Bacoor Doctors Medical Center, Inc.

SEC BuildingEDSAGreenhillsMandaluyong City Securities and Exchange Commission Republic of the Philippines Department of Finance In the matter of CENTER,INC. BACOOR DOCTORS MEDICAL SEC CDO Case No.05-15-019 PROTECTION DEPARTMENT, ENFORCEMENT AND INVESTOR Movant. CEASE AND DESIST ORDER Enforcement and Investor Protection Department for brevity EIPD praying to enjoin BACOOR DOCTORS MEDICAL CENTER,INC. for brevity BACOOR Common shares of stock until the requisite registration statement is duly filed with DOCTORSto cease and desist from offering for sale securities in the form of and approved by the Commission and the corresponding permit to offer/sell securities is issued. This resolves the Motion for Issuance of Cease and Desist Order' filed by the Commission on 14 December 2010 under Company Registration No. CS201019842 Its principal office address is at Molino Boulevard, Bayanan Bacoor, Cavite. Its primary purpose is: BACOOR DOCTORS is a domestic stock corporation registered with the Primary purpose: have similar or analogous undertakings, or dedicated to services in medical and surgical services shall be performed by duly qualified contracted by the patients thereof. To establish, own, operate, manage and maintain a hospital or hospitals, medical and clinical laboratories, and such other enterprises, which may connection therewith, subject to the condition that purely professional physicians or surgeons who may or may not be connected with the corporation and whose services shall be freely and individually AnnexBof the Motion Articles of Incorporation of Bacoor Doctors Medical Center, Inc Dated 19 May 2015. AnnexAof the MotonCertificate of Incorporation of Bacoor Doctors Medical CenterInc Enforcement and Investor Protection Department In re:Bacoor Doctors Medical Center,Inc SEC CDO Case No.05-15-019 Page 2 of 8 Php 80,000,000.00 divided into The authorized capital stock of BACOOR DOCTORS is Eighty Million Pesos A.625 Founder's shares with a par value of Php 1,000.00 per share B. 79,375 Common shares with a par value of Php 1,000.00 per share. Total=80,000 shares4 Bacud Jr.;2Buenaventura Camagong;3 Cyril Catabay;4 Cesar T.Culas;5 Ricardo B.Delos Trinos Jr6 Cynthia V.Gatdula;7 Jose N.Gatdula Jr.8 Estephany Marie G. Guerra;9 Filemon Raymon Guerra III; 10 Ronaldo L Iremedio;11Enrico P.Jayma;12Edna R.Molon;13Nicolas S.Molon;14 Jenner Quebada;15 Allen Anthony D.Sese. The incorporators of BACOOR DOCTORS are the following: 1 Jose A its Board of Director and Officers are the following As stated in BACOOR DOCTORS2014 General Information Sheet (GIS Nicolas S.Molon Jose A.Bacud Jr Estephany Marie G.Guerra Cyril Catabay Cesar T.Culas Ricardo B.Delos Trinos Jr. Allen Anthony D.Sese Jose A.Bacud Jr. Elsa Peregrino Cynthia V.Gatdula Name Corporate Secretary Board of Director Board of Director Board of Director Board of Director Board of Director Board of Director Treasurer Chairman President Officer Nationality Filipino Filipino Filipino Filipino Filipino Filipino Filipino Filipino Filipino Filipino but he was not able to get any return of his investment. He inquired if hospitals are Rodel Tolentino.Mr.Tolentino alleged that he has invested in BACOOR DOCTORS allowed to solicit investments/sell stocks and as to how can he recover his investment with the said hospital This case stemmed from an email-inquiry dated 16 February 2015 from Mr. Annex C of the Motion, 2014 GIS of Bacoor Doctors Medical Center, Inc on our investments, they mentioned that they will be selling our shares to new investors. Our query is - do these hospitals are allowed to solicit investment and sell stock shares? How can we possible recover Rodel Tolentino A bld. Doctors Medical Center. They explained that other hospitals like Paranaque Doctors, Las Pinas Doctors were built on the same scheme with doctors leading the investment inviting public investors in return of preferred benefits in terms of hospitalization discounts and service incentives. Consequently, we learn that same scheme apply to concurrent public invites for Paranaque Medical Center and Unihealth Paranaque Hospital. We bought a few shares in Bacoor Doctors Medical Center,no stock certificate we're given to us. Now we want to return our investment sooner Thanks and have a nice day. Best regards. 1 bid. AnnexDof the Motionemail-inquiry of Rodel Tolentino. The text of the email reads: Years ago we're invited by doctors to invest in building hospital, to be specific Bacoor Enforcement and Investor Protection Department In re:Bacoor Doctors Medical Center.Inc SEC CDO Case No.05-15-019 Page 3 of 8 DOCTORS.In an online search,EIPD found an advertisement posted on 07 August 2011 on http://pinoy.md marketing an investment opportunity in BACOOR DOCTORS,to wit: This prompted EIPD to initiate an investigation against BACOOR A Hospital Soon to Rise in Molino Bacoor Cavite BACOOR Started by jerry,Aug 07 2011 07:29 AM DOCTORS&MEDICAL CENTER For those who are interested in buying hospital stocks, especially Strategically situated along Molino Boulevard with interconnecting In closc proximity to several housing projects of Crown Asia, Princeton medical & also non-medical,fresh from residency /fellowship, or with ongoing training but already planning in having hospital stocks for future use, and for the established doctors who want to practice in Molino Bacoor,Cavite.BACOOR DOCTORS AND MEDICAL CENTER,.INC. 2011 Molino Boulevard near the site of the future BACOOR CITY access roads to Daang Hari, Molino Road, Aguinaldo Highway & Coastal Road.. Filinvest,ADDAS Homes & other established subdivisions in the area groundbreaking last January 19,2011 & started construction on June 7 HALL,a lucrative place for future investments. 100BEDTERTIARYHOSPITAL Privilege to practice is inclusive applicable or a special offer for doctors undergoing residency One block of share/stocks-P300,000.00 With special offering of P10,000.00 per month for 35 months P350,000.00 or somewhat barely 3 years to pay & this is somewhat FOR INQUIRIES,PLEASE CALL OR TEXT AT +63917XXXXXXX/ +63922XXXXXXX/(+632XXXXXXX training.. parents/spouse/children) (non-cumulative) The following are the benefits (stockholders and dependents 2 1 Free board and lodging up to 45 days in a private room per year 25% to 50% discount professional fee, procedures like x-ray free consultation laboratoryrehabilitationetc. stockholder's parents and children) 3. 5. 4 Discount on pharmacy,CSR OR materials,dental services No OR/DR fees (stockholder and spouse50% discount for For medical stockholders after payment of the privilege to hours/week - no rental fee,only maintenance,water & electric bills; inclusion in the decking/rotation of house cases" practice - hold clinic within the hospital for a maximum of 6 AnnexEof the Motlonprint-out of the online advertisement. Enforcement and Investor Protection Department in re:Bacoor Doctors Medical Center.Inc SEC CDO Case No.05-15-019 Page 4 of 8 to conduct an ocular inspection and surveillance operation of the activities of the said hospital. The investigating team reported that: On 21 April 2015, an EIPD investigating team went to BACOOR DOCTORS Before proceeding with the field surveillance,x x conducted an online search using the name Doctors and found an advertisement of offer of shares of said hospital. Said advertisement was posted on 07 August 2011.x x x sent an SMS to can still avail of the shares. The following day, said number called on the mobile number, with a certain Dr. Jerry Castro on the other line. According to Dr. Castro, he is a doctor practicing Internal Medicine and in Las Pinas.Dr. Castro stated that one block of shares costs 350, 000Php for cash and 400,000Php for installment basis. Said shares just instruct a hospital staff by the name of Becto accommodate the inquiries in person. one of the numbers indicated in the advertisement, inquiring whether she is affiliated with different hospitals in the Philippines, including Asian Hospital in Alabang,Medical Center in Muntinlupa,and another hospital are for medical and non-medical stockholders but prefers for medical practitioners so the latter could also opt to hold clinics in Bacoor Doctors. Dr. Castro said that he will not be at Bacoor Doctors within the day as he will be at his clinic in Asian Hospital, but he will Bacoor Doctors Medical Center Bacoor and Ms. Bec readily printed a copy bearing the title Stockholders accommodations for 45days Centeron it. It is apparently new.The undersigned asked for Ms. Bec. stockholder, the benefits of medical and non-medical stockholders stockholder. The team asked Ms. Bec to sign or put her name and discussed that a person may purchase a block or blocks of stocks, fully-paid. When asked if refund is possibie, she answered,magpag- uusapan".lo The team proceeded to the said Hospital, located in the above-stated address. The hospital building has a sign Bacoor Doctors Medical The team was invited by Ms. Bec inside their office, and said that Dr. Castro already instructed her about us. She said that she is part of the administration staff. The team asked for any leaflets or brochures, General Policywhich definition of dependent, and benefits of dependents for common contact details thereon, to which she complied. She wrote her name to be Rebakah, along with her contact number. One of the team members noticed her name to be Rebekah Latupan. She told the team that Bacoor Doctors commenced operations just recently, or on 11 March 2014.She amounting to 350000Php for cash,and 400000Php in installments for each block. Benefits for the stockholder and his/her dependents include, practitioners, they can also hold clinics in the hospital. She clarificd that one may only be entitled to the benefits when s/he is already discounts on contained the requirements to be a hospital services,free private room among others.For medical Io Annex "F" of the Motion, Investigation Report. Enforcement and Investor Protection Department In reBacoor Doctors Medical Center.Inc SEC CDO Case No.05-15-019 Page5 of8 from BACOOR DOCTORS indicating the requirements and benefits of being a stockholder in the said hospital. The investigating team was able to obtain a Stockholders General Policyl issuer of securities. CGFD certified that based on the Commission's records Finance Department (CGFD) a certification if BACOOR DOCTORS is a registered BACOOR DOCTORS is NOT a registered issuer of securities (mutual funds, exchange trade funds and membership certificates, nor does it have a pending application for a secondary license to offer or sell securities to the public2 EIPD then requested from the Commission's Corporate Governance and Hence, this Motion. Section 3 of the Securities Regulation Code (SRC defines securities as Section 3.Definition of Terms.-3.1."Securities"are shares participation or interests in a corporation or in a commercial enterprise or profit-making venture and evidenced by a certificate, contract,instruments, whether written or electronic in character. It includes: a Shares of stocks bonds debentures, notes evidences of indebtedness, asset-backed securities; X X X* BACOOR DOCTORS are securities within the purview of the SRC. Based on the foregoing definition, the shares of stocks offered or sold by containing such information and documents as the Commission prescribes. sale or distribution within the Philippines, without a registration statement duly filed with and approved by the Commission. Relative thereto, Section 12.1 of the SRC states that all securities required to be registered under Subsection 8.1 shall be registered through the filing by the issuer in the main office of the Commission,of a sworn registration statement with respect to such securities, in such form and Section 8.1 of the SRC provides that securities shall not be sold or offered for registered before being offered or sold to the general public, in compliance with Sections 8.1 and 12.1 of the SRC. Thus, as securities, the shares of stock of BACOOR DOCTORS should be it is not licensed to issue or offer securities to the general public. states that BACOOR DOCTORS is not a registered issuer of securities and therefore In the instant case,CGFD issued a Certification3 dated 21 April 2015 which AnnexHof the Motion. AnnexoftheMotionCertifcation dated 21April2015 from the CGFD 13 bid Enforcement and Investor Protection Department In re:Bacoor Doctors Medical Center.inc SEC CDO Case No.05-15-019 Page 6 of 8 Rule 3, paragraph 1, sub-paragraph N of the SRC provides that Public offering means a random or indiscriminate offering of securities in general to anyone who will buy, whether solicited or unsolicited. Any solicitation or presentation of securities for sale through any of the following modes shall be presumed to be a public offering I Publication in a newspaper, magazine or printed reading material jii. Advertisement or announcement in any radio or television, or any I IV Presentation in any public or commercial place Distribution and/or making available flyers, brochures or any which is distributed within the Philippines or any part thereof; online or e-mail system; or same to prospective purchasers." offering material in a public or commercial space, or mailing the Castro, posted an advertisement in hip://pinoy.md promoting and marketing the shares of stocks of BACOOR DOCTORS to the general public4.AIso,the EIPD investigating team was able to acquire information and printed materials advertising the same in BACOOR DOCTORS main office. As such,it falls within the above- description of public offering. As the records disclose,BACOOR DOCTORS, through its agent Dr, Jerry F. the form of shares of its stocks without a secondary license from the Commission. Thus,BACOOR DOCTORS and its agents are offering or selling securities in each15 and one block of common shares consists only of twenty five (25) shares16 being sold at Three Hundred Thousand Pesos Php 300,000.00.However,a close scrutiny of BACOOR DOCTORS Articles of Incorporation (AOI reveals that the common share of stock is with a par value of One Thousand Pesos (Php 1,000.00) Thus, One 1 share of stock is being sold by BACOOR DOCTORS at Twelve Thousand Pesos (Php 12,000.00, which is contrary to its AOI. Moreover,BACOOR DOCTORS advertises that one block of shares/stocks is incorporators are also the same officers and incorporators of hospitals that were issued AIso, it is worth mentioning that some of BACOOR DOCTORS officers and Thousand (P i,000.00) Pesos,per share,and 79,375 Common Shares of Stock,with a par value of One Thousand (P qualifications which shall be printed on the corresponding stock certificates thereof. to wit1. A Founder,to be qualified per block A common stockholder to be qualifled as such must be a subscriber of record to at least one (i) block of Common shares,consisting of Twenty five (25) shares per block. 1 BACOOR DOCTORS AOI -SEVENTH:That the authorized capital stock of said corporation is EIGHTY MILLION (P 80,000,000.00 PESOS, Philippine Currencyand said capital stock is divided into:625 Founders Shares, issued at One as such,must be a subscriber of record of at least one (1) block of Founder's share consisting of Twenty five 25) share 1,000.00)Pesos per share Ibid-EIGHTHThat the aforesaid shares of stock shall be subject to the following rights,preferences,restrictions and AnnexFEIPD Field Investgation Report and AnnexEprint-out of the advertisement Enforcement and Investor Protection Department InreBacoor Doctors Medical CenterInc SEC CDO Case No.05-15-019 Page 7 of 8 Cease and Desist Orders by the Commission En Banc for offering or selling securities, to wit Bacoor Doctors Medical CenterInc.SEC CDO Case No.05-15-019 Hospital Jose A.Bacud Jr. Incorporator and President Incorporator and Nicolas Molon Chairman Present case Status Inc.SEC CDO Case No. Diliman Doctors Hospital 10-12-008 Incorporator and President Incorporator and Chairman CDO (permanent) issued Case No.09-12-007 Pacific Global Medical Center,Inc.SECCDO Incorporator and Chairman No participation CDO (permanent) issued Relative thereto,Section 64 of the SRC provides that: complaint by any aggrieved party, may issue a cease and desist order otherwise likely to cause grave or irreparable injury or prejudice to the investing public. Section 64. Cease and Desist Order.-64.1.The Commission,after proper investigation or verification motu proprio or upon verified without the necessity of a prior hearing if in its judgment the act or practice,unless restrained,will operate as a fraud on investors or is the necessary license from the Commission which would operate as a fraud on investors or likely to cause grave or irreparable injury or prejudice to the investing restrained from offering or selling its shares to the public. The strict regulation of securities is founded on the premise that the capital market depend on the investing public.Thus,in the absence of a secondary license,BACOOR DOCTORS should be public's level of confidence in the system BACOOR DOCTORS is involved in offering and selling of its shares without requisite registration statement is duly filed with and approved by the Commission rules and regulations. the Commission,Respondent BACOOR DOCTORS MEDICAL CENTER,INC.is IMMEDIATELY CEASE AND DESISTS,UNDER PAIN OF CONTEMPT from offering for sale or selling securities in the form of its shares of stocks until the and until they have complied with all the requirements of law and its implementing engaged in the unauthorized offer for sale of securities, the respondent corporation,its officers, directors, agents,representatives, conduits, assigns, and any and all persons claiming and acting for and in behalf and under their authority are hereby ordered to WHEREFORE, premises considered and pursuant to the authority vested in 17 Power Homes Unlimited Corporation vs. Securities and Exchange Commision and Manero,G.R. No. 164182, Febrary by any aggrieved party may issue a cease and desist order without the necessity of a prior hearing if in its judgment the act or practice,unless restrained, will operate as fraud on investors or is otherwise likely to cause grave or irreparable injury or prejudice to the investing public. 26,2008 Section 64.1,SRC,The Commissionafter proper investigation or verificationmou propioor upon verified complaint Enforcement and Investor Protection Department In reBacoor Doctors Medical Center.Inc 5EC CDO Case No.05-15-019 Page 8 of 8 2) post copies of the Order at the entrance of the main office and/or branches, if any posted in the Commission's website and published in a national newspaper of general to:1 serve this Order to BACOOR DOCTORS MEDICAL CENTER,INC.,its President, General Manager,Corporate SecretaryTreasurer or In-House Counsel;and of BACOOR DOCTORS MEDICAL CENTER,INC.Let a copy of this Order be also circulation. EIPD is FURTHER DIRECTED to submit a compliance report to the Commission En Banc within five (5 days from receipt of this Cease and Desist Order. The Enforcement and Investor Protection Department is hereby DIRECTED Securities Regulation Code and Sec. 10-3 of the 2006 Rules of Procedure of the Commission, the party subject of this Cease and Desist Order may file a request for the lifting thereof within five 5 days from receipt hereof. In accordance with the provisions of Sec. 64.319 of Republic Act 8799, the FAILNOT UNDER PENALTY OFLAW SO ORDERED. Mandaluyong City, Philippines;09 June 2015. TERESITA J.HERBOSA Chairperson Otnier dnnohe ANTONIETA F. IBE Commissioner MANUELHUB Commissioner O B.GAITE 1WA EPHYRO LUIS B.AMATONG Commissioner BLAS JAMESG.VITERBO Commissioner cc: CRMD MSRD CGFD ERTD Habsent on official business during the deliberation of this matter I Snc, Secton64.3, Any personagainst whom acease and desis orderwasisued may, within ive () days from later than fifteen 15 days from its filing and the resolution thereof shall be made not later than ten 10 days from the termination of the hearing.If the Commission fails to resolve the request within the time herein prescribed, the cease and receipt of the order.file a formal request for a lifting thereof. Said request shall be set for hearing by the Commission not desist order shall automatically be lifted.