SEC Adm. Case No. 08-07-87 In the matter of Zentex Cyber Solution Ltd., Co

Securities and Exchange Commission SEC Bldg., EDSA Greenhillis, Mandaluyong City Republic of the Philippines Department of Finance

CO IN THE MATTER OF: ZENTEX CYBER SOLUTION LTD.

SEC Admin Case No. 08-07-87 For: Revocation of Corporate Registration

PROSECUTION DEPARTMENT, ENFORCEMENT AND Petitioner.

DECISION

Petitioner, the then Compliance Enforcement Department (hereinafter, "CED') of the C`Petition," for brevity) of Zentex Cyber Solution Ltd. Co. (hereinafter, "Zentex"> filed by Commission-. For consideration. is the instant Petition for Revocation of partnership registration

management and consultancy services" and "to engage in the business of buying and selling of computers but not limited to computer software, hardware and suppties on development, enterprise application integration, programming and design,' project wholesale and retail basis,"3 Zentex is a partnership formed for the purpose of engaging in "software application

has committed serious misrepresentation as to what the partnership can do or is doing to the great prejudice or damage to the general public, by giving false and fictitious partners alleges that there was fraud in the procurement of the registration of Zentex and that it addresses and principal place of business. Presidential Decree No. 902-A, as amended ('PD 902-A," for brevity). In essence, the CED The Petition is anchored on Zentex's alleged viofation of Section 6(I)(1) and (2) of

Zentex in its Articles: of Partnership are false, the Commission ordered the publication in a directing the publication of the same newspaper of general circulation of the Petition,' the Summons as weli as the Order In view of the CED's findings that all the addresses provided by the partners of

2 Now the Enforcement and Investor Protection Department (EIPD). 3 Petition, Annex "B" (Articles of Partnership, Article V). 1 Registered with the Commission on 17 March 2006 under SEC Reg. No. PL200604329 4 Orders dated 07 December 2009 and 06 July 2010.

B In the Matter of Zentex Cyber Solution Ltd. Co., Inc. Page 2 of 6 SEC Admin Case No. 08-07-87.

posted in the Commission's website. In this connection, the Petition, Summons and Order for publication were also

case. To date, Zentex has not filed its Answer or any responsive pleading in the instant

FACTS OF THE CASE:

The relevant facts; as culled from the records are as follows:

received by the Commission's Management Information System and referred to the CED and without paying any taxes. Attached to the email was a map to the said location. regarding an entity which operates as a contact center in Makati without a business permit Sometime in June 2006, an email message from a certain "Dercy dela Rosa" was

Revenue (`BIR," for brevity), the Department of Trade and Industry (`DTI," for brevity) and the Makati City Office, which led them to doubt whether Zentex is the entity being ocular inspection. They were able to confirm that the entity referred to was Zentex which occupies Room 209 2F LPL Building, Sen. Gil Puyat Avenue, San Antonio, Makati City. The CED investigators noted that the entity is duly registered with the Bureau of Internal referred to by the written communication. On 20 July 2006, the CED investigators went to the said location to conduct an

occupying Room 209 is indeed a call center owned by a Singaporean national.5 However, upon further inquiry, the investigators were able to confirm that the firm

business operations of Zentex and to determine whether their activities and operations are conducted in accordance with existing laws, rules, and regulations enforced by the Order dated 25 July 2006 was issued in order to authorize investigators to look into the Commission. To formalize the investigation into Zentex's operations and activities, an Inspection

foreigner, and their Area Manager whom he talks to by telephone. Mr. Sulit and the rest the CED that Zentex is a "marketing arm or telemarketer" on behalf of foreign firms such as VITOL CAPITAL MANAGEMENT, TAHOE FUTURES and MAJOR FINANCIAL INSITUTION. Zentex, Mr. Jay Guerrero, a team leader in the office, tasked with the day-to-day operations of Zentex, including the hiring and training people. Mr. Guerrero stated that he himself has not met Mr. Jeffrey Sulit, General Manager of Zentex, nor "Boss Jamie," a of the partners were not present at the time of the interview. Mr. Guerrero admitted to He likewise admitted that the function of Zentex is "limited in listing the names, positions and contact numbers of their prospective clients" and such information is then forwarded Subsequent investigations by the CED enabled them to interview an employee of

5 Petition, Annex "C". 6 Id., Annex "D".

ae In the Matter of Zentex Cyber Solution Ltd. Co., Inc. SEC Admin Case No. 08-07-87. Page 3 of 6

to their client foreign firms. He further admitted that the telemarketers use a certain "script" provided by each firm."

The said notice was returned "unserved" with a notation that the company is not holding issued to each of the partners at their personal addresses but the same were returned unserved, as follows: Examination" (hereinafter referred to as "Notice," for brevity) addressed to Zentex and its individual partners at the 2F LPL Bldg. 215 Sen. Gil Puyat Ave., San Antonio, Makati City. office at the stated address and not posted in the building directory. A second Notice was The CED investigators then prepared a "Notice Requiring Appearance at an

(Name, Nationality and Address as Appearing in the Articles of Partnership and Remarks on Returns) SUMMARY9

JEFFREY R. SULIT RUDY S. CARANGANA LUMBAO JERALD CHRISTIAN B. Name E Filipino Filipino Nationality Filipino 918 Quirino Highway,Cannot 501 Ilang Ilang Street, Malaria, Caloocan City 500 Gracepark, City Quezon City Address 5 h Caloocan Avenue I There is no Jeffrey Sulit in majority of houses have a Barangay Official Caloocan City Cannot this address according to no house numbers Subject Brgy. Returns (remarks) 185 be be number located, located. Malaria, of is

JASON C. ALCALA Filipino Caloocan City 137 P. Sivilla St. not connected to them. by a public school under construction. address. A certain Fermin address, subject person is Not family supposed to be occupied residing occupies. in this this

MARTINEZ RODOLFO V. Filipino 205 F. Roxas Street, Caloocan City no house numbers majority of houses have Cannot be located,

" Ibid., Annexes "F", "G", "H""I," and "" 7 Petition, par. 10-14. Ibid., Annex "E"

SEC Admin Case No. 08-07-87. Page 4 of 6 In the Matter of Zentex Cyber Solution Ltd. Co., inc.

is number "107" while the highest building number along De Ia Rosa Street is only "167" 1 Sen. Gil Puyat Ave., San Antonio, Makati City. Upon their return, they learned from the building administrator, Joel Ilagan, that Zentex had already vacated the room immediately after the SEC conducted its investigation. When the CED investigators went to the principal office address of Zentex stated in its Articles of Partnership, they discovered that 1302 De la Rosa Street, corner Perea Street, Legaspi Village, Makati City does not exist as they found that the highest building number on the corner of Dela Rosa and Perea Streets The CED investigators returned to the office of Zentex at Rm. 209 2F LPL BIdg. 215

individual partners through registered mail but was returned unserved11. After exhausting all remedies, an Investigation Report (dated 08 March 2007) was executed by the Petitioner12 and the instant petition for revocation was filed. A third Notice of Conference was issued and sent to Zentex as well as to the

ISSUE:

be revoked based on fraud in the procurement of its registration. The sole issue for consideration is whether or not the registration of Zentex should

RULING:

The petition is granted.

Securities and Exchange Commission with Additional Powers and Placing the said Agency under the Administrative Supervision of the Office of the President" or "The SEC Reorganization Act", as amended, provides: Section 6 of Presidential Decree No. 902-A ('PD 902-A"2, the "Reorganization of the

the Commission shall possess the following powers: "Section 6. In order to 'effectively exercise such jurisdiction,

the franchise or . certificate of registration of corporations, partnerships or associations, upon any of the grounds provided by Iaw, including the following: I) To suspend, or revoke, after proper notice and hearing,

12 Ibid., Annex "M". 10 petition, Annex "K" 11 Ibid., Annex"L"

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registration; 1 Fraud in procuring its certificateof

corporation can do or is doing to the great prejudice or damage to general public xx" 2 Serious misrepresentation as to what the

Incorporated vs. Nonesio Rivera, SEC Case No. 02-94-4869 (December 26, 1995): As previously ruled by the Commission in the case of Urban Poor of Pasig

corporation, partnership, or association and the same must be contained or connected with the documents and/or papers presented to this' Commission for the registration of the said corporation, partnership or association." "(T)he fraud mentioned in Section 6, paragraph I, subparagraph 1 of P.D. No. 902-A as amended as one of the grounds for revocation of a certificate of registration of a corporation, partnership or association refers to fraud attendant in the registration of the

addresses stated in the Articles of Partnership.16 corresponds to the street number of the subject principal address.13' The stated address public school.14 Two of the partners are reflected as residing in Caloocan City, but cannot With respect to the other partners, they were unknown at, and not occupying, the partners used fictitious addresses in the Articles of Partnership they submitted to the Commission. The principal place of business of Zentex as stated in its Articles of Partnership is fictitious as no building in Dela Costa and Perea Streets in Makati of partner Ruby S. Carangana is, likewise, false or fictitious as the same is occupied by a be located because majority of the houses in the said area have no house numbers. In the instant case, based on the investigation conducted by the Petitioner, the

Bldg. 215 Sen. Gil Puyat Ave., San Antonio, Makati City, where they first found Zentex, Commission known of such falsities, the registration of Zentex would not have been This is buttressed by the fact that when the CED investigators returned to Rm. 209 2F LPL they discovered that the partnership immediately moved after the CED's visit. Had the approved. Evidently, there is an intention to defraud the Commission and the general public.

I6 Ibid., Annexes "F", "I" and "M". I3 Petition, Annexes "K" and "M" 14 Ibid, Annexes "H" and "M". 15 Ibid., Annexes "G", "" and "M"

" In the Matter of Zentex Cyber Solution Ltd. Co., Inc. SEC Admin Case No. 08-07-87. Page 6 of 6 X

Certificate of Registration of ZENTEX CYBER SOLUTION LTD. CO. (Company Reg. No. PL200604329) is hereby REVOKED. WHEREFORE, premises considered, the instant Petition is GRANTED. The

Department for its information and appropriate action. Let a copy of this Decision be furnished the Company Registration and Monitoring

to the general public. Information Department and all the extension offices of this Commission for dissemination Lastly, let copies of this Decision be -furnished to the Economic Research and

SO ORDERED.

Mandaluyong City, 04 March 2014.

C TERESITA J. HERBOSA Chairperson

MA. Commissioner AM VTEA CUE MANUEL Commissioner 1.13. RTO B. GAItE

ELADIO M. JALA Commissioner ANTONIETA F. IBE Commissioner