0001493152-13-000792.txt : 20130502 0001493152-13-000792.hdr.sgml : 20130502 20130502170855 ACCESSION NUMBER: 0001493152-13-000792 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 13 CONFORMED PERIOD OF REPORT: 20130426 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Changes in Registrant's Certifying Accountant ITEM INFORMATION: Change in Shell Company Status ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130502 DATE AS OF CHANGE: 20130502 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PAN GLOBAL, CORP. CENTRAL INDEX KEY: 0001492617 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS BUSINESS SERVICES [7380] IRS NUMBER: 272473958 STATE OF INCORPORATION: NV FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-167130 FILM NUMBER: 13809154 BUSINESS ADDRESS: STREET 1: 123 WEST NYE LANE, SUITE 455 CITY: CARSON CITY STATE: NV ZIP: 89706 BUSINESS PHONE: 888-983-1623 MAIL ADDRESS: STREET 1: 123 WEST NYE LANE, SUITE 455 CITY: CARSON CITY STATE: NV ZIP: 89706 FORMER COMPANY: FORMER CONFORMED NAME: SAVVY BUSINESS SUPPORT INC DATE OF NAME CHANGE: 20100527 FORMER COMPANY: FORMER CONFORMED NAME: SAAVY BUSINESS SUPPORT INC DATE OF NAME CHANGE: 20100524 8-K 1 form8k.htm Form 8K

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): April 26, 2013

 

PAN GLOBAL, CORP.

(Exact name of registrant as specified in its charter)

 

Nevada   333-167130   27-2473958
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   Identification No.)

 

123 W. Nye Lane,

Suite 455

Carson City, Nevada

  89706
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (888) 983-1623

 

N/A

(Former name or former address, if changed since last report.)

 

With a copy to:

Philip Magri, Esq.

The Magri Law Firm, PLLC

11 Broadway, Suite 615

New York, NY 10004

T: (646) 502-5900

F: (646) 826-9200

pmagri@magrilaw.com

www.MagriLaw.com

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

   

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

   

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 
 

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This Current Report on Form 8-K contains forward-looking statements that involve risks and uncertainties, principally in the sections entitled “Description of Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” All statements other than statements of historical fact contained in this Current Report on Form 8-K, including statements regarding future events, our future financial performance, business strategy and plans and objectives of management for future operations, are forward-looking statements. We have attempted to identify forward-looking statements by terminology including “anticipates,” “believes,” “can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “should,” or “will” or the negative of these terms or other comparable terminology. Although we do not make forward-looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks outlined under “Risk Factors” or elsewhere in this Current Report on Form 8-K. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time and it is not possible for us to predict all risk factors, nor can we address the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause our actual results to differ materially from those contained in any forward-looking statements.

 

We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations, and financial needs. These forward-looking statements are subject to certain risks and uncertainties that could cause our actual results to differ materially from those reflected in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in this Current Report on Form 8-K, and in particular, the risks discussed below and under the heading “Risk Factors” and those discussed in other documents we file with the Securities and Exchange Commission that are incorporated into this Current Report on Form 8-K by reference. The following discussion should be read in conjunction with our consolidated financial statements and notes thereto included in this Report. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this Current Report on Form 8-K may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

 

You should not place undue reliance on any forward-looking statement, each of which applies only as of the date of this Current Report on Form 8-K. Before you invest in our common stock, you should be aware that the occurrence of the events described in the section entitled “Risk Factors” and elsewhere in this Current Report on Form 8-K could negatively affect our business, operating results, financial condition and stock price. Except as required by law, we undertake no obligation to update or revise publicly any of the forward-looking statements after the date of this Current Report on Form 8-K to conform our statements to actual results or changed expectations.

 

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ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

 

As previously reported by Pan Global, Corp., a Nevada corporation formerly known as Savvy Business Support, Inc. (the “Company”), on a Form 8-K filed with the Commission on May 1, 2013, on April 25, 2013, the Company entered into a Stock Exchange Agreement (the “Agreement”) with Pan Asia Infratech Corp., a Nevada corporation (“Pan Asia”).

 

Pursuant to the Agreement, consummated on April 26, 2013, the stockholders of Pan Asia transferred to the Company 100% of the outstanding capital stock of Pan Asia (consisting of 15,000 shares of common stock, no par value) in exchange for, on a pro rata basis, an aggregate of 90 million (90,000,000) shares of common stock, par value $0.0001 per share (the “Common Stock”), of the Company (the “Share Exchange”). As a result of the Share Exchange, Pan Asia became a wholly-owned subsidiary of the Company and the business of Pan Asia has become the business of the Company.

 

Pan Asia is a development stage company incorporated in Nevada on July 13, 2012 and its principal business is the development of projects and technologies in environmentally sustainable energy and infrastructure markets. Pan Asia intends to generate sales through consulting and project management fees, project development fees, revenue from operating or investing in energy and infrastructure facilities, and technology sales.

 

Pursuant to Item 201(f) of Current Report on Form 8-K, if any disclosure required by Item 2.01(f) is previously reported by the Company, the Company may identify the filing in which that disclosure is included instead of including that disclosure in this report.

 

BUSINESS

 

General

 

Pan Global, Corp. was incorporated in the State of Nevada on April 30, 2010 under the name of Savvy Business Support, Inc. (“Savvy”). Because Savvy had nominal operations and minimal assets since its inception on April 30, 2012, it had been considered to be a “shell company,” as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon the consummation of the Share Exchange on April 26, 2013, Pan Asia became a wholly-owned subsidiary of Savvy, and the Company ceased being a “shell company.”

 

On April 26, 2013, Savvy amended its Articles of Incorporation with the Secretary of State of Nevada thereby changing the name of the Company from Savvy Business Support, Inc. to Pan Global, Corp.

 

On May 2, 2013, the OTCBB symbol of the Company’s Common Stock was changed from SVYB to PGLO.

 

Unless otherwise defined herein, the terms “Pan Global,” the “Company,” “we,” “us,” “our,” and similar terms shall refer to Pan Global, Corp. and its wholly-owned subsidiary, Pan Asia Infratech Corp., a Nevada corporation.

 

Business Overview

 

Pan Global is focused on developing environmentally sustainable energy and infrastructure projects and technologies. Our aim is to invest in green energy technology and infrastructure around the world. We incubate and fund investments in renewable energy and energy efficiency technology and “green” projects that comprise innovative solutions for basic infrastructure. We have a significant, but not exclusive, focus on developing investment opportunities in India.

 

The Company has formulated a business model that management believes can help it grow and achieve scale over time. We have undertaken the necessary due diligence and prepared a business plan that will enable us to compete in the market for environmentally sustainable energy and infratech solutions.

 

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Business Development

 

We are investigating business opportunities in the market segments in which we operate, and we intend to pursue these opportunities by securing rights to technologies and projects. These opportunities are identified through our management’s network of contacts in India and around the world.

 

During the next three years, we intend to pursue opportunities in the following areas:

 

Energy Efficiency. We have identified opportunities in energy efficiency consulting and innovation in India, where energy demand and prices are increasing rapidly. We believe Indian businesses and households are seeking energy solutions that can assist them with increasing the efficiency of their energy usage as well as seeking to adopt innovative green energy technologies that supplement or substitute for their reliance on fossil fuels and traditional grid-based electricity. We seek to provide such solutions to customers through consulting services, project implementation and project management. We envision such solutions to cover areas such as alternative energy technology implementation, building retrofits to reduce energy usage, installation of electrical control system technology and other similar items.

 

Alternative Energy Projects. We seek to invest in alternative energy projects, such as the development of power generation projects using solar photovoltaic (“PV”), mini-hydro, geothermal and wind energy technologies. Several countries, including India, provide certain electric power generation incentives for the development of these and other alternative energy technologies. Pan Global seeks to provide development funding for such projects. We may sell these projects at the time of commissioning or hold them for the long term, depending on the financial return to the Company on a case by case basis.

 

Infrastructure. The Company also seeks to invest in non-energy infrastructure technology and projects that provide environmentally sustainable solutions in place of conventional technology. We are seeking opportunities to develop projects in the field of agriculture, building technology and water distribution, amongst others. Management believes the Indian agriculture sector is ripe for adopting technologies that significantly reduce environmental footprints, such as by improving the efficiency of water use and intensity of land use. We believe there are existing technologies in the building sector that are widely used in Europe and North America which significantly improve resource efficiency and which can be adapted to the Indian market. We also believe there are opportunities in the Indian market for water purification and waste-water treatment. The Company seeks to introduce such technologies in the Indian context. In some cases we may license these technologies from the patentholder. In other cases, the technology is available for general use, so we will seek to develop projects directly.

 

Business Model

 

Our business model is based on three prospective revenue streams: consulting fees; sales of equipment and technology in connection with energy efficiency projects; and revenue from operating projects such as power generation, agricultural operations and other infrastructure related projects. Our revenue from operating projects may be derived from projects in which we hold a majority equity position or where we hold an investment as a minority partner. Generally, we anticipate that our sales will be derived from business and commercial customers, as follows:

 

  1. Consulting Fees: We are in the process of building an energy efficiency audit and consulting team in India that will conduct energy audits for commercial and other business customers and advise them on how they can implement energy savings technologies to reduce their energy usage. The audit and consulting team may also manage project implementation, equipment procurement and provide installation services.

 

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  2. Power generation projects: We are investigating opportunities to develop electric power generation projects from renewable energy sources such as solar, mini-hydro, geothermal and wind. While our main focus is on potential projects in India, it is not exclusively so. Within the Indian market there are available various government backed incentives programs, including those which provide direct tariff subsidies as well as market based tariff support through renewable energy credits that can be sold in established trading markets. We intend to pursue both types of opportunities and to assess the project viability on a case by case basis, and to invest in such projects both as owner-developers and/or as partners with other developers. Our investments may be made as equity level investments or as mezzanine funding. These projects earn revenue from the sale of power generated and sold to either government owned electricity companies or from the direct sale of power to private buyers.

 

  3. Infrastructure: We are investigating opportunities to develop sustainable projects in the Indian infrastructure industry, including but not limited to, investments in agriculture, the building construction industry and water purification and treatment. We intend to pursue the development of agricultural growing operations using more modern technology and equipment than is currently in use in India. One of the areas we are focusing on is the establishment of greenhouse facilities for growing certain crops, which is a young but growing industry in India. We also intend to identify and pursue other infrastructure related opportunities including in the construction industry, where we seek to introduce sustainable building technologies to the Indian market, and water management technologies to improve water quality and usage efficiency. Some of these opportunities may overlap in one project, such as in the case of water management in the context of greenhouse growing operations. Since this business segment is broad, our revenue from it will be derived in varying ways:

 

  a. In the agricultural production component we intend to establish relationships with wholesalers to distribute our produce under a branded label that is characterized by a marketing strategy that establishes us as a grower of natural, organic and pesticide free environmentally sustainable premium produce. We may also sell product directly to large retail buyers.
     
  b. In the building construction, water management and other component of this segment we expect to generate license revenue and revenue from the sale of equipment and technology. We may also earn revenue, in the case of water management, from operating facilities or distribution of water. Our customers may include commercial businesses, government entities, as well as retail clients.

 

Industry Analysis

 

The market for environmentally sustainable products and services in alternative energy, infrastructure and similar areas, is highly competitive and broad. Although numerous established companies offer a variety of services to various different industry space’s in which we operate, the Company believes our business model should enable us to establish and maintain a niche but growing presence in areas such as project development for alternative energy facilities and energy efficiency consulting services; and, with respect to our infrastructure space strategy, we believe our business model should enable us to establish operations based on the early use of superior and more efficient technology that provides a more compelling value proposition to potential customers compared to our competitors.

 

While we have numerous competitors in the alternative energy and energy efficiency consulting space; many of these are large competitors who primarily undertake large projects (50 MW or more), whereas we intend to initially focus on small and medium size projects, where larger, more established competitors have less presence. Part of our strategy to address competitive pressures is to target projects in early stage markets where there are fewer competitors, such as market-based solar PV projects with private counterparties or mini-hydro. We will still have to face smaller competitors, but we aim to more efficiently and effectively execute project funding, which is a key factor for closing and commissioning alternative energy projects that smaller firms often find difficult to surmount.

 

Within the sector of the infrastructure space in which we intend to compete there are many large and small competitors. We intend to compete by being early stage adopters of emerging technology and methods, which may be available for general use or proprietary under license to us. The Indian agricultural market is highly competitive, comprised of millions of small-holdings farmers, but we intend to use greenhouse and other technology to grow superior, more consistent product, artificial pesticide free and with more efficient water use and intend to charge higher prices. We believe there is a market for such agricultural product, among India’s budding retail chain store market, international class hotels and similar establishments, which can absorb higher prices compared to traditionally grown product. In other infrastructure areas we intend to compete with the adoption of superior technology that management assesses gives it a first-mover advantage, such as by employing and selling technologies that reduce or re-use inputs and generally provide a more efficient solution to existing products or methods.

 

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Marketing

 

Our marketing strategy is focused on using our management’s contact network to establish a pipeline of projects in the energy and infrastructure sectors in which we operate and to similarly establish a limited number of initial customers for our consulting services and products.

 

In the power generation aspect of our business we need to secure a limited number of projects in the short to medium (3-24 months), as each project, while small compared to traditional energy generation technologies, still involves multi-million dollar investment outlays and 6-18 months to commission. The Company intends to target projects and customers where we can execute project expansion in phases, with a small minimum capacity to begin and room for growth in several phases over time at the same facility. We believe our potential customers are amenable to such a phased growth approach, as it decreases their risk as well as ours, since they must sign long term agreements with us to offtake power. We intend to target requests for proposals for small projects from government and to approach private businesses willing to adopt our energy solutions. In particular, we intend to target those areas where potential power customers face high power and fuel costs near or exceeding the cost of alternatives we can provide and where customers face inconsistent power availability.

 

Similarly, in our infrastructure segment our initial projects are likely to be small but they will still require multi-million dollar investments over a period of 1-2 years to complete and bring to the revenue-generating stage. While we intend to grow rapidly, management believes the best opportunity for the Company’s success lies in executing a phased growth strategy whereby we begin with small capacity build-outs while allowing for project expansions over time. We intend to establish small operations, such as in agriculture, to build initial relationships with key customers and distributors who are amenable to make larger purchases from us over time; in this agriculture segment we intend to market our products to the growing number of food retail chains in India and wholesale distributors and other retail buyers seeking more consistent product, more consistent delivery and higher quality product than is generally available from the traditional agriculture sector. In other infrastructure projects, where we may be introducing new technology to a customer base, we believe our best marketing strategy is to complete a limited number of small projects which establish confidence and credibility for our product offering; our marketing will be focused on targeting the growing number of Indian firms, governments and quasi-government entities seeking to elevate their environmental sustainability credentials and who see value in generally taking a more sustainable approach to their infrastructure needs.

 

We have identified potential partners and collaborators for our products and services in power generation and infrastructure. These are firms that are seeking partners to assist them in commissioning or operating projects by providing funding or who are seeking partners for management assistance. The Company will consider such opportunities on a case by case basis. Some collaboration may be one-time; in other cases it may involve situations where the Company believes establishing a longer term relationship with a potential partner will help us build a pipeline of opportunities over time. We will consider all such opportunities as management develops them.

 

Growth Strategy of the Company

 

Our goal is to establish a rational growth strategy that will maximize shareholder value over time by applying a phased growth strategy. We intend to secure a limited number of consulting engagements in the near term (3-24 months) but to grow this segment over time in line with our personnel growth, since such services are labor and management intensive. We also intend to initially secure a limited number of opportunities in our power generation and infrastructure segments during the next 3-24 months, but such that they can be expanded over time into a pipeline of projects that require commissioning over a period of several years.

 

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We believe a phased growth strategy is the most rational way for us to execute our vision, as our opportunities, particularly in power generation and infrastructure, while they may be small projects, still entail multi-million dollar investment outlays per individual project. Our projects involve complexities, such as coordinating engineering, procurement and construction activities; therefore, building projects in phases and staging growth over a period of years enables management to reduce execution and financing risk, while the Company bolsters its management resources to cope with our growth. We believe a phased growth strategy will also help the Company build a growing and more stable revenue base than an alternative approach that could involve attempts to execute opportunities that are too difficult to manage and finance given the current scope of our resources.

 

Competitive Analysis

 

The Company has many potential competitors in the industry segments in which we intend to operate. In providing energy consulting services we face direct competition from well-capitalized large international firms and a range of regional and small, local firms; these firms tend to have focus on customers of differing size, with some overlap. Nevertheless, our management believes there is ample opportunity for the Company to build a successful franchise in India by pro-actively approaching the many small and medium size companies that have not undergone energy audits or engaged with similar consultants in a country market (India) that as yet remains in an early stage of development.

 

In the power generation segment, we also face competition from firms of all sizes; the competition includes well-capitalized large firms, some of whom are publicly-traded; it includes many medium size firms, many of which are private and many of which have a primary focus on just one alternative energy technology (such as solar PV, or wind); it also includes many small firms, often capitalized by individuals or groups of high net worth investors seeking a limited exposure to one or two projects. We intend to compete by carefully choosing our opportunities from among those parts of the market that remain early stage, which includes market based solar PV projects, niche mini-hydro, geothermal and similar opportunities.

 

With respect to our infrastructure segment and the agricultural sector, we face competition from the multitude of small plot-holding farmers in India and other food growing operations. Management believes we can compete by using advanced growing methods and techniques, such as greenhouses, to provide a premium product that is more consistent, healthier and more environmentally sustainable than that which comes from traditional farms. As of now, there are a very limited number of greenhouse grow operations in India and most of these appear to be comprised of small entrepreneurs selling low volumes of produce or who are instead focused factory style mass market operations. We expect that if we demonstrate the viability of greenhouse operations, as we expect, new and better capitalized competitors will emerge at some point in the future.

 

In other infrastructure areas, such as building construction technology and water management we intend to compete based on adopting a first mover strategy using new and superior technology, often where we can establish proprietary rights to such technology to the exclusion of competitors. However, we will still face competition from a range of firms that provide solutions based on their own proprietary or general use technology. Before proceeding in this area management intends to conduct an assessment of the value proposition we can establish for any technology we may seek to secure and market. Our competitors in these market segments include a multitude of large, medium and small firms providing a diverse base of competitive products and solutions.

 

We consider our competition to be, in general, competent and experienced. They are likely to have greater financial and marketing resources than do we at the present time. Our ability to compete may be adversely affected by the ability of these competitors to devote greater resources to marketing, research and development, growth of the management team and other employees, amongst other factors, than are available to our Company. Some of the Company’s competitors in each of our segments also offer a wider scope of services and have greater name recognition. Our competitors include large firms that also have extensive existing customer bases and established distribution channels.

 

Two-Year Growth Strategy and Milestones

 

During the next two years, the Company’s growth strategy is to establish a sales and project base from which we can build out a project pipeline over subsequent years. We intend to secure a limited number of consulting engagements, power and infrastructure project opportunities and additional personnel to execute our plans. Within the infrastructure space, we plan to establish an initial small operation in the agricultural segment from which we can build an experienced team and set the stage for phased growth of the operations over time as additional financial resources become available to us. Similarly, within the power generation segment we intend to secure up to three initial projects that we can develop in the short term – within the next 24 months – so as to establish the base for a phased growth plan and expanding project pipeline over time.

 

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Patents, Trademarks, Licenses, Franchises, Concessions and Royalty Agreements

 

At the present, we do not have any patents or trademarks nor are we a party to any licenses, franchises, concessions or royalty agreements.

 

Need for any Government Approval of Products or Services

 

There will be instances where we will need to secure various government permits or other authorizations, such as in the power generation and infrastructure segments, including agreements with grid operators for wheeling power, building permits, securing of water rights, and land rezoning, among others.

 

Government and Industry Regulation

 

We will be subject to federal laws and regulations that relate directly or indirectly to our operations including securities laws. We will also be subject to common business and tax rules and regulations pertaining to the operation of our business. At this point, we cannot ascertain the effect of existing or probable government relations on our business.

 

Research and Development Activities

 

Other than time spent researching our proposed business, the Company has not spent any funds on research and development activities to date. The Company plans to spend funds on research and development in the future, such as for adapting new technologies and gaining certifications in India and in collaborations with universities or researchers in connection with developing proprietary technology in one or more of the segments in which we operate.

 

Environmental Laws

 

We will be subject to federal, state and local environmental laws that relate directly or indirectly to our operations in the jurisdictions in which we operate. At this time, we cannot ascertain the costs and effects of compliance with environmental laws.

 

Employees; Employment Agreements and Labor Contracts

 

We currently have one employee (full-time), Bharat Vasandani who serves as our President, Chairman, Chief Executive Officer and Chief Financial Officer. We do not have an employment agreement with Mr. Vasandani. We do not have any labor contracts.

 

Dividend Policy

 

We have never paid or declared dividends on our securities. Pursuant to the Certificate of Designation for our Series C Preferred Stock (effective on April 29, 2013), the holders of shares of Series C Preferred Stock are entitled to a one-time special dividend of $0.001 per each outstanding share of Series C Preferred Stock payable by the Company to the holders thereof no earlier than the thirtieth (30th) day after the date of issuance of the Series C Preferred Stock to such holders but no later than the first anniversary date of the date of issuance of the Series C Preferred Stock to such holders, subject to the approval of the holders of the Company’s senior securities and satisfaction of the Nevada Revised Statutes. The payment of cash dividends, if any, in the future is within the discretion of our Board and will depend upon our earnings, our capital requirements, financial condition and other relevant factors. Other than the one-time dividend for our outstanding Series C Preferred Stock, we do not foresee paying any dividends on our outstanding securities; but, rather, we intend to retain any future earnings for use in our business.

 

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Principal Executive Offices

 

Our principal executive offices are located at 123 W. Nye Lane, Suite 455, Carson City, NV 89706. Our telephone number is (888) 983-1623. Our website address is www.panglobalcorp.com. The contents of our website are not incorporated by reference into this Form 8-K.

 

RISK FACTORS

 

An investment in our Company is extremely risky. You should carefully consider these risks, in addition to the other information presented in this Report, before deciding to our securities. If any of the following risks actually materialize, our business and prospects could be seriously harmed, the trading price and value of our securities could decline and you could lose all or part of your investment. The risks and uncertainties described below are not exclusive and are intended to reflect the material risks that are specific to us, material risks related to our industry and material risks related to companies that undertake a public offering or seek to maintain a class of securities that is registered or traded on an exchange or quoted on the over-the-counter market.

 

Risks Related to Our Business

 

We are not currently profitable and may not become profitable.

 

According to the unaudited pro forma consolidated financial statements of the Company included in Exhibit 99.1 to this Form 8-K, at December 31, 2012, the combined companies had $862 in cash on hand and an accumulated deficit of $53, 0 49 and only generated $9,500 in revenues. In their report for the fiscal year ended September 30, 2012, the auditors of Pan Asia have expressed that there is substantial doubt as to Pan Asia’s ability to continue as a going concern. We expect that the Company will incur substantial losses for the foreseeable future and may never become profitable. We also expect to continue to incur significant operating and capital expenditures for the next several years and anticipate that our expenses will increase substantially in the foreseeable future. We also expect to experience negative cash flow for the foreseeable future as we fund our operating losses and capital expenditures. As a result, we will need to generate significant revenues in order to achieve and maintain profitability. We may not be able to generate these revenues or achieve profitability in the future. Our failure to achieve or maintain profitability could negatively impact the value of our common stock.

 

We are subject to all of the complications and difficulties associated with new enterprises.

 

The Company’s operating subsidiary, Pan Asia, was incorporated on July 13, 2012. We have a limited history upon which an evaluation of our prospects and future performance can be made. Our proposed operations are subject to all business risks associated with new enterprises. The likelihood of our success must be considered in light of the problems, expenses, difficulties, complications, and delays frequently encountered in connection with the expansion of a business operation in a competitive industry, and the continued development of projects, technology and a corresponding customer base. There is a possibility that we could sustain losses in the future, and there are no assurances that we will ever operate profitably.

 

We are focused on “green” initiatives and while our management believes that it can implement our business plan, attract highly talented personnel and develop a market for its products and services, our plan of operations are subject to changing needs of target customers, market conditions and various other factors out of our control. For these and other reasons, the purchase of our common stock should only be made by persons who can afford to lose their entire investment.

 

The electric power generation industry is subject to significant technological advancements that may impact our business model

 

The electricity industry is undergoing transformative change. Technological advancements such as energy storage and distributed generation may change the nature of energy generation and delivery. These changes may materially affect our business model as an independent power producer and our ability to compete with new energy generation and delivery business models.

 

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Weather and climate related incidents and other natural disasters could materially affect our financial condition and results of operations.

 

Weather-related incidents, climate factors and other natural disasters, including storms, wildfires and earthquakes and the annual monsoon rains in India, can disrupt the generation and transmission of electricity, and can seriously damage the infrastructure necessary to deliver power to customers. These events can lead to lost revenues and increased expenses, including higher maintenance and repair costs. They can also result in contractual penalties and disallowances, particularly if we encounter difficulties in restoring power to our customers. These occurrences could materially affect our business, financial condition and results of operations, and the inability to restore power to our customers could also materially damage the business reputation of the Company. In addition, renewable power generation projects are subject to weather and climate conditions that impact positively and negatively the amount of power generated, such as for solar and hydro projects. Renewable power project feasibility is assessed based on historic patterns of such factors as site-specific solar irradiation or water flows, but these factors can vary significantly from year to year. Significant deviations of such natural phenomena from levels predicted based on historical data could have a material adverse impact on project power output and, hence, on revenues and the results of operations. Extended deviations from normal of such factors could negatively impact our liquidity and solvency.

 

State-owned power distribution companies in India are responsible for power transmission and distribution; therefore, we are reliant on them to deliver power to our customers.

 

Power distribution in India is undertaken by state-owned electricity distribution companies. Many are heavily in debt and hard pressed to maintain their distribution grids at a high level of reliability. Whether we sell power under a contract to the government or directly to a private electricity buyer, we are reliant on the state-owned electricity distribution companies to deliver our power. If they are unable to undertake distribution we may suffer revenue losses and we may be unable to recover those losses from the distribution company or the collection period may be delayed for an extended period of time. Since our power generation projects are a capital intensive business financed to a significant degree by debt, any losses in revenue or delays in collection would result in significant financial distress for the company and have a material adverse impact on our liquidity and solvency.

 

The generation, transmission and distribution of electricity are dangerous and involve inherent risks of damage to private property and injury to employees and the general public.

 

Electricity is dangerous for employees and the general public should they come in contact with power lines or electrical equipment. Injuries and property damage caused by such contact can subject to liability that, despite the existence of insurance coverage, can be significant. Such penalties and liabilities could be significant and can be difficult to predict. The range of possible penalties and liabilities includes amounts that could materially affect our liquidity and results of operations.

 

As a capital intensive company, we rely on access to the capital markets. If we are unable to access the capital markets or the cost of financing was to substantially increase, our liquidity and operations would be materially affected.

 

Our power and infrastructure projects are reliant on access to the capital markets, include both the markets for debt and equity. Electric power generation projects for renewable energy are typically financed with a significant amount of debt as well as equity. If we are unable to secure project debt on assumed terms our projects may not be viable. In addition, project debt funding is frequently sourced from international lenders who, from time to time, may adjust their desired exposure or terms for lending to projects in India. Market disruptions out of our control could have a material adverse impact on our ability to access such funding.

 

10
 

 

Our operations are subject to foreign currency risk.

 

To a significant degree, the Company is focusing its efforts on various projects in India. These projects will typically generate revenue in India rupees. The Indian rupee historically has been subject to significant fluctuations in its value compared to other currencies over time. Any depreciation in the Indian rupee would result in a decrease in our reported revenues, since the Company reports in United States dollars. In addition, while our projects will typically generate revenue in Indian rupees, our project debt funding, whether for infrastructure or power generation projects, may be denominated in a currency other than the Indian rupee, such as United States dollars or Euros; therefore, we will face a currency mismatch between revenues and the debt funding obligations we undertake to finance the assets that generate our revenues. While hedging instruments are available to mitigate currency mismatching risks, hedge instruments are often expensive and also are often unable to offset currency risk with 100% effectiveness. Therefore, significant currency movements against our liability position and/or hedging ineffectiveness could have a material adverse impact on our ability to service our debts and to maintain our liquidity and solvency.

 

We are dependent on Bharat Vasandani, our Chairman and sole executive officer. The loss of Mr. Vasandani would have a material adverse effect on our business.

 

Our future success depends to a significant extent on Bharat Vasandani and his skills, experience and efforts. We face intense competition for qualified individuals from numerous companies that offer similar services. The loss of Mr. Vasandani could harm our business and might significantly delay or prevent the achievement of our business objectives.

 

As our business grows, we will need to attract additional employees which we might not be able to do.

 

In order to grow and implement our business plan, we would need to add managerial talent to support our business plan. There is no guarantee that we will be successful in adding such managerial talent.

 

We may not be able to compete successfully with current and future competitors.

 

The Company has many potential competitors in the market for environmentally sustainable energy and infrastructure products and services. We will compete, in our current and proposed businesses, with other companies, some of which have far greater marketing and financial resources and experience than we do. We cannot guarantee that we will be able to penetrate our intended market and be able to compete profitably, if at all. In addition to established competitors, there is ease of market entry for other companies that choose to compete with us. Effective competition could result in price reductions, reduced margins or have other negative implications, any of which could adversely affect our business and chances for success. Competition is likely to increase significantly as new companies enter the market and current competitors expand their services. Many of these potential competitors are likely to enjoy substantial competitive advantages, including: larger staffs, greater name recognition, larger and established customer bases and substantially greater financial, marketing, technical and other resources. To be competitive, we must respond promptly and effectively to industry dynamics, evolving standards and competitors’ innovations by continuing to enhance our technology, products, services, sales and marketing channels and customer acquisition. Any pricing pressures, reduced margins or loss of market share resulting from increased competition, or our failure to compete effectively, could fatally damage our business and chances for success.

 

We may not be able to manage our growth effectively.

 

We must continually implement and improve our products and/or services, operations, operating procedures and quality controls on a timely basis, as well as expand, train, motivate and manage our work force in order to accommodate anticipated growth and compete effectively in our market segments. Successful implementation of our strategy also requires that we establish and manage a competent, dedicated work force and employ additional key employees in corporate management, product design, client service and sales. We can give no assurance that our personnel, systems, procedures and controls will be adequate to support our existing and future operations. If we fail to implement and improve these operations, there could be a material, adverse effect on our business, operating results and financial condition.

 

11
 

 

If we do not continually update our services, they may become obsolete and we may not be able to compete with other companies.

 

We cannot assure you that we will be able to keep pace with advances or that our services and products will not become obsolete. We cannot assure you that competitors will not develop related or similar services and offer them before we do, or do so more successfully, or that they will not develop services and products more effective than any that we have or are developing. If that happens, our business, prospects, results of operations and financial condition will be materially adversely affected.

 

We have agreed to indemnify our officers and directors against lawsuits to the fullest extent of the law.

 

We are a Nevada corporation. Nevada law permits the indemnification of officers and directors against expenses incurred in successfully defending against a claim. Nevada law also authorizes Nevada corporations to indemnify their officers and directors against expenses and liabilities incurred because of their being or having been an officer or director. Our organizational documents provide for this indemnification to the fullest extent permitted by law.

 

We currently do not maintain any insurance coverage. In the event that we are found liable for damage or other losses, we would incur substantial and protracted losses in paying any such claims or judgments. We have not maintained liability insurance in the past, but intend to acquire such coverage immediately upon resources becoming available. There is no guarantee that we can secure such coverage or that any insurance coverage would protect us from any damages or loss claims filed against it.

 

If we engage in any acquisition, we will incur a variety of costs and may never realize the anticipated benefits of the acquisition.

 

We may attempt to acquire businesses, technologies, services or products or license technologies that we believe are a strategic fit with our business. We have limited experience in identifying acquisition targets, and successfully completing and integrating any acquired businesses, technologies, services or products into our current infrastructure. The process of integrating any acquired business, technology, service or product may result in unforeseen operating difficulties and expenditures and may divert significant management attention from our ongoing business operations. As a result, we will incur a variety of costs in connection with an acquisition and may never realize our anticipated benefits.

 

If we fail to establish and maintain an effective system of internal control, we may not be able to report our financial results accurately or to prevent fraud. Any inability to report and file our financial results accurately and timely could harm our reputation and adversely impact the trading price of our common stock.

 

Effective internal control is necessary for us to provide reliable financial reports and prevent fraud. If we cannot provide reliable financial reports or prevent fraud, we may not be able to manage our business as effectively as we would if an effective control environment existed, and our business and reputation with investors may be harmed. As a result, our small size and any current internal control deficiencies may adversely affect our financial condition, results of operation and access to capital. We have not performed an in-depth analysis to determine if historical un-discovered failures of internal controls exist, and may in the future discover areas of our internal control that need improvement.

 

Public company compliance may make it more difficult to attract and retain officers and directors.

 

The Sarbanes-Oxley Act and new rules subsequently implemented by the SEC have required changes in corporate governance practices of public companies. As a public company, we expect these new rules and regulations to increase our compliance costs in 2013 and beyond and to make certain activities more time consuming and costly. As a public company, we also expect that these new rules and regulations may make it more difficult and expensive for us to obtain director and officer liability insurance in the future and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified persons to serve on our board of directors or as executive officers.

 

12
 

 

Compliance with changing regulation of corporate governance and public disclosure, and our management’s inexperience with such regulations will result in additional expenses and creates a risk of non-compliance.

 

Changing laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002 and related SEC regulations, have created uncertainty for public companies and significantly increased the costs and risks associated with accessing the public markets and public reporting. Our management team expects to invest significant management time and financial resources to comply with both existing and evolving standards for public companies, which will lead to increased general and administrative expenses and a diversion of management time and attention from revenue generating activities to compliance activities. Management’s inexperience may cause us to fall out of compliance with applicable regulatory requirements, which could lead to enforcement action against us and a negative impact on our stock price.

 

Risks Relating to Ownership of Our Common Stock

 

Our Series B Preferred Stock has 80% voting rights which substantially dilutes and essentially renders the voting power of our Common Stock meaningless. This may inhibit potential acquisition bids and adversely affect the market price for our Common Stock.

 

Our Articles of Incorporation provides our Board of Directors with the authority to issue up to 25,000,000 shares of “blank check” preferred stock and to determine or alter the rights, preferences, privileges and restrictions granted to or imported upon these shares without further vote or action by our stockholders. As of the date of this Form 8-K, there were an aggregate of 2,250,000 shares of Series A Convertible Preferred Stock, 100 shares of Series B Non-Convertible Preferred Stock and 4,800,000 shares of Series C Convertible Preferred Stock designated and outstanding. The outstanding shares of Series B Preferred Stock shall vote together with the shares of Common Stock and other voting securities of the Company as a single class and, regardless of the number of shares of Series B Preferred Stock outstanding and as long as at least one of such shares of Series B Preferred Stock is outstanding, shall represent 80% of all votes entitled to be voted at any annual or special meeting of stockholders of the Company or action by written consent of stockholders. Each outstanding share of the Series B Non-Convertible Preferred Stock shall represent its proportionate share of the 80% which is allocated to the outstanding shares of Series B Preferred Stock.

 

The 80% voting rights of the Series B Preferred Stock substantially dilutes and essentially renders the voting power of our Common Stock meaningless. According, the 80% voting power of our Series B Preferred Stock could delay or prevent a change in control transaction without further action by our stockholders. As a result, the market price of our Common Stock may be adversely affected. In addition, our Series A Preferred Stock and Series C Preferred Stock have preference over our Common Stock with respect to the payment of dividends or upon our liquidation, dissolution or winding up. The voting power of our Series B Preferred Stock and liquidation preference of our Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock could adversely affect the market price of our Common Stock.

 

There has not historically been an active market for the Company’s common stock, and we cannot assure you that an active trading market will develop for the Company’s common stock.

 

Historically, there has a very limited trading market for the Company’s common stock with limited or no volume and thus the Company cannot accurately obtain an accurate bid or ask price for a share of its common stock. Any investor who purchases the Company’s common stock is not likely to find any liquid trading market for the common stock and there can be no assurance that any liquid trading market will ever develop, or if developed, be maintained. Due to the lack of a trading market for our securities, investors may have difficulty selling any shares they purchase.

 

Any trading market that may develop in the future for our common stock will most likely be very volatile; and numerous factors beyond our control may have a significant effect on the market.

 

13
 

 

Our common stock is deemed a “penny stock,” which could make it more difficult for our investors to sell their shares.

 

The Company’s common stock is subject to the “penny stock” rules adopted under Section 15(g) of the Exchange Act. The “penny stock” rules generally apply to companies whose common stock is not listed on The NASDAQ Stock Market or other national securities exchange or automated quotation system sponsored by a registered national securities association with certain listing standards as set forth under Rule 3a51-1 of the Exchange Act, other than companies that have a sales price of $5.00 or more for its common stock (excluding any broker or dealer commission, commission equivalent, mark-up or mark-down), had average revenue of at least $6,000,000 for the last three years or that have tangible net worth of at least $5,000,000 ($2,000,000 if the company has been operating for three or more years). These rules require, among other things, that brokers who trade penny stock to persons other than established customers complete certain documentation, make suitability inquiries of investors and provide investors with certain information concerning trading in the security, including a risk disclosure document and quote information under certain circumstances. Many brokers have decided not to trade penny stocks because of the requirements of the penny stock rules and, as a result, the number of broker-dealers willing to act as market makers in such securities is limited. If we remain subject to the penny stock rules for any significant period, it could have an adverse effect on the market, if any, for our securities and investors will find it more difficult to dispose of our securities.

 

The price of our shares of common stock in the future may be volatile.

 

If an active market ever develops for our common stock, of which no assurances can be given, the market price of our common stock will likely be volatile and could fluctuate widely in price in response to various factors, many of which are beyond our control, including: technological innovations or new products and services by us or our competitors; additions or departures of key personnel; sales of our common stock; our ability to integrate operations, technology, products and services; our ability to execute our business plan; operating results below expectations; loss of any strategic relationship; industry developments; economic and other external factors; and period-to-period fluctuations in our financial results. Because we have a very limited operating history with limited revenues to date, you may consider any one of these factors to be material. Our stock price may fluctuate widely as a result of any of the above. In addition, the securities markets have from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our common stock.

 

We have not paid dividends on our common stock in the past and do not expect to pay dividends in the future. Any return on investment may be limited to the value of our common stock.

 

We have never paid cash dividends on our common stock and do not anticipate doing so in the foreseeable future. The payment of dividends on our common stock will depend on earnings, financial condition and other business and economic factors affecting us at such time as our board of directors may consider relevant. If we do not pay dividends, our common stock may be less valuable because a return on your investment will only occur if our stock price appreciates.

 

14
 

  

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

 

The following discussion and analysis of the financial condition and results of operations of the Company for the year ended September 30, 2012 and for the three month period ended December 31, 2012 and should be read in conjunction with the Selected Consolidated Financial Data, the financial statements, and the notes to those financial statements that are included elsewhere in this Current Report on Form 8-K. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the Risk Factors, Cautionary Notice Regarding Forward-Looking Statements and Business sections in this Form 8-K. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements.

 

Company Overview

 

On April 25, 2013, Savvy Business Support, Inc., a Nevada corporation (“Savvy”), entered into a Share Exchange Agreement (the “Share Exchange Agreement”), with Pan Asia Infratech Corp., a Nevada corporation (“Pan Asia”). Pan Asia is a development stage company incorporated in Nevada on July 13, 2012 and its principal business is the development of projects in renewable energy and energy efficiency technology that comprise innovative solutions for basic infrastructure. Pan Asia intends to generate revenue through project consulting and development fees, business advisory services, project management fees on operations of facilities, equity investments in power and infrastructure projects, sales of equipment and operating revenues from power generation or infrastructure projects.

 

Pursuant to the Share Exchange Agreement, on April 26, 2013, the stockholders of Pan Asia transferred to Savvy an aggregate of 15,000 shares of common stock, no par value, of Pan Asia, constituting 100% of the outstanding capital stock of Pan Asia, in exchange for, on a pro rata basis, an aggregate of 90,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), of Savvy (the “Share Exchange”). As a result of the Share Exchange, Pan Asia became a wholly-owned subsidiary of Savvy and Savvy ceased being a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)).

 

On the closing date of the Share Exchange, Brookstone Partners LLC controlled both Savvy and Pan Asia. As a result, the Share Exchange was treated as a combination of entities under common control.

 

Effective April 26, 2013, the Company amended its Articles of Incorporation with the Secretary of State of Nevada therein changing its name from Savvy Business Support, Inc. to Pan Global, Corp.

 

On May 2, 2013, the OTCBB symbol of the Company’s Common Stock was changed from SVYB to PGLO.

 

Unless otherwise defined herein, the terms “Pan Global,” the “Company,” “we,” “us,” “our,” and similar terms shall refer to Pan Global, Corp. and its wholly-owned subsidiary, Pan Asia Infratech Corp., a Nevada corporation.

 

Plan of Operations

 

We are investigating business opportunities in the market segments in which we operate, and we intend to pursue these opportunities by securing rights to technologies and projects. These opportunities are identified through our management’s network of contacts in India and around the world.

 

15
 

 

During the next three years, we intend to pursue opportunities in the following areas:

 

Energy Efficiency. We have identified significant opportunities in energy efficiency consulting and innovation in India, where energy demand and prices are increasing rapidly. We believe Indian businesses and households are seeking energy solutions that assist can them with increasing the efficiency of their energy usage as well as seeking to adopt innovative green energy technologies that supplement or substitute for their reliance on fossil fuels and traditional grid-based electricity. We seek to provide such solutions to customers through consulting services, project implementation and project management. We envision such solutions to cover areas such as alternative energy technology implementation, building retrofits to reduce energy usage, installation of electrical control system technology and other similar items.

 

Alternative Energy Projects. We seek to invest in alternative energy projects, such as the development of solar photovoltaic (“PV”) projects, mini-hydro, geothermal and wind energy. Several countries, including India, provide certain electric power generation incentives for the development of these and other alternative energy projects. Pan Global seeks to provide development funding for such projects. We may sell these projects at the time of commissioning or hold them for the long term, depending on the financial return to the Company on a case by case basis.

 

Infrastructure. The Company also seeks to invest in non-energy infrastructure technology and projects that provide environmentally sustainable solutions in place of conventional technology. We are seeking opportunities to develop projects in the field of agriculture, building technology and water distribution, amongst others. Management believes the Indian agriculture sector is ripe for technologies that significantly reduce the environmental footprint, such as by improving the efficiency of water use and intensity of land use. We believe there are existing technologies in the building sector that are widely used in Europe and North America which significantly reduce carbon footprints and which can be adapted to the Indian market. We also believe there are opportunities in the Indian market for water purification and waste-water treatment. The Company seeks to introduce such technologies in the Indian context. In some cases we may license these technologies from the patentholder. In other cases, the technology is available for general use, so we will seek to develop projects directly.

 

Business Model

 

Our business model is based on three prospective revenue streams: consulting fees; sales of equipment and technology in connection with energy efficiency projects; and revenue from operating projects such as power generation, agricultural operations and other infrastructure related projects. Our revenue from operating projects may be derived from projects in which we hold a majority equity position or where we hold an investment as a minority partner. Generally, we anticipate that our sales will be derived from business and commercial customers, as follows:

 

1.Consulting Fees: We are in the process of building an energy efficiency audit and consulting team in India that will conduct energy audits for commercial and other business customers and advise them on how they can implement energy savings technologies to reduce their energy usage. The audit and consulting team may also manage project implementation, equipment procurement and provide installation services.

 

2.Power generation projects: We are investigating opportunities to develop electric power generation projects from renewable energy sources such as solar, mini-hydro, geothermal and wind. While our main focus is on potential projects in India, it is not exclusively so. Within the Indian market there are available various government backed incentives programs, including those which provide direct tariff subsidies as well as market based tariff support through renewable energy credits that can be sold on established trading markets. We intend to pursue both types of opportunities and to assess the project viability on a case by case basis, and to invest in such projects as owner-developers and/or as partners with other developers. Our investments may be made as equity level investments or as mezzanine funding. These projects earn revenue from the sale of power generated and sold to either government owned electricity companies or from the direct sale of power to private buyers.

 

16
 

 

3.Infrastructure: We are investigating opportunities to develop sustainable projects in the Indian infrastructure industry, including but not limited to, investments in agriculture, the building construction industry and water purification and treatment. We intend to pursue the development of agricultural growing operations using more modern technology and equipment than is currently in use in India. One of the areas we are focusing on is the establishment of greenhouse facilities for growing certain crops, which is a young but growing industry in India. We also intend to identify and pursue other infrastructure related opportunities including in the construction industry, where we seek to introduce sustainable building technologies to the Indian market, and water management technologies to improve water quality and usage efficiency. Some of these opportunities may overlap in one project, such as in the case of water management in the context of greenhouse growing operations. Since this business segment is broad, our revenue from it will be derived in varying ways:

 

a.In the agricultural production component we intend to establish relationships with wholesalers to distribute our produce under a branded label that is characterized by a marketing strategy that establishes us a grower of natural, organic and pesticide free environmentally sustainable premium produce. We may also sell product directly to large retail buyers.

 

b.In the building construction, water management and other component of this segment we expect to generate license revenue and revenue from the sale of equipment and technology. We may also earn revenue, in the case of water management, from operating facilities or distribution of water. Our customers may include commercial businesses, government entities, as well as retail clients.

 

Growth Strategy of the Company

 

Our goal is to establish a rational growth strategy that will maximize shareholder value over time by applying a phased growth strategy. We intend to secure a limited number of consulting engagements in the near term (3-24 months) but to grow this segment over time in line with our personnel growth, since such services are labor and management intensive. We also intend to initially secure a limited number of opportunities in our power generation and infrastructure segments during the next 3-24 months, but such that they can be expanded over time into a pipeline of projects that require commissioning over a period of several years.

 

We believe a phased growth strategy is the most rational way for us to execute our vision, as our opportunities, particularly in power generation and infrastructure, while they may be small projects, still entail multi-million dollar investment outlays per individual project. Our projects involve complexities, such as coordinating engineering, procurement and construction activities; therefore, building projects in phases and staging growth over a period of years enables management to reduce execution and financing risk, while the company bolsters its management resources to cope with our growth. We believe a phased growth strategy will also help the Company build a growing and more stable revenue base than an alternative approach that could involve attempts to execute opportunities that are too difficult to manage and finance given the current scope of our resources.

 

Results of Operations of Pan Asia

 

Pan Asia’s fiscal year end is September 30.

 

At September 30, 2012, Pan Asia had no assets and $1,100 in total liabilities consisting of $1,100 owed to the Treasurer of Pan Asia for expenses paid by the Treasurer on behalf of Pan Asia. At December 31, 2012, Pan Asia had $6,362 in total assets, consisting of $862 in cash and $5,500 in prepaid expenses. At December 31, 2012, Pan Asia had $1,125 in total liabilities, consisting of $25 in accounts payable and accrued liabilities and $1,100 owed to the Treasurer of Pan Asia for expenses.

 

From July 13, 2012 (inception) to September 30, 2012, Pan Asia did not generate any revenues. For the three months ended December 31, 2012, Pan Asia had $9,500 in revenues. The increase in revenues was due to a consulting engagement for evaluating solar technology.

 

From July 13, 2012 (inception) to September 30, 2012, Pan Asia had $1,100 in total expenses, consisting of $1,050 in general and administrative expenses and $50 in professional fees. For the three months ended December 31, 2012, Pan Asia had $8,663 in total expenses, consisting of $163 in general and administrative expenses, $1,000 in management fees and $7,500 in professional fees. The increase in management fees and professional fees was due to higher expenses for audit, accounting and legal services as Pan Asia ramped up its startup operations.

 

17
 

 

Liquidity and Capital Resources

 

At December 31, 2012, Pan Asia had $862 in cash.

 

We believe that our current levels of cash will not be sufficient to meet our liquidity needs for the next 12 months. We will need additional cash resources in the future if we pursue opportunities for investment, acquisition, strategic cooperation or other similar actions. To satisfy future cash requirements, we expect to seek funding through the issuance of debt or equity securities and the obtaining of a credit facility. Any future issuance of equity securities could cause dilution for our shareholders. Any incurrence of indebtedness will increase our debt service obligations and may cause us to be subject to restrictive operating and financial covenants. It is possible that financing may be available to us in amounts or on terms that are not favorable to the Company or not available at all.

 

Our operations are subject to foreign currency risk.

 

To a significant degree the Company is focusing its efforts on various projects in India. These projects will typically generate revenue in India rupees. The Indian rupee historically has been subject to significant fluctuations in its value compared to other currencies over time. Any depreciation in the Indian rupee would result in a decrease in our reported revenues, since the Company reports in United States dollars. In addition, while our projects will typically generate revenue in Indian rupees, our project debt funding, whether for infrastructure or power generation projects, may be denominated in a currency other than the Indian rupee, such as United States dollars or Euros; therefore, we will face a currency mismatch between revenues and the debt funding obligations we undertake to finance the assets that generate our revenues. While hedging instruments are available to mitigate currency mismatching risks, hedge instruments are often expensive and also are often unable to offset currency risk with 100% effectiveness. Therefore, significant currency movements against our liability position and/or hedging ineffectiveness, could have a material adverse impact on our ability to service our debts and to maintain our liquidity and solvency.

 

Recent Accounting Pronouncements

 

As of the date of this report, there are no accounting pronouncements that had not yet been adopted by the Company that we believe would have a material impact on our financial statements.

 

Significant Accounting Policies

 

Use of Estimates

The preparation of financial statements in conformity with US generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

 

Revenue Recognition

 

The Company recognizes revenue when persuasive evidence of an arrangement exists, services have been rendered, the sales price is fixed or determinable, and collectability is reasonably assured.

 

18
 


Quantitative and Qualitative Disclosures about Market Risks

 

None

 

Off-Balance Sheet Arrangements

 

We do not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as “special purpose entities” (SPEs).

 

PROPERTIES

 

Our principal executive offices are located at 123 W. Nye Lane, Suite 455, Carson City, Nevada 89706. We rent our offices for $500 per quarter pursuant to a lease agreement, dated February 22, 2013, between our Company and Pinnacle Executive Suites. The lease is for one year and automatically extends for the same period as the initial term upon the same conditions contained in the lease agreement, unless either party notifies the other at least 30 days prior to the expiration date.

 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

The following table sets forth certain information concerning the beneficial ownership of the Company’s Common Stock, Series A Convertible Preferred Stock, Series B Non-Convertible Preferred Stock and Series C Convertible Preferred stock as of the date of this Report by (i) each person known by the Company to be the owner of more than 5% of the outstanding of each of the Company’s Common Stock, Series A Convertible Preferred Stock, Series B Non-Convertible Preferred Stock and Series C Convertible Preferred Stock, (ii) each director, (iii) each named executive officer, and (iv) all directors and executive officers as a group. In general, “beneficial ownership” includes those securities that a stockholder has the power to vote or transfer, and stock options and other rights exercisable or within 60 days. Unless otherwise indicated, the address for each person is c/o Pan Global, Corp., 123 W. Nye Lane, Suite 455, Carson City, Nevada 89706.

 

   Common Stock   Series A Preferred   Series B Preferred   Series C Preferred 
Name and
Position
  Number of
Shares
   Percentage of
Class(1)
   Number of
Shares
   Percentage of
Class (2)
   Number of
Shares
   Percentage
of
 Class(3)
   Number of
Shares
   Percentage
of Class)
(4)
 
Bharat Vasandani, Chairman, President,
CEO, CFO
   30,000,000    6.6%   0    -    0    -    0    - 
Brookstone Partners, LLC(5)   380,000,000    83.5%   -    -    100    100%   1,800,000    100%
Edward Whitehouse   1,000(6)   *    2,250,000    100%   0    -    0    - 
Directors and Officers as a group (1 person)   30,000,000    6.6%   0    -    0    -    0    - 

 

*   Represents less than 1%.
(1)   Based on 455,155,000 shares of Common Stock issued and outstanding as of the date of this Report.

(2)   Based on 2,250,000 shares of Series A Convertible Preferred Stock issued and outstanding as of the date of this Report.

(3)   Based on 100 shares of Series B Non-Convertible Preferred Stock issued and outstanding as of the date of this Report.
(4)   Based on 1,800,000 shares of Series C Convertible Preferred Stock issued and outstanding as of the date of this Report. Each shares of Series C Convertible Preferred Stock is convertible by the holder therefor for 1 shares of common stock of the Company.

(5)   Stella Lumawag is the Managing Member of Brookstone Partners, LLC and has voting and dispositive control over Brookstone Partners, LLC.
(6)   Excludes an aggregate of 45,000,000 shares of Common Stock issuable upon the conversion of 2,250,000 shares of Series A Preferred Stock held by Mr. Whitehouse. Each share of Series A Preferred Stock is convertible into 20 shares of Common Stock of the Company; provided, however, that the holder is prohibited from converting such number of shares of Series A Preferred Stock that would result in the stockholder beneficially owning more than 9.9% of the Common Stock of the Company.

 

19
 

 

DIRECTORS AND EXECUTIVE OFFICERS

 

As previously reported by Savvy in its Form 10-Q for the quarter ended December 31, 2012, on February 12, 2013, Virginia K. Sourlis resigned from the Board of Directors of Savvy and as the President and Chief Executive Officer of Savvy, effective immediately. Ms. Sourlis’ resignation from Savvy was not due to or a result of any disagreements with the Company.

 

On February 12, 2013, the Board of Directors Savvy appointed Mr. Bharat Vasandani as a member and Chairman of the Board of Directors of Savvy until the next annual meeting of stockholders or until his successor is duly elected and qualified. The Board also appointed Mr. Vasandani to serve as the President, Chief Executive Officer and Chief Financial Officer of Savvy. Mr. Vasandani will continue as the Chairman of the Board of Directors of the Company and as the President, Chief Executive Officer and Chief Financial Officer of the Company.

 

The following section contains pertinent information related to the post-Share Exchange composition of our Board of Directors and Officers.

 

The members of the Board of Directors of the Company hold office for a period of one year or until his/her successor is elected and qualified. The officers of the Company are appointed by our Board of Directors and hold office until their death, resignation or removal from office. A summary of the Company’s directors and executive officers, their ages, positions held, are as follows:

 


Name
 
Age
 

 

Directors and Officers

  Director Since
Bharat Vasandani   34  

President, Chairman of the Board, Chief Executive Officer and Chief Financial Officer

(Principal Executive Officer)

(Principal Financial and
Accounting Officer)

  February 12, 2013

 

Business Experience

 

Bharat Vasandani has been serving as our President, Chairman, Chief Executive Officer and Chief Financial Officer since February 12, 2013. Mr. Vasandani has focused his career on India’s renewable energy and green building sectors. Mr. Vasandani began his career at an Indian plastic manufacturing company, called Jyotika Industries from October 2001 to September 2003. In November 2005, he joined D’Essence Consulting based in Mumbai, India where he was part of a team that assisted private and public companies on business strategy and turnarounds. From November 2006 to April 2009, he served a similar role with TresVista Financial Services in Mumbai, India, providing strategic and operation advice to both Indian and international companies on valuation, equity investments and M&A. 

 

Since 2009, Mr. Vasandani has been specializing in the renewable energy sector, advising domestic and international firms on business development opportunities and market entry. He was a co-founder of Venus Finvest Services in September, 2009, which focused on advisory services in the renewable energy sector. At Venus, Mr. Vasandani assisted foreign EPC and development firms find Indian partners, as well as helping to establish relationships in the reverse direction. He is a frequent speaker at solar industry conferences across India.

 

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In September 2011, Mr. Vasandani joined OmniMedia Group, Spain, as Head of Strategy and Editorial, with a mandate to revive the power media brand Energetica India and introduce EcoConstruction brand in the Indian market. 

 

The Company believes that Mr. Vasandani’s contacts and expertise in India’s renewable energy and green building sectors as well as his experience in business strategy and turnarounds as disclosed above renders Mr. Vasandani suitable to serve as a member of the Company’s board of directors in light of the Company’s business and structure.

 

Mr. Vasandani obtained his Bachelor of Engineering, Biomedical, from the University of Mumbai in 2001. In 2005, he completed his Masters, International Business at ESC-Grenoble, France.

 

Involvement in Certain Legal Proceedings

 

None of our current executive officers, directors or named consultants has, during the past ten years:

 

  (a) Had any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

 

  (b) Been convicted in a criminal proceeding or subject to a pending criminal proceeding;

 

  (c) Been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities, futures, commodities or banking activities; and

 

  (d) Been found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

 

Family Relationships

 

None

 

Section 16(a) Beneficial Ownership Reporting Compliance

 

Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who beneficially own more than 10% of a registered class of our equity securities to file with the Securities and Exchange Commission initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common shares and other equity securities, on Forms 3, 4 and 5, respectively. Executive officers, directors and greater than 10% shareholders are required by the Securities and Exchange Commission regulations to furnish us with copies of all Section 16(a) reports they file. Based on our review of the copies of such forms received by us, and to the best of our knowledge, all executive officers, directors and greater than 10% shareholders filed the required reports in a timely manner.

 

Employment Agreements

 

None

 

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Audit, Nominating and Compensation Committees 

 

Our Board of Directors has not formally established separate audit, nominating or compensation committees though they perform many of the functions that would otherwise be delegated to such committees. Currently, our Board of Directors believes that the cost of establishing such committees, including the costs necessary to recruit and retain qualified independent directors to serve on our Board of Directors and such committees and the legal costs to properly form and document the authority, policies and procedures of such committees are not justified under our current circumstances. However, we anticipate that our Board of Directors will seek qualified independent directors to serve on the Board and ultimately form standing nominating and compensation committees and nominate other directors to serve on its audit committee.

 

Code of Ethics

 

The Company has adopted a Code of Ethics and a Code of Business Conduct.

 

EXECUTIVE COMPENSATION

 

Included by reference from Savvy’s Form 10-K for the fiscal year ended September 30, 2012.

 

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 

Certain Relationships and Related Transactions

 

As of December 31, 2012, the Company owed Virginia Sourlis, the Company’s former President, Chairman and majority stockholder, and the owner of the Sourlis Law Firm, $30,233 consisting of advances that Ms. Sourlis made on behalf of the Company in the form of direct payments to certain vendors and accrued legal fees owed to the Sourlis Law Firm. There is no written agreement or other material terms or arrangements relating to the advances that Ms. Sourlis made on behalf of the Company.

 

On November 9, 2012, the Company redeemed an aggregate of 2,700,000 shares of Common Stock of the Company held by Virginia K. Sourlis for $189,000.

 

On February 12, 2013, the Company redeemed an aggregate of 825,000 shares of Common Stock of the Company held by Virginia K. Sourlis for $50,000.

 

On February 22, 2013, the Company redeemed an aggregate of 275,000 shares of Common Stock of the Company held by Virginia K. Sourlis for $25,000.

 

On April 30, 2013, the Company redeemed an aggregate of 1,100,000 shares of Common Stock of the Company held by Virginia K. Sourlis for $41,092.

 

Other than the foregoing, there have been no related-party transactions, or any other transactions or relationships required to be disclosed pursuant to Item 404 of Regulation S-K.

 

Director Independence

 

Our determination of independence of our directors is made using the definition of “independent director” contained under NASDAQ Marketplace Rule 4200(a)(15), even though such definitions do not currently apply to us because we are not listed on NASDAQ. None of the members of our Board of Directors qualify as independent pursuant to this Rule.

 

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LEGAL PROCEEDINGS

 

We are not currently a party to any legal proceedings nor do we have knowledge of any pending or threatened legal claims.

 

 

MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

 

Historically, there has been is a limited market for the Company’s common stock and we do not know if that will continue.

 

Savvy’s common stock was approved for trading on the OTC Bulletin Board on January 6, 2011 under the symbol, “SVYB.” Since then it has only traded sporadically and with only limited and minimal interest by market makers.

 

On May 2, 2013, the OTCBB symbol for the Company’s Common Stock was changed to “PGLO.”

 

The following table reflects the high and low prices of Savvy’s Common Stock during each quarter during the last two fiscal years while Savvy was quoted on the OTCBB. As of September 30, 2012, the Company had six market makers.

 

   High ($)  Low ($) 
2011         
2nd Quarter (March 31, 2011)  $2.00  $2.00 
3rd Quarter (June 30, 2011)  $2.00  $2.00 
4th Quarter (September 30, 2011)  $2.00  $2.00 
2012         
1st Quarter (December 31, 2011)  $2.00  $2.00 
2nd Quarter (March 31, 2012)  $2.00  $2.00 
3rd Quarter (June 30, 2012)  $2.00  $2.00 
4th Quarter (September 30, 2012)  $2.00  $2.00 

 

The Securities and Exchange Commission has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or quotation system.

 

The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of Securities’ laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains such other information and is in such form, including language, type, size and format, as the Securities and Exchange Commission shall require by rule or regulation. The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with: (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a suitably written statement.

 

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These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock if it becomes subject to these penny stock rules. Therefore, if our common stock becomes subject to the penny stock rules, stockholders may have difficulty selling those securities.

 

Stock Transfer Agent

 

VStock Transfer, LLC

77 Spruce Street, Suite 201

Cedarhurst, NY 11516

 

Phone: 212-828-8436

Toll-Free: 855-9VSTOCK

Fax: 646-536-3179

www.VStockTransfer.com

 

Holders

 

As of the date of this filing, there were 34 record holders of 455,155,000 outstanding shares of the Company’s Common Stock, one record holder of 2,250,000 outstanding shares of the Company’s Series A Preferred Stock, one record holder of 100 shares of outstanding the Company’s Series B Preferred Stock and one record holder of 1,800,000 outstanding shares the Company’s Series C Preferred Stock.

 

General

 

As previously reported by Savvy on a Form 8-K filed on April 25, 2013, on April 19, 2013, Savvy amended its Articles of Incorporation with the Secretary of State of Nevada therein increasing its authorized common stock from 100,000,000 to 550,000,000 shares and authorized “blank check” preferred stock from 10,000,000 to 25,000,000 shares.

 

Common Stock

 

Pursuant to our bylaws, our common stock is entitled to one vote per share on all matters submitted to a vote of the stockholders, including the election of directors. Except as otherwise required by law or provided in any resolution adopted by our board of directors with respect to any series of preferred stock, the holders of our common stock possess all voting power. Generally, all matters to be voted on by stockholders must be approved by a majority (or, in the case of election of directors, by a plurality) of the votes entitled to be cast by all shares of our Common Stock that are present in person or represented by proxy, subject to any voting rights granted to holders of any preferred stock. Holders of our Common Stock representing one-percent (1%) of our capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of our stockholders. A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to our Articles of Incorporation. Our Articles of Incorporation do not provide for cumulative voting in the election of directors.

 

Subject to any preferential rights of any outstanding series of preferred stock created by our board of directors from time to time, the holders of shares of our Common Stock will be entitled to such cash dividends as may be declared from time to time by our board of directors from funds available therefore.

 

Subject to any preferential rights of any outstanding series of preferred stock created from time to time by our board of directors, upon liquidation, dissolution or winding up of our company, the holders of shares of our Common Stock will be entitled to receive, on a pro rata basis, all assets of our company available for distribution to such holders.

 

In the event of any merger or consolidation of our company with or into another company in connection with which shares of our Common Stock are converted into or exchangeable for shares of stock, other securities or property (including cash), all holders of our Common Stock will be entitled to receive the same kind and amount of shares of stock and other securities and property (including cash), on a pro rata basis.

 

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Holders of our common stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to our Common Stock.

 

Preferred Stock

 

Our Articles of Incorporation, as amended, authorizes our board of directors to issue up to 25,000,000 shares of preferred stock in one or more designated series, each of which shall be so designated as to distinguish the shares of each series of preferred stock from the shares of all other series and classes. Our board of directors is authorized, without stockholders’ approval, within any limitations prescribed by law and our Articles of Incorporation, to fix and determine the designations, rights, qualifications, preferences, limitations and terms of the shares of any series of preferred stock including but not limited to the following:

 

(a)   the rate of dividend, the time of payment of dividends, whether dividends are cumulative, and the date from which any dividends shall accrue;

 

(b)   whether shares may be redeemed, and, if so, the redemption price and the terms and conditions of redemption;

 

(c)   the amount payable upon shares of preferred stock in the event of voluntary or involuntary liquidation;

 

(d)   sinking fund or other provisions, if any, for the redemption or purchase of shares of preferred stock;

 

(e)   the terms and conditions on which shares of preferred stock may be converted, if the shares of any series are issued with the privilege of conversion;

 

(f)   voting powers, if any, provided that if any of the preferred stock or series thereof shall have voting rights, such preferred stock or series shall vote only on a share for share basis with our Common Stock on any matter, including but not limited to the election of directors, for which such preferred stock or series has such rights; and

 

(g)   subject to the above, such other terms, qualifications, privileges, limitations, options, restrictions, and special or relative rights and preferences, if any, of shares or such series as our board of directors may, at the time so acting, lawfully fix and determine under the laws of the State of Nevada.

 

Series A Convertible Preferred Stock

 

On September 24, 2012, our Board designated 4,500,000 shares of Preferred Stock as “Series A Convertible Preferred Stock” and we filed a Certificate of Designations with the Secretary of State of the State of Nevada therein designating and establish the class of Series A Convertible Preferred Stock. On September 25, 2012, the Company sold 4,500,000 shares of Series A Convertible Preferred Stock to the Selling Stockholders for an aggregate purchase price of $450 under Section 4(2) under the Securities Act.

 

Please see Savvy’s Form 10-K for the fiscal year ended September 30, 2012 for a summary of the Certificate of Designations of the Series A Convertible Preferred Stock.

 

Series B Non- Convertible Preferred Stock

 

On November 8, 2012, our Board designated 100 shares of Preferred Stock as “Series B Non-Convertible Preferred Stock” and we filed a Certificate of Designations with the Secretary of State of the State of Nevada therein designating and establish the class of Series B Non-Convertible Preferred Stock. On November 8, 2012, the Company sold 100 shares of Series B Non-Convertible Preferred Stock to Virginia K. Sourlis for an aggregate purchase price of $10 under Section 4(2) under the Securities Act.

 

As previously reported by Savvy on a Form 8-K filed on February 25, 2013, on February 22, 2013, Brookstone Partners LLC and Virginia Sourlis entered into a Stock Purchase Agreement pursuant to which Brookstone Partners LLC purchased Ms. Sourlis’ 100 shares of Series B Non-Convertible Preferred Stock of Savvy in consideration for $1,000, resulting in a change of control of the Company.

 

Stella Lumawag has voting and dispositive control over Brookstone Partners, LLC.

 

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Please see Savvy’s Form 10-K for the fiscal year ended September 30, 2012 for a summary of the Certificate of Designations of the Series B Non-Convertible Preferred Stock.

 

Series C Convertible Preferred Stock

 

On April 26, 2013, the Company filed a Certificate of Designations with the Secretary of State of Nevada therein designating 5,000,000 shares of the Company’s authorized preferred stock as Series C Preferred Stock, effective April 29, 2013. Each holder of Series C Preferred Stock shall have the right, at such holder’s option, at any time or from time to time from and after the day immediately following the date the Series C Preferred Stock is first issued, to convert each share of Series C Preferred Stock into One (1) fully-paid and non-assessable shares of common stock. Generally, the Series C Preferred Stock shall, with respect to rights on liquidation, winding up and dissolution, rank senior to (i) all classes of common stock and (ii) any class or series of capital stock of the Company hereafter created (unless, with the consent of the holder(s) of Series C Preferred Stock). Except as otherwise provided by the Nevada Business Corporation Act, in the event of any voluntary or involuntary liquidation, dissolution, or winding up of the Company, the holders of shares of the Series C Preferred Stock then outstanding shall be entitled to be paid, out of the assets of the Company available for distribution to its stockholders, whether from capital, surplus or earnings, an amount equal to one dollar ($1.00) per share.

 

The Holders of shares of Series C Convertible Preferred Stock shall not be entitled to receive any dividends except a one-time special dividend of $0.001 per each outstanding share of Series C Convertible Preferred Stock payable by the Company to the Holders thereof no earlier than the thirtieth (30th) day after the date of issuance of the Series C Convertible Preferred Stock to such Holders but no later than the first anniversary date of the date of issuance of the Series C Convertible Preferred Stock to such Holders, subject to the approval of the Holders of the Company’s senior securities and satisfaction of the Nevada Revised Statutes.

 

The holders of the Series C Preferred Stock shall vote only on a share for share basis with our common stock on any matter, including but not limited to, the election of directors, name changes, increases in the authorized common shares and for which such preferred stock or series has such rights and as otherwise provided by the Nevada Revised Statutes. To the extent that under the Nevada Revised Statutes the vote of the of the Series C Preferred Stock, voting separately as a class or series, as applicable, is required to authorize a given action of the Company, the affirmative vote or consent of the holders of at least a majority of the shares of the Series C Preferred Stock represented at a duly held meeting at which a quorum is present or by written consent of a majority of the shares of Series C Preferred Stock (except as otherwise may be required under the Nevada Revised Statutes ) shall constitute the approval of such action by the class. To the extent that under the Nevada Revised Statutes, Holders of the Series C Preferred Stock are entitled to vote on a matter with Holders of Common Stock, voting together as one class, each share of Series C Convertible Preferred Stock shall be entitled to one (1) vote.

 

Dividend Policy

 

We have never paid or declared dividends on our securities. Pursuant to the Certificate of Designation for our Series C Preferred Stock (effective on April 29, 2013), the holders of shares of Series C Preferred Stock are entitled to a one-time special dividend of $0.001 per each outstanding share of Series C Preferred Stock payable by the Company to the holders thereof no earlier than the thirtieth (30th) day after the date of issuance of the Series C Preferred Stock to such holders but no later than the first anniversary date of the date of issuance of the Series C Preferred Stock to such holders, subject to the approval of the holders of the Company’s senior securities and satisfaction of the Nevada Revised Statutes. The payment of cash dividends, if any, in the future is within the discretion of our Board and will depend upon our earnings, our capital requirements, financial condition and other relevant factors. Other than the one-time dividend four our outstanding Series C Preferred Stock, we do not foresee paying any dividends on our outstanding securities; but, rather, to retain any future earnings for use in our business.

 

Share Purchase Warrants

 

We have not issued and do not have outstanding any warrants to purchase shares of our Common Stock.

 

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Options

 

We have not issued and do not have outstanding any options to purchase shares of our Common Stock

 

Convertible Securities

 

Other than the Series A Convertible Preferred Stock and Series C Preferred Stock described above, we have not issued nor are there any outstanding securities convertible into shares of our Common Stock or any rights convertible or exchangeable into shares of our Common Stock.

 

Rule 144

 

Prior to the Share Exchange, Savvy was considered to be a shell company under the Exchange Act. Because Savvy Company was considered a shell company, the securities sold in previous offerings can only be resold through registration under the Securities Act; Section 4(1) of the Securities Act, if available, for non-affiliates; or by meeting the conditions of Rule 144(i) of the Securities Act. There are currently no obligations of the Company to register any common stock under the Securities Act nor are there any shares available for resale under Rule 144(i).

 

Recent Sales of Unregistered Securities

 

On September 25, 2012, we sold 4,500,000 shares of Series A Convertible Preferred Stock for $0.0001 per share generating proceeds of $450.00.

 

On November 8, 2012, we sold 100 shares of Series B Non-Convertible Preferred Stock for an aggregate purchase price of $10.00.

 

On November 8, 2012, the Company sold a five month promissory note in the principal amount of $193,000 bearing interest at the rate of 8% per annum. The Company may prepay the outstanding principal and interest of the promissory note without penalty.

 

On February 12, 2013, the Company sold a promissory note in the principal amount of $50,000 bearing interest at the rate of 8% per annum and maturing on the one year anniversary of the date of issuance. The Company may prepay the outstanding principal and interest of the promissory note without penalty.

 

On February 22, 2013, the Company sold a promissory note in the principal amount of $25,000 bearing interest at the rate of 8% per annum and maturing on the one year anniversary of the date of issuance. The Company may prepay the outstanding principal and interest of the promissory note without penalty.

 

On April 30, 2013, the Company sold a promissory note in the principal amount of $50,000 bearing interest at the rate of 8% per annum and maturing on the one year anniversary of the date of issuance. The Company may prepay the outstanding principal and interest of the promissory note without penalty.

 

The above securities qualified for exemption under Section 4(2) of the Securities Act since the issuance securities by us did not involve a public offering. The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of securities offered. The Company did not undertake an offering in which we sold a high number of securities to a high number of investors. In addition, these stockholders had the necessary investment intent as required by Section 4(2) since they agreed to and received share certificates bearing a legend stating that such securities are restricted pursuant to Rule 144 of the Securities Act. This restriction ensures that these securities would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, the Company has met the requirements to qualify for exemption under Section 4(2) of the Securities Act for this transaction.

 

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On April 29, 2013, the Company issued an aggregate of 1,800,000 shares of Series C Preferred Stock to Brookstone Partners, LLC (“Brookstone”) pursuant to a Share Exchange Agreement, dated April 29, 2013, by and between the Company and Brookstone. Pursuant to the Share Exchange Agreement, Brookstone exchanged an aggregate of 180,000,000 shares of Common Stock held by Brookstone in exchange for the shares of Series C Preferred Stock on a one-for-100 basis. Stella Lumawag is the Managing Member of Brookstone and has voting and dispositive control of the shares held by Brookstone. The Company issued the shares of Series C Preferred Stock to Brookstone under Section 3(a)(9) of the Securities Act of 1933, as amended, due to the fact that (i) the Company is the same issuer of the Common Stock and the Series C Preferred Stock, (ii) no additional consideration was given to Brookstone for the exchange, (iii) Brookstone was an existing security holder of the Company and (iv) the Company did not pay any commission or remuneration for the exchange.

 

Upon the consummation of the Share Exchange, on April 26, 2013, the Company issued an aggregate of 90 million (90,000,000) shares of Common Stock to the stockholders of Pan Asia in consideration for an aggregate of 15,000 shares of common stock of Pan Asia (constituting 100% of the outstanding shares of common stock of Pan Asia). The Company issued such shares of Common Stock pursuant to the exemption under Section 4(2) and Regulation S promulgated under the Securities Act due to the fact that issuance did not involve a public offering of securities and none of the recipients where U.S. Persons under Regulation S.

 

INDEMNIFICATION OF DIRECTORS AND OFFICERS

 

We have agreed to indemnify our officers and directors against lawsuits to the fullest extent of the law.

 

We are a Nevada corporation. Nevada law permits the indemnification of officers and directors against expenses incurred in successfully defending against a claim. Nevada law also authorizes Nevada corporations to indemnify their officers and directors against expenses and liabilities incurred because of their being or having been an officer or director. Our organizational documents provide for this indemnification to the fullest extent permitted by law.

 

We currently do not maintain any insurance coverage. In the event that we are found liable for damage or other losses, we would incur substantial and protracted losses in paying any such claims or judgments. We have not maintained liability insurance in the past, but intend to acquire such coverage immediately upon resources becoming available. There is no guarantee that we can secure such coverage or that any insurance coverage would protect us from any damages or loss claims filed against it.

 

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

 

Upon the consummation of the Share Exchange, on April 26, 2013, the Company issued an aggregate of 90 million (90,000,000) shares of Common Stock of the Company to the stockholders of Pan Asia in consideration for an aggregate of 15,000 shares of common stock of Pan Asia (constituting 100% of the outstanding shares of common stock of Pan Asia). The Company issued such shares of Common Stock pursuant to the exemption under Section 4(2) and Regulation S promulgated under the Securities Act due to the fact that issuance did not involve a public offering of securities and none of the recipients where U.S. Persons under Regulation S.

 

ITEM 4.01 CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANTS

 

Effective as of closing date of the Share Exchange on April 26, 2013, the Company dismissed W. T. Uniack & Co., CPA’s P.C. (“Uniack”) as its independent registered public accounting firm. Uniack had previously been engaged as the principal accountant to audit Savvy’s financial statements and to review its interim financial statements. The reason for the dismissal of Uniack is that, upon the consummation of the Share Exchange, Savvy’s primary business became the business conducted by Pan Asia. It was more practical that Pan Asia’s independent auditors be engaged, going forward.

 

Each of Uniack’s reports on Savvy’s audited financial statements for the past two fiscal years ended September 30, 2011 and 2012 contained an adverse opinion or disclaimer of opinion and was qualified or modified as to uncertainty, audit scope or accounting principles. Each report expressed Uniack’s doubt as to the ability of Savvy to continue as a going concern due to the development stage and financial condition of Savvy.

 

The decision to change the Company’s independent registered public accounting firm was approved by the Company’s board of directors on April 25, 2013.

 

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During Savvy’s two most recent fiscal years and any subsequent interim period preceding such Savvy’s dismissal of Uniack, there were no disagreements between Savvy and Uniack on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to the satisfaction of Uniack, would have caused it to make reference to the matter in connection with Uniack’s reports.

 

The Company made the contents of this Current Report on Form 8-K available to Uniack and requested it to furnish a letter addressed to the SEC as to whether it agrees or disagrees with, or wishes to clarify our expression of our views, or wished to provide any additional information. A copy of Uniack’s letter to the SEC is included as Exhibit 16.1 to this Report.

 

On April 26, 2013, the Company engaged GBH CPAs, PC (“GBH”) as the Company’s new, independent registered public accounting firm. The appointment of GBH was approved by the Company’s board of directors on April 26, 2013. During our two most recent fiscal years and the subsequent interim periods through April 26, 2013, Savvy did not consult GBH regarding either: (i) the application of accounting principles to a specific completed or contemplated transaction, or the type of audit opinion that might be rendered on our financial statements; or (ii) any matter that was the subject of a disagreement as defined in Item 304(a)(1)(iv) of Regulation S-K.

 

ITEM 5.06 CHANGE IN SHELL COMPANY STATUS

 

Upon the consummation of the Share Exchange on April 26, 2013, the Company ceased to be a “shell company,” as that term is defined under Rule 12b-2 of the Exchange Act. The information disclosed under Item 2.01 of this Form 8-K is incorporated by reference herein.

 

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

On April 25, 2013, the Company received the written consent in lieu of a stockholders’ meeting by Brookstone Partners, LLC, the holder of 100 shares (100%) of the outstanding Series B Non-Convertible Preferred Stock (having 80% voting rights of the outstanding voting capital stock of the company), therein approving of the Share Exchange and the transactions contemplated by the Share Exchange Agreement and the Company’s name change to Pan Global, Corp.

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

 

(a) Financial Statements of Business Acquired

 

The Audited Consolidated Financial Statements of Pan Asia as of September 30, 2012 and for the years then ended are included in Exhibit 99.1 to this Report and are incorporated herein by reference.

 

The Unaudited Consolidated Financial Statements of Pan Asia as of December 31, 2012 and for the period then ended are included in Exhibit 99.1 to this Report and are incorporated herein by reference.

 

(b) Pro Forma Financial Information

 

The unaudited pro forma condensed consolidated balance sheet as of December 31, 2012 and the unaudited pro forma condensed consolidated statements of operations for the three months ended December 31, 2012 and for the year ended September 30, 2012 to reflect the acquisition of the business operations of Pan Asia are included in Exhibit 99.1 to this Report and are incorporated herein by reference.

 

(c) Shell Company Transactions

 

Reference is made to Items 9.01(a) and 9.01(b) and the exhibits referred to therein which are incorporated herein by reference.

 

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(d) Exhibits

 

Exhibit No:   Description:
2.1(1)   Stock Exchange Agreement, dated April 24, 2013, between Savvy Business Support, Inc. and Pan Asia Infratech Corp.
3.1(1)   Certificate of Amendment to Articles of Incorporation of Savvy Business Support, Inc., effective April 26, 2013
3.2(1)   Certificate of Designations of Series C Convertible Preferred Stock, effective April 29, 2013
3.3*   Articles of Incorporation of Pan Asia Infratech Corp., effective July 13, 2012
14.1(2)   Code of Ethics
14.2(2)   Code of Business Conduct
16.1*   Letter from W. T. Uniack & Co., CPA’s P.C. dated April 26, 2013
99.1*   Financial Statements required under Form 8-K and Regulation S-X

 

101.INS*   XBRL Instance Document
101.SCH*   XBRL Taxonomy Extension Schema Document
101.CAL*   XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*   XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*   XBRL Taxonomy Extension Label Linkbase Document
101.PRE*   XBRL Taxonomy Extension Presentation Linkbase Document

 

*Filed herewith

 

(1)Filed as an exhibit to the Form 8-K filed on May 1, 2013, and incorporated by reference herein.
(2)Filed as an exhibit to the Registration Statement on Form S-1 (SEC File No.: 333-167130) filed by Savvy Business Support, Inc. on May 27, 2010 and incorporated by reference herein.

 

30
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

    PAN GLOBAL, CORP.
     
Dated: May 2, 2013 By: /s/ BHARAT VASANDANI

Bharat Vasandani

    Chairman of the Board, President, Chief Executive Officer
    and Chief Financial Officer (Principal Executive Officer)
    (Principal Financial and Accounting Officer)

 

31
 

 

 

EX-3.3 2 ex3-3.htm Exhibit 3.3

 

STATE OF NEVADA

 

 

 

 

ROSS MILLER

Secretary of State

 

 

 

SCOTT W. ANDERSON

Deputy Secretary

for Commercial Recordings

 

OFFICE OF THE

SECRETARY OF STATE

 

 

Certified Copy

 

July 13, 2012

 

Job Number: C20120716-0074

Reference Number:

Expedite:

Through Date:

 

The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State’s Office, Commercial Recordings Division listed on the attached report.

 

Document Number(s) Description Number of Pages
20120488392-29 Articles of Incorporation 7 Pages/1 Copies

  

Respectfully,
 
/s/ Ross Miller
ROSS MILLER
Secretary of State
 
 

Certified By: G Ramos

Certificate Number: C20120716-0074

You may verify this certificate

online at http://www.nvsos.gov/

 

Commercial Recording Division

202 N. Carson Street

Carson City, Nevada 89701-4069

Telephone (775) 684-5708

Fax (775) 684-7138

 

 
 

 

 

 
 

 

Articles of Incorporation

 of

PAN ASIA INFRATECH CORP

 

First. The name of the corporation is:

 

PAN ASIA INFRATECH CORP

 

Second. It’s principal office in the state of Nevada is located at 123 W. Nye Lane, Suite 129, Carson City, NV 89706, although this Corporation may maintain an office, or offices, in such other place within or without the state of Nevada as may from time to time be designated by the Board of Directors, or by the by-laws of said Corporation, and that this Corporation may conduct all Corporation business of every kind and nature, including the holding of all meetings of Directors and Stockholders, outside the State of Nevada as well as within the State of Nevada.

 

Third. The objects for which this Corporation is formed are: To engage in any lawful activity, including, but not limited to the following:

 

(A) Shall have such rights, privileges and powers as may be conferred upon corporations by any existing law.

 

(B) May at any time exercise such rights, privileges and powers, when not inconsistent with the purposes and objects for which this corporation is organized.

 

(C) Shall have power to have succession by its corporate name for the period limited in its certificate or articles of incorporation, and when no period is limited, perpetually, or until dissolved and its affairs wound up according to law.

 

(D) Shall have power to sue and be sued in any court of law or equity.

 

(E) Shall have power to make contracts.

 

(F) Shall have power to hold, purchase and convey real and personal estate and mortgage or lease any such real and personal estate with its franchises. The power to hold real and personal estate shall include the power to take the same devise or bequest in the State of Nevada, or any other state, territory or country.

 

 
 

 

(G) Shall have power to appoint such officers and agents as the affairs of the corporation shall require, and to allow them suitable compensation.

 

(H) Shall have power to make by-laws not inconsistent with the constitution of the United States, or of the State of Nevada, for the management, regulation and government of its affairs and property, the transfer of its stock, the transaction of its business, and the calling and holding of meetings of its stockholders.

 

(I) Shall have power to wind up and dissolve itself, or be wound up and dissolved.

 

(J) Shall have power to adopt and use a common seal or stamp on any corporate documents. The corporation may use a seal or stamp, if it desires, but such non-use shall not in any way affect the legality of the document.

 

(K) Shall have power to borrow money and contract debts when necessary for the transaction of its business, or for the exercise of its corporate rights, privileges or franchises, or for any other lawful purpose of its incorporation; to issue bonds, promissory notes, bills of exchange, debentures, and other obligations and evidences of indebtedness, payable upon the happening of a specified event or events, whether secured by mortgage, pledge, or otherwise, or unsecured, for any other lawful object.

 

(L) Shall have power to guarantee, purchase, hold, sell, assign, transfer, mortgage, pledge or otherwise dispose of the shares of the capital stock, or any bonds, securities or evidences of the indebtedness created by any other corporation or corporations of the State of Nevada, or any other state or government, and while owners of such stock, bonds, securities or evidences of indebtedness, to exercise all the rights, powers and privileges of ownership, including the right to vote, if any.

 

(M) Shall have power to purchase, hold, sell and transfer shares of its own capital stock, and use therefore its capital, capital surplus, surplus or other property or fund.

 

 
 

 

(N) Shall have power to conduct business, have one or more offices, and hold, purchase, mortgage and convey real and personal property in the State of Nevada, and in any of the states territories, possessions and dependencies of the Unites States, the District of Columbia, and any foreign countries.

 

(O) Shall have power to do all and everything necessary and proper for the accomplishment of the objects enumerated in its certificate or articles of incorporation, or any amendment thereof, or necessary or incidental to the protection and benefit of the corporation, and, in general, to carry on any lawful business necessary or incidental to the attainment of the objects of the corporation, or any amendment thereof.

 

(P) Shall have the power to make donations for the public welfare or charitable, scientific or educational purposes.

 

(Q) Shall have the power to enter into partnerships, general or limited, or joint ventures, inconnection with any lawful activities.

 

Fourth. The voting common stock authorized that may be issued by the corporation is SEVENTY FIVE THOUSAND (75,000) shares of stock without nominal or par value and no other class of stock shall be authorized. Said shares without nominal or par value may be issued by the corporation from time to time for such considerations as may be fixed from time to time by the Board of Directors.

 

Fifth. The governing body of the corporation shall be known as directors, and the number of directors may from time to time be increased or decreased in such a manner as shall be provided by the By-Laws of this Corporation, providing that the number of directors shall be reduced to no less than one (1). The name and post office address of the first Board of Directors shall be one (1) in number and listed as follows:

 

        NAME   POST OFFICE ADDRESS
Deanna K. Kelly   123 W. Nye Lane, Suite 129
    Carson City, NV 89706

 

Sixth. The capital stock, after the amount of the subscription price, or par value, has been paid in, shall not be subject to assessment to pay the debts of the corporation.

 

 
 

 

Seventh. The name and post office address of the incorporator(s) signing the Articles of Incorporation is as follows:

 

         Name   Post Office Address
Deanna K. Kelly   123 W. Nye Lane, Suite 129
    Carson City, NV 89706

 

Eighth. The registered agent for this corporation shall be:

 

AMERICAN CORPORATE ENTERPRISES, INC.

 

The address of said agent, and, the principal or statutory address of this corporation in the State of Nevada is:

 

123 W. Nye Lane, Suite 129

Carson City, NV 89706

 

Ninth. The corporation is to have perpetual existence

 

Tenth. In furtherance and not in limitation of the powers conferred by statute, the Board of directors is expressly authorized:

 

Subject to the By-Laws, if any adopted by the stockholders, to make, alter or amend the By-Laws of the Corporation.

 

To fix the amount to be reserved as working capital over and above its capital stock paid in; to authorize and cause to be executed, mortgages and liens upon the real and personal property of this corporation.

 

By resolution passed by a majority of the whole Board, to consist of one (1) or more committees, each committee to consist of one or more directors of the corporation, which, to the extent provided in the resolution, or in the By-Laws of the Corporation, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Corporation. Such committee, or committees, shall have such name, or names, as may be stated in the By-Laws of the Corporation, or as may be determined from time to time by resolution adopted by the board of Directors.

 

 
 

 

When and as authorized by the affirmative vote of the Stockholders holding stock entitling them to exercise at least a majority of the voting power given at a Stockholders meeting called for the purpose, or when authorized by written consent of the holders of at least a majority of the voting stock issued and outstanding, the Board of directors shall have power and authority at any meeting to sell, lease or exchange all of the property and assets of the Corporation, including its good will and its corporate franchises, upon such terms and conditions as its Board of Directors deems expedient and for the best interests of the Corporation.

 

Eleventh. No shareholder shall be entitled as a matter of right to subscribe for, or receive additional shares of any class of stock of the Corporation, whether now or hereafter authorized, or any bonds, debentures or securities convertible into stock may be issued or disposed of by the Board of Directors to such persons and on such terms as is in its discretion it shall deem advisable.

 

Twelfth. No director or officer of the Corporation shall be personally liable to the Corporation or any of its stockholders for damages for breach of fiduciary duty as a director or officer involving any act of omission of any such director or officer; provided, however, that the foregoing provision shall not eliminate or limit the liability of a director or officer (i) for acts or omissions which involve intentional misconduct, fraud or a knowing violation of the law, or (ii) the payment of dividends in violation of Section 78.300 of the Nevada Revised Statutes. Any repeal or modification of this Article by the stockholders of the Corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director or officer of the Corporation for acts or omissions prior to such repeal or modification.

 

Thirteenth. This Corporation reserves the right to amend, alter, change, in any manner now or hereafter prescribed by the statute, or by the Articles of Incorporation, and all rights conferred upon Stockholders herein are granted subject to this reservation.

 

 
 

 

I, THE UNDERSIGNED, being the Incorporator Herein before named for the purpose of forming a Corporation pursuant to the General Corporation Law of the State of Nevada, do make and file these Articles of Incorporation, hereby declaring and certifying that the facts herein are true, and accordingly have hereunto set my hand this 13th. day of July, 2012.

 

/s/ Deanna K. Kelly
Deanna K. Kelly

 

American Corporate Enterprises, Inc. does hereby accept as Registered Agent for the previously named Corporation.

 

American Corporate Enterprises, Inc.

 

/s/ Deanna K. Kelly   07/13/12  
By Deanna K. Kelly, Manager   Date  

 

 
 

 

EX-16.1 3 ex16-1.htm Exhibit 16.1

 

Exhibit 16.1

 

April 26, 2013

 

Securities and Exchange Commission

450 Fifth Street, Northwest

Washington, DC 20549

 

Re:   Pan Global, Corp. (f/k/a Savvy Business Support, Inc.)
    Form 8-K – Item 4.01

 

To the Securities and Exchange Commission:

 

We have been provided with a copy of the disclosure Pan Global, Corp., a Nevada corporation formerly known as Savvy Business Support, Inc. (the “Company”), is making in response to Item 304(a) promulgated under Regulation S-K required by Item 4.01 of Form 8-K and have reviewed the same. Please be advised that we agree with the statements made by the Company in response to Item 304(a) under Item 4.01 of the Form 8-K insofar as they pertain to our firm, and hereby consent to the filing of this letter as Exhibit 16.1 to such Form 8-K.

 

Very truly yours,

 

/s/ W. T. Uniack & Co. CPA’s P.C.  
Woodstock, Georgia  

 

 
 

 

EX-99.1 4 ex99-1.htm Exhibit 99.1

 

Exhibit 99.1

 

Pan Asia Infratech Corp.

(A Development Stage Company)

Financial Statements

 

    Index
     
Audited Financial Statements:    
     
Report of Independent Registered Public Accounting Firm   F-2
     
Balance Sheet   F-3
     
Statement of Operations   F-4
     
Statement of Stockholders’ Deficit   F-5
     
Statement of Cash Flows   F-6
     
Notes to the Financial Statements   F-7
     
Interim Financial Statements (Unaudited):    
     
Balance Sheets   F-9
     
Statements of Operations   F-10
     
Statement of Stockholders’ Equity (Deficit)   F-11
     
Statements of Cash Flows   F-12
     
Notes to the Financial Statements   F-13
     
Pro Forma Consolidated Financial Statements (Unaudited):    
     
Balance Sheet   PF-2
     
Statements of Operations   PF-3
     
Notes to the Pro Forma Financial Statements   PF-5

 

F-1
 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and

Stockholders of Pan Asia Infratech Corp.

Carson City, Nevada

 

We have audited the accompanying balance sheet of Pan Asia Infratech Corp. (A Development Stage Company) (the “Company”), as of September 30, 2012, and the related statements of operations, stockholders’ (deficit), and cash flows for the period from July 13, 2012 (inception) to September 30, 2012. The Company’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audit.

 

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Pan Asia Infratech Corp as of September 30, 2012, and the results of its operations and its cash flows for the period from July 13, 2012 (inception) to September 30, 2012 in conformity with accounting principles generally accepted in the United States of America.

 

The accompanying financial statements have been prepared assuming that Pan Asia Infratech Corp will continue as a going concern. As discussed in Note 1 to the financial statements, Pan Asia Infratech Corp has not generated significant revenue since inception and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

/s/ GBH CPAs, PC  
GBH CPAs, PC  
www.gbhcpas.com  
Houston, Texas  
February 11, 2013  

  

F-2
 

 

Pan Asia Infratech Corp.

(A Development Stage Company)

Balance Sheet

 

   September 30, 2012 
     
ASSETS     
      
Total Assets  $ 
      
LIABILITIES AND STOCKHOLDERS’ DEFICIT     
      
Current Liabilities     
      
Due to related party  $1,100 
      
Total Liabilities   1,100 
      
Stockholders’ Deficit     
      
Common Stock      
75,000 shares authorized, without par value; nil shares issued and outstanding    
      
Deficit Accumulated During the Development Stage   (1,100)
Total Stockholders’ Deficit   (1,100)
      
Total Liabilities and Stockholders’ Deficit  $ 

 

The accompanying notes are an integral part of these financial statements.

 

F-3
 

 

Pan Asia Infratech Corp.

(A Development Stage Company)

Statement of Operations

 

   Period from 
   July 13, 2012 
   (Inception) to 
   September 30, 2012 
     
Revenue  $ 
      
Expenses     
General and administrative   1,050 
Professional fees   50 
      
Total Expenses   1,100 
      
Net Loss  $(1,100)
      
Net Loss Per Common Share – Basic and Diluted  $ 
      
Weighted Average Common Shares Outstanding – Basic and Diluted    

 

The accompanying notes are an integral part of these financial statements.

 

F-4
 

 

Pan Asia Infratech Corp.

(A Development Stage Company)

Statement of Stockholders’ Deficit

For the Period from July 13, 2012 (Inception) to September 30, 2012

 

           Deficit     
           Accumulated     
       During the     
   Common Stock   Development     
   Shares   Amount   Stage   Total 
                     
Balance – July 13, 2012 (Inception)      $   $   $ 
                     
Net loss           (1,100)   (1,100)
                     
Balance – September 30, 2012           (1,100)   (1,100)

 

The accompanying notes are an integral part of these financial statements.

 

F-5
 

 

Pan Asia Infratech Corp.

(A Development Stage Company)

Statement of Cash Flows

 

   Period from
July 13, 2012
(Inception) to
September 30, 2012
 
     
Cash Flows from Operating Activities     
      
Net loss  $(1,100)
      
Changes in operating assets and liabilities:     
Due to related party   1,100 
      
Net Cash Used In Operating Activities    
Change in Cash    
Cash - Beginning of Period    
Cash - End of Period  $ 
      
Supplemental disclosures of cash flow information:     
Interest paid  $ 
Income taxes paid  $ 

 

The accompanying notes are an integral part of these financial statements.

 

F-6
 

 

Pan Asia Infratech Corp.

(A Development Stage Company)

Notes to the Financial Statements

September 30, 2012

 

1.   Nature of Operations
     
    Pan Asia Infratech Corp. (the “Company”) was incorporated in the State of Nevada on July 13, 2012. The Company is a Development Stage Company, as defined by Accounting Standards Codification (“ASC”) 915, Development Stage Entities. The Company’s principal business is the development of projects in renewable energy and energy efficiency technology that comprise innovative solutions for basic infrastructure. The Company intends to generate revenue through project consulting and development fees, business advisory services, and project management fees on operations of facilities.
     
    These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has not generated significant revenue since inception and has never paid any dividends and is unlikely to pay dividends or generate significant earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. As of September 30, 2012, the Company has accumulated losses of $1,100 since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
     
2.   Summary of Significant Accounting Policies
     
    a)   Basis of Presentation
         
        These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in US dollars. The Company’s fiscal year-end is September 30.
         
    b)   Use of Estimates
         
        The preparation of financial statements in conformity with US generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
         
    c)   Cash and Cash Equivalents
         
        The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.
         
    d)   Basic and Diluted Earnings (Loss) Per Share (“EPS”)
         
        At September 30, 2012, the Company had no common shares outstanding. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method for options and warrants and the if-converted method for convertible preferred stock. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. The Company had no potentially dilutive securities at September 30, 2012.
         
    e)   Foreign Currency Translation
         
        The Company’s functional and reporting currency is the United States dollar. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Gains and losses arising on settlement of foreign currency denominated transactions or balances are included in the determination of income. Foreign currency transactions are primarily undertaken in Canadian dollars. The Company has not, to the date of these financials statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

 

F-7
 

 

Pan Asia Infratech Corp.

(A Development Stage Company)

Notes to the Financial Statements

September 30, 2012

 

    f)   Income Taxes
     
        The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.
     
    g)   Revenue Recognition
     
        The Company recognizes revenue when persuasive evidence of an arrangement exists, services have been rendered, the sales price is fixed or determinable, and collectability is reasonably assured.
         
    h)   Subsequent Events
         
        The Company evaluated subsequent events through the date these financial statements were issued. There were no material subsequent events that required recognition or additional disclosure in these financial statements.
     
    i)   Recent Accounting Pronouncements
     
        The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
     
3.   Related Party Transactions
     
    At September 30, 2012, the Company was indebted to the Treasurer of the Company for $1,100 for expenses paid on behalf of the Company. The amount is unsecured, non-interest bearing and due on demand.
     
4.   Income Taxes
     
    The Company is subject to United States federal and state income taxes at an approximate rate of 34%. The estimated net operating loss carry forwards of approximately $1,100 at September 30, 2012 begin to expire in 2032. The reconciliation of the provision for income taxes at the United States federal statutory rate compared to the Company’s income tax expense as reported is as follows:

 

   Period from
July 13, 2012
(Inception) to
September 30, 2012
 
     
Net income (loss) before income taxes  $1,100 
      
Income tax (payable) recovery at statutory rate  $374 
      
Valuation allowance change   (374)
      
Provision for income taxes  $ 

 

The significant components of deferred income tax assets and liabilities at September 30, 2012 are as follows:

 

   September 30, 2012 
     
Net operating loss carryforward  $374 
      
Valuation allowance   (374)
      
Net deferred income tax asset  $ 

 

F-8
 

Pan Asia Infratech Corp.

(A Development Stage Company)

Balance Sheets

(Unaudited)

 

   December 31, 2012   September 30, 2012 
         
ASSETS          
           
Current Assets          
           
Cash  $862   $ 
Prepaid expenses   5,500     
           
Total Assets  $6,362   $ 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)          
           
Current Liabilities          
           
Accounts payable and accrued liabilities  $25   $ 
Due to related party   1,100    1,100 
           
Total Liabilities   1,125    1,100 
           
Stockholders’ Equity (Deficit)          
           
Common Stock          
75,000 shares authorized, without par value; 15,000 and 0 shares issued and outstanding, respectively   5,500     
           
Deficit Accumulated During the Development Stage   (263)   (1,100)
Total Stockholders’ Equity (Deficit)   5,237    (1,100)
           
Total Liabilities and Stockholders’ Equity (Deficit)  $6,362   $ 
           

 

The accompanying notes are an integral part of these financial statements.

 

F-9
 

 

Pan Asia Infratech Corp.

(A Development Stage Company)

Statements of Operations

(Unaudited)

 

   For the   Period from 
   Three Months   July 13, 2012 
   Ended   (Inception) to 
   December 31, 2012   December 31, 2012 
         
Revenue  $9,500   $9,500 
           
Expenses          
General and administrative   163    1,213 
Management fees   1,000    1,000 
Professional fees   7,500    7,550 
           
Total Expenses   8,663    9,763 
           
Income (loss) before income tax   837    (263)
           
Income tax expense (benefit)        
           
Net Income (Loss)  $837   $(263)
           
Net Income (Loss) Per Common Share – Basic and Diluted  $0.18      
           
Weighted Average Common Shares Outstanding – Basic and Diluted   4,620      

 

The accompanying notes are an integral part of these financial statements.

 

F-10
 

 

Pan Asia Infratech Corp.

(A Development Stage Company)

Statement of Stockholders’ Equity (Deficit)

For the Period from July 13, 2012 (Inception) to December 31, 2012

(Unaudited)

 

           Deficit     
           Accumulated     
       During the     
   Common Stock   Development     
   Shares   Amount   Stage   Total 
                 
Balance – July 13, 2012 (Inception)      $   $   $ 
                     
Net loss           (1,100)   (1,100)
                     
Balance – September 30, 2012           (1,100)   (1,100)
                     
Common stock issued for cash at $0.10 per share   5,000    500        500 
Common stock issued for cash at $0.50 per share   10,000    5,000        5,000 
Net income           837    837 
                     
Balance – December 31, 2012   15,000   $5,500   $(263)  $5,237 

 

The accompanying notes are an integral part of these financial statements.

 

F-11
 

 

Pan Asia Infratech Corp.

(A Development Stage Company)

Statements of Cash Flows

(Unaudited)

 

   For the
Three Months
Ended
December 31, 2012
   Period from
July 13, 2012
(Inception) to
December 31, 2012
 
         
Cash Flows from Operating Activities          
           
Net income (loss)  $837   $(263)
           
Changes in operating assets and liabilities:          
Accounts payable and accrued liabilities   25    25 
Prepaid expenses   (5,500)   (5,500)
Due to related party       1,100 
           
Net Cash Used In Operating Activities   (4,638)   (4,638)
Cash Flows from Financing Activities          
           
Proceeds from sale of common stock   5,500    5,500 
Net Cash Provided by Financing Activities   5,500    5,500 
Increase in Cash   862    862 
           
Cash - Beginning of Period        
Cash - End of Period  $862   $862 
           
Supplemental disclosures of cash flow information:          
Interest paid  $   $ 
Income taxes paid  $   $ 

 

The accompanying notes are an integral part of these financial statements.

 

F-12
 

  

Pan Asia Infratech Corp.

(A Development Stage Company)

Notes to the Financial Statements

December 31, 2012

(Unaudited)

 

1.Nature of Operations

 

Pan Asia Infratech Corp. (the “Company”) was incorporated in the State of Nevada on July 13, 2012. The Company is a Development Stage Company, as defined by Accounting Standards Codification (“ASC”) 915, Development Stage Entities. The Company’s principal business is the development of projects in renewable energy and energy efficiency technology that comprise innovative solutions for basic infrastructure. The Company intends to generate revenue through project consulting and development fees, business advisory services, and project management fees on operations of facilities.

 

These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has not generated significant revenue since inception and has never paid any dividends and is unlikely to pay dividends or generate significant earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. As of December 31, 2012, the Company has accumulated losses of $263 since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

2.Summary of Significant Accounting Policies

 

a)Basis of Presentation

 

These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in US dollars. The Company’s fiscal year-end is September 30.

 

b)Use of Estimates

 

The preparation of financial statements in conformity with US generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

 

c)Cash and Cash Equivalents

 

The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.

 

d)Basic and Diluted Earnings (Loss) Per Share (“EPS”)

 

Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method for options and warrants and the if-converted method for convertible preferred stock. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.

 

e)Foreign Currency Translation

 

The Company’s functional and reporting currency is the United States dollar. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Gains and losses arising on settlement of foreign currency denominated transactions or balances are included in the determination of income. Foreign currency transactions are primarily undertaken in Canadian dollars. The Company has not, to the date of these financials statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

 

F-13
 

 

Pan Asia Infratech Corp.

(A Development Stage Company)

Notes to the Financial Statements

December 31, 2012

(Unaudited)

 

f)Income Taxes

 

The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

 

g)Revenue Recognition

 

The Company recognizes revenue when persuasive evidence of an arrangement exists, services have been rendered, the sales price is fixed or determinable, and collectability is reasonably assured.

 

h)Subsequent Events

 

The Company evaluated subsequent events through the date these financial statements were issued. There were no material subsequent events that required recognition or additional disclosure in these financial statements.

 

i)Recent Accounting Pronouncements

 

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

 

3.Related Party Transactions

 

At December 31, 2012, the Company was indebted to the Treasurer of the Company for $1,100 (September 30, 2012 - $1,100) for expenses paid on behalf of the Company. The amount is unsecured, non-interest bearing and due on demand.

 

4.Common Stock

 

a)On November 27, 2012, the Company issued 5,000 shares of common stock at $0.10 per share for proceeds of $500.

 

b)On December 7, 2012, the Company issued 10,000 shares of common stock at $0.50 per share for proceeds of $5,000.

 

5.Income Taxes

 

The Company is subject to United States federal and state income taxes at an approximate rate of 34%. The estimated net operating loss carry forwards of approximately $263 at December 31, 2012 begin to expire in 2032. The reconciliation of the provision for income taxes at the United States federal statutory rate compared to the Company’s income tax expense as reported is as follows:

 

   Three Months
Ended
December 31, 2012
   Period from
July 13, 2012
(Inception) to
December 31, 2012
 
         
Net income (loss) before income taxes  $837   $(263)
           
Income tax (expense) benefit at statutory rate  $(285)  $89 
           
Net operating loss carry forward applied   285     
           
Valuation allowance change       (89)
           
Provision for income taxes  $   $ 

 

F-14
 

 

Pan Asia Infratech Corp.

(A Development Stage Company)

Notes to the Financial Statements

December 31, 2012

(Unaudited)

 

The significant components of deferred income tax assets and liabilities at December 31, 2012 and September 30, 2012 are as follows:

 

   December 31, 2012   September 30, 2012 
         
Net operating loss carryforward  $89   $374 
           
Valuation allowance   (89)   (374)
           
Net deferred income tax asset  $   $ 

 

6.Subsequent Event

 

On April 26, 2013, Pan Global, Corp. (formerly Savvy Business Support, Inc.) (“Pan Global”) acquired all of the issued and outstanding shares of with Pan Asia Infratech Corp. (“Pan Asia”) in consideration for 90,000,000 shares of Pan Global’s common stock.

 

F-15
 

 

Pan Global, Corp.

(formerly Savvy Business Support, Inc.)

Pro Forma Consolidated Financial Statements

(Expressed in US dollars)

(Unaudited)

 

On April 26, 2013, Pan Global, Corp. (formerly Savvy Business Support, Inc.) (“Pan Global”) acquired all of the issued and outstanding shares of with Pan Asia Infratech Corp. (“Pan Asia”) in consideration for 90,000,000 shares of Pan Global’s common stock. This transaction was considered a combination of entities under common control due to Brookstone Partners, LLC controlling both companies.

 

Pro Forma Consolidated Balance Sheet as of December 31, 2012   PF - 2
     
Pro Forma Consolidated Statement of Operations for the Three Months Ended December 31, 2012   PF - 3
     
Pro Forma Consolidated Statement of Operations for the Year Ended September 30, 2012   PF - 4
     
Notes to the Pro Forma Consolidated Financial Statements   PF - 5

 

PF - 1
 

 

Pan Global, Corp.

(formerly Savvy Business Support, Inc.)

Pro Forma Consolidated Balance Sheet

As of December 31, 2012

(Expressed in US dollars)

(Unaudited)

  

    Pan Global     Pan Asia     Pro Forma        
    As of     As of     Adjustments     Pro Forma  
    December 31, 2012     December 31, 2012     (Note 2)     Total  
    $     $     $     $  
                         
ASSETS                              
                               
Current assets                              
Cash           862           862  
Prepaid expenses           5,500           5,500  
                               
Total assets           6,362           6,362  
                               
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)                              
                               
Current liabilities                              
                               
Accounts payable and accrued liabilities     7,594       25           7,619  
Due to related party     30,233       1,100           31,333  
Note payable     193,000                 193,000  
                               
Total liabilities     230,827       1,125           231,952  
                               
Shareholders’ equity (deficit)                              
                               
Series A convertible preferred stock     450                 450  
                               
Series B non-convertible preferred stock     10                 10  
                               
Series C convertible preferred stock                      
                               
Common stock     235       5,500 (a)     9,000     9,235  
                (a)     (5,500 )      
                               
Additional paid-in capital (deficit)     (178,736 )     (a)     (3,500 )   (182,236
                               
Deficit accumulated during the development stage     (52,786 )     (263 )         (53,049
                               
Total stockholders’ equity (deficit)     (230,827 )     5,237           (225,590
                               
Total liabilities and stockholders’ equity (deficit)           6,362           6,362  

 

PF - 2
 

 

Pan Global, Corp.

(formerly Savvy Business Support, Inc.)

Pro Forma Consolidated Statement of Operations

For the Three Months Ended December 31, 2012

(Expressed in US dollars)

(Unaudited)

 

   Pan Global
Three Months
Ended
   Pan Asia
Three Months
Ended
   Pro Forma
Adjustments
   Pro Forma 
   December 31, 2012
$
   December 31, 2012
$
   (Note 2)
$
   Total
$
 
                 
Revenue       9,500        9,500 
                     
Operating Expenses                    
                     
General and administrative   4,455    163        4,618 
Management fees       1,000        1,000 
Professional fees       7,500        7,500 
                     
Total expenses   (4,455)   (8,663)       (13,118)
                     
Income (loss) before other income   (4,455)   837        (3,618)
                     
Other Expense                    
                     
Interest expense   (2,359)           (2,359) 
                     
Total other expense   (2,359)            (2,359) 
                     
Net (loss) income   (6,814)   837        (5,977)
                     
Basic and diluted loss per common share  $(0.00)            $(0.00)
                     
Weighted average common shares outstanding   4,462,642         90,000,000    94,462,642 

 

PF - 3
 

 

Pan Global, Corp.

(formerly Savvy Business Support, Inc.)

Pro Forma Consolidated Statement of Operations

For the Year Ended September 30, 2012

(Expressed in US dollars)

(Unaudited)

 

   Pan Global
Year
Ended
   Pan Asia
Period from
July 13, 2012
(Inception) to
   Pro Forma
Adjustments
   Pro Forma 
   September 30, 2012
$
   September 30, 2012
$
   (Note 2)
$
   Total
$
 
                 
Revenue                
                     
Operating Expenses                    
                     
General and administrative   18,717    1,050        19,767 
Professional fees       50        50 
                     
Total expenses   (18,717)   (1,100)       (19,817)
                     
Net loss   (18,717)   (1,100)       (19,817)
                     
Basic and diluted loss per common share  $(0.00)            $(0.00)
                     
Weighted average common shares outstanding   5,055,000         19,726,026    24,781,026 

 

PF - 4
 

 

Pan Global, Corp.

(formerly Savvy Business Support, Inc.)

Notes to Pro Forma Consolidated Financial Statements

(Expressed in US dollars)

(Unaudited)

 

1.Basis of Presentation

 

On April 26, 2013, Pan Global, Corp. (formerly Savvy Business Support, Inc.) (“Pan Global”) acquired all of the issued and outstanding shares of common stock of Pan Asia Infratech Corp. (“Pan Asia”) in exchange for the issuance by Pan Global to the shareholders of Pan Asia of an aggregate of 90,000,000 shares of common stock.

 

On the date of acquisition, Brookstone Partners LLC controlled both Pan Global and Pas Asia. As a result, the stock exchange was treated as a combination of entities under common control.

 

These unaudited pro forma consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP) and are expressed in US dollars. These pro forma financial statements do not contain all of the information required for annual financial statements. Accordingly, they should be read in conjunction with the most recent annual and interim financial statements of Pan Global and Pan Asia.

 

These pro forma financial statements have been compiled from and include:

 

(a)an unaudited pro forma consolidated balance sheet combining the unaudited interim balance sheet of Pan Global as of December 31, 2012, with the unaudited interim balance sheet of Pan Asia as of December 31, 2012, giving effect to the transaction as if it occurred on October 1, 2012.

 

(b)an unaudited pro forma consolidated statement of operations combining the unaudited interim statement of operations of Pan Global for the three months ended December 31, 2012, with the unaudited interim statement of operations of Pan Asia for the three months ended December 31, 2012, giving effect to the transaction as if it occurred on October 1, 2012.

 

(c)an unaudited pro forma consolidated statement of operations combining the audited statement of operations of Pan Global for the year ended September 30, 2012, with the audited statement of operations of Pan Asia for the period from July 13, 2012 (Inception), to December 31, 2012, giving effect to the transaction as if it occurred on July 13, 2012.

 

The unaudited pro forma financial statements have been compiled using the significant accounting policies as set out in the audited financial statements of Pan Global for the year ended September 30, 2012. Based on the review of the accounting policies of Pan Asia, it is Pan Global management’s opinion that there are no material accounting differences between the accounting policies of Pan Global and Pan Asia. The unaudited pro forma financial statements should be read in conjunction with the historical financial statements and notes thereto of Pan Global.

 

It is management’s opinion that these pro forma financial statements include all adjustments necessary for the fair presentation, in all material respects, of the proposed transaction described above in accordance with US GAAP applied on a basis consistent with Pan Global’s accounting policies. No adjustments have been made to reflect potential cost savings that may occur subsequent to completion of the transaction.

 

The unaudited pro forma financial statements are not intended to reflect the results of operations or the financial position of Pan Global which would have actually resulted had the proposed transaction been effected on the dates indicated. Further, the unaudited pro forma financial information is not necessarily indicative of the results of operations that may be obtained in the future. The pro forma adjustments and allocations of the purchase price for Pan Asia are based in part on provisional estimates of the fair value of the assets acquired and liabilities assumed. Any final adjustments may change the allocation of purchase price which could affect the fair value assigned to the assets and liabilities and could result in a change to the unaudited pro forma consolidated financial statements.

 

2.Pro Forma Assumptions and Adjustments

 

The unaudited pro forma financial statements incorporate the following pro forma assumptions and adjustments:

 

(a)In connection with the closing of the Stock Exchange Agreement, Pan Global agreed to acquire all of the issued and outstanding common shares of Pan Asia from the shareholders of Pan Asia in exchange for the issuance by Pan Global to the shareholders of Pan Asia of an aggregate of 90,000,000 shares of common stock.

 

PF - 5
 

 

3.Pro Forma Common Stock

 

Pro forma common stock as of December 31, 2012, has been determined as follows:

 

   Number
of shares
   Par value
$
   Additional
paid-in
capital
(deficit)
$
 
             
Issued shares of common stock of Pan Global, December 31, 2012   2,355,000    235    (178,736)
Issued shares of common stock of Pan Asia, December 31, 2012   15,000    5,500     
Shares of common stock issued pursuant to Stock Exchange Agreement   90,000,000    9,000    (3,500)
Share capital of Pan Asia eliminated on merger   (15,000)   (5,500)    
                
Pro forma balance   92,355,000    9,235    (182,236)

 

4.Pro Forma Loss Per Share

 

Pro forma basic and diluted loss per share for the three months ended December 31, 2012, and for the year ended September 30, 2012, has been calculated based on the weighted average number of shares of common stock issued during the respective periods plus all shares of common stock issuances relating to the Stock Exchange Agreement. The shares of common stock have been treated as issued on October 1, 2012, and October 1, 2011, respectively.

 

   Three Months
Ended
December 31, 2012
   Year
Ended
September 30, 2012
 
         
Basic pro forma loss per share computation          
           
Numerator:          
Pro forma net loss available to shareholders  $(5,977)  $(19,817)
           
Denominator:          
Weighted average Pan Global common shares outstanding   4,462,642    5,055,000 
Total common shares issued pursuant to stock exchange agreement   90,000,000    19,726,026 
Pro forma weighted average common shares outstanding   94,462,642    24,781,026 
           
Basic and diluted pro forma loss per share  $(0.00)  $(0.00)

 

PF - 6
 

 

 

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