REGISTRATION NO. ____-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form SB - 2
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
PARAGON POLARIS STRATAGIES.COM INC.INC.
(Exact name of registrant as specified in
its charter)
Nevada 0273 76-0609444
(State or other (Primary Standard (IRS Employer
jurisdiction of Classification Code Number) Identification No.)
incorporation or
organization)
404 Scott Point Drive, Salt Spring Island, BC
V8K 2R2 Canada
(250) 537-5732
(Address, including zip code, and telephone
number, including area code,
of registrants principal executive offices)
Agent for Service: With a Copy to:
Inge L.E. Kerster Arthur J. Frost
PARAGON POLARIS
STRATAGIES.COM INC. Arthur J. Frost Ltd.
404 Scott Point Drive 7549 West Heatherbrae Drive
Salt Spring Island, BC
V8K 2R2 Canada Phoenix, AZ 85033
(250) 537-5732
(623) 849-2050
(Name, address, including zip code, and
telephone number, including area code,
of agent for service)
Approximate date of commencement of
proposed sale to the public:
As soon as practicable after the
effective date of this Registration
Statement.
If any of the securities being registered
on this form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the
Securities Act, check the following box. [x]
If this Form is filed to register
additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check
the following box and list the Securities Act
registration statement number of the earlier
effective registration statement for the same
offering. [ ]
If this Form is a post-effective amendment
filed pursuant to Rule 462(c) under the
Securities Act, check the following box and
list the Securities Act registration statement
number of the earlier effective registration
statement for the same offering. [ ]
If this Form is a post-effective amendment
filed pursuant to Rule 462(d) under the
Securities Act, check the following box and
list the Securities Act registration statement
number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected
to be made pursuant to Rule 434, check the
following box. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Title of each Amount Proposed Proposed Amount of
CLass of to be Maximum Maximum Registration
securities to registered Offering Aggregate Fee
be price Offering price
registered per unit
<S> <C> <C> <C> <C>
Comman stock 3000000 .20 per 600000 168
shares shares
</TABLE>
No exchange or over-the-counter market
exists for PARAGON POLARIS STRATAGIES.COM
INC.common stock. The average price paid for
PARAGON POLARIS STRATAGIES.COM INC.common stock
was $.0004 per share. .
The registrant hereby amends this registration
statement on such date or dates as may be
necessary to delay its effective date until the
registrant shall file a further amendment which
specifically states that this registration
statement shall thereafter become effective in
accordance with section 8(a) of the Securities
Act of 1933 or until the registration statement
shall become effective on such date as the
Securities and Exchange Commission, acting
pursuant to such section 8(a), may determine.
WE WILL AMEND AND COMPLETE THE INFORMATION IN
THIS PROSPECTUS. ALTHOUGH WE ARE PERMITTED BY
US FEDERAL SECURITIES LAW TO OFFER THESE
SECURITIES USING THIS PROSPECTUS, WE MAY NOT
SELL THEM OR ACCEPT YOUR OFFER TO BUY THEM
UNTIL THE DOCUMENTATION FILED WITH THE SEC
RELATING TO THESE SECURITIES HAS BEEN DECLARED
EFFECTIVE BY THE SEC. THIS PROSPECTUS IS NOT AN
OFFER TO SELL THESE SECURITIES OR OUR
SOLICITATION OF YOUR OFFER TO BUY THESE
SECURITIES IN ANY JURISDICTION WHERE THAT WOULD
NOT BE PERMITTED OR LEGAL.
SUBJECT TO COMPLETION
Prospectus
March 10, 2000
PARAGON POLARIS STRATAGIES.COM INC.INC.
404 Scott Point drive, Salt Spring Island, BC
V8K 2R2 Canada
3,000,000 Shares of Common Stock
to be sold by the registrant as issuer and
current shareholders
This is the initial public offering of common
stock of PARAGON POLARIS STRATAGIES.COM
INC.INC. and no public market currently exists
for shares of PARAGON POLARIS STRATAGIES.COM
INC.INC. common stock. Only a portion of the
proceeds from the sale of stock in this
offering will be available to PARAGON POLARIS
STRATAGIES.COM INC.INC. This prospectus is
part of a registration statement that permits
selling shareholders to sell their shares on a
continuous or delayed basis in the future and
permits PARAGON POLARIS STRATAGIES.COM INC.INC.
to offer for sale up to two million shares of
its common stock on a "self-underwritten" best
efforts basis. The most recent sale of PARAGON
POLARIS STRATAGIES.COM INC. common stock in
October, 1999 at a price of $0.001 per share.
This is a self-underwritten offering, and
PARAGON POLARIS STRATAGIES.COM. INC.
stock is not listed on any national securities
exchange or the NASDQ Stock Market.
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK.
SEE RISK FACTORS BEGINNING ON PAGE 1.
Neither the SEC nor any state securities
commission has approved or disapproved of these
securities or passed upon the adequacy or
accuracy of this prospectus. Nor have they
made, nor will they make, any determination as
to whether anyone should buy these securities.
Any representation to the contrary is a
criminal offense.
PART I
SUMMARY INFORMATION AND RISK FACTORS.
Description of Business
PARAGON POLARIS STRATAGIES.COM INC. was
incorporated under the laws of the State of
Nevada on May 27, 1999, and is in the early
developmental and promotional stages. To date,
PARAGON POLARIS STRATAGIES.COM INC. only
activities have been organizational, directed
at acquiring its principal asset, raising its
initial capital and developing its business
plan. PARAGON POLARIS STRATAGIES.COM INC. has
not commenced commercial operations. PARAGON
POLARIS STRATAGIES.COM INC. has no full time
employees and owns no real estate.
On April 5, 1999 PARAGON POLARIS STRATAGIES.COM
INC. acquired from David R. Mortenson &
Associates of Alvin, Texas, the rights to
distribute and produce, in the states of Idaho
and Oregon, an oxygen enriched water product
for fish farming, aquaculture, mariculture, the
husbandry of poultry, and for remediating
animal waste from dairies, feedlots of all
kinds, and for other similar uses. Mortenson
acquired these rights from the inventors of the
product, N. W. Technologies, INC. under a
distribution agreement. Subsequently, the
underlying contract granting David R. Mortenson
& Associates rights to the technology came into
dispute.
While not in any way desiring to withdraw or
void the above-mentioned assignment, David R.
Mortenson & Associates has agreed to grant
additional rights to PARAGON POLARIS
STRATAGIES.COM. INC. These rights will enable
PARAGON POLARIS STRATAGIES.COM INC. to develop
and implement a business plan.
David R. Mortenson and Associates is the holder
of certain rights, obtained from
Vitamineralherb.com Corp. (Vita), to an
Internet system for the marketing of vitamins,
minerals nutritional supplements and other
health and fitness products. DRM has granted
PARAGON POLARIS STRATAGIES.COM INC. he
exclusive rights to market all Vita products to
various health and fitness practitioners for
the States of Idaho and Oregon.
Background
In recent years, the concept of a "virtual
store" has been realized with giants such as
Amazon.com and others. These virtual stores
allow the freedom to shop at home, remain
anonymous, enjoy complete privacy, and have
goods delivered to your home or business with a
minimum of effort and a maximum of convenience.
Many individuals and other concerns have the
desire to establish a virtual store but lack
the knowledge, training and significant funding
needed. Vitamineralherb.com Corp., through its
licensing and sub-licensing agreements has
established a virtual store that is designed to
be operated by those individuals and other
concerns, mentioned above. In addition to
marketing to its home territory of California,
will offer territories for their concept to
others in a turnkey package.
The business is designed to market high quality
low cost vitamins, herbs, and health
supplements to health and fitness professionals
for sale to their clients. PARAGON POLARIS
STRATAGIES.COM INC. has identified an average
of 6,000 target health and fitness
practitioners for each of the territories that
will be sold. It is the Vita's belief that the
number of target customers is probably four
times the number currently identified.
Each territory license holder will sell, or
hire salesmen to sell, the concept to the
health and fitness owners. When these fitness
professionals sign up, they are assigned a
number by PARAGON POLARIS STRATAGIES.COM INC.
Web site that identifies them by territory,
sales person, and their business names,
address, etc. All products are then ordered
directly from Vita's Website and paid for with
a credit card, E-check, or debit card. All
financial transactions are handled under
contract by ATS, an Internet clearing bank and
all products are shipped directly to the
practitioner by the various suppliers. The
practitioner may have his name, address and
telephone number added to the label for a
slight additional cost or private, custom
labeling, exclusive to the practitioner, is
available at a small additional charge. Vita's
software tracks all sales and at month end E-
mails a detailed report including sales
commissions, and by E-transfer forwards the
amounts due the license holder. Vita retains
10% of all sales for overhead, and charges the
owner a $500 fee annually for web-site
maintenance.
While a specific territory is granted, this is
not a franchise and the owner may sell other
goods or services.
Vita will constantly seek new products and
services and offer these to the territorial
licensees and their clients.
Vita believes that this offers an opportunity
to participate in the greatest marketing
revolution in recent history so individuals and
companies that heretofore could not
participate. By eliminating the need for the
owner of the business to develop products and
inventory them, and by eliminating the need to
develop a website, credit card processors and
fulfillment and delivery systems, the license
holder can focus on marketing.
Markets
Many family physicians are realizing the value
of "wellness" in their practice. They are
recognizing the value of preventative measures
and certain other treatments and techniques
long advocated by practitioners of
"alternative" medicine. In addition,
naturopaths, chiropractors, massage therapists,
acupuncturists, health /aerobic centers are
potential customers as well as private
individuals who may want a full or part time
means of generating income.
Risk Factors
Risk factors affecting operating results
The future success of PARAGON POLARIS
STRATAGIES.COM INC. depends on a number of
factors, many of which are beyond its control.
These factors include the costs associated with
new customer acquisition and retention, capital
expenditures and other costs relating to
expansion of operations, the timing of new
product and service announcements. Changes in
the pricing policies of PARAGON POLARIS
STRATAGIES.COM INC. and those of its
competitors; market acceptance of new and
enhanced versions of marketing policies; market
acceptance of new and enhanced versions of
PARAGON POLARIS STRATAGIES.COM INC. products
and services; changes in operating expenses;
changes in strategy; personnel changes; the
introduction of alternative technologies; the
effect of potential acquisitions; increased
competition in current and prospective markets
and other general economic factors.
Operating results of PARAGON POLARIS
STRATAGIES.COM, cash flows and liquidity may
fluctuate significantly in the future.
Revenues depend on its ability to attract and
retain customers. PARAGON POLARIS
STRATAGIES.COM INC. expense levels will be
based, in part, on its expectations as to
future revenues. Furthermore, PARAGON POLARIS
STRATAGIES.COM INC. operations could often
require expense expenditures in advance. The
result could be trailing revenues. To the
extent that revenues are below expectations,
PARAGON POLARIS STRATAGIES.COM INC. may be
unable or unwilling to reduce expenses
proportionately, and operating results, cash
flow and liquidity are likely to be adversely
affected. To remain competitive from a pricing
standpoint, PARAGON POLARIS STRATAGIES.COM INC.
may not be able to increase prices to match
increasing expenses and therefore, could
experience deteriorating markup margins or
experience losses.
Technology trends
The health supplement and herbal market is
continually changing and new products must be
offered regularly to keep customer interest.
Various suppliers and the media are constantly
searching for a now product that will give them
at least a temporary market advantage. The
vitamin/herbal supplement market relies on
certain standard supplement products, but can
be fickle as to type of capsule, dosage, and
overall usage of even these standard products.
Credibility as to pricing is also a factor. In
some cases too low a price is almost as
negative as too high a price. A balance must be
struck in order to maintain volume and markup
margin.
Opposition by mainstream medicine and negative
media reports
Additionally, there is the constant pressure of
mainstream medicine, represented by agencies
such as the American Medical Association,
American Cancer Association, and various
interests in the insurance industry. These
organizations have excellent access to the
media and could result in negative publicity
about the effectiveness of health supplements.
These organizations could see dollars spent on
alternative health products and services as
contrary to their interests. On the other hand,
the media is constantly seeking attention-
getting stories to draw readership/viewers.
The medical organizations constantly lobby
Government at all levels for greater control
and stricter regulations of the manufacture and
distribution of health supplements. Should
they be successful in the imposition of new,
stricter rules, particularly in methods of
distribution (i.e. all vitamins and other
supplements must be purchased through licensed
pharmacies) the results could be catastrophic
for PARAGON POLARIS STRATAGIES.COM.
PARAGON POLARIS STRATAGIES.COM INC. may not
have the ability to react to technology changes
in a timely manner
The market for Internet access and E-commerce
is characterized by rapidly changing
technology, evolving industry standards,
changes in customer needs and frequent new
service introductions. The future success of
PARAGON POLARIS STRATAGIES.COM INC. will
depend, in part, on its ability to use leading
technologies effectively; to continue to
develop its technical expertise and that of its
out-source contractor; to enhance its existing
services and develop new services to meet
changing customer needs on a timely and cost-
effective basis.
There can be no assurance that PARAGON POLARIS
STRATAGIES.COM INC. will be successful in using
new technologies effectively, developing new
services or enhancing existing services on a
timely basis or that such new technologies or
enhancements will achieve market acceptance.
Although PARAGON POLARIS STRATAGIES.COM INC.
intends to support emerging standards in the
market for Internet services, there can be no
assurance that industry standards will be
established. If such standards become
established, there is no assurance that PARAGON
POLARIS STRATAGIES.COM INC. will be able to
conform to these new standards in a timely
fashion and maintain a competitive position in
the market. In addition, there can be no
assurance that services or technologies
developed by others will not render PARAGON
POLARIS STRATAGIES.COM INC. services or
technologies noncompetitive or obsolete.
Dependence on Telecommunications Carriers &
Other Suppliers
PARAGON POLARIS STRATAGIES.COM INC. will rely
on local telephone companies and other
companies to provide data communications
capacity through their facilities. PARAGON
POLARIS STRATAGIES.COM INC. may experience
technical disruptions or capacity constraints
in these services and may not have the means to
remedy these problems on a timely basis or at
all. These occurrences could result in an
interruption of the business of PARAGON POLARIS
STRATAGIES.COM INC. and adversely effect its
profit, if any.
In addition, the inability or unwillingness of
any third-party to provide POP (Point of
Presence) access to PARAGON POLARIS
STRATAGIES.COM INC. members or PARAGON POLARIS
STRATAGIES.COM INC. inability to secure
alternative POP arrangements upon partial or
complete termination of a third-party network
provider agreement or other loss of access to
such POPs could significantly limit PARAGON
POLARIS STRATAGIES.COM INC. ability to provide
Internet access to its members and could limit
PARAGON POLARIS STRATAGIES.COM INC. ability to
expand to new markets, which could, in turn,
have a material adverse effect on PARAGON
POLARIS STRATAGIES.COM INC. business, financial
condition and results of operations.
There can be no assurance that, if access to
one or more Virtual POPs is lost, any
alternative arrangements will be available, or,
if available, that such arrangements will be on
terms acceptable to PARAGON POLARIS
STRATAGIES.COM.
While third-party providers are contractually
obligated to provide commercially reliable
service to PARAGON POLARIS STRATAGIES.COM INC.
members with a significant assurance of
accessibility to the Internet, there can be no
assurance that such services or Internet access
will meet the requirements of PARAGON POLARIS
STRATAGIES.COM, which could materially
adversely affect volume of business, results
from operations and financial condition.
PARAGON POLARIS STRATAGIES.COM INC. operations
and services will be dependent on the extent to
which its equipment or that of its third-party
providers (over which it has no direct control)
is protected against damage from fire,
earthquakes, power loss, system failures or
similar events. In addition, failure of
telecommunications providers to provide the
required data transmission capacity for any
reason could cause interruptions in the
services provided by PARAGON POLARIS
STRATAGIES.COM.
Growth strategy and potential acquisitions
There can be no assurance that PARAGON POLARIS
STRATAGIES.COM INC. will be successful in
implementing its growth strategy, and any
failure could have a materially adverse effect
on PARAGON POLARIS STRATAGIES.COM INC.
business, financial condition and results of
operations.
One component of its growth strategy; the
possible strategic acquisition of similar
businesses, involves certain risks, including,
among others, the difficulty in assimilating
operations and personnel; the potential
disruption of ongoing business at the time of
acquisition; the possible inability of
management to maximize the financial and
strategic position of PARAGON POLARIS
STRATAGIES.COM INC. after acquisition; the
risks entering markets in which PARAGON POLARIS
STRATAGIES.COM INC. has little or no direct
prior experience and potential impairment of
relationships with employees and customers as a
result of changes in management.
In addition, any such transaction could
materially adversely affect PARAGON POLARIS
STRATAGIES.COM INC. operating results due to
dilution due to issuance of equity securities,
the incurring of additional debt and the
amortization of expenses related to goodwill
and other intangible assets, if any.
Competition
The market for Internet access to individuals
is extremely competitive and highly fragmented.
There are no substantial barriers to entry, and
PARAGON POLARIS STRATAGIES.COM INC. expects
that competition will continue to intensify.
PARAGON POLARIS STRATAGIES.COM INC. believes
that the primary competitive factors
determining the success in this market are a
reputation for reliability and service,
effective customer support, pricing, creative
marketing, easy-to-use software and geographic
coverage.
Other important factors include the timing of
introductions of new products, industry and
general economic trends. There can be no
assurance that PARAGON POLARIS STRATAGIES.COM
INC. will be able to compete successfully
against current or future competitors or that
competitive pressures faced by PARAGON POLARIS
STRATAGIES.COM INC. will not materially
adversely affect its business, financial
condition and results of operations.
Competitors could include many larger companies
that may have substantially greater market
presence and financial, technical, marketing
and other resources than PARAGON POLARIS
STRATAGIES.COM.
Dependence on and ability to attract key
personnel
PARAGON POLARIS STRATAGIES.COM INC. success
depends, in part, upon the efforts of its
founders and current officers and directors.
Senior management and technical, marketing and
sales personnel could be needed in the
reasonable near future. The success of PARAGON
POLARIS STRATAGIES.COM INC. also depends on its
ability to attract and retain this highly
qualified management, technical, marketing and
sales personnel. The inability to attract
qualified personnel could materially adversely
affect PARAGON POLARIS STRATAGIES.COM INC.
business, financial condition and results of
operations.
Security Risks
PARAGON POLARIS STRATAGIES.COM INC. network
infrastructure may be vulnerable to computer
viruses, hacking or similar disruptive problems
caused by customers, connected Internet sites,
the interconnecting networks and the various
telephone networks. Computer viruses or
problems caused by third parties could lead to
interruptions, delays or cessation in service
to PARAGON POLARIS STRATAGIES.COM INC. members
and customers.
Although PARAGON POLARIS STRATAGIES.COM INC.
will implement and maintain security measures
to prevent any of the problems mentioned above,
such measures have been circumvented in the
past. There can be no assurance that measures
implemented by PARAGON POLARIS STRATAGIES.COM
INC. will not be circumvented in the future.
Management currently on an as-needed basis
The rapid execution necessary for PARAGON
POLARIS STRATAGIES.COM INC. to fully exploit
the market for its services requires an
effective planning and management process.
PARAGON POLARIS STRATAGIES.COM INC. growth may
place a significant strain on PARAGON POLARIS
STRATAGIES.COM INC. managerial, operational and
financial resources.
The present officers and directors of PARAGON
POLARIS STRATAGIES.COM INC. are currently
acting on an "as needed" basis. One or more
may become involved full-time as the business
plan of PARAGON POLARIS STRATAGIES.COM INC. is
implemented. PARAGON POLARIS STRATAGIES.COM
INC. has no employment contracts with any
officer or director. All have other business
interests and occupations and there can be no
assurance that one or all would be available on
a full-time basis. Non-availability of these
key people could have a delaying effect on the
implementation of the PARAGON POLARIS
STRATAGIES.COM INC. business plan, a drain on
financial resources and an adverse effect on
price of the common stock.
In order to effectively manage its operations,
PARAGON POLARIS STRATAGIES.COM INC. will be
required to continue to implement and improve
its operational, financial, and management
information systems and to identify, attract,
train, integrate and retain qualified
personnel. These demands will probably require
the addition of new management personnel and
the development of additional expertise by
existing management.
New and Uncertain Market
The market for Internet accessible vitamin,
health, and nutritional products and related
services and products is in an early stage
growth. The success of PARAGON POLARIS
STRATAGIES.COM INC. will depend upon the
continuing development and expansion of the
Internet and the market for Internet goods and
services. If demand for Internet goods and
services fails to continue to grow, or grows
more slowly than anticipated or becomes
saturated with competitors, the volume of
business, operating results and financial
condition of PARAGON POLARIS STRATAGIES.COM
INC. may be materially adversely affected.
Conversely, to the extent that the Internet
continues to experience significant growth in
number of users and level of use, there can be
no assurance that the Internet infrastructure
will be able to support the demands placed on
it by such growth.
Potential Liability
PARAGON POLARIS STRATAGIES.COM INC. has limited
or no control over its customers' use of health
and vitamin supplements after the sale. In
addition, PARAGON POLARIS STRATAGIES.COM INC.
has little control over the online practices
and the information passed through or stored on
its systems by its customers or members. The
law relating to the liability of Internet
access providers and online services companies
for incorrect use of the Internet and
information carried on or disseminated through
their networks is unsettled. Although PARAGON
POLARIS STRATAGIES.COM INC. does not plan to
actively monitor the content of its customers'
Internet transmissions, there can be no
assurance that PARAGON POLARIS STRATAGIES.COM
INC. would not be considered to have knowledge
of such content. Nor can there be any
assurance if PARAGON POLARIS STRATAGIES.COM
INC. were to be prosecuted that any defenses to
liability would be applicable.
Government Regulations
Internet-related regulatory policies are
continuing to develop, and it is possible that
PARAGON POLARIS STRATAGIES.COM INC. could be
exposed to regulation in the future. Due to
the increasing popularity and use of the
Internet, it is possible that additional
federal, state or other laws and regulations
may be adopted. These could cover issues such
as content, privacy, encryption standards,
consumer protection, electronic commerce,
taxation, copyright infringement and other
intellectual property issues.
Need for Additional Capital
PARAGON POLARIS STRATAGIES.COM INC. has
insufficient capital to fully implement its
business plan; to respond to unanticipated
technological developments or competitive
pressures or to take advantage of unanticipated
opportunities, such as special marketing
programs, the development of new services or
larger than anticipated acquisitions of
complimentary businesses. The success of the
establishing the business, creation of sales
and follow-up service depends
upon an injection of new capital through this
offering of the securities of PARAGON POLARIS
STRATAGIES.COM. INC. No other source of
capital has been approached and if this
offering is not at least partially successful,
there can be no assurance that other sources
are available or, if available, capital can be
obtained on terms and conditions that are
acceptable to PARAGON POLARIS STRATAGIES.COM.
INC. Further, any such financing may be upon
terms that result in dilution of the shares
currently held by PARAGON POLARIS
STRATAGIES.COM INC. shareholders.
Risks Related to the Securities Market
PARAGON POLARIS STRATAGIES.COM INC. common
stock has no prior market, and prices may
decline after the effectiveness of this
prospectus and subsequent resale of shares by
selling shareholders.
There is no public market for the common stock
of PARAGON POLARIS STRATAGIES.COM INC. and no
assurance can be given that a market will
develop or that any shareholder will be able to
liquidate his investment without considerable
delay, if at all. The trading market price of
the common stock may decline below the price at
which it was sold by PARAGON POLARIS
STRATAGIES.COM INC. and selling stockholder(s).
If a market should develop, the price may be
highly volatile. In addition, an active public
market for the common stock of PARAGON POLARIS
STRATAGIES.COM INC. may not develop or be
sustained. If PARAGON POLARIS STRATAGIES.COM
INC. and selling stockholders sell substantial
amounts of common stock through this offering
or in a public market (should one develop),
the market price of its common stock could
fall. Factors such as those discussed in this
Risk Factors section may have a significant
impact on the market price of the securities of
PARAGON POLARIS STRATAGIES.COM.
Owing to the low price of the securities many
brokerage firms may not be willing to effect
transactions in the securities. Even if a
purchaser finds a broker willing to effect a
transaction in the common stock of PARAGON
POLARIS STRATAGIES.COM INC., the combination of
brokerage commissions, state transfer taxes, if
any, and other selling costs may exceed the
selling price. Further, many lending
institutions will not permit the use of such
securities as collateral for loans. Thus, a
purchaser may be unable to sell or otherwise
realize the value invested in PARAGON POLARIS
STRATAGIES.COM INC. stock.
The securities of PARAGON POLARIS
STRATAGIES.COM, when available for trading, will
be subject to the Securities and Exchange
Commission rule that imposes special sales
practice requirements upon broker-dealers that
sell such securities to other than established
customers or accredited investors. For purposes
of the rule, the phrase "accredited investors"
means, in general terms, institutions with
assets exceeding $5,000,000 or individuals
having a net worth in excess of $1,000,000 or
having an annual income that exceeds $200,000
(or that, combined with a spouses income,
exceeds $300,000). For transactions covered by
the rule, the broker-dealer must make a special
suitability determination for the purchaser and
receive the purchasers written agreement to the
transaction prior to the sale. Consequently,
the rule may affect the ability of purchasers of
PARAGON POLARIS STRATAGIES.COM INC. securities
to buy or sell in any market that may develop.
Investors may face significant restrictions on
the resale of PARAGON POLARIS STRATAGIES.COM
INC. stock due to state and federal laws and
regulations
Because the securities of PARAGON POLARIS
STRATAGIES.COM INC. have not been registered
for resale under the blue sky laws of any
state, the holders of such shares and those
persons desiring to purchase them in any
trading market that may develop in the future
should be aware that there may be significant
state blue sky law restrictions on the ability
of investors to sell and on purchasers to buy
its securities. Accordingly, investors should
consider the secondary market for PARAGON
POLARIS STRATAGIES.COM INC. securities to be a
limited one. Investors may be unable to resell
their stock without the significant expense of
state registration or qualification.
In addition, the Securities and Exchange
Commission has adopted a number of rules to
regulate penny stocks. Such rules include
Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-
5, 15g-6 and 15g-7 under the Securities and
Exchange Act of 1934. Because its securities
may constitute penny stock within the meaning
of the rules, the rules would apply to PARAGON
POLARIS STRATAGIES.COM INC. and its securities.
The rules may further affect the ability of
owners of PARAGON POLARIS STRATAGIES.COM INC.
shares to sell their securities in any market
that may develop for them.
Shareholders should be aware that, according to
the Securities and Exchange Commission Release
No. 34-29093, the market for penny stocks has
suffered in recent years from patterns of fraud
and abuse. Such patterns include (i) control
of the market for the security by one or a few
broker-dealers that are often related to the
promoter or issuer; (ii) manipulation of prices
through prearranged matching of purchases and
sales and false and misleading press releases;
(iii) boiler room practices involving high
pressure sales tactics and unrealistic price
projections by inexperienced sales persons;
(iv) excessive and undisclosed bid-ask
differentials and markups by selling broker-
dealers; and (v) the wholesale dumping of the
same securities by promoters and broker-dealers
after prices have been manipulated to a desired
level, along with the inevitable collapse of
those prices with consequent investor losses.
Management of PARAGON POLARIS STRATAGIES.COM
INC. believes it has described above all
material risks known to it at this time.
USE OF PROCEEDS
Legal Fees
$30,000.00
Accounting
10,000.00
Electronic filing and printing
5,000.00
Start up costs (office equipment, telephone
System, computers and software
60,000.00
Working Capital
95,000.00*
Total 200,000.00
* Assumes offering is fully subscribed to.
Working capital figure will adjusted downward
in the event all or any part of the offering is
sold through a Broker/Dealer or total offering
is not subscribed to.
DETERMINATION OF OFFERING PRICE
The offering price of this issue was set
in a purely arbitrary manner. PARAGON POLARIS
STRATAGIES.COM INC. determined the amount of
money needed to fully implement its plan of
business; added a contingency amount; allowed
for printing, legal and accounting costs and
possible commissions if a Broker/Dealer should
become involved with the sale to the public of
this issue. Management also took into account
the resultant number of shares in the "float",
i.e. the number of shares available to be
traded. The final consideration was the
perceived market capitalization (the
theoretical total worth of the shares of
PARAGON POLARIS STRATAGIES.COM INC. if they
were all sold at a specific price at the same
time).
A portion of this offering is solely for
the purpose of allowing some shareholders of
PARAGON POLARIS STRATAGIES.COM INC. to sell
their stock. The selling shareholders may sell
their shares when the registration statement
becomes effective, or they may elect to sell
some or all of their shares at a later date.
In every case, selling shareholders are likely
to show a large gain should they sell their
shares at a price at or near the offering
price. Should they decide to sell their shares
unintentionally at the same time, the result
could well be an over - supply of stock on the
market resulting in a decrease in the share
price.
DILUTION
PARAGON POLARIS STRATAGIES.COM, prior to
this offering has 5,000,000 shares of stock
issued and outstanding. 510,000 shares of this
amount are being qualified for sale as part of
this registration statement. If the total
offering is subscribed to the total net assets
of PARAGON POLARIS STRATAGIES.COM INC. would be
a maximum of $202,000 (without commission or
expenses being deducted). This amount divided
by 6,000,000 shares establishes the maximum
book value of $ 0.0337 per share, a figure
considerably lower than the price paid by
subscribers to this offering. Prospective
investors should pay careful consideration the
above facts.
A portion of this offering is for sales
of stock by existing PARAGON POLARIS
STRATAGIES.COM INC. shareholders on a
continuous or delayed basis in the future.
Sales of common stock by shareholders will not
result in any substantial change to the net
tangible book value per share before and after
the distribution of shares by the selling
shareholders. There will be no change in net
tangible book value per share attributable to
cash payments made by purchasers of the shares
being offered.
Prospective investors should be aware,
however, that the price of the shares of
PARAGON POLARIS STRATAGIES.COM INC. might not
bear any direct relationship to net tangible
book value per share. The price received by
selling stockholders and paid by purchasing
investors will be determined by supply and
demand. If the demand for the common stock of
exceeds the available supply, the price will
tend to go up. Conversely, if the supply
exceeds the demand, the price will tend to go
down. In both of the above cases the change
in price may have no relation to the book value
of PARAGON POLARIS STRATAGIES.COM INC. or its
profitability or lack thereof.
SELLING SECURITY HOLDERS
The following are the shareholders for
whose accounts the shares are being offered;
the amount of securities owned by such
shareholder prior to this offering; the amount
to be offered for such shareholders account;
and the amount to be owned by such shareholder
following completion of the offering:
No. Percent
Position Number Number of After
Name with of of Shares Sale
Company Shares Shares
Owned Offered After
Sale
Brian J. None 200,000 200,000 -0- -0-
OShaughnessy
Marie M. None 200,000 200,000 -0- -0-
Charles
Roy Donovan None 200,000 200,000 -0- -0-
Hinton Jr
Jerald L. None 200,000 200,000 -0- -0-
Woods
David R. None 200,000 200,000 -0- -0-
Mortenson
Darren Quan None 200,000 200,000 -0- -0-
Georrge R. None 200,000 200,000 -0- -0-
Quan
Marsha Quan None 200,000 200,000 -0- -0-
Greg Schalje None 200,000 200,000 -0-- -0-
Andrew Burney None 200,000 200,000 -0- -0-
PLAN OF DISTRIBUTION
This is a self - underwritten offering. This
prospectus is part of a registration statement
that permits the Officers and Directors of
PARAGON POLARIS STRATAGIES.COM INC. to sell
directly to the public, with no commission or
other remuneration payable. At the discretion
of the Board of Directors of PARAGON POLARIS
STRATAGIES.COM INC. an underwriting contract
may be entered into with one or more
Broker/Dealers on a "best efforts" or firm
basis. In this case, commissions and expenses
within the guidelines of the NASD would be
negotiated.
This prospectus is also part of a registration
statement that enables selling shareholders to
sell their shares on a continuous or delayed
basis in the future. Selling shareholders may
sell their shares to the public when the
registration statement becomes effective, or
they may elect to sell some or all of their
shares at a later date. PARAGON POLARIS
STRATAGIES.COM INC. has not committed to keep
the registration statement effective for any
set period of time.
While the registration statement is effective,
selling shareholders may sell their shares
directly to the public, without the aid of a
broker or dealer, or they may sell their shares
through a broker or dealer if the stock of
PARAGON POLARIS STRATAGIES.COM INC. is
authorized for inclusion on the OTC bulletin
board or any other exchange or quotation
service.. Any commission, fee or other
compensation of a broker or dealer would depend
on the brokers or dealers involved in the
transaction.
No public market currently exists for shares of
PARAGON POLARIS STRATAGIES.COM INC. common
stock. PARAGON POLARIS STRATAGIES.COM INC.
intends to apply to have its shares traded on
the NASD OTC Bulletin Board.
LEGAL PROCEEDINGS.
To the best of the knowledge of PARAGON POLARIS
STRATAGIES.COM, no legal proceedings have been
or are currently being undertaken for or
against PARAGON POLARIS STRATAGIES.COM INC. nor
is any contemplated
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
AND CONTROL PERSONS.
The directors and executive officers currently
serving PARAGON POLARIS STRATAGIES.COM INC. are
as follows:
Name Age Positions Held and Tenure
Robert Foo 49 President and
Director since
December, 1999
Samuel Lau 32 Secretary/Treasurer and
Director
since
December, 1999
The directors named above will serve until the
first annual meeting of
the stockholders of
PARAGON POLARIS
STRATAGIES.COM INC. 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 of PARAGON
POLARIS STRATAGIES.COM
INC. and any other
person
pursuant to which any director or officer was
to be selected as a
Director or Officer.
Biographical information
Robert Foo. Robert Foo, a native of Malaysia
and a Canadian Citizen,
is the President and a
Director of PARAGON
POLARIS STRATAGIES.COM INC. 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 Dennys
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
STRATAGIES.COM INC.
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
preceeding June, 1998,
Mr. Lau was a
supervisor at a large
Travel Agency,
Happy Times Travel. From September, 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.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of the date of this Registration
Statement, 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 STRATAGIES.COM. Also included are the
shares held by all executive officers and
directors as a group.
Name and Address Number of Percent of
Shares Owned
Beneficially Class Owned
Robert Foo 250000 10
4138 Staulo Cresent
Vancouver , BC V6N 3S2
Samuel Lau 250000 10
#211 - 1503 66th Avenue
Vancouver, BC V6P 2R4
All dierectors and
executive Officers
as a group(4 persons) 500000 20
The persons listed are the sole officers and directors of PARAGON
POLARIS STRATAGIES.COM.
The directors and officers of PARAGON POLARIS STRATAGIES.COM INC. will
devote their time to PARAGON POLARIS
STRATAGIES.COM's affairs on an as needed"
basis. As a result, the actual amount of time,
which they will devote to PARAGON POLARIS
STRATAGIES.COM's affairs, is unknown and is
likely to vary substantially from month to
month.
Conflicts of Interest
The officers and directors of PARAGON POLARIS STRATAGIES.COM INC. will
not devote more than a portion of their time to
the affairs of PARAGON POLARIS STRATAGIES.COM.
There will be occasions when the time
requirements of PARAGON POLARIS
STRATAGIES.COM's business conflict with the
demands of their other business and investment
activities. Such conflicts may require that
PARAGON POLARIS STRATAGIES.COM INC. attempt to
employ additional personnel. There is no
assurance that the services of such persons
will be available or that they can be obtained
upon terms favorable to PARAGON POLARIS
STRATAGIES.COM.
There is
no procedure in place, which would allow any of
the Cramers to resolve potential conflicts in
an arms-length fashion. Accordingly, he will
be required to use his discretion to resolve
them in a manner, which they consider
appropriate.
DESCRIPTION OF SECURITIES
Common Stock
The
Articles of Incorporation of PARAGON POLARIS
STRATAGIES.COM INC. authorize the issuance of
25,000,000 shares of Common Stock. Each record
holder of Common Stock is entitled to 1 vote
for each share held on all matters properly
submitted to the stockholders for their vote.
The Articles of Incorporation do not permit
cumulative voting for the election of
directors.
Holders
of outstanding shares of Common Stock are
entitled to such dividends as may be declared
from time to time by the Board of Directors out
of legally available funds and, in the event of
liquidation, dissolution or winding up of the
affairs of the PARAGON POLARIS STRATAGIES.COM,
holders are entitled to receive, ratably, the
net assets available to stockholders after
distribution is made to the preferred
shareholders, if any, who are given preferred
rights upon liquidation. Holders of
outstanding shares of Common Stock have no
preemptive, conversion or redemptive rights.
All of the issued and outstanding shares of
Common Stock are, and all unissued shares when
offered and sold, will be duly authorized,
validly issued, fully paid, and non assessable.
To the extent that additional shares of PARAGON
POLARIS STRATAGIES.COM 's Common Stock are
issued, the relative interests of then existing
stockholders may be diluted.
Transfer Agent
PARAGON POLARIS STRATAGIES.COM INC. is currently serving as its own
transfer agent, and plans to continue to serve
in that capacity until such time as management
believes it is necessary or appropriate to
employ an independent transfer agent in order
to facilitate the creation of a public trading
market for its securities. Should PARAGON
POLARIS STRATAGIES.COM INC. securities be
quoted on any exchange or OTC quotation system
or application is made to have the securities
quoted, an independent transfer agent will be
appointed.
Indemnification of Officers and Directors
As permitted by Nevada law, PARAGON POLARIS STRATAGIES.COM's Articles of
Incorporation provide that PARAGON POLARIS
STRATAGIES.COM INC. will indemnify its
directors and officers against expenses and
liabilities they incur to defend, settle, or
satisfy any civil or criminal action brought
against them on account of their being or
having been Company directors or officers,
unless, in any such action, they are adjudged
to have acted with gross negligence or willful
misconduct.
Exclusion of Liabilities
Pursuant to the laws of the State of Nevada, PARAGON POLARIS
STRATAGIES.COM's Articles of Incorporation
exclude personal liability for its directors
for monetary damages based upon any violation
of their fiduciary duties as directors, except
as to liability for any breach of the duty of
loyalty, acts or omissions not in good faith or
which involve intentional misconduct or a
knowing violation of law, acts in violation of
Section 7-106-401 of the Colorado Business
Corporation Act, or any transaction from which
a director receives an improper personal
benefit. This exclusion of liability does not
limit any right, which a director may have to
be indemnified, and does not affect any
director's liability under federal or
applicable
state securities laws.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES
ACT LIABILITIES
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,
officers or persons controlling PARAGON POLARIS
STRATAGIES.COM INC. pursuant to provisions of
the State of Nevada, PARAGON POLARIS
STRATAGIES.COM INC. has been informed that, in
the opinion of the Securities and Exchange
Commission, such indemnification is against
public policy as expressed in that Act and is,
therefore, unenforceable.
ORGANIZATION WITHIN THE LAST FIVE YEARS
PARAGON POLARIS STRATAGIES.COM INC. was incorporated in the State of
Nevada on May 27, 1999 and is in the early
stages of development. From inception the only
activities of PARAGON POLARIS STRATAGIES.COM
INC. have been the development of its business
plan and the preparation for this Registration
Statement. It has no revenues nor does it have
any expectation of revenues until the completion
of this offering and the commencement of
business.
DESCRIPTION OF BUSINESS
PARAGON POLARIS STRATAGIES.COM INC. was incorporated under the laws of
the State of Nevada on May 27, 1999, and is in
the early developmental and promotional stages.
To date, PARAGON POLARIS STRATAGIES.COM
INC.only activities have been organizational,
directed at acquiring its principal asset,
raising its initial capital and developing its
business plan. PARAGON POLARIS STRATAGIES.COM
INC. has not commenced commercial operations.
PARAGON POLARIS STRATAGIES.COM INC. has no full
time employees and owns no real estate.
On April 5, 1999 PARAGON POLARIS STRATAGIES.COM INC. acquired from David
R. Mortenson & Associates of Alvin, Texas, the
rights to distribute and produce, in the states
of Idaho and Oregon, an oxygen enriched water
product for fish farming, aquaculture,
mariculture, the husbandry of poultry, and for
remediating animal waste from dairies, feedlots
of all kinds, and for other similar uses.
Mortenson acquired these rights from the
inventors of the product, N. W. Technologies,
INC. under a distribution agreement.
Subsequently, the underlying contract granting
David R. Mortenson & Associates rights to the
technology came into dispute.
While not in any way desiring to withdraw or void the above-mentioned
assignment, David R. Mortenson & Associates has
agreed to grant additional rights to PARAGON
POLARIS STRATAGIES.COM. These rights will
enable PARAGON POLARIS STRATAGIES.COM INC. to
develop and implement a business plan.
DRM is the holder of certain rights, obtained from Vitamineralherb.com
Corp. (Vita), to an internet system for the
marketing of vitamins, minerals nutritional
supplements and other health and fitness
products. DRM has granted PARAGON POLARIS
STRATAGIES.COM INC. the exclusive rights to
market all Vita products to various health and
fitness practitioners for the Province of
Alberta, Canada.
Background
In recent years, the concept of a "virtual store" has been realized with
giants such as Amazon.com and others. These
virtual stores allow the freedom to shop at
home, remain anonymous, enjoy complete privacy,
and have goods delivered to your home or
business with a minimum of effort and a maximum
of convenience. Many individuals and other
concerns have the desire to establish a virtual
store but lack the knowledge, training and
significant funding needed.
Vitamineralherb.com Corp., through its
licensing and sub-licensing agreements has
established a virtual store that is designed to
be operated by those individuals and other
concerns, mentioned above. In addition to
marketing to its home territory of California,
will offer territories for their concept to
others in a turnkey package.
The business is designed to market high quality low cost vitamins,
herbs, and health supplements to health and
fitness professionals for sale to their
clients. PARAGON POLARIS STRATAGIES.COM INC.
has identified an average of 6,000 target
health an fitness practitioners for each of the
territories that will be sold. It is the
Vita's belief that the number of target
customers is probably four times the number
currently identified.
Each territory license holder will sell, or hire salesmen to sell, the
concept to the health and fitness owners. When
these fitness professionals sign up, they are
assigned a number by PARAGON POLARIS
STRATAGIES.COM INC. Website that identifies
them by territory, sales person, and their
business names, address, etc. All products are
then ordered directly from PARAGON POLARIS
STRATAGIES.COM INC. Website and paid for with a
credit card, E-check, or debit card. All
financial transactions are handled under
contract by ATS, an Internet clearing bank and
all products are shipped directly to the
practitioner by the various suppliers. The
practitioner may have his name, address and
telephone number added to the label for a
slight additional cost or private, custom
labeling, exclusive to the practitioner, is
available at a small additional charge..
Vita's software tracks all sales and at month
end E-mails a detailed report including sales
commissions, and by E-transfer forwards the
amounts due the license holder. Vita retains
10% of all sales for overhead, and charges the
owner a $500 fee annually for web-site
maintenance.
While a specific territory is granted, this is not a franchise and the
owner may sell other goods or services.
Vita will constantly seek new products and services and offer these to
the territorial licensees and their clients.
Vita believes that this offers an opportunity to participate in the
greatest marketing revolution in recent history
so individuals and companies that heretofore
could not participate. By eliminating the need
for the owner of the business to develop
products and inventory them, and by eliminating
the need to develop a website, credit card
processors and fulfillment and delivery
systems, the license holder can focus on
marketing.
Markets
Many family physicians are realizing the value of "wellness" in their
practice. They are recognizing the value of
preventative measures and certain other
treatments and techniques long advocated by
practitioners of "alternative" medicine. In
addition, naturopaths, chiropractors, massage
therapists, acupuncturists, health /aerobic
centers are potential customers as well as
private individuals who may want a full or part
time means of generating income.
The province of Alberta, Canada, has a population of well over two
million and is considered to be one of the most
prosperous jurisdictions in the country. As
well as having a thriving agricultural economy
(grain, oil seeds and cattle), Alberta is the
center of the petroleum industry in Canada.
There are nearly six thousand potential outlets for the products and
services offered by PARAGON POLARIS
STRATAGIES.COM. The removal of most, if not
all import duties, under the NAFTA accord
enables PARAGON POLARIS STRATAGIES.COM INC. to
import its goods without undue trouble or
delay. Some of sources relied upon for product
will undoubtedly be located in Canada and will
be easily be available to PARAGON POLARIS
STRATAGIES.COM INC. as well as being exported
to the United States.
MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
Upon the completion of all or part of the sale of shares contained in
this offering, PARAGON POLARIS STRATAGIES.COM
INC. intends 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. The Province of Alberta is very large,
making adequate coverage by one salesperson
virtually impossible. A minimum of two
representatives will be necessary. Subsequent
to opening accounts, these representatives will
be necessary to service existing customers.
Research has indicated that this servicing or
detailing of accounts already established
results in dramatic increase in reorders of
product.
All of the planned activity of PARAGON POLARIS STRATAGIES.COM INC. has
been reduced to initial sales and follow-up
service. Opening orders and reorders are made
through the facilities of the Internet.
PARAGON POLARIS STRATAGIES.COM INC. is 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 Growth of Internet Shopping & Business-to-Business Transactions
Analysts predict that we have seen only the tip of the iceberg in the
growth of online commerce (E-Commerce)
transactions conducted electronically over the
Internet. The Internet doubles every 100 days
with new subscribers (PEW Research Center and
CNN).
John Chambers, President of Cisco
Systems, INC., claimed at the Comdex Trade Show
that electronic commerce could reach $1.5
trillion by the year 2000. However, in a recent
keynote address at Spring Internet World, April
15,1999, Mr. Chambers re-evaluated his
projection stating that some 5% of all commerce
is expected to be conducted online by 2003, and
the figure could balloon to 25% by 2010. He
added that traditional retailers will continue
to struggle to meet the challenge offered by
online and offline competitors, adding that
those who learn how to use the Internet to
their best advantage will be the ones to
survive.
"25% of all commerce will be
conducted on the Internet by 2010"
Henry Blodgett of CIBC Oppenheimer in
a recent interview said he thinks that the
opportunity in online retailing is as big as
the Wal-Mart Stores super-store opportunity was
30 years ago. He said that retailing in general
in the United States is a $1 trillion business,
of which he thinks online retailing could
ultimately capture 10% or $100 billion.
Forrester Research predicts that
online business-to-business transactions will
be from US$1.5 trillion to $3.2 trillion by
2003. Similar to Chambers' re-evaluation,
Forrester's earlier prediction was US $300
Billion by 2002.
Price Waterhouse, in a 1998 report,
states that the value of consumer purchases via
the Internet is expected to increase nearly
1,800 percent between 1997 and 2002; from $5
Billion to $97 Billion, respectively.
Terry Retter, Director of Strategic
Technology at Price Waterhouse, noted
that between 1996 and 1997, business-to-
business trade via the Internet doubled
every six months and is accelerating to
double every 3 to 4 months in 1998. It
is estimated that by year 2002, the
value of goods and services traded via
the Internet will increase to $434
Billion.
The consulting firm's leading technology
industry experts said explosive growth
in electronic commerce over the next
three years will have a significant
impact on large and small business,
workers and consumers.
Current Internet User Graph
Presently, Nua, one of Europe's leading online
consultants and developers, estimates the
number of Internet users world wide to be 100.5
million. ( January 1998) By the end
of the year 2000, analysts predict that number
will jump to 200 million. There will be
continued growth rate of 30% for 1998,
according to Computer Intelligence report.
It estimated that North America Internet users
represent 80-85% of world wide users. A little
over one year ago almost 99% of the 13 million
servers hooked to the Internet were distributed
throughout North America, Western Europe and
Japan. Only 1% of Internet hosts were
distributed in the rest of the world.
DESCRIPTION OF PROPERTY.
In July, 1999, PARAGON POLARIS STRATAGIES.COM
INC. acquired from David R. Mortenson and
Associates of Alvin, Texas, the rights to
distribute and produce, in the states of Idaho
and Oregon, an oxygen enriched water product
for fish farming, aquaculture, mariculture, the
husbandry of poultry, and for remediating
animal waste from dairies, feedlots of all
kinds, and for other similar uses. Mortenson
acquired these rights from the inventors of the
product, N. W. Technologies, INC. under a
distribution agreement. This technology
promises to shorten time to market for farm
raised sea food and poultry and to cut costs in
the processing of animal waste, and at the same
time making this waste less harmful to the
environment. While proprietary and not
patented, this process is virtually impossible
to reverse engineer.
In December, 1999, N.W. Technologies
unilaterally cancelled its contract and
distribution agreement with David R. Mortenson
and Associates. Mortenson and several concerns
that have an interest in the technology through
distribution agreements with Mortenson, have
laid suit in Harris County Court, Houston,
Texas against N.W. Technologies INC., its
officers and directors and several other
individuals and concerns involved with the
cancellation and withdrawal.
In order to protect the shareholders of
PARAGON POLARIS STRATAGIES.COM INC. and avoid
possible litigation from PARAGON POLARIS
STRATAGIES.COM, Mortenson has granted at no
charge to PARAGON POLARIS STRATAGIES.COM, a
distribution territory for a Internet-based
vitamin and health supplement company,
Vitamineralherb.com Corp. of San Diego,
California. The territory involved is the
Province of Alberta, Canada.
PARAGON POLARIS STRATAGIES.COM INC. is not
withdrawing from its agreement with David R.
Mortenson and Associates nor has it any
intention of doing so at this time. If the
legal barriers preventing the implementing of
the water treatment business plan are removed,
PARAGON POLARIS STRATAGIES.COM INC. will re-
evaluate its position. The Board of Directors
of PARAGON POLARIS STRATAGIES.COM INC. believes
that the process developed by N.W.
Technologies, INC. has real merit and good
profit possibilities and should PARAGON POLARIS
STRATAGIES.COM INC. decide not to proceed with
the development and application of the process,
believes the rights purchased, have substantial
value that may be realized.
In the meantime, PARAGON POLARIS STRATAGIES.COM
INC. will proceed to develop its distribution
territory and Internet marketing arrangement
with Vitamineralherb.com Corp.
CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS.
Prior to the date of this Registration
Statement, PARAGON POLARIS STRATAGIES.COM INC.
issued to its officers and directors a total of
1,000,000 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. PARAGON POLARIS STRATAGIES.COM
INC. filed the necessary papers required for the
issuance of these shares as required by
Regulation D of Rule 504 of the Act.
PARAGON POLARIS STRATAGIES.COM INC. maintains a
mailing address at the office of one of its
stockholder, but otherwise does not maintain an
office. As a result it pays no rent and incurs
no expenses for maintenance of an office and
does not anticipate paying rent or incurring
office expenses in the near future. It is
likely that PARAGON POLARIS STRATAGIES.COM INC.
will establish and maintain an office after its
business is operating and the volume of business
and the addition of personnel dictate the
acquisition of adequate premises.
Although management has no current plans to
cause PARAGON POLARIS STRATAGIES.COM INC. to do
so, it is possible that it may enter into an
agreement requiring the sale of all or a
portion of the Common Stock held by current
stockholders to other individuals or business
entities. It is more likely than not that any
sale of securities by PARAGON POLARIS
STRATAGIES.COM's current stockholders would be
at a price substantially higher than that
originally paid by such stockholders or deemed
to have been paid through PARAGON POLARIS
STRATAGIES.COM's acquisition of one of its
assets. Any payment to current stockholders in
the context of an acquisition involving PARAGON
POLARIS STRATAGIES.COM INC. would be determined
entirely by the largely unforeseeable terms of
a future agreement with an unidentified
business entity.
MARKET FOR COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.
PARAGON POLARIS STRATAGIES.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
this registration statement, it is the
intention of PARAGON POLARIS STRATAGIES.COM
INC. to apply for a trading symbol and a
listing to have its shares quoted on the NASD
OTC 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 STRATAGIES.COM INC.to have the
price of its stock quoted on the OTC Bulletin
Board will be granted. Prospective investors
should take all of the above facts into
consideration before making s decision to
purchase any amount of PARAGON POLARIS
STRATAGIES.COM INC. stock.
EXECUTIVE COMPENSATION.
No officer or director of PARAGON POLARIS
STRATAGIES.COM INC. has received any
remuneration. Although there is no current
plan in existence, it is possible that PARAGON
POLARIS STRATAGIES.COM INC. will adopt a plan
to pay or accrue compensation to its officers
and directors for services related to the
implementation of the business plan. See
"Certain Relationships and Related
Transactions". PARAGON POLARIS STRATAGIES.COM
INC has no plan for the employees, but the
Board of Directors may recommend adoption of
one or more such programs in the future.
FINANCIAL STATEMENTS.
PARAGON POLARIS STRATEGIES.COM INC.
(A Development Stage Enterprise)
AUDIT REPORT
December 31, 1999
Janet Loss, C.P.A., P.C.
Certified Public Accountant
1777 S. Harrison Street, Suite 2100
Denver, Colorado 80210
PARAGON POLARIS STRATEGIES.COM INC.
(A Development Stage Enterprise)
INDEX TO FINANCIAL STATEMENTS
TABLE OF CONTENTS
ITEM
PAGE
Report of Certified Public Accountant
1
Balance Sheet, December 31, 1999
2
Statement of Operations, for the
Period May 28, 1999 (Inception)
Through December 31, 1999
3
Statement of Stockholders Equity
(Deficit), May 28, 1999 (Inception)
Through December 31, 1999
4
Statement of Cash Flows for the
Period From May 28, 1999 (Inception)
Through December 31, 1999
5
Notes to Financial Statements
6-7
Janet Loss, C.P.A., P.C.
Certified Public Accountant
1777 S. Harrison Street, Suite 2100
Denver, Colorado 80210
(303) 782-0878
Board of Directors
Paragon Polaris Strategies.Com Inc.
2400 Loop 35, #1502
Alvin, Texas 77511
I have audited the accompanying Balance Sheet
of Paragon Polaris Strategies. Com Inc. (A
Development Stage Enterprise) as of December
31, 1999 and the Statements of Operations,
Stockholders Equity, and Cash Flows for the
period May 28, 1999 (Inception) through
December 31, 1999. My examination was made in
accordance with generally accepted auditing
standards, and accordingly, included such tests
of the accounting records and such other
auditing procedures as we consider necessary in
the circumstances.
In my opinion, the financial statements
referred to above present fairly accurately, in
all material respects, the financial position
of Paragon Polaris Strategies.Com Inc.(A
Development Stage Enterprise) as of December
31, 1999, and the results of its operations and
changes in its cash flows for the period from
May 28, 1999 (Inception) through December 31,
1999, in conformity with generally accepted
accounting principles applied on a consistent
basis.
Janet Loss, C.P.A., P.C.
March 9, 2000
1
PARAGON POLARIS STRATEGIES.COM INC.
(A Development Stage Enterprise)
BALANCE SHEET
December 31, 1999
ASSETS
CURRENT ASSETS:
License Rights 2,000
TOTAL ASSETS 2,000
LIABILITIES AND STOCKHOLDERS EQUITY
CURRENT LIABILITIES:
Accounts Payable 1,200
STOCKHOLDERS EQUITY:
Common stock, $0.001 par
Value; 25,000,000 shares
Authorized, and 2,500,000 shares
Issued and outstanding 2,500
Additional Paid-In Capital 155
(Deficit) (1,855)
Total Stockholders Equity (Deficit) 800
Total Liabilities and
Stockholders Equity 2,000
The accompanying notes are an integral part of
the financial statements.
2
PARAGON POLARIS STRATEGIES.COM Inc.
(A Development Stage Enterprise)
STATEMENT OF OPERATIONS
For the Period May 28, 1999 (Inception)
Through December 31, 1999
REVENUES: 0
OPERATING EXPENSES:
Accounting and Legal Fees 1,405
Office Expenses 130
Other Fees 320
TOTAL OPERATING EXPENSES 1,855
NET (LOSS) (1,855)
NET (LOSS) PER SHARE (0.0007)
Weighted Average Number of
Common Shares Outstanding 2,500,000
The accompanying notes are an integral part of
the financial statements.
3
PARAGON POLARIS STRATEGIES.COM INC.
(A Development Stage Enterprise)
STATEMENT OF STOCKHOLDERS EQUITY (DEFICIT)
For the Period May 28, 1999
Through December 31, 1999
<TABLE>
<CAPTION>
Deficit
Accumulated
Common Stock Additional During the Total
Number of Common Stock Paid-In Development stockholders
Shares Amount Capital Stage equity
(deficit)
<S> <C> <C> <C> <C> <C>
may 28,1999 500000 500 155 0 655
issuance
of Common
Stock for Cash
Issuance of 2000000 2000 0 0 2000
Common Stock
For License
rights
Deficit for 0 0 0 (1855) (1855)
the Period
from
may 28,1999
(Inception)
through
December 31,
1999
Balance 2500000 2500 155 (1855) 800
December 31,
1999
</TABLE>
The accompanying notes are an integral part of the
financial statements.
4
PARAGON POLARIS STRATEGIES.COM INC.
(A Development Stage Enterprise)
STATEMENT OF CASH FLOWS
For the Period May 28, 1999 (Inception)
Through December 31, 1999
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Income (Loss) (1,855)
Change in Assets and Liabilities:
Increase in Accounts Payble 1,200
Net Cash (Used) by Operating Activities (655)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of License Rights (2,000)
CASH FLOWS FROM (TO) FINANCING ACTIVITIES:
Issuance of Common Stocks 2,655
Increase (Decrease) in Cash 0
CASH, BEGINNING OF PERIOD 0
CASH, END OF PERIOD 0
The accompanying notes are an integral part of
the financial statements.
5
PARAGON POLARIS STRATEGIES.COM INC.
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
NOTE I ORGANIZATION AND HISTORY
The Company is a Nevada Corporation and the
Company has been in the development stage since
its formation on May 28, 1999.
The Companys only activities have been
organizational, directed at acquiring its
principle assets, raising its initial capital
and developing its business plan.
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.
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, 1999, there
were no cash equivalents.
YEAR END
The Company has elected to have a fiscal year
ended December 31st.
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.
6
PARAGON POLARIS STRATEGIES.COM INC.
(A Development Stage Company)
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 products developed by NW
Technologies, Inc.
The Company agrees to pay the Grantor the sum
of $2,000 in the sum of 2,000,000 shares of
common stock having a par value of $0.001 per
share.
7
CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE.
There have been no changes in and/or
disagreements with Janet Loss, C.P.A., P.C. on
accounting and financial disclosure matters.
PART II - INFORMATION NOT REQUIRED IN
PROSPECTUS
INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Pursuant to Nevada law, a corporation may
indemnify a person who is a party or threatened
to be made a party to an action, suit or
proceeding by reason of the fact that he or she
is an officer, director, employee or agent of
the corporation, against such persons costs
and expenses incurred in connection with such
action so long as he or she has acted in good
faith and in a manner which he or she
reasonably believed to be in, or not opposed
to, the best interests of the corporation, and,
in the case of criminal actions, had no
reasonable cause to believe his or her conduct
was unlawful. Nevada law requires a
corporation to indemnify any such person who is
successful on the merits or defense of such
action against costs and expenses actually and
reasonably incurred in connection with the
action.
The bylaws of PARAGON POLARIS STRATAGIES.COM
INC. filed as Exhibit 3.2, provide that PARAGON
POLARIS STRATAGIES.COM INC. will indemnify its
officers and directors for costs and expenses
incurred in connection with the defense of
actions, suits, or proceedings against them on
account of their being or having been directors
or officers of PARAGON POLARIS STRATAGIES.COM,
absent a finding of negligence or misconduct in
office. The Bylaws also permit PARAGON POLARIS
STRATAGIES.COM INC. to maintain insurance on
behalf of its officers, directors, employees
and agents against any liability asserted
against and incurred by that person whether or
not PARAGON POLARIS STRATAGIES.COM INC. has the
power to indemnify such person against
liability for any of those acts.
OTHER EXPENSES OF ISSUANCE AND
DISTRIBUTION.
Expenses incurred or (expected) relating to
this registration statement and distribution
are as follows:
Legal fees 8,500.00
Accounting 1,500.00
(Edgar filing and Printing) 5,000.00
TOTAL 15,000.00
RECENT SALES OF UNREGISTERED SECURITIES.
Set forth below is information regarding the
issuance and sales PARAGON POLARIS
STRATAGIES.COM INC. securities without
registration since its formation. No such
sales involved the use of an underwriter and no
commissions were paid in connection with the
sale of any securities.
(a) On May 27, 1999, PARAGON POLARIS
STRATAGIES.COM INC. issued 500,000 shares of
common stock to the officers and directors as
founders shares in return for the time, effort
and expenditures to organize and form the
corporation. On July 1, 1999 PARAGON POLARIS
STRATAGIES.COM INC. issued 200,000 shares of
common stock each to ten individuals for a
total of 2,000,000 shares in return for the
water treatment rights for the states of Idaho
and Oregon and the development of the business
plan.
(b)
(c) On January 17, 2000 500,000 shares of
common stock of PARAGON POLARIS STRATAGIES.COM
INC. were purchased from five of the original
shareholders, by five new shareholders. See
"Selling Security Holders" and "Security
Ownership of Certain Beneficial Owners and
Management".
EXHIBITS.
Item 16(a). Exhibits.
Exhibit Name Page
Number
3.1 Articles of Incorporation
3.2 Bylaws
5.1 Opinion re: Legality
23.1 Consent of Independent
Auditors
23.2 Consent of Counsel (see
Exhibit 5.1)
27.1 Financial Data Schedule
UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers
or sales are being made, a post-effective
amendment to this registration statement:
(a) To include any prospectus required by
section 10(a)(3) of the Securities Act of
1933;
(b) To reflect in the prospectus any
facts or events arising after the
effective date of the registration
statement (or the most recent post-
effective amendment thereof) which,
individually or in the aggregate,
represent a fundamental change in the
information set forth in the registration
statement. Notwithstanding the foregoing,
any increase or decrease in volume of
securities offered (if the total dollar
value of securities offered would not
exceed that which was registered) and any
deviation from the low or high end of the
estimated maximum offering range may be
reflected in the form of prospectus filed
with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes
in volume and price represent no more than
20% change in the maximum aggregate
offering price set forth in the
"Calculation of Registration Fee" table in
the effective registration statement; and
(c) To include any material information
with respect to the plan of distribution
not previously disclosed in the
registration statement or any material
change to such information in the
registration statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933,
each such post-effective amendment shall be
deemed to be a new registration statement
relating to the securities offered therein, and
the offering of such securities at that time
shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities
being registered, which remain, unsold at the
termination of the offering.
(4) That, for purposes of determining any
liability under the Securities Act of 1933,
each filing of the registrant's annual report
pursuant to section 13(a) or section 15(d) of
the Securities Exchange Act of 1934 that is
incorporated by reference in the registration
statement shall be deemed to be a new
registration statement relating to the
securities offered therein, and the offering of
such securities at that time shall be deemed to
be the initial bona fide offering thereof.
Signatures
In accordance with the requirements of the
Securities Act of1933, the
Registrant certifies that it has reasonable
grounds to believe that it meets all of the
Requirements for filing on Form SB-2 and
authorized this registration statement
To be signed on its behalf by the undersigned,
thereunto duly authorized, in the
City of Prince George, Province of British
Columbia Canada
On February 21, 2000
(Registrant) PARAGON
POLARIS STRATAGIES.COM INC.
By: S/S Robert Foo,
President
In accordance with the
requirements of the Securities Act of 1933,
this
Registration statement has
been signed by the following persons in the
Capacities and on the dated
stated.
By: S/S Robert Foo
Title: President
Date: March 10,
2000
By: S/S Samuel Lau
Title: Secretary Treasurer
Date: March 10, 2000
EXHIBIT 3.1
ARTICLES OF INCORPORATION
Of
PARAGON POLARIS STRATAGIES.COM INC.
ARTICLES OF INCORPORATION
of
PARAGON POLARIS STRATAGIES.COM INC.
The undersigned natural person of the age of
eighteen years or more, acting as incorporator
of a corporation under and pursuant to the laws
of the State of Nevada, hereby adopts the
following Articles of Incorporation for such
corporation:
ARTICLE I
The name of the corporation is PARAGON POLARIS
STRATAGIES.COM INC.
ARTICLE II
The principal office of this corporation is to
be at 50 West Liberty Street #880, Reno, 89501,
State of Nevada. The Nevada Agency and Trust
Company is hereby named as Resident Agent of
this corporation and in charge of its said
office in Nevada.
ARTICLE III
The nature of the business, objects and
purposes to be transacted, promoted, or carried
on by the corporation are:
A To conduct any lawful business, to
promote any lawful purpose, and to engage in
any lawful act or activity for which
corporations maybe organized under the General
Corporation Law of the State of Nevada and to
act in every kind of fiduciary capacity. and
generally to do all things necessary or
convenient which are incident to or which a
natural person might or could do.
B To purchase, receive, take by grant,
gift, devise, bequest, or otherwise. lease, or
otherwise acquire, own, hold, improve, employ,
use and otherwise deal in and with real or
personal property, or any interest therein,
wherever situated, and to sell, convey, lease,
exchange, transfer or otherwise dispose of, or
mortgage or pledge, all or any of its property
and assets, or any interests therein, wherever
situated.
C To engage generally in the real estate
business as principal, and in any lawful
capacity, and generally to take, lease,
purchase, or otherwise acquire, and to own,
use, hold, sell, convey, exchange, lease,
mortgage, work, clear, improve, develop,
divide, and otherwise handle, manage, operate,
deal in and dispose of mining claims, oil
leases, oil and gas wells, real estate, real
property, lands, multiple-dwelling structures,
houses, buildings and other works and any
interest or right therein; to take, lease,
purchase or otherwise handle or acquire, and to
own, use, hold, sell, convey, exchange, hire,
lease, pledge, mortgage, and otherwise handle,
and deal in and dispose of, as principal agent
or in any lawful capacity, such personal
property, chattels, chattels real, rights,
easements, privileges, causes in action, notes,
bonds, mortgages, and securities as may
lawfully be acquired, held or disposed of and
to acquire, purchase, sell, assign, transfer,
dispose of and generally deal in and with as
principal, agent, broker, and in any lawful
capacity, mortgages and other interests in
real, personal, and mixed properties; to carry
on a general oil exploration, mining
exploration and management business as
principal, agent, representative, contractor,
sub-contractor, and in any other lawful
capacity. To manufacture, purchase or acquire
in any lawful manner and to hold, own,
mortgage, pledge, sell, transfer, or in any
manner dispose of, and to deal and trade in
goods, wares, merchandise, and property of any
and every class and description, and in any
part of the world.
D To apply for, register, obtain,
purchase, lease, take licenses in respect of or
otherwise acquire, and to hold, own, use,
operate, develop, enjoy, turn to account, grant
licenses and immunities in respect of,
manufacture under and to introduce, sell,
assign, mortgage, pledge or otherwise dispose
of and, in any manner deal with and contract
with reference to:
1. Inventions, devices, formulas, processes,
improvements and modifications thereof;
2. Letters patent, patent rights, patented
processes, rights, designs, and similar rights,
trademarks, trade names, trade symbols and
other indications or origin and ownership
granted by or recognized under the laws of the
United States of America, any state or
subdivision thereof, and any commonwealth,
territory, possession, dependency, colony,
possession agency or instrumentality of the
United States of America and of any foreign
country, and all rights connected therewith or
appertaining thereto.
3. Franchises licenses, grants and concessions.
E To make, enter into, perform and carry out
contracts of every kind and description with
any person, firm, association, corporation or
government or agency or instrumentality
thereof.
F To lend money in furtherance of its
corporate purposes and to invest and reinvest
its funds from time to time to such extent, to
such persons, firms, associations,
corporations, governments or agencies or
instrumentality's thereof, and on such terms
and on such security, if any, as the Board of
Directors of the corporation may determine and
direct any officer to complete.
G To borrow money without limit as to
amount and at such rates of interest as it may
determine; from time to time to issue and sell
its own securities, including its shares of
stock, notes, bonds, debentures, and other
obligations, in such amounts, on such terms and
conditions, for such purposes and for such
prices, now or hereafter permitted by the laws
of the State of Nevada and by the Board of
Directors of the corporation as they may
determine; and to secure any of its obligations
by mortgage, pledge or other encumbrance of any
or all of its property, franchises and income.
H To be a promoter or manager of other
corporations of any type or kind; and to
participate with others in any corporation,
partnership, limited partnership, joint
venture, or other association of any kind, or
in any transaction, undertaking or arrangement
which the corporation would have power to
conduct by itself, whether or not such
participation involves sharing or delegation of
control with or to others.
I To promote and exercise all or any part
of the foregoing purposes and powers in and all
parts of the world, and to conduct its business
in all or any branches in any lawful capacity.
The foregoing enumeration of specific purposes
and powers shall not be held to limit or
restrict in any manner the purposes and powers
of the corporation by references to or
inference from the terms or provisions of any
other clause, but shall be regarded as
independent purposes.
ARTICLE IV
The aggregate number of shares, which the
corporation shall have authority to issue, is
10,000,000 shares of common stock with $0.001
par value each.
No shareholder of the corporation shall have
the right of cumulative voting at any election
of directors or upon any other matter.
No holder of securities of the corporation
shall be entitled as a matter of right,
preemptive or otherwise, to subscribe for or
purchase any securities of the corporation now
or hereafter authorized to be issued, or
securities held in the treasury of the
corporation, whether issued or sold for cash or
other consideration or as a share dividend or
otherwise. Any such securities may be issued
or disposed of by the board of directors to
such persons and on such terms as in its
discretion it shall deem advisable.
ARTICLE V
Any action required to, or that may, be taken
at any annual or special meeting of
shareholders may be taken without a meeting,
without prior notice and without a vote, if a
consent or consents in writing, setting forth
the action so taken, shall be signed by the
holder or holders of shares having not less
than the minimum number of votes that would be
necessary to take such action at a meeting at
which the holders of all shares entitled to
vote on the action were present and voted.
ARTICLE VI
The members of the governing board shall be
styled DIRECTORS and the number of such
Directors shall be not less than one (l), or
more than five (5). The first board of
directors shall be Two Members whose names and
post office addresses are as follows:
J.P. Beehner
PO Box 2370
Alvin, TX 77512 - 2370
Dorothy A. Mortenson
P.O. Box 5034
Alvin, Texas 77512
ARTICLE VII
The initial number of stockholders will be two
(2). Additional stockholders may be obtained.
The number of directors may be changed as
provided in N.R.S. 78.330.
ARTICLE VIII
A. No director of the corporation shall be
liable to the corporation or any of its
shareholders for monetary damages for an act or
omission in the director's capacity as a
director, except that this Article VIII shall
not authorize the elimination or limitation of
liability of a director of the corporation to
the extent the director is found liable for:
(i) a breach of such director's duty of loyalty
to the corporation or its shareholders; (ii) an
act or omission not in good faith that
constitutes a breach of duty of such director
to the corporation or an act or omission that
involves intentional misconduct or a knowing
violation of the law; (iii) a transaction from
which such director received an improper
benefit, whether or not the benefit resulted
from an action taken within the scope of the
director's office; or (iv) an act or omission
for which the liability of a director is
expressly provided by an applicable statute.
B. The capital stock of this corporation
after the amount of the subscription price or
par value has been paid in, shall not be
subject to assessment to pay debts of this
corporation and no stock issued as fully paid
up shall ever be assessable or assessed and the
Articles of Incorporation shall not be amended
in this particular.
ARTICLE IX
This corporation is to have perpetual
existence.
Dorothy A. Mortenson, the undersigned, being
the original incorporator for the purpose of
forming a corporation to do business both
within and without the state of Nevada, and in
pursuance of the General Corporation Law of the
State of Nevada, effective March 31, 1925 and
as subsequently amended do make and file this
certificate, hereby declaring and certifying
that the facts herein above stated are true.
Dorothy A. Mortenson
22nd day of May, 1999.
Address: P.O. Box 5034
Alvin, TX 77512
EXHIBIT 3.2
BYLAWS
PARAGON POLARIS STRATAGIES INC.
BYLAWS OF
PARAGON POLARIS STRATAGIES INC. INC.
CONTENTS OF INITIAL BYLAWS
ARTICLE PAGE
1.00 CORPORATE CHARTER AND BYLAWS
1.01 Corporate Charter Provisions 4
1.02 Registered Agent or Office Requirement
of Filing Changes with Secretary of State 4
1.03 Initial Business Office 4
1.04 Amendment of Bylaws 4
2.00 DIRECTORS AND DIRECTORS MEETINGS
2.01 Action Without Meeting 5
2.02 Telephone Meetings 5
2.03 Place of Meetings 5
2.04 Regular Meetings 5
2.05 Call of Special Meeting 5
2.06 Quorum 6
2.07 Adjournment Notice of Adjourned Meetings 6
2.08 Conduct of Meetings 6
2.09 Powers of the Board of Directors 6
2.10 Board Committees Authority to Appoint 7
2.11 Transactions with Interested Directors 7
2.12 Number of Directors 7
2.13 Term of Office 7
2.14 Removal of Directors 8
2.15 Vacancies 8
2.15(a) Declaration of Vacancy 8
2.15(b) Filling Vacancies by Directors 8
2.15(c) Filling Vacancies by Shareholders 8
2.16 Compensation 9
2.17 Indemnification of Directors and Officers 9
2.18 Insuring Directors, Officers, and
Employees 9
ARTICLE PAGE
3.00 SHAREHOLDERS MEETINGS
3.01 Action Without Meeting 9
3.02 Telephone Meetings 10
3.03 Place of Meetings 10
3.04 Notice of Meetings 10
3.04 Voting List 10
3.05 Votes per Share 11
3.07 Cumulative Voting 11
3.08 Proxies 11
3.09 Quorum 12
3.09(a) Quorum of Shareholders 12
3.09(b) Adjourn for Lack or Loss of Quorum 12
3.10 Voting by Voice or Ballot 12
3.11 Conduct of Meetings 12
3.12 Annual Meetings 12
3.13 Failure to Hold Annual Meeting 13
3.14 Special Meetings 13
4.00 OFFICERS
4.01 Title and Appointment 13
4.01(a) Chairman 13
4.01(b) President 14
4.01(c) Vice President 14
4.01(d) Secretary 14
4.01(e) Treasurer 15
4.01(f) Assistant Secretary or
Assistant Treasurer 15
4.02 Removal and Resignation 15
4.03 Vacancies 16
4.04 Compensation 16
5.00 AUTHORITY TO EXECUTE INSTRUMENTS
5.01 No Authority Absent Specific Authorization 16
5.02 Execution of Certain Instruments 16
6.00 ISSUANCE AND TRANSFER OF SHARES
6.01 Classes and Series of Shares 17
6.02 Certificates for Fully Paid Shares 17
6.03 Consideration for Shares 17
6.04 Replacement of Certificates 17
6.05 Signing Certificates Facsimile Signatures 18
6.06 Transfer Agents and Registrars 18
6.07 Conditions of Transfer 18
6.08 Reasonable Doubts as to Right to Transfer 18
ARTICLE PAGE
7.00 CORPORATE RECORDS AND ADMINISTRATION
7.01 Minutes of Corporate Meetings 18
7.02 Share Register 19
7.03 Corporate Seal 19
7.04 Books of Account 19
7.05 Inspection of Corporate Records 20
7.06 Fiscal Year 20
7.07 Waiver of Notice 20
8.00 ADOPTION OF INITIAL BYLAWS 20
ARTICLE ONE - CORPORATE CHARTER AND BYLAWS
1.01 CORPORATE CHARTER PROVISIONS
The Corporation's Charter authorizes ten
million (10,000,000) shares to be issued. The
officers and transfer agents issuing shares of
the Corporation shall ensure that the total
number of shares outstanding at any given time
does not exceed this number. Such officers and
agents shall advise the Board at least annually
of the authorized shares remaining available to
be issued. No shares shall be issued for less
than the par value stated in the Charter. Each
Charter provision shall be observed until
amended by Restated Articles or Articles of
Amendment duly filed with the Secretary of
State.
1.02 REGISTERED AGENT AND OFFICEBREQUIREMENT OF
FILING CHANGES WITH SECRETARY OF STATE
The address of the Registered Office provided
in the Articles of Incorporation, as duly filed
with the Secretary of State for the State of
Nevada, is: 50 West Liberty Street, Suite 880,
Reno, Nevada 89501.
The name of the Registered Agent of the
Corporation at such address, as set forth in
its Articles of Incorporation, is: Nevada
Agency and Trust Company.
The Registered Agent or Office may be changed
by filing a Statement of Change of Registered
Agent or Office or Both with the Secretary of
State, and not otherwise. Such filing shall be
made promptly with each change. Arrangements
for each change in Registered Agent or Office
shall ensure that the Corporation is not
exposed to the possibility of a default
judgment. Each successive Registered Agent
shall be of reliable character and well
informed of the necessity of immediately
furnishing the papers of any lawsuit against
the Corporation to its attorneys.
1.03 INITIAL BUSINESS OFFICE
The address of the initial principal business
office of the Corporation is hereby established
as: 2400 Loop 35 #1502, Alvin, Texas 77511.
The Corporation may have additional business
offices within the State of Nevada and where it
may be duly qualified to do business outside of
Nevada, as the Board of Directors may from time
to time designate or the business of the
Corporation may require.
1.04 AMENDMENT OF BYLAWS
The Shareholders or Board of Directors, subject
to any limits imposed by the Shareholders, may
amend or repeal these Bylaws and adopt new
Bylaws. All amendments shall be upon advice of
counsel as to legality, except in emergency.
Bylaw changes shall take effect upon adoption
unless otherwise specified. Notice of Bylaws
changes shall be given in or before notice
given of the first Shareholders' meeting
following their adoption.
ARTICLE TWO - DIRECTORS AND DIRECTORS' MEETINGS
2.01 ACTION BY CONSENT OF BOARD WITHOUT MEETING
Any action required or permitted to be taken by
the Board of Directors may be taken without a
meeting, and shall have the same force and
effect as a unanimous vote of Directors, if all
members of the Board consent in writing to the
action. Such consent may be given individually
or collectively.
2.02 TELEPHONE MEETINGS
Subject to the notice provisions required by
these Bylaws and by the Business Corporation
Act, Directors may participate in and hold a
meeting by means of conference call or similar
communication by which all persons
participating can hear each other.
Participation in such a meeting shall
constitute presence in person at such meeting,
except participation for the express purpose of
objecting to the transaction of any business on
the ground that the meeting is not lawfully
called or convened.
2.03 PLACE OF MEETINGS
Meetings of the Board of Directors shall be
held at the business office of the Corporation
or at such other place within or without the
State of Nevada as may be designated by the
Board.
2.04 REGULAR MEETINGS
Regular meetings of the Board of Directors
shall be held, without call or notice,
immediately following each annual Shareholders'
meeting, and at such other regularly repeating
times as the Directors may determine.
2.05 CALL OF SPECIAL MEETING
Special meetings of the Board of Directors for
any purpose may be called at any time by the
President or, if the President is absent or
unable or refuses to act, by any Vice President
or any two Directors. Written notices of the
special meetings, stating the time and place of
the meeting, shall be mailed ten days before,
or telegraphed or personally delivered so as to
be received by each Director not later than two
days before, the day appointed for the meeting.
Notice of meetings need not indicate an agenda.
Generally, a tentative agenda will be included,
but the meeting shall not be confined to any
agenda included with the notice.
Meetings provided for in these Bylaws shall not
be invalid for lack of notice if all persons
entitled to notice consent to the meeting in
writing or are present at the meeting and do
not object to the notice given. Consent may be
given either before or after the meeting.
Upon providing notice, the Secretary or other
officer sending notice shall sign and file in
the Corporate Record Book a statement of the
details of the notice given to each Director.
If such statement should later not be found in
the Corporate Record Book, due notice shall be
presumed.
2.06 QUORUM
The presence throughout any Directors' meeting,
or adjournment thereof, of a majority of the
authorized number of Directors shall be
necessary to constitute a quorum to transact
any business, except to adjourn. If a quorum is
present, every act done or resolution passed by
a majority of the Directors present and voting
shall be the act of the Board of Directors.
2.07 ADJOURNMENT AND NOTICE OF ADJOURNED
MEETINGS
A quorum of the Directors may adjourn any
Directors' meeting to meet again at a stated
hour on a stated day. Notice of the time and
place where an adjourned meeting will be held
need not be given to absent Directors if the
time and place is fixed at the adjourned
meeting. In the absence of a quorum, a majority
of the Directors present may adjourn to a set
time and place if notice is duly given to the
absent members, or until the time of the next
regular meeting of the Board.
2.08 CONDUCT OF MEETINGS
At every meeting of the Board of Directors, the
Chairman of the Board, if there is such an
officer, and if not, the President, or in the
President's absence, a Vice President
designated by the President, or in the absence
of such designation, a Chairman chosen by a
majority of the Directors present, shall
preside. The Secretary of the Corporation shall
act as Secretary of the Board of Directors'
meetings. When the Secretary is absent from any
meeting, the Chairman may appoint any person to
act as Secretary of that meeting.
2.09 POWERS OF THE BOARD OF DIRECTORS
The business and affairs of the Corporation and
all corporate powers shall be exercised by or
under authority of the Board of Directors,
subject to limitations imposed by law, the
Articles of Incorporation, any applicable
Shareholders' agreement, and these Bylaws.
2.10 BOARD COMMITTEESBAUTHORITY TO APPOINT
The Board of Directors may designate an
executive committee and one or more other
committees to conduct the business and affairs
of the Corporation to the extent authorized.
The Board shall have the power at any time to
change the powers and membership of, fill
vacancies in, and dissolve any committee.
Members of any committee shall receive such
compensation as the Board of Directors may from
time to time provide. The designation of any
committee and the delegation of authority
thereto shall not operate to relieve the Board
of Directors, or any member thereof, of any
responsibility imposed by law.
2.11 TRANSACTIONS WITH INTERESTED DIRECTORS
Any contract or other transaction between the
Corporation and any of its Directors (or any
corporation or firm in which any of its
Directors are directly or indirectly
interested) shall be valid for all purposes
notwithstanding the presence of that Director
at the meeting during which the contract or
transaction was authorized, and notwithstanding
the Directors' participation in that meeting.
This section shall apply only if the contract
or transaction is just and reasonable to the
Corporation at the time it is authorized and
ratified, the interest of each Director is
known or disclosed to the Board of Directors,
and the Board nevertheless authorizes or
ratifies the contract or transaction by a
majority of the disinterested Directors
present. Each interested Director is to be
counted in determining whether a quorum is
present, but shall not vote and shall not be
counted in calculating the majority necessary
to carry the vote. This section shall not be
construed to invalidate contracts or
transactions that would be valid in its
absence.
2.12 NUMBER OF DIRECTORS
The number of Directors of this Corporation
shall be no more than five (5) or less than one
(1). No Director need be a resident of Nevada
or a Shareholder. The number of Directors may
be increased or decreased from time to time by
amendment to these Bylaws. Any decrease in the
number of Directors shall not have the effect
of shortening the tenure, which any incumbent
Director would otherwise enjoy.
2.13 TERM OF OFFICE
Directors shall be entitled to hold office
until their successors are elected and
qualified. Election for all Director positions,
vacant or not vacant, shall occur at each
annual meeting of the Shareholders and may be
held at any special meeting of Shareholders
called specifically for that purpose.
2.14 REMOVAL OF DIRECTORS
The entire Board of Directors or any individual
Director may be removed from office by a vote
of Shareholders holding a majority of the
outstanding shares entitled to vote at an
election of Directors. However, if less than
the entire Board is to be removed, no one of
the Directors may be removed if the votes cast
against his removal would be sufficient to
elect him if then cumulatively voted at an
election of the entire Board of Directors. No
director may be so removed except at an
election of the class of Directors of which he
is a part. If any or all Directors are so
removed, new Directors may be elected at the
same meeting. Whenever a class or series of
shares is entitled to elect one or more
Directors under authority granted by the
Articles of Incorporation, the provisions of
this Paragraph apply to the vote of that class
or series and not to the vote of the
outstanding shares as a whole.
2.15 VACANCIES
Vacancies on the Board of Directors shall exist
upon the occurrence of any of the following
events: (a) the death, resignation, or removal
of any Director; (b) an increase in the
authorized number of Directors; or (c) the
failure of the Shareholders to elect the full
authorized number of Directors to be voted for
at any annual, regular, or special
Shareholders' meeting at which any Director is
to be elected.
2.15(a) DECLARATION OF VACANCY
A majority of the Board of Directors may
declare vacant the office of a Director if the
Director: (a) is adjudged incompetent by a
court order; (b) is convicted of a crime
involving moral turpitude; (c) or fails to
accept the office of Director, in writing or by
attending a meeting of the Board of Directors,
within thirty (30) days of notice of election.
2.15(b) FILLING VACANCIES BY DIRECTORS
Vacancies other than those caused by an
increase in the number of Directors may be
filled temporarily by majority vote of the
remaining Directors, though less than a quorum,
or by a sole remaining Director. Each Director
so elected shall hold office until a qualified
successor is elected at a Shareholders'
meeting.
2.15(c) FILLING VACANCIES BY SHAREHOLDERS
Any vacancy on the Board of Directors,
including those caused by an increase in the
number of Directors shall be filled by the
Shareholders at the next annual meeting or at a
special meeting called for that purpose. Upon
the resignation of a Director tendered to take
effect at a future time, the Board or the
Shareholders may elect a successor to take
office when the resignation becomes effective.
2.16 COMPENSATION
Directors shall receive such compensation for
their services as Directors as shall be
determined from time to time by resolution of
the Board. Any Director may serve the
Corporation in any other capacity as an
officer, agent, employee, or otherwise, and
receive compensation therefor.
2.17 INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Board of Directors shall authorize the
Corporation to pay or reimburse any present or
former Director or officer of the Corporation
any costs or expenses actually and necessarily
incurred by that officer in any action, suit,
or proceeding to which the officer is made a
party by reason of holding that position,
provided, however, that no officer shall
receive such indemnification if finally
adjudicated therein to be liable for negligence
or misconduct in office. This indemnification
shall extend to good-faith expenditures
incurred in anticipation of threatened or
proposed litigation. The Board of Directors may
in proper cases, extend the indemnification to
cover the good-faith settlement of any such
action, suit, or proceeding, whether formally
instituted or not.
2.18 INSURING DIRECTORS, OFFICERS, AND
EMPLOYEES
The Corporation may purchase and maintain
insurance on behalf of any Director, officer,
employee, or agent of the Corporation, or on
behalf of any person serving at the request of
the Corporation as a Director, officer,
employee, or agent of another corporation,
partnership, joint venture, trust, or other
enterprise, against any liability asserted
against that person and incurred by that person
in any such corporation, whether or not the
Corporation has the power to indemnify that
person against liability for any of those acts.
ARTICLE THREE - SHAREHOLDERS' MEETINGS
3.01 ACTION WITHOUT MEETING
Any action that may be taken at a meeting of
the Shareholders under any provision of the
Nevada Business Corporation Act may be taken
without a meeting if authorized by a consent or
waiver filed with the Secretary of the
Corporation and signed by all persons who would
be entitled to vote on that action at a
Shareholders' meeting. Each such signed consent
or waiver, or a true copy thereof, shall be
placed in the Corporate Record Book.
3.02 TELEPHONE MEETINGS
Subject to the notice provisions required by
these Bylaws and by the Business Corporation
Act, Shareholders may participate in and hold a
meeting by means of conference call or similar
communication by which all persons
participating can hear each other.
Participation in such a meeting shall
constitute presence in person at such meeting,
except participation for the express purpose of
objecting to the transaction of any business on
the ground that the meeting is not lawfully
called or convened.
3.03 PLACE OF MEETINGS
Shareholders' meetings shall be held at the
business office of the Corporation, or at such
other place within or without the State of
Nevada as may be designated by the Board of
Directors or the Shareholders.
3.04 NOTICE OF MEETINGS
The President, the Secretary, or the officer or
persons calling a Shareholders' Meeting. shall
give notice, or cause it to be given, in
writing to each Director and to each
Shareholder entitled to vote at the meeting at
least ten (10) but not more than sixty (60)
days before the date of the meeting. Such
notice shall state the place, day, and hour of
the meeting, and, in case of a special meeting,
the purpose or purposes for which the meeting
is called. Such written notice may be given
personally, by mail, or by other means. Such
notice shall be addressed to each recipient at
such address as appears on the Books of the
Corporation or as the recipient has given to
the Corporation for the purpose of notice.
Meetings provided for in these Bylaws shall not
be invalid for lack of notice if all persons
entitled to notice consent to the meeting in
writing or are present at the meeting in person
or by proxy and do not object to the notice
given, Consent may be given either before or
after the meeting. Notice of the reconvening of
an adjourned meeting is not necessary unless
the meeting is adjourned more than thirty days
past the date stated in the notice, in which
case notice of the adjourned meeting shall be
given as in the case of any special meeting.
Notice may be waived by written waivers signed
either before or after the meeting by all
persons entitled to the notice.
3.05 VOTING LIST
At least ten (10), but not more than sixty
(60), days before each Shareholders' meeting,
the officer or agent having charge of the
Corporation's share transfer books shall make a
complete list of the Shareholders entitled to
vote at that meeting or any adjournment
thereof, arranged in alphabetical order, with
the address and the number of shares held by
each. The list shall be kept on file at the
Registered Office of the Corporation for at
least ten (10) days prior to the meeting, and
shall be subject to inspection by any Director,
officer, or Shareholder at any time during
usual business hours. The list shall also be
produced and kept open at the time and place of
the meeting and shall be subject, during the
whole time of the meeting, to the inspection of
any Shareholder. The original share transfer
books shall be prima facie evidence as to the
Shareholders entitled to examine such list or
transfer books or to vote at any meeting of
Shareholders. However, failure to prepare and
to make the list available in the manner
provided above shall not affect the validity of
any action taken at the meeting.
3.06 VOTES PER SHARE
Each outstanding share, regardless of class,
shall be entitled to one (1) vote on each
matter submitted to a vote at a meeting of
Shareholders, except to the extent that the
voting rights of the shares of any class or
classes are limited or denied pursuant to the
Articles of Incorporation. A Shareholder may
vote in person or by proxy executed in writing
by the Shareholder, or by the Shareholder's
duly authorized attorney-in-fact.
3.07 CUMULATIVE VOTING
Subject to any limitation stated in the
Articles of Incorporation, every Shareholder
entitled to vote at any election of Directors
may cumulate votes. For this purpose, each
Shareholder shall have a number of votes equal
to the number of Directors to be elected
multiplied by the number of votes to which the
Shareholder's shares are entitled. The
Shareholder may cast all these votes for one
candidate or may distribute the votes among any
number of candidates. The candidates receiving
the highest number of votes are elected, up to
the number of vacancies to be filled. No
Shareholder may cumulate votes unless that
Shareholder gives written notice of his or her
intention to do so to the Secretary of the
Corporation on or before the day preceding the
election at which the votes will be cumulated.
If any Shareholder gives written notice as
provided above, all Shareholders may cumulate
their votes.
3.08 PROXIES
A Shareholder may vote either in person or by
proxy executed in writing by the Shareholder or
his or her duly authorized attorney in fact.
Unless otherwise provided in the proxy or by
law, each proxy shall be revocable and shall
not be valid after eleven (11) months from the
date of its execution,
3.09 QUORUM
3.09(a) QUORUM OF SHAREHOLDERS
As to each item of business to be voted on, the
presence (in person or by proxy) of the persons
who are entitled to vote a majority of the
outstanding voting shares on that matter shall
constitute the quorum necessary for the
consideration of the matter at a Shareholders'
meeting. The vote of the holders of a majority
of the shares entitled to vote on the matter
and represented at a meeting at which a quorum
is present shall be the act of the
Shareholders' meeting.
3.09(b) ADJOURNMENT FOR LACK OR LOSS OF
QUORUM
No business may be transacted in the absence of
a quorum, or upon the withdrawal of enough
Shareholders to leave less than a quorum; other
than to adjourn the meeting from time to time
by the vote of a majority of the shares
represented at the meeting.
3.10 VOTING BY VOICE OR BALLOT
Elections for Directors need not be by ballot
unless a Shareholder demands election by ballot
before the voting begins.
3.11 CONDUCT OF MEETINGS
Meetings of the Shareholders shall be chaired
by the President, or, in the President's
absence, a Vice President designated by the
President, or, in the absence of such
designation, any other person chosen by a
majority of the Shareholders of the Corporation
present in person or by proxy and entitled to
vote. The Secretary of the Corporation, or, in
the Secretary's absence, an Assistant
Secretary, shall act as Secretary of all
meetings of the Shareholders. In the absence of
the Secretary or Assistant Secretary, the
Chairman shall appoint another person to act as
Secretary of the meeting.
3.12 ANNUAL MEETINGS
The time, place, and date of the annual meeting
of the Shareholders of the Corporation, for the
purpose of electing Directors and for the
transaction of any other business as may come
before the meeting, shall be set from time to
time by a majority vote of the Board of
Directors. If the day fixed for the annual
meeting shall be on a legal holiday in the
State of Nevada, such meeting shall be held on
the next succeeding business day. If the
election of Directors is not held on the day
thus designated for any annual meeting, or at
any adjournment thereof, the Board of Directors
shall cause the election to be held at a
special meeting of the Shareholders as soon
thereafter as possible.
3.13 FAILURE TO HOLD ANNUAL MEETING
If, within any 13-month period, an annual
Shareholders' Meeting is not held, any
Shareholder may apply to a court of competent
jurisdiction in the county in which the
principal office of the Corporation is located
for a summary order that an annual meeting be
held.
3.14 SPECIAL MEETINGS
A special Shareholders' meeting may be called
at any time by. (a) the President; (b) the
Board of Directors; or (c) one or more
Shareholders holding in the aggregate one-tenth
or more of all the shares entitled to vote at
the meeting. Such meeting may be called for any
purpose. The party calling the meeting may do
so only by written request sent by registered
mail or delivered in person to the President or
Secretary. The officer receiving the written
request shall within ten (10) days from the
date of its receipt cause notice of the meeting
to be sent to all the Shareholders entitled to
vote at such a meeting. If the officer does not
give notice of the meeting within ten (10) days
after the date of receipt of the written
request, the person or persons calling the
meeting may fix the time of the meeting and
give the notice. The notice shall be sent
pursuant to Section 3.04 of these Bylaws. The
notice of a special Shareholders' meeting must
state the purpose or purposes of the meeting
and, absent consent of every Shareholder to the
specific action taken, shall be limited to
purposes plainly stated in the notice,
notwithstanding other provisions herein.
ARTICLE FOUR - OFFICERS
4.01 TITLE AND APPOINTMENT
The officers of the Corporation shall be a
President and a Secretary, as required by law.
The Corporation may also have, at the
discretion of the Board of Directors, a
Chairman of the Board, one or more Vice
Presidents, a Treasurer, one or more Assistant
Secretaries, and one or more Assistant
Treasurers. One person may hold any two or
more offices, including President and
Secretary. All officers shall be elected by and
hold office at the pleasure of the Board of
Directors, which shall fix the compensation and
tenure of all officers.
4.01(a) CHAIRMAN OF THE BOARD
The Chairman, if there shall be such an
officer, shall, if present, preside at the
meetings of the Board of Directors and exercise
and perform such other powers and duties as may
from time to time be assigned to the Chairman
by the Board of Directors or prescribed by
these Bylaws.
4.01(b) PRESIDENT
Subject to such supervisory powers, if any, as
may be given to the Chairman, if there is one,
by the Board of Directors, the President shall
be the chief executive officer of the
Corporation and shall, subject to the control
of the Board of Directors, have general
supervision, direction, and control of the
business and officers of the Corporation. The
President shall have the general powers and
duties of management usually vested in the
office of President of a corporation; shall
have such other powers and duties as may be
prescribed by the Board of Directors or the
Bylaws; and shall be ex officio a member of all
standing committees, including the executive
committee, if any. In addition, the President
shall preside at all meetings of the
Shareholders and in the absence of the
Chairman, or if there is no Chairman, at all
meetings of the Board of Directors.
4.01(c) VICE PRESIDENT
Any Vice President shall have such powers and
perform such duties as from time to time may be
prescribed by these Bylaws, by the Board of
Directors, or by the President. In the absence
or disability of the President, the senior or
duly appointed Vice President, if any, shall
perform all the duties of the President,
pending action by the Board of Directors when
so acting, such Vice President shall have all
the powers of, and be subject to all the
restrictions on, the President.
4.01(d) SECRETARY
The Secretary shall:
A. See that all notices are duly given in
accordance with the provisions of these Bylaws
and as required by law. In case of the absence
or disability of the Secretary. or the
Secretary's refusal or neglect to act, notice
may be given and served by an Assistant
Secretary or by the Chairman, the President,
any Vice President, or by the Board of
Directors.
B. Keep the minutes of corporate meetings,
and the Corporate Record Book, as set out in
Section 7.01 hereof.
C. Maintain, in the Corporate Record Book, a
record of all share certificates issued or
canceled and all shares of the Corporation
canceled or transferred.
D. Be custodian of the Corporation's records
and of any seal, which the Corporation may from
time to time adopt. when the Corporation
exercises its right to use a seal, the
Secretary shall see that the seal is embossed
on all share certificates prior to their
issuance and on all documents authorized to be
executed under seal in accordance with the
provisions of these Bylaws.
E. In general, perform all duties incident to
the office of Secretary, and such other duties
as from time to time may be required by
Sections 7.01, 7.02, and 7.03 of these Bylaws,
by these Bylaws generally, by the Board of
Directors, or by the President.
4.01(e) TREASURER
The Treasurer shall:
F. Have charge and custody of, and be
responsible for, all funds and securities of
the Corporation, and deposit all funds in the
name of the Corporation in those banks, trust
companies, or other depositories that shall be
selected by the Board of Directors.
G. Receive, and give receipt for, monies due
and payable to the Corporation.
H. Disburse or cause to be disbursed the
funds of the Corporation as may be directed by
the Board of Directors, taking proper vouchers
for those disbursements.
I. If required by the Board of Directors or
the President, give to the Corporation a bond
to assure the faithful performance of the
duties of the Treasurer's office and the
restoration to the Corporation of all corporate
books, papers, vouchers, money, and other
property of whatever kind in the Treasurer's
possession or control, in case of the
Treasurer's death, resignation, retirement, or
removal from office. Any such bond shall be in
a sum satisfactory to the Board of Directors,
with one or more sureties or a surety company
satisfactory to the Board of Directors.
J. In general, perform all the duties
incident to the office of Treasurer and such
other duties as from time to time may be
assigned to the Treasurer by Sections 7.O4 and
7.05 of these Bylaws, by these Bylaws
generally, by the Board of Directors, or by the
President.
4.01(f) ASSISTANT SECRETARY AND ASSISTANT
TREASURER
The Assistant Secretary or Assistant Treasurer
shall have such powers and perform such duties
as the Secretary or Treasurer, respectively, or
as the Board of Directors or President may
prescribe. In case of the absence of the
Secretary or Treasurer, the senior Assistant
Secretary or Assistant Treasurer, respectively,
may perform all of the functions of the
Secretary or Treasurer.
4.02 REMOVAL AND RESIGNATION
Any officer may be removed, either with or
without cause, by vote of a majority of the
Directors at any regular or special meeting of
the Board, or, except in case of an officer
chosen by the Board of Directors, by any
committee or officer upon whom that power of
removal may be conferred by the Board of
Directors. Such removal shall be without
prejudice to the contract rights, if any, of
the person removed. Any officer may resign at
any time by giving written notice to the Board
of Directors, the President, or the Secretary
of the Corporation. Any resignation shall take
effect on the date of the receipt of that
notice or at any later time specified therein,
and, unless otherwise specified therein, the
acceptance of that resignation shall not be
necessary to make it effective.
4.03 VACANCIES
Upon the occasion of any vacancy occurring in
any office of the Corporation, by reason of
death, resignation, removal, or otherwise, the
Board of Directors may elect an acting
successor to hold office for the unexpired term
or until a permanent successor is elected.
4.04 COMPENSATION
The compensation of the officers shall be fixed
from time to time by the Board of Directors,
and no officer shall be prevented from
receiving a salary by reason of the fact that
the officer is also a Shareholder or a Director
of the Corporation, or both.
ARTICLE FIVEBAUTHORITY TO EXECUTE INSTRUMENTS
5.01 NO AUTHORITY ABSENT SPECIFIC AUTHORIZATION
These Bylaws provide certain authority for the
execution of instruments. The Board of
Directors, except as otherwise provided in
these Bylaws, may additionally authorize any
officer or officers, agent or agents, to enter
into any contract or execute and deliver any
instrument in the name of and on behalf of the
Corporation, and such authority may be general
or confined to specific instances. Unless
expressly authorized by these Bylaws or the
Board of Directors, no officer, agent, or
employee shall have any power or authority to
bind the Corporation by any contract or
engagement nor to pledge its credit nor to
render it peculiarly liable for any purpose or
in any amount.
5.02 EXECUTION OF CERTAIN INSTRUMENTS
Formal contracts of the Corporation, promissory
notes, deeds, deeds of trust, mortgages,
pledges, and other evidences of indebtedness of
the Corporation, other corporate documents, and
certificates of ownership of liquid assets held
by the Corporation shall be signed or endorsed
by the President or any Vice President and by
the Secretary or the Treasurer, unless
otherwise specifically determined by the Board
of Directors or otherwise required by law.
ARTICLE SIX-ISSUANCE AND TRANSFER OF SHARES
6.01 CLASSES AND SERIES OF SHARES
The Corporation may issue one or more classes
or series of shares, or both. Any of these
classes or series may have full, limited, or no
voting rights, and may have such other
preferences, rights, privileges, and
restrictions as are stated or authorized in the
Articles of Incorporation. All shares of any
one class shall have the same voting,
conversion, redemption, and other rights,
preferences, privileges, and restrictions,
unless the class is divided into series, If a
class is divided into series, all the shares of
any one series shall have the same voting,
conversion, redemption, and other. rights,
preferences, privileges, and restrictions.
There shall always be a class or series of
shares outstanding that has complete voting
rights except as limited or restricted by
voting rights conferred on some other class or
series of outstanding shares.
6.02 CERTIFICATES FOR FULLY PAID SHARES
Neither shares nor certificates representing
shares may be issued by the Corporation until
the full amount of the consideration has been
received when the consideration has been paid
to the Corporation, the shares shall be deemed
to have been issued and the certificate
representing the shares shall be issued to the
shareholder.
6.03 CONSIDERATION FOR SHARES
Shares may be issued for such consideration as
may be fixed from time to time by the Board of
Directors, but not less than the par value
stated in the Articles of Incorporation. The
consideration paid for the issuance of shares
shall consist of money paid, labor done, or
property actually received, and neither
promissory notes nor the promise of future
services shall constitute payment nor partial
payment for shares of the Corporation.
6.04 REPLACEMENT OF CERTIFICATES
No replacement share certificate shall be
issued until the former certificate for the
shares represented thereby shall have been
surrendered and canceled, except that
replacements for lost or destroyed certificates
may be issued, upon such terms, conditions, and
guarantees as the Board may see fit to impose,
including the filing of sufficient indemnity.
6.05 SIGNING CERTIFICATES-FACSIMILE SIGNATURES
All share certificates shall be signed by the
officer(s) designated by the Board of
Directors. The signatures of the foregoing
officers may be facsimiles. If the officer who
has signed or whose facsimile signature has
been placed on the certificate has ceased to be
such officer before the certificate issued, the
certificate may be issued by the Corporation
with the same effect as if he or she were such
officer on the date of its issuance.
6.06 TRANSFER AGENTS AND REGISTRARS
The Board of Directors may appoint one or more
transfer agents or transfer clerks, and one or
more registrars, at such times and places as
the requirements of the Corporation may
necessitate and the Board of Directors may
designate. Each registrar appointed, if any,
shall be an incorporated bank or trust company,
either domestic or foreign.
6.07 CONDITIONS OF TRANSFER
The party in whose name shares of stock stand
on the books of the Corporation shall be deemed
the owner thereof as regards the Corporation,
provided that whenever any transfer of shares
shall be made for collateral security, and not
absolutely, and prior written notice thereof
shall be given to the Secretary of the
Corporation, or to its transfer agent, if any,
such fact shall be stated in the entry of the
transfer.
6.08 REASONABLE DOUBTS AS TO RIGHT TO TRANSFER
When a transfer of shares is requested and
there is reasonable doubt as to the right of
the person seeking the transfer, the
Corporation or its transfer agent, before
recording the transfer of the shares on its
books or issuing any certificate therefor, may
require from the person seeking the transfer
reasonable proof of that person's right to the
transfer. If there remains a reasonable doubt
of the right to the transfer, the Corporation
may refuse a transfer unless the person gives
adequate security or a bond of indemnity
executed by a corporate surety or by two
individual sureties satisfactory to the
Corporation as to form, amount, and
responsibility of sureties. The bond shall be
conditioned to protect the Corporation, its
officers, transfer agents, and registrars, or
any of them, against any loss, damage, expense,
or other liability for the transfer or the
issuance of a new certificate for shares.
ARTICLE SEVENBCORPORATE RECORDS AND
ADMINISTRATION
7.01 MINUTES OF CORPORATE MEETINGS
The Corporation shall keep at the principal
office, or such other place as the Board of
Directors may order, a book recording the
minutes of all meetings of its Shareholders and
Directors, with the time and place of each
meeting, whether such meeting was regular or
special, a copy of the notice given of such
meeting, or of the written waiver thereof, and,
if it is a special meeting, how the meeting was
authorized. The record book shall further show
the number of shares present or represented at
Shareholders' meetings, and the names of those
present and the proceedings of all meetings.
7.02 SHARE REGISTER
The Corporation shall keep at the principal
office, or at the office of the transfer agent,
a share register showing the names of the
Shareholders, their addresses, the number and
class of shares issued to each, the number and
date of issuance of each certificate issued for
such shares, and the number and date of
cancellation of every certificate surrendered
for cancellation. The above information may be
kept on an information storage device such as a
computer, provided that the device is capable
of reproducing the information in clearly
legible form. If the Corporation is taxed under
Internal Revenue Code Section 1244 or
Subchapter S, the Officer issuing shares shall
maintain the appropriate requirements regarding
issuance.
7.03 CORPORATE SEAL
The Board of Directors may at any time adopt,
prescribe the use of, or discontinue the use
of, such corporate seal as it deems desirable,
and the appropriate officers shall cause such
seal to be affixed to such certificates and
documents as the Board of Directors may direct.
7.04 BOOKS OF ACCOUNT
The Corporation shall maintain correct and
adequate accounts of its properties and
business transactions, including accounts of
its assets, liabilities, receipts,
disbursements, gains, losses, capital, surplus,
and shares. The corporate bookkeeping
procedures shall conform to accepted accounting
practices for the Corporation's business or
businesses. subject to the foregoing, The chart
of financial accounts shall be taken from, and
designed to facilitate preparation of, current
corporate tax returns. Any surplus, including
earned surplus, paid-in surplus, and surplus
arising from a reduction of stated capital,
shall be classed by source and shown in a
separate account. If the Corporation is taxed
under Internal Revenue Code Section 1244 or
Subchapter S, the officers and agents
maintaining the books of account shall maintain
the appropriate requirements.
7.05 INSPECTION OF CORPORATE RECORDS
A Director or Shareholder demanding to examine
the Corporation's books or records may be
required to first sign an affidavit that the
demanding party will not directly or indirectly
participate in reselling the information and
will keep it confidential other than in use for
proper purposes reasonably related to the
Director's or Shareholder's role. A Director
who insists on examining the records while
refusing to sign this affidavit thereby resigns
as a Director.
7.06 FISCAL YEAR
The fiscal year of the Corporation shall be as
determined by the Board of Directors and
approved by the Internal Revenue Service. The
Treasurer shall forthwith arrange a
consultation with the Corporation's tax
advisers to determine whether the Corporation
is to have a fiscal year other than the
calendar year. If so, the Treasurer shall file
an election with the Internal Revenue Service
as early as possible, and all correspondence
with the IRS, including the application for the
Corporation's Employer Identification Number,
shall reflect such non-calendar year election.
7.07 WAIVER OF NOTICE
Any notice required by law or by these Bylaws
may be waived by execution of a written waiver
of notice executed by the person entitled to
the notice. The waiver may be signed before or
after the meeting.
ARTICLE EIGHT- ADOPTION OF INITIAL BYLAWS
The Board of Directors adopted the foregoing
bylaws on October 6, 1999.
/S/ J.P. Beehner
Director
/S/ Dorothy A. Mortenson
Director
Attested to, and certified by: /S/ Dorothy A.
Mortenson, Secretary
EXHIBIT 5.1
OPINION AS TO LEGALITY
ARTHUR J. FROST, LTD.
Arthur J. Frost, Esq.
7549 W. Heatherbrae Drive
Phoenix, Arizona 85033
(623) 849-2050
(623) 873-1799 Facsimile
Paragon Polaris Stratagies.com Inc.
404 Scott Point Drive
Salt Spring Island, BC V8K 2R2
Canada
Attention: Mr. Robert Foo, President
We have acted as counsel for Paragon Polaris
Stratagies.com Inc., a Nevada corporation (the
"Company"), in connection with the preparation
of the registration statement on Form SB2 (the
"Registration Statement") filed with the
Securities and Exchange Commission(the
"Commission") pursuant to the Securities Act of
1933, as amended (the"Act"), relating to the
public offering (the "Offering") of up to
2,500,000 shares (the "Shares") of the
Company's common stock, $.001 par value (the
Common Stock"), to be sold by the selling
stockholders. This opinion is being furnished
pursuant to Item 601(b)(5) of Regulation S-K
under the Act.
In rendering the opinion set forth below, we
have reviewed (a) the Registration Statement
and the exhibits thereto; (b) the Company's
Articles of Incorporation; (c) the Company's
Bylaws; (d) certain records of the Company's
corporate proceedings as reflected in its
minute books; and (e) such statutes, records
and other documents as we have deemed relevant.
In our examination, we have assumed the
genuineness of all signatures, the authenticity
of all documents submitted to us as originals,
and conformity with the originals of all
documents submitted to us as copies thereof. In
addition, we have made such other examinations
of law and fact as we have deemed relevant in
order to form a basis for the opinion
hereinafter expressed.
Based upon the foregoing, we are of the opinion
that the Shares are validly issued, fully paid
and nonassessable.
We hereby consent to the use of this opinion as
an Exhibit to the Registration Statement and to
all references to this Firm under the caption
"Interests of Named Experts and Counsel in the
Registration Statement.
Very truly
yours,
/S/ Arthur J.
Frost
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITOR
Janet Loss, C.P.A., P.C.
Certified Public Accountant
1777 S. Harrison Street
Suite 2100
Denver, CO 80210
The Board of Directors
PARAGON POLARIS STRATAGIES.COM INC.
404 Scott Point Drive
Salt Spring Island, BC V8K 2R2
Canada
Dear Sirs:
This letter will authorize you to include the
Audit of your company dated December 31, 1999
and the Audit Report dated March 9, 2000 in the
Registration Statement currently under review
with the Securities and Exchange Commission.
Yours Truly,
/S/ Janet Loss, C.P.A., P.C.
Janet Loss, C.P.A., P.C.
March 9, 2000
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