SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant (X)
Filed by a Party other than the Registrant ( )
Check the appropriate box:
( ) Preliminary Proxy Statement
( ) Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
(X) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to Section 240.14a-12
PARAGON POLARIS STRATEGIES.COM INC.
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
(X) No fee required
( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
( ) Fee paid previously with preliminary materials.
( ) Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
PARAGON POLARIS STRATEGIES.COM INC.
Suite 1700, 1111 West Georgia Street
Vancouver, British Columbia
Canada V6E 4M3
Tel: (604) 681-1754
CONSENT STATEMENT
This Consent Statement and the accompanying consent/proxy card are furnished to
the holders of the Common Stock of PARAGON POLARIS STRATEGIES.COM INC., a Nevada
corporation (the "Company") by the Board of Directors of the Company (the
"Board") in connection with the solicitation of written consents from
shareholders of the Company to take action by shareholders consent as specified
herein without the necessity of holding a Special Meeting of the Shareholders,
as permitted by Nevada law.
The Board is asking the holders of common stock of the Company to consent in
writing and approve the following Proposed Amendments to the Articles of
Incorporation (the "Proposed Amendments to the Articles of Incorporation"):
1. the amendment to the Articles of Incorporation to change the name of the
Company from "PARAGON POLARIS STRATEGIES.COM INC." to "ICOWORKS INC.";
2. the amendment to the Articles of Incorporation to increase the number of
authorized shares of the common stock of the Company to 100,000,000 shares;
and
3. the amendment to the Articles of Incorporation to create an authorized
class of 10,000,000 shares of preferred stock.
The Company's board of directors approved and recommended the shareholders of
the Company approve the Proposed Amendments to the Articles of Incorporation
pursuant to a written consent dated March 4, 2003. If each of the Proposed
Amendments to the Articles of Incorporation are approved by the shareholders of
the Company, the amendments to the Articles of Incorporation of the Company will
be effected by the filing of Articles of Amendment to the Company's Articles of
Incorporation (the "Articles of Amendment") with the Secretary of State of
Nevada.
This Consent Statement, together with the Notice of Consent Requested from
Shareholders Without Special Meeting and the accompanying Consent/Proxy card, is
to be first mailed to Company shareholders on or about March 25, 2003.
2
GENERAL INFORMATION CONCERNING
SOLICITATION OF CONSENTS AND PROCEDURES
The Consent Procedure
The amendments to the Articles of Incorporation each require approval of the
Company's shareholders under Nevada corporate law. The elimination of the need
for a special meeting of shareholders to approve the Proposed Amendments to the
Articles of Incorporation is authorized by Section 78.320(2) of the Nevada
Revised Statutes (the "NRS") which provides that the written consent of
shareholders holding at least a majority of the voting power may be substituted
for such a special meeting. Pursuant to NRS Section 78.390(1)(b), a majority of
the voting power is required in order to approve the Proposed Amendments to the
Articles of Incorporation. In order to eliminate the costs and management time
involved in holding a special meeting and in order to effect the Proposed
Amendments to the Articles of Incorporation as early as possible to accomplish
the purposes of the Company as hereafter described, the board of directors of
the Company voted to proceed with the Proposed Amendments to the Articles of
Incorporation by obtaining the written consent of shareholders holding a
majority of the voting power of the Company. The Company has no provision in its
Articles of Incorporation which affects or alters the procedure for obtaining
consent from shareholders as set forth herein or that increases the required
shareholder vote beyond a majority of the voting power of the Company's common
stock. The taking of action by written consent of the shareholders of the
Company holding a majority of the voting power of the Company's common stock is
expressly permitted by the Company's Articles of Incorporation.
In the case of this solicitation of consents, written unrevoked Consents/Proxies
from holders of record of a majority of the issued and outstanding shares of
common stock as of the record date must be delivered to the Company to effect
the action as to which shareholder consent and approval is being sought
hereunder. The deadline for the delivery to the Company of written
Consents/Proxies is April 7, 2003.
The Record Date
The board of directors of the Company has fixed the close of business on March
14, 2003 (the "Record Date") as the record date for the determination of
shareholders entitled to approve the Proposed Amendments to the Articles of
Incorporation. Only shareholders of the Company as of the Record Date are
entitled tender and submit to the Company written consents/proxies whereby they
vote on the Proposed Amendments to the Articles of Incorporation described
herein. As of the Record Date, there were 12,886,398 shares of common stock
outstanding. The common stock constitutes the sole outstanding class of voting
securities of the Company. Each share of common stock entitles the holder
thereof to one vote on all matters submitted to shareholders.
Solicitation of Consents
Solicitation of consents by the Board will initially be made by mail, but may
also be made in person or by mail, telephone, telecopy, telegram, facsimile or
other means of communication by directors, officers and regular employees of the
Company for no additional or special compensation, In addition, brokerage
houses, banks, nominees, trustees, custodians and other fiduciaries may be
requested by the Company to forward proxy solicitation materials for shares of
Common Stock held of record by them to the beneficial owners of such shares, and
such fiduciaries will, upon request, be reimbursed by the Company for their
reasonable out of pocket expenses incurred in connection therewith. The cost of
solicitation of written consents/proxies to approve and consent to the corporate
actions described herein will be borne by the Company.
Effectiveness and Revocation of Consents
The corporate actions proposed herein will be adopted when properly completed,
unrevoked Consents/Proxies are signed by the holders of record of Company
shareholders having a majority of the voting power of the outstanding shares of
Common Stock and submitted to the Company; provided, however, that all
Consent/Proxies will expire, unless delivered and present to the Company, on
April 7, 2003. Because a consent to corporate action is effective only if
expressed by holders of record of majority of the
3
voting power of the outstanding shares of Common Stock, the failure to execute a
Consent/Proxy has the same effect as the withholding of consent for any
proposal.
The Company plans to present the results of a successful solicitation with
respect to the corporate actions proposed herein as soon as possible.
Shareholders are requested to tender and submit their completed Consent/Proxy
form to the Company at the following address:
PARAGON POLARIS STRATEGIES.COM INC.
Suite 1700, 1111 West Georgia Street
Vancouver, BC Canada
Tel: (604) 681-1754
Fax: (604)
Attn: ROBERT FOO, President
Abstentions and "broker non-votes" (shares held of record by brokers or nominees
which are not voted on a particular matter because the broker or nominee has not
received voting instructions from the beneficial owner of such shares and does
not have discretionary voting power with respect to that matter) will be treated
as votes against the Proposed Amendments to the Articles of Incorporation.
Broker non-votes will not be counted for purposes of determining the number of
votes cast.
If a Consent/Proxy card is properly signed and returned to the Company on or
before April 7, 2003, unless properly revoked, the shares represented by that
Consent/Proxy card will be voted in accordance with the instructions specified
thereon. If a Consent/Proxy card is properly signed and returned to the Company
on or prior to April 7, 2003 without voting instructions, it will be voted
"FOR" the Proposed Amendments to the Articles of Incorporation.
An executed Consent/Proxy form may be revoked by a shareholder at any time
before expiration by marking, dating, signing and delivering to the Secretary of
the Company a written revocation before the time that the action authorized by
the executed Consent/Proxy becomes effective. A revocation may be in any written
form validly signed by the record holder as long as it clearly states that the
Consent/Proxy previously given is no longer effective. The delivery of a
subsequently dated Consent/Proxy form which is properly marked, dated, signed
and delivered to the Company will constitute a revocation of any earlier
Consent/Proxy.
4
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information concerning the number of
shares of our common stock owned beneficially as of February 28, 2003 by: (i)
each person (including any group) known to us to own more than five percent (5%)
of our common stock, (ii) each of our directors and each of our executive
officers, and (iii) officers and directors as a group. Unless otherwise
indicated, the shareholders listed possess sole voting and investment power with
respect to the shares shown.
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Name and Address Number of Shares Percentage of
Title of Class of Beneficial Owner of Common Stock Common Stock(1)
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DIRECTORS AND OFFICERS
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Common Stock ROBERT FOO 500,000 3.9%
President and Director
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Common Stock SAMUEL LAU
Secretary, Treasurer and Director 500,000 3.9%
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Common Stock IAN BRODIE
Director 3,584,398 (2) 27.8%
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Common Stock All Officers and Directors as
a Group (3 persons) 4,534,398 35.6%
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5% SHAREHOLDERS
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Common Stock BILL WIGLEY 1,200,000 (3) 9.3%
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Common Stock HOLLYWOOD HOLDINGS LTD. 800,000 6.28%
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Common Stock SOLARA VENTURES 2,084,398 16.9%
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Common Stock J. GRAHAM DOUGLAS 1,602,000 (4) 12.4%
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(1) Under Rule 13d-3, a beneficial owner of a security includes any person
who, directly or indirectly, through any contract, arrangement, understanding,
relationship, or otherwise has or shares: (i) voting power, which includes the
power to vote, or to direct the voting of shares; and (ii) investment power,
which includes the power to dispose or direct the disposition of shares.
Certain shares may be deemed to be beneficially owned by more than one person
(if, for example, persons share the power to vote or the power to dispose of the
shares). In addition, shares are deemed to be beneficially owned by a person if
the person has the right to acquire the shares (for example, upon exercise of an
option) within 60 days of the date as of which the information is provided. In
computing the percentage ownership of any person, the amount of shares
outstanding is deemed to include the amount of shares beneficially owned by such
person (and only such person) by reason of these acquisition rights. As a
result, the percentage of outstanding shares of any person as shown in this
table does not necessarily reflect the person's actual ownership or voting power
with respect to the number of shares of common stock actually outstanding on
February 28, 2003. As of February 28, 2003, there were 12,886,398 shares of our
common stock issued and outstanding.
(2) Mr. Brodie is a director and officer of Solara Ventures and a minority
shareholder of Solara Ventures. Accordingly, Mr. Brodie is deemed to
beneficially own shares held by Solara Ventures for the purposes of Rule 13d-3.
(3) Includes shares held by the spouse of Mr. Wigley.
(4) The shares held by Mr. Douglas are held by a private corporation
controlled by Mr. Douglas.
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5
PROPOSAL NO. 1
AMENDMENT OF
THE COMPANY'S ARTICLES OF INCORPORATION TO
CHANGE THE NAME OF THE COMPANY
On March 4, 2003, our Board of Directors unanimously executed a written consent
authorizing and recommending that our shareholders approve a proposal to change
the name of the Company from "PARAGON POLARIS STRATEGIES.COM INC." to "ICOWORKS
INC." The Board believes that the new name, ICOWORKS INC., will more accurately
reflect the Company's recent acquisition of a majority of the outstanding shares
of Icoworks Inc., the Company's only operating business. Icoworks is engaged in
the business of providing a full and comprehensive range of auction and
appraisal services to the industrial, oilfield, commercial and office markets.
Our Board believes that the new name will promote public recognition of the
Company and more accurately reflect the Company's services and business focus.
Effectiveness of the Name Change
If approved by the Company's shareholders, the change in our name will become
effective upon the filing of the Articles of Amendment with the Secretary of
State of the State of Nevada. The Board intends to file the Articles of
Amendment as soon as practicable once shareholder approval is obtained.
No Appraisal Rights
Under Nevada law, the Company's shareholders are not entitled to appraisal
rights with respect to a change in the name of our company.
Required Vote
The affirmative written consent and approval of the holders of a majority of the
voting power of the outstanding shares of Common Stock is required to approve
and ratify Proposal No. 1.
THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE ADOPTION AND APPROVAL
OF THE PROPOSED AMENDMENT TO OUR ARTICLES OF INCORPORATION TO GIVE EFFECT TO THE
NAME CHANGE.
6
PROPOSAL NO. 2
AMENDMENT OF
THE COMPANY'S ARTICLES OF INCORPORATION TO
INCREASE THE NUMBER OF SHARES OF AUTHORIZED COMMON STOCK
On March 4, 2003, the board of directors approved an amendment to our Articles
of Incorporation to the increase to the number of authorized shares of the
common stock of the Company from 50,000,000 shares to 100,000,000 shares. The
board of directors has determined that it would be in the best interests of the
Company to amend our Articles of Incorporation to increase the number of
authorized shares of common stock from 50,000,000 shares to 100,000,000 shares.
Each additional share of common stock will have the same rights and privileges
as each share of currently authorized common stock. The board of directors
believes it is in the best interests of the Company to increase the number of
authorized shares in order to give the Company greater flexibility in
considering and planning for future business needs. The shares will be available
for issuance by the board of directors for proper corporate purposes, including
but not limited to, stock dividends, stock splits, acquisitions, financings and
compensation plans. The issuance of additional shares of common stock could
have the effect of diluting earnings per share, voting power and shareholdings
of shareholders. It could also have the effect of making it more difficult for a
third party to acquire control of the Company. Other than in connection with the
Company's existing employee stock option plans and in connection with its
financing objectives, the Company has no present intent to issue any shares of
common stock. The Company anticipates issuing additional shares of common stock
in connection with future financings with the Company. The Company presently
does not have any agreement or other arrangement for any financing involving the
issuance of shares of common stock. Current shareholders do not have preemptive
rights to subscribe for, purchase or reserve any shares of the authorized
capital stock of the Company.
Effectiveness of the Increase to Authorized Number of Shares of Common Stock
If approved by the Company's shareholders, the increase to the number of
authorized shares of common stock will become effective upon the filing of the
Articles of Amendment with the Secretary of State of the State of Nevada. The
Board intends to file the Articles of Amendment as soon as practicable once
shareholder approval is obtained.
No Appraisal Rights
Under Nevada law, the Company's shareholders are not entitled to appraisal
rights with respect to the increase to the number of authorized shares of common
stock.
Required Vote
The affirmative written consent and approval of the holders of a majority of the
voting power of the outstanding shares of Common Stock is required to approve
and ratify Proposal No. 2.
THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE ADOPTION AND APPROVAL
OF THE PROPOSED AMENDMENT TO OUR ARTICLES OF INCORPORATION TO INCREASE THE
NUMBER OF AUTHORIZED SHARES OF COMMON STOCK.
7
PROPOSAL NO. 3
AMENDMENT OF
THE COMPANY'S ARTICLES OF INCORPORATION TO
CREATE A CLASS OF 10,000,000 SHARES OF AUTHORIZED PREFERRED STOCK
On March 4, 2003, the board of directors approved an amendment to the Company's
Articles of Incorporation to create an authorized class of 10,000,000 shares of
preferred stock, par value $0.001 per share (the "Preferred Stock").
The Board of Directors has determined that it would be in the best interests of
the Company to authorize the creation of 10,000,000 shares of Preferred Stock.
Under the terms of the Preferred Stock, the Board would be empowered, with no
need for further shareholder approval, to issue Preferred Stock in one or more
series, and with such dividend rates and rights, liquidation preferences, voting
rights, conversion rights, rights and terms of redemption and other rights,
preferences, and privileges as determined by the Board.
The Board of Directors has determined that it would be in the best interests of
the Company to amend its Articles of Incorporation to authorize a class of
Preferred Stock in order to facilitate corporate financing and other plans of
the Company, which are intended to foster its growth and flexibility. The Board
of Directors believes that the creation of the class of Preferred Stock may
assist the Company in achieving its business objectives by making financing
easier to obtain. Under the terms of the Preferred Stock, the Board would be
empowered, with no need for further shareholder approval, to issue Preferred
Stock in one or more series, and with such dividend rates and rights,
liquidation preferences, voting rights, conversion rights, rights and terms of
redemption and other rights, preferences, and privileges as determined by the
Board. The Board believes that the complexity of modern business financing and
possible future transactions require greater flexibility in the Company's
capital structure than currently exists. The Board will be permitted to issue
Preferred Stock from time to time for any proper corporate purpose including
acquisitions of other businesses or properties and the raising of additional
capital. Shares of Preferred Stock could be issued publicly or privately, in one
or more series, and each series of Preferred Stock could rank senior to the
common stock of the Company with respect to dividends and liquidation rights.
Possible Effects Of Amendment Regarding Preferred Stock
Even though not intended by the Board, the possible overall effect of the
amendment on the holders of Common Stock (the "Common Stockholders") may include
the dilution of their ownership interests in the Company, the continuation of
the current management of the Company, prevention of mergers with or business
combinations by the Company and the discouragement of possible tender offers for
shares of Common Stock.
Upon the conversion into Common Stock of shares of Preferred Stock issued with
conversion rights, if any, the Common Stockholders' voting power and percentage
ownership of the Company would be diluted and such issuances could have an
adverse effect on the market price of the Common Stock. Additionally, the
issuance of shares of Preferred Stock with certain rights, preferences and
privileges senior to those held by the Common Stock could diminish the Common
Stock holders' rights to receive dividends if declared by the Board and to
receive payments upon the liquidation of the Company.
If shares of Preferred Stock are issued, approval by such shares, voting as a
separate class, could be required prior to certain mergers with or business
combinations by the Company. These factors could discourage attempts to purchase
control of the Company even if such change in control may be beneficial to the
Common Stock holders. Moreover, the issuance of Preferred Stock having general
voting rights together with the Common Stock to persons friendly to the Board
could make it more difficult to remove incumbent management and directors from
office even if such changes would be favorable to shareholders generally.
8
If shares of Preferred Stock are issued with conversion rights, the
attractiveness of the Company to a potential tender offeror for the Common Stock
may be diminished. The purchase of the additional shares of Common Stock or
Preferred Stock necessary to gain control of the Company may increase the cost
to a potential tender offeror and prevent the tender offer from being made even
though such offer may have been desirable to many of the Common Stock holders.
The ability of the Board, without any additional shareholder approval, to issue
shares of Preferred Stock with such rights, preferences, privileges and
restrictions as determined by the Board could be employed as an anti-takeover
device. The amendment is not intended for that purpose and is not proposed in
response to any specific takeover threat known to the Board. Furthermore, this
proposal is not part of any plan by the Board to adopt anti-takeover devices and
the Board currently has no present intention of proposing anti-takeover measures
in the near future. In addition, any such issuance of Preferred Stock in the
takeover context would be subject to compliance by the Board with applicable
principles of fiduciary duty.
The Board believes that the financial flexibility offered by the amendment
outweighs any of its disadvantages. To the extent the proposal may have
anti-takeover effects, the proposal may encourage persons seeking to acquire the
Company to negotiate directly with the Board, enabling the Board to consider the
proposed transaction in a non-disruptive atmosphere and to discharge effectively
its obligation to act on the proposed transaction in a manner that best serves
all the shareholders' interests. It is also the Board's view that the existence
of the Preferred Stock should not discourage anyone from proposing a merger or
other transaction at a price reflective of the true value of the Company and
which is in the interests of its shareholders.
Effectiveness of the Creation of the Authorized Class of Preferred Stock
If approved by the Company's shareholders, the creation of the authorized class
of preferred stock will become effective upon the filing of the Articles of
Amendment with the Secretary of State of the State of Nevada. The Board intends
to file the Articles of Amendment as soon as practicable once shareholder
approval is obtained.
No Appraisal Rights
Under Nevada law, the Company's shareholders are not entitled to appraisal
rights with respect to the creation of the authorized class of preferred stock.
Required Vote
The affirmative written consent and approval of the holders of a majority of the
voting power of the outstanding shares of Common Stock is required to approve
and ratify Proposal No. 3.
THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE ADOPTION AND APPROVAL
OF THE PROPOSED AMENDMENT TO OUR ARTICLES OF INCORPORATION TO CREATE THE
AUTHORIZED CLASS OF PREFERRED STOCK.
9
OTHER INFORMATION
In the event that there are any questions about the giving of written consent
with respect to the corporate actions proposed herein, or further assistance or
information is required, please contact Robert Foo, Paragon Polaris
Strategies.com Inc., Suite 1700, 1111 West Georgia Street, Vancouver, BC Canada
Tel: (604) 681-1754.
BY ORDER OF THE BOARD OF DIRECTORS
Date: March 25, 2003
/s/ ROBERT FOO
----------------------------
ROBERT FOO, President
PARAGON POLARIS STRATEGIES.COM INC.
Suite 1700, 1111 West Georgia Street
Vancouver, British Columbia
Canada V6E 4M3
Tel: (604) 681-1754
NOTICE OF CONSENT REQUESTED FROM SHAREHOLDERS WITHOUT A SPECIAL MEETING
To the Shareholders of PARAGON POLARIS STRATEGIES.COM INC.
NOTICE IS HEREBY GIVEN that the Board of Directors of PARAGON POLARIS
STRATEGIES.COM INC., a Nevada corporation (the "Company") are soliciting the
written consent and approval from the shareholders of the Company to take
corporate action approving and consenting to the following matters without the
necessity of holding a special meeting of the shareholders:
1. the amendment to the Articles of Incorporation to change the name of the
Company from "PARAGON POLARIS STRATEGIES.COM INC." to "ICOWORKS INC.";
2. the amendment to the Articles of Incorporation to increase the number of
authorized shares of the common stock of the Company to 100,000,000 shares;
and
3. the amendment to the Articles of Incorporation to create an authorized
class of 10,000,000 shares of preferred stock.
Your attention is directed to the Consent Statement accompanying this Notice
which more fully describes the foregoing proposals. The Board of Directors has
fixed the close of business on March 14, 2003, as the record date (the "Record
Date") for the determination of the stockholders entitled to vote on the
corporate actions for which consent and approval is being solicited.
The Board of Directors has fixed the close of business on April 7, 2003 as the
date by which written consents and approvals are to be received by shareholders
of record of a majority of the issued and outstanding common stock to effect the
action on the proposals for which action is being sought. Shares can be voted
only if the holder completes, signs and returns the Consent/Proxy form
concerning the proposals for which consent and approval is being solicited by
the Board of Directors of the Company.
The officers and directors of the Company request that you vote in connection
with the corporate action upon which consent and approval is being solicited. To
insure your participation, you are urged to mark, date, sign and return the
enclosed Consent/Proxy as promptly as possible.
YOU MAY REVOKE YOUR CONSENT/PROXY IN THE MANNER DESCRIBED IN THE ACCOMPANYING
CONSENT STATEMENT AT ANY TIME BEFORE ACTION AUTHORIZED BY SIGNED
CONSENTS/PROXIES BECOMES EFFECTIVE.
By Order of the Board of Directors,
/s/ Robert Foo
ROBERT FOO, President
March 25, 2003
IMPORTANT
SHAREHOLDERS ARE REQUESTED TO DATE, SIGN AND MAIL THE ENCLOSED CONSENT/PROXY TO
THE COMPANY PRIOR TO APRIL 7, 2003.
PARAGON POLARIS STRATEGIES.COM INC.
CONSENT/ PROXYCONSENT BY SHAREHOLDERS OF PARAGON POLARIS STRATEGIES.COM INC.
TO ACTION WITHOUT A MEETING
THIS CONSENT/ PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned shareholder of record of PARAGON POLARIS STRATEGIES.COM INC., a
Nevada corporation (the "Company") hereby consents to each of the following
corporate actions without a meeting pursuant to NRS 78.320 with respect to all
shares of common stock of the Company held by the undersigned.
Please mark your votes as indicated: [X]
IF NO DIRECTION IS MADE, THE UNDERSIGNED WILL BE DEEMED TO HAVE CONSENTED AND
VOTED IN FAVOR OF THE NAME CHANGE, THE INCREASE TO THE AUTHORIZED COMMON STOCK,
AND THE CREATION OF PREFERRED STOCK.
1. Resolved that the Articles of Incorporation of the Company be amended to
change the name of the Company from "PARAGON POLARIS STRATEGIES.COM INC."
to "ICOWORKS INC."
CONSENT WITHOLD CONSENT ABSTAIN
[__] [__] [__]
2. Resolved that the Articles of Incorporation of the Company be amended to
increase the number of authorized shares of common stock of the Company to
100,000,000 shares.
CONSENT WITHOLD CONSENT ABSTAIN
[__] [__] [__]
3. Resolved that the Articles of Incorporation of the Company be amended to
create an authorized class of 10,000,000 shares of preferred stock.
CONSENT WITHOLD CONSENT ABSTAIN
[__] [__] [__]
IMPORTANT - PLEASE COMPLETE, SIGN, DATE AND RETURN PROMPTLY. When shares are
held by joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee, or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by an authorized
person.
Total Number of Shares Held: _______________________________ Shares
(Will apply to all shares held
by the Shareholder if not specified)
Please Print Name of Shareholder: _______________________________
Date of Execution _______________________________, 2003
_______________________________
Signature of Shareholder
_______________________________
Signature of Shareholder, if held jointly