<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS
Under Section 12(b) or (g) of the Securities Exchange Act of 1934
PanAgra International Corp.
---------------------------
(Name of Small Business Issuer in its charter)
New York 13-3874771
------------------------------- -------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
515 Madison Ave, 21st Floor, New York, NY 10022
-----------------------------------------------
(Address of principal executive offices) (Zip code)
Issuer's telephone number (212) 829-0905
--------------
Securities to be registered under Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
------------------- ------------------------------
None N/A
Securities to be registered under Section 12(g) of the Act:
Common Stock, $.01 par value
----------------------------
(Title of class)
<PAGE>
PanAgra International Corp.
Form 10-SB
<TABLE>
<CAPTION>
Table of Contents Page
<S> <C>
Part I
Item 1. Description of Business 3
Item 2. Management's Discussion and Analysis or Plan of Operations 15
Item 3. Description of Property 16
Item 4. Security Ownership of Certain Beneficial Owners and Management 16
Item 5. Directors, Executive Officers, Promoters, and Control Persons. 17
Item 6. Executive Compensation 18
Item 7. Description for Officers, Directors, Promoters, or Affiliates 18
Item 8. Description of Securities 19
Part II
Item 1. Market Price and Dividends on the Registrant's Common 20
Equity and other Shareholder Matters.
Item 2. Legal Proceedings 20
Item 3. Changes in and Disagreements with Accountants. 20
Item 4. Recent Sales of Unregistered Securities 20
Item 5. Indemnification of Directors and Officers 20
Item 6. Signature Page of officers of the Company 22
Part F/S
Exhibit 1. Independent Auditors Report and Financial Statements F-1
Exhibit 2. 2.1 Articles of Incorporation
2.2 By-Laws of the Company
Exhibit 3. Certificate of Good Standing
</TABLE>
2
<PAGE>
PART 1
Item 1. Description of Business.
On February 29. 1996, Panagra International Corp. ("the Company" or
"PNGR") (Formerly United Network Technologies, Inc.) was incorporated under the
laws of the State of New York. Panagra International Corporation acquired United
Network Technology in October 1998 with changes in control and ownership with
present management. 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. PNGR is in the development stage with no significant assets or
liabilities and has been essentially inactive, except for organizational
activities and the private placement offering described below.
The Company has generally been inactive since inception. Its only activities
have been organizational ones, directed at developing its business plan and
conducting a limited search for business opportunities. The Company has not
commenced commercial operations. The Company has no full-time employees and owns
no real estate or personal property.
Plan of Reorganization and Corporate Separation
Agreement April 22, 1999 by and among Panagra International
Corporation, a New York Corporation; and CEC-Companhia Exportador De Castanha.
("CEC") a Brazilian Corporation
The Company owned, 2,365,576 shares of common stock and 4,074,180
shares of preferred stock of CEC (the "Acquired Stock") which represented 80% of
the outstanding common and preferred stock of CEC. The Company acquired the
common and preferred Stock pursuant to an agreement and Plan of Merger dated
September 2, 1998 ("the Merger Agreement"). The Acquired Stock was previously
owned by the former CEC shareholders prior to the series of transactions that
cumulated in the Merger Agreement.
The Economic substance contemplated by the merger was frustrated by,
among other things, the failure of CEC to timely provide vital information
regarding its financial conditions as required under the Securities Exchange Act
1934 and the regulations thereunder and perform certain of its other
obligations. Failure to provide this information placed Panagra in immanent
danger of being delisted and posed a grave economic threat to its well being.
The Board of Directors of Panagra determined that its in the best interest of
Panagra to rescind and reverse to the extent practicable the transaction set
forth in the Merger Agreement. It was the desire of all the parties to execute
such a recession and to separate the business of CEC from the business with
Panagra, the recission was effectively executed August 24th, 1999.
Forward-Looking Statement
This registration Statement contains certain forward-looking statements
and information relating to PanAgra International Corp. that are based on the
beliefs of its management as well as assumptions made by and information
currently available to its management. When used in this report, the words
"anticipate", "believe", "expect", "intend", "plan" and similar expression, as
they relate to PanAgra International Corp. to its management, are intended to
identify forward looking statements. These statements reflect management's
current view of PanAgra International Corp. concerning future events and are
subject to certain risks, uncertainties and assumptions, including among many
others: a general economic downturn; a downturn in the securities market; a
general lack of interest for any reason in going public by means of transactions
involving public blank check companies; federal or state laws or regulations
having an adverse effect on blank check companies, Securities and exchange
Commission regulations which affect trading in the securities of "penny stocks,"
and other risks and uncertainties.
Should any of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary materially form
those described in this report as anticipated, estimated or expected. Readers
should realize that PanAgra International Corp. is in the development stage,
with only
3
<PAGE>
very limited assets, and that for PanAgra International Corp. to succeed
requires that it either originate a successful business (for which it lacks the
funds) or acquire a successful business. PanAgra International Corp. realization
of its business aims as stated herein will depend in the near future principally
on the successful completion of its acquisition of a business, as discussed
below.
Exchange Act Registration
The Company has elected to initiate the process of voluntarily becoming
a reporting Company under the Securities and Exchange Commission ("SEC" or
"Commission") in order to register PNGR's common stock under 12(g) of the
Securities Exchange Act of 1934, as amended ("Exchange Act"). Upon effectiveness
of this registration statement, PNGR will be required to file quarterly, annual,
and other reports and other information with the SEC as required by the Exchange
Act. Management believes it is in the shareholders best interests for PNGR to
register under the exchange act, in order that PNGR's common stock can be quoted
on the OTC Bulletin Board. Additionally, management believes that potential
combination candidates will find PNGR more attractive as a public blank check
company if it is subject to exchange reporting requirements and files annual and
quarterly financial statements with the SEC. If PNGR duty to file reports under
the Exchange Act is suspended, PNGR intends to none the less continue filing
reports on a voluntary basis.
Investigation and Selection of Business Opportunities
To a large extent, a decision to participate in a specific business
opportunity may be made upon management's analysis of the quality of the other
Company's management and personnel, the anticipated acceptability of new
products or marketing concepts, the merit of technological changes, the
perceived benefit the business opportunity will derive from becoming a publicly
held entity, and numerous other factors which are difficult, if not impossible,
to analyze through the application of any objective criteria. In many instances,
it is anticipated that the historical operations of a specific business
opportunity may not necessarily be indicative of the potential for the future
because of a variety of factors, including, but not limited to, the possible
need to expand substantially, shift marketing approaches, change product
emphasis, change or substantially augment management, raise capital and the
like.
It is anticipated that the Company will not be able to diversify, but
will essentially be limited to the acquisition of one business opportunity
because of the Company's limited financing. This lack of diversification will
not permit the Company to offset potential losses from one business opportunity
against profits from another, and should be considered an adverse factor
affecting any decision to purchase the Company's securities.
Certain types of business acquisition transactions may be completed
without any requirement that the Company first submit the transaction to the
stockholders for their approval. In the event the proposed transaction is
structured in such a fashion that stockholder approval is not required, holders
of the Company's securities (other than principal stockholders holding a
controlling interest) should not anticipate that they will be provided with
financial statements or any other documentation prior to the completion of the
transaction. Other types of transactions require prior approval of the
stockholders.
In the event a proposed business combination or business acquisition
transaction is structured in such a fashion that prior stockholder approval is
necessary, the Company will be required to prepare a Proxy or Information
Statement describing the proposed transaction, file it with the Securities and
Exchange Commission for review and approval, and mail a copy of it to all
Company stockholders prior to holding a stockholders meeting for purposes of
voting on the proposal. Minority shareholders who do not vote in favor of a
proposed transaction will then have the right, in the event the transaction is
approved by the required number of stockholders, to exercise statutory
dissenters rights and elect to be paid the fair value of their shares.
The analysis of business opportunities will be undertaken by or under
the supervision of the Company's officers and directors, none of whom are
professional business analysts (See "Management"). Although there are no current
plans to do so, Company management might hire an outside consultant to
4
<PAGE>
assist in the investigation and selection of business opportunities, and might
pay a finder's fee. Since Company management has no current plans to use any
outside consultants or advisors to assist in the investigation and selection of
business opportunities, no policies have been adopted regarding use of such
consultants or advisors, the criteria to be used in selecting such consultants
or advisors, the services to be provided, the term of service, or the total
amount of fees that may be paid. However, because of the limited resources of
the Company, it is likely that any such fee the Company agrees to pay would be
paid in stock and not in cash.
Otherwise, in analyzing potential business opportunities, Company
management anticipates that it will consider, among other things, the following
factors:
(1) Potential for growth and profitability, indicated by new
technology, anticipated market expansion, or new products;
(2) The Company's perception of how any particular business
opportunity will be received by the investment community and by
the Company's stockholders;
(3) Whether, following the business combination, the financial
condition of the business opportunity would be, or would have a
significant prospect in the foreseeable future of becoming,
sufficient to enable the securities of the Company to qualify for
listing on an exchange or on a national automated securities
quotation system, such as NASDAQ, so as to permit the trading of
such securities to be exempt from the requirements of Rule 15g-9
adopted by the Securities and Exchange Commission (See "Risk
Factors - The Company - Regulations of Penny Stocks").
(4) Capital requirements and anticipated availability of required
funds, to be provided by the Company or from operations, through
the sale of additional securities, through joint ventures or
similar arrangements, or from other sources;
(5) The extent to which the business opportunity can be advanced;
(6) Competitive position as compared to other companies of similar
size and experience within the industry segment as well as within
the industry as a whole;
(7) Strength and diversity of existing management, or management
prospects that are scheduled for recruitment;
(8) The cost of participation by the Company as compared to the
perceived tangible and intangible values and potential; and
(9) The accessibility of required management expertise, personnel,
raw materials, services, professional assistance, and other
required items.
In regard to the possibility that the shares of the Company
would qualify for listing on NASDAQ, the current standards for
initial listing include, among other requirements, that the
Company (1) have net tangible assets of at least $4.0 million, or
a market capitalization of $50.0 million, or net income of not
less that $0.75 million in its latest fiscal year or in two of
the last three fiscal years; (2) have a public float (i.e.,
shares that are not held by any officer, director or 10%
stockholder) of at least 1.0 million shares; (3) have a minimum
bid price of at least $4.00; (4) have at least 300 round lot
stockholders (i.e., stockholders who own not less than 100
shares); and (5) have an operating history of at least one year
or have a market capitalization of at least $50 million. Many,
and perhaps most, of the business opportunities that might be
potential candidates for a combination with the Company would not
satisfy the NASDAQ listing criteria.
5
<PAGE>
No one of the factors described above will be controlling in the
selection of a business opportunity, and management will attempt to analyze all
factors appropriate to each opportunity and make a determination based upon
reasonable investigative measures and available data. Potentially available
business opportunities may occur in many different industries and at various
stages of development, all of which will make the task of comparative
investigation and analysis of such business opportunities extremely difficult
and complex. Potential investors must recognize that, because of the Company's
limited capital available for investigation and management's limited experience
in business analysis, the Company may not discover or adequately evaluate
adverse facts about the opportunity to be acquired.
The Company is unable to predict when it may participate in a business
opportunity. It expects, however, that the analysis of specific proposals and
the selection of a business opportunity may take several months or more.
Prior to making a decision to participate in a business opportunity,
the Company will generally request that it be provided with written materials
regarding the business opportunity containing as much relevant information as
possible. Including, but not limited to, such items as a description of
products, services and Company history; management resumes; financial
information; available projections, with related assumptions upon which they are
based; an explanation of proprietary products and services; evidence of existing
patents, trademarks, or service marks, or rights thereto; present and proposed
forms of compensation to management; a description of transactions between such
Company and its affiliates during the relevant periods; a description of present
and required facilities;, an analysis of risks and competitive conditions; a
financial plan of operation and estimated capital requirements; audited
financial statements, or if they are not available, unaudited financial
statements, together with reasonable assurance that audited financial statements
would be able to be produced within a reasonable period of time not to exceed 60
days following completion of a merger or acquisition transaction; and the like.
As part of the Company's investigation, the Company's executive
officers and directors may meet personally with management and key personnel,
may visit and inspect material facilities, obtain independent analysis or
verification of certain information provided, check references of management and
key personnel, and take other reasonable investigative measures, to the extent
of the Company's limited financial resources and management expertise.
It is possible that the range of business opportunities that might be
available for consideration by the Company could be limited by the impact of
Securities and Exchange Commission regulations regarding purchase and sale of
"penny stocks." The regulations would affect, and possibly impair, any market
that might develop in the Company's securities until such time as they qualify
for listing on NASDAQ or on an exchange which would make them exempt from
applicability of the "penny stock" regulations. See "Risk Factors -- Regulation
of Penny Stocks."
Company management believes that various types of potential merger or
acquisition candidates might find a business combination with the Company to be
attractive. These include acquisition candidates desiring to create a public
market for their shares in order to enhance liquidity for current stockholders,
acquisition candidates which have long-term plans for raising capital through
public sale of securities and believe that the possible prior existence of a
public market for their securities would be beneficial, and acquisition
candidates which plan to acquire additional assets through issuance of
securities rather than for cash, and believe that the possibility of development
of a public market for their securities will be of assistance in that process.
Acquisition candidates, which have a need for an immediate cash infusion, are
not likely to find a potential business combination with the Company to be an
attractive alternative.
6
<PAGE>
The Company is a "blind pool" or "blank check" Company, whose business
plan is to seek, investigate, and if warranted, acquire one or more properties
or businesses, and to pursue other related activities intended to enhance
shareholder value. The acquisition of a business opportunity may be made by
purchaser, merger, and exchange of stock, or otherwise, and may encompass assets
or a business entity, such as a corporation, joint venture, or partnership. The
Company has very limited capital, and it is unlikely that the Company will be
able to take advantage of more than one such business opportunity. The Company
intends to seek opportunities demonstrating the potential of long-term growth as
opposed to short-term earnings. However, at the present time, the Company has
not identified any business opportunity that it plans to pursue, nor has the
Company reached any agreement or definitive understanding with any person
concerning an acquisition. Presently the Company's stock is trading on the
NASDAQ (OTC-BB) under the symbol (PNGR).
Alternatively, the Company may be referred to as a "trading shell
corporation." Shell corporations have zero or nominal assets and typically no
stated or contingent liabilities. Private companies wishing to become publicly
trading may wish to merge with a shell (a "reverse merger") whereby the
shareholders of the private Company become the majority of the shareholders of
the combined Company. The private Company may purchase for cash all or a portion
of the common share of the shell corporation from its major stockholders.
Typically, the Board and officers of the private Company become the new Board
and officers of the combined Company and often the name of the private Company
becomes the name of the combined Company.
Prior to the effective date of this registration statement, it is
anticipated that the Company's officers and directors will contact
broker-dealers and other persons with whom they are acquainted who are involved
with corporate finance matters to advise them of the Company's existence and to
determine if any companies or businesses that they represent have a general
interest in considering a merger or acquisition with a blind pool or blank check
or shell entity. No direct discussions regarding the possibility of merger are
expected to occur until after the effective date of this registration statement.
No assurance can be given that the Company will be successful in finding or
acquiring a desirable business opportunity, given the limited funds that are
expected to be available for acquisitions. Furthermore, no assurance can be
given that any acquisition, which does occur, will be on terms that are
favorable to the Company or its current stockholders.
The Company's search will be directed toward small and medium-sized
enterprises, which have a desire to become public corporations. In addition
these enterprises may wish to satisfy, either currently or in the reasonably
near future, the minimum tangible asset requirement in order to qualify shares
for trading on NASDAQ or on an exchange such as the American Stock Exchange.
(See "Investigation and Selection of Business Opportunities"). The Company
anticipates that the business opportunities presented to it will (i) either be
in the process of formation, or be recently organized with limited operating
history or a history of losses attributable to under-capitalization or other
factors; (ii) experiencing financial or operating difficulties; (iii) be in need
of funds to develop new products or services or to expand into a new market, or
have plans for rapid expansion through acquisition of competing businesses; (iv)
or other similar characteristics. The Company intends to concentrate its
acquisition efforts on properties or businesses that it believes to be
undervalued or that it believes may realize a substantial benefit from being
publicly owned. Given the above factors, investors should expect that any
acquisition candidate may have little or no operating history, or a history of
losses or low profitability.
The Company does not propose to restrict its search for investment
opportunities to any particular geographical area or industry, and may,
therefore, engage in essentially any business, to the extent of its limited
resources. This included industries such as service, finance, natural resources,
manufacturing, high technology, product development, medical, communications and
others. The Company's discretion in the selection of business opportunities is
unrestricted, subject to the availability of such opportunities, economic
conditions, and other factors.
7
<PAGE>
As a consequence of this registration of its securities, any entity,
which has an interest in being acquired by, or merging into the Company, is
expected to be an entity that desires to become a public Company and establish a
public trading market for its securities. In connection with such a merger or
acquisition, it is highly likely that an amount of stock constituting control of
the Company would either be issued by the Company or be purchased from the
current principal stockholders of the Company by the acquiring entity or its
affiliates. If stock is purchased from the current principal stockholders, the
transaction is very likely to be a private transaction rather than a public
distribution of securities, but is also likely to result in substantial gains to
the current principal stockholders relative to their purchase price for such
stock. In the Company's judgment, none of the officers and directors would
thereby become an "underwriter" within the meaning of the Section 2(11) of the
Securities Act of 1933, as amended as long as the transaction is a private
transaction rather than a public distribution of securities. The sale of a
controlling interest by certain principal shareholders of the Company would
occur at a time when minority stockholders are unable to sell their shares
because of the lack of a public market for such shares.
Depending upon the nature of the transaction, the current officers and
directors of the Company may resign their management and board positions with
the Company in connection with a change of control or acquisition of a business
opportunity (See"Form of Acquisition," below, and "Risk Factors -- The Company
- -- Lack of Continuity of Management"). In the event of such a resignation, the
Company's current management would thereafter have no control over the conduct
of the Company's business.
It is anticipated that business opportunities will come to the
Company's attention from various sources, including its officers and directors,
its other stockholders, professional advisors such as attorneys and accountants,
securities broker-dealers, venture capitalists, members of the financial
community, and others who may present unsolicited proposals. The Company has no
plan, understandings, agreements, or commitments with any individual for such
person to act as a finder of opportunities for the Company.
The Company does not foresee that it will enter into a merger or
acquisition transaction with any business with which its officers or directors
are currently affiliated. Should the Company determine in the future, contrary
to the forgoing expectations, that a transaction with an affiliate would be in
the best interests of the Company and its stockholders, the Company is, in
general, permitted by New York law to enter into a transaction if:
(1) The material facts as to the relationship or interest of the
affiliate and as to the contract or transaction are disclosed or
are known to the Board of Directors, and the Board in good faith
authorizes, approves or ratifies the contract or transaction by the
affirmative vote of a majority of the disinterested directors, even
though the disinterested directors constitute less than a quorum;
or
(2) The material facts as to the relationship or interest of the
affiliate and as to the contract or transaction are disclosed or
are known to the stockholders entitled to vote thereon, and the
contract or transaction is specifically authorized, approved or
ratified in good faith by vote of the stockholders; or
(3) The contract or transaction is fair as to the Company as of the
time it is authorized, approved or ratified, by the Board of
Directors or the stockholders.
Form of Acquisition
It is impossible to predict the manner in which the Company may
participate in a business opportunity. Specific business opportunities will be
reviewed as well as the respective needs and desires of the Company and the
promoters of the opportunity and, upon the basis of the review and the relative
negotiating strength of the Company and such promoters, the legal structure or
method deemed by management to be suitable will be selected. Such structure may
8
<PAGE>
include, but is not limited to leases, purchase and sale agreements, licenses,
joint ventures and other contractual arrangements. The Company may act directly
or indirectly through an interest in a partnership, corporation or other form of
organization. Implementing such structure may require the merger, consolidation
or reorganization of the Company with other corporations or forms of business
organization. In addition, the present management and stockholders of the
Company most likely will not have control of a majority of the voting stock of
the Company following a merger or reorganization transaction. As part of such a
transaction, the Company's existing directors may resign and new directors may
be appointed without any vote by stockholders.
It is likely that the Company will acquire its participation in a
business opportunity through the issuance of Common Stock or other securities of
the Company. Although the terms of any such transaction cannot be predicted, it
should be noted that in certain circumstances the criteria for determining
whether or not an acquisition is a so-called "tax free" reorganization under the
Internal Revenue Code of 1986 as amended, depends upon the issuance to the
stockholders of the acquired Company of a controlling interest (i.e., 80% or
more) of the common stock of the combined entities immediately following the
reorganization. If a transaction were structured to take advantage of these
provisions rather than other "tax free" provisions provided under the Internal
Revenue Code, the Company's current stockholders would retain in the aggregate
20% or less of the total issued and outstanding shares. This could result in
substantial additional dilution in the equity of those who were stockholders of
the Company prior to such reorganization. Any such issuance of additional shares
might also be done simultaneously with a sale or transfer of shares representing
a controlling interest in the Company by the current officers, directors and
principal stockholders. See "Description of Business -- General."
It is anticipated that any new securities issued in any reorganization
would be issued in reliance upon one or more exemptions from registration under
applicable federal and state securities laws to the extent that such exemptions
are available. In some circumstances, however, as a negotiated element of the
transaction, the Company may agree to register such securities either at the
time the transaction is consummated or under certain conditions at specified
times thereafter. The issuance of substantial additional securities and their
potential sale into any trading market that might develop in the Company's
securities may have a depressive effect upon such market.
The Company will participate in a business opportunity only after the
negotiation and execution of a written agreement. Although the terms of such
agreement cannot be predicted, generally such an agreement would require
specific representations and warranties by all of the parties thereto, specify
certain events of default, detail the terms of closing and the conditions which
must be satisfied by each of the parties thereto prior to such closing, outline
the manner of bearing costs if the transaction is not closed, set forth remedies
upon default, and include miscellaneous other terms.
As a general matter, the Company anticipates that it, and/or its
principal stockholders will enter into a letter of intent with the management,
principals or owners of a prospective business opportunity prior to signing a
binding agreement. Such a letter of intent will set forth the terms of the
proposed acquisition but will not bind any of the parties to consummate the
transaction. Execution of a letter of intent will by no means indicate that
consummation of an acquisition is probable. Neither the Company nor any of the
other parties to the letter of intent will be bound to consummate the
acquisition unless and until a definitive agreement is executed. Even after a
definitive agreement is executed, it is possible that the acquisition would not
be consummated should any party elect to exercise any right provided in the
agreement to terminate it on specific grounds.
9
<PAGE>
It is anticipated that the investigation of specific business
opportunities and the negotiation, drafting and execution of relevant
agreements, disclosure documents and other instruments will require substantial
management time and attention and substantial costs for accountants, attorneys
and others. If a decision is made not to participate in a specific business
opportunity, the costs incurred in the related investigation would not be
recoverable. Moreover, because many providers of goods and services require
compensation at the time or soon after the goods and services are provided, the
inability of the Company to pay until an indeterminate future time may make it
impossible to produce goods and services.
Investment Company Act and Other Regulation
The Company may participate in a business opportunity by purchasing,
trading or selling the securities of such business. The Company does not,
however, intend to engage primarily in such activities. Specifically, the
Company intends to conduct its activities so as to avoid being classified as an
"Investment Company" under the Investment Company Act of 1940 (the "Investment
Act"), and therefore to avoid application of the costly and restrictive
registration and other provisions of the Investment Act, and the regulations
promulgated thereunder.
The Company's plan of business may involve changes in its capital
structure, management, control and business, especially if it consummates the
reorganization as discussed above. Each of these areas is regulated by the
Investment Act, in order to protect purchasers of Investment Company securities.
Since the Company will not register as an Investment Company, stockholders will
not be afforded these protections.
Competition
The Company expects to encounter substantial competition in its efforts
to locate attractive business combination opportunities. The competition may in
part come from business development companies, venture capital partnerships and
corporations, small investment companies, brokerage firms, and the like. Some of
these types of organizations are likely to be in a better position than the
Company to obtain access to attractive business acquisition candidates either
because they have greater experience, resources and managerial capabilities than
the Company, because they are able to offer immediate access to limited amounts
of cash, or for a variety of other reasons. The Company also will experience
competition from other public "blind pool" companies, some of which may also
have funds available for use by an acquisition candidate.
Administrative Offices
The Company currently maintains an office at 515 Madison Ave, Suite
2100, New York, NY 10022. The Company's telephone number there is (212)
355-3932. Other than this mailing address, the Company does not currently
maintain any other office facilities, and does not anticipate the need for
maintaining any other office facilities at any time in the foreseeable future.
The Company pays approximately $3,200 in rent and other related office fees per
month which is funded by the one of the Company officers and largest
shareholders.
Employees
The Company is in the development stage and currently has no employees.
Management of the Company expects to use consultants, attorneys and accountants
as necessary, and does not anticipate a need to engage any full-time employees
so long as it is seeking and evaluating business opportunities. The need for
employees and their availability will be addressed in connection with the
decision whether or not to acquire or participate in specific business
opportunities.
10
<PAGE>
Risk Factors
A. Conflicts of Interest. Certain conflicts of interest exist between
the Company and its officers and directors. They have other business
interests to which they currently devote attention, and are expected
to continue to do so. As a result, conflicts of interest may arise
that can be resolved only through their exercise of judgement in a
manner which is consistent with their fiduciary duties to the
Company. See "Management," and "Conflicts of Interest."
It is anticipated that the Company's principal shareholders may
actively negotiate or otherwise consent to the purchase of a portion
of their common stock as a condition to, or in connection with, a
proposed merger or acquisition transaction. In this process, the
Company's principal shareholders may consider their own personal
pecuniary benefit rather than the best interest of other Company
shareholders. Depending upon the nature of a proposed transaction,
Company shareholders other than the principal shareholders may not
be afforded the opportunity to approve or consent to a particular
transaction. See "Conflicts of Interest."
B. Possible Need for Additional Financing. The Company has very limited
funds, and such funds, may not be adequate to take advantage of any
available business opportunities. Even if the Company's currently
available funds prove to be sufficient to pay for its operations
until it is able to acquire an interest in, or complete a
transaction with, a business opportunity, such funds will clearly
not be sufficient to enable it to exploit the opportunity. Thus, the
ultimate success of the Company will depend, in part, upon its
availability to raise additional capital. In the event that the
Company requires modest amounts of additional capital to fund its
operations until it is able to complete a business acquisition or
transaction, such funds, are expected to be provided by the
principal shareholders. However, the Company has not investigated
the availability, source, or terms that might govern the acquisition
of the additional capital which is expected to be required in order
to exploit a business opportunity, and will not do so until it has
determined the level of need for such additional financing. There is
no assurance that additional capital will be available from any
source or, if available, that it can be obtained on terms acceptable
to the Company. If not available, the Company's operations will be
limited to those that can be financed with its modest capital.
C. Regulations of Penny Stocks. The Company's securities, when
available for trading on the NASDAQ (OTC-BB) as a reporting company,
will be subject to a Securities and Exchange Commission rule that
impose special sales practice requirements upon broker-dealers who
sell such securities to persons other than established customers or
accredited investors. For purpose of the rule, the phrase
"accredited investor" means, in general terms, institutions with
assets in excess of $5,000,000, or individuals having a net worth in
excess of $1,000,000 or having an annual income that exceeds
$200,000 (or that, when combined with a spouse's income, exceeds
$300,000). For transactions covered by the rule, the broker dealer
must make special suitability determination for the purchaser and
receive the purchasers written agreement to the transaction prior to
the sale. Consequently, the rule may affect the ability of
broker-dealers to sell the Company's securities and also may affect
the ability of purchasers of the Company's securities to sell such
securities in any market that might develop therefor.
11
<PAGE>
In addition, the Securities and Exchange Commission has adopted a
number of rules to regulate "penny stocks." Such rules include Rule
3a51-1 under the Securities Act of 1933, an Rules 15g-1, 15g-2,
15g-3, 15g-4, 15g-5, 15g-6, and 15g-7 under the Securities Exchange
Act of 1934, as amended. Because the securities of the Company may
constitute "penny stocks" within the meaning of the rules, the rules
would apply to the Company and to its securities. The rules may
further affect the ability of the Company's shareholders to sell
their shares in any public market, which might develop.
Shareholders should be aware that, according to Securities and
Exchange Commission Release No. 34-29093, the market for penny
stocks has suffered in recent years form patterns of fraud and
abuse. Such patterns include (I) control of the market for the
security by one or a few broker-dealers that are often related to
the promoter or issuer; (ii) manipulation of prices through
prearranged matching of purchases and sales and false and misleading
press releases; (iii) "boiler room" practices involving
high-pressure sales tactics and unrealistic price projections by
inexperienced sales persons; (iv) excessive and undisclosed bid-ask
differential and markups by selling broker-dealers; and (v) the
wholesale dumping of the same securities by promoters and broker
dealers after prices have been manipulated to a desired level, along
with the resulting inevitable collapse of those prices and with
consequent investor losses. The Company's management is aware of the
abuses that have occurred historically in the penny stock market.
Although the Company does not expect to be in a position to dictate
the behavior of the market or of broker dealers who participate in
the market, management will strive within the confines of practical
limitations to prevent the described patterns form being established
with respect to the Company's securities.
D. No Operating History. The Company was formed in February 29, 1996,
for the purpose of registering its common stock under the 1934 Act
and acquiring a business opportunity. The Company has no operating
history, revenues from operations, or assets other than a modest
amount of cash from private sales of stock. The Company faces all of
the risks of a new business and the special risks inherent in the
investigation, acquisition, or involvement in a new business
opportunity. The Company must be regarded as a new or "start-up"
venture with all of the unforeseen costs, expenses, problems, and
difficulties to which such ventures are subject.
E. No Assurance of Success or Profitability. There is no assurance that
the Company will acquire a favorable business opportunity. Even if
the Company should become involved in a business opportunity, there
is no assurance that it will generate revenues or profits, or that
the market price of the Company's outstanding shares will be
increased thereby.
F. Possible Business - Not Identified and Highly Risky. The Company has
not identified and has no commitments to enter into or acquire a
specific business opportunity. As a result, it is only able to make
general disclosures concerning the risks and hazards of acquiring a
business opportunity, rather than providing disclosure with respect
to specific risks and hazards relating to a particular business
opportunity. As a general matter, prospective investors can expect
any potential business opportunity to be quite risky. See Item 1 "
Description of Business."
G. Type of Business Acquired. The type of business to be acquired may
be one that desires to avoid effecting its own public offering and
the accompanying expense, delays, uncertainties, and federal and
state requirements which purport to protect investors. Because of
the Company's limited capital, it is more likely than not that any
acquisition by the Company will involve other parties whose primary
interest is the acquisition of control of a publicly traded Company.
Moreover, any business opportunity acquired may be currently
unprofitable or present other negative factors.
12
<PAGE>
H. Impracticability of Exhaustive Investigation. The Company's limited
funds and lack of full-time management will make it impracticable to
conduct a complete and exhaustive investigation and analysis of a
business opportunity before the Company commits its capital or other
resources thereto. Management decisions, therefore, will likely be
made without detailed feasibility studies, independent analysis,
market surveys and the like which, if the Company had more funds
available to it, would be desirable. The Company will be
particularly dependent in making decisions upon information provided
by the promoter, owner, sponsor, or others associated with the
business opportunity seeking the Company's participation. A
significant portion of the Company's available funds may be expended
for investigative expenses and other expenses related to preliminary
aspects of completing an acquisition transaction, whether or not any
business opportunity investigated is eventually acquired.
I. Lack of Diversification. Because of the limited financial resources
that the Company has, it is unlikely that the Company will be able
to diversify its acquisitions or operations. The Company's probable
inability to diversify its activities into more than one area will
subject the Company to economic fluctuations within a particular
business or industry and therefore increase the risks associated
with the Company's operations.
J. Need for Audited Financial Statements. The Company will require
audited financial statements from any business that it proposes to
acquire. Since the Company will be subject to the reporting
provisions of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), it will be required to include audited financial
statements in its periodical reports for any existing business it
may acquire. In addition, the lack of audited financial statements
would prevent the securities of the Company from becoming eligible
for listing on NASDAQ, the automated quotation system sponsored by
the Association of Securities Dealers, Inc., or on any existing
stock exchange. Moreover, the lack of such financial statements is
likely to discourage broker-dealers from becoming or continuing to
serve as market makers in the securities of the Company. Finally,
without audited financial statements, the Company would almost
certainly be unable to offer securities under a registration
statement pursuant to the Securities Act of 1933, and the ability of
the Company to raise capital would be significantly limited.
Consequently, acquisitions prospects that do not have, or are unable
to provide reasonable assurances that they will be able to obtain,
the required audited statements would not be considered by the
Company to be appropriate for acquisition.
K. Other Regulation. An acquisition made by the Company may be of a
business that is subject to regulation or licensing by federal,
state, or local authorities. Compliance with such regulations and
licensing can be expected to be a time-consuming, expensive process
and may limit other investment opportunities of the Company.
L. Dependence upon Management; Limited Participation of Management. The
Company will be entirely dependant upon the experience of its
officers and directors in seeking, investigating, and acquiring a
business and in making decisions regarding the Company's operations.
It is possible that, from time to time, the inability of such
persons to devote their full time attention to the business of the
Company could result in a delay in progress toward implementing its
business plan. See "Management." Because investors will not be able
to evaluate the merits of possible future business acquisitions by
the Company, they should critically assess the information
concerning the Company's officers and directors.
M. Lack of Continuity in Management. The Company does not have an
employment agreement with any of its officers or directors, and as a
result, there is no assurance that they will continue to manage the
Company in the future. In connection with acquisition of a business
opportunity, it is likely the current officers and directors of the
Company
13
<PAGE>
may resign. A decision to resign will be based upon the identity of
the business opportunity and the nature of the transaction, and is
likely to occur without the vote or consent of the stockholders of
the Company.
N. Indemnification of Officers and Directors. The Company's Articles of
Incorporation provide for the indemnification of its, directors,
officers, employees, and agents, under certain circumstances,
against attorney's fees and other expenses incurred by them in any
litigation to which they become a party arising from their
association with or activities on behalf of the Company. The Company
will also bear the expenses of such litigation for any of its
directors, officers, employees, or agents, upon such person's
promise to repay the Company therefor if it is ultimately determined
that any such person shall not have been entitled to
indemnification. This indemnification policy could result in
substantial expenditures by the Company, which it will be unable to
recoup.
O. Dependence upon Outside Advisors. To supplement the business
experience of its officers and directors, the Company may be
required to employ accountants, technical experts, appraisers,
attorneys, or other consultants or advisors. The selection of any
such advisors will, be made by the Company's officers, without any
input by shareholders. Furthermore, it is anticipated that such
persons may be engaged on an "as needed" basis without a continuing
fiduciary or other obligation to the Company. In the event the
officers of the Company consider it necessary to hire outside
advisors, they may elect to hire persons who are affiliates, if
those affiliates are able to provide the required services.
P. Leveraged Transactions. There is a possibility that any acquisition
of a business opportunity by the Company may be leveraged, i.e. the
Company may finance the acquisition of the business opportunity by
borrowing against the assets of the business opportunity to be
acquired, or against the projected future revenues or profits of the
business opportunity. This could increase the Company's exposure to
larger losses. A business opportunity acquired through a leveraged
transaction is profitable only if it generates enough revenues to
cover the related debt and expenses. Failure to make payments on the
debt incurred to purchase the business opportunity could result in
the loss of a portion or all of the assets acquired. There is no
assurance that any business opportunity acquired through a leveraged
transaction will generate sufficient revenues to cover the related
debt and expenses.
Q. Competition. The search for potentially profitable business
opportunities is intensely competitive. The Company expects to be at
a disadvantage when competing with many firms that have
substantially greater financial and management resources and
capabilities than the Company. These competitive conditions will
exist in any industry in which the Company may become interested.
R. No Foreseeable Dividends. The Company has not paid dividends on its
Common Stock and does not anticipate paying such dividends in the
foreseeable future.
S. Loss of Control by Present Management and Stockholders. In
conjunction with completion of a business acquisition, it is
anticipated that the Company will issue an amount of the Company's
authorized but unissued Common Stock that represents the greater
majority of the voting power and equity of the Company. In
conjunction with such a transaction, the Company's current Officers,
Directors, and principal shareholders could also sell all, or a
portion, of their controlling block of stock to the acquired
Company's stockholders. Such a transaction would result in a greatly
reduced percentage of ownership of the Company by its current
shareholders. As a result, the acquired Company's stockholders would
control the Company, and it is likely that they would replace the
Company's management with persons who are unknown at this time.
14
<PAGE>
T. Rule 144 Sales. All of the presently outstanding shares of Common
Stock are "restricted securities" within the meaning of Rule 144
under the Securities Act of 1933, as amended. As restricted shares,
these shares may be resold only pursuant to an effective
registration statement or under the requirements of Rule 144 or
other applicable state securities laws. Rule 144 provides in essence
that a person who has held restricted securities for a prescribed
period, may under certain conditions, sell every three months, in
brokerage transactions, a number of shares that does not exceed the
greater of 1.0% of a Company's outstanding common stock or the
average weekly trading volume during the four calendar weeks prior
to the sale. There is no limit on the amount of restricted
securities that may be sold by a non-affiliate after, the restricted
securities have been held by the owner, for a period of at least two
years. A sale under Rule 144 or under any other exemption from the
Act, if available, or pursuant to subsequent registrations of common
stock of present shareholders, may have a depressive effect upon the
price of the Common Stock in any market that may develop. As of the
date hereof all 3,297,655, of the currently outstanding shares of
common stock of the Company have been held by the current owners,
thereof for a period of more than two years. Accordingly, such
shares are currently available for resale in accordance with the
provisions of Rule 144.
U. Blue Sky Consideration. Because the securities registered hereunder
have not been registered for resale under the Blue Sky laws of any
state, the holders of such shares and persons who desire to purchase
them in any trading market that might develop in the future, should
be aware, that there may be significant state Blue Sky law
restrictions upon the ability of investors to sell the securities
and of purchasers to purchase the securities. Some jurisdictions may
not allow the trading or resale of blind pool or "blank check"
securities under any circumstances. Accordingly, investors should
consider the secondary market for the Company's securities to be a
limited one.
Item 2. Management's Discussion and Analysis or Plan of Operations.
Liquidity and Capital Resource
The Company remains in the development stage and, since
inception, has experienced no significant change in liquidity or
capital resources or stockholders equity other than the receipt of
proceeds in the amount of $596,514.00 for its inside capitalization
funds. Substantially all of such funds have been used to pay expenses
incurred by the Company.
The Company intends to seek to carry out its plan of business
as discussed herein. In order to do so, it will require additional
capital to pay ongoing expenses, including particularly legal and
accounting fees incurred in conjunction with preparation and filing of
this registration statement on form 10-SB, and in conjunction with
future compliance with its on-going reporting obligations.
Results of Operations
During the period from February 29, 1996 (inception) through
December 1999, the Company has engaged in no significant operations
other than organizational activities, acquisition of capital and
preparation for registration of its securities under the Securities
Exchange Act of 1934, as amended. During this period, the Company
received no revenues.
For the current fiscal year, the Company anticipates incurring
a loss as a result of expenses associated with registration and
compliance with reporting obligations under the Securities Exchange Act
of 1934, and expenses associated with locating and evaluating
acquisition candidates. The Company anticipates that until a business
combination is completed with an acquisition candidate, it will not
generate revenues. The Company may also continue to operate at
15
<PAGE>
a loss after completing a business combination, depending upon the
performance of the acquired business.
Need for Additional Financing
The Company's existing capital will not be sufficient to meet
the Company's cash needs, including the costs of completing its
registration and complying with its continuing reporting obligation
under the Securities Exchange Act of 1934. Accordingly, additional
capital will be required.
No commitments to provide additional funds have been made by
management or other stockholders, and the Company has no plans,
proposals, arrangements or understandings with respect to the sale or
issuance of additional securities prior to the location of a merger or
acquisition candidate. Accordingly, there can be no assurance that any
additional funds will be available to the Company to allow it to cover
its expenses. The Company does not currently contemplate making a
Regulation S offering.
Regardless of whether the Company's cash assets prove to be
inadequate to meet the Company's operational needs, the Company might
seek to compensate providers of services by issuances of stock in lieu
of cash. For information as to the Company's policy in regard to
payment for consulting services, see "Certain Relationships and
Transactions."
Item 3. Description of Property.
The Company currently maintains an office at 515 Madison Ave,
Suite 2100, New York, NY 10022. The Company pays approximately $3,200
in rent and other related office expenses which is funded by an officer
and primary shareholder of Panagra. The Company's telephone number is
(212) 355-3932
Item 4. Security ownership of Certain Beneficial Owners and Management.
Beneficial Ownership
The following table sets forth, as of the date of this
Registration Statement, the stock ownership of each executive officer
and director of PanAgra International Corp., of all executive officers
and directors of the Company as a group, and of each person known by
PanAgra International Corp. to be a beneficial owner of 5% or more of
its Common Stock. Except as otherwise noted, each person listed below
is the sole beneficial owner of the shares and has sole investment and
voting power for such shares. No person listed below has any options,
warrant or other right to acquire additional securities of the Company,
except as may be otherwise noted.
Name and Address # of Shares % of Class
Owned Beneficially Owned
Elie Saltoun 1,030,000 31.23%
C/O PanAgra International Corp.
515 Madison Ave, Suite 2100
New York, NY 10022
16
<PAGE>
First Pacific Capital Ltd. 560,000 16.98%
C/O Atn Ltd.
Ave Rio Branco 177-7
Rio de Janiero, Brazil 20040
First Pacific Co. 540,000 16.37%
C/O Atn Ltd.
Ave Rio Branco 177-7
Rio de Janiero, Brazil 20040
Alan Gelband 450,000 13.64%
30 Lincoln Plaza, Apt 24D
New York, NY 10023
Dalia Kaplan 20,000 ***
64-10 Aldator St.
Rego Park, NY 11374
All Directors and 1,050,000 31.29%
Executive Officers (3 persons)
***- % of class owned is less than one percent of total outstanding
shares.
All of the above are disclaiming any beneficial ownership in shares
owned by family members.
Changes in Control
A change in control of the Company probably will occur upon
consummation of a business combination, which is anticipated to involve
significant change in ownership of PNGR and in the membership of the
board of directors. The extent of any such change of control in
ownership or board composition cannot be predicted at this time.
Item 5. Directors, Executive Officers, Promoters, and Control Persons.
The directors and executive officers serving the Company are as
follows:
Name Age Position Held and Tenure
---- --- ------------------------
Elie Saltoun 60 CEO, President, Founder and Director
Dalia Kaplan 59 Executive Vice President and Director
The directors named above will serve until the next annual meeting of
the Company's stockholders or until their successors are duly elected and have
qualified. Directors will be elected for one-year terms at the annual
stockholders meeting. Officers will hold their positions at the pleasure of the
board of directors, absent any employment agreement, of which none currently
exists or is contemplated. There is no arrangement or understanding between any
of the directors or officers of the Company and any other person pursuant to
which any director or officer was or is to be selected as a director or officer,
and there is no arrangement, plan or understanding as to whether non-management
shareholders will exercise their voting rights to continue to elect the current
directors to the Company's board. There are also no arrangements, agreements or
understandings between non-management shareholders that may directly or
indirectly participate in or influence the management of the Company's affairs.
17
<PAGE>
The directors and officers will devote their time to the Company's
affairs on an "as needed" basis, which, depending on the circumstances, could
amount to as little as two hours per month, or more than forty hours per month,
but more than likely will fall within the range of five to ten hours per month.
There are no agreements or understandings for any officer or director to resign
at the request of another person, and none of the officers or directors are
acting on behalf of, or will act at the direction of, any other person.
Biographical Information
Elie Saltoun-PanAgra Chief Executive Officer, President, and Director, has been
an entrepreneur and private investor since 1972. Mr. Saltoun is a Managing
Director of First Pacific Capital Ltd., and has extensive experience in Brazil
and the Middle East in export securitization, cross currency transactions, and
pre-export financing transactions essential to commodities production and
distribution.
Dalia Kaplan-Ms. Dalia Kaplan is an additional member of the Board of Directors.
Since 1994, Ms. Kaplan has served as Comptroller of Opal Trade Corp., an
Amsterdam based international trade finance company. From 1976 to 1994, Ms.
Kaplan was import/export manager for a major international company.
Indemnification of Officers and Directors
As permitted by New York law, the Company's Articles of Incorporation
provide that the Company will indemnify its directors and officers against
expenses and liabilities they incur to defend, settle, or satisfy any civil or
criminal action brought against them on account of their being, or having been,
Company directors or officers unless, in any such action, they are judged to
have acted with gross negligence or willful misconduct. Insofar as
indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers, or persons controlling the Company. Pursuant
to the foregoing provisions, the Company has been informed that, in the opinion
of the Securities and Exchange Commission, such indemnification is against
public policy as expressed in that Act and is, therefore, unenforceable.
Conflicts of Interest
None of the officers of the Company will devote more than a portion of
his time to the affairs of the Company. There will be occasions when the time
requirements of the Company's business conflict with the demands of the officers
other business and investment activities. Such conflicts may require that the
Company attempt to employ additional personnel. There is no assurance that the
services of such persons will be available or that they can be obtained upon
terms favorable to the Company.
The officers, directors and principal shareholders of the Company may
actively negotiate for the purchase of a portion of their common stock as a
condition to, or in connection with, a proposed merger or acquisition
transaction. It is anticipated that a substantial premium may be paid by the
purchaser in conjunction with any sale of shares by the Company's officers,
directors and principal shareholders made as a condition to, or in connection
with, a proposed merger or acquisition transaction. The fact that a substantial
premium may be paid to members of Company management to acquire their shares
creates a conflict of interest for them and may compromise their state law
fiduciary duties to the Company's other shareholders. In making any such sale,
members of Company management may consider their own personal pecuniary benefit
rather than the best interests of the Company and the Company's other
shareholders, and the other shareholders are not expected to be afforded the
opportunity to approve or consent to any particular buy-out transaction
involving shares held by members of Company management.
Item 6. Executive Compensation.
No officer or director has received any compensation from the Company.
Until the Company acquires additional capital, it is not anticipated that any
officer or director will receive compensation from the Company other than
reimbursement for out-of-pocket expenses incurred on behalf of the Company. See
"Certain Relationships and Related Transactions." The Company has no stock
18
<PAGE>
option, retirement, pension, or profit-sharing programs for the benefit of
directors, officers or other employees, but the Board of Directors may recommend
adoption of one or more such programs in the future.
Item 7. Description of Officers, Directors, Promoters, and Affiliates.
No officer, director, promoter, or affiliate of the Company has or
proposes to have any direct or indirect material interest in any asset proposed
to be acquired by the Company through security holdings, contracts, options, or
otherwise.
The Company has adopted a policy under which any consulting or finder's
fee that may be paid to a third party for consulting services to assist
management in evaluating a prospective business opportunity would be paid in
stock rather than in cash. Any such issuance of stock would be made on an ad hoc
basis. Accordingly, the Company is unable to predict whether, or in what amount,
such stock issuance might be made.
It is not currently anticipated that any salary, consulting fee, or
finder's fee shall be paid to any of the Company's directors or executive
officers, or to any other affiliate of the Company except as described under
"Executive Compensation" above.
The Company maintains an office, but it does maintain a mailing address
at 515 Madison Ave, Suite 2100, New York, NY 10022, for which it pays
approximately $3,200 in rent and other related office expenses.
Although management has no current plans to cause the Company to do so,
it is possible that the Company may enter into an agreement with an acquisition
candidate requiring the sale of all or a portion of the Common Stock held by the
Company's current stockholders to the acquisition candidate or principals
thereof, or to other individuals or business entities, or requiring some other
form of payment to the Company's current stockholders, or requiring the future
employment of specified officers and payment of salaries to them. It is more
likely than not that any sale of securities by the Company's current
stockholders to an acquisition candidate would be at a price substantially
higher than that originally paid by such stockholders. Any payment to current
stockholders in the context of an acquisition involving the Company would be
determined entirely by the largely unforeseeable terms of a future agreement
with an unidentified business entity.
Item 8. Description of Securities
Common Stock
The Company's Articles of incorporation authorize the issuance of
40,000,000 shares of Common Stock par value $.0001. Each record holder of Common
Stock is entitled to one vote for each share held on all matters properly
submitted to the stockholders for their vote. The Articles of Incorporation do
not permit cumulative voting for the election of directors.
Holders of outstanding shares of Common Stock are entitled to such
dividends as may be declared from time to time by the Board of Directors out of
legally available funds; and, in the event of liquidation, dissolution or
winding up of the affairs of the Company, holders are entitled to receive,
ratably, the net assets of the Company available to stockholders after
distribution is made to the preferred stockholders, if any, who are given
preferred rights upon liquidation. Holders of outstanding shares of Common Stock
have no preemptive, conversion or redemptive rights. All of the issued and
outstanding shares of Common Stock are, and all unissued shares when offered and
sold will be, duly authorized, validly issued, fully paid, and non-assessable.
To the extent that additional shares of the Company's Common Stock are issued,
the relative interests of then existing stockholders may be diluted.
Preferred Stock
The Company's Articles of Incorporation does not authorize the issuance
of any preferred stock.
19
<PAGE>
Transfer Agent
The Company's Transfer Agent is American Stock Transfer & Trust Co.,
6201 15th Ave., Brooklyn, NY 11219.
Legal Matters
The Company's legal counsel is Snow Becker Krauss P.C., 605 Third Ave,
New York, NY 10158-0125.
Legal Proceedings.
The Company is not a party to any pending legal proceedings, and no
such proceedings are known to be contemplated.
Experts
The Company's experts are the accounting firm of Nelson Mayoka & Co.
(212) 697-7979.
Changes in and Disagreements with Accountants.
The Company has had no changes in or disagreements with accountants on
accounting or financial disclosures.
Reports to Stockholders
The Company plans to furnish it's stockholders with an annual report
for each fiscal year ending December 31 containing financial statements audited
by its independent certified public accountants. In the event the Company enters
into a business combination with another Company, it is the present intention of
management to continue furnishing annual reports to stockholders. Additionally,
the Company may, in its sole discretion, issue unaudited quarterly or other
interim reports to its stockholders when it deems appropriate. The Company
intends to comply with the periodic reporting requirements of the Securities
Exchange Act of 1934.
Part II
Item 1. Market Price and Dividends on the Registrant's Common equity and other
Shareholder Matters
The Company's securities are traded on the NASDAQ (OTC-BB) as a
non-reporting company, the company's trading symbol is PNGR. As of November 30,
1999 there were 3,297,665 shares outstanding, the Company has 288 shareholders
of record. No dividends have been paid to date and the Company's Board of
directors does not anticipate paying dividends in the foreseeable future.
Item 4. Recent sales of Unregistered Securities within the past three years.
The Company has not issued any unregistered securities the past three
years.
20
<PAGE>
Item 5. Indemnification of Directors and Officers
The Articles of Incorporation and the Bylaws of the Company, provide
that the Company will indemnify its officers and directors for costs and
expenses incurred in connection with the defense of actions, suits, or
proceedings where the officer or director acted in good faith and in a manner he
reasonably believed to be in the Company's best interest and is a party by
reason of his status as an officer or director, absent a finding of negligence
or misconduct in the performance of duty.
Part F/S
The Financial Statements of PanAgra International Corp. required by
regulation S-B commence on page F-1 hereof and are incorporated herein by
reference.
Part III
Items 1 & 2 Index to Exhibits and Description of Exhibits
Item 3
(i) Articles of Incorporation.
(ii) By-Laws
(iii) Certificate of Good Standing
21
<PAGE>
Signatures
In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
PanAgra International Corp.
Date: March 24, 2000 By: /s/ Elie Saltoun
------------------------- ------------------------------
Elie Saltoun, President
22
<PAGE>
Panagra International Corp.
(Formerly United Network Technologies Inc.)
Table Of Contents
DECEMBER 31, 1999
INDEPENDENT AUDITOR'S REPORT
EXHIBIT
-------
FINANCIAL STATEMENTS
Balance Sheet 1
Statement of Income and Retained Earnings 2
Statement of Cash Flows 3
Notes to Financial Statements 4
Statement of Shareholders Equity 5
<PAGE>
[GRAPHIC OMITTED]
Nelson, Mayoka & Company, P.C.
CERTIFIED PUBLIC ACCOUNTANTS
551 5th Avenue
New York, New York
10176-0001
--------
Tel. (212) 697-7979
Fax (212) 697-8997
DIRECT LINE
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and Shareholders of
Panagra International Corp. (A development Stage Company)
We have audited the accompanying balance sheet of Panagra International Corp. (A
development Stage Company), as of December 31, 1999, and the related statements
of operations, stockholders' equity and cash flows for the year ended December
31, 1999. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Panagra International Corp. (A
development Stage Company), as of December 31, 1999, and the results of its
operations for the period then ended in conformity with generally accepted
accounting principles.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. The Company is a development stage enterprise.
The lack of sufficient working capital to operate as of Decemer 31, 1999 raises
substantial doubt about is ability to continue as a going concern. Management's
plans concerning these matters are described in Note 4. The financial statements
do not include any adjustments that might result from the outcome of these
uncertainties.
February 18, 2000
New York, New York
/s/ Nelson, Mayoka and Company
- -------------------------------
Nelson, Mayoka and Company
CERTIFIED PUBLIC ACCOUNTANTS
<PAGE>
Panagra International Corp.
(Formerly United Network Technologies Inc.)
CONSOLIDATED BALANCE SHEET
December 31, 1999
<TABLE>
<CAPTION>
<S> <C>
Current Assets:
Cash and cash equivalents $ 1,371
Other Current Assets 512
---------
Total Current Assets 1,883
---------
Total Assets $ 1,883
=========
Liabilities and Stockholders' Equity
Current Liabilities
Interest Payable $ 7,358
Accounts Payable 48,619
Total Current Liabilities 55,977
Stockholders' Equity
Common Stock, par value $.01
authorized 40,000,000 shares 3,297,665 outstanding 32,977
Additional paid-in capital 563,537
Accumulated deficit (650,609)
---------
Net Stockholders' equity (54,095)
---------
Total Liabilities and Stockholders' Equity $ 1,883
=========
</TABLE>
The Accompanying Note are an Integral part of the Financial Statements
<PAGE>
Panagra International Corporation
(Formerly United Network Technologies Inc.)
CONSOLIDATED STATEMENTS OF REVENUE AND EXPENSES
FOR THE YEAR ENDED DECEMBER 31, 1999
1999
------------
Income:
Interest Income $ 67
Expenses
General and Administrative Expenses 223,761
-----------
223,761
-----------
Net Loss $ (223,694)
===========
Basic and diluted net loss per common share $ (0.07)
===========
Basic and diluted weighted average number
of common shares outstanding 3,297,665
===========
The Accompanying Note are an Integral part of the Financial Statements
<PAGE>
Panagra International Corporation
(Formerly United Network Technologies Inc.)
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
<S> <C>
Cash flows from operating activities:
Net Loss $(223,694)
Adjustments to reconcile net loss to net cash
used by operating activities
Increase in Other Assets (234)
Decrease in Other Liabilities (87,642)
---------
Cash flows from investing activities
397,063
Cash flows from financing activities
Decrease in Common Stock (186,696)
Increase in Additional Paid in Capital 98,633
Net increase (decrease) in cash (2,570)
---------
Cash, and cash equivalents, beginning of the year 3,941
---------
Cash, and cash equivalents, end of the year $ 1,371
=========
</TABLE>
The Accompanying Note are an Integral part of the Financial Statements
<PAGE>
Exhibit 4
---------
Panagra International Corp.
(Formerly United Network Technologies Inc.)
(A Development Stage Company)
Notes to Financial Statements
December 31, 1999
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.
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 December 31, 1999 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 December 31,
1999, 1997 and 1996.
<PAGE>
Panagra International Corp.
(Formerly United Network Technologies Inc.)
(A Development Stage Company)
Notes to Financial Statements
December 31, 1999
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.
<PAGE>
Panagra International Corporation
(Formerly United Network Technologies Inc.)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
Common Stock
Deficit
Amount Accumulated
-------------------------- Additional During The
Number of Paid-in Development
Shares Per Share Total Capital Stage
--------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
BALANCE, JANUARY 1, 1999 20,750,000 0.01 $ 207,500 $ 477,077 (426,915)
Spinoff of Investment in Trueyou.com and
UNMS to United Network Technologies Inc.
Shareholders (88,064)
Rescission of Shares as a result of the (17,452,335) 0.01 (174,523) 174,523
dissolution of Companhia Exportadora De
Castanha
Net Loss for the Period December 31, 1999 (223,694)
--------- ----------- ----------- -----------
BALANCE, DECEMBER 31, 1999 3,297,665 32,977 563,536 (650,609)
========= =========== =========== ===========
</TABLE>
