SEC Case No. 04-05-58

Republic of the Philippines

Securities and Exchange Commission Department of Finance

PICC Secretariat Building, PICC Complex, Pasay City

In the matter of:

SEC Case No. 04-05-58

NEW INTERNATIONAL ENVIRONMENTAL UNIVERSALITY, INC.

X

DECISION

This resolves the Petition1 filed on 28 April 2005 by the then Compliance and Enforcement Department--now known as the Enforcement and Investor Protection Department (EIPD)---praying that the Commission:

REVOKE the Certificate of Filing of Amended Articles of Incorporation dated 11 July 2012, erroneously issued in the name of [sic] New International Environmental] University, Inc., for the benefit of New International Environmental Universality, Inc., SEC Registration No. D2001-00879;

CANCEL/REJECT the Amendments to Article II (Primary Purpose) of New Universality (SEC Registration No. D2001-00879) filed on 10 July 2002;

PURGE/CLEAN the SEC Records pertaining to New International Environmental the erroneous name "New International Environmental University, Inc." be removed; Universality, Inc., SEC Registration No. D2001-00879, such that all filings containing and

ORDER New International Environmental Universality, Inc., SEC Registration No. D2001 00879 to submit a new application for Amendments to Article II (Primary Purpose) of its Articles of Incorporation

ISSUE

records of SEC Registration No. D2001-00879, such its only corporate name throughout is New International Environmental Universality, Inc. The sole issue2 is whether the evidence presented warrants a cleaning of the

RELEVANT FACTS

A. "NEW UNIVERSALITY" HAS IN ITS SEC RECORD THE ERRONEOUS NAME "NEW

UNIVERSITY

2 Much delay has resulted from subsequent investigations that are not prejudicial to the determination of this case. 1Dated 18 April 2005

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1. New International Environmental Universality ("NEW UNIVERSALITY")

SEC Registration No. D2001-00879, is a domestic corporation, registered via the SEC Davao Extension Office on 3 September 2001.

2. NEW UNIVERSALITY's SEC records3 contain a 11 July 2002 Amendment to

its Primary Purpose (Article II, Articles of Incorporation) containing the name New International Environmental University ("NEW UNIVERSITY") even though (a) it clearly indicated, by underlining, that its proposed amendment was limited to its corporate purpose; and (b) it evidently did not propose to become an institution of higher learning, as it did not submit the necessary requirements to become one. Furthermore, its amended purpose had nothing to do with becoming a university.

B. THERE IS A SIMILARLY-NAMED, RELATED "OLD UNIVERSALITY," BUT NO

SEPARATE "NEW UNIVERSITY

3. There is only one other entity in the SEC record with a similar name.

International Environmental Universality ("OLD UNIVERSALITY"), SEC Registration No. D2000-00494, is a domestic corporation, registered via the SEC Davao Extension Office on 22 June 2000.

4. Apart from the nearly-identical names,4 the SEC records reveal that NEW

UNIVERSALITY and OLD UNIVERSALITY are related,viz:

"NEWUNIVERSALITY" "OLD UNIVERSALITY'

Corporate Name NEW ENVIRONMENTAL UNIVERSALITY, INC. INTERNATIONAL UNIVERSALITY, INC. ENVIRONMENTAL INTERNATIONAL

Principal Address Filipino Equity Place of Registration Domestic/Foreign Stock/Non-Stock Registration Date Registration Number Hangar 3,IEU BuildingSasaHangar 3,IEU Building,Sasa SEC Davao Extension Office Stock Purpose] Domestic 60% (3 out of 5 SHs Filipino) 3 September 2001 D2001-00879 SECrecords UNIVERSITY" in its 2012 Amendment to Primary [Erroneously indicated in the INTERNATIONAL ENVIRONMENTAL asNEW SEC Davao Extension Office Stock Domestic 57% (4 out of 7 SHs Filipino) 22 June 2000 D2000-00494

4 Note that much confusion has resulted from focusing on the word "Universality" that is shared 3 Last accessed on SEC I-View, 26 March 2017.

by these two entities. This can be avoided by likewise focusing on the first word, "New," that is only part of the name of one entity (New Universality). It was only New Universality that was erroneously re-named (as New University) in the SEC records.

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Authorized Capital Stock Type of License Airport,Davao City PHP 3,000,000divided into Primary personality but not allowed to 30,000 shares with a par value of PHP 100 per share Granted separate License juridical only. Airport,Davao City PHP1,000,000 personality but not allowed to 10,000 shares with a par value of PHP 100 per share Primary Granted separate License divided juridical into only.

Primary Purpose sell securities treatment, waste recycling, soil and manufacture of new metals maintain the business of water organic and inorganic materials, construction, metalprocessing and materials by electron and conduct research, development To rehabilitation, biomolecular neutron rearrangement and to and introduction innovative alternative power. engage in, engineering separation and treatment conduct of new and and of maintain the business of water treatment, waste recycling, soil organic and inorganic materials, and manufacture of new metals and materials by electron and neutron rearrangement and to TO biomolecular construction, metal processing conduct research development sell securities. rehabilitation, innovative and alternative power engage in, conduct and introduction engineering separation treatment of and new and of

Secondary Purpose and exportation of metals. minerals and rural products. organic and inorganic materials, and manufacture of new metals and materials by electron and [PROPOSEDAMENDMENTin conduct conduct research, development 2002: To engage in processing business waste rehabilitation, biomolecular construction,metalprocessing neutron rearrangement and to seminars and innovative alternative power.] practical *TO introduction conduct and of water treatment, and recycling, and engineering : maintain : separation - and treatment training symposium, theoretical of new for the Soi and of [none]

application including research and development culture, agriculture, of aqua-

Name, interlocking directors shaded) Residence of Incorporators and Initial Directors (with Nationality, and Allan J.Clarke application 4148MeadowslonCircleLas Vegas,NevadaUSA multi-purpose the research and development Australian) Robert A.Clarke earthworks, construction, [*Added in 2001] of mineral cold cannery, and engineering procedures storage, extraction 4148Meadowslon Circle,Las Vegas,Nevada,USA Robert A.Clarke Allan I.Clarke (Australian)

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(Australian) Vegas,Nevada,USA Engr. Reynaldo Hibionada Km. 17 Ilang, Tibungko, Davao 4148MeadowslenCircle Ma. Lina Fe D. Clarke (Filipino) City Marietta U. Razon 363 Rizal St., Davao City Block 11 Lot 5 Akle St., Novatiera Davao City (Filipino) (Filipino) Las 4148 Meadowslen CircleLas VegasNevadaUSA Andrew J.Clarke Vegas, Nevada, USA (Australian) Raul J.Hollero 236 Summerville Village, Lanang. Beverly R. Palamara Brgy. W. Aquino, Agdao, Davao Edmund E. Abug (Australian) 4148Meadowslen Davao City (Filipino) 236 Summerville Village, Lanang, Davao City (Filipino) City LanangDavao City (Filipino) Ruth A. Hollero (Filpino) 220 Summerville Circle, Village, Las

Registration No. D2001-00879), there is no record of a separate entity by the name of 5 Apart from the errors in the SEC records of New Universality (SEc

New International Environmental University ("New University").

C. THE ERRONEOUS 2002 AMENDMENTS WERE ACCEPTED BY SEC-DAVAO

1. On 10 July 2002, New Universality filed an Amendment to its Articles of Incorporation (AOI) with SEC Davao ExtensionOffice(SEC-Davao)

specifically its Primary Purpose which was certifieds by its Directors and underlined in accordance with the Corporation Code.?

7. The Directors' Certification of "Additional Text for Primary Purpose" and the

proposed Amended AOI both contained the erroneous name New University: This change of name was not underlined, nor was there any certification concerning its amendment.

8. On 11 July 2002, the Amended A0I was approved and a Certificate of Filing

issued by SEC Davao Extension Office, signed by its officer-in-charge, Atty. Godofredo M. Duremdes III ("Atty. Duremdes"). The Amendments approved and certified by SEc-Davao were (a) the primary purpose, and (b) the corporate name, from New Universality to New University. This

6 Amended AOI (with Primary Purpose underlined) was attached as Annex B of Petition 8 Supra, Note 5 and 6. 5 Directors' Certification of the proposed amendment was attached as Annex A of Petition. 7 2nd Sentence, 2nd Paragraph of Section 16, Corporation Code: "xxx Such articles, as amended shall be indicated by underscoring the change or changes made xxx" 9 The Certificate of Filing Amended AOI was attached as Annex C of the Petition.

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approval/certificate caused the error in the SEc records and is the document sought to be purged.

9. On 25 November 2004, the SEC received a letterio from a certain Engr

Priscilo B. Paz ("Engr. Paz") requesting for the issuance of a Cease and Desist Order (CDO) against New Universality owned by a certain Allan J. Clarke which had been representing itself as New University in its business dealings in Davao City. Engr. Paz also cited Old Universality as another company owned by Clarke.

10.For the purpose of disproving the existence of New University Engr. Paz

obtained a Negative Certification dated 9 November 200411 from the SEC This document, however, had the unintended effect of validating the existence of New Universality and Old Universality.

11.On 21 December 2004, Atty. Duremdes issued a Show Cause Order against

Clarke, but no response from the latter was ever filed.

D. TO RECTIFY, SEC-DAVAO RECALLED THE DUPLICATE-ORIGINALS IN 2005

12.0n 17 January 2005, the [EIPD] issued an Orderi2 against Clarke (as Incorporator/Director of New Universality), signedby Dir. Hubert B.

Guevara ("Dir. Guevara"), recalling the duplicate-originals of (a) the Certificate of Registration, (b) the full-text of the approved Amended AOI and (c) any other document that erroneously reflects the word "University instead of the correct word "Universality."

13. On 27 January 2005, consistent with the [EIPD] Order, Atty. Duremdes sent a

letter13 to the then SEC Chair, Fe B. Barin, stating that he had already obtained the duplicate-originals14 of (a) the Certificate of Registration and (b) the full-text of the approved Amended AOI.

14. On 7 March 2005, Engr. Priscilo Paz (using the title "Capt. Priscilo Paz") sent

another letter15 requesting for a CDO against Allan J. Clarke for the use of the corporate name New University in business.

15.On 11 April 2005, the SEC issued an Order,16 signed by then General Counsel

Vernette Umali-Paco ("GC Paco"), that (a) enjoined New Universality, and any persons connected with it, from using the name New University, and (b) ordered New Universality to confine its operations to the primary and

11 The Negative Certification against New University was attached as Annex D-1 of the Petition. 10 Engr. Paz's 2004 Letter to the SEC was attached as Annex D of the Petition. 12 The 17 January 2005 [EIPD] Order to Recall was attached as Annex F-1 of the Petition. 13 Atty. Duremdes' Letter dated 27 January 2005 was attached as Annex G of the Petition. 14 The duplicate-originals of the Certificate and AOI were attached as Annex H of the Petition. 15 Engr. Paz's 2005 Letter to the SEC was attached as Annex I of the Petition. 16 The Order of the SEC En Banc dated 11 April 2005 was attached as Annex I-1 of the Petition

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secondary17 purposes in its AOI. These purposes do not refer to running an educational institution

E. ENGR. PAZ MADE FURTHER ALLEGATIONS OF FRAUD THAT WERE NOT PROVEN

16. On 9 December 2006, Engr. Paz sent another letter18 to the SEC, alleging fraud not only on New Universality and Allan J. Clarke, but also on officials of

SEC Davao Extension Office, including Atty. Duremdes.

17. In his letter, Engr. Paz claimed there are two entities, New Universality and

New University, both covered by SEC Registration No. D2001-00879. He attached supposed photocopies of the Certificates of Incorporation, under SEC Registration No. D2001-00879, issued in the names of New Universality and New University. However, these documents were not consistent with the official records.

18. Rather, it is clear that SEC Registration No. D2001-00879 pertains only to New Universality. In all the official records, including Engr. Paz's own

negative certification,19 New Universality is the only name that appears for that registration number. A search on the current I-View yielded the same result.20

19. On 17 January 2007, Dir. Guevara sent a Memo21 to GC Paco, stating inter alia

Extension Office of the Certificate of Filing Amended Articles of that "There has been no findings of fraud in the said issuance by the Davao

Incorporation dated July 11, 2002."

20.0n 1 March 2007, the Company Registration andMonitoring Division

(CRMD) issued another Negative Certification22 against New University. At the same time, it represented that a similarly named entity, New Universality appears under SEC Registration No. 2001-00879.

F THE ERRONEOUS NAME REMAINS IN SEC RECORDS, EVEN IN THE LATEST I-VIEW

21. To reiterate, New Universality is a duly-registered corporation under SEC

Registration No. D2001-00879. In 2002, certain documents containing the erroneous name, New University, became part of its records. The SEC, upon

only place where the "New University" name still appears is in the SEC realizing this error, successfully recalled the duplicate-originals in 2005. The

official records.

19 Supra, Note 11. 21 Dir. Guevara's Memo to GC Paco is attached here as Appendix 2 22 The CRMD negative Certification dated 1 March 2007 is attached here as Appendix 3. 17 Added in a 2001 amendment (where there was no error in the corporate name). 18 Engr. Paz's 2006 Letter to the SEC is attached here as Appendix 1. 20 Supra, Note 3.

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22. To date, the erroneous Certificate of Filing and approved Amended AOI remains in the SEC records of New Universality. The documents are visible to the public through SEC I-View.23

DISCUSSION

confusion that we must, with haste, validate and finalize the SEC En Banc Order dated 11 April 2005, enjoining the use of the name "New University." The recall of documents and a prejudicial question to the sought-for Cleaning/Purging of the records of New Universality, SEC Registration No.D2001-00879. It is precisely to prevent fraud and/or It cannot be gainsaid that any further attempts to investigate fraud do not pose

the subsequent injunction against the use of the name New University in business are clearly correct.

incorporation or disapprove any amendment thereto if the same is not in compliance Under Section 17 of the Corporation Code, the SEC "may reject the articles of

with the requirements of this Code" (Emphasis supplied).

is "not in accordance with the form prescribed herein" As already stated, Section 16 requires that proposed changes must be underscored in the Amended AOI and accompanied by a Certification by the Directors. Section 17(1) provides specifically that an amendment may be disapproved if it

the [SEC] if the proposed name is identical or confusingly similar to that or of any existing corporation or to any other name already protected by law or is patently deceptive, confusing, or contrary to existing laws." Furthermore, Section 18 provides that "No corporate name may be allowed by

prove that the name New University is confusingly similar to New Universality and the The circumstances of this case, affecting both the public and the government.

change should not be allowed.

university. It does not have any license from the Commission on Higher Education or other appropriate agency to operate as such, and it would be "patently deceptive" to present itself to the public as an educational institution by the use of that name. Moreover, New Universality cannot use New University because it is not a

but that is a matter for a separate case. Based on the record, it is worth looking into the following grounds for Revocation/Suspension: without the assistance of Engr, Paz, for these same or other corporate offenses. The EIPD may indeed continue investigating New Universality, with or

(2) Possible fraud in certification; (1) Non-filing of annual GIS and FS; (3) Possible ultra vires; and (4) Possible violation of foreign equity rules.

23 Supra, note 3.

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Would be moot, because it was revoked on 27 June 2006. As to Old Universality, which Engr. Paz claims is also fraudulent, an investigation

WHEREFORE, premises considered, the Petition is hereby artially granted

The CRMD is hereby directed to:

REVOKE the Certificate of Filing of Amended Articles of Incorporation dated Environmental Universality, Inc., SEC Registration No. D2001-00879; 11 July 2012, erroneously issued in the name of [sic] New International Environmental University, Inc., for the benefit ofNew International

CANCEL/REJECT the Amendments to Article II (Primary Purpose) of New Universality (SEC Registration No. D2001-00879) filed on 10 July 2002;

PURGE/CLEAN the SEC Records pertaining to New International Environmental Universality, Inc., SEC Registration No.D2001-00879, such that all filings containing the erroneous name "New International Environmental University, Inc." be removed; and

ORDER New International Environmental Universality, Inc., SEC Registration No. D2001-00879 to submit a new application for Amendments to Article II (Primary Purpose) of its Articles of Incorporation.

The EIPD is hereby directed to:

CONDUCT AN INVESTIGATION into New International Environmental Universality, Inc., SEC Registration No. D2001-00879, for possible violations of laws within the mandate of the Commission; and

INITIATE/FILE the appropriate cases.

SO ORDERED.

Pasay City, Philippines; 18 July 2017.

TERESITA J.HERBOSA

Chairperson

ANTONIETA F. IBE Commissioner m EPHYRO LUIS BAMATONG Commissioner

AM *EMILIO B.AQUINO ommissione Commissioner *On Leave