SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2002
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to ____________
Commission File No. 000-30645
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PARA MAS INTERNET, INC.
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(Exact name of Registrant as specified in its charter)
NEVADA 59-3383240
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
711 POPLAR STREET
COQUITLAM, BRITISH COLUMBIA, CANADA V3J 3K9
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (604) 936-1797
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Check whether the issuer
(1) filed all reports required to be filed by Section 13 or 15(d) of the
Exchange Act during the past 12 months (or for such shorter period that the
registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
Yes ( X ) No ( ).
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the last practicable date.
Class Outstanding as of October 10, 2003
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$0.001 par value Common Stock 48,294,395
Transitional Small Business Disclosure Format (check one): Yes [ ] No [ X ]
PART 1 - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The accompanying unaudited financial statements have been prepared in accordance
with the instructions to Form 10-QSB and Item 310 (b) of Regulation S-B, and,
therefore, do not include all information and footnotes necessary for a complete
presentation of financial position, results of operations, cash flows, and
stockholders' equity in conformity with generally accepted accounting
principles. In the opinion of management, all adjustments considered necessary
for a fair presentation of the results of operations and financial position have
been included and all such adjustments are of a normal recurring nature.
Operating results for the six months ended December 31, 2002 are not
necessarily indicative of the results that can be expected for the year ending
June 30, 2003.
Financial Statements (Unaudited)
Condensed Balance Sheet:
December 31, 2002
Condensed Statements of Losses:
Three Months Ended December 31, 2002 and 2001
Six Months Ended December 31, 2002 and 2001
Condensed Statements of Cash Flows:
Six Months Ended December 31, 2002 and 2001
Notes to Unaudited Condensed Financial
Information: December 31, 2002
PARA MAS INTERNET, INC.
CONDENSED BALANCE SHEET
(Unaudited)
December 31, 2002
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ASSETS
Current Assets: . . . . . . . . . . . . . . . . . . . . . . . . $ -
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$ -
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LIABILITIES AND DEFICIENCY IN STOCKHOLDERS' EQUITY
Current Liabilities:
Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . $ 4,795
Notes payable. . . . . . . . . . . . . . . . . . . . . . . . . . 15,000
Preferred stock dividends payable. . . . . . . . . . . . . . . . 18,900
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Total current liabilities . . . . . . . . . . . . . . . . 38,695
DEFICIENCY IN STOCKHOLDERS' EQUITY
Preferred Stock; authorized 10,000,000 shares; 60,000 shares issued 60,000
Common stock, par value, $.001 per share, 100,000,000
Shares authorized; 48,294,395 shares issued . . . . . . . . . . . . . 48,295
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . 1,820,032
Accumulated Deficit. . . . . . . . . . . . . . . . . . . . . . . . . (1,967,695)
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Total Deficiency in Stockholders' Equity. . . . . . . . . . . . . . (38,695)
$ -
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See accompanying footnotes to the unaudited condensed financial
information
PARA MAS INTERNET, INC.
CONDENSED STATEMENTS OF LOSSES
(UNAUDITED)
Three Months Ended December Six Months Ended December
31, 31,
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2002 2001 2002 2001
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Costs and Expenses:
Equity-based compensation. . . . . . . . . . . . . $ - $ - $ - $ 293,750
Consulting fees. . . . . . . . . . . . . . . . . . - - - 125,000
Interest . . . . . . . . . . . . . . . . . . . . . 263 263 789 526
------------ ------------ ------------ ------------
Total Operating Expense. . . . . . . . . . . . . . 263 263 789 419,276
Loss from Operations . . . . . . . . . . . . . . . (263) (263) (789) (419,276)
Provision for Income Tax . . . . . . . . . . . . . - - - -
------------ ------------ ------------ ------------
Net Loss . . . . . . . . . . . . . . . . . . . . . (263) (263) (789) (419,276)
Preferred Stock Dividends (Note B) . . . . . . . . 1,050 1,050 2,100 2,100
------------ ------------ ------------ ------------
Net Loss Available to Common Shareholders. . . . . $ (1,313) $ (1,313) $ (2,889) $ (421,376)
============ ============ ============ ============
Loss per Share Basic and Diluted . . . . . . . . . $ (.00) $ (.00) $ (.00) $ (.01)
============ ============ ============ ============
Basic and diluted Weighted average
Number of Shares Outstanding. 48,294,395 47,599,820 48,294,395 48,038,891
============ ============ ============ ============
See accompanying footnotes to the unaudited condensed financial information
PARA MAS INTERNET, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six Months Ended December 31,
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2002 2001
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INCREASE (DECREASE) IN CASH AND EQUIVALENTS
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss from operations . . . . . . . . . . . . . . . . . . . . . . . . $ (789) $ (419,276)
Adjustments to reconcile net loss from development stage
operations to cash used for operating activities
Common stock options issued in exchange for services rendered. . . . . . - 293,750
Increase (decrease) in:
Accrued expenses, net . . . . . . . . . . . . . . . . . . . . . . . . . . 789 526
- ----------- -------
NET CASH USED IN OPERATING ACTIVITIES . . . . . . . . . . . . . . . . . . - (125,000)
CASH FLOWS FROM INVESTING ACTIVITIES: . . . . . . . . . . . . . . . . . . - -
CASH FLOWS FROM FINANCING ACTIVITIES: . . . . . . . . . . . . . . . . . . - -
Proceeds from issuance of common stock, net . . . . . . . . . . . . . . . - 125,000
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CASH FLOWS FROM FINANCING ACTIVITIES: . . . . . . . . . . . . . . . . . . - 125,000
NET (DECREASE) INCREASE IN CASH AND EQUIVALENTS . . . . . . . . . . . . . - -
Cash and cash equivalents at the beginning of the period. . . . . . . . . - -
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Cash and cash equivalents at the end of the period. . . . . . . . . . . . $ - $ -
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SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for interest. . . . . . . . . . . . . . . . . $ - $ -
Income taxes paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . - -
Non-cash transactions:
Common stock issued for services rendered . . . . . . . . . . . . . . . . - 293,750
- -
Preferred Stock Dividends Payable . . . . . . . . . . . . . . . . . . . . - 2,100
See accompanying footnotes to the unaudited condensed financial information
PARA MAS INTERNET, INC.
NOTES TO CONDENSED FINANCIAL INFORMATION
DECEMBER 31, 2002
(UNAUDITED)
NOTE A - SUMMARY OF ACCOUNTING POLICIES
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General
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The accompanying unaudited condensed financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States of America for interim financial information and with the
instructions to Form 10-QSB. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements.
In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Accordingly, the results from operations for the six-month period ended December
31, 2002, are not necessarily indicative of the results that may be expected
for the year ended June 30, 2003. The unaudited condensed consolidated financial
statements should be read in conjunction with the June 30, 2002 financial
statements and footnotes thereto included in the Company's SEC Form 10-KSB.
Basis of Presentation
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Para Mas Internet, Inc. ("Company" or "Para Mas") was incorporated under the
laws of the State of Nevada on June 6, 1994 as U.S. Medical Management, Inc., a
wholly owned subsidiary of Waterloo Wheels, Inc. The Company is inactive with
no significant operations and is seeking to merge or acquire in interest in
business opportunities. Waterloo Wheels, Inc. was incorporated on June 2, 1986
under the laws of British Columbia. In June 1995, the shareholders of Waterloo
Wheels, Inc. exchanged all their outstanding stock for shares of the Company on
a share for share basis. In June 1995, the Company completed a merger with Ken
Venturi Golf Training Center, Inc. Effective with the merger, all previously
outstanding common stock of Ken Venturi Golf Center, Inc. was exchanged for
4,000,000 shares of the Company's common stock. Immediately following the
merger, the Company changed its name to Ken Venturi Golf, Inc.
In November 1997, the Company changed its name to Transcontinental Waste,
Industries. In April 1999, the Company changed its name to Financial Depot
Online, Inc. In August 1999 the Company changed its name to Para Mas Internet,
Inc.
The Company has generated no sales revenues, has incurred expenses and has
sustained losses. Consequently, its operations are subject to all the risks
inherent in the establishment of a new business enterprise. For the period from
inception through December 31, 2002 the Company has an accumulated deficit of $
1,967,022.
Reclassification
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Certain reclassifications have been made to conform to prior periods' data to
the current presentation. These reclassifications had no effect on reported
losses.
NOTE B-CAPITAL STOCK
In July, 2001 the Company granted 4,166,667 options to acquire the Company's
common stock in lieu of cash compensation for services performed. The amount of
the expense charged to operations in connection with granting the options was $
293,750 during period ended December 31, 2001. In July 2001, the Company
issued a total of 4,166,667 shares of common stock in exchange for exercised
options with an exercise price of $.03 per share
PARA MAS INTERNET, INC.
NOTES TO CONDENSED FINANCIAL INFORMATION
DECEMBER 31, 2002
(UNAUDITED)
NOTE C - SUBSEQUENT EVENT
Subsequent to the date of the financial statements, the Company entered into an
Agreement of Plan and Tender Offer ("Agreement") which provides for a tender
offer of 100% of the issued and outstanding shares of Amerigroup, Inc., a
company formed under the laws of the state of Nevada, in which the Company will
issue one share of its common stock for each share of Amerigroup, Inc. common
stock tendered. The Company will also issue approximately 10,042,105 shares of
its common stock to IBG shareholders and IBG creditors in exchange for releases
of claims against IBG.
Subsequent to the date of the financial statements, the Company entered into an
Agreement and Release ("Release") with the holder of the Company's $15,000 note
payable, together with accrued and unpaid interest in exchange for 60,000
shares of the Company's restricted common stock.
Subsequent to the date of the financial statements, the Company entered into a
Share Exchange Agreement ("Exchange") with the holder of 60,000 shares of the
Company's preferred stock in exchange for 240,000 shares of the Company's
restricted common stock.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
Our plan of operations for the next twelve months is to continue to look for a
business or product that has potential for profit which the Company can acquire.
The Company has no cash or liquid assets and has been unable to meet its
expenses. The Company has been unable to maintain its periodic filings with
Securities and Exchange Commissions. The Company, however, has now made
arrangements to bring its filings with the Securities and Exchange Commission
current. It believes that if it can be current on its filings with the
Securities and Exchange Commission, the Company will be more attractive as a
merger candidate for an operating business.
The Company hopes to become a viable business through the process of
acquisitions or an acquisition. Unless it can accomplish this, the Company does
not have good prospects of obtaining the resources necessary to continue as a
business entity. Absent the acquisition of an operating business, the Company
will have to obtain cash through borrowing or through the sale of equity capital
if it is to continue. At the present time the Company has limited possibilities
of raising funds through either of these methods. The Company has no plans at
the present time to acquire plant or equipment or to hire employees.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company is experiencing
difficulty in generating sufficient cash flow to meet its obligations and
sustain its operations, which raises substantial doubt about its ability to
continue as a going concern. The financial statements do not include any
adjustments that might result form the outcome of this uncertainty.
The Company has entered into an Agreement of Plan and Tender Offer ("Agreement")
which provides for a tender offer of 100% of the issued and outstanding shares
of Amerigroup, Inc., a company formed under the laws of the state of Nevada, in
which the Company will issue one share of its common stock for each share of
Amerigroup, Inc. common stock tendered. The Company will also issue
approximately 10,042,105 shares of its common stock in exchange for a release of
certain rights in which the Company has an interest. The Agreement is subject
to certain conditions that must be met before the tender offer can go
forward. Amerigroup, Inc. is an issuer of retail discount cards to
entertainment venues and for other retail purposes. Amerigroup also is
engaged in other related business enterprises.
The independent auditors report on the Company's June 30, 2002 financial
statements states that the Company's inability to generate sufficient cash
flows from operations raise substantial doubts about the Company's ability to
continue as a going concern.
FORWARD-LOOKING STATEMENTS
Many statements made in this report are forward-looking statements that are not
based on historical facts. Because these forward-looking statements involve
risks and uncertainties, there are important factors that could cause actual
results to differ materially from those expressed or implied by these
forward-looking statements. The forward-looking statements made in this report
relate only to events as of the date on which the statements are made.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
During the three month period covered by this report, the Company had no
legal proceedings filed against it.
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(A) EXHIBITS
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99.1 Certification by CEO and CFO pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
(B) REPORTS ON FORM 8-K
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None
SIGNATURES
In accordance with 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.
PARA MAS INTERNET, INC.
Date: October 15, 2003
By: /s/ Don McFadyen
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Don McFadyen
Chief Executive Officer
Principal Accounting Officer
and Chief Financial Officer
CERTIFICATION PURSUANT TO RULE 13a-14 OR 15d-14 OF THE
SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Don McFadyen, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Para Mas Internet,
Inc. (the Registrant);
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14) for the registrant and
have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to me by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report my conclusions about the
effectiveness of the disclosure controls and procedures based on my
evaluation as of the Evaluation Date;
5. I have disclosed, based on my most recent evaluation, to the registrant's
auditors and the audit committee of registrant's board of directors (or
persons performing the equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and
6. I have indicated in this quarterly report whether there were significant
changes in internal controls or in other factors that could significantly
affect internal controls subsequent to the date of my most recent evaluation,
including any corrective actions with regard to significant deficiencies and
material weaknesses.
Dated: October 15, 2003
/s/ Don McFadyen
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Don McFadyen
Principal Executive Officer
Principal Financial Officer