U.S. SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-Q/A





[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the quarterly period ended June 30, 2009








[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the transition period from





Commission File No. 000-52521





Jag Media Group, Inc.


(Name of Small Business Issuer in its charter)





Colorado
27-0463459(State or other jurisdiction of
(I.R.S. employerincorporation or formation)
identification number)





17120 North Dallas Parkway


Suite 235


Dallas, Texas 75248





Issuer’s telephone number:(972) 386-7360


Issuer’s facsimile number:(972) 361-0039





Former Address


4310 Wiley Post Road


Addison, Texas 75001





Copies to:


Jag Media Group, Inc.


17120 North Dallas Parkway


Suite 235


Dallas, Texas 75248





Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer 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 registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [X] No [   ]





State the number of shares outstanding of each of the issuer's classes of common equity, as of November 23, 2009: 5,000,000 shares of common stock.





Amendment No. 2 to the Quarterly Report on Form 10-Q




For the Quarter ended June 30, 2009







EXPLANATORY NOTE





JAG Media, Inc., is filing this Amendment No.2 on Form 10-Q/A (this “Amendment”) to its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2009 which was originally filed on August 5, 2009 (the “Original Filing”) and subsequently amended (amendment #1) on August 18, 2009.





As part of the Form 10-Q/A, the Amendment will amend Footnote 1 – ORGANIZATION and Footnote 6 – RECENTLY ISSUED ACCOUNTING STANDARDS and add Footnote 7 – SUBSEQUENT EVENTS – of the financial statements, specifically related to SFAS 165, the evaluation of subsequent events, which became effective June 30, 2009.





Except with respect to the above changes, this Amendment does not modify or update any other disclosures set forth in the Original filing.






















2











JAG MEDIA GROUP, INC.


FINANCIAL STATEMENTS


(Unaudited)





June 30, 2009





JAG MEDIA GROUP, INC.


(A Development Stage Enterprise)


INDEX TO INTERIM AND UNAUDITED FINANCIAL STATEMENTS


June 30, 2009


(Unaudited)





PageFinancial StatementsBalance Sheets
F−1Statements of Operations
F−2Statements of Changes in Stockholder’s Deficit
F−3Statements of Cash Flows
F−4Notes to Financial Statements
F−5 − F−8


























































3




JAG MEDIA GROUP, INC.
(A Development Stage Enterprise)
BALANCE SHEETS




As of June 30, 2009


As of December 31, 2008(Unaudited)


(Audited)ASSETSTotal Assets

$
0


$
0LIABILITIES AND STOCKHOLDER'S DEFICITAccounts Payable

$
233


$
0Due to Stockholder


11,068



7,198Total Liabilities (All Current)

$
11,301


$
7,198Stockholder's DeficitPreferred stock, $.001 par value,20,000,000 shares authorized, -0- shares issued and outstanding


0



0Common stock, $.001 par value,100,000,000 shares authorized, 5,000,000 shares


5,000



5,000issued and outstandingAdditional paid in capital


0



0Accumulated Deficit


(16,301
)


(12,198
)Total Stockholder's Deficit


(11,301
)


(7,198
)Total Liabilities and Stockholder’s Deficit

$
0


$
0





The accompanying notes are an integral part of these financial statements

























F-1




JAG MEDIA GROUP, INC.
(A Development Stage Enterprise)
STATEMENTS OF OPERATIONS
(Unaudited)







For the
Three monthsended
June 30, 2009


For the
Three monthsended
June 30, 2008


For the
Six monthsended
June 30, 2009


For the
Six monthsended
June 30, 2008


For the period
February 16, 2007
(Inception) through
June 30, 2009Revenue

$
-


$
-


$
-


$
-


$
-Operating Expenses


-



-General and Administrative


1,618



1,400



4,103



4,433



16,301Total Operating Expenses

$
1,618


$
1,400


$
4,103


$
4,433


$
16,301Net Loss


(1,618
)


(1,400
)


(4,103
)


(4,433
)


(16,301
)Basic and diluted income (loss)
per share

$
(0.00
)

$
(0.00
)

$
(0.00
)

$
(0.00
)

$
(0.00
)Weighted average shares outstanding (basic and diluted)


5,000,000



5,000,000



5,000,000



5,000,000



5,000,000





The accompanying notes are an integral part of these financial statements

































F-2










JAG MEDIA GROUP, INC.
(A Development Stage Enterprise)
STATEMENTS OF CHANGES IN STOCKHOLDER’S DEFICIT
For the period from February 16, 2007 (Inception) to June 30, 2009
(Unaudited)




Common StockShares


Par


Additional
Paid-in Capital


Accumulated Deficit


TotalsIssuance of Common StockBalance at February 16, 2007


0


$
0


$
0


$
0


$
0
 Shares issued in Lieu of Services, February 16, 2007


5,000,000


$
5,000


$
0


$
0


$
5,000Net Loss













$
(5,955
)

$
(5,955
)Balance at December 31, 2007


5,000,000


$
5,000


$
0


$
(5,955
)

$
(955
)Net Loss













$
(6,243
)

$
(6,243
)Balance at December 31, 2008


5,000,000


$
5,000


$
0


$
(12,198
)

$
(7,198
)Net Loss













$
(4,103
)

$
(4,103
)Balance at June 30, 2009


5,000,000


$
5,000


$
0


$
(16,301
)

$
(11,301
)
  The accompanying notes are an integral part of these financial statements
 
 
 
   F-3
 
  
 
 JAG MEDIA GROUP, INC.
 (a Development Stage Enterprise)
 STATEMENTS OF CASH FLOWS
 (Unaudited)
 
 For the six months ended June 30, 2009


For the six months ended June 30, 2008


For the period
February 16, 2007
(Inception) through
June 30, 2009Cash flows from operating activitiesNet Loss

$
(4,103
)

$
(4,433
)

$
(16,301
)Shares issued in lieu of services


-



-



5,000Increase in Accounts Payable


233



-



233Increase in Stockholder Advances


3,870



4,433



11,068Cash flows from operating activities


-0-



-0-



-0-Net increase in cash


-



-



-Cash, beginning of period


-



-



-Cash, end of period

$
-


$
-


$
-SUPPLEMENTAL CASH FLOW INFORMATION:Interest paid


-



-



-Income taxes paid


-



-



-
 The accompanying notes are an integral part of these financial statements
 
 
 
 F-4







JAG MEDIA GROUP, INC.
(A Development Stage Enterprise)
NOTES TO INTERIM AND UNAUDITED FINANCIAL STATEMENTS
June 30, 2009







NOTE 1 - ORGANIZATION





Nature of Operations





Jag Media Group, Inc. (“the Company”) was incorporated in the State of Colorado on February 16, 2007 and has been inactive since inception.  The Company intends to serve as a vehicle to effect an asset acquisition, merger, exchange of capital stock or other business combination with a domestic or foreign business.
It is currently in its development stage.





As a blank check company, the Company’s business is to pursue a business combination through acquisition, or merger with, an existing company. As of the date of the financial statements, the Company has made no efforts to identify a possible business combination. As a result, the Company has not conducted negotiations or entered
into a letter of intent concerning any target business. No assurances can be given that the Company will be successful in locating or negotiating with any target company.





Since inception, the Company has been engaged in organizational efforts.





General





The accompanying unaudited financial statements include all adjustments of a normal and recurring nature, which, in the opinion of Company’s management, are necessary to present fairly the Company’s financial position as of June 30, 2009, the results of its operations and cash flows for the three and six months ended June
30, 2009 and 2008, and from the date of inception (February 16, 2007) through June 30, 2009.





Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to the rules and regulations of the Securities and Exchange Commission.





The results of operations and cash flows for the period since inception (February 16, 2007) through June 30, 2009 are not necessarily indicative of the results to be expected for the full year’s operation and should be read in conjunction with the Company’s 2008 annual 10-K filed on March 16, 2009 .





Subsequent events were evaluated through November 23, 2009, the date these financial statements were issued.








NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





BASIS OF PRESENTATION – DEVELOPMENT STAGE COMPANY





The Company has not earned any revenue from operations. Accordingly, the Company's activities have been accounted for as those of a "Development Stage Enterprise" as set forth in Financial Accounting Standards Board Statement No. 7 ("SFAS 7"). Among the disclosures required by SFAS 7 are that the Company's financial statements be identified
as those of a development stage company, and that the statements of operations, stockholders' deficit and cash flows disclose activity since the date of the Company's inception.








F-5




ACCOUNTING METHOD





The Company's financial statements are prepared using the accrual method of accounting. The Company has elected a fiscal year ending on December 31.





BASIC EARNINGS (LOSS) PER SHARE





In February 1997, the FASB issued SFAS No. 128, "Earnings Per Share", which specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. SFAS No. 128 supersedes the provisions of APB No. 15, and requires the presentation of basic earnings (loss) per
share and diluted earnings (loss) per share. The Company has adopted the provisions of SFAS No. 128.





Basic net loss per share amounts is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted earnings per share are the same as basic earnings per share due to the lack of dilutive items in the Company.





IMPACT OF NEW ACCOUNTING STANDARDS





The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company's results of operations, financial position, or cash flow.








NOTE 3 - GOING CONCERN




The Company’s financial statements have been presented on the basis that it is a going concern in the development stage, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of the date of these financial statements, the Company has made no efforts to identify a
possible business combination.





The Company’s shareholder shall fund the Company’s activities while the Company takes steps to locate and negotiate with a business entity through acquisition, or merger with, an existing company; however, there can be no assurance these activities will be successful.








NOTE 4 - SHAREHOLDER'S EQUITY





On February 16, 2007, the Board of Directors issued 5,000,000 shares of common stock for $5,000 in services to the founding shareholder of the Company to fund organizational start-up costs.





The stockholders' equity section of the Company contains the following classes of capital stock as of June 30, 2009:




-   Common stock, $ 0.001 par value: 100,000,000 shares authorized;




5,000,000 shares issued and outstanding;




-   Preferred stock, $ 0.001 par value: 20,000,000 shares authorized; but


none issued and outstanding.











F-6





NOTE 5 - DUE TO STOCKHOLDER





Since September 12, 2007, South Beach Live, Inc., the sole stockholder, has made advances to the Company for certain professional expenses while the Company is in the development stage.  Amounts advanced to the Company totaled $11,068 and $7,198 at June 30, 2009 and December 31, 2008, respectively.








NOTE 6 – RECENTLY ISSUED ACCOUNTING STANDARDS





In 2009, the FASB issued the following guidance;





FASB ASC 860-10-05:  "Accounting for Transfers of Financial Assets—(Prior authoritative literature: FASB Statement No. 166 -- an amendment of FASB Statement No. 140"), which will be effective for the first annual or quarterly period after November 15, 2009.





FASB ASC 810-10-05: "Accounting for Transfers of Financial Assets,(Prior authoritative literature:  FASB Statement No. 167 “Amendments to FASB Intrepretation No. 46(R)”).Which is for the first annual or quarterly period after November 15, 2009.





FASB ASC 825: “Interim Disclosures about Fair Value of Financial Instruments (Prior authoritative literature: FSP No. FAS 107-1 and APB 28-1)





FASB ASC 320-10-65-4:  “Recognition and Presentation of Other-Than-Temporary Impairments”, (Prior authoritative literature: FSP No. FAS 115-2 and FAS 124-2).





FASB ASC 820-10-65-4:   “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly”(Prior authoritative
literature FSP No. FAS 157-4).





Management has reviewed these new standards and believe that they will have no material impact on the financial statements of the Company.





In May 2009, the FASB issued SFAS No. 165, “Subsequent Events,” which establishes general standards for accounting for and disclosure of events that occur after the balance sheet date but before the financial statements are issued or are available to be issued. The
pronouncement requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date, whether that date represents the date the financial statements were issued or were available to be issued. SFAS 165 is effective with interim and annual financial periods ending after June 15, 2009. Management has evaluated the impact of the adoption of SFAS 165 and it has had no impact the Company’s results of operations, financial position or cash flows.





In July 2009, the FASB issued SFAS No. 168, “FASB Accounting Standards Codification” (“SFAS 168”), as the single source of authoritative nongovernmental U.S. generally accepted accounting principles (GAAP). The Codification is effective for interim and
annual periods ending after September 15, 2009. All existing accounting standards are superseded as described in SFAS 168. All other accounting literature not included in the Codification is non-authoritative. Management is currently evaluating the impact of the adoption of SFAS 168 but does not expect the adoption of SFAS 168 to impact the Company’s results of operations, financial position or cash flows.














F-7





NOTE 7 – SUBSEQUENT EVENTS





In May 2009, the FASB issued ASC 855-10, “Subsequent Events”, (formerly SFAS No. 165, “Subsequent Events,” which establishes general standards for accounting for and disclosure of events that occur
after the balance sheet date but before the financial statements are issued or are available to be issued. The pronouncement requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date, whether that date represents the date the financial statements were issued or were available to be issued.  In conjunction with the preparation of these financial statements, an evaluation of subsequent events was performed through November 23, 2009, which is
the date the financial statements were issued.    No reportable subsequent events were noted.













































F-8


ITEM 2. Management's Discussion and Analysis of Financial Conditions and Results of Operations Plan of Operation





The Company will attempt to locate and negotiate with a business entity for the combination of that target company with the Company. The combination will normally take the form of a merger, stock-for-stock exchange or stock-for- assets exchange (the "business combination"). In most instances the target company will wish to structure
the business combination to be within the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended. No assurances can be given that the Company will be successful in locating or negotiating with any target business.





The Company has not restricted its search for any specific kind of businesses, and it may acquire a business which is in its preliminary or development stage, which is already in operation, or in essentially any stage of its business life. It is impossible to predict the status of any business in which the Company may become engaged,
in that such business may need to seek additional capital, may desire to have its shares publicly traded, or may seek other perceived advantages which the Company may offer.





In implementing a structure for a particular business acquisition, the Company may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity.





It is anticipated that any securities issued in any such business combination would be issued in reliance upon exemption from registration under applicable federal and state securities laws. In some circumstances, however, as a negotiated element of its transaction, the Company may agree to register all or a part of such securities
immediately after the transaction is consummated or at specified times thereafter. If such registration occurs, it will be undertaken by the surviving entity after the Company has entered into an agreement for a business combination or has consummated a business combination. The issuance of additional securities and their potential sale into any trading market which may develop in the Company's securities may depress the market value of the Company's securities in the future if such a market develops, of which
there is no assurance. However, if the Company cannot effect a non-cash acquisition, the Company may have to raise funds from a private offering of its securities under Rule 506 of Regulation D. There is no assurance the Company would obtain any such equity funding.





The Company will participate in a business combination only after the negotiation and execution of appropriate agreements. Negotiations with a target company will likely focus on the percentage of the Company which the target company shareholders would acquire in exchange for their shareholdings.




Although the terms of such agreements cannot be predicted, generally such agreements will require certain representations and warranties of the parties thereto, will specify certain events of default, will detail the terms of closing and the conditions which must be satisfied by the parties prior to and after such closing and will
include miscellaneous other terms. Any merger or acquisition effected by the Company can be expected to have a significant dilutive effect on the percentage of shares held by the Company's shareholders at such time.





Results of Operation





The Company did not have any operating income for the three or six months ended June 30, 2009 and 2008.





The Company incurred $1,618 of general and administrative expenses in the three months ended June 30, 2009 versus $1,400 in the three months ended June 30, 2008.  For the six months ended June 30, 2009 and June 30, 2008 the Company incurred general and administrative expenses of $4,103 and $4,433 respectively.  The
expenses in both periods are related to accounting, auditing and filing costs.





Since inception, (February 16, 2007) through June 30, 2009, total general administrative costs were $16,301.  General and administrative expenses incurred since inception are primarily due to legal, accounting and other professional fees.


12




Liquidity and Capital Resources





At June 30, 2009, the Company had no capital resources and will rely upon the issuance of common stock and additional capital contributions from shareholders to fund administrative expenses pending acquisition of an operating company.





Management anticipates seeking out a target company through solicitation. Such solicitation may include newspaper or magazine advertisements, mailings and other distributions to law firms, accounting firms, investment bankers, financial advisors and similar persons, the use of one or more World Wide Web sites and similar methods. No
estimate can be made as to the number of persons who will be contacted or solicited. Management may engage in such solicitation directly or may employ one or more other entities to conduct or assist in such solicitation. Management and its affiliates will pay referral fees to consultants and others who refer target businesses for mergers into public companies in which management and its affiliates have an interest. Payments are made if a business combination occurs, and may consist of cash or a portion of the
stock in the Company retained by management and its affiliates, or both.





The Company and our shareholders will supervise the search for target companies as potential candidates for a business combination. The Company and our shareholders may pay as their own expenses any costs incurred in supervising the search for a target company. The Company and our shareholders may enter into agreements with other consultants
to assist in locating a target company and may share stock received by it or cash resulting from the sale of its securities with such other consultants.








ITEM 3. Quantitative and Qualitative Disclosures About Market Risk




Not applicable.










ITEM 4. Controls and Procedures




Evaluation of Disclosure Controls and Procedures




We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of June 30, 2009.  This evaluation was accomplished under the supervision and with the participation of our chief executive officer /
principal executive officer, and chief financial officer / principal financial officer who concluded that our disclosure controls and procedures are not effective to ensure that all material information required to be filed in the quarterly Form 10-Q has been made known to them.




For purposes of this section, the term disclosure controls and procedures means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Act (15 U.S.C. 78a et seg.) is recorded, processed, summarized and reported, within
the time periods specified in the Commission’s rules and forms.  Disclosure, controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by in our reports filed under the Securities Exchange Act of 1934, as amended (the "Act") is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow
timely decisions regarding required disclosure.




Based upon an evaluation conducted for the period ended June 30, 2009, our Chief Executive and Chief Financial Officer as of June 30, 2009 and as of the date of this Report, has concluded that as of the end of the periods covered by this report, we have identified the following material weakness of our internal controls:


13




·
Reliance upon independent financial reporting consultants for review of critical accounting areas and disclosures and material non-standard transaction.




·
Lack of sufficient accounting staff which results in a lack of segregation of duties necessary for a good system of internal control.




In order to remedy our existing internal control deficiencies, as our finances allow, we will hire additional accounting staff.




Changes in Internal Controls over Financial Reporting




We have not yet made any changes in our internal controls over financial reporting that occurred during the period covered by this report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.























14


PART II





Item 1.Legal Proceedings.





The Company is currently not a party to any pending legal proceedings and no such action by or to the best of its knowledge, against the Company has been threatened.





Item 2.Changes in Securities.





None





Item 3.Defaults Upon Senior Securities.





None





Item 4.Submission of Matters to a Vote of Security Holders.


No matter was submitted during the three or six months ended June 30, 2009, covered by this report to a vote of the Company's shareholders, through the solicitation of proxies or otherwise.





Item 5.            Change in Control of Registrant





No changes in the three or six months ended June 30, 2009.





ITEM 6. Exhibits and Reports of Form 8-K.





(a)Exhibits


31.1

Certification pursuant to Section 302 of Sarbanes Oxley Act of 200232.1

Certification pursuant to Section 906 of Sarbanes Oxley Act of 2002





(b)Reports of Form 8-K





One 8-K was filed in the three months ended June 30, 2009 noting the change in the sole officer and director.





SIGNATURES





In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized.





Dated: November 23, 2009




Jag Media Group, Inc.




/s/  Charles Stidham













15