JAGNOTES COM, SB-2/A, 1999-09-30

JAGNOTES COM
SB-2/A, 1999-09-30
BUSINESS SERVICES, NEC

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 30, 1999
REGISTRATION NO. 333-84189

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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

AMENDMENT NO. 1

FORM SB-2

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

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

JAGNOTES.COM INC.
(Name of Small Business Issuer in its Charter)

Nevada
(State of Incorporation)

8999 - Services, Nec
(Primary Standard Industrial Classification Code No.)

88-0380456
(IRS Employer I.D. No.)

2421 Atlantic Avenue, Suite 103, Manasquan, New Jersey 08736, (732) 292-1800
(Address and Telephone Number of Principal Executive Office
and Principal Place of Business)

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

Gary Valinoti Copy to:
President Caldwell R. Campbell, Esq.
JagNotes.com Inc. Day & Campbell, LLP
2421 Atlantic Avenue, Suite 103 3070 Bristol Street, Suite 450
Manasquan, New Jersey 08736 Costa Mesa, California 92626
(732) 292-1800 (714) 429-2900
(Name, address and telephone number of agent for service)
-----------------

Approximate date of commencement of proposed sale to public: As soon as
practicable after the Registration Statement becomes effective.

If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration number of the earlier
effective registration statement for the same offering.[ ]____________________

<PAGE> 2
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration number of the earlier effective registration statement for the
same offering. [ ]____________________

If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the Securities
Act registration number of the earlier effective registration statement for the
same offering. [ ]____________________

If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]

<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE

Title of each class of Proposed Proposed
securities to be Amount to be maximum maximum
registered registered offering price aggregate offering Amount of
per unit(1) price(1) registration fee
- ---------------------- ------------------ ----------------- ------------------ ----------------
<S> <C> <C> <C> <C>
Common Stock 2,405,520* $7.63(3)* $18,354,117(3)* $5,322*
$.00001 par value
- ---------------------- ------------------ ----------------- ------------------ ----------------
Previously Paid $6,276*
- ---------------------- ------------------ ----------------- ------------------ ----------------
TOTAL DUE 0
====================== ================== ================= ================== ================
</TABLE>

(1) Estimated solely for the purpose of calculating the amount of the
registration fee under Rule 457.

(2) Comprised of: (a) 1,785,390 shares presently outstanding, and (b)
620,130 shares issuable upon exercise of options or warrants.

(3) Based upon the average of the bid and asked prices for the common
stock on July 27, 1999, as reported by the OTC Bulletin Board.

(4) Comprised of 100,000 shares issuable upon exercise of warrants.

* The registrant originally paid a registration fee of $6,276 based on
the registration of 2,675,520 shares of its common stock. But in this
Amendment No. 1, the registrant has reduced the number of shares
being registered, so calculation of the registration fee has been
adjusted to reflect this reduction.

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

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.

<PAGE> 3
JAGNOTES.COM INC.

CROSS REFERENCE SHEET
Between Items of Form SB-2 and Prospectus

<TABLE>
<CAPTION>
REGISTRATION STATEMENT ITEM AND HEADING PROSPECTUS CAPTION

<S> <C> <C>
1. Forepart of the Registration Statement and Outside Front Outside Front Cover Page
Cover Page of Prospectus

2. Inside Front and Outside Back Cover Pages of Prospectus Inside Front and Outside Back Cover
Pages

3. Summary Information and Risk Factors Prospectus Summary; Risk Factors

4. Use of Proceeds Not Applicable

5. Determination of Offering Price Not Applicable

6. Dilution Not Applicable

7. Selling Security Holders Selling Stockholders

8. Plan of Distribution Cover Page; Plan of Distribution

9. Legal Proceedings The Company

10. Directors, Executive Officers, Promoters and Control Management and Executive Compensation
Persons

11. Security Ownership of Certain Beneficial Owners and Security Ownership of Certain Beneficial
Management Owners and Management Principal
Stockholders

12. Description of Securities Description of Securities

13. Interest of Named Experts and Counsel Legal Matters; Experts

14. Disclosure of Commission Position on Indemnification for Management and Executive Compensation
Securities Act Liabilities

15. Organization Within Last 5 Years Not Applicable

16. Description of Business The Company
</TABLE>

iii

<PAGE> 4

<TABLE>
<CAPTION>
<S> <C> <C>
17. Management's Discussion and Analysis or Plan of Management's Discussion and Analysis of
Operations Financial Condition and Results of
Operations

18. Description of Property The Company

19. Certain Relationships and Related Transactions n/a

20. Market Price for Common Equity and Related Stockholder Market for Common Stock and Related
Matters Stockholder Matters

21. Executive Compensation Management and Executive Compensation

22. Financial Statements Financial Statements

23. Changes in and Disagreements with Accountants on Experts
Accounting and Financial Disclosure
</TABLE>

<PAGE> 5
JAGNOTES.COM INC
PROSPECTUS

2,405,520 Shares of Common Stock

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

These shares of common stock will be sold from time to time by the
selling stockholders listed on page 35. These stockholders previously purchased
the shares, or will purchase the shares upon exercise of options or warrants,
from the company in private transactions.

Our common stock is traded in the over the counter market and quoted
on the Nasdaq OTC Bulletin Board under the symbol "JNOT." The bid and asked
prices on September 15, 1999 were $6.00 and $6.50, respectively.

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

Brokers or dealers effecting transactions in these shares should
confirm that the shares are registered under applicable state law or that an
exemption from registration is available.

THESE SHARES HAVE NOT BEEN APPROVED BY THE SEC OR ANY STATE
SECURITIES COMMISSION NOR HAVE THESE ORGANIZATIONS DETERMINED THAT THIS
PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

THIS INVESTMENT IS HIGHLY SPECULATIVE AND INVOLVES A HIGH DEGREE OF
RISK. YOU SHOULD PURCHASE THESE SHARES ONLY IF YOU CAN AFFORD A COMPLETE LOSS.
SEE "RISK FACTORS" BEGINNING ON PAGE 6 FOR MORE INFORMATION.

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

September 30, 1999

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND IT MAY BE AMENDED IN THE
FUTURE. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED
WITH THE SEC, BUT THE SELLING STOCKHOLDERS MAY NOT SELL THESE SECURITIES UNTIL
THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO
SELL NOR IS IT SEEKING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE
OFFER OR SALE IS NOT PERMITTED.

<PAGE> 6
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
<S> <C>
Prospectus Summary 3
Risk Factors 6
Selected Financial Data 14
Management's Discussion and Analysis of Financial Condition and Results of Operation 15
Market For Common Stock and Related Stockholder Matters 19
The Company 20
Management and Executive Compensation 30
Security Ownership of Certain Beneficial Owners and Management 33
Selling Stockholders 35
Plan of Distribution 38
Description of Securities 39
Legal Matters 39
Experts 39
Other Information 40
Index to Financial Statements F-1
</TABLE>

<PAGE> 7
SUMMARY

This section highlights selected information only and may not contain
all of the information that may be important to you. Please read this entire
prospectus before making your investment decision. This summary, including the
summary financial information, is qualified in its entirety by the more detailed
information appearing elsewhere in this prospectus.

Throughout this prospectus, when we refer to "JagNotes" or when we
speak of ourselves generally, we are referring collectively to JagNotes.com Inc.
and its subsidiary unless the context indicates otherwise or as otherwise noted.

JagNotes(TM) is a trademark of JagNotes.com, Inc.

THE COMPANY

JagNotes is an Internet-based provider of financial and investment
information. At our web site, www.JagNotes.com, our subscribers can access
timely financial information, reports and commentary as well as "JagNotes," a
daily early-morning investment report that summarizes newly issued research,
analyst opinions, upgrades, downgrades and analyst coverage changes from various
investment banks and brokerage houses. While our target market in the past has
been primarily limited to institutional investors, we are now, through the
Internet, targeting retail subscribers in an effort to rapidly expand our
subscriber base. A detailed description of our business strategy is provided
under the heading "The Company" below.

Our address is 2421 Atlantic Avenue, Suite 103, Manasquan, New Jersey
08736 and our telephone number is (732) 292-1800.

<PAGE> 8
THE SELLING STOCKHOLDER OFFERING

These shares of common stock will be sold from time to time by the
selling stockholders listed on page 35. JagNotes will not receive any of the
proceeds from the sale of these shares.

<TABLE>
<CAPTION>
<S> <C>
- -----------------------------------------------------------------------------------------------
JagNotes.com Inc. common stock outstanding as of July
27, 1999(1) 13,976,290 shares
- -----------------------------------------------------------------------------------------------
Shares offered by the selling stockholders(2) 2,405,520 shares
- -----------------------------------------------------------------------------------------------
Risk Factors This offering involves a high
degree of risk. Please read
"Risk Factors" beginning
on page 6, and the rest of this
prospectus, before making your
investment decision.
- -----------------------------------------------------------------------------------------------
Nasdaq Symbol JNOT
- -----------------------------------------------------------------------------------------------
(1) Does not include 620,130 shares issuable upon the exercise of
outstanding options or warrants as of the date of this prospectus

(2) Includes 620,130 shares issuable upon exercise of options or warrants
held by the selling stockholders as of the date of this prospectus
- -----------------------------------------------------------------------------------------------
</TABLE>

<PAGE> 9
SUMMARY FINANCIAL DATA

The consolidated statement of operations data for the years ended
July 31, 1998 and 1997 and the consolidated balance sheet data as of July 31,
1998 have been derived from financial statements which have been audited by
Stephen R. Russo, CPA, independent certified public accountant, and included
elsewhere in this prospectus. The consolidated statement of operations data for
the nine months ended April 30, 1999 and 1998 and the consolidated balance sheet
dated as of April 30, 1999 have not been audited, but have been derived from
unaudited financial information prepared, in management's opinion, on the same
basis as the audited financial statements. In management's opinion, this
unaudited financial information includes all adjustments, consisting of normal
recurring adjustments, necessary to present such information fairly.

CONSOLIDATED STATEMENT OF OPERATIONS DATA

<TABLE>
<CAPTION>
Fiscal Year Ended July 31, Nine Months Ended April 30,
-------------------------------- ---------------------------------
1998 1997 1999 1998
(Unaudited)
<S> <C> <C> <C> <C>
Subscription Revenues $ 932,553 $ 952,385 $ 641,963 $ 738,294
Net Income (Loss) $ 2,649 $ (23,361) $ (41,618) $ (2,265)
Basic Net Earnings (Loss) per
Share $ -- $ (.01) $ (.01) $ --
Basic Weighted Average Common
Shares Outstanding 3,500,000 3,500,000 7,461,901 3,500,000
</TABLE>

CONSOLIDATED BALANCE SHEET DATA
<TABLE>
<CAPTION>
Fiscal Year Ended July 31, 1998 April 30, 1999
------------------------------- --------------
(Unaudited)

<S> <C> <C>
Total Assets $ 171,812 $8,299,329
Total Liabilities $ 280,418 $ 938,137
Stockholders' Equity (Deficiency) $ (108,606) $7,361,192
</TABLE>

<PAGE> 10
RISK FACTORS

An investment in these shares is highly speculative and involves a
high degree of risk. In this section of the prospectus we highlight certain
specific risks with respect to JagNotes, its business and the purchase of these
shares. These risk factors are not a complete list of all risks factors that may
affect JagNotes or its stock. Please carefully consider these risk factors and
the other information contained in this prospectus, before deciding to purchase
these shares.

WE ARE NEW TO THE RETAIL MARKETPLACE AND TO THE INTERNET

Until recently our business was limited to distributing reports by
fax to a limited number of institutional traders, brokers, investment managers
and the like. We did not launch our web site or begin to focus on expansion into
the public retail market until December 1998. Accordingly, there is a limited
operating history upon which to judge our current operations. In deciding
whether to purchase these shares, you should consider our prospects in light of
the risks, expenses, and difficulties frequently encountered by a small business
beginning operations in a highly competitive industry. We expect our operating
expenses to increase significantly as a result of our expansion of the business
and, since we have a limited operating history marketing our products and
services to the public over the Internet, we cannot assure you that our business
will be profitable or that we will ever generate sufficient revenues to meet our
expenses and support our anticipated activities. See "Business" and "Financial
Statements."

WE HAVE LOST, AND MAY CONTINUE TO LOSE, MONEY

As of approximately July 30, 1999, we had incurred losses to date of
approximately $224,000 and we expect to incur additional losses in 1999. In
addition, we expect to continue to incur significant operating expenses. As a
result, we will need to generate significant revenues to achieve profitability,
which may not occur. Even if we do achieve profitability, we may be unable to
sustain or increase profitability on a quarterly or annual basis in the future.
See "Selected Financial Data" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations."

WE ARE IN AN INTENSELY COMPETITIVE BUSINESS WITH LOW BARRIERS TO ENTRY

Providing financial information and analysis over the Internet is a
relatively new business, but it is already intensely competitive. An increasing
number of web-based financial information providers are competing for
subscribers, customers, advertisers, content providers, analysts, commentators
and staff, and we continue to face competition from traditional news and
information sources including television and print. We expect competition from
both sources to intensify and increase in the future.

Our largest competitors include:

- Online financial news and information providers including
TheStreet.com, MarketWatch.com and The Motley Fool

- Traditional media sources such as The Wall Street Journal,
Barrons, CNNfn, and CNBC, many or most of whom also have
an Internet presence

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

- Online brokerage firms such as E*Trade, Charles Schwab or
DLJ Direct

- Internet giants such as Yahoo, Go Network and America
Online

<PAGE> 11
Many of our current and potential competitors have greater name
recognition, financial, technical or marketing resources, and more extensive
customer bases than we do, all of which could be leveraged to gain market share
to our detriment.

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

WE MAY NOT BE ABLE TO GENERATE ENOUGH CASH TO SUPPORT OUR OPERATIONS

We may not be able to generate enough cash from our operations to
support our targeted level of operations. If our plans change, our assumptions
prove to be inaccurate or we are otherwise unable to generate sufficient
revenues, income or cash flows, we may require additional funds to maintain our
operations. In any case we will require more capital to achieve our business
objectives. If such funds are unavailable we may have to substantially curtail
operations or cease operations altogether. If we do require additional funds we
will have to seek additional equity or debt financing, bank loans, or other
financing to sustain our planned expansion and growth. Such financing may not be
available. Even if it is, it may be on terms that are materially adverse to your
interests with respect to dilution of book value, dividend preferences,
liquidation preferences, or other terms.

We do not have any current commitments for additional financing and
we cannot guarantee that we would be able to obtain additional financing if we
needed it. If our operations require additional financing and we are unable to
obtain it on reasonable terms, we could be forced to restructure, file
bankruptcy, sell assets or cease operations, any of which could put your
investment dollars at significant risk. See "Management's Discussion and
Analysis."

WE MAY NOT BE ABLE TO ADEQUATELY EXPAND OUR SUBSCRIBER BASE BECAUSE MANY OF OUR
COMPETITORS OFFER FREE FINANCIAL INFORMATION

We must expand our subscriber base to be successful. We have put
measures in place to expand our subscriber base and we will continue to do so,
but these measures may be ineffective at generating subscriptions, our
competitors may be more successful than we are in attracting customers, or the
number of Internet users seeking or willing to pay for financial information may
not increase or may decrease. Any of these would be to our detriment. Moreover,
many of our competitors offer financial information for free and could continue
to do so at an increasing rate. Our current and potential subscribers may be
unwilling to pay for our service if they feel they can receive comparable
information for free. If we cannot expand our subscriber base, we will have
little, if any, financial success. See "The Company - Our Business Strategy."

MANY OF OUR COMMENTATORS MAY HAVE COMPETING WEB SITES

Many of our commentators have their own web sites on which they
provide financial information. Specifically, Elaine Garzarelli; Dorsey, Wright &
Associates; Tom Taulli; Mark Leibovit; E*Offering and Mastrapasqua & Associates
all currently have competing web sites, with the latter four offering free
information. If current or potential future subscribers were to turn to these
sites for financial information in lieu of JagNotes.com, our business and
financial condition could be adversely affected.

<PAGE> 12
WE MAY NOT BE SUCCESSFUL AT BUILDING BRAND AWARENESS OR BUILDING STRATEGIC
RELATIONSHIPS

Our growth and success depends in part on our ability to build
awareness of the JagNotes.com name. The JagNotes.com name has only limited
recognition within the financial community and little if any recognition among
the general public. Our ability to build our subscriber base, offer new services
or otherwise expand the business will be limited if we cannot increase that
recognition. We cannot guarantee that we will be successful in doing so. See
"The Company - Our Business Strategy."

WE MAY EXPERIENCE DIFFICULTIES IN DEVELOPING NEW AND ENHANCED SERVICES AND
FEATURES FOR OUR WEB SITE

We believe that our Web site will be more attractive to subscribers
if we introduce additional or enhanced services in the future in order to retain
our current users and attract new users. For example, we are considering the
introduction of the following products and services in the future:

- a fixed income section that will provide commentary and
data on corporate and government bonds;

- additional specialized commentators, including those who
specialize in providing bear market perspectives and
identifying investment opportunities in turnaround
companies;

- an educational corner that will provide an ongoing series
of market-related seminars and training sessions intended
to improve the skills of investors and traders;

- web sites serving Europe, Latin America and Asia which
will be structured in a fashion similar to our U.S. site
but will offer content specific to the region; and

- technological enhancements to our web site such as the
greater use of audio to deliver information to investors
over the Internet.

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

We may also experience difficulties that could delay or prevent us
from introducing new services. Such difficulties may include the inability to
hire and retain qualified commentators and the lack of financing to expand our
overseas operations. We may also encounter technological problems in enhancing
our web site. Furthermore, these services may contain errors that are discovered
after the services are introduced. We may need to significantly modify the
design of these services on our Web site to correct these errors. Our business
could be adversely affected if we experience difficulties in introducing new
services or if these new services are not accepted by users.

WE MAY NOT SUCCESSFULLY ATTRACT OR MANAGE ACQUISITIONS AND STRATEGIC ALLIANCES

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

8
<PAGE> 13
WE MAY NOT BE ABLE TO SUCCESSFULLY ESTABLISH A FOREIGN MARKET

As part of our growth strategy we are actively pursuing expansion
into European, Latin American, Asian and other foreign markets, but we have
little or no experience in such markets. Although we anticipate commencing
operations in Europe by the end of 1999 and in Latin America soon after that, we
cannot guarantee that we will be able to successfully implement our foreign
growth strategy or that we can otherwise successfully expand into foreign
markets.

WE MAY NOT BE ABLE TO SUCCESSFULLY MANAGE OUR GROWTH

Our business strategy requires us to rapidly grow our business. We
may not be able to do so, however, and if we do, that growth will put a strain
on our financial, managerial, technical and operational resources. Growth on
this scale will demand that we rapidly and successfully expand our staff and
operations and will require a high level of managerial skill. We have little
experience in managing this sort of expansion. If we fail to successfully do so,
our business and your investment will likely suffer.

WE MAY NOT BE ABLE TO ADEQUATELY PROTECT OUR INTELLECTUAL PROPERTY RIGHTS

We have certain intellectual property rights including, among others:

- The JagNotes name;

- Subscriber lists and related information;

- Content and information provider lists and related
information;

- Proprietary web site content; and

- Licensed commentators' content.

To protect our rights to our intellectual property, we rely on a
combination of trademark and copyright law, trade secret protection,
confidentiality agreements and other contractual arrangements with our
employees, affiliates, clients, strategic partners and others. The protective
steps we have taken may be inadequate to deter misappropriation of our
proprietary information. We may be unable to detect the unauthorized use of, or
take appropriate steps to enforce, our intellectual property rights. Effective
trademark, copyright and trade secret protection may not be available in every
country in which we offer or intend to offer our services. Failure to adequately
protect our intellectual property could harm our brand, devalue our proprietary
content and affect our ability to compete effectively. Further, defending our
intellectual property rights could result in the expenditure of significant
financial and managerial resources, which could materially adversely affect our
business, results of operations and financial condition.

WE MAY HAVE TO DEFEND AGAINST INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS AND
LIBEL AND DEFAMATION CLAIMS, WHICH MAY CAUSE SIGNIFICANT OPERATIONAL
EXPENDITURES

Parties may assert claims against us that we have violated a patent
or infringed a copyright, trademark or other proprietary right belonging to
them. Parties could also bring libel, defamation or similar claims based on the
content published on our web site. Much of the content on our web site comes
from third parties, so to protect ourselves against such claims, our license
agreements with third party content providers generally require that the content
providers defend, indemnify and hold us harmless with respect to any claim by a
third party that the licensed content they have provided infringes on any
proprietary right. Agreements with our commentators generally require them to
defend, indemnify and hold us harmless with respect to any third party claim for
libel or defamation in connection with our commentators' work product. However,
we cannot assure you that these measures will be adequate to protect us from
such claims. Any such claims, whether meritorious or not, could result in the

9
<PAGE> 14

expenditure of significant financial and managerial resources on our part, which
could materially adversely affect our business, results of operations and
financial condition.

FAILURE TO MAINTAIN OUR REPUTATION FOR TRUSTWORTHINESS MAY REDUCE THE NUMBER OF
OUR READERS, WHICH MAY HARM OUR BUSINESS

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

WE DEPEND ON KEY PEOPLE IN MANAGEMENT AND OPERATIONS

We depend on our president's and other key employee's contacts within
the professional financial community for certain information that we provide to
our subscribers. Accordingly, our success will be largely dependent on our
ability to retain our president and other existing executive officers. We have
not entered into written or formal employment agreements with any of these
people, nor do we have key person life insurance policies on any of our key
personnel. Furthermore, our business strategy calls for rapid growth of the
business. We need to attract and retain additional qualified managers, officers
and other key personnel in the future in order to successfully manage this
planned growth. We cannot guarantee that we will be able to do so. If we lose
the services of any of our key personnel or are unable to attract, hire, train
and retain qualified officers, managers and operating, marketing and financial
personnel, our business, and your investment, could be adversely affected. See
"Business" and "Management."

WE MAY NOT BE ABLE TO ATTRACT AND RETAIN ANALYSTS AND COMMENTATORS

Our success will in large part depend on our ability to attract and
retain the services of top analysts and commentators. Competition for these
professionals is intense and we expect it to become more so. As of the date of
this prospectus, we have contracts with the following analysts and commentators:
Dan Dorfman; Elaine Garzarelli; Mastrapasqua & Associates, Inc.; Vince Boening;
Seth Tobias; Ralph Bloch; Tom Taulli; Dorsey, Wright & Associates, Inc.; Mark
Leibovit; L. Douglas Lee; E*Offering Corp.; Kate Bohner; Stephen Langan;
Douglass A. Kass and Dane C. Andreef, and we intend to enter into similar
agreements with additional commentators in the future. Typically, these
contracts run for one year and are renewable at our option for an additional one
year term. None of our commentator contracts run for less than one or more than
two years. We cannot guarantee that we will be able to maintain and/or renew
these contracts, nor can we guarantee that we will be able to attract additional
or replacement commentators and analysts now or in the future. If we are unable
to do so, our business could suffer.

WE MAY FACE DIFFICULTIES CONCERNING CONTINUED AVAILABILITY OF OUR SOURCES OF
INFORMATION FOR CERTAIN PRODUCTS

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

10
<PAGE> 15
WE MAY SUFFER CASH FLOW SHORTAGES AS WE TRANSITION TO INTERNET-BASED
SUBSCRIPTIONS

Our current institutional and retail subscribers pay a higher
subscription rate than our retail Internet subscribers will pay. We expect our
current retail subscribers to convert to the cheaper Internet-based pricing
structure, which could result in a reduction in short term revenues. It is also
possible that a portion of our institutional subscriber base will attempt to
discontinue service under their current fee structure and re-subscribe at the
lower Internet retail rate, which also could result in a reduction in revenues.

SYSTEM SLOWDOWNS OR FAILURES COULD HURT OUR BUSINESS

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

WE MAY NOT BE ABLE TO ADEQUATELY PROTECT OURSELVES AGAINST SECURITY RISKS

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

OUR BUSINESS IS DEPENDENT ON THE CONTINUED PUBLIC INTEREST IN THE STOCK MARKET

The recent success of the stock market has generated unprecedented
public interest in the stock market and investing. Our success as retail
financial information providers depends upon the continued maintenance or growth
of this interest. A number of factors that are out of our control could lead to
a depressed stock market which would likely decrease the public's interest in
investment and financial information. If this were to happen, it is likely that
we would lose a significant percentage of our then current and potential
subscriber base.

OUR BUSINESS COULD BE ADVERSELY AFFECTED BY THE YEAR 2000 PROBLEMS OF OTHER
PARTIES

We believe that we are Year 2000 compliant (see the "Year 2000
Readiness Disclosure" on page 18). Nevertheless, we cannot guarantee that our
subscribers, potential subscribers, advertisers, vendors and others on whom we
depend to successfully operate our business are Year 2000 compliant. If any of
these parties, including a significant number of our subscribers, suffer
disruptions or difficulties as a result of the Year 2000 problem, our business
could be adversely affected in the short or long term.

A LARGE PERCENTAGE OF OUR STOCK IS OWNED BY RELATIVELY FEW PEOPLE, INCLUDING
OFFICERS AND DIRECTORS

As of the date of this prospectus, our officers and directors
beneficially owned or controlled a total of 3,087,500 shares, or approximately
22% of our outstanding common stock. See "Security Ownership of Certain
Beneficial Ownership and Management." If you purchase shares covered by this
prospectus, you may be subject to

11
<PAGE> 16

certain risks due to the concentrated ownership of our common stock. For
example, these stockholders could, if they were to act together, affect the
outcome of other stockholder votes which could, among other things, affect
elections of directors, delay or prevent a change in control or other
transaction that might be beneficial to you as a stockholder.

A LARGE NUMBER OF OUR SHARES ARE ELIGIBLE FOR FUTURE SALE

We had 13,976,290 shares of common stock outstanding on July 27,
1999. Of these, approximately 5,804,650 are freely tradeable and approximately
8,171,640 shares (including 1,785,390 of the shares covered by this prospectus)
are "restricted securities" under Rule 144 of the Securities Act of 1933. An
additional 890,130 shares underlying options and warrants (620,130 of which are
covered by this prospectus) will be restricted securities if and when they are
issued. Restricted securities may be sold only if they are registered under the
Securities Act or if an exemption from the registration requirements of the
Securities Act is available. Generally, shareholders may sell restricted
securities without registration after having held them for one year and subject
to certain volume limitations.

Approximately 3,500,000 of the currently outstanding restricted
securities may be eligible for resale on or after March, 2000 and approximately
1,665,390 currently outstanding restricted securities may be eligible for resale
on or after April and May 2000. Up to 890,130 shares underlying options and
warrants will be eligible for resale from time to time following their issuance
and expiration of the one year holding period described above. If these shares
are sold by our current or future shareholders, the market price for our stock
could decrease. Furthermore, the mere prospect of such sales may have a
depressive effect on the market price of our stock.

THE MARKET FOR OUR STOCK IS LIMITED

Our stock is traded on the Nasdaq OTC Bulletin Board, but there was
only very limited and sporadic trading activity prior to March 26, 1999. Trading
activity since that time has fluctuated and at times been limited. We cannot
guarantee that a consistently active trading market for our stock will develop
at any time in the future, especially while we remain on the OTC Bulletin Board.
See "Market for Common Stock and Related Stockholder Matters.

OUR STOCK - AND TECHNOLOGY AND INTERNET STOCKS GENERALLY - HAVE BEEN AND MAY
CONTINUE TO BE VOLATILE

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

NOTE REGARDING FORWARD LOOKING STATEMENTS

<PAGE> 17

Some of the statements in this prospectus are forward-looking
statements within the meaning of the federal securities laws. Generally
forward-looking statements can be identified by the use of terms like "may,"
"will," "expect," "anticipate," "plan," "hope" and similar words, although this
is not a complete list and some forward- looking statements may be expressed
differently. Our discussions relating to the Year 2000 problem, our business
strategy, our competition, and the future of the Internet, among others, contain
such statements. Our actual results may differ materially from those contained
in our forward-looking statements for a variety of reasons including those
expressly set forth under "Risk Factors" or as otherwise detailed from time to
time in our filings with the SEC.

<PAGE> 18

SELECTED FINANCIAL DATA

The consolidated statement of operations data for the years ended
July 31, 1998 and 1997 and the consolidated balance sheet data as of July 31,
1998 have been derived from JagNotes' financial statements which have been
audited by Stephen R. Russo, CPA, independent certified public accountant, and
included herein. The unaudited consolidated statement of operations data for the
nine months ended April 30, 1999 and 1998 and the unaudited consolidated balance
sheet dated as of April 30, 1999 have been derived from unaudited financial
information prepared, in management's opinion, on the same basis as the audited
financial statements. In management's opinion, this unaudited financial
information includes all adjustments, consisting of normal recurring
adjustments, necessary to present such information fairly.

CONSOLIDATED STATEMENT OF OPERATIONS DATA
<TABLE>
<CAPTION>
Fiscal Year Ended July 31, Nine Months Ended April 30,
-------------------------------- ---------------------------------
1998 1997 1999 1998
(Unaudited)
<S> <C> <C> <C> <C>
Subscription Revenues $ 932,553 $ 952,385 $ 641,963 $ 738,294
Cost of Revenues $ 112,362 $ 151,629 $ 107,881 $ 87,073
Operating Expenses $ 782,692 $ 791,487 $ 574,862 $ 651,221
Net Income (Loss) $ 2,649 $ (23,361) $ (41,618) $ (2,265)
Basic Earnings (Loss) per Share $ -- $ (.01) $ (.01) $ --
Basic Weighted Average Common
Shares Outstanding 3,500,000 3,500,000 7,461,901 3,500,000
</TABLE>

CONSOLIDATED BALANCE SHEET DATA
<TABLE>
<CAPTION>

Fiscal Year Ended July 31, 1998 April 30, 1999
------------------------------- --------------
(Unaudited)
<S> <C> <C>
Total Assets $ 171,812 $8,299,329
Total Liabilities $ 280,418 $ 938,137
Stockholders' Equity (Deficiency) $ (108,606) $7,361,192
</TABLE>

<PAGE> 19
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATION

The following discussion should be read in conjunction with the
consolidated financial statements and the notes to those statements that appear
elsewhere in this prospectus. The following discussion contains forward- looking
statements that reflect our plans, estimates and beliefs. Our actual results
could differ materially from those discussed in the forward-looking statements.
Factors that could cause or contribute to such differences include, but are not
limited to, those discussed below and elsewhere in this prospectus, particularly
in " Risk Factors".

RESULTS OF OPERATIONS

NINE MONTHS ENDED APRIL 30, 1999 AS COMPARED TO THE NINE MONTHS ENDED
APRIL 30, 1998

Subscription Revenues:

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 leading
financial institutions that, prior to May 1999, was faxed to a limited audience
of financial professionals at an average monthly charge of $150. During the nine
months ended April 30, 1999, we were in the process of completing the
development of our Web site and changing our focus to also include the retail
investor. As a result of this change in focus, our revenues showed a temporary
decline for the nine months ended April 30, 1999 of approximately $96,000 or
approximately 70 subscribers to approximately $642,000 or approximately 460
subscribers from approximately $738,000 or approximately 530 subscribers for the
nine months ended April 30, 1998. In periods subsequent to April 30, 1999, our
revenues and subscribers should increase by the introduction of retail
subscriptions to our web site. Such subscriptions will initially cost $9.95 per
month or $99.95 per year.

Cost of Revenues:

Cost of revenues includes the cost to transmit the product over the
telephone and fax lines, as well as the on-line service charges for the our web
site. During the nine months ended April 30, 1999, the cost of revenues
increased by approximately $21,000 to approximately $108,000 from approximately
$87,000 for the nine months ended April 30, 1998. The primary cause of this
increase is the introduction of the on-line services during the nine months
ended April 30, 1999, which amounted to approximately $14,000 of this increase.
The balance of the increase is attributable to an overall increase in the number
of telephone and fax lines in anticipation of our growth during the nine months
ended April 30, 1999 as compared to the nine months ended April 30, 1998.
Commencing in March 1999, we began in earnest to attract commentators to write
articles for our web site. Therefore, in periods subsequent to April 30, 1999,
the cost of revenues will increase dramatically as a result of recent consulting
agreements that the we have entered into. In addition, we anticipate that the
cost of revenues will continue to increase as we attempt to hire additional
commentators in order to attract new subscribers.

During the nine months ended April 30, 1999, we entered into an
agreement with a commentator that expires on March 31, 2000 to write a daily
financial news report for our web site. As of April 30, 1999, we had advanced to
the commentator $210,000 of the total $360,000 that will be paid for these
services. At April 30, 1999, $180,000 of this amount is included in prepaid
expenses in our April 30, 1999 Balance Sheet.

From May 1, 1999 through July 26, 1999, we entered into consulting
agreements with another nine commentators. Each agreement has an initial term of
one year and is renewable at our option for another year. The aggregate
consideration we paid in connection with the consulting agreements consisted of
cash payments of $300,000, the issuance of 20,000 shares of our common stock and
the issuance of options to purchase 235,000 shares of our common Stock at $2.00
per share that expire at various dates through July 2009. To the extent that

15
<PAGE> 20

these options were granted at below market value, we will incur a non-cash
charge to compensation expense and a corresponding increase to additional
paid-in capital.

Selling Expenses:

Selling expenses consist primarily of advertising and other costs
incurred in order to promote our business. During the nine months ended April
30, 1999, our selling expense increased by approximately $40,000 to
approximately $79,000 from $39,000 for the nine months ended April 30, 1998. The
primary reason for this increase is attributable to an increased amount of
travel expenses incurred in promoting our new focus and web page.

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 by
approximately $90,000 during the nine months ended April 30, 1999 to
approximately $496,000 from approximately $587,000 for the nine months ended
April 30, 1998. The primary reason for this decrease is attributable to (1) A
reduction in the amount contributed to our profit sharing plan to zero for the
nine months ending April 30, 1999 compared to $92,000 for the same period ending
April 30, 1998, and (2) A reduction in the amount of executive compensation paid
to certain officers during the nine months ending April 30, 1999 of
approximately $50,000 compared to the amount paid during the same period ending
April 30, 1998. The decrease was offset somewhat by an increase of approximately
$44,000 for fees incurred by various consultants and other non-employees who
provided services to us. The other items that make up the general and
administrative expenses were fairly consistent between the periods being
presented.

Operating Income (loss):

As a result of the above, we incurred an operating loss of
approximately $41,000 for the nine months ended April 30, 1999, as compared to a
profit of approximately $26,000 for the nine months ended April 30, 1998.

YEAR ENDED JULY 31, 1998 AS COMPARED TO YEAR ENDED JULY 31, 1997

Subscription Revenues:

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 recently when we introduced our web
site, we only targeted a limited audience of financial professionals for its
subscriptions that accounted for revenues approximating the same levels for both
fiscal years ending July 31, 1998 (approximately $933,000 or 505 subscribers)
and 1997 (approximately $952,000 or 515 subscribers). For both periods
approximately 70% of the subscriptions were on the quarterly basis.

Cost of Revenues:

Cost of revenues includes fees paid to outside contributors and the
cost to transmit the product over the telephone and fax lines. Cost of revenues
decreased by approximately $39,000 from approximately $151,000 for the year
ended July 31, 1997 to approximately $112,000 for the year ended July 31, 1998.
The decrease is mainly attributable to our paying on an one time basis an
outside contributor approximately $17,000 of fees during the year ended July 31,
1997 and none during the year ended July 31, 1998. The balance of the decrease
is attributable to a reduction in telephone and fax charges.

<PAGE> 21
Selling Expenses:

Selling expenses consist primarily of advertising and promotion
expenses. During the year ended July 31, 1998, selling expenses decreased by
approximately $17,000 from approximately $55,000 for the comparable period
ending July 31, 1997 to approximately $38,000. This decrease was associated with
a general reduction in corporate spending in this area as we focused on
developing our web site.

General And Administrative Expenses:

Operating Income:

As a result of our reducing operating costs as discussed above, we
were able to increase our income from operations from approximately $9,000 for
the year ended July 31, 1997 to approximately $37,000 for the year ended July
31, 1998.

LIQUIDITY AND CAPITAL RESOURCES

From inception through April 1999, we funded our operations through
capital invested by our founders. During March and April 1999, we raised
approximately $7,500,000, net of approximately $760,000 in fees, through two
private placements. The first private placement resulted in the sale of
4,990,000 shares of common stock which raised $940,000. The second private
placement resulted in the sale of 555,130 units at $13.20 per unit with each
unit consisting of three shares of common stock and one common stock warrant.
The common stock warrant entitles the holder to purchase within two years of
issuance one share of common stock for $14 per share. This private placement
raised approximately $6,565,000. As of April 30, 1999, we had working capital of
approximately $7,328,000.

Cash provided by operations was approximately $400,000 for the nine
months ended April 30, 1999 as compared to approximately $25,000 for the nine
months ended April 30, 1998. Significant components of this increase is the
accrual of fees incurred in completing the private placements which were not
paid until after April 30, 1999.

Cash provided by financing operations was approximately $7,500,000
for the nine months ended April 30, 1999 as compared to none in the nine months
ended April 30, 1998. The approximate $7,500,000 was the net proceeds from the
private placements which were completed during March and April 1999.

Our operations did not generate any significant amount of cash during
either the year ended July 31, 1998 or 1997.

We believes that the net proceeds from the aforementioned offerings,
together with our current cash, will be sufficient to meet our anticipated needs
for working capital and capital expenditures for at least the next twelve
months. We currently anticipate that our capital expenditures will approximate
on a short term basis $175,000 in order to complete our web site. Thereafter, if
the cash generated from operations is not sufficient to fund our liquidity
requirements or planned growth, we may need to raise additional funds through
public or private financing, strategic relationships or other arrangements.
There can be no assurance that such additional funding or strategic

<PAGE> 22

alliances, if needed, will be available on terms attractive to us or at all. The
failure to raise capital when needed could materially adversely affect our
business, results of operations and financial condition.

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.

YEAR 2000 READINESS DISCLOSURE

We are in the process of implementing and executing a Year 2000
assessment with the objective of having all of our significant business systems
functioning properly with respect to the Year 2000 issue before January 1, 2000.
This process includes (1) evaluating our information technology's time and date
dependent code (2) obtaining assurances or warranties from third-party vendors
and licensors of material hardware, software and services that are related to
the delivery of our service and (3) evaluating the need for, and preparing and
implementation if required, of a contingency plan.

To date, our assessment has determined that our material internally
developed software and systems are Year 2000 compliant and our material
hardware, software and service vendors have informed us that the products used
are compliant. All material commercial software on which we depend is either
year 2000 compliant or will be updated to be compliant in the normal course of
business.

We are not currently aware of any operational issues or costs
associated with preparing our systems for the Year 2000. None the less we may
experience material unexpected costs caused by undetected errors or defects in
the technology used in our systems or because of the failure of a material
vendor to be Year 2000 compliant.

Notwithstanding our Year 2000 compliance efforts, the failure of a
material system or vendor, or the Internet generally, to be Year 2000 compliant
could harm the operation of our systems or prevent or delay the delivery of our
service being offered, or produce other unforeseen material adverse
consequences.

We are also subject to external Year 2000-related failures or
disruptions that might generally affect industry and commerce, such as utility
or transportation company Year 2000 compliance failures and related service
interruptions. All of these factors could materially effect our business,
results of operations and financial condition.

We are in the process of developing a contingency plan to address
situations that may result if we are unable to achieve Year 2000 compliance. The
cost of developing and implementing such a plan, if necessary, is expected to be
completed by the Fall of 1999 and its cost is not expected to be material.

<PAGE> 23

MARKET FOR COMMON STOCK AND RELATED STOCKHOLDER MATTERS

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

The following table reflects quarterly high and low bid prices of
JagNotes' common stock for the last calendar year as reported by the OTC
Bulletin Board. The average daily trading volume during this period was
approximately 106,170 shares, with a high daily volume of 1,335,700 shares and a
low of 3,300 shares. Such prices are inter-dealer quotations without retail
mark-ups, mark-downs or commissions, and may not represent actual transactions.

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
High Low
- --------------------------------------------------------------------------------
1999
- --------------------------------------------------------------------------------
<S> <C> <C>
First Quarter* $17.375 $12.75
- --------------------------------------------------------------------------------
Second Quarter** $15.875 $ 5.75
- --------------------------------------------------------------------------------
Third Quarter*** $10.187 $ 5.625
</TABLE>
- --------------------------------------------------------------------------------
* As described above, first quarter information is limited to the
period from March 26 through March 31, 999

** Second quarter information covers the period from April 1, 1999
through June 30, 1999.

*** Third quarter information covers the period from July 1, 1999 through
September 15, 1999.
- --------------------------------------------------------------------------------
As of September 15, 1999, there were approximately 178 stockholders
of record of the JagNotes' common stock. On September 15, 1999, the closing bid
price for the JagNotes' common stock was $6.00.

JagNotes has never paid any cash dividends on its common stock and
anticipates that, for the foreseeable future, no cash dividends will be paid on
its common stock. Payment of future cash dividends will be determined by our
Board of Directors based upon conditions then existing, including our financial
condition, capital requirements, cash flow, profitability, business outlook and
other factors. In addition, our future credit arrangements may restrict the
payment of dividends.

<PAGE> 24
THE COMPANY

OUR BUSINESS GENERALLY

We have been providing financial and investment information within
the investment community since 1989. In May 1999, we began offering our services
to the general public for the first time through our web site. At
www.JagNotes.com, our subscribers access timely financial data and reports and
commentary from the financial community.

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

Until recently, we targeted only a limited audience of financial
professionals and we did not engage in organized sales and marketing efforts. As
discussed in more detail below, in 1999 we decided to change our focus by
expanding onto the Internet and targeting retail subscribers with the hope of
rapidly expanding our subscriber base and our business.

We derive our revenues primarily from the sale of subscriptions to
our web site. To build brand awareness, we intend to promote our web site by
engaging in the following types of marketing efforts:

- Traditional media marketing, including advertisements in
newspapers and on television and radio;

- Internet marketing, including banner advertising and
promotional arrangements with other leading brand
marketers and media companies;

- Infomercials for our various product offerings; and

- Strategic alliances with high-traffic Internet portals,
including content syndication and revenue- sharing
arrangements.

We believe that the increased brand awareness that will result from
these marketing efforts will help us attract additional Internet traffic,
subscribers, strategic partners, advertisers and talented employees.

OUR INDUSTRY GENERALLY

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

It was recently estimated that 25% of retail stock trades in the U.S.
are executed on the Internet while an estimated 760 U.S. households per hour are
accessing the Internet for the first time.(1) An even more recent report by
Credit Suisse First Boston Corp. indicated that online trading of securities
grew 47.3% during the first quarter of 1999, the industry's single highest
sequential growth rate in history. The use of the Internet to research
securities may even exceed its use for trading. The latest U.S. Trust Survey of
Affluent Americans has concluded that while

- ------------------------
(1) Win Treese, The Internet Index, February 28, 1999 at
www.openmarket.com/intindex/99-02.htm.

20
<PAGE> 25
one-third of the most affluent 1% of Americans trade online, two-thirds of them
use computers to research investments, exceeding the percent that uses the
Internet for shopping or travel planning.

OUR PRODUCTS

We offer our subscribers certain investor information products that
we believe make our web site attractive to active investors. These products fall
into three categories:

- Commentaries from experienced, respected and high profile
journalists, money managers, analysts and other Wall
Street professionals.

- The delivery of breaking news and potentially market
moving information.

- Select financial data targeted at the active investor and
trader.

Commentaries

The commentaries on our web site are provided by experienced,
respected and high profile journalists, money managers, analysts and other Wall
Street professionals who provide commentary ranging from technical analysis of
individual stocks to analysis of broader market and economic matters. We believe
that these commentaries will provide our subscribers with the type of insights
into financial matters that previously were available only to institutional
investors and traders or high net-worth individuals. We select our commentators
so as to offer our subscribers a broad range of analysis to appeal to their
broad range of investment and trading styles. The topics of these commentaries
vary daily. Although we have no set criteria for choosing our commentators, we
look to hire individuals who:

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

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

- have the ability to attract and retain subscribers for our
web site.

Several of our commentators provide similar services to investors
either through their own web sites or through web sites, television programs,
newspapers and magazines owned and operated by other companies.

As of the date of this prospectus, the following commentators provide
technical analysis and commentary for our web site:

Elaine Garzarelli - Ms. Garzarelli has been engaged in quantitative
analysis of the stock market for over twenty years. Her education and training
is in economics and statistics and she holds a doctorate from Drexel University.
Ms Garzarelli uses her proprietary "Sector Analysis" methodology to predict
industry earnings and general market movements. Ms. Garzarelli is presently the
president of Garzarelli Capital, Inc. and Garzarelli.com and she also manages
money through her Chicago-based firm, Garzarelli Investment Management. Ms
Garzarelli is also a frequent guest on ABC Good Morning America, CNBC, The
Nightly Business Report, CNN's MoneyLine, and Fox Business News.

Ms. Garzarelli provides reports, based on her quantitative analysis,
each Friday.

21
<PAGE> 26

Seth Tobias - During his thirteen years of Wall Street experience,
Mr. Tobias has worked on both the buy and sell side. Since January, 1996, Mr.
Tobias has managed the Circle T Partners family of hedge funds. Preceding the
formation of Circle T Partners, Mr. Tobias held positions as a futures trader,
equity sales trader and assistant portfolio manager at JRO Associates.

Mr. Tobias provides his market reports on Monday-Thursday of each
week.

Ralph Bloch - Mr. Bloch has been involved in technical analysis of
the stock market for over forty years. He began his career at Merrill Lynch and
is presently Senior Vice President and Chief Market Analyst at Raymond James &
Associates, Inc. Mr. Bloch has lectured at the University of Florida, New York
University Graduate School and Fairleigh Dickinson University. Mr. Bloch is also
routinely quoted by prominent news organizations such as Reuters, the Dow Jones
Wire, U.S. News and World Report, The Wall Street Journal, Barron's, Investor's
Business Daily, and various foreign publications.

Mr. Bloch provides daily market recap reports.

Mastrapasqua & Associates - Mastrapasqua & Associates is an
independently owned money management firm located in Nashville, TN. The firm
manages approximately $650 million, which is equally divided between high net
worth individuals and institutions. The firm was started in 1993 with an
investment style focused on growth at reasonable prices. The two principals who
write the weekly reports for our site are:

Frank Mastrapasqua - Mr. Mastrapasqua began his career in the
academic world as faculty member at Northeastern University and at
the University of Houston where he was a department chair and
professor of finance. After serving as chief economist to American
General Capital Management, Faulkner, Dawkins and Sullivan and L.F.
Rothschild, Unterberg, Towbin, in 1981, he joined Smith Barney where
he was Senior Vice President, Chief Economist and Director of Fixed
Income Research. He subsequently joined J.C. Bradford & Co. in 1986
as Partner, Director of Research and Chief Investment Strategist.

Tad Trantum - Mr. Trantum, President and Co-Founder of Mastrapasqua &
Associates, worked as an analyst on Wall Street with H.C. Wainwright
& Co. and L.F. Rothschild, Unterberg, Towbin. He was appointed by
President Carter to serve as a Commissioner for the Interstate
Commerce Commission in 1979. He subsequently served as President and
CEO of a regional railroad, before becoming a Partner and Senior
Security Analyst with J.C. Bradford & Co. in 1987.

Mr. Mastrapasqua provides capital market reports and Mr. Trantum
provides a sector report, both on Monday each week.

Dorsey, Wright & Associates, Inc. - Dorsey, Wright & Associates is a
privately owned registered investment advisory firm that provides management of
equity portfolios for investors and investment research services on a worldwide
basis for institutions and broker-dealers.

Thomas J. Dorsey - Mr. Dorsey, the firm's president, founded Dorsey,
Wright & Associates in January 1987. He previously worked nine years
at Wheat, First Securities where he developed and managed their Risk
Management & Options Strategy department, before which he was an
account executive at Merrill, Lynch.

Mr. Dorsey conducts Risk Management seminars across the country on
behalf of the major stock exchanges in the United States for industry
professionals as well as individual investors. He has written
numerous articles on equity market and options analysis for such
publications as The Wall Street Journal, Barron's, Technical Analysis
of Stocks and Commodities Magazine, and Futures Magazine. He is also
the author of Point & Figure Charting, The Essential Application for
forecasting and tracking market prices as

22
<PAGE> 27
well as a member of the Philadelphia Stock Exchange Board of
Advisors.

Watson H. Wright - Mr. Wright, the firm's secretary and treasurer,
worked as an account executive at Wheat, First Securities, and its
Options Strategy department, where he became Vice President and
assistant Director, before leaving to help found Dorsey, Wright &
Associates.

Dorsey, Wright & Associates will provide several "Point and Figure"
charts, each of which sets forth technical information about a corporation and
its publicly traded securities, along with custom commentary each weekday.

Thomas Taulli - Mr. Taulli is an analyst with Edgar-Online and is the
author of the book "Investing in IPO's" (Bloomberg Press). Mr. Taulli has
written for numerous publications including, Forbes.com, Bloomberg Personal
Investor, MSN Investor, Gomez.com, CMP's TechWeb, ZDII and Registered
Representative. Mr. Taulli has also been quoted extensively in the Wall Street
Journal, USA Today, Los Angeles Times, Washington Post and Barron's and has
appeared on CNBC, Bloomberg TV and CNN.

Mr. Taulli will provide IPO reports on Tuesday and Thursday each
week.

Mark Leibovit - Since 1979 Mr. Leibovit has published his VRS
newsletter which provides information on short swing, high performance stock
trades and intra-day market timing based on his proprietary trading program. In
1999, Mr. Leibovit founded vrtrader.com which provides various products based
upon Mr. Leibovit's "Volume Reversal"(TM) methodology. In the mid 1970's, Mr.
Leibovit was a market maker on the Midwest Options Exchange and the Chicago
Board Options Exchange. Mr. Leibovit also served as an "Elf" on Louis Rukeyser's
"Wall Street Week" for seven years and has also been a frequent guest on PBS'
"The Nightly Business Report with Paul Kangas," CNBC, CNN, the Business News
Network and other radio and television programs.

Mr. Leibovit will provide market reports based on his "Volume
Reversal"(TM) methodology on Monday - Thursday, with updates of those reports
issued twice daily.

L. Douglas Lee - Mr. Lee is Chief Economist at Washington Analysis
Corporation, which he joined in 1984. Prior to assuming his present position, he
served as Chief U.S. Economist for HSBC Securities. Prior to that, he was also
Chief U.S. Economist for NatWest USA. From 1981-1983 Mr. Lee was a senior
economist at Data Resources Inc. and manager of their Defense Information
Service. Before that he served as senior economist and research director for the
Joint Economic Committee of Congress. Mr. Lee has published numerous articles,
is quoted frequently in national newspapers and magazines, and appears regularly
on CNBC, CNN, Nightly Business Report, and in other media.

Mr. Lee will provide daily early morning reports focusing on various
economic indicators and their potential effect on the market, various sectors
and industries and individual companies.

E*Offering - E*Offering is an online investment banking firm funded
in part by E*TRADE Group Inc. and Sandy Robertson, founder and former CEO of
Robertson Stephens & Co. It provides full-service investment research and
capital markets capabilities to institutional and individual investors.

E*Offering will provide market reports that will be authored, on a
rotating basis, by its team of analysts.

<PAGE> 28

Kate Bohner - Ms. Bohner is a former reporter for CNBC Business News,
where she covered high-profile personalities for the network Her "Power File"
segment on the daily CNBC show Power Lunch took a look at the comings and goings
of figures from the worlds of business, media, entertainment, fashion and
sports. Prior to working with CNBC, Ms. Bohner was an associate editor with
Forbes, where she wrote "The Informer" column and a correspondent for CNNfn,
where she contributed to the "Big Buzz" segment.

Ms. Bohner provides financial news reports and special feature
reports on Tuesday, Thursday and Friday of each week.

Stephen Langan - Mr. Langan is currently the Chief Market Strategist
at Donald & Co. Prior to joining Donald & Co., Mr. Langan held positions as a
specialist in major market index options and as a market maker. During this time
Mr. Langan began building his own stock trading system and in 1993 he started
"TrendWatch," a market advisory service whose customers included floor
specialists, market makers and high net worth individuals. Mr. Langan has
appeared on CNBC, CNNfn, Bloomberg Television and radio. He has also been quoted
in USA Today, Investors Business Daily, The New York Times and other
publications.

Mr. Langan will provide reports on short-term market volatility each
weekday.

Douglas A. Kass - Mr. Kass has been involved in the investment
business since 1972 and is currently the President of DAK Management
Corporation, which manages several investment partnerships. Prior to forming DAK
Management, Mr. Kass was Senior Portfolio Manager at Omega Advisors, a New
York-based investment partnership with over $3 billion in assets. Mr. Kass
co-authored "Citibank" with Ralph Nader and the Center for the Study of
Responsive Law. He has been quoted in the Wall Street Journal, Barron's, Forbes,
Business Week, USA Today and Investor's Business Daily and has appeared on CNBC,
Lou Dobb's Moneyline on CNN and on PBS' Nightly Business Report. Mr. Kass has
also been the subject of a cover story in Barron's and has authored several
articles for that publication.

Mr. Kass provides reports on Sunday of each week and will be a part
of a new feature of the site called "The Bear Cave," where Mr. Kass and other
commentators will express their market views from a short-side or "bear"
perspective.

Dane C. Andreef - Mr. Andreef is currently the General Partner and
Portfolio Manager of Andreef Equity, L.P., and the Managing Director and
Portfolio Manager of Andreef Overseas, LTD. Prior to establishing his own funds,
Mr. Andreef was an associate at Granite Capital International Group and prior to
that a telecommunications analyst at Furman Selz.

Mr. Andreef provides reports on investment opportunities in
turnaround companies on Sunday and Wednesday of each week.

Securities Law Compliance Policy

To ensure impartiality and prevent any conflict-of-interest or
appearance of conflict, our employees and our breaking news journalists, such as
Dan Dorfman and Kate Bohner, are not permitted to own individual stocks (though
they may, and most will, own equity in JagNotes) except in one case through a
blind account. Our outside commentators are not subject to this policy, but they
disclose to us their current positions in any of the stocks that they write
about or otherwise take steps to insure the integrity of their work.

Breaking News and Market Moving Information

To meet investors' demand for more timely and market moving
information we offer our subscribers three targeted products:

<PAGE> 29

Streetside with Dan Dorfman - For more than 30 years Dan Dorfman has
covered Wall Street in print and on television. His credentials include
reportage for CNN, CNBC, the Wall Street Journal, USA Today, Esquire and New
York and Money magazines.

Mr. Dorfman's column appears each weekday at 1:00 p.m.

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.
Each morning we gather this information, then compile and release it in a
concise, easy to read format before the markets open. We believe that this
early, convenient access to potentially market moving information gives our
subscribers access to some of the information traditionally available when the
market opens to institutional investors, professional traders and high net worth
individuals.

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

The Rumor Room is available to our subscribers and updated throughout
the day.

Select Financial Data

To complement our other investor information products, we also
provide our subscribers with access to various financial data that we believe is
attractive to the active investor. This data is housed in an area of the site we
refer to as the "Trading Center." It includes information such as Quotes, Splits
& Dividends, OTC Short Interest, Charting, Insider Buying & Selling and other
similar publically available data that is typically useful to the active
investor or trader.

SUBSCRIPTIONS

Most of the content on our web site is accessible only to paid
subscribers. Subscriptions are offered at the rate of $9.95 per month, or $99.95
per year. We have offered free trial subscriptions at times in the past and may
do so in the future.

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

The content of our web site contains all of the information provided
in the faxed reports as well as the commentaries described above and other
product offerings which do not appear in our faxed reports. Unlike the daily
investment report, the information contained on our web site is updated up to
three times throughout each weekday. The various commentaries are updated
pursuant to a schedule set forth on our web site.

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

<PAGE> 30

ADVERTISING REVENUE

While we expect the primary source of our revenue to be
subscriptions, we may supplement this with advertising and sponsorship-based
revenue. Since we have not yet implemented the marketing plan described below,
we have also elected not to begin selling advertising and sponsorship on the
site. We have, therefore, not realized any advertising revenue. When we
implement our marketing plan, we intend to aggressively pursue advertisers and
sponsors for the site. Financial service companies which have an Internet
presence will initially be the primary target of our advertising and sponsorship
effort.

OUR BUSINESS STRATEGY

Our goal is to position JagNotes as a leading Internet-based
worldwide financial research and information provider. In time, we hope that
JagNotes will become a primary financial information resource for institutional
investors and the general public alike.

The success of our business depends on our ability to expand our
subscriber base. We plan to continue to service and grow the institutional
segment of our business, but we recognize that retail subscribers represent our
largest potential market and are the key to our development.

We will use an integrated marketing model to attract new subscribers
and will, employ a mix of communications media. Our goal is to increase name
awareness in the retail market and increase visits by potential subscribers with
a view to ultimately generating new subscribers. Specific avenues we are
exploring to attract new subscribers include:

- Expanding on and improving web site content (see below)

- Web-based marketing and promotions including targeted
banner advertisements on search engines, web portals and
financial web sites

- Offering free trial subscriptions

- Traditional media marketing and public relations

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

- Co-promoting services through financial institutions,
particularly those who currently subscribe to JagNotes

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

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

Additional facets of our business strategy include:

Web Site Development. Our goal is to develop www.JagNotes.com into a
comprehensive source for financial information and analysis which is
the primary source of such information and analysis for our
subscribers. In addition to the existing content, we plan to continue
to improve and expand the features of our site to provide greater
value to our subscribers. Additional features we plan to offer
include:

- A fixed income section that will provide commentary and
data on corporate and government bonds

- Additional specialized commentators, including those who
specialize in providing "bear" market perspectives and
identifying investment opportunities in "turnaround"
companies

<PAGE> 31

- An educational corner that will provide an ongoing series
of market-related seminars and training sessions intended
to improve the skills of investors and traders

Build Brand Awareness. We believe that we can leverage the strength
of the JagNotes name to gain access into new markets and revenue
sources by increasing our name recognition in the financial community
while creating and expanding name recognition among the general
public.

Leverage the Reputation of our Commentators. Because most of our
commentators are high profile individuals in the financial world, we
plan to use their association with JagNotes as a marketing tool. Many
of our commentators are frequent guests on television and radio
financial programs and we expect that this exposure should further
enhance the reputation of our commentators and our site.

Develop New Geographic Markets. Our Internet presence allows us to
access investors and financial information seekers worldwide. To take
advantage of the unlimited reach of the Internet, we plan to
establish web sites serving three key geographic regions:

- Europe
- Latin America
- Asia

These regional web sites will be structured in a fashion similar to
our U.S. site, but will offer content specific to the region. These
sites will focus on:

- Commentaries from experienced, respected and high profile
journalists, money managers, analysts and other financial
professionals from the region.

- The delivery of breaking news and potentially market
moving information from the region.

- Select financial data from local markets targeted at the
active investor and trader.

- Educational content intended to make regional subscribers
better informed about various investment matters.

All of our subscribers will have access to our U.S. and regional
sites. We have not yet determined the subscription rates for our
regional sites but we anticipate that these subscription rates will
be in line with the rate presently being charge charged through our
U.S. site, but the amount and method of compensation may vary from
market to market. Educational content will be a particularly
important component of our regional sites because online investing
has not yet penetrated these regional markets to the extent it has in
the U.S.

In July 1999 we established JagNotes-Euro.com, Ltd., which has been
incorporated in England as a wholly owned subsidiary of JagNotes.com
Inc. We anticipate commencing the European operations of JagNotes-
Euro.com by the end of 1999. We have retained a public relations firm
to promote JagNotes-Euro.com to overseas investors and are in the
process of interviewing potential Managing Director candidates.
Following our entrance into the European market, we intend to
establish an office in Latin America by the end of the 1999 and
eventually to commence operations in Asia during the year 2000. Our
estimated costs for establishing our international sites is
approximately $4 million.

Pursue acquisitions and/or strategic alliances. We believe that we
can effectively grow our business by pursuing strategic acquisitions,
affiliations, partnerships, joint ventures or other relationships
with strategic partners. We are currently pursuing alliances with
investment firms, online brokerage houses, market news

<PAGE> 32

providers, web portals and cable television networks in an effort to
obtain additional content, expand our name recognition and increase
our subscriber base.

We have agreed to purchase, subject to an acceptable due diligence
review, a 7% interest in the company which owns the vrtrader.com web
site. Mark Leibovit, who is one of our commentators, owns this
company. The vrtrader.com web site provides technical market
information. As of the date of this prospectus, we do not have any
other current agreements or negotiations under way.

We believe that we currently have sufficient funds to implement our
business strategy for at least the next twelve months. Thereafter, if the cash
generated from operations is not sufficient to fund our liquidity requirements
or planned growth, we may need to raise additional funds through public or
private financing, strategic relationships or other arrangements. There can be
no assurances that we will be able to do.

Note: These are our strategies, goals and targets. We believe in
them, but we cannot guarantee that we will be successful in implementing them or
that, even if implemented, they will be effective in creating a profitable
business. In addition we are dependent on having sufficient cash to carry out
our strategy. Please read "Risk Factors" beginning on page 6 before making any
investment decision.

COMPETITION

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

- Online financial news and information providers including
TheStreet.com, MarketWatch.com and The Motley Fool

- Traditional media sources such as The Wall Street Journal,
Barrons, CNNfn, and CNBC, many or most of whom also have
an Internet presence

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

- Online brokerage firms such as E*Trade, Charles Schwab or
DLJ Direct

- Internet giants such as Yahoo, Go Network and America
Online

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

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

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

<PAGE> 33
WEB-SITE TECHNICAL INFORMATION

We own three web servers, which are the computer systems on which all
content for our web site is maintained and through which we operate our web
site. Our primary server is maintained by Exodus Communications and is located
in their Jersey City, New Jersey facility. Our two back-up servers are
maintained by Above.net and PC Communications and are located in San Jose,
California and Jersey City, New Jersey.

Our U.S. web site was designed by Muffin-Head, a unit of DVCI
Technologies. They also handle ongoing design matters for the site and assist us
in placing content on the site.

EMPLOYEES

As of July 27, 1999, we had 8 employees. As of that date, we had not
entered into employment agreements with any of our employees.

FACILITIES

We lease an office suite located in an office building at 2421
Atlantic Avenue, Suite 103, Manasquan, NJ 08736. The space houses 8 employees
and is approximately 815 square feet. This space houses all of our executive and
administrative personnel and related administrative equipment. This office does
not house the servers for the site, which are housed at separate locations as
indicated above (see "Web Site Technical Information"). We have over two years
remaining on our lease for this office space. We believe that we will be able to
obtain a suitable replacement for this space on commercially reasonable terms if
our lease is not renewed.

JagNotes-Euro.com, Ltd., our wholly owned subsidiary, leases a full
service office suite located at 60 Lombard Street, Suite 3.16, London EC3. We
have leased this space on a short-term basis and will determine whether to renew
this lease or to rent a larger facility after we commence our European
operations.

LEGAL PROCEEDINGS

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

We are presently making arrangements through our insurance broker,
Marsh & McLennan, to obtain Internet Professional Liability insurance coverage
that will insure various risks related to our Internet operations, including
risks relating to libel or defamation claims and business interruption costs.

WHERE YOU CAN FIND MORE INFORMATION ABOUT US

Shortly after the registration statement that contains this
prospectus becomes effective, we will be required to file annual, quarterly and
special reports, proxy statements and other information with the SEC. You can
read and copy any of this information at the SEC's public reference rooms in
Washington, D.C., New York, and Chicago. Please call the SEC at (800) SEC-0330
if you would like further information on the public information rooms. This
information is also available from the SEC's web site at http://www.sec.gov.

In the future we intend to distribute annual reports containing
audited financial statements and other information to our stockholders after the
end of each fiscal year. We do not intend to regularly distribute quarterly
reports to our stockholders, but we will gladly send them to you upon your
written request to our Corporate Secretary.

MANAGEMENT AND EXECUTIVE COMPENSATION

<PAGE> 34
MANAGEMENT

Following is certain information about our executive officers and
directors. We have not entered into employment agreements with any of our
executive officers.

Gary Valinoti, age 41, was a co-founder of JagNotes.com, Inc. and has
served as its President and Chief Executive Officer since it was formed in
March, 1999. Mr. Valinoti is also a member of JagNotes' Board of Directors. From
August 1992 - March, 1999 Mr. Valinoti served as President, and as a member of
the Board of Directors, of JagNotes, Inc., the company that produced the
JagNotes fax service throughout that period. Prior to his involvement with
JagNotes, Inc., Mr. Valinoti held positions with various firms in the securities
industry including Mosely, Hallgarten, Estabrook & Weeden where he was involved
in institutional and currency trading, and started the firm's arbitrage
department. Mr. Valinoti attended Wagner College.

Thomas J. Mazzarisi, age 42, has served as JagNotes' Executive Vice
President and General Counsel since it was formed in March, 1999 and is also a
member of the JagNotes' Board of Directors. From 1997 until joining JagNotes Mr.
Mazzarisi practiced law from his own firm in New York, specializing in
international commercial transactions. From 1988 until 1997, Mr. Mazzarisi was a
Senior Associate at the law firm of Coudert Brothers where he also specialized
in international commercial transactions. Prior to joining Coudert Brothers, Mr.
Mazzarisi was Deputy General Counsel of the New York Convention Center
Development Corporation. Mr. Mazzarisi is a graduate of Fordham University where
he received a B.A. in Political Economy and was elected to Phi Beta Kappa.
Mr. Mazzarisi received his J.D. from Hofstra University School of Law.

Stephen R. Russo, age 38, has served as JagNotes' Chief Financial
Officer since it was formed in March, 1999. Since 1984, Mr. Russo has also
served as President of Stephen R. Russo & Co., Certified Public Accountants.
From 1981-1984 Mr. Russo served as Senior Staff Accountant for Edwin Weinberg &
Associates, where he was responsible for certified audits of corporate accounts,
as well as corporate and individual tax matters. Mr. Russo is a graduate of St.
Thomas Aquinas College where he received a B.S. in Accounting. Mr. Russo is a
member of the New York State Society of Certified Public Accountants, the
American Institute of Certified Public Accountants and the Rockland County
Business Association.

Jeffrey Goss, age 38, was a co-founder of JagNotes.com, Inc. and has
served as its Vice President since it was formed in March, 1999. From August
1992 - March, 1999 Mr. Goss served as a Vice President, and member of the Board
of Directors, of JagNotes, Inc., the company that produced the JagNotes fax
service throughout that period. Prior to his involvement with JagNotes, Inc. Mr.
Goss held positions with various firms in the securities industry including
First Montauk Securities where he was an account representative. Mr. Goss also
worked in the accounting department of Chase Manhattan Bank. Mr. Goss is a
graduate of Mount Saint Mary's College.

Stephen J. Schoepfer, age 40, is our Executive Vice President and
Chief Operating Officer and is on our Board of Directors. Prior to joining
JagNotes, he was a Financial Advisor with the investment firm of Legg Mason Wood
Walker. Prior to joining Legg Mason, Mr. Schoepfer served as a Financial Advisor
and Training Coordinator at Prudential Securities. Mr. Schoepfer attended Wagner
College.

EXECUTIVE COMPENSATION

The following table sets forth certain summary information regarding
compensation paid to our Chief Executive Officer and certain executive officers
for services rendered during the fiscal year ended July 31, 1998. Except as
listed in the table below, no executive officer holding office in fiscal year
1998 received total annual salary and bonus exceeding $100,000. No officers have
been awarded any stock options, stock appreciation rights or other long term or
incentive compensation not reflected below.

SUMMARY COMPENSATION TABLE

<PAGE> 35

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
Name and Principal Fiscal All Other
Position Year Annual Compensation Compensation
- ----------------------------------------------------------------------------------------------------
Other
Annual
Salary Bonus Compensation
-------------- --------- ------------
<S> <C> <C> <C> <C> <C>
Gary Valinoti, President 1998 $110,550 - - -
- ----------------------------------------------------------------------------------------------------
Jeffrey Goss, Secretary 1998 $110,550 - - -
and Vice President
- ----------------------------------------------------------------------------------------------------
Anthony Salandra* (Mr. 1998 $110,550 - - -
Salandra served as
President and director of
JagNotes, Inc. during
fiscal year 1998).
- ----------------------------------------------------------------------------------------------------
Barry Belzer*, (Mr. 1998 $110,550 - - -
Belzer served as
Secretary and director of
JagNotes, Inc. during
fiscal year 1998).
- ----------------------------------------------------------------------------------------------------
</TABLE>

* Messrs. Salandra and Belzer are no longer employed by JagNotes.

We are in the process of expanding our staff and, accordingly, we
expect that our executive compensation expenses will increase in the future.

DIRECTOR COMPENSATION

We currently do not compensate our directors.

EMPLOYMENT CONTRACTS

We have not entered into employment agreements with any of our
officers or employees.

INDEMNIFICATION OF OFFICERS AND DIRECTORS

Our Articles of Incorporation provide that we shall indemnify our
officers, directors, employees and agents to the full extent permitted by Nevada
law. Our Bylaws include provisions to indemnify our officers and directors and
other persons against expenses (including judgments, fines and amounts paid for
settlement) incurred in connection with actions or proceedings brought against
them by reason of their serving or having served as officers, directors or in
other capacities. We do not, however, indemnify them in actions in which it is
determined that they have not acted in good faith or have acted unlawfully or
not in JagNotes' best interest. In the case of an action brought by or in the
right of JagNotes, we shall indemnify them only to the extent of expenses
actually and reasonably incurred by them in connection with the defense or
settlement of these actions and we shall not indemnify them in connection with
any matter as to which they have been found to be liable to the JagNotes, unless
the deciding court determines that, notwithstanding such liability, that person
is fairly entitled to indemnity in light of all the relevant circumstances.

We do not currently maintain director's and officer's liability
insurance but we may do so in the future.

<PAGE> 36

Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to our directors and officers pursuant to the
foregoing provisions, or otherwise, we have been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.

<PAGE> 37
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information with respect to
beneficial ownership of the common stock as of July 27, 1999 by (i) each person
known by JagNotes to be the beneficial owner of more than five percent of the
common stock, (ii) each executive officer and director of JagNotes, and (iii)
all executive officers and directors of JagNotes as a group. See also
"Management and Executive Compensation."

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
Name and Address of Beneficial Owner Number of Shares Beneficially Owned(1) Percentage of Class(2)
- ------------------------------------------------------------------------------------------------------
<S> <C> <C>
Gary Valinoti (President, CEO and
Director)
2421 Atlantic Avenue, Suite 103
Manasquan, New Jersey 08736 2,098,500(3) 15%
- ------------------------------------------------------------------------------------------------------
Stephen Russo (Chief Financial Officer)
2421 Atlantic Avenue, Suite 103
Manasquan, New Jersey 08736 14,000(4) x
- ------------------------------------------------------------------------------------------------------
Jeffrey J. Goss (Corporate Secretary)
2421 Atlantic Avenue, Suite 103
Manasquan, New Jersey 08736 800,000 5.7%
- ------------------------------------------------------------------------------------------------------
Thomas Mazzarisi (Executive Vice
President, General Counsel and Director)
2421 Atlantic Avenue, Suite 103
Manasquan, New Jersey 08736 100,000 x
- ------------------------------------------------------------------------------------------------------
Stephen Schoepfer (Executive Vice
President, Chief Operating Officer and
Director)
2421 Atlantic Avenue, Suite 103
Manasquan, New Jersey 08736 75,000 x
- ------------------------------------------------------------------------------------------------------
All executive officers and directors as a
group (5 persons) 3,087,500 22.0%
- ------------------------------------------------------------------------------------------------------
S.A.C. Capital Associates, LLC
777 Long Ridge Road
Stamford, Connecticut 06902 900,000 6.0%
- ------------------------------------------------------------------------------------------------------
Anthony Salandra
6 Renee Court
Woodcliff Lake, New Jersey 07675 800,000 5.7%
- ------------------------------------------------------------------------------------------------------
Barry Belzer
1 Johnson Terrace
Middletown, New Jersey 07748 800,000 5.7%
- ------------------------------------------------------------------------------------------------------
</TABLE>

x Less than one percent.

(1) Includes, for the following persons, the following number of shares
which the beneficial owner has the right to acquire within 60 days
from options, warrants or otherwise: S.A.C. Capital Associates, LLC
(225,000).

(2) Based on 13,976,290 shares outstanding as of July 27, 1999, plus the
number of shares which the beneficial owner has the right to acquire
within 60 days, if any, as indicated in footnote (1) above.

<PAGE> 38
(3) Includes 900,000 shares owned by members of Mr. Valinoti's immediate
family.

(4) Includes 4,000 shares owned by members of Mr. Russo's immediate
family.

<PAGE> 39
SELLING STOCKHOLDERS

The following table sets forth certain information with respect to
the beneficial ownership of JagNotes' common stock by the selling stockholders
as of July 27, 1999 and as adjusted to reflect the sale of the shares.

<TABLE>
<CAPTION>
Maximum Number Shares Beneficially Owned
Number of Shares of Shares to Be Sold after Offering (Assuming
Beneficially Owned Pursuant to this Sale of All Shares Covered
Name Prior to Offering(1) Prospectus(2) by this Prospectus)(3)
- ---------------------------------------------------------------------------------------------------------
Number Percent
------------------------
<S> <C> <C> <C> <C>
S.A.C. Capital Associates, LLC 675,000 900,000 0 0
- ---------------------------------------------------------------------------------------------------------
Stephen Gluck 11,400 15,200 0 0
- ---------------------------------------------------------------------------------------------------------
Circle T International, Ltd. 77,400 103,200 0 0
- ---------------------------------------------------------------------------------------------------------
Circle T Partners L.P. 150,000 200,000 0 0
- ---------------------------------------------------------------------------------------------------------
Greene Street Partners 125,010 166,680 0 0
- ---------------------------------------------------------------------------------------------------------
William Monness 6,150 8,200 0 0
- ---------------------------------------------------------------------------------------------------------
Joseph P. DeMatteo 3,075 4,100 0 0
- ---------------------------------------------------------------------------------------------------------
Joseph P. DeMatteo IRA 3,075 4,100 0 0
- ---------------------------------------------------------------------------------------------------------
Robert F. Dall 12,510 16,680 0 0
- ---------------------------------------------------------------------------------------------------------
Stanley L. Cohen 200,010 266,680 0 0
- ---------------------------------------------------------------------------------------------------------
ASC Capital Partners 125,010 166,680 0 0
- ---------------------------------------------------------------------------------------------------------
Peter Zecca Jr. 1,140 1,520 0 0
- ---------------------------------------------------------------------------------------------------------
Alexander A. Zecca 1,140 1,520 0 0
- ---------------------------------------------------------------------------------------------------------
Brian and Vicki Warner 25,020 33,360 0 0
- ---------------------------------------------------------------------------------------------------------
Neil Crespi 25,020 33,360 0 0
- ---------------------------------------------------------------------------------------------------------
Thomas Dering 11,400 15,200 0 0
- ---------------------------------------------------------------------------------------------------------
Warren R. Marcus 12,510 16,680 0 0
- ---------------------------------------------------------------------------------------------------------
Lappin Capital Management L.P. 10,500 14,000 0 0
- ---------------------------------------------------------------------------------------------------------
Apex Limited Partners L.P. 45,600 60,800 0 0
- ---------------------------------------------------------------------------------------------------------
AIG Trading Group Inc.
Deferred Compensation
Plan Trust 12,510 16,680 0 0
- ---------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE> 40

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
Maximum Number Shares Beneficially Owned
Number of Shares of Shares to Be Sold after Offering (Assuming
Beneficially Owned Pursuant to this Sale of All Shares Covered
Name Prior to Offering(1) Prospectus(2) by this Prospectus)(3)
- ---------------------------------------------------------------------------------------------------------
Number Percent
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
AIG Trading Group Inc.
Deferred Compensation
Plan Trust 37,500 50,000 0 0
- ---------------------------------------------------------------------------------------------------------
AIG Trading Group Inc.
Deferred Compensation
Plan Trust 50,010 66,680 0 0
- ---------------------------------------------------------------------------------------------------------
Paul C. Orwicz 6,000 8,000 0 0
- ---------------------------------------------------------------------------------------------------------
Delaware Charter
Guarantee & Trust TTEE
FBO Brett Fialkoff SEP IRA 6,600 8,800 0 0
- ---------------------------------------------------------------------------------------------------------
David Ganek 22,500 30,000 0 0
- ---------------------------------------------------------------------------------------------------------
John M. Fenlin 6,300 8,400 0 0
- ---------------------------------------------------------------------------------------------------------
L. Gregory Rice 3,000 4,000 0 0
- ---------------------------------------------------------------------------------------------------------
Mastrapasqua & Associates, Inc.(4) 20,000 20,000 0 0
- ---------------------------------------------------------------------------------------------------------
Dorsey, Wright & Associates, Inc.(4) 0 65,000 0 0
- ---------------------------------------------------------------------------------------------------------
Seth Tobias (4) 100,000 100,000 0 0
- ---------------------------------------------------------------------------------------------------------
TOTAL 1,785,390 2,505,520 0 0
- ---------------------------------------------------------------------------------------------------------
</TABLE>

(1) This column does not include shares which may be acquired upon
exercise of options or warrants.

(2) This column includes, for the following persons, the following number
of shares which may be acquired upon exercise of warrants: S.A.C.
Capital Associates, LLC (225,000); Stephen Gluck (3,800); Circle T
International, Ltd. (25,800); Circle T Partners, L.P. (50,000);
Greene Street Partners (41,671); William Monness (2,050); Joseph P.
DeMatteo (1,025); Joseph P. DeMatteo IRA (1,025); Robert F. Dall
(4,170); Stanley L. Cohen (66,670); ASC Capital Partners (41,670);
Peter Zecca Jr. (380); Alexander A. Zecca (380); Brian and Vicki
Warner (8,340); Neil Crespi (8,340); Thomas Dering (3,800); Warren R.
Marcus (4,170); Lappin Capital Management L.P. (3,500); Apex Limited
Partners L.P. (15,200); AIG Trading Group, Inc. (4,170); AIG Trading
Group, Inc. (12,500); AIG Trading Group, Inc. (16,670); Paul C.
Orwicz (2,000); Delaware Charter Guarantee & Trust TTE FBO Brett
Fialkoff SEP IRA (2,200); David Ganek (7,500); John M. Fenlin
(8,400); L. Gregory Rice (1,000).

This column includes, for the following persons, the following number
of shares which may be acquired upon exercise of options: Dorsey,
Wright & Associates, Inc. (65,000).

<PAGE> 41

(3) Assumes the sale of all shares covered by this prospectus. There can
be no assurance that any of the selling stockholders will sell any or
all of the shares of common stock offered by them hereunder.

(4) The following selling stockholders are commentators on our web site
(see "The Company Commentators"): Dorsey, Wright & Associates,
Mastrapasqua & Associates, Inc. and Seth Tobias.

<PAGE> 42
PLAN OF DISTRIBUTION

We are registering the shares covered by this prospectus on behalf of
the selling stockholders. As used in this prospectus, "selling stockholders"
includes donees, pledgees, transferees or other successors-in-interest selling
shares received after the date of this prospectus from a selling stockholder as
a gift, pledge, partnership distribution or other non-sale related transfer. The
shares covered by this prospectus will be offered and sold by the selling
stockholders for their own accounts. We will not receive any of the proceeds
from the sale of shares pursuant to this prospectus. We have agreed to bear the
expenses of the registration of these shares, including legal and accounting
fees. We estimate these expenses to be approximately ($________). The selling
stockholders will bear all brokerage commissions and any similar selling
expenses attributable to the sale of shares covered by this prospectus.

The selling stockholders may offer and sell these shares from time to
time in transactions in the over-the-counter market or in negotiated
transactions, at market prices prevailing at the time of sale or at negotiated
prices. Such transactions may or may not involve brokers or dealers. The selling
stockholders have advised JagNotes that they have not entered into any
agreements, understandings or arrangements with any underwriters or
broker-dealers regarding the sale of their shares, nor is there an underwriter
or coordinating broker acting in connection with the proposed sale of shares by
the selling stockholders. Sales may be made directly to purchasers or to or
through broker-dealers which may act as agents or principals. Broker-dealers may
receive compensation in the form of discounts, concessions or commissions from
the selling stockholders or the purchasers of shares for whom such
broker-dealers may act as agent or to whom they may sell as principal, or both
(which compensation as to a particular broker-dealer may be in excess of
customary commissions).

The selling stockholders and any broker-dealers acting in connection
with the sale of the shares hereunder may be deemed to be "underwriters" within
the meaning of Section 2(11) of the Act, and any commissions received by
broker-dealers and any profit realized by them on the resale of shares as
principals may be deemed underwriting compensation under the Act. Certain
selling stockholders have may a relationship with JagNotes beyond that of a
stockholder. The selling stockholders and the nature of these relationships are
indicated in the selling stockholder table beginning on page 35 of this
prospectus.

Because the selling stockholders may be deemed to be "underwriters,"
we have informed them of the need for delivery of copies of this prospectus. We
have also informed the selling stockholders that the anti-manipulative rules
contained in Regulation M under the Securities Exchange Act of 1934, as amended,
may apply to their sales in the market and have furnished each selling
stockholder with a copy of these rules.

Selling stockholders may also use Rule 144 under the Act to sell the
shares in open market transactions if they meet the criteria and conform to the
requirements of such rule.

Upon our being notified by a selling shareholder that any material
arrangement has been entered into with a broker-dealer for the sale of shares
covered by this prospectus through a block trade, special offering, exchange
distribution or secondary distribution or a purchase by a broker or dealer, we
will file a supplement to this prospectus, if required, pursuant to Rule 424(b)
under the Act, disclosing (i) the name of each such selling shareholder and of
the participating broker-dealer(s), (ii) the number of shares involved, (iii)
the price at which such shares were sold, (iv) the commissions paid or discounts
or concessions allowed to such broker-dealer(s), where applicable, (v) that such
broker-dealer(s) did not conduct any investigation to verify the information set
out in this prospectus and (vi) other facts material to the transaction. In
addition, upon being notified by a selling shareholder that a donee, pledgee,
transferee or other successor-in-interest intends to sell more than 500 shares,
we will file a supplement to this prospectus.

<PAGE> 43
DESCRIPTION OF SECURITIES

COMMON STOCK

JagNotes' Articles of Incorporation authorize the issuance of
100,000,000 shares of common stock, $.00001 par value, of which 13,976,290
shares were outstanding as of July 27, 1999.

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

OPTIONS

As of the date of this prospectus, there were options outstanding to
purchase:

- 100,000 shares of JagNotes' common stock at $16.25 per
share at any time prior to June 29, 2000; and

- An aggregate of 235,000 shares of JagNotes' common stock
at $2.00 per share , subject to certain vesting
requirements, at any time prior to June or July 2009,
provided, however, that certain of these options will
expire prior to June 2009 upon the termination of certain
contracts with JagNotes.

WARRANTS

As of the date of this prospectus, there were warrants outstanding to
purchase, at any time prior to May 3, 2001, 555,130 shares of common stock at
$14.00 per share.

REGISTRAR AND TRANSFER AGENT

The Registrar and Transfer Agent for JagNotes' common stock is
American Securities Transfer, Inc., 938 Quail Street, Suite 101, Lakewood,
Colorado 80215-5513.

LEGAL MATTERS

The validity of the shares offered hereby will be passed upon for
JagNotes by Day & Campbell, LLP, 3070 Bristol Street, Suite 450, Costa Mesa,
California 92626. As of the date of this prospectus, a member of the firm owned
a total of 168,700 shares of JagNotes' common stock.

EXPERTS

JagNotes' financial statements as of July 31, 1998 and for the fiscal
years ended July 31, 1998 and 1997 included in this prospectus have been audited
by Stephen R. Russo, CPA, independent certified public accountant, as set forth
in his report, dated October 12, 1998, included herein, and have been so
included in reliance upon his report and his authority as an expert in
accounting and auditing.

<PAGE> 44

In April 1999 Stephen Russo, CPA, resigned as JagNotes' independent
public accountant in order to join JagNotes as its Chief Financial Officer. In
addition, as of the date of this prospectus, Mr. Russo was the beneficial owner
of 14,000 shares of JagNotes' common stock. The reports issued by Mr. Russo on
JagNotes' financial statements for the fiscal years ended July 31, 1998 and 1997
did not contain any adverse opinion or disclaimer of opinion and were not
qualified as to audit scope or accounting principles, nor were there any
material disagreements with the former accountant on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure during these years.

At JagNotes' request, Mr. Russo has furnished JagNotes with a letter
addressed to the Securities and Exchange Commission stating that he agrees with
the foregoing statements. This letter is attached as an exhibit to the
registration statement that contains this prospectus.

JagNotes engaged J.H. Cohn LLP as its new independent public
accountants in April, 1999. JagNotes did not consult with any other accounting
firm regarding the application of accounting principles to a specified
transaction, either contemplated or proposed, or the type of opinion that might
be rendered regarding JagNotes' financial statements, nor did it consult with
J.H. Cohn LLP with respect to any accounting disagreement or any reportable
event, at any time prior to the appointment of such firm.

OTHER INFORMATION

This prospectus is part of a registration statement on Form SB-2 that
we have filed with the SEC. Certain information is contained in the registration
statement that is not contained in this prospectus. Please consult the
registration statement for further information.

You should rely only on the information contained in this prospectus.
We have not authorized any person to provide any other information. You should
not assume that the information in this prospectus or any supplement is accurate
as of any date other than the date on the front of this prospectus or any
supplement. This prospectus is neither offering to sell nor seeking an offer to
buy any securities other than the shares covered by this prospectus, nor is this
prospectus offering to sell or seeking an offer to buy securities in any
unlawful way.

<PAGE> 45

JagNotes.com Inc. and Subsidiary
(Formerly JagNotes, Inc.)

Index to Financial Statements

<TABLE>
<CAPTION>
PAGE
<S> <C>
Report of Certified Public Accountant F-2

Consolidated Balance Sheets
July 31, 1998 and April 30, 1999 (Unaudited) F-3

Consolidated Statements of Operations
Years Ended July 31, 1998 and 1997 and Nine Months Ended
April 30, 1999 and 1998 (Unaudited) F-4

Consolidated Statements of Stockholders' Equity (Deficiency)
Years Ended July 31, 1998 and 1997 and Nine Months Ended
April 30, 1999 (Unaudited) F-5

Consolidated Statements of Cash Flows
Years Ended July 31, 1998 and 1997 and Nine Months Ended
April 30, 1999 and 1998 (Unaudited) F-6/7

Notes to Consolidated Financial Statements F-8/14

</TABLE>
* * *

F-1
<PAGE> 46
Report of Certified Public Accountant

To the Board of Directors and Stockholders
JagNotes.com Inc.

I have audited the accompanying consolidated balance sheet of JagNotes.com Inc.
and Subsidiary (formerly JagNotes, Inc.) as of July 31, 1998, and the related
consolidated statements of operations, stockholders' equity (deficiency) and
cash flows for the years ended July 31, 1998 and 1997. These financial
statements are the responsibility of the Company's management. My responsibility
is to express an opinion on these financial statements based on my audits.

I conducted my audits in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audits provide a reasonable basis for my opinion.

In my opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of JagNotes.com Inc.
and Subsidiary as of July 31, 1998, and their results of operations and cash
flows for the years ended July 31, 1998 and 1997, in conformity with generally
accepted accounting principles.

Stephen R. Russo, CPA

Nanuet, New York
October 12, 1998

F-2
<PAGE> 47

JagNotes.com Inc. and Subsidiary
(Formerly JagNotes, Inc.)

Consolidated Balance Sheets
July 31, 1998 and April 30, 1999 (Unaudited)
<TABLE>
<CAPTION>
Assets 1998 1999
-------- ----------- -----------
(Unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 5,901 $ 7,894,886
Accounts receivable 63,554 57,350
Loans receivable from officer 24,839 24,839
Current deferred tax assets 56,370 49,885
Other current assets 239,506
----------- -----------
Total current assets 150,664 8,266,466
Equipment, net of accumulated depreciation of $16,509
and $17,484 3,578 2,603
Capitalized software development costs 16,500
Noncurrent deferred tax assets 17,570 13,760
----------- -----------
Totals $ 171,812 $ 8,299,329
=========== ===========
Liabilities and Stockholders' Equity (Deficiency)
Current liabilities:
Accounts payable and accrued expenses $ 75,731 $ 753,431
Deferred revenues 204,687 184,706
----------- -----------
Total liabilities 280,418 938,137
----------- -----------
Commitments and contingencies
Stockholders' equity (deficiency):
Common stock - - 100,000,000 shares authorized;
3,500,000 shares issued and outstanding
at July 31, 1998 with no par value; 13,976,290 shares
issued and outstanding at April 30, 1999 with a par
value of $.00001 per share 73,445 140
Additional paid-in capital 7,674,321
Unearned compensation (89,600)
Accumulated deficit (182,051) (223,669)
----------- -----------
Total stockholders' equity (deficiency) (108,606) 7,361,192
----------- -----------
Totals $ 171,812 $ 8,299,329
=========== ===========
</TABLE>

See Notes to Consolidated Financial Statements.

F-3
<PAGE> 48

JagNotes.com Inc. and Subsidiary
(Formerly JagNotes, Inc.)

Consolidated Statements of Operations
Years Ended July 31, 1998 and 1997 and
Nine Months Ended April 30, 1999 and 1998
(Unaudited)

<TABLE>
<CAPTION>
Nine Months Ended
Years Ended July 31, April 30,
--------------------------- ----------------------------
1998 1997 1999 1998
----------- ----------- ----------- -----------
(Unaudited)
<S> <C> <C> <C> <C>
Subscription revenues $ 932,553 $ 952,385 $ 641,963 $ 738,294
Cost of revenues 112,362 151,629 107,881 87,073
----------- ----------- ----------- -----------
Gross profit 820,191 800,756 534,082 651,221
----------- ----------- ----------- -----------
Operating expenses:
Selling expenses 38,115 54,680 78,584 38,573
General and administrative expenses 744,577 736,807 496,278 586,656
----------- ----------- ----------- -----------
Totals 782,692 791,487 574,862 625,229
----------- ----------- ----------- -----------
Income (loss) from operations 37,499 9,269 (40,780) 25,992
Provision for income taxes 34,850 32,630 838 28,257
----------- ----------- ----------- -----------
Net income (loss) $ 2,649 $ (23,361) $ (41,618) $ (2,265)
=========== =========== =========== ===========
Basic net earnings (loss) per share $ -- $ (.01) $ (.01) $ --
=========== =========== =========== ===========
Basic weighted average common
shares outstanding 3,500,000 3,500,000 7,461,901 3,500,000
=========== =========== =========== ===========
</TABLE>

See Notes to Consolidated Financial Statements.

F-4
<PAGE> 49

JagNotes.com Inc. and Subsidiary
(Formerly JagNotes, Inc.)

Consolidated Statements of Stockholders' Equity (Deficiency)
Years Ended July 31, 1998 and 1997 and Nine Months Ended
April 30, 1999 (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, 1996 (as
retroactively adjusted to
reflect shares effectively
issued prior to the reverse
acquisition in March 1999) 3,500,000 $ 73,445 $ (161,339) $ (87,894)
Net loss (23,361) (23,361)
----------- ----------- ----------- -----------
Balance, July 31, 1997 3,500,000 73,445 (184,700) (111,255)
Net income 2,649 2,649
----------- ----------- ----------- -----------
Balance, July 31, 1998 3,500,000 73,445 (182,051) (108,606)

Shares effectively issued in
connection with reverse
acquisition 3,820,900 (73,372) $ 73,372

Sales of units of common stock
and warrants through private
placements, net of expenses
of $707,700 6,655,390 67 7,504,949 7,505,016

Effects of issuance of stock
option 96,000 $ (96,000)

Amortization of unearned com-
pensation 6,400 6,400

Net loss (41,618) (41,618)
----------- ----------- ----------- ----------- ----------- -----------
Balance, April 30, 1999 13,976,290 $ 140 $ 7,674,321 $ (89,600) $ (223,669) $ 7,361,192
=========== =========== =========== =========== =========== ===========
</TABLE>

See Notes to Consolidated Financial Statements.

F-5
<PAGE> 50

JagNotes.com Inc. and Subsidiary
(Formerly JagNotes, Inc.)

Consolidated Statements of Cash Flows
Years Ended July 31, 1998 and 1997 and
Nine Months Ended April 30, 1999 and 1998
(Unaudited)

<TABLE>
<CAPTION>
Nine Months Ended
Years Ended July 31, April 30,
----------------------- -------------------------
1998 1997 1999 1998
--------- --------- --------- ---------
(Unaudited)

<S> <C> <C> <C> <C>
Operating activities:

Net income (loss) $ 2,649 $ (23,361) $ (41,618) $ (2,265)
Adjustments to reconcile net income (loss)
to net cash provided by (used in) operating
activities:

Depreciation 1,336 9,033 975 1,336
Amortization of unearned compensation 6,400
Deferred income taxes 8,135 4,585 10,295 2,160
Changes in operating assets and liabilities:

Accounts receivable 1,967 (2,040) 6,204 (2,360)
Other current assets (239,506) (10,211)
Accounts payable and accrued expenses (10,652) 18,995 677,700 28,639
Deferred revenues (6,335) 6,569 (19,981) 7,600
--------- --------- --------- ---------
Net cash provided by (used in)
operating activities (2,900) 13,781 400,469 24,899
--------- --------- --------- ---------
</TABLE>

F-6
<PAGE> 51

JagNotes.com Inc. and Subsidiary
(Formerly JagNotes, Inc.)

Consolidated Statements of Cash Flows (continued)
Years Ended July 31, 1998 and 1997 and

Nine Months Ended April 30, 1999 and 1998
(Unaudited)

<TABLE>
<CAPTION>
Nine Months Ended
Years Ended July 31, April 30,
-------------------------- ----------------------------
1998 1997 1999 1998
----------- ----------- ----------- -----------
(Unaudited)
<S> <C> <C> <C> <C>
Investing activities:
Net proceeds (repayments) of loans to officer $ 396 $ (13,050) $ (404)
Purchases of equipment (6,914)
Software development costs capitalized $ (16,500)
----------- ----------- ----------- -----------
Net cash provided by (used in) investing
activities 396 (19,964) (16,500) (404)
----------- ----------- ----------- -----------
Financing activities - proceeds from private place-
ments units of common stock and warrants 7,505,016
===========
Net increase (decrease) in cash and cash equiva-
lents (2,504) (6,183) 7,888,985 24,495
Cash and cash equivalents, beginning of period 8,405 14,588 5,901 8,405
----------- ----------- ----------- -----------
Cash and cash equivalents, end of period $ 5,901 $ 8,405 $ 7,894,886 $ 32,900
=========== =========== =========== ===========
Supplemental disclosure of cash flow information:
Income taxes paid $ 26,715 $ 28,045 $ 30,049 $ 500
=========== =========== =========== ===========
</TABLE>

See Notes to Consolidated Financial Statements.

F-7
<PAGE> 52

JagNotes.com Inc. and Subsidiary
(Formerly JagNotes, Inc.)

Notes To Consolidated Financial Statements

(Information as of April 30, 1999 and for the
Nine Months Ended April 30, 1999 and 1998 is Unaudited)

Note 1 - Organization and business:

JagNotes.com Inc. ("JagNotes") was originally incorporated during
1997 in Nevada as Professional Perceptions, Inc. to develop
operations as a consultant to retailers. However, JagNotes never
generated any significant revenues or expenses in connection with
such operations and it was inactive at the time of the exchange of
shares described below.

JagNotes, Inc. ("JNI") and its predecessors have been providing
financial and investment information within the financial community
since 1989. From 1989 to 1992 the business was operated as an
unincorporated business entity. In August 1992 the company
incorporated in the State of New Jersey as NewJag, Inc. In December
1993, New Jag, Inc. was merged with and into, and its name was
changed to, JagNotes, Inc. The company operated as JNI until March
1999 when it was acquired by Professional Perceptions, Inc., which
subsequently changed its name to JagNotes.com, Inc. JagNotes gathers
and compiles information regarding analyst upgrades, downgrades and
new coverage initiated by financial institutions and releases such
information to subscribers on a timely basis through facsimile
transmissions and a web site, www.JagNotes.com. Prior to 1999, JNI's
customers were primarily financial professionals. During 1999, JNI
began to focus its marketing efforts on retail subscribers.
Management considers all of the financial services provided to be
within the same business segment.

As of March 16, 1999, JagNotes had 3,820,900 outstanding shares of
common stock, with a par value of $.00001 per share. Effective as of
that date, certain stockholders of JNI purchased a total of 2,900,000
of the outstanding shares of JagNotes' common stock and JagNotes
issued 3,500,000 shares of common stock to acquire all of the 1,000
shares of common stock, which had no par value, of JNI then
outstanding (the "Exchange"). As a result, JNI became a wholly-owned
subsidiary of JagNotes, and JagNotes had 7,320,000 shares of common
stock outstanding, of which 6,400,000 shares, or 87.4%, were owned by
the former stockholders of JNI and 920,000, or 12.6%, were owned by
the former stockholders of JagNotes. However, since the former
stockholders of JNI became the owners of a majority of the
outstanding common shares of JagNotes after the Exchange and JagNotes
had no significant operating activities or assets and liabilities
prior to the Exchange, the Exchange was treated effective as of March
16, 1999 as a "purchase business combination" and a "reverse
acquisition" for accounting purposes in which JagNotes was the legal
acquirer and JNI was the accounting acquirer. The assets and
liabilities of JNI were recorded at their historical carrying values
as of March 16, 1999; and the historical financial statements prior
to March 16, 1999 are those of JNI. Common stock and additional
paid-in capital were adjusted as of March 16, 1999 to reflect the
$.00001 per share par value of the JagNotes shares. All references to
the number of shares of common stock of JNI as of dates or for
periods prior to the Exchange have been restated to reflect the ratio
of the number of common shares of JagNotes effectively exchanged for
common shares of JNI.

The "Company" as used herein refers to JNI prior to March 16, 1999
and JagNotes together with JNI subsequent to that date.

F-8

<PAGE> 53
JagNotes.com Inc. and Subsidiary

(Formerly JagNotes, Inc.)

Notes To Consolidated Financial Statements

(Information as of April 30, 1999 and for the
Nine Months Ended April 30, 1999 and 1998 is Unaudited)

Note 2 - Summary of significant accounting policies:
Use of estimates:
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results could differ from those estimates.

Principles of consolidation:

The accompanying consolidated financial statements include the
accounts of JagNotes and JNI, its wholly-owned subsidiary, for the
period subsequent to March 16, 1999. All significant intercompany
accounts and transactions have been eliminated in consolidation.

Revenue recognition:
Fees for subscriptions are generally billed in advance on a monthly,
quarterly, semi-annual or annual basis. Revenues from subscriptions
are recognized ratably over the subscription period. Subscription
fees collected that relate to periods subsequent to the date of the
consolidated balance sheet are included in deferred revenues.

Cash equivalents:
Cash equivalents consist of highly liquid investments with a maturity
of three months or less when acquired.

Equipment:
Equipment is stated at cost, net of accumulated depreciation.
Depreciation is provided using accelerated methods over the estimated
useful lives of the assets which range from five to seven years.

Capitalized software costs:
The Company capitalizes the costs of purchased software which is
ready for service. Costs of purchased software are amortized using
the straight-line method over their estimated useful lives which do
not exceed five years.

Impairment of long-lived assets:
The Company has adopted the provisions of Statement of Financial
Accounting Standards No. 121, Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed of ("SFAS
121"). Under SFAS 121, impairment losses on long-lived assets, such
as equipment and capitalized software costs, are recognized when
events or changes in circumstances indicate that the undiscounted
cash flows estimated to be generated by such assets are less than
their carrying value and, accordingly, all or a portion of such
carrying value may not be recoverable. Impairment losses are then
measured by comparing the fair value of assets to their carrying
amounts.

F-9
<PAGE> 54

JagNotes.com Inc. and Subsidiary
(Formerly JagNotes, Inc.)

Notes To Consolidated Financial Statements

(Information as of April 30, 1999 and for the
Nine Months Ended April 30, 1999 and 1998 is Unaudited)

Note 2 - Summary of significant accounting policies (continued):

Advertising:

The Company expenses the cost of advertising and promotions as
incurred. Advertising costs charged to operations amounted to $27,198
and $46,166 for the years ended July 31, 1998 and 1997, respectively.

Income taxes:

The Company accounts for income taxes pursuant to the asset and
liability method which requires deferred income tax assets and
liabilities to be computed annually for temporary differences between
the financial statement and tax bases of assets and liabilities that
will result in taxable or deductible amounts in the future based on
enacted tax laws and rates applicable to the periods in which the
differences are expected to affect taxable income. Valuation
allowances are established when necessary to reduce deferred tax
assets to the amount expected to be realized. The income tax
provision or credit is the tax payable or refundable for the period
plus or minus the change during the period in deferred tax assets and
liabilities.

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 shares
outstanding during each period. The calculation of diluted earnings
(loss) 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 stock options and warrants, were issued during the
period.

Diluted earnings per share has not been presented in the accompanying
consolidated statements of operations because the Company did not
have any potentially dilutive common shares as of July 31, 1998 and
the assumed effect of the exercise of warrants outstanding at April
30, 1999 would have been antidilutive.

Recent accounting pronouncements:

The Financial Accounting Standards Board and the Accounting Standards
Executive Committee of the American Institute of Certified Public
Accountants had issued certain accounting pronouncements as of July
31, 1998 and April 30, 1999 that will become effective in subsequent
periods; however, management of the Company does not believe that any
of those pronouncements would have significantly affected the
Company's financial accounting measurements or disclosures had they
been in effect as of July 31, 1998 and/or April 30, 1999.

F-10
<PAGE> 55

JagNotes.com Inc. and Subsidiary
(Formerly JagNotes, Inc.)

Notes To Consolidated Financial Statements

(Information as of April 30, 1999 and for the
Nine Months Ended April 30, 1999 and 1998 is Unaudited)

Note 2 - Summary of significant accounting policies (concluded):
Unaudited interim financial statements:
In the opinion of management, the accompanying unaudited consolidated
financial statements reflect all adjustments, consisting of normal
recurring accruals, necessary to present fairly the financial
position of the Company as of April 30, 1999, its results of
operations and cash flows for the nine months ended April 30,1999 and
1998 and its changes in stockholders' equity (deficiency) for the
nine months ended April 30, 1999. Pursuant to rules and regulations
of the Securities and Exchange Commission, certain information and
disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles 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.

The results of operations for the nine months ended April 30, 1999
are not necessarily indicative of the results of operations for the
full year ending July 31, 1999.

Note 3 - Loans receivable from officer:

Loans receivable from an officer, which totaled $24,839 at July 31,
1998 and April 30, 1999, were noninterest bearing and due on demand.

Note 4 - Income taxes:

The net provisions for income taxes consisted of the following
provisions (credits):

<TABLE>
<CAPTION>
Nine Months Ended
Years Ended July 31, April 30,
------------------------ -------------------------
1998 1997 1999 1998
------- ------- ------- -------
(Unaudited)
<S> <C> <C> <C> <C>
Federal:
Current $19,823 $26,708 $(7,326) $20,212
Deferred 6,300 3,550 7,975 1,680
------- ------- ------- -------
Totals 26,123 30,258 649 21,892
------- ------- ------- -------
State:
Current 6,892 1,337 (2,131) 5,885
Deferred 1,835 1,035 2,320 480
------- ------- ------- -------
Totals 8,727 2,372 189 6,365
------- ------- ------- -------
Totals $34,850 $32,630 $ 838 $28,257
======= ======= ======= =======
</TABLE>

F-11
<PAGE> 56

JagNotes.com Inc. and Subsidiary
(Formerly JagNotes, Inc.)

Notes To Consolidated Financial Statements

(Information as of April 30, 1999 and for the
Nine Months Ended April 30, 1999 and 1998 is Unaudited)

Note 4 - Income taxes (concluded):

The provisions for income taxes differ from the amounts computed
using the Federal statutory rate of 34% as a result of the following:

<TABLE>
<CAPTION>
Years Ended Nine Months Ended
July 31, April 30,
-------------------- --------------------
1998 1997 1999 1998
---- ---- ---- ----
(Unaudited)
<S> <C> <C> <C> <C>
Tax at Federal statutory rate 34% 34% (34)% 34%
Increase (decrease) from effects of:
State income taxes, net of Federal
income tax benefit 15 17 16
Nondeductible life insurance and
other expenses 45 308 24 65
Other (primarily surtax exemptions) (1) (7) 12 (6)
---- ---- ---- ----
Totals 93% 352% 2% 109%
==== ==== ==== ====
</TABLE>

Deferred income tax assets at July 31, 1998 and April 30, 1999 were
primarily attributable to temporary differences relating to the net
deferral of subscription revenues and the amortization of certain
costs allocated to intangible assets for income tax purposes.

Note 5 - Employee benefit plans:

The Company maintains a profit-sharing plan and a money purchase plan
for the benefit of all eligible employees. The Company's
contributions to these defined contribution plans, which are made on
a discretionary basis, aggregated $50,844 and $102,939 for the years
ended July 31, 1998 and 1997, respectively.

Note 6 - Fair value of financial instruments:

The Company's material financial instruments at July 31, 1998 for
which disclosure of estimated fair value is required by certain
accounting standards consisted of cash and cash equivalents, accounts
receivable and accounts payable. In the opinion of management, cash
and cash equivalents, accounts receivable and accounts payable were
carried at values that approximated their fair values at July 31,
1998 because of their liquidity and/or their short-term maturities.

F-12
<PAGE> 57

JagNotes.com Inc. and Subsidiary
(Formerly JagNotes, Inc.)

Notes To Consolidated Financial Statements

(Information as of April 30, 1999 and for the
Nine Months Ended April 30, 1999 and 1998 is Unaudited)

Note 7 - Commitments and contingencies:

Concentrations of credit risk:

Financial instruments which subject the Company to concentrations of
credit risk consist primarily of cash and cash equivalents and
accounts receivable. The Company maintains cash and cash equivalents
in bank deposit and other accounts the balances of which, at times,
may exceed Federally insured limits. Exposure to credit risk is
reduced by placing such deposits or other temporary investments in
high quality financial institutions.

The Company performs ongoing credit evaluations of its customers.
Generally, the Company does not require any collateral. The Company
establishes an allowance for doubtful accounts receivable based upon
factors surrounding the credit risk of customers, historical trends
and other information. Through April 30, 1999, losses arising from
uncollectible accounts had not been material.

Consulting and stock option agreements:

In March 1999, the Company entered into a consulting agreement and a
stock option agreement with a newspaper and television investment
analyst and commentator (the "Commentator"). Pursuant to the
consulting agreement which expires March 31, 2000, the Commentator
will write a daily financial news report for the Company and will be
paid a total of $360,000 for his services.

Pursuant to the stock option agreement, the Commentator has the right
to purchase 100,000 shares of the Company's common stock at an
exercise price of $16.25 per share through June 29, 2000. The Company
recorded unearned compensation of $96,000 based on the estimated fair
value of the option which is being amortized to expense on a
straight-line basis over the period from April 1, 1999 to the date
the option expires.

F-13
<PAGE> 58

JagNotes.com Inc. and Subsidiary
(Formerly JagNotes, Inc.)

Notes To Consolidated Financial Statements

(Information as of April 30, 1999 and for the
Nine Months Ended April 30, 1999 and 1998 is Unaudited)

Note 8 - Private placement of common stock:

During March and April 1999, the company received net proceeds of
approximately $7,500,000 from the sale of 6,655,390 shares of common
stock and 555,130 warrants to purchase shares of common stock. The
sales were made through private placements exempt from registration
under the Securities Act of 1933. Each warrant entitles the holder to
purchase one share of common stock at $14.00 per share through April
2000.

Note 9 - Subsequent events:

From May 1, 1999 through July 26 1999, the Company entered into
consulting agreements with another nine investment analysts and
commentators. Each agreement has an initial term of one year and is
renewable at the option of the Company for another year. The
aggregate consideration paid by the Company in connection with the
consulting agreements consisted of cash payments of $300,000, the
issuance of 20,000 shares of the Company's common stock and the
issuance of options to purchase 235,000 shares of the Company's
common stock at $2.00 per share that expire at various dates through
July 2009.

* * *

F-14
<PAGE> 59
PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Articles of Incorporation of JagNotes provide for the
indemnification of the directors, officers, employees and agents of JagNotes to
the fullest extent permitted by the laws of the State of Nevada. Section 78.7502
of the Nevada General Corporation Law permits a corporation to indemnify any of
its directors, officers, employees or agents against expenses actually and
reasonably incurred by such person in connection with any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (except for an action by or in right of the corporation) by reason
of the fact that such person is or was a director, officer, employee or agent of
the corporation, provided that it is determined that such person acted in good
faith and in a manner which he reasonably believed to be in, or not opposed to,
the best interests of the corporation and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.

Section 78.751 of the Nevada General Corporation Law requires that
the determination that indemnification is proper in a specific case must be made
by (a) the stockholders, (b) the board of directors by majority vote of a quorum
consisting of directors who were not parties to the action, suit or proceeding
or (c) independent legal counsel in a written opinion (i) if a majority vote of
a quorum consisting of disinterested directors is not possible or (ii) if such
an opinion is requested by a quorum consisting of disinterested directors.

Other Expenses of Issuance and Distribution.

<TABLE>
<CAPTION>
<S> <C>
Registration fee _______
Blue Sky fees and expenses _______
Legal fees and expenses _______
Accounting fees and expenses _______
Printing _______
Miscellaneous _______
TOTAL _______
</TABLE>

All of the above expenses except the SEC registration fee are
estimated. All of the above expenses will be paid by the Company.

Recent Sales of Unregistered Securities.

The Company has made the following sales of unregistered securities
within the last three years:

In May 1999 the Company closed a private sale of 1,655,390 shares of
common stock and 555,130 warrants to 27 accredited investors for cash
consideration of approximately $7,327,000 received in March and April of 1999.
The issuance of such securities was exempt from registration under the
Securities Act of 1933 pursuant to Section 4(2) thereof and Rule 506 of
Regulation D promulgated thereunder.

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

In March 1999 the Company (then known as Professional Perceptions,
Inc.) issued a total of 4,990,000 shares of common stock to 9 sophisticated
investors for cash consideration of $940,000. The issuance of such

II-1
<PAGE> 60
securities was exempt from registration under the Securities Act of 1933
pursuant to Rule 504 of Regulation D promulgated thereunder.

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

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

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

Exhibits

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.**

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

3.1 Articles of Incorporation of JagNotes.com Inc., as amended

3.2 Bylaws of JagNotes.com Inc.

5.1 Opinion of Day & Campbell, LLP*

16.1 Letter Regarding Change in Certifying Accountant**

21.1 List of Subsidiaries**

23.1 Consent of Stephen Russo, CPA

23.2 Consent of Day & Campbell, LLP, counsel for the
Registrant, included in Exhibit 5.1.*

27 Financial Data Schedule**

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

- -------------------
* To be filed by amendment.

** Previously filed as Exhibit 2.1 to the Registration Statement on Form
SB-2 filed on July 30, 1999.

II-2

<PAGE> 61
Undertakings

A. Supplementary and Periodic Information, Documents and Reports

Subject to the terms and conditions of Section 15(d) of the
Securities Exchange Act of 1934, the Registrant hereby undertakes to file with
the Securities and Exchange Commission such supplementary and periodic
information, documents and reports as may be prescribed by any rule or
regulation of the Commission heretofore or hereafter duly adopted pursuant to
authority in that Section.

B. Item 512 Undertaking with Respect to Rule 415 Under the Securities
Act of 1933
- --------------------------------------------------------------------------------
The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this
Registration Statement:

(a) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;

(b) To reflect in the prospectus any facts or
events arising after the effective date of the
Registration Statement (or the most recent
post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth
in the Registration Statement; and

(c) To include any material information with
respect to the plan of distribution not
previously disclosed in the Registration
Statement or any material change to such
information in the Registration Statement.

(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and
the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.

C. Indemnification

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 ("Securities Act") may be permitted to directors,
officers or persons controlling the Registrant pursuant to the foregoing
provisions or otherwise, the Registrant has been informed that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

II-3

<PAGE> 62
D. Item 512 Undertaking with Respect to Rule 430A

The undersigned registrant hereby undertakes that:

(i) For purposes of determining any liability under the
Securities Act of 1933, the registrant will treat the
information omitted from the form of prospectus filed as
part of this registration statement in reliance upon Rule
430A and contained in a form of prospectus filed by the
registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act as part of this registration
statement as of the time it was declared effective.

(ii) For the purpose of determining any liability under the
Securities Act of 1933, the registrant will treat each
post-effective amendment that contains a form of
prospectus as a new registration statement for the
securities offered in the registration statement, and the
offering of such securities at that time as the initial
bona fide offering thereof.

II-4

<PAGE> 63
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form SB-2 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Manasquan, State of New Jersey on September 29, 1999.

JAGNOTES.COM INC.

By:/s/ Gary Valinoti
-------------------------
Gary Valinoti, President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

/s/ Gary Valinoti September 29, 1999
- ------------------------------------------
Gary Valinoti, President, Chief Executive
Officer and Director
(Principal Executive Officer)

/s/ Stephen Russo September 29, 1999
- ------------------------------------------
Stephen Russo, Chief Financial Officer
(Principal Financial Officer)

/s/ Thomas Mazzarisi September 29, 1999
- ------------------------------------------
Thomas Mazzarisi, Executive Vice President
and Director

/s/ Stephen Schoepfer September 29, 1999
- ------------------------------------------
Stephen Schoepfer, Director

* Gary Valinoti, by signing his name hereto, does sign this Amendment to
Registration Statement on behalf of each of the indicated persons on the date
indicated pursuant to a power of attorney duly executed by such persons.

/s/ Gary Valinoti September 29, 1999
- ------------------------------------------
Gary Valinoti, Attorney-in-Fact

II-6
<PAGE> 64
EXHIBIT INDEX

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.**

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

3.1 Articles of Incorporation of JagNotes.com Inc., as amended

3.2 Bylaws of JagNotes.com Inc.

5.1 Opinion of Day & Campbell, LLP*

16.1 Letter Regarding Change in Certifying Accountant**

21.1 List of Subsidiaries**

23.1 Consent of Stephen Russo, CPA

23.2 Consent of Day & Campbell, LLP, counsel for the
Registrant, included in Exhibit 5.1.*

27 Financial Data Schedule**

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

- -------------------
* To be filed by amendment.

** Previously filed as Exhibit 2.1 to the Registration Statement on Form
SB-2 filed on July 30, 1999.

<PAGE> 1
EXHIBIT 2.2

AGREEMENT AND PLAN OF MERGER

This Agreement and Plan of Merger (the "Plan") is made as of July 29, 1999,
by and between JAG NOTES, INC., a New Jersey corporation ("JNI"), and
JAGNOTES.COM INC., a Nevada corporation ("JagNotes" or the "Surviving
Corporation") (collectively, the "Corporations").

W I T N E S S E T H:

Whereas, the Plan contemplates a tax-free merger of JNI with and into
JagNotes in a reorganization pursuant to Section 368 of the Internal Revenue
Code of 1986, as amended; and

Whereas, JagNotes and JNI anticipate that a merger of JNI with and into
JagNotes will further certain of their business objectives (including, without
limitation, enhanced marketing strength, financial position, administrative
savings, cost efficiencies and other synergies); and

Whereas, each of the Corporations desires to effect a merger in accordance
with the laws of the State of Nevada and the State of New Jersey; and

Whereas, the Board of Directors of each of the Corporations deems it
advisable and in the best interest of such corporation that JNI merge with and
into JagNotes pursuant to the terms of the Plan and that JagNotes be the
surviving corporation.

NOW, THEREFORE, in accordance with the laws of the State of Nevada and the
State of New Jersey, the parties hereto hereby agree that, subject to the
conditions hereinafter set forth, (i) JNI shall be merged with and into
JagNotes (the "Merger"), (ii) JagNotes shall be the Surviving Corporation,
(iii) the Surviving Corporation shall be governed by the laws of Nevada, and
(iv) the terms and conditions of the Merger and the mode of carrying the Merger
into effect shall be as follows:

1. Surviving Corporation: Registered Office.

On the Effective Date (as hereinafter defined), JNI shall be merged with
and into JagNotes, which shall be the Surviving Corporation and which shall
exist by virtue of and be governed by the laws of the State of Nevada. The
address of JagNotes' registered office in that state is: c/o The Corporation
Trust Company of Nevada, 1 East First Street, Suite 1411, Reno, Nevada 89501.

<PAGE> 2
2. Effective Date.

The term "Effective Date" shall mean the date on which both (a) the
Articles of Merger, in the form attached hereto as Exhibit A (the "Articles of
Merger"), shall have been filed in the office of the Secretary of State of
Nevada in accordance with Section 92.A.180 of the Nevada General Corporation
Law and (b) the Certificate of Merger, in the form attached hereto as Exhibit B
(the "Certificate of Merger"), shall have been filed in the office of the
Secretary of State of New Jersey in accordance with Section 14A:10-4.1 of the
New Jersey Business Corporation Act or such other date as specified in both the
Articles of Merger and the Certificate of Merger.

3. Manner of Conversion of Shares

The terms and conditions of the Merger, including the manner and basis of
treating the shares of the Surviving Corporation shall be as follows:

(a) Each share of Common Stock of JNI, which shall be issued and
outstanding on the Effective Date, shall forthwith be canceled and retired, and
each holder of a certificate representing any such shares shall cease to have
any rights with respect thereto.

(b) Each share of Common Stock of JagNotes issued and outstanding on the
Effective Date shall remain issued and outstanding.

4. Effect of Merger.

(a) From and after the Effective Date, the separate existence of JNI,
except to the extent continued by applicable statutes, if any, shall cease and
thereupon JNI and JagNotes shall become a single corporation, subject to all
restrictions, disabilities, duties and liabilities of each of JNI. JagNotes
reserves the right after the Effective Date to amend, alter, change or repeal
any provisions contained in its Certificate of Incorporation in the manner now
or hereafter prescribed by the Nevada General Corporation Law.

(b) The corporate identity, existence, purposes, rights, privileges,
immunities, powers, franchises, of a public as well as a private nature, and
authority of JagNotes shall continue unaffected and unimpaired by the Merger,
and the corporate identity, existence, purposes, rights, privileges,
immunities, powers, franchises, of a public as well as a private nature, and
authority of JNI shall be merged into JagNotes and JagNotes shall succeed to
and be fully vested therewith.

(c) From and after the Effective Date, all property, rights, privileges,
franchises, patents, trademarks, licenses, registrations, assets and business of
every description, whether real, personal or mixed, and every interest therein,
and all debts, liabilities and obligations belonging to or due to JNI, on
whatever account, including all causes of action belonging to JNI, shall be

-2-
<PAGE> 3
taken by and be deemed to be transferred to and vested in the Surviving
Corporation without further act or deed. All property, rights, privileges,
powers and franchises, and all and every other interest, of JNI shall
thereafter be the property of the Surviving Corporation in the same manner as
they were of JNI, and the title to any real estate vested by deed or otherwise
in JNI shall not revert or be any way impaired as a result of the Merger. JNI
agrees that, from time to time, as and when requested by the Surviving
Corporation, or its successors or assigns, it will execute and deliver such
instruments and take or cause to be taken such action as may be necessary or
appropriate in order to perfect, confirm or deliver title and possession to the
Surviving Corporation of all the assets of JNI and otherwise carry out the
purposes of the Plan.

(d) All rights of creditors of JNI, and all liens upon any property owned
by JNI, shall be preserved and unimpaired, and all debts, obligations,
liabilities and duties of JNI shall be on the Effective Date assumed by the
Surviving Corporation to the same extent as if said debts, obligations,
liabilities and duties had originally been incurred or contracted by it.

(e) The Surviving Corporation may be served with process in the State of
New Jersey in any proceeding for enforcement of any obligation of JNI as well
as for enforcement of any obligation of the Surviving Corporation arising from
the Merger; and it does hereby irrevocably appoint the Secretary of State of
New Jersey as its agent to accept service of process in any such suit or other
proceeding. The address to which a copy of such process shall be mailed by the
Secretary of State of New Jersey is 2421 Atlantic Avenue, Suite 103, Manasquan,
New Jersey 08736, until the Surviving Corporation shall have hereafter designed
in writing to the said Secretary of State a different address for such purpose.
Service of such process may be made by personally delivering to and leaving
with the Secretary of State of New Jersey duplicate copies of such process, one
of which copies the Secretary of State of New Jersey shall forthwith send by
registered mail to the Surviving Corporation at the above address.

5. Certificate of Incorporation.

The Certificate of Incorporation of JagNotes, as in effect immediately
prior to the Effective Date, shall remain in full force and effect and shall be
the Certificate of Incorporation of the Surviving Corporation.

6. By-Laws, Officers and Directors of the Surviving Corporation.

(a) The By-Laws of JagNotes, as in effect immediately prior to the
Effective Date, shall be the By-Laws of the Surviving Corporation until amended
in accordance with law.

(b) From and after the Effective Date, and until their successors are
duly elected and qualified, the officers and directors of the Surviving
Corporation shall be the same as they were prior to the Effective Date.

7. Shareholder Approval.

-3-
<PAGE> 4

The obligations of JNI under the Plan are subject to the approval and
adoption of the Plan by the holders of not less than the percentage of
outstanding shares of each class of stock of JNI entitled to vote thereon
required pursuant to the laws of New Jersey.

8. Termination.

The Plan may be terminated and the Merger abandoned before or after
approval and adoption thereof by the shareholders of JNI at any time, but not
later than the Effective Date, by the mutual written consent of the Boards of
Directors of JagNotes and JNI.

9. Miscellaneous.

(a) In the event the Plan is terminated as provided in Section 8, neither
JNI nor JagNotes shall have any liability to the other for costs, expenses,
loss of anticipated profits or otherwise.

(b) This instrument contains the entire agreement among the parties
hereto with respect to the transactions contemplated herein.

(d) Subject to any applicable provisions of the laws of New Jersey and
the laws of Nevada, the Plan may be modified or amended, whether before or
after approval by the shareholders of each of the Corporations, by written
agreement of the Board of Directors of the Corporations.

(e) If any term, provision, covenant or restriction of the Plan is held
by a court of competent jurisdiction to be invalid, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions of the Plan
shall continue in full force and effect and shall in no way be affected,
impaired or invalidated.

-4-
<PAGE> 5
IN WITNESS WHEREOF, each of the parties hereto has caused the Plan to be
executed as of the day and year first written above.

JAG NOTES, INC.
-------------------------------
a New Jersey corporation

By: /s/ [Signature Illegible]
---------------------------
Name: [Illegible]
Title: President

JAGNOTES.COM INC.
-------------------------------
a Nevada corporation

By: /s/ [Signature Illegible]
---------------------------
Name: [Illegible]
Title: President & CEO

-5-

<PAGE> 1
EXHIBIT 3.1

CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
(After Issuance of Stock)

PROFESSIONAL PERCEPTIONS, INC.

I, the undersigned, Harold Kaufman, Jr., President and Conrad C.
Lysiak, Assistant Secretary of PROFESSIONAL PERCEPTIONS, INC. does hereby
certify:

That the Board of Directors of said corporation at a meeting duly
convened, held on the 15th day of March, 1999, adopted a resolution to amend the
original articles as follows:

Article "First" is hereby amended to read as follows:

FIRST: The name of the corporation is JagNotes.com Inc.

The number of shares of the corporation outstanding and entitled to vote on an
amendment to the Articles of Incorporation is 3,820,900; that the said change
and amendment have been consented to and approved by a majority of the
stockholders holding at least a majority of each class of stock outstanding and
entitled to vote thereon.

/s/ HAROLD KAUFMAN, JR.
---------------------------------------
Harold Kaufman, Jr., President

/s/ CONRAD C. LYSIAK
---------------------------------------
Conrad C. Lysiak, Assistant Secretary

STATE OF WASHINGTON )
) ss.
County of Spokane )

On March 16, 1999 personally appeared before me, a Notary Public, Harold
Kaufman, Jr., President and Conrad C. Lysiak, Assistant Secretary, of
Professional Perceptions, Inc. who acknowledged that they executed the above
instrument.

/s/ JUDY TERESE LYSIAK
-------------------------------------------------
Notary Public, residing in Washington at Spokane.

My Commission Expires:

October 9, 2002

<PAGE> 2

ARTICLES OF INCORPORATION

PROFESSIONAL PERCEPTIONS, INC.

* * * * *

FIRST

The name of the corporation is PROFESSIONAL PERCEPTIONS, INC.

SECOND

Its principal office in the state of Nevada is located at 1 East First
Street, Suite 1411, Reno, Nevada 89501. The name and address of its resident
agent is The Corporation Trust Company of Nevada, 1 East First Street, Suite
1411, Reno, Nevada 89501.

THIRD

The purpose or purposes for which the corporation is organized:

To engage in and carry on any lawful business activity or trade, and
any activities necessary, convenient, or desirable to accomplish such
purposes, not forbidden by law or by these articles of incorporation.

FOURTH

The amount of the total authorized capital stock of the corporation is One
Thousand Dollars ($1,000.00) consisting of One Hundred Million (100,000,000)
shares of common stock of the par value of $0.00001 each.

FIFTH

The governing board of this corporation shall be known as directors, and
the number of directors may from time to time be increased or decreased in such
manner as shall be provided by the bylaws of this corporation.

The names and addresses of the initial three members of the board of
directors are:

<PAGE> 3
NAME POST-OFFICE ADDRESS
- ---- -------------------
1. Harold Kaufman, Jr. 2801 South Madison
Spokane, Washington 99203

2. Gary Littler 1025 Ocean Avenue
Santa Monica, California 90403

3. Doris Ruff 2001 Yacht Vindex
Newport Beach, California 92660

The number of members of the Board of Directors shall not be less than
three nor more than thirteen.

SIXTH

The capital stock, after the amount of the subscription price, or par
value, has been paid in, shall not be subject to assessment to pay the debts of
the corporation.

SEVENTH

The name and addresses of each of the incorporators signing the Articles
of Incorporation are as follows:

NAME POST-OFFICE ADDRESS
---- -------------------
Conrad C. Lysiak 601 West First Avenue
Suite 503
Spokane, Washington 99204

EIGHTH

The corporation is to have perpetual existence.

NINTH

In furtherance, and not in limitation of the powers conferred by statute,
the board of directors is expressly authorized:

Subject to the bylaws, if any, adopted by the stockholders, to make, alter
or amend the bylaws of the corporation.

To fix the amount to be reserved as working capital over and above its
capital stock paid in, to authorize and cause to be executed mortgages and
liens upon the real and personal property of this corporation.

<PAGE> 4
By resolution passed by a majority of the whole board, to designate one
(1) or more committees, each committee to consist of one (1) or more of the
directors of the corporation, which, to the extent provided in the resolution
or in the bylaws of the corporation, shall have and may exercise the powers of
the board of directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be affixed to all
papers which may require it. Such committee or committees shall have such name
or names as may be stated in the bylaws of the corporation or as may be
determined from time to time by resolution adopted by the board of directors.

When and as authorized by the affirmative vote of stockholders holding
stock entitling them to exercise at least a majority of the voting power given
at a stockholders' meeting called for that purpose, or when authorized by the
written consent of the holders of at least a majority of the voting stock
issued and outstanding, the board of directors shall have power and authority
at any meeting to sell, lease or exchange all of the property and assets of the
corporation, including its good will and its corporate franchises, upon such
terms and conditions as its board of directors deem expedient and for the best
interests of the corporation.

TENTH

Meeting of stockholders may be held outside the State of Nevada, if the
bylaws so provide. The books of the corporation may be kept (subject to any
provision contained in the statutes) outside the State of Nevada at such place
or places as may be designated from time to time by the board of directors or
in the bylaws of the corporation.

ELEVENTH

This corporation reserves the right to amend alter, change or repeal any
provision contained in the Articles of Incorporation, in the manner now or
hereafter prescribed by statute, or by the Articles of Incorporation, and all
rights conferred upon stockholders herein are granted subject to this
reservation.

TWELFTH

The corporation shall indemnify its officers, directors, employees and
agents to the full extent permitted by the laws of the State of Nevada.
<PAGE> 5
I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Nevada, do make and file these Articles of Incorporation, hereby
declaring and certifying that the facts herein stated are true, and accordingly
have hereunto set my hand this 12th day of December, 1997.

/s/ CONRAD C. LYSIAK
--------------------------------------
CONRAD C. LYSIAK

STATE OF WASHINGTON )
)
COUNTY OF SPOKANE )

On this 12th day of December, 1997, before me, a Notary Public,
personally appeared CONRAD C. LYSIAK, who severally acknowledged that he
executed the above instrument.

/s/ JUDY TERESE LYSIAK
--------------------------------------
Notary Public, residing in the State
of Washington, residing in Spokane

My Commission Expires:

October 9, 1998

<PAGE> 1
EXHIBIT 3.2

BYLAWS

JagNotes.com, Inc

I. SHAREHOLDER'S MEETING.

.01 ANNUAL MEETINGS.

The annual meeting of the shareholders of this Corporation, for the
purpose of election of Directors and for such other business as may come
before it, shall be held at the registered office of the Corporation, or
such other places, either within or without the State of Nevada, as may be
designated by the notice of the meeting, on the third week in December of
each and every year, at 1:00 p.m., commencing in 1998, but in case such
day shall be a legal holiday, the meeting shall be held at the same hour
and place on the next succeeding day not a holiday.

.02 SPECIAL MEETING.

Special meetings of the shareholders of this Corporation may be called at
any time by the holders of ten percent (10%) of the voting shares of the
Corporation, or by the President, or by the Board of Directors or a
majority thereof. No business shall be transacted at any special meeting
of shareholders except as is specified in the notice calling for said
meeting. The Board of Directors may designate any place, either within or
without the State of Nevada, as the place of any special meeting called by
the president or the Board of Directors, and special meetings called at
the request of shareholders shall be held at such place in the State of
Nevada, as may be determined by the Board of Directors and placed in the
notice of such meeting.

.03 NOTICE OF MEETING.

Written notice of annual or special meetings of shareholders stating the
place, day, and hour of the meeting and, in the case of a special meeting,
the purpose or purposes for which the meeting is called shall be given by
the secretary or persons authorized to call the meeting to each
shareholder of record entitled to vote at the meeting. Such notice shall
be given not less than ten (10) nor more than fifty (50) days prior to the
date of the meeting, and such notice shall be deemed to be delivered when
deposited in the United States mail addressed to the shareholder at
his/her address as it appears on the stock transfer books of the
Corporation.

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<PAGE> 2
.04 WAIVER OF NOTICE.

Notice of the time, place, and purpose of any meeting may be waived in
writing and will be waived by any shareholder by his/her attendance
thereat in person or by proxy. Any shareholder so waiving shall be bound
by the proceedings of any such meeting in all respects as if due notice
thereof had been given.

.05 QUORUM AND ADJOURNED MEETINGS.

A majority of the outstanding shares of the Corporation entitled to vote,
represented in person or by proxy, shall constitute a quorum at a meeting
of shareholders. A majority of the shares represented at a meeting, even
if less than a quorum, may adjourn the meeting from time to time without
further notice. At such adjourned meeting at which a quorum shall be
present or represented, any business may be transacted which might have
been transacted at the meeting as originally notified. The shareholders
present at a duly organized meeting may continue to transact business
until adjournment, notwithstanding the withdrawal of enough shareholders
to leave less than a quorum.

.06 PROXIES.

At all meetings of shareholders, a shareholder may vote by proxy executed
in writing by the shareholder or by his/her duly authorized attorney in
fact. Such proxy shall be filed with the secretary of the Corporation
before or at the time of the meeting. No proxy shall be valid after eleven
(11) months from the date of its execution, unless otherwise provided in
the proxy.

.07 VOTING OF SHARES.

Except as otherwise provided in the Articles of Incorporation or in these
Bylaws, every shareholder of record shall have the right at every
shareholder's meeting to one (1) vote for every share standing in his/her
name on the books of the Corporation, and the affirmative vote of a
majority of the shares represented at a meeting and entitled to vote
thereat shall be necessary for the adoption of a motion or for the
determination of all questions and business which shall come before the
meeting.

II. DIRECTORS.

.01 GENERAL POWERS.

The business and affairs of the Corporation shall be managed by its Board
of Directors.

<PAGE> 3
.02 NUMBER, TENURE AND QUALIFICATIONS.

The number of Directors of the Corporation shall be not less than one nor
more than five. Each Director shall hold office until the next annual
meeting of shareholders and until his/her successor shall have been elected
and qualified. Directors need not be residents of the State of Nevada or
shareholders of the Corporation.

.03 ELECTION.

The Directors shall be elected by the shareholders at their annual meeting
each year; and if, for any cause the Directors shall not have been elected
at an annual meeting, they may be elected at a special meeting of
shareholders called for that purpose in the manner provided by these
Bylaws.

.04 VACANCIES.

In case of any vacancy in the Board of Directors, the remaining Director,
whether constituting a quorum or not, may elect a successor to hold office
for the unexpired portion of the terms of the Director whose place shall be
vacant, and until his/her successor shall have been duly elected and
qualified.

.05 RESIGNATION.

Any Director may resign at any time by delivering written notice to the
secretary of the Corporation.

.06 MEETINGS.

At any annual, special or regular meeting of the Board of Directors, any
business may be transacted, and the Board may exercise all of its powers.
Any such annual, special or regular meeting of the Board of Directors of
the Corporation may be held outside of the State of Nevada, and any member
or members of the Board of Directors of the Corporation may participate in
any such meeting by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other at the same time; the participation by such
means shall constitute presence in person at such meeting.

A. Annual Meeting of Directors.

Annual meetings of the Board of Directors shall be held immediately
after the annual shareholders' meeting or at such time and place as
may be determined by the Directors. No notice of the annual meeting of
the Board of Directors shall be necessary.

3
<PAGE> 4

B. Special Meetings.

Special meetings of the Directors shall be called at any time and place
upon the call of the president or any Director. Notice of the time and
place of each special meeting shall be given by the secretary, or the
persons calling the meeting, by mail, radio, telegram, or by personal
communication by telephone or otherwise at least one (1) day in advance
of the time of the meeting. The purpose of the meeting need not be given
in the notice. Notice of any special meeting may be waived in writing or
by telegram (either before or after such meeting) and will be waived by
any Director in attendance at such meeting.

C. Regular Meetings of Directors.

Regular meetings of the Board of Directors shall be held at such place
and on such day and hour as shall from time to time be fixed by
resolution of the Board of Directors. No notice of regular meetings of
the Board of Directors shall be necessary.

.07 QUORUM AND VOTING.

A majority of the Directors presently in office shall constitute a quorum for
all purposes, but a lesser number may adjourn any meeting, and the meeting may
be held as adjourned without further notice. At each meeting of the Board at
which a quorum is present, the act of a majority of the Directors present at
the meeting shall be the act of the Board of Directors. The Directors present
at a duly organized meeting may continue to transact business until
adjournment, notwithstanding the withdrawal of enough Directors to leave less
than a quorum.

.08 COMPENSATION.

By resolution of the Board of Directors, the Directors may be paid their
expenses, if any, of attendance at each meeting of the Board of Directors and
may be paid a fixed sum for attendance at each meeting of the Board of
Directors or a stated salary as Director. No such payment shall preclude any
Director from serving the Corporation in any other capacity and receiving
compensation therefor.

.09 PRESUMPTION OF ASSENT.

A Director of the Corporation who is present at a meeting of the Board of
Directors at which action on any corporate matter is taken shall be presumed to
have assented to the action taken unless his/her dissent shall be entered in
the minutes of the meeting or unless he/she shall file his/her written dissent
to such action with the person acting as the

4
<PAGE> 5

secretary of the meeting before the adjournment thereof or shall forward
such dissent by registered mail to the secretary of the Corporation
immediately after the adjournment of the meeting. Such right to dissent
shall not apply to a Director who voted in favor of such action.

.10 EXECUTIVE AND OTHER COMMITTEES.

The Board of Directors, by resolution adopted by a majority of the full
Board of Directors, may designate from among its members an executive
committee and one or more other committees, each of which, to the extent
provided in such resolution, shall have and may exercise all the
authority of the Board of Directors, but no such committee shall have the
authority of the Board of Directors, in reference to amending the
Articles of Incorporation, adoption a plan of merger or consolidation,
recommending to the shareholders the sale, lease, exchange, or other
disposition of all or substantially all the property and assets of the
dissolution of the Corporation or a revocation thereof, designation of
any such committee and the delegation thereto of authority shall not
operate to relieve any member of the Board of Directors of any
responsibility imposed by law.

.11 CHAIRMAN OF BOARD OF DIRECTORS.

The Board of Directors may, in its discretion, elect a chairman of the
Board of Directors from its members; and, if a chairman has been elected,
he/she shall, when present, preside at all meetings of the Board of
Directors and the shareholders and shall have such other powers as the
Board may prescribe.

.12 REMOVAL.

Directors may be removed from office with or without cause by a vote of
shareholders holding a majority of the shares entitled to vote at an
election of Directors.

III. ACTIONS BY WRITTEN CONSENT.

Any corporate action required by the Articles of Incorporation, Bylaws, or the
laws under which this Corporation is formed, to be voted upon or approved at a
duly called meeting of the Directors or shareholders may be accomplished
without a meeting if a written memorandum of the respective Directors or
shareholders, setting forth the action so taken, shall be signed by all the
Directors or shareholders, as the case may be.

5
<PAGE> 6

IV. OFFICERS.

.01 OFFICERS DESIGNATED.

The Officers of the Corporation shall be a president, one or more vice
presidents (the number thereof to be determined by the Board of
Directors), a secretary and a treasurer, each of whom shall be elected by
the Board of Directors. Such other Officers and assistant officers as may
be deemed necessary may be elected or appointed by the Board of Directors.
Any Officer may be held by the same person, except that in the event that
the Corporation shall have more than one director, the offices of
president and secretary shall be held by different persons.

.02 ELECTION, QUALIFICATION AND TERM OF OFFICE.

Each of the Officers shall be elected by the Board of Directors. None of
said Officers except the president need be a Director, but a vice president
who is not a Director cannot succeed to or fill the office of president.
The Officers shall be elected by the Board of Directors. Except as
hereinafter provide, each of said Officers shall hold office from the date
of his/her election until the next annual meeting of the Board of Directors
and until his/her successor shall have been duly elected and qualified.

.03 POWERS AND DUTIES.

The powers and duties of the respective corporate Officers shall be as
follows:

A. President.

The president shall be the chief executive Officer of the Corporation
and, subject to the direction and control of the Board of Directors,
shall have general charge and supervision over its property,
business, and affairs. He/she shall, unless a Chairman of the Board
of Directors has been elected and is present, preside at meetings of
the shareholders and the Board of Directors.

B. Vice President.

In the absence of the president or his/her inability to act, the
senior vice president shall act in his place and stead and shall have
all the powers and authority of the president, except as limited by
resolution of the Board of Directors.

<PAGE> 7
C. Secretary.

The secretary shall:

1. Keep the minutes of the shareholder's and of the Board of Directors
meetings in one or more books provided for that purpose;

2. See that all notices are duly given in accordance with the provisions
of these Bylaws or as required by law;

3. Be custodian of the corporate records and of the seal of the
Corporation and affix the seal of the Corporation to all documents as
may be required;

4. Keep a register of the post office address of each shareholder which
shall be furnished to the secretary by such shareholder;

5. Sign with the president, or a vice president, certificates for shares
of the Corporation, the issuance of which shall have been authorized by
resolution of the Board of Directors;

6. Have general charge of the stock transfer books of the corporation;
and,

7. In general perform all duties incident to the office of secretary and
such other duties as from time to time may be assigned to him/her by
the president or by the Board of Directors.

D. Treasurer.

Subject to the direction and control of the Board of Directors, the treasurer
shall have the custody, control and disposition of the funds and securities of
the Corporation and shall account for the same; and, at the expiration of
his/her term of office, he/she shall turn over to his/her successor all property
of the Corporation in his/her possession.

E. Assistant Secretaries and Assistant Treasurers.

The assistant secretaries, when authorized by the Board of Directors, may sign
with the president or a vice president certificates for shares of the
Corporation the issuance of which shall have been authorized by a resolution of
the Board of Directors. The assistant treasurers shall, respectively, if
required by the Board of Directors, give bonds for the faithful discharge of
their duties in such sums and with such sureties as the Board of Directors
shall determine. The assistant

7
<PAGE> 8
secretaries and assistant treasurers, in general, shall perform such
duties as shall be assigned to them by the secretary or the treasurer,
respectively, or by the president or the Board of Directors.

.04 REMOVAL.

The Board of Directors shall have the right to remove any Officer whenever
in its judgment the best interest of the Corporation will be served
thereby.

.05 VACANCIES.

The Board of Directors shall fill any office which becomes vacant with a
successor who shall hold office for the unexpired term and until his/her
successor shall have been duly elected and qualified.

.06 SALARIES.

The salaries of all Officers of the Corporation shall be fixed by the Board
of Directors.

V. SHARE CERTIFICATES

.01 FORM AND EXECUTION OF CERTIFICATES.

Certificates for shares of the Corporation shall be in such form as is
consistent with the provisions of the Corporation laws of the State of
Nevada. They shall be signed by the president and by the secretary, and
the seal of the Corporation shall be affixed thereto. Certificates may be
issued for fractional shares.

.02 TRANSFERS.

Shares may be transferred by delivery of the certificates therefor,
accompanied either by an assignment in writing on the back of the
certificates or by a written power of attorney to assign and transfer the
same signed by the record holder of the certificate. Except as otherwise
specifically provided in these Bylaws, no shares shall be transferred on
the books of the Corporation until the outstanding certificate therefor
has been surrendered to the Corporation.

.03 LOSS OR DESTRUCTION OF CERTIFICATES.

In case of loss or destruction of any certificate of shares, another may
be issued in its place upon proof of such loss or destruction and upon the
giving of a satisfactory bond of indemnity to the Corporation. A new
certificate may be issued without requiring any bond, when in the judgment
of the Board of Directors it is proper to do so.

<PAGE> 9

VI. BOOKS AND RECORDS.

.01 BOOKS OF ACCOUNTS, MINUTES AND SHARE REGISTER.

The Corporation shall keep complete books and records of accounts and
minutes of the proceedings of the Board of Directors and shareholders and
shall keep at its registered office, principal place of business, or at
the office of its transfer agent or registrar a share register giving the
names of the shareholders in alphabetical order and showing their
respective addresses and the number of shares held by each.

.02 COPIES OF RESOLUTIONS.

Any person dealing with the Corporation may rely upon a copy of any of the
records of the proceedings, resolutions, or votes of the Board of
Directors or shareholders, when certified by the president or secretary.

VII. CORPORATE SEAL.

The following is an impression of the corporate seal of this Corporation:

VIII. LOANS.

Generally, no loans shall be made by the Corporation to its Officers or
Directors, unless first approved by the holder of two-third of the voting
shares, and no loans shall be made by the Corporation secured by its shares.
Loans shall be permitted to be made to Officers, Directors and employees of the
Company for moving expenses, including the cost of procuring housing. Such
loans shall be limited to $25,000.00 per individual upon unanimous consent of
the Board of Directors.

9
<PAGE> 10

IX. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

.01 INDEMNIFICATION.

The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right
of the Corporation) by reason of the fact that such person is or was a
Director, Trustee, Officer, employee or agent of the Corporation, or is or
was serving at the request of the Corporation as a Director, Trustee,
Officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgment, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding if such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the
Corporation, and with respect to any criminal action or proceeding, had no
reasonable cause to believe such person's conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which such person reasonably
believed to be in or not opposed to the best interests of the Corporation,
and with respect to any criminal action proceeding, had reasonable cause
to believe that such person's conduct was unlawful.

.02 DERIVATIVE ACTION.

The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the Corporation to procure a judgment
in the Corporation's favor by reason of the fact that such person is or
was a Director, Trustee, Officer, employee or agent of the Corporation, or
is or was serving at the request of the Corporation as a Director,
Trustee, Officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including
attorney's fees) and amount paid in settlement actually and reasonably
incurred by such person in connection with the defense or settlement of
such action or suit if such person acted in good faith and in a manner
such person reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to amounts paid in
settlement, the settlement of the suit or action was in the best interests
of the Corporation; provided, however, that no indemnification shall be
made in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable for gross negligence or willful
misconduct in the performance of such person's duty to the Corporation
unless and only to the extent that, the court in which such action or suit
was brought shall determine upon application that, despite circumstances
of the case, such person is fairly and reasonably entitled to indemnity
for such expenses as such court shall deem proper. The termination of any
action or suit by judgment or settlement shall not, of itself, create a
presumption that the person did not act in good faith and in a manner
which such person reasonably believed to be in or not opposed to the best
interests of the Corporation.

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<PAGE> 11
.03 SUCCESSFUL DEFENSE.

To the extent that a Director, Trustee, Officer, employee or Agent of the
Corporation has been successful on the merits or otherwise, in whole or in part
in defense of any action, suit or proceeding referred to in Paragraphs .01 and
.02 above, or in defense of any claim, issue or matter therein, such person
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith.

.04 AUTHORIZATION.

Any indemnification under Paragraphs .01 and .02 above (unless ordered by a
court) shall be made by the Corporation only as authorized in the specific case
upon a determination that indemnification of the Director, Trustee, Officer,
employee or agent is proper in the circumstances because such person has met
the applicable standard of conduct set forth in Paragraphs .01 and .02 above.
Such determination shall be made (a) by the Board of Directors of the
Corporation by a majority vote of a quorum consisting of Directors, who were
not parties to such action, suit or proceeding, or (b) is such a quorum is not
obtainable, by a majority vote of the Directors who were not parties to such
action, suit or proceeding, or (c) by independent legal counsel (selected by
one or more of the Directors, whether or not a quorum and whether or not
disinterested) in a written opinion, or (d) by the Shareholders. Anyone making
such a determination under this Paragraph .04 may determine that a person has
met the standards therein set forth as to some claims, issues or matters but
not as to others, and may reasonably prorate amounts to be paid as
indemnification.

.05 ADVANCES.

Expenses incurred in defending civil or criminal action, suit or proceeding
shall be paid by the Corporation, at any time or from time to time in advance of
the final disposition of such action, suit or proceeding as authorized in the
manner provided in Paragraph .04 above upon receipt of an undertaking by or on
behalf of the Director, Trustee, Officer, employee or agent to repay such
amount unless it shall ultimately be by the Corporation is authorized in this
Section.

.06 NONEXCLUSIVITY.

The indemnification provided in this Section shall not be deemed exclusive of
any other rights to which those indemnified may be entitled under any law,
bylaw, agreement, vote of shareholders or disinterested Directors or otherwise,
both as to action in such person's official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a Director, Trustee, Officer, employee or agent and shall
inure to the benefit of heirs, executors, and administrators of such a person.

11
<PAGE> 12
.07 INSURANCE.

The Corporation shall have the power to purchase and maintain insurance on
behalf of any person who is or was a Director, Trustee, Officer, employee
or agent of the Corporation, or is or was serving at the request of the
Corporation as a Director, Trustee, Officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
any liability assessed against such person in any such capacity or arising
out of such person's status as such, whether or not the corporation would
have the power to indemnify such person against such liability.

.08 "CORPORATION" DEFINED.

For purposes of this Section, references to the "Corporation" shall
include, in addition to the Corporation, an constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had the
power and authority to indemnify its Directors, Trustees, Officers,
employees or agents, so that any person who is or was a Director, Trustee,
Officer, employee or agent of such constituent corporation or of any entity
a majority of the voting stock of which is owned by such constituent
corporation or is or was serving at the request of such constituent
corporation as a Director, Trustee, Officer, employee or agent of the
corporation, partnership, joint venture, trust or other enterprise, shall
stand in the same position under the provisions of this Section with
respect to the resulting or surviving Corporation as such person would have
with respect to such constituent corporation if its separate existence had
continued.

X. AMENDMENT OF BYLAWS.

.01 BY THE SHAREHOLDERS.

These Bylaws may be amended, altered, or repealed at any regular or special
meeting of the shareholders if notice of the proposed alteration or
amendment is contained in the notice of the meeting.

.02 BY THE BOARD OF DIRECTORS.

These Bylaws may be amended, altered, or repealed by the affirmative vote
of a majority of the entire Board of Directors at any regular or special
meeting of the Board.

XI. FISCAL YEAR.

The fiscal year of the Corporation shall be set by resolution of the Board of
Directors.

<PAGE> 13
XII. RULES OF ORDER.

The rules contained in the most recent edition of Robert's Rules of
Order, Newly Revised, shall govern all meetings of shareholders and
Directors where those rules are not inconsistent with the Articles of
Incorporation, Bylaws, or special rules or order of the Corporation.

XIII. REIMBURSEMENT OF DISALLOWED EXPENSES.

If any salary, payment, reimbursement, employee fringe benefit, expense
allowance payment, or other expense incurred by the Corporation for the
benefit of an employee is disallowed in whole or in part as a deductible
expense of the Corporation for Federal Income Tax purposes, the employee
shall reimburse the Corporation, upon notice and demand, to the full
extent of the disallowance. This legally enforceable obligation is in
accordance with the provisions of Revenue Ruling 69-115, 1969-1 C.B. 50,
and is for the purpose of entitling such employee to a business expense
deduction for the taxable year in which the repayment is made to the
Corporation. In this manner, the Corporation shall be protected from
having to bear the entire burden of disallowed expense items.

<PAGE> 1
EXHIBIT 23.1

CONSENT OF CERTIFIED PUBLIC ACCOUNTANT

I hereby consent to the reference to Stephen R. Russo, CPA under the
captions "Experts," "Summary Financial Data" and "Selected Financial Data," and
to the use of my report dated October 12,1998 with respect to the financial
statements of JagNotes.com Inc. and Subsidiary (formerly NewJag, Inc.), included
in Amendment No. 1 to JagNotes.com Inc's Registration Statement on Form SB-2
filed on the date hereof and the related Prospectus.

STEPHEN R. RUSSO, CPA

Manasquan, New Jersey
September 30, 1999

<PAGE> 1
EXHIBIT 99

ARTICLES OF MERGER

NEW JAG, INC.

into

JAGNOTES.COM INC.

FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA

AUG 04 1998

No. C28303-97
/s/ DEAN HELLER
DEAN HELLER, SECRETARY OF STATE

FIRST: JagNotes.com Inc. (hereinafter referred to as the "parent entity"),
an entity organized under the laws of the State of Nevada, owns all of the
outstanding shares of Common Stock of New Jag, Inc. (hereinafter referred to as
the "subsidiary entity"), an entity organized under the laws of the State of
New Jersey, the laws of which permit this merger.

SECOND: A plan of merger was adopted by the Board of Directors of each of
the parent entity and the subsidiary entity pursuant to which the subsidiary
entity is to be merged into the parent entity with the parent entity being the
surviving corporation.

THIRD: Approval of the shareholders of the parent entity was not required
under the laws of Nevada and New Jersey, and approval of the sole shareholder
of the subsidiary entity was obtained.

FOURTH: The certificate of incorporation of the parent entity in effect
immediately prior to the merger shall be the certificate of incorporation of
the surviving corporation following the merger.

FIFTH: The complete executed plan of merger is on file at the place of
business of the parent entity located at 2421 Atlantic Avenue, Suite 103,
Manasquan, New Jersey 08736, and a copy of the plan will be furnished by the
parent entity, on request and without cost, to any owners of any entity which
is a party of this merger.

IN WITNESS WHEREOF, JagNotes.com Inc. has caused these Articles of Merger
to be signed by its President and Secretary, as of this 29th day of July, 1999.

JAGNOTES.COM INC.

By: /s/ [SIGNATURE ILLEGIBLE]
-------------------------------------
Its: President

By: /s/ [SIGNATURE ILLEGIBLE]
-------------------------------------
Its: Secretary

<PAGE> 2
FILED STATE OF NEVADA TELEPHONE (702)687-5303
IN THE OFFICE OF THE OFFICE OF THE SECRETARY FAX (702) 687-3471
SECRETARY OF STATE OF THE OF STATE
STATE OF NEVADA 101 NORTH CARSON ST., STE. 3
CARSON CITY, NEVADA 89701-4786

AUG 20 1999
No. C28303-97
/s/ DEAN HELLER
DEAN HELLER, SECRETARY OF STATE

CERTIFICATE OF CORRECTION
(PURSUANT TO NRS 78,0295 AND 80,007)

1. The name of the corporation for which correction is being made:

JAGNotes.com Inc.

2. Description of the original document for which correction is being made:

Articles of Merger of New Jag. Inc. with and into JagNotes.com Inc.

3. Filing date of the original document: August 4, 1999.

4. Description of the incorrect statement and the reason it is incorrect or
the manner in which the execution or other authentication was defective:

All references to New Jag. Inc., the wholly-owned subsidiary of
JagNotes.com Inc. which merged into JagNotes.com Inc. should be revised
reflect a change of name from New Jag, Inc. to Jag Notes, Inc. which
occurred on December 14, 1993, pursuant to a Certificate of Merger of Jag
Notes, Inc. with and into New Jag, Inc. as filed by the Secretary of State
of the State of New Jersey on such date.

5. Correction of the incorrect statement or defective execution or
authentication:

(1) The title of the Articles of Merger is hereby amended such that the
corporate name New Jag, Inc. is replaced by the name Jag Notes, Inc.

(2) Article First of the Articles of Merger is hereby amended such that
the corporate name New Jag, Inc. is replaced by the name Jag Notes,
Inc.

6. Signature:

/s/ [SIGNATURE ILLEGIBLE] Executive Vice President 8/9/99
---------------------- ------------------------ ------
Signature of corporate Title of Officer Date
officer