Annex C

“ANNEX C”
( SRC Rule
12 )
NON-FINANCIAL DISCLOSURE REQUIREMENTS
PART I BUSINESS
(A) Description of Business.
(1) Business Development
Describe the development of the business of the registrant and its

significant subsidiaries during the past three (3) years, or such shorter
period as the registrant may have been engaged in business. If the
registrant has not been in business for three years, give the same
information for predecessor(s) of the registrant if there are any. This
business development description should include, for the registrant
and its subsidiaries, the following:
(a) Form and year of organization;
(b) Any bankruptcy, receivership or similar proceeding; and
(c) Any material reclassification, merger, consolidation, or purchase

or sale of a significant amount of assets not in the ordinary
course of business.
(2) Business of Issuer : This section shall describe in detail what business
the registrant does and proposes to do, including what products or
goods are or will be produced or services that are or will be rendered.
(a) Description of Registrant
Briefly describe the business of registrant and its significant

subsidiaries and include, to the extent material to an
understanding of the registrant:
(i) Principal products or services and their markets

indicating their relative contribution to sales or revenues
of each product or service, or group of related products
or services, which contribute ten percent (10%) or more
to sales or revenues. If the relative contribution to net
income of any product or service, or group of related
products or services, is substantially different than its
relative contribution to sales or revenues, appropriate
information should be given;
(ii) Percentage of sales or revenues and net income

contributed by foreign sales (broken down into major
markets such as western Europe, southeast Asia, etc.)
for each of the last three years;
(iii) Distribution methods of the products or services;
Annex C – SRC Rule 12 1

January 2001
(iv) Status of any publicly-announced new product or service
(e.g. whether in the planning stage, whether prototypes
exist), the degree to which product design has
progressed or whether further engineering is necessary.
Indicate if completion of development of the product
would require a material amount of the resources of the
registrant, and the estimated amount;
(v) Competition. Describe the industry in which the

registrant is selling or expects to sell its products or
services, and where applicable , any recognized trends
within that industry. Describe the part of the industry
and the geographic area in which the business competes
or will compete. Identify the principal methods of
competition (price, service, warranty or product
performance). Name the principal competitors that the
registrant has or expects to have in its area of
competition. Indicate the relative size and financial and
market strengths of the registrant’s competitors. State
why the registrant believes that it can effectively
compete with other companies in its area of competition.
(vi) Sources and availability of raw materials and the names

of principal suppliers; If the registrant is or is expected
to be dependent upon one or a limited number of
suppliers for essential raw materials, energy or other
items, describe. Describe any major existing supply
contracts.
(vii) Disclose how dependent the business is upon a single

customer or a few customers, the loss of any or more of
which would have a material adverse effect on the
registrant and its subsidiaries taken as a whole. Identify
any customers that account for, or based upon existing
orders will account for, twenty percent (20%) or more of
the registrant’s sales; Describe any major existing sales
contracts;
(viii) Transactions with and/or dependence on related parties;
(ix) Summarize the principal terms and expiration dates of

all patents, trademarks, copyrights, licenses, franchises,
concessions, and royalty agreements held; Indicate the
extent to which the registrant’s operations depend, or
are expected to depend, on the foregoing and what
steps are undertaken to secure these rights;
(x) Need for any government approval of principal products

or services. If government approval is necessary and the
registrant has not yet received that approval, discuss the
status of the approval within the government approval
process;

January 2001
(xi) Effect of existing or probable governmental regulations
on the business;
(xii) Indicate the amount spent on research and development

activities, and its percentage to revenues during each of
the last three fiscal years;
(xiii) Costs and effects of compliance with environmental laws

and;
(xiv) State the number of the registrant’s present employees

and the number of employees it anticipates to have
within the ensuing twelve (12) months. Indicate the
number by type of employee (i.e. clerical, operations,
administrative, etc.), whether or not any of them are
subject to collective bargaining agreements (CBA) and
the expiration dates of any CBA. If the registrant’s
employees are on strike, or have been in the past three
(3) years, or are threatening to strike, describe the
dispute. Indicate any supplemental benefits or incentive
arrangements the registrant has or will have with its
employees.
(b) Additional Requirements as to Certain Issues or Issuers
(i) Debt Issues
A statement that the registrant's net worth exceeds P25

million, and if unsecured bonds are to be issued, that the
registrant has been in business for three years, unless
the Commission based upon a consideration of all
aspects of the matter determines that it would not be
inconsistent with the public interest to permit a variation
of these provisions.
(ii) Investment Company Securities
A. a statement of its proposed operation including

the proposed investment objectives and initial
investment plans;
B. a description and copies of proposed

management contracts, distributorship,
underwriting and escrow or custodial
agreements, and such other contracts pertaining
to the investment, management or sale of
securities;
C. a statement of total fees to be charged;
D. description of involvement, if any, by

management or by members of the Board of
Directors in companies in which the investment

January 2001
company will be dealing. A certification
concerning such, under oath, by the President
and Chairman of the Board, or their equivalent in
rank, shall accompany the registration statement.
E an undertaking that he applied has complied with

applicable requirements under the Investment
Company Act and rules adopted thereunder
regarding:
1. its form of organization;
2. minimum subscribed and paid-in capital;
3. composition of Board of Directors;
4. composition of capital stock (common and

voting shares);
5. the waiver of preemptive rights of

shareholders in its Articles of
Incorporation.
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Instructions for Part I, Paragraph (A)(2)(b)(ii)
Investment Companies are regulated by the Investment Company Act and

rules and regulations adopted thereunder. The provisions of subparagraph E. above
are, pursuant to that rule, incorporate conditions for the approval of a registration
statement for securities of an investment company. The provisions of SRC Rule 12
govern registration statements concerning Investment Companies. Definitions in ICA
Rule 35-1 govern the use of similar terms used in this Annex pertaining to investment
companies.
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(iii) Mining and Oil Companies
A statement describing the areas covered by registrant's mining claims, status

of the application and work performed on the claims, if any.
(B) Description of Property.
Give the location and describe the condition of the principal properties (such
as real estate, plant and equipment, mines, patents, etc.) that the registrant
and its subsidiaries own. If the registrant does not have complete ownership
of the property, for example, others also own the property or there is a
mortgage or lien on the property, describe the limitations on ownership.
Indicate also what properties it leases, the amount of lease payments,
expiration dates and the terms of renewal options. Indicate what properties
the registrant intends to acquire in the next twelve (12) months, the cost of

January 2001
such acquisitions, the mode of acquisition (i.e. by purchase, lease or
otherwise) and the sources of financing it expects to use;
(C) Legal Proceedings.
Describe briefly any material pending legal proceedings to which the

registrant or any of its subsidiaries or affiliates is a party or of which any of
their property is the subject. Include the name of the court or agency in which
the proceedings are pending, the date instituted, the principal parties thereto,
a description of the factual basis alleged to underlie the proceeding and the
relief sought. Include similar information as to any such proceedings known to
be contemplated by governmental authorities or any other entity.
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Instructions to Part I Paragraph C
A proceeding that primarily involves a claim for damages does not need to be
described if the amount involved, exclusive of interest and costs, does not exceed
10% of the current assets of the registrant.
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PART II SECURITIES OF THE REGISTRANT
(A) Market Price of and Dividends on Registrant's Common Equity and Related
Stockholder Matters
(1) Market Information
(a) Identify the principal market or markets where the registrant's

common equity is traded. If there is no public trading market, so
state.
(i) If the principal market for the registrant's common

equity is a Stock Exchange in the Philippines or a foreign
Exchange, state the name of that Exchange and give the
high and low sales prices for each quarter within the last
two fiscal years and any subsequent interim period for
which financial statements are required by SRC Rule 68.
If the prices stated are from a foreign Exchange, they
shall be stated in the currency in which they are quoted.
The registrant may translate such prices into Philippine
currency at the official currency exchange rate in effect
on the date the price disclosed was reported on the
foreign exchange, including disclosure of the exchange
rate used for the calculation.
(ii) If the principal market is not an Exchange, state the

frequency with which trading occurs; if sporadic, so
state; give the range of high and low bid information for
the registrant's common equity for each quarter within
the last two fiscal years and any subsequent interim
period for which financial statements are required by

January 2001
SRC Rule 68. Show the source of statements regarding
frequency of trading and the high and low bid
information.
(b) If the information called for by paragraph (A) of this Part is

being presented in a registration statement filed pursuant to
Section 12 or in an annual report filed pursuant to Section 17 or
in an information statement filed pursuant to Section 17.1(b) or
in a proxy statement filed pursuant to Section 20 of the Code,
respectively, the document shall also include price information
as of the latest practicable trading date, and, in the case of
securities to be issued in connection with an acquisition,
business combination or other reorganization, as of the trading
date immediately prior to the public announcement of such
transaction.
(c) If the information called for by paragraph (A) of this Part is

being presented in a registration statement relating to a class of
common equity for which at the time of filing there is no
established public trading market in the Philippines, indicate the
amounts of common equity:
(i) that is subject to outstanding options or warrants to

purchase, or securities convertible into, common equity
of the registrant;
(ii) that is being or has been proposed to be publicly offered

by the registrant, unless such common equity is being
offered pursuant to an employee benefit or stock options
plan, the offering of which could have a material effect
on the market price of the registrant's common equity.
(2) Holders
(a) Set forth the approximate number of holders of each class of

common equity of the registrant as of the latest practicable
date but in no event more than ninety (90) days prior to filing
the registration statement. Include the names of the top twenty
(20) shareholders of each class and the number of shares held
and the percentage of total shares outstanding held by each.
(b) If the information called for by this subparagraph (2) is being

presented in a registration statement filed pursuant to Section
12, or an information statement filed pursuant to Section
17.1(b) or proxy statement filed pursuant to Section 20 of the
Code, that relates to an acquisition, business combination or
other reorganization, indicate the effect of such transaction on
the amount and percentage of present holdings of the
registrant's common equity owned beneficially by:
(i) any person or group who is known to the registrant to be

the beneficial owner of more than five percent (5%) of
any class of the registrant's common equity;

January 2001
(ii) each director and nominee; and
(iii) all directors and officers as a group, and the registrant's

present commitments to such persons with respect to
the issuance of shares of any class of its common
equity.
(c) For purposes of subparagraph (2)(b)(i) hereof, the term "group"

shall mean two or more persons acting as a partnership, limited
partnership, syndicate or other group for the purpose of
acquiring, holding or disposing of securities of an issuer.
(d) If the information called for by this subparagraph (2) is being

presented in a registration statement filed pursuant to Section
12 indicate the effect of such issuance on the amount and
percentage of present holdings of the registrant's common
equity holders. Indicate the effect of the issuance on the
percentage of the registrant’s securities beneficially owned by
foreigners.
(3) Dividends
(a) Discuss any cash dividends declared on each class of its

common equity by the registrant for the two most recent fiscal
years and any subsequent interim period for which financial
statements are required to be presented by SRC Rule 68.
(b) Describe any restrictions that limit the ability to pay dividends
on common equity or that are likely to do so in the future.
(4) Recent Sales of Unregistered Securities
Furnish the following information as to all securities of the registrant

sold by it within the past three (3) years which were not registered
under the Code. Include sales of reacquired securities, as well as new
issues, securities issued in exchange for property, services, or other
securities, and new securities resulting from the modification of
outstanding securities. Indicate whether the issuer received written
confirmation from the Commission under SRC Rule 10.1 that such
exemptive relief from registration was available and, if so, the date
such confirmation was issued :
(a) Securities Sold
Give the date of sale and the title and amount of securities sold.
(b) Underwriters and Other Purchasers
Give the names of the underwriters, if any. If securities were not

publicly offered, identify the persons or the class of persons to
whom the securities were sold; provided however, in connection
with securities sold under Section 10.1 of the Code and SRC
Rule 10.1 (k) thereunder, disclose the date that the required
notice of such sale was provided to the Commission.

January 2001
(c) Consideration
For securities sold for cash, state the total offering price and the
total underwriting discounts or commissions. For securities sold
otherwise than for cash, state the nature of the transaction and
the type and amount of consideration received by the
registrant.
(d) Exemption from Registration Claimed
Indicate the section of the Code or the rule or regulation

under which an exemption from registration is claimed and
state briefly the facts relied upon to make the exemption
available.
(B) Description of Registrant's Securities.
(1) Common or Preferred Stock
(a) State the amount of capital stock of each class issued or

included in the shares of stock to be offered:
(b) If the registrant is offering common equity, describe any

dividend, voting and preemption rights.
(c) If the registrant is offering preferred stock, describe the

dividend, voting, conversion and liquidation rights as well as
redemption or sinking fund provisions.
(d) Describe any other material rights of common or preferred

stockholders.
(e) Describe any provision in the charter or by-laws that would

delay, defer or prevent a change in control of the registrant.
(2) Debt Securities
(a) If debt securities are to be registered:
(i) state the amount of bonded indebtedness outstanding

and to be created by the security to be offered;
(ii) describe provisions in respect to the maturity, interest

rate, conversion, amortization, redemption, sinking fund
or retirement;
(iii) if substitution of any security is permitted, summarize

the conditions under which substitution is permitted. If
substitution without notice is permitted, include a
specific statement to that effect.
(iv) describe all other material provisions giving or limiting

the rights of debtholders. For example, describe

January 2001
subordination provisions, limitations on the declaration
of dividends, restrictions on the issuance of additional
debt, maintenance of asset ratios, security
(collateral), etc.
(v) give the name of any trustee(s) designated by the

indenture and describe the circumstances
under which the trustee is required to act on behalf of
the debtholders.
(3) Stock Options
If stock options are to be registered, the registration statement shall

contain the following:
(a) a listing of persons in whose favor the grant or issuance of

options is to be made indicating the number of shares to be
given to each or, if this cannot be ascertained at the time, the
formula to be used in determining the number of shares, and
the cost per share to the recipients;
(b) the reasons for the grant or issuance, attaching therewith five
(5) copies of the board resolution authorizing such;
(c) a detailed statement as to the plan or scheme by which said

options shall be exercised. If options can be exercised with less
than forty percent (40%) of the total price of the shares so
purchased, disclosure must be made of the method by which
further payments of the exercise price will be made. If the
company provides or arranges for loans to enable officers,
directors or employees to exercise their options, the details of
such arrangements shall be disclosed.
(d) a certification from the Corporate Secretary stating that

authorization for the options was approved in a stockholders
meeting by stockholders holding at least 2/3 of the outstanding
voting shares of the corporation, exclusive of Treasury shares.
The certification shall also state the number of shares
represented at the meeting and the number of shares voted for
and against the proposal to grant options to the directors or
managing groups or its officers.
(4) Securities Subject to Redemption or Call
Where convertible securities that are subject to redemption or call are

being registered, the description of the conversion terms of the
securities shall disclose:
(a) Whether the right to convert or purchase the securities will be

forfeited unless it is exercised before the date specified in a
notice of the redemption or call;
(b) The kinds, frequency and timing of notice of the redemption or
call, including the cities or newspapers in which notice will be
published (where the securities provide for a class of

January 2001
newspapers or group of cities in which the publication may be
made at the discretion of the registrant, the registrant should
describe such provision); and
(c) In the case of bearer securities, that investors are responsible

for making arrangements to prevent loss of the right to convert
or purchase in the event of redemption or call, for example, by
reading the newspapers in which the notice of redemption or
call may be published.
(5) Market Information for Securities Other Than Common Equity
If securities other than common equity are to be registered and there is

an established public trading market for such securities (as that term is
used in paragraph (A)(1) of this Part II) provide market information with
respect to such securities comparable to that required in paragraph (A)
(1).
(6) Other Securities
If securities other than capital stock, debt, investment company

securities, or stock options are to be registered, provide similar
information concerning the material provisions of the securities.
PART III FINANCIAL INFORMATION
(A) Management’s Discussion and Analysis (MD&A) or Plan of Operation.
Registrants that have not had revenues from operations in each of the last
two fiscal years, or the last fiscal year and any interim period in the current
fiscal year for which financial statements are furnished in the disclosure
document, shall provide the information in subparagraph (1) hereof. All
other registrants shall provide the information in subparagraph (2) hereof.
(1) Plan of Operation
Describe the plan of operation for the next twelve (12) months. This
description should include such matters as:
(a) a discussion of how long the registrant can satisfy its cash
requirements and whether it will have to raise additional funds
in the next twelve (12) months;
(b) a summary of any product research and development that the

registrant will perform for the term of the plan;
(c) any expected purchase or sale of plant and significant

equipment; and
(d) any expected significant changes in the number of employees.
(2) Management’s Discussion and Analysis

January 2001
MD&A helps to explain financial results. A reader of the MD&A should
be able to understand the financial results of the registrant’s business
as discussed in the “Business” section. It shall provide information
with respect to liquidity, capital resources and other information
necessary to understanding the registrant’s financial condition and
results of operation.
The discussion and analysis shall focus specifically on material events

and uncertainties known to management that would cause reported
financial information not to be necessarily indicative of future
operating results or of future financial condition. This would include
descriptions and amounts of matters that would have an impact on
future operations and have not had an impact in the past, and matters
that have had an impact on reported operations and are not expected
to have an impact upon future operations.
(a) Full fiscal years
Discuss the registrant's financial condition, changes in financial

condition and results of operations for each of the last three
fiscal years. If the registrant’s financial statement shows losses
from operations, explain the causes underlying these losses and
the steps the registrant has taken or is taking to address these
causes. This discussion should address the past and future
financial condition and results of operation of the registrant,
with particular emphasis on the prospects for the future. The
discussion should also address those key variable and other
qualitative and quantitative factors which are necessary to an
understanding and evaluation of the registrant. If material, the
registrant should disclose the following:
(i) Any known trends or any known demands,

commitments, events or uncertainties that will result in
or that are reasonably likely to result in the registrant’s
liquidity increasing or decreasing in any material way.
The registrant shall indicate balance sheet conditions or
income or cash flow items that it believes may be
indicators of its liquidity condition. The following
conditions shall be indicated: whether or not the
registrant is having or anticipates having within the next
twelve (12) months any cash flow or liquidity problems;
whether or not the registrant is in default or breach of
any note, loan, lease or other indebtedness or financing
arrangement requiring it to make payments; whether or
not a significant amount of the registrant’s trade
payables have not been paid within the stated trade
terms. If a material deficiency is identified, the course of
action that the registrant has taken or proposes to take
to remedy the deficiency should also be indicated. The
registrant should identify and separately describe
internal and external sources of liquidity, and briefly
discuss any sources of liquid assets used.

January 2001
The term “liquidity” refers to the ability of an enterprise
to generate adequate amount of cash to meet its needs
for cash. Liquidity generally must be discussed on both
a long-term and short-term basis.
(ii) Any material commitments for capital expenditures, the

general purpose of such commitments, and the expected
sources of funds for such expenditures should be
described;
(iii) Any known trends, events or uncertainties that have had

or that are reasonably expected to have a material
favorable or unfavorable impact on net sales or revenues
or income from continuing operations should be
described. If the registrant knows of events that will
cause a material change in the relationship between
costs and revenues (such as known future increases in
cost of labor or materials or price increases or inventory
adjustments), the change in the relationship shall be
disclosed.
(iv) Any significant elements of income or loss that did not

arise from the registrant's continuing operations;
(v) The causes for any material changes from period to

period in one or more line items of the registrant's
financial statements; and
(vi) Any seasonal aspects that had a material effect on the

financial condition or results of operations.
(b) Interim Periods
If interim financial statements are included in the registration

statement or report, provide a comparable discussion that will
enable the reader to assess material changes in financial
condition and results of operations since the end of the last
fiscal year and for the comparable interim period in the
preceding year.
(B) Changes in and Disagreements with Accountants on Accounting and Financial

Disclosure.
(1) If during the registrant's two most recent fiscal years or any
subsequent interim period, an independent accountant who was
previously engaged as the principal accountant to audit the registrant's
financial statements, or an independent accountant who was
previously engaged to audit a significant subsidiary and on whom the
principal accountant expressed reliance in its report, has resigned, was
dismissed or otherwise ceased performing services for registrant, state
the name of the previous accountant and the date of his resignation,
dismissal or cessation of performing services for registrant.

January 2001
(2) If there were any disagreements with the former accountant on any
matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure which, if not resolved to the
satisfaction of the former accountant, would have caused it to make
reference to the subject matter of the disagreement(s) in connection
with its report, describe such disagreement.
(3) If there were any disagreements as described in subparagraph (2), the

registrant shall request the former accountant to furnish the registrant
with a letter addressed to the Commission stating whether it agrees
with the statements made by the registrant and, if not, stating the
respects in which it does not agree. The registrant shall file the former
accountant's letter as an exhibit to the report or registration statement
containing this disclosure.
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Instructions to Part III, Paragraph (B)
1. The disclosure called for by paragraph (B) need not be provided if it has been
previously reported).
2. When disclosure is required by paragraph (B) in an annual report filed

pursuant to SRC Rule 17 (2)(a), or in a proxy or information statement filed
pursuant to the requirements of SRC Rule 20 or SRC Rule 17.1(b), the
registrant shall furnish the disclosure required by paragraph (B) to each
accountant who was engaged during the period set forth in paragraph (B)(1)
of this Part III. If any such accountant believes that the statements are
incorrect or incomplete, it may present its views in a brief statement,
ordinarily expected not to exceed 200 words, to be included in the annual
report or proxy or information statement. This statement shall be submitted to
the registrant within ten (10) business days of the date the accountant
receives the registrant's disclosure. The registrant shall file an SEC Form 17-C
along with the annual report or proxy or information statement for the
purpose of filing the written views as exhibits.
3. The information required by Part III, paragraph (B) need not be provided for a
company being acquired by the registrant if the acquiree has not been subject
to the filing requirements of Section 17 of the Code.
4. In determining whether any disagreement or reportable event has occurred,

an oral communication from the engagement partner or another person
responsible for rendering the accounting firm's opinion (or their designee) will
generally suffice as the accountant advising the registrant of a reportable
event or as a statement of a disagreement at the decision-making level within
the accounting firm and requires disclosure under this Item.
PART IV MANAGEMENT AND CERTAIN SECURITY HOLDERS
(A) Directors, Executive Officers, Promoters and Control Persons: This section
requires disclosure of information concerning the background of the

January 2001
registrant’s officers, directors, and other key personnel. A potential investor
who reads this section should be able to consider whether or not these
persons have adequate background and experience to develop and operate
the registrant’s business and make it successful.
(1) Identify Directors, Including Independent Directors, and Executive

Officers
(a) List the names and ages of all directors, including independent
directors, where required under Section 38 of the Code and SRC
Rule 38.1 adopted thereunder, and executive officers and all
persons nominated or chosen to become such; in the case of
an investment company, also provide the names of the
incorporators;
(b) List the positions and offices that each such person held, or will
hold, if known, with the registrant;
(c) Give the person's term of office as a director and the period
during which the person has served;
(d) Briefly describe the person's business experience during the

past five (5) years; and
(e) If a director, identify other directorships held in reporting

companies, naming each company.
(2) Identify Significant Employees
Give the information specified in paragraph (A)(1) for each person who
is not an executive officer but who is expected by the registrant to
make a significant contribution to the business. If the business is
highly dependent on the services of certain key personnel, describe
any arrangements to assure that these persons will remain with the
registrant and not compete upon any termination.
(3) Family Relationships
Describe any family relationships up to the fourth civil degree either by

consanguinity or affinity among directors, executive officers, or
persons nominated or chosen by the registrant to become directors or
executive officers.
(4) Involvement in Certain Legal Proceedings
Describe any of the following events that occurred during the past five
(5) years that are material to an evaluation of the ability or integrity of
any director, any nominee for election as director, executive officer,
underwriter or control person of the registrant:
(a) Any bankruptcy petition filed by or against any business of

which such person was a general partner or executive officer
either at the time of the bankruptcy or within two years prior to
that time;

January 2001
(b) Any conviction by final judgment, including the nature of the
offense, in a criminal proceeding, domestic or foreign, or being
subject to a pending criminal proceeding, domestic or foreign,
excluding traffic violations and other minor offenses;
(c) Being subject to any order, judgment, or decree, not

subsequently reversed, suspended or vacated, of any court of
competent jurisdiction, domestic or foreign, permanently or
temporarily enjoining, barring, suspending or otherwise limiting
his involvement in any type of business, securities, commodities
or banking activities; and
(d) Being found by a domestic or foreign court of competent

jurisdiction (in a civil action), the Commission or comparable
foreign body, or a domestic or foreign Exchange or other
organized trading market or self regulatory organization, to
have violated a securities or commodities law or regulation, and
the judgment has not been reversed, suspended, or vacated.
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Instructions to Part IV, Paragraph (A)(4)
1. For purposes of computing the five (5) year period referred to in this
paragraph, the disclosure period applicable to a final conviction, order,
judgment, decree or sanction shall begin with its date of entry. The disclosure
period applicable to a final order shall commence when the rights of appeal
from such order have lapsed. Any conviction, order, judgment, decree or
sanction that is appealed shall continue to be disclosed until ultimately
reversed, suspended vacated, annulled or otherwise rendered of no effect, at
which time disclosure shall no longer be required. With respect to bankruptcy
and insolvency proceedings, the computation date shall be the date of filing
for uncontested petitions or the date upon which approval of a contested
petition became final. In the case of receiverships and conservatorships, the
computation date shall be the date the receiver or conservator was appointed.
2. The registrant is permitted to explain any mitigating circumstances associated

with actions reported pursuant to subparagraph (4).
3. If the information called for by subparagraph (4) is being presented in a proxy

or information statement, no information need be given respecting any
director whose term of office as a director will not continue after the meeting
to which the statement relates.
4. If the registrant is a partnership or a trust, the information required by

subparagraph (4) shall be provided with respect to each general partner of the
partnership, each trustee of the trust, and any other person providing services
to such entities that are comparable to those provided by the persons
identified in this subparagraph. Where management services are provided to
the registrant by outside parties pursuant to management or service contract
or otherwise, the information called for by subparagraph (4) shall be disclosed
with respect to the persons identified, as well as any other person providing
comparable services on behalf of the registrant.

January 2001
(B) Executive Compensation.
(1) General
(a) All Compensation Covered
This paragraph (B) requires clear, concise and understandable

disclosure of all plan and non-plan compensation awarded to,
earned by, paid to, or estimated to be paid to, directly or
indirectly, the named executive officers designated under
paragraph (B)(1)(b) hereof, directors covered by subparagraph
(3) hereof, and in the aggregate to all officers and directors as a
group during the last two completed fiscal years and the
ensuing fiscal year, by any person for all services rendered in all
capacities to the registrant and its subsidiaries, unless
otherwise specified; provided, however, except as to all officers
and directors as a group, that no disclosure need be provided
for any executive officer, other than the Chief Executive Officer
(CEO) and the four (4) most highly compensated, whose total
annual salary and bonus, as so determined, does not exceed
P500,000.00. All such compensation shall be reported even if
also called for by another requirement, including transactions
between the registrant and a third party where the primary
purpose of the transaction is to furnish compensation to any
such named executive officer or director unless information as
to such transaction has been reported pursuant to paragraph
(D) of this Part IV. No item reported as compensation for one
fiscal year need be reported as compensation for a subsequent
fiscal year.
(b) Persons Covered
Disclosure shall be provided for each of the following (the

"named executive officers"):
(i) all individuals serving as the registrant's CEO or acting in

a similar capacity during the last completed fiscal year,
regardless of compensation level;
(ii) the registrant's four most highly compensated executive

officers other than the CEO who were serving as
executive officers at the end of the last completed fiscal
year;
**************************************************************

January 2001
Instructions to Part IV, Paragraph (B)(1)(b)
Determination of Most Highly Compensated Executive Officers. The

determination as to which executive officers are most highly compensated shall be
made by reference to total annual salary and bonus for the last completed fiscal year
(as required to be disclosed pursuant to paragraph (B)(2)(a) and (b), but including the
peso value of salary or bonus amounts forgone pursuant to Instruction 3 to paragraph
(B) (2) (b)(iii) a. and b. hereof.
****************************************************************
(c) Definition
For purposes hereof the term plan includes, but is not limited
to, the following: any plan, contract, authorization or
arrangement, whether or not set forth in any formal documents,
pursuant to which the following may be received: cash, stock,
stock options, warrants, convertible securities, and similar
instruments. A plan may be applicable to one person.
Registrants may omit information regarding group life, health,
hospitalization, medical reimbursement or relocation plans that
do not discriminate in scope, terms or operation, in favor of
executive officers or directors of the registrant and that are
available generally to all salaried employees.
(2) Summary Compensation Table
(a) General. The information specified in paragraph (B)(2)(b)

hereof, concerning the compensation of the named executive
officers, and in the aggregate as to all officers and directors as a
group, shall be supplied for each of the registrant's last two
completed fiscal years, and shall be provided in a Summary
Compensation Table, in the tabular format specified below.
SUMMARY COMPENSATION TABLE
Annual Compensation
______________________________________________________________________________________
(a) (b) (c) (d)
(e)
Name and Other Annual
Principal position Year Salary (P) Bonus (P) Compensation

January 2001
______________________________________________________________________________________
CEO _____
_____
A ______
______
B ______
______
C ______
______
D ______
E All other officers and

directors as a
group unnamed
____________________________________________________________________________________
(b) The Table shall include:
(i) The name and principal position of the executive officer

(column (a));
(ii) Fiscal year covered (column (b));
(iii) Annual compensation, directly or indirectly, (columns (c),

(d) and (e)), including:
(A) The peso value of base salary (cash and non-

cash) earned by the named executive officer
during the fiscal year covered (column (c)).
(B) The peso value of bonus (cash and non-cash)

earned by the named executive officer during the
fiscal year covered (column (d)); and
************************************************************
Instructions to Part IV, Paragraph (B) (2)(b)(iii) A and B
1. Amounts deferred at the election of a named executive officer shall be

included in the salary column [column (c)] or bonus column [column (d)], as
appropriate, for the fiscal year in which earned. If the amount of salary or
bonus earned in a given fiscal year is not calculable through the latest
practicable date, that fact must be disclosed in a footnote and such amount
shall be disclosed in the subsequent fiscal year in the appropriate column for
the fiscal year in which earned.
2. For stock or any other form of non-cash compensation, disclose the fair
market value at the time the compensation is awarded, earned or paid.
3. Registrants need not include in the salary column [column (c)] or bonus
column [column (d)] any amount of salary or bonus forgone at the election of
a named executive officer pursuant to a registrant program under which
stock, stock-based or other forms of non-cash compensation may be received
by a named executive in lieu of a portion of annual compensation earned in a
covered fiscal year. However, the receipt of any such form of non-cash

January 2001
compensation in lieu of salary or bonus earned for a covered fiscal year shall
be disclosed in a footnote to the salary or bonus column.
*************************************************************
c. The peso value of other annual compensation not
properly categorized as salary or bonus, as
follows [column (e)]:
1. Perquisites and other personal benefits,

securities or property, if the aggregate
amount of such compensation is ten
percent (10%) or more of the total of
annual salary and bonus reported for the
named executive officer in columns (c)
and (d);
2. Amounts reimbursed during the fiscal year

for the payment of taxes; and
3. The peso value of the difference between

the price paid by a named executive
officer for any security of the registrant or
its subsidiaries purchased from the
registrant or its subsidiaries (through
deferral of salary or bonus, or otherwise),
and the fair market value of such security
at the date of purchase, unless that
discount is available generally, either to all
security holders or to all salaried
employees of the registrant.
*********************************************************************
Instructions to Part IV, Paragraph (B)(2)(b)(iii)(C)
1. Each perquisite or other personal benefit exceeding twenty five percent (25%)
of the total perquisites and other personal benefits reported for a named
executive officer shall be identified by type and amount in a footnote or
accompanying narrative discussion to column (e).
2. Perquisites and other personal benefits shall be valued on the basis of the
aggregate incremental cost to the registrant and its subsidiaries.
******************************************************************
(iv) On line E, provide the information required by columns

(a) through (e) in the aggregate for all officers and
directors as a group, including the named executive
officers, without naming the individuals and irrespective
of the amount of their individual compensation.
(v) The information required by column (a) through (e) may

be provided in the aggregate for the CEO and the four

January 2001
(4) most highly compensated officers other than the
CEO, all of whom shall be individually named.
(3) Compensation of Directors
(a) Standard Arrangements. Describe any standard arrangements,

stating amounts, pursuant to which directors of the registrant
are compensated, or are to be compensated, directly or
indirectly, for any services provided as a director, including any
additional amounts payable for committee participation or
special assignments, for the last completed fiscal year and the
ensuing year.
(b) Other Arrangements. Describe the material terms of any other

arrangements, including consulting contracts, pursuant to which
any director of the registrant was compensated, or is to be
compensated, directly or indirectly, during the registrant's last
completed fiscal year, and the ensuing year, for any service
provided as a director, stating the amount paid and the name of
the director.
(4) Employment Contracts and Termination of Employment and Change-in-

Control Arrangements.
Describe the terms and conditions of each of the following contracts or

arrangements:
(a) Any employment contract between the registrant and a named

executive officer; and
(b) Any compensatory plan or arrangement, including payments to

be received from the registrant, with respect to a named
executive officer, if such plan or arrangement results or will
result from the resignation, retirement or any other termination
of such executive officer's employment with the registrant and
its subsidiaries or from a change-in-control of the registrant or a
change in the named executive officer's responsibilities
following a change-in-control and the amount involved,
including all periodic payments or installments, which exceeds
P2,500,000.
(5) Warrants and Options Outstanding: Repricing
(a) Furnish information on all outstanding warrants or options held

by the registrant's CEO, the named executive officers, and all
officers and directors as a group. This information shall be
furnished in tabular form showing the amount of warrants or
options held by the CEO and each of the named executive
officers, and all officers and directors as a group, total warrants
or options outstanding, date of grant, exercise price, market
price on the date of grant, the expiration date and a detailed
statement as to the plan or scheme by which said warrants or
options shall be exercised.

January 2001
(b) If at any time during the last completed fiscal year, the
registrant, while a reporting company, has adjusted or amended
the exercise price of stock warrants or options previously
awarded to any of the officers and directors covered by
subparagraph (a) hereof, whether through amendment,
cancellation or replacement grants, or any other means, the
registrant shall explain in reasonable detail any such repricing
of warrants or options held by such officers or directors in the
last completed fiscal year, as well as the basis for each such
repricing.
(C) Security Ownership of Certain Record and Beneficial Owners and

Management.
(1) Security Ownership of Certain Record and Beneficial Owners
Complete the table below for any person (including any "group") who is
known to the registrant to be directly or indirectly the record or
beneficial owner of more than 5% of any class of registrant's voting
securities.
______________________________________________________________________________________
(1) Title of class (2) Name and address (3) Amount and nature (4)
Percent
of owner of ownership of
(indicate record class
and/or beneficial)
______________________________________________________________________________________
(2) Security Ownership of Management
Furnish the following information, as of the date the registration

statement is filed, in substantially the tabular form indicated, as to
each class of equity securities of the registrant or any of its parents or
subsidiaries other than directors' qualifying shares, beneficially owned
by all directors and nominees, naming them, each of the named
executive officers as defined in paragraph (B)(1)(b)of this Part IV, and
directors and executive officers of the registrant as a group, without
naming them. Show in column (3) the total number of shares
beneficially owned and in column (4) the percent of class so owned. Of
the number of shares shown in column (3), indicate, by footnote or
otherwise, the amount of shares with respect to which such persons
have the right to acquire beneficial ownership.
(1) Title of class (2) Name of beneficial (3) Amount and nature of (4)
Percent of Owner
beneficial ownership Class
______________________________________________________________________________________

January 2001
(3) Voting Trust Holders of 5% Or More
Where persons hold more than 5% of a class under a voting trust or

similar agreement, provide the following:
(a) the title of such securities;
(b) the amount that they hold under the trust or agreement (if not
clear from the table);
(c) the duration of the agreement;
(d) the names and addresses of the voting trustees; and
(e) a brief outline of the voting rights and other powers of the
voting trustees under the trust or agreement.
(4) Changes in Control
Describe any arrangements which may result in a change in control of

the registrant.
(5) Definitions--For purposes of this paragraph (C):
(a) Beneficial Ownership shall mean
(i) Any person who, directly or indirectly, through any

contract, arrangement, understanding, relationship or
otherwise has or shares:
A. voting power, which includes the power to vote,

or to direct the voting of, such security; or
B. investment returns or power, which includes the

power to dispose, or to direct the disposition of,
such security.
(ii) Any person who, directly or indirectly, creates or uses a

trust, proxy, power of attorney, pooling arrangement or
any other contract, arrangement or device with the
purpose or effect of divesting such person of beneficial
ownership of a security or preventing the vesting of such
beneficial ownership.
In areas covered by nationality requirements of the

Constitution, and a corporation is named or reported as
a beneficial owner, the beneficial ownership of that
corporation shall be traced as far back as necessary to
find the actual natural person, or natural persons acting
together, to direct the voting or disposition of the shares
held by the corporation.
(b) For purposes of this paragraph (C) “upper case”, the term
"group" shall mean two or more persons acting as a

January 2001
partnership, syndicate, or other group for the purpose of
acquiring, holding or disposing of securities of an issuer.
********************************************************************
Instructions to Part IV, Paragraph (C)
1. Of the number of shares shown in column (3) of paragraph (C)(1) and (2),
state in a footnote the amount of additional shares which the listed beneficial
or record owner has the right to acquire within thirty (30) days, from options,
warrants, rights, conversion privilege or similar obligations, or otherwise.
2. Calculate the percentages in column (4) on the basis of the amount of

outstanding securities plus, for each person or group, any securities that
person or group has the right to acquire within thirty (30) days pursuant to
options, warrants, conversion privileges or other rights.
3. All securities of the same class beneficially owned by a person, regardless of

the form that such beneficial ownership takes, shall be totaled in calculating
the number of shares beneficially owned by such person.
4. Where the registrant lists more than one beneficial owner for the same
securities, adequate disclosure should be included to avoid confusion.
*******************************************************************
(D) Certain Relationships and Related Transactions.
This item requires extensive disclosure of transactions (or series of similar

transactions) with or involving the company or any of its subsidiaries in which
a director, executive officer, or stockholder owns ten percent (10%) or more of
total outstanding shares and members of their immediate family had or is to
have a direct or indirect material interest. Complying with this item requires a
very careful review of all transactions that involve insiders or their immediate
families during the last two years.
(1) Describe any transaction during the last two years, or proposed
transactions, to which the registrant was or is to be a party, in which
any of the following persons had or is to have a direct or indirect
material interest. Give the name of the person, the relationship to the
issuer, nature of the person's interest in the transaction, and the
amount of such interest:
(a) Any director or executive officer of the registrant;
(b) Any nominee for election as a director;
(c) Any security holder named in response to Part IV, paragraph (C)

January 2001
(d) Any member of the immediate family (including spouse,
parents, children, siblings, and in-laws) of any of the persons in
subparagraph (1)(a), (b) or (c) of this paragraph (D).
(2) No information need be included for any transaction where:
(a) The transaction involves services at rates or charges fixed by

law or governmental authority;
(b) The transaction involves services as a bank depository of funds,

transfer agent, registrar, trustee under a trust indenture, or
similar services;
(c) The amount involved in the transaction or a series of similar

transactions is less than P500,000.00; or
(d) The interest of the person arises solely from the ownership of
securities of the registrant and the person receives no extra or
special benefit that was not shared equally (pro rata) by all
holders of securities of the class.
(3) List all parents of the registrant showing the basis of control and as to
each parent, the percentage of voting securities owned or other basis
of control by its immediate parent if any.
(4) Transactions with Promoters. Issuers organized within the past five (5)
years shall:
(a) State the names of the promoters, the nature and amount of
anything of value (including money, property, contracts, options
or rights of any kind) received or to be received by each
promoter, directly or indirectly, from the issuer and the nature
and amount of any assets, services or other consideration
received or to be received by the registrant; and
(b) As to any assets acquired or to be acquired from a promoter,

state the amount at which the assets were acquired or are to be
acquired and the principle followed or to be followed in
determining such amount and identify the persons making the
determination and their relationship, if any, with the registrant
or any promoter. If the assets were acquired by the promoter
within two years prior to their transfer to the issuer, also state
the cost thereof to the promoter.
(5) For purposes of this Part IV, paragraph (D), a person does not have an
indirect material interest in a transaction where:
(a) The interest arises only:
(i) from such person's position as a director of another

corporation or organization (other than a partnership)
which is a party to the transaction; and/or

January 2001
(ii) from the total ownership (direct or indirect) by all
specified persons of less than a five percent (5%) equity
interest in another person (other than a partnership)
which is a party to the transaction;
(b) The interest arises only from such person's position as a limited
partner in a partnership in which he and all other specified
persons had an interest of less than five percent (5%); or
(c) The interest of such person arises solely from holding an equity
interest (but not a general partnership interest) or a creditor
interest in another person that is a party to the transaction and
the transaction is not material to such other person.
************************************************************
Instructions to Part IV, Paragraph (D)
1. Include information for any material underwriting discounts and commissions

upon the sale of securities by the registrant where any of the specified
persons was or is to be an underwriter or is a controlling person or member of
a firm that was or is to be an underwriter.
2. As to any transaction involving the purchase or sale of assets by or to the

registrant otherwise than in the ordinary course of business, state the cost of
the assets to the purchaser and if acquired by the seller within two years
before the transaction, the cost thereof to the seller.
*********************************************************
PART V REGISTRATION STATEMENT AND PROSPECTUS PROVISIONS
(A) Front of Registration Statement and Outside Front Cover Page of Prospectus.
On the outside front cover page of the prospectus, the information provided shall
be in an easily readable style and format and include, at a minimum, the
following information:
(1) Name of the issuer
(2) The terms of the offer including:
(a) Description and amount of securities offered;
(b) Public offering price, or the offering price range in the case of a
preliminary prospectus;
(c) Where the securities will be traded (exchange or over-the-

counter);
(3) Name(s) of the underwriter(s)
(4) The date of the prospectus

January 2001
(5) The following statement in bold face 12 point type, prominently
displayed:
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT

APPROVED THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS ACCURATE OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE
AND SHOULD BE REPORTED IMMEDIATELY TO THE SECURITIES
AND EXCHANGE COMMISSION.
(B) Inside Front Cover and First Two or More Pages of Prospectus.
(1) If not included on the cover of the prospectus, provide the following
information on the inside front cover:
(a) Number of shares offered by current stockholders;
(b) Total number of shares outstanding after the offering;
(c) Total proceeds raised by the offering;
(d) Brief description of use of proceeds from the offering;
(e) Underwriters' fees;
(f) Dividend policy;
(g) Address and telephone number of the company's principal office.
(2) Table of Contents.
(3) Brief description of the company's business. More detailed information

shall be provided in the body of the prospectus under Item 11 of SEC
Form 12-1.
(4) Summary paragraph or key points characterizing the risks of the offering
under the caption “Risks of Investing”. More detailed information shall
be provided under Item 3 of SEC Form 12-1.
(5) Summary financial information in tabular or graphic form which is useful

to potential investors. Such information shall be summarized from the
more detailed financial statement information required under Item 12 of
SEC Form 12-1. Data shall include, but need not be limited to, the
following:
(a) Abbreviated income statement data for prior two years;
(b) Abbreviated balance sheet data for the prior two years.
(6) A Glossary which defines all technical terms used in the prospectus.
(7) The following statement in bold face 12 point type, prominently

displayed, in the case of a preliminary prospectus:

January 2001
A REGISTRATION STATEMENT RELATING TO THESE SECURITIES
HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION BUT HAS NOT YET BEEN DECLARED EFFECTIVE.
NO OFFER TO BUY THE SECURITIES CAN BE ACCEPTED AND NO
PART OF THE PURCHASE PRICE CAN BE ACCEPTED OR RECEIVED
UNTIL THE REGISTRATION STATEMENT HAS BECOME EFFECTIVE,
AND ANY SUCH OFFER MAY BE WITHDRAWN OR REVOKED,
WITHOUT OBLIGATION OF COMMITMENT OF ANY KIND, AT ANY
TIME PRIOR TO NOTICE OF ITS ACCEPTANCE GIVEN AFTER THE
EFFECTIVE DATE. AN INDICATION OF INTEREST IN RESPONSE
HERETO INVOLVES NO OBLIGATION OR COMMITMENT OF ANY
KIND. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER
TO SELL OR THE SOLICATION OF AN OFFER TO BUY.
(8) In the case of a prospectus that has become effective, the following
statement in bold face 12 point type, prominently displayed, and signed
by the president under oath:
ALL REGISTRATION REQUIREMENTS HAVE BEEN MET AND ALL

INFORMATION CONTAINED HEREIN IS TRUE AND CURRENT.
(C) Risk Factors.
Under the caption "Risk Factors", registrant shall list in the order of importance
and discuss fully the factors that make the offering speculative or risky (i.e.
those factors which constitute the greatest threat that the investment in the
securities will be lost in whole or in part, or not provide an adequate return).
These factors may include, among other things, an absence of operating
history of the registrant, no recent profit from operations, poor financial
position, the kind of business in which the registrant is engaged or proposes to
engage, or no market for the registrant's securities.
(D) Specialized Registrants.
(1) Investment Companies
In addition to the other requirements contained herein as appropriate,

the prospectus of an investment company shall contain:
(a) a description of the investment fund, its classification in

accordance with categories stated in rules adopted under the
Investment Company Act, its investment objectives and initial
investment plans.
(b) a statement of investment restrictions, including ceilings per

company or industry, liquidity standards and portfolio mix;
(c) terms of the issue and pricing of securities issued or to be

issued by the investment company, sales load, minimum size
requirements, income distribution policy and procedures in the
purchase and sale of such securities;
(d) in the case of redeemable securities, the method and basis of

computation of net asset value; manner and method of

January 2001
redemption; authorized redemption centers; minimum holding
periods, and redemption charges, if any;
(e) the extent of participation or ownership by members of the

Board of Directors and management in the equity and/or debt
securities issued by the investment company;
(f) principal responsibilities of the underwriters, selling agents,

investment advisors/managers, custodian and independent
auditor;
(g) audited financial statements as of a date not earlier than ninety

(90) days from the date of the filing of the registration
statement; and
(h) schedule of investments (portfolio) indicating issuer, cost and

market value.
(E) Use of Proceeds
(1) State the principal purposes for which the net proceeds of the offering
will be used, indicating the approximate amount intended to be used
for each such purpose. Where the registrant has no current specific
plan for the proceeds, or a significant portion thereof, the registrant
shall so state and discuss the principal reasons for the offering.
Where less than all of the securities to be offered may be sold and
more than one use is listed for the proceeds, the registrant shall
indicate the order of priority of such purposes and discuss its plans if
substantially less than the maximum proceeds are obtained.
If any material amounts of other funds are necessary to accomplish the

specified purpose(s) for which the offering is made, the registrant shall
state the amounts and sources of such other funds needed.
If a material amount of proceeds will discharge debt, state the interest

rate and maturity. If that debt was incurred within one year, describe
the use of the proceeds of that debt.
If any material amount of the proceeds is to be used to acquire assets

or finance the acquisitions of other businesses, describe the assets or
businesses and identify the persons from whom they will be bought.
State the cost of the assets and, where such assets are to be acquired
from affiliates of the registrant or their associates, give the names of
the persons from whom they are to be acquired and set forth the
principle followed in determining the cost to the registrant.
If any of the proceeds are to be used to reimburse any officer, director,

employee or shareholder for services rendered, assets previously
transferred, money loaned or advanced, or otherwise, explain.
(2) Investment Companies

January 2001
State that the proceeds from the sale of securities, including the
original subscription payments at the time of incorporation constituting
the original paid-in capital of the investment company, shall be held by
a custodian bank referred to in rules adopted under the Investment
Company Act.
(F) Determination of Offering Price.
(1) Common equity
Where common equity is being registered for which there is no

established public trading market for purposes of Part III, paragraph
(A), or where there is a material disparity between the offering price of
the common equity being registered and the market price of
outstanding shares of the same class, describe the various factors
considered in determining such offering price.
The following factors may be relevant to the price at which the

securities are being offered: after-tax earnings, price/earnings
multiple, net tangible book value per share.
(2) Rights and convertible securities
Where rights or convertible securities exercisable for common equity

for which there is no established public trading market for purposes of
Part III, paragraph (a) are being registered, describe the various factors
considered in determining their exercise or conversion price.
(G) Dilution.
Where common equity securities are being registered and there is a

substantial disparity between the public offering price and the effective cash
cost to officers, directors, promoters and affiliated persons of common equity
acquired by them in transactions during the past five (5) years, or which they
have the right to acquire, and the registrant is not subject to the reporting
requirements of Section 17 of the Code immediately prior to filing of the
registration statement, there shall be included a comparison of the public
contribution under the proposed public offering and the effective cash
contribution of such persons. In such cases, and where common equity
securities are being registered by a registrant that has had losses in each of
its last three fiscal years, or from inception if shorter, and there is a material
dilution of the purchasers' equity interest, the following shall be disclosed:
(1) The net tangible book value per share before and after the distribution.
For this purpose, net tangible book value means total assets (exclusive
of copyrights, patents, goodwill, research and development costs, pre-
operating costs, and similar intangible assets) minus total liabilities.
(2) The amount of the increase in such net tangible book value per share
attributable to the cash payments made by purchasers of the shares
being offered; and

January 2001
(3) The amount of the immediate dilution from the public offering price
which will be absorbed by such purchasers.
H. Selling Security Holders.
If any of the securities to be registered are to be offered for the

account of security holders, name each such security holder, indicate the
nature of any position, office, or other material relationship which the selling
security holder has had within the past three years with the registrant or any
of its predecessors or affiliates, and state the amount of securities of the class
owned by such security holder prior to the offering, the amount to be offered
for the security holder's account, the amount and (if one percent or more) the
percentage of the class to be owned by such security holder after completion
of the offering.
*******************************************************************
Instruction to Part V, Paragraph (H)
Responses to Part V, paragraph (H) may be combined with disclosure in

response to Part IV, Paragraph (C), Security Ownership of Certain Record and
Beneficial Owners and Management.
*********************************************************************
(I) Plan of Distribution This section requires the disclosure of the amount of
compensation to the selling agents and underwriters, and the nature of any
relationships between them and the registrant. After reviewing the
information contained herein, a potential investor should be in a better
position to assess the extent to which he may rely upon any recommendation
by the underwriter or selling agent to buy the securities.
(1) Underwriters and underwriting obligation
(a) State the name of the lead underwriter(s), and the respective
amounts underwritten. Identify each underwriter having a
material relationship with the registrant and describe the nature
of the relationship. State briefly the nature of the obligation of
the underwriter(s) to take the securities.
(b) If any of the underwriters has a contract or other arrangement

with the issuer by which the underwriter may put back to the
issuer any unsold securities of the offering, so state, and submit
a copy of the agreement or, if oral, state the substance thereof.
(2) New underwriters
Describe the business experience of the lead underwriter. If such

underwriter has been in business less than three years, state their
principal business function and identify any material relationships

January 2001
between the promoters of the issuer and the underwriter(s). This
information need not be given if the issuer is a reporting company and
an offering has no material risks.
(3) Other Distributions
Outline briefly the plan of distribution of any securities to be registered

that are to be offered otherwise than through underwriters.
(a) If any securities are to be offered pursuant to a dividend or

interest reinvestment plan the terms of which provide for
the purchase of some securities on the market, state
whether the registrant or the participant pays fees,
commissions, and expenses incurred in connection with the
plan. If the participant will pay such fees, commissions and
expenses, state the anticipated cost to participants by
transaction or other convenient reference.
(b) If the securities are to be offered through the selling efforts of

Broker Dealers, describe the plan of distribution and the terms
of any agreement, arrangement, or understanding entered into
with Broker Dealers prior to the effective date of the registration
statement, including volume limitations on sales, parties to the
agreement and the conditions under which the agreement may
be terminated. If known, identify the Broker Dealer which will
participate in the offering and state the amount to be offered
through each.
(c) If any of the securities being registered are to be offered

otherwise than for cash, state briefly the general purposes of
the distribution, the basis upon which the securities are to be
offered, the amount of compensation and other expenses of
distribution, and by whom they are to be borne. If the
distribution is to be made pursuant to a plan of acquisition,
reorganization, readjustment or succession, describe briefly the
general effect of the plan and state when it became or is to
become operative.
(d) As to any material amount of assets to be acquired under the

plan, other than in the ordinary course of business, describe
briefly and state the cost of the assets and, where the assets
are to be acquired from affiliates of the registrant or their
associates, give the names of the persons from whom they are
to be acquired and set forth the principle followed in
determining the cost to the registrant.
(4) Underwriters' Compensation
(a) To the extent not set forth on the cover page of the prospectus,
describe the discounts and commissions paid or to be paid,
directly or indirectly, to the underwriters.
(b) For purposes of this paragraph (I)(4), "commissions" shall

include all cash, securities, contracts, or anything of value, paid,

January 2001
to be set aside, or disposed of, or understandings with or for the
benefit of any other person in which any underwriter is
interested, made in connection with the sale of the security to
be issued. A commission paid or to be paid in connection with
the sale of such security by a person in which the issuer has an
interest or which is controlled by, or under common control
with, the issuer shall be deemed to have been paid by the
issuer. Where any such commission is paid, the amount of such
commission paid to each underwriter shall be stated.
(5) Underwriter's Representative on the Board of Directors
Describe any arrangement whereby the underwriter has the right to

designate or nominate a member or members of the board of directors
of the registrant. Identify any director so designated or nominated and
indicate any relationship with the registrant.
(6) Designated Shares and Allocations
State whether any shares are designated to be sold to specified

persons and, if so, name them and the amount of the shares to be so
designated. State the manner in which shares are to be allocated to
an Exchange and/or to its members, or by an Exchange to its
members.
(J) Brokers/Dealers' Compensation
State briefly the discounts and commissions to be allowed or paid to Broker

Dealers, including all cash, securities, contracts or other considerations to be
received by any Broker Dealer in connection with the sale of the securities.
(K) Finders
Identify any finder and, if applicable, describe the nature of any material
relationship between such finder and the registrant, its officers, directors,
principal stockholders, finders or promoters or the underwriter(s), or if there is
a lead underwriter(s), the lead underwriter(s), (including, in each case,
affiliates or associates thereof).
(L) Interests of Named Experts and Independent Counsel
(1) Direct or Indirect Interest in Registrant
If an "expert" or "independent counsel" hired on a contingent basis will

receive a direct or indirect interest in the registrant or was a promoter,
underwriter, voting trustee, director, officer, or employee, of the
registrant, describe the contingent basis, interest, or connection;
provided, however, the registrant does not need to disclose the
interest of an expert (other than an accountant) or independent
counsel if their interest (including the fair market value of all securities
of the registrant received and to be received, or subject to options,
warrants or rights received or to be received) does not exceed P
500,000.00.

January 2001
(2) Definitions
(a) Expert is a person who is named as preparing or certifying all or

part of the registrant's registration statement or a report or
valuation for use in connection with the registration statement.
(b) Independent Counsel is independent counsel named in the
prospectus as having given an opinion on the validity of the
securities being registered or upon other legal matters
concerning the registration or offering of the securities.
(M) Other Expenses of Issuance and Distribution.
Give an itemized statement of all expenses of the offering, other than

underwriting discounts and commissions. If any of the securities are
registered for sale by security holders, state how much of the expenses the
security holders will pay.
(1) The itemized list should generally include registration fees, taxes,
trustees' and transfer agents' fees, costs of printing and engraving,
legal, accounting, and engineering fees and any listing fees.
(2) Include as a separate item any premium paid by the registrant or any
selling security holder on any policy to insure or indemnify directors or
officers against any liabilities they may incur in the registration,
offering, or sale of these securities.
(3) If the amounts of any items are not known, give estimates but identify
them as such.
(N) Authorization Re: Issuer’s Bank Accounts.
As part of the registration statement for the offering of any class of securities,
all registrants shall submit a continuing authorization to the Commission
enabling its duly authorized representatives to access, inspect and copy all of
the registrant’s bank accounts, including all such accounts held by the issuer,
its subsidiaries and its affiliates and persons under common control with or by
the issuer. This authorization shall be for all banks, domestic or foreign,
wherein accounts are maintained and shall be continuous with registration
with the Commission.
Part VI EXHIBITS
(A) Exhibits and Index of Exhibits Required.
(1) Five (5) copies each of the exhibits required in the exhibit table shall be
filed or incorporated by reference as part of the registration statement
or specified report.
(2) Each filing shall have an index of exhibits. The exhibit index shall list
exhibits in the same order as the exhibit table. If the exhibits are
incorporated by reference, this fact should be noted in the exhibit
index. In the manually signed registration statement or report, the
exhibit index should give the page number of each exhibit.

January 2001
(3) If a material contract or plan of acquisition, reorganization,
arrangement, liquidation or succession is executed or becomes
effective during the reporting period covered by a SEC Form 17-Q or
SEC Form 17-A, it shall be filed as an exhibit to the FORM 17-Q or
FORM 17-A filed for the corresponding period. Any amendment or
modification to a previously filed exhibit to a FORM 17-Q or 17-A shall
be filed as an exhibit to a FORM 17-Q or FORM 17-A. Such amendment
or modification need not be filed where the previously filed exhibit
would not be currently required.
**************************************************************
Instructions to Part VI, Paragraph (A)
1. If an exhibit (other than an opinion or consent) is filed in preliminary form and

is later changed to include only interest, dividend or conversion rates,
redemption or conversion prices, purchase or offering prices, underwriters' or
dealers' commissions, names, addresses or participation of underwriters or
similar matters and the information appears elsewhere in the registration
statement or a prospectus, no amendment need be filed.
2. Registrants may file copies of each exhibit, rather than originals, except as
otherwise specifically noted.
**********************************************************************
EXHIBIT TABLE
SECURITIES REGULATION CODE FORMS
12-1 17-C 17-Q 17-A

(1) Publication of Notice
X
re: Filing
(2) Underwriting Agreement X X
(3) Plan of Acquisition,
Reorganization, Arrangement,
X X X X
Liquidation, or Succession
(4) (A) Articles of Incorporation X
(B) By-laws X
(5) Instruments Defining the Rights
of Security Holders, Including X X X X
Indentures
(6) Opinion re: Legality X
(7) Opinion re: Tax Matters X
(8) Voting Trust Agreement X X X
(9) Material Contracts X X X
(10) Annual Report to Security
Holders, FORM 17-Q or
X X X
Quarterly Report to
Security Holders--n1
(11) Material Foreign Patents X

January 2001
(12) Letter re: Unaudited Interim
X X
Financial Information
(13) Letter re: Change in Certifying
X X X
Accountant--n2
(14) Letter re: Director Resignation X
(15) Letter re: Change in Accounting
X
Principles
(16) Report Furnished to Security
X X
Holders
(17) Other Documents or Statements
to X
Security Holders
(18) Subsidiaries of the Registrant X X
(19) Published Report Regarding
Matters Submitted to Vote of X X
Security Holders
(20) Consents of Experts and
Indepen- X X--n3 X--n3 X--n3
dent Counsel
(21) (a) Power of Attorney X X X X
(b) Power of Attorney--Foreign
X
Registrant
(22) Statement of Eligibility of
X
of Trustee
(23) Exhibits To Be Filed With
X
Bond Issues
(24) Exhibits To Be Filed With
X
Stock Options Issues
(25) Exhibits To Be Filed By
X
Investment Companies
(26) Curriculum Vitae and Photo-
graphs of Officers and Members X
of the Board of Directors
(27) Copy of the BOI Certificate for
X
BOI Registered Companies
(28) Authorization re: Registrant’s
X
Bank Accounts.
(29) Additional Exhibits X X X X
(30) Copy of Board Resolution

approving the securities
X
offering and authorizing the filing
of the Registration Statement
(31) Duly verified resolution of the
issuer’s Board of Directors
approving the disclosures
contained in the registration X
statement and assuming
liability for the information
contained therein

January 2001
n1 In the case of the SEC Form 17-A, where the annual report to security
holders is incorporated by reference into the text of the FORM 17-A. Note: SRC Rule
12.2 prohibits information from being incorporated by reference in the prospectus.
n2 If required pursuant to Part III, paragraph B(3) of this Annex C.
n3 Where the opinion of the expert or independent counsel has been

incorporated by reference into a previously filed SEC Form 12-1 registration
statement.
(B) Description of Exhibits.
Set forth below is a description of each document listed in the exhibit table.
(1) Publication of Notice re: Filing
An undertaking that registrant will publish notice of the filing of the

registration statement once per week for two consecutive weeks in two
newspapers of general circulation in the Philippines stating that a
registration statement for the sale of the subject securities has been
filed with the Commission, that it and the papers attached thereto are
open for inspection at the Commission during business hours by
interested parties, that copies thereof can be obtained at the
Commission at a reasonable charge. The required format for the
publication is contained in Annex A hereto. This notice shall be filed
with this exhibit.
(2) Underwriting Agreement
Each underwriting contract or agreement with an underwriter for the

distribution of securities.
(3) Plan of Acquisition, Reorganization, Arrangement, Liquidation or

Succession
Any such plan described in the filing. Schedules or attachments may

be omitted if they are listed in the index and provided to the
Commission upon request.
(4) Articles of Incorporation and Bylaws
(a) A complete copy of the articles of incorporation. Whenever

amendments to articles of incorporation are filed, a complete
copy of the articles, as amended, shall be filed.
(b) A complete copy of the by-laws. Whenever amendments to the

bylaws are filed, a complete copy of the by-laws as amended
shall be filed.
(5) Instruments Defining The Rights of Security Holders, Including

Indentures
(a) All instruments defining the rights of holders of the equity or

debt securities being registered including, where applicable, the

January 2001
relevant portion of the articles of incorporation or by-laws of the
registrant.
(b) All instruments defining the rights of holders of long term debt
unless the total amount of debt covered by the instrument does
not exceed ten percent (10%) of the total assets of the
registrant.
(6) Opinion Re: Legality
An opinion of independent counsel as to the legality of the securities

being registered, indicating whether they will, when sold, be legally
issued, fully paid and non-assessable, and, if debt securities, whether
they will be binding obligations of the registrant.
(7) Opinion re: Tax Matters
An opinion of tax counsel or of an independent certified public

accountant where tax matters are material to an investor and a
representation as to tax consequences is set forth in the filing. If a tax
opinion is set forth in full in the filing, an indication that such is the
case may be made in lieu of filing the otherwise required exhibit. Tax
opinions may be conditioned or may be qualified, so long as such
conditions and qualifications are adequately described in the filing.
(8) Voting Trust Agreement
Any voting trust agreements and amendments thereto.
(9) Material Contracts
(a) Every contract not made in the ordinary course of business

which is material to the registrant and is to be performed in
whole or in part at or after the filing of the registration
statement or report or was entered into not more than two
years before such filing. Only contracts need be filed as to
which the registrant or subsidiary of the registrant is a party or
has succeeded to a party by assumption or assignment or in
which the registrant or such subsidiary has a beneficial interest.
(b) If the contract is such as ordinarily accompanies the kind of

business conducted by the registrant and its subsidiaries, it will
be deemed to have been made in the ordinary course of
business and need not be filed unless it falls within one or more
of the following categories, in which case it shall be filed except
where immaterial in amount or significance:
(i) Any contract to which directors, officers, promoters,

voting trustees, security holders named in the
registration statement or report, or underwriters are
parties, other than contracts involving only the purchase
or sale of current assets having a determinable market
price, at such market price;

January 2001
(ii) Any contract upon which the registrant's business is
substantially dependent, as in the case of continuing
contracts to sell the major part of registrant's products
or services or to purchase the major part of registrant's
requirements of goods, services or raw materials or any
franchise or license or other agreement to use a patent,
formula, trade secret, process or trade name upon which
registrant's business depends to a material extent;
(iii) Any contract calling for the acquisition or sale of any

property, plant or equipment for a consideration
exceeding fifteen percent (15%) of such fixed assets of
the registrant on a consolidated basis; or
(iv) Any material lease under which a part of the property

described in the registration statement or report is held
by the registrant.
(c) (i) Any management contract or any compensatory plan,

contract or arrangement, including but not limited to
plans relating to options, warrants or rights, pension,
retirement or deferred compensation or bonus, incentive
or profit sharing (or if not set forth in any formal
document, a written description thereof) in which any
director or any of the named executive officers of the
registrant, as defined by Part IV, paragraph (B)(1)(b)
participates shall be deemed material and shall be filed;
and any other management contract or any other
compensatory plan, contract, or arrangement in which
any other executive officer of the registrant participates
shall be filed unless immaterial in amount or
significance.
(ii) Notwithstanding subparagraph (c)(i) above, the following

management contracts or compensatory plans,
contracts or arrangements need not be filed:
A. Ordinary purchase and sales agency agreements.
B. Agreements with managers of stores in a chain

organization or similar organization.
C. Contracts providing for labor or salesmen's

bonuses or payments to a class of security
holders, as such.
D. Any compensatory plan, contract or arrangement

which pursuant to its terms is available to
employees, officers or directors generally and
which in operation provides for the same method
of allocation of benefits between management
and non-management participants.

January 2001
E. Any compensatory plan, contract, or arrangement
if the registrant is a wholly owned subsidiary of a
company that files reports pursuant to Section 17
of the Code and is filing a report on SEC Form 17-
A or registering debt instruments or preferred
stock which are not voting securities.
*************************************************************
Instructions to Part VI, Paragraph (B)(9)
1. Only copies of the various remunerative plans need be filed. Each individual
director's or executive officer's personal agreement under the plans need not
be filed, unless they contain material provisions.
2. If a material contract is executed or becomes effective during the reporting

period reflected by a FORM 17-Q, it shall be filed as an exhibit to the FORM
17-Q filed for the corresponding period. See paragraph (A)(3) of this Part VI.
************************************************************
(10) Annual Report to Security Holders, FORM 17-Q or Quarterly Report To

Security Holders
Such reports, except for the parts which are expressly incorporated by
reference in the filing, are to be furnished for the information of the
Commission and are not to be deemed "filed" as part of the filing. If the
financial statements in the report have been incorporated by reference
in the filing, the accountant's certificate shall be manually signed in
one copy.
(11) Material Foreign Patents
Each material foreign patent for an invention not covered by a

Philippines patent. If the filing is a registration statement and if a
substantial part of the securities to be offered, or if the proceeds
therefrom have been or are to be used for the particular purposes of
acquiring, developing or exploiting one or more material foreign
patents or patent rights, furnish a list showing the number and a brief
identification of each such patent or patent right.
(12) Letter Re: Unaudited Interim Financial Information
A letter, where applicable, from the independent accountant which

acknowledges awareness of the use in a registration statement of a
report on unaudited interim financial information. This letter is not
considered a part of a registration statement prepared or certified by
an accountant or a report prepared or certified by an accountant. Such
letter may be filed with the registration statement, an amendment
thereto, or a report on SEC Form 17-Q which is incorporated by
reference into the registration statement.

January 2001
(13) Letter Re: Change In Certifying Accountant
A letter from the former accountant regarding his concurrence or

disagreement with the statements made by registrant concerning any
disagreements as required under subparagraph (B)(3) of Part III.
(14) Letter Re: Director Resignation
Any letter from a former director which sets forth a description of a

disagreement with the registrant that led to the director's resignation
or refusal to stand for re-election and which requests that the matter
be disclosed.
(15) Letter Re: Change In Accounting Principles
Unless previously filed, a letter from the registrant's independent

accountant indicating whether any change in accounting principles or
practices followed by the registrant, or any change in the method of
applying any such accounting principles or practices, which affected
the financial statements being filed with the Commission in the report
or which is expected to affect the financial statements of future fiscal
years is to an alternative principle which in his judgment is preferable
under the circumstances. No such letter need be filed when such
change is made in response to a standard adopted by the Accounting
Standards Council that creates a new accounting principle, that
expresses a preference for an accounting principle, or that rejects a
specific accounting principle.
(16) Report Furnished To Security Holders
If the registrant makes available to its stockholders or otherwise

publishes, within the period prescribed for filing the report, a document
or statement containing information meeting some or all of the
requirements of Part I of SEC Form 17-Q the information called for may
be incorporated by reference to such published document or statement
provided copies thereof are included as an exhibit to the registration
statement or to Part I of the Form 17-Q.
(17) Other Documents Or Statements To Security Holders
If the registrant makes available to its stockholders or otherwise

publishes, within the period prescribed for filing the report, a document
or statement containing information meeting some or all of the
requirements of this form the information called for may be
incorporated by reference to such published document or statement
provided copies thereof are filed as an exhibit to the report on this
form.
(18) Subsidiaries Of The Registrant
List all subsidiaries of the registrant, the province, country or other

jurisdiction of incorporation or organization of each, and the names

January 2001
under which such subsidiaries do business. This list may be
incorporated by reference from a document which includes a complete
and accurate list.
(19) Published Report Regarding Matters Submitted To Vote Of Security

Holders
Published reports containing all of the information called for in Item 4

of Part I of SEC Form 17-A.
(20) Consents Of Experts And Independent Counsel
(a) All written consents required to be filed under Section 12 of the

Code shall be dated and manually signed. Where the consent
of an expert or independent counsel is contained in his report or
opinion or elsewhere in the registration statement or document
filed therewith, a reference shall be made in the index to the
report, the part of the registration statement or document or
opinion, containing the consent.
(b) Where the filing of a written consent is required with respect to

material incorporated by reference in a previously filed
registration statement under Section 12 of the Code or under
the Revised Securities Act, such consent may be filed as exhibit
to the material incorporated by reference. Such consents shall
be dated and manually signed.
(21) Power of Attorney
(a) If a person signs a registration statement or report pursuant to

a power of attorney, a manually signed copy of the power of
attorney shall be filed. Where the power of attorney is
contained elsewhere in the registration statement or documents
filed therewith, a reference shall be made in the index to where
it is located. In addition, if an officer signs a registration
statement for the registrant by a power of attorney, a certified
copy of a resolution of the registrant's board of directors
authorizing such signature shall also be filed. A power of
attorney that is filed with the Commission shall relate to a
specific filing or an amendment thereto, A power of attorney
that confers general authority shall not be filed with the
Commission.
(b) Where the registrant is not formed, organized and existing

under the laws of the Philippines, or is not domiciled in the
Philippines, a written, manually signed power of attorney shall
be filed which has been certified and authenticated in
accordance with law, designating some individual person, who
shall be a resident of the Philippines, on whom any summons
and other legal processes may be served in all actions or other
legal proceedings against him, and consenting that service
upon such resident agent shall be admitted as valid and proper

January 2001
service upon the registrant, and if at anytime that service
cannot be made upon such resident agent, service shall be
made upon the Commission.
(22) Statement Of Eligibility Of Trustee
A statement of eligibility and qualification of each person designated to

act as trustee, under an indenture.
(23) Exhibits to be Filed With Bond Issues
(a) Board of Director’s Certificate certifying that the stockholders

owning at least a majority of the subscribed capital stock
authorized the issuance and registration of the bonds signed by
the Chairman/President and majority of the Board of Directors;
(b) A resolution of the Board of Directors, signed by at least a

majority of its members, containing the following:
(i) designation of at least two (2) senior officers with a rank

of vice president or higher or their equivalent to sign the
bond instrument to be issued;
(ii) sample forms of the bond showing the terms and

conditions, the face value, interest rate (where
applicable), date or maturity.
(c) as to secured bonds:
(i) report of an independent appraiser;
(ii) photocopy of Original Certificate of Title or Transfer

Certificate of Title with a certification as to authenticity
and genuineness of the title from the register of deeds of
the province/city where the property is situated;
(iii) latest tax declaration on real estate mortgage
(d) trust indenture executed by and between the company and the
trustee bank.
(e) certification from the trustee that he has received the following
documents:
(i) Owner’s duplicate copies of Original Certificate of Title or

Transfer Certificate of Title
(ii) Real estate mortgages, chattel mortgages and pledge

agreements duly registered with the appropriate
government agencies.

January 2001
(24) Exhibits to be Filed with Stock Options Issues
(a) Board of Director’s resolution authorizing the issuance of stock

options.
(b) Certification from the Corporate Secretary as to the

stockholders meeting approving the grant of stock options to
directors, managing groups or officers.
(25) Exhibits to be Filed by Investment Companies
(a) Copies of proposed management contracts, distributorship,

underwriting and escrow or custodial agreements, and other
contracts pertaining to the investment, management or sale of
securities.
(b) Certification, under oath, by the President and Chairman of the

Board, or their equivalent in rank, describing the involvement, if
any, by management or members of the Board of Directors in
companies in which the investment company will be dealing.
(26) Copy of Board of Investment certificate in the case of Board of

Investment registered companies.
(27) Authorization to Commission to access registrant’s bank accounts.
Part VI, paragraph (N) of this Annex requires all registrants to submit
with its registration statement a continuing authorization to the
Commission to examine the issuer’s bank accounts and those of its
subsidiaries, affiliates and control corporations.
(29) Additional Exhibits
Any additional exhibits which the registrant may wish to file shall be so
marked as to indicate clearly the subject matters to which they refer.
They shall be listed and described in the exhibit index.
(30) Copy of the Board Resolution approving the securities offering and
authorizing the filing of the registration statement.
(30) Duly verified resolution of the issuer’s Board of Directors
(a) The resolution shall be manually signed by a majority of the

issuer’s Board of Directors, in their capacity as directors, and
dated.
(b) The Board of Directors shall approve the disclosures contained in

the registration statement and assume responsibility for the
information contained therein.

January 2001
January 2001

Annex C

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“ANNEX C”

NON-FINANCIAL DISCLOSURE REQUIREMENTS

(A) Description of Business.

(1) Business Development

Describe the development of the business of the registrant and its

(a) Form and year of organization;

(b) Any bankruptcy, receivership or similar proceeding; and

(c) Any material reclassification, merger, consolidation, or purchase

(a) Description of Registrant

Briefly describe the business of registrant and its significant

(i) Principal products or services and their markets

(ii) Percentage of sales or revenues and net income

(iii) Distribution methods of the products or services;

Annex C – SRC Rule 12 1

(v) Competition. Describe the industry in which the

(vi) Sources and availability of raw materials and the names

(vii) Disclose how dependent the business is upon a single

(viii) Transactions with and/or dependence on related parties;

(ix) Summarize the principal terms and expiration dates of

(x) Need for any government approval of principal products

Annex C – SRC Rule 12 2

(xii) Indicate the amount spent on research and development

(xiii) Costs and effects of compliance with environmental laws

(xiv) State the number of the registrant’s present employees

(b) Additional Requirements as to Certain Issues or Issuers

(i) Debt Issues

A statement that the registrant's net worth exceeds P25

(ii) Investment Company Securities

A. a statement of its proposed operation including

B. a description and copies of proposed

C. a statement of total fees to be charged;

D. description of involvement, if any, by

Annex C – SRC Rule 12 3

E an undertaking that he applied has complied with

1. its form of organization;

2. minimum subscribed and paid-in capital;

3. composition of Board of Directors;

4. composition of capital stock (common and

5. the waiver of preemptive rights of

Instructions for Part I, Paragraph (A)(2)(b)(ii)

Investment Companies are regulated by the Investment Company Act and

(iii) Mining and Oil Companies

A statement describing the areas covered by registrant's mining claims, status

(B) Description of Property.

Annex C – SRC Rule 12 4

(C) Legal Proceedings.

Describe briefly any material pending legal proceedings to which the

Instructions to Part I Paragraph C

PART II SECURITIES OF THE REGISTRANT

(1) Market Information

(a) Identify the principal market or markets where the registrant's

(i) If the principal market for the registrant's common

(ii) If the principal market is not an Exchange, state the

Annex C – SRC Rule 12 5

(b) If the information called for by paragraph (A) of this Part is

(c) If the information called for by paragraph (A) of this Part is

(i) that is subject to outstanding options or warrants to

(ii) that is being or has been proposed to be publicly offered

(a) Set forth the approximate number of holders of each class of