<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 January 31, 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) 205-8314
                (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 March 13, 2001, the registrant had 19,312,807 shares of common
stock outstanding.






<PAGE>


                                     PART I
                              FINANCIAL INFORMATION

Item 1.           Financial Statements.


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

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

Item 1.  Financial Statements

         Condensed Consolidated Balance Sheet at January 31, 2001 (Unaudited)         F-2

         Condensed Consolidated Statements of Operations
         Six and Three Months Ended January 31, 2001 and 2000 (Unaudited)             F-3

         Condensed Consolidated Statement of Changes in Stockholders' Equity
         (Deficiency)
         Six Months Ended January 31, 2001 (Unaudited)                                F-4

         Condensed Consolidated Statements of Cash Flows
         Six Months Ended January 31, 2001 and 2000 (Unaudited)                       F-5

         Notes to Condensed Consolidated Financial Statements                        F-6/18
</TABLE>



                                      * * *
















                                      F-1
<PAGE>


                       JagNotes.com Inc. and Subsidiaries

                      Condensed Consolidated Balance Sheet
                                January 31, 2001
                                   (Unaudited)

<TABLE>

                                     Assets
                                     ------
<S>                                                                                <C>
Current assets:
    Cash and cash equivalents                                                      $    162,274
    Accounts receivable                                                                 125,125
    Other current assets                                                                252,622
                                                                                   ------------
           Total current assets                                                         540,021

Equipment, net of accumulated depreciation of $137,372                                  680,097
Capitalized web site development costs, net of accumulated
    amortization of $100,761                                                            503,808
Investments in other companies, at cost                                                 500,000
Deferred financing costs, net of accumulated amortization of $478,874                   405,626
Other assets                                                                            159,041
                                                                                   ------------

           Total                                                                   $  2,788,593
                                                                                   ============


                    Liabilities and Stockholders' Deficiency
                    ----------------------------------------

Current liabilities:
    Accounts payable and accrued expenses                                          $  1,041,360
    Deferred revenues                                                                   197,812
    Current portion of capital lease obligations                                         47,186
                                                                                   ------------
           Total current liabilities                                                  1,286,358

Convertible debentures, net of unamortized debt discount of $3,207,161                1,640,839
Noncurrent accrued interest payable                                                     125,729
Capital lease obligations, net of current portion                                        20,743
                                                                                   ------------
           Total liabilities                                                          3,073,669
                                                                                   ------------

Commitments and contingencies

Stockholders' deficiency:
    Common stock, par value $.00001 per share; 19,312,807
        shares issued and outstanding                                                       193
    Additional paid-in capital                                                       35,635,123
    Unearned compensation                                                            (3,935,186)
    Accumulated deficit                                                             (31,985,206)
                                                                                   ------------
           Total stockholders' deficiency                                              (285,076)
                                                                                   ------------

           Total                                                                   $  2,788,593
                                                                                   ============
</TABLE>



See Notes to Condensed Consolidated Financial Statements.


                                      F-2

<PAGE>

                       JagNotes.com Inc. and Subsidiaries

                 Condensed Consolidated Statements of Operations
        Six and Three Months Ended January 31, 2001 and 2000 (Unaudited)

<TABLE>
<CAPTION>

                                                           Six Months                           Three Months
                                                        Ended January 31,                     Ended January 31,
                                                 ------------------------------        ------------------------------
                                                      2001              2000              2001                2000
                                                 ------------       -----------        -----------        -----------

<S>                                              <C>                <C>                <C>                <C>
Subscription revenues                            $    609,489       $   627,696        $   345,809        $   321,590
                                                 ------------       -----------        -----------        -----------

Operating expenses:
    Cost of revenues                                6,719,377         3,338,176          4,757,025          1,941,607
    Selling expenses                                  111,047           874,153             53,167            480,047
    General and administrative expenses             6,452,191         1,677,697          2,507,607          1,012,373
                                                 ------------       -----------        -----------        -----------
        Totals                                     13,282,615         5,890,026          7,317,799          3,434,027
                                                 ------------       -----------        -----------        -----------

Loss from operations                              (12,673,126)       (5,262,330)        (6,971,990)        (3,112,437)

Other income (expense):
    Other income                                       39,929                               39,929
    Interest income                                    10,340            98,204              4,867             42,303
    Interest expense                               (1,488,348)                          (1,246,509)
                                                 ------------       -----------        -----------        -----------

Net loss                                         $(14,111,205)      $(5,164,126)       $(8,173,703)       $(3,070,134)
                                                 ============       ===========        ===========        ===========


Basic net loss per share                                $(.86)            $(.37)             $(.47)             $(.22)
                                                        =====             =====              =====              =====


Basic weighted average common
    shares outstanding                             16,418,015        14,031,288         17,314,353         14,066,166
                                                 ============       ===========        ===========        ===========
</TABLE>















See Notes to Condensed Consolidated Financial Statements.


                                      F-3

<PAGE>


                       JagNotes.com Inc. and Subsidiaries

       Condensed Consolidated Statement of Changes in Stockholders' Equity
                                  (Deficiency)
                        Six Months Ended January 31, 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>
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                                                        1,901,270       (1,901,270)

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 com-
    pensation                                                                        6,846,635                           6,846,635

Net loss                                                                                             (14,111,205)      (14,111,205)
                                       ----------      ----       -----------      -----------      ------------      ------------

Balance, January 31, 2001              19,312,807      $193       $35,635,123      $(3,935,186)     $(31,985,206)     $   (285,076)
                                       ==========      ====       ===========      ===========      ============      ============
</TABLE>




















See Notes to Condensed Consolidated Financial Statements.


                                      F-4

<PAGE>


                       JagNotes.com Inc. and Subsidiaries

                 Condensed Consolidated Statements of Cash Flows
                   Six Months Ended January 31, 2001 and 2000
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                                    2001                   2000
                                                                               ------------           ------------
<S>                                                                            <C>                    <C>
Operating activities:
    Net loss                                                                   $(14,111,205)          $ (5,164,126)
    Adjustments to reconcile net loss to net cash used in
        operating activities:
        Depreciation                                                                 95,812                  5,897
        Amortization of capitalized web site development costs                      111,666                 52,281
        Amortization of unearned compensation                                     6,846,635              2,175,723
        Charges to interest expense for:
           Issuance of beneficial conversion rights                                 217,770
           Amortization of deferred financing costs and debt discount             1,130,215
        Changes in operating assets and liabilities:
           Accounts receivable                                                      (75,091)               (52,500)
           Other current assets                                                     733,304               (457,974)
           Other assets                                                             (84,789)
           Accounts payable and accrued expenses                                    732,160                (13,009)
           Deferred revenues                                                       (144,888)               (76,916)
           Noncurrent accrued interest payable                                      137,327
                                                                               ------------           ------------
               Net cash used in operating activities                             (4,411,084)            (3,530,624)
                                                                               ------------           ------------

Investing activities:
    Purchases of equipment                                                         (269,104)               (59,041)
    Web site development costs capitalized                                          (77,069)              (175,000)
                                                                               ------------           ------------
               Net cash used in investing activities                               (346,173)              (234,041)
                                                                               ------------           ------------

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              1,349,960
                                                                               ------------           ------------
               Net cash provided by financing activities                          4,112,945              1,349,960
                                                                               ------------           ------------

Net decrease in cash and cash equivalents                                          (644,312)            (2,414,705)
Cash and cash equivalents, beginning of period                                      806,586              6,078,922
                                                                               ------------           ------------

Cash and cash equivalents, end of period                                       $    162,274           $  3,664,217
                                                                               ============           ============
</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 January 31, 2001, their results of operations for
            the six and three months ended January 31, 2001 and 2000, their
            changes in stockholders' equity (deficiency) for the six months
            ended January 31, 2001 and their cash flows for the six months ended
            January 31, 2001 and 2000. JagNotes and its subsidiaries,
            JagNotes.Euro.com Ltd. and JAGfn Broadband, L.L.C. ("JAGfn"), are
            referred to together herein as the "Company." Pursuant to rules and
            regulations of the Securities and Exchange Commission (the "SEC"),
            certain information and disclosures normally included in financial
            statements prepared in accordance with accounting principles
            generally accepted in the United States of America have been
            condensed or omitted from these consolidated financial statements
            unless significant changes have taken place since the end of the
            most recent fiscal year. Accordingly, these condensed consolidated
            financial statements should be read in conjunction with the
            consolidated financial statements, notes to consolidated financial
            statements and the other information in the audited 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 six months ended
            January 31, 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 six months ended January 31, 2001 and 2000,
            the Company only generated revenues of approximately $609,000 and
            $628,000, respectively; it incurred net losses of approximately
            $14,111,000 and $5,164,000, respectively; and it had cash flow
            deficiencies from operating activities of approximately $4,411,000
            and $3,531,000. As a result, the Company had a working capital
            deficiency of approximately $746,000, an accumulated deficit of
            approximately $31,985,000 and a total stockholders' deficiency of
            approximately $285,000 as of January 31, 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 January 31, 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. 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 during the six
            months ended January 31, 2001 and sold its majority interest in
            JAGfn on February 1, 2001. As further explained in Note 8 herein,
            among other things, the purchaser of JAGfn (i) paid a portion of the
            total consideration in cash, (ii) agreed to cancel substantially all
            of the Company's obligation to repay convertible debentures
            previously sold to the purchaser and (iii) agreed to assume
            substantially all of the Company's contractual obligations
            including, but not limited to, its lease, employment and consulting
            agreements.

            As a result, 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 January 31, 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 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 debenture 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 six and three months ended
            January 31, 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.





                                      F-7
<PAGE>


                       JagNotes.com Inc. and Subsidiaries

              Notes To Condensed Consolidated Financial Statements
                                   (Unaudited)


Note 3 - Income taxes:

            As of January 31, 2001, the Company had net operating loss
            carryforwards of approximately $18,733,000 available to reduce
            future Federal taxable income which will expire from 2019 through
            2022.

            As of January 31, 2001, the Company's deferred tax assets consisted
            of the effects of temporary differences attributable to the
            following:

                 Deferred revenues, net                    $     29,000
                 Goodwill                                         1,600
                 Unearned compensation                        5,224,000
                 Net operating loss carryforwards             7,493,000
                                                           ------------
                                                             12,747,600
                 Less valuation allowance                   (12,747,600)
                                                           ------------

                    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
            January 31, 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 $5,654,600 and $2,060,400 during the six
            months ended January 31, 2001 and 2000, respectively, and $3,283,600
            and $1,234,700 during the three months ended January 31, 2001 and
            2000, respectively, no credits for income taxes are included in the
            accompanying condensed consolidated statements of operations.


Note 4 - Capital lease obligations:

            The Company uses computer equipment under lease agreements
            classified as capital leases which were assumed on February 1, 2001
            by the purchaser of JAGfn (see Notes 1 and 8 herein). The Company's
            obligations under capital leases as of January 31, 2001 are set
            forth below:

                 Year Ending
                 January 31,                                        Amount
                 -----------                                        ------

                    2002                                            $52,232
                    2003                                             21,293
                                                                    -------
                    Total minimum lease payments                     73,525
                    Less amount representing interest                 5,596
                                                                    -------

                    Present value of net minimum lease payments      67,929
                    Less current portion                             47,186
                                                                    -------

                    Long-term portion                               $20,743
                                                                    =======

                                      F-8

<PAGE>


                       JagNotes.com Inc. and Subsidiaries

              Notes To Condensed Consolidated Financial Statements
                                   (Unaudited)


Note 4 - Capital lease obligations (concluded):

            The Company effectively acquired equipment at a cost of $46,315 in
            the six months ended January 31, 2001 by incurring capital lease
            obligations. These noncash transactions are not reflected in the
            accompanying condensed consolidated statements of cash flows. The
            net carrying value of equipment used by the Company under capital
            leases was $116,498 as of January 31, 2001.


Note 5 - Commitments and contingencies:

         Commitments:

            As of January 31, 2001, the Company was obligated to make
            approximate minimum cash payments totaling approximately $2,994,000
            under consulting and employment agreements and $2,434,000 under
            operating lease agreements substantially all of which were assumed
            on February 1, 2001 by the purchaser of JAGfn (see Notes 1 and 8
            herein).

            Rent expense under all leases classified as operating leases totaled
            approximately $1,141,000 and $156,000 for the six months ended
            January 31, 2001 and 2000, respectively, and $482,000 and $80,000
            for the three months ended January 31, 2001 and 2000, respectively.

        Contingencies:

            The Company is party to a legal proceeding. While the ultimate
            results of such legal proceeding cannot be predicted with certainty,
            management does not expect that this matter will have a material
            adverse effect on the consolidated financial position of the
            Company.

Note 6 - Convertible debentures:

            The Company's outstanding 8% convertible debentures as of January
            31, 2001 were comprised as follows:

                Maturing June 12, 2003, net of debt discount of
                     $428,457 (A)(D)                                  $1,019,543
                Maturing October 20, 2003, net of debt discount of
                     $452,315 (B)(D)                                      47,685
                Maturing November 3, 2003, net of debt discount of
                     $458,796 (B)(D)                                      41,204
                Maturing November 10, 2003, net of debt discount of
                     $462,037 (B)(D)                                      37,963
                Maturing November 17, 2003, net of debt discount of
                     $465,278 (B)(D)                                      34,722
                Maturing November 24, 2003, net of debt discount of
                     $468,519 (B)(D)                                      31,481
                Maturing December 1, 2003, net of debt discount of
                     $471,759 (B)(D)                                      28,241
                Maturing January 11, 2004 (C)(D)                         200,000
                Maturing January 24, 2004 (C)(D)                         200,000
                                                                      ----------

                         Total (E)                                    $1,640,839
                                                                      ==========



                                      F-9
<PAGE>


                       JagNotes.com Inc. and Subsidiaries

              Notes To Condensed Consolidated Financial Statements
                                   (Unaudited)



Note 6 - Convertible debentures (continued):

            (A) As further explained in Note 6 in the 10-KSB, on June 12, 2000,
                the Company sold an investor (the "Investor") a convertible
                debenture (the "Debenture") that had an original principal
                balance of $2,500,000, was schedule to mature June 12, 2003 and
                bore interest at an annual rate of 8%. The Company received
                gross proceeds from the sale of $2,500,000. The principal
                balance of, and interest accrued on, the Debenture was
                convertible, in whole or in part, at the option of the Investor
                into shares of the Company's common stock at the lesser of $1.31
                per share or 75% of the average of the five lowest closing bid
                prices for such shares on the 20 trading days preceding the
                conversion provided that the Investor did not hold in excess of
                10% of the outstanding stock of the Company. The Company could
                have required such conversion at a rate based on a matrix of
                market price per share and daily volume in each 15 day period
                preceding the required conversion. The rate could have ranged
                from a high of $900,000 ($3.00 per share and 200,000 shares of
                daily trading volume) to $30,000 ($1.00 per share and 30,000
                shares of daily trading volume). The Company agreed to deposit
                2,000,000 shares of its common stock in a segregated account
                with one of the placement agents for the transaction as
                collateral for the Debenture. Upon conversion of a portion of
                the Debenture, a pro rata portion of the shares held in escrow
                was to be returned to the Company.

                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. 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 determined by using the Black-Scholes option-pricing
                model method pursuant to the provisions of Statement of
                Financial Accounting Standards No. 123, "Accounting for
                Stock-Based Compensation" ("SFAS 123").

                During the six and three months ended January 31, 2001, debt
                discount applicable to the Debenture of $466,899 and $389,301,
                respectively, was amortized.

                In addition, during the six months ended January 31, 2001 the
                Investor converted portions of outstanding principal balance and
                accrued interest into shares of common stock as follows:




                                      F-10
<PAGE>


                       JagNotes.com Inc. and Subsidiaries

              Notes To Condensed Consolidated Financial Statements
                                   (Unaudited)



Note 6 - Convertible debentures (continued):

<TABLE>
<CAPTION>
                                                               Carrying
                                                                Value,
                                                                Net of        Accrued
                                            Principal            Debt         Interest        Shares
            Date of Conversion              Converted          Discount      Converted        Issued
            ------------------              ----------         --------      ---------      ---------

            <S>                             <C>               <C>             <C>           <C>
            August 18, 2000                 $   50,000        $  32,375       $    723         46,442
            November 10, 2000                  800,000          541,056         26,126      1,241,128
            January 16, 2001                    52,000           36,361          2,450        507,696
            January 24, 2001                   150,000          105,251          7,299      1,581,686
                                            ----------        ---------       --------      ---------

                Totals                      $1,052,000        $ 715,043       $ 36,598      3,376,952
                                            ==========        =========       ========      =========
</TABLE>


            (B) 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% and was scheduled to mature three years from the date
                of its issuance. In addition, the Investor received a 10% fee
                for each New Debenture issued. The sale of the New Debentures
                was made through a private placement intended to be exempt from
                registration under the Securities Act of 1933 (the "Act"). The
                principal balance of, and interest accrued on, the New
                Debentures was convertible, in whole or in part, at the option
                of the Investor into shares of the Company's common stock at the
                lesser of $.80 per share or 75% of the average of the five
                lowest closing bid prices for such shares on the 20 trading days
                preceding the conversion. The Company could have required
                conversion of the New Debentures at the rate based on the matrix
                of market price per share and daily volume in each 15 day period
                preceding the required conversion described above for the
                required conversion of the Debenture.









                                      F-11
<PAGE>


                       JagNotes.com Inc. and Subsidiaries

              Notes To Condensed Consolidated Financial Statements
                                   (Unaudited)


Note 6 - Convertible debentures (continued):

                As additional consideration in connection with the sales of all
                of the New Debentures, 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. The estimated fair
                value of the warrant was $3,450,000, as determined by the
                Black-Scholes option-pricing model method pursuant to SFAS 123.
                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 prior to January
                31, 2001. During the six and three months ended January 31,
                2001, debt discount applicable to the New Debentures of $221,696
                and $214,753, respectively, was amortized.

                The Company also agreed to issue to the Investor on each date on
                which the Investor converted any portion of a New Debenture a
                warrant to purchase a number of shares equal to 20% of the
                number of shares issued upon conversion of that portion of the
                New Debenture. The exercise price for these warrants was to be
                equal to 110% of the average bid price of the Company's common
                stock for the five trading days preceding the date on which the
                Investor converted any portion of a New Debenture.

                As additional consideration in connection with the sale of the
                New Debentures, the Company also reduced the conversion price
                for the Debenture from the lesser of $1.31 per share to $.80 per
                share or 75% of the average of the five lowest closing bid
                prices for such shares on the 20 trading days preceding the
                conversion. The fair value of the Company's common stock on
                October 20, 2000 was $1.25 per share which exceeded the adjusted
                conversion price for the Debenture and the conversion price for
                the New Debentures of $.80 per share. Pursuant to
                interpretations issued by the staff of the SEC, such excess
                constituted beneficial conversion rights for which the value was
                measured by the difference between the aggregate conversion
                price and the fair value of the common stock into which the
                securities were convertible, multiplied by the number of shares
                into which the securities were convertible. The beneficial
                conversion rights had an aggregate fair value of $2,800,000 at
                October 20, 2000, of which approximately $1,600,000 and
                $1,200,000 applied to the Debenture and the New Debentures,
                respectively. However, the Company did not record any additional
                charges for the fair values of the beneficial conversion rights
                since the fair values of the beneficial conversion rights and/or
                warrants previously issued to the Investor in connection with
                the Debenture and the fair value of the warrants issued to the
                Investor had already offset the proceeds allocated to the
                Debenture and the New Debentures.

                                      F-12
<PAGE>


                       JagNotes.com Inc. and Subsidiaries

              Notes To Condensed Consolidated Financial Statements
                                   (Unaudited)


Note 6 - Convertible debentures (concluded):

            (C) In January 2001, the Investor purchased two additional
                convertible debentures each of which had a principal balance of
                $200,000 (the "Additional Debentures"). The sales of the
                Additional Debentures were made through private placements
                intended to be exempt from registration under the Act. The terms
                for the conversion of the Additional Debentures were the same as
                those for the Debenture and the New Debentures. Since the
                Additional Debentures were convertible immediately upon
                issuance, the fair value of the beneficial conversion rights
                attributable to the issuance of the Additional Debentures, which
                aggregated $217,770, was charged to interest expense during the
                six months ended January 31, 2001.

            (D) The Company's obligation to repay the Debenture, the New
                Debentures other than the one that matures on December 1, 2003
                and the Additional Debentures was cancelled on February 1, 2001
                in connection with the sale of JAGfn to the Investor (see Note 8
                herein).

            (E) Deferred financing costs attributable to the sales of the 8%
                convertible debentures totaled $405,626 as of January 31, 2001.


Note 7 - 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 that purchased the Debenture
            (see Note 6 herein) 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. It could have
            required the Investor to make minimum purchases of $350,000, net of
            placement agent commissions, every 15 days or additional purchases
            based on the rate determined by the matrix for the required
            conversion of the Debenture described in Note 6 herein. 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 six months ended January 31, 2001, the Investor
            paid a total of $1,216,670 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.

                                      F-13
<PAGE>


                       JagNotes.com Inc. and Subsidiaries

              Notes To Condensed Consolidated Financial Statements
                                   (Unaudited)


Note 7 - Other issuances of common stock, warrants and stock options
         (continued):
            Equity financing agreement (concluded):

              On October 31, 2000, the Equity Financing Agreement was also
              amended to suspend the Company's right to require the Investor to
              purchase common stock of the Company until January 1, 2001 and
              increase the minimum value of common stock the Company was able to
              require the Investor to purchase every 15 days from $350,000 to
              $400,000.

              The Equity Financing Agreement was cancelled on February 1, 2001
              in connection with the sale of JAGfn to the Investor (see Note 8
              herein).

            Warrants issued in connection with private placements:
              Information as to the number of shares subject to outstanding
              warrants and the related exercise prices of those warrants as of
              January 31, 2001 for warrants issued by the Company in connection
              with private placements of the Company's debt and equity
              securities is set forth in the table below:

<TABLE>
<CAPTION>
                                                                   Number         Range of
                                                                 of Shares     Exercise Prices
                                                                 ---------     ---------------
              <S>                                                <C>            <C>
              Warrants issued in connection with sale of:
                 Units of common stock and warrants in 1999        553,130              $14.00
                 The Debenture                                     428,571                1.75
                 The New Debentures (A)                          3,000,000                1.25
                 Common stock pursuant to the Equity
                      Financing Agreement                          227,168      $1.21  -  1.94
                                                                 ---------

                         Totals                                  4,208,869      $1.21 - $14.00
                                                                 =========      ==============
</TABLE>


              (A) These warrants were cancelled on February 1, 2001 in
                  connection with the sale of JAGfn to the Investor (see Note
                  8 herein).

            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
              SFAS 123.



                                      F-14
<PAGE>


                       JagNotes.com Inc. and Subsidiaries

              Notes To Condensed Consolidated Financial Statements
                                   (Unaudited)



Note 7 - Other issuances of common stock, warrants and stock options
         (continued):
           Options, warrants and other equity instruments issued for services
           (continued):

              The following table reconciles the number of shares of common
              stock subject to options and warrants that were outstanding at
              August 1, 2000 as a result of issuances of options and warrants to
              employees and nonemployees as compensation for services to the
              number outstanding at January 31, 2001 and sets forth other
              related information:

<TABLE>
<CAPTION>
                                                            Number         Range of
                                                           of Shares    Exercise Prices
                                                           ---------    ---------------
              <S>                                          <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)             3,399,000     $ .25 - $2.00
                                                           ---------

              Options and warrants issued for services
                 outstanding, January 31, 2001 (C) (D)     8,273,500     $ .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 $1,901,270, determined based on
                  their aggregate estimated fair values at the respective dates
                  of issuance, was initially charged to unearned compensation
                  during the six months ended January 31, 2001 as further
                  explained below.

              (C) These options and warrants also include options for the
                  purchase of 5,181,500 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 January 31,
                  2001, the options for the purchase of all of the 5,181,500
                  shares remained outstanding.

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

                                      F-15
<PAGE>

                       JagNotes.com Inc. and Subsidiaries

              Notes To Condensed Consolidated Financial Statements
                                   (Unaudited)



Note 7 - Other issuances of common stock, warrants and stock options
         (concluded):
            Options, warrants and other equity instruments issued for services
            (concluded):

              A total of $1,901,270 and $2,825,975 was charged to unearned
              compensation during the six months ended January 31, 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 $6,846,635
              and $2,201,598 was amortized during the six months ended January
              31, 2001 and 2000, respectively, and $3,830,732 and $1,273,313 was
              amortized during the three months ended January 31, 2001 and 2000,
              respectively. The unamortized balance of unearned compensation of
              $3,935,186 has been reflected as a component of stockholders'
              deficiency as of January 31, 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 loss from that sale, as explained in Note 8
              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 six months ended January 31, 2001 based on
              the following assumptions:

                  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 six months ended January 31, 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-16
<PAGE>


                       JagNotes.com Inc. and Subsidiaries

              Notes To Condensed Consolidated Financial Statements
                                   (Unaudited)


Note 8 - Subsequent events:

            On February 1, 2001, the Company sold its 85% interest in JAGfn to
            the Investor for consideration comprised primarily of (i) a payment
            of approximately $1,002,000 in cash, (ii) the issuance of a $500,000
            promissory note and (iii) an agreement to cancel the Company's
            obligation to repay the Debenture, all of the New Debentures except
            the one that matures on December 1, 2003 and the Additional
            Debentures (see Note 6 herein) 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, its lease, employment and consulting agreements (see
            Notes 4 and 5 herein); the cancellation of warrants to purchase
            3,000,000 shares of the Company's common stock (see Notes 6 and 7
            herein); the cancellation of the Equity Financing agreement (see
            Note 7 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:

              Current assets:
                  Cash                                             $    20,213
                  Prepaid expenses                                     225,000
                                                                   -----------
                     Total current assets                              245,213

              Equipment, net                                           567,343
              Capitalized web site development costs, net               64,224
              Other assets                                              96,793
                                                                   -----------
                     Total assets                                      973,573
                                                                   -----------

              Current liabilities:
                  Accounts payable and accrued expenses               (364,517)
                  Current portion of capital lease obligations         (47,186)
                  Intercompany advances                             (4,573,586)
                                                                   -----------
                     Total current liabilities                      (4,985,289)

              Capital lease obligations, net of current portion        (20,743)
                                                                   -----------
                     Total liabilities                              (5,006,032)
                                                                   -----------

              Members' deficiency (A)                              $(4,032,459)
                                                                   ===========

              (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.



                                      F-17
<PAGE>


                       JagNotes.com Inc. and Subsidiaries

              Notes To Condensed Consolidated Financial Statements
                                   (Unaudited)


Note 8 - Subsequent events (concluded):

            The Company will record a loss during the three months ending April
            30, 2001 of approximately $3,830,000 as a result of the sale as
            shown below:

              Write-off of:
                  Intercompany advances                              $4,573,000
                  Unearned compensation (A)                           1,660,000
                                                                     ----------
                         Total                                        6,233,000
                                                                     ----------

              Less:
                  Cash paid by purchaser                              1,002,000
                  Note issued by purchaser (B)                          500,000
                  Net carrying value of cancelled convertible notes
                     payable to purchaser (C)                           901,000
                                                                     ----------
                         Total                                        2,403,000
                                                                     ----------

              Net loss                                               $3,830,000
                                                                     ==========

              (A) Represents the balance as of January 31, 2001 of the
                  unamortized unearned compensation associated with consulting
                  and employment agreements assumed by JAGfn (see Note 7
                  herein).

              (B) The note, as originally issued, was noninterest bearing and
                  payable on February 22, 2001. It was amended on that date to
                  require the repayment of the principal balance on March 22,
                  2001 together with interest accrued at an annual rate of 8%.

              (C) Represents the principal balance of the convertible debentures
                  cancelled of $4,348,000 and the accrued interest thereon of
                  $119,000 less the related unamortized deferred financing costs
                  and unamortized debt discount associated with the cancelled
                  convertible debentures of $406,000 and $3,160,000,
                  respectively, as of January 31, 2001 (see Note 6 herein).




                                      * * *






                                      F-18

<PAGE>

Item 2. Management's Discussion and Analysis

RESULTS OF OPERATIONS

Six months ended January 31, 2001 as compared to the six months ended January
31, 2000

Subscription revenue:

Subscription revenue is derived from annual, semi-annual, quarterly and monthly
subscriptions relating to our product " Jag Notes". Jag Notes 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, Jag Notes 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 six months
ended January 31, 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 Jag Notes through our web site. During the six
months ended January 31, 2001 subscription revenues remained relatively stable
as compared to the six months ended January 31, 2000 with total subscription
revenues for the comparable periods of approximately $609,000 and $628,000
respectively.

As explained in previous filings, it was originally our intention to increase
subscription revenues through international expansion and increased awareness of
our United States of America web site. In addition, commensurate with the
establishment of JagFn Broadband L.L.C. ("JagFn") effective August 1, 2000 we
focussed 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 for 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 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 the product over the telephone
and fax lines, on-line service charges for our web site, costs in connection
with the development and maintenance of the web site, payments to commentators
and employees for their reports that are posted on our web site and broadcasted
on our webcast and salaries associated with the production of our webcast.
During the six months ended January 31, 2001 cost of revenues increased by
approximately $3,381,000 to approximately $6,719,000 from approximately
$3,338,000 during the six months ended January 31, 2000 or 101%.

<PAGE>


The primary causes for this increase were as follows:

         (i)      An increase of approximately $2,537,000 for additional
                  salaries incurred during the six months ended January 31,
                  2001. Such additional salaries were incurred in connection
                  with the production of the webcast. We paid cash for these
                  expenses of approximately $2,231,000 and incurred
                  approximately $306,000 of charges related to the amortization
                  of unearned compensation, a non-cash charge.

         (ii)     An increase of approximately $874,000 in costs for our
                  commentators and consultants associated with our web site from
                  approximately $2,965,000 during the six months ended January
                  31, 2000 to approximately $3,839,000 during the six months
                  ended January 31, 2001. Such amounts included cash
                  consideration of $1,248,000 and $789,000 and non-cash charges
                  related to the amortization of unearned compensation of
                  $2,591,000 and $2,176,000 during the six months ended January
                  31, 2001 and 2000 respectively. Included in the cash and
                  non-cash charges during the six months ended January 31, 2001
                  were charges of $350,000 and $1,139,000 respectively
                  associated with the halting of our international expansion
                  plans.

The aforementioned increases were partially offset by decreases in the costs to
maintain our web site.

Selling expense:

Selling expenses consist primarily of advertising and other promotional
expenses. During the six months ended January 31, 2001 selling expenses
decreased approximately $763,000 to approximately $111,000 from its level of
approximately $874,000 during the six months ended January 31, 2000. The major
components of this decrease are:

An approximate $504,000 decrease in advertising and promotional costs from
approximately $546,000 during the six months ended January 31, 2000 to
approximately $42,000 during the six months ended January 31, 2001. During the
six months ended January 31, 2000 we spent substantial amounts to promote the
launch of our web site. Such costs were not repeated during the six months ended
January 31, 2001.

An approximate $252,000 decrease in business travel related expenses from
$315,000 during the six months ended January 31, 2000 to approximately $63,000
during the six months ended January 31, 2001. During the six months ended
January 31, 2000 significant travel was done by management to promote our web

<PAGE>

site and to explore opportunities in other countries. Similar travel was not
done during the six months ended January 31, 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 $4,774,000 during the six months ended January 31, 2001 to
$6,452,000 from approximately $1,678,000 during the six months ended January 31,
2000. The increase in general administrative expenses is primarily attributable
to the following:

An increase of approximately $986,000 in rent expense from approximately
$156,000 during the six months ended January 31, 2000 to approximately
$1,141,000. The increase in rent expense is attributable to the lease costs
associated with our webcasting studio and offices in New York City.

We incurred charges of approximately $3,771,000 during the six months ended
January 31, 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.

Interest expense:

We incurred interest charges aggregating approximately $1,488,000 during the six
months ended January 31, 2000. These charges consist of the following related to
convertible debentures as more thoroughly discussed within liquidity and capital
resources below:

         (i)      Approximately $1,130,000 related to the amortization of
                  deferred finance costs and debt discount.

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

         (iii)    Approximately $137,000 of interest accrued on the outstanding
                  principal portion of convertible debt.

The remainder of interest expense relates to interest expense incurred under
capital lease obligations.

<PAGE>

Other income:

         During the six months ended January 31, 2001 we received approximately
         $40,000 associated with "banner" advertisements placed on our web site.

Net loss:

As a result of the above, we incurred a net loss of approximately $14,111,000
for the six months ended January 31, 2001 as compared to a net loss of
approximately $5,164,000 for the six months ended January 31, 2000.

RESULTS OF OPERATIONS

Three months ended January 31, 2001 as compared to the three months ended
January 31, 2000

Subscription revenue:

Subscription revenue is derived from annual, semi-annual, quarterly and monthly
subscriptions relating to our product " Jag Notes". Jag Notes 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 January 31, 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 Jag Notes through our web site.
During the three months ended January 31, 2001 subscription revenues remained
relatively stable as compared to the three months ended January 31, 2000 with
total subscription revenues for the comparable periods of approximately $346,000
and $322,000 respectively.

As explained in previous filings, it was originally our intention to increase
subscription revenues through international expansion and increased awareness of
our United States of America web site. In addition, commensurate with the
establishment of JagFn Broadband L.L.C. ("JagFn") effective August 1, 2000 we
focussed 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 for 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.


<PAGE>

Cost of Revenues:

Cost of revenues includes the cost to transmit the product over the telephone
and fax lines, on-line service charges for our web site, costs in connection
with the development and maintenance of the web site, payments to commentators
and employees for their reports that are posted on our web site and broadcasted
on our webcast and salaries associated with the production of our webcast.
During the three months ended January 31, 2001 cost of revenues increased by
approximately $2,815,000 to approximately $4,757,000 from approximately
$1,942,000 during the three months ended January 31, 2000 or 145%.

The primary causes for this increase were as follows:

         (iii)    An increase of approximately $1,607,000 for additional
                  salaries incurred during the three months ended January 31,
                  2001. Such additional salaries were incurred in connection
                  with the production of the webcast. We paid cash for these
                  expenses of approximately $1,454,000 and incurred
                  approximately $153,000 of charges related to the amortization
                  of unearned compensation, a non-cash charge.

         (iv)     An increase of approximately $1,066,000 in costs for our
                  commentators and consultants associated with our web site from
                  approximately $1,776,000 during the three months ended January
                  31, 2000 to approximately $2,842,000 during the three months
                  ended January 31, 2001. Such amounts included cash
                  consideration of $730,000 and $364,000 and non-cash charges
                  related to the amortization of unearned compensation of
                  $2,112,000 and $1,412,000 during the three months ended
                  January 31, 2001 and 2000 respectively. Included in the cash
                  and non-cash charges during the three months ended January 31,
                  2001 were charges of $350,000 and $1,139,000 respectively
                  associated with the halting of our international expansion
                  plans.

Selling expense:

Selling expenses consist primarily of advertising and other promotional
expenses. During the three months ended January 31, 2001 selling expenses
decreased approximately $427,000 to approximately $53,000 from its level of
approximately $480,000 during the three months ended January 31, 2000. The major
components of this decrease are:

An approximate $244,000 decrease in advertising and promotional costs from
approximately $254,000 during the three months ended January 31, 2000 to
approximately $10,000 during the three months ended January 31, 2001. During the
three months ended January 31, 2000 we spent substantial amounts to promote the
launch of our web site. Such costs were not repeated during the three months
ended January 31, 2001.

<PAGE>

An approximate $178,000 decrease in business travel related expenses from
$217,000 during the three months ended January 31, 2000 to approximately $39,000
during the three months ended January 31, 2001. During the three months ended
January 31, 2000 significant travel was done by management to promote its web
site and to explore opportunities in other countries. Similar travel was not
done during the three months ended January 31, 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 $1,495,000 during the three months ended January 31, 2001 to
$2,507,000 from approximately $1,012,000 during the three months ended January
31, 2000. The increase in general administrative expenses is primarily
attributable to the following:

An increase of approximately $402,000 in rent expense from approximately $80,000
during the three months ended January 31, 2000 to approximately $482,000. The
increase in rent expense is attributable to the lease costs associated with our
webcasting studio and offices in New York City.

We incurred charges of approximately $1,496,000 during the three months ended
January 31, 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.

An approximate $200,000 decrease in salaries during the three months ended
January 31, 2001 from approximately $343,000 during the three months ended
January 31, 2000 to approximately $143,000. The decrease is attributable to the
fact that during the three months ended January 31, 2001 a substantial amount of
time spent by personnel went towards the production and development of its
webcast business. Accordingly such salaries have been included in cost of
revenues.

An approximate $289,000 decrease in professional fees during the three months
ended January 31, 2001 from approximately $511,000 during the three months ended
January 31, 2000 to approximately $222,000. The decrease results from
significant legal and accounting fees incurred during the three months ended
January 31, 2000 in connection with our initial filings with the Securities and
Exchange Commission.



<PAGE>

Interest expense:

We incurred interest charges aggregating approximately $1,247,000 during the
three months ended January 31, 2001. These charges consist of the following
related to convertible debentures as more thoroughly discussed within liquidity
and capital resources below:

         (iv)     Approximately $940,000 related to the amortization of deferred
                  finance costs and debt discount.

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

         (vi)     Approximately $85,000 of interest accrued on the outstanding
                  principal portion of convertible debt.

The remainder of interest expense relates to interest expense incurred under
capital lease obligations.

Other income:

         During the three months ended January 31, 2001 we received
         approximately $40,000 associated with "banner" advertisements placed on
         our web site.

Net loss:

As a result of the above, we incurred a net loss of approximately $8,174,000 for
the three months ended January 31, 2001 as compared to a net loss of
approximately $3,070,000 for the three months ened January 31, 2000.

Liquidity and Capital Resources

During the six months ended January 31, 2001 and 2000, we only generated
revenues of approximately $609,000 and $628,000 respectively; incurred net
losses of approximately $14,111,000 and $5,164,000 respectively; and had cash
flow deficiencies from operating activities of approximately $4,411,000 and
$3,531,000 respectively. As a result, we had a working capital deficiency of
approximately $746,000 and an accumulated deficit of approximately $31,985,000
and stockholders' deficiency of approximately $285,000 as of January 31, 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.

<PAGE>

Through January 31, 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.

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 January 31, 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 $162,000 as of January
31, 2001 results primarily from a series of private placements that occurred
from June 2000 through January 31, 2001.

On June 12, 2000, we sold CALP II (the "Investor") a convertible debenture (the
"Debenture") that has a principal balance of $2,500,000, matures June 12, 2003
and bears interest at an annual rate of 8%. We received gross proceeds from the
sale of $2,500,000. The sale was made through a private placement that was
intended to be exempt from registration under the Securities Act. The principal
balance of, and interest accrued on, the Debenture was convertible, in whole or
in part, at the option of the Investor into shares of our common stock at the
lesser of $1.31 per share or 75% of the average of the five lowest closing bid
prices for such shares on the 20 trading days preceding the conversion. We could
require such conversion at a rate based on a matrix of market price per share
and daily volume in each 15 day period preceding the required conversion. The
rate could range from a high of $900,000 ($3.00 per share and 200,000 shares of
daily trading volume) to $30,000 ($1.00 per share and 30,000 shares of daily
trading volume). We agreed to deposit 2,000,000 shares of our common stock in a
segregated account with one of the placement agents for the transaction as
collateral for the Debenture. Upon conversion of the Debenture, a pro rata
portion of the shares held in escrow would be returned to us. In connection with
the issuance of the Debenture, the Investor 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

<PAGE>

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 the investor 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 six months ended January 31, 2001 the
Investor 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 the
Investor pursuant to which we could have required the Investor to purchase
shares of our 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. We could have required the Investor to make minimum
purchases of $350,000, net of placement agent commissions, every 15 days or
additional purchases based on the rate determined by the matrix for the required
conversion of the Debenture described above. We also agreed to issue to the
Investor on each date on which the Investor 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
our common stock for the five trading days preceding the date on which an
advance was made to us by the Investor. 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 six
months ended January 31, 2001, we issued 1,135,850 shares of common stock and
warrants to purchase 227,168 shares of common stock to the Investor 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 31, 2001, the Equity Financing Agreement was amended to suspend the
our right to require the Investor to purchase our common stock until January 1,
2001 and increase the minimum value of common stock we will be able to require
the Investor to purchase every 15 days from $350,000 to $400,000.

The Equity Financing Agreement was cancelled on February 1, 2001 in connection
with the sale of JagFn to the Investor.

On October 20, 2000, Thomson Kernaghan agreed to provide us with additional
financing totaling $3,000,000 through periodic purchases of a total of six
additional debentures (the "New Debentures") during the period from October 20,
2000 to December 1, 2000. Subsequently, Thomson Kernaghan assigned

<PAGE>

its rights and obligations to the Investor. Each of the six New Debentures had a
principal balance of $500,000, bear interest at an annual rate of 8% and matured
three years from the date of its issuance. The sales of the New Debentures were
made through a private placement intended to be exempt from registration under
the Securities Act. The principal balance of, and interest accrued on, the New
Debentures were convertible, in whole or in part, at the option of the Investor
into shares of our common stock at the lesser of $.80 per share or 75% of the
average of the five lowest closing bid prices for such shares on the 20 trading
days preceding the conversion. We were able to require conversion of the New
Debentures at a rate based on the matrix of market price per share and daily
volume in each 15 day period preceding the required conversion. 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 the Investor 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 was cancelled in connection
with the purchase of JagFn by the Investor). The warrant issued to the Investor
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 New Debentures less the
10% fee paid to TK) was recorded as debt discount and/or deferred financing
costs and amortized to interest expense over the related terms of the
debentures. We also agreed to issue to the Investor on each date on which the
Investor purchased a debenture a warrant to purchase a number of shares equal to
20% of the number of shares that would be issued assuming the New Debenture was
immediately converted into common stock upon issuance. The exercise price for
these warrants is equal to 110% of the average bid price of our common stock for
the five trading days preceding the date on which the Investor purchased a New
Debenture.

As additional consideration in connection with the sale of the New Debentures,
we also reduced the conversion price for the Debenture from the lesser of $1.31
per share to $.80 per share or 75% of the average of the five lowest closing bid
prices for such shares on the 20 trading days preceding the conversion. The fair
value of our common stock on October 20, 2000 was $1.25 per share which exceeded
the adjusted conversion price for the original debenture and the conversion
price for the debentures of $.80 per share. Such excess constitutes beneficial
conversion features or rights which had an aggregate fair value at October 20,
2000, of approximately $2,800,000, of which approximately $1,600,000 and
$1,200,000 applies to the Debenture and the New Debentures, respectively.
However, we have not recorded any additional charges for the fair values of the
beneficial conversion rights since the fair values of the beneficial conversion
rights and/or warrants previously issued to the Investor in connection with the
Debenture and the fair value of the warrants issued to the Investor had already
offset the proceeds allocated to the Debenture and New Debentures.

<PAGE>

In January 2001, the Investor purchased two additional convertible debentures,
each of which had a principal balance of $200,000 (the "Additional Debentures").
The Sales of these Additional Debentures were made through private placements
intended to be exempt from registration under the Act. The terms of conversion
for the Additional Debentures were the same as those for the Debenture and New
Debentures. Since the Additional Debentures were convertible immediately upon
issuance, the fair value of beneficial conversion rights attributable to the
issuance of the Additional Debentures aggregating $217,770 was charged to
interest expense during the six months ended January 31, 2001.

Our obligations to repay the Investor under the terms of the Debenture, New
Debentures (except for one $500,000 debenture that matures on December 1, 2003),
and Additional Debentures, were discharged in connection with the sale of JagFn.

Through January 31, 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 six months
ended January 31, 2001 we paid aggregate cash consideration of approximately
$3,439,000 pursuant to such contracts. In addition, during the six months ended
January 31, 2001 we granted options and warrants for the purchase of 3,399,000
shares of common stock at prices ranging from $.25 to $2.00 per share with a
fair value of approximately $1,901,000 and recognized a charge for amortization
of unearned compensation of approximately $6,847,000. 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.


<PAGE>

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 the Investor. As a result, unearned compensation of
approximately $1,660,000 was charged against the sale of JagFn.

During six months ended January 31, 2001 we used approximately $4,411,000 in our
operations. The major uses of this cash were to fund our net loss for the six
months ended January 31, 2001. In addition, during the six months ended January
31, 2001 we incurred non-cash charges of approximately $6,847,000 related to the
amortization of unearned compensation and approximately $1,348,000 of non-cash
interest expense charges in connection with the Debenture, New Debentures and
Additional Debentures. In addition to the financing arrangements above, our
operations were further financed by an increase in accounts payable and accrued
expenses of approximately $732,000 during the six months ended January 31, 2001.

During the six months ended January 31, 2001 we used approximately $346,000 in
investing activities which was used 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 the Investor for
consideration comprised primarily of (i) a payment of approximately $1,002,000
in cash, (ii) the issuance of a noninterest bearing secured promissory note
which became due and on February 22, 2001 at which time it was amended to
provide for interest at 8% a year and a due date of March 22, 2001 and (iii) an
agreement to cancel our obligation to repay the Debenture, substantially all of
the New Debentures and all of the Additional Debentures and the accrued interest
thereon. The Investor 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
3,000,000 shares of our common stock; the cancellation of the Equity Financing
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 January 31,
2002. We 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>
                    <S>                                                 <C>
                    Current assets:
                       Cash                                             $    20,213
                       Prepaid expenses                                     225,000
                                                                        -----------
                           Total current assets                             245,213

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

                           Total assets                                     973,573
                                                                        -----------

                    Current liabilities:
                       Accounts payable and accrued expenses               (364,517)
                       Current portion of capital lease obligations         (47,186)
                       Intercompany advances                             (4,573,586)
                                                                        -----------
                           Total current liabilities                     (4,985,289)

                    Capital lease obligations, net of current portion       (20,743)
                                                                        -----------
                           Total liabilities                             (5,006,032)
                                                                        -----------

                    Members' deficiency (A)                             $(4,032,459)
                                                                        ===========
</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.

<PAGE>

                As a result of the sale we will record a loss during the three
                months ending April 30, 2001 of approximately $3,830,000 as
                shown below:

<TABLE>
                    <S>                                                     <C>
                    Write off of
                       Intercompany advances                                $4,573,000
                       Unearned compensation (A)                             1,660,000
                                                                            ----------
                                Total                                        6,233,000
                                                                            ----------

                    Less:
                       Cash paid and note issued by purchaser                1,502,000
                       Net carrying value of cancelled convertible notes
                           payable to the Purchaser (B)                        901,000
                                                                            ----------
                                Total                                        2,403,000
                                                                            ----------

                    Net loss                                                $3,830,000
                                                                            ==========
</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 $4,348,000 and the accrued interest
                         thereon of $119,000 less the related unamortized
                         deferred finance costs associated with the convertible
                         debentures of $406,000 and the Unamortized debt
                         discount associated with the convertible debentures of
                         $3,160,000
<PAGE>

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 the
Company and May Davis. May Davis seeks a placement agent fee of $90,000,
representing 3% of the gross proceeds received by the Company in connection with
the sale of certain convertible debentures to CALP II pursuant to that certain
letter agreement dated October 30, 2000 between Thomson Kernaghan & Co., Ltd.
("Thomson Kernaghan") and the Company, a copy of which was filed with the SEC
as Exhibit 10.11 to the Company's Annual Report on Form 10-KSB on November 14,
2000. Pursuant to the terms of the above-referenced letter agreement, Thomson
Kernaghan has agreed to indemnify the Company (and its directors, officers,
employees and affiliates) from any loss, cost, expenses or damages (including
reasonable attorneys' fees and expenses) arising from this claim and is
currently defending the Company against such 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.

As partial consideration for the sale of the Company's webcast subsidiary,
JAGfn, CALP II agreed to discharge the Company from all of its obligations in
connection with approximately $4,348,000 principal amount outstanding of
convertible debentures and to cancel, and discharge the Company from its
obligations under, that certain warrant to purchase 3,000,000 shares of the
Company's common stock issued to CALP II on October 30, 2000. CALP II continues
to hold approximately $500,000 principal amount of convertible debentures and
warrants to purchase 655,740 shares of the Company's common stock. In addition,
the Equity Line of Credit Agreement between the Company and CALP II was
terminated in connection with this transaction. A detailed description of the
sale is disclosed in Item 5 of this Quarterly Report on Form 10-QSB.

Item 3.  Defaults Upon Senior Securities.

None.

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

On December 5, 2000, the Company mailed its Proxy Statement to shareholders in
connection with its annual meeting which was held on December 27, 2000 at the
Company's headquarters in New York City. The following directors were elected at
the Annual Meeting: Gary Valinoti, Thomas J. Mazzarisi and Stephen J. Schoepfer.
Set forth below is a description of the matters voted upon at the Annual
Meeting, including the number of votes cast for, as well as the number of votes
withheld, as to each nominee for election as a director and as to the
ratification of the selection of J.H. Cohn LLP as the Company's independent
accountants for 2001.

1. Election of three directors, each to serve until the next annual meeting of
stockholders and until his successor is duly elected and qualified.

Name of Candidate                 FOR               WITHHELD
-----------------                 ---               --------
Gary Valinoti                  9,769,024             468,190
Thomas J. Mazzarisi            9,769,024             468,190
Stephen J. Schoepfer           9,769,024             468,190

2. Ratification of the selection of J.H. Cohn LLP as the Company's independent
accountants for 2001.

FOR                       AGAINST               ABSTENTIONS
---                       -------               -----------
9,790,484                 413,030                  33,700

Item 5.  Other Information.

As previously disclosed on a Current Report on Form 8-K filed with the SEC on
February 2, 2001, pursuant to the terms and conditions of a Securities Purchase
Agreement, dated as of February 1, 2001 (the "Securities Purchase Agreement"),
by and among the Company, JAGfn and CALP II, a copy of which is attached hereto
as Exhibit 10.15, the Company effected a sale of its 85% membership interest in
JAGfn (the "Membership Interest") to CALP II. CALP II is an investor in the
Company and has been the Company's primary source of financing since June 2000
when it entered into an Equity Line of Credit Agreement with the Company. The
Equity Line of Credit Agreement was terminated in connection with this
transaction.

<PAGE>

As consideration for the purchase of the Membership Interest, CALP II delivered
to the Company at the closing (i) $1,002,146.81 in immediately available funds
and (ii) a non-interest bearing promissory note in the amount of $500,000
payable in full on February 22, 2001, which is secured by the Membership
Interest. Such funds represented the amount required by the Company to pay its
currently outstanding liabilities. This note was amended on February 22, 2001 to
provide for a new maturity date of March 22, 2001 (the "Maturity Date"). A copy
of the Amended and Restated Promissory Note was filed with the SEC on March 1,
2001. The Amended and Restated Secured Promissory Note bears interest at the
rate of 8% per annum until the Maturity Date. With respect to any portion of the
principal not paid by the Maturity Date, such amount shall bear interest at the
rate of 12% per annum from and after the Maturity Date until paid.

In addition, CALP II agreed to discharge the Company from all of its obligations
in connection with approximately $4,348,000 principal amount outstanding of
convertible debentures (the "CALP II Debentures") and to cancel, and discharge
the Company from its obligations under, that certain warrant to purchase
3,000,000 shares of the Company's common stock issued to CALP II on October 30,
2000. The Company was also granted a one-year option to purchase a ten percent
membership interest in JAGfn exercisable at a price of $5,000,000.

Pursuant to the Securities Purchase Agreement, the Company agreed to contribute
all intercompany indebtedness owed to it by JAGfn to the capital of JAGfn and,
in consideration thereof, JAGfn agreed to assume the obligations of the Company
under the CALP II Debentures and to issue to CALP II a five-year warrant to
purchase a two percent membership interest in JAGfn.

The Company's key executive officers and directors, Messrs. Valinoti, Schoepfer
and Mazzarisi, retained their 5% membership interests in JAGfn, but such
interests ceased to be non-dilutable. Mr. Valinoti received an additional 2.5%
membership interest pursuant to a subsequent transfer by CALP II. In connection
with this transaction, CALP II also agreed to terminate the lock-up agreement
relating to Mr. Valinoti's shares of common stock of the Company. CALP II
subsequently transferred a 6% membership interest in JAGfn to Ashton Technology
Group Inc., a Delaware corporation.

<PAGE>

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 Notes, Inc., a New Jersey corporation, and
                  JagNotes.com, Inc., a Nevada corporation (2)

         3.1      Articles of Incorporation of JagNotes.com Inc., as amended (2)

         3.2      Bylaws of JagNotes.com Inc. (2)

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

         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)

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

<PAGE>

         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)

         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 Company,
                  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)

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

<PAGE>

-------------------

(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.
(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.

 (b) (i) The Company 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 Company, 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 Company.
         o  Exhibit B: Option Agreement, dated February 1, 2001, between the
            CALP II Limited Partnership and the Company.
         o  Exhibit C: Assignment, Assumption, Consent and Amendment Agreement,
            dated as of February 1, 2001, by and among the Company, 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 Company and JAGfn Broadband LLC.

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

         (ii) The Company 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 Company by CALP II Limited
Partnership. The Form 8-K included the following exhibit:

         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 Company.

<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: March 19, 2001             By:  /s/ Gary Valinoti
                                    --------------------------------------------
                                    Name:  Gary Valinoti
                                    Title: President and Chief Executive Officer


Date: March 19, 2001             By:  /s/ Stephen R. Russo
                                    --------------------------------------------
                                    Name: Stephen R. Russo
                                    Title: Chief Financial Officer