<PAGE>
Exhibit 4
---------
Panagra International Corp.
(Formerly United Network Technologies Inc.)
( A Development Stage Company)
Notes to Financial Statements
March 31, 2000
Note 1 - Organization and Summary of Significant Accounting Policies
Organization:
On February 29, 1996, Panagra International Corp. ("the Company") (Formerly
United Network Technologies, Inc.) was incorporated under the laws of the State
of New York. The Company was founded for acquiring and developing internet
technology and content. As a result of the merger detailed below the company
will no longer focus on its core business of Internet Technology. The company
may engage in any business, which is permitted by the New York Business
Corporation Act. The Company is seeking additional entities to acquire in order
to complete its business plan.
Development Stage:
The Company is currently in the development stage and has no significant
operations to date.
Income Taxes:
Income taxes are provided for the tax effects of transactions reported in the
financial statements and consist of taxes currently due plus deferred taxes
related primarily to differences between the recorded book basis and tax basis
of assets and liabilities for financial and income tax reporting. The deferred
tax assets and liabilities represent the future tax return consequences of those
differences, which will either be taxable or deductible when the assets and
liabilities are recovered or settled. Deferred taxes are also recognized for
operating losses that are available to offset future taxable income and tax
credits that are available to offset federal income taxes.
Due to the Company's net operating losses in the fiscal years ended December 31,
1998 and 1997 of 113,577 and 128,281 respectively and for the year ended
December 31, 1999 of 650,609, there are no income taxes currently due. As of
December 31, 1999 the Company has a deferred tax asset of $ 0. Due to recurring
losses the company has a zero valuation allowance.
Statement of Cash Flows:
For purposes of the statement of cash flows, the Company considers demand
deposits and highly liquid-debt instruments purchased with a maturity of three
months or less to be cash equivalents.
Cash paid for interest and taxes in the period ended March 31, 2000 was $ -0-.
Net (Loss) Per Common Share:
The net (loss) per common share is computed by dividing the net (Loss) for the
period by the weighted average number of shares outstanding at March 31, 2000
and December 31, 1999, 1998 and 1997.
<PAGE>
Panagra International Corp.
(Formerly United Network Technologies Inc.)
( A Development Stage Company)
Notes to Financial Statements
March 31, 2000
Note 2 - Capital Stock
Common Stock (See Note 3):
The Company initially authorized 2,000,000 shares of par value $.01 common
stock, the rights and preferences of which to be determined by the Board of
Directors at the time of issuance. On October 2, 1998 the companies board of
directors unanimously voted to amend the Certificate of Incorporation to
increase the number of authorized shares of common stock of the Company from
2,000,000 to 40,000,000 shares.
An amount of 1,680,000 shares of common stock were issued to Elie Saltoun and
affiliates at a price of $0.18 per share in compensation for advances and
services rendered. This transaction reflects that there are no liabilities
concerned with the advance payments by the above mentioned.
Note 3 - Merger of United Network Technologies, Inc.
On October 2, 1998 the shareholders of Panagra International Corp. (Formerly
United Network Technologies Inc.) unanimously voted to the Plan of Merger with
Panagra International Corporation a Delaware Corporation and Companhia
Exporadora De Castanha, (CEC) a Brazilian corporation. The Shareholders of the
Company unanimously voted to the amendment of the Certificate of Incorporation
to increase the number of authorized shares of the company from 2,000,000 to
40,000,000. The Shareholders also unanimously voted to change the name of the
company from United Network Technologies to Panagra International Corp. The
company also unanimously voted to elect a 5 for 1 split of the Company's common
stock prior to merger.
A rescission of 17, 452,335 shares Panagra International Corp.'s common Stock
took place on August 25, 1999 due to the dissolution of Companhia Exportadora De
Castanha. A transaction in which Companhia Exportadora De Castanha surrendered
its share of ownership in Panagra International Corp.
Note 4 - Related Party Events
The Company presently maintains its principal offices at 515 Madison Avenue, New
York, NY 10020.
Item 2 - Management's Discussion and Analysis or Plan of Operation
Results of Operations
For the three months ended March 31, 2000 and March 31, 1999, the Company
incurred a net income of $25.00 and a net loss of $129,991 respectively.
Explanations of these results are set forth below.
Revenue
For the three months ended March 31, 2000, the Company recorded interest revenue
of $25.00 as compared to revenue from operations of $0.00 for the three months
ended March 31, 1999.
<PAGE>
Panagra International Corp.
(Formerly United Network Technologies Inc.)
(A Development Stage Company)
Notes to Financial Statements
March 31, 2000
Expenses
General and Administrative
General and administrative costs consist primarily of professional and
consulting fees. Significant costs are attributed to the Company becoming a
reporting public company. This status will increase audit and legal costs
significantly. In relation to the Company becoming a public company, the cost of
corporate relations will also increase as quarterly reports and other investor
information is required.
The Company incurred no expenses during the period ended March 31, 2000 compared
to $129,991 for the three months ended March 31, 1999. This was due to the
cessation of operations in January 1999.
Liquidity and Capital Resources
During the three months ended March 31, 2000, the Company used cash $273
compared to the three months ended March 31, 1999 of approximately $129,991.
This cash was generated from contributions made by Elie Saltoun , which will be
converted to stock in the second quarter of the fiscal year. During the three
months ended March 31, 1999 the Company used cash for operations of
approximately $129,991. Cash used for operations for the three months ended
March 31, 1999 resulted from the Company's net loss of approximately $129,991.
At March 31, 2000, the Company had current assets of $1,610 and current
liabilities of $55,679.
Implementation of the Company's business plan may require capital resources
substantially greater than those currently available to the Company. The Company
may determine, depending on the opportunities available to it, to seek
additional debt or equity financing to fund the cost of acquiring an operating
entity. There can no assurance that additional equity financing will be
available. If neither additional debt or equity financing is available, the
Company might seek loans. In addition, the Company might seek some sort of
strategic alliance with another company that would provide equity to the
company.
To the extent that the Company finances expansion through the issuance of
additional equity securities, any such issuance would result in dilution of the
interests of the Company's stockholders. Additionally, to the extent that the
Company incurs indebtedness or issues debt securities to finance expansion
activities, it will be subject to all of the risks associated with incurred
substantial indebtedness, including the risks that interest rates may fluctuate
and cash flow may be insufficient to pay the principal of, and interest on, any
such indebtedness.
Inflation
The Company believes that the impact of inflation and changing prices on its
operations since commencement of operations has minimal.
<PAGE>
Seasonality
The Company does not deem its revenues to be seasonal and any effect would be
immaterial.
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is not a party to any legal proceedings.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. EXHIBIT REPORT ON FORM 8-K
(a) Exhibits
Exhibit No. Description
3.1 Articles of Incorporation of PanAgra International Corp. (1)
3.2 By-Laws of PanAgra International Corp. (1)
3.3 Financial Data Schedule*
(I) Incorporated by reference from the Form 10-SB filed by the Company on March
31, 2000.
Filed herewith.
(b) Reports on Form8-K
There were no reports on Form 8-K filed by the Company during the three
months ended March 31, 2000.
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
PANAGRA INTERNATIONAL CORP.
Date: June 15, 2000 Elie Saltoun
------------- ---------------------------------
Chief Executive Officer
