U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A
(Amendment No. 2)
(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 1, Financial Statements, to expand certain disclosure under
the Statements of Cash Flows and in the Notes to Financial Statements;
(b) Part I, Item 3, Controls and Procedures, to change the language in
the first sentence of the first paragraph; and (c) 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 1. FINANCAL STATEMENTS.
PARAFIN CORPORATION
(formerly E.T. CORPORATION)
(A Development Stage Company)
BALANCE SHEET
JUNE 30, 2004
(Unaudited)
ASSETS
Current Assets:
Cash $ -
Total Assets -
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts Payable 1,281
Long-Term Liabilities:
Debenture Payable, JRM Financial Services, Inc. 1,106,617
Stockholders' Deficit:
Preferred Stock, Par Value
of $0.001; 10,000,000 Shares
Authorized, None Outstanding -
Common Stock, Par Value of $0.001;
190,000,000 Shares Authorized 43,514,632 Shares
Issued and Outstanding 4,863,904
Additional Paid-In Capital 24,627,619
Accumulated Deficit (30,599,421)
Stockholders' Deficit (1,107,898)
Total Liabilities and Stockholders' Deficit -
The accompanying notes are an integral part of these financial statements
PARAFIN CORPORATION
(formerly E.T. CORPORATION)
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
From Inception Three Months Ended Nine Months Ended
(October 3, 1978) June 30, June 30, June 30, June 30,
to June 30, 2004 2004 2003 2004 2003
REVENUES: $ - $ - $ - $ - $ -
EXPENSES:
Professional Fees 185,338 25,000 2,338 33,000 28,838
Auto Expenses 309,000 3,000 3,000 9,000 9,000
Consulting and Management Fees 14,931,157 75,000 75,000 225,000 252,175
Rent Expense 1,384,200 12,600 12,600 37,800 37,800
Telephone Expenses 932,000 9,000 9,000 27,000 27,000
Travel and Promotions 2,475,000 45,000 45,000 135,000 135,000
Transfer and Filing Fees 122,497 3,030 - 7,181 5,600
Amortization 8,143,848 - - - -
Depreciation 534,886 - - - -
Total General and Administrative Expenses 29,017,926 172,630 146,938 473,981 495,413
OTHER INCOME AND (EXPENSES):
Interest Expense 1,663,502 29,696 9,484 72,932 37,062
Forgiveness of Debt (82,007) - - - -
Total Other (Income) And Expenses 1,581,495 29,696 9,484 72,932 37,062
NET INCOME (LOSS) (30,599,421) (202,326) (156,422) (546,913) (532,475)
Basic Diluted Earnings (loss) per share N/A (0.00) (0.00) (0.01) (0.24)
Weighted Average shares Outstanding, (1) (1) (1) (1)
Basic and Diluted N/A 43,514,632 43,514,223 43,514,632 2,149,787
(1) Shares Adjusted for a reverse stock split, 1 for 20, as of March 3, 2003.
The accompanying notes are an integral part of the financial statements
PARAFIN CORPORATION
(formerly E.T. CORPORATION)
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
From Inception For the Nine Months
(October 3, 1978) Ended June 30,
to June 30, 2004 2004 2003
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (Loss) for the period $(30,599,421) $(546,913) $(532,475)
Adjustments to reconcile Net Loss to net cash used by
Operating Activities
Amortization 8,143,848 - -
Depreciation 534,886 - -
Increase (Decrease) In Accounts Payable 1,281 (1,935) (4,726)
Net Cash Used in Operations (21,919,406) (548,848) (537,201)
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of Fixed Assets (534,886) - -
Acquisition of other Assets (8,143,848) - -
Net Cash Used in Financing Activities (8,678,734) - -
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from JRM Financial Services, Inc. 3,036,617 548,848 551,237
Payments to JRM Financial Services, Inc. (1,930,000) - (510,097)
Issuance of Common Stock 29,491,523 - 527,175
Net Cash Provided by Financing Activities 30,598,140 548,848 568,315
INCREASE IN CASH - - 31,114
CASH, BEGINNING OF PERIOD - - -
CASH, END OF PERIOD - - $ 31,114
The accompanying notes are an integral part of the financial statements
PARAFIN CORPORATION
(formerly E.T. CORPORATION)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - BASIS OF PRESENTATION
The accompanying financial statements have been prepared in accordance
with U.S. Securities and Exchange Commission ("SEC") requirements for
interim financial statements. Therefore, they do not include all of
the information and footnotes required by generally accepted
accounting principles for complete financial statements. The
financial statements should be read in conjunction with the year ended
September 30, 2003 financial statements of E.T. Corporation included
in the Form 10-KSB filed with the SEC by the Company.
The results of operations for the interim periods shown in this report
are not necessarily indicative of results to be expected for the full
year. In the opinion of management, the information contained herein
reflects all adjustments necessary to make the results of operations
for the interim periods a fair statement of such operation. All such
adjustments are of a normal recurring nature. The Company is
considered a development stage company as it has not generated
revenues from its operations.
NOTE 2 - RELATED PARTY TRANSACTIONS
Due to a related party at June 30, 2004 consisted of the following:
Advances payable to an entity controlled by an
officer and shareholder of the Company represent
advances, secured with a floating debenture and due on demand $1,106,617
Total due to a related party $1,106,617
NOTE 3 - GOING CONCERN
These financial statements have been prepared on the going concern
basis under which an entity is considered to be able to realize its
assets and satisfy its liabilities in the ordinary course of business.
As of June 30, 2004, the Company reported a stockholder's deficit of
$1,107,898 and an accumulated deficit of $30,599,421, and had no cash.
As a result, substantial doubt exists about its ability to continue as
a going concern. Operations to date have been primarily financed by
equity transactions. The Company's future operations are dependent
upon the identification and successful completion of additional equity
financing, the continued support of creditors and shareholders, and,
ultimately, the achievement of profitable operations. There can be no
assurances that the Company will be successful. If it is not, the
Company will be required to reduce operations or liquidate assets.
The financial statements do not include any adjustments that might be
necessary should the Company be unable to continue as a going concern.
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 28, 2005 By: /s/ Sidney B. Fowlds
Sidney B. Fowlds, President
Dated: February 28, 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 (Amendment
No. 2) 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 28, 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 (Amendment
No. 2) 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 28, 2005 By: /s/ Anthony V. Feimann
Anthony V. Feimann,
Secretary/Treasurer
EX-32
SECTION 1350 CERTIFICATION
In connection with the quarterly report of ParaFin Corporation
(formerly known as E.T. Corporation) ("Company") on Form 10-QSB/A
(Amendment No. 2) 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 28, 2005 /s/ Sidney B. Fowlds
Sidney B. Fowlds, President
Dated: February 28, 2005 /s/ Anthony V. Feimann
Anthony V. Feimann,
Secretary/Treasurer