<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 12b-25
Commission File Number 000-28761
NOTIFICATION OF LATE FILING
(Check One): / / Form 10-K / / Form 11-K / / Form 20-F
/X/ Form 10-Q / / Form N-SAR
For Period Ended: Fiscal Quarter ended April 30, 2000
--------------------------------------------------------
/ / Transition Report on Form 10-K / / Transition Report on Form 10-Q
/ / Transition Report on Form 20-F / / Transition Report on Form N-SAR
/ / Transition Report on Form 11-K
For the Transition Period Ended:
------------------------------------------
Read attached instruction sheet before preparing form. Please print or
type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates:
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
PART I
REGISTRANT INFORMATION
Full name of Registrant JagNotes.com Inc.
---------------------------------------------------------
Former name if applicable
-------------------------------------------------------
Address of principal executive office
(Street and Number) 1415 Wyckoff Road, 2nd Floor
----------------------------------------------------------
City, state and zip code Farmingdale, New Jersey 07727
--------------------------------------------------------
PART II
RULE 12b-25 (b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate.)
<PAGE>
(a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
|X| (b) the subject annual report, semi-annual report, transition report
on Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof will be
filed on or before the 15th calendar day following the prescribed
due date; or the subject quarterly report or transition report on
Form 10-Q or portion thereof will be filed on or before the fifth
calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F,
10-Q, N-SAR or the transition report portion thereof could not be filed within
the prescribed time period. (Attach extra sheets if needed).
Registrant requires additional time to complete certain disclosure
information necessary to accurately complete Form 10-QSB for the period ending
April 30, 2000. Registrant has entered into several contractual obligations and
requires more time to ensure that such contracts are properly accounted for
under generally accepted accounting principles. Registrant will file such report
on or before June 19, 2000.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Gary Valinoti 732 919-0078
-----------------------------------------------------------------------
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
/X/ Yes / / No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
/X/ Yes / / No
If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
The Registrant anticipates a loss from operations of approximately
$4,500,000 and $9,600,000 for the three and nine months ended April 30, 2000 as
compared to losses of $69,000 and $42,000 during the comparable periods ending
April 30, 1999. The primary reason for the increase is professional fees,
business travel and consulting services associated with building the
Registrant's infrastructure both domestically and abroad as well as the
significant increase in the compensation to its commentators.
<PAGE>
JagNotes.com Inc.
--------------------------------------------------------------------------------
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date June 14, 2000 By /s/ Gary Valinoti
-------------------------- -------------------------------------
Name: Gary Valinoti
Title: President & CEO
