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 September 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.
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(Exact name of registrant as specified in its charter)
New York 13-3874771
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(State or other jurisdiction (IRS Employer ID Number)
of incorporation or organization)
515 Madison Avenue, New York, NY 10022
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(Address of principal executive offices)
(212) 829-0905
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(Issuer's Telephone Number)
N/A
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(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
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As of September 31, 2000, the Issuer had 3,600,000 shares of Common
Stock, par value $.001 per share, issued and outstanding.
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Panagra International Corp.
(A Develoment Stage Company)
Financial Statements
September 30, 2000
<PAGE>
Panagra International Corp.
(A Develoment Stage Company)
September 30, 2000
INDEX
Page No.
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ACCOUNTANTS' REVIEW REPORT 2
BALANCE SHEET
September 30, 2000 3
STATEMENT OF OPERATIONS
For the Nine Months and Three Months Ended
September 30, 2000 4
STATEMENT OF STOCKHOLDERS' DEFICIENCY
For the Nine Months Ended September 30, 2000 5
STATEMENT OF CASH FLOWS
For the Nine Months and Three Months Ended
September 30, 2000 6
NOTES TO FINANCIAL STATEMENTS 7
<PAGE>
PART I
Item 1. Financial Statements
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
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.
ACCOUNTANTS' REVIEW REPORT
We have reviewed the accompanying balance sheet of Panagra
International Corp. (a Development Stage Company) at September 30, 2000
and the related statement of operations, stockholder's deficiency and
cash flows for the nine months and three 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 reviews, we are not aware of any material modifications
that should be made to the accompanying statements in order for them to
be in conformity with generally accepted accounting principles.
/s/ Livingston, Wachtell & Co., LLP
New York, New York
November 10, 2000
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PANAGRA INTERNATIONAL CORP.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
SEPTEMBER 30, 2000
ASSETS
CURRENT ASSETS
Other Current Assets $ 512
----------
Total Current Assets 512
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TOTAL ASSETS $ 512
==========
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES:
Cash Overdraft $ 9,088
Accounts Payable 24,841
Due to Stockholder 24,677
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Total Current Liabilities 58,606
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STOCKHOLDERS' DEFICIENCY
Common Stock - $ .01 Par Value
40,000,000 Shares Authorized
3,600,000 Shares Outstanding 36,000
Additional Paid-in Capital 563,537
Deficit Accumulated During the Development Stage (657,631)
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TOTAL STOCKHOLDERS' DEFICIENCY (58,094)
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TOTAL LIABILITIES AND STOCKHOLDERS'
DEFICIENCY $ 512
The accompanying notes are an integral part of
these financial statements.
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PANAGRA INTERNATIONAL CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE NINE MONTHS AND THREE MONTHS ENDED SEPTEMBER 30, 2000
<TABLE>
<CAPTION>
NINE MONTHS THREE MONTHS
ENDED ENDED
SEPTEMBER 30, SEPTEMBER 30,
2000 2000
---- ----
<S> <C> <C>
INCOME $ - $ -
COST AND EXPENSES
General and Administrative Expenses 36,922 6,842
-------------- --------------
OPERATING LOSS $ (36,922) $ (6,842)
============== ==============
OTHER INCOME:
Interest 22 5
Other Income 29,878 29,878
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29,900 29,983
-------------- --------------
NET INCOME (LOSS) $ (7,022) $ 23,041
============== ==============
Net Income (Loss) Per Share of Common Stock $ (.0020) $ .0064
============== ==============
Weighted Average Number of Common Shares 3,472,643 3,600,000
============== ==============
</TABLE>
The accompanying notes are an integral part of
these financial statements.
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PANAGRA INTERNATIONAL CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' DEFICIENCY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000
<TABLE>
<CAPTION>
Deficit
Common Stock Accumulated
$.05 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 - -
Net Loss for the Period - - - (30,063)
--------- ----------- ------------- --------
BALANCE - JUNE 30, 2000 3,600,000 36,000 563,537 (680,672)
Net Income for the Period - - - 23,041
--------- ----------- ------------- --------
BALANCE - SEPTEMBER 30, 2000 3,600,000 $ 36,000 $ 563,537 $(657,631)
========= ========== ============ ========
</TABLE>
The accompanying notes are an integral part of
these financial statements.
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<PAGE>
PANAGRA INTERNATIONAL CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE NINE MONTHS AND THREE MONTHS
ENDED SEPTEMBER 30, 2000
<TABLE>
<CAPTION>
NINE MONTHS THREE MONTHS
ENDED ENDED
SEPTEMBER 30, SEPTEMBER 30,
2000 2000
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<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss) $ (7,022) $ 23,041
Adjustments to Reconcile Net Income (Loss) to Net Cash
Used in Operating Activities:
Changes in Operating Liabilities:
Accounts Payable (31,137) (36,878)
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NET CASH USED IN OPERATING
ACTIVITIES (38,159) (13,837)
CASH FLOWS FROM FINANCING ACTIVITIES
Due to Stockholder 24,677 4,500
Proceeds from Sale of Common Stock 3,023 -
Increase in Cash Overdraft 9,088 9,088
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NET CASH PROVIDED BY
FINANCING ACTIVITIES 36,788 13,588
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NET DECREASE IN CASH AND CASH EQUIVALENTS (1,371) (249)
CASH - Beginning of Period 1,371 249
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CASH - End of Period $ - $ -
=========== =======
</TABLE>
The accompanying notes are an integral part of
these financial statements.
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PANAGRA INTERNATIONAL CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 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 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 nine months
ended September 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 nine month period from January 1, 2000 through September 30,
2000, the Company has engaged in no significant operations other than
the acquisition of capital for general and administrative expenses and
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.
Included in other income is $29,878 of prior year's over accrued
liabilities, that were reversed during the three months ended September
30, 2000.
NEED FOR ADDITIONAL FINANCING
The Company's existing capital will not be sufficient to meet the
Company's cash needs, including complying with its continuing reporting
obligation under the Securities Exchange Act of 1934. Accordingly,
additional capital will be required.
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<PAGE>
PANAGRA INTERNATIONAL CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2000
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
STATEMENT OF CASH FLOWS
The Company considers all highly liquid debt instruments purchased with
maturity of three months or less to be cash equivalents.
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 INCOME (LOSS) PER COMMON SHARE
The net income (loss) per common share is computed by dividing the net
income (loss) for the period by the weighted average number of shares
outstanding at September 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
assets and liabilities, and disclosure of contingent assets and
liabilities at the date of the financial statements, and the reported
amounts of revenue and 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 it 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.
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PANAGRA INTERNATIONAL CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2000
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.
A recission of 17,452,335 shares of Panagra International Corp.'s
common stock took place on August 25, 1999, resulting in cancellation
of 17,452,335 shares issued of Panagra International Corp. and bringing
total outstanding shares to 3,297,665.
On April 26, 2000, 265,878 shares of common stock was issued to Elie
Saltoun, President, and/or affiliates, at par in compensation for
advances and services rendered and 36,457 shares were issued in
compensation for services rendered by an outside consultant.
Additional paid-in capital in the amount $20,177 was reclassified as
due to stockholders to reflect the difference between advances paid by
Eli Saltoun to the Company and stock issuance at par for advance
compensations.
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Item 2. Management's Discussion and Analysis or Plan of Operation
The Company is considered a development stage company with limited
assets or capital, and with limited operations or income since inception in
February, 1996. The costs and expenses associated with the preparation and
filing of this registration statement and other operations of the company have
been paid for by the controlling shareholders of the Company who are also its
officers and directors. It is anticipated that the Company will require only
nominal capital to maintain the corporate viability of the Company and any
additional needed funds will most likely be provided by the Company's existing
shareholders or its officers and directors in the immediate future. Current
shareholders have not agreed upon the terms and conditions of future financing
and such undertaking will be subject to future negotiations, except for the
express commitment of the officers and directors to fund required 34 Act
filings. Repayment of any such funding will also be subject to such
negotiations. However, unless the Company is able to facilitate an acquisition
of or merger with an operating business or is able to obtain significant outside
financing, there is substantial doubt about its ability to continue as a going
concern.
In the opinion of management, inflation has not and will not have a
material effect on the operations of the Company until such time as the Company
successfully completes an acquisition or merger. At that time, management will
evaluate the possible effects of inflation on the Company as it relates to its
business and operations following a successful acquisition or merger.
Management plans may but do not currently provide for experts to secure
a successful acquisition or merger partner so that it will be able to continue
as a going concern. In the event such efforts are unsuccessful, contingent plans
have been arranged to provide that the current Director of the Company is to
fund required future filings under the 34 Act, and existing shareholders have
expressed an interest in additional funding if necessary to continue the Company
as a going concern.
Plan of Operation
During the next twelve months, the Company will actively seek out and
investigate possible business opportunities with the intent to acquire or merge
with one or more business ventures. In its search for business opportunities,
management will follow the procedures outlined in Item 1, above. Because the
Company has limited funds, it may be necessary for the officers and directors to
either advance funds to the Company or to accrue expenses until such time as a
successful business consolidation can be made. The Company will not make it a
condition that the target company must repay funds advanced by its officers and
directors. Management intends to hold expenses to a minimum and to obtain
services on a contingency basis when possible. Further, the Company's directors
will defer any compensation until such time as an acquisition or merger can be
accomplished. However, if the Company engages outside advisors or consultants in
its search for business opportunities, it may be necessary for the Company to
attempt to raise additional funds. As of the date hereof, the Company has not
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<PAGE>
made any arrangements or definitive agreements to use outside advisors or
consultants or to raise any capital. In the event the Company does need to raise
capital, most likely the only method available to the Company would be to
private sale of its securities. Because of the nature of the Company as a
development stage company, it is unlikely that it could make a public sale of
securities or be able to borrow any significant sum from either a commercial or
private lender. There can be no assurance that the Company will be able to
obtain additional funding when and if needed, or that such funding, if
available, can be obtained on terms acceptable to the Company.
The Company does not intend to use any employees, with the possible
exception of part-time clerical assistance on an as-needed basis. Outside
advisors or consultants will be used only if they can be obtained for minimal
cost or on a deferred payment basis. Management is convinced that it will be
able to operate in this manner and to continue its search for business
opportunities during the next twelve months.
Year 2000 Compliance
The Year 2000 Issue is the result of potential problems with computer
systems or any equipment with computer chips that use dates where the date has
been stored as just two digits (e.g. 98 for 1998). On January 1, 2000, any clock
or date recording mechanism including date sensitive software which uses only
two digits to represent the year, may have recognized the date using 00 as the
year 1900 rather than the year 2000. This may have resulted in a system failure
or miscalculations causing disruption of operations, including among other
things, a temporary inability to process transactions, send invoices, or engage
in similar activities.
The Company has confirmed that its systems are year 2000 Compliant. It
has experience no Y2K problems to date.
The Company believes that it has disclose all required information
relative to Year 2000 issues relating to its business and operations. However,
there can be no assurance that the systems of other companies on which the
Company's systems rely also will be timely converted or that any such failure to
convert by another company would not have an adverse affect on the Company's
systems.
Forward-Looking Statements
This Form 10-QSB includes "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. All statements, other
than statements of historical facts, included or incorporated by reference in
this Form 10-QSB which address activities, events or developments which the
Company expects or anticipates, will or may occur in the future, including such
things as future capital expenditures (including the amount and nature thereof),
finding suitable merger or acquisition candidates, expansion and growth of the
Company's business and operations, and other such matters are forward-looking
statements. These statements are based on certain assumptions and analysis made
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<PAGE>
by the Company in light of its experience and its perception of historical
trends, current conditions and expected future developments as well as other
factors it believes are appropriate in the circumstances. However, whether
actual results or developments will conform with the Company's expectations and
predictions is subject to a number of risks and uncertainties, general economic
market and business conditions; the business opportunities (or lack thereof)
that may be presented to and pursued by the Company; changes in laws or
regulation; and other factors, most of which are beyond the control of the
Company. Consequently, all of the forward-looking statements made in this Form
10-QSB are qualified by these cautionary statements, and there can be no
assurance that the actual results or developments anticipated by the Company
will be realized or, even if substantially realized, that they will have the
expected consequence to or effects on the Company or its business or operations.
The Company assumes no obligations to update any such forward-looking
statements.
PART II
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
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3.1 Articles of Incorporation of Panagra International Corp. (1)
3.2 By-Laws of Panagra International Corp. (1)
27 Financial Data Schedule *
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(1) Incorporated by referenced from the Form 10-SB filed by the Company on
March 31, 2000.
* Filed herewith
(b) Reports on Form 8-K
The Company filed a Form 8-K on August 11, 2000 announcing the
Company's retention of new independent accountants.
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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 November 15, 2000 PANAGRA INTERNATIONAL CORP.
Elie Saltoun
-------------------------
Chief Executive Officer
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