UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended April 30, 2002
¨ TRANSITION REPORT PURSUANT TO 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period to
Commission File Number 0-25553
PAN ASIA COMMUNICATIONS CORP.
(Exact name of small Business Issuer as specified in its charter)
Nevada | | 88-0419476 |
(State or other jurisdiction of incorporation or organization) | | (IRS Employer Identification No.) |
Suite 201-1166 Alberni Street, Vancouver British Columbia V6E 3Z3
(Address of principal executive offices) (Zip Code)
Issuer’s telephone number, including area code: 604-681-2274
Suite 505-1155 Robson Street, Vancouver, British Columbia, Canada V6E 1B5
(Former name, EXPLORE TECHNOLOGIES, INC.)
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days x Yes ¨ No
State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 34,071,000 Shares of $.001 par value Class A Common Stock outstanding as of June 15, 2002.
PART 1—FINANCIAL INFORMATION
Item 1. Financial Statements
PAN ASIA COMMUNICATIONS CORP
(A Development Stage Company)
(Formerly Explore Technologies, Inc.)
FINANCIAL STATEMENTS
APRIL 30, 2002
(Unaudited)
(Stated in U.S. Dollars)
PAN ASIA COMMUNICATIONS CORP
(A Development Stage Company)
BALANCE SHEETS
(Unaudited)
(Stated in U.S. Dollars)
| | | April 30 2002
| | | January 31 2002
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| | | (Unaudited) | | | (Audited) | |
ASSETS | | | | | | | | |
| Current | | | | | | | | |
| Cash | | $ | 287 | | | $ | 336 | |
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LIABILITIES | | | | | | | | |
| Current | | | | | | | | |
| Accounts payable | | $ | (73,576 | ) | | $ | (80,981 | ) |
| Advances payable | | | 4,104 | | | | 2,000 | |
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| | | | 80,116 | | | | 77,955 | |
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| SHAREHOLDERS’ EQUITY (DEFICIENCY) | | | | | | | | |
| Share Capital Authorized: | | | | | | | | |
| 25,000,000 common shares, par value $0.001 per share | | | | | | | | |
| Issued and Outstanding: | | | | | | | | |
| 15,225,000 common shares | | | 15,225 | | | | 15,225 | |
| Additional paid in capital | | | 508,525 | | | | 508,525 | |
| Deficit Accumulated During The Development Stage | | | (603,065 | ) | | | (600,861 | ) |
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| | | | (79,315 | ) | | | (77,111 | ) |
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| | | $ | 801 | | | $ | 844 | |
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See accompanying notes to the financial statements
2
PAN ASIA COMMUNICATIONS CORP.
(A Development Stage Company)
STATEMENTS OF LOSS AND DEFICIT
(Unaudited)
(Stated in U.S. Dollars)
| | | Three Months Ended April 30
| | | Inception December 18, 1998 to April 30, 2002
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| | | 2002
| | | 2001
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| Expenses | | | | | | | | | | | | |
| Bank charges | | $ | 42 | | | $ | 41 | | | $ | 1,119 | |
| Interest | | | — | | | | — | | | | 104,806 | |
| Office and sundry | | | — | | | | — | | | | 3,967 | |
| Office facilities and services | | | — | | | | 2,250 | | | | 9,750 | |
| Professional fees | | | 1,630 | | | | 15,503 | | | | 55,725 | |
| Stock transfer fees | | | 532 | | | | 1,290 | | | | 13,148 | |
| Travel and promotion | | | — | | | | 7,596 | | | | 8,215 | |
| Mineral property maintenance and exploration expenditures | | | — | | | | — | | | | 11,201 | |
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| Loss Before Other Expenses | | | (2,204 | ) | | | (26,680 | ) | | | (207,931 | ) |
| Other Expenses | | | | | | | | | | | | |
| Loss on terminated acquisition | | | — | | | | — | | | | (357,634 | ) |
| Contract cancellation | | | — | | | | — | | | | (34,000 | ) |
| Abandonment of mineral property | | | — | | | | (3,500 | ) | | | (3,500 | ) |
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| Net Loss For The Period | | | (2,204 | ) | | | (30,180 | ) | | $ | (603,065 | ) |
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| Deficit Accumulated During The Development Stage, Beginning Of Period | | | (600,861 | ) | | | (53,823 | ) | | | | |
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| Deficit Accumulated During The Development Stage, End Of Period | | $ | (603,065 | ) | | $ | (84,003 | ) | | | | |
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| Net Loss Per Share | | $ | (0.01 | ) | | $ | (0.01 | ) | | | | |
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| Weighted Average Number Of Shares Outstanding | | | 6,050,000 | | | | 6,050,000 | | | | | |
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See accompanying notes to the financial statements
3
PAN ASIA COMMUNICATIONS CORP.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
(Stated in U.S. Dollars)
| | | Three Months Ended April 30
| | | Inception December 18, 1998 to April 30 2002
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| | | 2002
| | | 2001
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| Cash Flows From Operating Activities | | | | | | | | | | | | |
| Net loss for the period | | $ | (2,204 | ) | | $ | (30,180 | ) | | $ | (603,065 | ) |
| Adjustments To Reconcile Net Loss To Net Cash Used By Operating Activities | | | | | | | | | | | | |
| Stock issued for other than cash | | | — | | | | — | | | | 91,750 | |
| Loss on advances | | | — | | | | — | | | | 357,634 | |
| Abandonment of mineral property | | | — | | | | 3,500 | | | | 3,500 | |
| Change in accounts payable | | | 57 | | | | 29,974 | | | | 76,012 | |
| Change in advances payable | | | 2,104 | | | | — | | | | 4,104 | |
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| | | | (43 | ) | | | (1,706 | ) | | | (70,065 | ) |
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| Cash Flows From Investing Activities | | | | | | | | | | | | |
| Acquisition advances | | | — | | | | — | | | | (357,634 | ) |
| Mineral property | | | — | | | | — | | | | (3,500 | ) |
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| | | | — | | | | — | | | | (361,134 | ) |
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| Cash Flows From Financing Activities | | | | | | | | | | | | |
| Share capital issued | | | — | | | | — | | | | 65,000 | |
| Convertible debt | | | — | | | | — | | | | 367,000 | |
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| | | | — | | | | — | | | | 432,000 | |
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| Increase (Decrease) In Cash | | | (43 | ) | | | (1,706 | ) | | | 801 | |
| Cash, Beginning Of Period | | | 844 | | | | 9,602 | | | | — | |
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| Cash, End Of Period | | $ | 801 | | | $ | 7,896 | | | $ | 801 | |
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See accompanying notes to the financial statements
4
PAN ASIA COMMUNICATIONS CORP.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2002
(Unaudited)
(Stated in U.S. Dollars)
1. BASIS OF PRESENTATION
The unaudited financial statements as of April 30, 2002 included herein have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with United States generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. It is suggested that these financial statements be read in conjunction with the January 31, 2002 audited financial statements and notes thereto.
Item 2. Management’s Discussion and Analysis or Plan of Operations
The Company is in the development stage and is currently attempting to acquire a business operation that can be vended into the Company. In addition, it is anticipated that any acquisition will be conditional upon the Company achieving additional equity financing. There is no assurance that the Company will be able to achieve additional sales of its common stock and the Company does not have any arrangements in place for future equity financing. All losses accumulated since inception has been considered as part of the Company’s development stage activities.
The Company will require additional funding in order to finance its continuing obligations as a reporting issuer under the Securities Exchange Act of 1934. The Company has no arrangements in place for future equity financing in order to fund these obligations.
Liquidity and Capital Resources.
The Company’s cash position at April 30, 2002 was $801. At April 30, 2002, the Company had a working capital deficit of $79,315. The Company will require additional funding to continue operations as its current liabilities exceed its current assets.
The Company’s primary source of funds since incorporation has been through the issue of its common stock. The Company has not earned any revenue from activities since incorporation. The Company does not anticipate earning revenues until some time after the Company successfully acquires a business operation and the Company achieves a level of sales adequate to support the Company’s cost structure.
5
PART II—OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
None
Item 3. Defaults upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
Effective May 17, 2002 the Company completed a name change to Pan Asia Communications Corp.
Effective May 17, 2002 the Company increased the authorized capital to 100,000,000 common shares.
On April 20, 2002 the Company agreed to acquire 100% of the issued and outstanding common stock of Access Network Limited (“Access”) a British Virgin Island corporation and certain net assets associated with the operations of Access, by the issue of 8,000,000 shares of common stock of the Company. In addition the Company will issue 2,000,000 shares of the common stock as a finders fee. The Company will also issue 4,000,000 shares of the common stock to a creditor of Access.
Subsequent to April 30, 2002 the Company has agreed to issue 12,598,500 shares of common stock to creditors of Access in settlement of debt of approximately $700,000.
Effective May 14, 2002 all pre conditions to the acquisition were satisfied.
Subsequent to April 30, 2002 the Company entered into a number of agreements for the provisions of customer research, support and financial services. Under the agreements, the Company will issue up to 5,950,000 shares of common stock at a maximum price of $0.30 per share.
Item 6. Exhibits and Reports on Form 8-K.
Reports on Form 8-K
On May 14, 2002 the Company filed a Form 8-K announcing the entering into of an agreement to acquire Access Network Limited for 8,000,000 common shares and a finders fee of 2,000,000 common shares.
On May 22 2002, the Company filed a form 8-K announcing that all preconditions on the acquisition of Access Network Limited had been met and that the Company had further agreed to issue an additional 4,000,000 shares to satisfy a debt due by Access Network Limited. Further, that debt settlement agreements had been made to extinguish $700,000 of debt, by the issuance of 12,598,500 shares issued under Rule 144. In addition the Company announced a name change to Pan Asia Communications Corp.
On May 31 2002 the Company filed a Form S-8 to register 5,950,000 shares of common stock issued under a number of agreements for provision of customer research, technology support and financial services at a maximum price of $0.30 per share.
6
SIGNATURES
In accordance with the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: June 25, 2002
PAN ASIA COMMUNICATIONS CORP. |
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| By: | | /s/ ROD JAO
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| | | Rod Jao |
| | | President and Director |
