10QSB 1 jaguar10_q.txt FORM 10QSB UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2002 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________________ to _________________ For Quarter Ended June 30, 2002 Commission File Number 0-25753 ------------- ------- JAGUAR INVESTMENTS, INC. ------------------------ (Exact name of Registrant as specified in its charter) Nevada 87-0449667 ------------------------------- ------------------------------------ (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 545 8th Avenue, Suite 401, New York, New York 10018 ----------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (212) 841-0916 Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities and Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Class Outstanding as of August 16, 2002 Common Stock 15,210,000 ------------- ------------ JAGUAR INVESTMENTS, INC. FORM 10-QSB QUARTERLY REPORT June 30, 2002 TABLE OF CONTENTS PART I - FINANCIAL INFORMATION Item 1. Financial Statements..............................................3 Item 2. Management's Discussion and Analysis or Plan of Operations........3 PART II - OTHER INFORMATION Item 1. Legal Proceedings.................................................6 Item 2. Changes in Securities.............................................6 Item 3. Defaults Upon Senior Securities...................................6 Item 4. Submission of Matters to a Vote of Security Holders...............6 Item 5. Other Information.................................................6 Item 6. Exhibits and Reports on Form 8-K..................................6 SIGNATURES...................................................................7 2 PART I. FINANCIAL INFORMATION Item 1. Financial Statements The financial statements are included following the signature page, beginning at F-1. See Index to the Financial Statements. Item 2. Management's Discussion and Analysis or Plan of Operations The following discussion and analysis or plan of operations provides information which management believes is relevant to an assessment and understanding of the Company's results of operations and financial condition. This discussion should be read in conjunction with the financial statements and notes thereto appearing elsewhere herein. Statements in this Form 10-QSB as well as statements made in press releases and oral statements that may be made by the Company or by officers, directors or employees of the Company acting on its behalf that are not statements of historical or current fact constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other unknown factors that could cause the actual results of the Company to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements. In addition to statements that explicitly describe such risks and certainties, readers are urged to consider statements labeled with the terms "believes," "belief," "expects," "intends, "anticipates" or "plans" to be uncertain and forward-looking. The forward-looking statements contained herein are also subject generally to other risks and uncertainties that are described from time to time in the Company's report and registration statements filed with the Securities and Exchange Commission. Overview Since its inception, the Company, as a development stage company, historically operated with minimal assets or capital and with no significant operations or income until it acquired 100% of the issued and outstanding shares of common stock of Premier Sports Media and Entertainment Group, Inc., a New York corporation ("Premier"), on December 19, 2001. Notwithstanding the acquisition of Premier, the Company has continued to operate with no significant income. This is due, in part, to Premier's limited operating history and the problems, expenses and difficulties frequently encountered by new businesses in general and the sports, media and entertainment businesses in particular. Accordingly, the Company does not believe that comparisons between the results of operations for the current period with prior periods would be meaningful. Plan of Operations During the next 12 months, the Company will actively seek out and investigate possible additional business opportunities with the intent to build on Premier's operations and/or acquire or merge with one or more business ventures. Until a successful business combination 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 2001 Employee Stock Compensation Plan (the "Plan"). In accordance with the provisions of the Plan, the Company has issued to date 2,300,000 shares of its common stock to consultants to the Company for future services to be 3 rendered. Further, the Company's sole director and president will defer any compensation until such time as the Company's resources permit and will strive to have the any new business opportunities provide his remuneration. However, the Company sole director and president is eligible to receive grants under the Company's Plan and may accept such a grant on account of past services. If the Company engages outside advisors or consultants in its search for further 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 development activities during the next 12 months. In March 2002, the Company entered into a Memorandum of Understanding with First Responder, Inc. ("Responder"), pursuant to which Responder agreed to merge with and into the Company subject to the execution of a definitive agreement between the parties. The Memorandum of Understanding contemplates the issuance of up to an aggregate of 4,615,385 shares of the Company's common stock upon the consummation of the merger. Based in New York and formed in January 2002, Responder's core businesses include developing, marketing and instituting a modular curriculum of professional and secular directed disaster awareness and response training seminars, assembling, marketing and distributing consumer disaster survival and response kits, and providing risk/threat assessment services. The Memorandum of Understanding is non-binding and 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. If the definitive agreement is executed, the Company contemplates reviewing all of its current operations and considering all of its strategic alternatives with respect to such operations, including the possible sale or discontinuance of some or all thereof. 4 Liquidity and Capital Resources The Company has incurred losses to date. The Company's accumulated deficit at June 30, 2002 was 3,266,305 of which approximately $2,585,000 is attributable to the issuance of 2,300,000 shares of the Company's common stock in accordance with the Plan. Historically, the Company has relied on the private sale of equity and debt securities to finance its operations. The Company did not have any cash on hand or cash equivalents at June 30, 2001 and June 30, 2002. The Company is attempting to raise additional financing through the sale of equity securities and/or debt instruments. Any additional sales of equity securities is likely to have a dilutive effect upon existing shareholders and any debt instruments issued may contain restrictions on the Company's operations. If it is unable to raise additional financing, the Company may have to curtail or cease operations. 5 PART II. OTHER INFORMATION Item 1. Legal Proceedings ----------------- None Item 2. Changes in Securities --------------------- None Item 3. Defaults Under 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 99.1 Certification of Principal Executive and Financial Officer, dated August 16, 2002 (b) Reports on Form 8-K On May 15, 2002, it filed a Current Report on Form 8-K reporting an event under "Item 4. Changes in Registrant's Certifying Accountant." 6 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 10-QSB to be signed on its behalf by the undersigned thereunto duly authorized. JAGUAR INVESTMENTS, INC. By: /s/ GREGORY RICCA -------------------------------------- Name: Gregory Ricca Title: President and Chief Executive Officer DATE: August 16, 2002 7 INDEX TO FINANCIAL STATEMENTS Consolidated Balance Sheet as of June 30, 2002 and December 31, 2001 (unaudited)..................................................................F-1 Consolidated Statements of Operations for the six months ended June 30, 2002 and June 30, 2001 (unaudited)..................................F-2 Consolidated Statements of Operations for the three months ended June 30, 2002 and June 30, 2001 (unaudited)..................................F-3 Consolidated Statements of Cash Flows for the three months ended June 30, 2002 and June 30, 2001 (unaudited)..................................F-4 Notes to Consolidated Financial Statements...................................F-5 8

JAGUAR INVESTMENTS, INC. CONSOLIDATED BALANCE SHEETS (Unaudited) Assets June 30, December 31, 2002 2001 ------------ ------------ Current Assets: Prepaid expenses $ 593,042 $ 646 ------------ ------------ Total current assets 593,042 646 ------------ ------------ Property and Equipment, net of accumulated depreciation of $43,496 and $39,446, respectively 17,532 21,582 ------------ ------------ Other Assets; Goodwill 299,034 299,034 Investments 15,000 15,000 Security deposits 29,837 29,837 ------------ ------------ Total other assets 343,871 343,871 ------------ ------------ Total assets $ 954,445 $ 366,099 ============ ============ Liabilities and Stockholders' (Deficit) Current Liabilities: Notes payable $ 2,010,860 $ 1,914,183 Accounts payable and accrued expenses 2,209,890 2,125,066 ------------ ------------ Total current liabilities 4,220,750 4,039,249 ------------ ------------ Stockholders' (Deficit): Preferred stock, $.001 par value per share 1,000,000 shares authorized and $-0- issued and outstanding - - Common stock, $.001 par value per share 100,000,000 shares authorized and 14,710,000 and 12,410,000 shares issued and outstanding in 2002 and 2001, respectively 14,710 12,410 Additional paid-in capital in excess of par value 2,825,945 243,245 Deficit (6,106,960) (3,928,805) ------------ ------------ Total stockholders' (deficit) (3,266,305) (3,673,150) ------------ ------------ Total liabilities and stockholders' (deficit) $ 954,445 $ 366,099 ============ ============

See accompanying notes to financial statements. F-1

JAGUAR INVESTMENTS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS For the six months ended June 30, (Unaudited) 2002 2001 ------------ ------------ Revenue $ - $ - Cost of sales - - ------------ ------------ Gross profit - - Expenses: Selling, general and administrative 2,089,781 27,859 ------------ ------------ (Loss) before depreciation and interest expense (2,089,781) (27,859) Interest 84,324 Depreciation 4,050 - ------------ ------------ Net (loss) $ (2,178,155) $ (27,859) ============ ============ Net (loss) per share (basic and diluted) based upon 14,140,055 and -0- weighted average shares outstanding shares for June 30, 2002 and 2001, respectively $ (0.16) $ - ============ ============

See accompanying notes to financial statements. F-2

JAGUAR INVESTMENTS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS For the three months ended June 30, (Unaudited) 2002 2001 ------------ ------------ Revenue $ - $ - Cost of sales - - ------------ ------------ Gross profit - - Expenses: Selling, general and administrative 91,281 25,847 ------------ ------------ (Loss) before depreciation and interest expense (91,281) (25,847) Interest 42,334 - Depreciation 2,025 - ------------ ------------ Net (loss) $ (135,640) $ (25,847) ============ ============ Net (loss) per share (basic and diluted) based upon 14,140,055 and -0- weighted average shares outstanding shares for June 30, 2002 and 2001, respectively $ (0.01) $ - ============ ============

See accompanying notes to financial statements. F-3

JAGUAR INVESTMENTS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS For the six months ended June 30, (Unaudited) Cash Flows from Operating Activities: 2002 2001 ------------ ------------ Net (loss) $ (2,178,155) $ (27,859) Adjustments to Reconcile Net (Loss) to Cash (Used in) Operating Activities: Depreciation and amortization 4,050 - Changes in Assets and Liabilities: Inrease in prepaid expenses (592,396) - Increase in accounts payable and accrued expenses 96,677 25,749 ------------ ------------ Net cash (used in) operating activities (2,669,824) (2,110) ------------ ------------ Cash Flows from Financing Activities: Contribution of capital by shareholder - 2,110 Shares for services 2,585,000 - Increase in note payable 84,824 - ------------ ------------ Net cash provided by financing activities 2,669,824 2,110 ------------ ------------ Increase in cash - - Cash, beginning of period - - ------------ ------------ Cash, end of period $ - $ - ============ ============ Supplemental Disclosures: Income tax $ - $ - ============ ============ Interest paid $ - $ - ============ ============

See accompanying notes to financial statements. F-4 JAGUAR INVESTMENTS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30, 2002 Note 1 - Basis of Presentation: ------------------------------- The financial information included herein is unaudited; however, such information reflects all adjustments (consisting solely of normal recurring adjustments), which are, in the opinion of management, necessary for a fair statement of results for the interim periods. The results of operations for the six and three month period ended June 30, 2002 are not necessarily indicative of the results to be expected for the full year. Note 2 - Principles of Consolidation: ------------------------------------- The consolidated financial statements include the accounts of Jaguar Investments, Inc. and its wholly owned subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation. Note 3 - Stockholders' (Deficit): --------------------------------- During the quarter ended June 30, 2002, the Company issued 500,000 shares of stock for consulting services to be provided until June 2004. The value of this transaction was $605,000 based upon the fair market value of the Company's common stock at the issue date. Note 4 - Other Event: --------------------- On March 25, 2002, the Company entered into a Memorandum of Understanding with First Responder, Inc. ("Responder"), pursuant to which Responder agreed to merge with and into the Company subject to the execution of a definitive agreement between the parties. The Memorandum of Understanding contemplates the issuance of up to an aggregate of 4,615,385 shares of the Company's common stock upon the consummation of the merger. Based in New York, Responder was incorporated in January 2002. Its core businesses include developing, marketing and instituting a modular curriculum of professional and secular directed disaster awareness and response training seminars, assembling, marketing and distributing consumer disaster survival and response kits, and providing risk/threat assessment services. F-5 JAGUAR INVESTMENTS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30, 2002 Note 4 - Other Event (Continued): --------------------------------- Although the Memorandum of Understanding with Responder is non-binding, both parties have agreed to negotiate in good faith with the view to executing a definitive agreement as soon as practicable. It is expected that the definitive agreement will contain various conditions to closing of the transaction, which is expected to occur on or before September 30, 2002. Note 5 - Subsequent Event: -------------------------- On July 1, 2002, the Company agreed to extend its consulting agreement as described in Note 3 for an additional eighteen months to December 2005. As consideration for the extension, the Company issued an additional 500,000 shares having a fair market value of $662,500. F-6