UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
[X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended March 31, 2001
[ ] Transition Report pursuant to 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from to
Commission File Number: 000-30645
PARA MAS INTERNET, INC.
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(Exact name of Small Business Issuer as specified in its charter)
Nevada 59-3383240
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(State or other jurisdiction of (IRS Employer
incorporation ) Identification No.)
7 East Redwood St., 5th Fl.,
Baltimore, Maryland 21202
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(Address of principal executive offices (Zip Code)
Issuer's telephone number, including area code (410) 779-1006
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the issuer was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days [X] Yes [ ] No
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: 44,127,570 shares
of Common Stock as of March 31, 2001.
Transitional Small Business Disclosure Format (check one): Yes [ ]
No [X]
PART 1 - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BASIS OF PRESENTATION
General
The accompanying unaudited consolidated financial statements have been
prepared in accordance with the instructions to Form 10-QSB, and
therefore, do not include all the information necessary for a fair
presentation of financial position, results of operations and cash flows
in conformity with generally accepted accounting principles.
In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have
been included. The results from developmental stage operations for the
nine-month period ended March 31, 2001 are not necessarily indicative of
the results that may be expected for the year ended June 30, 2001. The
unaudited condensed consolidated financial statements should be read in
conjunction with the International Bible Games, Inc. October 31, 2000
financial statements and footnotes thereto included in the Company's SEC
Form 8-K dated November 6, 2000.
2
Para Mas Internet, Inc.
(A Development Stage Company)
Consolidated Balance Sheet
(Unaudited)
CURRENT ASSETS:
Cash and cash equivalents
$ 15,247
Accounts Receivable, net 15,145
Inventories, net 44,419
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Total current assets $ 74,811
Property and Equipment, net 4,720
Total Assets $ 79,531
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LIABILITIES & DEFICIENCY IN STOCKHOLDERS EQUITY
CURRENT LIABILITIES:
Accounts Payable and Accrued Expenses $ 175,028
Loan Payable 16,750
Note Payable - Current Portion 578,075
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Total Current Liabilities 769,853
Convertible Debentures, long term 304,358
Capitalized Lease Obligations, long term 910
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305,268
Total Liabilities $ 1,075,121
DEFICIENCY IN STOCKHOLDERS' EQUITY
Preferred Stock, par value, $.001 per share;
10,000,000 shares authorized; 70,500 shares
issued. $ 70,500
Common Stock, par value, $.001 per share;
100,000,000 shares authorized; 44,127,570
shares issued. 44,128
Additional Paid in Capital 774,164
Deficit Accumulated During Development Stage (1,884,382)
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Deficiency in Stockholders' Equity $ (995,590)
$ 79,531
See Accompanying Notes
3
Para Mas Internet, Inc.
(A Development Stage Company)
Consolidated Statement of Losses
(Unaudited)
For the Three For the Three For the Nine
Months Ended Months Ended Months Ended
March 31, 2001 March 31, 2000 March 31, 2001
-------------- -------------- --------------
Revenues: $ 9,931 $ - $ 9,931
Costs and Expenses:
General and Admin-
istrative $ 26,179 $ 35,860 $ 653,028
Research and Development 70,575
Interest 112 0 1,321
-------------- -------------- --------------
Total Expenses $ 26,291 $ 35,860 $ 724,924
Net Loss (16,360) (35,860) $ (714,993)
Preferred Stock Dividends - - (2,100)
-------------- -------------- --------------
Net Loss Available to
Common Stockholders $ (16,360) $ (35,860) $ (717,093)
Loss per Share:
Basic and Diluted $ (.00) $ (.00) $ (.01)
Weighted Average of Number
Shares Outstanding 44,127,695 44,127,695 44,127,695
(Continued)
Para Mas Internet, Inc.
(A Development Stage Company)
Consolidated Statement of Losses
(Unaudited)
(Continued)
For the Period
For the Nine from Inception
Months Ended (April 11, 1997)
March 31, 2000 to March 31, 2001
-------------- --------------
Revenues: $ - $ 23,057
Costs and Expenses:
General and Admin-
istrative $ 95,336 $ 852,197
Research and Development 2,036 1,051,374
Interest 3,756 3,868
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Total Expenses $ 101,128 $ 1,907,439
Net Loss (101,128) (1,884,382)
Preferred Stock Dividends - (1,050)
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Net Loss Available to
Common Stockholders (101,128) $(1,885,432)
Loss per Share:
Basic and Diluted $ (.00) $ (.04)
Weighted Average of Number
Shares Outstanding 44,127,569 44,127,569
See Accompanying Notes
4
Para Mas Internet, Inc.
(A Development Stage Company)
Consolidated Statement of Cash Flows
(Unaudited)
For the Period
From Inception,
For the Nine For the Nine April 11, 1997
Months Ended Months Ended to
March 31, 2001 March 31, 2000 March 31, 2001
-------------- -------------- --------------
Cash Flows from
Operating Activities:
Net Loss $ (717,093) $ (101,128) $ (1,884,383)
Acquisition costs and other
Non-cash adjustments: 319,735
-------------- -------------- --------------
Net cash provided (used)
By operating activities: (703,188) $ (103,533) $ (1,449,188)
Cash Flows (used in)
Investing activities:
Purchase of equipment, net $ (2,338) $ (1,470) $ (6,974)
-------------- -------------- --------------
$ (2,338) $ (1,470) $ (6,974)
Cash Flows from Financing
Activities:
Proceeds from the sale
Of common stock, net of
Costs $ 268,481 $ 106,917 $ 595,095
Proceeds from loans, net 446,750 600 876,532
Decrease in Capitalized
Lease Obligations (218) - (218)
-------------- -------------- --------------
Net Cash Flows from
Financing Activities $ 715,013 $ 107,517 $ 1,471,409
Net Increase in Cash
And equivalents $ 9,487 $ 2,514 $ 15,247
Cash- Beginning of
Period $ 5,760 $ 4,544 $ -
Cash- End of Period $ 15,247 $ 7,058 $ 15,247
See Accompanying Notes
5
Para Mas Internet, Inc.
(A Development Stage Company)
Notes to Financial Statements
(Unaudited)
Note A - Business Combination
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On November 1, 2000, International Bible Games, Inc. ("IBG") completed
an Agreement of Plan and Reorganization ("Agreement") with the
Registrant's principal shareholder, Transglobal Financial Corporation
("TGF")in a transaction accounted for using the purchase method of
accounting. Effective with the Agreement, IBG acquired for $430,000,
30,000,000 of the 44,127,650 shares of the Registrant's common stock
outstanding from TGF and exchanged those shares for all of the issued
and outstanding shares of IBG's common stock. IBG recorded the carryover
historical basis of the net tangible assets acquired, which did not
differ materially from their fair value. From the Registrant's
inception, until the date of the merger, the Registrant was an inactive
corporation with no significant assets and liabilities. As a result of
the acquisition, there was a change in control of the public entity.
Subsequent to the date of the merger, IBG became a wholly owned
subsidiary of the Registrant.
The results of operations subsequent to the date of acquisition are
included in the Company's consolidated statement of losses. Such a
business combination has been accounted for as a recapitalization of
IBG. In accordance with Accounting Principles Opinion No. 16, IBG is the
acquiring entity. As a result, historical financial information for
periods prior to the date of the transaction is that of IBG. However,
the capital structure for all periods presented has been restated to
reflect the capital structure of Para Mas Internet, Inc. as the legal
acquirer.
6
Para Mas Internet, Inc.
(A Development Stage Company)
Notes to Financial Statements
(Unaudited)
Note A - Business Combination (Continued)
- -----------------------------------------
The total purchase price and carrying value of net assets acquired of
Para Mas Internet was $ 1. The net assets acquired were as follows:
Net assets $ 1
Accumulated deficit 17,169
Issuance of preferred stock 68,400
Issuance of common stock 44,128
Cash paid for stock 430,000
-----------
$ 559,698
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In accordance with Statement of Position No. 98-5, the Company expensed,
as organization costs, in the three months ended December 31, 2000, $
430,000 which represents the purchase of the 30,000,000 shares of the
Company's stock from TGF.
Note B - Basis of Presentation
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International Bible Games, Inc., a wholly-owned subsidiary of Para Mas
Internet, Inc.,was formed on April 11, 1997 under the laws of the
Province of British Columbia. International Bible Games, Inc. is a
development stage enterprise, as defined by Statement of Financial
Accounting Standards No. 7 ("SFAS No. 7") and is seeking to
develop, produce and market family-oriented and educational Christian
Bible based products and services. From its inception through the date
of these financial statements International Bible Games, Inc. has not
recognized significant revenues and has incurred significant operating
expenses.
The consolidated financial statements include the accounts of the
Company, and its wholly owned subsidiary, International Bible Games,
Inc. Significant intercompany transactions have been eliminated in
consolidation.
7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION
Forward Looking Statements
- --------------------------
The information contained in this section and elsewhere may at times
represent management's best estimates of the Company's future financial
and technological performance, based upon assumptions believed to be
reasonable. Management makes no representation or warranty, however, as
to the accuracy or completeness of any of these
assumptions, and nothing contained in this document should be relied
upon as a promise or representation as to any future performance or
events. The Company's ability to accomplish these objectives, and
whether or not it will be financially successful is dependent upon
numerous factors, each of which could have a material effect on the
results obtained. Some of these factors are within the discretion and
control of management and others are beyond management's control.
Management considers the assumptions and hypothesis used in preparing
any forward looking assessments of profitability contained in this
document to be reasonable; however, we cannot assure investors that any
projections or assessments contained in this document, or otherwise
made by management, will be realized or achieved at any level.
GENERAL
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The Company is seeking to develop, produce and market family-oriented
and educational Christian Bible based products and services. At this
time, the Company does not expect any significant change in the number
of employees. In addition, the Company does not anticipate purchasing
any significant property, plant or equipment until the Company raises
additional capital to meet such obligations. As reflected in the
financial statements, the Company incurred research and development
costs during the past nine months. The Company anticipates incurring
additional research and development costs during the following twelve
months. However, the Company does not anticipate incurring any
significant research and development costs unless the Company raises
additional capital to support such obligations.
RESULTS OF OPERATIONS
- ---------------------
Three Months ended March 31, 2001 and 2000
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REVENUES
For the three months ended March 31, 2001, the Company generated no
significant revenues from operations. The Company reported a net loss
from operations of $16,360 for the three months ended March 31, 2001
compared to a net loss of $35,860 for the same period ending in 2000.
The decrease in operating loss results from an absence of prior
development costs. The Company believes it will begin earning revenues
from
8
operations within the next twelve months as it transitions from a
development stage company to that of an active growth stage company.
COSTS AND EXPENSES
The Company's expenses from operations for the three months ended March
31, 2001 decreased to $26,290 from $35,860 during the same period ending
in 2000. The decrease is due to the Company incurring additional costs
in prior period in connections with the start up of its business. The
Company has incurred significant operating deficits that have decreased
the Company's working capital. Company management believes this trend
will have a material impact on the Company's short-term and long-term
liquidity. Management believes income from continuing operations may be
materially impacted by the transition from a development stage to an
active growth company.
Nine Months Ended March 31, 2001 and 2000
- -----------------------------------------
REVENUES
For the nine months ended March 31, 2001, the Company generated a small
amount of revenue from operations as compared to no revenues during the
nine months ended March 31, 2000. The Company reported a net loss of $
717,093 for the nine months ended March 31, 2001 compared to a net loss
of $ 101,128 for the same period in 2000.
COSTS AND EXPENSES
The Company's expenses for the nine months ended March 31, 2001
increased $623,796 to $724,924 from $ 101,128 during the same period in
2000. The increase is due to the Company incurring additional costs in
prior periods in connections with the start up of its business.
The Company has incurred significant operating deficits that have
decreased the Company's working capital. Company management believes
this trend will have a material impact on the Company's short-term and
long-term liquidity. Management believes income from continuing
operations may be materially impacted by the transition from a
development stage to an active growth company.
LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 2001, the Company had a working capital deficit of
$695,042. While the Company has raised capital and borrowed funds to
meet its current and projected working capital needs, additional
financing will be required in order to meet its obligations. There are
no assurances the Company will be successful in raising the funds
required. Without obtaining additional funds, the company will not have
sufficient funds to continue operating during the next twelve months. As
of March 2001, the Company has insufficient capital to operate beyond
the end of the next quarter.
9
The Company has borrowed funds from significant shareholders of the
Company in the past to satisfy certain obligations and anticipates
continuing to borrow funds to meet future working capital requirements.
RISKS AND UNCERTAINTIES
- -----------------------
The Company has sought to identify what it believes to be the most
significant risks to its business, but cannot predict whether or to what
extent any of such risks may be realized nor can there be any assurances
that the Company has identified all possible risks that might arise.
Investors should carefully consider all of such risk factors before
making an investment decision with respect to the Company's stock.
LIMITED OPERATING HISTORY; ANTICIPATED LOSSES; UNCERTAINTY OF FUTURE
RESULTS
Para Mas Internet, Inc. has only a limited operating history upon which
an evaluation of the Company and its prospects can be based. The
Company's prospects must be evaluated particularly in light of the
uncertainties relating to the new and evolving distribution methods with
which the Company intends to operate and the acceptance of the Company's
business model. The Company will be incurring costs to develop,
introduce and enhance its interactive website, to establish marketing
relationships, to acquire and develop products that will compliment each
other and to build an administrative organization. To the extent that
such expenses are not subsequently followed by commensurate revenues,
the Company's business, results of operations and financial condition
will be materially adversely affected. There can be no assurance that
the Company will be able to generate sufficient revenues from the sale
of their services and products. If cash generated by operations is
insufficient to satisfy the Company's liquidity requirements, the
Company may be required to sell additional equity or debt securities.
The sale of additional equity or convertible debt securities would
result in additional dilution to the Company's stockholders.
POTENTIAL FLUCTATIONS IN QUARTERLY OPERATING RESULTS
The Company's quarterly operating results may fluctuate significantly in
the future as a result of a variety of factors, most of which are
outside the Company's control, including: the level of use of the
Internet; the demand for Christian-based products and services;
seasonal trends in both Internet use, the amount and timing of capital
expenditures and other costs relating to the expansion of the Company's
Internet operations; price competition or pricing changes in the industry;
technical difficulties or system downtime; general economic conditions,
and economic conditions specific to the Internet and Christian-based
Industry. The Company's quarterly results may also be significantly
impacted by the impact of the accounting treatment of acquisitions,
financing transactions or other matters. Particularly at the Company's
early stage of development, such accounting treatment can have a
material impact on the results for any quarter. Due to the
foregoing factors, among others, it is likely that the Company's
operating results will fall below the expectations of the Company or
investors in some future quarter.
10
LIMITED PUBLIC MARKET, POSSIBLE VOLATILITY OF SHARE PRICE
The Company's Common Stock is currently quoted on the NASD OTC Bulletin
Board under the ticker symbol PMII.OB. As of March 31, 2001, there were
approximately 44,127,570 shares of Common Stock outstanding. There can
be no assurance that a trading market will be sustained in the future.
Factors such as, but not limited to, technological innovations, new
products, acquisitions or strategic alliances entered into by the
Company or its competitors, failure to meet security analysts'
expectations, government regulatory action, patent or proprietary rights
developments, and market conditions for technology stocks in general
could have a material effect on the volatility of the Company's stock
price.
UNCERTAIN ACCEPTANCE AND MAINTENANCE OF THE COMPANY'S BRAND NAME
The Company believes that establishing and maintaining a customer base
is a critical aspect of its efforts to increase revenues. If the Company
is unable to develop a large customer base, the Company's business,
results of operations, and financial condition will be materially
adversely affected.
11
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None
ITEM 3. DEFAULT 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
None
(b) Reports on Form 8-K
Form 8-K/A was filed by the Company on January 16, 2001. The
purpose of this filing was to amend Form 8-K filed on November
6, 2000. The only change reported on Form 8-K/A was the
inclusion of necessary audited financial statements.
12
SIGNATURES
Pursuant to the requirements of the Securities and 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.
DATED: May 21, 2001 By:/s/ Don McFayden
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Don McFayden, Vice President