<PAGE>

                    U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  -----------

                                  FORM 10-QSB

              Quarterly Report Pursuant To Section 13 or 15(d) of
                      the Securities Exchange Act of 1934

                   For Quarterly Period Ended April 30, 2002.
                       Commission File Number 000-28761.

                            JAG MEDIA HOLDINGS, INC.
             (Exact name of Registrant as specified in its Charter)

                    Nevada                              88-0380546
        (State or other jurisdiction of              (I.R.S. Employer
        incorporation or organization)              Identification No.)

                               6865 SW 18th Street
                                   Suite B-13
                            Boca Raton, Florida 33433
                    (Address of Principal Executive Offices)

                                 (561) 393-0605
                (Issuer's Telephone Number, Including Area Code)

                                   -----------

         Indicate by check mark 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 preceding 12 months (or for such shorter period that the
Registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.

                                                   Yes  X    No
                                                       ---      ---

         As of April 30, 2002, the Registrant had 28,572,693 shares of Class A
common stock and 2,515,556 shares of Series 1 Class B common stock outstanding.






<PAGE>


                                     PART I
                              FINANCIAL INFORMATION

Item 1.           Financial Statements.


                   JAG Media Holdings, Inc. and Subsidiaries
                 (formerly JagNotes.com Inc. and Subsidiaries)




                          Index to Financial Statements


                                                                          PAGE
                                                                          ----

Condensed Consolidated Balance Sheet
     April 30, 2002 (Unaudited)                                           F-2

Condensed Consolidated Statements of Operations
     Nine and Three Months Ended April 30, 2002 and 2001 (Unaudited)      F-3

Condensed Consolidated Statement of Changes in Stockholders' Equity
(Deficiency)
     Nine Months Ended April 30, 2002 (Unaudited)                         F-4

Condensed Consolidated Statements of Cash Flows
     Nine Months Ended April 30, 2002 and 2001 (Unaudited)                F-5

Notes to Condensed Consolidated Financial Statements                      F-6/16



                                      * * *


                                      F-1
<PAGE>


                   JAG Media Holdings, Inc. and Subsidiaries

                      Condensed Consolidated Balance Sheet
                                 April 30, 2002
                                  (Unaudited)


                                     Assets

Current assets:
    Cash and cash equivalents                                      $     36,330
    Accounts receivable                                                  32,344
    Other current assets                                                 82,819
                                                                   ------------
           Total current assets                                         151,493

Equipment, net of accumulated depreciation of $106,135                   64,853
                                                                   ------------
           Total                                                   $    216,346
                                                                   ============


       Liabilities and Stockholders' Deficiency

Current liabilities:
    Accounts payable and accrued expenses                          $    418,697
    Deferred revenues                                                   100,611
    Notes payable to officers                                           400,000
                                                                   ------------
           Total liabilities                                            919,308
                                                                   ------------

Commitments and contingencies

Stockholders' deficiency:
    Preferred stock; par value $.00001 per share; 15,000,000
        shares authorized; none issued                                       --
    Class A common stock, par value $.00001 per share;
        155,000,000 shares authorized; 28,572,693 shares
        issued and outstanding                                              286
    Class B common stock, par value $.00001 per share;
        30,000,000 shares authorized; 2,515,556 shares of
        Series 1 issued and outstanding                                      25
    Additional paid-in capital                                       37,596,776
    Unearned compensation                                              (535,934)
    Accumulated deficit                                             (37,764,115)
                                                                   ------------
           Total stockholders' deficiency                              (702,962)
                                                                   ------------

           Total                                                   $    216,346
                                                                   ============



           See Notes to Condensed Consolidated Financial Statements.


                                      F-2
<PAGE>

                   JAG Media Holdings, Inc. and Subsidiaries

                Condensed Consolidated Statements of Operations
        Nine and Three Months Ended April 30, 2002 and 2001 (Unaudited)




<TABLE>
<CAPTION>

                                                Nine Months                       Three Months
                                              Ended April 30,                    Ended April 30,
                                        ----------------------------     ---------------------------------
                                            2002           2001              2002                2001
                                        ------------   -------------     -------------       -------------
<S>                                     <C>            <C>                <C>                <C>
Revenues                                $    467,962   $     784,595      $     65,737       $    156,699
                                        ------------   -------------     -------------       -------------

Operating expenses:
    Cost of revenues                         821,320       6,910,285           154,883            190,908
    Selling expenses                          28,698         123,225             3,091             12,178
    General and administrative expenses    2,579,035       7,802,319           906,494          1,371,651
    Write-off of capitalized web site
        development costs                    263,754
                                        ------------   -------------     -------------       -------------
          Totals                           3,692,807      14,835,829         1,064,468          1,574,737
                                        ------------   -------------     -------------       -------------

Loss from operations                      (3,224,845)    (14,051,234)         (998,731)        (1,418,038)

Other income (expense):
    Interest income                                           13,111                                2,771
    Interest expense                                      (1,526,811)                             (38,462)
    Gain on sale of subsidiary                               196,959                              196,959
                                        ------------   -------------     -------------       -------------
Net loss                                 $(3,224,845)   $(15,367,975)     $   (998,731)       $(1,256,770)
                                        ============   =============     =============       =============


Basic net loss per share                       $(.13)          $(.89)          $ (.03)              $(.07)
                                        ============   =============     =============       =============


Basic weighted average common
    shares outstanding                    25,112,971      17,354,565        29,170,656         19,312,807
                                        ============   =============     =============       =============

</TABLE>




           See Notes to Condensed Consolidated Financial Statements.



                                      F-3
<PAGE>


                   JAG Media Holdings, Inc. and Subsidiaries

Condensed Consolidated Statement of Changes in Stockholders' Equity (Deficiency)
                        Nine Months Ended April 30, 2002
                                  (Unaudited)

<TABLE>
<CAPTION>

                                                               Common Stock
                               -----------------------------------------------------------------------
                                                                Class A           Series  1  Class B
                                                        ----------------------   -------------------
                               Number of                  Number of               Number of
                                Shares       Amount        Shares      Amount       Shares      Amount
                              ------------  ----------  ------------ ---------   ----------  ---------
<S>                           <C>             <C>       <C>              <C>      <C>            <C>
Balance, August 1, 2001        19,312,807     $193

Effects of recapitalization   (19,312,807)    (193)     17,557,097       $176     1,755,710      $17

Sales of common stock
   pursuant to equity
   financing agreement,
   net of expenses of
   $38,575                                               6,510,465         65       651,045        7

Effects of issuance of
   common stock in
   exchange for services                                 1,088,006         11       108,801        1

Effects of issuance of
   stock options in
   exchange for services

Options exercised                                        3,417,125         34

Effects of cancellation of
   stock options previously
   issued in exchange for
   services

Amortization of unearned
   compensation

Net loss

                              ------------  ----------  ------------ ---------   ----------  ---------
Balance, April 30, 2002            --       $  --       28,572,693       $286     2,515,556      $25
                              ============ ===========  ============ =========   ==========  =========
<CAPTION>

                                 Additional
                                  Paid-in         Unearned         Accumulated
                                  Capital       Compensation         Deficit        Total
                                -------------   ------------     ---------------  -----------
<S>                            <C>             <C>             <C>              <C>
Balance, August 1, 2001          $35,669,723     $(975,090)      $(34,539,270)    $   155,556

Effects of recapitalization

Sales of common stock
   pursuant to equity
   financing agreement,
   net of expenses of
   $38,575                           632,812                                          632,884

Effects of issuance of
   common stock in
   exchange for services             777,378      (609,300)                           168,090

Effects of issuance of
   stock options in
   exchange for services             561,544                                          561,544

Options exercised                    144,319                                          144,353

Effects of cancellation of
   stock options previously
   issued in exchange for
   services                         (189,000)      189,000

Amortization of unearned
   compensation                                    859,456                            859,456

Net loss                                                           (3,224,845)     (3,224,845)
                                -------------   ------------     ---------------  -----------
Balance, April 30, 2002          $37,596,776     $(535,934)      $(37,764,115)    $  (702,962)
                                =============   ============     ===============  ===========

</TABLE>





           See Notes to Condensed Consolidated Financial Statements.





                                      F-4
<PAGE>


                   JAG Media Holdings, Inc. and Subsidiaries

                Condensed Consolidated Statements of Cash Flows
                   Nine Months Ended April 30, 2002 and 2001
                                  (Unaudited)
<TABLE>
<CAPTION>

                                                                                            2002                  2001
                                                                                         -------------         -------------
<S>                                                                                       <C>                  <C>
Operating activities:
    Net loss                                                                              $(3,224,845)         $(15,367,975)
    Adjustments to reconcile net loss to net cash used in
        operating activities:
        Depreciation                                                                           28,755               104,785
        Amortization of unearned compensation                                                 859,456             7,660,318
        Amortization of capitalized web site development costs                                 87,917               155,624
        Write-off of capitalized web site development costs                                   263,754
        Effects of issuance of common stock and stock options
           in exchange for services                                                           589,460
        Charges to interest expense for:
           Issuance of beneficial conversion rights                                                                 217,770
           Amortization of deferred financing costs and debt discount                                             1,161,234
        Gain on sale of subsidiary                                                                                 (196,959)
        Changes in operating assets and liabilities:
           Accounts receivable                                                                  8,740                (9,216)
           Other current assets                                                                16,801               737,054
           Other assets                                                                                             (89,789)
           Accounts payable and accrued expenses                                              295,370               210,071
           Deferred revenues                                                                  (79,753)             (159,410)
           Noncurrent accrued interest payable                                                                      144,771
                                                                                         -------------         -------------
               Net cash used in operating activities                                       (1,154,345)           (5,431,722)
                                                                                         -------------         -------------

Investing activities:
    Purchases of equipment                                                                                         (268,575)
    Web site development costs capitalized                                                                          (77,068)
    Proceeds from sale of subsidiary                                                                              1,002,147
                                                                                                               -------------
               Net cash provided by investing activities                                                            656,504
                                                                                                               -------------

Financing activities:
    Proceeds from notes payable to officers                                                   400,000
    Payments of capital lease obligations                                                                           (37,055)
    Proceeds from private placement of convertible debentures                                                     3,400,000
    Costs paid in connection with private placement of
        convertible debentures                                                                                     (300,000)
    Net proceeds from private placements of common stock                                      632,884             1,050,000
    Proceeds from exercise of stock options                                                   144,353
                                                                                         -------------         -------------
               Net cash provided by financing activities                                    1,177,237             4,112,945
                                                                                         -------------         -------------

Net increase (decrease) in cash and cash equivalents                                           22,892              (662,273)
Cash and cash equivalents, beginning of period                                                 13,438               806,586
                                                                                         -------------         -------------

Cash and cash equivalents, end of period                                                 $     36,330          $    144,313
                                                                                         =============         =============
</TABLE>

           See Notes to Condensed Consolidated Financial Statements.



                                      F-5
<PAGE>


                   JAG Media Holdings, Inc. and Subsidiaries

              Notes To Condensed Consolidated Financial Statements
                                  (Unaudited)



Note 1 - Basis of presentation:

                In the opinion of management, the accompanying unaudited
                condensed consolidated financial statements reflect all
                adjustments, consisting of normal recurring accruals, necessary
                to present fairly the financial position of JAG Media Holdings,
                Inc. ("JAG Media") and its subsidiaries as of April 30, 2002,
                their results of operations for the nine and three months ended
                April 30, 2002 and 2001, their changes in stockholders' equity
                (deficiency) for the nine months ended April 30, 2002 and their
                cash flows for the nine months ended April 30, 2002 and 2001.
                Prior to February 21, 2001, JAG Media was known as JagNotes.com
                Inc. (see Note 2 herein). JAG Media and its subsidiaries are
                referred to together herein as the "Company." Pursuant to rules
                and regulations of the Securities and Exchange Commission (the
                "SEC"), certain information and disclosures normally included in
                financial statements prepared in accordance with accounting
                principles generally accepted in the United States of America
                have been condensed or omitted from these consolidated financial
                statements unless significant changes have taken place since the
                end of the most recent fiscal year. Accordingly, these condensed
                consolidated financial statements should be read in conjunction
                with the consolidated financial statements, notes to
                consolidated financial statements and the other information in
                the audited consolidated financial statements of the Company as
                of July 31, 2001 and for the years ended July 31, 2001 and 2000
                (the "Audited Financial Statements") included in the Company's
                Annual Report on Form 10-KSB (the "10-KSB") for the year ended
                July 31, 2001 that was previously filed with the SEC.

                The results of the Company's operations for the nine months
                ended April 30, 2002 are not necessarily indicative of the
                results of operations to be expected for the full year ending
                July 31, 2002.

                The accompanying consolidated financial statements have been
                prepared assuming that the Company will continue as a going
                concern. However, as shown in the accompanying condensed
                consolidated financial statements, during the nine months ended
                April 30, 2002 and 2001, the Company only generated revenues of
                approximately $468,000 and $785,000, respectively; it incurred
                net losses of approximately $3,225,000 and $15,368,000,
                respectively; and it had cash flow deficiencies from operating
                activities of approximately $1,154,000 and $5,432,000,
                respectively. As a result, the Company had a working capital
                deficiency of approximately $768,000 and an accumulated deficit
                of approximately $37,764,000 as of April 30, 2002. In addition,
                management believes that the Company will continue to incur net
                losses and cash flow deficiencies from operating activities
                through at least April 30, 2003. These matters raise substantial
                doubt about the Company's ability to continue as a going
                concern.



                                      F-6
<PAGE>


                   JAG Media Holdings, Inc. and Subsidiaries

              Notes To Condensed Consolidated Financial Statements
                                  (Unaudited)

Note 1 - Basis of presentation (continued):

                As further explained in Note 1 to the Audited Financial
                Statements, the Company gathers and compiles financial and
                investment information from contacts at financial institutions,
                experienced journalists, money managers, analysts and other Wall
                Street professionals and generates revenues by releasing such
                information to subscribers on a timely basis through facsimile
                transmissions and a web site. Such activities had been conducted
                primarily through JAG Media until January 4, 2002. As of that
                date, JAG Media became a holding company and its newly-formed
                subsidiary, JAG Media LLC, became responsible for such
                operations. In September 2000, another subsidiary, JAGfn
                Broadband, L.L.C. ("JAGfn"), started an advertiser-based
                financial webcast which was sold on February 1, 2001. Another
                subsidiary, JagNotes.Euro.com Ltd. ("Euro"), was attempting to
                generate foreign revenues. Euro's activities were terminated
                prior to January 31, 2001. On January 4, 2002, another
                subsidiary, JAG Company Voice LLC, was formed to provide small
                to medium sized companies with production and distribution
                services for delivering press releases and other company
                information over the Internet in streaming video format;
                however, it had not conducted any significant operations as of
                April 30, 2002.

                Primarily as a result of the sale of the advertiser-based
                financial webcast operations and the termination of its efforts
                to generate foreign revenues during the year ended July 31,
                2001, the Company's net loss was reduced to approximately
                $3,225,000 for the nine months ended April 30, 2002 from
                approximately $15,368,000 for the nine months ended April 30,
                2001. The net losses included net noncash charges of
                approximately $1,829,000 and $9,102,000 for the nine months
                ended April 30, 2002 and 2001, respectively, primarily for the
                depreciation of equipment, the amortization and write-off of
                capitalized web site development costs, the amortization of
                unearned compensation, the issuance of common stock and stock
                options in exchange for services, the issuance of beneficial
                conversion rights and the amortization of debt financing costs
                and discount.

                Management believes that, in the absence of a substantial
                increase in subscription revenues, it is probable that the
                Company will continue to incur losses and negative cash flows
                from operating activities through at least April 30, 2003 and
                that the Company will need to obtain additional equity or debt
                financing to sustain its operations until it can market its
                services, expand its customer base and achieve profitability.

                As further explained in Note 5 herein, the Company entered into
                an agreement with an investment partnership on August 17, 2001
                pursuant to which the Company had, in effect, "put" options
                whereby, subject to certain conditions, it had been able to
                require the investment partnership to purchase shares of its
                common stock from time to time at prices based on the market
                value and average daily trading volume of its shares. The
                maximum aggregate purchase price under this equity line was
                $10,000,000. As of April 30, 2002, the Company had received
                gross proceeds of approximately $671,000 from the exercise of
                "put" options.




                                      F-7
<PAGE>


                   JAG Media Holdings, Inc. and Subsidiaries

              Notes To Condensed Consolidated Financial Statements
                                  (Unaudited)



Note 1 - Basis of presentation (concluded):

                The original agreement with the investment partnership was
                initially scheduled to expire on September 27, 2004. As also
                explained in Note 5 herein, the agreement was terminated in
                April 2002 and was replaced by another agreement with the
                investment partnership that provides for a new $10,000,000
                equity line that will become available as of the date an
                appropriate registration statement pursuant to the Securities
                Act of 1933 (the "Act") covering the shares issuable under the
                new equity line is declared effective by the Securities and
                Exchange Commission.

                Management believes that the Company will be able to generate
                sufficient revenues from its remaining facsimile transmission
                and web site operations and obtain sufficient financing from its
                agreement with the investment partnership or through other
                financing agreements to enable it to continue as a going concern
                through at least April 30, 2003. However, if the Company cannot
                generate sufficient revenues and/or obtain sufficient additional
                financing, if necessary, by that date, the Company may be forced
                thereafter to restructure its operations, file for bankruptcy or
                entirely cease its operations.

                The accompanying condensed consolidated financial statements do
                not include any adjustments related to the recoverability and
                classification of assets or the amount and classification of
                liabilities that might be necessary should the Company be unable
                to continue as a going concern.


Note 2 - Effects of amendment to the articles of incorporation:

                On February 21, 2002, the stockholders of the Company approved
                an amendment to the articles of incorporation pursuant to which
                the name of the Company was changed to JAG Media Holdings, Inc.
                The stockholders also approved another amendment that authorized
                the implementation of changes related to a recapitalization plan
                for the Company that was consummated on April 8, 2002. Pursuant
                to the recapitalization plan, (i) the total number of shares of
                all classes of capital stock authorized for issuance by the
                Company increased from 100,000,000 shares to 200,000,000 shares
                with a par value of $.00001 per share, of which 15,000,000
                shares became authorized for issuance as preferred stock,
                155,000,000 shares became authorized for issuance as Class A
                common stock and 30,000,000 shares became authorized for
                issuance as Class B common stock; and (ii) the Company issued 1
                share of Class A common stock and .1 share of Class B common
                stock designated as Series 1 Class B common stock in exchange
                for every 1.1 shares of common stock outstanding prior to the
                recapitalization.



                                      F-8
<PAGE>


                   JAG Media Holdings, Inc. and Subsidiaries

              Notes To Condensed Consolidated Financial Statements
                                  (Unaudited)

Note 2 - Effects of amendment to the articles of incorporation (concluded):

                In addition, holders of stock options that were entitled to
                receive shares of common stock upon exercise of stock options
                issued pursuant to the Company's incentive stock option plan
                became entitled to receive an equivalent number of shares of
                Class A common stock at the same exercise price upon exercise;
                holders of all other stock options and warrants became entitled
                to receive a proportional number of shares of Class A common
                stock and Series 1 Class B common stock at a proportional
                exercise price upon exercise (see Note 11 to the Audited
                Financial Statements and Note 5 herein).

                Each share of Series 1 Class B common stock is immediately
                convertible into one share of Class A common stock. Each share
                of Series 1 Class B common stock also may be redeemed by the
                Company at any time for either one share of Class A common stock
                or equivalent cash value. Each share of Class A common stock and
                Series 1 Class B common stock will be equal in respect to
                dividends and voting rights. Therefore, each share of Series 1
                Class B common stock is, in substance, equivalent to one share
                of Class A common stock for financial reporting purposes. In
                addition, each share of Class A common stock and each share of
                Series 1 Class B common stock is equivalent to one share of
                common stock that was outstanding before the recapitalization
                for financial reporting purposes

                The recapitalization was effectively equivalent to a stock split
                and the numbers of shares of common stock outstanding before the
                recapitalization have been retroactively restated in the
                accompanying unaudited condensed consolidated financial
                statements and these notes as an equivalent number of shares of
                Class A common stock and Series 1 Class B common stock. However,
                the numbers of common shares and the per share amounts reflected
                in the accompanying unaudited condensed consolidated financial
                statements and these notes prior to the recapitalization are
                equivalent to the numbers of Class A common shares and the per
                share amounts after the recapitalization on a fully diluted
                basis assuming the conversion of the Series 1 Class B common
                stock and, accordingly, the recapitalization did not have any
                overall effect on per share amounts.

Note 3 - Net earnings (loss) per share:

                The Company presents "basic" earnings (loss) per share and, if
                applicable, "diluted" earnings per share pursuant to the
                provisions of Statement of Financial Accounting Standards No.
                128, "Earnings per Share" ("SFAS 128"). Basic earnings (loss)
                per share is calculated by dividing net income or loss by the
                weighted average number of common shares outstanding during each
                period. The calculation of diluted earnings per share is similar
                to that of basic earnings per share, except that the denominator
                is increased to include the number of additional common shares
                that would have been outstanding if all potentially dilutive
                common shares, such as those issuable upon the exercise of
                outstanding stock options and warrants and the conversion of the
                outstanding convertible debentures, were issued during the
                period, the treasury stock method had been applied to the
                proceeds from the exercise of the options and warrants and the
                interest costs applicable to the convertible debentures had been
                added back to the numerator.



                                      F-9
<PAGE>


                   JAG Media Holdings, Inc. and Subsidiaries

              Notes To Condensed Consolidated Financial Statements
                                  (Unaudited)



Note 3 - Net earnings (loss) per share (concluded):

                Diluted per share amounts have not been presented in the
                accompanying condensed consolidated statements of operations
                because the Company had a net loss in the nine and three months
                ended April 30, 2002 and 2001 and the assumed effects of the
                exercise of the Company's stock options and warrants that were
                outstanding during all or part of those periods and the
                conversion of its convertible debentures that had been
                outstanding during part of the nine months ended April 30, 2001
                would have been anti-dilutive.

                The following table presents the components of the basic
                weighted average common shares outstanding for the nine and
                three months ended April 30, 2002 and 2001 as retroactively
                adjusted for the effects of the recapitalization:

                            Nine Months Ended              Three Months Ended
                                April 30,                       April 30,
                           -------------------------    -----------------------
                             2002          2001           2002          2001
                           -----------  ------------    ----------   ----------

       Class A              22,837,299    15,776,877    26,541,250   17,557,097
       Series 1 Class B      2,275,672     1,577,688     2,629,406    1,755,710
                           -----------  ------------    ----------   ----------
            Totals          25,112,971    17,354,565    29,170,656   19,312,807
                           -----------  ------------    ----------   ----------

                However, as explained in Note 2 herein, the recapitalization had
                no effect on the total number of weighted average common shares
                outstanding used in the computation of basic net loss per share
                in each period.


Note 4 - Income taxes:

                As of April 30, 2002, the Company had net operating loss
                carryforwards of approximately $22,601,000 available to reduce
                future Federal taxable income which will expire from 2019
                through 2022.

                As of April 30, 2002, the Company's deferred tax assets
                consisted of the effects of temporary differences attributable
                to the following:

                Deferred revenues, net                        $       27,000
                Unearned compensation                              2,255,000
                Net operating loss carryforwards                   9,027,000
                                                              --------------
                                                                  11,309,000
                Less valuation allowance                         (11,309,000)
                                                              --------------

                       Total                                  $        --
                                                              ==============



                                      F-10
<PAGE>


                   JAG Media Holdings, Inc. and Subsidiaries

              Notes To Condensed Consolidated Financial Statements
                                  (Unaudited)

Note 4 - Income taxes (concluded):

                Due to the uncertainties related to, among other things, the
                changes in the ownership of the Company, which could subject its
                net operating loss carryforwards to substantial annual
                limitations, and the extent and timing of its future taxable
                income, the Company offset its net deferred tax assets by an
                equivalent valuation allowance as of April 30, 2002.

                The Company had also offset the potential benefits from its net
                deferred tax assets by an equivalent valuation allowance during
                the year ended July 31, 2001. As a result of a decrease in the
                valuation allowance of $2,440,000 and an increase in the
                valuation allowance of $1,048,000 during the nine and three
                months ended April 30, 2002, respectively, and increases in the
                valuation allowance of $6,137,000 and $4,824,000 during the nine
                and three months ended April 30, 2001, respectively, there are
                no credits for income taxes reflected in the accompanying
                condensed consolidated statements of operations to offset
                pre-tax losses.

                Although the Company had a net loss for the nine months ended
                April 30, 2002, net deferred tax assets and the offsetting
                valuation allowance decreased during that period primarily as a
                result of the cancellation of unexercised options and warrants
                (see Note 5) and the related reduction in temporary differences
                attributable to the amounts of unearned compensation recorded
                for financial statement and tax purposes.


Note 5 - Other issuances of common stock, warrants and stock options:
         Equity financing agreements:

                    As further explained in Note 11 to the Audited Financial
                    Statements, on August 17, 2001, the Company entered into an
                    equity line purchase agreement (the "Original Equity Line
                    Agreement") with Cornell Capital Partners, L.P. ("Cornell
                    Capital") pursuant to which the Company had, in effect,
                    "put" options whereby, subject to certain conditions, it had
                    been able to require the investment partnership to purchase
                    shares of its common stock from time to time at prices based
                    on the market value and average daily trading volume of its
                    shares. The maximum aggregate purchase price under the
                    Original Equity Line Agreement was $10,000,000. The Original
                    Equity Line Agreement was initially scheduled to expire on
                    September 27, 2004. However, it was terminated in April 2002
                    and was replaced by another agreement with the investment
                    partnership as further described below.

                    Cornell Capital received 1,500,000 shares of the Company's
                    common stock (1,363,637 and 136,363 Class A and Series 1
                    Class B shares, respectively) of as of August 17, 2001 as
                    additional consideration for entering into the Original
                    Equity Line Agreement and certain principals of Cornell
                    Capital agreed to surrender for cancellation outstanding
                    warrants for the purchase of a total of 690,000 shares of
                    the Company's common stock (627,273 and 62,727 Class A and
                    Series 1 Class B shares, respectively). Cornell Capital was
                    also entitled to a cash fee equal to 5% of the gross
                    proceeds received by the Company in connection with each
                    put.


                                      F-11
<PAGE>



                   JAG Media Holdings, Inc. and Subsidiaries

              Notes To Condensed Consolidated Financial Statements
                                  (Unaudited)

Note 5 - Other issuances of common stock, warrants and stock options
(continued):

                Equity financing agreements (concluded):

                    During the nine months ended April 30, 2002, Cornell Capital
                    was required to pay $671,459 and it received 5,661,510
                    shares of common stock (5,146,828 and 514,682 Class A and
                    Series 1 Class B shares, respectively) as a result of the
                    exercise of put options under the Original Equity Line
                    Agreement, and the Company received proceeds of $632,884,
                    net of $38,575 of placement fees.

                    On April 19, 2002, the Company entered into a new equity
                    line purchase agreement (the "New Equity Line Agreement")
                    with Cornell Capital pursuant to which the Company will
                    have, in effect, new put options whereby, subject to certain
                    conditions, it can require Cornell Capital to purchase
                    shares of its Class A common stock from time to time at an
                    aggregate purchase price of $10,000,000. The term of the New
                    Equity Line Agreement will extend for 24 months. It will
                    become available as of the date a registration statement
                    under the Act filed by the Company for the registration of
                    the shares issuable to Cornell Capital becomes effective,
                    unless the New Equity Line Agreement is terminated earlier
                    at the discretion of the Company. The purchase price will be
                    95% of the lowest closing bid price of the Company's Class A
                    common stock over a specified number of trading days
                    commencing on specified dates. Cornell Capital shall be
                    entitled to a cash fee equal to 5% of the gross proceeds
                    received from Cornell Capital in connection with each put.
                    The timing and amount of the required purchases shall be at
                    the Company's discretion subject to certain conditions
                    including (i) a maximum purchase price to be paid by Cornell
                    Capital for each put of $500,000 and (ii) a requirement that
                    at least five trading days must elapse before the Company
                    can deliver a new put notice to Cornell Capital. The Company
                    will be required to issue 10,000 shares of its Class A
                    common stock to placement agents as of the effective date as
                    consideration for their services in connection with the New
                    Equity Line Agreement.

                Options, warrants and other equity instruments issued for
                services:

                    As explained in Note 7 to the Audited Financial Statements,
                    the Company has issued, from time to time, stock options,
                    warrants and/or shares of common stock to employees as
                    compensation and to other nonemployees, including investment
                    analysts and commentators that have entered into agreements
                    to provide the Company with financial information that is
                    released to subscribers, as consideration for consulting,
                    professional and other services. As explained in Note 2 to
                    the Audited Financial Statements, the Company recognizes the
                    cost of such issuances based on the fair value of the equity
                    instruments issued over the periods in which the related
                    services are rendered in accordance with the provisions of
                    Statement of Financial Accounting Standards No. 123
                    "Accounting for Stock-Based Compensation" ("SFAS 123").



                                      F-12
<PAGE>


                   JAG Media Holdings, Inc. and Subsidiaries

              Notes To Condensed Consolidated Financial Statements
                                  (Unaudited)

Note 5 - Other issuances of common stock, warrants and stock options
(continued):

         Options, warrants and other equity instruments issued for services
         (continued):

                  The following table reconciles the number of shares of common
                  stock subject to options and warrants that were outstanding at
                  August 1, 2001 as a result of issuances of options and
                  warrants to employees and nonemployees as compensation for
                  services to the number outstanding at April 30, 2002 and sets
                  forth other related information:

<TABLE>
<CAPTION>
                                                             Number of Shares
                                                   ------------------------------------
                                                                               Series 1
                                                                  Class A       Class B
                                                     Common       Common        Common           Range of
                                                      Stock        Stock         Stock            Prices
                                                  ------------ -----------    ----------       -------------
<S>                                                <C>           <C>           <C>            <C>
          Options and warrants issued for
             services outstanding, August 1,
             2001 (A)                               8,583,500                                  $.10  - $6.00
          Effects of recapitalization (B)          (8,583,500)   8,356,227     227,273         $.10  - $6.00

          Options granted to employees and
             consultants (C)                                     4,936,725                     $.001 - $.10
          Options and warrants cancelled
             (C)(D)                                             (5,925,771)    (62,728)        $.05  - $2.00
          Options exercised (E)                                 (3,417,125)                    $.001 - $.25
                                                  ------------ -----------    ----------
          Options and warrants issued for
             services outstanding, April 30,
             2002 (F)(G)                            --           3,950,056     164,545         $.001 - $6.00
                                                  ============ ===========    ==========       ==============
</TABLE>

                         (A)   The cost of the options and warrants, determined
                               based on their aggregate estimated fair values at
                               the respective dates of issuance, was initially
                               charged directly to expense or to unearned
                               compensation to be amortized to expense. The
                               balance of unearned compensation as of August 1,
                               2001 was $975,090.

                         (B)   In connection with the Recapitalization (see Note
                               2 herein), holders of stock options that were
                               entitled to receive shares of common stock upon
                               exercise of stock options issued pursuant to the
                               Company's 1999 Long-term Incentive Plan (the
                               "Incentive Plan") became entitled to receive an
                               equivalent number of shares of Class A common
                               stock at the same exercise price upon exercise;
                               holders of all other stock options and warrants
                               became entitled to receive a proportional number
                               of shares of Class A common stock and Series 1
                               Class B common stock at a proportional exercise
                               price upon exercise.


                                      F-13
<PAGE>


                   JAG Media Holdings, Inc. and Subsidiaries

              Notes To Condensed Consolidated Financial Statements
                                  (Unaudited)



Note 5 - Other issuances of common stock, warrants and stock options
         (continued):

         Options, warrants and other equity instruments issued for services
         (continued):

                  (C)      As further explained in Note 11 to the Audited
                           Financial Statements, on August 31, 2001, pursuant to
                           amended and restated employment agreements between
                           the Company and its three senior executives, each
                           dated August 31, 2001, the Company granted options to
                           purchase 1,000,000 shares of, effectively, Class A
                           common stock at $.02 per share to each of the three
                           senior executives as additional compensation for
                           services to be rendered under such contracts. Options
                           previously granted to the three senior executives
                           pursuant to their original employment agreements,
                           which gave each executive the right to purchase
                           900,000 shares of, effectively, Class A common stock
                           at an exercise price of $.25 per share, were
                           cancelled. In accordance with the provisions of SFAS
                           123, the Company charged $24,000 to compensation
                           expense in the nine months ended April 30, 2002,
                           which represented the excess of the aggregate fair
                           value of the options to purchase 1,000,000 shares of
                           Class A common stock granted to each executive on
                           August 31, 2001 over the aggregate fair value of the
                           options to purchase 900,000 shares of Class A common
                           stock previously granted to each of the executives
                           immediately prior to the cancellation of those
                           options.

                           In addition, during the nine months ended April 30,
                           2002, the Company issued options for the purchase of
                           1,936,725 shares of, effectively, Class A common
                           stock at exercise prices ranging from $.001 to $.10
                           per share to employees and consultants that did not
                           have employment or other contractual agreements. The
                           aggregate estimated fair value of the options at the
                           respective dates of issuance of $538,000 was charged
                           directly to compensation and consulting expense
                           during the nine months ended April 30, 2002.

                  (D)      As a result of the cancellation of options during the
                           nine months ended April 30, 2002, the Company
                           reversed the unamortized balance of $189,000 of
                           charges recorded as unearned compensation in
                           connection with the original issuances of options to
                           employees and consultants.

                  (E)      During the nine months ended April 30, 2002, the
                           Company issued 3,417,125 shares of, effectively,
                           Class A common stock upon the exercise of options and
                           received proceeds of $144,353.




                                      F-14
<PAGE>


                   JAG Media Holdings, Inc. and Subsidiaries

              Notes To Condensed Consolidated Financial Statements
                                  (Unaudited)

Note 5 - Other issuances of common stock, warrants and stock options
(continued):

         Options, warrants and other equity instruments issued for services
         (continued):


                  (F)      These options and warrants also include options for
                           the purchase of 2,304,600 shares of, effectively,
                           Class A common stock granted pursuant to the
                           Incentive Plan which provides for individual awards
                           to officers, employees, directors, consultants and
                           certain other individuals that may take the form of
                           stock options and certain other types of awards for
                           which the value is based in whole or in part upon the
                           fair market value of, effectively, the Company's
                           Class A common stock. The number of shares of Class A
                           common stock that may be subject to all types of
                           awards under the Incentive Plan as amended may not
                           exceed 6,000,000 shares. As of April 30, 2002, the
                           options for the purchase of all of the 2,304,600
                           shares of Class A common stock remained outstanding.

                  (G)      These options and warrants will expire at various
                           dates from July 2005 through March 2012.

                    A total of $561,544 and $188,544 was charged directly to
                    compensation and consulting expense during the nine and
                    three months ended April 30, 2002, respectively, and
                    $1,908,370 was charged to unearned compensation during the
                    nine months ended April 30, 2001 as a result of the options
                    issued as compensation to employees and as consideration for
                    consulting, professional and other services in the
                    transactions described above and/or in Note 7 to the Audited
                    Financial Statements.

                    In addition, during the nine months ended April 30, 2002,
                    the Company issued 1,196,807 shares of its common stock
                    (1,088,066 and 108,801 Class A and Series 1 Class B shares,
                    respectively) to employees and consultants as compensation
                    to employees and as consideration for consulting,
                    professional and other services. The aggregate estimated
                    fair value of the shares at the respective dates of issuance
                    was $777,390, of which $168,090 was charged directly to
                    compensation and consulting expense and $609,300 was charged
                    to unearned compensation during the nine months ended April
                    30, 2002. A total of $79,900 was charged directly to
                    compensation and consulting expense during the three months
                    ended April 30, 2002.




                                      F-15
<PAGE>


                   JAG Media Holdings, Inc. and Subsidiaries

              Notes To Condensed Consolidated Financial Statements
                                  (Unaudited)

Note 5 - Other issuances of common stock, warrants and stock options
(concluded):

         Options, warrants and other equity instruments issued for services
         (concluded):

                    Unearned compensation is being amortized to expense on a
                    straight-line basis over the period in which the related
                    services are rendered (such period is limited to the initial
                    term of any related employment or consulting agreement). A
                    total of $859,456 and $7,660,318 was amortized during the
                    nine months ended April 30, 2002 and 2001, respectively, and
                    a total of $577,268 and $3,794,711 was amortized during the
                    three months ended April 30, 2002 and 2001, respectively. A
                    total of $189,000 of unearned compensation was reversed
                    during the nine months ended April 30, 2002 as a result of
                    the cancellation of options. The unamortized balance of
                    charges to unearned compensation of $535,934 has been
                    reflected as a reduction of stockholders' equity as of April
                    30, 2002.

                    The fair values of the options, warrants and shares issued
                    and/or transferred as compensation to employees and as
                    consideration for consulting, professional and other
                    services in the transactions described above were determined
                    in accordance with SFAS 123 using the Black-Scholes
                    option-pricing model. The fair values were determined during
                    the nine months ended April 30, 2002 based on the following
                    assumptions:

                         Expected years of option life:            5
                         Risk-free interest rate:                  4.5%
                         Dividend yield:                           0%
                         Volatility:                          307% - 361%


Note 6 - Notes payable to officers:

                On April 1, 2001, two executive officers loaned the Company a
                total of $400,000 subject to the terms and conditions of
                unsecured promissory notes that bear interest at an annual rate
                of 2.69% and become payable on July 1, 2002.


Note 7 - Write-off of capitalized web site development costs:

                As a result of the Company's continuing losses and the
                uncertainties related to its ability to generate income in
                future periods, management determined on January 31, 2002 that
                the value of the Company's capitalized web site development
                costs had been impaired and, accordingly, the remaining
                unamortized balance of approximately $264,000 as of that date
                was written off.


Note 8 - Legal proceedings:

                The Company is involved in various legal proceedings. In the
                opinion of management, these actions are routine in nature and
                will not have any material adverse effects on the Company's
                consolidated financial statements in subsequent years.

                                      * * *



                                      F-16

<PAGE>



Item 2.           Management's Discussion and Analysis.

                              RESULTS OF OPERATIONS

Nine months ended April 30, 2002 as compared to the nine months ended
April 30, 2001

Revenues:

Revenues primarily consist of subscription revenues derived from annual,
semi-annual, quarterly and monthly subscriptions relating to our product
JAGNotes. JAGNotes 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. Until May
1999, JAGNotes was faxed to a limited audience of financial professionals. More
recently, we changed our focus to also include the retail investor by providing
a variety of investment information including but not limited to the JAGNotes
through our web site. During the nine months ended April 30, 2002 subscription
revenues decreased as compared to the nine months ended April 30, 2001 with
total subscription revenues for the comparable periods of approximately $468,000
and $785,000, respectively.

As more fully described in previous filings it was originally our intention to
increase subscription revenues through international expansion and increased
awareness of our United States of America web site. In addition, commensurate
with the establishment of JAGfn Broadband L.L.C. ("JAGfn"), effective August 1,
2000 we began focusing much of our efforts on the establishment of our
webcasting or real time streaming video programming through our web site. It was
our hope that this additional service would have provided our primary source of
revenues in the form of advertising income on a going forward basis and that
subscription income would have been ancillary to our operations as a whole.
However, during the nine months ended April 30, 2001 we halted our international
expansion plans and did not receive any advertising income in connection with
our real time video programming. As a result JAGfn was sold on February 1, 2001
resulting in a gain of approximately $197,000. As a result of this change in
focus we suffered a significant decrease in subscription revenue. We have once
again re-focused our efforts on building the awareness of our JagNotes products
and our web site in an attempt to increase subscription revenues.

While our revenues do include revenues from other sources, such as advertising,
these other revenues are not material to our operations as a whole. In addition,
we did not generate any revenues from our subsidiary JAG Company Voice LLC
("Company Voice") during the nine months ended April 30, 2002. Company Voice was
formed to provide production and distribution services to small and medium sized
publicly traded companies.

Cost of revenues:

Cost of revenues includes the cost to transmit the product over the telephone
and fax lines, on-line service charges for our web site, costs in connection
with the development and maintenance of the web site, payments to commentators
and employees for their reports that are posted on our web site and that were
broadcasted on our webcast during the nine months ended April 30, 2001 and
salaries associated with the production of our webcast during the nine months
ended April 30, 2001. During the nine months ended April 30, 2002 cost of
revenues decreased by approximately $6,089,000 to approximately $821,000 from
approximately $6,910,000 during the nine months ended April 30, 2001.

The primary causes for this decrease were as follows:

         o        A decrease of approximately $3,420,000 in costs for our
                  commentators and consultants associated with our web site from
                  approximately $3,949,000 during the nine months ended April
                  30, 2001 to approximately $529,000 during the nine months
                  ended April 30, 2002. Such amounts included cash consideration
                  of $64,000 and $1,265,000 and non-cash charges related to the
                  amortization of unearned compensation and the issuance of
                  stock options in exchange for services of $465,000 and
                  $2,684,000 during the nine months ended April 30, 2002 and
                  2001, respectively. The decrease in such costs is commensurate
                  with the expiration of consulting agreements entered into in
                  prior years that were not renewed. In addition, we were
                  relieved of substantially all of our obligations under various
                  consulting agreements as part of the sale of JAGfn effective
                  February 1, 2001.

         o        During the nine months ended April 30, 2001 we incurred salary
                  charges of approximately $2,438,000 in connection with the
                  production of the JAGfn webcast. We were relieved of such
                  costs concurrent with the sale of JAGfn effective February 1,
                  2001.

         o        A decrease in costs associated with the development and
                  maintenance of our web site of approximately $231,000 from
                  approximately $355,000 during the nine months ended April 30,
                  2001 to approximately $124,000 during the nine months ended
                  April 30, 2002. The decrease results from the fact that during
                  the year ended July 31, 2000 and continuing into the nine
                  months ended April 30, 2001 we re-designed our web site to
                  integrate the JAGfn webcast and as a result incurred
                  additional costs.


<PAGE>

Selling expenses:

Selling expenses consist primarily of advertising and other promotional
expenses. During the nine months ended April 30, 2002 selling expenses decreased
approximately $94,000 to approximately $29,000 from its level of approximately
$123,000 during the nine months ended April 30, 2001. The major components of
this decrease are:


         o        An approximate $45,000 decrease in advertising and promotional
                  costs from approximately $48,000 during the nine months ended
                  April 31, 2001 to approximately $3,000 during the nine months
                  ended April 30, 2002.

         o        An approximate $50,000 decrease in business travel related
                  expenses from approximately $76,000 during the nine months
                  ended April 30, 2001 to approximately $26,000 during the nine
                  months ended April 30, 2002.

The decrease in both of these expense categories results from our efforts to
better contain costs as we attempt to build our subscription base.

General and administrative expenses:

General and administrative expenses consist primarily of compensation and
benefits for the officers, other compensation, occupancy costs, professional
fees and other office expenses. General and administrative expenses decreased
approximately $5,223,000 during the nine months ended April 30, 2002 to
approximately $2,579,000 from approximately $7,802,000 during the nine months
ended April 30, 2001. The decrease in general and administrative expenses is
primarily attributable to the following:

         o        A decrease of approximately $1,195,000 in rent expense from
                  approximately $1,208,000 during the nine months ended April
                  30, 2001 to approximately $13,000 during the nine months ended
                  April 30, 2002. The decrease in rent expense is attributable
                  to the lease costs that were associated with our webcasting
                  studio and offices in New York City, which we no longer have.

         o        A decrease of approximately $3,777,000 in amortization of
                  unearned compensation, a non-cash charge, from approximately
                  $4,482,000 during the nine months ended April 30, 2001 to
                  approximately $705,000 during the nine months ended April 30,
                  2002. These costs were associated with the issuance of common
                  stock options and warrants to investment bankers and other
                  parties exploring business expansion opportunities on our
                  behalf during the fiscal year ended July 31, 2001. As of July
                  31, 2001 a significant portion of these costs had been fully
                  amortized thus resulting in the significant decrease.

         o        A decrease in payroll and payroll related expenses of
                  approximately $350,000 from approximately $1,018,000 during
                  the nine months ended April 30, 2001 to approximately $668,000
                  during the nine months ended April 30, 2002. The decrease
                  results from a significant downsizing of our staff subsequent
                  to the year ended July 31, 2001 to be more commensurate with
                  our operations.


<PAGE>

         o        These decreases were partially offset by an increase in
                  professional fees of approximately $50,000 from approximately
                  $618,000 during the nine months ended April 30, 2001 to
                  approximately $668,000 during the nine months ended April 30,
                  2002 and an increase in data processing expenses of
                  approximately $106,000 from approximately $8,000 during the
                  nine months ended April 30, 2001 to approximately $114,000
                  during the nine months ended April 30, 2002. These increases
                  are attributable to various SEC filings in connection with our
                  recapitalization and JAGfn's termination of its activities
                  which terminated the sharing of our data processing costs.

The remainder of the decrease is attributable to our efforts to better contain
costs.

Write-off of capitalized web site development costs:

During the nine months ended April 30, 2002, we recognized a charge of
approximately $264,000 associated with the write-off of our capitalized web site
development costs. Our web site was redesigned during 2001 to accommodate our
webcast. As a result of the sale of JAGfn, and the fact that we continue to
incur net operating losses, the carrying value of the capitalized web site costs
was deemed to be impaired in accordance with accounting principles generally
accepted in the United States of America.

Interest expense:

During the nine months ended April 30, 2001 we incurred interest expense of
approximately $1,527,000 of which $1,379,000 was associated with the
amortization of deferred financing costs and debt discounts associated with
outstanding convertible debentures. The remaining $148,000 was a result of
accrued interest on the outstanding principal balance of such debentures. These
debentures were assumed and/or cancelled concurrent with the sale of JAGfn.

Net loss:

As a result of the above, we had a net loss of approximately $3,225,000 during
the nine months ended April 30, 2002 as compared to a net loss of approximately
$15,368,000 during the nine months ended April 30, 2001.

Three months ended April 30, 2002 as compared to the three months ended April
30, 2001

Revenues:

During the three months ended April 30, 2002 subscription revenues decreased as
compared to the three months ended April 30, 2001 with total subscription
revenues for the comparable periods of approximately $66,000 and $157,000,
respectively.


<PAGE>


Cost of revenues:

During the three months ended April 30, 2002 cost of revenues decreased by
approximately $36,000 to approximately $155,000 from approximately $191,000
during the three months ended April 30, 2001.

The primary cause for this decrease was a decrease in costs associated with the
development and maintenance of our web-site of approximately $154,000 from
approximately $162,000 during the three months ended April 30, 2001 to
approximately $8,000 during the three months ended April 30, 2002. The decrease
results from the fact that during the year ended July 31, 2000 and continuing
into the three months ended April 30, 2001 we re-designed our web site to
integrate the Jagfn webcast and as a result incurred additional costs.

This decrease was offset by an increase of approximately $15,000 in costs for
our commentators and consultants associated with our web site from approximately
$99,000 during the three months ended April 30, 2001 to approximately $114,000
during the three months ended April 30, 2002. Such amounts included cash
consideration of $15,000 and $6,000 and non-cash charges related to the
amortization of unearned compensation of $99,000 and $93,000 during the three
months ended April 30, 2002 and 2001. These charges increased as a result of
various new consulting agreements entered into during the three months ended
April 30, 2002.

The remainder of the decrease results from a decrease in telephone and fax costs
which coincides with the decrease on our fax subscriber base.

Selling expenses:

During the three months ended April 30, 2002 selling expenses decreased
approximately $9,000 to approximately $3,000 from its level of approximately
$12,000 during the three months ended April 30, 2001. The major components of
this decrease are:

         o        An approximate $6,000 decrease in advertising and promotional
                  costs from approximately $6,000 during the three months ended
                  April 30, 2001 to no charges during the three months ended
                  April 30, 2002.

         o        An approximate $3,000 decrease in business travel related
                  expenses from approximately $7,000 during the three months
                  ended April 30, 2001 to approximately $4,000 during the three
                  months ended April 30, 2002.

The decrease in both of these expense categories results from our efforts to
better contain costs as we attempt to build our subscription base.

General and administrative expenses:

General and administrative expenses decreased approximately $466,000 during the
three months ended April 30, 2002 to $906,000 from approximately $1,372,000
during the three months ended April 30, 2001. The decrease in general and
administrative expenses is primarily attributable to the following:

         o        A decrease of approximately $65,000 in rent expense from
                  approximately $67,000 during the three months ended April 30,
                  2001 to approximately $2,000 during the three months ended
                  April 30, 2002. The decrease in rent expense is attributable
                  to the lease costs that were associated with our webcasting
                  studio and offices in New York City, which we no longer have.


<PAGE>

         o        A decrease of approximately $571,000 in amortization of
                  unearned compensation, a non-cash charge, from approximately
                  $712,000 during the three months ended April 30, 2001 to
                  approximately $141,000 for the three months ended April 30,
                  2002. These costs were associated with the issuance of common
                  stock options and warrants to investment bankers and other
                  parties exploring business expansion opportunities on our
                  behalf during the fiscal year ended July 31, 2001. As of July
                  31, 2001 a significant portion of these costs had been fully
                  amortized thus resulting in the significant decrease.

The decreases were partially offset by an increase in professional fees of
approximately $66,000 from approximately $259,000 during the three months ended
April 30, 2001 to approximately $325,000 during the three months ended April 30,
2002 and data processing expenses of approximately $73,000. There were no data
processing expenses incurred during the three months ended April 30, 2001. These
increases are attributable to various SEC filings, including in connection with
our recapitalization.

The remainder of the decrease is attributable to our efforts to better contain
costs.

Interest expense:

During the three months ended April 30, 2001 we incurred interest expense of
approximately $38,000 of which $31,000 was associated with the amortization of
deferred financing costs and debt discounts associated with outstanding
convertible debentures. The remaining $7,000 was a result of accrued interest on
the outstanding principal balance of such debentures. These debentures were
assumed and/or cancelled concurrent with the sale of JAGfn.

Net loss:

As a result of the above, we had a net loss of approximately $999,000 during the
three months ended April 30, 2002 as compared to a net loss of approximately
$1,257,000 during the three months ended April 30, 2001.

                         LIQUIDITY AND CAPITAL RESOURCES

During the nine months ended April 30, 2002 and 2001 we only generated revenues
of approximately $468,000 and $785,000 respectively, incurred net losses of
approximately $3,225,000 and $15,368,000, respectively, and had cash flow
deficiencies from operating activities of approximately $1,154,000 and
$5,432,000, respectively. As a result, we had a cash balance of only
approximately $36,000, a working capital deficiency of $768,000 and an
accumulated deficit of approximately $37,764,000 as of April 30, 2002. In
addition, we believe that we will continue to incur net losses through at
least April 30, 2003. These matters raise substantial doubt about our ability to
continue as a going concern.


<PAGE>

Our net losses during the nine months ended April 30, 2002 and 2001 included
noncash operating expenses of approximately $1,829,000 and $9,102,000,
respectively. Primarily as a result of the sale of the advertiser-based
financial webcast operations of JAGfn and the termination of our efforts to
generate foreign revenues we reduced our net loss from approximately $15,368,000
for the nine months ended April 30, 2001 to $3,225,000 for the nine months ended
April 30, 2002. We believe that, in the absence of a substantial increase in
subscription revenues, it is probable that we will continue to incur losses and
negative cash flows from operating activities through at least April 30, 2003
and that we will need to obtain additional equity or debt financing to sustain
our operations until we can successfully market our services, expand our
customer base and achieve profitability.

We believe that we will be able to generate sufficient revenues from our
remaining facsimile transmission and web site operations and obtain sufficient
financing from our financing agreement described below or through other
financing agreements to enable us to continue as a going concern through at
least April 30, 2003. However, if we cannot generate sufficient revenues and/or
obtain sufficient additional financing, if necessary, by that date, we may be
forced thereafter to restructure our operations, file for bankruptcy or entirely
cease our operations.

During nine months ended April 30, 2002 we used approximately $1,154,000 in our
operations. Although we had a net loss of approximately $3,225,000 for the nine
months ended April 30, 2002 such loss included non-cash charges of approximately
$1,829,000 primarily associated with depreciation and amortization of our
equipment and capitalized web site development costs, amortization of unearned
compensation, the write-off of capitalized software costs and the issuance of
stock options in exchange for services. In addition we financed our operations
in part by an increase in trade accounts payable of approximately $295,000.

On August 17, 2001, we entered into an equity line purchase agreement (the
"Original Equity Line Agreement") with Cornell Capital Partners, L.P. ("Cornell
Capital") pursuant to which we had, in effect, "put" options whereby, subject to
certain conditions, we had been able to require the investment partnership to
purchase shares of our common stock from time to time at prices based on the
market value and average daily trading volume of our shares. The maximum
aggregate purchase price under the Original Equity Line Agreement was
$10,000,000. The Original Equity Line Agreement was initially scheduled to
expire on September 27, 2004. However, it was terminated in April 2002 and was
replaced by another agreement with the investment partnership as further
described below.

Cornell Capital received 1,500,000 shares of our common stock (equivalent to
1,363,637 and 136,363 Class A and Series 1 Class B shares, respectively) of as
of August 17, 2001 as additional consideration for entering into the Original
Equity Line Agreement. Certain principals of Cornell Capital agreed to surrender
for cancellation outstanding warrants for the purchase of a total of 690,000
shares of the Company's common stock (equivalent to 627,273 and 62,727 Class A
and Series 1 Class B shares, respectively). Cornell Capital was also entitled to
a cash fee equal to 5% of the gross proceeds received by the Company in
connection with each put.


<PAGE>

During the nine months ended April 30, 2002, Cornell Capital was required to pay
$671,459 and it received 5,661,510 shares of common stock (5,146,828 and 514,682
Class A and Series 1 Class B shares, respectively) as a result of the exercise
of put options under the Original Equity Line Agreement, and we received
proceeds of $632,884, net of $38,575 of placement fees.

On April 19, 2002, we entered into a new equity line purchase agreement (the
"New Equity Line Agreement") with Cornell Capital pursuant to which we will
have, in effect, new put options whereby, subject to certain conditions, we can
require Cornell Capital to purchase shares of our Class A common stock from time
to time at an aggregate purchase price of $10,000,000. The term of the New
Equity Line Agreement will extend for 24 months. It will become available as of
the date a registration statement under the Securities Act of 1933 filed by us
for the registration of the shares issuable to Cornell Capital becomes
effective, unless the New Equity Line Agreement is terminated earlier at our
discretion. The purchase price will be 95% of the lowest closing bid price of
our Class A common stock over a specified number of trading days commencing on
specified dates. Cornell Capital shall be entitled to a cash fee equal to 5% of
the gross proceeds received from Cornell Capital in connection with each put.
The timing and amount of the required purchases shall be at our discretion
subject to certain conditions including (i) a maximum purchase price to be paid
by Cornell Capital for each put of $500,000 and (ii) a requirement that at least
five trading days must elapse before we can deliver a new put notice to Cornell
Capital. We will be required to issue 10,000 shares of our Class A common stock
to placement agents as of the effective date as consideration for their services
in connection with the New Equity Line Agreement.

During the nine months ended April 30, 2002, options to purchase 3,417,125
shares of common stock were exercised resulting in proceeds of $144,353.

On April 1, 2001 two of our executive officers loaned the Company a total of
$400,000 subject to the terms and conditions of unsecured promissory notes that
bear interest at an annual rate of 2.69%. While the notes become payable on July
1, 2002, at this time we do not have the means to repay these notes. It is our
intention to extend the maturity date of these notes.

In addition, during the nine months ended April 30, 2002, we issued 1,196,807
shares of common stock with a fair value of $777,390 and issued options to
purchase 4,936,725 shares of common stock with a fair value of $561,544 in
exchange for services.

On February 21, 2002, our stockholders approved an amendment to the articles of
incorporation pursuant to which the name of the Company was changed to JAG Media
Holdings, Inc. The stockholders also approved another amendment that authorized
the implementation of changes related to a recapitalization plan for the Company
that was consummated on April 8, 2002. Pursuant to the recapitalization plan,
(i) the total number of shares of all classes of capital stock authorized for
issuance was increased from 100,000,000 shares to 200,000,000 shares with a par
value of $.00001 per share, of which 15,000,000 shares became authorized for
issuance as preferred stock, 155,000,000 shares became authorized for issuance
as Class A common stock and 30,000,000 shares became authorized for issuance as
Class B common stock; and (ii) we issued 1 share of Class A common stock and .1
share of Class B common stock designated as Series 1 Class B common stock in
exchange for every 1.1 shares of common stock outstanding prior to the
recapitalization.


<PAGE>

In addition, holders of stock options that were entitled to receive shares of
common stock upon exercise of stock options issued pursuant to the our incentive
stock option plan became entitled to receive an equivalent number of shares of
Class A common stock at the same exercise price upon exercise; holders of all
other stock options and warrants became entitled to receive a proportional
number of shares of Class A common stock and Series 1 Class B common stock at a
proportional exercise price upon exercise.

Each share of Series 1 Class B common stock is immediately convertible into one
share of Class A common stock. Each share of Series 1 Class B common stock also
may be redeemed by us at any time for either one share of Class A common stock
or equivalent cash value. Each share of Class A common stock and Series 1 Class
B common stock will be equal in respect to dividends and voting rights.
Therefore, each share of Series 1 Class B common stock is, for financial
reporting purposes, equivalent to one share of Class A common stock. In
addition, 1 share of Class A common stock and .1 share of Series 1 Class B
common stock is equivalent to 1.1 shares of common stock that were outstanding
before the recapitalization for financial reporting purposes

The recapitalization was effectively equivalent to a stock split and the numbers
of shares of common stock outstanding before the recapitalization have been
retroactively restated in the accompanying management discussion and analysis.


<PAGE>



                                     PART II
                                OTHER INFORMATION

Item 1. Legal Proceedings.

In June 2002, the Company and Reliant Limited, a corporation organized under
the laws of the Isle of Man ("Reliant"), agreed to settle, the civil action
filed by Reliant against the Company and its transfer agent in Superior Court of
the State of New Jersey, County of Monmouth (subsequently removed to U.S.
District Court) relating to that certain Offshore Securities Subscription
Agreement dated January 18, 2000. No money will be paid under the terms of the
settlement, and the parties have agreed to execute a mutual release of claims.

Except as described above, there are no currently pending material law suits or
similar administrative proceedings and, to the best knowledge of management,
there is presently no basis for any other material suit or proceeding against
the Company.

Item 2. Changes in Securities and Use of Proceeds.

On April 8, 2002, the Company filed with the Secretary of State of the State of
Nevada an amendment to Article Fourth of its Articles of Incorporation to (i)
increase the aggregate authorized number of shares of all classes of stock from
100,000,000 to 200,000,000; (ii) create 155,000,000 shares of Class A common
stock, par value $0.00001, and 30,000,000 shares of Class B common stock, par
value $0.00001, of which 3,000,000 shares are designated Series 1 Class B common
stock; (iii) reclassify each outstanding one and one-tenth (1.1) shares of the
Company's existing common stock, par value $0.00001 per share ("Common Stock")
into (a) one (1) share of Class A common stock and (b) one-tenth (1/10th) of a
share of Series 1 Class B common stock upon surrender of physical share
certificates representing the existing Common Stock for new Class A common stock
and Series 1 Class B common stock certificates; and (iv) create a class of
15,000,000 shares of preferred stock.

In connection therewith, the Company filed a Registration Statement on Form 8-A
with the Securities and Exchange Commission (the "Commission") registering the
Class A common stock and Class B common stock under the Securities Exchange Act
of 1934, as amended. The Class A common stock trades on the Nasdaq OTC Bulletin
Board under the symbol "JGMHA".


<PAGE>

On April 9, 2002, the Company 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 it can put its shares of Class A common stock, 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 this Equity Line Purchase Agreement, the
Company issued Westrock Advisors, Inc. a placement agent fee of 10,000 shares of
its Class A common stock. The Company also agreed to pay a 5% cash fee to
Cornell Capital payable out of each drawdown under the equity line. The
investments under this Equity Line Purchase Agreement will be made in reliance
upon Regulation D. Upon effectiveness of a registration statement filed by the
Company with the Commission, the Company's original equity line purchase
agreement with Cornell Capital Partners, L.P., dated August 17, 2001, will be
superseded by the new agreement and will be of no further force and effect.


Item 3.             Defaults Upon Senior Securities.

None.

Item 4.             Submission of Matters to a Vote of Security Holders.

On or about January 28, 2002, the Company mailed a Proxy Statement to
shareholders in connection with a special meeting (the "Special Meeting") which
was held on February 21, 2002 in Conference Room 39B located on the 39th Floor
of 101 Park Avenue in New York City in the law offices of Morgan, Lewis &
Bockius LLP. The following matters were voted upon and approved at the Special
Meeting: (a) an amendment to Article First of the Company's Articles of
Incorporation to change the corporate name to JAG Media Holdings, Inc.; and (b)
an amendment to Article Fourth of the Company's Articles of Incorporation to:
(i) create 155,000,000 shares of Class A common stock, par value $0.00001, and
30,000,000 shares of Class B common stock, par value $0.00001, of which
3,000,000 shares are designated Series 1 Class B common stock; (ii) reclassify
each outstanding one and one-tenth (1.1) shares of the Company's existing Common
Stock into (x) one (1) share of Class A common stock and (y) one-tenth (1/10th)
of a share of Series 1 Class B common stock upon surrender of physical share
certificates representing the existing Common Stock for new Class A common stock
and Series 1 Class B common stock certificates; and (iii) create a class of
15,000,000 shares of preferred stock.

As of January 18, 2002, the record date established by the Board of Directors
for the Special Meeting, there were 27,266,124 shares of Common Stock
outstanding, the holders of which were entitled to vote at the Special Meeting.
The holders of 26,279,331 shares of Common Stock, or more than a majority of the
Common Stock, were present in person or represented by proxy at the Special
Meeting. The holders of 25,467,531 shares of Common Stock voted for the approval
of the name change amendment, the holders of 809,100 shares of Common Stock
voted against approval and the holders of 2,700 shares of Common Stock abstained
from the vote. The holders of 15,457,078 shares of Common Stock voted for the
approval of the recapitalization amendment, the holders of 961,996 shares of
Common Stock voted against approval and the holders of 8,800 shares of Common
Stock abstained from the vote.


<PAGE>

Item 5.           Other Information.

On April 1, 2002, Thomas J. Mazzarisi, the Company's Executive Vice President,
Chief Financial Officer and General Counsel, loaned the Company $200,000 out of
proceeds that he received from the sale of shares of Common Stock in the open
market. The loan is subject to the terms and conditions of an unsecured
promissory note issued by the Company to Mr. Mazzarisi on such date. The note,
which is payable in full to Mr. Mazzarisi on July 1, 2002, bears interest at a
rate of 2.69% per annum and may be prepaid in whole or part at any time without
premium or penalty.

On April 1, 2002, Stephen J. Schoepfer, the Company's Executive Vice President
and Chief Operating Officer, loaned the Company $200,000 out of proceeds that he
received from the sale of shares of Common Stock in the open market. The loan is
subject to the terms and conditions of an unsecured promissory note issued by
the Company to Mr. Schoepfer on such date. The note, which is payable in full to
Mr. Schoepfer on July 1, 2002, bears interest at a rate of 2.69% per annum and
may be prepaid in whole or part at any time without premium or penalty.

The Company has used the proceeds of these loans to fund existing payables and
for general corporate purposes.

Item 6. Exhibits and Reports on Form 8-K.

(a)      Exhibits.

None.

(b) Reports on Form 8-K.

The Company filed the following reports on Form 8-K during the three month
period ended April 30, 2002:

         o        Current Report on Form 8-K filed with the Commission on March
                  5, 2002, announcing procedures for exchanging stock
                  certificates pursuant to the plan of recapitalization.

         o        Current Report on Form 8-K filed with the Commission on March
                  11, 2002, attaching forms of (i) Letter to Record
                  Stockholders, (ii) Letter to Beneficial Holders of the
                  Company's Common Stock and (iii) Letter of Transmittal, in
                  connection with the plan of recapitalization.

         o        Current Report on Form 8-K filed with the Commission on March
                  13, 2002, announcing the retention of D.F. King & Co., Inc. as
                  information agent in connection with the plan of
                  recapitalization.

         o        Current Report on Form 8-K filed with the Commission on March
                  25, 2002, announcing an update regarding the procedures for
                  exchanging stock certificates pursuant to the plan of
                  recapitalization.


<PAGE>

         o        Current Report on Form 8-K filed with the Commission on April
                  17, 2002, attaching copies of the (i) Certificate of Amendment
                  of the Company's Articles of Incorporation as filed with the
                  Secretary of State of the State of Nevada on April 8, 2002,
                  (ii) Promissory Note, dated April 1, 2002, in the amount of
                  $200,000 issued to Thomas J. Mazzarisi, (iii) Promissory Note,
                  dated April 1, 2002, in the amount of $200,000 issued to
                  Stephen J. Schoepfer and (iv) Press Release announcing the
                  status of the issuance of new Class A and Series 1 Class B
                  common stock certificates.

<PAGE>


                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the Registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                               JAGNOTES.COM INC.


Date: June 19, 2002          By:  /s/ Gary Valinoti
                                 -------------------
                                 Name:  Gary Valinoti
                                 Title: President and Chief Executive Officer


Date: June 19, 2002           By:  /s/ Thomas J. Mazzarisi
                                 -------------------------
                                 Name: Thomas J. Mazzarisi
                                 Title: Executive Vice President,
                                        Chief Financial Officer and
                                        General Counsel