Registration Number 333-32634
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549
Amendment #6 to
Form SB-2
Amended Form SB - 2REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
PARAGON POLARIS STRATEGIES.COM INC.
(Exact name of registrant as specified
in its charter)
Nevada 0273 76-0609444
(State or jurisdiction (Primary Standard (I.R.S.
of incorporation or Industrial Classification Employer
organization) Code Number) Identification No.)
3215 Mathers Avenue, West Vancouver, B.C. V7V 2K6 Canada
(Address, including zip code, and telephone number,
including area code,
of registrant's principal executive offices)
Agent for Service: With a Copy to:
Robert Foo Christopher J. Moran, Jr.
Paragon Polaris Strategies.com Inc. 4625 Clary Lakes Drive
3215 Mathers Avenue Roswell, Georgia 30075
West Vancouver, B.C. V7V 2K6 Canada Telephone: (770) 518-9542
(604) 913-8355 Fax: (770) 518-9640
(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. [ ]
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title Amount Maximum Maximum Amount of
of each To be Offering Aggregate Registration
Class of Registered Price Offering
Securities per unit price Fee
to be
registered
$
Common 1,000,000 $ .20 per 200,000.00 $ 56.00
stock shares share
No exchange or over-the-counter market exists for Paragon
Polaris Strategies.com Inc. common stock. The average price
paid for Paragon Polaris Strategies.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.
SUBJECT TO COMPLETION
Prospectus
*****,2001
PARAGON POLARIS STRATEGIES.COM, INC.
1,000,000 Shares of Common Stock to be sold by the
registrant as issuer.
This is the initial public offering of common stock of
Paragon Polaris Strategies.com Inc. and no public market
currently exists for these shares. There is no minimum
number of shares that are required to be sold or escrow
arrangements, no commissions will be paid and the price of
the common shares of this offering was arbitrarily set.
Paragon Polaris Strategies.com Inc. is offering for sale up
to one million shares of its common stock on a "self-
underwritten" best efforts basis at a price of $0.20 per
share for a period of one hundred and eighty days following
the effective date of this prospectus.
This investment involves a high degree of risk. See "Risk
Factors" beginning on page 1.
Price to Public Underwriting Proceeds to Paragon
Commissions Polaris Strategies
Com Inc.
Per Share: $020 per share $0 $0.20 per share
Total Offering: $0.20 per share $0 $200,000
____________________________________________________________
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. The SEC has not
made any recommendations that you buy or not buy the shares.
Any representation to the contrary is a criminal offense.
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.
TABLE OF CONTENTS
PARAGON POLARIS STRATEGIES.COM INC.
Summary Information and Risk Factors 1
- We have had losses since inception and expect such
losses to continue for the foreseeable future..................1
- We do not have substantial assets and are totally
dependent on the proceeds of this offering......................2
- We do not have any additional sources of funding for
our proposed operations and we may be unable to find any if
needed.........................................................2
- We are dependent on our directors who will not devote
their full time and attention to our affairs and this could
result in delays or business failure ..........................3
- Dependence on officers and directors who have no
experience in the marketing and brokering of vitamins
could result in delays or business failure.....................3
- We are totally dependent on one supplier and one
website and any difficulties with these could seriously
affect our chances of success................................3
- We are totally dependant on one manufacturer.................4
Use of Proceeds 5
Determination of Offering Price 6
Dilution 6
Plan of Distribution 7
Legal Proceedings 7
Directors, Executive Officers, Promoters and Control Persons 8
Security Ownership of Certain Beneficial Owners and Management 8
Description of Securities 10
Disclosure of the Commission Position on the Indemnification
for Securities Act Liabilities 11
Organization Within Last Five Years 11
Description of Business 11
Management's Discussion and Analysis or Plan of Operation 11
Description of Property 24
Certain Relationships and Related Transactions 24
Market for Common Equity and Related Shareholder Matters 24
Executive Compensation 25
Financial Statements 26
Changes In and Disagreements With Accountants on Accounting
and Financial Disclosure 40
Paragon Polaris Strategies.com Inc. is a corporation formed
under the laws of the State of Nevada on May 27, 1999 whose
principal executive offices are located in West Vancouver,
British Columbia, Canada.
The primary objective of the business is designed to market
high-quality, low-cost vitamins, minerals, nutritional
supplements, and other health and fitness products to
medical professionals, alternative health professionals,
martial arts studios and instructors, sports and fitness
trainers, other health and fitness professionals, school and
other fund raising programs and other similar types of
customers via the Internet for sale to their clients. Our
license is for the states of Idaho and Oregon. We are a
shell corporation in the development stage and have no
revenues.
Name, Address, and Telephone Number of Registrant
Paragon Polaris Strategies.com, Inc.
3215 Mathers Avenue
West Vancouver, BC V7V 2K6, CANADA
(604) 913-8355
The Offering
- - Price per share offered $0.20
- - Common Stock offered by the company 1,000,000 shares
- - Common stock to be outstanding after the
offering assuming all shares are sold 3,600,000 shares
- - Common stock to be outstanding after
the offering 3,100,000 shares
assuming 50% of shares offered are sold
- - Use of proceeds -
to fund marketing and setting up of dealers to
handle line of vitamins and mineral supplements.
Risk Factors
Risk factors affecting operating results
We have had losses since inception and expect such losses to
continue for the foreseeable future.
Paragon Polaris has never had any revenues. Costs have been
incurred to set up the business plan and to get into
business. While the licensor, VitaMineralHerb.com, has set
up the master web page and organized the processing of
purchases, we must provide our own accounting systems and
sales planning including finding and hiring good, reliable
sales people. These efforts will use our cash reserves. We
will not have any substantial cash reserves until this
offering is complete. If we are unable to sell the entire
offering of 1,000,000 shares, we may not be able to get into
business. This could have a serious affect on the price of
our stock and you could lose your entire investment.
Once we get into business and sales begin, we still expect
to lose money for a considerable period. We will record
losses until our profits from sales exceed our expenses. If
we do not accomplish this, any and all funds that we have in
reserve will be used up. You should consider these facts
carefully before you invest.
We do not have substantial assets and are totally dependent
upon the proceeds of this offering.
Paragon Polaris has had no funding and owned no assets as of
March 31, 2001. We do not have sufficient capital to
properly get into business. Our success, if any, of
establishing our business, creation of sales and follow-up
service depends upon raising $200,000 of new capital through
this offering. Management estimates that our minimum
expenses for the first twelve months of operation will be
$150,000. That figure represents approximately 75% of the
total proceeds from this offering. Our inability to raise
the entire proceeds of this offering could result in a loss
of your entire investment.
We do not have any additional sources of funding for our
proposed operations and we may be unable to find any if
needed.
You should be aware of one fact: if this offering is
unsuccessful we will be unable to implement our business
plan unless and until a new source of acceptable financing
is found. Such an alternative source of funding may never
be found.
No other source of capital has been approached and we do not
have any other sources readily available. If other sources
are available we have no idea whether capital can be
obtained on terms and conditions that are acceptable.
Further, any such financing may be upon terms that result in
dilution or considerable lessening of value of the shares
currently held by our shareholders.
Should this offering be unsuccessful we would be faced with
several options:
- - cease operations and go out of business completely;
- - begin looking for additional capital on terms that are
acceptable;
- - bring in additional capital that involves a change of
control; or
- - seek an acquisition candidate that seeks access to the
public marketplace and sources of financing, complete a
merge or reverse takeover and probably enter into a
completely different line of business.
In the event of any of the above you could lose all of
substantially all of your entire investment.
We are dependent on our directors who will not devote their
full time and attention to our affairs and this could result
in delays or business failure.
Our two officers and directors are both employed on a full
time basis with other companies. Loss of any of their
services may hamper our ability to implement our business
plan, and could cause our stock to become worthless. We
will be heavily dependent upon our two directors
entrepreneurial skills and experience to implement our
business plan. Their inability to devote full time and
attention to our affairs could result in delays in getting
into our proposed business. They currently spend only two
to three hours per week on the business and affairs of
Paragon Polaris.
We do not have an employment agreement with either of our
directors and there is no assurance that they will continue
to manage our affairs in the future. We could lose the
services of one or both of our officers and directors, or
they could decide to join a competitor or otherwise compete
with us directly or indirectly. This would have a negative
affect on our proposed business and could cause the price of
the stock to be worthless. The services of our officers and
directors would be difficult to replace. Because investors
will not be able to evaluate the merits of our business
decisions, they should carefully and critically assess the
background of each director.
Dependence on officers and directors who have no experience
in the marketing and brokering of vitamins could result in
delays or business failure.
Neither of our directors or officers has any experience in
marketing and brokering of vitamins. . We will likely need
to rely on others who understand that business. Because of
this lack of experience, we may overestimate the
marketability of the products and may underestimate the
costs and difficulties of selling or brokering the products.
These difficulties could prevent us from ever becoming
profitable..
We are totally dependent on one supplier and one website and
any difficulties with these could seriously affect our
chances of success.
Vitamineralherb.com, the licensor is both the supplier of
all of our products and maintains the website that gives our
potential customers, if any, access to those products. If
for any reason the licensor has a problem, whether it be
technical, financial or a default under the licensor's
agreement with it's supplier it will have a direct impact
upon our sales and revenues, if any. Any permanent
disruption of VitaMineralHerb.com's ability to supply us
with products or with it's ordering method via the Internet
would put us out of business or at the very least cause a
major reorganization to secure new products and a new
website. The effect on the value of our common stock would
be very negative. Some points of specific concern are:
- we have only one supplier;
- we have only one ordering facility: the
Vitamineralherb.com website;
- Vita mineralherb.com has only one suppler; and
- Vitamineralherb.com is dependent on many licensees
getting into business and being successful.
We are totally dependant on one manufacturer.
Alta Natural Herbs and Supplements, Ltd., a British
Columbian corporation organized in 1993, is the sole
proposed manufacturer of our proposed products. We are
totally dependant upon that company for the manufacture of
our products and the failure or inability of Alta Natural
Herbs and Supplements Ltd. to continue to manufacture our
products would leave us without product and cause us to
cease operations. According to the quarterly report of Alta
Natural Herbs and Supplements Ltd. as submitted to the
Canadian Venture Exchange on July 3, 2001, Alta Natural
Herbs and Supplements Ltd. had a net loss of ($270,566) for
the six month period ended April 30, 2001. This included a
loss of ($199,910) from operations. Alta Natural Herbs and
Supplements Ltd. has never operated at a profit and has
incurred losses from operations since inception..
Our management has no experience in negotiating contracts
with vitamin manufacturers or producers. In the event Alta
Natural Herbs and Supplements Ltd. is unable or unwilling to
supply our needs, it may be impossible for management to
acquire vitamins on acceptable terms or at acceptable price
and we may be unable to commence or continue our proposed
operations.
Risks related to the securities market
There is no liquidity for our common stock
There is presently no demand for the common stock of our
company. There is presently no public market in the
shares. While we intend to apply for a quotation on the Over
the Counter Bulletin Board, we cannot guarantee that our
application will be approved and our stock listed and quoted
for sale.
Our common stock has no prior market and resale of your
shares may be difficult.
There is no public market for our common stock and no
assurance can be given that a market will develop or that
any shareholder will be able to liquidate their investment
without considerable delay, if at all.
The trading market price of our common stock may decline
below the price at which it was sold . If a market should
develop, the price may be highly volatile. In addition, an
active public market for our common stock may not develop or
be sustained.
Use of Proceeds
Table 1-Sale of 100% of Table 2-Sale of 50% of
Issuer stock offered: Issuer stock offered:
Gross Proceeds $200,000 $100,000
Less expenses of offering:
Legal Fees 30,000 30,000
Accounting 10,000 10,000
Electronic filing and printing 5,000 5,000
Net Proceeds 155,000 55,000
Use of net proceeds:
Start up costs (office equipment,
Telephone system, computers
and software) 60,000 40,000
Recruiting and salaries 45,000 15,000
Working Capital 50,000 0
Total Use of Proceeds 200,000 100,000
Table 3-Sale of 25% of Table 4-Sale of 10% of
Issuer stock offered: Issuer stock offered:
Gross Proceeds $50,000 $20,000
Less expenses of offering:
Legal Fees 30,000 30,000
Accounting 10,000 10,000
Electronic filing and printing 5,000 5,000
Net Proceeds 5,000 (25,000)
Use of net proceeds:
Start up costs (office equipment,
Telephone system, computers
and software) 5,000 0
Recruiting and salaries 0 0
Working Capital 0 0
Total Use of Proceeds 50,000 20,000
As the four tables above indicate:
- - We will not have sufficient funds to commence
operations unless substantially all of the 1,000,000 common
shares being offered by us are purchased. If we only sell
500,000 common shares, our start up costs will be reduced
from $60,000 to $40,000 and recruiting and salaries will be
reduced from $45,000 to $15,000. In addition, if we sell
only 500,000 of our common shares we would have no working
capital with which to deal with unanticipated expenses and
contingencies.
- - In the event we only sell 250,000 of our common shares
we would only be able to pay our attorneys, accountants,
electronic filing and printing expenses. The $5,000
remaining for start up costs would be totally inadequate and
we would not have any funds for hiring personnel.
- - If we only sold 100,000 of our common shares, we would
not have adequate funds to pay our attorneys, accountants,
electronic filing and printing costs and would owe $25,000
to such individuals and entities. In addition, there would
be absolutely no funds for start up costs, recruiting and
salaries and working capital.
We have estimated that we will have approximately
$50,000 working capital if all of the 1,000,000 common
shares being offered by us are sold. This money will be
used for contingency and/or additional unanticipated
expenses of getting the business started. This money may or
may not be enough to run the business until sales revenues
can take over. If it is not enough we will be forced to
look for more funding. No arrangements have been made for
this funding.
Determination of Offering Price
The offering price of this issue was set in a purely
arbitrary manner. We determined the amount of money needed
to start the business; added a contingency amount; allowed
for printing, legal and accounting costs. We 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 if
they were all sold at a specific price at the same time.
Dilution
Prior to this offering Paragon Polaris has 2,600,000 shares
of stock issued and outstanding. The following table
illustrates the difference between prices paid by present
shareholders and subscribers to this offering.
The following table illustrates the difference between the
price paid by present shareholders and the price to be paid
by subscribers to this offering.
Percentage of Percentage of Percentage Percentage
Consideration Consideration of Shares of Shares
Price Paid 50% Subscription 100%Subscription Held - 50% Held - 100%
Present
Shareholders $ 0.005 11.10 05.88 83.87 72.23
Subscribers $ 0.20 28.90 94.12 16.13 27.77
"Dilution" means the difference between our public offering
price ($0.20 per share) and our pro forma net tangible book
value per share after giving effect to this offering. Net
tangible book value per share is determined by dividing our
tangible net worth, consisting of tangible assets less total
liabilities, by the number of shares outstanding. The
following table will show the net tangible book value of our
shares both before and after the completion of this
offering.
Public offering price per share
$0.20
Net tangible book value per share before offering ($0.0001)
Increase per share attributable to public investors $0.043
Pro forma net tangible book value per share after offering $0.043
Dilution per share to public investors $0.157
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, pursuant Rule 3a4-1 of the
Securities Exchange Act of 1934, to sell directly to the
public with no commission or other remuneration payable.
The officers and directors will mail this prospectus
directly to former investors, family, friends and business
associates. The prospectus will also be shown to other
persons that the officers and directors think would have an
interest in investing in Paragon Polaris. In addition, we
plan on asking for further references from each new
subscriber.
Legal Proceedings.
We are not aware of any legal proceedings that have been or
are currently being undertaken for or against Paragon
Polaris nor is any contemplated.
Directors, executive officers, promoters and control
persons.
The directors and executive officers currently serving
Paragon Polaris 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 stockholders.
Thereafter, directors will be elected for one-year terms at
the annual stockholders' meeting. Officers will hold their
positions at the pleasure of the board of directors, absent
any employment agreement, of which none currently exists or
is contemplated. There is no arrangement or understanding
between the directors and officers and any other person
pursuant to which any director or officer was to be selected
as a Director or Officer.
Biographical information
Robert Foo. Robert Foo, a native of Malaysia and a Canadian
citizen, is the President and a Director of Paragon Polaris.
In 1975 he graduated from Southern Alberta Institute of
Technology with a degree in Business Administration. From
1975 to 1977 Mr. Foo was in the management program of the
Denny?s Restaurant chain. From 1977 through 1980 he was a
sale agent for The Metropolitan Life Insurance Company.
From 1980 to 1986 he was a sales representative of Seaboard
Life Insurance. Mr. Foo served as the promoter of Archer
Communications, Inc. from 1986 to 1988 and currently is
President and Chief Executive Officer of Trans Asia
Resources, Inc., an oil and gas exploration company,
currently engaged in drilling in Texas in conjunction with
NYSE listed Apache Petroleum, Inc.
Samuel Lau. Mr. Lau is the Secretary Treasurer and a
Director of Paragon Polaris.
Since July, 1998 he has served the corporate secretary and
office manage of Trans Asia Resources, Inc. an oil and
gas exploration company. For the two years preceding June,
1998, Mr. Lau was a supervisor at a large Travel Agency,
Happy Times Travel. From November, 1996 to May, 1998 he was
a travel consultant with Quality Travel. From 1991 through
1993 he was a sales representative for Key Jewelry. Mr. Lau
attended York University, Toronto Ontario.
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. Also included
are the shares held by all executive officers and directors
as a group.
Number of Percent of
Shares Owned
Name and Address Beneficially Class Owned
Robert Foo 250,000 9.62
4138 Staulo Crescent
Vancouver, BC V8N 3S2
Samuel Lau 250,000 9.62
#211 - 1503 West 66th Avenue
Vancouver, BC V6P 2R8
Marie M. Charles 200,000 7.70
Po Box 4456
Pasadena, TX 77503
Roy Donovan Hinton Jr. 200,000 7.70
9200 Alemeda Genoa Road
Houston, TX 77075
Darren Quan 200,000 7.70
313 Oakhaven Drive
Pleasanton, TX 78064
George R. Quan 200,000 7.70
29 King Street
Belize City, Belize
Marsha Quan 200,000 7.70
313 Oakhaven Drive
Pleasanton, TX 78064
All directors and executive
Officers as a group (2 persons)
500,000 19.23 %
The persons listed are the sole officers and directors of
Paragon Polaris
Conflicts of Interest
The officers and directors will only devote a small portion
of their time to the affairs of Paragon Polaris, currently
estimated to be no more than two to three hours per week.
There will be occasions when the time requirements of the
business conflict with the demands of their other business
and investment activities. We may need to employ additional
personnel. If this happens, we cannot be sure that good
people will be available and if they are available, we can
get them at a price we can afford.
There is no procedure in place, which would allow either Mr.
Foo or Mr. Lau to resolve potential conflicts in an arms-
length fashion. We must rely on them to use their
discretion to resolve these conflicts.
Description of securities
Common Stock.
The Articles of Incorporation of Paragon Polaris authorize
the issuance of 25,000,000 shares of common stock. Each
holder of record 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 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. In the event of
liquidation, dissolution or winding up of the affairs of the
Paragon Polaris, holders are entitled to receive, ratably,
the net assets available to stockholders after distribution
is made to the preferred shareholders, if any.
Holders 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 issued
will be duly authorized, validly issued, fully paid, and non
assessable. If additional shares of Paragon Polaris common
stock are issued, the relative interests of then existing
stockholders may be diluted.
Transfer Agent
Paragon Polaris 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 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's Articles of
Incorporation provide that Paragon Polaris 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 directors or officers of Paragon
Polaris, 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'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 Nevada 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 pursuant to
provisions of the State of Nevada, Paragon Polaris 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 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 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
On July 1, 1999 Paragon Polaris received from David R.
Mortenson & Associates of Alvin, Texas, the rights to
distribute and produce, in the state of Pennsylvania, an
oxygen enriched water product for fish farming, aquaculture,
mariculture, poultry raising, and for treating animal waste
from dairies, feedlots of all kinds, and for other similar
uses. These production and distribution rights were
received from Mortenson and Associates in exchange for
2,000,000 shares of common stock. Mortenson acquired these
rights from the inventors of the product, N. W.
Technologies, Inc. under a distribution agreement. Several
months later the contract granting David R. Mortenson &
Associates rights to the technology was withdrawn.
Mortenson sued NW Technologies Inc. in Harris County Court,
Houston Texas.
To compensate for the possibility that we could lose our
principal asset and the obvious delay that this dispute and
court action has caused, David R. Mortenson & Associates has
agreed to suspend all financial requirements that are due or
will be due in the future until the dispute with NW is
resolved. They have also agreed to grant an alternative
license to Paragon Polaris for the distribution of vitamin
and herbal supplements for the states of Idaho and Oregon.
This license will enable us to create a business plan and
start the process of getting into business.
The License.
Paragon Polaris has a three year license to market and sell
vitamins, minerals, nutritional supplements, and other
health and fitness products to medical professionals,
alternative health professionals, martial arts studios and
instructors, sports and fitness trainers, other health and
fitness professionals, school and other fund raising
programs and other similar types of customers. All of
these individuals and organizations will order their
products directly from VitaMineralHerb.com via the Internet
for sale to their clients. The license will be automatically
renewed unless Paragon Polaris or VitaMineralHerb.com gives
the other notice of its intent not to renew.
Vitamineralherb.com Inc. is a Nevada corporation formed on
April 2,1999. It is a privately held company that was
formed specifically to act as a clearing facility that would
distribute health and nutrition products through
distributors in exclusive, defined territories. The
President of Vitamineralherb.com is David R. Mortenson.
Vitamineralherb.com entered into an agreement with Alta
Natural Herbs & Supplements, Ltd. of Richmond, British
Columbia, Canada to manufacture and distribute products
produced by Alta Natural Herbs & Supplements, Ltd.
Vitamineralherb.com Inc. will have no inventory and will
drop ship all orders through Alta Natural Herbs &
Supplements, Ltd.
As a licensee of VitaMineralHerb.com, Paragon Polaris
eliminates the need to develop products, store inventory,
build and maintain a website, establish credit card
processing and develop a fulfillment system. This enables us
to focus strictly on marketing and sales. Paragon Polaris
plans to target health and fitness professionals in Idaho
and Oregon who wish to offer health and fitness products to
their customers.
Paragon Polaris and its customers will have access to all
products offered on the VitaMineralHerb.com website, as well
as the ability to order custom-formulated and custom-labeled
products. VitaMineralHerb.com sets the price for products
based on the manufacturer's price, plus a markup that
provides a 10% commission to VitaMineralHerb.com and a
profit for Paragon Polaris.
Three different labeling options are available to customers:
- products may be ordered with the manufacturer's
standard label with no customization.
- the fitness or health professional may customize the
labels by adding its name, address, and phone number to the
standard label. In most cases, these labels would be a
standardized label with product information and a place on
the label for the wording "Distributed by". This gives the
health and fitness professionals a competitive edge.
- labels may be completely customized for the health or
fitness professional.
When a fitness or health professional becomes a client, the
Paragon Polaris salesperson will show the client how to
access the VitaMineralHerb.com website. The client is
assigned an identification number that identifies it by
territory, salesperson, and business name, address, and
other pertinent information. The health or fitness
professional may then order the products it desires directly
through the VitaMineralHerb.com website, paying for the
purchase with a credit card, electronic check or "e-check",
or debit card. All products will be shipped by the
manufacturer directly to the professional or its clients.
Paragon Polaris 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 website is maintained by VitaMineralHerb.com and each
licensee pays an annual website maintenance fee of $500. All
financial transactions will be handled by
VitaMineralHerb.com's Internet clearing bank. The
VitaMineralHerb.com webmaster will download e-mail orders
several times a day, check with the clearing bank for
payment and then submit the product order and electronic
payment to Alta Natural Herbs & Supplements, Ltd.
VitaMineralHerb.com then forwards the money due Paragon
Polaris via electronic funds transfer.
VitaMineralHerb.com software will track all sales through
the customer's identification number, and at month end, e-
mail to Paragon Polaris a detailed report including sales
commissions. VitaMineralHerb.com has indicated that it will
use e-commerce advertising such as banner ads on major
servers and web sites, as well as attempting to insure that
all major search engines pick VitaMineralHerb.com first. All
sales originating from the website to customers located in
Idaho and Oregon will automatically be assigned to Paragon
Polaris
Background on the Manufacturer and Distributor.
Vitamineralherb.com Inc. is a Nevada corporation formed on
April 2,1999. It is a privately held company that was
formed specifically to act as a clearing facility that would
distribute health and nutrition products through
distributors in exclusive, defined territories. The
President of Vitamineralherb.com is David R. Mortenson.
On July 10, 2001, Vitamineralherb.com entered into a
manufacturing agreement with Alta Natural Herbs and
Supplements Ltd., a publicly held nutraceuticals
manufacturing firm, located in Richmond, British Columbia,
Canada listed on the Canadian Venture Exchange under the
symbol AHS. Alta Natural Herbs and Supplements Ltd. has been
a contract manufacturer of vitamin, mineral, nutritional
supplement, and alternative health products for various
marketing organizations for approximately eight years. Alta
Natural Herbs and Supplements Ltd. incurred a net loss of
$270,566 for the six month period ended April 30, 2001 and
incurred a loss of $244,536 over the same six month period
in 2000. Alta Natural Herbs and Supplements Ltd. has never
operated at a profit since its inception in 1993.
As of April 30, 2001, Alta Natural Herbs and Supplements
Ltd. had total assets of $1,019,204 and current assets of
$590,797, total liabilities and current liabilities of
$309,432 and a net worth of $709,672.
In addition to a line of standard products, Alta Natural
Herbs and Supplements Ltd. is able to manufacture custom
blended products for customers. Alta Natural Herbs and
Supplements Ltd. also has the capability to supply
privately labeled products for Paragon/Polaris Inc.
customers at a minimal added cost. Vitamineralherb.com has
just begun developing its vitamin marketing and
distributorship business.
Implementation of the business plan.
Paragon/Polaris Inc.'s business plan is to sell
Vitamineralherb.com products to targeted markets. If we
are unable to sell 1,000,000 shares we will not be able to
fully implement the business plan shown in the milestones
below and your investment may become worthless.
Paragon/Polaris Inc. shall employ salespeople to call on
medical professionals, alternative health professionals,
martial arts studios and instructors, sports and fitness
trainers, other health and fitness professionals, school and
other fund raising programs and other similar types of
customers to interest these professionals in selling to
their clients high-quality, low-cost vitamins, minerals,
nutritional supplements, and other health and fitness
products. These professionals would sell the products to
their clients and order them through the Internet.
Milestones:
- - Establishment of an office - .July, 2001 One
administration office is planned for both states. Sales
people would office in their own homes. The one office that
we would establish would act as a coordinating and business
office, looking after sales support, book keeping and
payroll. We estimate that office space will cost in the
neighborhood of $16 per square foot including taxes and
insurance. We estimate that we will require about 1,000
square feet initially. We will be unable to obtain this
milestone unless we are able to sell at least half of the
common shares offered by us in this offering. If we are
unable to raise sufficient funds for office space, we will
consider other options such as having sales persons
operating out of their homes, but we currently have no
contingency plan for this.
- - Recruiting and training of sales people - 3rd quarter
2001. We estimate that we will require two sales people to
cover the states of Oregon and Idaho; one headquartered in
the state of Idaho and the other located in Oregon. Sales
people will be provided with a basic draw against
commissions of $1,000 per month. Our plan is have them
initially cover the major cites, thereby keeping expenses to
a minimum. Rural Oregon and Idaho with hundreds of small
towns and villages will be pre-qualified by telephone and
then paid a sales call. Cost of recruiting is estimated at
$3,000. The sale of at least 500,000 common shares by us
would raise approximately enough money to obtain this
milestone.
- - Advertising - beginning August, 2001. We envision
advertising of our products and services as a very low-keyed
approach. We believe that direct mail is the best and most
cost effective method of reaching our potential clients.
Due to the fact that we are targeting a fairly narrow
segment of the population as potential retailers, a well-
designed mail piece and cover letter with follow up by
telephone should be adequate to introduce us to our
potential clients. Design and production of a mailing piece
is estimated at $7,000. If we are unable to sell the
1,000,000 common shares offered by us in this offering we
would be unable to meet any advertising costs.
- - Generation of Revenues - September-October, 2001.
Management of Paragon Polaris believes that a planned, slow-
but-steady growth pattern will serve the organization in the
best fashion. By keeping costs low and concentrating first
on the major centers, we believe that we can generate
revenues in a fairly short time period but there can be no
assurance of this. We hope that each initial order will
provide a comparatively large purchase by the retailer.
After that the distributors will order product as they
require it. We believe that the initial surge of orders
will provide enough cash flow to keep from using our working
capital too rapidly and that we will be able to reach a
break-even point or a small profit position before our
capital is used up.
If the net proceeds received from this offering are not
enough to accomplish those things we will have to obtain
additional financing through an additional offering, bank
borrowing or through capital contributions by current
shareholders. No commitments to provide additional funds
have been made by management or shareholders. You cannot be
sure that any additional funds will be available on terms
acceptable to Paragon Polaris or at all. We expect to
begin earning revenues shortly after a sales force is in
place but there can be no assurance of this.
Growth of the Internet and electronic commerce.
The Internet has become an increasingly significant medium
for communication, information and commerce. According to
NUA Internet Surveys, as of February 2000, there were
approximately 275.5 million Internet users worldwide. At the
IDC Internet Executive Forum held on September 28-29, 1999,
IDC stated that in 1999 US $109 billion in purchases were
impacted by the Internet. IDC's vice president, Sean Kaldor,
indicated that figure is expected to increase more than ten-
fold over the next five years to US $1.3 trillion in 2003,
with $842 million completed directly over the Web. Paragon
Polaris believes that this dramatic growth presents very
real opportunities for online retailers.
The vitamin, supplement, mineral and alternative health
product market
In recent years, a growing awareness of vitamins, herbs, and
other dietary supplements by the general public has created
a whole new segment in the field of medicine and health care
products. According to Jupiter Communications, online sales
of such products are expected to be $434 million in the year
2003, up from $1 million in 1998. Paragon Polaris believes
that several factors are driving this growth, including a
rapidly growing segment of the population that is concerned
with aging and disease. There is also a growing interest in
preventative health care, favorable consumer attitudes
toward alternative health products and a favorable
regulatory statute, the Dietary Supplement Health and
Education Act of 1994.
The electronic commerce industry is new, rapidly evolving
and intensely competitive, and Paragon Polaris expects
competition to intensify in the future. Barriers to entry
are minimal and current and new competitors can launch sites
at a relatively low cost. In addition, the vitamin
supplement, mineral and alternative health product market is
very competitive and highly fragmented, with no clear
dominant leader and increasing public and commercial
attention.
Our competitors can be divided into several groups
including:
- traditional vitamins, supplements, minerals and
alternative health products retailers;
- the online retail initiatives of several traditional
vitamins, supplements, minerals and alternative health
products retailers;
- online retailers of pharmaceutical and other health-
related products that also carry vitamins, supplements,
minerals and alternative health products;
- independent online retailers specializing in vitamins,
supplements, minerals and alternative health products;
- mail-order and catalog retailers of vitamins,
supplements, minerals and alternative health products, some
of which have already developed online retail outlets; and
- direct sales organizations, retail drugstore chains,
health food store merchants, mass market retail chains and
various manufacturers of alternative health products.
Many of our potential competitors have longer operating
histories, larger customer or user base, greater brand
recognition and significantly greater financial, marketing
and other resources than we have.
Even if we sell all of
the 1,000,000 common shares being offered by us in this
offering, we would only have a maximum of $50,000 in working
capital and therefore would probably continue at a
competitive advantage with respect to established companies.
In addition, an online retailer may be acquired by, receive
investments from, or enter into other commercial
relationships with, larger, well-established and well-
financed companies as use of the Internet and other
electronic services increases.
Competitors have and may continue to have aggressive pricing
policies and devote substantially more resources to website
and systems development than Paragon Polaris does. Increased
competition may result in reduced operating margins and loss
of market share.
We believe that the principal competitive factors in its
market are:
- ability to attract and retain customers;
- variety of product selection;
- product pricing;
- ability to customize products and labeling;
- quality and responsiveness of customer service.
We believe that we can compete favorably on these points.
However, we will have no control over how successful our
competitors are in addressing these factors. In addition
Paragon Polaris online competitors can duplicate many of the
products or services offered on the VitaMineralHerb.com
site.
We believe that traditional retailers of vitamins,
supplements, minerals and other alternative health products
face several challenges in succeeding.
- Lack of convenience and personalized service.
Traditional retailers have limited store hours and
locations. Traditional retailers are also unable to provide
consumers with product advice tailored to their particular
situation.
- Limited product assortment. The capital and real estate
intensive nature of store-based retailers limit the product
selection that can be economically offered in each store
location.
- Lack of customer loyalty. Although the larger
traditional retailers often attract customers, many of these
customers are only one-time users. People are often
attracted to the name brands, but find the products too
expensive.
- the multilevel structure of some marketing
organizations mandates high prices.
As a result we believe there is significant unmet demand for
a shopping channel like that of VitaMineralHerb.com that can
provide consumers of vitamins, supplements, minerals and
other alternative health products with a broad array of
products and a convenient and private shopping experience.
We hope to attract and retain consumers through the
following key attributes of our business:
- Broad Expandable Product Assortment. Paragon Polaris
product selection is substantially larger than that offered
by store-based retailers.
- Low Product Prices. Product prices can be kept low due
to volume purchases through Paragon Polaris's affiliation
with VitaMineralHerb.com and other licensees. Having no
inventory, warehouse space and the need for limited
administration will also make our prices lower. All products
are shipped from Alta Natural herbs & Supplements Ltd.
inventory.
- Accessibility to Customized Products. At minimal cost,
health and fitness practitioners may offer their customers
customized products.
- Access to Personalized Programs. Health or fitness
professional can tailor vitamin and dietary supplement
regimes to their clients.
Regulatory Environment
The manufacturing, processing, formulating, packaging,
labeling and advertising of the products Paragon Polaris
sells will be subject to regulation by one or more U.S.
federal agencies, including the Food and Drug
Administration, the Federal Trade Commission, the United
States Department of Agriculture and the Environmental
Protection Agency. These activities also may be regulated by
various agencies of the states, localities and foreign
countries in which consumers reside.
The Food and Drug Administration, in particular, regulates
the formulation, manufacture, labeling and distribution of
foods, including dietary supplements, cosmetics and over-the-
counter or homeopathic drugs. Under the Federal Food, Drug,
and Cosmetic Act, the Food and Drug Administration may
undertake enforcement actions against companies marketing
unapproved drugs, or "adulterated" or "misbranded" products.
The remedies available to the Food and Drug Administration
include: criminal prosecution; an injunction to stop the
sale of a company's products; seizure of products; adverse
publicity; and "voluntary" recalls and labeling changes.
Food and Drug Administration regulations require that
certain informational labeling be presented in a prescribed
manner on all foods, drugs, dietary supplements and
cosmetics. Specifically, the Food, Drug, and Cosmetic Act
requires that food, including dietary supplements, drugs and
cosmetics, not be "misbranded". A product may be deemed an
unapproved drug and "misbranded" if it bears improper claims
or improper labeling.
The Food and Drug Administration has indicated that
promotional statements made about dietary supplements on a
company's website may constitute "labeling" for purposes of
compliance with the provisions of the Food, Drug, and
Cosmetic Act. A manufacturer or distributor of dietary
supplements must notify the Food and Drug Administration
when it markets a product with labeling claims that the
product has an affect on the structure or function of the
body. Noncompliance with the Food, Drug, and Cosmetic Act,
and recently enacted amendments to that Act discussed below,
could result in enforcement action by the Food and Drug
Administration.
The Food, Drug, and Cosmetic Act has been amended several
times with respect to dietary supplements, most recently by
the Nutrition Labeling and Education Act of 1990 and the
Dietary Supplement Health and Education Act of 1994. The
Dietary Supplement Health and Education Act created a new
statutory framework governing the definition, regulation and
labeling of dietary supplements.
With respect to definition, the Dietary Supplement Health
and Education Act created a new class of dietary
supplements, consisting of vitamins, minerals, herbs, amino
acids and other dietary substances for human use to
supplement the diet, as well as concentrates, metabolites,
extracts or combinations of such dietary ingredients.
Generally, under the Dietary Supplement Health and Education
Act, dietary ingredients that were on the market before
October 15, 1994 may be sold without Food and Drug
Administration pre-approval and without notifying the Food
and Drug Administration. In contrast, a new dietary
ingredient, i.e., one not on the market before October 15,
1994, requires proof that it has been used as an article of
food without being chemically altered or evidence of a
history of use or other evidence of safety establishing that
it is reasonably expected to be safe.
Retailers, in addition to dietary supplement manufacturers,
are responsible for ensuring that the products they market
for sale comply with these regulations. Noncompliance could
result in enforcement action by the Food and Drug
Administration, an injunction prohibiting the sale of
products deemed to be non-compliant, the seizure of such
products and criminal prosecution.
The Food and Drug Administration has indicated that claims
or statements made on a company's website about dietary
supplements may constitute "labeling" and thus be subject to
regulation by the Food and Drug Administration. With respect
to labeling, the Dietary Supplement Health and Education Act
amends, for dietary supplements, the Nutrition Labeling and
Education Act by providing that "statements of nutritional
support" also referred to as "structure/function claims" may
be used in dietary supplement labeling without Food and Drug
Administration pre-approval, provided certain requirements
are met.
These statements may describe how particular dietary
ingredients affect the structure or function of the body, or
how a dietary ingredient may affect body structure or
function, but may not state a drug claim. Here is an
example: a claim that a dietary supplement will diagnose,
mitigate, treat, cure or prevent a disease. A company
making a "statement of nutritional support" must possess
substantiating evidence for the statement, disclose on the
label that the Food and Drug Administration has not reviewed
the statement and that the product is not intended for use
for a disease and notify the Food and Drug Administration of
the statement within 30 days after its initial use.
It is possible that the statements presented in connection
with product descriptions on VitaMineralHerb.com site may be
determined by the Food and Drug Administration to be drug
claims rather than acceptable statements of nutritional
support. In addition, some of our suppliers may incorporate
objectionable statements directly in their product names or
on their products' labels, or otherwise fail to comply with
applicable manufacturing, labeling and registration
requirements for over-the-counter or homeopathic drugs or
dietary supplements. As a result, VitaMineralHerb.com may
have to remove some statements or products from its site or
modify these statements, names or labels, in order to comply
with Food and Drug Administration regulations. Such changes
could interfere with Paragon Polaris marketing of products
and could cause us to incur significant additional expenses
such as for repackaging and reformulation.
In addition, the Dietary Supplement Health and Education Act
allows the dissemination of "third party literature" in
connection with the sale of dietary supplements to consumers
at retail if the publication meets statutory requirements.
Under the Dietary Supplement Health and Education Act,
"third party literature" may be distributed if, among other
things, it is not false or misleading, no particular
manufacturer or brand of dietary supplement is promoted, a
balanced view of available scientific information on the
subject matter is presented and there is physical separation
from dietary supplements in stores.
The extent to which this provision may be used by online
retailers is not yet clear, and we cannot assure you that
all pieces of "third party literature" that may be put out
in connection with the products Paragon Polaris offers for
sale will be determined to be lawful by the Food and Drug
Administration. Any such failure could make that product an
unapproved drug or a "misbranded" product, and may be
exposing us to enforcement action by the Food and Drug
Administration. This could require the removal of the non-
compliant literature from the VitaMineralHerb.com website or
the modification of Paragon Polaris selling methods. This
could interfere with the marketing of that product and cause
us to incur significant additional expenses.
Given the fact that the Dietary Supplement Health and
Education Act was enacted only five years ago, the Food and
Drug Administration's regulatory policy and enforcement
positions on certain aspects of the new law are still
evolving. Moreover, ongoing and future litigation between
dietary supplement companies and the Food and Drug
Administration will likely further refine the legal
interpretations of that Act. As a result, the regulatory
status of certain types of dietary supplement products, as
well as the nature and extent of permissible claims will
remain unclear for the foreseeable future.
Two areas in particular that pose potential regulatory risks
are the limits on claims implying some benefit or
relationship with a disease or related condition and the
application of the physical separation requirement for
"third party literature" as applied to Internet sales.
In addition to the regulatory situation under the Food, Drug
and Cosmetic Act, the advertising and promotion of dietary
supplements, foods, over-the-counter drugs and cosmetics is
subject to scrutiny by the Federal Trade Commission. The
Federal Trade Commission Act prohibits "unfair or deceptive"
advertising or marketing practices, and it has pursued
numerous food and dietary supplement manufacturers and
retailers for deceptive advertising or failure to
substantiate promotional claims, including, in many
instances, claims made via the Internet.
The Federal Trade Commission has the power to seek
administrative or judicial relief prohibiting a wide variety
of claims, to enjoin future advertising, to seek redress or
restitution payments and to seek a consent order and seek
monetary penalties for the violation of a consent order. In
general, existing laws and regulations apply fully to
transactions and other activity on the Internet. The Federal
Trade Commission is in the process of reviewing its policies
regarding the applicability of its rules and its consumer
protection guides to the Internet and other electronic
media.
The Federal Trade Commission has already undertaken a new
monitoring and enforcement initiative, "Operation Cure-All"
targeting allegedly bogus health claims for products and
treatments offered for sale on the Internet. Many states
impose their own labeling or safety requirements that differ
from or add to existing federal requirements.
Paragon Polaris cannot predict the nature of any future
laws, regulations, interpretations or applications, nor can
it say what effect additional governmental regulations or
administrative orders would have on its business in the
future. Although the regulation of dietary supplements is
less restrictive than that of drugs and food additives, we
cannot be sure that the current laws and regulations
concerning dietary supplements will remain less restrictive.
The manufacturing, processing, formulating, packaging,
labeling and advertising of the products Paragon Polaris
sells may also be subject to regulation by one or more U.S.
federal agencies, including the Food and Drug
Administration, the Federal Trade Commission, the United
States Department of Agriculture and the Environmental
Protection Agency. These activities also may be regulated by
various agencies of the states, localities and foreign
countries in which consumers reside.
Regulation of the Internet.
In general, existing laws and regulations apply to the
Internet. The exact manner in which these laws and
regulations affect the Internet is sometimes uncertain.
Most of these laws were adopted prior to the Internet and do
not address the unique issues of the Internet or electronic
commerce.
Numerous federal and state government agencies have already
demonstrated significant activity in promoting consumer
protection on the Internet. Due to the increasing use of
the Internet as a medium for commerce and communication, it
is possible that new laws and regulations could be passed.
These new laws and regulations could cover issues such as
user privacy, freedom of expression, advertising, pricing,
content and quality of products and services, taxation,
intellectual property rights and information security. The
adoption of such laws or regulations and the way existing
laws and regulations apply to the Internet may slow the
growth of Internet use and result in a decline in Paragon
Polaris sales.
A number of legislative proposals have been made at the
federal, state and local level, and by foreign governments,
that would impose additional taxes on the sale of goods and
services over the Internet, and some states have taken
measures to tax Internet-related activities. Although
Congress recently placed a three-year moratorium on new
state and local taxes on Internet access or on
discriminatory taxes on electronic commerce, existing state
or local laws were expressly excepted from this moratorium.
Once this moratorium is lifted, some type of federal and/or
state taxes may be imposed upon Internet commerce. Such
legislation or other attempts at regulating commerce over
the Internet may substantially affect growth and have a
negative affect on our business.
Employees
Paragon Polaris is a development stage company and currently
has no employees. Paragon Polaris is currently managed by
Robert Foo and Samuel Lau, its officers and directors. We
look to them for their management and financial skills and
talents. Management plans to use consultants, attorneys and
accountants as necessary and does not plan to engage any
full-time employees in the near future other than sales
people to set up accounts.
Available Information and Reports to Securities Holders
Paragon Polaris has filed with the Securities and Exchange
Commission a registration statement on Form SB-2 with
respect to the common stock offered by this prospectus. This
prospectus, which constitutes a part of the registration
statement, does not contain all of the information set forth
in the registration statement or the exhibits and schedules
which are part of the registration statement. For further
information with respect to Paragon Polaris and its common
stock, see the registration statement and the exhibits and
schedules thereto. Any document Paragon Polaris files may be
read and copied at the Commission's public reference room
located at 450 Fifth Street N.W., Washington D.C. 20549.
Please call the Commission at 1-800-SEC-0330 for further
information about the public reference rooms. Paragon
Polaris filings with the Commission are also available to
the public from the Commission's website at
http://www.sec.gov.
Upon completion of this offering, Paragon Polaris will
become subject to the information and periodic reporting
requirements of the Securities Exchange Act of 1934 and,
accordingly, will file periodic reports, proxy statements
and other information with the Commission. Such periodic
reports, proxy statements and other information will be
available for inspection and copying at the Commission's
public reference rooms, and the website of the Commission
referred to above.
Forward looking statements
You should not rely on forward-looking statements in this
prospectus. This prospectus contains forward-looking
statements that involve risks and uncertainties. We use
words such as anticipates", "believes", "plans", "expects",
"future", "intends" and similar expressions to identify
these forward-looking statements. Actual results could
differ materially from those anticipated in these forward-
looking statements for many reasons.
Management's 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 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 states of Idaho and Oregon are very large, making
adequate coverage by one salesperson virtually impossible.
A minimum of two representatives will be necessary. After
opening accounts, these representatives will be necessary to
service existing customers. Research has indicated that
this servicing or detailing of already established accounts
results in better reorders.
Estimated expenses for the next twelve months are as
follows:
Amount
Two sales persons, draw against commissions
@ $1000 per month $ 36,000
Administration $ 12,000
Employee benefits $ 16,000
Office rent $ 12,000
Office supplies, including furniture $ 10,000
Development stage costs, including
recruiting costs $ 1,000
Website maintenance $ 500
Contingency $ 8,850
Total first year expenses $ 97,250
If the maximum proposed offering proceeds of $200,000 are
not received, operations would be scaled down. One sales
person would be hired instead of two; administration would
be handled by an officer and director at no cost. The same
officer and director would supply office space during the
start-up process. Growth would be much slower and Paragon
Polaris would not be able to rent office space and hire
administrative help until sales volumes and gross profits
were large enough. If less than half of our anticipated net
proceeds are received from this offering, management would
be forced to decide whether or not to proceed with the
business and either delay starting or cancel the project
completely.
Description of property.
Paragon Polaris maintains a mailing address at the office of
one of its shareholders, but otherwise does not maintain an
office. We pay no rent and own no real estate.
Certain Relationships and Related Transactions
Prior to the date of this Registration statement Paragon
Polaris issued to ten individuals a total of 2,000,000
shares of common stock in consideration of acquiring the
rights to manufacture and market an oxygen-enhanced product
for use in aquaculture, fish and poultry farming and the
bioremediation of waste ponds and lagoons in the state of
Pennsylvania. David R. Mortenson and Associates acquired
these rights from the inventors of the product, N.W.
Technologies Inc. under a distribution agreement.
In December, 1999 N.W. Technologies unilaterally canceled
its contract and distribution agreement with David R.
Mortenson and Associates. Mortenson and several of the
concerns that have an interest in the technology through
distribution agreements with Mortenson, have filed suit in
Harris County court, Texas against N.W. Technologies Inc,
its officers and directors and several other individuals and
concerns involved with the cancellation and withdrawal.
Paragon Polaris is not withdrawing from its agreement with
Mortenson for the distribution and manufacture of the oxygen-
enhanced products, nor has it any intention of doing so at
the present time. All obligations under that agreement have
been suspended until the lawsuit is resolved.
In order to avoid litigation with Paragon Polaris and to
protect our shareholders Mortenson granted a distribution
license for an Internet based vitamin and health supplement
company. The company, VitaMineralHerb.com, is located San
Diego, California. There was no charge for this
distribution license for the states of Idaho and Oregon.
Market for common equity and related stockholder matters.
Paragon Polaris 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 prospectus, it is the intention of Paragon
Polaris to apply for a trading symbol and a listing to have
its shares quoted on the Over the Counter Bulletin Board.
There can be no assurance that any part of this offering
will be subscribed to and if all or part of the offering is
subscribed to, that the request of Paragon Polaris to have
the price of its stock quoted on the Over the Counter
Bulletin Board will be granted. You should take all of the
above facts into consideration before making a decision to
purchase any amount of Paragon Polaris stock.
Executive compensation
No officer or director of Paragon Polaris has received any
remuneration. Although there is no current plan in
existence, it is possible that Paragon Polaris will adopt a
plan to pay or accrue compensation to its officers and
directors for services related to the implementation of the
business plan. Paragon Polaris has no stock option,
retirement, pension or profit-sharing programs for the
benefit of directors, officers or other employees, but the
Board of Directors may recommend adoption of one or more
such programs in the future.
PARAGON POLARIS STRATAGIES.COM INC.
(A DEVELOPMENT STAGE ENTERPRISE)
INTERIM FINANCIAL STATEMENTS
(PREPARED BY MANAGEMENT)
AS AT MARCH 31, 2001 AND DECEMBER 31, 2000
PARAGON POLARIS STRATEGIES.COM INC.
A DEVELOPMENT STAGE ENTERPRISE
BALANCE SHEETS BALANCE SHEET
AS AT MARCH 31, 2001 December 31, 1999 AND DECEMBER 31, 2000
(PREPARED BY MANAGEMENT)
ASSETS
MARCH DECEMBER
31, 2001 31, 2000
UNAUDITED AUDITED
CURRENT ASSETS:
OTHER ASSETS
LICENSE RIGHTS $ 0 $ 0
TOTAL ASSETS 0 0
LIABILITIES AND STOCKHOLDERS' EQUITY LIABILITIES AND
STOCKHOLDERS' EQUITY
CURRENT LIABILITIES: 0 0
STOCKHOLDERS' EQUITY:
COMMON STOCK, $0.001 PAR
VALUE; 25,000,000 SHARES
AUTHORIZED, AND 2,600,000
SHARES ISSUED AND OUTSTANDING 2,600 2,600
ADDITIONAL PAID-IN CAPITAL 12,055 12,055
(DEFICIT ACCUMULATED DURING
THE DEVELOPMENT STAGE) (14,655) (14,655)
TOTAL STOCKHOLDERS' EQUITY 0 0
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 0 $ 0
PARAGON POLARIS STRATEGIES.COM INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND FOR THE
YEAR ENDING TO DECEMBER, 31, 2000 For the Period April 2, 1999
(Inception) Through December 31, 1999
(PREPARED BY MANAGEMENT)
MARCH DECEMBER
31, 2001 31,1999
UNAUDITED AUDITED
REVENUES: $ 0 $ 0
OPERATING EXPENSES:
TAXES AND LICENSES 0 320
OFFICE EXPENSES 0 2,049
LEGAL AND ACCOUNTING FEES 0 10,286
TOTAL OPERATING EXPENSES 0 12,655
NET (LOSS) FOR THE PERIOD 0 (12,655)
NET (LOSS) PER SHARE 0 $ (0.0047)
WEIGHTED AVERAGE NUMBER OF Weighted Average Number of
COMMON SHARES OUTSTANDING 2,600,000 2,500,000
Common Shares Outstanding 5,000,000
PARAGON POLARIS STRATEGIES.COM INC.
(A DEVELOPMENT STAGE ENTERPRISE)(A Development Stage Enterprise)
STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDING MARCH 31, 2001 For the Period
April 2, 1999 (Inception)
AND THE YEAR ENDING DECEMBER 31, 2000 Through December 31, 1999
(PREPARED BY MANAGEMENT)
MARCH 31, 2001 DECEMBER 31, 2000
UNAUDITED AUDITED
CASH FLOWS FROM (TO)
OPERATING ACTIVITIES:
NET INCOME (LOSS) $ 0 $ (14,655)
CASH FLOWS FROM (TO)
FINANCING ACTIVITIES:
ISSUANCE OF COMMON STOCK 0 14,655
NET INCREASE (DECREASE) IN CASH 0 0
Increase (Decrease) in Cash $ 0 0
CASH, BEGINNING OF PERIOD 0 0
CASH, END OF PERIOD $ 0 $ 0
NOTES TO UNAUDITED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - BASIS OF PRESENTATION
The accompanying financial statements have been prepared in
accordance with US Securities and Exchange Commission
(SEC) requirements for interim financial statements.
Therefore, they do not include all of the information and
footnotes required by generally accepted accounting
principles for complete financial statements. The financial
statements should be read in conjunction with the year ended
December 31, 1999 financial statements of Paragon Polaris
Stratagies.com Inc. (Registrant) included in the Form SB-2
filed with the SEC by the Registrant.
The results of operations for the interim period shown in
this report are not necessarily indicative of the results to
be expected for the full year. In the opinion of
management, the information contained herein reflects all
adjustments necessary to make the results of operations for
the interim periods a fair statement of such operation. All
such adjustments are of a normal recurring nature.
PARAGON POLARIS STRATAGIES.COM INC.
(A DEVELOPMENT STAGE ENTERPRISE)
AUDIT REPORT
DECEMBER 31, 2000
JANET LOSS, C.P.A., P.C.
CERTIFIED PUBLIC ACCOUNTANT
1780 SOUTH BELLAIRE STREET
SUITE 500
DENVER, COLORADO 80222
PARAGON POLARIS STRATAGIES.COM INC.
(A DEVELOPMENT STAGE ENTERPRISE)
INDEX TO FINANCIAL STATEMENTS
TABLE OF CONTENTS
ITEM PAGE
Report of; Certified Public Accountant 1
Balance Sheets as at December 31, 2000
And December 31, 1999 2
Statements of Operations for the Year Ended
December 31, 2000 and for the Period, May 28, 1999
(Inception) through December 31, 1999 3
Statements of Stockholders? Equity for the Year
Ended December 31, 2000 and the Period, May 28, 1999
(Inception) through December 31, 1999 4
Statements of Cash Flow for the Year Ended
December 31, 2000 and for the Period, May 28, 1999
Through December 31, 1999 5
Notes to Financial Statements 6&7
Janet Loss, C.P.A., P.C.
Certified Public Accountant
1780 South Bellaire Street
Suite 500
Denver, Colorado 80222
INDEPENDENT AUDITOR'S REPORT
Board of Directors
Paragon Polaris Stratagies.com Inc.
3E - 2775 Fir Street
Vancouver, BC V6J 3C2
Canada
Sirs:
I have audited the accompanying balance sheets of Paragon Polaris
Stratagies.com Inc. ( a Development Stage Enterprise) as of December
31, 2000 and 1999 and the statements of operations, changes in
stockholders? equity and cash flows for the year ended December 31,
2000 and for the period, May 28, 1999 (Inception) through December
31, 1999. These financial statements are the responsibility of the
Company?s management. My responsibility is to express an opinion on
these financial statements based on my audit.
My audit was made in accordance with generally accepted auditing
standards. Those standards require that I plan and perform the
audits to obtain reasonable assurance as to whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates
made by management as well as evaluating the overall financial
statement presentation. I believe that my audit provides a
reasonable basis for my opinion.
In my opinions, the financial statements referred to above present
fairly, in all material respects, the financial position of Paragon
Polaris Stratagies.com Inc. (a Development Stage Enterprise) as of;
December 31, 2000 and for the period, May 28, 1999 (Inception)
through December 31, 1999 in conformity with generally accepted
accounting principles.
Janet Loss, C.P.A., P.C.
May 30, 2001
PARAGON POLARIS STRATAGIES.COM INC.
( A DEVELOPMENT STAGE ENTERPRISE)
BALANCE SHEETS
DECEMBER 31, 2000 AND DECEMBER 31, 1999
ASSETS
December 31, 2000 December 31, 1999
CURRENT ASSETS $ 0 $ 0
OTHER ASSETS
LICENSE RIGHTS 0 0
TOTAL ASSETS 0 0
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
ACCOUNTS PAYABLE 0 1,200
STOCKHOLDER'S EQUITY
COMMON STOCK $0.001 PAR VALUE;
25,000,000 AUTHORIZED AND
2,600,000 AND 2,500,000 SHARES
ISSUED AND OUTSTANDING 2,600 2,500
ADDITIONAL PAID-IN CAPITAL 12,055 155
DEEMED DIVIDEND RE: PURCHASE
OF LICENSE RIGHTS (2,000) (2,000)
DEFICIT ACCUMULATED DURING
THE DEVELOPMENT STAGE (12,655) (1,855)
TOTAL STOCKHOLDER'S
EQUITY (DEFICIT) 0 (1,200)
TOTAL LIABILITIES AND
STOCKHOLDERS? EQUITY $ 0 $ 0
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL
STATEMENTS
PARAGON POLARIS STRATAGIES.COM INC.
( A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2000 AND
THE PERIOD, APRIL 2, 1999 (INCEPTION) THROUGH DECEMBER 31, 1999
December 31, 2000 December 31, 1999
REVENUES $ 0 $ 0
OPERATING EXPENSES
PROFESSIONAL FEES 9,631 1,405
TAXES AND LICENSES 320 130
OFFICE EXPENSES 2,049 320
TOTAL OPERATING EXPENSES 12,000 1,855
NET (LOSS) $( 12,000) $ (1,855)
NET (LOSS) PER SHARE $ (0.0047) $ (.0007)
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 2,600,000 2,500,000
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL
STATEMENTS
PARAGON POLARIS STRATAGIES.COM INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE YEAR ENDED DECEMBER 31, 2000
AND THE PERIOD APRIL 2, 1999 (INCEPTION)THROUGH DECEMBER 31, 1999
(Deficit)
Accumulated
Common Common Additional Total
Stock Stock During Stock
Number of Amount Paid- in Deemed the Holder's
Shares Capital Dividend Development Equity
Stage
May 28, 1999
Issuance of 500 155 0 0 655
Common Stock for 500000
Cash
July 1,1999
Issuance of Common
Stock 2000000 2,000 0 0 0 2,000
For License Rights
Deemed Dividend
Re: License Rights 0 0 0 (2000) (2000) (2000)
Deficit for the
Period April 2/99
(Inception) 0 0 0 0 (1,855) (1,855)
Through December
31,1999
Balance
December
31,1999 2500000 2500 155 (2000) (1,855) (1200)
May 15,2000
Issuance of
Common Stock
for Cash 100000 100 11900 0 0 12000
DEFICIT
FOR THE
PERIOD
ENDED 0 0 0 0 (10,800) (10,800)
DECEMBER
31, 2000
BALANCE
12/31/00 2600000 2,600 12,055 (2000) (14,655) 0
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL
STATEMENTS
PARAGON POLARIS STRATAGIES.COM INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 2000 AND
THE PERIOD MAY 28. 1999 THROUGH DECEMBER 31, 1999
December 31, December 31,
2000 1999
CASH FLOWS FROM
OPERATING ACTIVITIES
NET INCOME (LOSS) $ (12,000) $ (2,655)
INCREASE IN ACCOUNTS PAYABLE 0 1,200
NET CASH (USED) BY
OPERATING ACTIVITIES (12,000) (1,455)
CASH FLOWS FROM (TO)
FINANCING ACTIVITIES
ISSUANCE OF COMMON STOCK 12,000 2,655
INCREASE (DECREASE) IN CASH 0 0
CASH BEGINNING OF PERIOD 0 0
CASH END OF PERIOD $ 0 $ 0
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL
STATEMENTS
PARAGON POLARIS STRATAGIES.COM INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000
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 Company?s 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.
NOTE III - RELATED PARTY TRANSACTIONS
The Company has entered into an agreement made effective July 1,
1999 with David R. Mortenson & Associates (Grantor) to receive the
rights to distribute the water treatment products developed by NW
Technologies, Inc. for the States of Arizona and Nevada. Minimum
purchase requirements were $125,000 the first year and $175,000 the
second year.
On July 6, 1999 the Company filed a Form D pursuant to
Section 3(b) of the Securities Act and Rule 504 promulgated
thereunder, with the Securities and Exchange Commission
registering the issuance of 200,000 shares of common stock
to each of the ten general partners of David R. Mortenson
and Associates, a Texas general Partnership. The shares
were issued at a price of $0.001 per share being the par
value per share for a total of $2,000 in exchange for the
water remediation license. The water remediation license is
recorded a cost of $NIL, being the original cost of the
license to David R. Mortenson and Associates. The
difference between the issue price of the shares and the
cost of the license is recorded as a deemed dividend.
The agreement with David R. Mortenson & Associates was
entered into by previous management.
In December, 1999 N.W. Technologies, Inc. unilaterally
cancelled its contract with David Mortenson & Associates.
Early in the year 2000 David Mortenson & Associates laid
suit against N.W. Technologies, Inc. in Harris County Court,
Texas.
In the opinion of management, the Company has no direct or
indirect interest in the Texas lawsuit
In a letter dated January 5, 2000 David Mortenson &
Associates suspended all present and future payments under
the License Agreement until their dispute with N.W.
Technologies is resolved.
Due to the dispute regarding the water remediation license,
David R. Mortenson and Associates gave and additional
license to the Company on January 20, 2000. The license is
to distribute vitamins, minerals, herbs and other health
products and supplements via the Internet. The license
calls for a 10% add-on for all products purchased and an
annual $500 website maintenance fee. The effective date of
the License Agreement was January 3, 2000. The license is
for an initial three years from the effective date and is
automatically renewable unless either party to the license
agreement gives ninety days written notice of non-renewal
prior to expiration date. No amounts have been recorded in
these financial statements regarding the granting of the
license.
Dorothy Mortenson is the wife of David R. Mortenson. She is
an original incorporator of the Company and served as
Corporate Secretary until January 17, 2000 when her shares
were purchased by present management. David R. Mortenson is
a principal in both David Mortenson & Associates and
VitaMineralHerb.com. Neither Mr. nor Mrs. Mortenson own or
have owned any of the Company?s securities since November
24, 1999. Outside of his association with
VitaMineralHerb.com, Mr. Mortenson has no connection with
Paragon Polaris. As a result, management considers that he
is at arms length with the Company.
Paragon Polaris Stratagies.com Inc. has expended a total of
$12,843 to date on legal and accounting fees and office
expenses to do with the preparation and filing (Edgar) of
this registration statement and amendments.
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 person's costs and expenses
incurred in connection with such action so long as he/she
has acted in good faith and in a manner which he/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 filed as Exhibit 3.2, provide
that Paragon Polaris 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, absent a finding of negligence
or misconduct in office. The Bylaws also permit Paragon
Polaris 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 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 $30,000.00
Accounting 10,000.00
(Edgar filing and Printing) 5,000.00
TOTAL $45,000.00
To date Paragon Polaris has spent a total of $12,843 for
office expenses and legal and accounting fees.
Recent sales of unregistered securities.
Set forth below is information regarding the issuance and
sales of Paragon Polaris 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.
On May 28, 1999, Paragon Polaris issued 500,000 shares of
common stock to J. P. Beehner and Dorothy Mortenson, our
original officers and directors, as founders' shares in
return for the time, effort and expenditures to organize and
form the corporation. These shares were issued pursuant to
Section 4(2) of the Securities Act of 1933. On June 18,
1999 Paragon Polaris issued 200,000 shares of common stock
each to ten individuals: David R. Mortenson, Roy Donovan
Hinton, Jr., Marie M. Charles, George R. Quan, Marsha Quan,
Darren Quan, C.E. Kaiser, James R. Collins, Jock R. Collins
and Laurent R. Barbadaux - for a total of 2,000,000 shares
in return for the water treatment rights for the state of
Pennsylvania and the development of the business plan.
These shares were issued pursuant to Section 4(2) of the
Securities Act of 1933. All of the shares described in this
paragraph were issued to a small number of sophisticated or
accredited investors who were active in our business and had
thorough knowledge concerning us. All issued shares bear a
restrictive legend and were sold pursuant to a letter of
intent.
On January 17, 2000 the 500,000 founders' shares of common
stock were purchased by our present officers and directors.
This purchase was made in reliance upon Section 4(1) of the
Securities Act of 1933 in that the sale was made to our
present officers and directors who are sophisticated and
accredited investors and who had complete access to all
information concerning us. All issued shares bear a
restrictive legend and were sold pursuant to a letter of
intent.
On May 15, 2000 Paragon Polaris issued 100,000 shares of
common stock for cash at a price of $0.12 per share for an
aggregate of $12,000 to Sandringham Investments Limited.
These shares were issued pursuant to Section 4(2) of the
Securities Act of 1933. All of the shares described in this
paragraph were issued to a small number of sophisticated or
accredited investors who were active in our business and had
thorough knowledge concerning us. All issued shares bear a
restrictive legend and were sold pursuant to a letter of
intent. In addition, these shares were also sold in
reliance upon the exemption in Regulation S, since the
investors are all residents of Canada who purchased their
securities subject to the restrictions of Rule 144.
Exhibits.
The following exhibits are filed as part of this
Registration statement;
Exhibit
Number Description
3.1 Articles ofIncorporation*
3.2 Bylaws*
5.1 Opinion re: Legality
10.1 License Agreement*
10.2 Assignment of License Agreement*
10.3 License Agreement-Water*
10.4 Manufacturing Agreement between Vitamineralherb.com and
Alta
23.1 Consent of Independent Auditors
23.2 Consent of Counsel (See Exhibit 5.1)
* Previously supplied.
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;
(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 additional or changed material
information to the plan of distribution.
2) For determining liability under the Securities Act,
treat each post-effective amendment as a new Registration
Statement of the securities offered and the offering of
the securities at that time to be the initial bona fide
offering.
3) File a post-effective amendment to remove
from registration any of the securities being registered,
which remain unsold at the end of the offering.
4) For determining any liability under the Securities Act,
to treat the information omitted from the form of Prospectus
filed as part of this Registration Statement in reliance
upon Rule 430A and contained in a form of Prospectus filed
by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act as part of this Registration
statement as of the time the Commission declared it
effective.
5) For determining any liability under the Securities Act
to treat each post-effective amendment that contains a
form of Prospectus as a new Registration Statement for
the securities offered and the offering of the securities
at that time as the initial bona fide Offering of those
Securities.
Signatures
In accordance with the requirements of the Securities Act of
1933, 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,
(deletion) in the City of Vancouver, Province of British
Columbia Canada.
On July 16, 2001
(Registrant) Paragon Polaris Strategies.com Inc.
By: /S/Robert Foo
President and Director
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 date stated.
By: /S/ Robert Foo
President and Director
July 16, 2001
By:/S/Samuel Lau
Secretary/Treasurer, CFO and Director
July 16, 2001
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
July 16, 2001
Paragon Polaris Strategies.com Inc.
3215 Mathers Avenue
West Vancouver, BC V7V 2K6
Canada
Re: Paragon Polaris Strategies.com Inc. registration
statement on Form SB2
Ladies and Gentlemen:
We have acted as counsel for Paragon Polaris
Strategies.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 (the
"Act"), relating to the public offering (the "offering") or
up to one million (1,000,000) shares (the "Shares") of; the
Company's common stock, $0.001 par value (the "Common
Stock") by the issuer through the means of a self-
underwriting. This opinion is being furnished pursuant to
Item 601(b)(5) of Regulation S-B.
In rendering the opinions set forth below, we have
reviewed (a) the registration statement and 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 other examinations of
law and fact as we have deemed relevant in order to form a
basis for the opinion hereinafter expressed.
Based on the foregoing, we are of the opinion that all
issued shares are validly issued, fully paid and non-
assessable pursuant to the corporate law of the State of
Nevada. (Chapter 78A of the Nevada Revised Statutes)
We are also of the opinion that if and when the
registration statement should become effective, all shares
sold to the public through the use of the registration
statement and the prospectus contained therein, will be
validly issued, fully paid and non-assessable pursuant to
the corporate law of the State of Nevada. (Chapter 78A of
the Nevada Revised Statutes)
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,
Arthur J. Frost Ltd.
/S/ Arthur J. Frost
Arthur J. Frost
EXHIBIT 10.4
MANUFACTURING AGREEMENT
THIS MANUF ACTURING AGREEMENT ("Agreement") is made and
effective as of July 10, 2001, by and between Alta Natural
Herbs and Supplements Ltd., a British Columbia corporation
("Alta") and VitaMineralHerb.com, Inc a Nevada Corporation
("Customer") with reference to the following facts:
A. Customer intends to market directly or through its
licensees ("Licensees") vitamin, mineral and nutritional
supplement products and alternative health products to
buyers such as medical professionals, alternative health
professionals, martial arts studios and instructors, sports
and fitness trainers, school and other fundraising programs,
and other similar types of buyers ("Buyer(s)") via the
Internet, offering the Buyers the ability to individualize
or "Private label" such products,
B. Alta Natural Herbs and Supplements Ltd. is in the
business of manufacturing and producing vitamin, mineral,
and nutritional supplement products and alternative health
products (the "Products") and has the capability of "private
labeling" the Products;
C. The parties: desire to define and establish their
respective rights, duties and interests regarding the
Products formulated and/or manufactured by Alta Natural
Herbs and Supplements Ltd. for Customer and its Licensees.
NOW THEREFORE: in consideration of the mutual promises,
warranties and covenants herein contained, the parties
hereby agree as follows:
1. Scope of Agreement. This Agreement shall govern all
Products manufactured by Alta Natural Herbs and Supplements
Ltd. for, or sold by Alta to Customer or its Licensees,
2. Products and Pricing,
Alta Natural Herbs and Supplements Ltd. Standard Products.
Customer and its Licensees may purchase certain Products
from the Alta Natural Herbs and Supplements Ltd. standard
product line, as defined by Alta Natural Herbs and
Supplements Ltd. ("Standard Alta Natural Herbs and
Supplements Ltd. Products"). Alta Natural Herbs and
Supplements Ltd. shall manufacture, package, label and
prepare Standard Alta Natural Herbs and Supplements Ltd.
Products for shipment in accordance with all federal,
provincial and state laws, rules and regulations, and
industry standards, Pricing for Standard Alta Natural Herbs
and Supplements Ltd. Products shall be in accordance with
pricing schedules provided to customer by Alta which may be
changed from time to time. Alta Natural Herbs and
Supplements Ltd. may vary the unit cost for Standard Alta
Natural Herbs and Supplements Ltd. Products to provide
discounts for larger volume purchases. Alta Natural Herbs
and Supplements Ltd. shall provide Customer with updates to
its prices, which shall be implemented by Customer within 24
hours of receipt from Alta Natural Herbs and Supplements
Ltd. Alta Natural Herbs and Supplements Ltd. shall honor
the prices
quoted on Customer's website so long as such quotes are in
accordance with those provided by Alta.
Custom Products. Customer and its Licensees may also order
from Alta Natural Herbs and Supplements Ltd. Products
custom-manufactured to Customer's or Licensee's
specifications ("Custom Products"). Alta Natural Herbs and
Supplements Ltd. shall manufacture, package. label and
prepare Custom Products for Shipment in accordance with
Customer's written specifications which shall be provided
to Alta Natural Herbs and Supplements Ltd. in a form
substantially similar to Exhibit A of this Agreement.
Pricing for Custom Products shall be as determined by Alta
Natural Herbs and Supplements Ltd. Alta Natural Herbs and
Supplements Ltd. may vary the unit cost for Custom Products
to provide discounts for larger volume purchases.
Joint Formula Products. Customer or its Licensees and Alta
Natural Herbs and Supplements Ltd. may also jointly create
formulas for products ("Joint Formula Products"), Alta
Natural Herbs and Supplements Ltd.. shall manufacture,
package, label and prepare Joint Formula Products for
shipment in accordance with all federal and state laws,
rules and regulations, industry standards, and the parties'
agreed upon specifications. Pricing for Joint Formula
Products shall be as determined by Alta Natural Herbs and
Supplements Ltd. Alta Natural Herbs and Supplements Ltd.
may vary the unit cost for Joint Formula Products to
provide discounts for larger volume purchases.
Private Label Products. Customer and its Licensees may
purchase from Alta Natural Herbs and Supplements Ltd.
products that have labels customized for the Customer or
its Licensees. ("Private Label Products").Alta Natural
Herbs & Supplements Ltd, shall affix to Private Label
Products labels furnished by Customer or its Licensees;
which are consistent with Alta Natural Herbs and
Supplements Ltd.'s labeling equipment and meet all federal
and/or state labeling requirements for the Private Label
Products ordered, or shall assist Customer or its Licensees
in preparing the technical portion of the customized
labels, Pricing for Private Label Products shall be as
determined by Alta Natural Herbs and Supplements Ltd. In no
event shall Alta Natural Herbs & Supplements Ltd `s name
appear on Customer's label, unless Alta Natural Herbs and
Supplements Ltd. has consented thereto in writing.
3. Orders and Payments.
Orders shall be e-mailed to Alta Natural Herbs and
Supplements Ltd. by Customer's web master daily. There
shall be no purchase quantity requirements for Customer,
its Licensees or Buyers with respect to the Standard Alta
Natural Herbs and Supplements Ltd. Products. All orders for
Standard Alta Natural Herbs and Supplements Ltd. Products
shall be prepaid including shipping and handling charges by
wire transfer to Alta Natural Herbs and Supplements Ltd.'s
bank in full at the time of order placement. Customer's web
master will fax confirmation of wire transfer upon
placement of order. Buyers must furnish the state tax
numbers or other evidence of sales tax exempt status prior
to shipment of orders. There shall be a 1,000 bottle
purchase quantity requirement for Customer, its Licensees
or Buyers with respect to Custom Products, Joint Formula
Products and Private Label Products. Fifty percent (50%) of
all order for Custom Products, Joint Formula Products and
Private Label Products shall be paid upon submission of a
purchase order. The remaining fifty percent (50%) shall be
due upon completion of manufacturing.
4. Shipping.
Shipping shall be by UPS ground unless Buyer requests and
pays for overnight shipping by UPS. Customer will be
responsible for charging Buyer shipping and handling fees
for payment to Alta Natural Herbs and Supplements Ltd.
according to the fee schedule provided by Alta and updated
from time to time.
Alta Natural Herbs and Supplements Ltd. shall ship all
orders for Standard Alta Natural Herbs and Supplements Ltd.
Products which are in stock within seventy-two (72) hours
of receipt of the order. Custom Products, Joint Formula
Products and Private Label Products shall be shipped on a
timely basis, but not later than six weeks from acceptance
of the purchase order
5. Rights in Formulas,
(a) Standard Alta Natural Herbs and Supplements Ltd. shall
own the formula for all Standard Alta Natural Herbs and
Supplements Ltd. Products.
(b) Custom Products. Customer shall own the formula for
Custom Products. Alta Natural Herbs and Supplements Ltd.
agrees not to manufacture products for other customers
using any Custom Products formula during the period in
which Customer is ordering such Custom Product and for so
long as Customer continues to sell such Custom Products,
(c) Joint Formulas. If Alta Natural Herbs and Supplements
Ltd. and Customer or Licensee create a Joint Formula
Product then such Joint Formula will be jointly owned by
the parties. Alta Natural Herbs and Supplements Ltd. agrees
not to manufacture products for other customers using the
Joint Formula during the period in which Customer is
ordering products containing the Joint Formula From Alta
Natural Herbs & Supplements Ltd, Customer and its Licensees
agree not to retain a third party to manufacture products
containing the Joint Formula(s). In the event that Customer
fails to order a specific Joint Formula Product for a
period of 3 months, Alta Natural Herbs & Supplements Ltd,
shall be free to sell products containing the Joint Formula
to other
customers.
6. Warranties and Indemnification.
Alta Natural Herbs and Supplements Ltd. warrants that all
standard Alta Natural Herbs & Supplements Ltd. Products and
Joint Formula Products shall be fit for the purpose for
which produced and shall be in full and complete compliance
with local, state and federal laws applicable thereto, Alta
Natural Herbs and Supplements Ltd. warrants that all Custom
Products shall be manufactured in accordance with Customer's
specifications. Alta Natural Herbs and Supplements Ltd.
warrants that the technical information on all non-Private
Label Products shall be correctly and accurately described
on each label affixed thereto and in full and complete
compliance with all local, state and federal laws applicable
thereto. Alta Natural Herbs and Supplements Ltd. warrants,
covenants and certifies that its manufacturing facility
complies with applicable federal, provincial, state, city,
county and municipal laws, rules, regulations, ordinances.
and codes in all material respects. Alta Natural Herbs and
Supplements Ltd. hereby agrees to indemnify, hold harmless
and defend Customer, its Licensees, Buyers, affiliates,
directors, officers, agents and representatives from and
against any loss, claim, and expense (including attorneys'
fees and costs, and costs of a recall of Product) incurred
or suffered as a consequence of Alta's breach of its product
warranties as set forth herein.
7. Trade Secrets.
Alta Natural Herbs and Supplements Ltd. and Customer are
the owners of certain products, technology, information,
customer lists, services, processes, financial information,
pending or prospective transactions/proposals, operating
and marketing plans and procedures, designs, product
formulas, specifications, manufacturing methods, ideas.
prototypes. software, patent, trademark and copyright
applications or registrations and other similar data
relating to each party's business which data is not
publicly known and derives economic value from not being
publicly known (collectively "Trade Secrets"). Each party
agrees that it will not use or disclose to third parties
any Trade Secret it receives from the other, except as may
be contemplated by this Agreement. Each party agrees that
it will take all reasonable precautions to assure that no
Trade Secret is conveyed to any officer, employee, agent,
manufacturer or other third party who does not have a need
to know such Trade Secret. The obligations created by this
Section 7 shall survive the termination of this Agreement
or any business relationship between the parties. Any Trade
Secret contained in any writing will be returned to the
other party promptly upon request, together with any
reproductions thereof.
8. Term of Agreement: Breach of Agreement.
Term. This Agreement shall continue for three years, and may
be renewed by Customer for an additional three-year term,
unless the Agreement shall be terminated for cause, as
hereinafter defined.
Breach. In the event of a material breach of this
Agreement, the non-breaching party may provide written
notice of such breach to the breaching party. Upon receipt,
the breaching party shall have thirty (30) days to correct
such breach, after which the termination shall be effective
if not so corrected. In the event of termination by
Customer prior to delivery of Product for which a purchase
order has been submitted, Customer shall reimburse Alta
Natural Herbs and Supplements Ltd. for the cost of all raw
materials, work in process and the costs of returning any
Customer boxes and labels. In no event shall reimbursement
of these amounts limit Alta Natural Herbs and Supplements
Ltd.'s legal right to seek compensation for the amount of
its profit or any other damages accrued under any cancelled
purchase order. In no event shall Alta Natural Herbs and
Supplements Ltd. lie required to accept or deliver product
under any purchase order if Customer has failed to timely
pay the outstanding balance due on any previous purchase
order. Failure to so perform shall not be deemed a breach
of this Agreement by Alta natural Herbs and Supplements
Ltd.
Other Termination for Cause. In the event that Customer
shall file a voluntary petition in bankruptcy or for
reorganization of indebtedness, or that Customer should,
for a period of more than ninety (90) days, be the subject
of any involuntary bankruptcy proceeding or receivership
over all or substantially all of Customer's assets, or that
any Officer or Director of Customer should be found guilty
of a felony or crime involving moral turpitude, then Alta
Natural Herbs and Supplements Ltd. may immediately, upon
delivery of written notice to Customer, terminate this
Agreement. Upon termination, Alta Natural Herbs and
Supplements Ltd. agrees that Customer's Licensees may buy
Products directly from Alta Natural Herbs and Supplements
Ltd.
9. Assignability.
This Agreement may not be assigned without the written
consent of the other party, provided that this Agreement
may be assigned without consent to an entity acquiring all
or substantially all of the assets of either party; and
provided further, it is understood by the parties that
Customer intends to sell rights to certain territories to
other entities, and Alta Natural Herbs and Supplements Ltd.
acknowledges that such sales of territories shall not be
construed as an assignment of the rights under the
Agreement.
10. lnsurance.
During the term of this Agreement, Alta Natural Herbs and
Supplements Ltd. agrees to maintain, at its expense,
product liability insurance of not less than one million
dollars ($1 ,000,000). Customer may request evidence of
insurance at any time.
11. Governing - Law.: Dispute Resolution.
This Agreement shall be governed by and construed in
accordance with the laws of the Province of British
Columbia. Any dispute arising under this Agreement shall
be resolved pursuant to the terms of the Dispute Resolution
Agreement attached hereto as Exhibit B.
12. Miscellaneous Provisions.
This Agreement constitutes the entire Agreement between the
patties and supersedes any prior or contemporaneous
agreements, oral or written. This Agreement may only be
amended by a writing signed by both parties, Any notice
required or permitted to be given under this Agreement
shall be in writing and sent by telecopy, personal delivery
or certified mail, return receipt requested, as follows,
If to Alta Natural Herbs and Supplements Ltd. If to
Customer:
1148 - 20800 Westminster Highway Mr. David
Mortenson,
Richmond, BC V6V 2W3 Canada CEO
VitaMineralHerb.com, Inc. PO Box 5034
Alvin, TX 775 12-5034 Fax;
(281) 331-9442
Notice shall be deemed effective upon receipt if made by
confirmed telecopy, personal delivery or 48 hours, after
deposit in the United States mail with the required
postage,
IN WITNESS WHEREOF, the parties have caused this Agreement
to be executed as of the date first above written.
Alta Natural Herbs and Supplements Ltd.
By: /S/ Greg Shafransky, Vice President
VitaMineralHerb.com, Inc.
By: /S/ David R. Mortenson
David R. Mortenson, President
EXHIBIT A - PRODUCT SPECIFICATIONS
In the event of any inconsistency between the terms of
Customer's purchase order and this Product Specification
Sheet, this Sheet and the terms of the Manufacturing
Agreement shall
control.
Short Product Name:
Product Ingredients and Amounts:
Other Product Specifications:
Color: Tablet Type:
Weight: Bottle Size/Color:
Cotton Insert: Bottle Seal:
Silicon Pack: Other specifications:
Consistency:
Tablet count per bottle: Shrink Wrap Neck Band:
Microbiological content: Customer to specify any
requirement. If none specified product will be manufactured
to industry standards.
Microbiological content specifications:
Labels: Labels and/or boxes to be provided by Customer
(identify size):
Labels/Boxes to be received by (date ):
Master Pack/Wrapping/Palleting Requirements:
Ship to Address:
Order Quantity: (minimum 1,000 bottles)
Price:
FOB Alta Natural Herbs and Supplements Ltd. facility in
Richmond, BC.
Delivery Dates.
Terms of Sale: 50% with submission of purchase order, 50%
due upon completion of manufacturing
Purchase Order No.:
Date of Purchase Order:
Alta approval:
Customer approval:
EXHIBIT B
DISPUTE RESOLUTION AGREEMENT
THIS DISPUTE RESOLUTION AGREEMENT ("Dispute Resolution
Agreement") is entered into and effective as of June
21,2000 by and between Alta Natural Herbs and Supplements
Ltd., a British Columbia corporation, and
VitarMineralHerb.com, Inc. a Nevada Corporation.
1 .INTENT OF PARTIES
The parties desire to establish a quick, final and binding
out-of-court dispute resolution procedure to be followed in
t e unlikely event any dispute art-sing out of or related
to the Manufacturing Agreement dated July 09, 2001 between
the parties ("Agreement"). As used in this Dispute
Resolution Agreement, the term "dispute" is used in its
broadest and most inclusive sense and shall include,
without limitation, any disagreement, controversy, claim or
Cause of action between the parties arising out of, related
to, or involving the Agreement or the transactions
evidenced by the Agreement (collectively "Dispute").
2. NEGOTIATION
It is the intent of the parties that any Dispute be resolved
informally and promptly through good faith negotiation
between the panics. Therefore, in the event of a Dispute
between the parties, the following will apply:
A. Correspondence. Either party may initiate negotiation
proceedings by writing a certified or registered letter,
return receipt requested, to the other party referencing
this Dispute Resolution Agreement, setting forth the
particulars of the Dispute, the term(s) of the Agreement
involved and a suggested resolution of the problem. The
recipient of the letter must respond within ten (M) days
after its receipt of the letter with an explanation and
response to the proposed solution.
B. Meeting. If correspondence does not resolve the Dispute,
then the authors of the letters or their representatives
shall meet on at least one occasion and attempt to resolve
the matter. Such meeting shall occur not later than thirty
(30) (lays from the parties' last correspondence. If the
parties are unable to agree on the location of such a
meeting, the meeting shall be held at Alta's corporate
offices. Should this meeting not produce a resolution of the
matter, then either party may request mandatory mediation
(as provided below) by written notice to the other party.
3. MEDIATION.
Subject to the availability of the mediator, the mediation
shall occur not more than thirty (30) days after the request
for mediation. If the parties cannot agree upon acceptable
mediator within ten (10) days of the request for mediation,
each party shall select one mediator from a list of not less
than three (3) mediators provided by the other party. These
two mediators shall select a third mediator who shall serve
as the sole mediator. The mediation shall be held in
Richmond, British Columbia. The cost of mediation shall be
borne equally by the parties. The mediation process shall
continue until the Dispute (or any part thereof) is resolved
or until such time as the mediator makes a finding that
there is no possibility of resolution short of referring the
panics to final and binding arbitration.
4. FINAL AND BINDING ARBITRATION.
Should any Dispute (or part thereof) remain between the
parties after completion of the negotiation and mediation
process set forth above, such Dispute shall be submitted to
final and binding arbitration in Richmond, British Columbia.
The arbitration shall be governed by the provisions of the
applicable laws of the Province of British Columbia, and the
following provisions, which shall supersede those laws in
the event of any inconsistency.
A. Selection of Arbitrator(s). There shall be a
single arbitrator, except in the case where the amount in
dispute exceeds $100,000, in which case there shall be
three arbitrators. If the parties cannot agree upon
acceptable arbitrators(s) within Ten (10) days of the
termination of the mediation, each party shall select one
arbitrator from a list of not less than five (5)
arbitrators provided by the other party. These two
arbitrators shall select a third arbitrator who shall serve
as the sole arbitrator or the third arbitrator, as the case
may be. The determination of a majority of the arbitrators
or the sole arbitrator, as the case may be, shall be
conclusive upon the parties and shall be not be subject to
appeal.
B. Discovery. No discovery shall be permitted, absent
a showing of good cause, Any discovery request should be
reviewed with the knowledge that this dispute resolution
process was mutually agreed upon and barg2incd for by the
parties with the intent to provide a cost effective and
timely method of resolving disputes, Any discovery granted
by the arbitrator should be limited to that necessary to
protect the minimum due process rights of the parties.
substantive matters relating to the Dispute shall be
determined solely by the arbitrator(s).
C. Attorney's Fees: Arbitration Costs. An attorney
may represent each party or other representative selected
by the party. The costs of the arbitration shall be borne
equally by the parties. Each party shall bear its own
attorneys/representatives fees and costs provided that if
the arbitrator(s) find either party has acted in bad faith,
the arbitrator(s) shall have discretion to award attorneys'
fees to the other party.
D. Scope of Arbitration Limitation on Powers of
Arbitrator(s), Applicable
Law. No party may raise new claims against the other
party in the arbitration not raised in the mediation. The
arbitrator shall have the power to resolve all Disputes
between the parties. The arbitrator(s) shall not have the
power to award treble, punitive or exemplary damages and
the parties hereby waive their right to receive treble,
punitive or exemplary damages to the extent permitted by
law. The arbitrator(s) shall only interpret and apply the
terms and provision of the Agreement and shall not change
any such terms or provisions or deprive either party of
any right or remedy expressly or impliedly provided for
in the Agreement. The arbitrator(s) shall apply the law
of the Province of British Columbia (excluding any
conflict of law rules), or federal law, in those
instances in which federal law applies.
E. Designation of Witnesses/Exhibits: Duration of
Arbitration Process: Written Decision. At least thirty (30)
days before the arbitration is scheduled to commence, the
parties shall exchange lists of witnesses and copies of all
exhibits intended to be used in arbitration, The
arbitration shall be completed within 90 days o f the
selection of the first arbitrator. The arbitrator(s) shall
render a written decision, which contains findings of fact
and conclusions of law, within 30 days of the conclusion of
the arbitration and shall specify a time within which the
award shall be performed. Judgment upon the award may be
entered in any court of competent jurisdiction.
5. MISCELLANEOUS.
A. Enforcement of Negotiation/Mediation Provisions.
If a party demanding such compliance with this Agreement
obtains a court order directing the other party to comply
with this Dispute Resolution Agreement, the party demanding
compliance shall be entitled to all of its reasonable
attorneys' fees and costs in obtaining such order,
regardless of which party ultimately prevails in the matter
.
B. Severability. Should any portion of this Dispute
Resolution Agreement be found to be invalid or
unenforceable such portion will be severed from this
Dispute Resolution Agreement, and the remaining portions
shall continue to be enforceable unless to do so would
materially alter the effectiveness of this Dispute
Resolution Agreement in achieving the stated intent of the
parties.
C. Confidentiality. The parties agree that they will
not disclose in any third party that (I) they are engaged
in the dispute resolution process described herein, (2) the
fact of, nature or amount of any compromise resulting
herefrom, or (3) the fact of, nature or amount of any
arbitration award. This confidentiality obligation shall
not extend to the party's employees, spouses, accountant,
bankers, attorneys or insurers or in the event that
disclosure is otherwise required by law.
D. Time to Initiate Claims. An aggrieved party must
mail and the other party must receive the correspondence
which initiates negotiation proceedings in connection with
a Dispute as specified in Paragraph 2(A) (I) within one (I)
year of the date the aggrieved party first has, or with the
exercise of reasonable diligence should have had, knowledge
of the event(s) giving rise to the Dispute (the "One Year
Statute of Limitations"'). No Dispute may be raised under
this Dispute Resolution Agreement after the expiration of
the One Year Statute of Limitations.
E. Entire Agreement These dispute resolution
provisions express the entire agreement of the parties and
there are no other agreements, oral or written, concerning
dispute resolution, except as provided herein. Any
ambiguity in the provisions hereof shall not be construed
against the drafter. This Dispute Resolution Agreement may
only be modified in a writing signed by both parties.
F. Successors. This Dispute Resolution Agreement is
binding upon and inures to the benefit of the parties,
their agents, heirs, assigns. successors-in-interest, and
any person, firm or organization acting for or through
them.
G. Venue and, Jurisdiction. Venue and exclusive
jurisdiction for any action arising out of or related to
this Dispute Resolution Agreement (including, but not
limited to, equitable actions contemplated by Section 4 (C)
and actions brought to enforce or interpret this Dispute
Resolution Agreement) shall be in the appropriate courts
for the Province of British Columbia or the Federal Courts
of Canada.
H. Notice. Any notice or communication required to be
given hereunder shall be in writing and shall be mailed via
the Canadian or United States Postal Service by Certified
Mail or Registered Mail, Return Receipt Requested or by
Federal Express or other overnight courier which can
document delivery to the address of the party to be served
as shown below (or such other address as the party shall
from time-to-time notify). Such notice shall be deemed to
have been served at the time the same is received by the
party being served.
Alta Natural Herbs and Supplements Ltd Vitamineralherb.com Inc.
1148 - 20800 Westminster Highway PO 5034
Richmond, BC V6V 2W3 Alvin, TX 7712 -5034
Canada
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITOR
Janet Loss, C.P.A., P.C.
Certified Public Accountant
1780 South Bellaire
Suite 500
Denver, CO 80222
The Board of Directors
PARAGON POLARIS STRATEGIES.COM INC.
3215 Mathers Avenue
West Vancouver, BC V7V 2K6
Canada
Dear Sirs:
This letter will authorize you to include the Audits of your
company dated December 31, 1999 and December 31, 2000 and
the Audit Report dated March 30, 2001 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.
May 30, 2001