8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of the
Securities Act of 1934

Date of Report (Date of earliest event reported): February 14, 2006

Paragon Real Estate Equity and Investment Trust

(Exact name of registrant as specified in its charter)

Maryland
(State or other jurisdiction
of incorporation) 0-25074
(Commission
File Number) 39-6594066
(I.R.S. Employer
Identification Number)

1240 Huron Road, Cleveland, Ohio 44115
(Address of principal executive offices including zip code)

(216) 430-2700
(Registrant’s telephone number, including area code)

     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:

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

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

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

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

TABLE OF CONTENTS

	Item 8.01 Other Events.
	Item 9.01 Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EX-99.1 Press Release

Item 8.01 Other Events.

     As previously disclosed on the Current Report on Form 8-K dated January 25, 2006, Paragon Real Estate Equity and Investment Trust (“Paragon”) was advised by the American Stock Exchange (“Amex”) that Amex had decided to delist Paragon’s common shares. On February 14, 2005, Paragon’s common shares began being quoted on the over-the-counter bulletin board, or OTCBB, under the new symbol “PRGL.OB”.

     Also on February 14, 2006, Paragon and Veard & Lowe Investments, Inc., on behalf of the various partnerships under its control, agreed to modify the Purchase Agreement, dated September 26, 2005, among Paragon and the various partnerships (the “Purchase Agreement”), to extend the due diligence review period until March 31, 2006 and the closing date until April 30, 2006.

     On February 15, 2006, Paragon issued a press release announcing the new trading symbol and modification of the purchase agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits
99.1 Press Release dated February 15, 2006

2

SIGNATURES

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

Date: February 15, 2006	Paragon Real Estate Equity and Investment Trust
	By:	/s/ James C. Mastandrea
		James C. Mastandrea
		Chairman, Chief Executive Officer and President

3

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release dated February 15, 2006

4

EX-99.1

Exhibit 99.1

For Information Contact:
John J. Dee
Sr. Vice President and CFO
(216) 430-2700
jdee@prgreit.com

FOR IMMEDIATE RELEASE

Paragon Receives Stock Exchange Notice to Suspend Trading of its Shares and Announces Contract
Extension

Cleveland, Ohio, February 15, 2006 – Paragon Real Estate Equity and Investment Trust (OTC: PRGL.OB) announced that it has been de-listed from the American Stock Exchange (AMEX). The company’s common shares are now listed on the OTC.BB trading under the new ticker “PRGL.OB”.

Paragon Real estate Equity and Investment Trust also announced the extension of the due diligence period from February 15, 2006 until March 31, 2006 under the terms of the contract to purchase the portfolio of the ten apartment communities located in Texas and Ohio, consisting of 1,468 units.

As previously disclosed, Paragon was advised by the AMEX that the company was not in compliance with the requirements of the exchange. Paragon explored various ways to maintain its listing, including identifying potential acquisitions and a secondary offering. On October 24, 2005, Paragon filed a registration statement to raise $100 million in public equity, part to be used to acquire ten apartment communities in Texas and Ohio, and seed its value added growth plan. Paragon had engaged an investment advisor and was encouraged about the prospects to complete a public offering. Subsequently, Paragon’s investment advisor informed the company that market conditions made it impractical to continue with the proposed offering. Paragon, did not sell any of its shares and withdrew the Registration Statement.

Paragon continues to explore all of its financing options to execute its business plan, including the purchase of the apartment communities portfolio under contract.

Forward-Looking Statements
Certain matters discussed within this press release may be deemed to be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Although Paragon Real Estate Equity and Investment Trust believes the expectations reflected in such forward-looking statements are based on reasonable assumptions, it can give no assurance that it will be able to maintain its American Stock Exchange listing or that its planned

Exhibit 99.1
Page 2

implementation of a national real estate acquisition, development and re-development strategy will be completed in whole or in part. Factors that could cause actual results to differ materially from Paragon’s expectations include changes in local or national economic or real estate conditions, the ability to meet competition, loss of existing key personnel, ability to hire and retain future personnel and other risks detailed from time to time in Paragon’s SEC reports and filings, including its annual report on Form 10-K, quarterly reports on Form 10-Q and periodic reports on Form 8-K. Paragon assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events.

###