In the Matter of Mountain Woods Inn, Inc.

March 12, 2009 SEC EN BANC CASE NO. 01-09-0606 IN THE MATTER OF MOUNTAIN WOODS INN, INC. SEC REGISTRATION NO. A1998-12621 FOR : Setting Aside the Order of Revocation of the Certificate of Registration O R D E R Petitioner, MOUNTAIN WOODS INN, INC. (FORMERLY BRENTWOOD DORM, INC.), is a stock corporation registered with the Commission on 18 August 1998 under SEC Registration No. A1998-12621, with office address at 1536 & 1537 Entemedor St. West Kalayaan, SBFZ, Olongapo City, 1 organized to operate a world class boarding house, as stated in its Articles of Incorporation. aCTcDH On 1 December 2005, its Certificate of Registration was revoked by the Commission, by virtue of SEC Order dated 25 October 2005, published on 28 October 2005 in the Philippine Daily Inquirer, for non-filing of reports. Petitioner now prays for the setting aside of the Order of Revocation dated 25 October 2005, on the following grounds: 1. that Petitioner's officers were not aware of the Commission's reportorial requirements, and has no intention to violate the law and any SEC rules and regulations; and 2. that Petitioner is in operation since its incorporation and that it intends to continue its operation. In support of its Petition, Petitioner submitted the following documents: 2 1. Directors' Certificate dated 16 December 2008, certifying that at a regular joint meeting, held on 15 November 2008, in 1536 & 1537 Entemedor St., West Kalayaan, SBFZ, at which a quorum was present, the resolution allowing the filing of Petition to Set Aside Order of Revocation was approved; 2. Photocopies of Petitioner's Certificate of Registration and Tax Exemption for 1998, 2000, 2005 to 2008, Subic Bay Freeport Zone, Subic Bay Metropolitan Authority; 3. Photocopies of Petitioner's 1999, 2003 to 2007 Annual Income Tax Returns, with accompanying audited financial statements; and 4. Photocopies of Petitioner's Official Receipts issued on various dates in December 2008; Petitioner submitted its 2008 General Information Sheet and 2007 Financial Statements to prove its intention to continue its registration with the Commission. It also commits to immediately pay the fines as due. Upon evaluation of the submitted documents vis--vis the records on file with the Commission, it appears that the Petitioner violated Section 16 of the Corporation Code of the Philippines (the Code), on the principal address of the corporation ( 1536 & 1537 Entemedor St. West Kalayaan, SBFZ, Olongapo City , as stated in its Petition and as shown by the supporting documents) without properly amending its Articles of Incorporation (which states, 127-B Argonaut Highway, SBFZ, Olongapo City ). Thus, a fine of Php10,000.00 3 was imposed on the Petitioner, pursuant to Section 144 of the Code. THaAEC On 23 January 2009, Petitioner paid the fine of P15,750.00, under Official Receipt No. 0250884, for non/late filing/registration of the following, on the years indicated hereunder: REQUIREMENTS NOT FILED FILED LATE General Information Sheet 1999-2007 2008 Financial Statements 1999-2005 2006-2007 Stock and Transfer Book Registered Late WHEREFORE, Petitioner's allegation that its officers were not aware of the Commission's reportorial requirements is without merit considering that Section 141 of the Corporation Code of the Philippines requires corporations to submit an annual report of its operations and such other requirements as the Commission may require. Petitioner is bound by the said provision of the law and it cannot claim negligence as excuse from compliance therewith. However, finding the submitted documents sufficient to establish Petitioner's operation since incorporation, and its intent to continue as a juridical entity, the Order of the Commission dated 25 October 2005, revoking the Certificate of Registration of the MOUNTAIN WOODS INN, INC. is hereby SET ASIDE. Further, the Petitioner is hereby directed to file its application for the amendment of its Articles of Incorporation (changing its principal office from 127-B Argonaut Highway, SBFZ, Olongapo City to 1536 & 1537 Entemedor St., West Kalayaan, SBFZ, Olongapo City ) within thirty (30) days from date of receipt hereof. Petitioner is warned that non-compliance therewith shall constitute a continuous violation of Section 16 of the Code. Furthermore, the Petitioner is hereby directed to submit its 2009 Mayor's Permit within the same period stated above. Failure on the part of the Petitioner to comply with the directive shall cause the recall of this Order. SO ORDERED. Mandaluyong City. March 12, 2009. aSADIC (SGD.) FE B. BARIN Chairperson (SGD.) MA. JUANITA E. CUETO Commissioner (SGD.) JESUS ENRIQUE G. MARTINEZ Commissioner (SGD.) RAUL J. PALABRICA Commissioner (SGD.) THADDEUS E. VENTURANZA Commissioner Footnotes 1. Per 2008 Amended GIS dated 23 January 2009. 2. Photocopies are faithful reproductions of the originals of the documents. 3. Included in the OR.