SRC Rule 17-1 
 Notification of Inability to Timely File All or Any Required

Portion of an SEC FORM 17-A or 17-Q

(ii) Either the subject annual report on SEC Form 17-A, or portion thereof, will
be filed no later than the fifteenth calendar day following the prescribed due
date, or the subject quarterly report on SEC Form 17-Q, or portion thereof, will
be filed no later than the fifth calendar day following the prescribed due
date

It bears emphasis that URPHI had committed several offenses for failure to
comply with the reportorial requirements for which it was fined and its
registration of securities revoked. On May 29, 2003, the SEC issued an Order
revoking URPHI's Registration of Securities and Permit to Sell Securities to the
Public for its failure to timely file its Year 2001 Annual Report and Year 2002 1st,
2nd and 3rd Quarterly Reports. Then, on October 24, 2003, the SEC granted
URPHI's petition to lift the revocation, considering the current economic
situation, its belated filing of the required annual and quarterly reports, and its
payment of the reduced fine of ₱82,000.00. Despite the foregoing, URPHI
failed again to submit its 2003 Annual Report, and Year 2004 1st, 2nd and 3rd
Quarterly Reports within the requested extension periods.

Therefore, notwithstanding the belated filing of the said reports, as well as the
claim that public interest would be better served if the SEC will merely impose
penalties and allow it to continue in order to become profitable again, the
SEC cannot be faulted for revoking once again URPHI's registration of
securities and permit to sell them to the public due to its repeated failure to
timely submit such reports.1

After termination of the offering, the sale or offering for sale of additional
securities shall be effected through a separate registration statement relating
to the additional securities irrespective of whether they had been previously
registered but not sold.

1 SEC vs Universal Rightfield, GR.. 181381

RULE 12:
Periodic and other reports required to be filed with the Commission under
Section 17 of the Code as provided in SRC Rules 17 and 17-1 and SEC Forms
17-Q, 17-A, 17-C, and 17-L, as appropriate, unless exempt from the provisions
thereof;

Reports filed on SEC Form 17-A and SEC Form 17-C shall be deemed to satisfy
Section 141 and Section 26 of the Corporation Code of the Philippines,
respectively; reports furnished to security holders pursuant to SRC Rule 20 and
SRC Rule 17.1(b)(4) shall be deemed to satisfy Section 75 of the Corporation
Code of the Philippines.

RULE 17

3. Annual Reports of Predecessors. – Every issuer having securities registered

with the Commission shall file an annual report on SEC Form 17-A for each of
its predecessors which had securities registered with the Commission covering
the last full fiscal year of the predecessor prior to the registrants succession,
unless such report has been filed by the predecessor. Such annual report shall
contain the information that would be required if filed by the predecessor.

4. Reporting by Successor Issuers. – In the event that a non-reporting issuer

(in connection with a succession by merger, consolidation, exchange of
securities or acquisition of assets) issues equity securities to holders of equity
securities issued by a reporting issuer, the non-reporting issuer shall assume the
same obligation as the reporting issuer to file reports pursuant to Section 17 of
the Code, and the non-reporting issuer shall file such reports on the same
forms as the reporting issuer.

(c) (i) a report on SEC Form 17-C as necessary to make a full, fair and
accurate disclosure to the public of every material fact or event that occurs
which would reasonably be expected to affect investors' decisions in relation
to those securities.

(iii) An illustrative, non-all inclusive, list of the kinds of events which shall be
reported pursuant to this paragraph is contained in SEC Form 17-C. Merely
because an event does not appear on that list does not mean that it does
not have to be reported if, in fact, it is material.

SRC Rule 23 
 Reports to be Filed by Directors, Officers and Principal

Stockholders

Every person who is directly or indirectly the beneficial owner of more than
ten per cent (10%) of any class of any equity security of a company which
satisfies the requirements of Subsection 17.2 of the Code, or who is a director
or an officer of the issuer of such security, shall:

a. within ten (10) days after the effective date of the registration statement
for that security, or within ten (10) days after he becomes such beneficial
owner, director or officer, subsequent to the effective date of the registration
statement, whichever is earlier, file a statement with the Commission, and
with an Exchange if the security is listed on that Exchange, on Form 23-A
indicating the amount of all equity securities of such issuer of which he is the
beneficial owner;