In re Pag-Asa Sales, Inc.

November 24, 2008 SEC EN BANC CASE NO. 09-08-0512 IN THE MATTER OF PAG-ASA SALES, INCORPORATED SEC REGISTRATION NO. 0000069424 RE : Setting Aside Order of Revocation of Certificate of Registration O R D E R Petitioner, PAG-ASA SALES, INCORPORATED, is a stock corporation registered with the Commission on September 06, 1976 under SEC Registration No. 0000069424, with principal office address at 48 Dunwoody Tech., University Hill, Malabon City, engaged in the business of trading of hardware and construction materials, as stated in its Articles of Incorporation. On August 11, 2003, its Certificate of Registration was revoked by virtue of SEC Order dated July 08, 2003 which was published on July 11, 2003 in the Philippine Daily Inquirer for non-filing of reports. Petitioner now prays for the setting aside of the Order of Revocation dated July 08, 2003, on the following grounds: 1. that despite Petitioner's failure to file the required reports, it did not cease to operate its business and continued to hold real properties in connection with the operation of its business and paid real property taxes thereon; 2. that the non-filing of reports was merely inadvertent; and 3. it has no intention to violate the laws or SEC rules and regulations. aCTHDA In support of its Petition, Petitioner submitted the following documents: 1 1. Director's Certificate dated April 15, 2008, certifying that at the special joint meeting of stockholders and directors held on the same date, at 42 Dunwoody St., University Hills Subd., Malabon City at which a quorum was present, the resolution allowing the filing of Petition to Set Aside the Order of Revocation was unanimously approved; 2. Photocopies of O.R.s issued on various dates from 2004-2008 for payment of real property tax for agricultural lands in the name of Petitioner, Office of the Treasurer, Batangas; 3. Copy of Real Property Tax Registry on Agricultural Land issued by the Office of Municipal Treasurer, Batangas dated August 14, 2008; 4. Photocopies of O.R.s issued on various dates from 2003-2008 for payment of real property tax for residential lands in the name of Petitioner, Office of the Treasurer, Batangas; 5. Copy of Real Property Tax Registry on Residential Land issued by the Office of the Municipal Treasurer, Batangas; 6. Copy of Minutes of Special Meeting held on December 07, 2007, for the election of officers and the approval of entering into a lease contract with Mr. Antonio Legarda; 7. Copy of Contract of Lease dated December 07, 2008 with Mr. Antonio Legarda for the lease of a property in Malabon City; and 8. Photocopies of Transfer Certificates of Title Nos. TP-3552, TP-3551 and T-87620 registered in the name of Petitioner signed by the Register of Deeds, Registry of Deeds for Nasugbu, Batangas. Petitioner submitted its 2008 General Information Sheet and 2007 Financial Statements to prove its intention to continue its registration with the Commission. Petitioner also manifested that it has no intention to violate the law and commits to immediately pay the fine as due. On September 11, 2008, the Petitioner paid the fine of PhP13,500.00 under O.R. No. 0209192, for non/late filing of the following, on the years indicated hereunder: REQUIREMENTS NOT FILED FILED LATE General Information Sheet 1996-2007 2008 Financial Statements 1996-2005 2006-2007 Stock and Transfer Book Registered Late WHEREFORE, Petitioner's allegation that its failure to file the Commission's reportorial requirements was merely inadvertent is without merit. 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. The corporation is bound by the said provision of the law and it cannot claim ignorance nor inadvertence as excuse from compliance therewith. However, finding the submitted documents sufficient to establish that Petitioner has been operating since 2003 to present and, its intent to continue as a going concern entity, the Order of the Commission dated July 08, 2003 revoking the Certificate of Registration of PAG-ASA SALES, INCORPORATED, is hereby SET ASIDE. SO ORDERED. Mandaluyong City, November 24, 2008. (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. Photocopies are faithful reproductions of the originals of the documents.