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
November 1st, 2000
Date of Report
(Date of Earliest Event Reported)
PARA MAS INTERNET, INC.
(Exact Name of Registrant as Specified in its Charter)
7 East Redwood Street, 5th Floor, Baltimore MD, 21202.
(Address of principal executive offices)
(410)-779-1006
Registrant's telephone number
Nevada 59-3383240
(State of Incorporation) (IRS Employer Identification No.)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
(a) Pursuant to a Share Purchase Agreement (the "Agreement") dated as of
November 1st, 2000 between International Bible Games Inc. (CFUN) and
TransGlobal Financial, the majority shareholder of Para Mas Internet, Inc., a
Nevada corporation (PMII or the "Company"), CFUN purchased 30,000,000 of the
44,127,570 outstanding common shares (68%) of PMII.
The Agreement was adopted by the unanimous consent of the Board of Directors
of CFUN on November 1st, 2000.
Prior to the effectiveness of the Agreement, PMII had an aggregate
of 44,127,571 shares of common stock issued.
The previous officers of PMII, pursuant to the agreement with CFUN, have
resigned and new officers and directors have been appointed. (See
"Management")
A copy of the Agreement is filed as an exhibit to this Form 8-K and is
incorporated in its entirety herein. The foregoing description is modified by
such reference.
(b) The following table contains information regarding the shareholdings
of PMII's current directors and executive officers and those persons or
entities who beneficially own more than 5% of its common stock (giving effect
to the exercise of the warrants held by each such person or entity):
Amount of Percent of
Common Stock Common Stock
Beneficially Beneficially
Name Owned Owned
International Bible 30,000,000 68%
Games, Inc.
(7 East Redwood Street, 5th
Floor, Baltimore MD 21202)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On November 1st, 2000, CFUN acquired 68% of the issued and outstanding
common stock of Para Mas Internet, Inc., a Nevada company, through a Purchase
Agreement.
OUR HISTORY
International Bible Games Inc. (Can) was originally incorporated on April 11,
1997 under the laws of British Columbia. On November 24, 1997, International
and D.T.G. Marketing Inc. (DTO), a company under common control, amalgamated
to form a new company, also named International Bible Games Inc. International
Bible Games Inc. is also known as CFUN and Business Services. (CFUN)
BUSINESS
A. MISSION STATEMENT
"To be dominant in alternative interactive on-line services, entertainment, web
brands and e-commerce throughout the worldwide Christian marketplace."
CFun & Business Services Corp.("the Company") is an entertainment and business
service's holding company whose purpose is to develop, source and distribute
Christian and family oriented products and services that fill the entertain-
ment and business services void in the worldwide Christian marketplace. The
Company has two primary lines of business, an interactive ISP, CFun Network
("CFUNNET") and a business services unit, Cbusiness Services Network
("CFUNBIZ).
CFUNNET represents a roll up of International Bible Games, a development stage
Canadian company focused on the development and distribution of Bible games.
In addition to its proprietary game development, International Bible Games
desires to be the top Christian ISP. CFUNNET is divided into three product
groups, Internet Service, Bible games (i.e. board, CD and video) and toys
(e.g. game action figures like David & Goliath) designed for consumer
entertainment and Christian education. The Company's Internet service channel
content will include but not be limited to games, comedy, music, fashion,
movies, devotion, travel, shopping, news, chat, health, weather, education
(i.e. search engine) and fun events.
CFUNNET will distribute its products and services through a worldwide network
of churches, Christian organizations and the Christian media (e.g. print,
radio, TV) and the Internet. The Company is currently designing and building
its web portal. The CFUNNET web portal will be launched in the second quarter
of 2001.
CFUNBIZ develops and operates branded business services that operate across
multiple services and platforms. Its business services are divided into three
major product groups, including financial services, professional services and
affinity products. The core focus of CFUNBIZ is stewardship.
Financial services' brands include American Church Funding, a real estate and
equipment financing business and Parable Investment Strategies, an investment
management and advisory service. Professional services' brands include H&R
Auditing and H&R Consulting, professional services firms specializing in
providing technical services to churches.
CFUNBIZ is building an affinity program designed to save America's churches
significant costs on major and routine purchases, and generate charitable
support through rebating. Through the affinity program CFUNBIZ will distribute
local and long distance, web hosting, courier services, energy, office
products, travel services, vehicle financing, life insurance, annuities,
lodging, property insurance, furniture, computers, automobiles, construction
materials and printing services.
CFUNBIZ' affinity products and services will be packaged through a unique
affinity card, "Talent Card TM11 . The "Talent" represents a form of currency
associated with a Parable of Jesus that emphasized the importance of
stewardship. The Talent Card TM will be utilized to facilitate all of the
above purchases exclusively through an 800 number and the CFUNNET web portal.
Central to the Company's business strategy for its ISP and affinity products
and services are strategic alliances and technology. The Company has formed
"Pure Synergy Strategic Partners", a pivotal strategic alliance with Winstar
Communications, SEI Investments, Lincoln National Life Insurance, PSI Net and
the National Parable Project. Additional alliance partnerships are currently
being negotiated with unique web content providers and select Fortune 500
business service providers.
In essence, the Company plans to develop a "Dream Team" of strategic partners
that are capable of supplying the quality content and products that the
Christian consumer demands by utilizing the Company's private labels and
proprietary systems.
The Company's current business objectives are to:
(1) Obtain $5 million of capital to complete the development of its Web portal,
(ii) design and produce marketing collateral for distribution of the
Company's services to churches, and (iii) provide working capital for
general uses.
(2) Complete negotiations with strategic web content and Fortune 500 product
and service supply companies.
(3) Recruit other key personnel and staff.
(4) Implement secondary market strategies for expansion into other countries.
B. DOMESTIC CHRISTIAN MARKET
The Christian market in North America is a growing and dynamic market.
Statistics compiled by private and special interest groups show the Christian
membership growing by 1% annually for the past ten years. Individual
membership expenditures on Church products and services have also been
increasing. Sectors within the Christian market, such as books and music, have
been growing significantly, indicating a strong demand for Christian products.
There are over one hundred thousand independent (i.e. not controlled by a
denominational hierarchy) churches in the United States. Although some
companies have begun to focus on this market,the Church market remains largely
under-served.
The Company's target B2B market is independent Protestant churches represent-
ing varying denominations and faiths whose aggregate membership exceeds 75
million people and whose annual purchases of vehicles, energy, telephone
services, insurance, travel services, office supplies, office and musical
equipment, lodging and entertainment, building supplies and furniture exceed
$25 billion annually.
These churches represent the primary independent churches and are a fragmented
market where the typical church is controlled by a local pastor or board of
trustees. Economies of scale virtually do not exist, creating a major
opportunity for the Company.
The Christian consumer market for the Company's ISP, games, toys and array of
affinity products and services exceed $ 5 billion annually. Affinity programs
that leverage church attendee's purchasing power and provide support to the
church do not exist in any material respect and there is a significant void of
quality games and toys tailored to the Christian market.
There are two companies currently on the Internet that compete with the
Company in select individual services. One is a public company, Crosswalk.com
(Nasdaq symbol AMEN) that is a membership life style oriented web site started
in 1997 that reportedly has over one million members and the other is a
private company, FamilyClick.com that is a web content and ISP venture that
was launched in October 1999. Neither company has the product diversity or
integrated (i.e. B2B and consumer) business model of the Company. Further, as
of the end of March 2000, Crosswalk.com was burning through cash at a rate
that would place it in a precarious financial condition by December 31,2000.
America Online, Microsoft and other ISP's also represent competition for the
Company's online service provider. However, these companies do not focus their
marketing on the Christian niche.
There are also a few Christian game makers that compete with the Company's
game products. However, the quality of their games is grossly inferior and
their focus is more on religious education than fun.
Competition in the Company's markets is slim. The Company's competitive
advantage over its few Christian competitors is its product diversity,
controlling relationships and strategic approach. Its advantage over the AOL
and Microsoft type ISP's is its family focus, private labels, controlling
relationships and tailored web content. Its disadvantages as compared to AOL
and Microsoft are the lack of comparable financial and people resources and
the lack of brand awareness.
C. INTERNATIONAL CHRISTIAN MARKET
The international market for the Company's products and services encompass
Germany, the United Kingdom, Australia, Canada, Japan, Spain, France, South
Korea, India, South Africa, China, Italy, Mexico, Philippines, Argentina and
Brazil.
Spanish, German, and Japanese account for more than 50% of Non-English
language usage on the Internet. Spanish accounts for 20.5% of the Non-English
users. CFUN's web-portal and its existing game products will be available in
Spanish within the first year of the initial launch.
D. INTERNET MARKET OVERVIEW
The Internet revolution has shocked even the most aggressive number crunchers
in the industry. Internet connectivity has found its way into homes and
offices three (3) times faster than personal computer market growth. The total
number of Internet users is expected to exceed 100 million during the year
2000. Additionally, Internet advertising spending is expected to reach the
area of $5.1 billion by the close of the year 2000.
Searches of the word "Christian" reveal over 7.1 million web pages on the
Internet. The vast majority of these web pages focus exclusively on ministry
or spiritual content and produces minimal web traffic.
There are no dominant companies on the Internet that focus on Christian
entertainment and business services, creating an opportunistic entry for the
Company.
E. MARKETING STRATEGIES
CFUNNET'S proprietary marketing strategy is a direct, high impact/low cost
methodology that will drive the Company's sales, and is designed to:
(1) Build a predevelopment subscriber base of a minimum of one hundred
thousand customers and maximum of one million customers through a group
of high profile churches and clergy who all are a part of the National
Parable Project, a proprietary promotional and advisory network formed
by the Company. The National Parable Project is discussed in greater
detail later in this document. The National Parable Project will also
be used to build the Company's post development subscriber base.
(2) Create immediate consumer awareness of the Company and demand for its
products through media (i.e. cable television, print, radio and
Internet) endorsements by prominent clergy, Christian athletes and
entertainers. Separate Internet strategies will be employed for each
major product group.
(3) Grow quickly through the acquisition of select competitors and unique
content providers. There are an array of acquisition targets that
combined provide the Company access to over two million members or
unique subscribers/patrons.
(4) Exploit the synergistic opportunities of providing web hosting, ISP,
affinity products and virtual support to the over 7 million Christian
Web page owners through an array of electronic advertising and business
promotions.
(5) Promote the Company's products and services to the members of its
corporate patrons through, direct mail, telemarketing, church program
inserts, ISP features, video/CD presentations and a magazine/catalogue
hybrid known as a "magalogue" that will be published and distributed
quarterly.
F. BUSINESS STRATEGIES
The Company has developed key business strategies that will propel its
integral operating units forward and set it apart from its competition. These
proprietary strategies leverage the Company's superior market knowledge and
deep industry experience to deliver value added products that will set a new
standard in customer satisfaction and enhance the Company's profitability.
G. MANUFACTURING
Manufacturing of all of the Company's major product groups will be out-sourced
to full turnkey operations. The strategic partners that the Company has
selected for the manufacturing of its products are all experienced Tier 1
companies in their respective industries.
The primary initial distribution channels will consist of large churches and
church associations, Christian and Family Cable TV, the ISP and Internet, and
strategic corporate partners. Secondary distribution channels will include
Christian bookstores and inhouse church bookstores.
PROPERTY
The Company currently leases an office. The address is 7 East Redwood Street,
5th Floor, Baltimore MD, 21202. Tele:(410)-779-1006. Fax: (410) 625-2832. The
Company signed a 7 year lease on July 1st of 1999 for 8,309.00 a month. The
lease is set to expire on June 30th, 2006.
LITIGATION
A Shareholder and consultant to the Company has claimed an additional $60,000
in consulting and management fees, and a one quarter share of the common
shares allotted to the pricnipals and founders of the Company. Management has
stated that the consulting and management fees have not been substantiated and
that the performance criteria for the common share allotment was never
established. Management intends to vigorously defend any claim for the
additional consulting and management fees and the claim on the share of
principal and founders shares.
MARKET FOR PARA MAS'S SECURITIES
Para Mas's common stock is traded on the OTC Bulletin Board operated by
Nasdaq, under the symbol PMII. Up to now, there has not been an active market
in the Company's stock. There can be no assurance that an active market will
develop for the stock of Para Mas.
The following table represents the average prices for the Company's common
stock:
Opening High Low Closing
Price Bid Bid Bid Volume
June-October 2.000 2.000 1.125 1.625 8,000
April-June 2.125 2.000 0.000 1.187 500
Jan-March, 2000 1.500 2.562 0.000 2.125 14,600
October-Dec., 1999 3.000 3.000 1.500 1.500 5,700
July-September, 1999 0.125 2.000 0.000 3.000 1,500
April-June, 1999 0.125 0.125 0.125 0.125 0
Jan-March, 1999 0.125 0.125 0.125 0.125 0
October-Dec., 1998 0.25 0.25 0.00 0.125 100
July-September, 1998 0.25 0.25 0.25 0.25 0
April-June, 1998 0.25 0.25 0.25 0.25 300
Jan-March, 1998 0.25 0.25 0.25 0.25 0
MANAGEMENT
Name Age Title
Montel R. Hill 38 President/Director
Don McFadyen 51 Secretary/Treasurer/Director
Mary Wiens 54 Director
SENIOR MANAGEMENT BIOGRAPHIES
MONTEL R. HILL, PRESIDENT/DIRECTOR
Montel R. Hill is a certified public accountant, registered investment advisor,
stock broker and has served as the president and chief executive officer of
H&R Consulting since inception in 1992. After graduating with honors from
Morgan State University in May 1984, Montel began his professional career at
Ernst & Young, a Big Six CPA firm. During his career at E&Y, he developed
a specialization in financial services and was noted as one of few
professionals in the United States with a unique understanding of certain
complex debt and equity financings (e.g. credit card securitizations and ADC
real estate financings). Additionally, Montel 0was directly involved in over
$4 billion of debt and equity financings and headed several E&Y engagement
teams that reviewed the commercial real estate portfolios (for potential
losses) of large banking and insurance clients representing over $ 10 billion
of combined real estate loans.
Recognizing the importance of American churches and the significant need of
professional services, in January 1992, Montel left Ernst & Young to start H&R
Consulting, a professional services firm that specializes in providing its
services primarily to churches and clergy throughout the United States. While
H&R Consulting provides routine professional services (e.g. auditing,
accounting, etc.) its forte is specialized consulting services. Among the
various consulting assignments, H&R Consulting has (1) assisted churches
throughout the United States in acquiring over $ 200 million of bank loans for
construction and/or acquisition; and (2) helped churches diversify their
operations into the ownership of media properties (e.g. radio stations),
commercial properties and other community properties.
During 1998, Montel and H&R Consulting were engaged by International Bible
Games (IBG), a Canadian company, to assist in the development of marketing and
business strategies for IBG. Montel positioned IBG for the market and
developed the Company's business, strategic technology partners and this
business plan.
Montel is a frequent speaker in church conferences and community development
forums. Montel has served as a keynote speaker for the National Baptist
Convention, USA, COGIC, Full Gospel Baptist Convention, various AME
conferences, economic summits in West Palm Beach and the Miami chamber of
commerce.
DON McFADYEN, SECRETARY/TREASURER/DIRECTOR
From June 30, 1998 to present, Mr. McFadyen served as President and Director
of International Bible Games Inc., a private Canadian company with the head
office in Vancouver, Canada. Mr. McFadyen's mandate was to align the company
with strategic business partners and position the company for fast growth and
expansion on the international market. McFadyen also researched and developed
business propositions and aided the company through a corporate restructure.
Prior to this position, from 1994 to 1998, Mr. McFadyen was licensed as a
Realtor and Sub-Mortgage Broker in the province of British Columbia, and
actively marketed real estate development projects which included residential
and commercial properties.
Mr. McFadyen's management career started in 1974 with Dylex Diversified, a
Large Multi National retail chain. While working towards a Certified General
Accounting designation, Mr. McFayden continued his career in retail and held
positions as Controller, General Manager, and Senior Marketing Executive.
In these positions Mr. McFadyen was responsible for corporate fiscal matters,
installation of accounting systems, staff management, corporate strategic
planning and general management.
McFadyen holds a Realtor and Sub-Mortgage Broker's license and has
successfully written examinations for the 915 Real Estate Agents license and
The Canadian Securities course. Mr. McFadyen has applied management skills and
has taught time management and leadership skills in seminar settings.
MARY WIENS, DIRECTOR
Mrs. Wiens worked in research and development for Destination TBG Marketing &
Development Corp., an Alberta Corporation. Also a Co-founder of Destination
Thee Bible Game. Mrs. Wiens worked in Office Administration managing general
office staff. She has a background in Christian Community in music and Bible
study and worked as a Secretary and Director of LBG since April of 1997. Mrs.
Wiens was also an officer and director of DTG from January of 1996 to 1997.
EXECUTIVE COMPENSATION
No Officers or Directors receive compensation for services as officers and
directors of PMII at this time. However, Mr. McFayden has received executive
compensation paid for services as officers and directors of CFUN in the past.
It is the plan, however, of CFUN to create management agreements with all the
officers and directors which are comparable to compensation plans for officers
and directors in similar companies. The Company also has the intentions of
creating a stock option plan for its officers and directors within SEC
guidelines.
Name and Principal Position Year Salary Bonus Other
Annual
Compensation
Don McFadyen 1998 $36,000 $0 $0
" " 1999 $36,000 $0 $0
" " 2000 $40,000 $0 $0
RELATED TRANSACTIONS
None
FORWARD LOOKING STATEMENTS AND RISK FACTORS
The body of this 8-K filing includes statements that are not purely
historical and are "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1934, as amended, including
statements regarding the Company's expectations, beliefs, intentions or
strategies regarding the future. This 8K contains no projected
financial statements. Often you can recognize these statements because
we use words such as "believe," "anticipate," "intend," "estimate", "plan"
and "expect" in the statements. Our actual performance in 2000 and beyond
could differ materially from the forward-looking statements contained in this
filing. However, we are not obligated to release publicly any revisions to
the forward-looking statements contained in this prospectus. All statements
other than historical fact contained in this Registration Statement,
including, without limitation, statements regarding future product and
service developments, acquisition strategies, strategic partnership
expectations, technological developments, implementation of marketing
plans, research and development programs and distribution plans, are
forward-looking statements. All forward-looking statements included in this
Form 8-K are based on information available to the Company on the date hereof,
and the Company assumes no obligation to update such forward-looking statements.
Although the Company believes that the assumptions and expectations reflected
in such forward-looking statements are reasonable, it can give no assurance
that such expectations will prove to have been correct or that the Company
will take any actions that may presently be planned.
RISKS RELATED TO OUR BUSINESS
As with all start-up business ventures there are risks associated with the
introduction of the Company's products to the market. Some of the risks
considered include:
The anticipated number of subscriptions sold may not be reached; thus revenues
to the Company's may be below expected levels.
A lack of capital funds could impede the growth of the Company and not allow
it to complete the implementation of its business strategy.
Manufacturing risks include:
- - an inability to meet game printing runs for the Christmas season;
- - Unforeseen interruptions in strategic partner operations; and
- - an inability to meet high volume product demand.
Existing and future competing Companies pose a risk. These risks may also
involve a company duplicating, outside of the registered copyright and
trademark, web content or business services similar to the Company.
Changes in the economy pose risks in terms of consumer spending on the Company's
products and services.
Inability to hire and maintain quality management.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not applicable.
ITEM 5. OTHER EVENTS
Not applicable
ITEM 6. RESIGNATIONS OF DIRECTORS AND EXECUTIVE OFFICERS
On November 1, 2000, all the current officers and directors resigned
after appointing the new officers and directors. (See "Management" under Item
2)
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of business acquired.
(c) Exhibits.
10.1 Share Purchase Agreement (International Bible Games Inc. and TransGlobal)
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 hereunto duly authorized.
/s/_________________________
Montel R. Hill, President
Date:
/s/_________________________
Don McFayden, Secretary/Treasurer
Date:
/s/_________________________
Mary Wiens, Director
Date: