In the Matter of Philippine Stem Cell Society (PSCS), Inc.

July 28, 2014 SEC CRMD IN THE MATTER OF PHILIPPINE STEM CELL SOCIETY (PSCS), INC. SEC Reg. No. CN201232533 FOR : Revocation of Certificate of Incorporation for Failure to Comply with the Requirement of PRC Endorsement as a Professional Organization ORDER For consideration of the Commission is the revocation of the Certificate of Incorporation of Philippine Stem Cell Society (PSCS), Inc. ("PSCS") for its failure to comply with the lawful order of the Commission to secure a favorable endorsement from the Professional Regulation Commission (PRC) in relation to the issuance of its certificate of registration. The Philippine Stem Cell Society (PSCS), is a non-stock, non-profit corporation registered with the Commission on 25 October 2012 under SEC Reg. No. CN201232533 with principal office located at Luzon Kidney Institute, Al's Annex Bldg., McArthur Highway, San Nicolas, Tarlac City, established to promote, propagate and enhance the practice of regenerative medicine in the Philippines through stem cell therapy and research. Pursuant to a Memorandum of Agreement entered into, by, and between the SEC and the PRC on September 16, 2002, any professional organization seeking to register as a corporation must secure a favorable endorsement from the latter, to serve as PRC "Certification of Non-Objection" to determine if its documents and purposes are not inconsistent with those of R.A. No. 8981, called as the "PRC Modernization Act of 2000" and such other laws, policies and regulations relative thereto. However, in the case of subject corporation, its application for registration was approved by the SEC Tarlac Extension Office on 25 October 2012 sans the required endorsement. aESTAI This Department sent summons dated 14 October 2013 directing subject corporation to secure a favorable endorsement from the PRC and to present to the Commission proof of its application within fifteen (15) days from receipt thereof. The Philippine Stem Cell Society (PSCS), Inc., through its president, a certain Dr. Vladimir P. Liwanag, in its letter of 13 November 2013, offered an explanation for the procedural lapse in failing to secure the PRC endorsement. It also furnished this Department a copy of its application to PRC seeking an endorsement or certification of non objection. The Professional Regulatory Board of Medicine, in its letter of 2 December 2013, acknowledged the receipt of subject corporation's application for a PRC endorsement and accordingly, directed PSCS to comply with additional requirements. Likewise, it requested clarification behind the registration of PSCS despite the absence of endorsement from PRC. In a letter dated 12 March 2014, this Department replied to the Board that the case of PSCS was just an isolated case, an overlook on the part of the SEC Tarlac Extension Office, which may be considered a neophyte extension office at the time of the incorporation of PSCS. Pursuant to the letter of the Professional Regulatory Board of Medicine, this Department communicated with PSCS on 12 March 2014, and directed it to give an update of the status of its application with the PRC. To date, records of the Commission does not show that subject corporation has complied with the directive to secure a favorable endorsement from the PRC pertinent to its registration as a professional organization. EcATDH In a Memorandum dated 21 July 2014, the Tarlac Extension Office, through its Acting Director Richard R. Laus manifested that Dr. Vladimir P. Liwanag informed him, after receipt of the summons of SEC, that the society cannot comply with the PRC endorsement because some incorporators, although engaging in stem cell activity, do not have certifications from competent authority to engage in the practice thereof. WHEREFORE, premises considered, the Certificate of Incorporation of PHILIPPINE STEM CELL SOCIETY (PSCS), INC., is hereby REVOKED, for its failure to secure a favorable endorsement from the Professional Regulation Commission (PRC), or a PRC "Certification of Non-Objection", pursuant to a Memorandum of Agreement entered into, by, and between the SEC and the PRC on September 16, 2002. Thus, absent this endorsement, there is no basis to conclude that its incorporation documents and purposes, are not inconsistent with those of R.A. No. 8981, called as the "PRC Modernization Act of 2000" and R.A. 2382, as amended, known as the "Medical Act of 1959". Accordingly, let this ORDER be attached to the records of the corporation on file with the Commission, copies thereof be furnished the Corporate Filing and Records Division, and its "revoked status" be entered in the Commission's database. SO ORDERED. Mandaluyong City, Philippines. July 28, 2014. (SGD.) FERDINAND B. SALES Director Company Registration and Monitoring Department Securities and Exchange Commission