theTRUSTGURU.com
 
     

        
 

HOME

Lectures &
Presentations

News & Views

Law &

Jurisprudence

Administrative
Issuances


Trust Products
& Practice

About the Guru

Links

Email Feedback

Guest Register

Archives 

 

 

 

 

 

 

 

 

 

 

Was Performance scam homegrown?

(Article published in the August 29, 2007 issue of Manila Standard Today)  

The common spin that comes out of various news reports and press releases about the recent Performance scam is that it was a foreign operation.  Michael Liew, a Singaporean, is said to be the captain of deception; Performance Investment Product Corporation (PIPC), a British Virgin Islands entity, is named as his flagship of deceit.  We Filipinos, if Christina Gonzalez-Tuason’s letter dated 19 July 2007 to Director Nestor M. Mantaring of the National Bureau of Investigation is to be believed, were only his hapless and helpless victims, and nothing more. 

 I am genetically skeptical and an admirer of Sheer Luck Holmes. I did my own sleuthing and the thrust of my impressions, based on some documents which came my way, is the foreign devil could not have pulled of his disappearing act without a little help from a few, now wishing to be seen as innocent, Filipino friends.  The latter, if I am not mistaken, may in fact, wittingly or unwittingly, have provided the initial platform for what we now call the Performance scam.

 Three local companies appear to be, at one time or another, part of the “Performance Group” namely, (a) PIPC Corporation (PIPC Corp); (b) Performance Asset Management Corporation (PAMC); and (c) Performance Foreign Exchange Corporation (PFEC).  The last named, PFEC, recently came out with the statement that it is not connected with PIPC.  The present tense is accurate use; the accuracy is limited to the present time; it is admitted even by the current owners of PFEC that sometime in the company’s past, Michael Liew was very much a part of it.

 The first to be incorporated of these three companies is PAMC.  Originally named “GIIC Assets Management Corporation,” its articles of incorporation were signed on 02 April 1998 by four Filipinos putting in Php 37,500 each and one Singaporean named Ho Khee Tong giving Php 1 million.  It was registered with the Securities and Exchange Commission (SEC) four days later.  Those were the days of the express lane.










     

 
             A little over two (2) months later, on 23 June 1998, the final “s” was removed from “Assets”. This was approved by the SEC on 06 July 1998.  On the last day of July, the word “Performance” started to rear its head.  The name “GICC Asset Management Corporation” was changed to “Performance Asset Management Corporation.”

 Then on 16 October 1998, as evidenced by SEC Certificate of Filing of Amended Articles of Incorporation issued on 30 October 1998, the purposes of the corporation were amended to enable PAMC to act as manager or managing agent for others.

 In Director’s Certificate dated 28 October 1998, submitted to support the purpose clause amendments, the name of “Michael Liew Hock Kiang” showed up in lieu of “Ho Khee Tong” as director.  Two directors did not sign the said certificate; Michael Liew Hock Kiang was one of the two.  But, the notary’s jurat of the certificate states the contrary, namely, that the certificate was “subscribed and sworn to before him” by all the five directors.

 At about the same time that “Performance” obliterated “GIIC” to result in PAMC, another corporation was aborning.  It appears from the Amended Articles of Incorporation approved by the SEC on 17 February 2000, that on 10 June 1999, a corporation was formed by the same persons who incorporated GIIC Assets Management Corporation. The name of the new corporation, naturally, was “GIIC Foreign Exchange Corporation.”

 But “1999” in the Amended Articles is clearly a typo error.  The Acknowledgement of the Amended Articles submitted to the SEC shows that the community tax certificates used by the Filipinos, which were also the same certificates they used in the incorporation of GIIC Assets Management Corporation, were all issued in 1998 and hence could have been validly used only up to February, and certainly not until June of the following year. The notary’s commission was recorded as expiring on 31 December 1998, and the document was recorded as Doc. No. 485, on Page No. 99, of Book II, series of 1998. And most telling, the first four numbers of SEC registration, which under its system stand for the year of incorporation, is 1998. 

 In any case, the “GIIC” in “GIIC Foreign Exchange Corporation”, as in GIIC Asset Management Corporation, was soon replaced by “Performance” after its incorporation.  This is clear from the SEC Certificate of Filing of Amended Articles of Incorporation issued on 17 February 2000 approving the amendment adopted by the corporation on 16 February 2000 indicates that previous to that date the corporation’s name had already become “Performance Foreign Exchange Corporation”.  What were amended in 17 February 2000 were the primary and secondary purposes, not the name.

 Since 1998 is the real year of incorporation of GIIC Foreign Exchange Corporation and the likely year when it changed its corporate name, then “Performance” must have had already taken over the two GIIC corporations by the time Performance Investment Products Corporation, the flagship, was registered in the British Virgin Islands on 14 January 1999.  At the very least, groundwork had already in the Philippines when the command post was registered in BVI.

 British Virgin Islands laws, we must say, do not require disclosure of company owners and directors.  But, Cristina Gonzalez-Tuason says, and there is no reason to doubt her, that the company is Michael Liew’s.  What she does not say, perhaps because she does not know, is that the company could issue bearer shares. 

 The third local corporation, PIPC Corporation, may have been formed in response to regulatory events affecting Performance’s performance.  It began as “Carvaggio Holdings, Inc.” under articles of incorporation which were executed on 15 February 2001 and registered with the SEC six days later.  None of the incorporations of Carvaggio were incorporators of the GIIC corporations which later became Performance corporations.  Whether by accident or by intent is not clear, but the incorporation of PIPC Corporation was clearly just about a month after the SEC issued a Cease and Desist Order against PFED in CED Case No. 99-2297.

 “Carvaggio Holdings, Inc.” was then renamed, by amendment of the articles on the same day that the original was approved by the SEC, i.e. 21 February 2001, to “PIPC Corp.”. The purpose clauses, which were initially for holding assets, were also amended to enable the company to be more active than a mere holding company, by dispensing “management services and/or specific technical, consultancy or advisory services”.  This is the same line of business as PAMC.

 It was not surprising therefore for, PIPC Corporation, by letter dated 11 June 2001 written by Cristina G. Tuason to valued clients, that say “we are changing our Customer Service Center in the Philippines to PIPC Corporation effective 1 June 2001, in line with our parent company ‘Performance Investment Products Corporation.’” Continuity, however, was assured by Ms. Tuason saying “the validity of all documents that we have given to you in the past will remain unchanged.”

 What is surprising, though, is what is written by hand, as a footnote, on the first page of the resulting Amended Articles, after the amendments of 21 February 2001, barely ten (10) days after the Tuason letter.  The handwritten footnote says, “PIPC means Phil. International Planning Center.”  Assuming the handwriting was done by one from the company, what PIPC Corp was saying to the SEC was not exactly what it was saying to its “valued clients”.

 If I were the SEC, I would exert every effort to find out why.  And while it is at it, how come Michael Liew never showed up as incorporator in any of the local companies?  In both cases, it seems the serpent had already gate crushed into paradise as early as 2001.
 

| TOP HOME  |  MANILA STANDARD TODAY ARTICLES LIST