SCHEDULE 14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities and Exchange Act of 1934 (Amendment No. __) Filed by the Registrant [X] Filed by Party other than the Registrant [ ] Check the appropriate box: [X] Preliminary Proxy Statement [ ] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to ss.240-11(c) or ss.240.14a-12 Paramount Services Corp. (Name of Registrant as Specified in Its Charter) William T. Hart - Attorney for Registrant (Name of Person(s) Filing Proxy Statement) Payment of Filing Fee (Check the appropriate box): [ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3) [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. 1) Title of each class of securities to which transaction applies: ----------------------------------------------------------------- 2) Aggregate number of securities to which transaction applies: ----------------------------------------------------------------- 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11: ----------------------------------------------------------------- 4) Proposed maximum aggregate value of transaction: ----------------------------------------------------------------- [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid: ----------------------------------- 2) Form, Schedule or Registration No.: ----------------------------------- 3) Filing Party: ----------------------------------- 4) Date Filed: ----------------------------------- Preliminary Proxy Statement PARAMOUNT SERVICES CORP. Suite 1650 200 Burrard Street Vancouver, British Columbia Canada V6C 3L6 (604) 689-3355 NOTICE OF SPECIAL MEETING OF SHAREHOLDERS TO BE HELD _______________, 2000 Notice is hereby given that a special meeting of the shareholders of Paramount Services Corp. (the "Company") will be held at the Company's offices, Suite 1650, 200 Burrard Street, Vancouver, British Columbia, Canada on _____________, 2000, at ______ __.M., for the following purpose: (1) to change the name of the Company to wowtown.com, Inc. (2) to approve a forward split of the Company's common stock such that each outstanding share of the Company's common stock will be converted into two shares of common stock. To transact such other business as may properly come before the meeting. The Board of Directors has fixed the close of business on January __, 2000 as the record date for the determination of shareholders entitled to notice of and to vote at such meeting. Shareholders are entitled to one vote for each share held. As of January __, 2000, the Company had _______ outstanding shares of common stock. PARAMOUNT SERVICES CORP. ______________, 2000 By Andrew Hromyk President PARAMOUNT SERVICES CORP. Suite 1650 200 Burrard Street Vancouver, British Columbia Canada V6C 3L6 (604) 689-3355 PROXY STATEMENT The accompanying proxy is solicited by the Board of Directors of the Company for voting at the special meeting of shareholders to be held on ____________, 2000, and at any and all adjournments of such meeting. If the proxy is executed and returned, it will be voted at the meeting in accordance with any instructions, and if no specification is made, the proxy will be voted for the proposals set forth in the accompanying notice of the annual meeting of shareholders. Shareholders who execute proxies may revoke them at any time before they are voted, either by writing to the Company at the address set forth on page one or in person at the time of the meeting. Additionally, any later dated proxy will revoke a previous proxy from the same shareholder. This proxy statement was mailed to shareholders of record on or about ____________, 2000. Only the holders of the Company's common stock are entitled to vote at the meeting. Each share of common stock is entitled to one vote and votes may be cast either in person or by proxy. A quorum consisting of one-third of the shares entitled to vote is required for the meeting. The affirmative vote of the holders of a majority of the outstanding shares of the Company's common stock is required to approve the change of the Company's name and the forward stock split. The approval of the holders of a majority of shares present at the meeting, in person or by proxy, is required to approve any other proposal to come before the meeting. As of January __, 2000 the Company had 2,249,000 outstanding shares of common stock. PRINCIPAL SHAREHOLDERS The following table sets forth the number of and percentage of outstanding shares of common stock beneficially owned by the Company's officer and director and those shareholders owning more than 5% of the Company's Common Stock as of January __, 2000. Shares of Name and Address Common Stock Percent of Class Andrew Hromyk -- -- Suite 1650 200 Burrard Street Vancouver, British Columbia Canada V6C 3L6 Shares of Name and Address Common Stock Percent of Class Bona Vista West Ltd. 2,035,702 99% P.O. Box 62 2001 Leeward Highway Providenciales Turks & Caicos Islands All Officers and Directors -- -- as a Group (1 person) BACKROUND OF PROPOSALS The Company was incorporated on December 18, 1997. Since its formation, the Company has been inactive. In January, 2000 the Company entered into an agreement to acquire all of the issued and outstanding shares of Wowtown.com, Inc. in exchange for 5,000,000 shares of the Company's common stock. Wowtown plans to establish websites which will provide information regarding certain cities in the United States and Canada. Each website will have a directory of restaurants, hotels, sporting events, entertainment, tourist attractions and other information. Those wanting more information regarding a particular business establishment will be linked directly to the particular establishment's website. Wowtown will charge participating establishments a monthly fee for being included in Wowtown's directory. Wowtown will also derive revenue from designing and maintaining websites for particular business establishments, by displaying advertising on Wowtown's website, and selling intranet business applications. Wowtown has established its first fully operational website at www.vancouverwow.com. Wowtown estimates it will need approximately $50,000 in capital and one month to develop a basic website for a particular city. Once the basic website is established Wowtown will market its website to local business establishments by means of a local sales force. As of January 25, 1999 Wowtown employed three people on a full-time basis. Wowtown was incorporated on June 9, 1999. The financial statements of Wowtown.com, Inc. are included with this proxy statement. If the acquisition of Wowtown is completed the present management of the Company will resign and will be replaced by the management of Wowtown. Wowtown's officers and directors are: Name Position David B. Jackson Chief Executive Officer and a director David Packman President and a director Stephen C. Jackson Executive Vice President and a director If the acquisition of Wowtown is completed and the forward stock split is approved by the Company's shareholders the following persons will be the principal beneficial shareholders of the Company's common stock. Shares Percentage Name Owned Ownership David B. Jackson 2,500,000 17% Stephen C. Jackson 2,500,000 17% David Packman 2,500,000 17% Bona Vista West Ltd. 4,071,404 27.7% The acquisition of Wowtown is expected to be completed prior to the date of the Special Meeting of the Company's Shareholders. If the acquisition of Wowtown is not completed prior to the date of the Special Meeting of Shareholders, the meeting will be adjourned to a later date if the Company believes the acquisition is still probable, or in the alternative the meeting will be cancelled. The Company's Board of Directors has the authority to issue the 5,000,000 shares of the Company's common stock in exchange for all of the outstanding shares of Wowtown. The Company's shareholders will not be asked to approve the acquisition of Wowtown. PROPOSAL TO CHANGE THE COMPANY'S NAME In contemplation of the acquisition of Wowtown, the Company agreed to submit a proposal to the Company's shareholders to change the name of the Company to wowtown.com, Inc. PROPOSED FORWARD STOCK SPLIT In connection with the proposed acquisition of Wowtown.com, Inc., the Company agreed to increase the number of its outstanding shares. Accordingly, the Company's board of directors has adopted a proposal, subject to shareholder approval, to forward split the shares of the Company's common stock such that each outstanding share of the Company's common stock will be automatically converted into two shares of common stock. If the forward split is approved by the Company's shareholders the Company will have 14,698,000 outstanding shares of common stock of which the former shareholders of Wowtown will own 10,000,000 shares. The number of outstanding shares after the reverse split gives effect to 200,000 shares of the Company's common stock which will be issued to Century Capital Management Ltd., a company affiliated with Andrew Hromyk, the Company's President. The shares will be issued to Century Capital Management Ltd. for services provided in connection with the Company's acquisition of Wowtown. AVAILABILITY OF ANNUAL REPORT ON FORM 10-K The Company's Registration Statement on Form 10-SB will be sent to any shareholder of the Company upon request. Requests for a copy of this report should be addressed to the Secretary of the Company at the address provided on the first page of this proxy statement. SHAREHOLDER PROPOSALS Any shareholder proposal which may properly be included in the proxy solicitation material for the annual meeting of shareholders to be held after the Company's fiscal year ending April 30, 2000 must be received by the Secretary of the Company not later than August 31, 2000. Wowtown.com Inc. (a development stage enterprise) Financial Statements October 31, 1999 REPORT OF INDEPENDENT AUDITOR To the Director of Wowtown.com Inc. We have audited the accompanying balance sheet of Wowtown.com Inc. (a development stage enterprise) as of October 31, 1999 and the related statements of operations, stockholders' equity and cash flows for the initial period then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Wowtown.com Inc. at October 31, 1999, and the results of its operations and its cash flows for the initial period then ended, in conformity with accounting principles generally accepted in the United States. /s/ N.I. Cameron Inc. Vancouver, Canada, CHARTERED ACCOUNTANTS November 24, 1999 Wowtown.com Inc. (a development stage enterprise) Balance Sheet October 31, 1999 ASSETS CURRENT Cash $ 4,787 Deferred charges 3,150 $ 7,937 LIABILITIES AND STOCKHOLDERS' DEFICIT CURRENT LIABILITIES Accounts payable (Note 4) $ 15,332 Notes payable (Note 5) 21,800 Notes payable to related parties (Notes 4 and 5) 18,900 Loans from stockholders (Note 6) 2,499 ----------- 58,531 STOCKHOLDERS' DEFICIT Share capital (Note 3) Common stock - $0.001 par value 50,000,000 authorized; 100 issued and outstanding 1 Preferred stock - $0.001 par value 5,000,000 authorized Deficit accumulated in the development stage (50,595) --------- (50,594) $ 7,937 On behalf of the Board: Director The accompanying notes are an integral part of these financial statements. Wowtown.com Inc. (a development stage enterprise) Statement of Operations For the Initial Period from date of Incorporation June 9, 1999 to October 31, 1999 OPERATING EXPENSES Professional fees $ 859 Office and miscellaneous 3,512 Development expenses (Note 4) 46,224 ------------ LOSS FROM OPERATIONS $ (50,595) =========== The accompanying notes are an integral part of these financial statements. Wowtown.com Inc. (a development stage enterprise) Statement of Stockholders' Deficit For the Initial Period from date of Incorporation June 9, 1999 to October 31, 1999 Deficit Accumulated Common Stock in the Number of development Shares Amount stage Total ------------------------------------------------- Issuance of common stock 100 $ 1 $ - $ 1 Loss for the period - - (50,595) (50,595) ================================================= Balance October 31, 1999 100 $ 1 $ (50,595) $ (50,594) ================================================= The accompanying notes are an integral part of these financial statements. Wowtown.com Inc. (a development stage enterprise) Statement of Cash Flows For the Initial Period from date of Incorporation June 9, 1999 to October 31, 1999 OPERATING ACTIVITIES Loss for the period $(50,595) Add: Changes in non-cash working capital Accounts payable 15,332 ----------- Net cash used in operating activities (35,263) ----------- FINANCING ACTIVITIES Advances from stockholders 2,499 Increase in notes payable 40,700 Issuance of share capital 1 ----------- Net cash provided by financing activities 43,200 ----------- INVESTING ACTIVITIES Increase in deferred charges (3,150) ----------- Net cash used in investing activities (3,150) ----------- NET CHANGE IN CASH DURING THE PERIOD 4,787 CASH AT BEGINNING OF PERIOD - ----------- CASH AT END OF PERIOD $ 4,787 =========== The accompanying notes are an integral part of these financial statements Wowtown.com Inc. (a development stage enterprise) Notes to Financial Statements October 31, 1999 1. FORMATION AND BUSINESS OF THE COMPANY Wowtown.com Inc. (the "Company") was incorporated in Nevada, U.S.A. on June 9, 1999. The Company is a development stage company and its purpose at this time is focused on bringing the Internet from the World Wide Web to an interactive local market, develop advertising resources and community directories. The Company is developing a community of Local Market Internet Portals in major North American centres with further extension into suburbs and neighborhoods. It is a free membership concept for the internet user, creating savings and discounts for the members with the participating local business establishments. There are approximately 1,100 members at this time. 2. SIGNIFICANT ACCOUNTING POLICIES Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates. Income taxes The Company uses the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the difference between financial statement and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance in respect of amounts considered by management to be less likely than not of realization in future periods. 3. SHARE CAPITAL Holders of the common stock are entitled to one vote per share and share equally in any dividends declared and distributions on liquidation. Wowtown.com Inc. (a development stage enterprise) Notes to Financial Statements October 31, 1999 4. RELATED PARTY TRANSACTIONS (a) A company controlled by a director of the Company has provided administrative services and facilities to the Company and development expenses at cost. The Company as at October 31, 1999 was indebted in relation to these services are as follows: Notes payable $ 10,600 Accounts payable 2,254 ----------- $ 12,854 (b) A company controlled by three of the stockholders has performed development services for the Company at cost. As at October 31, 1999, the Company was indebted for these services are as follows: Note payable $ 8,300 Accounts payable 2,539 ---------- $ 10,839 The total amount of expenses incurred through services of these related parties are as follows: Administrative $ 3,500 Development expenses 23,445 --------- $ 26,945 5. NOTES PAYABLE Notes payable to unrelated parties amounting to $21,800 do not bear interest and are due and payable on December 31, 1999. Notes payable to related parties amounting to $18,900 do not bear interest and are due and payable on December 31, 1999. Wowtown.com Inc. (a development stage enterprise) Notes to Financial Statements October 31, 1999 6. LOANS FROM STOCKHOLDERS Loans from stockholders are interest-free and have no terms of repayment. 7. YEAR 2000 The Year 2000 Issue arises because many computerized systems use two digits rather than four to identify a year. Date-sensitive systems may recognize the Year 2000 as 1900 or some other date, resulting in errors when information using year 2000 dates is processed. In addition, similar problems may arise in some systems which use certain dates in 1999 to represent something other than a date. The effects of the Year 2000 Issue may be experienced before, on, or after January 1, 2000, and, if not addressed, the impact on operations and financial reporting may range from minor errors to significant systems failure which could affect the Company's ability to conduct normal business operations. It is not possible to be certain that all aspects of the Year 2000 Issue affecting the Company, including those related to the efforts of customers, suppliers, or other third parties, will be fully resolved. PARAMOUNT SERVICES CORP. This Proxy is Solicited by the Board of Directors The undersigned stockholder of the Company, acknowledges receipt of the Notice of the Special Meeting of Stockholders, to be held ____________, 2000, _____ a.m. local time, at _________________________________, and hereby appoints Andrew Hromyk and John Legg, each with the power of substitution, as Attorneys and Proxies to vote all the shares of the undersigned at said Special Meeting of stockholders and at all adjournments thereof, hereby ratifying and confirming all that said Attorneys and Proxies may do or cause to be done by virtue hereof. The above named Attorneys and Proxies are instructed to vote all of the undersigned's shares as follows: (1) To change the name of the Company to wowtown.com, Inc.; - - - / / FOR / / AGAINST / / ABSTAIN (2) To approve a forward split of the Company's common stock such that each outstanding share of the Company's common stock will be converted into two shares of common stock. - - - / / FOR / / AGAINST / / ABSTAIN To transact such other business as may properly come before the meeting. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DISCRETION IS INDICATED, THIS PROXY WILL BE VOTED IN FAVOR OF ITEMS 1 AND 2. Dated this__day of _____, 2000. --------------------------------- (Signature) --------------------------------- (Signature) Please sign your name exactly as it appears on your stock certificate. If shares are held jointly, each holder should sign. Executors, trustees, and other fiduciaries should so indicate when signing. Please Sign, Date and Return this Proxy so that your shares may be voted at the meeting. Return this Proxy to: Paramount Services Corp. 200 Burrard St. Suite 1650 Vancouver, British Columbia Canada V6C 3L6 (604) 689-3355 telephone number (604) 689-5320 fax number