UNITED STATES
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 the quarterly period ended: July 31, 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 number: 000-28587
PAN-INTERNATIONAL HOLDINGS, INC.
(Exact name of small business issuer as specified in its charter)
Delaware 65-0963621
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization identification No.)
215 Cranwood Dr., Key Biscayne, FL 33149
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(Address of principal executive officer) (Zip Code)
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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APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required
to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court Yes No ___
APPLICABLE ONLY TO CORPORATE ISSUERS
The number of shares of common stock, $0.01 par value, outstanding as
of July 31, 2000: 5,013,000 shares
Transitional Small Business Disclosure Format (check one): Yes No X
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PAN-INTERNATIONAL HOLDINGS, INC.
QUARTER ENDED JULY 31, 2000
INDEX
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PART I. FINANCIAL INFORMATION Page
Item 1. Financial Statements
Condensed Financial Statements of Pan-International Holdings, Inc.:
<S> <C>
Balance sheet as of July 31, 2000 3
Income statements for the three months and nine months
ended July 31, 2000 and 1999 4
Statements of cash flows for the nine months ended
July 31, 2000 and 1999 5
Notes to financial statements 6
Item 2. Plan of Operation 9
PART II. OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds 10
Item 6. Exhibits and Reports on Form 8-K. 10
(a)Exhibits
SIGNATURE 10
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PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements
Pan-International Holdings, Inc.
(A Development Stage Company)
Balance Sheet
As of July 31, 2000
ASSETS
Cash .................................................. $ -0-
---
Total Current Assets ............................. -0-
Intangible Assets - Patent and license (net of
$3,842 accumulated depreciation) ................. 42,268
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Total Assets ..................................... $ 42,268
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LIABILITIES & STOCKHOLDERS' EQUITY
Accounts payable ...................................... $ -0-
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Total Liabilities ................................ -0-
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Common stock, $0.01 par, 20,000,000 shares
authorized, 5,013,000 shares issued and
outstanding ...................................... 50,130
Additional paid-in capital ............................ 99,900
Retained Earnings ..................................... (107,782)
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Total Stockholders' Equity ....................... 42,268
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Total Liabilities & Stockholders' Equity ......... $ 42,268
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Pan-International Holdings, Inc.
(A Development Stage Company)
Income Statement
For the Three Months and Nine Months Ended July 31, 2000 and 1999
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Three Months Nine Months
Ended July 31 Ended July 31
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2000 1999 2000 1999
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REVENUES ............................................................... $ -0- $ -0- $ -0- $-0-
EXPENSES
General & administrative ........................................... 2,364 3,219 6,563 2,219
Licensing and web site costs ....................................... 40,427 22,291 48,927 22,291
Amortization ....................................................... 768 3,219 2,306 768
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$ 43,559 25,278 57,796 25,278
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NET LOSS ........................................................ $ (43,559) $ (25,278) ($ 57,796) $ (25,278)
=========== =========== =========== ===========
NET LOSS PER COMMON SHARE .............................................. $ (0.01) $ (0.01) ($ 0.01) $ (0.01)
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING .............................................. 5,013,000 4,757,068 4,975,515 4,728,219
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Pan-International Holdings, Inc.
(A Development Stage Company)
Statements of Cash Flows
For the Six Months Ended April 30, 2000 and 1999
2000 1999
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CASH FLOWS FROM OPERATIONS
Net deficit ..................... ($57,796) $(25,278)
Adjustments to reconcile net
deficit to cash provided
from operating activities
Amortization .............. 2,306 768
Payment of accounts payable (1,000) -0-
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NET CASH USED BY OPERATING
ACTIVITIES ................ (56,490) (24,810)
CASH FLOWS FROM INVESTING ACTIVITIES
Patent costs .................. -0- (46,110)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock ........ 55,690 94,350
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NET INCREASE (DECREASE) IN CASH (800) 23,730
CASH BEGINNING ................ 800 -0-
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CASH ENDING ................... $-0- $ 23,730
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PAN-INTERNATIONAL HOLDINGS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENT
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business Description:
Pan-International Holdings, Inc. (the Company) (formerly known as Photovoltaics.
Com, Inc.) was licensing a process to manufacture thin film solar cells
(photovoltaics). Both the Company's license and lease have been canceled. The
Company was unable to get financing to build the equipment necessary to produce
solar cells based upon the license that it previously had. The Company does own
a patent on a process to produce the photovoltaic effect with paints.
Organization:
Pan-International Holdings, Inc. (a development stage company) was incorporated
under the laws of the state of Delaware on March 10, 1999. On June 6, 2000, the
name of the Company was changed to Pan- International Holdings, Inc.
The Company is considered to be in the development stage and the accompanying
financials represent those of a development stage company.
Cash and Cash Equivalents:
For purposes of the statement of cash flows, the Company treats all short-term
investments with maturities of three months or less at acquisition to be cash
equivalents.
Use of Estimates:
The preparation of 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 revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Revenue Recognition:
Revenues of the Company are recognized at the time the services are rendered to
customers. Services are rendered when the Company's representatives receive the
customer's requests and completes the customer's orders.
Amortization:
Amortization of patents and licenses is determined utilizing the straight-line
method based generally on the estimated useful lives of the intangibles as
follows:
Patent and license 15 years
Advertising Cost:
Advertising and marketing costs are expensed as incurred. During the nine months
ended July 31, 2000, there were no advertising or marketing expenses.
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PAN-INTERNATIONAL HOLDINGS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Basic Loss per Share and Diluted Loss per Share:
In February 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 128, Earnings Per Share (SFAS No. 128), which
specifies the computation, presentation and disclosure requirements for earnings
per share. SFAS No. 128 supercedes Accounting Principle Board Opinion No. 15
entitled Earnings Per Share. Basic earnings per share are computed by dividing
income available to common stockholders (the numerator) by the weighted-average
number of common shares (the denominator) for the period. The computation of
diluted earnings per share is similar to basic earnings per share, except that
the denominator is increased to include the number of additional common shares
that would have been outstanding if the potentially dilutive common shares had
been issued.
The numerator in calculating basic earnings per share is reported net loss. The
denominator is based on the following weighted-average number of common shares:
Nine Mos. Ended July 31
2000 1999
Basic 4,795,515 4,728,219
2. CAPITAL STOCK TRANSACTIONS
The Articles of Incorporation provide for the authorization of 20,000,000 shares
of common stock at $0.01 par value.
On March 10, 1999, 3,750,000 shares of common stock valued at $0.01 per share
were issued in exchange for patent rights and cash.
On March 17, 1999, 1,000,000 shares of common stock valued at $0.02 per share
were issued in exchange for cash.
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PAN-INTERNATIONAL HOLDINGS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
2. CAPITAL STOCK TRANSACTIONS (CONTINUED)
On March 17, 1999, 5,000 shares of common stock valued at $1.00 per share were
issued in exchange for cash.
On July 31, 1999, 35,300 shares of common stock valued at $1.00 per share were
issued in exchange for cash.
One hundred fifty-five thousand shares of common stock valued at $0.01 per share
were issued in exchange for paint patent services, based on Board of Directors
assessment of value of services rendered July 31, 1999.
On January 31, 2000, the Company sold 22,700 shares of common stock at $1.00 a
share.
On April 30, 2000, the Company sold 45,000 shares of common stock at $1 per
share.
The Company's common stock as of July 31, 2000 consisted of the following:
20,000,000 shares authorized; 5,013,000 shares
issued and outstanding, at $0.01 par value. $ 50,130
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3. INTANGIBLE ASSETS
At July 31, 2000, intangible assets were summarized by major classification as
follows:
Patent and license $ 46,110
Less: Accumulated amortization (3,842)
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$ 42,218
Amortization expense for the nine months ended July 31, 2000 was $2,306.
4. OPTIONS
On November 10, 1999, the Company granted to an officer of the Company options
to purchase 50,000 shares of its common stock at a price of $1.00 per share. The
options expire on November 9, 2009. These options are exercisable as of November
10, 1999.
Subsequent to October 31, 1999, the Company amended and restated its articles of
incorporation to authorize 10,000,000 shares of Preferred Stock with a par value
of $0.01 per share.
ITEM 2. PLAN OF OPERATION.
The following matters constitute the Company's primary immediate
objectives:
At this time, The Company is attempting to find new management. The Company's
license on a patent applied for technology has been canceled as well as its
lease on a web site. The Company was unsucessful in obtaining a listing on the
US OTCBB and a listing on the Hamburg, Germany stock exchange.
INCOME STATEMENT
1. Expenses: Expenses for the quarter primarily reflect the general and
administrative expenses involved in a startup.
BALANCE SHEET
1. Intangible Assets. The intangible assets of $46,110 represents the
patent and license to be utilized in the Company's operations.
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PART II. OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds
None
Item 6. Exhibits and Reports on Form 8-K
(a) The following exhibits are filed with this Quarterly Report or
are incorporated herein by reference:
Exhibit
Number Description
27 Financial Data Schedule
(b) Reports on Form 8-K
NONE
SIGNATURE
In accordance with the requirements of the Exchange Act, the Registrant
has duly caused this Report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Pan-International Holdings, Inc.
(Registrant)
By: /s/ Lawrence F. Curtin
Lawrence F. Curtin, President
(Principal Executive Officer, Principal Financial
Officer and Principal Accounting Officer)
Dated: August 14, 2000
