U.S. 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 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. 000-30771
PACIFIC INTERNATIONAL HOLDING, INC.
(Exact name of small business issuer as specified in its charter)
Utah 87-0439580B
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
633 Franklin Avenue, Suite 265, Nutley, New Jersey 07110
(Address of principal executive offices)
973-743-6126
(Issuer's telephone number)
Not Applicable
(Former name, address and fiscal year, if changed since last report)
Check whether the issuer (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act during the
preceding 12 months (or for such shorter period that the issuer
was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [ X] No [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:
Check whether the registrant has filed all documents and reports
required to be filed by Sections 12, 13, or 15(d) of the
Exchange Act subsequent to the distribution of securities under
a plan confirmed by a court. Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
State the number of shares outstanding of each of the issuer's
classes of common equity, as of November 13, 2000: 8,239,903
shares of common stock.
Transitional Small Business Format: Yes [ ] No [ X ]
<PAGE>
FORM 10-QSB
PACIFIC INTERNATIONAL HOLDING, INC.
INDEX
Page
PART I. Financial Information
Item I. Financial Statements 3
Pacific International Holding, Inc.
(unaudited)
Balance Sheets - September 30, 2000 4
(unaudited) and December 31, 1999
Statements of Operations (unaudited) for
the Three Months and Nine Months Ended 5
September 30, 2000 and 1999, and for the
Period from January 13, 1986 (Inception)
to September 30, 2000
Statements of Cash Flows (unaudited) for 6
the Three Months and Nine Months Ended
September 30, 2000 and 1999, and from the
Period from January 13, 1986 (Inception)
to September 30, 2000
Notes to Financial Statements 8
Tamasik Technologies Corporation
(audited)
Independent Auditor's Report 9
Balance Sheet 10
Statement of Operations 11
Statement of Stockholders' Equity 12
Statement of Cash Flows 13
Notes to Financial Statements 14
Pacific International Holding,
Inc./Tamasik Technologies Corporation
(unaudited)
Pro Forma Financial 16
Combined Balance Sheet 17
Combined Statement of Operations 18
Pro Forma Combined Notes to Financial 19
Statements
2
<PAGE>
Item 2. Management's Discussion and 20
Analysis of Financial Condition or Plan
of Operation
PART II. Other Information 21
Item 6. Exhibits and Reports on Form 8-K 24
Signatures 25
(Inapplicable items have been omitted)
PART I.
Financial Information
Item 1. Financial Statements
In the opinion of management, the accompanying unaudited
financial statements included in this Form 10-QSB reflect all
adjustments (consisting only of normal recurring accruals)
necessary for a fair presentation of the results of operations
for the periods presented. The results of operations for the
periods presented are not necessarily indicative of the results
to be expected for the full year.
Also included with this report are the audited financial
statement for Tamasik Technologies Corporation from Inception,
June 9, 2000 to September 30, 2000 and unaudited Pacific
International Holding, Inc./Tamasik Technologies Corporation Pro
Forma Combined Balance Sheet and Income Statement
3
<PAGE>
<TABLE>
PACIFIC INTERNATIONAL HOLDING, INC.
( Development Stage Company )
BALANCE SHEETS
<CAPTION>
Sep 30, Dec 31,
2000 1999
------- -------
(Unaudited)
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash $ 1,513 $ 615
-------- --------
Total Current Assets 1,513 615
-------- --------
OTHER ASSETS
Other Receivables 1,000 -
-------- --------
TOTAL ASSETS $ 2,513 $ 615
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ - $ -
State franchise tax payable - 100
Accrued interest payable 170 -
S/T Advance - Related Party 4,000 -
------- --------
Total Current Liabilities 4,170 100
------- --------
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
Additional paid-n capital 38,948 38,948
Deficit accumulated
during development stage (45,449) (43,277)
-------- --------
Total Stockholders'
Equity (Deficit) $ (1,657) $ 515
-------- --------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUI $ 2,513 $ 615
======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
<TABLE>
PACIFIC INTERNATIONAL HOLDING, INC.
( Development Stage Company )
STATEMENTS OF OPERATIONS
<CAPTION> (Unaudited)
For the Three For the Nine Cumulative
Months Ended Months Ended During the
September 30, September 30, Development
Stage
2000 1999 2000 1999
------- ------- ------- --------- -----------
<S> <C> <C> <C> <C> <C>
REVENUES
Milling lease income $ - $ - $ - $ - $ 4,000
----- ----- ------ ------- ------
EXPENSES
General & administrative 597 718 2,002 5,306 32,365
Franchise tax expense - - - - 900
Millsite lease costs - - - - 5,400
Write-off Millsite lease
and uncollectible loan - - - - 11,025
Amortization - - - - 783
------ ------ ------ ------ ------
Total Expenses 597 718 2,002 5,306 50,473
------ ------ ------ ------ ------
NET INCOME (LOSS)
FROM OPERATIONS (597) (718) (2,002) (5,306) (46,473)
OTHER INCOME (EXPENSE)
Miscellaneous expense - - - - (601)
Interest expense (100) - (170) (289) (1,075)
------ ------ ------ ------ ------
NET INCOME (LOSS) BEFORE
EXTRAORDINARY ITEM (697) (718) (2,172) (5,595) (48,149)
EXTRAORDINARY ITEM
Forgiveness of debt - - - - 2,700
------ ------ ------ ------ ------
NET INCOME (LOSS) $ (697) $ (718) $(2,172) $(5,595) $(45,449)
====== ====== ====== ====== ======
INCOME (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.
5
<PAGE>
<TABLE>
PACIFIC INTERNATIONAL HOLDING, INC.
( Development Stage Company )
STATEMENT OF CASH FLOWS
<CAPTION> (Unaudited)
For the Three For the Nine Cumulative
Months Ended Months Ended During the
September 30, September 30, Development
2000 1999 2000 1999 Stage
------- ------- ------- ------- -----------
<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 - - - - (426)
Cash paid for expenses (1,597) (718) (2,102) (5,709) (24,744)
------ ------ ------ ------- -------
Net cash used by
operating activities (1,597) (718) (3,102) (5,709) (29,953)
------ ------ ------ ------- -------
CASH FLOWS FROM INVESTING
ACTIVITIES
Loan to stockholder - - - - (3,000)
------ ------ ------ ------- -------
CASH FLOWS FROM FINANCING
ACTIVITIES
Issuance of common
stock for cash - - - - 5,944
Note payable - - - - 5,000
Payments on note payable - - - (421) (5,000)
Cash contributed by
stockholder - - - - 21,822
Loan from related party - 1,000 4,000 5,901 6,700
------ ------ ------- ------- -------
Net cash provided by
financing activities - 1,000 4,000 5,480 34,466
------ ------ ------- ------- -------
NET INCREASE (DECREASE)
IN CASH (1,597) 282 898 (229) 1,513
CASH AT BEGINNING
OF PERIOD 3,110 409 615 920 -
------ ------ ------ ------ ------
CASH AT END
OF PERIOD $1,513 $ 691 $1,513 $ 691 $1,513
====== ====== ====== ====== ======
6
<PAGE>
RECONCILIATION OF NET INCOME (LOSS) TO NET
CASH PROVIDED (USED) BY OPERATING ACTIVITIES
NET INCOME (LOSS) $ (697) $(718) $(3,172) $ (5,595) $(45,449)
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
accounts receivable (1,000) - - - (1,000)
(Increase) decrease in
organization costs - - - - (782)
(Increase) decrease in
prepaid expenses - - - 585 -
(Increase) decrease in
due from officer - - - - -
Increase (decrease) in
franchise tax payable - - (100) - -
Increase (decrease) in
accrued interest payable 100 - 170 28 170
Increase (decrease) in
accounts payable - - - (727) -
------ ------ ------ ------ ------
Total adjustments (900) - 70 (114) 15,496
ash (used) by
operating activities $(1,597) $ (718) $(3,102) $ (5,709) $(29,953)
====== ====== ====== ====== ======
</TABLE>
The accompanying notes are an integral part of these financial statements.
7
<PAGE>
PACIFIC INTERNATIONAL HOLDING, INC.
(A Development Stage Company)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
NOTE 1 - CONDENSED FINANCIAL STATEMENTS
The accompanying financial statements have been prepared by the
Company without audit. In the opinion of management, all
adjustments (which include only normal recurring adjustments)
necessary to present fairly the financial position, results of
operation and cash flows at September 30, 2000 and for all
periods presented have been made.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted.
It is suggested that these condensed financial statements be read
in conjunction with the financial statements and notes thereto
included in the Company's December 31, 1999 audited financial
statements. The results of operations for the periods ended
September 30, 2000 and 1999 are not necessarily indicative of the
operating results for the full year.
NOTE 2 - SHORT TERM LOAN - RELATED PARTY
The short term loan is with a director of the Company. The loan
is to be repaid within 12 months or sooner. The loan origination
date is April 27, 2000. The loan is unsecured and carries
interest at 10% per annum.
8
<PAGE>
Independent Auditor's Report
Board of Directors
Tamasik Technologies Corporation
I have audited the accompanying balance sheet of Tamasik
Technologies Corporation (A development stage company) as of
September 30, 2000 and the related statements of operations,
stockholders' equity and cash flows from inception (June 9, 2000)
to September 30, 2000. 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
audit.
I conducted my audit 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 misstatements. 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
audit provides 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
Tamasik Technologies Corporation (A development stage company) as
of September 30, 2000, and the results of its operations and its
cash flows from inception (June 9, 2000) to September 30, 2000 in
conformity with generally accepted accounting principles.
As discussed on Note 1, the Company has been in the development
stage since its inception on June 9, 2000. The Company is just
starting its business, and has a deficit from inception totaling
$704. Realization of a major portion of the assets is dependent
upon the Company's ability to meet its future financing
requirements, and the success of future operations. These factors
raise substantial doubt about the Company's ability to continue
as a going concern.
/s/ David T. Thomson, P.C.
Salt Lake City, Utah
November 10, 2000
9
<PAGE>
TAMASIK TECHNOLOGIES CORPORATION
(A Development Stage Company)
BALANCE SHEET
ASSETS
September 30,
2000
[S]
CURRENT ASSETS:
Cash $ 236
Prepaid expense 1,000
Refund due - overpaid commissions 1,800
Total Current Assets 3,036
OTHER ASSETS
Deposit 2,500
Total Other Assets 2,500
TOTAL ASSETS $ 5,536
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 1,844
Accrued liabilities 1,000
Total Current Liabilities 2,844
STOCKHOLDERS' EQUITY:
Common stock; $,001 par value, 50,000,000
shares authorized, 3,395,525 shares issued and
outstanding 3,396
Additional paid-in capital -
Deficit accumulated during the development stage (704)
Total Stockholders' Equity 2,692
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 5,536
The accompanying notes are an integral part of these financial statements.
10
<PAGE>
TAMASIK TECHNOLOGIES CORPORATION
(A Development Stage Company)
STATEMENT OF OPERATIONS
<TABLE> From
Inception
(June 9, 2000)
to September 30,
2000
<S> <C>
FEES FOR SERVICES $ 32,920
DIRECT COST OF SERVICES (16,147)
GROSS PROFIT 16,773
OPERATING EXPENSES
Advertising 4,880
Rentexpense 3,750
General and administrative 8,847
Total Operating expense 17,477
NET INCOM5 (LOSS) $ (704)
EARNINGS (LOSS) PER SHARE $ (0.00)
</TABLE>
The accompanying notes are an integral part of these financial statements.
11
<PAGE>
TAMASIK TECHNOLOGIES CORPORATION
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
<TABLE>
Deficit
Accumulated
Common Stock Additional From Inception
Paid-in to September 30,
Shares Amount Capital 2000
<S> <C> <C> <C> <C>
BALANCE, June 9, 2000 (inception) - $ - $ - $ -
Shares issued to officer for seirvices at $.001 per share
June 2000 3,395,525 3,396 - _
Net loss from inception to
September 30, 2000 - - - (704)
BALANCE, September 30, 20OO 3,395,525 $3,396 $ - $(704)
</TABLE>
The accompanying notes are an integral part of these financial statements.
12
<PAGE>
TAMASIK TECHNOLOGIES CORPORATION
(A Development Stage Company)
STATEMENT OF CASH FLOWS
From
Inception
(June 9, 2000)
<TABLE> to September 30,
2000
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Cash received for services $ 32,920
Cash paid for expenses (32,664)
Total cash used in operating activities 236
CASH FLOWS FROM INVESTING ACTIVITIES -
CASH FLOWS FROM FINANCING ACTIVITIES -
NET INCREASE (DECREASE) IN CASH 236
CASH - BEGINNING OF PERIOD -
CASH - END OF PERIOD $ 236
RECONCILIATION OF NET INCOME (LOSS) TO NET CASH PROVIDED (USED)
BY OPERATING ACTIVITIES
NET INCOME (LOSS) $ (704)
Adjustments to reconcile net income (loss) to net cash
provided (used) by operating activities
Common stock issued for services 3,396
Changes in assets and liabilities
Increase in prepaid expenses (1,000)
Increase in refund due - overpaid commissions (1,800)
Increase in deposit (2,500)
Increase in accounts payable 1,844
Increase in accrued expenses 1,000
Total Adjustments 940
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES $ 236
NONCASH TRANSACTIONS
Common stock issued for services $ 3,396
</TABLE>
The accompanying notes are an integral part of these financial statements
13
<PAGE>
Tamasik Technologies Corporation
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization - Tamasik Technologies Corporation (the
Company) was organized under the laws of the State of Utah
on June 9, 2000 and has elected a fiscal year end of
December 31st . The Company was formed to provide via the
internet, online e-commerce solutions to merchants through
online auctions and online shopping. The Company also
provides web development and web page design, web hosting,
affiliate sales commissions, advertisements, and e-commerce
solutions for merchants. All revenue to date is from fees
for the above services. The Company's offices are located
in Flushing, New York. The Company is just starting its
planned principle operations and is considered a development
stage company as defined in SFAS No. 7.
Net Earnings Per Share - The computation of net income
(loss) per share of common stock is based on the weighted
average number of shares outstanding during the period
presented.
Income Taxes - Due to an operating loss at September 30,
2000, no provisions for income taxes has been made. To date,
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 yet completed its first year of taxable operations and
thus the first year tax information is not available.
Revenue Recognition - The Company recognizes revenue for
its services at the time the services have been completed.
Cash and Cash Equivalents - For purposes of the statement
of cash flows, the Company considers all highly liquid debt
instruments purchased with a maturity of three months or
less 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.
NOTE 2 - EQUITY TRANSACTIONS
The Company on June 9, 2000 issued 3,395,525 shares of $.001
par value common stock at par value in exchange for services
which at the time of exchange were deemed to have a value of
$3,396.
NOTE 3 - COMMITMENTS AND AGREEMENTS
The Company has leased office space in Flushing, New York at
$1,250 per month for twelve months through June 30, 2001;
$1,350 per month through June 30, 2002; and $1,395.50 per
month through June 30, 2003. The Company paid a $2,500
deposit as a condition of the lease.
As part of some of the contracts for services entered into
with clients, the Company has included a one year of free
hosting as part of the fee paid for its services.
14
<PAGE>
Tamasik Technologies Corporation
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOTE 4 - RELATED PARTY TRANSACTIONS
Of the $16,147 of costs attributed to direct expenses
related to service revenue, $7,201 was paid to the
Company's' President and sole stockholder for his work
associated with website design and engineering. Also
included in the above were payments related to the use of
equipment owned by the President and sole stockholder for
website design and engineering and other revenue activities
provided by the Company as described above in Note 1.
NOTE 5 - SUBSEQUENT EVENTS
On November 10, 2000, The Company became a wholly owned
subsidiary of Pacific International, Holding, Inc.
(Pacific). All of the issued and outstanding common shares
of the Company were exchanged for 3,395,525 shares of common
stock of Pacific. The exchange was pursuant to an Agreement
and Plan of Reorganization dated November 10, 2000. The
shares were not issued in connection with any public
offering. Pacific is a Development Stage Company
incorporated in the State of Utah. It is anticipated that
the business combination will be treated for accounting
purposes as purchase of The Company by Pacific.
15
<PAGE>
PACIFIC INTERNATIONAL HOLDING, INC.
TAMASIK TECHNOLOGIES CORPORATION
PROFORMA COMBINED BALANCE SHEET AND INCOME STATEMENT
(Unaudited)
The following unaudited proforma combined balance sheet and
statement of operations aggregates the balance sheet and
statement of operations of Pacific International Holding, Inc.
(Parent) (A Utah Corporation) as of September 30, 2000 and the
balance sheet and statement of operations of Tamasik Technologies
Corporation (Subsidiary) (A Utah Corporation) as of September 30,
2000 giving effect to a transaction completed on November 10,
2000, wherein Parent acquired Subsidiary as a wholly-owned
subsidiary (the "Acquisition"). This business combination is
treated as a purchase of Subsidiary by Parent. Parent issued
common stock in exchange for all of the issued and outstanding
shares of Subsidiary. The following proforma balance sheet and
statement of operations uses the assumptions as described in the
notes and the historical financial information available at
September 30, 2000. The financial statements of Parent at
September 30, 2000 are reviewed. The financial statements of
Subsidiary at September 30, 2000 are audited.
The unaudited proforma combined balance sheet and statement of
income should be read in conjunction with the separate financial
statements and related notes thereto of Parent and Subsidiary.
The unaudited proforma condensed combined balance sheet and
statement of income are not necessarily indicative of the
condensed combined balance sheet and statement of income which
might have existed for the periods indicated or the results of
operations as they may appear now or in the future.
16
<PAGE>
PACIFIC INTERNATIONAL HOLDING, INC.
TAMASIK TECHNOLOGIES CORPORATION
PROFORMA COMBINED BALANCE SHEET
(Unaudited)
Giving effect to an Acquisition on November 10, 2000
<TABLE>
Pacific
International Tamasik Proforma
Holding, Technologies Increase Proforma
<S> Inc. Corporation (Decrease) Combined
ASSETS (9-30-00) (9-30-00)
<C> <C> <C> <C>
Current Assets:
Cash $ 1,513 $ 236 $ - $ 1,749
Prepaid expense - 1,000 - 1,000
Refund due -
overpaid commissions - 1,800 - 1,800
Total Current Assets 1,513 3,036 - 4,549
Other Assets
Deposit - 2,500 - 2,500
Other receivable 1,000 - (1,000) (2) -
Total Other Assets 1,000 2,500 (1,000) 2,500
Total Assets $ 2,513 $ 5,5215 $ (1,000) 7,049
-------- -------- --------- -------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable - 1,844 - 1,844
Accrued liabilities 170 1,000 (1,000) (2) 170
Short-term advance -
related party 4,000 - - 4,000
Total Current Liabilities 4,170 2,844 (1,000) 6,014
------- ------- ---------- ------
Stockholders' Equity
Common stock, $.001 par value,
60,000,000'shares
authorized, 8,239,903 shares
issued and outstanding 4,844 3,396 8,240
Additional paid-in
capital 38,948 - (704) (1) 38,244
Deficit accumulated during
the development stage (45,449) (704) 704 (1) (45,449)
Total Stockholders'
Equity (deficit) (1,657) 2,692 - 1,035
Total Liabilities and
Stockholders' Equity $ 2,513 5,536 $ (1,000) $ 7049
----------- ------- --------- ----------
</TABLE>
The accompanying notes are an integtal part of this balance sheet.
17
<PAGE>
PACIFIC INTERNATIONAL HOLDING, INC.
TAMASIK TECHNOLOGIES CORPORATION
PROFORMA COMBINED STATEMENT OF OPERATIONS
(Unaudited)
Giving effect to an Acquisition on November 10, 2000
<TABLE>
<C> <C> <C> <C>
Pacific
International Tamasik Proforma
Holding Technologies Increase Proforma
Inc. Corporation (Decrease) Combined
(1-1-00 to (6-9-00 to
9-30-00) 9-30-00)
<S>
FEES FOR SERVICES $ - $ 32,920 $ - $ 32,920
DIRECT COST OF SERVICES - (19,603) - (19,603)
Gross profit - 13,317 - 13,317
OPERATING EXPENSES
Advertising - 4,880 - 4,880
Rent expense - 3,750 - 3,750
General and administrative 2,002 5,391 - 7,393
Total operating expenses 2,002 14,021 - 16,023
Loss from operations (2,002) (704) - (2,706)
OTHER EXPENSES
Interest expense (170) - - (170)
NET LOSS $ (2,172) $ (704) $ - $ (2,876)
Earning loss Per Share $ (0.00)
<TABLE/>
The accompanying notes are an integral part of this statement of operations
18
<PAGE>
PACIFIC INTERNATIONAL HOLDING, INC.
TAMASIK TECHNOLOGIES CORPORATION
PROFORMA COMBINED NOTES TO THE FINANCIAL STATEMENTS
(Unaudited)
Proforma Adjustments - (1) Pacific International Holding, Inc.
acquired all of the issued and outstanding shares of Tamasik
Technologies Corporation in exchange for 3,395,525 restricted
shares of previously authorized but unissued shares of its common
stock. The business combination is being treated for accounting
purposes as a purchase The Proforma Financial Statements use
historical cost values at the time of acquisition and thus their
is no goodwill recorded. (2) This is an elimination entry. It
eliminates a receivable and payable between the two companies at
September 30, 2000.
19
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION OR PLAN OF OPERATION
Forward-Looking Statement Notice
When used in this report, the words "may," "will," "expect,"
"anticipate," "continue," "estimate," "project," "intend," and
similar expressions are intended to identify forward-looking
statements within the meaning of Section 27a of the Securities
Act of 1933 and Section 21e of the Securities Exchange Act of
1934 regarding events, conditions, and financial trends that may
affect the Company's future plans of operations, business
strategy, operating results, and financial position. Persons
reviewing this report are cautioned that any forward-looking
statements are not guarantees of future performance and are
subject to risks and uncertainties and that actual results may
differ materially from those included within the forward-looking
statements as a result of various factors. Such factors are
discussed under the "Item 2. Management's Discussion and
Analysis of Financial Condition or Plan of Operations," and also
include general economic factors and conditions that may directly
or indirectly impact the Company's financial condition or results
of operations.
Three Month periods Ended September 30, 2000 and 1999
The Company had no revenue from continuing operations for the
three-month periods ended September 30, 2000 and 1999.
General and administrative expenses for the three month periods
ended September 30, 2000 and 1999, consisted of general corporate
administration, legal and professional expenses, and accounting
and auditing costs. These expenses were $597 and $718 for the
three-month periods ended September 30, 2000 and 1999,
respectively.
Interest expense was $100 for the three months ended September
30, 2000 as compared to -0- for the three months ended September
30, 1999.
As a result of the foregoing factors, the Company realized a net
loss of $697 for the three months ended September 30, 2000, as
compared to a net loss of $718 for the same period in 1999.
Nine Month periods Ended September 30, 2000 and 1999
The Company had no revenue from continuing operations for the
nine-month periods ended September 30, 2000 and 1999.
General and administrative expenses for the nine month periods
ended September 30, 2000 and 1999, consisted of general corporate
administration, legal and professional expenses, and accounting
and auditing costs. These expenses were $2,002 and $5,306 for
the nine-month periods ended September 30, 2000 and 1999,
respectively.
Interest expense was $170 for the nine months ended September 30,
2000 as compared to $289 for the nine months ended September 30,
1999.
As a result of the foregoing factors, the Company realized a net
loss of $2,172 for the nine months ended September 30, 2000, as
compared to a net loss of $5,595 for the same period in 1999.
20
<PAGE>
Liquidity and Capital Resources
At September 30, 2000, the Company had $1,513 cash in hand as
compared to a cash in hand of approximately $615 at December 31,
1999.
Management believes that the Company has sufficient cash and
short-term investments to meet the anticipated needs of the
Company's operations through at least the next 12 months.
However, there can be no assurances to that effect, as the
Company has no significant revenues and the Company's need for
capital may change. The Company's current operating plan is to
(i) handle the administrative and reporting requirements of a
pubic company, and (ii) continue to search for potential
businesses, products, technologies and companies for acquisition.
PART II. OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds.
On November 10, 2000, the Company issued 3,395,525 shares of
restricted common stock to Mr. Stanley Hong, the sole shareholder
of Tamasik Technologies Corporation, in exchange for all the
issued and outstanding shares of Tamasik. The exchange was
pursuant to an Agreement and Plan of Reorganization dated
November 10, 2000, under Section 368(a)(1)(B) of the Internal
Revenue Code of 1986, as amended. The shares were not issued in
connection with any public offering. The Company relied upon
Section 4(2) of the Securities Act to effect the transaction, and
no commissions were paid on the transaction.
Item 5. Other Information
On November 10, 2000, the Company acquired Tamasik Technologies
Corporation as a wholly owned subsidiary. The Company issued
3,395,525 shares of common stock to Mr. Stanley Hong, the sole
shareholder of Tamasik in return for all of the issued and
outstanding shares of Tamasik. The issuance of shares to Mr.
Hong place him in a position of owning 41.20% of the Company's
issued and outstanding stock. The consideration exchanged in the
acquisition was negotiated between the Company and Tamasik. In
evaluating Tamasik as a candidate for the exchange, management of
the Company evaluated the assets, present and anticipated
operations, and management of Tamasik. The following is a
description of Tamasik and the business the Company will pursue.
Tamasik Technologies Corporation was incorporated in the State of
Utah on June 9, 2000. The business of Tamasik is to provide via
the internet, online e-commerce solutions to merchants through
online auctions and online shopping. Tamasik has developed
technology that enables website translation into five different
languages, all with the simple click of an icon. These languages
are English, Chinese, Korean, Japanese and Spanish. Tamasik
provides various Asian language search engine capabilities that
facilitate international users to locate and tabulate
participating merchants by products and stores. Tamasik
currently has the capability to build online stores in any major
language in three days.
Tamasik uses multiple languages to accommodate internet users
worldwide. Revenue sources are from web development and web page
design; web hosting; affiliate sales commissions; advertisements;
and e-commerce solutions for merchants. Tamasik is targeting the
Asian American market which is a well-educated market and one of
the fastest growing segments of the online community. As this
market continues to grow, Tamasik anticipates a heavy demand for
business owners to have their company name, products and services
on the internet. Tamasik intends to provide our services to
these companies in
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every aspect of their online existence. Tamasik will create
websites for those with no website and help with the marketing
for companies who have existing websites.
Services provided by Tamasik include:
Website design and development for business-to-businesssites
Brand management
Website strategic design and e-commerce planning
Interactive business and marketing consulting
Website marketing, advertising and promotion
Corporate consumer services intranet
Complete redesign of the corporate and residential flooringsections
Strategy and sales force extranet
Market localization and e-commerce solutions
Online brand management and E-dentity
Branding and promotion of websites
Multi media development and production
E-commerce strategy and banner development
Site marketing and promotion case study
E-strategy planning and implementation
E-media buying and production
In addition to providing services to other businesses, Tamasik
will continue to develop its own website with the objective to
have an online shopping and auction site that people from all
walks of life can feel comfortable visiting. Tamasik's unique
shopping portal translates into English, Korean, Chinese and
Japanese. Tamasik has linked, co-branded and contracted with
more than 300 online stores including Dell Computer, Amazon, CD
Now, Progressive, Etoys, Fogdog, Beyond, Swiss Army, Officemax,
Disney.com, Travelocity, Skymall, Priceline, Up4Sale and more.
Tamasik also targets companies with existing websites who would
like to advertise their company, products and services to
Tamasik's audience. The target company chooses the language site
that they would like to advertise on and the type of
advertisement they prefer. Advertisements come by way of
Sponsorships, Banners, Stores of the Week and Listings. Tamasik
also provides e-commerce solutions for businesses that either do
not yet have a website, or that have a website and would like it
translated into another language.
Currently, Tamasik is taking advantage of the enormous need for
website development in the Asian American markets. Through heavy
advertising on the first page of the Chinese World Journal and
Korea Times, Tamasik is building a presence in the Asian American
community.
Tamasik believes it is competitive because Tamasik uses human
programmers and designers to translate websites whereas
competitors do not. Many other companies who translate websites
simply develop the website in English, and then use software to
translate the site into multiple languages. The problem with
that method is that translation errors occur frequently. At
Tamasik, bilingual employees develop the websites, eliminating
the translation errors.
Mr. Stanley Hong will continue to direct the operations of
Tamasik. Mr. Hong has a degree in finance and economics from New
York University. From 1987 to 1988 he was an insurance agent for
Metropolitan Life Insurance Company. From 1988 to the present,
he is the principal and president of Stanley Insurance Agency.
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The following table sets forth as of November 10, 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 8,239,903 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.
</TABLE>
<TABLE>
<C> <C> <C> <C>
Title of Name and Address of Amount and Nature of Percentage 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 7.95%
11 Hickory Street
Bloomfield, NJ 07003
Common Shui Yuen Chan (1)(3) 3,344,125 40.58%
2 Jay Court
Sayville, NY 11782
Common ACC Jin Tai Industrial
Group, Inc.(4) 3,344,125 40.58%
149-48 Beech Avenue
Flushing, New York 11355
Common PH Gold Financial Company 644,000 7.81%
11 Hickory Street
Bloomfield, NJ 07003
Common Stanley Hong 3,395,525 41.20%
145-27 13 Avenue
Whitestone, NY 11257
______________________________________________________________________________
Common Officers and Directors 3,999,821 48.54%
as a Group: 3 people
</TABLE>
(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.
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There are no contracts or other arrangements that could result in a
change of control of the Company.
Item 6. Exhibits and Reports on Form 8-K.
Reports on Form 8-K: No reports on Form 8-K were filed by the
Company during the quarter ended September 30, 2000.
Exhibits:
Exhibit SEC Ref. Title Location
1 2 Agreement and Plan of Reorganization Attached
2 27 Financial Data Schedule Attached
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SIGNATURES
In accordance with the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned thereunto
duly authorized.
PACIFIC INTERNATIONAL HOLDING, INC.
Date:11/20/00 By:/s/Kitty Chow
Kitty Chow, President
Date:11/20/00 By/s/ Ken Chu
Kuen Chu, Secretary and Treasurer
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