UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-QSB

(Mark One)

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2003

¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period ________ to _______

Commission file number   000-33163

ICOWORKS INC.
(Exact name of small business issuer as specified in its charter)

114 West Magnolia Street, Suite 400
Bellingham, WA 98225
(Address of principal executive offices)

(360) 392-3960
(Issuer’s telephone number)

NOT APPLICABLE
(Former name, former address and former fiscal year, if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:    ¨ Yes     x No

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 13,786,398 Shares of $0.001 par value Common Stock outstanding as of February 17, 2003.

PART 1 - FINANCIAL INFORMATION

Item 1. Financial Statements.

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ICOWORKS INC

Consolidated Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)

December 31, 2003

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ICOWORKS, INC. AND SUBSIDIARIES
(formerly Paragon Polaris Strategies.com, Inc)
CONSOLIDATED BALANCE SHEETS
(Expressed in U.S. Dollars)

- continued -

The accompanying notes are an integral part of these consolidated financial statements.

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ICOWORKS, INC. AND SUBSIDIARIES
(formerly Paragon Polaris Strategies.com, Inc)
CONSOLIDATED BALANCE SHEETS
(Expressed in U.S. Dollars)

The accompanying notes are an integral part of these consolidated financial statements.

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ICOWORKS, INC. AND SUBSIDIARIES
(formerly Paragon Polaris Strategies.com, Inc)
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(Expressed in U.S. Dollars)
(unaudited)

- continued -

The accompanying notes are an integral part of these consolidated financial statements.

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ICOWORKS, INC. AND SUBSIDIARIES
(formerly Paragon Polaris Strategies.com, Inc)
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(Expressed in U.S. Dollars)
(unaudited )

The accompanying notes are an integral part of these consolidated financial statements.

F-5

ICOWORKS, INC. AND SUBSIDIARIES
(formerly Paragon Polaris Strategies.com, Inc)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in U.S. Dollars)
(unaudited)

- continued -

The accompanying notes are an integral part of these consolidated financial statements.

F-6

ICOWORKS, INC. AND SUBSIDIARIES
(formerly Paragon Polaris Strategies.com, Inc)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in U.S. Dollars)
(unaudited)

Supple mental disclosure with re spect to cash flows (Note 17)

The accompanying notes are an integral part of these consolidated financial statements.

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Item 2. Management’s Discussion and Analysis or Plan of Operation.

FORWARD LOOKING STATEMENTS

The information in this discussion contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements involve risks and uncertainties, including statements regarding our capital needs, business strategy and expectations. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may", "will", "should", "expect", "plan", "intend", "anticipate", "believe", "estimate", "predict", "potential" or "continue", the negative of such terms or other comparable terminology. Actual events or results may differ materially. In evaluating these statements, you should consider various factors, including the risks outlined below, and, from time to time, in other reports we file with the SEC including our Annual Report on Form 10-KSB for the year ended June 30, 2003. These factors may cause our actual results to differ materially from any forward-looking statement. We disclaim any obligation to publicly update these statements, or disclose any difference between our actual results and those reflected in these statements. The information constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

OVERVIEW

Icoworks Inc. (formerly Paragon Polaris Strategies.com Inc.) (“We”, “Icoworks” or the “Company”) is engaged in the auction and asset realization business through our investment in 50.5% of the outstanding stock of Icoworks Holdings, Inc., a Nevada corporation (“Icoworks Holdings”).

Icoworks Holdings is engaged in the asset realization business and is a provider of a full and comprehensive range of auction, liquidation and appraisal services to the industrial, oilfield, commercial and office markets. Icoworks Holdings’ business operations have historically been based in Calgary, Alberta, Canada and have recently been expanded to include a subsidiary operation in Oakville, Ontario, Canada and, subsequent to the end of our fiscal year, Premier Auctions based in Texas and Oklahoma. Icoworks Holdings plans to expand its business, both through the expansion of its traditional auction, liquidation and appraisal services and through the acquisition of other businesses engaged in the asset realization business that complement Icoworks Holdings’ growth strategy. Icoworks Holdings also plans to enhance its traditional services by the use of technology, including the use of live internet auctions, online internet auctions and technology-assisted auctions, in order to expand the scope of potential purchasers for its asset realization business and to facilitate auction transactions.

Icoworks Holdings completed the acquisition of Premier Auctions, a Texas and Oklahoma based auction business specializing in the oil and gas equipment industry on August 29, 2003. Icoworks Holdings completed the acquisition of Santiago Classic Car Auctions, a New Mexico based auction business specializing in classic automobiles, in January 2004.

We do not have any business or subsidiaries other than our 50.5% interest in Icoworks Holdings.

PRESENTATION OF FINANCIAL INFORMATION

We completed the acquisition of a 56% interest in Icoworks Holdings effective February 20, 2003. Our interest in Icoworks Holdings has subsequently been diluted to a 50.5% interest. Under United States generally accepted accounting principles, our financial statements have been prepared using reverse-acquisition accounting principles, which result in Icoworks Holdings acquiring Icoworks for accounting purposes. Accordingly, Icoworks Holdings is treated as the acquirer for accounting purposes, even though Icoworks is the legal acquirer. Under United States generally accepted accounting principles, comparative figures for prior periods are based on the operating results of Icoworks Holdings, but the type of share capital and number of issued and outstanding shares continue to reflect those of Icoworks. Therefore, our consolidated financial statements include the accounts of Icoworks Holdings and its legal subsidiaries. All significant inter-company accounts and transactions have been

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eliminated on consolidation. Comparative figures reported in our financial statements for the six months ended December 31, 2002 are for Icoworks Holdings only. Further adjustments were also required as outlined in the notes to the financial statements. We have adopted the June 30 year end of Icoworks Holdings to reflect the accounting treatment of the acquisition, rather than proceeding with our previous December 31 year end. Due to the fact that we own less than 100% of Icoworks Holdings, our financial statements account for the minority interest in Icoworks Holdings that we do not own.

We acquired the business of Premier Auctions effective August 29, 2003. The results of operations of Premier Auctions for the period from August 29, 2003 to December 31, 2003 are included in our statements of operations and our statement of cash flows for the periods ended December 31, 2003. Our balance sheet at December 31, 2003 accounts for the acquisition of Premier Auctions.

RECENT CORPORATE DEVELOPMENTS

We have recently taken a number of steps in connection with the reorganization of our business and our corporate structure. These material corporate developments are summarized as follows:

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RESULTS OF OPERATIONS

Revenues

We earn revenues from two principal activities, namely auction revenues and held for sale revenues. Auction revenues are comprised of buyers’ premiums, being premiums over and above the purchase prices of items sold, and commissions paid by consigners of items for auctions. Held-for-sale revenues are comprised of revenues from items purchased and held for sale and/or liquidation. Revenue is recognized once the auction or sales are completed and collections reasonably assured. Other commissions are earned by us when we provide guarantees on the gross proceeds to be received from sale to a consigner. We conduct our sales where we temporarily acquire title to goods pending sale. We also enter into joint venture agreements through our subsidiary, Icoworks Joint Ventures, whereby goods are purchased for resale on a joint venture basis. When these activities are conducted on a joint venture basis, the profits are divided between us and the joint venture party on a negotiated basis. If the actual proceeds are less than cost, or less than the guaranteed price, then we may be required to fund any shortfall. The structure of sales varies from sector to sector as do the amounts of commissions and buyer’s premiums and accordingly, the nature of our revenues in any period will depend on the mix of sales which are conducted during the period.

We also earn fees charged for appraisals. Revenue from appraisals is recognized when work is completed and collection is reasonably assured.

Our sales revenues increased to $11,213,648 for the six months ended December 31, 2003, compared to $623,383 for the six months ended December 31, 2002. Our sales revenues increased to $7,966,775 for the quarter ended December 31, 2003, compared to $42,941 for the quarter ended December 31, 2002. Our increase in revenues is attributable to the following factors:

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We experienced a decline in revenues from Icoworks Services for the six months ended December 31, 2003 from for the six months ended December 31, 2002.

Variations in our operating results on a quarter by quarter basis may in part be explained due to the nature of the auction business. Our auction business involves large sales of items through auctions. The scheduling of these large auction sales will impact on the timing of revenues earned and will result in quarter by quarter variations in revenues and consequent operating results.

Cost of Sales

Our cost of sales increased to $9,365,898 for the six months ended December 31, 2003 from $369,224 for the six months ended December 31, 2002. Our cost of sales increased to $6,571,765 for the quarter ended December 31, 2003 from $239,017 for the quarter ended December 31, 2002. The increases in our costs of sales were primarily attributable to increased costs of sales attributable to bought deal sales conducted by Icoworks Eastern during the first half of our fiscal year.

Net Auction Revenue

Our net auction revenue was $1,847,750 for the six months ended December 31, 2003, compared to $254,159 for the six months ended December 31, 2002. Our net auction revenue was $1,395,010 for the quarter ended December 31, 2003, compared to ($196,076) for the quarter ended December 31, 2002. Net auction revenue as a percentage of sales decreased to 16.5% for the six months ended December 31, 2003, compared to 40.8% for the six months ended December 31, 2002. The decrease in net auction revenue as a percentage of sales was in part attributable to the shift in our revenues from auction revenues to held for sale revenues. We experienced lower net auction revenues with respect to held for sale revenues due to the cost of acquisition of the inventory that is sold in held for sale revenues.

Other Revenue

Other revenue is comprised of revenues earned from appraisal services. Other revenues increased to $69,336 for the six months ended December 31, 2003 from $51,750 for the six months ended December 31, 2002. Other revenues increased to $21,627 for the quarter ended December 31, 2003 from $15,337 for the quarter ended December 31, 2002. Other revenues for the six months ended December 31, 2003 were primarily attributable to Premier Auctions. Other revenues attributable to DM International Appraisals, a wholly-owned subsidiary of Icoworks Holdings were minimal for the six months ended December 31, 2003. We expect that Premier Auctions will continue to contribute to increased appraisal revenue in the future as our previous appraisal revenues were limited to our Alberta operations.

Expenses

Our operating expenses increased to $3,164,238 for the six months ended December 31, 2003, compared to $777,748 for the six months ended December 31, 2002. Our operating expenses increased to $1,919,161 for the quarter ended December 31, 2003, compared to $113,678 for the quarter ended December 31, 2002. The large increase in operating expenses is attributable to the following factors:

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As a result of our expansion and acquisitions:

We incurred financing fees in the amount of $605,648 during the six months ended December 31, 2003, compared to nil for the six months ended December 31, 2003. These financing fees were attributable to of our arranging financing for the acquisition of Premier Auctions.

We anticipate that our operating expenses will continue to increase as the operations of Premier Auctions are fully incorporated into our operating results and as we continue our expansion strategy.

Net Loss

Our net loss increased to $1,023,807 for the six months ended December 31, 2003, compared to $455,176 for the six months ended December 31, 2002. Our net loss decreased to $345,901 for the quarter ended December 31, 2003, compared to $355,820 for the quarter ended December 31, 2002. Our increased loss is primarily attributable to the increases to our operating expenses that were not off-set by increases in net revenues.

LIQUIDITY AND FINANCIAL CONDITION

Cash and Working Capital

We had cash of $904,787 at December 31, 2003 compared to cash of $448,404 at June 30, 2003. We had a working capital deficiency of $3,427,946 at December 31, 2003, compared to a working capital deficiency of $1,562,863 at June 30, 2003. Our working capital deficiency is the result of a number of factors including the expansion of operations and continuing losses. We anticipate that we will require additional funding in order to achieve profitable operations and to implement our plan of operations.

Financial Arrangements and Guarantees Used to Acquire Inventory

The amount of financial arrangements and guarantees used to acquire inventory outstanding was $3,480,176 at December 31, 2003, compared to $2,449,626 at June 30, 2003. This amount at December 31, 2003 included a liability to the participants in the Icoworks Joint Venture bought deal fund, as discussed below, that was outstanding in the amount of $1,480,176 at December 31, 2003 and a liability in the amount of $2,000,000, plus accrued interest and guaranteed return fees of $250,255, which is included in accounts payable and accrued liabilities, owed in respect of the Icoworks US JV bridge loan facility that was obtained to enable Icoworks Holdings to acquire Premier Auctions. The balance of $1,353,147 was comprised of amounts that we had guaranteed to receivers and consignors with respect to goods to be auctioned by us where we have guaranteed a minimum sales price to the receivers and consignors. In these arrangements, we are at risk as to the ultimate sales price of the goods to be sold. Accordingly, the goods that are the subject of these arrangements are recorded by us as inventory.

Cash From Operating Activities

Cash provided by operating activities was $1,961,170 during the six months ended December 31, 2003, compared to cash used in operating activities in the amount of $233,773 during the six months ended December 31, 2002. We experienced a decrease in inventory in the amount of $1,204,779 during our first half of our fiscal year.

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Financing Activities

Cash provided by financing activities was $965,154 for the six months ended December 31, 2003 compared to cash provided by financing activities in the amount of $234,530 for the six months ended December 31, 2002. Cash provided by financing activities included proceeds of $4,846,745 from financial arrangements, which included proceeds of $2,000,000 from the Icoworks US JV bridge loan facility. Cash provided by financing activities included an offset in respect of the repayment of guarantees in the amount of $1,552,282 and an offset in respect of repayments to the Icoworks Joint Venture financial arrangement in the amount of $2,700,401.

We have access to a fund of capital in the amount of $2,398,638 through the Icoworks Joint Venture financial arrangement which we anticipate will be used to finance the acquisition of inventory and assets for resale on a project by project basis. These joint ventures financial arrangements and our obligations thereunder are described below under “Icoworks Joint Ventures”.

We anticipate that we will require additional financing in the amount of $500,000 over the next twelve months in order to fund our shortfall in cash used in operating activities. See discussion below under “Financing Requirements”.

Icoworks Joint Ventures

Icoworks Holdings has incorporated a subsidiary, Icoworks Joint Ventures Inc. (“Icoworks Joint Ventures”), for the purpose of acting as a bare trustee for participants who advance funds for the purpose of financing and selling bought deals. The shares of this subsidiary were transferred to Ian de Bie and Paul McAteer, as trustees, in January 2004. Icoworks Holdings and Icoworks Joint Ventures have entered into joint venture agreements with several initial participants. The purpose of the joint venture formed pursuant to the joint venture agreement is to provide a financing arrangement that will provide funding to enable us to purchase and resell various types of assets being liquidated in receiverships and bankruptcy on a “bought deal” basis. Assets purchased will be resold using the services of Icoworks Holdings. The joint venture will plan to generate profit by selling these assets at a higher price than the original purchase cost plus costs of sale. Under the joint venture agreements, Icoworks Holdings will carry out the purchase and sale of assets for each bought deal. Icoworks Joint Ventures has agreed to advance to Icoworks Holdings 3.5% of the gross sale price of the assets to fund the sale costs relating to the marketing, promotion and resale of the purchased assets. The gross profit, being the sale price of each completed sale, less acquisition costs, sale costs and any additional costs, will be distributed as follows:

Icoworks Holdings has guaranteed a return to each joint venture investor of 15% per annum. The terms of the joint venture agreements are for a minimum of one year and a maximum of three years. Icoworks Holdings will report quarterly to the joint venture participants and distributions will be made on a quarterly basis of cash available for distribution. The joint venture participants will have the option to convert their investments in Icoworks Joint Ventures into shares of our common stock at any time within one year of their initial investment by the exercise of warrants granted to the participants at an amended exercise price of $0.54 per share. To date, a total of $2,398,638 has been made available by participants of which $1,480,776 was outstanding as of December 31, 2003. As at December 31, 2003, we would be liable for $359,796 in each of the twelve month periods ended June 30, 2004 and 2005 if we are required to pay the participants based on our guarantee obligation.

Icoworks Joint Ventures was formed during the fourth quarter of fiscal 2003 and participated in four bought deals during the fourth quarter. Funds advanced by the joint venture participants are held in trust by Icoworks Joint Ventures for the joint venture participants until such time as funds are advanced to fund a bought-deal acquisition.

Bridge Loan Facility - Icoworks US JV Inc.

Icoworks Holdings incorporated Icoworks US JV Inc. in the United States for the purpose of arranging for bridge loan financing to enable it to acquire the assets of Premier Auctions and Santiago Classic Car Sales. Icoworks US

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JV Inc. was incorporated for the purpose of acting as a bare trustee for the investors who advanced the bridge loan. The borrower under the bridge loan was Icoworks Services US and the bridge loan has been guaranteed by Icoworks Holdings. The bridge loan facility is for a principal amount of $2,000,000. Advances under the bridge loan facility accrue interest at the rate of 1.5% per month from the date of advance plus a guaranteed return fee of 1.5% per month. Interest accrued on the bridge loan is repayable on November 15, 2003 or thereafter at the demand of the lender. The principal amount of the bridge loan and accrued interest was originally repayable on or before February 28, 2004. The maturity date of the bridge loan has been extended to June 30, 2004 by agreement. The bridge loan facility is secured by a promissory note, an assignment of proceeds from the exercise of warrants issued to the participants in the Icoworks Joint Venture, a guarantee and postponement of claims by Icoworks Holdings, a pledge of the shares of any corporation acquired and, at the request of the lender, a mortgage of any lands acquired. The full amount of the principal advanced under the bridge loan facility is convertible into shares of Icoworks at a price of $0.35 per share of common stock.

A total of $2,000,000 was advanced under the bridge loan facility during the six months ended December 31, 2003. Of the amount advanced, $1,500,000 was used to acquire the assets of Premier Auctions and the balance was applied to the acquisition of Santiago Classic Car Sales and to working capital.

Completion of Merger with Icoworks Holdings

We plan to complete the merger with Icoworks Holdings. We anticipate that the completion of this acquisition will take approximately six months and will cost approximately $100,000 due to the fact that we must file a registration statement with the United States Securities and Exchange Commission to register the shares to be issued to the remaining shareholders of Icoworks Holdings.

Financing Requirements

We will require additional financing over the next twelve months. We anticipate that we will require financing in the amount of approximately $500,000 to fund the shortfall in cash used in operating activities. In addition, we will require financing in the amount of $2,000,000 plus accrued interest in order to repay the bridge loan facility obtained through Icoworks US JV. This loan must be repaid on or before June 30, 2004. We also plan to pursue our acquisition strategy and anticipate that any future acquisitions will be completed using new financings that will have to be negotiated and obtained on a transactional basis.

Our financing requirements are in excess of our current financial resources. We plan to pursue equity financings involving sales of our common stock or convertible preferred stock in order to raise financing to fund our ongoing capital requirements. It is contemplated that funds we raise would be advanced by us to Icoworks Holdings as a loan pending the completion of the merger with Icoworks Holdings. We do not have any arrangements for financing currently in place. There is no assurance that we will be successful in raising the necessary financing to meet our financing requirements.

We previously announced a private placement of up to 2,000,000 units at a price of $0.35 per unit. Each unit was to be comprised of one share of our common stock and one share purchase warrant. No sales of these units were completed.

In the event that we are successful in achieving financing, we anticipate advancing funds to Icoworks Holdings to fund bought deals and the acquisition strategy of Icoworks Holdings as a loan pending the completion of the merger of Icoworks Holdings. These loans may be advanced as secured or unsecured loans. In the event that we advance funds to Icoworks Holdings, there will be no assurance that these funds will be repaid by Icoworks Holdings. If the business of Icoworks Holdings is not successful in generating sufficient funds to repay these loans, then our financial condition will be adversely affected. In addition, there is a risk that we will advance substantial funds to Icoworks Holdings and the merger of Icoworks Holdings will not proceed. In the event that we are unable to raise additional financing under acceptable terms, then we may not be able to proceed with our plan of operations or we may be required to scale back our plan of operations. We also anticipate that we will continue to incur losses until such time as we are able to generate profits from the business of Icoworks Holdings and its expansion strategy.

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CRITICAL ACCOUNTING POLICIES

Revenue Recognition

Revenues mainly consist of auction revenues and held-for-sale revenues. Auction revenues are comprised of buyers premiums, being premiums over and above the purchase prices of items sold, and commissions paid by consignors of items for auction. Held for sale revenues are comprised of revenues from items purchased and held-for-sale and or liquidation. Revenue is recognized once the auction or sales are completed and collection is reasonably assured. Other commissions are earned when we provide guarantees on the gross proceeds to be received from sale to the consignor.

We conduct these sales where we, or in joint venture with others, temporarily acquire title to the goods. When these activities are conducted, the profits are divided between us and the joint venture partners on a negotiated basis. If the actual proceeds are less than cost, or less than the guaranteed price, we may be required to fund the shortfall, as discussed above.

Revenue is also earned from fees charged for appraisals and is recognized when the work is completed and collection is reasonably assured.

Foreign Currency Translation

We have determined that the functional currency of certain of our wholly-owned and partially-owned Canadian subsidiaries is the local currency, the Canadian dollar. Assets and liabilities denominated in foreign currency are translated into U.S. dollars at the period end exchange rates. Revenue and expenses are translated at the rates of exchange prevailing on the dates such items are recognized in earnings. Related exchange gains and losses are included in a separate component of shareholders' equity under other comprehensive income. Exchange gains and losses resulting from foreign currency transactions are included in income for the period.

Inventory

Inventory is stated at the lower of cost or market. Cost is generally determined on the first-in, first-out basis.

Intangible Assets

The carrying value of intangible assets is re-evaluated for potential permanent impairment on an ongoing basis at the reporting unit level. In order to determine whether permanent impairment exists, management considers the Company’s and its subsidiaries’ financial condition as well as expected pre-tax earnings, discounted cash flows or market related values. If the carrying value of intangible assets of a reporting unit exceeds the fair value of the reporting unit, the carrying value of intangible assets must be written down to fair value in the year the impairment is recognized.

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ITEM 3. CONTROLS AND PROCEDURES.

As required by Rule 13a-15 under the Securities Exchange Act of 1934 (the “Exchange Act”), we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2003, being the date of our most recently completed fiscal quarter. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, Mr. J. Graham Douglas. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective in timely alerting management to material information relating to us required to be included in our periodic SEC filings. There have been no significant changes in our internal controls or in other factors that could significantly affect internal controls subsequent to the date we carried out our evaluation.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

During our most recently completed fiscal six months ended December 31, 2003, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to affect, our internal control over financial reporting.

The term “internal control over financial reporting” is defined as a process designed by, or under the supervision of, the registrant's principal executive and principal financial officers, or persons performing similar functions, and effected by the registrant's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

We, and our consolidated subsidiaries, are presently party to the following legal proceedings:

Item 2. Changes in Securities.

We did not complete any sales of our common stock without registration pursuant to the Securities Act of 1933 (the “1933 Act”) during our fiscal quarter ended December 31, 2003, except as described below:

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Item 3. Defaults upon Senior Securities.

None.

Item 4. Submission of Matters to a Vote of Security Holders.

No matters were submitted to our security holders for a vote during our fiscal quarter ended December 31, 2003.

Item 5. Other Information.

None.

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Item 6. Exhibits and Reports on Form 8-K.

EXHIBITS REQUIRED BY ITEM 601 OF REGULATION S-B

CURRENT REPORTS ON FORM 8-K

We filed the following Current Reports on Form 8-K during our fiscal quarter ended December 31, 2003:

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SIGNATURES

In accordance with the requirements of the Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.