In re Twingates Development Corp.

November 24, 2008 SEC EN BANC CASE NO. 10-08-0525 IN THE MATTER OF TWINGATES DEVELOPMENT CORPORATION SEC REGISTRATION NO. AS095-004324 FOR : Setting Aside the Order of Revocation of the Certificate of Registration O R D E R Petitioner, TWINGATES DEVELOPMENT CORPORATION, is a stock corporation registered with the Commission on 03 May 1995, under SEC Registration No. AS095-004324, with principal office at G/F Morninglow Building, 607 EDSA, Cubao, Quezon City, engaged in real estate development business, as stated in its Articles of Incorporation. cTECHI On 3 November 2003, its Certificate of Registration was revoked by the Commission, by virtue of SEC Order dated 30 September 2003, published on 4 October 2003 in the Philippine Daily Inquirer, for non-filing of reports. Petitioner now prays for the setting aside of the Order of Revocation dated 30 September 2003, on the following grounds: 1. that it will resume commercial operations due to favorable business conditions which was not present in the previous years; 2. that the community will benefit from the jobs it will generate; 3. that it has no intention to violate the law and any SEC rules and regulations; 4. that it shall henceforth submit reportorial requirements; and 5. that it intends to continue it registration with the Commission. In support of its Petition, Petitioner submitted the following documents: * 1. Photocopy of its 2008 Mayor's Permit, Quezon City. 2. Photocopy of Official Receipt No. 3802 issued to Petitioner on September 18, 2008 by the Chamber of Real Estate and Builders' Associations, Inc. (CREBA, Inc.) as payment for its membership and annual dues; 3. Directors' Certificate dated 19 September 2008 certifying that at the special meeting of the stockholders and the Board of Directors, held on 16 September 2008, at G/F Morninglow Building, 607 EDSA, Cubao, Quezon City, at which a quorum was present, the resolution allowing the filing of the Petition to Set Aside Order of Revocation was approved; and 4. Photocopy of the Letter of intent to buy of Brenda Angeline K. Velasco-Ho to Mr. Rene Daniel S. Rieza, President of the Petitioner over the 600 sq. meter lot located at Malakas St. between Fersal Hotel and PG Tower. 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. THSaEC Upon evaluation of the submitted documents vis-a-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) by effecting a change in its principal office address (G/F Morninglow Building, 607 EDSA, Cubao, Quezon City as stated in its 2008 GIS, and its 2007 FS) without properly amending its Articles of Incorporation (which states 132 Malakas St., Central District, Diliman, Quezon City). Thus, a fine of Php10,000.00 1 was imposed on the Petitioner, pursuant to Section 144 of the Code. On 6 October 2008, Petitioner paid the fine of Php23,500.00, under Official Receipt No. 0216764, for non/late filing of the following, on the years indicated hereunder: Requirements Not Filed Filed Late General Information Sheet 1996-2007 Financial Statements 1996-2006 2007 WHEREFORE, finding the submitted documents sufficient to establish Petitioner's intent to continue as a going concern entity, the Order of the Commission dated 30 September 2003, revoking the Certificate of Registration of the TWINGATES DEVELOPMENT CORPORATION, is hereby SET ASIDE. Petitioner is also directed to file its application for the amendment of its Articles of Incorporation (reflecting the place of its principal office from 132 Malakas St., Central District, Diliman, Quezon City to G/F Morninglow Building, 607 EDSA, Cubao, Quezon City). Failure on the part of the Petitioner to comply with this directive shall constitute a continuing violation of Section 16 of the Code. SO ORDERED. Mandaluyong City, November 24, 2008. (SGD.) FE B. BARIN Chairperson MA. JUANITA E. CUETO Commissioner (SGD.) JESUS ENRIQUE G. MARTINEZ Commissioner (SGD.) RAUL J. PALABRICA Commissioner (SGD.) THADDEUS E. VENTURANZA Commissioner Footnotes * Photocopies are faithful reproductions of the originals of the documents. 1. Included in the OR. ADcSHC