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 August 3, 2009: 5,000,000 shares of common stock.







Amendment
No. 1 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.1 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”).




As part
of the Form 10-Q/A, the Amendment will amend Footnote 1 – ORGANIZATION and
Footnote 6 – RECENTLY ISSUED ACCOUNTING STANDARDS – 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.


(A
Development Stage Enterprise)


NOTES TO
INTERIM AND UNAUDITED FINANCIAL STATEMENTS


June 30,
2009









NOTE
1 – ORGANIZATION




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 August 5, 2009, the date these financial
statements were issued.







NOTE
6 – RECENTLY ISSUED ACCOUNTING STANDARDS


In 2009,
the FASB issued the following guidance;




SFAS No. 166:  "Accounting for
Transfers of Financial Assets—an amendment of FASB Statement No.
140"




SFAS
No. 167:  "Accounting for Transfers of Financial Assets"




FSP
No. FAS 107-1 and APB 28-1:   Interim Disclosures about Fair Value of
Financial Instruments.




FSP
No. FAS 115-2 and FAS 124-2:    Recognition and Presentation of
Other-Than-Temporary Impairments.




FSP No. FAS
157-4:   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.




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.









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