U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2004
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
______________ TO ______________
COMMISSION FILE NUMBER: 0-9071
PARAFIN CORPORATION
(formerly E.T. Corporation)
(Exact Name of Registrant as Specified in Its Charter)
Nevada 74-2026624
(State or Other Jurisdiction of Incorporation (I.R.S. Employer
or Organization) Identification No.)
27127 Calle Arroyo, Suite 1923, San Juan Capistrano, California 92675
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number: (877) 613-3131
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common
Stock, $0.001 Par Value
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the Registrant was required to file such reports),
and (2) been subject to such filing requirements for the past 90 days.
Yes X No .
As of June 30, 2004, the Registrant had 43,514,632 shares of
common stock issued and outstanding.
Transitional Small Business Disclosure Format (check one): Yes No X .
The Registrant, by this Form 10-QSB/A, amends the following: (a) Part
I, Item 3, Controls and Procedures, to change the language in the
first sentence of the first paragraph; and (b) Part II, Item 6,
Exhibits and Reports on Form 8-K, to add new certifications at
Exhibits 31 and 32. Besides these changes, no other changes have been
made to the Form 10-QSB for the quarter ended June 30, 2004. In
addition, the remaining information in this amended Form 10-QSB has
not been changed or updated to reflect any changes in information that
may have occurred subsequent to the date of the reporting period that
this Form 10-QSB relates.
PART I - FINANCIAL INFORMATION
ITEM 3. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures.
As of the end of the period covered by this report, the
Registrant carried out an evaluation of the effectiveness of the
design and operation of its disclosure controls and procedures
pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as
amended ("Exchange Act"). This evaluation was done under the
supervision and with the participation of the Registrant's president
and its treasurer. Based upon that evaluation, they concluded that
the Registrant's disclosure controls and procedures are effective in
gathering, analyzing and disclosing information needed to satisfy the
Registrant's disclosure obligations under the Exchange Act.
Changes in Disclosure Controls and Procedures.
There were no significant changes in the Registrant's disclosure
controls and procedures, or in factors that could significantly affect
those controls and procedures, since their most recent evaluation.
PART II B OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
Exhibits.
Exhibits included or incorporated by reference herein are set
forth in the attached Exhibit Index.
Reports on Form 8-K.
No reports on Form 8-K were filed during the third quarter of the
fiscal year covered by this Form 10-QSB.
SIGNATURES
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: February 3, 2005 By: /s/ Sidney B. Fowlds
Sidney B. Fowlds, President
Dated: February 3, 2005 By: /s/ Anthony V. Feimann
Anthony V. Feimann,
Secretary/Treasurer
EXHIBIT INDEX
Number Description
2.1 Debenture issued to Xanthos Management Corporation by the
Registrant (formerly known as Texas Petroleum Corporation),
dated October 31, 1992 (incorporated by reference to Exhibit
2.1 of the Form 10-KSB filed on January 17, 2001).
2.2 Agreement and Plan of Merger between eCom.com, Inc., a
Colorado corporation, and eCom.com, Inc., a Nevada
corporation, dated June 5, 2000 (incorporated by reference
to Exhibit 2 to the Form 8-K filed on August 21, 2000).
3.1 Articles of Incorporation of the Registrant, dated May 30,
2000 (incorporated by reference to Exhibit 3.1 of the Form
10-QSB filed on August 21, 2000).
3.2 Certificate of Amendment of Articles of Incorporation of the
Registrant, dated April 11, 2002 (incorporated by reference
to Exhibit 3.2 of the Form 10-KSB filed on January 14, 2003).
3.3 Bylaws of the Registrant, dated June 10, 2000 (incorporated
by reference to Exhibit 3.2 of the Form 10-QSB filed on
August 21, 2000).
4.1 Employee Stock Incentive Plan, dated June 1, 2000
(incorporated by reference to Exhibit 4.1 of the Form S-8
filed on June 2, 2000).
4.2 Retainer Stock Plan for Non-Employee Directors and
Consultants, dated June 1, 2000 (incorporated by reference
to Exhibit 4.2 of the Form S-8 filed on June 2, 2000).
4.3 Amended and Restated Retainer Stock Plan for Non-Employee
Directors and Consultants (Amendment No. 1), dated October
22, 2001 (incorporated by reference to Exhibit 4 of the Form
S-8 filed on November 1, 2001).
4.4 Amended and Restated Stock Incentive Plan, dated January 18,
2002 (incorporated by reference to Exhibit 4 of the Form S-8
POS filed on February 6, 2002)
4.5 Amended and Restated Retainer Stock Plan for Non-Employee
Directors and Consultants (Amendment No. 2), dated May 1,
2002 (incorporated by reference to Exhibit 4.1 of the Form
S-8 POS filed on May 7, 2002).
4.6 Amended and Restated Stock Incentive Plan (Amendment No. 2),
dated May 1, 2002 (incorporated by reference to Exhibit 4.2
of the Form S-8 POS filed on May 7, 2002).
4.7 Amended and Restated Retainer Stock Plan for Non-Employee
Directors and Consultants (Amendment No. 3), dated March 15,
2003 (incorporated by reference to Exhibit 4 of the Form S-8
POS filed on April 10, 2003).
23 Consent of Independent Certified Public Accountant
(incorporated by reference to Exhibit 23 of the Form 10-
KSB/A filed on November 9, 2004).
31.1 Rule 13a-14(a)/15d-14(a) Certification of Sidney B. Fowlds
(see below).
31.2 Rule 13a-14(a)/15d-14(a) Certification Anthony V. Feimann
(see below).
32 Section 1350 Certification of Sidney B. Fowlds and Anthony
V. Feimann (see below).
EX-31.1
RULE 13a-14(a)/15d-14(a) CERTIFICATION OF SIDNEY B. FOWLDS
RULE 13a-14(a)/15d-14(a) CERTIFICATION
I, Sidney B. Fowlds, certify that:
1. I have reviewed this quarterly report on Form 10-QSB/A of ParaFin
Corporation (formerly known as E.T. Corporation);
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this report;
3. Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the small business issuer as of, and for, the periods
presented in this report;
4. The small business issuer's other certifying officer and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
[omitted pursuant to extended compliance period] for the small
business issuer and have:
(a) Designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
small business issuer, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly
during the period in which this report is being prepared;
(b) [omitted pursuant to extended compliance period]
(c) Evaluated the effectiveness of the small business issuer's
disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by
this report based on such evaluation; and
(d) Disclosed in this report any change in the small business
issuer's internal control over financial reporting that occurred
during the small business issuer's most recent fiscal quarter
(the small business issuer's fourth fiscal quarter in the case of
an annual report) that has materially affected, or is reasonably
likely to materially affect, the small business issuer's internal
control over financial reporting; and
5. The small business issuer's other certifying officer and I have
disclosed, based on our most recent evaluation of internal control
over financial reporting, to the small business issuer's auditors and
the audit committee of the small business issuer's board of directors
(or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the small
business issuer's ability to record, process, summarize and
report financial information; and
(b) Any fraud, whether or not material, that involves management
or other employees who have a significant role in the small
business issuer's internal control over financial reporting.
Dated: February 3, 2005 By: /s/ Sidney B. Fowlds
Sidney B. Fowlds, President
EX-31.2
RULE 13a-14(a)/15d-14(a) CERTIFICATION OF ANTHONY V. FEIMANN
RULE 13a-14(a)/15d-14(a) CERTIFICATION
I, Anthony V. Feimann, certify that:
1. I have reviewed this quarterly report on Form 10-QSB/A of ParaFin
Corporation (formerly known as E.T. Corporation);
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this report;
3. Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the small business issuer as of, and for, the periods
presented in this report;
4. The small business issuer's other certifying officer and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
[omitted pursuant to extended compliance period] for the small
business issuer and have:
(a) Designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
small business issuer, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly
during the period in which this report is being prepared;
(b) [omitted pursuant to extended compliance period]
(c) Evaluated the effectiveness of the small business issuer's
disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by
this report based on such evaluation; and
(d) Disclosed in this report any change in the small business
issuer's internal control over financial reporting that occurred
during the small business issuer's most recent fiscal quarter
(the small business issuer's fourth fiscal quarter in the case of
an annual report) that has materially affected, or is reasonably
likely to materially affect, the small business issuer's internal
control over financial reporting; and
5. The small business issuer's other certifying officer and I have
disclosed, based on our most recent evaluation of internal control
over financial reporting, to the small business issuer's auditors and
the audit committee of the small business issuer's board of directors
(or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the small
business issuer's ability to record, process, summarize and
report financial information; and
(b) Any fraud, whether or not material, that involves management
or other employees who have a significant role in the small
business issuer's internal control over financial reporting.
Dated: February 3, 2005 By: /s/ Anthony V. Feimann
Anthony V. Feimann,
Secretary/Treasurer
EX-32
SECTION 1350 CERTIFICATION
SECTION 1350 CERTIFICATION
In connection with the quarterly report of ParaFin Corporation
(formerly known as E.T. Corporation) ("Company") on Form 10-QSB/A for
the quarter ended June 30, 2004 as filed with the Securities and
Exchange Commission ("Report"), the undersigned, in the capacities and
on the dates indicated below, hereby certify pursuant to Section 906
of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350) that to
their knowledge:
1. The Report fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Company.
Dated: February 3, 2005 /s/ Sidney B. Fowlds
Sidney B. Fowlds, President
Dated: February 3, 2005 /s/ Anthony V. Feimann
Anthony V. Feimann,
Secretary/Treasurer