U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): October 7, 2004
PARAFIN CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Nevada 0-9071 74-2026624
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
27127 Calle Arroyo, Suite 1923, San Juan Capistrano, California 92675
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (877) 613-3131
_______________________________________
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (See General Instruction A.2 below):
[ ] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-
2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-
4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On December 6, 2004, the Registrant entered into an agreement
with Guarani Exploration and Development Corporation for the purpose
of the Registrant potentially acquiring an 80% interest in a license
to explore the 2,456,453 hectares (approximately 5,986,000 acres) in
the Alto Parana Block, Alto Parana Province, Paraguay (See Exhibit
10.1). This license has been applied for by Guarani with the
Government of Paraguay under that country's Hydrocarbon Law. Under
the terms of this agreement, within 30 days following the approval of
such a license the Registrant is to deposit the sum of $150,000 with
Guarani. On or before 60 days thereafter, the Registrant is to
deposit with Guarani an additional sum of $350,000. Prior to the
date to be stipulated in a license for completing the initial
drilling obligations, the Registrant is to finance the "Work
Program", as defined in the agreement. The agreement estimates that
the items to be performed under the Work Program will not exceed
$3,500,000. The company is looking at several different financing
sources for the capital that will be required to fund operations if
Guarani receives license approval; the terms of this agreement are
conditioned on such approval.
This agreement was announced in a press release on December 6,
2004 (see Exhibit 99 to this Form 8-K).
In connection with this agreement, the Registrant has entered
into a consulting agreement with Robert McGowan (see Exhibit 10.2).
Under this agreement, which has a term of 120 days, Mr. McGowan will
be performing certain geologic services and consulting related to the
agreement with Guarani Exploration and Development Corporation.
Under the terms of this agreement, Mr. McGowan will be paid the sum
of 5,000,000 free trading shares of common stock registered under
Form S-8 in the following manner: (a) 2,000,000 shares for work done
prior to November 30, 2004; (b) 2,000,000 shares 30 days of an
agreement being concluded between the Registrant and Guarani; and (c)
1,000,000 shares upon commencement of drilling for hydrocarbons on
the said Alto Parana Block.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
(a) On October 18, 2004, the warrants issued in connection with
the sale on August 23, 2004 of 25,000,000 restricted shares of its
common stock to Rukos Security Advice A.G. of Frankfurt, Germany, on
behalf of its clients in that country were exercised. These warrants
for 25,000,000 shares were exercised by Rukos on behalf of its
clients at $0.03 per share, resulting in proceeds to the Registrant
of $750,000.
(b) On October 27, 2004, the Registrant issued options covering
a total of 15,000,000 shares of common stock to certain individuals
that work with the company, including three of its directors
(excluding Sidney Fowlds). These options were immediately exercised
for a total amount of $127,500, which has been received by the
company; this resulted in a total of 15,000,000 free trading shares of
common stock being issued under a Form S-8 POS filed with the
Securities and Exchange Commission.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN
FISCAL YEAR
On October 7, 2004, the Registrant filed a Certificate of
Amendment to Articles of Incorporation with the Nevada Secretary of
State that changed the name of the Registrant to "ParaFin
Corporation." See Exhibit 3.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibits.
Exhibits included are set forth in the Exhibit Index pursuant
to Item 601of Regulation S-B.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
ParaFin Corporation
Dated: January 17, 2004 By: /s/ Sidney B. Fowlds
Sidney B. Fowlds, President
EXHIBIT INDEX
Number Description
3 Certificate of Amendment of Articles of Incorporation,
dated October 7, 2004 (filed herewith).
10.1 Farmout Agreement between the Registrant and Guarani
Exploration and Development Corporation, dated December 6,
2004 (filed herewith).
10.2 Consulting Agreement between the Registrant and Robert
McGowan, dated November 19, 2004 (filed herewith).
99 Press Release, dated December 6, 2004 (filed herewith).