Paragon Sports Group Inc – ‘424B3’ on 2/8/02

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Prospectus   —   Rule 424(b)(3)
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Document/Exhibit                   Description                      Pages   Size 

 1: 424B3       Prospectus                                            48    184K 

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PROSPECTUS                                                                      

400,000 Shares of Common Stock

of

Paragon Sports Group, Inc.

     We are registering 400,000 shares of our common stock for sale on a
"best efforts, all-or-none basis." The 400,000 shares of our common stock are   
being offered on a self-underwritten basis. Pending the sale of the 400,000     
shares, all proceeds will be held in an escrow account. If 400,000 shares are   
not sold within 90 days from the date hereof, all monies received will be       
refunded to subscribers in full without interest thereon. We are a development  
stage Company.                                                                  

                                                 Per Share       Total
Public Offering Price..............................     $4.00       $1,600,000  
Underwriting Discount..............................        $0            0      
Proceeds to Paragon Sports Group before expenses...     $4.00       $1,600,000  

       No public trading market for our common stock exists and the offering
price of our common stock has been arbitrarily determined by Paragon Sports     
Group, Inc.                                                                     

------------------------------------

    Our principal executive offices are located at 5580 Monroe Street,
Sylvania, Ohio 43560. Our telephone number is (419) 885-7525.                   

------------------------------------

   The common stock being offered by this prospectus involves a high
degree of risk. You should read the "Risk Factors" section beginning on page 4  
before you decide to purchase any common stock.                                 

------------------------------------

         Neither the Securities and Exchange Commission nor any state commission
has approved or disapproved of these securities or passed upon the adequacy or  
accuracy of this prospectus. Nor have they made, nor will they make, any        
determination as to whether anyone should buy these securities. Any             
representation to the contrary is a criminal offense.                           

 The date of this Prospectus is January 14, 2002

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 TABLE OF CONTENTS

                                                        [Enlarge/Download Table]
                                                                                                                    
Prospectus summary ...............................................................................................1 
Summary Financial Information.....................................................................................3 
Risk factors......................................................................................................4 
     We need additional agents, clients and more experienced personnel............................................5 
     Paragon Sports depends upon the success of its athletes......................................................5 
     We face significant competition..............................................................................6 
     After completion of the offering, we will need additional capital to continue to operate                       
       and expand our business....................................................................................6 
     We depend upon our senior management, and their loss or unavailability                                         
       could put us at a competitive disadvantage.................................................................6 
     Restrictions on Resale.......................................................................................6 
     Since our common stock has never been traded, prices for the common                                            
       stock may decline after the offering.......................................................................7 
     We do not intend to pay dividends to our stockholders........................................................7 
     Management has broad discretion in using the proceeds of the offering........................................7 
     Investors will be subject to immediate and substantial dilution in the net tangible value                      
       per share of their shares after completion of the offering.................................................7 
     We may sell additional shares of our common stock without stockholder consent, which will                      
       dilute the investors' percentage interest in Paragon Sports................................................8 
     Penny stock regulations may impose certain restrictions on marketability of our securities...................8 
Use of proceeds...................................................................................................8 
Dilution.........................................................................................................12 
Directors, Executive Officers, Promoters and Control Persons.....................................................10 
Executive Compensation...........................................................................................12 
Security ownership of certain beneficial owners and management...................................................15 
Our Business.....................................................................................................16 
Management's discussion and analysis of financial condition and results of operations............................25 
Description of securities........................................................................................29 
Disclosure of commission position on indemnification for securities act liabilities..............................31 
Plan of distribution.............................................................................................31 
Certain Transactions.............................................................................................38 
Legal matters....................................................................................................33 
Experts..........................................................................................................33 
Available Information ...........................................................................................33 

You should rely only on the information contained in this document. We have not 
authorized anyone to provide you with information that is different. This       
document may only be used where it is legal to sell these securities. The       
information in this document may only be accurate on the date of this document. 

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PROSPECTUS SUMMARY

         This summary highlights certain information contained elsewhere in this
prospectus. You should read the following summary together with the more        
detailed information regarding Paragon Sports Group, Inc. and our financial     
statements and the related notes appearing elsewhere in this prospectus.        

PARAGON SPORTS GROUP, INC.

     Paragon Sports Group, Inc. ("Paragon Sports" or "We") is a Delaware
corporation which was formed on May 30, 2001. Paragon Sports is a full service  
professional-athlete representation agency which offers soccer athletes every   
aspect of athlete management including career management and guidance, contract 
negotiations, marketing and endorsements, team relations, public relations and  
charitable activities. Paragon Sports is a development stage Company with no    
history of operations.                                                          

        Paragon's primary business is to represent, advise, and counsel soccer
athletes in contract negotiations with professional soccer clubs and in all     
business affairs related to the soccer athletes' status as professional soccer  
players, including endorsement and promotional contracts. Paragon currently     
represents 14 professional athletes. Additionally, we intend to represent       
professional soccer clubs in the negotiation of transfer contracts which involve
the sale and acquisition of soccer athletes between professional soccer clubs.  
We also intend to represent corporate sponsor companies that sponsor sports     
events.                                                                         

  Paragon Sports also intends to create, design and execute sports
promotion programs based on our client's business objectives. We will provide   
concepts and creative development as well as implementation, administration, and
complete turnkey management of these programs.                                  

We intend to generate revenue from two basic sources: (i)     
representation of players in the negotiation of player contracts and player     
endorsements; and (ii) negotiation of transfer fees paid by one soccer club to  
another upon the transfer of a player. Upon consummating a player contract or   
transfer, we are paid a percentage of such contract for our services (generally 
20% for endorsement contracts, up to 10% for player contracts, varied rates for 
transfer fees). We believe that, as general revenues in the industry increase,  
wages and endorsement revenues paid to players should increase.                 

   Our principal place of business is located at 5580 Monroe Street,
Sylvania, Ohio 43560. Our general phone number is (419) 885-7525.               

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THE OFFERING

Shares outstanding before offering.. 3,600,000 shares of common stock.          

Shares offered by Paragon Sports.... 400,000 shares of common stock.            

Plan of distribution................ Paragon Sports will offer and sell 400,000 
                                 shares for cash at a price of $4.00 per
share.

Use of Proceeds..................... The proceeds of this offering will be used 
                          by Paragon Sports to augment our
                                    Management team, to develop and initiate a
                                    marketing and advertising campaign and for
          working capital.

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 SUMMARY FINANCIAL INFORMATION

        The following summary financial information set forth below is derived
from the more detailed financial statements appearing elsewhere in this         
Prospectus. This information should be read in conjunction with the financial   
statements and notes thereto, "Management's Discussion and Analysis of Financial
Condition and Results of Operations" included elsewhere in this Prospectus. The 
financial information set forth below is audited with respect to the May 31,    
2001 financial statements and stub period financial information with respect to 
the August 31, 2001 financial statements is unaudited. These most recent        
financials statements coincide with the inception of Paragon Sports.            
Accordingly, Paragon Sports Group has no operations data to report.             

                                       May 31, 2001          August 31, 2001
                                       ------------          ---------------
Selected Financial  Data:                                                       
Cash and cash equivalents.........         $150,000               $ 101,935     
Working capital...................         $311,785               $ 216,275     
Total assets......................         $421,785               $ 293,450     
Total liabilities.................           -0-                  $   5,419     
Stockholders' equity).............         $421,785               $ 288,031     
Net Loss..........................            --                  $(200,420)    

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RISK FACTORS

        You should carefully consider the following risk factors and all other
information contained in this prospectus before investing in our common stock.  
Investing in our common stock involves a high degree of risk. The following     
risks are the material risks that could adversely affect our business, financial
condition and results of operations and could result in a complete loss of your 
investment.                                                                     

Risks Related to Our Business                                                   

We need clients.                                                                

    Our success will be affected by our ability to attract and develop
promising new soccer talent and to expand our sports agency operations so as to 
represent both a substantially greater number of athletes and a larger          
percentage of athletes and companies with significantly greater earning and     
marketing potential. Paragon Sports' business relies on the revenue it derives  
from Paragon Sports' exclusive management agreements with approximately 14      
professional soccer players. The athletic careers of professional players tend  
to be short and Paragon Sports must look to augment its stable of players in the
near future to increase revenues from soccer. There can be no assurance that we 
can attract the quality of professional athletes necessary to achieve and       
sustain profitable operations. In addition, there can be no assurance that      
professional athletes who are currently, or who may in the future be, under     
management or representation contracts with Paragon Sports, will continue to    
engage in professional sports through the term of their contracts or will renew 
their contracts upon their expiration. Since Paragon's inception, nine (9) of   
the exclusive management agreements it had with players have expired and have   
not been renewed and there can be no assurance that other agreements will not   
expire and fail to be renewed.                                                  

    Recent Organization; Development Stage Company; History of Losses.

         The Company was organized in May 2001, is in the development stage, and
has not generated significant revenues from operations. Potential investors     
should be aware of the problems, delays, expenses and difficulties encountered  
by any company in the development stage. The Company will be subject to numerous
risks, expenses, problems and difficulties typically encountered in establishing
a new business. From inception (May 31, 2001) to August 31, 2001 the Company has
sustained a loss in the amount of $200,420 and the Company expects to continue  
to incur operating losses until such time as it derives meaningful revenues. See
"Management's Discussion and Analysis of Financial Condition and Results of     
Operation" and "Our Business."                                                  

We need additional agents and experienced personnel.          

         Our management, on the whole, has less experience in operating a sports
marketing company than many of our competitors, and the success of the business 
will depend in large part on its ability to establish Paragon Sports as an      
effective sports marketing company. If this development fails to materialize or 
to generate sufficient revenue, we may have to seek additional employees with   
more substantial experience. Likewise, Paragon Sports anticipates that in order 
to attract an adequate number and caliber of professional athletes, and to      
augment the agents currently working for Paragon Sports, Paragon Sports will    
need to enter into employment or consulting agreements with additional          
registered agents who have existing representation agreements with professional 
athletes and who have experience negotiating these types of agreements. There   
can be no assurance that Paragon Sports will be able to attract the quantity or 
caliber of agents necessary to achieve and sustain profitable operations.       

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Contingent Liability                                                            

      Pursuant to a subscription agreement which was amended on October 4,
2001, 800,000 shares were issued to Biofarm, Inc for $50,000.00. The            
subscription agreement was amended after Paragon Sports was advised that the    
exemption for the issuance of the securities may not be available and that      
Biofarm may have a right of recission. On November 19, 2001, Biofarm waived any 
right of recission that it may have. Notwithstanding, Biofarm's waiver of any   
right of recission, Paragon may have potential liability under Section 12(a)(1) 
of the Securities Act of 1933 in the event it is determined that there was a    
violation of federal securities law in connection with the sale of those        
securities to Biofarm which may have a material adverse effect on Paragon.      

Paragon Sports depends upon the success of its athletes.                        

       Because Paragon Sports' revenues are derived in part from a specified
percentage of the income generated by Paragon Sports' clients and events, both  
the amount of Paragon Sports' revenues and the likelihood that Paragon Sports   
will continue to receive revenues is dependent upon the professional success of 
its athletes, and the continued popularity of professional sports. The income   
levels of Paragon Sports' potential clients and therefore the revenues of       
Paragon Sports, can be subject to wide fluctuations, in most cases due to       
circumstances beyond the control of Paragon Sports. In addition, Paragon Sports'
clients face intense competition in achieving success and recognition in soccer.
There can be no assurance that any of Paragon Sports' clients will achieve or   
sustain success or realize the financial rewards thereof.                       

We face significant competition.                                                

Paragon Sports faces significant competition in obtaining and 
maintaining management relationships with athletes. While the sports agency     
market is composed of numerous registered agents and business managers, the     
industry is dominated by a small number of agencies which manage the more       
successful and marketable athletes. A great many of these agencies have         
significantly greater financial and personnel resources and recognition in the  
industry than Paragon Sports. There can be no assurance that Paragon Sports will
be able to compete effectively in these markets. Companies such as SFX          
Entertainment, Inc. have become public companies and have contributed to a      
consolidation of sports management and marketing agencies.                      

After completion of the offering, we will need additional capital to continue to
operate and expand our business.                                                

         We expect to have working capital of approximately $1,500,000 available
from the net proceeds of this offering. See "Certain Transactions". We may be   
unable to satisfy our continuing working capital requirements from operations or
other sources. Our inability to raise additional capital would also inhibit our 
ability to achieve our business plan.                                           

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We depend upon our senior management, and their loss or unavailability could put
us at a competitive disadvantage.                                               

         Our success depends largely on the skills, experience and reputation of
Shep Messing. The loss or unavailability of this individual for any significant 
period of time could have a material adverse effect on our business, prospects, 
financial condition and results of operations. There can be no assurance that we
will be able to replace this key individual in the event his services become    
unavailable. See "Management."                                                  

Risks Associated with our Securities                                            

Since our common stock has never been traded, prices for the common stock may   
decline after the offering.                                                     

        There is no public market for our common stock and no assurance can be
given that a market will develop or that any shareholder will be able to        
liquidate his investment without considerable delay, if at all. There is no     
underwriter engaged in connection with this transaction and there can be no     
assurance that any brokerage firm will act as a market maker of our securities. 
If a market should develop, the price may be highly volatile. In addition, an   
active trading market for our common stock may not develop or be sustained. Our 
sale of an aggregate of 400,000 shares for cash may cause the market price of   
our common stock to fall. Factors such as those discussed in this "Risk Factors"
section may have a significant impact on the market price of our common stock.  
Due to the anticipated low price of our common stock, many brokerage firms may  
not be willing to effect transactions in our common stock. Even if a purchaser  
finds a broker willing to effect a transaction in our common stock, the         
combination of brokerage commissions, state transfer taxes, if any, and other   
selling costs may exceed the selling price.                                     

Inexperience of Management.                                                     

This is the first public offering of securities that Paragon's
management has been involved in. There can be no assurance that management's    
lack of experience in public offerings will not adversely effect the proposed   
public offering of our common stock, the subsequent development of a trading    
market, if any, or the market for and liquidity of Paragon's securities.        
Therefore, purchasers of the securities offered hereby may suffer lack of       
liquidity in their investment or a material diminution of the value of their    
investment.                                                                     

We do not intend to pay dividends to our stockholders.                          

    We have never paid any dividends to our stockholders. We currently
intend to retain any future earnings for funding growth and, therefore, do not  
expect to pay any dividends in the foreseeable future. If we determine that we  
will pay dividends to the holders of our common stock, there is no assurance or 
guarantee that such dividends will be paid on a timely basis.                   

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Management has broad discretion in using the proceeds of the offering.          

   We expect to use the net proceeds of this offering to augment our
management team, to develop and initiate a marketing and advertising campaign,  
and for working capital. Our management, however, may use the net proceeds of   
the offering for such specific purposes as it may determine. Accordingly, our   
management will have broad discretion with respect to the expenditure of the net
proceeds of the offering. The investor will therefore entrust its investment to 
our management's judgment with only limited information about specific          
application of the funds.                                                       

Investors will be subject to immediate and substantial dilution in the net      
tangible value per share of their shares after completion of the offering.      

Our net tangible book value per share prior to the offering is
approximately $.06. After the offering, we expect our net tangible book value   
per share to be approximately $.45. Therefore, there will be an increase in the 
net tangible book value per share for our existing stockholders of approximately
$.39. There will be dilution to investors in the net tangible book value per    
share of approximately $3.55. In addition, the 3,600,000 shares of our common   
stock issued upon the founding of the Company have been valued at $.34 per share
whereas the investors will have paid $4.00 per share for their shares.          

We may sell additional shares of our common stock without stockholder consent,  
which will dilute the investors' percentage interest in Paragon Sports.         

     We may raise additional capital after completion of the offering by
issuing additional shares of common stock. Our management will have the right to
determine the number of shares that we will offer and the purchase price per    
share without the consent or approval of the investors. In addition, the        
investors will have no right to purchase shares in any subsequent offering in   
order to maintain their percentage ownership interest in Paragon Sports.        

Penny stock regulations may impose certain restrictions on marketability of our 
securities.                                                                     

       The Securities and Exchange Commission (the "Commission") has adopted
regulations which generally define a "penny stock" to be any equity security    
that has a market price (as defined) of less than $5.00 per share or an exercise
price of less than $5.00 per share, subject to certain exceptions. As a result, 
our common stock is subject to rules that impose additional sales practice      
requirements on broker-dealers who sell such securities to persons other than   
established customers and accredited investors (generally those with assets in  
excess of $1,000,000 or annual income exceeding $200,000, or $300,000 together  
with their spouse). For transactions covered by these rules, the broker-dealer  
must make a special suitability determination for the purchase of such          
securities and have received the purchaser's written consent to the transaction 
prior to the purchase. Additionally, for any transaction involving a penny      
stock, unless exempt, the rules require the delivery, prior to the transaction, 
of a risk disclosure document mandated by the Commission relating to the penny  
stock market. The broker-dealer must also disclose the commission payable to    
both the broker-dealer and the registered representative, current quotations for
the securities and, if the broker-dealer is the sole market maker, the          
broker-dealer must disclose this fact and the broker-dealer's presumed control  
over the market. Finally, monthly statements must be sent disclosing recent     
price information for the penny stock held in the account and information on the
limited market in penny stocks. Consequently, the "penny stock" rules may       
restrict the ability of broker-dealers to trade our securities and may affect   
the ability of investors to sell our securities in the secondary market and the 
price at which such purchasers can sell any such securities.                    

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    Shareholders should be aware that, according to the Securities and
Exchange Commission, the market for penny stocks has suffered in recent years   
from patterns of fraud and abuse. Such patterns include:                        

o    control of the market for the security by one or a few   
            broker-dealers that are often related to the promoter or issuer;
       o    manipulation of prices through prearranged matching of purchases
and sales and false and misleading press releases;  
        o    "boiler room" practices involving high pressure sales tactics and
         unrealistic price projections by inexperienced sales persons;
     o    excessive and undisclosed bid-ask differentials and markups by
selling broker-dealers; and                         
    o    the wholesale dumping of the same securities by promoters and
          broker-dealers after prices have been manipulated to a desired
          level, along with the inevitable collapse of those prices with
consequent investor losses.                         

       Our management is aware of the abuses that have occurred historically
in the penny stock market. Although we do not expect to be in a position to     
dictate the behavior of the market or of broker-dealers who participate in the  
market, management will strive within the confines of practical limitations to  
prevent the described patterns from being established with respect to our common
stock.                                                                          

        This prospectus contains forward-looking statements that involve risks
and uncertainties. We use words such as "anticipates", "believes", "plans",     
"expects", "future", "intends" and similar expressions to identify these        
forward-looking statements. Prospective investors should not place undue        
reliance on these forward-looking statements, which apply only as of the date of
this prospectus. Our actual results could differ materially from those          
anticipated in these forward-looking statements for many reasons, including the 
risks faced by Paragon Sports Group described in "Risk factors" and elsewhere in
this prospectus.                                                                

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 USE OF PROCEEDS

We estimate that our net proceeds from the offering will be   
approximately $1,500,000. See "Certain Transactions." We expect such proceeds to
be utilized approximately as follows:                                           

                                                                [Download Table]

                                    Approximate Amount Of  Approximate Percentage of
                                          Proceeds                Proceeds          
                                          --------                --------          
                                                                                    
Hiring of New Personnel............      $  200,000                13.33%           
Marketing and Advertising..........      $  100,000                 6.66%           
Working Capital....................      $1,200,000                80.00%           

        The amounts set forth above are estimates. Should a reapportionment or
redirection of funds be determined to be in the best interests of Paragon       
Sports, the actual amount expended to finance any category of expenses may be   
increased or decreased by Paragon Sport's Board of Directors at its discretion. 
The proceeds of this offering that are not expended immediately may be deposited
in interest bearing accounts, or invested in government obligations certificates
of deposit or similar short term, low risk investments.                         

DILUTION

   Net tangible book value consists of total assets minus intangible
assets and liabilities divided by the total number of common shares outstanding.
Paragon Sports has no shares of preferred stock outstanding. Paragon Sports has 
no options issued and outstanding.                                              

       a)   At August 31, 2001, Paragon Sports had a net tangible book value
of $216,682, or $.06 per share;                     

     b)   Assuming the consummation of the transaction described herein,
             Paragon Sports will have a net tangible book value of $1,816,682,
or $.45 per share.                                  

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DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS                    

Officers and directors                                                          

                 The names and ages of the directors and executive officers of
Paragon Sports are set forth below. All Directors are elected annually by the   
stockholders to serve until the next annual meeting of the stockholders and     
until their successors are duly elected and qualified. Officers are elected     
annually by the Board of Directors to serve at the pleasure of the Board.       

Name                   Age        Position(s) with Paragon Sports Group         
----                   ---        -------------------------------------         
Shep Messing           52         Chairman of the Board, Chief Executive        
Officer     

Alan A. Morell         54         Chief Financial Officer and Director          

Background of Executive Officers, Directors and Significant Employees           

Shep Messing   Chairman of the Board and Chief Executive Officer: Mr. Messing   
has been Chairman of the Board and Chief Executive Officer of Paragon Sports    
Group since its inception. He is a 1972 graduate of Harvard University, where he
was an All-American in soccer. He was the premier American soccer player in the 
game during the 1970's and 1980's. He was a member of the Pan-American Team, the
U.S. Olympic Team, and the New York Cosmos (with Pele, Beckenbauer and          
Chinaglia) and has been inducted into the New York State Sports Hall of Fame. He
has been involved in the professional soccer industry for over twenty-one (21)  
years, working for United States Tobacco Company for 13 years and his own       
company, Soccer Enterprises, Inc. since 1977. During this time, he gained       
experience in business, television, movies, books, videos, endorsements, and    
public television commercials. He was a commentator for Anheuser-Busch Bud      
Sports, MISL games, all star games, 1982 and 1986 World Cup events, and in      
global television. He has had exposure on ABC, NBC, CBS, Live at Five, Good     
Morning America, and Hollywood Squares. Most recently, he has been affiliated   
with Olsher Sports, a sports marketing agency for television and corporate      
marketing of events, team sports, and soccer and Metallia Sports, in connection 
with soccer representation in the 1994 World Cup.                               

     In 1991, Mr. Messing pled guilty to a violation of Title 18, United
States Code, Section 1343, commonly referred to as Federal Wire Fraud. This     
violation came about during Mr. Messing's tenure as a corporate officer in a    
securities firm, although he never acted, nor was licensed as a broker or       
dealer. Mr. Messing was sentenced to five years probation. Mr. Messing filed a  
Chapter 11 Bankruptcy petition with the U.S. Bankruptcy Court, Eastern District 
of New York on November 17, 1995. The Bankruptcy Court confirmed the plan of    
reorganization on February 11, 1998.                                            

Alan A. Morell   Chief Financial Officer and Director: During the past          
twenty-five years in the industry, Mr. Morell has built a formidable and        
prestigious organization capable of planning, staffing, managing and producing  
events of all sizes and types anywhere in the world. Prior to 1987, Alan was    
with the International Management Group where he first served as manager of     
special events and vice president of racquet sports and later as corporate vice 
president of event management, mergers, acquisitions and sponsorships. Alan has 
created and managed more than 1,500 events.                                     

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Advisory Board                                                                  

Paragon Sports has an Advisory Board that has been formed with the purpose of   
providing Paragon's management with guidance on its various business areas.     
Paragon Sports has not entered into any advisory or employment agreements with  
the member of the Advisory Board. The Advisory Board is comprised of the        
following individual:                                                           

James Menlove:   Mr. Menlove was born in the UK, became a US resident in 1962   
and founded Heartland Trust Services in 1986. He had worked in the trust banking
industry in the UK, Canada and the US prior to establishing his own company. His
simultaneous interest and acumen in the development of soccer talent in third   
world territories led to the establishment of his own operation in Costa Rica.  
Jim opened his Costa Rica Soccer Academy and is now developing the recently     
purchased 12 acres of land to expand the facilities.                            

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EXECUTIVE COMPENSATION

Compensation of Directors and Executive Officers                                

   Each director of Paragon Sports is entitled to receive reasonable
out-of-pocket expenses incurred in attending meetings of the Board of Directors 
of Paragon Sports but are not compensated for services provided in their        
capacities as directors. There is no compensation committee and no compensation 
policies have been adopted. Paragon Sports may elect to pay non-cash            
consideration in the form of options to directors in the future. In the future, 
we may elect a cash payment as well as a non-cash consideration.                

Employment Agreements                                                           

        On June 1, 2001, we entered into a three (3) year Employment Agreement
with Shep Messing pursuant to which Mr. Messing agreed to serve as the Chairman 
of the Board and Chief Executive Officer of Paragon Sports Group. Paragon Sports
agreed to pay Mr. Messing an annual salary of $200,000 plus a $25,000 annual    
increase in the then base salary. Upon execution of the Employment Agreement,   
Paragon Sports issued Eight Hundred Thousand (800,000) shares of its common     
stock, par value $.01 per share to Mr. Messing.                                 

       On November 13, 2001, Mr. Davis resigned as Paragon's Chief Financial
Officer and as a director.                                                      

Stock Option Plans and Agreements                                               

    As of June 1, 2001, the Board of Directors and the stockholders of
Paragon Sports Group, adopted the 2001 Stock Plan (hereinafter called the "2001 
Plan"). The purpose of the 2001 Plan is to provide a means whereby directors and
selected employees, officers, agents, consultants, and independent contractors  
of Paragon Sports Group, or of any parent or subsidiary thereof, may be granted 
incentive stock options and/or nonqualified stock options to purchase shares of 
common stock, no par value ("Common Stock"), in order to attract and retain the 
services or advice of such directors, employees, officers, agents, consultants, 
and independent contractors and to provide additional incentive for such persons
to exert maximum efforts for the success of Paragon Sports Group and its        
affiliates by encouraging stock ownership in Paragon Sports Group.              

Description of the 2001 Plan                                                    

    The maximum number of shares of Common Stock with respect to which
awards may be granted pursuant to the 2001 Plan is initially 250,000 shares.    
Shares issuable under the 2001 Plan may be either treasury shares or authorized 
but unissued shares. The number of shares available for issuance will be subject
to adjustment to prevent dilution in the event of stock splits, stock dividends 
or other changes in the capitalization of Paragon Sports Group.                 

         Subject to compliance with Rule 16b-3 of the Securities Exchange Act of
1934, the Plan shall be administered by the Board of Directors of Paragon Sports
Group (the "Board") or, in the event the Board shall appoint and/or authorize a 
committee, such as the Compensation Committee, of two or more members of the    
Board to administer the Plan, by such committee. The administrator of the Plan  
shall hereinafter be referred to as the "Plan Administrator". Except for the    
terms and conditions explicitly set forth herein, the Plan Administrator shall  
have the authority, in its discretion, to determine all matters relating to the 
options to be granted under the Plan, including, without limitation, selection  
of whether an option will be an incentive stock option or a nonqualified stock  
option, selection of the individuals to be granted options, the number of shares
to be subject to each option, the exercise price per share, the timing of grants
and all other terms and conditions of the options.                              

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        Options granted under the 2001 Plan may be "incentive stock options"
("Incentive Options") within the meaning of Section 422 of the Code or stock    
options which are not incentive stock options ("Non-Incentive Options" and,     
collectively with Incentive Options, hereinafter referred to as "Options"). Each
option may be exercised in whole or in part; provided, that only whole shares   
may be issued pursuant to the exercise of any option. Subject to any other terms
and conditions herein, the Plan Administrator may provide that an option may not
be exercised in whole or in part for a stated period or periods of time during  
which such option is outstanding; provided, that the Plan Administrator may     
rescind, modify, or waive any such limitation (including by the acceleration of 
the vesting schedule upon a change in control of Paragon Sports Group) at any   
time and from time to time after the grant date thereof. During an Optionee's   
lifetime, any incentive stock options granted under the Plan are personal to    
such Optionee and are exercisable solely by such Optionee.                      

        The Plan Administrator can determine at the time the option is granted
in the case of incentive stock options, or at any time before exercise in the   
case of nonqualified stock options, that additional forms of payment will be    
permitted. To the extent permitted by the Plan Administrator and applicable laws
and regulations (including, without limitation, federal tax and securities laws 
and regulations and state corporate law), an option may be exercised by:        

              (a) delivery of shares of Common Stock of Paragon Sports
Group held by an Optionee having a fair market value equal to the exercise      
price, such fair market value to be determined in good faith by the Plan        
Administrator;                                                                  

           (b) delivery of a properly executed Notice of Exercise,
together with irrevocable instructions to a broker, all in accordance with the  
regulations of the Federal Reserve Board, to promptly deliver to Paragon Sports 
Group the amount of sale or loan proceeds to pay the exercise price and any     
federal, state, or local withholding tax obligations that may arise in          
connection with the exercise; or                                                

           (c) delivery of a properly executed Notice of Exercise,
together with instructions to Paragon Sports Group to withhold from the shares  
of Common Stock that would otherwise be issued upon exercise that number of     
shares of Common Stock having a fair market value equal to the option exercise  
price.                                                                          

        Upon a Change in Control of Paragon Sports Group, any award carrying a
right to exercise that was not previously exercisable shall become fully        
exercisable, the restrictions, deferral limitations and forfeiture conditions   
applicable to any other award granted shall lapse and any performance conditions
imposed with respect to awards shall be deemed to be fully achieved.            

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        Awards under the 2001 Plan may not be transferred, pledged, mortgaged,
hypothecated or otherwise encumbered other than by will or under the laws of    
descent and distribution, except that the Committee may permit transfers of     
awards for estate planning purposes if, and to the extent, such transfers do not
cause a participant who is then subject to Section 16 of the Exchange Act to    
lose the benefit of the exemption under Rule 16b-3 for such transactions.       

                 The Board may amend, alter, suspend, discontinue or terminate
the 2001 Plan at any time, except that any such action shall be subject to      
stockholder approval at the annual meeting next following such Board action if  
such stockholder approval is required by federal or state law or regulation or  
the rules of any exchange or automated quotation system on which the Common     
Stock may then be listed or quoted, or if the Board of Directors otherwise      
determines to submit such action for stockholder approval. In addition, no      
amendment, alteration, suspension, discontinuation or termination to the 2001   
Plan may materially impair the rights of any participant with respect to any    
award without such participant's consent. Unless terminated earlier by action of
the Board of Directors, the 2001 Plan shall terminate ten (10) years after      
adoption by the shareholders.                                                   

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table sets forth information, as of December 8, 2001 with
respect to the beneficial ownership of the outstanding shares of our common     
stock, $.01 par value, as of such date plus, where relevant for particular      
beneficial owners, shares which such beneficial owner has the right to acquire  
by (i) any holder known to us owning more than five percent (5%) of the         
outstanding shares; (ii) our officers and directors; and (iii) the directors and
officers of Paragon Sports as a group:                                          

                                                        [Enlarge/Download Table]

                                                        Percentage (%) of  Percentage (%) of
                                      Number of Shares      Ownership          Ownership    
    Name of Beneficial Owner*          Common Stock      before Offering     After Offering 
    -------------------------          ------------      ---------------     -------------- 
                                                                                            
Shep Messing(1)                           800,000             22.2%               20%       
Continental Capital Merchant Bank(4)      300,000              8.3%              7.5%       
Biofarm, Inc.(2)                          800,000             22.2%               20%       
WRA Consulting, Inc.(3)                   800,000             22.2%               20%       
Continental Sports Management LLC(5)      800,000             22.2%               20%       
Alan A. Morell(6)                            0                   0%                0%       
All Officers and Directors as a                                                             
group(1)(6)                               800,000             22.2%               20%       

*    Unless otherwise indicated, the address of all persons listed in this      
  section is c/o Paragon Sports, 5580 Monroe Street, Sylvania, Ohio 43560.

(1)  Mr. Messing is the Chairman and Chief Executive Officer of Paragon Sports. 
(2)  Biofarm, Inc. is a public company whose securities trade on the OTC        
Bulletin Board.                                                       
(3)  Voting and dispositive power over the shares owed by WRA Consulting, Inc.'s
are controlled by Willa Abramson.                                     
(4)  Voting and dispositive power over the shares of common stock owned by      
 Continental Capital Merchant Bank are controlled by Continental Capital
 Advisors, Inc. ("CCA"). William Davis is the Chief Executive Officer of
CCA.                                                                  
(5)  Voting and dispositive power over the shares of common stock of Continental
    Sports Management LLC are controlled by William Davis, its Chief Financial
Officer.                                                              
(6)  Mr. Morell is the Chief Financial Officer and a Director of Paragon Sports.

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OUR BUSINESS

Summary                                                                         

Paragon Sports Group, Inc.

         Paragon Sports Group, Inc. ("Paragon Sports") is a Delaware corporation
which was formed on May 30, 2001. Paragon Sports is a full service professional 
athlete representation agency which offers soccer athletes every aspect of      
athlete management including career management and guidance, contract           
negotiations, marketing and endorsements, team relations, public relations and  
charitable activities.                                                          

On May 31, 2001, Paragon Sports entered into an Asset Purchase
Agreement with Continental Sports LLC, a Delaware limited liability company     
pursuant to which Paragon Sports purchased accounts receivable of Continental   
Sports Management LLC equal to Two Hundred Twenty Three Thousand Five Hundred   
Seventy Dollars ($223,570) and twenty two (22) player contracts. The purchase   
price of the assets was the issuance of Eight Hundred Thousand (800,000) shares 
of common stock of Paragon Sports.                                              

         We intend to represent, advise, and counsel soccer athletes in contract
negotiations with professional soccer clubs and in all business affairs related 
to the soccer athletes' status as professional soccer players, including        
endorsement and promotional contracts. Additionally, we intend to represent     
professional soccer clubs in the negotiation of transfer contracts which involve
the sale and acquisition of soccer athletes between professional soccer clubs.  
We also intend to represent corporate sponsor companies that sponsor sports     
events.                                                                         

  Paragon Sports also intends to create, design and execute sports
promotion programs based on our client's business objectives. We will provide   
concepts and creative development as well as implementation, administration, and
complete turnkey management of these programs.                                  

We intend to generate revenue from two basic sources: (i)     
representation of players in the negotiation of player contracts and player     
endorsements; and (ii) negotiation of transfer fees paid by one soccer club to  
another upon the transfer of a player. Upon consummating a player contract or   
transfer, we will be paid a percentage of such contract for our services        
(generally 20% for endorsement contracts, up to 10% for player contracts, varied
rates for transfer fees). We believe that, as general revenues in the industry  
increase, wages and endorsement revenues paid to players should increase.       

     Our strategy is to: (i) locate finders (independent contractors who
identify talented players) throughout the world who will present our            
representation contracts to prospective client players and (ii) locate player   
agents throughout the world to develop client players and shop those players to 
soccer clubs throughout the world; and (iii) locate executive personnel with    
numerous professional contacts within the soccer industry to create             
opportunities for client players, clubs and commercial endorsement companies.   
Strategic placement of finders and player agents allows us to create proprietary
intelligence on players all over the world, and shop those same players to clubs
located in South America, Europe, and the United States.                        

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Soccer                                                                          

     The soccer industry exists in virtually every country in the world.
Unlike American football, which may be played differently in Canada or in       
Europe, soccer is played under the same rules throughout the world, thus        
providing consistency to the game no matter where it is played. Soccer has      
established and greatly benefited from Federation Internationale De Football    
Association ("FIFA"), which regulates and administers international soccer. FIFA
has sanctioned six regional confederations to segregate and manage international
team soccer. Through the six confederations, FIFA has established over two      
hundred national associations. Teams comprising the national associations       
compete in various confederation championships.                                 

       The vast scope of the soccer market is demonstrated in Europe wherein
250 to 300 top division club teams ("Premier League Teams") exist in any given  
year. Once in the Premier League, a team can be relegated from the Premier      
League into soccer's equivalent of Triple A baseball. In soccer you must        
continue to be successful to remain in the Premier League. The Premier League   
has the greater television revenues, gate fees, and other team related revenues.
The economic sanction of failing to remain in the Premier League is devastating 
to a team. This economic reality creates great financial pressure on teams to   
always vie for the most talented players, and therefore to pay higher wages to  
such players.                                                                   

        With the great number of Premier Clubs in the world, and the number of
talented players needed to fill the rosters of all those clubs, the role of     
sports agents in soccer is becoming increasingly more vital to the survival of  
each Premier Club. These clubs must search for players throughout the world. The
proprietary intelligence of each sports agent becomes extremely valuable, if it 
can provide a great variety of talented players to a team. Until recently, prior
to the Bosman Ruling (see "Regulations"), player agents were provincial in their
method of business practice, only representing players in their domiciled       
geographic area. This was due mainly to FIFA requiring player agents to be      
licensed domestically or internationally; the international license being       
considerably more expensive. Until the Bosman Ruling, teams located in a        
specific country were required to have a certain number of national players.    
These circumstances did not create a free international market for players. The 
Bosman Ruling created new architecture for clubs, players and agents to build   
upon. Following the Bosman Ruling, players can more freely move from one        
international club to another. The Bosman Ruling provides flexibility to        
businesses like Paragon Sports and creates opportunity for international players
to play on club teams in other countries (e.g. Brazilian players playing in     
England, German players in Spain, etc.). A player agent must now have           
information on players from throughout the world, rather than just national     
players. This creates the opportunity for us to excel in the soccer industry.   

Business Strategy                                                               

  We intend to create a continuing inventory of players by signing
younger, as well as established players to representation contracts. Paragon    
Sports then, due to its international presence in the revenue rich Premier      
Leagues in Europe, Brazil, and in the United States, will shop the player not   
just in his own national "back yard" but vigorously throughout the world. The   
benefit to the player is greater professional exposure. We believe our access to
soccer clubs will also be greater due to our ability to represent talented      
players from throughout the world, rather than just nationally. We have         
developed a player dossier in a form which includes video, physical information 
on the player, observation of coaches, players, and background information. We  
are developing a means of sharing this information via the internet to          
facilitate player transactions without extensive travel.                        

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      Critical to the business strategy is creating personal relationships
with the players, coaches, club administrators and executives, other player     
agents, and marketing and sales personnel within the companies endorsing soccer 
and sporting matches. Due to the large number of professional teams throughout  
the world, the personnel of Paragon Sports must have tremendous credibility and 
exposure within the soccer industry. Presently Paragon employs one (1)          
individual, Shep Messing, who meets this criteria and Paragon Sports intends to 
hire an additional eight (8) individuals who meet this criteria.                

       We have created a structure whereby players and clubs from throughout
the world can exchange information through Paragon Sports Group. Should such    
information create a contract between player and club or club and club, Paragon 
Sports earns a fee.                                                             

Representation of Soccer Athletes                                               

We represent, advise, and counsel soccer athletes in contract 
negotiations with professional soccer clubs. Generally, we receive a fee of up  
to 10% of any compensation received by the represented soccer athlete from any  
contract with any professional soccer club. Until recently, the majority of     
contract negotiations were through FIFA-licensed domestic agents which in       
accordance with FIFA regulations are only authorized to negotiate player        
contracts and transactions in the country in which they are licensed. In 1995,  
the Bosman Ruling removed restraints on player transfers, thus allowing players 
to transfer freely between soccer federations of different countries. Due to the
Bosman Ruling, licensed domestic agents have been relegated to much smaller     
markets. We believe that the inability of licensed domestic agents to broker    
international player transactions will create a demand and necessity for soccer 
agents with a presence in multiple countries. We also represent, advise, and    
counsel soccer athletes in all business affairs related to soccer athletes'     
status as professional soccer players, including endorsement and promotional    
contracts. In order to comply with the regulations of FIFA, we currently engage 
local solicitors, who are conveniently located, on a hourly basis to negotiate  
layers team contracts on a player by player basis. We do not have any contracts 
with local solicitors and engage solicitors on a case by case basis, billed at  
an hourly rate. To date, we have only engaged solicitors in the United Kingdom  
because 13 of our current 14 athletes reside in the United Kingdom. We          
anticipate that we will use a New York attorney for the two athletes who reside 
in the United States. The negotiations in most cases are on a yearly basis and  
the solicitor transacts his activities on behalf of Paragon by phone and other  
modes of communication. Moreover, we intend to make available international     
financial planning services to soccer athletes, including budget development,   
investment counseling, and estate and international tax planning.               

         The focus of soccer player client development is intended to proceed as
follows:                                                                        

a.   International players of marquee stature. We will strive to develop 2 or 3 
international players of marquee stature each year. These players will
command salaries of $1,000,000 or more and can be expected to receive 
  signing bonuses of twice their annual salary. We currently represent one
   player in this category (Piotr Nowak). Pursuant to the terms of the Nowak
agreement, which expires on December 20, 2003, Paragon will receive   
 compensation of 10% of all salary and signing bonuses received by Nowak
    from any professional club throughout the world and 20% of any endorsement
income.                                                               

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b.   Premier League and First Division players earn $150,000 and up, between the
   ages of 18 and 26. These players will be the backbone of our business. We
will strive to represent 500 Premier League and First Division soccer 
   players after 5 years of operation. The Premier League and First Division
are the two highest levels of international professional soccer. We   
  currently represent ten players in this category (Wayner Carlisle; Peter
  Clark; Greg Lincoln; Adam Locke; Isaiah Rankin; Andy Scott; Johen Still;
Paul Hull; Josh Lewsky and Adam Shaw).                                

c.   Players between the ages of 16 and 19 who compete on under 21 National     
    Teams with potential to become marquee stars and who are certain to become
    Premier or First Division players. We currently represent three players in
this category (Ashley Dodd; Chris Smith; and Marieanne Spacey).       

d.   Current professional soccer players in Major League Soccer (MLS) in the    
United States and players who have had extensive success in European  
Leagues and are looking to enter the MLS. These players will become   
 high-profile athletes as soccer continues to become more popular in the
United States and will enter into the marketing and sponsorship       
  opportunities available in the United States. We currently represent one
player in this category (Piotr Nowak).                                

(One player is listed in more than one category above.)               

      Our goal is to sign at least two players from category (a), not less
than 50 players from category (b), 10 players from category (c), and 25 players 
from category (d) in the first year of operation.                               

         Of the twenty-two (22) player contracts purchased by Paragon on May 31,
2001, from Continental Sports LLC, an aggregate of nine have passed their       
respective expiration dates. As of the date hereof, such nine representation    
contracts have not been renewed. One additional player (Piotr Nowak) has signed 
a contract with Paragon, resulting in an aggregate of 14 players being          
represented now by Paragon.                                                     

     Through this process, a "feeder" system will be established through
which the best players worldwide will be recruited and signed by Paragon Sports 
in an ever increasing network of relationships established between Paragon      
Sports Group personnel, past and present soccer athletes, coaches, and team     
representatives throughout the world. Prospective clients will be induced to    
signing with us due to our ability to broker international player transactions, 
the international exposure that we can provide, the increased marketing revenue 
that we can generate, as well as the reputation established through previous and
current clients.                                                                

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     On June 1, 2001, Paragon Sports entered into a consulting agreement
with Piotr Nowak/Pinosport in which Piotr Nowak was appointed as a Paragon      
Sports representative in Poland, Russia, Ukraine, Hungary, Czech Republic,      
Bulgaria and other countries in Eastern Europe (the " Nowak Territory").        
Pursuant to the consulting agreement, Piotr Nowak shall: introduce soccer       
players represented by Paragon Sports to clubs in the Nowak Territory; procure  
Paragon Sport's appointment as a representative of soccer clubs and associations
within the Nowak Territory and procure players for such clubs and associations; 
procure players within the Nowak Territory to be represented by Paragon Sports  
and to sign Paragon Sports standard representation agreement; and promote and   
market Paragon Sports generally within the Nowak Territory. In consideration for
his services, Piotr Nowak shall be paid a commission equal to fifty percent     
(50%) of all sums received by Paragon Sports for its benefit arising out of any 
matters conducted by Piotr Nowak on Paragon's behalf in the Nowak Territory.    

    On May 31, 2001, Paragon Sports entered into three year consulting
agreement with WRA Consulting, Inc. ("WRA Consulting"), pursuant to which WRA   
Consulting was retained to perform non-exclusive consulting services related to 
corporate finance and other matters including the: (i) review of business plans 
and projections; (ii) review of financial data as it relates to raising         
financing; (iii) rendering advice on Paragon Sport's capital structure; (iv)    
review and the rendering advice on prospective mergers and acquisitions, both   
public and private; (v) review managerial needs; and (vi) rendering advice on   
issues relating to public relations. As consideration for these services,       
Paragon issued 800,000 shares of its common stock to WRA Consulting.            

        On August 16, 2001, Paragon Sports entered into a consulting agreement
with Elias Figueroa in which Elias Figueroa, was appointed as a Paragon Sports  
representative worldwide (the "Figueroa Territory"). Pursuant to the consulting 
agreement, Elias Figueroa shall: introduce soccer players represented by Paragon
Sports to clubs in the Figueroa Territory; procure Paragon Sport's appointment  
as a representative of soccer clubs and associations within the Figueroa        
Territory and procure players for such clubs and associations; procure players  
within the Figueroa Territory to be represented by Paragon Sports and to sign   
Paragon Sports standard representation agreement; and promote and market Paragon
Sports generally within the Figueroa Territory. In consideration for his        
services, Elias Figueroa shall be paid a commission equal to fifty percent (50%)
of all sums received by Paragon Sports for its benefit arising out of any       
matters conducted by Elias Figueroa on Paragon's behalf in the Figueroa         
Territory.                                                                      

Representation of Professional Soccer Clubs.                                    

   We will represent professional soccer clubs in the negotiation of
transfer contracts. Transfer contracts are agreements between professional      
soccer clubs involving the sale and acquisition of soccer athletes. Due to the  
fractured nature of international soccer and the great number of leagues in     
existence throughout the world, the movement of players from team to team and   
between leagues involves the actual buying and selling of player contracts as   
commodities, rather than through trades or "free agency" as is the custom in the
United States. The "buying and selling of player contracts as commodities"      
refers to Paragon Sports being contracted by the buying or selling club to sell 
one of their players or buy a player for them. This commodity trading may be    
impacted by the Bosman Ruling, which would reflect the market price of the      
player transfers in terms of what the players are worth depending upon the      
freedom or restriction on player movement; however, the extent of the impact    
upon transfer fees cannot be predicted. We will negotiate for the sale or       
acquisition of a player on behalf of a professional soccer club and receive a   
fee of 10%-20% of the transfer price. "Transfer price" refers to the sum of     
money paid by one professional soccer club to another professional soccer club  
for the contract rights of a player. The Company will not be able to represent  
both a player and a soccer club that a player is negotiating with.              

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Representation of Sponsor Companies.                                            

  We will represent corporate sponsor companies. Corporate sponsor
companies sponsor sports events. It has been reported that companies spent an   
estimated $15 billion last year sponsoring sports events. We intend to represent
the sponsor companies in their contract negotiations with professional sports   
leagues, tournaments, and events. We do not have any contractual relationships  
with any corporate sponsors.                                                    

Contracts with Players and Teams                                                

        In the early stage of the Paragon Sports Group's development, revenues
will be mainly generated from two sources: Standard Representation Agreements   
("SRAs") and transfer contracts. The SRA is a contract between Paragon Sports   
and the soccer athlete whereby Paragon Sports becomes the exclusive agent for   
the soccer athlete in the negotiation of contracts with professional soccer     
clubs and in all business affairs related to the soccer athlete's status as a   
professional soccer player, including endorsement and promotional contracts. The
contract is entered into by a representative or employee of Paragon Sports who  
in turn assigns all rights and benefits of the contract to Paragon Sports. See  
"Regulations."                                                                  

 Pursuant to the SRAs, we will receive a fee of up to 10% of the
compensation received by the soccer athlete from any contract entered into with 
any professional soccer club throughout the world. We will also receive a fee of
20% of the endorsement and promotional compensation received by the soccer      
athlete from any contracts related to the soccer athlete's status as a          
professional soccer player. Pursuant to the regulations of FIFA, the SRAs are   
binding for twenty-four (24) months and then must be renewed. The regulations of
FIFA do not allow player contracts to have a longer term. In accordance with    
FIFA regulations, we receive commissions from our players on all income received
by the player for the life of any contract entered into or negotiated as a      
result of our efforts.                                                          

  To date, we have fourteen (14) professional soccer players under
contract for representation in contract negotiations with professional soccer   
clubs and in all business affairs related to such soccer players' status as     
professional soccer players, including endorsement and promotional contracts.   

     Transfer contracts are agreements between professional soccer clubs
involving the sale and acquisition of soccer athletes. We will represent        
professional soccer clubs in the sale and acquisition of soccer athletes. We    
will negotiate for the sale or acquisition price of a player and in turn receive
a fee for acting as the agent. Typically, we will receive a fee of 10%-20% of   
the transfer price. The transfer price for a European player of marquee stature 
could exceed $1 million dollars.                                                

Marketing                                                                       

   Marketing involves the establishment of contractual relationships
between Paragon Sports and corporate sponsor companies. We will represent the   
sponsor companies in their contract negotiations with professional sports       
leagues, tournaments, and events and receive a fee for such representation.     

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        Marketing also involves the establishment of contractual relationships
between corporate sponsor companies and players represented by Paragon Sports.  
Generally, corporate sponsor companies will pay athletes to promote their       
companies and/or to endorse their products. We will receive a fee of 20% of the 
endorsement and promotional compensation received by soccer athletes from any   
contracts entered into with corporate sponsor companies. We expect the marketing
of client athletes and corporate sponsor companies to become a significant      
portion of revenues and operations.                                             

   The key to successfully entering the marketing field is the early
development of relationships with corporate sponsor companies and entities      
willing to pay top dollar for sponsorship opportunities. We have established and
will continue to establish relationships with corporate sponsor companies to    
facilitate the marketing of client athletes and sponsor companies. The nurturing
of these relationships should enable marketing to become a significant source of
revenues for Paragon Sports.                                                    

It is crucial for us to recognize and maximize the overlapping
opportunities that will arise from each of these separate but related           
activities. The representation of soccer athletes is the introduction into much 
broader revenue generating possibilities which include, but are not limited to: 
sponsorship, event management, sales of television rights, marketing of         
individuals and teams, and ownership of annual events involving match           
competitions and tournaments.                                                   

Competition                                                                     

There are numerous larger, significant, competing entities and
companies in the professional athlete contract negotiating arena locally,       
nationally and internationally.                                                 

       International Management Group ("IMG") and SFX are two of the world's
largest sports management companies. Both companies currently operate in the    
soccer industry and they have the resources to compete with us should they      
decide to expand their operations.                                              

    Interpublic Group, a $3.4 billion advertising and public relations
agency, recently acquired Advantage International, a sports management company  
now part of Interpublic's Octagon Group. Interpublic has also acquired          
London-based Orbit International, and is shopping for small agencies            
specializing in football and hockey players. Interpublic does operate in the    
soccer industry, it has the resources to compete with us should it decide to    
expand its operations.                                                          

         There are also numerous other sports management and marketing companies
operating in non-soccer related professional sports that have the resources to  
compete with us should they decide to do so.                                    

      Additionally, there are numerous individual licensed players' agents
conducting business in the international soccer industry. We will compete in the
market place based on the ability to offer greater opportunities world-wide to  
soccer players, service, quality of representation, negotiating skills, and     
personal relationships between management, the professional athletes, and the   
professional teams hiring athletes. We believe we can be immediately successful 
in the soccer industry because of the services we can provide soccer athletes;  
namely, prolific exposure throughout the world, professional contacts with      
decision makers, and marketing services. Moreover, our ability to negotiate     
transfer contracts, match arrangements and to negotiate with sponsor companies  
fosters our belief that we can be immediately successful in the soccer industry.
There is no guarantee that we are or will remain competitive or successful in   
the future. Moreover, there is no guarantee that IMG, Interpublic, SFX, or other
larger competing sports management and marketing companies will not expand their
businesses in the soccer industry. The expansion of any of these larger         
competing sports management and marketing companies in the soccer industry could
have a material adverse effect on our business.                                 

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Employees                                                                       

         As of December 8, 2001 we had four (4) full-time employees. None of our
employees is represented by a labor union and we have not experienced any work  
stoppages. We consider our employee relations to be good.                       

Regulation                                                                      

        The main body of regulation in the international soccer industry comes
from the Federation Internationale De Football Association ("FIFA"). The U.S.   
arm of FIFA is based in Chicago, Illinois, and is known as the U.S. Soccer      
Federation. FIFA has published rules and regulations governing the conduct of   
soccer athletes and agents. FIFA enforces these rules and regulations by way of 
a sanction to players for violation of the rules and monetary penalties for     
violation by players' agents. FIFA will also act as an enforcement agency to    
ensure that athletes do not violate their contract with agents. This can be most
beneficial if we were to have a dispute with a international soccer athlete over
collecting a commission.                                                        

       Under the regulations of FIFA, players may only use the services of a
Licensed Players' Agent. Any natural person (excluding corporations and other   
entities) who passes a personal interview and deposits a bank guaranty with a   
Swiss Bank can become a players' agent. Soccer athletes cannot utilize the      
services of a non-licensed agent. Licensed attorneys and close relatives to the 
soccer athletes do not have to become a licensed players' agent to represent a  
soccer athlete.                                                                 

Since we cannot be a licensed players' agent, because we are a
corporation, we will utilize the services of either a representative under      
contract with us or an employee who is a licensed players' agent or a licensed  
attorney to enter into contracts with players on our behalf. Paragon Sports,    
through the licensed players' agent or a licensed attorney, will negotiate on   
behalf of the soccer athlete. We do not currently have any employees who are    
licensed players' agents or licensed attorneys.                                 

        We will derive income from the assignment by employees of the monetary
benefits of agent contracts with soccer athletes. The regulations of FIFA do not
address the assignment of monetary benefits of player contracts, only that      
natural persons who are licensed players' agents, close relatives, or a licensed
attorney are the only individuals who can represent and contract with a soccer  
athlete. In 1994, FIFA issued Circular No.551 in response to questions regarding
who can hold a license. The Circular stated in part:                            

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      "It is obvious that only private individuals (natural persons) may
    apply for a players' agent's license. However, the holder of the
      license may make it available to a legal person (an association or
company)."                                                  

This release allows Licensed Players' Agents to make available their license (or
the benefits of such license) to Paragon Sports Group.                          

        FIFA does not regulate the marketing arrangements entered into between
Paragon Sports Group Company and soccer athletes. Paragon Sports Group is free  
to enter into marketing contracts directly with the soccer athletes.            

The Bosman Ruling:                                                              

     The Bosman case began when Belgian national soccer player, Jean Mau
Bosman claimed he was prevented from working for another soccer club after his  
contract ended with Royal Club Legeois, in violation of Articles 48, 85, and 86 
of the European Economic Community Treaty (EEC Treaty). The case was based in   
part upon the right of workers to move freely between member states for         
employment related purposes. A similar right to travel exists between states in 
the United States. The Bosman case was referred to the European Court of Justice
("ECJ"). In 1995, the ECJ held that the transfer system then in place and the   
rules on international players (restriction as to the number of international   
players on each team) offended the principles of freedom of movement for workers
under the EEC Treaty, and found that the transfer rules and international player
rules also restricted competition in violation of Article 85(1) of the EEC      
Treaty. Pursuant to the specific findings of the court, Bosman could seek to    
have his right to move freely between member states for purposes of employment  
judicially enforced. This finding of the court positively affects the           
opportunities for a soccer athlete to seek his best wage, wherever a club is    
located, and will have an impact upon transfer fees, although to what extent is 
not yet clear to the industry.                                                  

       An adverse ruling would diminish the market price of player transfers
and consequently our commissions earned on such transactions. If the players    
have more freedom to move from club to club, for less money, their salaries     
would rise and we would benefit in commissions from their rising salaries. The  
result is that Paragon Sports would spend more effort on individual player      
contracts if the salaries rise and more effort on player transfers if the       
transfer prices rise.                                                           

Facilities                                                                      

        Paragon currently maintains an office at 5580 Monroe Street, Sylvania,
Ohio 43560. The space is provided to Paragon at no cost by Continental Capital  
Advisors, Inc. In addition, Paragon also maintains an office at Mr. Messing's   
personal residence which is also provided at no cost to the Company.            

 Our current facilities will provide adequate space to house the
business through our current growth, however, as we continue to execute our     
plan, additional operational and administrative space may be required. We       
believe that adequate additional space is available on competitive terms.       

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Legal proceedings                                                               

         There are no material legal proceedings pending to which Paragon Sports
is a party, and we are unaware of any contemplated material legal actions       
against us.                                                                     

         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS                                                                   

Introduction                                                  

        Paragon Sports Group, Inc. intends to operate as a full service agency
representing professional athletes, particularly soccer players. The business   
plan of Paragon Sports envisions the expansion of the soccer athlete            
representation business by seeking to represent athletes other than soccer      
players, by broadening the services to be offered to athletes to include        
endorsements and other services, and by potential alliances with soccer clubs.  
If successful, Paragon's business plan envisions the acquisition of agencies    
representing athletes now located in Europe, South America and Asia. In         
addition, Paragon must be able, to be successful, to itself attract additional  
athletes as clients of Paragon. Paragon estimates that, in general, it will     
require one of its employees to service the contracts of fifty players. As      
discussed under "Use of Proceeds" herein, Paragon intends to set aside $200,000 
of the proceeds of the offering hereby to recruit additional personnel. Paragon 
intends to begin spending such funds immediately upon the closing of this       
offering. Paragon is now servicing the contracts of fourteen soccer athletes and
intends to expand that client base within the next six-month period from the    
date of this offering.                                                          

      Currently, Paragon handles each of its fourteen players contracts by
retaining an attorney or a FIFA-qualified person to draft the necessary contract
extension renewals in order to comply with the regulations of FIFA. Paragon has 
commenced negotiations with counsel experienced in athlete representation       
matters; however, no formal agreement has been reached and no such contract has 
been executed. Paragon believes that its ability to negotiate a more favorable  
agreement with a full-time counsel knowledgeable in athlete representation      
matters is directly related to Paragon's ability to present itself as a         
publicly-traded company.                                                        

        Paragon Sports' business does not require the expenditure of funds for
capital improvements. The expansion of Paragon Sports' business, if successfully
implemented, would require the hiring of additional employees necessary to      
service the athletes' contracts. The soccer players presently under contract are
capable of being represented by Paragon Sports' present staff. Income is        
anticipated to be derived from such representation contracts, coupled with      
Paragon Sports' present liquidity, should be sufficient to permit Paragon Sports
to increase the number of its athletes being represented without causing        
financial strain.                                                               

   Although Paragon Sports does not anticipate liquidity and capital
resources to be a problem given its present size and scope of intended          
operations, the successful completion of the offering hereby will permit Paragon
Sports to become more aggressive in its quest for additional representation     
contracts. Funds would then be available for increased travel and entertainment,
for the opening of additional offices world-wide, and for the hiring of the     
additional staff required to service increased representation contracts.        

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  In the event the initial public offering hereby is unsuccessful,
Paragon will be dependent upon the income to be derived from the                
renewal/extension of its fourteen player contracts to undertake its business    
plan. Paragon believes that the receipt of the renewal/extension income it will 
receive, should be sufficient to fund its anticipated operations irrespective of
the success of the offering hereby. Paragon believes that, while its full       
business plan may take longer to complete without the proceeds of this offering,
it will have sufficient cash to modify its business plan to a slower pace.      

       Nine (9) of the twenty-two (22) player contracts purchased by Paragon
on May 31, 2001, from Continental Sports LLC have passed their respective       
expiration dates and have not been renewed. Paragon did not seek or obtain any  
adjustment in the purchase price for such contracts. The loss of such nine (9)  
clients will have a material adverse effect upon the plan of operations of      
Paragon because of the loss of revenue anticipated to be received from such nine
(9) contracts. Paragon anticipates that the one player who has signed a contract
with Paragon subsequent to May 31, 2001, as well as any additional players who  
might become clients of Paragon, will cumulatively result in income sufficient  
to offset the loss of revenue from the nine (9) expired contracts. However, no  
assurance may be given by Paragon that such revenue loss from the nine (9)      
expired contracts will, in fact, be offset by income to be derived from new     
clients.                                                                        

      Of the thirteen (13) remaining player contracts purchased on May 31,
2001, Paragon continues to be the agent for such thirteen (13) athletes and to  
be in active representation of such athletes. Paragon continues to represent    
such thirteen (13) athletes (as well as the one (1) athlete who became a client 
of Paragon subsequent to May 31, 2001) for yearly renewals of their respective  
contracts and for peripheral matters such as endorsements. Paragon intends to   
receive fees from each of such represented athletes at the time of the renewal  
of their respective club contracts. In most instances player contracts with a   
club are renewed or renegotiated on an annual basis in July and August.         
Paragon's negotiating activities for the fourteen (14) players now under        
contract have not yet resulted in revenues in addition to the $110,000 in player
contract revenue referenced in Note B to the financial statements included in   
this Prospectus. Paragon believes that its continued representation of such     
thirteen (13) athletes validates the accounts receivable and player contract    
amounts mentioned in Note B to the financial statements.                        

     Such belief is based upon the fact that the remaining thirteen (13)
players are playing at a higher level, the $110,000 in player contract revenue  
referenced in Note B represents a discounted amount of fifty (50%) percent of   
anticipated value, and the further belief that such thirteen (13) contracts,    
when renewed, will average substantially more than $10,000 each in income to    
Paragon.                                                                        

(1)      Business Strategy                                                      

         Paragon Sports' basic business strategy revolves around its belief that
the business of representing athletes is amenable to consolidation. The         
intention of Paragon Sports is to continue to concentrate upon the              
representation of soccer athletes and to attempt to accelerate its growth by:   

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    (a)  signing existing players under contract to new contracts with
their same teams at increased salary levels;        
    (b)  signing existing players under contract to new contracts with
different teams at increased salary levels;         
      (c)  effecting arrangements with other athlete representation firms,
            including the acquisition of such other firms or the working-out
of joint venture arrangements;                      
     (d)  effecting arrangements with firms specializing in representing
athletes other than soccer players;                 
        (e)  attempting to recruit and play a major role in the representation
            of female soccer athletes and to assist in the promotion of what
 management believes is a significant emerging market;
     (f)  expanding the soccer athlete representation business by hiring
             other player representatives who have demonstrated the ability to
             recruit soccer athletes in underdeveloped areas of the world; and
(g)  developing a soccer marketing and consulting business for
  corporate clients, including the more efficient use of
           advertising budgets tailored specifically to the soccer market.

  Management believes in the event Paragon is able to identify and
acquire agencies then Paragon will be able to achieve growth from the           
corresponding expansion of its representation capability as well as from the    
expansion of its activities with related, complimentary businesses. Such        
acquisitions would be consummated principally through the use of Paragon Sports 
authorized, unissued shares. Paragon has not identified any potential corporate 
acquisitions.                                                                   

Paragon Sport's business plan requires that it be in constant 
communication with agents capable of delivering additional athletes to be       
represented by Paragon Sports. Such negotiations are on-going. When and if such 
negotiations result in definitive agreements, is problematical. Paragon Sports  
cannot state with certainty that such negotiations will result in a transaction 
that is "probable of occurring."                                                

   The attaining by Paragon Sports of public company status will, in
management's opinion, facilitate this process. Obviously, management must       
demonstrate the ability to prevent the issuance of additional shares of its     
Common Stock being dilutive by attempting to realize revenue and income in      
excess of the dilutive effect of the issuance of additional shares of its Common
Stock. Also, to the extent that management is successful in acquiring           
representation agencies specializing in athletes other than soccer players, the 
business of Paragon Sports will not be subject to the possible economic         
fluctuations of a single sports activity. Management, in its acquisition        
program, intends to target representation agencies that are not only profitable,
but that are well-positioned in particular markets and potentially are capable  
of expanding Paragon Sports' own activities in such markets.                    

     Management believes that fragmentation in the sports representation
business will contribute to its ability to pursue effectively its acquisition   
strategy. In addition, management believes that many small firms may have       
reached the limit of their ability to grow due to their inability to have access
to additional capital, the costs and burden of increasingly stringent regulatory
compliance, more intensive competition, and management limitations. Management  
is confident that it will be able to offer the entities it may acquire the      
strategic direction, management and capital resources necessary to foster their 
growth, thereby affording the former owners the opportunity to realize the value
of their efforts and investments, while simultaneously enabling Paragon Sports  
to build a more diverse presence in the athlete representation field.           

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(2)      Capital Resources                                                      

      Paragon Sports is not engaged in a capital-intensive business. Costs
incurred by Paragon Sports are primarily related to wages, travel and business  
overhead normal to a service business. Management believes that its capital     
resources are adequate to cover its known costs and expenses, notwithstanding a 
decrease in its cash position in the amount of $48,065 for the three month      
period ended August 31, 2001. To date, operating activities have used $97,958 of
available capital, all of which has been derived from the sale of $200,000 of   
Common Stock. In the event Paragon Sports is successful in its expansion        
program, capital resources and liquidity will have to be enhanced. However,     
management would not be disposed to effect such acquisitions unless it believed 
that the cash flow of the acquiree business would ultimately offset the costs of
sustaining such acquisitions.                                                   

(3)      Results of Operations                                                  

        Paragon Sports is in the development stage and sustained a net loss of
$200,420 during the first quarter of its operations ended August 31, 2001. To   
date, only nominal amounts of revenue and other income have been earned and the 
net loss to date of $200,000 is attributable to expenses totaling $204,000. The 
aggregate expenses of $204,000 consist of $105,000 for the amortization of      
player contracts and deferred costs from employee compensation and consulting   
contracts and $99,000 for payroll and other general and administrative expenses.
Paragon Sports Group's ultimate success will depend on its ability to cultivate 
relationships and player representation contracts which it has purchased and its
ability to develop new representation contracts and implement its business      
strategy as discussed herein.                                                   

         It should be noted that the geographic concentration of Paragon Sports'
commission income is in the United Kingdom and Continental Europe. In such      
areas, the soccer season generally runs from August through the following May.  
Such seasonality, coupled with the impact of the typical soccer athlete contract
on revenue reporting and cash flow, means that Paragon Sports will (a) report   
approximately ninety (90%) percent of its commission income in the period June -
August of each year and (b) receive approximately fifteen (15%) percent of its  
cash in the first quarter of each year, forty-five (45%) percent of its cash in 
the second quarter, and the balance of forty (40%) percent of its cash in the   
second half of each year.                                                       

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 DESCRIPTION OF SECURITIES

General                                                                         

   We are authorized to issue up to twenty five million (25,000,000)
shares of common stock, $.01 par value per share, of which Three Million Six    
Hundred Thousand (3,600,000) shares are issued and outstanding. Our certificate 
of incorporation authorizes five million (5,000,000) shares of preferred stock, 
none of which are outstanding.                                                  

Common Stock                                                                    

         Subject to the rights of holders of preferred stock, if any, holders of
shares of our common stock are entitled to share equally on a per share basis in
such dividends as may be declared by our Board of Directors out of funds legally
available therefor. There are presently no plans to pay dividends with respect  
to the shares of our common stock. Upon our liquidation, dissolution or winding 
up, after payment of creditors and the holders of any of our senior securities, 
including preferred stock, if any, our assets will be divided pro rata on a per 
share basis among the holders of the shares of our common stock. The common     
stock is not subject to any liability for further assessments. There are no     
conversion or redemption privileges nor any sinking fund provisions with respect
to the common stock and the common stock is not subject to call. The holders of 
common stock do not have any pre-emptive or other subscription rights.          

     Holders of shares of common stock are entitled to cast one vote for
each share held at all stockholders' meetings for all purposes, including the   
election of directors. The common stock does not have cumulative voting rights. 

    All of the issued and outstanding shares of common stock are fully
paid, validly issued and non-assessable.                                        

Preferred Stock                                                                 

     None of the five million (5,000,000) preferred shares are currently
outstanding. Our Board of Directors has the authority, without further action by
the holders of the outstanding common stock, to issue shares of preferred stock 
from time to time in one or more classes or series, to fix the number of shares 
constituting any class or series and the stated value thereof, if different from
the par value, and to fix the terms of any such series or class, including      
dividend rights, dividend rates, conversion or exchange rights, voting rights,  
rights and terms of redemption (including sinking fund provisions), the         
redemption price and the liquidation preference of such class or series.        

Options                                                                         

As of December 8, 2001, we do not have any options issued and 
outstanding.                                                                    

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Delaware Anti-Takeover Law Provisions                                           

         As a Delaware corporation, we are subject to Section 203 of the General
Corporation Law. In general, Section 203 prevents an "interested stockholder"   
(defined generally as a person owing 15% or more of a Delaware corporation's    
outstanding voting stock) from engaging in a "business combination" (as defined)
with such Delaware corporation for three years following the date such person   
became an interested stockholder unless (i) before such person became an        
interested stockholder, the board of directors of the corporation approved the  
transaction in which the interested stockholder became an interested stockholder
or approved the business combination, (ii) upon consummation of the transaction 
that resulted in the interested stockholder's becoming an interested            
stockholder, the interested stockholder owned at least 85% of the voting stock  
of the corporation outstanding at the time the transaction commenced (excluding 
stock held by the directors who are also officers of the corporation and by     
certain employee stock plans), or (iii) following the transaction in which such 
person became an interested stockholder, the business combination is approved by
the board of directors of the corporation and authorized at a meeting of        
stockholders by the affirmative vote of the holders of two-thirds of the        
outstanding voting stock of the corporation not owned by the interested         
stockholder. Under Section 203, the restrictions described above also do not    
apply to certain business combinations proposed by an interested stockholder    
following the public announcement or notification of one of certain             
extraordinary transactions involving the corporation and a person who had not   
been an interested stockholder during the previous three years or who became an 
interested stockholder with the approval of the corporation's board of directors
and if such business combination is approved by a majority of the board members 
who were directors prior to any person becoming an interested stockholder. The  
provisions of Section 203 requiring a super-majority vote to approve certain    
corporate transactions could have the effect of discouraging, delaying or       
preventing hostile takeovers, including those that might result in the payment  
of a premium over market price or changes in control or management of Paragon   
Sports.                                                                         

Limitation on liability of directors                                            

      Our certificate of incorporation provides that a director of Paragon
Sports will not be personally liable to Paragon Sports or its stockholders for  
monetary damages for breach of the fiduciary duty of care as a director,        
including breaches which constitute gross negligence. By its terms and in       
accordance with the Delaware General Corporation Law, however, this provision   
does not eliminate or limit the liability of a director of Paragon Sports (i)   
for breach of the director's duty of loyalty to Paragon Sports or its           
stockholders, (ii) for acts or omissions not in good faith or which involve     
international misconduct or a knowing violation of law, (iii) under Section 174 
of the Delaware General Corporation Law, (relating to unlawful payments or      
dividends or unlawful stock repurchases or redemptions), (iv) for any improper  
benefit or (v) for breaches of a director's responsibilities under the Federal  
Securities laws.                                                                

Dividend policy                                                                 

        We have not paid any dividends on our common stock since our inception
and do not intend to pay dividends on our common stock in the foreseeable       
future. Any earnings which we may realize in the foreseeable future will be     
retained to finance the growth of Paragon Sports.                               

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Restricted Shares Eligible for future resale                                    

All of Paragon Sports Group's currently outstanding Shares are
"restricted securities" and, in the future, may be sold upon compliance with    
Rule 144. Adopted under the Securities Act, Rule 144 provides, in essence, that 
a person holding "restricted securities" for a period of one year may sell only 
an amount every three months equal to the greater of (a) one percent of Paragon 
Sports Group's issued and outstanding shares, or (b) the average weekly volume  
of sales during the four calendar weeks preceding the sale. The amount of       
"restricted securities" which a person who is not an affiliate of Paragon Sports
Group may sell is not so limited, since non-affiliates may sell without volume  
limitation their shares held for two years if there is adequate current public  
information available concerning the Paragon Sports Group. Upon the completion  
of this offering, and assuming that there is no exercise of any issued and      
outstanding warrants, Paragon Sports Group will have 4,000,000 Shares issued and
outstanding, of which 3,600,000 Shares are "restricted securities".             

Transfer agent and registrar                                                    

      The transfer agent and registrar for our common stock is Continental
Stock Transfer and Trust Company, Two Broadway, New York, New York 10004.       

Disclosure of commission position on indemnification for securities act         
liabilities                                                                     

      Our bylaws provide that we will indemnify our officers and directors
for costs and expenses incurred in connection with the defense of actions,      
suits, or proceedings against them on account of their being or having been     
directors or officers of Paragon Sports, absent a finding of negligence or      
misconduct in the performance of their duties.                                  

         Insofar as indemnification for liabilities arising under the Securities
Act, may be permitted to directors, officers or persons controlling Paragon     
Sports pursuant to the foregoing provisions, we have been informed that, in the 
opinion of the Securities and Exchange Commission, such indemnification is      
against public policy as expressed in the Securities Act and is unenforceable.  

PLAN OF DISTRIBUTION

Escrow of Offering Funds                                                        

        400,000 shares will be offered on a "best efforts, all-or-none" basis.
The shares are being offered on a "self-underwritten" basis by the officers and 
employees of Paragon. If 400,000 shares are not sold within 90 days from the    
date hereof, all monies received will be refunded to subscribers in full without
interest thereon. Each subscriber will receive from Paragon Sports Group        
confirmation of his subscription to purchase shares of common stock with        
instructions to forward their funds to The Chase Manhattan Bank, 770 Lexington  
Avenue, New York, NY 10021-8182. All proceeds raised in this offering will be   
deposited by noon of the next business day following receipt, in an escrow      
account maintained at The Chase Manhattan Bank. All subscriber checks will be   
made payable to "Continental Stock Transfer & Trust Company as escrow agent for 
Paragon Sports". During the period of escrow subscribers will not be entitled to
a refund of their subscription. If at the end of the offering period, 400,000   
shares have been sold, all funds in the escrow account will be released to      
Paragon Sports. Paragon previously had an agreement with Biofarm pursuant to    
which Biofarm was going to pay the expenses of the offering and assist Paragon  
in connection with the offering. The agreement with Biofarm has been amended and
Biofarm is no longer participating in any manner in the offering.               

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CERTAIN TRANSACTIONS

         After the incorporation of Paragon Sports on May 30, 2001, the Board of
Directors authorized the issuance of an aggregate of 3,600,000 shares of its    
authorized but unissued Common Stock. Of such 3,600,000 shares:                 

  a)   On June 1, 2001 pursuant to an employment agreement 800,000
            shares were issued to Shep Messing, Paragon's Chairman and Chief
             Executive Officer, in exchange for future services See "Executive
Compensation Employment Agreement";                 

        b)   Pursuant to a subscription agreement which was amended on October
   4, 2001, 800,000 shares were issued to Biofarm, Inc for
$50,000.00;                                         

        c)   On May 31, 2001, 800,000 shares were issued to Continental Sports
        Management LLC pursuant to an asset purchase agreement which
         provided for the purchase of certain accounts receivables and
         twenty two soccer player contracts. William Davis, Paragon's,
      former Chief Financial Officer is also the Chief Financial
            Officer of Continental Sports Management LLC. Continental Sports
        Management, Inc. is a wholly owned subsidiary of Continental
       Sports Management LLC. Continental Sports Management LLC is
             responsible for the obligations of Continental Sports Management,
        Inc. and the operation of the business of Continental Sports
Management LLC;                                     

      d)   300,000 shares were issued to Continental Capital Merchant Bank
          in exchange for $150,000. William Davis is the Chief Executive
             Officer of Continental Capital Advisors Inc. which is the manager
of Continental Capital Merchant Bank;               

     e)   On May 31, 2001, 800,000 shares were issued to WRA Consulting,
          Inc. in exchange for a consulting agreement requiring that WRA
        Consulting provide Paragon Sports with certain non-exclusive
            services relating to corporate finance, acquisitions and general
financial services;                                 

  f)   On December 20, 2001, Paragon entered into a representation
         agreement with Piotr Nowak, a player in the MLS in the United
          States. Paragon also has a consulting agreement with Mr. Nowak
      pursuant to which Mr. Nowak is Paragon's representative in
       Poland, Ukraine, Hungry, Czech Republic, Bulgaria and other
countries in Eastern Europe. In connection with the 
representation agreement Paragon will receive 10%   

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       g)   of Mr. Nowak's income as a player in the MLS. In connection with
             the consulting agreement, Paragon will pay Mr. Nowak a commission
           equal to 50% of all sums received by Paragon arising out of any
     matters conducted by Mr. Nowak in his territory. See "Our
Business - Representation of Soccer Athletes".      

 LEGAL MATTERS

         The validity of the common stock offered hereby will be passed upon for
Paragon Sports by Berlack, Israels & Liberman LLP, New York, New York.          

 EXPERTS

         Certain of the financial statements of Paragon Sports Group included in
these prospectuses and elsewhere in the registration statement, to the extent   
and for the periods indicated in their reports, have been audited by Asher &    
Company, Ltd., independent certified public accountants, whose reports thereon  
appear elsewhere herein and in the registration statement.                      

 AVAILABLE INFORMATION

We have filed with the Commission, Washington, D.C. 20549, a  
Registration Statement on Form SB-2 under the Securities Act with respect to our
common stock offered hereby. This prospectus does not contain all of the        
information set forth in the registration statement and the exhibits and        
schedules to the registration statement. For further information with respect to
Paragon Sports Group, Inc. and our common stock offered hereby, reference is    
made to the Registration Statement and the exhibits and schedules filed as a    
part of the Registration Statement. Statements contained in this prospectus     
concerning the contents of any contract or any other document are not           
necessarily complete; reference is made in each instance to copy of such        
contract or any other document filed as an exhibit to the registration          
statement. Each such statement is qualified in all respects by such reference to
such exhibit. After the offering, we will be subject to the informational       
requirements of the Securities Exchange Act of 1934, as amended and in          
accordance therewith will be required to file annual, quarterly and special     
reports, proxy statements and other information with the SEC. The registration  
statement, including exhibits and schedules thereto, may be inspected without   
charge at the Commission's principal office in Washington D.C., and copies of   
all or any part thereof may be obtained from the Public Reference Section of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549 after payment of fees
prescribed by the Commission. The Commission also maintains a World Wide Web    
site which provides online access to reports, proxy and information statements  
and other information regarding registrants that file electronically with the   
Commission at the address http://www.sec.gov. We intend to furnish holders of   
our common stock with annual reports containing financial statements audited by 
independent accountants beginning with the fiscal year ending December 31, 2001.

33

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       You should rely only on the information contained in this prospectus.
We have not, authorized any other person to provide your with different         
information. If anyone provides you with different or inconsistent information, 
you should not rely on it. We are not, making an offer to sell these securities 
in any jurisdiction where the offer or sale is not permitted. You should assume 
that the information appearing in this prospectus is accurate as of the date on 
the front cover of this prospectus only. Our business, financial condition,     
results of operations and prospects may have changed since that date.           

34

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Independent Auditors' Report

The Board of Directors                                                          
Paragon Sports Group, Inc.                                                      
(A Development Stage Company)                                             
Wilmington, Delaware                                                            

    We have audited the balance sheet of Paragon Sports Group, Inc. (A
Development Stage Company) as of May 31, 2001. This financial statement is the  
responsibility of the Company's management. Our responsibility is to express an 
opinion on this financial statement based on our audit.                         

        We conducted our audit in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan  
and perform the audit to obtain reasonable assurance about whether the balance  
sheet is free of material misstatement. An audit includes examining, on a test  
basis, evidence supporting the amounts and disclosures in the balance sheet. An 
audit also includes assessing the accounting principles used and significant    
estimates made by management, as well as evaluating the overall balance sheet   
presentation. We believe that our audit provides a reasonable basis for our     
opinion.                                                                        

         In our opinion, the balance sheet referred to above presents fairly, in
all material respects, the financial position of Paragon Sports Group, Inc. (A  
Development Stage Company) as of May 31, 2001 in conformity with accounting     
principles generally accepted in the United States of America.                  

                                                         ASHER & COMPANY, Ltd.

Philadelphia, Pennsylvania                                                      
September 12, 2001                                                              

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PARAGON SPORTS GROUP, INC.
 (A DEVELOPMENT STAGE COMPANY)
 BALANCE SHEET
MAY 31 AND AUGUST 31, 2001

                                                        [Enlarge/Download Table]

                                     ASSETS                                           

                                                              May 31       August 31  
                                                                          (Unaudited) 
                                                            -----------   ----------- 
                                                                                      
CURRENT ASSETS                                                                        
 Cash                                                       $   150,000   $   101,935 
 Commissions receivable, net                                    111,785       114,225 
 Prepaid expense                                                      -         2,850 
 Loan receivable, officer                                             -         2,684 
 Note receivable                                                 50,000             - 
                                                            -----------   ----------- 
Total current assets                                            311,785       221,694 

EQUIPMENT                                                                             
 Furniture and fixtures                                               -           407 

OTHER ASSETS                                                                          
 Player contracts                                               110,000        71,349 
                                                            -----------   ----------- 

 Total Assets                                               $   421,785   $   293,450 
                                                            ===========   =========== 

                      LIABILITIES AND STOCKHOLDERS' EQUITY                            

CURRENT LIABILITIES                                                                   
 Accrued payroll taxes                                      $         -   $     5,419 
                                                            -----------   ----------- 
 Total current liabilities                                            -         5,419 

COMMITMENTS                                                           -             - 

STOCKHOLDERS' EQUITY                                                                  
 Preferred stock, 5,000,000 shares authorized,                                        
 none issued and outstanding                                          -             - 
 Common stock, $0.01 par value; 25,000,000                                            
 shares authorized, 3,700,000 shares issued and                                       
 outstanding as of May 31, and 3,600,000 shares                                       
 issued and outstanding as of August 31                          37,000        36,000 
 Additional paid-in capital                                   1,234,785     1,185,785 
 Deficit accumulated during the development stage                     -      (200,420)
                                                            -----------   ----------- 
                                                              1,271,785     1,021,365 
Less:  Deferred compensation                                   (400,000)     (366,667)
          Note receivable                                       (50,000)            - 
          Deferred consulting service fees                     (400,000)     (366,667)
                                                            -----------   ----------- 
          Total Stockholders' equity                            421,785       288,031 
                                                            -----------   ----------- 

Total Liabilities and Stockholders' Equity                  $   421,785   $   293,450 
                                                            ===========   =========== 

The accompanying notes are an integral part of these financial statements.

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PARAGON SPORTS GROUP, INC.
 (A DEVELOPMENT STAGE COMPANY)
 STATEMENT OF OPERATIONS
THREE MONTHS ENDED AUGUST 31, 2001
 (Unaudited)

Revenue                                                                         
Performance fees                                           $    1,500         

Expenses                                                                        
Amortization of player contracts                               38,651         
Amortization of deferred compensation                          33,333         
Amortization of deferred consulting service fees               33,333         
General and administrative                                     29,408         
Payroll and payroll taxes                                      69,833         
                                                  ----------
                                                     204,558
                                                  ----------

Loss from operations                                          (203,058)         

Other income                                                                    
Foreign exchange gain                                           2,440         
Interest income                                                   198         
                                                  ----------
                                                       2,638
                                                  ----------

NET LOSS                                                    $ (200,420)         
                                                  ==========

Loss per share                                              $      .06          
                                                  ==========

The accompanying notes are an integral part of these financial statements.

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PARAGON SPORTS GROUP, INC.
 (A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
THREE MONTHS ENDED AUGUST 31, 2001
 (Unaudited)

                                                        [Enlarge/Download Table]

                                                                                                        Deficit                 
                                                                                           Deferred   Accumulated               
                                                    Additional                            Consulting   During the     Total     
                                          Common     Paid-In       Deferred      Note      Service    Development  Stockholders'
                                Shares     Stock     Capital     Compensation Receivable     Fees        Stage        Equity    
                              ----------  -------  -----------   ------------ ----------  ----------  -----------  -------------
                                                                                                                                
Balance, June 1, 2001         3,700,000   $37,000   $1,234,785    $(400,000)   $(50,000)  $(400,000)  $       -      $ 421,785  

Recission of note receivable   (100,000)   (1,000)     (49,000)           -      50,000           -           -              -  

Net loss for the period               -         -            -       33,333           -      33,333    (200,420)      (133,754) 
                              ----------  -------   ----------    ---------    --------   ---------   ---------      ---------  

Balance, August 31, 2001      3,600,000   $36,000   $1,185,785    $(366,667)   $      -   $(366,667)  $(200,420)     $ 288,031  
                              ==========  =======   ==========    =========    ========   =========   =========      =========  

The accompanying notes are an integral part of these financial statements.

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PARAGON SPORTS GROUP, INC.
 (A DEVELOPMENT STAGE COMPANY)
 STATEMENT OF CASH FLOWS
THREE MONTHS ENDED AUGUST 31, 2001
 AND FROM INCEPTION TO AUGUST 31
 (Unaudited)

                             Three
                                                  Months           Inception
                                              Ended               to
                                                August 31,         August 31
                                                 ----------        -----------
OPERATING ACTIVITIES                                                            
Net loss                                          $(200,420)        $ (200,420) 
Adjustments to reconcile net loss to cash                                     
utilized by operating activities:                                             
      Amortization                                105,317            105,317
       Foreign exchange gain                        (2,440)            (2,440)
Changes in:                                                     
  Prepaid expense                                   (2,850)            (2,850)
  Loan receivable, officer                          (2,684)            (2,684)
 Accrued payroll taxes                              5,419              5,419
                                                ---------         ----------

Net cash utilized by operating activities           (97,658)           (97,658) 

INVESTING ACTIVITIES                                                            
 Purchase of furniture and fixtures                   (407)              (407)
                                                ---------         ----------

 Net cash utilized by investing activities            (407)              (407)

FINANCING ACTIVITIES                                                            
Payment of notes receivable                         50,000             50,000 
Issuance of common stock                                 -            150,000 
                                                ---------         ----------

Net cash provided by financing activities           50,000            200,000 
                                                ---------         ----------

INCREASE (DECREASE) IN CASH                         (48,065)           101,935  

Cash, beginning of period                           150,000                  -  
                                                ---------         ----------

Cash, end of period                               $ 101,935         $  101,935  
                                                =========         ==========

The accompanying notes are an integral part of these financial statements.

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PARAGON SPORTS GROUP, INC.
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO FINANCIAL STATEMENTS
MAY 31 AND AUGUST 31 (UNAUDITED), 2001

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                             

Organization                                                          

    Paragon Sports Group, Inc. (A Development Stage Company) (the Company) was
   incorporated in the State of Delaware on May 30, 2001 to operate a sports
management organization in international soccer. The Company is in its
    development stage. The Company will provide an array of services to soccer
athletes, soccer clubs, and their sponsors throughout the world. The  
  Company will concentrate its activities on soccer athlete representation
    both internationally and domestically. The Company will represent, advise,
and counsel soccer athletes in contract negotiations with professional
soccer clubs and in business affairs related to the players' status as
 professional athletes, including endorsement and promotional contracts.

   Additionally, the Company will represent professional soccer clubs in the
    negotiation of transfer contracts. Transfer contracts involve the sale and
acquisition of soccer athletes between professional soccer clubs. The 
     Company also plans to sponsor matches between professional soccer clubs and
represent corporations sponsoring such events. Television revenue will
propel most of the income generated from such matches.                

Estimates                                                             

The preparation of financial statements in conformity with accounting 
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported 
   amounts of assets and liabilities and disclosure of contingent assets and
   liabilities at the date of the financial statements. Actual results could
differ from those estimates.                                          

Foreign operations                                                    

   The Company expects to generate a significant portion of its revenue from
operations outside the United States. All of the Company's foreign    
 operations are subject to certain risks inherent in conducting business
     abroad, including price and currency exchange controls, fluctuations in the
relative values of currencies, political instability and restricted   
  governmental actions. Changes in the relative values of currencies occur
from time to time and may, in certain instances, materially affect the
Company's results of operations. The effect of these risks remains    
    difficult to predict. The Company does not currently provide any hedges on
its foreign currency exposure.                                        

Concentration of credit risk                                          

  The Company maintains its cash in bank deposit accounts which, at times,
  may exceed federally insured limits. The Company has not experienced any
losses in such accounts. The Company believes it is not exposed to any
significant credit risk on cash and cash equivalents.                 

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PARAGON SPORTS GROUP, INC.
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO FINANCIAL STATEMENTS
MAY 31 AND AUGUST 31 (UNAUDITED), 2001

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)                 

Revenue recognition                                                   

     Revenue from talent representation arises primarily from percentage fees or
   commissions received for the negotiation of professional soccer contracts
  and marketing endorsements. The Company recognizes revenue in the period
  when the service is rendered and the fee is determinable. Commissions on
    incentives are recognized by the Company when the incentive is achieved by
   the athlete. Revenue and commissions on incentives are recognized only in
instances where collectibility is reasonably assured.                 

Deferred compensation                                                 

   At the time of incorporation, the Company issued 800,000 shares of common
stock to an officer. As a result of this stock issuance, $400,000 was 
    reflected as deferred compensation. The deferred compensation is amortized
over the related three-year employment contract.                      

Loss per share                                                        

     The Company utilizes SFAS No. 128, "Earnings Per Share" to compute the loss
    per share. Loss per share is computed by dividing net loss by the weighted
average number of common shares outstanding for the period.           

NOTE B - ASSET PURCHASE AGREEMENT                                               

    Pursuant to the asset purchase agreement, dated May 31, 2001, the Company,
in exchange for an aggregate of 800,000 shares of its common stock,   
  purchased (a) commissions receivable having a face value of $223,570 and
     (b) 22 player contracts valued for purposes of the acquisition agreement at
     $220,000. The Company determined that such receivables and player contracts
    be reflected at 50% of their stated value. Any subsequent changes in value
   will be reflected in the Company's future income statements. Accordingly,
   the receivables were recorded on the books of the Company at $111,785 and
the player contracts at $110,000. The value assigned to the player    
 contracts is amortized over the remaining term of the player contracts.

NOTE C - NOTE RECEIVABLE                                                        

On May 31, 2001, Eurodisc, Ltd., a Bahamian corporation, issued to the
    Company a promissory note in the principal amount of $100,000. The Company
  agreed to issue to Eurodisc, Ltd. 200,000 shares of the Company's Common
  Stock. On August 31, 2001, Eurodisc, Ltd. paid $50,000 to the Company in
partial satisfaction of the $100,000 promissory note and surrendered  
 100,000 of the 200,000 shares to the Company. The Company and Eurodisc,
Ltd. agreed on October 4, 2001, to the cancellation of the remaining  
    portion of the promissory note of $50,000 and to the fact that the 100,000
 shares paid for would not be registered by the Company for public sale.

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PARAGON SPORTS GROUP, INC.
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO FINANCIAL STATEMENTS
MAY 31 AND AUGUST 31 (UNAUDITED), 2001

NOTE D - STOCKHOLDERS' EQUITY                                                   

Stockholders' equity was established at May 31, 2001 as follows:      

                                                        [Enlarge/Download Table]

                                                                                                    Deferred               
                                       Price                   Additional                          Consulting    Total     
                                        Per           Common     Paid-In    Deferred      Note       Service  Stockholders'
                                       Share  Shares   Stock     Capital  Compensation  Receivable    Fees      Equity     
                                       -----  ------  -------  ---------- ------------  ---------- ---------- -------------
                                                                                                                           
Issuance of common stock to officer    $.50   800,000 $ 8,000  $  392,000   $400,000                                       

Issuance of common stock in accordance                                                                                     
  with asset purchase agreement         .28   800,000   8,000     213,785      -                                $221,785   

Issuance of common stock in exchange                                                                                       
  for note receivable                   .50   200,000   2,000      98,000      -         $50,000                  50,000   

Issuance of common stock to Biofarm,                                                                                       
  Inc.                                   -    800,000   8,000      (8,000)     -           -                       -       

Issuance of common stock to WRA                                                                                            
  Consulting, Inc.                      .50   800,000   8,000     392,000      -           -         $400,000      -       

Issuance of common stock to Continental                                                                                    
  Capital Merchants Bank for cash       .50   300,000   3,000     147,000      -           -            -        150,000   
                                            --------- -------  ----------   --------     -------     --------   --------   

  Balance, May 31, 2001                     3,700,000 $37,000  $1,234,785   $400,000     $50,000     $400,000   $421,785   
                                            ========= =======  ==========   ========     =======     ========   ========   


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PARAGON SPORTS GROUP, INC.
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO FINANCIAL STATEMENTS
MAY 31 AND AUGUST 31 (UNAUDITED), 2001

NOTE E - AGREEMENT WITH BIOFARM, INC.                                           

Pursuant to a Subscription Agreement dated May 31, 2001, Biofarm, Inc.
  (Biofarm) subscribed for an aggregate of 800,000 shares of the Company's
Common Stock for the purchase price of $8,000. The Company agreed to  
     register these 800,000 shares for public sale. The Company was then advised
     that the exemption for the issuance of the securities to Biofarm may not be
  available and that Biofarm may have a right of recission. Pursuant to an
     Amendment to such Subscription Agreement dated October 4, 2001, Biofarm and
 the Company agreed that (a) the purchase price for these 800,000 shares
  would be $50,000, and (b) none of the 800,000 shares would be registered
     for public sale. As of October 31, 2001, the $50,000 was paid by Biofarm to
  the Company. On November 19, 2001, Biofarm waived any right of recission
that it may have. However, Paragon may have potential liability under 
Section 12(a)(1) of the Securities Act of 1933 in the event it is     
determined that there was a violation of federal securities law in    
connection with the sale of those securities to Biofarm.              

NOTE F - WRA CONSULTING AGREEMENT                                               

    On May 31, 2001 the Company entered into a three year consulting agreement
     with WRA Consulting, Inc. to provide the Company with certain non-exclusive
    services relating to corporate finance, acquisitions and general financial
services in exchange for 800,000 shares of the Company's common stock,
   which were valued at $.50 per share. This deferred consulting service fee
is amortized over the related three-year term.                        

NOTE G - LOSS PER SHARE                                                         

The calculations of basic earnings per share under SFAS No. 128 are   
detailed as follows:                                                  

Net loss                              $(200,420)    
                                  ==========

Shares outstanding from                             
June 1 to August 31                  3,600,000  
                                  ==========

Loss purchase                         $      .06    
                                  ==========

     The loss per share for the three months ended August 31, 2001 is calculated
on the basis of 3.6 million shares issued and outstanding. These 3.6  
    million shares are arrived at after the cancellation, effective October 4,
     2001, of 100,000 shares of common stock in connection with the cancellation
  of the balance of $50,000 remaining unpaid on the original $100,000 note
receivable from Eurodisc, Ltd.                                        

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PARAGON SPORTS GROUP, INC.
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO FINANCIAL STATEMENTS
MAY 31 AND AUGUST 31 (UNAUDITED), 2001

NOTE H - COMMITMENTS                                                            

Employment Agreement                                                  

     On June 1, 2001, the Company entered into a three year Employment Agreement
   with an officer of the Company. Under the Agreement, the Company will pay
the following base salary:                                            

Year Ended May, 31,                       Amount    
------------------                        ------    

  2002                                $200,000
  2003                                 225,000
  2004                                 250,000
                                      --------
                                      $675,000
                                      ========
Stock option plan                                                     

     On June 1, 2001, the Company adopted the 2001 Stock Option Plan under which
   the Company may grant a maximum of 250,000 incentive stock options and/or
nonqualified stock options to purchase common stock to directors,     
  employees, officers, agents, consultants, and independent contractors of
the Company. No options have been granted pursuant to the Plan.       

Consulting agreement                                                  

     On June 1, 2001, Paragon Sports entered into a consulting agreement whereby
an individual was appointed as a representative of Paragon Sports in  
     Eastern Europe, as defined in the agreement. For players introduced by this
    individual to Paragon Sports within the defined area, a commission will be
paid equal to 50% of all amounts received pursuant to these players.  

On August 16, 2001, Paragon Sports entered into a consulting agreement
whereby an individual was appointed as a world-wide representative of 
Paragon Sports. For players introduced by this individual to Paragon  
Sports, a commission will be paid equal to 50% of all amounts received
pursuant to these players.                                            

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PARAGON SPORTS GROUP, INC.
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO FINANCIAL STATEMENTS
MAY 31 AND AUGUST 31 (UNAUDITED), 2001

NOTE I - SUBSEQUENT EVENT                                                       

Subsequent to August 31, 2001, nine of the twenty-two player contracts
purchased by the Company on May 31, 2001, have passed their respective
  expiration dates and have not been renewed. Management believes that the
recorded amounts (see Note B) of $110,000 for the twenty-two contracts
continue to be recoverable not-withstanding the loss of nine of the   
    twenty-two contracts. Management's belief is predicated upon the fact that
   the remaining thirteen contracts are with players now playing at a higher
level of competition, resulting in an ability to negotiate for higher 
    salaries. Thus, the remaining thirteen contracts when renewed will average
   more than $10,000 each in income to the Company. In addition, the Company
     has also signed a contract with one new player in addition to the remaining
    thirteen contracts. The new contract (Piotr Nowak) expires on December 20,
   2003, and entitles the Company to a fee equal to 10% of salary and 20% of
endorsements.                                                         

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                                                        [Enlarge/Download Table]
                                                                                                                     
-----------------------------------------------------------  --------------------------------------------------------

                                                                                Paragon Sports Group, Inc.           
         You should rely only on the information contained                                                           
in this document.  We have not authorized anyone to                                  400,000 shares of               
provide you with information that is different. This                                   common stock                  
document may only be used  where it is legal to sell these                                                           
securities. The information in this document may only be                                                             
accurate on the date of this document.                                                                               

         Additional risks and uncertainties not presently                                                            
known or that are currently deemed immaterial may also                                                               
impair our business operations. The risks and                                          _______________               
uncertainties described in this document and other risks                                                             
and uncertainties which we may face in the future will                                   PROSPECTUS                  
have a greater impact on those who purchase our common                                 _______________               
stock.  These  purchasers will purchase our common stock at                                                          
the market price or at a privately negotiated price and                                                              
will run the risk of losing their entire investment.                                                                 
                                                                                       January 14, 2002              

-----------------------------------------------------------  --------------------------------------------------------

II-1

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
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Filed on:		2/8/02
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		12/31/01		35
		12/20/01		34
		12/8/01		17		31
		11/19/01		7		45
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		6/1/01		14		46
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