Registration of 2 firms voided due to unlicensed activities

IN TWO separate orders, the Securities and Exchange Commission (SEC) revoked the certification of incorporation of EMMRJ Loan Consultancy Corp. and Yellowdot Transport Terminal, Inc. over unlicensed investment activities.

EMMRJ Loan Consultancy is a stock corporation that was registered with the commission in late April 2017, while Yellowdot Transport Terminal was registered in late March 2016 to engage in the business of developing and providing transportation services as well as operating land transport terminals.

YELLOWDOT TRANSPORT TERMINAL

The commission said it received numerous e-mails regarding the solicitation activities of Yellowdot Transport Terminal, which is engaged in a “You avail, We manage, You earn” fleet management business. It offers a program where an initial payment of P250,000 and a monthly amortization of P30,000 can get an investor a “millennial jeepney.”

The entity lacks the needed licenses to solicit investments from the public. The SEC also said that it has not secured registration and/or secondary licenses from the commission’s Company Registration and Monitoring Department, Markets and Securities Regulation Department, and Corporate Governance and Finance Department.

The regulator issued an advisory against Yellowdot Transport Terminal in August 2019 to warn the public about its investment schemes and in the same month, the commission issued a show-cause order sent to its principal office and its stockholders-directors-incorporators Jerry C. Castillo, Clarible C. Lincod, Guadylynne C. Bauto, and Rodel Bauto.

Yellowdot Transport Terminal responded on Sept. 1, 2020 and maintained that its memorandum of agreement with the public is not considered an investment contract.

“Yellowdot merely sells modernized jeepneys, under the government’s PUV Modernization Program, albeit with unique management features, which does not necessarily mean, however, that the same is an investment contract/agreement, warranting registration with the SEC,” it said.

Yellowdot Transport Terminal offered a supplemental response with an offer worth P630,000 covering 21 subsisting contracts to “reinforce Yellowdot’s wellfounded assertion that it is not engaged in offering investment contracts to the public.”

It also prayed that the commission lifts its advisory against the entity, ceases the solicitation of new contracts, to allow its premises and records to be inspected.

“The Memorandum of Agreement readily shows that it is a sale and purchase agreement with an integrated management service agreement,” the entity said. However, the SEC said it found the entity promising investors monthly returns of P55,000 to P85,000 with its “You avail, We manage, You earn” business. The Land Transportation Franchising and Regulatory Board also confirmed this in a notice, the SEC said.