SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
April 8, 2002
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Date of report (Date of earliest event reported)
JAG Media Holdings, Inc.
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(Exact Name of Registrant as Specified in Charter)
Nevada 000-28761 88-0380546
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(State or Other (Commission File Number) (IRS Employer
Jurisdiction of Identification No.)
Incorporation)
6865 SW 18th Street, Suite B13, Boca Raton, Florida 33433
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(Address of Principal Executive Offices) (Zip Code)
(561) 393-0605
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(Registrant's telephone number, including area code)
Not applicable.
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(Former Name or Address, if Changed Since Last Report)
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(b) Pro Forma Financial Information.
On April 8, 2002, JAG Media Holdings, Inc. (the Company") effected a
recapitalization of its common stock into shares of Class A common stock and
Class B common stock. Pursuant to the terms of a Certificate of Amendment of the
Company's Articles of Incorporation, a copy of which was previously filed on
April 17, 2002 with the Securities and Exchange Commission as an exhibit to the
Company's Current Report on Form 8-K, each one and one-tenth (1.1) shares of the
Company's outstanding common stock was reclassified into one (1) share of Class
A common stock and one-tenth (1/10th) of a share of Series 1 Class B common
stock.
An Unaudited Condensed Pro Forma Balance Sheet showing the effects of the
assumption that the recapitalization had been effected as of January 31, 2002 is
attached hereto as Exhibit 99.1 and incorporated herein by reference.
(c) Exhibits.
Exhibit No. Description
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99.1 Unaudited Condensed Pro Forma Balance Sheet as of January 31,
2002.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
JAG Media Holdings, Inc.
Date: May 1, 2002 By: /s/ Gary Valinoti
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Name: Gary Valinoti
Title: President & CEO
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INDEX TO EXHIBITS
Exhibit No. Description Page
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99.1 Unaudited Condensed Pro Forma Balance Sheet as 5
of January 31, 2002.
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