<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 11, 2000 (June 1, 2000)
SearchHound.com, Inc.
(Exact name of registrant as specified in its charter)
Nevada 0-19471 91-1942841
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
1700 Wyandotte Street
Kansas City, Missouri 64108
(Address of principal executive offices)
(Zip Code)
(816) 960-3777
(Registrant's telephone number, including area code)
PAN International Gaming, Inc.
19239 Aurora Avenue North
Shoreline, WA 98133-3930
(former name or former address if changed since last report)
<PAGE> 2
ITEM 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
a. SearcHound.com 2000 Ltd.
b. SoloSearch.com, Inc.
(b) Exhibits included by reference
2.1 Stock Purchase Agreement dated as of May 4, 2000, by and
among PAN International Gaming, Inc., and Cohen Capital
Technologies, L.L.C., Kirk C. Reivich, and October
Capital, L.L.C.
2.2 Agreement and Plan of Business Combination dated as of
April 14, 2000, by and among PAN International Gaming,
Inc., and SearchHound.com 2000, Ltd., a Nevada
corporation.
SEARCHHOUND.COM, INC.
INDEX TO FINANCIAL STATEMENTS
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Page
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[Heading of Financial Statements]...................................................... [page #]
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SEARCHOUND.COM 2000, LTD.
(A DEVELOPMENT STAGE COMPANY)
INTERIM FINANCIAL STATEMENTS
FOR THE PERIOD ENDED JUNE 1, 2000
WILLIAM L. BUTCHER, CPA P.S.
Certified Public Accountant
1620 3RD Street
Marysville, WA 98270
PHONE (360) 658-8347
FAX - (360) 658-1165
<PAGE> 4
TABLE OF CONTENTS
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Page
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Accountant's Report 1
Financial Statements
Statements of Financial Position 2
Statements of Loss and Accumulated Deficit 3
Statements of Cash Flows 4
Statements of Changes in Stockholders' Equity 5
Notes to Financial Statements 6 & 7
</TABLE>
<PAGE> 5
[WILLIAM L. BUTCHER LETTERHEAD]
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and Stockholders of SEARCHOUND.COM 2000, LTD. Kansas
City, Mo.
I have audited the accompanying Statement of Financial Position of
SearcHound.com 2000, Ltd. (a Nevada corporation), (a development stage company),
as of, June 1, 2000, and the related Statements of Loss and Deficit, Statement
of Cash Flows for the period from Inception (April 11, 2000) to June 1, 2000,
and the Statement of Changes in Shareholders' Equity. My responsibility is to
express an opinion on these 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
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 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 SearcHound.com 2000, Ltd. (a
Nevada corporation), (a development stage company), as of, June 1, 2000, and the
results of its operations and its cash flows for the periods then ended in
conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that
SearcHound.com 2000, Ltd. will continue as a going concern. As discussed in Note
3 to the financial statements, SearcHound.com 2000, Ltd. is engaged in new
operations, and the ability to continue to exist as a going concern relies on
the company's ability to retain adequate financing and to generate sufficient
sales. These conditions raise substantial doubt about the company's ability to
continue as a going concern. Management plans in this regard are described in
Note 3. The financial statements do not include any adjustment that might result
from the outcome of the uncertainty of future agreements, financing or sales.
/s/ WILLIAM L. BUTCHER, CPA P.S.
WILLIAM L. BUTCHER, CPA P.S.
Marysville, Washington
September 26, 2000
<PAGE> 6
SEARCHOUND.COM 2000, LTD.
(A Development Stage Company)
Statement of Losses and Accumulated Deficit for the period
from Inception April 11, 2000 to June 1, 2000
<TABLE>
<CAPTION>
Inception
April 11, 2000
through
June 1, 2000
--------
<S> <C>
SALES $ 0
EXPENSES
Banking 196
Legal Fees 13,668
--------
Total operating Expenses 13,864
--------
Net (Loss) (13,864)
Accumulated Deficit beginning of period 0
Accumulated Deficit end of period $(13,864)
========
</TABLE>
The accompanying notes are an intregal part of these financial statements.
<PAGE> 7
SEARCHOUND.COM 2000, LTD.
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
NOTE 1. THE COMPANY
SEARCHOUND.COM 2000, LTD. (a Nevada corporation), hereinafter referred to as the
"Company" was initially organized under the laws of the State of Nevada on April
11, 2000.
The Company is in the business of managing it's own search engine web site and
the related data base of users.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of significant accounting policies of SearcHound.com2000, Ltd..
(the Company) is presented to assist in understanding the Company's financial
statements. The financial statements and notes are representations of the
Company's management who is responsible for their integrity and objectivity.
These accounting policies conform to generally accepted accounting principles
and have been consistently applied in the preparation of the financial
statements.
NATURE OF OPERATIONS
See The Company above
CASH AND CASH EQUIVALENTS
For purposes of the statement of cash flows, the Company considers all
short-term debt securities purchased with a maturity of three months or less to
be cash equivalents.
PROPERTY AND EQUIPMENT
Property and equipment are stated at the lower of cost or fair market value.
Depreciation is computed for financial statement purposes as well as for federal
income tax purposes using the MACRS (Modified Accelerated Cost Recovery System)
method of depreciation. Equipment and Leasehold improvements are depreciated
over five years. Software is amortized over five years. Organizational Cost have
been expensed.
INCOME TAXES
The Company has not filed any tax returns. It is anticipated that if tax returns
were filed, the company would have net operating losses. The current deficit of
$13,864 at June 1, 2000 would potentially create a similar net operating loss,
which could begin expiring for tax purposes in 2020.
USE OF ESTIMATES
The preparation of financial statement in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
effect certain reported amounts and disclosures. Accordingly, actual results
could differ from those estimates.
NOTE 3. GOING CONCERN
Because of a deficiency in working capital and significant operating losses,
there is doubt about the ability of the Company to continue in existence unless
additional working capital is obtained. The Company currently has plans to raise
sufficient working capital through equity financing and through the acquisition
of companies having sufficient assets and cash flow to enable the Company to be
self-sufficient and profitable.
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<PAGE> 8
SEARCHOUND.COM 2000, LTD.
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
NOTE 4. COMPANY FACILITIES
The company shares space with its sister company for no charge at 1700
Wyandotte Street Kansas City, Mo. 64108. See NOTE 7 for SoloSearch.com.
NOTE 5 ACCOUNTS PAYABLE
Loan to be paid back from funds available from parent company's 506 Reg D
Offering. Amount was advanced by shareholder.
NOTE 6. CERTAIN RELATIONSHIPS
SearchHound.com, Inc is the parent company of both SoloSearch.com, Inc. and
SearcHound.com 2000, Ltd.. License agreements and common transactions exist
between the companies that may be eliminated in a consolidation of the
companies.
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<PAGE> 9
SOLOSEARCH.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
INTERIM FINANCIAL STATEMENTS
FOR THE PERIOD ENDED JULY 11, 2000 AND JUNE 30, 2000
AND FOR THE YEAR ENDED DECEMBER 31, 1999
WILLIAM L. BUTCHER, CPA P.S.
Certified Public Accountant
1620 3RD Street
Marysville, WA 98270
PHONE (360) 658-8347
FAX - (360) 658-1165
<PAGE> 10
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Accountant's Report 1
Financial Statements
Statements of Financial Position
2
Statements of Loss and Accumulated Deficit
3
Statements of Cash Flows
4
Statements of Changes in Stockholders' Equity
5
Notes to Financial Statements
6 & 7
</TABLE>
<PAGE> 11
[WILLIAM L. BUTCHER, CPA P.S. LETTERHEAD]
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and Stockholders of
SOLOSEARCH.COM, INC.
Kansas City, Mo.
I have audited the accompanying Statement of Financial Position of
SoloSearch.com, Inc. (a Missouri corporation), (a development stage company), as
of July 11, 2000, June 30, 2000, and December 31, 1999 and the related
Statements of Loss and Deficit, Statement of Cash Flows for the interim periods
ended July 11, 2000 and June 30, 2000, the years ended December 31, 1999 and
inception (June 28, 1999) to July 11, 2000 and the Statement of Changes in
Shareholders' Equity. My responsibility is to express an opinion on these
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
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 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 SoloSearch.com, Inc. (a Missouri
corporation), (a development stage company), as of July 11, 2000, June 30, 2000,
and December 31, 1999, and the results of its operations and its cash flows for
the periods then ended in conformity with generally accepted accounting
principles.
The accompanying financial statements have been prepared assuming that
SoloSearch.com, Inc. will continue as a going concern. As discussed in Note 3 to
the financial statements, SoloSearch.com, Inc. is engaged in new operations, and
the ability to continue to exist as a going concern relies on the company's
ability to retain adequate financing and to generate sufficient sales. These
conditions raise substantial doubt about the company's ability to continue as a
going concern. Management plans in this regard are described in Note 3. The
financial statements do not include any adjustment that might result from the
outcome of the uncertainty of future agreements, financing or sales.
/s/ WILLIAM L. BUTCHER, CPA P.S.
WILLIAM L. BUTCHER, CPA P.S.
Marysville, Washington
September 26, 2000
<PAGE> 12
SOLOSEARCH.COM, INC.
(A Development Stage Company)
Statement of Losses and Accumulated Deficit for the interim periods ended
July 11, 2000 and June 30, 2000 and for the year ended December 31, 1999
and Inception to July 11, 2000
<TABLE>
<CAPTION>
Inception
Interim June 28, 1999
Period through
July 11, 2000 June 30, 2000 December 31, 1999 July 11, 2000
------------- ------------- ----------------- --------------
<S> <C> <C> <C> <C>
SALES $ 0 $ 65,038 $ 55,329 $ 120,366
EXPENSES
Accounting Fees 0 1,934 195 2,129
Advertising 2,378 4,088 873 7,339
Banking 0 6 0 6
Computer Systems Exp 2,528 4,604 527 7,659
Contract Labor 6,640 14,166 0 20,806
Depreciation 0 1,765 0 1,765
Design 0 2,860 1,175 4,035
Dues & Subscriptions 0 527 264 791
Entertainment 0 2,138 0 2,138
Equipment Lease 308 2,405 0 2,713
Insurance 294 6,105 4,067 10,467
Investor & Public Relations 0 22,668 0 22,668
Interest 0 47 0 47
Legal Fees 0 12,707 0 12,707
Meals 0 1,340 56 1,396
Office Exp 19 13,953 4,384 18,356
Organizational Expenses 0 8,702 0 8,702
Payroll Tax 0 10,102 3,943 14,045
Rent 4,133 13,833 600 18,567
Repairs & Maintenance 275 310 0 585
Salaries & Wages 0 106,700 44,923 151,624
Software License Expenses 2,995 8,406 500 11,901
Telephone 1,992 7,143 766 9,901
Travel 0 17,874 1,088 18,962
Utilities 499 978 0 1,477
Web-Internet Expenses 95 7,554 1,035 8,684
--------- --------- --------- ---------
Total operating Expenses 22,155 272,915 64,397 359,468
--------- --------- --------- ---------
Net (Loss) (22,155) (207,877) (9,069) (239,101)
Accumulated Deficit beginning of period (216,946) (9,069) 0 0
Accumulated Deficit end of period $(239,101) $(216,946) $ (9,069) $(239,101)
========= ========= ========= =========
</TABLE>
The accompanying notes are an intregal part of these financial statements.
Page 3
<PAGE> 13
SOLOSEARCH.COM, INC.
NOTES TO FINANCIAL STATEMENTS
-------------------------------------------------------------------------------
NOTE 1. THE COMPANY
SOLOSEARCH.COM, INC.. (a Missouri corporation), hereinafter referred to
as the "Company" was initially organized under the laws of the State of
Missouri on June 28, 1999.
The Company is in the business of marketing search engines over the
Internet for the benefit of its licensed users.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of significant accounting policies of SoloSearch.com, Inc.
(the Company) is presented to assist in understanding the Company's
financial statements. The financial statements and notes are
representations of the Company's management who is responsible for their
integrity and objectivity. These accounting policies conform to
generally accepted accounting principles and have been consistently
applied in the preparation of the financial statements.
NATURE OF OPERATIONS
See The Company above
CASH AND CASH EQUIVALENTS
For purposes of the statement of cash flows, the Company considers all
short-term debt securities purchased with a maturity of three months or
less to be cash equivalents.
PROPERTY AND EQUIPMENT
Property and equipment are stated at the lower of cost or fair market
value. Depreciation is computed for financial statement purposes as well
as for federal income tax purposes using the MACRS (Modified Accelerated
Cost Recovery System) method of depreciation. Equipment and Leasehold
improvements are depreciated over five years. Software is amortized over
five years.
INCOME TAXES
The Company has not filed any tax returns. It is anticipated that if tax
returns were filed, the company would have net operating losses. The
current deficit of $239,101 at July 11, 2000 would potentially create a
similar net operating loss, which could begin expiring for tax purposes
in 2020.
USE OF ESTIMATES
The preparation of financial statement in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that effect certain reported amounts and disclosures.
Accordingly, actual results could differ from those estimates.
NOTE 3. GOING CONCERN
Because of a deficiency in working capital and significant operating
losses, there is doubt about the ability of the Company to continue in
existence unless additional working capital is obtained. The Company
currently has plans to raise sufficient working capital through equity
financing and through the acquisition of companies having sufficient
assets and cash flow to enable the Company to be self-sufficient and
profitable.
- 6 -
<PAGE> 14
SOLOSEARCH.COM, INC.
NOTES TO FINANCIAL STATEMENTS
-------------------------------------------------------------------------------
NOTE 4. COMPANY FACILITIES
The company rents space on a month-to-month basis at the 1700 Wyandotte
Street Kansas City, Mo. 64108 $4,300 per month.
NOTE 5 ACCOUNTS PAYABLE
To facilitate operations the Company has borrowed $305,000 from it's
sister Company SearchHound.com 2000, Inc. The Company and
SearchHound.com 2000, Inc. have a common parent Searchhound.com 2000
Ltd.
NOTE 6 STOCKHOLDERS EQUITY
On October 22, 1999 the Company approved the sale of 52,600 shares of
Class A Voting Common Stock to October Capital, LLC. For $250,000.
NOTE 7. CERTAIN RELATIONSHIPS
SearchHound.com, Inc is the parent company of both SoloSearch.com, Inc.
and SearchHound.com 2000 Ltd. License agreements, common transactions
and common management exist between the companies that may be eliminated
in a consolidation of the companies. At April 27, 2000 the management of
SoloSearch.com, Inc. and SearchHound.com 2000 Ltd. was combined.
- 7 -
<PAGE> 15
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SearchHound.com, Inc.
(Registrant)
Date: September 26, 2000 By: /s/ Dave L. Mullikin
---------------------------- ---------------------------------
Dave L. Mullikin
President and Chief Executive Officer
