421099099-Verified-Petition PDF

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Republic of the Philippines Department of Finance Securities and Exchange Commission Secretariat Bldg, PICC Pasay City

VERIFIED PETITION – COMPLAINT

JASMIN V. CO P10-A P2 B17 L1BAGONG SILANG CALOOCAN CITY 09052316815 ATTORNEY-IN-FACT for Complainant-Petitioner Republic of the Philippines SECURITIES AND EXCHANGE COMMISSION x---------------------------------------------------------------x ARRABEL QUEENIE C. VALENZUELA, Petitioner-Complainant -versusVERIFIED EMMRJ LOAN CONSULTANCY PETITION CORPORATION, COMPLAINT ELAINE JOY PINEDA (President & Head) MAT RONALD P. CORTEZ, MARVIN B. GO, Case No. ___________ JENNIFER T. LIAO, ANDREAS KRAMER, FIDELINO S. CASANAP, Jr., FELIX C. CASTERAL Jr., SHERWIN BYRON S. ANG, ASACKIL L. ACWELL Jr. and ALLAN ROY INANDAN Respondent-Respondents x---------------------------------------------------------------x Petitioner-Complainant, ARRABEL QUEENIE C. VALENZUELA (“Ms. Valenzuela “ for brevity) by and through her Attorney-in-Fact JASMIN VENIEGAS CO (“Ms. Co” for brevity) (collectively “Petitioners), complaining of the

Respondent

Corporation

EMMRJ

CORPORATION

(“EMMRJ”

for

LOAN

brevity)

CONSULTANCY

together

with

its

Directors/Stockholders headed by their President ELAINE JOY SANTOS (“Ms. Santos” for brevity) (“Individual Respondents”)herein allege and state as follows:

NATURE OF THE PROCEEDING 1. That this Verified Petition - Complaint is being filed under Section 3, Rule III the 2006 Rules of Procedure of the Securities and Exchange Commission – “Commencement of Action” 2.

Petitioners - Complainant brings this special proceeding and plenary

action pursuant to the following: (i)

2006 Rules of Procedure

(ii)

SEC Reorganization Act (PD 902-A of 1976)

(iii)

Revised Securities Act (BP 178 of 1982)

( i v) Securities Regulation Code (RA No. 8799 of 2000) ( v) 2016 Rules of Procedure 3.

This Honorable Commission has jurisdiction pursuant to the following

statute: (i)

Fraudulent Transactions •Section 26. Fraudulent Transactions. - It shall be unlawful for any person, directly or indirectly, in connection with the purchase or sale of any securities

(ii)

Insider Trading •Section 27. Insider’s Duty to Disclose When Trading. –

(iii)

Selling/Offering for Sale of Unregistered Securities •Section 8.1 - Requirement of Registration of Securities. – 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 Commission.

•Section 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, instrument, whether written or electronic in character.

(iv)

Fraudulent Reporting of Reportorial Requirements •Section 6(i)[6] of Presidential Decree 902-A: Power to punish corporations for failure to file required reports in appropriate forms as determined by the Commission within the prescribed period;

(v)

Investments Scams - Invesment Contract” - Ponzi Scheme

4.

To remedy all this Complaints, Petitioner herein initiate this

proceeding for issuance of an order/judgment in favor of herein Complainant and for the ancillary relief set forth herein.

PARTI ES 5.

That,

Petitioner-Complainant

ARRABEL

QUEENIE

C,

VALENZUELA is of legal age, married, Filipino and a resident of No. 33 5 th West

Crame, Brgy. West Crame, San Juan City where summons, orders, decision and other processes of this commission may serve ;

6. That, the afore-named Petitioner – Complainant is represented herein by the undersigned authorized representative through its executed “Special Power of Attorney” (SPA) vested for and on behalf of her as Attorney-in-Fact, JASMIN VENIEGAS CO is also of legal age, single, Filipino and a resident of Phase 10A Package 2 Block 17 Lot 1 Bagong Silang Caloocan City where summons, orders, decision and other processes of this commission may serve; (a copy of the said “SPA” is hereto attached as Annex “A”);

7. That, Respondent Corporation, EMMRJ LOAN CONSULTANCY CORPORATION was registered with this Commission on April 24, 2017 with SEC Registration No, CS201713579 and with principal office located at UNIT R19 THE KNIGHTBRIDGE RESIDENCES AT CENTURY CITY VALDEZ ST POBLACION Makati Metro Philippines, which address is stated on the latest filing of Corporation’s General Information Sheet (GIS) with this Commission where summons, orders, decision and other processes of this commission may serve (a copy of the said “GIS” is hereto attached as Annex “B”);

8.

That, Individual Respondents ELAINE JOY SANTOS is of legal

age, Filipino and resident of _________________________________________ as stated in EMMRJ Articles of Incorporation (AOI) where summons, orders, decision and other processes of this commission may serve, (which copy of said “AOI” is hereto Attached as Annex “C”).

She is the President and Operations Head/Managing Director of herein Respondent Corporation, As such, she is the responsible and accountable in administering the Respondent Corporation business operations and management activities including its securities in accordance with law and existing rules and regulation of the Securities and Exchange Commission. She is also the main Stockholder of EMMRJ having ____________________ no. of shares as stated ion the latest filing of EMMRJ General Information Sheet (GIS) with this Commission;

9.

That Individual Respondents, MAT RONALD P. CORTEZ is of

legal age, Filipino and resident of ___________________________________. He is Director and Stockholder of the Respondent Corporation having _____________ no. of shares as stated in the latest filing of EMMRJ General Information Sheet (GIS) with this Commission;

10.

Individual Respondent, MARVIN B. GO is of legal age, Filipino and

resident of ___________________________________.

He is Director and

Stockholder of the Respondent Corporation having _____________ no. of shares as stated in the latest filing of EMMRJ General Information Sheet (GIS) with this Commission;

11.

Individual Respondent, ANDREAS KRAMER

is of legal age,

German National and resident of ___________________________________. She is Director and Stockholder of the Respondent Corporation having _____________ no. of shares as stated in the latest filing of EMMRJ General Information Sheet (GIS) with this Commission;

12.

Individual Respondent FIDELINO S. CASANAP Jr.,is of legal age,

Filipino and resident of ___________________________________.

He is

Director and Stockholder of the Respondent Corporation having _____________ no. of shares as stated in the latest filing of EMMRJ General Information Sheet (GIS) with this Commission;

13.

Individual Respondent FELIX C. CASTERAL Jr. is of legal age,

Filipino and resident of ___________________________________.

He is

Director and Stockholder of the Respondent Corporation having _____________ no. of shares as stated in the latest filing of EMMRJ General Information Sheet (GIS) with this Commission;

14.

Individual Respondent SHERWIN BYRON S. ANG is of legal age,

Filipino and resident of ___________________________________.

He is

Director and Stockholder of the Respondent Corporation having _____________ no. of shares as stated in the latest filing of EMMRJ General Information Sheet (GIS) with this Commission;

15.

Individual Respondent, ASACKIL L. ACWELL Jr, is of legal age,

Filipino and resident of ___________________________________.

He is

Director and Stockholder of the Respondent Corporation having _____________ no. of shares as stated in the latest filing of EMMRJ General Information Sheet (GIS) with this Commission;

16.

Individual Respondent,

JENNIFER T. LIAO

is of legal age,

Filipino and resident of ___________________________________.

He is

Director and Stockholder of the Respondent Corporation having _____________ no. of shares as stated in the latest filing of EMMRJ General Information Sheet (GIS) with this Commission;

17.

Individual Respondent, ALLAN ROY INANDAN is of legal age,

Filipino and resident of ___________________________________.

He is

Director and Stockholder of the Respondent Corporation having _____________ no. of shares as stated in the latest filing of EMMRJ General Information Sheet (GIS) with this Commission; 18.

For purposes of this lawsuit, each individually named respondent is

sued in his official capacity.

JURISDICTION AND VENUE 19.

This proceeding is being filed pursuant to Presidential Decree 902-A –

for Petition of Revocation of Certificate of Registration of EMMRJ LOAN CONSULTANCY CORPORATION due to violation of Section 6 of the Corporation Code - Serious Misrepresentation as to what the corporation can do the great prejudice of or damage to the general public with prayer for the issuance of an order “Cease and Desist” against Respondents EMMRJ enjoining its Directors and Stockholders as headed by ELAINE JOY SANTOS as President.

20.

And this Honorable Commission has jurisdiction to grants Petitioners

request for relief in the nature of mandamus and prohibition, as well as the declatory relief sought, and any further relief that this Court deems just and proper. 21.Venue is proper in this Honorable Commission under Section 2 Rule II of SEC Rules of Procedure;

STATEMENT OF FACTS

22.

That, on January 2018 Ms. Valenzuela and Ms. Santos met in one

occasion which is a gathering/reunion of old friends and acquaintances; They are properly and formally introduced to each other by one of their collegues;

23.

That after the said occasion and in a surprise of Ms. Valenzuela, she

was messaged by respondent Ms. Santos to make confirmation into her facebook account to accept her. Then Ms. Valenzuela did it to make friends with her.

24.

While, when Ms. Santos caught the attention of Ms. Valenzuela in

Facebook she also grab the opportunity to invite her to the Business Page of “EMMRJ” which advertise and entice public and/or individual to make investments out them (which copy of said “ net advertisement thru FB Business page” is hereto attached as Annex “D”) 25.

That Ms. Santos keeps on encouraging Ms. Valenzuela repetitively

until convinced to join in the business ventures of EMMRJ LOAN CONSULTANCY CORPORATION, as she claims that she is the President and

Main Owner and/or Major Stockholder of EMMRJ. She formally laid to Ms. Valenzuela the scheme of investment in EMMRJ as when you invest a sum of money for a period of 6 months, you will earn 20 percent monthly net profits and offer to try it once;

26.

That, Ms. Valenzuela finally decide to invest in EMMRJ through its

President Ms. ELAINE JOY SANTOS;

27.

That, on year 2018 starting January to May, complainant Ms.

ARRABEL QUEENIE C. VALENZUELA paid a series of 7 consecutive investments

amounting to TWO MILLION PESOS FOUR HUNDRED

FOURTEEN

THOUSAND AND

EIGHT

HUNDRED

EIGHTY PESOS

(PHP2,414,880.00) to herein Respondent Corporation EMMRJ. The said payment was all received by Ms. Santos being EMMRJ Head Operations and acknowledged it by Receipts (which copy of said “Receipts” are hereto attached as Annexure)

28.

That, the said transactions regarding investments is accompanied with

Investment Agreement for a period of 6 months Contract executed and signed by Ms. Santos for EMMRJ as agreed between herein complainant Ms. Valenzuela and herein respondent corporation EMMRJ (which copy of said Investment Agreement are hereto attached as Annexure)

29. Complainant

That the F.D. matured on _____________________2019 and the approached

the

office

of

the

EMMRJ

LOAN,

on

___________________2019, for encashing the FD. But the staff of the Company, on some some pretext or the other delayed making the payment (Nature of problem

encountered). Hence the Complainant wrote to the O.P., requesting his immediate intervention. A photocopy of the said letter is furnished at Annexure - II.

But the

Complainant has not been paid his dues till date. 30.

That the non-payment of the maturity value of FD, by the O.P., on the

scheduled date, amounts to deficiency in service as defined under sec. 2(1)(g) of the Investment Act.

That the non-payment of herein respondents to EMMRJ LOAN has inflicted enormous amount of mental agony and financial loss on herein Complainant and his family.

FIRST CLAIM FOR RELIEF (NON-PAYMENT OF COMMITMENTS, DUES OF EMMRJ LOAN CONSULTANCY NON-PAYMENT OF REFUND OF THE PRINCIPAL AMOUNT INVESTED IN SERIES OF 7 INVESTMENTS PAID )

31.

That, on the same year of 2018, herein complainant also purchased a

securities from EMMRJ which is sold by Ms. Santos as she claims that she is the Main Owner and President of said respondent Corporation. A total no, of 20 shares was paid by Ms. Valenzuela to Ms. Santos in a sum of money amounting to TWO MILLION PESOS ( PHP2,000,000.00) evidenced by their Company BIR Printed Receipts (which copy of said O.R. are hereto attached as Annexure).

32.

The above said transaction regarding the purchased securities sold to

the complainant Ms. Valenzuela by herein respondent Ms. Santos is accompanied by Co-Ownership Agreement for a period of One year Contract and Issuance of

EMMRJ Stock Certificates showing the no. of shares sold to herein complainant (which copy of said Co-Ownership Agreement and Stock Certificates are hereto attach as Annexure).

33.

That, in the said Co-Ownership Agreement as agreed, the complainant

will be receiving a Monthly 20 percent of Monthly Net Income of EMMRJ being a Co-Owner of the said company and the complainant will also receive a Thirty Thousand Pesos Monthly allowances as being one of the Directors/Stockholder of EMMRJ including Mid Year and Year End Bonuses and Annual Dividend of 20 percent of the Annual Net Income of the EMMRJ.

(Disappointedly, the

complainant did not received any amount from EMMRJ only a bouncing Post dated Cheques off given by its Head Operations and President ELAINE JOY SANTOS.

34.

In a whole year waiting for any payment as agreed in the said Co-

Ownership Agreement from EMMRJ and by its Pres. Ms. Santos No payment arrived.

On the expiration of the said Agreement the complainant repetively

demand Ms. Santos to return the amount being paid by the complainant for the said Fraud Transaction involving said Securities which amount is 2 Million Pesos. Despite of complainants due Notice to Ms. Santos and EMMRJ LOAN still up to now they don’t reply.

SECOND CLAIM FOR RELIEF (NON-PAYMENT OF COMMITMENTS, DUES OF EMMRJ LOAN CONSULTANCY AND NON-PAYMENT OF REFUND OF THE AMOUNT PAID IN FRAUD SECURITIES SOLD)

35.

That the Complainant approached this Honorable Commission feeling

assailed by said respondent due to the said Fraud Transaction involving securities, hoping for a kind consideration or seeking a solution or advice from this Honorable Commission to what the complainant can do to claim the refund of her payment of the said fraud securities from the respondent ELAINE JOY SANTOS.

36.

While seeking for a solution to the said fraud securities, the

complainant also learned and found that EMMRJ LOAN CONSULTANCY CORPORATION is not authorized to sell securities nor accept investments from public or any individual and also to act as lending company nor to engaged as Financing Company due to its business registration only as Business and Management Consulting Activities.

37.

And the complainant also confirm and verified that the said

transaction on purchasing securities is clearly fraud because it appears that the name of the complainant and her 20 shares being purchased as evidenced by issued O.R. and Stock Certificates on year 2018 was nowhere to be found on EMMRJ LOAN.. filling of 2 GIS and Amended Articles of Incorporation with this Honorable Commission.

GENERAL ALLEGATIONS EMMRJ LOAN CONSULTANCY CORPORATION was registered with the Securities and Exchange Commission (SEC) as a domestic stock corporation on April 24, 2017

The

primary

purpose

of

EMMRJ

LOAN

CONSULTANCY

CORPORATION, as stated in its Articles of Incorporation, is to analyze the financial status of the client by collecting the financial information and data and any other personal info The

Certificate

of

Incorporation

granted

to

EMMRJ

LOAN

CONSULTANCY CORPORATION expressly states that it is not authorized to undertake business requiring secondary license from the SEC such as soliciting investments in the form of securities.

EMMRJ has not filed any registration statement nor has it been issued any secondary license to offer or sell securities to the public as required under Sections 8 and 12 of the Securities Regulation Code.

EMMRJ was found to have been soliciting investments from the public without the necessary license from the SEC, when it enticed the public to “invest” in exchange for monthly “profits” equivalent to 20% of their principal amount invested. EMMRJ violated Republic Act No. 8799, or the Securities Regulation Code, which requires the registration of securities before they can be offered for sale to the public.

The investment scheme of EMMRJ is within the definition of “securities” under Section 3.1 of the Securities Regulation Code which are “shares, participation or interest in a corporation or in a commercial enterprise or profit-

making venture and evidenced by a certificate, contract, instrument, whether written or electronic in character.

The arrangement between EMMRJ and its investor partakes of an investment contract, in particular, whereby a person invests his money in a common enterprise and is led to expect profits from the effort of others.

The investment scheme of EMMRJ resembles a Ponzi scheme, an investment program that offers impossibly high returns and pays these returns to early investors out of the capital contributed by later investors.

An Investment Contract is a contract, transaction or scheme whereby a person invests money in a common enterprise and is led to expect profits from the effort of others.

The arrangement between EM...