10KSB/A 1 doc1.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- FORM 10-KSB/A [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the fiscal year ended DECEMBER 31, 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 (I.R.S. EMPLOYER OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 10400 GRIFFIN ROAD, #101 FORT LAUDERDALE, FLORIDA 33328 ------------------------------------------------------- ----- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (954) 680-6608 --------------- SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE ----- SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: COMMON STOCK ------------- (TITLE OF CLASS) 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 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 [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-KSB. State issuer's revenue for its most recent fiscal year: $0. State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which stock was sold, or the average bid and asked prices of such stock, as of a specified date within the past 60 days. (See definition of affiliate in Rule 12b-2 of the Exchange Act: $16,525,303 as of March 31, 2003. ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS Not applicable. APPLICABLE ONLY TO CORPORATE REGISTRANTS State the number of shares outstanding of each of the issuer's classes of common stock equity, as of March 31, 2003: 24,911,448 shares of common stock, par value $.001 per share (the "Common Stock"). Transitional Small Business Disclosure Format (check one): Yes [ ] No [x] DOCUMENTS INCORPORATED BY REFERENCE: None PART III -------- ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth information available to the Company, as of April 15, 2003, with respect to the beneficial ownership of the outstanding shares of the Company's Common Stock by (i) any holder of more than five percent (5%) of the outstanding shares; (ii) the Company's officers and directors; and (iii) the Company's officers and directors as a group:

Name and Address of Shares of Percentage of Common --------------------------- -------------------- ------------------------ Beneficial Owner (1): Common Stock Owned: Stock Owned (2): --------------------------- -------------------- ------------------------ Richard Hersh 4,291,629 (3) 14.7% (3) 13704 NW 23rd Court Sunrise, FL 33323 R&M Capital Partners Inc. 3,850,000 15.5% 545 8th Avenue, Suite 401 New York NY 10018 Michael Garnick 2,500,000 10.0% 1590 Stockton Rd. Meadowbrook, PA 19046 Michael Darden 798,195 (4) 3.1% (4) 811 Eagle Crossing Dr. Lawrenceville, GA 30044 Douglas F. Gass 532,130 2.1% 10400 Griffin Rd. Suite 101 Fort Lauderdale, FL 33328 All officers and directors 5,621,954 (3)(4) 18.7% (3)(4) as a group (three persons) (1) Beneficial ownership as reported in the table above has been determined in accordance with Instruction (1) to Item 403 (b) of Regulation S-B of the Securities Exchange Act. (2) Percentages are approximate and are calculated based upon 24,911,448 shares of common stock ("Shares") issued and outstanding. (3) All of Mr. Hersh's Shares underlie vested common stock options and such underlying Shares have been included in the calculation of the ownership percentages for Mr. Hersh and for the officers and directors as a group. Further, Mr. Hersh owns 87,000 shares of the Company's Series Y Preferred Stock with 200 votes per share that have the right to vote with the common shareholders in all matters and are convertible into 231,477 Shares at Mr. Hersh's option. (4) All of Mr. Darden's Shares underlie vested stock common options and such underlying Shares have been included in the calculation of the ownership percentages for Mr. Darden and for the officers and directors as a group.

SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: April , 2003 --- JAGUAR INVESTMENTS, INC. By: /s/ Richard Hersh ----------------- Name: Richard Hersh Title: Chairman and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated. SIGNATURE TITLES DATE --------- ------ ---- /s/ Richard Hersh Chairman, CEO April , 2003 ----------------- and Director --- Richard Hersh /s/ Douglas Gass Director April , 2003 ----------------- --- Douglas Gass