SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended
June 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
PARA MAS INTERNET, INC.
(Exact name of registrant as specified in its charter)
Nevada 59-3383240
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1800 Century Park East, Suite 600, Los Angeles, CA 90067
(Address of principal executive offices)
Issuer's Telephone Number: 310/229-5722
Securities Registered Pursuant to Section 12(b) of the Act: None
Securities Registered Pursuant to Section 12(g) of the Act:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
Common Stock, $.0001 NASD OTC Bulletin Board
Check whether the issuer (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the last 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
Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained in this form, and no
disclosure will be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-KSB or any amendment to this
Form 10-KSB. [ X ]
State issuer's revenues for its most recent fiscal year. $0.
State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at
which the common equity was sold, or the average bid and asked price
of such common equity, as of a specified date within the past 60
days. $6,000,000.
State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date.
Class Outstanding at June 30,2000
Common Stock, par value $0.0001 44,127,571
Series B Preferred Stock, par value $0.0001 60,000
Documents incorporated by reference: None
PART I
ITEM 1. DESCRIPTION OF BUSINESS
Para Mas Internet, Inc.(the "Company" or "Para Mas") was
incorporated on June 6, 1994 as U.S. Medical Management, Inc., a
subsidiary of Waterloo Wheels, Inc., a British Columbia company. On
June 27, 1994, the shareholders of Waterloo Wheels exchanged all of
their shares for shares in U.S. Medical Management and Waterloo
Wheels was dissolved. The activities of Waterloo Wheels and U.S.
Medical Management were confined to organizational matters and
identifying business opportunities. They conducted no business. In
June 1995, U.S. Medical Management acquired the business of Ken
Venturi Golf Centers, Inc. and changed its name to Ken Venturi Golf,
Inc. ("KVGI"). KVGI was listed on the OTC Bulletin Board and was
engaged in franchising indoor golf training centers under a license
from Ken Venturi, a noted golf professional. The business of KVGI did
not succeed and the company ceased operations in May 1997. Since
ceasing operations, the Company has attempted to locate and negotiate
with a business entity for the merger of that target company into the
Company. However, we have not yet succeeded in completing a
transaction. We went through several name changes as a result of
anticipated acquisition transactions. In November 1997, we changed
our name to TransContinental Waste Industries, Inc. in anticipation
of an acquisition that would have gotten us into waste management
business. In May 1999 we changed our name to Financial Depot Online,
Inc. in anticipation of a transaction that would have gotten us into
online financial information business. In November 1999 we changed
our name to Para Mas Internet, Inc. to search for opportunities in
the Internet related businesses.
Pursuant to an Agreement and Plan of Reorganization (the
"Agreement") dated as of April 17, 2000 between Lapitos Acquisition
Corporation ("Lapitos"), a Delaware corporation, and Para Mas
Internet, Inc., a Nevada corporation, all the outstanding shares of
common stock of Lapitos Acquisition Corporation were exchanged for
1,000 shares of common stock of Para Mas Internet, Inc. ("Para Mas"
or the "Company") in a
transaction in which Para Mas was the surviving company.
The Agreement was adopted by the unanimous consent of the
Board of Directors of Lapitos and approved by the unanimous consent
of the shareholders of Lapitos on April 17, 2000. The Agreement was
adopted by the unanimous consent of the Board of Directors of Para
Mas and by the consent of a majority of the shareholders of Para Mas
on April 17, 2000.
Prior to the reorganization, Lapitos had 5,000,000 shares of
common stock outstanding which shares were exchanged for 1,000 shares
of common stock of Para Mas. By virtue of the merger, Para Mas
acquired 100% of the issued and outstanding common stock of Lapitos.
Prior to the effectiveness of the Agreement, Para Mas had an
aggregate of 44,127,570 shares of common stock issued and
outstanding, and 60,000 shares of Series B preferred stock
outstanding, $.001 par value.
Until April 20, 2000 Para Mas had been a non-reporting publicly
traded company. Para Mas's common stock is traded on the OTC Bulletin
Board operated by Nasdaqr under the symbol PMII. Para Mas had not
filed a registration statement with the Securities and Exchange
Commission and had not been a reporting company under the Securities
Exchange Act of 1934. The Nasdaq Stock Market has implemented a
change in its rules requiring all companies trading securities on the
OTC Bulletin Board to become reporting companies under the Securities
Exchange Act of 1934.
The Company was required to become a reporting company by the
close of business on April 20, 2000 or no longer be listed on the OTC
Bulletin Board. Para Mas has effected the reorganization with
Lapitos and has become a successor issuer thereto in order to comply
with the reporting company requirements implemented by the Nasdaq
Stock Market. Lapitos registered its common stock on a Form 10-SB
registration statement filed pursuant to the Securities Exchange Act
of 1934 (the "Exchange Act") and Rule 12(g) thereof and filed with
the Securities and Exchange Commission periodic and episodic reports
under Rule 13(a) of the Exchange Act, including quarterly reports on
Form 10-QSB and annual reports Form 10-KSB.
As a reporting company under the Exchange Act, the Company may
register additional securities on Form S-8 (provided that it is then
in compliance with the reporting requirements of the Exchange Act)
and on Form S-3 (provided that is has during the prior 12 month
period timely filed all reports required under the Exchange Act), and
its class of common stock registered under the Exchange Act may be
traded in the United States securities markets provided that the
Company is then in compliance with applicable laws, rules and
regulations, including compliance with its reporting requirements
under the Exchange Act.
The Company will attempt to locate and negotiate with a business
entity for the merger of that target business into the Company. In
certain instances, a target business may wish to become a subsidiary
of the Company or may wish to contribute assets to the Company rather
than merge. No assurances can be given that the Company will be
successful in locating or negotiating with any target business.
Management believes that there are perceived benefits to being a
reporting company with a class of publicly-traded securities. These
are commonly thought to include (1) the ability to use registered
securities to make acquisition of assets or businesses; (2) increased
visibility in the financial community; (3) the facilitation of
borrowing from financial institutions; (4) improved trading
efficiency; (5) shareholder liquidity; (6) greater ease in
subsequently raising capital; (7) compensation of key employees
through options stock; (8) enhanced corporate image; and (9) a
presence in the United States capital market.
A business entity, if any, which may be interested in a business
combination with the Company may include (1) a company for which a
primary purpose of becoming public is the use of its securities for
the acquisition of assets or businesses; (2) a company which is
unable to find an underwriter of its securities or is unable to find
an underwriter of securities on terms acceptable to it; (3) a company
which wishes to become public with less dilution of its common stock
than would occur normally upon an underwriting; (4) a company which
believes that it will be able to obtain investment capital on more
favorable terms after it has become public; (5) a foreign company
which may wish an initial entry into the United States securities
market; (6) a special situation company, such as a company seeking a
public market to satisfy redemption requirements under a qualified
Employee Stock Option Plan; or (7) a company seeking one or more of
the other perceived benefits of becoming a public company.
Management is actively engaged in seeking a qualified private
company as a candidate for a business combination. The Company is
authorized to enter into a definitive agreement with a wide variety
of private businesses without limitation as to their industry or
revenues. It is not possible at this time to predict with which
private company, if any, the Company will enter into a definitive
agreement or what will be the industry, operating history, revenues,
future prospects or other characteristics of that company.
The Company may seek a business opportunity with entities which
have recently commenced operations, or which wish to utilize the
public marketplace in order to raise additional capital in order to
expand into new products or markets, to develop a new product or
service, or for other corporate purposes. The Company may acquire
assets and establish wholly-owned subsidiaries in various businesses
or acquire existing businesses as subsidiaries.
Management of the Company, which in all likelihood will not be
experienced in matters relating to the business of a target business,
will rely upon its own efforts in accomplishing the business purposes
of the Company. Outside consultants or advisors may be utilized by
the Company to assist in the search for qualified target companies.
If the Company does retain such an outside consultant or advisor, any
cash fee earned by such person will need to be assumed by the target
business, as the Company has limited cash assets with which to pay
such obligation.
The analysis of new business opportunities will be undertaken
by, or under the supervision of, the officer and director of the
Company, who is not a professional business analyst. In analyzing
prospective business opportunities, management may consider such
matters as the available technical, financial and managerial
resources; working capital and other financial requirements; history
of operations, if any; prospects for the future; nature of present
and expected competition; the quality and experience of management
services which may be available and the depth of that management; the
potential for further research, development, or exploration; specific
risk factors not now foreseeable but which then may be anticipated to
impact the proposed activities of the Company; the potential for
growth or expansion; the potential for profit; the perceived public
recognition or acceptance of products, services, or trades; name
identification; and other relevant factors.
Management does not have the capacity to conduct as extensive an
investigation of a target business as might be undertaken by a
venture capital fund or similar institution. As a result, management
may elect to merge with a target business which has one or more
undiscovered shortcomings and may, if given the choice to select
among target businesses, fail to enter into an agreement with the
most investment-worthy target business.
Following a business combination the Company may benefit from
the services of others in regard to accounting, legal services,
underwritings and corporate public relations. If requested by a
target business, management may recommend one or more underwriters,
financial advisors, accountants, public relations firms or other
consultants to provide such services.
A potential target business may have an agreement with a
consultant or advisor providing that services of the consultant or
advisor be continued after any business combination. Additionally, a
target business may be presented to the Company only on the condition
that the services of a consultant or advisor be continued after a
merger or acquisition. Such preexisting agreements of target
businesses for the continuation of the services of attorneys,
accountants, advisors or consultants could be a factor in the
selection of a target business.
In implementing a structure for a particular business
acquisition, the Company may become a party to a merger,
consolidation, reorganization, joint venture, or licensing agreement
with another corporation or entity. It may also acquire stock or
assets of an existing business. On the consummation of a
transaction, it is likely that the present management and
shareholders of the Company will no longer be in control of the
Company. In addition, it is likely that the Company's officer and
director will, as part of the terms of the acquisition transaction,
resign and be replaced by one or more new officers and directors.
It is anticipated that any securities issued in any such
reorganization would be issued in reliance upon exemption from
registration under applicable federal and state securities laws. In
some circumstances, however, as a negotiated element of its
transaction, the Company may agree to register all or a part of such
securities immediately after the transaction is consummated or at
specified times thereafter. If such registration occurs, of which
there can be no assurance, it will be undertaken by the surviving
entity after the Company has entered into an
agreement for a business combination or has consummated a business
combination and the Company is no longer considered a blank check
company. The issuance of additional securities and their potential
sale into any trading market which may develop in the Company's
securities may depress the market value of the Company's securities
in the future if such a market develops, of which there is no
assurance.
While the terms of a business transaction to which the Company
may be a party cannot be predicted, it is expected that the parties
to the business transaction will desire to avoid the creation of a
taxable event and thereby structure the acquisition in a tax-free
reorganization under Sections 351 or 368 of the Internal Revenue Code
of 1986, as amended.
With respect to any merger or acquisition negotiations with a
target business, management expects to focus on the percentage of the
Company which target business shareholders would acquire in exchange
for their shareholdings in the target business. Depending upon,
among other things, the target business's assets and liabilities, the
Company's shareholders will in all likelihood hold a substantially
lesser percentage ownership interest in the Company following any
merger or acquisition. Any merger or acquisition effected by the
Company can be expected to have a significant dilutive effect on the
percentage of shares held by the Company's
shareholders at such time.
No assurances can be given that the Company will be able to
enter into a business combination, as to the terms of a business
combination, or as to the nature of the target business.
As of the date hereof, management has not made any final
decision concerning or entered into any agreements for a business
combination. When any such agreement is reached or other material
fact occurs, the Company will file notice of such agreement or fact
with the Securities and Exchange Commission on Form 8-K. Persons
reading this Form 10-KSB are advised to determine if the Company has
subsequently filed a Form 8-K.
The Company anticipates that the selection of a business
opportunity in which to participate will be complex and without
certainty of success. Management believes (but has not conducted any
research to confirm) that there are numerous firms seeking the
perceived benefits of a publicly registered corporation. Such
perceived benefits may include facilitating or improving the terms on
which additional equity financing may be sought, providing liquidity
for incentive stock options or similar benefits to key employees,
increasing the opportunity to use securities for acquisitions, and
providing liquidity for shareholders and other factors. Business
opportunities may be available in many different industries and at
various stages of development, all of which will make the task of
comparative investigation and analysis of such business opportunities
extremely difficult and complex.
ITEM 2. DESCRIPTION OF PROPERTY
The Company has no properties and at this time has no
agreements to acquire any properties. The Company currently uses the
offices of TransGlobal Financial Corporation at no cost to the
Company and the Company expects this arrangement to continue until
the Company completes an acquisition or merger.
ITEM 3. LEGAL PROCEEDINGS
There is no litigation pending or threatened by or against the
Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of security holders, through
the solicitation of proxies or otherwise, during the fourth quarter
of the fiscal year covered by this report.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Para Mas has been a non-reporting publicly traded company. Para
Mas's common stock is traded on the OTC Bulletin Board operated by
Nasdaq under the symbol PMII. Para Mas did not file a registration
statement with the Securities and Exchange Commission and has not
been a reporting company under the Securities Exchange Act of 1934
until April 20, 2000. The Nasdaq Stock Market has implemented a
change in its rules requiring all companies trading securities on the
OTC Bulletin Board to become reporting companies under the Securities
Exchange Act of 1934.
The Company was required to become a reporting company by the
close of business on April 20, 2000 or no longer be listed on the OTC
Bulletin Board. Para Mas has effected the reorganization with
Lapitos and has become a successor issuer thereto in order to comply
with the reporting company requirements implemented by the Nasdaq
Stock Market.
The following table represents the volume and price history for
the Company's common stock:
Opening High Low Closing
Price Price Price Price Volume
April- June, 2000 2.125 2.125 0.000 2.000 500
Jan-March, 2000 1.500 2.562 0.000 2.125 14,600
October-Dec., 1999 3.000 3.000 1.500 1.500 5,700
July-September, 1999 0.125 2.000 0.000 3.000 1,500
April-June, 1999 0.125 0.125 0.125 0.125 0
Jan-March, 1999 0.125 0.125 0.125 0.125 0
October-Dec., 1998 0.25 0.25 0.00 0.125 100
July-September, 1998 0.25 0.25 0.25 0.25 0
The market for the Company's securities has been illiquid and
the over-the-counter market quotations above reflect inter-dealer
prices, without retail mark-up, mark-down or commission and may not
necessarily represent actual transactions. There is no assurance
that an active market will develop in the Company's securities.
There are currently 425 shareholders of the outstanding common
stock of the Company.
During the past three years, the Company has sold securities
which were not registered as follows:
NUMBER OF CONSIDER-
DATE NAME SHARES ATION
November 19, 1997 Whitford
Investments Ltd.(1) 4,000,000 $175,000
January 6, 2000 TransGlobal
Financial Corp.(2) 40,000,000 $52,489
________
(1) Shares were issued to Whitford Investments Ltd. as part of
a Settlement Agreement under which the indebtedness of the Company to
Whitford was cancelled. With respect to the shares issued to Whitford
Investments Ltd., the Company relied on Section 4(2) of the
Securities Act of 19333, as amended and Rule 504 promulgated
thereunder.
(2) the Company issued 40,000,000 shares of the Company's
restricted common stock to TransGlobal Financial Corporation in
exchange for payment the demand notes, together with accrued and
unpaid interest, aggregating $ 52,489. Mr. Mustafoglu, the president
and sole director of the Company, is the sole director and
shareholder of TransGlobal Financial Corporation and is therefore
considered to be the beneficial owner of the common stock of the
Company issued to TransGlobal Financial Corporation. With respect to
the shares issued to TransGlobal Financial Corporation, the Company
relied on Section 4(2) of the Securities Act of 1933, as amended and
Rule 506 promulgated thereunder.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Management is actively engaged in seeking a qualified private
company as a candidate for a business combination. The Company is
authorized to enter into a definitive agreement with a wide variety
of private businesses without limitation as to their industry or
revenues. It is not possible at this time to predict with which
private company, if any, the Company will enter into a definitive
agreement or what will be the industry, operating history, revenues,
future prospects or other characteristics of that company.
The Company will not acquire or merge with any entity, which
cannot provide audited financial statements at or within a reasonable
period of time after closing of the proposed transaction. The
Company is subject to all the reporting requirements included in the
Exchange Act. Included in these requirements is the duty of the
Company to file audited financial statements as part of its Form 8-K
to be filed with the Securities and Exchange Commission upon
consummation of a merger or acquisition, as well as the Company's
audited financial statements included in its annual report on Form
10-K (or 10-KSB, as applicable). If such audited financial
statements are not available at closing, or within time parameters
necessary to insure the Company's compliance with the requirements of
the Exchange Act, or if the audited financial statements provided do
not conform to the representations made by the target business, the
closing documents may provide that the proposed transaction will be
voidable at the discretion of the present management of the Company.
The Company will not restrict its search for any specific kind
of businesses, but may acquire a business which is in its preliminary
or development stage, which is already in operation, or in
essentially any stage of its business life. It is impossible to
predict at this time the status of any business in which the Company
may become engaged, in that such business may need to seek additional
capital, may desire to have its shares publicly traded, or may seek
other perceived advantages which the Company may offer.
A business combination with a target business will normally
involve the transfer to the target business of the majority of common
stock of the Company, and the substitution by the target business of
its own management and board of directors.
The Company has, and will continue to have, no capital with
which to provide the owners of business opportunities with any cash
or other assets. However, management believes the Company will be
able to offer owners of acquisition candidates the opportunity to
acquire a controlling ownership interest in a publicly registered
company without incurring the cost and time required to conduct an
initial public offering. The officer and director of the Company has
not conducted market research and is not aware of statistical data to
support the perceived benefits of a merger or acquisition transaction
for the owners of a business opportunity.
The Company's controlling shareholder has agreed that it will
advance to the Company any additional funds which the Company needs
for operating capital and for costs in connection with searching for
or completing an acquisition or merger. Such advances will be made
without expectation of repayment unless the owners of the business
which the Company acquires or merges with agree to repay all or a
portion of such advances. There is no minimum or maximum amount such
shareholder will advance to the Company. The Company will not borrow
any funds for the purpose of repaying advances made by such
shareholder, and the Company will not borrow any funds to make any
payments to the Company's promoters, management or their affiliates
or associates.
ITEM 7. FINANCIAL STATEMENTS
The Company's consolidated financial statements are attached as pages
F-1 through F-13.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND
FINANCIAL DISCLOSURE
There were no changes in or disagreements with accountants on
accounting and financial disclosure for the period covered by this
report.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
The Directors and Officers of the Company are as follows:
Name Age Positions and Offices Held
Mike M. Mustafoglu 50 President, Secretary, Director
There are no agreements or understandings for the officer or
director to resign at the request of another person and the above-
named officer and director is not acting on behalf of nor will act at
the direction of any other person.
Set forth below is the name of the director and officer of the
Company, all positions and offices with the Company held, the period
during which he has served as such, and the business experience
during at least the last five years:
MIKE M. MUSTAFOGLU received a Bachelor of Science in Electrical
Engineering from Wichita State University in 1974 and a Master of
Business Administration in Finance from the University of Houston in
1978. From 1974-1977, Mr. Mustafoglu was a geophysicist with Shell
Oil Company. From 1977-1984, Mr. Mustafoglu was employed by Getty Oil
Company of Los Angeles in various corporate and financial planning
capacities. From 1984-1992, Mr. Mustafoglu served in various
executive management positions for companies affiliated with a
privately-held entity known as Oxbow Corporation. Oxbow group
companies were engaged in venture investing, energy production,
metals and coal trading, industrial production, publishing and
technology. During this time, Mr. Mustafoglu was vice-president of
Oxbow Resources, and President of the following companies: Oxbow
Energy, Inc., Pacific Basin Transportation, Inc., Oxbow Hydrocarbons,
Inc. and PetroPort Terminal Corporation. From 1991 to date, Mr.
Mustafoglu has been president of TransGlobal Financial Corporation,
specializing in consulting and financial planning for emerging growth
companies. Mr. Mustafoglu is a past member of the Board of Directors
of ECO2, Inc. (NASDAQ SmallCap (R); 1992-1995), Serv-Tech, Inc.
(NASDAQ NMS; 1995-1996), Corgenix Medical Corporation (OTC BB) in
1998 and U.S. Medical Group, Inc. (OTC BB; 1996-1999).
PREVIOUS BLANK CHECK COMPANIES
Previously the officers, directors or control persons of the
Company have been involved in the following blank check companies:
Girne Acquisition Corporation, Lapitos Acquisition Corporation and
Kyrenia Acquisition Corporation. Mr. Mustafoglu was the president,
sole director and a beneficial shareholder of Girne Acquisition
Corporation, Lapitos Acquisition Corporation and Kyrenia Acquisition
Corporation. Each of these companies has filed a registration
statement on Form 10-SB under the Exchange Act, which Registration
Statements have been declared effective and each files periodic
reports under the Exchange Act. The initial business purpose of each
of these companies was to engage in a merger or acquisition with an
unidentified company or companies and each will be classified as a
blank check company until completion of a business acquisition. The
initial business purpose of each of these companies is to engage in a
merger or acquisition with an unidentified company or companies and
each will be classified as a blank check company until completion of
a business acquisition. Girne Acquisition Corporation, Lapitos
Acquisition Corporation and Kyrenia Acquisition Corporation were
recently acquired by other companies (See below: RECENT TRANSACTIONS
BY BLANK CHECK COMPANIES).
CURRENT BLANK CHECK COMPANIES
Mr. Mustafoglu is the president, sole director and a beneficial
shareholder of Lapta Acquisition Corporation I-X for which
registration statements on Form 10-SB have been filed with the
Commission. None of the such registration statements have been
declared effective as of the filing of this Form 10-K. The initial
business purpose of these ten companies is to engage in a merger or
acquisition with an unidentified company or companies and each will
be classified as a blank check company until completion of a business
acquisition. Mr. Mustafoglu anticipates being involved with
additional blank check companies registering under the Securities Act
or under the Exchange Act.
RECENT TRANSACTIONS BY BLANK CHECK COMPANIES
On March 1, 2000, the Girne Acquisition Corporation was acquired
through a reorganization agreement with Electronic Identification,
Inc., a Nevada company. The Board of Directors approved the purchase
of the Company by Electronic Identification, Inc. On March 1, 2000,
the sole officer and director of Girne Acquisition Corporation
appointed Terry Kirby as a member of the board of directors. On March
1, 2000, Girne Acquisition Corporation accepted the resignation of
Mike M. Mustafoglu as a member of the board and as the sole officer,
effective immediately. The remaining member of the board decided not
fill the vacancy left by Mr. Mustafoglu. Mr. Kirby was also appointed
as President, Secretary, and Treasurer of Girne Acquisition
Corporation. Pursuant to the merger, Girne Acquisition Corporation
changed its name to Electronic Identification, Inc. and Girne
Acquisition Corporation filed a Form 8-K with the Securities and
Exchange Commission describing the merger. The common stock of
Electronic Identification, Inc. trades on the NASD OTC Bulletin Board
under the symbol EISQ.
On March 8, 2000, Kyrenia Acquisition Corporation was acquired
through a reorganization agreement with Bentley Communication
Corporation, a Florida company. The Board of Directors of Kyrenia
Acquisition Corporation approved the purchase of the Company by
Bentley Communication Corporation. On March 8, 2000, Kyrenia
Acquisition Corporation appointed Mr. Gordon Lee as a member of the
board of directors. On March 8, 2000, Kyrenia Acquisition Corporation
accepted the resignation of Mr. Mike M. Mustafoglu as a member of the
board of directors and the sole officer, effective immediately. On
March 8, 2000, the remaining board member decided not to fill the
vacancy left by Mr. Mustafoglu's resignation. Mr. Gordon Lee was also
appointed as President, Secretary, and Treasurer of Kyrenia
Acquisition Corporation. Pursuant to the merger, Kyrenia Acquisition
Corporation changed its name to Bentley Communication Corporation and
Kyrenia Acquisition Corporation filed a Form 8-K with the Securities
and Exchange Commission describing the merger. The common stock of
Bentley Communication Corporation trades under the symbol BTLY in the
"pink sheets" published by the National Quotation Bureau, Inc.
CONFLICTS OF INTEREST
The Company's officer and director has organized and expects to
organize other companies of a similar nature and purpose as the
Company. Consequently, there are potential inherent conflicts of
interest in acting as an officer and director of the Company.
Insofar as the officer and director is engaged in other business
activities, management anticipates that it will devote only a minor
amount of time to the Company's affairs. The Company does not have a
right of first refusal pertaining to opportunities that come to
management's attention insofar as such opportunities may relate to
the Company's proposed business operations, and
the Company will compete for such opportunities with other blank
check companies that the Company's sole officer and director has
incorporated.
A conflict may arise in the event that another blank check
company with which management is affiliated is formed and actively
seeks a target company. It is anticipated that target companies will
be located for the Company and other blank check companies in
chronological order of the date of formation of such blank check
companies or by lot. However, any blank check companies that may be
formed may differ from the Company in certain characteristics such as
place of incorporation, number of shares and shareholders, working
capital, types of authorized securities, or other matters. It may be
that a target company may be more suitable for or may
prefer a certain blank check company formed after the Company. In
such case, a business combination might be negotiated on behalf of
the more suitable or preferred blank check company regardless of date
of formation or choice by lot. Mr. Mustafoglu will be responsible
for seeking, evaluating, negotiating and consummating a business
combination with a target company that may result in terms providing
benefits to Mr. Mustafoglu.
Mr. Mustafoglu is the president of TransGlobal Financial
Corporation, a consulting firm located in Los Angeles, CA. As such,
demands may be placed on the time of Mr. Mustafoglu, which will
detract from the amount of time he is able to devote to the Company.
Currently, Mr. Mustafoglu intends to devote as much time to the
activities of the Company as may be required to accomplish its
objectives up to a maximum of ten (10) hours per week under the terms
of an employment agreement entered into with the Company. Should such
a conflict arise, however, there can be no assurance that Mr.
Mustafoglu would not attend to other matters prior to those of the
Company. Mr. Mustafoglu projects that initially up to ten hours per
month of his time may be spent locating a target company which amount
of time would increase if the analysis of, and negotiations and
consummation of a business combination with, a target company are
conducted.
Mr. Mustafoglu owns 100% of TransGlobal Financial Corporation
which, in turn, owns 40,008,000 shares of common stock of the
Company. Management of the Company does not presently intend to issue
any other securities, or rights to purchase securities, of the
Company to management or promoters, or their affiliates or
associates, prior to the completion of a business combination. At
the time of a business combination, management expects that some or
all of the shares of Common Stock owned by TransGlobal Financial
Corporation will be purchased or acquired by the target company or
its shareholders. The amount of Common Stock sold or retained by
TransGlobal Financial, if any, cannot be determined at this time.
The terms of business combination may include provisions
requesting that Mr. Mustafoglu remain a director or officer of the
Company and/or that consulting firms owned by Mr. Mustafoglu be
retained to provide services to the Company. The terms of a business
combination may provide for a payment by cash or other consideration
to TransGlobal Financial Corporation for the purchase of all or part
of the common stock of the Company by a target company. Mr.
Mustafoglu would directly benefit from such employment, engagement or
payment. Such benefits may influence Mr. Mustafoglu's choice of a
target company.
The Company may agree to pay finder's fees, as appropriate and
allowed, to unaffiliated persons who refer a target company to the
Company where that reference results in a business combination. The
amount of any finder's fee will be subject to negotiation, and cannot
be estimated at this time. No finder's fee of any kind will be paid
to management or promoters of the Company or to their associates or
affiliates. No loans of any type have, or will be, made to
management or promoters of the Company or to any of their associates
or affiliates, other than advancements that may be made by
TransGlobal Financial Corporation to the Company.
The Company's officer and director, its promoter and their
affiliates or associates have not had any negotiations with and there
are no present arrangements or understandings with any
representatives of the owners of any business or company regarding
the possibility of a business combination with the Company.
Management has adopted certain policies involving possible
conflicts of interest, including prohibiting any of the following
transactions involving management, promoters, shareholders or their
affiliates:
(i) Any lending by the Company to such persons;
(ii) The issuance of any additional securities to such
persons prior to a business combination;
(iii) The payment of any finder's fees to such persons.
These policies have been adopted by the Board of Directors of
the Company, and any changes in these provisions require the approval
of the Board of Directors. Currently, management does not intend to
propose any such action and does not anticipate that any such action
will occur.
There are no binding guidelines or procedures for resolving
potential conflicts of interest between Mike M. Mustafoglu,
TransGlobal Financial Corporation and the Company, or between the
Company and any blank check company Mr. Mustafoglu controls. Failure
by management to resolve conflicts of interest in favor of the
Company could result in liability of management to the Company.
However, any attempt by shareholders to enforce this liability of
management to the Company would most likely be prohibitively
expensive and time consuming.
ITEM 10. EXECUTIVE COMPENSATION
The Company's officer and director does not receive any
compensation for his services rendered to the Company, nor has he
received such compensation in the past. As of the date of this
registration statement, the Company has no funds available to pay the
officer and director. Further, the officer and director is not
accruing any compensation pursuant to any agreement with the Company.
The officer and director of the Company will not receive any
finder's fee, either directly or indirectly, as a result of his
efforts to implement the Company's business plan outlined herein.
However, the officer and director of the Company anticipates
receiving benefits as a beneficial shareholder of the Company.
No retirement, pension, profit sharing, stock option or
insurance programs or other similar programs have been adopted by the
Company for the benefit of its employees.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth, as of June 30, 2000, each
person known by the Company to be the beneficial owner of five
percent or more of the Company's Common Stock and the director and
officer of the Company. Except as noted, the holder thereof has sole
voting and investment power with respect to the shares shown.
Amount of Percent of
Common Stock Common Stock
Beneficially Beneficially
Name Owned (1) Owned (2)
Mike M. Mustafoglu 150 *
1800 Century park East
Suite 600
Los Angeles, CA 90067
TransGlobal Financial Corp.(3,4) 40,008,850 90.7%
1800 Century park East
Suite 600
Los Angeles, CA 90067
Diva Trust (5) 3,120,000 7.1%
1902 Vision Drive
Palm Beach Gardens, FL 33418
All directors and 40,008,850 90.7%
executive officers as
as group (1 person)
* Less than 1%.
(1) Based upon 44,127,571 outstanding shares of common stock
(2) Assumes exercise of warrants, options or other rights to
purchase securities held by the named shareholder exercisable
within six months of the date hereof.
(3) TransGlobal Financial Corporation is an affiliate of Mike M.
Mustafoglu, the sole director and officer of the Company. Mike M.
Mustafoglu is the sole shareholder of TransGlobal Financial
Corporation. Since TransGlobal Financial Corporation has fewer
than 100 shareholders and is not making and does not intend to
make a public offering of its securities, management believes
that TransGlobal Financial Corporation is not deemed to be an
investment company by virtue of an exemption provided under the
Investment Company Act of 1940, as amended.
(4) Mike M. Mustafoglu, the sole director and executive officer of
the
Company is the sole shareholder of TransGlobal Financial Corporation.
(5) The beneficiaries of the Diva Trust are Mike M. Mustafoglu's wife
and children. Mr. Mustafoglu's wife acts as the trustee of The Diva
Trust. Mr. Mustafoglu disclaims any beneficial interest in the shares
of the Company held by Diva Trust.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On January 6, 2000, the Company issued a total of 40,000,000
shares of its restricted Common Stock to TransGlobal Financial
Corporation in exchange for payment the demand notes, together
with accrued and unpaid interest, aggregating $ 52,489. Mr.
Mustafoglu, the president and sole director of the Company, is the
sole director and shareholder of TransGlobal Financial Corporation
and is therefore considered to be the beneficial owner of the common
stock of the Company issued to TransGlobal Financial Corporation.
With respect to the shares issued to TransGlobal Financial
Corporation, the Company relied on Section 4(2) of the Securities Act
of 1933, as amended and Rule 506 promulgated thereunder.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
2.1* Agreement and Plan of Reorganization between
Lapitos Acquisition Corporation and Para Mas
Internet,Inc.
3.1 Articles of Incorporation and amendments thereto.
3.2 By-Laws of the Company.
23.1 Consent of Accountants
27.1 Financial Data Schedule
_____
* Previously filed
(b) The Company filed a Form 8-K on May 17, 2000 to report
its Agreement and Plan of Reorganization between Lapitos Acquisition
Corporation and the Company. The Company filed an amended Form 8-K/A
on July 18, 2000 on the same subject.
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.
PARA MAS INTERNET, INC.
By: /s/ Mike M. Mustafoglu
Mike M. Mustafoglu,
President
Dated: September 20, 2000
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.
NAME OFFICE DATE
Mike M. Mustafoglu Director September 20, 2000
PARA MAS INTERNET, INC.
FINANCIAL STATEMENTS
June 30, 2000 and 1999
PARA MAS INTERNET , INC.
Index to Financial Statements
Page
Audit Report of Independent Certified Public Accountants
F-3
Financial Statements
Balance Sheet at June 30, 2000 and 1999 F-4
Statements of Losses for the two years ended
June 30, 2000 and 1999 F-5
Statements of Deficiency in Stockholders' Equity
For the two years ended June 30, 2000 and 1999 F-6
Statements of Cash Flows for the two years ended
June 30, 2000 and 1999 F-7
Notes to Financial Statements F-8 to F-13
STEFANOU & COMPANY, LLP
CERTIFIED PUBLIC ACCOUNTANTS
1360 Beverly Road
Suite 305
McLean, VA 22101-3621
703-448-9200
703-448-3515 (fax)
Philadelphia, PA
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors
Para Mas Internet, Inc.
Los Angles, California
We have audited the accompanying balance sheet of Para Mas
Internet, Inc., a Nevada corporation, as of June 30, 2000 and 1999
and the related statements of losses, deficiency in stockholders'
equity, and cash flows for the years 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 upon our audit.
We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatements. 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 our audit provides 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
Para Mas Internet, Inc. of June 30, 2000 and 1999, and the results
of its operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared
assuming the Company will continue as a going concern. As discussed
in Note G to the financial statements, the Company has suffered
recurring losses from operations and has no established source of
revenue. This raises substantial doubt about its ability to continue
as a going concern. Management's plans in regard to these matters
are also described in Note G. The financial statements do not
include any adjustments that might result form the outcome of this
uncertainty.
/s/ Stefanou & Company , LLP
Stefanou & Company, LLP
McLean, Virginia
July 10, 2000
F-3
PARA MAS INTERNET, INC.
BALANCE SHEET
JUNE 30, 2000 AND 1999
ASSETS
June 30,
2000
June 30,
1999
CURRENT ASSETS:
Cash
$
-
$
-
Total current assets
-
-
LIABILITIES AND DEFICIENCY IN STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued
expenses
$
2,169
$
8,072
Note payable
15,000
15,000
Notes payable- related party
(Note E)
-
42,803
Total current
liabilities
17,169
65,875
DEFICIENCY IN STOCKHOLDERS' EQUITY
(NOTES B and C):
Preferred stock, par value,
$.001 per share;
authorized 10,000,000
shares; 68,400 shares
issued at June 30, 2000 and
64,200 shares issued at June
30, 1999
68,400
64,200
Common stock, par value, $
.001 per share; authorized,
100,000,000 shares;
44,127,695 shares issued
at June 30, 2000 and
4,127,569 and June 30, 1999
44,128
4,127
Additional paid in capital
1,415,949
1,407,661
Accumulated deficit
(1,545,64
6)
(1,541,863
)
(17,169)
(65,875)
$
-
$
-
See accompanying notes to financial statements
F-4
PARA MAS INTERNET, INC.
STATEMENT OF LOSSES
FOR THE YEARS ENDED JUNE 30, 2000 AND 1999
June
30,
2000
Jun 30,
1999
Other (income) expense:
Interest
expense
$
3,783
$
4,399
Other expense
3,783
4,399
Net loss
3,783
4,399
Preferred stock dividends
4,200
4,200
Net loss available to
common shareholders (Note
C)
$
7,983
$
8,599
Loss per share:
Basic and diluted
$
.00
$
.00
Basic and diluted
10,013,
099
4,127,5
69
See accompanying notes to financial statements
F-5
PARA MAS INTERNET, INC.
STATEMENT OF DEFICIENCY IN STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED JUNE 30, 2000 AND 1999
Common
Shares
Prefer
red
Shares
Common
Stock
Amount
Preferr
ed
Stock
Amount
Additio
nal
Paid in
Capital
Accumulat
ed
Deficit
Tota
l
Balance at June
30, 1998
4,127,5
69
60,000
$
4,127
$
60,000
$1,411,
861
$
(1,537,46
4)
$(61,
476)
Preferred stock
dividend
-
4,200
-
4,200
(4,200)
-
-
Net loss
-
-
-
-
-
(4,399)
(4,39
9)
Balance at June
30, 1999
4,127,5
69
64,200
4,127
64,200
1,407,6
61
(1,541,86
3)
(65,8
75)
Preferred stock
dividend
-
4,200
-
4,200
(4,200)
-
-
Common stock
issued in exchange
for debt (Notes B
and E)
40,000,
000
-
40,000
-
12,489
-
52,48
9
Adjustment
126
-
1
-
(1)
-
-
Net loss
-
-
-
-
-
(3,783)
(3,78
3)
Balance at June
30, 2000
44,127,
695
68,400
$
44,128
$
68,400
$1,415,
949
$
(1,545,64
6)
$(17,
169)
See accompanying notes to financial statements
F-6
PARA MAS INTERNET, INC.
STATEMENT OF CASH FLOWS
FOR THE YEARS ENDED JUNE 30, 2000 AND 1999
June
30,
2000
June
30,
1999
Cash flows from operating
activities:
Net loss
$
(3,783
)
$
(4,399)
Change in assets and
liabilities:
Adjustments to reconcile
net loss to net
cash provided by operating
activities:
Common stock issued
in exchange for debt
52,489
Increase (decrease) in:
Accounts payable and
accrued expenses
(5,903
)
(4,399)
Net cash provided (used) by
operating activities
42,803
-
Cash flows from financing
activities
Repayment of notes payable-
shareholders
(42,80
3)
-
Net cash provided by
financing activities
(42,80
3)
-
Net decrease in cash and
equivalents
-
-
Cash - beginning of period
0
0
Cash - end of period
$
0
$
0
Supplemental Disclosure of Cash
Flow Information:
Cash paid during
the year for interest
$
-
$
-
Cash paid during
the year for taxes
-
-
Common issued in
exchange for debt
52,489
-
Preferred stock dividends
paid in
additional preferred shares
4,200
4,200
See accompanying notes to financial statements
F-7
PARA MAS INTERNET, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2000 AND 1999
NOTE A-SUMMARY OF ACCOUNTING POLICIES
A summary of the significant accounting policies applied in the
preparation of the accompanying financial statements follows.
Business Operations
Para Mas Internet, Inc. ("Company" or "Para Mas") was
incorporated under the laws of the State of Nevada on June 6,
1994 as U.S. Medical Management, Inc., a wholly owned subsidiary
of Waterloo Wheels, Inc. Waterloo Wheels, Inc. was incorporated
on June 2, 1986 under the laws of British Columbia. In June
1995, the shareholders of Waterloo Wheels, Inc. exchanged all
their outstanding stock for shares of the Company on a share for
share basis. In June 1995, the Company completed a merger with
Ken Venturi Golf Training Center, Inc. Effective with the
merger, all previously outstanding common stock of Ken Venturi
Golf Center, Inc. was exchanged for 4,000,000 shares of the
Company's common stock. Immediately following the merger, the
Company changed its name to Ken Venturi Golf, Inc.
In November 1997, the Company changed its name to
Transcontinental Waste, Industries. In April 1999, the Company
changed its name to Financial Depot Online, Inc. In August 1999
the Company changed its name to Para Mas Internet, Inc.
On April 17, 2000, Para Mas completed a Stock Exchange
Agreement with Lapitos Acquisition Corporation ("Lapitos") in
a transaction accounted for using the purchase method of
accounting. The total purchase price and carrying value of net
assets acquired of the Lapitos was $ 1. From Lapito's inception
, until the date of the exchange, Lapitos was an inactive
corporation with no assets and liabilities.
Effective with the exchange, all previously outstanding common
stock, preferred stock, options and warrants owned by Lapitos
stockholders were exchanged for an aggregate of 1,000 shares of
Para Mas's common stock. The value of the stock that was issued
was the historical cost of Lapitos's net tangible assets, which
did not differ materially from their fair value. In accordance
with Accounting Principles Opinion No. 16, Para Mas was the
acquiring entity.
The Company has generated no sales revenues, has incurred
expenses and has sustained losses. Consequently, its operations
are subject to all the risks inherent in the establishment of a
new business enterprise. For the period from inception through
June 30, 2000 the Company has an accumulated deficit of $
1,545,646.
F-8
PARA MAS INTERNET, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2000 AND 1999
NOTE A-SUMMARY OF ACCOUNTING POLICIES ( continued)
Income Taxes
Income taxes are provided based on the liability method for
financial reporting purposes in accordance with the provisions
of Statements of Financial Standards No. 109, "Accounting for
Income Taxes". Deferred and prepaid taxes are provided for on
items which are recognized in different periods for financial
and tax reporting purposes.
Cash Equivalents
For purposes of the Statements of Cash Flows, the Company
considers all highly liquid debt instruments purchased with a
maturity date of three months or less to be cash equivalents.
Intangible Assets
Organization costs incurred after December 31, 1999 will be
expensed as incurred in accordance with AICPA Statement of
Position 98-5.
Stock Based Compensation
The Company accounts for stock transactions in accordance with APB
Opinion 25, "Accounting for Stock Issued to Employees." In
accordance with statement of Financial Accounting Standards No.
123, "Accounting for Stock Based Compensation," the Company has
adopted the proforma disclosure requirements.
Liquidity
As shown in the accompanying financial statements, the Company
incurred a net loss of $ 3,783 during the year ended June 30,
2000 and $ 4,399 during the year ended June 30, 1999.
Comprehensive Income
The Company does not have any items of comprehensive income in any
of the periods presented.
F-9
PARA MAS INTERNET, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2000 AND 1999
NOTE A-SUMMARY OF ACCOUNTING POLICIES ( continued)
Net Loss Per Share
Losses per common share for the years ended June 30, 2000 and
1999 are based upon 10,013,099 and 4,127,569 shares
respectively, representing the weighted average number of shares
outstanding.
Earnings Per Share
The Company has adopted Statement of Financial Accounting
Standard No. 128, "Earnings Per Share," specifying the
computation, presentation and disclosure requirements of
earnings per share information. Basic earnings per share has
been calculated based upon the weighted average number of common
shares outstanding. Stock options and warrant's have been
excluded as common stock equivalents in the diluted earnings per
share because they are either antidilutive, or their effect is
not material. There is no effect on earnings per share
information for the years ended June 30, 1999 and 1998 relating
to the adoption of this standard.
Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect certain reported
amounts and disclosures. Accordingly, actual results could
differ from those estimates.
F-10
PARA MAS INTERNET, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2000 AND 1999
NOTE B-CAPITAL STOCK
In November, 1997, the Company approved, by unanimous consent of
its Board of Directors, to amend the Company's articles of
incorporation to increase the number of shares of common stock,
par value $.001 per share from 25,000,000 shares to 100,000,000
shares and to create 10,000,000 shares of preferred stock, par
value $.001 per share.
Share amounts presented in the balance sheets and statements of
deficiency in stockholders' equity reflect the actual share
amounts outstanding for each period presented.
NOTE C- PREFERRED STOCK
In May 1998, the Company issued 60,000 shares of Series B 7%
Cumulative Redeemable Convertible Preferred Stock ("Preferred
Shares") in exchange for professional services rendered to the
Company . Holders of the Preferred Shares are entitled to receive
cumulative cash dividends at the annual rate of 7% per annum, or
$.07 per share, payable quarterly. The dividends may be payable in
cash or through a dividend of additional shares of Preferred
Shares. The Company paid a $ 4,200 Series B Preferred Stock
dividend to the holders of the Preferred Shares during the years
ended June 30, 2000 and 1999, respectively.
The Preferred Shares rank senior to the common stock. The
Preferred Shares have a liquidation preference of $ 1.00 per share
plus any and all declared and unpaid dividends.
The Preferred Shares are convertible, in whole or in part , at the
option of the holders thereof, into shares of common stock at
amount equal to the Company's average closing bid price of the
common stock for thirty days immediately preceding the conversion
divided by the liquidation preference of $1.00 per share.
The Company may, at its option, convert the Preferred Shares into
the Company's common stock by dividing the average closing price
of the Company's common stock over a twenty (20) day period by the
liquidation preference of $1.00 per share. In order to exercise
this option, the average price of the Company's common stock must
be at least $1.50 per share.
F-11
PARA MAS INTERNET, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2000 AND 1999
NOTE D-INCOME TAXES
The Company has adopted Financial Accounting Standard number 109
which requires the recognition of deferred tax liabilities and
assets for the expected future tax consequences of events that
have been included in the financial statement or tax returns.
Under this method, deferred tax liabilities and assets are
determined based on the difference between financial statements
and tax bases of assets and liabilities using enacted tax rates
in effect for the year in which the differences are expected to
reverse. Temporary differences between taxable income reported
for financial reporting purposes and income tax purposes are
insignificant.
At June 30, 2000, the Company has available for federal income
tax purposes a net operating loss carryforward of $1,545,000
expiring the year 2020 that may be used to offset future taxable
income. The future utilization of the operating loss
carryforwards or the time period in which the carryforwards
could be utilized could be limited. The deferred tax asset
related to the carryforward is approximately $ 525,000. The
Company has provided a valuation reserve against the full amount
of the net operating loss benefit, since in the opinion of
management based upon the earnings history of the Company, it is
more likely than not that the benefits will not be realized.
Due to significant changes in the Company's ownership, the
Company's future use of its existing net operating losses may be
limited.
Components of deferred tax assets as of June 30, 2000 are as
follows:
Non current:
Net operating loss carryforward $ 525,000
Valuation allowance (525,000)
Net deferred tax asset $ -
NOTE E-NOTES PAYABLE-RELATED PARTY
The Company's principal shareholder has advanced funds to the
Company for the purpose of meeting various working capital
requirements. These advances are in the form of unsecured demand
notes with interest at the prime lending rate plus 3% per annum.
During the year ended June 30, 2000, the Company issued 40,000,000
shares of the Company's restricted common stock to the
shareholder in exchange for payment the demand notes, together
with accrued and unpaid interest, aggregating $ 52,489.
F-12
PARA MAS INTERNET, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2000 AND 1999
NOTE F-LOSSES PER COMMON SHARE
The following table presents the computation of basic and diluted
loss per share at June 30, 2000 and 1999:
2000
1999
Net loss
$ (3,783)
$ (4,399)
Preferred stock dividends
4,200
4,200
Net loss available for common
shareholders
(7,983)
(8,599)
Basic and fully diluted loss
per share
$ (.00)
$
(.00)
Weighted average common shares
outstanding
10,013,09
9
4,127,569
Net loss per share is based upon the weighted average number of
shares of common stock outstanding.
NOTE G-GOING CONCERN MATTERS
The accompanying financial statements have been prepared on a
going concern basis, which contemplates the realization of assets
and the satisfaction of liabilities in the normal course of
business. As shown in the financial statements during the years
ended June 30, 2000 and 1999, the Company incurred losses of $
3,783 and $4,399, respectively. These factors among others may
indicate that the Company will be unable to continue as a going
concern for a reasonable period of time.
The financial statements do not include any adjustments relating
to the recoverability and classification of liabilities that might
be necessary should the Company be unable to continue as a going
concern. The Company's continuation as a going concern is
dependent upon its ability to generate sufficient cash flow to
meet its obligations on a timely basis, to obtain additional
financing as may be required, and ultimately to attain
profitability.
F-13
Ex-3.1
ARTICLES OF INCORPORATION
OF
U.S. MEDICAL MANAGEMENT INC.
FIRST, The name of the corporation is U.S. MEDICAL
MANAGEMENT INC.
SECOND, It's registered office in the State of Nevada is
located at 2533 North Carson Street, Carson City, Nevada 89706
that this Corporation may maintain as office, or offices, in
such other place within or without the State of Nevada as may be
from time designated by the Board of Directors, or by the By-
Laws of said Corporation, and that this Corporation may conduct
all Corporation businesses of every kind and mature, including
the holding of all meetings of Directors and Stockholders,
outside the state of Nevada as well as within the State of
Nevada.
THIRD, The objects for which this Corporation is formed
are: To engage in any lawful activity, including, but not
limited to the following:
(A) Shall have such rights, privileges and powers as may be
conferred upon corporations by any existing law.
(B) May at any time exercise such rights, privileges and
powers, when not inconsistent with the purposes and objects
for which this corporation is organized.
(C) Shall have power to have succession by its corporate name
for the period limited in its certificate or notices of
incorporation, and when no period is limited, perpetually or
until dissolved and its affairs wound up according to law.
(D) Shall have power to sue and be sued in any court of law or
equity.
(E) Shall have power to make contracts.
(F) Shall have power to hold, purchase and convey real and
personal estate and to mortgage or lease any such real and
personal estate with its franchises. This power to hold real
and personal estate shall include the power to take the same
by devise or bequest in the State of Nevada, or in any other
state, territory or country.
(G) Shall have power to appoint such officers and agents as the
affairs of the corporation shall require, and to allow them
suitable compensation.
(H) Shall have power to make By -Laws not inconsistent with the
consideration or laws of the United States, or of the State
of Nevada, for the management, regulation and government
affairs and property, the transfer of its stock, the
transaction of its business, and the calling and holding of
meetings of its stockholders.
(I) Shall have power to wind up and dissolve itself, or be
wound up or dissolved.
(J) Shall have power to adopt and use a common seal or stamp,
and alter the same at pleasure. This use of a seal or stamp
by the corporation on any corporate documents is not
necessary. The corporation may use a seal or stamp if it
desires, but such use or nonuse shall not in say way affect
the legality of the document.
(K) Shall have power to borrow money and contract debts when
necessary for the transaction of its business, of for the
exercise of its corporate rights, privileges or franchises,
or for any other lawful purpose of its incorporation; to
issue bonds, promissory notes, bills of exchange,
debentures, and other obligations and evidences of
indebtedness, payable at a specified event or events,
whether secured by mortgage, pledges, or otherwise, or
unsecured, for money borrowed, or in payment for property
purchased, or acquired, or for any other lawful object.
(L) Shall have power to guarantee, purchase, hold, sell,
assign, transfer, mortgage, pledge, or otherwise dispose of
the shares of the capital stock of, or any bonds, securities
or evidences of the indebtedness created by, any other
corporation or corporations of the State of Nevada, or any
other state or government, and, while owners of such stock,
bonds, securities or evidences or indebtedness, to exercise
all the rights, powers and privileges of ownership,
including the right to vote, if any.
(M) Shall have power to purchase, hold, sell and transfer
shares of its own capital stock and use therefor its
capital, capital surplus, or other property or fund.
(N) Shall have power to conduct business, have one or more
offices, and hold, purchase mortgage and convey real and
personal property in the State of Nevada, and in any of the
several states, territories, possessions and dependencies of
the United States, the District of Columbia, and any foreign
countries.
(O) Shall have power to do all and everything necessary and
proper for the accomplishment of the objects enumerated in
its certificates or articles of incorporation, or any
amendment thereof, or necessary or incidental to the
protection and benefit of the corporation, and, in general,
to carry on say lawful business necessary or incidental to
the attainment of the objects of the corporation, whether or
not such business is similar in nature to the objects set
forth in the certificate or articles of incorporation of the
corporation, or any amendment thereof.
(P) Shall have power to make donations for the public welfare
or for charitable , scientific, or educational purposes.
(Q) Shall have power to enter into partnerships, general or
limited, or joint ventures, in connection with any lawful
activities.
FOURTH, That the total number of voting common stock
authorized that may be issued by the Corporation is TWENTY-FIVE
MILLION (25,000,000) shares of stock at $.001 per value and no
other class of stock shall be authorized. Said shares with a par
value of $.001 may be issued by the corporation from time to
time for such considerations as may be fines from time to time
by the Board of Directors.
FIFTH, The governing board of this corporation shall be
known as directors, and the number of directors may from time to
time be increased or decreased in such a manner as shall be
provided by the By-Laws of this corporation, providing that the
number of directors shall not be reduced to fewer than one (1).
The name and post office address of the first Board of
Directors shall be (1) in number and listed as follows:
NAME POST OFFICE AND ADDRESS
Betty J. Elpern 2533 North Carson Street
Carson City, Nevada 89706
SIXTH, The capital stock, after the amount of the
subscription price, or par value, has been paid in, shall not be
subject to assessment to pay the debts of the corporation.
SEVENTH, The name and post office address of the
incorporator signing the Articles of Incorporation is as
follows:
NAME POST OFFICE ADDRESS
Betty J. Elpern 2533 North Carson
Street
Carson City, Nevada
89706
EIGHTH, The resident agent for this corporation shall be:
LAUGHLIN ASSOCIATES, INC.
The address of said agent, and, the registered or statutory
address of this corporation in the state of Nevada shall be:
2533 North Carson Street
Carson City, Nevada 89706
NINTH, The corporation is to have perpetual existence.
TENTH, In furtherance and not in limitation of the powers
conferred by statue, the Board of Directors is expressly
authorized:
Subject to the By-Laws, if any, adopted by the
Stockholders, to make, alter or amend the By-Laws of the
Corporation.
By resolution passed by a majority of the whole Board, to
designate one (1) or more committees, each committee to consist
of one or more of the Directors of the Corporation, which, to
the extent provided in the resolutions, or in the By-Laws of the
Corporation, shall have and may exercise the powers of the Board
of Directors in the management of the business and affairs of
the Corporation. Such committee, or committees, shall have such
name, or names, as may be stated in the By-Laws of the
Corporation, or as may be determined from time to time by
resolution adopted by the Board of Directors.
When and as authorized by the affirmative vote of the
Stockholders holding stock entitling them to exercise at least a
majority of the voting power given as a Stockholder meeting
called for that purpose, or when authorized by the written
consent of the holders of at least a majority at any meeting to
sell, lease or exchange all of the property and assets of the
Corporation, including its good will and its corporate
franchises, upon such terms and conditions as its board of
Directors deems expedient and for the best interests of the
Corporation.
ELEVENTH- No shareholder shall be entitled as a matter of
right to subscribe for or receive additional shares of any class
of stock of the Corporation, whether now or hereafter
authorized, or any bonds, debentures or securities convertible
into stock, but such additional shares of stock or other
securities convertible into stock may be issued or disposed of
by the Board of Directors to such persons and on such terms as
in its discretion it shall deem advisable.
TWELFTH, No director or officer of the Corporation shall be
personally liable to the Corporation or any of its stockholders
for damages for breach of fiduciary duty as a directory or
officer involving any act or omission of any such director or
officer, provided, however, that the foregoing provision shall
not eliminate or limit the liability of a director or officer
(1) for acts of omission which involve intentional misconduct,
fraud or a knowing violation of law, or (2) the payment of
dividends in violations of Sections 78.300 of the Nevada Revised
States. Any repeal or modification of this Article by the
stockholders of the Corporation shall be prospective only, and
shall not adversely affect any limitation on the personal
liability of a director or officer of the Corporation for acts
or omissions prior to such repeal or modification.
THIRTEENTH, This Corporation reserves the right to amend,
alter, change or repeal any provision contained in the Articles
of Incorporation, in the manner now or hereafter prescribed by
statue, or by the Articles of Incorporation, and all rights
conferred upon Stockholders herein are granted subject to this
reservation.
I, THE UNDERSIGNED, being the Incorporator hereinbefore named
for the purpose of forming a Corporation pursuant to the General
Corporation Law of the State of Nevada, do make and file those
Articles of Incorporation, hereby declaring and certifying that
the facts herein stated are true, and accordingly have hereunto
set my hand this 3rd day of JUNE, 1994.
/s/ Betty J. Helpern
CERTIFICATE AMENDING ARTICLES OF INCORPORATION
OF
U.S. MEDICAL MANAGEMENT INC.
The undersigned, being President and Secretary of
U.S. MEDICAL MANAGEMENT INC.
a Nevada Corporation, hereby certify that by a majority vote of
the Board of Directors and a majority vote of the stockholders
at a meeting duly convened and held June 23rd, 1995, it was
agreed by unanimous vote that this CERTIFICATE AMENDING THE
ARTICLES OF INCORPORATION be filed.
The undersigned further certify that the original Articles of
Incorporation of
U.S. MEDICAL MANAGEMENT INC.
were filed with the Secretary of the State of Nevada on the 8th
day of June 1995 herein is amended to read as follows:
ARTICLE FIRST
FIRST, The name shall be:
Ken Venturi Golf, Incorporated
CERTIFICATE OF AMENDMENT
OF THE
ARTICLES OF INCORPORATION OF
KEN VENTURI GOLF, INCORPORATED
The undersigned, being the President and Secretary of KEN
VENTURI GOLF, INCORPORATED, does hereby certify:
That the Board of Directors at a meeting convened, held on
the 14th day of November, 1997, adopted a resolution to amend
the Corporation's Articles of Incorporation to be effective
November 19, 1997 as follows:
1. Article FIRST of the Articles of Incorporation of KEN
VENTURI GOLF, INCORPORATED which sets forth the name
of the Corporation is hereby amended to read in its
entirety as follows:
"FIRST. The name of the Corporation is
TransContinental Waste Industries, Inc."
2. Article FOURTH of the Articles of Incorporation of KEN
VENTURI GOLF, INCORPORATED which sets forth the number
of shares of capital stock the Corporation has the
authority to issue is hereby amended to read in its
entirety as follows:
"FOURTH. The total number of shares of all classes of
capital stock which the Corporation shall have the authority to
issue is One Hundred Ten Million (110,000,000) shares divided
into two (2) classes of which One Hundred Million (100,000,000)
shares, par value $.001 per share, shall be designated Common
Stock, and Ten Million (10,000,000) shares, par value $.001 per
share, shall be designated Preferred Stock. The Board of
Directors is expressly vested with authority to issue the Common
Stock and the Preferred Stock from time to time."
A. All Classes of Capital Stock. The following
provisions shall apply to all classes of the Corporation's
capital stock:
Section 1. Acquisition, Redemption and Other
Disposition. The Corporation shall have the power to acquire
(by purchase, redemption, or otherwise), hold, own, pledge,
sell, transfer, assign, reissue, cancel, or otherwise dispose of
the shares of the Corporation in the manner and to the extent
now or hereafter permitted by the laws of the State of Nevada
(but such power shall not imply an obligation on the part of the
owner or holder of any share to sell or otherwise transfer such
share to the Corporation), including the power to purchase,
redeem, or otherwise acquire the it's own shares, directly or
indirectly, and without pro rata treatment of the owners or
holders of any class or series of shares, unless, after giving
effect thereto, the Corporation would not be able to pay its
debts as they become due in the usual course of business or the
Corporation's total assets would be less than its total
liabilities (and without regard to any amounts that would be
needed, if the Corporation were to be dissolved at the time of
the purchase, redemption, or other acquisition, to satisfy the
preferential rights upon dissolution of stockholders whose
preferential rights are superior to those of the holders of the
shares of the Corporation being purchased, redeemed, or
otherwise acquired, unless otherwise expressly provided with
respect to a series of Preferred Stock). Shares of the
Corporation purchased, redeemed, or otherwise acquired by it
shall constitute authorized but unissued shares, unless prior to
any such purchase, redemption, or other acquisition, or within
thirty (30) days thereafter, the Board of Directors adopts a
resolution providing that such shares constitute authorized and
issued but not outstanding shares;
Section 2. Reissuance. Preferred Stock of any series
that has been redeemed (whether through the operation of a
retirement or sinking fund or otherwise) or purchased by the
Corporation, or which, if convertible, have been converted into
shares of the Corporation of any other class or series, may be
reissued as a part of such series or of any other series of
Preferred Stock, subject to such limitations (if any) as may be
fixed by the Board of Directors with respect to such series of
Preferred Stock in accordance with the provisions of Article
FOURTH, Subsection C, of these Articles of Incorporation; and
Section 3. Disposition, Issuance and Sale. The Board
of Directors of the Corporation may dispose of, issue, and sell
shares in accordance with, and in such amounts as may be
permitted by, the laws of the State of Nevada and the provisions
of these Articles of Incorporation and for such consideration,
at such price or prices, at such time or times and upon such
terms and conditions (including the privilege of selectively
repurchasing the same) as the Board of Directors shall
determine, without the authorization or approval by any
stockholders of the Corporation. Shares may be disposed of,
issued, and sold to such persons, firms, or corporations as the
Board of Directors may determine, without any preemptive or
other right on the part of the owners or holders of other shares
of the Corporation of any class or kind to acquire such shares
by reason of their ownership of such other shares.
B. Common Stock. The following provisions shall apply to
the Common Stock:
Section 1. Voting Rights. Except as otherwise
provided by the General Corporation Law of Nevada and subject to
such stockholder disclosure and recognition procedures (which
may include voting prohibition sanctions) as the Corporation may
by action of its Board of Directors establish, shares of Common
Stock shall have unlimited voting rights and each outstanding
share of Common Stock shall, when validly issued by the
Corporation, entitle the record holder thereof to one vote at
all stockholders' meetings on all matters submitted to a vote of
the stockholders of the Corporation;
Section 2. Dividends and Distributions. Shares of
Common Stock shall be equal in every respect insofar as their
relationship to the Corporation is concerned, but such equality
of rights shall not imply equality of treatment as to redemption
or other acquisition of shares by the Corporation. Subject to
the rights of the holders of any outstanding series of Preferred
Stock, the holders of Common Stock shall be entitled to share
ratably in such dividends or other distributions (other than
purchases, redemptions, or other acquisitions of shares by the
Corporation), if any, as are declared and paid from time to time
on the Common Stock at the discretion of the Board of Directors;
and
Section 3. Liquidation, Dissolution or Winding Up. In the
event of any liquidation, dissolution, or winding up of the
Corporation, either voluntary or involuntary, after payment
shall have been made to the holders of any outstanding series of
Preferred Stock of the full amount to which they shall be
entitled, the holders of Common Stock shall be entitled, to the
exclusion of the holders of Preferred Stock of any and all
series, to share, ratably according to the number of shares of
Common Stock held by them, in all remaining assets of the
Corporation available for distribution to its stockholders.
C. Preferred Stock. The following provisions shall apply
to the Preferred Stock:
1. Issuance. The Board of Directors is hereby
expressly authorized to provide, out of the unissued shares of
Preferred Stock, for one or more series of Preferred Stock.
Before any shares of any such series are issued, the Board of
Directors shall fix, and hereby is expressly empowered to fix,
by adopting and filing in accordance with the General
Corporation Law of Nevada, a Certificate of Designation, after
adopting a resolution or resolutions providing for the issue of
such Preferred Stock, and in such resolution or resolutions
providing for the issue of shares of each such class and of each
particular series of any such class. The Board of Directors is
also expressly vested with authority to fix the number of shares
constituting any such series of any such class and to fix the
terms of such Preferred Stock or series of Preferred Stock,
including the following:
(i) the designation of such series, the
number of shares to constitute such series and the stated value
thereof if different from the par value thereof;
(ii) whether the shares of such series shall
have voting rights, and, if so, the terms of such voting rights,
which may be general or limited, may include multiple votes per
share and may include the right, under specified circumstances,
to elect additional directors;
(iii) the dividends, if any, payable on
such series, whether any such dividends shall be cumulative,
and, if so, from what dates, the conditions and dates upon which
such dividends shall be payable, the preference or relation
which such dividends shall bear to the dividends payable on any
shares of stock of any other class or any other series of
Preferred Stock;
(iv) whether the shares of such series shall
be subject to redemption by the Corporation and, if so, the
times, prices and other conditions of such redemption;
(v) the amount or amounts payable upon
shares of such series upon, and the rights of the holders of
such series in, the voluntary or involuntary liquidation,
dissolution or winding up, or upon any distribution of the
assets, of the Corporation;
(vi) whether the shares of such series shall
be subject to the operation of a retirement or sinking fund and,
if so, the extent to and manner in which any such retirement or
sinking fund shall be applied to the purchase or redemption of
the shares of such series for retirement or other corporate
purposes and the terms and provisions relative to the operation
thereof;
(vii) whether the shares of such series
shall be convertible into, or exchangeable for, shares or stock
of any other class or any other series of Preferred Stock or any
other securities (whether or not issued by the Corporation) and,
if so, the price or prices or the rate or rates of conversion or
exchange and the method, if any, of adjusting the same, and any
other terms and conditions of conversion or exchange;
(viii) the limitations and restrictions,
if any, to be effective while any shares of such series are
outstanding upon the payment of dividends or the making of other
distributions on, and upon the purchase, redemption or other
acquisition by the Corporation of, the Common Stock or shares of
stock of any other class or any other series of Preferred Stock;
(ix) the conditions or restrictions, if any,
upon the creation of indebtedness of the Corporation or upon the
issue of any additional stock, including additional shares of
such series or of any other series of Preferred Stock or of any
other class of stock; and
(x) any other powers, preferences and
relative, participating, optional and other special rights, and
any qualifications, limitations and restrictions thereof.
Except to the extent otherwise expressly provided in these
Articles of Incorporation or required by law (i) no share of
Preferred Stock shall have any voting rights other than those
which shall be fixed by the Board of Directors pursuant to this
Article FOURTH and (ii) no share of Common Stock shall have any
voting rights with respect to any amendment to the terms of any
series of Preferred Stock, provided however, that in the case of
this clause (ii) the terms of such series of Preferred Stock, as
so amended, could have been established without any vote of any
shares of Common Stock.
3. Effective immediately upon the filing of this
Amendment to the Corporation's Articles of Incorporation, the
Corporation shall effect 100:1 reverse stock split of all issued
and outstanding shares of the Corporation's $.001 par value
Common Stock such that the 12,756,907 shares of Common Stock
currently issued and outstanding shall be reduced automatically
to 127,570 shares of Common Stock, provided that any and all
fractions of shares resulting from such Reverse Stock Split
shall be rounded up to whole shares so that no fractional shares
shall be issued and outstanding.
The number of shares of the Corporation outstanding and
entitled to vote on this Certificate of Amendment to the
Articles of Incorporation is 12,756,907, and the said changes
and Certificate of Amendment have been consented to and approved
by a majority vote of the stockholders holding at least a
majority of each class of stock outstanding and entitled to vote
thereon.
IN WITNESS WHEREOF, the undersigned has executed this
Certificate of Amendment this 28th day of November, 1997 and
affirms that this Certificate of Amendment is the act and deed
of the Corporation and the statements made herein are true under
the penalties of perjury.
/s/Mike M. Mustafoglu,
President and Secretary
CERTIFICATE OF AMENDMENT
OF THE
ARTICLES OF INCORPORATION OF
TRANSCONTINENTAL WASTE INDUSTRIES, INC.
The undersigned, being the President and Secretary of
TRANSCONTINENTAL WASTE INDUSTRIES, INC., do hereby certify:
That the Board of Directors at a meeting duly convened and
held on the 6th day of April, 1999, adopted a resolution to
amend the Corporation's Articles of Incorporation, to be
effective upon filing with the Secretary of State of Nevada, as
follows:
Article FIRST of the Articles of Incorporation of
TRANSCONTINENTAL WASTE INDUSTRIES, INC., which sets forth the
name of the Corporation, is hereby amended to read in its
entirety as follows:
"FIRST. The name of the Corporation is FINANCIAL
DEPOT ONLINE, INC."
The number of shares of the Corporation outstanding and
entitled to vote on this Certificate of Amendment to the
Articles of Incorporation is Four Million One Hundred Twenty-
Seven Thousand Five Hundred Seventy (4,127,570), and the said
changes and Certificate of Amendment have been consented to and
approved by a majority vote of the stockholders holding at least
a majority of each class of stock outstanding and entitled to
vote thereon.
IN WITNESS WHEREOF, the undersigned have executed this
Certificate of Amendment this 6th day of April, 1999 and affirm
that this Certificate of Amendment is the act and deed of the
Corporation and the statements made herein are true under the
penalties of perjury.
/s/Mike M. Mustafoglu, President and
Secretary
CERTIFICATE OF AMENDMENT
OF THE
ARTICLES OF INCORPORATION OF
FINANCIAL DEPOT ONLINE, INC.
The undersigned, being the President and Secretary of
FINANCIAL DEPOT ONLINE, INC., do hereby certify:
That the Board of Directors at a meeting duly convened and
held on the 23rd day of August, 1999, adopted a resolution to
amend the Corporation's Articles of Incorporation, to be
effective upon filing with the Secretary of State of Nevada, as
follows:
Article FIRST of the
Articles of Incorporation of FINANCIAL DEPOT ONLINE, INC., which
sets forth the name of the Corporation, is hereby amended to
read in its entirety as follows:
"FIRST. The name of the
Corporation is PARA MAS INTERNET, INC."
The number of shares of the Corporation outstanding and
entitled to vote on this Certificate of Amendment to the
Articles of Incorporation is Four Million One Hundred Twenty-
Seven Thousand Five Hundred Seventy (4,127,570), and the said
changes and Certificate of Amendment have been consented to and
approved by a majority vote of the stockholders holding at least
a majority of each class of stock outstanding and entitled to
vote thereon.
IN WITNESS WHEREOF, the undersigned have executed this
Certificate of Amendment this 23rd day of August, 1999 and affirm
that this Certificate of Amendment is the act and deed of the
Corporation and the statements made herein are true under the
penalties of perjury.
/s/Mike M. Mustafoglu, President and Secretary
Ex-3.2
BY - LAWS
of
Para Mas Internet, Inc.
OFFICES
ARTICLE I.
Section 1.
Office. The office of the corporation will be located at 1800
Century Park East, Suite 600, Los Angeles, California 90067.
Section 2.
Additional Offices. The corporation may also have offices and
places of business at such other places as the Board of
Directors may from time to time determine or the business of the
corporation may require.
MEETINGS OF SHAREHOLDERS
ARTICLE II.
Section 1.
Place of Meetings. The annual meeting of the shareholders for
the election of directors and all special meetings of
shareholders for that or for any other purpose may be held in
such place within or without the State of Nevada as shall be
stated in the notice of the meeting, or in a duly executed
waiver of notice thereof.
Section 2.
Date of Annual Meetings. The annual meeting of shareholders
shall be held on April 1 of each year, if not a legal holiday,
and if a legal holiday then on the next business day following,
at which they shall elect a Board of Directors and transact such
other business as may properly be brought before the meeting.
Section 3.
Notice of Annual Meeting. Written notice of the annual meeting,
the place, date and hour of the meeting shall be given
personally or by mail to each shareholder entitled to vote
thereat, not less than 15, nor more than 90 days prior to the
meeting.
Section 4.
Special Meetings. Special meetings of the shareholders, for any
purpose or purposes, unless otherwise prescribed by statute or
by the Certificate of Incorporation, may be called by the
Chairman of the Board, if any, the President or the Board of
Directors, and shall be called by the President or the Secretary
at the request in writing of a majority of the Board of
Directors, or at the request in writing of shareholders owning
at least sixty-seven percent in amount of the shares of stock of
the corporation issued and out-standing and entitled to vote.
Such request shall state the purpose or purposes of the proposed
meeting.
Section 5.
Notice of Special Meeting. Written notice of a special meeting
of shareholders, stating the place, date and hour of the
meeting, the purpose or purposes for which the meeting is called
and at whose direction it is being issued, shall be given
personally by mail to each shareholder entitled to vote thereat,
not less than 15 nor more than 90 days prior to the meeting.
Section 6.
Quorum. Except at otherwise provided by the Certificate of
Incorporation, the holders of a majority of the shares of stock
of the corporation issued and outstanding and entitled to vote
thereat, present in person or represented by proxy, shall be
requisite for and shall constitute a quorum at all meetings of
the shareholders for the transaction of business. If, however,
such quorum shall not be perfect or represented at any meeting
of the shareholders, the shareholders entitled to vote thereat,
present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall
be present or represented, any business as may be transacted
which might have been transacted at the meeting as originally
noticed.
Section 7.
Presiding Officer; Order of Business. Meetings of the
stockholders shall be presided over by the Chairman of the
Board, or, if he or she is not present, by the Chief Executive
Officer, or if he or she is not present, by the President, or if
he or she is not present, by a Vice-President, or if neither the
Chairman of the Board nor the Chief Executive Officer nor the
President or a Vice-President is present, by a chairman to be
chosen by a majority of the shareholders entitled to vote at the
meeting who are present in person or by proxy. The Secretary of
the Corporation, or, in his or her absence, an Assistant
Secretary, shall act as secretary of every meeting, but if
neither the Secretary nor an Assistant Secretary is present, the
shareholders present at the meeting shall choose any person
present to act as secretary of the meeting.
The order of business shall be as follows:
i. Call to order of meeting
ii. Proof of notice of meeting
iii. Reading of minutes of last previous annual meeting
iv. Reports of officers
v. Reports of committees
vi. Election of directors
vii. Miscellaneous business
Section 8.
Voting. At any meeting of the shareholders every shareholder
having the right to vote shall be entitled to vote in person, or
by proxy appointed by an instrument in writing subscribed by
such shareholder. Except as otherwise provided by law or the
Certificate of Incorporation, each shareholder of record shall
be entitled to one vote for every share of such stock standing
in his name on the books of the corporation. All elections shall
be determined by a plurality vote, and except as otherwise
provided by law or the Certificate of Incorporation, all other
matters shall be determined by vote of a majority of the shares
present or represented at such meeting and voting on such
questions.
Section 9.
Proxies. Every proxy must be executed in writing by the
shareholder or by his attorney-in-fact. No proxy shall be valid
after the expiration of eleven (11) months from the date of its
execution unless it shall have specified therein its duration.
Every proxy shall be revocable at the pleasure of the person
executing it or of his personal representatives or assigns,
except in those cases where an irrevocable proxy is permitted by
law.
Section 10.
Consents. Whenever by any provision of statute or of the
Certificate of Incorporation or of these by-laws, the vote of
shareholders at a meeting thereof is required or permitted to be
taken in connection with any corporate action, the meeting and
vote of shareholders may be dispensed with, if all the
shareholders who would have been entitled to vote upon the
action if such meeting were held shall consent in writing to
such corporate action being taken.
Section 11.
List of Shareholders. A complete list of the shareholders of the
Corporation entitled to vote at the ensuing meeting, arranged in
alphabetical order, and showing the address of the number of
shares owned by each shareholder shall be prepared by the
Secretary, or other officer of the Corporation having charge of
the Stock Transfer Books. This list shall be kept on file for a
period of at least 90 days prior to the meeting at the
registered office of the Corporation in the State of California
and shall be subject to inspection during usual business hours
by any shareholder. This list shall also be available at the
meeting and shall be open to inspection by any shareholder at
any time during the meeting. The original Stock Transfer Books
shall be prima facie evidence of which shareholders are entitled
to examine the list or to vote at any meeting of the
shareholders.
Failure to comply with the requirements of this Section shall
not affect the validity of any action taken at any meetings of
the shareholders.
DIRECTORS
ARTICLE III.
Section 1.
Number; Tenure; Removal. The number of directors which shall
constitute the entire board shall be fixed and may be altered by
resolution adopted by a vote of a majority of the entire Board
of Directors, or by the shareholders.
Directors shall be elected at the annual meeting of the
shareholders, except as provided in Section 2 of this Article
III, and each director shall be elected to serve until his
successor has been elected and has qualified.
Any director may resign at any time. The Board of Directors may,
by majority vote of all directors then in office, remove a
director for cause.
Section 2.
Vacancies. If any vacancies occur in the Board of Directors by
reason of the death, resignation, retirement, disqualification
or removal from office of any director, or if any new
directorships are created, all of the directors then in office,
although less than a quorum, may, by majority vote, choose a
successor or successors, or fill the newly created directorship,
and the directors so chosen shall hold office until the next
annual election of directors and until their successors shall be
duly elected and qualified, unless sooner displaced; provided,
however, that if in the event of any such vacancy, the directors
remaining in office shall be unable, by majority vote, to fill
such vacancy within thirty (30) days of the occurrence thereof,
the President or the Secretary may call a special meeting of the
shareholders at which a new Board of Directors shall be elected
to serve until the next annual election of directors and until
their successors shall be duly elected and qualified, unless
sooner displaced.
MEETINGS OF THE BOARD
ARTICLE IV.
Section 1.
Place. The Board of Directors of the corporation may hold
meetings, both regular and special, either within or without the
State of California.
Section 2.
First Meetings. The first meeting of each newly elected Board of
Directors shall be held at the same place as and immediately
following the annual meeting of shareholders, and no notice of
such meeting shall be necessary to the newly elected directors
in order legally to constitute the meeting, provided a quorum
shall be present. In the event such meeting is not held at the
time and place so fixed, the meeting may be held at such time
and place as shall be specified in a notice given as hereinafter
provided for special meeting of the Board of Directors, or as
shall be specified in a written waiver signed by all of the
directors.
Section 3.
Regular Meetings. Regular meetings of the Board of Directors may
be held without notice at such time and at such place as shall
from time to time be determined by the board.
Section 4.
Special Meetings. Special meetings of the board may be called by
the Chairman of the Board, if any, or by the President or Vice
President on two days' notice by mail or on one day's notice
personally by telephone or by telegram to each director; special
meetings shall be called by the Chairman, President, Vice
President or Secretary in like manner and on like notice on the
written request of two directors.
Section 5.
Quorum. At all meetings of the board a majority of the entire
Board of Directors shall constitute a quorum for the transaction
of business, and the act of a majority of the directors present
at any meeting at which there is a quorum shall be the act of
the Board of Directors, except as may be otherwise specifically
provided by statute or by the Certificate of Incorporation. If a
quorum shall not be present at any meeting of the Board of
Directors either in person or by telephone conference call, the
directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting,
until a quorum shall be present.
Section 6.
Action. Any action required or permitted to be taken by the
Board or any committee thereof may be taken without a meeting if
all of the members of the Board or committee consent in writing
to the adoption of a resolution authorizing such action. The
resolution and written consents thereto by the members of the
Board or committee shall be filed with the minutes of the
proceeds of the Board or committee. Any one or more members of
the Board of Directors or any committee there may participate in
a meeting of such board or committee by means of a conference
telephone or similar means of communications equipment allowing
all persons participating to hear each other at the same time.
Participation by such method shall constitute presence in person
at the meeting.
Section 7.
Compensation. Each director shall be entitled to receive as
compensation for his services such sum as shall from time to
time be fixed by resolution of the Board, and each director
shall be entitled to reimbursement for all traveling expenses
incurred by him in attending any such meeting. Nothing herein
contained shall be construed to preclude any director from
serving the corporation in any other capacity and receiving
compensation therefor.
Section 8.
Dividends. Subject always to provisions of law and the
Certificate of Incorporation, the Board of Directors shall have
full power to determine whether any, and, if so, what part, of
the funds legally available for the payment of dividends shall
be so declared and paid to the shareholders of the Corporation.
The Board of Directors may fix a sum which may be set aside over
and above the paid-in capital of the Corporation for working
capital or as a reserve for any proper purpose, and from time to
time may increase, diminish, and vary this fund in the Board's
absolute judgment and discretion.
COMMITTEES OF DIRECTORS
ARTICLE V.
Section 1.
Creation. The Board of Directors may, by resolution or
resolutions adopted by a majority of the entire Board, designate
one or more committees, each committee to consist of two or more
of the directors, which, to the extent provided in said
resolution or resolutions and within the limitations prescribed
by statute, shall have and may exercise the powers of the Board
of Directors in the management of the business and affairs of
the corporation, and may have power to authorize the seal of the
corporation to be affixed to all papers which may require it.
NOTICES
ARTICLE VI.
Section 1.
Form; Delivery. Notices to directors and shareholders shall be
in writing and may be delivered personally or by mail. Notice by
mail shall be deemed to be given at the time when the same shall
be deposited in the post office or a letter box, in a postpaid
sealed wrapper, and shall be addressed to directors or
shareholders at their addresses appearing on the records of the
corporation, unless any such director or shareholder shall have
filed with the Secretary of the corporation a written request
that notices intended for him be mailed to some other address,
in which case the notice shall be mailed to the address
designated in such request. Notice to directors may also be
given by telephone or by telegram.
Section 2.
Waiver. Whenever a notice is required to be given by any
statute, the Certificate of Incorporation or these by-laws, a
waiver thereof in writing, signed by the person or persons
entitled to such notice, whether before or after the time stated
thereon, shall be deemed equivalent thereto.
OFFICERS
ARTICLE VII.
Section 1.
Officers. The officers of the corporation shall be a President
and one or more Vice Presidents, a Secretary and a Treasurer.
Any two or more offices may be held by the same person, except
the offices of President and Secretary, unless the corporation
has only one shareholder who serves as both President and
Secretary. The Board of Directors may also elect a Chairman of
the Board and may elect or appoint such other officers as it may
determine.
Section 2.
Term of Office; Removal. All officers shall hold office for such
term as may be prescribed by the Board of Directors. Any officer
elected or appointed by the board may be removed with or without
cause at any time by the board.
Section 3.
Compensation. The compensation of all elected officers of the
corporation shall be fixed by the Board of Directors, and the
compensation of appointed officers and agents shall either be so
fixed or shall be fixed by officers thereunto duly authorized.
Section 4.
Vacancies. If the office of any officer becomes vacant for any
reason, the Board of Directors may fill such vacancy. Any
officer so appointed or elected by the board shall serve only
until such time as the unexpired term of his predecessor shall
have expired unless reelected or re-appointed.
Section 5.
The Chairman of the Board. If there be a Chairman of the Board
of Directors, he shall preside at all meetings of the
shareholders and directors and shall have such other powers and
duties as may from time to time be assigned by the board.
Section 6.
The President. The President shall be the Chief Executive
Officer of the corporation. In the absence of the Chairman of
the Board, or if there be no Chairman, he shall preside at all
meetings of the shareholders and directors. He shall be ex-
officio a member of all standing committees, have general and
active management and control of the business and affairs of the
corporation subject to the control of the Board of Directors,
and shall see that all orders and resolutions of the board are
carried into effect. The President shall execute in the name of
the corporation all deeds, bonds, mortgages, contracts, and
other instruments requiring a seal, under the seal of the
corporation, except where required or permitted by law to be
otherwise signed and executed and except where the signing and
execution thereof shall be expressly delegated by the Board of
Directors to some other officer or agent of the corporation.
Section 7.
The Vice President. The Vice President, if any, or, if there be
more than one, the Vice Presidents, in the order of their
seniority or in any other order determined by the board shall,
in the absence or disability of the President, perform the
duties and exercise the powers of the President, and shall
generally assist the President and perform such other duties as
the Board of Directors shall prescribe.
Section 8.
The Secretary. The Secretary shall attend all meetings of the
board and all meetings of the shareholders and record all votes
and the minutes of all proceedings in a book to be kept for that
purpose and shall perform like duties for the standing
committees when required. He shall give, or cause to be given,
notice of all meetings of the shareholders and special meetings
of the Board of Directors, and shall perform such other duties
as may be prescribed by the Board of Directors or President,
under whose supervision he shall act. He shall keep in safe
custody the seal of the corporation and, when authorized by the
board, affix the same to any instrument requiring it and, when
so affixed, it shall be attested by his signature or by the
signature of the Treasurer or an Assistant Secretary or
Treasurer. He shall keep in safe custody the certificate books
and stock bonds and such other books and papers as the board may
direct and shall perform all other duties incident to the office
of Secretary.
Section 9.
The Assistant Secretaries. The Assistant Secretaries, if any, in
order of their seniority, shall, in the absence or disability of
the Secretary, perform the duties and exercise the powers of the
Secretary and shall perform such other duties as the Board of
Directors shall prescribe.
Section 10.
The Treasurer. The Treasurer shall have the care and custody of
the corporate funds, and other valuable effects, including
securities, and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the corporation
and shall deposit all moneys and other valuable effects in the
name and to the credit of the corporation in such depositories
as may be designated by the Board of Directors. The Treasurer
shall disburse the funds of the corporation as may be ordered by
the board, taking proper vouchers for such disbursements, and
shall render to the President and directors, at the regular
meetings of the board, or whenever they may require it, an
account of all his transactions as Treasurer and of the
financial condition of the corporation.
Section 11.
The Assistant Treasurer. The Assistant Treasurers, if any, in
the order of their seniority, shall, in the absence or
disability of the Treasurer, perform the duties and exercise the
power of the Treasurer and shall perform such other duties as
the Board of Directors shall prescribe.
Section 12.
The Controller. The Controller, if any, shall maintain adequate
records of all assets, liabilities and transactions of the
corporation and shall have adequate audits thereof currently and
regularly made. In conjunction with other officers, he shall
initiate and enforce measures and procedures whereby the
business of the corporation shall be conducted with the maximum
safety, efficiency and economy.
Section 13.
Voting of Securities. Unless otherwise ordered by the Board of
Directors, the Chairman or the President shall have full power
and authority on behalf of the corporation to vote in person or
by proxy at any meetings of the stockholders of any corporation
in which the Corporation may hold stock, and at any such
meetings shall possess and may exercise any and all rights and
powers incident to the ownership of such stock. The Board of
Directors may, by resolution, from time to time confer like
powers upon any other person or persons.
SHARE CERTIFICATES
ARTICLE VIII.
Section 1.
Form; Signatures. The certificates for shares of the corporation
shall be in such form as shall be determined by the Board of
Directors and shall be numbered consecutively and entered in the
books of the corporation as they are issued. Each certificate
shall exhibit the registered holder's name and the number and
class of shares, and shall be signed by the Chairman of the
Board, President or a Vice President and the Treasurer or an
Assistant Treasurer or the Secretary or an Assistant Secretary,
and shall bear the seal of the corporation. In case any officer
or officers who have signed shall cease to be such officer or
officers of the corporation, whether because of death,
resignation or otherwise, before such certificate or
certificates have been delivered by such corporation, such
certificate or certificates may nevertheless be issued and
delivered as though the person or persons who signed such
certificate or certificates had not ceased to be such officer or
officers of the corporation.
Section 2.
Lost Certificates. The Board of Directors may direct a new share
certificate or certificates to be issued in place of any
certificate or certificates theretofore issued by the
corporation alleged to have been lost or destroyed, upon the
making of an affidavit of that fact by the person claiming the
certificate to be lost or destroyed. When authorizing such issue
of a new certificate or certificates, the Board of Directors
may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost or destroyed
certificate or certificates, or his legal representative, to
advertise the same in such manner as it shall require and/or to
give the corporation a bond on such sum as it may direct as
indemnity against any claim that may be made against the
corporation with respect to the certificate alleged to have been
lost or destroyed.
Section 3.
Registered Shareholders. The corporation shall be entitled to
recognize the exclusive right of a person registered on its
books as the owner of shares to receive dividends, and to vote
as such owner, and shall not be bound to recognize any equitable
or other claim to or interest in such share or shares on the
part of any other person, whether or not it shall have express
or other notice thereof, except as otherwise provided by the
laws of the State of Delaware.
Section 4.
Record Date. For the purpose of determining the shareholders
entitled to notice of or to vote at any meeting of shareholders
or any adjournment thereof, or to express consent to or dissent
from any proposal without a meeting, or for the purpose of
determining share-holders entitled to receive payment of any
dividend or the allotment of any rights, or for the purpose of
any other action affecting the interests of shareholders, the
Board of Directors may fix, in advance, a record date. Such date
shall not be more than 90 days nor less than 30 days before the
date of any such meeting, nor more than 90 days prior to any
other action. In each such case, except as otherwise provided by
law, only such persons as shall be shareholders of record on the
date so fixed shall be entitled to notice of, and to vote at,
such meeting and any adjournment thereof, or to express such
consent or dissent, or to receive payment of such dividend, or
such allotment of rights, or otherwise to be recognized as
shareholders for the related purpose, notwithstanding any
registration of transfer of shares on the books of the
corporation after any such record date so fixed.
GENERAL PROVISIONS
ARTICLE IX.
Section 1.
Checks. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such
other person or persons as the Board of Directors may from time
to time designate.
Section 2.
Fiscal Year. The fiscal year of the corporation shall be fixed
by resolution of the Board of Directors.
Section 3.
Corporate Seal. The corporate seal shall have inscribed thereon
the name of the corporation, the year of its organization and
the words "Corporate Seal, Kyrenia Acquisition Corporation."
The seal may be used by causing it or a facsimile thereof to be
impressed, affixed, reproduced or otherwise.
AMENDMENTS
ARTICLE X.
Section 1.
Power to Amend. The Board of Directors shall have the power to
amend, alter, or repeal these by-laws, and to adopt new by-laws,
from time to time, by an affirmative vote of a majority of the
whole Board as then constituted, provided that notice of the
proposal to make, alter, amend, or repeal the by-laws was
included in the notice of the directors' meeting at which such
action takes place. At the next shareholders' meeting following
any action by the Board of Directors, the shareholders, by a
majority vote of those present and entitled to vote, shall have
the power to alter or repeal by-laws newly adopted by the Board
of Directors, or to restore to their original status by-laws
which the Board may have altered or repealed, and the notice of
such shareholders' meeting shall include notice that the
shareholders will be called on to ratify the action taken by the
Board of Directors with regard to the by-laws.
Section 2.
Amendment Affecting Election of Directors. If any by-laws
regulating an impending election of directors is adopted,
amended or repealed by the board, there shall be set forth in
the notice of the next meeting of shareholders for the election
of directors the by-law so adopted, amended or repealed,
together with a concise statement of the changes made.
INDEMNIFICATION
ARTICLE XI.
Indemnification of Directors and Officers. The Corporation shall
indemnify each of its directors, officers, and employees whether
or not then in service as such (and his or her executor,
administrator, and heirs), against all reasonable expenses
actually and necessarily incurred by him or her in connection
with the defense of any litigation to which the individual may
have been made a party because he or she is or was a director,
officer, or employee of the Corporation. The individual shall
have no right to reimbursement, however, in relation to matters
as to which he or she has been adjudged liable to the
Corporation for negligence or misconduct in the performance of
his or her duties, or was derelict in the performance of his or
her duty as director, officer or employee by reason of willful
misconduct, bad faith, gross negligence or reckless disregard of
the duties of his or her office or employment. The right to
indemnity for expenses shall also apply to the expenses of suits
which are compromised or settled if the court having
jurisdiction of the matter shall approve such settlement.
The foregoing right of indemnification shall be in addition to,
and not exclusive of, all rights to which such director, officer
or employee may be entitled by law or otherwise.
Ex-23
STEFANOU & COMPANY, LLP
1360 Beverly Road
Suite 305
McLean, Virginia 22101
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
We hereby consent to the use in the Form 10-KSB of Para Mas
Internet of our report for the fiscal years ending June 30, 2000
and 1999, dated July 10, 2000 relating to the financial
statements of Para Mas Internet, Inc., which appear in such
Form 10-KSB.
STEFANOU & COMPANY
Certified Public Accountants
McLean, Virginia
July 12, 2000
