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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
JagNotes.com Inc.
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(Name of Issuer)
Common Stock, par value $0.00001 per share
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(Title of Class of Securities)
47008C106
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(CUSIP Number)
Thomas J. Mazzarisi, Esq.
Executive Vice President and General Counsel
JagNotes.com Inc.
1200 N. Federal Highway, Suite 200
Boca Raton, Florida 33432
Tel: (561) 447-8248
Fax: (561) 447-8247
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 14, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), (f) or (g), check the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the Schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 47008C106 SCHEDULE 13D
_______________________________________________________________________________
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Gary Valinoti
______________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
______________________________________________________________________________
3 SEC USE ONLY
______________________________________________________________________________
4 SOURCE OF FUNDS
PF
______________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
______________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
_______________________________________________________________________________
| |
NUMBER OF | 7 | SOLE VOTING POWER
SHARES | | 3,275,000
BENEFICIALLY |_____|________________________________________________________
OWNED BY | |
EACH | 8 | SHARED VOTING POWER
REPORTING | | 444,500
PERSON WITH |_____|________________________________________________________
| |
| 9 | SOLE DISPOSITIVE POWER
| | 3,275,000
|_____|________________________________________________________
| |
| 10 | SHARED DISPOSITIVE POWER
| | 444,500
_______________|_____|_________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,719,500
______________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
______________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
20.8%
______________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
_____________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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STATEMENT PURSUANT TO RULE 13d-1
OF THE GENERAL RULES AND REGULATIONS
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
Item 1. Security and Issuer.
The class of equity securities to which this statement relates is the
common stock ("Common Stock"), $0.00001 par value per share, of JagNotes.com
Inc., a Nevada corporation (the "Company"). The principal executive offices of
the Company are located at 226 West 26th Street, Studio D, New York, New York
10001.
Item 2. Identity and Background.
This Schedule 13D is being filed on behalf of Gary Valinoti, Chief
Executive Officer, President and a director of the Company. The business address
of Mr. Valinoti is c/o JagNotes.com Inc., 226 West 26th Street, Studio D, New
York, New York 10001. Mr. Valinoti is a United States citizen.
During the past five (5) years, Mr. Valinoti has not been (i) convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors)
or (ii) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to United States federal or state securities
laws or finding of any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
In March 1999, New Jag, Inc., a New Jersey corporation ("New Jag"), was
acquired by Professional Perceptions, Inc., the Company's predecessor ("PPC").
Pursuant to the terms and conditions of an Agreement and Plan of Reorganization,
dated as of March 16, 1999, by and among PPC, New Jag, Mr. Kaufman (the
principal stockholder of PPC) and the stockholders of New Jag (including Mr.
Valinoti), each share of common stock of New Jag was exchanged for shares of
Common Stock. In connection with this transaction, Mr. Valinoti was issued
1,175,275 shares of Common Stock. The issuance of the Common Stock to Mr.
Valinoti was exempt from registration under the Securities Act of 1933, as
amended, pursuant to Section 4(2) thereof and Regulation D promulgated
thereunder.
Also in March 1999, Mr. Valinoti used personal funds to purchase the
additional shares of Common Stock that he owns in private transactions at prices
ranging from $0.08 to $0.13 per share for total cash consideration of
approximately $179,000.
Item 4. Purpose of Transaction.
Because Mr. Valinoti acquired his shares of Common Stock in
acquisitions prior to the Company registering its Common Stock under the
Securities Exchange Act of 1934, as amended, Mr. Valinoti has not previously
been required to file a Statement on Schedule 13D with the Securities and
Exchange Commission (the "SEC").
On December 14, 2000, Mr. Valinoti entered into a three-year employment
agreement with the Company, a copy of which is attached hereto as Exhibit 1 and
incorporated herein by reference (the "Employment Agreement"). Pursuant to the
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terms and conditions of the Employment Agreement, the Company granted to Mr.
Valinoti options to purchase an aggregate of 900,000 shares of Common Stock,
exercisable at a price of $0.25 per share ("Valinoti Options"). Of the Valinoti
options, 400,000 options vested on December 14, 2000 upon the execution of the
Employment Agreement, 250,000 options will become exercisable on January 1, 2001
and an additional 250,000 options will become exercisable on June 1, 2001. The
Valinoti Options are subject to the terms and conditions of the Company's 1999
Long-Term Incentive Plan, as amended, and may be exercised, in whole or in part,
on a cashless basis by Mr. Valinoti.
Item 5. Interest in Securities of the Issuer.
The information set forth in Items 7-13 of the cover sheet filed
herewith is incorporated by reference in response to this Item.
(a) Based on the Quarterly Report on Form 10-QSB of the Company for the
period ended October 31, 2000, as of December 17, 2000, there were 17,223,425
shares of Common Stock outstanding. Mr. Valinoti may be deemed to beneficially
own 3,719,500 shares of Common Stock (including 444,500 shares of Common Stock
owned by Mr. Valinoti's wife, Cathleen Valinoti, and 650,000 shares of Common
Stock issuable upon the exercise of stock options), representing approximately
20.8% of the Common Stock outstanding as of December 17, 2000.
(b) Number of shares as to which person filing statement has:
(i) Sole power to vote or to direct the vote: 3,275,500
shares of Common Stock.
(ii) Shared power to vote or to direct the vote: 444,500
shares of Common Stock.
(iii) Sole power to dispose or to direct the disposition
of: 3,275,500 shares of Common Stock.
(iv) Shared power to dispose or to direct the disposition
of: 444,500 shares of Common Stock.
(c) On December 14, 2000, the Company granted Mr. Valinoti options to
acquire up to 900,000 shares of Common Stock at a price of $0.25 per share,
pursuant to the terms and conditions of the Employment Agreement. As of the date
hereof, Mr. Valinoti may be deemed to beneficially own 650,000 shares of Common
Stock issuable upon exercise of the Valinoti Options.
(d) None.
(e) Not applicable.
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Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
With the exception of the Employment Agreement and a Lock-Up Agreement,
dated as of June 14, 2000, by and between Mr. Valinoti and CALP II Limited
Partnership, a copy of which is filed herewith as Exhibit 2 and incorporated
herein by reference, Mr. Valinoti is not a party to any contract, arrangement,
understanding or relationship (legal or otherwise) with any other person with
respect to any securities of the Company, including, but not limited to,
transfer or voting of any of the securities, finder's fees, joint ventures, loan
or option arrangements, puts or calls, guarantees of profits, divisions of
profits or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 - Employment Agreement, dated as of December 14, 2000, by and
between the Company and Gary Valinoti.*
Exhibit 2 - Lock-Up Agreement, dated as of June 14, 2000, by and
between Gary Valinoti and CALP II Limited Partnership.
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* Filed with the SEC as an exhibit to the Company's Quarterly Report on Form
10-QSB on December 20, 2000.
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
hereby certify that the information set forth in this statement is true,
complete and correct.
Date: December 20, 2000 /s/ Gary Valinoti
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Gary Valinoti
