UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
NOVEMBER 20, 2002
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Date of Report (Date of earliest event reported)
PARAGON POLARIS STRATEGIES.COM, INC.
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(Exact name of registrant as specified in its charter)
NEVADA 333-32634 76-0609444
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(State or other (Commission (IRS Employer
jurisdiction of incorporation) File Number) Identification No.)
3215 MATHERS AVENUE
WEST VANCOUVER, BC, CANADA V7V 2K6
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(Address of principal executive offices) (Zip Code)
604-913-8355
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Registrant's telephone number, including area code
NOT APPLICABLE
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(Former name or former address, if changed since last report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
None.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
None.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
None.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
None.
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
The Company has entered into an agreement to merge with Icoworks, Inc.
(www.icoworks.com), a Nevada corporation that specializes in offering a complete
array of industrial, oilfield and commercial appraisal, liquidation and auction
services.
The Board of Directors of the Company have also approved a two-for-one split of
the Company's common stock to be effective December 2, 2002 or such later date
that is acceptable to NASD. The Company's authorized capital will be increased
from 25,000,000 shares to 50,000,000 shares of common stock in connection with
the stock split. Each shareholder will be entitled to exchange their share
certificates for new share certificates reflecting the post-split shares
subsequent to the effective date.
Under the terms of the merger agreement, the Company will issue shares of its
common stock to the shareholders of Icoworks on a one-for-one pre-split basis.
The Company anticipates issuing 6,357,460 pre-split shares on completion of the
merger based on the current outstanding number of shares of Icoworks. In
addition, the Company will issue options and warrants to the current
optionholders and warrantholders of Icoworks on a one-for-one pre-split basis.
The completion of the merger will be subject to approval by the shareholders of
both the Company and Icoworks. The Company will be proceeding with the filing
of a registration statement with the Securities and Exchange Commission in
connection with obtaining shareholder approval of the merger. The number of
shares and the options and warrants to be issued on completion of the merger
will be adjusted to account for the stock split.
The Company has adopted the business name of "Icoworks, Inc." pending completion
of the merger. The Company will be applying to NASD for a new trading symbol
reflecting this business name.
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ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS
None.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
None.
(B) PRO FORMA FINANCIAL INFORMATION.
None.
(C) EXHIBITS.
EXHIBIT DESCRIPTION
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10.1 Merger Agreement between Paragon Polaris Strategies.com Inc. and
Icoworks, Inc.
99.1 News Release dated November 20, 2002
ITEM 8. CHANGE IN FISCAL YEAR
None.
ITEM 9. REGULATION FD DISCLOSURE
None.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PARAGON POLARIS STRATEGIES.COM INC.
Date: November 20, 2002
By: /s/ ROBERT FOO
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ROBERT FOO
President and CEO