Securities and Exchange Commission

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SECURITIES AND EXCHANGE COMMISSION

7907 Makati Avenue, Salcedo Village


Barangay Bel-Air, Makati City, 1209

AIW-PACRIM, INC.
Petitioner. Case No. _____________
x-------------------------x

PETITONER FOR AMENDMENT OF LICENSE


(To Change Business Purpose)

PETITIONER AIW-PACRIM, INC., thru the undersigned counsel, to this


Honorable Commission, respectfully alleges:

1. That after filing an APPLICATION OF A FOREIGN


CORPORATION TO ESTABLISH A BRANCH OFFICE IN THE
PHILIPPINES on May 12, 2009, petitioner AIW-PACRIM, INC.
(“AIW” for brevity), a foreign corporation organized in Delaware,
U.S.A., was issued a LICENSE TO TRANSACT BUSINESS IN THE
PHILIPPINES on July 15, 2009, Certified True Copies of AIW’s
LICENSE TO TRANSACT BUSINESS IN THE PHIIPPINES,
APPLICATION OF A FOREIGN CORPORATION TO ESTABLISH
A BRACH OFFICE IN THE PHILIPPINES, ACTION BY
UNANIMOUS WRITTEN CONSENT IN LIEU OF MENTION OF
THE BOARD OF DIRECTORS OF AIW-PACRIM, INC. dated
December 16, 2008,CERTIFICATE OF INCORPORATION AND/OR
BY-LAWS, ACTION BY UNANIMOUS WRITEN CONSENT IN
LIEU OF MEETING OF THE BOARDOF DIRECTORS OF AIW-
PACRIM, INC. dated September 3, 2008, which were secured from
this Honorable Office with receipts, are attached herewith as
ANNEXES “A” to “F” (with sub-markings) and made integral parts
hereof;

2. That however, due to the recession in the U.S.A and other unfavorable
business condition, AIW was not able to establish an officer nor do
business in the PHILIPPINES until sometime in October, 2015, at
which time it initially opened an office at Units 7 and 8, NIMM
Building, Mc Arthur Highway, Brgy, Sindalan, San Fernando City,
Pampanga. but after several months, AIW transferred to Unit 214 2nd
Floor Fortune Square Building, Mc Arthur Highway, Brgy, Sindalan,
San Fernando City, Pampanga, where it holds office up to the present
time. A copy of its General Information Sheet (G.I.S) for 2022 is
attached herewith as Annex “G” and made integral part hereof.

3. That in its LICENSE TO TRANSACT BUSINESS IN THE


PHILIPPINES (Annex “B” hereof), AIW was authorized to establish it
branch office in the Philippines to sell on wholesale engineering parts
and equipment and render services in relation thereto, which of its
business in the Philippines;

That however, AIW could not pursue nor operate under its original business
purpose due to financial constraints, brought about by the recession and other
unfavorable economic condition in the U.S.A at the time that adversely affected the
business operation of AIW-PACRIM, INC, in the U.S.A.;

That as a result of the circumstances mentioned above, AIW was able to


actually commence business operations in the Philippines only on October 15,
2015, but limited to performing and/or undertaking drafting services for
engineering plans and other technical drawings, to be exclusively used by AIW-
PACRIM, INC. in the United States of America;

That as matter of fact, since the start of its business operation in October,
2015 as mentioned above, AIW has only employed a few architects and draftsmen
to do CAD engineering plans and technical drawings, using a licensed software
intended for that purpose. AIW has never sold engineering parts and equipment in
the Philippines, and has never rendered any technical services in relation thereto;

That furthermore, since the start of its business operations in the Philippines
on October 15, 2015, AIW has never received any payment nor income in the
Philippines in connection with the sale of engineering parts and equipment as well
as service related thereto, since its activities are limited to undertaking only
drafting and office services to create engineering plans or other technical drawing,
to be used exclusively by AIW, INC. and AIW-PACRIM, INC. in the U.S.A. A
copy of its latest audited Financial Statement-Annual for the year ending December
31, 2021 is attached herewith as Annex “h” and made integral part thereof;

That petitioner AIW has no more intention of pursuing its original business
purpose in the Philippines as mentioned above. Thus, AIW-PACRIM, INC. in the
U.S.A has rendered a RESOLUTION effective January 1, 2018, stating as follows:

RESOLUTION

(Amendment of Business Purpose As Stated in License to Transact Business in the


Philippines)

WHEREAS, the Corporation was issued a LICENSE TO TRANSACT


BUSINESS IN THE PHILLIPPINES by the Securities and Exchange Commission
(S.E.C) on July 15, 2009 “To Sell on wholesale engineering parts and equipment
and to render services in relation thereto;

WHEREAS, the Corporation actually commenced business operations in the


Philippines on October, 2015, but only for the purpose of performing and/or
undertaking drafting services for engineering plans and other technical drawings, to
be exclusively used by AIW, INC. and AIW-PACRIM, INC. in the United States of
America;
WHEREAS, the Corporation has not sold on wholesale engineering parts
and equipment in the Philippines and has no intention of undertaking this business
activity in the Philippines;

NOW, THEREFORE, BE IT:

RESOLVED, to amend the business purpose of the Corporation in the


Philippines, as stated in its LICENSE OF TRANSACTION BUSINESS IN THE
PHILIPPINES, which will now be as follows;”

“To perform and undertake drafting and office services for the purpose of
creating engineering plans or other technical drawings, to be used exclusively by
AIW, INC. and AIW-PACREIM, INC. in the United States of America,”

RESOLVED, that the Resident Agent for the Philippines, ELISEO MAGNO
SALVA is authorized to pile petition To Amend License with the Securities and
Exchange Commission (S.E.C) of the Philippines for the purpose of creating
engineering plans or other technical drawings, to be used exclusively by AIW, INC.
and AIW-PACRIM, INC in the Unites States of America”.

RESOLVED, that any and all actions therefore or hereafter taken by the
officers or directors, and the RESIDENT Agent for the Philippines, of the
Corporation within the terms of any of the foregoing resolutions are hereby ratified
and confirmed as the act and deed of the Corporation; and

RESOLVED, FURTHER, that each of the officers and directors, and the
Resident Agent of Philippines, of the Corporation are hereby authorized and
directed to execute and deliver any and all documents and to take such other action
as he or she deems necessary, advisable, or appropriate to carry out the purpose and
intent, but within the limitations, of the foregoing resolutions,”

A duly authenticated copy of the above quoted RESOLUTION is attached herewith


as Annex “I” and made integral part hereof.

9. That in view of the above premises, petitioner AIW-PACRIM, INC.


request and prays that this Honorable Commission amend business purpose of the
Corporation stated in its LICENSE TO TRANSACT BUSINESS IN THE
PHILIPPINES issued on July 15, 2009, which should now read as follows;

10. “To perform and undertake drafting and office services for the purpose
of creating engineering plans or other technical drawings, to be used exclusively by
AIW, INC and AIW-PACRIM, INC. in the United States of America.”

11. That the petitioner is therefore requesting that its original business
purpose be amended, as stated above, so that AIW’s records with the Bureau of
Internal Revenue (B.I.R) , S.E.C. and other government agencies will be correctly
updated in accordance with pertinent laws, rules and regulation.
PRAYER

WHEREFORE, in view of the foregoing circumstances, it is most


respectfully prayed by petitioner that this Honorable Commission issue a
Resolution and/or Order authorizing the issuance of an AMENDED LICENSE TO
TRANSACT BUSINESS IN THE BUSINESS IN THE PHILIPPINES issued on
July 15, 2009, which should now read as follows:

“To perform and undertake drafting office services for the


purpose of creating engineering plans or other technical
drawings, to be used exclusively by AIW, INC. and AIW-
PACRIM, INC. in the United States of America.”

Other reliefs just and equitable under the above premise are also
prayed for.

Respectfully submitted, Manila for Pasay City, February 9, 2023.

CESAR EVANGELISTA
For the Petitioner
Room 226, Doña Regina Bldg, Escolta, Manila
Roll No. 32367, p. 474, vol. 13
IBP No. 04099, Lifetime, Manila IV
PTR No. Mla 0875599 / 1-6-23
MCLE Compliance No. VII-0015421 / 4-18-22 until 4-14-25
09399399397 / [email protected]

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