The Day Trinity Axis Logistics Was Hijacked From Within — And How JKNC Rebuilt It from Zero

Featured MSME Profile

Business Name: Trinity Axis Logistics Corporation

Business Type: Domestic Stock Corporation

Industry: Freight, Transport, and Logistics

Location: Mandaue City, Cebu

Structure before JKNC: Founded and solely financed by Don Ruperto Alano, but incorporated under trusted employees. No succession plan. No estate-anchored corporate documents.

Names and details are fictionalized in full compliance with the Data Privacy Act of 2012 (RA 10173).

The Story

For nearly 30 years, Trinity Axis Logistics Corporation moved goods across the Visayas like clockwork. Founded by Don Ruperto Alano, the company quietly became the backbone of retail shipments and port clearances. But Don Ruperto never appeared in official SEC filings — he incorporated the business under the names of trusted employees, content to operate from the shadows.

Then Don Ruperto died, leaving behind 24 children but no formal succession plan.

That’s when Jason Alano, the 14th son, made his move. With access to internal systems and the quiet cooperation of the company’s long-time bookkeeper, Jason revised the General Information Sheet, replaced official names with hand-picked stockholders, and took control of the corporation on paper. The bookkeeper, believing Jason to be the rightful heir, processed everything.

Jason never held a formal board meeting. He never submitted valid Secretary’s Certificates. He never even consulted the rest of the family. But with forged documents and insider knowledge, he managed to withdraw over ₱18 million from corporate accounts, divert receivables into a personal account, and disappear.

The bookkeeper is now the primary respondent in a criminal estafa and falsification case filed by the new board — a case that remains pending. When the family uncovered the scheme, they were devastated. With no cash in the bank, a hijacked corporate identity, and suppliers demanding answers, they turned to JKNC.

Hidden Problems Revealed

• No minutes of meetings have been recorded for over five years

• No proof of Don Ruperto’s ownership — he never subscribed to any shares

• General Information Sheet (GIS) revised without a board resolution

• Stock certificates reissued without a legal basis or board approval

• Clients were misled with bank accounts connected to Jason’s contacts

• Falsified stockholder names submitted to the SEC

• Violations of SEC rules on officer elections, with documents showing irregular authority

• Legal Basis:

  • Revised Corporation Code, Sec. 25 — “The positions of president and treasurer shall not be held by the same person.”

• Criminal Basis:

  • Revised Penal Code (RPC) Articles 171 & 315 — Falsification of public documents and estafa (fraud)

• Bank Reporting:

  • Filed a formal Corporate Identity Theft and Fraud Complaint with the bank

JKNC's Strategic Response

1. Legal & Criminal Filing

• Filed criminal charges against Jason and the bookkeeper: falsification of corporate documents, qualified theft, and estafa

• Coordinated with police and legal counsel for ongoing court proceedings (pending)

2. SEC & Board Rehabilitation

• Filed for amnesty under SEC MC No. 2, s. 2023, to update all overdue GIS/AFS

• Called an Emergency Stockholders' Meeting

• Reconstituted a 5-member board:

• Maria Leticia Alano (legitimate child of Don Ruperto) elected President

• 4 external directors recommended by JKNC for integrity, logistics experience, and impartial oversight

• JKNC formally elected as Corporate Secretary on retainer

3. Operational Control Restoration

• Notified all major clients of the legitimate change in structure

• Blocked and flagged all unauthorized bank accounts with cooperating banks

• Reestablished corporate bank accounts with new Secretary’s Certificates and board resolutions

• Recovered 30% of outstanding receivables by redirecting billing and validating vendor payments

• Implemented tight financial controls and signatory restrictions

4. Documentation & Governance Structure

• Rebuilt the Stock and Transfer Book

• Reissued proper stock certificates to reflect the board-approved structure

• Installed an approval matrix and board resolution tracker

• Conducted training for all employees on internal fraud prevention, hierarchy, and chain-of-command governance.
  

Results & Transformation

• SEC compliance was fully restored within 300 days

• Corporate identity recovered and secured

• Case filed and court proceedings active

• Clients retained, with trust reestablished via formal communications and JKNC sign-off

• Operations normalized despite zero cash, asset-heavy and receivable-recovery based

• Family now in control, with a clean board and protective legal wall in place
  

“We started at zero pesos. But we now have order, leadership, and most of all, dignity.”

– Maria Leticia Alano, President

JKNC launched a full forensic corporate audit and discovered: