-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KVmTcXrfft8i+UnexksYfO9WO5N/mFZdt6Lnl+Z8sQqAg9dTMVZ07evPMUk3Sxt5 GrKjfJwNNmtkDBS+MrrGaw== 0001019056-02-000835.txt : 20021119 0001019056-02-000835.hdr.sgml : 20021119 20021119170516 ACCESSION NUMBER: 0001019056-02-000835 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020930 FILED AS OF DATE: 20021119 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JAGUAR INVESTMENTS INC CENTRAL INDEX KEY: 0001082733 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AMUSEMENT & RECREATION SERVICES [7900] IRS NUMBER: 870449667 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-25753 FILM NUMBER: 02833569 BUSINESS ADDRESS: STREET 1: 1037 EAST 3300 SOUTH #203 CITY: SALT LAKE CITY STATE: UT ZIP: 84106 BUSINESS PHONE: 8014676715 MAIL ADDRESS: STREET 1: 1037 EAST 3300 SOUTH #203 CITY: SALT LAKE CITY STATE: UT ZIP: 84106 10QSB 1 jag_10q.txt FORM 10-QSB 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 September 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 September 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 November 18, 2002 Common Stock 15,510,000 - ------------ ---------- JAGUAR INVESTMENTS, INC. FORM 10-QSB QUARTERLY REPORT September 30, 2002 TABLE OF CONTENTS PART I - FINANCIAL INFORMATION Item 1. Financial Statements............................................. 1 Item 2. Management's Discussion and Analysis or Plan of Operations....... 8 Item 3 Controls and Procedures.......................................... 10 PART II - OTHER INFORMATION 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 SIGNATURES................................................................. 11 i PART I. FINANCIAL INFORMATION Item 1. Financial Statements [INDEX TO FINANCIAL STATEMENTS] Consolidated Balance Sheet as of September 30, 2002 and December 31, 2001 (unaudited for September 30, 2002 period)........ 2 Consolidated Statements of Operations for the nine months ended September 30, 2002 and September 30, 2001 (unaudited).............. 3 Consolidated Statements of Operations for the three months ended September 30, 2002 and September 30, 2001 (unaudited).............. 4 Consolidated Statements of Cash Flows for the nine months ended September 30, 2002 and September 30, 2001 (unaudited).............. 5 Notes to Consolidated Financial Statements......................... 6 -1- JAGUAR INVESTMENTS, INC. CONSOLIDATED BALANCE SHEETS (Unaudited) Assets
September 30, December 31, 2002 2001 ----------- ----------- Current Assets: Prepaid expenses $ 1,175,776 $ 646 ----------- ----------- Total current assets 1,175,776 646 ----------- ----------- Property and Equipment, net of accumulated depreciation of $45,521 and $39,446, respectively 15,507 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 $ 1,535,154 $ 366,099 =========== =========== Liabilities and Stockholders' (Deficit) Current Liabilities: Notes payable $ 2,010,860 $ 1,914,183 Accounts payable and accrued expenses 2,263,424 2,125,066 ----------- ----------- Total current liabilities 4,274,284 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 15,510,000 and 12,410,000 shares issued and outstanding in 2002 and 2001, respectively 15,510 12,410 Additional paid-in capital in excess of par value 3,881,895 243,245 Deficit (6,636,535) (3,928,805) ----------- ----------- Total stockholders' (deficit) (2,739,130) (3,673,150) ----------- ----------- Total liabilities and stockholders' (deficit) $ 1,535,154 $ 366,099 =========== ===========
See accompanying notes to financial statements. -2- JAGUAR INVESTMENTS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS For the nine months ended September 30, (Unaudited)
2002 2001 ----------- ----------- Revenue $ -- $ -- Cost of sales -- -- ----------- ----------- Gross profit -- -- Expenses: Selling, general and administrative 2,574,997 28,770 ----------- ----------- (Loss) before depreciation and interest expense (2,574,997) (28,770) Interest 126,658 Depreciation 6,075 -- ----------- ----------- Net (loss) $(2,707,730) $ (28,770) =========== =========== Net (loss) per share (basic and diluted) based upon 14,575,441 and -0- weighted average shares outstanding shares for September 30, 2002 and 2001, respectively $ (0.19) $ -- =========== ===========
See accompanying notes to financial statements. -3- JAGUAR INVESTMENTS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS For the three months ended September 30, (Unaudited)
2002 2001 --------- --------- Revenue $ -- $ -- Cost of sales -- -- --------- --------- Gross profit -- -- Expenses: Selling, general and administrative 485,216 911 --------- --------- (Loss) before depreciation and interest expense (485,216) (911) Interest 42,334 -- Depreciation 2,025 -- --------- --------- Net (loss) $(529,575) $ (911) ========= ========= Net (loss) per share (basic and diluted) based upon 14,140,055 and -0- weighted average shares outstanding shares for September 30, 2002 and 2001, respectively $ (0.04) $ -- ========= =========
See accompanying notes to financial statements. -4- JAGUAR INVESTMENTS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS For the nine months ended September 30, (Unaudited)
2002 2001 ----------- ----------- Cash Flows from Operating Activities: Net (loss) $(2,707,730) $ (28,770) Adjustments to Reconcile Net (Loss) to Cash (Used in) Operating Activities: Depreciation and amortization 6,075 -- Changes in Assets and Liabilities: Inrease in prepaid expenses (1,175,130) -- Increase in accounts payable and accrued expenses 150,211 24,142 ----------- ----------- Net cash (used in) operating activities (3,726,574) (4,628) ----------- ----------- Cash Flows from Financing Activities: Contribution of capital by shareholder -- 4,628 Shares for services 3,641,750 -- Increase in note payable 84,824 -- ----------- ----------- Net cash provided by financing activities 3,726,574 4,628 ----------- ----------- Increase in cash -- -- Cash, beginning of period -- -- ----------- ----------- Cash, end of period $ -- $ -- =========== =========== Supplemental Disclosures: Income tax $ -- $ -- =========== =========== Interest paid $ -- $ -- =========== ===========
See accompanying notes to financial statements. -5- JAGUAR INVESTMENTS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS September 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 nine and three month periods ended September 30, 2002 and 2001 are not necessarily indicative of the operating 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 - 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 revenue 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, the principal shareholders of the Company have committed to meeting its minimal operating needs. Note 4 - Stockholders' (Deficit): - --------------------------------- During the quarter ended September 30, 2002, the Company issued 500,000 shares of stock in consideration for extending an existing consulting agreement by eighteen months to December 2005. The value of this transaction was $675,000 based upon the fair market value of the Company's common stock at the issue date. The Company also issued an additional 300,000 shares having a fair market value at the date of issue of $381,750. These shares were issued for past services rendered to the company by the Chief Executive and Financial Officer (30,000 shares) and a consultant (270,000 shares). -6- JAGUAR INVESTMENTS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS September 30, 2002 Note 5 - 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. 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 July 1, 2002. Note 6 - Subsequent Event: - -------------------------- On November 6, 2002, the Company and First Responder executed the Share Exchange agreement whereby the Company will exchange 18,000,000 common shares and 1,000,000 preferred shares for all the outstanding shares of First Responder. The closing is to take place when certain conditions as outlined in the agreement are net. One of the conditions is the Company's sale of all its assets to the DAR Group, Inc. and to whom the Company owes approximately $2,000,000. -7- 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. -8- Plan of Operations On November 6, 2002 the Company entered into a definitive Share Exchange Agreement (the "Agreement") pursuant to which the Company will acquire all of the issued and outstanding shares of First Responder Inc., ("First Responder") a company specializing in preparedness education, threat and risk assessment and mitigation and implementation of preparedness solutions. Once complete, the Agreement provides that the shareholders of First Responder will own an aggregate of 18,000,000 shares of the Company's common stock out of a total of 26,210,000 shares of common stock to be outstanding after the closing of the Agreement. One of the principal shareholders of First Responder will also receive 1,000,000 shares of the Company's preferred stock. The Company's preferred stock will be convertible into the Company's common stock at $.60 per share at the option of the holder, have a $1.00 per share liquidation preference and will entitle the holder thereof to vote as if such shares were converted into common stock. The closing of the transaction is contingent upon the fulfillment of certain customary and other conditions, including the Company reducing its fully diluted outstanding shares of its common stock to 8,210,000 prior to the closing, the receipt of certain releases and the sale of all of the Company's assets to DAR Group, Inc., to whom the Company owes approximately $2,000,000. The Company expects the transaction to close by December 31, 2002. However, there can be no assurance that the conditions precedent to closing the Agreement will be fulfilled or that the Agreement, although executed, will actually close; nor can there be any assurance that, if the acquisition of First Responder is not consummated, the Company will be able to identify any other suitable acquisition candidate, investment or opportunity, or consummate any other transaction. If the transaction does not close, 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. Liquidity and Capital Resources The Company has incurred losses to date. The Company's accumulated deficit at September 30, 2002 was $2,739,130. 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 September 30, 2001 and September 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. -9- Item 3. Controls And Procedures (a) Evaluation of Disclosure Controls and Procedures. ------------------------------------------------ Within the 90 days prior to the date of this report, the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based upon that evaluation, the Chief Executive and Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective in timely alerting him to material information required to be included in the Company's periodic SEC filings relating to the Company (including its consolidated subsidiaries). (b) Changes in Internal Controls. ---------------------------- There were no significant changes in the Company's internal controls or in other factors that could significantly affect these internal controls subsequent to the date of our most recent evaluation. -10- 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 Certification of Principal Executive and Financial Officer, dated November 18, 2002 (b) Reports on Form 8-K None 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: November 18, 2002 -11- CERTIFICATIONS -------------- I, Gregory Ricca, Chief Executive and Chief Financial Officer of Jaguar Investments, Inc. certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Jaguar Investments, Inc.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and I have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report my conclusions about the effectiveness of the disclosure controls and procedures based on my evaluation as of the Evaluation Date; -12- 5. I have disclosed, based on my most recent evaluation, to the registrant's auditors and to the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of my most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: November 18, 2002 /s/ GREGORY RICCA ----------------------------------------- Chief Executive and Chief Financial Officer -13- EX-99 3 ex99_1.txt EXHIBIT 99.1 Exhibit 99 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 In connection with the accompanying Quarterly Report on Form 10-QSB of Jaguar Investments, Inc. for the quarter ended September 30, 2002, I, Gregory Ricca, Chief Executive and Financial Officer of Jaguar Investments, Inc., hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief, that: (1) such Quarterly Report on Form 10-QSB for the quarter ended September 30, 2002, fully complies with the requirements of section 13 (a) or 15 (d) of the Securities Exchange Act of 1934; and (2) the information contained in such Quarterly Report on Form 10-QSB for the quarter ended September 30, 2002, fairly presents, in all material respects, the financial condition and results of operations of Jaguar Investments, Inc. /s/ GREGORY RICCA ----------------------------------------- Gregory Ricca Chief Executive and Financial Officer November 18, 2002 -14- -----END PRIVACY-ENHANCED MESSAGE-----