SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant (X)
Filed by a Party other than the Registrant ( )
Check the appropriate box:
( ) Preliminary Proxy Statement
( ) Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
(X) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material under Section 240.14a-12
PARA MAS INTERNET, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
(X) No fee required
( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Proposed maximum aggregate value of transaction:
4) Total fee paid:
( ) Fee paid previously with preliminary materials.
( ) Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
2)
PARA MAS INTERNET, INC.
711 Poplar Street
Coquitlam, British Columbia, Canada V3J 3K9
October 28, 2003
Dear Shareholder:
You are cordially invited to attend a special meeting of shareholders of Para
Mas Internet, Inc., which will be held at 10616 Eagle Nest Street, Las Vegas,
Nevada on November 8, 2003 at 9:00 a.m. Pacific Time.
Details of the business to be conducted at the special meeting are given in the
attached Notice of Special Meeting of Shareholders and Proxy Statement.
Whether or not you attend the annual meeting, it is important that your shares
be represented and voted at the meeting. Therefore, I urge you to sign, date,
and promptly return the enclosed proxy. If you decide to attend the special
meeting and vote in person, you will of course have that opportunity.
On behalf of the board of directors, I would like to express our appreciation
for your continued interest in the affairs of Para Mas Internet, Inc.
Very truly yours,
THE BOARD OF DIRECTORS
PARA MAS INTERNET, INC.
711 Poplar Street
Coquitlam, British Columbia, Canada V3J 3K9
Telephone (604) 936-1797
____________________________________________________
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
___________________________________________________
TO THE SHAREHOLDERS OF PARA MAS INTERNET, INC.
A special meeting of the shareholders of Para Mas Internet, Inc. will be held at
the offices of legal counsel of the Company at 10616 Eagle Nest Street, Las
Vegas, NV 89141 on November 8, 2003 at 9:00 a.m. Pacific Time, for the
following purposes:
1. To vote upon a proposal to amend the articles of incorporation to
increase the number of common shares the Company is authorized to issue to
500,000,000 common shares.
Shareholders of record at the close of business on October 16, 2003 are entitled
to notice of and to vote at the meeting. The Company's proxy statement
accompanies this notice.
All shareholders are invited to attend the meeting in person.
BY ORDER OF THE BOARD OF DIRECTORS,
Coquitlam, British Columbia, Canada
October 28, 2003
IMPORTANT
WHETHER OR NOT YOU EXPECT TO ATTEND IN PERSON, WE URGE YOU TO SIGN, DATE, AND
RETURN THE ENCLOSED PROXY AT YOUR EARLIEST CONVENIENCE. THIS WILL ENSURE THE
PRESENCE OF A QUORUM AT THE MEETING. PROMPTLY SIGNING, DATING, AND RETURNING THE
PROXY WILL SAVE THE COMPANY THE EXPENSE AND EXTRA WORK OF ADDITIONAL
SOLICITATION. SENDING IN YOUR PROXY WILL NOT PREVENT YOU FROM VOTING YOUR STOCK
AT THE MEETING IF YOU DESIRE TO DO SO, AS YOUR PROXY IS REVOCABLE AT YOUR
OPTION.
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PARA MAS INTERNET, INC.
711 Poplar Street
Coquitlam, British Columbia, Canada V3J 3K9
Telephone (604) 936-1797
________________________________________________
PROXY STATEMENT
________________________________________________
FOR THE SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 8, 2003
NO PERSONS HAVE BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROXY STATEMENT IN CONNECTION
WITH THE SOLICITATION OF PROXIES MADE HEREBY, AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY PARA MAS INTERNET, INC. OR ANY OTHER PERSON.
MATTERS TO BE CONSIDERED
This Proxy Statement is furnished in connection with the solicitation of proxies
by the Board of Directors of Para Mas Internet, Inc. (the "Company") for use at
the special meeting of the shareholders of the Company, or any adjournments
thereof. The meeting will be held at the offices of the legal counsel to the
Company at 10616 Eagle Nest Street, Las Vegas, NV 89141, on November 8, 2003 at
9:00 am. Pacific Time, to approve an amendment to the articles of
incorporation..
The above matter requires for its approval the affirmative vote of a majority of
the shares of the Company issued and outstanding on the record date.
This proxy statement and the enclosed form of proxy are first being mailed to
shareholders on or about October 28, 2003.
RECORD DATE; SOLICITATION OF PROXIES
The board of directors of Para Mas Internet, Inc. has fixed the close of
business on October 16, 2003 as the record date for the determination of
shareholders entitled to notice of and to vote at the special meeting. At the
record date, there were approximately 48,294,395 shares of common stock issued,
outstanding, and entitled to vote at the meeting. Holders of common stock are
entitled to one vote at the meeting for each share of common stock held of
record on the record date. There are no separate voting groups or separate
series of stock.
In addition to the solicitation of proxies by the board of directors through use
of the mails, proxies may also be solicited by Para Mas Internet, Inc. and its
directors, officers and employees (who will receive no additional compensation
therefor) by telephone, telegram, facsimile transmission or other electronic
communication, and/or by personal interview. Para Mas Internet, Inc. will
reimburse banks, brokerage houses, custodians and other fiduciaries who hold
shares of common stock in their name or custody, or
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in the name of nominees for
others, for their out-of-pocket expenses incurred in forwarding copies of the
proxy materials to those persons for whom they hold such shares. Para Mas
Internet, Inc. will bear the costs of the annual meeting and of soliciting
proxies therefor, including the cost of printing and mailing this proxy
statement and related materials. Para Mas Internet, Inc. has spent approximately
$1,500 in legal and other expenses in the preparation of this proxy statement
and other expenses connected with the solicitation of security holders. It is
anticipated that Para Mas Internet, Inc. will spend an additional $300 in
solicitation of security holders before the meeting is held.
Any questions or requests for assistance regarding Para Mas Internet, Inc.'s
proxies and related materials may be directed in writing to Gary R. Henrie,
legal counsel to the meeting at 10616 Eagle Nest Street, Las Vegas, NV 89141..
VOTE REQUIRED AND VOTING
Approval of the amendments to the articles of incorporation requires the
affirmative at the meeting of a majority of all common shares issued and
outstanding.
You can vote by either attending the meeting in person or by filling out and
sending in your proxy. Shares of common stock that are represented by properly
executed proxies, unless such proxies shall have previously been properly
revoked (as provided herein), will be voted in accordance with the instructions
indicated in such proxies. If no contrary instructions are indicated, such
shares will be voted FOR the named nominees for the board of directors
identified herein. Shares represented by proxies that have voted against the
propositions presented at the meeting cannot be used to postpone or adjourn the
meeting in order to solicit more votes for the proposition.
Brokers who hold shares in a street name have the authority to vote when they
have not received instructions from the beneficial owners. Brokers who do not
receive instructions, but who are present in person or by proxy at the meeting
will be counted as present for quorum purposes.
OTHER MATTERS
It is not expected that any matters other than those referred to in this proxy
statement will be brought before the meeting. If other matters are properly
presented, however, the persons named as proxy appointees will vote in
accordance with their best judgment on such matters. The grant of a proxy also
will confer discretionary authority on the persons named as proxy appointees to
vote in accordance with their best judgment on matters incident to the conduct
of the meeting.
REVOCATION OF PROXY
Any shareholder may revoke his, her or its proxy (other than an irrevocable
proxy coupled with an interest) at any time before it is voted, by: (1) filing
with the corporate secretary of Para Mas Internet, Inc. an instrument revoking
the proxy; (2) returning a duly executed proxy bearing a later date; or (3)
attending the meeting and voting in person. Attendance at the meeting will not
by itself constitute revocation of a proxy.
SHAREHOLDERS ARE URGED TO READ AND CAREFULLY CONSIDER THE INFORMATION PRESENTED
IN THIS PROXY STATEMENT, AND SHAREHOLDERS ARE
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URGED TO COMPLETE, DATE, SIGN AND
PROMPTLY RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING PREPAID ENVELOPE.
PROPOSAL
AMENDMENT TO THE ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF COMMON
SHARES THE CORPORATION IS ENTITLED TO ISSUE TO 500,000,000 COMMON SHARES
REASON FOR THE INCREASE IN AUTHORIZED COMMON SHARES
The Company has entered into an Agreement of Plan and Tender Offer ("Agreement")
which provides for a tender offer for 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. If the Company is successful in
its tender offer, Amerigroup, Inc. will become a wholly owned subsidiary of the
Company. 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.
In order to accomplish the tender offer, it is necessary for the Company to
reverse split its current issued and outstanding common stock on a one for ten
basis and then issue 10,000,000 post split shares in settlement of certain
rights in which the Company has an interest. The Company will then issue shares
in exchange for the shares of Amerigroup, Inc. on a share for share basis. If
the Company is successful in acquiring 100% of the issued and outstanding shares
of Amerigroup, Inc., then after the completion of the tender offer, the current
shareholders of Amerigroup will hold approximately 95% of the issued and
outstanding common shares of the Company. It is necessary to increase the
authorized common shares of the Company to have sufficient shares available to
complete the tender offer.
The Board has approved the proposed amendment to the articles of incorporation.
The Company will file a certificate of amendment to the articles of
incorporation increasing the authorized capital.
THE BOARD RECOMMENDS A VOTE IN FAVOR OF THE AMENDMENT TO THE ARTICLES OF
INCORPORATION.
FUTURE STOCKHOLDER PROPOSALS
It is anticipated that the release date for Para Mas Internet, Inc.'s proxy
statement and form of proxy for its next annual meeting of shareholders will be
June 27, 2004. The deadline for submittals of shareholder proposals to be
included in that proxy statement and form of proxy is 120 days prior to that
date. The date after which a notice of a shareholder proposal submitted
independent of Para Mas Internet, Inc.'s proxy statement and form of proxy is
considered untimely is 45 days prior to June 27, 2004.
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BENEFICIAL STOCK OWNERSHIP
The following table provides the names and addresses of each person known to us
to own more than 5% of our outstanding common stock as of August1, 2001, and by
the officers and directors, individually and as a group. Except as otherwise
indicated, all shares are owned directly.
Name and address Amount of Percent
Title of class of beneficial owner beneficial ownership of class
- -------------- ------------------- --------------------- ---------
Common Stock Don McFadyen 7,413,007 shares 15.3%
Director, CEO
Secretary/treasurer
711 Poplar Street
Coquitlam, B.C. V3J 3K9
Common Stock Mary Wiens 5,434,006 shares(1) 11.3%
Director
#2003-10082-148th Street
Surrey, B.C. V3R 0S3
Common Stock Murray McFadyen 5,332,007 shares(1) 11.0%
#2003-10082-148th Street
Surrey, B.C. V3R 0S3
Common Stock Spear Leeds & Kellogg 4,166,700 shares 8.6%
120 Broadway
New York, NY 10271
Common Stock Cede & Co 12,040,209 shares 24.9%
P.O. Box 20 Bowling
Green Station
New York, NY 10274
Common Stock Montel R. Hill 6,944,940 shares 14.4%
6315 Nodding Night Court
Columbia, MD 21044
Common Stock All Officers and 18,179,020 shares (2) 37.6%
Directors as a Group
that consists of two
people
(1) Mary Wiens and Murray McFadyen are husband and wife making each of them the
beneficial owner of shares held by the other Accordingly, Mary Wiens and Murray
McFadyen each beneficially hold 10,766,013 common shares or 22.3% of the
outstanding shares of Para Mas. Also, 3,944,007 of the shares represented as
being held by Murray McFadyen and 3,944,006 of the shares represented as being
held by Mary Wiens are legally held by Destination T.B.G. Development &
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Marketing Corp ("Destination T.B.G."), a corporation in which Murray McFadyen
and Mary Wiens each have a 50% ownership interest. Destination T.B.G. holds
16.3% of the issued and outstanding common shares of Para Mas.
(2) This figure includes the shares held by Murray McFadyen, since Mary Wiens,
a director of the Para Mas is the beneficial owner of those shares.
AUDIT FEES
----------
Para Mas Internet, Inc. has been billed by Russell Bedford Stefanou
Mirchandani LLP $ 20,000 for professional services relating to the audit of its
financial statements for the most recent three fiscal years and for the reviews
of its quarterly financial statements during that same time.
WHERE YOU CAN FIND MORE INFORMATION
Para Mas Internet, Inc. is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended. Para Mas Internet, Inc. files
reports, proxy statements and other information with the SEC. You may read and
copy these reports, proxy statements and other information at the SEC's Public
Reference Section at 450 Fifth Street, N.W., Washington, D.C. 20549. You may
obtain information on the operation of the Public Reference Room by calling the
SEC at 1-800-SEC-0330. The SEC also maintains an Internet website, located at
www.sec.gov, that contains reports, proxy statements and other information
regarding companies and individuals that file electronically with the SEC.
PLEASE SIGN, DATE AND RETURN THE ACCOMPANYING PROXY AT YOUR EARLIEST
CONVENIENCE, WHETHER OR NOT YOU CURRENTLY PLAN TO ATTEND THE MEETING.
BY ORDER OF THE BOARD OF DIRECTORS
_______________________________
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PARA MAS INTERNET, INC.
PROXY
SPECIAL MEETING OF SHAREHOLDERS
NOVEMBER 8, 2003
PROXY
The undersigned appoints Don McFadyen of Para Mas Internet, Inc. with full power
of substitution, the attorney and proxy of the undersigned, to attend the annual
meeting of shareholders of Para Mas Internet, Inc., to be held November 8, 2003,
beginning at 9:00 a.m., Pacific Time, at 10616 Eagle Nest Street, Las Vegas, NV
89141, and at any adjournment thereof, and to vote the stock the undersigned
would be entitled to vote if personally present, on all matters set forth in the
Proxy Statement sent to Shareholders, a copy of which has been received by the
undersigned, as follows:
Please mark your votes as indicated [X] Total Number of Shares Held:
______________
This proxy when properly signed will be voted in the manner directed herein by
the undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR THE PROPOSAL.
1. To approve the amendment to the articles of incorporation to increase the
number of authorized common shares to 500,000,000..
FOR Amended Articles NOT FOR Amended Articles
[_] [_]
In his discretion, the proxy is authorized to vote upon such other business as
may properly come before the meeting.
IMPORTANT - PLEASE SIGN AND RETURN PROMPTLY. When joint tenants hold shares,
both should sign. When signing as attorney, executor, administrator, trustee, or
guardian, please give full title as such. If a corporation, please sign in full
corporate name by President or other authorized officer. If a partnership,
please sign in partnership name by an authorized person. Please sign exactly as
your name appears on your stock certificate(s).
Signature(s) Dated: ________________, 2003
___________________________ ___________________________
PLEASE SIGN AND RETURN THIS PROXY PRIOR TO NOVEMBER 8, 2003.