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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 12b-25
NOTIFICATION OF LATE FILING
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SEC FILE NUMBER
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0-3132
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(Check One): CUSIP NUMBER
X Form 10-K Form 20-F Form 11-K Form 10-Q Form N-SAR 867 06 4107
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For Period Ended: December 31, 1998
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
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Read Attached Instruction Sheet Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I - REGISTRANT INFORMATION
Sunbase Asia, Inc.
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Full Name of Registrant
Pan American Industries, Inc.
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Former Name if Applicable
19/F, First Pacific Bank Centre, 51-57 Gloucester Road, Wanchai, Hong Kong
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Address of Principal Executive Office (Street and Number)
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City, State and Zip Code
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PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following
should be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of
this form could not be eliminated without unreasonable effort
or expense;
X (b) The subject annual report, semi-annual report, transition
- ----- report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or
portion thereof, will be filed on or before the fifteenth
calendar day following the prescribed due date; or the
subject quarterly report or transition report on Form 10-Q,
or portion thereof will be filed on or before the fifth
calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why Form 10-K and Form
10-KSB, 20-F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the transition
report or portion thereof could not be filed within the prescribed
period.
The principal operations of the Registrant are located in the People's
Republic of China. The Registrant has suffered a delay in obtaining
from its China operations certain financial data required to be
included in its Annual Report on Form 10-K. As a result, there will be
a short delay in the filing of the Form 10-K with the Commission.
Attachment to Form 12b-25.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
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Roger Li Country Code 852 2865-1511
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(Name) (Area Code) (Telephone Number)
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(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter
period that the registrant was required to file such report(s) been
filed? If answer is no, identify report(s). X Yes No
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(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject
report or portion thereof? X Yes No
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If so, attach an explanation of the anticipated change,
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both narratively and quantitatively, and, if appropriate, state the
reasons why a reasonable estimate of the results cannot be made.
Explanation:
Sales for the full fiscal year is anticipated to decrease by more than
40% as reflected in the results for the first nine months of 1998 as
reported in the Company's 10-Q filings. The decrease in sales was due
to adverse market conditions in the PRC primarily due to the financial
crisis in Asia. Moreover, stringent control on capital expenditure of
PRC enterprises by the government has caused the decrease in demand
and thus the sales of the Company's products, which are components of
machinery and equipment. Competition within the PRC bearing industry
increased in 1998 for the limited sales orders in the bearing market.
In addition there was no material price increases from the prior
twelve-month period.
As a result of the decrease in sales and increase in interest expense,
general and administrative expenses, net income is expected to
decrease substantially as compared with the 1997 fiscal year. As
previously reported in the Company's 10-Q, net income for the first
nine months of 1998 decreased by more than 160% as compared to the
same 1997 period. The Company believes that the decrease for the full
1998 fiscal year may be even greater after provisions are made for the
full fiscal year.
The exact amount of decrease in sales and net income compared to the
last fiscal year cannot be quantified as the audited accounts have not
yet been finalized.
Sunbase Asia, Inc.
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(Name of Registrant as Specified in charter)
has caused this notification to be signed on its behalf by the undersigned
there unto duly authorized.
Date March 31, 1999 By /s/ Roger Li
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Roger Li, Chief Financial Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the
person signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority
to sign on behalf of the registrant shall be filed with the form.
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ATTENTION
Intentional misstatements or omissions of fact constitute
Federal Criminal Violations (See 18 U.S.C. 1001).
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GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the
General Rules and Regulations under the Securities Exchange Act of
1934.
2. One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities and
Exchange Commission, Washington, D.C. 20549, in accordance with Rule
0-3 of the General Rules and Regulations under the Act. The
information contained in or filed with the form will be made a matter
of public record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be
filed with each national securities exchange on which any class of
securities of the registrant is registered.
4. Amendments to the notifications must also be filed on Form 12b-25 but
need not restate information that has been correctly furnished. The
form shall be clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic filers
unable to timely file a report solely due to electronic difficulties.
Filers unable to submit a report within the time period prescribed due
to difficulties in electronic filing should comply with either Rule
201 or Rule 202 of Regulation S-T (SS.232.201 or SS.232.202 of this
chapter) or apply for an adjustment in filing date pursuant to Rule
13(b) of Regulation S-T (SS.232.13(b) of this chapter).
