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

                                  FORM 10-KSB/A

(Mark One)

|X|      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

                     For the fiscal year ended July 31, 2001

                                       OR

|_|      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

        For the transition period from ______________ to _______________

                        Commission File Number 000-28761
                                 --------------
                                JagNotes.com Inc.
             (Exact name of Registrant as Specified in Its Charter)

            Nevada                                       88-0380546
(State or Other Jurisdiction                (I.R.S. Employer Identification No.)
     of Incorporation)

   6865 SW 18th Street, Suite B13
         Boca Raton, Florida                                33433
(Address of Principal Executive Offices)                  (Zip Code)

                                 (561) 393-0605
              (Registrant's telephone number, including area code)

           Securities registered pursuant to Section 12(b)of the Act:

Title of Each Class                    Name of Each Exchange on which Registered
      None                                                None

           Securities registered pursuant to Section 12(g) of the Act:

                        Common Stock, $0. 00001 par value
                                (Title of Class)
                                 --------------

         Check whether the registrant: (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
past 12 months (or for such shorter period that the Registrant was required to
file such reports), and (2) has been subject to such filing requirements for the
past 90 days. Yes |X| No |_|

         Check if there is no disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. |_|

         The issuer's revenue for the fiscal year ended July 31, 2001 was
approximately $1,001,000.

         The aggregate market value of voting common equity held by
non-affiliates of the registrant, based upon the closing bid price of the Common
Stock on November 5, 2001 as reported on the OTC Bulletin Board, was
approximately $2,350,922.

         Indicate the number of shares outstanding of each of the Registrant's
classes of common stock, as of the latest practicable date.

                    Class                        Outstanding at November 5, 2001
                    -----                        -------------------------------
Common Stock, par value $0.00001 per share                  22,822,683

                      DOCUMENTS INCORPORATED BY REFERENCE.
                                      None.
================================================================================

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Explanatory Note.

         This Report on Form 10-KSB/A amends and restates the disclosure
contained in Item 1 of Part I and Item 5 of Part II of the Annual Report on Form
10-KSB filed by JagNotes.com Inc. (the "Company") with the Securities and
Exchange Commission on October 23, 2001 to (a) correct typographical errors
relating to (i) the number of employees of the Company under the heading
entitled "Employees" in Item 1 of Part I and (ii) the number of outstanding
options of the Company as of July 31, 2001 under the heading "Rights of Security
Holders" in Item 5 of Part II and (b) to provide additional disclosure under the
heading "Recent Sale of Unregistered Securities" in Item 5 of Part II. The
entire text of each of the those Items has been restated in accordance with Rule
12b-15 under the Securities Exchange Act of 1934, as amended.


                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

The information in this report contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended (the Securities
Act), and Section 21E of the Securities Exchange Act of 1934, as amended. Such
statements are based upon current expectations that involve risks and
uncertainties. Any statements contained herein that are not statements of
historical fact may be deemed to be forward-looking statements. For example,
words such as may, will, should, estimates, predicts, potential, continue,
strategy, believes, anticipates, plans, expects, intends and similar expressions
are intended to identify forward-looking statements. Our discussions relating to
our liquidity and capital resources, our subscription and advertising revenues,
our business strategy, our competition, and the future of the Internet and
webcasting over the Internet, among others, contain such statements. Our actual
results and the timing of certain events may differ significantly from the
results discussed in the forward-looking statements. Factors that might cause or
contribute to such a discrepancy include, but are not limited to, those
discussed elsewhere in this report in the section entitled Risk Factors.

Overview of Our Business

We have been providing financial and investment information within the
investment community since 1989. In May 1999, we began offering our services on
a subscription fee basis to the general public for the first time through our
U.S. web site. At www.jagnotes.com, we offer timely financial data and reports
and commentary from the financial community.

From 1989 to 1992, we operated as an unincorporated business entity. In 1992, we
incorporated in the State of New Jersey as New Jag, Inc. On December 14, 1993,
JagNotes, Inc. merged with and into us, and we changed our name to JagNotes,
Inc. We operated as JagNotes, Inc. until March 1999 when we were acquired by
Professional Perceptions, Inc., a Nevada corporation, which subsequently changed
its name to JagNotes.com, Inc. JagNotes, Inc. remained a wholly-owned subsidiary
of JagNotes.com, Inc. until August 16, 1999 when it merged with and into
JagNotes.com Inc.

Until recently, we targeted only a limited audience of financial professionals
and we did not engage in organized sales and marketing efforts. As discussed in

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more detail below, in 1999 we decided to change our focus by expanding onto the
Internet and targeting retail subscribers with the hope of expanding our
subscriber base and our business. In September 2000 we started an
advertiser-based financial webcast which we sold on February 1, 2001 as we were
unable to continue to fund its operating losses.

Our web site currently consists of free and subscription-based portions. The
free portion provides users with access to market commentary and selected
financial data. The subscription-based portion provides more timely reports,
including breaking news and potentially market moving information. We currently
derive our revenues primarily from the sale of subscriptions.

We are a Nevada corporation. Our address is 6865 S.W. 18th Street, Suite B13,
Boca Raton, Florida 33433, and our telephone number is 561-393-0605.

Our Industry Generally

The growth of the Internet has changed the way investors seek information and
manage their portfolios. Individual investors are increasingly seeking access to
information that was formerly available only to financial professionals.
Professional investors who have traditionally relied on print and other media
for information are demanding faster information and greater accessibility. As
more and more investors begin to trade online, we expect the demands for
financial information over the Internet to increase significantly.

The first Internet-based trading systems were introduced in 1995. Since that
time, online trading has increased dramatically. According to a January 2001
estimate, there were 7.8 million individuals trading online, making 807,000
trades per day. As of January 2001, there were over 200 broker-dealers providing
retail investors with the ability to trade online. (See Securities and Exchange
Commission, Office of Compliance Inspections and Examinations: Examinations of
Broker-Dealers Offering Online Trading: Summary of Findings and Recommendations
(January 25, 2001). In an article posted on Web Finance on April 2, 2001, Jerry
Minkoff noted that there had been a 6% growth in online trading households in
the past six months compared to a 22% growth in the preceding six-month period.
According to Minkoff, New investors are shying away at this time but Internet
usage has increased by 30%, leaving a potential online investing pool available
for acquisition. (See Jerry Minkoff, Online Brokerages Struggle as Market
Indexes Sag, Web Finance (April 2, 2001). However, a recent J.D. Power survey,
dated March 27, 2001, indicates that the online trading population has declined
by approximately 20 percent. (See J.D. Power and Associates Reports, Online
Brokerage Firms Continue to Have a Strong Hold on Current Investment Pool; Study
Shows Many Online Investors Plan to Maintain, or Increase Trading Volume (March
27, 2001)).

Our Products

We have been providing financial and investment information within the
investment community since 1989. In May 1999, we began offering our services on
a subscription fee basis to the general public for the first time through our
U.S. web site. At www.jagnotes.com, we offer timely financial data and reports
and commentary from the financial community.

Our web site currently consists of free and subscription-based portions.


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On the free portion of our site, we offer commentaries from experienced
journalists, money managers, analysts and other Wall Street professionals as
well as selected financial data targeted at the active investor and trader.

The commentary on our web site is provided by experienced journalists, money
managers, analysts and other Wall Street professionals. Their reports range from
analysis of individual stocks and industry sector performance to analysis of
broad market and economic matters. In many cases our commentators also provide
and analyze technical financial and market data. We select our commentators to
offer our subscribers a broad range of analysis to appeal to a broad range of
investment and trading styles. The topics of these commentaries vary daily.
Although we have no set criteria for choosing our commentators, we look for
individuals who:

o        are well respected by members of the Wall Street community, including
         traders, economists, investment bankers and other institutional
         investors; and

o        have experience either as a journalist, money manager or financial
         analyst and/or have an educational background in business, finance or
         economics.

Various commentaries are updated pursuant to a schedule set forth on our web
site while others are posted from time to time.

As of the date of this annual report on Form 10-KSB, JagNotes.com has more than
25 commentators who provide technical analysis and commentary for our web site.

On our subscription-based portion of our web site, we offer our subscribers two
targeted products:

JAGNotes Upgrade/Downgrade Report - The JAGNotes upgrade/downgrade report is a
daily consolidated investment report that summarizes newly issued research,
analyst opinions, upgrades, downgrades and analyst coverage changes from various
investment banks and brokerage houses. Each morning we gather this information,
then compile and release it in a concise, easy to read format before the markets
open. We believe that this early, convenient access to potentially market moving
information gives our subscribers access to some of the information
traditionally available when the market opens to institutional investors,
professional traders and high net worth individuals. This report is updated from
time to time during the trading day.

The JagNotes Rumor Report - Because rumors can move equities, we have
established the Rumor Room where we post rumors about various stocks that have
been heard on the street. When we hear rumors, we post the information in the
Rumor Report and indicate the date and time of the rumor. We also attempt to
contact the company or companies involved in the rumors for a comment and post
the results of this inquiry with the rumor. While we realize that rumors are
inherently unreliable as indicated by a cautionary note introducing this portion
of our site, we believe that every trader and investor - large and small -
should have access to this information to determine its usefulness. The JAGfn
Rumor Report is available to our subscribers and updated throughout the day.


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These two products are accessible only to paid subscribers. Subscriptions are
offered at the rate of $9.95 per month, or $99.95 per year. We have offered free
trial subscriptions at times in the past and may do so in the future.

We also maintain our original JAGNotes fax-based service for a limited number of
mostly institutional subscribers. Through this service, we provide these
subscribers faxed copies of our daily JAGNotes upgrade/downgrade report, which
is updated two or three times every weekday morning before the stock market
opens. We also allow these subscribers access to our Internet-based information
by providing them with a specified number of access codes. The price for this
combined service is approximately $1,500 to $2,000 per year.

The content of our web site contains all of the information provided in the
faxed reports as well as the Rumor Report and commentaries described above and
other product offerings which do not appear in our faxed reports.

We intend to continue providing our combined fax/Internet service in the future
primarily to institutional subscribers. We believe that some financial
institutions are willing to pay a higher price for this combined service because
they consider a faxed report to be a more efficient means of receiving the
information or because their employees do not have direct Internet access.

Advertising Revenue

While we expect the primary source of our revenue from our current web site to
be subscriptions, we may supplement this with advertising revenue. Such revenues
have, however, not been meaningful to date and we would not expect such revenues
to become material until (i) there is a major upturn in Internet banner
advertising generally and (ii) we are able to offer advertisers various rich
media advertising alternatives to banners.

Our Business Strategy

Our goal is to position JagNotes as a leading Internet-based provider of fast
breaking financial news and information. In time, we hope that JagNotes will
become an important information resource for institutional investors and the
general public alike.

The success of our business depends on our ability to obtain the requisite
financing and be able to:

o        expand our subscriber base in the United States;

o        pursue acquisitions and strategic alliances; and

o        control costs to correspond with subscription revenues.

We plan to continue to service the institutional segment of our business, but we
recognize that retail subscribers and viewers represent our largest potential
market and are the key to our development. We will use an integrated marketing
model to attract new subscribers and, to the extent funding permits, will employ
a mix of communications media to increase name awareness in the retail market
and increase visits by potential subscribers with a view to ultimately
generating new subscribers.


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o        Expand Subscriber Base. Some avenues that we are exploring to attract
         new subscribers include:

         o        Introducing limited on-demand and live streaming audio and
                  video programming as our financing permits;

         o        Offering free trial subscriptions;

         o        Traditional public relations;

         o        Using our good reputation among financial professionals to
                  attract new subscribers to our web site;

         o        Offering products tailored to the needs of institutional
                  subscribers such as JAGNotes and Rumor pages delivered to
                  company intranets and featuring company branding;

         o        Pursuing distribution arrangements with third party
                  information providers that service financial institutions and
                  individual investors; and

         o        Pursuing strategic alliances with, or acquisition of, existing
                  web-based information providers and other media companies.

o        Pursue Strategic Alliances. We believe that we can effectively grow our
         business by pursuing strategic affiliations, partnerships, joint
         ventures or other relationships with strategic partners. We are
         currently pursuing alliances with investment firms, online brokerage
         houses, market news providers, webcasting services and web portals in
         an effort to obtain additional content, expand our name recognition and
         increase our subscriber base.

o        Curtail Costs. We have recently sold our webcasting business to reduce
         our cash flow requirements. In addition, we have discontinued various
         commentators in order to save costs where we concluded that the cost
         was not justified by our subscribers' interest. We will continue to
         look for more cost cutting opportunities where consistent with our
         business strategy of attracting more subscribers.

We will require additional funds in order to implement our business strategy. At
our current usage rate of cash, the cash generated from our operations will not
be sufficient to fund the liquidity requirements of our current business
strategy. Accordingly, we will need to raise additional funds through public or
private financing, strategic relationships or other arrangements. There can be
no assurances that we will be able to do so.

Note: These are our strategies, goals and targets. We believe in them, but we
cannot guarantee that we will be successful in implementing them or that, even
if implemented, they will be effective in creating a profitable business. In
addition we are dependent on having sufficient cash to carry out our strategy.
Alternatively, we may have to continue to reduce services to a level subscribers
may not find valuable. Please read Risk Factors beginning on page 8 before
making any investment decision.

Competition

Providing financial information and analysis over the Internet is a relatively
new business, but it is already intensely competitive. An increasing number of


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web-based financial information providers are competing for subscribers,
customers, advertisers, content providers, analysts, commentators and staff. In
addition, cable television is an increasingly important source of competition.

We provide a variety of categories of information to our subscribers, including
daily financial news, technical analysis of stock activity and selected
financial data of corporations. Each of these components of our business
competes to a different degree with the following information sources:

o        Online financial news and information providers including Yahoo
         Finance, CBSMarketwatch.com, TheStreet.com, Briefing.com, America
         Online Personal Finance Channel, WebFN.com, Reuters PLC and
         MotleyFool.com;

o        Internet portals and search engines such as America Online, MSN and
         Yahoo;

o        Traditional media sources such as The Wall Street Journal, The
         Financial Times, Barrons, CNNfn, and CNBC, all of whom also have an
         Internet presence;

o        Webcasts of financial news, including Yahoo Finance Vision and WebFN;

o        Terminal-based financial news providers including Bloomberg, Reuters
         and Dow Jones; and

o        Online brokerage firms such as E*Trade, Charles Schwab or CSFB Direct.

Because there is not a readily defined market in which we compete, we cannot
predict which information source or sources will be our primary competition in
the future. However, we expect competition from each of the above information
sources to intensify and increase in the future. Most of our current and
potential competitors have greater name recognition, larger financial, technical
and marketing resources, and more extensive customer bases than we do, all of
which could be leveraged to gain market share to our detriment.

The barriers to entry into our business are relatively low - i.e., it is not
difficult for new competitors to enter the market. Much of the information we
provide is publicly available and we do not have any patented or otherwise
protected technologies that would preclude or inhibit competitors from entering
our markets. Our current and future competitors may develop or offer services
that have significant price, content, creative or other advantages over the
services we provide.

In order for us to successfully compete in this business, we will need to
reliably provide valuable services at a competitive price to a large subscriber
base. We believe that a successful implementation of our business strategy will
allow us to do so and to compete successfully as a leading financial and
investment information provider.

Recent Developments

Sale of Broadband Subsidiary.


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Pursuant to the terms and conditions of a Securities Purchase Agreement, dated
as of February 1, 2001, by and among us, JAGfn Broadband LLC and CALP II Limited
Partnership, we effected a sale of our 85% membership interest in our webcast
subsidiary JAGfn to CALP II. As of the date of the sale CALP II had been our
primary source of financing since June 2000 when it entered into an equity line
of credit agreement with us. The equity line of credit agreement was terminated
in connection with this transaction.

As consideration for the purchase of the membership interest in JAGfn, CALP II
delivered to us at the closing $1,002,146.81 in immediately available funds and
a non-interest bearing promissory note in the amount of $500,000 payable in full
on February 22, 2001, which is secured by the membership interest. This note was
subsequently amended and then canceled (See Termination of Indebtedness below).
Such $1,500,000 represented the amount we required in order to pay our
outstanding current liabilities as of February 1, 2001. In addition, CALP II
agreed to discharge us from all of our obligations in connection with $4,350,000
principal amount outstanding of convertible debentures and to cancel, and
discharge us from our obligations under, that certain warrant to purchase
3,000,000 shares of our common stock issued to CALP II on October 30, 2000. We
were also granted a one-year option to purchase a ten percent membership
interest in JAGfn exercisable at a price of $5,000,000.

Pursuant to the Securities Purchase Agreement, we agreed to contribute all
intercompany indebtedness owed to us by JAGfn to the capital of JAGfn. JAGfn
agreed to assume our obligations under certain debentures and to issue to CALP
II a five-year warrant to purchase a two percent membership interest in JAGfn.
JAGfn also agreed to assume our on-going liabilities under our lease and other
agreements related to our webcast activities.

Our key executive officers and directors, Messrs. Valinoti, Schoepfer and
Mazzarisi, retained their 5% membership interests in JAGfn, but such interests
are no longer non-dilutable. Mr. Valinoti received an additional 2.5% membership
interest pursuant to a subsequent transfer by CALP II. In connection with this
transaction, CALP II also agreed to terminate the lock-up agreement relating to
Mr. Valinoti's shares of JagNotes common stock.

Following the closing of this transaction, JAGfn was reincorporated as a wholly
owned subsidiary of Financial Broadband Holdings, Inc., a Delaware corporation.

Termination of Certain Indebtedness.

On April 6, 2001, we entered into a termination agreement with CALP II and
Thomson Kernaghan & Co., Ltd. Pursuant to the Termination Agreement, we released
CALP II from its obligations, including payment of accrued interest, under an
amended and restated secured promissory note, dated February 22, 2001, in the
amount of $500,000 in exchange for the termination of (i) a convertible
debenture, dated December 1, 2000, issued by us to CALP II in the principal
amount of $500,000, (ii) four warrants issued by us to CALP II to purchase an
aggregate amount of 661,740 shares of our common stock and (iii) one warrant
issued by the us to Thomson Kernaghan to purchase an aggregate amount of 250,000
shares of our common stock.


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Appointment of New Chief Financial Officer.

Effective April 1, 2001, Stephen R. Russo resigned as our Chief Financial
Officer. On such date, the Board of Directors accepted Mr. Russo's resignation
and appointed Raymond Taylor as Chief Financial Officer of JagNotes to hold
office at the pleasure of the Board of Directors.

Equity Line of Credit.

On August 17, 2001, we entered into an agreement with Cornell Capital Partners,
L.P. for a $10 million equity line pursuant to which we will be able to sell our
shares of common stock to Cornell Capital from time to time over a 36-month
period.

The purpose of the offering is to provide general working capital for JagNotes,
including working capital which might be required by virtue of our strategic
plan.

Web Site Technical Information

We lease two web servers, which are the computer systems on which all content
for our web site is maintained and through which we operate that web site. Our
U.S. servers are maintained by Woodbourne Solutions and are located in their
facility in Germantown, Maryland. Our two back-up servers are maintained by
Above.net and PC Communications and are located in San Jose, California and
Jersey City, New Jersey.

Our web site was redesigned in July 2000 by Zero-G at a cost of approximately
$500,000. Subsequent redesigns have been handled internally and by John
Fendrick, a technical consultant to JagNotes.

Employees

As of October 22, 2001, we had 8 employees. As of that date, we had entered into
employment agreements with three of our employees, each of whom is an officer
and director of JagNotes.

                                  RISK FACTORS

An investment in our company involves a high degree of risk. You should
carefully consider the risks below, together with the other information
contained in this report, before you decide to invest in our company. If any of
the following risks occur, our business, results of operations and financial
condition could be harmed, the trading price of our common stock could decline,
and you could lose all or part of your investment.

                          Risks Related to Our Business

We have a history of losses, anticipate losses for the foreseeable future and
may never achieve profitability.

As of July 31, 2001 we had incurred losses to date of approximately $34,539,000.
We may never achieve profitability. We have made, and will continue to make,
very significant expenditures well before our revenues increase sufficiently to
cover these additional costs. We are not able to estimate when, if ever, our


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revenues will increase sufficiently to cover these costs. Internet users have
only been attracted to subscription sites in limited areas. Our subscription
revenues have recently fluctuated but are below the level of a year ago. We will
continue to incur significant losses for the foreseeable future and cannot
assure you that our revenue will grow in the future or that additional financing
will be made available to us. Recently, many dot-com companies have found it
difficult to raise funds, and a number of such companies have gone bankrupt. If
we require additional funding and do not obtain it, we may be forced to
restructure, file for bankruptcy or cease operations, any of which could cause
you to lose all or part of your investment in our common stock.

We will require additional funds to meet our cash operating expenses.

We will require more capital to meet our current operating expenses. Since
February 1, 2001, our former webcast subsidiary, Financial Broadband Network,
Inc., has shared facilities and administrative costs with us, helping to reduce
such costs by as much as 90%. Financial Broadband Network has a limited
operating history and has never achieved profitability. If Financial Broadband
Network is unsuccessful in achieving profitability and as a result is no longer
able to provide these services to us, our costs would increase and our business
could suffer.

We cannot guarantee that we will be able to obtain additional financing as we
need it. When our operations require additional financing, if we are unable to
obtain it on reasonable terms, we would be forced to restructure, file for
bankruptcy or cease operations, any of which could cause you to lose all or part
of your investment in our common stock.

We will require additional funds to achieve our current business strategy.

We will require more capital to achieve our current business strategy. As we
require additional funds to sustain our operations as well as the expansion of
our business we will have to seek additional equity or other financing. Such
financing is very difficult to achieve under current market conditions and may
not be available. Even if it is, it may be on terms that are materially adverse
to your interests with respect to dilution of book value, dividend preferences,
liquidation preferences, or other terms.

We cannot guarantee that we will be able to obtain additional financing as we
need it. When our operations require additional financing, if we are unable to
obtain it on reasonable terms, we would be forced to restructure, file for
bankruptcy or cease operations, any of which could cause you to lose all or part
of your investment in our common stock.

We recently have been forced to discontinue various commentators and curtail
certain services which may cause us to lose subscribers.

In order to attempt to reduce costs to a level commensurate with our
subscription revenues, we have been forced to discontinue various well known
commentators and curtail our international and other expansion plans.
Accordingly, we run the risk that existing and potential subscribers may not
find the site valuable.

We rely on relationships with third parties for necessary administrative
services that may not continue in the future.


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We have entered into a short-term services agreement with Financial Broadband
Network, Inc., the successor to our former webcast subsidiary, JAGfn, for shared
facilities and administrative services which help reduce our costs. In addition
to providing us with office space at its Chelsea studio location in New York
City, Financial Broadband Network also provides technical support for our web
site as well as bookkeeping, telephone and fax services. Financial Broadband
Network has a limited operating history and has never achieved profitability. If
Financial Broadband Network is unsuccessful in achieving profitability and as a
result is no longer able to provide these services to us, our costs would
increase and our business could suffer.

We may not be able to adequately expand our subscriber base because many of our
competitors offer free financial information.

We must expand our subscriber base to be successful. Our subscriber base has
grown more slowly than anticipated. Although our subscription revenues have
recently fluctuated but are below the level they were at a year ago. Although we
are still attempting to expand our subscriber base, our efforts may be
ineffective, our competitors may be more successful than we are in attracting
customers, or the number of Internet users seeking or willing to pay for
financial information may not increase or may decrease. Any of these would
adversely affect us. Moreover, many of our competitors offer financial
information for free and are likely to continue to do so at an increasing rate.
Our current and potential subscribers may be unwilling to pay for our service if
they feel they can receive comparable information for free. Because there is
currently limited potential for Internet banner advertising revenues, if we
cannot expand our subscriber base, we will have little, if any, financial
success.

Many of our commentators may have competing web sites.

Most of our commentators have their own web sites on which they provide
financial information. Specifically, Elaine Garzarelli, James Canton and Mark
Leibovit all currently have competing web sites, and most of the commentators
offer free financial information and commentary on their web sites. If current
or potential future subscribers were to turn to these sites for financial
information in lieu of jagnotes.com, our business and financial condition could
be adversely affected.

We may not be successful at building brand awareness or building strategic
relationships.

Our growth and success depends in part on our ability to build awareness of the
JagNotes name. The JagNotes name has only limited recognition within the
financial community and little if any recognition among the general public. We
do not allocate any of our working capital to marketing and advertising but
rather rely solely upon strategic alliances to increase our name recognition.
Our ability to build our subscriber base, offer new services or otherwise expand
the business will be limited if we cannot increase that name recognition. We
cannot guarantee that we will be successful in doing so.

We may experience difficulties in developing new and enhanced services and
features for our web site.


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We believe that our web site will be more attractive to subscribers if we
introduce additional or enhanced services in the future in order to retain our
current users and attract new users. Our first attempt to introduce streaming
audio and video was not financially successful and the business was sold. We are
considering various new enhanced services for our web site, subject to adequate
financing being available.

If we introduce enhanced service that is not favorably received, our current
users may not continue using our service as frequently. New users could also
choose a competitive service over ours.

We may also experience difficulties that could delay or prevent us from
introducing new enhanced services. Such difficulties may include the lack of
financing to implement or continue new services. We may also encounter
technological problems in enhancing our web sites. We may need to modify
significantly the design of these services on our web sites. Our business could
be adversely affected if we experience difficulties in introducing or
maintaining new services, if these new services are not accepted by users or if
their cost exceeds the revenue they generate.

We may not successfully attract or manage strategic alliances.

We currently intend to evaluate strategic alliances, partnerships or joint
ventures, as a means of acquiring additional sources of content, distribution
and investment. Pursuing such transactions will entail a number of risks and
difficulties. We compete with a wide variety of information providers and there
may be competition for content providers, distribution channels and funding. We
can offer no guarantee that we will be able to locate suitable candidates for
alliances or risk sharing partners. If we are able to do so, we will require a
high level of managerial skill to successfully evaluate and implement these
transactions. We have little experience in evaluating and implementing
transactions of this type, and we cannot guarantee that we will be able to
successfully pursue this strategy.

We may have to defend against intellectual property infringement claims and
libel and defamation claims, which may cause significant operational
expenditures.

Parties may assert claims against us that we have violated a patent or infringed
a copyright, trademark or other proprietary right belonging to them. Parties
could also bring libel, defamation or similar claims based on the content
published on our web sites. Much of the content on our web sites comes from
third parties, so to protect ourselves against such claims, our license
agreements with third party content providers generally require that the content
providers defend, indemnify and hold us harmless with respect to any claim by a
third party that the licensed content they have provided infringes on any
proprietary right. While we endeavor to have commentators defend, indemnify and
hold us harmless with respect to any third party claim for libel or defamation
in connection with our commentators' work product, commentators do not often
agree to provide us with such protection. Even where we are successful in making
commentators agree to provide us such protections, we cannot assure you that
these measures will be adequate to protect us from such claims. Any such claims,
whether meritorious or not, could result in the expenditure of significant
financial and managerial resources on our part, which could materially adversely
affect our business, results of operations and financial condition.


                                       12
<PAGE>

Failure to maintain our reputation for trustworthiness may reduce the number of
our users, which may harm our business.

It is very important that we maintain our reputation as a trustworthy provider
of financial news and commentary. The occurrence of events, including our
misreporting a news story or the non-disclosure of stock ownership by one or
more of our commentators, could harm our reputation for trustworthiness. These
events could result in a significant reduction in the number of our readers,
which could materially adversely affect our business, results of operations and
financial condition.

We depend on key people in management and operations.

We depend on our president's and other key employees' contacts within the
professional financial community for certain information that we provide to our
subscribers. Accordingly, our success will be largely dependent on our ability
to retain our president and other key personnel. We may also need to attract and
retain additional qualified managers, officers and other key personnel in the
future in order to successfully manage our planned growth. We cannot guarantee
that we will be able to do so. If we lose the services of any of our key
personnel or are unable to attract, hire, train and retain qualified officers,
managers and operating, marketing and financial personnel, our business, and
your investment, could be adversely affected.

We may face difficulties concerning continued availability of our sources of
information for certain products.

Certain products that we offer through our site, including JAGNotes and the
Rumor Room, rely on information from independent third party sources. We do not
maintain written agreements with these sources to provide this information, so
we cannot guarantee that any of these sources will continue to provide the
information necessary to maintain these products on our site. If information
from these sources is altered, curtailed or discontinued this could adversely
affect the viability of these products. This, in turn, could decrease the demand
for our site or otherwise materially adversely affect our business.


                          Risks Related to Our Industry

Our business is dependent on the continued public interest in the stock market.

The recent volatility of the stock market has generated unprecedented public
interest in the stock market and trading. Our success as retail financial
information providers depends upon the continued maintenance or growth of this
interest. The recent downturn in the stock market may be responsible for an
overall decrease in subscription revenues since the end of our second fiscal
quarter. It is not clear what impact the recent downturn in the stock market
will ultimately have on our business. A number of factors that are out of our
control could lead to a stagnate or depressed stock market which would likely
decrease the public's interest in stock trading and financial information. If
this were to happen, it is likely that we would lose a significant percentage of
our then current and potential subscriber base.


                                       13
<PAGE>

Our stock - and technology and Internet stocks generally - have been and may
continue to be volatile.

The market for our stock has been and is likely to continue to be highly
volatile and subject to wide price and volume fluctuations. These variations are
the result of many factors, most of which are beyond our control. Furthermore,
Internet and technology related stocks generally have been subject to wide
fluctuations in price and volume that often appear to be unrelated to the
operating success of these companies. The volatility of the stock market in
recent months has made it difficult for many dot-com companies to raise funds,
and a number of companies have gone bankrupt. Such volatility can present risks
for investors. Moreover, such volatility often leads to securities litigation
brought by investors who are seeking to recoup losses resulting from rapid and
significant drops in price and/or volume. While we are not aware of any pending
or threatened suit or basis therefor, such suits are costly and we could be
adversely affected if such a suit were brought against us.

We are in an intensely competitive business with low barriers to entry.

Our web site's primary competitors provide financial news, commentary and
analysis on the Internet such as Yahoo Finance, CBSMarketwatch.com,
TheStreet.com, Briefing.com, America Online Personal Finance Channel, WebFN.com,
Reuters PLC and MotleyFool.com. Providing financial information and analysis
over the Internet is a relatively new business, but it is already intensely
competitive. An increasing number of web-based financial information providers
are competing for subscribers, customers, advertisers, content providers,
analysts, commentators and staff, and we continue to face competition from
traditional news and information sources including television and print. We
expect competition from both sources to intensify and increase in the future.
Many such competitors have substantially greater financial and other resources
than we have.

Our major competitors include:

o        Online financial news and information providers including Yahoo
         Finance, CBSMarketwatch.com, TheStreet.com, Briefing.com, America
         Online Personal Finance Channel, WebFN.com, Reuters PLC and
         MotleyFool.com; o Internet portals and search engines such as America
         Online, MSN and Yahoo;

o        Traditional media sources such as The Wall Street Journal, The
         Financial Times, Barrons, CNNfn, and CNBC, all of whom also have an
         Internet presence;

o        Webcasts of financial news, including Yahoo Finance Vision and WebFN;

o        Terminal-based financial news providers including Bloomberg, Reuters
         and Dow Jones; and

o        Online brokerage firms such as E*Trade, Charles Schwab or CSFB Direct.

Most of our current and potential competitors have greater name recognition,
financial, technical and marketing resources, and more extensive customer bases
than we do, all of which could be leveraged to gain market share to our
detriment.


                                       14
<PAGE>

The barriers to entry into our business are relatively low - i.e., it is not
difficult for new competitors to enter the market. Much of the information we
provide is publicly available and we do not have any patented or otherwise
protected technologies that would preclude or inhibit competitors from entering
our markets. Our current and future competitors may develop or offer services
that have significant price, substantive, creative or other advantages over the
services we provide. If they do so and we are unable to respond satisfactorily,
our business and financial condition will likely be adversely affected.

System slowdowns or failures could hurt our business.

In order for our business to be successful, we must provide consistently fast
and reliable access to our web sites. Slowdowns, breakdowns or failures in our
computer and communication systems, or of the Internet generally, are often
beyond our control and could jeopardize access to our site at any time. In
addition, heavy traffic on our site or on the Internet generally could severely
slow access to, and the performance of, our site. Repeated system slowdowns will
likely impair our ability to service and maintain our existing subscriber base
and attract new subscribers. Failures of or damage to our computer or
communications systems could render us unable to operate our site or even our
business for extended periods of time.

We may not be able to adequately protect ourselves against security risks.

All Internet businesses are subject to electronic and computer security risks.
We have taken steps to protect ourselves from unauthorized access to our systems
and use of our site, but we cannot guarantee that these measures will be
effective. If our security measures are ineffective, unauthorized parties could
alter, misappropriate, or otherwise disrupt our service or information. If such
unauthorized parties were able to access certain of our, or our customers',
proprietary information, including subscribers' credit card numbers, we would
face significant unexpected costs and a risk of material loss, either of which
could adversely affect our business.

                     Risks Related to Our Capital Structure

A large percentage of our stock is owned by relatively few people, including
officers and directors.

As of October 22, 2001, our named executive officers and directors beneficially
owned or controlled a total of approximately 6,739,500 shares, or approximately
27.05% of our outstanding common stock. Taking into account shares issuable
pursuant to our equity line purchase agreement with Cornell Capital, we estimate
that Cornell Capital Partners, L.P. could beneficially own up to 61,500,000
shares, or more than three times the currently outstanding shares of our common
stock.

The market for our stock is limited.

Our stock is traded on the Nasdaq OTC Bulletin Board. Trading activity since
that time has fluctuated and at times been limited. We cannot guarantee that a
consistently active trading market for our stock will continue, especially while
we remain on the OTC Bulletin Board.


                                       15
<PAGE>

Shareholders may experience significant dilution from our sale of shares to
Cornell Capital Partners, L.P.

As the market price for our common stock decreases, the number of shares which
may be sold to Cornell Capital Partners, L.P. pursuant to our equity line
purchase agreement will increase. If we were to require Cornell Capital to
purchase our shares at a time when our stock price is depressed, our existing
shareholders' interest in our company will be significantly reduced. We have
registered 60,000,000 shares for sale to Cornell Capital pursuant to the equity
line purchase agreement and 1,500,000 shares which have been issued to Cornell
Capital as an investor's fee in connection with such agreement. If we determine
to sell Cornell Capital more than a total of 60,000,000 shares under the equity
line purchase agreement, we would need to file an additional registration
statement. Shareholders will experience significant dilution if, as the result
of a declining market price of JagNotes common stock, we are forced to sell most
or all of these shares to Cornell Capital. In addition, if Cornell Capital is
unable to resell the shares we issue to it under the equity line, Cornell
Capital could obtain a controlling interest in JagNotes.

The resale by Cornell Capital Partners, L.P. of our shares may lower the market
price of our common stock

The resale by Cornell Capital Partners, L.P. of the common stock that it
purchases from us will increase the number of our publicly traded shares, which
could lower the market price of our common stock. Moreover, the shares that we
sell to Cornell Capital will be available for immediate resale. There are no
contractual restrictions on the ability of Cornell Capital to offer shares under
the prospectus covering such shares. If we continue to exercise our put right
under the equity line purchase agreement every 10 trading days and Cornell
Capital continues to immediately resell such shares, our market price could
decrease significantly and you could experience significant dilution. In
addition, the mere prospect of this transaction could by itself lower the market
price for our common stock.

We may not be able to obtain payment from Cornell Capital Partners, L.P.

Cornell Capital Partners, L.P.'s obligation to purchase our shares under the
equity line purchase agreement is dependent upon various conditions being
satisfied. If these conditions are not satisfied, we cannot require Cornell
Capital to purchase our shares. Since the obligation of Cornell Capital to
complete its purchase is not secured or guaranteed, if Cornell Capital does not
have available funds at the time it is required to make a purchase or if Cornell
Capital otherwise refuses to honor its obligation to us, we may not be able to
force it to do so.

We may not receive all of the proceeds that we anticipate from our agreement
with Cornell Capital Partners, L.P.

Our equity line purchase agreement requires Cornell Capital Partners, L.P. to
purchase up to $10,000,000 of our shares, as we elect from time to time. We have
registered 60,000,000 shares to sell to Cornell Capital under such agreement.
Since the price at which we will sell our shares to Cornell Capital is at a 5%
discount to the average market price of our common stock, if our closing stock
price is less than $.18 per share on the day prior to the date of sale, we will
receive gross proceeds of less than $10,000,000, unless we determine to file an


                                       16
<PAGE>

additional registration statement. In addition, depending on the trading volume
and market price of our shares, we may not be able to raise funds through the
sale of shares to Cornell Capital as fast as we would like or as much as we
would like.

Investors will be relying on our management's judgment regarding the use of
proceeds from our sale of shares to Cornell Capital.

Our management will have broad discretion with respect to the use of the net
proceeds received from Cornell Capital in connection with the equity line, and
investors will be relying on the judgment of our management regarding the
application of these proceeds. We intend to use such funds to provide general
working capital for JagNotes, including working capital which might be required
by any new subsidiaries we may establish.


                                     PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS

Our common stock has been traded in the over-the-counter market on the OTC
Bulletin Board under the symbol JNOT since approximately March 26, 1999. Prior
to that date, the stock was traded under the symbol PFSS with only limited and
sporadic trading.

The following table reflects quarterly high and low sales prices of our common
stock since March 26, 1999. Such prices are inter-dealer quotations without
retail mark-ups, mark-downs or commissions, and may not represent actual
transactions.

         -------------------------------------------      --------      -------
                                                            High          Low
         -------------------------------------------      --------      -------
         Fiscal Year 2000
         -------------------------------------------      --------      -------
         First Quarter, ending October 31, 1999             $8.19        $5.38
         -------------------------------------------      --------      -------
         Second Quarter, ending January 31, 2000             8.00         3.38
         -------------------------------------------      --------      -------
         Third Quarter, ending April 30, 2000                5.50         1.50
         -------------------------------------------      --------      -------
         Fourth Quarter, ending July 31, 2000                2.88         0.81
         -------------------------------------------      --------      -------
         Fiscal Year 2001
         -------------------------------------------      --------      -------
         First Quarter, ending October 31, 2000              2.13         0.94
         -------------------------------------------      --------      -------
         Second Quarter, ending January 31, 2001             1.16         0.13
         -------------------------------------------      --------      -------
         Third Quarter, ending April 30, 2001                0.27         0.04
         -------------------------------------------      --------      -------
         Fourth Quarter, ending July 31, 2001                0.45         0.04
         -------------------------------------------      --------      -------
         Fiscal Year 2002
         -------------------------------------------      --------      -------
         First Quarter, through October 22, 2001             0.32         0.05
         -------------------------------------------      --------      -------

As of October 22, 2001, there were 91 stockholders of record of our common
stock. On October 22, 2001, the closing bid price for our common stock was
$0.065.


                                       17
<PAGE>

As of October 22, 2001, there were 91 stockholders of record of our common
stock. On October 22, 2001, the closing bid price for our common stock was
$.065.

Rights of Security Holders

Common Stock

Our Articles of Incorporation authorize the issuance of 100,000,000 shares of
common stock, $.00001 par value, of which 21,815,598 shares were outstanding as
of October 22, 2001.

Holders of shares of common stock are entitled to one vote for each share on all
matters to be voted on by the stockholders and are not entitled to cumulate
their votes in the election of directors. Holders of shares of common stock are
entitled to share ratably in dividends, if any, as may be declared from time to
time by the Board of Directors in its discretion, from funds legally available
therefor. In the event of a liquidation, dissolution or winding up of JagNotes,
the holders of shares of common stock are entitled to share pro rata all assets
remaining after payment in full of all liabilities. Holders of common stock have
no preemptive or other subscription rights, and there are no conversion rights
or redemption or sinking fund provisions with respect to such shares.

Options

As of July 31, 2001, there were options outstanding to purchase an aggregate of
6,558,500 shares of our common stock at exercise prices ranging from $0.10 to
$3.50 per share, subject to certain vesting requirements, at any time prior to
various dates through March 14, 2005, provided, however, that certain of these
options will expire prior to such dates upon the termination of certain
contracts with us.

Warrants

As of July 31, 2001, the following warrants to purchase shares of our common
stock were outstanding:

o        warrants to purchase, at any time prior to March 15, 2005, 750,000
         shares of common stock at $6.00 per share;

o        warrants to purchase 25,000 shares of our common stock at $2.00 per
         share, at any time prior to June 12, 2005; and

o        warrants to purchase 1,250,000 shares of our common stock at $2.00 per
         share, at any time prior to July 21, 2005 of which warrants to purchase
         690,000 shares of our common stock have been subsequently canceled.

Dividend Policy

We have never paid any cash dividends on our common stock and anticipate that,
for the foreseeable future, no cash dividends will be paid on our common stock.


                                       18
<PAGE>

Payment of future cash dividends will be determined by our Board of Directors
based upon conditions then existing, including our financial condition, capital
requirements, cash flow, profitability, business outlook and other factors. In
addition, our future credit arrangements may restrict the payment of dividends.

Recent Sale of Unregistered Securities

We have made the following sales of unregistered securities within the last
three years:

On October 5, 2001, we entered into a Settlement Agreement with Strategic Growth
International, Inc., pursuant to which we agreed to issue to Strategic Growth
International 441,807 shares of our common stock in lieu of $57,434.52 in cash
payments which were owed to Strategic Growth International under our investor
relations services agreement. As of the date of this filing, the certificate
evidencing such shares had not yet been issued. The issuance of such securities
was exempt from registration under the Securities Act of 1933 pursuant to
Section 4(2) thereof.

On August 17, 2001, we entered into a $10,000,000 Equity Line Purchase Agreement
with Cornell Capital Partners, L.P., a limited partnership managed by Yorkville
Advisors Management, LLC, a Delaware limited liability company, pursuant to
which we can put our shares, once registered with the SEC, from time to time, at
a purchase price equal to 95% of the lowest closing bid price for such shares
over the five trading days preceding the sale of such shares. In connection with
the Equity Line Purchase Agreement, we issued Cornell Capital an investor's fee
of 1,500,000 shares of our common stock. We also have agreed to pay a 5% cash
fee to Cornell Capital payable out of each drawdown under the equity line. The
investments under the Equity Line Purchase Agreement will be made in reliance
upon Regulation D.

On July 21, 2000, we entered into a consulting agreement with The May Davis
Group, Inc. pursuant to which we issued warrants to acquire an aggregate of
1,250,000 shares of our common stock to May Davis and five of its affiliates in
exchange for investment banking services. The issuance of such securities was
exempt from registration under the Securities Act of 1933 pursuant to Section
4(2) thereof.

On June 12, 2000, we closed a private sale of a convertible debenture in the
principal amount of $2,500,000 due June 12, 2003 and bearing interest at 8% per
year, which is convertible into shares of our common stock, to CALP II, a
Bermuda limited partnership. The issuance of such securities was exempt from
registration under the Securities Act of 1933, as amended, pursuant to
Regulation S promulgated thereunder.

On June 14, 2000, we entered into a $10,000,000 Equity Line of Credit Agreement
with CALP II, a Bermuda limited partnership, pursuant to which we can put our
shares, once registered with the SEC, from time to time, at a purchase price
equal to 85% of the average of the five lowest closing bid prices for such
shares over the ten trading days preceding the sale of such shares, subject to
volume limitations based upon current trading volumes and market price per
share. In connection with the Equity Line of Credit Agreement, we issued CALP II
a five-year stock purchase warrant to purchase 428,571 shares of our common
stock. We have agreed to pay a 10% finders' fee and issue warrants to acquire
250,000 shares of our common stock to certain placement agents in connection
with this transaction. The investments under the Equity Line of Credit Agreement
will be made in reliance upon Regulation S.


                                       19
<PAGE>

On March 15, 2000, we entered into a consulting agreement with M.S. Farrell &
Co. pursuant to which we issued warrants to acquire 750,000 shares of our common
stock to M.S. Farrell in exchange for investment banking services. The issuance
of such securities was exempt from registration under the Securities Act of 1933
pursuant to Section 4(2) thereof.

On March 14, 2000, we entered into an agreement with Strategic Growth
International, Inc. pursuant to which we granted options to acquire 500,000
shares of our common stock to Strategic Growth International in exchange for
investor relations services. The issuance of such securities was exempt from
registration under the Securities Act of 1933 pursuant to Section 4(2) thereof.

In January 2000, we closed a private sale of 785,715 shares of common stock to
Reliant Limited, a corporation organized under the laws of the Isle of Man, for
cash consideration of $2,750,000, $1,500,000 of which was paid to us on January
17, 2000 and $1,250,000 of which was paid to us during the three month period
ended April 30, 2000. A 10% fee was paid to the placement agent out of the each
drawdown. The issuance of such securities was exempt from registration under the
Securities Act of 1933, as amended, pursuant to Regulation S promulgated
thereunder.

In May 1999, we closed a private sale of 1,665,390 shares of common stock and
555,130 warrants to 27 accredited investors for cash consideration of
approximately $7,327,000 received in March and April of 1999. The issuance of
such securities was exempt from registration under the Securities Act of 1933
pursuant to Section 4(2) thereof and Rule 506 of Regulation D promulgated
thereunder.

In May 1999, we issued 20,000 shares of its common stock to one person in
exchange for services. The issuance of such shares was exempt from registration
under the Securities Act of 1933 pursuant to Section 4(2) thereof and/or Rule
506 of Regulation D promulgated thereunder.

In March 1999, the Company (then known as Professional Perceptions, Inc.) issued
a total of 4,990,000 shares of common stock to 9 sophisticated investors for
cash consideration of $940,000. The issuance of such securities was exempt from
registration under the Securities Act of 1933 pursuant to Rule 504 of Regulation
D promulgated thereunder.

In March 1999 the Company (then known as Professional Perceptions, Inc.) issued
3,500,000 shares of common stock to the stockholders of JagNotes, Inc. in
exchange for all of the outstanding shares of JagNotes, Inc. The issuance of
such securities was exempt from registration under the Securities Act of 1933
pursuant to Section 4(2) thereof and Regulation D promulgated thereunder.

In March and April 1998 the Company (then known as Professional Perceptions,
Inc.) sold 720,900 shares of common stock to approximately 30 investors for cash
consideration totaling approximately $70,000. The issuance of such securities
was exempt from registration under the Securities Act of 1933 pursuant to Rule
504 of Regulation D promulgated thereunder.

In December 1997 the Company (then known as Professional Perceptions, Inc.) sold
3,100,000 shares of common stock to the three founders of the Company in
exchange for $5,275. The issuance of such securities was exempt from
registration under the Securities Act of 1933 pursuant to Section 4(2) thereof
and Regulation D promulgated thereunder.


                                       20
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                                     JAGNOTES.COM, INC.


                                                     /s/ Gary Valinoti
                                                     -----------------
                                                     Gary Valinoti
                                                     Chief Executive Officer

Dated: November 6, 2001


         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.


<TABLE>
<CAPTION>
        Signature                                Title                                 Date
<S>                              <C>                                              <C>
                                 Chief Executive Officer, President and
/s/ Gary Valinoti                Director (Principal Executive Officer)           November 6, 2000
-----------------------------
Gary Valinoti

/s/ Stephen J. Schoepfer         Chief Operating Officer and Director             November 6, 2000
-----------------------------
Stephen J. Schoepfer

                                 Chief Financial Officer (Principal
/s/ Raymond G. Taylor            Financial and Accounting Officer)                November 6, 2000
-----------------------------
Raymond G. Taylor

                                 Executive Vice President, General Counsel
/s/ Thomas J. Mazzarisi          and Director                                     November 6, 2000
-----------------------------
Thomas J. Mazzarisi
</TABLE>


                                       21