PARAFIN CORP (PRFN)

[Sweets]

Form 8-K for PARAFIN CORP


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7-Jun-2005

Sale of Equity, Other Events



ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
On June 2, 2005, the Registrant sold 15,000,000 units to Rukos Security Advice A.G. of Frankfurt, Germany, under a Regulation S offering. This firm purchased the units on behalf of its clients in that country. The total consideration received for this transaction was $600,000, or $0.04 per unit. Each unit consists of one restricted share of common stock and one warrant (convertible into two restricted shares of common stock at $0.05 per share for a period of three years).

No commissions were paid in connection with this sale. The proceeds of this financing are being used for the repayment of corporate debt and general working capital purposes.





ITEM 8.01 OTHER EVENTS
In the Registrant's Form 10-KSB for the fiscal year ended September 30, 2004, it was noted that the number of shares of common stock owned by its president, Sidney Fowlds, was 3,001,400 as of December 1, 2004. The correct number is 4,001,400 (which includes 1,000,000 shares owned by his wife).