<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 October 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.)

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

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

                                   -----------

      Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.

                        Yes  X            No
                            ---              ---

      As of November 30, 2001, the Registrant had 24,292,968 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 October 31, 2001 (Unaudited)        F-2

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

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

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

              Notes to Condensed Consolidated Financial Statements                     F-6/12

Item 2.       Management's Discussion and Analysis or Plan of Operation                 13-17

</TABLE>


                                      * * *


                                      F-1

<PAGE>


                       JagNotes.com Inc. and Subsidiaries

                      Condensed Consolidated Balance Sheet
                                October 31, 2001
                                   (Unaudited)


<TABLE>
<CAPTION>

<S>                                                                                    <C>
                                              Assets

Current assets:
    Cash and cash equivalents                                                          $       22,855
    Accounts receivable                                                                        85,249
    Other current assets                                                                       88,902
                                                                                      ---------------
           Total current assets                                                               197,006

Equipment, net of accumulated depreciation of $86,619                                          84,369
Capitalized web site development costs, net of accumulated
    amortization of $219,788                                                                  307,713
                                                                                       --------------

           Total                                                                        $     589,088
                                                                                        =============


                                Liabilities and Stockholders' Deficiency

Current liabilities:
    Accounts payable and accrued expenses                                               $     518,382
    Deferred revenues                                                                         194,738
                                                                                       --------------
           Total liabilities                                                                  713,120
                                                                                       --------------

Commitments and contingencies

Stockholders' deficiency:
    Common stock, par value $.00001 per share; 22,166,367
        shares issued and outstanding                                                             222
    Additional paid-in capital                                                             35,583,650
    Unearned compensation                                                                    (423,278)
    Accumulated deficit                                                                   (35,284,626)
                                                                                         ------------
           Total stockholders' deficiency                                                    (124,032)
                                                                                       --------------

           Total                                                                        $     589,088
                                                                                        =============

</TABLE>


See Notes to Condensed Consolidated Financial Statements.

                                       F-2

<PAGE>


                       JagNotes.com Inc. and Subsidiaries

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


<TABLE>
<CAPTION>

                                                               2001               2000
                                                           ------------      --------------
<S>                                                        <C>               <C>
Revenues                                                   $    182,998      $    263,680
                                                           ------------      ------------

Operating expenses:
    Cost of revenues                                            177,134         1,962,352
    Selling expenses                                             19,532            57,880
    General and administrative expenses                         731,688         3,944,584
                                                           ------------      ------------
        Totals                                                  928,354         5,964,816
                                                           ------------      ------------

Loss from operations                                           (745,356)       (5,701,136)

Other income (expense):
    Interest income                                                                 5,473
    Interest expense                                                             (241,839)
                                                           ------------      ------------

Net loss                                                   $   (745,356)     $ (5,937,502)
                                                           ============      ============


Basic net loss per share                                   $       (.04)     $       (.38)
                                                           ============      ============


Basic weighted average common shares outstanding             20,804,945        15,521,677
                                                           ============      ============

</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)
                       Three Months Ended October 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, 2001                    19,312,807   $        193   $ 35,669,723    $   (975,090)   $(34,539,270)   $    155,556

Sales of common stock pursuant
    to equity financing agreement,
    net of expenses of $9,419               2,853,560             29         78,927              --              --          78,956

Effects of issuance of stock
    options in exchange for
    services                                       --             --         24,000              --              --          24,000

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

Amortization of unearned
    compensation                                   --             --             --         362,812              --         362,812

Net loss                                           --             --             --              --        (745,356)       (745,356)
                                         ------------   ------------   ------------    ------------    ------------    ------------

Balance, October 31, 2001                  22,166,367   $        222   $ 35,583,650    $   (423,278)   $(35,284,626)   $   (124,032)
                                         ============   ============   ============    ============    ============    ============

</TABLE>

See Notes to Condensed Consolidated Financial Statements.


                                      F-4

<PAGE>


                       JagNotes.com Inc. and Subsidiaries

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


<TABLE>
<CAPTION>

                                                                                       2001               2000
                                                                                   -------------     ---------------
<S>                                                                                <C>               <C>
Operating activities:
    Net loss                                                                          $(745,356)       $(5,937,502)
    Adjustments to reconcile net loss to net cash used in
        operating activities:
        Depreciation                                                                      9,239             46,023
        Amortization of capitalized web site development costs                           43,958             51,743
        Amortization of unearned compensation                                           362,812          2,981,028
        Effects of issuance of stock options in exchange for services                    24,000
        Charges to interest expense for amortization of deferred
           financing costs and debt discount                                                               190,338
        Changes in operating assets and liabilities:
           Accounts receivable                                                          (44,165)           (48,895)
           Other current assets                                                          10,718            275,366
           Other assets                                                                                     (3,618)
           Accounts payable and accrued expenses                                        254,881            704,854
           Deferred revenues                                                             14,374              5,350
           Noncurrent accrued interest payable                                                              51,500
                                                                                      ---------        -----------
               Net cash used in operating activities                                    (69,539)        (1,683,813)
                                                                                      ---------        -----------

Investing activities:
    Purchases of equipment                                                                                (255,998)
    Web site development costs capitalized                                                                 (77,069)
                                                                                                       -----------
               Net cash used in investing activities                                                      (333,067)
                                                                                                       -----------

Financing activities:
    Payments of capital lease obligations                                                                  (26,777)
    Proceeds from private placement of convertible debentures                                              500,000
    Costs paid in connection with private placement of
        convertible debentures                                                                             (50,000)
    Net proceeds from private placements of common stock                                 78,956          1,050,000
                                                                                      ---------        -----------
               Net cash provided by financing activities                                 78,956          1,473,223
                                                                                      ---------        -----------

Net increase (decrease) in cash and cash equivalents                                      9,417           (543,657)
Cash and cash equivalents, beginning of period                                           13,438            806,586
                                                                                      ---------        -----------

Cash and cash equivalents, end of period                                              $  22,855        $   262,929
                                                                                      =========        ===========

</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 October 31, 2001, their
                results of operations for the three months ended October 31,
                2001 and 2000, their changes in stockholders' equity
                (deficiency) for the three months ended October 31, 2001 and
                their cash flows for the three months ended October 31, 2001 and
                2000. JagNotes and its subsidiaries are referred to together
                herein as the "Company." Pursuant to rules and regulations of
                the Securities and Exchange Commission (the "SEC"), certain
                information and disclosures normally included in financial
                statements prepared in accordance with accounting principles
                generally accepted in the United States of America have been
                condensed or omitted from these consolidated financial
                statements unless significant changes have taken place since the
                end of the most recent fiscal year. Accordingly, these condensed
                consolidated financial statements should be read in conjunction
                with the consolidated financial statements, notes to
                consolidated financial statements and the other information in
                the audited consolidated financial statements of the Company as
                of July 31, 2001 and for the years ended July 31, 2001 and 2000
                included in the Company's Annual Report on Form 10-KSB (the
                "10-KSB") for the year ended July 31, 2001 that was previously
                filed with the SEC.

                The results of the Company's operations for the three months
                ended October 31, 2001 are not necessarily indicative of the
                results of operations to be expected for the full year ending
                July 31, 2002.

                The accompanying consolidated financial statements have been
                prepared assuming that the Company will continue as a going
                concern. However, as shown in the accompanying condensed
                consolidated financial statements, during the three months ended
                October 31, 2001 and 2000, the Company only generated revenues
                of approximately $183,000 and $264,000, respectively; it
                incurred net losses of approximately $745,000 and $5,938,000,
                respectively; and it had cash flow deficiencies from operating
                activities of approximately $70,000 and $1,684,000,
                respectively. As a result, the Company had a working capital
                deficiency of approximately $516,000 and an accumulated deficit
                of approximately $35,285,000 as of October 31, 2001. In
                addition, management believes that the Company will continue to
                incur net losses and cash flow deficiencies from operating
                activities through at least October 31, 2002. These matters
                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 (continued):
                As further explained in Note 1 to the 10KSB, the Company gathers
                and compiles financial and investment information from contacts
                at financial institutions, experienced journalists, money
                managers, analysts and other Wall Street professionals and
                generate revenues by releasing such information to subscribers
                on a timely basis through facsimile transmissions and a web
                site. In September 2000, a subsidiary, JAGfn Broadband, L.L.C.
                ("JAGfn"), started an advertiser-based financial webcast which
                was sold on February 1, 2001. Another subsidiary,
                JagNotes.Euro.com Ltd. ("Euro"), was attempting to generate
                foreign revenues. Euro's activities were terminated prior to
                January 31, 2001.

                Primarily as a result of the sale of the advertiser-based
                financial webcast operations and the termination of its efforts
                to generate foreign revenues during the year ended July 31,
                2001, the Company's net loss was reduced to approximately
                $745,000 for the three months ended October 31, 2001 from
                approximately $5,938,000 for the three months ended October 31,
                2000. The net losses included noncash charges principally for
                depreciation and amortization of approximately $440,000 and
                $3,269,000 for the three months ended October 31, 2001 and 2000,
                respectively.

                Management believes that, in the absence of a substantial
                increase in subscription revenues, it is probable that the
                Company will continue to incur losses and negative cash flows
                from operating activities through at least October 31, 2002 and
                that the Company will need to obtain additional equity or debt
                financing to sustain its operations until it can market its
                services, expand its customer base and achieve profitability.

                As further explained in Note 4 herein, the Company entered into
                an agreement with an investment partnership pursuant to which
                the Company has, in effect, "put" options whereby, subject to
                certain conditions, it can require the investment partnership to
                purchase shares of its common stock from time to time at an
                aggregate purchase price of $10,000,000 through September 27,
                2004. The minimum amount of funding to be provided by the
                investment partnership will be $100,000 per month through
                September 27, 2002. The Company's ability to obtain additional
                amounts will depend, among other things, on the market value and
                average daily trading volume of its shares and the ability of
                the investment partnership to fund its commitment. As of
                December 14, 2001, the Company had received gross proceeds of
                approximately $482,000 from the exercise of "put" options (see
                Notes 4 and 5 herein).

                                      F-7

<PAGE>


                       JagNotes.com Inc. and Subsidiaries

              Notes To Condensed Consolidated Financial Statements
                                   (Unaudited)



Note 1 - Basis of presentation (concluded):
                Management believes that the Company will be able to generate
                sufficient revenues from its remaining facsimile transmission
                and web site operations and obtain sufficient financing from its
                agreement with the investment partnership or through other
                financing agreements to enable it to continue as a going concern
                through at least October 31, 2002. However, if the Company
                cannot generate sufficient revenues and/or obtain sufficient
                additional financing, if necessary, by that date, the Company
                may be forced thereafter to restructure its operations, file for
                bankruptcy or entirely cease its operations.

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


Note 2 - Net earnings (loss) per share:
                The Company presents "basic" earnings (loss) per share and, if
                applicable, "diluted" earnings per share pursuant to the
                provisions of Statement of Financial Accounting Standards No.
                128, "Earnings per Share" ("SFAS 128"). Basic earnings (loss)
                per share is calculated by dividing net income or loss by the
                weighted average number of common shares outstanding during each
                period. The calculation of diluted earnings per share is similar
                to that of basic earnings per share, except that the denominator
                is increased to include the number of additional common shares
                that would have been outstanding if all potentially dilutive
                common shares, such as those issuable upon the exercise of
                outstanding stock options and warrants and the conversion of the
                outstanding convertible debentures, were issued during the
                period, the treasury stock method had been applied to the
                proceeds from the exercise of the options and warrants and the
                interest costs applicable to the convertible debentures had been
                added back to the numerator.

                Diluted per share amounts have not been presented in the
                accompanying condensed consolidated statements of operations
                because the Company had a net loss in the three months ended
                October 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.


Note 3 - Income taxes:
                As of October 31, 2001, the Company had net operating loss
                carryforwards of approximately $20,192,000 available to reduce
                future Federal taxable income which will expire from 2019
                through 2022.

                                      F-8

<PAGE>


                       JagNotes.com Inc. and Subsidiaries

              Notes To Condensed Consolidated Financial Statements
                                   (Unaudited)


Note 3 - Income taxes (concluded):
                As of October 31, 2001, the Company's deferred tax assets
                consisted of the effects of temporary differences attributable
                to the following:

                  Deferred revenues, net                     $       78,000
                  Unearned compensation                           5,903,000
                  Net operating loss carryforwards                8,065,000
                                                              -------------
                                                                 14,046,000
                  Less valuation allowance                      (14,046,000)
                                                               ------------

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

                Due to the uncertainties related to, among other things, the
                potential 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 October 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, 2001. As a result of the increases in
                the valuation allowance of $297,000 and $2,371,000 during the
                three months ended October 31, 2001 and 2000, respectively,
                there are no credits for income taxes reflected in the
                accompanying condensed consolidated statements of operations to
                offset pre-tax losses.


Note 4 - Other issuances of common stock, warrants and stock options:
                Equity financing agreement:
                    As further explained in Note 11 in the 10-KSB, on August 17,
                    2001, the Company entered into an equity line purchase
                    agreement (the "Equity Line Agreement") with Cornell Capital
                    Partners, L.P. ("Cornell Capital") pursuant to which the
                    Company has, in effect, "put" options whereby, subject to
                    certain conditions, it was initially able to require Cornell
                    Capital to purchase shares of its common stock from time to
                    time at an aggregate purchase price of $10,000,000 from
                    September 27, 2001 through September 27, 2004, unless it is
                    terminated earlier at the discretion of the Company. The
                    purchase price will be 95% of the lowest closing bid price
                    of the Company's common stock over a specified number of
                    trading days commencing on specified dates. Cornell Capital
                    shall be entitled to a cash fee equal to 5% of the gross
                    proceeds received by the Company in connection with each
                    put. The timing and amount of the required purchases shall
                    be at the Company's discretion subject to certain
                    conditions. For each put exercised, there shall be two
                    closing dates five trading days apart. The number of shares
                    to be purchased at each closing of a put shall be equal to
                    150% of the average daily trading volume of the Company's
                    common stock over a specified period. At least 10 trading
                    days must elapse before the Company can deliver a new put
                    notice to Cornell Capital. However, during the 12-month
                    period ending September 27, 2002, the amount of each
                    advance, net of any cash fees payable to Cornell Capital
                    pursuant to the terms of the Equity Line Agreement, must be
                    at least $50,000 per put and the minimum amount of funding
                    to be provided by Cornell Capital will be $100,000 per
                    month. Cornell Capital received 1,500,000 shares of the
                    Company's common stock as of August 17, 2001 as additional
                    consideration for entering into the Equity Line Agreement.
                    Certain principals of Cornell Capital agreed to surrender
                    for cancellation outstanding warrants, dated July 21, 2000,
                    for the purchase of a total of 690,000 shares of the
                    Company's common stock.

                                      F-9

<PAGE>

                       JagNotes.com Inc. and Subsidiaries

              Notes To Condensed Consolidated Financial Statements
                                   (Unaudited)


                    During the three months ended October 31, 2001, Cornell
                    Capital was required to pay $88,375 and it received
                    1,353,560 shares of common stock as a result of the exercise
                    of put options, and the Company received proceeds of $78,956
                    net of $9,419 of placement fees.

                Options, warrants and other equity instruments issued for
                  services:
                    The Company has issued, from time to time, stock options,
                    warrants and/or shares of common stock to employees as
                    compensation and to other nonemployees, including investment
                    analysts and commentators that have entered into agreements
                    to provide the Company with financial information that is
                    released to subscribers, as consideration for consulting,
                    professional and other services. As explained in Note 2 in
                    the 10-KSB, the Company recognizes the cost of such
                    issuances based on the fair value of the equity instruments
                    issued over the periods in which the related services are
                    rendered in accordance with the provisions of Statement of
                    Financial Accounting Standards No. 123 "Accounting for
                    Stock-Based Compensation" ("SFAS 123").

                    The following table reconciles the number of shares of
                    common stock subject to options and warrants that were
                    outstanding at August 1, 2001 as a result of issuances of
                    options and warrants to employees and nonemployees as
                    compensation for services to the number outstanding at
                    October 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, 2001 (A)                               8,583,500    $.10 - $6.00
                         Options granted to employees (B)                                 3,000,000    $.02
                         Options and warrants cancelled (B)(C)                           (4,756,000)   $.25 - $2.00
                                                                                         ----------

                         Options and warrants issued for services
                            outstanding, October 31, 2001 (D) (E)                         6,827,500    $.10 - $6.00
                                                                                         ==========    ============

</TABLE>

                                      F-10

<PAGE>


                       JagNotes.com Inc. and Subsidiaries

              Notes To Condensed Consolidated Financial Statements
                                   (Unaudited)



Note 4 - Other issuances of common stock, warrants and stock options
                (continued): Options, warrants and other equity instruments
                issued for services (continued):

                         (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, 2001 was
                               $975,090.

                         (B)   As further explained in Note 11 to the 10-KSB, on
                               August 31, 2001, pursuant to amended and restated
                               employment agreements between the Company and its
                               three senior executives, each dated August 31,
                               2001, the Company granted options to purchase
                               1,000,000 shares of its common stock at $.02 per
                               share to each of the three senior executives as
                               additional compensation for services to be
                               rendered under such contracts. Options previously
                               granted to the three senior executives pursuant
                               to their original employment agreements, which
                               gave each executive the right to purchase 900,000
                               shares of common stock at an exercise price of
                               $.25 per share, were cancelled. In accordance
                               with the provisions of SFAS 123, the Company
                               charged $24,000 to compensation expense in the
                               three months ended October 31, 2001, which
                               represented the excess of the aggregate fair
                               value of the options to purchase 1,000,000 shares
                               granted to each executive on August 31, 2001 over
                               the aggregate fair value of the options to
                               purchase 900,000 shares previously granted to
                               each of the executives immediately prior to the
                               cancellation of those options.

                         (C)   During the three months ended October 31, 2001,
                               the Company reversed $189,000 of unearned
                               compensation representing the unamortized portion
                               of unearned compensation associated with options
                               that were cancelled.

                         (D)   These options and warrants also include options
                               for the purchase of 5,492,500 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
                               October 31, 2001, the options for the purchase of
                               all of the 5,492,500 shares remained outstanding.

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

                                      F-11

<PAGE>


                       JagNotes.com Inc. and Subsidiaries

              Notes To Condensed Consolidated Financial Statements
                                   (Unaudited)



Note 4 - Other issuances of common stock, warrants and stock options
                (concluded): Options, warrants and other equity instruments
                issued for services (concluded):
                    A total of $24,000 and $833,270 was charged to unearned
                    compensation during the three months ended October 31, 2001
                    and 2000 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
                    7 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 $362,812 and $2,981,028 was amortized
                    during the three months ended October 31, 2001 and 2000,
                    respectively. The unamortized balance of $423,278 has been
                    reflected as a reduction of stockholders' equity as of
                    October 31, 2001.

                    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 three months ended October 31, 2001 based on the
                    following assumptions:

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


Note 5 - Other subsequent events:
                During the period from November 1, 2001 through December 14,
                2001, Cornell Capital was required to pay $393,902 and it
                received 3,058,451 shares of common stock as a result of the
                exercise by the Company of put options, and the Company received
                proceeds of $374,207 net of $19,695 of placement fees, pursuant
                to the Equity Credit Agreement (see Note 4 herein). As of
                December 14, 2001, the Company had the ability to require
                Cornell Capital to purchase shares of its common stock pursuant
                to the Equity Credit Agreement at an aggregate purchase price of
                $9,518,000 through September 27, 2004.



                                      * * *


                                      F-12


<PAGE>


Item 2.  Management's Discussion and Analysis.

                              RESULTS OF OPERATIONS

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

Revenues:

Revenues primarily consist of subscription revenue and are derived from annual,
semi-annual, quarterly and monthly subscriptions relating to our product
JAGNotes. JAGNotes is a daily consolidated investment report that summarizes
newly issued research, analyst opinions, upgrades, downgrades, and analyst
coverage changes from various investment banks and brokerage houses. Until May
1999, JAGNotes was faxed to a limited audience of financial professionals. More
recently, we changed our focus to also include the retail investor by providing
a variety of investment information including but not limited to the JAGNotes
report through our web site. During the three months ended October 31, 2001
subscription revenues decreased as compared to the three months ended October
31, 2000 with total subscription revenues for the comparable periods of
approximately $183,000 and $264,000, respectively.

As more fully described in previous filings it was originally our intention to
increase subscription revenues through international expansion and increased
awareness of our United States of America web site. In addition, commensurate
with the establishment of JAGfn Broadband L.L.C. ("JAGfn"), effective August 1,
2000 we began focusing much of our efforts on the establishment of our
webcasting or real time streaming video programming through our web site. It was
our hope that this additional service would have provided for our primary source
of revenues in the form of advertising income on a going forward basis and that
subscription income would have been ancillary to our operations as a whole.
However, during the six months ended January 31, 2001 we halted our
international expansion plans and had not received advertising income in
connection with our real time video programming and a result JAGfn was sold on
February 1, 2001. As a result of this change in focus we suffered a significant
decrease in subscription revenue. We have once again re-focused our efforts on
building the awareness of our JagNotes products and our web site in an attempt
to increase subscription revenues.

<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 that were
broadcasted on our webcast during the three months ended October 31, 2000 and
salaries associated with the production of our webcast during the three months
ended October 31, 2000. During the three months ended October 31, 2001 cost of
revenues decreased by approximately $1,938,000 to approximately $177,000 from
approximately $2,115,000 during the three months ended October 31, 2000.

The primary causes for this decrease were as follows:

      (i)   A decrease of approximately $925,000 in costs for our commentators
            and consultants associated with our web site from approximately
            $987,000 during the three months ended October 31, 2000 to
            approximately $62,000 during the three months ended October 31,
            2001. Such amounts included cash consideration of $48,000 and
            $508,000 and non-cash charges related to the amortization of
            unearned compensation of $14,000 and $479,000 during the three
            months ended October 31, 2001 and 2000, respectively. The decrease
            in such costs is commensurate with the expiration of consulting
            agreements entered into in prior years that were not renewed. In
            addition, we were relieved of substantially all of our obligations
            under various consulting agreements as part of the sale of JAGfn
            effective February 1, 2001.

      (ii)  During the three months ended October 31, 2000 we incurred salary
            charges of approximately $929,000 in connection with the production
            of the JAGfn webcast. We were relieved of such costs concurrent with
            the sale of JAGfn effective February 1, 2001.

      (iii) A decrease in costs associated with the development and maintenance
            of our web-site of approximately $79,000 from approximately $131,000
            during the three months ended October 31, 2000 to approximately
            $52,000 during the three months ended October 31, 2001. The decrease
            results from the fact that during the year ended July 31, 2000 and
            continuing into the three months ended October 31, 2000 we completed
            the process of re-designing our web site to integrate our webcast
            and as a result incurred additional costs.

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

Selling expense:

Selling expenses consist primarily of advertising and other promotional
expenses. During the three months ended October 31, 2001 selling expenses
decreased approximately $38,000 to approximately $20,000 from its level of
approximately $58,000 during the three months ended October 31, 2000. The major
components of this decrease are:

      (i)   An approximate $29,000 decrease in advertising and promotional costs
            from approximately $32,000 during the three months ended October 31,
            2000 to approximately $3,000 during the three months ended
            October 31, 2001.

      (ii)  An approximate $9,000 decrease in business travel related expenses
            from approximately $26,000 during the three months ended October 31,
            2000 to approximately $17,000 during the three months ended October
            31, 2001.

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

General and administrative expenses:

General and administrative expenses consist primarily of compensation and
benefits for the officers, other compensation, occupancy costs, professional
fees and other office expenses. General and administrative expenses decreased
approximately $3,213,000 during the three months ended October 31, 2001 to
$732,000 from approximately $3,945,000 during the three months ended October 31,
2000. The decrease in general and administrative expenses is primarily
attributable to the following:

      (i)   A decrease of approximately $841,000 in rent expense from
            approximately $844,000 during the three months ended October 31,
            2000 to approximately $3,000 during the three months ended October
            31, 2001. The decrease in rent expense is attributable to the lease
            costs that were associated with our webcasting studio and offices in
            New York City which we no longer have.

      (ii)  A decrease of approximately $1,992,000 in amortization of unearned
            compensation, a non-cash charge from approximately $2,274,000 during
            the three months ended October 31, 2000 to approximately $282,000.
            These costs were associated with the issuance of common stock
            options and warrants to investment bankers and other parties
            exploring business expansion opportunities on our behalf during the
            fiscal year ended July 31, 2001. As of July 31, 2001 a significant
            portion of these costs had been fully amortized thus resulting in
            the significant decrease.

      (iii) A decrease in payroll and payroll related expenses of approximately
            $266,000 from approximately $469,000 during the three months ended
            October 31, 2000 to approximately $203,000 during the three months
            ended October 31, 2001. The decrease results from a significant
            downsizing of our staff subsequent to the year ended July 31, 2001
            to be more commensurate with our operations.
<PAGE>

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

Interest expense:

During the three months ended October 31, 2000 we incurred interest expense of
approximately $242,000 of which $190,000 was associated with the amortization of
deferred financing costs and debt discounts associated with outstanding
convertible debentures. The remaining $52,000 was a result of accrued interest
on the outstanding principal balance of such debentures.

Net Loss:

As a result of the above, we had a net loss of approximately $745,000 during the
three months ended October 31, 2001 as compared to a net loss of $5,938,000
during the three months ended October 31, 2000.

                         LIQUIDITY AND CAPITAL RESOURCES

During the three months ended October 31, 2001 and 2000 we only generated
revenues of approximately $183,000 and $264,000, and incurred net losses of
approximately $745,000 and $5,938,000 and had cash flow deficiencies from
operating activities of approximately $70,000 and $1,684,000, respectively. As a
result, we had a cash balance of only $23,000, a working capital deficiency of
$516,000 and an accumulated deficit of approximately $35,285,000 as of October
31, 2001. In addition, we believe that we will continue to incur net losses and
cash flow deficiencies from operations through at least October 31, 2002. These
matters raise substantial doubt about our ability to continue as a going
concern.

Our net losses during the three months ended October 31, 2001 and 2000 included
noncash operating expenses of approximately $440,000 and $3,269,000,
respectively. Primarily as a result of the sale of the advertiser-based
financial webcast operations of JAGfn and the termination of our efforts to
generate foreign revenues we reduced our net loss from approximately $5,938,000
for the three months ended October 31, 2001 to $745,000 for the three months
ended October 31, 2001. We believe that, in the absence of a substantial
increase in subscription revenues, it is probable that we will continue to incur
losses and negative cash flows from operating activities through at least
October 31, 2002 and that we will need to obtain additional equity or debt
financing to sustain our operations until we can market our services, expand our
customer base and achieve profitability.

We believe that we will be able to generate sufficient revenues from our
remaining facsimile transmission and web site operations and obtain sufficient
financing from our financing agreement described below or through other
financing agreements to enable us to continue as a going concern through at
least October 31, 2002. However, if we cannot generate sufficient revenues
and/or obtain sufficient additional financing, if necessary, by that date, we
may be forced thereafter to restructure our operations, file for bankruptcy or
entirely cease our operations.
<PAGE>

Our cash balance of approximately $23,000 at October 31, 2001 results primarily
from an equity financing agreement that we entered into in September 2001 with
an investment partnership. Pursuant to the terms of the agreement we have, in
effect, put options whereby, subject to certain conditions, we can require the
investment partnership to purchase shares of our common stock from time to time
at an aggregate purchase price of $10,000,000. We can exercise the put options
over a period of up to 36 months which began on September 27, 2001, the date on
which a registration statement under the Securities Act of 1933 (the Act) filed
with the Securities and Exchange Commission (the SEC) by us for the registration
of the shares issuable to the investment partnership became effective. During
the 12-month period following the effective date of the registration statement,
the minimum amount of funding to be provided by the investment partnership will
be $100,000 per month. Our ability to obtain additional amounts will depend,
among other things, on the market value and average daily trading volume of our
shares and the ability of the investment partnership to fund its commitment.
Pursuant to the equity financing agreement, during the three months ended
October 31, 2001 we received gross proceeds of $88,375 for the sale of 1,353,560
shares of common stock and as a result we received proceeds of $78,956 net of
expenses of $9,419. In addition we gave the investment partnership 1,500,000
shares of stock as additional consideration for entering into the equity
financing agreement.

During three months ended October 31, 2001 we used approximately $70,000 in our
operations. Although we had a net loss of approximately $745,000 for the three
months ended October 31, 2001 such loss included non-cash charges of
approximately $440,000 primarily associated with depreciation and amortization
of our equipment and capitalized web site development costs and amortization of
unearned compensation. In addition we financed our operations in part by an
increase in accounts payable of approximately $255,000.

During the period from November 1, 2001 through December 14, 2001 we received
gross proceeds of $393,902 for the sale of 3,058,451 shares of common stock and
as a result we received proceeds of $374,206 net of expenses of $19,696.

<PAGE>

                                     PART II
                                OTHER INFORMATION

Item 1.  Legal Proceedings.

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

Item 2.  Changes in Securities and Use of Proceeds.

On August 17, 2001, we entered into a $10,000,000 Equity Line Purchase Agreement
with Cornell Capital Partners, L.P., a limited partnership managed by Yorkville
Advisors Management, LLC, a Delaware limited liability company, pursuant to
which we can put our shares, once registered with the SEC, from time to time, at
a purchase price equal to 95% of the lowest closing bid price for such shares
over the five trading days preceding the sale of such shares. In connection with
this Equity Line Purchase Agreement, we issued Cornell Capital an investor's fee
of 1,500,000 shares of our common stock. We also have agreed to pay a 5% cash
fee to Cornell Capital payable out of each drawdown under the equity line. As a
condition to entering into the equity line, Cornell Capital caused certain of
its principals to surrender for cancellation outstanding warrants, dated July
21, 2000, to purchase an aggregate of 690,000 shares of our common stock. The
investments under this Equity Line Purchase Agreement will be made in reliance
upon Regulation D.

Item 3.  Defaults Upon Senior Securities.

None.

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

None.

<PAGE>

Item 5.  Other Information.

Appointment of New Chief Financial Officer.

Effective November 9, 2001, Raymond G. Taylor resigned as our Chief Financial
Officer. On such date, the Board of Directors accepted Mr. Taylor's resignation
and appointed Thomas J. Mazzarisi as Chief Financial Officer of JagNotes to hold
office at the pleasure of the Board of Directors. Mr. Mazzarisi also serves as a
director of JagNotes and as our Executive Vice President and General Counsel.

Letter of Intent with Go West Entertainment, Inc.

On December 3, 2001, we entered into a non-binding letter of intent with Go West
Entertainment, Inc., a New York corporation, and each of its shareholders,
Richard Goldring, William Osher and Elliot Osher, pursuant to which the Go West
shareholders would acquire shares of our common stock, which shares will, upon
issuance, represent 50.1% of the Company's outstanding capital stock on a fully
diluted basis (including any shares issuable as the result of the change in
control), in exchange for 7,500,000 shares of Go West, constituting 100% of the
outstanding shares of capital stock of Go West. At the closing of the proposed
transaction, Go West will become our wholly owned subsidiary. Go West was formed
in May 2001 to establish, own and operate "Scores" adult entertainment
nightclubs that would offer topless dancing and food and bar operations. Go West
acquired the non-exclusive right to use the name "Scores" pursuant to a
licensing agreement dated August 8, 2001 between Go West and HEIR Holding Co.,
the owner of the Scores trademark; however, it has conducted no operations to
date. The closing of the proposed transaction is conditioned upon, among other
things, us obtaining sufficient funding prior to the closing to permit Go West
to procure the premises for its proposed initial nightclub in Manhattan. The
conditions to closing are described in greater detail below. For its proposed
initial facility, Go West will need to carry out extensive leasehold
improvements and obtain the requisite permits and licenses for its business.

Prior to the closing, our Internet-based financial news service business, which
is currently operated at the parent company level, will be contributed to a
separate wholly owned subsidiary of JagNotes. At that time, we will transfer, to
the extent transferable, all of the assets and liabilities of that business to
the newly formed JagNotes subsidiary.

Effective upon the closing, all three of our existing directors and officers,
consisting of Messrs. Gary Valinoti, Stephen J. Schoepfer and Thomas J.
Mazzarisi, shall resign and be replaced by Go West appointees. Also at the
closing each existing management member of JagNotes shall become a director and
officer of the JagNotes subsidiary and enter into three-year employment
agreements with such subsidiary. Following the closing, the business of the Go
West subsidiary will be managed by the same management team currently operating
Scores Showroom located on East 60th Street in Manhattan. Note that Go West does
not have any financial interest in such existing establishment.

<PAGE>

As the result of the change in control of JagNotes, each of our existing
management members shall receive options to purchase 1,000,000 shares of our
common stock at an exercise price equal to 25% of the closing bid price of our
stock immediately prior to the change in control pursuant to the terms of their
existing employment agreements. These management options shall be fully vested
and immediately exercisable in full and expire on the date which is three years
following the closing. Additionally, our existing management members shall each
receive, in lieu of the cash payments to which they would be entitled under
their existing employment agreements, shares of our common stock, equal in value
to the remaining sums due them under such agreements.

With respect to the shares underlying management's options and shares, our
existing management members, as a group, shall, on one occasion only, at our
expense, be given demand registration rights. Further, with respect to these
same shares of common stock, such management members will be given piggyback
registration rights for a period of two years.

In connection with the proposed transaction, our President and Chief Executive
Officer, Gary Valinoti, will agree to a lock up of the shares of our common
stock he received in connection with the formation of JagNotes in March 1999,
for a period which is the greater of (i) the three month period commencing upon
his resignation as director of JagNotes and (ii) the period commencing on the
closing and ending on the date upon which we shall have drawn down $6,000,000 or
more under our equity line with Cornell Capital subsequent to such closing.

In addition, with respect to the shares underlying their existing options, new
options and newly issued shares, our existing management members will agree to
(i) make no sales of any such shares from the date of the Letter of Intent
through the earlier of its expiration or the closing, and (ii) to sell no more
than ten percent of such shares during each 30 day period commencing on the date
of effectiveness of any post-effective amendment to our existing registration
statements.

Following the closing, five percent of the outstanding shares of Go West will be
contributed to the capital of the newly formed JagNotes subsidiary. For the two
year period following this contribution, we shall have the assignable right to
call the Go West shares at a price of $500,000. For the one year period
commencing January 1, 2003, the JagNotes subsidiary shall have the right to put
the Go West shares to us at a price of $500,000 upon 30 days prior written
notice.

The proposed transaction with Go West is subject to various conditions being
satisfied prior to the closing, including, among others, the requirement that we
draw down under our equity line with Cornell Capital (i) $1,000,000 to be used
to pay off our outstanding payables and as working capital of the proposed new
JagNotes subsidiary and (ii) $1,000,000 to be reserved for post-closing working
capital of the public company.

<PAGE>

Although not a condition to the closing, the parties have agreed that the next
$500,000 which is drawn down under our equity line will be utilized as working
capital of the proposed new JagNotes subsidiary, and all subsequent drawdown
amounts will be reserved for post-closing working capital of JagNotes.com Inc.

In addition, the closing of the proposed transaction is conditioned upon (i) the
completion of a due diligence investigation by both us and Go West, (ii)
obtaining necessary corporate approvals for the transaction, including approval
by our board of directors and (iii) the entering into of definitive agreements
among the parties, including, without limitation, a mutually acceptable
definitive acquisition agreement among us, Go West and the Go West shareholders
and new employment agreements between the JagNotes subsidiary and our existing
management team.

For six months following the closing, we will not be permitted to spin off or
sell our shares in the JagNotes subsidiary. If after three months following the
closing, the board of directors of the JagNotes subsidiary determines that the
business interests of such subsidiary would be best served were it to be
operated separately from the Go West business, the subsidiary's board may direct
that such subsidiary be either spun off as a public company through a dividend
to our shareholders or sold.

<PAGE>

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

(a)      Exhibits.

Exhibit No.       Description
-----------       -----------

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

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

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

3.2               Bylaws of Registrant (2)

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

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)

<PAGE>

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

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

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

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

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

10.5              Equity Line of Credit Agreement, dated as of June 14, 2000, by
                  and between Registrant 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 Registrant 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 Registrant and CALP II Limited Partnership. (8)

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

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

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

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

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

10.13             Employment Agreement, dated as of December 14, 2000, by and
                  between Registrant and Stephen J. Schoepfer. (9)
<PAGE>

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

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

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

10.17             Equity Line Purchase Agreement, dated August 17, 2001, by and
                  between the Registrant and Cornell Capital Partners, L.P..
                  (13)

10.18             Registration Rights Agreement, dated August 17, 2001, by and
                  between the Registrant and Cornell Capital Partners, L.P..
                  (13)

10.19             Amended and Restated Employment Agreement, dated August 31,
                  2001, by and between the Registrant and Gary Valinoti. (14)

10.20             Amended and Restated Employment Agreement, dated August 31,
                  2001, by and between the Registrant and Stephen J. Schoepfer.
                  (14)

10.21             Amended and Restated Employment Agreement, dated August 31,
                  2001, by and between the Registrant and Thomas J. Mazzarisi.
                  (14)

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

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

(9)   Previously filed as an exhibit to our Quarterly Report on Form 10-QSB
      filed on December 20, 2000.
(10)  Previously filed as an exhibit to our Current Report on Form 8-K filed on
      February 2, 2001.
(11)  Previously filed as an exhibit to our Current Report on Form 8-K filed on
      March 1, 2001.
(12)  Previously filed as an exhibit to our Current Report on Form 8-K filed on
      April 9 2001.
(13)  Previously filed as an exhibit to our Current Report on Form 8-K filed on
      August 17, 2001.
(14)  Previously filed as an exhibit to Amendment No. 1 to our Registration
      Statement on Form SB-2 filed on September 26, 2001.

(b)   Reports on Form 8-K.

We filed the following reports on Form 8-K during the three month period ended
October 31, 2001:

      (i) On August 9, 2001, the Registrant filed a Current Report on Form 8-K
with the Securities and Exchange Commission reporting the entering into of a
revised letter of intent among the Registrant, Canadian Advantage Limited
Partnership, Advantage Bermuda Fund Limited, VC Advantage L.P. and VC Advantage
(Bermuda) Fund Ltd. pursuant to which the Registrant would purchase an aggregate
of 79.70% of the outstanding capital stock of Financial Broadband Holdings, Inc.
A copy of the related press release dated August 9, 2001 and the revised letter
of intent dated August 9, 2001 were attached as Exhibits 99.1 and 99.2 thereto,
respectively.

      (ii) On August 27, 2001, the Registrant filed a Current Report on Form 8-K
with the Securities and Exchange Commission announcing that it had decided not
to proceed with, or entertain further discussions regarding, the proposed
acquisition of Financial Broadband Holdings. A copy of the press release
announcing this decision was attached as Exhibit 99.1 thereto.

      (iii) On August 20, 2001, the Registrant filed a Current Report on Form
8-K with the Securities and Exchange Commission reporting its new $10 million
equity line of credit arrangement with Cornell Capital Partners, L.P. Copies of
the equity line purchase agreement and related registration rights agreement
were attached as Exhibits 10.17 and 10.18 thereto, respectively.

<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: December 21, 2001         By: /s/ Gary Valinoti
                                   --------------------------------------------
                                   Name:  Gary Valinoti
                                   Title: President and Chief Executive Officer


Date: December 21, 2001         By: /s/ Thomas J. Mazzarisi
                                   --------------------------------------------
                                   Name: Thomas J. Mazzarisi
                                   Title: Executive Vice President,
                                          Chief Financial Officer and
                                          General Counsel