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, 2006.
[_] 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 Identification No.)
incorporation or organization)
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 [_]
Indicate by check mark whether the Registration is a shell company (as defined
in Rule 12b-2 of the Exchange Act).
Yes [_] No [X]
As of June 9, 2006, the Registrant had 42,476,525 shares of Common Stock,
384,807 shares of Series 2 Class B Common Stock and 21,500 shares of Series 3
Class B Common Stock issued and outstanding.
INDEX
Page No.
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PART I FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited) 1
Condensed Consolidated Balance Sheet April 30, 2006 (Unaudited) 1
Condensed Consolidated Statements of Operations Nine and Three Months
Ended April 30, 2006 and 2005 (Unaudited) 2
Condensed Consolidated Statement of Changes in Stockholders'
Deficiency Nine Months Ended April 30, 2006 (Unaudited) 3
Condensed Consolidated Statements of Cash Flows Nine Months Ended
April 30, 2006 and 2005 (Unaudited) 4
Notes to Condensed Consolidated Financial Statements (Unaudited) 5-11
Item 2. Management's Discussion and Analysis 12
Item 3. Controls and Procedures 18
PART II OTHER INFORMATION
Item 1. Legal Proceedings 19
Item 2. Sales of Unregistered Securities and Use of Proceeds 19
Item 4. Submission of Matters to a Vote of Security Holders 19
Item 6. Exhibits 21
Signatures 22
Exhibit Index 23
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JAG MEDIA HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
APRIL 30, 2006
(UNAUDITED)
Assets
Current assets:
Cash and cash equivalents $ --
Accounts receivable, net of allowance for doubtful accounts
of $7,500 28,929
Other current assets 25,767
------------
Total current assets 54,696
Equipment, net of accumulated depreciation of $111,815 55,342
Other assets 15,839
------------
Total $ 125,877
============
Liabilities and Stockholders' Deficiency
Current liabilities:
Accounts payable and accrued expenses $ 1,523,782
Deferred revenues 26,650
Loan payable, net of unamortized debt discount of $31,674 1,968,326
------------
Total current liabilities 3,518,758
Mandatorily redeemable Class B common stock; par value $.00001
per share:
400,000 shares designated as Series 2 384,807 shares
issued and outstanding 4
40,000 shares designated as Series 3; 21,500 shares issued
and outstanding --
------------
4
------------
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;
500,000,000 shares authorized; 41,241,551 shares issue and
outstanding 413
Additional paid-in capital 43,798,222
Unearned compensation (49,105)
Accumulated deficit (47,142,415)
------------
Total stockholders' deficiency (3,392,885)
------------
Total $ 125,877
============
See Notes to Condensed Consolidated Financial Statements.
1
JAG MEDIA HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
NINE AND THREE MONTHS ENDED APRIL 30, 2006 AND 2005
(UNAUDITED)
Nine Months Three Months
Ended April 30, Ended April 30,
------------------------- -------------------------
2006 2005 2006 2005
----------- ----------- ----------- -----------
Revenues $ 143,365 $ 180,651 $ 58,267 $ 62,963
----------- ----------- ----------- -----------
Operating expenses:
Cost of revenues 55,924 124,632 11,854 44,759
Selling expenses 36,573 29,915 12,353 13,668
General and administrative expenses 1,941,618 1,378,142 738,819 526,553
----------- ----------- ----------- -----------
Totals 2,034,115 1,532,689 763,026 584,980
----------- ----------- ----------- -----------
Loss from operations (1,890,750) (1,352,038) (704,759) (522,017)
Other income (expense):
Writeoff of goodwill -- (50,586) -- --
Interest income 2,678 5,307 453 4,326
Interest expense (220,683) (71,136) (71,944) (71,136)
----------- ----------- ----------- -----------
Net loss $(2,108,755) $(1,468,453) $ (776,250) $ (588,827)
=========== =========== =========== ===========
Basic net loss per share $ (0.05) $ (0.03) $ (0.02) $ (0.01)
=========== =========== =========== ===========
Basic weighted average common shares
outstanding 43,113,230 44,430,720 41,241,551 44,660,720
=========== =========== =========== ===========
See Notes to Condensed Consolidated Financial Statements.
2
JAG MEDIA HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY
NINE MONTHS ENDED APRIL 30, 2006
(UNAUDITED)
Common Stock
------------------------- Additional Paid-in Unearned Accumulated
Number of Shares Amount Capital Compensation Deficit Total
---------------- ------ ------------------ ------------ ------------ -----------
Balance, August 1, 2005 44,747,799 $448 $43,742,187 $(40,446) $(45,033,660) $(1,331,471)
Effect of issuance of options in
exchange for services 56,000 (56,000) --
Effect of return and retirement of
shares (3,506,248) (35) 35 --
Amortization of unearned compensation 47,341 47,341
Net loss (2,108,755) (2,108,755)
---------- ---- ----------- -------- ------------ -----------
Balance, April 30, 2006 41,241,551 $413 $43,798,222 $(49,105) $(47,142,415) $(3,392,885)
========== ==== =========== ======== ============ ===========
See Notes to Condensed Consolidated Financial Statements.
3
JAG MEDIA HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED APRIL 30, 2006 AND 2005
(UNAUDITED)
2006 2005
----------- -----------
Operating activities:
Net loss $(2,108,755) $(1,468,453)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation 16,849 14,068
Amortization of unearned compensation 47,341 30,752
Amortization of debt discount 41,177 13,273
Amortization of other assets 20,587
Writeoff of goodwill -- 50,586
Effects of issuance of common stock in
exchange for services -- 77,501
Changes in operating assets and liabilities
Accounts receivable (14,419) (16,090)
Other current assets 41,421 (583)
Accounts payable and accrued expenses 1,310,157 51,744
Deferred revenues (2,581) (1,046)
----------- -----------
Net cash used in operating activities (648,223) (1,248,248)
----------- -----------
Investing activities:
Equipment purchases (12,642) (24,040)
Cash paid for business acquisition -- (19,212)
----------- -----------
Net cash used in investing activities (12,642) (43,252)
----------- -----------
Financing activities:
Proceeds from loan payable -- 2,000,000
Costs paid in connection with loan payable -- (100,000)
----------- -----------
Net cash provided by financing
activities -- 1,900,000
----------- -----------
Net increase (decrease) in cash and cash equivalents (660,865) 608,500
Cash and cash equivalents, beginning of period 660,865 386,283
----------- -----------
Cash and cash equivalents, end of period $ -- $ 994,783
=========== ===========
See Notes to Condensed Consolidated Financial Statements.
4
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
adjustments, necessary to present fairly the financial position of JAG Media
Holdings, Inc. ("JAG Media") and its subsidiaries as of April 30, 2006, their
results of operations for the nine and three months ended April 30, 2006 and
2005, and cash flows for the nine months ended April 30, 2006 and 2005 and their
changes in stockholders' deficiency for the nine months ended April 30, 2006.
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, 2005 and for the years ended July 31, 2005 and 2004
(the "Audited Financial Statements") included in the Company's Annual Report on
Form 10-KSB (the "10-KSB") for the year ended July 31, 2005 that was previously
filed with the SEC.
The results of the Company's operations for the nine months ended April 30, 2006
are not necessarily indicative of the results of operations to be expected for
the full year ending July 31, 2006.
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 9 to
the Audited Financial Statements), 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 $143,000 and it incurred net losses of
approximately $2,109,000 and cash flow deficiencies from operating activities of
approximately $648,000 for the nine months ended April 30, 2006. In addition, as
of April 30, 2006, the Company had no cash or cash equivalents and a working
capital deficiency of approximately $3,464,000. These matters raise substantial
doubt about the Company's ability to continue as a going concern.
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, 2007 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.
5
Note 1 - Basis of presentation (continued):
As further explained in Note 4 herein, the Company had entered into an agreement
with an investment partnership pursuant to which it had, in effect, "put"
options whereby, subject to certain conditions, it was 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 was $10,000,000. The equity line was due
to expire in August 2006. As of April 30, 2006 and June 15, 2006, the Company
had received gross proceeds of $4,035,000 from the exercise of "put" options. As
explained in Note 4 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 had 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. All
put notices have been returned to the Company. In addition, as described in Note
8 herein, on May 25, 2006, the Company terminated the Equity Line Agreement with
Cornell Capital, converted $250,000 of the principal of its $2,000,000
Promissory Note payable to Cornell Capital into 1,250,000 shares of the
Company's common stock which were issued on such date, and converted the
remaining principal amount of and accrued interest on the Promissory Note into a
secured convertible debenture in the principal amount of $1,900,000. The Company
also issued similar secured convertible debentures to Cornell Capital in the
principal amounts of $1,250,000 on May 25, 2006 and $1,000,000 on May 31, 2006,
which provided the Company with net proceeds of approximately $2,000,000 after
fees and costs.
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 through other financing agreements to enable it to
continue as a going concern through at least April 30, 2007. 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.
Note 2 - 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. 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, 2006, there were options outstanding for the purchase of a total
of 1,420,000 shares of common stock (see Note 4 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, 2006 and 2005 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.
6
Note 3 - Income taxes:
As of April 30, 2006, the Company had Federal net operating loss carry forwards
of approximately $30,920,000 available to reduce future Federal taxable income
which will expire from 2019 through 2026.
As of April 30, 2006, the Company's deferred tax assets consisted of the effects
of temporary differences attributable to the following:
Deferred revenues, net $ 9,000
Unearned compensation 54,000
Net operating loss carry forwards 11,883,000
------------
11,946,000
Less valuation allowance (11,946,000)
------------
Total $ --
============
Due to the uncertainties related to, among other things, 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, 2006.
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, 2005.
As a result of increases in the valuation allowance of $103,000 and $250,000,
during the nine months and three months ended April 30, 2006, respectively, and
the increases in the valuation allowance of $510,000 and $203,000 during the
nine and three months ended April 30, 2005, respectively, there are no credits
for income taxes reflected in the accompanying condensed consolidated statements
of operations to offset pre-tax losses.
Note 4 - Issuances of common stock and stock options:
Equity and debt financing agreements with Cornell Capital Partners, L.P.:
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 Agreement") with Cornell Capital Partners L.P. ("Cornell Capital") pursuant
to which the Company had, in effect, put options whereby, subject to certain
conditions, it could have required Cornell Capital to purchase shares of its
common stock from time to time at an aggregate purchase price of $10,000,000
through August 2006. The purchase price was 95% of the lowest closing bid price
of the Company's common stock over a specified number of trading days commencing
on specified dates. As of April 30, 2006, $4,035,000 of the Company's Equity
Line with Cornell Capital had been utilized.
During the nine months ended April 30, 2006, no put options were exercised.
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 net of a debt discount of $100,000
attributable to a fee paid to Cornell Capital deducted at the time of funding
which is being amortized over the life of the loan. The unamortized debt
discount as of April 30, 2006 is $31,674. The face amount of the Promissory Note
and interest on the amount from time to time outstanding at a rate of 12% per
year was 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
7
Note 4 - Issuances of common stock and stock options (continued):
Company within 753 calendar days of January 25, 2005 regardless of the
availability of proceeds under the Equity Line Agreement, unless an extension
was mutually agreed to by the parties in writing.
Pursuant to the Promissory Note, the Company agreed to deposit in escrow 35 put
notices under the Equity Line Agreement for puts in an amount of $60,000 each
and one request for a put under the Equity Line Agreement in an amount of
$181,017. Under the terms of the Promissory Note as amended on August 5, 2005,
the put notices were to have been held in escrow and released every 14 days
commencing November 4, 2005. As of April 30, 2006, no put notices were released.
The Company had also agreed to reserve out of its authorized but unissued shares
of common stock 3,500,000 shares of the Company's common stock to be delivered
to Cornell Capital under the Equity Line Agreement upon use of such put notices.
As explained in Note 8 herein, in May 2006, we refinanced the Promissory Note
and obtained additional financing from Cornell Capital. All put notices have
been returned to the Company and as of May 26, 2006, the Equity Line and the
Promissory Note were terminated and cancelled.
Options issued for services:
As explained in Note 5 to the Audited Financial Statements, the Company has
issued, from time to time, stock options for the purchase of common stock to
employees as compensation and to 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").
As of August 1, 2005, the Company had 2,510,000 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, 2006, the
Company granted to employees options to purchase 250,000 shares of common stock
and granted to consultants options to purchase 200,000 shares of common stock.
These options had exercise prices ranging from $.02 to $1.00 per share and will
expire at various dates from August 2011 through September 2015. During the nine
months ended April 30, 2006, options to purchase 1,540,000 shares were canceled
and no options were exercised. As a result, options to purchase 1,420,000 shares
of common stock at prices ranging from $.02 to $1.00 per share were outstanding
as of April 30, 2006.
The cost of the options of $56,000, determined based on their aggregate
estimated fair values at the respective dates of issuance using the
Black-Scholes option pricing model, assuming a risk free interest rate of 6.5%
annually, no dividend payments, annual volatility ranging from 2.71% to 2.79%,
an exercise price of $0.02 and stock prices when issued of $0.12 to $0.13, was
initially charged directly to expense or to unearned compensation and
subsequently amortized to expense.
8
Note 4 - Issuances of common stock and stock options (continued):
During the nine months ended April 30, 2006 the Company received the following
from a stockholder: (i) instructions for the cancellation of an outstanding
option to acquire 1,000,000 shares of the Company's common stock; (ii) stock
certificates and a stock power transferring back to the Company 3,506,248 shares
of common stock; and (iii) a stock power to transfer back to the Company 7,981
shares of Series 2 Class B common stock, all of which shares were cancelled by
the Company resulting in an increase in additional paid-in-capital and a
decrease in the par value of common stock of $35. The Company paid no
consideration for the return of such shares or cancellation of the option.
Amendment of Articles of Incorporation:
On April 26, 2006, JAG Media's articles of incorporation were amended to
increase the Company's authorized capital stock from 250,000,000 shares of
common stock, par value $0.00001 per share to 500,000,000 shares of common
stock.
Note 5 - Legal proceedings:
The Company is a party to various claims and lawsuits incidental to its
business. In the opinion of management, it is probable that the resolution of
such contingencies will not materially affect the consolidated financial
position or results of operations of the Company in subsequent years. Bay Point
Investment Partners, LLC had threatened to commence litigation against the
Company, certain of its officers and directors and others. The Bay Point claim
related to its purchase of shares of the Company's stock in private placements
on December 10, 2002 and June 19, 2003. Bay Point alleged, 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. In May 2006, the Company settled its dispute with Bay Point
by the payment of $250,000 for which it has received releases from Bay Point and
other claimants. The settlement has been included as a liability as of April 30,
2006 and in results of operations for the nine and three months ended
April 30, 2006.
Note 6 - Employment agreements:
On November 3, 2005, the Company renewed and extended the amended and restated
employment agreements between the Company and its two senior executives, each
dated August 31, 2001, retroactively effective to August 31, 2004. Under the
revision, the Company became obligated to make cash payments of $150,000 to each
of the two senior executives annually during the three year period ending August
31, 2007. As a result, the Company's obligations for cash payments under each of
the two employment agreements during periods subsequent to April 30, 2006
totaled approximately $75,000, $300,000 and $25,000 in the years ending July 31,
2006, 2007 and 2008, respectively. The exercise price of various options which
may be granted under the terms of the original amended and restated employment
agreements was increased from 25% of a defined market value to 100% of a defined
fair market value.
Note 7 - Proposed acquisition:
On December 27, 2005, the Company entered into an agreement and plan of merger
(the "Merger Agreement") with, among others, Cryptometrics, Inc., a Delaware
corporation ("Cryptometrics"), pursuant to which Cryptometrics would merge with
a newly created subsidiary of the Company. In consideration of the merger, the
stockholders of Cryptometrics would acquire shares of common stock of the
Company, which shares would, upon issuance, represent approximately 88% of the
outstanding
9
Note 7 - Proposed acquisition (continued):
Company common stock, in exchange for all of the issued and outstanding capital
stock of Cryptometrics. The shares of common stock to be received by the
stockholders of Cryptometrics are to be registered under the U.S. Securities Act
of 1933, as amended, which the Company has done. If consummated, the proposed
transaction would be accounted for as a reverse acquisition in which
Cryptometrics would be the acquirer for accounting purposes.
At the closing of the proposed transaction, the Company's current directors
would resign as directors of the Company and would also resign as officers and
executives of the Company. The Company's board of directors would be replaced
with designees of Cryptometrics, at least a majority of whom would be
independent and who, in whole or in part, would also constitute the audit
committee of the Company's board of directors.
Until the Company and Cryptometrics agree otherwise, the Merger Agreement,
notwithstanding approval by the Cryptometrics' stockholders may be cancelled
with or without any reason at any time by either of them with no liability.
In addition, the proposed transaction is subject to various conditions being
satisfied prior to closing, including, among others, (i) the approval of the
stockholders of the Company of various amendments to its Articles of
Incorporation, (ii) the listing of the Company's Common Stock on the Nasdaq
Capital Market, (iii) the parties agreeing on disclosure schedules and
completing a due diligence review satisfactory to them in all respects and (iv)
the Company and Cryptometrics obtaining all appropriate and necessary corporate
and stockholder approvals for the transaction.
There is no assurance that the Company or Cryptometrics will not cancel the
Merger Agreement, that the conditions of the proposed transaction will be
fulfilled and that the proposed transaction between the Company and
Cryptometrics will be consummated.
Note 8 - Subsequent events:
On May 25, 2006, the Company terminated its Equity Line Agreement with Cornell
Capital described in Note 4 herein, converted $250,000 of the principal of its
$2,000,000 Promissory Note payable to Cornell Capital, also described in Note 4
herein, into 1,250,000 shares of the Company's common stock which were issued on
such date, and converted the remaining principal amount of and accrued interest
on the Promissory Note into a secured convertible debenture in the principal
amount of $1,900,000. In addition, the Company issued similar secured
convertible debentures to Cornell Capital in the principal amounts of $1,250,000
on May 25, 2006 and $1,000,000 on May 31, 2006, which provided the Company with
net proceeds of approximately $2,000,000 after fees and costs. All the secured
convertible debentures bear interest at the rate of 10% per year and mature
three years after issuance. They are convertible through maturity into shares of
the Company's common stock as provided in the debentures. They are secured by
the Company's assets and the assets of the Company's United States subsidiary
until a registration statement covering shares of common stock issuable upon
conversion has been effective for 60 days. At such time, the security interest
will automatically terminate provided the Company's common stock is trading on
the OTC Bulletin Board at a price above $0.08 per share and there has occurred
no event of default under the convertible debentures.
Cornell Capital has the right to convert the debentures, at its sole option,
into shares of the Company's common stock at a conversion price which shall be
the lower of (i) $0.40 per share or (ii) a 10% discount to the lowest volume
weighted average price, as reported by Bloomberg, of the Company's common stock
during the 30 trading
10
Note 8 - Subsequent events (continued):
days prior to the conversion date.
If the Company issues shares of common stock or common stock equivalents, being
rights, warrants, options or other securities or debt that are convertible into
or exchangeable for shares of common stock entitling any person to acquire
shares of common stock, at a price per share less than the then fixed conversion
price, then, at the sole option of the holder of a debenture, the fixed
conversion price shall be adjusted to mirror the lower conversion, exchange or
purchase price for such new common stock, or common stock equivalents, at issue.
No such adjustment shall be made as a result of issuances and exercises of
options for compensatory purposes under the 1999 Long-Term Incentive Plan. The
fixed conversion price of the debentures is also subject to adjustment in
connection with certain corporate transactions.
In connection with the foregoing, the Company issued warrants to Cornell Capital
to purchase 12,000,000 shares of common stock. The warrants are exercisable
through May 2011 at prices ranging from $0.40 to $0.80 per share.
The exercise price and number of shares issuable pursuant to each of the
warrants are also subject to adjustment in certain circumstances. In the event
that the Company issues or sells any common stock, or is deemed to have issued
or sold common stock through issuing stock options or convertible securities, at
or representing a price per share less than the exercise price of the warrants
in effect immediately prior to such issuance or sale, then immediately after the
issuance or sale, the exercise price of the warrants then in effect will be
reduced to an amount equal to the price at which the common stock was, or was
deemed to be, sold or issued.
Since the conversion of the secured convertible debentures and the related
warrants could result in the issuance of an indeterminable number of common
shares, the Company determined that based on the guidance in the consensus for
EITF Issue No. 00-19 ("EITF 00-19") "Accounting for Derivative Financial
Instruments Indexed to, and Potentially Settled in a Company's Own Stock", the
Company will be prohibited from concluding that it will have a sufficient number
of authorized and unissued shares to net -share settle any of those warrants or
any other warrants or options previously issued or granted to non-employees.
Therefore, as of the date the secured convertible debentures and the related
warrants were issued, the Company recorded the related fair value of all
warrants and options issued to non-employees as a liability. Subsequent changes
in the fair value of such options and warrants at the end of each reporting
period will be recorded as charges or credits to the Company's results of
operations.
11
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, 2005, as outlined in
our previously filed Form 10-KSB, have been applied consistently for the nine
months ended April 30, 2006.
Nine months ended April 30, 2006 as compared to nine months ended April 30,
2005.
Nine Months
Ended April 30,
-------------------------
2006 2005 $ Change
----------- ----------- ---------
Revenues $ 143,365 $ 180,651 $ (37,286)
----------- ----------- ---------
Operating expenses:
Cost of revenues 55,924 124,632 (68,708)
Selling expenses 36,573 29,915 6,658
General and administrative expenses 1,941,618 1,378,142 563,476
----------- ----------- ---------
Total 2,034,115 1,532,689 501,426
----------- ----------- ---------
Loss from operations (1,890,750) (1,352,038) (538,712)
Other income (expense) :
Writeoff of goodwill -- (50,586) 50,586
Interest income 2,678 5,307 (2,629)
Interest expense (220,683) (71,136) (149,547)
----------- ----------- ---------
Net loss $(2,108,755) $(1,468,453) $(640,302)
=========== =========== =========
Revenues:
Revenues primarily consist of subscription revenues from annual, semi-annual,
quarterly and monthly subscriptions relating to our product "JAGNotes." 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. The decrease in subscription
revenues during the nine months ended April 30, 2006 as compared to the nine
months ended April 30, 2005 was due primarily to the lack of promotion of the
site and its decreased attractiveness to users. While our
12
revenues do include revenues from other sources, these other revenues are not
material to our business.
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 website, costs in connection with
the development and maintenance of the website, and payments to commentators and
employees for their reports that are posted on our website.
During the nine months ended April 30, 2006, consulting fees were approximately
$36,000 as compared to approximately $98,000 for the nine months ended April 30,
2005. Such fees included non-cash charges associated with the amortization of
unearned compensation arising from the issuance of shares of approximately
$9,000 and $30,750 for the nine months ended April 30, 2006 and 2005,
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. The increase in general and administrative expenses is attributable to
costs associated with the proposed acquisition, debt restructuring and
settlement of a legal claim.
Interest expense:
The increase results from borrowings under our Promissory Note payable to
Cornell Capital.
13
Three months ended April 30, 2006 as compared to three months ended April 30,
2005.
Three Months
Ended April 30,
---------------------
2006 2005 $ Change
--------- --------- --------
Revenues $ 58,267 $ 62,963 $ (4,696)
--------- --------- ---------
Operating expenses:
Cost of revenues 11,854 44,759 (32,905)
Selling expenses 12,353 13,668 (1,315)
General and administrative expenses 738,819 526,553 212,266
--------- --------- ---------
Total 763,026 584,980 178,046
--------- --------- ---------
Loss from operations (704,759) (522,017) (182,742)
Other income (expense):
Writeoff of goodwill -- -- --
Interest income 453 4,326 (3,873)
Interest expense (71,944) (71,136) (808)
--------- --------- ---------
Net loss $(776,250) $(588,827) $(187,423)
========= ========= =========
Revenues:
Revenues decreased for the three months ended April 30, 2006 primarily due to
the lack of promotion of the site and its decreased attractiveness to users.
Cost of revenues:
During the three months ended April 30, 2006, consulting fees were approximately
$4,000 as compared to approximately $35,000 for the three months ended April 30,
2005. Such fees included non-cash charges associated with the amortization of
unearned compensation arising from the issuance of options and warrants of
approximately $3,250 and $3,875 for the three months ended April 30, 2006 and
2005, 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:
General and administrative expenses increased for the three months ended April
30, 2006 primarily as a result of a $250,000 legal settlement which offset
decreases in salaries and reductions in legal and accounting fees in the prior
year's three month period ended April 30, 2005.
14
LIQUIDITY AND CAPITAL RESOURCES:
We only generated revenues of approximately $143,000 and we incurred net losses
of approximately $2,109,000 and cash flow deficiencies from operating activities
of approximately $648,000 for the nine months ended April 30, 2006. In addition,
at April 30, 2006, we had no cash and cash equivalents and a working capital
deficiency of approximately $3,464,000. 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 April 30, 2007 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.
We believe that we will be able to generate sufficient revenues from our
remaining facsimile transmission and website operations and obtain sufficient
financing to enable us to continue as a going concern through at least April 30,
2007. In May 2006, we obtained new financing in the amount of $2,250,000, which
after fees and costs which were withheld, resulted in net proceeds to us of
approximately $2,000,000. As a condition to the new financing, we were required
to terminate our existing Equity Line Agreement with Cornell Capital Partners,
LP, as more fully described below. If we cannot generate sufficient revenues
and/or obtain sufficient additional financing, if necessary, before April 30,
2007, we may be forced thereafter to restructure our operations, file for
bankruptcy or entirely cease our operations.
On November 24, 2004, we entered into a Business Sale Agreement (the "Sale
Agreement") with TComm Limited, a company organized in the United Kingdom
("Seller"), and Pixaya (UK) Limited (formerly known as TComm (UK) Limited), a
company organized in the United Kingdom that is our wholly-owned subsidiary. We
entered into the transaction to access the Seller's development stage software,
which we believed offered a new platform for delivery of our services as well as
being valuable in its own right. Effective October 3, 2005, TComm (UK) Limited
formally changed its name to Pixaya (UK) Limited. We continue to fund the
development of certain of Pixaya's software.
On April 9, 2002, we entered into an Equity Line Purchase Agreement with Cornell
Capital Partners L.P. pursuant to which we had, in effect, put options whereby,
subject to certain conditions, we could 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
to have remained available through August 28, 2006 unless terminated earlier by
us in our sole discretion. Effective May 26, 2006, we were required to cancel
the Equity Line Purchase Agreement as a condition to entering into a $4,150,000
borrowing and refinancing with Cornell Capital which is described more fully
below.
During the nine months ended April 30, 2006, no shares of common stock were
issued pursuant to the equity line. As of May 26, 2006, when the Equity Line
Purchase Agreement was terminated, we had the ability to require Cornell Capital
to purchase shares of our common stock at an aggregate purchase price of
$5,965,000 through August 28, 2006.
On January 25, 2005, we entered into a Promissory Note with Cornell Capital for
a loan of $2,000,000. On May 25, 2006, this Promissory Note was paid in part,
and the rest refinanced by converting it into a debenture as described below.
The $2,000,000 loan from Cornell Capital was funded on February 2, 2005. On
August 5, 2005, we and Cornell Capital agreed, as permitted under the Promissory
Note to extend for three months the date by which we must pay all amounts due
under the Promissory Note. The face amount of the Promissory Note (as amended)
and interest on the amount from time to time outstanding at a rate of 12% per
year was payable either (i) out of the net proceeds to be received by us upon
delivery of put notices under the Equity Line Purchase Agreement or (ii) in full
by us within 753
15
calendar days of January 25, 2005, regardless of the availability of proceeds
under the equity line, unless an extension were mutually agreed to by the
parties in writing.
Pursuant to the Promissory Note, we deposited in escrow 35 put notices under the
equity line 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 (as
extended), the put notices held in escrow were to be released every fourteen
(14) days commencing November 4, 2005. As of April 30, 2006, no put notices were
released. We also agreed to reserve out of our authorized but unissued shares of
common stock 3,500,000 shares of our common stock to be delivered to Cornell
Capital under the equity line upon use of such put notices. We 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, as
restructured.
We had 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 was in
an amount not less than $25,000. In addition, we had 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 were not paid in full when due, the
outstanding principal owed thereunder could 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 our other
obligations under the Promissory Note, would have become immediately due and
payable without any action on the part of Cornell Capital.
In May 2006, we refinanced our existing Promissory Note dated January 25, 2005,
as amended August 5, 2005, in favor of Cornell Capital and obtained additional
financing in the principal amount of $2,250,000 from Cornell Capital. As a
condition of the additional financing, we were required to terminate our
existing Equity Line Agreement with Cornell Capital. In connection with all such
financings, we issued three secured convertible debentures, bearing interest at
10% per year and payable in three years, in the aggregate principal amount of
$4,150,000.
Effective May 25, 2006, pursuant to a letter agreement with Cornell Capital, we
converted $250,000 of the outstanding $2,000,000 principal of the Promissory
Note into 1,250,000 shares of our common stock which we issued to Cornell
Capital. We converted the remaining $1,750,000 of the principal of the
Promissory Note and $150,000 in accrued and unpaid interest into a $1,900,000
10% Secured Convertible Debenture which we also issued to Cornell Capital on May
25, 2006.
Effective May 25, 2006, we entered into a Securities Purchase Agreement with
Cornell Capital pursuant to which we agreed to sell to Cornell Capital
$2,250,000 principal amount of 10% secured convertible debentures. At the
closing on May 25, 2006, we issued a $1,250,000 10% Secured Convertible
Debenture to Cornell Capital. On May 31, 2006, we issued a $1,000,000 10%
Secured Convertible Debenture to Cornell Capital.
All of the secured convertible debentures will mature in May 2009. We may, in
our sole discretion, redeem any and all amounts owed under such debentures
provided that the closing bid price of our common stock is less than the fixed
conversion price, initially $0.40 per share, at the time we deliver notice to
Cornell of our desire to redeem any amounts owed. We must pay a redemption
premium of 10% on any amounts redeemed.
Cornell Capital has the right to convert the debentures, at its sole option,
into shares of our common stock at a conversion price which shall be the lower
of (i) $0.40 per share or (ii) a 10% discount to the lowest volume weighted
average price, as reported by Bloomberg, of our common stock during the 30
trading
16
days prior to the conversion date.
If we issue shares of common stock or common stock equivalents, being rights,
warrants, options or other securities or debt that are convertible into or
exchangeable for shares of common stock entitling any person to acquire shares
of common stock, at a price per share less than the then fixed conversion price,
then, at the sole option of the holder of a debenture, the fixed conversion
price shall be adjusted to mirror the lower conversion, exchange or purchase
price for such new common stock, or common stock equivalents, at issue. No such
adjustment shall be made as a result of issuances and exercises of options for
compensatory purposes under the 1999 Long-Term Incentive Plan. The fixed
conversion price of the debentures is also subject to adjustment in connection
with certain corporate transactions.
Cornell Capital may not convert the debentures into an amount of shares of our
common stock that would result in it owning in excess of 4.99% of the then total
outstanding shares of our common stock, unless Cornell Capital chooses to waive
such restriction, which waiver would be subject to a 65-day notice period.
In connection with the financing, we paid Cornell Capital a commitment fee equal
to 10% of the disbursements of $2,250,000 at closing. We also paid Cornell
Capital a $15,000 structuring fee in connection with the financing and paid
their counsel's fee of $15,000. We will use the net proceeds of approximately
$2,000,000 to pay outstanding accounts payable, with the remainder to be
allocated for working capital purposes.
In connection with the $2,250,000 financing, we and our subsidiary, JAG Media
LLC, entered into Security Agreements with Cornell Capital effective May 25,
2006, which provide that the debentures will remain secured by our assets and
those of JAG Media LLC until the registration statement of which this prospectus
forms a part has been effective for 60 days. At such time, the security interest
will automatically terminate provided our common stock is trading on the OTC
Bulletin Board at a price above $0.08 per share and there has occurred no event
of default under the debentures.
In connection with the $2,250,000 new financing, we also issued to Cornell
Capital warrants to purchase 12,000,000 shares of our common stock; 2,000,000 at
each of $0.40, $0.50 and $0.60 per share and 3,000,000 at each of $0.70 and
$0.80 per share. All five warrants expire in May 2011.
The exercise price and number of shares issuable pursuant to each of the
warrants are also subject to adjustment in certain circumstances. In the event
that we issue or sell any common stock, or are deemed to have issued or sold
common stock through issuing stock options or convertible securities, at or
representing a price per share less than the exercise price of the warrants in
effect immediately prior to such issuance or sale, then immediately after the
issuance or sale, the exercise price of the warrants then in effect will be
reduced to an amount equal to the price at which the common stock was, or was
deemed to be, sold or issued. No such adjustment shall be made as a result of
issuances of shares under our 1999 Long-Term Incentive Plan. Upon each
adjustment to the exercise price of the warrants, the number of shares issuable
upon exercise of the warrants will be adjusted to the number of shares
determined by multiplying the exercise price in effect immediately prior to such
adjustment by the number of shares of common stock issuable upon exercise of the
warrants immediately prior to such adjustment and dividing the product by the
exercise price resulting from such adjustment. The exercise price and the number
of shares issuable pursuant to each of the warrants is also subject to
adjustment in connection with certain corporate transactions.
Unless it waives such restriction, which waiver would be subject to a 65-day
notice period, Cornell Capital may not exercise the warrants for an amount of
shares of our common stock that would result in it
17
owning in excess of 4.99% of the then outstanding shares of our common stock.
As of April 30, 2006, we had no cash or cash equivalents.
During the nine months ended April 30, 2006, we used cash of approximately
$648,000 in our operations primarily to fund our net loss.
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, 2006 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, 2006 and 2005 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, 2006, 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.
18
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
Bay Point Investment Partners, LLC ("Bay Point") threatened to commence
litigation against the Company, certain of our officers and directors and
others. The Bay Point claim related to its purchase of shares of our common
stock in private placements on December 10, 2002 and June 19, 2003. Bay Point
alleged, among other things, various disclosure failings as well our 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. We have settled all such claims in May
2006 by paying $250,000 and have obtained releases from Bay Point and two
related claimants, Special K Investors and Seth Kanegis.
ITEM 2. SALES OF UNREGISTERED SECURITIES AND USE OF PROCEEDS.
During the fiscal quarter ended April 30, 2006, no put options were exercised
under our Equity Line Purchase Agreement, dated as of April 9, 2002. As of April
30, 2006, 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. The Equity Line Purchase Agreement was
terminated effective May 26, 2006.
During the fiscal quarter ended April 30, 2006, there were no sales of
unregistered securities.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On or about March 16, 2006, the Company mailed a Proxy Statement to shareholders
in connection with its annual meeting (the "Annual Meeting") which was held on
April 26, 2006 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 the fiscal year ending July
31, 2007; (c) the proposal to amend Article Fourth of the Amended and Restated
Articles of Incorporation to increase the authorized shares of common stock from
250,000,000 to 500,000,000; and (d) the proposal to amend Article First of the
Amended and Restated Articles of Incorporation to change the company's name to
"Cryptometrics, Inc." upon the consummation of the merger of Cryptometrics
Acquisition, Inc., a Delaware corporation and wholly owned subsidiary of the
Company, with and into Cryptometrics, Inc.
As of March 10, 2006, the record date established by our Board of Directors for
the Annual Meeting, there were 38,874,700 shares of the Company's common stock
outstanding and entitled to vote at the Annual Meeting. The holders of
24,742,095 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 23,794,356 shares of the Company's common stock voted for the
election of Mr. Mazzarisi as a director of the Company and the holders of
947,739 shares of the Company's common stock withheld votes from the election of
Mr. Mazzarisi. The holders of 23,417,481 shares of the Company's common stock
voted for the election of Mr. Schoepfer as a director of the Company and the
holders of 1,324,614 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 24,613,112 shares of the Company's common stock
voted for the
19
ratification of the selection of J.H. Cohn LLP as the Company's independent
registered public accounting firm, the holders of 21,189 shares of the Company's
common stock voted against approval, and the holders of 107,794 shares of the
Company's common stock abstained from voting on this matter. The holders of
23,704,525 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 977,166 shares of the Company's
common stock voted against such proposal, and the holders of 60,404 shares of
the Company's common stock abstained from voting on this matter. Lastly, the
holders of 24,657,068 shares of the Company's common stock voted for the
approval of amendment of Article First of the Company's Amended and Restated
Articles of Incorporation, the holders of 72,757 shares of the Company's common
stock voted against such proposal and the holders of 12,270 shares of the
Company's common stock abstained from voting on the matter.
20
ITEM 6. EXHIBITS
3.1 Composite Amended and Restated Articles of Incorporation of JAG Media
Holdings, Inc.
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.
21
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 16, 2006 By: /s/ Thomas J. Mazzarisi
--------------------------------------
Name: Thomas J. Mazzarisi
Title: Chairman of the Board,
Chief Executive Officer & Secretary
Date: June 16, 2006 By: /s/ Stephen J. Schoepfer
--------------------------------------
Name: Stephen J. Schoepfer
Title: President, Chief Financial Officer,
& Chief Operating Officer
22
EXHIBIT INDEX
3.1 Composite Amended and Restated Articles of Incorporation of JAG Media
Holdings, Inc.
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.
23