SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 30, 1997
THE PANDA PROJECT, INC.
(Exact name of registrant as specified in charter)
FLORIDA 0-24030 65-0323354
(State or other (Commission (IRS Employer
jurisdiction File Number) Identification
of incorporation) Number)
901 Yamato Road
Boca Raton, Florida 33431
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 561-994-2300
___________________________________
(Former name or former address, if changed since last report)
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Item 8. Change in Fiscal Year
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On September 24, 1997, the Board of Directors of The Panda Project,
Inc., a Florida corporation (the "Company"), determined to change the
fiscal year of the Company from April 1 through March 31 to January 1
through December 31. The Company will file an annual report on Form
10-K with the Securities and Exchange Commission with audited
financial statements for the transition period (April 1, 1997 through
December 31, 1997).
Item 9. Sales of Equity Securities Pursuant to Regulation S
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On October 6, 1997, the Company issued 5,000 shares of Common Stock to
Ballin & Partner. Such shares were issued in consideration of
services having an agreed value of $30,000. Such shares were issued
pursuant to an exemption from registration under Regulation S under
the Securities Act of 1933; such issuance was made solely to non-U.S.
persons in an offshore transaction and resale of such securities is
restricted in the manner provided in Regulation S.
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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.
THE PANDA PROJECT, INC.
By: /s/ C. Daryl Hollis
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C. Daryl Hollis
Executive Vice President and
Chief Financial Officer
Dated: October 6, 1997
