10QSB 1 jag-q.txt FORM 10QSB SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB (MARK ONE) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2001 Or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to _________ COMMISSION FILE NUMBER: 0-25753 JAGUAR INVESTMENTS, INC. (Exact name of Small Business Issuer as Specified in its Charter) NEVADA 87-0449667 (State or Other Jurisdiction (IRS Employer of Incorporation or Organization) Identification No.) 7025 E. First Avenue, Suite 5, Scottsdale, AZ 85251 (Address of Principal Executive Offices) Registrant's Telephone Number. Including Area Code (480) 945-2232 Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of The Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] State the number of shares outstanding of each of the issuer's classes of common equity as of the latest practicable date: As of August 17, 2001 the registrant had 11,310,000 shares of Common Stock outstanding. JAGUAR INVESTMENTS, INC. FORM 10-QSB For the Quarter Ended June 30, 2001 Index Page Number PART I FINANCIAL INFORMATION Item 1 Balance Sheets at June 30, 2001 and December 31, 2000 3 (unaudited for June 30, 2001 period) Statements of Operations for the three months ended June 30, 2001 and 2000, the six months ended June 30, 2001 and June 30, 2000 and from inception through June 30, 2001 (unaudited) 4 Statements of Stockholders' Equity (Deficit) from inception to June 30, 2001 (unaudited) 5 Statements of Cash Flows for the six months ended June 30, 2001 and 2000 and from inception through June 30, 2001 (unaudited) 7 Notes to Unaudited Financial Statements 8 Item 2 Management's Discussion and Analysis or Plan of Operation 11 PART II Item 1 Legal Proceedings 12 Item 2 Changes in Securities 12 Item 3 Defaults Upon Senior Securities 12 Item 4 Submission of Matters to a Vote of Security Holders 12 Item 5 Other Information 13 Item 6 Exhibits and Reports on Form 8 - K 13 The accompanying notes are an integral part of these financial statements. 2

JAGUAR INVESTMENTS, INC. (A Development Stage Company) Balance Sheets ASSETS ------ June 30, December 31, 2001 2000 -------------- -------------- (Unaudited) CURRENT ASSETS Cash $ - $ - -------------- -------------- Total Current Assets - - -------------- -------------- TOTAL ASSETS $ - $ - ============== ============== LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) ---------------------------------------------- CURRENT LIABILITIES Accounts payable $ 26,649 $ 900 -------------- -------------- Total Current Liabilities 26,649 900 -------------- -------------- TOTAL LIABILITIES 26,649 900 -------------- -------------- STOCKHOLDERS' EQUITY (DEFICIT) Preferred stock, 1,000,000 shares authorized, no shares issued or outstanding - - Common stock: 100,000,000 shares authorized of $0.001 par value, 11,310,000 shares issued and outstanding 11,310 11,310 Additional paid-in capital 15,647 13,537 Deficit accumulated during the development stage (53,606) (25,747) -------------- -------------- Total Stockholders Equity (Deficit) (26,649) (900) -------------- -------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ - $ - ============== ==============

The accompanying notes are an integral part of these financial statements. 3

JAGUAR INVESTMENTS, INC. (A Development Stage Company) Statements of Operations (Unaudited) From For the For the Inception on Three Months Ended Six Months Ended October 28, June 30, June 30, 1987 Through --------------------------- --------------------------- June 30, 2001 2000 2001 2000 2001 ------------ ------------ ------------ ------------ ------------ REVENUES $ - $ - $ - $ - $ - EXPENSES 25,847 - 27,859 - 53,606 ------------ ------------ ------------ ------------ ------------ NET LOSS $ (25,847) $ - $ (27,859) $ - $ (53,606) ============ ============ ============ ============ ============ BASIC NET LOSS PER SHARE $ (0.00) $ (0.00) $ (0.00) $ (0.00) ============ ============ ============ ============ The accompanying notes are an integral part of these financial statements.

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JAGUAR INVESTMENTS, INC. (A Development Stage Company) Statements of Stockholders' Equity (Deficit) Deficit Accumulated Common Stock Additional During the ---------------------------------- Paid-In Development Shares Amount Capital -Stage -------------- -------------- -------------- -------------- At inception on October 28, 1987 - $ - $ - $ - Common stock issued for cash, July 29, 1988, $0.003 per share 300,000 300 600 - Common stock issued for cash, February 10, 1989, $0.003 per share 420,000 420 840 - Common stock issued to Directors for services, July 27, 1990, $0.003 per share 2,000 2 4 - Common stock issued for cash, March 15, 1991, $0.003 per share 350,000 350 700 - Common stock issued to Directors for services, July 26, 1991, $0.003 per share 2,500 2 5 - Common stock issued for cash, May 8, 1992, $0.003 per share 230,000 230 460 - Common stock issued for services, July 17, 1992, $0.003 per share 3,500 4 7 - Common stock issued to Directors for services, July 16, 1993, $0.003 per share 2,000 2 4 - Net loss for the cumulative period October 28, 1987 through December 31, 1996 - - - (1,180) -------------- -------------- -------------- -------------- Balance, December 31, 1996 1,310,000 1,310 2,620 (1,180) Net loss for the year ended December 31, 1997 - - - (85) -------------- -------------- -------------- -------------- Balance, December 31, 1997 1,310,000 $ 1,310 $ 2,620 $ (1,265) -------------- -------------- -------------- --------------

The accompanying notes are an integral part of these financial statements. 5

JAGUAR INVESTMENTS, INC. (A Development Stage Company) Statements of Stockholders' Equity (Deficit) (Continued) Deficit Accumulated Common Stock Additional During the ---------------------------------- Paid-In Development Shares Amount Capital Stage -------------- -------------- -------------- -------------- Balance, December 31, 1997 1,310,000 $ 1,310 $ 2,620 $ (1,265) Common stock issued for services, October 23, 1998, $0.003 per share 80,000 80 160 - Net loss for the year ended December 31, 1998 - - - (365) -------------- -------------- -------------- -------------- Balance, December 31, 1998 1,390,000 1,390 2,780 (1,630) Contributed capital - - 8,477 - Cancellation of shares (80,000) (80) 80 - Net loss for the year ended December 31, 1999 - - - (11,769) -------------- -------------- -------------- -------------- Balance, December 31, 1999 1,310,000 1,310 11,337 (13,399) Common stock issued for cash, December 14, 2000, $0.001 per share 10,000,000 10,000 - - Contributed capital - - 2,200 - Net loss for the year ended December 31, 2000 - - - (12,348) -------------- -------------- -------------- -------------- Balance, December 31, 2000 11,310,000 11,310 13,537 (25,747) Contributed capital (unaudited) - - 2,110 - Net loss for the six months ended June 30, 2001 (unaudited) - - - (27,859) -------------- -------------- -------------- -------------- Balance, June 30, 2001 (unaudited) 11,310,000 $ 11,310 $ 15,647 $ (53,606) ============== ============== ============== ==============

The accompanying notes are an integral part of these financial statements. 6

JAGUAR INVESTMENTS, INC. (A Development Stage Company) Statements of Cash Flows (Unaudited) From Inception on For the Six Months Ended October 28, June 30, 1987 Through ---------------------------------- June 30, 2001 2000 2001 -------------- -------------- -------------- CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (27,859) $ - $ (53,606) Adjustments to reconcile net loss to net cash used by operating activities: Stock issued for services - - 270 Changes in operating assets and liabilities: Increase (decrease) in accounts payable 25,749 - 26,649 -------------- -------------- -------------- Net Cash Used by Operating Activities (2,110) - (26,687) -------------- -------------- -------------- CASH FLOWS FROM INVESTING ACTIVITIES - - - -------------- -------------- -------------- CASH FLOWS FROM FINANCING ACTIVITIES Contribution of capital by shareholder 2,110 - 12,787 Issuance of common stock for cash - - 13,900 -------------- -------------- -------------- Net Cash Provided by Financing Activities 2,110 - 26,687 -------------- -------------- -------------- NET INCREASE (DECREASE) IN CASH - - - CASH AT BEGINNING OF PERIOD - 48 - -------------- -------------- -------------- CASH AT END OF PERIOD $ - $ 48 $ - ============== ============== ============== CASH PAID FOR: Interest $ - $ - $ - Income taxes $ - $ - $ - NON-CASH FINANCING ACTIVITIES Common stock issued for services $ - $ - $ 270

The accompanying notes are an integral part of these financial statements. 7 JAGUAR INVESTMENTS, INC. (A Development Stage Company) Notes to the Financial Statements June 30, 2001 and December 31, 2000 NOTE 1 - ORGANIZATION AND HISTORY The Company was incorporated on October 28, 1987 under the laws of the State of Nevada. The Company currently has no operations and is considered a development stage company which is seeking a merger or acquisition by an operating company. Shareholders contributed $2,110 to the Company during the six months ended June 30, 2001 to pay for operating expenses. a. Accounting Method The Company's financial statements are prepared using the accrual method of accounting. The Company has elected a calendar year end. b. Cash and Cash Equivalents Cash equivalents include short-term, highly liquid investments with maturities of three months or less at the time of acquisition. c. Basic Loss Per Share For the Six Months Ended June 30, 2001 ------------------------------------------------------------ Loss Shares Per Share (Numerator) (Denominator) Amount ----------- ------------- --------- $ (27,859) 11,310,000 $ (0.00) ================= ================ ================= For the Six Months Ended June 30, 2000 ------------------------------------------------------------ Loss Shares Per Share (Numerator) (Denominator) Amount ----------- ------------- --------- $ (0.00) 11,310,000 $ (0.00) ================= ================ ================= The computations of basic loss per share of common stock are based on the weighted average number of shares outstanding during the period of the financial statements. 8 JAGUAR INVESTMENTS, INC. (A Development Stage Company) Notes to the Financial Statements June 30, 2001 and December 31, 2000 NOTE 1 - ORGANIZATION AND HISTORY (Continued) d. Provision for Taxes At December 31, 2000, the Company had net operating loss carryforwards of approximately $25,000 that may be offset against future taxable income through 2020. No tax benefits has been reported in the financial statements, because the potential tax benefits of the net operating loss carry forwards are offset by a valuation allowance of the same amount. e. Estimates The preparation of financial statements in conformity with generally accepted accounting principles 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 and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. f. Revenue Recognition The Company currently has no source of revenues. Revenue recognition policies will be determined when principal operations begin. g. Unaudited Financial Statements The accompanying unaudited financial statements include all of the adjustments which, in the opinion of management, are necessary for a fair presentation. Such adjustments are of a normal recurring nature. NOTE 2 - GOING CONCERN The Company's financial statements are prepared using generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company does not have significant cash or other material assets, nor does it have an established source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern. It is the intent of the Company to raise additional capital and seek business opportunities that will generate a profit. Until that time, shareholders of the Company have committed to meeting its minimal operating needs. 9 JAGUAR INVESTMENTS, INC. (A Development Stage Company) Notes to the Financial Statements June 30, 2001 and December 31, 2000 NOTE 3 - RELATED PARTY TRANSACTIONS Contributed Capital ------------------- A prior officer and shareholder contributed $2,200 and $8,477 as cash to the Company to pay its operating expenses in 2000 and 1999, respectively. Canceled Shares --------------- Officers of the Company returned 80,000 shares of its common stock for cancellation in 1999. NOTE 4 - LETTER OF INTENT On May 24, 2001, the Company entered into a non-binding letter of intent to acquire 100% of the outstanding shares of Premier Sports Media and Entertainment Group, Inc. in exchange for shares of the Company's common stock. The letter of intent, as extended, will expire on September 1, 2001. 10 ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION The Company has been inactive since its inception. Accordingly, management believes that comparison between the results of operations for the current period and prior periods would not be meaningful. Plan of Operation During the next 12 months, the Company will actively seek out and investigate possible business opportunities with the intent to acquire or merge with one or more business ventures. Because the Company lacks funds, it may be necessary for the Company's sole director and officers to either advance funds to the Company or to accrue expenses until such time as a successful business consolidation can be effected. Management intends to hold expenses to a minimum and to obtain services on a contingency basis when possible. The Company may also issue options, warrants or shares of its common stock to consultants who perform services for the Company pursuant to the Company's recently adopted 2001 Employee Stock Compensation Plan. Further, the Company's sole director will defer any compensation until such time as an acquisition or merger can be effected and will strive to have the business opportunity provide his remuneration. However, if the Company engages outside advisors or consultants in its search for business opportunities, it may be necessary for the Company to attempt to raise additional funds. As of the date hereof, the Company has not made any arrangements or definitive agreements to use outside advisors or consultants or to raise any capital. If the company does need to raise capital, most likely the only method available to the Company would be the private sale of its securities. Because of the nature of the Company as a development stage company, it is unlikely that it could make a public sale of its securities or be able to borrow any significant sum from either a commercial or private lender. There can be no assurance that the company will be able to obtain additional funding when and if needed, or that such funding, if available, can be obtained on terms acceptable to the Company. The Company does not intend to hire any employees, with the possible exception of part-time clerical assistance on an as-needed basis. Outside advisors or consultants will be used only if they can be obtained for minimal cost or on a deferred payment basis or are willing to accept options, warrants or shares of the Company's common stock as payment. Management is confident that it will be able to operate in this manner and to continue its search for business opportunities during the next 12 months. In furtherance of the Company's Plan of Operation, on May 24, 2001, the Company entered into a non-binding Letter of Intent to acquire100% of the issued and outstanding shares of Premier Sports Media and Entertainment Group, Inc. "Premier") in exchange for shares of the company's common stock. Based in New York, Premier is a privately owned sports media and entertainment company that commenced operations in 2001. The Letter of Intent was due to expire on august 1, 2001, was extended until August 17, 2001 and has been extended again until September 1, 2001. There can be no assurance that a definitive agreement will be executed or, even if executed, that the conditions precedent to closing will be fulfilled, nor can there be any assurance that if the acquisition of Premier is not consummated, the Company will be able to identify any other suitable acquisition candidate, investment or opportunity, or consummate any other transaction in furtherance of its Plan of Operations. Liquidity And Capital Resources As of June 30, 2001 and August 17, 2001, the Company had no liquid assets. The Company has no commitments for any capital expenditure and foresees none. However, the Company will incur routine fees and expenses incident to its reporting duties as a public company, and it will incur fees and expenses if it makes or attempts to make an acquisition. The Company expects no significant operating costs other than professional fees payable to attorneys and accountants. The Company does not anticipate that funding will be necessary in order to complete a proposed business combination, except possibly for fees and costs of the Company's professional advisers. Accordingly, there are no plans to raise capital to finance any business combination, nor does management believe that 11 any combination candidate will expect cash from the Company. The Company hopes to require the candidate companies to deposit with the Company an advance that the Company can use to defray professional fees and costs and travel, lodging and other due diligence costs of management. Otherwise, management would have to advance such costs out of their own pockets, and there is no assurance that they will advance such costs. Other routine expenses, such as making required filings with the SEC and related expenses will inevitably be incurred. In order to pay these, the Company will be forced to borrow money or prevail upon existing shareholders to provide additional capital, whether as a loan or investment, to the Company. It is by no means certain that existing shareholders will want or be financially able to do so. There are no plans to sell additional securities of the Company to raise capital. The Company's failure for any reason to timely file reports required under the Securities Exchange Act of 1934, as amended, could subject it to fines and penalties and make it less desirable to a potential combination candidate. None of these sources of funds is assured and, if no funds can be raised, the Company may be effectively unable to pursue its business plan. The Company's shareholders and management members who advance money to the Company to cover operating expenses will expect to be reimbursed by the company acquired, prior to or simultaneously with the completion of a combination. The Company has no intention of borrowing money to pay any officer, director or shareholder of the Company or their affiliates. Forward Looking Statements This Form 10-QSB and other reports filed by the Company from time to time with the Securities and Exchange Commission (collectively the "Filings") contain or may contain forward looking statements and information that are based upon beliefs of, and information currently available to, the Company's management as well as estimates and assumptions made by the Company's management. When used in the filings the words "anticipate", "believe", "estimate", "expect", "future", "intend", "plan" and similar expressions as they relate to the Company or the Company's management identify forward looking statements. Such statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties and assumptions relating to the Company's operations and results of operations and any businesses that may be acquired by the Company. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, intended or planned. PART II OTHER INFORMATION Item 1 Legal Proceedings None Item 2 Changes in Securities None Item 3 Defaults Upon Senior Securities None Item 4 Submission of Matters to a Vote of Security Holders None 12 Item 5 Other Information None Item 6 Exhibits and Reports on Form 8-K (a) Exhibits None (b) Reports on Form 8-K None SIGNATURES In accordance with 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 JAGUAR INVESTMENTS, INC. Date: August 17, 2001 By: /s/ IAN RICE -------------------------------- Ian Rice President and Chief Executive Officer 13