UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934




Date of Report  (Date of earliest event reported):     February 11, 2000
                                                       -----------------



                           5B Technologies Corporation
             ------------------------------------------------------
             (Exact name of Registrant as Specified in its Charter)


         Delaware                        0-27190                 11-3529387
         --------                        -------                 ----------
(State or Other Jurisdiction           (Commission             (IRS Employer
     of Incorporation)                 File Number)          Identification No.)


                   One Jericho Plaza, Jericho, New York 11753
                   ------------------------------------------
                    (Address of Principal Executive Offices)


Registrant's telephone number, including area code       (516) 938-3400
                                                   --------------------------


                         PARAMOUNT FINANCIAL CORPORATION
          (Former Name or Former Address, if Changed Since Last Report)



<PAGE>


Item 5.  Other Events.

         Effective on February  11, 2000,  Paramount  Financial  Corporation,  a
Delaware corporation  ("Paramount"),  reorganized into a holding company form of
corporate  organizational  structure,  whereby 5B  Technologies  Corporation,  a
Delaware corporation ("5B"), became the holding company and Paramount became the
wholly owned  subsidiary  of 5B. The new holding  company  structure and the new
corporate  name allows 5B to align its  corporate  identity  more closely to the
focus of its business operations in technology, the Internet and staffing.

         The new holding  company  organizational  structure  was  effected by a
merger  conducted  pursuant to Section 251(g) of the General  Corporation Law of
the State of Delaware  (the  "Merger"),  which  provides for the  formation of a
holding company  structure  without a vote of the stockholders of Paramount.  In
the Merger,  Paramount Merger Corporation,  a Delaware  corporation (the "Merger
Sub"),  merged  with and  into  Paramount,  with  Paramount  (renamed  Paramount
Operations  Inc.) as the surviving  corporation  (the "Surviving  Corporation").
Prior to the Merger, 5B was a direct, wholly owned subsidiary of Paramount,  and
Merger Sub was a direct, wholly owned subsidiary of 5B and was organized for the
purpose of implementing the holding company organizational  structure.  Pursuant
to the Merger,  (i) each outstanding share of common stock,  $0.04 par value per
share, of Paramount was automatically  converted into one share of common stock,
$0.04 par value per share, of 5B, (ii) all of the issued and outstanding  shares
of  Merger  Sub  were  automatically  converted  into  shares  of the  Surviving
Corporation's  common stock, and Merger Sub's corporate  existence  ceased,  and
(iii) all of the issued and  outstanding  shares of 5B owned by  Paramount  were
canceled.  The change to the holding company  structure was tax free for federal
income tax purposes for stockholders.

         As a result  of the  Merger,  Paramount  became a direct  wholly  owned
subsidiary  of 5B.  5B's  common  stock  will  continue  to trade on the  Nasdaq
SmallCap  Market  under the new symbol  "FIVE"  and 5B's  Class A Warrants  will
continue to trade on the Nasdaq SmallCap Market under the new symbol "FIVEW".

         Certificates  formerly  representing shares of outstanding common stock
of  Paramount  were  automatically  converted  on a  share-for-share  basis  and
currently  are deemed to represent  the same number of shares of common stock of
5B until such  certificates  are submitted to 5B's transfer  agent for transfer.
Stockholders  will receive materials to exchange old Paramount shares for new 5B
shares in the near future.

         A copy of the press  release  further  describing  the  transaction  is
attached hereto as Exhibit 99.1.

         5B hereby  incorporates  by  reference the Agreement and Plan of Merger
attached hereto as Exhibit 2.1, and the press release attached hereto as Exhibit
99.1, each made a part hereof, into this Item 5.




<PAGE>


Item 7.  Financial Statements and Exhibits.

         (c)      Exhibits.
                  --------

                  2.1      Agreement  and Plan of Merger,  dated as of  February
                           11,   2000,   by  and   among   Paramount   Financial
                           Corporation,    5B   Technologies   Corporation   and
                           Paramount Merger Corporation.

                  99.1     Press Release, dated February 14, 2000.

<PAGE>


                                    Signature

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                           5B TECHNOLOGIES CORPORATION


Date:    February 15, 2000                 By          /s/ Glenn Nortman
     -------------------------                  -------------------------------
                                                 Glenn Nortman, Chief Executive
                                                    Officer
<PAGE>



                                  EXHIBIT INDEX



                  EXHIBIT                            DESCRIPTION
                  -------                            -----------

                  2.1               Agreement  and Plan of  Merger,  dated as of
                                    February  11, 2000,  by and among  Paramount
                                    Financial   Corporation,   5B   Technologies
                                    Corporation, and Paramount
                                    Merger Corporation.

                  99.1              Press Release, dated February 14, 2000.



<PAGE>
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{"company-data": {"conformed-name": "PARAMOUNT FINANCIAL CORP", "cik": "0001000179", "assigned-sic": "7377", "irs-number": "113072768", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-27190", "film-number": "546639"}, "business-address": {"street1": "ONE JERICHO PLAZA", "city": "JERICHO", "state": "NY", "zip": "11753", "phone": "9169383400"}, "mail-address": {"street1": "ONE JERICHO PLZ", "city": "JERICHO", "state": "NY", "zip": "11753"}}
UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

Date of Report  (Date of earliest event reported):     February 11, 2000
                                                       -----------------

                           5B Technologies Corporation
             ------------------------------------------------------
             (Exact name of Registrant as Specified in its Charter)

         Delaware                        0-27190                 11-3529387
         --------                        -------                 ----------
(State or Other Jurisdiction           (Commission             (IRS Employer
     of Incorporation)                 File Number)          Identification No.)

                   One Jericho Plaza, Jericho, New York 11753
                   ------------------------------------------
                    (Address of Principal Executive Offices)

Registrant's telephone number, including area code       (516) 938-3400
                                                   --------------------------

                         PARAMOUNT FINANCIAL CORPORATION
          (Former Name or Former Address, if Changed Since Last Report)
Item 5.  Other Events.

         Effective on February  11, 2000,  Paramount  Financial  Corporation,  a
Delaware corporation  ("Paramount"),  reorganized into a holding company form of
corporate  organizational  structure,  whereby 5B  Technologies  Corporation,  a
Delaware corporation ("5B"), became the holding company and Paramount became the
wholly owned  subsidiary  of 5B. The new holding  company  structure and the new
corporate  name allows 5B to align its  corporate  identity  more closely to the
focus of its business operations in technology, the Internet and staffing.

         The new holding  company  organizational  structure  was  effected by a
merger  conducted  pursuant to Section 251(g) of the General  Corporation Law of
the State of Delaware  (the  "Merger"),  which  provides for the  formation of a
holding company  structure  without a vote of the stockholders of Paramount.  In
the Merger,  Paramount Merger Corporation,  a Delaware  corporation (the "Merger
Sub"),  merged  with and  into  Paramount,  with  Paramount  (renamed  Paramount
Operations  Inc.) as the surviving  corporation  (the "Surviving  Corporation").
Prior to the Merger, 5B was a direct, wholly owned subsidiary of Paramount,  and
Merger Sub was a direct, wholly owned subsidiary of 5B and was organized for the
purpose of implementing the holding company organizational  structure.  Pursuant
to the Merger,  (i) each outstanding share of common stock,  $0.04 par value per
share, of Paramount was automatically  converted into one share of common stock,
$0.04 par value per share, of 5B, (ii) all of the issued and outstanding  shares
of  Merger  Sub  were  automatically  converted  into  shares  of the  Surviving
Corporation's  common stock, and Merger Sub's corporate  existence  ceased,  and
(iii) all of the issued and  outstanding  shares of 5B owned by  Paramount  were
canceled.  The change to the holding company  structure was tax free for federal
income tax purposes for stockholders.

         As a result  of the  Merger,  Paramount  became a direct  wholly  owned
subsidiary  of 5B.  5B's  common  stock  will  continue  to trade on the  Nasdaq
SmallCap  Market  under the new symbol  "FIVE"  and 5B's  Class A Warrants  will
continue to trade on the Nasdaq SmallCap Market under the new symbol "FIVEW".

         Certificates  formerly  representing shares of outstanding common stock
of  Paramount  were  automatically  converted  on a  share-for-share  basis  and
currently  are deemed to represent  the same number of shares of common stock of
5B until such  certificates  are submitted to 5B's transfer  agent for transfer.
Stockholders  will receive materials to exchange old Paramount shares for new 5B
shares in the near future.

         A copy of the press  release  further  describing  the  transaction  is
attached hereto as Exhibit 99.1.

         5B hereby  incorporates  by  reference the Agreement and Plan of Merger
attached hereto as Exhibit 2.1, and the press release attached hereto as Exhibit
99.1, each made a part hereof, into this Item 5.
Item 7.  Financial Statements and Exhibits.

         (c)      Exhibits.
                  --------

                  2.1      Agreement  and Plan of Merger,  dated as of  February
                           11,   2000,   by  and   among   Paramount   Financial
                           Corporation,    5B   Technologies   Corporation   and
                           Paramount Merger Corporation.

                  99.1     Press Release, dated February 14, 2000.
Signature

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                           5B TECHNOLOGIES CORPORATION

Date:    February 15, 2000                 By          /s/ Glenn Nortman
     -------------------------                  -------------------------------
                                                 Glenn Nortman, Chief Executive
                                                    Officer
EXHIBIT INDEX

                  EXHIBIT                            DESCRIPTION
                  -------                            -----------

                  2.1               Agreement  and Plan of  Merger,  dated as of
                                    February  11, 2000,  by and among  Paramount
                                    Financial   Corporation,   5B   Technologies
                                    Corporation, and Paramount
                                    Merger Corporation.

                  99.1              Press Release, dated February 14, 2000.