philippine stock exchange inc. 3 - onetdg.comsec17a) annual... · are any or all of these...

2nd

Floor, Mary Bachrach Building cor. 25th and AC Delgado Sts., Port Area, Manila

632.754-8688 (T) 632.754-8688 2.1(F)

02 May 2011

PHILIPPINE STOCK EXCHANGE INC. 3rd Floor, Philippine Stock Exchange Plaza Ayala Triangle, Ayala Avenue Makati City

Attention of Ms. Janet A. Encarnacion, Head Disclosure Department Dear Ms. Encarnacion, We submit herewith Easycall’s annual report for the year ended December 31, 2010. Hope you find everything in order. Very truly yours, RENATO VICENTE R. MARTINEZ General Manager

SEC Number 168736 File Number _______

EASYCALL COMMUNICATIONS PHILIPPINES, INC. (Company’s Full Name)

Mary Bachrach Building 25th St. corner A. C. Delgado St., Port Area Manila (Company’s Address)

(632) 754-8688 local 8351 (Telephone Number)

SEC Form 17-A

Form Type

December 31, 2010 (Year Ended Date)

__________________________________ (Secondary License Type and File Number)

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SECURITIES AND EXCHANGE COMMISSION

SEC FORM 17-A

ANNUAL REPORT PURSUANT TO SECTION 17 OF THE REVISED SECURITIES ACT AND SECTION 141

OF CORPORATION CODE OF THE PHILIPPINES 1. For the year ended December 31, 2010

2. SEC Identification Number: SEC Registration No. 168736 3. BIR Tax Identification Code: TIN No. 000-586-363 4. Exact name of Issuer as specified in its charter:

EASYCALL COMMUNICATIONS PHILIPPINES, INC. 5. Province, country or other jurisdiction of incorporation or organization: Philippines 6. Industry Classification code: (SEC use only)

7. Address of principal office: Postal Code: 2ndFloorMaryBachrachBuilding 25th St. corner A. C. Delgado St. Port Area, Manila City, Metro Manila 1080

8. Issuer’s telephone number, including area code: (632) 754-8688 local 8351

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

N/A

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

Common Shares/Warrants Exempt from registration under section 6(11) of the Revised Securities Act and confirmed by SEC on various dates with the first exemption issued on 15 January 1992.

11. Are any or all of these securities listed on the Philippine Stock Exchange. Yes [ x] No [ ]

Title of Each Class: Number of Shares of Common Stock issued and Subscribed:

Common Shares 150,000,000 Warrants Delisted on 07 December 2005

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12. Check whether the registrant:

(a) has filed all reports required to be filed by Section 11 of the Revised Securities Act (RSA) and RSA

Rule 11(a)-1 there under and Sections 26 and 141 of The Corporation Code of the Philippines during the preceding 12 months (or for such shorter period that the registrant was required to file such reports);

Yes [x ] No [ ]

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

Yes [x ] No [ ]

13. Aggregate market value of the voting stock held by non-affiliates of the registrant: P= 1,740.617 (1.011.987 shares @Php1.72 as of 22 December 2010)

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN INSOLVENCY/SUSPENSION OF PAYMENTS PROCEEDINGS

DURING THE PRECEDING FIVE YEARS.

14. Check whether the registrant has filed all documents and reports required to be filed by Section 11 of the RSA subsequent to the distribution of securities under a plan confirmed by a court or the SEC.

Yes [ ] No [ ]N/A

DOCUMENTS INCORPORATED BY REFERENCE 1. If any of the following documents are incorporated by reference, briefly describe them and

identify the part of SEC Form 17-A in to which the document is incorporated:

(a) Any annual report to security holders: None

(b) Any proxy or information statement file pursuant to SRC Rule 20 and 17.1 (b); N/A

(c) Any prospectus filed pursuant to SRC Rule 8.1-1. N/A

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EASYCALL COMMUNICATIONS PHILIPPINES, INC

TABLE OF CONTENTS SEC FORM 17-A

PART I BUSINESS AND GENERAL INFORMATION .................................................................................... 5

ITEM 1 - BUSINESS ................................................................................................................................... 5 ITEM 2 - PROPERTIES .............................................................................................................................. 15 ITEM 3 - LEGAL PROCEEDINGS .................................................................................................................. 15 ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS ................................................................ 15

PART II OPERATIONAL AND FINANCIAL INFORMATION ................................................................. 16-20

ITEM 5 - MARKET FOR REGISTRANT’S COMMON EQUITY AND STOCKHOLDER RELATED MATTERS ................................ 16 ITEM 6 - MANAGEMENT’SDISCUSSION AND ANALYSIS OR PLAN OF OPERATION ......................................................... 17 ITEM 7 - FINANCIAL STATEMENTS ......................................................................................................................... 20 ITEM 8 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES ...... 20

PART III CONTROL AND COMPENSATION INFORMATION ............................................................... 21-26

ITEM 9 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT ......................................................................... 21 ITEM 10 -EXECUTIVE COMPENSATION ................................................................................................................... 24 ITEM 11 -SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ............................................ 25 ITEM 12 -CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS ............................................................................ 26

PART IVCORPORATE GOVERNANCE ........................................................................................................... 27-29

ITEM 13 –DISCUSSION ON CORPORATE GOVERNANCE ............................................................................................ 27

PART V EXHIBITS AND SCHEDULES .................................................................................................... 30-35

ITEM 14 - (A) EXHIBITS ........................................................................................................................................ 30

(B) REPORTS ON SEC FORM 17-C (CURRENT REPORT)........................................................................ 30-35

SIGNATURES

STATEMENT OF MANAGEMENTS’ RESPONSIBILITY

ATTACHMENTS:

ANNEX A – INDEX TO CONSOLIDATED FINANCIAL STATEMENTS & SUPPLEMENTARY SCHEDULES

ANNEX B – CONSOLIDATED FINANCIAL STATEMENTS

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PART I

BUSINESS AND GENERAL INFORMATION

Item 1 Description of Business (1) Business Background Francisco N. Cervantes (FNC) through Republic Act No, 5954 was granted the right to construct, install, establish and operate radio stations for domestic and international communications in the Philippines. In August 1988, FNC, single proprietorship engaged the services of EasyCall International, Inc (ECII), under which, ECII provided FNC with consultancy services (i.e. technical, marketing and financial) for a paging operation. In September 1989, Francisco N. Cervantes, Inc. (FNCI) was registered as a telecommunications company with the Securities and Exchange Commission. FNCI then started the paging operations pioneering the use of alphanumeric messages through the pagers. Republic Act No. 7110 was enacted by the Philippine Congress in 1991. This authorized the transfer and assignment of the franchise together with all properties and rights acquired by FNC under R.A. 5954 to FNCI. This also provided for the extension of the term of the franchise to year 2024. In February 1992, SEC approved the amendments of the Articles of Incorporation reflecting the change in corporate name from FNCI to EasyCall Communications Philippines., Inc. (The Company or ECPI). In May 1992, the Company had a successful Initial Public Offering, involving 12 Million EasyCall shares offered to the public at P 18 per share. Together with the shares, the Company offered detachable warrants, the first to be offered in the Philippine capital markets, which were subsequently availed off by the warrant holders. In July 1999, the Company acquired the Call Center business of Siemens, which included a major fast food restaurant chain as its first order taking call center client as its initial venture into business outsourcing business to replace paging revenues, which were anticipated to decline in the coming years. It expanded its clientele base and as of to-date, the Company is operating four (4) food chains, one LPG manufacturer and one pharmaceutical company as its local call center clients. In 2000, the Company secured the message transcription business of a US-based paging company, under which the paged messages are transmitted to the Philippines, transcribed here and then retransmitted to the US to be sent to the subscribers’ pagers. However, this service was terminated in early 2002 because of the client’s dwindling subscriber base as a result of competition from cellular phone companies’ text messaging business. As part of its expansion plan to replace revenues from the paging business, the Company, in mid-2000, invested in internet with the network systems provided by CISCO and Foundry, server systems by Sun Microsystems and caching engine by Cache flow. By September 2000, the Company officially launched the internet business and started offering consumer and corporate internet products and services in the market. To support the internet business’ revenue generating capability and increase utilization of the Company’s data center facility, the Board of directors, in its meeting on May 31, 2002, has approved a P 5 million investment in iAspire.Net (Phil), Inc. representing about 25% equity participation. In July 2002, the Company invested P4.2 million in iAspire Phil., Inc., representing about 20% of I-Aspire’s capital. However, this investment failed to achieve its objective and the Company had to provide for possible losses in this investment as of June 30, 2003.

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In early 2001, the Company acquired the systems of TeamPOINT Information Systems and Genesys Computer Telephony Integration to enable it to go into the high-end eCRM market abroad. On July 6, 2001, The Board of Investment (BOI) approved the Company’s application under Executive Order No. 226 as a New IT Service Firm in the field of Electronic Customer Relationship Management (eCRM) on a pioneer status. Under the BOI rules and regulation, the Company is entitled to certain tax and non-tax incentives from the government. In October 2001, the Company started an outbound telemarketing campaign for the United Kingdom. However, in January 2002, the project was terminated for unpaid receivable. In early January 2002, the Company started an outbound telemarketing campaign for the United States. This was, however, terminated by mutual agreement in March 2002 as the Company was pursuing a long-term strategic alliance with an American call center Company to accelerate the Company’s penetration into the huge inbound and outbound contact center outsourcing market in the United States of America. On May 31, 2002, the Board of Directors, in line with the Company’s new direction, approved the 50/50 joint venture agreement between the Company and US-based Centralized Marketing Company (CMC). This is in line with the Company’s new direction to focus on the foreign call center market with initial thrust into the huge US call center market. In June 2002, the Company made an investment equivalent to US$500,000 into the new joint venture company, which was registered with the SEC under the name of ePerformax Contact Centers, Inc. (ePerformax). During the last half of 2002, there was a new capital call by ePerformax to support its funding requirements and the Company waived its right to subscribe to additional capital and this reduced the holding of the Company in ePerformax to 25%. ePerformax started its commercial operations in January 2003. ePerformax incurred losses during its first year of operations and started to realize profit in June 2004 and ended the year 2004 with a net income of P25.1 million. To date, ePerformax is operating with about 2,000 call center seats and is embarking on an expansion of its facilities to accommodate additional clients. On May 16, 2001, the Philippine Securities and Exchange Commission (SEC) approved the increase in the Company’s authorized capital stock by 100 million shares, thereby bringing the total authorized capital stock from 100 million to 200 million shares. The application for increase in authorized capital stock was in line with the Company’s plan to raise capital for the expansion in internet and call center business. The major shareholders subscribed to 25 million shares of the capital increase at a price of P2.84 per share. On September 1, 2003, these shares were approved for listing in the Philippine Stock Exchange (PSE). In October 2001, the Company and Global E-Business Solutions, Inc. (GEBSI) signed a memorandum of agreement for the subscription by GEBSI of 52 million shares at a price equivalent to P 1 par value. The 52 million shares subscription carries with it 40 million free subscription warrants which provide option to convert these warrants into additional 40 million shares at a strike price of P 1.15 per share within a period of three years from issuance of the warrants. On April 16, 2002, the SEC approved the increase in authorized capital stock from 200 million shares to 300 million shares at P 1 par value, subscription to which came from the private placement of GEBSI. In compliance with the requirements of the Philippine Stock Exchange, the Company successfully completed the stock rights offering involving 3,358,267 shares for the minority stockholders at the price of P1.00. The new issues are entitled to warrants equivalent to 0.76923 for every one common share. These shares together with the private placement of 52 million shares made by Global e-Business Solutions, Inc. were listed in the PSE on December 2, 2002. In July 2002, the new major shareholder, GEBSI provided an additional cash advance amounting to US$ 1 million to fund the expansion in its new venture and for working capital requirements of the Company. With the rapid decline in the subscriber base for the paging operations, the Company decided to completely shut down its paging operations starting December 1, 2002 when the subscriber base has reached a level that is not sufficient to cover direct cost. The Company, however, made arrangement for the smooth transfer of its loyal Metro Manila subscribers, to another paging company, Jaspage.

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In January 2003, the Company has re-aligned its operations and centralized all foreign contact center outsourcing business with its associate ePerformax while the Company started to focus on the local call center and its internet business operations. Also with its available space and existing infrastructure, the Company started to tap the market to avail of its facilities leasing management services. While there were various inquiries for this new service offering from foreign as well as local BPO providers, the location of Mandaluyong was not considered as an attractive place by these prospective clients. With this development, the Company, in November 2003, finally decided to terminate its lease contract for the Mandaluyong center and transferred its local call center operations to e-Performax’s operating center in Makati City and the administrative operations were transferred to Mary Bachrach Building, Port Area, Manila. The Company also established its main internet infrastructure and data center at ePerformax’s network operating center and a secondary internet and data center infrastructure was established in the Company’s main office in Manila. The transfer of the facilities to its new location in BPI building and in Manila was completed in March 2004. Earlier, the Company, on July 18, 2003, terminated its lease agreement for its data center in Las Pinas City. On August 19, 2003, the Board of Directors approved the spin off of its operating assets used in the internet and call center businesses into a wholly-owned subsidiary to streamline the operations of the Company. The objective of the spin off is for Easycall to focus on identifying new business opportunities for the Company and to work on addressing its financial requirements, while its subsidiaries will focus on generating higher revenues and increasing operating profitability. The new subsidiary, Easycall e-Services (e-Serve) was incorporated and duly registered with the Securities and Exchange Commission as of December 31, 2003. During the same meeting, the Board likewise approved the sale of various non-operation related real estates of the Company consisting of the Galleria condominium units, State Center Condominium unit in Binondo, Manila, and several lots located in Tagaytay City, General Trias, Cavite and Quezon City as well as its subscriber’s investment in PLDT to support ECPI’s funding requirements. On September 17, 2003, the Board approved the change in accounting period of the Company from fiscal year ending June 30 to calendar year ending December 31 effective with the period ending December 31, 2003 to align the accounting period of the Company and its subsidiary. This was approved to minimize audit expenses. This was ratified on November 12, 2004 by the stockholders. The internet business of Easycall was transferred and absorbed by its wholly-owned subsidiary, e-Serve starting July 1, 2004. By October 31, 2004, the Company has terminated its last client for the local call center operations. Earlier during the first half of 2004, the Company re-negotiated its contract with all its local call center clients to improve the profitability of this business segments. However, the Company and its clients could not agree on the price adjustment and both parties mutually agreed to terminate its relationship and the Company worked out a smooth transition with all its local call center clients. The decision to close the local call center operations was made because of the low contribution margin, which is not sufficient to cover fixed overhead cost. On March 2, 2004, the Securities and Exchange Commission approved the capital restructuring of the Company that was approved by the Board of Directors on September 30, 2003 and ratified by the stockholders on November 12, 2003. The Capital restructuring consisted of the following;

1. A stock split was implemented whereby the authorized capital stock of the Company was reduced by a ratio of 5:1 from 300 million shares to 60 million shares and the par value of the capital stock was increased from P1 to P5 per share. Consequently, the issued and outstanding capital stock of the Company of 159,519,311 shares with a par value of P1 per share was replaced with new shares totaling 31,903,862 shares with a par value of P5 per share. This

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resulted in a decrease in number of shares but the outstanding capital remained at P159,519,311.

2. After the stock split, the par value was reduced from P5 to P1 per share for both the authorized

capital of 60 million shares and the issued and outstanding capital of 31,903,862 shares. With this reduction in par value, a reduction surplus of P127,615,449, was recognized in the books of the corporation.

3. The reduction surplus of P127,615,449 was applied against the cumulative deficit of

P197,885,829 as of June 30, 2003, thus reducing the cumulative deficit to P100,506,359 as of December 31, 2003.

4. The 42,583,283 warrants issued to 55,358,267 common shares prior to the capital restructuring

mentioned above was maintained at this same level even after the 55,358,267 common shares were reduced to 11,071,653 common shares as a result of the capital restructuring.

5. After the capital restructuring, the authorized capital stock was increased from 60 million

common shares to 300 million common shares with a par value of P1 per share. One of the major shareholders, GEBSI subscribed to 60 million shares at par value of P1 and this subscription was paid through the conversion of its outstanding advances to the Company and the balance was paid for in cash.

The effects of the stock split and the offsetting of the reduction surplus against the cumulative deficit as mentioned above were reflected in the audited financial statements of the Company as of December 31, 2003. The additional 60 million shares issued to GEBSI from the capital increase mentioned above were approved for listing by the Philippine Stock Exchange on August 16, 2004. In the same Board meeting of September 30, 2003, GEBSI likewise committed to continue to support the financial requirements of the Company. On December 7, 2005 the warrants issued by virtue of the above re-structuring expired totaling 42,583,283 Warrants. These warrants were then delisted from the Official Registry of the Exchange on same date. The Board of Directors in its meeting on November 26, 2004 approved the following:

1. The integration, either through merger or acquisition, of Transnational e-Business Solutions Inc., (TESI), an information technology Company affiliated with its majority shareholder, GEBSI into ECPI.

2. The private placement by its majority shareholder, GEBSI, for 100 million shares at the par value

of P1.00 per share to be taken from the Company’s unsubscribed capital stock. The private placement shall be paid in the form of:

a) The conversion of outstanding advances and liabilities of Easycall to Global e-Business

Solutions, Inc. and its affiliates. Advances of GEBSI amounted to P20.07 million. b) The agreed valuation of TESI to be approved by the shareholders; and c) Balance shall be paid in cash.

On March 29, 2005, the Board of Directors appointed an independent director together with a senior officer of the Company to oversee the integration and valuation of TESI. To date, plans for merger

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remain under evaluation. It is expected that during the next stockholders’ meeting, a more definite direction on the proposed merger plan On November 2005, a Management Agreement with TESI was entered into wherein TESI shall be the outsource provider for the Company’s Internet Data Center management requirements for the Company for a period of five (5) years retroactive from 01 November 2005. On July 19, 2006, the Board of Directors approved the Amendment of Articles of Incorporation by decreasing the number of Directors of the Corporation from the current nine (9) to seven (7) as such number could easily handle the matters that are being referred to by the Management. The Amendment of the Articles of Incorporation was approved by the Securities and Exchange Commission on October 19, 2006. Amendment of the Manual of the Corporate Governance was also approved on the grounds for temporary disqualifications of a Director from “being absent on more than 50% of the meetings” to non-attendance of ALL meetings. On July 19, 2007, the Company has offered to sell 90% of its investment and shareholdings in ePerformax Contact Centers,, Corp. or equivalent to 2,250,000 shares of stock with Par value of P10.00, to Global e-Business Solutions, Inc., (GEBSI) for Philippine Currency : Seventy Million Pesos (Php70,000,000.00). The proceeds to be received by ECPI from the said sale shall be used exclusively to fund the cash requirements of the Company for the settlement, resolution and payment of the latter’s liabilities to third parties. In the settlement of the various liabilities of ECPI, GEBSI agreed to have the last priority of payments for all the receivables and advances the latter has provided to ECPI. Priority for payments shall be the third party creditors and valid and legal claims against the company. The Board of Directors approved to increase the company’s capitalization from Pesos Ninety One Million Nine Hundred Twenty Five Thousand Nine Hundred Seventy-Five (Php91,929,975.00) to Pesos One Hundred Three Million Four Hundred Twenty Nine Thousand Nine hundred Seventy Five (Php103,429,975.00) to be able to subscribe to the additional shareholdings in ePerformax Contact Centers Corp. (ePerformax). The increase in subscribed and paid-up capital in the Corporation shall be effected by way of stocks rights offer whereby each shareholder shall be given the right to acquire one (1) share of the Corporation for One Peso (P1.00) for every eight (8) shares currently held by the shareholder. Philippine Stock Exchange in it’s letter dated 31 October 2007, disapproved the application for Stock Rights Offering of the Company to list additional 11,500,000 common shares.

In 2008, the company applied for a Certificate of Public Convenience and Necessity (CPCN) for a Nationwide Wireless Data Network with the NTC. This was subsequently approved in August 2009subject to the condition, that the company increase its paid up capital by Ten Million Pesos (P10,000,000.00) “not through loan.” To fund the initial start up of the company’s venture into wireless broadband and more value added internet services, a series of fund raising activities were conducted by the Company . The first of which was an approved Stock Rights Offering of Eleven Million Five Hundred Thousand (11,500,000) rights offer shares at a ratio of 8:1 for the Par Value of P1.00.This offering was concluded in February 2009 wherein the Company successfully raised P11,500,000.00.

In December 2009, the Board approved an additional capital increase from the current

capitalization of P103,429,975 to P150,000,000.00. This will be raised through a private placement of GEBSI. The application and listing of this private placement is pending approval of the PSE.

On April 14, 2010, the Philippine Stock Exchange approved the company’s application to list additional 46,570,025 common shares, with a par value of P1.00 per share, to cover the private

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placement transaction with Global e-Business Solutions, Inc. (GEBSI), at a subscription price of P1.00 per share. The proceeds will be used for additional funding to support the plan of the Company’s for the roll-out of its Broadband Wireless operation. (2) Business of Issuer

Description of Registrant The Company is the first to introduce alphanumeric paging technology in the Philippines in 1989. It became the No. 1 Paging Company in the country since 1992. However, with the new SMS technology that emerged and grew in popularity in the year 2000, the paging business was adversely affected and had been on a continuous decline since then. Due to the negative cash flow from provincial operations, the Company gradually closed down the 14 provincial sites from Zamboanga to Baguio, leaving Cebu as the only one operating provincial site. It eventually closed down the operations of its 5 e-shops, mainly located in malls and finally closed down its last paging operations in Metro Manila and Cebu starting December 1, 2002. As early as 1999, the Company has started to look at areas for business expansion to replace paging revenues, which were anticipated to decline in the coming years as a result of new technology in short messaging services offered by the cellular companies. The Company identified call center operation and the internet business as a natural expansion path because of the experience and expertise it has gained in call center operations and in network management. It first ventured into the local call center outsourcing business by acquiring the call center operations of Siemens together with its existing single client. From this beginning, the Company has expanded its clientele to four (4) major fast food restaurant companies, one (1) major liquefied petroleum gas (LPG) manufacturer and one pharmaceutical company. In early 2000, ECPI likewise invested in the internet business and invested about P100 million in high-end and redundant internet infrastructure at a time when this was booming in the Philippines and in the world. However, there was a sudden abrupt downturn in the world market for this technology product and the Company’s plan was adversely affected by this event. In early 2001, the Company acquired the systems of TeamPOINT Information Systems and Genesys Computer Telephony Integration to enable it to go into the high-end eCRM market abroad. On July 6, 2001, The Board of Investment (BOI) approved the Company’s application under Executive Order No. 226 as a New IT Service Firm in the field of Electronic Customer Relationship Management (eCRM) on a pioneer status. Under the BOI rules and regulation, the Company is entitled to certain tax and non-tax incentives from the government. In October 2001, the Company started an outbound telemarketing campaign for the United Kingdom. However, in January 2002, the project was terminated for unpaid receivable. In early January 2002, the Company started an outbound telemarketing campaign for the United States. This was, however, terminated by mutual agreement in March 2002 as the Company was pursuing a long-term strategic alliance with an American call center Company to accelerate the Company’s penetration into the huge inbound and outbound contact center outsourcing market in the United States of America. On May 31, 2002, the Board of Directors, in line with the Company’s new direction, approved the 50/50 joint venture agreement between the Company and US-based Centralized Marketing Company (CMC). This is in line with the Company’s new direction to focus on the foreign call center market with initial thrust into the huge US call center market. In June 2002, the Company made an investment equivalent to US$500,000 into the new joint venture company, which was registered with the SEC under the name of ePerformax Contact Centers, Corp. (ePerformax). During the last half of 2002, there was a new capital call by ePerformax to support its funding requirements and the Company waived its right to subscribe to additional capital and this reduced the holding of the Company in ePerformax to 25%. EPerformax started its commercial operations in January 2003. ePerformax incurred losses during its first year of operations and started to realize profit in June 2004 and ended the year 2004 with a net income of P25.1 million. Todate, ePerformax is operating

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with about 1,000 call center seats and is embarking on an expansion of its facilities to accommodate additional clients. To maximize its facilities and infrastructure in Mandaluyong, the Company started to offer to prospective BPO customers the lease of its facilities in Mandaluyong but the location of the facility was not attractive to foreign clients. Thus, the Company decided to terminate its lease in Mandaluyong and decided to transfer its local call center operations and internet business to BPI center, the operating center of e-Performax, and the administrative offices in Manila, which was completed by mid March 2004. A major retrenchment program was likewise implemented resulting in the reduction in manpower from 145 to 27as of February 28, 2004. These are meant to reduce its overhead cost. The local call center operations was sub-contracted with ePerformax starting February 1, 2004 in order to utilize its expertise in contact center operations. The Company also organized a wholly owned subsidiary, Easycall e-Services, Inc. (e-Serve), which was duly registered with the Securities and Exchange Commission on December 11, 2003, which will absorb the business and assets of ECPI in the local call center and internet business. In the early part of 2004, the Company re-negotiated its contract with all its local call center clients to improve the profitability of this business segment. However, the Company and its clients could not agree on the price adjustment and both parties mutually agreed to terminate its relationship and the Company worked out a smooth transition for all its local call center clients. On October 31, 2004, the Company has terminated its last client for the local call center operations. The decision to close the local call center operations was made because of the low contribution margin, which is not sufficient to cover fixed overhead cost. On July 1, 2004, the internet business of the Company was transferred to e-Serve. In the internet market, the Company continues to face the challenges of competition both in the corporate market and in the consumer market. The Company will continue to sell its current internet products and services as it develops other value added services to make them more competitive and more profitable for the Company. We continue to look at such products as ASP (application service provider) and web enabled services as value added services. We established a tie-up with Level-Up and launched the Easycall Ragnarok combo access and gaming card in June 2004, which provided the Ragnarok players better speed than a regular internet dial up player. However, sales from this new gaming prepaid card have not taken off as expected and the Company decided to terminate the service on February 28, 2005 to cut on its losses. The Board of Directors in its meeting on November 26, 2004 approved the private placement by its majority shareholder, GEBSI, for 100 million shares at the par value of P1.00 per share to be taken from the Company’s unsubscribed capital stock. The private placement shall be paid in the form of:

1. The conversion of outstanding advances and liabilities of Easycall to Global e-Business Solutions, Inc. and its affiliates. Advances of GEBSI amounted to P20.07 as of December 31, 2004.

2. The agreed valuation of TESI, which will have to be approved by the Board of Directors and shareholders.

3. Balance shall be paid in cash.

The above program once implemented and the sale of the Galleria Condominium property on March 30, 2005 would help address the capital deficiency and working capital requirements of the Company.

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The existing products and services of the Company are listed below:

Contact Center through its Investment in ePerformax:

Type of Service Description of Service

Customer Service

To handle certain areas or the entire process of a clients’ customer service function based on the clients’ requirements. The services include the organization, hiring, training and deploying the required contact center employees under a structure agreed upon with the customer and providing regular feedback and reporting to the clients.

Internet Services through its wholly owned Subsidiary, e-Serve

Corporate Solutions


Corporate DSL

Resellership

This gives the Company unlimited access via Digital Subscriber Line (DSL). This is recommended for companies that need multiple and simultaneous internet connections of up to 10 users. Beyond this number, the Leased Line set-up is preferred.

The service is provided via partnerships with leading Telecommunications Providers such as BAYAN, GLOBE and EASTERN Telecommunications..

Leased Line (“LL”)

This is for entities with multiple usage in excess of 10 users and who need the fastest possible access on the Internet, as well as, the ability to connect their in-house web, e-commerce and database systems to the Internet. The Leased Line package gives a group, organization or corporation with a seamless access to the Internet via a leased line from a telephone company. A leased line is a private dedicated circuit that will connect the client directly to the Company’s own data center and Internet backbone. Leased line subscribers shall enjoy speedy Internet access 24hours a day, 7 days a week.

With speeds of 64K, 128K and higher (in increments of 64K and subject to local availability), the Leased Line package offers the client with synchronous connection to the Internet. The Company can work together with the client in order to define the specific Internet needs of the client and shall design and build a solution to maximize its investment in technology.

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Web Business Solutions

Thus, the client may ask the Company to undertake the following: Website Development To create an accessible web site to attract both future and current clients and friends by utilizing document layout, images, element design, site planning and navigation information. Web Hosting To provide its client with a web site that is available at high speed, 24 hours a day and in the most secure environment available anywhere by hosting it in the Company’s data center. Whether the client wants basic shared Linux hosting or specialized and dedicated hosting behind the Company’s own firewall, the Company’s Business Solution specialists shall work closely with the client to help determine their optimum requirements.

Web Application Development To customize the client’s web application depending on the needs. The Company can develop a system to fit the client’s requirements such as web ordering. In turn, the Company’s Call Center operations can handle the validation of orders.

Server Co-location

This is for clients who prefer to develop applications using their own machines. For this, the Company shall host the client’s server or servers within the Company’s IDC. Server co-location offers the client unlimited flexibility. The client can have its machines hosted behind the Company’s firewall or it can build and tailor its entire server and security infrastructure and have the complete setup hosted at the Company’s site.

The client can also utilize the IDC as its back-up site as part of its business continuity or disaster recovery plans.

The relative contribution of sales, gross margin and net income of the contact center and the internet business to total revenues are shown on pages 2-3 under Note 1 of the Audited Consolidated Financial Statements.

The internet business of the Company is duly registered with the National Telecommunications Commission. The Company’s telecommunications franchise will expire in 2024 and the franchise is currently not utilized since the termination of the Company’s paging operations.

COMPETITION Internet/IDC The Philippine INTERNET Industry is now showing signs maturity. Although the primary product is still INTERNET bandwidth, more ISP companies are providing packaged solutions which include managing an entire Corporate Data Center requirement. Strong players in the industry remain to be the Telecommunication Companies such as PLDT, Globe and Bayantel. Other players try to consolidate and maximize their relationship with the strong telecommunications company to provide more options to the market.

14

The major risks involved in the internet business remains to be pricing of the various products and services and the obsolescence of its equipment because of newer technologies introduced in the market. The Company would continue to maximize the utilization of its existing infrastructure by its affiliation with TDG (Transnational Diversified Group) to provide a consolidated INTERNET service to the organization and existing Corporate Clients

CUSTOMERS The company now caters to local corporate accounts for its ISP and Data Center requirements. TDG has now become its largest corporate customer.

SUPPLIERS Our suppliers are now limited to telecommunications companies and network infrastructure providers. In the past, our major suppliers of equipment were Wesolv Open Computing for CISCO equipment and parts; Sun Microsystem for Sun systems; Genesys and Team Point for contact center applications and programs; and Shellsoft for Hewlett Packard computers. There are no current contracts from these suppliers to supply new equipment. For services, parts and maintenance, we rely upon Remax International, Inc. for any new power, voice and data cabling job, DCDC for Liebert UPS parts and maintenance, Logic Solutions Inc. (LSI) for PBX equipment and PLDT, Globe, Bayantel, Eastern Telecomms and ComClark for telecommunications. Our major dependency is with the telecommunications companies. If any of the telecommunication companies will disconnect their services, the internet business of the Company will be adversely affected. Transactions with related parties are properly disclosed in the schedule I and under Note 10 of the Notes to the Audited Consolidated Financial Statements as of December 31, 2007. There are no major costs involved in complying with environmental laws since the Company is not involved in manufacturing concerns and it has stopped its paging operations.

EMPLOYEES It was 22nd of March 2006 that the board approved the nomination and election of Mr. Renato Vicente R. Martinez as the new General Manager of the Company. Manpower complement of the Company, stand as follows: Dec. 2010 Dec. 2009

Officers and managerial employee 2 0 Supervisory and staff employees 2 0 Rank and file and staff employees 7 8

T O T A L 11 8

We do not anticipate any increase in the number of employees of the Company in the next twelve months. The Company has no labor union since the start of its operations.

15

Item 2 Properties In 2007, operations and administrative offices of the Company remain to be consolidated in Bacharach Building in Manila City. The Company owns one small office unit at the State Center Building in Binondo, Manila. The Company also owns certain lots in Tagaytay City, General Trias, Cavite and Novaliches, Quezon City with a total area of 1,150 square meters. The Galleria condominium units were sold on March 30, 2005. Properties in the books consist of land, computers, transportation equipment, office furniture and fixtures, Contact Center facilities including software applications and internet facilities. These are recorded under Property and Equipment for those which are still being used in the operations and under Other Assets for those which are no longer used in the Company’s operations. The paging transmission equipment in the books of the Company has zero value as this was previously written down in the books in the fiscal year ended June 30, 2001. The Company physically retired and wrote down property and equipment with a net book value of Php7.7 million in December 2004. In 2006, additional equipment with a cost of Php33,562.00 has been acquired. All of the properties, except land, mentioned above generally go through regular maintenance and rehabilitation programs being undertaken by our IT Department or through authorized third party service contractors to ensure their good working condition and maintain a 99 % service level to our customers.

Item 3 Legal Proceedings There are no pending Legal Proceedings of the Company.

Item 4 Submission of Matters to a Vote of Security Holders There were no Matters submitted to a vote by the Company’s Security Holders in the last quarter covering the period October 1 to December 31, 2010.

16

PART II

OPERATIONAL AND FINANCIAL INFORMATION

Item 5 Market for Registrant's Common Equity and Related Stockholder Matters (1) Market Information ECPI shares are traded at the Philippine Stock Exchange since its Initial Public Offering in May 1992. Stock Market Prices (Source PSE) based on closing price.

CY 2009 HIGH LOW

4th qtr 3rd qtr 2nd qtr 1

st qtr

NT 2.22 1.80 2.80

NT 2.02 1.80 2.80

CY 2010 HIGH LOW

4th qtr 3rd qtr 2nd qtr 1st qtr

2.12 2.22 2.38 NT

1.72 2.04 2.38 NT

*First traded price after the approval of the capital restructuring. **Last traded price on September 29, 2003 prior to the approval of the capital restructuring by the Board on 30 Sept 2003. ***Represents price for the private placement of GEBSI, which was approved for listing by the PSE in Dec 2002

(2) Top 20 Shareholders as of December 31, 2010.

NAME of STOCKHOLDER

NUMBER of SHARES

HELD

PERCENT to

TOTAL CAPITAL

CLASS of

SECURITIES

1 GLOBAL E-BUSINESS SOLUTIONS, INC. 108,639,830 72.4265% Common

2 STAR ASIA TECHNOLOGIES PTE LTD 31,256,192 20.8374% Common

3 PALOS VERDE LAND CORP. 5,678,918 3.7859% Common

4 MODESTO N. CERVANTES 2,228,279 1.4855% Common

5 MODESTO N. CERVANTES 453,349 0.3022% Common

6 PCD NOMINEE CORP. (NON-FIL) 107,239 0.0714% Common

7 JOSE E. MADDATU 46,250 0.0308% Common

8 AIDA VERGARA LENON 25,000 0.0166% Common

9 IMELDA T. UY 22,000 0.0146% Common

10 MANUJ T. AMARNANI 20,493 0.0136% Common

11 FEBTC AS COSTUDIAN of YANKTON 7,170 0.0047% Common

12 JON PAUL CALDERON &/OR DON. P. 6,875 0.0045% Common

13 DANIEL NEWMAN 4,356 0.0029% Common

14 REMEDIOS V. KAPUNAN 4,050 0.0027% Common

15 SUSANETTE T. CU 4,000 0.0026% Common

15 MERLE CUSTODIO TAN 4,000 0.0026% Common

16 CARLOS Z. ORTOLL 3,828 0.0025% Common

17

17 AZUCENA K. CHOA 3,750 0.0025% Common

18 ASIA PACIFIC ADVISORY CORP. PTY. LTD 3,300 0.0022% Common

18 PETER ADRIAN HANLEY 3,300 0.0022% Common

19 RICELLE MELISSA M. MATTI 3,000 0.0020% Common

20 JUDITH CERVANTES 2,750 0.0018% Common

20 JONATHAN CERVNATES 2,750 0.0018% Common

20 MICHAEL CERVANTES 2,750 0.0018% Common

TOTAL NO. OF OUTSTANDING SHARES 148,533,429 99.0213% Common

(3) Dividends

Cash P1 per share based on stockholders of record as of November 13, 1999 and payable in December 1999, P1 per share in 1998 and P 0.75 per share in 1997.

Stock 25% stock dividend based on stockholders of record as of April 24, 2000, none

from 1997 – 1999 (4) Recent Sales of Registered Securities

On April 14, 2010, the Philippine Stock Exchange approved the company’s application for to list additional 46,570,025 common shares, with a par value of P1.00 per share, to cover the private placement transaction with Global e-Business Solutions, Inc. (GEBSI), at a subscription price of P1.00 per share. The proceeds will be used for additional funding to support the plan of the Company’s for the roll-out of its Broadband Wireless operation.

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

SUMMARY For the year ending December 31, 2010, EasyCall Communications Philippines, Inc. (the Company) generated a consolidated net income of P4.37 million, compared to the P3.47 million net income recorded last year. The increase in net income of 26% was primarily due from interest income of money placement for year 2010 of Easycall Communications Philippines, Inc. Of the Company’s P4.37 million consolidated net income, equity in ePerformax International amounted to P1.86 million with a decrease of 24% for this year. During the year, EasyCall E-Services Inc., a wholly owned subsidiary, recorded P 14.01 million in service revenues, an increase of 6% compared to last year’s level of P13.18 million. Cost of services decreased by 1% compared to last year, from P7.01 million last year to P6.92 million this year. The Internet segment’s gross margins performance increased to P7.09 million in net income, compared to P6.17 million of last year. General and administrative (G&A) expenses this year amounting to P5.57 million have also increased by 10% from P5.06million of last year.

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The financial performances of its operating companies (i.e. eServe and ePerformax) are being assessed using the following key financial ratios.

One Year

Ended Dec.

31, 2010

One Year

Ended Dec.

31, 2009

One Year Ended Dec.

31, 2010

One Year

Ended Dec.

31, 2009

Current Ratio 1.45 1.20 1.96 1.62

Gross Margin - Amt in 000 Php 7,090 6,173 162 212

Gross Profit Rate 50.60% 46.83% 8.61% 10.70%

Percentage of Operating

Expenses to Sales 39.74% 38.42% 4.75% 5.79%

Profit Ratio 7.83% 7.73% 2.60% 3.25%

Easycall E-Services Inc ePerformax International, Inc.

The Current Ratio is calculated by dividing current assets by current liabilities. Gross Margins are service revenues less cost of services (i.e., cost of leased line subscriptions for e-Serve; cost of services for ePerformax). The Gross Profit Rate is arrived at by dividing the gross margin by the total service revenues. Percentage of Operating Expense to Revenues is computed by dividing the total general and administrative expenses by the service revenues. The Profit ratio is the outcome of dividing the net income over total service revenues.

REVENUES

During the year 2010, the Company’s consolidated service income increased to P18.64 million, compared to P16.29 million last year. This 14% increase can be mainly attributed to technical support revenues that the company has offered to its customers. The company’s revenue was generated from its own operations and raised P4.63 million, and its subsidiary, Easycall e-Services, amounting to P14.01 million.

COST AND EXPENSES

Correspondingly, the Company’s Direct Cost of services, increased by 17% compared with last year: Leased Line subscriptions decreased by 24% from P6.89 million in 2009 to P5.25 million this year; depreciation and amortization increased by 97% from P1.46 million in 2009 to P2.87 million this year. Personnel expenses contributed P1.66 million this year for the additional revenue stream called technical support.

General and administrative expenses were at P7.69 million this year, compared to P7.59 million last year, or a 1% increase.

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A comparative trend analysis of audited consolidated cost and expenses by major cost elements for the last two years is shown below:

(in million pesos) Dec. 2010 Dec 2009 Dec 2008 This Year Last Year

Cost of Services

Cost of Leaseline subscriptions 5.25 6.89 6.42 -24% 7%

Depreciation and amortization 2.87 1.46 0.10 97% 1420%

Personnel 1.66 - -

Charges from Affiliates

Communications

Rental

Repairs and maintenance

Others

Attributable to discontinued operations

Sub-total 9.77 8.35 6.52 17% 28%

General and Administrative

Personnel 1.86 2.32 2.38 -20% -2%

Depreciation and amortization 0.11 0.07 0.15 50% -53%

Provision for probable losses

Rental - 0.05 0.13 -100% -58%

Travel 0.78 0.26 0.23 204% 12%

Communications 0.87 0.81 0.65 7% 25%

Taxes and licenses 0.75 0.65 0.44 16% 48%

Professional fees 0.52 0.42 0.36 25% 16%

Management and consultancy fees 1.42 1.42 2.43 -1% -41%

Repairs and maintenance 0.07 0.05 0.06 51% -24%

Utilities 0.07 0.08 0.06 -19% 44%

Miscellaneous net 1.25 1.46 0.83 -14% 75%

Lawsuit Settlements

Sub-total 7.69 7.59 7.71 1% -2%

TOTAL 17.46 15.94 14.23 10% 12%

% Change vs. Prev. Yr.

EQUITY IN NET EARNINGS OF AN ASSOCIATE

Based on the company’s 3.8% interest in ePerformax International Inc., the Company recognized

equity in net earnings of P1.86 million for the year 2010, 24% decrease from ofP2.44 million in 2009, actual net income of ePerformax International Inc. this year.

DEPRECIATION AND AMORTIZATION

Depreciation amounted to P2.97M, an increase of 94% from last year’s balance of P1.53M. The increase was from purchased of internet equipment in 2009 OTHER INCOME

During this year, the company recognized other income of P 1.32 million, which included 1 million of interest income from the bank money placement, and P0.33 million refund from Meraico. Other income for the year increased by 97%, compared to last year’s other income of P0. 67million.

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CASH

The Company’s total cash amounted to P55.82 million, as of December 31, 2010, an increase of 1045% from P4.87 million, as of December 31, 2009. The increase was contributed by the additional issuance of shares.

RECEIVABLES

Accounts Receivables totaled P10.28 million as of December 31, 2010, compared to P9.60 million as of December 31, 2009, with a 7% increase.

INVESTMENTS

Total Investments in shares of stock was at P27.59M as of December 31, 2010 compared to P30.22M of last year. The decrease in book value was translated to P2.67 million cash dividend from ePerformax International. PROPERTY AND EQUIPMENT

The net value of property, plant and equipment decreased by 20%, from P12.81 million as of

December 31, 2009 to P10.24 million by the end of year 2010.

ACCOUNTS PAYABLE AND ACCRUED EXPENSES There was an increase of 21% from P3.38 million as of December 31, 2009 to P4.10 million as of December 31, 2010. PAYABLE TO RELATED PARTIES Intercompany payables of P.32 million last year was settled during the year.

Item 7 Financial Statements The audited consolidated financial statements of the Company and subsidiary included in the Company’s report to Stockholders are incorporated herein for reference. Also, the schedules listed in the accompanying Index to Supplementary Schedules are filed as part of this Form 17-A.

Item 8 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure There were no changes and/ or disagreement in Accounting and Financial Disclosure with the Company’s Accountant for the period under review.

21

PART III

CONTROL AND COMPENSATION INFORMATION

Item 9 Directors and Executive Officers of the Registrant (1) Directors, Executive Officers, Promoters and Control Persons.

a. The names and ages of the nominees for directors and the current officers of the Company are as follows:

Name Current Position Citizenship Age Years in Office

J. Roberto C. Delgado Chairman/CEO/Director Filipino 66 October 2001 to present

Modesto N. Cervantes Vice-Chairman/Director Filipino 72 1989 to present

Socorro Z. Niro President/Director Filipino 60 October 2001 to present

Jonathan M. Cervantes Director Filipino 46 1998 to present

Renato Vicente R. Martinez

General Manager Filipino 43 March 2006 to present

Carlo M. Severino Corporate Treasurer Filipino 45 June 2005 to present

Millicent Rose L. Sim Asuncion

Corporate Secretary Filipino 40 March 2004 to present

Felipe P. Araullo Independent Director Filipino 65 July 2007 to present

Rafael M. Garcia III Independent Director Filipino 66 July 2007 to present

Clifford W. Beek Director American 54 July 2008 to present

b. List of Position, offices and work experiences of director nominees and its current officers:

NAME OF DIRECTORS POSITION / OFFICES / WORK EXPERIENCES

MODESTO N. CERVANTES Chairman of the Board since October 1996 and a Director of the Company since incorporation. He was President of Easycall from 1989 until November 2001. He holds a Bachelor of Science Degree in Business Administration from the University of the Philippines. He is the Chairman and President of Bormaheco, Inc. from March 1975 to present, and the President of Flowcrete International Philippines, Inc. from September 1976 to January 1995. He also served as a director of DBS Bank Philippines from 1999 until 2001. J. ROBERTO C. DELGADO Elected Director of the Company in October 2001 and also the Company's Chairman up to the present. His other experiences, which cover at least the last five years, are shown hereinafter which are currently being held until the present: Chairman and Chief Executive Officer of Transnational Diversified Group, Inc., Transnational Diversified Corp., NYK Fil-Japan Shipping Corp., NYK Fil-Ship Management, Inc., Dolphin Ship Management Inc., Apex Philippines Equities Corp., Emery Transnational Air Cargo Corp., Asiana Phils .GSA Inc., Transcontainer Ltd. Phils., New Wave Transport Phils., Transnational Plans, Inc, Transnational Medical & Diagnostics Centre Inc, Vision Air Flight Support Inc., Intelligent Wave, Inc., and Beacon Frontline Solutions, Inc. He is also the President of Yusen Air and Sea Services Phils., Inc. and Bondad Maritima SA. Mr. Delgado is a Director of The Silk Road Hotels in the People's Republic of China, Karlamar Shipping SA in Panama, and Diversified Financial Network, Inc. Mr. Delgado is a graduate of Ateneo de Manila University (BA Economics) and he obtained his MBA in Stanford University and attended Harvard Business School (Owner/President Management Program).

22


SOCORRO Z. NIRO Elected Director of the Company in October 2001 up to the present and is currently ECPI's President since 2002. Her other experiences, which cover at least the last five years are shown hereinafter which are currently being held until the present: She is also currently the Group Chief Finance Officer and Treasurer of Transnational Diversified Group, Inc., Transnational Diversified Corp. NYK Fil-Japan Shipping Corp., NYK Fil-Ship Management Inc., Dolphin Ship Management Inc., Emery Transnational Air Cargo Corp., Asiana Phils.GSA, Inc., Transnational Aero Corp., Transcontainer Ltd. Phils., New Wave Transport Phils., Yusen Air and Sea Services Phils, Inc. , Filipinas International Transport Corp., NCT Transnational Corp., Pizzavest Transnational Corp., Transnational Food Services Corp., Adventure International Tours Inc., Vision Air Flight Support, Inc.. Antonelli Realty Holdings Inc., and Transnational Securities, Inc. She is also the I.T. Division President of TDG, and President of TDG World Corporation, Global E-Business Solutions Inc., and Chairman & CEO of Transnational E-Business Solutions, Inc. Ms. Niro is a Magna cum laude graduate of the Philippine College of Commerce (BSC Accounting) a CPA, with further studies in National University of Singapore (Stanford-NUS Executive Program) and in Harvard Business School (OPM Key Executive Program).

JONATHAN M. CERVANTES Elected Director of the Company on 30 October 2000 until the present. He joined EasyCall in May 1996 as the Technical Support Officer until 2000. He was promoted as the Company's Vice President for the Call Center Business effective 01 July 2000 and held the position until 2005. He is the General Manager of Logicall Incorporated (March 2007 to present). He is also a Director of Bormaheco, Inc. from 1996 up to present. He graduated from De la Salle University with a Bachelor of Science degree in Computer Science.

FELIPE P. ARAULLO

Elected as an Independent Director of ECPI during the last Annual Stockholders’ Meeting held on July 2007. His initial job experience was with Bislig Bay Lumber Co. in 1966 to 1967 as a work methods analyst. Thereafter, He worked with IBM for over 26 years, from 1968 to 1994 and assumed various job positions namely: programmer, systems engineer, instructor, advisory marketing representative and executive. The years spent in IBM were centered mainly in marketing, technical support and sales, education and training. On January 1982 to March 1985 he was sent on a foreign assignment to IBM Hong Kong as a staff instructor. His second foreign assignment was on January 1991, he was a program manager to IBM International Sales Office based in Mt. Pleasant, NY. He graduated with a bachelor’s degree in Mechanical Engineering from De La Salle College in 1966. Passed the government board exams for mechanical engineers. He also holds a Masters Degree in Business Administration (MBA) from the University of the Philippines. He joined EEMC Asia, Inc. in May 1996 and was connected with the company until February 1999. He is currently involved in part-time consulting in the areas of information technology (IT) and marketing training.

RAFAEL M. GARCIA, III Re-elected as an Independent Director in the last Organizational Meeting held on July 25, 2007. He is Chairman, CEO and Founder of Mega Computer Corporation (March 1983 to present), Mega Data Computer (August 1984 to present), Omega Computer Corporation (August 1983 to present), Ramega Resources & Development Corporation (March 1994 to present), Home Data Corporation (June 1995 to present) and First Bloom Orchids, Incorporated (February 1995 to present). He is a graduate of the Washington State University with the degree of MS Computer Science, BS Mathematics, BA, Economics and BS Electronic Engineering. He took his Management Development Program from The Asian Institute of Management. MS Strategic Business Economics from the University of Asia and Pacific and CEO/Top Management Program from WPO/Kellogg World Presidents Institute.

23


CLIFFORD W. BEEK Elected as Director of the Company on 14 July 2008 up to the present. For over fifteen (15) Years, he worked with different Telecommunications Companies in various parts of the US and Asia, namely, Terrestar Asia, as CEO and President (March 2007 to April 2008). Other previous work experience and position include CoCo Communications, as EVP Worldwide (October 2005 - March 2007); 360Networks, as SVP of Network Development & Sales (September 2002- September 2005); Teleglobe International, Inc., as Director of Corporate Development (February 1997 - September 2002); Cable & Wireless PLC, as Sr. Marketing Manager (March 1995 - January 1997); Teletronics International, Inc., as General Manager (August 1993 - February 1995); Metropolitan Millwork Co., Inc., as President (September 1984 - August 1993). He graduated with a Bachelors Degree of Arts in Political Science Minor in Accounting from George Washington University in Washington D.C. in June 1978. He took his Masters Degree in Business Administration (MBA) from Wharton School University of Pennsylvania in May 1993.

CARLO M. SEVERINO Appointed Treasurer last 28 June 2005 up to the present. He is a graduate of Ateneo de Manila University with a degree of BS Physics, major in Computer Engineering and took his master in Business Management course from Asian Institute of Management, consistent Dean’s Lister and graduated with Distinction on May 1998. He joined TDG on January 2002 as Executive Vice President up to 2003. He was the Senior Manager for Logistics of Emery Transnational Air Cargo Corporation from January 2000 to December 2001 and Vice President for TDG Corporate Center from June 1998 to December 1999. He currently holds the position of Deputy Chief Finance Officer of Transnational Diversified Group and concurrently as General Manager of ePerformax.

RENATO VICENTE R. MARTINEZ

Elected as General Manager of the Company on 22 March 2006 up to the present. He graduated from De La Salle University with a degree of B.S. Computer Science major in Information Technology. He took his master in Business Management course from Asian Institute of Management and graduated in 1998. He is holding various positions in Transnational Diversified Group such as Deputy President of ICT Division from 2005 to present. He is also the President & General Manager of Transnational E-Business Solutions, Inc. from 2005 to present. He is tasked to assist the Division President in overseeing technology implementation of member companies. He was the Deputy President of Air and Travel Division from April 2003 to December 2005. Mr. Martinez was IT Manager of Transnational Diversified Group, Inc., from 1998 to 2001. He also worked with RFM Corporation as Senior Systems Analyst from 1994 to 1997. In 1990 to 1993 he was employed with Citibank N.A. and was in charge of Master Card Interchange Transaction processing.

MILLICENT L. SIM-ASUNCION Was appointed as the Corporate Secretary and Compliance Officer last July 2007 up to the present. She has been the Asst. Corporate Secretary July 2004 to July 2007. She graduated with the degree of Juris Doctor from Ateneo de Manila in 1996 and took her Master in Management from the Asian Institute of Management in 2002. She is the corporate secretary of various member companies of Transnational Diversified Group since September 2002 up to the present and was the Manager for Contracts Administration Department of Clark Development Corporation from April 1999 to August 2001. She was an Associate Lawyer of Puno & Puno Law Offices from June 1997 to April 1999.

(2) Significant Employees -

There are no employees who are not Executive Officers but are expected by the company to make an important contribution to the business.

(3) Family Relationships

Mr. Jonathan M. Cervantes, a Director is the son of Mr. Modesto N. Cervantes, the Company’s Vice Chairman.

24

(4) Involvement in Certain Legal Proceedings There are no pending Legal Proceedings for the Company.

Item 10 Compensation of Directors and Executive Officers

None of the directors receive compensation for serving as directors of the Company, except reasonable per diems for attendance in Board meetings. The company expects the same number of attendees during Special and Regular Board Meetings and Annual Stockholders Meetings, thus the amount of per diems to be incurred for 2010 will be the same as that of the previous year.

The aggregate compensation and bonuses paid to executive officers are as follows:

Name Principal Position Calendar Year

Salary Bonus 2010 2009

A) Officers & Directors listed below (aggregate) 108,823.62 164,705.80 None None

Jose Roberto C. Delgado - Chairman of the Board** None None Modesto N. Cervantes - Vice Chairman of the Board* None None

Socorro Z. Niro - President None None

Jonathan M. Cervantes - Director

None None

Millicent S. Asuncion - Corporate Secretary None None

Felipe Araullo - Director None None Carlo M. Severino - Corporate Treasurer None None

Renato Vicente R. Martinez - General Manager None None

Rafael Garcia III - Director None None

Clifford W. Beek - Director None None

Atty. Millicent S. Asuncion - Asst. Corporate Secretary None None

B) All Officers and Directors as a Group unnamed

** The above compensation represents merely per diem payment for their attendance in meeting, not exceeding P 10,000 per meeting.

25

Item 11 Security Ownership of Certain Beneficial Owners and Management As of December 31, 2010 the Company knows no one who beneficially owns in excess of 10% of the Company’s common shares, except as set forth in the table below:

Title of Class

Name and Address of Owner

Nature of owners

hip

Name of Beneficial Owner &Relationship

with the Record Owner

Citizenship

Amount & Nature of Beneficial Ownership

% of Class

Common Global e-Business Solutions, Inc. (GEBSI) Mary Bachrach Building, A. C. Delgado cor. 25th St. Port Area, Manila

B Transnational Diversified Corporation- Parent Company *J. Roberto C. Delgado/ * Socorro Z. Niro, nominee shareholders of GEBSI

Filipino 108,639,830 72.4265%

Common Star Asia Technologies, PTE Ltd. (SAT) #78 Shenton Way #28-01 Lippo Center, Singapore 079120

B Star Asia Technologies, PTE Ltd. (SAT) ** Clifford W. Beek- Nominee shareholder of SAT

Singaporean 31,256,192 20.8374%

Common

Modesto N. Cervantes c/o ECPI Mary Bachrach Building, A. C. Delgado cor. 25th St., Port Area Manila

R Direct Ownership Filipino 2,681,628 1.7877%

Common Palos Verde Land Corp. No. 9 Libra St., Bel-air 3, Makati City

B ***Modesto N. Cervantes Filipino 5,678,918 3.7859%

TOTAL

148,256,568

98.8375%

Item 11 Security Ownership of Management:

Title of Class Name of Beneficial Owner Citizenship Amount and

Nature of Beneficial Owner

% of Class

Common J. Roberto R. Delgado Filipino 1 0.0000%

Chairman of the Board/CEO (Indirect)

Common Modesto N. Cervantes Filipino 2,681,628 1.7877% Vice-Chairman (Direct)

Common Socorro Z. Niro Filipino 1 0.0000% President/COO (Indirect)

Common Jonathan M. Cervantes Filipino 2,750 0.0018% Director (Direct)

Common Rafael M. Garcia III 1 0.0000% Independent Director (Indirect)

Common

Felipe P. Araullo Independent Director

Filipino

1 (Indirect)

0.0000%

Common

Clifford W. Beek Director

American 1 (Indirect)

0.0000%

TOTAL 2,684,383 1.7895%

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Item 12 Certain Relationships and Related Transactions

Mr. J. Roberto C. Delgado and Ms. Socorro Z. Niro are nominees of GEBSI, a domestic corporation, which owns 60% of the outstanding capital stock of the Company. The Company’s related parties include its parent companies, stockholders, subsidiaries, affiliates of the Company’s key management and others as described below: Transnational Diversified Corp. (TDC) is the parent and holding company that wholly owns GEBSI and TESI. J. Roberto C. Delgado is the Chairman of the Board of the Company and is also the founder and Group Chairman of the Board of TDG. Socorro Z. Niro is the President of the Company, and is also the Vice-Chairman of TESI and Group Treasurer and Chief Finance Officer of TDG. Millicent Sim-Asuncion is the Corporate Secretary of the Company and its subsidiaries, and is also Chief Legal Counsel and Corporate Secretary of TDG. Carlo M. Severino is the Treasurer of the Company. He is concurrently the Assistant Treasurer and Deputy Chief Finance Officer of TDG.

Renato Vicente R. Martinez is the General Manager of the Company and the President of TESI. He is also the Deputy President for the ICT Division of TDG.

Felipe P. Araullo is an independent director of TDC.

During the past 5 years up to the latest date, no director of the Company has received or become entitled to receive any benefit by reason of a contract with the Company, a related corporation, a firm, of which the director is a member or a company in which a director has a substantial financial interest

27

PART IV

CORPORATE GOVERNANCE Item 13 Discussion on Corporate Governance The company is in compliance with leading practice on corporate governance and made NO deviations from the Company’s Manual of Corporate Governance. Satisfied with its present policy on corporate governance, the company sees NO need to improve it.

During the Annual Stockholders Meeting held 02 March 2010 the following were disclosed as follows: 1. Atty. Millicent L. Sim-Asuncion was elected as Corporate Secretary of the company during

the Stockholders Meeting last 02 March 2010. During the Stockholders meeting of the company on July 15, 2009 the following matters

were taken up and approved by the Board of Directors:

2. Election of the following as the members of the Board of Directors of the Company for the

ensuing years until their successors are qualified and elected:

a) Mr. J. Roberto C. Delgado

b) Mr. Modesto N. Cervantes

c) Ms. Socorro Z. Niro

d) Mr. Jonathan M. Cervantes

e) Mr. Clifford W. Beek

As Independent Directors:

a) Mr. Felipe P. Araullo

b) Mr. Rafael M. Garcia III

3. Appointment of the corporate officers and members of the Board Committees for the

ensuing years was approved, and they were as follows:

Election of the following officers of the Company for the ensuing year:

Chairman of the Board - Mr. J. Roberto C. Delgado Vice Chairman - Mr. Modesto N. Cervantes President - Ms. Socorro Z. Niro General Manager - Mr. Renato Vicente R. Martinez Treasurer - Mr. Carlo M. Severino Corporate Secretary - Ms. Millicent L. Sim-Asuncion

4. Election of the members of various committees created by the Board in accordance with its Manual of Corporate Governance.

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Nominations Committee: Chairman - Mr. J. Roberto C. Delgado Member - Mr. Modesto N. Cervantes Member - Mr. Rafael M. Garcia, III

Compensation Committee:

Chairman - Mr. J. Roberto C. Delgado Member - Mr. Modesto N. Cervantes Member - Mr. Felipe P. Araullo Audit Committee:

Chairman - Mr. Felipe P. Araullo Member - Ms. Socorro Z. Niro Member - Mr. Clifford W. Beek

Corporate Information Officer - Mr. Zaki Delgado Corporate Compliance Officer - Ms. Millicent L. Sim-Asuncion

On 19 January 2011, the company submitted a certification of attendance in the Board and Stockholders meetings of each director for the calendar year 2010 to the Securities and Exchange Commission as follows:

a. Mr. J. Roberto Delgado – attended two (2) board meetings and one (1) stockholders’ meeting;

b. Mr. Modesto N. Cervantes – attended two (2) board meetings and one (1) stockholders’

meeting;

c. Ms. Socorro Z. Niro - attended two (2) board meetings and one (1) stockholders’ meeting;

d. Mr. Jonathan M. Cervantes - attended two (2) board meetings and one (1) stockholders’

meeting;

e. Mr. Felipe Araullo – attended two (2) board meetings and one (1) stockholders’ meeting;

f. Mr. Rafael Garcia, III – attended two (2) board meetings and one (1) stockholders’ meeting;

g. Mr. Clifford Beek - attended two (2) board meetings and one (1) stockholders’ meeting;

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On 19 January 2011, the company has submitted certificate of Corporate Governance to the Securities and Exchange Commission, generally complying with its Manual of Corporate Governance, stating the following:

1. Atty. Millicent L. Sim-Asuncion was re-elected as Corporate Secretary of the company during the Stockholders Meeting last 02 March 2010.

2. The Audit Committee met last 08 February 2010 to review and approve for submission to

the Board of Directors the 2009 Audited Financial Statements of the Company.

3. The Nomination Committee met last 08 February 2010 to recommend new nominees for the Board of Directors.

4. The Compensation Committee did not hold any meetings for the calendar year 2010.

5. During the Stockholders meeting of the company held last 02 March 2010 the following

were taken up and approved by the Board of Directors :

a. Appointment of Sycip, Gorres, Velayo and Co. (Ernst and Young Philippines) as the external auditors of the Company for the calendar year ending December 31, 2010.

b. Re-confirmation of the increase in subscribed and paid-up capital of the

company from 103,429,974 to 150,000,000 to be effected by way of private placement of GLOBAL E-BUSINESS SOLUTIONS, INC. (GEBSI) of P46,570,025.00 or equivalent to 46,570,025 shares of stock of the company at the par value of P1.00 per share. The purpose of the increase is to fund the Company’s working capital requirements for the Broadband wireless services and to procure initial equipment.

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PART V

EXHIBITS AND SCHEDULES

Item 14 Exhibits and Reports on SEC Form 17-C (a) Exhibits

See accompanying Index to Exhibits.

The other exhibits, as indicated in the Index to Exhibits are either not applicable to the Company or require no answer. (b) Reports on SEC Form 17-C Following are the reports submitted under SEC Form 17-C during the last six months:

On 25 March 2011 the following items were reported:

RESOLUTION NO. SP2011-03-01

“WHEREAS, there is a need for the company to appoint an authorized

representative for the payment of the acquisition of one (1) share of The City Club at Alphaland Makati Place (TCCAMP); Thus, it is hereby- RESOLVED, AS IT IS HEREBY RESOLVED, that Ms. Socorro Z. Niro, company’s President, is hereby appointed as authorized representative for the payment of the acquisition of one (1) share of The City Club at Alphaland Makati Place (TCCAMP); and RESOLVED FINALLY, that all previous resolutions not consistent herewith are deemed revoked, cancelled and made void.”


RESOLVED, that METROPOLITAN BANK & TRUST COMPANY (hereinafter called “METROBANK”) be, and is hereby, designated a depository of the funds/monies of the CORPORATION and that the CORPORATION be, and is hereby, authorized to open savings, time, current and/or trust accounts with METROBANK, Head Office, and/or any of its branches.

RESOLVED, FURTHER, that any Two (2) of the following be authorized (i) to

sign, execute and/or deliver any and all documents in connection with the opening of any account(s) with or investment of any funds through METROBANK; (ii) to withdraw or transfer the funds/monies of the CORPORATION by checks, receipts, drafts, bills of exchange, withdrawal slips, orders for payment or otherwise, and (iii) to sign, endorse, draw, accept, make, execute and/or deliver, for negotiation, payment, deposit or collection, checks, receipts, drafts, bills of exchange, orders for payment and/or other similar instruments in connection with the account(s), including the authority to avail of

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all other banking services, apply for and enroll in electronic banking channels and appoint its authorized users:

Bank Position Specimen Signature Socorro Z. Niro President _________________ Carlo M. Severino Treasurer _________________ Renato Vicente R. Martinez Gen. Manager _________________ RESOLVED, FURTHERMORE, that METROBANK, its directors, officers, employees,

agents or authorized representatives are each entitled and authorized to rely on these instructions as valid, binding, and effective upon the CORPORATION and that METROBANK, its directors, officers, employees, agents or authorized representatives shall not be liable for any act done or suffered by them in reliance of the above instructions, it being understood that any and all risks and costs arising from the above instructions shall be for CORPORATION’s sole and exclusive account.

RESOLVED, FINALLY, that all things/acts done and documents executed and

entered into by the aforementioned signatories pursuant to and in accordance with the foregoing authorities are hereby confirmed, affirmed and ratified. Likewise all things/acts done and documents executed and entered into prior to this Resolution are hereby affirmed, confirmed and ratified.


RESOLVED, that the company be authorized to close the Saving/Current Account(s)

#00-072-200199-0 maintained with Union Bank, Ayala branch under the account name of Easycall Communications Philippines, Inc.

RESOLVED FINALLY, that all previous resolutions not consistent herewith are

deemed revoked, cancelled and made void.”


RESOLVED THAT, that the record date of the stockholders who are allowed to vote

during the said meeting is set at 01 May 2011.

RESOLVED” that the abovementioned resolution shall take effect immediately and until otherwise ordered, the authority granted by virtue of this resolution shall continue in full force and effect”.

On 16 March 2011 the following items were reported:

We would like to inform you that EasyCall Communications Philippines, Inc. will be announcing to the public that it has entered into an agreement with Samsung Electronics Co., Ltd. for a Mobile WiMAX trial. For this, Samsung is providing Mobile WiMAX systems, terminals, and engineering support that will enable EasyCall to provide high-quality and high-speed broadband services within the 3.4GHz band.

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On 25 January 2011 the following items were reported:

RESOLUTION 2011-01-01 “RESOLVED, that ATTY. J. JOHN S. SALIBA¸ be appointed effective 25 January

2011 as Acting Corporate Secretary and be designated as the Authorized signatory for any and all disclosure documents with the Securities and Exchange Commission on behalf of the company’s Compliance Officer, ATTY. MILLICENT L. SIM-ASUNCION until she returns from maternity leave.”

RESOLUTION NO. 2011-01-02

“RESOLVED, that the President of Easycall Communications Philippines, Inc. (“the Corporation”), Ms. Socorro Z. Niro, be authorized, as she is hereby authorized to negotiate, sign and execute any and all documents, contracts and/or agreements necessary to engage and provide wireless head-end services to Star Asia Technologies, Pte Ltd. (SAT), Broadband Broadcast Services Pte. Ltd (BBS), and the latter’s Philippine affiliate, if any. “RESOLVED FURTHER, that the Board of Directors of the Corporation, hereby authorizes, Ms. Socorro Z. Niro and the General Manager of the Corporation, Mr. Renato Vicente R. Martinez to negotiate, transact with, apply for and sign any and all documents or applications with any supplier or government agency for the purpose of importing, owning, establishing and operating the wireless head-end facility and all its related equipment. RESOLVED LASTLY, that the Board of Directors of the Corporation, hereby authorizes, Ms. Socorro Z. Niro and the General Manager of the Corporation, Mr. Renato Vicente R. Martinez to negotiate, transact with, apply for and sign any and all documents or applications to enable the Corporation to establish a co-location facility with BBS and register the same as a Subic Bay Metropolitan Authority (SBMA) registered enterprise.

SO RESOLVED.”

RESOLUTION 2011-01-03

“RESOLVED, AS IT IS HEREBY RESOLVED, that the Board of Directors of Easycall Communications Phils., Inc. (“the Corporation”) hereby confirm and re-appoints Bank of the Philippine Island, with office address at BPI Building, corner Paseo de Roxas and Ayala Avenue, Legaspi Village, Makati City to act as its Stock Transfer Agent and to negotiate for, sign, execute and deliver the appropriate agreements, documents papers and/or instruments in connection with such stock transfer agency;

“RESOLVED FINALLY, that to implement and give effect to its appointment, the President of the Corporation, Ms. Socorro Z. Niro and/or the General Manager Mr. Renato Vicente R. Martinez and/or the Corporate Secretary, Ms. Millicent L. Sim-Asuncion are authorized, as they are hereby authorized to sign, execute and deliver any and all documents in connection with and necessary to its appointment;

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SO RESOLVED”

RESOLUTION 2011-01-04

“RESOLVED, AS IT IS HEREBY RESOLVED, that the Board of Directors of Easycall Communications Phils., Inc. (“the Corporation”) authorize, as it is hereby authorizes Bank of the Philippine Island, the Stock Transfer Agent, to handle the issuance and transfer of 1,524,365uncertificatedEasycall Communications Philippines, Inc. (ECP) shares;

RESOLVED FINALLY, that Ms. Socorro Z. Niro, President, Mr. Renato Vicente R. Martinez, General Manager and Ms. Millicent L. Sim-Asuncion, Corporate Secretary be designated as the Authorized signatories for any and all documents necessary to Carry out the intent of this resolution, for and on behalf of the Corporation; SO RESOLVED”

RESOLUTION 2011-01-05 “RESOLVED, that the annual stockholders meeting of the Company be postponed

to June 15, 2011 to be held at the TDG Lighthouse Theater at 10:00 a.m.” “RESOLVED FURTHER, that the record date of the stockholders who are allowed

to vote during the said meeting is set at May 31, 2011.

04 March 2010 the following items were reported:

Item 4 (a) – Election of Directors

We would like to inform you that more than (2/3) of the Stockholders of Easycall Communications Philippines, Inc. who attended the Annual Stockholders Meeting held last 02 March 2010, voted, approved, ratified and confirmed the following matters:

The election of the following as the members of the Board of Directors of the Company for the ensuing years until their successors are qualified and elected:

1. Mr. J. Roberto C. Delgado 2. Mr. Modesto N. Cervantes 3. Ms. Socorro Z. Niro 4. Mr. Jonathan M. Cervantes 5. Mr. Clifford W. Beek

As Independent Directors: 1. Mr. Felipe P. Araullo 2. Mr. Rafael M. Garcia III

(Bio-data of the above Directors have been submitted to the Exchange as part of the SEC-20IS Definitive Report and 17-C)

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Item 4 (b) – Election of Officers

Right after the Annual Stockholders Meeting, the newly elected Board Held its Organizational Meeting, where the appointment of the corporate officers and members of the Board Committees for the ensuing years was approved, and they were as follows:

1. Election of the following officers of the Company for the ensuing year:

Chairman of the Board - Mr. J. Roberto C. Delgado Vice Chairman - Mr. Modesto N. Cervantes President - Ms. Socorro Z. Niro General Manager - Mr. Renato Vicente R. Martinez Treasurer - Mr. Carlo M. Severino Corporate Secretary - Ms. Millicent L. Sim-Asuncion

2. Election of the members of various committees created by the Board in accordance with its Manual of Corporate Governance.

Nominations Committee: Chairman - Mr. J. Roberto C. Delgado Member - Mr. Modesto N. Cervantes Member - Mr. Rafael M. Garcia III

Compensation Committee: Chairman - Mr. J. Roberto C. Delgado Member - Mr. Modesto N. Cervantes Member - Mr. Felipe P. Araullo Audit Committee: Chairman - Mr. Felipe P. Araullo Member - Ms. Socorro Z. Niro Member - Mr. Clifford W. Beek

Corporate Information Officer - Mr. Zaki Delgado Corporate Compliance Officer - Ms. Millicent L. Sim-Asuncion

Item 9 – Other Matters

A. The appointment of Sycip, Gorres, Velayo and Co. (Ernst and Young Philippines) as the external auditors of the Company for the calendar year ending December 31, 2010.

B. In addition to the 2/3 vote requirement, the following matters where likewise approved by majority of the minority of the stockholders present:

1. Increase in capital thru private placement or stock rights offer

Increase of the subscribed and paid-up capital of the Corporation from Philippine Currency: One Hundred Three Million Four Hundred Twenty Nine Thousand Nine Hundred Seventy Five & 00/100 Pesos (P103,429,975.00), to Two Hundred Million Pesos (P200,000,000.00) to be effected as follows:

(a) by way of private placement of GLOBAL E-BUSINESS SOLUTIONS INC. (GEBSI) of P46,570,025.00 or equivalent to 46,570,025 shares of stock of the company at the par value of P1.00 per share to be paid by GEBSI before April 23, 2010, as previously approved and in accordance with Board Resolution 2009-12-01; and

35

(b) additional P50M either by way of Private Placement of the Corporations’ existing shareholders and/or a new investor, or by way of stocks rights offer (SRO) of up to fifty million (50,000,000) shares whereby each shareholder shall be given the right to acquire one (1) share of the Corporation for One Peso (P1.00) for every three (3) shares currently held by the shareholder. The implementing details of the additional increase of P50M shall be subject to a subsequent Board Approval;

(c) majority of the minority of the Stockholders present likewise voted to waive

the requirement to conduct a rights or public offering related to the Private Placement of GEBSI, as stated in paragraph (B.1.a) above.

2. Use of Proceeds and Time-Table of Disbursement

The funds to be raised shall be used to fund working capital requirements of the Broadband wireless services and to procure the following initial equipment:

CAPITAL EXPENDITURE (in PHP Millions) Timetable of Disbursement

Wireless Base Station Equipment 18.8 Q1 2010 – Q1 2011

Base Stations 12.8 Q1 2010 – Q1 2011

Interface License 1.9 Q1 2010 – Q1 2011

Antenna & Other Peripherals 1.6 Q1 2010 – Q1 2011

Others 2.5 Q1 2010 – Q1 2011

Customer Premises Equipment (C.P.E.) 13.7 Q1 2010 – Q1 2011

WiFi Equipment 6.9 Q1 2010 – Q1 2011

Power Supply & Peripherals 2.5 Q1 2010 – Q1 2011

Others 4.3 Q1 2010 – Q1 2011

Primary Site Development 1.5 Q1 2010 – Q1 2011

Structural Works 1.1 Q1 2010 – Q1 2011

Electrical and Installation Works 0.4 Q1 2010 – Q1 2011

Total CAPEX 34.0

Working Capital 12.5

GRAND TOTAL 46.5

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