In the Matter of Garfour Holdings, Inc.

July 10, 2014 SEC CRMD IN THE MATTER OF GARFOUR HOLDINGS, INC. SEC Registration No. CS201108625 , petitioner . FOR : Cancellation of the Certificate of Incorporation ORDER Before us is the Petition of GARFOUR HOLDINGS, INC. dated June 2, 2014, seeking the cancellation of its Certificate of Incorporation issued by the Commission on June 3, 2011. GARFOUR HOLDINGS, INC. (hereafter "petitioner") is a domestic stock corporation established to operate as a holding company with principal office located at No. 1 Natib St., Cubao, Quezon City. Petitioner's authorized capital stock is Three Million Pesos (P3,000,000.00), divided into three million (3,000,000) shares with a par value of One Peso (P1.00) each. Out of said three million (3,000,000) shares, eight hundred eighty-seven thousand (887,000) shares have been subscribed and paid fully by its incorporating stockholders. FRANCISCO-ZABALLERO, INC., the majority shareholder of petitioner, subscribed to eight hundred eighty thousand (880,000) shares, all of which were paid in the form of real property. To formalize the exchange of property for the shares of stock, FRANCISCO-ZABALLERO, INC., as transferor, and petitioner, as transferee, entered into a Subscription Agreement with Deed of Transfer, whereby the former conveys in favor of the latter parcels of land including thereon improvements covered by Transfer Certificates of Title Nos. N-257697 and N-257703. IcSADC On June 3, 2011, the Commission approved the incorporation of petitioner subject to the conditions set forth in the Guidelines Covering Corporations Using Real Property as Paid-up Capital, adopted by the Commission on November 15, 1994, as stated hereunder: a) That where the payment is made in the form of property, the corresponding shares of stock to be issued thereon shall be held in escrow by the Commission and shall be released only upon presentation of the proof of the transfer of or the certified copy of title thereto in the name of the transferee-corporation to be submitted to this Commission within ninety (90) days from the date of approval of the application extendible for justifiable reasons; b) . . . c) That the non-submission of the documents as required above within the prescribed period after due notice and hearing shall be sufficient ground for the revocation of the related application approved by the Commission or for the institution of appropriate action as the Commission may deem fit under the circumstances. However, records of the Commission show that petitioner has yet to submit any proof of the transfer of the subject properties used as payment for the subscriptions, such as the certified true copy of title thereto registered under its name as transferee. In the case at hand, petitioner instead intimated that the parties to the sale have mutually decided to cancel the transaction, stating that the transfer of the subject properties was not completed and no shares have been issued relative thereto. In support thereof, it submitted the following documents: 1. Deed of Rescission entered into by FRANCISCO-ZABALLERO, INC. and petitioner dated June 2, 2014, expressing their mutual agreement for rescission of their previous subscription agreement; and 2. Resolution of the Board of Directors signed by petitioner's directors dated June 2, 2014, signifying their approval to the rescission of the subscription agreement and the filing of a petition to cancel the certificate of incorporation of petitioner. The Guidelines Covering Corporations Using Real Property as Paid-up Capital provide that non-submission of the proof of transfers of properties used as payment for subscription within the prescribed period, after due notice and hearing, constitutes a sufficient ground for the revocation of the certificate of incorporation issued by the Commission. CAaSHI In view of the continuous failure of petitioner to cause the transfer of subject properties to its name as well as its manifest disinterest to continue as a juridical entity, it is clear that there can be no valid objection to the instant petition. WHEREFORE, the Certificate of Incorporation of GARFOUR HOLDINGS, INC., issued by the Commission on June 3, 2011, is hereby REVOKED for failure to comply with the requirements of SEC Guidelines Covering Corporations Using Real Property as Paid-up Capital dated November 15, 1994. Let a copy of this Order be attached by the Corporate Filing and Records Division (CFRD) of this Department to the records of petitioner on file with this Commission. The Information and Communications Technology Department (ICTD) of this Commission is likewise requested that the revoked status of petitioner be entered in the SEC online database. SO ORDERED. Mandaluyong City, Philippines. July 10, 2014. (SGD.) FERDINAND B. SALES Director