COVER SHEET
1 3 8 8 7 9
S.E.C. Registration Number
U N I
O I L
R E S O U R C E S
C O M P A N Y ,
I
&
H O L D I
N G S
N C .
(Company's Full Name)
6 T H
H V
F L O O R
D E L A
M A K A T I
S A G I
C O S T A
0 6
I
S T
S A L C E D O
.
U S
C O N D
.
V
I
L L
C I T Y
( Business Address : No. Street City / Town / Province )
ATTY. ABELARDO B. ALBIS, JR.
Contact Person
Month
T T A R
3 0
Day
(632) 892-7002
Company Telephone Number
SEC-FORM
1 7
- Q
0 6
FORM TYPE
Month
Fiscal Year
*
Day
Annual Meeting
N/A
*2nd Wednesday
Secondary License Type, If Applicable
N/A
Dept. Requiring this Doc.
Amended Articles Number/Section
Total Amount of Borrowings
Domestic
Total No. of Stockholders
To be accomplished by SEC Personnel concerned
File Number
LCU
Document I.D.
Cashier
STAMPS
`
Remarks = pls. use black ink for scanning purposes
N/A
Foreign
SECURITIES AND EXCHANGE COMMISSION
SEC FORM 17-Q
QUARTERLY REPORT PURSUANT TO SECTION 17 OF THE SECURITIES
REGULATION CODE AND SRC RULE 17(2)(b) THEREUNDER
1. For the quarterly period ended
June 30, 2013
2. Commission identification number.138879 3. BIR Tax Identification No. 320-000-508-263
UNIOIL RESOURCES & HOLDINGS COMPANY, INC.
4. Exact name of issuer as specified in its charter
Republic of the Philippines
5. Province, country or other jurisdiction of incorporation or organization
6. Industry Classification Code:
(SEC Use Only)
6th Floor Sagittarius Condominium, H.V. dela Costa Street, Salcedo Village, Makati
City
7. Address of issuer's principal office
Postal Code
(02) 892-70-02____
8. Issuer's telephone number, including area code
_______________________________
9. Former name, former address and former fiscal year, if changed since last report
10.Securities registered pursuant to Sections 8 and 12 of the Code, or Sections 4 and 8 of the RSA
Title of each Class
Common
Number of shares of common
stock outstanding
1,548,824,027
11. Are any or all of the securities listed on a Stock Exchange?
Yes [ x ] No [ ]
If yes, state the name of such Stock Exchange and the class/es of securities listed therein:
_______________________________
_______________________
12. Indicate by check mark whether the registrant:
(a) has filed all reports required to be filed by Section 17 of the Code and SRC Rule 17
thereunder or Sections 11 of the RSA and RSA Rule 11(a)-1 thereunder, and Sections 26
and 141 of the Corporation Code of the Philippines, during the preceding twelve (12)
months (or for such shorter period the registrant was required to file such reports)
Yes [ x ]
No [ ]
(b) has been subject to such filing requirements for the past ninety (90) days.
Yes [ x ] No [ ]
SEC Form 17-Q
2nd qtr 2013
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
Please see attached Financial Statements.
Notes to Financial Statements
The preparations of the accompanying consolidated financial statements
have been prepared in accordance with the Philippines Financial Reporting Standards
(PFRS) and the same have been applied consistently on any interim and annual
financial statements.
1. The same accounting policies and methods of computation are followed in
the interim financial statements as compared with the most recent annual
financial statements.
2. There is no seasonal or cyclical element which affects interim operations
3. There are no reversal changes on items affecting assets, liabilities, equity,
net income or cash flows.
4. There were no issuance, repurchases and repayments of debt & equity
securities.
5. There were no dividends paid in the interim period in question.
6. There were no material events subsequent to the end of the interim period
that have not been reflected in the financial statements for the interim
period.
7. There were no changes in the composition of the issuer during the interim
period.
8. There were no changes to contingent liabilities or assets since the last
annual balance sheet.
9. There are no material contingencies or other event that maybe material to
the understanding of the current interim period.
10. Net loss per share is computed by dividing the net loss during the period
by the total shares outstanding equivalent to 1,548,824,027.
SEC Form 17-Q
2nd qtr 2013
Item 2. Management’s Discussion and Analysis of the Financial Condition and
Results of Operations
For the first quarter of year 2013, the Company’s consolidated revenues based
on interim financial statements, is registered at P2,025,063 consisting mainly of
interest, rental income and other income. The same quarter of last year posted
revenues amounting to P1,913,301. Costs and expenses on the other hand had
decreased to P2,852,534 or almost 6% from P3,041,289 of the same quarter last year.
Consolidated total assets as of June 30, 2013 amounted to P313,091,633 while
December 31, 2012 had balance amounting to P314,212,625 resulting to a decrease of
.35% equivalent. Total consolidated liabilities amounted to P855,475,413 of which
96% or P821,928,840 equivalent represents advances from related parties.
Compared to the balance of consolidated liabilities as of December 31, 2012, there
was a decrease of 361,886 due to payments of advances from related parties.
There are no known trends that affect the liquidity of the Company other than
the ability to liquidate its current assets. Neither is there any commitment for capital
expenditures by the Company. Further, there are no known trends, events, or
uncertainties that would reasonably have an impact on the revenues of the Company
and its subsidiaries. Lastly, the Company is not dependent on any seasonal aspect that
would affect its financial condition and operations.
There are no material changes, events or uncertainties known to management
that would address the past or would have an impact on future operations that may
cause one or more items in Unioil’s financial statements. The Registrant continues to
find solutions to its overdue loans from investors brokered by Wincorp. This may
include selling and converting into cash its stake in one of its subsidiaries (BU
Properties). Likewise, there are no off-balance sheet transactions, arrangements,
obligations (including contingent obligations) and other relationships of the Registrant
with unconsolidated entities or other persons created during the reporting period.
Since the parent company is inactive in its operation, it has no accounts
receivable balance as of the reporting period. Thus there was no schedule of aging of
accounts receivables prepared and included to this report.
SEC Form 17-Q
2nd qtr 2013
Financial
Soundness
Indicators
Consolidated
06.30.13
12.31.12
Parent
06.30.13 12.31.12
Current liquidity
ratio
0.016
0.016
0.013
0.009
Solvency ratio
0.366
0.367
0.788
0.789
Debt-to-equity ratio
(1.54)
(1.54)
(4.73)
(4.74)
Asset to equity
ratio
(0.56)
(0.57)
(3.73)
(3.74)
Key Performance Indicators
On Sales
The Registrant together with its subsidiaries is generating very minimal
amount of revenues. The condominium unit owned by the Registrant has been
utilized as office of the Registrant and one of its subsidiaries, Wincorp. Part of the
unit is being rented out and in the recent information from the tenant, they will
surrender portion of the rented premises. Since May 2000, one of the wholly owned
subsidiaries of Registrant, WINCORP, has been issued a Cease and Desist Order by
the Securities and Exchange Commission while the other one (B. U.
Properties) continues to operate at a loss. While WINCORP no longer operates as it
used to, three (3) subsidiaries are non-operating. Options being considered are the
increase in capitalization through the call of subscriptions and sale of acquired assets.
Conversion of Non-Current Assets to Cash
To cover the shortcomings, the Company plans to convert some of its noncurrent assets into cash and embark on a program to liquify potential assets.
SEC Form 17-Q
2nd qtr 2013
Liquidation of Non-Performing Assets/ Companies
The company also plans to convert or sell its interest in one of its profitgenerating subsidiary to raise the much-needed cash. It also plans to liquidate nonperforming assets/companies e.g. Wincorp, by spinning it off from Unioil. The
aforementioned programs are expected to generate sufficient cash to answer for its
current obligations.
Cost Reduction Scheme
The Registrant’s majority-owned subsidiaries reduced the number of their
staff to save on cost. Wincorp has only (1) one staff and an Officer who act as
consultant of the company while B.U. Properties reduced its staff component to only
(1) one and (4) four officers to continue its operation. As a result of trimming down
the staff of Wincorp, it also reduced the area it was previously being occupied to save
on rent.
Other Income
B. U. Properties, one of the Registrant’s majority-owned subsidiaries, mainly
relies on its minimal rental income to answer for its current obligations.
SEC Form 17-Q
2nd qtr 2013
UNIOIL RESOURCES AND HOLDINGS COMPANY, INC.
CONSOLIDATED BALANCE SHEETS
June 30, 2013
(With Comparative Figures for December 31, 2012)
Consolidated
06.30.13
Parent
12.31.12
06.30.13
12.31.12
ASSETS
Current assets
Cash and other cash items
P
Accounts receivable
6,164,663
P
147,628
Other current assets
Total current assets
7,270,994
13,583,285
7,204,801
P
4,963,020
13,377,327
100,821,338
100,821,336
Allowance for probable losses
(54,651,384)
(54,651,384)
Property and equipment - net
5,142,224
25,494,531
Other non current assets
Total non current assets
P
222,701,669
299,508,378
TOTAL ASSETS
P
313,091,663
P
24,876,035
206,240
1,209,506
Non Current assets
Equity investments and advances
Investment Property
P
P
P
P
293,206
499,446
P
96,167
-
P
261,578
357,745
61,996,430
61,996,430
-
-
5,355,526
12,683
225,985
25,436,377
1,384,206
1,326,052
223,873,442
300,835,298
P
130,169
63,523,487 P
130,169
63,678,636
314,212,625
P
64,022,934
P
64,036,381
24,887,998
P
4,314,053
P
4,394,053
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Current liabilities
Accounts payable and accrued expenses
Advances from related parties
Other Current Liabilities
Total current liabilities
P
821,928,840
P
137,051
846,941,926
822,290,726
P
124,600
847,303,324
35,310,747
P
Non current liabilities
Interest payable
Subscription payable
8,147,177
8,147,177
137,051
39,761,850
35,292,528
P
124,600
39,811,181
32,901,993
32,901,993
8,147,177
8,147,177
Other non current liabilities
Total non current liabilities
P
386,310
8,533,487
P
318,402
8,465,579
P
386,310
41,435,480
P
318,402
41,367,572
TOTAL LIABILITIES
P
855,475,413
P
855,768,903
P
81,197,331
P
81,178,753
Minority interest
Stockholders' Equity
Capital stock - P1 par value
Authorized - 5 billion shares
Issued and outstanding - 1,548,824,027 shs
Subscribed - 40,735,950 shares
(subscriptions receivable on which amount
to P23,979,350)
Deficit
Net Stockholders' Equity ( Capital Deficiency)
P
13,936,968
13,936,968
-
-
1,548,824,027
1,548,824,027
1,548,824,027
1,548,824,027
16,756,600
16,756,600
16,756,600
16,756,600
(2,121,901,345)
(556,320,718)
313,091,663
P
(2,121,073,874)
(555,493,247)
314,212,625
P
(1,582,755,024)
(17,174,397)
64,022,934 P
NOTE
The company discontinue applying the equity method of carrying investment
in shares of stock of Westmont Investment Corporation as the balance of its
cost of investment was already reduced to zero. This resulted to
differences in the deficit between the consolidated and parent company
financial statements.
-
(1,582,722,999)
(17,142,372)
64,036,381
UNIOIL RESOURCES AND HOLDINGS COMPANY, INC. AND SUBSIDIARIES
STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED June 30, 2013
(With Comparative Figures for the period ended June 30, 2012)
Consolidated
Apr. to June 13
Parent Company
Apr. to June 12
Apr. to June 13
Apr. to June 12
REVENUES
Interest income
P
509
P
1,412
P
509
P
1,412
Equity share in net income of a subsidiaries
Rental Income
244,737
881,506
244,737
149,929
Investment and other income
866,582
113,579
262,996
113,579
1,111,828
996,496
508,242
264,920
1,127,557
2,124,484
151,427
131,743
-
-
-
-
1,127,557
2,124,484
151,427
131,743
15,728
1,127,988
(356,816)
(133,177)
EXPENSES
Operating
Interest and other charges
Equity in net losses of subsidiaries
NET LOSS/(INCOME) BEFORE MINORITY INTEREST
LOSS APPLICABLE TO MINORITY INTEREST
-
IN CONSOLIDATED SUBSIDIARIES
NET LOSS (INCOME)
DEFICIT AT THE BEGINNING OF PERIOD
-
15,728
1,127,988
2,121,885,617
2,114,243,321
PRIOR PERIOD ADJUSTMENT
(356,816)
1,583,111,840
1,582,077,894
2,121,901,345
P
0.00001
-
2,115,371,309
P
0.00011
-
1,582,755,024
P
(0.00023)
-
NOTE
The company discontinue applying the equity method of carrying investment
in shares of stock of Westmont Investment Corporation as the balance of its
cost of investment was already reduced to zero. This resulted to
differences in the deficit between the consolidated and parent company
financial statements.
(133,177)
-
DEFICIT AT END OF PERIOD
LOSS/(INCOME) PER SHARE
-
-
1,581,944,717
P
(0.00009)
UNIOIL RESOURCES AND HOLDINGS COMPANY, INC. AND SUBSIDIARIES
STATEMENTS OF INCOME
FOR THE SIX MONTHS ENDED June 30, 2013
(With Comparative Figures for the period ended June 30, 2012)
Consolidated
06.30.13
Parent Company
06.30.12
06.30.13
06.30.12
REVENUES
Interest income
P
551
P
1,734
P
551
P
1,734
Equity share in net income of a subsidiaries
Rental Income
Investment and other income
247,737
1,797,988
247,737
181,214
1,776,775
113,579
262,996
113,579
2,025,063
1,913,301
511,284
296,527
2,852,534
3,041,289
543,309
563,545
-
-
-
-
2,852,534
3,041,289
543,309
563,545
827,471
1,127,988
32,025
267,018
-
-
-
-
-
-
-
-
827,471
1,127,988
32,025
267,018
EXPENSES
Operating
Interest and other charges
Equity in net losses of subsidiaries
NET LOSS BEFORE MINORITY INTEREST
LOSS APPLICABLE TO MINORITY INTEREST
IN CONSOLIDATED SUBSIDIARIES
PROVISION FOR INCOME TAX- DEFFERED
NET LOSS
EXPIRED PORTION OF DEFERRED CHARGES MCIT
DEFICIT AT THE BEGINNING OF PERIOD
2,115,371,309
2,114,243,321
PRIOR PERIOD ADJUSTMENT
1,581,944,717
2,116,198,780
P
0.00053
-
2,115,371,309
P
0.00073
-
1,581,976,742
P
*Net loss per share is computed by dividing the net loss during the period by the total shares outstanding equivalent to 1,548,824,027.
NOTE
The company discontinue applying the equity method of carrying investment
in shares of stock of Westmont Investment Corporation as the balance of its
cost of investment was already reduced to zero. This resulted to
differences in the deficit between the consolidated and parent company
financial statements.
1,581,677,699
-
DEFICIT AT END OF PERIOD
LOSS PER SHARE*
-
0.00002
-
1,581,944,717
P
0.00017
UNIOIL RESOURCES AND HOLDINGS COMPANY, INC. AND SUBSIDIARY
STATEMENTS OF CASH FLOWS
FOR SIX MONTHS ENDED JUNE 30, 2013
(With Comparative Figures for Six Months Ended June 30, 2012)
Consolidated
06.30.13
Parent
06.30.12
06.30.13
06.30.12
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)
P
(827,472)
P
(1,127,988) P
(32,025)
(267,018)
Adjustments for:
Interest expense
-
Depreciation
-
213,302
Interest income
-
Operating income (loss) before working capital changes
-
167,831
-
(614,170)
-
213,302
-
(960,157)
167,831
-
181,277
(99,187)
Decrease (increase) in:
Installment Receivables
-
Loans
-
-
-
-
Advances and Other Receivable
1,061,878
(47,198)
Prepaid expenses and other current assets
(2,307,973)
(189,616)
0
(31,628)
9,554
(40,595)
Increase (decrease) in:
-
-
-
-
Interest received
Deposit liabilities
-
-
-
-
Interest expense
-
-
-
Accounts payable and accrued expenses
(11,963)
Other Liabilities
80,359
Net cash provided by (used in) operating activities
(1,791,870)
8,539
-
(80,000)
(10,000)
321,974
80,359
321,974
(866,458)
150,008
181,746
CASH FLOWS FROM INVESTING ACTIVITIES
Decrease (increase) in other receivables and other noncurrent
1,171,773
Proceeds from (acquisition of) property and equipment
2,599
(58,154)
Net cash from (used in) investing activities
1,113,618
2,599
359,910
(58,154)
-
(58,154)
359,910
CASH FLOWS FROM FINANCING ACTIVITIES
Minority Interest
Proceeds from advances from other related parties
Net Cash from (used in) financing activities
INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS
CASH & CASH EQUIVALENTS, JANUARY 01
CASH & CASH EQUIVALENTS, June 30
P
-
-
(361,886)
(598,088)
18,219
(587,075)
(361,886)
(598,088)
18,219
(587,075)
(1,040,137)
(1,461,947)
110,073
(45,419)
-
-
-
-
7,204,801
6,865,524
96,167
270,187
6,164,663
5,403,577
206,240
224,768
NOTE
The company discontinue applying the equity method of carrying investment
in shares of stock of Westmont Investment Corporation as the balance of its
cost of investment was already reduced to zero. This resulted to
differences in the deficit between the consolidated and parent company
financial statements.
UNIOIL RESOURCES AND HOLDINGS COMPANY, INC. AND SUBSIDIARIES
STATEMENTS OF CHANGES IN EQUITY
FOR THE PERIOD ENDED June 30, 2013
(With Comparative Figures for June 30 2012)
Consolidated
Amount
Balance as of December 31, 2011
No. of shares
Issued & Outstanding
Subscribed
5,000,000,000
1,548,824,027
16,756,600
Net Loss for the quarter
-
-
-
Balance as of June 30, 2012
5,000,000,000
1,548,824,027
Balance as of December 31, 2012
(548,662,694)
(1,127,988)
(1,127,988)
16,756,600
(2,115,371,309)
(549,790,682)
(2,121,073,874)
(555,493,247)
(827,471)
(827,471)
5,000,000,000
1,548,824,027
16,756,600
-
-
-
Balance as of June 30, 2013
5,000,000,000
1,548,824,027
P
Total
(2,114,243,321)
Net loss for the quarter
P
Deficit
16,756,600
P
(2,121,901,345) P
(556,320,718)
Parent Company
Amount
Balance as of December 31, 2011
No. of shares
Issued & Outstanding
Subscribed
5,000,000,000
1,548,824,027
16,756,600
Net Loss for the quarter
-
-
-
Balance as of June 30, 2012
5,000,000,000
1,548,824,027
Balance as of December 31, 2012
(16,097,072)
(267,018)
(267,018)
16,756,600
(1,581,944,717)
(16,364,090)
(1,582,722,999)
(17,142,372)
(32,025)
(32,025)
5,000,000,000
1,548,824,027
16,756,600
-
-
-
Balance as of June 30, 2013
5,000,000,000
1,548,824,027
NOTE
The company discontinue applying the equity method of carrying investment
in shares of stock of Westmont Investment Corporation as the balance of its
cost of investment was already reduced to zero. This resulted to
differences in the deficit between the consolidated and parent company
financial statements.
P
Total
(1,581,677,699)
Net loss for the quarter
P
Deficit
16,756,600
P
(1,582,755,024) P
(17,174,397)