January 10, 2006
Mail Stop 4561
Thomas J. Mazzarisi
Chairman and Chief Executive Officer
JAG Media Holdings, Inc.
6865 SW 18th Street, Suite B13
Boca Raton, FL 33433
Re: JAG Media Holdings, Inc.
Post-Effective Amendment No. 2 to Form SB-2
Filed December 30, 2005
File No. 333-118029
Dear Mr. Mazzarisi:
We have limited our review of your filing to those issues we
have addressed in our comments. Where indicated, we think you
should
revise your document in response to these comments. If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary. Please be as detailed
as
necessary in your explanation. In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure. After reviewing this information, we may raise
additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
1. Please update your Item 512(a) undertakings in accordance with
the
amendments thereto that became effective as of December 1, 2005.
2. We note the Form 8-K filed on December 30, 2005, in connection
with the proposed merger by and among JAG Media Holdings, Inc.,
Cryptometrics Acquisition, Inc., Cryptometrics, Inc., Robert Barra
and Michael A. Vitale. Please expand your disclosure in the
Business
section on page 1 and the Risk Factors section to reflect the
proposed merger.
As appropriate, please amend your filing in response to
these
comments. You may wish to provide us with marked copies of the
amendment to expedite our review. Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested information. Detailed cover letters greatly
facilitate
our review. Please understand that we may have additional
comments
after reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision. Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.
Before the amended registration statement is declared
effective
pursuant to Section 8 of the Securities Act, the company should
provide us with a letter, acknowledging that:
? should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
? the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
? the company may not assert staff comments and the declaration
of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
Please contact Jennifer Gowetski at (202) 551-3401, or me at
(202) 551-3852 with any questions.
Sincerely,
Michael McTiernan
Special Counsel
cc: W. Preston Tollinger, Jr. (via facsimile)
Morgan, Lewis & Bockius LLP
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Thomas J. Mazzarisi
JAG Media Holdings, Inc.
January 10, 2006
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