SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: April 20, 2000
Commission File Number: 0-29735
PNG Ventures, Inc.
(formerly TELECOMMUNICATIONS TECHNOLOGIES, LTD.)
Nevada 88-0350286
(Jurisdiction of Incorporation) (I.R.S. Employer Identification No.)
24843 Del Prado, Suite 318, Dana Point, California 92629
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (949) 248-1765
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: 8,631,251
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ITEM 1. CHANGE OF CONTROL OF REGISTRANT
On April 20, 2000, our shareholders approved the acquisition of Paper
Computer Corporation, as a wholly-owned subsidiary, for 9,228,686 new investment
shares of our common stock, and by which we would change our corporate name to
Paper Computer.com, Inc. This acquisition resulted in a change of control of our
corporation, as more fully disclosed in this Report.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On April 20, 2000, our shareholders approved the acquisition of Paper
Computer Corporation ( PpC ). A description of the business has been provided by
Paper Computer Corporation:
A paper computer is typically known as an Internet appliance , that is, a
device that is connected to the web, that performs a limited and usually
specific function. Examples are such devices as web-phones which can be used to
send and receive e-mail, home banking terminals, and web-radios, a relatively
new Internet appliance with which to listen to Internet music programs. These
appliances operate by plugging into a standard telephone plug and connecting
with an Internet server. A paper computer is similar to those devices, except
that a paper computer has been designed to be ultra-inexpensive. Some paper
computer designs may well range as low as $2.00 when full-scale production
quantities are reached. Generally, we consider $5.00 a good average target
price. Current appliance costs begin around $75.00. PpC realized that electronic
devices don't generally last very long. We also realized that custom
application specific integrated circuits ( ASIC's ) can be built in very large
quantities for very low prices. A typical familiar ASIC application is a
calculator. We also realized that certain types of data collection activities
conducted by businesses can easily cost more than the price of an integrated
circuit designed to perform the same function.
Considering these facts, PpC began designing products for a relatively
short service life. The service life ranges from a one-time use to products that
might be used for 2 or more years. The service life decision is based solely on
the application that the device is intended to perform. A catalog appliance
might only be designed for a 6 month life span, while a frequent flyer loyalty
product might have a 2 year service life. The short service life allows us to
design products encased in paper, rather than plastic. It allows us to print our
circuits on paper, rather than fiberglass circuit board material. It allows us
to make our products ultra-light weight so that dropping a paper computer
doesn't cause the internal impact of a typical plastic device. Since the
keyboard won't be used for thousands of keystrokes, a simple membrane switch
design is all that is required.
PpC's product line will first consist of products sold to businesses and
used by their customers. Our second set of products will compliment the first,
by allowing consumers to purchase their own multi-function appliances.
Co-branding these products will provide us additional revenues. In the planning
stages now are fully functional cell wireless paper computers.
ITEM 6. CHANGES OF REGISTRANT'S DIRECTORS
On April 20, 2000, our shareholders approved the acquisition of Paper
Computer Corporation, as a wholly-owned subsidiary, for 9,228,686 new investment
shares of our common stock, and by which we would change our corporate name to
Paper Computer.com, Inc. This acquisition resulted in a change of control of our
corporation. Three new Directors were elected to constitute our Board of
Directors, to serve until the next meeting of shareholders.
Jim P. Willard (47) is President, CEO, and Founder of Paper Computer Corporation
(PpC). Mr. Willard has been conducting the research that lead to the
intellectual property base of Paper Computer Corporation since 1995. He is the
patent holder for the Paper Computer and its related products and services.
Prior to his involvement in Paper Computer research and development, he was the
President and CEO of Engineering Sciences Corporation (ESC), a systems and
software development company that he founded and operated for over 10 years
until he sold the Company in 1995. Before ESC, Mr. Willard held senior
management and engineering positions with Computer Sciences Corporation,
Raytheon Company, Intercon Systems Corporation and other technology development
companies.
Miles E. Allen (56) serves Paper Computer Corporation as Vice President for
Communications. Mr. Allen began working for Paper Computer in 1999 and is
responsible for the Company's early marketing and public relations. Mr. Allen
holds a bachelor s degree in Journalism/Public Relations from the University of
Maryland. He spent 20 years with the U.S. Environmental Protection Agency, most
recently as Director of the Publications Division. He has also worked in public
relations for the National Institute of Standards and Technology (NIST) and
other government agencies.
Peter Dunfield (37) has served as Chief Financial Officer of Whytecliff Capital
Corp, a merchant banking company, since July, 1999. Prior to that, he was the
Chief Financial Officer of both CVL Resources Ltd. and Essex Resource
Corporation for four years. Previously, he was a self-employed accountant and
partner of Sterling Pacific Capital. Mr. Dunfield is a director and/or officer
of several public companies on both the Toronto Stock Exchange and the Canadian
Venture Exchange.
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UN-NUMBERED ITEM: FINANCIAL INFORMATION
Provided herewith, as Attachment hereto, are unaudited financial statements
for March 31, 2000 of Paper Computer Corporation as acquired.
SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.
April 20, 2000
PNG VENTURES, INC.
by
/s/
William Stocker
special securities counsel
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- --------------------------------------------------------------------------------
UNAUDITED FINANCIAL INFORMATION
FOR THE PERIOD ENDING MARCH 31, 2000
- --------------------------------------------------------------------------------
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PAPER COMPUTER CORPORATION
INDEX TO FINANCIAL STATEMENTS
Balance Sheet for the period ended March 31, 2000 (unaudited) 6
Statements of Operations for the period ended March 31, 2000 (unaudited) 7
Statements of Stockholders' Equity (Deficit) for the period from 8
Inception (February 2, 2000) through March 31, 2000 (unaudited)
Statements of Cash Flows for the period ended March 31, 2000 (unaudited) 9
Notes to Financial Statement 10
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PAPER COMPUTER CORPORATION
BALANCE SHEET (UNAUDITED)
<TABLE>
<CAPTION>
<S> <C> <C>
March 31,
2000
----------
ASSETS
CURRENT ASSETS
Cash $ 9,229
TOTAL CURRENT ASSETS 9,229
----------
OTHER ASSETS
Paper Computer designs 100,000
TOTAL OTHER ASSETS 100,000
----------
TOTAL ASSETS $ 109,229
==========
LIABILITIES & STOCKHOLDERS' EQUITY
LIABILITIES
Note Payable $ 100,000
TOTAL LIABILITIES 100,000
----------
STOCKHOLDERS' EQUITY
Common Stock, $.001 par value; authorized 10,000,000
shares; issued and outstanding, 9,228,686 shares 9,229
Total Stockholders' Equity 9,229
----------
TOTAL STOCKHOLDERS' EQUITY $ 109,229
==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
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PAPER COMPUTER CORPORATION
STATEMENTS OF OPERATIONS (UNAUDITED)
MARCH 31, 2000
<TABLE>
<CAPTION>
<S> <C>
March 31,
2000
-----------
Revenues $ 0
-----------
Operating Expenses 0
-----------
Net Loss from Operations 0
Net Income (Loss) $ 0
===========
Loss per Share $ (0.00000)
===========
Weighted Average
Shares Outstanding 9,228,686
===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
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PAPER COMPUTER CORPORATION
STATEMENTS FO STOCKHOLDERS' EQUITY (DEFICIT)(UNAUDITED)
For the period from inception of the Development Stage
On February 2, 2000, through March 31, 2000
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Additional Accumulated Total Stock-
Common Par Paid-In Equity holders' Equity
Stock Value Capital (Deficit) (Deficit)
--------- ------ ----------- ---------- -----------------
Common Stock issued for cash
at inception 9,228,686 $9,229 $ 0 $ 0 $ 9,229
Balance at March 31, 2000 9,228,686 $9,229 $ 0 $ 0 $ 9,229
</TABLE>
The accompanying notes are an integral part of these financial statements.
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PAPER COMPUTER CORPORATION
STATEMENTS OF CASH FLOW (UNAUDITED)
MARCH 31, 2000
<TABLE>
<CAPTION>
<S> <C>
March 31,
2000
-----------
Operating Activities
Net Income (Loss) $ 0
-----------
Expenditures:
purchase of computer technology 100,000
-----------
Net cash (used) (100,000)
Add income from financing activities:
issuance of common stock 9,229
increase (decrease) in Notes Payable 100,000
-----------
Net Cash from Operations 9,229
Cash Increase (Decrease) 9,229
Beginning Cash -0-
Cash as of Statement Date $ 9,229
===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
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PAPER COMPUTER CORPORATION
NOTES TO FINANCIAL STATEMENTS
March 31, 2000
1-FORMATION AND OPERATIONS OF THE COMPANY
Paper Computer Corporation (the Company) was incorporated in the state of
Delaware on February 2, 2000. The Company has acquired the technology for the
production of a paper computer in exchange for the issuance of a note payable in
the amount of $100,000. A paper computer is typically known as an Internet
appliance, a devise that is connected to the web that performs a limited, and
usually specific, function. Examples of such devices are "web-phones" which can
be used to send and receive e-mail, home banking terminals, and "web-radios, a
relatively new Internet appliance that can only be used to listen to Internet
music programs. These appliances operate by plugging into a standard telephone
plug and connecting via the phone line with an Internet server. It intends to
market the paper computer through the production and televising of infomercials.
The Company is authorized to issue 10,000,000 Common Shares each with a par
value of $0.001. The Company has issued 9,228,686 shares of its Common Shares in
exchange for cash in the amount of $9,229. As of the date of these financial
statements the company has had no operations and is considered to be in the
development stage.
2-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) BASIS OF ACCOUNTING
Accounting records of the Company and financial statements are maintained
and prepared on an accrual basis.
(b) FISCAL YEAR
The Company's proposed fiscal year for accounting and tax purposes is
December 31.
(c) CASH EQUIVALENTS
For Financial Accounting Standards purposes, the Statement of Cash Flows,
Cash Equivalents include time deposits, certificates of deposit, and all highly
liquid debt instruments with original maturities of three months or less.
Whenever cash amounts are to be included on the Company's Statements of Cash
Flow, however, they will be comprised exclusively of cash.
3-PROPERTY AND EXECUTIVE COMPENSATION
(a) OFFICE AND RECORDS:
The Company's offices and all of its records are located at 1055 West
Hastings Street, Suite 1900, Vancouver, BC, Canada V6E 2E9 where it has the
non-exclusive use of desk and storage space at no cost to the Company. The
Company has no tangible property as of the date of this report.
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Paper Computer Corporation
Notes to Financial Statements
March 31, 2000
continued
(b) EXECUTIVE COMPENSATION:
Since inception, the Company has paid no cash compensation to its officers
or directors. Officers of the Company will be reimbursed for out-of-pocket
expenses and may be compensated for the time they devote to the Company. In
addition, Officers may receive compensation for services performed on behalf of
the Company. The terms of any such compensation will be determined on the basis
of the nature and extent of the services which may be required and will be no
less favorable to the Company than the charges for similar services made by
independent third parties who are similarly qualified. No officer or director
is required to make any specific amount or percentage of his business time
available to the Company
4-STOCKHOLDERS' EQUITY.
The Company is authorized to issue 10,000,000 shares of common stock having a
par value of $0.001. In March 2000, the Company issued 9,228,686 shares of
Common Stock, in exchange for $9,229 in cash.
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