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 April 30, 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 June 9, 2005, the Registrant had 44,748,799 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
April 30, 2005 (Unaudited) F-2
Condensed Consolidated Statements of Operations
Nine and Three Months Ended April 30, 2005
and 2004 (Unaudited) F-3
Condensed Consolidated Statement of
Changes in Stockholders' Equity (Deficiency)
Nine Months Ended April 30, 2005 (Unaudited) F-4
Condensed Consolidated Statements
of Cash Flows Nine Months Ended
April 30, 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
APRIL 30, 2005
(UNAUDITED)
Assets
------
Current assets:
Cash and cash equivalents $ 994,783
Accounts receivable, net of allowance for doubtful accounts
of $6,250 28,330
Other current assets 74,181
------------
Total current assets 1,097,294
Equipment, net of accumulated depreciation of $89,767 56,670
------------
Total $ 1,153,964
============
Liabilities and Stockholders' Deficiency
----------------------------------------
Current liabilities:
Accounts payable and accrued expenses $ 117,266
Deferred revenues 38,447
------------
Total current liabilities 155,713
Loan payable, net of unamortized debt discount of $86,727 1,913,273
------------
Total liabilities 2,068,986
------------
Mandatorily reedemable Class B common stock; par value $.00001 per share:
400,000 shares designated as Series 2; 376,601 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; 44,747,799 shares
issued and outstanding 448
Additional paid-in capital 43,742,187
Unearned compensation (44,713)
Accumulated deficit (44,612,948)
------------
Total stockholders' deficiency (915,026)
------------
Total $ 1,153,964
============
See Notes to Condensed Consolidated Financial Statements.
F-2
JAG MEDIA HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
NINE AND THREE MONTHS ENDED APRIL 30, 2005 AND 2004
(UNAUDITED)
Nine Months Three Months
Ended April 30, Ended April 30,
------------------------------- -------------------------------
2005 2004 2005 2004
------------ ------------ ------------ ------------
Revenues $ 180,651 $ 177,540 $ 62,963 $ 56,604
------------ ------------ ------------ ------------
Operating expenses:
Cost of revenues 124,632 200,804 44,759 61,164
Selling expenses 29,915 15,111 13,668 9,784
General and administrative
expenses 1,378,142 1,445,659 526,553 699,242
------------ ------------ ------------ ------------
Totals 1,532,689 1,661,574 584,980 770,190
------------ ------------ ------------ ------------
Loss from operations (1,352,038) (1,484,034) (522,017) (713,586)
Other income (expense):
Writeoff of goodwill (50,586)
Interest income 5,307 2,049 4,326 1,336
Interest expense (71,136) (23,930) (71,136) (5,930)
------------ ------------ ------------ ------------
Net loss $ (1,468,453) $ (1,505,915) $ (588,827) $ (718,180)
============ ============ ============ ============
Basic net loss per share $ (.03) $ (.04) $ (.01) $ (.02)
============ ============ ============ ============
Basic weighted average
common shares outstanding 44,430,720 42,232,905 44,660,720 43,434,101
============ ============ ============ ============
See Notes to Condensed Consolidated Financial Statements.
F-3
JAG MEDIA HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
NINE MONTHS ENDED APRIL 30, 2005
(UNAUDITED)
Common Stock
------------
Additional
Number of 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 options
in exchange for services 51,200 (51,200)
Amortization of unearned compensation 30,752 30,752
Effect of issuance of common stock
for purchase of business 250,000 3 42,497 42,500
Effect of issuance of common
stock in exchange for services
and litigation settlement 262,500 3 77,498 77,501
Net loss (1,468,453) (1,468,453)
----------- ------ ----------- ----------- -------------- -----------
Balance, April 30, 2005 44,747,799 $448 $43,742,187 $(44,713) $(44,612,948) $(915,026)
=========== ====== =========== =========== ============== ===========
See Notes to Condensed Consolidated Financial Statements.
F-4
JAG MEDIA HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED APRIL 30, 2005 AND 2004
(UNAUDITED)
2005 2004
----------- -----------
Operating activities:
Net loss $(1,468,453) $(1,505,915)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization 14,068 13,018
Amortization of unearned compensation 30,752 180,061
Amortization of debt discount 13,273
Writeoff of goodwill 50,586
Effects of issuance of common stock and stock options
in exchange for services 77,501 183,000
Changes in operating assets and liabilities:
Accounts receivable (16,090) (18,299)
Other current assets (583) 29,465
Accounts payable and accrued expenses 51,744 (97,611)
Deferred revenues (1,046) 2,930
----------- -----------
Net cash used in operating activities (1,248,248) (1,213,351)
----------- -----------
Investing activities:
Equipment purchases (24,040) (7,725)
Cash paid for business acquisition (19,212) 0
----------- -----------
Net cash used in investing activities (43,252) (7,725)
----------- -----------
Financing activities:
Proceeds from loan payable 2,000,000
Costs paid in connection with loan payable (100,000)
Net proceeds from private placements of common stock 2,092,500
Repayment of notes payable to officers (400,000)
----------- -----------
Net cash provided by financing activities 1,900,000 1,692,500
----------- -----------
Net increase in cash and cash equivalents 608,500 471,424
Cash and cash equivalents, beginning of period 386,283 423,217
----------- -----------
Cash and cash equivalents, end of period $ 994,783 $ 894,641
=========== ===========
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 its subsidiaries
as of April 30, 2005, and their results of operations for the nine and
three months ended April 30, 2005 and 2004, changes in stockholders'
equity (deficiency) for the nine months ended April 30, 2005 and cash
flows for the nine months ended April 30, 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 nine months ended April
30, 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
$181,000 and $178,000, and it incurred net losses of approximately
$1,468,000 and $1,506,000 and cash flow deficiencies from operating
activities of approximately $1,248,000 and $1,213,000 for the nine
months ended April 30, 2005 and 2004, respectively. 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 April 30, 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 upon delivery of a put notice. 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 April 30,
2005 and June 1, 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. Pursuant to the
Promissory Note, the Company has deposited 35 put notices under the
above agreement for puts in the amount of $60,000 each and one in the
amount of $181,017 into escrow which will be released every 14 days
beginning August 5, 2005 and enable the Company to repay the loan
through the sale of common shares to the investment partnership.
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 April 30, 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.
F-7
JAG MEDIA HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note 1 - Basis of presentation (concluded):
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.
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 ("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 the Seller
related to that business. The business acquired had not generated any
significant revenue as of the date of the acquisition or through April
30, 2005.
F-8
JAG MEDIA HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note 2 - Acquisition (continued):
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 and (2) CCMTV, which is currently under development and
will consist of software programs (and related hardware) that are
intended to enable mobile closed-circuit TV devices to send real-time
video streams from the field to a central point where they can be
viewed by one or more persons. Because the acquired product lines are
still under development, it is difficult for the Company to estimate
the amount of resources that will be required to complete the
development of these product lines. The Company believes, however, that
existing cash resources will be sufficient to begin the launch and
marketing of these product lines in the United States.
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 $19,200 in
cash. The purchase price was allocated to the fair value of assets as
follows:
Equipment $11,000
Other Assets 100
Goodwill 50,600
-------
Total $61,700
=======
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 $50,600 for the write-off of
goodwill in the nine months ended April 30, 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 nine and three months ended
April 30, 2005.
Unaudited pro forma results of operations for nine months ended April
30, 2005 and 2004 assuming the Company had acquired the business and
the related assets from the Seller as of the beginning of the nine
months ended April 30, 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 (concluded):
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 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 April 30, 2005 will total $391,876 as follows:
Year ending Amount
----------- ------
April 30, 2006 $149,377
April 30, 2007 163,997
April 30, 2008 78,502
--------
Total $391,876
========
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
outstanding 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 April 30, 2005, there were options and warrants outstanding for
the purchase of a total of 3,845,000 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 nine and three months ended
April 30, 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.
F-10
JAG MEDIA HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note 4 - Income taxes:
As of April 30, 2005, the Company had net operating loss carryforwards
of approximately $26,992,000 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.
As of April 30, 2005, the Company's deferred tax assets consisted of
the effects of temporary differences attributable to the following:
Deferred revenues, net $13,000
Unearned compensation 1,825,000
Net operating loss carryforwards 10,463,000
------------
12,301,000
Less valuation allowance (12,301,000)
------------
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 April
30, 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 $510,000 and $203,000 during the nine and three months
ended April 30, 2005, respectively, and the decreases in the valuation
allowance of $497,000 and $246,000 during the nine and three months
ended April 30, 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 line 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 "Equity Line") 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 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 (continued):
Equity line 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 Nasdaq OTC Bulletin Board. In addition, the
obligation of Cornell Capital to complete its purchases under the
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 nine months ended April 30, 2005 no put options were
exercised. As of April 30, 2005, the Company had the ability to require
Cornell Capital to purchase shares of its common stock pursuant to the
Equity Line 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 Equity Line.
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 Equity Line 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, unless an extension is mutually agreed
to by the parties in writing. As of April 30, 2005, $4,035,000 of the
Company's Equity Line with Cornell Capital had been utilized.
F-12
JAG MEDIA HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note 5 - Issuances of common stock and stock options (continued):
Equity line agreement (concluded):
Pursuant to the Promissory Note, the Company has agreed to deposit in
escrow 35 put notices under the Equity Line for puts in an amount of
$60,000 each and one request for a put under the Equity Line in an
amount of $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 upon use of such put notices. The Company has
paid to Cornell Capital a fee of $100,000 in connection with this
transaction which has been recorded as a debt discount and is being
amortized over the life of the loan.
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
interest rate 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 nine months ended April 30, 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 (concluded):
Options and warrants issued for services (concluded):
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
nine months ended April 30, 2005 the Company granted options to
purchase 260,000 shares of stock to employees of TComm (UK) Limited
("TComm"), a subsidiary of the company (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 $51,200. No warrants were issued, and no options or warrants were
canceled or exercised during the nine months ended April 30, 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 2,010,000 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 will not have any material adverse effects on
the Company's consolidated financial statements in subsequent years.
Bay Point Investment Partners, LLC has threatened to commence
litigation against the Company, certain of its officers and directors
and others. The Bay Point claim relates to its purchase of shares of
the Company's stock in private placements on December 10, 2002 and June
19, 2003. Bay Point alleges, among other things, various disclosure
failings as well as the Company's failure to register the shares it
purchased in the June 19, 2003 private placement by the date provided
in the placement agreement and to use the proceeds as Bay Point claims
they were intended to be used. While reserving the right to increase
its demand, Bay Point is currently seeking a payment of $500,000 in
exchange for its return of 568,181 shares to the Company. The Company
believes it has meritorious defenses to Bay Point's claims.
On March 4, 2005, the Company settled a dispute with a consultant in
connection with his performance of various investment banking services
for the Company. The claim 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 or $75,000. The cost of the
settlement was accrued as of January 31, 2005 and has been included in
operations for the nine months ended April 30, 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 nine
months ended April 30, 2005.
Nine months ended April 30, 2005 as compared to nine months ended April 30,
2004.
Nine Months
Ended April 30,
2005 2004 $ Change
----------- ----------- -----------
Revenues $ 180,651 $ 177,540 $ 3,111
----------- ----------- -----------
Operating expenses:
Cost of revenues 124,632 200,804 (76,172)
Selling expenses 29,915 15,111 14,804
General and administrative
expenses 1,378,142 1,445,659 (67,517)
----------- ----------- -----------
Totals 1,532,689 1,661,574 (128,885)
----------- ----------- -----------
Loss from operations (1,352,038) (1,484,034) 131,996
Other income (expense):
Writeoff of goodwill (50,586) 0 (50,586)
Interest income 5,307 2,049 3,258
Interest expense (71,136) (23,930) (47,206)
----------- ----------- -----------
Net loss $(1,468,453) $(1,505,915) $ 37,462
=========== =========== ===========
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.
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 nine months ended April 30, 2005, consulting fees were approximately
$98,000 as compared to approximately $164,000 for the nine months ended April
30, 2004. Such fees included non-cash charges associated with the amortization
of unearned compensation arising from the issuance of shares of approximately
$30,750 and $130,000 for the nine months ended April 30, 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 $175,000 cost of the Company's settlement of a dispute for
investment banking services, the acquisition of TComm (UK) Limited and increased
personnel at TComm (UK) Limited.
Three months ended April 30, 2005 as compared to three months ended April 30,
2004.
Three Months
Ended April 30,
2005 2004 $ Change
--------- --------- ---------
Revenues $ 62,963 $ 56,604 $ 6,359
--------- --------- ---------
Operating expenses:
Cost of revenues 44,759 61,164 (16,405)
Selling expenses 13,668 9,784 3,884
General and administrative
expenses 526,553 699,242 (172,689)
--------- --------- ---------
Totals 584,980 770,190 (185,210)
--------- --------- ---------
Loss from operations (522,017) (713,586) 191,569
Other income (expense):
Interest income 4,326 1,336 2,990
Interest expense (71,136) (5,930) (65,206)
--------- --------- ---------
Net loss $(588,827) ($718,180) $ 129,353
========= ========= =========
Cost of revenues:
During the three months ended April 30, 2005, consulting fees were approximately
$35,000 as compared to approximately $46,000 for the three months ended April
30, 2004. Such fees included non-cash charges associated with the amortization
of unearned compensation arising from the issuance of options and warrants of
approximately $3,875 and $22,000 for the three months ended April 30, 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 April
30, 2005 versus April 30, 2004 decreased primarily as a result of a $150,000
severance payment to our former CEO during the three months ended April 30, 2004
and the absence of his compensation expense during the three months ended April
30, 2005.
LIQUIDITY AND CAPITAL RESOURCES:
We only generated revenues of approximately $181,000 and $178,000 and we
incurred net losses of approximately $1,468,000 and $1,506,000 and cash flow
deficiencies from operating activities of approximately $1,248,000 and
$1,213,000 for the nine months ended April 30, 2005 and 2004, respectively.
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 April 30, 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 upon delivery of a put notice. 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 April 30, 2005 and June
1, 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 April 30, 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 $995,000 as of April 30,
2005 results primarily from the proceeds of a $2,000,000 promissory note in the
third quarter.
On April 9, 2002, we entered into an equity line purchase agreement (the "Equity
Line") 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 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 Nasdaq
OTC Bulletin Board. In addition, the obligation of Cornell Capital to complete
its purchases under the 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, 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.
During the nine months ended April 30, 2005, no put options were exercised. As
of April 30, 2005, we had the ability to require Cornell Capital to purchase
shares of our common stock pursuant to the Equity Line 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, we entered into a Promissory Note. 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 us upon delivery of
put notices under the Equity Line or (ii) in full by us within 663 calendar days
of January 25, 2005 regardless of the availability of proceeds under the Equity
Line, unless an extension is mutually agreed to by the parties in writing. As of
April 30, 2005, $4,035,000 of the Company's existing equity line with Cornell
Capital has been utilized.
Pursuant to the Promissory Note, we have has agreed to deposit in escrow 35 put
notices under the Equity Line for puts in an amount of $60,000 each and one
request for a put under the Equity Line in an amount of $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. We have has also agreed to reserve out
of our 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 use of such put notices.
We paid Cornell Capital a fee of $100,000 in connection with this transaction
and we also paid a $5,000 documentation fee.
We have 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, we have 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 interest rate 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 of our
other obligations under the Promissory Note, would become immediately due and
payable without any action on the part of Cornell.
During the nine months ended April 30, 2005, we used cash of approximately
$1,248,000 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 development business focused on streaming video solutions and all of
the assets of the Seller related to that business. The business acquired had not
generated any significant revenues as of the date of the acquisition or through
April 30, 2005.
The acquired Seller's product lines we intend 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 and (2) CCMTV, which
is currently under development and will consist of software programs (and
related hardware) that are intended to enable mobile closed-circuit TV devices
to send real-time video streams from the field to a central point where they can
be viewed by one or more persons. Because the acquired product lines are still
under development, it is difficult for the Company to estimate the amount of
resources that will be required to complete the development of these product
lines. The Company believes, however, that existing cash resources will be
sufficient to begin the launch and marketing of these product liens in the
United States.
The purchase price paid to Seller for the assets consisted of (i) 250,000 shares
(the "Shares") of our common stock, having a value based on the closing price of
our 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 us 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, our obligations for cash payments under the employment agreements
subsequent to April 30, 2005 will total $391,876 as follows:
Year ending Amount
----------- --------
April 30, 2006 $149,377
April 30, 2007 163,997
April 30, 2008 78,502
---------
Total $391,876
========
Pursuant to the employment agreements, we granted options to purchase 260,000
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 $51,200
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
April 30, 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 nine months ended April 30, 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 April 30, 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
plaintiffs and the moving defendants have since stipulated to the entry of a
final judgement dismissing the third amended complaint against the moving
defendants with prejudice. As part of this stipulation, the parties have agreed
that upon entry of the final judgement, the parties will (a) waive their right
to attorneys' fees or seek sanctions and bear their own costs and (b) not appeal
the judgement.
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.
Bay Point Investment Partners, LLC has threatened to commence litigation against
the Company, certain of its officers and directors and others. The Bay Point
claim relates to its purchase of shares of the Company's stock in private
placements on December 10, 2002 and June 19, 2003. Bay Point alleges, among
other things, various disclosure failings as well as the Company's failure to
register the shares it purchased in the June 19, 2003 private placement by the
date provided in the placement agreement and to use the proceeds as Bay Point
claims they were intended to be used. While reserving the right to increase its
demand, Bay Point is currently seeking a payment of $500,000 in exchange for its
return of 568,181 shares to the Company. The Company believes it has meritorious
defenses to Bay Point's claims.
There are no other currently pending legal proceedings and the Company is not
aware of any proceeding that a governmental authority is contemplating.
ITEM 2. SALES OF UNREGISTERED SECURITIES AND USE OF PROCEEDS.
During the fiscal quarter ended April 30, 2005, no put options were exercised
under our Equity Line Purchase Agreement, dated as of April 9, 2002. As of April
30, 2005, we had the ability to require Cornell Capital to purchase shares of
our common stock pursuant to the Equity Line at an aggregate purchase price of
$5,965,000 through August 28, 2006.
During the fiscal quarter ended April 30, 2005, there were no sales of
unregistered securities other than as disclosed by the Company in its Current
Reports on Form 8-K.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On or about January 26, 2005, the Company mailed a Proxy Statement to
shareholders in connection with its annual meeting (the "Annual Meeting") which
was held on February 24, 2005 in the law offices of Jones Vargas located on the
Twelfth Floor of 100 West Liberty Street in Reno, Nevada. The following matters
were voted upon and approved at the Annual Meeting: (a) election of Thomas J.
Mazzarisi and Stephen J. Schoepfer to serve as the directors of the Company for
the ensuing year; (b) the ratification of the selection of J.H. Cohn LLP as the
Company's independent registered public accounting firm for 2005; and (c) the
proposal to amend Article Fourth of the Amended and Restated Articles of
Incorporation of the Company to remove "custody only" trading of the Company's
shares of common stock:
As of January 7, 2005, the record date established by our Board of Directors for
the Annual Meeting, there were 41,639,969 shares of the Company's common stock
outstanding with the holders of 37,414,875 of such shares entitled to vote at
the Annual Meeting. The holders of 24,717,186 shares of the Company's common
stock, or more than a majority of the Company's common stock outstanding and
entitled to vote at the Annual Meeting, were present in person or represented by
proxy at the Annual Meeting. The holders of 24,043,441 shares of the Company's
common stock voted for the election of Mr. Mazzarisi as a director of the
Company and the holders of 58,277 shares of the Company's common stock withheld
votes from the election of Mr. Mazzarisi. The holders of 24,038,763 shares of
the Company's common stock voted for the election of Mr. Schoepfer as a director
of the Company and the holders of 62,977 shares of the Company's common stock
withheld votes from the election of Mr. Schoepfer. No other directors were
nominated by the shareholders. The holders of 23,984,485 shares of the Company's
common stock Class voted for the ratification of the selection of J.H. Cohn LLP
as the Company's independent registered public accounting firm, the holders of
167,989 shares of the Company's common stock voted against approval, and the
holders of 44,592 shares of the Company's common stock abstained from voting on
this matter. Lastly, the holders of 19,270,416 shares of the Company's common
stock voted for the approval of the amendment of Article Fourth of the Amended
and Restated Articles of Incorporation of the Company, the holders of 107,349
shares of the Company's common stock voted against such proposal, and the
holders of 9,606 shares of the Company's common stock abstained from voting on
this matter.
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. 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.
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: June 20, 2005 By: /s/ Thomas J. Mazzarisi
------------------------
Name: Thomas J. Mazzarisi
Title: Chairman of the Board
and Chief Executive Officer
Date: June 20, 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.