SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12B-25
Commission File Number 000-28761
NOTIFICATION OF LATE FILING
(Check One): |_| Form 10-KSB |_| Form 11-K |_|Form 20-F |X|Form 10-QSB
|_| Form N-SAR |_| Form N-CSR
For Period Ended: Fiscal Quarter Ended October 31, 2005
-------------------------------------------------------
|_| Transition Report on Form 10-K |_| Transition Report on Form 10-Q
|_| Transition Report on Form 20-F |_| Transition Report on Form N-SAR
|_| Transition Report on Form 11-K
For the Transition Period Ended:
------------------------------------------
Read attached instruction sheet before preparing form. Please print or
type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates:
- --------------------------------------------------------------------------------
PART I
REGISTRANT INFORMATION
Full name of Registrant JAG Media Holdings, Inc.
---------------------------------------------------------
Former name if applicable
-------------------------------------------------------
Address of principal executive office (Street and Number)
6865 SW 18th Street, Suite B13
- --------------------------------------------------------------------------------
City, state and zip code Boca Raton, Florida 33433
--------------------------------------------------------
PART II
RULE 12b-25 (b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate.)
(a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
|X| (b) The subject annual report, semi-annual report, transition
report on Form 10-KSB, Form 20-F, Form 11-K, Form N-SAR or
Form N-CSR, or portion thereof will be filed on or before the
fifteenth calendar day following the prescribed due date; or
the subject quarterly report or transition report on Form
10-QSB or portion thereof will be filed on or before the fifth
calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why Forms 10-KSB, 11-K, 20-F,
10-QSB, N-SAR, N-CSR or the transition report portion thereof could not be filed
within the prescribed time period.
Records and documentation necessary for completion of the narrative and
financial statements for the report were not available in time to complete the
Form 10-QSB of the Registrant for the period ending October 31, 2005. The
Registrant will file such report on or before December 20, 2005.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Thomas J. Mazzarisi 866 300-7410
--------------------------------------------------------------------------
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
|X| Yes |_| No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
|_|Yes |X| No
If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
JAG Media Holdings, Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date December 15, 2005 By /s/ Thomas J. Mazzarisi
---------------------- ------------------------------------
Name: Thomas J. Mazzarisi
Title: Chairman & Chief Executive Officer