SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
(Mark One)
(X) Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 [No fee required] for the fiscal year ended
December 31, 1999
( ) Transition Report Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934 [No fee required} For the
Transition Period from to
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Commission File Number 0-25753
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JAGUAR INVESTMENTS, INC.
(Name of Small Business Issuer as Specified in its Charter)
Nevada 87-0449667
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State or other jurisdiction of (IRS Employer ID NO.)
incorporation of organization
1037 East 3300 South Suite 203 Salt Lake City, Utah 84106
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(Address of principal executive offices)
Issuer's telephone Number: 801-467-6715
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, Par
value $.001 per share
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(b) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES X NO
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Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-B is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB.
The Issuer's revenues for its most recent fiscal year were $ NONE .
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Aggregate market value of the common stock of Registrant held by
nonaffiliates computed by reference to the average bid and asked price of the
common stock as of March 20, 2000, was $ NONE.
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As of December 31, 1999, 1,310,000 shares of common stock were outstanding.
Documents incorporated by reference: None.
Transitional small business disclosure format: No.
This Form 10-KSB consists of 35 pages. Exhibits are indexed at page 23.
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JAGUAR INVESTMENTS, INC
FORM 10-KSB
FOR THE YEAR ENDED DECEMBER 31, 1999
Part I
ITEM 1. Description of Business
ITEM 2. Description of Property
ITEM 3. Legal Proceedings
ITEM 4. Submission of Matters to a Vote of Security Holders
PART II
ITEM 5. Market for Company's Common Equity and Related Stockholder
Matters
ITEM 6. Management's Discussion and Analysis or Plan of Operations
ITEM 7. Financial Statements
ITEM 8. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure
PART III
ITEM 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act
ITEM 10. Executive Compensation
ITEM 11. Security Ownership of Certain Owners and Management
ITEM 12. Certain Relationships and Related Transactions
ITEM 13. Exhibits, Financial Statement Schedules and Reports on Form
8-K
FINANCIAL STATEMENTS
Independent Auditor's Report
Balance Sheet
Statements of Operation
Statements of Stockholders' Equity (Deficit)
Statements of Cash Flows
Notes to Financial Statements
Signatures
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PART I
ITEM 1. Description of Business
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 filed a registration statement on Form 10-SB in order to
make information concerning itself more readily available to the public. The
registration statement became effective on August 17, 1999. 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
anticipates that it will continue to file such reports, notwithstanding the fact
that, in the future, it may not otherwise be required to file such reports based
on the criteria set forth under Section 12(g) 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
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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 undue 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 acquisition s 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
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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.
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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
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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
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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 an information statement pursuant
to Regulation 14C of the Exchange Act if the action is taken by written consent.
Under the corporation laws of the State of Nevada, shareholders of the
Company may be entitled to assert dissenters, rights if the Company acquires or
merges with a business opportunity. Shareholders will be entitled to dissent
from and obtain payment of the fair value of their shares in the event of
consummation of a plan of merger to which the Company is a party, if approval by
the shareholders is required under applicable Nevada law. Also, shareholders
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will be entitled to dissenters' rights if the Company enters into a share
exchange if the Company's shares are to be acquired. A shareholder who is
entitled to assert dissenter's rights and obtain of the fair value for their
shares, may not challenge the corporate action creating this entitlement, unless
the action is unlawful or fraudulent with respect to the shareholder or the
Company. A dissenting shareholder shall refrain from voting their shares in
approval of the corporate action. If the proposed action is approved by the
required vote of shareholders, the Company must give notice to all shareholders
who delivered to the Company their written notice of dissent.
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.
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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 FIS of this Form
10-SB for a report of the Company's operating history for the past two fiscal
years.
ITEM 2. 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-KSB.
ITEM 3. 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 4. Submission of Matters to a Vote of Security Holders.
No matters were submitted to a vote of registrants securities holders in the
fourth quarter of the fiscal year covered by this report.
Part II
ITEM 5. Market for Common Equity and Related Stockholder Matters.
The Company's common shares are traded on the OTCBB under the symbol "JGUR". The
market is inactive and the shares are quoted at $1.00 bid and $7.00 asked as of
March 19, 2000. The bid information was obtained from published quotations on
the OTCBB and reflect inter-dealer prices, without retail mark-up, mark-down or
commission and may not represent actual transactions. The Company has 35
shareholders of its common shares. No other class of securities are outstanding.
The Company has not paid any dividends on its common stock and none are expected
to be paid in the foreseeable future. There are no restrictions that limit the
ability to pay dividends and none are anticipated in the future.
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ITEM 6. Management's Discussion and Analysis or Plan of Operation.
The following information should be read in conjunction with the financial
statements and notes thereto appearing elsewhere in the Form 10-KSB.
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.
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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 $13,399 of net operating loss
carry forwards as of December 31, 1999, 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 carry forwards. 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 carry forwards which can be used. No tax benefit has been
reported in the financial statements for the year ended December 31, 1999
because there is a 50% or greater chance that the carry forward will not be
used. Accordingly, the potential tax benefit of the loss carry forward is offset
by a valuation allowance of the same amount.
Recent Accounting Pronouncements
The Financial Accounting Standards Board ("FASBII) has issued Statement
of Financial Accounting Standard (11SFAS11) 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
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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 Post retirement Benefits," which standardizes the disclosure
requirements for pensions and other Post retirement 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.
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All directors hold office until the next annual meeting of stockholders
and until their successors have been duly elected an 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, incorporated in Nevada on August 12, 1987. Mr. Glavas
also was the President and a director of Asphalt Associates, Inc. from 1987 to
1998, incorporated in Nevada on May 18, 1987; the President and a director of
Erawest, Inc. from 1987 to 1996, incorporated in Nevada as Wolverine Associates
on August 14, 1987; the President and a director of Venturecap, Inc. from 1987
to 1995, incorporated in Nevada on May 14, 1987; and President and a director of
Macaw One, Inc. from 1987 to 1996, incorporated in Nevada as Alydar Investments,
Inc. on September 1, 1987. Each of these companies may be deemed to have been a
shell or blank check company at these times.
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. Also, from 1996 to 1998, he was Secretary and a director of Asphalt
Associates, Inc., and from 1994 to 1996, he was Secretary and a director of
Erawest, Inc. From 1996 to 1997, Mr. Smart was President and a director of Oak
Hill, Inc., a Nevada shell or blank check company incorporated as Jackal, Inc.
on December 1, 1987
On March 1, 1999, Shur De Cor, Inc. merged with Interactive Marketing
Technology, Inc., a direct response marketing company. At the time of the
merger, the private entity had only nominal assets. Its shares are traded on the
OTC Bulletin Board as Interactive Marketing Technology, Inc. (.trading symbol
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"IMAK"), closing at $3.00 on July 12, 1999. In 1998, Asphalt Associates, Inc.
merged with Pacific Web Works, Inc., engaged in the business of engineering
software technology for the Internet. At the time of the merger, the private
entity had assets of approximately $29,000. Its shares are traded on the OTC
Bulletin Board as Pacific Web Works, Inc. (trading symbol ("PWEBE") , closing on
July 12, 1999 at $5.50. In 1996, Erawest, Inc. entered into a Stock-for-Stock
Acquisition Agreement with Universal Dynamics Pty Ltd., a privately held
Australian company and provider of telecommunication services. At the time of
the acquisition, the private entity had assets of approximately $100,000. Its
shares are traded on the OTC Bulletin Board as Erawest, Inc. (trading symbol
"ERAW") ,closing on July 12, 1999 at $.625. In 1996, Macaw One, Inc. merged with
Communique Wireless, Inc., an information technology services company
specializing in providing software re-engineering. The company subsequently
changed its name to Formal Systems America, Inc. At the time of the merger, the
private entity had assets of approximately $42,OOO.Its shares are traded on the
OTC Bulletin Board as Formal Systems America, Inc. (trading symbol "FSAI") ,
closing on July 12, 1999 at $.72. In l997, Oak designer, of custom Hill, Inc.
merged with Thermoview Industries, Inc., a manufacturer, marketer, installer and
service provider vinyl new and replacement windows and other home improvement
products. At the time of the merger, the private entity had assets of
approximately $890,000. Its shares are traded on the OTC Bulletin Board as
Thermoview Industries, Inc. (trading symbol 11TVII11), closing on July 12, 1999
at $4.00.
In each of the aforementioned acquisitions and mergers, restricted
securities were issued, none of which were subject to a registration statement.
Both Mr. Glavas and Mr. Smart have resigned as a director and executive officer
from each of the aforementioned companies, and did not have any affiliation with
the successor company after the business combination. Neither individual
received consideration from the shell or blank check issuer in connection with
any of the acquisitions or mergers.
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.
15
<PAGE>
Currently, there is no arrangement, agreement or understanding between
the Company's management and non-management shareholders under which
nonmanagement 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.
Brace 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 in 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.
16
<PAGE>
Inflation
In the opinion of management, inflation has not had a material effect
on the operations of the Company.
Risk Factors and Cautionary Statements
This Annual Report 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 7. Financial Statements.
See pages 26 through 33 herein.
--- ---
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure. (add info. as necessary)
There were no changes in or disagreement with the Company's accountants
subsequent to the Company becoming subject to section 13 of the Exchange Act on
August 17, 1999. Prior thereto, the Company changed accountants in March 1999.
The change was for reasons unrelated to the categories set forth in Item 304 of
Regulation S - B.
PART III
ITEM 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.
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
17
<PAGE>
All directors hold office until the next annual meeting of stockholders and
until their successors have been duly elected an 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, incorporated in Nevada on August 12, 1987. Mr. Glavas
also was the President and a director of Asphalt Associates, Inc. from 1987 to
1998, incorporated in Nevada on May 18, 1987; the President and a director of
Erawest, Inc. from 1987 to 1996, incorporated in Nevada as Wolverine Associates
on August 14, 1987; the President and a director of Venturecap, Inc. from 1987
to 1995, incorporated in Nevada on May 14, 1987; and President and a director of
Macaw One, Inc. from 1987 to 1996, incorporated in Nevada as Alydar Investments,
Inc. on September 1, 1987. Each of these companies may be deemed to have been a
shell or blank check company at these times.
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. Also, from 1996 to 1998, he was Secretary and a director of Asphalt
Associates, Inc., and from 1994 to 1996, he was Secretary and a director of
Erawest, Inc. From 1996 to 1997, Mr. Smart was President and a director of Oak
Hill, Inc., a Nevada shell or blank check company incorporated as Jackal, Inc.
on December 1, 1987
On March 1, 1999, Shur De Cor, Inc. merged with Interactive Marketing
Technology, Inc., a direct response marketing company. At the time of the
merger, the private entity had only nominal assets. Its shares are traded on the
OTC Bulletin Board as Interactive Marketing Technology, Inc. (trading symbol
"IMAK"), closing at $3.00 on July 12, 1999. In 1998, Asphalt Associates, Inc.
merged with Pacific Web Works, Inc., engaged in the business of engineering
software technology for the Internet. At the time of the merger, the private
entity had assets of approximately $29,000. Its shares are traded on the OTC
Bulletin Board as Pacific Web Works, Inc. (trading symbol ("PWEBE") , closing on
July 12, 1999 at $5.50. In 1996, Erawest, Inc. entered into a Stock-for-Stock
Acquisition Agreement with Universal Dynamics Pty Ltd., a privately held
Australian company and provider of telecommunication services. At the time of
18
<PAGE>
the acquisition, the private entity had assets of approximately $100,000. Its
shares are traded on the OTC Bulletin Board as Erawest, Inc. (trading symbol
"ERAW") ,closing on July 12, 1999 at $.625. In 1996, Macaw One, Inc. merged with
Communique Wireless, Inc., an information technology services company
specializing in providing software re-engineering. The company subsequently
changed its name to Formal Systems America, Inc. At the time of the merger, the
private entity had assets of approximately $42,000. Its shares are traded on the
OTC Bulletin Board as Formal Systems America, Inc. (trading symbol "FSAI") ,
closing on July 12, 1999 at $.72. In1997, Oak designer, of custom Hill, Inc.
merged with Thermoview Industries, Inc., a manufacturer, marketer, installer and
service provider vinyl new and replacement windows and other home improvement
products. At the time of the merger, the private entity had assets of
approximately $890,000. Its shares are traded on the OTC Bulletin Board as
Thermoview Industries, Inc. (trading symbol 11TVII11), closing on July 12, 1999
at $4.00.
In each of the aforementioned acquisitions and mergers, restricted
securities were issued, none of which were subject to a registration statement.
Both Mr. Glavas and Mr. Smart have resigned as a director and executive officer
from each of the aforementioned companies, and did not have any affiliation with
the successor company after the business combination. Neither individual
received consideration from the shell or blank check issuer in connection with
any of the acquisitions or mergers.
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.
19
<PAGE>
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.
20
<PAGE>
ITEM 10. 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 11. Security Ownership of Certain Beneficial owners and Management.
The following table sets forth information, to the best of the
Company's knowledge, as of December 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.
<TABLE>
<CAPTION>
Name and Address Amount and Nature of Percent
of Beneficial Owner Beneficial Ownership of Class(l)
- ------------------- -------------------- -----------
<S> <C> <C>
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 70,000 7.2%
6640 South 2475 East
Salt Lake City, UT 84121
</TABLE>
21
<PAGE>
<TABLE>
<CAPTION>
Name and Address Amount and Nature of Percent
of Beneficial Owner Beneficial Ownership of Class(l)
- ------------------- -------------------- -----------
<S> <C> <C>
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
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.
(l) Based upon 1,310,000 shares of common stock outstanding
on December 31, 1999.
</TABLE>
ITEM 12. 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
22
<PAGE>
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.
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. Such fees are estimated to be
customarily between 1% and 5% of the size of the transaction, based upon a
sliding scale of the amount involved. Management cannot at this time make an
estimate as to the type or amount of a potential finder's fee that might be
paid, but is expected to be comparable to consideration normally paid in like
transactions. 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. Any
such fee would have to be approved by the shareholders or a disinterested Board
of Directors. See Item 2 "Description of Business - Form of Potential
Acquisition or Merger" above.
ITEM 13. Exhibits and Reports on Form 8-K
(a). Exhibit Index
1. Articles of Incorporation
2. Form 10-Q for 3rd Quarter 1999
PART F/S
The Company's financial statements for the fiscal years ended December
31, 1999 and 1998 have been examined to the extent indicated in their reports by
Jones, Jensen & Co., 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 Part FS of this Form 10-KSB.
23
<PAGE>
JAGUAR INVESTMENTS, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
December 31, 1999 and 1998
24
<PAGE>
CONTENTS
Independent Auditors' Report...........................26
Balance Sheet..........................................27
Statements of Operations...............................28
Statements of Stockholders' Equity (Deficit).........29-30
Statements of Cash Flows ..............................31
Notes to the Financial Statements....................32-33
25
<PAGE>
[GRAPHIC OMITTED]
JONES, JENSEN
& COMPANY, LLC
-------------------------------------------
CERTIFIED PUBLIC ACCOUNTANTS AND CONSULTANTS
INDEPENDENT AUDITORS' REPORT
----------------------------
Jaguar Investment, Inc.
(A Development Stage Company)
Salt Lake City, Utah
We have audited the accompanying balance sheet of Jaguar Investments, Inc, (a
development stage company) as of December 31, 1999 and the related statements of
operations, stockholders' equity (deficit) and cash flows for the year ended
December 31, 1999. 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, The financial statements of Jaguar
Investments, Inc. (a development stage company) as of December 31,1998, were
audited by other auditors whose report, dated January 30, 1999, expressed an
unqualified opinion on those statements.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit 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 audit provides 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. (a
development stage company) as of December 31, 1999 and the results of its
operations and its cash flows for the years ended December 31, 1999 in
conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company is a development stage company with no
significant operating results to date, which raises substantial doubt about Its
ability to continue as a going concern. Management's plans in regard to these
matters are also described in Note 2. The financial statements do not Include
any adjustments that might result from the outcome of the uncertainty.
/s/Jones, Jensen & Company
- --------------------------
Jones, Jensen & Company
Salt Lake City, Utah
February 28, 2000
[GRAPHIC OMITTED]
26
<PAGE>
<TABLE>
JAGUAR INVESTMENTS, INC.
(A Development Stage Company)
Balance Sheet
<CAPTION>
ASSETS
------
December 31,
1999
------------
<S> <C>
CURRENT ASSETS
Cash $ 48
-------
Total Current Assets
48
-------
TOTAL ASSETS $ 48
=======
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
----------------------------------------------
CURRENT LIABILITIES
Accounts payable $ 500
Accounts payable - related party
(Note 3) 300
-------
Total Current Liabilities 800
-------
TOTAL LIABILITIES 800
-------
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock: 20,000,000 shares authorized
of $0.001 par value, 1,310,000
shares issued
and outstanding 1,310
Additional paid-in capital 11,337
Deficit accumulated during the development stage (13,399)
-------
Total Stockholders Equity
(Deficit) (752)
-------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT) $ 48
=======
</TABLE>
The accompanying notes are an integral part of these financial statements.
27
<PAGE>
JAGUAR INVESTMENTS, INC.
(A Development Stage Company)
Statements of Operations
From
Inception on
October 28,
For the Years Ended 1987 Through
December 31 December 31,
----------- ------------
1999 1998 1999
---- ---- ----
REVENUES $ _ $ $ -
EXPENSES (11,769) (365) (13,399)
-------- ------ --------
NET LOSS $(11,769) $ (365) $(13,399)
======== ====== ========
BASIC LOSS PER SHARE OF
COMMON STOCK $ (0.01) $(0.00)
-------- ------
The accompanying notes are an integral part of these financial statements.
28
<PAGE>
<TABLE>
JAGUAR INVESTMENTS, INC.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
<CAPTION>
Deficit
Accumulated
Additional During the
Common Stock Paid-In Development
Shares Amount Capital Stage
------ ------ ------- -----
<S> <C> <C> <C> <C>
At inception on October 28, 1987 - $ - $ - $ -
Common stock issued for cash,
July 29, 1988, $0.003 per share 300,000 300 600 -
Common stock Issued for cash,
February 10, 1989, $0.003 per share 420,000 420 840 -
Common stock Issued to Directors
for services, July 27, 1990, $0.003
per share 2,000 2 4 -
Common stock issued for cash,
March 15, 1991, $0.003 per share 350,000 350 700 -
Common stock issued to Directors
for services, July 26, 1991, $0.003
per share 2,500 2 5 -
Common stock issued for cash,
May 8, 1992, $0.003 per share 230,000 230 460 -
Common stock issued for services,
July 17, 1992, $0.003 per share 3,500 4 7 -
Common stock Issued to Directors
for services, July 16, 1993, $0.003
per share 2,000 2 4 -
Net loss for the cumulative perlod
October 28, 1987 through December
31, 1996 - - - (1,180)
--------- ------- ------- --------
Balance, December 31, 1996 1,310,000 1,310 2,620 (1,180)
Net loss for the year ended
December 31, 1997 - - - (85)
--------- ------- ------- --------
Balance, December 31, 1997 1,310,000 $ 1,310 $ 2,620 $ (1,266)
--------- ------- ------- --------
</TABLE>
The accompanying notes are an integral part of these financial statements.
29
<PAGE>
<TABLE>
JAGUAR INVESTMENTS, INC.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit) (Continued)
<CAPTION>
Deficit
Accumulated
Additional During the
Common Stock Paid-In Development
Shares Amount Capital Stage
------ ------ ------- -----
<S> <C> <C> <C> <C>
Balance, December 31, 1997 1,310,000 $ 1,310 $ 2,620 $ (1,265)
Common stock issued for services,
October 23, 1998, $0.003 per share 80,000 80 160 -
Net loss for the year ended
December 31, 1998 - - - (365)
--------- ------- --------- --------
Balance, December 31, 1998 1,390,000 1,390 2,780 (1,630)
Contributed capital - - 8,477 -
Cancellation of shares (80,000) (80) 80 -
Net loss for the year ended
December 31, 1999 - - - (11,769)
--------- ------- --------- --------
Balance, December 31, 1999 1,310,000 $ 1,310 $ 11,337 (13,399)
========= ======= ========= ========
</TABLE>
The accompanying notes are an integral part of these financial statements,
30
<PAGE>
<TABLE>
JAGUAR INVESTMENTS, INC.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
<CAPTION>
From
Inception on
October 28,
For the Years Ended 1987 Through
December 31, December 31,
------------ ------------
1999 1998 1999
------- ------- -------
CASH FLOWS FROM OPERATING ACTIVITIES
<S> <C> <C> <C>
Net loss $ (11,769) $ (385) $ (13,399)
Adjustments to reconcile net loss to
net cash used by operating activities:
Stock issued for services - 240 270
Changes In operating assets and liabilities:
Increase (decrease) In accounts payable 800 - 800
-------- ------ ---------
Net Cash Used by Operating Activities (10,969) (125) (12,329)
-------- ------ ---------
CASH FLOWS FROM INVESTING ACTIVITIES - - -
-------- ------ ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Contribution of capital by shareholder 8,477 - 8,477
Issuance of common, stock for cash - - 3,900
-------- ------ ---------
Nat Cash Provided by Financing Activities 8,477 - 12,377
-------- ------ ---------
NET INCREASE (DECREASE) IN CASH (2,492) (125) 48
CASH AT BEGINNING OF PERIOD, 2,540 2,665 -
-------- ------ ---------
CASH AT END OF PERIOD $ 48 $ 2,540 $ 48
======== ====== =========
CASH PAID FOR:
Interest $ - $ - $ -
Income taxes $ - $ - $ -
NON-CASH FINANCING ACTIVITIES
Common stock issued for services $ - $ 240 $ 270
</TABLE>
The accompanying notes are an integral part of these financial statements.
31
<PAGE>
JAGUAR INVESTMENTS, INC.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1999
NOTE 1 - ORGANIZATION AND HISTORY
The Company was incorporated on October 28, 1987 under the laws of
the State of Nevada. The Company currently has no operations and
is considered a development stage company which is seeking a
merger or acquisition by an operating company.
a. Accounting Method
The Company's financial statements are prepared using the accrual
method of accounting. The Company has elected a calendar year end.
b. Cash and Cash Equivalents
Cash equivalents Include short-term, highly liquid Investments
with maturities of three months or less at the time of
acquisition,
c. Basic Loss Per Share
For the Year Ended
December 31,1999
----------------------------------------
Loss Shares Per Share
(Numerator) (Denominator) Amount
----------- ----------- ------
Net loss $(11,769) $1,310,000 $ (0.01)
========== ========== ==========
For the Year Ended
December 31,1998
----------------------------------------
Loss Shares Per Share
(Numerator) (Denominator) Amount
----------- ----------- ------
Net loss $ (365) 1,310,000 $ (0.00)
========== ========== ==========
The computations of basic loss per share of common stock are based
on the weighted average. number of shares outstanding at the date
of the financial statements.
d. Provision for Taxes
At December 31, 1999, the Company had net operating loss
carryforwards of approximatetly $13,000 that may be offset against
future taxable income through 2019. No tax benefit has been
reported in the financial statements, because the Company believes
there is a 50% or greater chance the carryforwards will expire
unused. Accordingly, the potential tax benefits of the loss
carryforwards are offset by a valuation account of the same amount.
32
<PAGE>
JAGUAR INVESTMENTS, INC.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1999
NOTE 1 - ORGANIZATION AND HISTORY (Continued)
e. 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 and disclosure of
contingent 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.
f. Revenue Recognition
The Company currently has no source of revenues. Revenue recognition policies
will be determined when principal operations begin.
NOTE 2 - GOING CONCERN
The Company's financial statements are prepared using generally accepted
accounting principles applicable to a going concern which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. However, the Company does not have significant cash or other material
assets, nor does it have an established source of revenues sufficient to cover
its operating costs and to allow it to continue as a going concern. It is the
intent of the Company to seek a merger with an existing, operating company,
Until that time, shareholders of the Company have committed to meeting its
minimal operating needs.
NOTE 3 - RELATED PARTY TRANSACTIONS
Accounts Payable
- ----------------
The Company owes an officer and shareholder $300 for expenses incurred on its
behalf in 1999.
Contributed Capital
- -------------------
The same officer and shareholder contributed $8,477 as cash to the Company to
pay its operating expenses in 1999.
Canceled Shares
- ---------------
Officers of the Company returned 80,000 shares of its common stock for
cancellation In 1999.
33
<PAGE>
SIGNATURES
In accordance with Section 13 of the Exchange Act, the regisrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
JAGUAR INVESTMENTS, INC.
Date: March 20, 2000 BY: /s/ James R. Glavas
-------------------
James R. Glavas, President
34
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