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Republic of the Philippines )

Makati City ) s.s.

COMPLAINT-AFFIDAVIT

I, [x], of legal age, Filipino, and with address at [x], after having
been sworn in accordance with law, hereby depose and state that:

1. I am filing this Complaint-Affidavit against [x] for estafa


under Article 315(1)(b) of the Revised Penal Code, which provides:

“Art. 315. Swindling (estafa). – Any person who shall


defraud another by any of the means mentioned
hereinbelow shall be punished by:

xxx xxx xxx

1. With unfaithfulness or abuse of confidence,


namely:

xxx xxx xxx

(b) by misappropriating or converting, to the


prejudice of another, money, goods, or any other personal
property received by the offender in trust, or on
commission, or for administration, or under any other
obligation involving the duty to make delivery of, or to
return the same, even though such obligation be totally or
partially guaranteed by a bond; or by denying having
received such money, goods, or other property;”

2. I am the president and controlling stockholder of [x], a


corporation organized and existing under the laws of Ukraine with
principal address at [x].

3. [x] is of legal age, a British national, and may be served


with subpoena and other processes of this Honorable Office at [x].

4. Sometime in August 2004, I had discussions with [x]


regarding a plan to set up two companies in the Philippines that will
engage in the business of natural gas and biogas development in the
Philippines. These companies were to be incorporated and registered
as [x].

5. Respondents proposed that that the ownership of [x] be as


follows:

30% - [x]
70% - [x]

6. During the negotiations, the lawyer of [x], manifested that


[x], to have more than 40% foreign equity, would need a minimum
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capitalization of US$200,000 upon incorporation with the Philippine


Securities and Exchange Commission (“SEC”).

7. In view of the foregoing, it was eventually agreed that


30% of my and/or [x] 70% equity in [x] would be held by [x] in trust
upon incorporation, to be subsequently assigned back to me
and/or [x].

8. Furthermore, it was agreed that the 30% equity would


be held in trust by [x] for and on my and/or [x]’s behalf. As a matter
fact, [x] executed, in Makati City, in my presence and in the presence
of Atty. Bugay and several other individuals, a Declaration of Trust
with respect to the 30% shares and undertook to give a copy thereof
to me and [x].

9. Since I and [x] actually owned the 30% shares, these


shares were to be used and/or voted in accordance with, and pursuant
to, the my interests and/or the interests of [x].

10. On 13 September 2004, [x] was formally incorporated and


registered with the SEC. The shareholding structure at the time of
incorporation was as follows:

Name No. of Shares Paid-Up


Nationality
[x]
Total 1,000,000 P1,000,000.00

A copy of the Certificate of Incorporation dated 13 September


2004, with copies of Articles of Incorporation and By-Laws, is
attached hereto as Annex “A”.

11. As will be noted, [x]’s nominees were indicated as the


owner of shares representing 40% of the capital stock of [x] while [x]
and her nominees were reflected as the owners of shares representing
60% of the capital stock of [x]. Of the 60%, composed of 600,000
shares, 300,000 shares (the “Shares”) were held in trust for me
and/or [x].

12. Upon incorporation, the paid-up capital of [x] was


P1,000,000.00. On 8 September 2004, the [x] received an inward
remittance by means of telegraphic transfer in the amount of
US$19,975, or a total peso equivalent of P1,116,602.50, which the
bank then credited to the account of [x]. I directed the said remittance
through [x], a corporation which I also own and control.

A copy of the Certification issued by [x] on 10 September 2004


is attached hereto as Annex “B”.

13. Likewise, upon incorporation, I was elected as Chairman


of the Board of Directors of [x].
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14. Subsequently, however, both [x] converted or


misappropriated the Shares. They used the Shares as if these were
their own, devoted the Shares to a purpose different from that agreed
upon, and took the Shares for their own benefit.

14.1 [x], alleging to act as President of [x], although he is


not a stockholder of record of [x] or a director of [x], called a
special meeting of the Board of Directors of [x].

14.2 I learned that on 1 June 2005, a special meeting of


the Board of Directors of [x] was conducted, without my
knowledge or consent, at the [x] by [x], with [x] present. During
said meeting, [x] alleged that my rights as a stockholder have
been suspended. [x] also alleged that no notice of the special
meeting was sent to me inasmuch as I was actually the subject
of the said meeting. Moreover, [x] recommended my removal as
Chairman of the Board of Directors and the appointment of [x]
as my replacement. Thus, [x] resolved to (i) remove me as
Chairman of the Board and appointed [x] as my replacement,
and (ii) notify the government entities concerned about the
foregoing.

14.3 After this supposed special meeting of the Board of


Directors, a special meeting of the stockholders of [x] was
allegedly convened and held at [x] by [x] presiding allegedly as
President of [x] although he is neither a stockholder of record
nor a director of [x]. During this meeting, [x] purportedly
elected themselves as directors of [x] for the year 2005 or until
their successors are elected.

14.4 On the same date, an organizational meeting of the


Board of Directors was allegedly held at [x] by [x]. During this
meeting, [x] elected the following as officers of [x]:

[x]

14.5 Allegedly, another special meeting of the Board of


Directors of [x] was held on 6 June 2005 at [x], during which
meeting the directors present resolved to investigate my alleged
corrupt activities and authorized the Corporate Secretary to
furnish copies of the aforesaid resolution to entities concerned.

Copies of the purported Minutes of the Special Meeting of the


Board of Directors held on 1 June 2005, Minutes of the Special
Meeting of the Stockholders held on 1 June 2005, and Minutes of the
Organizational Meeting of the Board of Directors held on 1 June 2005
are attached hereto as Annexes “C”, “D”, and “E”, respectively. A
copy of the Secretary’s Certificate certifying the resolutions allegedly
passed during the Special Meeting of the Board of Directors held on 6
June 2005 is likewise attached hereto as Annex “F”.

15. To reiterate, [x] agreed to hold at least 300,000 shares in


[x], with a total value of at least P300,000.00, in trust for me and/or
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[x]. As trustees, they are obliged to hold and vote the Shares for my
benefit and/or for the benefit of [x]. Furthermore, they are obliged to
return the Shares to me and/or [x] upon demand.

16. However, as borne out by the allegations above, [x], in


violation of their obligations as trustees of the Shares, used the
Shares against me and/or [x] and voted the Shares to suspend my
rights as stockholder of [x], to remove me as Chairman of the Board of
[x], to maliciously call for an investigation of my alleged corrupt
activities, and even to direct that other entities be notified of the
foregoing. Evidently, said actions reveal that [x] have converted
and/or misappropriated the Shares for their own benefit to my and [x]
damage and prejudice.

17. It is also important to mention that [x] never furnished me


or [x] with a copy of the Declaration of Trust, in violation of our earlier
agreement.

18. In view of the foregoing, I requested my Philippine


counsel, the law firm of [x], to issue a demand letter to Maribeth de
Montaigne on my and [x]’s behalf, demanding the latter (i) to
immediately desist from exercising any rights arising from the Shares,
including, but not limited to, voting on said Shares, and (ii) to deliver
to me and/or [x] the stock certificates for the Shares, duly endorsed in
favor of me and/or [x], and any and all documents evidencing our
ownership over said Shares within two days from receipt of the letter.

A copy of the letter dated 28 June 2005, addressed to [x] at [x],


is attached hereto as Annex “G”.

19. Under date of 30 June 2005, [x] issued a reply to my


Philippine counsel. According to her, she has “not executed a
Declaration of Trust in favour of [x]”. Essentially, therefore, [x] has
denied the receipt of the Shares in trust for me and/or [x].

A copy of the letter dated 30 June 2005, addressed to [x], is


attached hereto as Annex “H”.

20. Based on the allegations contained herein, all the


elements of estafa under Article 315(1)(b) of the Revised Penal Code
are present in this case, to wit: (i) money, goods, or other personal
property was received by the offender in trust, or on commission, or
for administration, or under any other obligation involving the duty to
make delivery of, or to return, the same; (ii) there was
misappropriation or conversion of such money or property by the
offender, or denial on his part of such receipt; (iii) such
misappropriation or conversion or denial is to the prejudice of
another; and (iv) there was a demand made by the offended party to
the offender.

21. This Affidavit is being executed to attest to the truth of the


above statements and for the purpose of instituting a complaint
against [x] for estafa under Article 315(1)(b) of the Revised Penal
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Code and/or for such other crime(s) as this Honorable Office would
consider appropriate.

IN WITNESS WHEREOF, I have hereunto set my hands on


_______________ at _______________.

[x]
Affiant

SUBSCRIBED AND SWORN to before me on _______________ at


_______________. I hereby certify that I have personally examined the
affiant, and I am satisfied that the foregoing complaint-affidavit was
freely and voluntarily executed by him.

ASST. CITY PROSECUTOR