BAGUIO CITY – The Securities and Exchange Commission (SEC) recently revoked the registration of a Baguio-based corporation for alleged violation of the pertinent provisions of Presidential Decree (PD) 902-A or the Corporation Code of the Philippines for reportedly soliciting investments without the necessary license from the Commission.
In an 18-page revocation order under SEC EIPD Case No. 2024-7715 dated August 8, 2024, the sec revoked the certificate of registration of Rey International Philippines Corporation doing business under the names and styles of Ray Education Directions Consultancy Services, Unrivaled Productions and Sine Cordillera for such uncovered violation.
Further, the company’s directors, officers, stockholders, namely, Jennylyn Galletes delos Santos-Floresca, Jingky Galletes Lontoc, Justine Nicole delos Santos Arenas, Jamir Isaac delos Santos, Jacqueline Corel, Melchor and Elmer Obrero Diga were ordered disqualified from being a director of a corporation for a period of five years from the date of the order for allegedly conceptualizing, offering and selling unregistered securities in the form of investment contract and/or evidence of indebtedness which are considered as alleged fraudulent acts.
The order is without prejudice to the imposition of other appropriate penalties and other administrative sanctions or to the filing of a criminal action against the persons responsible for the violation of the Revised Corporation Code of the Philippines, Securities Regulation Code and its implementing rules and regulations, and other laws, rules and regulations.
Earlier, the sec received information, reports and complaints against Casa Infini Builders and Realty Co. Ltd. Regarding its alleged selling or offering of unregistered securities to the public without prior registration and/or secondary license to offer or solicit investments from the Commission.
Acting on the said information, the EIPD formally conducted its independent investigation on the business activities of Casa infini for possible violations of the relevant provisions of the Revised Corporation Code, Securities Regulations
Act and other related laws, rules and regulations.
The Sec made permanent its cease and desist order against Casa Infini and Oher attached companies after finding that the motion for reconsideration of the officers were without merit.
The SEC found that Ray International, along with Casa Infini Realty Management Co. Ltd. And Casa Infini Properties and Development Corp, form an integral part in the whole scheme Of Casa Infini Builders and Realty Co. Ltd., all of which are under the control, supervision, and management of Jennelyn Floresca.
Moreover, Floresca holds relevant, material and controlling positions in all entities and she is among the declared beneficial owners of Casa Infini Properties and Development Corp. with 999 percent ownership or voting rights.
According to the order, as allegedly confessed and confirmed, the approved purpose as provided in the articles of incorporation of Rey International is to create and deliver competent education and training programs, TV programs and projects that are internationally accepted and comparable while discovering the individual’s potentials that will give the person’s worth as individuals and as a professional.
The Sec added that indeed, it was the Ray Casa group of companies that organized and conducted a seminar.
The EIPD investigating team has in its possession the blank sheet of paper with Ray Casa group of companies logo, the paper distributed in each table in the venue of the said seminar.
In addition, in the Facebook invitation for the June 10, 2023 real estate talk seminar which was broadcasted in the Facebook page of Baguio lots, house and lot, condominium properties being presented by Eric Nillar Pineda, likewise displayed the logo of ray Casa group of companies.
Based on the findings of the department, it was during the conduct of the real estate talk where the offering of the unregistered securities to the public happened that constitutes the violation committed by the respondents, along with entities under the umbrella of Ray Casa group of companies, including Ray International and Casa Infini.
As earlier mentioned, Ray International is among those entities covered by the cease and desist order where the entities and individuals – respondents named were ordered to cease and desist from offering or selling the investment products in various forms.
Above all, the contention of the respondent that it should not be included in the CDO is rendered moot and academic since the said CDO has already been made permanent on October 31, 2023. Criminal and administrative cases are separate and distinct,” the order stated.
The SEC pointed that the CDO is not stayed by an appeal taken or by a petition for certiorari as prescribed under the 2016 Rules of Procedure of the Commission where it stated that ‘cease and desist orders, and such other decisions or final orders as now or may hereafter be declared to be immediately executory, shall be enforceable after their rendition and shall not be stayed by an appeal taken therefrom or by a petition for certiorari unless otherwise ordered by the Court of Appeals of the Supreme Court as the case may be, upon such terms as it may deem just.’ By Dexter A. See
