U.S. Securities and Exchange Commission
Washington, DC 20549
FORM 10 K SB/A
[ X ] ANNUAL REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2001
Commission File No.333 - 32634
PARAGON POLARIS STRATEGIES.COM INC.
NEVADA 76-0609444
(State or other jurisdiction of (IRS Employer
incorporation or organization) ID Number)
3215 MATHERS AVENUE, WEST VANCOUVER, BC, CANADA V7V 2K6
(Address of principal executive office) (Zip code)
Issuer's telephone number: (604) 913-8355
Securities registered under Section 12(b) of the Exchange Act: NONE
Securities registered under Section 12(g) of the Exchange Act: COMMON STOCK
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 registration was required to file such
reports), and (2) has been subject to such filing requirements for the
past 90 days. Yes X No____
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure
will be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of
this Form 10K SB or any amendment to this Form 10K SB. [ X ]
State issuer's revenues for its most current fiscal year. $-0-
State the aggregate market value of the voting stock held by non-
affiliates computed by reference to the price at which the stock was
sold, or the average bid and asked prices of such stock, as of a specific
date within the past 60 days. As of December 31, 2001: $ 12,000.
Check whether the issuer has filed all documents and reports required to
be filed by Section 12, 13 or 15(d) of the Exchange Act after
distribution of securities under a plan confirmed by a court.
Yes______ No______ Not applicable.
The number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.
2,600,000 shares common stock. This Form 10K SB consists of 29 pages.
TABLE OF CONTENTS
FORM 10K SB ANNUAL REPORT
PARAGON POLARIS STRATEGIES.COM INC.
PART I
ITEM PAGE
Item 1 Description of Business ......................1
Item 2 Description of Property........................5
Item 3 Legal Proceedings..............................6
Item 4 Submission of Matters to a Vote of Security
Shareholders...................................6
PART II
Item 5 Market for the Registrant's Common Equity
and related Stockholder Matter.................6
Item 6 Management's Discussion and Analysis of
Financial Condition and Results of Operations............6
Item 7 Financial Statements...........................12
Item 8 Changes in and Disagreements on Accounting
and Financial Disclosure.......................16
PART III
Item 9 Directors, Executive Officers, Promoters
and Control persons, Compliance with Section
16(a) of the Exchange Act......................16
Item 10 Executive Compensation.........................16
Item 11 Security Ownership of Certain Beneficial
Owners and Management..........................17
Item 12 Certain Relationships and Related
Transactions...................................17
Item 13 Exhibits and Reports on Form 8-K...............17
Signatures........................................................ 17
PART I
ITEM 1. DESCRIPTION OF BUSINESS.
General Description of Registrant
PARAGON POLARIS STRATEGIES.COM INC. is a corporation formed under the
laws of the State of Nevada on May 27, 1999 whose principal executive
offices are located in West Vancouver, British Columbia, Canada.
The primary objective of the business is to market high-quality, low-
cost vitamins, minerals, nutritional supplements, and other health and
fitness products to medical professionals, alternative health
professionals, martial arts studios and instructors, sports and fitness
trainers, other health and fitness professionals, school and other fund
raising programs and other similar types of customers via the Internet
for sale to their clients. Our license covers the distribution rights
for Oregon and Idaho. We are in the development stage and have had no
revenues.
Narrative Description of Business
On July 1, 1999 Paragon Polaris Strategies.com Inc. received from David
R. Mortenson & Associates of Alvin, Texas, the rights to distribute and
produce, in the states of Arizona and Nevada, an oxygen enriched water
product for fish farming, aquaculture, mariculture, poultry raising, and
for treating animal waste from dairies, feedlots of all kinds, and for
other similar uses. These production and distribution rights were
received from Mortenson in exchange for 2,000,000 shares of common
stock. Mortenson acquired these rights from the inventors of the
product, N. W. Technologies, Inc. under a distribution agreement.
Several months later the contract granting David R. Mortenson &
Associates rights to the technology was withdrawn. Mortenson sued N.W.
Technologies Inc. in Harris County Court, Houston Texas.
To compensate for the possibility that we could lose our principal asset
and the obvious delay that this dispute and court action has caused,
David R. Mortenson & Associates agreed to suspend all financial
requirements that are due or will be due in the future until the dispute
with NW is resolved. They have also agreed to grant an alternative
license to Paragon Polaris Strategies.Com Inc. for the distribution of
vitamin and herbal supplements for the Oregon and Idaho. This license
will enable us to create a business plan and start the process of
getting into business.
The License.
Paragon Polaris Strategies.Com Inc. has a three year license to market
and sell vitamins, minerals, nutritional supplements, and other health
and fitness products to medical professionals, alternative health
professionals, martial arts studios and instructors, sports and fitness
trainers, other health and fitness professionals, school and other fund
raising programs and other similar types of customers. All of these
individuals and organizations will order their products via the Internet
for sale to their clients. The license will be automatically renewed
unless Paragon or Vitamineralherb.com gives the other notice of its
intent not to renew.
Vitamineralherb.com Inc. is a Nevada corporation formed on April 2,1999.
It is a privately held company that was formed specifically to act as a
clearing facility that would distribute health and nutrition products
through distributors in exclusive, defined territories. The President
of Vitamineralherb.com is David R. Mortenson.
On July 10, 2001, Vitamineralherb.com entered into a manufacturing
agreement with Alta Natural Herbs and Supplements Ltd., a publicly held
nutraceuticals manufacturing firm, located in Richmond, British
Columbia, Canada listed on the Canadian Venture Exchange under the
symbol AHS. Alta Natural Herbs and Supplements Ltd. has been a contract
manufacturer of vitamin, mineral, nutritional supplement, and
alternative health products for various marketing organizations for
approximately eight years. Alta Natural Herbs and Supplements Ltd.
incurred a net loss of $270,566 for the six month period ended April 30,
2001 and incurred a loss of $244,536 over the same six month period in
2000. Alta Natural Herbs and Supplements Ltd. has never operated at a
profit since its inception in 1993.
As of April 30, 2001, Alta Natural Herbs and Supplements Ltd. had total
assets of $1,019,204 and current assets of $590,797, total liabilities
and current liabilities of $309,432 and a net worth of $709,672.
In addition to a line of standard products, Alta Natural Herbs and
Supplements Ltd. is able to manufacture custom blended products for
customers. Alta Natural Herbs and Supplements Ltd. also has the
capability to supply privately labeled products for Paragon/Polaris Inc.
customers at a minimal added cost. Vitamineralherb.com has just begun
developing its vitamin marketing and distributorship business.
As a licensee of Vitamineralherb.com, Paragon Polaris Strategies.Com
Inc. eliminates the need to develop products, store inventory, build and
maintain a website, establish banking liaisons, and develop a
fulfillment system, thereby enabling us to focus strictly on marketing
and sales. We plan to target health and fitness professionals in Idaho
and Oregon who wish to offer health and fitness products to their
customers.
Paragon Polaris (and its customers) will have access to all products
offered on the Vitamineralherb.com website, as well as the ability to
order custom-formulated and custom-labeled products.
Vitamineralherb.com sets the price for products based on the
manufacturer's price, plus a markup which provides a 10% commission to
Vitamineralherb.com and a profit for Paragon Polaris Strategies.Com Inc.
Three different labeling options are available to customers:
- products may be ordered with the manufacturer's standard label with
no customization.
- the fitness or health professional may customize the labels by
adding its name, address, and phone number to the standard label. In
most cases, these labels would be a standardized label with product
information and a place on the label for the wording "Distributed by."
This gives these health and fitness professionals a competitive edge.
- labels may be completely customized for the health or fitness
professional.
When a fitness or health professional becomes a client, Paragon Polaris
Strategies.Com Inc.'s salesperson will show the client how to access the
Vitamineralherb.com website. The client is assigned an identification
number that identifies it by territory, salesperson, and business name,
address, and other pertinent information. The health or fitness
professional may then order the products it desires directly through the
Vitamineralherb.com website, paying for the purchase with a credit card,
electronic check ("e-check"), or debit card. All products will be
shipped by the manufacturer directly to the professional or its clients.
We are not obliged to purchase and maintain a large inventory, an order
desk or shipping department. This method of doing business, which only
a short time ago would be unthinkable is now a preferred way of shopping
(whether wholesale or retail) for a large segment of the population of
North America.
The website is maintained by Vitamineralherb.com and each licensee pays
an annual website maintenance fee of $500. All financial transactions
will be handled by Vitamineralherb.com's Internet clearing bank. The
Vitamineralherb.com webmaster will download e-mail orders several times
a day, check with the clearing bank for payment and then submit the
product order and electronic payment to Alta Natural Herbs and
Supplements Ltd. Vitamineralherb.com then forwards the money due
Paragon Polaris. via electronic funds transfer.
Vitamineralherb.com's software tracks all sales through the customer's
identification number, and at month end, e-mails to Paragon Polaris
Strategies.Com Inc. a detailed report including sales commissions.
Vitamineralherb.com has indicated that it will use e-commerce
advertising such as banner ads on major servers and websites, as well as
attempting to insure that all major search engines pick
Vitamineralherb.com first. All sales originating from the website to
customers located in Oregon or Idaho will automatically be assigned to
Paragon Polaris Strategies.Com Inc.
Implementation of the business plan.
Our business plan is to sell Vitamineralherb.com products to targeted
markets. Unless considerable capital is available we will not be able
to fully implement the business plan shown in the milestones below.
investment may become worthless. Paragon Polaris Strategies.Com Inc.
shall employ salespeople to call on medical professionals, alternative
health professionals, martial arts studios and instructors, sports and
fitness trainers, other health and fitness professionals, school and
other fund raising programs and other similar types of customers to
interest these professionals in selling to their clients high-quality,
low-cost vitamins, minerals, nutritional supplements, and other health
and fitness products. These professionals would sell the products to
their clients and order them through the Internet.
Milestones:
1. Establishment of an office. One administration office is planned
for the whole territory. Sales people would office in their own homes.
The one office that we would establish would act as a coordinating and
business office, looking after sales support, bookkeeping and payroll.
We estimate that office space will cost in the neighborhood of $26 per
square foot including taxes and insurance. We estimate that we will
require about 1,000 square feet initially. We will be unable to obtain
this milestone unless we are able to sell at least half of the common
shares offered by us in this offering. If we are unable to raise
sufficient funds for office space, we will consider other options such
as having sales persons operating out of their homes, but we currently
have no contingency plan for this.
2. Recruiting of sales people. We estimate that we will require two
sales people to cover Oregon and Idaho; one headquartered in the city of
Portland covering the western, most populous area of Oregon and the
other in Boise or Twin Falls to cover eastern Oregon and Idaho . Sales
people will be provided with a basic draw against commissions of $1,000
per month. Potential customers in rural Idaho and Oregon with their
hundreds of small towns and villages will be pre-qualified by telephone
and then paid a sales call. Cost of recruiting is estimated at $3,000.
The sale of at least 500,000 common shares by us would raise
approximately enough money to obtain this milestone.
3. Advertising. We envision advertising of our products and services
as a very low-keyed approach. We believe that direct mail is the best
and most cost effective method of reaching our potential clients. Due
to the fact that we are targeting a fairly narrow segment of the
population as potential retailers, a well-designed mail piece and cover
letter with follow up by telephone should be adequate to introduce us to
our potential clients. Design and production of a mailing piece is
estimated at $7,000. If we are unable to sell the 1,000,000 common
shares offered by us in this offering we would be unable to meet any
advertising costs.
4. Generation of Revenues. Management of Paragon Polaris believes
that a planned, slow-but-steady growth pattern will serve the
organization in the best fashion. By keeping costs low and
concentrating first on the major centers, we believe that we can
generate revenues in a fairly short time but there can be no
assurance of this. We hope that each initial order will provide a
comparatively large purchase by the retailer. After that the
distributors will order product as they require it. We hope that
the initial surge of orders will provide enough cash flow to keep
from using our working capital too rapidly and that we will be able
to reach a break-even point or a small profit position before our
capital is used up.
If sufficient capital is not available to accomplish those things we
will have to obtain additional financing through an additional offering,
private or public, bank borrowing or through capital contributions by
current shareholders. No commitments to provide additional funds have
been made by management or shareholders. You cannot be sure that any
additional funds will be available on terms acceptable to Paragon
Polaris Strategies.Com Inc. or at all. We expect to begin earning
revenues shortly after a sales force is in place but there can be no
assurance of this.
The vitamin, supplement, mineral and alternative health product market
In recent years, a growing awareness of vitamins, herbs, and other
dietary supplements by the general public has created a whole new
segment in the field of medicine and health care products. According to
Jupiter Communications, online sales of such products are expected to be
$434 million in the year 2003, up from $1 million in 1998. Paragon
Polaris believes that several factors are driving this growth, including
a rapidly growing segment of the population that is concerned with aging
and disease. There is also a growing interest in preventative health
care, favorable consumer attitudes toward alternative health products
and a favorable regulatory statute, the Dietary Supplement Health and
Education Act of 1994.
The electronic commerce industry is new, rapidly evolving and intensely
competitive, and Paragon Polaris expects competition to intensify in the
future. Barriers to entry are minimal and current and new competitors
can launch sites at a relatively low cost. In addition, the vitamin
supplement, mineral and alternative health product market is very
competitive and highly fragmented, with no clear dominant leader and
increasing public and commercial attention.
Our competitors can be divided into several groups including:
- traditional vitamins, supplements, minerals and alternative health
products retailers;
- the online retail initiatives of several traditional vitamins,
supplements, minerals and alternative health products retailers;
- online retailers of pharmaceutical and other health-related
products that also carry vitamins, supplements, minerals and alternative
health products;
- independent online retailers specializing in vitamins, supplements,
minerals and alternative health products;
- mail-order and catalog retailers of vitamins, supplements, minerals
and alternative health products, some of which have already developed
online retail outlets; and
- direct sales organizations, retail drugstore chains, health food
store merchants, mass market retail chains and various manufacturers of
alternative health products.
Many of our potential competitors have longer operating histories,
larger customer or user base, greater brand recognition and
significantly greater financial, marketing and other resources than we
have. Even if we sell all of the 1,000,000 common shares being offered
by us in this offering, we would only have a maximum of $50,000 in
working capital and therefore would probably continue at a competitive
advantage with respect to established companies. In addition, an online
retailer may be acquired by, receive investments from, or enter into
other commercial relationships with, larger, well-established and well-
financed companies as use of the Internet and other electronic services
increases.
Competitors have and may continue to have aggressive pricing policies
and devote substantially more resources to website and systems
development than Paragon Polaris does. Increased competition may result
in reduced operating margins and loss of market share.
We believe that the principal competitive factors in its market are:
- ability to attract and retain customers;
- variety of product selection;
- product pricing;
- ability to customize products and labeling;
- quality and responsiveness of customer service.
We believe that we can compete favorably on these points. However, we
will have no control over how successful our competitors are in
addressing these factors. In addition Paragon Polaris online competitors
can duplicate many of the products or services offered on the
VitaMineralHerb.com site.
We believe that traditional retailers of vitamins, supplements, minerals
and other alternative health products face several challenges in
succeeding.
- Lack of convenience and personalized service. Traditional retailers
have limited store hours and locations. Traditional retailers are also
unable to provide consumers with product advice tailored to their
particular situation.
- Limited product assortment. The capital and real estate intensive
nature of store-based retailers limit the product selection that can be
economically offered in each store location.
- Lack of customer loyalty. Although the larger traditional retailers
often attract customers, many of these customers are only one-time
users. People are often attracted to the name brands, but find the
products too expensive.
- the multilevel structure of some marketing organizations mandates
high prices.
As a result we believe there is significant unmet demand for a shopping
channel like that of VitaMineralHerb.com that can provide consumers of
vitamins, supplements, minerals and other alternative health products
with a broad array of products and a convenient and private shopping
experience.
We hope to attract and retain consumers through the following key
attributes of our business:
- Broad Expandable Product Assortment. Paragon Polaris product
selection is substantially larger than that offered by store-based
retailers.
- Low Product Prices. Product prices can be kept low due to volume
purchases through Paragon Polaris's affiliation with VitaMineralHerb.com
and other licensees. Having no inventory, warehouse space and the need
for limited administration will also make our prices lower. All products
are shipped from Alta Natural herbs & Supplements Ltd. inventory.
- Accessibility to Customized Products. At minimal cost, health and
fitness practitioners may offer their customers customized products.
- Access to Personalized Programs. Health or fitness professional can
tailor vitamin and dietary supplement regimes to their clients.
Regulatory Environment
The manufacturing, processing, formulating, packaging, labeling and
advertising of the products Paragon Polaris sells will be subject to
regulation by one or more U.S. federal agencies, including the Food and
Drug Administration, the Federal Trade Commission, the United States
Department of Agriculture and the Environmental Protection Agency. These
activities also may be regulated by various agencies of the states,
localities and foreign countries in which consumers reside.
The Food and Drug Administration, in particular, regulates the
formulation, manufacture, labeling and distribution of foods, including
dietary supplements, cosmetics and over-the- counter or homeopathic
drugs. Under the Federal Food, Drug, and Cosmetic Act, the Food and Drug
Administration may undertake enforcement actions against companies
marketing unapproved drugs, or "adulterated" or "misbranded" products.
The remedies available to the Food and Drug Administration include:
criminal prosecution; an injunction to stop the sale of a company's
products; seizure of products; adverse publicity; and "voluntary"
recalls and labeling changes.
Food and Drug Administration regulations require that certain
informational labeling be presented in a prescribed manner on all foods,
drugs, dietary supplements and cosmetics. Specifically, the Food, Drug,
and Cosmetic Act requires that food, including dietary supplements,
drugs and cosmetics, not be "misbranded". A product may be deemed an
unapproved drug and "misbranded" if it bears improper claims or improper
labeling.
The Food and Drug Administration has indicated that promotional
statements made about dietary supplements on a company's website may
constitute "labeling" for purposes of compliance with the provisions of
the Food, Drug, and Cosmetic Act. A manufacturer or distributor of
dietary supplements must notify the Food and Drug Administration when it
markets a product with labeling claims that the product has an affect on
the structure or function of the body. Noncompliance with the Food,
Drug, and Cosmetic Act, and recently enacted amendments to that Act
discussed below, could result in enforcement action by the Food and Drug
Administration.
The Food, Drug, and Cosmetic Act has been amended several times with
respect to dietary supplements, most recently by the Nutrition Labeling
and Education Act of 1990 and the Dietary Supplement Health and
Education Act of 1994. The Dietary Supplement Health and Education Act
created a new statutory framework governing the definition, regulation
and labeling of dietary supplements.
With respect to definition, the Dietary Supplement Health and Education
Act created a new class of dietary supplements, consisting of vitamins,
minerals, herbs, amino acids and other dietary substances for human use
to supplement the diet, as well as concentrates, metabolites, extracts
or combinations of such dietary ingredients.
Generally, under the Dietary Supplement Health and Education Act,
dietary ingredients that were on the market before October 15, 1994 may
be sold without Food and Drug Administration pre-approval and without
notifying the Food and Drug Administration. In contrast, a new dietary
ingredient, i.e., one not on the market before October 15, 1994,
requires proof that it has been used as an article of food without being
chemically altered or evidence of a history of use or other evidence of
safety establishing that it is reasonably expected to be safe.
Retailers, in addition to dietary supplement manufacturers, are
responsible for ensuring that the products they market for sale comply
with these regulations. Noncompliance could result in enforcement action
by the Food and Drug Administration, an injunction prohibiting the sale
of products deemed to be non-compliant, the seizure of such products and
criminal prosecution.
The Food and Drug Administration has indicated that claims or statements
made on a company's website about dietary supplements may constitute
"labeling" and thus be subject to regulation by the Food and Drug
Administration. With respect to labeling, the Dietary Supplement Health
and Education Act amends, for dietary supplements, the Nutrition
Labeling and Education Act by providing that "statements of nutritional
support" also referred to as "structure/function claims" may be used in
dietary supplement labeling without Food and Drug Administration pre-
approval, provided certain requirements are met.
These statements may describe how particular dietary ingredients affect
the structure or function of the body, or how a dietary ingredient may
affect body structure or function, but may not state a drug claim. Here
is an example: a claim that a dietary supplement will diagnose,
mitigate, treat, cure or prevent a disease. A company making a
"statement of nutritional support" must possess substantiating evidence
for the statement, disclose on the label that the Food and Drug
Administration has not reviewed the statement and that the product is
not intended for use for a disease and notify the Food and Drug
Administration of the statement within 30 days after its initial use.
It is possible that the statements presented in connection with product
descriptions on VitaMineralHerb.com site may be determined by the Food
and Drug Administration to be drug claims rather than acceptable
statements of nutritional support. In addition, some of our suppliers
may incorporate objectionable statements directly in their product names
or on their products' labels, or otherwise fail to comply with
applicable manufacturing, labeling and registration requirements for
over-the-counter or homeopathic drugs or dietary supplements. As a
result, VitaMineralHerb.com may have to remove some statements or
products from its site or modify these statements, names or labels, in
order to comply with Food and Drug Administration regulations. Such
changes could interfere with Paragon Polaris marketing of products and
could cause us to incur significant additional expenses such as for
repackaging and reformulation.
In addition, the Dietary Supplement Health and Education Act allows the
dissemination of "third party literature" in connection with the sale of
dietary supplements to consumers at retail if the publication meets
statutory requirements. Under the Dietary Supplement Health and
Education Act, "third party literature" may be distributed if, among
other things, it is not false or misleading, no particular manufacturer
or brand of dietary supplement is promoted, a balanced view of available
scientific information on the subject matter is presented and there is
physical separation from dietary supplements in stores.
The extent to which this provision may be used by online retailers is
not yet clear, and we cannot assure you that all pieces of "third party
literature" that may be put out in connection with the products Paragon
Polaris offers for sale will be determined to be lawful by the Food and
Drug Administration. Any such failure could make that product an
unapproved drug or a "misbranded" product, and may be exposing us to
enforcement action by the Food and Drug Administration. This could
require the removal of the non-compliant literature from the
VitaMineralHerb.com website or the modification of Paragon Polaris
selling methods. This could interfere with the marketing of that
product and cause us to incur significant additional expenses.
Given the fact that the Dietary Supplement Health and Education Act was
enacted only five years ago, the Food and Drug Administration's
regulatory policy and enforcement positions on certain aspects of the
new law are still evolving. Moreover, ongoing and future litigation
between dietary supplement companies and the Food and Drug
Administration will likely further refine the legal interpretations of
that Act. As a result, the regulatory status of certain types of dietary
supplement products, as well as the nature and extent of permissible
claims will remain unclear for the foreseeable future.
Two areas in particular that pose potential regulatory risks are the
limits on claims implying some benefit or relationship with a disease or
related condition and the application of the physical separation
requirement for "third party literature" as applied to Internet sales.
In addition to the regulatory situation under the Food, Drug and
Cosmetic Act, the advertising and promotion of dietary supplements,
foods, over-the-counter drugs and cosmetics is subject to scrutiny by
the Federal Trade Commission. The Federal Trade Commission Act prohibits
"unfair or deceptive" advertising or marketing practices, and it has
pursued numerous food and dietary supplement manufacturers and retailers
for deceptive advertising or failure to substantiate promotional claims,
including, in many instances, claims made via the Internet.
The Federal Trade Commission has the power to seek administrative or
judicial relief prohibiting a wide variety of claims, to enjoin future
advertising, to seek redress or restitution payments and to seek a
consent order and seek monetary penalties for the violation of a consent
order. In general, existing laws and regulations apply fully to
transactions and other activity on the Internet. The Federal Trade
Commission is in the process of reviewing its policies regarding the
applicability of its rules and its consumer protection guides to the
Internet and other electronic media.
The Federal Trade Commission has already undertaken a new monitoring and
enforcement initiative, "Operation Cure-All" targeting allegedly bogus
health claims for products and treatments offered for sale on the
Internet. Many states impose their own labeling or safety requirements
that differ from or add to existing federal requirements.
Paragon Polaris cannot predict the nature of any future laws,
regulations, interpretations or applications, nor can it say what effect
additional governmental regulations or administrative orders would have
on its business in the future. Although the regulation of dietary
supplements is less restrictive than that of drugs and food additives,
we cannot be sure that the current laws and regulations concerning
dietary supplements will remain less restrictive.
The manufacturing, processing, formulating, packaging, labeling and
advertising of the products Paragon Polaris sells may also be subject to
regulation by one or more U.S. federal agencies, including the Food and
Drug Administration, the Federal Trade Commission, the United States
Department of Agriculture and the Environmental Protection Agency. These
activities also may be regulated by various agencies of the states,
localities and foreign countries in which consumers reside.
Regulation of the Internet.
In general, existing laws and regulations apply to the Internet. The
exact manner in which these laws and regulations affect the Internet is
sometimes uncertain. Most of these laws were adopted prior to the
Internet and do not address the unique issues of the Internet or
electronic commerce.
Numerous federal and state government agencies have already demonstrated
significant activity in promoting consumer protection on the Internet.
Due to the increasing use of the Internet as a medium for commerce and
communication, it is possible that new laws and regulations could be
passed. These new laws and regulations could cover issues such as user
privacy, freedom of expression, advertising, pricing, content and
quality of products and services, taxation, intellectual property rights
and information security. The adoption of such laws or regulations and
the way existing laws and regulations apply to the Internet may slow the
growth of Internet use and result in a decline in Paragon Polaris sales.
A number of legislative proposals have been made at the federal, state
and local level, and by foreign governments, that would impose
additional taxes on the sale of goods and services over the Internet,
and some states have taken measures to tax Internet-related activities.
Although Congress recently placed a three-year moratorium on new state
and local taxes on Internet access or on discriminatory taxes on
electronic commerce, existing state or local laws were expressly
excepted from this moratorium. Once this moratorium is lifted, some
type of federal and/or state taxes may be imposed upon Internet
commerce. Such legislation or other attempts at regulating commerce over
the Internet may substantially affect growth and have a negative affect
on our business.
Employees
Paragon Polaris is a development stage company and currently has no
employees. Paragon Polaris is currently managed by Robert Foo and Samuel
Lau, its officers and directors. We look to them for their management
and financial skills and talents. Management plans to use consultants,
attorneys and accountants as necessary and does not plan to engage any
full-time employees in the near future other than sales people to set up
accounts.
Item 2. Description Of Property
Paragon Polaris Strategies.Com Inc. maintains a mailing address at the
office of one of its shareholders, but otherwise does not maintain an
office. We pay no rent and own no real estate.
Item 3. Legal Proceedings
There are no legal proceedings in which the Company is involved.
Item 4. Submissions of Matters to a Vote of Security Holders
There have been no matters submitted to a vote of the security holders
during the fourth quarter of the fiscal year ended December 31, 2001.
PART II
Item 5. Market for Common Equity and Related Stockholder Matters
Paragon Polaris Strategies.Com Inc. is a development stage company that
is still in the beginning stages of implementing its business plan. No
market currently exists for the common stock. Upon completion of all or
part of the offering of common shares contained in the registration
statement currently underway, it is the intention of the Company to
apply for a trading symbol and a listing to have its shares quoted on
the Over-the-Counter Bulletin Board. There can be no assurance that any
part of this offering will be subscribed to and if all or part of the
offering is subscribed to, that the request of Paragon Polaris
Strategies.Com Inc. to have the price of its stock quoted on the Over-
the-Counter Bulletin Board will be granted.
We have approximately 23 shareholders as of December 31, 2001.
Paragon Polaris Strategies.com Inc. has paid no dividends to date and
management does not anticipate the declaring of dividends in the
foreseeable future.
On May 28, 1999, Paragon Polaris issued 500,000 shares of common stock
to J. P. Beehner and Dorothy Mortenson, our original officers and
directors, as founders' shares in return for the time, effort and
expenditures to organize and form the corporation. These shares were
issued pursuant to Section 4(2) of the Securities Act of 1933. On June
18, 1999 Paragon Polaris issued 200,000 shares of common stock each to
ten individuals: David R. Mortenson, Roy Donovan Hinton, Jr., Marie M.
Charles, George R. Quan, Marsha Quan, Darren Quan, C.E. Kaiser, James R.
Collins, Jock R. Collins and Laurent R. Barbadaux - for a total of
2,000,000 shares in return for the water treatment rights for the state
of Pennsylvania and the development of the business plan. These shares
were issued pursuant to Section 4(2) of the Securities Act of 1933. All
of the shares described in this paragraph were issued to a small number
of sophisticated or accredited investors who were active in our business
and had thorough knowledge concerning us. All issued shares bear a
restrictive legend and were sold pursuant to a letter of intent.
On January 17, 2000 the 500,000 founders' shares of common stock were
purchased by our present officers and directors. This purchase was made
in reliance upon Section 4(1) of the Securities Act of 1933 in that the
sale was made to our present officers and directors who are
sophisticated and accredited investors and who had complete access to
all information concerning us. All issued shares bear a restrictive
legend and were sold pursuant to a letter of intent.
On May 15, 2000 Paragon Polaris issued 100,000 shares of common stock
for cash at a price of $0.12 per share for an aggregate of $12,000 to
Sandringham Investments Limited. These shares were issued pursuant to
Section 4(2) of the Securities Act of 1933. Sandringham is a
sophisticated and accredited investor that is active in business and had
thorough knowledge concerning us. All issued shares bear a restrictive
legend and were sold pursuant to a letter of intent. In addition, these
shares were also sold in reliance upon the exemption in Regulation S,
since the investor is a resident of Canada who purchased its securities
subject to the restrictions of Rule 144.
Rule 144 Shares
Of the shares issued and described above, 2,350,000 shares are available
to be sold to the public in accordance with the volume and trading
limitations of Rule 144. In general, under Rule 144, as currently in
effect, a person who has beneficially owned shares of a company's common
stock for at least one year is entitled to sell within any three month
period a number of shares that does not exceed the greater of:
1. 1% of the number of shares of the company's common stock then
outstanding which, in our case, will equal approximately 23,500
shares as of the date of this report; or
2. the average weekly trading volume of the company's common stock
during the four calendar weeks preceding the filing of a notice on
form 144 with respect to the sale.
Sales under Rule 144 are also subject to manner of sale provisions and
notice requirements and to the availability of current public
information about the company.
Under Rule 144(k), a person who is not one of the company's affiliates
at any time during the three months preceding a sale, and who has
beneficially owned the shares proposed to be sold for at least two
years, is entitled to sell shares without complying with the manner of
sale, public information, volume limitation or notice provisions of Rule
144.
As of the date of this report, persons who are our affiliates hold
500,000 of the 2,350,000 shares that may be sold pursuant to Rule 144.
Item 6. Management Discussion and Analysis or Plan of Operation
Upon the completion of all or part of the sale of shares contained in
the current offering we intend to proceed as quickly as possible to hire
one or more sales representatives to present its service to potential
customers. Geography is an obstacle that must be dealt with. Our
territory is very large, making adequate coverage by one salesperson
virtually impossible. A minimum of two representatives will be
necessary. After opening accounts, these representatives will be
necessary to service existing customers. Research has indicated that
this servicing or detailing of already established accounts results in
larger increases in reorders of product.
Estimated expenses for the next twelve months are as follows:
Two sales persons (draw against commissions)
@ $1000 per month* $24,000
Administration $14,000
Employee benefits $ 16,000
Office rent $ 12,000
Office supplies ( including furniture) $ 10,000
Development stage costs (including
recruiting costs) $ 1,000
Website maintenance $ 500
Contingency (10%) $ 8,750
Total first year expenses $ 78,250
If the maximum proposed offering proceeds are not received, operations
would be scaled down. One sales person would be hired instead of two;
administration would be handled by an officer and director at no cost.
The same officer and director would supply office space during the start-
up process. Growth would be much slower and we would not be able to
rent office space and hire administrative help until sales volumes and
gross profits were large enough. If less than half of our anticipated
net proceeds are received from this offering, management would be forced
to decide whether or not to proceed with the business and either delay
starting or cancel the project completely.
In the event we only sell 250,000 of our common shares we would only be
able to pay our attorneys, accountants, electronic filing and printing
expenses. The remaining funds that could be allocated for start up
costs would be totally inadequate and we would not have any funds for
hiring personnel. Management would be forced to seek other avenues to
implement our business plan.
Item 7. Financial Statements
Audited financial statements for the year ended December 31, 2001
follow.
PARAGON POLARIS STRATEGIES.COM INC.
(A DEVELOPMENT STAGE ENTERPRISE)
AUDIT REPORT
DECEMBER 31, 2001
Janet Loss, C.P.A., P.C.
Certified Public Accountant
1780 South Bellaire, Suite 500
Denver, Colorado 80222
PARAGON POLARIS STRATEGIES.COM INC.
(A DEVELOPMENT STAGE ENTERPRISE)
INDEX TO FINANCIAL STATEMENTS
TABLE OF CONTENTS
ITEM PAGE
Report of Certified Public Accountant.................................... 9
Balance Sheets, December 31, 2001 and 2000...............................10
Statement of Operations, the years ended December 30, 2001 and 2000
And for the period May 27, 1999(inception) through December 31,2001......11
Statement of Stockholders' Equity (Deficit) for the period
May 27, 1999 (Inception) through December 31, 2001.......................12
Statement of Cash Flows for the years ended December 31, 2001 and 2000;
and for the period from May 27, 1999 (Inception) through December 31,
2001.....................................................................13
Notes to Financial Statements...................................... 14 & 15
Janet Loss, C.P.A., P.C.
Certified Public Accountant
1780 South Bellaire, Suite 500
Denver, Colorado 80210
(303) 782-0878
INDEPENDENT AUDITOR'S REPORT
Board of Directors
Paragon Polaris Strategies.Com Inc.
3215 Mathers Avenue
West Vancouver, BC V7V 2K6
Canada
I have audited the accompanying Balance Sheet of Paragon Polaris
Strategies.Com Inc. (A development stage enterprise) as of December 31,
2001 and 2000; the Statements of Operations and Cash Flows for the years
ended December 31, 2001 and 2000 and the Statement of Stockholders'
Equity for the period May 27, 1999 (Inception) through December 31,
2001. These financial statements are the responsibility of the
Company's management. My responsibility is to express an opinion on
these financial statements based on my audits.
My examination was made in accordance with generally accepted auditing
standards. Those standards require that I plan and perform the audits
to obtain reasonable assurance as to 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. I believe that
our audit provides a reasonable basis for our opinion.
In my opinion, The Financial Statements referred to above present
fairly, in all material respects, the financial position of Paragon
Polaris Strategies.Com Inc. (a development stage enterprise) as of
December 31, 2001 and 2000; the results of its operations and changes in
its cash flows for the years ended December 31, 2001 and 2000 and the
Statement of Stockholders' Equity for the Period from May 27, 1999
(Inception) through December 31, 2001in conformity with generally
accepted accounting principles.
Janet Loss, C.P.A., P.C.
March 26, 2002
PARAGON POLARIS STRATEGIES.COM INC.
(A DEVELOPMENT STAGE ENTERPRISE)
BALANCE SHEETS
AS AT DECEMBER 31, 2001 AND 2000
2001 2000
ASSETS
CURRENT ASSETS:
CASH $ 0 $ 0
TOTAL CURRENT ASSETS 0 0
TOTAL ASSETS 0 0
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES: 7,500 0
STOCKHOLDERS' EQUITY:
COMMON STOCK, $0.001 PAR
VALUE; 25,000,000 SHARES
AUTHORIZED AND 2,600,000 AND
2,500,00 SHARES ISSUED AND
OUTSTANDING 2,600 2,600
ADDITIONAL PAID-IN CAPITAL 12,055 12,055
DEEMED DIVIDEND RE: LICESNSE RIGHTS (2,000) (2,000)
(DEFICIT) ACCUMULATED DURING
THE DEVELOPMENT STAGE (20,155) (12,655)
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) 7,500 0
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 0 $ 0
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS
PARAGON POLARIS STRATEGIES.COM INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000
AND FOR THE PERIOD MAY 27, 1999 (INCEPTION)
THROUGH DECEMBER 31, 2001
INCEPTION TO
DEC. 31, 2001 DEC.31, 2000 DEC.31, 2001
REVENUES: $ 0 $ 0 $ 0
OPERATING EXPENSES:
PROFESSIONAL FEES 0 8,431 9,836
TAXES AND LICENSES 1,200 320 1,650
OFFICE EXPENSES 6,300 2,049 8,669
TOTAL OPERATING EXPENSES 7,500 10,800 20,155
NET (LOSS) FOR THE PERIOD $ (7,500) $ (10,800) $ (20,155)
NET (LOSS) PER SHARE $ (0.00) $ (0.00) $ (0.00)
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 2600000 2553000
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
PARAGON POLARIS STRATEGIES.COM INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE PERIOD MAY 27, 1999 (INCEPTION)
THROUGH DECEMBER 31, 2001
COMMON ADDITIONAL
STOCK PAID DEFICIT
NUMBER IN ACCUMULATED
OF COMMON CAPITAL DURING TOTAL
SHARES STOCK DEEMED THE STOCKHOLDER'S
AMOUNT DIVIDEND DEVELOPMENT EQUITY
STAGE
COMMON
STOCK 500000 500 155 0 0 500
ISSUED MAY
28, 1999
FOR CASH
COMMON 2000000 2,000 0 0 0 2,000
STOCK
ISSUED
JULY 1,
2000 FOR
CASH
DEEMED
DIVIDEND 0 0 0 (2000) 0 (2,000)
RE: LICENSE
RIGHTS
(LOSS) FOR
THE PERIOD 0 0 0 0 (1855) (1,855)
MAY 27,
1999
(INCEPTION)
THROUGH
DECEMBER
31, 2001
BALANCES
___________________________________________________________________________
DECEMBER
31, 1999 2500000 2,500 155 (2,000) (1,855) (1,200)
COMMON
STOCK
ISSUED MAY
15, 2000
FOR CASH 100000 100 11900 0 0 12,000
(DEFICIT)
FOR THE
YEAR ENDED
DECEMBER 31 0 0 0 0 (10,800) (10,800)
2000
BALANCES
___________________________________________________________________________
DECEMBER 31
2000 2600000 2,600 12,055 (2,000) (12,655) 0
(CARRIED FORWARD)
(BROUGHT FORWARD)
BALANCES
___________________________________________________________________________
DECEMBER 31
2000 2600000 2,600 12,055 (2,000) (12,655) 0
(DEFICIT)
FOR THE
YEAR ENDED 0 0 0 0 (7,500) (7,500)
DECEMBER 31,
2001
BALANCES
___________________________________________________________________________
DECEMBER 31,
2001 2600000 2600 12,055 (2,000) (20,155) (7,500)
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS
PARAGON POLARIS STRATEGIES.COM INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000
AND FOR THE PERIOD MAY 27, 1999 (INCEPTION)
THROUGH DECEMBER 31, 2001
INCEPTION TO
DECEMBER 31 DECEMBER 31 DECEMBER 31
2001 2000 2001
CASH FLOWS FROM (BY)
OPERATING ACTIVITIES:
NET INCOME (LOSS) $ (7,500) $ (10,800) $ (20,155)
INCREASE (DECREASE)
IN ACCOUNTS PAYABLE 7,500 (1,200) 7,500
NET CASH (USED) BY
OPERATING ACTIVITIES 0 (12,000) (12,655)
CASH FLOWS FROM I
NVESTING ACTIVITIES:
DEEMED DIVIDEND RE:
LICENSE RIGHTS 0 0 (2,000)
CASH FLOWS FROM (TO)
FINANCING ACTIVITIES:
ISSUANCE OF COMMON
STOCKS 0 12,000 14,655
INCREASE (DECREASE) IN CASH 0 0 0
CASH, BEGINNING OF PERIOD 0 0 0
CASH, END OF PERIOD $ 0 $ 0 $ 0
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
PARAGON POLARIS STRATEGIES.COM INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2001
NOTE I - ORGANIZATION AND HISTORY
Paragon Polaris Strategies.Com Inc. is a Nevada Corporation and the
Company has been in the development stage since its formation on May 27,
1999.
The Company's only activities have been organizational, directed at
raising its initial capital and developing its business plan.
On May 27, 1999, Paragon Polaris Strategies.Com Inc. issued 500,000
shares of common stock to its officers and directors as founders' shares
in return for the time, effort and expenses to organize and form the
corporation. On July 1, 1999 the Company issued 2,000,000 shares of
common stock to ten individuals in exchange for certain license rights.
On May 15, 2000 100,000 shares were issued for cash.
NOTE II - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
DEVELOPMENT STAGE ACTIVITIES
The Company has been in the development stage since inception.
ACCOUNTING METHOD
The Company records income and expenses on the accrual method.
REVENUE RECOGNITION POLICIES
Revenue will be recognized on a net commission basis. The Company has
no research and development expenses.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents includes cash on hand, cash on deposit, and
highly liquid investments with maturities generally of three months or
less. At December 31, 2001, there was $0 in cash equivalents.
YEAR END
The Company has elected to have a fiscal year ended December 31.
USE OF ESTIMATES
The preparation of financial statements in accordance with generally
accepted accounting principles requires management to make estimates and
assumptions that effect the reported amounts of assets and liabilities
at the date of financial statements, as well as revenues and expenses
reported for the periods presented. The Company regularly assesses
these estimates and, while actual results may differ management believes
that the estimates are reasonable.
NOTE III - RELATED PARTY TRANSACTIONS
The Company has entered into an agreement made effective July 1, 1999
with David R. Mortenson & Associates (Grantor) to receive the rights to
distribute the water treatment products developed by NW Technologies,
Inc. for the States of Arizona and Nevada. Minimum purchase requirements
were $125,000 the first year and $175,000 the second year.
On July 6, 1999 the Company filed a Form D pursuant to Section 3(b) of
the Securities Act and Rule 504 promulgated thereunder, with the
Securities and Exchange Commission registering the issuance of 200,000
shares of common stock to each of the ten general partners of David R.
Mortenson and Associates, a Texas general Partnership. The shares were
issued at a price of $0.001 per share being the par value per share for
a total of $2,000 in exchange for the water remediation license. The
water remediation license is recorded a cost of $NIL, being the original
cost of the license to David R. Mortenson and Associates. The
difference between the issue price of the shares and the cost of the
license is recorded as a deemed dividend.
The agreement with David R. Mortenson & Associates was entered into by
previous management.
In December, 1999 N.W. Technologies, Inc. unilaterally cancelled its
contract with David Mortenson & Associates. Early in the year 2000
David Mortenson & Associates laid suit against N.W. Technologies, Inc.
in Harris County Court, Texas.
In the opinion of management, the Company has no direct or indirect
interest in the Texas lawsuit
In a letter dated January 5, 2000 David Mortenson & Associates suspended
all present and future payments under the License Agreement until their
dispute with N.W. Technologies is resolved.
Due to the dispute regarding the water remediation license, David R.
Mortenson and Associates gave and additional license to the Company on
January 20, 2000. The license is to distribute vitamins, minerals,
herbs and other health products and supplements via the Internet. The
license calls for a 10% add-on for all products purchased and an annual
$500 website maintenance fee. The effective date of the License
Agreement was January 3, 2000. The license is for an initial three
years from the effective date and is automatically renewable unless
either party to the license agreement gives ninety days written notice
of non-renewal prior to expiration date. No amounts have been recorded
in these financial statements regarding the granting of the license.
Dorothy Mortenson is the wife of David R. Mortenson. She is an original
incorporator of the Company and served as Corporate Secretary until
January 17, 2000 when her shares were purchased by present management.
David R. Mortenson is a principal in both David Mortenson & Associates
and VitaMineralHerb.com. Neither Mr. nor Mrs. Mortenson own or have
owned any of the Company?s securities since November 24, 1999. Outside
of his association with VitaMineralHerb.com, Mr. Mortenson has no
connection with Paragon Polaris. As a result, management considers that
he is at arms length with the Company.
NOTE IV - SUBSEQUENT EVENTS
On September 14, 2001 the United States Securities and Exchange
Commission declared the Company's SB2 filing effective. Included in
that document was the registration of 2,000,000 shares of common stock
to be sold at a price of $0.20 per share. In January, 2002 250,000
shares were subscribed for, fully paid and issued. Management of the
registrant halted sales and closed the offering. This decision was made
due to general market conditions and the difficulty in attracting
subscribers prior to the NASD assigning a symbol and admitting the
Company's shares for quotation on the OTC Bulletin Board.
Item 8. Changes And Disagreements With Accountants On Accounting And
Financial Disclosures
There have been no changes or disagreements with the Company's
independent outside auditor.
PART III
ITEM 9. Directors, Executive Officers, Promoters And Control
Persons; Compliance With Section 16(A) Of The Exchange Act
The Directors and Executive Officers of the registrant are as follows:
Name Age Position
Robert Foo 51
President and Director
since January 2000
Samuel Lau 34 Secretary/Treasurer and
Director since January 2000
The directors named above will serve until the first annual meeting of
the stockholders of Paragon Polaris stockholders. Thereafter, directors
will be elected for one-year terms at the annual stockholders' meeting.
Officers will hold their positions at the pleasure of the board of
directors, absent any employment agreement, of which none currently
exists or is contemplated. There is no arrangement or understanding
between the directors and officers and any other person pursuant to which
any director or officer was to be selected as a Director or Officer.
The Directors of the Company hold office until the next annual meeting
of the shareholders and until their successors have been elected and
have qualified. There is no family relationship between and executive
officer and director of the Company.
Both of our directors have other business interests and as a result they
will spend only a portion of their time on an as-needed basis conducting
the affairs of the Company. Our president has indicated that as we
grow and the need for his services increase, he will increase his time
devoted to the affairs of Paragon Polaris accordingly.
Business Experience.
Robert Foo. Robert Foo, a native of Malaysia and a Canadian citizen, is
the President and a Director of Paragon Polaris. In 1975 he graduated
from Southern Alberta Institute of Technology with a degree in Business
Administration. From 1975 to 1977 Mr. Foo was in the management program
of the Denny's Restaurant chain. From 1977 through 1980 he was a sale
agent for The Metropolitan Life Insurance Company. From 1980 to 1986 he
was a sales representative of Seaboard Life Insurance. Mr. Foo served as
the promoter of Archer Communications, Inc. from 1986 to 1988 and
currently is President and Chief Executive Officer of Trans Asia
Resources, Inc., an oil and gas exploration company, currently engaged in
drilling in Texas in conjunction with NYSE listed Apache Petroleum, Inc.
Samuel Lau. Mr. Lau is the Secretary Treasurer and a Director of Paragon
Polaris.
Since July, 1998 he has served the corporate secretary and office manage
of Trans Asia Resources, Inc. an oil and gas exploration company. For
the two years preceding June, 1998, Mr. Lau was a supervisor at a large
Travel Agency, Happy Times Travel. From November, 1996 to May, 1998 he
was a travel consultant with Quality Travel. From 1991 through 1993 he
was a sales representative for Key Jewelry. Mr. Lau attended York
University, Toronto Ontario.
Section 16(A) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires the Company's executive
officers and directors, and persons who beneficially own more than ten
percent of the Company's equity securities, to file reports of ownership
and changes in ownership with the Securities and Exchange Commission.
Officers, directors and greater than ten percent shareholders are
required by SEC regulation to furnish the Company with copies of all
Section 16(a) forms they file. Based on its review of the copies of such
forms received by it, the Company believes that during the fiscal year
ended December 31, 2001 all such filing requirements applicable to its
officers and directors were complied with exception that reports were
filed late by the following persons:
Number Transactions Known Failures
Of late Not Timely To File a
Name and principal position Reports Reported Required Form
--------------------------- -------- ----------- ------
Robert Foo 0 0 0
(president and director)
Samuel Lau 0 0 0
(secretary, treasurer and director)
Item 10. Executive Compensation
During the year ended December 31, 2001, the officers of the Company
received no salary or benefits. At the present time none of the officers
or directors receives any salaried compensation for their services. The
Company has no formal policy or plan regarding payment of salaries, but
should it pay them, it would be in conformance with general business
considerations as to the payment of same, such as the desire to
compensate officers and employees for time spent on behalf of the
Company.
No retirement, pension, profit sharing, stock option or insurance
programs or similar programs have been adopted by the Registrant for the
benefit of its employees.
No executive officer or director of the Company holds any option to
purchase any of the Company's securities.
Item 11. Security Ownership Of Certain Beneficial Owners And
Management
The following table sets forth, as of December 31, 2001 the number of
shares of Common Stock owned of record and beneficially by executive
officers, directors and persons who hold 5.0% or more of the outstanding
Common Stock of Paragon Polaris. Also included are the shares held by
all executive officers and directors as a group.
Number of Percent of
Shares Owned
Name and Address
Beneficially Class Owned
Robert Foo 250,000 9.62
4138 Staulo Crescent
Vancouver, BC V8N 3S2
Samuel Lau 250,000 9.62
#211 - 1503 West 66th Avenue
Vancouver, BC V6P 2R8
Marie M. Charles 200,000 7.70
Po Box 4456
Pasadena, TX 77503
Roy Donovan Hinton Jr. 200,000 7.70
9200 Alemeda Genoa Road
Houston, TX 77075
Darren Quan 200,000 7.70
313 Oakhaven Drive
Pleasanton, TX 78064
George R. Quan 200,000 7.70
29 King Street
Belize City, Belize
Marsha Quan 200,000 7.70
313 Oakhaven Drive
Pleasanton, TX 78064
All directors and executive
Officers as a group (2 persons) 500,000 19.23 %
Item 12. Certain Relationships and Related Transactions
In July 1999 Paragon Polaris issued to ten individuals a total of
2,000,000 shares of common stock in consideration of acquiring the rights
to manufacture and market an oxygen-enhanced product for use in
aquaculture, fish and poultry farming and the bioremediation of waste
ponds and lagoons in the state of Pennsylvania. David R. Mortenson and
Associates acquired these rights from the inventors of the product, N.W.
Technologies Inc. under a distribution agreement.
In December, 1999 N.W. Technologies unilaterally canceled its contract
and distribution agreement with David R. Mortenson and Associates.
Mortenson and several of the concerns that have an interest in the
technology through distribution agreements with Mortenson, have filed
suit in Harris County court, Texas against N.W. Technologies Inc, its
officers and directors and several other individuals and concerns
involved with the cancellation and withdrawal.
Paragon Polaris is not withdrawing from its agreement with Mortenson for
the distribution and manufacture of the oxygen-enhanced products, nor
has it any intention of doing so at the present time. All obligations
under that agreement have been suspended until the lawsuit is resolved.
In order to avoid litigation with Paragon Polaris and to protect our
shareholders Mortenson granted a distribution license for an Internet
based vitamin and health supplement company. The company,
VitaMineralHerb.com, is located San Diego, California. There was no
charge for this distribution license for the states of Idaho and Oregon.
Item 13 Exhibits and Reports for Form 8-K
Exhibit
3.1 Articles of Incorporation*
3.2 Bylaws*
10.1 License Agreement*
10.2 Assignment of License Agreement*
10.3 License Agreement-Water*
10.4 Manufacturing Agreement between
Vitamineralherb.com and Alta*
* Incorporated by reference
There are no Exhibits or Reports on Form 8-K
SIGNATURES
In Accordance with Section 13 or 15(d) of the Securities Exchange Act,
the Registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
PARAGON POLARIS STRATEGIES.COM INC.
By: /S/ Robert Foo By: /s/ Samuel Lau
Robert Foo, Director and President Samuel Lau,
Director and Treasurer
June 7, 2002