As filed with the Securities and Exchange Commission on April
12, 1999
Registration No. _________
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRANTS OF SECURITIES OF SMALL
BUSINESS ISSUERS
Under Section 12(b) or (g) of the Securities Exchange Act of 1934
JAGUAR INVESTMENTS, INC.
(Name of Small Business Issuer in its charter)
NEVADA 87-0449667
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1037 East 3300 South #203, Salt Lake City, Utah 84106
(Address of principal executive officers) (Zip Code)
Issuer's telephone number: (801) 467-6715
Securities to be registered under Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
N/A N/A
Securities to be registered under Section 12(g) of the Act:
Common Stock, par value $.001 per share
(Title of Class)
<PAGE>
JAGUAR INVESTMENTS, INC.
FORM 10-SB
TABLE OF CONTENTS
PAGE
PART I
ITEM 1. Description of Business. . . . . . . . . . . . . . . . . 3
ITEM 2. Management's Discussion and Analysis or
Plan of Operation. . . . . . . . . . . . . . . . . . . 9
ITEM 3. Description of Property. . . . . . . . . . . . . . . . . 13
ITEM 4. Security Ownership of Certain Beneficial
Owners and Management. . . . . . . . . . . . . . . . . 14
ITEM 5. Directors, Executive Officers, Promoters
and Control Persons. . . . . . . . . . . . . . . . . . 15
ITEM 6. Executive Compensation . . . . . . . . . . . . . . . . . 18
ITEM 7. Certain Relationships and Related Transactions . . . . . 18
ITEM 8. Description of Securities. . . . . . . . . . . . . . . . 18
PART II
ITEM 1. Market Price of and Dividends on Registrant's
Common Equity and Other Shareholder Matters. . . . . . 19
ITEM 2. Legal Proceedings. . . . . . . . . . . . . . . . . . . . 22
ITEM 3. Changes in and Disagreements with Accountants. . . . . . 22
ITEM 4. Recent Sales of Unregistered Securities. . . . . . . . . 22
ITEM 5. Indemnification of Directors and Officers. . . . . . . . 22
PART F/S
Financial Statements . . . . . . . . . . . . . . . . . . . . . . . 23
PART III
ITEM 1. Index to Exhibits. . . . . . . . . . . . . . . . . . . . S-1
ITEM 2. Description of Exhibits. . . . . . . . . . . . . . . . . S-1
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-2
PART I
ITEM 1.
Business Development
Jaguar Investments, Inc. (the "Company") was organized on
October 28, 1987, under the laws of the State of Nevada. Since its
inception, the Company has not engaged in any material business
operations. Presently, the Company is actively seeking potential
operating businesses and business opportunities with the intent to
acquire or merge with such businesses. The Company is considered
a development stage company and, due to its status as a "shell"
corporation, its principal purpose is to locate and consummate a
merger or acquisition with a private entity. Because of the
Company's current status having minimal assets and no operating
history, in the event the Company does successfully acquire or
merge with an operating business opportunity, it is likely that the
Company's current shareholders will experience substantial dilution
and there will be a probable change in control of the Company.
The Company is voluntarily filling this registration statement
on Form 10-SB in order to make information concerning itself more
readily available to the public. Management believes that being a
reporting company under the Securities Exchange Act of 1934, as
amended ("Exchange Act"), could provide a prospective merger or
acquisition candidate with additional information concerning the
Company. Further, management believes that this could possibly
make the Company more attractive to an operating business
opportunity as a potential merger or acquisition candidate. As a
result of filing its registration statement, the Company is
obligated to file with the Commission certain interim and periodic
reports including an annual report containing audited financial
statements. The Company intends to continue to voluntarily file
its periodic reports under the Exchange Act in the event its
obligation to file such reports is suspended under applicable
provisions of the Exchange Act.
Any target acquisition or merger candidate of the Company will
become subject to the same reporting requirements as the Company
upon consummation of any merger or acquisition. Thus, in the event
the Company successfully completes the acquisition of or merger
with an operating business opportunity, that business opportunity
must provide audited financial statements for at least the two most
recent fiscal years or, in the event the business opportunity has
been in business for less than two years, audited financial
statements will be required from the period of inception. This
could limit the Company's potential target business opportunities
due to the fact that many private business opportunities either do
not have audited financial statements or are unable to produce
audited statements without undo time and expense.
The Company's principal executive offices are located at 1037
East 3300 South #203, Salt Lake City, Utah 84106, and its telephone
number is (801) 467-6715.
Business of Issuer
The Company has no operating history and no representation is
made, nor is any intended, that the Company will be able to carry
on future business activities successfully. Further, there can be
no assurance that the Company will have the ability to acquire or
merge with an operating business, business opportunity or property
that will be of material value to the Company.
Management plans to investigate, research and, if justified,
potentially acquire or merge with one or more businesses or
business opportunities. The Company currently has no commitment or
arrangement, written or oral, to participate in any business
opportunity and management cannot predict the nature of any
potential business opportunity it may ultimately consider.
Management will have broad discretion in its search for and
negotiations with any potential business or business opportunity.
Sources of Business Opportunities
Management of the Company intends to use various resources in
the search for potential business opportunities including, but not
limited to, the Company's officers and directors, consultants,
special advisors, securities broker-dealers, venture capitalists,
members of the financial community and others who may present
management with unsolicited proposals. Because of the Company's
lack of capital, it may not be able to retain on a fee basis
professional firms specializing in business acquisitions and
reorganizations. Rather, the Company will most likely have to rely
on outside sources, not otherwise associated with the Company, that
will accept their compensation only after the Company has finalized
a successful acquisition or merger. To date, the Company has not
engaged or entered into any discussion, agreement or understanding
with a particular consultant regarding the Company's search for
business opportunities. Presently, no final decision has been made
nor is management in a position to identify any future prospective
consultants for the Company.
If the Company elects to engage an independent consultant, it
will look only to consultants that have experience in working with
small companies in search of an appropriate business opportunity.
Also, the consultant must have experience in locating viable merger
and/or acquisition candidates and have a proven track record of
finalizing such business consolidations. Further, the Company
would like to engage a consultant that will provide services for
only nominal up-front consideration and is willing to be fully
compensated only at the close of a business consolidation.
The Company does not intend to limit its search to any
specific kind of industry or business. The Company may investigate
and ultimately acquire a venture that is in its preliminary or
development stage, is already in operation, or in various stages of
its corporate existence and development. Management cannot predict
at this time the status or nature of any venture in which the
Company may participate. A potential venture might need additional
capital or merely desire to have its shares publicly traded. The
most likely scenario for a possible business arrangement would
involve the acquisition of or merger with an operating business
that does not need additional capital, but which merely desires to
establish a public trading market for its shares.
Management believes that the Company could provide a potential
public vehicle for a private entity interested in becoming a
publicly held corporation without the time and expense typically
associated with an initial public offering.
Evaluation
Once the Company has identified a particular entity as a
potential acquisition or merger candidate, management will seek to
determine whether acquisition or merger is warranted or whether
further investigation is necessary. Such determination will
generally be based on management's knowledge and experience, or
with the assistance of outside advisors and consultants evaluating
the preliminary information available to them. Management may
elect to engage outside independent consultants to perform
preliminary analysis of potential business opportunities. However,
because of the Company's lack of capital it may not have the
necessary funds for a complete and exhaustive investigation of any
particular opportunity.
In evaluating such potential business opportunities, the
Company will consider, to the extent relevant to the specific
opportunity, several factors including potential benefits to the
Company and its shareholders; working capital, financial
requirements and availability of additional financing; history of
operation, if any; nature of present and expected competition;
quality and experience of management; need for further research,
development or exploration; potential for growth and expansion;
potential for profits; and other factors deemed relevant to the
specific opportunity.
Because the Company has not located or identified any specific
business opportunity as of the date hereof, there are certain
unidentified risks that cannot be adequately expressed prior to the
identification of a specific business opportunity. There can be no
assurance following consummation of any acquisition or merger that
the business venture will develop into a going concern or, if the
business is already operating, that it will continue to operate
successfully. Many of the potential business opportunities
available to the Company may involve new and untested products,
processes or market strategies which may not ultimately prove
successful.
Form of Potential Acquisition or Merger
Presently, the Company cannot predict the manner in which it
might participate in a prospective business opportunity. Each
separate potential opportunity will be reviewed and, upon the basis
of that review, a suitable legal structure or method of
participation will be chosen. The particular manner in which the
Company participates in a specific business opportunity will depend
upon the nature of that opportunity, the respective needs and
desires of the Company and management of the opportunity, and the
relative negotiating strength of the parties involved.
Actual participation in a business venture may take the form of an
asset purchase, lease, joint venture, license, partnership, stock
purchase, reorganization, merger or consolidation. The Company may
act directly or indirectly through an interest in a partnership,
corporation, or other form of organization, however, the Company
does not intend to participate in opportunities through the
purchase of minority stock positions.
Because of the Company's current situation, having minimal
assets and no operating history, in the event the Company does
successfully acquire or merge with an operating business
opportunity, it is likely that the Company's present shareholders
will experience substantial dilution and there will be a probable
change in control of the Company. Most likely, the owners of the
business opportunity which the Company acquires or mergers with
will acquire control of the Company following such transaction.
Management has not established any guidelines as to the amount of
control it will offer to prospective business opportunities, rather
management will attempt to negotiate the best possible agreement
for the benefit of the Company's shareholders.
Management does not presently intend to borrow funds to
compensate any persons, consultants, promoters or affiliates in
relation to the consummation of a potential merger or acquisition.
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. In the event the Company does need to raise capital, most
likely the only method available to the Company would be the
private sale of its securities. These possible private sales would
most likely have to be to persons known by the directors of the
Company or to venture capitalists that would be willing to accept
the risks associated with investing in a company with no current
operation. Because of the nature of the Company as a development
stage company, it is unlikely that it could make a public sale of
securities or be able to borrow any significant sum from either a
commercial or private lender. Management will attempt to acquire
funds on the best available terms for the Company. However, 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 reasonable or acceptable to the
Company. The Company does not anticipate using Regulation S under
the Securities Act of 1933, as amended (the "Act"), to raise any
funds prior to consummation of a merger or acquisition. Although
not presently anticipated, there is a remote possibility that the
Company could sell securities to its management or affiliates.
In the case of a future acquisition or merger, there exists a
possibility that a condition of such transaction might include the
sale of shares presently held by officers and/or directors of the
Company to parties affiliated with or designated by the potential
business opportunity. Presently, management has no plans to seek
or actively negotiate such terms. However, if this situation does
arise, management is obligated to follow the Company's Articles of
Incorporation and all applicable corporate laws in negotiating such
an arrangement. Under this scenario of a possible sale by officers
and directors, it is unlikely that similar terms and conditions
would be offered to all other shareholders of the Company or that
the shareholders would be given the opportunity to approve such a
transaction.
In the event of a successful acquisition or merger, a finder's
fee, in the form of cash or securities, may be paid to persons
instrumental in facilitating the transaction. The Company has not
established any criteria or limits for the determination of a
finder's fee, although it is likely that an appropriate fee will be
based upon negotiations by the Company and the appropriate business
opportunity and the finder. Management cannot at this time make an
estimate as to the type or amount of a potential finder's fee that
might be paid. It is unlikely that a finder's fee will be paid to
an affiliate of the Company because of the potential conflict of
interest that might result. If such a fee was paid to an
affiliate, it would have to be in such a manner so as not to
compromise an affiliate's possible fiduciary duty to the Company or
to violate the doctrine of corporate opportunity. Further, in the
unlikely event a finder's fee was to be paid to an affiliate, the
Company would have such an arrangement ratified by the shareholders
in an appropriate manner.
Presently, it is highly unlikely that the Company will acquire
or merge with a business opportunity in which the Company's
management, affiliates or promoters have an ownership interest.
Any possible related party transaction of this type would have to
be ratified by a disinterested Board of Directors and by the
shareholders. Management does not anticipate that the Company will
acquire or merge with any related entity. Further, as of the date
hereof, none of the Company's officers, directors, or affiliates or
associates have had any preliminary contact or discussions with any
specific business opportunity, nor are there any present plans,
proposals, arrangements or understandings regarding the possibility
of an acquisition or merger with any specific business opportunity.
Rights of Shareholders
It is presently anticipated by management that prior to
consummating a possible acquisition or merger, the Company, if
required by relevant state laws and regulations, will seek to have
the transaction ratified by shareholders in the appropriate manner.
However, under Nevada law, certain actions that would routinely be
taken at a meeting of shareholders, may be taken by written consent
of shareholders having not less than the minimum number of votes
that would be necessary to authorize or take the action at a
meeting of shareholders. Thus, if shareholders holding a majority
of the Company's outstanding shares decide by written consent to
consummate an acquisition or a merger, minority shareholders would
not be given the opportunity to vote on the issue. The Board of
Directors will have the discretion to consummate an acquisition or
merger by written consent if it is determined to be in the best
interest of the Company to do so. Regardless of whether an action
to acquire or merge is ratified by written consent or by holding a
shareholders' meeting, the Company will provide to its shareholders
complete disclosure documentation concerning a potential target
business opportunity including the appropriate audited financial
statements of the target. This information will be disseminated by
proxy statement in the event a shareholders' meeting is held, or by
subsequent report to the shareholders if the action is taken by
written consent.
Competition
Because the Company has not identified any potential
acquisition or merger candidate, it is unable to evaluate the type
and extent of its likely competition. The Company is aware that
there are several other public companies with only nominal assets
that are also searching for operating businesses and other business
opportunities as potential acquisition or merger candidates. The
Company will be in direct competition with these other public
companies in its search for business opportunities and, due to the
Company's lack of funds, it may be difficult to successfully
compete with these other companies.
Employees
As of the date hereof, the Company does not have any employees
and has no plans for retaining employees until such time as the
Company's business warrants the expense, or until the Company
successfully acquires or merges with an operating business. The
Company may find it necessary to periodically hire part-time
clerical help on an as-needed basis.
Facilities
The Company is currently using as its principal place of
business the personal offices of its President located in Salt Lake
City, Utah. Although the Company has no written agreement and
pays no rent for the use of this facility, it is contemplated that
at such future time as the Company acquires or merges with an
operating business, the Company will secure commercial office space
from which it will conduct its business. However, until such time
as the Company completes an acquisition or merger, the type of
business in which the Company will be engaged and the type of
office and other facilities that will be required is unknown. The
Company has no current plans to secure such commercial office
space.
Industry Segments
No information is presented regarding industry segments. The
Company is presently a development stage company seeking a
potential acquisition of or merger with a yet to be identified
business opportunity. Reference is made to the statements of
income included herein in response to Part F/S of this Form 10-SB
for a report of the Company's operating history for the past two
fiscal years.
ITEM 2. Management's Discussion and Analysis or Plan of Operation
The following information should be read in conjunction with
the consolidated financial statements and notes thereto appearing
elsewhere in the Form 10-SB.
The Company is considered a development stage company with
minimal assets or capital and with no significant operations or
income since its inception. The costs and expenses associated with
the preparation and filing of this registration statement have been
paid for by an advance from a shareholder of the Company. It is
anticipated that the Company will require only nominal capital to
maintain the corporate viability of the Company and necessary funds
will most likely be provided by the Company's officers and
directors in the immediate future. However, unless the Company is
able to facilitate an acquisition of or merger with an operating
business or is able to obtain significant outside financing, there
is substantial doubt about its ability to continue as a going
concern.
In the opinion of management, inflation has not and will not
have a material effect on the operations of the Company until such
time as the Company successfully completes an acquisition
or merger. At that time, management will evaluate the possible
effects of inflation on the Company related to it business and
operations following a successful acquisition or merger.
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. In its search
for business opportunities, management will follow the procedures
outlined in Item 1 above. Because the Company lacks funds, it may
be necessary for the officers and directors to either advance funds
to the Company or to accrue expenses until such time as a
successful business consolidation can be made. Management intends
to hold expenses to a minimum and to obtain services on a
contingency basis when possible. Further, the Company's directors
will defer any compensation until such time as an acquisition or
merger can be accomplished and will strive to have the business
opportunity provide their 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. In the event 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
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 use 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.
Management is confident that it will be able to operate in this
manner and to continue its search for business opportunities during
the next twelve months.
Net Operating Loss
The Company has accumulated approximately $1,630 of net
operating loss carryforwards as of December 31, 1998, which may be
offset against taxable income and income taxes in future years.
The use of these losses to reduce future income taxes will depend
on the generation of sufficient taxable income prior to the
expiration of the net operating loss carryforwards. The
carry-forwards begin expiring in the year 2004. In the event of
certain changes in control of the Company, there will be an annual
limitation on the amount of net operating loss carryforwards which
can be used. No tax benefit has been reported in the financial
statements for the year ended December 31, 1998 because there is a
50% or greater chance that the carryforward will not be used.
Accordingly, the potential tax benefit of the loss carryforward is
offset by a valuation allowance of the same amount.
Recent Accounting Pronouncements
The Financial Accounting Standards Board ("FASB")has issued
Statement of Financial Accounting Standard ("SFAS") No. 128,
"Earnings Per Share" and Statement of Financial Accounting
Standards No. 129 "Disclosures of Information About an Entity's
Capital Structure." SFAS No. 128 provides a different method of
calculating earnings per share than is currently used in accordance
with Accounting Principles Board Opinion No. 15, "Earnings Per
Share." SFAS No. 128 provides for the calculation of "Basic" and
"Dilutive" earnings per share. Basic earnings per share includes
no dilution and is computed by dividing income available to common
shareholders by the weighted average number of common shares
outstanding for the period. Diluted earnings per share reflects
the potential dilution of securities that could share in the
earnings of an entity, similar to fully diluted earnings per share.
SFAS No. 129 establishes standards for disclosing information about
an entity's capital structure. SFAS No. 128 and SFAS No. 129 are
effective for financial statements issued for periods ending after
December 15, 1997. Their implementation is not expected to have a
material effect on the financial statements.
The FASB has also issued SFAS No. 130, "Reporting
Comprehensive Income" and SFAS No. 131, "Disclosures about Segments
of an Enterprise and Related Information." SFAS No. 130 establishes
standards for reporting and display of comprehensive income, its
components and accumulated balances. Comprehensive income is
defined to include all changes in equity except those resulting
from investments by owners and distributions to owners. Among
other disclosures, SFAS No. 130 requires that all items that are
required to be recognized under current accounting standards as
components of comprehensive income be reported in a financial
statement that displays with the same prominence as other financial
statements. SFAS No. 131 supersedes SFAS No. 14 "Financial
Reporting for Segments of a Business Enterprise." SFAS No. 131
establishes standards on the way that public companies report
financial information about operating segments in annual financial
statements and requires reporting of selected information about
operating segments in interim financial statements issued to the
public. It also establishes standards for disclosure regarding
products and services, geographic areas and major customers. SFAS
No. 131 defines operating segments as components of a company about
which separate financial information is available that is evaluated
regularly by the chief operating decision maker in deciding how to
allocate resources and in assessing performance.
SFAS 130 and 131 are effective for financial statements for
periods beginning after December 15, 1997 and requires comparative
information for earlier years to be restated. Management believes
the adoption of this statement will have no material impact on the
Company's financial statements.
The FASB has also issued SFAS No 132. "Employers' Disclosures
about Pensions and other Postretirement Benefits," which
standardizes the disclosure requirements for pensions and other
Postretirement benefits and requires additional information on
changes in the benefit obligations and fair values of plan assets
that will facilitate financial analysis. SFAS No. 132 is effective
for years beginning after December 15, 1997 and requires
comparative information for earlier years to be restated, unless
such information is not readily available. Management believes the
adoption of this statement will have no material impact on the
Company's financial statements.
In June 1998, the FASB issued SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities" which requires
companies to record derivatives as assets or liabilities, measured
at fair market value. Gains or losses resulting from changes in
the values of those derivatives would be accounted for depending on
the use of the derivative and whether it qualifies for hedge
accounting. The key criterion for hedge accounting is that the
hedging relationship must be highly effective in achieving
offsetting changes in fair value or cash flows. SFAS No. 133 is
effective for all fiscal quarters of fiscal years beginning after
June 15, 1999. Management believes the adoption of this statement
will have no material impact on the Company's financial statements.
Inflation
In the opinion of management, inflation has not had a material
effect on the operations of the Company.
Year 2000
Year 2000 issues may arise if computer programs have been
written using two digits (rather than four) to define the
applicable year. In such case, programs that have time-sensitive
logic may recognize a date using "00" as the year 1900 rather than
the year 2000, which could result in miscalculations or system
failures.
Because the Company currently does not have any operations
except for its search for viable business opportunities, it does
not own or use any computer equipment. The Company does not
anticipate doing a full assessment of the potential Year 2000 issue
until it has made an acquisition of or merged with an operating
entity. The Company does not believe that the cost of addressing
the issue will have a material adverse impact on its financial
position. Further, the Company believes that no third parties with
whom it may have a material relationships will be materially
affected by the Year 2000 issues.
Risk Factors and Cautionary Statements
This Registration Statement contains certain forward-looking
statements. The Company wishes to advise readers that actual
results may differ substantially from such forward-looking
statements. Forward-looking statements involve risks and
uncertainties that could cause actual results to differ materially
from those expressed in or implied by the statements, including,
but not limited to, the following: the ability of the Company
search for appropriate business opportunities and subsequently
acquire or merge with such entity, to meet its cash and working
capital needs, the ability of the Company to maintain its existence
as a viable entity, and other risks detailed in the Company's
periodic report filings with the Securities and Exchange
Commission.
ITEM 3. Description of Property
The information required by this Item 3, Description of
Property, is set forth in Item 1, Description of Business, of this
Form 10-SB/A.
ITEM 4. Security Ownership of Certain Beneficial Owners and
Management
The following table sets forth information, to the best of the
Company's knowledge, as of March 31, 1999, with respect to each
person known by the Company to own beneficially more than 5% of the
outstanding Common Stock, each director and all directors and
officers as a group.
Name and Address Amount and Nature of Percent
of Beneficial Owner Beneficial Ownership of Class(1)
James R. Glavas* 100,000 7.2%
4455 South 700 East #107
Salt Lake City, UT 84107
Bruce Ross* 500 .04%
4909 South Eastlake Drive
Murray, UT 84107
Martin L. Smart* 100,000 7.2%
4075 West 4805 South
Salt Lake City, UT 84118
Arthur L. Bixby 100,000 7.2%
1207 Lost Creek Apt.
Murray, UT 84107
Bud Blatnick 100,000 7.2%
9 East Washington Street
Murray, UT 84107
Kay Carter 80,000 5.8%
535 South 200 East
Salt Lake City, UT 84105
Dean Danielsen 100,000 7.2%
794 Mount Tuscarora
Salt Lake City, UT 84123
James E. Glavas 100,000 7.2%
6640 South 2475 East
Salt Lake City, UT 84121
Lorrie R. Jackson 80,000 5.8%
766 Little Matterhorn
Murray, UT 84107
William J. Johnson 70,000 5.0%
7585 South 700 East
Midvale, UT 84047
Thomas L. Leith 80,000 5.8%
2002 Douglas Street
Salt Lake City, UT 84105
Cherie Timothy 100,000 7.2%
2111 East 6805 South
Salt Lake City, UT 84121
George S. Whiting 100,000 7.2%
3611 South 805 East #76
Salt Lake City, UT 84115
<PAGE>
Dalvin J. Wood 70,000 5.0%
1014 Well Spring Drive
Midvale, UT 84047
All directors and officers 200,500 14.4%
a group (3 persons)
* Director and/or executive officer
Note: Unless otherwise indicated in the footnotes below, the
Company has been advised that each person above has sole
voting power over the shares indicated above.
(1) Based upon 1,390,000 shares of common stock outstanding
on March 31, 1999.
ITEM 5. Directors, Executive Officers, Promoters and Control
Persons
Executive Officers and Directors
The executive officers and directors of the Company are as
follows:
Name Age Position
James R. Glavas 72 President, Chief Executive
Officer and Director
Bruce Ross 66 Vice President and Director
Martin L. Smart 40 Secretary / Treasurer and
Director
___________________________
All directors hold office until the next annual meeting of
stockholders and until their successors have been duly elected and
qualified. There are no agreements with respect to the election of
directors. The Company has not compensated its directors for
service on the Board of Directors or any committee thereof, but
directors are entitled to be reimbursed for expenses incurred for
attendance at meetings of the Board of Directors and any committee
of the Board of Directors. However, due to the Company's lack of
funds, the directors will defer their expenses and any compensation
until such time as the Company can consummate a successful
acquisition or merger. As of the date hereof, no director has
accrued any expenses or compensation. Officers are appointed
annually by the Board of Directors and each executive officer
serves at the discretion of the Board of Directors. The Company
does not have any standing committees.
Presently, none of the Company's directors are directors of
any other "shell" or "blank check" companies or other corporations
that are actively pursuing acquisitions or mergers. The following
is a summary of the past involvement by management in other shell
or blank check companies for the past three years.
From 1991 to March 1, 1999, James R. Glavas, the Company's
President and a director, was the President and a director of Shur
De Cor, Inc., a "shell" or "blank check" company. Mr. Glavas also
was the President and a director of Asphalt Associates, Inc. from
1987 to 1998, the President and a director of Erawest, Inc. from
1987 to 1996, and President and a director of Macaw One, Inc from
1987 to 1996. Each of these companies may be deemed to have been
a shell or blank check company at these times.
On March 1, 1999, Shur De Cor, Inc. merged with Interactive
Marketing Technology, Inc. in 1998, Asphalt Associates, Inc. merged
with Pacific Web Works, Inc. In 1996, Erawest, Inc. entered into
a Stock-for-Stock Acquisition Agreement with Universal Dynamics Pty
Ltd., a privately held Australian company, and also in 1996, Macaw
One, Inc. merged with Communique Wireless, Inc. Mr. Glavas has
resigned as a director and executive officer from each of the
aforementioned companies.
From 1995 to March 1, 1999, Martin L. Smart, the Company's
Secretary/Treasurer and a director, was Secretary and a director of
Shur De Cor, Inc. that merged with Interactive Marketing
Technology. Mr. Smart was also Secretary and a director from 1996
to 1998 of Asphalt Associates, Inc. that merged with Pacific Web
Work, Inc. From 1996 to 1997, Mr. Smart was President and a
director of Oak Hill, Inc., a shell or blank check company, which
merged with Thermoview Industries, Inc. in 1997. From 1994 to
1996, Mr. Smart was Secretary and a director of Erawest, Inc. that
entered into a Stock-for-Stock Acquisition Agreement with Universal
Dynamics Pty Ltd. in 1996.
No director, officer, affiliate or promoter of the Company
has, within the past five years, filed any bankruptcy petition,
been convicted in or been the subject of any pending criminal
proceedings, or is any such person the subject or any order,
judgment, or decree involving the violation of any state or federal
securities laws.
All of the Company's present directors have other full-time
employment and will routinely devote only such time to the Company
necessary to maintain its viability. It is estimated that each
director will devote less than ten hours per month to the Company's
activities. The directors will, when the situation requires,
review potential business opportunities or actively participate in
negotiations for a potential merger or acquisition on an as-needed-
basis.
Currently, there is no arrangement, agreement or understanding
between the Company's management and non-management shareholders
under which non-management shareholders may directly or indirectly
participate in or influence the management of the Company's
affairs. Present management openly accepts and appreciates any
input or suggestions from the Company's shareholders. However, the
Board of Directors is elected by the shareholders and the
shareholders have the ultimate say in who represents them on the
Board of Directors. There are no agreements or understandings for
any officer or director of the Company to resign at the request of
another person and none of the current offers or directors of the
Company are acting on behalf of, or will act at the direction of
any other person.
In connection with the preparation and filing of this
registration statement, one of the Company's shareholders and
executive officers, James R. Glavas, has advanced funds to the
Company to pay for certain legal and professional fees related to
the registration statement. Although, as of the date hereof there
is no agreement or arrangement for Mr. Glavas to provide additional
funds, the Company is not precluded from approaching Mr. Glavas or
any other shareholder and requesting additional financial
assistance. Because such additional funding is only speculative at
this time, the Company has not developed any criteria or plans
related to this funding.
The business experience of each of the persons listed above
during the past five years is as follows:
James R. Glavas, age 72, attended the University of Utah for
four years majoring in Business Management, but did not receive a
degree. From 1962 to the present, Mr. Glavas has been a real
estate broker. Also, for the past several years, he has been a
private investor and has been involved in the formation of several
public companies.
Bruce Ross, age 40, is presently the sole owner of Ross
Appraisal, Inc. and has been an independent fee appraisor since
1993. Mr. Ross graduated from the University of Utah in 1996 with
a Bachelor of Science Degree n Labor Relations and Public
Administration.
Martin L. Smart, age 66, has been a professional engineer
since 1962 when he received his certification as a Registered
Fallout Shelter analyst and United States Department of Defense
Professional Engineer. He attended the University of Utah and
Colorado University. From 1962 to 1964, Mr. Smart worked as Chief
Engineer of American Steel Company. In 1964, he moved to Seattle,
Washington and worked as a Design Engineer at Boeing Aircraft
Company. In 1970, he opened his own business in Salt Lake City,
Structural Engineering Services, Inc. In 1992, he retired and
since has been active in real estate sales and development. For
the past 10 years, Mr. Smart has been Chairman of Veteran affairs
for the Utah Elks Association.
ITEM 6. Executive Compensation
The Company has not had a bonus, profit sharing, or deferred
compensation plan for the benefit of its employees, officers or
directors. The Company has not paid any salaries or other
compensation to its officers, directors or employees for the years
ended December 31, 1998 and 1997. Further, the Company has not
entered into an employment agreement with any of its officers,
directors or any other persons and no such agreements are
anticipated in the immediate future. It is intended that the
Company's directors will defer any compensation until such time as
an acquisition or merger can be accomplished and will strive to
have the business opportunity provide their remuneration. As of
the date hereof, no person has accrued any compensation.
ITEM 7. Certain Relationships and Related Transactions
During the past two fiscal years, there have been no
transactions between the Company and any officer, director, nominee
for election as director, or any shareholder owning greater than
five percent (5%) of the Company's outstanding shares, nor any
member of the above referenced individuals' immediate family
The Company's officers and directors are subject to the
doctrine of corporate opportunities only insofar as it applies to
business opportunities in which the Company has indicated an
interest, either through its proposed business plan or by way of an
express statement of interest contained in the Company's minutes.
If directors are presented with business opportunities that may
conflict with business interests identified by the Company, such
opportunities must be promptly disclosed to the Board of Directors
and made available to the Company. In the event the Board shall
reject an opportunity so presented and only in that event, any of
the Company's officers and directors may avail themselves of such
an opportunity. Every effort will be made to resolve any conflicts
that may arise in favor of the Company. There can be no assurance,
however, that these efforts will be successful.
ITEM 8. Description of Securities
Common Stock
The Company is authorized to issue 20,000,000 shares of Common
Stock, par value $.001 per share, of which 1,390,000 shares are
issued and outstanding as of the date hereof. All shares of Common
Stock have equal rights and privileges with respect to voting,
liquidation and dividend rights. Each share of Common Stock
entitles the holder thereof to (i) one non-cumulative vote for each
share held of record on all matters submitted to a vote of the
stockholders; (ii) to participate equally and to receive any and
all such dividends as may be declared by the Board of Directors out
of funds legally available therefor; and (iii) to participate pro
rata in any distribution of assets available for distribution upon
liquidation of the Company. Stockholders of the Company have no
preemptive rights to acquire additional shares of Common Stock or
any other securities. The Common Stock is not subject to
redemption and carries no subscription or conversion rights. All
outstanding shares of Common Stock are fully paid and non-
assessable.
PART II
ITEM 1. Market Price of And Dividends on the Registrant's Common
Equity and Other Shareholder Matters
No shares of the Company's common stock have previously been
registered with the Securities and Exchange Commission (the
"Commission") or any state securities agency or authority. The
Company intends to make an application to the NASD for the
Company's shares to be quoted on the OTC Bulletin Board.
The Company's application to the NASD will consist of current
corporate information, financial statements and other documents as
required by Rule 15c2-11 of the Securities Exchange Act of 1934, as
amended. Inclusion on the OTC Bulletin Board permits price
quotations for the Company's shares to be published by such
service. The Company is not aware of any established trading
market for its common stock nor is there any record of any reported
trades in the public market in recent years. Although the Company
intends to submit its application to the OTC Bulletin Board
contemporaneously with the filing of this registration statement,
the Company does not anticipate its shares to be traded in the
public market until such time as a merger or acquisition can be
consummated. Also, secondary trading of the Company's shares may
be subject to certain state imposed restrictions regarding shares
of shell companies. Except for the application to the OTC Bulletin
Board, there are no plans, proposals, arrangements or
understandings with any person concerning the development of a
trading market in any of the Company's securities. The Company's
common stock has not traded in a public market.
The ability of an individual shareholder to trade their shares
in a particular state may be subject to various rules and
regulations of that state. A number of states require that an
issuer's securities be registered in their state or appropriately
exempted from registration before the securities are permitted to
trade in that state. Presently, the Company has no plans to
register its securities in any particular state. Further, most
likely the Company's shares will be subject to the provisions of
Section 15(g) and Rule 15g-9 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), commonly referred to as the
"penny stock" rule. Section 15(g) sets forth certain requirements
for transactions in penny stocks and Rule 15g-9(d)(1) incorporates
the definition of penny stock as that used in Rule 3a51-1 of the
Exchange Act.
The Commission generally defines penny stock to be any equity
security that has a market price less than $5.00 per share, subject
to certain exceptions. Rule 3a51-1 provides that any equity
security is considered to be a penny stock unless that security is:
registered and traded on a national securities exchange meeting
specified criteria set by the Commission; authorized for quotation
on The NASDAQ Stock Market; issued by a registered investment
company; excluded from the definition on the basis of price (at
least $5.00 per share) or the issuer's net tangible assets; or
exempted from the definition by the Commission. If the Company's
shares are deemed to be a penny stock, trading in the shares will
be subject to additional sales practice requirements on broker-
dealers who sell penny stocks to persons other than established
customers and accredited investors, generally persons with assets
in excess of $1,000,000 or annual income exceeding $200,000, or
$300,000 together with their spouse.
For transactions covered by these rules, broker-dealers must
make a special suitability determination for the purchase of such
securities and must have received the purchaser's written consent
to the transaction prior to the purchase. Additionally, for any
transaction involving a penny stock, unless exempt, the rules
require the delivery, prior to the first transaction, of a risk
disclosure document relating to the penny stock market. A broker-
dealer also must disclose the commissions payable to both the
broker-dealer and the registered representative, and current
quotations for the securities. Finally, monthly statements must be
sent disclosing recent price information for the penny stocks held
in the account and information on the limited market in penny
stocks. Consequently, these rules may restrict the ability of
broker-dealers to trade and/or maintain a market in the Company's
common stock and may affect the ability of shareholders to sell
their shares.
As of March 31, 1999 there were 37 holders of record of the
Company's common stock, which figure does not take into account
those shareholders whose certificates are held in the name of
broker-dealers or other nominees. Because there has been no
established public trading market for the Company's securities, no
trading history is presented herein.
Of the Company's total outstanding shares, 1,029,500 shares
may be sold, transferred or otherwise traded in the public market
without restriction, unless held by an affiliate or controlling
shareholder of the Company. For purposes of this registration
statement a controlling shareholder is considered to be a person
owning ten percent (10%) or more of the Company's total outstanding
shares, or is otherwise an affiliate of the Company. Of these
1,029,500 shares, the Company has not identified any shares as
being held by affiliates of the Company.
A total of 200,500 shares are considered restricted securities
and are presently held by affiliates and/or controlling
shareholders of the Company. All of these 200,500 restricted
shares are presently eligible for sale pursuant to Rule 144,
subject to the volume and other limitations set forth under
Rule 144. In general, under Rule 144 as currently in effect, a
person (or persons whose shares are aggregated) who has
beneficially owned restricted shares of the Company for at least
one year, including any person who may be deemed to be an
"affiliate" of the Company (as the term "affiliate" is defined
under the Act), is entitled to sell, within any three-month period,
an amount of shares that does not exceed the greater of (i) the
average weekly trading volume in the Company's common stock, as
reported through the automated quotation system of a registered
securities association, during the four calendar weeks preceding
such sale or (ii) 1% of the shares then outstanding. A person who
is not deemed to be an "affiliate" of the Company and has not been
an affiliate for the most recent three months, and who has held
restricted shares for at least two years would be entitled to sell
such shares without regard to the resale limitations of Rule 144.
The balance of the outstanding restricted shares may not be sold or
otherwise transferred unless pursuant to an effective registration
statement under the Act, or an appropriate exemption therefrom.
In October 1998, the Company issued an aggregate of 80,000
shares of common stock to a total of three persons for services
rendered to the Company. These 80,000 shares are deemed restricted
securities and may not be sold or otherwise transferred unless
pursuant to an effective registration statement under the Act or in
reliance upon an appropriate exemption from registration. These
shares are not currently eligible to be sold under Rule 144.
Available corporate records indicate that the Company has not
previously filed a registration statement with the Commission.
In the absence of any evidence that the Company ever filed a
registration statement with the Commission or with any other agency
relating to the issuance of shares, it is concluded that all shares
were issued as restricted securities. Available corporate records
indicate that all of the Company's issued and outstanding shares of
common stock were issued between 1988 and 1998 in various private,
isolated transactions. The Company has relied upon the exemption
provided by Section 4(2) of the Act in the issuance of all of its
shares. No private placement memorandum was used in relation to
the issuance of shares.
Dividend Policy
The Company has not declared or paid cash dividends or made
distributions in the past, and the Company does not anticipate that
it will pay cash dividends or make distributions in the foreseeable
future. The Company currently intends to retain and invest future
earnings to finance its operations.
ITEM 2. Legal Proceedings
There are presently no material pending legal proceedings to
which the Company or any of its subsidiaries is a party or to which
any of its property is subject and, to the best of its knowledge,
no such actions against the Company are contemplated or threatened.
ITEM 3. Changes in and Disagreements With Accountants
There have been no changes in or disagreements with
accountants.
ITEM 4. Recent Sales of Unregistered Securities
On October 23, 1998, the Company issued an aggregate of
80,000 shares of common stock to a total of three persons in
exchange for services rendered to the Company. The shares were
valued by the Company at $.02 per share. This issuance was not
registered with the Commission because it was believed to be exempt
form the registration requirements of the Act under Section 4(2) of
the Act.
ITEM 5. Indemnification of Directors and Officers
As permitted by the provisions of the Nevada Revised
Statutes (the "NRS"), the Company has the power to indemnify any
person made a party to an action, suit or proceeding by reason of
the fact that they are or were a director, officer, employee or
agent of the Company, against expenses, judgments, fines and
amounts paid in settlement actually and reasonably incurred by them
in connection with any such action, suit or proceeding if they
acted in good faith and in a manner which they reasonably believed
to be in, or not opposed to, the best interest of the Company and,
in any criminal action or proceeding, they had no reasonable cause
to believe their conduct was unlawful. Termination of any action,
suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, does not, of
itself, create a presumption that the person did not act in good
faith and in a manner which they reasonably believed to be in or
not opposed to the best interests of the Company, and, in any
criminal action or proceeding, they had no reasonable cause to
believe their conduct was unlawful.
The Company must indemnify a director, officer, employee or
agent of the Company who is successful, on the merits or otherwise,
in the defense of any action, suit or proceeding, or in defense of
any claim, issue, or matter in the proceeding, to which they are a
party because they are or were a director, officer employee or
agent of the Company, against expenses actually and reasonably
incurred by them in connection with the defense.
The Company may provide to pay the expenses of officers and
directors incurred in defending a civil or criminal action, suit or
proceeding as the expenses are incurred and in advance of the final
disposition of the action, suit or proceeding, upon receipt of an
undertaking by or on behalf of the director or officer to repay the
amount if it is ultimately determined by a court of competent
jurisdiction that they are not entitled to be indemnified by the
Company.
The NRS also permits a corporation to purchase and maintain
liability insurance or make other financial arrangements on behalf
of any person who is or was a director, officer, employee or agent
of the Company, or is or was serving at the request of the
corporation as a director, officer, employee or agent, of another
corporation, partnership, joint venture, trust or other enterprise
for any liability asserted against them and liability and expenses
incurred by them in their capacity as a director, officer, employee
or agent, or arising out of their status as such, whether or not
the Company has the authority to indemnify them against such
liability and expenses. Presently, the Company does not carry such
insurance.
Transfer Agent
The Company has designated Standard Registrar & Transfer
Company, Inc., 12528 South 1840 East, Draper, Utah 84020, as its
transfer agent. The telephone number of the transfer agent
is (801) 571-8844.
PART F/S
The Company's financial statements for the fiscal years ended
December 31, 1998 and 1997 have been examined to the extent
indicated in their reports by Hansen, Barnett & Maxwell,
independent certified public accountants, and have been prepared in
accordance with generally accepted accounting principles and
pursuant to Regulation S-B as promulgated by the Securities and
Exchange Commission and are included herein in response to Item 15
of this Form 10-SB.
<PAGE>
JAGUAR INVESTMENTS, INC.
(A Development Stage Enterprise)
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
AND
FINANCIAL STATEMENTS
December 31, 1998 and 1997
and for the Cumulative Period from
Inception (October 28, 1987) through December 31, 1998
<PAGE>
JAGUAR INVESTMENTS, INC.
(A Development Stage Enterprise)
TABLE OF CONTENTS
Page
Report of Independent Certified Public Accountants 1
Financial Statements:
Balance Sheet - December 31, 1998 2
Statement of Operations for the Years Ended December 31,
1998 and 1997 and for the Cumulative Period from October
28, 1987 (Date of Inception) through December 31, 1998 3
Statements of Stockholders' Equity for the Cumulative Period
from October 28, 1987 (Date of Inception) through December
31, 1996 and for the years ended December 31, 1997 and 1998 4
Statements of Cash Flows for the Years Ended December 31,
1998 and 1997 and for the Cumulative Period from October 28,
1987 (Date of Inception) through December 31, 1998 5
Notes to Financial Statements 6
<PAGE>
HANSEN, BARNETT & MAXWELL
A Professional Corporation
CERTIFIED PUBLIC ACCOUNTANTS
(801) 532-2200
Member of AICPA Division of Firms Fax (801) 532-7944
Member of SECPS 345 East Broadway, Suite 200
Member of Summit International Associates Salt Lake City, Utah 84111-2693
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Board of Directors and Stockholders
Jaguar Investments, Inc.
We have audited the accompanying balance sheet of Jaguar
Investments, Inc. (a development stage enterprise) as of December
31, 1998 and the related statements of operations, stockholders'
equity, and cash flows for the years ended December 31, 1998 and
1997 and for the cumulative period from October 28, 1987 (date of
inception) through December 31, 1998. These financial statements
are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Jaguar
Investments, Inc. as of December 31, 1998 and the results of its
operations and its cash flows for the years ended December 31, 1998
and 1997 and for the cumulative period from October 28, 1987 (date
of inception) through December 31, 1998, in conformity with
generally accepted accounting principles.
HANSEN, BARNETT & MAXWELL
Salt Lake City, Utah
January 30, 1999
<PAGE>
JAGUAR INVESTMENTS, INC.
(A Development Stage Enterprises)
BALANCE SHEET
DECEMBER 31, 1998
ASSETS
Current Assets
Cash $ 2,540
Total Assets $ 2,540
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities $ -
Stockholders' Equity
Common stock $0.001 par value; 20,000,000 shares
authorized; 1,390,000 shares issued and outstanding 1,390
Additional paid-in capital 2,780
Deficit accumulated during the development stage (1,630)
Total Stockholders' Equity 2,540
Total Liabilities and Stockholders' Equity $ 2,540
<PAGE>
JAGUAR INVESTMENTS, INC.
(A Development Stage Enterprise)
STATEMENTS OF OPERATIONS
Cumulative From
October 28, 1987
For the Years (Date of Inception)
Ended December 31, through
1998 1997 December 31, 1998
Revenue $ - $ - $ -
General and administrative expenses 365 85 1,630
Net Loss $ (365) $ (85) $ (1,630)
Basic Loss Per Share $ (0.00) $ (0.00) $ (0.00)
Weighted Average Number of Shares
Outstanding 1,325,123 1,310,000 1,039,850
<PAGE>
JAGUAR INVESTMENTS, INC.
(A Development Stage Enterprise)
STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE PERIODS ENDED DECEMBER 31, 1996, 1997 AND 1998
Deficit
Accumulated Total
Additional During the Stock-
Common Stock Paid-In Development holders'
Shares Amount Capital Stage Equity
Shares issued for cash, July 29,
1988, $0.02 per share 300,000 $ 300 $ 600 $ - $ 900
Shares issued for cash, February
10, 1989, $0.02 per share 420,000 420 840 - 1,260
Shares issued to Directors for
services, July 27, 1990,
$0.02 per share 2,000 2 4 - 6
Shares issued for cash,
March 15, 1991, $0.02 per share 350,000 350 700 - 1,050
Shares issued to Directors for
services, July 26, 1991,
$0.02 per share 2,500 2 5 - 7
Shares issued for cash,
May 8, 1992, $0.02 per share 230,000 230 460 - 690
Shares issued for services,
July 17, 1992, $0.02 per share 3,500 4 7 - 11
Shares issued to Directors
for services, July 16, 1993,
$0.02 per share 2,000 2 4 - 6
Net loss for the cumulative period
October 28, 1987 through
December 31, 1996 - - - (1,180) (1,180)
Balance - December 31, 1996 1,310,000 1,310 2,620 (1,180) 2,750
Net loss for the year ended
December 31, 1997 - - - (85) (85)
Balance - December 31, 1997 1,310,000 1,310 2,620 (1,265) 2,665
Shares issued for services,
October 23, 1998, $0.02 per share 80,000 80 160 - 240
Net loss for the year ended
December 31, 1998 - - - (365) (365)
Balance - December 31, 1998 1,390,000 $ 1,390 $ 2,780 $(1,630) $ 2,540
JAGUAR INVESTMENTS, INC.
(A Development Stage Enterprise)
STATEMENTS OF CASH FLOWS
Cumulative From
October 28, 1987
For the Years (Date of Inception)
Ended December 31, through
1998 1997 December 31, 1998
Cash Flows from Operating Activities
Net loss $ (365) $ (85) $ (1,630)
Stock issued for services 240 - 270
Net Cash Used In Operating
Activities (125) (85) (1,360)
Cash Flows From Financing Activities
Proceeds from issuance of common stock - - 3,900
Net Cash Provided by Financing
Activities - - 3,900
Net incease (Decrease) in Cash and
Cash Equivalents (125) (85) 2,540
Cash and Cash Equivalents at Beginning
of Year 2,665 2,750 -
Cash and Cash Equivalents at End of Year $ 2,540 $ 2,665 $ 2,540
<PAGE>
NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization - Jaguar Investments, Inc. (Company), is a Nevada
corporation incorporated October 28, 1987. The Company currently
has no operations and is considered a development stage enterprise
which has been seeking a merger or acquisition.
Cash and Cash Equivalents - Cash equivalents include highly liquid
short-term investments with original maturities of three months or
less, readily convertible to known amounts of cash.
Use of 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 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.
Comprehensive Income - In June 1997, the Financial Accounting
Standards Board issued SFAS No. 130, Reporting Comprehensive
Income, and was adopted for the years ended December 31, 1998 and
1997. The Company had no items that could be considered
comprehensive income. This statement expands or modifies
disclosures and had no impact on the Company's financial position,
results of operations or cash flows.
Basic and Diluted Loss Per Common Share - In the fourth quarter
1998, the Company adopted Statement of Financial Accounting
Standards (SFAS) No. 128, Earnings Per Share. Under SFAS 128, loss
per common share is computed by dividing net loss available to
common stockholders by the weighted-average number of common shares
outstanding during the period. Diluted loss per share reflects the
potential dilution which could occur if all contracts to issue
common stock were exercised or converted into common stock or
resulted in the issuance of common stock. In the Company's present
position, diluted loss per share is the same as basic loss per
share.
NOTE 2 INCOME TAXES
The components of the net deferred tax asset as of December 31,
1998 are as follows:
Tax Net Operating Loss Carryforward $ 1,630
Valuation Allowance (1,630)
Net Deferred Tax Asset $ -
During the years ended December 31, 1998 and 1997, the valuation
allowance increased $136 and $32, respectively.
As of December 31, 1998 the Company had net operating loss carry
forwards for federal income tax reporting purposes of $1,630, which
will expire beginning in 2004.
<PAGE>
The following is a reconciliation of the income tax at the federal
statutory tax rate with the provision of income taxes for the years
ended December 31:
1998 1997
Income tax benefit at statutory rate (34%) $ (124) $ (29)
Change in valuation allowance 136 32
State benefit net of federal tax (12) (3)
Provision for Income Taxes $ - $ -
<PAGE>
PART III
ITEM 1. Index to Exhibits*
The following exhibits are filed with this Registration Statement:
Exhibit No. Exhibit Name
3.1 Articles of Incorporation and Amendments thereto
3.2 By-Laws of Registrant
4. See Exhibit No. 3.1, Articles of Incorporation, Article IV
27. Financial Data Schedule
________________
2. Description of Exhibits
See Item I above.
<PAGE>
SIGNATURES
In accordance with Section 12 of the Securities and Exchange
Act of 1934, the registrant caused this registration statement to
be signed on its behalf by the undersigned, thereunto duly
organized.
JAGUAR INVESTMENT, INC.
(Registrant)
Date: April 12, 1999 By: /S/ James R. Glavas
James R. Glavas
President, Chief Executive
Officer and Director
ARTICLES OF INCORPORATION
OF
JAGUAR INVESTMENTS' INC.
I. NAME: The name of the corporation is:
JAGUAR INVESTMENTS, INC.
II. PRINCIPAL OFFICE: The location of the principal
office of this corporation within the State of Nevada is
located at: c/o Kay Carter, 1372 Idaho Street, Elko,
Nevada 89801.
III. Purpose: The purpose for which this corporation is
formed is to engage in any lawful activity.
IV. AUTHORIZATION OF CAPITAL STOCK: The amount of the
total authorization of capital stock of the corporation
shall be TWENTY THOUSAND DOLLARS ($20,000.00), consisting
of twenty million (20,000,000) shares of common stock with
a par value of ONE TENTH OF ONE CENT ($0.001) per share.
V. INCORPORATORS: The name and address of the
incorporators signing these Articles of Incorporation are
as follows:
Cherie Timothy 818 East 1300 South
Salt Lake City, Utah 84105
(Initial number of shareholders will be less than three)
VI. DIRECTORS: The governing board of this corporation
shall be known as directors, and the number of directors
may from time to time be increased or decreased in such
manner as shall be specified by the By-Laws of the
corporation; provided, however, the number of directors
shall hot be reduced to less than one (1).
The name and address of the Directors comprising the
first Board of Directors is as follows:
Cherie Timothy 818 East 1300 South
Salt Lake City, Utah 84105
(Initial number of shareholders will be less than three)
The name and residence address within the State of
Nevada of this Corporation's initial resident agent shall
be Kay Carter, 1372 Idaho Street, Elko, Nevada 89801.
VII. STOCK NON-ASSESSABLE: The capital stock or holder
thereof, after the amount of the subscription price has
been paid in, shall not be subject to any assessment
whatsoever to pay the debts of the corporation.
<PAGE>
VIII. TERM OF EXISTENCE: This corporation shall have
perpetual existence.
IX. CUMULATIVE VOTING: No cumulative voting shall be
permitted in the election of Directors.
X. PREEMPTIVE RIGHTS: Stockholders shall not be
entitled to preemptive rights.
THE UNDERSIGNED, being the incorporator hereinbefore
named for the purpose of forming a corporation pursuant to
the General Corporation Laws of the State of Nevada., does
make and file these Articles of Corporation, hereby
declaring and certifying the facts stated are true, and
accordingly has hereunto set her name this 26th day of
August 1987.
_______________________
CHERIE TIMOTHY
STATE OF UTAH )
ss.
COUNTY OF SALT LAKE )
I, Benito G. Russo, a Notary Public, hereby certify that
on the 26th day of August, 1987, Cherie Timothy personally
appeared before me who, being first duly sworn, severally
declared that she is the person who signed the foregoing document
as incorporator and that the statements therein contained are
true.
DATED this 26th day of August, 1987.
Notary Public
Residing in Salt Lake County, Utah.
My commission expires:
2-10-1989
BYLAWS
of
JAGUAR INVESTMENTS, INC.
ARTICLE I
MEETING OF STOCKHOLDERS
Section 1. The annual meeting of the stockholders of the
Company shall be held at its office in Salt Lake City,, Utah,, at
12:00 noon on the last Friday in July of each year if not a legal
holiday, and if a legal holiday, then on the next succeeding day
not a legal holiday, or as may be otherwise directed by the Board
of Directors upon written notice as hereinafter provided in this
section, for the purpose of electing directors of the Company to
serve during the ensuing year and for the transaction of such other
business as may be brought before the meeting.
At least ten days' written notice specifying the time and
place, when and where, the annual meeting shall be convened, shall
be mailed In a United States Post office addressed to each of the
stockholders of record at the time of issuing the notice at his or
her, or its address last known, as the same appears on the books of
the Company.
Section 2. Special meetings of the stockholders may be held
at the office of the Company in the State of Utah, or elsewhere
whenever called by the President, or by the Board of Directors,, or
by vote of, or by an instrument in writing signed by the holders of
a majority of the issued and outstanding capital stock of the
Company. At least ten days" written notice of such meeting,
specifying the day and hour and place, when and where such meeting
shall be convened, and objects for calling the same, shall be
mailed in the United States Post office, addressed to each of the
stockholders of record at the time of issuing the notice, at his or
her or its address last known, as the same appears on the books of
the Company.
Section 3. If all of the stockholders of the Company shall
waive notice of a meeting, no notice of such meeting shall be
required, and whenever all of the stockholders shall meet in person
or by proxy, such meeting shall be valid for all purposes without
call or notice, and at such meeting any corporate action may be
taken.
The written certificate of the officer or officers calling any
meeting setting forth the substance of the notice,
and the time and place of the mailing of the same to the several
stockholders, and the respective addresses to which the same were
mailed, shall be prima facie evidence of the manner and fact of the
calling and giving such notice.
If the address of any stockholder does not appear upon the
books of the Company, it will be sufficient to address an,.v notice
to such stockholder at the principal office of the Company.
Section 4. All business lawful to be transacted by the
stockholders of the Company may be transacted at any special
meeting or at any adjournment thereof. Only such business,
however, shall be acted upon at special meetings of the
stockholders as shall have been referred to in the notice calling
such meetings but at any stockholders' meetings at which all of the
outstanding capital stock of the Company is represented, either in
person or by proxy, any lawful business may be transacted, and such
meeting shall be valid for all purposes.
Section 5. At the stockholders' meetings the holders of a
majority of the entire issued and outstanding capital stock of
the Company shall constitute a quorum for all purposes of such
meetings.
If the holders of the amount of stock necessary to constitute
a quorum shall fail to attend, in person or by proxy, at the time
and place fixed by these Bylaws for any annual meeting, or fixed by
a notice as above provided for a special meeting, a majority in
interest of the stockholders. present in person or by proxy may
adjourn from time to time without notice other than by announcement
at the meeting, until holders of the amount of stock requisite to
constitute a quorum shall attend. At any such adjourned meeting at
which a quorum shall be present, any business may be transacted as
originally called.
Section 6. At each meeting of the stockholders every
stockholder. shall be entitled to vote in person or by his duly
authorized proxy appointed by instrument in writing subscribed by
such stockholder or by his duly authorized attorney. Each
stockholder shall have one vote for each share of stock standing
registered in his or her or its name on the books of the
Corporation ten days preceding the day of such meeting. The votes
upon any question before the meeting shall be viva voce.
At each meeting of the stockholders, a full, true and complete
list, in alphabetical order, of all the stockholders entitled to
vote at such meeting, and indicating the number of shares held by
each, certified by the Secretary of the Company, shall be
furnished, which list shall be prepared at least ten days before
such meeting, and shall be open to the inspection of the
stockholders, or their agents or proxies, at the place where such
meeting is to be held and for ten days prior thereto. Only the
persons in whose names shares of stock are registered on the books
of the Company for ten days preceding the date of such meeting, as
evidenced by the list of stockholders, shall be entitled to vote at
such meeting. Proxies and powers of attorney to vote must be filed
with the Secretary of the Company before an election or a meeting
of the stockholders, or they cannot be used at such election or
meeting.
Section 7. At each meeting of the stockholders the polls shall
be opened and closed; the proxies and ballots issued, received, and
be taken in charge of, for the purpose of the meeting, and all
questions touching the qualifications of voters and validity of
proxies, and the acceptance or rejection of votes, shall be decided
by two inspectors. Such inspectors shall be appointed at the
meeting by the presiding officer of the meeting.
Section 8. At the stockholders' meetings, the regular order of
business shall be as follows:
1. Reading and approval of the Minutes of previous meeting
or meetings
2. Reports of the Board of Directors, the President,
Treasurer and Secretary of the Company in the order named
3. Reports of Committee
4. Election of Directors
5. Unfinished business
6. New business
7. Adjournment
ARTICLE II
DIRECTORS AND THEIR MEETINGS
Section 1. The Board of Directors of the Company shall
consist of not less than three (3) nor more than nine (9) persons
who shall be chosen by the stockholders annually at the annual
meeting of the Company, and who shall hold office for one year, and
until their successors are elected and qualify.
Section 2. When any vacancy occurs among the Director by
death, resignation, disqualification or other cause, stockholders,
at any regular or special meeting, or at any adjourned meeting
thereof, or the remaining Directors, by the affirmative vote of a
majority thereof, shall elect a successor to hold office for the
unexpired portion of the term of the Director whose place shall
have become vacant and. until his successor shall have been elected
and shall qualify.
Section 3. Meetings of the Directors may be held at the
principal office of the Company in the State of Utah, or elsewhere
at such place or places as the Board of Directors may, from time to
time, determine.
Section 4. Without notice or call, the Board of Directors
shall hold its first annual meeting for the year immediately after
the annual meeting of the stockholders or immediately after the
election of Directors at such annual meeting.
Special meetings of the Board of Directors may be held on
the call of the President or Secretary on at least three (3) days
notice by mail or telegraph.
Any meeting of the Board no matter where held, at which
all of the members shall be present, even though without or of
which notice shall have been waived by all absentees, provided a
quorum shall be present, shall be valid for all purposes unless
otherwise indicated in the notice calling the meeting or in the
waiver of notice.
Any and all business may be transacted by any meeting of
the Board of Directors, either regular or special.
Section 5. A majority of the Board of Directors in office
shall constitute a quorum of the transaction of business, but if at
any meeting of the Board there be less than a quorum present, a
majority of those present may adjourn from time to time, until a
quorum shall be present, and no notice of such adjournment shall be
required. The Board of Directors may prescribe rules not in
conflict with these Bylaws for the conduct of its business;
provided however, that in the fixing of salaries of the officers of
the Corporation, the unanimous action of all of the Directors shall
be required.
Section 6. A Director need not be a stockholder of the
Corporation.
Section 7. The Directors shall be allowed and paid all
necessary expenses incurred in attending any meeting of the Board,
but shall not receive any compensation for their services as
Directors until such time as the Company is able to declare and pay
dividends on its capital stock.
Section 8. The Board of Directors shall make a report to the
stockholders at annual meetings of the stockholders of the
condition of the Company, and shall, at request, furnish each of
the stockholders with a true copy thereof.
The Board of Directors in its discretion may submit any
contractor act for approval or ratification at any annual meeting
of the stockholders called for the purpose of considering any such
contractor act, which, if approved, or ratified by the vote of the
holders of a majority of the capital stock of the Company
represented in person or by proxy at such meetings provided that a
lawful quorum of stockholders be there represented in person or by
proxy, shall be valid and binding upon the Corporation and upon all
the stockholders thereof, as if it had been approved or ratified by
every stockholder of the Corporation.
Section 9. The Board of Directors shall have the power from
time to time to provide for the management of the offices of the
Company in such a manner as they see fit, and in particular from
time. to time to delegate any of the powers of the Board in the
course of the current business of the Company to any standing or
special committee or to any officer or agent and to appoint any
persons to be agents of the Company with such powers (including the
power to subdelegate) and upon such terms as may be deemed fit.
Section 10. The Board of Directors is invested with the
complete and unrestrained authority in the management of all the
affairs of the Company, and is authorized to exercise for such
purpose as the General Agent of the Company, its entire corporate
authority.
Section 11. The regular order of business at meetings of the
Board of Directors shall be as follows:
1. Reading and approval of the minutes of any
previous meeting or meetings;
2. Reports of officers and committeemen;
3. Election of officers;
4. Unfinished business;
5. New business;
6. Adjournment.
ARTICLE III
OFFICERS AND THEIR DUTIES
Section 1. The Board of Directors, at its first and after
each meeting after the annual meeting of stockholders, shall elect
a President, a Vice President, a Secretary and a Treasurer, to hold
office for one (1) year next doming and until their successors are
elected and qualify. The offices of the Secretary and Treasurer
may be held by one person.
Any vacancy in any of said offices may be filled by the
Board of Directors.
The Board of Directors may from time to time, by
resolution, appoint such additional Vice Presidents and additional
Assistant Secretaries, Assistant Treasurer and Transfer Agents of
the Company as it may deem advisable; prescribe their duties, and
fix their compensation, and all such appointed officers shall be
subject to removal at any time by the Board of Directors. All
officers, agents and factors of the Company shall be chosen and
appointed in such manner and shall hold their office for such terms
as the Board of Directors may by resolution prescribe.
Section 2. The President shall be the executive officer of
the Company and shall have the supervision and, subject to the
control of the Board of Directors, the direction of the Company's
affairs, with full power to execute all resolutions and orders of
the Board of Directors not especially entrusted to some other
officer of the Company. He shall be a member of the Executive
Committee, and the Chairman thereof; he shall preside at all
meetings of the Board of Directors and at all meetings of the
stockholders, and shall sign the Certificates of Stock issued by
the Company, and shall perform such other duties as shall be
prescribed by the Board of Directors.
Section 3. The Vice President shall be vested with all the
powers and perform all the duties of the President in his absence
or inability to act, including the signing of the Certificates of
Stock issued by the Company, and he shall so perform such other
duties as shall be prescribed by the Board of Directors.
Section 4. Subject to the specific direction and control of
the President, or as may otherwise be prescribed by the Board of
Directors, the Treasurer shall have the custody of all of the funds
and securities of the Company during his term of office. Upon
cessation of his term for any reason, the Treasurer shall
immediately relinquish possession of all funds, securities and
related instruments or documents, or other indicia of the same to
the President or another officer of the Company so designated by
the President or the Board of Directors to receive possession of
said items. When necessary or proper he shall endorse on behalf of
the Company for collection checks, notes, and other obligations; he
shall deposit all monies to the credit of the Company in such bank
or banks or other depository as the Board of Directors may
designate; he shall sign all receipts and vouchers for payment made
by the Company, except as herein otherwise Provided. He shall sign
with the President all bills of exchange and promissory notes of
the Company; he shall also have the care and custody of the stocks,
bonds, certificates, vouchers, evidence of debts, securities, and
such other property belonging to the Company as the Board of
Directors shall designate; be shall sign all papers required by law
or by these Bylaws or the Board of Directors to be signed by the
Treasurer. Whenever required by the Board of Directors, he shall
render a statement of his cash account; he shall enter regularly in
the books of the Company to be kept by him for the purpose, full
and accurate accounts of all monies received and paid by him on
account of the Company. He shall at all reasonable times exhibit
the books of account to any Directors of the Company during
business hours, and he shall perform all acts incident to the
position of Treasurer subject to the control of the Board of
Directors.
The Treasurer shall, if required by the Board of
Directors, give bond to the Company conditioned for the faithful
performance of all his duties as Treasurer in such sum, and with
such security as shall be approved by the Board of Directors, with
expense of such bond to be borne by the Company.
Section 5. The Board of Directors may appoint an Assistant
Treasurer who shall have such powers and perform such duties as may
be prescribed for him by the Treasurer of the Company or by the
Board of Directors, and the Board of Directors shall require the
Assistant Treasurer to give a bond to the Company in such sum and
with such security as it shall approve, as conditioned for the
faithful performance of his duties as Assistant Treasurer, the
expense of such bond to be borne by the Company.
Section 6. The Secretary shall keep the Minutes of all
meetings of the Board of Directors and the Minutes of all meetings
of the stockholders and of the Executive Committee in books
provided for that purpose. He shall attend to the giving and
serving of all notices of the Company; he may sign with the
President or Vice President in the name of the Company, all
contracts authorized by the Board of Directors or Executive
Committee; he shall affix the corporate seal of the Company thereto
when so authorized by the Board of Directors or Executive
Committee; he shall affix the corporate seal to all certificates of
stock duly issued by the Company; he shall have charge of stock
certificate papers as the Board of Directors or the Executive
Committee may direct, all of which shall at all reasonable times be
open to the examination of any Director upon application at the
office of the Company during business hours and he shall, in
general, perform all duties incident to the office of Secretary.
Section 7. The Board of Directors may appoint an Assistant
Secretary who shall have such powers and perform such duties as may
be prescribed for him by the Secretary of the Company or by the
Board of Directors.
Section 8. Unless otherwise ordered by the Board of Directors,
the President shall have full power and authority on behalf of the
Company to attend and to act and to vote at any meeting of the
stockholders of any corporation in which the Company may hold
stock, and at any such meeting,, shall possess and may exercise any
and all rights and powers incident to the ownership of such stock,
and which as the new owner thereof, the Company might have
possessed and exercised if present. The Board of Directors, by
resolution, from time to time, may confer like powers on any person
or persons in place of the President to represent the Company for
the purposes in this section mentioned.
ARTICLE IV
CAPITAL STOCK
Section 1. The capital stock of the Company shall be issued in
such manner and at such times and upon such conditions as shall be
prescribed by the Board of Directors.
Section 2. ownership of stock in the Company shall be
evidenced by certificates of stock in such forms as shall be
prescribed by the Board of Directors, and shall be under the seal
of the Company and signed by the President or the Vice President
and also by the Secretary or by an Assistant Secretary.
All certificates shall be consecutively numbered; the
name of the person owning the shares represented thereby with the
number of such shares and the date of issue shall be entered on the
Company's books.
No certificate shall be valid unless it is signed by the
President or Vice President and by the Secretary or Assistant
Secretary.
All certificates surrendered to the Company shall be
cancelled and no new certificate shall be issued until the former
certificate or the same number of shares shall have been
surrendered or cancelled.
Section 3. No transfer of stock shall be valid as against the
Company except on surrender and cancellation of the certificate
therefor, accompanied by an assignment of transfer by the owner
therefor, made either in person or under assignment. A new
certificate shall be issued therefor.
Whenever any transfer shall be expressed as made for
collateral security and not absolutely, the same shall be so
expressed in the entry of said transfer on the books of the
Company.
Section 4. The Board of Directors shall have power and
authority to make all such rules and regulations not inconsistent
herewith as it may deem expedient concerning the issue, transfer
and registration of certificates for shares of the capital stock of
the Company.
The Board of Directors may appoint a transfer agent and
a registrar of transfers and may require all stock certificates to
bear the signature of such transfer agent and such registrar of
transfer.
Section 5. The Stock Transfer Books shall be closed for all
meetings of the stockholders for the period of ten (10) days prior
to such meetings and shall be closed for the payment of dividends
during such periods as from time to time may be fixed by the Board
of Directors, and during such periods no stock shall be
transferable.
Section 6. Any person or persons applying for a certificate
of stock in lieu of one alleged to have been lost or destroyed,
shall make affidavit or affirmation of the fact, and shall deposit
with the Company an affidavit. Whereupon, at the end of six
months after the deposit of said affidavit and upon such person or
persons giving the Bond of Indemnity to the Company with surety to
be approved by the Board of Directors in double the current value
of stock against any damage, loss or inconvenience to the Company
which may or can arise in consequence of a new or duplicate
certificate, or a duplicate of the certificate so lost or
destroyed. The Board of Directors may, in its discretion, refuse
to issue such new or duplicate certificate save upon the order of
some court having jurisdiction in such matter, anything herein to
the contrary notwithstanding.
ARTICLE V
OFFICES AND BOOKS
Section 1. The principal office of the Corporation, in Salt
Lake City, Utah, shall be at 4455 South 700 E. #l07, 84107 and the
Company may have a principal office in any other state or territory
as the Board of Directors may designate.
Section 2. The Stock and Transfer Books and a copy of the
Bylaws and Articles of Incorporation of the Company shall be kept
at this principal office in the County of Salt Lake, State of Utah,
for the inspection of all who are authorized or have the right to
see the same, and for the transfer of stock. All other books of
the Company shall be kept at such places as may be prescribed by
the Board of Directors.
ARTICLE VI
MISCELLANEOUS
Section 1. The Board of Directors shall have power to reserve
over and above the capital stock paid in, such an amount in its
discretion as it may deem advisable to fix as a reserve fund, and
may, from time to time, declare dividends from the accumulated
profits of the Company in excess of the amounts so reserved, and
pay the same to the stockholders of the Company and may also, if it
deems the same advisable, declare stock dividends of the unissued
capital stock of the Company.
Section 2. No agreement, contract or obligation (other than
checks in payment of indebtedness incurred by authority of the
Board of Directors) involving the payment of monies or the credit
of the Company for more than FIFTY THOUSAND DOLLARS ($50,000), or
shall be made without the authority of the Board of Directors, or
of the Executive Committee acting as such.
ARTICLE VII
AMENDMENT OF BYLAWS
Section 1. Amendments and changes of these Bylaws may be made
at any regular or special meeting of the Board of Directors by a
vote of not less than all of the entire Board, or may be made by a
vote of, or a consent in writing signed by the holders of a
majority of the issued and outstanding stock.
KNOW ALL MEN BY THESE PRESENTS: That we, the undersigned,
being the Directors of the above-named corporation, do hereby
consent to the foregoing Bylaws and adopt the same as and for the
Bylaws of the Corporation.
IN WITNESS WHEREOF, we have hereunto set our bands this 29th July, 1988.
______________________________
CHERIE TIMOTHY
______________________________
ARTHUR L. BIXBY
______________________________
JAMES R. GLAVAS
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
EXTRACTED FROM THE JAGUAR INVESTMENTS, INC. FINANCIAL
STATEMENTS FOR THE PERIOD ENDED DECEMBER 31, 1998 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-1-1998
<PERIOD-END> DEC-31-1998
<CASH> 2,540
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 2,540
<CURRENT-ASSETS> 2,540
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 2,540
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 1,390
<OTHER-SE> 2,780
<TOTAL-LIABILITY-AND-EQUITY> 2,540
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 365
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (365)
<INCOME-TAX> 0
<INCOME-CONTINUING> (365)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (365)
<EPS-PRIMARY> (0.00)
<EPS-DILUTED> (0.00)
</TABLE>
