U.S.
SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q





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





For
the quarterly period ended September 30,
2008








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





For the
transition period from





Commission
File No. _____________





Jag
Media Group, Inc.


(Name of
Small Business Issuer in its charter)





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





4310
Wiley Post Road


Addison,
Texas 75001





Issuer’s telephone
number: (972)
788-4500


Issuer’s facsimile
number: (972)
788-4510





Former
Address


15851
Dallas Parkway, Suite 180


Addison,
Texas 75001





Copies
to:


Jag
Media Group, Inc.


4310
Wiley Post Road


Addison,
Texas 75001





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 October 21, 2008: 5,000,000 shares of common stock.



















JAG MEDIA
GROUP, INC.





FINANCIAL
STATEMENTS


(Unaudited)





September
30, 2008







JAG MEDIA
GROUP, INC.


(A
Development Stage Enterprise)


INDEX TO
INTERIM AND UNAUDITED FINANCIAL STATEMENTS


September
30, 2008


(Unaudited)





PageFinancial
      StatementsBalance
      Sheets
            2Statements
      of Operations
            3Statements
      of Changes in Stockholder’s Deficit
            4Statements
      of Cash Flows
            5Notes
      to Financial Statements
            6































i













JAG MEDIA
GROUP, INC.


(A
Development Stage Enterprise)


BALANCE
SHEETS


September
30, 2008





September
      30, 2008
            
            
            December
      31, 2007(Unaudited)ASSETSTotal
    assets
            
            $
            -
            
            
            $
            -LIABILITIES AND STOCKHOLDER'S
      DEFICITDue
      to Stockholder
            
            $
            6,038
            
            
            $
            955Stockholder's
      deficit
            
            
            -
            
            
            
            -Preferred
      stock, $.001 par value,authorized 20,000,000 shares,
      none issued
            
            
            
            
            
            
            -Common
      stock, $.001 par value,authorized 100,000,000
      shares,
            
            
            5,000
            
            
            
            5,0005,000,000 issued and
      outstandingAdditional
      paid in capital
            
            
            -
            
            
            
            -Deficit
      accumulated during the development stage
            
            
            (11,038
            )
            
            
            (5,955
            )Total stockholder's
      deficit
            
            
            (6,038
            )
            
            
            (955
            )Total liabilities and
      stockholder's deficit
            
            
            -
            
            
            
            -$
            -
            
            
            $
            -





The
accompanying notes are an integral part of these financial
statements















- 2
-










JAG MEDIA
GROUP, INC.


(A
Development Stage Enterprise)


INTERIM
AND UNAUDITED STATEMENTS OF OPERATIONS


(Unaudited)





For
      the
              Three
      monthsended
              September
      30, 2008
            
            
            For
      the
              Three
      monthsended
              September
      30, 2007
            
            
            For
      the
              Nine
      monthsended
              September
      30, 2008
            
            
            For
      the
              Nine
      monthsended
              September
      30, 2007
            
            
            For
      the period
              February
      16, 2007
              (Inception)
      through
              September
      30, 2008Revenue
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -Expenses
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -General
      and Administrative
            
            
            650
            
            
            
            -
            
            
            
            5,083
            
            
            
            5,000
            
            
            
            11,038Total
      Expenses
            
            $
            650
            
            
            $
            -
            
            
            $
            5,083
            
            
            $
            5,000
            
            
            $
            11,038Net
      Loss
            
            
            (650
            )
            
            
            -
            
            
            
            (5,083
            )
            
            
            (5,000
            )
            
            
            (11,038
            )Net
      loss per share (basic and diluted)
            
            $
            (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

































- 3
-










JAG MEDIA
GROUP, INC.


(A
Development Stage Enterprise)


INTERIM
AND UNAUDITED STATEMENTS OF CHANGES IN STOCKHOLDER’S DEFICIT


For the
period from February 16, 2007 (Inception) to September 30, 2008


(Unaudited)





Common StockShares
            
            
            Amount
            
            
            Additional
              Paid-in
              Capital
            
            
            Deficit
              accumulated
            
            
            TotalIssuance
      of Common StockBalance
      February 16, 2007
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0Shares
      issued in Lieu of Services, February 16, 2007
            
            
            5,000,000
            
            
            $
            5,000
            
            
            $
            0
            
            
            $
            0
            
            
            $
            5,000Net
      Loss
            
            
            
            
            
            
            
            
            
            
            
            
            
            $
            (5,955
            )
            
            $
            (5,955
            )Balance  December
      31, 2007
            
            
            5,000,000
            
            
            $
            5,000
            
            
            $
            0
            
            
            $
            (5,955
            )
            
            
            (955
            )Net
      Loss
            
            
            
            
            
            
            
            
            
            
            
            
            
            $
            (5,083
            )
            
            $
            (5,083
            )Balance  September
      30, 2008
            
            
            5,000,000
            
            
            $
            5,000
            
            
            $
            0
            
            
            $
            (11,038
            )
            
            $
            (6,038
            )








































- 4
-













JAG MEDIA
GROUP, INC.


(a
Development Stage Enterprise)


INTERIM
AND UNAUDITED STATEMENTS OF CASH FLOWS


(Unaudited)





For
      the nine months ended September 30, 2008
            
            
            For
      the nine months ended September 30, 2007
            
            
            For
      the period
              February
      16, 2007
              (Inception)
      through
              September
      30, 2008Cash
      flows from operating activitiesNet
      Loss
            
            $
            (5,083
            )
            
            $
            (5,000
            )
            
            $
            (11,038
            )Shares
      issued in lieu of Services
            
            
            -
            
            
            
            5,000
            
            
            
            5,000Increase
      in Related Party Advances
            
            
            5,083
            
            
            
            0
            
            
            
            6,038Cash flows used in operating
      activities
            
            
            -0-
            
            
            
            -0-
            
            
            
            -0-Net
      increase in cash
            
            
            -
            
            
            
            -
            
            
            
            -Cash,
      beginning of period
            
            
            -
            
            
            
            -
            
            
            
            -Cash,
      end of period
            
            $
            -
            
            
            $
            -
            
            
            $
            -SUPPLEMENTAL
      DISCLOSURE OF CASH FLOW INFORMATION:Cash
      paid during the period for:Interest
            
            
            -
            
            
            
            -
            
            
            
            -Income
      taxes
            
            
            -
            
            
            
            -
            
            
            
            -








The
accompanying notes are an integral part of these financial
statements




























- 5
-




















JAG MEDIA
GROUP, INC.


(A
Development Stage Enterprise)


NOTES TO
INTERIM AND UNAUDITED FINANCIAL STATEMENTS


September
30, 2008





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 September 30,
2008, the results of its operations for the three months and nine months ended
September 30, 2008 and 2007, and from the date of inception (February 16, 2007)
through September 30, 2008, and cash flows for the nine months ended September
30, 2008 and 2007, and from the date of inception (February 16, 2007) through
September 30, 2008.





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 September 30, 2008 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 2007 annual 10-KSB filed on March 25, 2008
..





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.










- 6
-








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 income 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 September 30, 2008:




-   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


not
issued and outstanding.





NOTE 5 -
DUE TO STOCKHOLDER





Since
September 12, 2007, South Beach Live, Inc., the sole shareholder, has made
advances to the Company for certain professional expenses while the Company is
in the development stage.  Amounts advanced to the Company totaled
$6,038 and $955 at September 30, 2008 and December 31, 2007,
respectively.








- 7
-







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.





The
Company incurred $650 of general and administrative expenses in the three month
period ended September 30, 2008 versus $0 in the three month period ended
September 30, 2007.  The current year expenses are related to
accounting and filing costs.





In the
nine month periods ended September 30, 2008 and September 30, 2007 the Company
incurred general and administrative expenses of $5,083 and $5,000
respectively.  All 2008 expenses are related to accounting
and filing fees.  Since inception, (February 16, 2007) through
September 30, 2008, total general administrative costs were
$11,038.  General and administrative expenses incurred since inception
are primarily due to legal, accounting and other professional fees.








- 8
-







Liquidity and Capital
Resources





At
September 30, 2008, 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 September 30, 2008.  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 September 30, 2008, our Chief
Executive and Chief Financial Officer as of September 30, 2008 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:










- 9
-






·
            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/A that has
materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.





Item 5.    Other
Information





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 quarter ending September 30, 2008, 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 nine months ended September 30, 2008.





Item
6.            
Other
Information.


On July
30, 2008, the Board appointed Charles Stidham officer and director and on the
same day, Dean Elliott, who was the sole officer and director prior to the
appointment of Mr. Stidham, resigned as officer, director and
President.





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







- 10
-








(b) Reports of Form 8-K





No 8-K’s
were filed in the three or nine months ended September 30, 2008.





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 12, 2008




Jag Media
Group, Inc.




By: /s/ Charles
Stidham




President





- 11
-