UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------
FORM 10-QSB
[x] Quarterly report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the quarterly period ended January 31, 2005.
[ ] Transition report under Section 13 or 15(d) of the Exchange Act
for the transition period from ________ to _________.
COMMISSION FILE NUMBER 000-28761.
JAG MEDIA HOLDINGS, INC.
(Exact name of small business issuer as specified in its Charter)
NEVADA 88-0380546
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6865 SW 18TH STREET
SUITE B-13
BOCA RATON, FLORIDA 33433
(Address of Principal Executive Offices)
(866) 300-7410
(Issuer's Telephone Number, Including Area Code)
-----------
Check whether the Issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
for such shorter period that the Registrant was required to file such reports)
and (2) has been subject to such filing requirements for the past 90 days.
Yes X No __
As of March 18, 2005, the Registrant had 44,748,279 shares of Common Stock,
376,601 shares of Series 2 Class B Common Stock and 21,500 shares of Series 3
Class B Common Stock issued and outstanding.
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
JAG MEDIA HOLDINGS, INC. AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS
PAGE
Condensed Consolidated Balance Sheet at January 31, 2005 (Unaudited) F-2
Condensed Consolidated Statements of Operations
Six and Three Months Ended January 31, 2005 and 2004 (Unaudited) F-3
Condensed Consolidated Statement of Changes in Stockholders' Equity
(Deficiency) Six Months Ended January 31, 2005 (Unaudited) F-4
Condensed Consolidated Statements of Cash Flows
Six Months Ended January 31, 2005 and 2004 (Unaudited) F-5
Notes to Condensed Consolidated Financial Statements F-6/14
* * *
F-1
JAG MEDIA HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
JANUARY 31, 2005
(UNAUDITED)
Assets
Current assets:
Cash and cash equivalents $ 57,221
Accounts receivable, net of allowance for doubtful accounts
of $7,500 21,580
Other current assets 49,259
-----------
Total current assets 128,060
Equipment, net of accumulated depreciation of $83,977 41,100
-----------
Total $ 169,160
===========
Liabilities and Stockholders' Deficiency
Current liabilities:
Accounts payable and accrued expenses $ 531,519
Deferred revenues 42,518
-----------
Total liabilities 574,037
-----------
Mandatorily reedemable Class B common stock; par value $.00001 per share:
400,000 shares designated as Series 2; 380,829 shares issued and
outstanding 4
-----------
40,000 shares designated as Series 3; 21,500 shares issued and
outstanding --
-----------
Commitments and contingencies
Stockholders' deficiency:
Preferred stock; par value $.00001 per share;
50,000,000 shares authorized, none issued
Common stock; par value $.00001 per share;
250,000,000 shares authorized; 44,497,799 shares
issued and outstanding 445
Additional paid-in capital 43,657,789
Unearned compensation (39,188)
Accumulated deficit (44,023,927)
----------
Total stockholders' deficiency 404,881
----------
Total $ 169,160
==========
See Notes to Condensed Consolidated Financial Statements.
F-2
JAG MEDIA HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
SIX AND THREE MONTHS ENDED JANUARY 31, 2005 AND 2004
(UNAUDITED)
Six Months Three Months
Ended January 31, Ended January 31,
---------------------------- -----------------------------
2005 2004 2005 2004
------------ ------------ ----------- -----------
Revenues $ 117,688 $ 120,936 $ 45,461 $ 74,563
------------ ------------ ----------- -----------
Operating expenses:
Cost of revenues 79,873 135,350 41,430 54,260
Selling expenses 16,247 5,327 14,096 2,476
General and administrative
expenses 851,589 746,417 602,164 281,735
------------ ------------ ----------- -----------
Totals 947,709 887,094 657,690 338,471
------------ ------------ ----------- -----------
Loss from operations (830,021) (766,158) (612,229) (263,908)
Other income (expense):
Writeoff of goodwill (50,392) (50,392)
Interest income 981 713 290 126
Interest expense (18,000) (9,000)
------------ ------------ ----------- -----------
Net loss $ (879,432) $ (783,445) $ (662,331) $ (272,782)
============ ============ =========== ===========
Basic net loss per share $ (.02) $ (.02) $ (.01) $ (.01)
============ ============ =========== ===========
Basic weighted average
common shares outstanding 44,319,470 41,643,418 44,403,641 41,680,972
============ ============ =========== ===========
See Notes to Condensed Consolidated Financial Statements.
F-3
JAG MEDIA HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(DEFICIENCY)
SIX MONTHS ENDED JANUARY 31, 2005
(UNAUDITED)
- -----------------------------------------------------------------------------------------------------------------------------------
Common Stock
------------------------
Number of Additional Paid-in Unearned Accumulated
Shares Amount Capital Compensation Deficit Total
- -----------------------------------------------------------------------------------------------------------------------------------
Balance, August 1, 2004 44,235,299 $442 $43,570,992 $(24,265) $(43,144,495) $ 402,674
Effect of issuance of stock options
in exchange for services 41,800 (41,800)
Amortization of unearned compensation 26,877 26,877
Effect of issuance of common stock
in exchange for services 12,500 2,500 2,500
Effect of issuance of common stock
for purchase of business 250,000 3 42,497 42,500
Net loss (879,432) (879,432)
---------- ---- ----------- -------- ------------ ---------
Balance, January 31, 2005 44,497,799 $445 $43,657,789 $(39,188) $(44,023,927) $(404,881)
========== ==== =========== ========= ============= =========
- -----------------------------------------------------------------------------------------------------------------------------------
See Notes to Condensed Consolidated Financial Statements.
F-4
JAG MEDIA HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JANUARY 31, 2005 AND 2004
(UNAUDITED)
2005 2004
------------ -----------
Operating activities:
Net loss $(879,432) $(783,445)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation 8,329 8,679
Amortization of unearned compensation 26,877 153,405
Writeoff of goodwill 50,392 0
Effects of issuance of common stock and stock options
in exchange for services 2,500 183,000
Changes in operating assets and liabilities:
Accounts receivable (9,340) (17,359)
Other current assets 24,305 7,500
Accounts payable and accrued expenses 466,510 (15,890)
Deferred revenues 3,025 7,953
---------- ----------
Net cash used in operating activities (306,834) (456,157)
---------- ----------
Investing activities:
Office equipment purchases (3,016) 0
Cash paid for business acquisition (19,212) 0
---------- ----------
Net cash used in investing activities (22,228) 0
---------- ----------
Financing activities:
Net proceeds from private placements of common stock 164,000
----------
Net decrease in cash and cash equivalents (329,062) (292,157)
Cash and cash equivalents, beginning of period 386,283 423,217
---------- ----------
Cash and cash equivalents, end of period $ 57,221 $ 131,060
========== ==========
See Notes to Condensed Consolidated Financial Statements.
F-5
JAG MEDIA HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note 1 - Basis of presentation:
In the opinion of management, the accompanying unaudited condensed
consolidated financial statements reflect all adjustments, consisting
of normal recurring accruals, necessary to present fairly the
financial position of JAG Media Holdings, Inc. ("JAG Media") and
subsidiaries as of January 31, 2005, and their results of operations
for the six and three months ended January 31, 2005 and 2004, changes
in stockholders' equity (deficiency) for the six months ended January
31, 2005 and cash flows for the six months ended January 31, 2005 and
2004. JAG Media and its subsidiaries are referred to together herein
as the "Company." Pursuant to rules and regulations of the Securities
and Exchange Commission (the "SEC"), certain information and
disclosures normally included in financial statements prepared in
accordance with accounting principles generally accepted in the
United States of America 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.
Accordingly, these condensed consolidated financial statements should
be read in conjunction with the consolidated financial statements,
notes to consolidated financial statements and the other information
in the audited consolidated financial statements of the Company as of
July 31, 2004 and for the years ended July 31, 2004 and 2003 (the
"Audited Financial Statements") included in the Company's Annual
Report on Form 10-KSB (the "10-KSB") for the year ended July 31, 2004
that was previously filed with the SEC.
The results of the Company's operations for the six months ended
January 31, 2005 are not necessarily indicative of the results of
operations to be expected for the full year ending July 31, 2005.
As further explained in Note 1 to the Audited Financial Statements,
the Company gathers and compiles financial and investment information
from contacts at financial institutions, experienced journalists,
money managers, analysts and other Wall Street professionals and
generates revenues by releasing such information to subscribers on a
timely basis through facsimile transmissions and a web site. As a
result of an acquisition on November 24, 2004 (see Note 2), the
Company is also in the business of developing software focused on
streaming video solutions.
The accompanying condensed consolidated financial statements have
been prepared assuming that the Company will continue as a going
concern. However, as shown in the accompanying condensed consolidated
financial statements, the Company only generated revenues of
approximately $118,000 and $121,000, and it incurred net losses of
approximately $879,000 and $783,000 and cash flow deficiencies from
operating activities of approximately $307,000 and $456,000 for the
six months ended January 31, 2005 and 2004, respectively. In
addition, as of January 31, 2005, the Company only had cash and cash
equivalents available of $57,000 and a working capital deficiency of
$446,000. These matters raise substantial doubt about the Company's
ability to continue as a going concern.
F-6
JAG MEDIA HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note 1 - Basis of presentation (continued):
Management believes that, in the absence of a substantial increase in
subscription revenues, it is probable that the Company will continue
to incur losses and negative cash flows from operating activities
through at least January 31, 2006 and that the Company will need to
obtain additional equity or debt financing to sustain its operations
until it can market its services, expand its customer base and
achieve profitability.
As further explained in Note 5 herein, the Company entered into an
agreement with an investment partnership pursuant to which it has, in
effect, "put" options whereby, subject to certain conditions, it is
able to require the investment partnership to purchase shares of its
common stock from time to time at prices based on the market value of
its shares. The maximum aggregate purchase price under this equity
line is $10,000,000. This equity line was renewed in July 2004 and
expires in August 2006. As of January 31, 2005 and March 18, 2005,
the Company had received gross proceeds of $4,035,000 from the
exercise of "put" options. Although the timing and amount of the
required purchases under the agreement are at the Company's
discretion, the purchases are subject to certain conditions as also
explained in Note 5 herein and the ability of the investment
partnership to fund the purchases. Also as explained in Note 5
herein, on January 25, 2005, the Company entered into a Promissory
Note agreement with the investment partnership pursuant to which the
Company agreed to borrow $2,000,000 from the investment partnership.
The $2,000,000 loan was funded on February 2, 2005.
Management believes that the Company will be able to generate
sufficient revenues from its remaining facsimile transmission and web
site operations and obtain sufficient financing from its equity line
agreement with the investment partnership prior to its expiration in
August 2006 or through other financing agreements to enable it to
continue as a going concern through at least January 2006. However,
if the Company cannot generate sufficient revenues and/or obtain
sufficient additional financing, if necessary, by that date, the
Company may be forced thereafter to restructure its operations, file
for bankruptcy or entirely cease its operations.
The accompanying condensed consolidated financial statements do not
include any adjustments related to the recoverability and
classification of assets or the amount and classification of
liabilities that might be necessary should the Company be unable to
continue as a going concern.
On February 11, 2004, the stockholders of the Company approved an
amendment to the articles of incorporation that authorized the
implementation of changes related to a recapitalization plan for the
Company that was consummated on June 4, 2004 (the
"Recapitalization"). As a result of the Recapitalization, the Company
became authorized to issue up to 250,000,000 shares of common stock
with a par value of $.00001 per share, and it issued 1 share of
common stock in exchange for every 1 share of Class A common stock
and Series 1 Class B common stock outstanding prior to the
recapitalization.
F-7
JAG MEDIA HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note 1 - Basis of presentation (concluded):
Prior to the Recapitalization, each share of Series 1 Class B common
stock was immediately convertible into one share of Class A common
stock and each share of Class A common stock and Series 1 Class B
common stock was equal in respect to dividends and voting rights.
Therefore, each share of Series 1 Class B common stock was, in
substance, equivalent to one share of Class A common stock for
financial reporting purposes prior to the Recapitalization, and each
share of Class A common stock and each share of Series 1 Class B
common stock is, in substance, equivalent to 1 share of common stock
after the Recapitalization for financial reporting purposes.
Accordingly, the Recapitalization, which has been retroactively
reflected in the accompanying condensed consolidated financial
statements and these notes, did not have any effect on numbers of
shares of common stock, the weighted average number of common shares
outstanding or any amounts per common share.
Note 2 - Acquisition:
On November 24, 2004, the Company entered into a Business Sale
Agreement (the "Sale Agreement") with TComm Limited, a company
organized in the United Kingdom (the "Seller"), and TComm (UK)
Limited, a company organized in the United Kingdom and a wholly-owned
subsidiary of the Company.
The transactions contemplated by the Sale Agreement were consummated
on November 24, 2004. Under the Sale Agreement, TComm (UK) Limited
purchased the Seller's software development business which is focused
on streaming video solutions and all of the assets of Seller related
to that business. The business acquired had not generated any
significant revenues as of the date of acquisition or through January
31, 2005 and, accordingly, it is in the development state.
The acquired product lines the Company intends to continue to develop
include: (1) TComm TV, which delivers live video/audio streams and
on-demand video/audio clips to various java-based and Symbian-based
mobile phones; (2) CCMTV, which is currently under development and
will consist of software programs that are intended to enable mobile
closed-circuit TV devices to send real-time video streams to a
central point where they can be viewed by one or more persons; (3)
Eye Contact, which is a network-based internal communications system
for business that enables employees to communicate securely
face-to-face from their own desks; and (4) TComm Messenger, which is
a network-based instant video messaging platform that allows
employees of an organization to communicate securely in real-time
within their offices and from remote locations.
F-8
JAG MEDIA HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note 2 - Acquisition (continued):
The purchase price paid to Seller for the assets consisted of (i)
250,000 shares (the "Shares") of the Company's common stock, having a
value based on the closing price of the Company's common stock on the
day prior to the acquisition equal to approximately $42,500 and (ii)
the payment of approximately $19,000 in cash. The purchase price was
allocated to the fair value of assets as follows:
--------------------------------- -----------------------------------
Equipment $ 11,000
--------------------------------- ---------------------------
Other Assets 100
--------------------------------- ---------------------------
Goodwill 50,400
--------------------------------- -----------------------------------
Total $ 61,500
========
--------------------------------- -----------------------------------
As of January 31, 2005 the management tested the goodwill for
impairment and concluded that it had been impaired. Therefore, the
Company has recognized a charge of $50,400 for the write-off of
goodwill in the three months ended January 31, 2005.
In addition, the Seller has agreed not to compete with the business
conducted by TComm (UK) Limited for a period of two years from the
closing date of the transaction. The Sale Agreement also contains
customary representations and warranties. The Seller has agreed to
indemnify TComm (UK) Limited for any damages which may result from a
breach of its warranties but only if the damages exceed approximately
$20,000. The Seller has entered into a lockup agreement with the
Company pursuant to which it has agreed not to sell or otherwise
transfer the Shares for a period of one year.
TComm (UK) Limited had no revenues for the six and three months ended
January 31, 2005 and 2004.
Unaudited pro forma results of operations for six months ended
January 31, 2005 and 2004 assuming the Company had acquired the
business and the related assets from the Seller as of the beginning
of the six months ended January 31, 2004 have not been presented
because such information would not differ materially from the
historical results of operations for such periods.
F-9
JAG MEDIA HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note 2 - Acquisition (continued):
In connection with entering into the Sale Agreement, TComm (UK)
Limited entered into employment agreements on November 24, 2004 with
four individuals, all of whom were previously employed by Seller. The
employment agreements have a term of three years and automatically
renew unless terminated by either party. As a result, the Company's
obligations for cash payments under the employment agreements
subsequent to January 31, 2005 will total $436,036 as follows:
Year ending Amount
----------- --------
January 31, 2006 $138,424
January 31, 2007 162,334
January 31, 2008 135,278
--------
Total $436,036
========
Note 3 - 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". Basic earnings (loss) per share is calculated by dividing net
income or loss by the weighted average number of common shares during
each period (see Notes 1, 2 and 5 to the Audited Financial
Statements). 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 outstanding stock
options and warrants, were issued during the period and the treasury
stock method had been applied to the proceeds from their exercise.
As of January 31, 2005, there were options and warrants outstanding
for the purchase of a total of 3,805,000 shares of common stock (see
Note 5 herein). However, diluted per share amounts have not been
presented in the accompanying condensed consolidated statements of
operations because the Company had a net loss in the six and three
months ended January 31, 2005 and 2004 and the assumed effects of the
exercise of the Company's stock options and warrants that were
outstanding during all or part of those periods would have been
anti-dilutive.
Note 4 - Income taxes:
As of January 31, 2005, the Company had net operating loss
carryforwards of approximately $26,405,000 available to reduce future
Federal taxable income which will expire from 2019 through 2024. In
addition, the Company had state net operating loss carryforwards of
approximately $21,640,000 available to reduce future state taxable
income which will expire from 2006 through 2009.
F-10
JAG MEDIA HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note 4 - Income taxes: (continued):
As of January 31, 2005, the Company's deferred tax assets consisted
of the effects of temporary differences attributable to the
following:
Deferred revenues, net $ 14,000
Unearned compensation 1,821,000
Net operating loss carryforwards 10,263,000
------------
12,098,000
Less valuation allowance (12,098,000)
------------
Total $ -
============
Due to the uncertainties related to, among other things, the changes
in the ownership of the Company, which could subject its net
operating loss carryforwards to substantial annual limitations, and
the extent and timing of its future taxable income, the Company
offset its net deferred tax assets by an equivalent valuation
allowance as of January 31, 2005.
The Company had also offset the potential benefits from its net
deferred tax assets by an equivalent valuation allowance during the
year ended July 31, 2004. As a result of the increases in the
valuation allowance of $307,000 and $239,000 during the six and three
months ended January 31, 2005, respectively, and the decreases in the
valuation allowance of $252,000 and $82,000 during the six and three
months ended January 31, 2004, respectively, there are no credits for
income taxes reflected in the accompanying condensed consolidated
statements of operations to offset pre-tax losses.
Note 5 - Issuances of common stock and stock options:
Equity financing agreement:
As further explained in Note 4 to the Audited Financial Statements,
on April 9, 2002, the Company entered into an equity line purchase
agreement (the "2002 Equity Line Agreement") with Cornell Capital
Partners L.P. ("Cornell Capital") pursuant to which the Company has,
in effect, put options whereby, subject to certain conditions, it can
require Cornell Capital to purchase shares of its common stock from
time to time at an aggregate purchase price of $10,000,000. The 2002
Equity Line became available on August 28, 2002 and was extended in
July 2004 for an additional 24 months through August 2006 unless it
is terminated earlier at the discretion of the Company. The purchase
price will be 95% of the lowest closing bid price of the Company's
common stock over a specified number of trading days commencing on
specified dates. Cornell Capital shall be entitled to a cash fee
equal to 5% of the gross proceeds received by the Company from
Cornell Capital in connection with each put.
F-11
JAG MEDIA HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note 5 - Issuances of common stock and stock options:
Equity financing agreement: (continued):
The timing and amount of the required purchases shall be at the
Company's discretion subject to certain conditions including (i) a
maximum purchase price to be paid by Cornell Capital for each put of
$500,000; (ii) at least five trading days must elapse before the
Company can deliver a new put notice to Cornell Capital; (iii) the
registration statement covering the shares issuable to Cornell
Capital pursuant to the equity line must remain effective at all
times and (iv) on any given closing date, there shall be at least one
bid for the common stock on the Pink Sheets or on the Nasdaq OTC
Bulletin Board. In addition, the obligation of Cornell Capital to
complete its purchases under the 2002 Equity Line is not secured or
guaranteed and, accordingly, if Cornell Capital does not have
available funds at the time it is required to make a purchase, the
Company may not be able to force it to do so.
During the six months ended January 31, 2005 no put options were
exercised. As of January 31, 2005, the Company had the ability to
require Cornell Capital to purchase shares of its common stock
pursuant to the 2002 Equity Line Agreement at an aggregate purchase
price of $5,965,000 through August 28, 2006, before taking into
account any puts related to the Promissory Note described below. The
$5,965,000 of availability will be reduced to the extent the
Promissory Note and interest thereunder is repaid out of the net
proceeds received by the Company upon delivery of put notices under
the 2002 Equity Line Agreement.
On January 25, 2005, the Company entered into a Promissory Note
Agreement with Cornell Capital for a loan of $2,000,000. The
$2,000,000 loan from Cornell Capital was funded on February 2, 2005.
The face amount of the Promissory Note and interest on the amount
from time to time outstanding at a rate of 12% per year will be
payable either (i) out of the net proceeds to be received by the
Company upon delivery of put notices under the 2002 Equity Line
Agreement or (ii) in full by the Company within 663 calendar days of
January 25, 2005 regardless of the availability of proceeds under the
2002 Equity Line Agreement, unless an extension is mutually agreed to
by the parties in writing. As of January 31, 2005, $4,035,000 of the
Company's 2002 Equity Line with Cornell Capital had been utilized.
Pursuant to the Promissory Note, the Company has agreed to deposit in
escrow 35 put notices under the 2002 Equity Line Agreement in an
amount not less than $60,000 each and one request for a put under the
2002 Equity Line Agreement in an amount not less than $181,017. Under
the terms of the Promissory Note, the put notices held in escrow will
be released every 14 days commencing August 5, 2005. The Company has
also agreed to reserve out of its authorized but unissued shares of
common stock 3,500,000 shares of the Company's common stock (the
"Reserved Shares") to be delivered to Cornell Capital under the 2002
Equity Line upon delivery of put notices by the Company. The Company
has agreed to pay to Cornell Capital a fee of $100,000 in connection
with this transaction and has also agreed to pay a $5,000
documentation fee, both of which were paid subsequent to January 31,
2005.
F-12
JAG MEDIA HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note 5 - Issuances of common stock and stock options: Equity financing
agreement: (continued):
The Company has the option to repay the amounts due under the
Promissory Note and to withdraw any put notices yet to be effected
provided that each repayment is in amount not less than $25,000. In
addition, the Company has the right to accelerate the delivery of one
or more put notices and to select the specific put notice to be so
accelerated. If the Promissory Note is not paid in full when due, the
outstanding principal owed thereunder will be due and payable in full
together with interest at a rate of 14% per year or the highest
permitted by applicable law, if lower.
Upon an event of default (as defined in the Promissory Note), the
entire principal balance and accrued interest of the Promissory Note,
and all other obligations of the Company under the Promissory Note,
would become immediately due and payable without any action on the
part of Cornell Capital.
Shares issued to consultants:
During the six months ended January 31, 2005, the Company issued a
total of 12,500 shares of its common stock with an aggregate fair
value of $2,500 to pay for consulting services.
Options and warrants issued for services:
As explained in Note 5 to the Audited Financial Statements, the
Company has issued, from time to time, stock options and warrants for
the purchase of common stock to employees as compensation and to
other nonemployees, including investment analysts and commentators
that have entered into agreements to provide the Company with
financial information that is released to subscribers, as
consideration for consulting, professional and other services. As
explained in Note 2 to the Audited Financial Statements, the Company
recognizes the cost of such issuances based on the fair value of the
equity instruments issued over the periods in which the related
services are rendered in accordance with the provisions of Statement
of Financial Accounting Standards No. 123 "Accounting for Stock-Based
Compensation" ("SFAS 123").
F-13
JAG MEDIA HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note 5 - Issuances of common stock and stock options: Equity financing
agreement: (continued):
As of August 1, 2004, the Company had 3,585,000 shares of common
stock that were subject to outstanding options and warrants issued to
employees and nonemployees as compensation for services. During the
six months ended January 31, 2005, the Company granted options to
purchase 220,000 shares of stock to employees of TComm (UK) Limited
(see Note 2). These options and warrants had exercise prices ranging
from $.02 to $6.00 and will expire at various dates from July 2005
through February 2015 and a fair value of $41,800. No warrants were
issued, and no options or warrants were canceled or exercised during
the six months ended January 31, 2005.
The cost of the options and warrants, determined based on their
aggregate estimated fair values at the respective dates of issuance,
was initially charged directly to expense or to unearned compensation
and subsequently amortized to expense. These options and warrants
also include options for the purchase of 1,970,000 shares of,
effectively, common stock granted pursuant to the Company's 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 stock options and
certain other types of awards for which the value is based in whole
or in part upon the fair market value of, effectively, 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 as amended
may not exceed 6,000,000 shares.
Note 6 - Legal proceedings:
The Company is involved in various legal proceedings. In the opinion
of management, these actions are routine in nature and will not have
any material adverse effects on the Company's consolidated financial
statements in subsequent years.
On March 4, 2004, the Company settled a dispute with a consultant in
connection with his performance of various investment banking
services for the Company. The claim, which arose prior to January 31,
2005, was settled for $175,000, of which $100,000 was paid in cash
and the balance was paid by issuing 250,000 shares of common stock
with an aggregate fair value of $75,000. The settlement has been
included in operations and as a liability as of and for the six and
three months ended January 31, 2005.
* * *
F-14
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS.
Critical Accounting Policies and Estimates.
Our discussion and analysis of our financial condition and results of operations
are based upon our consolidated financial statements, which have been prepared
in accordance with accounting principles generally accepted in the United States
of America. The preparation of these consolidated financial statements requires
us to make estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses, and related disclosure of contingent assets
and liabilities. On an on-going basis, we evaluate our estimates, including
those related to accounts receivable, equipment, stock-based compensation,
income taxes and contingencies. We base our estimates on historical experience
and on various other assumptions that are believed to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying values of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates under different
assumptions or conditions.
The accounting policies and estimates used as of July 31, 2004, as outlined in
our previously filed Form 10-KSB, have been applied consistently for the six
months ended January 31, 2005.
Six months ended January 31, 2005 as compared to six months ended January 31,
2004:
Six Months
Ended January 31,
2005 2004 $ Change
---------- --------- ---------
Revenues $ 117,688 $ 120,936 $ (3,248)
---------- --------- ---------
Operating expenses:
Cost of revenues 79,873 135,350 55,477
Selling expenses 16,247 5,327 (10,920)
General and administrative
expenses 851,589 746,417 (105,172)
---------- --------- ---------
Totals 947,709 887,094 (60,615)
---------- --------- ---------
Loss from operations (830,021) (766,158) (63,863)
Other income (expense):
Writeoff of goodwill (50,392) 0 50,392
Interest income 981 713 (268)
Interest expense (18,000) (18,000)
---------- --------- ---------
Net loss $ (879,432) $(783,445) $ 95,987
========== ========= =========
Revenues:
Revenues primarily consist of subscription revenues, from annual, semi-annual,
quarterly and monthly subscriptions relating to our product "JAGNotes", which
revenues include payments from strategic alliance partners who sell our product
together with their products. 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 began the process of changing our focus to also include the retail
investor by providing a variety of investment information including but not
limited to JAGNotes through our web site. The decrease in subscription revenues
during the six months ended January 31, 2005 was due primarily to the lack of
advertising and customer awareness.
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 and employees for their reports that are posted on our web site.
During the six months ended January 31, 2005, consulting fees were approximately
$63,000 as compared to approximately $123,000 for the six months ended January
31, 2004. Such fees included non-cash charges associated with the amortization
of unearned compensation arising from the issuance of shares of approximately
$24,000 and $135,000 for the six months ended January 31, 2005 and 2004,
respectively. The decrease in consulting fees is a result of the expiration of
consulting contracts associated with commentators for our JagNotes website.
Selling and General and Administrative expenses:
Selling and general and administrative expenses consist primarily of advertising
and other promotional expenses, compensation and benefits for the officers,
other compensation, occupancy costs, professional fees and other office
expenses. Our efforts to better contain costs were offset by increases in
expenses due to the cost of the Company's settlement of a dispute for investment
banking services, the acquisition of TComm (UK) Limited, increased personnel at
TComm (UK) Limited and the Company's head office, and increased legal and
regulatory costs.
Three Months
Ended January 31,
2005 2004 $ Change
--------- ---------- ---------
Revenues $ 45,461 $ 74,563 $ (29,102)
--------- ---------- ---------
Operating expenses:
Cost of revenues 41,430 54,260 12,830
Selling expenses 14,096 2,476 (11,620)
General and administrative
expenses 602,164 281,735 (320,429)
--------- ---------- ---------
Totals 657,690 338,471 (319,219)
--------- ---------- ---------
Loss from operations (612,229) (263,908) 348,321
Other income (expense):
Writeoff of goodwill (50,392) 50,392
Interest income 290 126 164
Interest expense 0 (9,000) (9,000)
---------- ---------- ---------
Net loss $(662,331) ($272,782) 389,549
========== ==========
Cost of revenues:
During the three months ended January 31, 2005, consulting fees were
approximately $32,000 as compared to approximately $49,000 for the three months
ended January 31, 2004. Such fees included non-cash charges associated with the
amortization of unearned compensation arising from the issuance of options and
warrants of approximately $ 10,000 and $46,000 for the three months ended
January 31, 2005 and 2004, respectively. The decrease in consulting fees is a
result of the expiration of consulting contracts associated with commentators
for our JagNotes website.
Selling and general and administrative expenses:
Selling and general and administrative expenses for the three months ended
January 31, 2005 versus January 31, 2004 increased due to the cost of the
Company's settlement of a dispute for investment banking services, the
acquisition of TComm (UK) Limited, increased personnel at TComm (UK) Limited and
the Company's head office, and increased legal and regulatory costs.
LIQUIDITY AND CAPITAL RESOURCES:
We only generated revenues of approximately $118,000 and $121,000 and we
incurred net losses of approximately $879,000 and $783,000 and cash flow
deficiencies from operating activities of approximately $307,000 and $456,000
for the six months ended January 31, 2005 and 2004, respectively. In addition,
at January 31, 2005, we had cash and cash equivalents of $57,000 and a working
capital deficiency of $446,000. These matters raise substantial doubt about our
ability to continue as a going concern.
We believe that, in the absence of a substantial increase in subscription
revenues, it is probable that the we will continue to incur losses and negative
cash flows from operating activities through at least January 31, 2006 and that
we will need to obtain additional equity or debt financing to sustain our
operations until we can market our services, expand our customer base and
achieve profitability.
As further explained below, we entered into an agreement with an investment
partnership pursuant to which it has, in effect, "put" options whereby, subject
to certain conditions, we are able to require the investment partnership to
purchase shares of our common stock from time to time at prices based on the
market value of its shares. The maximum aggregate purchase price under this
equity line is $10,000,000. The equity line was renewed in July 2004 and expires
in August 2006. As of January 31, 2005 and March 18, 2005, we had received gross
proceeds of $4,035,000, from the exercise of "put" options. Although the timing
and amount of the required purchases under the agreement are at our discretion,
the purchases are subject to certain conditions and the ability of the
investment partnership to fund the purchases.
We believe that we will be able to generate sufficient revenues from our
remaining facsimile transmission and web site operations and obtain sufficient
financing from our agreement with the investment partnership or through other
financing agreements to enable us to continue as a going concern through at
least January 31, 2006. However, if we cannot generate sufficient revenues
and/or obtain sufficient additional financing, if necessary, by that date, we
may be forced thereafter to restructure our operations, file for bankruptcy or
entirely cease our operations.
Our cash and cash equivalent position of approximately $57,000 as of January 31,
2005 results primarily from sales of shares of our common stock pursuant to an
equity line agreement and a private placement completed during the prior year.
On April 9, 2002, we entered into an equity line purchase agreement (the "Equity
Line Agreement") with Cornell Capital Partners L.P. ("Cornell Capital") pursuant
to which we have, in effect, put options whereby, subject to certain conditions,
we can require Cornell Capital to purchase shares of our common stock from time
to time at an aggregate purchase price of $10,000,000. The Equity Line Agreement
became available to us on August 28, 2002, and was extended in July 2004 for an
additional 24 months through August 2006 unless it is terminated earlier by us
in our sole discretion. The purchase price will be 95% of the lowest closing bid
price of our common stock over a specified number of trading days commencing on
specified dates. Cornell Capital shall be entitled to a cash fee equal to 5% of
the gross proceeds received by the Company from Cornell Capital in connection
with each put.
The timing and amount of the required purchases shall be at our discretion
subject to certain conditions including (i) a maximum purchase price to be paid
by Cornell Capital for each put of $500,000; (ii) at least five trading days
must elapse before we can deliver a new put notice to Cornell Capital; (iii) the
registration statement covering the shares issuable to Cornell Capital pursuant
to the equity line must remain effective at all times and (iv) on any given
closing date, there shall be at least one bid for the common stock on the Pink
Sheets or on the Nasdaq OTC Bulletin Board. In addition, the obligation of
Cornell Capital to complete its purchases under the Equity Line Agreement is not
secured or guaranteed and, accordingly, if Cornell Capital does not have
available funds at the time it is required to make a purchase, we may not be
able to force it to do so. We issued 10,000 shares of our common stock to a
placement agent as of the effective date as consideration for their services in
connection with the Equity Line Agreement.
During the six months ended January 31, 2005, no put options were exercised. As
of January 31, 2005, we had the ability to require Cornell Capital to purchase
shares of our common stock pursuant to the Equity Line Agreement at an aggregate
purchase price of $5,965,000 through August 28, 2006, before taking into account
any puts related to the Promissory Note described below.
On January 25, 2005, the Company entered into a Promissory Note. As further
discussed in Note 5, the Promissory Note was funded on February 2, 2005. The
face amount of the Promissory Note and interest on the amount from time to time
outstanding at a rate of 12% per year will be payable either (i) out of the net
proceeds to be received by the Company upon delivery of put notices under the
Equity Line Agreement or (ii) in full by the Company within 663 calendar days of
January 25, 2005 regardless of the availability of proceeds under the Equity
Line Agreement, unless an extension is mutually agreed to by the parties in
writing. As of January 31, 2005, $4,035,000 of the Company's existing equity
line with Cornell Capital had been utilized.
Pursuant to the Promissory Note, the Company has agreed to deposit in escrow 35
put notices under the Equity Line Agreement in an amount not less than $60,000
each and one request for a put under the Equity Line Agreement in an amount not
less than $181,017. Under the terms of the Promissory Note, the put notices held
in escrow will be released every 14 days commencing August 5, 2005. The Company
has also agreed to reserve out of its authorized but unissued shares of common
stock 3,500,000 shares of the Company's common stock (the "Reserved Shares") to
be delivered to Cornell Capital under the Equity Line Purchase Agreement upon
delivery of put notices by the Company. We have agreed to pay to Cornell Capital
a fee of $100,000 in connection with this transaction and we have also agreed to
pay a $5,000 documentation fee both of which were paid subsequent to January 31,
2005.
The Company has the option to repay the amounts due under the Promissory Note
and to withdraw any put notices yet to be effected provided that each repayment
is in an amount not less than $25,000. In addition, the Company has the right to
accelerate the delivery of one or more put notices and to select the specific
put notice to be so accelerated. If the Promissory Note is not paid in full when
due, the outstanding principal owed thereunder will be due and payable in full
together with interest at a rate of 14% per year or the highest permitted by
applicable law, if lower.
Upon an event of default (as defined in the Promissory Note), the entire
principal balance and accrued interest of the Promissory Note, and all other
obligations of the Company under the Promissory Note, would become immediately
due and payable without any action on the part of Cornell Capital.
During the six months ended January 31, 2005, we used cash of approximately
$307,000 in our operations primarily to fund our net loss.
On November 24, 2004, we entered into a Business Sale Agreement (the "Sale
Agreement") with TComm Limited, a company organized in the United Kingdom (the
"Seller"), and TComm (UK) Limited, a company organized in the United Kingdom and
a wholly-owned subsidiary of the Company.
The transactions contemplated by the Sale Agreement were consummated on November
24, 2004. Under the Sale Agreement, TComm (UK) Limited purchased the Seller's
software business development focused on streaming video solutions and all of
the assets of Seller related to that business. The business acquired had not
generated any significant revenues as of the date of acquisition or through
January 31, 2005 and, accordingly, it is in the development stage.
The acquired Seller's product lines the Company intends to continue to develop
include: (1) TComm TV, which delivers live video/audio streams and on-demand
video/audio clips to various java-based and Symbian-based mobile phones; (2)
CCMTV, which is currently under development and will consist of software
programs that are intended to enable mobile closed-circuit TV devices to send
real-time video streams to a central point where they can be viewed by one or
more persons; (3) Eye Contact, which is a network-based internal communications
system for business that enables employees to communicate securely face-to-face
from their own desks; and (4) TComm Messenger, which is a network-based instant
video messaging platform that allows employees of an organization to communicate
securely in real-time within their offices and from remote locations.
The purchase price paid to Seller for the assets consisted of (i) 250,000 shares
(the "Shares") of the Company's common stock, having a value based on the
closing price of the Company's common stock as of the close of business on the
day prior to the acquisition, equal to approximately $42,500 and (ii) the
payment of approximately $19,000 in cash. In addition, Seller has agreed not to
compete with the business conducted by TComm (UK) Limited for a period of two
years from the closing date of the transaction. The Sale Agreement also contains
customary representations and warranties. Seller has agreed to indemnify TComm
(UK) Limited for damages resulting from a breach of its warranties but only if
the damages exceed approximately $20,000.
Seller has entered into a lockup agreement with the Company pursuant to which it
has agreed not to sell or otherwise transfer the Shares for a period of one
year.
In connection with entering into the Sale Agreement, TComm (UK) Limited entered
into employment agreements on November 24, 2004 with 4 individuals, all of whom
were previously employed by the Seller. The employment agreements have a term
of three years and automatically renew unless terminated by either party. As a
result, the Company's obligations for cash payments under the employment
agreements subsequent to January 31, 2005 will total $436,036 as follows:
Year ending Amount
----------- ------
January 31, 2006 $138,424
January 31, 2007 162,334
January 31, 2008 135,278
--------
Total $436,036
========
Pursuant to the employment agreements, the Company granted options to purchase
220,000 shares of common stock with exercise prices ranging from $.50 - $1.00 as
additional compensation for services to be rendered under such contracts. The
aggregate estimated fair value of the options at the date of issuance of $41,800
will be recognized over the term of the employment agreements.
The employees have each agreed not to compete with the business conducted by
TComm (UK) Limited for a specified period ranging from six months to 12 months
once their employment with TComm (UK) Limited has terminated.
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.
The FASB and the Accounting Standards Committee of the American Institute of
Certified Public Accountants had issued certain accounting pronouncements as of
January 31, 2005 that will become effective in subsequent periods; however, we
do not believe that any of those pronouncements would have significantly
affected our financial accounting measurements or disclosures had they been in
effect during the six months ended January 31, 2005 and 2004 or that they will
have a significant effect at the time they become effective.
ITEM 3. CONTROLS AND PROCEDURES.
(a) Evaluation of Disclosure Controls and Procedures:
As of the end of the fiscal quarter ended January 31, 2005, our Chief Executive
Officer and Chief Financial Officer carried out an evaluation of the
effectiveness of the design and operation of our disclosure controls and
procedures that we have in place with respect to the accumulation and
communication of information to management and the recording, processing and
summarizing thereof. Based upon that evaluation, the Chief Executive Officer and
Chief Financial Officer concluded that our disclosure controls and procedures
are effective in alerting them in a timely manner to material information
relating to JAG Media Holdings, Inc. (including its consolidated subsidiaries)
required to be included in our periodic SEC filings.
(b) Change in Internal Control over Financial Reporting:
There have been no changes in internal control over financial reporting that
occurred during the most recent fiscal quarter that have materially affected, or
are reasonably likely to materially affect, our internal control over financial
reporting.
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
On June 20, 2002, JAG Media Holdings, Inc. and its then President and Chief
Executive Officer, Gary Valinoti, filed a complaint in the 165th District Court
of Harris County, Texas against over 150 brokerage firms, alleging, among other
things, a conspiracy among the defendants to short sell JAG Media stock. The
original lawsuit was subsequently amended on June 24, 2002 and was removed to
the United States District Court for the Southern District of Texas. The
plaintiffs subsequently filed a motion in the United States District Court for
the Southern District of Texas to have the action remanded back to the state
court where it was originally commenced. That motion was denied and the action
proceeded in the federal district court. The discovery process was begun. On
October 1, 2003, the Court denied various motions to dismiss made on behalf of
the defendants. However, in its ruling, the Court indicated that all motions to
dismiss could have been granted in light of the defective pleadings made by
plaintiffs and allowed plaintiffs 20 days to file an amended complaint to comply
with certain pleading requirements of the Court. Plaintiffs filed an amended
complaint within the required period. Discovery was stayed while the motions to
dismiss were pending.
After plaintiffs filed their third amended complaint, 78 out of a total of
approximately 150 defendants again filed a motion to dismiss the lawsuit. On
September 6, 2004, the Court entered an order granting the moving defendants'
motion to dismiss the lawsuit, again citing various deficiencies in the
pleadings. The Court did not grant the plaintiffs leave to replead.
The Company has met with its attorneys and is currently evaluating with its
attorneys its options for recommencing an action against certain defendants and
possibly other parties in light of the court's order.
There are no currently pending material lawsuits or similar administrative
proceedings against JAG Media and, to the best of our knowledge, there is
presently no basis for any other suit or proceeding.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
During the fiscal quarter ended January 31, 2005, no put options were exercised
under our Equity Line Purchase Agreement, dated as of April 9, 2002. As of
January 31, 2005, we had the ability to require Cornell Capital to purchase
shares of our common stock pursuant to the Equity Line Agreement at an aggregate
purchase price of $5,965,000 through August 28, 2006.
As disclosed in the Company's Form 8-K filed on December 1, 2004, we entered
into a Sale Agreement on November 24, 2004 whereby TComm (UK) Limited, a
wholly-owned subsidiary of the Company, purchased all of TComm Limited's assets
for a purchase price of (i) 250,000 shares of the Company's common stock, having
a value based on the closing price of the Company's common stock as of the close
of business on the day prior to the acquisition, equal to approximately $42,500
and (ii) the assumption of approximately $19,000 of liabilities. The issuance of
such securities was exempt from registration under the Securities Act of 1933,
pursuant to Section 4(2) and Regulation S promulgated thereunder.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits.
31.1 Section 302 Certification of Chief Executive Officer.
31.2 Section 302 Certification of Chief Financial Officer.
32.1 Section 906 Certification of Chief Executive Officer and Chief
Financial Officer.
(b) Reports on Form 8-K.
The Company filed the following reports on Form 8-K during the three month
period ended January 31, 2005:
o Current Report on Form 8-K filed with the SEC on December 1, 2004,
disclosing the Sale Agreement entered into on November 24, 2004 among the
Company, TComm (UK) Limited, a wholly-owned subsidiary of the Company, and
TComm Limited, pursuant to which TComm (UK) Limited purchased all of TComm
Limited's assets.
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
JAG MEDIA HOLDINGS, INC.
Date: March 22, 2005 By: /s/ Thomas J. Mazzarisi
------------------------
Name: Thomas J. Mazzarisi
Title: Chairman of the Board
and Chief Executive Officer
Date: March 22, 2005 By: /s/ Stephen J. Schoepfer
-------------------------
Name: Stephen J. Schoepfer
Title: President, Chief Financial Officer,
Chief Operating Officer and Secretary
EXHIBIT INDEX
31.1 Section 302 Certification of Chief Executive Officer.
31.2 Section 302 Certification of Chief Financial Officer.
32.1 Section 906 Certification of Chief Executive Officer and Chief
Financial Officer.