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CERTIFICATION OF THE CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
  1.
    
    I have reviewed this Annual Report on Form 10-K of JAG Media Holdings, Inc.;
 2.
    
    Based on my knowledge, this report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period
covered by this report;
 3.
    
    Based on my knowledge, the financial statements, and other financial information included in
this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the small business issuer as of, and for, the periods presented
in this report;
 4.
    
    The registrants other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
 a)
    
    Designed such disclosure controls and procedures, or caused such disclosure controls
and procedures to be designed under our supervision, to ensure that material information
relating to the small business issuer, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during the period in which this
report is being prepared;b)
    
    Designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally accepted
accounting principles;c)
    
    Evaluated the effectiveness of the small business issuers disclosure controls and
procedures, and presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this report
based on such evaluation; andd)
    
    Disclosed in this report any change in the registrants internal control over financial
reporting that occurred during the registrant s most recent fiscal quarter (the registrant
s fourth fiscal quarter in the case of an annual report) that has materially affected, or
is reasonably likely to materially affect, the registrant s internal control over
financial reporting.
 5.
    
    The registrants other certifying officer and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrant s auditors and the
audit committee of the registrant s board of directors (or persons performing the equivalent
functions):
 a)
    
    All significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to adversely affect
the small business issuers ability to record, process, summarize, and report financial
information; andb)
    
    Any fraud, whether or not material, that involves management or other employees who
have a significant role in the registrants internal control over financial reporting.
  By:
    /s/   Stephen J. SchoepferName:
    Stephen J. SchoepferTitle:
    Chief Financial Officer