SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
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[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period ended January 31, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to .
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Commission File Number:________________
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WOWtown.com, Inc.
Formerly Paramount Services Corp.
(Exact name of small business issuer as specified in its charter)
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Delaware 98-0204758
(Jurisdiction of Incorporation) (I.R.S. Employer Identification No.)
Suite 450, 999 West Hastings Street V6C 2W2
Vancouver, British Columbia Canada
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (604) 633-2556
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
for such shorter period that the registrant was required to file such reports)
and (2) has been subject to such filing requirements for the past 90 days.) Yes
[x] No [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 14,698,000 shares of Common Stock and
500 shares of Series A Convertible Preferred Stock.
<PAGE>
PART I: FINANCIAL INFORMATION
To simplify the language in this document, WOWtown.com, Inc., formerly Paramount
Services Corp. is referred to as "We" or the "Company".
Item 1. Financial Statements
Paramount Services Corp.
(a development stage enterprise)
Financial Statements
January 31, 2000 and January 31, 1999
(Unaudited - See Accountants' Compilation Report)
2
<PAGE>
ACCOUNTANTS' COMPILATION REPORT
We have compiled the accompanying balance sheets of Paramount Services Corp. as
of January 31, 2000 and April 30, 1999 and the statements of operations for the
nine-month periods ended January 31, 2000 and January 31, 1999 and the
statements of cash flows for the nine-month periods ended January 31, 2000 and
January 31, 1999 in accordance with Statements on Standards for Accounting and
Review services issued by the American Institute of Certified Public
Accountants.
A compilation is limited to presenting in the form of financial statements
information that is the representation of management. We have not audited or
reviewed the accompanying financial statements and accordingly, do not express
an opinion or any form of assurance on them.
N.I. Cameron Inc. (signed)
VANCOUVER, B.C. CHARTERED ACCOUNTANTS
March 2, 2000
3
<PAGE>
<TABLE>
<CAPTION>
Paramount Services Corp.
(a development stage enterprise)
Balance Sheet
As at January 31, 2000 and April 30, 1999
(Unaudited - See Accountants' Compilation Report)
ASSETS
January April
31, 2000 30, 1999
<S> <C> <C>
CURRENT
Cash $ 537 $ --
======== ========
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable $ 2,007 $ 3,500
Due to related party 21,984 6,310
-------- --------
23,991 9,810
-------- --------
STOCKHOLDERS' DEFICIT
Share capital
Authorized:
30,000,000 common shares with a par value of $0.0001 each
5,000,000 preferred shares with a par value of $0.0001 each
Issued and outstanding:
2,249,000 common shares $ 225 $ 259
Additional paid-in capital 4,785 4,751
Deficit accumulated in the development stage (28,464) (14,820)
-------- --------
Total stockholders' deficit (23,454) (9,810)
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 537 $ --
======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
<TABLE>
<CAPTION>
Paramount Services Corp.
(a development stage enterprise)
Statements of Operations
For the Nine Month Periods Ended
January 31, 2000 and January 31, 1999
(Unaudited - See Accountants' Compilation Report)
Period from Period from
Nine Nine December 18, 1997 December 18, 1997
Months Months (date of Incorp'n) (date of Incorp'n)
Ended Ended to January to January
January 31, 2000 January 31, 1999 31, 2000 31, 1999
---------------- ---------------- -------- --------
<S> <C> <C> <C> <C>
Expenses
Professional fees $ 7,355 $ - $ 22,175 $ 6,320
Administration
and filing fees 6,162 6,162 -
Bank charges 127 - 127 -
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Net Loss for the Period $ (13,644) $ - $ (28,464) $ (6,320)
===================================================================================
Loss per share,
Basic and
diluted $ (0.006)
==============
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
<TABLE>
<CAPTION>
Paramount Services Corp.
(a development stage enterprise)
Statements of Cash Flows
For the Nine Month Periods Ended January 31, 2000 and January 31, 1999
(Unaudited - See Accountants' Compilation Report)
Nine months Period from Nine months Period from
Ended December 18, 1997 Ended December 18, 1997
January 31, (date of incorp'n) January 31, (date of incorp'n)
2000 to January 31, 1999 1999 to January 31, 1999
---------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Cash flows used in operating activities
Net loss $ (13,644) $ (28,464) $ - $ (6,320)
Changes in operating
assets and liabilities
Accounts payable 2,007 2,007 - -
Accrued liabilities (3,500) - - -
---------------------------------------------------------------------------------
Net cash used in
operating activities (15,137) (26,457) - (6,320)
---------------------------------------------------------------------------------
Cash flows provided by
financing activities
Proceeds from capital
contributions - 5,010 - 5,010
Due to related party 15,674 21,984 - 1,310
---------------------------------------------------------------------------------
Net cash provided by
financing activities 15,674 26,994 - 6,320
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Net change in cash during the period 537 537 - -
Cash at beginning of period - - - -
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Cash at end of period $ 537 $ 537 $ - $ -
=================================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
6
<PAGE>
Paramount Services Corp.
(a development stage enterprise)
Notes to the Financial Statements
January 31, 2000
(Unaudited - See Accountants' Compilation Report)
1. FORMATION AND BUSINESS OF THE COMPANY
Paramount Services Corp. (the "Company") was incorporated in Delaware on
December 18, 1997 under the name of Internet International Communications
Ltd. pursuant to the laws of Delaware.
Prior to the merger (as defined below), Paramount Services Corp.
("Paramount") and Internetcom, Inc. ("Internetcom"), a Colorado company,
were companies under common control.
On January 8, 1998, Paramount and Internetcom merged through an exchange of
shares.
The merger has been accounted for in a manner similar to a pooling of
interests and accordingly the financial statements of the Company include
the results of Paramount and Internetcom since their inception, which in
the case of Paramount was December 18, 1997 and Internetcom was December
10, 1997. The share capital of the Company has been presented giving effect
to the exchange of shares from incorporation.
The Company is a development stage company and has had no activity other
than issuing shares and preparing an initial business plan. Its sole
purpose at this time is to locate and consummate a merger or acquisition
with an as yet unidentified private entity (see Note 4).
2. SHARE CAPITAL
Holders of the common stock are entitled to one vote per share and to share
equally in any dividends declared and distributions in liquidation.
On May 7, 1999, the Company consolidated its share capital by way of a
reverse stock split on the basis on one new common share for each two old
common shares. On September 14, 1999, the Company consolidated its share
capital by way of a reverse stock split on the basis of one new common
share for each 23 old common shares. This was followed on September 15,
1999 by a stock split of 20 new common shares for each old common share.
All outstanding shares in these financial statements have been
retroactively adjusted to reflect these share consolidations.
3. RELATED PARTY TRANSACTIONS
Since incorporation, a company controlled by the director of the Company
has provided administrative services and facilities to the Company for nil
consideration and pays expenses on behalf of the Company. The amount due to
this company is without interest or stated terms of repayment.
7
<PAGE>
Paramount Services Corp.
(a development stage enterprise)
Notes to the Financial Statements
January 31, 2000
(Unaudited - See Accountants' Compilation Report)
4. SUBSEQUENT EVENT
a) On January 13, 2000, the Company entered into a share exchange
agreement to acquire all the issued and outstanding shares of
WOWtown.com Inc. ("WOWtown") in exchange for 5,000,000 treasury common
shares of the Company. This transaction was completed on February 7,
2000. In addition, the Company issued 100,000 common shares for
consulting services rendered.
WOWtown is incorporated under the laws of the State of Nevada and is
engaged in the business of developing a community of local market
internet portals in major North American urban centers.
b) As a condition of the acquisition described above, the Company created
a new series of convertible preferred stock consisting of 500 shares.
This stock is convertible to common share as follows:
The number of common shares to be converted per share of preferred
stock shall be 1,000 divided by the lesser of:
i) 75% of the average market price of the common shares for
the ten trading days immediately prior to the conversion date;
or
ii) $2.00
All 500 shares of this new series of preferred stock were issued for
total proceeds of $500,000.
c) Subsequent to January 31, 2000, the Company changed its name to
WOWtown.com, Inc.
8
<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operations
The financial information contained in this Quarterly Report reflects the prior
business operations of the Company under the name Paramount Services Corp. As a
result of a Share Exchange Agreement between the Company and 595796 B.C. Ltd.,
David B. Jackson, David Packman and Stephen C. Jackson, dated January 13, 2000,
as described below, the Company changed its name to WOWtown.com, Inc. and
succeeded to the business operations of WOWtown.com, Inc.
This discussion, other than the historical financial information, may consist of
forward-looking statements that involve risks and uncertainties, including
quarterly and yearly fluctuations in results, the timely availability of new
products, the impact of competitive products and services, and the other risks
and uncertainties, including those relating to the recent acquisition of a new
line of business described below. These forward-looking statements speak only as
of the date hereof and should not be given undue reliance. Actual results may
vary significantly from those projected.
Through and including January 31, 2000, the period which financial information
is presented herein, the Company operating under the name Paramount Services
Corp., was inactive and was attempting to locate a suitable business
opportunity. On February 7, 2000, the Company, through a Share Exchange
Agreement, acquired all of the shares of WOWtown.com, Inc., a Nevada corporation
engaged in the business of developing a community of local market internet
portals in major North American urban centers. The Company filed on February 17,
2000, financial statements of WOWtown.com, Inc., as required by, and pursuant
to, a Current Report on Form 8-K. Because we were inactive at the time of the
Share Exchange Agreement the future operations of the Company are expected to be
substantially different from those reflected in this quarterly report. The
financial statements contained herein do not reflect the business operations of
WOWtown.com, Inc., and accordingly should not be viewed as representative of the
Company's future financial performance.
As a consequence of such acquisition, the Company changed its name to
WOWtown.com, Inc. and the principal shareholders of WOWtown.com, Inc., became
the Directors and Officers of the Company. The Company has entered into a one
year Consulting Agreement with David Jackson, and two year Employment Agreements
with David Packman and Stephen Jackson. In connection with the acquisition of
WOWtown.com, Inc., the Company issued 5,000,000 shares of common stock to 595796
B.C. Ltd., a corporation controlled by David Jackson, David Packman and Stephen
Jackson. Also in connection with such transaction, the Company issued 500 shares
of a newly created Series A Convertible Preferred Stock at an aggregate price of
$500,000.
During the nine-month period ended January 31, 2000 we incurred general and
administrative expenses of $13,644, which were related to share capital
restructuring and the preparation of our audited financial statements for the
year ended April 30, 1999, the filing of a Form 10-SB, the preparation of our
first and second quarter financial statements for the periods ended July 31,
1999 and October 31, 1999, respectively, and the filing of our Form 10-QSBs with
the Securities and Exchange Commission. Operating capital to pay for these
expenses were funded by advances from Century Capital Management Ltd., a company
controlled by our former president. As at January 31, 2000 we were indebted to
Century Capital Management Ltd. for a total of $21,984.
9
<PAGE>
Item 4. Submission of Matters to a Vote of Security Holders
On February 25, 2000 pursuant to Section 228 of the General Corporation
Law of the State of Delaware our majority shareholders approved a resolution to
change the name of the Company from Paramount Services Corp. to WOWtown.com,
Inc. Also on February 25, 2000 the majority shareholders approved a resolution
to forward split our outstanding common stock such that each one share of our
issued and outstanding common stock was automatically converted into two shares
of common stock. Proxies were solicited on February 10, 2000 and of the
7,349,000 shares outstanding on that date, 7,145,480 were voted in favor of the
resolutions. We felt that this forward split was necessary to provide the
Company with a sufficient base of shares of common stock to fulfill its plan of
business.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this Form
10-QSB Report for the Quarterly Period ended January 31, 2000, has been signed
below by the following person on behalf of the Registrant and in the capacity
and on the date indicated.
March 14, 2000
WOWtown.com, Inc.
a Delaware Corporation
/s/Stephen Jackson
------------------
By: Stephen Jackson
Title: Secretary
Date: 3/ 14 /00
10
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-mos
<FISCAL-YEAR-END> Apr-30-2000
<PERIOD-START> Nov-01-1999
<PERIOD-END> Jan-31-2000
<CASH> 537
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 537
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 23,991
<BONDS> 0
0
0
<COMMON> 5,010
<OTHER-SE> (23,454)
<TOTAL-LIABILITY-AND-EQUITY> 537
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 13,517
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 127
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-BASIC> (0.006)
<EPS-DILUTED> (0.006)
</TABLE>
