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                                                                                                                            6 6 0 9
                                                                                                           SEC Registration Number

 F I L - H I S P A N O                              H O L D I N G S                     C O R P O R A T I O N




                                                            (Company’s Full Name)

U n i          t      2 9 0 2 ,                 J o l       l    i b e e            P l a z a ,                     E m e r a l

 d        A v e n u e               ,      O r t        i g a s               C e n t e r              ,         P a s      i g          C

 i    t y


                                                (Business Address: No. Street City/Town/Province)

                      Tarcisio M. Medalla                                                                             840-5151
                             (Contact Person)                                                                  (Company Telephone Number)
                                                                    Amended
 1 2           3 1                                               1 7 - A                                                0 5          2 7
Month          Day                                              (Form Type)                                            Month           Day
     (Fiscal Year)                                                                                                      (Annual Meeting)



                                                     (Secondary License Type, If Applicable)



Dept. Requiring this Doc.                                                                           Amended Articles Number/Section

                                                                                                      Total Amount of Borrowings

         751
Total No. of Stockholders                                                                           Domestic                 Foreign


                                                To be accomplished by SEC Personnel concerned



               File Number                                       LCU



               Document ID                                      Cashier



                     STAMPS
                                                                                         Remarks: Please use BLACK ink for scanning purposes.
                                                -2-


                SECURITIES AND EXCHANGE COMMISSION


                                  SEC FORM 17-A Amended


                  ANNUAL REPORT PURSUANT TO SECTION 17
            OF THE SECURITIES REGULATION CODE AND SECTION 141
               OF THE CORPORATION CODE OF THE PHILIPPINES


1. For the fiscal year ended 2004

2. SEC Identification Number 6609

3. BIR Tax Identification No. 024-000-233-218

4. Exact Name of the registrant as specified in its charter FIL-HISPANO HOLDINGS
   CORPORATION

5. Philippines                                         6.                         (SEC Use Only)
   Province, Country or other jurisdiction of               Industry Classification Code:
   Incorporation or organization

7. Unit 2902 Jollibee Plaza Condominium, Emerald Avenue, Ortigas Center, Pasig City
   Address of principal office

8. (632) 687-17-60
   Issuer’s telephone number, including area code

9. FIL-HISPANO CERAMICS, INC., 419 McArthur Highway (Km. 14) Valenzuela,
   M.M.
   Former name, former address, and former fiscal year, if changed since last report

10. Securities registered pursuant to Sections 8 and 12 of the SRC, or Sections 4 and 8 of the
    RSA

                Title of Each Class               Number of Shares of Common Stock
                                                   and Amount of Debt Outstanding

           Common Stock, P1 par value                       600,000,000 shares
               Total Liabilities                             Php275,490,626

11. Are any or all of these securities listed on the Philippine Stock Exchange.

    Yes [ x ]    No [   ]
                                               -3-



12. Check whether the issuer:

   (a) has filed all reports required to be filed by Section 17 of the SRC and SRC Rule 17
       thereunder or Section 11 of the Revised Securities Act (RSA) Rule 11(a) – 1 thereunder
       and Sections 26 and 141 of the Corporation Code of the Philippines during the preceding
       12 months (or for such shorter period that the registrant was required to file such reports);

        Yes [ x ]    No [   ]

   (b) has been subject to such filing requirements for the past 90 days.

       Yes [ x ]    No [    ]

13. Aggregate market value of the voting stock held by non-affiliates:
    P618,952,758.00 (133,108,120 shares @ 4.65 per share as of December 29, 2004)
                                 -4-




               FIL-HISPANO HOLDINGS CORPORATION




                       SUPPLEMENTAL SCHEDULES
 TO THE FINANCIAL STATEMENTS REQUIRED BY THE SECURITIES AND EXCHANGE
COMMISSION AS OF AND FOR THE YEAR ENDED DECEMBER 31, 2004 AND AUDITORS’
                               REPORT
                                             -5-




                                  TABLE OF CONTENTS

                                                                                   Page No.
PART I – BUSINESS AND GENERAL INFORMATION

Item 1    Business                                                                    6
Item 2    Properties                                                                 10
Item 3    Legal Proceedings                                                          11
Item 4    Submission of Matters to a Vote of Security Holders                        11

PART II – SECURITIES

Item 5    Market for Registrant’s Common Equity and Related Stockholders Matters     11

PART III – FINANCIAL INFORMATION

Item 6    Management’s Discussion and Analysis or Plan of Operation                  13
Item 7    Financial Statements                                                       19
Item 8    Changes in Disagreements with Accountants on Accounting and Financial
          Disclosure                                                                 20

PART IV – MANAGEMENT AND CERTAIN SECURITY HOLDERS

Item 9    Directors and Executive Officers of the Registrant                         20
Item 10   Compensation of Directors and Executive Officers                           23
Item 11   Security Ownership of Certain Beneficial Owners and Management             23
Item 12   Certain Relationships and Related Transactions                             25

PART V – CORPORATE GOVERNANCE                                                        25

PART VI – EXHIBITS AND SCHEDULES

Item 13   Exhibits and Reports on SEC Form 17-C                                      25

SIGNATURES                                                                           26
                                               -6-



                  PART I - BUSINESS AND GENERAL INFORMATION


Item 1. Business

    Business Development

    Fil-Hispano Holdings Corporation (the “Company” or “Fil-Hispano”) and Advanced Contact
Solutions, Inc. (the “wholly owned subsidiary” or “ACS”) were incorporated in the Philippines
on February 14, 1952 and November 27, 2003, respectively.

    In August 20, 1997, the Securities and Exchange Commission (SEC) approved the change in
the primary purpose of the Company from the manufacturing and selling of ceramic tiles to that
of a holding company. Concurrently, the SEC also approved a change in the company name to
Fil-Hispano Holdings Corporation from Fil-Hispano Ceramics, Inc. together with the reduction of
the number of directors; reduction of the par value; declassification of “A” and “B” shares into
shares of one common class; and denial of pre-emptive rights.

    On April 13, 1998 and June 29, 1998, the Securities and Exchange Commission (SEC)
approved the amendment of the Company’s By-Laws and the amendment of Article Third of the
Articles of Incorporation of Fil-Hispano Holdings Corp., changing the place of its principal office
from the “Municipality of Valenzuela, Province of Bulacan”, to “Metro Manila”, respectively.

     The Company permanently shut down its ceramic tile manufacturing operations because of
unprofitable operation in 1999. The parent company disposed of its land and other assets related
to the ceramic tile manufacturing operations to generate cash to pay off its maturing obligations
in 2002.

     The Company’s corporate life has been extended for another 50 years starting from February
14, 2002.

      On December 30, 2003, the Company’s board of directors approved the acquisition of the
call center business of All Asia Customer Service Holdings, Ltd. (ACSH Ltd.) in exchange for
new shares of stocks of the company, underwhich ACSH Ltd. will acquire controlling interest in
the Company and the Company in turn will own 100% of Advanced Contact Solutions, Inc.
(ACS), the company that operates the call center business.

     On January 16, 2004, the SEC approved the Company’s application for increase in
authorized capital stock from P60 million, divided into 60,000,000 common shares with a par
value of P1 per share, to P600 million, divided into 600,000,000 shares with same par value.

    On October 15, 2004, the company completed the acquisition of 100% of the equity interest
of ACS.
                                              -7-


    Business of Issuer

    Principal Products or Service

     The Company’s business was changed to that of a holding company in 1997. The
Company’s revenue is derived mainly from the share in the net income of its wholly owned
subsidiary.

     ACS, the company’s only subsidiary, is engaged in the call center business that offers an
integrated mix of call center solutions including inbound (customer-initiated) and outbound
teleservicing, as well as email and web-based tools.

    The Company has no publicly announced new product or service.

     Competition

    Call centers in the Philippines have doubled in size every year for the past three years and
prospects remain rosy given the full support of government and players gaining critical mass.
The total number of estimated call center seats in the Philippines is estimated to grow from
40,000 by end of 2004 to 60,000 seats by end of 2005.

    Our competition within the global BPO services industry includes U.S.-based outsourcing
companies and offshore BPO companies. Aside from the Philippines, there are numerous other
offshore locations such as India, China, Latin America, the Caribbean, Africa and Eastern
Europe, where BPO companies are present.

    In customer care services, our principal competitors with presence in the Philippines include
Sykes Enterprises, Convergys Corporation, People Support, Inc. and Teletech Holdings, each
publicly traded U.S. companies, and eTelecare Global Solutions, Client Logic, Daksh, ePLDT
and Ambergris Solutions, each privately held companies. In addition to our direct competitors,
many companies choose to perform some or all of their customer care, technical support, and
other back processes internally.

    Major Customers

     The Company’s sources of revenue are derived from a limited number of clients. About 80%
of its revenue is contributed by foreign sales and the balance of 20% came from services to local
clients.

    Related Party Transactions

    As of December 31, 2004, there are no transactions with and /or dependence on related
parties.

    Licenses

    On March 16, 2004, ACS was registered with the BOI under the Omnibus Investments Code
of 1987 as a pioneer new information technology export service firm in the field of operation of
an inbound and outbound call center. As a registered enterprise, ACS is entitled to certain tax
and nontax incentives which include, among others, an income tax holiday for six years from
March 16, 2004. ACS is required to, among others, export at least 50% of its total services, and
                                              -8-


secure prior BOI approval before it can invest in, extend loans, or buy bonds, in substantial
amount, from any enterprise either in the Philippines or abroad, expand its capacity (with or
without incentives), and transfer ownership and/or control of ACS.

   Effect of existing or probable governmental regulations on the business

   There is no effect of existing governmental regulations on the business.

   Research and Development

   Fil-Hispano has not spent any amount during the last three fiscal years on research and
development activities.

   Environmental Matters

   Fil-Hispano is not involved in any action or proceeding involving non-compliance in any
material respect with relevant environmental laws and regulations of the Philippines.

   Employee and Labor Relations

    Fil-Hispano has no employees as of December 31, 2004. ACS has 1,669 employees
(including regular, project-based and trainees) as of December 31, 2004.

    Within the ensuing twelve (12) months, on a consolidated basis, the number of employees of
the company is estimated to be 2,300 (including regular, project-based and trainees). This
estimate includes 2,084 employees in operations and 216 employees in administration and
technical support. There are no employees subject to Collective Bargaining Agreements or
employees on strike in the past three (3) years.

    ACS provides its employees with medical insurance and leave benefits. For professional
development, the company provides for team building activities and offers training programs that
address the specific needs of employees. To foster life-work balance, the company sponsors
among others, annual summer and year-end activities. It has also built an employee recreation
center within its facilities where employees can relax and unwind after work.

   Business Risks
   The following is a summary of risk factors which may affect our business, financial condition
   and results of operations once the proposed call center business is folded in with FH. Please
   also refer to the other information set forth in this report, including our audited financial
   statements and the related notes and “Management’s Discussion and Analysis of Financial
   Condition and Results of Operations.”


   1. The call center’s financial outlook is dependent on the prevailing global trend toward
      offshore outsourcing of certain business processes. If this does not continue, the demand
      for the call center’s services may be materially affected.

       Given the potential for negative public sentiment towards offshore outsourcing,
       particularly in the US, current or prospective clients may decide to perform such
       services in-house or may be discouraged from transferring these services to offshore
       providers.
                                           -9-



2. The call center’s revenues are generated from a limited number of clients, and the loss of
   one or more of its clients, or the reduction of their volume, could cause a reduction in its
   revenues.

   In addition, if the revenues from such clients are not replaced in a timely manner with
   revenues from a new client or other existing clients, the call center may suffer from the
   costs of underutilized capacity.

3. Because a majority of revenues are denominated in US dollars, foreign currency
   fluctuation may adversely affect the call center’s profit margin.

4. The BPO industry is a very labor-intensive industry and any significant increase in the
   call center’s employee turnover rate could lead to an increase in recruiting and training
   costs as well as a decrease in its operating efficiency and quality.

   There is no assurance that the call center will continue to be able to hire, train and
   maintain a sufficient labor force of qualified employees to execute its customers’ growth
   requirements.

5. The continuing growth in the call center industry in the Philippines may also increase the
   demand for qualified middle and upper management professionals. This could lead to
   increasing wage rates and higher employee turnover.

6. The call center has grown significantly and if it does not continue to effectively manage
   its growth, its results of operations could be adversely affected.

    Continued expansion could place a strain on management, operations and financial
    resources. The call center’s capital, infrastructure, facilities and personnel may not be
    adequate to support future operational requirements or to adapt effectively to future
    growth. As a result, the call center may be unable to manage its growth effectively and
    this could lead to declining margins and poor service quality.

7. Rapid changes in technology may adversely affect the economics of the call center’s
   business and introduce new competition. In order to remain competitive, the call center
   will need to continue to invest in new and enhanced technology. However, there is no
   assurance that the call center’s technology investments will be adequate to meet future
   requirements.

   In addition, over time, the call center’s clients may adopt new technologies that decrease
   the need for live customer interaction and this could reduce the demand for voice
   services.

8. The call center’s operations could suffer from telecommunications or technology
   downtime, disruptions or increased costs.

   The call center’s outsourcing operations are highly dependent on computer and
   telecommunications equipment, software systems, and continuous availability of voice
   and electronic communication. The temporary or permanent loss of equipment or systems
   could reduce the call center’s revenues. A significant interruption of service could have a
                                             - 10 -


       negative impact on the call center’s reputation and could lead to a reduction from present
       and potential clients in demand for the call center’s services.

       The occurrence of natural catastrophes may also materially disrupt the call center’s
       operations.

   9. The call center benefits from income tax incentives pursuant to its registration with the
      Board of Investments, which provides that ACS pay no income tax in the Philippines for
      six years pursuant to its Board of Investments pioneer status registration. If eliminated,
      this would result in decreased net income.

   10. The Company may choose to consider investments in and acquisitions of other
       companies within the BPO industry that would complement its existing business. There
       is a risk that the Company may not be able to successfully integrate these investments
       and that management resources will be diverted from existing operations.

   11. The timing and amount of the Company’s working capital and capital expenditure
       requirements may vary significantly depending on numerous factors. The Company’s
       ability to raise capital in the future, as and when needed, may be limited, and could
       prevent it from executing its business strategy.

   12. The Company is susceptible to business and political risks that could result in reduced
       revenues or earnings.


Item 2. Properties

    The Company’s consolidated assets consist of computer equipment, communication
equipment, leasehold improvements, office furniture, fixtures and equipment, and transportation
equipment.

    Property and equipment of ACS with a net book value of P151.94 million is used to secure its
short-term loans from foreign and local bank.

    As of December 31, 2004, ACS has three locations – five floors of the Citibank Center in
Makati, one floor of Allied Bank Building, also in Makati, and at the Light Industry and Science
Park in Cabuyao, Laguna. Details are as follows:

                 Location                     Expiration of Lease         Term of Renewal
8th Floor Allied Bank Center, Ayala
Avenue, Makati City                               June 30, 2009        Option of both parties
9th Floor Citibank Center, 8741 Paseo de
Roxas, Salcedo Vill., Makati City                 July 14, 2008        Option of both parties
Units 10-1 & 10-2 Citibank Center, 8741
Paseo de Roxas, Salcedo Vill., Makati City        July 14, 2008        Option of both parties
11th Floor Citibank Center, 8741 Paseo de
Roxas, Salcedo Vill., Makati City                 Dec. 31, 2006        Option of both parties

   (Forward)
                                              - 11 -


                 Location                       Expiration of Lease        Term of Renewal
18th Floor Citibank Center, 8741 Paseo de
Roxas, Salcedo Vill., Makati City                  April 30, 2009       Option of both parties
20th Floor Citibank Center, 8741 Paseo de
Roxas, Salcedo Vill., Makati City                 August 31, 2009       Option of both parties
Light Industry and Science Park, Cabuyao,
Laguna                                             Dec 31, 2005         Option of both parties

    Business is projected to grow significantly in the next twelve months. This would require
major capital expenditures on leasehold improvements, computer and communications equipment
and furniture and fixtures.


Item 3. Legal Proceedings

    There are no material pending legal proceedings to which the Company or any of its
subsidiary or affiliates is a party or of which any of their property is the subject.


Item 4. Submission of Matters to a Vote of Security Holders

    There were no matters submitted to a vote of security holders during the year covered by this
report.


PART II - SECURITIES

Item 5. Market for Registrant’s Common Equity and Related Stockholders Matters

5.1 The principal market for the registrant’s common equity is the Philippine Stock Exchange
    (PSE).

    The following are the high and low sales prices of the Corporation’s shares:

                                       High                  Low
             4th quarter –2004         4.91                  4.77
             3rd quarter –2004         3.61                  3.50
             2nd quarter- 2004         1.32                  1.32
             1st quarter – 2004        No transaction        No transaction
             4th quarter –2003         No transaction        No transaction
             3rd quarter –2003         0.90                  0.90
             2nd quarter- 2003         No transaction        No transaction
             1st quarter – 2003        1.00                  0.92

    As of April 22, 2005, Fil-Hispano shares traded on the Philippine Stock Exchange at the price
    of P8.90 per share.

5.2 The Company has not declared any dividend for the two most recent fiscal years and any
    subsequent interim period for which financial statements are required to be presented by SRC
                                                  - 12 -


     68, as amended and Rule 68.1. As of year-end 2004, there are no restrictions imposed on the
     Company on the declaration of cash or property dividends.

5.3 The number of stockholders of record as of December 31, 2004 in the Company’s stock and
    transfer book was 751. The common shares as of December 31, 2004 were 600,000,000.

5.4 The list of the top 20 stockholders of FH common shares as of December 31, 2004 is stated
    hereunder:

    Name                                            No. of Shares Held               % To Total
    All Asia Customer Service Holdings Ltd.         414,173,880                      69.03
    PCD Nominee Corporation                          95,104,991                      15.85
    All Asia Customer Service Holdings Ltd.          52,718,0001                      8.79
    ATC Securities, Inc.                               6,717,450                      1.12
    Ormon Development Corporation                      5,603,130                      0.93
    Asiamerit Securities, Inc.                         5,602,800                      0.93
    ATC Securities, Inc. A/C#6567                      5,294,000                      0.88
    Macasaet, Roberto K.                               3,363,167                      0.56
    Caral Investment & Realty Corp                    2,380,160                       0.40
    Safe Haven Holdings Corporation                   1,370,020                       0.23
    Montemar Management and Development               1,359,535                       0.23
    FEB Stock Brokers, Inc.                           1,175,100                       0.20
    RCBC Capital Corporation                            500,000                       0.08
    Javellana, Alfredo                                  337,230                       0.06
    RCBC Securities, Inc.                               274,362                       0.04
    Luz. Jr., Alfredo J.                                241,630                       0.04
    Luz, Juan Miguel                                    241,620                       0.04
    Luz, Ma. Juliana                                    241,620                       0.04
    Luz , Ma. Ysabel                                    241,620                       0.04
    Luz, Kristina Ma. Rose                              241,620                       0.04

        Common share is the only class of shares of Fil-Hispano.

    Recent Sales of Unregistered or Exempt Securities

     As of December 31, 2004, there has been no sale of unregistered or exempt securities in the
last three years. However, on January 6, 2004, Fil-Hispano accepted the subscription by All Asia
Customer Service Holdings Ltd.(AACSH) to 135 million and 414,173,880 common shares for
which the appropriate notice of exemption on SEC Form 10-1 was filed with the Securities and
Exchange Commission (SEC). The subscription to 414,173,880 shares was paid through an
assignment of 169,310,626 shares of Advanced Contact Solutions, Inc.

    There are no underwriter or public offers.




1
 These shares were lodged into PCD Nominee Corporation for the account of Angpin & Associates
Securities, Inc (AASI). As of April 22, 2005, a certification was issued by AASI that All Asia Customer
Service Holdings, Ltd is the beneficial owner of the total 52,718,000 shares.
                                              - 13 -


PART III- FINANCIAL INFORMATION


Item 6. Management’s Discussion and Analysis or Plan of Operation

6.1 2005 Plan of Operation

     For the year 2005, the Company will continue to focus on its investment in the contact center
business, Advanced Contact Solutions, Inc. (ACS). The main thrusts for ACS this year will be
(a) to grow its operations through the acquisition of new clients and the expansion of existing
capacity and (b) to maintain its exceptional quality of service and efficient cost structure.

     The Company will also evaluate and explore other opportunities within the BPO sector that it
feels are complementary to the skills and expertise that ACS has developed over the years and
that have the potential to provide attractive returns for its shareholders.

    People will remain to be the company’s top priority. The company, through ACS, will
develop and expand its partnerships with various universities and learning institutions. It will
invest management time and resources on recruitment, leadership training, and initiatives directed
towards retention of people.

    To help fund some of the Company’s endeavors for the year, the Company plans to undergo a
stock rights offering in 2005. The Company expects to raise around P300 million from its rights
offering which will be used, together with internally-generated cash flow, to finance the
expansion plans of ACS.

   The bulk of capital expenditures for the next 12 months are expected to be on leasehold
improvements, computer and communication equipment, and furniture and fixtures.

    The number of employees in the next twelve months will change depending on the additional
volume that would come in. For a projected 500 additional seats, the expected number of
additional employees is 550 to 600.

6.2Management’s Discussion and Analysis of Financial Condition and Results of Operations

    The following discussion should be read in conjunction with the accompanying audited
consolidated financial statements and notes thereto and is qualified in its entirety by reference
thereto.

    Consolidated financial condition, changes in financial condition and results of operations for
each of the last three years ended December 31, 2004, 2003 and 2002 are summarized as follows:
                                               - 14 -



                                                          In thousand pesos
                                                         For the years ended December 31
                                                        2004            2003       2002

Financial condition:
Total Current Assets                                        219,756          80,856           6,075
Total Assets                                                998,408         103,239         195,011
Total Liabilities                                           275,491          49,046          37,505
Total Stockholders’ Equity                                  722,917          54,194         157,506
Changes in Financial Condition:
Net cash provided by (used in) operating activities           99,536        (51,560)          46,376
Net cash provided by (used in) investing activities        (453,397)        145,433           30,270
Net cash provided by (used in) financing activities          298,564        (22,113)        (78,754)

Results of Operations:
Service Income                                              647,550                0               0
Gross profit                                                298,639                0               0
Income (loss) from operations                               131,306         (50,427)         (9,666)
Net income (loss)                                           119,550         (45,841)        (45,683)

        The consolidated financial condition, changes in financial condition and results of
    operations will not be comparable since the 2004 amounts already include ACS while the
    2003 and 2002 amounts presented are for the Parent Company only.

Discussion of 2004 Performance

    Results of Operations

      Consolidated net income registered a 361% growth in 2004 to P119.55 million from
    (P45.84) million in 2003. This increase was due to (a) the net income achieved by ACS from
    providing outsource customer care services; and (b) reduction in the operating expenses of
    FH such as taxes and licenses, professional fees, commission expenses and other related
    expenses.

         ACS has contributed favorable increase by 100% in the consolidated revenue in 2004 by
    its operation in integrated mix of call center solutions including inbound (customer-initiated)
    and outbound teleservicing as well as e-mail and web-based tools.

        Costs of services consist primarily of personnel expenses, depreciation and amortization,
    rent, utilities, communication, supplies and outside services related to the call center business
    of ACS.

        ACS incurred P155 million or 92% of the consolidated operating expenses for the year
    ended December 31, 2004. These consist of various general and administrative expenses
    necessary for operating its call center business. The operating expenses of the parent
    company or FH decreased from P50 million to P13 million due to (a) reduction of expenses
    such as taxes and licenses, professional fees and commission expenses related to the sale and
    transfer of property in Valenzuela, and (b) reduction of professional fees related to the
    acquisition of the call center business.
                                         - 15 -



    Interest expense increased by 100% or P7.5 million for the year ended December 31,
2004. The increase was due to the interest charges from financing lease agreements and
short-term loans payable incurred by ACS in 2004.

    Interest income decreased by 67% or P1.27 million for the year ended December 31,
2004 due to the termination of short-term placements of FH and the reinvestment of the
proceeds therefrom into ACS.

     Earnings (loss) per share (EPS) increased from P(0.90) per share for the year ended
December 31, 2003 to P0.60 for the year ended December 31, 2004. The increase was
mainly due to the registered net income of ACS. Earnings per share presented in the financial
statements are computed by dividing the consolidated net income by the weighted-average
number of common shares outstanding amounting to 198,605,100 shares. However, should
the basis of the computation for the EPS would be the total number of common shares issued
and outstanding at the end of the year amounting to 600,000,000 shares, the amount of
earnings per share would have been P0.20.

Financial Condition

   The major changes in the balance sheet items from December 31, 2003 to December 31,
2004 are as follows:

ASSETS

    Cash and cash equivalents decreased by 72% or P55 million due to (a) payment of cash
dividends amounting to P16 million, (b) termination of short-term placements to support the
operating requirements of the Company and (c) the reinvestment of proceeds therefrom into
ACS.

    The increase in receivables by 100% or P148 million can be attributed to the services
rendered by ACS for the year ended December 31, 2004.

     Prepaid expenses and other current assets increased by nearly 1350% or P46 million due
to the input VAT amounting to P29 million, restricted cash in bank amounting to P11 million,
prepaid insurance, rent and others amounting to P3 million and creditable withholding taxes
amounting to P2 million recorded in ACS.

   Property and equipment consists of computer and communications equipment, leasehold
improvements, office furniture & fixtures and transportation equipment owned by ACS.

    Other noncurrent assets consist of goodwill amounting to P242 million derived by FH
from the acquisition of the call center business of ACS and refundable deposits of ACS from
various lease agreements amounting to P12 million.

LIABILITIES AND STOCKHOLDERS’ EQUITY

     Bank loans (inclusive of current and noncurrent) increased by 100% or P116 million due
to loan acquired by ACS from a foreign and a local bank.
                                             - 16 -


       Accounts payable, accrued expenses and income taxes payable increased by nearly
   2572% or P85 million due to (a) payables of ACS to various suppliers and creditors; (b)
   accruals of salaries, retirement benefits, utilities and other expenses of ACS and (c) other
   current liabilities such as income and withholding taxes, SSS premiums, among others.

       The increase in current and noncurrent liabilities can also be attributed to the finance
   leases over computer equipment amounting to P49.7 million entered into by ACS.

       Stockholders’ equity increased by nearly 1234% or P669 million due to the issuance of
   new shares to ACSH Ltd. amounting to P549 million and the registered net income of P120
   million for the year ended December 31, 2004.

   Liquidity and Capital Resources

   Operating Activities

       Cash provided by operations increased by 293% or P151 million due mainly to the
   increase in cash generated from the operations of the call center business.

   Investing Activities

       Net cash used in investing activities amounted to P453 million in 2004 compared to net
   cash provided by investing activities in 2003 that amounted to P145 million. The Company’s
   use of cash in investing activities increased by 412% or P599 million due to the acquisition of
   fixed assets used by the call center business.

   Financing Activities

       Net cash provided by financing activities in 2004 amounted to P299 million, compared to
   net cash used in financing activities in 2003, which amounted to P22 million. Some of the
   increase came from proceeds from issuance of capital stock amounting to P135 million,
   proceeds from bank loans amounting to P116 million and increase in obligations under
   capital lease amounting to P50 million.

    Other Analysis

        Current assets against current liabilities as of December 31, 2004 stood at 0.90:1 versus
    1.64:1 as of December 31, 2003.

       The Company does not anticipate any liquidity problems that may arise from its
   operating activities in the near future. As stated in 2005 plan of operation, the Company
   expects to raise up to P300 million from the stock rights offering which will be used to
   finance the expansions of ACS.

Key Performance Indicators (KPI’s)

    The Company’s management uses the following KPIs for FHHC and its subsidiary: a) Net
Service Income, b) Contribution Profit (computed as gross profit divided by net sales), c)
EBITDA, d) Net Income, e) Net Sales Growth (compared over same period of the previous year),
and f) Return on Equity (computed as net income divided by the average stockholder’s equity).
                                             - 17 -


Material Events and Uncertainties

    As of December 31, 2004, the Company is not aware of any material events and uncertainties
that would have an impact on the Company’s net sales, operating expenses, and income from
operations and future operations, including:

    1. any event that will trigger direct or contingent financial obligations;
    2. any material commitments for capital expenditures;
    3. any trends, events or uncertainties that have had or that are reasonably expected to have a
       material favorable or unfavorable impact on the Company’s net revenues/ income from
       continuing operations; and
    4. any seasonal aspects that have a material effect on the Company’s financial condition or
       results of operations.

Material Off-Balance Sheet Transactions, Arrangements, Obligations and Other Relationships
of the Company with Unconsolidated Entities or Other Persons Created During The Period

     There were no material off-balance sheet transactions, arrangements, obligations and other
relationships of the Company with unconsolidated entities or other persons created during the
period.

Any Significant Elements of Income that did not arise from the registrant’s continuing
operations

    There are no significant elements of income that did not arise from the Company’s continuing
operations.


Discussion of 2003 Performance

   Results of Operations

        The Company successfully completed the divestment of its Valenzuela property in 2003
   with the sale of the remaining 3.2 hectares for P 148 million. A 50% down payment was
   made upon the signing of the Deed of Sale last March 4, 2003 and the remaining 50%
   balance was paid September 4, 2003. The Balance was secured by an irrevocable standby
   letter of credit issued by Metropolitan Bank and Trust Co.

       From the proceeds of the sale, the company was able to fully retire its remaining debt
   obligations consisting of advances from stockholders and improve its cash position to P 94.5
   million by the end of the third quarter period of 2003.

       Having concluded its balance sheet clean-up activities, the Company’s management
   pursued new investment opportunities during the year. After careful screening of various
   business opportunities, the Company agreed to invest in the growing call center outsourcing
   business via acquisition of an existing call center operation towards the fourth quarter of the
   year. On December 30, 2003, the Company’s board of Directors approved the acquisition of
   the call center business of All Asia Customer Service Holdings, Ltd. (ACSH Ltd.) in
   exchange for new shares of stocks on the company underwhich ACSH Ltd. will acquire
   controlling interest in the Company and the Company in turn will own 100% of Advanced
   Contact Solutions, Inc. (ACS), the company that owns and operates the call center business.
                                               - 18 -



        To enable the Company to be structured as a pure call center/business process
   outsourcing entity, the board also approved the spin-off its remaining land asset located in
   Calauan, Laguna to a new Company called Fil-Hispano Corporation (FHC). The board also
   approved the declaration of a property dividend consisting of one FHC share for every share
   of the Company held, in favor the Company’s shareholders of record as of January 15, 2004.

        The Company incurred a loss of P 45.8 million for the year, a slight increase over the
   same period last year. The sale of the 3.2 hectare property did not reflect a gain or loss for the
   Company, however, expenses related to the sale of the property consisting of capital gains
   tax, broker’s commission, professional and other related fees contributed to the operating
   expenses during the year. In addition, investment banking fees and other outside services
   related to the acquisition of the call center business also contributed to the increase in the
   Company’s operating expenses for 2003.

   Financial Condition

        The Company’s liquidity position improved from the previous year with current assets to
   total liabilities ratio at 1.65:1 versus 0.16:1. Non-current liability was reduced to zero from
   the previous year after the full payment of advances from stockholders amounting to P 22.11
   million. The increase in current liabilities of P 33.65 million was a result of the establishment
   of a cash and property dividends payable account consisting of a cash dividend of P 0.35 per
   share or P 17.79 million and property dividends amounting to P 22.26 million. The cash and
   property dividends declared by the Company’s Board of Directors on December 30, 2003,
   were payable to stockholders of record as of January 15, 2004.

       The Company was able to reverse its deficit of P 59.5 million in December 31, 2002 to a
   positive P 1.97 million as of year-end 2003. Immediately prior to the declaration of the cash
   and property dividends, the Company had retained earnings of P 42 million as a result of the
   transfer of the revaluation increment in land when the remaining property in Valenzuela City
   was sold in March 2003.

        As of year-end 2003, cash and cash equivalents increased by P 71.8 million from P 5.7
    million from the previous year to P 77.46 million. Net cash provided by investing activities
    amounted to P 147.33 million and was due mainly from proceeds from the sale of land. Net
    cash used in operating activities amounted to P 53.46 million while net cash used in
    financing activities amounted to P 22.11 million as a result of the repayment of advances
    from stockholders.

Discussion of 2002 Performance

Operating Highlights

       For the year 2002, the Company continued to actively pursue the sale of its real estate
    properties located in Valenzuela City and Calauan, Laguna.

        In May, a portion of the Valenzuela property with an area of 6, 148 square meters was
    sold for cash to Ellimac Prime Holdings, Inc. for P 29.74 million leaving a balance of 3.4
    hectares left unsold. During the year, Management also continued to pursue the sale, lease or
    joint venture of the 18.1 hectare Calauan property. The liquidation of other assets consisting
    of raw materials and other manufacturing assets yielded P 547 thousand during the year.
                                             - 19 -



        As initiated during the last quarter of 2001, the Company continued to maintain a lean
    organization of six people and was able to further reduced its salaries and benefits to P 1.6
    million in 2002 from P 4.7 million in 2001.

Financial Highlights

Debt Repayment

   The Company was able to fully settle its remaining bank loan obligations in 2002.

        From the combined proceeds from the sale of the Valenzuela properties consisting of
    installment payments from the sale of the 1.36 hectare portion in 2001 amounting to P 57
    million and P 29.74 million from the sale of the 6, 148 sq.m. portion in 2002, the Company
    was able to fully settle its remaining loan obligations from Mindanao Development Bank
    amounting to P 40 million, Security Bank of P 28 million and Philippine National Bank of P
    10.6 million.

   Other Financial Highlights

       The Company posted a net loss of P 45.7 million due mainly to the loss on the sale of the
   6, 148 sq.m. Valenzuela property. The 6,148 sq.m. property was sold for P 29.74 million and
   had a book value of P 59.8 million thus resulting in a loss of P 30.06 million. The
   corresponding revaluation increment of the 6,148 sq.m. property sold amounting to P 59.4
   million was transferred to retained earnings and helped reduce the Company’s deficit to P
   59.5 million from the previous years deficit of P 73.2 million.

       In 2002, the Company also recognized an impairment loss amounting to P 184.7 million
   representing the write down of its remaining Valenzuela land holdings to a recoverable
   amount. The recoverable amount was based on the last transacted price per square meter
   covering a portion of the Valenzuela property sold in March 4, 2003. The impairment loss
   was charged against the revaluation increment in property account. The remaining
   Valenzuela land had a carrying value of P 148 million as of December 31, 2002.

      By year-end the Company had a cash position of P 5.7 million and net loss carryover
   (NOLCO) amounting to P 117.1 million.

Item 7. Financial Statements

    The audited consolidated financial statements as of December 31, 2004 and 2003 and for
each of the three years in the period ended December 31, 2004, 2003 and 2002 is presented as
Exhibit “B”. The Company’s external auditors, Sycip Gorres Velayo & Co., CPAs, prepared such
financial statements and the auditors’ report was signed by Partner Florante S. Aseron.

Information on Independent Accountant

    Beginning 2004, the Company selected Mr. Florante A. Aseron as the engagement partner.
This is in compliance with SEC Memorandum Circular No. 8 dated May 5, 2003 “Rotation of
External Auditors.”
                                               - 20 -



Audit and Audit-Related Fees

   The consolidated fees billed for the audit of the Company’s annual financial statements
amounted to P754,604.40 in 2004 and P100,000.00 in 2003.

    There are no other assurance and related services rendered by the external auditor .

Tax Fees

   There are no professional services rendered by the external auditor for tax accounting,
compliance, advice, planning and any other form of tax services for the last two fiscal years.

All Other Fees

   There are no other services provided by the external auditor other than the services reported
above.

Item 8. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure

    There were no changes in and disagreements with the Company’s independent accountant on
any matter of accounting principles practices, financial statement disclosure, or auditing scope or
practice for the three years ended December 31, 2004 and 2003.


PART IV. MANAGEMENT AND CERTAIN SECURITY HOLDERS

Item 9. Directors and Executive Officers of the Registrant

    The names and ages of all officers are as follows:

           NAME                           POSITION                    AGE          CITIZENSHIP
 Tarcisio M. Medalla            Chairnam & President                   56             Filipino
 Roger Leo A. Cariño            Director & Treasurer                   46             Filipino
 Christopher B. Maldia          Director & Corporate Secretary         44             Filipino
 Ana Maria A. Katigbak          Assistant Corporate Secretary          36             Filipino
 Victor M. Endaya               Director                               56             Filipino
 Raul M. Leopando               Independent Director                   55             Filipino
 Manuel R. Lozano               Director                               34             Filipino
 George Y. Sycip                Director                               48             Filipino
 Roberto A. Atendido            Director                               58             Filipino
 Jose Antonio A. Lichauco       Independent Director                   46             Filipino

        Tarcisio M. Medalla was elected Director of the Corporation on December 30, 2003. He
is the Chairman of the Board of Advanced Contact Solutions, Inc. He is concurrently a director of
NGL Pacific Limited, a privately held investment company with an RHQ in Manila and affiliated
with ACSH Ltd. He holds directorships in the Group’s subsidiaries in the Philippines. He has
been connected with NGL since 1983. He graduated with a BSC degree, major in Accounting,
from De La Salle University. He attended the Advanced Management Program (AMP) at the
Harvard Business School. He is a Certified Public Accountant.
                                             - 21 -



        Roger Leo A. Cariño has been a Director and Treasurer of the Corporation since
December 30, 2003 and acts as the Corporation’s Compliance Officer. He concurrently serves as
President of Philippine Animation Studio Inc. as well as a Director of NGL Pacific Limited, a
privately held investment company with an RHQ in Manila and affiliated with ACSH Ltd. He
has been connected with NGL since 1990. He graduated with a BSC degree, major in
Accounting, from Ateneo de Naga College. He is a Certified Public Accountant.

       Christopher B. Maldia has been a Corporate Secretary and a Director of the Corporation
since December 2003. He is a Corporate Secretary of Pacific Wireless Inc., Palagian Inc.,
Tanggulan Inc., and Pacific Petrogas Corporation. He graduated with A Bachelor of Laws degree
from Ateneo de Manila University. He also has a Master of Laws in International Legal Studies
from New York University School of Law. He is a member of the Philippine BAR.

        Victor M. Endaya has been a Director of the Corporation since March 1, 2004. He is the
President of Advanced Contact Solutions, Inc. He was General Manager and Chief Operating
Officer of First Choice Foods Corporation, Chairman/President of St. Dominique Comdata Inc.
and E2 Solutions Inc., President and General Manager of Van Melle Philippines Inc., CEO/CFO
of Van Melle China, CFO of Zilog Phils. Inc., Chairman of the Semiconductor Finance Group of
the Philippines and Director of SEIFE. He was also the General Manager/Finance Manager of
American Optical Phils. Inc.-Warner Lambert Group, Audit Manager of Colgate Palmolive
Philippines and was an executive in the Regional Office of American Express-Travel Division in
Asia Pacific Region. He graduated with a BSC degree, major in Accounting, from De La Salle
University. He has a Masters Degree in Business Economics at the University of Asia Pacific,
and is an MBA candidate at Ateneo de Manila University and the University of the Philippines.
He is a Certified Public Accountant.

        Raul M. Leopando has been a Director of the Corporation since January 25, 1999 to
December 30, 2003 and was re-elected on February 26, 2004. For the last five years, he has been
involved in the investment banking business. He is concurrently the President/CEO and Director
of RCBC Capital Corporation. He is concurrently the Chairman of the Board of RCBC Securities,
Inc. He is a member of the Board of Directors of Charter Land and Intervest Corporation. He is
a Director of the Investment Houses Association of the Philippines (IHAP) and Chairman of its
Legislative Committee.

        Manuel R. Lozano has been elected as a director of the Corporation on May 28, 2004.
He graduated with a BS in Business Administration from the University of the Philippines
(Diliman) in 1992. Since then he has been involved in Investment Banking primarily with
Jardine Fleming and CLSA Exchange Capital Inc., where he was a Vice President for Corporate
Finance. He also has an MBA degree from the Wharton School of the University of
Pennsylvania and worked for two years in the Capital Markets Department of Robert Fleming &
Co. (London, U.K.). In 2004, Manuel joined NGL Pacific Limited to handle Corporate Finance.

         George Y. Sycip has been elected as a director of the Corporation on October 01, 2004.
He is the Managing Director of Philippine Opportunities First Ltd. He is also concurrently a
Director of Beneficial-PNB Life Insurance co., First Dominion Prime Holdings, Inc., Universal
Rightfield Property Ventures, Inc. and MacroAsia Corporation. In the U.S., he is on the Boards
of the California Southeast Asia Business Council and Stanford University’s Institute for
International Studies. He was formerly an advisor to the Board of Directors of Bank Central Asia
and Senior Vice President and Chief Financial Officer of United Savings Bank. He holds a
                                              - 22 -


Masters in Business Administration degree from the Harvard Business School and a Bachelors
Degree in International Relations/Economics from Stanford University.

         Roberto A. Atendido has been elected as a director of the Corporation on October 01,
2004. He has the distinction of being a former President of the Investment House Association of
the Philippines. He is concurrently a Director of the Phimco Industries, Inc., Maricalum Mining
Corporation, Marcopper Mining Corporation, Premiere Entertainment Production, Inc., Leisure
and Resorts World Corporation, AB Leisure Exponent, Inc., GEM Communications Holdings
Corporation, Philippine Business Bank, Medi-Data, Inc., Global Idealogy, Inc., Grace Park
International, Inc. and the Philippine Stock Exchange. He was previously the President of Insular
Investment & Trust Corporation, Managing Director of Asian Oceanic Holdings (Phils.) Inc.,
Managing Director of PT Duta Perkasa Chandra Inti Leasing (Indonesia), Vice President of PC1
Capital Asia Ltd. (Hong Kong) and Bancorn International, Ltd. (Hong Kong). He also holds a
Masters Degree in Business Management from the Asian Institute of Management.

        Jose Antonio A. Lichauco has been elected as a director of the Corporation on May 28,
2004. He is currently Senior Vice President and Chief Financial Officer of Automated
Technology (Phils) Inc. Prior to his present position, he was a Director at Asian Alliance
Investment Corp., specializing in Investment Banking and Corporate Finance. He also held
positions at Insular Investment and Trust Corporation and at SGV & Co. He obtained his Masters
in Business Administration from Columbia University in New York, USA in 1989.

Involvement in Certain Legal Proceedings

        None of the directors and executive officers were involved during the past five years and
as of date of this report in any bankruptcy proceeding. Neither have they been convicted by final
judgment in any criminal proceeding or been subject to any order, judgment or decree of
competent jurisdiction, permanently or temporarily enjoining, barring, suspending, or otherwise
limiting their involvement in any type of business, securities, commodities or banking activities,
nor found in action by any court or administrative body to have violated a securities or
commodities law.

Independent Directors

       The Company’s independent director is Mr. Raul M. Leopando and Mr. Jose Antonio A.
Lichauco.

Significant Employees

      There are no persons who are not executive officers but who are expected by the
Company to make a significant contribution to the business.

Family Relationship

    None of the directors and executive officers is related to each other by affinity or
consanguinity.

Certain Relationships and Related Transactions

    There has been no transaction during the last two years, nor is any transaction presently
proposed, to which the Company was or is to be a party in which any director or executive officer
                                               - 23 -


of the Company, or nominee for election as a director, or owner of more than 10% of the
Company’s voting securities, or voting trust holder of 10% or more of any class of the
Company’s securities, or any member of the immediate family or any of the foregoing persons
had or is to have a direct or indirect material interest. In the ordinary and regular course of
business, the Company had or may have transactions with other companies in which some of the
foregoing persons may have an interest.

     As of December 31, 2004, ACSH Ltd holds more than 50% of the Company’s voting
securities.

Item 10. Compensation of Directors and Executive Officers

    The aggregate amount paid by the Corporation to its directors and executive officers as a
group was P 32,898 for 2004 and P 1.039 million for 2003. For 2005, the company will be
submitting a plan for the compensation of its directors and officers. The compensation will be
performance based and can be in the form of cash or stock options or a combination thereof.

                                     Annual Compensation
      NAME &                                                                     OTHER
     POSITION              YEAR             SALARY              BONUS         COMPENSATION
1. Antonio C. Lopez         2003                348,515           0                0
– Treasurer (resigned       2004                 29,809           0                0
12/30/03)
2. Directors and            2002                  494,810          0                    0
executive officers as       2003                1,039,810          0                    0
a group unnamed             2004                    3,089          0                    0

    Aside from the above named persons, no other executive officer of the corporation is
receiving any regular compensation or bonuses whether in cash or in kind.

Employment Contracts and Termination of Employment and Change-in-Control
Arrangements.

    Not applicable. There are no employment contracts between the registrant and executive
officers/directors nor any compensatory plan or arrangement, including payments to be received
from the registrant, if such plan or arrangement results or will result from resignation, retirement
or any other termination of such executive officer or director’s employment with the registrant
and its subsidiaries or from change-in-control.

Warrants and Options Outstanding: Repricing

    Not applicable. The Company has no outstanding warrants and options.

Item 11. Security Ownership of Certain Beneficial Owners and Management

11.1 Security Ownership of Certain Record and Beneficial Owners

       As of December 31, 2004 the Company has no knowledge of any individual or any party
who beneficially owns in excess of 5% of FH common stock except as set forth in the table
below:
                                                 - 24 -


                    Name and Address of           Name of Beneficial        Citizenship    Number of     Percent of
Title of Class         Record Owner &           Owner & Relationship                      Shares Held       Class
                   Relationship with Issuer      with Record Owner
Common           All Asia Customer Service    Shareholders of All Asia       Foreign       466,891,880    77.8153%
                 Holdings, Ltd.               Customer Service
                 C/o Fil-Hispano Holdings     Holdings, Ltd. are Expac
                 Corporation                  Ltd. & Eddborton Ltd.
Common           PCD Nominee Corp.            Beneficial owners are the     Philippines    95,104,991     15.8508%
                 G/F MSE Bldg., 6767 Ayala    clients of the PCD
                 Ave., Makati City            participants brokers. Fil-
                                              Hispano        has      no
                                              information on the identity
                                              of these beneficial owners.

Security of Ownership of Management (as of December 31, 2004):

 Title of        Name of Beneficial                       Amount of         Citizenship      Percent of
  Class          Owner                                    Beneficial                           Class
                                                          Ownership
Common           Tarcisio M. Medalla                        100               Filipino     0.00002%
                 Chairman & President
Common           Roger Leo A. Carino                          100             Filipino     0.00002%
                 Director & Treasurer

Common           Christopher B. Maldia                        100             Filipino     0.00002%
                 Director & Corporate Secretary

Common           Ana Maria A. Katigbak                         0              Filipino     0.00000%
                 Assistant Corporate Secretary
Common           Victor M. Endaya                             100             Filipino     0.00002%
                 Director
Common           Raul M. Leopando                            1,000            Filipino     0.00017%
                 Independent Director
Common           Manuel R. Lozano                             100             Filipino     0.00002%
                 Director
Common           George Y. Sycip                              100             Filipino     0.00002%
                 Director
Common           Roberto A. Atendido                          100             Filipino     0.00002%
                 Director
Common           Jose Antonio A. Lichauco                     100             Filipino     0.00002%
                 Independent Director

   The shareholdings of the above-named directors and officers aggregate to 1,800 shares or
0.0003% of the outstanding capital stock of the Company.

Voting Trust Holder of 5% or more / Changes in control

   There are no voting trust agreements or any other similar agreement which may result in a
change in control of the Company of which the Company has any knowledge. No change in
control of the Registrant has occurred since the previous fiscal year.
                                            - 25 -


Item 12. Certain Relationships and Related Transactions

   Not Applicable

PART V. CORPORATE GOVERNANCE

Compliance with Corporate Governance Practices

   The Company, through its previous Compliance Officer Mr. Antonio Ramon C. Lopez and its
incumbent Compliance Officer Mr. Roger A. Cariño, have monitored the Company’s compliance
with SEC Memorandum Circular No. 2 dated April 5, 2002 and the relevant SEC Circulars on
Corporate Governance and noted that no substantive or major deviations occurred. The
Company’s directors and officers have complied with the practice and policies contained in the
Company’s Manual on Corporate Governance. The Company has submitted its self-rating
performance assessment sheet in compliance with SEC’s requirements. The Company’s
President and Treasurer and some directors attended a seminar on corporate governance
conducted by the Knowledge Institute and SGV & Co. The Company’s new directors will be
encouraged to attend the seminar as well.

PART VI- EXHIBITS AND SCHEDULES

Item 13. Exhibits and Reports on SEC Form 17-C

           (a) Exhibits

 Exhibit A - Reports on SEC Form 17-C; Exhibit B – Audited Financial Statements
                                              - 26 -



                                        SIGNATURES

 Pursuant to the requirements of Section 17 of the Code and Section 141 of the Corporation
 Code, the registrant has duly caused this report to be signed on its behalf by the undersigned;
 thereunto duly authorized, in the City of _______________ on ________, 2005.

 FIL-HISPANO HOLDINGS CORP.                            Issued By:


     (Original Signed)                                                  (Original Signed)
  TARCISIO M. MEDALLA                                               CHRISTOPHER B. MALDIA
  President & Chairman of the Board                                 Corporate Secretary


      (Original Signed)                                                (Original Signed)
   ROGER LEO A. CARIÑO                                              SHERI A. INOCENCIO
   Treasurer                                                        Finance Manager


SUBSCRIBED AND SWORN to before me this _________ day of ___________ 2005 ___
   affiant(s) exhibiting to me his/their Residence Certificates, as follows:

NAMES                         RES. CERT. NO.              DATE OF ISSUE               PLACE OF ISSUE
Tarcisio M. Medalla           14639689                    January 10, 2005            Makati City
Roger Leo A. Carino           14613490                    January 03, 2005            Makati City
Christopher B. Maldia         14624812                    January 05, 2005            Makati City
Sheri A. Inocencio            14652652                    January 13, 2005            Makati City

NOTARY PUBLIC
Doc. No. ______;
Page No. ______;
Book No. ______;
Series of 2005.
                                         - 27 -




                                                                                   Exhibit A

Reports on SEC Form 17-C

    Date Filed                                    Items Reported

January 5, 2004    Copy of certification on attendance of the members of the Board of
                   Directors of the Corporation during board meetings for the year 2003.

January 19, 2004   Copy of Amendment of SEC 17-C filed last December 30, 2003.

January 20, 2004   Disclosure on the following:

                   1. That on January 16, 2004, the Securities and Exchange Commission
                      approved Fil-Hispano Holding’s Corporation’s application for
                      increase in authorized capital stock from P60 million to P600 million
                      together with the corresponding amended articles of incorporation.
                      The Certificates of Increase in Capital Stock and Amended Articles
                      of Incorporation were released on January 20, 2004.

                   2. The initial subscription by All Asia Customer Service Holdings Ltd.
                      to 135,000,000 common shares will be issued from the above
                      increase in capital stock. This will be followed by the subscription to
                      414,173,880 common shares in exchange for shares of stock of
                      Advanced Contact Solutions, Inc.

January 29, 2004   Copy of the certification by the Company’s Compliance Officers on the
                   Company’s Compliance with SEC Memorandum Circular No. 2 on the
                   Code of Corporate Governance and the Company’s Manual on Corporate
                   Governance.

April 22, 2004     Disclosure on the following:

                   1. The annual stockholders’ meeting of Fil-Hispano Holdings
                      Corporation will be held on May 28, 2004 at 2:00 p.m. at the Makati
                      Sports Club, Alfaro Street, Salcedo Village, Makati City. The record
                      date is on April 26, 2004.

                   2. The tentative agenda is as follows:

                       •   Call to order
                       •   Proof of notice and certificate of quorum
                       •   Approval of minutes of previous stockholders meeting
                       •   Management Report and Audited Financial Statements for year
                           ended December 31, 2003
                       •   Ratification of previous corporate acts
                       •   Amendments of Articles of Incorporation to delete land
                                     - 28 -


                       ownership from the primary purpose
                   •   Election of directors
                   •   Appointment of external auditors
                   •   Other matters
                   •   Adjournment

May 28, 2004   Disclosure on the following:

               1. Election of the following members of the Board of Directors:

                   •   Tarcisio M. Medalla
                   •   Roger A. Cariño
                   •   Christopher B. Maldia
                   •   Victor M. Endaya
                   •   Nelson T. Yap
                   •   Manuel R. Lozano
                   •   Sheri A. Incocencio
                   •   Raul M. Leopando (Independent Director)
                   •   Jose Antonio A. Lichauco (Independent Director)

               2. Approval on the amendment Articles of Incorporation deleting land
                  ownership from the Primary Purpose clause.

               3. Approval on the amendment to the By-laws to include provisions on
                  the nomination and election of independent directors as required by
                  Securities and Exchange Commission.

               4. Election of the followings officers:

                   •   Chairman/President          -     Tarcisio M. Medalla
                   •   Treasurer                   -     Roger A. Cariño
                   •   Corp. Secretary             -     Christopher B. Maldia
                   •   Asst. Corp. Secretary       -     Ana Maria A. Katigbak

               5. Election of the members of the audit, compensation and nomination
                  committees:

                   •   Audit Committee             -     Raul Leopando (Chairman)
                                                   -     Antonio Lichauco
                                                   -     Nelson T. Yap
                                                   -     Roger A. Cariño

                   •   Compensation Committee      -     Tarcisio M. Medalla (Chairman)
                                                   -     Roger A. Cariño
                                                   -     Victor Endaya

                   •   Nominations Committee       -     Tarcisio M. Medalla (Chairman)
                                                   -     Christopher B. Maldia
                                                   -     Raul Leopando
                                         - 29 -


                                                        -   Haidee Enriquez (non-voting)

                   6. The compliance officer under the Company’s Manual on Corporate
                      Governance and Anti-Money Laundering Manual continues to be Mr.
                      Maldia.

October 25, 2004   Copy of response to PSE letter dated October 25, 2004 clarifying matters
                   reported under the news item entitled “Fil-Hispano acquires call center
                   unit” published in the October 25, 2004 issue of the Philippine Star. Fil-
                   Hispano was requested to confirm the veracity of the statement: “Listed
                   company Fil-Hispano Holdings Corporation (FHC) has completed its
                   acquisition of Advanced Contact Solutions, Inc. (ACS), a call center firm
                   previously owned by Hong Kong’s All Asia Customer Service Holdings
                   Ltd.” FHC stated in its reply that “ while both the Securities and
                   Exchange Commission approved the valuation of the 414,173,880
                   common shares and the Bureau of Internal Revenue issued in its tax-free
                   ruling just last week, the stock certificate representing the ACS shares to
                   be issued in the name of Fil-Hispano Holdings Corporation and the
                   corresponding FHC stock certificate representing the 414,173,880
                   common shares to be issued as of today pending completion of certain
                   Bureau of Internal Revenue requirements. Upon the issuance of the stock
                   certificates, the acquisition may be considered completed. FHC hopes to
                   complete the acquisition within this week and will accordingly disclose
                   the matter.”

October 27, 2004   Copy of letter to PSE dated October 27, 2004 advising that the
                   subscription of All Asia Customer Service Holdings Ltd. to 414,173,880
                   common shares of Fil-Hispano Holdings Corporation has been completed
                   today and the corresponding stock certificate has been issued. This
                   likewise completes Fil-Hispano’s acquisition of its call center Advanced
                   Contact Solutions, Inc.

November 5, 2004   Copy of letter to PSE dated November 5, 2004 requesting the Exchange
                   to impose a trade halt on FHHC common shares during the offer period of
                   November 8, 2004 until November 19, 2004. This is requested in
                   connection with secondary offer by All Asia Customer Service Holdings,
                   Inc. of 60 million (“Offer Shares”) Fil-Hispano Holdings Corporation
                   (“FHHC”) common shares.

                   The following schedule was also disclosed in the letter:

                   Price Setting Date                               November 8, 2004
                   Start of the Offer                               November 10, 2004
                   End of Offer (Brokers)                           November 12, 2004
                   End of Offer (Underwriters)                      November 17, 2004
                   Target Cross Date and Resumption of Trading      November 22, 2004
                                            - 30 -



     FIL-HISPANO HOLDINGS CORPORATION
              Unit 2902 Jollibee Plaza, Emerald Ave., Ortigas Center, Pasig City
                                      Tel No. 840-5151



April 14, 2005


Securities and Exchange Commission
SEC Building, EDSA Greenhills
Mandaluyong City



MANAGEMENT RESPONSIBILITY FOR FINANCIAL STATEMENTS


The management of Fil-Hispano Holdings Corporation and Subsidiary is responsible for
all information and representations contained in the consolidated financial statements for
the year ended December 31, 2004. The consolidated financial statements have been
prepared in conformity with generally accepted accounting principles and reflect amounts
that are based on the best estimates and informed judgment of management with an
appropriate consideration to materiality.

In this regard, management maintains a system of accounting and reporting which
provides for the necessary internal controls to ensure that transactions are properly
authorized and recorded, assets are safeguarded against unauthorized use or disposition
and liabilities are recognized. The management likewise discloses to its external auditor:
(1) all significant deficiencies in the design or operation of internal controls that could
adversely affect its ability to record, process, and report financial data; (2) material
weaknesses in the internal controls; and (3) any fraud that involves management or other
employees who exercise significant roles in internal controls.

The Board of Directors reviews the consolidated financial statements before such
statements are approved and submitted to the stockholders of the Company.

Sycip, Gorres, Velayo & Co., CPA’s the independent auditors appointed by the
stockholders have examined the consolidated financial statements of the Company in
accordance with generally accepted auditing standards and have expressed their opinion
on the fairness of presentation upon completion of such examination, in the attached
report to the stockholders.
                                       - 31 -




                                (Original Signed)

                             TARCISIO M. MEDALLA
                        Chairman of the Board and President


 (Original Signed)                                           (Original Signed)
ROGER A. CARIÑO                                           SHERI A. INOCENCIO
    Treasurer                                               Finance Manager


SUBSCRIBED AND SWORN to before me this ______ day of _____________ 2005
  ___ affiant(s) exhibiting to me his/their Residence Certificates, as follows:

NAMES                   RES. CERT. NO.              DATE OF ISSUE       PLACE OF ISSUE
Tarcisio M. Medalla     14639689                    January 10, 2005    Makati City
Roger Leo A. Carino     14613490                    January 03, 2005    Makati City
Sheri A. Inocencio      14652652                    January 13, 2005    Makati City

NOTARY PUBLIC
Doc. No. ______;
Page No. ______;
Book No. ______;
Series of 2005
                                              - 32 -



   FIL-HISPANO HOLDINGS CORPORATION
                   9/F Citibank Center, 8741 Paseo de Roxas, Makati City


October 06, 2005


Ms. Justina F. Callangan
Director
Securities and Exchange Commission
SEC Building, EDSA, Greenhills
Mandaluyong City, Metro Manila

Dear Ms. Callangan,

This refers to your letter dated August 9, 2005 relating to your findings on the Company’s 2004
Annual Report (SEC Form17-A).

The following is our explanation to your findings:

                   FINDINGS                                           REMARKS
General Disclosures
Schedule A. Marketable Securities –
(Current Marketable Equity Securities and
Other Short-term Cash Investments).
Are the following conditions exist?
1. Greater of the aggregate cost or the              None; Short-term cash deposits (see Note 3)
aggregate market value of current marketable         represent only 0.20% of the total assets.
equity securities as of the balance sheet date
constitute 10% or more of total assets.
2. Amount of other short-term cash investments       None.
shown in the balance sheet constitutes 10% or
more of total assets.
3. Greater of the aggregate cost or the              None.
aggregate market value of current marketable
equity securities plus the amount of Other
Short-Term Cash Investments constitute 10%
or more of total assets.
If either of the above condition exist, are the
following information presented in a tabular
format?
(a) Name of issuing entity and association of        (a-e) Not applicable, because none of the
each issue is stated separately or within            conditions exist.
reasonable groupings.
(b) Number of shares or principal amount of
bonds and notes.
(c) Amount shown in the Balance Sheet
including the basis of determining the amounts.
(d) Valued based on market quotation at
                                               - 33 -


Balance Sheet date.
(e) Income received and accrued.
Schedule B. Amounts Receivable from
Directors, Officers, Employees, Related
Parties and Principal Stockholders (Other
than Related Parties)
Are the following conditions exist?
1. Receivables from any person among the           Yes. The following exists:
Directors, Officers, Employees, and Other          (1) Advances to officers and employees
Related Parties and Principal Stockholders         presented in Note 4 to the consolidated
amounting to more than PhP100,000 or 1% of         financial statements, and
Total Assets, whichever is less.                   (2) Advances to related parties presented in the
                                                   Consolidated Balance Sheets and Note 12 to
                                                   the consolidated financial statements.
2. If the above condition exist, are the
following information presented in a tabular       For Advances to officers and employees:
format?                                            (a-h) Not applicable, because the said
                                                   receivables from officers and employees are
                                                   from ordinary travel and expense advances and
                                                   for other such items arising in the ordinary
                                                   course of business.
                                                   For Advances to related parties:
(a.) Name and designation of debtor shown          Yes. Please refer to Note 12 to the consolidated
     separately for accounts receivables and       financial statements.
     notes receivables,
(b.) Balance at beginning of period;               Not applicable.
(c.) Addition;                                     Not applicable.
(d.) Amount collected (if collection was other     Yes. Please refer to Note 12 to the consolidated
     than cash include explanation);               financial statements.
(e.) Amounts written off including reasons for     Not applicable.
     write off;
(f.) Current;                                      Not applicable. All are Noncurrent.
(g.) Not current;                                  Yes. All Advances to related parties are
                                                   presented under Noncurrent Assets in the
                                                   Consolidated Balance Sheets.
(h.) Balance at end of period.                     Yes. Please refer to Note 12 to the consolidated
                                                   financial statements.
Schedule C. Non current Marketable Equity
Securities, Other Long-Term Investments in
Stock, and Other Investments
Are the following conditions exist?
1. Total of the Long Term Investment is at least   None in 2004.
5% of Total Assets either at beginning or at end
of period.
2. There is a material change in information       Please refer to Note 7 to the consolidated
from previously reported.                          financial statements for the disclosure of the
                                                   changes from 2003 to 2004.
                                                 - 34 -



If the above two conditions exist, are the
following information presented in a tabular
format?
(a) Name of issuing entity and description of         Please refer to Notes 1 and 7 of the notes to the
investment (list should group separately              consolidated financial statements for 2003.
securities of (i) unconsolidated subsidiaries, (ii)
other related parties, and (iii) other companies,
the investment in which is accounted for by the
entity method. State separately investments in
individual related parties which, when
considered with related advances, exceed 2%
of Total Assets
(b). Number of shares or principal amount             Please refer to Notes 1 and 7 of the notes to the
bonds and notes including the percentage of           consolidated financial statements for 2003.
ownership interest represented by shares if
material;
(c). Amount in peso;                                  Please refer to Notes 1 and 17 of the notes to
                                                      the consolidated financial statements for 2003.
(d). Equity earnings (losses) of investees for        None.
the period (total of the column corresponds to
the amount in the related income statement
caption);
(e). Other including description, and                 None.
explanation if cost represents other than a cash
expenditure distribution of earnings of
investees ;
(f). Other describing cost of securities sold and     Please refer to Notes 1 and 7 of the notes to the
how determined, amount received, and                  consolidated financial statements for 2003.
disposition of resulting profit and loss;
(g). Dividends received from investments not          None.
accounted for by the equity method.
Schedule D. Receivable from (indebtedness
of) Unconsolidated Subsidiaries and Related
parties required
1. Total amount of receivables from                   None; Advances to related parties represent
unconsolidated Subsidiaries and related parties       only 2% of the total assets. Please refer to
is at least 5% of Total Assets either at              Note 12 of the notes to consolidated financial
beginning or at end of period.                        statements.
2. There is a material change in information          None.
from previously reported.
If the above two condition exist, are the
following information presented in tabular
format:
(a). Name of related parties;                         (a-c) Not applicable, because none of the
(b). Balance sheet at beginning of period;            conditions exist.
(c). Balance sheet at end of period. Include
explanation on Nature and purpose of any
material increase.
                                             - 35 -



Schedule E. Intangible Assets – Other Assets
Are the following information presented in a
tabular format?
(a) Description;                                 (a) Yes. Please refer to Note 8 to the
                                                 consolidated financial statements.

(b) Beginning balance;                           (b) Yes. Please refer to Note 8 to the
                                                 consolidated financial statements.

(c) Additions to cost including the nature of     (c) Yes. Please refer to Notes 1, 8, 12 and 17
the change and the other accounts affected. For to the consolidated financial statements.
cost of additions representing other than cost,
include description;
(d) Charged to cost and expenses;                 (d) Yes. Amortization of goodwill is
                                                  presented as part of “General and
                                                  Administrative Expenses-Depreciation and
                                                  Amortization” in the 2004 consolidated
                                                  financial statements.
(e) Charged to other accounts;                    (e) Not applicable.
(f) Other changes additions (deductions);         (f) Yes. Please refer to Notes 1, 8, 12 and 17
                                                  to the consolidated financial statements.
(g) Ending balance.                               (g) Yes. Please refer to Note 8 to the
                                                  consolidated financial statements.
Schedule F. Long-Term Debt
Are the following information presented in a
tabular format?
(a). Title of issued and Type of Obligation;      (a) Yes. Please refer to Note 9 to the
                                                  consolidated financial statements.
(b). Amount authorized by indenture;              (b) Not applicable.
(c). Amount shown under caption “Current          (c) Yes. Please refer to Consolidated Balance
portion of Long-term debt in related Balance      Sheets.
Sheet
(d). Amount shown under caption “ Long-term (d) Yes. Please refer to Consolidated Balance
debt in related Balance Sheet including interest Sheets and Note 9 to the consolidated financial
rates, amount or number of period installments, statements.
and maturity dated.
Schedule G. Indebtedness to Related Parties
Are the following conditions exist?
1. Total of Indebtedness to Related Parties is at Yes.
least 5% of Total Assets either at beginning or
at end of period.
2. There is a material change in information      Yes.
from previously reported?
If the above two conditions exist, are the
following information presented in tabular
format:
(a). Name of related party;                       Yes. Please refer to Note 12 to the
                                                  consolidated financial statements.
(b). Balance at beginning of period;              Not applicable.
                                               - 36 -


(c). Balance at end of period. Include the          Yes. Please refer to Note 12 to the
nature and purpose of any material increase         consolidated financial statements.
during the period is in excess of 10% of the
related balance at either beginning or end of the
period.
Schedule H. Guarantees of Securities of
Other Issuers
Are the following information presented in
tabular format?
(a). Name of issuing entity of securities           (a-e) Not applicable. There are no guarantees
guaranteed by the company which this                of securities of other issuers.
statement is filed;
(b). Title of issue of each class of securities
guaranteed;
(c). Total amount of guaranteed and
outstanding;
(d). Amount owned by person for which
statement is filed;
(e). Nature of guarantee
Schedule I. Capital Stock
Are the following information presented in
tabular format?
(a). Title of issue;                                Yes. Please refer to Consolidated Statements
                                                    of Changes in Stockholders’ Equity
(b). Number of shares authorized;                   Yes. Please refer to Consolidated Statements
                                                    of Changes in Stockholders’ Equity
(c). Number of shares issued and outstanding at     Yes. Please refer to Consolidated Statements
shown under the related balance sheet caption;      of Changes in Stockholders’ Equity
(d). Number of shares reserved for options,         Yes. Please refer to Note 11 to the
warrants, conversion and other rights;              consolidated financial statements.
(e). Number of shares held by related parties;      Yes. Please refer to Note 11 to the
                                                    consolidated financial statements.
(f). Directors, officers and employees;             Not applicable. These represent only
                                                    0.000417% of the total issued shares as of
                                                    December 31, 2004.
(g). Other.                                         Yes. Please refer to Note 11 to the
                                                    consolidated financial statements.


We hope that the above explanation will satisfy your requirements.

Thank you.


Very truly yours,

  (Original Signed)
TARCISIO M. MEDALLA
Chairman and President

								
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