10QSB 1 jag-qnov.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 September 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 November 8, 2001, the registrant had 11,410,000 shares of Common Stock outstanding. JAGUAR INVESTMENTS, INC. FORM 10-QSB For the Quarter Ended September 30, 2001 Index Page Number PART I FINANCIAL INFORMATION Item 1 Balance Sheets at September 30, 2001 and December 31, 2000 (unaudited for September 30, 2001 period) ...................... 3 Statements of Operations for the three months ended September 30, 2001 and 2000, the nine months ended September 30, 2001 and 2000 and from inception through September 30, 2001 (unaudited) ................................. 4 Statements of Stockholders' Equity (Deficit) from inception to September 30, 2001 (unaudited) .............................. 5 Statements of Cash Flows for the nine months ended September 30, 2001 and 2000 and from inception through September 30, 2001 (unaudited) ................................. 7 Notes to Financial Statements .................................. 8 Item 2 Management's Discussion and Analysis or Plan of Operation ...... 9 PART II Item 1 Legal Proceedings .............................................. 11 Item 2 Changes in Securities .......................................... 11 Item 3 Defaults Upon Senior Securities ................................ 11 Item 4 Submission of Matters to a Vote of Security Holders ............ 11 Item 5 Other Information .............................................. 11 Item 6 Exhibits and Reports on Form 8 - K ............................. 11

JAGUAR INVESTMENTS, INC. (A Development Stage Company) Balance Sheets ASSETS ------ September 30, December 31, 2001 2000 ------------- ------------ (Unaudited) CURRENT ASSETS Cash $ -- $ -- -------- -------- Total Current Assets -- -- -------- -------- TOTAL ASSETS $ -- $ -- ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) ---------------------------------------------- CURRENT LIABILITIES Accounts payable $ 25,562 $ 900 -------- -------- Total Current Liabilities 25,562 900 -------- -------- TOTAL LIABILITIES 25,562 900 -------- -------- 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 17,645 13,537 Deficit accumulated during the development stage (54,517) (25,747) -------- -------- Total Stockholders Equity (Deficit) (25,562) (900) -------- -------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ -- $ -- ======== ========

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

JAGUAR INVESTMENTS, INC. (A Development Stage Company) Statements of Operations (Unaudited) From For the For the Inception on Three Months Ended Nine Months Ended October 28, September 30, September 30, 1987 Through ---------------------------- ---------------------------- September 30 2001 2000 2001 2000 2001 ------------ ------------ ------------ ------------ ------------ REVENUES $ -- $ -- $ -- $ -- $ -- EXPENSES 911 1,400 28,770 1,400 54,517 ------------ ------------ ------------ ------------ ------------ NET LOSS $ (911) $ (1,400) $ (28,770) $ (1,400) $ (54,517) ============ ============ ============ ============ ============ BASIC NET LOSS PER SHARE $ (0.00) $ (0.00) $ (0.00) $ (0.00) ============ ============ ============ ============ WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 11,310,000 1,310,000 11,310,000 1,310,000 ============ ============ ============ ============

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

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) --------- --------- --------- ---------

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

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) -- -- 4,108 -- Net loss for the nine months ended September 30, 2001 (unaudited) -- -- -- (29,290) ----------- ----------- ----------- ----------- Balance, September 30, 2001 (unaudited) 11,310,000 $ 11,310 $ 17,645 $ (55,037) =========== =========== =========== ===========

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

JAGUAR INVESTMENTS, INC. (A Development Stage Company) Statements of Cash Flows (Unaudited) From Inception on For the Nine Months Ended October 28 September 30, 1987 Through ------------------------- September 30, 2001 2000 2001 -------- -------- ------------- CASH FLOWS FROM OPERATING ACTIVITIES Net loss $(29,290) $ (1,400) $(55,037) Adjustments to reconcile net loss to net cash used by operating activities: Stock issued for services -- -- 270 Changes in operating assets and liabilities: Increase in accounts payable 24,662 -- 25,562 -------- -------- -------- Net Cash Used by Operating Activities (4,628) (1,400) (29,205) -------- -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES -- -- -- -------- -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES Contribution of capital by shareholder 4,628 1,400 15,305 Issuance of common stock for cash -- -- 13,900 -------- -------- -------- Net Cash Provided by Financing Activities 4,628 1,400 29,205 -------- -------- -------- 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

7 The accompanying notes are an integral part of these financial statements. JAGUAR INVESTMENTS, INC. (A Development Stage Company) Notes to Financial Statements September 30, 2001 NOTE 1 - CONDENSED FINANCIAL STATEMENTS The accompanying financial statements have been prepared without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at September 30, 2001 and 2000 and for all periods presented have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's December 31, 2000 audited financial statements. The results of operations for the periods ended September 30, 2001 and 2000 are not necessarily indicative of the operating results for the full year. 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. In September 2001, the Company entered into an agreement to acquire an operating company. See Note 3. NOTE 3 - AGREEMENT AND PLAN OF SHARE EXCHANGE Pursuant to an Agreement and Plan of Share Exchange, dated as of September 24, 2001, the Company has agreed to acquire all of the issued and outstanding capital stock of Premier Sports Media and Entertainment Group, Inc., a New York corporation ("Premier"), from the shareholders thereof in exchange for an aggregate of 1,000,000 shares of the Company's common stock. Premier is a privately owned sports and media company that commenced operations in 2001. The closing of the transaction is subject to various conditions and was scheduled to occur on or before September 9, 2001, but the parties have agreed to extend the closing date until November 16, 2001. No assurance can be given that the conditions precedent to the closing will be fulfilled or that the closing will be effected on or before such date, if at all. NOTE 4 - SUBSEQUENT EVENT In October, 2001, the Company issued 100,000 shares of its common stock to various unaffiliated parties in settlement of a dispute regarding services rendered by such parties to the Company. 8 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, the Company has entered into an Agreement and Plan of Share Exchange, dated as of September 24, 2001, pursuant to which it has agreed to acquire 100% of the issued and outstanding shares of Premier Sports Media and Entertainment Group, Inc. ("Premier") in exchange for 1,000,000 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 closing of the acquisition is subject to the fulfillment of various conditions and was scheduled to occur on or before November 9, 2001 but the parties have extended such date until November 16, 2001. There can be no assurance that the conditions precedent to closing will be fulfilled or that the closing will be effected on or before such date, if at all. If the acquisition of Premier is not consummated, there can be no assurance that 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 September 30, 2001 and November 8, 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. 9 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 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. Pursuant to an Agreement and Plan of Share Exchange, dated as of September 24, 2001, the Company has agreed to acquire all of the issued and outstanding capital stock of Premier Sports Media and Entertainment Group, Inc., a New York corporation ("Premier") from the shareholders thereof in exchange for an aggregate of 1,000,000 shares of the Company's common stock. Premier is a privately owned sports and media company that commenced operations in 2001. The closing of the transaction is subject to various conditions and was scheduled to occur on or before September 9, 2001, but the parties have agreed to extend the closing date until November 16, 2001. No assurance can be given that the conditions precedent to the closing will be fulfilled or that the closing will be effected on or before such date, if at all. The Company expects that all of its costs and expenses in connection with the Premier transaction will be borne by Premier, the shareholders thereof and/or management of the Company. 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. 10 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 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 November 12, 2001 By: /s/ IAN RICE ------------------------------------- Ian Rice President and Chief Executive Officer 11