In the Matter of Integrated Geotechnical Systems, Inc.

March 14, 2014 SEC CRMD IN THE MATTER OF INTEGRATED GEOTECHNICAL SYSTEMS, INC. SEC Registration No. A199808944 FOR : Revocation of the Certificate of Registration on the Ground of Violation of the CorporationCode and SECRules andRegulations on Reportorial Requirements ORDER WHEREAS, the records of this Commission show that INTEGRATED GEOTECHNICAL SYSTEMS, INC. ("subject corporation" for brevity) , registered with the Commission on June 22, 1998 under SEC Registration No. A199808944, failed to submit the following reports within the prescribed period as required by the Corporation Code ("the Code" for brevity) and SEC rules and regulations on reportorial requirements: Requirements Not Filed Filed Late General Information Sheet 2000-2013 Financial Statements 2000-2013 WHEREAS, Section 141 of the Corporation Code mandates every corporation to annually submit their reports to the Commission, such as, General Information Sheet and the Financial Statements, thus: "Every corporation, domestic or foreign, lawfully doing business in the Philippines shall submit to the Securities and Exchange Commission an annual report of its operations, together with a financial statement of its assets and liabilities, certified by any independent certified public accountant in appropriate cases, covering the preceding fiscal year and such other requirements as the Securities and Exchange Commission may require. Such report shall be submitted within such period as may be prescribed by the Securities and Exchange Commission." WHEREAS, non-submission of reports for at least five (5) consecutive years may also be construed as continuous inoperation; WHEREAS, the Commission consistently received from subject corporation affidavits of non-operation, attesting that it did not operate its business from period 2001-2007 due to financial difficulties; WHEREAS, on January 30, 2014, the Commission received a letter and board resolution of the incorporators of subject corporation, through their counsel, indicating their intention to no longer revive the operation of the corporation; IDTSEH WHEREAS, Section 22 of the Code provides that inoperation of a corporation for at least five (5) consecutive years is a ground for revocation of its certificate of registration, to wit: "If a corporation does not formally organize and commence the transaction of its business or the construction of its works within two (2) years from the date of its incorporation, its corporate powers cease and the corporation shall be deemed dissolved. However, if a corporation has commenced the transaction of its business but subsequently becomes continuously inoperative for a period of at least five (5) years, the same shall be a ground for the suspension or revocation of its corporate franchise or certificate of incorporation. This provision shall not apply if the failure to organize, commence the transaction of its businesses or the construction of its works, or to continuously operate is due to causes beyond the control of the corporation as may be determined by the Securities and Exchange Commission." WHEREAS, Section 5 (m) of Republic Act No. 8799, also known as the Securities Regulation Code, and Section 6 (l) of Presidential Decree No. 902-A, as amended, vest the Commission with the authority to revoke, after proper notice and hearing, the Certificate of Registration of corporations upon any of the grounds provided by law including the following: (4) Continuous inoperation for a period of at least five (5) years; and (6) Failure to file required reports in appropriate forms as determined by the Commission within the prescribed period. WHEREAS, considering the continuous failure of the corporation to operate and to file the required reports, this Commission finds sufficient grounds to revoke its Certificate of Registration; WHEREFORE, the Certificate of Registration of INTEGRATED GEOTECHNICAL SYSTEMS, INC., approved on June 22, 1998, is hereby REVOKED for continuous inoperation for at least five (5) consecutive years and for violation of Section 141 of the Corporation Code and SEC Rules and Regulations on Reportorial Requirements. Accordingly, let a copy of this Order be attached to the records of the corporation on file with the Commission and the "revoked" status be entered in the Commission's database. SO ORDERED. Mandaluyong City, Philippines. March 14, 2014. aSIHcT (SGD.) FERDINAND B. SALES Acting Director Company Registration and Monitoring Department Securities and Exchange Commission