UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) ~~September~~January 1319, ~~2004~~2005

PARAGON FINANCIAL CORPORATION

(Exact name of Registrant as specified in charter)

Delaware

000-27437

94-3227733

(State or other jurisdiction

of incorporation)

(Commission File No.)

(IRS Employer

Identification Number)

5000 Sawgrass Village Circle, Ponte Vedra Beach, Florida		32082
2207 Sawgrass Village Drive, Ponte Vedra Beach, Florida		32082
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (904) 285-0000

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~FORWARD~~ITEM ~~LOOKING~~2.01 ~~AND~~COMPLETION ~~CAUTIONARY~~OF ~~STATEMENTS~~ACQUISITION OR DISPOSITION OF ASSETS.

WeOn ~~believe~~January ~~that~~19, it2005, iswe ~~important~~completed tothe ~~communicate~~acquisition ~~our~~of ~~expectations~~First toCharleston ~~our~~Mortgage, ~~investors. Accordingly~~LLC, ~~this~~a privately ~~report~~held ~~contains~~South ~~discussions~~Carolina oflimited ~~events~~liability orcompany ~~results~~(“FCM”), ~~that~~pursuant ~~have~~to ~~not~~the ~~yet~~terms ~~occurred~~and orconditions ~~been~~of ~~realized.~~a ~~Except~~Member ~~for~~Purchase ~~the~~Agreement ~~historical~~dated ~~information~~January ~~and~~19, ~~discussions~~2005 ~~contained~~(the ~~herein~~“Purchase Agreement”) among us, ~~statements~~FCM ~~contained~~and inall ~~this~~of ~~Form~~the ~~8-K~~members ~~may~~of ~~constitute~~FCM. ~~“forward~~Pursuant ~~looking~~to ~~statements”~~the ~~within~~Purchase ~~the~~Agreement, ~~meaning~~we acquired all of the ~~Private~~members’ ~~Securities~~interests ~~Litigation~~of ~~Reform~~FCM ~~Act~~for of4,285,714 ~~1995.~~shares ~~Statements~~of ~~that~~our ~~are~~common ~~predictive~~stock, invalued ~~nature~~at $214,286 ~~that~~based ~~depend~~ upon orthe ~~refer~~closing toprice ~~future~~of ~~events~~$0.05 oron ~~conditions~~January 19, or2005. ~~that~~The ~~include~~actual ~~words~~value ~~such~~of ~~as,~~FCM is subject to ~~“expects,”~~earnout ~~“anticipates,”~~and ~~“intends,”~~minimum ~~“plans,”~~future ~~“believes,”~~earnings ~~“estimates,”~~provisions ~~and~~as ~~similar~~specified ~~expressions~~in ~~are~~the ~~forward~~Purchase ~~looking~~Agreement. ~~statements~~All members also entered into non-competition agreements with us.

~~You~~The ~~should~~description ~~read~~contained ~~forward-looking~~in ~~statements~~this ~~carefully~~Item ~~because~~2.01 ~~they discuss our future expectations, contain projections~~ of ~~our~~the ~~future~~transactions ~~results of~~contemplated ~~operations~~by orthe ofPurchase ~~our~~Agreement ~~financial~~is ~~position,~~qualified ~~or state other expectations of future performance. There may be events~~ in ~~the~~its ~~future~~entirety ~~that~~by wereference ~~are not able accurately~~ to ~~predict~~the orfull ~~control.~~text ~~Any cautionary language in this report provides examples~~ of ~~risks,~~ ~~uncertainties and events that may cause our actual results to differ from~~ the Purchase ~~expectations~~Agreement, wewhich ~~express~~is inattached ~~our~~as ~~forward-looking~~Exhibit ~~statements~~2.1 ~~You~~to ~~should be aware that the occurrence of certain of the events described in~~ this ~~report~~Current ~~could~~Report ~~adversely affect~~on ~~our~~Form ~~business,~~8-K ~~results~~and ofis ~~operations~~incorporated ~~and~~herein ~~financial~~by ~~position~~reference.

~~These forward~~A ~~looking~~copy ~~statements~~of ~~are~~the ~~based~~press onrelease ~~information~~announcing ~~available to us on~~ the ~~date~~acquisition ~~hereof,~~is ~~and~~attached weas ~~assume~~Exhibit ~~no obligation to update any such forward looking statement~~99.1 ~~It is important~~ to ~~note~~this ~~that~~Current ~~our~~Report ~~actual~~on ~~results~~Form ~~and~~8-K timing of certain events could differ materially from those in such forward looking statements due to a number of factors, including but not limited to, the ability to raise capital necessary to sustain operations and ~~implement~~is ~~the~~incorporated ~~business~~herein ~~plan,~~by ~~the~~reference. ~~ability~~The ~~to obtain additional~~press ~~regulatory~~release ~~permits~~should ~~and~~be ~~approvals~~read ~~to operate~~ in ~~the~~conjunction ~~financial~~with ~~services area,~~ the ~~ability~~note toregarding ~~identify~~forward-looking ~~and complete acquisitions and successfully integrate acquired businesses~~statements, ~~if any, the ability to implement the company’s business plan, changes in the real estate market, interest rates or the general economy of the markets in~~ which ~~the~~is ~~company~~included ~~operates, the ability to employ and retain qualified management and employees, changes~~ in ~~government regulations that are applicable to our businesses,~~ the ~~general~~text ~~volatility~~ of the ~~capital~~press ~~markets~~release and the establishment of a market for the company’s shares, changes in the demand for the company’s services, our ability to meet our projections, the degree and nature of competitors, the ability to generate sufficient cash to pay creditors, and disruption in the economic and financial conditions primarily from the impact of past terrorist attacks in the United States, threats of future attacks, police and military activities overseas and other disruptive worldwide political events.

~~Section~~ITEM 89.01 -FINANCIAL ~~Other~~STATEMENTS ~~Events~~AND EXHIBITS

(a) Financial Statements of Businesses Acquired. As permitted by Item 9.01(a)(4) of Form 8-K, the Registrant will, if required, file the financial statements required by Item 9.01(a)(1) ~~Other~~of ~~Events~~Form 8-K pursuant to an amendment to this Current Report on Form 8-K within seventy one (71) calendar days after the date hereof.

On(b) ~~September~~Pro ~~13,~~Forma ~~2004, Paragon~~ Financial ~~Corporation~~Information. ~~(the~~As ~~“Company”)~~permitted ~~announced~~by ~~that~~Item it9.01(b)(2) ~~has signed a letter~~ of ~~intent~~Form ~~to acquire First Charleston Mortgage~~8-K, ~~LLC.~~the ~~The~~Registrant ~~transaction~~will, ~~expected~~if ~~to close within 30 days~~required, ~~will~~file ~~provide~~ the ~~Company~~pro ~~with~~forma afinancial ~~local~~information required ~~operating~~by ~~presence~~Item ~~in several markets in and around the Charleston, South Carolina area~~9.01(b)(1) ~~This~~of isForm ~~the~~8-K ~~first~~pursuant ofto aan ~~number~~amendment ofto ~~similar~~this ~~planned announcements~~Current ~~the~~Report ~~Company~~on ~~expects~~Form to8-K ~~make~~within inseventy ~~its~~one ~~pursuit~~(71) ofcalendar ~~its~~days ~~renewed~~after ~~acquisition~~the ~~strategy~~date hereof.

~~Section~~(c) ~~9 - Financial Statements and~~ Exhibits

~~Item 9~~2.011 Stock Purchase Agreement dated as of January 19, 2005 among Paragon Financial ~~Statements~~Corporation, First Charleston Mortgage, LLC and ~~Exhibits~~the members of First Charleston Mortgage, LLC.

~~(c)~~99.1 ~~Exhibits~~First Charleston Mortgage, LLC Press Release dated as of January 19, 2005.

99.1 Press Release, dated September 13, 2004, issued by Paragon Financial Corporation.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~registrant~~Company has duly caused this report to be signed on its behalf by the undersigned, ~~hereunto~~ thereunto duly authorized.

	PARAGON FINANCIAL CORPORATION
Dated: September 13, 2004	By:	/s/ George Deehan
		George Deehan,
		Chief Executive Officer


PARAGON FINANCIAL CORPORATION

By:		/s/ Paul K. Danner
		Paul K. Danner
		Chairman and Chief Executive Officer

~~EXHIBIT~~Date: ~~INDEX~~January 26, 2005

Exhibit No.		Description
99.1		Press Release, Dated September 13, 2004, issued by Paragon Financial Corporation

Filing Compare · PARAGON FINANCIAL CORP