JAGNOTES COM, SB-2/A, 2000-01-04

JAGNOTES COM
SB-2/A, 2000-01-04
BUSINESS SERVICES, NEC

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 4, 2000

REGISTRATION NO. 333-84189

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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

AMENDMENT NO. 3

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.)

1415 Wyckoff Road, 2nd Floor, Farmingdale, New Jersey 07727, (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

1415 Wyckoff Road, Second Floor 3070 Bristol Street, Suite 450
Farmingdale, New Jersey 07727 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.

<PAGE> 2

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. [ ] ____________________

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. [ ]

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
====================================================================================================
Proposed Proposed
Title of each class of maximum maximum
securities to be Amount to be offering price aggregate offering Amount of
registered registered per unit(1) price(1) registration fee
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 2,468,520(2) $7.63(3) $18,834,807(3) $5,462
$.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) 1,838,390 shares presently outstanding, and (b)
630,130 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.

----------

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.

ii
<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>
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>
<S> <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>

iv
<PAGE> 5

Subject to completion, dated January 4, 2000

JAGNOTES.COM INC.

PROSPECTUS

2,468,520 Shares of Common Stock

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

These shares of common stock will be sold from time to time by the
selling stockholders listed on pages 40 and 41. 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 December 28, 1999 were $3.88 and $4.88, 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.

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

The date of this prospectus is ____________, 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 OFFERS 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>
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 21
The Company 22
Management and Executive Compensation 34
Security Ownership of Certain Beneficial Owners and Management 38
Selling Stockholders 40
Plan of Distribution 43
Description of Securities 44
Legal Matters 45
Experts 45
Other Information 46
Index to Financial Statements F-1
</TABLE>

2
<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 1415 Wyckoff Road, Second Floor, Farmingdale, New Jersey
07727 and our telephone number is (732) 292-1800.

3
<PAGE> 8

THE SELLING STOCKHOLDER OFFERING

These shares of common stock will be sold from time to time by the
selling stockholders listed on pages 40 and 41. JagNotes will not receive any of
the proceeds from the sale of these shares.

<TABLE>

<S> <C>
JagNotes.com Inc. common stock outstanding as of
November 30, 1999(1) 13,996,290 shares

Shares offered by the selling stockholders(2) 2,468,520 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
</TABLE>

(1) Does not include 630,130 shares issuable upon the exercise of
outstanding options or warrants held by the selling stockholders or any
shares issuable upon the exercise of any other outstanding options as of
the date of this prospectus.

(2) Includes 630,130 shares issuable upon exercise of options or warrants
held by the selling stockholders as of the date of this prospectus.

4
<PAGE> 9

SUMMARY FINANCIAL DATA

The consolidated statement of operations data for the year ended July
31, 1998 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 year ended
July 31, 1999 and the consolidated balance sheet data as of July 31, 1999 have
been derived from financial statements which have been audited by J.H. Cohn LLP,
independent public accountants, and included elsewhere in this prospectus. The
consolidated statement of operations data for the three months ended October 31,
1999 and 1998 and the consolidated balance sheet data as of October 31, 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 the 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>
Three Months Ended
Fiscal Years Ended July 31, October 31,
--------------------------- -----------
1999 1998 1999 1998
(Unaudited)
<S> <C> <C> <C> <C>
Subscription Revenues $800,716 $932,553 $306,106 $229,268
Net Income (Loss) $(1,028,292) $2,649 $(2,093,992) $13,620
Basic Net Earnings (Loss) per $(.11) $-- $(.15) $--
Share
Basic Weighted Average Common 9,237,693 3,500,000 13,996,290 3,500,000
Shares Outstanding
</TABLE>

CONSOLIDATED BALANCE SHEET DATA

<TABLE>

<CAPTION>
Fiscal Year Ended July 31, 1999 October 31, 1999
------------------------------- ----------------
(Unaudited)
<S> <C> <C>
Total Assets $7,109,241 $5,927,278
Total Liabilities $414,617 $424,236
Stockholders' Equity $6,694,624 $5,503,042
</TABLE>

5
<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 1999. 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 October 31, 1999, we had incurred losses to date of approximately
$3,304,000 and we expect to incur additional losses in fiscal year 2000. 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

6
<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 of Financial Condition and Results of Operations."

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, Richard W. Arms, Jr., Michael Paulenoff,
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.

7
<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:

- an expanded fixed income section providing more commentary and
data on corporate and government bonds;

- additional specialized commentators;

- 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 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 like our JagNotes-Euro.com site;
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 have opened our European web site and
anticipate commencing operations in Latin America and Asia in 2000, 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

9
<PAGE> 14

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 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; Richard W. Arms, Jr.; Michael Paulenoff; Dane C. Andreef; Neil
Bennett; Nicola Horlick; Michael Clarke; Jason Nisse; Stuart Rock; Alan Thomas;
and Valquant, 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

10
<PAGE> 15

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.

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 20). 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.

11
<PAGE> 16

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 4,140,500 shares, or approximately
29.1% 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 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 13,996,290 shares of common stock outstanding on November 30,
1999. Of these, approximately 5,800,000 shares are freely tradeable and
approximately 8,100,000 shares (including 1,838,390 of the shares covered by
this prospectus) are "restricted securities" under Rule 144 of the Securities
Act of 1933. An additional 1,077,630 shares underlying options and warrants
(630,130 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.

In addition to the shares included in this prospectus, approximately
4,000,000 of the currently outstanding restricted securities may be eligible for
resale on or after March, 2000. In addition to the shares underlying the
warrants and options included in this prospectus, up to 447,500 shares
underlying options will be soon eligible for resale from time to time following
their issuance if registered as we currently intend to do. 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.

12
<PAGE> 17

NOTE REGARDING FORWARD LOOKING STATEMENTS

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 liquidity and capital
resources, our subscription and advertising revenues, 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.

13
<PAGE> 18

SELECTED FINANCIAL DATA

CONSOLIDATED STATEMENT OF OPERATIONS DATA

<TABLE>

<CAPTION>
Three Months Ended
Fiscal Years Ended July 31, October 31,
--------------------------- ---------------------------
1999 1998 1999 1998
---- ---- ---- ----
(Unaudited)
<S> <C> <C> <C> <C>
Subscription Revenues $800,716 $932,553 $306,106 $229,268
Net Income (Loss) $(1,028,292) $2,649 $(2,093,992) $13,620
Basic Net Earnings (Loss) per $(.11) $-- $(.15) $--
Share
Basic Weighted Average Common 9,237,693 3,500,000 13,996,290 3,500,000
Shares Outstanding
</TABLE>

CONSOLIDATED BALANCE SHEET DATA

<TABLE>

14
<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

YEAR ENDED JULY 31, 1999 AS COMPARED TO YEAR ENDED JULY 31, 1998

Subscription Revenues:

Subscription revenue is derived from annual, semi-annual, quarterly and
monthly subscriptions relating to our product "JagNotes." JagNotes is a daily
consolidated investment report that summarizes newly issued research, analyst
opinions, upgrades, downgrades and analyst coverage changes from various
investment banks and brokerage houses. Until May 1999, JagNotes was faxed to a
limited audience of financial professionals at an average monthly charge of
$150. During the year ended July 31, 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
decline for the year ended July 31, 1999 of approximately $132,000, or
approximately 75 subscribers, to approximately $801,000, or approximately 430
subscribers, from approximately $933,000, or 505 subscribers for the year ended
July 31, 1998. As part of this transition process, we provided retail
subscriptions to our web site to such financial professionals. We estimate that
approximately 8,500 such subscriptions were in effect as of July 31, 1999. In
addition, at July 31, we had approximately 3,100 new retail subscriptions to our
web site, of which approximately 30% are annual subscriptions. We therefore had
a total of approximately 11,600 subscribers as of July 31, 1999. While we cannot
predict when our revenues will increase, we believe that the decline in revenues
is temporary, as we expect an increase in subscribers due to recently instituted
distribution agreements as well as the recent launch of our European web site.

Cost of Revenues:

Cost of revenues includes the cost to transmit the product over
telephone and fax lines, on-line service charges for our web site, costs in
connection with the development and maintenance of our web site and payments to
commentators for their reports that are posted on the web site. During the year
ended July 31 1999, cost of revenues increased approximately $517,000 to
approximately $629,000 from approximately $112,000 for the year ended July 31,
1998.

The primary cause of this increase is the introduction of the on-line
services and the cost of the commentators who write reports for our web site.
The major components of this increase are:

(i) A $271,000 non-cash charge for the amortization of unearned
compensation associated with the issuance of common stock and
stock options to the commentators for services during the year
ended July 31, 1999;

(ii) Approximately $113,000 of cash advanced to the commentators
which pertains to services performed during the year ended July
31, 1999; and

15
<PAGE> 20

(iii) Approximately $85,000 expensed in connection with the on-line
services and the development and maintenance of the U.S. web
site.

The balance of the increase is attributable to an overall increase in
the number of telephone and fax lines. It is our intention to continue to
attract additional commentators for the web site. Accordingly, in periods
subsequent to July 31, 1999, the cost of revenues will likely continue to
increase.

From August 1, 1999 through October 31, 1999, we entered into consulting
agreements with another four commentators. Four of these agreements have an
initial term of one year and are renewable at our option for another year. The
fifth agreement has a two year term unless earlier terminated by us pursuant to
its terms. The aggregate consideration we paid in connection with these
agreements consisted of cash payments of $160,000 and the issuance of options to
purchase 160,000 shares of common stock at $2.00 per share. These options expire
at various dates through October 2009. To the extent that these options were
granted at or 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 promotion
expenses. During the year ended July 31, 1999, our selling expenses increased by
approximately $254,000 to approximately $292,000 from $38,000 for the year ended
July 31, 1998. The primary reasons for this increase are an increase in
travel-related expenses and advertising costs 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 increased
approximately $150,000 during the year ended July 31, 1999 from approximately
$745,000 for the year ended July 31, 1998 to $895,000. The increase in general
and administrative expenses is primarily attributable to an approximately
$191,000 increase in professional fees from approximately $10,000 for the year
ended July 31, 1998 to approximately $201,000 for the year ended July 31, 1999.
The increase in professional fees results from attorneys' fees relating to
general corporate matters such as reviewing and negotiating contracts with
consultants and other parties, as well as outside accounting and attorneys' fees
in connection with various filings with the Securities and Exchange Commission.
In addition, we incurred the following costs for the year ended July 31, 1999
that were not included during the year ended July 31, 1998:

1. Approximately $32,000 paid to various consultants and other
non-employees who provided administrative services;

2. Approximately $26,000 relating to investor relations; and

3. Approximately $43,000 in occupancy costs.

These increases were offset by the following:

1. A decrease of approximately $87,000 in salaries; and

2. A decrease of approximately $40,000 in the amount contributed to
the our profit sharing plan.

The other items that make up the general and administrative expenses
were fairly consistent between the periods being presented.

16
<PAGE> 21

Operating Income:

As a result of the above, we incurred an operating loss of approximately
$1,015,000 for the year ended July 31, 1999 as compared to an operating profit
of approximately $37,000 for the year ended July 31, 1998.

THREE MONTHS ENDED OCTOBER 31, 1999 AS COMPARED TO THREE
MONTHS ENDED OCTOBER 31, 1998

Subscription revenues:

Subscription revenue is derived from annual, semi-annual, quarterly and
monthly subscriptions relating to our product "Jag Notes." JagNotes is a daily
consolidated investment report that summarizes newly issued research, analyst
opinions, upgrades, downgrades, and analyst coverage changes from various
investment banks and brokerage houses. Until May 1999, JagNotes was faxed to a
limited audience of financial professionals at an average monthly charge of
$150. During the year ended July 31, 1999 and continuing through the three month
period ended October 31, 1999 we were in the process of completing the
development of our web site and changing our focus to also include the retail
investor. While revenues for the year ended July 31, 1999 showed a decline as a
result of our change in focus, revenues for the three months ended October 31,
1999 increased by 33% or approximately $77,000 over the same three month period
ended October 31, 1998 or from approximately $229,000 for the three months ended
October 31, 1998 to approximately $306,000 for the three months ended October
31, 1999. The increase in revenues is attributable to:

1. An increase in the number of subscribers from the equivalent of
approximately 10,000 retail subscriptions at October 31, 1998 to
approximately 12,000 at October 31, 1999 which is mainly the
result of new retail subscriptions to our web site; and

2. Recently instituted distribution agreements with several other
web sites.

While there can be no guarantee of future increases, we would expect
revenues to continue to increase in the future as a result of the launch of our
European web site as well as the continuing effect of our distribution
agreements.

Cost of Revenues:

Cost of revenues includes the cost to transmit the product over the
telephone and fax lines, on-line service charges for our web site, costs in
connection with the development and maintenance of the web site and payments to
commentators for their reports that are posted on the web site. During the three
months ended October 31, 1999, cost of revenues increased by approximately
$1,308,000 to approximately $1,352,000 from approximately $44,000 for the three
months ended October 31, 1998.

The primary cause of this increase is the introduction of the on-line
services and the cost of the commentators who write reports for our web site.
The major components of this increase are:

1. A $902,000 non-cash charge for the amortization of unearned
compensation associated with the issuance of common stock and
stock options to the commentators for services during the three
months ended October 31, 1999.

2. Approximately $242,000 of cash payments to the commentators
which pertains to services performed during the three months
ended October 31, 1999; and

3. Approximately $171,000 expensed in connection with the on-line
services and the development and maintenance of the U.S. web
site.

17
<PAGE> 22

The balance of the increase is attributable to an overall increase in
the number of telephone and fax lines. It is our intention to continue to
attract additional commentators for our new European web site as well as our
U.S. web site. Accordingly, in periods subsequent to October 31, 1999 the cost
of revenues will likely continue to grow.

Selling expenses:

Selling expenses consist primarily of advertising and other promotion
expenses. During the three months ended October 31, 1999 selling expenses
increased approximately $436,000 from approximately $4,000 for the three months
ended October 31, 1998 to approximately $440,000. The primary reasons for this
increase are attributable to an increase in travel related expenses and
promotional costs incurred in promoting our new focus and web page.

General and administrative expenses:

1. An approximate $228,000 increase in professional fees from
approximately $3,000 for the three months ended October 31, 1998
to approximately $231,000. The increase in professional fees
results from time spent by attorneys relating to general
corporate matters such as reviewing and negotiating contracts
with consultants and other parties, as well as outside
accounting and attorneys fees in connection with various filings
with the Securities and Exchange Commission.

2. An approximate $109,000 increase in salaries to officers and
office staff from approximately $116,000 for the three months
ended October 31, 1998 to approximately $225,000. The increase
in salaries results from additional staff needed in order to
properly support our growing subscriber base and the expansion
of our web sites.

3. For the three months ended October 31, 1998 rent expense was
immaterial. Rent expense for the three months ended October 31,
1999 was approximately $76,000. The increase is associated with
the growing space required to support additional staff and
locations as we continue to change our focus and increase our
subscriber base.

4. For the three months ended October 31, 1999 we incurred
approximately $51,000 in connection with investor relations
activities. We incurred no such costs for the three months ended
October 31, 1998.

5. The remainder of the increase is attributable to general office
expenditures as a result of adding new locations and staff.

Operating income:

As a result of the above, the Company incurred an operating loss of
approximately $2,094,000 for the three months ended October 31, 1999 as compared
to an operating profit of approximately $14,000 for the three months ended
October 31, 1998.

18
<PAGE> 23

LIQUIDITY AND CAPITAL RESOURCES

At October 31, 1998, the Company had working capital of $5,196,054
including cash and cash equivalents of $4,809,699 primarily as a result of two
private placements that occurred in March and April 1999. These two private
placements raised capital of approximately $7,560,000, net of $708,000 in fees.
In connection with the private placements, as of October 31, 1999 there were
555,130 warrants outstanding entitling the holders of such warrants to purchase
within two years of issuance one share of common stock for $10 per share.

As of October 31, 1999 we have entered into agreements with eighteen
commentators and other consultants for our U.S. web site and ten commentators
and other consultants for our European web site which was launched December 1,
1999. Mr. Dorfman's is the first to expire on March 30, 2000. Twenty-six of the
consulting agreements are for a one-year period. Twenty of these twenty-six
agreements are renewable for an additional year at our option. Two of these
agreements have two year terms. As of July 31, 1999 aggregate consideration paid
under these agreements consisted of cash payments of $564,000, the issuance of
120,000 shares of common stock and the grant of options to purchase 235,000
shares of common stock at $2.00 per share and 100,000 shares of common stock at
$16.25 per share. During the three months ended October 31, 1999, we paid cash
consideration of approximately $142,000 and granted options to purchase an
additional 172,500 shares of common stock at $2.00 per share in connection with
all our employment and consulting agreements. In connection with these
agreements during the three months period ended October 31, 1999 we have
recorded unearned compensation of approximately $946,000 which is based on the
estimated fair value of the options as computed in accordance with FASB-123
"Accounting for Stock Based Compensation." The unearned compensation will be
amortized as a non-cash charge to operations on a straight-line basis over the
life of the applicable agreements.

During the three months ended October 31, 1999 we used approximately
$1,242,000 in our operations. The major use of this cash was to fund our net
loss for the three months ended October 31, 1999.

During the three months ended October 31, 1999 we used approximately
$27,000 in investing activities for the purchase of equipment.

We believe that the net proceeds from the aforementioned private
placements, together with our current cash, will be sufficient to meet our
anticipated needs for working capital and capital expenditures to operate our
current business for at least the next twelve months. We currently anticipate
that our capital expenditures will approximate on a short term basis $119,000 in
order to complete both our web sites. Our expansion plans described under "Our
Business Strategy" on page 29 will require additional funds in approximately
seven 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. We may also attempt to raise cash before
such time. There can be no assurance that such additional funding or strategic
alliances, if needed, will be available on terms attractive to us or at all. The
failure to raise capital when needed could materially 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.

19
<PAGE> 24

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. As of the date of this
prospectus, we have requested assurances from all of our third party vendors and
licensors regarding the Year 2000 readiness of their material hardware, software
and services. To date, such third parties 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. Based on our assessment, we have determined that a
contingency plan in the event that we are unable to achieve Year 2000 compliance
is unnecessary and we do not expect to incur material costs relating to such a
plan.

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.

20
<PAGE> 25

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 91,000 shares, with a high daily volume of 1,335,700 shares and a
low of 396 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
----------- ----------
<S> <C> <C>
1999
First Quarter* $ 17.375 $ 12.75
Second Quarter** $ 15.875 $ 5.750
Third Quarter*** $ 10.187 $ 5.375
Fourth Quarter**** $ 3.375 $ 6.437
</TABLE>

* As described above, first quarter information is limited to the period
from March 26 through March 31, 1999
** 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 30, 1999.
**** Fourth quarter information covers the period from October 1, 1999
through December 28, 1999.

As of December 3, 1999, there were approximately 178 stockholders of
record of the JagNotes' common stock. On December 28, 1999, the closing bid
price for the JagNotes' common stock was $3.88.

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.

21
<PAGE> 26

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 have already engaged in limited
advertising on the Internet and in print media. We anticipate implementing the
following additional marketing efforts by the middle of 2000:

- 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 has been 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) A 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

22
<PAGE> 27

single highest sequential growth rate in history. According to the 1999 Annual
Investor Survey published by the Securities Industry Association in November
1999, 18% of the investors surveyed indicated that they used the Internet to buy
or sell securities, up from 10% in 1998, and 28% stated that they were either
very or somewhat likely to begin using the Internet to trade securities in the
next 12 months.

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 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.

- ----------

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

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. Their reports range from analysis of individual stock and
industry sector performance to analysis of broad market and economic matters in
general. In many cases our commentators also provide and analyze detailed
financial and technical data. 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. In some cases
our commentators provide their services for free on their own web sites. See the
risk factors titled "We may not be able to adequately expand our subscriber base
because many of our competitors offer free financial information" and "Many of
our commentators may have competing web sites" on page 7 for further
information.

23
<PAGE> 28

As of the date of this prospectus, the following commentators provide
technical analysis and commentary for our U.S. 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.

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

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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 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 provides 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.

Vincent Boening - For more than 35 years, Mr. Boening has specialized in
interpreting the chart patterns of individual stocks and market averages. Since
1963, Mr. Boening has authored "Technical Commentary," a market letter in which
he analyzes and interprets the chart patterns of certain listed and OTC stocks.
During his career, Mr. Boening has held various positions at major financial
institutions, including Legg Mason Wood Walker, Fidelity Management & Research
and White, Weld, where he specialized in the area of technical analysis of chart
patterns. Mr. Boening was also a consultant for Donaldson Lufkin & Jenrette and
has a continuing relationship with that firm's International Department,
providing services to certain European institutions.

Mr. Boening's report "Chart Patterns" provides technical analysis based
on chart patterns of individual stocks and market indices on Monday, Wednesday
and Friday of each week.

Richard W. Arms, Jr. - Mr. Arms is the author of four books on strategic
market analysis and has authored numerous articles for national publications,
including Barron's and Pension & Investment Age. He is the publisher of "The
Arms Advisory Letter," a weekly advisory service for institutions. He is a
frequent lecturer and has appeared on Wall Street Week with Louis Rukeyser.

Mr. Arms provides his "Equivolume" report, which discusses and charts
relationships between stock price and volume on Monday, Wednesday and Friday of
each week.

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 provides 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.

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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 provides market reports based on his "Volume Reversal"
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 provides 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 provides market reports that will be authored, on a rotating
basis, by its team of analysts.

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. In 1997, Ms. Bohner co-authored
"The Art of the Comeback" with Donald Trump.

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 provides 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

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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.

Michael Paulenoff - Mr. Paulenoff is the President of MJP Market
Strategies, which provides intraday strategic financial market analysis to
institutional and individual clients. He has been an analyst and a participant
in the financial and commodity markets since his graduation from the Georgetown
University School of Foreign Service in 1979, working for Smith Barney, Harris
Upham, Drexel, Burnham, Lambert and Republic National Bank. He also authored The
Business-One Irwin Guide to Futures Markets.

Mr. Paulenoff's report "Rates, Reasons and Resistance" provides
discussion and analysis of U.S. and global interest rates and fixed income
investments on Tuesday and Friday of each week.

Certain other commentators not under contract to us also supply
commentary appearing on our web site.

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 which is controlled by a representative of Salomon Smith Barney
Inc. 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:

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. In January 1996, Mr. Dorfman's employment with Money
Magazine was terminated because he declined to disclose the sources for his
columns to Money's managing editor. In 1996 Mr. Dorfman took a leave of absence
from his employment with CNBC as a result of a stroke. Prior to this leave of
absence, and while Mr. Dorfman was still doing a daily broadcast at CNBC, CNBC
retained an independent law firm to conduct an extensive investigation of
alleged improper conduct by Mr. Dorfman. Based upon this investigation, CNBC and
its investigators concluded that Mr. Dorfman did not engage in any conduct that
violated any law or internal corporate policy. Mr. Dorfman chose not to return
to his position at CNBC following his leave of absence. His recovery from the
stroke is continuing.

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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,
BestCalls.com's calendar of earnings conference calls and related investor
events, 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.

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

To implement these last three strategies, we have entered into the
following agreements:

- A short-term content licensing agreement with AltaVista
Company, pursuant to which we will provide certain
selected JagNotes.com content to AltaVista for display
every weekday on co-branded web pages hosted and served
by AltaVista. This limited content is to include on a
daily basis the Rumor Room, subject to a 15 minute
delay, as well as our "JagNotes" daily consolidated
investment report and L. Douglas Lee's "Coming
Attractions" in real time. In addition, AltaVista will
provide its users with free access in real time on
selected days to content from several of our
commentators including, among others, Dan Dorfman, Kate
Bohner, Dorsey, Wright & Associates and Seth Tobias.
AltaVista will be the sole major Internet portal with
the U.S. rights to such content. In return, AltaVista
will provide a graphic link to our web site enabling
AltaVista users to subscribe directly to our entire web
site.

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- A one year revenue-sharing distribution agreement with
Track Data, pursuant to which Track Data will offer its
customers subscriptions to access our web site content
in the form of a live news feed. Subscribers to Track
Data's online trading service will receive a delayed
news feed of the JagNotes.com content at no cost.

- A similar one year agreement with ILX Systems, a
division of Thomson Information Services, Inc., pursuant
to which ILX Systems will make available to users of its
products subscriptions to access our web site content.

- An agreement with BestCalls.com pursuant to which our
subscribers can access BestCalls.com's comprehensive
calendar of earnings conference calls and related
investor events.

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:

- An expanded fixed income section providing more
commentary and data on corporate and government bonds

- Additional specialized commentators

- 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 to 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, in addition to our
U.S. site, we plan to have 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.

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- 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 all of our
regional sites (the Euro site is pound sterling6/9 EUR per month and
pound sterling60/90 EUR per year) but we anticipate that these
subscription rates will be in line with the rate presently being charged
through our U.S. site. The amount and method of compensation may vary
from market to market. Educational content will eventually be an
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, but this content will be added later.

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 opened our JagNotes-Euro.com web site on December 1, 1999. We
intend to establish a Latin American office by the end of the 1999 and
eventually to commence operations in Latin America and Asia during the
year 2000. Our estimated costs for establishing our international sites
is approximately $4 million.

We have retained the services of various commentators for our
JagNotes-Euro site, including the following:

- Neil Bennett, City Editor of the Sunday Telegraph;
- Nicola Horlick, Managing Director of SG Asset Management;
- Michael Clarke, stock market correspondent of the Evening
Standard;
- Jason Nisse, City Editor of The Independent on Sunday;
- Stuart Rock, Editorial Director of Caspian Publishing; and
- Alan Thomas, independent money manager and stock market analyst.

In addition, the French company Valquant will provide charts for
selected European companies.

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 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 reached an as yet undocumented understanding to purchase,
subject to a due diligence review, a 7% interest in the company which
owns the vrtrader.com web site for $300,000. 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.

In order to fully implement our business strategy, we will require
additional funds in approximately seven months. We expect to raise cash either
through a private or public offering before such time. 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.

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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.

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. Our European web site is designed and maintained
by Blue Tac, Ltd.

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EMPLOYEES

As of November 30, 1999, we had 20 employees. As of that date, we had
entered into employment agreements with two of our employees.

FACILITIES

We lease an office suite located in an office building at 1415 Wyckoff
Road, Second Floor, Farmingdale, New Jersey 07727. The space houses 12 employees
and is approximately 3,736 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"). Our lease for this
office space expires on October 31, 2001. 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. We
expect this coverage to cover risks relating to:

- copyright and trademark infringement and libel, slander and
defamation claims arising out of our advertising, broadcasting,
publishing and web site content; and

- web site set up including programming, design, installation and
consulting services.

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.

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MANAGEMENT AND EXECUTIVE COMPENSATION

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 the predecessor to
JagNotes.com Inc. and has served as the President and Chief Executive Officer of
JagNotes.com Inc. since 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 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 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 the predecessor to
JagNotes.com Inc. and has served as the Vice President and Secretary of
JagNotes.com Inc. since 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 in
July 1999, 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 years ended July 31, 1998

34
<PAGE> 39

and 1999. Except as listed in the table below, no executive officer holding
office in fiscal year 1999 received total annual salary and bonus exceeding
$100,000. No such officers have been awarded any stock options, stock
appreciation rights or other long term or incentive compensation not reflected
below.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
Annual Compensation
Other
Name and Principal Fiscal Annual All Other
Position Year Salary Bonus Compensation Compensation
-------- ---- ------ ----- ------------ ------------
<S> <C> <C> <C> <C> <C>
Gary Valinoti, President, 1999 $110,550 - - -
Chief Executive Officer
and director 1998 $110,550 - - -
Jeffrey Goss, Secretary 1999 $110,550 - - -
and Vice President
1998 $110,550 - - -
Anthony Salandra (Mr. 1999 $110,550 - - -
Salandra served as
President and director of 1998 $110,550 - - -
JagNotes, Inc. during
fiscal year 1999, but is
no longer employed by
JagNotes.).

Barry Belzer, (Mr. 1999 $110,550 - - -
Belzer served as
Secretary and director of 1998 $110,550 - - -
JagNotes, Inc. during
fiscal year 1999, but is
no longer employed by
JagNotes).
</TABLE>

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

DIRECTOR COMPENSATION

We currently do not compensate our directors.

1999 LONG-TERM INCENTIVE PLAN

In October, 1999 the Board of Directors approved the 1999 Long-Term
Incentive Plan. The purpose of the plan is to allow us to attract and retain
officers, employees, directors, consultants and certain other individuals and to
compensate them in a way that provides additional incentives and enables such
individuals to increase their ownership interests in JagNotes. Individual awards
under the plan may take the form of:

35
<PAGE> 40

- either incentive stock options or non-qualified stock options;

- stock appreciation rights;

- restricted or deferred stock;

- dividend equivalents;

- bonus shares and awards in lieu of JagNotes' obligations to pay
cash compensation; and

- other awards, the value of which is based in whole or in part
upon the value of the common stock.

The plan will generally be administered by a committee appointed by the
board of directors, except that the board will itself perform the committee's
functions under the plan for purposes of grants of awards to directors who serve
on the committee. The board may also perform any other function of the
committee. The committee generally is empowered to select the individuals who
will receive awards and the terms and conditions of those awards, including
exercise prices for options and other exercisable awards, vesting and forfeiture
conditions, performance conditions, the extent to which awards may be
transferable and periods during which awards will remain outstanding. Awards may
be settled in cash, shares, other awards or other property, as the committee may
determine.

The maximum number of shares of common stock that may be subject to
outstanding awards under the plan will not exceed 15% of the aggregate number of
shares of common stock outstanding effective at the time of such grant. The
number of shares deliverable upon exercise of incentive stock options is limited
to 2,096,444. The plan also provides that no participant may be granted in any
calendar year options or other awards that may be settled by delivery of more
than 500,000 shares, and limits payments under cash-settled awards in any
calendar year to an amount equal to the fair market value of that number of
shares as of the date of grant or the date of settlement of the award, whichever
is greater. There are currently a total of 82,500 shares of common stock subject
to outstanding options granted under the plan. Each of the foregoing options has
an exercise price of $2.00 per sheet.

The plan will remain in effect until terminated by the board of
directors. The plan may be amended by the board of directors without the consent
of JagNotes' stockholders, except that any amendment, although effective when
made, will be subject to stockholder approval if required by any Federal or
state law or regulation or by the rules of any stock exchange or automated
quotation system on which JagNotes' common stock may then be listed or quoted.
The number of shares reserved or deliverable under the plan, the annual
per-participant limits, the number of shares subject to options automatically
granted to non-employee directors, and the number of shares subject to
outstanding awards are subject to adjustment in the event of stock splits, stock
dividends and other extraordinary corporate events.

JagNotes generally will be entitled to a tax deduction equal to the
amount of compensation realized by a participant through awards under the plan,
except no deduction is permitted in connection with incentive stock options if
the participant holds the shares acquired upon exercise for the required holding
periods; and deductions for some awards could be limited under the $1.0 million
deductibility cap of Section 162(m) of the Internal Revenue Code. This
limitation, however, should not apply to awards granted under the plan during a
grace period of approximately one year following the effectiveness of this
registration statement, and should not apply to certain options, stock
appreciation rights and performance-based awards granted thereafter if JagNotes
complies with certain requirements under Section 162(m).

EMPLOYMENT CONTRACTS

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

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<PAGE> 41

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 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.

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.

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<PAGE> 42

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 the date of this prospectus 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)
1415 Wyckoff Road, Second Floor
Farmingdale, New Jersey 07727 3,155,500(3) 22.2%
Stephen Russo (Chief Financial Officer)
1415 Wyckoff Road, Second Floor
Farmingdale, New Jersey 07727 0(4) 0%
Jeffrey J. Goss (Vice President and
Corporate Secretary)
1415 Wyckoff Road, Second Floor
Farmingdale, New Jersey 07727 800,000 5.6%
Thomas Mazzarisi (Executive Vice
President, General Counsel and Director)
1415 Wyckoff Road, Second Floor
Farmingdale, New Jersey 07727 110,000 x
Stephen Schoepfer (Executive Vice
President, Chief Operating Officer and
Director)
1415 Wyckoff Road, Second Floor
Farmingdale, New Jersey 07727 75,000 x
All executive officers and directors as a
group (5 persons) 4,140,500 29.1%
S.A.C. Capital Associates, LLC(4)
777 Long Ridge Road
Stamford, Connecticut 06902 900,000 6.3%
Anthony Salandra
6 Renee Court
Woodcliff Lake, New Jersey 07675 800,000 5.6%
Barry Belzer 800,000 5.6%
1 Johnson Terrace
Middletown, New Jersey 07748
</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

38
<PAGE> 43

(225,000).
(2) Based on 13,996,290 shares outstanding, 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.

(3) Includes 444,500 shares owned Mr. Valinoti's wife, Cathleen Valinoti.
(4) Pursuant to an investment management agreement, S.A.C. Capital Advisors,
LLC has voting and investment power with respect to the shares of
JagNotes' stock held by S.A.C. Capital Associates, LLC. Steven A. Cohen
is the Managing Member, President and Chief Executive Officer of S.A.C.
Capital Advisors and, accordingly, Mr. Cohen has voting and investment
power with respect to the shares of JagNotes' stock held by S.A.C.
Capital Associates, LLC. Mr. Cohen does not have voting or investment
power with respect to any other shares of JagNotes' stock.

39
<PAGE> 44

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
November 30, 1999 and as adjusted to reflect the sale of the shares.

<TABLE>
<CAPTION>
Shares Beneficially
Owned after Offering
Maximum Number (Assuming Sale of All
Number of Shares of Shares to Be Shares Covered by this
Beneficially Owned Sold Pursuant to Prospectus) (3)
Name Prior to Offering (1) this Prospectus (2) Number Percent (4)
- ---- --------------------- ------------------- ------ -----------
<S> <C> <C> <C> <C>
S.A.C. Capital Associates, LLC (5) 675,000 900,000 0 0
Stephen Gluck 11,400 15,200 0 0
Circle T International, Ltd.(6) 86,400 103,200 9,000 x
Circle T Partners L.P.(6) 169,000 200,000 19,000 x
Greene Street Partners (7) 125,010 166,680 0 0
William Monness 6,150 8,200 0 0
Joseph P. DeMatteo (8) 3,075 4,100 0 0
Joseph P. DeMatteo IRA (8) 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 (7) 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.(9) 10,500 14,000 0 0
Apex Limited Partners L.P.(10) 45,600 60,800 0 0
AIG Trading Group Inc.
Deferred Compensation
Plan Trust
FBO Andrew Kaplan 12,510 16,680 0 0
</TABLE>

40
<PAGE> 45

<TABLE>
<CAPTION>
Shares Beneficially
Owned after Offering
Maximum Number (Assuming Sale of All
Number of Shares of Shares to Be Shares Covered by this
Beneficially Owned Sold Pursuant to Prospectus) (3)
Name Prior to Offering (1) this Prospectus (2) Number Percent (4)
- ---- --------------------- ------------------- ------ -----------
<S> <C> <C> <C> <C>
AIG Trading Group Inc.
Deferred Compensation
Plan Trust
FBO Jonas Paul Littman 37,500 50,000 0 0
AIG Trading Group Inc.
Deferred Compensation
Plan Trust
FBO Bradford Klein 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.(11)* 20,000 20,000 0 0
Dorsey, Wright & Associates,
Inc.(12)* 0 65,000 0 0
Seth Tobias (6)* 100,000 100,000 0 0
Canella Response Television,
Inc.(13)* 0 10,000 0 0
Robert E. Heyman 3,000 3,000 0 0
International Marketing
Specialists, Inc.(14) 5,250 5,000 250 x
International Marketing
Specialists, Inc. Pension Plan(14) 30,000 29,000 1,000 x
Morton J. Nussbaum IRA(14) 16,000 16,000 0 0
TOTAL 1,867,640 2,468,520 29,250 X
</TABLE>

x Less than one percent.

41
<PAGE> 46

* The following selling stockholders are commentators on our web site (see
"The Company - Commentators"): Dorsey, Wright & Associates, Mastrapasqua
& Associates, Inc. and Seth Tobias. Cannella Response Television, Inc.
is a consultant for JagNotes.

(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 (41,670); 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 (2,100); L. Gregory Rice (1,000).

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

Television, Inc. (10,000).

(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) Based on 13,996,290 shares outstanding.

(5) Pursuant to an investment management agreement, S.A.C. Capital Advisors,
LLC has voting and investment power with respect to the shares of
JagNotes' stock held by S.A.C. Capital Associates, LLC. Steven A. Cohen
is the Managing Member, President and Chief Executive Officer of S.A.C.
Capital Advisors and, accordingly, Mr. Cohen has voting and investment
power with respect to the shares of JagNotes' stock held by S.A.C.
Capital Associates, LLC. Mr. Cohen does not have voting or investment
power with respect to any other shares of JagNotes' stock.

(6) Seth Tobias has voting and investment power with respect to shares of
JagNotes' stock held by Circle T International, Ltd., Circle T Partners,
L.P. and by Mr. Tobias individually. Mr. Tobias is the President of
Circle T International, Ltd. and a General Partner of Circle T Partners,
L.P., and does not have voting or investment power with respect to any
other shares of JagNotes' stock.

(7) Adam S. Cohen has voting and investment power with respect to shares of
JagNotes' stock held by Greene Street Partners and ASC Capital Partners.
Mr. Cohen is a General Partner of Green Street Partners and the
President of ASC Capital Partners and not have voting or investment
power with respect to any other shares of JagNotes' stock.

(8) Joseph P. DeMatteo beneficially owns shares held by Joseph P. DeMatteo
IRA as well as shares held by him individually.

(9) Lawrence B. Lappin has voting and investment power with respect to
shares of JagNotes' stock held by Lappin Capital Management. Mr. Lappin
is a General Partner of Lappin Capital Management and does not have
voting or investment power with respect to any other shares of JagNotes'
stock.

(10) Devin Wate has voting and investment power with respect to shares of
JagNotes' stock held by Apex

42
<PAGE> 47

Limited Partners, L.P. Mr. Wate is the Managing Director of Apex Limited
Partners, L.P. and does not have voting or investment power with respect
to any other shares of JagNotes' stock.

(11) Frank Mastrapasqua and Thomas A. Trantum have voting and investment
power with respect to shares of JagNotes' stock held by Mastrapasqua &
Associates, Inc. Neither Mr. Mastrapasqua nor Mr. Trantum have voting or
investment power with respect to any other shares of JagNotes' stock.

(12) Thomas J. Dorsey and Watson H. Wright have voting and investment power
with respect to shares of JagNotes' stock held by Dorsey, Wright &
Associates, Inc. Neither Mr. Dorsey nor Mr. Wright have voting or
investment power with respect to any other shares of JagNotes' stock.

(13) Frank Cannella, Jr. has voting and investment power with respect to
shares of JagNotes' stock held by Cannella Response Television, Inc. Mr.
Cannella is the president of Cannella Response Television, Inc. and does
not have voting or investment power with respect to any other shares of
JagNotes' stock.

(14) Morton J. Nussbaum has voting and investment power with respect to
shares of JagNotes' stock held by International Marketing Specialists,
Inc., International Marketing Specialists, Inc. Pension Plan, and Morton
J. Nussbaum IRA. Mr. Nussbaum is the President of International
Marketing Specialists, Inc. and the trustee of International Marketing
Specialists, Inc. Pension Plan. Mr. Nussbaum individually owns an
additional 250 shares of JagNotes' stock not covered by this prospectus,
which are the only other shares of JagNotes' stock as to which he has
voting or investment power.

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 $245,000. 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

43
<PAGE> 48

table beginning on page 40 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.

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 13,996,290
shares were outstanding as of November 30, 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 November 30, 1999, there were options outstanding to purchase:

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

- An aggregate of 422,500 shares of JagNotes' common stock
at $2.00 per share , subject to certain vesting
requirements, at any time prior to various dates from
June through November 2009, provided, however, that
certain of these options will expire prior to such dates
upon the termination of certain contracts with JagNotes.

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<PAGE> 49

WARRANTS

As of November 30, 1999, there were warrants outstanding to purchase, at
any time prior to May 3, 2001, 555,130 shares of common stock at $10.00 per
share.

REGISTRAR AND TRANSFER AGENT

The Registrar and Transfer Agent for JagNotes' common stock is American
Securities Transfer and Trust, Inc., Suite Z-2, 12039 W. Alameda Parkway,
Lakewood, Colorado 80228.

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' consolidated financial statements as of July 31, 1999 and for
the year then ended have been audited by J.H. Cohn LLP, independent public
accountants, and have been included in this prospectus in reliance upon the
report of J.H. Cohn LLP (which is also included in this prospectus) and upon
their authority as experts in accounting and auditing.

JagNotes' consolidated financial statements as of July 31, 1998 and for
the year then ended have been audited by Stephen R. Russo, CPA, independent
certified public accountant, and have been included in this prospectus in
reliance upon his report (which is also included in this prospectus) and upon
his authority as an expert in accounting and auditing.

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 filing of this registration statement, Mr. Russo was
the beneficial owner of 14,000 shares of JagNotes' common stock. The report
issued by Mr. Russo on JagNotes' financial statements for the fiscal year ended
July 31, 1998 did not contain any adverse opinion or disclaimer of opinion and
was 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.

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<PAGE> 50

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.

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<PAGE> 51

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

Index to Financial Statements

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Reports of Independent Accountants F-2/3

Consolidated Balance Sheets
July 31, 1999 and October 31, 1999 (Unaudited) F-4

Consolidated Statements of Operations
Years Ended July 31, 1999 and 1998 and Three Months Ended
October 31, 1999 and 1998 (Unaudited) F-5

Consolidated Statements of Stockholders' Equity (Deficiency)
Years Ended July 31, 1999 and 1998 and Three Months Ended
October 31, 1999 (Unaudited) F-6

Consolidated Statements of Cash Flows
Years Ended July 31, 1999 and 1998 and Three Months Ended
October 31, 1999 and 1998 (Unaudited) F-7

Notes to Consolidated Financial Statements F-8/16
</TABLE>

* * *

F-1
<PAGE> 52

Reports of Independent Accountants

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

We have audited the accompanying consolidated balance sheet of JagNotes.com Inc.
and Subsidiaries (formerly JagNotes, Inc.) as of July 31, 1999, and the related
consolidated statements of operations, stockholders' equity (deficiency) and
cash flows for the year then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we 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.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of JagNotes.com Inc. as
of July 31, 1999, and their results of operations and cash flows for the year
then ended, in conformity with generally accepted accounting principles.

As described in Note 7 to the consolidated financial statements, the Company has
restated the 1999 consolidated financial statements to reflect the appropriate
amount of compensation expense related to the issuance of certain stock options.

J.H. COHN LLP

Roseland, New Jersey
October 8, 1999

F-2
<PAGE> 53

Report of Certified Public Accountant

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

I have audited the accompanying consolidated statements of operations,
stockholders' equity (deficiency) and cash flows of JagNotes.com Inc. and
Subsidiary (formerly JagNotes, Inc.) for the year ended July 31, 1998. 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 audit.

I conducted my audit 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 audit provides a reasonable basis for my opinion.

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

Stephen R. Russo, CPA

Nanuet, New York
October 12, 1998

F-3
<PAGE> 54

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

Consolidated Balance Sheets
July 31, 1999 and October 31, 1999 (Unaudited)

<TABLE>
<CAPTION>
July October
Assets 31, 1999 31, 1999
------------ ------------
(Unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 6,078,922 $ 4,809,699
Accounts receivable 18,900 84,200
Other current assets 753,532 726,391
------------ ------------
Total current assets 6,851,354 5,620,290
Equipment, net of accumulated depreciation of $17,484
and $23,381 2,603 23,712
Capitalized software development costs, net of accumulated
amortization of $16,084 and $37,696 243,280 221,668
Other assets 12,004 61,608
------------ ------------
Totals $ 7,109,241 $ 5,927,278
============ ============

Liabilities and Stockholders' Equity

Current liabilities:
Accounts payable and accrued expenses $ 131,395 $ 93,888
Deferred revenues 283,222 330,348
------------ ------------
Total liabilities 414,617 424,236
------------ ------------
Commitments and contingencies

Stockholders' equity:
Common stock, par value $.00001 per share; 13,996,290
shares issued and outstanding 140 140
Additional paid-in capital 10,920,215 11,866,140
Unearned compensation (3,015,388) (3,058,903)
Accumulated deficit (1,210,343) (3,304,335)
------------ ------------
Total stockholders' equity 6,694,624 5,503,042
------------ ------------
Totals $ 7,109,241 $ 5,927,278
============ ============
</TABLE>

See Notes to Consolidated Financial Statements.

F-4
<PAGE> 55

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

Consolidated Statements of Operations
Years Ended July 31, 1999 and 1998 and
Three Months Ended October 31, 1999 and 1998 (Unaudited)

<TABLE>
<CAPTION>
Three Months Ended
Years Ended July 31, October 31,
--------------------------------- ---------------------------------
1999 1998 1999 1998
------------ ------------ ------------ ------------
(Unaudited)
<S> <C> <C> <C> <C>
Subscription revenues $ 800,716 $ 932,553 $ 306,106 $ 229,268

Cost of revenues 628,758 112,362 1,352,311 44,653
------------ ------------ ------------ ------------

Gross profit 171,958 820,191 (1,046,205) 184,615
------------ ------------ ------------ ------------

Operating expenses:
Selling expenses 292,261 38,115 439,826 3,451
General and administrative expenses 894,922 744,577 663,862 150,271
------------ ------------ ------------ ------------
Totals 1,187,183 782,692 1,103,688 153,722
------------ ------------ ------------ ------------

Income (loss) from operations (1,015,225) 37,499 (2,149,893) 30,893

Interest income 60,873 55,901
------------ ------------ ------------ ------------

Income (loss) before income taxes (954,352) 37,499 (2,093,992) 30,893

Provision for income taxes 73,940 34,850 17,273
------------ ------------ ------------ ------------

Net income (loss) $ (1,028,292) $ 2,649 $ (2,093,992) $ 13,620
============ ============ ============ ============

Basic net earnings (loss) per share $ (.11) $ - $ (.15) $ -
============ ============ ============ ============

Basic weighted average common
shares outstanding 9,237,693 3,500,000 13,996,290 3,500,000
============ ============ ============ ============
</TABLE>

See Notes to Consolidated Financial Statements.

F-5
<PAGE> 56

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

Consolidated Statements of Stockholders' Equity (Deficiency)
Years Ended July 31, 1999 and 1998 and

Three Months Ended October 31, 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, 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 7,559,993 7,560,060

Effects of issuance of common
stock in exchange for
services 20,000 147,500 $ (147,500)

Effects of issuance of stock
options in exchange for
services 1,826,850 (1,826,850)

Effects of transfer of 100,000
shares of common stock by
executive officer in exchange
for services provided to the
Company 1,312,500 (1,312,500)

Amortization of unearned
compensation 271,462 271,462

Net loss (1,028,292) (1,028,292)
---------- ---------- ----------- ----------- ----------- -----------
Balance, July 31, 1999 13,996,290 140 10,920,215 (3,015,388) (1,210,343) 6,694,624

Effects of issuance of stock
options in exchange for
services 945,925 (945,925)

Amortization of unearned
compensation 902,410 902,410
Net loss (2,093,992) (2,093,992)
---------- ---------- ----------- ----------- ----------- -----------
Balance, October 31, 1999 13,996,290 $ 140 $11,866,140 $(3,058,903) $(3,304,335) $ 5,503,042
========== ========== =========== =========== =========== ===========
</TABLE>

See Notes to Consolidated Financial Statements.

F-6
<PAGE> 57

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

Consolidated Statements of Cash Flows
Years Ended July 31, 1999 and 1998 and

Three Months Ended October 31, 1999 and 1998 (Unaudited)

<TABLE>
<CAPTION>
Three Months Ended
Years Ended July 31, October 31,
------------------------------- -------------------------------
1999 1998 1999 1998
----------- ----------- ----------- -----------
(Unaudited)
<S> <C> <C> <C> <C>
Operating activities:
Net income (loss) $(1,028,292) $ 2,649 $(2,093,992) $ 13,620
Adjustments to reconcile net income (loss)
to net cash provided by (used in) operating
activities:
Depreciation 975 1,336 5,897 1,000
Amortization of software costs 16,084 21,612
Amortization of unearned compensation 271,462 902,410
Deferred income taxes 73,940 8,135 3,855
Changes in operating assets and liabilities:
Accounts receivable 44,654 1,967 (65,300) 1,944
Other current assets (753,532) (122,859)
Other assets (12,004) 100,396
Accounts payable and accrued expenses 55,664 (10,652) (37,507) (6,296)
Deferred revenues 78,535 (6,335) 47,126 (6,263)
----------- ----------- ----------- -----------
Net cash provided by (used in)
operating activities (1,252,514) (2,900) (1,242,217) 7,860
----------- ----------- ----------- -----------
Investing activities:
Net repayments of loans to officer 24,839 396
Software development costs capitalized (259,364)
Purchases of equipment (27,006)
----------- ----------- -----------
Net cash provided by (used in)
investing activities (234,525) 396 (27,006)
----------- ----------- -----------
Financing activities - net proceeds from private
placements of units of common stock and
warrants 7,560,060
-----------
Net increase (decrease) in cash and cash
equivalents 6,073,021 (2,504) (1,269,223) 7,860
Cash and cash equivalents, beginning of year 5,901 8,405 6,078,922 5,901
----------- ----------- ----------- -----------
Cash and cash equivalents, end of year $ 6,078,922 $ 5,901 $ 4,809,699 $ 13,761
=========== =========== =========== ===========
Supplemental disclosure of cash flow information:
Income taxes paid $ 32,785 $ 26,715
=========== ===========
</TABLE>

See Notes to Consolidated Financial Statements.

F-7
<PAGE> 58

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

Notes To Consolidated Financial Statements
(Information as of October 31, 1999 and for the Three Months

Ended October 31, 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. It operated as an unincorporated business
from 1989 until August 1992 when it was incorporated in New
Jersey as NewJag, Inc. Its name was changed to JagNotes, Inc. in
December 1993. JNI gathers and compiles information from
contacts at financial institutions and releases such information
to subscribers on a timely basis through facsimile transmissions
and a web site, www.JagNotes.com, which opened in April 1999.
Subscribers receive information about newly-issued research
reports and analyst opinions, upgrades, downgrades and coverage
changes. Initially, JNI's customers were primarily financial
professionals. During the year ended July 31, 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. As a result, the assets and liabilities of
the accounting acquirer, JNI, continued to be recorded at their
historical carrying values as of March 16, 1999; however, common
stock and additional paid-in capital were adjusted as of March
16, 1999 to reflect the $.00001 per share par value of the
shares of the legal acquirer, JagNotes, and 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. In addition, the
accompanying consolidated financial statements for the periods
prior to March 16, 1999 are comprised, effectively, of the
historical financial statements of JNI.

F-8
<PAGE> 59

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

Notes To Consolidated Financial Statements
(Information as of October 31, 1999 and for the Three Months

Ended October 31, 1999 and 1998 is Unaudited)

Note 1 - Organization and business (concluded):

The "Company" as used herein refers to JNI prior to March 16,
1999 and JagNotes together with JNI from March 16, 1999 through
August 16, 1999 and JagNotes.Euro.com Ltd. ("Euro"), its other
wholly-owned subsidiary, subsequent to July 8, 1999, as further
explained in Note 2.

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:

As a result of accounting for the Exchange as a purchase
business combination and a reverse acquisition (see Note 1),
the accompanying consolidated financial statements include
the accounts of JagNotes for all periods presented; the
accounts of JNI for the period from March 16, 1999, the date
of its acquisition, through August 16, 1999, the date JNI
was merged into JagNotes; and the accounts of Euro for the
periods subsequent to July 8, 1999 (the date of its
inception). 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 three 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 three years.

F-9
<PAGE> 60

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

Notes To Consolidated Financial Statements
(Information as of October 31, 1999 and for the Three Months

Ended October 31, 1999 and 1998 is Unaudited)

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

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.

Advertising:

The Company expenses the cost of advertising and promotions
as incurred. Advertising costs charged to operations
amounted to $182,597 and $27,198 for the years ended July
31, 1999 and 1998, respectively, and $291,464 for the three
months ended October 31, 1999; such costs were not material
for the three months ended October 31, 1998.

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 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.

F-10
<PAGE> 61

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

Notes To Consolidated Financial Statements
(Information as of October 31, 1999 and for the Three Months

Ended October 31, 1999 and 1998 is Unaudited)

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

Net earnings (loss) per share (concluded):

Diluted earnings per share has not been presented in the
accompanying consolidated statements of operations because:
(i) the Company did not have any potentially dilutive common
shares during the year ended July 31, 1998 and the three
months ended October 31, 1998 and (ii) the Company had net
losses for the year ended July 31, 1999 and the three months
ended October 31, 1999 and, accordingly, the assumed effects
of the exercise of all of the Company's outstanding stock
options and warrants and the application of the treasury
stock method would have been anti-dilutive.

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 October 31, 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, 1999 and October 31, 1999 and/or
during the years ended July 31, 1999 and 1998 and the three
months ended October 31, 1999 and 1998.

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
October 31, 1999, its results of operations and cash flows
for the three months ended October 31, 1999 and 1998 and its
changes in stockholders' equity for the three months ended
October 31, 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 three months ended October
31, 1999 are not necessarily indicative of the results of
operations for the full year ending July 31, 2000.

Note 3 - Loans receivable from officer:

Loans made to an officer prior to 1998 totaling approximately
$25,200 were noninterest bearing and repaid during 1998 and
1999.

F-11
<PAGE> 62

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

Notes To Consolidated Financial Statements
(Information as of October 31, 1999 and for the Three Months

Ended October 31, 1999 and 1998 is Unaudited)

Note 4 - Income taxes:

As of July 31, 1999 and October 31, 1999, the Company had net
operating loss carryforwards of approximately $538,000 and
$1,750,000, respectively, available to reduce future Federal
taxable income which will expire in 2019. The Company did not
have any net operating loss carryforwards as of July 31, 1998
and October 31, 1998.

The Company's deferred tax assets as of July 31, 1999 and 1998
and October 31, 1999 consisted of the effects of temporary
differences attributable to the following:

<TABLE>
<CAPTION>
July 31,
----------------------- October 31,
1999 1998 1999
-------- ------- ----------
<S> <C> <C> <C>
Deferred revenues, net $105,600 $56,365 $ 98,300
Goodwill 11,200 17,575 9,600
Unearned compensation 108,400 468,800
Net operating loss carryforwards 214,800 699,000
-------- ------- ----------
440,000 73,940 1,275,700
Less valuation allowance (440,000) (1,275,700)
-------- ------- ----------
Totals $ - $73,940 $ -
======== ======= ==========
</TABLE>

Due to the uncertainties primarily related to the extent and
timing of the Company's future taxable income arising from the
changes in the nature of its business described in Note 1, the
Company offset its deferred tax assets by an equivalent
valuation allowance as of July 31, 1999 and October 31, 1999.

The Company's provisions for income taxes consisted of the
following:

<TABLE>
<CAPTION>
Years Ended Three Months Ended
July 31, October 31,
---------------------- ----------------------
1999 1998 1999 1998
------- ------- ------- -------
<S> <C> <C> <C> <C>
Federal:
Current $ - $19,823 $ - $10,400
Deferred 57,280 6,300 - 2,985
------- ------- ------- -------
Totals 57,280 26,123 - 13,385
------- ------- ------- -------
State:
Current - 6,892 - 3,018
Deferred 16,660 1,835 - 870
------- ------- ------- -------
Totals 16,660 8,727 - 3,888
------- ------- ------- -------
Totals $73,940 $34,850 $ - $17,273
======= ======= ======= =======
</TABLE>

F-12
<PAGE> 63

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

Notes To Consolidated Financial Statements
(Information as of October 31, 1999 and for the Three Months

Ended October 31, 1999 and 1998 is Unaudited)

Note 4 - Income taxes (concluded):

The Company's actual provisions for income taxes differ from the
provisions (credits) computed using the Federal statutory rate
of 34% as a result of the following:

<TABLE>
<CAPTION>
Years Ended Three Months Ended
July 31, October 31,
----------------- -----------------
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Tax at Federal statutory rate (34)% 34% (34)% 34%
Effects of:
State income taxes, net of Federal
income tax benefit 1 15 8
Utilization of net operating loss
carryforwards (8)
Change in valuation allowance 49 34
Nondeductible life insurance and
other expenses 45 39
Other (primarily surtax exemptions) (1) (25)
--- --- --- ---
Totals 8% 93% --% 56%
=== === === ===
</TABLE>

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 are made on a
discretionary basis. The Company made no contributions to the
plans in 1999. Contributions aggregated approximately $51,000 in
1998.

Note 6 - Fair value of financial instruments:

The Company's material financial instruments at July 31, 1999
and October 31, 1999 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, 1999 and October 31, 1999 because of their liquidity and/or
their short-term maturities.

F-13
<PAGE> 64

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

Notes To Consolidated Financial Statements
(Information as of October 31, 1999 and for the Three Months

Ended October 31, 1999 and 1998 is Unaudited)

Note 7 - Other issuances of common stock, warrants and stock options:

During the year ended July 31, 1999, the Company received
proceeds of $7,560,060, net of related costs and expenses of
$707,700, 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 $10.00 per share
(as adjusted effective October 29, 1999) through April 2000. All
of the warrants sold remained outstanding as of October 31,
1999.

On October 1, 1999, the Board of Directors approved the 1999
Long-term Incentive Plan (the "Incentive Plan") which provides
for individual awards to officers, employees, directors,
consultants and certain other individuals that may take the form
of: (1) stock options, (2) stock appreciation rights and (3)
certain other types of awards for which the value is based in
whole or in part upon the fair market value of the Company's
common stock. The number of shares of common stock that may be
subject to all types of awards under the Incentive Plan may not
exceed 15% of the aggregate number of shares of the Company's
common stock outstanding as of the date of grant. The number of
shares that may be subject to awards of incentive stock options
is limited to 2,096,444.

From March 1, 1999 through October 31, 1999, the Company entered
into several consulting agreements primarily with investment
analysts and commentators. Most agreements have an initial term
of one year and are renewable at the option of the Company for
an additional year. During the year ended July 31, 1999, as part
of the consideration paid or to be paid pursuant to these
agreements, (i) the Company issued a total of 20,000 shares of
common stock with a fair value of $147,500 and options to
purchase a total of 335,000 shares of common stock at $2.00 per
share that expire at various dates through July 2009 with a fair
value of $1,826,850 to the consultants; and (ii) an executive
officer of the Company transferred 100,000 shares of common
stock with a fair value of $1,312,500 to one of the consultants.
During the three months ended October 31, 1999, as part of the
consideration paid or to be paid pursuant to these agreements,
the Company issued options to purchase a total of 172,500 shares
of common stock (including options to purchase 82,500 shares of
common stock granted under the Incentive Plan) at $2.00 per
share that expire at various dates through December 2009 with a
fair value of $946,000 to consultants. The fair value of the
options was determined using the minimum value method in
accordance with the guidance in Statement of Financial
Accounting Standards No. 123, "Accounting for Stock-Based
Compensation," using the Black-Scholes option-pricing model and
assuming a risk-free interest rate of 6%, expected dividends of
0%, expected option lives of five years and expected volatility
of 0%. The transfer of the shares by the executive officer to
the consultant on behalf of the Company has been accounted for,
effectively, as a donation of the shares to the Company's
capital and the reissuance of the shares as a payment for the
services.

F-14
<PAGE> 65

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

Notes To Consolidated Financial Statements
(Information as of October 31, 1999 and for the Three Months

Ended October 31, 1999 and 1998 is Unaudited)

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

Accordingly, the Company recorded a total of $3,286,850 and
$945,925 as unearned compensation during the year ended July 31,
1999 and the three months ended October 31, 1999, respectively,
based on the fair value of the common shares and stock options
issued to the consultants by the Company and the executive
officer during each period. Unearned compensation is being
amortized to expense on a straight-line basis over the initial
one year term of each consulting agreement. A total of $271,462
and $902,410 was amortized during the year ended July 31, 1999
and the three months ended October 31, 1999, respectively. The
unamortized balance of $3,015,388 and $3,058,903 has been
reflected as a reduction of stockholders' equity as of July 31,
1999 and October 31, 1999, respectively.

The accompanying 1999 consolidated financial statements have
been restated from those originally issued by the Company to
correct an understatement of the fair value of the stock options
issued to the consultants by the Company that was originally
charged to unearned compensation of $1,608,650, and an
understatement of the amount amortized of $113,000, in 1999. The
effect of the correction of the misstatement was to increase net
loss and net loss per share by $113,000 and $.01, respectively,
in 1999.

Note 8 - 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. At October 31, 1999, the Company
had balances in excess of Federally insured limits in the
amount of $3,401,683. 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 October 31, 1999, losses arising from
uncollectible accounts had not been material.

Web site development costs:

As of October 31, 1999, the Company had contractual
obligations aggregating approximately $119,000 for services
to be rendered subsequent to that date in connection with
the on-going development of its web site.

F-15
<PAGE> 66

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

Notes To Consolidated Financial Statements
(Information as of October 31, 1999 and for the Three Months

Ended October 31, 1999 and 1998 is Unaudited)

Note 8 - Commitments and contingencies (concluded):

Consulting and employment agreements:

As of October 31, 1999, the Company was obligated to make
cash payments during the year ending October 31, 2000
aggregating approximately $1,000,000 to consultants in
conjunction with the agreements described in Note 7 and
$116,000 to executive officers pursuant to employment
contracts.

Operating leases:

The Company leases office space under month-to-month and
longer term noncancelable operating leases. Rent expense was
$43,000 and $78,000 for the year ended July 31, 1999 and the
three months ended October 31, 1999, respectively. Rent
expense for the year ended July 31, 1998 and the three
months ended October 31, 1998 was not material. As of
October 31, 1999, minimum rental obligations under
noncancelable operating leases that expire through October
2001 totaled $158,142, of which $85,242 and $72,900 is
payable in the years ending October 31, 2000 and 2001,
respectively.

* * *

F-16
<PAGE> 67

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>
<S> <C>
Registration fee $6,276
Blue Sky fees and expenses 0
Legal fees and expenses 175,000
Accounting fees and expenses 50,000
Printing and related expenses 14,000
Miscellaneous 0
TOTAL 245,276
</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 1,665,390 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

II-1

<PAGE> 68

shares of common stock to 9 sophisticated investors for cash consideration of
$940,000. 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 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***

10.1 1999 Long Term Incentive Plan***

16.1 Letter Regarding Change in Certifying Accountant*

21.1 List of Subsidiaries

23.1 Consent of J.H. Cohn LLP

23.2 Consent of Stephen Russo, CPA

II-2

<PAGE> 69

23.3 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).**

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

* Previously filed as an exhibit to the Company's Registration
Statement on Form SB-2 filed on July 30, 1999.

** Previously filed as an exhibit to Amendment No. 1 to the Company's
Registration Statement on Form SB-2 filed on September 30, 1999.

*** Previously filed as an exhibit to Amendment No. 2 to the Company's
Registration Statement on Form SB-2 filed on October 26, 1999.

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.

II-3

<PAGE> 70

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.

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> 71

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 Farmingdale, State of New Jersey on January 4, 2000.

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 January 4, 2000
- -------------------------------------------
Gary Valinoti, President, Chief Executive
Officer and Director
(Principal Executive Officer)

/s/ Stephen Russo January 4, 2000
- -------------------------------------------
Stephen Russo, Chief Financial Officer
(Principal Financial Officer)

/s/ Thomas Mazzarisi January 4, 2000
- -------------------------------------------
Thomas Mazzarisi, Executive Vice President,
General Counsel and Director

/s/ Stephen Schoepfer January 4, 2000
- -------------------------------------------
Stephen Schoepfer, Executive Vice President,
Chief Operating Officer and Director
</TABLE>

* 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 January 4, 2000
- -------------------------------------------
Gary Valinoti, Attorney-in-Fact

<PAGE> 72

EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibits
--------
<S> <C>
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***

10.1 1999 Long Term Incentive Plan***

16.1 Letter Regarding Change in Certifying Accountant*

21.1 List of Subsidiaries

23.1 Consent of J.H. Cohn LLP

23.2 Consent of Stephen Russo, CPA

23.3 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).**
</TABLE>

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

* Previously filed as an exhibit to the Company's Registration
Statement on Form SB-2 filed on July 30, 1999.

** Previously filed as an exhibit to Amendment No. 1 to the Company's
Registration Statement on Form SB-2 filed on September 30, 1999.

*** Previously filed as an exhibit to Amendment No. 2 to the Company's
Registration Statement on Form SB-2 filed on October 26, 1999.

<PAGE> 1

EXHIBIT 21.1

LIST OF SUBSIDIARIES

JagNotes-Euro.com Ltd.,

<PAGE> 1

EXHIBIT 23.1

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANT

We hereby consent to the inclusion in the Prospectus of this
Amendment No. 3 to the Registration Statement (No. 333-84189) on form SB-2 of
our report dated October 8, 1999 on the consolidated financial statements of
JagNotes.com, Inc. as of July 31, 1999 and for the year then ended. We also
consent to the related reference to our firm under the caption "Experts" in the
Prospectus of this Registration Statement.

J.H. Cohn LLP

Roseland, New Jersey
December 30, 1999

<PAGE> 1

EXHIBIT 23.2

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 JagNotes, Inc.),
included in Amendment No. 3 to JagNotes.com Inc's Registration Statement on Form
SB-2 filed on or about the date hereof and the related Prospectus.

Stephen R. Russo, CPA

Manasquan, New Jersey
January 4, 2000

<ARTICLE> 5

<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUL-31-2000
<PERIOD-START> AUG-01-1999
<PERIOD-END> OCT-31-1999
<CASH> 4,809,699
<SECURITIES> 0
<RECEIVABLES> 84,200
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 5,620,290
<PP&E> 47,093
<DEPRECIATION> 23,381
<TOTAL-ASSETS> 5,927,278
<CURRENT-LIABILITIES> 424,236
<BONDS> 0
0
0
<COMMON> 140
<OTHER-SE> 5,502,902
<TOTAL-LIABILITY-AND-EQUITY> 5,927,278
<SALES> 306,106
<TOTAL-REVENUES> 306,106
<CGS> 1,352,311
<TOTAL-COSTS> 1,352,311
<OTHER-EXPENSES> 1,103,688
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (2,093,992)
<INCOME-TAX> 0
<INCOME-CONTINUING> (2,093,992)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,093,992)
<EPS-BASIC> (0.15)
<EPS-DILUTED> (0.15)

</TABLE>