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UNITED
    STATES SECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
    20549
      Form 10-QSB
   þ

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended
    January 31, 2007.o

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
    EXCHANGE ACTFor 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. Employerincorporation or
    organization)

Identification
    No.)    6865 SW
    18th StreetSuite B-13
    Boca Raton, Florida 33433 (Address
    of Principal Executive Offices)
   (866) 300-7410 (Issuers
    Telephone Number, Including Area Code)
      þ o
  Rule 12b-2 o þ




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##### 



PART I



FINANCIAL
    INFORMATION PagePART I


FINANCIAL
    INFORMATION


1ITEM 1:


FINANCIAL STATEMENTSCondensed
    Consolidated Balance Sheet at January 31, 2007
    (Unaudited)


2Condensed
    Consolidated Statements of Operations Six and Three Months Ended
    January 31, 2007 and 2006 (unaudited)


3Condensed
    Consolidated Statement of Changes in Stockholders
    Deficiency Six Months Ended January 31, 2007
    (unaudited)


4Condensed
    Consolidated Statements of Cash Flows Six Months Ended
    January 31, 2007 and 2006


5Notes to Condensed Consolidated
    Financial Statements


6/12ITEM 2:


MANAGEMENTS
    DISCUSSION AND ANALYSIS


13/20ITEM 3:


CONTROLS AND
    PROCEDURES


21PART II


OTHER
    INFORMATION


21ITEM 1:


LEGAL
    PROCEEDINGS


21ITEM 2:


UNREGISTERED SALES
    OF EQUITY SECURITIES AND USE OF PROCEEDS


21ITEM 3:


DEFAULTS UPON
    SENIOR SECURITIES


21ITEM 4:


SUBMISSION OF
    MATTERS TO VOTE OF SECURITY HOLDERS


21ITEM 5:


OTHER
    INFORMATION


21ITEM 6:


EXHIBITS


21EX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATIONS   1




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JAG MEDIA
    HOLDINGS, INC. AND SUBSIDIARIES
 CONDENSED CONSOLIDATED BALANCE SHEET
    JANUARY 31, 2007
    (Unaudited) ASSETSCurrent assets:Cash and cash equivalents

$
21,617Accounts receivable, net of
    allowance for doubtful accounts of $7,500


17,120Other current assets


61,730Total current assets


100,467Equipment, net of accumulated
    depreciation of $136,988


73,058Total

$
173,525LIABILITIES AND
    STOCKHOLDERS DEFICIENCYCurrent liabilities:Accounts payable and accrued
    expenses

$
466,229Deferred revenues


21,520Derivative liability


4,823,317Total current liabilities


5,311,066Convertible debentures payable,
    net of unamortized debt discount of $1,163,300


2,356,700Total liabilities


7,667,766Mandatorily redeemable
    Class B common stock; par value $.00001 per share:400,000 shares designated as
    Series 2; 381,741 shares issued and outstanding


440,000 shares designated as
    Series 3; 21,500 shares issued and outstanding


4Commitments and contingenciesStockholders deficiency:Preferred stock; par value
    $.00001 per share; 50,000,000 shares authorized, none
    issued


Common stock; par value
    $.00001 per share; 500,000,000 shares authorized;
    47,508,617 shares issued and outstanding


475Additional paid-in capital


44,807,468Accumulated deficit


(52,302,188
)Total stockholders deficiency


(7,494,245
)Total

$
173,525    2




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##### Table of Contents



JAG MEDIA
    HOLDINGS, INC. AND SUBSIDIARIES
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
    SIX AND THREE MONTHS ENDED JANUARY 31, 2007 AND 2006 Six Months Ended


Three Months EndedJanuary 31,


January 31,2007


2006


2007


2006(Unaudited)Revenues

$
101,137


$
85,098


$
57,806


$
45,075Operating expenses:Cost of revenues


42,132



44,070



17,482



18,197Selling expenses


59,816



24,220



35,554



14,351General and administrative expenses


557,508



1,202,799



317,819



676,632Totals


659,456



1,271,089



370,855



709,180Loss from operations


(558,319
)


(1,185,991
)


(313,049
)


(664,105
)Other income (expense):Loss on change in value of
    derivative liability


(1,997,567
)






(2,356,659
)Interest income


95



2,716



20



1,014Interest expense


(1,075,881
)


(148,739
)


(607,632
)


(74,370
)Net loss

$
(3,631,672
)

$
(1,332,014
)

$
(3,277,320
)

$
(737,461
)Basic net loss per share

$
(0.08
)

$
(0.03
)

$
(.07
)

$
(.02
)Basic weighted average common
    shares outstanding


45,198,065



44,018,553



46,423,522



43,289,308    3




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JAG MEDIA
    HOLDINGS, INC. AND SUBSIDIARIES
 CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN
    STOCKHOLDERS DEFICIENCY
    SIX MONTHS ENDED JANUARY 31, 2007 Common Stock


AdditionalNumber of





Paid-In


Unearned


AccumulatedShares


Amount


Capital


Compensation


Deficit


Total(Unaudited)Balance, August 1, 2006


42,896,506


$
429


$
44,209,217


$
(34,870
)

$
(48,670,516
)

$
(4,495,740
)Amortization of unearned,
    stock-based compensation










15,967











15,967Reclassification of deferred
    compensation upon adoption of SFAS 123R










(34,870
)


34,870







Effect of issuance of common stock
    for services


180,000



2



62,198











62,200Shares issued on conversion of
    convertible debentures


4,432,111



44



554,956











555,000Net loss


















(3,631,672
)


(3,631,672
)Balance, January 31, 2007


47,508,617


$
475


$
44,807,468


$



$
(52,302,188
)

$
(7,494,245
)    4




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JAG MEDIA
    HOLDINGS, INC. AND SUBSIDIARIES
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
    SIX MONTHS ENDED JANUARY 31, 2007 AND 2006 2007


2006(Unaudited)Operating activities:Net loss

$
(3,631,672
)

$
(1,332,014
)Adjustments to reconcile net loss
    to net cash used in operating activities:Depreciation


18,053



11,160Amortization of unearned, stock
    based compensation


15,967



26,451Loss on change in value of
    derivative liability


1,997,567



Amortization of debt discount


884,611



27,753Effect of issuance of common stock
    for services


62,200



Amortization of other assets






13,875Changes in operating assets and
    liabilities:Accounts receivable


(1,540
)


(10,770
)Other current assets


9,479



8,018Accounts payable and accrued
    expenses


232,807



675,364Deferred revenues


(928
)


698Net cash used in operating
    activities


(413,456
)


(579,465
)Investing activities:Equipment purchases


(15,545
)


(12,655
)Net decrease in cash and cash
    equivalents


(429,001
)


(592,120
)Cash and cash equivalents,
    beginning of period


450,618



660,865Cash and cash equivalents, end of
    period

$
21,617


$
68,745Supplemental disclosure of noncash
    financing activities:Noncash effect of convertible
    debentures converted to common stock

$
555,000Fair value of fully 
    vested stock options issued to non-employee

$
36,000    5




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Note 1 
    Basis of presentation:
  Form 10-KSB 10-KSB)
             6




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Note 2 
    Net earnings (loss) per share:
      Note 3 
    Income taxes:
   7




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Deferred revenues, net

$
7,000Unearned compensation


72,000Net operating loss carryforwards


12,666,00012,745,000Less valuation allowance


(12,745,000
)Total

$
       Note 4 
    Equity and debt financing agreements with Cornell
    Capital:
         8




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No. 00-19 00-19)
   9




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Note 5 
    Issuances of common stock and stock options:
  Shares
    issued to employees for services:
    Options
    issued for services:
     10




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WeightedWeighted


AverageAverage


Remaining


AggregateExercise


Contractual


IntrinsicShares


Price


Term


ValueOptions outstanding at beginning
    of period


1,420,000


$
0.12Granted


200,000



0.05Exercised


Canceled


Options outstanding at end of
    period


1,620,000


$
0.11



6.15


$
512,000Options exercisable at end of
    period


1,565,000


$
0.08



6.09


$
512,000     Six Months EndedJanuary 31, 2007Risk-free interest rate


6.00
%Dividend yield


0
%Expected life


5 yearsExpected volatility factor


340.64
%    11




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Note 6 
    Litigation:
    Note 7 
    Cryptometrics merger:
             12




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Item 2.
    Managements
    Discussion and Analysis.  Critical
    Accounting Policies and Estimates
      Form 10-KSB,
  Related
    Party Transactions:
    Off-Balance
    Sheet arrangements:
   13




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Results
    of operations:
  Six
    months ended January 31, 2007 as compared to six months
    ended January 31, 2006.
  Six Months Ended January 31,2007


2006


$ ChangeRevenues

$
101,137


$
85,098


$
16,039Operating expenses:Cost of revenues


42,132



44,070



(1,938
)Selling expenses


59,816



24,220



35,596General and administrative expenses


557,508



1,202,799



(645,291
)Totals


659,456



1,271,089



(611,633
)Loss from operations


(558,319
)


(1,185,991
)


627,672Other income (expense):Loss on change in value of
    derivative liability


(1,997,567
)






(1,997,567
)Interest income


95



2,716



(2,621
)Interest expense


(1,075,881
)


(148,739
)


(927,142
)Net loss

$
(3,631,672
)

$
(1,332,014
)

$
(2,299,658
)   Revenues:
    Cost of
    revenues:
      Selling
    expenses:
   14




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General
    and administrative expenses:
    Loss on
    change in value of derivative liability:
    Interest
    expense:
         15




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Three
    months ended January 31, 2007 as compared to three months
    ended January 31, 2006.
  Three Months EndedJanuary 31,2007


2006


$ ChangeRevenues

$
57,806


$
45,075


$
12,731Operating expenses:Cost of revenues


17,482



18,197



(715
)Selling expenses


35,554



14,351



21,203General and administrative expenses


317,819



676,632



(358,813
)Totals


370,855



709,180



(338,325
)Loss from operations


(313,049
)


(664,105
)


351,056Other income (expense):Loss on change in value of
    derivative liability


(2,356,659
)






(2,356,659
)Interest income


20



1,014



(994
)Interest expense


(607,632
)


(74,370
)


(533,262
)Net loss

$
(3,277,320
)

$
(737,461
)

$
(2,539,859
)   Revenues:
    Cost of
    revenues:
    Selling
    expenses:
    General
    and administrative expenses:
    Loss on
    change in value of derivative liability:
   16




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Interest
    expense:
          Liquidity
    and Capital Resources:
           17




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18




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No. 00-19 00-19)
     19




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Seasonality:
    Recent
    Accounting Pronouncements:
    Recent
    Events:
  No. CCP-1 No. CCP-2 No. CCP-3 No. CCP-2 No. CCP-3 No. CCP-4 No. CCP-5
   20




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Item 3.
    Controls
    and Procedures.  (a) Evaluation
    of Disclosure Controls and Procedures:
    (b) Change
    in Internal Control over Financial Reporting:
   PART II



OTHER
    INFORMATION  Item 1.
    Legal
    Proceedings.    Item 2.
    Sales
    of Unregistered Securities and Use of Proceeds.    Item 3.
    Defaults
    Upon Senior Securities.    Item 4.
    Submission
    of Matters to a Vote of Security Holders.    Item 5.
    Other
    Information.    Item 6.
    Exhibits.  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.  21




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SIGNATURES
      By:
    /s/  Thomas
    J. Mazzarisi   Title:
    Chairman of the Board and Chief Executive Officer    By:
    /s/  Stephen
    J. Schoepfer   Title:
    President, Chief Financial Officer, Chief Operating Officer and
    Secretary




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EXHIBIT INDEX
  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.