In the Matter of Red Sea Bar & Restaurant, Inc.

June 11, 2014 SEC CRMD IN THE MATTEROF REDSEABAR & RESTAURANT, INC. SEC Registration No. A199911738 FOR : Revocation of Certificate of Incorporation for Violation of the CorporationCode ofthe Philippines and the SECRules and Regulations on Reportorial Requirements ORDER WHEREAS, the records of this Commission show that RED SEA BAR & RESTAURANT, INC., (hereafter referred to as the "corporation"), registered with the Commission on 26 July 1999 under SEC Registration No. A199911738, failed to submit the following as required by the Corporation Code of the Philippines and the SEC rules and regulations on reportorial requirements: Requirements Not Filed General Information Sheet 2000-2002; 2004-2013 Financial Statements 2005-2012 Stock and Restaurant Not Registered WHEREAS, Section 141 of the Corporation Code of the Philippines requires corporations to submit their annual reports to the Commission, such as, General Information Sheets and the Financial Statements, thus: "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." ECcTaH WHEREAS, on 06 March 2014 an Order was issued in SEC Admin. Case No. 09-01-03 entitled In the matter of Red Sea Bar & Restaurant, Inc. the dispositive portion of which states "WHEREFORE, premises considered, the instant Petition is hereby DISMISSED for lack of merit. For Failure of RED SEA BAR & RESTAURANT, INC. to file its financial statements and General Information Sheets for a period longer than at least five (5) years, the matter is hereby referred to the Company Registration and Monitoring Department for appropriate action." (Annex A) Hence on 31 March 2014 this Department sent Notices of Conference directing the corporation, through its officers or authorized representatives, to appear before the Commission and to show cause why it should not be penalized for noncompliance with the Commission's reportorial requirements; WHEREAS, said Notices were personally served to the corporation and Ms. Josephine I. Kadir, a director of the same, which was received by Mr. Eugene C. Lingot and Ms. Marigie S. Setenta, respectively, as evidenced by the affidavits of service executed under oath by the Commission's driver/messenger, Mr. Fernan Apring who served the same (Annex B). WHEREAS, on 22 April 2014 or on the day of the conference, the corporation or any of its representatives failed to appear before the Commission. WHEREAS, Section 5 (m) of Republic Act No. 8799, also known as the Securities Regulation Code and Section 6 (i) of Presidential Decree No. 902-A, as amended, vest the Commission with authority to revoke, after proper notice and hearing, the franchise or Certificate of Incorporation of corporations upon any of the grounds provided by law including the following: [4] Continuous inoperation for a period of at least five (5) years; [6] Failure to file required reports in appropriate forms as determined by the Commission within the prescribed period; WHEREAS, considering the corporation's failure to file the required reports within the prescribed period, the Commission finds sufficient ground to revoke its Certificate of Incorporation. WHEREFORE, in view of its non-submission of the required reports, the Certificate of Incorporation of RED SEA BAR & RESTAURANT, INC. is hereby REVOKED for violation of Section 141 of the Corporation Code of the Philippines and SEC rules on reportorial requirements. SO ORDERED. aSTAHD Mandaluyong City. June 11, 2014. (SGD.) FERDINAND B. SALES Director Company Registration and Monitoring Department Securities and Exchange Commission