UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A (RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12

JAG MEDIA HOLDINGS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction applies:

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2) Aggregate number of securities to which transaction applies:

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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

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4) Proposed maximum aggregate value of transaction:

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5) Total fee paid:

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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or Schedule and the date of its filing.

1) Amount previously paid:

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2) Form, Schedule or Registration Statement No.:

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3) Filing Party:

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4) Date Filed:

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[LOGO]

6865 S.W. 18th Street, Suite B-13
Boca Raton, Florida 33433
(561) 393-0605

January __, 2005

To the Stockholders of JAG Media Holdings, Inc.:

The Annual Meeting of Stockholders of JAG Media Holdings, Inc. will be
held on ____________, _________ __, 2005, at ________, in _________________.

Details of the business to be conducted at the Annual Meeting are
provided in the enclosed Notice of Annual Meeting of Stockholders and Proxy
Statement. Our 2004 Annual Report on Form 10-KSB is also enclosed and provides
additional information regarding our financial results during the fiscal year
ended July 31, 2004.

On behalf of our Board of Directors and employees, I cordially invite
all stockholders to attend the Annual Meeting. It is important that your shares
be voted on matters that come before the meeting. Whether or not you plan to
attend the meeting, I urge you to promptly complete, sign, date and return the
enclosed proxy card in the prepaid envelope provided. You may also grant your
proxy via the internet by following the instructions on the proxy card.

Sincerely,

/S/ THOMAS J. MAZZARISI
-----------------------------------
Thomas J. Mazzarisi
Chairman of the Board and
Chief Executive Officer

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON ________ __, 2005

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of JAG
Media Holdings, Inc., a Nevada corporation (the "Company"), will be held on
___________, _________ __, 2005, at _____________, in _______________, for the
following purposes:

i. To elect two directors to serve for the ensuing year;

ii. To consider and act upon a proposal to ratify the selection of
J.H. Cohn LLP as the Company's independent accountants for 2005;

iii. To consider and act upon a proposal to amend Article Fourth of
the Company's Articles of Incorporation to remove "custody only" trading of the
shares of the Company's Common Stock; and

iv. To transact such other business as may properly come before
the meeting or any adjournment thereof.

The close of business on Friday, January 7, 2005 has been fixed as the
record date for determining the stockholders entitled to notice of and to vote
at the Annual Meeting. Only holders of record of Common Stock of the Company at
that date are entitled to vote at the Annual Meeting or any adjournments
thereof.

By Order of the Board of Directors,

/S/ STEPHEN J. SCHOEPFER
-----------------------------------
Stephen J. Schoepfer
Secretary

Boca Raton, Florida
________ __, 2005

YOUR VOTE IS IMPORTANT. PLEASE COMPLETE, SIGN, DATE AND MAIL THE ENCLOSED PROXY
IN THE ACCOMPANYING ENVELOPE EVEN IF YOU INTEND TO BE PRESENT AT THE MEETING.
RETURNING THE PROXY WILL NOT LIMIT YOUR RIGHT TO VOTE IN PERSON OR TO ATTEND THE
ANNUAL MEETING, BUT WILL ENSURE YOUR REPRESENTATION IF YOU CANNOT ATTEND. YOU
MAY ALSO GRANT YOUR PROXY VIA THE INTERNET BY FOLLOWING THE INSTRUCTIONS ON THE
PROXY CARD. IF YOU HOLD SHARES IN MORE THAN ONE NAME, OR IF YOUR STOCK IS
REGISTERED IN MORE THAN ONE WAY, YOU MAY RECEIVE MORE THAN ONE COPY OF THE PROXY
MATERIAL. IF SO, PLEASE SIGN AND RETURN EACH OF THE PROXY CARDS THAT YOU RECEIVE
SO THAT ALL OF YOUR SHARES MAY BE VOTED. THE PROXY IS REVOCABLE AT ANY TIME
PRIOR TO ITS USE.

[LOGO]

JAG MEDIA HOLDINGS, INC.
6865 S.W. 18TH STREET, SUITE B-13
BOCA RATON, FLORIDA 33433
(561) 393-0605

___________ __, 2005

PROXY STATEMENT

This Proxy Statement is being mailed on or about ___________ __, 2005,
to holders of record as of January 7, 2005 (the "Record Date"), of Common Stock,
par value $0.00001 per share ("Common Stock"), of JAG Media Holdings, Inc. (the
"Company" or "JAG Media") in connection with the solicitation by the Board of
Directors of the Company of a proxy in the enclosed form for the Annual Meeting
of Stockholders of the Company to be held on ___________ __, 2005 (the "Annual
Meeting").

A proxy card is enclosed for your use. YOU ARE REQUESTED ON BEHALF OF
THE BOARD OF DIRECTORS TO SIGN, DATE AND RETURN THE PROXY CARD IN THE
ACCOMPANYING ENVELOPE, which requires no postage if mailed in the United States.
YOU MAY ALSO GRANT YOUR PROXY VIA THE INTERNET BY FOLLOWING THE INSTRUCTIONS ON
THE PROXY CARD.

If no instructions are specified on the proxy, shares represented
thereby will be voted for the election of the two nominees listed herein as
directors of the Company and for Proposals 2 and 3 described herein.

Any stockholder who has given a proxy may revoke his or her proxy by
executing a proxy bearing a later date or by delivering written notice of
revocation of his or her proxy to the Secretary of the Company at the Company's
executive offices at any time prior to the meeting or any postponement or
adjournment thereof. Any stockholder who attends in person the Annual Meeting or
any postponement or adjournment thereof may revoke any proxy previously given
and vote by ballot.

As of January 7, 2005, there were ___________ shares of Common Stock
issued and outstanding. Every holder of Common Stock is entitled to one vote, in
person or by proxy, for each share of Common Stock outstanding in the holder's
name on our Company's stock transfer records. The presence of the holders of a
majority of the issued and outstanding shares of Common Stock entitled to vote
at the Annual Meeting, either in person or represented by properly executed
proxies, is necessary to constitute a quorum for the transaction of business at
the Annual Meeting. Abstentions and broker "non-votes" (which result when a
broker holding shares for a beneficial owner has not received timely voting
instructions on certain matters from such beneficial owner) will be counted for
purposes of determining the existence of a quorum at the Annual Meeting. If
there are not sufficient shares represented in person or by proxy at the meeting
to constitute a quorum, the meeting may be postponed or adjourned in order to
permit further solicitation of proxies by the Company. Proxies given pursuant to
this solicitation and not revoked will be voted at any postponement or
adjournment of the Annual Meeting in the manner set forth above.

Nevada law specifies that directors must be elected by a plurality of
the votes cast by holders of shares of Common Stock. Cumulative voting for the
election of directors is not permitted. The ratification of the appointment of
the Company's auditors (Proposal 2) will require the affirmative vote of holders
of a majority of the shares of Common Stock whose votes are cast on the subject
matter. The amendment of Article Fourth of the Company's Articles of
Incorporation to remove "custody only" trading of the Company's shares of Common
Stock (Proposal 3) will require the affirmative vote of a majority of the
outstanding shares of Common Stock.

Abstentions and broker non-votes will be treated as shares present and
will count for purposes of determining the presence of a quorum. Abstentions and
broker non-votes will not be counted for purposes of determining an affirmative
plurality vote with respect to Proposal 1 or majority vote with respect to
Proposal 2. Accordingly, in the case of shares that are present at the Annual
Meeting for quorum purposes, not voting such shares for a particular nominee for
director (Proposal 1) will not prevent the election of such nominee if other
stockholders vote for such nominee, nor will an abstention on the proposal to
ratify the appointment of the Company's auditors (Proposal 2) operate as a vote
"against" such proposal. However, because the affirmative vote of a majority of
the outstanding shares of Common Stock is required to approve the amendment and
restatement of Article Fourth of the Company's Articles of Incorporation
(Proposal 3), abstentions and broker non-votes will have the same effect as
votes against such proposal.

The expense of preparing, printing and mailing proxy solicitation
materials will be borne by the Company. In addition, certain directors,
officers, representatives and employees of the Company may solicit proxies by
telephone and personal interview. Such individuals will not receive additional
compensation from the Company for solicitation of proxies, but may be reimbursed
for reasonable out-of-pocket expenses in connection with such solicitation.
Banks, brokers and other custodians, nominees and fiduciaries also will be
reimbursed by the Company for their reasonable expenses for sending proxy
solicitation materials to the beneficial owners of Common Stock.

The Company's Annual Report on Form 10-KSB for the year ended July 31,
2004 (the "Annual Report"), which contains the Company's financial statements
for such year, is being mailed to all stockholders entitled to vote at the
Annual Meeting with this Proxy Statement.

PROPOSAL 1

ELECTION OF DIRECTORS

The number of directors of the Company currently is fixed at three. The
Board of Directors has nominated the two persons named below to serve as
directors until the next Annual Meeting of Stockholders or until their earlier
resignation or removal. If any of the nominees should be unavailable to serve
for any reason (which is not anticipated), the Board of Directors may (i)
designate a substitute nominee or nominees, in which case the persons named on
the enclosed proxy card, or its substitute, will vote all valid proxy cards for
the election of such substitute nominee, (ii) allow the vacancy to remain open
until a suitable candidate or candidates are located or (iii) by resolution
provide for fewer directors. Proxies for this Annual Meeting may not be voted
FOR more than two nominees.

NOMINEES FOR ELECTION AT THIS ANNUAL MEETING.

Thomas J. Mazzarisi, age 47, is our Chairman of the Board, Chief
Executive Officer and General Counsel. Previously, Mr. Mazzarisi served as our
Executive Vice President and General Counsel from March 1999 to April 2, 2004
and as our Chief Financial Officer from November 9, 2001 to April 2, 2004. Mr.
Mazzarisi has been a member of our Board of Directors since July 1999. From 1997
until joining the Company, 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 J. Schoepfer, age 45, is our President, Chief Operating
Officer, Chief Financial Officer and Secretary. Previously, Mr. Schoepfer served
as our Executive Vice President, Chief Operating Officer and Secretary from July
1999 to April 2, 2004. Mr. Schoepfer has been a member of our Board of Directors
since July 1999. Prior to joining the Company 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.

VOTE REQUIRED FOR APPROVAL.

The vote of a plurality of holders of the outstanding shares of Common
Stock present in person or represented by duly executed proxies at the Annual
Meeting for the election of a given nominee is necessary to elect such nominee
as a director of the Company. Accordingly, the two director nominees receiving
the greatest number of votes cast will be elected, regardless of the number of
votes withheld for the election of such director nominees. Shares represented by
an executed proxy in the form enclosed will, unless otherwise directed, be voted
for the election of the two persons nominated to serve as directors.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE
FOR THE ELECTION OF THE TWO PERSONS NOMINATED TO SERVE AS DIRECTORS.

BOARD ORGANIZATION AND MEETINGS.

During the fiscal year ended July 31, 2004, the Board of Directors
acted on seven occasions by unanimous written consent.

The Company does not have a standing audit, nominating or compensation
committee. The Company does not believe it is feasible or in the best interest
of the Company to establish stand alone audit, nominating or compensation
committees given that as of November 1, 2004 the Company only had five
employees, two of whom serve as directors.

Our two directors and executive officers, Messrs. Mazzarisi and
Schoepfer, are responsible for reviewing and recommending potential nominees to
the Board of Directors, but do not follow any specific process in identifying
and evaluating the nominees. Historically, including for purposes of this
forthcoming Annual Meeting, nominations have never been submitted by the
Company's stockholders and our directors have therefore never considered any
such nominations. However if in the future stockholders would like to nominate
persons for election as directors they could submit such nominations in writing
by mail to the Board of Directors, c/o Thomas J. Mazzarisi, JAG Media Holdings,
Inc., 6865 S.W. 18th Street, Suite B-13, Boca Raton, FL 33433. In order to
ensure that our Board has a reasonable opportunity to evaluate such nominations,
the Company requests that such nominations be submitted no later than 120 days
prior to the mailing of our proxy statement.

Stockholders may communicate with any or all members of the Board of
Directors by writing to the above address. We encourage our directors to attend
the annual meeting of stockholders. [Two members of the Board of Directors
attended the annual meeting of stockholders held on February 11, 2004 (one in
person and one by telephone).]

DIRECTORS' REMUNERATION.

The Company currently does not compensate its directors, all of whom
receive compensation as officers.

PROPOSAL 2

APPOINTMENT OF INDEPENDENT AUDITORS

The Board of Directors, subject to ratification by the stockholders,
has appointed J.H. Cohn LLP as independent public accountants to examine the
Company's consolidated financial statements for the fiscal year ending July 31,
2005. J.H. Cohn LLP has served as the Company's independent public accountants
since April 1999 and performed the audit of the Company's 2004 financial
statements.

J.H. Cohn LLP is not expected to be at the Annual Meeting.

VOTE REQUIRED FOR APPROVAL.

The affirmative vote of holders of a majority of the shares of Common
Stock whose votes are cast on this proposal is required to ratify the
appointment of the Company's independent accountants. Shares represented by an
executed proxy in the form enclosed, or its substitute, will, unless otherwise
directed, be voted "FOR" the ratification of the appointment of J.H. Cohn LLP as
the Company's independent auditors.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE
FOR THE RATIFICATION OF THE APPOINTMENT OF J.H. COHN LLP AS INDEPENDENT PUBLIC
ACCOUNTANTS TO AUDIT THE COMPANY'S CONSOLIDATED FINANCIAL STATEMENTS FOR THE
FISCAL YEAR ENDING JULY 31, 2005.

AUDIT FEES.

The aggregate fees billed for the fiscal years ended July 31, 2003 and
2004 for professional services rendered by J.H. Cohn LLP for the audit of the
our annual financial statements and the review of the financial statements
included in our quarterly reports on Form 10-QSB were $67,634 and $66,793,
respectively.

AUDIT RELATED FEES.

The aggregate fees billed for the fiscal years ended July 31, 2003 and
2004 for assurance and related services rendered by J.H. Cohn LLP related to the
performance of the audit or review of our financial statements were $29,153 and
$25,678, respectively. The services rendered by J.H. Cohn LLP in this regard
were accounting services relating to the preparation of various registration
statements and other regulatory filings made by the Company.

TAX FEES.

The aggregate fees billed for the fiscal years ended July 31, 2003 and
2004 for services rendered by J.H. Cohn LLP in connection with the preparation
of our federal and state tax returns were $3,855 and $4,000, respectively.

ALL OTHER FEES.

There were no other fees for the fiscal years ended July 31, 2003 and
2004.

PRE-APPROVAL POLICIES AND PROCEDURES.

The Board of Directors is required to pre-approve the rendering by our
independent auditor of audit or permitted non-audit services.

PROPOSAL 3

APPROVAL OF AN AMENDMENT OF ARTICLE FOURTH OF THE ARTICLES OF
INCORPORATION OF THE COMPANY WHICH WOULD REMOVE "CUSTODY ONLY" TRADING
OF SHARES OF THE COMPANY'S COMMON STOCK

At the Annual Meeting, the stockholders of the Company will be asked to
consider and vote upon an amendment of Article Fourth of the Company's Articles
of Incorporation (the "Amendment") (see Appendix A attached hereto). The effect
of the Amendment will be to remove "custody only" trading of the shares of the
Company's common stock in order to comply with the recent adoption by the
Securities and Exchange Commission (the "SEC") of Rule 17Ad-20 under the
Securities Act of 1934, as amended (the "Act").

Rule 17Ad-20 under the Act, which will become effective on March 7,
2005, prohibits registered transfer agents from effecting any transfer of any
equity security registered under Section 12 or any equity security that subjects
an issuer to reporting under Section 15(d) of the Act if such security is
subject to any restriction or prohibition on transfer to or from a securities
intermediary, such as clearing agencies, banks, or broker-dealers. Under this
new SEC rule, our transfer agent will not be permitted to effect transfers of
our shares of Common Stock so long as shares of our Common Stock are subject to
"custody only" trading. Given the size of our Company and the trading volume in
our securities, we do not believe it would be practical for us to serve as our
own transfer agent. Even if we were able to act as our own transfer agent, Rule
17Ad-20 might still prohibit us from effecting transfers while our shares are
subject to "custody only" trading.

If the stockholders approve the Amendment, the Board of Directors will
amend the Company's bylaws to remove the provisions relating to "custody only"
trading.

VOTE REQUIRED FOR APPROVAL OF AMENDMENT.

The affirmative vote of holders representing a majority of the
outstanding voting power of existing Common Stock at the Record Date is required
to approve the Amendment.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE
FOR APPROVAL OF THE AMENDMENT.

PRINCIPAL EFFECTS OF THE AMENDMENT.

Effective Time. If the Amendment is approved by our stockholders at the
Annual Meeting, our shares of Common Stock will no longer be subject to "custody
only" trading effective upon filing the Amendment with the Secretary of State of
the State of Nevada (the "Effective Time").

Effect on Capital Structure. The Amendment will have no effect on the
capital structure of the Company.

Change in Manner in which Shares of Common Stock may be Transferred.
Approval of the Amendment would have the following effects on the manner in
which our shares of Common Stock may be transferred after the Effective Time:

o the transfer of our shares of Common Stock will no longer be
required to be made only by delivery of physical stock
certificates; and

o certificates for our shares of Common Stock may be issued in
the name of Depository Trust Company ("DTC"), Cede & Co. or
other nominees, and thus trades of our shares of Common Stock
may settle through DTC.

Compliance with Rule 17Ad-20 Adopted by the SEC. Approval of the
Amendment will allow our transfer agent to comply with Rule 17Ad-20 of the Act.

PURPOSES OF THE AMENDMENT.

At the Company's 2003 Annual Meeting, our stockholders approved, among
other matters, an amendment and restatement of Article Fourth of the Articles of
Incorporation of the Company to effect a recapitalization. The recapitalization,
which was effected on June 4, 2004, required that the new "certificate only"
shares of Common Stock issued in connection with the recapitalization bear the
name of the beneficial owner on the face of each stock certificate. The new
shares of Common Stock were to be issued and traded in certificated form only
and could not be registered solely in the name of a nominee such as Cede & Co.
or DTC unless at all times the name of the beneficial owner of such shares of
Common Stock would be reflected on the face of the certificate. This form of
"custody only" trading was first announced in a press release dated January 24,
2003 by our Board. Our Board amended our Bylaws to adopt custody only trading
effective as of such date (the "Amended Bylaws"). The proposal to implement
custody only trading of our shares of Class A Common Stock had been earlier
presented to our stockholders for consideration at our 2003 Annual Meeting which
was then held on January 31, 2003. In a straw vote, in excess of 21,000,000
shares (representing more than 98% of the votes cast on the matter) were voted
in favor of the custody only trading proposal contained in our proxy statement.

Custody only trading was implemented by the Board of Directors in an
effort to combat naked short selling in the Company's shares of Common Stock. In
late 2001, our Board of Directors suspected that the price of the shares of our
Common Stock trading on the NASDAQ OTC Bulletin Board might have been
artificially affected by abnormally high short selling by speculators who were
not stockholders of the Company. The directors were concerned that speculators
might have been engaging in a practice commonly known as "naked short selling,"
which means that certain brokers may have been permitting their short selling
customers to sell shares their customers did not own and may have failed to
borrow so that such customers were not capable of delivering the shares sold to
the purchaser of the shares. Accordingly, new share certificates are issued
conforming to the rights of stockholders and no stock certificates are issued or
entered into the Company's books via its transfer agent in the name of Cede &
Co., DTC or any entity fulfilling a similar function unless the name of the
ultimate beneficial owner of the shares is reflected on the face of such
certificate as required by the current Amended and Restated Articles and our
Amended Bylaws.

On November 30, 2004, the SEC adopted Rule 17Ad-20 under the Act that
prohibits registered transfer agents from effecting any transfer of any equity
security registered under Section 12 or any equity security that subjects an
issuer to reporting under Section 15(d) of the Act if such security is subject
to any restriction or prohibition on transfer to or from a securities
intermediary, such as clearing agencies, banks, or broker-dealers. The rule
becomes effective on March 7, 2005.

In order to allow our transfer agent to comply with Rule 17Ad-20, the
Board of Directors unanimously recommends that stockholders approve the
Amendment which would remove the provisions relating to "custody only" trading
of the shares of Common Stock. The Amendment will have no effect on the rights,
preferences, privileges and restrictions of the shares of Common Stock.

STOCK OWNERSHIP

The following table sets forth information regarding the beneficial
ownership of our Common Stock as of January 7, 2005 (except as otherwise
indicated) by (i) each person known by the Company to be the beneficial owner of
more than 5% of our Common Stock, (ii) each director and nominee to be a
director, (iii) each named executive officer and (iv) all directors and
executive officers as a group. Except as otherwise indicated below, each of the
persons named in the table has sole voting and investment power with respect to
the shares set forth opposite such person's name.

NAME AND ADDRESS OF BENEFICIAL OWNER NUMBER OF SHARES BENEFICIALLY OWNED(1) PERCENTAGE OF CLASS(2)
- ------------------------------------ -------------------------------------- ----------------------

Gary Valinoti [5,102,000](1)(2)(3)(4) [11.4]%
4 Page Drive
Red Bank, NJ 07701

Thomas Mazzarisi (Chairman of the Board, [610,000](1)(5) [1.4]%
Chief Executive Officer and General Counsel)
6865 S.W. 18th Street, Suite B-13,
Boca Raton, Florida 33433

Stephen Schoepfer (President, [325,000](1)(6) *
Chief Operating Officer,
Chief Financial Officer and Director)
6865 S.W. 18th Street, Suite B-13,
Boca Raton, Florida 33433

All executive officers and directors as a [935,000](1)(5)(6) [2.1]%
group (2 persons)

- ----------

* Less than one percent

(1) Based on [44,235,299] shares of Common Stock issued and outstanding as of
January 7, 2005, plus the number of shares of Common Stock which the
beneficial owner has the right to acquire within 60 days, if any.

(2) Includes 524,498 shares of Common Stock owned by Mr. Valinoti's wife,
Cathleen Valinoti.

(3) Includes 1,000,000 shares of Common Stock issuable upon the exercise of
stock options.

(4) Based on Form 5 filed on September 14, 2004.

(5) Includes 500,000 shares of Common Stock issuable upon the exercise of stock
options.

(6) Includes 250,000 shares of Common Stock issuable upon the exercise of stock
options.

TRADING MARKET AND PRICE

From March 26, 1999 through April 8, 2002, our Common Stock was traded
in the over-the-counter market on the NASDAQ OTC Bulletin Board under the symbol
JNOT. 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 sales prices of our
Common Stock from March 26, 1999 through April 8, 2002, the date of our first
recapitalization. Such prices are inter-dealer quotations without retail
mark-ups, mark-downs or commissions, and may not represent actual transactions.

Fiscal Year 2000 High Low
- ---------------- ---- ---

First Quarter, ending October 31, 1999.................... $8.19 $5.38
Second Quarter, ending January 31, 2000................... 8.00 3.38
Third Quarter, ending April 30, 2000...................... 5.50 1.50
Fourth Quarter, ending July 31, 2000...................... 2.88 0.81

Fiscal Year 2001
- ----------------

First Quarter, ending October 31, 2000.................... 2.13 0.94
Second Quarter, ending January 31, 2001................... 1.16 0.13
Third Quarter, ending April 30, 2001...................... 0.27 0.04
Fourth Quarter, ending July 31, 2001...................... 0.45 0.04

Fiscal Year 2002
- ----------------

First Quarter, ending October 31, 2001.................... 0.32 0.05
Second Quarter, ending January 31, 2002................... 0.49 0.05
Third Quarter, through April 8, 2002...................... 1.40 0.34

On April 8, 2002, we effected a recapitalization of our Common Stock
pursuant to which each one and one-tenth (1.1) shares of our 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.

Our Class A Common Stock traded in the over-the-counter market on the
NASDAQ OTC Bulletin Board under the symbol JGMHA. The following table reflects
quarterly high and low sales prices of our Common Stock from April 9, 2002
through July 31, 2004. Such prices are inter-dealer quotations without retail
mark-ups, mark-downs or commissions, and may not represent actual transactions.

High Low
---- ---

April 9, 2002 through April 30, 2002...................... $1.50 $0.50
Fourth Quarter, ending July 31, 2002...................... 0.82 0.23

Fiscal Year 2003
- ----------------

First Quarter, ending October 31, 2002.................... 0.51 0.21
Second Quarter, ending January 31, 2003................... 1.48 0.25
Third Quarter, ending April 30, 2003...................... 0.97 0.41
Fourth Quarter, ending July 31, 2003...................... 0.87 0.34

Fiscal Year 2004
- ----------------

First Quarter, ending October 31, 2003.................... 0.67 0.30
Second Quarter, ending January 31, 2004................... 1.00 0.25
Third Quarter, ending April 30, 2004...................... 1.45 0.51
Fourth Quarter, ending July 31, 2004...................... 1.10 0.30

On June 4, 2004, we effected a second recapitalization pursuant to
which each share of our outstanding Class A Common Stock and Series 1 Class B
Common Stock was reclassified into one (1) share of new Common Stock.

From June 7, 2004 to August 11, 2004 our Common Stock traded in the
over-the-counter market on the Pink Sheets under the symbol JAGHV. Our Common
Stock trades in the over-the-counter market on the Pink Sheets under the symbol
JAGH. The following table reflects quarterly high and low sales prices of our
Common Stock from August 1, 2004 through December __, 2004. Such prices are
inter-dealer quotations without retail mark-ups, mark-downs or commissions, and
may not represent actual transactions.

Fiscal Year 2005 High Low
- ---------------- ---- ---

First Quarter, ending October 31, 2004.................... $0.88 $0.15
Second Quarter, through December __, 2004................. ______ ______

As of January 7, 2005, there were _____ stockholders of record of our
Common Stock. On January __, 2005, the closing bid price for our Common Stock
was $ ____.

DIVIDEND POLICY.

We have never paid any cash dividends on our Common Stock and
anticipate that, for the foreseeable future, no cash dividends will be paid on
our 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.

On March 18, 2003, we announced our intention to declare a special
stock dividend. To effect such dividend, we filed a Certificate of Designation
with the Secretary of State of the State of Nevada on April 11, 2003 which
designated a new series of Class B Common Stock, par value $0.00001 per share,
which was distributed by dividend to the our stockholders of record as of the
close of business on April 14, 2003 in the ratio of one share of Series 2 Class
B Common Stock for every 100 shares of Common Stock.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE.

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, 2002, 2003 and
2004. Except as listed in the table below, no executive officer holding office
in fiscal year 2004 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.

Annual Compensation
Long-Term
Compensation
Common Shares
Other Subject to
Fiscal Annual Options All Other
Name and Principal Position Year Salary Bonus Compensation Granted Compensation
--------------------------- ---- ------ ----- ------------ ------- ------------

Thomas J. Mazzarisi, 2004 $150,000 -- -- -- --
Chairman of the Board, 2003 $150,000 -- -- -- --
Chief Executive Officer and 2002 $150,000 -- -- 1,000,000(1)
General Counsel

Stephen J. Schoepfer, 2004 $150,000 -- -- -- --
President, Chief Operating 2003 $150,000 -- -- -- --
Officer, Chief Financial Officer 2002 $150,000 -- -- 1,000,000(1)
and Secretary

Gary Valinoti 2004 $ 96,924 -- -- -- $150,000(2)
(Mr. Valinoti served as Chief 2003 $150,000 -- -- -- --
Executive Officer, President and 2002 $150,000 -- -- 1,000,000(1)
director of the Company from March
2000 to April 2, 2004, but is no
longer employed by the Company

Raymond G. Taylor 2004 $ -- -- -- -- --
(Mr. Taylor served as Chief 2003 $ -- -- -- -- --
Financial Officer of the Company from 2002 $ 25,000 -- -- -- --
April 1,2001 to November 9, 2001, but
is no longer employed by the Company.)

- ----------
(1) In lieu of the 900,000 options granted to the executive on December 14,
2000, which options were cancelled effective August 31, 2001, the executive
was granted options to purchase 1,000,000 shares of our common stock at an
exercise price of $0.02 per share pursuant to an amended and restated
employment agreement dated August 31, 2001.

(2) Lump-sum termination payment paid pursuant to a separation agreement
entered into by us and Gary Valinoti effective April 2, 2004.

OPTION GRANTS IN FISCAL YEAR 2004.

No freestanding SARs or restricted stock awards were granted to, or
exercised by, any of our named executive officers during the fiscal year ended
July 31, 2004.

The following table sets forth information regarding options to acquire
shares of our Common Stock granted under our Long-Term Incentive Plan to Gary
Valinoti (our former Chief Executive Officer), Thomas J. Mazzarisi (our
Chairman, Chief Executive Officer and General Counsel) and Stephen J. Schoepfer
(our President, Chief Operating Officer, Chief Financial Officer and Secretary)
as of July 31, 2004.

OPTION GRANTS IN PERIOD BEGINNING AUGUST 1, 2003
AND ENDING JULY 31, 2004

PERCENTAGE OF
TOTAL
OPTIONS GRANTED TO
EMPLOYEES
IN THE PERIOD
NUMBER OF BEGINNING
SECURITIES AUGUST 1, 2002
UNDERLYING AND ENDED EXERCISE OR
OPTIONS EXPIRATION JULY 31, BASE PRICE PER MARKET PRICE ON
NAME DATE GRANTED 2003 ($/SHARE) THE DATE OF GRANT EXPIRATION DATE
- ---- ------------------ ------------------ -------------- ----------------- ---------------

Gary Valinoti 0 * * * *
Stephen J. Schoepfer 0 * * * *
Thomas J. Mazzarisi 0 * * * *

- ----------
* Not applicable.

REPORT ON REPRICING OF OPTIONS.

Our Board believes that the retention of executives who possess an
in-depth knowledge of our operations, contacts within the professional financial
community for certain information that we provide to our subscribers and the
skills and expertise required to lead our organization is vital to our
competitive strength. It is the policy of our Board to award stock options to
our executive officers in order to align their interests with those of our
long-term investors and to help attract and retain these persons. It is our
Board's goal to preserve this incentive as an effective tool in compensating,
motivating and retaining our executives. We have granted these options at
exercise prices below the market price of our stock as a form of immediate
compensation to our executives.

We did not reprice any stock options during our fiscal year ended July
31, 2004.

OPTION EXERCISES IN FISCAL YEAR 2003.

The following table sets forth certain information regarding the stock
options exercised during the fiscal year ended July 31, 2004 and the stock
options held as of July 31, 2004 by Gary Valinoti (our former Chief Executive
Officer), Thomas J. Mazzarisi (our Chairman, Chief Executive Officer and General
Counsel) and Stephen J. Schoepfer (our President, Chief Operating Officer, Chief
Financial Officer and Secretary).

AGGREGATE OPTION EXERCISES IN 2004 OPTION VALUES

SHARES
ACQUIRED NUMBER OF SHARES UNDERLYING
ON VALUE UNEXERCISED OPTIONS AT VALUE OF UNEXERCISED IN-THE
NAME EXERCISE REALIZED JULY 31, 2004 MONEY OPTIONS AT JULY 31, 2004
- ------------------------ -------- -------- ------------------------------- ------------------------------
Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------

Gary Valinoti 0 0 1,000,000 0 $530,000 0
Thomas J. Mazzarisi 0 0 500,000 0 $265,000 0
Stephen J. Schoepfer 250,000 $289,171 250,000 0 $132,500 0

DIRECTOR COMPENSATION.

We currently do not compensate our directors for their services in such
capacity.

1999 LONG-TERM INCENTIVE PLAN.

In October, 1999 the Board of Directors approved the 1999 Long-Term
Incentive Plan. This plan was most recently amended in April 2002. 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 the Company. Individual awards under the plan may take
the form of:

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

o stock appreciation rights;

o restricted or deferred stock;

o dividend equivalents;

o bonus shares and awards in lieu of our obligations to pay cash
compensation; and

o 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 that may be subject to outstanding awards
under the plan will not exceed 6,000,000 shares of Common Stock. As of July 31,
2004, there were a total of 1,750,000 shares of common stock subject to
outstanding options granted under the plan. These options have an exercise price
of $0.02 per share.

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 our 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 our 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.

We 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 certain options, stock appreciation
rights and performance-based awards granted thereafter if the Company complies
with certain requirements under Section 162(m).

EMPLOYMENT CONTRACTS.

Mazzarisi and Schoepfer Employment Agreements.

Our employment agreements with our executives expired on August 31,
2004. However, the compensation of Messrs. Mazzarisi and Schoepfer is continuing
per the terms of their respective former employment agreements and we expect to
renew their employment agreements. Below is a description of our executives'
employment agreements, which were effective during the fiscal year ended July
31, 2004.

On August 31, 2001, we entered into amended and restated three-year
employment agreements with each of Stephen J. Schoepfer (our President, Chief
Operating Officer, Chief Financial Officer and Secretary) and Thomas J.
Mazzarisi (our Chairman of the Board, Chief Executive Officer and General
Counsel). These agreements amended and superseded the original employment
agreements, dated December 14, 2000, between us and the executives named above.
Each of these amended and restated employment agreements expired on August 31,
2004 and provided for an annual base salary of $150,000. In addition, each
executive was entitled to receive annual incentive stock bonuses as follows:

o 500,000 shares of Common Stock if the average closing bid
price of our Common Stock for year 1 under the contract was
$1.00 or greater;

o 500,000 shares of Common Stock if the average closing bid
price of our Common Stock for year 2 under the contract was
$2.00 or greater; and

o 500,000 shares of Common Stock if the average closing bid
price of our Common Stock for year 3 under the contract was
$3.00 or greater.

No shares of Common Stock were earned in years 1, 2 or 3.

In addition, each executive was entitled to receive a 5% non-dilutable
interest (i.e., a constant percentage ownership interest) in any subsidiary
established by the Company for its Hispanic/Latin operations. The executives was
also to be granted an option to purchase a 5% ownership interest in any
subsidiary that the Company successfully creates and spins off during the term
of their employment contracts.

In addition, pursuant to these amended and restated employment
agreements, each of the above named executives is entitled to the same medical
and other benefits, including health and life insurance coverage, as were
provided to other employees of the Company. In the event the Company terminated
the employment of any of such executives without cause or such executive resigns
for good reason as defined in the employment agreements, such executive would
have been entitled to receive (i) continued medical and life insurance coverage
for a period equal to the greater of one year or the number of years and
fractions thereof between the date of such termination and the end of the term
(the Severance Period), (ii) a lump sum cash payment equal to the executive's
highest rate of annual salary in effect during the term multiplied by the
Severance Period, (iii) a lump sum cash payment equal to the number of accrued
and unused vacation days calculated at the executive's then current salary rate
and (iv) accelerated vesting of all of the executive's outstanding stock
options. Such cash payments would have had to been made within 10 days of
termination of employment, and were not subject to offset for amounts earned by
the executive in respect of any subsequent employment, nor was the executive
required to seek any such subsequent employment.

Further, immediately prior to a "change in control" (as defined in our
Long-Term Incentive Plan) of the Company, the above-named executives would be
granted an option to acquire 1,000,000 shares of our Common stock (subject to
equitable adjustments for stock splits, etc.) at an exercise price equal to 25%
of the closing bid price of the stock immediately prior to such change in
control, which option shall be fully vested and immediately exercisable in full
and expire on a date which is the earlier of ten years from such change in
control and three years after termination of employment. Generally, under our
Long-Term Incentive Plan a "change in control" shall be deemed to have occurred
(i) if there is an acquisition 30% or more of our then outstanding shares of
Common Stock, (ii) Messrs. Mazzarisi and Schoepfer cease for any reason to
constitute at least a majority of the members of our Board, or (iii) a merger,
consolidation, recapitalization, reorganization, sale or disposition of all or a
substantial portion of our assets, or similar transaction shall have occurred.
However, a change in control shall not be deemed to have occurred if
consummation of such a transaction would result in at least 70% of the total
voting power represented by the voting securities of the Company outstanding
immediately after such transaction being beneficially owned by at least 75% of
the holders of outstanding voting securities of the Company immediately prior to
the transaction, with the voting power of each such continuing holder relative
to other such continuing holders not substantially altered in the transaction.

In the unlikely event that we issue to Cornell Capital under the equity
line more than approximately 17,400,000 shares of our Common Stock and Cornell
Capital does not sell any such shares and we issue no other shares, such
issuance to Cornell Capital would result in the acquisition by Cornell Capital
of more than 30% of our then outstanding shares of Common Stock and would
trigger the change in control provisions in the employment agreements of our
executive officers. As a result, each of Messrs. Mazzarisi and Schoepfer would
be granted an option to acquire 1,000,000 shares of our Common Stock at an
exercise price equal to 25% of the closing bid price of the stock immediately
prior to such change in control, which option would be fully vested and
immediately exercisable in full and expire on a date which would be the earlier
of ten years from such change in control and three years after termination of
such person's employment. The occurrence of the change of control would also
permit each executive to resign from the Company if they so chose and be
entitled to all of the severance benefits described above, including medical and
life insurance coverage, accelerated vesting of outstanding stock options and
certain lump sum cash payments.

Pursuant to the terms and conditions of the amended and restated
employment agreements, we cancelled outstanding options granted to each of
Messrs. Mazzarisi and Schoepfer to purchase an aggregate of 900,000 shares of
our Common Stock exercisable at a price per share of $0.25. In lieu of these
options, we have granted on August 31, 2001 to each of Messrs. Mazzarisi and
Schoepfer to purchase an aggregate of 1,000,000 shares of our Common Stock
exercisable at a price per share of $0.02, all of which vested immediately upon
the execution of the amended and restated agreements. These options are subject
to the terms of our 1999 Long-Term Incentive Plan, as amended, and may be
exercised, in whole or in part, by the executives on a cashless basis.

Valinoti Separation Agreement.

In connection with Gary Valinoti's resignation as our President and
Chief Executive Officer effective April 2, 2004, we entered into a separation
agreement whereby, in exchange for a release of all claims against us, Mr.
Valinoti received a lump-sum termination payment equal to $150,000 and is
entitled to continued medical and life insurance coverage for the 12 month
period following the date of termination. The continuation of benefits is
subject to Mr. Valinoti's continued compliance with the "Company Policies" and
"Confidentiality" provisions contained in Mr. Valinoti's employment agreement
with Jagnotes.com, Inc., dated August 31, 2001. In addition, pursuant to the
terms of the separation agreement, Mr. Valinoti obtained ownership and title to
the computer, printer, mobile telephone, personal digital assistant, portable
digital dictation device and related equipment and software that Mr. Valinoti
was using at the time of his termination.

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 the Company's best interest. In the case of an action brought by or in
the right of the Company, 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 the Company, 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.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Under the securities laws of the United States, our directors,
executive officers and any person holding more than 10% of our common stock are
required to file initial forms of ownership of our common stock and reports of
changes in that ownership at the Securities and Exchange Commission. Specific
due dates for these forms have been established, and we are required to disclose
in this report any failure to file by these dates.

Based solely on our review of the copies of such forms received by it
with respect to fiscal 2004, or written representations from certain reporting
persons, to the best of our knowledge, all reports were filed on a timely basis.

CERTAIN TRANSACTIONS

On April 1, 2002, Thomas J. Mazzarisi, our Chairman, Chief Executive
Officer and General Counsel, loaned us $200,000. The loan was subject to the
terms and conditions of an unsecured promissory note issued by us to Mr.
Mazzarisi on such date. The loan, which bore interest at 9% per annum, was
repaid in full, including interest, by the Company on March 29, 2004.

On April 1, 2002, Stephen J. Schoepfer, our President, Chief Operating
Officer, Chief Financial Officer and Secretary, loaned us $200,000. The loan was
subject to the terms and conditions of an unsecured promissory note issued by us
to Mr. Schoepfer on such date. The loan, which bore interest at 9.0% per annum,
was repaid in full, including interest, by the Company on March 29, 2004.

We used the original proceeds of these loans to fund existing payables
and for general corporate purposes.

SUBMISSION OF STOCKHOLDER PROPOSALS

Any proposal to be presented by a stockholder at the Company's 2006
Annual Meeting of Stockholders must be received by the Company no later than
________ __, 2005, so that it may be considered by the Company for inclusion in
its proxy statement and form of proxy, or its substitute, relating to that
meeting.

OTHER MATTERS

The Board of Directors knows of no matters that are expected to be
presented for consideration at the Annual Meeting other than those described in
this proxy statement. Should any other matter properly come before the Annual
Meeting, however, the persons named in the form of proxy accompanying this proxy
statement will vote all shares represented by proxies in accordance with their
best judgment on such matters.

PROVISION OF CERTAIN ADDITIONAL INFORMATION

The Company's Annual Report for the fiscal year ended July 31, 2004 is
being furnished with this Proxy Statement and pages F-1 to F-19 thereof are
incorporated herein by reference.

By Order of the Board of Directors

/S/ STEPHEN J. SCHOEPFER
-----------------------------------
Stephen J. Schoepfer
Secretary

Dated: ______ __, 2005

APPENDIX A

ARTICLE FOURTH OF THE ARTICLES OF INCORPORATION OF JAG MEDIA HOLDINGS, INC. IS
PROPOSED TO BE AMENDED BY DELETING THE FOLLOWING IDENTIFIED PARAGRAPHS:

FOURTH

Common Stock

o The following Article Fourth, Section 1(d) of the Current Amended and
Restated Articles will be deleted in its entirety:

"(d) Share Certificates. Share certificates shall be issued to
represent the common stock which will specify the number of
shares represented by such certificate and the name(s) of the
record and beneficial owner(s) of such shares. Shares of
common stock may be transferred only on the books of the
Corporation in person or by duly authorized attorney upon
surrender of said certificate properly endorsed and specifying
the new beneficial owner."

Series 2 Class B Common Stock

o The following Article Fourth, Section 2(h) of the Current Amended and
Restated Articles will be deleted in its entirety:

"(h) Share Certificates. Share certificates shall be issued to
represent the Series 2 Class B common stock which will specify
the number of shares represented by such certificate and the
name of the beneficial owner of such shares. Shares of Series
2 Class B common stock may be transferred only on the books of
the Corporation in person or by duly authorized attorney upon
surrender of said certificate properly endorsed and specifying
the new beneficial owner."

Series 3 Class B Common Stock

o The following Article Fourth, Section 3(h) of the Current Amended and
Restated Articles will be deleted in its entirety:

"(h) Share Certificates. Share certificates shall be issued to
represent the Series 3 Class B common stock which will specify
the number of shares represented by such certificate and the
name of the beneficial owner of such shares. Shares of Series
3 Class B common stock may be transferred only on the books of
the Corporation in person or by duly authorized attorney upon
surrender of said certificate properly endorsed and specifying
the new beneficial owner."

PROXY

JAG MEDIA HOLDINGS, INC.

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON _________ __, 2005

The stockholder(s) whose signature(s) appear(s) on the reverse side of
this proxy form hereby appoint(s) Thomas J. Mazzarisi and Stephen J. Schoepfer
or either of them as proxies, with full power of substitution, and hereby
authorize(s) them to represent and vote all shares of Common Stock of the
Company which the stockholder(s) would be entitled to vote on all matters which
may come before the Annual Meeting of Stockholders to be held in _____________,
at _______, on ______ __, 2005, or at any adjournment thereof. The proxies shall
vote subject to the directions indicated on the reverse side of this card and
the proxies are authorized to vote in their discretion upon such other business
as may properly come before the meeting and any adjournments or postponements
thereof. The proxies will vote as the Board of Directors recommends where a
choice is not specified.

Please complete, sign, date and mail this proxy form in the
accompanying envelope even if you intent to be present at the meeting. You may
also grant your proxy via the internet by following the instructions on the
reverse side of this proxy card.

The nominees for Director are: Thomas J. Mazzarisi and Stephen J.
Schoepfer.

(TO BE SIGNED ON REVERSE SIDE.)
- --------------------------------------------------------------------------------

VOTE BY INTERNET

It is fast, convenient, and your vote is immediately confirmed and posted.

Follow these four easy steps:

1. Read the accompanying Proxy Statement and Proxy Card.

2. Go to the Website. http://www.____________

3. Enter your Voter Control Number located on your Proxy Card above your name.

4. Follow the instructions provided.

YOUR VOTE IS IMPORTANT.
Go to http://www.____________

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

PLEASE MARK
A |X| YOUR VOTES AS IN
THIS EXAMPLE.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR ALL DIRECTORS, FOR PROPOSAL 2 AND FOR PROPOSAL 3.

FOR WITHHOLD FOR
ALL ALL FOR AGAINST ABSTAIN

1. Election of | | | | NOMINEES: Thomas J. Mazzarisi 2. Selection of J.H. Cohn LLP as | | | | | |
directors. Stephen J. Schoepfer the Company's independent
accountants for 2005.

INSTRUCTION: To withhold authority
to vote for any -----------------------------------
individual nominee or
nominees, write the
names on the space -----------------------------------
provided

FOR AGAINST ABSTAIN

Please complete, sign, date and mail the enclosed
Proxy in the accompanying envelope even if you intend
to be present at the meeting. Returning the proxy
will not limit your right to vote in person or to
attend the Annual Meeting, but will ensure your
representation if you cannot attend. If you hold
shares in more than one name, or if your stock is
registered in more than one way, you may receive more
than one copy of the proxy material. If so, please
sign and return each of the proxy cards that you
receive so that all of your shares may be voted. The
Proxy is revocable at any time prior to its use.

SIGNATURE(S)
--------------------------------------------------------------
DATE
-------------------------------------------------------------- ------------------------

(Note: Please sign above exactly as the shares are issued. When shares are held by joint tenants, both should sign. When signing
as attorney, executor, administrator, trustee or guardian, please give the full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a partnership, please sign in partnership name by
authorized person.)