PLATINUM COIN / PLATINUM COIN PAWNSHOP

Securities and Exchange Commission Republic of the Philippines Deporiment of Fnon

COMMISSION EN BANC

IN THE MATTER OF:

PLATINUM COIN / PLATINUM COIN PAWNSHOP

SEC CD0 Case No. 03-23-101

ENFORCEMENT AND INVESTOR Promulgated: 04 April 2023

PROTECTION DEPARTMENT.

Movant. A

CEASE AND DESIST ORDER

Order ("CDO") be issued (a] directing PLATINUM COIN / PLATINUM COIN PAWNSHOP (collectively, referred to as "Platinum Coin"), its owner, JESSIEBOY MOMO DECENAN {Mr. Decenan]. and all persons, conduit (the "Motion"] filed by the Enforcement and Investor Protection Department (EIPD} on 23 March 2023, praying that a Cease and Desist This resolves the Motion for Issuance of a Cease and Desist Orderi

interest, claim or participation whatsoever, whether directly or indirectly, under their custody, without authority from the Commission. banks, and from transferring, disposing, or conveying in any other deposits, if any, of which the named persons herein may have any "Agents", to immediately cease and desist from further engaging in contracts until the requisite registration statements are duly filed with and approved by the Securities and Exchange Commission (the "Commission"} and the license(s} to offer/sell securities are issued; and (b) prohibiting Platinum Coin, Mr. Decenan and their Agents from transacting any and all business involving the funds in its depository manner, any and all assets, properties, real or personal, including bank activities of selling and/or offering securities in the form of investment entities and subsidiaries claiming and acting for and in its behalf (the

PARTIES

tasked, among others, to investigate motu proprio-or-upon complaint or Movant EIPD is one of the Commission's operating departments SEC-OGC 1 Dated 23 March 2023. CERTTFRD TRUE COPY OE

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referral, violations of laws, rules, and regulations administered. implemented, or issued by the Commission, and to seek the issuance of a CDO whenever warranted by the circumstance.2

Platinum Coin are entities that are not registered with the Commission either as a corporation or a partnership. Platinumcoin Consumer Goods Trading is an entity that is registered with the Department of Trade and Industry (DTI) under the name of Mr. Decenan.3 It was issued a Business Permit No. 2023-01623 by the Province of Zamboanga Sibugay - Municipality of Ipil on 07 February 2023 to operate/construct/install MNEC-Dishwashing Liquid.4

RELEVANT FACTS

Platinum Coin represents itself to the public as an entity engaged in a legitimate lending business operating in Dipolog City, Zamboanga del Norte.5 It offers and extends loans to the public with an interest rate of twenty percent (20%) based on a sixty (60) day period, but the collects from its debtors on a daily basis.

The EIPD happened to come across the operations of Platinum Coin

on its initial assessment, Platinum Coin is offering/dealing with a formal investigation on the operations of Platinum Coin for possible while it was monitoring the activities of various entities randomly. Based unregistered securities to the public. This prompted the EIPD to conduct

violations of the Securities Regulation Code (SRc)6. the Revised Corporation Code (RcC),7 and other rules and regulations administered and implemented by the Commission.

and evidence which confirmed that Platinum Coin is offering/selling invest their money with it by promising them a guaranteed return issues post-dated checks. securities to the public whose investments are allegedly used to finance ranging from fifteen percent (15%) up to fifty percent (50%) in a period of thirty (30) days.8 To give a semblance of legitimacy to its business operation, Platinum Coin executes an agreement with its investors and and/or sustain its lending business. Platinum Coin entices the public to The formal investigation resulted in the gathering of information

Ibid. Platinum Coin's Business Presentation Video (Annex "A" of the Motion"HE DOCtiMENT'S 2 SEC Office Order No. 512, series of 2013 3 Motion. Paragraph 11 and Annex "H" 5 Ibid. Annex "A" Republic Act No. 8799. 7 Republic Act No.11232 4 Ibid. Paragraph 12 and Annex "I" PAGE CERIIFIED TRUE COY OF SEC-OGC [)N RECORD D EE

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The investment scheme of Platinum Coin requires an investor to make an investment of One Thousand Pesos (# 1,000.00) to as high as Six Hundred Fifty Thousand Pesos (P 650,000.00)for such person to become a Platinum Coin co-owner. An investor can earn a one-time five percent (5%) outright commission. An investor who brings in new investors can later on become an Official Team Leader, where he/she will be entitled to

members' investment, (b) a cash gift ranging from Ten Thousand Pesos {a} a monthly passive income of two and a half percent (2.5%) of the

{P 10,000.00) up to Seventy Thousand Peso5 (f 70,000.00], (c) and Five Hundred Pesos (P 500.00) worth of weekly load. Finally, an investor can also earn an annual bonus of twenty percent (20%) of the amount of the investment. Platinum Coin assured its investors that there will be a lifetime payout until they withdraw their investment.

account, the earnings of a Team Leader is summarized, as follows: In the business presentation posted in Platinum Coin's Facebook

INVESTMENT MEMBERS 5% REFERRAL EARNINGS (P) 2.5% M0NTHLY PASSIVE (P)

10,000 20,000 1,000 5 00 500 250

30,000 1,500 750 40,000 2,000 1,000 50,000 2,500 1,250 650,000 32,500 16,250

CASH GIFTS (P) QUALIFICATION

30,000 40.000 10,000 P300,000 total invited investors for 90 days #100,000 total invited investors for 90 days P200,000 total invited investors for 90 days

50,000 60,000 75,000 P650,000 total invited investors for 90 days P400,000 total invited investors for 90 days P500,000 total invited investors for 90 days

investment tiers from which an investor can choose from, to wit: The investment scheme of Platinum Coin also involves three (3)

9 Id. Paragraph 5 PAGE THE DOCUMENTS ON RECORD CERTIFIED TRUE COPY OF 3 SEC .OGC PACES

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TIER BENEFITS Tier 1 Monthly release of 15% payout for a 12-month contract Tier 2 compounding for a 3-month contract; payout is released on the 35% per month lock-in

3rd month Tier 3 compounding for a 6-month contract; payout is released on the 6th month 50% per month lock-in but not

To support its allegation that Platinum Coin is engaged in unauthorized sell/offer of unregistered securities in the form of

issued by the Company Registration and Monitoring Department investment contracts, the EIPD submitted in evidence the Certifications (CRMD), the Corporate Governance and Finance Department (CGFD), and the Market and Securities Regulation Department (MSRD) of the

corporation, partnership nor a One Person Corporation (OPC), and has Commission, which all showed that Platinum Coin is not registered as a

not been issued a secondary license as a lending company, broker and/or

of an investment company, investment house and transfer agent; and has dealer of securities, dealer in government securities, investment adviser

not registered any securities under Sections 8 and 12 of the SRC; has not secured any permit to sell securities in its favor; has not filed an application for the registration and/or permit to sell securities; and is not a registered issuer of mutual funds, exchange traded funds and

timeshares under Sections 8 and 12 of the SRC. 10 proprietary/non-proprietary shares or memhership certificates and

legitimate, it posted in its Facebook account a scanned document of its purported DTI registration and Business Permit.11 To convince the public that Platinum Coin its lending business is

are selling/soliciting investments from the public without the requisite Platinum Coin and/or exercise caution in dealing with the latter. informing the public that Platinum Coin, Mr. Decenan, and their Agents authority, and warning the latter not to invest or to stop investing in On 10 February 2023. the Commission issued an Advisoryi2

15 Id. Paragraphs 7-8 and Annex "D" I1 Id. Annex "G 12 Id. Paragraph 9 and Annex "F" THE DOCUMENTS ON RECORD CERTIFIED TRUE GOPY OE SEC -OGC

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Despite the Advisory. Platinum Coin continued to sell/offer securities, and carried out its unauthorized investment-taking activities, by actively posting pictures showing payouts received by its investors.13

Hence, the instant Motion.

ISSUE

Whether the allegations in the Motion and the evidence presented by the EIPD in support thereof warrants the issuance of a CDO against Platinum Coin.

RULING

The Motion is impressed with merit.

The EIPD was able to establish by substantial evidence that Platinum Coin is offering and/or selling unregistered securities to the public in the form of "investment contracts" without the requisite license from the Commission. Moreover, the post-dated checks issued by

in the form of "evidence of indebtedness". Platinum Coin to its investors to secure their investments are securities

Section 3.1 of the SRC defines "securities" as follows:

"SEC. 3. Definition of Terms.

by a certificate, contract, instrument, whether written or electronic in 3.1. "Securities" are shares, participation or interests in a corporation or in a commercial enterprise or profit-making venture and evidenced character. It includes:

(a) Shares of stock, bonds, debentures, notes, evidences of indebtedness, asset-backed securities;

(b) Investment contracts, certificates of interest or participation in a profit-sharing agreement, certificates of deposit for a future subscription:

xxx xxx xxx" {Emphasis supplied}

definition of securities with the intent of covering practically all forms At the outset, it bears emphasis that the SRc has adopted a broad

13 Id. Paragraph 10 and Annex "G" THE DOCUME CERTIFIED TRUE COPY OF SEC -OGC CORE

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and varieties thereof which are known or considered, or ought to be known or considered, to be such in the commercial/financial worid. Thus, all shares, participation or interests in a corporation or in a commercial enterprise or profit-making venture and evidence by a certificate, contract, instrument, whether written or electronic in character within the Philippines are securities or presumed to be securities.

Rule 26.3.5 of the 2015 Implementing Rules and Regulations of the SRc (the "SRC-IRR") specifically defines an investment contract as follows:

whenever a person seeks to use the money or property of others on the promise of profits. common enterprise and is led to expect profits primarily from the (collectively "contract") whereby a person invests his money in a efforts of others. An investment contract is presumed to exist "An investment contract means a contract, transaction or scheme

A common enterprise is deemed created when two (2) or inore investors "pool" their resources, creating a common enterprise, even if the promoter receives nothing more than a broker's commission."14 (Emphasis supplied)

written representation of debt securities or obligations of corporations On the other hand, a certificate or evidence of indebtedness is a

such as long term commercial and short-term commercial papers.15 A certificate of indebtedness pertains to certificates for the creation and

acknowledgment of an obligation to pay a fixed sum of money. It is usually used for the purpose of long-term loans.16 "bond". Being equivalent to a bond, it is properly understood as an maintenance of a permanent improvement revolving fund, similar to a

Commission {Power Homes Case),17 the Supreme Court ruled that In the case of Power Homes Unlimited v. Securities and Exchange

with the Commission for the protection of the investing public, to wit: investment contracts are securities that are required to be registered

must he registered with public respondent SEC, otherwise the SEc cannot protect the investing public from fraudulent securities. The strict regulation of securities is founded on the premise that the capital "As an investment contract that is security under R.A. No. 8799, it

14 Rule 26.3.5 of the Implementing Rules and Regulations of the SRC. 16 G.R No. 93397, Traders Royal Bank vs. Court of Appeals, 3 March 199 17 G.R. No. 164182, 26 February 2008. 15 Decasa, Lucia M., Securities Regulatians Code Annotated with Implementing Rules and Regutattons. 2004, 1st ed., p.7. THH DOCUMENTS ON RECORD CERTFIED 7TUE COPY OE SEC -- OGC

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markets depend on the investing public's level of confidence in the system." (Emphasis supplied)

The concept of an investment contract in the Philippines is of American origin. It traces its roots from the US Supreme Court case Securities and Exchange Commission v. WJ. Howey Co.i where the Court stated that an investment contract is a transaction, contract, or scheme whereby a person (1) makes an investment of money, (2) in a common enterprise, (3) with the expectation of profits, (4) to be derived solely from the efforts of others. Investment contracts have been used and adopted in various situations where individuals were led to invest money in a common enterprise with the expectation that they would earn a profit through the efforts of the promoter or of someone other than themselves.19

This concept of investment contract was thereafter adopted and used in Power Homes Unlimited Corporation v. Securities and Exchange Commission,20 where the Supreme Court ruled that in our jurisdiction, for transactions/schemes to be considered securities in the form of investment contracts, the following elements must be shown to exist: (1) an investment of money; (2) in a common enterprise; (3) with expectation

her funds and submits their control to another for the purpose of deriving of profits, (4) primarily from the efforts of others. The Supreme Court further ruled that whenever an investor relinquishes control over his or

profits from them, he or she is in fact investing in securities.21

same are not registered with the Commission in the form of an approved securities cannot be sold or offered for sale within the Philippines if the Registration Statement and a Permit to Offer/Sell issued in favor of the Relative thereto, Section 8.1 of the SRC categorically provides that

applicant, to wit:

securities, in such form and with such substance as the Commission may prescribe, shall be made available to each prospective purchaser.' "SEC. 8. Requirement of Registration of Securities. - 8.1 Securities shall rot be sold or offered for sale or distribution within the Philippines without a registration statement duly filed with and approved by the Commission. Prior such sale, information on the (Emphasis and underscoring supplied]

the individual who placed the money exerted a small amount of effort in an attempt to eam the profits. 21 Investment Co. Institute v. Camp, 274 F. Supp. 624 (D. D.C. 1967). 18 328 U.S, 293, 66 S. Ct. 1100,90 L. Ed. 1244, 163 A.L.R. 1043 [1946] 19 thid. Although the definition as stated in the Howey Case qualified that the earning of profit was the qualifier with "primarily", acknowledging that an investment contr 20 G.R. No. 164182, 26 February 2008. expected to be solely through the efforts of another party, Rule 26.3 of the 2015 IRR of the SRC replaced t may still be present where THE DOCUMENI'S CERTIFIED TXHE COPY OF RECORD

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Applying the parameters established under the Howey Test, the Commission agrees with the EIPD's finding, and so holds that Platinum Coin is engaged in the sale and/or offer of unregistered securities in the form of investment contracts in violation of Section 8 of the SRc, because it has no license to carry out the same. This finding is supported by the fact that all the elements of the Howey Test are present in the instant case.

First, Platinum Coin's investment schemes requires the public to invest money. In the instant case, the posts in

ranging from One Thousand Pesos (F 1,000.00) to Fifty money transfers made by its "shareholders" in amounts Thousand Pesos (P 50,000.00), as well as profiles of its team Platinum Coin's Facebook account showing pictures of

leaders and the pictures which shows receipt of payouts confirm that that the public actually invested money Moreover, considering that what is sought is the issuance of

that the transaction merely requires the public to invest money in the target entity. a CDO for the protection of the investing public, it is sufficient

the pooling of investors' money which are used to satisfy and Second, Platinurm Coin's investment scheme involves

is being sustained by the investments received from the its continued operation. This is the common enterprise that pay the guaranteed returns of its existing investors to ersure public who believes that their investments yield lucrative returns generated from the lending business Platinum Coin.

ranging from fifteen percent (15%) to fifty percent (50%) to receive additional benefits and bonuses everytime they within a period of thirty (30) days. The same investors expect bring in new investors. Third, the investors expect guaranteed returns

materials of the Platinum Coin an implied assurancecthatc investments, and payment of the guaranteed returns to early investors. Thus, We find in the marketing/advertising ensure the coming-in of new investors, the receipt of their Agents who carry out extensive marketing activities to primarily from the efforts of Platinum Coin, Mr. Decenan, and Lastly, the profits expected by investors are derived

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after investors part with their money, all they need to do is wait for the maturity date.

Moreover, We also hold that the post-dated checks issued to investors to secure their investments fall within the ambit of securities in the form of "evidence of indebtedness.

In Gabionza v. Court of Appeals22, the Supreme Court ruled that the checks and loan documents that were issued are evidences of indebtedness because they were issued in lieu of securities which the SRc requires to be registered with the Commission, thus:

securities enumerated under the Revised Securities Act in a clever attempt, or so they thought, to take the case out of the purview of the "In the instant case, the checks were issued by ASB in lieu of the

law, which requires prior license to sell or deal in securities and registration thereof. The scheme was designed to circumvent the law. they are issued in exchange for a big number of individual non- personalized loans solicited from the public, numbering about 700 in Checks constitute mere substitutes for cash if so issued in payment of pbligations in the ordinary course of business transactions. But when

this case, the checks cease to be such. ln such a circumstance, the checks

license or authority from the SEc. This cannot be countenanced." where the individual loans were not evidenced by appropriate debt instruments, such as promissory notes, loan agreements, etc., as in this case. Purportedly, the postdated checks themselves serve as the {Emphasis supplied} assume the character of evidences of indebtedness. This is especially so evidences of the indebtedness. A different rule would open the floodgates for a similar scheme, whereby companies without prior

issued by Platinum Coin assume the character of evidence of investors are treated as "shareholders" or "co-owners" by Platinum Coin indebtedness contemplated under the SRc because the same were issued in exchange for investments solicited from the public. It is clear that the post-dated checks are securities and is bolstered by the fact that upon receipt of their investment. Applying the foregoing to the instant case, the post-dated checks

were issued to its investors in lieu of shares or interest in Platinum Coin in an attempt to circumvent the law. The post-dated checks represents Coin with an expectation of profits to be derived therefrom. the investor's ownership interest in the lending business of Platinum The Commission thus finds and so holds that the post-dated checks

22 G. R. No. 161057, 12 September 2008 PAGE THE DOCUMENTS CERTTFIED TRUE COPY OF O SEC - OGC ON RECORD PAGE

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Furthermore, the Commission also holds that Platinum Coin is engaged in the unauthorized offering of securities inasmuch as they are using the internet/social media platforms i.e. Facebook accounts to publish their investment scheme.

follows: Rule 3.1.17 of the 2015 SRC IRR defines "Public Offering" as

"3.1.17. Public offering is any offering of securities to the public or to anyone, whether solicited or unsolicited. Any

of the following modes shall be presumed to be a public solicitation or presentation of securities for sale through any offering:

X X X

3.1.17.3 Advertisement or announcement in radio. television, telephone, electronic communications, information communication technology or any other forms of communication;"23 (Emphasis supplied)

The negative Certifications issued by the CRMD, MSRD and CGFD

considering that they have no license to carry out such activities. the Platinum Coin is engaged in the unauthorized sale/offer of securities fully supported and affirmed the allegation and finding of the EIPD that

that the Commission may issue a CDO without the necessity of conducting investors or is otherwise likely to cause grave or irreparable injury or prejudice to the investing public, thus: a hearing if, to its mind, the act or practice will operate as a fraud on Relative to the issuance of a CDO, Section 64.1 of the SRC provides

upon verified complaint by any aggrieved party, may issue a hearing if in its judgment the act or practice, unless restrained, will operate as a fraud on investors or is prejudice to the investing public." (Emphasis supplied) "Section 64. Cease and Desist Order. - 64.1. The Commission, after proper investigation or verification, motu proprio or cease and desist order without the necessity of a prior otherwise likely to cause grave or irreparable injury or

requisites that must be complied with for a valid issuanceof aCDQ: Under the afore-quoted provision, there are two (2) essential

23 Rule 3.1.17 of the Implementing Rules and Regulations of the SRC. PAGE THE DOCUMENTS CERTFIED TRITE CPY OF D SEC --OGC N RECORD PAGES

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1. There must be a conduct of a proper investigation or

verification; and 2. There must be a finding that the act or practice, unless

restrained, will operate as a fraud on investors or is otherwise likely to cause grave or irreparable injury or prejudice to the investing public.24

In the instant case, the foregoing requisites were complied with. The EIPD conducted an independent investigation which resulted in the gathering and submission of evidence that supported the allegations in its Motion i.e. Certifications from the Commission's CRMD, MSRD and CGFD, screenshots of Facebook posts showing terms and conditions,

sample notarized agreements, DTI registration and business permit. different types of earnings, deposits of investments, team leader profiles,

More importantly, this Commission is convinced that the evidence presented which showed the unauthorized investment-taking activities of Platinum Coin warrants the issuance of a CDo because the same will

injury or prejudice to the investing public, if not restrained.25 operate as a fraud on investors, or is likely to cause grave or irreparable This finding is supported by the fact that Platinum Coin represents itself to be lending company but it does not have the requisite license from the

simple. Commission to engage into the lending business. This is fraud, plain and

should be promptly restrained for the protection of the investing public. the records that Platinum Coin's act of selling/offering unregistered securities in the form of investment contract constitutes fraud which CjH Development Corp.26 where the Supreme Court categorically held This finds support in the case of Securities and Exchange Commission v. that: Finally, this Commission cannot overemphasize the fact borne by

from a verified complaint from an aggrieved party. A prior hearing is also not required whenever the Commission finds it appropriate to issue a cease and desist order that aims to curtail fraud or grave provision, as any delay in the restraint of acts that yield such "The law is clear on the point that a cease and desist order may be issued by the SEC motu proprio, it being unnecessary that it results or irreparable injury to investors. There is a good reason for this

2+ Sccurities and Exchange Comrmission v. Performance Foreign Exchange-Corporatioft, G.R. Nur 154131, 20 July 2006. 26 G.R. No. 210316, 28 November 2016. 25 Section 64 of the SRC. THE DOCUMENT' CERTEFTED TRUE COPY OF SEC --OGC IRECORD

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results can only generate further injury to the public that the SEc is obliged to protect.

The act of selling unregistered securities would necessarily operate as a fraud on investors as it deceives the investing public by making it appear that respondents have authority to deal on such securities. Section 8.1 of the SRC clearly states that securities shall not be sold or offered for sale or distribution within the Philippines without a registration statement duly filed with and approved by the SEC and that prior to such sale, information on the securities, in such form and with such substance as the SEc may prescribe, shall be made available to each prospective buyer' (Emphasis supplied)

PLATINUM COIN PAWNSHOP. together with its registered owner WHEREFORE,premisesconsidered,PLATINUM COIN

subsidiaries claiming and acting for and in its behalf, are hereby ordered to IMMEDIATELY CEASE AND DESIST from further engaging in JESSIEBOY MOMO DECENAN and all persons, conduit entities and

activities of selling and/or offering for sale securities in the form of evidence of indebtedness or any others of the same nature, as discussed

are duly filed with and approved by the Commission and the in this Cease and Desist Order, until the requisite registration statements corresponding permits to offer/sell securities are issued.

PLATINUM COIN / PLATINUM COIN PAWNSHOP, its operators directors, officers, representatives, salesmen, agents and any and all

information providers, salesmen, agents, brokers, dealers or the like for Commission will institute the appropriate administrative and criminal action against any persons or entities found to act as solicitors, and in their behalf. to CEAsE their internet presence relating to the transactions and investment scheme covered by this Cease and Desist Order. The persons claiming and acting for and in their behalf are likewise directed

assets, properties, real or personal, including bank deposits, if any, of conduit entities and subsidiaries claiming and acting for and in its behalf and all business involving the funds in its depository banks, and from which the named persons herein may have any interest, claim or custody, immediately to forestall grave damage and prejudicecto all or officers, representatives, salesmen, and agents from transacting any transferring, disposing, or conveying in any other manner, any and all participation whatsoever, whether directly or indirectly,_under their PLATINUM COIN PAWNSHOP, its owner and any and all persons Finally, the Commission hereby PROHIBITS PLATINUM COIN /

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concerned and to ensure the preservation of the assets for the benefit of the investors without authority from the Commission.

The EIPD of the Commission is hereby DIRECTED to (a) serve a copy of this CDO to PLATINUM COIN /PLATINUM COIN PAWNSHOP,and their oper'ators and officers including JESSIEBOY MOMO DECENAN (DTI registered owner); and (b) cause the posting of this CDO in the Commission's website.

The EIPD is FURTHER DIRECTED to (a) initiate the appropriate administrative proceedings against PLATINUM COIN / PLATINUM COIN PAWNSHOP, and their operators and officers including JESSIEBOY MOMO DECENAN (DTI registered owner) and impose the appropriate penalties, including revocation of Certificate of Incorporation, if warranted, and (b) submit a formal compliance report, by way of

this CDO. pleading, to the Commission En Banc within ten (10) days from receipt of

Let a copy of this Cease and Desist Order be furnished to the

Department and the Information and Communications Technology Department of this Commission, the Bangko Sentral ng Pilipinas, the Securities Regulation Department, Corporate Governance and Finance Company Registration and Monitoring Department, Market and

the Department of Information and Communications Technology for their information and appropriate action. Department of Trade and Industry, the National Privacy Commission, and

Part II, Rule IV, Section 4-3 of the 2016 Rules of Procedure of the SEC, the the Comnission En Banc thru the Office of the General Counsel, within parties subiect of this CDO may file a verified Motion to Lift the CDO to five (5) days from receipt of this Order In accordance with the provisions of Section 64.3 of the SRc and

FAIL NOT UNDER PENALTY OF LAW.

SO ORDERED.

Makati City, Philippines.

EMILIO OUNO SEC . OGC

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JAVEY PAUL D. FRANCISCO KELW LEF

I Commissioner Commissioner

KARLQ'S BELLO MCJILEBRYAN FE 13

Comimissioner Commissioner

SEC -OGC

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SECURITIES AND EXCHANGE COMMISSION SEC HEADQUARTERS.7907 Makati Avenue Salcedo Village, Bel-arr, Mnkati City Republic of the Philippines .Api3 TATE

I HEREBY CERTIFY that the foregongJs a true consisting of Foo&ree. td correet xerox reproductikin of the ofticial file {s} thetcof n the JeCT00 custody.of 03-23-10 pages,pertaning to this CommissHn

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GIPSY C. DAYAON

Verified By. OR No. SEC Administrative Officer I Fees Dated Pard widler