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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8/A
Amendment No. 1
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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PARA MAS INTERNET, INC.
(Exact Name of Registrant as Specified in Its Chapter)
Nevada 59-3383240
- ------ ----------
(State of Incorporation) (I.R.S. Employer
Identification No.)
10440 Corporate Center, Little Patuxent Pkwy., Suite 300,
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Columbia, Maryland 21044
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Telephone: (443) 253-5300
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(Address and Telephone Number of Principal Executive Offices)
CONSULTANT STOCK OPTION AGREEMENT
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(Full Title of the Plan)
State Agent & Transfer Syndicate, 202 N. Curry St.,
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# 100, Carson City, NV 89703
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Telephone: (775) 882-8628
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(Name, Address and Telephone Number of Agent for Service)
CALCULATION OF REGISTRATION FEE
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TITLE PROPOSED PROPOSED
OF MAXIMUM MAXIMUM
SECURITIES OFFERING AGGREGATE AMOUNT OF
TO BE AMOUNT TO BE PRICE PER OFFERING REGISTRATION
REGISTERED (1) REGISTERED SHARE (2) PRICE (2) FEE
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Common Stock
$0.0001 4,166,700
par value Shares $0.03 $125,001 $31.25
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(1) This registration statement covers the common stock issuable
upon the exercise of options issued under a Consultant Stock Option
Agreement to a consultant of the registrant.
(2) The Proposed Maximum Offering Price Per Share and Aggregate
Offering Price are based upon the exercise price of the option in
accordance with Rule 457(h) of the Securities Act of 1933, as
amended. These amounts are calculated solely for the purpose of
calculating the registration fee pursuant to Rule 457(h)(l) under
Securities Act of 1933, as amended.
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Copies to:
Michael A. Cane
Cane & Company
2300 W. Sahara Ave., Suite 500
Las Vegas, Nevada 89102
(702) 312-6255
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PART I
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
* Information required by Part I to be contained in Section
10(a) prospectus is omitted from the Registration Statement in
accordance with Rule 428 under the Securities Act of 1933, and
Note to Part I of Form S-8.
PART II
Item 3. Incorporation of Documents by Reference.
The following documents filed by Para Mas Internet, Inc. (the
"Company"), with the Securities and Exchange Commission are
incorporated by reference into this Registration Statement:
(1) The Company's Form 8-K12G3 filed with the Securities and
Exchange Commission on May 17, 2000 and amended on July
18, 2000;
(2) The Company's Annual Report filed on Form 10KSB with the
Securities and Exchange Commission on September 20, 2000;
(3) The Company's Quarterly Reports on Form 10QSB filed with
the Securities and Exchange Commission on May 17, 2000,
November 20, 2000, February 20, 2001 and May 21, 2001;
(4) The Company's current report on Form 8-K filed with the
Securities and Exchange Commission on November 6, 2000
and amended on January 16, 2001;
(5) All other reports filed by the Company pursuant to Sections
13(a) or 15(d) of the Exchange Act subsequent to the filing
of the Company's registration statement;
All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which de-registers
all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part of this
Registration Statement from the date of the filing of such reports
and documents.
Item 4. Description of Securities.
The securities to be offered are registered under Section 12 of the
Exchange Act of 1934.
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Item 5. Interests of Named Experts and Counsel.
No expert or counsel named in this prospectus as having prepared or
certified any part of it or as having given an opinion upon the
validity of the securities being registered or upon other legal
matters in connection with the registration or offering of the
common stock was employed on a contingency basis, or had, or is to
receive, in connection with the offering, a substantial interest,
direct or indirect, in the Company or any of its parents or
subsidiaries. Nor was any such person connected with the Company
or any of its parents or subsidiaries as a promoter, managing or
principal underwriter, voting trustee, director, officer, or
employee.
Cane & Company, LLC, independent counsel, has provided an opinion
regarding the due authorization and valid issuance of the shares of
Common Stock issuable upon exercise of the options.
Item 6. Indemnification of Directors and Officers.
The officers and directors of the Company are indemnified as
provided by the Nevada Revised Statutes (the "NRS") and the Bylaws
of the Company.
Unless specifically limited by a corporation's articles of
incorporation, the NRS automatically provides directors with
immunity from monetary liabilities. The Company's Articles of
Incorporation do not contain any such limiting language. Excepted
from that immunity are:
(a) a willful failure to deal fairly with the corporation or its
shareholders in connection with a matter in which the director has
a material conflict of interest;
(b) a violation of criminal law unless the director had reasonable
cause to believe that his or her conduct was lawful or no
reasonable cause to believe that his or her conduct was unlawful;
(c) a transaction from which the director derived an improper
personal profit; and
(d) willful misconduct.
The Company's Articles of Incorporation provide that no officer or
director of the company shall be personally liable to the Company
or any of its shareholders for damages for breach of fiduciary duty
as a director or officer involving any act or omission of any such
director or officer; provided that this provision shall not
eliminate or limit the liability of the director or officer for:
(i) acts or omissions which involve intentional misconduct, fraud
or a knowing violation of the law, or (ii) the payment of dividends
in violation of Section 78.300 of the Nevada Revised Statutes.
The By-laws of the Company provide that the Company will indemnify
its directors and officers to the fullest extent not prohibited by
Nevada law; provided, however, that the Company may modify the
extent of such indemnification by individual contracts with its
directors and officers; and, provided, further, that the Company
shall not be required to indemnify any director or officer in
connection with any proceeding (or part thereof) initiated by such
person unless (i) such indemnification is expressly required to be
made by law, (ii) the proceeding was authorized by the
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Board of Directors of the Company, (iii) such indemnification is
provided by the Company, in its sole discretion, pursuant to the
powers vested in the Company under Nevada law or (iv) such
indemnification is required to be made pursuant to the By-laws.
The By-laws of the Company provide that the Company will advance to
any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was a director
or officer, of the Company, or is or was serving at the request of
the Company as a director or executive officer of another Company,
partnership, joint venture, trust or other enterprise, prior to the
final disposition of the proceeding, promptly following request
therefor, all expenses incurred by any director or officer in
connection with such proceeding upon receipt of an undertaking by
or on behalf of such person to repay said amounts if it should be
determined ultimately that such person is not entitled to be
indemnified under the By-laws of the Company or otherwise.
The By-laws of the Company provide that no advance shall be made by
the Company to an officer of the Company (except by reason of the
fact that such officer is or was a director of the Company in which
event this paragraph shall not apply) in any action, suit or
proceeding, whether civil, criminal, administrative or
investigative, if a determination is reasonably and promptly made
(i) by the Board of Directors by a majority vote of a quorum
consisting of directors who were not parties to the proceeding, or
(ii) if such quorum is not obtainable, or, even if obtainable, a
quorum of disinterested directors so directs, by independent legal
counsel in a written opinion, that the facts known to the decision-
making party at the time such determination is made demonstrate
clearly and convincingly that such person acted in bad faith or in
a manner that such person did not believe to be in or not opposed
to the best interests of the Company.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Description of Document
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4.1 Consultant Stock Option Agreement
5.1 Opinion of Cane & Company regarding the due authorization
and valid issuance of the shares of Common Stock issuable
upon exercise of the options, with consent to use.
10.1 Consulting Agreement
23.1 Consent of Stefanou & Company, LLP, Independent Auditors
24.1 Power of Attorney (included on the signature page of this
registration statement).
Item 9. Undertakings.
The Company hereby undertakes:
(a) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration:
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(1) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(2) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information
set forth in the Registration Statement; and
(3) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement;
Provided however, that that paragraphs (a) (1) and (2) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained
in periodic reports filed by the Company pursuant to
section 13 or section 15(d) of the Exchange Act that are
incorporated by reference herein.
(b) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(c) To remove from registration by means of post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(2) The Company hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the
Company's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in
the Registration Statement shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the offering
of such securities at the time shall be deemed to be the initial bona
fide offering thereof.
(3) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the Company of expenses incurred or paid
by the director, officer or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Company will, unless in the opinion
of the counsel the matter has been settled by controlling precedent,
submit to the appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant, Para Mas Internet, Inc., certifies that it has
reasonable grounds to believe that it meets all of the requirements
for filing a Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Clarkesville, Maryland, on this
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20th day of August 2001.
PARA MAS INTERNET, INC.
By: /s/ Montel Hill
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Montel Hill, CEO
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Montel Hill, as his true and lawful attorney-in-fact and agent with
full power of substitution and re-substitution for him and his
name, place and stead, in any and all capacities, to sign any or
all amendments to this Registration Statement (including post-
effective amendments or any abbreviated registration statements and
any amendments thereto filed pursuant to Rule 462(b) increasing the
number of securities for which registration is sought) and to file
the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact full power and authority to do
and perform each and every act and thing requisite and necessary to
be done in and about the foregoing, as fully to all intents and
purposes as he might or could do in person hereby ratifying and
confirming all that said attorney-in-fact, or his substitute, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following
person in the capacities and on the date indicated.
Signature Title Date
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/s/ Montel Hill Director, CEO and
- ---------------------- Principal Executive Officer August 20, 2001
Montel Hill
/s/ Don McFadyen Director, Secretary and
- ---------------------- Principal Financial Officer August 20, 2001
Don McFadyen
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