ParaFin CORP company history: the story so far

History

ParaFin, a small Nevada company funded almost entirely by Rukos share purchases, tried Paraguayan, Russian, Thai and Colombian deals, bought a computer design business, and deregistered in 2008.

2004-2005: Rukos steps in

In August 2004 the company, then called E.T. Corporation, sold 25,000,000 restricted shares to Rukos Security Advice A.G. of Frankfurt for $500,000, or $0.02 a share, to repay debt and fund working capital. It renamed itself ParaFin Corporation on October 7, 2004. Rukos exercised warrants for another 25,000,000 shares at $0.03 ($750,000), and 15,000,000 options were exercised for $127,500.

On December 6, 2004 ParaFin signed a farmout with Guarani Exploration and Development to potentially take an 80% interest in an exploration license over the Alto Parana Block in Paraguay. It depended on government approval of Guarani's application, and ParaFin had not arranged the financing for a work program of up to $3,500,000. The record shows no later update. In June 2005 Rukos bought 15,000,000 units for $600,000 at $0.04 each.

2006: A change of direction

In January 2006 a ten-for-one reverse split cut the shares from 58,370,290 to 5,837,029. The company then issued 13,500,000 shares under stock plans, Rukos exercised an option for 15,000,000 shares at $0.05 ($75,000), and Rukos paid $6,000,000 for 30,000,000 shares at $0.20, leaving 59,637,029 shares. Talks on a farmout with Black Gas Energy ended without agreement.

Instead, the $6,000,000 went on PCE, a development-stage computer workspace design business, whose assets Rukos transferred to ParaFin effective March 31, 2006. ParaFin also signed a consultant, Francisco Saez, to seek Russian crude oil contracts, paid in shares.

In July it replaced an earlier purchase agreement with one with OY Coral Marine Management of Finland, covering up to 536,000,000 barrels of Russian crude, with warrants over 500,000,000 shares at $0.25. In September it signed a deal to deliver 100,000 metric tons of diesel to Wellslink Petroleum of Bangkok, conditional on an $840,000 performance bond. The record does not confirm the bond or any delivery, nor any Russian crude delivery.

2007: Colombia and a dispute

In March 2007 Rukos paid $600,000 for 12,000,000 units, bringing shares to 116,338,152. The company replaced its auditor with DeJoya Griffiths & Co., and its audit report carried a going-concern warning, citing losses and an accumulated deficit.

On May 2, 2007 ParaFin signed a farmout with Meta Petroleum for a Colombian oil concession of about 7,000 hectares. It would earn a 50% interest by drilling four wells at its own cost. Meta Petroleum soon denied the agreement was valid, and ParaFin said it would try to enforce it. A one-for-three reverse split took effect on June 4. Rukos put in $1,800,000 in June and $750,000 in July, and consultants Zuzanne Kanaty and Francisco Saez each received 10,000,000 shares, with Kanaty also owed a $5,000,000 advisory fee for securing the Meta interest. Shares stood at 136,280,671 on July 31.

2008: Deregistration

On January 2, 2008 ParaFin issued 300,000,000 shares to Rukos for $750,000, with attached warrants, lifting shares to 436,280,671. The money was for working capital and possibly existing debt. On February 27, 2008 the company deregistered its securities, ending its obligation to file reports with the SEC. The Meta dispute was unresolved in the record.

Written from the 12 story beats below (2004 to 27 Feb 2008), which come from the company's own announcements and filings.

Beat by beat

The events that changed the company's story, in plain English, each written against everything known about the company at the time. The dot shows whether it was good, bad or neutral for shareholders.

2008

27 Feb
ParaFin CORP deregistered its securities, ending its obligation to file reports with the SEC.
listing compliance notice
10 Jan
On January 2, 2008 ParaFin issued 300,000,000 shares to Rukos for $750,000 (under a December 14, 2007 subscription agreement), each unit also carrying an A warrant at $0.003 per share that on exercise gives a share plus a B warrant at $0.03. Shares outstanding rise from 136,280,671 to 436,280,671, more than tripling the count and sharply diluting existing holders; the proceeds go to working capital and may repay existing debt. This continues the pattern of Rukos funding the company through share sales.
capital raising announcement

2007

2 Aug
ParaFin reports a May 2, 2007 farmout with Meta Petroleum Ltd. for a Colombian oil concession of about 7,000 hectares, giving it a 50% interest once it drills four wells at its own cost; Meta Petroleum denied the agreement's validity shortly after signing, and ParaFin says it will try to enforce it. It also reports a one-for-three reverse split effective June 4, 2007, Rukos placements of $1,800,000 (June) and $750,000 (July), new consulting deals (Zuzanne Kanaty and Francisco Saez, 10,000,000 shares each, plus $5,000,000 in advisory fees to Kanaty), and 19,999,997 shares issued to restore earlier holdings; shares outstanding are 136,280,671 as of July 31, 2007. This is the company's first oil-concession deal since earlier plans (Paraguay, Russian crude, Thai diesel) and it is already disputed by the counterparty; the $5,000,000 fee is owed for securing the Meta interest.
capital raising announcement
12 Mar
On March 7, 2007 ParaFin sold 12,000,000 units to Rukos for $600,000 ($0.05 each), each with one share and two three-year warrants at $0.06; shares outstanding are now 116,338,152. It also replaced auditor George Brenner (stated to have resigned for health reasons) with DeJoya Griffiths & Co.; the latest audit report carried a going-concern warning citing losses and an accumulated deficit.
capital raising announcement

2006

20 Sept
On September 6, 2006 ParaFin signed an agreement with Wellslink Petroleum of Bangkok to deliver 100,000 metric tons of diesel in two 50,000-ton shipments at $420 per ton for the first six months, conditional on ParaFin obtaining an $840,000 performance bond and the buyer providing a $21,000,000 letter of credit per shipment; shipments were expected from late November 2006. A consultant, Sam Chanpradith, receives 10,000,000 shares plus 10,000,000 more per 200,000 metric tons delivered.
material agreement
19 July
ParaFin cancelled its May 8, 2006 oil purchase agreement with International Project Finance and Investment Corp. and replaced it with one with OY Coral Marine Management Ltd. of Finland: up to 536,000 Series A Preferred shares for the right to buy 536,000,000 barrels of Russian Export Blend crude, issued as delivery agreements are accepted. OY also gets warrants for 500,000,000 common shares at $0.25 for five years, which could heavily dilute common holders if exercised; the stock closed at $0.15 on July 6, 2006.
capital raising announcement
28 Apr
The February PCE share arrangement was replaced: effective March 31, 2006, Rukos, which now holds all of PCE's assets, agreed to transfer them to ParaFin for $6,000,000 funded by the earlier private placement. Separately, ParaFin signed a one-year consulting deal with Francisco Saez to seek crude oil contracts in Russia, paid in 10,000,000 shares upfront plus 10,000,000 shares per 10,000,000 barrels delivered, up to 100,000,000 barrels.
asset acquisition disposition
24 Feb
The company agreed with Rukos that Rukos would buy 51% to 100% of PC_E, Inc., a development-stage maker of a computer workspace design, and sell the shares to ParaFin at $0.40 each (up to $6,000,000), using the earlier $6,000,000 raise; Rukos held about 65.1% at filing. The attached press release says negotiations for a farmout with Black Gas Energy LLC ended without agreement. This is a move into a non-oil business.
asset acquisition disposition
10 Feb
The company reported a ten-for-one reverse split on January 9, 2006 (58,370,290 shares down to 5,837,029), then issued 13,500,000 shares under stock plans, had Rukos exercise an option for 15,000,000 shares at $0.05 ($75,000), and sold Rukos 30,000,000 shares at $0.20 for $6,000,000. Shares outstanding total 59,637,029; the $6,000,000 is earmarked for a proposed acquisition or working capital.
capital raising announcement

2005

7 June
On June 2, 2005 the company sold 15,000,000 units to Rukos for $600,000 ($0.04 per unit), each unit being one share plus a warrant convertible into two shares at $0.05 for three years; proceeds go to repaying corporate debt and working capital. The filing also corrects president Sidney Fowlds' holding from 3,001,400 to 4,001,400 shares (including 1,000,000 held by his wife).
capital raising announcement
18 Jan
Filed in January 2005, this reports several events: the company renamed itself ParaFin Corporation (October 7, 2004), and on December 6, 2004 signed a farmout with Guarani Exploration and Development to potentially acquire an 80% interest in an exploration license over the Alto Parana Block in Paraguay, which depends on the Paraguayan government approving Guarani's license application. If approved, ParaFin must deposit $150,000 and then $350,000, and fund a work program estimated at no more than $3,500,000; financing is not yet arranged. Rukos exercised its warrants for 25,000,000 shares at $0.03 ($750,000) on October 18, 2004, 15,000,000 options were issued and exercised for $127,500, and a consultant, Robert McGowan, is to receive 5,000,000 shares.
capital raising announcement

2004

26 Aug
On August 23, 2004 the company sold 25,000,000 restricted shares to Rukos Security Advice A.G. of Frankfurt, Germany for $500,000 ($0.02 per share), to be used for repaying corporate debt and general working capital. This adds new shares for existing holders to be diluted by.
capital raising announcement