SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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.
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Name of Issuer
Common Stock
(Title of Class of Securities)
69833F104
CUSIP Number
June 28, 1999
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(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).
Page 1 of 4 pages
<PAGE>
CUSIP No. 69833F104 13G Page 2 of4 Pages
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 5. SOLE VOTING POWER
SHARES
BENEFICIALLY 2,100,000
OWNED BY
EACH 6. SHARED VOTING POWER
REPORTING
PERSON 0
WITH
7. SOLE DISPOSITIVE POWER
2,100,000
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,100,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.2%
12. TYPE OF REPORTING PERSON
IN
<PAGE> SCHEDULE 13G
Item 1. (a) The issuer to which this statement relates is
The Panda Project, Inc..
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(b) The principal executive offices of the Company are
located at 951 Broken Sound Parkway, N.W.,
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Suite 200, Boca Raton, Florida 33487
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Item 2. (a) This statement is filed on behalf of
Joseph A. Sarubbi
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(b) The residence address of Joseph A. Sarubbi is
3221 South Ocean Boulevard, Apt. 908, Highland
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Beach, Florida 33487
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(c) Joseph A. Sarubbi is a citizen of the
United States
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(d) This statement relates to the Common Stock of the
Company.
(e) The CUSIP number of the Company is
69833F104
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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
Page 3 of 4 pages
<PAGE>
Signature
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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.
July 20, 1999
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Date
/s/ Joseph A. Sarubbi
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Joseph A. Sarubbi
Page 4 of 4 pages
