July 07, 2006 Philippine Stock Exchange, Inc. 4/F PSE Center

July 07, 2006

Philippine Stock Exchange, Inc. 4/F PSE Center, Exchange Road Ortigas Center, Pasig City

Attention: Ms. Jurisita M. Quintos Senior Vice President – Operations Group

Gentlemen:

We are sending you herewith the Amended Definitive Information Statement (SEC Form 20- IS) of Anglo Philippine Holdings Corporation for the year 2006, which names Mr. Jose Ma. A. Rufino as a nominee for independent directorship, in lieu of Mr, Jose R. Reyes, Jr.

Very truly yours,

ADRIAN S. ARIAS Executive Vice President/ Asst. Corporate Secretary

“Helping Build the Filipino future” 6th Floor, Quad Alpha Centrum, 125 Pioneer Street Mandaluyong City 1550, Philippines Tel Nos.: (632)631-5139. (632)635-6120.Fax No.: (632)631-3113. E-mail: [email protected]

COVER SHEET 1 4 1 0 2 S.E.C. Registration Number A N G L O P H I L I P P I N E H O L D I N G S

C O R P O R A T I O N

(Company's Full Name) 6 t h F l o o r , Q u a d A l p h a C e n t r u m

B u i l d i n g , 1 2 5 P i o n e e r S t r e e t

M a n d a l u y o n G C i t y (Business Address : No. Street City / Town / Province) Atty. Adrian S. Arias +63(2)6315139 Contact Person Company Telephone Number SEC Form 20-IS (Amended) 1 2 3 1 Month Day FORM TYPE Month Day Annual Meeting

Secondary License Type, If Applicable

Dept. Requiring this Doc. Amended Articles Number/Section Total Amount of Borrowings

Total No. of Stockholders Domestic Foreign

To be accomplished by SEC Personnel concerned

File Number LCU

Document I.D. Cashier

S T A M P S

Remarks = pls. use black ink for scanning purposes

SECURITIES AND EXCHANGE COMMISSION

SEC FORM 20-IS (Amended)

INFORMATION STATEMENT PURSUANT TO SECTION 20 OF THE SECURITIES REGULATION CODE

1. Check the appropriate box:

______Preliminary Information Statement

_____X____ Definitive Information Statement

______Additional Materials

2. Name of Registrant as specified in its charter ANGLO PHILIPPINE HOLDINGS CORPORATION

3. Province, country or other jurisdiction of incorporation or organization Philippines

4. SEC Identification Number 14102

5. BIR Tax Identification Code 041–000–175–630

6. Address of principal office 6th Floor, Quad Alpha Centrum, 125 Pioneer Street, Mandaluyong City 1550

7. Registrant’s telephone number, including area code (632) 631-5139; 635-6130

8. July 28,2006 3:00 P.M. at the Makati AB Room, Makati Shangri-La Ayala Avenue corner Makati Avenue, Makati City 1200, Philippines

9. Approximate date on which the Information Statement is first to be sent or given to security holders July 7, 2006

10. In case of Proxy Solicitation: Not Applicable

11. Securities registered pursuant to Section 8 and 12 of the Code (information on number of shares and amount of debt is applicable only to corporate registrants):

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

Common Stock (P1.00 par value) 1,072,000,000 Long Term Debt P571,870,000.00 12. Are any or all of registrant’s securities listed on the Philippine Stock Exchange?

Yes ____X_____ No ______

ANGLO PHILIPPINE HOLDINGS CORPORATION 6th Floor, Quad Alpha Centrum 125 Pioneer Street, Mandaluyong City 1550, Philippines Tel (632) 631-5139; 631-6530; Fax (632) 631-3113

INFORMATION STATEMENT

PART I

A. General Information

Item 1. Date, time and place of meeting of stockholders

(a) The 2006 Annual Meeting of Stockholders (the “Meeting”) of Anglo Philippine Holdings Corporation (the “Company”) will be held on 28 July 2006, 3:00 p.m., at the Makati AB Room, Makati Shangri-La, Ayala Avenue corner Makati Avenue, Makati City 1200, Philippines. The complete mailing address of the Company is 6th Floor, Quad Alpha Centrum, 125 Pioneer Street, Mandaluyong City 1550, Philippines.

(b) This Information Statement will be sent to stockholders at least fifteen (15) days prior to the date of the Meeting in accordance with existing rules and the Company’s By-Laws, or on or before 13 July 2006.

Item 2. Dissenters' Right of Appraisal

A stockholder has the right to dissent and demand payment of the fair market value of his shares in case: (i) any amendment to the Company’s Articles of Incorporation has the effect of changing or restricting the rights of any stockholder or class of shares, or of authorizing preferences over the outstanding shares, or of extending or shortening the term of corporate existence; (ii) of any sale, lease, mortgage or disposition of all or substantially all of the corporate property or assets; and, (iii) of merger or consolidation.

NO corporate action is being proposed or submitted in the Meeting that may call for the exercise of a stockholder’s right of appraisal.

At any time after this Information Statement has been sent out, any stockholder who voted against the proposed action above and wishes to exercise his right of appraisal must make a written demand, within thirty (30) days after the date of the Meeting or when the vote was taken, for the payment of the fair market value of his shares. Upon payment, he must surrender his stock certificates. No payment shall be made to any stockholder unless the Company has unrestricted retained earnings in its books to cover such payment.

Item 3. Interest or Opposition of Certain Persons in Matters to be Acted Upon

(a) At any time since the beginning of the last fiscal year, NO director, officer, nominee for election as director, or associate of such director, officer or nominee has any substantial interest, direct or indirect, by security holdings or otherwise, in any of the matters to be acted upon in the Meeting, other than election to office.

(b) As of the date this Information Statement is given to stockholders of record, NO director of the Company has informed the Company in writing that he intends to oppose any action to be taken by the Company at the Meeting.

B. Control and Compensation Information

Item 4. Voting Securities and Principal Holders Thereof

The Company’s capital stock is composed of common shares only.

(a) Record Date. The Record Date with respect to this solicitation is 30 May 2006. Only stockholders of record as at the close of business on 30 May 2006 are entitled to notice of, and to vote at, the Meeting.

(b) Outstanding Shares. As of Record Date, the Company's outstanding capital stock is 1,072,000,000 common shares with each share entitled to one (1) vote.

(c) Cumulative Voting. A stockholder entitled to vote at the Meeting shall have the right to vote in person or by proxy the number of shares registered in his name in the stock transfer book of the Company for as many persons as there are directors to be elected. Each stockholder shall have the right to cumulate said shares and give one nominee as many votes as the number of directors to be elected multiplied by the number of his shares shall equal, or he may distribute them on the same cumulative voting principle among as many nominees as he shall see fit; provided, that the number of votes cast by a stockholder shall not exceed the number of his shares multiplied by the number of directors to be elected.

(d) Stock Ownership of Certain Record and Beneficial Owners. The following persons are known to the Company to be directly or indirectly the owner of more than 5% of the Company’s voting securities as of Record Date:

Title of Name and address of record owne Name of Beneficial Owner Citizenship No. of shares Percentage Class and relationship with the issuer held Ownership

Common PCD Nominee Corporation (see note A) Filipino 217,,312,184* 20.27% Makati Stock Exchange Bldg. 6767 Ayala Avenue, Makati City Stockholder Common Alakor Securities Corporation (Note B,C) (see Note D) Filipino 208,655,532 19.46% 5th Floor Quad alpha Centrum 125 Pioneer St. Mandaluyong City Stockholder Common National Book Store, Inc. (Note C) Filipino 330,614,705 30.84% 4th Floor, Quad Alpha Centrum (see Note D) 125 Pioneer St., Mandaluyong City Stockholder

*Net of 208,655,532 shares under the name of Alakor Securities Corp.

Note A: The shares registered in the name of PCD Nominee Corporation (PCD) are beneficially owned by its participants. As a matter of practice, PCD itself does not vote the number of shares registered in its name; instead, PCD issues a general proxy constituting and appointing each of its participants as PCD’s proxy to vote for the number of shares owned by such participant in PCD’s books as of Record Date. Note B: Based on PCD’s books, there are 175 beneficial owners of the Company’s voting stock of which Alakor Securities Corporation (ASC) is the record owner of more than 5% of the Company’s voting securities and, among the clients of ASC, National Book Store, Inc. (NBSI) is the beneficial owner of more than 5% of the Company’s voting securities. Note C. The proxy of NBSI is appointed by its Board of Directors and the Company becomes aware of such proxy only when the appointment is received by the Company. on previous practice, Mr. Alfredo C. Ramos has been appointed proxy for NBSI for the previous years. Note D: Mr. Alfredo C. Ramos has some direct/indirect interest/shareholdings with NBSI.

(e) Voting Trust Holders of 5% or More. To the extent known to the Company, there is NO PERSON holding more than 5% of the Company’s voting stock under a voting trust or similar agreement.

(f) Stock Ownership of Management. Except for Mr. Jose Ma. A. Rufino, the Company’s directors (D), Chief Executive Officer (CEO), four most highly compensated executive officers (O) and nominees (N) own the following number of shares as of Record Date:

Amount and nature of Percent Of Title of Class Name of beneficial owner Beneficial ownership Citizenship Class Direct Indirect Common Alfredo C. Ramos (D/CEO/N) 10,000 22,447,853 Filipino 2.095% Common Christopher M. Gotanco (D/O/N) 100 0 Filipino <0.01% Common Augusto B. Sunico (D/O/N) 200,002 100,000 Filipino 0.02% Common Roberto V. San Jose (D/O/N) 393,866 0 Filipino 0.04% Common Francisco A. Navarro (D/N) 404,166 0 Filipino 0.04% Common Presentacion S. Ramos (D/N) 50,000 20,183,332 Filipino 1.87% Common Patrick V. Caoile (D/N) 223,333 0 Filipino 0.02% Common Victor V. Benavidez (D/N) 10,333 0 Filipino <0.01% Common Adrian S. Ramos (D/N) 20,000 1,200,000 Filipino 0.11% Common Leonardo R. Arguelles, Jr. (ID/N) 100 0 Filipino <0.01%

3 Common Jose Ma. A. Rufino(N)* 0 0 Filipino N.A. Common Adrian S. Arias (O) 0 50,000 Filipino <0.01% Common Iluminada P. Rodriguez (O) 30,000 370,000 Filipino 0.03%

* Independent director-nominee Mr. Jose Ma. A. Rufino is in the process of acquiring qualifying shares before the 28July 2006 Annual Stockholders’ Meeting .

The total number of shares owned by the Company’s directors, Chief Executive Officer, four (4) most highly compensated executive officers and nominees for election as directors is 45,693,085 shares, or approximately 4.26% of the Company’s outstanding capital stock. Except for the shares appearing on record in the names of the directors and officers above, the Company is NOT aware of any shares which said persons may have the right to acquire beneficial ownership of.

There has been NO change in the control of the Company since the beginning of the last fiscal year.

Item 5. Directors and Executive Officers

(a) The names, ages, citizenship, positions and periods of service of directors, executive officers and persons nominated to become such are as follows:

Name Age Citizenship Position Period of service Alfredo C. Ramos 62 Filipino Chairman of the Board 1989 to present Christopher M. Gotanco 56 Filipino Director/President 1988 to present Augusto B. Sunico 77 Filipino Director/Treasurer 1986 to present Roberto V. San Jose 64 Filipino Director/Corporate Secretary 1998 to present Francisco A. Navarro 63 Filipino Director 1984 to present Presentacion S. Ramos 64 Filipino Director 1984 to present Patrick V. Caoile 47 Filipino Director 1989 to present Victor V. Benavidez 54 Filipino Director 1991 to present Adrian S. Ramos 27 Filipino Director March 2006-present Leonardo R. Arguelles, Jr. 56 Filipino Independent Director 2004 to present Jose Ma. A. Rufino 52 Filipino Independent Director-Nominee N.A. Adrian S. Arias 43 Filipino EVP/Asst. Corp. Sec. 2005 to present Iluminada P. Rodriguez 57 Filipino VP-Finance & Administration 2005 to present

Directors elected in the Annual Stockholders' Meeting have a term of office of one (1) year and serve as such until their successors are elected in the next succeeding Annual Stockholders' Meeting; provided, that a director elected to fill a vacancy in the Board shall only serve the unexpired term of his predecessor.

Except for Mr. Adrian S. Ramos, all the Company’s directors were elected in the 2005 Annual Stockholders' Meeting held on 29 July 2005 and have since served in such capacity. Mr. A.S. Ramos was elected director on 24 March 2006, replacing Mr. Maximo G. Licauco III who resigned as director.

4 Mr. Noel T. Del Castillo ceased acting as an Independent Director of the Company on 19 December 2005 when the Company acquired a 20% interest in Atlas Consolidated Mining and Development Corp. (ACMDC), where Mr. Del Castillo is currently serving as a director. Mr. Jose Ma. A. Rufino has been nominated for Independent Directorship in the Company for 2006.

There are NO arrangements that may result in a change in control of the Company.

Independent Directors. Pursuant to Securities Regulation Code (SRC) Sec. 38 and Rule 38.1, the Company is required to have at least two (2) independent directors.

The Company's Board of Directors and Stockholders have previously approved in 2004 the amendment of the Company's By-Laws to incorporate the provisions of Securities Regulation Code (SRC) Rule 38, as amended, on the nomination and election of independent directors. The formal documents implementing this amendment have been prepared and will be filed with the Securities and Exchange Commission (SEC).

In line with the guidelines set by the Nomination Committee and approved by the Board of Directors, the Nomination Committee receives the names of nominees and screens them based on the policies and parameters for screening nominees for independent directorship. The final list of candidates, with the information required under Part IV(A) and (C) of Annex "C" of SRC Rule 12, is herewith attached.

Mr. Jose Sangalang nominated Mr. Leonardo R. Arguelles, Jr., while Ms. Socorro M. Benavidez nominated Mr. Jose Ma. A. Rufino for election as independent directors of the Company for fiscal year 2006. Ms. Benavidez and Mr. Sangalang are not related to either or both Messrs. Arguelles and Rufino.

Messrs. Arguelles and Rufino possess the qualifications and none of the disqualifications of an independent director.

Business Experience of Executive Officers and Director-Nominees

Mr. Alfredo C. Ramos is the Chairman of the Board/CEO of the Company. He has served as a director and/or executive officer, and maintained business interests, in companies involved in the printing, publication, sale and distribution of books, magazines and other printed media, transportation, financial services, oil and gas exploration, mining, property development, shopping center, department store, gaming and retail, among others.

Mr. Christopher M. Gotanco is a Director and the President/COO/CFO of the Company. He has served as a director and/or executive officer in companies involved in transportation, mining, oil and gas exploration, and retail, among others.

5 Mr. Augusto B. Sunico is a Director and the Treasurer of the Company. He has served as a director and/or executive officer, and maintained business interests, in a university and companies involved in oil and gas exploration, mining, stock brokerage, property development, financial services and shopping center, among others.

Atty. Roberto V. San Jose is a Director and the Corporate Secretary of the Company. He is a Senior Partner at the Castillo Laman Tan Pantaleon & San Jose Law Offices.

Ms. Presentacion S. Ramos is a Director of the Company. She has served as a director and/or executive officer, and maintained business interests, in companies involved in the printing, publication, sale and distribution of books, magazines and other printed media, department store, stock brokerage, oil and gas exploration and mining, among others.

Mr. Francisco A. Navarro is a Director of the Company. He has headed the exploration and development groups of various companies involved in oil and gas exploration and mining.

Mr. Patrick V. Caoile is a Director of the Company. He has served as a director and/or executive officer in companies involved in mining and aggregates, oil and gas exploration and manufacturing.

Mr. Victor V. Benavidez is a Director of the Company. He has served as an officer of a stock brokerage firm and property development company.

Mr. Adrian S. Ramos is a Director of the Company. He has served as a director and/or executive officer in companies engaged in the printing, publication, sale and distribution of books, magazines and other printed media, investment holdings, mining, financial services, securities and water infrastructure.

Mr. Leonardo R. Arguelles, Jr. is an Independent Director of the Company. He has served in various executive and advisory capacities in companies involved in investment banking and securities (Unicapital and Unicapital Securities, among others). He is also an Independent Director of the ABN-AMRO Bank. He has no directorship (whether regular or independent) nor is he an officer in any related company.

Mr. Jose Ma. A. Rufino is nominated for election as Independent Director. He has served as director of companies involved in investment banking and manufacturing (Philippine National Bank Venture Capital Corporation, Development Bank of the Philippines, San Miguel Corporation). He has no directorship (whether regular or independent) nor is he an officer in any related company.

Ms. Iluminada P. Rodriguez is the Vice President for Finance and Administration of the Company. She has served as an executive officer of companies involved in garments, manufacturing, oil and gas exploration and mining. 6

Atty. Adrian S. Arias is the Company's Executive Vice President and Assistant Corporate Secretary. He has been in active corporate law practice for more than ten (10) years.

Directors with other directorship(s) held in reporting companies

Alfredo C. Ramos Atlas Consolidated Mining & Dev't. Corp. Penta Capital Finance Corp. EDSA Properties Holdings, Inc. Penta Capital Investment Corp. Kuok Philippine Properties, Inc. Phil. Gaming & Mgt. Corp. Philippine Seven Corp. The Philodrill Corporation United Paragon Mining Corp. Vulcan Industrial & Mining Corp.

Christopher M. Gotanco The Philodrill Corporation Vulcan Industrial & Mining Corp.

Augusto B. Sunico Alakor Securities Corporation Penta Capital Investment Corp. EDSA Properties Holdings, Inc. The Philodrill Corporation Manuel L. Quezon University United Paragon Mining Corp. Penta Capital Finance Corp. Vulcan Industrial & Mining Corp.

Roberto V. San Jose Atlas Resources Management Group MAA Consultants, Inc. CP Group of Companies Mabuhay Holdings Corporation CP Equities Corporation

Presentacion S. Ramos Alakor Securities Corporation The Philodrill Corporation Vulcan Industrial & Mining Corporation

Francisco A. Navarro Vulcan Industrial & Mining Corporation The Philodrill Corporation

Patrick V. Caoile Vulcan Industrial & Mining Corporation

Leonardo R. Arguelles ABN-AMRO Bank

Adrian S. Ramos Alakor Securities Corporation United Paragon Mining Corp. The Philodrill Corporation

Jose Ma. A. Rufino San Miguel Corporation Development Bank of the Philippines

Significant Employees. Other than its executive officers, the Company has not engaged the services of any person who is expected to make significant contributions to the business of the Company. The Company is not dependent on the services of certain key personnel and there are no arrangements to ensure that these persons will remain with the Company and not compete upon termination.

Family Relationships. Mr. Alfredo C. Ramos, Chairman of the Board, is the husband of Ms. Presentacion S. Ramos, Director, and the brother-in-law of Atty. Augusto B. Sunico, Director. Mr. Adrian S. Ramos, Director, is the son of Mr. Alfredo C. Ramos and Ms. Presentacion S. Ramos.

Involvement in Certain Legal Proceedings. For the past five (5) years up to the date this Information Statement is sent to stockholders, the Company is NOT aware of:

7 (1) Any bankruptcy petition filed by or against any business of which any director, nominee for election as director, executive officer, underwriter or control person of the Company was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

(2) Any conviction by final judgment, including the nature of the offense, in a criminal proceeding, domestic or foreign, or being subject to a pending criminal proceeding, domestic or foreign, excluding traffic violations and other minor offenses involving any director, nominee for election as director, executive officer, underwriter or control person of the Company;

(3) Of any director, nominee for election as director, executive officer, underwriter or control person of the Company being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, domestic or foreign, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities, commodities or banking activities; and,

(4) Of any director, nominee for election as director, executive officer, underwriter or control person of the Company being found by a domestic or foreign court of competent jurisdiction (in a civil action), the Commission or comparable foreign body, or a domestic or foreign Exchange or other organized trading market or self regulatory organization, to have violated a securities or commodities law or regulation, and the judgment has not been reversed, suspended, or vacated.

Related Party Transactions. There had been NO transaction during the last two years to which the Company was or is to be a party in which any director or executive officer of the Company, or nominee for election as director, or owner of more than 10% of the Company’s voting stock, or voting trust holder of 10% or more of the Company’s shares, or any member of the immediate family (including spouse, parents, children, siblings, and in-laws) of any of these persons, had or is to have a direct or indirect material interest.

In the ordinary and regular course of business, the Company had transactions with related parties (i.e. companies with shareholders common with the Company) which principally consist of advances TO related parties and loans/advances FROM related parties. The identities of these related parties, including the amounts and details of the transactions are disclosed in Note 11 of the Company's 2005 Audited Financial Statements, a copy of which is included in this Information Statement.

Last 13 June 2006, the Company agreed to purchase 107,072,871 shares of stock of EDSA Properties Holdings, Inc. (EPHI) from a related party, The Philodrill Corporation, at P1.00/share. The purchase of the EPHI shares was implemented in two tranches: 50,000,000 EPHI shares was transacted on 15 June 2006 and the balance of 57,072,781 EPHI was transacted on 23 June 2006. 8

(a) Business purpose of the arrangement. The business purpose of related party transactions is to address immediate working capital requirements of related parties (in the case of advances TO related parties) or of the Company (in the case of loans/advances FROM related parties), while the Company's acquisition of EPHI shares is to bolster its property development portfolio.

(b) Identification of the related parties' transaction business with the registrant and nature of the relationship. See Note 11 of the Company's 2005 Audited Financial Statements.

The seller of the EPHI shares to the Company is The Philodrill Corporation which is publicly-listed and with shareholders common with the Company.

(c) How transaction prices were determined by parties. All transactions with related parties are based on prevailing market/commercial rates at the time of the transaction.

The transaction price for the purchase of EPHI shares is based on a valuation study conducted by an independent third party consultant.

(d) If disclosures represent that transactions have been evaluated for fairness, a description of how the evaluation was made. There are NO disclosures representing that the transactions with related parties have been evaluated for fairness inasmuch as the bases of all transactions with related parties were the prevailing market/commercial rates at the time of the transaction or a valuation study conducted by a third party consultant, over which the neither the Company nor the related parties have any control or influence whatsoever.

(e) Any on-going contractual or other commitments as a result of the arrangement. NONE, other than the repayment of money lent or advanced.

(f) There were NO transactions with parties that fall outside the definition of "related parties" under SFAS/IAS No. 24. Neither were there any transactions with persons with whom the Company or its related parties have a relationship that enabled the parties to negotiate terms of material transaction that may not be available from other, more clearly independent parties on an arms' length basis.

Parent of the Company. NO person holds more than 50% of the Company’s voting stock, and the Company has NO parent company.

(b) Resignation or Declination to Stand for Re-Election. Except for Messrs. Maximo G. Licauco III and Noel T. del Castillo, the other directors elected in the 2005 Annual Stockholders' Meeting have NOT resigned and have NOT declined to stand for re- election to the Board of Directors.

Mr. Licauco resigned as director and was replaced on 24 March 2006 by Mr. Adrian S. Ramos, who is standing for re-election as director. Mr. Noel T. Del Castillo ceased acting as an Independent Director of the Company on 19 December 2005 when the Company acquired a 20% interest in Atlas Consolidated Mining and Development Corp. (ACMDC), where Mr. Del Castillo is currently serving as a director. Mr. Jose Ma. A. Rufino has been nominated for Independent Directorship in the Company for 2006.

Item 6. Compensation of Directors and Executive Officers

The aggregate compensation paid to the Company’s Chief Executive Officer and four (4) most highly compensated executive officers named below as a group for the two most recently completed fiscal years (2004 and 2005) and the ensuing fiscal year (2006) are:

Other Annual Name Position Year Salary Bonus Compensation

Alfredo C. Ramos Chairman/CEO Christopher M. Gotanco President Adrian S. Arias EVP Iluminada P. Rodriguez VP-Finance & Admin Francisco A. Navarro (2004) EVP Almario Balce (2004) VP-Business Dev't. 2004 P2,340,000.00 - - 2005 P2,441,850.00 - - 2006 (est) P2,686,035.00 - -

All officers and directors as a group unnamed 2004 P2,411,500.00 - - 2005 P3,156,850.00 - - 2006 (est) P3,472,535.00

For the years 2004 and 2005, there were NO bonuses and other compensation paid to directors and executive officers, except the 13th month pay which has been included in the amounts above.

For the most recently completed fiscal year and the ensuing fiscal year, directors received and will receive a per diem of P5,000.00 per month to defray their expenses in attending board meetings. There are no other arrangements for compensation of directors, as such, during the last fiscal year and for the ensuing fiscal year.

The Company maintains standard employment contracts with Messrs. Alfredo C. Ramos and Christopher M. Gotanco, both of which provide for their respective compensation and benefits, including entitlement to health benefits, representation expenses and Company car plan. Other than what is provided under applicable labor laws, there are no compensatory plans or arrangements with executive officers entitling them to receive more than P2,500,000.00 as a result of their resignation, retirement or any other termination of employment, or from a change in control of the Company, or a change in the executive officers’ responsibilities following a change in control of the Company. However, the Company maintains a retirement policy pursuant to which an eligible employee may receive one-month's pay for every year of service for the first 10 years and two-month's pay for every year of service beyond the first 10 years.

Based on this policy, the retirement pay of some officers of the Company may exceed P2,500,000.00. There are no warrants or options outstanding in favor of directors and officers of the Company.

Item 7. Independent Public Accountants

The auditing firm of Laya Mananghaya & Company (the "Auditor") with address at the 22nd floor, Philamlife Tower, 8767 Paseo De Roxas, Makati City, was appointed external auditor of the Company in the 2004 and 2005 Annual Stockholders' Meetings with Ms. Charito M. Farnacio being the partner-in-charge.

The fees of the external auditor in the past two (2) years are as follows:

Year Audit & Audit Related Fees Tax Fees Other Fees 2004 P169,400.00 0 0 2005 P225,008.00 0 0

For the past two (2) years, the Company has not engaged the services of the Auditor except for the audit and review of the annual financial statements in connection with statutory and regulatory filings for the years 2004 and 2005. The amounts under the caption "Audit & Audit Related Fees" for the years 2004 and 2005 pertain to these services. The Audit Committee has an existing policy prohibiting the Company from engaging the external auditor to provide services that may adversely impact its independence, including those expressly prohibited by regulations of the Securities & Exchange Commission (SEC).

There have been NO changes in and disagreements with the Auditor on any matter of accounting principles or practices, financial statement disclosures, or auditing scope or procedures and the Company did NOT engage any new independent auditor, as either principal accountant to audit the Company’s financial statements or as an independent accountant on whom the principal accountant has expressed or is expected to express reliance in its report regarding a significant subsidiary, during the two most recent fiscal years or any subsequent interim period.

NO independent accountant engaged by the Company as principal accountant, or an independent accountant on whom the principal accountant expressed reliance in its report regarding a significant subsidiary, has resigned, or has declined to stand for re-election after completion of the current audit, or was dismissed.

The Auditor's representatives are expected to be present at the Meeting and they will have the opportunity to make a statement and respond to appropriate questions.

11 The Audit Committee reviews and recommends to the Board and the stockholders the appointment of the external auditor and the fixing of the audit fees for the Company. For fiscal year 2006, Laya Mananghaya & Company is recommended to stockholders for appointment as external auditor of the Company.

Item 8. Compensation Plans

NO action is to be taken with respect to any plan pursuant to which cash or non-cash compensation may be paid or distributed.

C. Issuance and Exchange of Securities

Items 9-10. Not applicable

Item 11. Financial and Other Information

The information required under Item 11(a) of SEC Form 20-IS are contained in the Company’s 2005 annual report on SEC Form 17-A and 2005 Audited Financial Statements accompanying this Information Statement.

Items 12-13. Not applicable

Item 14. Restatement of Accounts

On 01 January 2004, the Company adopted Statement of Financial Accounting Standards (SFAS) 12/International Accounting Standards (IAS) 12, Income Taxes, and SFAS 17/IAS 17, Leases. The adoption of these standards had no material effect on the financial position, results of operation or cash flows of the Company. Additional disclosures required by the new standards, however, have been included in the Company's audited financial statements.

In 2005, upon the adoption of PAS 19, Employees' Benefits, Retained Earnings decreased by P22,130,522 as of 01 January 2004 due to the immediate recognition of transitional liability. Accounts payable and accrued expenses increased by P25,937,155 as of December 31, 2004 and “Pension Expense” increased by P3,806,633 as of 31 December 2004.

NO ACTION is to be taken with respect to the restatement of any asset, capital, or surplus account of the Company.

D. Other Matters

Item 15. Action With Respect to Reports

The following matters shall be submitted to the stockholders for approval/ratification at the Meeting: 12

(a) Minutes of the 2005 Annual Stockholders’ Meeting;

Approval of the Minutes of the 2005 Annual Stockholders’ Meeting constitutes a ratification of the accuracy and faithfulness of the Minutes to the events that transpired during the said meeting. This does not constitute a second approval of the same matters taken up at the 2005 Annual Stockholders’ Meeting, which have already been approved.

(b) Management Report for the year ended 31 December 2005 (a copy containing the information required by SRC Rule 20A is enclosed).

Approval of the Management Report constitutes a ratification of the Company’s performance during the previous fiscal year as contained therein.

(c) Acts and Resolutions of the Board of Directors and Management from date following the last Annual Stockholders’ Meeting (29 July 2005) to the present (28 July 2006) including, but not limited to, the following:

(1) Authorizing the Company to receive and accept shares of stock of Atlas Consolidated Mining & Development Corp. as settlement of receivables from Alakor Corporation and Alfredo C. Ramos (December 16, 2005);

(2) Opening of leasing credit line with Orix Metro Leasing & Finance Corp. (March 24, 2006);

(3) Approval of the Company's audited financial statements for the year ended 2005 (March 24, 2006);

(4) Setting of the Company's Annual Stockholders' Meeting on 28 July 2006 with a Record Date of 30 May 2006 (24 March 2006);

(5) Authorizing the Company to execute a Deed of Assignment with The Philodrill Corporation covering the latter's assignment of a Five Percent (5%) participating interest in Service Contract No. 53 (Onshore Mindoro) to the Company (13 June 2006);

(6) Authorizing the Company's acquisition of 107,072,871 shares of stock of EDSA Properties Holdings, Inc. from The Philodrill Corporation at P1.00/share (13 June 2006).

(d) Appointment of Laya Mananghaya & Company as the Company’s external auditor for 2006.

13 Item 16. Matters Not Required to be Submitted

Proofs of transmittal to stockholders of the required Notice for the Meeting and of the presence of a quorum at the Meeting form part of the Agenda for the Meeting but will not be submitted for approval by the stockholders.

Item 17. Amendment of Articles of Incorporation and By-Laws.

The Company is in the process of completing the documents required by the SEC in filing the amendments to its Articles of Incorporation and By-Laws consisting of: (1) the extension of its corporate term for another fifty (50) years; (2) changing the date of its annual stockholders’ meeting; and (3) Incorporation of the provisions of SRC Rule 38 on the Requirements for the Nomination and Election of Independent Directors, for filing on or before July 28, 2006.

Item 18. Other Proposed Action

NO ACTION on any matter, other than those stated in the Agenda for the Meeting, is proposed to be taken, except matters of incidence that may properly come at the Meeting.

Item 19. Voting Procedures

(a) In the election of directors, the eleven (11) nominees with the greatest number of votes will be elected directors.

(b) If the number of nominees for election as directors does not exceed the number of directors to be elected, the Secretary of the Meeting shall be instructed to cast all votes represented at the Meeting equally in favor of all such nominees. However, if the number of nominees for election as directors exceeds the number of directors to be elected, voting shall be done by ballot, cumulative voting will be followed, and counting of votes shall be done by two (2) election inspectors appointed by the stockholders present or represented by proxy at the Meeting.

In accordance with SRC Sec. 38 and SRC Rule 38, only nominees whose names appear in the Final List of Candidates for Independent Directors shall be eligible for election as Independent Directors. No other nomination shall be entertained after the Final List of Candidates shall have been prepared and no further nomination shall be entertained or allowed on the floor during the actual annual stockholders' meeting.

Messrs. Leonardo R. Arguelles, Jr. and Jose Ma. A. Rufino are nominated for election as independent directors of the Company for fiscal year 2006.

(c) For corporate matters that will be submitted for approval and for such other matters as may properly come at the Meeting, a vote of the majority of the shares present or represented by proxy at the Meeting is necessary for their approval. Voting shall be done

14 viva voce or by the raising of hands and the votes for or against the matter submitted shall be tallied by the Secretary.

PART II

INFORMATION REQUIRED IN A PROXY FORM

Part II and its required disclosures are not relevant to the Company since the Company is not requesting or soliciting proxies.

15 PART III

SIGNATURE PAGE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this report is true, complete and correct. This report is signed in the City of Mandaluyong on 05 July 2006.

By:

ADRIAN S. ARIAS Assistant Corporate Secretary

Materials accompanying this Information Statement

1. Notice of the 2006 Annual Meeting of Stockholders with Agenda; 2. Management Report on SEC Form 20A; 3. Final List of Candidates for Independent Directors; 4. Audited Financial Statements for 2005 5. Minutes of the 2005 Annual Meeting of Stockholders.

The Company undertakes to provide, without charge, upon the written request of a stockholder, a copy of the Company's Annual Report on SEC Form 17-A. Such request should be addressed to the Corporate Secretary, Anglo Philippine Holdings Corporation, 6th Floor, Quad Alpha Centrum, 125 Pioneer Street, Mandaluyong City 1550, Philippines.

NOTICE OF ANNUAL STOCKHOLDERS’ MEETING

To All Stockholders:

Please be advised that the Annual meeting of the Stockholders of ANGLO PHILIPPINE HOLDINGS CORPORATION will be held on 28 July 2006, 3:00 p.m., at the Makati AB Room, Makati Shangri-La, Ayala Avenue corner Makati Avenue, Makati City 1200, Philippines. The Agenda for the Meeting shall be as follows:

1. Call to order 2. Proof of notice and certification of Quorum 3. Approval of Minutes of the 2005 Annual Stockholders’ Meeting 4. Management Report and Audited Financial Statements for 2005 5. Ratification of Previous Corporate Acts 7. Election of Directors 8. Appointment of External Auditor 9. Other Matters 10. Adjournment

Registration for the said Meeting begins at 2:00 p.m.

For purposes of the meeting, stockholders of record as of 30 May 2006 are entitled to notice of and to vote at the said meeting. If you will not be able to attend the meeting but would like to be represented thereat, you may submit your proxy form, duly signed and accomplished, to the Corporate Secretary at the 6th Floor, Quad Alpha Centrum, 125 Pioneer Street, Mandaluyong City, no later than July 21, 2006. Corporate stockholders should also provide a notarized secretary’s certificate attesting to the appointment of the corporation’s representative and/or proxy for the meeting as well as the execution and delivery of the proxy form.

Makati City, Metro Manila, Philippines, 05 July 2006.

ROBERTO V. SAN JOSE Corporate Secretary

NOTE: THE COMPANY IS NOT SOLICITING OR REQUESTING YOUR PROXY.

ANGLO PHILIPPINE HOLDINGS CORPORATION 6th Floor, Quad Alpha Centrum 125 Pioneer Street, Mandaluyong City, Philippines Tel (632) 631-5139; 635-6130; Fax (632) 631-3113

MANAGEMENT REPORT ACCOMPANYING INFORMATION STATEMENT PURSUANT TO SRC RULE 20(4)

I. Audited Financial Statements

The audited financial statements of Anglo Philippine Holdings Corporation (the “Company”) for the fiscal year ended 31 December 2005 and the corresponding Statement of Management's Responsibility therefor are attached hereto.

The unaudited interim financial statements of the Company for the first quarter ended 31 March 2006 are also attached hereto.

II. Disagreements with Accountants on Accounting and Financial Disclosure. NONE

III. Management’s Discussion and Analysis or Plan of Operations

(a) Full fiscal years

(1) Financial Condition, Changes in Financial Condition and Results of Operations

Financial highlights for the years 2005, 2004 and 2003 are presented below:

2005 2004 2003

Revenues 363,292,196 476,529,916 104,372,231 Net income (loss) 308,126,038 204,321,895 (461,290,008) Total assets 2,077,583,141 1,819,600,263 2,333,087,398 Net worth 746,373,742 438,247,704 256,056,331 Issued & subscribed capital 1,072,000,000 1,072,000,000 1,072,000,000

Changes in Financial Condition

Gross Revenues remained robust in 2005 mainly on account of the continuing increase in Interest Income (from P51 Million in 2003 to P72 Million in 2004 to P272 Million in 2005). As a result, the Company was able to generate a Net Income of P308 Million in 2005 compared to P204 Million in 2004, and a Net Loss of P461 Million in 2003.

Total Assets increased to P2.08 Billion in 2005 due to the Company's investment in Atlas Consolidated Mining & Development Corp. The decrease in Total Assets from P2.3 Billion in 2003 to P1.8 Billion in 2004 was due to the sale of the Company's MRT Bonds in 2004.

Stockholders’ equity improved to P746.4 million in 2005, from P438 million in 2004 and P256 million in 2003. The increase in stockholders' equity was a direct result of the Net Income generated by the Company in 2004 and 2005.

Results of Operations

Infrastructure

The Company continues to maintain its infrastructure investment in the Metro Rail Transit (MRT) III Project through its 18.6% equity interest in MRT Holdings, Inc. (MRTHI). As of 31 December 2005, average ridership stood at about 430,000 passengers per day. Contract terms for Phase 2 of MRT 3 (from North Triangle, QC to Monumento, Caloocan City) are being finalized with the Government.

Property Development

The Company maintains a 15.79% stake in the North Triangle Depot Commercial Corp. (NTDCC), which owns the development rights on the airspace above the North Triangle depot. As of 31 December 2005, NTDCC has completed 20% of the construction of Trinoma (Triangle North of Makati), the commercial center atop the North Triangle depot. Ayala Land, Inc. (ALI) is the project manager for the commercial center project and will also be the operations manager of the commercial center.

The Company continues to maintain a 15.79% stake in the MRT Development Corporation (MRTDC) which owns the development rights over the airspace above the MRT stations and certain lot pads around the perimeter of the North Triangle depot. MRTDC continues to generate revenues from concessionaire rentals and advertising fees.

Natural Resources

The Company continues to negotiate with various groups who have expressed interest in pursuing the Bulacan Central Bulk Water Supply Project and the Bohol-Cebu Water Supply Project for the transfer of participating interests and/or transfer of all data and other properties relating to the Projects.

Pending the transfer of its petroleum and mineral assets, the Company continues to participate in the following Oil Exploration and Mineral Contracts:

Service Contract No. 6A Octon, NW Palawan 11.110 % Service Contract No. 14D Tara, NW Palawan 2.500 % Service Contract No. 41 Sulu Sea 1.147 % Service Contract No. 53 Onshore Mindoro 5.000 %

Service Contract (SC) 6A (Octon) and SC 14D (Tara) – The consortium is in discussion with the Vitol Group for a possible farm-in into the SC 6A block and with Basic Petroleum for a possible farm-in into the SC 14D block.

SC 41 (Sulu Sea) – The consortium has decided to proceed to the extended exploration term of the service contract. Basic Consolidated has been elected operator of the block.

SC 53 (Onshore Mindoro) (formerly, Geophysical Survey & Exploration Contract (GSEC) 98) - The Company is finalizing the acquisition of a participating interest in the new SC 53 awarded to LAXMI Organic Industries.

GSEC 75 (Central Luzon), GSEC Application (SWAN Block), GSEC Application (Southwest Palawan) and Marian Gold Project – The Company is in discussion with investors for the transfer of its various interests in these projects. Subject to obtaining the necessary government approvals, the Company anticipates to be able to effect the transfer of these assets within 2006.

In 2005, the Company complemented its natural resources-based investments with the acquisition of a 20% interest in Atlas Consolidated Mining & Development Corporation (ACMDC). ACMDC has been undergoing a major business consolidation and re-alignment of its various interests notably in mining, water supply infrastructure and property development. ACMDC expects these business centers to be its main revenue drivers for the next 5 years.

The Company and other creditors of United Paragon Mining Corporation (UPMC) have agreed to convert their receivables from UPMC into new UPMC equity as part of UPMC's capital restructuring program. UPMC's capital restructuring program has been submitted to the SEC for approval.

Other Investments

The Company’s other investments include minority interests in: (1) Philippine Seven Corporation (PSC), the Philippine franchise holder of the 7-Eleven chain of convenience stores; and, (2) Batangas Assets Corporation (“BAC”), a holding company organized for the purpose of investing in the Calabarzon area. The Company’s wholly-owned subsidiary, Filipinas Energy Corporation (“FEC”), has not undertaken any business operation since its incorporation due to the deferment of the transfer of the Company’s petroleum and mineral assets.

Key Performance Indicators

For fiscal years 2005, 2004 and 2003, the top five (5) key performance indicators of the Company are as follows:

2005 2004 2003

Current Ratio 1.12: 1 1.21: 1 0.56: 1 Current Assets 901,074,292 1,031,480,190 __834,116,309 Current Liabilities 807,228,625 851,954,389 1,477,464,401

Debt to Equity Ratio 1.78 : 1 3.15 : 1 8.11 : 1 Total Liabilities 1,331,209,399 1,381,352,559 2,077,031,067 Stockholders Equity 746,373,742 438,247,704 256,056,333

Equity to Debt Ratio 0.56 : 1 0.32 : 1 0.12 : 1 Stockholders Equity __746,373,742 __438,247,704 __256,056,333 Total Liabilities 1,331,209,399 1,381,352,559 2,077,031,067

Book Value per share 0.70 0.41 0.24 Stockholders Equity __746,373,742 __438,247,704 __256,056,333 Total # of shares 1,072,000,000 1,072,000,000 1,072,000,000

Earnings (Loss) per share 0.29 0.19 (0.43) Net Income (Loss) __308,126,038 __204,321,895 (461,290,008) Total # of shares 1,072,000,000 1,072,000,000 1,072,000,000

All key performance indicators of the Company show continuing improvement over the last two (2) fiscal years. Current Ratio consistently increased from 2003-2005 as the Company continued to build up its current assets while reducing its current liabilities. Debt-to-Equity ratio from 2003-2005 showed a steady decline as the Company discharged its outstanding loan obligations; correspondingly, Equity-to-Debt ratio improved on account of declining liabilities over the last two (2) years. Both the Company’s Book Value Per Share and Earnings Per Share (EPS) from 2003-2005 showed a steady improvement due to the net income generated by the Company in 2005 and 2004.

(2) Yearend Results

For the year ended 2005, the Company posted a Net Income of P308 million compared to P204 million in 2004.

(3) Future Prospects

The Company remains optimistic on its future prospects on account of: (i) a strong property development portfolio, with NTDCC completing and opening Trinoma by mid-2007, and (ii) renewed vigor in the natural resource-based sector with ACMDC resuming its mining operations in late 2006 and new oil wells to be drilled in 2007.

(b) Interim Periods

(1) Financial Condition, Changes in Financial Condition and Results of Operation

Financial Condition - 1st Quarter 2006 vs, 1st Quarter 2005

Financial highlights for the 1st quarters 2006 and 2005 are presented below:

31 March 2006 31 March 2005 Revenues 86,483,798 237,669,617 Net Income (Loss) 78,599,187 218,727,452 Total Assets 2,075,216,885 2,556,961,958 Total Liabilities 1,250,243,956 1,874,049,645 Net Worth 824,972,928 682,912,313 Issued & Subscribed Capital 1,072,000,000 1,072,000,000

Changes in Financial Condition - 1st Quarter 2006 vs. 1st Quarter 2005

The Company posted lower Revenues of P87 million in the first quarter of 2006 compared to P238 million for the same period in 2005 due to a lower level of accrued interest income, which correspondingly resulted in a lower Net Income of P79 million in the first quarter of 2006 as against P219 million for the same period last year.

The decrease in Total Assets as of 31 March 2006 compared to 31 March 2005 is directly related to the corresponding decrease in Total Liabilities for the same period as the Company settled a portion of its long-term liabilities.

The Company's Net Worth as of the end of the 1st Quarter 2006 is higher at P825 million compared to P683 million as of 31 March 2005 on account of the net income generated by the Company during the intervening period.

Financial Condition - 1st Quarter 2006 vs. Full Year 2005

Financial highlights as of 31 March 2006 compared to 31 December 2005 are presented below:

31 March 2006 31 December 2005 Revenues 86,483,798 363,292,196 Net Income (Loss) 78,599,187 308,126,038 Total Assets 2,075,216,885 2,077,583,141 Total Liabilities 1,250,243,956 1,331,209,399 Net Worth 824,972,928 746,373,742 Issued & Subscribed Capital 1,072,000,000 1,072,000,000

Changes in Financial Condition - 1st Quarter 2006 vs. Full Year 2005

The Company continued to generate revenues in 2006 at about the same rate as in 2005, with the 1st quarter of 2006 showing a revenue of P87 million compared to P363 million for the whole of 2005. Similarly, Net Income of P79 million during the 1st quarter of 2006 remained on track to match, if not exceed, the 2005 full year net income of P308 million.

Total Assets remained relatively flat from the end of 2005 to the end of the 1st quarter as of 2006, while Total Liabilities showed a reduction of about P81 million during the same period as the Company paid off a portion of its long term debt.

The Company's Net Worth continued to improve from P746 million at the end of 2005 to P825 million at the end of the 1st quarter of 2006 due to the net income generated during the period.

Results of Operations

The Company continues to maintain its core investments in: (a) infrastructure, with its 18.6% equity in Metro Rail Transit Holdings, Inc.; (b) property development, with its 15.79% interests in the North Triangle Depot Commercial Corporation (which has completed about 30% of the Trinoma commercial center as of 31 March 2006) and MRT Development Corporation (which continues to generate revenues from concessionaire rentals and advertising fees), respectively; and, (c) natural resources, with its participating interests in various Service Contracts/GSECs (notably Service Contract 6A which is finalizing a farmout agreement with the Vitol Group) and its minority stake in ACMDC (which is finalizing agreements for the rehabilitation of its mines).

In June 2006, the Company boosted its property development portfolio with the acquisition of about 107 million shares in EDSA Properties Holdings, Inc. (EPHI). EPHI reported a consolidated net income of P772 million in 2005, 87.5% higher than its 2004 profit level, mainly due to the prolific sales of units at The Shang Grand Tower in Makati City which reached P830.6 million in 2005. Rental income likewise increased by 5.4% to P745.7 million in 2005 due to: (a) higher traffic level at the Shangri-La Plaza Mall which is attributable to the 2004 developments undertaken at the Mall including the completion of the Shang Cineplex, and, (b) the improvement in rental income from the EDSA Shangri-La Manila Hotel. Share in the profits of KSA, the owner of The Enterprise Center in Makati City, rose to P77.7 million in 2005 from P43.6 million in 2004 due to the 93% occupancy level of The Enterprise Center. EPHI's second 6 luxury residential project, St. Francis Towers, which will be linked to the Shangri-La Plaza Mall, the EDSA Shangri-La Manila Hotel and the Shaw MRT Station is scheduled to be completed before the end of 2008.

Meanwhile, the Company continues to negotiate with various groups, including Atlas subsidiary Aquatlas Inc., who have expressed interest in pursuing the Bulacan Central Bulk Water Supply Project and the Bohol-Cebu Water Supply Project for the transfer of participating interests and/or transfer of all data and other properties relating to the Projects. The Company’s other investments include minority interests in: (1) Philippine Seven Corporation (PSC); and, (2) Batangas Assets Corporation (“BAC”).

Beginning 2006, the Company’s wholly-owned subsidiary, Filipinas Energy Corporation (“FEC”) began setting up its business and organization.

Key Performance Indicators

For the comparative interim periods (31 March 2006 and 31 March 2005), the top five (5) key performance indicators of the Company are as follows:

31 March 2006 31 March 2005

Current Ratio 1.24 : 1 2.70 : 1 Current Assets 903,912,905 1,767,043,840 Current Liabilities 726,263,182 654,779,645

Debt to Equity Ratio 1.51: 1 2.74: 1 Total Liabilities 1,250,243,956 1,874,049,645 Stockholders Equity 824,972,928 682,912,313

Equity to Debt Ratio 0.66 : 1 0.36 : 1 Stockholders Equity 824,972,928 682,912,313 Total Liabilities 1,250,243,956 1,874,049,645

Book Value per share 0.77 0.64 Stockholders Equity 824,972,928 682,912,313 Total # of shares 1,072,000,000 1,072,000,000

Earnings (Loss) per share 0.07 0.20 Net Income (Loss) 78,599,187 218,727,452 Total # of shares 1,072,000,000 1,072,000,000

March 2006 figures for Current Ratio is lower compared to the March 2005 figures on account of the decrease in Cash and Temporary Investments and Short-Term Investments accounts, which were used to pay the Company’s Long-Term Debt, and a similar decrease in Accounts 7 Receivables due to the conversion of some receivables into shares of stock which were booked under Investments and Advances. Debt-to-Equity ratio decreased while Equity-to-Debt ratio increased due to the reduction of the Company's Total Liabilities with a corresponding increase in Stockholders' Equity on account of the positive Net Income generated by the Company for the comparable interim periods. Book Value Per Share is considerably higher at P0.77 in March 2006 compared to P0.64 in March 2005 due to the Company's positive earnings. For the 1st quarter 2006, the Company posted an EPS of P0.07 compared to P0.20/share in March 2005.

Between 31 December 2005 and the end of the 1st quarter 2006, the top five (5) key performance indicators of the Company are as follows:

31 March 2006 31 December 2005

Current Ratio 1.24 : 1 1.12: 1 Current Assets 903,912,905 901,074,292 Current Liabilities 726,263,182 807,228,625

Debt to Equity Ratio 1.51: 1 1.78 : 1 Total Liabilities 1,250,243,956 1,331,209,399 Stockholders Equity 824,972,928 746,373,742

Equity to Debt Ratio 0.66 : 1 0.56 : 1 Stockholders Equity 824,972,928 746,373,742 Total Liabilities 1,250,243,956 1,331,209,399

Book Value per share 0.77 0.70 Stockholders Equity 824,972,928 746,373,742 Total # of shares 1,072,000,000 1,072,000,000

Earnings (Loss) per share 0.07 0.29 Net Income (Loss) 78,599,187 308,126,038 Total # of shares 1,072,000,000 1,072,000,000

The Company's key performance indicators continue to improve steadily over the interim period. Current Ratio increased due to a significant decrease in Current Liabilities. Debt-to-Equity ratio decreased while Equity-to-Debt ratio increased due to the net income generated by the Company during the 1st Quarter 2006, which raised Stockholders Equity, coupled with a reduction in Total Liabilities. Book Value per Share rose to 0.77 during the 1st quarter 2006 from 0.70 as of yearend 2005 as a result of the income posted by the Company during the interim period. EPS of P0.07 for the first three (3) months of 2006 is on-track to meet, if not exceed, the P0.29 EPS posted by the Company in 2005.

Beginning 2006, the Company’s wholly-owned subsidiary, Filipinas Energy Corporation (“FEC”) began setting up its business and organization and, as such, NO disclosure on performance indicators for any fiscal year and interim period can be made as yet.

1. There are NO known trends, events or uncertainties that have or are reasonably likely to have a material impact on the Company’s short-term or long-term liquidity, EXCEPT that the possible sale of the Company's non-core assets may generate additional one-time revenues for the Company.

2. The Company’s internal source of liquidity comes, primarily, from revenues generated from operations. The Company’s external source of liquidity comes, primarily, from loans/financing obtained from financial institutions and, alternatively, may also come from the collection of its accounts receivables and issuance of additional capital stock.

3. The Company has NO material commitments for capital expenditures but is expected to contribute its equity share in the capital expenditures of its investee companies. However, the bulk of the funding for such expenditures will be sourced from project financing.

4. There are NO known trends, events or uncertainties that have had or are reasonably expected to have a material impact on the revenues or income from continuing operations, save as stated in paragraph 1 above.

5. There are NO significant elements of income or loss that did not arise from the Company's continuing operations.

6. There have been no material changes from 2003-2005 in one or more line items of the Company's financial statements, EXCEPT the following:

a.1. Revenues generally increased in 2005 on account of corresponding increases in: (i) Interest Income (from P51 Million in 2003 to P72 Million in 2004 to P272 Million in 2005); and, (ii) Other Income (from P53 Million in 2003 to P404 Million in 2004 down to P91 Million in 2005). As a result, the Company was able to generate a Net Income of P308 Million in 2005 and P204 Million in 2004, and a Net Loss of P461 Million in 2003.

a.2. Accounts Receivables decreased to P665 Million in 2005 compared to P791 Million in 2004 and P818 Million in 2003 as certain Advances to Affiliates were settled.

a.3. Investments and Advances increased to P993 Million in 2005 due to the Company’s investment in Atlas Consolidated Mining and Development Corp. The decrease in the Investments and Advances account from P1.3 Billion in 2003 to P607 Million in 2004 was due to the Company sale of its MRT Bonds.

a.4. Total Assets increased to P2.08 Billion in 2005 due to the Company's investment in Atlas Consolidated Mining and Development Corp. The decrease in Total Assets from P2.3 Billion in 2003 to P1.8 Billion in 2004 was due to the sale of the Company's MRT Bonds.

a.5. The Company’s Net Worth increased from P256.06 Million in 2003 to P438 Million in 2004 to P746 Million in 2005 as a result of the Net Income of P204 Million and P308 Million generated by the Company in 2004 and 2005, respectively.

a.6. Long Term Debt Current and Non Current portions represent investor advances to the Company for future transaction (covering the potential sale/assignment of the Company's non-core assets, subject to the results of due diligence)

a.7. Stockholders' Equity increased by P308 Million as of the end of 2005 due to the Net Income generated by the Company during the year.

There have been NO material changes from 31 March 2005 to 31 March 2006 in one or more line items of the Company’s financial statements, EXCEPT as disclosed below:

b.1. Cash & Cash Equivalents decreased in March 2006 at P128 million compared to P625 million in March 2005 due to the reduction in the Company’s Long Term Debt.

b.2. Short-Term Investments (more than 90-day TDs) decreased from P115 million in March 2005 to P35.4 million in March 2006. Marketable Securities decreased to P15.4 million in March 2006 compared to P17.4 million in March 2005 due lower market value of securities compared to its booked value as of December 2005.

b.3. Accounts Receivables decreased to P724 million in March 2006 as against P1.0 billion in March 2005 due to the conversion of some receivables from affiliates into shares of stock.

b.4. Investment and Advances increased as a result of the conversion of a portion of the Company’s receivables from its affiliates into shares of stock.

b.5. Total Liabilities decreased due to the reduction of the Company’s Long Term Debt.

b.6. Stockholders' Equity is higher at P825 million in March 2006 compared to P683 million in March 2005 due to the Net Income generated by the Company from March 2005 to March 2006.

There have been NO material changes from 31 December 2005 to 31 March 2006 in one or more line items of the Company’s financial statements, except as disclosed below:

c.1. Cash and Cash Equivalents increased by P5 million, while Short-Term Investments decreased by P63 Million due to the termination of some of the Company's short-term placements for use in paying creditors.

c.2. Accounts Receivable increased by P59 Million, due to accrued interests and additional advances made to affiliates.

c.3. Long-term investment account decreased by P5.25 Million due to the sale of the Company's equity in Pacific Rim Export & Holdings Corp..

c.4 Current Portion of Long-Term Debt decreased by P13.5 Million, while Accounts Payable decreased by P68 Million due to the Company’s payment of a portion of its obligations to creditors.

7. There are NO events that will trigger direct or contingent financial obligation that is material to the Company, including any default or acceleration of an obligation.

8. There are NO material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company with unconsolidated entities or other persons created during the reporting period.

Employees

As of 31 December 2005 and 31 March 2006, the Company has eleven (11) full-time employees (including officers) who are not subject to any collective bargaining agreement.

IV. Brief Description of the General Nature and Scope of Business of the Company

The Company was incorporated in 1958 as an oil and mineral exploration company with the corporate name of “Anglo Philippine Oil Corporation”. In 1996, the Company changed its primary purpose to that of an investments holding firm focused on infrastructure and property development, and changed its corporate name to “Anglo Philippine Holdings Corporation”.

11 Since then, the Company has maintained, and will continue to maintain, investments in infrastructure, property development and diversified businesses.

Filipinas Energy Corporation, the Company’s wholly-owned subsidiary, is a petroleum and mineral exploration company which has began setting its business and organization in 2006.

V. Market Price and Dividends

The Company’s shares are listed and traded in the Philippine Stock Exchange. The high and low sale price of the Company’s shares for each quarter during the last two (2) fiscal years 2005 and 2004 and the first quarter of the current fiscal year 2006, expressed in Philippine Pesos, are as follows:

Stock Prices (Php)

High Low 2006-1st Quarter 0.89 0.88 2005-4th Quarter 0.90 0.79 3rd Quarter 0.75 0.70 2nd Quarter 0.53 0.34 1st Quarter 0.47 0.43 2004-4th Quarter 0.32 0.31 3rd Quarter 0.20 0.11 2nd Quarter 0.27 0.23 1st Quarter 0.14 0.12

As of the date of this Information Statement, the market price of the Company’s shares is P0.91/share.

Holders

As of 30 May 2006, the Company has 1,072,000,000 common shares outstanding and 3,249 stockholders of record. The Company’s top 20 Stockholders as of 30 May 2006 are as follows:

Stockholder Shares % to Total PCD Nominee Corp. (Filipino) 425,967,716 39.74% National Book Store, Inc. 330,614,705 30.84% PCD Nominee Corp. (Non-Filipino) 53,699,170 5.01% The Philodrill Corporation 49,874,000 4.65% Alakor Securities Corporation 37,034,333 3.45% S.J. Roxas & Co., Inc. 24,122,666 2.25% Jose D. Sangalang 19,239,100 1.79% Jimmy Dy Sy &/or Letty Dy Sy 13,600,000 1.27% Alakor Corporation 8,631,607 0.81%

12 Vulcan Industrial & Mining Corp. 8,000,000 0.75% David Go Securities, Inc. 5,851,751 0.55% BA Securities, Inc. 3,156,000 0.29% Fernando Gonzales 2,666,664 0.25% Alyrom Property Holdings, Inc. 2,659,000 0.25% Tan Pang Eng 2,100,000 0.20% Ramon R. Rivero 1,600,000 0.15% Soledad V. Navarro 1,250,500 0.12% Lutgarda D. Sangalang 1,050,000 0.10% Alakor Sec. Corp. FAO: 1,000,000 0.09% Eleven Seven Profitmaker, Inc. Socorro M. Benavidez 1,000,000 0.09%

Dividends

NO dividends were declared during the last two (2) fiscal years 2004 and 2005 and the first quarter of the current fiscal year 2006.

The Company’s ability to declare and pay dividends on common equity is restricted by the availability of sufficient retained earnings.

Recent Sales of Unregistered Securities

NO unregistered securities were sold during the past three (3) years. All of the Company’s issued and outstanding shares of stock are duly registered in accordance with the provisions of the Securities Regulation Code.

(a) Securities Sold – not applicable; NO securities were sold (b) Underwriters and Other Purchases – not applicable; NO securities were sold (c) Consideration – not applicable; NO securities were sold (d) Exemption from Registration Claimed – not applicable; NO securities were sold.

VI. Corporate Governance

(a) The Company uses the evaluation system established by the SEC in its Memorandum Circular No. 5, series of 2003, including the accompanying Corporate Governance Self- Rating Form (CG-SRF) to measure or determine the level of compliance of the Board of Directors and top-level management with the Company’s Corporate Governance Manual.

(b) The Company undertakes a self-evaluation process every semester and any deviation from the Company’s Corporate Governance Manual is reported to the Management and the Board together with the proposed measures to achieve compliance.

(c) Except as indicated below, the Company is currently in full compliance with the leading practices on good corporate governance embodied in the CG-SRF:

1. The Company has prepared a written Code of Conduct for the Board, CEO and staff, but has not yet adopted the same pending further discussions on the matter. In the meantime, however, the Company has existing policies and procedures that can identify and resolve potential conflicts of interest.

2. The Company has an organizational plan supported by a business plan and budget set by Management and approved by the Board, and has clearly defined operational and financial performance measures.

3. Employees and officers undergo professional development programs subject to meeting the criteria set by the Company. Succession plan for senior management is determined by the Board as the need arises.

(d) The Company shall adopt such improvement measures on its corporate governance as the exigencies of its business will require from time to time.

The Company undertakes to provide, without charge, upon the written request of a stockholder, a copy of its Annual Report on SEC Form 17-A. Such request should be addressed to the Corporate Secretary, Anglo Philippine Holdings Corporation, 6th Floor, Quad Alpha Centrum, 125 Pioneer Street, Mandaluyong City 1550, Philippines.

14 FINAL LIST OF CANDIDATES FOR ELECTION AS INDEPENDENT DIRECTOR

(A) Candidates for Election as Independent Director

(1) Identity, names and ages of candidates for election as Independent Director

Name Age Current Position Period of service as such From To Leonardo R. Arguelles, Jr. 56 Independent Director 2004 Present Jose Ma. A. Rufino 52 N.A. N.A. N.A.

Directors elected in the Annual Meeting of Stockholders have a term of office of one (1) year and serve as such until their successors are elected and qualified in the next succeeding Annual Meeting of Stockholders; provided, that a director who was elected to fill in a vacancy arising in the Board shall only serve the unexpired portion of his predecessor.

Business Experience During the Past Five (5) Years of Candidates for Independent Directors

Candidates for Independent Director with directorship(s) held in reporting companies

Leonardo R. Arguelles, Jr. ABN-AMRO Bank Jose Ma. A. Rufino San Miguel Corporation Development Bank of the Philippines

(3) Family Relationships

The candidates for election as independent directors of the Company are NOT related by consanguinity or affinity, either with each other or with any other member of the Company’s Board of Directors.

(4) Involvement in Certain Legal Proceedings

The Company is not aware of: (1) any bankruptcy petition filed by or against any business of which an independent director, person nominated to become an independent director of the Company was a general partner or executive officer either at the time of the bankruptcy or within two (2) years prior that time; (2) any conviction by final judgment in a criminal proceeding, domestic or foreign, or being subject to a pending criminal proceeding, domestic or foreign, excluding traffic violations and other minor offenses of any independent director, person nominated to become an independent director; (3) any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, domestic or foreign, permanently or temporarily enjoining, barring, suspending or otherwise limiting the involvement in any type of business, securities, commodities or banking activities an independent director, person nominated to become an independent director of the Company; and, (4) judgment against an independent director, person nominated to become an independent director of the Company found by a domestic or foreign court of competent jurisdiction (in a civil action), the Philippine Securities and Exchange Commission or comparable foreign body, or a domestic or foreign exchange or electronic marketplace or self-regulatory organization, to have violated a securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

There had 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 independent director of the Company, or nominee for election as an independent director, or any member of the immediate family (including spouse, parents, children, siblings, and in-laws) of 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.

The candidates for independent directors own the following number of voting shares:

Amount and nature of Beneficial ownership Percent Type Name of beneficial owner Direct Indirect Citizenship Of Class As of Common Leonardo R. Arguelles, Jr. 100 0 Filipino <0.01% 30 May 2006 Common Jose Ma. A. Rufino* 0 0 Filipino N.A.

* Mr. Jose Ma. A. Rufino is in the process of acquiring qualifying shares before the 28 July 2006 Annual Stockholders’ Meeting.

As of the Record Date, the aggregate number of shares owned by the candidates for election as independent director is 100 shares, or less than 0.01% of the Company’s outstanding capital stock.

Voting Trust Holders of 5% or More

The candidates for election as independent director do not hold more than 5% of any class of the Company’s securities under a voting trust or similar agreement.

Changes in Control

The election of independent directors will not result in a change in control of the Company.

Except for Mr. Maximo G. Licauco III, all the other directors of the Company were elected in the 2005 Annual Stockholders' Meeting. Mr. Licauco resigned as director and was replaced on 24 March 2006 by Mr. Adrian S. Ramos, who is standing for re-election as director.

Mr. Noel T. Del Castillo ceased to act as an Independent Director as of 19 December 2005 when the Company acquired a 20% interest in Atlas Consolidated Mining & Development Corp. (ACMDC), where Mr. del Castillo currently serves as a director. Mr. Jose Ma. A. Rufino has been nominated for election as independent director of the Company for 2006.

3 ANGLO-PHILIPPINE HOLDINGS CORPORATION

MINUTES OF THE ANNUAL MEETING OF THE STOCKHOLDERS

Held on 29 July 2005 at 3:00 p.m. at the Del Pilar Room, The Legend Villas, 60 Pioneer corner Madison Sts., Mandaluyong City

1. Call to Order

The Chairman, Mr. Alfredo C. Ramos, called the meeting to order and presided over the same. The Corporate Secretary, Atty. Roberto V. San Jose, recorded the minutes of the proceedings.

2. Certification of Notice and Quorum

The Corporate Secretary certified that notice of the meeting was sent to all the stockholders in accordance with the By-laws of the Corporation. Additionally, notice of the meeting was published in the Bulletin Today issue of July 22, 2005. He further certified that, there being present in person or by proxy stockholders holding at least 70.58% of the outstanding capital stock, a quorum existed for the transaction of business.

3. Approval of Minutes of Previous Meeting

The Chairman informed the stockholders that the next item in the agenda was the approval of the Minutes of the Annual Meeting of the Stockholders held on 24 September 2004. On motion duly made and seconded, the following resolution was unanimously approved by the stockholders:

“RESOLVED, as it is hereby resolved, that the Minutes of the Annual Meeting of the Stockholders held on 24 September 2004 be, as they are hereby, approved.”

4. Management Report

The next matter in the agenda was the Annual Report of Management. The President, Mr. Christopher M. Gotanco, presented the management report, copies of which were previously distributed to the stockholders together with the audited financial statements as of the fiscal year ended 31 December 2004. After the reports, the President entertained questions from the floor.

After the discussion, on motion duly made and seconded, the Annual Report of Management as presented by the President and Mr. Navarro, as well as the financial statements as of 31 December 2004 were duly noted and made part of the records of the Corporation.

5. Ratification and Approval of Corporate Acts

The Chairman stated that he would entertain a motion for the ratification of the acts of the Board of Directors, officers and management of the Corporation from the last annual stockholders’ meeting to the present.

Whereupon, on motion duly made and seconded, the following resolution was unanimously approved:

“RESOLVED, that all acts, proceedings, transactions and agreements of the Board of Directors and Officers for and on behalf of the Corporation from the last stockholders’ meeting up to the present be, as they hereby are, approved, confirmed and ratified.”

6. Amendment of Articles of Incorporation to extend the Corporate Life

The Chairman stated that the next item on the agenda was to take up the amendment of Article IV of the Articles of Incorporation, to extend the corporate term by another 50 years upon its expiration. He stated that the company was incorporated on June 25, 1958 and that its corporate life will expire on June 27, 2008, unless extended through an amendment to the Articles of Incorporation.

Whereupon, on motion duly made and seconded, the following resolution was unanimously approved:

“RESOLVED, as it is hereby resolved, to amend Article IV of the Company’s Articles of Incorporation to read, as follows:

‘That the term for which the said Corporation is to exist is FIFTY YEARS from and after the expiry date of the original corporate term on June 25, 2008.’

7. Election of Directors

The Chairman then proceeded to take up the matter of electing directors for the Corporation for the year 2005-2006. Upon nomination duly made and seconded, the following were elected directors for the current year:

1. ALFREDO C. RAMOS 2. CHRISTOPHER M. GOTANCO 3. FRANCISCO A. NAVARRO 4. PRESENTACION S. RAMOS 5. AUGUSTO B. SUNICO 6. MAXIMO G. LICAUCO III 7. PATRICK V. CAOILE 8. NOEL T. DEL CASTILLO 9. VICTOR V. BENAVIDEZ 10. LEONARDO R. ARGUELLES, JR. 11. ROBERTO V. SAN JOSE

The Chairman acknowledged Messrs. Del Castillo and Arguelles as the Company’s independent directors.

8. Appointment of External Auditor

On motion duly made and seconded, the auditing firm of Laya Mananghaya & Co. was re-appointed external auditors of the Corporation for the current year.

9. Other Matters

Amendment of by-Laws

The Corporate Secretary stated that under the By-Laws, the annual meeting is scheduled on any day in May to be fixed by the Board. However, in view of the requirements under the Rules and Regulations of the Securities and Exchange Commission for the holding of stockholders’ meeting, such as the setting of record date, and sending out of the information statements at least a specified number of days in advance, the Company invariably has to postpone the stockholders’ meeting. As the audited financial statements become available only around April 15 of each year, there was not enough time for management to prepare and send the necessary notices and reports for a meeting in May. He therefore suggested that the by-laws be amended, to re- schedule the annual stockholders’ meeting, to the last Friday of July.

Whereupon, on motion duly made and seconded, the stockholders unanimously resolved to change the date of the annual stockholders’ meeting from any day in May as may be fixed by the Board, to the last Friday of July of each year, and to accordingly amend Article II, Section 1 of the By-Laws to that effect. The following resolutions was approved:

“RESOLVED, as it hereby resolved, to amend Article II, Section 1 of the Company’s By-Laws to read as follows:

“1. The Annual Meeting of the stockholders shall be held in the principal office of the company or at any suitable place in Metro Manila on a date the last Friday of July of each year. (As amended on July 29, 2005)

10. Adjournment

There being no further business to transact, the meeting was thereupon adjourned.

ATTEST:

ALFREDO C. RAMOS Chairman of the Meeting

ROBERTO V. SAN JOSE Corporate Secretary

REPUBLIC OF THE PHILIPPINES) CITY OF MANDALUYONG, M.M.)S.S.

SUBSCRIBED AND SWORN to before me on this 03rd day of July 2006 at Mandaluyongg City.

Names CTC No. Date of Issue Place of Issue Alfredo C. Ramos 12099631 01-02-2006 Manila Roberto V. San Jose 20532107 01-31-2006 Makati City

Doc No. 12 Page No. 04 Book No. 95 Series of 2006.

ANGLO PHILIPPINE HOLDINGS CORPORATION

FINANCIAL STATEMENTS December 31, 2005 and 2004

ABCD Laya Mananghaya & Co. Telephone +63 (2) 885 7000 Certified Public Accountants & Management Consultants +63 (2) 893 8507 22/F, Philamlife Tower, 8767 Paseo de Roxas Fax +63 (2) 894 1985 Makati City 1226, Metro Manila, Philippines +63 (2) 816 6595 e-Mail [email protected]

PRC-BOA Registration No. 0003 SEC Accreditation No. 0004-FR-1 BSP Accredited

REPORT OF INDEPENDENT AUDITORS

The Board of Directors and Stockholders Anglo Philippine Holdings Corporation 6th Floor, Quad Alpha Centrum Building 125 Pioneer Street, Mandaluyong City

We have audited the accompanying balance sheets of Anglo Philippine Holdings Corporation as of December 31, 2005 and 2004, and the related statements of income, changes in stockholders’ equity and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the Philippines. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Anglo Philippine Holdings Corporation as of December 31, 2005 and 2004, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the Philippines.

Units 142/144 & 146/148 Unit 503, 5th Floor, Keppel Center Ground Floor, Alpha Building Samar Loop corner 2nd Floor, Uy Building Subic International Hotel Compound Cardinal Rosales Avenue Sen. B. Aquino Avenue Suite 3, Doll Building Rizal corner Sta. Rita Roads Cebu Business Park Mandurriao 6th Street Subic Bay Freeport Zone 2222 Cebu City 6000 Iloilo City 5000 Bacolod City 6100 Philippines Philippines Philippines Philippines

Laya Mananghaya & Co., Telephone +63 (47) 252 2825 Telephone +63 (32) 233 9337 Telephone +63 (33) 321 3821 Telephone +63 (34) 434 9225 a professional partnership established +63 (32) 233 9339 +63 (33) 321 3822 under Philippine law, is a member of Fax +63 (47) 252 2826 Fax +63 (32) 233 9327 Fax +63 (33) 321 3823 Fax +63 (34) 434 8015 KPMG International, a Swiss cooperative. e-Mail [email protected] e-Mail [email protected] e-Mail [email protected] e-Mail [email protected]

ANGLO PHILIPPINE HOLDINGS CORPORATION BALANCE SHEETS

December 31 2004 (As restated - 2005 Notes 2 and 14) ASSETS Current Assets Cash and cash equivalents (Note 3) P121,305,049 P149,906,665 Short-term investments (Note 4) 114,149,678 89,691,860 Receivables - net (Notes 5 and 11) 665,435,949 791,488,250 Prepayments and other current assets 183,616 393,415 Total Current Assets 901,074,292 1,031,480,190 Investments and Advances (Note 6) 992,919,654 606,811,968 Property and Equipment - net (Note 7) 409,058 191,651 Deferred Income Tax Asset (Note 15) 4,452,286 4,452,286 Deferred Exploration and Other Charges - net (Note 8) 178,727,851 176,664,168 P2,077,583,141 P1,819,600,263

LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Accounts payable and accrued expenses (Note 11) P753,278,625 P749,398,833 Current portion of long-term debt (Note 10) 53,950,000 55,555,556 Loans payable (Note 9) - 47,000,000 Total Current Liabilities 807,228,625 851,954,389 Long-Term Debt - net of current portion (Note 10) 517,920,000 529,398,170 Deferred Income Tax Liability (Note 15) 6,060,774 - Stockholders' Equity 746,373,742 438,247,704 P2,077,583,141 P1,819,600,263

See Notes to Financial Statements.

ANGLO PHILIPPINE HOLDINGS CORPORATION STATEMENTS OF INCOME

Years Ended December 31 2004 (As restated - 2005 Notes 2 and 14) NET REVENUES Interest (Note 12) P271,800,047 P71,919,764 Others 91,492,149 404,610,152 363,292,196 476,529,916 COSTS AND EXPENSES General and administrative (Note 13) 24,011,821 22,328,087 Interest and other bank charges (Notes 9 and 10) 21,027,893 127,371,722 Provision for decline in value of marketable securities 1,973,981 3,689,870 Foreign exchange (gains) losses (4,595,680) 8,224,101 Difference on asset exchange - 81,807,978 Bond securitization expense - 22,484,180 42,418,015 265,905,938 INCOME BEFORE PROVISION FOR INCOME TAX 320,874,181 210,623,978 PROVISION FOR INCOME TAX (Note 15) Current 6,687,369 4,890,977 Deferred 6,060,774 1,411,106 NET INCOME P308,126,038 P204,321,895 Earnings Per Share (Note 16) P0.29 P0.20

See Notes to Financial Statements.

ANGLO PHILIPPINE HOLDINGS CORPORATION STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

Years Ended December 31 2004 (As restated - 2005 Notes 2 and 14) CAPITAL STOCK - P1 par value Authorized - 2,000,000,000 shares Issued and outstanding - 1,046,430,374 shares P1,046,430,374 P1,046,430,374 Subscribed - 25,569,626 shares 25,569,626 25,569,626 Subscription receivable (9,687,574) (9,687,574) 1,062,312,426 1,062,312,426 ADDITIONAL PAID-IN CAPITAL 4,658,460 4,658,460 1,066,970,886 1,066,970,886 DEFICIT Balance at beginning of year, as previously reported (628,723,182) (810,914,555) Transitional effect of adoption of new standard (Notes 2 and 14) - (22,130,522) Balance at beginning of year, as restated (628,723,182) (833,045,077) Net income for the year 308,126,038 204,321,895 Balance at end of year (320,597,144) (628,723,182) P746,373,742 P438,247,704

See Notes to Financial Statements.

ANGLO PHILIPPINE HOLDINGS CORPORATION STATEMENTS OF CASH FLOWS

Years Ended December 31 2004 (As restated - 2005 Notes 2 and 14) CASH FLOWS FROM OPERATING ACTIVITIES Income before provision for tax P320,874,181 P210,623,978 Adjustments for: Interest income (271,800,047) (71,919,764) Interest expense 21,027,893 127,371,722 Unrealized foreign exchange (gain) loss (4,595,680) 8,224,101 Provision for decline in value of marketable securities 1,973,981 3,689,870 Depreciation 121,730 37,255 Operating income before working capital changes 67,602,058 278,027,162 Decrease (increase) in: Short term investments (26,431,799) (80,246,573) Receivables 126,052,301 27,004,875 Prepayments and other current assets 209,799 162,040 Increase in accounts payable and accrued expenses 1,788,103 222,081,356 Cash generated from operations 169,220,462 447,028,860 Interest received 271,800,047 71,919,764 Interest paid (21,027,893) (127,371,722) Net cash provided by operating activities 419,992,616 391,576,902 CASH FLOWS FROM INVESTING ACTIVITIES Decrease (increase) in: Deferred exploration and other charges (2,063,683) 10,174,875 Investments and advances (386,107,686) 699,411,981 Acquisitions of property and Equipment (339,137) (184,200) Net cash provided by (used in) investing activities (388,510,506) 709,402,656 CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from borrowings 571,870,000 - Payments of borrowings (631,953,726) (953,005,465) Net cash used in financing activities (60,083,726) (953,005,465) NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (28,601,616) 147,974,093 CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 149,906,665 1,932,572 CASH AND CASH EQUIVALENTS AT END OF YEAR P121,305,049 P149,906,665

See Notes to Financial Statements.

ANGLO PHILIPPINE HOLDINGS CORPORATION NOTES TO FINANCIAL STATEMENTS

1. Organization and Nature of Business

Anglo Philippine Holdings Corporation (the “Company”), a corporation duly organized and existing under the laws of the Republic of the Philippines, was incorporated and registered with the Securities and Exchange Commission (SEC) on March 13, 1996, as a holding company. The Company purchases or otherwise acquires, for the purpose of holding or disposing of the same, property of every kind and description, including the goodwill, stocks, rights and property of any person, firm, association or corporation and to generate all kinds of investment opportunities or fields of investments.

The Company started commercial operations on August 1, 2000 and its shares are listed in the Philippine Stock Exchange.

The registered office address of the Company is 6th Floor, Quad Alpha Centrum Building 125 Pioneer Street, Mandaluyong City, Philippines.

The Company continues to be adversely affected by the slowdown in the business and economic environment and has accumulated deficit of P320.6 million and P628.7 million as of December 31, 2005 and 2004, respectively.

To counter the negative impact of the business and economic slowdown, the Company has undertaken, or plans to undertake, the following steps and measures:

a. Sell some or all of its non-core investments to generate cash;

b. Exchange/convert its petroleum equity interests into marketable or other more liquid securities, or sell the same;

c. Call on its accounts receivables or convert these into marketable securities or investments; and

d. Offer for subscription its unissued capital stock worth P928 million based on par value as of December 31, 2005.

The ultimate outcome of the foregoing matters cannot be presently determined. The financial statements do not include any adjustments to reflect the possible future effects of the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

The Company’s financial statements as of and for the year ended December 31, 2005 were approved and authorized for issue by the Board of Directors on March 24, 2006.

2. Summary of Significant Accounting Policies and Impact of the New and Revised Accounting Standards

The significant accounting policies are set forth to facilitate understanding of data presented in the financial statements.

Basis of Preparation The accompanying financial statements are presented and prepared in Philippine Pesos under the historical cost convention, except for certain financial instruments which are required to be stated at fair value.

Statement of Compliance The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the Philippines. These are the Company’s first financial statements prepared in accordance with Philippine Financial Reporting Standards (PFRS), where PFRS 1, First-time Adoption of Philippine Financial Reporting Standards, was then applied.

As allowed by the Notice of Amendments to Securities Regulation Code Rules 68 and 68.1 issued by the Securities and Exchange Commission on October 25, 2005 for public companies, which include listed companies, for the year ending December 31, 2005, the Company is presenting a comparative format of only two (2) years for the statements of income, changes in stockholders’ equity and cash flows for the year to give temporary relief for the first time adoption of the more complex Philippine Financial Reporting Standards (PFRS). The requirement for three-year comparative presentation will resume for year-end reports beginning the year ending December 31, 2006 and onwards.

The Company prepared its financial statements until December 31, 2004 in accordance with Statements of Financial Accounting Standards/International Accounting Standards.

Use of Estimates and Judgments The preparation of the financial statements in conformity with PFRS requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Although these estimates are based on Management’s best knowledge of current events and actions, actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

Judgments are made by management on the development, selection and disclosure of the Company’s critical accounting policies and estimates and the application of these policies and estimates.

Financial Assets and Liabilities The Company carries certain financial assets and liabilities at fair value, which requires extensive use of accounting estimates and judgment. While significant components of fair value measurement are determined using verifiable objective evidence (i.e., foreign

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exchange rates) the amount of changes in fair value would differ if the Company will utilize a different valuation methodology.

Estimating Allowances for Doubtful Accounts Provisions are made for accounts specifically identified to be doubtful of collection. An estimate of allowance is generally provided for the receivables when collection of full amount is no longer probable.

Estimating Realizability of Deferred Tax Assets The Company reviews its deferred tax assets at each balance sheet date and reduces the carrying amount to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilized. Any deferred tax asset will be re-measured if it might result in derecognition where the expected tax law to be enacted has a possible risk on the realization.

Retirement Benefits The determination of the Company’s obligation and cost for pension and other retirement benefits is dependent on the selection of certain assumptions used by actuaries in calculating such amounts. The assumptions described in Note 14 include among others, discount rates and rates of compensation increase. In accordance with PFRS, actual results that differ from the assumptions are accumulated and amortized over future periods and, therefore, generally affect the recognized expense and recorded obligation in such future periods. While Management believes that the assumptions are reasonable and appropriate, significant differences in actual experience or significant changes in assumptions may materially affect pension and other retirement obligations.

Provisions and Contingencies The Company, in the ordinary course of business, sets up appropriate provisions for its present legal or constructive obligations in accordance with its policies on provisions and contingencies.

Adoption of New and Revised Accounting Standards The Accounting Standards Council approved in 2004 the issuance of new and revised accounting standards which are based on new International Financial Reporting Standards issued by the International Accounting Standards Board (IASB) and revised International Accounting Standards arising from the improvements project of the IASB. The new and revised standards are effective for annual periods beginning on or after January 1, 2005.

Accordingly, effective January 1, 2005, the Company adopted the following PFRS and Philippine Accounting Standards (PAS) which are relevant to its operations:

PFRS 1, First-time Adoption of Philippine Financial Reporting Standards, requires an entity adopting PFRS for the first time (a first-time adopter) to comply with each PFRS that has come into effect at the reporting date for its first PFRS financial statements. It also requires a first-time adopter to prepare an opening PFRS balance sheet at the date of transition to PFRS, the beginning of the earliest adoption to which it presents the full comparative information under PFRS. PFRS 1 grants limited exemptions from these requirements in specified areas where the cost of complying with them would likely to exceed the benefits to users of financial statements. It prohibits retrospective application of PFRS in some areas, particularly where retrospective application would require judgments by management about past conditions after the outcome of a particular transaction is already known. Further, it requires disclosure that explains how the transition from previous generally accepted

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accounting principles (GAAP) to PFRS affected the entity’s reported financial position, financial performance and cash flows.

PAS 19, Employee Benefits, which prescribes the accounting and disclosure for employee benefits. The standard requires an entity to recognize a liability when an employee has provided service in exchange for employee benefits to be paid in the future and an expense when the entity consumes the economic benefit arising from service provided by the employee in exchange for economic benefits.

The standard also prescribes the use of the projected unit credit method in measuring retirement benefit expense and a change in the manner of computing benefit expense relating to past service cost and actuarial gains and losses. It requires the company to determine the present value of defined benefit obligations and the fair value of any plan assets with sufficient regularity that the amounts recognized in the financial statements do not differ materially from the amounts that would be determined at the balance sheet date.

Upon adoption of this standard, “Retained earnings” decreased by P22,130,522 as of January 1, 2004 due to the immediate recognition of transitional liability. “Accounts payable and accrued expenses” increased by P25,937,155 as of December 31, 2004 and “Pension expense” increased by P3,806,633 as of December 31, 2004.

PAS 32, Financial Instruments: Disclosure and Presentation, covers the disclosure and presentation of all financial instruments. It requires more comprehensive disclosures about a company’s financial instruments, whether recognized or unrecognized in the financial statements. New disclosure requirements include terms and conditions of financial instruments used by the company; types of risks associated with both the recognized and unrecognized financial instruments (price risk, credit risk, liquidity risk and cash flow risk); fair value information of both recognized and unrecognized financial assets and financial liabilities; and the company’s financial risk management policies and objectives. It also requires financial instruments to be classified as liabilities or equity in accordance with its substance and not its legal form; and

PAS 39, Financial Instruments: Recognition and Measurement, establishes the accounting and reporting standards for recognizing, measuring and disclosing information about a company’s financial assets and financial liabilities. The standard requires a financial asset or financial liability to be recognized initially at their fair value. Subsequent to initial recognition, the company should continue to measure financial assets at their fair values, except for loans and receivables and held-to- maturity investments, which are to be measured at cost or amortized cost using the effective interest rate method, subject to test for impairment. Financial liabilities are subsequently measured at cost or amortized cost, except for liabilities classified as “at fair value through profit and loss” and derivatives, which are subsequently to be measured at fair value.

The Company also adopted the following revised standards in 2005:

PAS 1, Presentation of Financial Statements, (a) provides a framework within which an entity assesses how to present fairly the effects of transactions and other events; (b) provides the base criteria for classifying liabilities as current or noncurrent; (c) prohibits the presentation of items of income and expenses as extraordinary items in the financial statements; and (d) specifies the disclosures about key sources of estimation, uncertainty and judgments management has made in the process of applying the entity’s accounting policies;

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PAS 8, Accounting Policies, Changes in Accounting Estimates and Errors, requires changes in accounting policies and correction of errors be accounted for retrospectively. The allowed alternative of recognizing the cumulative effect in the current period has been removed;

PAS 10, Events After the Balance Sheet Date, provides a limited clarification of the accounting for dividends declared after the balance sheet date;

PAS 16, Property, Plant and Equipment, provides additional guidance and clarification on recognition and measurement of items of property, plant and equipment. It also provides that each part of an item of property, plant and equipment with a cost that is significant in relation to the total cost of the item shall be depreciated separately.

PAS 17, Leases, provides a limited revision to clarify the classification of a lease of land and buildings and prohibits expensing of initial direct costs in the financial statements of the lessors;

PAS 24, Related Party Disclosures, provides additional guidance and clarity in the scope of the standard, the definitions and disclosures for related parties;

PAS 33, Earnings Per Share, prescribes principles for the determination and presentation of earnings per share for companies with publicly traded shares, companies in the process of issuing ordinary shares to the public, and companies that calculate and disclose earnings per share. The standard also provides additional guidance in computing earnings per share including the effects of mandatorily convertible instruments and contingently issuable shares, among others.

PAS 28, Investments in Associates, reduces alternatives in accounting for associates in the separate financial statements of an investor. Investments in associates will be accounted for either at cost or in accordance with PAS 39 in the separate financial statements. Equity method of accounting will no longer be allowed in the separate financial statements, and

PAS 36, Impairment of Assets, prescribes additional guidance on making cash flow projections for the purpose of a value in use calculation and on using present value techniques.

Effective January 1, 2006, the Company will adopt the following new PFRS which is relevant in its operations:

PFRS 6, Exploration for and Evaluation of Mineral Resources, requires entities recognizing exploration and evaluation assets to perform an impairment test on those assets when facts and circumstances suggest that the carrying amount of the assets may exceed their recoverable amount.

Unless otherwise indicated, adoption of the new and revised standards did not result in a significant change and adjustment. Additional disclosures required by the new and revised standards were included in the financial statements when applicable.

Cash and Cash Equivalents Cash and cash equivalents are carried in the balance sheets at cost. For the purpose of the cash flow statements, cash and cash equivalents consist of cash on hand and in banks, and other short term highly liquid investments with original maturities of three months or

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less from date of acquisition and that are subject to an insignificant risk of change in value.

Receivables Receivables are recognized and carried at original invoice amount less an allowance for any uncollectible amounts. An estimate for doubtful accounts is made when collection of the full amount is no longer probable.

Investment in Associate Investments in share of stock of associates, where the percentage of ownership is 20% or more, or where the Company can exercise significant influence over the investee’s operating and financial policies, are accounted for under the equity method. Under the equity method, the cost of investment is increased or decreased by the Company’s equity in the net earnings or losses of the investees, adjusted of the straight-line amortization over five (5) years of the difference between the cost of such investments and the proportionate share in the underlying net assets of such investments, since the dates of acquisition. Dividends received are treated as a reduction in the carrying value of the investments.

Investments in companies over which no significant influence is exercised are stated at cost. An allowance is set up for any substantial decline in carrying value of the investment.

Property and Equipment Property and equipment are carried at cost less accumulated depreciation and any impairment in value.

Initially, an item of property and equipment is measured at its cost, which comprises its purchase price and any directly attributable costs of bringing the asset to working condition. Subsequent expenditures are added to the carrying amount of the asset when it is probable that future economic benefits, in excess of the originally assessed standard of performance, will flow to the Company. All other subsequent expenditures are recognized as expenses in the period in which they are incurred.

Depreciation is computed based on the carrying values of the assets using the straight- line method over the following estimated useful lives:

Number of Years Transportation equipment 5 Office equipment 2 – 5 Communication equipment 2

The useful lives and depreciation method are reviewed periodically to ensure that such useful lives and depreciation method are consistent with the expected pattern of economic benefits from those assets.

When an asset is disposed of, or is permanently withdrawn from use and no future economic benefits are expected from its disposal, the cost and accumulated depreciation and impairment losses, if any, are removed from the accounts and any resulting gain or loss arising from the retirement or disposal is credited to or charged against current operations.

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Impairment of Financial Assets Financial instruments are reviewed for impairment at each balance sheet date. For financial assets carried at amortized cost, whenever it is probable that the Company will not collect all amounts due according to the contractual terms of receivables, an allowance for doubtful accounts is recognized in the statements of income. Reversal of allowance for doubtful accounts previously recognized is recorded when the decrease can be objectively related to an event occurring after the write-down. Such reversal is recorded in the statements of income. However, the increased carrying amount is only recognized to the extent that it does not exceed what amortized cost would have been had the impairment not been recognized.

Deferred Exploration and Other Charges All exploration costs and related expenses incurred prior to the start of commercial operations, reduced by incidental revenues, are carried as deferred exploration and other charges.

The costs and expenses for exploration activities which do not result in the discovery of petroleum or mineral deposits that are commercially productive are charged to operations after the project is abandoned and when management expects no further recovery.

Income Taxes Income tax on the profit or loss for the year is composed of current and deferred income tax. Income tax is recognized in the statements of income except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity. Current income tax is the expected tax payable on the taxable income for the year, using tax rates enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years.

Deferred tax assets are recognized for the future tax consequences attributable to temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes and the carryforward benefits of net operating loss carryover (NOLCO) and the minimum corporate income tax (MCIT) over the regular corporate income tax. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted at the balance sheet date. A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized.

Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realized. The carrying amount of the deferred tax asset is reviewed at each balance sheet date and reduced, if appropriate.

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realized or the liability is settled, based on tax laws that have been enacted or substantively enacted at the balance sheet date.

Foreign Currency Transactions Foreign currency transactions are recorded in Philippine peso based on the exchange rates prevailing at the transaction dates. Foreign currency denominated assets and liabilities are translated into Philippine peso at the exchange rates prevailing at the balance sheet date. The resulting foreign exchange gains and losses are credited to or charged against current operations.

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Retirement Benefit Costs The Company has a non-contributory defined retirement benefit plan covering substantially all regular employees. The cost of providing benefits is valued every year by a professionally qualified independent actuary. The obligation and costs of retirement benefits are determined using the projected unit credit method. This method considers each period of service as giving rise to an additional unit of benefit entitlement and measures each unit separately to build up the final obligation. Gains or losses on the curtailment or settlement of retirement benefits are recognized when the curtailment or settlement occurs. Actuarial gains and losses are recognized as income or expenses when the net cumulative unrecognized actuarial gains and losses for the retirement plan at the end of the previous reporting exceeded 10% of the higher of the defined benefit obligation and the fair value of plan assets at the date. These gains or losses are recognized over the expected average remaining working lives of the employee participating in the plan.

The defined benefit liability is the aggregate of the present value of the defined benefit obligation and actuarial gains and losses not recognized reduced by past service cost not yet recognized and the fair value of plan assets out of which the obligations are to be settled directly. If such aggregate is negative, the asset is measured at the lower of such aggregate or the aggregate of cumulative unrecognized net actuarial losses and past service cost at the present value of any economic benefits available in form of refunds from the plan, or reductions in the future contributions to the plan. If the asset is measured at the aggregate of cumulative unrecognized net actuarial losses and past service cost and the present value of any economic benefits available in the form of refunds from the plan or reductions in the future contributions to the plan, net actuarial losses of the current period and past service cost of the current period are recognized immediately to the extent that they exceed any reduction in the present value of those economic benefits. If there is no change or an increase in the present value of the economic benefits, the entire net actuarial losses of the current period and past service cost of the current period are recognized immediately. Similarly, net actuarial gains of the current period after the deduction of past service cost of the current period exceeding any increase in the present value of economic benefits stated above are recognized immediately if the asset is measured at the aggregate of cumulative unrecognized net actuarial losses and past service cost and the present value of any economic benefits available in the form of refunds from the plan or reductions in the future contributions to the plan. If there is no change or a decrease in the present value of economic benefits, the entire net actuarial gains of the current period after the deduction of past service cost of the current period are immediately recognized.

Any transitional liability is either recognized immediately or amortized as an expense on a straight-line basis over 5 years from the date of adoption.

Earnings per Share Earnings per share is determined by dividing net income for the year by the weighted average number of common shares outstanding during the year.

Interest and Other Income Interest income on bank deposits and temporary investments are recorded when earned and presented net of applicable final tax. Other income is recorded when earned.

Costs and Expenses Costs and expenses, not directly attributable to capitalizable projects, are recognized and charged to operations as incurred.

- 8 -

Operating Lease Payments Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are recognized in the statements of operations on a straight-line basis over the term of the lease.

Related Parties Parties are considered to be related if one party has the ability to control the other party or exercise significant influence over the other party in making financial and operating decisions. It includes companies in which one or more of the directors and/or controlling shareholders of the Company either have a beneficial controlling interest or are in a position

Provisions and Contingencies Provisions are recognized when the Company has a present legal or constructive obligation as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognized as an interest expense.

Contingent liabilities are not recognized in the financial statements but are disclosed in the notes to financial statements unless the possibility of an outflow of resources embodying economic benefits is remote. Contingent assets are not recognized in the financial statements but are disclosed in the notes to financial statements when an inflow of economic benefits is probable.

Events After the Balance Sheet Date Post year-end events that provide additional information about the Company’s position at the balance sheet date (adjusting events) are reflected in the financial statements when material. Post year-end events that are not adjusting events are disclosed in the notes when material.

3. Cash and Cash Equivalents

Cash and cash equivalents consist of:

2005 2004 Cash in bank and on hand P28,655,834 P147, 906,665 Short-term investments with maturities of less than three months 92,649,215 2,000,000 P121,305,049 P149,906,665

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4. Short-term Investments

Short-term investments consist of:

2005 2004 Short term investments in banks with maturities of more than three months but less than a year P98,753,371 P80,246,572 Held for trading securities in: Oriental Petroleum 1,457 1,457 Philodrill 1,157,394 1,157,394 Philippine Seven Corporation 33,732,239 33,732,239 SM Investment Corporation 5,000,000 - Manila Water Company 2,925,000 - Allowance for decline in market value (27,419,783) (25,445,802) P114,149,678 P89,691,860

5. Receivables

Receivables consist of:

2005 2004 Due from related parties (Note 11) P663,753,087 P786,239,051 Others 1,834,561 5,400,898 665,587,648 791,639,949 Less allowance for doubtful accounts 151,699 151,699 P665,435,949 P791,488,250

6. Investments and Advances

This account includes investments and advances for joint venture participation on certain Build-Operate-Transfer (BOT) projects and in shares of stock and warrants of other companies as follows:

2005 2004 Joint Venture Participation/Advances: North Triangle Depot Commercial Corp. (Note 6c) P304,252,558 P44,326,530 MRT Development Corporation (Note 6b) 235,097,800 520,767,142 Bulacan Bulk Water Supply Project 22,078,134 22,078,134 Bohol-Cebu Water Supply Project (Note 6e) 11,523,162 11,523,162 Other Projects 54,500 54,500 573,006,154 598,749,468 Shares of Stock of: Investment in Atlas Mining 411,851,000 - Pacific Rim Export and Holdings Corp. 5,250,000 5,250,000 Batangas Assets Corporation 2,200,000 2,200,000 Filipinas Energy Corporation 612,500 612,500 419,913,500 8,062,500 P992,919,654 P606,811,968

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Details of the joint venture projects are as follows: a. Metro Rail Transit Holdings, Inc./Metro Rail Transit Corporation

The Company continues to hold a participation in the EDSA Metro Rail Transit (MRT III) through an 18.6% interest in the MRT Holdings, Inc. which owns 84.9% of MRT Holdings II, Inc., the successor in interest of the Hong Kong-registered Metro Rail Transit Corporation Limited (MRTCL), which obtained a concession from the Philippine government to design, construct, finance, and maintain the MRT III light rail transit system. b. Metro Rail Transit Development Corporation

The Company has a 15.79% interest in EDSA-MRT Development Corporation (formerly EDSA-LRT Development Corporation) which has the right to develop a 16-hectare property in North Metro Manila. c. North Triangle Depot Commercial Corporation

The Company owns a 15.79% stake in the North Triangle Depot Commercial Corporation (NTDCC) which acquired the development rights over the MRT 3 depot from MRT Development Corporation in exchange for shares of stock. NTDCC commenced construction of the commercial center over the North Triangle depot on June 9, 2005 and expects the commercial center to be fully operational by mid-2007. d. MRT Securitization

On January 18, 2001, the Company entered into a Sale Agreement whereby the Company’s interest in the future share distributions from the MRT 3 Project were sold to TBS Kappitel Corporation Pte., Ltd. (TBS) in exchange for bonds. The assignment represented a step towards the securitization of the Company’s interest in the future share distribution out of the MRT Project. The securitization process resulted in the receipt of asset-backed bonds and/or the proceeds from the sale thereof.

On August 7, 2002, the Company and certain members of the MRT 3 Project consortium, entered into various agreements with, among others, TBS and MRT III Funding Corp. Ltd. (MRT III). These agreements completed the securitization of the participating companies’ share in the equity rental payments of the Department of Transportation and Communications (DOTC) to MRTC under the Build-Lease- Transfer Agreement covering the MRT 3 Project. Asset backed bonds (the “MRT Bonds”) issued by MRT III represented the securitized portion accounting for approximately 77.7% of future share distributions from the MRT 3 Project.

In February 2003, August 2003 and February 2004, the Company was credited with the 9.5% coupon rate due from its Series 1 MRT Bonds. Proceeds from these coupon earnings were applied against the Company’s outstanding loan with the Land Bank of the Philippines, (LBP) which loan, among others, was used to fund the Company’s investment in the MRT 3 Project.

In October 2003, the Sellers formally mandated Penta Capital Investment Corporation (PCIC) to act as Lead Underwriter and Offer Manager for the secondary offering of the MRT Bonds. The US Dollar-denominated MRT Bonds were assigned a credit rating of “Aa” by the Philippine Ratings Service Corp. (Philratings).

- 11 -

The Company sold US$3 million, US$4 million and US$5.253 million face value worth of Series 1 MRT Bonds in November 2003, February 2004 and May 2004, respectively, and US$4.091 million face value worth of Series 2A MRT Bonds in October 2004, all to qualified institutional buyers (QIBs). Proceeds from these bond sales were used to fully settle and discharge the Company’s outstanding loans with LBP and PCIC. e. Bohol-Cebu Water Supply Project / Bulacan Central Bulk Water Supply Project

The Company is negotiating with various groups who have expressed interest in pursuing the Bohol-Cebu Water Supply Project and Bulacan Central Bulk Water Supply Project. Part of the arrangement will be the transfer of participating interests and/or transfer of all data and other properties relating to the Projects, including ownership rights over water well sites and test wells, as well as intellectual property rights over hydrological studies, financial modeling data, construction design and layout of bulk supply lines, storage and pumping stations.

Other investments are described below: a. Pacific Rim Export and Holdings Corporation (PRIMEX)

The Company owns 3.5% or 5,250,000 A&B shares at P1 par of PRIMEX, an export holding company. b. Batangas Assets Corporation

The Company has 2% interest in Batangas Assets Corporation, a holding company formed in December 1996 for the purpose of investing in the fast-growing and rapidly industrializing province of Batangas in the Calabarzon area. c. Filipinas Energy Corporation

The Company subscribed to 2,450,000 shares at P1.00 par value in Filipinas Energy Corporation (Fil-Energy) for 98% ownership and paid 25% correspondingly. The contract for the exchange of the Company’s oil exploration assets for shares of stock of Fil-Energy is still being worked out. d. Philippine Seven Corporation

In 1999, the Company held 5,151 warrants with attached perpetual income bonds, convertible into 1,287,750 shares, issued by Philippine Seven Corporation (PSC). On September 22, 2000, the Company exercised all of its stock warrants with PSC at P1.732 exercise price. On November 16, 2000, 947,470 shares were sold to the President Chain Store (Labuan) Holdings, Ltd. under a tender offer. The Company subsequently purchased a total of 3,993,101 shares of PSC from its affiliates at P8.30 per share. Such trading securities acquired were shown under Marketable Securities in the balance sheets.

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7. Property and Equipment

Property and equipment consist of:

Transportation Office Communication 2005 Equipment Equipment Equipment Total Gross carrying amount January 1, 2005 P2,318,500 P1,187,761 P79,156 P3,585,417 Additions - 339,137 - 339,137 Disposals (2,318,500) - - (2,318,500) December 31, 2005 - 1,526,898 79,156 1,606,054 Accumulated depreciation: January 1, 2005 2,318,500 996,110 79,156 3,393,766 Depreciation for the year - 121,730 - 121,730 Disposals (2,318,500) - - (2,318,500) December 31, 2005 - 1,117,840 79,156 1,196,996 Carrying amount: January 1, 2005 P - P191,651 P - P191,651 December 31, 2005 P - P409,058 P - P409,058

Transportation Communication 2004 Equipment Office Equipment Equipment Total Gross carrying amount January 1, 2004 P2,318,500 P1,003,561 P79,156 P3,401,217 Additions - 184,200 - 184,200 December 31, 2004 2,318,500 1,187,761 79,156 3,585,417 Accumulated depreciation: January 1, 2004 2,318,500 958,855 79,156 3,356,511 Depreciation for the year - 37,255 - 37,255 December 31, 2004 2,318,500 996,110 79,156 3,393,766 Carrying amount: January 1, 2004 P - P44,706 P - P44,706 December 31, 2004 P - P191,651 P - P191,651

8. Deferred Exploration and Other Charges

Deferred exploration and other charges represent the exploration costs and expenses associated with the following projects:

2005 2004 GSEC No. 75 (Central Luzon Basin) P56,308,990 P56,308,990 Service Contract (SC) No. 41(GSEC 74, SC 35) South Sulu Sea Basin 23,283,899 22,158,664 SWAN BLOCK SC No. 39/GSEC 34/39 (Busuanga/Calauit) 15,891,445 15,891,445 GSEC No. 86 (Northwest Malampaya) 5,296,238 5,296,238 GSEC No. 83 (North Calamian Project) 101,969 101,969 SC 6A (Salvacion) Octon Prospect 50,941,723 50,003,275 Saddle Rock Prospect 7,325,361 7,325,361 Esperanza Prospect 823,118 823,118 SC No. 13 (Offshore Palawan) 12,423,415 12,423,415 GSEC No. 98 (Mindoro Project) 11,764,751 11,764,751 SC No. 14 (Tara Production Area) 4,194,784 4,194,784 Forward

- 13 -

2005 2004 GSEC No. 87 (Sibutu Project) P2,015,343 P2,015,343 SC No. 31 (North Cagayan Valley) 1,023,984 1,023,984 SC No. 5 (Northwest Palawan - Signal Project) 983,558 983,558 Cuyo Shelf Geophysical Survey and Exploration 693,028 693,028 SC No. 64 (Southwest Palawan) 266,244 266,244 GSEC No. 73 (Cotabato Basin Project) 38,648 38,648 Marian Gold Project 1,611,285 1,611,285 194,987,783 192,924,100 Less allowance for unrecoverable costs 16,259,932 16,259,932 P178,727,851 P176,664,168

This account includes charges incurred pertaining to certain geophysical survey, exploration and service contracts, some of which have expired. Consistent with the industry practice, management expects that the Company, being one of the former partners, would be among those given the option to participate whenever the terms of the above contracts are extended or new contracts over the areas covered are awarded.

The recovery of these charges is dependent upon the success of obtaining farm-in arrangements with other companies, discovery and development of petroleum resources by the Contractor, and approval by the Department of Energy to extend the terms of the contracts or to grant new geophysical survey or service contracts.

9. Loans Payable

Loans payable represents short-term loans from banks, with average interest rates of 13% to 15%, being repriced monthly based on prevailing market rates. Loans outstanding were fully paid in 2005.

10. Long-term Debt

This account represents long-term borrowings payable in quarterly installments through 2006, which bear interest rate of 1% in 2005 and interest rates ranging from 9% to 22% in 2004.

2005 2004 Foreign denominated loan P571,870,000 P - Peso denominated loans - 584,953,726 571,870,000 584,953,726 Less current portion 53,950,000 55,555,556 P517,920,000 P529,398,170

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The aggregate maturities of long-term loan for each year subsequent to December 31, 2005 are as follows:

Year Amount 2006 P53,950,000 2007 - 2008 and thereafter 517,920,000 P571,870,000

11. Related Party Transactions

The Company and its related parties grant or obtain interest bearing and non-interest bearing advances.

Due from related parties consist of receivables from the following:

2005 2004 United Paragon Mining Corporation P487,119,897 P349,232,278 Europhil Textile Corporation 143,563,212 43,000,767 Alakor Corporation 16,600,000 335,895,374 Atlas Consolidated Mining 11,837,500 - Philodrill 2,802,292 242,899 Vulcan Industrial Mining Corporation 1,830,186 1,830,059 Filipinas Energy - 45,444,883 Penta Capital Investment Corporation - 7,941,690 Others - 2,651,101 P663,753,087 P786,239,051

The Company plans to convert all of its receivables from United Paragon Mining Corporation’s (UPMC) into new UPMC equity. However, the SEC’s approval of the UPMC restructuring is still pending.

Due to related parties included in the Accounts Payable and Accrued Expenses account in the balance sheets are as follows:

2005 2004 National Book Store P - P71,137,566 Atlas Publishing Inc. - 10,000,000 P - P81,137,566

Directors of the Company and their immediate relatives control 34.9% of the voting shares of the Company.

In addition to their salaries, the Company also provides non-cash benefits to executive officers and employees, and has post-employment defined benefit plan on their behalf. In accordance with the terms of the plan, executive officers and employees retire at age 60 and will be entitled to receive a percentage of plan salary for every year of credited service equivalent to 100 percent of their salary for the first 10 years and 200 percent for the succeeding years thereafter.

- 15 -

The key management personnel compensations include short term employee benefits amounting to P458,372 and P571,706 in 2005 and 2004, respectively.

Total remuneration is included in “General and administrative expenses” (note 13):

2005 2004 Executive officers P2,441,850 P2,340,000 Directors 715,000 500,500 P3,156,850 P2,840,500

12. Interest Income

This account consists of interest earned from bank placements, receivables and advances to affiliates, with interest rates ranging from 5% to 22%.

13. General and Administrative Expenses

General and administrative expenses consist of:

2005 2004 Rent P5,926,427 P4,181,143 Salaries, wages and employee benefits 5,555,292 7,622,638 Pension expense (Note 14) 4,236,883 3,806,633 Representation and entertainment 3,094,199 3,139,273 Communication, light and water 1,105,105 1,099,492 Outside services 1,019,149 351,251 Office supplies 411,760 145,118 Repairs and maintenance 209,036 287,727 Depreciation (Note 7) 121,730 37,255 Taxes and licenses 34,408 34,208 Transportation and travel 24,355 305,589 Miscellaneous 2,273,477 1,317,760 P24,011,821 P22,328,087

14. Retirement Benefit Costs

The Company has a non-contributory retirement plan covering all regular employees. Retirement costs (income) charged to the Company’s operations shown under “Pension expense” amounted to P4,236,883 and P3,806,633 in 2005 and 2004, respectively.

The amounts recognized by the Company’s in the statements of income are as follows:

2005 2004 Current service cost P1,101,764 P1,150,970 Interest cost 3,189,781 2,655,663 Net periodic pension expense 4,291,545 3,806,633 Actuarial gain (54,662) - Total pension expense (income) P4,236,883 P3,806,633

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Since the company is still in the process of finalizing its retirement plan, Present Value of Obligation (PVO) as of January 1, 2004 amounting to P22,130,522 is also the transitional liability and is presented as an adjustment to the balance of Deficit as of January 1, 2004.

Change in PVO is as follows:

2005 2004 PVO, beginning of year P22,784,148 P22,130,522 Current service cost 1,101,764 1,150,970 Interest cost 3,189,781 2,655,663 Unrecognized gain (1,025,036) (3,153,007) PVO, end of year P26,050,657 P22,784,148

Movements in net liability recognized in the balance sheet are as follows:

2005 2004 Liability at beginning of year P25,937,155 P22,130,522 Total expense 4,236,883 3,806,633 P30,174,038 25,937,155

Principal actuarial assumptions at the balance sheet date (expressed as weighted averages):

Annual rates 2005 2004 Discount rate 11% 14% Expected rate of return on plan assets 8% 8% Salary increases 8% 8%

15. Income Taxes

The Company’s net deferred tax pertains to unrealized foreign exchange gain of P1,608,488 in 2005 and unrealized loss of P4,452,286 in 2004.

The Company’s provision for current income tax in 2005 and 2004 represents the 2% MCIT.

The reconciliation of statutory income tax rate to effective income tax rate follows:

2005 2004 Statutory income tax rate 32.50% 32.00% Addition to (reduction in) income tax rate resulting from: Interest income subjected to final tax and others 28.36% 28.92% Effective income tax rates 4.14% 3.08%

NOLCO can be claimed as deduction from taxable income for three years. As of December 31, 2005, the Company has NOLCO of P130,768,760 which is available up to 2006. Deferred tax assets have not been recognized on NOLCO because management believes that it is not probable that the carry forward benefits will be realized prior to expiration.

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Due to the enactment of the new tax law, the net deferred income tax assets as of December 31, 2005 were measured at 35% and 30%, the tax rates that are expected to apply to the period when the assets are realized or the liabilities are settled [see Note 18a].

16. Earnings Per Share

2005 2004 Net income P308,126,038 P204,321,895 Divided by average outstanding shares 1,046,430,374 1,046,430,374 P0.29 P0.20

17. Financial Instruments

Financial Risk Management Objectives and Policies The Company’s financial instruments consist of cash and cash equivalents, trade receivables/payables and bank loans. The main risks arising from the use of these financial instruments are interest rate risk, credit risk and liquidity risk.

Interest Rate Risk The Company’s exposure to the risk for changes in market interest rate relates primarily to its long-term debt obligations with variable interest rates. Most of the Company’s existing debt obligations are based on fixed interest rates with relatively small component of the debts that are subject to interest rate fluctuation.

Credit Risk Credit risk represents the loss that the Company would incur if counterparty failed to perform under its contractual obligations. The Company has established controls and procedures in its credit policy to determine and monitor the credit worthiness of customers and counterparties.

Liquidity Risk The Company manages liquidity risk by maintaining a balance between continuity of funding and flexibility. Treasury controls and procedures are in place to ensure that sufficient cash is maintained to cover daily operational and working capital requirements. Management closely monitors the Company’s future and contingent obligations and sets up required cash reserves as necessary in accordance with internal policies.

18. Other Matters

a. Republic Act No. 9337 (“RA 9337”)

As part of its revenue enhancement program, the Philippine government has enacted certain changes to its existing tax law. RA 9337 removes Value Added Tax (“VAT”) exemptions on the sale of electricity, oil products, coal and natural gas, among others, but allows the VAT to be passed on to the consumers. It also gives the President of the Philippines the power to raise the VAT rate to 12% from 10% starting January 1, 2006, after certain conditions have been satisfied.

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The Supreme Court of the Philippines has upheld the constitutionality of the new tax law, which became effective on November 1, 2005, after applicable publication requirements were met.

On January 31, 2006, in accordance with the provisions of RA 9337, the President of the Philippines raised the VAT rate from 10% to 12% starting February 1, 2006.

The new tax law increase corporate income tax rate over the next three years (2006 to 2008) from 32% to 35%. Starting in 2009, the corporate income tax rate will decrease to 30%.

In addition, the amount of interest expense disallowed as tax-deductible expense applied to the interest income subjected to final tax was changed from 38% to 42% starting November 1, 2005 and 33% starting January 1, 2009. b. Foreign Currency Exchange Fluctuations

The exchange rate of the Philippine peso vis-à-vis the US dollar decreased from P56.267 as of December 31, 2004 to P53.10 as of December 31, 2005. The fluctuation in the foreign currency exchange rates has decreased the outstanding balances of the foreign currency denominated monetary assets and liabilities in terms of the Philippine peso.

The Company’s foreign currency denominated monetary assets and liabilities (translated in US dollar) are as follows:

2005 2004 Assets $816,384 $3,174,387 Liabilities 24,124,213 11,187,881 Net foreign currency liabilities ($23,307,829) ($8,013,494) Peso equivalent (P1,237,645,720) (P450,895,267) c. Revitalization of the Minerals Industry Program

Previously, on January 27, 2004 decision, the Supreme Court (SC) ruled that the Financial and Technical Assistance Agreement (FTAA) provision of the Philippine Mining Act of 1995 is unconstitutional. However on September 13, 2004, President Gloria Arroyo issued Memorandum Circular No. 67 "Directing the Operationalization of the Mineral Action Plan for Mineral Resources Development," and Executive Order 270, "National Policy Agenda on Revitalizing Mining in the Philippines." These presidential memoranda basically lay out the major policy guidelines to revitalize the mining industry by giving more economic and political privileges to mining companies.

The Mineral Action Plan (MAP) effectively amended the Implementing Rules and Regulations of the Mining Act to simplify and fast-track the procedures of processing mining applications and issuance of permits to mining companies. It also aims to harmonize conflicting laws towards the Mining Act and downgrade the authority of local government units.

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On December 1, 2004, the SC upheld the constitutionality of the Mining Act of 1995. Large investments are expected to pour in because of this SC decision. d. Reclassification

Where necessary, comparative figures have been reclassified to conform with changes in presentation in the current year.

- 20 - ANGLO PHILIPPINE HOLDINGS CORPORATION SCHEDULE A - MARKETABLE SECURITIES December 31, 2005

Name of Issuing Entity Beginning Ending Balance Additions Disposals Balance

Domestic Corporation

Oriental Petroleum 1,457 - - 1,457

The Philodrill Corporation 1,157,394 - - 1,157,394

Philippine Seven Corporation 33,732,239 - - 33,732,239

SM Investment Corporation - 5,000,000 - 5,000,000

Manila Water Company - 2,925,000 - 2,925,000 34,891,090 7,925,000 - 42,816,090

Less: Allowance for Decline in Value 25,445,802 1,973,981 - 27,419,783 9,445,288 5,951,019 - 15,396,307

- 21 - ANGLO PHILIPPINE HOLDINGS CORPORATION SCHEDULE C - INVESTMENT IN SHARES OF STOCKS December 31, 2005

Beginning Balance Addition Deductions Ending Balance Number of Amount Number of Amount Distribution Number Amount Name of Issuing Entity Shares/ in Shares/ in of of Shares/ in Dividends and Description of Investment Bond Units Pesos Bond Units Pesos Earnings Others Bond Units Pesos Received

Domestic Corporation

Atlas Consolidated Mining and Dev't Corp. - - 60,000,000 411,851,000 - - 60,000,000 411,851,000 -

Pacific Rim Export and Holdings Corp. 5,250,000 5,250,000 - - - - 5,250,000 5,250,000 -

Batangas Assets Corporation 1,250,000 2,200,000 - - - - 1,250,000 2,200,000

Filipinas Energy Corporation 2,450,000 612,500 - - - - 2,450,000 612,500 8,062,500 60,000,000 411,851,000 - - 68,950,000.00 419,913,500 -

- 22 - ANGLO PHILIPPINE HOLDINGS CORPORATION SCHEDULE M - CAPITAL STOCK December 31, 2005

Number of Number of Shares Shares Held by TITLE OF ISSUE Authorized Issued and Reserved for Directors Outstanding Subscribed Options, etc. Affiliates and Employees Others

Common Shares at P1 par value 2,000,000,000 1,046,430,374 25,569,626 - - 44,929,752 1,027,070,248

2,000,000,000 1,046,430,374 25,569,626 - 44,929,752 1,027,070,248

- 23 -

UNAUDITED FINANCIAL STATEMENT FOR THE INTERIM PERIOD 31 MARCH 2006

29 Anglo Philippine Holdings Corporation

SECURITIES AND EXCHANGE COMMISSION SEC FORM 17-Q

QUARTERLY REPORT PURSUANT TO SECTION 17 OF THE SECURITIES REGULATION CODE

1. For the Quarterly Period ended: March 31, 2006

2. SEC Identification Number: 14102

3. BIR Tax Identification Number: 041-000-175-630

4. Exact name of registrant as specified in its charter: Anglo Philippine Holdings Corp.

5. Province, Country or other jurisdiction of incorporation or organization: Philippines

6. Industry Classification Code : (SEC Use Only)

7. Address of principal office: 6th Floor Quad Alpha Centrum, 125 Pioneer Street, Mandaluyong City 1550

8. Registrant’s telephone number, including area code: (632) 631- 5139; (632) 635-6130

9. Former name, former address, and former fiscal year if changed since last report: N. A.

10. Securities registered pursuant to Section 4 and 8 of the RSA:

Number of shares of common stock Title of Each Class outstanding and amount of debt outstanding Common stock (P1.00 par value) 1,072,000,000 shares Loans Payable and Long Term Debt Php558,370,000.00

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

12. Check whether the registrant:

a) has filed all reports required to be filed by Section 17 of the Securities Regulation Code (SRC) and Section 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 requirement held for the past 90 days. Yes [ X ] No [ ]

13. Documents incorporated by reference:

a) The Company’s 2005 Audited Financial Statements.

SEC Form 17-Q 1 Report for the Quarter Ended March 31, 2006 Anglo Philippine Holdings Corporation

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements Required Under SRC Rule 68

1. The unaudited Financial Statements of the Company for the 1st quarter ended 31 March 2006 are included in this report. The schedules listed in the accompanying Index to Supplementary Schedules are filed as part of this SEC Form 17-Q.

2. Interim Statements of Operations for the current interim period (01 January to 31 March 2006), with comparative Statement of Operations for the comparable period (01 January to 31 March 2005) are attached to this report.

3. A statement showing changes in equity cumulatively for the current financial year to date (01 January to 31 March 2006), with a comparative statement for the comparable year-to-date period of the immediately preceding financial year (01 January to 31 March 2005) are attached to this report.

4. The basic and diluted earnings per share are presented on the face of the attached Statement of Operations (01 January to 31 March 2006), as well as the basis of computation thereof.

5. The Company’s interim financial report for the 1st quarter 2006 is in compliance with Generally Accepted Accounting Principles (“GAAP”). Included in this report is a summary of the Company’s significant accounting policies.

6. The Company follows the same accounting policies and methods of computation in its interim financial statements (01 January to 31 March 2006) as compared with the most recent annual financial statements (2005), and NO policies or methods have been changed.

7. Owing to the nature of the business of the Company as an investments holding firm, there were NO seasonal or cyclical aspects that had a material effect on the financial condition or results of interim operations of the Company.

8. There were NO unusual items during the interim period (01 January to 31 March 31, 2006), the nature, amount, size or incidents of which have affected the assets, liabilities, equity, net income or cash flows of the Company.

9. There were NO changes in the estimates of amounts reported in prior financial years (2005 and 2004) that had a material effect in the current interim period (01 January to 31 March 2006).

10. There were NO issuances, repurchases and repayments of debt and equity securities during the current interim period (01 January to 31 March 2006).

SEC Form 17-Q 2 Report for the Quarter Ended March 31, 2006 Anglo Philippine Holdings Corporation

11. There were NO dividends paid on any Company share during the current interim period (01 January to 31 March 2006).

12. The Company does not generate revenues from any particular segment and its business (investment holding) is not delineated into any segment, whether by business or geography. The Company is not required to disclose segment information in its financial statements.

13. Up to the time of the filing of this Quarterly Report, there were NO material events subsequent to the end of the interim period (01 January to 31 March 2006) that have not been reflected in the financial statements for said interim period.

14. There were NO changes in the composition of the Company during the interim period (01 January to 31 March 2006), and there were no business combinations, acquisition or disposal of subsidiaries and long-term investments, restructurings and discontinuance of operations during said interim period EXCEPT the sale of the Company's 3.5% equity share in Pacific Rim Export & Holdings Corp.; and,

15. The Company has NO contingent liabilities or contingent assets as of its last annual balance sheet date (31 December 2005) and as of the end of the current interim period (31 March 2006).

16. There are NO material contingencies and any other events or transactions that are material to an understanding of the current interim period (01 January to 31 March 2006).

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation

Financial Performance – 1st Quarter, 2006

Comparative financial highlights for the 1st quarters of fiscal years 2006 and 2005 are presented below:

31 March 2006 31 March 2005 Revenues 86,483,798 237,669,617 Net Income/Loss 78,599,187 218,727,452 Total Assets 2,075,216,885 2,556,961,958 Total Liabilities 1,250,243,956 1,874,049,645 Net Worth 824,972,928 682,912,313 Issued and Outstanding Capital 1,072,000,000 1,072,000,000

The Company posted lower Revenues of P86.48 million as of the end of the 1st quarter 2006 compared to P237.67 million for the same period in 2005, resulting in a lower Net Income of P78.6 million as against P218.73 million for the comparable 3-month periods in 2006 and 2005, respectively.

SEC Form 17-Q 3 Report for the Quarter Ended March 31, 2006 Anglo Philippine Holdings Corporation

Total Assets decreased to P2.08 billion as of 31 March 2006 compared to P2.56 billion for the same period last year due to the settlement of a portion of the Company's receivables from affiliates.

Total Liabilities likewise declined to P1.25 billion as of 31 March 2006 from P1.87 billion as of 31 March 2005, as the Company paid off a portion of its long-term debt.

The changes in the financial condition of the Company as of the 1st quarter, 2006 compared to the audited figures as of 31 December 2005 are shown below:

31 March 2006 31 December 2005 Revenues 86,483,798 363,292,196 Net Income 78,599,187 308,126,038 Total Assets 2,075,216,885 2,077,583,141 Total Liabilities 1,250,243,956 1,331,209,399 Net Worth 824,972,928 746,373,742 Issued and Outstanding Capital 1,072,000,000 1,072,000,000

The top five (5) key performance indicators of the Company and its majority-owned subsidiary are as follows:

31 March 2006 31 December 2005

Current Ratio 1.24 : 1 1.12 : 1 Current Assets 903,912,905 901,074,291 Current Liabilities 726,263,182 807,228,625

Debt to Equity Ratio 1.51: 1 1.78: 1 Total Liabilities 1,250,243,956 1,331,209,399 Stockholders Equity 824,972,928 746,373,742

Equity to Debt Ratio 0.66 : 1 0.56 : 1 Stockholders Equity 824,972,928 746,373,742 Total Liabilities 1,250,243,956 1,331,209,399

Book Value per share 0.77 0.70 Stockholders Equity 824,972,928 746,373,742 Total # of shares 1,072,000,000 1,072,000,000

Earnings (Loss) per share 0.07 0.29 Net Income (Loss) 78,599,187 308,126,038 Total # of shares 1,072,000,000 1,072,000,000

Current Ratio increased due to a corresponding decrease in Current Liabilities from P807 Million on 31 December 2005 to P726 Million on 31 March 2006.

SEC Form 17-Q 4 Report for the Quarter Ended March 31, 2006 Anglo Philippine Holdings Corporation

Debt to Equity ratio decreased while Equity to Debt ratio increased due to the significant net income generated by the Company during the 1st Quarter 2006 which correspondingly improved Stockholders Equity.

Book value per share increased to 0.77 from 0.70 on account of the positive income posted by the Company in the 1st Quarter, 2006.

Earnings per share of 0.07, for the first 3 months of 2006, is directly attributable to the net income generated by the Company during the immediately preceding quarter.

Results of Operation – 1st Quarter, 2006

The Company maintains a 15.79% stake in the North Triangle Depot Commercial Corp. (NTDCC), which owns the development rights on the airspace above the North Triangle depot. As of 31 March 2006, NTDCC has completed 30% of the construction of the commercial center. The project and operations manager, Ayala Land, Inc., expects the commercial center to be in operation by mid-2007.

The Company continues to maintain its core infrastructure investment in the Metro Rail Transit (MRT) III Project (the “MRT 3 Project”) through its 18.6% equity interest in MRT Holdings, Inc. (MRTHI). As of 31 March 2006, average ridership remained at about 430,000 passengers per day.

Other Investments

Pending the transfer of its petroleum and mineral assets, the Company continues to participate in the following Oil Exploration and Mineral Contracts:

Service Contract No. 6A Octon, NW Palawan 11.110 % Service Contract No. 14D Tara, NW Palawan 2.500 % Service Contract No. 41 Sulu Sea 1.147 % Service Contract No. 53 Onshore Mindoro 5.700 % GSEC Application (SWAN Block) NW Palawan 33.578 % GSEC Application (ex GSEC 91) Southwest Palawan 0.900 % Marian Gold Project Cordon, Isabela 10.00000%

SEC Form 17-Q 5 Report for the Quarter Ended March 31, 2006 Anglo Philippine Holdings Corporation

SC 41 (Sulu Sea) – The consortium has decided to proceed to the extended exploration term of the service contract. Basic Consolidated has been elected operator of the block.

SC 53 (Onshore Mindoro) (formerly, Geophysical Survey & Exploration Contract (GSEC) 98) - The Company has acquired a 5.7% participating interest in the new SC 53 awarded to LAXMI Organic Industries of Thailand.

Geophysical Survey & Exploration Contract (GSEC) No. 75 (Central Luzon),GSEC Application (SWAN Block), GSEC Application (Southwest Palawan) and Marian Gold Project – The Company is in discussion with investors for the transfer of its various interests in these projects in exchange for cash or other securities. Subject to obtaining the necessary government approvals, the Company anticipates to be able to transfer these assets within 2006.

In late 2005, the Company complemented its natural resources-based investments with the acquisition of a 70 million shares of Atlas Consolidated Mining & Development Corp. (hereafter, "Atlas") as and by way of settlement of certain receivables from an affiliate. Atlas has been undergoing a major business consolidation and re-alignment of its various interests notably in mining, water supply infrastructure and property development. Atlas expects these business centers to be its main revenue drivers for the next 5 years.

Likewise, as part of the capital restructuring program of United Paragon Mining Corp. (UPMC), the Company and other creditors of UPMC have agreed to convert their receivables from UPMC into new UPMC equity. UPMC's capital restructuring program has been submitted to the SEC for approval.

The Company continues to negotiate with various groups, including Atlas subsidiary Aquatlas Inc., who have expressed interest in pursuing the Bulacan Central Bulk Water Supply Project and the Bohol-Cebu Water Supply Project for the transfer of participating interests and/or transfer of all data and other properties relating to the Projects.

Beginning 2006, the Company’s wholly-owned subsidiary, Filipinas Energy Corporation (“FEC”) has began setting up its business and organization.

NO bankruptcy, receivership or similar proceeding has been filed by or against the Company and/or its subsidiary during the last three (3) years.

SEC Form 17-Q 6 Report for the Quarter Ended March 31, 2006 Anglo Philippine Holdings Corporation

NO material reclassification, merger, consolidation, or purchase/sale of a significant amount of assets, not in the ordinary course of business, has been undertaken by the Company and/or its subsidiary during the last three (3) years.

Discussion and Analysis of Material Events and Uncertainties

Except as discussed below, Management is not aware of any material event or uncertainty that has affected the current interim period and/or would have a material impact on future operations of the Company.

The Company will continue to be affected by the Philippine business environment as may be influenced by any local/regional financial and political crises.

1. There are NO known trends, demands, commitments, events or uncertainties that have or are reasonably likely to have a material impact on the Company’s liquidity.

2. The Company has NO material commitments for capital expenditures, but is expected to contribute its equity share in the capital expenditures of its investee companies, notably NTDCC and MRTHI. However, the bulk of the funding for such expenditures are sourced from project financing.

3. There are NO known trends, events or uncertainties that have had or are reasonably expected to have a material impact on the revenues or income of the Company from continuing operations.

4. There are NO significant elements of income or loss that did not arise from the Company’s continuing operations.

5. There have been NO material changes from period to period (31 December 2005 to 31 March 2006) in one or more line items of the Company’s financial statements, except as disclosed below:

(a) Cash and Cash Equivalents increased by P5 million, while Short-Term Investment decreased by P63 Million. The decrease in Short Term Investment was due to the termination of some of the Company's short- term placements for use in paying off its creditors.

(b) Accounts Receivable increased by P59 Million, due to accrued interests and additional advances made to affiliates.

(c) Long-term investment account decreased by P5.25 Million due to the sale of the Company's equity in Pacific Rim Export & Holdings Corp.

SEC Form 17-Q 7 Report for the Quarter Ended March 31, 2006 Anglo Philippine Holdings Corporation

(d) Current Portion of Long-Term Debt decreased by P13.5 Million, and Accounts Payable decreased by P68 Million. The decrease in Accounts Payable was due to the Company’s payment of a portion of its obligations to creditors.

6. There are NO events that will trigger direct or contingent financial obligation that is material to the Company, including any default or acceleration of an obligation.

7. There are NO material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company with unconsolidated entities or other persons created during the reporting period.

PART II – OTHER INFORMATION

There were items for disclosure that were made under SEC Form 17-C during the current interim period (01 January to 31 March 2006).

SEC Form 17-Q 8 Report for the Quarter Ended March 31, 2006 Anglo Philippine Holdings Corporation

ANGLO PHILIPPINE HOLDINGS CORPORATION BALANCE SHEET March December March 2006 2005 2005 Unaudited Audited Unaudited ASSETS CURRENT ASSETS: Cash & Temporary Investments 127,906,264.83 121,305,049.05 625,749,930.28 Short Term Investments 51,052,797.47 114,149,677.91 132,510,260.83 Accounts Receivable, net of allowance for doubtful account of P151,699 724,770,227.25 665,435,948.56 1,008,232,233.72 Prepaid Expenses and Other Current Assets 183,615.75 183,615.75 551,415.75 Total Current Assets 903,912,905.30 901,074,291.27 1,767,043,840.58

DEFERRED EXPENDITURES AND EXPLORATION CHARGES 178,808,429.64 178,727,851.27 178,329,859.35

DEFERRED TAX ASSETS 4,452,286.00 4,452,286.00 4,452,285.96

INVESTMENT AND ADVANCES 987,669,653.92 992,919,653.92 606,811,967.88

PROPERTY AND EQUIPMENT 373,610.26 409,058.45 324,004.50 TOTAL ASSETS 2,075,216,885.12 2,077,583,140.91 2,556,961,958.27

LIABILITIES AND STOCKHOLDERS EQUITY LIABILITIES: Current Portion of Long Term Debt 40,450,000.00 53,950,000.00 0.00 Accounts Payable & Accrued Expenses 685,813,182.43 753,278,625.51 654,779,644.81 Total Current Liabilities 726,263,182.43 807,228,625.51 654,779,644.81 Long Term Debt - net of current Portion 517,920,000.00 517,920,000.00 1,219,270,000.00

Deferred Income Tax Liability 6,060,774.04 6,060,774.04 0.00 Total Liabilities 1,250,243,956.47 1,331,209,399.55 1,874,049,644.81

STOCKHOLDERS' EQUITY Capital Stock Authorized - 2,000,000,000 shares at P1.00 par value per share (P2,000,000,000.00) Issued and Outstanding 1,046,430,374 shares 1,046,430,374.00 1,046,430,374.00 1,046,430,374.00

Subscribed - net of subscription receivable of P9,687,574 15,882,051.99 15,882,051.99 15,882,051.99

Additional paid in capital 4,658,459.60 4,658,459.60 4,658,459.60 1,066,970,885.59 1,066,970,885.59 1,066,970,885.59

Retained Earnings (Deficit) (241,997,956.94) (320,597,144.23) (384,058,572.13) Total Stockholders' Equity 824,972,928.65 746,373,741.36 682,912,313.46 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY 2,075,216,885.12 2,077,583,140.91 2,556,961,958.27

SEC Form 17-Q 9 Report for the Quarter Ended March 31, 2006 Anglo Philippine Holdings Corporation

ANGLO PHILIPPINE HOLDINGS CORPORATION STATEMENT OF OPERATIONS

Jan. - March 2006 Jan. - March 2005

REVENUES Interest Income 40,171,798.30 170,957,467.44 Other Income 46,311,532.15 66,712,149.25 86,483,330.45 237,669,616.69 COST AND EXPENSES

Interest expenses and Other Bank charges 3,132,956.19 14,426,219.76 General and Administrative Expenses 4,751,186.97 4,515,945.03 7,884,143.16 18,942,164.79

INCOME BEFORE INCOME TAX 78,599,187.29 218,727,451.90 NET OPERATING LOSS CARRY OVER (78,599,187.29) (218,727,451.90) NET INCOME SUBJECT TO INCOME TAX - -

NUMBER OF SHARES 1,072,000,000.00 1,072,000,000.00 INCOME PER SHARE* 0.07 0.20

* Net Income per share computation (Net Income /1,072,000,000 shares)

SEC Form 17-Q 10 Report for the Quarter Ended March 31, 2006 Anglo Philippine Holdings Corporation

ANGLO PHILIPPINE HOLDINGS CORPORATION STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

March-06 March-05 CAPITAL STOCK - P1 par value Authorized - 2,000,000,000 shares Balance at beginning of year 1,046,430,374.00 1,046,430,374.00 Issuance during the first quarter - - Balance at end of first quarter 1,046,430,374.00 1,046,430,374.00

Subscribed 25,569,626.00 25,569,626.00 Subscription receivable (9,687,574.01) (9,687,574.01) 15,882,051.99 15,882,051.99 ADDITIONAL PAID-IN CAPITAL 4,658,459.60 4,658,459.60 PAID-UP CAPITAL 1,066,970,885.59 1,066,970,885.59 DEFICIT Balance at beginning of year (320,597,144.23) (602,786,024.03) Net Income during the first quarter 78,599,187.29 218,727,451.90 Balance at end of first quarter (241,997,956.94) (384,058,572.13) 824,972,928.65 682,912,313.46

SEC Form 17-Q 11 Report for the Quarter Ended March 31, 2006 Anglo Philippine Holdings Corporation

ANGLO PHILIPPINE HOLDINGS CORPORATION STATEMENTS OF CASH FLOWS

F O R T H E P E R I O D

Jan 1 - March 31 Jan 1 - March 31 2006 2005 CASH FLOWS FROM OPERATING ACTIVITIES Net loss/incidental income (loss) 78,599,187.29 218,727,451.90 Adjustment to reconcile net loss to net cash used in operating activities: - - Depreciation and amortization 35,448.19 19,765.00 Decrease (increase) in: Short Term Investment 63,096,880.44 (34,893,401.71) Marketable Securities - (7,925,000.00) Receivables (59,334,278.69) (216,743,983.69) Prepayments and other current assets - (158,000.00) Increase (decrease) in: Accounts payable and accrued expenses (67,465,443.08) (68,682,029.95) Net cash used in operating activities 14,931,794.15 (109,655,198.45) CASH FLOWS FROM INVESTING ACTIVITIES Increase in deferred exploration and other charges (80,578.37) (1,665,691.86) Additional investments in shares of stocks and advances to joint venture projects 5,250,000.00 - Acquisitions of property and equipment - (152,118.40) Net cash used in investing activities 5,169,421.63 (1,817,810.26) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from borrowings - 1,219,270,000.00 Payment of borrowings (13,500,000.00) (631,953,726.39) Collections on subscriptions - - Net cash provided by financing activities (13,500,000.00) 587,316,273.61 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 6,601,215.78 475,843,264.90 CASH AND CASH EQUIVALENTS, BEGINNING 121,305,049.05 149,906,665.38 CASH AND CASH EQUIVALENTS, END 127,906,264.83 625,749,930.28

SEC Form 17-Q 12 Report for the Quarter Ended March 31, 2006 Anglo Philippine Holdings Corporation

ANGLO PHILIPPINE HOLDINGS CORPORATION SCHEDULE OF ACCOUNTS PAYABLE & ACCRUED EXPENSES March 31, 2006

Particulars Amount

Accrued Interest Payable 3,132,956.19

Accrued Expenses Payable 30,334,038.00

Income Tax Payable 6,687,369.26

Accounts Payable - Various 645,508,152.52

Miscellaneous Payable 150,666.46 T OT A L 685,813,182.43

SEC Form 17-Q 13 Report for the Quarter Ended March 31, 2006 Anglo Philippine Holdings Corporation

ANGLO PHILIPPINE HOLDINGS CORPORATION SCHEDULE E - PROPERTY AND EQUIPMENT March 31, 2006 Other Charges Beginning Additions Ending Classification Balance Additions Retirements Deductions Balance

Office Equipment 576,317.10 - - 576,317.10 576,317.10 0.00 0.00 0.00 576,317.10

ANGLO PHILIPPINE HOLDINGS CORPORATION SCHEDULE F - ACCUMULATED DEPRECIATION March 31, 2006 Other Charges Beginning Additions/ Ending Classification Balance Additions Retirements (Deductions) Balance

Office Equipment 167,258.65 35,448.19 - 202,706.84 167,258.65 35,448.19 0.00 0.00 202,706.84

SEC Form 17-Q 14 Report for the Quarter Ended March 31, 2006