SCHEDULE 14A
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities and Exchange Act of 1934
(Amendment No. __)
Filed by the Registrant [X]
Filed by Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240-11(c) or ss.240.14a-12
Paramount Services Corp.
(Name of Registrant as Specified in Its Charter)
William T. Hart - Attorney for Registrant
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6
(i)(3)
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
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4) Proposed maximum aggregate value of transaction:
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[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration No.:
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3) Filing Party:
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4) Date Filed:
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PARAMOUNT SERVICES CORP.
Suite 450
999 West Hastings Street
Vancouver, British Columbia
Canada V6C 2W2
(604) 633-2556
(604) 683-0315 (fax)
NOTICE OF SPECIAL MEETING OF
SHAREHOLDERS TO BE HELD FEBRUARY 25, 2000
Notice is hereby given that a special meeting of the shareholders of
Paramount Services Corp. (the "Company") will be held at, Suite 1650, 200
Burrard Street, Vancouver, British Columbia, Canada on February 25, 2000, at
10:00 A.M., for the following purpose:
(1) to change the name of the Company to: wowtown.com, Inc.
(2) to approve a forward split of the Company's common stock such that
each outstanding share of the Company's common stock will be
converted into two shares of common stock.
To transact such other business as may properly come before the
meeting.
The Board of Directors has fixed the close of business on February 9, 2000
as the record date for the determination of shareholders entitled to notice of
and to vote at such meeting. Shareholders are entitled to one vote for each
share held. As of February 9, 2000, the Company had 7,349,000 outstanding shares
of common stock.
PARAMOUNT SERVICES CORP.
February 10, 2000 By: David Packman
President
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PARAMOUNT SERVICES CORP.
Suite 450
999 West Hastings Street
Vancouver, British Columbia
Canada V6C 2W2
(604) 633-2556
(604) 683-0315 (fax)
PROXY STATEMENT
The accompanying proxy is solicited by the Board of Directors of the
Company for voting at the special meeting of shareholders to be held on February
25, 2000, and at any and all adjournments of such meeting. If the proxy is
executed and returned, it will be voted at the meeting in accordance with any
instructions, and if no specification is made, the proxy will be voted for the
proposals set forth in the accompanying notice of the special meeting of
shareholders. Shareholders who execute proxies may revoke them at any time
before they are voted, either by writing to the Company at the address set forth
on page one or in person at the time of the meeting. Additionally, any later
dated proxy will revoke a previous proxy from the same shareholder. This proxy
statement was mailed to shareholders of record on or about February 10, 2000.
Only the holders of the Company's common stock are entitled to vote at
the meeting. Each share of common stock is entitled to one vote and votes may be
cast either in person or by proxy. A quorum consisting of one-third of the
shares entitled to vote is required for the meeting. The affirmative vote of the
holders of a majority of the outstanding shares of the Company's common stock is
required to approve the change of the Company's name and the forward stock
split. The approval of the holders of a majority of shares present at the
meeting, in person or by proxy, is required to approve any other proposal to
come before the meeting. As of February 9, 2000 the Company had 7,349,000
outstanding shares of common stock.
Shares of the Company's common stock represented by properly executed
proxies that reflect abstentions or "broker non-votes" will be counted as
present for purposes of determining the presence of a quorum at the special
meeting. "Broker non-votes" represent shares held by brokerage firms in
"street-name" with respect to which the broker has not received instructions
from the customer or otherwise does not have discretionary voting authority.
Brokerage firms will not have discretionary authority to vote these
"street-name" shares with respect to the proposal to change the Company's name
or to reverse split the Company's common stock. Because approval of the name
change requires the approval of a majority of the Company's outstanding shares,
abstentions and broker non-votes will have the same effect as votes against the
approval of the name change and the reverse stock split.
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PRINCIPAL SHAREHOLDERS
The following table sets forth the number of and percentage of outstanding
shares of common stock beneficially owned by the Company's officer and director
and those shareholders owning more than 5% of the Company's Common Stock as of
February 9, 2000.
Shares of
Name and Address Common Stock Percent of Class
David B. Jackson (1) (1)
Suite 450
999 West Hastings Street
Vancouver, British Columbia
Canada V6C 2W2
David Packman (1) (1)
Suite 450
999 West Hastings Street
Vancouver, British Columbia
Canada V6C 2W2
Stephan C. Jackson (1) (1)
Suite 450
999 West Hastings Street
Vancouver, British Columbia
Canada V6C 2W2
595796 B. C. Ltd. 5,000,000 (1) 68%
Suite 450
999 West Hastings Street
Vancouver, British Columbia
Canada V6C 2W2
Bona Vista West Ltd. 2,035,700 99%
P.O. Box 62
2001 Leeward Highway
Providenciales
Turks & Caicos Islands
All Officers and Directors (1) (1)
as a Group (3 persons)
(1) In connection with the acquisition of Wowtown the Company issued
5,000,000 shares of common stock to 595796 B. C. Ltd. The Company's present
officers and directors have the following ownership in 595796 B. C., Ltd.
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Percentage
Name Ownership
David B. Jackson 25%
David Packman 25%
Stephen C. Jackson 25%
BACKROUND OF PROPOSALS
The Company was incorporated on December 18, 1997. Since its formation,
the Company has been inactive.
On February 7, 2000 the Company acquired all of the issued and outstanding
shares of Wowtown.com, Inc. in exchange for 5,000,000 shares of the Company's
common stock.
Wowtown plans to establish websites which will provide information
regarding certain cities in the United States and Canada. Each website will have
a directory of restaurants, hotels, sporting events, entertainment, tourist
attractions and information. Those wanting more information regarding a
particular business establishment will be linked directly to the particular
establishment's website. Wowtown will charge participating establishments a
monthly fee for being included in Wowtown's directory. Wowtown will also derive
revenue from designing and maintaining websites for particular business
establishments, by displaying advertising on Wowtown's website, and selling
intranet business applications.
Wowtown has established its first fully operational website at
www.vancouverwow.com.
Wowtown estimates it will need approximately $50,000 in capital and one
month to develop a basic website for a particular city. Once the basic website
is established Wowtown will market its website to local business establishments
by means of a local sales force. As of January 25, 1999 Wowtown employed three
people on a full-time basis.
Wowtown was incorporated on June 9, 1999. The financial statements of
Wowtown.com, Inc. are included with this proxy statement.
Following the acquisition of Wowtown the present management of the Company
resigned and was replaced by the management of Wowtown. The Company's new
officers and directors are:
Name Position
David B. Jackson Chief Executive Officer and a
director
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David Packman President and a director
Stephen C. Jackson Executive Vice President and a
director
PROPOSAL TO CHANGE THE COMPANY'S NAME
As a result of the acquisition of Wowtown, the Company's Board of
Directors believes it is appropriate to change the name of the Company to
wowtown.com, Inc.
PROPOSED FORWARD STOCK SPLIT
In connection with the acquisition of Wowtown.com, Inc., the Company
agreed to increase the number of its outstanding shares. Accordingly, the
Company's board of directors has adopted a proposal, subject to shareholder
approval, to forward split the shares of the Company's common stock such that
each outstanding share of the Company's common stock will be automatically
converted into two shares of common stock.
If the forward split is approved by the Company's shareholders the Company
will have 14,698,000 outstanding shares of common stock of which the former
shareholders of Wowtown will own 10,000,000 shares. The number of outstanding
shares after the reverse split gives effect to 200,000 shares of the Company's
common stock which were issued to Century Capital Management Ltd., a company
affiliated with Andrew Hromyk, a former officer and director of the Company. The
shares were issued to Century Capital Management Ltd. for services provided in
connection with the Company's acquisition of Wowtown.
AVAILABILITY OF REGISTRATION STATEMENT ON FORM 10-SB
The Company's Registration Statement on Form 10-SB will be sent to any
shareholder of the Company upon request. Requests for a copy of this report
should be addressed to the Secretary of the Company at the address provided on
the first page of this proxy statement.
SHAREHOLDER PROPOSALS
Any shareholder proposal which may properly be included in the proxy
solicitation material for the annual meeting of shareholders to be held after
the Company's fiscal year ending April 30, 2000 must be received by the
Secretary of the Company not later than August 31, 2000.
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Wowtown.com Inc.
(a development stage enterprise)
Financial Statements
October 31, 1999
<PAGE>
REPORT OF INDEPENDENT AUDITOR
To the Director of
Wowtown.com Inc.
We have audited the accompanying balance sheet of Wowtown.com Inc. (a
development stage enterprise) as of October 31, 1999 and the related statements
of operations, stockholders' equity and cash flows for the initial period 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 on our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform an audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. 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 that our audit provide 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 Wowtown.com Inc. at October 31,
1999, and the results of its operations and its cash flows for the initial
period then ended, in conformity with accounting principles generally accepted
in the United States.
/s/ N.I. Cameron Inc.
Vancouver, Canada, CHARTERED ACCOUNTANTS
November 24, 1999
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Wowtown.com Inc.
(a development stage enterprise)
Balance Sheet
October 31, 1999
ASSETS
CURRENT
Cash $ 4,787
Deferred charges 3,150
$ 7,937
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable (Note 4) $ 15,332
Notes payable (Note 5) 21,800
Notes payable to related parties (Notes 4 and 5) 18,900
Loans from stockholders (Note 6) 2,499
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58,531
STOCKHOLDERS' DEFICIT Share capital (Note 3)
Common stock - $0.001 par value
50,000,000 authorized; 100 issued and outstanding 1
Preferred stock - $0.001 par value
5,000,000 authorized
Deficit accumulated in the development stage (50,595)
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(50,594)
$ 7,937
On behalf of the Board:
Director
The accompanying notes are an integral part of these financial statements.
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Wowtown.com Inc.
(a development stage enterprise)
Statement of Operations
For the Initial Period from date of
Incorporation June 9, 1999 to October 31, 1999
OPERATING EXPENSES
Professional fees $ 859
Office and miscellaneous 3,512
Development expenses (Note 4) 46,224
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LOSS FROM OPERATIONS $ (50,595)
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The accompanying notes are an integral part of these financialstatements.
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Wowtown.com Inc.
(a development stage enterprise)
Statement of Stockholders' Deficit
For the Initial Period from date of
Incorporation June 9, 1999 to October 31, 1999
Deficit
Accumulated
Common Stock in the
Number of development
Shares Amount stage Total
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Issuance of common stock 100 $ 1 $ - $ 1
Loss for the period - - (50,595) (50,595)
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Balance October 31, 1999 100 $ 1 $ (50,595) $ (50,594)
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The accompanying notes are an integral part of these financial statements
<PAGE>
Wowtown.com Inc.
(a development stage enterprise)
Statement of Cash Flows
For the Initial Period from date of
Incorporation June 9, 1999 to October 31, 1999
OPERATING ACTIVITIES
Loss for the period $(50,595)
Add: Changes in non-cash working capital
Accounts payable 15,332
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Net cash used in operating activities (35,263)
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FINANCING ACTIVITIES
Advances from stockholders 2,499
Increase in notes payable 40,700
Issuance of share capital 1
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Net cash provided by financing activities 43,200
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INVESTING ACTIVITIES
Increase in deferred charges (3,150)
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Net cash used in investing activities (3,150)
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NET CHANGE IN CASH DURING THE PERIOD 4,787
CASH AT BEGINNING OF PERIOD -
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CASH AT END OF PERIOD $ 4,787
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The accompanying notes are an integral part of these financial statements
<PAGE>
Wowtown.com Inc.
(a development stage enterprise)
Notes to Financial Statements
October 31, 1999
1. FORMATION AND BUSINESS OF THE COMPANY
Wowtown.com Inc. (the "Company") was incorporated in Nevada, U.S.A. on June
9, 1999.
The Company is a development stage company and its purpose at this time is
focused on bringing the Internet from the World Wide Web to an interactive
local market, develop advertising resources and community directories. The
Company is developing a community of Local Market Internet Portals in major
North American centres with further extension into suburbs and neighborhoods.
It is a free membership concept for the internet user, creating savings and
discounts for the members with the participating local business
establishments. There are approximately 1,100 members at this time.
2. SIGNIFICANT ACCOUNTING POLICIES
Use of estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the amounts reported in the financial statements and accompanying
notes. Actual results could differ from these estimates.
Income taxes
The Company uses the liability method of accounting for income taxes. Under
this method, deferred tax assets and liabilities are determined based on the
difference between financial statement and tax bases of assets and
liabilities and are measured using the enacted tax rates and laws that are
expected to be in effect when the differences are expected to reverse.
Deferred tax assets are reduced by a valuation allowance in respect of
amounts considered by management to be less likely than not of realization in
future periods.
3. SHARE CAPITAL
Holders of the common stock are entitled to one vote per share and share
equally in any dividends declared and distributions on liquidation.
<PAGE>
Wowtown.com Inc.
(a development stage enterprise)
Notes to Financial Statements
October 31, 1999
4. RELATED PARTY TRANSACTIONS
(a) A company controlled by a director of the Company has provided
administrative services and facilities to the Company and development
expenses at cost. The Company as at October 31, 1999 was indebted in
relation to these services are as follows:
Notes payable $ 10,600
Accounts payable 2,254
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$ 12,854
(b) A company controlled by three of the stockholders has performed
development services for the Company at cost. As at October 31, 1999,
the Company was indebted for these services are as follows:
Note payable $ 8,300
Accounts payable 2,539
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$ 10,839
The total amount of expenses incurred through services of these related parties
are as follows:
Administrative $ 3,500
Development expenses 23,445
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$ 26,945
5. NOTES PAYABLE
Notes payable to unrelated parties amounting to $21,800 do not bear interest
and are due and payable on December 31, 1999.
Notes payable to related parties amounting to $18,900 do not bear interest
and are due and payable on December 31, 1999.
<PAGE>
Wowtown.com Inc.
(a development stage enterprise)
Notes to Financial Statements
October 31, 1999
6. LOANS FROM STOCKHOLDERS
Loans from stockholders are interest-free and have no terms of repayment.
7. YEAR 2000
The Year 2000 Issue arises because many computerized systems use two digits
rather than four to identify a year. Date-sensitive systems may recognize the
Year 2000 as 1900 or some other date, resulting in errors when information
using year 2000 dates is processed. In addition, similar problems may arise
in some systems which use certain dates in 1999 to represent something other
than a date. The effects of the Year 2000 Issue may be experienced before,
on, or after January 1, 2000, and, if not addressed, the impact on operations
and financial reporting may range from minor errors to significant systems
failure which could affect the Company's ability to conduct normal business
operations. It is not possible to be certain that all aspects of the Year
2000 Issue affecting the Company, including those related to the efforts of
customers, suppliers, or other third parties, will be fully resolved.
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PARAMOUNT SERVICES CORP.
This Proxy is Solicited by the Board of Directors
The undersigned stockholder of the Company, acknowledges receipt of
the Notice of the Special Meeting of Stockholders, to be held February 25, 2000,
10:00 a.m. local time, at Suite 1650, 200 Burrard Street, Vancouver, B.C. V6C
3L6, and hereby appoints David B. Jackson and Andrew Hromyk, each with the power
of substitution, as Attorneys and Proxies to vote all the shares of the
undersigned at said Special Meeting of stockholders and at all adjournments
thereof, hereby ratifying and confirming all that said Attorneys and Proxies may
do or cause to be done by virtue hereof. The above named Attorneys and Proxies
are instructed to vote all of the undersigned's shares as follows:
(1) To change the name of the Company to wowtown.com, Inc.;
- - -
/ / FOR / / AGAINST / / ABSTAIN
(2) To approve a forward split of the Company's common stock such that
each
outstanding share of the Company's common stock will be converted
into two shares of common stock.
- - -
/ / FOR / / AGAINST / / ABSTAIN
To transact such other business as may properly come before the meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO DISCRETION IS INDICATED, THIS PROXY
WILL BE VOTED IN FAVOR OF ITEMS 1 AND 2.
Dated this ____ day of _________, 2000.
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(Signature)
Please sign your name exactly as it appears on your
stock certificate. If shares are held jointly, each
holder should sign. Executors, trustees, and other
fiduciaries should so indicate when signing.
Please Sign, Date and Return this Proxy so that your
shares may be voted at the meeting.
Return this Proxy to:
Century Capital Management, Ltd.
200 Burrard St.
Suite 1650
Vancouver, British Columbia
Canada V6C 3L6
(604) 689-3355
(604) 689-5320 (fax)
