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

-versus-
VERIFIED
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 LOAN CONSULTANCY
CORPORATION (“EMMRJ” for brevity) 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)
(iv) 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.

PARTIES

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 R-
19 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. That the F.D. matured on _____________________2019 and the

Complainant 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 EMMRJ and its investors/clients partakes of an

investment contract, satisfying the four elements laid down in the decision of the
Supreme Court in the case of Power Homes Unlimited Corporation vs. Securities
and Exchange Commission (G.R. No. 164182, 28 February 2008):

a) Money is invested;
b) The money invested is placed in a common enterprise;
c) There is expectation of profit;
d) The profit is derived primarily from the efforts of others.

a. Under Section 3 (b) of Republic act No. 8799, or the Securities

Regulation Code, investment contracts are securities, defined as 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.

b. Under Section 8 of the Securities Regulation Code provides: “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. Prior to
such sale, information on the securities, in such form and with such substance as
the Commission may prescribe, shall be made available to each prospective
purchaser.”

PRAYER FOR RELIEF

Petitioner most respectfully request to this Honorable Commission to grant
this Petition for Revocation of Certificate of Registration of EMMRJ LOAN
CONSULTANCY CORPORATION due to fraud transactions and serious
misrepresentation and issued an order of “CEASE AND DESIST” to herein
respondent corporation EMMRJ enjoining its Directors and Stockholders.

WHEREFORE, it is respectfully prayed that judgment be rendered in

favor of herein complainant against the respondents to pay the complainant the
sum of money paid in series of 7 investments and purchased securities which
amount is Php 4,414,880.00 plus interest of 12% from the date of the instruments
such as investment agreements and co-ownership agreements until full amount is
payed and attorney-in-fact services/fees in the amount of
_____________________ and costs of the suit in the amount of
______________________________.

Other equitable reliefs are likewise prayed for.

JASMIN VENIEGAS CO
ATTORNEY-IN-FACT
For Petitioner - Complainant
 VERIFICATION/CERTIFICATION
OF
NON-FORUM SHOPPING

I, ARRABEL QUEENIE C. VALENZUELA, Petitioner in the above-

captioned case, single, of legal age, Filipino, after having been sworn, in
accordance with law, hereby depose and state that:

1. I am the Petitioner in the above-captioned case;

2. I have read and understood the contents hereof of this Petition for Review, and
the facts herein alleged are true and correct of my own knowledge and based
on available verifiable records;

3. I heretofore have not commenced any other action or proceeding or any claim,
or filed any claim involving the same issues raised in the above-captioned case,
in this Honorable Commission, nor the different Divisions thereof, nor in any
other court or tribunal or agency and, to the best of my knowledge, no such
other action or claim is pending therein;

4. I hereby undertake to notify this Honorable Court of such fact within five (5)
days from receipt of such knowledge, should I come to learn that the same or a
similar action or claim has been filed or pending in the Supreme Court, Court
of Appeals, the different Divisions thereof, or any other court or tribunal or
agency;
5. I am executing this sworn statement in compliance with Section 5, Rule 7 of
the 1997 Rules of Court.

ARRABEL QUEENIE C. VALENZUELA

Affiant

SUBSCRIBED and SWORN TO before me this ____day of ___________

2019 at _______________, Philippines, affiant exhibiting to me her TIN ID with
ID No. ______________ issued by the Bureau of Internal Revenue, as competent
evidence of her identity, and she personally acknowledged to me that the foregoing
“Petition” is her free and voluntary act and deed. (a copy of this BIR TIN ID is
here to attached.)

Notary Public

Doc No. _____;

Page No. _____;
Book No. _____;
Series of 20______.
 AFFIDAVIT OF LOSS

Republic of the Philippines

Province Of
Municipality of

I, ARRABEL QUEENIE C. VALENZUELA of legal age, /married,

residing at ____________, after being sworn in accordance with law, depose and
say:

That I am the true owner of “Official Receipt”, described as follows to wit:

(_____________________) That the said _____________ been duly registered in
my name ___________ for the year (or years)____________;

That the pertinent papers of ownership of said “Receipt” were among those
burned and destroyed on ____________
when my house and all my personal belongings were completely destroyed by
fire;
That said papers are now beyond recovery.

IN WITNESS WHEREOF, I have hereunto set my hand this ________

day of ________, 20__, in the Municipality of ____________, Province of
__________, Philippines.

ARRABEL QUEENIE C. VALENZUELA

Affiant