SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS
Under Section 12(b) or (g) of the Securities Exchange Act of 1934
Pacific International Holding, Inc.
(Name of Small Business Issuer in its charter)
Utah 87-0439580B
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
633 Franklin Avenue, Suite 265, Nutley, New Jersey 07110
(Address of principal executive offices) (Zip Code)
Issuer=s telephone number: 973-743-6126
Securities to be registered under Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered Each class is to be registered
_____________________________ ______________________________
_____________________________ ______________________________
Securities to be registered under Section 12(g) of the Act:
Common
(Title of Class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
This Form 10-SB contains certain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. For this
purpose any statements contained in this Form 10-SB that are not statements
of historical fact may be deemed to be forward-looking statements. Without
limiting the foregoing, words such as "may," "will," "expect," "believe,"
"anticipate," "estimate" or "continue" or comparable terminology are
intended to identify forward-looking statements. These statements by their
nature involve substantial risks and uncertainties, and actual results may
differ materially depending on a variety of factors, many of which are not
within the Company=s control. These factors include but are not limited to
economic conditions generally and in the industries in which the Company
may participate; competition within the Company=s chosen industry,
including competition from much larger competitors; technological advances
and failure by the Company to successfully develop business relationships.
PART I
Item 1. Description of Business.
Pacific International Holding, Inc., ("Pacific" or the "Company") was
originally incorporated in Utah on November 3, 1986 under the name Pine
Bird Mining and Milling, Inc. On April 1, 1994, the Company changed its
name to Pacific International Holding, Inc.
The Company has not had active business operations since its inception
and is considered a development stage company. The Company intends to
seek, investigate, and if warranted, acquire an interest in a business
opportunity. The Company does not propose to restrict its search for a
business opportunity to any particular industry or geographical area and
may, therefore, engage in essentially any business in any industry. The
Company has unrestricted discretion in seeking and participating in a
business opportunity, subject to the availability of such opportunities,
economic conditions and other factors.
The selection of a business opportunity in which to participate is
complex and extremely risky and will be made by management in the exercise
of its business judgment. There is no assurance that the Company will be
able to identify and acquire any business opportunity which will ultimately
prove to be beneficial to the Company and its shareholders.
The activities of the Company are subject to several significant risks
which arise primarily as a result of the fact that the Company has no
specific business and may acquire or participate in a business opportunity
based on the decision of management which will, in all probability, act
without the consent, vote, or approval of the Company=s shareholders.
<PAGE>
Reports to Security Holders
Prior to the filing of this registration statement on Form 10-SB, the
Company was not subject to the reporting requirements of Section 12(a) or
15(d) of the Exchange Act. Upon effectiveness of this registration
statement, the Company will file annual and quarterly reports with the
Securities and Exchange Commission ("SEC"). The public may read and copy
any materials filed by the Company with the SEC at the SEC=s Public
Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. The
public may obtain information on the operation of the Public Reference Room
by calling the SEC at 1-800-SEC-0330. The Company is an electronic filer
and the SEC maintains an Internet site that contains reports and other
information regarding the Company which may be viewed at
http://www.sec.gov.
Sources of Opportunities
It is anticipated that business opportunities may be available to the
Company from various sources, including its officers and directors,
professional advisers, securities broker-dealers, venture capitalists,
members of the financial community, and others who may present unsolicited
proposals.
The Company will seek a potential business opportunity from all known
sources, but will rely principally on personal contacts of its officers and
directors as well as indirect associations between them and other business
and professional people. Although the Company does not anticipate engaging
professional firms specializing in business acquisitions or
reorganizations, if management deems it in the best interests of the
Company, such firms may be retained. In some instances, the Company may
publish notices or advertisements seeking a potential business opportunity
in financial or trade publications.
Criteria
The Company will not restrict its search to any particular business,
industry or geographical location. The Company may acquire a business
opportunity or enter into a business in any industry and in any stage of
development. The Company may enter into a business or opportunity
involving a "start up" or new company. The Company may acquire a business
opportunity in various stages of its operation.
In seeking a business venture, the decision of management of the
Company will not be controlled by an attempt to take advantage of an
anticipated or perceived appeal of a specific industry, management group,
or product or industry, but will be based upon the business objective of
seeking long-term capital appreciation in the real value of the Company.
In analyzing prospective business opportunities, management will
consider such matters as the available technical, financial and managerial
resources; working capital and other financial requirements; the history of
operations, if any; prospects for the future; the nature of present and
expected competition; the quality and experience of management services
which may be available and the depth of the management; the potential for
further research, development or exploration; the potential for growth and
expansion; the potential for profit; the perceived public recognition or
acceptance of products, services, trade or service marks, name
identification; and other relevant factors.
Generally, the Company will analyze all available factors in the
circumstances and make a determination based upon a composite of available
facts, without reliance upon any single factor as controlling.
Methods of Participation of Acquisition
Specific business opportunities will be reviewed and, on the basis of
that review, the legal structure or method of participation deemed by
management to be suitable will be selected. Such structures and methods
may include, but are not limited to, leases, purchase and sale agreements,
licenses, joint ventures, other contractual arrangements, and may involve a
reorganization, merger or consolidation transaction. The Company may act
directly or indirectly through an interest in a partnership, corporation,
or other form of organization.
Procedures
As part of the Company=s investigation of business opportunities,
officers and directors may meet personally with management and key
personnel of the firm sponsoring the business opportunity, visit and
inspect material facilities, obtain independent analysis or verification of
certain information provided, check references of management and key
personnel, and conduct other reasonable measures.
The Company will generally request that it be provided with written
materials regarding the business opportunity containing such items as a
description of product, service and company history; management resumes;
financial information; available projections with related assumptions upon
which they are based; an explanation of proprietary products and services;
evidence of existing patents, trademarks or service marks or rights
thereto; present and proposed forms of compensation to management; a
description of transactions between the prospective entity and its
affiliates; relevant analysis of risks and competitive conditions; a
financial plan of operation and estimated capital requirements; and other
information deemed relevant.
Competition
The Company expects to encounter substantial competition in its
efforts to acquire a business opportunity. The primary competition is from
other companies organized and funded for similar purposes, small venture
capital partnerships and corporations, small business investment companies
and wealthy individuals.
Employees
The Company does not currently have any employees but relies upon the
efforts of its officers and directors to conduct the business of the
Company.
Item 2. Management=s Discussion And Analysis Of Financial Statements
Plan of Operation
The Company has little cash and has experienced losses from inception.
As of March 31, 2000, the Company had cash of $470 on hand. As of that
date, the Company had no outstanding liabilities. The Company has no
material commitments for capital expenditures for the next twelve months.
As of the date of this Form 10-SB, the Company has yet to generate
positive cash flow. Since inception, the Company has primarily financed
its operations through the sale of common stock.
The Company believes that its current cash needs can be met with the
cash on hand or from loans from officers and directors for at least the
next twelve months. However, should the Company obtain a business
opportunity, it may be necessary to raise additional capital. This may be
accomplished by selling common stock of the Company or debt financing.
Management of the Company intends to actively seek business
opportunities for the Company during the next twelve months.
Item 3. Description of Property
The Company does not currently own any property. The Company utilizes
office space on a rent-free basis in the office of one of its officers
located at 633 Franklin Avenue, Suite 265, Nutley, New Jersey 07110. This
arrangement is expected to continue until such time as the Company becomes
involved in a business opportunity which necessitates expansion or
relocation.
Item 4. Security Ownership of Certain Beneficial Owners and Management;
Changes in Control
The following table sets forth as of May 18, 2000, the name and the
number of shares of the Registrant=s Common Stock, par value $.001 per
share, held of record or beneficially by each person who held of record, or
was known by the Registrant to own beneficially, more than 5% of the
4,844,378 issued and outstanding shares of the Registrant=s Common Stock,
and the name and shareholdings of each director and of all officers and
directors as a group.
Title of Name and Address of Amount and Nature of % of Class
Class Beneficial Owner Beneficial Ownership
Common Kitty Chow (1)(4) -0- -0-
633 Franklin Avenues, Suite 265
Nutley, New Jersey 07110
Common Kuen Chu (1)(2)(4) 655,696 13.54%
11 Hickory Street
Bloomfield, NJ 07003
Common Shui Yuen Chan (1)(3) 3,344,125 69.03%
2 Jay Court
Sayville, NY 11782
Common ACC Jin Tai Industrial Group, Inc.(4) 3,344,125 69.03%
149-48 Beech Avenue
Flushing, New York 11355
Common PH Gold Financial Company 644,000 13.29%
11 Hickory Street
Bloomfield, NJ 07003
Common Officers and Directors 3,999,821 82.56%
as a Group: 3 people
(1) Officer and/or director.
(2) Mr. Chu owns 11,696 shares directly and as a control person of PH Gold
Financial Company, Mr. Chu is considered beneficial owner of the 644,000
shares held by PH Gold Financial Company.
(3) Mr. Chan is the president of ACC Jin Tai Industrial Group, Inc., and
as such is considered to have beneficial ownership of the 3,344,125 shares
held by ACC Jin Tai Industrial Group, Inc.
(4) Ms. Chow and Mr. Chu are shareholders of ACC Jin Tai Industrial Group,
Inc., but do not have control positions nor are they officers or directors
of that Company and therefore are not considered to have any beneficial
ownership through ACC Jin Tai Industrial Group, Inc.
There are no contracts or other arrangements that could result in a
change of control of the Company.
Item 5. Directors, Executive Officers, Promoters and Control Persons.
The following table sets forth as of May 18, 2000, the name, age, and
position of each executive officer and director and the term of office of
each director of the Corporation.
Name Age Position Director or Officer Since
Kitty Chow 56 President and Director December, 1997
Kuen Chu 53 Secretary, Treasurer and April, 1994
Director
Shui Yuen Chan 60 Director December, 1997
All officers hold their positions at the will of the Board of
Directors. All directors hold their positions for one year or until their
successors are elected and qualified.
Set forth below is certain biographical information regarding each of
the Company=s executive officers and directors:
Lady Kitty Chow, President and Director, age 56. Lady Chow graduated
from Tian Chiang University of Taiwan and earned a certificate from New
York University for property appraisal in 1987. She has been extensively
involved in New York City real estate. Lady Chow is currently president of
Yen Tung Consulting Corp., which is a real estate/mortgage and building
management company. Lady Chow has had long term experience in financing
enterprises. Lady Chow is a Deputy Principal of Beijing Youth Enterprises
Management College. Lady Chow is also an outstanding member of the
Chinese-American Friendship Trading Association, which is a non-profit
organization with over 280 members in the U.S.
Kuen Chu, Secretary and Director, age 53. Mr. Chu received a Bachelor
Degree in Mechanical Engineering from City College of New York and has
continued his education by attending the Advanced Interactive Technology
school, an authorized Microsoft Training Center. A General Engineer in the
US Army, Mr. Chu became a China Business Consultant with Forgamo, Inc. in
May 1986. He was there until January 1993 where he worked with legal and
accounting firms in both Beijing, China and New York. Since 1993, Mr. Chu
has been a China Business Consultant for Frontier Financial Service Co.,
Ltd. where he is a liaison between client companies and the financial
communities both in China and the United States. Mr. Chu advises clients
on various merger deals and other financial matters.
Shui Yuen Chan, Director, age 60. Mr. Chan owns two Chinese
restaurants and a clothing importing company in Nassau County, New York.
Mr. Chan became involved with the China trade in the early 1980's and has
established excellent relationships with certain provincial government
officials in China. Mr. Chan has been a member of the Chinese Business
Association of New York City since 1986.
To the knowledge of management, during the past five years, no present
or former directors, executive officer or person nominated to become a
director or an executive officer of the Company:
(1) filed a petition under the federal bankruptcy laws or any state
insolvency law, nor had a receiver, fiscal agent or similar officer
appointed by a court for the business or property of such person, or any
partnership in which he was a general partner at or within two years before
the time of such filing, or any corporation or business association of
which he was an executive officer at or within two years before the time of
such filing;
(2) was convicted in a criminal proceeding or named subject of a
pending criminal proceeding (excluding traffic violations or other minor
offenses);
(3) was the subject of any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining him from or otherwise limiting, the
following activities:
(i) acting as a futures commission merchant, introducing broker,
commodity trading advisor, commodity pool operator, floor broker, leverage
transaction merchant, associated person of any of the foregoing, or as an
investment advisor, underwriter, broker or dealer in securities, or as an
affiliate person, director or employee of any investment company, or
engaging in or continuing any conduct or practice in connection with such
activity;
(ii) engaging in any type of business practice; or
(iii) engaging in any activity in connection with the purchase or
sale of any security or commodity or in connection with any violation of
federal or state securities laws or federal commodities laws;
(4) was the subject of any order, judgment, or decree, not
subsequently reversed, suspended, or vacated, of any federal or state
authority barring, suspending, or otherwise limiting for more than 60 days
the right of such person to engage in any activity described above under
this Item, or to be associated with persons engaged in any such activity.
(5) was found by a court of competent jurisdiction in a civil action
or by the Securities and Exchange Commission to have violated any federal
or state securities law, and the judgment in such civil action or finding
by the Securities and Exchange Commission has not been subsequently
reversed, suspended, or vacated
(6) was found by a court of competent jurisdiction in a civil action
or by the Commodity Futures Trading Commission to have violated any federal
Commodities law, and the judgment in such civil action or finding by the
Commodity Futures Trading Commission has not been subsequently reversed,
suspended or vacated.
Item 6. Executive Compensation.
No compensation has been paid to any officer or director of the
Company in the past three years. There are no compensatory plans or
arrangements, including payments to be received from the Company, with
respect to any officers or directors of the Company which would in any way
result in payments to any such person because of his resignation,
retirement, or other termination of such person's employment with the
Company, or any change in control of the Company, or a change in the
person's responsibilities following a change in control of the Company.
The Company has no arrangements for the remuneration of its officers
and directors, except that they will be entitled to receive reimbursement
for actual, demonstrable out-of-pocket expenses, including travel expenses,
if any, made on the Company=s behalf in the investigation of business
opportunities. No remuneration has been paid to the Company=s officers or
directors prior to the filing of this Form 10-SB. There are no agreements
or understandings with respect to the amount or remuneration those officers
and directors are expected to receive in the future. Management takes no
salaries from the Company and does not anticipate receiving any salaries in
the foreseeable future.
Compensation of Directors
None.
Employment Contracts and Termination of Employment and Change in Control
Arrangement
There are no employment contracts between the Company and any of its
officers or directors. Management takes no salaries from the Company and
does not anticipate receiving any salaries in the foreseeable future.
There are no compensatory plans or arrangements, including payments to
be received from the Company, with respect to any person named in Cash
Compensation set out above which would in any way result in payments to any
such person=s employment with the company or its subsidiaries, or any
change in control of the Company, or a change in the person=s
responsibilities following a change in control of the Company.
<PAGE>
Item 7. Certain Relationships and Related Transactions.
Although there are no current related party transactions, the
Company=s officers, directors and major shareholder have made an oral
undertaking to make loans to the Company in amounts sufficient to enable
the Company to satisfy its reporting requirements and other obligations
incumbent on it as a public company, and to commence, on a limited basis,
the process of investigating possible merger and acquisition candidates.
Any such loans will be interest free and are intended to be repaid at a
future date, if or when the Company shall have sufficient funds. The
potential loans are intended to provide for the payment of filing fees,
professional fees, printing and copying fees and other miscellaneous fees.
The Company utilizes office space provided by Kuen Chu, an officer and
director of the Company, at no charge to the Company.
Item 8. Description of the Securities.
The Company is presently authorized to issue 60,000,000 shares of
$.001 par value common stock. All shares, when issued, will be fully paid
and nonassessable. All shares are equal to each other with respect to
liquidation and dividend rights. Holders of voting shares are entitled to
one vote for each share they own at any Shareholders= meeting.
Holders of shares of common stock are entitled to receive such
dividends as may be declared by the Board of Directors out of funds legally
available therefor, and upon liquidation are entitled to participate pro-
rata in a distribution of assets available for such distribution to
Shareholders. There are no conversion, preemptive or other subscription
rights or privileges with respect to any shares.
The common stock of the Company does not have cumulative voting rights
which means that the holders of more than 50% of the voting shares voting
for election of directors may elect all of the directors if they choose to
do so. In such event, the holders of the remaining shares aggregating less
than 50% will not be able to elect any directors.
The Company has appointed American Registrar and Transfer Company, 342
East 900 South, Salt Lake City, UT 84111, telephone 801-363-9065, as the
transfer agent and registrar for the Company=s securities.
PART II
Item 1. Market Price of and Dividends on the Registrant=s Common Equity
and Other Shareholder Matters.
There currently is no trading market for the Company=s $.001 par value
common stock nor has there been a trading market for the Company=s stock
since its inception..
As of May 18, 2000, there were 130 shareholders holding 4,844,378
shares of common stock.
The Company has not paid, nor declared, any dividends since its
inception and does not intend to declare any such dividends in the
foreseeable future. The Company=s ability to pay dividends is subject to
limitations imposed by Utah law. Under Utah law, dividends maybe paid to
the extent that the corporation=s assets exceed its liabilities and it is
able to pay its debts as they become due in the usual course of business.
Item 2. Legal Proceedings.
No legal proceedings are threatened or pending against the Company or
any of its officers or directors. Further none of the Company=s officers
or directors or affiliates of the Company are parties against the Company
or have any material interests in actions that are adverse to the Company=s
interests.
Item 3. Changes in and Disagreements with Accountants.
None.
Item 4. Recent Sales of Unregistered Securities.
In 1998, the Company sold 3,344,155 shares of common stock for $3,344
cash. The stock was sold in a private transaction not involving any public
sales. The Company relied upon Section 4(2) of the Securities Act to
effect the transaction.
In 1998, the Company sold 600,000 shares of common stock for $600 cash
to individuals. The stock was sold in a private transaction not involving
any public sales. The Company relied upon Section 4(2) of the Securities
Act to effect the transaction.
Item 5. Indemnification of Directors and Officers.
There are no provisions in the Utah corporate law or the Articles of
Incorporation of the Company requiring the corporation to indemnify any of
the Company=s officers and directors.
The Articles of Incorporation of the Company provide by
indemnification as follows:
1. The corporation shall indemnify any person who was or is a part
or is threatened to be made a party to any threatened, pending,
or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that he is or
was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by
him in connection with such action, suit or proceeding if he
acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The
termination of any action suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contender or its
equivalent, shall not, of itself, create a presumption that the
person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was
unlawful.
2. The corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened pending or
completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of
such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests
of the corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such
person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the corporation
unless and only to the extent that the court of chancery of the
state of Delaware or the court in which such action or suit was
brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of
these, such person is fairly and reasonably entitled to indemnity
for such expenses which the court of chancery of the state of
Delaware or such other court shall deem proper.
3. To the extent that any person referred to in paragraphs 1 and 2
of this Article Thirteenth has been successful on the merits or
otherwise in defense of any action, suit or proceedings referred
to therein or in defense of any claim, issue or matter therein,
he shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection
therewith.
4. Any indemnification under paragraphs 1 and 2 of this Article
thirteenth (unless ordered by a court) shall be made by the
corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer,
employee or agent is proper in the circumstances because he has
met the applicable standard of conduct set forth in paragraphs 1
and 2 of this Article Thirteenth. Such determination shall be
made (a) by the board of directors by a majority vote of a quorum
consisting of directors who were not parties to such action, suit
or proceeding, or (b) if such quorum is not obtainable, or, even
if obtainable a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, or (c) by the
stockholders.
5. Expenses incurred in defending a civil or criminal action, suit
or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding as
authorized by the board of directors in the specific case upon
receipt of an undertaking by or on behalf of the director,
officer, employee or agent to repay such amount unless it shall
ultimately be determined that he is entitled to be indemnified by
the corporation as provided in this Article Thirteenth.
6. The indemnification provided by this Article Thirteenth shall not
be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any statute, bylaw,
agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, and shall
continue as to a person who has ceased to be a director, officer,
employee or agent and shall insure to the benefit of the heirs,
executors and administrators of such a person.
7. The corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against any liability
asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the corporation
would have the power to indemnify him against such liability
under the provisions of this Article Thirteenth.
8. For the purposes of this section, references to "the corporation"
include all constituent corporations absorbed in a consolidation or
merger as well as the resulting or surviving corporation or merger as
well as the resulting or surviving corporation so that any person who
is or was a director, officer, employee or agent of such a constituent
corporation or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise
shall stand in the same position under the provisions of this section
with respect to the resulting or surviving corporation as he would if
he had served the resulting or surviving corporation in the same
capacity.
The by-laws of the Company provide by indemnification as follows:
The corporation shall, to the maximum extent permitted by the Utah
General Corporation Law, indemnify each of its agents against
expenses, judgments, fines, settlements and other amounts actually and
reasonably incurred in connection with any proceeding arising by
reason of the fact any such person is or was an agent of the
corporation. For purposes of this Section, an "agent" of the
corporation includes any person who is or was a director, officer,
employee, or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee, or agent
of another corporation, partnership, joint venture, trust, or other
enterprise, or was a director, officer, employee or agent of a
corporation which was a predecessor corporation of the corporation or
of another enterprise at the request of such predecessor corporation.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to officers and directors of the
Company pursuant to the provisions of the Company=s Certificate of
Incorporation, the Company has been informed that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is therefore
unenforceable.
PART F/S
The financial statements of the Company appear at the end of this
report following the signature page, beginning with the Index to Financial
Statements.
PART III
Item 1. Index and Description of Exhibits.
Exhibit
Number Title of Document Location
1 Articles of Incorporation EX-3.(i).1
2 Amendment to Articles of Incorporation EX-3.(i).2
3 Amendment to Articles of Incorporation EX-3.(i).3
4 Amendment to Articles of Incorporation EX-3.(i).4
5 Bylaws EX-3.(ii)
6 Financial Data Schedule EX-27
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934,
the registrant caused this registration statement to be signed on its
behalf, thereunto duly authorized.
PACIFIC INTERNATIONAL HOLDING, INC.
Date: June 6, 2000 By: /s/ Kitty Chow
------------------------
Kitty Chow, President
Date: June 6, 2000 By: /s/ Kuen Chu
------------------------
Kuen Chu, Secretary and Treasurer
In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.
Date: June 6, 2000 By: /s/ Kitty Chow
------------------------
Kitty Chow
Director
Date: June 6, 2000 By: /s/ Kuen Chu
------------------------
Kuen Chu
Director
Date: June 6, 2000 By: /s/ Shui Yuen Chan
------------------------
Shui Yuen Chan
Director
INDEX TO THE FINANCIAL STATEMENTS
Independent Auditor's Report
Balance Sheet for the Quarter Ended March 31, 2000, and the Years Ended
December 31, 1999 and December 31, 1998
Statements of Operations for the Three Months Ended March 31, 2000, For the
Years Ended December 31, 1999 and December 31, 1998, and for the Period
from Inception (November 3, 1986) to March 31, 2000
Statement of Stockholders' Equity from Inception, November 2, 1986 through
March 31, 2000.
Statements of Cash Flows for the Three Months Ended March 31, 2000, For the
Years Ended December 31, 1999 and December 31, 1998, and for the Period
from Inception (November 3, 1986) to March 31, 2000
PACIFIC INTERNATIONAL HOLDING, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
WITH
INDEPENDENT AUDITOR'S REPORT
PACIFIC INTERNATIONAL HOLDING, INC.
(A Development Stage Company)
CONTENTS
PAGE
Independent Auditor's Report 1
Balance Sheets 2
Statements of Operations 3
Statement of Stockholders' Equity 4
Statements of Cash Flows 6
Notes to Financial Statements 7
[Letterhead]
Independent Auditor's Report
Board of Directors and Stockholders
Pacific International Holding, Inc.
I have audited the accompanying balance sheets of Pacific International
Holding, Inc., (a development stage company) as of December 31, 1999 and
1998 and the related statements of operations, stockholders' equity and
cash flows for the years then ended and for the period from November 3,
1986 (inception) to December 31, 1999. These financial statements are the
responsibility of the Company's management. My responsibility is to
express an opinion on the financial statements based on my audits.
I conducted my audits in accordance with generally accepted auditing
standards. Those standards require that I plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. I believe that my audits
provide a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Pacific International
Holding, Inc. at December 31, 1999 and 1998, and the results of its
operations and its cash flows for the years then ended, and from November
3, 1986 (Inception), to December 31, 1999, in conformity with generally
accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 and 5, the
Company is in the development stage and has limited assets and working
capital, and has sustained losses from its inception and during its
development stage which raise substantial doubt about its ability to
continue as a going concern. Management plans regarding those matters is
also discussed in Note 5. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/ David T. Thomson P.C.
Salt Lake City, Utah
May 9, 2000
<TABLE>
PACIFIC INTERNATIONAL HOLDING, INC.
( Development Stage Company )
BALANCE SHEETS
<CAPTION>
Mar 31, Dec 31, Dec 31,
2000 1999 1998
------- ------- -------
(Unaudited)
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS
Cash $ 470 $ 615 $ 920
Prepaid expenses - - 1,005
-------- -------- --------
Total Current Assets 470 615 1,925
-------- -------- --------
TOTAL ASSETS $ 470 $ 615 $ 1,925
======== ======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ - $ - $ 727
State franchise tax payable - 100 -
Accrued interest payable - - 53
Current portion - note payable - - 1,050
------- -------- --------
Total Current Liabilities - 100 1,830
------- -------- --------
NONCURRENT LIABILITIES
Note payable - noncurrent portion - - 3,629
------- -------- --------
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, $0.001 par value,
60,000,000 shares authorized,
4,844,378 share issued
outstanding all periods
presented 4,844 4,844 4,844
Additional paid-n capital 38,948 38,948 28,709
Deficit accumulated
during development stage (43,322) (43,277) (37,087)
-------- -------- --------
Total Stockholders'
Equity (Deficit) $ 470 $ 515 $(3,534)
-------- -------- --------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 470 $ 615 $ 1,925
======== ======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<TABLE>
PACIFIC INTERNATIONAL HOLDING, INC.
( Development Stage Company )
STATEMENTS OF OPERATIONS
<CAPTION>
For the For the From Inception
Three Months Year Ended (Nov 3, 1986)
Mar 31, Mar 31, Dec 31, Dec 31, to
2000 1999 1999 1998 Mar 31, 2000
------- ------- ------- ------- ------------
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C> <C>
REVENUES
Milling lease income $ - $ - $ - $ - $ 4,000
----- ----- ------ ------- ------
EXPENSES
Accounting - 315 1,990 1,080 3,070
Amortization expense - - - - 783
Bank charges 45 51 177 144 683
Filing fees - - - - 150
Interest - 157 289 441 905
Legal & professional fees - - - 730 8,980
Millsite lease costs - - - - 5,400
Miscellaneous expense - - - 601 601
Office expense - - - 222 222
Penalties - - - 160 580
Rent - 2,448 3,264 6,794 10,058
Shareholders expenses - - 104 205 309
State Franchise Tax - - 100 100 900
Telephone - 218 266 790 1,056
Travel - - - 5,300 5,300
Write-off Millsite lease
and uncollectible loan - - - - 11,025
------ ------ ------ ------ ------
Total Expenses 45 3,189 6,190 16,567 50,022
------ ------ ------ ------ ------
NET INCOME (LOSS)
BEFORE TAXES (45) (3,189) (6,190) (16,567) (46,022)
PROVISION FOR INCOME TAXES - - - - -
------ ------ ------ ------ ------
NET INCOME (LOSS) BEFORE
EXTRAORDINARY ITEMS (45) (3,189) (6,190) (16,567) (46,022)
EXTRAORDINARY ITEMS
Forgiveness of debt - - - - 2,700
------ ------ ------ ------ ------
NET INCOME (LOSS) $ (45) $(3,189) $(6,190) $(16,567) $(43,322)
====== ====== ====== ====== ======
EARNINGS (LOSS)
PER SHARE $ (0.00) $ (0.00) $ (0.00) $ (0.00) $ (0.01)
====== ====== ====== ====== ======
</TABLE>
The accompanying notes are an integral part of these financial statements.
<TABLE>
PACIFIC INTERNATIONAL HOLDING, INC.
( Development Stage Company )
STATEMENT OF STOCKHOLDERS' EQUITY
<CAPTION> Deficit
Accumulated
Additional During the
Common Stock Paid-in Development
Shares Amount Capital Stage Total
------- -------- --------- ------------ ---------
<S> <C> <C> <C> <C> <C>
BALANCE,
at November 3, 1986 - $ - $ - $ - $ -
(Inception)
Shares issued to
initial stockholders
for cash,
November 3, 1986
at $.01 per share 200,000 2,000 - - 2,000
Shares issued to
initial stockholders
in exchange for
Millsite Lease
assignment,
November 1896 at
$.01 per share 802,500 8,025 - - 8,025
Net income (loss)
from November 3,
1986 (inception) to
December 31, 1986 - - - (1,078) (1,078)
--------- ------ ------- ------ ------
BALANCE,
December 31, 1986 1,002,500 10,025 - (1,078) 8,947
Net income (loss)
for the year ended
December 31, 1987 - - - 906 906
--------- ------ ------- ------ ------
BALANCE,
December 31, 1987 1,002,500 10,025 - (172) 9,853
Capital contributed
by related party - - 1,050 - 1,050
Net income (loss)
for the year ended
December 31, 1988 - - - (10,348) (10,348)
--------- ------ ------- ------ ------
BALANCE,
December 31, 1988 1,002,500 10,025 1,050 (10,520) 555
Net income (loss)
for the year ended
December 31, 1989 - - - (184) (184)
--------- ------ ------- ------ ------
BALANCE,
December 31, 1989 1,002,500 10,025 1,050 (10,704) 371
Net income (loss)
for the year ended
December 31, 1990 - - - (180) (180)
--------- ------ ------- ------ ------
BALANCE,
December 31, 1990 1,002,500 10,025 1,050 (10,884) 191
Net income (loss)
for the year ended
December 31, 1991 - - - (161) (161)
--------- ------ ------- ------ ------
BALANCE,
December 31, 1991 1,002,500 10,025 1,050 (11,045) 30
Net income (loss)
for the year ended
December 31, 1992 - - - (24) (24)
--------- ------ ------- ------ ------
BALANCE,
December 31, 1992 1,002,500 10,025 1,050 (11,069) 6
Capital contributed
by stockholder - - 782 - 782
Net income (loss)
for the year ended
December 31, 1993 - - - (788) (788)
--------- ------ ------- ------ ------
BALANCE,
December 31, 1993 1,002,500 10,025 1,832 (11,857) -
Change in authorized
shares from 5,000,000
to 50,000,000 and
par value from $.01
to $.001 - (9,023) 9,023 - -
Shares issued for
professional
compensation and for
consulting services
at par value of
$.001 per share 8,000,000 8,000 - - 8,000
Capital contributed
by related party - - 25 - 25
Net income (loss)
for the year ended
December 31, 1994 - - - (8,125) (8,125)
--------- ------ ------- ------ ------
BALANCE,
December 31, 1994 9,002,500 9,002 10,880 (19,982) (100)
Capital contributed
by related party - - 25 - 25
Net income (loss)
for the year ended
December 31, 1995 - - - (171) (171)
--------- ------ ------- ------ ------
BALANCE,
December 31, 1995 9,002,500 9,002 10,905 (20,153) (246)
Capital contributed
by related party - - 25 - 25
Net income (loss)
for the year ended
December 31, 1996 - - - (179) (179)
--------- ------ ------- ------ ------
BALANCE,
December 31, 1996 9,002,500 9,002 10,930 (20,332) (400)
Reverse split on a
basis of 1 for 10 (8,102,277) (8,102) 8,102 - -
Capital contributed
by related party - - 25 - 25
Net income (loss)
for the year ended
December 31, 1997 - - - (188) (188)
--------- ------ ------- ------ ------
BALANCE,
December 31, 1997 900,223 900 19,057 (20,520) (563)
Sale of stock to
a corporation for
cash at $.001 par 3,344,155 3,344 - - 3,344
Sale of stock to
certain
individuals for
cash at $.001 par 600,000 600 - - 600
Capital contributed
by related party - - 9,652 - 9,652
Net income (loss)
for the year ended
December 31, 1998 - - - (16,567) (16,567)
--------- ------ ------- ------ ------
BALANCE,
December 31, 1998 4,844,378 4,844 28,709 (37,087) (3,534)
Capital contributed
by related party - - 10,239 - 10,239
Net income (loss)
for the year ended
December 31, 1999 - - - (6,190) (6,190)
--------- ------ ------- ------ ------
BALANCE,
December 31, 1999 4,844,378 4,844 38,948 (43,277) 515
Net income (loss)
for the three
months ended
March 31, 2000
(Unaudited) - - - (45) (45)
--------- ------ ------- ------ ------
BALANCE,
March 31, 2000 4,844,378 $4,844 $38,948 $(43,322) $ 470
(Unaudited) ========= ====== ======= ====== ======
</TABLE>
The accompanying notes are an integral part of these financial statements.
<TABLE>
PACIFIC INTERNATIONAL HOLDING, INC.
( Development Stage Company )
STATEMENT OF CASH FLOWS
<CAPTION>
For the For the From Inception
Three Months Year Ended (Nov 3, 1986)
Mar 31, Mar 31, Dec 31, Dec 31, to
2000 1999 1999 1998 Mar 31, 2000
------- ------- ------- ------- ------------
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES
Cash paid for Millsite
Lease $ - $ - $ - $ - $ (4,000)
Cash paid for
Organization costs - - - - (783)
Cash paid for interest - - (289) (137) (426)
Cash paid for expenses (145) (3,604) (5,576) (13,275) (21,787)
------ ------ ------ ------- -------
Net cash (used) by
operating activities (145) (3,604) (5,865) (13,412) (26,996)
------ ------ ------ ------- -------
CASH FLOWS FROM INVESTING
ACTIVITIES
Loan to stockholder - - - - (3,000)
------ ------ ------ ------- -------
Net cash used in
investing activities - - - - (3,000)
------ ------ ------ ------- -------
CASH FLOWS FROM FINANCING
ACTIVITIES
Issuance of common
stock for cash - - - - 5,944
Note payable - - - 5,000 5,000
Payments on note payable - (249) (4,679) (321) (5,000)
Cash contributed by
stockholder - 3,900 10,239 9,653 21,822
Loan from related party - - - - 2,700
------ ------ ------- ------- -------
Net cash (used) by
financing activities - 3,651 5,560 14,332 30,466
------ ------ ------- ------- -------
NET INCREASE (DECREASE)
IN CASH (145) 47 (305) 920 470
CASH AT BEGINNING
OF PERIOD 615 920 920 - -
------ ------ ------ ------ ------
CASH AT END
OF PERIOD $ 470 $ 967 $ 615 $ 920 $ 470
====== ====== ====== ====== ======
RECONCILIATION OF NET
INCOME (LOSS) TO NET
CASH PROVIDED (USED)
BY OPERATING ACTIVITIES
NET INCOME (LOSS) $ (45) $(3,189) $(6,190) $(16,567) $(43,321)
Adjustments to reconcile
net (loss) to net cash
(used) by operating
activities
Amortization of
organization costs - - - - 783
Forgiveness of debt - - - - (2,700)
Write-off of Millsite
Lease and uncollectable
loan - - - - 11,025
Stock issued for
payment of expenses - - - - 8,000
Change in assets
and liabilities
(Increase) decrease in
stock subscription
receivable - - - 3,944 -
(Increase) decrease in
organization costs - - - - (783)
(Increase) decrease in
prepaid expenses - - 1,005 (1,005) -
(Increase) decrease in
due from officer - - - - -
Increase (decrease) in
franchise tax payable (100) - 100 (520) -
Increase (decrease) in
accrued interest payable - (3) (53) 9 -
Increase (decrease) in
accounts payable - (412) (727) 727 -
------ ------ ------ ------ ------
Net cash (used) by
operating activities $ (145) $(3,604) $(5,865) $(13,412) $(26,996)
====== ====== ====== ====== ======
</TABLE>
The accompanying notes are an integral part of these financial statements.
PACIFIC INTERNATIONAL HOLDING, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - ORGANIZATION
The Company was organized November 3, 1986 under the laws of the State
of Utah under the name Pine Bird Mining & Milling, Inc. On April 1,
1994, the Company changed its name to Pacific International Holding,
Inc. The business purpose of the Company was to seek potential
business ventures which would allow for long term growth. The
Company's offices are located in Nutley, New Jersey. Since its
inception the Company has had no operating revenue. The Company has
elected a fiscal year end of December 31st. The Company is considered
a development stage company as defined in SFAS No. 7.
The Company, has at the present time, not paid any dividends and any
dividends that may be paid in the future will depend upon the
financial requirements of the Company and other relevant factors. The
Company expended all of its assets during 1993 and has been basically
dormant through 1997. The Company has expenses during 1999 and 1998
which were related to costs associated with its search for new
business, discussions with potential business partners and tentative
efforts to merge with businesses in China. Officers and stockholders
of the Company have been contributing cash to the Company to pay
expenses required to maintain it's good standing with the State of
Utah and to maintain its existence and to provide working capital for
its activities initiated in 1998.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Income Taxes - Due to a losses at December 31, 1999 and 1998 and
operating losses every year, but one, since inception, no provision
for income taxes have been provided on these financial statements.
There are no deferred income taxes resulting from income and expense
items being reported for financial accounting and tax reporting
purposes in different periods. The Company has not filed its Federal
tax returns since its inception. It has no operating loss
carryforwards because losses it has had since inception have not been
established for tax purposes by the filing of applicable tax returns.
It is management's intention to file the required Federal tax returns.
The Company has filed its Utah State tax returns.
Earnings (Loss) per Share - The computation of earnings (loss) per
share of common stock is based on the weighted average number of
shares outstanding during the periods presented.
Cash and Cash Equivalents - The Company considers all highly liquid
debt instruments purchased with a maturity of three months or less to
be cash equivalents. The Company had no non-cash financing activities
during 1999 and 1998.
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.
Unaudited Interim Information - In the opinion of management, the
unaudited financial statements reflect all adjustments, consisting
only of normal adjustments, necessary to present fairly, the financial
position of the Company at March 31, 2000 and 1999 and the results of
operations and cash flows for the three months then ended. The
results of operations and cash flows for the three months ended March
31, 2000 should not necessarily be taken as indicative of the results
of operations and cash flows for the entire year ended December 31,
2000.
NOTE 3 - COMMON STOCK TRANSACTIONS
At inception, the Company sold 200,000 of its shares of commons stock
at par ($.01) for $2,000. It also issued 802,500 shares of common
stock at par for an assignment of a lease on a millsite in Nevada.
The lease assignment was valued at $8,025.
During 1994, the Company increased it authorized shares from 5,000,000
to 50,000,000 shares and changed its par valued to $.001 from $.01 and
issued 8,000,000 shares as compensation for professional and
consulting services which were valued at par for a total of $8,000.
During 1996, the Company reverse split its shares outstanding on a 1
for 10 basis and changed its authorized shares from 50,000,000 to
60,000,000. All references in the accompanying financial statements
to the number of common shares and per share amounts have been
restated to reflect the stock split. During 1998, the company issued
3,944,155 of its common stock for cash at a value of $.001 per share
for $3,944.
NOTE 4 - RELATED PARTY TRANSACTIONS
A related party to a stockholder of the Company during 1988
contributed $1,050 to the Company to be used as operating capital.
During 1993 through 1999, officers, directors, and stockholders of the
Company have contributed additional moneys to the Company to pay
certain expenses.
NOTE 5 - GOING CONCERN
The Company has experienced losses totaling $43,277 from inception
through December 31, 1999. The Company's only asset is cash and it has
only $515 of equity. The Company has yet to generate any income from
operations due to it not yet developing any business activity.
Officers of the Company have been paying expenses of the Company
required to maintain it's good standing with the State of Utah and to
maintain it's existence. In light of these circumstances, the ability
of the Company to continue as a going concern is substantially in
doubt. The financial statements do no included any adjustments that
might result from the outcome of this uncertainty.
Management plans are to seek another entity that wants to consummate
an acquisition by allowing the purchasing entity to buy or exchange
unissued shares of the Company's common stock in order to become a
part of a public company. Management believes its corporate structure
and status as a public corporation will make it an attractive business
for a small or medium size corporation which is seeking to become a
public entity thought the merger with a current public corporation.
NOTE 6 - EXTRAORDINARY ITEMS AND ASSETS WRITTEN-OFF
During 1988, the Company treated $2,700 of debt as forgiven.
Management deemed that the Company would not be required to repay the
loan and thus it has been treated as extraordinary income on the
financial statements. Also, during 1988 the Company wrote off the
Millsite Lease valued at $8,025 and a loan for $3,000 to zero. The
assets were deemed to be worthless at the end of 1988. The items have
been combined and shown as written-off on the financial statements.
NOTE 7 - SUPPLEMENTAL STATEMENT OF CASH FLOWS INFORMATION
At inception, The Company issued common stock for a millsite lease
valued at $8,025. The Company has had no noncash investing activities
since inception. During 1993, The Company issued stock to pay for
expenses which were valued at $8,000.
