1 United States Securities and Exchange Commission Washington, DC 20549 FORM 10Q SB/A [X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the quarterly period ended JUNE 30, 2002 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT Commission file Number 333 - 32634 PARAGON POLARIS STRATEGIES INC. Exact name of small business issuer as specified in its charter Nevada 76-0609444 (State or other jurisdiction of I.R.S. Employer Identification No. incorporation or organization) 3215 Mathers Avenue, West Vancouver, BC V7V 2K6 Canada (Address of principal executive office) (604) 913-8355 Issuer's telephone number NA (Former name, former address and former fiscal year, if changed since last report) APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS Check whether the registrant filed all documents and reports required To be filed by Section 12, 13 or 15 (d) of the Exchange Act after the distribution of Securities under a plan confirmed by a court. Yes ____ No ____ APPLICABLE ONLY TO CORPORATE ISSUERS State the number of shares outstanding of each of the Issuer's common equity as of the last practicable date: 1,350,000 shares Transitional Small Business Disclosure Format (check one) Yes ___ No X PART I FINANCIAL INFORMATION Item 1. Financial Statements. FINANCIAL STATEMENTS FOR THE THREE MONTH AND SIX MONTH PERIODS ENDING JUNE 30, 2002 (PREPARED BY MANAGEMENT) PARAGON POLARIS STRATEGIES INC. (A DEVELOPMENT STAGE ENTERPRISE) BALANCE SHEET AS AT JUNE 30, 2002 (PREPARED BY MANAGEMENT) ASSETS CURRENT ASSETS: CASH $24,279 OTHER ASSETS LICENSE RIGHTS 0 TOTAL ASSETS 24,339 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: 0 STOCKHOLDERS' EQUITY: COMMON STOCK, $0.001 PAR VALUE; 100,000,000 SHARES AUTHORIZED AND 2,850,000 SHARES ISSUED AND OUTSTANDING 2,850 ADDITIONAL PAID-IN CAPITAL 61,805 DEEMED DIVIDEND RE: LICENSE RIGHTS (2,000) (DEFICIT) ACCUMULATED DURING THE DEVELOPMENT STAGE (38,376) TOTAL STOCKHOLDERS' EQUITY (DEFICIT) 24,279 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 24,279 SEE ATTACHED NOTES PARAGON POLARIS STRATEGIES INC. (A DEVELOPMENT STAGE ENTERPRISE) PARAGON POLARIS STRATEGIES.COM INC. STATEMENT OF OPERATIONS FOR THE THREE MONTH AND SIX MONTH PERIODS ENDING JUNE 30, 2002 AND 2001 THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30 JUNE 30 2002 2001 2002 2001 REVENUES $ 0 $ 0 $ 0 $ 0 OPERATING EXPENSES OFFICE EXPENSES AND FILING FEES 60 1,200 60 1,200 LEGAL AND ACCOUNTING 18,161 6,300 18,161 6,300 TOTAL OPERATING EXPENSES 18,221 7,500 18,221 7,500 NET (LOSS) FOR THE PERIOD (18,221) (7,500) ( 18,221) (7,500) NET (LOSS) PER SHARE ( 0.01) ( 0.00) (0.01) ( 0.00) WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 2,850,000 2,600,000 2,850,000 2,600,000 SEE ATTACHED NOTES TO THESE STATEMENTS PARAGON POLARIS STRATEGIES.COM INC. STATEMENT OF CASH FLOWS FOR THE SIX MONTH PERIODS ENDING JUNE 30, 2002 AND 2001 SIX MONTHS ENDED JUNE 30 2002 2001 CASH FLOWS FROM (TO) OPERATING ACTIVITIES NET INCOME (LOSS) $ (18,221) $ (7,500) NET INCREASE (DECREASE) IN ACCOUNTS PAYABLE ( 7,500) 7,500 TOTAL CASH FLOWS FROM (T0) OPERATING ACTIVITIES ( 25,721) 0 CASH FLOWS FROM (TO) INVESTING ACTIVITIES 0 0 CASH FLOWS FROM (TO) FINANCING ACTIVITIES ISSUANCE OF COMMON STOCK 50,000 0 NET INCREASE (DECREASE) IN CASH 24,279 0 CASH BEGINNING OF PERIOD 0 0 CASH END OF PERIOD $ 24,279 $ 0 SEE ATTACHED NOTES NOTES TO FINANCIAL STATEMENTS (PREPARED BY MANAGEMENT) NOTE 1 - BASIS OF PRESENTATION The accompanying financial statements have been prepared in accordance with US Securities and Exchange Commission ("SEC") requirements for interim financial statements. Therefore, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The financial statements should be read in conjunction with the year ended December 31, 2001 financial statements of Paragon Polaris Strategies Inc. The results of operations for the interim period shown in this report are not necessarily indicative of the results to be expected for the full year. In the opinion of management, the information contained herein reflects all adjustments necessary to make the results of operations for the interim periods a fair statement of such operation. All such adjustments are of a normal recurring nature. NOTE 2 - 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. Item 2. Management's Discussion and Analysis or Plan of Operation. Paragon Polaris Strategies 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 the Company or VitaMineralHerb.com gives the other notice of its intent not to renew. As a licensee of VitaMineralHerb.com, Paragon Polaris Strategies 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. The Company plans to target health and fitness professionals in the Province of Alberta, Canada 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 that provides a 10% commission to VitaMineralHerb.com and a profit for Paragon Polaris Strategies Inc. (b) Management's Discussion and Analysis of Financial Condition and Results of Operations. Liquidity and Capital Resources Paragon Polaris Strategies Inc. remains in the development stage and, since inception, has experienced some small expenses for the preparation of financial statements and periodic reports as required by the Securities Exchange Act of 1934. In January 2002 the registrant issued 250,000 shares of common stock as part of self-underwritten financing contained in its effective SB2 filing. Shortly thereafter sale of stock was terminated. Consequently, our balance sheet for the period ending June 30, 2002 reflects current assets of $24,339 in the form of cash, and total assets of $ 24,339. During the three month period ending June 30, 2002, management reimbursed $7,500 to a related party, paid $6,840 in legal expenses $7,321 in accounting charges and a further $4,000 in electronic filing fees. The balance of $24,339 is being retained as working capital pending scaling-down of our business plan and management's attempts to raise further capital. PART II OTHER INFORMATION Item 1. Legal Proceedings None Item 2. Changes in Securities None Item 3. Defaults Upon Senior Securities Not Applicable Item 4. Submission of Matters to a Vote of Securities Holders None Item 6. Exhibits and Reports on Form 8K None SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. PARAGON POLARIS STRATEGIES INC. Dated August 7, 2002 /S/ Robert Foo Robert Foo, President and Director /S/ Samuel Lau Samuel Lau, Secretary Treasurer