SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
SCHEDULE 13G
Under the Securities Exchange Act of 1934
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULES 13d-1 (b) (c), AND (d) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13d-2(b)
The Panda Project, Inc.
-----------------------
Name of Issuer
Common Stock
----------------------------
(Title of Class of Securities)
69833F104
----------------------------
CUSIP Number
January 22, 1999
----------------------------
(Date of Event)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[ ] Rule 13d-1(b)
[x] Rule 13d-(c)
[ ] Rule 13d-1(d)
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 69833F104 13G
1. Name of Reporting Person: Joseph A. Sarubbi
S.S. or I.R.S. Identification No. of Above Person:
###-##-####
2. Check the Appropriate Box if a Member of a Group:
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization: United States
Number of Shares Beneficially Owned by Each Reporting Person
With:
5. Sole Voting Power: 1,775,000
6. Shared Voting Power: 0
7. Sole Dispositive Power: 1,775,000
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by Each Reporting
Person: 1,775,000
10. Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares: [ ]
11. Percent of Class Represented by Amount in Row (9):
9.58%
12. Type of Reporting Person: IN
SCHEDULE 13G
Item 1. (a) The issuer to which this statement relates is
The Panda Project, Inc.
(b) The principal executive offices of the Company
are located at
951 Broken Sound
Parkway, N.W., Suite 200,
Boca Raton, Florida 33487
Item 2. (a) This statement is filed on behalf of
Joseph A. Sarubbi
.
(b) The residence address of
Joseph A. Sarubbi
is
3221 South Ocean Boulevard, Apt. 908,
Highland Beach, Florida 33487
(c) Joseph A. Sarubbi is a citizen of
the United States
(d) This statement relates to the Common Stock of
the Company.
(e) The CUSIP number of the Company is 69833F104
Item 3. Type of Reporting Person. N/A
-------------------------
Item 4. Ownership.
----------
For information concerning the ownership of Common
Stock of the Company by Joseph A. Sarubbi, see Items
5 through 9 and 11 of the cover page to this Schedule
13G.
Item 5. Ownership of Five Percent or Less of a Class.
---------------------------------------------
N/A
Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
------------------------------------------------
N/A
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the
Parent Holding Company.
----------------------------------------------------
N/A
Item 8. Identification and Classification of Members of the
Group.
---------------------------------------------------
N/A
Item 9. Notice of Dissolution of Group.
-------------------------------
N/A
Item 10. Certification.
--------------
N/A
Signature
---------
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
February 4, 1999
- -----------------------
Date
/s/ Joseph A. Sarubbi
- -----------------------
Joseph A. Sarubbi
