<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter ended June 30, 2000
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________________ to ________________
Commission File No 0-30183
PANAGRA INTERNATIONAL CORP.
--------------------------------------------------------------
(Exact name of registrant as specified in its charter)
New York 13-3874771
-------------------------- -----------------
(State or other jurisdiction (IRS Employer ID Number)
of incorporation or organization)
515 Madison Avenue, New York, NY 10022
----------------------------------------
(Address of principal executive offices)
(212) 829-0905
--------------
(Issuer's Telephone Number)
N/A
--------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)
INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED
TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING
THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS
REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING
REQUIREMENTS FOR THE PAST 90 DAYS.
Yes X No
--- ---
As of July 31, 2000, the Issuer had 3,600,000 shares of Common Stock,
par value $.001 per share, issued and outstanding.
<PAGE>
PART I
Item 1. Financial Statements
PANAGRA INTERNATIONAL CORP.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
JUNE 30, 2000
I N D E X
Page No.
--------
ACCOUNTANTS' REVIEW REPORT 3
BALANCE SHEET
June 30, 2000 4
STATEMENT OF OPERATIONS
For the Six Months and Three Months Ended June 30, 2000 5
STATEMENT OF STOCKHOLDERS' DEFICIENCY
For the Six Months Ended June 30, 2000 6
STATEMENT OF CASH FLOWS
For the Six Months Ended June 30, 2000 7
NOTES TO FINANCIAL STATEMENTS 8
2
<PAGE>
BRANCH OFFICE TEL 212-840-2595
20 LEBANON ROAD FAX 212-840-7239
SCARSDALE, NY 10583-7122
www.lwccpa.com
914-723-3376
Livingston, Wachtell & Co., LLP
certified public accountants
1140 avenue of the americas
new york, ny 10036-5803
LEONARD L. EIGER, C.P.A. JAY J. LIVINGSTON, C.P.A. (1919-1972)
SAM BECKER, C.P.A. THEODORE WACHTELL, C.P.A. (1919-1966)
IRA E. COHEN, C.P.A. HERBERT H. REYBURN, C.P.A. (1934-1985)
JAMES R. GRIMALDI, C.P.A. IRVING ZUCKERMAN, C.P.A. (1965-1985)
LAWRENCE GOLDMAN, C.P.A.
Board of Directors and Stockholders
Panagra International Corp.
(A Development Stage Company)
New York, N.Y. 10022
ACCOUNTANTS' REVIEW REPORT
We have reviewed the accompanying balance sheet of Panagra International Corp.
(A Development Stage Company) as of June 30, 2000 and the related statements of
operations for the six months and three months then ended and stockholders'
deficiency and cash flows for the six months then ended, in accordance with
Statements on Standards for Accounting and Review Services issued by the
American Institute of Certified Public Accountants. All information included in
these financial statements is the representation of the management of Panagra
International Corp. (A Development Stage Company)
A review consists principally of inquiries of company personnel and analytical
procedures applied to financial data. It is substantially less in scope than an
examination in accordance with generally accepted auditing standards, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying financial statements in order for them to be in
conformity with generally accepted accounting principles.
New York, New York
August 1, 2000
3
<PAGE>
PANAGRA INTERNATIONAL CORP.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
JUNE 30, 2000
<TABLE>
<CAPTION>
ASSETS
<S> <C>
CURRENT ASSETS
Cash and Cash Equivalents $ 249
Other 512
---------
Total Current Assets 761
---------
TOTAL ASSETS $ 761
=========
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES:
Interest Payable $ 7,358
Accounts Payable 54,361
---------
Total Current Liabilities 61,719
---------
STOCKHOLDERS' DEFICIENCY
Common Stock - $ .01 Par Value
40,000,000 Shares Authorized
3,600,000 Shares Outstanding 36,000
Additional Paid-in Capital 583,714
Deficit Accumulated During the Development Stage (680,672)
---------
TOTAL STOCKHOLDERS' DEFICIENCY (60,958)
---------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY $ 761
=========
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
PANAGRA INTERNATIONAL CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE SIX MONTHS AND THREE MONTHS ENDED JUNE 30, 2000
<TABLE>
<CAPTION>
6 Months 3 Months
-------- --------
<S> <C> <C>
INCOME - -
COST AND EXPENSES
General and Administrative Expenses $ 30,080 $ 16,442
Interest - Net (17) (6)
----------- ----------
NET LOSS $ 30,063 $ 16,436
=========== ==========
Net Loss Per Share of Common Stock $ (.0088) $ (.0047)
=========== ==========
Weighted Average Number of Common Shares 3,406,238 3,513,619
=========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
PANAGRA INTERNATIONAL CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' DEFICIENCY
FOR THE SIX MONTHS ENDED JUNE 30, 2000
<TABLE>
<CAPTION>
Deficit
Common Stock Accumulated
$.01 Par Value Additional During the
-------------- Paid-In Development
Shares Amount Capital Stage
------ ------ ---------- -----------
<S> <C> <C> <C> <C>
Common Stock Issued - Balance
January 1, 2000 3,297,665 $ 32,977 $ 563,537 $ 650,609
Shares Issued in Compensation
For Services and Advances -
April 26, 2000 302,335 3,023 20,177 --
Net Loss 30,063
--------- -------- --------- ---------
Balance - June 30, 2000 3,600,000 $ 36,000 $ 583,714 $ 680,672
========= ======== ========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
6
<PAGE>
PANAGRA INTERNATIONAL CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2000
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss $ (30,063)
Adjustments to Reconcile Net Loss to Net Cash
Used in Operating Activities:
Changes in Operating Liabilities:
Accounts Payable and Other Current Liabilities 5,741
---------
NET CASH USED IN OPERATING ACTIVITIES (24,322)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from Sale of Common Stock 23,200
---------
NET DECREASE IN CASH AND CASH EQUIVALENTS (1,122)
CASH AND CASH EQUIVALENTS - Beginning of Period 1,371
---------
CASH AND CASH EQUIVALENTS - End of Period $ 249
=========
The accompanying notes are an integral part of these financial statements.
7
<PAGE>
PANAGRA INTERNATIONAL CORP.
(A DEVELOPMENT STAGE COMPANY)
JUNE 30, 2000
1. THE COMPANY AND MANAGEMENT DISCUSSION AND PLAN OF OPERATION
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 may engage in any business, which is
permitted by New York State. The Company is seeking additional entities
to acquire in order to complete its business plan.
LIQUIDITY AND CAPITAL RESOURCES
The Company remains in the development stage and for the six months ended
June 30, 2000, has experienced no significant change in liquidity,
capital resources or stockholders' equity other than the receipt of
proceeds for its operating expenses. 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 of seeking to
complete a merger or business acquisition transaction. In order to do
so, it will require additional capital to pay ongoing expenses.
RESULTS OF OPERATIONS
During the six month period from January 1, 2000 through June 30, 2000, the
Company has engaged in no significant operations other than the
acquisition of capital for general and administrative expenses and
preparation for registration of its securities under the Securities
Exchange Act of 1934. During this period, the Company received no
operating revenues. General and administrative expense consists
primarily of professional and consulting fees and rent expenses.
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.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
STATEMENT OF CASH FLOWS:
The Company considers all highly liquid debt instruments purchased with a
maturity of three months or less to be cash equivalents. Cash paid for
interest and taxes for the six months ended June 30, 2000 was $-0- and
$500, respectively.
8
<PAGE>
PANAGRA INTERNATIONAL CORP.
(A DEVELOPMENT STAGE COMPANY)
JUNE 30, 2000
NOTES TO FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
START-UP COSTS
The Company adopted the provisions of the American Institute of Certified
Public Accountants' Statement of Position 98-5, "Reporting on the Costs
of Start-Up Activities". SOP provides guidance on the financial
reporting of start-up and organization costs and requires such costs to
be expensed as incurred.
The start-up costs consist principally of professional and consulting fees.
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 June 30,
2000.
USE OF ESTIMATES
The preparation of the accompanying financial statements, in conformity
with generally accepted accounting principles, requires management to
make estimates and assumptions that affect the reported amounts of
liabilities, and disclosure of contingent liabilities at the date of
the financial statements, and the reported amounts of expenses during
the reporting periods. Actual results could differ from those
estimates.
SIGNIFICANT ESTIMATES
Several areas require significant management estimates relating to
uncertainties for which its is reasonably possible that there will be a
material change in the near term. The significant area requiring the
use of management estimates related to valuation of accounts payable.
3. COMMON STOCK
The Company initially authorized 2,000,000 shares of par value $.01 common
stock. The number of authorized shares increased to 40,000,000 on
October 2, 1998, when the shareholders unanimously voted for the Plan
of merger with Panagra International Corporation, a New York
Corporation and Companhia Expotadora DeCastanha, a Brazilian
corporation. 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 the merger.
9
<PAGE>
PANAGRA INTERNATIONAL CORP.
(A DEVELOPMENT STAGE COMPANY)
JUNE 30, 2000
NOTES TO FINANCIAL STATEMENTS
3. COMMON STOCK (Continued)
A recission of 17,452,335 shares of Panagra International Corp.'s common
stock took place on August 25, 1999 due to the dissolution of
Companhia Exportadora De Castanha and its surrender of ownership
interest in Panagra International Corp.
On April 26, 2000, 265878 shares of common stock was issued to Elie
Saltoun, President, and/or affiliates, at a price of $.18 per share in
compensation for advances and services rendered and 36,457 shares were
issued in compensation for services rendered by an outside consultant.
10
<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operation
See Note 1 to the Company's Financial Statements
Item 6. Exhibits and Reports on Form 8-K
(a) The Exhibits required to be filed herewith by item 601 of Regulation S-B
as described in the following index of exhibits are incorporated herein
by reference as follows:
Exhibit No. Description
3.1 Articles of Incorporation of Panagra International Corp. (1)
3.2 By-Laws of Panagra International Corp. (1)
27 Financial Data Schedule *
(1) Incorporated by reference from the Form 10-SB filed by the
Company on March 31, 2000
* Filed herewith
(b) Reports on Form 8-K
There were no reports on Form 8-K filed by the Company during the three
months ended June 30, 2000.
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant
has caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
Dated August 11, 2000 PANAGRA INTERNATIONAL CORP.
Elie Saltoun
----------------------------------------
Chief Executive Officer
