In the Matter of Nemessis San Victores Association, Inc.

May 6, 2014 SEC CRMD IN THE MATTER OF NEMESSIS SAN VICTORES ASSOCIATION, INC. SEC Registration No. CN201014817 FOR : Revocation of Certificate of Registration on the Ground of Fraud in Procuring its Certificate of Incorporation ORDER Before us is the letter-complaint of Ms. Hermelita T. Rebellon, Mr. Roel O. Aguring, et al., endorsed to this Department by Enforcement and Investor Protection Department (EIPD) of this Commission, specifically on the use by the responsible officers of NEMESSIS SAN VICTORES ASSOCIATION, INC. of fictitious Tax Identification Numbers (TINs) in a certain application of said corporation with this Commission. NEMESSIS SAN VICTORES ASSOCIATION, INC. (hereafter "subject corporation") is a non-stock corporation registered with the Commission on September 15, 2010. Its principal office is located at San Victores Bo. Cupang, Antipolo City, Rizal. Its incorporators, who signed and identified themselves in subject corporation's Articles of Incorporation by reflecting therein their individual TINs, are as follows: Incorporators TIN Ramon P. Buenaagua 160-318-305 Hermelita T. Rebellon 180-139-629 Roel C. Aguring 234-049-964 Bethsheba D. Tejada 127-356-714 Valeriano Belo 938-562-452 Gina G. Mariano 105-847-901 Don Marlon O. Tejada 300-664-233 Gabriel Mariano 152-065-970 Francis Espanol 274-827-410 Aurora M. Cruz 626-260-154 Leonila Salape 300-973-671 Diogenes P. Buenaagua 147-721-133 Jerald Cruz 925-237-043 Ma. Lourdes P. Salvador 157-336-897 The Enforcement and Investor Protection Department (hereafter "EIPD") received the letter of Ms. Hermelita Rebellon and some officers and members of subject corporation, complaining about the alleged abuse of authority of its president, Ms. Aurora M. Cruz, intimidation, failure to hold elections and other matters arising from intra-corporate relations, which are outside of the jurisdiction of this Commission. EIPD, however, immediately acted on the alleged use of falsified TINs of some members of subject corporation in the procurement of its certificate of registration with this Commission, as likewise reported by the complainants. It requested the Bureau of Internal Revenue (hereafter "BIR") to authenticate the TINs of the incorporators as reflected in subject corporation's Articles of Incorporation. aSDHCT On September 25, 2013, BIR sent its reply to said request of EIPD, stating the following findings: Incorporators TIN Remarks Ramon P. Buenaagua 160-318-305 Invalid TIN Hermelita T. Rebellon 180-139-629 Invalid TIN Roel C. Aguring 234-049-964 Invalid TIN Bethsheba D. Tejada 127-356-714 Valid TIN Valeriano Belo 938-562-452 Invalid TIN Gina G. Mariano 105-847-901 Invalid TIN Don Marlon O. Tejada 300-664-233 Valid TIN Gabriel Mariano 152-065-970 Invalid TIN Francis Espanol 274-827-410 Not the TIN owner Aurora M. Cruz 626-260-154 Invalid TIN Leonila Salape 300-973-671 Not the TIN owner Diogenes P. Buenaagua 147-721-133 Valid TIN Jerald Cruz 925-237-043 Invalid TIN Ma. Lourdes P. Salvador 157-336-897 Not the TIN owner On November 29, 2013, pursuant to SEC Resolution No. 359, Series of 2010, Company Registration and Monitoring Department (hereafter "this Department") sent summons to subject corporation giving it the opportunity to answer or comment to the findings and documents gathered by EIPD relative to the alleged use of falsified TINs by the incorporators of subject corporation within fifteen (15) days from receipt. Records show that Ms. Aurora M. Cruz, president of subject corporation, personally received the summons for and on behalf of the subject corporation on even date. Unfortunately, even after the lapse of considerable time from the date of receipt of the summons by subject corporation, subject corporation failed to file its answer or comment. As provided under Section 3-12 of the 2006 SEC Rules of Procedure, subject corporation is now considered in default for failure to file its answer within the prescribed period, thereby allowing the rendition of judgment as the findings and evidence gathered relative to instant case may warrant. Given the foregoing, this case is now ripe for resolution. Undisputed by subject corporation, the records of the BIR show that the following incorporators used falsified TINs in the procurement of the certificate of registration of subject corporation, as reflected in its Articles of Incorporation: Incorporators TIN BIR Findings Ramon P. Buenaagua 160-318-305 Invalid TIN Hermelita T. Rebellon 180-139-629 Invalid TIN Roel C. Aguring 234-049-964 Invalid TIN Valeriano Belo 938-562-452 Invalid TIN Gina G. Mariano 105-847-901 Invalid TIN Gabriel Mariano 152-065-970 Invalid TIN Francis Espanol 274-827-410 Not the TIN owner Aurora M. Cruz 626-260-154 Invalid TIN Leonila Salape 300-973-671 Not the TIN owner Jerald Cruz 925-237-043 Invalid TIN Ma. Lourdes P. Salvador 157-336-897 Not the TIN owner Section 236 (j) of the National Internal Revenue Code provides that: "Any person required under the authority of this Code to make, render or file a return, statement or other document shall be supplied with or assigned a Taxpayer Identification Number (TIN) which he shall indicate in such return, statement or document filed with the Bureau of Internal Revenue for his proper identification for tax purposes, and which he shall indicate in certain documents, such as, but not limited to the following: TcIAHS xxx xxx xxx (5) Documents to be registered with the Securities and Exchange Commission ; Only one Taxpayer Identification Number (TIN) shall be assigned to a taxpayer. Any person who shall secure more than one Taxpayer Identification Number shall be criminally liable under the provision of Section 275 on 'Violation of Other Provisions of this Code or Regulations in General." The use of fictitious TINs by incorporators, Aurora M. Cruz, Ramon P. Buenaagua, Hermelita T. Rebellon, Roel C. Aguring, Valeriano Belo, Gina G. Mariano, Gabriel Mariano and Jerald Cruz, as well as, the illegal use of valid TINs registered to other persons by Francis Espanol, Leonila Salape and Ma. Lourdes P. Salvador constitutes serious misrepresentation within the meaning of fraud insofar as corporate documents on file with the Commission are concerned. "Fraud" as mentioned in Section 6, par. l (1) of Presidential Decree 902-A, as amended, refers to fraud attendant in the registration and the same must be contained or connected with the documents and/or papers presented to the Commission for the registration of said corporation, partnership or association. 1 The power to approve applications includes, by implication, the power to revoke the same. 2 Thus, when the approval of the Commission to a certain application for incorporation is found as having been procured through fraud, the same can be revoked. This authority is laid down in Section 5.1 (m) of Securities Regulation Code, which states that: ADaSET " Powers and Functions of the Commission. 5.1. The Commission shall act with transparency and shall have the powers and functions provided by this code, Presidential Decree No. 902-A, the Corporation Code, the Investment Houses law, the Financing Company Act and other existing laws. Pursuant thereto the Commission shall have, among others, the following powers and functions: . . . (m) Suspend, or revoke, after proper notice or hearing the franchise or certificate of registration of corporations, partnerships or associations, upon any of the grounds provided by law;" Section 6, par. l, of Presidential Decree No. 902-A, as amended, enumerates the grounds for revocation of certificate of registration of a corporation including "fraud in procuring its certificate of registration" . WHEREFORE, premises considered, the Certificate of Registration of NEMESSIS SAN VICTORES ASSOCIATION, INC. under SEC Registration No. CN201014817, approved by the Commission on September 15, 2010, is hereby REVOKED. Let a copy of this Order be attached by the Corporate Filing and Records Division (CFRD) of this Department to the corporate records of subject corporation on file with this Commission and its "Revoked" status be entered in the SEC online database. SO ORDERED. Mandaluyong City, Philippines. May 6, 2014. (SGD.) FERDINAND B. SALES Director Company Registration and Monitoring Department Securities and Exchange Commission Footnotes 1. In the Matter of Charyn Marketing Enterprise Corporations, SEC Case No. 03-05-49. 2. Gordon vs. Regino, et al. , November 8, 1988, G.R. No. L-55230.