In the Matter of I-Cyberworld Biz, Inc.

April 2013 SEC CRMD IN THE MATTER OF I-CYBERWORLD BIZ, INC. SEC Registration No. A200203168 FOR : Inquiry on the Corporation's Submission of Several General Information Sheets Containing Conflicting Information ORDER WHEREAS, verification of records on file with the Commission shows that I-CYBERWORLD BIZ, INC., registered on February 26, 2002 under SEC Registration No. A200203168 has submitted eleven (11) General Information Sheets, containing conflicting information, from January 17, 2013, to March 13, 2013; WHEREAS, five (5) General Information Sheets, submitted for the corporation indicate Amelia B. Cruz, Filomeno S. Duquil Jr., Heide DC Payumo, Sungyun Cho and Tai Gu Kang as directors, stockholders and/or officers. On the other hand, six (6) General Information Sheets, submitted for the same corporation indicate Benjamin John S. Defensor III, Dong Seung Chung, Jocelyn A. Chung, Constantino S. de la Cruz and Michele Johnstone as directors, stockholders and/or officers; WHEREAS, the Company Registration and Monitoring Department (this Department) summoned for a conference the above-named directors from two (2) factions for the purpose of clarifying the inconsistency in the questioned reports; WHEREAS, representatives from the two (2) factions appeared for the scheduled conference and gave their respective statements and other supporting documents in order to explicate why their names are indicated either as directors, stockholders and/or officers in the questioned reports; WHEREAS, after a thorough and careful evaluation of the statements and documents gathered from the parties during the clarificatory conference, this Department was able to conclude that the submission of the eleven (11) General Information Sheets, containing conflicting information, is premised on an intra-corporate controversy between two (2) factions claiming as legitimate stockholders, directors and/or officers of the corporation; WHEREAS, notwithstanding that the present intra-corporate controversy has not yet been resolved with finality before a competent Court, the corporation's Amended Articles of Incorporation, which effected a change in its principal office address, was approved by the Commission on February 14, 2013; WHEREFORE, premises considered, this Department rules that the eleven (11) General Information Sheets, received by the Commission from period of January 17, 2013, to March 13, 2013, and the Amended Articles of Incorporation, approved on February 14, 2013, will be marked as "DISPUTED" until the Commission receives a final and executory order from the Court, resolving which of the two (2) factions is the legitimate directors, officers or stockholders of CYBERWORLD BIZ, INC. and/or directing the expulsion of any of those documents from the records of this Commission. The Corporate Filings and Records Division of this Department is hereby directed to immediately cause the marking of the assailed documents with the word "DISPUTED". Further, the Central Receiving and Records Division of Human Resource and Administration Department of this Commission is hereby requested to alert this Department of any subsequent report filed for and in behalf of said corporation for proper marking. SO ORDERED. Mandaluyong City, Philippines, April __, 2013. (SGD.) MARY ANNE V. MORALES-LAGURA Hearing Officer (SGD.) HONORIO T. DIAZ, JR. Hearing Officer (SGD.) FERDINAND B. SALES Acting Director ATTACHMENT Minutes of Clarificatory Conference 27 March 2013, 10:00 A.M. I. Appearance: 1. (SGD.) BENJAMIN JOHN S. DEFENSOR III 2. DONG SEUNG CHUNG 3. JOCELYN A. CHUNG 4. (SGD.) CONSTANTINO S. DELACRUZ 5. MICHELE JOHNSTONE 1. (SGD.) AMELIA B. CRUZ 2. FILOMENO S. DUQUIL, JR. 3. (SGD.) HEIDE DC. PAYUMO 4. SUNGYUN CHO 5. (SGD.) TAI GU KANG II. Notes: On the scheduled conference, Mr. Benjamin John S. Defensor III, Atty. Constantino S. de la Cruz, Ms. Amelia B. Cruz, Ms. Heide DC. Payumo and Mr. Tai Gu Kang appeared before undersigned hearing officers. DISHEA Parties were apprised that the conference was called by the Commission with purpose of extracting information concerning the filing of several General Information Sheets for I-CYBERWORLD BIZ, INC., which contain different sets of directors, officers and stockholders. They were informed that everybody will be given their time to speak and, if any, individuals not summoned shall only act as observer to the conduct of proceedings. The undersigned officers were able to extract the following information from the statements of herein parties: Mr. Benjamin John S. Defensor III said that a certain Mr. Jung Ku Lee, one of the incorporators of I-CYBERWORLD BIZ, INC., entered into a contract of loan with him, wherein Mr. Lee borrowed money from him in exchange for shares of stock in said corporation as collateral. Sometime later, Mr. Defensor discovered that Mr. Lee is no longer connected with the corporation and has already transferred his shares to somebody else as stated in the corporation's General Information Sheet. It is then he found out that Mr. Lee is in trouble and so is his money. He believes that he has interest with the corporation. Atty. Constantino S. de la Cruz said that he was an employee of the corporation since 2005. At that time he was serving as President of the corporation, Mr. Defensor came to him claiming that he is a shareholder of the corporation. Atty. De la Cruz found Mr. Defensor's claim believable, regular and valid from the documents presented by the latter. He said that it is his personal choice to side with Mr. Defensor. On the other hand, Ms. Amelia B. Cruz submitted a photocopy of a document entitled "Narration of Facts", allegedly prepared by Atty. De la Cruz himself, and requested that the same be admitted to form part of the records for the proceedings and to aid SEC in its inquiry. Ms. Cruz said that she is a shareholder of the corporation. Ms. Heide DC. Payumo clarified that she is only an employee and nominee shareholder of the corporation. She stressed that her statements is no longer important to the inquiry. Mr. Tai Gu Kang said that he is a nominee shareholder of the corporation and started working with the same as Operation Head in 2009. He said that, at that time, he was closely working with Atty. De la Cruz. He only requested SEC to refer to the document submitted by Ms. Cruz for further clarification. He said that he will no longer comment on legal matters. HESCcA The document entitled "Narration of Facts", submitted by Ms. Cruz, was admitted by SEC to form an integral part of the records of the proceedings. Nothing follows. III. Remarks: Evaluation of the undersigned shows that the issue at hand involves an intra-corporate dispute, on which SEC has no jurisdiction based on the provisions of the securities regulation code. Parties were advised to ventilate the matter before the court. The eleven (11) general information sheets filed for subject corporation by the two (2) groups shall be stamped "disputed" in the SEC records, until SEC receives an order from the court to revoke or strike out any of those reports, found by the court as coming from illegitimate officers or directors of I-CYBERWORLD BIZ, INC. DSEIcT Hearing Officers: (SGD.) ATTY. HONORIO T. DIAZ, JR. (SGD.) ATTY. MARY ANNE V. Securities Counsel III MORALES-LAGURA Officer-in-Charge, Compliance Monitoring Division (SGD.) ATTY. CYRUS MONTESA OGC Representative * Copy hereof received by: 1.) (SGD.) ATTY. CONSTANTINO S. DELA CRUZ, 3-27-13 2.) (SGD.) AMELIA B. CRUZ, 3-27-13 Narration of Events. On January 28, 2013, at around 3:30PM, Mr. John Defensor and Atty. Rudel Panganiban appeared at the ICBI Office. They are with Atty. Mike Arciso and a certain Jocelyn Chung and two other persons. While at the reception, they looked for Atty. Cons dela Cruz. Atty. Cons dela Cruz approached them thinking that their purpose in coming to the ICBI office is related to DK Biofuel issues. Atty. Cons allowed them to enter the office and talked to them. Atty. Cons was surprised when Mr. John Defensor announced that he is taking over ICBI office because he is allegedly one of the new owners of the company. Further, he informed Atty. Cons that he knows that Mr. Hwang is behind the operations of ICBI and that the persons acting as stockholders are mere dummies for Mr. Hwang. He also mentioned that he knows that Mr. Hwang frequently visits the Philippines and knows his schedule. Further, he also asked Atty. Cons a personal question; "How's your mom?" Atty. Cons was surprised, felt threatened, and got the impression he is being watched/monitored, as well as the ICBI office. He then showed Mr. Jake Lee the documents that Mr. Defensor presented him. While studying the document, Mr. Jake Lee was approached by Mr. John Defensor. Mr. Defensor mentioned again that they will be taking over the office. Together with Atty. Panganiban, they announced to the office staff that they are the new owners of the company and that they will transfer the office somewhere in Mandaluyong City. Moreover, Mr. Defensor introduced Ms. Jocelyn Chung. According to him, Ms. Chung was illegally deprived of her shares when she was illegally eliminated from the GIS of the company way back in 2003. Heated arguments ensued between Mr. Jake Lee and Mr. Defensor, Ms. Heide Payumo also joined the argument. Somebody from the staff even called up the police authorities. While the arguments are ongoing, Atty. Happy Adaza, arrived upon the request of Ms. Melly Cruz. Atty. Happy Adaza was able to pacify the situation and was able to calm everyone. The Police also came and merely observed the situation. During the talks, Atty. Panganiban mentioned that they need documents from the company. Particularly, he is asking for the following: 1. Audited Financial Statements for 2011 2. Interim financial statements for 2012 3. Original Amended Articles of Incorporation Mr. Jake Lee refused to give the documents. When Ms. Melly arrived, Mr. Defensor and Atty. Panganiban talked to her. Ms. Melly Cruz also refused to release the documents. She then called up Atty. Homobono Adaza to ask for an advice. Atty. Homobono Adaza talked to Atty. Panganiban and Mr. Defensor and told them that they would have to make a written request for the documents. Further, before releasing the documents, Atty. Adaza would have to personally see the request first. He then invited Defensor and Panganiban for a meeting in his office. They left ICBI office at around 8:30PM. The matter was reported to the police authorities in Police Station 10 Quezon City. Atty. Cons accompanied Marie Salvo to make a statement. Legal Opinion Legality of Document: The document presented by Mr. Defensor is a GIS of ICBI. It was filed by Ms. Jocelyn Chung, former stockholder of ICBI. On its face, the GIS would seem to be legal. It would appear that the stockholders named in the new GIS conducted a special meeting on January 14, 2013. Although the document would appear to be legal, its due execution could be legally questioned. Similarly, its executor, Jocelyn Chung, could be held criminally liable. She may be sued for PERJURY for signing a fake GIS should the same be established. Possible explanation why the name of Atty. Cons appeared in the GIS: (a.) Mr. Defensor would like to establish the validity of submitted documents to PAGCOR and PHILWEB wherein Atty. Cons signed as president. (b.) Put pressure on Atty. Cons to follow orders under threat of legal liabilities should he decide not to follow. Remedy: Delete the name of Atty. Cons from ICBI list of officers and stockholders. This goes the same with the other companies where he appears to be a stockholder. For his safety, and the safety of ICBI, the company management may also allow him to retire from his employment. Possible legal Actions of ICBI: 1. File a Perjury case against Jocelyn Chung for filing fake GIS. - This legal action may have an adverse effect. Ms. Jocelyn Chung may also file a counter charge of perjury against Marivel Mercado, being the corporate secretary of ICBI. 2. File a complaint with the SEC for the nullification of the GIS filed on January 17, 2013. Legality of the attempted takeover: Mr. Defensor, Atty. Panganiban, and Jocelyn Chung, is not correct in just barging in the office of ICBI for purposes of taking over the operations. Logic and legal principles would dictate that proper notification to current stockholders must first be given. They have no right to declare by themselves that they are owners of a number of shares in ICBI. It is only the legal courts who have the authority to declare such ownership, and should they insist and employ force in taking over the ICBI office, they may be held criminally liable for COERCION, ROBBERY, GRAVE THREAT, and UNJUST VEXATION.