SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 12B-25

                                                Commission File Number 000-28761

                           NOTIFICATION OF LATE FILING

   (Check One):     |X| Form 10-KSB         |_| Form 11-K
                    |_| Form 20-F           |_| Form 10-Q      |_|Form N-SAR

     For Period Ended:   Fiscal Year ended July 31, 2006
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|_|  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:
                                                       -------------------------

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                                     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 S.W. 18th Street, Suite B-13
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City, state and zip code          Boca Raton, FL 33433
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                                     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-K, 20-F, 11-K or Form N-SAR, or portion
                  thereof will be filed on or before the 15th calendar day
                  following the prescribed due date; or the subject quarterly
                  report or transition report on Form 10-Q or portion thereof
                  will be filed on or before the 5th 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-K, 11-K, 20-F,
10-Q, N-SAR or the transition report portion thereof could not be filed within
the prescribed time period. (Attach extra sheets if needed).

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-KSB of the Registrant for the period ending July 31, 2006. The
Registrant will file such report on or before November 14, 2006.



                                     PART IV
                                OTHER INFORMATION

     (1) Name and telephone number of person to contact in regard to this
notification

     Thomas J. Mazzarisi                (866)                    300-7410
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           (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.
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                  (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.


Date     October  30 , 2006           By  /s/ Thomas J. Mazzarisi
     --------------------------          ------------------------------------
                                         Name:  Thomas J. Mazzarisi
                                         Title: Chairman of the Board, Chief
                                                Executive Officer and General
                                                Counsel