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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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 27, 2000 (June 1, 2000)
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SearchHound.com, Inc.
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(Exact name of registrant as specified in its charter)
Nevada 0-19471 91-1942841
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
1700 Wyandotte Street
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Kansas City, Missouri 64108
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(Address of principal executive offices)
(Zip Code)
(816) 960-3777
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(Registrant's telephone number, including area code)
PAN International Gaming, Inc.
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19239 Aurora Avenue North
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Shoreline, WA 98133-3930
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(former name or former address if changed since last report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
The information required by this Item 1 is otherwise disclosed in Item
2 below.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Effective July 11, 2000, pursuant to a Stock Purchase Agreement dated
as of May 4, 2000, PAN International Gaming, Inc., a Nevada corporation,
purchased all of the issued and outstanding capital stock of SoloSearch.com,
Inc., a Missouri corporation ("SoloSearch), from Cohen Capital Technologies,
L.L.C., a Missouri limited liability company, Kirk C. Reivich, an individual,
and October Capital, L.L.C., a Missouri limited liability company, for an
aggregate of 4,850,000 shares of common stock and an aggregate of $300,000
cash. The foregoing transaction resulted in the issuance of 20.3% of the issued
and outstanding shares of PAN International Gaming, Inc. The amount of
consideration paid and received was negotiated by the parties to the Stock
Purchase Agreement and may have no relationship to commercial, economic or fair
market value of any tangible or intangible assets. In evaluating the
transaction, the company considered criteria such as the value of the assets of
SoloSearch, SoloSearch's ability to compete in its markets and the current and
anticipated business operations of SoloSearch.
Founded in 1999, Kansas City-based SoloSearch.com is an intelligent
Internet search and content management tool. Whether searching within a
specific content-oriented site or undertaking an Internet search,
SoloSearch.com helps the user collect and manage the information that meets the
user's interests. SoloSearch aggregates content from any point that the user
determines via the Internet using a combination of advanced software systems
that communicate with each other in real-time to create "smart searches" and
"search communities." The results are filtered to offer increased search
relevance, which has a variety of professional, business and vertical
applications.
Effective June 1, 2000, pursuant to an Agreement and Plan of Business
Combination dated as of April 14, 2000, PAN International Gaming, Inc.,
purchased all of the issued and outstanding capital stock of SearchHound.com
2000, Ltd., a Nevada corporation ("SearchHound"), for an aggregate of
13,500,000 shares of common stock. The foregoing transaction resulted in the
issuance of 71% of the issued and outstanding shares of PAN International
Gaming, Inc. to 22 record holders of SearchHound. The amount of consideration
paid and received was negotiated by the parties to the Plan of Business
Combination and may have no relationship to commercial, economic or fair market
value of any tangible or intangible assets. In evaluating the transaction, the
company considered criteria such as the value of the assets of SearchHound,
SearchHound's ability to compete in its markets and the current and anticipated
business operations of SearchHound.
SearchHound.com 2000, Ltd. is a 3-year old Internet property that
brought the Internet its first child content filtering search engine.
SearchHound has developed its brand name with the assistance of its logos "Let
the Hounds Loose" and "You show me your Searchound I'll show you mine!" for
searching the Internet. Through its database of over 500,000 webmasters,
SearchHound hopes to become the search engine of choice for those seeking
content over the Internet.
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In connection with the foregoing transactions, the following
individuals were appointed to/resigned from certain positions as executive
officers/directors.
(a) Executive Officer
Dave L. Mullikin became the President and Chief Executive
Officer.
(b) Directors
Art Fillmore, David Tkachuk and John Flanders were elected to
serve as directors.
PAN Board members Ken Burns, Clifford Johnston and Jerry
Cornwell resigned as directors.
Mark Joyner became a director of the company on May 13, 2000
and resigned on July 20, 2000.
On June 1, 2000, the Board of Directors of PAN amended its articles of
incorporation to change its name to SearchHound.com, Inc.
ITEM 7. Financial Statements and Exhibits
(a) Financial Statements of business acquired:
(1) SoloSearch.com, Inc.
Audited financial statements for SoloSearch.com, Inc. will be filed by
amendment to this Form 8-K, as soon as such information is available.
(2) SearchHound.com 2000, Ltd.
Audited financial statements for SearchHound.com 2000, Ltd. will be
filed by amendment to this Form 8-K, as soon as such information is
available.
(b) Pro forma financial information.
Pro forma financial information will be filed by amendment to this
Form 8-K, as soon as such information is available.
(c) Exhibits.
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.
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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.
3.1 Certificate of Amendment of Articles of
Incorporation dated as of June 1, 2000, changing PAN
International Gaming, Inc.'s name to
SearchHound.com, Inc.
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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: July 27, 2000 By: /s/ Dave L. Mullikin
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Dave L. Mullikin
President and Chief Executive Officer
