As Filed with the Securities and Exchange Commission on June 4, 2001
                                               Registration No. ________________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                           --------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                           --------------------------

                            JAGUAR INVESTMENTS, INC.
             (Exact name of registrant as specified in its charter)

                          7025 E. First Avenue, Suite 5
                              Scottsdale, AZ 85251

                        (Address, including zip code, of
                   registrant's principal executive offices)


              Nevada                                    87-0449667
   (State or other jurisdiction of         (I.R.S. Employer Identification No.)
    incorporation or organization)

                      2001 Employee Stock Compensation Plan
                            (Full Title of the Plan)

                                    Ian Rice
                                    President
                            Jaguar Investments, Inc.
                          7025 E. First Avenue, Suite 5
                              Scottsdale, AZ 85251
                                 (480) 945-2232

            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                           --------------------------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

========================= ====================== ======================= ====================== ======================
                                                    Proposed Maximum       Proposed Maximum
 Title of Securities to       Amount to be         Offering Price Per     Aggregate Offering          Amount of
     be Registered             Registered               Share(1)               Price(2)           Registration Fee
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
<S>                       <C>                                                 <C>                     <C>
Common Stock, $.001 par
    value per share       5,000,000 Shares (3)                                $18,125,000             $4,531.25
========================= ====================== ======================= ====================== ======================
<FN>

(1)    Omitted pursuant to Rule 457(o) under the Securities Act of 1933.

(2)    Estimated  solely for the purpose of  calculating  the  registration  fee
       pursuant to Rule  457(c) and Rule 457(h)  based on the average of the bid
       and ask prices for the Common  Stock on May 29,  2001 as  reported on the
       over the counter market OTCBB.

(3)    This Registration  Statement also covers such additional shares of Common
       Stock as may be issuable pursuant to antidilution provisions.
</FN>
</TABLE>

<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         As permitted  by the rules of the  Securities  and Exchange  Commission
(the "Commission"),  this Registration Statement omits the information specified
in Part I of Form S-8. The documents  containing  the  information  specified in
Part I of  this  Registration  Statement  will  be sent  or  given  to  eligible
employees as specified by Rule 428(b)  promulgated  under the  Securities Act of
1933, as amended (the "Securities Act"). Such documents are not being filed with
the Commission either as part of this Registration  Statement or as prospectuses
or prospectus  supplements pursuant to Rule 424 promulgated under the Securities
Act.


                                     PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following  documents  which have been filed by Jaguar  Investments,
Inc. (the "Registrant") with the Commission under the Securities Exchange Act of
1934, as amended (the  "Exchange  Act"),  are  incorporated  herein by reference
(File No. 000-25753):

          (a)  Quarterly  Report on Form  10-QSB  for the fiscal  quarter  ended
               March 31, 2001; and

          (b)  Annual  Report on Form 10-KSB for the fiscal year ended  December
               31, 2000; and

          (c)  Description   of   Registrant's   common   stock   contained   in
               Registrant's  Form 10-SB filed with the  Commission  on April 12,
               2000.

         All documents  subsequently  filed by  Registrant  pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be incorporated by reference  herein and to be a part hereof from the date of
filing  such  documents.  Any  statement  contained  herein  or  in  a  document
incorporated or deemed to be incorporated herein by reference shall be deemed to
be modified or  superseded  for purposes of this  Registration  Statement to the
extent  that a statement  contained  herein or in any other  subsequently  filed
document  which  also is or is deemed to be  incorporated  by  reference  herein
modifies or supersedes such statement.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interest of Named Experts and Counsel.

         Not applicable.

                                       2
<PAGE>

Item 6.  Indemnification of Directors and Officers.

         The Nevada General  Corporation  Law ("NGCL")  permits  corporations to
indemnify any  director,  officer,  employee or agent of a corporation  from and
against any and all expenses and other  liabilities  incurred in connection with
any  threatened,  pending or  completed  action or  proceeding,  whether  civil,
criminal administrative or investigative, except an action by or in the right of
the  corporation,  if such person acted in good faith and in a manner which such
person reasonably  believed to be in or not opposed to the best interests of the
corporation,  and with  respect to any  criminal  action or  proceeding,  had no
reasonable cause to believe his conduct was unlawful.

         In addition,  under the NGCL, a corporation may indemnify any director,
officer,  employee  or  agent of a  corporation  from  and  against  any and all
expenses  and other  liabilities  incurred in  connection  with any  threatened,
pending or  completed  action or suit by or in the right of the  corporation  if
such person  acted in good faith and in a manner  which such  person  reasonably
believed to be or not opposed to the best interests of the corporation. However,
the NGCL  provides  that  indemnification  may not be made with  respect  to any
matter as to which a person has been  determined to be liable to the corporation
by a court of competent jurisdiction in a final adjudication, unless and only to
the extent  that the court in which the action was  brought or another  court of
competent jurisdiction determines that the person is entitled to indemnity.

         The  NGCL  further  provides  that a  corporation  must  indemnify  any
director,  officer,  employee or agent of a corporation from and against any and
all  expenses  incurred by such  person in the  defense of any  action,  suit or
proceeding, provided that such person has been successful in the defense of such
suit.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933,  as amended,  may be  permitted to  directors,  officers or persons
controlling the Company  pursuant to the foregoing  provisions,  the Company has
been informed that, in the opinion of the SEC, such  indemnification  is against
public  policy  as  expressed  in that  Act and  is,  therefore,  unenforceable.
Furthermore,  a  successful  indemnification  of any officer or  director  could
deplete the assets of the Company.


Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         Reference is made to the Exhibit Index.

Item 9.  Undertakings.

         The undersigned Registrant hereby undertakes:


                                       3
<PAGE>

               (1)  To file,  during  any  period  in which it offers or sells
         securities,  a post-effective  amendment to this registration statement
         to:

                    (i)  Include any prospectus required by  Section 10(a)(3) of
               of the Securities Act;

                    (ii) Reflect in the  prospectus any facts or events   which,

               individually or together,  represent a fundamental  change in the
               information   set   forth   in   the   registration    statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of  securities  offered (if the total dollar value of  securities
               offered  would not  exceed  that  which was  registered)  and any
               deviation  from  the low or  high  end of the  estimated  maximum
               offering  range may be reflected in the form of prospectus  filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the  changes  in volume  and price  represent  no more than a 20%
               change in the maximum  aggregate  offering price set forth in the
               "Calculation  of   Registration   Fee"  table  in  the  effective
               registration statement;

                    (iii) Include any additional or changed material information
               on the plan of distribution;

         provided,  however,  that  paragraphs  (a)(1)(i) and  (a)(1)(ii) do not
         apply if the registration statement is on Form S-3 or Form S-8, and the
         information  required in a post-effective  amendment is incorporated by
         reference from periodic  reports filed by Registrant under the Exchange
         Act in the registration statement.

               (2)  For determining liability  under the  Securities  Act  treat
         each post-effective  amendment as  a new registration  statement of the
         securities  offered,  and the offering  of the  securities at that time
         shall be deemed to be the initial bona fide offering.

               (3)  File a post-effective registration statement  to remove from
         registration any of the securities being registered which remain unsold
         at the end of the offering.


                                       4
<PAGE>



                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized on June 4, 2001.

                                      JAGUAR INVESTMENTS, INC.

                                      By:  /s/ Ian Rice
                                         ---------------------------------------
                                          Ian Rice
                                          President and Chief Executive Officer



         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by or on behalf of the  following
persons in the capacities indicated on June 4, 2001.


          /s/ Ian Rice
         -----------------------------
         Ian Rice                        Director                 June 4, 2001









                                       5
<PAGE>




                            JAGUAR INVESTMENTS, INC.

                                  EXHIBIT INDEX

 Exhibit
 Number        Description
--------------------------------------------------------------------------------

   5.1         Opinion of Counsel.

   10.5        2001 Employee Stock  Compensation Plan (incorporated by reference
               to  Registrant's   Definitive  Proxy  Statement  Filed  with  the
               Securities and Exchange Commission on February 1, 2001)

   23.1        Consent of HJ & Associates, LLC

   23.2        Consent of Counsel (included in Exhibit 5.1).



                                       6
[{"type": "S-8", "sequence": "1", "filename": "s8_060101.txt", "description": "FORM S-8 - JUNE 4, 2001", "secsgml_size_bytes": 12845}]
{"company-data": {"conformed-name": "JAGUAR INVESTMENTS INC", "cik": "0001082733", "assigned-sic": "6770", "irs-number": "870449667", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-62240", "film-number": "1653860"}, "business-address": {"street1": "1037 EAST 3300 SOUTH #203", "city": "SALT LAKE CITY", "state": "UT", "zip": "84106", "phone": "8014676715"}, "mail-address": {"street1": "1037 EAST 3300 SOUTH #203", "city": "SALT LAKE CITY", "state": "UT", "zip": "84106"}}
As Filed with the Securities and Exchange Commission on June 4, 2001
                                               Registration No. ________________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                           --------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                           --------------------------

                            JAGUAR INVESTMENTS, INC.
             (Exact name of registrant as specified in its charter)

                          7025 E. First Avenue, Suite 5
                              Scottsdale, AZ 85251

                        (Address, including zip code, of
                   registrant's principal executive offices)

              Nevada                                    87-0449667
   (State or other jurisdiction of         (I.R.S. Employer Identification No.)
    incorporation or organization)

                      2001 Employee Stock Compensation Plan
                            (Full Title of the Plan)

                                    Ian Rice
                                    President
                            Jaguar Investments, Inc.
                          7025 E. First Avenue, Suite 5
                              Scottsdale, AZ 85251
                                 (480) 945-2232

            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                           --------------------------

                         CALCULATION OF REGISTRATION FEE
========================= ====================== ======================= ====================== ======================
                                                    Proposed Maximum       Proposed Maximum
 Title of Securities to       Amount to be         Offering Price Per     Aggregate Offering          Amount of
     be Registered             Registered               Share(1)               Price(2)           Registration Fee
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock, $.001 par
    value per share       5,000,000 Shares (3)                                $18,125,000             $4,531.25
========================= ====================== ======================= ====================== ======================
(1)    Omitted pursuant to Rule 457(o) under the Securities Act of 1933.

(2)    Estimated  solely for the purpose of  calculating  the  registration  fee
       pursuant to Rule  457(c) and Rule 457(h)  based on the average of the bid
       and ask prices for the Common  Stock on May 29,  2001 as  reported on the
       over the counter market OTCBB.

(3)    This Registration  Statement also covers such additional shares of Common
       Stock as may be issuable pursuant to antidilution provisions.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         As permitted  by the rules of the  Securities  and Exchange  Commission
(the "Commission"),  this Registration Statement omits the information specified
in Part I of Form S-8. The documents  containing  the  information  specified in
Part I of  this  Registration  Statement  will  be sent  or  given  to  eligible
employees as specified by Rule 428(b)  promulgated  under the  Securities Act of
1933, as amended (the "Securities Act"). Such documents are not being filed with
the Commission either as part of this Registration  Statement or as prospectuses
or prospectus  supplements pursuant to Rule 424 promulgated under the Securities
Act.

                                     PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following  documents  which have been filed by Jaguar  Investments,
Inc. (the "Registrant") with the Commission under the Securities Exchange Act of
1934, as amended (the  "Exchange  Act"),  are  incorporated  herein by reference
(File No. 000-25753):

          (a)  Quarterly  Report on Form  10-QSB  for the fiscal  quarter  ended
               March 31, 2001; and

          (b)  Annual  Report on Form 10-KSB for the fiscal year ended  December
               31, 2000; and

          (c)  Description   of   Registrant's   common   stock   contained   in
               Registrant's  Form 10-SB filed with the  Commission  on April 12,
               2000.

         All documents  subsequently  filed by  Registrant  pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be incorporated by reference  herein and to be a part hereof from the date of
filing  such  documents.  Any  statement  contained  herein  or  in  a  document
incorporated or deemed to be incorporated herein by reference shall be deemed to
be modified or  superseded  for purposes of this  Registration  Statement to the
extent  that a statement  contained  herein or in any other  subsequently  filed
document  which  also is or is deemed to be  incorporated  by  reference  herein
modifies or supersedes such statement.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interest of Named Experts and Counsel.

         Not applicable.

                                       2
Item 6.  Indemnification of Directors and Officers.

         The Nevada General  Corporation  Law ("NGCL")  permits  corporations to
indemnify any  director,  officer,  employee or agent of a corporation  from and
against any and all expenses and other  liabilities  incurred in connection with
any  threatened,  pending or  completed  action or  proceeding,  whether  civil,
criminal administrative or investigative, except an action by or in the right of
the  corporation,  if such person acted in good faith and in a manner which such
person reasonably  believed to be in or not opposed to the best interests of the
corporation,  and with  respect to any  criminal  action or  proceeding,  had no
reasonable cause to believe his conduct was unlawful.

         In addition,  under the NGCL, a corporation may indemnify any director,
officer,  employee  or  agent of a  corporation  from  and  against  any and all
expenses  and other  liabilities  incurred in  connection  with any  threatened,
pending or  completed  action or suit by or in the right of the  corporation  if
such person  acted in good faith and in a manner  which such  person  reasonably
believed to be or not opposed to the best interests of the corporation. However,
the NGCL  provides  that  indemnification  may not be made with  respect  to any
matter as to which a person has been  determined to be liable to the corporation
by a court of competent jurisdiction in a final adjudication, unless and only to
the extent  that the court in which the action was  brought or another  court of
competent jurisdiction determines that the person is entitled to indemnity.

         The  NGCL  further  provides  that a  corporation  must  indemnify  any
director,  officer,  employee or agent of a corporation from and against any and
all  expenses  incurred by such  person in the  defense of any  action,  suit or
proceeding, provided that such person has been successful in the defense of such
suit.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933,  as amended,  may be  permitted to  directors,  officers or persons
controlling the Company  pursuant to the foregoing  provisions,  the Company has
been informed that, in the opinion of the SEC, such  indemnification  is against
public  policy  as  expressed  in that  Act and  is,  therefore,  unenforceable.
Furthermore,  a  successful  indemnification  of any officer or  director  could
deplete the assets of the Company.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         Reference is made to the Exhibit Index.

Item 9.  Undertakings.

         The undersigned Registrant hereby undertakes:

                                       3
(1)  To file,  during  any  period  in which it offers or sells
         securities,  a post-effective  amendment to this registration statement
         to:

                    (i)  Include any prospectus required by  Section 10(a)(3) of
               of the Securities Act;

                    (ii) Reflect in the  prospectus any facts or events   which,

               individually or together,  represent a fundamental  change in the
               information   set   forth   in   the   registration    statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of  securities  offered (if the total dollar value of  securities
               offered  would not  exceed  that  which was  registered)  and any
               deviation  from  the low or  high  end of the  estimated  maximum
               offering  range may be reflected in the form of prospectus  filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the  changes  in volume  and price  represent  no more than a 20%
               change in the maximum  aggregate  offering price set forth in the
               "Calculation  of   Registration   Fee"  table  in  the  effective
               registration statement;

                    (iii) Include any additional or changed material information
               on the plan of distribution;

         provided,  however,  that  paragraphs  (a)(1)(i) and  (a)(1)(ii) do not
         apply if the registration statement is on Form S-3 or Form S-8, and the
         information  required in a post-effective  amendment is incorporated by
         reference from periodic  reports filed by Registrant under the Exchange
         Act in the registration statement.

               (2)  For determining liability  under the  Securities  Act  treat
         each post-effective  amendment as  a new registration  statement of the
         securities  offered,  and the offering  of the  securities at that time
         shall be deemed to be the initial bona fide offering.

               (3)  File a post-effective registration statement  to remove from
         registration any of the securities being registered which remain unsold
         at the end of the offering.

                                       4
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized on June 4, 2001.

                                      JAGUAR INVESTMENTS, INC.

                                      By:  /s/ Ian Rice
                                         ---------------------------------------
                                          Ian Rice
                                          President and Chief Executive Officer

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by or on behalf of the  following
persons in the capacities indicated on June 4, 2001.

          /s/ Ian Rice
         -----------------------------
         Ian Rice                        Director                 June 4, 2001

                                       5
JAGUAR INVESTMENTS, INC.

                                  EXHIBIT INDEX

 Exhibit
 Number        Description
--------------------------------------------------------------------------------

   5.1         Opinion of Counsel.

   10.5        2001 Employee Stock  Compensation Plan (incorporated by reference
               to  Registrant's   Definitive  Proxy  Statement  Filed  with  the
               Securities and Exchange Commission on February 1, 2001)

   23.1        Consent of HJ & Associates, LLC

   23.2        Consent of Counsel (included in Exhibit 5.1).

                                       6