legal forms 4th assignment

7/28/2019 legal forms 4th assignment

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Republic of the PhilippinesREGIONAL TRIAL COURTFIRST JUDICIAL REGION

Branch 6Baguio City

IVY CARMELA MERCADO, JUNE JAY ESMINOJAJA FLORES

Petitioners. PETITION FORINVOLUNTARY

INSOLVENCYCase No.: _____

-vs-

VIRGEL AMOR VALLEJOS,

Respondent.x------------------------------------------------------x

PETITION

Petitioners, through counsel, and unto this Honorable Court,respectfully allege:

1. That they are merchants engaged in the merchandising business in BaguioCity, Philippines;

2. That the debtor VIRGEL AMOR VALLEJOS, is a resident of No. 34 PalmaRoad, Baguio City, within the jurisdiction of this Court;

3. That the petitioners are creditors of the said debtor in the aggregateamount ofFIVE HUNDRED THOUSAND PESOS, all of which accrued in thePhilippines;

4. That none of the petitioning creditors is a creditor by assignment withinthirty (30) days from the filing of this petition;

5. That the said debtor has committed the following acts of insolvency under

Section 20 of Act 1956 or the Insolvency Law:

(a) Making conveyance, assignment or transfer of her property todefraud creditors,(b) Making conveyance, assignment or transfer of her property incontemplation of insolvency,(c) Default of to pay her current obligations for a period of 30 days.

6. That the petitioners are willing to put up a bond with sufficient sureties insuch sum as this Honorable Court may fix, to answer for all costs, expenses,and damages occasioned by these proceedings, should this petition be found

without merit.

WHEREFORE, petitioners pray that, upon the filing of a bond in suchsum as this Honorable Court may fix, conditioned as required under theInsolvency Law, an order be issued:


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(a) Requiring the above-named debtor to show cause at a time andplace to be designated by this Honorable Court why he should not beadjudged an insolvent debtor;

(b) Forbidding the payments of any debts, and the delivery of any

property belonging to such debtor to him or to any other person for hisuse or the transfer of any property by him; and

(c) That after due notice and hearing, he be adjudged insolvent an, andhis property administered for the benefit of his creditors, in accordancewith the provisions of the Insolvency law.

Baguio City, Philippines, this 5th day of March 2012.

ART MIGUEL B. SANLAO

Notary PublicUntil December 31, 2012

PTR No. 050183/BaguioCity/01-11-12

Roll of Atty. No. 012345IBP Lifetime

Membership No. 9031984Baguio-Benguet

REPUBLIC OF THE PHILIPPINES )CITY OF BAGUIO ) S.S.

VERIFICATION AND CERTIFICATIONAGAINST FORUM SHOPPING

We, IVY VARMELA MERCADO, JUNE JAY ESMINO and JAJAFLORES, all of legal ages, Chinese citizens and residents of No. 34 UpperPinget, Baguio City, after being duly sworn in accordance with law, herebydepose and state:

1. That we are the petitioners in the above-entitled case;

2. That we have caused the preparation of the petition for involuntaryinsolvency;

3. That we have read the material and relevant allegations thereincontained are true and correct of our personal knowledge and authenticdocuments;

4. That we hereby certify that we have not heretofore commenced anyaction or filed any claim involving the same issues before any other court,

tribunal or quasi-judicial agency;

5. That to the best of our knowledge, there is no such pending actionor claim, and that if we should hereafter learn that the same or similar actionor claim has been filed or is pending, we shall report such fact within five (5)days therefrom to the Honorable Court.


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IN WITNESS WHEREOF, we have hereunto affix our signatures this5th day of March 2012, in the City of Baguio, Philippines.

IVY CARMELA MERCADO JUNE JAY ESMINO JAJAFLORES

AffiantsPassport No. ZZ0345235 Passport No. ZZ3432534Passport No. ZZ0423437Expires January 31, 2016 Expires March 30, 2013Expires May 11, 2014

SUBSCRIBED AND SWORN to before me in the City of Baguio this 5th

day of March 2012 by, IVY CARMELA MERCADO, JUNE JAY ESMINO andJAJA FLORES who have exhibited to me their respective identificationdocuments as appearing below their names and signatures and who are thesame persons who personally signed before me the foregoing affidavit andacknowledged that they executed the same.

ART MIGUEL B. SANLAO Notary Public

Until December 31, 2012Doc. No. _ ___; PTR No. 050183/BaguioCity/01-11-12Page No. _____; Roll of Atty. No. 12345Book No. I ; IBP Lifetime Membership No.9031984 Series of 2012. Baguio-Benguet


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Branch 6Baguio City

IN RE: PETITION FOR SUSPENSIONOF PAYMENTS Insolvency proceedings

Case No.: _____

JANILET CARILLO,Petitioner.x--------------------------------------x

PETITION

Petitioner, through counsel, and unto this Honorable Court,respectfully alleges:

1. That he is a merchant, resident, and engaged in the business ofmanufacturing for the last 5 years, in Baguio City within the jurisdiction

of this Court;

2. That while he possesses sufficient property to cover all his debts, henevertheless, foresees the impossibility of meeting them when theyrespectively fall due;

3. That the reason for this impossibility is that other creditors andbanks will be paid by the petitioner.

4. That attached hereto and made integral parts hereof are:

SCHEDULE A which contains a full and true statement of all hisdebts and liabilities, together with a list of those to whom saiddebts and liabilities are due; and

INVENTORY B which contains an accurate description of all hisreal and personal property, estate, and effects, and creditors in hisfavor;


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5. That he requests the following proposed agreement of creditors:a. to pay the creditors on or before December 1, 2012b. to pay the creditors the total amount of the principal with

legal interest.

c. to make statements that other creditors are paid

WHEREFORE, petitioner prays of this Honorable Court that he bedeclared in the state of suspension of payments; that a meeting of creditorsmentioned in SCHEDULE A be called for the purpose of approving the saidproposed agreement, and to ender such orders as may be necessary in theseproceedings.



Notary PublicUntil December 31, 2012PTR No. 050183/Baguio

City/01-11-12; Roll of Atty. No. 012345

IBP Lifetime Membership No.9031984

Baguio-Benguet

REPUBLIC OF THE PHILIPPINES )

CITY OF BAGUIO ) S.S.


I,JANILET CARILLO, of legal age, Filipino citizen and a resident of No.34 Upper Pinget, Baguio City, after being duly sworn in accordance with law,hereby depose and state:

1. That I am the petitioner in the above-entitled case;

2. That I have caused the preparation of thepetition for suspension ofpayments;

3. That I have read the material and relevant allegations thereincontained are true and correct of my personal knowledge and authenticdocuments;

4. That I hereby certify that I have not heretofore commenced anyaction or filed any claim involving the same issues before any other court,tribunal or quasi-judicial agency;

5. That to the best of my knowledge, there is no such pending actionor claim, and that if I should hereafter learn that the same or similar actionor claim has been filed or is pending, I shall report such fact within five (5)days therefrom to the Honorable Court.

IN WITNESS WHEREOF, I have hereunto affixed my signature this 2nd

day of March 2012, in the City of Baguio, Philippines.


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JANILET CARILLOAffiant


day of March 2012 by JANILET CARILLO, who is personally known to me,and who is the same person who personally signed before me the foregoingaffidavit and acknowledged that he executed the same.

ART MIGUEL B. SANLAO Notary PublicUntil December 31, 2012

Doc. No. _ ___; PTR No. 050183/BaguioCity/01-11-12Page No. _____; Roll of Atty. No. 12345Book No. I ; IBP Lifetime Membership No.9031984 Series of 2012. Baguio-Benguet


Branch 6Baguio City

IN RE: PETITION FOR VOLUNTARYINSOLVENCY

Insolvencyproceedings CaseNo.: _____

VIRGEL AMOR VALLEJOS,Petitioner.

x--------------------------------------x

PETITION

Petitioner, through counsel, and unto this Honorable Court,respectfully alleges:

1. That he is a merchant, resident, and engaged in the business ofmanufacturing and has his principal place of business in Baguio City forthe last 5 years, within the jurisdiction of this Court;

2. That he owes debts amounting to FIFTY THOUSAND PESOS which heis unable to pay in full;


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3. That he is willing to surrender all his property and effects notexempt from execution for the benefit of his creditors;

4. That attached hereto and made integral parts hereof are:

SCHEDULE A which contains a full and true statement of all hisdebts and liabilities, together with a list of those to whom saiddebts and liabilities are due; and

INVENTORY B which contains an accurate description of all hisreal and personal property, estate, and effects, and creditors in hisfavor.

WHEREFORE, petitioner prays of this Honorable Court that he bedeclared in the state of voluntary insolvency and to enter such orders as

may be necessary in these proceedings.


ART MIGUEL B. SANLAO Notary Public

Until December 31, 2012; PTR No. 050183/BaguioCity/01-11-12

Roll of Atty. No. 12345


Baguio-Benguet

REPUBLIC OF THE PHILIPPINES )CITY OF BAGUIO ) S.S.


I, VIRGEL AMOR VALLEJOS, of legal age, Filipino citizen and aresident of No. 88 Upper Crystal Cave, Baguio City, after being duly sworn inaccordance with law, hereby depose and state:


2. That I have caused the preparation of the petition for voluntaryinsolvency;

3. That I have read the material and relevant allegations therein

contained are true and correct of my personal knowledge and authenticdocuments;

4. That I hereby certify that I have not heretofore commenced anyaction or filed any claim involving the same issues before any other court,tribunal or quasi-judicial agency;


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5. That to the best of my knowledge, there is no such pending actionor claim, and that if I should hereafter learn that the same or similar actionor claim has been filed or is pending, I shall report such fact within five (5)days therefrom to the Honorable Court.

IN WITNESS WHEREOF, I have hereunto affixed my signature this 5th

day of March 2012, in the City of Baguio, Philippines.

VIRGEL AMOR VALLEJOSAffiant


day of March 2012 by VIRGEL AMOR VALLEJOS, who is personally knownto me, and who is the same person who personally signed before me theforegoing affidavit and acknowledged that he executed the same.



Republic of the Philippines

REGIONAL TRIAL COURT

First Judicial Region

Branch 6

Baguio City

SAMANTHA M. DELROY,

Plaintiff.

- versus-

Civil Case No.123

For: Conveyance ofTitle Obtained in Breach

of Trust


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ALFER L. MAXIMO

Defendant.

x-----------------------------------------x

COMPLAINT

Plaintiff, through counsel, respectfully alleges unto this Honorable Court:

1. That both plaintiff and the defendant are of legal age, and residents of Baguio City;

2. That the plaintiff is the legitimate heir ofSILVIA M. DELROYwho died in Baguio

City on January 3, 2011;

3. That the defendant, prior to the death of said SILVIA M. DELROY, had been in

charge of a certain parcel of land situated along Ambiong Road, Aurora Hill, Baguio

City, belonging to the deceased, and which was then unregistered.

4. That upon the death of the decedent, the defendant continued to take charge andadminister the above-said property for the interest and benefit of the heirs of the

deceased who were then in Manila to pursue their college education;

5. That on March 12, 2012, upon arriving home from Manila, the plaintiff learned that the

defendant, through fraud and misrepresentation, and in breach of trust and without the

knowledge of the heirs of the deceased, succeeded in registering said property in his

own (defendant) name, to the exclusion of the plaintiff and the other heirs of the trueowner thereof;

6. That the said parcel of land is now covered by Original Certificate of Title No. R-

62869in the defendants nameand more particularly described as follows, to wit:

TRANSFER CERTIFICATE OF TITLE

TECHNICAL DESCRIPTION

A parcel of Land (Lot 5, Blk. 11, Psd-1-014521, being a portion of Lot

19, II-11894, L.R.C. Rec. No. 88), situated in Aurora Hill, City ofBaguio, Island of Luzon. Bounded on the SE., along line 6-1-2 by Lot

4, Blk. 11, on the SW., along line 2-3 by Alley Lot 5, on the NW., along

line 3-4 by Lot 5, Blk. 11, on the NE., along line 4-5-6 by Drainage ILot 6, all of the Psd-1-014521. Beginning at a point marked 1 of

Lot 5 Blk. 11, on plan being S. 4 deg. 13W., 797.98 m. from B.L. No.

7, Baguio Townsite, thence:

S. 86 deg. 16W., 5.40 m. to point 2;

N. 51 deg. 24W., 2.98 m. to point 3;

N. 3 deg. 44W., 9.70 m. to point 4;

S. 83 deg. 29E., 4.48 m. to point 5;

S. 51 deg. 08E., 11.06 m. to point 6;S. 51 deg. 41W., 6.02 m. to point of

beginning,

containing an area of ONE HUNDRED FIFTY (150) SQUARE

METERS, more or less.

7. That no rights of innocent purchasers for value have as yet intervened which would bar

an action for conveyance in this case.


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WHEREFORE, it is respectfully prayed, that the defendant be ordered TO

CONVEY the title he has fraudulently obtained on the land in question and TO TRANSFER thesame to the plaintiff and the other legal heirs of the deceased with damages and costs.

Other reliefs just and equitable under the premises are likewise prayed for.

Baguio City, Philippines, this 6th day of March, 2012.


Counsel for PetitionerPTR No. 1874586/Baguio City/January 11, 2012

Roll of Attorney No. 12345

IBP Lifetime No. 601414; Baguio CityMCLE Compliance No. 28894

Baguio-Benguet

REPUBLIC OF THE PHILIPPINES }

DONE: IN THE CITY OF BAGUIO } S.S.

x--------------------------------------------x

VERIFICATION AND CERTIFICATION

AGAINST FORUM SHOPPING

I, SAMANTHA M. DELROY, of legal age, Filipino citizen and a resident of No. 30

Brookspoint, Aurora Hill, Baguio City, after being duly sworn in accordance with law, hereby

depose and state:


2. That I have caused the preparation of the petition for the conveyance of title obtainedin breach of trust;

3. That I have read the materialand relevant allegations contained therein, and that the

same are true and correct of my personal knowledge and authentic documents;

4. That I hereby certify that I have not heretofore commenced any action or filed any

claim involving the same issues before any other court, tribunal or quasi-judicial agency;

5. That to the best of my knowledge, there is no such pending action or claim, and that if

I should hereafter learn that the same or similar action or claim has been filed or is pending, Ishall report such fact within five (5) days therefrom to the Honorable Court.

IN WITNESS WHEREOF, I have hereunto affixed my signature this 12thday of March

2012, in the City of Baguio, Philippines.

SAMANTHA M. DELROY

Affiant

SUBSCRIBED AND SWORNto before me in the City of Baguio this 12 th day of March2012 bySAMANTHA M. DELROY,who exhibited to me his Non-Professional DriversLicense No. AO1-09-091987which expires on September 19, 2014 as competent proof of his

identity, and who is the same person who personally signed before me the foregoing affidavit.


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Counsel for PetitionerPTR No. 1874586/Baguio City/January 11, 2012


IBP Lifetime No. 601414; Baguio City

MCLE Compliance No. 28894Baguio-Benguet

Doc. No.__;

Page No. _;Book No. I_;

Series of 2012

The Commissioner of

Land Registration Authority

APPLICATION FOR REGISTRATION OF LAND

Sir/Madam:


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I, CECIL JAMES, of legal age, single, Filipino, and a resident of 01 # 12 Aurora

Hill,Baguio City hereby apply to have the land hereafter described brought under the operationof the Land Registration Act, and to have my title therein registered and confirmed. And I

declare:

1. That I am the owner in fee simple of a certain parcel of land thereon situated in

Benguet, and more particularly described as follows, to wit:

A parcel of land (Lot 2735-D of subdivision plan (LRA) Psd-

377547, approved as a non-subdivision project, being a portion of

Lot 2735, Cad-656-D, Case 6, Tuba Cadastre; L.R.C. Record No.

Free Pat., situated in the Barrio of Taloy Sur, Municipality ofTuba, Province of Benguet, Island of Luzon. Bounded on the N.,

points 3 to 5 by Lot 2735-H; on the NE., points 5 to 6 by Lot 2735-

F; on the NE., and N., points 7 to 8 by Lot 2735-E all of the

subdivision plan; on the NE., points 8 to 9 by the Marcos Highway(30.00 m. wide); on the SE., & SW., points 9 to 12 & 12 to 1 by Lot

2735-B; on the SE., points 1 to 2 by Lot 2735-C both of thesubdivision plan; and on the SW., points 2 to 3 by Lot Marcos

Highway (30.00m. wide). Beginning at a point marked 1 on

plan, being S. 71 deg. 49W., 4606.77 m. from BLLM #1-A, Tuba

Cadastre; then S. 84 deg. 54W., 26.41 m. to point 2; then N. 18deg. 14W., 37.17 m. to point 3; then N. 85 deg. 01E., 9.90 m. to

point 4; then S. 85 deg. 49E., 36.61 m. to point 5; thence S. 21

deg. 18E., 12.00 m. to point 6; thence S. 21 deg. 18E., 14.51 m.to point 7; thence N. 79 deg. 52E., 21.35 m. to point 8; thence S. 9

deg. 24E., 3.82 m. to point 9; thence S. 68 deg. 56W., 15.67 m. to

point 10; thence S. 75 deg. 54W., 6.98 m. to point 11, thence N.22 deg. 31W., 2.66 m. to point 12; thence S. 84 deg. 51W., 17.37

m. to point of beginning; containing an area of ONE THOUSAND

SIX HUNDRED SIXTY THREE (1,663) SQUARE METERS, moreor less. All points referred to are indicated on the plan and are

marked on the ground by P.S. Cyl. Conc. Mons. 15X60 cm.

Bearings true; date of Original Survey, June 1-Oct. 5, 1983, and

that of the subdivision survey, executed by Apolonio A. Walsiyen,Jr., Geodetic Engineer, on April 14-15, 2003.; copy of the TCT

No. T-54268 is attached as Annex A.

2. That said land at the last assessment for taxation was assessed at Two Hundred

Fifty Thousand Pesos (P 250,000.00) ;

3. That I do not know of any mortgage or encumbrances affecting said land, or

that any other person has any estate or interest therein, legal or equitable

possession, remainder, reversion, or expectancy;

4. That I obtained title on said property by a Deed of Sale executed by Larry

Garfunkel on January 5, 2011 in Baguio City;

5. That said land is unoccupied;

6. That the names and addresses so far as known to me of the owners of all lands

adjoining the above property are as follows:


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Cristina Segnaben 153 Tuba, Benguet

Agustin Pisilen 159 Tuba, Benguet

Dominador Valmonte 152 Tuba, Benguet

7. This application is accompanied by the following documents:

Schedule of Documents

a) The Original or tracing plan, together with a blue print copy thereof;

b) The technical description of the land ( in duplicate); and

c) The surveyor's report of survey, or surveyor's certificate ( in duplicate).

DONE this 12th day ofMarch 2012 at Baguio City, Philippines.

CECIL JAMES

Affiant

TIN 299-143-768

SUBSCRIBED AND SWORN to before me this 12th day of March 2012 at Baguio

City, Philippines.


Doc. No. _ ___; PTR No. 050183/BaguioCity/01-11-12

Page No. _____; Roll of Atty. No. 12345Book No. I ; IBP Lifetime Membership No.9031984 Series of 2012. Baguio-Benguet

REPUBLIC OF THE PHILIPPINES

Department of Transportation and CommunicationLand Transportation and Franchising Regulation Board

East Avenue, Quezon City

In the Matter of the Application of Philippine


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Victory-Saulog Liner Inc. (PVSLI) for a Certificate of

Public Convenience and Necessity to Transport

Passengers And Freight from Baguio to Cubao, vice versa.

LTFRB Case No. 123-A

Philippine Victory-Saulog Liner Inc. (PVSLI),

Applicant.

x---------------------------------------------------x

APPLICATION

Comes now, Philippine Victory-Saulog Liner Inc. (PVSLI), applicant, through the

undersigned counsel and unto this Honorable Board, most respectfully state that:

1. PVSLI is a corporation duly organized and existing under and by virtue of the laws of the

Philippines, with principal office at Bro. Raymond Jeffrey Road, Cubao, Quezon City

where it may be served with summons and other legal processes, represented by its

President, Ralph B. Jose, of legal age, Filipino, married and with office address also at

Bro. Raymond Jeffrey Road, Cubao, Quezon City;

2. As early as August 2009, PVSLI submitted its intent to apply for Certificate of Public

Convenience and Necessity before the LTFRB. A copy of said letter is attached hererto

as Annex A.;

3. Applicant respectfully requests the Land Transportation and Franchising Regulation

Board to grant a certificate of public convenience and necessity to Applicant to Transport

Passengers And Freight from Baguio to Manila, vice versa. Accordingly the Applicant

submits the following documents in accordance with Commonwealth Act No. 146 also

known as Public Service Act, as amended:


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Annex B: A brief description of applicants history of providing the requested transport

service in order to demonstrate its managerial experience. The history shall include a list

of the geographic areas in which Applicant has previously provided service and/or is

currently providing service.

Annex C: A description of applicants experience in providing transportation

services, in order to demonstrate its technical abilities.

Annex D: A list of all other regions where:

a) Applicant is authorized to operate;

b) Authorization to operate is pending;

c) A request for authorization has been denied;

d) Authorization has been revoked.

Annex E: The text of the Public Notice to be published once a week for two

consecutive weeks in newspapers of general circulation in the provinces where service

will be provided.

4. In view of the foregoing, Philippine Victory-Saulog Liner Inc. (PVSLI) will ensure that

the passengers and owners of freight will experience quality services taking into

consideration the highest degree of safety which should be accorded to the latter.

P R A Y E R

WHEREFORE, premises considered, PVSLI respectfully prays that the Honorable Board

issue an order granting the request of said applicant with respect to said certificate of public

convenience and necessity.

Other reliefs and equitable under the premises are likewise prayed for.


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Baguio city, Philippines, March 9, 2012.

ATTY. LEBRON U. BUWAYA

Counsel for the Applicant

Unit 23, 3/F Porta Vaga Building,Session Road, Baguio City

Roll of Attorneys No. 11111

MCLE Compliance No. II-99990PTR No. 1233444;1/4/10; Baguio City

IBP No. 122338; 1/14/10; Baguio City

VERIFICATION AND CERTIFICATION OF NON-FORUM

SHOPPING

I, RALPH B. JOSE, of legal age, Filipino and with office at Bro. Raymond Jeffrey Road,

Cubao, Quezon City, after having been duly sworn in accordance with law, depose and state

that:

1. He is the President of the Philippine Victory-Saulog Liner Inc. (PVSLI), who had caused

the preparation of said application;

2. The allegations set forth therein are true and correct based on his own personal

knowledge and/or authentic records of PVSLI;

3. PVSLI have not commenced any other action or proceeding involving the same issues in

the Supreme Court, the Court of Appeals, or any other tribunal or agency; to the best of

their knowledge and belief, no such action or proceeding is pending in the Supreme

Court, the Court of Appeals, or any other tribunal or agency which involve issues that

may somehow be related to those in this Application and that if they should thereafter

learn that a similar action or proceeding has been filed or is pending before the Supreme

Court, the Court of Appeals, or any other tribunal or agency, I undertake to report that

fact within five (5) days therefrom to this Honorable Board.

RAFAEL B. JOSE

Affiant

SUBSCRIBED AND SWORN TO BEFORE ME to before me this 9th day of March,

2012 atBaguio City, Philippines, affiant appearing before me and who signed the foregoing

document in my presence and whom I have identified through his SSS ID with number 01-


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0132579-4 to be the same person who executed the foregoing document and swore that he

understood the contents thereof and that the same is his free and voluntary act and deed.



Republic of the Philippines

LAND TRANSPORTATION FRANCHISING AND REGULATORY BOARDDOTC-CAR

Baguio City

JOE PAY,

Petitioner


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xxx----------------------------xxx

PETITION FOR APPROVAL OF

SALE OF PROPERTY OF PUBLIC SERVICE

Petition, thru counsel, and unto this Honorable Board, respectfully represents:

1. That the Petitioner JOE PAY, is the owner of five (5) vans, particularly described as

follows:

Make: Toyata

Model: Hi-Ace

Year: 2005

2. Said vans are actually being used in connection with its transportation business

pursuant to the authority granted to it by this Honorable Board;

3. Petitioner intends to sell said described vans and to buy new ones to be used in the

same line, and to this end, she has agreed to sell the same to RESBAK VELOSO of 86

Quisumbing St., Baguio City, for the agreed sum of THREE MILLION (3, 000, 000) PESOS. A

copy of the proposed deed of sale being hereunto attached and made an integral part of this

petition as Annex A;

4. That this sale will not be detrimental to the public interest;

WHEREFORE, upon prior notice and hearing, it is respectfully prayed that the proposed

deed of sale be approved and that the sale be deemed consummated as of May 11, 2012.

Baguio City, this 12th day of March 2012.


Counsel for Petitioner

PTR No. 1874586/Baguio City/January 11, 2012


IBP Lifetime No. 601414; Baguio CityMCLE Compliance No. 28894

Baguio-Benguet

BY LAWS

NonStock CorporationOF

JAMBOREE, INC.

Article 1

Meetings


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Section 1. Annual Meetings- The Annual meetings of the membersshall be held at the principal office of the association on theApril 11 of each year.

Section 2. Monthly/Special Meetings - Monthly/Special meetings

of the members shall be called every end of the month by thepresident of the association. During such meetings, thePresident shall render his monthly report to the membersregarding the activities of the association.

Special meetings may be called as the need thereof arises, bythe Board of Trustees or the President or upon petition of 1/3of the general membership.

Section 3. Notices - Notices of the date, time and place ofannual, monthly and special meetings of the members shall begiven either personally or by special delivery mail, at leastone week before the date set for such meeting. In urgent cases,the notice may be communicated at least two days before themeeting personally or by telephone, or by telegram, if contactis not possible. The notice of every special meeting shall statebriefly the purpose or purposes of the meeting. No otherbusiness shall be considered at such meeting, except with theconsent of all the members present thereat.

Section 4.Waiver of Notice - Notice of meeting may be waivedverbally by any member attending it.

Section 5.Quorum- A quorum for any meeting of the members shallconsist of a majority of the members and a majority of suchquorum may decide any question at the meeting, except thosematters where the Corporation Code requires the affirmative voteof a greater proportion.

Section 6.Order of Business - The order of business at theannual meeting of the members shall be as follows:

Proof of service of the required notice of the meeting, exceptwhen such notice is waived by the members constituting a quorum.

Proof of the presence of a quorum.

Reading and approval of the minutes of the previous annualmeeting, except when such reading is dispensed with by amajority vote of those present.

Unfinished business.

Report of the President.

Election of the Trustees for the ensuing year.

Other matters.

The order of business at any meeting may be changed by a vote ofa majority of the members present.


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Section 7. Voting Proxy - Members shall be entitled to one vote,and they may vote either in person or by proxy, which shall bein writing and filed with the Secretary of the Associationbefore the scheduled meeting.

ARTICLE II

Trustees

Section 1. Board of Trustees - The corporate powers of theassociation shall be exercised, its business conducted and itsproperty controlled by the Board of Trustees.

Section 2.Qualifications - No members shall be eligible forelection to the Board of Trustees unless he has the followingqualifications:

He is not delinquent in the payment of his regular and monthlydues;

He always adheres to the rules and regulations imposed by theAssociation;

He regularly attends the meetings of the Association;

He actively participates in the projects and activities of theAssociation.

Section 3. Disqualification of Directors, Trustees or Officers -No member convicted by final judgment of an offense punishableby imprisonment for a period exceeding six (6) years, or aviolation of this code, committed within five (5) years prior tothe date of his election or appointment, shall qualify as atrustee or officer.

ARTICLE III

Officers

Section 1. Officers - The officers of the association shall be aPresident, a Vice-President, a Secretary, a Treasurer and anAuditor. They shall be elected by the Board of Trustees fromamong themselves. The Board may combine compatible offices in asingle person.

Section 2. Term of Office of Officers - All officers of theassociation shall hold office for one year and until theirsuccessors are duly elected and qualified.

ARTICLE IV

Functions and Powers of Officers

Section 1.President - The President shall be the Chief ExecutiveOfficer of the association.In addition to duties as such, heshall preside in all meetings of the Board of Trustees and thoseof the members of the association./p>


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He shall execute all resolutions and/or decisions of the Boardof Trustees. He shall be charged with directing and overseeingthe activities of the association. He shall appoint and havecontrol over all employees of the association, review andapprove expense vouchers. Together with the Secretary of the

association, he shall present to the Board of Trustees and themembers an annual budget and, from time to time as may benecessary, supplemental budgets. He shall submit to the Board assoon as possible after the close of each fiscal year, and to themembers of each annual meeting, a complete report of theactivities and operations of the association for the fiscal yearunder his term.

Section 2. Vice-President - The Vice President, if qualified,shall exercise all powers and perform all duties of thePresident during the absence or incapacity of the latter andshall perform duties that maybe assigned by the board ofdirectors.

Section 3.Secretary - The Secretary shall give all the noticesrequired by the by-laws and keep the minutes of all meeting ofthe members and of the Board of Trustees and of all meetings ofall committees, in a book kept for the purpose.He shall keep theseal of the association and affix such seal to any paper orinstrument requiring the same.He shall have custody of thecorrespondence files and all other papers that are to be kept bythe Treasurer. He shall maintain the members' register, havecharged of the bulletin board at the principal office of the

association. He shall also perform all such other duties andwork as the Board of Trustees may from time to time assign tohim.

Section 4. Treasurer - The Treasurer shall have charge of thefunds, receipt and disbursements of the association.He shallkeep all moneys and other valuables of the association in suchbank or banks as the Board of Trustees may designate.He shallkeep and have charge of the books of accounts which shall beopen to inspection by any member of the Board of Trusteeswhenever required, an account of financial condition of the

association and of all transactions made by him as Treasurer. Heshall also perform such other duties and functions as may beassigned to him from time to time by the Board of Trustees.Heshall post a bond in such amount as may be fixed by the Board ofTrustees.

Section 5. Auditor - He shall examine financial records andaudit money. He shall also perform other functions as may beprovided for by the Board of Trustees.

ARTICLE V

Members

Section 1. Qualifications for Membership - The board shalldetermine the qualifications of an applicant for membership.

Section 2. Rights of Members - A member shall have the followingrights:


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To exercise the rights to vote on all matter relating to theaffairs of the association;

To be eligible to any elective for appointive office of theassociation;

To participate in all deliberations/meetings of the association;

To avail of all the facilities of the association;

To examine all the records or books of the association duringbusiness hours.

Section 3. Duties and Responsibilities of the Members - A membershall have

the following duties and responsibilities;

To obey and comply with the by-laws, rules and regulations thatmay be promulgated by the association from time to time;

To attend all meetings that may be called by the Board ofTrustees;

To pay membership dues and other assessments of the association.

ARTICLE VI

Suspension, Expulsion and Termination of Membership

Suspension, expulsion and termination of membership, shall be inaccordance with the rules and regulations of the association.

Any member of the association may file charges against a memberby filing a written complaint with the Secretary of theassociation.The Board of Trustees shall call a special meetingof the members to consider the charges.The affirmative vote of1/3 of all the members of the association shall be necessary tosuspend a member;Provided that where the penalty is expulsion,

the affirmative vote of 2/3 of all the members shall benecessary to expel a member.

ARTICLE VII

Fund

Section 1.Funds - The funds of the association shall be derivedfrom admission fees, annual dues and special assessments ofmembers, gifts, donations or benefits.

Section 2.Fees and Dues - every member of the association shall,in addition to the membership fee, pay dues and/or assessmentsthat may be imposed by the association from time to time.

Section 3. Disbursements - Withdrawal from the funds of theassociation, whether by check or any other instrument shall be


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signed by the Treasurer and countersigned by the President.Ifnecessary, the Board of Trustees may designate other signatories.

Section 4. Fiscal Year - The fiscal year of the associationshall be from January 1st to December 31st of each year.

ARTICLE VIII

Corporate Seal

Section 1. Form - The corporate seal of the association shall bein such form and design as may be determined by the Board.

ARTICLE IX

Amendments of the By-Laws

Section 1. Amendments - These by-laws, or any provision thereof,may be amended or repealed by a majority vote of the members andby a majority vote of the Trustees at any regular or specialmeeting duly held for the purpose.

Adopted this 12th day of March 2012 in the City of Baguio,Philippines, by the affirmative vote of the undersigned membersrepresenting a majority of the members of the association in aspecial meeting duly held for the purpose.

SIGNED BY THE MEMBERS OF THE NONE STOCK CORPORATIONS:

AMAR VALLEJOS AMER VALLEJOS AMIR VALLEJOSCTC No. 09031983 CTC No. 09031984 CTC No.

09031985Issued on 01/29/2012 Issued on 01/29/2012 Issued on 01/29/2012Issued at Baguio City Issued at Baguio City Issued at Baguio

City

AMOR VALLEJOS AMUR VALLEJOS EMOR VALLEJOSCTC No. 09031983 CTC No. 09031984 CTC No.


City

SUBSCRIBED AND SWORN to before me in the City of Baguio this 5th dayof March 2012 by, Amar Vallejos, Amer Vallejos, Amir Vallejos, Amor Vallejos,Amur Vallejos, and Emor Vallejoswho have exhibited to me their respectiveidentification documents as appearing below their names and signatures andwho are the same persons who personally signed before me the foregoing bylaws and acknowledged that they executed the same.


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BY-LAWS

Stock Corporation

OF

NABUHAY, Inc.


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ARTICLE I

SUBSCRIPTION, ISSUANCE AND TRANSFER OF SHARES

Section 1. Subscriptions - Subscribers to the capital stock of

the corporation shall pay to the corporation the subscriptionvalue or price of the stock in accordance with the terms andconditions prescribed by the Board of Directors. Unpaidsubscriptions shall not earn interest unless determined by theBoard of Directors.

Section 2. Certificate - Each stockholder shall be entitled toone or more certificates for such fully paid stock subscriptionin his name in the books of the corporation. The certificatesshall contain the matters required by law and the Articles ofIncorporation. They shall be in such form and design as may bedetermined by the Board of Directors and numbered consecutively.The certificates, which must be issued in consecutive order,shall bear the signature of the President, mutuallycountersigned by the Secretary or Assistant Secretary, andsealed with the corporate seal.

Section 3. Transfer of Shares - Subject to the restrictions,terms and conditions contained in the Articles of Incorporation,shares may be transferred, sold, ceded, assigned or pledged bydelivery of the certificates duly endorsed by the stockholder,his attorney-in-fact, or other legally authorized person. Thetransfer shall be valid and binding on the corporation only upon

record thereof in the books of the corporation, cancellation ofthe certificate surrendered to the Secretary, and issuance of anew certificate to the transferee.

No shares of stock against which the corporation holds unpaidclaim shall be transferable in the books of the corporation.

All certificates surrendered for transfer shall be stamped"Canceled"on the face thereof, together with the date ofcancellation, and attached to the corresponding stub with thecertificate book.

Section 4. Lost Certificates - In case any certificate for thecapital stock of the corporation is lost, stolen, or destroyed,a new certificate may be issued in lieu thereof in accordancewith the procedure prescribed under Section 73 of theCorporation Code

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. Regular Meetings - The regular meetings ofstockholders, for the purpose of electing directors and for thetransaction of such business as may properly come before themeeting, shall be held at the principal office on the 11TH DAY OFMARCH of each year, if a legal holiday, then on the followingday.


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Section 2. Special Meeting - The special meetings ofstockholders, for any purpose or purposes, may at any time becalled by any of the following: (a) Board of Directors, at itsown instance, or at the written request of stockholdersrepresenting a majority of the outstanding capital stock, (b)

President.

Section 3. Place of Meeting - Stockholders' meetings, whetherregular or special, shall be held in the principal office of thecorporation or at any place designated by the Board of Directorsin the city or municipality where the principal office of thecorporation is located.

Section 4. Notice of Meeting - Notices for regular or specialmeetings of stockholders may be sent by the Secretary bypersonal delivery or by mail at least two (2) weeks prior to thedate of the meeting to each stockholder of record at his lastknown post office address or by publication in a newspaper ofgeneral circulation. The notice shall state the place, date andhour of the meeting, and the purpose or purposes for which themeeting is called. In case of special meetings, only mattersstated in the notice can be subject of motions or deliberationsat such meeting.

When the meeting of stockholders is adjourned to another time orplace, it shall not be necessary to give any notice of theadjourned meeting if the time and place to which the meeting isadjourned are announced at the meeting at which the adjournment

is taken. At the reconvened meeting, any business may betransacted that might have been transacted on the original dateof the meeting.

Section 5. Quorum - Unless otherwise provided by law, in allregular or special meeting of stockholders, a majority of theoutstanding capital stock must be present or represented inorder to constitute a quorum. If no quorum is constituted, themeeting shall be adjourned until the requisite amount of stockshall be present.

Section 6. Conduct of Meeting - Meeting of the stockholdersshall be presided over by the Chairman of the Board, or in hisabsence, the President, or if none of the foregoing is in officeand present and acting, by a chairman to be chosen by thestockholders. The Secretary shall act as Secretary of everymeeting, but if not present, the chairman of the meeting shallappoint a secretary of the meeting. The chairman of the meetingmay adjourn the meeting from time to time, without notice otherthan announced at the meeting.

Section 7. Manner of Voting - At all meetings of stockholders, a

stockholder may vote in person or by proxy executed in writingby the stockholder or his duly authorized attorney-in-fact.Unless otherwise provided in the proxy, it shall be valid onlyfor the meeting at which it has been presented to the Secretary.

All proxies must be in the hands of the Secretary before thetime set for the meeting. Such proxies filed with the Secretarymay be revoked by the stockholders either in an instrument in


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writing duly presented and recorded with the Secretary prior toa scheduled meeting or by their personal presence at the meeting.

Section 8. Closing of Transfer Books of Fixing of Record Date -For the purpose of determining the stockholders entitled to

notice of, or to vote at, any meeting of stockholders or anyadjournment thereof or to receive payment of any dividend, or ofmaking a determination of stockholders for any proper purpose,the Board of Directors may provide that the stock and transferbooks be closed for a stated period, but not to exceed, in anycase, twenty (20) days. If the stock and transfer books beclosed for the purpose of determining stockholders entitled tonotice of, or to vote at, a meeting of stockholders, such booksshall be closed for at least ten (10) working days immediatelypreceding such meeting. In lieu of closing the stock andtransfer books, the Board of Directors may fix in advance a dateas the record date which shall in no case be more than twenty(20) days prior to the date on which the particular actionrequiring such determination of stockholders is to be taken,except in instance where applicable rules and regulationsprovided otherwise.

ARTICLE III

BOARD OF DIRECTORS

Section 1. Powers of the Board - Unless otherwise provided bylaw, the corporate powers of the corporation shall be exercised,

all business conducted and all property of the corporationcontrolled and held by the Board of Directors to be elected byand from among the stockholders. Without prejudice to suchgeneral powers and such other powers as may be granted by law,the Board of Directors shall have the following express powers:

a) From time to time, to make and change rules and regulationsnot inconsistent with these by-laws for the management of thecorporation's business and affairs;

b) To purchase, receive, take or otherwise acquire in any lawful

manner, for and in the name of the corporation, any and allproperties, rights, interest or privileges, including securitiesand bonds of other corporations, as the transaction of thebusiness of the corporation may reasonably or necessarilyrequire, for such consideration and upon such terms andconditions as the Board may deem proper or convenient;

c) To invest the funds of the corporation in another corporationor business or for any other purposes other than those for whichthe corporation was organized, whenever in the judgment of theBoard of Directors the interests of the corporation would

thereby be promoted, subject to such stockholders' approval asmay be required by law;

d) To incur such indebtedness as the Board may deem necessaryand, for such purpose, to make and issue evidence of suchindebtedness including, without limitation, notes, deeds oftrust, instruments, bonds, debentures, or securities, subject tosuch stockholders' approval as may be required by law, and/or


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pledge, mortgage, or otherwise encumber all or part of theproperties and rights of the corporation; provided that theborrowing shall be sourced from not more than nineteen (19)lenders;

e) To guarantee and secure payment of, for and in behalf of theobligations of other corporations or entities in which it haslawful interest;

f) To make provisions for the discharge of the obligations ofthe corporation as they mature, including payment for anyproperty, or in stocks, bonds, debentures, or other securitiesof the corporation lawfully issued for the purpose;

g) To sell, lease, exchange, assign, transfer or otherwisedispose of any property, real or personal, belonging to thecorporation whenever in the Board's judgment, the corporation'sinterest would thereby be promoted;

h) To establish pension, retirement, bonus, profit- sharing, orother types of incentives or compensation plans for theemployees, including officers and directors of the corporationand to determine the persons to participate in any such plansand the amount of their respective participation;

i) To prosecute, maintain, defend, compromise or abandon anylawsuit in which the corporation or its officers are eitherplaintiffs or defendants in connection with the business of the

corporation, and likewise, to grant installments for thepayments or settlement of whatsoever debts are payable to thecorporation;

j) To delegate, from time to time, any of the powers of theBoard which may lawfully be delegated in the course of thecurrent business or businesses of the corporation to anystanding or special committee or to any officer or agent and toappoint any persons to be agents of the corporation with suchpowers (including the power to sub-delegate), and upon suchterms, as may be deemed fit;

k) To implement these by-laws and to act on any matter notcovered by these by-laws provided such matter does not requirethe approval or consent of the stockholders under any existinglaw, rules or regulation.

Section 2. Election and Term - The Board of Directors shall beelected during each regular meeting of stockholders and shallhold office for one (1) year and until their successors areelected and qualified.

Section 3. Vacancies - Any vacancy occurring in the Board ofDirectors other than by removal by the stockholders or byexpiration of term, may be filled by the vote of at least amajority of the remaining directors, if still constituting aquorum; otherwise, the vacancy must be filled by thestockholders at a regular or at any special meeting ofstockholders called for the purpose. A director so elected to


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fill a vacancy shall be elected only for the unexpired term ofhis predecessor in office.

Any directorship to be filled by reason of an increase in thenumber of directors shall be filled only by an election at a

regular or at a special meeting of stockholders duly called forthe purpose, or in the same meeting authorizing the increase ofdirectors if so stated in the notice of the meeting.

The vacancy resulting from the removal of a director by thestockholders in the manner provided by law may be filed byelection at the same meeting of stockholders without furthernotice, or at any regular or at any special meeting ofstockholders called for the purpose, after giving notice asprescribed in this by-laws.

Section 4. Meetings - Regular meetings of the Board of Directorsshall be held once every quarter of the year on such dates andat such times and places as the Chairman of the Board, or in hisabsence, the President, or upon the request of a majority of thedirectors and shall be held at such places as may be designatedin the notice.

Section 5. Notice - Notice of the regular or special meeting ofthe Board specifying the date, time and place of the meeting,shall be communicated by the Secretary to each directorpersonally, or by telephone, telex, telegram, facsimile or bywritten or oral message. A director may waive this requirement,

either expressly or impliedly.

Section 6. Quorum - A majority of the number of directors asfixed in the Articles of Incorporation shall constitute a quorumfor the transaction of corporate business and every decision ofat least a majority of the directors present at a meeting atwhich there is a quorum shall be valid as a corporate act,except for the election of officers which shall require the voteof a majority of all the members of the Board.

Section 7. Conduct of the Meetings - Meetings of the Board of

Directors shall be presided over by the Chairman of the Board,or in his absence, the President or if none of the foregoing isin office and present and a?ting, by any other director chosenby the Board. The Secre4ary shall act as secretary of everymeeting, if not present, the Chairman of the meeting shallappoint a secretary of the meeting.

Section 8. Compensation - By resolution of the Board, eachdirector shall receive a reasonable per diem allowance for theattendance at each meeting of the Board. As compensation, theBoard shall receive and allocate an amount of not more than ten

percent (10%) of the net income before income tax of thecorporation during the preceding year. Such compensation shallbe determined and apportioned among the directors in such manneras the Board may deem proper, subject to the approval ofstockholders representing at least a majority of the outstandingcapital stock at a regular or special meeting of thestockholders.


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ARTICLE IV

OFFICERS

Section 1. Election/Appointment - Immediately after their

election, the Board of Directors shall formally organize byelecting the Chairman, the President, one or more Vice-President, the Treasurer, and the Secretary, at said meeting.

The Board may, from time to time, appoint such other officers asit may determine to be necessary or proper. Any two (2) or morepositions may be held concurrently by the same person, exceptthat no one shall act as President and Treasurer or Secretary atthe same time.

Section 2. Chairman of the Board - The Chairman of the Board ofDirectors shall preside at the meetings of the directors and thestockholders. He shall also exercise such powers and performsuch duties as the Board of Directors may assign to him.

Section 3. President - The President, who shall be a director,shall be the Chief Executive Officer of the corporation andshall also have administration and direction of the day-to-daybusiness affairs of the corporation. He shall exercise thefollowing functions:

a) To preside at the meetings of the Board of Directors and ofthe stockholders in the absence of the Chairman of the Board of

Directors;

b) To initiate and develop corporate objectives and policies andformulate long range projects, plans and programs for theapproval of the Board of Directors, including those forexecutive training, development and compensation;

c) To have general supervision and management of the businessaffairs and property of the corporation;

d) To ensure that the administrative and operational policies of

the corporation are carried out under his supervision andcontrol;

e) Subject to guidelines prescribed by law, to appoint remove,suspend or discipline employees of the corporation, prescribetheir duties and determine their salaries;

f) To oversee the preparation of the budgets and the statementof accounts of the corporation;

g) To prepare such statements and reports of the corporation as

may be required of him by law;

h) To represent the corporation at all functions and proceedings;

i) To execute on behalf of the corporation all contracts,agreements and other instruments affecting the interests of thecorporation which require the approval of the Board of


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Directors, except as otherwise directed by the Board ofDirectors;

j) To make reports to the Board of Directors and stockholders;

k) To sign certificates of stock;

l) To perform such other duties as are incident to his office orare entrusted to him by the Board of Directors;

The President may assign the exercise or performance of any ofthe foregoing powers, duties and functions to any otherofficer(s), subject always to his supervision and control.

Section 4. The Vice-President(s) - If one or more Vice-Presidents are appointed, he/they shall have such powers andshall perform such duties as may from time to time be assignedto him/them by the Board of Directors or by the President.

Section 5. The Secretary - The Secretary must be a resident anda citizen of the Philippines. He shall be the custodian of andshall maintain the corporate books and record and shall be therecorder of the corporation's formal actions and transactions.He shall have the following specific powers and duties:

a) To record or see to the proper recording of the minutes andtransactions of all meetings of the directors and thestockholders and to maintain minute books of such meetings in

the form and manner required by law;

b) To keep or cause to be kept record books showing the detailsrequired by law with respect to the stock certificates of thecorporation, including ledgers and transfer books showing allshares of the corporation subscribed, issued and transferred;

c) To keep the corporate seal and affix it to all papers anddocuments requiring a seal, and to attest by his signature allcorporate documents requiring the same;

d) To attend to the giving and serving of all notices of thecorporation required by law or these by-laws to be given;

e) To certify to such corporate acts, countersign corporatedocuments or certificates, and make reports or statements as maybe required of him by law or by government rules and regulations;

f) To act as the inspector of the election of directors and, assuch, to determine the number of shares of stock outstanding andentitled to vote, the shares of stock represented at themeeting, the evidence of a quorum, the validity and effect of

proxies, and to receive votes, ballots or consents, hear anddetermine all challenges and questions arising in connectionwith the right to vote, count and tabulate all votes, ballots orconsents, determine the result, and do such acts as are properto conduct the election or vote. The Secretary may assign theexercise or performance of any or all the foregoing duties,


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powers and functions to any other person or persons, subjectalways to his supervision and control;

g) To perform such other duties as incident to his office or asmay be assigned to him by the Board of Directors or the

President.

Section 6. Treasurer - The Treasurer of the corporation shall beits chief fiscal officer and the custodian of its funds,securities and property. The Treasurer shall have the followingduties:

a) To keep full and accurate accounts of receipts anddisbursements in the books of the corporation;

b) To have custody of, and be responsible for, all the funds,securities and bonds of the corporation;

c) To deposit in the name and to the credit of the corporation,in such bank as may be designated from time to time by the Boardof Directors, all the moneys, funds, securities, bonds andsimilar valuable effects belonging to the corporation which maycome under his control;

d) To render an annual statement showing the financial conditionof the corporation and such other financial reports as the Boardof Directors, the Chairman, or the President, may, from time totime require;

e) To prepare such financial reports, statements, certificationsand other documents which may, from time to time, be required bygovernment rules and regulations and to submit the same to theproper government agencies;

f) To exercise such powers and perform such duties and functionsas may be assigned to him by the President.

Section 7. Term of Office - The term of office of all officersshall be for a period of one (1) year and until their successors

are duly elected and qualified. Such officers may however besooner removed for cause.

Section 8. Vacancies - If any position of the officers becomesvacant by reason of death, resignation, disqualification or forany other cause, the Board of Directors by majority vote mayelect a successor who shall hold office for the unexpired term.

Section 9. Compensation - The by-laws officers shall receivesuch remuneration as the Board of Directors may determine. Allother officers shall receive such remuneration as the Board of

Directors may determine upon recommendation of the President. Adirector shall not be precluded from serving the corporation inany other capacity as an officer, agent, or otherwise, andreceiving compensation therefor.

ARTICLE V


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OFFICE

Section 1. Office - The principal office of the corporationshall be located at the place stated in Article III of theArticles of Incorporation. The corporation may have such other

branch offices, either within or outside the Philippines, as theBoard of Directors may designate or as the business of thecorporation may, from time to time require.

ARTICLE VI

AUDIT OF BOOKS, FISCAL YEAR AND DIVIDENDS

Section 1. External Auditors - At the regular stockholders'meeting, the external auditor or auditors of the corporation forthe ensuing year shall be appointed. The external auditor orauditors shall examine, verify and report on the earnings andexpenses of the corporation and shall certify the remunerationof the external auditor or auditors as determined by the Boardof Directors.

Section 2. Fiscal Year - The fiscal year of the corporationshall begin on the first day of January and end on the last dayof December of each year.

Section 3. Dividends - Dividends shall be declared and paid outof the unrestricted retained earnings which shall be payable incash, property or stock to all stockholders on the basis of

outstanding stock held by them, as often and at such times asthe Board of Directors may determine and in accordance with lawand applicable rules and regulations.

ARTICLE VII

AMENDMENTS

Section 1. Amendments - This by-laws may be amended or repealedby the affirmative vote of at least a majority of the Board ofDirectors and the stockholders representing a majority of the

outstanding capital stock at any stockholders' meeting calledfor the purpose. However, the power to amend, modify, repeal oradopt new by-laws may be delegated to the Board of Directors bythe affirmative vote of stockholders representing not less thantwo-thirds of the outstanding capital stock; provided, however,that any such delegation of powers to the Board of Directors toamend, repeal or adopt new by-laws may be revoked only by thevote of the stockholders representing a majority of theoutstanding capital stock at a regular or special meeting.

ARTICLE VIII

SEAL

Section 1. Form and Inscriptions - The corporate seal shall bedetermined by the Board of Directors.

ARTICLE IX


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ADOPTION CLAUSE

The foregoing by-laws was adopted by all the stockholders of thecorporation on the 1st day of March 2012at the principal officeof the corporation.

IN WITNESS WHEREOF, we, the undersigned incorporators present atsaid meeting and voting thereat in favor of the adoption of saidby-laws, have hereunto subscribed our names this 12th day ofMarch 2012 at Baguio City, Philippines.

SIGNATURES OF ALL INCORPORATORS


09031985

Issued on 01/29/2012 Issued on 01/29/2012 Issued on 01/29/2012Issued at Baguio City Issued at Baguio City Issued at BaguioCity



City

SUBSCRIBED AND SWORN to before me in the City of Baguio this 5th dayof March 2012 by, Amar Vallejos, Amer Vallejos, Amir Vallejos, Amor Vallejos,Amur Vallejos, and Emor Vallejoswho have exhibited to me their respectiveidentification documents as appearing below their names and signatures andwho are the same persons who personally signed before me the foregoing bylaws and acknowledged that they executed the same.



CERTIFICATE OF INCREASING THE AUTHORIZED CAPITAL STOCK

OF


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NABUHAY, INC.

KNOW ALL MEN BY THESE PRESENTS:

That we the undersigned, the Chairman and the Secretary of the

stockholders' meeting and the majority members of the Board ofDirectors of NABUHAY INC, INC., a corporation organized andexisting under and by virtue of the laws of the Philippines withprincipal office at Baguio City, Philippines, do hereby CERTIFY:

1.That at the meeting of the stockholders of the saidcorporation held in accordance with Section 38 of theCorporation Code, B.P. Blg. 68, at its principal office on March1, 2012 at which meeting stockholders representing at least two-thirds (2/3) of the outstanding capital stock were present inperson or by proxy, the stockholders present by unanimous voteapproved the increase of the corporation's authorized capitalstock from __________________________ (P_____________) dividedinto __________________________ (_____________) shares with apar value of _____________ (P_________) per share to__________________________ (P_____________) divided into__________________________ (_____________) shares with a parvalue of _____________ (P_________) per share;

2.That the aforesaid increase in the authorized capital stockwas likewise approved by at least majority of the directors at ameeting held on _____________ at the principal office of thecorporation;

3. That of the increase of capital stock of__________________________ (P_____________) - common shares, theamount of __________________________ (P_____________) worth ofshares has been actually subscribed by the following subscribersand of the said subscription, the amount of__________________________ (P_____________) has been actuallypaid as follows:

Name of Subscribed No. of Shares Amount Subscribed Amount Paid-up

4.That the actual indebtedness of the corporation as of date ofstockholders' meeting amount to __________________________ (P-_____________);

5.That no bonded indebtedness has been incurred, created orincreased as of date of stockholders' meeting.

IN WITNESS WHEREOF, we have hereunto set our hands this_____________ at _____________, Philippines.

SIGNATURES OF STOCKHOLDERS



City


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09031985

Issued on 01/29/2012 Issued on 01/29/2012 Issued on 01/29/2012Issued at Baguio City Issued at Baguio City Issued at BaguioCity

COUNTERSIGNED:

Chairman at the Stockholders' Meeting

OMOR VALLEJOS

CTC No. 09031987Issued on 01/29/2012Issued at Baguio City

Secretary at the Stockholders' Meeting

IMOR VALLEJOSCTC No. 09031988

Issued on 01/29/2012

Issued at Baguio City

SUBSCRIBED AND SWORN to before me in the City of Baguio this 5th dayof March 2012 by, Amar Vallejos, Amer Vallejos, Amir Vallejos, Amor Vallejos,Amur Vallejos, and Emor Vallejoswho have exhibited to me their respectiveidentification documents as appearing below their names and signatures andwho are the same persons who personally signed before me the foregoingcertificate and acknowledged that they executed the same.




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CERTIFICATION OF AMENDMENT OF BY LAWS

OF

NABUHAY, INC.


That we the undersigned, the Chairman and the Secretary of thestockholders' meeting and the majority members of the Board ofDirectors of NABUHAY INC, INC., a corporation organized andexisting under and by virtue of the laws of the Philippines withprincipal office at Baguio City, Philippines, do hereby CERTIFY:

1.That at the meeting of the stockholders of the saidcorporation held in accordance with Section 38 of theCorporation Code, B.P. Blg. 68, at its principal office on March1, 2012 at which meeting stockholders representing at least two-thirds (2/3) of the outstanding capital stock were present inperson or by proxy, the stockholders present by unanimous voteapproved THAT The principal office of the corporation shall belocated at LA TRINIDAD and not in the place stated in ArticleIII of the Articles of Incorporation. The corporation may havesuch other branch offices, either within or outside thePhilippines, as the Board of Directors may designate or as thebusiness of the corporation may, from time to time require.;

2. That the aforesaid change in the principal office likewise

approved by at least majority of the directors at a meeting heldon March 12, 2012 at the principal office of the corporation;

3. That no bonded indebtedness has been incurred, created orincreased as of date of stockholders' meeting.

IN WITNESS WHEREOF, we have hereunto set our hands this_____________ at _____________, Philippines.

SIGNATURES OF STOCKHOLDERS



City



City


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COUNTERSIGNED:

Chairman at the Stockholders' Meeting

OMOR VALLEJOS

CTC No. 09031987Issued on 01/29/2012Issued at Baguio City

Secretary at the Stockholders' Meeting

IMOR VALLEJOSCTC No. 09031988

Issued on 01/29/2012

Issued at Baguio City

SUBSCRIBED AND SWORN to before me in the City of Baguio this 5th dayof March 2012 by, Amar Vallejos, Amer Vallejos, Amir Vallejos, Amor Vallejos,Amur Vallejos, and Emor Vallejoswho have exhibited to me their respectiveidentification documents as appearing below their names and signatures andwho are the same persons who personally signed before me the foregoingcertificate and acknowledged that they executed the same.




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ARTICLES OF PARTNERSHIP OF JAJAMORE NIKE


That we, AMOR VALLEJOS, single, and JAJA FLORES single, and RES PAUL, single,

all Filipinos, of legal ages, and residents of Baguio City, Philippines, have on this day,covenanted to establish a partnership, in accordance with the laws of the Republic of the

Philippines;

AND WE HEREBY CERTIFY:

1. That the names and addresses of the respective partners are as follows:

Name Address

AMOR VALLEJOS # 36 DPS, BAGUIO CITYJAJA FLORES # 35 DPS, BAGUIO CITY

RES PAUL # 34 DPS, BAGUIO CITY

2. That the name of this partnership shall be JAJAMORE and it shall exist for TEN (10)years from the execution of this instrument, unless the partners mutually agree in writing

to a shorter period. Should the partnership be terminated by unanimous vote, the assets

and cash of the partnership shall be used to pay all creditors, with the remaining amountsto be distributed to the partners according to their proportionate share.

3. That the capital of this partnership shall be ONE HUNDRED THOUSANDONLY (P500,000.00), Philippine Currency, broken down, in contributions, as follows:

Name of Partner Contribution

AMOR VALLEJOS P 200, 000.00JAJA FLORES P 200, 000.00

RES PAUL P100, 000.00

The partnership shall maintain a capital account record for each partner; should any

partner's capital account fall below the agreed to amount, then that partner shall (1) have

his share of partnership profits then due and payable applied instead to his capitalaccount; and (2) pay any deficiency to the partnership if his share of partnership profits is

not yet due and payable or, if it is, his share is insufficient to cancel the deficiency.

4. That the purpose(s) for which this partnership is established are as follows:

a. To distribute the newest and original Nike Apparel to its customers.

b. To sell those Nike apparels at the affordable price to customers.c. To generate high and continuous income.

5. The partners shall provide their full-time services and best efforts on behalf of thepartnership. No partner shall receive a salary for services rendered to the partnership.

Each partner shall have equal rights to manage and control the partnership and its

business. Should there be differences between the partners concerning ordinary businessmatters, a decision shall be made by unanimous vote. It is understood that the partners

may elect one of the partners to conduct the day-to-day business of the partnership;


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however, no partner shall be able to bind the partnership by act or contract to any liability

exceeding Pesos: fifty thousand (P50, 000.00), Philippine Currency, without the prior

written consent of each partner.

6. That the profits and losses shall be divided among the partners pro rata, in proportion to

their respective contributions.

7. In the event a partner withdraws or retires from the partnership for any reason, including

death, the remaining partners may continue to operate the partnership using the samename. A withdrawing partner shall be obligated to give thirty (30) days' prior written

notice of (his/her) intention to withdraw or retire and shall be obligated to sell (his/her)

interest in the partnership.

8. No partner shall transfer interest in the partnership to any other party without the written

consent of the remaining partner(s). The remaining partner(s) shall pay the withdrawing

or retiring partner, or to the legal representative of the deceased or disabled partner, the

value of his interest in the partnership, or (a) the sum of his capital account, (b) anyunpaid loans due him, (c) his proportionate share of accrued net profits remaining

undistributed in his capital account, and (d) his interest in any prior agreed appreciationin the value of the partnership property over its book value. No value for good will shall

be included in determining the value of the partner's interest.

9. A partner who retires or withdraws from the partnership shall not directly or indirectly

engage in a business which is or which would be competitive with the existing or then

anticipated business of the partnership for a period of five (5) years within the City of

Baguio where the partnership is currently doing or planning to do business.

IN WITNESS WHEREOF, we have hereunto set our hands this 12th day of March,

2012 at Baguio City, Philippines

(SIGNATURES OF PARTNERS)

AMOR VALLEJOS JAJA FLORES AMIR VALLEJOSCTC No. 09031983 CTC No. 09031984 CTC No.


City

SIGNED IN THE PRESENCE OF:

JUNE JAY JAY JAY

A C K N O W L E D G M E N T

REPUBLIC OF THE PHILIPPINES }DONE: IN THE CITY OF BAGUIO } S.S.X ======================= X

BEFORE ME, a Notary Public in and for the City of Baguio, this 12 th dayof March 2012, personally appearedAMOR VALLEJOS, AMER VALLEJOS, ANDAMIR VALLEJOS, who are personally known to me, that they are the same


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persons who executed and voluntarily signed the foregoing AcknowledgmentArticles of General Partnership which they acknowledged before me as theirfree and voluntary act and deed.

This instrument consisting of TWO (2) pages, including the page onwhich this acknowledgment is written has been signed on the left margin ofeach and every page thereof by the parties and their witnesses.

WITNESS MY HAND AND SEAL.

ART MIGUEL B.

SANLAO Notary Public

Until December 31,2012Doc. No. ___; PTR No. 050183/BaguioCity/01-11-11Page No. ___; Roll ofAtty. No. 12345Book No. I ; IBP Lifetime Membership No.9031984 Series of 2012. Baguio-Benguet


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PRINCE PRIMEHOLDINGS, INC.

5F Lopez Building, Session RoadBaguio City

Tel. No. (074) 443-0007

NOTICE OF CALL

Notice is hereby given that at a meeting of the Board of Directors of the WJ

PRIMEHOLDINGS, INC. held on February 1, 2012, unpaid subscriptions to the capital stock

of the corporation WERE DECLARED DUE AND PAYABLE to the principal office at 5FLopez Building, Session Road, Baguio City on May 1, 2012.

All stock upon which the subscription, with interest accrued, has not been paid on May 1,

2012, WILL BE DELINQUENT AND ADVERTISED FOR SALE at public auction, and

unless payment of the subscription, with interest and costs accrued, is made before sale of the

stock, same will be SOLD ON JUNE 1, 2012 to pay the amount of subscription and the accrued

interest together with the costs of advertising and expenses of sale.

Baguio City, Philippines, March 12, 2012.

YUGIH-YO

Corporate Secretary


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Tel. No. (074) 443-0007

NOTICE OF DELINQUENCY AND SALE


PRIMEHOLDINGS, INC. held on February 1, 2012, unpaid subscriptions to the capital stock

of the corporation WERE TO BE SOLD at public auction on May 12, 2012.

There will be a DELINQUENCY AND SALE at public auction on May 12, 2012 on all

unpaid subscriptions to the capital stock which were not paid by the stockholder to pay the

amount of subscription and the accrued interest together with the costs of advertising and

expenses of sale.


YUGIH-YO

Corporate Secretary


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Tel. No. (074) 443-0007

NOTICE OF MEETING PROPOSED INCREASE CAPITAL STOCK


PRIMEHOLDINGS, INC. held on February 1, 2012, about the PROPOSAL TO

INCREASE CAPITAL STOCK OF THE CORPORATION.

The proposal of the corporation increasing its authorized capital stock from ONE

HUNDRED PESOS to ONE HUNDRED FIFTY PESOS - common shares which will

amendment must be approved by the stockholders representing more than 2/3 of the outstandingcapital stock at the annual stockholders' meeting


YUGIH-YO

Corporate Secretary


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REPUBLIC OF THE PHILIPPINES }

DONE: IN THE CITY OF BAGUIO } S.S.x--------------------------------------------x

AFFIDAVIT

KIM L. BANDAO, after being sworn in accordance with law, deposes and says:

1. That he is the CorporateSecretary of the WRJ PRIME HOLDINGS, INC. lawfully acting

as such;

2. That pursuant to the resolution of the Board of Directors of said corporation, unpaidsubscriptions of the stock to the corporation had been declared due and payable on February 29,

2012;

3. That he CAUSED NOTICE OF CALL for such unpaid subscriptions TO BE PUBLISHEDin the Philippine Daily Inquireronce a week for four (4) successive weeks and also POSTEDthe same at the principal office of the corporation for the same period;

4. That he CAUSED NOTICE OF DELINQUENCY AND SALE TO BE PUBLISHED in

the daily newspaperPhilippine Daily Inquirerfor ten (10) successive issues previous to the sale.

4. That he CAUSED NOTICE OF MEETING PROPOSED INCREASE CAPITAL STOCKin the daily newspaperPhilippine Daily Inquirerfor ten (10) successive issues previous to the

sale.

IN TESTIMONY WHEREOF, he has hereunto caused this statement to be signed byhim this ___day of April 2012 in Baguio City, Philippines.

KIM L. BANDAO

Corporate Secretary

SUBSCRIBED AND SWORN to before me in the City of Baguio ____ day of April

2012 by KIM L. BANDAO who presented to me his Passport No. Passport No. ZZ3092133

valid until May 30,2013 as competent proof of his identity, and who is the same person whopersonally signed before me the foregoing Affidavit and acknowledged that he executed the

same.

ART MIGUEL B. SANLAO Notary PublicUntil December 31,

2012


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Doc. No. ___; PTR No. 050183/BaguioCity/01-11-11Page No. ___; Roll ofAtty. No. 12345Book No. I ; IBP Lifetime Membership No.

9031984 Series of 2012. Baguio-Benguet

PROXY TO VOTE AT STOCKHOLDERS MEETING


That I, AMOR VALLEJOS, Filipino, of legal age, single , and a resident of Camp 7, Baguio

City , Philippines, do hereby constitute and appoint JAJA FLORES who is also of legal age,

Filipino,single, and a resident of Camp 8, Baguio City, Philippines, to represent me and vote theONE MILLION( 1, 000, 000) shares of the capital stock appearing in my name at the Annual

Stockholders Meeting ofNABUHAY, INC. to be held on May 1, 2012.

IN WITNESS WHEREOF, I have hereunto set my hand this 12

th

day of March 2012 atthe City of Baguio, Philippines.

AMOR VALLEJOS

Accepted by:

JAJA FLORES

SIGNED IN THE PRESENCE OF:

DIONE IVY GRETA BUNA

A C K N O W L E D G M E N T

REPUBLIC OF THE PHILIPPINES }DONE: IN THE CITY OF BAGUIO } S.S.

X ======================= X

BEFORE ME, a Notary Public in and for the City of Baguio, this 12 th dayof March 2012, personally appearedAMOR VALLEJOS AND JAJA FLORES, whoare personally known to me, that they are the same persons who executedand voluntarily signed the foregoing PROXY TO VOTE AT STOCKHOLDERSMEETING which they acknowledged before me as their free and voluntary actand deed.


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This instrument consisting of ONE (1) page, including the page onwhich this acknowledgment is written has been signed on the left margin ofeach and every page thereof by the parties and their witnesses.

WITNESS MY HAND AND SEAL.

ART MIGUEL B.

SANLAO Notary PublicUntil December 31,

2012Doc. No. ___; PTR No. 050183/BaguioCity/01-11-11Page No. ___; Roll of

Atty. No. 12345Book No. I ; IBP Lifetime Membership No.9031984 Series of 2012. Baguio-Benguet

REPUBLIC OF THE PHILIPPINESREGIONAL TRIAL COURTFIRST JUDICIAL REGIONBAGUIO CITY, BRANCH 6

IN THE MATTER OF THE PETITIONFOR DECLARATORY RELIEF REGARDINGCIVIL STATUS

DIANA FAJPetitioner,

-versus- Civil Case No. 0714

MAR FAJRespondent.

x------------------------------x

PETITION

PETITIONER, through counsel, most respectfully states:

1. That the petitioner and respondent, Diana Faj and Mar Faj,respectively, are of legal age, Filipino Citizen and residents of No. 11Breezehomes, Pias Rd., Camp 7 Baguio City Philippines;

2. That, on July 14, 2003 herein petitioner, who was then the legallywedded wife of herein respondent filed a complaint for annulment ofmarriage against said respondent, in the Regional Trial Court ofBaguio;

3. That, on August 8, 2003 herein respondent (defendant in theannulment case) filed his answer to the aforementioned complaint forannulment;


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4. That, after the case was duly heard and the necessary and materialevidence presented, the Regional Trial Court of Baguio rendered itsdecision on April 23, 2004 granting the petition for annulment of saidmarriage annulled and cancelled in the records of marriage in the

Local Civil Registrar;

5. That, on May 2, 2004 both petitioner and respondent, as plaintiff, anddefendant in the petition for annulment of marriage case were servedwith copies of said decision;

6. That no appeal was taken from said decision until now;7. That the records of the petition for annulment as well as the decision

thereon were burned and destroyed during a fire that burned theportion of the City Hall of Baguio where the records in the said case arekept and stored;

8. That since then until the present time, no action had been taken byrespondent either to reconstitute the destroyed records of said case, orto perfect his appeal form the judgment rendered therein;

9. That the petitioner has, at present, serious intention of gettingmarried, but respondent, upon knowledge of this, had stated onseveral occasions that he would file a criminal action for bigamy,should petitioner marry again.

WHEREFORE, petitioner prays for judgment declaring the decision of

the Regional Trial Court of Baguio, which was rendered on April 23, 2004 inCivil Case No. 0511 as final and unappealable, and declaring the bonds ofmatrimony between petitioner and respondent as already dissolved, therebymaking it legal for petitioner to marry again.

March 12, 2012. Baguio City, Philippines.


PTR No. 071488/Baguio City/01-09-12 Roll of Atty. No.0602860


Baguio-Benguet


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REPUBLIC OF THE PHILIPPINES)DONE: IN THE CITY OF BAGUIO ) S.S.X ========================== X


I, DIANA FAJ the petitioner in th