and how the timeshare holders can exercise their option to remain as timeshare holders of FOG HORN, INC., or to migrate their shares to AZALEA LEISURE RESIDENCES CORPORATION in exchange for its Preferred Shares, or how they can be refunded of their investment within ten (10) days from the receipt of notice from the Commission of the revocation of its Registration of Securities and Certificate of Permit to Sell Securities; 2) Submit to the Commission a Certification under oath that the said notice is uploaded in its website and indicating its web address or an Affidavit of Publication regarding the said notice within ten (10) days from the time the notice is uploaded or published; and 3) Submit to the Commission a Report on the efforts made by the Petitioner in notifying the timeshare holders of the options available to them and the status of the exercise of option of the timeshare holders after thirty (30) days but not later than forty-five (45) days from the time the notice is uploaded in its website or published in a newspaper; 4) Comply with the reporting requirements of the Commission under the Corporation Code. SO ORDERED. Mandaluyong City, Philippines, April 28, 2015. (SGD.) JUSTINA F. CALLANGAN Director