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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
Form 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER
0-3132
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CUSIP NUMBER
867 06 4107
(Check One): ---------------
X Form 10-K __ Form 20-F __ Form 11-K __ Form 10-Q __ Form N-SAR
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For Period Ended: December 31, 1998
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[ ] 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:___________________________________________
________________________________________________________________________________
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
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Address of Principal Executive Office (Street and Number)
Wanchai, Hong Kong
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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.
This Amendment amends the Form 12b-25 filed by the Company on April 30,
1999. The Company's auditors have not yet completed the audited consolidated
financial statements for the Company's 1998 fiscal year due to the reasons
stated previously as well as delays in obtaining the audited financial
statements of Southwest Products Company, which, as disclosed in the Company's
Form 8-K filing on January 7, 1999, is no longer under the direct management of
the Company pursuant to an agreement with the Committee on Foreign Investment in
the United States. The Company's auditors have informed the Company that it
anticipates completion of the consolidated financial statements by early May,
1999 and the Company anticipates filing the Form 10-K with the Commission
shortly thereafter.
Attachment to Form 12b-25.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Roger Li Country Code 852 2865-1511
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(Name) (Area Code) (Telephone Number)
(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
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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,
both narratively and quantitatively, and, if appropriate,
state the reasons why a reasonable estimate of the
results cannot be made.
Explanation:
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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
thereunto 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.
________________________________________________________________________________
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 ((S) 232.201 or (S) 232.202 of this chapter) or
apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation
S-T ((S) 232.13(b) of this chapter).
