CURRENT
REPORT FOR ISSUERS SUBJECT TO THE


1934
ACT REPORTING REQUIREMENTS





FORM
10-K





SECURITIES
AND EXCHANGE COMMISSION


Washington,
DC 20549








Annual
Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act





For the
Fiscal Year Ended December 31, 2008





Jag
Media Group, Inc.


(Exact name of registrant
as specified in its charter)








Colorado
            
            xxx-xxxxxx
            
            none(State
      or other jurisdiction of incorporation)
            
            (Commission
      File Number)
            
            (IRS
      Employer Identification No.)





4310
Wiley Post Road, Suite 201


Addison,
Texas 75001


(Address
of principal executive offices (zip code))





(972)
788-4500


(Registrant’s
telephone number, including area code)





15851
Dallas Parkway, #180


Addison,
TX 75001


(Former
address)





Securities
registered pursuant to Section 12(b) of the Act:  NONE


Securities
registered pursuant to Section 12(g) of the Act:  Common
Stock





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Act of 1934 during the past 12
months and (2) has been  subject to such
filing  requirement  for the past 90days Yes [X]   No
[   ].





Indicate
by a check mark whether the company is a shell company (as defined by Rule 12b-2
of the Exchange Act:  Yes [ X ]   No
[   ].





Aggregate
market value of the voting stock held by non-affiliates of the registrant as of
December 31, 2008: $ 0





Shares of
common stock outstanding at December 31, 2008:    5,000,000




















PART I.


ITEM
1.                      DESCRIPTION
OF BUSINESS





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.








ITEM
2.                      DESCRIPTION
OF PROPERTY





The
Company shares an office at 4310 Wiley Post Road, Suite 201, Addison, Texas
75001.








ITEM 3.                      
LEGAL PROCEEDINGS





The
Company is not involved in any legal proceedings.








ITEM
4.                      SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS





The
Company did not submit any matters to a vote to the security holders during
2008.





2


PART
II





ITEM
      5.
            MARKET
      FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDERS
      MATTERS





The
Common Stock is not currently quoted on any exchange.





Shareholders





As of
December 31, 2008, there was one record holders of the Common
Stock.  As of March 10, 2009, there still is one record holder of the
Common Stock.





Dividends





The
Company has not paid cash dividends on any class of common equity since
formation and the Company does not anticipate paying any dividends on its
outstanding common stock in the foreseeable future.





Warrants





The
Company has no warrants outstanding.








ITEM
6.                      MANAGEMENT
DISCUSSIONS AND ANALYSIS OR 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.






3





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





For the
year ended December 31, 2008 the Company did not have any operating revenue and
$6,243 of general administrative costs verses $5,955 for the year ended December
31, 2007.  Since inception, (February 16, 2007 through December 31,
2008, total general administrative costs were $12,198. All costs are accounting
and service related.





Liquidity and Capital
Resources





At
December 31, 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 or 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
7.                      FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA





The financial statements of the Company, together with the independent
auditors' report thereon of Rotenberg & Co., LLP, appear on pages F-1
through F-7 of this report.








ITEM
8.                      CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANICAL
DISCLOSURES





None.





ITEM
8A.                   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 December 31, 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 annual report on Form 10-K has been made known to
them.








4






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 December 31, 2008, our Chief
Executive and Chief Financial Officer as of December 31, 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:




·
            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.




Management’s Annual Report
on Internal Control Over Financial Reporting




Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in
Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control
system was designed 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 in the
United States of America.  Our internal control over financial
reporting includes those policies and procedures that (i) pertain to the
maintenance records that, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of the assets of the Company; (ii) provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with accounting principles
generally accepted in the United States of America, and that receipts and
expenditures of the Company are being made only in accordance with
authorizations of management of the Company; and (iii) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition,
use, or disposition of the Company’s assets that could have a material effect on
the financial statements.




Because
of inherent limitations, a system of internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate due to change in conditions, or that the degree of compliance with
the policies or procedures may deteriorate.




Our
management conducted an evaluation of the effectiveness of our internal control
over financial reporting using the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO) in Internal
Control—Integrated Framework at December 31, 2008.   Based on its
evaluation, our management concluded that, as of December 31, 2008, our internal
control over financial reporting was not effective because of limited staff and
a need for a full-time chief financial officer.  A material weakness
is a deficiency, or a combination of control deficiencies, in internal control
over financial reporting such that there is a reasonable possibility that a
material misstatement of the Company’s annual or interim financial statements
will not be prevented or detected on a timely basis.




This
annual report does not include an attestation report of the Company’s registered
public accounting firm regarding internal control over financial
reporting.  Management’s report was not subject to the attestation by the
Company’s registered public accounting firm pursuant to temporary rules of the
SEC that permit the Company to provide only management’s report in this annual
report.




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-K that has
materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.


5





PART
III.





ITEM
9.                      DIRECTORS
AND EXECUTIVE OFFICERS OF REGISTRANT





As of
December 31, 2008, the following persons serve as directors and officers of the
Company.





Charles
Stidham was appointed as a member of the Board of Directors of the Company and
President effective July 30, 2008.  Mr. Stidham has over 40 years
experience in various oil and gas executive positions varying from mid-size
independent oil & gas operators to large fully integrated publicly traded
energy companies. Currently Mr. Stidham is an independent oil and gas developer.
Mr. Stidham has extensive knowledge in seeking, evaluating, securing, drilling
and developing oil and gas wells in Texas, Oklahoma and Louisiana. His
background also includes extensive experience in mergers and acquisitions,
financing and hands-on experience in all aspects of oil and gas operations, from
prospect to pipeline.





Michelle
Sheriff was appointed as a member of the Board of Directors of the Company and
Vice President and Secretary effective September 12, 2007.  Ms.
Sheriff has been Vice-President of Curado Energy Resources in Dallas, Texas
since 2005. Her experience includes drilling operations, field operations
management, oil and gas accounting, land/lease/equipment purchasing, well
operation evaluations, contract preparation, and marketing programs management.
Prior to joining Curado Energy, Ms. Sheriff was employed with AirGATE
Technologies, a Texas- based corporation focusing on enterprise wireless
technology solutions in the area of RFID.  Ms. Sheriff has over 16
years sales and marketing experience developing customer relationships with
Fortune 500 and national corporations.  Ms. Sheriff is
36.





Dean
Elliott was appointed as a member of the Board of Directors of the Company and
President effective September 12, 2007.  On July 30, 2008, Mr. Elliott
resigned from the Board of Directors and as President.








ITEM
10.                      EXECUTIVE
COMPENSATION





Our
executive officers received $-0- in 2008.






ITEM
      11.
            SECUIRTY
      OWNERSHIP OF MANANGEMENT AND BENEFICIAL
OWNERS








As of
December 31, 2008, the following persons are known to the Company to own 5% or
more of the Company's Voting Stock:





Title/relationship
      to Issuer
                          
                          Name
      of Owner
                          
                          Amount
      ownedShares
                          PercentShareholder
                          
                          South
      Beach Live, Inc.
                          
                          5,000,000
                          100.00%




















6





ITEM
      12.
            CERTAIN
      RELATIONSHIPS AND RELATED PARTY
TRANSACTION





South
Beach Live, Inc. has advanced The Company $7,198 through the period ended
December 31, 2008 to pay for professional services.








ITEM
      13.
            EXHIBITS,
      FINANICAL STATEMENTS AND REPORTS ON FORM
8-K





(a) The
following documents are filed as part of this report:  Included in
Part II, Item 7 of this report:





Independent Auditor’s Report





Balance Sheets as of December 31, 2008
and 2007.





Statements
of Operations for the years ended December 31, 2008 and 2007,  and
from  February 16, 2007 (date of inception) to December 31,
2008.





Statements
of Changes in Stockholder’s Deficit for the year ended December 31, 2008 and
from February 16, 2007 (date of inception) to December 31, 2007.





Statements
of Cash Flows for years ended December 31, 2008 and 2007, and from February 16,
2007 (date of inception) to December 31, 2008.





Notes to
the Financial
Statements





(b) The
Company filed no Form 8-K’s in 2008.








(c)           Exhibits





*3.1
              
              Certificate
      of Incorporation, as filed with the Colorado Secretary of State on
      February 16, 2007.*3.2
              
              By-Laws31.1
              
              Certification
      pursuant to Section 302 of Sarbanes Oxley Act of 200232.1
              
              Certification
      pursuant to Section 906 of Sarbanes Oxley Act of
  2002




* Filed
as an exhibit to the Company’s Registration Statement on Form 10-SB, as filed
with the Securities and Exchange Commission on March 24, 2007, and incorporated
herein by this reference.









7





ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES




(1) AUDIT
FEES




The
aggregate fees billed for professional services rendered by our auditors, for
the audit of the registrant's annual financial statements and review of the
financial statements included in the registrant's Form 10-K or services that are
normally provided by the accountant in connection with statutory and regulatory
filings or engagements were $3,000 and $2,500 for fiscal years 2008 and 2007,
respectively.




(2)
AUDIT-RELATED FEES





In 2008,
$500 for each of the first, second and third quarter Form 10-Q and $1,500 for
the annual Form 10-K.


In 2007,
$500 for each of the second and third quarter Form 10-Q and $1,500 for the
annual  Form 10-K.






(3) TAX
FEES




NONE




(4) ALL
OTHER FEES




NONE




(5) AUDIT
COMMITTEE POLICIES AND PROCEDURES




The
Company does not have an audit committee.




(6) If
greater than 50 percent, disclose the percentage of hours expended on the
principal accountant's engagement to audit the registrant's financial statements
for the most recent fiscal year that were attributed to work performed by
persons other than the principal accountant's full-time, permanent
employees.




Not
applicable.





















8





SIGNATURES





Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this Annual Report on Form 10-K to be signed on its behalf by the
undersigned hereunto duly authorized.








JAG MEDIA
GROUP, INC.





By:           /s/  Charles
Stidham


Charles
Stidham


Chief
Executive Officer andChief Financial
Officer





Dated:
March 10, 2009











9




REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM










To the
Board of Directors


Jag Media
Group, Inc.


Addison,
Texas





We have
audited the accompanying balance sheets of Jag Media Group, Inc., as of December
31, 2008 and 2007 and the related statements of operations, changes in
stockholder’s deficit, and cash flows for the years then ended and from February
16, 2007 (date of inception) through December 31, 2008. Jag Media Group Inc.’s
management is responsible for these financial statements.  Our
responsibility is to express an opinion on these financial statements based on
our audits.





We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting.  Our audit included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company’s internal control
over financial reporting.  Accordingly, we express no such
opinion.  An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management , as
well as evaluating the overall financial statement presentation.  . We
believe that our audits provide a reasonable basis for our opinion.





In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Jag Media Group, Inc. as of
December 31, 2008 and 2007, and the results of its operations and its cash flows
for the years then ended and from February 16, 2007 (date of inception) througho
December 31, 2008 in conformity with accounting principles generally accepted in
the United States of America.





The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 3 to the financial
statements, 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.  Management's
plans regarding these matters also are described in Note 3. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.








/s/  ROTENBERG
& CO., LLP





ROTENBERG
& CO., LLP


Rochester,
New York





February
13, 2009





10


JAG
MEDIA GROUP, INC.


(A
Development Stage Company)


Balance
Sheets








As
      of December 31, 2008
                        
                        
                        As
      of December 31, 2007AssetsTotal
      Assets
                        
                        $
                        0
                        
                        
                        $
                        0Liabilities
      and Stockholder’s DeficitDue
      to Stockholder
                        
                        $
                        7,198
                        
                        
                        $
                        955Stockholder’s
      DeficitPreferred
      stock, $.001 par value, 200,000,000 shares
                          authorized,
      -0- shares issued and outstanding
                        
                        
                        -
                        
                        
                        
                        -Common
      stock, $.001 par value, 100,000,000 shares
                          authorized,
      5,000,000 shares issued
                          and
      outstanding
                        
                        
                        5,000
                        
                        
                        
                        5,000Additional
      paid in capital
                        
                        
                        0
                        
                        
                        
                        0Accumulated
      deficit
                        
                        
                        (12,198
                        )
                        
                        
                        (5,955
                        )Total
      Stockolder’s deficit
                        
                        
                        (7,198
                        )
                        
                        
                        (955
                        )Total
      Liabilities and Stockholder’s Deficit
                        
                        $
                        0
                        
                        
                        $
                        0








See notes
to financial statements.











11







JAG
MEDIA GROUP, INC.


(A
Development Stage Company)


Statements
of Operations








Years
      Ended
                        
                        
                        February
      16, 2007December
      31, 2008
                        
                        
                        December
      31, 2007
                        
                        
                        To
      December 31, 2008REVENUESRevenue
                        
                        $
                        0
                        
                        
                        $
                        0
                        
                        
                        $
                        0OPERATING
      EXPENSES:General
      and administrative
                        
                        
                        6,243
                        
                        
                        
                        5,955
                        
                        
                        
                        12,198Total
      operating expenses
                        
                        $
                        6,243
                        
                        
                        $
                        5,955
                        
                        
                        $
                        12,198NET
      LOSS
                        
                        $
                        (6,243
                        )
                        
                        $
                        (5,955
                        )
                        
                        $
                        (12,198
                        )Basic
      and diluted income (loss) per share
                        
                        $
                        (0.00
                        )
                        
                        $
                        (0.00
                        )
                        
                        $
                        (0.00
                        )Weighted
      average shares outstanding:Basic
      and diluted
                        
                        
                        5,000,000
                        
                        
                        
                        5,000,000
                        
                        
                        
                        5,000,000








See notes
to financial statements.





12







JAG
      MEDIA GROUP, INC.
                    (A
      Development Stage Company)Statements
      of Changes in Stockholder’s DeficitFor
      the peiord from February 16, 2007 (Inception) to December 31, 2007 and For
      the Year Ended
                    December
      31, 2008Common
                  
                  
                  Paid-in
                  
                  
                  AccumulatedShares
                  
                  
                  Par
                  
                  
                  Capital
                  
                  
                  Deficit
                  
                  
                  TotalsBalances:
      February 16, 2007
                  
                  
                  0
                  
                  
                  $
                  0
                  
                  
                  $
                  0
                  
                  
                  $
                  0
                  
                  
                  $
                  0Shares
      issued in lieu of services
                  
                  
                  5,000,000
                  
                  
                  $
                  5,000
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  $
                  5,000Net
      loss
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  $
                  (5,955
                  )
                  
                  $
                  (5,955
                  )Balances:
      December 31, 2007
                  
                  
                  5,000,000
                  
                  
                  $
                  5,000
                  
                  
                  
                  0
                  
                  
                  $
                  (5,955
                  )
                  
                  $
                  (955
                  )Net
      loss
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  $
                  (6,243
                  )
                  
                  $
                  (6,243
                  )Balances:
      December 31, 2008
                  
                  
                  5,000,000
                  
                  
                  $
                  5,000
                  
                  
                  $
                  0
                  
                  
                  $
                  (12,198
                  )
                  
                  $
                  (7,198
                  )





See notes
to financial statements.





13











JAG
MEDIA GROUP, INC.


(A
Development Stage Company)


Statements
of Cash Flows





Year
      ended December 31, 2008
                  
                  
                  Year
      ended December 31, 2007
                  
                  
                  February
      16, 2007 to December 31, 2008CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
                  
                  $
                  (6,243
                  )
                  
                  $
                  (5,955
                  )
                  
                  $
                  (12,198
                  )Adjustments
      to reconcile net loss to cash used
                    by
      operating activities:Change
      in assets and liabilities:Shares
      issued in lieu of services
                  
                  
                  0
                  
                  
                  
                  5,000
                  
                  
                  
                  5,000Increase
      in Stockholder Advances
                  
                  
                  6,243
                  
                  
                  
                  955
                  
                  
                  
                  7,198CASH
      FLOWS FROMOPERATING ACTIVITIES
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0NET
      INCREASE IN CASH
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0Cash,
      beginning of period
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0Cash,
      end of period
                  
                  $
                  0
                  
                  
                  $
                  0
                  
                  
                  $
                  0SUPPLEMENTAL
      CASH FLOW INFORMATIONInterest
      paid
                  
                  $
                  0
                  
                  
                  $
                  0
                  
                  
                  $
                  0Income
      taxes paid
                  
                  $
                  0
                  
                  
                  $
                  0
                  
                  
                  $
                  0








See notes
to financial statements







14





JAG MEDIA
GROUP, INC.


(A
Development Stage Company)


NOTES TO
THE AUDITED FINANCIAL STATEMENTS


December
31, 2008





NOTE 1 -
Organization and Significant Accounting Policies





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 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 December 31, 2008, the
results of operations and cash flows for the years ended December 31, 2008 and
2007, and from February 16, 2007 (date of inception) through December 31,
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.





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, stockholder’s deficit and cash flows disclose activity
since the date of the Company's inception.





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.








15







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 December 31, 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


none
issued and outstanding.





NOTE 5 –
RECENTLY ISSUED ACCOUNTING STANDARDS





In
February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial
Assets and Financial Liabilities – Including an Amendment of FASB Statement
No. 115(“SFAS No. 159”). SFAS No. 159 permits entities to
choose to measure eligible items at fair value at specified election dates and
report unrealized gains and losses on items for which the fair value option has
been elected in earnings at each subsequent reporting date.
SFAS No. 159 was effective for the Company on January 1, 2008.
However, the Company has not elected to apply the provisions of SFAS No. 159 to
any of our financial assets and financial liabilities, as permitted by the
Statement.







In
December 2007, the FASB issued SFAS No. 141(R), Business Combinations (“SFAS
No. 141(R)”) which replaces SFAS No. 141, Business Combinations, and
requires the acquirer of a business to recognize and measure the identifiable
assets acquired, the liabilities assumed, and any non-controlling interest in
the acquiree at fair value. SFAS No. 141(R) also requires transaction costs
related to the business combination to be expensed as incurred. SFAS No. 141(R)
is effective for business combinations for which the acquisition date is on or
after fiscal years beginning after December 15, 2008. Management does not
believe that adoption of this statement will have a material impact on the
Company’s financial position or results of operations.





In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements (“SFAS No. 160”). This Statement amends
ARB No. 51, Consolidated
Financial Statements, to establish accounting and reporting standards for
the noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. SFAS No. 160 is effective for fiscal years beginning after December
15, 2008. We are currently evaluating the effect that the adoption of SFAS No.
160 will have on our financial position, results of operations and cash
flows.








16







In
February 2008, the FASB issued FASB Staff Position (“FSP”) 157-2 “Partial
Deferral of the Effective Date of Statement 157”. FSP 157-2 delays the
effective date of SFAS No. 157 to fiscal years beginning after
November 15, 2008 for all nonfinancial assets and nonfinancial liabilities,
except those that are recognized or disclosed at fair value in the financial
statements on a recurring basis (at least annually). The Company has adopted
SFAS No. 157 as of January 1, 2008 related to financial assets
and financial liabilities. Refer to Note 11 for additional discussion on
fair value measurements. The Company is currently evaluating the impact of
SFAS No. 157 related to nonfinancial assets and nonfinancial
liabilities on the Company’s financial position, results of operations and cash
flows.





In March
2008, the FASB issued FASB Statement No. 161, Disclosures about Derivative
Instruments and Hedging Activities.The new standard is intended to
improve financial reporting about derivative instruments and hedging activities
by requiring enhanced disclosures to enable investors to better understand their
effects on an entity’s financial position, financial performance, and cash
flows. It is effective for financial statements issued for fiscal years and
interim periods beginning after November 15, 2008, with early application
encouraged. The new standard also improves transparency about the location and
amounts of derivative instruments in an entity’s financial statements; how
derivative instruments and related hedged items are accounted for under
Statement 133; and how derivative instruments and related hedged items affect
its financial position, financial performance, and cash flows. Management is
currently evaluating the effect of this pronouncement on financial
statements.

























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