PANAMERSA CORPORATION (PNMS)
FINANCIAL STATEMENTS
March 31, 2007 and December 31, 2006
PANAMERSA CORPORATION (PNMS)
Balance Sheets
(Unaudited)
December 31, March 31,
2006 2007
ASSETS
CURRENT ASSETS
Cash on hand $19,888,475 $ 19,668,591
Prepaid expenses 5,600 5,600
Accounts receivable 179,600 2,104,662
Total Current Assets 20,073,675 21,778,853
FIXED ASSETS, net - 0
OTHER ASSETS
Investment – Corobici Wildlife 1,437,000 1,437,000
Investment – Corporacion Financiera Ebiz 1,000,000 1,000,000
Investment – Panamersa Latin America, SA 5,416,667 5,416,667
Investment – Pan America Sociedad 50,000,000 50,000,000
Investment – Desimplex 0 5,400,000
Investment – Petrobonds Venezuela 29,400,000 29,400,000
Deposit in Escrow for Future Acquisitions 0 35,000,000
Intangible assets, net 0 0
Total Other Assets 87,253,667 92,653,667
TOTAL ASSETS $107,327,342 $149,432,520
PANAMERSA CORPORATION (PNMS)
Balance Sheets
(Unaudited)
December 31, March 31,
2006 2007
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 8,375 $ 8,375
Notes Payable 0
Other Payables 0 0
Total Current Liabilities 8,375 8,375
LONG-TERM DEBT
Due to Desimplex 0 5,390,000
Total Long-term Debt 0 5,390,000
TOTAL LIABILITIES 8,375 5,398,375
STOCKHOLDERS’ EQUITY (DEFICIT)
Common stock: $0.001 par value,
10,000,000,000 shares authorized;
7,629,010,600 and 5,629,010,600 shares
issued and outstanding 80,341,950 80,341,950
Retained Earnings / (Deficit) (420,389) 26,977,017
Current Income / (Deficit) 27,397,406 36,715,178
Total Stockholders’ Equity (Deficit) 107,318,967 144,034,145
TOTAL LIABILITIES AND STOCKHOLDERS’
EQUITY (DEFICIT) $107,327,342 $149,432,520
PANAMERSA CORPORATION (PNMS)
Statements of Operations
(Unaudited)
For the Year For the Period ended ended
December 31, March 31, 2006 2007
REVENUES
Sales $19,330,693 $ 525,500
Income from Subsidiaries
Corporation Financiera Ebiz 53,500 104,662
Pan America Sociedad 0 20,540,200
Panamersa Latin America, SA 27,083,334 16,250,001
Total Revenue $46,467,527 $ 37,420,363
Cost of sales 18,717,430 509,735
Gross Margin 27,750,097 36,910,628
EXPENSES
General & Administrative 352,691 195,450
Total Expenses 352,691 195,450
Operating Income 27,397,406 36,715,178
Income taxes 0 0
NET INCOME (LOSS) $ 27,397,406 $ 36,715,178
NET INCOME (LOSS) PER SHARE
(for 12 months and 3 months) $ 0.0036 $ 0.0065
WEIGHTED AVERAGE SHARES
OUTSTANDING 7,629,010,600 5,629,010,600
PANAMERSA CORPORATION (PNMS)
Statements of Stockholders’ Equity
(Unaudited)
Common Stock Common Stock Retained Earnings
Shares Amount (Deficit)
Balance at December 31, 2002 9,900,390 $ 0 $ (337,500)
Net loss from operations
December 31, 2003 - (50,000)
Balance at December 31, 2003 9,900,390 $ 0 (387,500)
Net loss from operations
December 31, 2004 - - (50,000)
Balance at December 31, 2004 9,900,390 $ 0 (437,500)
Common stock issued for
debt 10,000,000 10,000 -
1000 to 1 reverse split (19,880,490) -
Common stock issued for
debt 27,000,000 135,000 -
Common stock issued for
subsidiaries 100,000,000 47,690 -
50 to 1 forward split 6,223,990,700 - -
Common stock issued for
debt 1,278,000,000 230,000 -
Net income from operations
December 31, 2005 - - 17,111
Balance,
at December 31, 2005 7,629,010,600 $ 422,690 $ (420,389)
PANAMERSA CORPORATION (PNMS)
Statements of Stockholders’ Equity (Continued)
(Unaudited)
Common Stock Common Stock Retained Earnings
Shares Amount (Deficit)
Balance
at December 31, 2005 7,629,010,600 $ 422,690 $ (420,389)
Net income from operations
March 31, 2006 179,355
Sale of Subsidiary (2,000,000,000) (2,080,740)
Net income from operations
June 30, 2006 141,064
Issued to Fundacion Paypro 2,000,000,000 2,000,000
Net income from operations
September 30, 2006 - - 3,642,556
Sale of Stock through
Fundacion Paypro 80,000,000
Net income from operations
December 31, 2006 - __ - 23,434,431
Balance,
at December 31, 2006 7,629,010,600 $ 80,341,950 $ 26,977,017
Shares turned into Company
as treasury shares by CEO (2,000,000,000)
Net income from operations
March 31, 2007 - __ - 36,715,178
Balance,
at March 31, 2007 5,629,010,600 $ 80,341,950 $ 63,692,195
PANAMERSA CORPORATION (PNMS)
Statements of Cash Flows
(Unaudited)
For the Year ended For the Year ended
December 31, March 31, 2006 2007
OPERATING ACTIVITIES
Net Income / (Loss) $ 27,397,406 $ 36,715,178
Adjustments to reconcile net loss
to net cash used by operating activities:
Changes in operating assets and liabilities:
(Increase) in accounts receivable 137,490 (1,925,062)
Increase in accounts payable
and accrued expenses (133,096) 0
Net Cash from Operating Activities 27,401,800 34,790,116
INVESTING ACTIVITIES
Investment – Corobici Wildlife ( 1,437,000) 0
Investment – Ebiz ( 1,000,000) 0
Investment – Panamersa LatAm ( 5,416,667) 0
Investment – Pan America Sociedad (50,000,000) 0
Investment – Desimplex 0 ( 5,400,000)
Investment – Petrobonds (29,400,000) 0
Deposit in Escrow for Future Acquisitions 0 (35,000,000)
Net Cash Used in Investing Activities (87,078,217) (40,400,000)
FINANCING ACTIVITIES
Receipt of Stock from sale of Subsidiary ( 2,080,740) 0
Note payable – purchase of Desimplex 0 5,400,000
Payments on Note payable 0 ( 10,000)
Issue shares to Fundacion 2,000,000 0
Share of sale of stock through Fundacion 80,000,000 0
Proceeds from notes payable (519,264) 0
Net Cash from Financing Activities 79,399,996 5,390,000
Increase in Cash 19,723,579 ( 219,884)
Cash at Beginning of Year 164,896 19,888,475
Cash at End of Year $19,888,475 $19,668,591
PANAMERSA CORPORATION (PNMS)
Statements of Cash Flows
(Unaudited)
SUPPLEMENTAL CASH FLOW INFORMATION
Cash Paid For:
Interest $ - $ -
Income taxes - -
PANAMERSA CORPORATION (PNMS)
Notes to the Financial Statements
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Organization
PANAMERSA CORPORATION, (formerly known as Pay Pro, Inc.) (the Company) was incorporated under the laws of the State of Nevada on October 16, 1988.
PANAMERSA Corporation (Pink Sheets:PNMS) is a holding company for a group of business enterprises which promotes the commercial integration of Latin America into the economic development of the Western Hemisphere. The Company is engaged in global e-commerce and e-biz solutions offering interactive e-commerce and e-biz programs in addition to a range of goods and services online including: prepaid Debit cards; e-commerce merchant accounts; life insurance policies, gold transactions; telephony services, text messaging, VoIP, MicroForests properties, real estate investment participations, fixed and variable income real estate properties in Costa Rica and Panama, offshore financial services, asset management and protection; travel services, leisure, business, health, relocation services, and digital marketing services.
b. Accounting Method
The Company’s financial statements are prepared using the accrual basis of accounting.
c. Income Taxes
The Company has accumulated net operating loss carryovers of approximately $420,389. The estimated tax benefit of the net operating loss carryovers of $147,000 has been offset by a valuation allowance in full.
d. Unaudited Financial Statements
The accompanying financial statements are prepared without audit. They include all of the adjustments which in the opinion of management are necessary for a fair presentation in accordance with Generally Accepted Accounting Principles in the United States of America.
e. Use of Estimates
The preparation financial statements in accordance with generally accepted accounting principles requires the use of estimates. Actual results may vary from those estimates.
Notes to the Financial Statements (Continued)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Cash and Cash Equivalents
For purposes of financial statement presentation, the Company considers all highly liquid investments with a maturity of three months or less, from the date of purchase, to be cash equivalents.
Accounts Receivable
The Company’s accounts receivable are net of the allowance for doubtful accounts.
Fixed Assets
The Company is depreciating its office equipment over the estimated useful life of 5 years.
Intangible Assets
The Company’s intangible assets are amortized over the estimated useful lives of 5 to 10 years. The intangible assets are made up of the cost of licenses and websites purchased by the Company.
NOTE 2- RELATED PARTY TRANSACTIONS-NOTES PAYABLE
The Company has received short term loans of operating funds. The notes are unsecured, non-interest bearing and due upon demand.
NOTE 3 – SIGNIFICANT TRANSACTIONS
The majority shareholders of the Company’s common stock approved a reverse split of its common stock on a 1,000 shares for 1 share basis, effective June 1, 2005. The financial statements do reflect the reverse stock split.
On June 26, 2005 the Company acquired ChexCard Corporation and PayPro Card Corporation, two providers of debit banking cards. The companies were acquired for 100,000,000 shares of the Company’s previously authorized but unissued common stock.
Notes to the Financial Statements (Continued)
The majority shareholders of the Company’s common stock approved a forward split of its common stock on a 50 shares for 1 share basis, effective July 15, 2005. The financial statements do reflect the forward stock split.
On April 1, 2006, the Company sold ChexCard Corporation, a provider of debit banking cards. As part of the transaction, certain notes payable and other assets were also retired. As compensation, the Company received 2,000,000,000 shares of the Company’s previously issued stock, and the stock is being held by the Company.
On September 10, 2006, PayPro Latin America, S.A., a partially owned subsidiary of the Company, entered into a transaction marketing micro forests. As the micro forests are sold, PayPro Latin America will earn Commission Income, part of which will be allocated to Panamersa Corporation and identified as Income from Subsidiaries on the Statement of Operations. The amount earned and recognized in the current year is $ 27,083,334.
On September 30, 2006, the Company issued 2,000,000,000 shares of restricted stock to Fundacion PayPro.
On November 6, 2006, Fundacion Panamersa announced the sale of 2 billion restricted shares of Panamersa Corporation in PDRs at $0.04. Panamersa Latin America, S.A. became the beneficiary of the Fundacion Panamersa Panama by receiving $80,000,000 from the sale of those PDR’s. Of these funds, $50,000,000 were placed as a deposit for the proposed purchase of a new company which was announced in January 2007 (see Note 4). The remainder of the funds were retained in the Company for working capital.
On January 5, 2007, the CEO of the Company returned 2 billion shares of common stock to the Company’s treasury. This is shown on the financial statements as a reduction of shares issued and outstanding.
On March 16, 2007, the Board of Directors announced that the total authorized shares of the Company would be reduced by 4 billion shares, from 10 billion shares to 6 billion shares. As of the date of these financial statements, the Company is in the process of completing this reduction.
Notes to the Financial Statements (Continued)
NOTE 4 – NEW INVESTMENTS
On October 6, 2006, the Company purchased 100% of the stock of Corporacion Financiera Ebiz (Panama), a financial institution with assets of more than $5 million USD. The purchase price was $1,000,000.
On November 30, 2006, the Company announced the acquisition of the Corbici Wildlife Refuge in Costa Rica. The purchase was made as part of the Panamersa MicroForest program. The purchase price was $1,437,000.
Effective January 17, 2007, Pan America Sociedad Anonima (MMVII) PANAMERSA, a Panamanian Corporation, became the operating unit for all PANAMERSA legal entities, united in the common goal of promoting for profit the commercial integration of Latin America into the economic development of Pan America (the Western Hemisphere) and the rest of the world, while protecting our Forests, Flora, Fauna & Water resources. As part of this reorganization, the Company acquired 30% of Pan America Sociedad Anonima (MMVII) PANAMERSA for $50,000,000, which amount had previously been held in escrow for this reorganization.
In January 2007, The Company purchased a series of Petrobonds Venezuela through the Fundacion Panamersa Panama at preferred discount rates. These bonds mature at various dates beginning in 2009. The purchase price was $29,400,000, which had been held in escrow in the Fundacion for this transaction.
On February 12, 2007, the Company announced the formation of a joint venture with Desimplex, a corporation with headquarters in Panama. Desimplex products are based on high-quality technology, customization of processes for the client, and the best practices for solutions in software engineering. Growth is anticipated to move into five continents with two released product versions per year and a new product line every year for the first five years of growth. As part of the joint venture, the Company has purchased 20% of the common stock of Desimplex, payable over three years. The Company also has an option to purchase an additional 29% at a price to be determined later.
Notes to the Financial Statements (Continued)
NOTE 5 – CERTIFICATION
I, Mike Terrell, President of Panamersa Corporation, hereby certifies that the unaudited consolidated financial statements herewith, fairly present, in all material respects the financial position, results of operations and cash flow as at and for the quarter ended March 31, 2007, in conformity with accounting principles generally accepted in the United States, consistently applied.
Dated May 15, 2007 Panamersa Corporation
___________________________
Mike Terrell, President
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