As filed with the Securities and Exchange Commission on April
Registration No. _________
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
GENERAL FORM FOR REGISTRANTS OF SECURITIES OF SMALL
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)
JAGUAR INVESTMENTS, INC.
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
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.
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.
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.
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.
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.
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.
In the opinion of management, inflation has not had a material effect on the operations of the Company.
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
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
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.
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.
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.
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.
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.
JAGUAR INVESTMENTS, INC.
(A Development Stage Enterprise)
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
December 31, 1998 and 1997
and for the Cumulative Period from
Inception (October 28, 1987) through December 31, 1998
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
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
JAGUAR INVESTMENTS, INC.
(A Development Stage Enterprises)
DECEMBER 31, 1998
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
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
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
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.
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 $ - $ -
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.
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.
Date: April 12, 1999 By: /S/ James R. Glavas James R. Glavas President, Chief Executive Officer and Director
ARTICLES OF INCORPORATION
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.
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.
STATE OF UTAH )
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.
Residing in Salt Lake County, Utah.
My commission expires:
JAGUAR INVESTMENTS, INC.
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
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;
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.
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.
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.
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.
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.
JAMES R. GLAVAS
|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.|
|FISCAL YEAR END||DEC 31 1998|
|PERIOD START||JAN 1 1998|
|PERIOD END||DEC 31 1998|
|TOTAL LIABILITY AND EQUITY||2,540|