In the Matter of J'Art Construction & Development Corp., et al.

August 29, 2014 SEC CRMD IN THE MATTER OF J'ART CONSTRUCTION & DEVELOPMENT CORP.; RURAL-URBAN MISSIONARIES OF WEST MINDANAO, INC.; SAMAT OFW ASSOCIATION, INC.; CENTENNIAL DISTRIBUTION, INCORPORATED; WEST AND EAST TRANSPORT AIRCON SERVICES ASSOCIATION (WETASA), INC.; KASALAMATAN OFW LIVELIHOOD ASSOCIATION, INC.; & EMS ELEMENT MOTOR SPORTS, INC. FOR : Revocation of Certificate of Registration for Violation of the CorporationCode and the SECRules andRegulations on Reportorial Requirements ORDER WHEREAS, the records of this Commission show that the following corporations registered through and under the monitoring jurisdiction of SEC Zamboanga Extension Office failed to submit reports within the prescribed period as required by the Corporation Code and the prevailing rules and regulations on reportorial requirements of this Commission: 1) J'ART CONSTRUCTION & DEVELOPMENT CORP., registered on October 15, 1997 under SEC Registration No. G1997-00316, failed to submit reports based on records of this Commission Requirements Not Filed Filed Late General Information Sheet 2008-2013 Financial Statements 2007-2013 2) RURAL-URBAN MISSIONARIES OF WEST MINDANAO, INC., registered on August 18, 1997 under SEC Registration No. G199700249, failed to submit reports based on records of this Commission Requirements Not Filed Filed Late General Information Sheet 2010-2013 Financial Statements 2000-2013 3) SAMAT OFW ASSOCIATION, INC., registered on January 26, 2007 under SEC Registration No. CN200726224, failed to submit reports based on records of this Commission Requirements Not Filed Filed Late General Information Sheet 2009-2014 Financial Statements 2007-2013 4) CENTENNIAL DISTRIBUTION, INCORPORATED, registered on February 17, 1999 under SEC Registration No. G199900061, failed to submit reports based on records of this Commission Requirements Not Filed Filed Late General Information Sheet 2006-2013 Financial Statements 2006-2013 5) WEST AND EAST TRANSPORT AIRCON SERVICES ASSOCIATION (WETASA), INC., registered on January 7, 2002 under SEC Registration No. G2002-00003, failed to submit reports based on records of this Commission Requirements Not Filed Filed Late General Information Sheet 2005-2009 Financial Statements 2004-2009 6) KASALAMATAN OFW LIVELIHOOD ASSOCIATION, INC., registered on April 23, 2007 under SEC Registration No. CN200727613, failed to submit reports based on records of this Commission Requirements Not Filed Filed Late General Information Sheet 2008-2012 Financial Statements 2007-2011 7) EMS ELEMENT MOTOR SPORTS, INC., registered on December 22, 2009 under SEC Registration No. CN200931596, failed to submit reports based on records of this Commission Requirements Not Filed Filed Late General Information Sheet 2010-2012 Financial Statements 2010-2011 WHEREAS, Section 141 of the Corporation Code requires every corporation to submit its annual reports, such as General Information Sheet and the Financial Statements, to the Commission, thus: EScaIT "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, Section 22 of the Corporation Code states that continuous inoperation of a corporation for a period of at least five (5) years is a ground for revocation of its Certificate of Incorporation, thus: "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, continuous non-filing of reports may be construed a continuous inoperation of a corporation; WHEREAS, the Commission, through SEC Zamboanga Extension Office, send individual show cause letters to subject corporations directing them to submit the required reports and to settle its corresponding penalties for their non-compliance with reportorial requirements; WHEREAS, a considerable period of time had already lapsed after sending of notices to the subject corporations but the same remain unheeded; WHEREAS, the Commission received certification from the postmaster and/or its contracted messenger informing that subject corporations are either cannot be found at the their reported addresses or have already moved-out therefrom; WHEREAS, Section 5 (m) of Republic Act No. 8799, also known as the Securities Regulation Code, in accordance with Section 6 (i) of Presidential Decree No. 902-A, as amended, vests the Commission with the authority to revoke, after proper notice and hearing, the certificate of registration of a corporation 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 subject corporations to file the required reports despite due notice of the directive to do so and the apparent cessation of their operations, the Commission finds sufficient ground to revoke their certificates of registration; WHEREFORE, the Certificates of Registration of the following corporations, namely: 1. J'ART CONSTRUCTION & DEVELOPMENT CORP.; 2. RURAL-URBAN MISSIONARIES OF WEST MINDANAO, INC.; 3. SAMAT OFW ASSOCIATION, INC.; 4. CENTENNIAL DISTRIBUTION, INCORPORATED; 5. WEST AND EAST TRANSPORT AIRCON SERVICES ASSOCIATION (WETASA), INC.; 6. KASALAMATAN OFW LIVELIHOOD ASSOCIATION, INC.; and 7. EMS ELEMENT MOTOR SPORTS, INC. are hereby REVOKED for violation of Section 141 of the Corporation Code and rules and guidelines on reportorial requirements of this Commission. ISDHEa Accordingly, let a copy of this Order be attached by the Corporate Filing and Records Division of this Department to the records of subject corporations on file with this Commission. Further, the Information and Communications Technology Department (ICTD) of this Commission is likewise requested to enter the "revoked" status of subject corporations in the online database of the Commission. SO ORDERED. Mandaluyong City, Philippines. August 29, 2014. (SGD.) FERDINAND B. SALES Director