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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PARA MAS INTERNET, INC.
-----------------------
(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)
10440 Little Patuxent Parkway, Suite 300
Columbia, Maryland 21044
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(Name and address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code: (604) 585-1710
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Approximate date of commencement
of proposed sale to the public: As soon as practicable after the effective
date of this Registration Statement.
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, check
the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the
same offering. |__|
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |__|
If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |__|
If delivery of the prospectus is expected to be made pursuant to
Rule 434, check the following box. |__|
CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------
TITLE OF EACH PROPOSED PROPOSED
CLASS OF MAXIMUM MAXIMUM
SECURITIES OFFERING AGGREGATE AMOUNT OF
TO BE AMOUNT TO BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED UNIT (1) PRICE (2) FEE (3)
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Common Stock 3,376,973 shares $0.04 $135,079 $34
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(1) Based on the last sales price on August 30, 2001.
(2) Estimated solely for the purpose of calculating the
registration fee in accordance with Rule 457 under the Securities Act.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH
DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY
STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE
IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR
UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS
THE COMMISSION, ACTING PURSUANT TO SECTION 8(a), MAY DETERMINE.
COPIES OF COMMUNICATIONS TO:
Michael A. Cane, Esq.
2300 W. Sahara Blvd.,
Suite 500 - Box 18
Las Vegas, NV 89102
(702) 312-6255
Agent for Service of Process
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SUBJECT TO COMPLETION, Dated August 30, 2001
PROSPECTUS
PARA MAS INTERNET, INC.
3,376,973 SHARES
COMMON STOCK
----------------
The selling shareholders named in this prospectus are offering the
shares of common stock offered through this prospectus. There is no
specific offering price for the shares. Each selling shareholder
will sell her or his shares at the price she or he determines from
time to time.
Our common stock is presently listed on the OTC Bulletin Board under
the symbol PMII.
----------------
The purchase of the securities offered through this prospectus
involves a high degree of risk. See section entitled "Risk Factors"
on pages 4 and 5.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities
or passed upon the adequacy or accuracy of this prospectus. Any
representation to the contrary is a criminal offense.
----------------
The Date Of This Prospectus Is: ____________________
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TABLE OF CONTENTS
PAGE
----
Summary ............................................................... 3
Risk Factors .......................................................... 4
Use of Proceeds ....................................................... 6
Determination of Offering Price ....................................... 6
Dilution .............................................................. 6
Selling Shareholders .................................................. 6
Plan of Distribution .................................................. 10
Legal Proceedings ..................................................... 11
Directors, Executive Officers, Promoters and Control Persons .......... 11
Security Ownership of Certain Beneficial Owners and Management ........ 13
Description of Securities ............................................. 15
Interest of Named Experts and Counsel ................................. 16
Disclosure of Commission Position of Indemnification
for Securities Act Liabilities ...................................... 16
Description of Business ............................................... 16
Description of Property ............................................... 20
Certain Relationships and Related Transactions ........................ 20
Market for Common Equity and Related Stockholder Matters .............. 20
Executive Compensation ................................................ 21
Financial Statements .................................................. 22
Changes in and Disagreements with Accountants ......................... 23
Available Information ................................................. 23
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SUMMARY
Para Mas Internet, Inc.
Para Mas Internet, Inc. ("Para Mas") was organized as a Nevada
corporation on June 6, 1994. After prior business operations
failed, on November 1, 2000, Para Mas acquired the business
assets of International Bible Games Inc. and Destination T.B.G.
Development & Marketing Corp.
Today, our business purpose is to develop and distribute Christian
and family oriented products and services that fill the
entertainment and business services void in the worldwide
Christian marketplace. We maintain our office at 10440 Little
Patuxent Parkway, Suite 300, Columbia, Maryland 21044.
The Offering
Securities Being Offered Up to 3,376,973 shares of common stock.
The offering price will be determined by
the independent decisions of the selling
shareholders.
Minimum Number of Shares None.
To Be Sold in This Offering
Securities Issued
And to be Issued 48,294,395 shares of our common stock
are issued and outstanding as of the
date of this prospectus. The 3,376,973
shares of common stock to be sold under
this prospectus are being offered by
existing shareholders.
Use of Proceeds We will not receive any proceeds from the
sale of the common stock by the selling
shareholders.
Expiration Date This offering will expire nine months
following the date of this prospectus unless
the offering period is extended pursuant to a
post-effective amendment to this registration
statement.
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RISK FACTORS
RISK FACTORS
An investment in our common stock involves a high degree of risk.
You should carefully consider the risks described below and the other
information in this prospectus and any other filings we may make with
the Securities and Exchange Commission in the future before investing
in our common stock. If any of the following risks occur, our
business, operating results and financial condition could be
seriously harmed and you could lose all or part of your investment.
Since we have only generated insignificant revenues, it remains
uncertain whether we can achieve commercially viable operations.
To date we have generated only an insignificant amount of revenue and
continue to organize our business operations. We are primarily
engaged in product and web portal development. Until we demonstrate
that we can produce and market products and provide marketable
services desired by the Christian community, there can be no
assurance that our business will achieve commercial viability and
provide stock purchasers with an investment they will not lose.
Unless we obtain additional financing we will not be able to carry
out our business plan.
We had cash in the amount of $15,247 at March 31, 2001. Our business
plan calls for significant expenses to develop our web portal and
product base and pay related marketing expenses. We will require
additional financing in order to implement our business plan. It
appears that the only source available to the Para Mas for additional
financing is through the sale of equity capital. Management
estimates it will take as much as $5,000,000 in equity financing to
fully develop its business plan. If this financing is not available
or obtainable, investors may lose a substantial portion or all of
their investment. There can be no assurance that additional
financing, when necessary, will be available to Para Mas on
acceptable terms, or at all.
If we are not able to keep up with the rapid technological change of
the Internet, we will not be able to achieve our goals and our
business will fail.
Internet sales and Internet deployment of our business plan will be
central to our success. The Internet is characterized by rapidly
changing technology with continuous improvements in both computer
hardware and software. We must upgrade computer software systems and
maintain computer hardware compatible with current industry use to
compete in our industry and with other Internet service providers.
If we cannot adapt to new technologies and sustain the corresponding
expenses of equipment, software and training, we will not be able to
compete and investors may lose their investments.
We depend on Montel R. Hill, Don McFadyen, and Mary Wiens whom we may
not be able to retain.
Montel R. Hill, Don McFadyen and Mary Wiens are the directors of Para
Mas and all have expertise relating to and contacts within the
Christian marketplace. If we should lose one or more of these
individuals, it is not certain that we would be able to replace their
expertise by hiring equally qualified
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people. In such event, we could not develop our business plan as well
as we expect to at the present time. In addition, we have no key-man
life insurance on these persons.
Our business will suffer if the Internet does not continue to expand
as a method of doing business.
Our business is dependent upon continued growth in the use of the
Internet by our prospective clients. The use of and the potential
use of the Internet by the Christian marketplace has created the
opportunity for Para Mas to enter into the Christian market to
provide products and services via and Internet. It is possible that
the Christian marketplace may decide generally to not use the
Internet as a purveyor of products and services in which event our
business prospects will decline.
Our failure to meet client expectations or deliver error-free
services could result in losses and negative publicity.
Our business plan includes providing to the Christian market,
financial services, professional services and products. Sales of our
services will be based on convincing the client that we can provide
these services in a professional manner and more economically than
our competition. Failure to meet those expectations could result in:
* delayed or lost revenues due to adverse client reaction;
* requirements to provide additional services to a client at no charge;
* negative publicity about our services, which could adversely
affect our ability to attract or retain clients; or
* claims for damages against us, regardless of our responsibility
for such failure.
The occurrence of any of the foregoing would impact our business in a
negative manner and militate against the investor receiving a return
on his or her investment.
Investors will be unable to sell their securities if there is not a
stable market for those securities.
The market for our common shares which are listed on the OTC Bulletin
Board has been volatile. Unless this market stabilizes at a level at
which an investor purchases stock or above, it is not likely the
investor will be able to recoup his or her investment or be able to
make a return on his or her investment
Forward-Looking Statements
This prospectus contains forward-looking statements that involve
risks and uncertainties. We use words such as anticipate, believe,
plan, expect, future, intend and similar expressions to identify such
forward-looking statements. You should not place too much reliance
on these forward-looking statements. Our actual results are most
likely to differ materially from those anticipated in these forward-
looking statements for many reasons, including the risks faced by us
described in this Risk Factors section and elsewhere in this
prospectus.
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USE OF PROCEEDS
We will not receive any proceeds from the sale of the common stock
offered through this prospectus by the selling shareholders.
DETERMINATION OF OFFERING PRICE
We will not determine the offering price of the common stock. The
offering price will be determined by the independent decisions of the
selling shareholders. The sales price of the shares offered hereby
may be the prevailing market price at the time of the sale or a price
related to the prevailing market price. In this regard, our common
shares are listed on the NASD over the counter bulletin board.
Other factors that a selling shareholder may consider in determining
her or his offering price will be unique to that shareholder as she
or he may determine from time to time and what the shareholder
perceives the stock will sell for at a given time.
DILUTION
The common stock to be sold by the selling shareholders is common stock
that is currently issued and outstanding. Accordingly, there will be
no dilution to our existing shareholders.
SELLING SHAREHOLDERS
International Bible Games Inc., a Canadian corporation
("International Bible Games"), holds in excess of 3,376,973 Para Mas
common shares. By this prospectus, International Bible Games is
offering 3,376,973 Para Mas common shares to International Bible
Games shareholders whose names are listed below in this section.
Each International Bible Games shareholder is being offered the
number of Para Mas shares set opposite his, her or its name. Each
Para Mas share is being offered for one share of International Bible
Games common stock.
All parties listed below in this section who obtain Para Mas shares
from International Bible Games through this prospectus become selling
shareholders under this prospectus of the resale of their Para Mas
shares. The potential reselling shareholders named in this
prospectus will offer up to 3,376,973 shares of common stock. The
following table provides certain information regarding the potential
beneficial ownership of our common stock of each selling
shareholders.
Total Number
Of Shares To Total Shares To Percent
Be Offered For Be Owned Owned Upon
Selling Upon Completion
Name Of Selling Shares Subject Shareholders Completion Of Of This
Stockholder To This Offering Account This Offering Offering
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Thomas Wartberg 100,000 100,000 NIL NIL
Alice Castle 20,000 20,000 NIL NIL
Michael & Maureen Petrunia 20,000 20,000 NIL NIL
Shirley Vaillant 20,000 20,000 NIL NIL
Larry Ius 20,000 20,000 NIL NIL
Bruce Currie 10,000 10,000 NIL NIL
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Nettie Soobotin 25,863 25,863 NIL NIL
Richard Poloway 30,000 30,000 NIL NIL
Vince MacDonald
Enterprises Ltd. 100,000 100,000 NIL NIL
Sean Cardinal 20,000 20,000 NIL NIL
Sean & Kim Cardinal 7,000 7,000 NIL NIL
Brian & Patti Trent 42,000 42,000 NIL NIL
Garry McFadyen 60,000 60,000 NIL NIL
Mitch Sloan 5,000 5,000 NIL NIL
Karen Mears 5,000 5,000 NIL NIL
Gail Hoyer 32,000 32,000 NIL NIL
Lloyd & Alice Abbey 5,000 5,000 NIL NIL
John Domonkos 6,667 6,667 NIL NIL
Orlin Beaucock 5,000 5,000 NIL NIL
Richard Hoffman 61,667 61,667 NIL NIL
Jonathan Freeman 10,000 10,000 NIL NIL
Simon & Pamela Omelaniec 187,336 187,336 NIL NIL
Deborah Bellefontaine
& George Bush 10,000 10,000 NIL NIL
Michael Roessler 5,000 5,000 NIL NIL
Shaunna Roon 5,000 5,000 NIL NIL
Sheryl Arnason 20,000 20,000 NIL NIL
Peter & Ann Bryant 20,000 20,000 NIL NIL
Linda Chornabay 10,000 10,000 NIL NIL
Geneva Bottomley 10,000 10,000 NIL NIL
Donna Jean Fiorella 20,000 20,000 NIL NIL
Kenneth Stone 10,000 10,000 NIL NIL
Evelyn Froese 40,000 40,000 NIL NIL
Dan Chisholm 20,000 20,000 NIL NIL
Debbie McFadyen 20,000 20,000 NIL NIL
Craig Proctor 60,000 60,000 NIL NIL
Harvey & Iona Rutley 40,010 40,010 NIL NIL
John McInnis 7,606 7,606 NIL NIL
William Chornabay 200,000 200,000 NIL NIL
Dave Beattie 5,000 5,000 NIL NIL
Emmanuel Lutwick 5,000 5,000 NIL NIL
Don Freeman 30,000 30,000 NIL NIL
Ron Freeman 5,000 5,000 NIL NIL
Kurt & Beverley Erickson 15,000 15,000 NIL NIL
William Somerville 10,000 10,000 NIL NIL
Dale Sandberg 5,000 5,000 NIL NIL
Apostolic Faith Church 300,000 300,000 NIL NIL
Judy Tjomsaas 26,670 26,670 NIL NIL
R.J. & J.M. Chisholm 26,700 26,700 NIL NIL
Frank Trent 20,000 20,000 NIL NIL
Burek Investments 30,000 30,000 NIL NIL
Elizabeth Piechocki 20,000 20,000 NIL NIL
Ola Houland 20,000 20,000 NIL NIL
Sandra Buschau 20,000 20,000 NIL NIL
Elinor Brajcich 10,000 10,000 NIL NIL
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Elann M. Currie 10,000 10,000 NIL NIL
Karen Engleson 20,000 20,000 NIL NIL
Sien Wan Lim 8,000 8,000 NIL NIL
Ron Hoffard 6,670 6,670 NIL NIL
David Taylor 1,335 1,335 NIL NIL
Lorraine Moore 1,335 1,335 NIL NIL
Anne I. Hill 6,670 6,670 NIL NIL
Peter Alan Judd &
Barbara Ann Boyd Judd 13,340 13,340 NIL NIL
Joanne McCord 8,670 8,670 NIL NIL
Lynette Freeman 4,000 4,000 NIL NIL
Linda Robertson 4,000 4,000 NIL NIL
Pilson Enterprises Ltd. 20,000 20,000 NIL NIL
Barbara Snell 6,670 6,670 NIL NIL
Linda Mayner 2,000 2,000 NIL NIL
Sherry Soobotin 6,700 6,700 NIL NIL
Korby Soobotin 6,700 6,700 NIL NIL
Teresa LeClair 13,000 13,000 NIL NIL
Donna Lukomski 25,671 25,671 NIL NIL
Shirley Lee 40,000 40,000 NIL NIL
Judy Michaluk 1,340 1,340 NIL NIL
Darryl Faucher 9,340 9,340 NIL NIL
Janet Sansalone 4,005 4,005 NIL NIL
Karen Cameron 3,300 3,300 NIL NIL
Carolyn Minchin 3,300 3,300 NIL NIL
Fergus Kilmartin 6,670 6,670 NIL NIL
Don Morrison 1,000 1,000 NIL NIL
David Sjogren 10,000 10,000 NIL NIL
Erik Sjogren 2,000 2,000 NIL NIL
Barrie Vattoy 24,000 24,000 NIL NIL
Valerie Kless Townsend 2,000 2,000 NIL NIL
Dorothy Horbachewsky 142,670 142,670 NIL NIL
Elizabeth Brundin 52,181 52,181 NIL NIL
Hermen Geertsema 10,000 10,000 NIL NIL
Mia Sorge 5,000 5,000 NIL NIL
Christopher Erickson 5,000 5,000 NIL NIL
Isabel Gemmell 2,680 2,680 NIL NIL
Dan Krinbill 5,360 5,360 NIL NIL
Michael T. Jordan 12,000 12,000 NIL NIL
Mary Horbachewsky 5,360 5,360 NIL NIL
Winifred Furber 3,340 3,340 NIL NIL
Laverna Lindblom 8,040 8,040 NIL NIL
Carol Parkin 4,020 4,020 NIL NIL
Perry Keller 6,700 6,700 NIL NIL
Eva Mitchell 1,340 1,340 NIL NIL
Loretta Smaniotto 5,360 5,360 NIL NIL
Sharron Trickett 1,340 1,340 NIL NIL
Christopher Broun 2,680 2,680 NIL NIL
Eleanor Tjomsaas 8,000 8,000 NIL NIL
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Aaron Pauliuk 8,000 8,000 NIL NIL
Leigh King 1,340 1,340 NIL NIL
Emerald Hogan 1,340 1,340 NIL NIL
Daryl Sutherland 16,733 16,733 NIL NIL
566,000 B.C. Ltd. 6,000 6,000 NIL NIL
Karin Sickmueller 2,680 2,680 NIL NIL
Denis Brabant 3,417 3,417 NIL NIL
Craig Butler 14,000 14,000 NIL NIL
Gail Dance 1,340 1,340 NIL NIL
Anthony Sabatini 10,720 10,720 NIL NIL
516316 B.C. Ltd 13,400 13,400 NIL NIL
Warren Jensen 11,353 11,353 NIL NIL
391972 B.C. Ltd 27,000 27,000 NIL NIL
Kevin Mercier 1,000 1,000 NIL NIL
Laura Clarkson 5,000 5,000 NIL NIL
Shelley Vattoy 4,660 4,660 NIL NIL
Tara Cochrane 1,333 1,333 NIL NIL
Kelly Berget 2,680 2,680 NIL NIL
William J Horbachewsky 1,340 1,340 NIL NIL
Lila Cohoe 10,000 10,000 NIL NIL
Sherwood Wittmeier 13,340 13,340 NIL NIL
Chris Pilson 9,380 9,380 NIL NIL
Gary Mankulich 10,700 10,700 NIL NIL
Gary Galandie 13,400 13,400 NIL NIL
Wayne Siateckie 11,000 11,000 NIL NIL
Diane Amberidis 5,000 5,000 NIL NIL
Ruby Miller 6,700 6,700 NIL NIL
Rose Christiansen 2,000 2,000 NIL NIL
Bonnie Brisbin 5,353 5,353 NIL NIL
Mike Mankulich 26,658 26,658 NIL NIL
Ron Gervais 6,667 6,667 NIL NIL
Philip Pollard 10,000 10,000 NIL NIL
Linda Pollard 10,000 10,000 NIL NIL
Dragon Descent Holdings 266,000 266,000 NIL NIL
584798 B.C. Ltd. 134,000 134,000 NIL NIL
Anja C. Lou 10,000 10,000 NIL NIL
Alvin & Winona Wiens 5,000 5,000 NIL NIL
V. Brundin 6,670 6,670 NIL NIL
Grant Schultz 13,333 13,333 NIL NIL
Irene Ventress 20,000 20,000 NIL NIL
Maria Klippenstein 6,670 6,670 NIL NIL
Ken Glover & Associates
in trust For Dwaine
Anthony Prosk 6,670 6,670 NIL NIL
Robert & Julie Howard 8,000 8,000 NIL NIL
Danielle McFadyen 3,000 3,000 NIL NIL
Gerd Maria Katrina Schindel 6,000 6,000 NIL NIL
Renee Wilson 6,000 6,000 NIL NIL
Linda Andrews 2,000 2,000 NIL NIL
Selena Marzin 2,000 2,000 NIL NIL
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Marjorie Lynn Furber 2,000 2,000 NIL NIL
Lyons Hamilton 6,000 6,000 NIL NIL
Laurentian Bank of Canada
in trust For Steven
Pospolita SD 0201087 6,670 6,670 NIL NIL
Yorkton Securities Inc.
in trust for Gene
Lukomski RRSP 63-8596-7 10,000 10,000 NIL NIL
Investor Company in
trust for Norm Koch
Account #7P619ZS 53,340 53,340 NIL NIL
Investor Company in trust
for Craig Butler
Account #7P8451S 12,000 12,000 NIL NIL
HSBC Securities (Canada)
Inc. in Trust for
Dorothy Horbachewsky
Acc# 364994R 13,340 13,340 NIL NIL
Goepel McDermid Inc. in
trust for Rick Campbell
RRSP #15-E61S-5 13,340 13,340 NIL NIL
Roy Tjelta 100 100 NIL NIL
Harald Bredesen 25,000 25,000 NIL NIL
Brian Fuller 25,000 25,000 NIL NIL
Malcolm Crawford 25,000 25,000 NIL NIL
Ed Juchneiwicz 25,000 25,000 NIL NIL
The named party will beneficially own and will have sole voting and
investment power over all shares or rights to these shares. The
numbers in this table assume that none of the selling shareholders
sell shares of common stock not being offered in this prospectus or
purchase additional shares of common stock, and assumes that all
shares offered are sold.
None of the selling shareholders or their beneficial owners:
* have had a material relationship with the company other than
as a shareholder at any time within the past three years; or
* have ever been an officer or directors of the company or any
of its predecessors or affiliates within the past three years.
PLAN OF DISTRIBUTION
The initial distribution will be by International Bible Games to the
other selling shareholders of 3,376,973 shares of common stock of
Para Mas. The receiving selling shareholders may then sell some or
all of their common stock in one or more transactions, including
block transactions:
1. On such public markets or exchanges as the common stock may
from time to time be trading;
2. In privately negotiated transactions;
3. Through the writing of options on the common stock;
4. In short sales; or
5. In any combination of these methods of distribution.
The sales price to the public may be:
1. The market price prevailing at the time of sale;
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2. A price related to such prevailing market price; or
3. Such other price as the selling shareholders determine from
time to time.
We can provide no assurance that all or any of the common stock
offered will be sold by the selling shareholders. We are bearing all
costs relating to the registration of the common stock. The selling
shareholders, however, will pay any commissions or other fees payable
to brokers or dealers in connection with any sale of the common
stock.
The selling shareholders must comply with the requirements of the
Securities Act and the Securities Exchange Act in the offer and sale
of the common stock. In particular, during such times as the selling
shareholders may be deemed to be engaged in a distribution of the
common stock, and therefore be considered to be an underwriter, they
must comply with applicable law and may, among other things:
1. Not engage in any stabilization activities in connection with
our common stock;
2. Furnish each broker or dealer through which common stock may be
offered, such copies of this prospectus, as amended from time to
time, as may be required by such broker or dealer; and
3. Not bid for or purchase any of our securities or attempt to
induce any person to purchase any of our securities other than
as permitted under the Securities Exchange Act.
LEGAL PROCEEDINGS
We are not currently a party to any legal proceedings. Para Mas's
agent for service of process in Nevada is Michael A. Cane, 2300 W.
Sahara Ave., Suite 500, Las Vegas, NV 89102.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Our executive officers and directors and their respective ages as of
August 1, 2001 are as follows:
Directors:
Name of Director Age
-------------------- ---
Montel R. Hill 39
Don McFadyen 51
Mary Wiens 54
Executive Officers:
Name of Officer Age Office
-------------------- --- -------
Montel R. Hill 39 President
Don McFadyen 51 Secretary, Treasurer
The following information on the business experience of each director
and officer.
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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 was 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.
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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
Ms. Wiens worked in research and development for Destination TBG
Marketing & Development Corp., an Alberta Corporation. Also a
Co-founder of Destination Thee Bible Game. Ms. 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 IBG since April of 1997. Ms.
Wiens was also an officer and director of DTG from January of 1996
to 1997.
Term of Office
Our Directors are appointed for a one-year term to hold office until
the next annual general meeting of our shareholders or until removed
from office in accordance with our bylaws. Our officers are
appointed by our board of directors and hold office until removed by
the board.
Significant Employees
We have no significant employees other than the officers and
directors described above.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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.
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Name and address Amount of Percent
Title of class of beneficial owner beneficial ownership of class
-------------- ------------------- -------------------- -------
Common Stock Montel R. Hill 8,444,007 shares 17.5%
Director and President
6315 Nodding Night Court
Columbia, MD 21044
Common Stock Don McFadyen 7,413,007 shares 15.3%
Director,
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 All Officers and
Directors 26,623,027 shares (2) 55.1%
as a Group that consists
of three 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 &
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.
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DESCRIPTION OF SECURITIES
General
Our authorized capital stock consists of 10,000,000 shares of
preferred stock at a par value of $0.001 per share and 100,000,000
shares of common stock at a par value of $0.001 per share.
Common Stock
As of August 1, 2001, there were 48,294,395 shares of our common
stock issued and outstanding that were held by approximately 425
stockholders of record.
Holders of our common stock are entitled to one vote for each share
on all matters submitted to a stockholder vote. Holders of common
stock do not have cumulative voting rights. Therefore, holders of a
majority of the shares of common stock voting for the election of
directors can elect all of the directors. Holders of our common
stock representing a majority of the voting power of our capital
stock issued, outstanding and entitled to vote, represented in person
or by proxy, are necessary to constitute a quorum at any meeting of
our stockholders. A vote by the holders of a majority of our
outstanding shares is required to effectuate certain fundamental
corporate changes such as liquidation, merger or an amendment to our
Articles of Incorporation.
Subject to the rights of preferred shareholders, holders of common
stock are entitled to share in all dividends that the board of
directors, in its discretion, declares from legally available funds.
In the event of a liquidation, dissolution or winding up, each
outstanding share entitles its holder to participate pro rata in all
assets that remain after payment of liabilities and after providing
for each class of stock, if any, having preference over the common
stock. Holders of our common stock have no pre-emptive rights and no
conversion rights.
Preferred Stock
As of August 14, 2001, there were 70,500 shares of our preferred
stock issued and outstanding. Holders of the preferred shares are
entitled to receive cumulative dividends at the annual rate of 7% or
$.07 per share, payable quarterly. The dividends may be payable in
cash or through a dividend of additional shares of preferred shares.
Para Mas paid a $4,200 dividend to the holders of the preferred
shares during the years ended June 30, 2000 and 1999.
The preferred shares rank senior to the common shares. The preferred
shares have a liquidation preference of $1.00 per share plus any
declared and unpaid dividends.
The preferred shares are convertible, in whole or in part, at the
option of the holders thereof, into shares of common stock at an
amount equal to the average closing bid price of the common stock for
thirty days immediately preceding the conversion divided by the
liquidation preference of $1.00 per share.
Para Mas may, at its option, convert the preferred shares into common
stock by dividing the average closing price of the common stock over
a 20 day period by the liquidation preference of $1.00 per share. In
order to exercise this option, the average price of the common stock
must be at least $1.50 per share.
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INTERESTS OF NAMED EXPERTS AND COUNSEL
No expert or counsel named in this prospectus as having prepared or
certified any part of this prospectus or 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 registrant or any of its parents or subsidiaries.
Nor was any such person connected with the registrant or any of its
parents or subsidiaries as a promoter, managing or principal
underwriter, voting trustee, director, officer, or employee.
Stefanou & Company, LLP, independent accountants, of McLean,
Virginia, audited our financial statements and presented their report
with respect to the audited financial statements. The report of
Stefanou & Company, LLP was given upon their authority as experts in
accounting and auditing.
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES
ACT LIABILITIES
Our directors and officers are indemnified as provided by the Nevada
Revised Statutes and our Bylaws. We have been advised that in the
opinion of the Securities and Exchange Commission indemnification for
liabilities arising under the Securities Act is against public policy
as expressed in the Securities Act, and is, therefore, unenforceable.
In the event that a claim for indemnification against such
liabilities is asserted by one of our directors, officers, or
controlling persons in connection with the securities being
registered, we will, unless in the opinion of our legal counsel the
matter has been settled by controlling precedent, submit the question
of whether such indemnification is against public policy to a court
of appropriate jurisdiction. We will then be governed by the court's
decision.
DESCRIPTION OF BUSINESS
History
Para Mas was incorporated on June 6, 1994 as U.S. Medical Management,
Inc., a subsidiary of Waterloo Wheels, Inc., a British Columbia
company. On June 27, 1994, the shareholders of Waterloo Wheels
exchanged all of their shares for shares in U.S. Medical Management
and Waterloo Wheels was dissolved. The activities of Waterloo Wheels
and U.S. Medical Management were confined to organizational matters
and identifying business opportunities. They conducted no business.
In June 1995, U.S. Medical Management acquired the business of Ken
Venturi Golf Centers, Inc. and changed its name to Ken Venturi Golf,
Inc. ("KVGI"). KVGI was listed on the OTC Bulletin Board and was
engaged in franchising indoor golf training centers under a license
from Ken Venturi, a noted golf professional. The business of KVGI did
not succeed and the company ceased operations in May 1997. Upon
ceasing operations, Para Mas attempted to locate and negotiate the
acquisition of other business opportunities. On November 1, 2000,
Para Mas acquired the business assets of International Bible Games
Inc. and Destination T.B.G. Development & Marketing Corp. With these
assets we will conduct the business operations as described below.
16
<Page>
Business Operations
A. MISSION STATEMENT
"To be dominant in alternative interactive on-line services,
entertainment, web brands and e-commerce throughout the worldwide
Christian marketplace."
Our purpose is to develop, source and distribute Christian and
family oriented products and services that fill the entertainment and
business services void in the worldwide Christian marketplace. We
have two primary lines of business, an interactive Internet
service provider ("ISP"), CFun Network ("CFUNNET") and a business
services unit, Cbusiness Services Network ("CFUNBIZ).
CFUNNET is focused on the development and distribution of Bible
games. In addition to its proprietary game development, it 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. Our 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. We are currently
designing and building its web portal. The CFUNNET web portal will
be launched in the fourth quarter of 2001.
CFUNBIZ will develop and operate branded business services that
will operate across multiple services and platforms. Its business
services will be divided into three major product groups, including
financial services, professional services and affinity products.
Financial services' brands will include American Church Funding, a
real estate and equipment financing business and Parable Investment
Strategies, an investment management and advisory service.
Professional services' brands will include H&R Auditing and H&R
Consulting, professional services firms specializing in providing
technical services to churches.
CFUNBIZ will also build 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 our business strategy for its ISP and affinity products
and services is to develop a core of strategic alliances. Alliance
partnerships are currently being considered with unique web
content providers and select business service providers. In essence,
we plan to develop a "Dream Team" of
17
<Page>
strategic partners that are capable of supplying the quality content
and products that the Christian consumer demands by utilizing our
private labels and proprietary systems.
Our current business objectives are to:
(1) Obtain $5 million of capital to complete the development of our
Web portal, design and produce marketing collateral for
distribution of the Company's services to churches, and
provide working capital for general uses. We plan on
conducting a private offering to obtain the initial $1 million
in funding during the first quarter of 2002. We then plan to
conduct a public offering to obtain the remaining $4 million in
funding, sometime in the second quarter of 2002.
(2) Complete negotiations with strategic web content and 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
It is our experience that the Christian market in North America is a
growing market. Traditional sectors within the Christian market have
included products such as books and music. More recently, other
products targeted to the Christian market have been introduced such
as games. It is in the new Christian product areas that Para Mas
hopes to make its presence felt. Although some companies have begun
to focus on these new product lines, we think the Church market
remains largely under-served.
Our target business to business market is independent Protestant
churches representing 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
are significant. It is our experience that 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 Para Mas.
There are two companies currently on the Internet that will
compete with Para Mas 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 that
we have in our business plan.
America Online, Microsoft and other ISP's also represent competition
for our online service provider. However, these companies do not
focus their marketing on the Christian niche.
We believe we can compete in the Christian game market by focusing on
fun rather than religious education which seems to be the predominant
focus of current Christian game makers. We also hope to gain
competitive advantage though creating and marketing a diversity of
Christian products.
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C. INTERNATIONAL CHRISTIAN MARKET
The international market for our 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. We plan to have our web-portal
and game products available in Spanish within the first year of the
initial launch.
D. INTERNET MARKET OVERVIEW
The Internet revolution has opened a new avenue for the Christian
market just as it has done for other markets. 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. We have not been able to locate any dominant
companies on the Internet that focus on Christian entertainment
and business services. We believe that this will create an
opportunistic entry for Para Mas.
E. MARKETING STRATEGIES
CFUNNET'S marketing goals are 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 will be
part of what will be called the National Parable Project, a
proprietary promotional and advisory network formed by Para Mas.
The National Parable Project will also be used to build our
post development subscriber base.
(2) Create immediate consumer awareness of Para Mas and create
demand for its products through media (i.e. cable television,
print, radio and Internet) endorsements by prominent clergy,
Christian athletes and entertainers.
(3) Grow through the acquisition of select competitors and
unique content providers. There are an array of acquisition
targets that combined provide Para Mas 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 our 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.
We have no specific target dates of when any of our marketing efforts
will commence. All marketing efforts are contingent upon the receipt
of equity funding we plan to raise in the next fiscal year.
F. MANUFACTURING
Manufacturing of our product groups will be out-sourced to full
turnkey operations.
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DESCRIPTION OF PROPERTY
Our offices are located at the present time at 10440 Little Patuxent
Parkway, Suite 300, Columbia, Maryland 21044. The offices are being
provided at the present time by our president as an accommodation to
Para Mas until such time as Para Mas can procure operating revenue or
equity funding.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Except as set forth below in this section, none of the following
parties has during the last two years had any material interest,
direct or indirect, in any transaction with us or in any presently
proposed transaction that has or will materially affect us:
* Any of our directors or officers;
* Any person proposed as a nominee for election as a director;
* Any person who beneficially owns, directly or indirectly, shares
carrying more than 5% of the voting rights attached to our
outstanding shares of common stock;
* Any of our promoters;
* Any relative or spouse of any of the foregoing persons who has
the same house as such person.
On or about November 1, 2000, 7,888,013 common shares were issued to
Destination T.B.G. Development & Marketing Corp. in exchange for
business assets related to the business of International Bible Games
Inc., a Canadian corporation. Ms. Mary Wiens, a director of Para
Mas, owns 50% of Destination T.B.G. Development & Marketing Corp.
The other 50% of Destination T.B.G. Development & Marketing Corp. is
owned by Murray McFadyen, the spouse of Mary Wiens and the brother of
Don McFadyen, the secretary/treasurer and a director of Para Mas.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Our common shares are listed on the OTC Electronic Bulletin Board
under the symbol PMII. The following table sets forth the high and
low bid information for Para Mas for the periods indicated.
High Low
April - June, 2001 0.440 0.040
January - March, 2001 1.240 0.060
October - December, 2000 4.120 0.000
July - September, 2000 2.000 0.000
April - June, 2000 2.125 0.000
January - March, 2000 2.562 0.000
October - December, 1999 3.000 1.500
July - September, 1999 2.000 0.000
April - June, 1999 0.125 0.125
January - March, 1999 0.125 0.125
October - December, 1998 0.250 0.000
July - September, 1998 0.250 0.250
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The source of the quotation information since July, 2000, is
Financialweb.com. The source of the quotation information before
that time is the financial records of Para Mas.
The quotations reflect inter-dealer prices, without retail mark-up,
mark-down or commission and may not represent actual transactions.
As of August14, 2001, we had 425 registered shareholders. We have
not declared any dividends on our common stock, and we do not plan to
declare any dividends in the foreseeable future. However, there are
no restrictions in our articles of incorporation or bylaws that
prevent us from declaring dividends. The Nevada Revised Statutes,
however, do prohibit us from declaring dividends where, after giving
effect to the distribution of the dividend:
1. we would not be able to pay our debts as they become due in the
usual course of business; or
2. our total assets would be less than the sum of our total
liabilities plus the amount that would be needed to satisfy the
rights of shareholders who have preferential rights superior to
those receiving the distribution.
EXECUTIVE COMPENSATION
Summary Compensation Table
The table below summarizes all compensation awarded to, earned by, or
paid to our executive officers by any person for all services
rendered in all capacities to us for the fiscal period ended July 1, 2001.
Annual Compensation Long Term Compensation
------------------- ----------------------
Other Restricted All
Annual Stock Options/* LTIP Other
Compen- Awarded SARs pay- Compen-
Name Title Year Salary Bonus sation (#) outs($) sation
---- --------- ---- ------ ----- ------ ---------- ------- ------- -------
Montel Ended -0- 0 0 1,499,067 0 0 0
Hill President,6/30/
CEO and 2001
Director
Don Secretary,Ended 40,200 0 0 612,920 0 0 0
McFadyen Treas- 6/30/
urer, 2001
and
Director
Mary Director Ended 27,530 0 0 0 0 0 0
Wiens 6/30/
2001
Stock Option Grants
We did not grant any stock options to the executive officers during
our most recent fiscal year ended June 30, 2001. We have also not
granted any stock options to the executive officers since June 30,
2001.
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FINANCIAL STATEMENTS
Index to financial statements:
Page
- Unaudited Consolidated Balance Sheet, March 31, 2001 F-1
- Unaudited Consolidated Statements of Losses, for the
three months ended March 31, 2001 and 2000, for the
nine months ended March 31, 2001 and 2000, and for the
period from inception on April 11, 1997
through March 31, 2001 F-2
- Unaudited Consolidated Statements of Cash Flows, for the
Nine months ended March 31, 2001 and 2000 and for the
period from inception on April 11, 1997
through March 31, 2001 F-3
- Notes to Unaudited Consolidated Financial Statements F-4 to F- 5
- Independent Auditors' Report F-6
- Balance Sheet at June 30, 2000 and 1999 F-7
- Statements of Losses for the two years ended
June 30, 2000 and 1999 F-8
- Statements of Deficiency in Stockholders' Equity for the
two years ended June 30, 2000 and 1999 F-9
- Statements of Cash Flows for the two years ended June 30,
2000 and 1999 F-10
- Notes to Financial Statements F-11 to F-16
22
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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
--------
Total current assets $ 74,811
Property and Equipment, net 4,720
Total Assets $ 79,531
========
LIABILITIES & DEFICIENCY IN STOCKHOLDERS EQUITY
CURRENT LIABILITIES:
Accounts Payable and Accrued Expenses $ 175,028
Loan Payable 16,750
Note Payable - Current Portion 578,075
---------
Total Current Liabilities 769,853
Convertible Debentures, long term 304,358
Capitalized Lease Obligations, long term 910
--------
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)
-----------
Deficiency in Stockholders' Equity $ (995,590)
$ 79,531
See Accompanying Notes
F-1
<Page>
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
-------------- --------------
Total Expenses $ 101,128 $ 1,907,439
Net Loss (101,128) (1,884,382)
Preferred Stock Dividends - (1,050)
-------------- --------------
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
F-2
<Page>
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
F-3
<Page>
Para Mas Internet, Inc.
(A Development Stage Company)
Notes to Financial Statements
(Unaudited)
Note A - Business Combination
-----------------------------
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.
F-4
<Page>
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
===========
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
------------------------------
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.
F-5
<Page>
STEFANOU & COMPANY, LLP
CERTIFIED PUBLIC ACCOUNTANTS
1360 Beverly Road
Suite 305
McLean, VA 22101-3621
703-448-9200
703-448-3515 (fax)
Philadelphia, PA
------------------------------------------------------------------------------
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors
Para Mas Internet, Inc.
Los Angles, California
We have audited the accompanying balance sheet of Para
Mas Internet, Inc., a Nevada corporation, as of June 30, 2000
and 1999 and the related statements of losses, deficiency
in stockholders' equity, and cash flows for the years then
ended . These financial statements are the responsibility of
the company's management. Our responsibility is to express
an opinion on these financial statements based upon our
audit.
We conducted our audit in accordance with generally
accepted auditing standards. Those standards require that we
plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatements. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to
above present fairly, in all material respects, the financial
position of Para Mas Internet, Inc. of June 30, 2000 and
1999, and the results of its operations and its cash flows
for the years then ended in conformity with generally
accepted accounting principles.
The accompanying financial statements have been
prepared assuming the Company will continue as a going
concern. As discussed in Note G to the financial statements,
the Company has suffered recurring losses from operations and
has no established source of revenue. This raises substantial
doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are also
described in Note G. The financial statements do not include
any adjustments that might result form the outcome of this
uncertainty.
/s/ Stefanou & Company , LLP
----------------------------
Stefanou & Company, LLP
McLean, Virginia
July 10, 2000
F-6
<Page>
PARA MAS INTERNET, INC.
BALANCE SHEET
JUNE 30, 2000 AND 1999
ASSETS
June 30, 2000 June 30, 1999
------------- -------------
CURRENT ASSETS:
Cash $ - $ -
------------- -------------
Total current assets $ - $ -
============= =============
LIABILITIES AND DEFICIENCY IN STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses $ 2,169 $ 8,072
Note payable 15,000 15,000
Notes payable- related party (Note E) - 42,803
------------- -------------
Total current liabilities 17,169 65,875
DEFICIENCY IN STOCKHOLDERS' EQUITY
(NOTES B and C):
Preferred stock, par value,
$.001 per share;
authorized 10,000,000 shares;
68,400 shares issued at June 30, 2000
and 64,200 shares issued at June 30, 1999 68,400 64,200
Common stock, par value, $ .001 per share;
authorized, 100,000,000 shares; 44,127,695
shares issued at June 30, 2000 and
4,127,569 and June 30, 1999 44,128 4,127
Additional paid in capital 1,415,949 1,407,661
Accumulated deficit (1,545,646) (1,541,863)
------------- -------------
(17,169) (65,875)
------------- -------------
$ - $ -
============= =============
See accompanying notes to financial statements
F-7
<Page>
PARA MAS INTERNET, INC.
STATEMENT OF LOSSES
FOR THE YEARS ENDED JUNE 30, 2000 AND 1999
June 30, 2000 June 30, 1999
------------- -------------
Other (income) expense:
Interest expense $ 3,783 $ 4,399
------------- -------------
Other expense 3,783 4,399
Net loss 3,783 4,399
Preferred stock dividends 4,200 4,200
Net loss available to common
shareholders (Note C) $ 7,983 $ 8,599
============= =============
Loss per share:
Basic and diluted $ .00 $ .00
============= =============
Basic and diluted 10,013,099 4,127,569
============= =============
See accompanying notes to financial statements
F-8
<Page>
PARA MAS INTERNET, INC.
STATEMENT OF DEFICIENCY IN STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED JUNE 30, 2000 AND 1999
Pre- Addi-
Pre- Common ferred tional Accu-
Common ferred Stock Stock Paid in mulated
Shares Shares Amount Amount Capital Deficit Total
---------- ------- ------ ------- ---------- ----------- ---------
Balance at
June 30, 1998 4,127,569 60,000 $ 4,127 $60,000 $1,411,861 $(1,537,464)$(61,476)
Preferred
stock
dividend - 4,200 - 4,200 (4,200) - -
Net loss - - - - - (4,399) (4,399)
---------- ------- ------ ------- ---------- ----------- ---------
Balance at
June 30,
1999 4,127,569 64,200 4,127 64,200 1,407,661 (1,541,863) (65,875)
Preferred
stock
dividend - 4,200 - 4,200 (4,200) - -
Common stock
issued in
exchange
for debt
(Notes B
and E) 40,000,000 - 40,000 - 12,489 - 52,489
Adjustment 126 - 1 - (1) - -
Net loss - - - - - (3,783) (3,783)
---------- ------ ------- ------- ---------- ---------- ---------
Balance at
June 30,
2000 44,127,695 68,400 $44,128 $68,400 $1,415,949$(1,545,646)$(17,169)
========== ====== ======= ======= ========== ========== =========
See accompanying notes to financial statements
F-9
<Page>
PARA MAS INTERNET, INC.
STATEMENT OF CASH FLOWS
FOR THE YEARS ENDED JUNE 30, 2000 AND 1999
June 30, 2000 June 30, 1999
------------- -------------
Cash flows from operating activities:
Net loss $ (3,783) $ (4,399)
Change in assets and liabilities:
Adjustments to reconcile net
loss to net cash provided
by operating activities:
Common stock issued in
exchange for debt 52,489
Repayment of notes payable-shareholders (42,803) -
Increase (decrease) in:
Accounts payable and accrued expenses (5,903) (4,399)
------------- -------------
Net cash provided (used) by operating activities - -
Cash flows from financing activities
Net cash provided by financing activities - -
------------- -------------
Net decrease in cash and equivalents - -
------------- -------------
Cash - beginning of period 0 0
------------- -------------
Cash - end of period $ 0 $ 0
============= =============
Supplemental Disclosure of Cash
Flow Information:
Cash paid during the year for interest $ - $ -
Cash paid during the year for taxes - -
Common issued in exchange for debt 52,489 -
Preferred stock dividends paid in
additional preferred shares 4,200 4,200
See accompanying notes to financial statements
F-10
<Page>
PARA MAS INTERNET, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2000 AND 1999
NOTE A-SUMMARY OF ACCOUNTING POLICIES
A summary of the significant accounting policies applied in
the preparation of the accompanying financial statements
follows.
Business Operations
-------------------
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. 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.
On April 17, 2000, Para Mas completed a Stock Exchange
Agreement with Lapitos Acquisition Corporation ("Lapitos")
in a transaction accounted for using the purchase method of
accounting. The total purchase price and carrying value of
net assets acquired of the Lapitos was $ 1. From Lapito's
inception , until the date of the exchange, Lapitos was an
inactive corporation with no assets and liabilities.
Effective with the exchange, all previously outstanding
common stock, preferred stock, options and warrants owned by
Lapitos stockholders were exchanged for an aggregate of 1,000
shares of Para Mas's common stock. The value of the stock
that was issued was the historical cost of Lapitos's net
tangible assets, which did not differ materially from their
fair value. In accordance with Accounting Principles Opinion
No. 16, Para Mas was the acquiring entity.
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 June 30, 2000 the Company has an
accumulated deficit of $ 1,545,646.
F-11
<Page>
PARA MAS INTERNET, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2000 AND 1999
NOTE A-SUMMARY OF ACCOUNTING POLICIES ( continued)
Income Taxes
------------
Income taxes are provided based on the liability method for
financial reporting purposes in accordance with the
provisions of Statements of Financial Standards No. 109,
"Accounting for Income Taxes". Deferred and prepaid taxes
are provided for on items which are recognized in different
periods for financial and tax reporting purposes.
Cash Equivalents
----------------
For purposes of the Statements of Cash Flows, the Company
considers all highly liquid debt instruments purchased with a
maturity date of three months or less to be cash equivalents.
Intangible Assets
-----------------
Organization costs incurred after December 31, 1999 will be
expensed as incurred in accordance with AICPA Statement of
Position 98-5.
Stock Based Compensation
------------------------
The Company accounts for stock transactions in accordance
with APB Opinion 25, "Accounting for Stock Issued to
Employees." In accordance with statement of Financial
Accounting Standards No. 123, "Accounting for Stock Based
Compensation," the Company has adopted the proforma
disclosure requirements.
Liquidity
---------
As shown in the accompanying financial statements, the
Company incurred a net loss of $ 3,783 during the year
ended June 30, 2000 and $ 4,399 during the year ended June
30, 1999.
Comprehensive Income
--------------------
The Company does not have any items of comprehensive income
in any of the periods presented.
F-12
<Page>
PARA MAS INTERNET, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2000 AND 1999
NOTE A-SUMMARY OF ACCOUNTING POLICIES ( continued)
Net Loss Per Share
------------------
Losses per common share for the years ended June 30, 2000
and 1999 are based upon 10,013,099 and 4,127,569 shares
respectively, representing the weighted average number of
shares outstanding.
Earnings Per Share
------------------
The Company has adopted Statement of Financial Accounting
Standard No. 128, "Earnings Per Share," specifying the
computation, presentation and disclosure requirements of
earnings per share information. Basic earnings per share has
been calculated based upon the weighted average number of
common shares outstanding. Stock options and warrant's have
been excluded as common stock equivalents in the diluted
earnings per share because they are either antidilutive, or
their effect is not material. There is no effect on earnings
per share information for the years ended June 30, 1999 and
1998 relating to the adoption of this standard.
Use of Estimates
----------------
The preparation of financial statements in conformity with
generally accepted accounting principles requires management
to make estimates and assumptions that affect certain
reported amounts and disclosures. Accordingly, actual
results could differ from those estimates.
F-13
<Page>
PARA MAS INTERNET, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2000 AND 1999
NOTE B-CAPITAL STOCK
In November, 1997, the Company approved, by unanimous consent
of its Board of Directors, to amend the Company's articles of
incorporation to increase the number of shares of common
stock, par value $.001 per share from 25,000,000 shares to
100,000,000 shares and to create 10,000,000 shares of
preferred stock, par value $.001 per share.
In addition, on November 18, 1997, the Company, by unanimous
consent of its Board of Directors, approved a reverse stock
split of one (1) share for one hundred (100) shares of common
stock outstanding effective for shareholders of record as of
November 18, 1997. The financial statements at June 30, 1998
give effect to the reverse split as of June 30, 1997.
Share amounts presented in the balance sheets and statements
of deficiency in stockholders' equity reflect the actual
share amounts outstanding for each period presented.
NOTE C- PREFERRED STOCK
In May 1998, the Company issued 60,000 shares of Series B 7%
Cumulative Redeemable Convertible Preferred Stock ("Preferred
Shares") in exchange for legal services rendered to the
Company . Holders of the Preferred Shares are entitled to
receive cumulative cash dividends at the annual rate of 7%
per annum, or $.07 per share, payable quarterly. The
dividends may be payable in cash or through a dividend of
additional shares of Preferred Shares. The Company paid a $
4,200 Series B Preferred Stock dividend to the holders of
the Preferred Shares during the years ended June 30, 2000 and
1999, respectively.
The Preferred Shares rank senior to the common stock. The
Preferred Shares have a liquidation preference of $ 1.00 per
share plus any and all declared and unpaid dividends.
The Preferred Shares are convertible, in whole or in part ,
at the option of the holders thereof, into shares of common
stock at amount equal to the Company's average closing bid
price of the common stock for thirty days immediately
preceding the conversion divided by the liquidation
preference of $1.00 per share.
The Company may, at its option, convert the Preferred Shares
into the Company's common stock by dividing the average
closing price of the Company's common stock over a twenty
(20) day period by the liquidation preference of $1.00 per
share. In order to exercise this option, the average price of
the Company's common stock must be at least $1.50 per share.
F-14
<Page>
PARA MAS INTERNET, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2000 AND 1999
NOTE D-INCOME TAXES
The Company has adopted Financial Accounting Standard number
109 which requires the recognition of deferred tax
liabilities and assets for the expected future tax
consequences of events that have been included in the
financial statement or tax returns. Under this method,
deferred tax liabilities and assets are determined based on
the difference between financial statements and tax bases of
assets and liabilities using enacted tax rates in effect for
the year in which the differences are expected to reverse.
Temporary differences between taxable income reported for
financial reporting purposes and income tax purposes are
insignificant.
At June 30, 2000, the Company has available for federal
income tax purposes a net operating loss carryforward of
$1,545,000 expiring the year 2020 that may be used to offset
future taxable income. The future utilization of the
operating loss carryforwards or the time period in which the
carryforwards could be utilized could be limited. The
deferred tax asset related to the carryforward is
approximately $ 525,000. The Company has provided a
valuation reserve against the full amount of the net
operating loss benefit, since in the opinion of management
based upon the earnings history of the Company, it is more
likely than not that the benefits will not be realized. Due
to significant changes in the Company's ownership, the
Company's future use of its existing net operating losses may
be limited.
Components of deferred tax assets as of June 30, 2000 are as
follows:
Non current:
Net operating loss carryforward $ 525,000
Valuation allowance (525,000)
=========
Net deferred tax asset $ -
=========
NOTE E-NOTES PAYABLE-RELATED PARTY
The Company's principal shareholder has advanced funds to the
Company for the purpose of meeting various working capital
requirements. These advances are in the form of unsecured
demand notes with interest at the prime lending rate plus 3%
per annum. During the year ended June 30, 2000, the Company
issued 40,000,000 shares of the Company's restricted common
stock to the shareholder in exchange for payment the
demand notes, together with accrued and unpaid interest,
aggregating $ 52,489.
F-15
<Page>
PARA MAS INTERNET, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2000 AND 1999
NOTE F-LOSSES PER COMMON SHARE
The following table presents the computation of basic and
diluted loss per share at June 30, 2000 and 1999:
2000 1999
---- ----
Net loss $ (3,783) $ (4,399)
Preferred stock dividends 4,200 4,200
-------- --------
Net loss available for
common shareholders (7,983) (8,599)
Basic and fully diluted
loss per share $ (.00) $ (.00)
Weighted average common
shares outstanding 10,013,099 4,127,569
========== =========
Net loss per share is based upon the weighted average number
of shares of common stock outstanding.
NOTE G-GOING CONCERN MATTERS
The accompanying financial statements have been prepared on a
going concern basis, which contemplates the realization of
assets and the satisfaction of liabilities in the normal
course of business. As shown in the financial statements
during the years ended June 30, 2000 and 1999, the Company
incurred losses of $ 3,783 and $4,399, respectively. These
factors among others may indicate that the Company will be
unable to continue as a going concern for a reasonable period
of time.
The financial statements do not include any adjustments
relating to the recoverability and classification of
liabilities that might be necessary should the Company be
unable to continue as a going concern. The Company's
continuation as a going concern is dependent upon its ability
to generate sufficient cash flow to meet its obligations on a
timely basis, to obtain additional financing as may be
required, and ultimately to attain profitability.
F-16
<Page>
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
We have had no changes in or disagreements with our accountants.
AVAILABLE INFORMATION
We have filed a registration statement on form SB-2 under the
Securities Act of 1933 with the Securities and Exchange Commission
with respect to the shares of our common stock offered through this
prospectus. This prospectus is filed as a part of that registration
statement and does not contain all of the information contained in
the registration statement and exhibits. Statements made in the
registration statement are summaries of the material terms of the
referenced contracts, agreements or documents of the company and are
not necessarily complete. We refer you to our registration statement
and each exhibit attached to it for a more complete description of
matters involving the company, and the statements we have made in
this prospectus are qualified in their entirety by reference to these
additional materials. You may inspect the registration statement,
exhibits and schedules filed with the Securities and Exchange
Commission at the Commission's principal office in Washington, D.C.
Copies of all or any part of the registration statement may be
obtained from the Public Reference Section of the Securities and
Exchange Commission, 450 Fifth Street, N.W., Washington, D.C. 20549.
Please call the Commission at 1-800-SEC-0330 for further information
on the operation of the public reference room. The Securities and
Exchange Commission also maintains a web site at http://www.sec.gov
that contains reports, proxy statements and information regarding
registrants that file electronically with the Commission. Our
registration statement and the referenced exhibits can also be found
on this site.
Until ______, all dealers that effect transactions in these securities
whether or not participating in this offering, may be required to
deliver a prospectus. This is in addition to the dealer' obligation to
deliver a prospectus when acting as underwriters and with respect to
their unsold allotments or subscriptions.
23
<Page>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 24. 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:
(i) 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;
(ii) 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;
(iii) a transaction from which the director derived an improper
personal profit; and
(iv) willful misconduct.
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 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
24
<Page>
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 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated costs of this offering are as follows:
Securities and Exchange Commission registration fee $ 34
Federal Taxes $ NIL
State Taxes and Fees $ NIL
Transfer Agent Fees $ NIL
Accounting fees and expenses $ 3,000
Legal fees and expenses $ 10,000
Miscellaneous $ 1,000
--------
Total $ 15,034
========
-----------------------------------------------------------------------
All amounts are estimates other than the Commission's registration fee.
We are paying all expenses of the offering listed above. No portion
of these expenses will be borne by the selling shareholders. The
selling shareholders, however, will pay any other expenses incurred
in selling their common stock, including any brokerage commissions or
costs of sale.
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES
During the fiscal year ended June 30, 1999, 4,200 shares of Series B 7%
Cumulative Redeemable Preferred Stock were issued to one person as a
dividend on preferred shares held by that person. The transaction was
an isolated transaction and was exempt from registration under the
Securities Act of 1933 pursuant to Section 4(2) of the 33'Act because
of not being part of a public offering.
On January 6, 2000, Para Mas issued 40,000,000 shares of common stock
to TransGlobal Financial Corporation in exchange for payment of the
demand notes, together with accrued and unpaid interest, aggregating
$52,489. Mr. Mike M. Mustafoglu, who was at that time the president
and sole director of Para Mas, was also the sole director and
shareholder of TransGlobal Financial. The transaction was an isolated
transaction and was exempt from registration under the 33' Act
pursuant to Section 4(2) of the 33' Act because of not being part of a
public offering.
During the fiscal year ended June 30, 2000, 4,200 shares of Series B 7%
Cumulative Redeemable Preferred Stock were issued to one person as a
dividend on preferred shares held by that person. The transaction was
an isolated transaction and was exempt from registration under the
Securities Act of 1933 pursuant to Section 4(2) of the 33'Act because
of not being part of a public offering.
During the fiscal quarter ended September 30, 2000, 1,050 shares of
Series B 7% Cumulative Redeemable Preferred Stock were issued to one
person as a dividend on preferred shares held by that person. The
transaction was an isolated transaction and was exempt from
registration under the Securities Act of 1933 pursuant to Section 4(2)
of the 33'Act because of not being part of a public offering.
25
<Page>
During the fiscal quarter ended December 31, 2000, 1,050 shares of
Series B 7% Cumulative Redeemable Preferred Stock were issued to one
person as a dividend on preferred shares held by that person. The
transaction was an isolated transaction and was exempt from
registration under the Securities Act of 1933 pursuant to Section 4(2)
of the 33'Act because of not being part of a public offering.
On or about November 1, 2000, 7,888,013 common shares were issued to
Destination T.B.G. Development & Marketing Corp. in exchange for
business assets related to the business of International Bible Games
Inc., a Canadian corporation. The transaction was an isolated
transaction and was exempt from registration under the Securities Act
of 1933 pursuant to Section 4(2) of the 33'Act because of not being
part of a public offering. Ms. Mary Wiens, a director of Para Mas,
owns 50% of Destination T.B.G. Development & Marketing Corp.
On or about November 1, 2000, 1,499,067 common shares were issued to
Montel Hill in exchange for consulting services. The transaction was
an isolated transaction and was exempt from registration under the
Securities Act of 1933 pursuant to Section 4(2) of the 33'Act because
of not being part of a public offering. Mr. Hill is the president and
a director of Para Mas.
On or about November 1, 2000, 612,920 common shares were issued to Don
McFadyen in exchange for consulting services. The transaction was an
isolated transaction and was exempt from registration under the
Securities Act of 1933 pursuant to Section 4(2) of the 33'Act because
of not being part of a public offering. Mr. McFadyen is the
secretary/treasurer and a director of Para Mas.
ITEM 27. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
-------- -----------------------------
3.1 Articles of Incorporation (1)
3.2 By-Laws (1)
4.1 Share Certificate
10.1 Acquisition Agreement
10.2 License Renewal Agreement
10.3 Consulting Agreement
23.1 Consent of Stefanou & Company, LLP, Accountants
(1) Previously filed as an exhibit to the Company's Form 10KSB on
September 20, 2000.
ITEM 28. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(a) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(b) To reflect in the prospectus any facts or events arising
after the effective date of this registration statement, or
most recent post-effective amendment, which, individually
or
26
<Page>
in the aggregate, represent a fundamental change in the
information set forth in this registration statement; and
(c) To include any material information with respect to the
plan of distribution not previously disclosed in this
registration statement or any material change to such
information in the registration statement.
2. That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment
any of the securities being registered hereby which remain unsold
at the termination of the offering.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to our directors, officers and
controlling persons pursuant to the provisions above, or otherwise,
we have been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act, and is, therefore, unenforceable.
In the event that a claim for indemnification against such
liabilities, other than the payment by us of expenses incurred or
paid by one of our directors, officers, or controlling persons in the
successful defense of any action, suit or proceeding, is asserted by
one of our directors, officers, or controlling person sin connection
with the securities being registered, we will, unless in the opinion
of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification is against public policy as expressed in the
Securities Act, and we will be governed by the final adjudication of
such issue.
27
<Page>
SIGNATURES
In accordance with the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form SB-2 and
authorized this registration statement to be signed on its behalf by
the undersigned, in the City of Columbia, Maryland on August 31,
2001.
PARA MAS INTERNET, INC.
By: /s/ Montel R. Hill
_________________________
Montel R. Hill, President
POWER OF ATTORNEY
ALL MEN BY THESE PRESENT, that each person whose signature appears
below constitutes and appoints Montel R. Hill, his true and lawful
attorney-in-fact and agent, with full power of substitution and re-
substitution, for him and in his name, place and stead, in any and
all capacities, to sign any and all pre- or post-effective amendments
to this registration statement, and to file the same with all
exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be
done in and about the premises, as fully to all intents and purposes
as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any one of them, or
their or his substitutes, may lawfully do or cause to be done by
virtue hereof.
In accordance with the requirements of the Securities Act of 1933,
this registration statement was signed by the following persons in
the capacities and on the dates stated.
SIGNATURE CAPACITY IN WHICH SIGNED DATE
/s/ Montel R. Hill President and Director August 31, 2001
--------------------
Montel R. Hill
/s/ Don McFadyen
-------------------- Secretary, Treasurer
Don McFadyen and Director August 31, 2001
/s/ Mary Wiens
-------------------- Director August 31, 2001
Mary Wiens
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