UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
PAN-INTERNATIONAL HOLDINGS, INC.
f/k/a/ "Photovoltaics.com, Inc."
(Name of Issuer)
Common Stock, par value $.01
(Title of Class of Securities)
698072105
(CUSIP Number)
Randall W. Heinrich
1000 Louisiana, Suite 6905
Houston, Texas 77002
713-951-9100
(Name, Address, and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 5, 2000
(Date of Event which Requires Filing of this Statement)
If this filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4) check the following box [ ].
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
CUSIP No. 719401101
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1) Names of Reporting Person
Kent E. Lovelace, Jr.
S.S. or I.R.S. Identification No. of Above Person
###-##-####
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2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
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3) SEC Use Only
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4) Source of Funds:
OO
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
N/A
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6) Citizenship or place of Organization:
UNITED STATES
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(7) Sole Voting Power
Number of 3,700,000
Shares _________________________________________________________________________
Bene-
ficially (8) Shared Voting Power
owned by -0-
Each ___________________________________________________________________________
Report-
ing Person (9) Sole Dispositive Power
With 3,700,000
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(10) Shared Dispositive Power
-0-
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11) Aggregate Amount Beneficially Owned by Each Reporting Person:
3,700,000
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12) Check if the Aggregate Amount in Row (11) excludes certain shares:
[X]
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13) Percent of Class Represented by Amount in Box (11):
74.0%
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14) Type of Reporting Person
IN
ITEM 1. Security and Issuer
The class of equity securities to which this statement relates is the
common stock, par value $.01 per share (the "Common Stock"), issued by
Pan-International Holdings, Inc., a Delaware corporation f/k/a/
"Photovoltaics.com, Inc." (the "Company"), which has its principal executive
offices at 1105 30th Ave., Suite 200, Gulfport, Mississippi 39501.
ITEM 2. Identity and Background
This Statement is being filed by Kent E. Lovelace, Jr. (the "Reporting
Person"), whose principal business address is 1105 30th Ave., Suite 200,
Gulfport, Mississippi 39501. The Reporting Person is principally engaged as the
President and Chief Executive Officer of Equitrust Mortgage Corporation. The
Reporting Person is a United States citizen. During the last five years, the
Reporting Person has not been convicted in a criminal proceeding. During the
last five years, the Reporting Person has not has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and,
as a result of such proceeding, is or was subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
ITEM 3. Source and Amount of Funds or Other Consideration
The Reporting Person acquired the 3,350,000 shares of Common Stock
giving rise to the filing of this amended statement from the Zack Curtin Trust,
which until such acquisition was the Company's largest stockholder. The
aggregate purchase price for the foregoing shares was $68,000. The Reporting
Person's made an initial downpayment in the amount of $10,000 and will make the
remaining payments to the Trust on a deferred basis. The Reporting Person has
used expects to use his personal funds to pay all portions of the purchase
price, although circumstances may be such at the time that the Reporting Person
may elect to borrow or otherwise procure amounts necessary to pay the deferred
portion of the purchase price.
ITEM 4. Purpose of Transaction
The Reporting Person acquired, and the Reporting Person intends to
hold, his shares of Common Stock for purposes of seeking out an appropriate
merger candidate for the Company in a transaction that would likely result in a
change in the control and management of the Company. Only very limited
preliminary discussions regarding such a merger are going on the present time.
There can be no assurance that a merger will be completed. If a merger is
completed, there can be no assurance as to the industry in which the merged
company conducts its business, the structure of the merger, or the percentage
ownership interests of the stockholders of the Company after such merger. If a
merger were completed, the Reporting Person expects that he would transfer a
majority of the shares of Common Stock owned by him to the equity owners of the
merged company and retain some shares of his common stock.
The Reporting Person previously allowed to expire an option granted by
the Trust to purchase 300,000 shares of Common Stock.
ITEM 5. Interest in Securities of the Issuer
The Reporting Person individually owns 3,700,000 shares of Common Stock
for which he is the beneficial owner. Except for the purchase of Common Stock
and grant of stock option described above, the Reporting Person has not effected
any transaction in or with respect to the Common Stock during the past 60 days.
ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
The 3,350,000 shares of Common Stock giving rise to the filing of this
amended statement are pledged to the Trust to secured the deferred portion of
the purchase price.
ITEM 7. Material to be Filed as Exhibits
No Exhibits are being filed with this statement.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: October 16, 2000
/S/ KENT E. LOVELACE, JR.
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Name/Title__________________________________________
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
(SEE 18 U.S.C. 1001).
