<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, 2001.
                        Commission File Number 000-28761.

                                JAGNOTES.COM 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.)

                         226 West 26th Street, Studio D
                            New York, New York 10001
                    (Address of Principal Executive Offices)

                                 (646) 205-8300
                (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 May 30, 2001, the Registrant had 19,312,807 shares of common
stock outstanding.



<PAGE>

                                     PART I
                              FINANCIAL INFORMATION

                       JagNotes.com Inc. and Subsidiaries
<TABLE>
<CAPTION>


                                                                                                                   PAGE
                                                                                                                   ----
<S>         <C>                                                                                                   <C>
Part I - Financial Information

Item 1.       Financial Statements

              Condensed Consolidated Balance Sheet at April 30, 2001 (Unaudited)                                    F-2

              Condensed Consolidated Statements of Operations
              Nine and Three Months Ended April 30, 2001 and 2000 (Unaudited)                                       F-3

              Condensed Consolidated Statement of Changes in Stockholders' Equity
              Nine Months Ended April 30, 2001 (Unaudited)                                                          F-4

              Condensed Consolidated Statements of Cash Flows
              Nine Months Ended April 30, 2001 and 2000 (Unaudited)                                                 F-5

              Notes to Condensed Consolidated Financial Statements                                                 F-6/15

Item 2.       Management's Discussion and Analysis or Plan of Operation




                                                                 * * *
</TABLE>




                                      F-1
<PAGE>





                       JagNotes.com Inc. and Subsidiaries

                      Condensed Consolidated Balance Sheet
                                 April 30, 2001
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                         Assets

<S>                                                                                                         <C>
Current assets:
    Cash and cash equivalents                                                                                 $     144,313
    Accounts receivable                                                                                              59,250
    Other current assets                                                                                             23,872
                                                                                                               ------------
           Total current assets                                                                                     227,435

Equipment, net of accumulated depreciation of $67,306                                                               103,252
Capitalized web site development costs, net of accumulated
    amortization of $131,875                                                                                        395,625
Investments in other companies, at cost                                                                             500,000
Other assets                                                                                                         67,248
                                                                                                               ------------

           Total                                                                                               $  1,293,560
                                                                                                               ============


                                          Liabilities and Stockholders' Equity

Current liabilities:
    Accounts payable and accrued expenses                                                                     $     178,226
    Deferred revenues                                                                                               183,290
                                                                                                               ------------
           Total liabilities                                                                                        361,516
                                                                                                               ------------

Commitments and contingencies

Stockholders' equity:
    Common stock, par value $.00001 per share; 19,312,807
        shares issued and outstanding                                                                                   193
    Additional paid-in capital                                                                                   35,642,223
    Unearned compensation                                                                                        (1,468,396)
    Accumulated deficit                                                                                         (33,241,976)
                                                                                                               ------------
           Total stockholders' equity                                                                               932,044
                                                                                                               ------------

           Total                                                                                               $  1,293,560
                                                                                                               ============

</TABLE>


See Notes to Condensed Consolidated Financial Statements.

                                      F-2
<PAGE>

                       JagNotes.com Inc. and Subsidiaries

                 Condensed Consolidated Statements of Operations
         Nine and Three Months Ended April 30, 2001 and 2000 (Unaudited)

<TABLE>
<CAPTION>
                                                                 Nine Months                           Three Months
                                                               Ended April 30,                        Ended April 30,
                                                       -------------------------------       ------------------------------
                                                             2001             2000               2001              2000
                                                       --------------     ------------       -------------     ------------
<S>                                                    <C>                <C>                 <C>              <C>
Subscription revenues                                  $      743,833     $    831,875        $    134,344     $    204,179
                                                       --------------     ------------        ------------     ------------

Operating expenses:
    Cost of revenues                                        6,959,949        6,030,850             240,572        2,692,674
    Selling expenses                                          123,225        1,649,208              12,178          775,055
    General and administrative expenses                     7,752,655        2,908,875           1,321,987        1,231,178
                                                       --------------     ------------        ------------     ------------
        Totals                                             14,835,829       10,588,933           1,574,737        4,698,907
                                                       --------------     ------------        ------------     ------------

Loss from operations                                      (14,091,996)      (9,757,058)         (1,440,393)      (4,494,728)

Other income (expense):
    Other income                                               40,762                               22,355
    Interest income                                            13,111          128,268               2,771           30,064
    Interest expense                                       (1,526,811)                             (38,462)
    Gain on sale of subsidiary                                196,959                              196,959
                                                       --------------     ------------        ------------     ------------

Net loss                                               $  (15,367,975)    $ (9,628,790)       $ (1,256,770)    $ (4,464,664)
                                                       ==============     ============        ============     ============


Basic net loss per share                                        $(.89)           $(.68)              $(.07)           $(.31)
                                                                =====            =====               =====            =====


Basic weighted average common
    shares outstanding                                     17,354,565       14,217,666          19,312,807       14,605,439
                                                       ==============     ============        ============     ============
</TABLE>









See Notes to Condensed Consolidated Financial Statements.

                                      F-3

<PAGE>


                       JagNotes.com Inc. and Subsidiaries

       Condensed Consolidated Statement of Changes in Stockholders' Equity
                        Nine Months Ended April 30, 2001
                                   (Unaudited)

<TABLE>
<CAPTION>
                                            Common Stock
                                       ---------------------    Additional
                                        Number of                 Paid-in          Unearned     Accumulated
                                          Shares     Amount       Capital        Compensation      Deficit        Total
                                       ----------    ------     ----------       ------------   -------------  ------------
<S>             <C>                    <C>           <C>        <C>              <C>            <C>            <C>
Balance, August 1, 2000                14,800,005    $ 148      $28,677,530      $(8,880,551)   $(17,874,001)  $  1,923,126

Sales of common stock pursuant
    to equity financing agreement,
    net of expenses of $116,670         1,135,850       11        1,049,989                                       1,050,000

Partial conversion of convertible
    debenture                           3,376,952       34        1,088,564                                       1,088,598

Effects of issuance of stock
    options in exchange for
    services                                                      1,908,370       (1,908,370)

Effects of issuance of beneficial
    conversion rights and warrants
    in connection with private
    placement of convertible
    debentures                                                    2,917,770                                       2,917,770

Amortization of unearned
    compensation                                                                   7,660,318                      7,660,318

Effects of sale of subsidiary                                                      1,660,207                      1,660,207

Net loss                                                                                         (15,367,975)   (15,367,975)
                                       ----------    ------     ----------       -----------    ------------   ------------

Balance, April 30, 2001                19,312,807    $ 193      $35,642,223      $(1,468,396)   $(33,241,976)  $    932,044
                                       ==========    =====      ===========      ===========    ============   ============

</TABLE>






See Notes to Condensed Consolidated Financial Statements.

                                      F-4

<PAGE>


                       JagNotes.com Inc. and Subsidiaries

                 Condensed Consolidated Statements of Cash Flows
                    Nine Months Ended April 30, 2001 and 2000
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                                                2000                2001
                                                                                            -------------       ------------
<S>                                                                                         <C>                 <C>
Operating activities:
    Net loss                                                                                $(15,367,975)       $(9,628,790)
    Adjustments to reconcile net loss to net cash used in
        operating activities:
        Depreciation                                                                             104,785             15,519
        Amortization of capitalized web site development costs                                   155,624            185,648
        Amortization of unearned compensation                                                  7,660,318          3,721,903
        Gain on sale of subsidiary                                                              (196,959)
        Charges to interest expense for:
           Issuance of beneficial conversion rights                                              217,770
           Amortization of deferred financing costs and debt discount                          1,161,234
        Changes in operating assets and liabilities:
           Accounts receivable                                                                    (9,216)          (104,695)
           Other current assets                                                                  737,054           (452,725)
           Other assets                                                                          (89,789)          (100,000)
           Accounts payable and accrued expenses                                                 210,071             79,177
           Deferred revenues                                                                    (159,410)            22,366
           Noncurrent accrued interest payable                                                   144,771
                                                                                            ------------        -----------
               Net cash used in operating activities                                          (5,431,722)        (6,261,597)
                                                                                            ------------        -----------

Investing activities:
    Purchases of equipment                                                                      (268,575)          (143,132)
    Web site development costs capitalized                                                       (77,068)          (425,000)
    Proceeds from sale of subsidiary                                                           1,002,147
    Investment in other investment information provider                                                            (150,000)
    Escrow deposit for purchase of investment in
        software developer                                                                                         (262,248)
                                                                                            ------------        -----------
               Net cash provided by (used in) investing activities                               656,504           (980,380)
                                                                                            ------------        -----------

Financing activities:
    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                                       1,050,000          2,474,960
                                                                                            ------------        -----------
               Net cash provided by financing activities                                       4,112,945          2,474,960
                                                                                            ------------        -----------

Net decrease in cash and cash equivalents                                                       (662,273)        (4,767,017)
Cash and cash equivalents, beginning of period                                                   806,586          6,078,922
                                                                                            ------------        -----------

Cash and cash equivalents, end of period                                                    $    144,313        $ 1,311,905
                                                                                            ============        ===========
</TABLE>

See Notes to Condensed Consolidated Financial Statements.

                                      F-5

<PAGE>


                       JagNotes.com 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 JagNotes.com Inc.
                ("JagNotes") and its subsidiaries as of April 30, 2001, their
                results of operations for the nine and three months ended April
                30, 2001 and 2000, their changes in stockholders' equity for the
                nine months ended April 30, 2001 and their cash flows for the
                nine months ended April 30, 2001 and 2000. JagNotes,
                JagNotes.Euro.com Ltd. ("Euro") and JAGfn Broadband, L.L.C.
                ("JAGfn") are referred to together herein as the "Company." As
                further explained below, Euro is an inactive subsidiary and
                JAGfn is a former subsidiary of JagNotes. 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, 2000 and for the years ended July 31, 2000 and 1999
                included in the Company's Annual Report on Form 10-KSB (the
                "10-KSB") for the year ended July 31, 2000 that was previously
                filed with the SEC.

                The results of the Company's operations for the nine months
                ended April 30, 2001 are not necessarily indicative of the
                results of operations to be expected for the full year ending
                July 31, 2001.

                As shown in the accompanying condensed consolidated financial
                statements, during the nine months ended April 30, 2001 and
                2000, the Company only generated revenues of approximately
                $744,000 and $832,000, respectively; it incurred net losses of
                approximately $15,368,000 and $9,629,000, respectively; and it
                had cash flow deficiencies from operating activities of
                approximately $5,432,000 and $6,262,000. As a result, the
                Company had a working capital deficiency of approximately
                $134,000 and an accumulated deficit of approximately $33,242,000
                as of April 30, 2001. In the absence of the mitigating factors
                set forth below, these matters would raise substantial doubt
                about the Company's ability to continue as a going concern.




                                      F-6

<PAGE>


                       JagNotes.com Inc. and Subsidiaries

              Notes To Condensed Consolidated Financial Statements
                                   (Unaudited)



Note 1 - Basis of presentation (concluded):
                Through April 30, 2001, the Company's operations were comprised
                of gathering and compiling information from contacts at
                financial institutions and releasing such information to
                subscribers on a timely basis through facsimile transmissions
                and web sites. Through January 31, 2001, the Company's net
                losses and cash flow deficiencies from operating activities were
                primarily attributable to the activities of JAGfn, which
                provided "real time video and audio reports" related to
                developments in the financial markets to subscribers via the
                Company's web sites, and to the development of the Company's
                foreign operations. To reduce net losses and cash flow
                deficiencies, the Company terminated all of its foreign
                operations prior to January 31, 2001 and sold its majority
                interest in JAGfn on February 1, 2001. As further explained in
                Note 3 herein, the purchaser of JAGfn agreed to, among other
                things, (i) cancel the Company's obligation to repay the
                convertible debentures it had previously sold to the purchaser,
                (ii) assume substantially all of the Company's contractual
                obligations including those under lease, employment and
                consulting agreements and (iii) make a cash payment to the
                Company of approximately $1,002,000 which was used by the
                Company primarily to repay a substantial portion of its
                remaining current liabilities. By terminating the operations of
                Euro and selling JAGfn prior to or as of the beginning of the
                three months ended April 30, 2001, the Company had a net loss of
                approximately $1,257,000 for the three months ended April 30,
                2001 compared to approximately $14,111,000 for the six months
                ended January 31, 2001. The net loss of approximately $1,257,000
                for the three months ended April 30, 2001 included noncash
                charges for depreciation and amortization of approximately
                $898,000. The Company also reduced its working capital
                deficiency from approximately $746,000 as of January 31, 2001 to
                approximately $134,000 as of April 30, 2001.

                Management believes that the Company will generate sufficient
                revenues from its remaining facsimile transmission and web site
                operations to enable it to continue as a going concern through
                at least April 30, 2002. However, if the Company cannot generate
                sufficient revenues and/or obtain additional financing, if
                necessary, by that date, the Company may be forced thereafter to
                once again restructure, file for bankruptcy or entirely cease
                its operations.


Note 2 - 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

                                      F-7

<PAGE>

                       JagNotes.com Inc. and Subsidiaries

              Notes To Condensed Consolidated Financial Statements
                                   (Unaudited)

Note 2 - Net earnings (loss) per share (continued):
                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.

                Diluted per share amounts have not been presented in the
                accompanying condensed consolidated statements of operations
                because the Company had a net loss during the nine and three
                months ended April 30, 2001 and 2000 and the assumed effects of
                the exercise of all of the Company's outstanding stock options
                and warrants and the conversion of the outstanding convertible
                debentures would have been anti-dilutive.


Note 3 - Disposition of JAGfn:
                On February 1, 2001, the Company sold its 85% interest in JAGfn
                to an investor (the "Investor") for consideration comprised
                primarily of (i) a payment of approximately $1,002,000 in cash,
                and (ii) an agreement to cancel the Company's obligation to
                repay a series of convertible debentures payable to the Investor
                and the accrued interest thereon. The Investor also agreed to,
                among other things, assume substantially all of the Company's
                contractual obligations including, but not limited to, those
                under lease, employment and consulting agreements; the
                cancellation of certain warrants to purchase shares of the
                Company's common stock; the cancellation of the Investor's
                agreement to provide the Company with equity financing (see Note
                5 herein); and the issuance of an option to the Company for the
                purchase of a 10% membership interest in JAGfn for $5,000,000 at
                any time prior to January 31, 2002. The Company also agreed to
                cancel JAGfn's obligation to repay intercompany advances.

                The assets and liabilities of JAGfn as of January 31, 2001 are
                summarized below:
<TABLE>
<CAPTION>

<S>                                                                                    <C>
                    Current assets - prepaid expenses                                  $    225,000

                    Equipment, net                                                          567,343
                    Capitalized web site development costs, net                              64,224
                    Other assets                                                             96,793
                                                                                       ------------
                           Total assets                                                     953,360
                                                                                       ------------

                    Current liabilities:
                        Accounts payable and accrued expenses                              (341,044)
                        Current portion of capital lease obligations                        (47,186)
                        Intercompany advances                                            (4,553,373)
                                                                                       ------------
                           Total current liabilities                                     (4,941,603)

                    Capital lease obligations, net of current portion                       (20,743)
                                                                                       ------------
                           Total liabilities                                             (4,962,346)
                                                                                       ------------

                    Members' deficiency                                                $ (4,008,986)
                                                                                       ============
</TABLE>

                The members' deficiency at January 31, 2001 was equivalent to
                JAGfn's operating loss and net loss from the inception of its
                operations on August 1, 2000 through January 31, 2001. JAGfn did
                not generate any revenues through January 31, 2001.

                                      F-8

<PAGE>


                       JagNotes.com Inc. and Subsidiaries

              Notes To Condensed Consolidated Financial Statements
                                   (Unaudited)



Note 3 - Disposition of JAGfn (continued):
                As a result of the sale, the Company recorded a gain during the
                three months ended April 30, 2001 of $196,959 as shown below:
<TABLE>
<CAPTION>

<S>                                                                                    <C>
                    Cash paid by purchaser                                             $  1,002,147
                    Net carrying value of cancelled convertible notes
                        payable to purchaser (A)                                          1,399,405
                    Members' deficiency of JAGfn                                          4,008,986
                                                                                       ------------
                           Total                                                          6,410,538
                                                                                       ------------

                    Less write-off of:
                        Intercompany advances                                             4,553,373
                        Unearned compensation (B)                                         1,660,206
                                                                                       ------------
                           Total                                                          6,213,579
                                                                                       ------------

                    Net gain                                                           $    196,959
                                                                                       ============
</TABLE>

                    (A)    As further explained in Note 6 in the 10-KSB, on June
                           12, 2000, the Company sold the Investor a convertible
                           debenture (the "Debenture") that had an original
                           principal balance of $2,500,000, was schedule to
                           mature on June 12, 2003, bore interest at an annual
                           rate of 8% and was cancelled concurrent with the sale
                           of JAGfn. The Company received gross proceeds from
                           the sale of $2,500,000.

                           As additional consideration in connection with the
                           sale of the Debenture, the Company also issued a
                           warrant to the Investor for the purchase of 428,571
                           shares of the Company's common stock at $1.75 per
                           share that was scheduled to be exercisable through
                           June 12, 2005 and was cancelled concurrent with the
                           sale of JAGfn. The Company initially recorded debt
                           discount and reduced the carrying value of the
                           Debenture by $934,285 which represented the estimated
                           fair value of the warrant at the date of issuance.

                           During the portion of the nine months ended April 30,
                           2001 prior to the sale of JAGfn and the cancellation
                           of the Debenture on February 1, 2001, the Investor
                           received 3,376,952 shares of the Company's common
                           stock upon the conversion of a portion of the
                           Debenture with an aggregate principal balance of
                           $1,052,000 and a carrying value, net of debt
                           discount, of $715,043 and the conversion of accrued
                           interest of $36,598.

                                      F-9

<PAGE>


                       JagNotes.com Inc. and Subsidiaries

              Notes To Condensed Consolidated Financial Statements
                                   (Unaudited)



Note 3 - Disposition of JAGfn (continued):
                           As further explained in Note 11 in the 10-KSB, on
                           October 20, 2000, Thomson Kernaghan ("TK"), a company
                           related to the Investor, agreed to provide the
                           Company with additional financing totaling $3,000,000
                           through weekly purchases of a total of six additional
                           debentures (the "New Debentures") during the period
                           from October 20, 2000 to December 1, 2000.
                           Subsequently, TK assigned its rights and obligations
                           to the Investor. Each of the six New Debentures the
                           Investor purchased had a principal balance of
                           $500,000, bore interest at an annual rate of 8%, was
                           scheduled to mature three years from the date of its
                           issuance and was cancelled concurrent with the sale
                           of JAGfn.

                           As additional consideration in connection with the
                           sales of all of the New Debentures, the Investor
                           received a 10% fee for each New Debenture issued. The
                           Company also agreed to issue a warrant to the
                           Investor for the purchase of 3,000,000 shares of the
                           Company's common stock at $1.25 per share that was
                           scheduled to be exercisable through October 20, 2005
                           and was cancelled concurrent with the sale of JAGfn.
                           The estimated fair value of the warrant was
                           $3,450,000. Since the Company only received net
                           proceeds from the sale of the New Debentures of
                           $2,700,000 (which equaled the principal balance of
                           the New Debentures net of the 10% fee paid to the
                           Investor), it only recorded $2,700,000 of the
                           estimated fair value of the warrant as debt discount
                           which was to be amortized to interest expense over
                           the related terms of the New Debentures. Accordingly,
                           the Company had received net proceeds from the sale
                           of New Debentures of $2,700,000 and had initially
                           recorded an equivalent amount of debt discount.

                           In January 2001, the Investor purchased two
                           additional convertible debentures (the "Additional
                           Debentures") each of which had a principal balance of
                           $200,000 and was cancelled concurrent with the sale
                           of JAGfn. The fair value of the Company's common
                           stock on the dates of issuance exceeded the adjusted
                           conversion price for the Additional Debentures.
                           Pursuant to interpretations issued by the Staff of
                           the SEC, such excess constituted beneficial
                           conversion rights which had a fair value (computed as
                           explained in Note 6 in the 10-KSB) of $217,770. Since
                           the Additional Debentures were convertible
                           immediately upon issuance, the fair value of the
                           beneficial conversion rights was charged to interest
                           expense during the nine months ended April 30, 2001.

                           Amortization of debt issuance costs and debt discount
                           applicable to the Debenture, the New Debentures and
                           the Additional Debentures totaled $1,161,234 and
                           $31,019 during the nine and three months ended April
                           30, 2001, respectively.


                                      F-10

<PAGE>


                       JagNotes.com Inc. and Subsidiaries

              Notes To Condensed Consolidated Financial Statements
                                   (Unaudited)



Note 3 - Disposition of JAGfn (concluded):
                           As of February 1, 2001, the date of their
                           cancellation, the Debenture, the New Debentures and
                           the Additional Debentures had an aggregate principal
                           balance of $4,848,000 and a carrying value of
                           $1,399,405, net of unamortized debt issuance costs of
                           $405,626 and unamortized debt discount $3,176,142.

                    (B)    This amount represented the balance as of January 31,
                           2001 of the unamortized unearned compensation
                           associated with consulting and employment agreements
                           assumed by JAGfn (see Note 5 herein).


Note 4 - Income taxes:
                As of April 30, 2001, the Company had net operating loss
                carryforwards of approximately $19,129,000 available to reduce
                future Federal taxable income which will expire from 2019
                through 2022.

                As of April 30, 2001, the Company's deferred tax assets
                consisted of the effects of temporary differences attributable
                to the following:

                        Deferred revenues, net                   $      50,000
                        Unearned compensation                        5,540,000
                        Net operating loss carryforwards             7,640,000
                                                                 -------------
                                                                   (13,230,000)
                        Less valuation allowance                   (13,230,000)
                                                                 -------------
                           Total                                 $           -
                                                                 =============

                Due to the uncertainties related to, among other things, the
                changes in the ownership of the Company, which could subject
                those 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, 2001.

                The Company had also offset the potential benefits from its net
                deferred tax assets by equivalent valuation allowances during
                the year ended July 31, 2000. As a result of the increases in
                the valuation allowance of $6,137,000 and $3,843,000 during the
                nine months ended April 30, 2001 and 2000, respectively, and
                $482,400 and $1,783,400 during the three months ended April 30,
                2001 and 2000, respectively, no credits for income taxes are
                included in the accompanying condensed consolidated statements
                of operations.


                                      F-11

<PAGE>


                       JagNotes.com Inc. and Subsidiaries

              Notes To Condensed Consolidated Financial Statements
                                   (Unaudited)



Note 5 - Other issuances of common stock, warrants and stock options:
                Equity financing agreement:
                    As further explained in Note 11 in the 10-KSB, as of June
                    14, 2000, the Company entered into another financing
                    agreement (the "Equity Financing Agreement") with the
                    Investor pursuant to which the Company could have required
                    the Investor to purchase shares of the Company's common
                    stock from time to time at an aggregate purchase price of
                    $10,000,000 and a price per share equal to 85% of the
                    average of the five lowest closing bid prices for such
                    shares on the 20 trading days preceding the date of each
                    required purchase. The Company also agreed to issue to the
                    Investor on each date on which the Investor advanced funds
                    to the Company under the Equity Financing Agreement a
                    warrant to purchase a number of shares equal to 20% of the
                    number of shares that were subject to the advance. The
                    exercise price for these warrants was equal to 110% of the
                    highest reported bid price of the Company's common stock for
                    the five trading days preceding the date on which an advance
                    was made to the Company by the Investor. In addition, the
                    placement agents and their counsel were to be paid a fee
                    equal to 10% of the proceeds from the sale of any shares
                    made pursuant to the Equity Financing Agreement. The Equity
                    Financing Agreement was originally due to expire in December
                    2002. During the nine months ended April 30, 2001, the
                    Investor paid a total of $1,166,670 pursuant to the Equity
                    Financing Agreement for 1,135,850 shares of common stock and
                    warrants to purchase 227,168 shares of common stock and, as
                    a result, the Company received proceeds of $1,050,000, net
                    of $116,670 of placement fees.

                    The Equity Financing Agreement and the warrants to purchase
                    227,168 shares of common stock were cancelled concurrent
                    with the sale of JAGfn to the Investor (see Note 3 herein).

                Warrants issued in connection with private placements:
                    As explained above and in Note 3 herein, warrants for the
                    purchase of 227,168 shares of common stock issued to the
                    Investor in connection with the sale of shares through
                    private placements pursuant to the Equity Financing
                    Agreement, a warrant for the purchase of 428,571 shares of
                    common stock issued to the Investor in connection with the
                    private placement of the Debenture and a warrant for the
                    purchase of 3,000,000 shares of common stock issued to the
                    Investor in connection with the private placement of the New
                    Debentures were cancelled concurrent with the sale of
                    JAGfn. As a result, the Company had warrants outstanding as
                    of April 30, 2001 for the purchase of 553,130 shares of
                    common stock at $14.00 per share through April 2001 that had
                    been issued in connection with the private placement of
                    units of common stock and warrants in 1999.


                                      F-12

<PAGE>


                       JagNotes.com 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:
                    In addition to the warrants sold through private placements
                    described above, 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 1 in the 10-KSB, 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").

                    The following table reconciles the number of shares of
                    common stock subject to options and warrants that were
                    outstanding at August 1, 2000 as a result of issuances of
                    options and warrants to employees and nonemployees as
                    compensation for services to the number outstanding at April
                    30, 2001 and sets forth other related information:
<TABLE>
<CAPTION>
                                                                                 Number            Range of
                                                                                of Shares       Exercise Prices
                                                                                ---------       ---------------
<S>                     <C>                                                    <C>              <C>
                         Options and warrants issued for services
                            outstanding, August 1, 2000 (A)                     4,874,500        $1.50 - $6.00
                         Options granted to employees, investment
                            analysts and commentators (B)                       3,409,000        $ .25 - $2.00
                         Warrants cancelled (C)                                  (250,000)               $2.00
                                                                                ---------

                         Options and warrants issued for services
                            outstanding, April 30, 2001 (D) (E)                 8,033,500        $ .25 - $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 to unearned compensation. The balance of
                               unearned compensation as of August 1, 2000 was
                               $8,880,551.

                         (B)   The cost of the options of $1,908,370, determined
                               based on their aggregate estimated fair values at
                               the respective dates of issuance, was initially
                               charged to unearned compensation during the nine
                               months ended April 30, 2001 as further explained
                               below.

                         (C)   These warrants were effectively cancelled as a
                               result of the sale of JAGfn to the Investor.


                                      F-13

<PAGE>


                       JagNotes.com 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):
                         (D)   These options and warrants also include options
                               for the purchase of 5,191,500 shares granted
                               pursuant to the Company's 1999 Long-term
                               Incentive Plan (the "Incentive Plan") which was
                               approved by the Board of Directors on October 1,
                               1999. The Incentive Plan 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 the Company's common stock. The number
                               of shares of 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, 2001, the options for the purchase of
                               all of the 5,191,500 shares remained outstanding.

                         (E)   These options and warrants will expire at various
                               dates from June 2005 through January 2011.

                    A total of $1,908,370 and $7,720,505 was charged to unearned
                    compensation during the nine months ended April 30, 2001 and
                    2000, respectively, as a result 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
                    and/or in Note 9 in the 10-KSB. 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 $7,660,318
                    and $3,721,903 was amortized during the nine months ended
                    April 30, 2001 and 2000, respectively, and $813,683 and
                    $1,520,305 was amortized during the three months ended April
                    30, 2001 and 2000, respectively. The unamortized balance of
                    unearned compensation of $1,468,396 has been reflected as a
                    component of stockholders' equity as of April 30, 2001.

                    Unearned compensation of $1,660,206 as of January 31, 2001
                    was attributable to compensation for employees of, and
                    consulting, professional and other services provided to,
                    JAGfn and, accordingly, that amount was charged against the
                    proceeds from the sale of JAGfn on February 1, 2001 in
                    connection with the determination of the gain from that
                    sale, as explained in Note 3 herein.

                    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, 2001 based on the following
                    assumptions:

                                      F-14

<PAGE>


                       JagNotes.com 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):

                         Expected years of option life:               5
                         Risk-free interest rate:                     6%
                         Dividend yield:                              0%
                         Volatility:                                161% - 191%

                Interests in JAGfn transferred to employees:
                    During the nine months ended April 30, 2001, the Company
                    transferred a total of 15% of the membership interests in
                    JAGfn to three of its executives pursuant to the terms of
                    their employment contracts. Management believes that the
                    fair value of the interests transferred was immaterial and,
                    accordingly, the Company did not record any charges in
                    connection with the transfers.


                                      F-15


<PAGE>

Item 2.           Management's Discussion and Analysis.

RESULTS OF OPERATIONS

Nine months ended April 30, 2001 as compared to the nine months ended April 30,
2000

Subscription revenue:

Subscription revenue is 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 at an average monthly charge of
$150. During the year ended July 31, 1999 and continuing through the nine months
ended April 30, 2001 we were in the process of changing our focus to also
include the retail investor by providing a variety of investment information
including, but not limited to, the JAGNotes report through our web site. During
the nine months ended April 30, 2001 subscription revenues decreased as compared
to the nine months ended April 30, 2000 with total subscription revenues for the
comparable periods of approximately $744,000 and $832,000, respectively. The
decrease in our revenues can be attributed to two factors as follows: (i) during
the nine month period ended April 30, 2000 we had an infomercial airing on
television that provided us with a large temporary increase in subscribers, and
(ii) as more fully described below, during the latter part of fiscal year ended
July 31, 2000 and continuing through the first six months of fiscal year ended
July 31, 2001, we focused much of our efforts on the establishment of our real
time streaming video programming through our web site.

As explained in previous filings, it was originally our intention to increase
subscription revenues through international expansion and increased awareness of
U.S. web site. In addition, with the establishment of JAGfn Broadband LLC.
("JAGfn") effective August 1, 2000 we focused 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 provide our
primary source of revenues in the form of advertising income on a going forward
basis and that subscription income would be ancillary to our operations as a
whole. During the six months ended January 31, 2001, we halted all of our
international expansion plans, and had not received advertising income in
connection with our real time streaming video programming. Accordingly, as more
fully explained in the section entitled liquidity and capital resources below,
we sold our interests in JAGfn effective February 1, 2001.

<PAGE>

Cost of revenues:

Cost of revenues includes the cost to transmit our product over the telephone
and fax lines, on-line service charges for our web site, costs in connection
with the development and maintenance of our web site, payments to commentators
and employees for their reports that are posted on our web site and broadcasted
on our webcast and salaries associated with the production of our webcast.
During the nine months ended April 30, 2001 cost of revenues increased by
approximately $929,000 to approximately $6,960,000 from approximately $6,031,000
during the nine months ended April 30, 2000.

The primary causes for this increase were as follows:

   o     An increase of approximately $2,488,000 for additional salaries
         incurred during the nine months ended April 30, 2001. Such additional
         salaries were incurred in connection with the production of the
         webcast. We paid cash for these expenses of approximately $2,182,000
         and incurred approximately $306,000 of charges related to the
         amortization of unearned compensation, a non-cash charge.

   o     A decrease of approximately $1,175,000 in costs for our commentators
         and consultants associated with our web site from approximately
         $5,124,000 during the nine months ended April 30, 2000 to approximately
         $3,949,000 during the nine months ended April 30, 2001. Such amounts
         included cash consideration of $1,265,000 and $1,774,000 and non-cash
         charges related to the amortization of unearned compensation of
         $2,684,000 and $3,350,000 during the nine months ended April 30, 2001
         and 2000 respectively. Included in the cash and non-cash charges during
         the nine months ended April 30, 2001 were charges of $350,000 and
         $1,139,000, respectively, associated with the halting of our
         international expansion plans. The decrease in such costs is largely
         attributable to the expiration of consulting agreements entered into
         during fiscal year ended July 31, 2000 that were not renewed. In
         addition, we were relieved of substantially all of our obligations
         under consulting agreements as part of 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 $350,000 from approximately $705,000
         during the nine months ended April 30, 2000 to approximately $355,000
         during the nine months ended April 30, 2001. The decrease results from
         the fact that during the nine months ended April 30, 2000 we began the
         process of re-designing our web site in anticipation of our webcast.

<PAGE>

Selling expense:

Selling expenses consist primarily of advertising and other promotional
expenses. During the nine months ended April 30, 2001 selling expenses decreased
approximately $1,526,000 to approximately $123,000 from its level of
approximately $1,649,000 during the nine months ended April 30, 2000. The major
components of this decrease are:

   o     An approximate $1,105,000 decrease in advertising and promotional costs
         from approximately $1,153,000 during the nine months ended April 30,
         2000 to approximately $48,000 during the nine months ended April 30,
         2001. During the nine months ended April 30, 2000 we spent substantial
         amounts to promote the launch of our web site including the production
         and airing of an infomercial. Such costs were not repeated during the
         nine months ended April 30, 2001.

   o     An approximate $416,000 decrease in business travel related expenses
         from $486,000 during the nine months ended April 30, 2000 to
         approximately $70,000 during the nine months ended April 30, 2001.
         During the nine months ended April 30, 2000 significant travel and
         trade show costs were incurred to promote our web site and to explore
         opportunities in other countries. Similar travel and trade show costs
         were not incurred during the nine months ended April 30, 2001.

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 increased
approximately $4,844,000 during the nine months ended April 30, 2001 to
$7,753,000 from approximately $2,909,000 during the nine months ended April 30,
2000. The increase in general administrative expenses is primarily attributable
to the following:

   o     An increase of approximately $987,000 in rent expense from
         approximately $221,000 during the nine months ended April 30, 2000 to
         approximately $1,208,000. The increase in rent expense is attributable
         to the lease costs associated with our webcasting operations in New
         York City.

   o     We incurred charges of approximately $4,482,000 during the nine months
         ended April 30, 2001 relating to the amortization of unearned
         compensation, a non-cash charge. 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.

   o     A decrease in professional fees of approximately $493,000 from
         approximately $1,110,000 to approximately $617,000. The decrease
         results from significant attorneys' fees incurred during the nine
         months ended April 30, 2000 relating to filings with the Securities and
         Exchange Commission and other securities issues, establishing our U.K.
         operations and general corporate matters.

<PAGE>

   o     A decrease in payroll and payroll related expenses of approximately
         $181,000 from approximately $1,149,000 during the nine months ended
         April 30, 2000 to approximately $968,000 during the nine months ended
         April 30, 2001. The decrease results from the fact that during the nine
         months ended April 30, 2001 we allocated more salaries to cost of goods
         sold as more time was spent by employees in development of our webcast
         operations. In addition, commensurate with the sale of JAGfn on
         February 1, 2001 substantially all salaries were assumed by the
         purchaser of that business.

Other income:

During the nine months ended April 30, 2001 we received approximately $40,000
associated with "banner" advertisements placed on our web site and recognized a
gain of approximately $197,000 relating to the sale of JAGfn.

Interest expense:

We incurred interest charges aggregating approximately $1,527,000 during the
nine months ended April 30, 2000. These charges consist of the following related
to convertible debentures as more thoroughly discussed within the section
entitled "Liquidity and Capital Resources" below:

   o     Approximately $1,161,000 related to the amortization of deferred
         finance costs and debt discount.

   o     Approximately $218,000 of interest expense recorded as a result of
         beneficial conversion rights.

   o     Approximately $148,000 of interest accrued on the outstanding principal
         portion of convertible debt.

Net loss:

As a result of the above, we incurred a net loss of approximately $15,368,000
for the nine months ended April 30, 2001 as compared to a net loss of
approximately $9,629,000 for the nine months ended April 30, 2000.

<PAGE>

RESULTS OF OPERATIONS

Three months ended April 30, 2001 as compared to the three months ended April
30, 2000

Subscription revenue:

Subscription revenue is 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 at an average monthly charge of
$150. During the year ended July 31, 1999 and continuing through the three
months ended April 30, 2001 we were in the process of changing our focus to also
include the retail investor by providing a variety of investment information
including, but not limited to, the JAGNotes report through our web site. During
the three months ended April 30, 2001 subscription revenues decreased as
compared to the three months ended April 30, 2000 with total subscription
revenues for the comparable periods of approximately $134,000 and $204,000
respectively. The decrease in our revenues can be attributed to two factors as
follows: (i) during the nine month period ended April 30, 2000 we had an
infomercial airing on television that provided us with a large temporary
increase in subscribers, and (ii) the impact of a weaker stock market which may
have caused a drop in Internet-based stock trading and related activities.

As explained in previous filings, it was originally our intention to increase
subscription revenues through international expansion and increased awareness of
our U.S. web site. In addition, with the establishment of JAGfn Broadband LLC
("JAGfn") effective August 1, 2000 we focused 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 provide our
primary source of revenues in the form of advertising income on a going forward
basis and that subscription income would be ancillary to our operations as a
whole. During the three months ended January 31, 2001, we halted all of our
international expansion plans, and had not received advertising income in
connection with our real time streaming video programming. Accordingly, as more
fully explained in liquidity and capital resources, we sold our interests in
JAGfn effective February 1, 2001.

Cost of revenues:

Cost of revenues includes the cost to transmit our product over the telephone
and fax lines, on-line service charges for our web site, costs in connection
with the development and maintenance of our web site, payments to commentators
and employees for their reports that are posted on our web site and broadcasted
on our webcast and salaries associated with the production of our webcast.
During the three months ended April 30, 2001 cost of revenues decreased by
approximately $2,452,000 to approximately $241,000 from approximately $2,693,000
during the three months ended April 30, 2000.

The primary causes for this decrease were as follows:

   o     A decrease of approximately $2,049,000 in costs for our commentators
         and consultants associated with our web site from approximately
         $2,159,000 during the three months ended April 30, 2000 to
         approximately $110,000 during the three months ended April 30, 2001.
         Such amounts included cash consideration of $17,000 and $985,000 and
         non-cash charges related to the amortization of unearned compensation
         of $93,000 and $1,174,000 during the three months ended April 30, 2001
         and 2000, respectively.

<PAGE>

   o     A decrease in costs associated with the development and maintenance of
         our web site of approximately $289,000 from approximately $451,000
         during the three months ended April 30, 2000 to approximately $162,000
         during the three months ended April 30, 2001. The decrease results from
         the fact that during the three months ended April 30, 2000 we began the
         process of re-designing our web site in anticipation of our webcast.

The remainder of the decrease can be attributed to our efforts to better contain
costs as well as less costs for telephone and fax services as a result of our
decline in subscriber base.

Selling expense:

Selling expenses consist primarily of advertising and other promotional
expenses. During the three months ended April 30, 2001 selling expenses
decreased approximately $763,000 to approximately $12,000 from its level of
approximately $775,000 during the three months ended April 30, 2000. The major
components of this decrease are:

   o     An approximate $601,000 decrease in advertising and promotional costs
         from approximately $607,000 during the three months ended April 30,
         2000 to approximately $6,000 during the three months ended April 30,
         2001. During the three months ended April 30, 2000 we spent substantial
         amounts to promote the launch of our web site. Such costs were not
         repeated during the three months ended April 30, 2001.

   o     An approximate $164,000 decrease in business travel related expenses
         from $171,000 during the three months ended April 30, 2000 to
         approximately $7,000 during the three months ended April 30, 2001.
         During the three months ended April 30, 2000 significant travel and
         trade show costs were incurred to promote our web site and to explore
         opportunities in other countries. Similar travel and trade show costs
         were not incurred during the three months ended April 30, 2001.

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 increased
approximately $91,000 during the three months ended April 30, 2001 to $1,322,000
from approximately $1,231,000 during the three months ended April 30, 2000. The
increase in general administrative expenses is primarily attributable to the
following:


<PAGE>

   o     We incurred charges of approximately $711,000 during the three months
         ended April 30, 2001 relating to the amortization of unearned
         compensation, a non-cash charge. 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.

   o     An approximate $343,000 decrease in salaries during the three months
         ended April 30, 2001 from approximately $555,000 during the three
         months ended April 30, 2000 to approximately $212,000. The decrease is
         attributable to the fact that by virtue of the sale of JAGfn, a
         substantial portion of salaries were transferred to the purchaser.

   o     An approximate $110,000 decrease in professional fees during the three
         months ended April 30, 2001 from approximately $368,000 during the
         three months ended April 30, 2000 to approximately $258,000. The
         decrease results from significant legal and accounting fees incurred
         during the three months ended April 30, 2000 in connection with
         securities issues and filings and general corporate matters.

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

Interest expense:

We incurred interest charges aggregating approximately $38,000 during the three
months ended April 30, 2001. These charges consist of the following related to
convertible debentures as more thoroughly discussed within the section entitled
"Liquidity and Capital Resources" below:

   o     Approximately $31,000 related to the amortization of deferred finance
         costs and debt discount.

   o     Approximately $7,000 of interest accrued on the outstanding principal
         portion of convertible debt.

Other income:

During the three months ended April 30, 2001 we received approximately $22,000
associated with "banner" advertisements placed on our web site and recognized a
gain of approximately $197,000 relating to the sale of JAGfn.

Net loss:

As a result of the above, we incurred a net loss of approximately $1,257,000 for
the three months ended April 30, 2001 as compared to a net loss of approximately
$4,465,000 for the three months ended April 30, 2000.


<PAGE>

Liquidity and Capital Resources

During the nine months ended April 30, 2001 and 2000, we only generated revenues
of approximately $744,000 and $832,000 respectively; incurred net losses of
approximately $15,368,000 and $9,629,000 respectively; and had cash flow
deficiencies from operating activities of approximately $5,432,000 and
$6,262,000 respectively. As a result, we had a working capital deficiency of
approximately $134,000 and an accumulated deficit of approximately $33,242,000
as of April 30, 2001. In the absence of the mitigating factors set forth below,
these matters would raise substantial doubt about our ability to continue as a
going concern.

Through April 30, 2001, our operations were comprised of gathering and compiling
information from contacts at financial institutions and releasing such
information to subscribers on a timely basis through facsimile transmissions and
web sites. The net losses and cash flow deficiencies from operating activities
were primarily attributable to the activities of JAGfn, which provided "real
time video and audio reports" related to developments in the financial markets
to subscribers via our web site, and to the development of our foreign
operations. To reduce net losses and cash flow deficiencies, we terminated all
of our foreign operations during the six months ended January 31, 2001 and on
February 1, 2001 sold our majority interest in JAGfn.

As further explained below, the purchaser of JAGfn (i) paid a portion of the
total consideration in cash, (ii) agreed to cancel our obligations to repay
substantially all of the convertible debentures previously sold to the purchaser
and (iii) agreed to assume substantially all of our contractual obligations
including, but not limited to our leases, employment and consulting agreements.
By terminating our foreign operations and selling our interest in JAGfn prior to
or as of the beginning of the three months ended April 30 ,2001 we had a net
loss of approximately $1,257,000 for the three months ended April 30, 2001
compared to approximately $14,111,000 for the six months ended January 31, 2001.
The net loss of approximately $1,257,000 or the three months ended April 30,
2001 included non-cash charges for depreciation and amortization of
approximately $897,000. We also reduced our working capital deficiency from
approximately $746,000 as of January 31, 2001 to approximately $134,000 as of
April 30, 2001.

As a result, we believe that we will generate sufficient revenues from our
remaining facsimile transmission and web site operations to enable us to
continue as a going concern through at least April 30, 2002. However, if we
cannot generate sufficient revenues and/or obtain additional financing, we may
be forced thereafter to once again restructure, or file for bankruptcy or
entirely cease our operations.

Our cash and cash equivalent position of approximately $144,000 as of April 30,
2001 results primarily from a series of private placements that occurred from
June 2000 through January 31, 2001 and the sale of JAGfn.


<PAGE>

On June 12, 2000, we sold CALP II Limited Partnership ("CALP II") a convertible
debenture that had a principal balance of $2,500,000, matured June 12, 2003 and
bore interest at an annual rate of 8%. We received gross proceeds from the sale
of $2,500,000. CALP II also received a five-year stock purchase warrant to
purchase 428,571 shares of our common stock at a price of $1.75 per share.
Placement agents and their counsel received a fee of 10% of the principal amount
of the debenture as well as five-year stock purchase warrants to purchase
275,000 shares of our common stock at $2.00 per share. The aggregate fair value
of the warrant issued to CALP II of $934,285 was recorded as a debt discount,
and the fair value of the warrants issued to placement agents and their counsel
of $599,500 plus cash of $285,000 was initially recorded as deferred finance
costs. During the nine months ended April 30, 2001 CALP II converted $1,052,000
of principal (which had a carrying value net of debt discounts of approximately
$715,000) and approximately $37,000 of accrued interest into 3,376,952 shares of
common stock.

As of June 14, 2000, we entered into another financing agreement with CALP II
pursuant to which we could have required CALP II to purchase shares of our
common stock from time to time at an aggregate purchase price of $10,000,000. We
also agreed to issue to CALP II on each date on which CALP II advanced funds to
us under the Equity Line of Credit Agreement a warrant to purchase a number of
shares equal to 20% of the number of shares that are subject to the advance. The
exercise price for these warrants was equal to 110% of the highest reported bid
price of the our common stock for the five trading days preceding the date on
which an advance was made to us by CALP II. In addition, the placement agents
and their counsel received a fee equal to 10% of the proceeds from the sale of
any shares made pursuant to the Equity Line of Credit Agreement. During the nine
months ended April 30, 2001, we issued 1,135,850 shares of common stock and
warrants to purchase 227,168 shares of common stock to CALP II and received
proceeds of $1,050,000, net of placement fees of $116,670, pursuant to the
Equity Financing Agreement. The warrants are exercisable at prices ranging from
$1.21 to $1.94 per share through September 2005.

On October 20, 2000, Thomson Kernaghan & Co., Ltd. ("Thomson Kernaghan") agreed
to provide us with additional financing totaling $3,000,000 through periodic
purchases of a total of six additional debentures during the period from October
20, 2000 to December 1, 2000. Subsequently, Thomson Kernaghan assigned its
rights and obligations to CALP II. Each of the six debentures had a principal
balance of $500,000, bore interest at an annual rate of 8% and matured three
years from the date of its issuance. As additional consideration in connection
with the sale of the New Debentures, we paid a 10% fee to Thomson Kernaghan and
we also issued a warrant to CALP II for the purchase of 3,000,000 shares of our
common stock at $1.25 per share that was exercisable through October 20, 2005.
The warrant issued to CALP II had an estimated fair value of $3,450,000, as
determined by the Black-Scholes option-pricing model method pursuant to the
provisions of SFAS 123, of which $2,700,000 (which equals the principal balance
of the debentures less the 10% fee paid to Thomson Kernaghan) was recorded as
debt discount and/or deferred financing costs.

In January 2001, CALP II purchased two additional convertible debentures, each
of which had a principal balance of $200,000. Since theses debentures were
convertible immediately upon issuance, the fair value of beneficial conversion
rights of $217,770 was charged to interest expense during the nine months ended
April 30, 2001.

<PAGE>

Our obligations to repay CALP II under the terms of the convertible debentures
was discharged in connection with the sale of JAGfn. In addition, the terms of
the Equity Line of Credit Agreement were cancelled as well.

Through April 30, 2001 we have entered into agreements with approximately
eighty-five commentators, employees and other consultants expiring through
December 2003. Through July 31, 1999 aggregate consideration paid under these
agreements consisted of cash payments of $564,000, the issuance of 120,000
shares of common stock with a fair value of $1,460,000, the grant of options to
purchase 235,000 shares of common stock at $2.00 per share with a fair value of
$1,661,850 and the grant of options to purchase 100,000 shares of common stock
at $16.25 per share with a fair value of $165,000. During the year ended July
31, 2000, we paid cash consideration of approximately $2,656,000 and granted
options and warrants to purchase 4,282,500 shares of common stock at prices
ranging from $1.50-$6.00 per share with a fair value of approximately
$11,189,000 in connection with all our employment and consulting agreements. In
addition, during the year ended July 31, 2000 pursuant to an amended consulting
agreement, we cancelled options to purchase 100,000 shares of common stock at
$16.25 per share and issued the consultant options to purchase 200,000 shares of
common stock at $2.00 share with a fair value of $894,000. The fair value of the
original options was $165,000. Accordingly, during the year ended July 31, 2000
we recorded additional unearned compensation of $729,000. During the nine months
ended April 30, 2001 we paid aggregate cash consideration of approximately
$1,265,000 pursuant to such contracts. In addition, during the nine months ended
April 30, 2001 we granted options and warrants for the purchase of 3,409,000
shares of common stock at prices ranging from $.25 to $2.00 per share with a
fair value of approximately $1,908,000 and recognized a charge for amortization
of unearned compensation of approximately $7,660,000. The fair value of the
options and warrants granted are computed in accordance with FASB-123
"Accounting for Stock Based Compensation." The unearned compensation will be
amortized as a non-cash charge to operations on a straight-line basis over the
life of the applicable agreements.

Pursuant to the terms of the purchase agreement for the sale of JAGfn, our
obligations under substantially all of the above consulting and employment
agreements were assumed by CALP II. As a result, unearned compensation of
approximately $1,660,000 was charged against the sale of JAGfn.

During nine months ended April 30, 2001 we used approximately $5,432,000 in our
operations. The major uses of this cash were to fund our net loss for the nine
months ended April 30, 2001. In addition, during the nine months ended April 30,
2001 we incurred non-cash charges of approximately $7,660,000 related to the
amortization of unearned compensation and approximately $1,379,000 of non-cash
interest expense charges in connection with the convertible debentures.


<PAGE>

During the nine months ended April 30, 2001 we received approximately $657,000
from investing activities. In connection with the sale of JAGfn we received cash
proceeds of approximately $1,002,000. Such proceeds were offset by the use of
cash for the purchase of equipment, construction of our real time video studios
and additions to our web sites.

On February 1, 2001, we sold our 85% interest in JAGfn to CALP II for
consideration comprised primarily of (i) a payment of approximately $1,002,000
in cash, (ii) an agreement to cancel our obligation to repay our obligations to
CALP II under convertible debentures, and the accrued interest thereon. CALP II
also agreed to, among other things, assume substantially all our contractual
obligations including, but not limited to, our leases, employment and consulting
agreements; the cancellation of warrants to purchase 3,905,740 shares of our
common stock; the cancellation of the Equity Line of Credit agreement; and the
issuance of an option to us for the purchase of a 10% membership interest in
JAGfn for $5,000,000 at any time prior to April 30, 2002. We also agreed to
cancel JAGfn's obligation to repay intercompany advances.

                The assets and liabilities of JAGfn as of January31, 2001 are
                summarized below:
<TABLE>
<CAPTION>

<S>                                                                                            <C>
                        Current assets-prepaid expenses                                        $   225,000

                        Equipment, net                                                             567,343
                        Capitalized web site development costs, net                                 64,224
                        Other assets                                                                96,793
                                                                                               -----------

                               Total assets                                                        953,360
                                                                                               -----------

                        Current liabilities:
                           Accounts payable and accrued expenses                                  (341,044)
                           Current portion of capital lease obligations                            (47,186)
                           Intercompany advances                                                (4,553,373)
                                                                                               -----------
                               Total current liabilities                                        (4,941,603)

                        Capital lease obligations, net of current portion                          (20,743)
                                                                                               -----------
                               Total liabilities                                                (4,962,346)
                                                                                               -----------

                        Members' deficiency (A)                                                $(4,008,986)
                                                                                               ===========
</TABLE>


                        (A)    The members' deficiency at January 31, 2001 is
                               equivalent to JAGfn's operating loss and net loss
                               from the inception of its operations on August 1,
                               2000 through January 31, 2001. JAGfn did not
                               generate any revenues through January 31, 2001.

                As a result of the sale we recorded a gain during the three
                months ended April 30, 2001 of $196,959 as shown below:


<PAGE>

<TABLE>
<CAPTION>

<S>                                                                                            <C>
                           Cash paid by purchaser                                              $ 1,002,147
                           Net carrying value of cancelled convertible notes
                               payable to purchaser (B)                                          1,399,405
                           Members' deficiency of JAGfn                                          4,008,986
                                                                                               -----------
                               Total                                                             6,410,538
                                                                                               -----------

                        Less write off
                           Intercompany advances                                               $ 4,553,373
                           Unearned compensation (A)                                             1,660,206
                                                                                               -----------
                                    Total                                                        6,213,579
                                                                                               -----------

                        Net gain                                                               $   196,959
                                                                                               ===========
</TABLE>

                        (A)    Represents the balance of unamortized unearned
                               compensation associated with consulting and
                               employment agreements assumed by JAGfn.

                        (B)    Represents the principal balance of the
                               convertible debentures of $4,848,000 and the
                               accrued interest thereon of $133,173 less the
                               related unamortized deferred finance costs
                               associated with the convertible debentures of
                               $405,626 and the Unamortized debt discount
                               associated with the convertible debentures of
                               $3,176,142

We do not believe that our business is subject to seasonal trends or inflation.
On an ongoing basis, we will attempt to minimize any effect of inflation on our
operating results by controlling operating costs and whenever possible, seeking
to insure that subscription rates reflect increases in costs due to inflation.




<PAGE>



                                     PART II
                                OTHER INFORMATION

Item 1.       Legal Proceedings.

May Davis Group, Inc. ("May Davis") filed a complaint in Supreme Court of the
State of New York, County of New York on December 27, 2000, alleging a breach of
the Placement Agency Agreement, dated as of June 12, 2000, by and between
JagNotes.com Inc. and May Davis. May Davis seeks a placement agent fee of
$90,000, representing 3% of the gross proceeds received by us in connection with
the sale of certain convertible debentures to CALP II pursuant to that certain
letter agreement dated October 30, 2000 between us and Thomson Kernaghan, a copy
of which was filed with the SEC as Exhibit 10.11 to our Annual Report on Form
10-K on November 14, 2000. Pursuant to the terms of the above-referenced letter
agreement, Thomson Kernaghan has agreed to indemnify us (and our directors,
officers, employees and affiliates) from any loss, cost, expenses or damages
(including reasonable attorneys' fees and expenses) arising from this claim.

There are no other currently pending material law suits or similar
administrative proceedings and, to the best of our knowledge, there is presently
no basis for any other suit or proceeding.

Item 2.       Changes in Securities and Use of Proceeds.

On April 6, 2001, we entered into a termination agreement (the "Termination
Agreement") with CALP II and Thomson Kernaghan. Pursuant to the Termination
Agreement, a copy of which was attached as Exhibit 10.16 to our Current Report
on Form 8-K filed with the SEC on April 9, 2001, we released CALP II from its
obligations, including payment of any and all accrued interest, under an amended
and restated secured promissory note, dated February 22, 2001, in the amount of
$500,000, a copy of which was previously filed by us as Exhibit 4.10 to our
Current Report on Form 8-K filed with the SEC on February 22, 2001, in exchange
for the termination of (i) a convertible debenture, dated December 1, 2000,
issued by us to CALP II in the principal amount of $500,000, the form of which
was previously filed by us as Exhibit 4.7 to our Quarterly Report on Form 10-QSB
filed with the SEC on December 20, 2000, (ii) four warrants issued by us to CALP
II to purchase an aggregate amount of 655,740 shares of our common stock and
(iii) one warrant issued by us to Thomson Kernaghan to purchase an aggregate
amount of 250,000 shares of our common stock.



<PAGE>


Item 3.       Defaults Upon Senior Securities.

None.

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

None.

Item 5.       Other Information.

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

Prior to becoming our Chief Financial Officer, Mr. Taylor was Vice President,
Finance & Business Affairs of JagNotes since July 1999. Prior to joining
JagNotes, Mr. Taylor held various finance-related positions, including, Chief
Financial Officer of his own privately held company from 1987 to 1999,
Controller of Worldwide Holdings Real Estate Partnership from 1986 to 1987,
Senior Auditor of Kenneth Leventhal Company from 1983 to 1986, and Auditor of
Murphy, Hauser, O'Conner and Quinn, CPA from 1981 to 1983. Mr. Taylor received a
B.S. degree in accounting from Manhattan College.

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

(a)      Exhibits.

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

         2.1      Agreement and Plan of Reorganization dated March 16, 1999
                  between Professional Perceptions, Inc. (now known as
                  JagNotes.com Inc.); Harold Kaufman, Jr., an officer, director
                  and principal stockholder thereof; NewJag, Inc.; and the
                  stockholders of NewJag, Inc. (1)

         2.2      Agreement and Plan of Merger dated as of July 29, 1999 by and
                  among JagNotes, Inc., a New Jersey corporation, and
                  JagNotes.com, Inc., a Nevada corporation (2)

         3.1      Articles of Incorporation of Registrant, as amended (2)

         3.2      Bylaws of Registrant. (2)

         4.1      Form of Common Stock Purchase Warrant issued in connection
                  with May 1999 private placement (6)


<PAGE>

         4.2      Stock Option to acquire 500,000 shares of common stock granted
                  to Strategic Growth International, Inc. on March 14, 2000,
                  included in Exhibit 10.2 (4)

         4.3      Stock Purchase Warrant to acquire 750,000 shares of common
                  stock issued to M.S. Farrell & Co., Inc. on March 15, 2000,
                  included in Exhibit 10.3 (4)

         4.4      2000 8% Convertible Debenture, due June 12, 2003 (5)

         4.5      Form of Stock Purchase Warrant issued in connection with June
                  2000 private placement. (5)

         4.6      Form of Stock Purchase Warrant issued in connection with May
                  Davis Consulting Agreement, included in Exhibit 10.9. (7)

         4.7      Form of 8% Convertible Debenture issued in connection with
                  October 2000 private placement. (9)

         4.8      Stock Purchase Warrant to acquire 3,000,000 shares of common
                  stock issued to CALP II Limited Partnership as of October 30,
                  2000. (9)

         4.9      First Amendment, dated as of October 30, 2000, to 2000 8%
                  Convertible Debenture, due June 12, 2003. (9)

         4.10     Amended and Restated Secured Promissory Note issued February
                  22, 2001 in the amount of U.S.$500,000 by CALP II Limited
                  Partnership payable to the order of the Registrant. (11)

        10.1      1999 Long Term Incentive Plan, as amended. (9)

        10.2      Agreement, dated as of March 14, 2000, by and between
                  JagNotes.com Inc. and Strategic Growth International, Inc. (4)

        10.3      Consulting Agreement, dated as of March 15, 2000, by and
                  between JagNotes.com Inc. and M.S. Farrell & Co., Inc. (4)

        10.4      Securities Purchase Agreement, dated as of June 12, 2000,
                  by and between JagNotes.com Inc. and CALP II Limited
                  Partnership (5)

        10.5      Equity Line of Credit Agreement, dated as of June 14, 2000, by
                  and between JagNotes.com Inc. and CALP II Limited Partnership
                  (5)

        10.6      First Amendment, dated July 19, 2000, to Equity Line of Credit
                  Agreement, dated as of June 14, 2000, between JagNotes.com
                  Inc. and CALP II Limited Partnership. (7)

<PAGE>

        10.7      Second Amendment, dated October 31, 2000, to Equity Line of
                  Credit Agreement, dated as of June 14, 2000 (as amended),
                  between JagNotes.com Inc. and CALP II Limited Partnership. (8)

        10.8      Placement Agency Agreement, dated as of June 12, 2000, by and
                  between JagNotes.com Inc. and Thomson Kernaghan and Co.,
                  Ltd. (5)

        10.9      Placement Agency Agreement, dated as of June 12, 2000, by and
                  between JagNotes.com Inc. and The May Davis Group, Inc. (5)

        10.10     Consulting Agreement, dated as of July 21, 2000, by and
                  between JagNotes.com Inc. and The May Davis Group, Inc. (7)

        10.11     Letter Agreement, dated October 30, 2000, by and between
                  JagNotes.com Inc. and Thomson Kernaghan & Co., Ltd. (8)

        10.12     Employment Agreement, dated as of December 14, 2000, by and
                  between JagNotes.com Inc. and Thomas J. Mazzarisi. (9)

        10.13     Employment Agreement, dated as of December 14, 2000, by and
                  between JagNotes.com Inc. and Stephen J. Schoepfer. (9)

        10.14     Employment Agreement, dated as of December 14, 2000, by and
                  between JagNotes.com Inc. and Gary Valinoti. (9)

        10.15     Securities Purchase Agreement, dated as of February 1, 2001,
                  by and among the Registrant, CALP II Limited Partnership and
                  JAGfn Broadband LLC (10)

        10.16     Termination Agreement, dated April 6, 2001, by and among the
                  Registrant, CALP II Limited Partnership and Thomson Kernaghan
                  & Co. Ltd. (12)

        99.1      Articles of Merger of JagNotes, Inc. into JagNotes.com, Inc.
                  (including Certificate of Correction related thereto) (2)

-------------------
(1)      Previously filed as an exhibit to our Registration Statement on Form
         SB-2 filed on July 30, 1999.
(2)      Previously filed as an exhibit to Amendment No. 1 to our Registration
         Statement on Form SB-2 filed on September 30, 1999.
(3)      Previously filed as an exhibit to Amendment No. 2 to our Registration
         Statement on Form SB-2 filed on October 26, 1999.
(4)      Previously filed as an exhibit to our Quarterly Report on Form 10-QSB
         filed on June 16, 2000.

<PAGE>

(5)      Previously filed as an exhibit to our Current Report on Form 8-K filed
         on June 16, 2000.
(6)      Previously filed as an exhibit to Post-Effective Amendment No. 2 to our
         Registration Statement on Form SB-2 filed on June 22, 2000.
(7)      Previously filed as an exhibit to our Registration Statement on Form
         SB-2 filed on July 25, 2000.
(8)      Previously filed as an exhibit to our Annual Report on Form 10-KSB
         filed on November 14, 2000.
(9)      Previously filed as an exhibit to our Quarterly Report on Form 10-QSB
         filed on December 20, 2000.
(10)     Previously filed as an exhibit to our Current Report on Form 8-K filed
         on February 2, 2001.
(11)     Previously filed as an exhibit to our Current Report on Form 8-K filed
         on March 1, 2001.
(12)     Previously filed as an exhibit to our Current Report on Form 8-K filed
         on April 9, 2001.

(b) (i) The Registrant filed a Current Report on Form 8-K with the Securities
and Exchange Commission on February 2, 2001 in connection with the sale of its
webcast subsidiary, JAGfn Broadband LLC, to CALP II Limited Partnership. The
Form 8-K included the following exhibits:

         Exhibit 10.15: Securities Purchase Agreement, dated as of February 1,
         2001, by and among the Registrant, CALP II Limited Partnership and
         JAGfn Broadband LLC with the following exhibits attached thereto:

         o     Exhibit A: Secured Promissory Note issued February 1, 2001 in the
               amount of U.S.$500,000 by CALP II Limited Partnership payable to
               the order of the Registrant.
         o     Exhibit B: Option Agreement, dated February 1, 2001, between the
               CALP II Limited Partnership and the Registrant.
         o     Exhibit C: Assignment, Assumption, Consent and Amendment
               Agreement, dated as of February 1, 2001, by and among the
               Registrant, JAGfn Broadband LLC and CALP II Limited Partnership.
         o     Exhibit D: Warrant No. A-1, dated February 1, 2001, issued by
               JAGfn Broadband LLC to CALP II Limited Partnership.
         o     Exhibit E: Amended and Restated Operating Agreement of JAGfn
               Broadband LLC dated as of January 2, 2001.
         o     Exhibit F: Services Agreement, dated as of February 1, 2001, by
               and between the Registrant and JAGfn Broadband LLC.

         Exhibit 99.1:  Press Release of the Registrant, dated February 2, 2001.

         (ii) The Registrant filed a Current Report on Form 8-K with the
Securities and Exchange Commission on March 1, 2001 in connection with the
amendment of a $500,000 secured promissory note issued to the Registrant by CALP
II Limited Partnership. The Form 8-K included the following exhibit:

<PAGE>

         Exhibit 4.10: Amended and Restated Secured Promissory Note issued
         February 22, 2001 in the amount of U.S.$500,000 by CALP II Limited
         Partnership payable to the order of the Registrant.

         (iii) The Registrant filed a Current Report on Form 8-K with the
Securities and Exchange Commission on April 9, 2001 in connection with a
termination agreement entered into with CALP II Limited Partnership and Thomson
Kernaghan & Co., Ltd. Pursuant to which the Registrant released CALP II from its
obligations under that certain amended and restated secured promissory note,
dated February 22, 2001, in the amount of $500,000 in exchange for the
termination of various outstanding convertible debentures and warrants. The Form
8-K included the following exhibit:

         Exhibit 10.16: Termination Agreement, dated as of March 22, 2001, by
         and among the Registrant, CALP II Limited Partnership and Thomson
         Kernaghan & Co. Ltd.




<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 14, 2001             By: /s/ Gary Valinoti
                                    ---------------------------------------
                                    Name:  Gary Valinoti
                                    Title: President and Chief Executive Officer


Date: June 14, 2001             By: /s/ Raymond Taylor
                                    ---------------------------------------
                                    Name:  Raymond Taylor
                                    Title: Chief Financial Officer