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PFNO.OB > SEC Filings for PFNO.OB > Form 8-K/A on 7-May-2007All Recent SEC Filings

Show all filings for PARAFIN CORP

Form 8-K/A for PARAFIN CORP


7-May-2007

Unregistered Sale of Equity Securities, Changes in Registrant's Certifying Account


ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.

On March 7, 2007, the Registrant sold 12,000,000 units of its securities (the "Units") to Rukos Security Advice A.G. of Frankfurt, Germany, under a Regulation S offering. The Units, which had a purchase price of $0.05, were comprised of one share of the Company's common stock and two three year common stock purchase warrants with an exercise price of $0.06. At the time of the purchase the Company's common stock was trading on the OTCBB at $.065 per share. Rukos purchased the units on behalf of its clients in Germany, all of whom are non-US persons as defined in Rule 902(o) under the Securities Act of 1933, as amended. The total consideration received for this transaction was $600,000. No commissions were paid in connection with this sale. The proceeds of this financing will be used for general working capital purposes.

The Registrant now has a total of 116,338,152 shares issued and outstanding.



ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

On March 7, 2007, the Company appointed DeJoya Griffiths & Co. Of Henderson, Nevada as its independent auditor to replace George Brenner, C.P.A. who was forced to resign for health related reasons.

During the Company's two (2) most recent fiscal years and any subsequent interim period preceding the resignation, the Company has had no disagreements with George Brenner on any matter of accounting principals or practices, financial statement disclosure or auditing scope or procedure.

No accountant's report on the financial statements for either of the past two
(2) years contained an adverse opinion or a disclaimer of opinion or was qualified or modified as to uncertainty, audit scope or accounting principles. The following qualification appeared in the most recent report:

"The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered losses from operations and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are described in Note 12. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.."

An almost identical qualification as a footnote to the prior year's financial statements..



ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.-

Exhibit No. Description




16.1 Letter on change of certifying accountant pursuant to Regulation S-B
Section 304(a)(3).

Filed Herewith

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