<PAGE>


                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB
(Mark One)
[X]     Annual  Report  Pursuant  To  Section  13 Or 15(D) Of The Securities
        Exchange  Act  Of  1934

        For  the  fiscal  year  ended  December  31,  2002

[ ]     Transition  Report  Under  Section  13  Or  15(D)  Of  The Securities
        Exchange  Act  Of  1934

        For  the  transition  period  from  _____  to  _____

COMMISSION  FILE  NUMBER  000-33163
                          ---------

                       PARAGON POLARIS STRATEGIES.COM INC.
                       -----------------------------------
                 (Name of small business issuer in its charter)

NEVADA                                              76-0609444
-------------------------------                     -------------------
(State or other jurisdiction of                     (I.R.S. Employer
 incorporation or organization)                     Identification No.)
------------------------------

Suite 1700, 1111 West Georgia Street
Vancouver, British Columbia, Canada                 V6E 4M3
---------------------------------------             -----------
(Address of principal executive offices)            (Zip Code)

604-681-1754
---------------------------

Issuer's telephone number


Securities registered under Section 12(b) of the Exchange Act:      NONE.
                                                                    -----

Securities  registered  under  Section  12(g)  of  the  Exchange  Act:

                    COMMON STOCK, PAR VALUE $0.001 PER SHARE.
                    -----------------------------------------

Check  whether  the issuer (1) filed all reports required to be filed by Section
13  or  15(d) of the Exchange Act during the past 12 months (or for such shorter
period  that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.    Yes  [X]   No  [ ]

Check  if there is no disclosure of delinquent filers in response to Item 405 of
Regulation  S-B  is  not  contained  in  this  form,  and  no disclosure will be
contained,  to  the  best  of  registrant's  knowledge,  in  definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or  any  amendment  to  this  Form  10-KSB.  [X]

State  issuer's  revenues  for  its  most  recent  fiscal  year  $NIL
                                                                 ----

State the aggregate market value of the voting and non-voting common equity held
by  non-affiliates computed by reference to the price at which the common equity
was  sold,  or  the  average  bid and asked price of such common equity, as of a
specified  date  within  the  past 60 days. (See definition of affiliate in Rule
12b-2  of  the  Exchange  Act.)  $3,940,500,  as  of  March  27,  2003.
                                 --------------------------------------

State the number of shares outstanding of each of the issuer's classes of common
equity,  as of the latest practicable date.   12,886,398 SHARES OF COMMON STOCK,
                                              ----------------------------------
AS  OF  MARCH  24,  2003.
-------------------------



                                  Page 1 of 37


<PAGE>

                       PARAGON POLARIS STRATEGIES.COM INC.

                          ANNUAL REPORT ON FORM 10-KSB

                                      INDEX

                                                                            PAGE
PART I

Item 1.     Description  Of  Business.                                        3

Item 2.     Description  Of  Property.                                       15

Item 3.     Legal  Proceedings.                                              15

Item 4.     Submission  Of  Matters  To  A  Vote  Of Security Holders.       15


PART II

Item 5.     Market  For Common Equity And Related Stockholder Matters.       16

Item 6.     Management's Discussion And Analysis Or Plan Of Operation.       17

Item 7.     Financial  Statements.                                           19

Item 8.     Changes  In  And  Disagreements  With Accountants On
            Accounting And Financial  Disclosure.                            27


PART III

Item 9.     Directors,  Executive  Officers,  Promoters  And
            Control  Persons; Compliance  With  Section  16(A)  Of
            The  Exchange  Act.                                              27

Item 10.    Executive  Compensation.                                         29

Item 11.    Security  Ownership  Of Certain Beneficial Owners
            And Management.                                                  31

Item 12.    Certain  Relationships  And  Related  Transactions.              32

Item 13.    Exhibits  And  Reports  On  Form  8-K.                           33

Item 14.    Controls  And  Procedures.                                       34


                                  Page 2 of 37



<PAGE>

                                     PART I


ITEM 1.     DESCRIPTION OF BUSINESS.

CORPORATE ORGANIZATION

Paragon  Polaris  Strategies.com  Inc.  (the  "Company") was incorporated in the
State  of  Nevada  on  May  27,  1999.

On  July  1, 1999, the Company acquired limited rights to distribute and produce
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.  The  rights to use this technology were
subsequently  withdrawn  by  agreement  with  the  owner.  Paragon  Polaris
subsequently  acquired  a  three  year  license  to  market  and  sell vitamins,
minerals,  nutritional supplements from Vitamineralherb.com Inc.   This business
has  been  abandoned  by  the  Company.

The  Company  has  entered  into an agreement on November 20, 2002 to merge with
Icoworks,  Inc.  (www.icoworks.com),  a  Nevada  corporation that specializes in
offering  a  complete  array  of  industrial, oilfield and commercial appraisal,
liquidation  and  auction services. Under the terms of the merger agreement, the
Company  has  agreed  to issue shares of its common stock to the shareholders of
Icoworks  on  a  two-for-one  basis.

The  board  of directors of the Company also approved a two-for-one split of the
Company's  common  stock  concurrent  with  the  entering  into  of  the  merger
agreement.  The  Company's  authorized  capital  was  increased  from 25,000,000
shares  to 50,000,000 shares of common stock in connection with the stock split.

The  Company completed the acquisition of a 56% interest in Icoworks on February
20,  2003  through  the private acquisition of 3,593,199 shares of Icoworks from
several  non-U.S.  shareholders.  The  Company  issued  7,186,398  shares of its
common stock to acquire this interest.  The Company plans to complete the merger
with  Icoworks as contemplated by the merger agreement.  The Company anticipates
issuing  an  aggregate of 12,886,398 shares in order to complete the acquisition
of  all of the outstanding shares of Icoworks, inclusive of the 7,186,398 shares
issued  by the Company on February 20, 2003 to acquire the majority 56% interest
in  Icoworks.  In  addition,  the Company will issue options and warrants to the
current  optionholders and warrantholders of Icoworks on a one-for-one pre-split
basis.  The  completion  of  the  merger  will  be  subject  to  approval by the
shareholders  of  both the Company and Icoworks.  The Company will be proceeding
with  the  filing  of  a registration statement with the Securities and Exchange
Commission  in  connection  with  obtaining  shareholder approval of the merger.

The Company has adopted the business name of "Icoworks, Inc." pending completion
of  the  merger.  The  Company  is  seeking  the  consent  of  a majority of its
shareholders  to  the  change  of  its  corporate  name  to "Icoworks Inc.", the
increase  to  the  authorized  number  of  shares of common stock to 100,000,000
shares  and the creation of a class of 10,000,000 authorized shares of preferred
stock.  Each  of  these  changes  will  require  an  amendment  to the Company's
articles  of  incorporation.  If shareholder approval is obtained, these changes
are  anticipated  to  be effective approximately April 7, 2003, at the earliest.

The  Company  does  not  have  any  business  or subsidiaries other than its 56%
interest  in  Icoworks.


                                  Page 3 of 37


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DESCRIPTION OF ICOWORKS BUSINESS

OVERVIEW OF ICOWORKS

Icoworks  is  engaged  in  the asset realization business and is a provider of a
full  and  comprehensive range of auction, liquidation and appraisal services to
the  industrial,  oilfield,  commercial  and office markets.  Icoworks' business
operations  have  historically  been  based in Calgary, Alberta, Canada and have
recently  been  expanded to include a subsidiary operation in Oakville, Ontario,
Canada.  Icoworks  plans  to  expand its business, both through the expansion of
its  traditional  auction,  liquidation  and  appraisal services and through the
acquisition  of  other businesses engaged in the asset realization business that
complement  Icoworks'  growth  strategy.  Icoworks  also  plans  to  enhance its
traditional  services  by  the  use  of  technology,  including  the use of live
internet auctions, online internet auctions and technology-assisted auctions, in
order  to  expand  the  scope  of potential purchasers for its asset realization
business  and  to  facilitate  auction  transactions.

CORPORATE BACKGROUND

Icoworks was incorporated as a Nevada corporation on February 27, 1998 under the
name  "Miracle  Living  Centers,  Inc."  The  corporate  name  was  changed  to
"TradeZap,  Inc."  on  December  8,  2000.  The  corporate name was subsequently
changed  to  "Icoworks,  Inc."  on  May  6, 2002 to reflect its current business
operations.

Icoworks  acquired  all  the issued and outstanding common shares of Bill Wigley
Auction  Services Ltd. effective December 1, 2001.  Bill Wigley Auction Services
Ltd.  was  subsequently  renamed  Icoworks  Services Ltd. ("Icoworks Services").
Icoworks  Services  is  an Alberta corporation incorporated on January 30, 1987.
Icoworks  Services  has  been  in  the business of providing auction liquidation
appraisal services to the industrial, oilfield, commercial and office markets in
Calgary,  Alberta, Canada since 1987. Icoworks Services is the primary operating
subsidiary  of  Icoworks  in Canada. Icoworks Services has specific expertise in
the  oilfield exploration and production sector and is considered to be a leader
in  this market.  Icoworks Services also participates in all types of industrial
and  commercial  auctions,  appraisals  and  liquidations. With the acquisition,
Icoworks  obtained  an up-to-date database of some 65,000 active clients of Bill
Wigley  Auction  Services  with  over  100  different  interest classifications.

Icoworks  Services  entered into a three year employment agreement with Mr. Bill
Wigley,  the former owner of Icoworks Services on the closing of the acquisition
effective December 1, 2001.  Mr. Wigley was also appointed as the vice president
-  industrial  auctions  for  Icoworks.

Icoworks  purchased  DM  International  Appraisals and Consulting, Ltd. in April
2002 from Mr. Darrell McGrath.  DM International Appraisals and Consulting, Ltd.
is  an  equipment  appraisal company that was owned and operated by Mr. McGrath.
Mr.  McGrath  has in excess of 24 years of experience and has thorough knowledge
of  oilfield  equipment and other physical assets.  The appraisal business of DM
International  Appraisals  and  Consulting  Ltd.  involves  offering  accurate,
up-to-date  evaluations  of  physical  assets,  as  well  as qualified advice in
determining  the useful life of equipment or the cost to materially increase the
value  of  equipment.  On  the  closing  of  this acquisition, Icoworks Services
entered  into a one year employment agreement with Mr. McGrath pursuant to which
he  is  paid  $9,000  CDN  per  month.  Mr.  McGrath is currently the manager of
oilfield  services  for  Icoworks  Services.

Icoworks  incorporated  Icoworks  Eastern  Limited  to  conduct  its  Ontario
operations.  Icoworks incorporated Icoworks Services Inc., a Nevada corporation,
on  March  14,  2003,  to  carry  out  its  United  States operations.  Icoworks
incorporated  Icoworks  Joint  Ventures Inc. to carry out its joint ventures for
bought  deals.

INDUSTRY BACKGROUND

Icoworks  competes  in  the  industrial  and commercial auction, liquidation and
appraisal  market.  According  to  the  US National Auctioneers Association (the
"NAA"),  the  commercial auction market in the United States generated in excess
of  $267.5  billion in gross sales in 2001.  The NAA estimated that there are an
average


                                  Page 4 of 37


<PAGE>

of 600,000 commercial auctions held each year in the United States, by more than
12,000  licensed auctioneers. Bain and Company have estimated the market for the
disposal  of  corporate  assets  is  approximately  $300  billion  per  year.

The  industrial  equipment  market  redistributes  factory processing industrial
plants,  movable equipment, such as back hoes, excavators, trucks, forklifts and
other  construction  equipment.  Used  equipment  is  sold  by  equipment
manufacturers,  distributors,  dealers,  equipment  brokers,  equipment  rental
companies  and  auctioneers.  These  sources  account  for  the majority of used
equipment  sales;  however,  auctioneers provide the unique service of arranging
for  groups  of buyers and sellers to convene and to complete transactions.  The
NAA  estimates  that  there  is  approximately  $1  trillion  in used industrial
equipment  currently  in  operation and that approximately $100 billion worth of
used  equipment will trade hands annually.  Of this market, the auction industry
currently  handles approximately 5% of used industrial equipment sales annually.

Icoworks believes that more used equipment sales will occur through auctions, as
a  result  of  increased acceptance of the auction as a method to sell products.
In  addition,  Icoworks  believes  that  there  has been a growing acceptance of
auctions,  especially  online  auctions,  as  a low cost and efficient means for
matching buyers and sellers.  Accordingly, Icoworks anticipates that the auction
channel  will facilitate an increasing share of the used equipment market in the
future.

ICOWORKS' SERVICES

Icoworks  provides  asset realization services to its customers.  These services
primarily  involve  auction  liquidation  and appraisal services.  The Company's
plan  is to increase the scope of its services to include bought deals and other
arrangements  where  Icoworks  would  acquire  a business interest in the assets
being  sold  in  addition  to  facilitating  the  sale  of  assets.

Auction Services
----------------

Icoworks  is  primarily  involved  in  the  auction  business. Icoworks conducts
auctions  on  behalf of its customers who desire or are required to sell assets.
The  range of asset disposition services that Icoworks offers in connection with
its  auction  services  includes  the  following:

(a)  Sales  of  industrial  and  commercial  assets in commercial and industrial
     bankruptcies  on  behalf  of  receiver  managers  and  trustees;

(b)  Sales  of  assets  seized  by  sheriffs;

(c)  Sales  of  assets  repossessed  by  creditors  under  security  agreements;

(d)  Managed  asset  removal  and  settlement  transactions;

(e)  Private  treaty  sales  for  companies;

(f)  Sales  of  assets  for  consignors.

Valuations And Appraisals
-------------------------

Icoworks  provides  valuations and appraisals in connection with its auction and
liquidation services.  The appraisal and evaluation process is an important step
in attracting equipment for an auction or liquidation.  Most appraisals commence
when  Icoworks  personnel  visit  the  location  of  the  prospective customer's
equipment.  Appraisals  tend  to be directed towards entire plants and equipment
spreads available because of a bankruptcy, foreclosure, divestiture, abandonment
or  relocation  process.  Appraisals  of  individual  or  smaller  groupings  of
equipment  are  usually  performed  for  inclusion  in  a  larger  auction.  In
completing  the  appraisal process, Icoworks describes each item to be appraised
in  a  standard  format.  The equipment description includes information such as
year  of  manufacture,  manufacturer,  model,  serial  number,


                                  Page 5 of 37


<PAGE>

attachments and condition, including references to refurbishing work required to
make  each item ready for sale. Photographs are taken of as many of the items as
practical.  Icoworks  appraisers  then  assign values to each item of equipment.
Once  this  initial  process  is  completed,  Icoworks appraisers and management
consult  to  arrive  at  a  final  valuation  for  the  prospective  customer.

In  addition  to valuations and appraisals in connection with auctions, Icoworks
consults  with  financial  institutions, public and privately held corporations,
and  creditor  groups to provide valuations on both a fee for services basis and
as  a basis for custom proposals for prospective customers.  Members of Icoworks
have  consulted  as  expert  witnesses  in  judicial proceedings relating to the
valuation  of  assets.

Liquidations
------------

The  Company  conducts retail-style liquidations for various clients on either a
fee for service or commission basis.  Customers are typically receiver managers,
trustees  in  bankruptcy  or  private  customers  in  the process of liquidating
assets.

Icoworks' Specific Industry Experience
--------------------------------------

Icoworks'  focus is on asset realization of industrial and commercial equipment.
Icoworks  has  developed  specific  industry  experience in the following areas:

(a)     INDUSTRIAL

(1)     Plants  and  factories

(2)     Manufacturing
(3)     Warehouse  and  materials  handling
(4)     Metal  stamping  and  forming
(5)     Woodwork  and  millwork
(6)     Food  processing
(7)     Architectural  glass
(8)     Spun  glass  insulation
(9)     Windows  and  doors

(b)     OILFIELD

(1)     Production  and  facilities
(2)     Drilling  and  well  servicing
(3)     Gas  plants  and  refineries
(4)     Transmission

(c)     COMMERCIAL

(1)     Office  furnishings
(2)     Computers  and  electronics
(3)     Restaurant  equipment
(4)     Industrial  rental
(5)     Automotive
(6)     Recreational  vehicles
(7)     Marine

(d)     MINING

(1)     Extraction:  open  pit  and  underground
(2)     Milling  and  concentration
(3)     Drilling  equipment


                                  Page 6 of 37


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(e)     FORESTRY

(1)     Sawmills  and  wood  products
(2)     Shingle  mills
(3)     Value  added  processing

(f)     CONSTRUCTION

(1)     Road  construction
(2)     Pipeline  construction
(3)     Building  construction
(4)     Major  project  completions  (dams,  hydro  projects,  etc.)
(5)     Aggregate  and  crushing

(g)     LIQUIDATION

(1)     Retail
(2)     Wholesale
(3)     Manufacturing
(4)     Industrial


THE ICOWORKS AUCTION PROCESS

Icoworks  typically  conducts  auctions from its own facilities.  Icoworks has a
24,000 square foot facility in Calgary, Alberta, which has historically been the
center  of the Company's business operations.  Icoworks recently opened a 12,000
square  foot  office, warehouse and auction arena in Oakville, Ontario to handle
increased  demand  perceived  by  Icoworks  for  Ontario  based  auctions.

Icoworks  will  also carry out auctions on-site.  On-site auctions are typically
carried out for liquidation of operating plant and facilities auctions where the
assets  to  be  auctioned  off  are  not  mobile.

Icoworks'  services  are  designed  to  provide  for the maximum net recovery on
assets  sold  to its customers.  Icoworks provides full services from an initial
review  and  evaluation  through to the final disposal of assets.  In completing
auctions,  Icoworks  prepares  asset  listings which provide detailed appraisals
based  on  the  in-depth  market  knowledge  of  Icoworks  staff.

Customers
---------

Icoworks'  services  typically  begin with an equipment appraisal that gives the
prospective  customer  a  reliable  and  credible  estimate  of the value of the
appraisal  equipment.  Icoworks  generally sells equipment on a commission basis
whereby  Icoworks  receives  a  straight commission based on a percentage of the
total assets sold.  Icoworks is also generally prepared to offer its customers a
choice  of  a  straight  commission, a guaranteed minimum return on assets or an
outright  purchase.  The  amount of a minimum guaranteed return on assets or the
price  of  an outright purchase is based on the Icoworks appraisal of the assets
to  be  sold  and  the  factoring  in  of  a  necessary return on investment for
Icoworks.

In addition to appraisal services, Icoworks coordinates the cleaning, repair and
refurbishment of the equipment to be sold and provides advice to the customer on
how  to  present  equipment  in  order  to  maximize  the  customer's  proceeds.
Following the auction, Icoworks collects the purchase price and disburses to the
net  proceeds  realized from the auction to the customer.  Icoworks provides its
customers  with  a  standardized  settlement statement showing the sales prices,
commissions  and  any  amounts  deducted  for  refurbishment  or  other services
authorized  by  the  customer.


                                  Page 7 of 37


<PAGE>


Bidders
-------

Icoworks  provides  an  array  of  services  to  make the bidding and purchasing
process convenient for prospective purchasers.  Icoworks requires that customers
provide  free and clear title of any equipment to be sold in order that Icoworks
can give warranties as to free and clear title to each buyer.  Equipment offered
at  each  auction  is available for inspection by prospective buyers before each
auction.  Icoworks  prepares  a detailed item-by-item catalogue for each auction
for  customer convenience.  The catalogue is delivered to each prospective buyer
upon  registration  at  the  auction  sale.  Other  services include information
regarding  travel  arrangements,  expedited  check-in  procedures,  streamlined
paperwork, meeting rooms, facilitating third-party financing and leasing, access
to  trucking  and freight forwarding, vehicle registration and customs brokerage
services  at  the  auction  site.

High Quality Services For Consignors And Bidders
------------------------------------------------

Icoworks'  operations  are conducted on a standardized basis in order to provide
customers  with  the  assurance  that  they will obtain the best return on their
equipment  sales  and to give bidders the confidence that they will be given the
opportunity  to  obtain  equipment  at  a  fair price.  In order to achieve this
objective,  Icoworks has adopted fair auction practice standards and attempts to
establish  a reputation as a fair dealer.  Auction practices used by auctioneers
can  vary significantly and may not consider the interests of buyers and sellers
equally.  In  order  to  ensure  confidence  in the auction market, all Icoworks
auctions are unreserved, meaning that there are no minimum prices, and each item
is  sold  to  the  highest  bidder on the day of the auction.  By contract, each
customer  is  prohibited from bidding on its own items at the auction, or in any
way  artificially  affecting  the  result of the auction.  In addition, Icoworks
adheres to policies prohibiting its staff from artificially affecting the result
of the auction by bidding on any items in an auction.  Icoworks' objective is to
ensure  that  each bidder has confidence that if he or she makes the highest bid
for  an  item, it will be sold to that bidder, even if that bid is less than the
item's  anticipated  sales price.  The objective is to ensure increased customer
attendance  and  an  accompanying  increase in value received for assets sold at
Icoworks'  auctions.

INCORPORATION OF TECHNOLOGY INTO THE ICOWORKS AUCTION PROCESS

Icoworks  has  undertaken  a  program  to  integrate technology into its auction
operations.  The  objectives of this technology integration are to: (i) increase
the  level  of customer service that Icoworks delivers to customers; (ii) expand
the  scope  of  bidders that participate in each auction; and (iii) increase the
efficiency  of  each  auction.

Icoworks  has  developed  proprietary  software to assist it in managing auction
data and its auction processes.  Icoworks' software includes specific electronic
commerce  functionality  and  sophisticated  marketing  tools,  including  the
following  features:

(a)  Detailed  item  listings  and  descriptions  with multiple pictures of each
     item;

(b)  Advanced  search  engine  capabilities  to  lead  buyers  to  items faster;

(c)  Content  management;

(d)  Online  e-commerce  management;

(e)  News  and  calendars;

(f)  Interactive  online  brochures;

(g)  Inventory  management;

(h)  Auction  catalogue  development  software;


                                  Page 8 of 37


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(i)  Sophisticated  database  management  tools;

(j)  Buyer  and  prospect  list  management;

(k)  Mailing  and  e-mailing  campaigns;

(l)  Broadcast  fax  services;

(m)  Internet  traffic  and  sales  analysis;

(n)  Site  usage  and  real-time  page  view  analysis;

(o)  Foreign  languages  and  currencies,  if  required.

This software enables Icoworks to distribute auction to prospective bidders with
increased efficiency and breadth of distribution.  The advantage to customers is
that  Icoworks  is  able  to  achieve  greater publicity and information on each
auction  event.

Online  Auctions
----------------

Icoworks  has  introduced live auctions using BidSpotter webcasting technologies
owned by BidSpotter.com, a private company, with which Icoworks has no relation.
Icoworks  uses  the  BidSpotter  technology  to  broadcast  traditional auctions
conducted  by  Icoworks  to  interested  online  bidders.  The  use of this live
auction  internet  technology  enables  Icoworks to broaden the scope of bidders
that  are  able to participate in Icoworks' auctions.  Interested online bidders
who  participate using the BidSpotter technology are able to receive a broadcast
of  the  bidding  activity  and  live  audio to their computer via the Internet.
Online  bidders  have  the  opportunity  to  bid against bidders situated on the
auction  house floor and are able to follow the progress of each auctioned item.
The  use  of the live auction internet technology is an opportunity for Icoworks
to  reach  bidders  who  may  not  normally make it to auction sites due to time
constraints  or  travel limitations.  The objective is to increase the potential
sales  price  of  items  that  Icoworks  sells  through  its  auction  services.

Icoworks  Auction  Management  System
-------------------------------------

Icoworks  uses the Sold II Auction Management System.  This computer system is a
wireless multi-user auction management system that offers portability via laptop
computers  and point-to-point wireless data communication.  This computer system
allows  Icoworks  to  run up to five auction rings simultaneously.  The computer
system  enables  Icoworks  to  deliver customized seller reports detailing items
sold,  prices  achieved and correspondingly commissions charged immediately upon
the  closing  of  auction  sales.

Icoworks  Website
-----------------

Icoworks  has  established  a  website  on  the  internet  at  www.icoworks.com.
Icoworks  uses  the website to enable users to view items to be sold at auctions
to  be  conducted  by Icoworks.  The website also provides corporate information
and  is  a  means  for  Icoworks  to  market  its  services.

e-Bay  Store
------------

Icoworks  maintains a store on the e-Bay website for the conduct of time limited
auctions.  Products  offered  for  sale  by  Icoworks  via  auction on the e-Bay
website  may  be  viewed  by  users  of  the  e-Bay  website.


                                  Page 9 of 37


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MARKETING  STRATEGY

Icoworks'  marketing  strategy  includes  the  following  elements:

1.     Customer  Evaluations  Database
       -------------------------------

Icoworks maintains a database of more than 200,000 names that has been developed
from  Icoworks'  prior  business  activities  and  associations.  This  database
includes names of both customers and prospective bidders.  The database contains

key  information  that  can  be  used  to  market  Icoworks' services, including
information  relating  to  key  personnel,  industry,  current  issues,  auction
attendance,  trade  association membership, buying habits, travel and accredited
information.  In  addition,  Icoworks  maintains  a  database  of  equipment
evaluations  for  past  sales  prices  at  auctions, as well as other sources of
information.  This evaluation database allows Icoworks to identify market trends
that  both  facilitate  accurate  appraisals  and  allow  Icoworks to target its
marketing  in  response  to  these  trends.

The  customer  evaluations  database  is  an  important  component  of Icoworks'
marketing  strategy.  Icoworks uses its database to be able to sell its services
to customers who are interested in achieving the broadest possible publicity for
sales  of  their items.  Once the auction process is underway, Icoworks can then
target  potential  bidders  and purchasers from its database.  Icoworks can then
correspond with these prospective bidders and provide them information regarding
items  to  be  auctioned.  The  objective of this marketing strategy is again to
achieve  the  best  possible  sales  market  for  the  customers.

2.     Items
       -----

Icoworks  uses a system designed by Icoworks and referred to as the "Ico Auction
Wave  System"  to  maximize  auction  preparation,  marketing  and  operation
efficiencies.  The  system  incorporates  the  following  strategies:

(a)     Prospective  users  and/or  groups  of bidders are profiled according to
their  buying  or  viewing  habits;

(b)     Based  on  prospective  user profiles, Icoworks then implements targeted
marketing  campaigns  that  include  special catalogue views, prices, discounts,
advertising  and  direct  mailings;

(c)     Icoworks builds and populates product catalogues for prospective buyers.
These  product  catalogues  include  advanced  search  capabilities,  business
analytics  and  targeting functions that integrate with data provided by outside
partners.

(d)     Icoworks  performs  business  analytics to analyze and report on product
and  customer  behavior in order to target prospective buyers with the objective
of  maximizing  revenue  from  auction  sales.

3.     Marketing  of  Icoworks  Services
       ---------------------------------

Icoworks  prepares  professionally  designed  detailed brochures, catalogues and
mailers, complete with color pictures that are made available by mail and online
through the Icoworks website.  Icoworks plans to identify strategic partners and
enter into strategic relationships in order to make potential customers aware of
its  services  and  to  expand  the  scope  of  prospective buyers for Icoworks'
auctions.


ICOWORKS'  BUSINESS  STRATEGY  AND  PLAN  OF  OPERATIONS
--------------------------------------------------------

Icoworks'  business  strategy  is  to  continue  to expand its asset realization
business with the objective of increasing revenues and profitability.  Icoworks'
strategies  to  achieve  this  business  plan  are  as  follows:

1.     Icoworks  intends  to target and acquire regional auction businesses that
are  currently  engaged  in  traditional  industrial  and commercial auction and
liquidation  services.  The  objective  of  this


                                  Page 10 of 37


<PAGE>

strategy  is to expand the geographic scope of Icoworks' business, to expand its
customer  base and to expand the scope of the prospective bidders for items sold
by Icoworks. By pursuing this strategy, Icoworks plans to be able to market to a
broader  base  of customers on the basis that Icoworks' geographic influence and
its  database  of  prospective bidders will result in customers achieving higher
prices  for  items  to  be  sold.

2.     Icoworks  plans  to continue to integrate technology into its traditional
auction  business.  Icoworks  will  focus  its  efforts  on  using technology to
supplement  its  existing  traditional  auction  business  services, rather than
attempting  to shift traditional auctions into an online format.  Icoworks plans
to  continue the use of live internet auctions using the BidSpotter or competing
technology.  Icoworks  also  plans  to  pursue online auctions through its e-Bay
store.  Icoworks  will  also  consider  conducting live online auctions that are
accessible  to  users  through  its  corporate  website.

3.     Icoworks  plans to pursue creative financing strategies for financing and
selling  bought  deals.  Bought deals involve purchase of a group of assets from
the  seller  at  a  discount to the anticipated selling price.  The advantage of
this  arrangement  to  a  seller  is  that  the  seller would be able to achieve
immediate  proceeds from the sale at a guaranteed amount rather than waiting for
the  completion  of  the  auction  process  and  being  at  risk  to  lower than
anticipated  sales price at the auction.  The risk to Icoworks as a purchaser is
that  it  would  not be able to sell the assets at the price paid to the seller.
In  order  to  be able to participate in such ventures at a lower risk, Icoworks
plans  to  evaluate  the  financing transactions, including limited partnerships
whereby  Icoworks and other venture partners would fund the purchase price for a
block of assets and share the risk associated with the sale of the assets on the
market.  This  business  strategy  would  offer  greater  potential  returns for
Icoworks,  but  at potentially greater risks than in its traditional auction and
liquidation  business  where  assets  are  sold  on  a  fixed  commission basis.

Icoworks  has  incorporated  a subsidiary, Icoworks Joint Ventures Inc., for the
purpose  of  financing  and  selling  bought deals.  Icoworks and Icoworks Joint
Ventures  Inc.  have  entered  into a joint venture agreement with three initial
investors.  The  purpose  of  the  joint  venture  formed  pursuant to the joint
venture  agreement  is  to  purchase  and  resell  various types of assets being
liquidated  in  receiverships  and  bankruptcy on a "bought deal" basis.  Assets
purchased will be resold using the services of Icoworks.  The joint venture will
plan  to  generate  profit  by  selling  these assets at a higher price than the
original  purchase  cost plus costs of sale.  Under the joint venture agreement,
Icoworks  will  carry  out the purchase and sale of assets for each bought deal.
Icoworks  Joint  Ventures  Inc.  has agreed to pay to Icoworks 3.5% of the gross
sale  price  of the assets to compensate Icoworks for sale costs relating to the
marketing,  promotion  and  resale  of  the purchased assets.  The gross profit,
being  the sale price of each completed sale, less acquisition costs, sale costs
and  any  additional  costs,  will  be  distributed  as  follows:

(1)     65%  to  Icoworks,  and
(2)     35%  to  be  divided  proportionately  to  each  of  the  joint  venture
        investors.

Icoworks  has  guaranteed  a  return  to  each joint venture investor of 15% per
annum.  The term of the joint venture agreement is for a minimum of one year and
a  maximum  of three years.  Icoworks will report quarterly to the joint venture
investors  and distributions will be made on a quarterly basis of cash available
for  distribution.  The  joint venture investors will have the option to convert
their  investments  in  Icoworks  Joint  Ventures Inc. into shares of our common
stock  at  any time within one year of their initial investment at a price based
on  the market price of our common stock for the period immediately prior to the
date  of  investment.

To  date, a total of three joint venture investors have agreed to participate in
the joint venture and have each advanced $400,000 CDN to Icoworks Joint Ventures
Inc.,  for  an  aggregate  total  investment  of  $1,200,000  CDN  (equal  to
approximately  $800,000  US  as  of  March  24,  2003).


                                  Page 11 of 37


<PAGE>

RISK  FACTORS

An  investment  in  the  common  stock  of the Company is highly speculative and
subject  to  a  high degree of risk. Only those persons who can bear the risk of
the  entire  loss  of  their  investment should participate.  An investor should
carefully  consider  the  risks  described  below, the other information in this
Annual Report on Form 10-KSB and the information with the Company's filings with
the  Securities  and  Exchange Commission before investing.  The risks described
below  are  not  the  only ones faced.  Additional risks that we are aware of or
that  we  currently  believe  are  immaterial  may become important factors that
affect  our  business.  If any of the following risks occur, or if others occur,
our  business,  operating  results  and  financial  condition could be seriously
harmed  and  the  investor  may  lose  all  of  their  investment.

If we are not able to secure future financings, then we may not be able to carry
out  our  business  plan  for  the  expansion  of  Icoworks.

Our business plan calls for the increased expansion of the business of Icoworks.
We  will be required to raise substantial funds in order to fund this expansion.
There  is  no  assurance  that  we  will  be  able to raise the additional funds
required.  In  addition,  future  capital  financings  may result in dilution to
current  holders  of  our common stock and may require the issuance of preferred
stock  that have rights and priority to our common stock.  There is no assurance
that  financings will be available to us on terms that are attractive to us.  In
the  event  that  we  are  unable to secure additional financing, then we may be
forced  to  scale  back the business plan of Icoworks and to reduce the business
activities  of Icoworks.  These measures could impact on the ability of Icoworks
to  achieve  profitability.

As the Icoworks merger is subject to approval of the shareholders of the Company
and  Icoworks,  there  is  no  assurance  that  this  merger  will  proceed.


We  have agreed to merge with Icoworks.  Upon completion of this merger, we will
issue  approximately  5,814,236 additional shares of our common stock to acquire
the  additional  44%  interest  in Icoworks that we do not own.  In addition, we
anticipate  that we will grant options and share purchase warrants to the option
and  warrant  holders of Icoworks.  The issuance of these securities will result
in  dilution to the holders of our common stock.  There is no assurance that our
shareholders  and  Icoworks  will  each approve these mergers.  In addition, the
merger  will  be  subject  to  dissent and appraisal rights in favor of both the
shareholders  of  the  Company  and  Icoworks.  If a substantial number of these
shareholders exercise their dissent rights, then we may be forced to abandon the
merger  due  to  the  high  cost  of  purchasing  the  shares  of the dissenting
shareholders.

If  the  expansion  strategy of Icoworks is not successful, then the Company may
not  achieve  profitability.

Our business plan involves the expansion of the traditional markets of Icoworks,
the  introduction  of  new  technology  to  Icoworks'  auction  business and the
entering  into  of  "bought  deals",  subject  to  our  achieving  the necessary
financing.  In  the  event that these expansion strategies are not successful in
generating  revenues that exceed the costs of the expansions, then Icoworks will
not  generate  sufficient  revenues  for  us  to achieve profitability.  In this
event,  our  business  and  financial  condition  will  be  adversely  impacted.

If  Icoworks'  customers do not accept the introduction of new technology to the
traditional  auction  process,  then  our profitability and the profitability of
Icoworks  will  be  adversely  impacted.

Icoworks  plans to continue to integrate technology into its traditional auction
business.  Examples  include  incorporating  state  of the art auction software,
online  auction participation and online auctions into the auction business. The
objective  of  these  strategies  is  to increase the efficiency of the Icoworks
auctions  by  expanding  the number of potential bidders. If the strategy is not
successful, then Icoworks may not be able to recover its investment in these new
technologies  with  the  result  that our business and financial condition would
adversely  impacted.


                                  Page 12 of 37


<PAGE>


If  the acquisition of strategy of Icoworks is not successful, then our business
and  financial  condition  and  the business and financial condition of Icoworks
will  be  adversely  impacted.

Icoworks'  plans  on acquiring traditional auction businesses in order to expand
the  geographic scope of its business.  This strategy is part of an overall plan
to  increase  the  number of bidders for equipment offered for sale by Icoworks.
The  acquisition  of  new  businesses is subject to various risks, including the
ability of Icoworks to integrate these new businesses into its current business,
the  presence  of  competitors in new markets, the ability of Icoworks to retain
personnel  from  businesses  that are acquired and the ability of newly acquired
businesses  to  generate  adequate  revenues.  If  Icoworks  is  not  able  to
successfully integrate new businesses into its current business, or if these new
businesses  are  not  successful  independently, then the business and financial
condition  of  Icoworks,  and consequently our business and financial condition,
would  be  adversely  affected.

There  is  no assurance that Icoworks will be successful in expanding its market
beyond  its  traditional  territory.

The business of Icoworks was founded and is currently based in Calgary, Alberta,
Canada.  The  Company's  base in this market is built on its years of experience
in this market and the experience of the Company's key employees in this market.
As  Icoworks  expands  the  geographic  scope  of  its  operations,  there is no
assurance that it will be able to translate its experience and the experience of
its  key employees to new markets.  The business formula employed by Icoworks in
its  current  markets may not prove to be successful in new territories due to a
variety  of  factors,  including  different  business  environments,  different
equipment  markets  and  the  presence  of  competitors  in new markets.  If the
business  strategy  used by Icoworks to date is not successful in new geographic
markets, then the business and financial condition of Icoworks, and consequently
our  business  and  financial  condition,  will  be  adversely  impacted.

If  Icoworks  is  not  successful  in  attracting  additional personnel with the
necessary  experience,  Icoworks may not be successful in its expansion efforts.

In order to employ its business expansion strategy, Icoworks will be required to
hire new employees that have expertise in the auction industry and that are able
to  enable  us  to  implement  our  business  strategy for Icoworks. There is no
assurance  that  Icoworks  will  be  able  to  hire  new employees that have the
necessary  experience  and  qualifications.  In  addition,  management  may have
difficulty  in  training  and  retaining  personnel  in  different  geographic
locations.  There is no assurance that the persons hired by Icoworks will enable
us  to  achieve  the  Icoworks'  expansion  strategy.

If  the  customers  and  bidders  of  Icoworks do not accept new auction formats
introduced  by  Icoworks, then the business and financial condition of Icoworks,
and  consequently  our  business  and  financial  condition,  will  be adversely
impacted.

Icoworks  plans  on  introducing  new  technologies  to  its traditional auction
process.  These  new  technologies  include online auctions, such as auctions on
Icoworks'  e-Bay  store,  and online participation in live auctions, such as the
services  offered by Icoworks in conjunction with BidSpotter.com.  The objective
behind  these new formats it to broaden the base of bidders that view and bid on
the  equipment  offered  by  Icoworks  on behalf of its customers.  If these new
formats  are  not accepted, then Icoworks may not be able to recover the cost of
its  time and investment in these new formats, with the result that the business
and financial condition of Icoworks, and consequently our business and financial
condition,  may  be  adversely  impacted.

If  Icoworks  enters  into bought deals, then the capital of Icoworks will be at
risk.

Icoworks  plans  to enter into bought deals whereby the capital of Icoworks will
be placed at risk due to the requirement that Icoworks purchase the equipment to
be auctioned.  The success of this business venture will be largely based on the
ability  of  Icoworks  to  successfully appraise and value equipment offered for
sale, to be able to enter into attractive purchase agreements from customers and
to  resell  the purchased equipment at prices which generate a successful return
on  investment  for Icoworks.  The inability of Icoworks to achieve any of these
objectives  could  result in Icoworks in losing money on "bought deal"


                                  Page 13 of 37


<PAGE>

auctions.  In  this case, the capital of Icoworks, and consequently our capital,
would be at risk. This risk is a significantly greater risk that the traditional
auction  process  where  Icoworks  earns  revenues  on  a  commission  basis.

If  Icoworks  loses  any  of  its key employees, then its business and financial
condition  could  be  adversely  impacted.

The success of Icoworks is largely dependent on its key employees, including Mr.
Bill Wigley, Mr. Darrell McGrath and Graham Douglas.  Mr. Wigley and Mr. McGrath
joined Icoworks through business acquisitions.  Mr. Douglas has been involved in
funding  Icoworks  since the acquisition of Icoworks Services Ltd.  In the event
that  either  of  these  individuals  leaves  Icoworks  for any reason, then the
ability  of Icoworks to continue the acquired businesses, to retain the business
goodwill  of  Icoworks  and  to  achieve profitable operations will be adversely
impacted.

As Icoworks implements its business strategy, then its reliance on third parties
will  increase.

Various  components of the business strategy of Icoworks require the outsourcing
of  certain  services  to  third  parties.  Examples  include the integration of
computer  technologies, the hosting of online auctions by e-Bay and the offering
of  online  auctions by BidSpotter.com. To the extent that these parties are not
able  to deliver the services required by Icoworks, then the ability of Icoworks
to  satisfy  its  customers and to operate profitably may be adversely affected.

Competition  may  adversely  impact  on  the  ability  of  Icoworks  to  achieve
profitability  and  to  achieve  its  expansion  strategy.

Icoworks  is  currently  subject  to  competition  in  its  traditional markets.
Competitors  include  direct  competitors,  such as competing auction houses and
indirect  competitors,  such  as  equipment  manufacturers,  rental  companies,
distributors  and dealers that sell new or used products.  The principal factors
in  the industrial equipment market are reputation, customer service, commission
amounts,  transaction structure, real time information access and the ability to
attract the bidders of products that are necessary to generate the best possible
prices  for  products.  The  inability  of  Icoworks  to compete on any of these
factors with competitors in its traditional markets will impact adversely on the
business  of  Icoworks.  In  addition,  Icoworks  will  have to compete on these
factors  in new markets in the event that it expands into new geographic markets
as  it  completes  its  business  strategy.

Icoworks  will compete against competitors that have greater financial resources
and  greater  customer  recognition  as  it  enters  new  markets.  There  is no
assurance  that  Icoworks  will  be  able  to  acquire  market  share from these
competitors  as  it  attempts  to  expands  its  geographic  scope.

Icoworks  will  encounter competition on the online market from competitors that
are  focused on Internet auctions.  In addition, new companies that have focused
their traditional businesses on Internet auctions may expand their businesses to
include traditional auction processes that compete with the auctions provided by
Icoworks.

A  purchase  of  our  common  stock is speculative and purchasers may lose their
entire  investment.

A  purchase  of  our  common  stock  is  significantly  speculative and involves
significant  risks.  Our  common stock should not be purchased by any person who
cannot  afford  the loss of his or her entire purchase price.  A purchase of our
common  stock  would be unsuitable for a person who cannot afford to lose his or
her  entire  purchase  price.   Our  business  objectives  must  be  considered
speculative  and  there  is  no assurance that we will satisfy those objectives.
For  these  reasons, each prospective purchaser should read our filings with the
Securities and Exchange Commission, including this Annual Report on Form 10-KSB,
in  its  entirety  and  should  consult with their attorney, business advisor or
investment  advisor.


                                  Page 14 of 37


<PAGE>


Icoworks  has  entered into joint venture agreements with joint venture partners
and  its  subsidiary,  Icoworks  Joint  Ventures  Inc.

Under the terms of the joint venture agreement, the joint venture investors have
agreed  to  advance an aggregate total of $1,200,000 CDN (equal to approximately
$800,000  US) to date.  Additional funds may be advanced by future joint venture
investors.  Icoworks  has guaranteed a return of 15% per annum on the investment
of  the  joint  venture  investors.  If  the  bought  deals  purchase and resale
strategy  of the joint venture is not successful in generating cash necessary to
pay  the  minimum  return,  then  Icoworks will have to pay any shortfall to the
joint  venture  investors.  Failure  of  the  joint  venture  to  generate  the
anticipated  profits will cause the business and financial condition of Icoworks
to  be  adversely  affected.


FOR  ALL  OF THE AFORESAID REASONS AND OTHERS SET-FORTH IN THIS ANNUAL REPORT ON
FORM  10-KSB,  AN INVESTMENT IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK.
ANY PERSON CONSIDERING THE PURCHASE OF OUR COMMON STOCK SHOULD BE AWARE OF THESE
AND  OTHER  FACTORS  SET-FORTH  IN  THIS ANNUAL REPORT ON FORM 10-KSB AND SHOULD
CONSULT  WITH  HIS/HER  LEGAL,  TAX  AND  FINANCIAL  ADVISORS PRIOR TO MAKING AN
INVESTMENT  IN  THE COMPANY.  OUR SHARES SHOULD ONLY BE PURCHASED BY PERSONS WHO
CAN  AFFORD  TO  LOSE  ALL  OF  THEIR  TOTAL  INVESTMENT.


ITEM 2.     DESCRIPTION  OF  PROPERTY.

We  do  not  own  or  lease  any property.  See Item 1. Description of Business.

Subsequent to December 31, 2002, we moved our operations to an office maintained
by  Icoworks  Inc., a Nevada Corporation with whom the Company intends to merge.
See Item 1. Description of Business.  It is expected that our operations will be
integrated  completely  into  the  operations of Icoworks upon completion of the
merger.


ITEM 3.     LEGAL  PROCEEDINGS.


We  are  not  a party to any material legal proceedings and to our knowledge, no
such  proceedings  are  threatened  or  contemplated.


ITEM 4.     SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS.

No  matters  were submitted to our security holders for a vote during the fourth
quarter  of  our  fiscal  year  ending  December  31,  2002.


                                  Page 15 of 37


<PAGE>

                                     PART II


ITEM 5.     MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS.

Market  Information

Our shares of common stock are currently trading on the OTC Bulletin Board under
the  stock  symbol  ICOW. The high and the low bid information for our shares of
common  stock  for  each  quarter  of  actual  trading  were:

    ---------------------------------------------------
        QUARTER                    HIGH ($)     LOW ($)
    ---------------------------------------------------

    Second Quarter 2002            $1.00        $0.05
    ---------------------------------------------------

    Third Quarter 2002             $1.625       $0.70
    ---------------------------------------------------

    Fourth Quarter 2002            $0.80        $0.50
    ---------------------------------------------------


*Adjusted  for  2:1  stock  split.

The  market  quotations  provided  reflect  inter-dealer  prices, without retail
mark-up,  markdown or commission and may not represent actual transactions.  The
source  of  the  high  and  low  bid  information  is  the  Canada  Stockwatch.

Holders  of  Common  Stock

As  of  the date of March 24, 2003, there were 36 registered shareholders of our
common  stock.

Dividends

There  are  no  restrictions  in  our  Articles  of Incorporation or bylaws that
restrict  us  from  declaring  dividends.  The Nevada Revised Statutes, however,
prohibit  us  from  declaring  dividends  where,  after  giving  effect  to  the
distribution  of  the  dividend:

     (A)  we  would not be able to pay our debts as they become due in the usual
          course  of  business;  or

     (B)  our  total assets would be less than the sum of our total liabilities,
          plus  the  amount  that  would  be  needed  to  satisfy  the rights of
          shareholders  who have preferential rights superior to those receiving
          the  distribution.

We have neither declared nor paid any cash dividends on our capital stock and do
not  anticipate  paying  cash  dividends  in the foreseeable future. Our current
policy  is  to  retain  any  earnings  in  order to finance the expansion of our
operations. Our board of directors will determine future declaration and payment
of dividends, if any, in light of the then-current conditions they deem relevant
and  in  accordance  with  the  Nevada  Revised  Statutes.

Recent Sales  of  Unregistered  Securities

We did not complete any unregistered sales of our common stock during our fiscal
year  ended  December  31,  2002.


                                  Page 16 of 37


<PAGE>


ITEM 6.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION.

Plan of Operations

Our  plan  of  operations  include the following components over the next twelve
months:

1.     We  plan  to  complete  the  merger with Icoworks in order to acquire the
remaining  44% interest in Icoworks that we do not currently own.  We anticipate
that  the  completion of this acquisition will take approximately six months and
will  cost  approximately  $100,000  due  to  the  fact  that  we  must  file  a
registration statement with the United States Securities and Exchange Commission
to  register  the shares to be issued to the remaining shareholders of Icoworks.

2.     We  plan  to  continue  the  existing  business of Icoworks, as its major
shareholder.  We  anticipate  that  we will be required to advance approximately
$1,000,000  to  Icoworks  in order to fund its existing business operations over
the  next  twelve  months.

3.     We  plan  to  advance  approximately  $1,390,000  to Icoworks to fund the
participation  by  Icoworks in bought deals, as described in Item 1. Description
of  Business  -  Icoworks  Business  Strategy  and  Plan  of  Operations.

4.     We  plan  to  advance  approximately  $1,000,000  to Icoworks to fund the
acquisition strategy of Icoworks, as outlined in Item 1. Description of Business
-  Icoworks  Business  Strategy  and  Plan  of  Operations.

Based  on  these  anticipated expenditures, we anticipate spending approximately
$3,500,000  over  the next twelve months in pursuing our plan of operations.  Of
this amount, we anticipate that approximately $1,750,000 will be advanced during
the  next six months.  Our cash position as of December 31, 2002 was $25,092 and
we had working capital of $15,783 as of December 31, 2002.  Accordingly, we will
require  substantial  additional  financing in order to proceed with our plan of
operations.  We  do  not have any arrangements for financing currently in place.
Accordingly,  there is no assurance that we will be able to obtain the financing
necessary  to pursue this plan of operations.  If we are successful in achieving
financing, we anticipate that any financing would be either through sales of our
common stock or sales of preferred stock that will be convertible into shares of
our  common  stock.  Accordingly,  any financing could result in dilution to our
shareholders.

If  we  are  not able to obtain the necessary financing, then we will scale back
the  plan  of  operations  in  order  to  reflect  available  funds.  Our  first
priorities  will  be  to  complete  the merger with Icoworks and to continue the
existing business of Icoworks.  The funds available to fund the participation of
Icoworks  in  bought deals and to fund the acquisition strategy of Icoworks will
be  scaled  back  according  to  the  amounts of available funds.  If we are not
successful  in  raising  the  necessary financing, we will also pursue alternate
financing  arrangements,  such  as  the  joint  venture  financing  arrangement
involving  Icoworks  Joint Ventures Inc., as described in Item 1. Description of
Business  -  Icoworks  Business  Strategy  and  Plan  of  Operations.

FINANCIAL STATEMENTS

Our  financial  statements  reflect  the  fact  that  we  had  minimal  business
operations  during  fiscal  2002 and 2001.  We determined in 2002 to abandon the
vitamineralherb.com  business  and  to  pursue the acquisition of Icoworks.  Our
financial  statements  for  the  year ended December 31, 2002 do not include the
financial  statements  of  Icoworks  on  a consolidated basis.  We completed the
acquisition of the majority interest of Icoworks in February 2002.  As indicated
in  our  Current  Report  on  Form 8-K announcing this acquisition, we will file
audited, interim and pro forma financial statements for Icoworks with the United
States  Securities  and  Exchange  Commission  within  the time period required.


                                  Page 17 of 37


<PAGE>


RESULTS OF OPERATIONS

Our  operating  expenses  were  $27,441  for  the  year ended December 31, 2002,
compared  to  $7,500  for  the  year  ended December 31, 2001.  All our expenses
related  to  our attempts to acquire Icoworks and professional expenses incurred
in  connection  with our obligations as a reporting company under the Securities
Exchange  Act  of 1934.  Our losses were $26,717 for the year ended December 31,
2002,  compared to $7,500 for the year ended December 31, 2001.  Our losses were
comprised  entirely  of  our  operating  expenses.

LIQUIDITY AND CAPITAL RESOURCES

Cash  and  Working  Capital

We had cash of $25,092 as of December 31, 2002, compared with cash of $NIL as of
December  31,  2001.  Our  working  capital was $15,783 as at December 31, 2002,
compared  to  a  working  capital  deficit  of  $7,500  as at December 31, 2001.

Liabilities

We financed our business operations with a loan from a shareholder in the amount
of  $11,000.  This amount is outstanding in the amount of $11,000 as of December
31,  2002.  There  are  no  repayment terms and the loan does not bear interest.

Financing  Requirements

We  currently  have  minimal  cash and working capital resources. We do not have
adequate  financial  resources  in  order  to  enable us to complete our plan of
operations  without additional financing. Our current sources of working capital
are  currently  insufficient  to  continue  our operations. Accordingly, we will
require  additional working capital in order to continue our plan of operations.
As discussed above, we will require substantial financing in order to pursue the
plan  of operations for the merger of Icoworks and the expansion of the business
of  Icoworks.  Based  on  these  factors,  there  is substantial doubt as to our
ability  to  continue  as  a  going  concern.

As  discussed  above  under  Plan  of  Operations,  we  will  require additional
financing  if  we are to continue as a going concern and to complete our plan of
operations.  In the event that we are unable to raise additional financing under
acceptable  terms,  then  we  may  not  be  able  to  proceed  with  our plan of
operations.  We also anticipate that we will continue to incur losses until such
time  as  we  are able to generate profits from the business of Icoworks and its
expansion  strategy.

In  the  event  that  we  are  successful  in achieving financing, we anticipate
advancing funds to Icoworks to fund bought deals and the acquisition strategy of
Icoworks  as  a  loan  pending  the completion of the merger of Icoworks.  These
loans  may  be  advanced  as  secured  or unsecured loans.  In the event that we
advance  funds  to Icoworks, there will be no assurance that these funds will be
repaid by Icoworks.  If the business of Icoworks is not successful in generating
sufficient  funds  to  repay  these  loans, then our financial condition will be
adversely  affected.  In  addition,  there  is  a  risk  that  we  will  advance
substantial  funds  to  Icoworks and the merger of Icoworks will not proceed, as
discussed  in  Item  1.  Description  of  Business  -  Risk  Factors.


                                  Page 18 of 37


<PAGE>

ITEM 7.     FINANCIAL STATEMENTS.

Index  to  Financial  Statements:


1.     Auditors'  Report;

2.     Audited  Financial  Statements  for  the  year  ended  December 31, 2002,
       including:

     a.     Balance  Sheets  as  at  December  31,  2002  and  2001;

     b.     Statements  of Operations for the years ended December 31, 2002
            and 2001;

     c.     Statements of Stockholders' Deficit for the years ended December 31,
            2002 and  2001;

     d.     Statements  of Cash Flows for the years ended December 31, 2002 and
            2001;

     e.     Notes  to  Financial  Statements.



                                  Page 19 of 37


<PAGE>


                            Janet Loss, C.P.A., P.C.
                           Certified Public Accountant
                         1780 South Bellaire, Suite 500
                             Denver, Colorado 80222
                                 (303) 782-0878

                          INDEPENDENT AUDITOR'S REPORT

Board  of  Directors  and  Shareholders
Paragon  Polaris  Strategies.Com  Inc.
Suite  1700  1111  West  Georgia  Street
Vancouver,  BC  Canada

I  have audited the accompanying Balance Sheet of Paragon Polaris Strategies.Com
Inc.  (A  development  stage  enterprise) as of  December 31, 2002 and 2001; the
Statements  of  Operations  and Cash Flows for the years ended December 31, 2002
and  2001.  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  audits.

My examination was made in accordance with generally accepted auditing standards
in  the  United  States  of  America.  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  our  audit  provides  a
reasonable  basis  for  our  opinion.

In my opinion, The Financial Statements referred to above present fairly, in all
material respects, the financial position of Paragon Polaris Strategies.Com Inc.
(a  development  stage enterprise) as of December 31, 2002 and 2001; the results
of its operations and changes in its cash flows for the years ended December 31,
2002  and  2001 are in conformity with generally accepted accounting principles.


/s/ Janet Loss

Janet Loss, C.P.A., P.C.
Denver Colorado
March 28, 2003


                                  Page 20 of 37



<PAGE>

                                            Paragon Polaris Strategies.Com Inc.
                                               (A Development Stage Enterprise)
                                                                 Balance Sheets


December 31,                                        2002       2001
----------------------------------------------------------------------

ASSETS

Current Assets
  Cash and cash equivalents                       $ 25,092   $      -
  Accounts receivable, net                           2,592          -
----------------------------------------------------------------------

Total Assets                                      $ 27,684   $      -
======================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
  Accounts payable                                $    801   $      -
  Due to related parties                               100      7,500
  Loan payable to related party                     11,000          -
----------------------------------------------------------------------
Total Current Liabilities                           11,901      7,500

Stockholders' Equity (Deficit)
  Common stock, $.001 par value; 50,000,000 and
   25,000,000 shares authorized, 5,700,000 and
   2,600,000 issued and outstanding                  2,850      2,600
  Additional paid in capital                        61,805     12,055
  Deemed dividend re: license rights                (2,000)    (2,000)
  Deficit accumulated                              (46,872)   (20,155)
----------------------------------------------------------------------

Total Stockholders' Equity (Deficit)                15,783     (7,500)
----------------------------------------------------------------------

Total Liabilities and Stockholders' Equity        $ 27,684   $      -
======================================================================


               See accompanying notes to financial statements.


                                  Page 21 of 37



<PAGE>

                                             Paragon Polaris Strategies.Com Inc.
                                                (A Development Stage Enterprise)
                                                        Statements of Operations
                                  For the years ended December 31, 2002 and 2001



                                                            2002         2001
--------------------------------------------------------------------------------

GENERAL AND ADMINISTRATIVE EXPENSES
  Bank charges                                          $       71   $        -
  Filing fees                                               21,569            -
  Professional fees                                          4,000            -
  Transfer agent                                             1,801            -
  Office expenses                                                -        1,200
  Taxes and licenses                                             -        6,300
--------------------------------------------------------------------------------

Total general and administrative expenses                   27,441        7,500
--------------------------------------------------------------------------------

Interest revenue                                               724            -
--------------------------------------------------------------------------------

Net loss                                                $  (26,717)  $   (7,500)
================================================================================

Net loss per share - basic and diluted                  $    (0.01)  $    (0.00)
================================================================================

Weighted average number of shares of
 common stock outstanding                                3,246,875    2,600,000
================================================================================


                   See accompanying notes to financial statements


                                  Page 22 of 37



<PAGE>

                                             Paragon Polaris Strategies.Com Inc.
                                                (A Development Stage Enterprise)
                                              Statement of Stockholders' Deficit

                           Common Stock
                  -----------------------------
                                                   Deemed
                                         Addi-     Dividend
                                         tional    re:       Accumu-
                                         Paid-in   Licence   lated
                    Shares     Amount    Capital   rights    Deficit     Total
--------------------------------------------------------------------------------
Paragon Polaris
 Strategies Inc.
--------------------------------------------------------------------------------

Balance, December
 31, 2001 and
 2000             2,600,000  $    2,600  $12,055  $(2,000)  $(20,155)  $ (7,500)
--------------------------------------------------------------------------------

Issuance of
 common stock
 for cash           250,000         250   49,750        -          -     50,000
 December 2
 2002 common
 stock issued
 to reflect 2:1
 split see
 Note 3           2,850,000

Net loss                  -           -        -        -    (26,717)   (26,717)
--------------------------------------------------------------------------------

Balance,
 December
 31, 2002         5,700,000  $    2,850  $61,805  $(2,000)  $(46,872)  $ 15,783
================================================================================



                See accompanying notes to financial statements.

                                  Page 23 of 37


<PAGE>

                                             Paragon Polaris Strategies.Com Inc.
                                                (A Development Stage Enterprise)
                                                         Statement of Cash Flows
                                  For the years ended December 31, 2002 and 2001



                                                       2002       2001
------------------------------------------------------------------------

Cash Flows From Operating Activities
  Net loss                                           $(26,717)  $(7,500)
   Change in assets and liabilities:
     Accounts receivable                               (2,592)        -
     Due from related party                            (7,400)   (7,500)
     Accounts payable                                     801         -
------------------------------------------------------------------------

Net Cash Provided by (Used in) Operating Activities   (35,908)        -
------------------------------------------------------------------------

Cash Flows From Financing Activities
 Proceeds from issuing common stock                    50,000         -
 Proceeds from related party loan payable              11,000         -
------------------------------------------------------------------------

Net Cash Provided by Financing Activities              61,000         -
------------------------------------------------------------------------

Net Increase in Cash and Cash Equivalents              25,092         -

Cash and Cash Equivalents, beginning of period              -         -
------------------------------------------------------------------------

Cash and Cash Equivalents, end of period             $ 25,092   $     -
========================================================================



                See accompanying notes to financial statements

                                  Page 24 of 37




<PAGE>
                                             Paragon Polaris Strategies.Com Inc.
                                                (A Development Stage Enterprise)
                                                   Notes to Financial Statements

NOTE 1:  Organization and History

Paragon  Polaris Strategies.Com Inc. is a Nevada Corporation and the Company has
been  in  the  development  stage  since  its  formation  on  May  27,  1999.

The  Company's only activities have been organizational, directed at raising its
initial  capital  and  developing  its  business  plan.

On  May  27,  1999, Paragon Polaris Strategies.Com Inc. issued 500,000 shares of
common stock to its officers and directors as founders' shares in return for the
time,  effort and expenses to organize and form the corporation. On July 1, 1999
the  Company  issued  2,000,000  shares  of  common  stock to ten individuals in
exchange for certain license rights. On May 15, 2000, 100,000 shares were issued
for  cash.  On  February  22,  2002,  250,000  shares  were  issued  for  cash.

NOTE 2:  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,  2002,  there  was  $25,092  in cash
equivalents.

YEAR  END  -  The  Company  has elected to have a fiscal year ended December 31.

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 3:  Business Acquisition

On  November  20,  2002  the  Company  entered  into  an agreement to merge with
Icoworks,  Inc.  (www.icoworks.com),  a  Nevada  corporation that specializes in
offering  a  complete  array  of  industrial, oilfield and commercial appraisal,
liquidation  and  auction  services.  The Board of Directors of the Company also
approved a two-for-one split of the Company's common stock effective December 2,
2002  . The Company's authorized capital was increased from 25,000,000 shares to
50,000,000  shares  of  common  stock  in  connection  with  the  stock  split.


                                  Page 25 of 37


<PAGE>

NOTE 4:  Related Party Transactions

In  November,  a  shareholder loaned the Company $11,000. There are no repayment
terms  for  the  loan  and  it  is  non-interest  bearing.

NOTE 5:  Subsequent Events

On  February  20,  2003, the Company completed the acquisition of an approximate
56%  interest  in  Icoworks  Inc.  The  Company issued an aggregate of 7,186,398
shares  of its common stock in consideration of an aggregate of 3,593,199 shares
of  Icoworks  from  the  former  Icoworks  shareholders.  The shares were issued
pursuant to Regulation S of the Securities Act of 1933. The interest of Icoworks
acquired  represents an approximate 56% interest of the total outstanding shares
of  Icoworks.  The shares were issued to the former Icoworks shareholders on the
basis  of two shares of the Company's common stock in consideration for each one
share  of  Icowork's  common  stock.



                                  Page 26 of 37


<PAGE>

ITEM 8.      CHANGES  IN  AND  DISAGREEMENTS  WITH ACCOUNTANTS ON ACCOUNTING AND
             FINANCIAL  DISCLOSURE.

Not applicable.


                                    PART III


ITEM 9.      DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS;
             COMPLIANCE  WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT.

THE COMPANY

The  following  table  sets  forth  the  names and positions of our officers and
directors  as  of  the  date  hereof.

Name of Director       Position
------------------     --------
Robert Foo             President  and  Director
Samuel Lau             Secretary,  Treasurer  and  Director
Ian Brodie             Director

Robert Foo.  Mr. 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 sales 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.  Samuel  Lau  is  currently  the secretary and treasurer and a
director of Paragon Polaris.  Since July, 1998, Mr. Lau has served the corporate
secretary  and  office  manager  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,  Mr.  Lau  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.

Ian  Brodie.  Mr.  Brodie  was appointed as one of our directors on February 12,
2003.  Mr.  Brodie  is currently the chief financial officer and secretary and a
member  of  the  board  of  directors  of  Icoworks.  Mr.  Brodie has held these
positions  with  Icoworks  since  April 30, 2001.  From 1988 to the present, Mr.
Brodie  has been active as an independent consultant assisting companies prepare
for  the  public  offering of their securities. His experience includes business
restructuring,  mergers,  acquisitions,  and divestitures.  Mr. Brodie began his
career  as  a  registered  representative  with a Canadian brokerage firm before
becoming  involved  in corporate finance.  Mr. Brodie is the president of Westin
Capital Corp., a private company involved in assisting companies prepare for the
public  market.


                                  Page 27 of 37


<PAGE>

ICOWORKS

The  following  table  sets  forth  the  names and positions of the officers and
directors  of  Icoworks  as  of  the  date  hereof.

Name                  Age     Position
-----------------     ---     --------
J. Graham Douglas     55      President  and  Director
Ian Brodie            48      Secretary, Director and Chief  Financial  Officer
Bill Wigley           62      Vice  President



J.  Graham  Douglas.  Mr. Douglas is currently the president and a member of the
board  of  directors  of  Icoworks.  In  1970,  Mr.  Douglas  graduated from the
University  of  Manatoba  with a Bachelors Degree in Commerce. Additionally, Mr.
Douglas  has  taken  courses  required to receive certificates from the Canadian
Institute  of  Bankers  and  the  Mortgage  Brokers Association and necessary to
receive  an  Alberta Real Estate license and a Canadian Securities License. From
1992  through  the  present,  Mr.  Douglas  has  been  active as a consultant in
connection  with  business restructurings, mergers and acquisitions, finance and
the  public  and private offering of securities. In that regard, Mr. Douglas has
consulted  with  businesses  in  different  industries,  including  the food and
beverage  processing,  clothing,  tourism,  real  estate,  construction,
telecommunications,  mining  and  exploration,  and  heavy  equipment  option
industries,  which  industries  are  international.

Bill Wigley.  Mr. Wigley is currently the vice-president of Icoworks. Mr. Wigley
has  operated  Bill Wigley Auction Services Ltd. for the past 25 years. Prior to
starting  his own auction company Mr. Wigley served in various capacities in the
oil  industry as a cementing engineer and a sub-sea engineer for 15 years. Prior
to that Mr. Wigley was a sales manager for Kenworth Trucks. Mr., Wigley has been
active  in  the  regional  and  national  auction associations as an officer and
course  leader.  Mr. Wigley has done extensive industrial and oilfield appraisal
work.

COMPLIANCE  WITH  SECTION  16(a)  OF  THE  SECURITIES  EXCHANGE  ACT

Section  16(a) of the Exchange Act requires the Company's executive officers and
directors,  and  persons  who  beneficially  own  more  than  ten percent of the
Company's  equity  securities,  to  file  reports  of  ownership  and changes in
ownership  with  the Securities and Exchange Commission. Officers, directors and
greater  than ten percent shareholders are required by SEC regulation to furnish
the  Company  with  copies  of  all  Section 16(a) forms they file. Based on its
review  of  the  copies  of such forms received by it, the Company believes that
during  the  fiscal  year  ended  December 31, 2002 all such filing requirements
applicable  to  its  officers  and  directors  were  complied  with.


                                  Page 28 of 37


<PAGE>

ITEM 10.     EXECUTIVE COMPENSATION.

THE COMPANY

Executive Compensation

We did not pay any salary or benefits or other compensation to either Mr. Foo or
Mr.  Lau,  the  sole  executive officers of the Company, during any of the three
years  ended December 31, 2002, 2001 or 2000.    At the present time neither Mr.
Foo nor Mr. Lau receives any salaried compensation for their services, either as
a  director  or  an  executive  officer.

Summary Compensation Table

The  table  below  summarizes all compensation awarded to, earned by, or paid to
our executive officers by any person for all services rendered in all capacities
to  us  for  the  fiscal  years  ended  December  31,  2002,  2001  and  2000:


                         Annual Compensation       Long Term Compensation
                    ----------------------------  ------------------------
                                            Other                           All
                                           Annual                          Other
                                            Com-                            Com-
                                            pen-  Restricted                pen-
                                            sa-   Stock   Options/  LTIP    sa-
Name     Title       Year  Salary  Bonus    tion  Awarded SARs*(#)payouts($)tion
----     -----       ----  ------  -----   ------ ------- ------- --------- ----

Robert   President,  2002    $0      0       0       0       0        0      0
Foo      CEO and     2001    $0      0       0       0       0        0      0
         Director    2000    $0      0       0       0       0        0      0
--------------------------------------------------------------------------------
Samuel   Secretary,  2002    $0      0       0       0       0        0      0
Lau      Treasurer,  2001    $0      0       0       0       0        0      0
         CFO and     2000    $0      0       0       0       0        0      0
         Director
--------------------------------------------------------------------------------
Ian      Director    2002    $0      0       0       0       0        0      0
Brodie
--------------------------------------------------------------------------------

Stock Option Grants

We did not grant any stock options to any of our executive officers or directors
during  our  most  recent fiscal year ended December 31, 2002.  We have also not
granted  any  stock  options to any of our executive officers or directors since
December  31,  2002.

Exercises of Stock Options and Year-End Option Values

No  stock  options  were exercised by our executive officers or directors during
the  financial  year  ended  December  31,  2002.  No  stock  options  have been
exercised  by  our  executive  officers  or  directors  since December 31, 2002.

Compensation Agreement

We  are  not  party  to any compensation agreements, including any employment or
consultant  agreements,  with  either  Mr.  Foo  or  Mr. Lau, our sole executive
officers.  We  do  not  pay  any  amount  to  Mr.  Foo, Mr. Lau or Mr. Brodie in
consideration  for  their  acting  as  directors.

Outstanding Stock Options

We  do  not  have  any  stock  options  outstanding.


                                  Page 29 of 37


<PAGE>


ICOWORKS

The table set forth below summarizes the annual compensation for services in all
capacities  to  the  executive  officers  of  Icoworks  during  the years ending
December  30,  2002  and  2001.


Name and Principal Position      Year     Salary ($)     Additional Compensation
---------------------------      ----     ----------     -----------------------

Ian Brodie,                      2002     $ 72,000(1)          0
Director, Secretary, and
Chief Financial Officer          2001     $ 72,000             0
--------------------------------------------------------------------------------
J. Graham Douglas,               2002     $132,000             0
President and Director           2001     $ 72,000             0
--------------------------------------------------------------------------------
Bill Wigley,                     2002     $ 68,000             0
Vice-President                            ($100,000 CDN)
                                 2001     $68,000              0
                                          ($100,000 CDN)
--------------------------------------------------------------------------------
(1)  Paid  to  Westin  Capital,  a  private  company  in  which  Mr. Brodie is a
--------------------------------------------------------------------------------
principal.
----------


Compensation  of  Icoworks  Directors

Directors  who  are  also  Icoworks  employees receive no extra compensation for
their  service  on  the  Icoworks  board  of  directors.

Icoworks Employment Contracts

Icoworks  engages Mr. Douglas and Mr. Brodie as consultants under agreement with
Antares  Investments,  Inc., pursuant to which Antares Investments, Inc. is paid
$17,000  US  per  month  by  Icoworks.

Bill  Wigley  has  entered  into a 3 year employment agreement dated December 1,
2001,  pursuant  to which he is paid $8,500 CDN per month plus five percent (5%)
of the net auction revenue received by Icoworks services in excess of $1,000,000
CDN  per  annum  during  the  term  of  his  employment.

Icoworks Stock Option Plan

The  board  of  directors  of  Icoworks  intends  to  adopt  a stock option plan
("Icoworks Stock Option Plan").  The Icoworks Stock Option Plan will be designed
to  retain  qualified  and  competent  officers,  employees,  and  directors  of
Icoworks.  The  board  of  directors  of Icoworks, or a committee thereof, shall
administer  the  Icoworks  Stock Option Plan and will be authorized, in its sole
and  absolute  discretion,  to  grant  options  pursuant  thereto  to all of our
eligible employees, including the officers and directors of Icoworks (whether or
not  employees).  Options  will  be  granted  pursuant  to the provisions of the
Icoworks Stock Option Plan on such terms and at such prices as determined by the
board  of  directors of Icoworks. Options granted pursuant to the Icoworks Stock
Option  Plan  will  be  exercisable  after  the  period  specified in the option
agreement.  Options  granted pursuant to the Icoworks Stock Option Plan will not
be  exercisable  after  the expiration of ten (10) years from the date of grant.


                                  Page 30 of 37


<PAGE>

ITEM 11.     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 March 24, 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.

--------------------------------------------------------------------------------
                 Name and Address            Number of Shares    Percentage of
Title of Class   of Beneficial Owner         of Common Stock     Common Stock(1)
--------------------------------------------------------------------------------

DIRECTORS AND OFFICERS
--------------------------------------------------------------------------------

Common Stock     ROBERT FOO                       500,000          3.9%
                 President and Director
--------------------------------------------------------------------------------

Common Stock     SAMUEL LAU                       500,000          3.9%
                 Secretary, Treasurer
                 and Director
--------------------------------------------------------------------------------

Common Stock     IAN BRODIE                     3,584,398 (2)     27.8%
                 Director
--------------------------------------------------------------------------------

Common Stock     All Officers and Directors     4,534,398         35.6%
                 as a Group (3 persons)
--------------------------------------------------------------------------------

5%  SHAREHOLDERS
--------------------------------------------------------------------------------

Common Stock     BILL WIGLEY                    1,200,000 (3)      9.3%
--------------------------------------------------------------------------------

Common Stock     HOLLYWOOD HOLDINGS LTD.          800,000          6.28%
--------------------------------------------------------------------------------

Common Stock     SOLARA VENTURES                2,084,398         16.9%
--------------------------------------------------------------------------------

Common Stock     J. GRAHAM DOUGLAS              1,602,000 (4)     12.4%
--------------------------------------------------------------------------------


(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.


                                  Page 31 of 37



<PAGE>


(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.
================================================================================

ITEM 12.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Except  as  described  below,  none  of  the following persons has any direct or
indirect  material  interest  in any transaction to which we were or are a party
during  the  past two years, or in any proposed transaction to which the Company
proposes  to  be  a  party:

(A)  any  director  or  officer;
(B)  any  proposed  nominee  for  election  as  a  director;
(C)  any  person  who beneficially owns, directly or indirectly, shares carrying
     more  than  5%  of  the  voting  rights  attached  to  our common stock; or
(D)  any  relative or spouse of any of the foregoing persons, or any relative of
     such  spouse, who has the same house as such person or who is a director or
     officer  of  any  parent  or  subsidiary.

Acquisition of Icoworks

The  Company  issued  shares  to  the  following  shareholders  of  Icoworks  on
completion  of  the  acquisition  of the majority interest on February 20, 2003:


--------------------------------------------------------------------------------
                             Number of Shares       Percentage of Company Common
Name of Beneficial Owner     of Common Stock        Stock Currently Held (1)
--------------------------------------------------------------------------------
Ian Brodie                      3,584,398 (2)       27.8%
--------------------------------------------------------------------------------
Bill Wigley                     1,200,000 (3)        9.3%
--------------------------------------------------------------------------------
Hollywood Holdings Ltd.           800,000            6.3%
--------------------------------------------------------------------------------
Solara Ventures Inc.             2,084,398          16.9%
--------------------------------------------------------------------------------
J. Graham Douglas                1,602,000 (4)      12.4%
--------------------------------------------------------------------------------
TOTAL                            7,186,398          55.8%
--------------------------------------------------------------------------------

(1)  Based  on  12,886,398  shares  of  the  Company's  common  stock issued and
     outstanding  as  of  February  28,  2003.

(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. Mr. Brodie was individually issued 1,500,000 shares of the Company's
     common  stock.  The balance of the shares deemed to be beneficially held by
     Mr.  Brodie  are  held  by  Solara  Ventures.

(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.

The  shares  of  the  Company's  common  stock  that  were  issued to the former
shareholders  of  Icoworks  listed  above  were  issued  in consideration of the
transfer  of the shares of Icoworks held by the former


                                  Page 32 of 37


<PAGE>

shareholders.  The shares were issued to the former Icoworks shareholders on the
basis  of two shares of the Company's common stock in consideration for each one
share  of  Icowork's  common  stock.  These Icoworks shares were acquired by the
former  shareholders  using  their  own  funds.


ITEM 13.     EXHIBITS AND REPORTS ON FORM 8-K.

(a)     Exhibits and Index of Exhibits

Exhibit Number                     Description of Exhibit
-------------- ----------------------------------------------------------------
   3.1         Articles  of  Incorporation(1)
   3.2         Bylaws  (1)
  10.1         License  Agreement(1)
  10.2         Assignment  of  License  Agreement(1)
  10.3         License  Agreement  -  Water(1)
  10.4         Manufacturing Agreement between Viamineralherb.com  and  Alta(1)
  10.5         Merger  Agreement  between  Paragon  Polaris  Strategies.com
               Inc.  and Icoworks,  Inc.  (2)
  10.6         Form  of  share  purchase  agreement  entered  into  between  the
               registrant  and  the  individual non-US shareholders of Icoworks,
               Inc.  to  acquire  the  majority  interest.(3)
  99.1         Certification  of  Chief  Executive  Officer pursuant to pursuant
               to  18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
               the  Sarbanes-Oxley  Act  of  2002  (4)
  99.2         Certification  of Chief Financial Officer pursuant to pursuant to
               18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
               Sarbanes-Oxley  Act  of  2002  (4)
  99.3         Risk  Factors  (4)

(1)  Previously  filed with the Securities and Exchange Commission as an exhibit
     to the Registrant's Form SB-2 Registration Statement originally filed March
     16,  2000,  as  amended.

(2)  Previously  filed with the Securities and Exchange Commission as an exhibit
     to  the  Registrant's  Current  Report  on  Form  8-K on November 22, 2002.

(3)  Previously  filed with the Securities and Exchange Commission as an exhibit
     to  the  Registrant's  Current  Report  on  Form  8-K  on  March  6,  2003.

(4)  Filed  as  an  exhibit  to  this  Annual  Report  on  Form  10-KSB.

(b)     Reports  on  Form  8-K.

The  following Current Reports on Form 8-K were filed during the last quarter of
our  fiscal  year  ended  December  31,  2002.

Date of Form 8-K     Date of Filing with the SEC     Description of the Form 8-K
----------------     ---------------------------     ---------------------------
November 20, 2002    November 22, 2002               Disclosure of the execution
                                                     of the merger  agreement
                                                     between  the  Company  and
                                                     Icoworks


                                  Page 33 of 37



<PAGE>

The  following  Current  Reports on Form 8-K were filed subsequent to our fiscal
year  ended  December  31,  2002.

Date of Form 8-K     Date of Filing with the SEC     Description of the Form 8-K
----------------     ---------------------------     ---------------------------
March 4, 2003        March 6, 2003                   Disclosure of the
                                                     acquisition by the Company
                                                     of  a  majority  interest
                                                     of  Icoworks

ITEM 14.     CONTROLS AND PROCEDURES.

As  required  by  Rule  13a-15  under  the  Securities Exchange Act of 1934 (the
"Exchange Act"), we carried out an evaluation of the effectiveness of the design
and operation of our disclosure controls and procedures within the 90 days prior
to  the  filing  date of this report.  This evaluation was carried out under the
supervision  and  with  the  participation  of  our Chief Executive Officer, Mr.
Robert  Foo,  and  Chief  Financial  Officer,  Mr.  Samuel Lau.  Based upon that
evaluation,  our  Chief  Executive Officer and Chief Financial Officer concluded
that  our  disclosure  controls  and procedures are effective in timely alerting
management to material information relating to us required to be included in our
periodic  SEC  filings.  There  have been no significant changes in our internal
controls  or  in other factors that could significantly affect internal controls
subsequent  to  the  date  we  carried  out  our  evaluation.

Disclosure  controls  and  procedures are controls and other procedures that are
designed  to  ensure that information required to be disclosed our reports filed
or  submitted  under  the  Exchange  Act  is recorded, processed, summarized and
reported,  within  the  time  periods  specified  in the Securities and Exchange
Commission's  rules  and  forms.  Disclosure  controls  and  procedures include,
without  limitation, controls and procedures designed to ensure that information
required  to  be  disclosed  in  our  reports  filed  under  the Exchange Act is
accumulated  and  communicated  to  management,  including  our  Chief Executive
Officer  and  Chief  Financial  Officer,  to  allow  timely  decisions regarding
required  disclosure.



                                  Page 34 of 37




<PAGE>

                                   SIGNATURES


In  accordance  with  Section  13  or  15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


PARAGON POLARIS STRATEGIES.COM INC.


By:  /s/ Robert Foo
     ___________________________________
     Robert Foo, President and Chief Executive Officer
     Director
     Date:   March 28, 2003


In  accordance  with  the  Securities  Exchange Act, this report has been signed
below by the following persons on behalf of the registrant and in the capacities
and  on  the  dates  indicated.



By:  /s/ Robert Foo
     ___________________________________
     Robert Foo, Chief Executive Officer and Director
     (Principal Executive Officer)
     Director
     Date:   March 28, 2003


By:  /s/ Samuel Lau
     ___________________________________
     Samuel Lau, Chief Financial Officer and Director
     (Principal Financial Officer and Principal Accounting Officer)
     Director
     Date:   March 28, 2003


By:  /s/ Ian Brodie
     ___________________________________
     Ian Brodie
     Director
     Date:   March 28, 2003



<PAGE>
                                  CERTIFICATION

I,  Robert  Foo, Chief Executive Officer of Paragon Polaris Strategies.com Inc.,
certify  that;

1.   I  have  reviewed  this  annual  report  on  Form 10-KSB of Paragon Polaris
     Strategies.com  Inc.;

2.   Based  on  my  knowledge,  this  annual  report does not contain any untrue
     statement  of a material fact or omit to state a material fact necessary to
     make  the  statements  made, in light of the circumstances under which such
     statements  were made, not misleading with respect to the period covered by
     this  annual  report;

3.   Based  on  my  knowledge,  the  financial  statements,  and other financial
     information  included in this annual report, fairly present in all material
     respects  the  financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   The  registrant's  other  certifying  officers  and  I  are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in  Exchange  Act  Rules  13a-14  and  15d-14) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures  to  ensure that
          material  information  relating  to  the  registrant,  including  its
          consolidated  subsidiaries, is made known to us by others within those
          entities,  particularly  during the period in which this annual report
          is  being  prepared;

     b)   evaluated  the  effectiveness  of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this  annual  report  (the  "Evaluation  Date");  and

     c)   presented  in  this  annual  report  our  conclusions  about  the
          effectiveness  of  the disclosure controls and procedures based on our
          evaluation  as  of  the  Evaluation  Date;

5.   The  registrant's  other certifying officers and I have disclosed, based on
     our  most  recent  evaluation,  to  the registrant's auditors and the audit
     committee  of  registrant's  board  of directors (or persons performing the
     equivalent  functions):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which  could  adversely  affect  the registrant's ability to
          record,  process,  summarize  and  report  financial  data  and  have
          identified  for  the  registrant's auditors any material weaknesses in
          internal  controls;  and

     b)   any  fraud, whether or not material, that involves management or other
          employees  who  have  a  significant role in the registrant's internal
          controls;  and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     annual  report  whether there were significant changes in internal controls
     or  in  other  facts  that  could  significantly  affect  internal controls
     subsequent  to  the  date  of  our  most  recent  evaluation, including any
     corrective  actions  with  regard  to significant deficiencies and material
     weaknesses.


                                   /s/ Robert Foo
Date:   March 28, 2003             ___________________________________
                                   (Signature)

                                   Chief Executive Officer
                                   ___________________________________
                                   (Title)

<PAGE>

                                  CERTIFICATION

I,  Samuel  Lau, Chief Financial Officer of Paragon Polaris Strategies.com Inc.,
certify  that;

1.   I  have  reviewed  this  annual  report  on  Form 10-KSB of Paragon Polaris
     Strategies.com  Inc.;

2.   Based  on  my  knowledge,  this  annual  report does not contain any untrue
     statement  of a material fact or omit to state a material fact necessary to
     make  the  statements  made, in light of the circumstances under which such
     statements  were made, not misleading with respect to the period covered by
     this  annual  report;

3.   Based  on  my  knowledge,  the  financial  statements,  and other financial
     information  included in this annual report, fairly present in all material
     respects  the  financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   The  registrant's  other  certifying  officers  and  I  are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in  Exchange  Act  Rules  13a-14  and  15d-14) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures  to  ensure that
          material  information  relating  to  the  registrant,  including  its
          consolidated  subsidiaries, is made known to us by others within those
          entities,  particularly  during the period in which this annual report
          is  being  prepared;

     b)   evaluated  the  effectiveness  of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this  annual  report  (the  "Evaluation  Date");  and

     c)   presented  in  this  annual  report  our  conclusions  about  the
          effectiveness  of  the disclosure controls and procedures based on our
          evaluation  as  of  the  Evaluation  Date;

5.   The  registrant's  other certifying officers and I have disclosed, based on
     our  most  recent  evaluation,  to  the registrant's auditors and the audit
     committee  of  registrant's  board  of directors (or persons performing the
     equivalent  functions):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which  could  adversely  affect  the registrant's ability to
          record,  process,  summarize  and  report  financial  data  and  have
          identified  for  the  registrant's auditors any material weaknesses in
          internal  controls;  and

     b)   any  fraud, whether or not material, that involves management or other
          employees  who  have  a  significant role in the registrant's internal
          controls;  and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     annual  report  whether there were significant changes in internal controls
     or  in  other  facts  that  could  significantly  affect  internal controls
     subsequent  to  the  date  of  our  most  recent  evaluation, including any
     corrective  actions  with  regard  to significant deficiencies and material
     weaknesses.


                                   /s/ Samuel Lau
Date:   March  28,  2003           ___________________________________
                                   (Signature)

                                   Chief Financial Officer
                                   ___________________________________
                                   (Title)