<PAGE>



                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   -----------

                                   FORM 10-QSB

[x]  Quarterly report under Section 13 or 15(d) of the Securities Exchange
     Act of 1934 for the quarterly period ended October 31, 2004.

[ ]  Transition report under Section 13 or 15(d) of the Exchange Act
     for the transition period from ________ to _________.

                        COMMISSION FILE NUMBER 000-28761.

                            JAG MEDIA HOLDINGS, INC.
        (Exact name of small business issuer as specified in its Charter)

                    NEVADA                              88-0380546
        (State or other jurisdiction of              (I.R.S. Employer
        incorporation or organization)              Identification No.)

                               6865 SW 18TH STREET
                                   SUITE B-13
                            BOCA RATON, FLORIDA 33433
                    (Address of Principal Executive Offices)

                                 (561) 393-0605
                (Issuer's Telephone Number, Including Area Code)
                                   -----------

Check whether the Issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
for such shorter period that the Registrant was required to file such reports)
and (2) has been subject to such filing requirements for the past 90 days.

              Yes X                                      No __

As of December 14, 2004, the Registrant had 44,235,299 shares of Common Stock,
380,829 shares of Series 2 Class B Common Stock and 21,500 shares of Series 3
Class B Common Stock issued and outstanding.




<PAGE>




                                     PART I
                              FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

                    JAG MEDIA HOLDINGS, INC. AND SUBSIDIARIES

                          INDEX TO FINANCIAL STATEMENTS


                                                                          PAGE

Condensed Consolidated Balance Sheet
     October 31, 2004 (Unaudited)                                            F-2

Condensed Consolidated Statements of Operations
     Three Months Ended October 31, 2004 and 2003 (Unaudited)                F-3

Condensed Consolidated Statement of Changes in Stockholders' Equity
     Three Months Ended October 31, 2004 (Unaudited)                         F-4

Condensed Consolidated Statements of Cash Flows
     Three Months Ended October 31, 2004 and 2003 (Unaudited)                F-5

Notes to Condensed Consolidated Financial Statements                      F-6/14




                                      * * *



                                      F-1
<PAGE>



                    JAG MEDIA HOLDINGS, INC. AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEET
                                OCTOBER 31, 2004
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                      Assets


Current assets:
<S>                                                                               <C>
    Cash and cash equivalents                                                     $    221,868
    Accounts receivable, net of allowance for doubtful accounts of $7,500                8,920
    Other current assets                                                                46,449
                                                                                  ------------
           Total current assets                                                        277,237

Equipment, net of accumulated depreciation of $79,236                                   31,699
                                                                                  ------------

           Total                                                                  $    308,936
                                                                                  ============


                      Liabilities and Stockholders' Equity

Current liabilities:
    Accounts payable and accrued expenses                                         $     70,584
    Deferred revenues                                                                   38,216
                                                                                  ------------

           Total liabilities                                                           108,800
                                                                                  ------------

Mandatorily redeemable Class B common stock; par value $.00001 per share:
        400,000 shares designated as Series 2; 380,829 shares issued and
        outstanding                                                                          4

        40,000 shares designated as Series 3; 21,500 shares issued and
        outstanding                                                                         --
                                                                                  ------------
                                                                                             4
                                                                                  ------------

Commitments and contingencies

Stockholders' equity:
    Preferred stock; par value $.00001 per share; 50,000,000 shares authorized;
        none issued
    Common stock; par value $.00001 per share; 250,000,000 shares authorized;
        44,235,299 shares issued and outstanding                                           442
    Additional paid-in capital                                                      43,570,992
    Unearned compensation                                                               (9,706)
    Accumulated deficit                                                            (43,361,596)
                                                                                  ------------
           Total stockholders' equity                                                  200,132
                                                                                  ------------

           Total                                                                  $    308,936
                                                                                  ============

</TABLE>

            See Notes to Condensed Consolidated Financial Statements.


                                       F-2
<PAGE>

                    JAG MEDIA HOLDINGS, INC. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                  THREE MONTHS ENDED OCTOBER 31, 2004 AND 2003
                                   (UNAUDITED)


<TABLE>
<CAPTION>

                                                                          2004                  2003
                                                                     ------------         ------------

<S>                                                                  <C>                  <C>
Revenues                                                             $     72,227         $     46,373
                                                                     ------------         ------------

Operating expenses:
    Cost of revenues                                                       38,443               81,090
    Selling expenses                                                        2,151                2,851
    General and administrative expenses                                   249,425              464,682
                                                                     ------------         ------------
        Totals                                                            290,019              548,623
                                                                     ------------         ------------

Loss from operations                                                     (217,792)            (502,250)

Other income (expense):
    Interest income                                                           691                  587
    Interest expense                                                                            (9,000)
                                                                     ------------         ------------

Net loss                                                             $   (217,101)        $   (510,663)
                                                                     ============         ============


Basic net loss per share                                             $       (.00)        $       (.01)
                                                                     ============         ============


Basic weighted average common shares outstanding                       44,235,299           41,605,863
                                                                     ============         ============
</TABLE>













            See Notes to Condensed Consolidated Financial Statements.



                                      F-3
<PAGE>



                    JAG MEDIA HOLDINGS, INC. AND SUBSIDIARIES

       CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                       THREE MONTHS ENDED OCTOBER 31, 2004
                                   (UNAUDITED)



<TABLE>
<CAPTION>

                                                Common Stock
                                           -------------------
                                                                  Additional
                                           Number of              Paid-in          Unearned          Accumulated
                                            Shares      Amount    Capital          Compensation      Deficit            Total
                                          ----------    ------    ------------     ------------      -----------    ------------

<S>                                       <C>           <C>       <C>               <C>             <C>             <C>
Balance, August 1, 2004                   44,235,299    $442      $ 43,570,992      $    (24,265)   $(43,144,495)   $    402,674


Amortization of unearned compensation                                                     14,559                          14,559


Net loss                                                                                                (217,101)       (217,101)
                                          ----------    ----      ------------      ------------    ------------    ------------

Balance, October 31, 2004                 44,235,299    $442      $ 43,570,992      $     (9,706)   $(43,361,596)   $    200,132
                                        ============    ====      ============      ============    ============    ============
</TABLE>










            See Notes to Condensed Consolidated Financial Statements.



                                      F-4
<PAGE>



                    JAG MEDIA HOLDINGS, INC. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                  THREE MONTHS ENDED OCTOBER 31, 2004 AND 2003
                                   (UNAUDITED)




<TABLE>
<CAPTION>

                                                                               2004                2003
                                                                            ---------            ---------
Operating activities:
<S>                                                                         <C>                  <C>
    Net loss                                                                $(217,101)           $(510,663)
    Adjustments to reconcile net loss to net cash used in
        operating activities:
        Depreciation                                                            3,587                4,341
        Amortization of unearned compensation                                  14,559               84,785
        Effects of issuance of common stock in exchange for
           services                                                                                183,000
        Changes in operating assets and liabilities:
           Accounts receivable                                                  3,320              (12,298)
           Other current assets                                                27,115                3,750
           Accounts payable and accrued expenses                                5,382              (73,195)
           Deferred revenues                                                   (1,277)               8,378
                                                                            ---------            ---------
               Net cash used in operating activities                         (164,415)            (311,902)

Financing activities:
    Net proceeds from private placements of common stock                                            50,000
                                                                            ---------            ---------

Net decrease in cash and cash equivalents                                    (164,415)            (261,902)
Cash and cash equivalents, beginning of period                                386,283              423,217
                                                                            ---------            ---------

Cash and cash equivalents, end of period                                    $ 221,868            $ 161,315
                                                                            =========            =========


</TABLE>








            See Notes to Condensed Consolidated Financial Statements.



                                      F-5
<PAGE>



                    JAG MEDIA HOLDINGS, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


Note 1 - Basis of presentation:
             In the opinion of management, the accompanying unaudited condensed
             consolidated financial statements reflect all adjustments,
             consisting of normal recurring adjustments, necessary to present
             fairly the financial position of JAG Media Holdings, Inc. ("JAG
             Media") and its subsidiaries as of October 31, 2004, their results
             of operations and cash flows for the three months ended October 31,
             2004 and 2003 and their changes in stockholders' equity for the
             three months ended October 31, 2004. JAG Media and its subsidiaries
             are referred to together herein as the "Company." Pursuant to rules
             and regulations of the Securities and Exchange Commission (the
             "SEC"), certain information and disclosures normally included in
             financial statements prepared in accordance with accounting
             principles generally accepted in the United States of America have
             been condensed or omitted from these consolidated financial
             statements unless significant changes have taken place since the
             end of the most recent fiscal year. Accordingly, these condensed
             consolidated financial statements should be read in conjunction
             with the consolidated financial statements, notes to consolidated
             financial statements and the other information in the audited
             consolidated financial statements of the Company as of July 31,
             2004 and for the years ended July 31, 2004 and 2003 (the "Audited
             Financial Statements") included in the Company's Annual Report on
             Form 10-KSB (the "10-KSB") for the year ended July 31, 2004 that
             was previously filed with the SEC.

             The results of the Company's operations for the three months ended
             October 31, 2004 are not necessarily indicative of the results of
             operations to be expected for the full year ending July 31, 2005.

             As further explained in Note 1 to the Audited Financial Statements,
             the Company gathers and compiles financial and investment
             information from contacts at financial institutions, experienced
             journalists, money managers, analysts and other Wall Street
             professionals and generates revenues by releasing such information
             to subscribers on a timely basis through facsimile transmissions
             and a web site.

             The accompanying condensed consolidated financial statements have
             been prepared assuming that the Company will continue as a going
             concern. However, as shown in the accompanying condensed
             consolidated financial statements, the Company only generated
             revenues of approximately $72,000 and $46,000, and it incurred net
             losses of approximately $217,000 and $511,000 and cash flow
             deficiencies from operating activities of



                                      F-6
<PAGE>



                    JAG MEDIA HOLDINGS, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


Note 1 - Basis of presentation (continued):
              approximately $164,000 and $312,000 for the three months ended
              October 31, 2004 and 2003, respectively. These matters raise
              substantial doubt about the Company's ability to continue as a
              going concern.

              Management believes that, in the absence of a substantial increase
              in subscription revenues, it is probable that the Company will
              continue to incur losses and negative cash flows from operating
              activities through at least October 31, 2005 and that the Company
              will need to obtain additional equity or debt financing to sustain
              its operations until it can market its services, expand its
              customer base and achieve profitability.

              As further explained in Note 4 herein, the Company entered into an
              agreement with an investment partnership pursuant to which it has,
              in effect, "put" options whereby, subject to certain conditions,
              it is able to require the investment partnership to purchase
              shares of its common stock from time to time at prices based on
              the market value of its shares. The maximum aggregate purchase
              price under this equity line is $10,000,000. This equity line was
              renewed in July 2004 and expires in August 2006. As of October 31,
              2004 and December 8, 2004, the Company had received gross proceeds
              of $4,035,000 from the exercise of "put" options. Although the
              timing and amount of the required purchases under the agreement
              are at the Company's discretion, the purchases are subject to
              certain conditions as also explained in Note 4 herein and the
              ability of the investment partnership to fund the purchases.

              Management believes that the Company will be able to generate
              sufficient revenues from its remaining facsimile transmission and
              web site operations and obtain sufficient financing from its
              agreement with the investment partnership prior to its expiration
              in August 2006 or through other financing agreements to enable it
              to continue as a going concern through at least October 31, 2005.
              However, if the Company cannot generate sufficient revenues and/or
              obtain sufficient additional financing, if necessary, by that
              date, the Company may be forced




                                      F-7
<PAGE>



                    JAG MEDIA HOLDINGS, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


Note 1 - Basis of presentation (continued):
              thereafter to restructure its operations, file for bankruptcy or
              entirely cease its operations.

              The accompanying condensed consolidated financial statements do
              not include any adjustments related to the recoverability and
              classification of assets or the amount and classification of
              liabilities that might be necessary should the Company be unable
              to continue as a going concern.

              On February 11, 2004, the stockholders of the Company approved an
              amendment to the articles of incorporation that authorized the
              implementation of changes related to a recapitalization plan for
              the Company that was consummated on June 4, 2004 (the
              "Recapitalization"). As a result of the Recapitalization, the
              Company became authorized to issue up to 250,000,000 shares of
              common stock with a par value of $.00001 per share, and it issued
              1 share of common stock in exchange for every 1 share of Class A
              common stock and Series 1 Class B common stock outstanding prior
              to the recapitalization.

              Prior to the Recapitalization, each share of Series 1 Class B
              common stock was immediately convertible into one share of Class A
              common stock and each share of Class A common stock and Series 1
              Class B common stock was equal in respect to dividends and voting
              rights. Therefore, each share of Series 1 Class B common stock
              was, in substance, equivalent to one share of Class A common stock
              for financial reporting purposes prior to the Recapitalization,
              and each share of Class A common stock and each share of Series 1
              Class B common stock is, in substance, equivalent to 1 share of
              common stock after the Recapitalization for financial reporting
              purposes. Accordingly, the Recapitalization, which has been
              retroactively reflected in the accompanying condensed consolidated
              financial statements and these notes, did not have any effect on
              numbers of shares of common stock, the weighted average number of
              common shares outstanding or any amounts per common share.

Note 2 - Net earnings (loss) per share:
              The Company presents "basic" earnings (loss) per share and, if
              applicable, "diluted" earnings per share pursuant to the
              provisions of Statement of Financial Accounting Standards No. 128,
              "Earnings per Share". Basic earnings (loss) per share is
              calculated by dividing net income or loss by the weighted average
              number of common shares during each period (see Notes



                                      F-8
<PAGE>

                    JAG MEDIA HOLDINGS, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


Note 2 - Net earnings (loss) per share (continued):
                1, 2 and 5 to the Audited Financial Statements). The calculation
                of diluted earnings per share is similar to that of basic
                earnings per share, except that the denominator is increased to
                include the number of additional common shares that would have
                been outstanding if all potentially dilutive common shares, such
                as those issuable upon the exercise of outstanding stock options
                and warrants, were issued during the period and the treasury
                stock method had been applied to the proceeds from their
                exercise.

                As of October 31, 2004, there were options and warrants
                outstanding for the purchase of a total of 3,585,000 shares of
                common stock (see Note 4 herein). However, diluted per share
                amounts have not been presented in the accompanying condensed
                consolidated statements of operations because the Company had a
                net loss in the three months ended October 31, 2004 and 2003 and
                the assumed effects of the exercise of the Company's stock
                options and warrants that were outstanding during all or part of
                those periods would have been anti-dilutive.

Note 3 - Income taxes:
                As of October 31, 2004, the Company had Federal net operating
                loss carryforwards of approximately $27,500,000 available to
                reduce future Federal taxable income which will expire from 2019
                through 2024. In addition, the Company had state net operating
                loss carryforwards of approximately $21,640,000 available to
                reduce future state taxable income which will expire from 2006
                through 2009.

                As of October 31, 2004, the Company's deferred tax assets
                consisted of the effects of temporary differences attributable
                to the following:

                    Deferred revenues, net                        $13,000
                    Unearned compensation                       1,807,000
                    Net operating loss carryforwards           10,620,000
                                                             ------------
                                                               12,440,000
                    Less valuation allowance                  (12,440,000)
                                                             -------------

                        Total                                $     -
                                                             =============



                                      F-9
<PAGE>


                    JAG MEDIA HOLDINGS, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


Note 3 - Income taxes (continued):
                Due to the uncertainties related to, among other things, the
                changes in the ownership of the Company, which could subject its
                net operating loss carryforwards to substantial annual
                limitations, and the extent and timing of its future taxable
                income, the Company offset its net deferred tax assets by an
                equivalent valuation allowance as of October 31, 2004.

                The Company had also offset the potential benefits from its net
                deferred tax assets by an equivalent valuation allowance during
                the year ended July 31, 2004. As a result of the increases in
                the valuation allowance of $68,000 and $170,000 during the three
                months ended October 31, 2004 and 2003, respectively, based on
                adjusted amounts for deferred tax assets as of those dates,
                there are no credits for income taxes reflected in the
                accompanying condensed consolidated statements of operations to
                offset pre-tax losses.

Note 4 - Issuances of common stock and stock options:
                Equity financing agreement:
                    As further explained in Note 4 to the Audited Financial
                    Statements, on April 9, 2002, the Company entered into an
                    equity line purchase agreement (the "Equity Line Agreement")
                    with Cornell Capital Partners L.P. ("Cornell Capital")
                    pursuant to which the Company has, in effect, put options
                    whereby, subject to certain conditions, it can require
                    Cornell Capital to purchase shares of its common stock from
                    time to time at an aggregate purchase price of $10,000,000.
                    The Equity Line Agreement became available on August 28,
                    2002 and was extended in July 2004 for an additional 24
                    months through August 2006 unless it is terminated earlier
                    at the discretion of the Company. The purchase price will be
                    95% of the lowest closing bid price of the Company's common
                    stock over a specified number of trading days commencing on
                    specified dates. Cornell Capital shall be entitled to a cash
                    fee equal to 5% of the gross proceeds received by the
                    Company from Cornell Capital in connection with each put.



                                      F-10
<PAGE>



                    JAG MEDIA HOLDINGS, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


Note 4 - Issuances of common stock and stock options (continued):
                    The timing and amount of the required purchases shall be at
                    the Company's discretion subject to certain conditions
                    including (i) a maximum purchase price to be paid by Cornell
                    Capital for each put of $500,000; (ii) at least five trading
                    days must elapse before the Company can deliver a new put
                    notice to Cornell Capital; (iii) the registration statement
                    covering the shares issuable to Cornell Capital pursuant to
                    the equity line must remain effective at all times and (iv)
                    on any given closing date, there shall be at least one bid
                    for the common stock on the Pink Sheets or on the Nasdaq OTC
                    Bulletin Board. In addition, the obligation of Cornell
                    Capital to complete its purchases under the Equity Line
                    Agreement is not secured or guaranteed and, accordingly, if
                    Cornell Capital does not have available funds at the time it
                    is required to make a purchase, the Company may not be able
                    to force it to do so.

                    During the three months ended October 31, 2004, no put
                    options were exercised. As of October 31, 2004, the Company
                    had the ability to require Cornell Capital to purchase
                    shares of its common stock pursuant to the Equity Line
                    Agreement at an aggregate purchase price of $5,965,000
                    through August 28, 2006.

                Options and warrants issued for services:
                    As explained in Note 5 to the Audited Financial Statements,
                    the Company has issued, from time to time, stock options and
                    warrants for the purchase of common stock to employees as
                    compensation and to other nonemployees, including investment
                    analysts and commentators that have entered into agreements
                    to provide the Company with financial information that is
                    released to subscribers, as consideration for consulting,
                    professional and other services. As explained in Note 2 to
                    the Audited Financial Statements, the Company recognizes the
                    cost of such issuances based on the fair value of the equity
                    instruments issued over the periods in which the related
                    services are rendered in accordance with the provisions of
                    Statement of Financial Accounting Standards No. 123
                    "Accounting for Stock-Based Compensation" ("SFAS 123").



                                      F-11
<PAGE>



                    JAG MEDIA HOLDINGS, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


Note 4 - Issuances of common stock and stock options (continued):
                    As of August 1, 2004, the Company had 3,585,000 shares of
                    common stock that were subject to outstanding options and
                    warrants issued to employees and nonemployees as
                    compensation for services. These options and warrants had
                    exercise prices ranging from $.02 to $6.00 and will expire
                    at various dates from July 2005 through March 2012. There
                    were no options or warrants issued, canceled or exercised
                    during the three months ended October 31, 2004.

                    The cost of the options and warrants, determined based on
                    their aggregate estimated fair values at the respective
                    dates of issuance, was initially charged directly to expense
                    or to unearned compensation and subsequently amortized to
                    expense.

                    These options and warrants also include options for the
                    purchase of 1,750,000 shares of, effectively, common stock
                    granted pursuant to the Company's 1999 Long-term Incentive
                    Plan (the "Incentive Plan") which provides for individual
                    awards to officers, employees, directors, consultants and
                    certain other individuals that may take the form of stock
                    options and certain other types of awards for which the
                    value is based in whole or in part upon the fair market
                    value of, effectively, the Company's common stock. The
                    number of shares of common stock that may be subject to all
                    types of awards under the Incentive Plan as amended may not
                    exceed 6,000,000 shares.

Note 5 - Legal proceedings:
              The Company is involved in various legal proceedings. In the
              opinion of management, these actions are routine in nature and
              will not have any material adverse effects on the Company's
              consolidated financial statements in subsequent periods.







                                      F-12
<PAGE>




                    JAG MEDIA HOLDINGS, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


Note 6 - Subsequent events:
              On November 24, 2004, JAG Media entered into a Business Sale
              Agreement (the "Sale Agreement") with TComm Limited, a company
              organized in the United Kingdom ("Seller") and TComm (UK) Limited,
              a wholly-owned subsidiary ("Subsidiary") of the Company organized
              in the United Kingdom.

              The transactions contemplated by the Sale Agreement were
              consummated on November 24, 2004. Under the Sale Agreement,
              Subsidiary purchased from Seller all of the assets of Seller, and,
              effectively, the United Kingdom-based software business it was
              developing that specialized in streaming video solutions. Such
              business is a development stage business that to date has not
              generated any significant revenues. The acquisition will be
              accounted for by the Company as a purchase.

              The product line purchase from the Seller includes: (1) TComm TV,
              which delivers live video/audio streams and on-demand video/audio
              clips to various java-based and Symbian-based mobile phones; (2)
              CCMTV, which is currently under development and will consist of
              software programs that are intended to enable mobile
              closed-circuit TV devices to send real-time video streams to a
              central point where they can be viewed by one or more persons; (3)
              Eye Contact, which is a network-based internal communications
              system for business that enables employees to communicate securely
              face-to-face from their own desks; and (4) TComm Messenger, which
              is a network-based instant video messaging platform that allows
              employees of an organization to communicate securely in real-time
              within their offices and from remote locations.








                                      F-13
<PAGE>



                    JAG MEDIA HOLDINGS, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


Note 6 - Subsequent events (continued):
              The purchase price paid to Seller for the assets consisted of (i)
              250,000 shares (the "Shares") of the Company's common stock,
              having a value based on the closing price of the Company's common
              stock as of the close of business on the day prior to the
              acquisition, equal to approximately $42,500 and (ii) the
              assumption of approximately $19,000 of liabilities. In addition,
              Seller has agreed not to compete with the business to be conducted
              by the Subsidiary for a period of two years from the closing date
              of the transaction. The Sale Agreement also contains customary
              representations and warranties. Seller has agreed to indemnify the
              Subsidiary for damages resulting from a breach of its warranties
              but only if the damages exceed (pound)10,000.

              Seller has entered into a lockup agreement with the Company
              pursuant to which it has agreed not to sell or otherwise transfer
              the shares of the Company it acquired for a period of one year.

              In connection with entering into the Sale Agreement, the
              Subsidiary entered into employment agreements on November 24, 2004
              with 4 individuals, all of whom were previously employed by
              Seller. The employment agreements have a term of three years and
              automatically renew unless terminated by either party. As a
              result, the Company's obligations for cash payments under the
              employment agreements subsequent to July 31, 2004 will total
              $455,299 as follows:

                                 Year ended                  Amount
                                 ----------                  ------
                          October 31, 2005                   $123,467
                          October 31, 2006                    159,919
                          October 31, 2007                    161,800
                          October 31, 2008                     10,113
                                                             --------

                                   Total                     $455,299
                                                             ========

              Pursuant to the employment agreements, the Company granted options
              to purchase 220,000 shares of its common stock with exercise
              prices ranging from $.50 - $1.00 as additional compensation for
              services to be rendered under such contracts.

              The employees have each agreed not to compete with the business to
              be conducted by the Subsidiary for a specified period ranging from
              six months to 12 months once their employment with the Subsidiary
              has terminated.



                                      F-14
<PAGE>



ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES.

Our discussion and analysis of our financial condition and results of operations
are based upon our condensed consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States of America for interim financial statements filed with the
Securities and Exchange Commission. The preparation of these consolidated
financial statements requires us to make estimates and judgments that affect the
reported amounts of assets, liabilities, revenues and expenses, and related
disclosure of contingent assets and liabilities. On an on-going basis, we
evaluate our estimates, including those related to accounts receivable,
equipment, stock-based compensation, income taxes and contingencies. We base our
estimates on historical experience and on various other assumptions that are
believed to be reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying values of assets and liabilities
that are not readily apparent from other sources. Actual results may differ from
these estimates under different assumptions or conditions.

The accounting policies and estimates used as of July 31, 2004, as outlined in
our previously filed Form 10-KSB, have been applied consistently for the three
months ended October 31, 2004.

THREE MONTHS ENDED OCTOBER 31, 2004 AS COMPARED TO THREE MONTHS ENDED OCTOBER
31, 2003.

                                      Three Months
                                      Ended October 31,
                                      ------------------------
                                        2004          2003      $ Change
                                      --------     -----------  ----------
Revenues                              $  72,227    $  46,373    $  25,854
                                      ---------    ---------    ---------
Operating expenses:
         Cost of revenues                38,443       81,090      (42,647)
         Selling expenses                 2,151        2,851         (700)
         General and administrative
          expenses                      249,425      464,682     (215,257)
                                      ---------    ---------    ---------
                  Totals                290,019      548,623     (258,604)
                                      ---------    ---------    ---------
Loss from operations                   (217,792)    (502,250)     284,458

Other income (expense):
         Interest income                    691          587          104
         Interest expense                             (9,000)      (9,000)
                                      ---------    ---------    ---------

Net loss                              $(217,101)   $(510,663)   $ 293,562
                                      =========    =========    =========




<PAGE>

Revenues:

Revenues primarily consist of subscription revenues from annual, semi-annual,
quarterly and monthly subscriptions relating to our product "JAGNotes." JAGNotes
is a daily consolidated investment report that summarizes newly issued research,
analyst opinions, upgrades, downgrades, and analyst coverage changes from
various investment banks and brokerage houses. Until May 1999, JAGNotes was
faxed to a limited audience of financial professionals at an average monthly
charge of $150. During the year ended July 31, 1999, we began the process of
changing our focus to also include the retail investor by providing a variety of
investment information including but not limited to JAGNotes through our web
site. The increase in subscription revenues during the three months ended
October 31, 2004 was due primarily to an increase in the number of customer
subscriptions. Revenues from strategic affiliates included in total revenues
increased to $42,269 during the three months ended October 31, 2004 from $25,504
for the three months ended October 31, 2003.

While our revenues do include revenues from other sources, these other revenues
are not material to our operations as a whole.

Cost of revenues:

Cost of revenues includes the cost to transmit the product over the telephone
and fax lines, on-line service charges for our web site, costs in connection
with the development and maintenance of the web site, and payments to
commentators and employees for their reports that are posted on our web site.

During the three months ended October 31, 2004, consulting fees were
approximately $31,000 as compared to approximately $69,000 for the three months
ended October 31, 2003. Such fees included non-cash charges associated with the
amortization of unearned compensation arising from the issuance of shares in
exchange for services of approximately $15,000 and $62,000 for the three months
ended October 31, 2004 and 2003, respectively. The decrease in consulting fees
is a result of the expiration of consulting contracts associated with
commentators for our jagnotes.com website.

Selling expenses:

Selling expenses consist primarily of advertising and other promotional
expenses.

General and administrative expenses:

General and administrative expenses consist primarily of compensation and
benefits for the officers, other compensation, occupancy costs, professional
fees and other office expenses. The decrease in general and administrative
expenses is attributable to our efforts to better contain costs and the decrease
in executive salaries of $34,615 resulting from the resignation of an officer
last year.


<PAGE>

LIQUIDITY AND CAPITAL RESOURCES.

We only generated revenues of approximately $72,000 and $46,000 and we incurred
net losses of approximately $217,000 and $511,000 and cash flow deficiencies
from operating activities of approximately $164,000 and $312,000 for the three
months ended October 31, 2004 and 2003, respectively. These matters raise
substantial doubt about our ability to continue as a going concern.

We believe that, in the absence of a substantial increase in subscription
revenues, it is probable that the we will continue to incur losses and negative
cash flows from operating activities through at least October 31, 2005 and that
we will need to obtain additional equity or debt financing to sustain our
operations until we can market our services, expand our customer base and
achieve profitability.

As further explained below, we entered into an agreement with an investment
partnership pursuant to which it has, in effect, "put" options whereby, subject
to certain conditions, we are able to require the investment partnership to
purchase shares of our common stock from time to time at prices based on the
market value of its shares. The maximum aggregate purchase price under this
equity line is $10,000,000. The equity line was renewed in July 2004 and expires
in August 2006. As of October 31, 2004, we had received gross proceeds of
$4,035,000, from the exercise of "put" options. Although the timing and amount
of the required purchases under the agreement are at our discretion, the
purchases are subject to certain conditions and the ability of the investment
partnership to fund the purchases.

We believe that we will be able to generate sufficient revenues from our
remaining facsimile transmission and web site operations and obtain sufficient
financing from our agreement with the investment partnership or through other
financing agreements to enable us to continue as a going concern through at
least October 31, 2005. However, if we cannot generate sufficient revenues
and/or obtain sufficient additional financing, if necessary, by that date, we
may be forced thereafter to restructure our operations, file for bankruptcy or
entirely cease our operations.

Our cash and cash equivalent position of approximately $222,000 as of October
31, 2004 results primarily from sales of shares of our common stock pursuant to
an equity line agreement and a private placement completed during the prior
year.

On April 9, 2002, we entered into an equity line purchase agreement (the "Equity
Line Agreement") with Cornell Capital Partners L.P. ("Cornell Capital") pursuant
to which we have, in effect, put options whereby, subject to certain conditions,
we can require Cornell Capital to purchase shares of our common stock from time
to time at an aggregate purchase price of $10,000,000. The Equity Line Agreement
became available to us on August 28, 2002, and was extended in July 2004 for an
additional 24 months through August 2006 unless it is terminated earlier by us
in our sole discretion. The purchase price will be 95% of the lowest closing bid
price of our common stock over a specified number of trading days commencing on
specified dates. Cornell Capital shall be entitled to a cash fee equal to 5% of
the gross proceeds received by the Company from Cornell Capital in connection
with each put.


<PAGE>

The timing and amount of the required purchases shall be at our discretion
subject to certain conditions including (i) a maximum purchase price to be paid
by Cornell Capital for each put of $500,000; (ii) at least five trading days
must elapse before we can deliver a new put notice to Cornell Capital; (iii) the
registration statement covering the shares issuable to Cornell Capital pursuant
to the equity line must remain effective at all times and (iv) on any given
closing date, there shall be at least one bid for the common stock on the Pink
Sheets or on the Nasdaq OTC Bulletin Board. In addition, the obligation of
Cornell Capital to complete its purchases under the Equity Line Agreement is not
secured or guaranteed and, accordingly, if Cornell Capital does not have
available funds at the time it is required to make a purchase, we may not be
able to force it to do so. We issued 10,000 shares of our common stock to a
placement agent as of the effective date as consideration for their services in
connection with the Equity Line Agreement.

During the three months ended October 31, 2004, no put options were exercised.
As of October 31, 2004, we had the ability to require Cornell Capital to
purchase shares of our common stock pursuant to the Equity Line Agreement at an
aggregate purchase price of $5,965,000 through August 28, 2006.

During the three months ended October 31, 2004, we used cash of approximately
$164,000 in our operations which was used to primarily fund our net loss.

On November 24, 2004, JAG Media entered into a Business Sale Agreement (the
"Sale Agreement") with TComm Limited, a company organized in the United Kingdom
("Seller") and TComm (UK) Limited, a wholly-owned subsidiary ("Subsidiary") of
the Company organized in the United Kingdom.

The transactions contemplated by the Sale Agreement were consummated on November
24, 2004. Under the Sale Agreement, Subsidiary purchased from Seller all of the
assets of Seller, and, effectively, the United Kingdom-based software business
it was developing that specialized in streaming video solutions. Such business
is a development stage business that to date has not generated any significant
revenues. The acquisition will be accounted for by the Company as a purchase.

The product line purchase from the Seller includes: (1) TComm TV, which delivers
live video/audio streams and on-demand video/audio clips to various java-based
and Symbian-based mobile phones; (2) CCMTV, which is currently under development
and will consist of software programs that are intended to enable mobile
closed-circuit TV devices to send real-time video streams to a central point
where they can be viewed by one or more persons; (3) Eye Contact, which is a
network-based internal communications system for business that enables employees
to communicate securely face-to-face from their own desks; and (4) TComm
Messenger, which is a network-based instant video messaging platform that allows
employees of an organization to communicate securely in real-time within their
offices and from remote locations.


<PAGE>

The purchase price paid to Seller for the assets consisted of (i) 250,000 shares
(the "Shares") of the Company's common stock, having a value based on the
closing price of the Company's common stock as of the close of business on the
day prior to the acquisition, equal to approximately $42,500 and (ii) the
assumption of approximately $19,000 of liabilities. In addition, Seller has
agreed not to compete with the business to be conducted by the Subsidiary for a
period of two years from the closing date of the transaction. The Sale Agreement
also contains customary representations and warranties. Seller has agreed to
indemnify the Subsidiary for damages resulting from a breach of its warranties
but only if the damages exceed (pound)10,000.

Seller has entered into a lockup agreement with the Company pursuant to which it
has agreed not to sell or otherwise transfer the shares of the Company it
acquired for a period of one year.

In connection with entering into the Sale Agreement, the Subsidiary entered into
employment agreements on November 24, 2004 with 4 individuals, all of whom were
previously employed by Seller. The employment agreements have a term of
three years and automatically renew unless terminated by either party. As a
result, the Company's obligations for cash payments under the employment
agreements subsequent to July 31, 2004 will total $455,299 as follows:

                Year ended                            Amount
                ----------                            ------
              October 31, 2005                       $123,467
              October 31, 2006                        159,919
              October 31, 2007                        161,800
              October 31, 2008                         10,113
                                                      -------

                     Total                           $455,299
                                                     ========

Pursuant to the employment agreements, the Company granted options to purchase
220,000 shares of its common stock with exercise prices ranging from $.50 -
$1.00 as additional compensation for services to be rendered under such
contracts.

The employees have each agreed not to compete with the business to be conducted
by the Subsidiary for a specified period ranging from six months to 12 months
once their employment with the Subsidiary has terminated.

We do not believe that our business is subject to seasonal trends or inflation.
On an ongoing basis, we will attempt to minimize any effect of inflation on our
operating results by controlling operating costs and whenever possible, seeking
to insure that subscription rates reflect increases in costs due to inflation.


<PAGE>

The FASB and the Accounting Standards Committee of the American Institute of
Certified Public Accountants had issued certain accounting pronouncements as of
April 30, 2004 that will become effective in subsequent periods; however, we do
not believe that any of those pronouncements would have significantly affected
our financial accounting measurements or disclosures had they been in effect
during the three months ended October 31, 2004 and 2003 or that they will have a
significant effect at the time they become effective.

ITEM 3. CONTROLS AND PROCEDURES.

(a) Evaluation of Disclosure Controls and Procedures:

As of the end of the fiscal quarter ended October 31, 2004, our Chief Executive
Officer and Chief Financial Officer carried out an evaluation of the
effectiveness of the design and operation of our disclosure controls and
procedures that we have in place with respect to the accumulation and
communication of information to management and the recording, processing and
summarizing thereof. Based upon that evaluation, the Chief Executive Officer and
Chief Financial Officer concluded that our disclosure controls and procedures
are effective in alerting them in a timely manner to material information
relating to JAG Media Holdings, Inc. (including its consolidated subsidiaries)
required to be included in our periodic SEC filings.

(b) Change in Internal Control over Financial Reporting:

There have been no changes in internal control over financial reporting that
occurred during the most recent fiscal quarter that have materially affected, or
are reasonably likely to materially affect, our internal control over financial
reporting.


<PAGE>




                                     PART II
                                OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

On June 20, 2002, JAG Media Holdings, Inc. and its then President and Chief
Executive Officer, Gary Valinoti, filed a complaint in the 165th District Court
of Harris County, Texas against over 150 brokerage firms, alleging, among other
things, a conspiracy among the defendants to short sell JAG Media stock. The
original lawsuit was subsequently amended on June 24, 2002 and was removed to
the United States District Court for the Southern District of Texas. The
plaintiffs subsequently filed a motion in the United States District Court for
the Southern District of Texas to have the action remanded back to the state
court where it was originally commenced. That motion was denied and the action
proceeded in the federal district court. The discovery process was begun. On
October 1, 2003, the Court denied various motions to dismiss made on behalf of
the defendants. However, in its ruling, the Court indicated that all motions to
dismiss could have been granted in light of the defective pleadings made by
plaintiffs and allowed plaintiffs 20 days to file an amended complaint to comply
with certain pleading requirements of the Court. Plaintiffs filed an amended
complaint within the required period. Discovery was stayed while the motions to
dismiss were pending.

After plaintiffs filed their third amended complaint, 78 out of a total of
approximately 150 defendants again filed a motion to dismiss the lawsuit. On
September 6, 2004, the Court entered an order granting the moving defendants'
motion to dismiss the lawsuit, again citing various deficiencies in the
pleadings. The Court did not grant the plaintiffs leave to replead.

On December 3, 2004, the Company announced that it assigned its legal retainer
agreement in connection with the lawsuit to a legal consortium consisting of
various law firms and other consultants throughout the country, which also
includes its prior counsel.

The Company has met with its attorneys and is currently evaluating with its
attorneys its options for recommencing an action against certain defendants and
possibly other parties in light of the court's order.

There are no currently pending material lawsuits or similar administrative
proceedings against JAG Media and, to the best of our knowledge, there is
presently no basis for any other suit or proceeding.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.

During the fiscal quarter ended October 31, 2004, no put options were exercised
under our Equity Line Purchase Agreement, dated as of April 9, 2002. As of
October 31, 2004, we had the ability to require Cornell Capital to purchase
shares of our common stock pursuant to the Equity Line Agreement at an aggregate
purchase price of $5,965,000 through August 28, 2006.


<PAGE>

As disclosed in the Company's Form 8-K filed on December 1, 2004, we entered
into a Sale Agreement on November 24, 2004 whereby TComm (UK) Limited, a
wholly-owned subsidiary of the Company, purchased all of TComm Limited's assets
for a purchase price of (i) 250,000 shares of the Company's common stock, having
a value based on the closing price of the Company's common stock as of the close
of business on the day prior to the acquisition, equal to approximately $42,500
and (ii) the assumption of approximately $19,000 of liabilities. The issuance of
such securities was exempt from registration under the Securities Act of 1933,
pursuant to Section 4(2) and Regulation S promulgated thereunder.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

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

None.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

(a)     Exhibits.

10.44    Business Sale Agreement, dated November 24, 2004, among the Registrant,
         TComm Limited and Tcomm (UK) Limited.

10.45    Employment Agreement, dated November 24, 2004, by and between the
         Registrant and Stuart McLean.

10.46    Employment Agreement, dated November 24, 2004, by and between the
         Registrant and Joanne McLean.

10.47    Employment Agreement, dated November 24, 2004, by and between the
         Registrant and Craig Hardcastle.

10.48    Employment Agreement, dated November 24, 2004, by and between the
         Registrant and Ian Hardcastle.

10.49    Lock Up Agreement, dated November 24, 2004, by and between the
         Registrant and Video Codec Consultants Limited (formerly TComm
         Limited).

31.1     Section 302 Certification of Chief Executive Officer.


<PAGE>

31.2     Section 302 Certification of Chief Financial Officer.

32.1     Section 906 Certification of Chief Executive Officer and Chief
         Financial Officer.

(b) Reports on Form 8-K.

The Company filed the following reports on Form 8-K during the three month
period ended October 31, 2004:

o    Current Report on Form 8-K filed with the SEC on October 5, 2004,
     disclosing the status of a legal proceeding in the United States District
     Court for the Southern District of Texas.




<PAGE>



                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the Registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                         JAG MEDIA HOLDINGS, INC.

Date: December 20, 2004                  By: /s/ Thomas J. Mazzarisi
                                            ------------------------
                                            Name:  Thomas J. Mazzarisi
                                            Title: Chairman of the Board
                                            and Chief Executive Officer


Date: December 20, 2004                  By: /s/ Stephen J. Schoepfer
                                            -------------------------
                                            Name:  Stephen J. Schoepfer
                                            Title: President, Chief Financial
                                            Officer, Chief Operating Officer
                                            and Secretary




<PAGE>



                                  EXHIBIT INDEX

10.44    Business Sale Agreement, dated November 24, 2004, among the Registrant,
         TComm Limited and Tcomm (UK) Limited.

10.45    Employment Agreement, dated November 24, 2004, by and between the
         Registrant and Stuart McLean.

10.46    Employment Agreement, dated November 24, 2004, by and between the
         Registrant and Joanne McLean.

10.47    Employment Agreement, dated November 24, 2004, by and between the
         Registrant and Craig Hardcastle.

10.48    Employment Agreement, dated November 24, 2004, by and between the
         Registrant and Ian Hardcastle.

10.49    Lock Up Agreement, dated November 24, 2004, by and between the
         Registrant and Video Codec Consultants Limited (formerly TComm
         Limited).

31.1     Section 302 Certification of Chief Executive Officer.

31.2     Section 302 Certification of Chief Financial Officer.

32.1     Section 906 Certification of Chief Executive Officer and Chief
         Financial Officer.