U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarter ended October 31, 2002
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _______________________ to_______________________
Commission File No. 0-25553
PAN ASIA COMMUNICATIONS CORP
----------------------------
(Name of Small Business Issuer in its Charter)
Nevada 88-0419476
- ------ ----------
(State or Other Jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No)
Suite 1001-1166 Alberni Street
Vancouver, British Columbia V6E 3Z3
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(Address of Principal Executive Offices)
(604) 681-2274
--------------
Issuer's Telephone Number
EXPLORE TECHNOLOGIES, INC.
--------------------------
(Former Name or Former Address, if changed since last Report)
Check whether the Issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the Company was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
(1) Yes X No (2) Yes X No
----- ----- ----- -----
(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Not applicable
(APPLICABLE ONLY TO CORPORATE ISSUERS)
State the number of shares outstanding of each of the Issuer's classes of common
equity, as of the latest practicable date: As of October 31, 2002 the company
had issued 13,789,945 shares
DOCUMENTS INCORPORATED BY REFERENCE
A description of any "Documents Incorporated by Reference" is contained in Item
6 of this Report.
TRANSITIONAL SMALL BUSINESS ISSUER FORMAT YES NO X
INDEX
Part I - Financial Information
Item 1. Financial Statements Page
Balance Sheets F-1
Statements of Loss and Deficit F-2
Statements of Cash Flows F-3
Notes to the Financial Statements F-4
PART II - Other Information F-12
SIGNATURES F-13
FINANCIAL STATEMENTS
OCTOBER 31, 2002
(PAN ASIA COMMUNICATIONS CORP.
(FORMERLY EXPLORE TECHNOLOGIES, INC.)
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
(UNAUDITED)
(STATED IN U.S. DOLLARS)
- ---------------------------------------------------------------------------------
OCTOBER 31 JANUARY 31
2002 2002
- ---------------------------------------------------------------------------------
(UNAUDITED) (Audited)
ASSETS
CURRENT
Cash $ 140 217
=================================================================================
LIABILITIES
CURRENT
Accounts payable $ 186,466 80,981
Advances payable 13,528 13,336
--------------------------
199,994 94,317
--------------------------
SHAREHOLDERS' DEFICIENCY
SHARE CAPITAL
Authorized:
100,000,000 common shares, par value $0.001 per
share
Issued and outstanding:
13,789,945 common shares at October 31, 2002 and
1,522,506 common shares at January 31, 2002 13,790 1,523
Additional paid-in capital 1,361,332 522,227
Common shares issued in transactions rescinded and
expected to be recovered
2,991,820 common shares at October 31, 2002 (149,591) -
DEFICIT ACCUMULATED DURING THE DEVELOPMENT STAGE (1,425,385) (617,850)
--------------------------
(199,854) (94,100)
--------------------------
$ 140 $ 217
=================================================================================
See accompanying notes to the financial statements
PAN ASIA COMMUNICATIONS CORP.
(FORMERLY EXPLORE TECHNOLOGIES, INC.)
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF LOSS AND DEFICIT
(UNAUDITED)
(STATED IN U.S. DOLLARS)
- -------------------------------------------------------------------------------------------------------
INCEPTION
DECEMBER 18
THREE MONTHS ENDED NINE MONTHS ENDED 1998 TO
OCTOBER 31 OCTOBER 31 OCTOBER 31
2002 2001 2002 2001 2002
- -------------------------------------------------------------------------------------------------------
EXPENSES
Foreign exchange (gain) $ - $ - $ - $ - $ (1,582)
Bank charges - 28 77 98 1,280
Interest - - - - 104,806
Office and sundry 192 - 192 - 4,159
Office facilities and services - - 1,500 - 11,250
Professional fees 1,000 1,730 12,949 3,718 71,439
Stock transfer and filing fees - 1,811 1,036 3,735 21,102
Travel and promotion - 600 - 600 8,815
Mineral property maintenance
and exploration
expenditures - - - - 11,201
Management fees 90,000 1,500 90,000 4,500 96,000
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LOSS BEFORE THE FOLLOWING (91,192) (5,669) (105,754) (12,651) (328,470)
Loss on terminated
acquisition - - (701,781) - 1,059,415
Contract cancellation - - - - (34,000)
Abandonment of mineral
property - - - - (3,500)
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NET LOSS FOR THE PERIOD (91,192) (5,669) (807,535) (12,651) $(1,425,385)
============
DEFICIT ACCUMULATED DURING
THE DEVELOPMENT STAGE,
BEGINNING OF PERIOD (1,334,193) (607,843) (617,850) (600,861)
------------------------------------------------------
DEFICIT ACCUMULATED DURING
THE DEVELOPMENT STAGE, END
OF PERIOD $ (1,425,385) $ (613,512) $(1,425,385) $ (613,512)
======================================================
NET LOSS PER SHARE $ (0.01) $ (0.01) $ (0.01) $ 0.01
======================================================
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING 33,958,956 1,522,500 33,996,716 1,522,500
======================================================
PAN ASIA COMMUNICATIONS CORP.
(FORMERLY EXPLORE TECHNOLOGIES, INC.)
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
(UNAUDITED)
(STATED IN U.S. DOLLARS)
- --------------------------------------------------------------------------------------
INCEPTION
DECEMBER 18
NINE MONTHS ENDED 1998 TO
OCTOBER 31 OCTOBER 31
2002 2001 2002
- --------------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITY
Net loss for the period $ (807,535) $ (12,651) $(1,425,385)
ADJUSTMENTS TO RECONCILE NET LOSS TO
NET CASH USED BY OPERATING ACTIVITY
Stock issued for other than cash 701,781 - 793,531
Loss on advances - - 357,634
Abandonment of mineral property - - 3,500
Change in accounts payable 105,485 5,046 186,466
Change in advances payable 192 7,006 13,528
----------------------------------------
(77) (599) (70,726)
-----------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition advances - - (357,634)
Mineral property - - (3,500)
-----------------------------------------
- - (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 (77) (599) 140
CASH, BEGINNING OF PERIOD 217 844 -
-----------------------------------------
CASH, END OF PERIOD $ 140 $ 245 $ 140
======================================================================================
SUPPLEMENTAL CASH FLOW INFORMATION
Shares issued for acquisition of business $ 1,080,000 $ - $ 1,080,000
Shares issued for finders fee 180,000 - 180,000
Shares issued for debt 629,925 - 629,925
Shares issued for services 535,500 - 535,000
Shares issued in transactions rescinded
and expected to be recovered (149,591) - (149,541)
======================================================================================
See accompanying notes to the financial statements
PAN ASIA COMMUNICATIONS CORP.
(FORMERLY EXPLORE TECHNOLOGIES, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTE TO FINANCIAL STATEMENTS
OCTOBER 31, 2002
(UNAUDITED)
(STATED IN U.S. DOLLARS)
1. BASIS OF PRESENTATION
The unaudited financial statements as of October 31, 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.
2. CHANGE OF NAME
Effective May 17, 2002, the Company underwent a name change to Pan Asia
Communications Corp.
3. SHARE CAPITAL
Effective May 17, 2002, the Company increased its authorized capital to
100,000,000 common shares.
4. ACQUISITION AND RESCISSION
On May 15, 2002, the Company acquired 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 12,000,000 shares of common stock of the company.
In addition the Company issued 2,000,000 shares of common stock as a
finders fee.
On May 15, 2002, the Company issued 12,598,500 shares of common stock to
creditors of Access in settlement of debt of $629,925.
On June 5, 2002 the Company issued 5,950,000 shares of common stock at a
price of $0.09 per share to consultants for a number of agreements for the
provision of customer research, technology support and financial services
related to the business acquired from Access.
On September 3, 2002, the Company entered into an agreement to rescind the
Access agreement dated May 15, 2002 and an agreement to return shares
issued of 14,000,000 was completed to return shares to treasury.
Effective 30 October, 2002 the company cancelled and returned to treasury
14,000,000 acquisition shares. In addition, the undernoted shares were also
cancelled and returned to treasury.
6,281,060 of 12,598,500 shares issued for debt June 5, 2002 were cancelled
and returned to treasury. The Company is negotiating with the previous
creditors of Access and it is anticipated that of the outstanding issued
shares remaining of 6,317,440 , 2,991,820 will be recovered with 3,325,620
still outstanding.
The Company has cancelled all agreements for services from consultants and
other agents effective with the rescission of the acquisition of Access. No
shares will be returned to treasury.
PART 11 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.
The Company entered into a Consulting Agreement February 2002
with EuroCapital Holdings A.V.V. to provide consulting services and
Management support and is negotiating with the company to settle the
account by the issuance of restricted common stock in full for services
rendered/to be rendered.
ITEM 6. EXHIBITS AND REPORTS
None.
In accordance with the requirements of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Dated: December 8, 2002 PAN ASIA COMMUNICATIONS CORP.
By: /S/ Mark Glusing
-----------------------------
Mark Glusing, President.
CERTIFICATION
I, Mark Glusing President of Pan Asia Communications Corp., certify that:
1: I have reviewed this quarterly report on Form 10-QSB of Pan Asia
Communications Corp.
2; Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this report: and
3: Based on my knowledge, the financial statements and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows (if
applicable) of the registrant as of, and for, the periods presented in this
report.
Pan Asia Communications Corp.
By: /S/ Mark Glusing
-----------------
Mark Glusing-President and Principal Executive Officer.
Date: December 12, 2002.
END OF FILING