SEC Adm. Case No. 01-10.112 Davis Mayer Group, Inc.

Republic of the Philippines

SEC Bldg. EDSA, Greenhills, Mandaluyong City SECURITIES AND EXCHANGE COMMISSION

IN THE MATTER OF

DEPARTMENT, DAVIS MAYER GROuP, INC ENFORCEMENT AND PROSECUTICN Petitioner. For: Revocation of Corporate SEC Admin Case No. 01-10-112 Registration

O

DECISION

Corporate Registration of Davis Mayer Group, Inc. ('DMGI" for brevity) dated 20 January 2010, filed by the Enforcement and Prosecution Department C'EPD" for brevity) on the ground of using fictitious and/or non-existent addresses of the corporation and its incorporators for purposes of registration, in violation of Sectionl 6(1)(1) of Presidential Decree No. 902-A, as amended. For consideration of the Commission En Banc is the Petition for Revocation of

FACTS OF tHE CASE

under SEC Registration No. CS200709086 with principal place of business at Unit DMGI is a corporation duly registered with the Commission on 14 June 2007

118 SPVI Building, 2251 Don Chino Roces Avenue, Makati City.

This case stemmed fron: two e-mail messages dated 23 and 24 June 2008 received by the EPD from a certain Dui Sian Ling, a Singaporean, complaining that

Talbot & Reese, a company purportedly under receivership and operating under he, along with other fellow Singaporeans, were being conned and defrauded by DMGI. This prompted the EPD to conduct an investigation on the activities of DMGI.

Upon verification by the EPD, it was found out that the address of DMGI's principal office was fictitious owing to the fact that as per certification from Sure Plus Vantage, Inc., thi: lessor of SPVI Building, DMGI has never been a tenant of the said building.1 Likewise, upon thorough investigation, it was established that the respective addresses used by: the incorporators in DMGI's Articles of Incorporation were either fictitious or fabricated.?

2 Petition, Annex "F" to "I. 1 Petition, Annex "E."

SEC Admin. C:se No. 01- 10- I I2 Enforcerment and Prosecution Department In the Matter of Davis Mayer Group. Inc.

for the' revocation of corporate'registration of DMGI. On 20 January 2010, the EPD, on the basis of its own findings, filed a petition

publication of the said Order together with the Summons once in a newspaper of general circulation. In addition, the EPD was likewise directed to cause the posting of the said Order and Summons in the Commission's website (www.sec.gov.ph) for thirty (30) days. On 04 February 2010, an Order was issued directing the EPD to cause the

published in the 17 February 2010 issue of the PDI. Commission stating that the Summons and the Order dated 04 February 2010 were Classified Ads Manager of the Philippine Daily Inquirer ("`PDI'), was submitted to this On 18 March 2010, an Affidavit of Publication executed by Lourdes C. Diaz,

ISSUE

sufficient ground to revoke DMGI's: certificate of registration. The sole issue to be resolved in this case is whether or not there is a

We rule in the affirmative.

in default. As a consequence, the Commission shall render judgment on the basis of Answer to the Petition, DMGI has yet to file the same. Thus, pursuant to Section 3- 123 of the 2006 Rules of Procedure of the Commission, DMGI shall be considered as the petition. Upon the publication of the Order of the Commission for DMGI to file its

We now resolve the case on its merits.

Section 6(l)(1) of Presidential Decree No. 902-A, as amended provides for the power of the Commission to revoke a corporation's certificate of registration on the ground of fraud in procuring the certificate of registration, to wit:

Commission shall possess the foliowing powers: 'Sec. 6. In order to effectively exercise such jurisdiction, the

X X X

(i) To suspend, or revoke, after proper notice and hearing, the

or associations, upon any of the grounds provided by law, franchise or certificate of registration of corporations, partnerships including the following:

3 SEC. 3-12. Effect of Failure to Answer. If the respondent fails to answer the complaint within the abovestated period, he shall be considet'eu as in default. The Hearing Panel or Officer shall, motu proprio proceed to render judgment granting the complainant such relief as the complaint may warrant, uniess the Hearing Panel or Officer determines that the complainant should be required to submit ex parte additional evidence.

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Enforcement and Prosecution Department In the Matter Of Davis Mayer Group. Inc. SEC Admin. Case No. 01-10- 1 12

1. Fraud in procuring its certificate of registration;

X X X

Code ('Code" for brevity).4 It defines "the charter of the corporation and the contractual relationships between the State and the Corporation, the stockholders and the State, and between the corporation and the stockholders. Commission, the filing of its Articles of Incorporation is necessary. The articies of incorporation is the document prepared by the persons establishing a corporation and filed with the Commission containing the matters required by the Corporation As part of the requirements for DMGI's incorporation and registration with the

of the requirement is to fix the residence of the corporation in a definite place, corporation." More so, in line with the "full disclosure" requirement of existing laws, feasibie, the street number, street name, barangay, city or municipality; and (ii) incorporation must state the "piace where the principal office of the corporation is to be established or located, which place must be within the Philippines." The purpose instead of allowing it to be ambulatory for effective supervision and regulation of the it is now mandatory that all corporations and partnerships applying for registration with the Commission shouid state in their Articles of Incorporation or Articles of partner. Partnership the (i) specific address of their principal office, which shall include, if specific residence address of each incorporator, stockholder, director, trustee or Section 14(3) :of the Code specifically provides that the articles of

incorporation, DMGI has not filed its Generai Information Sheet and Audited at the time of its application for registration by making use of fictitious or non- existent .addresses of its principal office and incorporators. Also, since its Financial Statements as reguired by the Commission, Evidently, there is an apparent intention to defraud the Commission and the general .public. Had the Commission known of such falsities, the registration of DMGI would have been denied pursuant to Section 17 of the Code.8 The findings of the EPD reveal that DMGI falsified its articies of incorporation

fictitious, fabricated and non-existent addresses in its articles of incorporation filed with the Commission for purposes of registration, there was a clear violation of Section 6(I)(1) of P.D. 902-A, as amended. Thus, the revocation of the certificate of From the foregoing, and after having established that DMGI employed

registration of DMGI is warranted.

WHEREFORE, premises considered, the Petition is hereby GRANTED.

4 Batas Pambansa Blg. 68 (1980). 5 Government of the Philippine Islands vs. Manila Railroad Co., 52 Phil. 169 (1929). 6 Young Auto'Supply Co. vs. Court of Appeals, G.R. No. 104175, June 25, 1993. 7 SEC Memorandum Circular No. 3, series of 2006. : SEC. 17. Grounds when articles of incorporation or amendment may be rejected or disapproved. The Securities and Exchange Commission may reject the articles of incorporation or disapprove any amendment thereto if the same is not in compliance with the requirements of this Code x x x.

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Enforcement and Prosecution Department In the Matter Of Davis Mayer Group. inc. SEC Admin. Case No. 01-10- 1 12

DMGI's Certificate of Incorporation (Reg. No. CS200709086) is hereby REVOKED

dissemination to the general public. The ERID is likewise directed to cause the Department for its appropriate action, as well as to the Economic Research and Information Department (ERID' and the Commission's extension offices for posting of this Decision in the Commission's website at www.sec.gov.ph. Let a copy of this Decision be furnished to the Company Monitoring

SO ORDERED

Mandaluyong City, 27 May 2010?

PE B.BARIN Chairperson S

Ma. Juanita e. Cueto ** Commissioner RAuL J. PALABRICA Commissioner

N

ManueL Commissioner TQ B. GAITE Ladio M Commissioner JALA

*approved and signed on 03 Jirne 2010 **on leave