UNIVERSAL TRIBES INTERNATIONAL HOLDING CORPORATION

ENFORCEMENT AND INVESTOR PROTECTION DEPARTMENT In the Matter of: SEC EIPD CASE NO. 2023-7655 For Revocation of Certificate of Incorporation for violation of the Revised Corporation Code of the Philippines (R.A. 11232) in relation to Section 6 i (2) of Presidential Decree No. 902-A for serious misrepresentation as to what the corporation can do to the great UNIVERSAL TRIBES INTERNATIONAL prejudice of or damage to the general HOLDING CORPORATION public SEC Reg. No. 2022110074922-03 x---------------------------------------------------------------x ORDER OF REVOCATION This has reference to UNIVERSAL TRIBES INTERNATIONAL HOLDING CORPORATION (“UTIHC” for brevity), a stock corporation registered with the Commission on 11 November 2022 under Company Reg. No. 2022110074922-03. Its registered principal office address is at R5C Employees Village, U.P. Campus, Quezon City- Second District, NCR III, 1101. Its primary purpose is as follows: “To invest in, purchase or otherwise acquire and hold, use, sell, assign, transfer, mortgage, pledge, exchange or otherwise dispose of personal property of every kind and description including shares of stock, bonds, debentures, notes, evidence of indebtedness, contracts and other securities and obligation of any corporation, partnership, company or association whether domestic or foreign for whatever lawful purpose or purposes the same may have been organized and to pay thereof in money or by exchanging therefor in stocks, bonds, debentures, notes or other evidence of indebtedness or securities and while the owner or holder of such notes, evidence of indebtedness, contracts and other securities and obligations of any corporation, to receive, collect and dispose of the interest, dividends and income arising from such property and investments and to possess and exercise in respect thereof, all the rights and powers and privileges of ownership to the extent authorized by law, without however engaging in any banking or quasi-banking activities nor shall the corporate engage in the business of investment company as defined in the Investment Company Act (R.A. 2629) without complying with the provision of the said act, Provided it shall not engage in stock brokerage and dealer of securities. Provided that the corporation shall not solicit, accept or take investments/placements from the public neither shall it issue investment contracts.” Based on its corporate records, the following individuals are its incorporators, namely: 1) Mr. Edgardo Amarilla Los Baños; 2) Mr. Florentino C. Cruz; 3) Mr. Angelito C. Principio; 4) Ma. Theresa Eala; and 5) Mr. Vicencio E. Fernandez. On the other hand, its current board of trustees are: 1) Mr. Edgardo Amarilla Los Baños; 2) Mr. Theresa Eala Dumaguing; 3) Mr. Vicencio Eugenio Fernandez; 4) Mr. Angelito Clemente Principio; 5) Mr. Ernesto Lacasa Eguia; and 6) Mr. Mario Becina Escuete. In this regard, the Commission received information that UTHIC is collecting membership fees of PhP150 from prospective members with a promise that it would entitle them to PhP10,000 cash, PhP10,000 worth of goods, and PhP1,000 if there is a young child in the household, all of which the member will supposedly receive after the assumption to office of President-elect Ferdinand R. Marcos, Jr.; On 24 November 2023, the Commission issued a SHOW-CAUSE ORDER directing UTIHC to show-cause why its Certificate of Incorporation/registration as a corporation should not be revoked pursuant to Section 6 (i) (2) of Presidential Decree No. 902-A for serious misrepresentation as to what the corporation can do or is doing to the great prejudice of or damage to the general public by engaging in the following activities: “1. Actively engaged in recruitment of members; 2. Collecting membership fee of PhP150 with a promise of PhP10,000 cash, PhP10,000 worth of goods, and PhP1,000 if there is a young child in the household, all of which the member will supposedly receive after the assumption to office of President-elect Ferdinand R. Marcos, Jr.; 3. Promising cash assistance to promote social welfare of the members of UTIHC; 4. Representing to the public that it can engaged in implementation, either directly or indirectly, in social welfare and development programs and services in the Philippines; 5. The use of different logos of the government agencies and international organization without their consent; UNIVERSAL TRIBES INTERNATIONAL CORPORATION SEC EIPD CASE NO.2023-7655 The Show Cause Order further informed UTIC that absent the requisite authority or license to operate such activities by the governing regulatory agency, the activities or functions enumerated are outside the scope that can be conferred upon by the Revised Corporation Code of the Philippines (Republic Act No. 11232) or by the Commission, nor can they be considered as incidental or part of their express powers as a corporation.” A copy of the Show-Cause Order was sent via e-mail1 and registered mail. Despite due notice and the lapse of sufficient time given to UTIHC, no answer was submitted to this Department. In the case at bar, the Department was tasked to carefully determine whether UNIVERSAL TRIBES INTERNATIONAL HOLDING CORPORATION committed serious misrepresentation as to what it can do or is doing to the great prejudice of or damage to the general public, on the basis of available evidence presented. In determining the issue, the primary purpose of UTIHC as stated in its Articles of Incorporation is reiterated herein, as follows: “To invest in, purchase or otherwise acquire and hold, use, sell, assign, transfer, mortgage, pledge, exchange or otherwise dispose of personal property of every kind and description including shares of stock, bonds, debentures, notes, evidence of indebtedness, contracts and other 1 Based on the 2022 General Information Sheet the official e-mail address of UTIHC is <mai.uticorp@gmail.com while its alternate e-mail address is <edgardolb08@gmail.com> UNIVERSAL TRIBES INTERNATIONAL CORPORATION SEC EIPD CASE NO.2023-7655 securities and obligation of any corporation, partnership, company or association whether domestic or foreign for whatever lawful purpose or purposes the same may have been organized and to pay thereof in money or by exchanging therefor in stocks, bonds, debentures, notes or other evidence of indebtedness or securities and while the owner or holder of such notes, evidence of indebtedness, contracts and other securities and obligations of any corporation, to receive, collect and dispose of the interest, dividends and income arising from such property and investments and to possess and exercise in respect thereof, all the rights and powers and privileges of ownership to the extent authorized by law, without however engaging in any banking or quasi-banking activities nor shall the corporate engage in the business of investment company as defined in the Investment Company Act (R.A. 2629) without complying with the provision of the said act, Provided it shall not engage in stock brokerage and dealer of securities.” Corollary to the Articles of Incorporation is the Certificate of Incorporation issued by the Commission which states that such Certificate is not a permit to undertake activities for which other government agencies require a license or permit, to wit: “This Certificate grants juridical personality to the corporation but does not authorize it to issue, sell or offer for sale to the public, securities such as but not limited to, shares of stock, investment contracts, debt instruments and virtual currencies without prior Registration Statement approved by the Securities and Exchange Commissions, nor undertake business activities requiring a Secondary License from this Commission such as, but not limited to acting as: broker or dealer in securities, government securities eligible dealer (GSED), investment adviser of an investment company, close-end or open-end investment company, investment house, transfer agent, commodity/financial futures exchange/broker/merchant, financing/lending company, and time shares/club shares/membership certificate issuers or selling agents thereof; nor to operate a fiat money to virtual currency exchange. Neither does this Certificate constitute a permit to undertake activities for which other government agencies require a license or permit. (emphasis ours) It is important to emphasize that as a juridical person, UTIHC is only allowed to exercise powers inherent to its existence as provided in the Revised Corporation Code of the Philippines and those conferred in its Articles of Incorporation (AOI). In other words, what a corporation can do is necessarily circumscribed by its primary purpose clause in its AOI. Nonetheless, the purpose stated in the Articles of Incorporation need not set out with particularity the multitude of activities in which the corporation may engage. The effect of broad purposes or objects is to confer wide discretionary authority upon the directors or management of the corporation as to the kinds of business in which it may engage. However, dealings which are entirely irrelevant to the purposes are UNIVERSAL TRIBES INTERNATIONAL CORPORATION SEC EIPD CASE NO.2023-7655 unauthorized and called ultra vires. The purpose clause of the articles of incorporation indicates the extent as well as the limitations of the powers which a corporation may exercise. Section 44 of the Revised Corporation Code of the Philippines, provides: “SEC. 44. Ultra Vires Acts of Corporations. — No corporation shall possess or exercise corporate powers other than those conferred by this Code or by its articles of incorporation and except as necessary or incidental to the exercise of the powers conferred.” In an opinion2, the Commission pronounced that: “It is the corporation’s primary purpose clause which confers, as well as limits, the powers which a corporation may exercise and the character of a corporation is usually determined by the objects of its formation and the nature of its business as stated in the articles. The primary purpose of the corporation, as stated in its articles of incorporation, is the first business to be undertaken by the corporation. Hence, the primary purpose determines its classification.” A scrutiny of the purpose of UTIHC would show that being a stock corporation and without the necessary license from the Department of Social Welfare and Development (DSWD), it cannot engage in the implementation, either directly or indirectly in social welfare and development programs and services. It must be emphasized before an entity can conduct/implement/engage in social welfare and development programs, whether directly or indirectly, it is required to register and secure a license from the Department of Social Welfare and Development (DSWD) under Revised Guidelines governing the Registration and Licensing of Social Welfare and development (SWD) Agencies and Accreditation of SWD Programs and Services3 and the “Revised Omnibus Rules and Regulations on Public Solicitation.4 Here, UTIHC, a stock corporation, its operators and agents has no authority to operate as a non-governmental organization for public and charitable purposes to act as a Social Welfare and Development Agencies (SWDAs). Further, it came to the attention of the Commission that UTIHC advertised to the public thru the use of tarpaulins that it can operate in activities involving housing and real estate development (Alpha Omega Tribes Dumagat Village) and farm tourism camps (Alpha Omega Tribes Dumagat Village Resort and Lagoon) as shown below: 2 SEC-OGC Opinion No. 11-33 dated 29 July 2011 addressed to Mr. Jesus B. Lapuz. 3 DSWD M.C. No. 17 series of 2018 requires that the registration and licensing of agencies and organizations engaged or planning to engage in social welfare and development (SWD) as well as accreditation of SWD programs and services of licensed social work agencies (SWAs). 4 DSWD M.C. No. 17 series of 2014 regulates the public solicitation and issuance of solicitation permits. UNIVERSAL TRIBES INTERNATIONAL CORPORATION SEC EIPD CASE NO.2023-7655 (Image source: GMA Public Affairs segment Kapuso Mo, Jessica Soho report entitled “Korporasyon na Pinamumunuan daw ng hari’t reyna, nag-aalok ng benepisyo?”)5 These activities require a separate license/authority/accreditation from the Department of Human Settlement and Urban Development (DHSUD) and the Department of Tourism (DOT), respectively. In conducting its business, a holding company such as UTIHC cannot collect money from the public nor entice the public on the promise of benefits such as PhP10,000 cash, PhP10,000 worth of goods, and PhP1,000 if there is a young child in the household, all of which the member will supposedly receive after the assumption to office of President Ferdinand R. Marcos, Jr. It is not allowed to collect money amounting to Five Hundred Pesos (Php 500) in the guise of a one-time payment of dowry or the monthly contribution of Two Hundred Pesos (Php 200) for maintenance of the village and representation expenses. 5 Premiered on 28 November 2023. UNIVERSAL TRIBES INTERNATIONAL CORPORATION SEC EIPD CASE NO.2023-7655 In sum, the above-mentioned activities tend to mislead the public that UTIHC has sufficient income to undertake subject projects when in truth and in fact its Articles of Incorporation6 shows that its authorized capital of stock is only Five Million (P5,000,000.00) and a total paid-up capital of One Million Five Hundred Thousand Pesos (P1,500,000.00). Hence, having no viable income and in acting in excess of the purpose for which UTIHC was incorporated and the fact that it has no license/authority/accreditation from the appropriate government agencies is a form of serious misrepresentation and a deception to the public. 6 No recorded submission of Audited Financial Statements. UNIVERSAL TRIBES INTERNATIONAL CORPORATION SEC EIPD CASE NO.2023-7655 Furthermore, in using in its tarpaulin the name “ALPHA OMEGA AQUA FARM TRIBES INTERNATIONAL CORPORATION” and making it appear that it is a corporation when no such corporation exist is a form of serious misrepresentation which can amount to fraudulent conduct of business. (Image source: GMA Public Affairs segment Kapuso Mo, Jessica Soho report entitled “Korporasyon na Pinamumunuan daw ng hari’t reyna, nag-aalok ng benepisyo?”)7 Based on the abovementioned facts and circumstances, UNIVERSAL TRIBES INTERNATIONAL CORPORATION has continued to operate without the required license from the appropriate government agency such as the Department of Social Welfare and Development (DSWD), Department of Human Settlement and Development (DHSUD) and Department of Tourism (DOT) and such continuous operation has or had advanced a fraudulent purpose or can be reasonably expected to cause significant, imminent and irreparable danger or injury to the public safety and welfare and can take advantage of the credulity of the public with regard to the actual operation of UTIHC. Investigation further disclosed that it appropriated the logos of the National Security Council, the Department of Interior and Local Government (DILG), the Philippine National Police (PNP), the National Commission of Indigenous People (NCIP), the Department of Social Welfare and Development (DSWD), the Armed Forces of the Philippines (AFP) and the Autonomous Region in Muslim Mindanao (ARMM), among others, in its identification cards, tarpaulins, programs and issued documents without the authority and consent of these agencies. Under Section 6 of Presidential Decree 902-A, the Commission has the power to suspend, or revoke, after proper notice and hearing, the franchise or certificate of registration of corporations, partnerships and associations, on the ground of serious 7 Premiered on 28 November 2023. UNIVERSAL TRIBES INTERNATIONAL CORPORATION SEC EIPD CASE NO.2023-7655 misrepresentation as to what the corporation can do or is doing to the great prejudice of or damage to the general public. Likewise, Section 5.1 (m) of the SRC and Section 179 (j) of the Revised Corporation Code of the Philippines (RCCP) empower the Commission to revoke the franchise or Certificate of Incorporation/registration of corporations registered with it. Under the 2016 Rules of Procedure of the SEC, the EIPD shall exercise authority over persons and entities, whether under the primary authority of other Operating Departments, involved in the following: xxx “1. Investigations and administrative actions involving the following: xxx c) Selling, offering or transacting unregistered securities by entities without secondary license; d) Ultra Vires acts committed in violation of the Revised Corporation Code; 2. Petitions for revocation8 of corporate registration in all cases, except those which fall under the original authority of CRMD; 3. Administrative actions for fraudulent transactions involving securities; 4. Administrative actions for all other violations under PD 902-A, except those cases which fall under the original authority of other Operating Departments; 5. All other matters involving investor protection filed by the public, referred by self-regulatory organizations, or referred by other Operating Departments after initial evaluation or findings that there is a possible violation of laws, rules or regulations that the Commission implements but do not fall under their respective original authority.” Incorporation is not a matter of right but a mere privilege granted by the state. The grant being a mere privilege, the state has the continuing interest in the existence of a corporation in a sense that this privilege be acquired only under the conditions of law including compliance with the mandatory requirements of the corporation. The Certificate of Registration as a corporation does not grant a license or authority to implement or intending to implement either directly or indirectly, social welfare and development programs and services, housing and real estate development and farm tourism camp without approval from the relevant government agencies. These activities or functions are outside the scope that can be conferred by the Revised Corporation Code of the Philippines or by the Commission, nor the aforementioned activities be considered as incidental to or part of their express powers as a corporation. 8 Revocation refers to involuntary dissolution of corporate registration pursuant to Section 138 of the Revised Corporation Code. UNIVERSAL TRIBES INTERNATIONAL CORPORATION SEC EIPD CASE NO.2023-7655 Considering that these acts and practices blatantly constitutes ultra vires acts and therefore constitute serious misrepresentation that could advance fraudulent purpose or can be reasonably expected to cause significant, imminent and irreparable danger or injury to the public safety and welfare, the issuance of this ORDER is warranted. WHEREFORE, for violation of Section 44 of the Revised Corporation Code of the Philippines (RCC or R.A. 11232) in relation P.D. 902-A and Section 179 (j) of the RCC, the Certificate of Incorporation and the registration of UNIVERSAL TRIBES INTERNATIONAL HOLDING CORPORATION is hereby REVOKED. Accordingly, let this Order be posted at the SEC website and attached by the Corporate Filing and Records Division of the Company Registration and Monitoring Department (CRMD) to the records of the corporation on file with the Commission. Further, the Information and Communications Technology Department (ICTD) of this Commission is likewise requested to enter the “revoked” status of subject corporation in the online database of the Commission. SO ORDERED. Makati City, 08 January 2024. OLIVER O. LEONARDO Director UNIVERSAL TRIBES INTERNATIONAL CORPORATION SEC EIPD CASE NO.2023-7655