UNITED
STATES SECURITIES AND EXCHANGE COMMISSION


Washington, D.C.
20549




FORM 10-Q





þ                   Quarterly report under Section 13 or
15(d) of the Securities Exchange Act of 1934





For the quarterly period ended
January 31, 2010.





o                   Transition report under Section 13 or
15(d) of the Exchange Act





For the transition period
from _____________to _____________.




Commission
file number 000-28761




CARDIOGENICS HOLDINGS
INC.


(Exact
name of registrant as specified in its Charter)




Nevada
              
              88-0380546(State
      or other jurisdiction of
              
              (I.R.S.
      Employerincorporation
      or organization)
              
              Identification
      No.)




6295
Northam Drive, Unit 8


Mississauga,
Ontario L4V 1WB


(Address
of Principal Executive Offices)




(905)
673-8501


(Registrant’s
Telephone Number, Including Area Code)




Indicate
by check mark 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 þ      No
o




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
the definitions of “large accelerated filer”, “accelerated filer and “smaller
reporting company” in Rule 12b-2 or the Exchange Act. (Check one):





Large Accelerated filer
                  o
                  Accelerated Filer
                  oNon-Accelerated Filer
                   ̈
                  Smaller Reporting Company
                  þ(Do not check if a smaller reporting company)




Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act)




Yes o      No
þ




Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such
files).




Yes o      No o




As of
January 31, 2010 the Registrant had the following number of shares of its
capital stock outstanding: 218,021,011 shares of Common Stock, 1 share of Series
1 Preferred Voting Stock, par value $0.0001, representing 16 exchangeable shares
of the Registrant’s subsidiary, CardioGenics ExchangeCo Inc., which are
exchangeable into 276,655,415 shares of the Registrant’s Common Stock, 380,931
shares of Series 2 Class B Common Stock and 21,500 shares of Series 3 Class B
Common Stock.










CARDIOGENICS
HOLDINGS INC.




FORM 10-Q




For the Quarter Ended January 31,
2010




INDEX





PagePart I. Financial
    InformationItem 1: Financial Statements
      (Unaudited)Condensed Consolidated Balance Sheets at January
      31, 2010 (Unaudited) and October 31, 2009
                                      4Condensed Consolidated Statements of Operations
      (Unaudited) for the Three Months ended January 31, 2010 and 2009 and
      Cumulative from November 20, 1997 (Date of Inception) to January 31,
      2010
                                      5Condensed Consolidated Statement of Changes in
      Stockholders’ Equity (Unaudited) for the Three Months ended January
      31, 2010
                                      6Condensed Consolidated Statements of Cash
      Flows  (Unaudited) for the Three Months ended January 31, 2010
      and 2009 and Cumulative from November 20, 1997 (Date of Inception) to
      January 31, 2010
                                      7Notes to Condensed Consolidated Financial
      Statements (Unaudited)
                                      8Item 2: Management’s Discussion and
      Analysis
                                      18Item 3: Quantitative and Qualitative Disclosures
      About Market Risk
                                      20Item 4T: Controls and
      Procedures
                                      20







F. Other Information
                                            22Item 1: Legal Proceedings
                                            22Item 1A: Risk Factors
                                            22Item 2: Unregistered Sales of Equity Securities
      and Use of Proceeds
                                            22Item 3: Defaults Upon Senior
      Securities
                                            22Item 4:
                                            22Item 5: Other Information
                                            22Item 6: Exhibits
                                            22Signatures
                                            23EX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATIONS







CardioGenics
Holdings Inc.
 (A
Development Stage Company)
 Condensed
Consolidated Balance Sheets








January
      31,
                      
                      
                      October
      31,2010
                      
                      
                      2009(Unaudited)
                      
                      
                      (Note
      2)AssetsCurrentCash
      and Cash Equivalents
                      
                      $
                      1,859,245
                      
                      
                      $
                      2,388,516Deposits
      and Prepaid Expenses
                      
                      
                      12,295
                      
                      
                      
                      11,996Refundable
      Taxes Receivable
                      
                      
                      6,546
                      
                      
                      
                      14,878Government
      Grants and Investment Tax Credits Receivable
                      
                      
                      179,929
                      
                      
                      
                      175,5542,058,015
                      
                      
                      
                      2,590,944Property
      and Equipment, net
                      
                      
                      47,247
                      
                      
                      
                      54,338Patents,
      net
                      
                      
                      250,227
                      
                      
                      
                      241,980297,474
                      
                      
                      
                      296,318$
                      2,355,489
                      
                      
                      $
                      2,887,262Liabilities
      and Stockholders' EquityCurrent
      LiabilitiesAccounts
      Payable and Accrued Expenses
                      
                      $
                      480,554
                      
                      
                      $
                      651,037Due
      to Director
                      
                      
                      197,690
                      
                      
                      
                      147,102Debentures
      Payable
                      
                      —
                      
                      
                      
                      25,000Liabilities
      of Discontinued Operations
                      
                      
                      100,000
                      
                      
                      
                      100,000778,244
                      
                      
                      
                      923,139Mandatorily
      redeemable Class B common stock; par value $.00001 per share: 400,000
      shares designated as series 2; 381,749 shares issued and
      outstanding
                      
                      
                      4
                      
                      
                      
                      440,000
      shares designated as series 3; 21,500 shares issued and
      outstanding
                      
                      —
                      
                      
                      —4
                      
                      
                      
                      4Commitments
      and contingenciesStockholders'
      EquityPreferred
      stock; par value $.0001 per share, 50,000,000 shares authorized, none
      issued
                      
                      —
                      
                      
                      —Common
      stock; par value $.00001 per share; 650,000,000 shares authorized,
      218,021,011 and 217,671,011 common shares and 276,655,415 and 276,655,415
      exchangeable shares issued and outstanding as at January 31, 2010 and
      October 31, 2009 respectively
                      
                      
                      4,947
                      
                      
                      
                      4,943Additional
      paid-in capital
                      
                      
                      35,588,270
                      
                      
                      
                      35,539,274Deficit
      accumulated during development stage
                      
                      
                      (33,742,980
                      )
                      
                      
                      (33,260,283
                      )Accumulated
      other comprehensive loss
                      
                      
                      (269,472
                      )
                      
                      
                      (319,815
                      )Total
      CardioGenics Holdings Inc.stockholders' equity
                      
                      
                      1,580,765
                      
                      
                      
                      1,964,119Non-controlling
      interest
                      
                      
                      (3,524
                      )
                      
                      —Total
      equity
                      
                      
                      1,577,241
                      
                      
                      
                      1,964,119Total
      liabilities and stockholders' equity
                      
                      $
                      2,355,489
                      
                      
                      $
                      2,887,262





See notes
to condensed consolidated financial statements.


4


CardioGenics
Holdings Inc.
 (A
Development Stage Company)
 Condensed
Consolidated Statements of Operations (unaudited)
 For
the Three Months Ended January 31, 2010 and 2009 and
 Cumulative
from November 20, 1997 (Date of Inception) to January 31,
2010





CumulativeFromNovember 20,1997(Date ofFor the three months Ended
                  
                  
                  Inception) toJanuary 31,
                  
                  
                  January 31,2010
                  
                  
                  2009
                  
                  
                  2010Operating
      ExpensesAmortization
      of Property and Equipment
                  
                  $
                  7,091
                  
                  
                  $
                  6,148
                  
                  
                  $
                  167,199Amortization
      of Patent Application Costs
                  
                  
                  996
                  
                  
                  
                  —
                  
                  
                  
                  5,177Write-off
      of Patent Application Costs
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  53,731General
      and Administrative
                  
                  
                  291,454
                  
                  
                  
                  24,543
                  
                  
                  
                  3,320,676Write-off
      of Goodwill
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  12,780,214Research
      and Product Development, Net of Investment Tax Credits
                  
                  
                  132,810
                  
                  
                  
                  31,494
                  
                  
                  
                  2,728,526Total
      operating expenses and operating loss
                  
                  
                  432,351
                  
                  
                  
                  62,185
                  
                  
                  
                  19,055,523Other
      Expenses (Income)Interest
      Expense and Bank Charges (Net)
                  
                  
                  (2,650
                  )
                  
                  
                  60,764
                  
                  
                  
                  2,083,685Loss
      on Change in Value of Derivative Liability
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  12,421,023Loss
      on Foreign Exchange Transactions
                  
                  
                  19,165
                  
                  
                  
                  —
                  
                  
                  
                  33,511Total
      other expenses (income)
                  
                  
                  16,515
                  
                  
                  
                  60,764
                  
                  
                  
                  14,538,219Loss
      from Continuing Operations
                  
                  
                  (448,866
                  )
                  
                  
                  (122,949
                  )
                  
                  
                  (33,593,742
                  )Discontinued
      OperationsLoss
      from Discontinued Operations
                  
                  
                  (37,355
                  )
                  
                  
                  —
                  
                  
                  
                  (152,762
                  )Net
      Loss
                  
                  
                  (486,221
                  )
                  
                  
                  (122,949
                  )
                  
                  
                  (33,746,504
                  )Net
      Loss attributed to non-controlling interest
                  
                  
                  (3,524
                  )
                  
                  
                  —
                  
                  
                  
                  (3,524
                  )Net
      Loss attributed to CardioGenics Holdings Inc.
                  
                  $
                  (482,697
                  )
                  
                  $
                  (122,949
                  )
                  
                  $
                  (33,742,980
                  )Basic
      and Fully Diluted Net Loss per Common Share attributable to CardioGenics
      Holdings Inc. Shareholders
                  
                  $
                  (0.00
                  )
                  
                  $
                  (0.00
                  )Weighted-average
      shares of Common Stock outstanding
                  
                  
                  494,375,879
                  
                  
                  
                  286,197,117





See notes
to condensed consolidated financial statements.


5




CarioGenics
Holdings Inc.


(A
Development Stage Company)


Condensed
Consolidated Statement of Changes in Stockholders' Equity
(unaudited)


For
the three months ended January 31, 2010




DeficitAccumulatedDuring
              
              
              AccunulatedAdditional
              
              
              the
              
              
              Other
              
              
              
              
              
              TotalCommon
      Stock
              
              
              Paid-in
              
              
              Development
              
              
              Comprehensive
              
              
              Noncontrolling
              
              
              Stockholders'Shares
              
              
              Amount
              
              
              Capital
              
              
              Stage
              
              
              Income (Loss)
              
              
              Interest
              
              
              EquityBalance
      November 1, 2009
              
              
              494,326,426
              
              
              $
              4,943
              
              
              $
              35,539,274
              
              
              $
              (33,260,283
              )
              
              $
              (319,815
              )
              
              
              
              
              
              $
              1,964,119Issuance
      of common shares in exchange for services rendered January 2010,
      $.14
              
              
              350,000
              
              
              
              4
              
              
              
              48,996
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              49,000Net
      loss attributable to noncontrolling
      interest
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (3,524
              )
              
              
              (3,524
              )Comprehensive
      Income (Loss):Net
      Loss
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (482,697
              )
              
              
              
              
              
              
              
              
              
              
              (482,697
              )Other
      Comprehensive IncomeCurrency
      Translation Adjustment
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              50,343
              
              
              
              
              
              
              
              50,343Total
      Comprehensive (Loss)
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (432,354
              )Balance
      at January 31, 2010
              
              
              494,676,426
              
              
              $
              4,947
              
              
              $
              35,588,270
              
              
              $
              (33,742,980
              )
              
              $
              (269,472
              )
              
              $
              (3,524
              )
              
              $
              1,577,241




See notes
to condensed consolidated financial statements.


6


CardioGenics
Holdings Inc.


(A
Development Stage Company)


Condensed
Consolidated Statements of Cash Flows (unaudited)


Three
Months Ended January 31, 2010 and 2009 and


Cumulative
from November 20, 1997 (Date of Inception) to January 31, 2010








Cumulative fromNovember 20, 1997Three Months Ended
                            
                            
                            (Date of Inception)January 31
                            
                            
                            To January 31,2010
                            
                            
                            2009
                            
                            
                            2010Cash
      flows from operations activitiesNet
      Loss for the Period
                            
                            $
                            (482,697
                            )
                            
                            $
                            (122,949
                            )
                            
                            $
                            (33,742,980
                            )Adjustments
      to reconcile net loss for the period to net cash used in operating
      activitiesAmortization
      of Property and Equipment
                            
                            
                            7,091
                            
                            
                            
                            6,148
                            
                            
                            
                            167,199Amortization
      of Patent Application Costs
                            
                            
                            996
                            
                            
                            
                            —
                            
                            
                            
                            5,177Write-off
      of Patent Application Costs
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            53,731Write-off
      of Goodwill
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            12,780,214Amortization
      of Deferred Debt Issuance Costs
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            511,035Loss
      on Extinguishment of Debt
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            275,676Non-Controlling
      interest
                            
                            
                            3,524
                            
                            
                            
                            
                            
                            
                            
                            3,524Loss
      on Change in Value of Derivative Liability
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            12,421,023Interest
      Accrued and Foreign Exchange Loss on Debt
                            
                            
                            —
                            
                            
                            
                            38,972
                            
                            
                            
                            922,539Unrealized
      Foreign Currency Exchange Gains
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            25,092Beneficial
      Conversion Charge included inInterest
      Expense
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            452,109Common
      Stock Issued as Employee orOfficer/Director
      Compensation
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            2,508,282Common
      Stock Issued for Services Rendered
                            
                            
                            49,000
                            
                            
                            
                            —
                            
                            
                            
                            451,312Stock
      Options Issued for Services Rendered
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            192,238Stock
      Options Issued to Directors and Committee
      Chairman
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            54,582Changes
      in Operating Assets and Liabilities, Net of AcquisitionDeposits
      and Prepaid Expenses
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            (11,207
                            )Refundable
      Taxes Receivable
                            
                            
                            8,702
                            
                            
                            
                            —
                            
                            
                            
                            (5,312
                            )Investment
      Tax Credits Receivable
                            
                            
                            —
                            
                            
                            
                            (50,958
                            )
                            
                            
                            (155,502
                            )Accounts
      Payable and Accrued Expenses
                            
                            
                            (175,211
                            )
                            
                            
                            22,806
                            
                            
                            
                            (192,072
                            )Advances
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            131Net
      cash used in operating activities
                            
                            
                            (595,643
                            )
                            
                            
                            (105,981
                            )
                            
                            
                            (3,290,257
                            )Cash
      flows from investing activitiesCash
      Acquired from Acquisition
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            195,885Purchase
      of Property and Equipment
                            
                            
                            —
                            
                            
                            
                            (262
                            )
                            
                            
                            (193,366
                            )Patent
      Application Costs
                            
                            
                            (9,243
                            )
                            
                            
                            (1,799
                            )
                            
                            
                            (268,958
                            )Net
      cash used in investing activities
                            
                            
                            (9,243
                            )
                            
                            
                            (2,061
                            )
                            
                            
                            (266,439
                            )Cash
      flows from financing activitiesDue
      to Director
                            
                            
                            45,782
                            
                            
                            
                            —
                            
                            
                            
                            918,214Issue
      of Debentures
                            
                            
                            —
                            
                            
                            
                            371,333
                            
                            
                            
                            1,378,305Issue
      of Common Shares on Exercise of Stock options
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            31Issue
      of Common Shares for Cash
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            3,568,847Redemption
      of 10% Senior Convertible Debentures
                            
                            
                            (25,000
                            )
                            
                            
                            (369,972
                            )
                            
                            
                            (394,972
                            )Net
      cash provided by financing activities
                            
                            
                            20,782
                            
                            
                            
                            1,361
                            
                            
                            
                            5,470,425Effect
      of foreign exchange on cash and cash equivalents
                            
                            
                            54,833
                            
                            
                            
                            (16,259
                            )
                            
                            
                            (54,484
                            )Cash
      and Cash EquivalentsIncrease
      (decrease) in cash and cash equivalents during the period
                            
                            
                            (529,271
                            )
                            
                            
                            (115,776
                            )
                            
                            
                            1,859,245Beginning
      of Period
                            
                            
                            2,388,516
                            
                            
                            
                            253,872
                            
                            
                            
                            —End
      of Period
                            
                            $
                            1,859,245
                            
                            
                            $
                            138,096
                            
                            
                            $
                            1,859,245


See notes
to condensed consolidated financial statements.


7




CardioGenics
Holdings Inc.
 (A
Development Stage Company)
 Notes To
Condensed Consolidated Financial Statements (unaudited)


As of January 31, 2010 and
2009


1.
            Nature
      of Business





CardioGenics
Inc. (“CardioGenics”) was incorporated on November 20, 1997 in the Province of
Ontario, Canada, and carries on the business of development and
commercialization of diagnostic test products to the In Vitro Diagnostics
testing market. CardioGenics has several test products that are in various
stages of development.





CardioGenics’
business is that of a development-stage company, with a limited history of
operations and whose revenues, to date, have been primarily comprised of grant
revenue and Scientific Research Tax Credits from government agencies. There can
be no assurance that the Company will be successful in obtaining regulatory
approval for marketing of any of the existing or future products that the
Company will succeed in developing.





On
July 31, 2009, CardioGenics acquired the business of JAG Media Holdings, Inc.
(“JAG Media”)(see Note 4).The business acquired is
that of gathering and compiling financial and investment information from
various financial institutions and other Wall Street professionals. Revenues of
the acquired business of JAG Media are generated by releasing such financial
information to subscribers in a consolidated format on a timely basis through
facsimile transmissions and a web site. Further, software focused on streaming
video solutions was acquired through the acquisition of JAG Media by
CardioGenics. Historically, further development of this software has been
limited as a result of JAG Media’s lack of financial resources.





References
herein to CardioGenics common shares has been retrospectively adjusted to
reflect the exchange ratio of 20.957 established in the Share Purchase
Agreement.





On
October 27, 2009, the name of the Company was changed from JAG Media Holdings,
Inc. to CardioGenics Holdings Inc.





2.
            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 condensed consolidated financial
position of CardioGenics Holdings Inc. and its subsidiaries as of January 31,
2010, their results of operations for the three months ended January 31 2010 and
2009 and the period from November 20, 1997 (date of inception) to January 31,
2010, changes in stockholders’ equity for the three months ended January 31,
2010, and cash flows for the three months ended January 31 2010 and 2009 and the
period from November 20, 1997 (date of inception) to January 31,
2010.  CardioGenics Holdings Inc and its subsidiaries are referred to
together herein as the “Company”.  Pursuant to rules and regulations
of 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 October 31, 2009 and 2008 (the “Audited
Financial Statements”) included in the Company’s Form 10-K that was previously
filed with the SEC on February 16, 2010 and from which the October 31, 2009
consolidated balance sheet was derived.





The
results of the Company’s operations for the three months ended January 31, 2010
are not necessarily indicative of the results of operations to be expected for
the full year ending October 31, 2010.




The
accompanying condensed consolidated financial statements have been prepared
using the accounting principles generally accepted in the United States of
America applicable to a going concern, which contemplates the realization of
assets and the satisfaction of liabilities and commitments in the normal course
of business.





The
Company has incurred operating losses and has experienced negative cash flows
from operations since inception.  The Company has an accumulated
deficit at January 31, 2010 of approximately $33.7 million. The Company has not
yet established an ongoing source of revenues sufficient to cover its operating
costs and to allow it to continue as a going concern.  The Company has
funded its activities to date almost exclusively from debt and equity
financings. These conditions raise substantial doubt about the Company’s ability
to continue as a going concern.


8





The
Company will continue to require substantial funds to continue research and
development, including preclinical studies and clinical trials of its products,
and to commence sales and marketing efforts, if the FDA and other regulatory
approvals are obtained. In order to meet its operating cash flow requirements,
Management’s plans include financing activities such as private placements of
its common stock and issuances of convertible debt instruments. Management is
also actively pursuing industry collaboration activities including product
licensing and specific project financing.





While the
Company believes it will be successful in obtaining the necessary financing to
fund its operations, meet revenue projections and manage costs, there are no
assurances that such additional funding will be achieved and that it will
succeed in its future operations. The accompanying condensed consolidated
financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts or amounts of
liabilities that might be necessary should the Company be unable to continue in
existence.





3.
            Summary of Significant
      Accounting Policies.





(a)
            Research
      and Development Costs


Expenditures
for research and development are expensed as incurred and include, among other
costs, those related to the production of prototype products, including payroll
costs. Amounts expected to be received from governments under Scientific
Research Tax Credit arrangements are offset against current
expenses.  The Company recognizes revenue from restricted grants in
the period in which the Company has incurred the expenditures in compliance with
the specific restrictions.





(b)
            Net
      Loss Per Common Share


Basic
loss per share is computed by dividing loss available to common stockholders by
the weighted average number of common shares outstanding during the period.
Diluted earnings (loss) per share gives effect to all dilutive potential common
shares outstanding during the period. The computation of diluted earnings (loss)
per share does not assume conversion, exercise or contingent exercise of
securities that would have an anti-dilutive effect on earnings (loss) per
share.





(c)
            Use
      of Estimates


The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the dates of
the financial statements and the reported amounts of revenues and expenses
during the reporting periods. Actual results could differ from those
estimates.  By their nature, these estimates are subject to
uncertainty and the effect on the consolidated financial statements of changes
in such estimates in future periods could be material.




(d)
            Discontinued
      Operations


As a
result of the sale of JAG Media, certain reclassifications of assets,
liabilities, revenues costs and expenses have been made to the prior period
condensed consolidated financial statements to conform to the January 31, 2010
financial statement presentation.  Specifically, we have reclassified
the results of operations of JAG Media for all periods presented to discontinued
operations within the statement of operations.  In addition, the
liabilities of JAG Media have been reclassified to liabilities of discontinued
operations.





(e)
            Financial
      Instruments


The
carrying values of cash and cash equivalents, and accounts payable approximate
their fair values due to their short-term nature.  Debentures
approximate their fair value based upon the borrowing rates available for the
nature of the underlying debt.





(f)
            Effects
      of Recent Accounting Pronouncements


In
December 2007, “Non-controlling Interest in Consolidated Financial Statements”
was pronounced, which will change the accounting and reporting for minority
interests, which will be re-characterized as non-controlling interests and
classified as a component of equity within the consolidated balance
sheets.  This pronouncement is effective as of the beginning of the
first fiscal year beginning on or after December 15, 2008.  Earlier
adoption is prohibited.  The adoption of this pronouncement has had
minimal impact on the Company’s consolidated financial position, results of
operations or cash flows.


9





In May
2008, “Accounting for Convertible Debt Instruments That May Be Settled in Cash
upon Conversion (Including Partial Cash Settlements)” was pronounced. This
requires a portion of this type of convertible debt to be recorded as equity and
to record interest expense on the debt portion at a rate that would have been
charged on nonconvertible debt with the same terms. This pronouncement takes
effect in the first quarter of fiscal years beginning after December 15, 2008
and will be applied retrospectively for all periods presented. It will be
effective for the Company on November 1, 2009. The adoption did not have any
effect on its consolidated financial statements.





In
October 2009, the FASB issued guidance related to revenue recognition for
arrangements with multiple deliverables. This guidance eliminates the residual
method of allocation and requires the relative selling price method when
allocating deliverables of a multiple deliverable revenue arrangement. The
determination of the selling price for each deliverable requires the use of a
hierarchy designed to maximize the use of available objective evidence
including, vendor specific objective evidence, third party evidence of selling
price, or estimated selling price. The guidance is effective prospectively for
revenue arrangements entered into or materially modified in fiscal years
beginning on or after June 15, 2010, and must be adopted in the same period
using the same transition method. If adoption is elected in a period other than
the beginning of a fiscal year, the amendments in these standards must be
applied retrospectively to the beginning of the fiscal year. Full retrospective
application of these amendments to prior fiscal years is optional. Early
adoption of these standards may be elected. The Company is currently evaluating
the impact of this new accounting standard on the consolidated financial
statements.





On
November 1, 2009, the Company adopted authoritative accounting guidance that
requires the ownership interests in subsidiaries held by parties other than the
parent, and income attributable to those parties, be clearly identified and
distinguished in the parent’s consolidated financial
statements.  Consequently, the Company’s non-controlling interest is
disclosed as a separate component of the Company’s consolidated equity on the
balance sheet.  Further, earnings and other comprehensive income are
separately attributed to both the controlling and non-controlling
interests.  Earnings per share is calculated based on net income
attributable to the Company’s controlling interest.





4.
              Acquisition





On July
31, 2009, the Company completed a reverse acquisition of privately held
CardioGenics Inc. (“CardioGenics”), an Ontario, Canada Corporation. The
acquisition was effected pursuant to a Share Purchase Agreement dated May 22,
2009 by and among the Company, CardioGenics Inc. and CardioGenics ExchangeCo
Inc., the Company’s wholly owned subsidiary (“ExchangeCo”). In accordance with
the terms of the Share Purchase Agreement, 99% of the holders of common shares
of CardioGenics Inc. (two (2) minority shareholders of CardioGenics Inc. holding
in aggregate173,869
common shares of CardioGenics Inc. did not participate) surrendered their
CardioGenics Common Shares. CardioGenics Inc. caused the Company to issue to
ExchangeCo or CardioGenics’ shareholders 422,183,610 shares of the Company’s
common stock, par value $0.00001 (the “Share Consideration”). The CardioGenics
Inc.’s shareholders had the option to receive their pro-rata allocation of the
Share Consideration in the form of (a) the Company’s common stock (the “JAG
Consideration Shares”) or (b) exchangeable shares of ExchangeCo. Inc., which
shares shall be exchangeable at any time after July 31, 2009 into a number of
shares of the Company’s common stock equal to such shareholders’ pro rata
allocation of the Share Consideration (the “Exchangeable Shares”). The
Exchangeable Shares have the same voting rights, dividend entitlements and other
attributes as JAG Media common stock. Exchangeable Shares will automatically be
exchanged for JAG Media common stock five years from July 31, 2009, and in
certain other events. The Share Consideration provides the former CardioGenics
shareholders with direct and/or indirect ownership of approximately 85% of JAG
Media’s outstanding common stock (on a fully diluted basis) as of July 31,
2009.





On July
31, 2009, 145,528,195 common shares of JAG Media were issued to former
shareholders of CardioGenics and 276,655,415 common shares of JAG Media were
issued to ExchangeCo. These shares are not registered for resale and, therefore,
shall remain subject to the rights and restrictions of Rule 144. All
Exchangeable Shares received by the CardioGenics shareholders in exchange for
their CardioGenics Common Shares (and any JAG Media common stock into which such
Exchangeable Shares may be exchanged) shall not be registered for resale prior
to six (6) months following July 31, 2009 and, therefore, shall remain subject
to the rights and restrictions of Rule 144 prior to any such
registration.


10





The Share
Consideration provided the CardioGenics Inc.’s shareholders with direct and/or
indirect ownership of approximately 85% of the Company’s outstanding common
stock (on a fully diluted basis) as of July 31, 2009. Based on the five-day
average price of the Company’s common stock of $0.16 per share, the purchase
price approximated was $11,573,536, plus approximately $342,880 of acquisition
costs plus the fair value of options and warrants assumed of
$644,806.





A summary
of the purchase price allocation is as follows:





Common
      stock issued
                      
                      $
                      11,573,536Acquisition
      costs incurred
                      
                      
                      342,880Fair
      value of options and warrants assumed
                      
                      
                      644,806Total
      purchase price
                      
                      $
                      12,561,222





The
purchase price has been allocated as follows based on the fair values of the
assets and liabilities acquired:





Cash
                  
                  $
                  195,885Accounts
      Payable
                  
                  
                  (386,177
                  )Derivative
      liability for warrants assumed
                  
                  
                  (28,700
                  )Goodwill
                  
                  
                  12,780,214Total
                  
                  $
                  12,561,222





The
following pro forma consolidated financial information presents the combined
results of operations of JAG Media Holdings, Inc. and CardioGenics, Inc. as if
the acquisition had occurred as of November 1, 2008, after giving effect to
certain adjustments, including the issuance of JAG Media Holdings, Inc. common
stock as part of the purchase price. For the purpose of this pro forma
presentation, both JAG Media Holdings, Inc.’s and CardioGenics, Inc.’s financial
information is presented for the three months ended January 31, 2009. The pro
forma condensed consolidated financial information does not necessarily reflect
the results of operations that would have occurred had JAG Media Holdings, Inc.
and CardioGenics, Inc. been a single entity during such periods.





Three Months
                        January 31,
      2009Revenues
                      
                      $
                      41,653Net
      Loss
                      
                      $
                      (546,758
                      )Weighted-average
      shares ofCommon
      stock outstanding:Basic
      and diluted
                      
                      
                      286,197,117Basic
      and diluted net loss per common share
                      
                      $
                      0.00





5.
            Due
      to Director





The
amount due to a director is due on demand and carries no interest.  On
July 31, 2009, $885,000 due to a director was converted to 23,778,126 common
shares of JAG Media. A beneficial conversion charge of $117,109 was credited
against Additional Paid-in Capital. Accrued interest to July 31, 2009 on the
director’s loan of $108,635 was converted to 2,185,522 common shares of JAG
Media at the same time.





On
January 28, 2009, the Company issued to a director and an officer of the Company
a new series of Debentures in the amount of $371,333.  The Debentures
were for a term of two years and carry interest at 10% per annum.  At
July 31, 2009, the holders of the debentures exchanged the debentures, plus
accrued interest, for 17,017,084 common shares of JAG Media common stock. A
beneficial conversion charge of $335,000 was credited against additional paid-in
capital.


11





6.
            Income
      Taxes





The
Company adopted the provisions of the guidance for uncertainty in income taxes
on August 1, 2007. The guidance clarifies the accounting for uncertainty in
income taxes recognized in an enterprise’s financial statement, and prescribes a
recognition threshold and measurement process for financial statement
recognition and measurement of a tax position taken or expected to be taken in a
tax return. It also provides guidance on derecognition classification, interest
and penalties accounting in interim periods disclosure and
transition.





Based on
the Company’s evaluation, management has concluded that there are no significant
tax positions requiring recognition in the condensed consolidated financial
statements.





The
Company has incurred losses in Canada since inception, which have generated net
operating loss carryforwards for income tax purposes.  The net
operating loss carryforwards arising from Canadian sources as of January 31,
2010, approximated $6,790,000 (2009 - $3,020,000) which will expire from 2014
through 2030.





All
fiscal years except 2009 have been assessed; however, claims relating to
research and development credits are open for review for the fiscal years ended
October 2009, 2008 and 2007.





As of
January 31, 2010, the Company had net operating loss carryforwards from US
sources of approximately $40,231,000 available to reduce future Federal taxable
income which will expire from 2019 through 2030.





For the
three months ended January 31, 2010 and 2009, the Company’s effective tax rate
differs from the statutory rate principally due to the net operating losses for
which no benefit was recorded.





7.
            Debentures
      Payable





Current
convertible debentures consist of:





January 31,
                    2010
                  
                  
                  October 31,
                    200910%
      Senior Convertible Debentures
                  
                  $
                  —
                  
                  
                  $
                  25,000





The
debenture was repaid in December 2009.





8.
            Stock
      Based Compensation





The
Company follows the guidance for stock-based compensation. Stock-based employee
compensation related to stock options for the three months ended January 31,
2010 and 2009 amounted to $-0-.





The fair
value of each option granted is estimated on grant date using the Black-Scholes
option pricing model which takes into account as of the grant date the exercise
price and expected life of the option, the current price of the underlying stock
and its expected volatility, expected dividends on the stock and the risk-free
interest rate for the term of the option.  The Company granted to a
consultant 300,000
stock options during the year ended October 31, 2009 and no stock options during
the three months ended January 31, 2010.





The
following is a summary of the common stock options granted, forfeited or expired
and exercised under the Plan:


12





WeightedAverageExerciseOptions
                                          
                                          
                                          PriceOutstanding
      - October 31, 2008
                                          
                                          
                                          9,901,198
                                          
                                          
                                          $
                                          0.02Granted
                                          
                                          
                                          —
                                          
                                          
                                          
                                          —Forfeited/expired
                                          
                                          
                                          (4,191,400
                                          )
                                          
                                          $
                                          0.06Exercised
                                          
                                          
                                          (5,709,798
                                          )
                                          
                                          
                                          0.05Assumed
      upon JAG Media acquisition
                                          
                                          
                                          2,750,000
                                          
                                          
                                          $
                                          0.25Granted
                                          
                                          
                                          300,000
                                          
                                          
                                          $
                                          0.09Outstanding
      – October 31, 2009
                                          
                                          
                                          3,050,000
                                          
                                          
                                          $
                                          0.23Granted
                                          
                                          
                                          —
                                          
                                          
                                          
                                          —Forfeited/Expired
                                          
                                          
                                          —
                                          
                                          
                                          
                                          —Exercised
                                          
                                          
                                          —
                                          
                                          
                                          
                                          —Outstanding
      – January 31, 2010
                                          
                                          
                                          3,050,000
                                          
                                          
                                          $
                                          0.23





Options
typically vest immediately at the date of grant.  As such, the Company
does not have any unvested options or unrecognized compensation expense at
January 31, 2010.





9.
            Stockholders’
      Equity





Comprehensive
Loss


Comprehensive
loss, which includes net loss from the change in the foreign currency
translation account, for the three months ended January 31, 2010 and 2009,
respectively, is as follows:





For the Three Months Ended
                            January 31,2010
                          
                          
                          2009Net
      (Loss)
                          
                          
                          (482,697
                          )
                          
                          
                          (122,949
                          )Currency
      translation adjustment
                          
                          
                          50,343
                          
                          
                          
                          79,392Comprehensive
      (Loss)
                          
                          $
                          (432,354
                          )
                          
                          $
                          (43,557
                          )




13





January 31,
                        2010
                      
                      
                      October 31,
                        2009WarrantsIssued
      to subscribers to the debenture financing of 2003 and its related
      extension entitling the holder to purchase 1 common share of the Company
      at an exercise price of $0.047 per common share up to and including July
      31, 2012
                      
                      
                      21,218,082
                      
                      
                      
                      21,218,082Issued
      to subscribers to the debenture financing of 2004 and its related
      extension entitling the holder to purchase 1 common share in the Company
      at an exercise price of $0.047 per common share up to and including July
      31, 2012
                      
                      
                      10,436,586
                      
                      
                      
                      10,436,586Issued
      to agents for the debenture financings of 2003 and 2004 entitling the
      holder to  purchase 1 common share in the Company at an exercise
      price of $0.047 per common share up to and including July 31,
      2012
                      
                      
                      2,084,174
                      
                      
                      
                      2,084,174Issued
      to former employee entitling the holder to purchase 1 common share in the
      Company at an exercise price of $0.047 per common share up to and
      including July 31, 2012
                      
                      
                      1,362,205
                      
                      
                      
                      1,362,205Issued
      to Consultants July 31, 2009, entitling the holder to purchase 1 common
      share of the Company at an exercise price of $0.09 per share up to and
      including July 31, 2012
                      
                      
                      1,047,850
                      
                      
                      
                      1,047,850Issued
      to consultant August 1, 2009, entitling the holder to purchase 1 common
      share in the Company at an exercise price of $0.09 per common share up to
      and including July 31, 2017
                      
                      
                      2,870,848
                      
                      
                      
                      2,870,848Total
      Warrants outstanding
                      
                      
                      39,019,745
                      
                      
                      
                      39,019,745





As of
July 31, 2009, the conversion of the warrants would result in the issuance of
common shares in excess of the number of common shares authorized.  The
Company determined that, based on the guidance on derivative financial
instruments indexed to, and potentially settled in a Company’s own stock, the Company would be prohibited
from concluding that it would have a sufficient number of authorized and
unissued shares to net-share settle any of those warrants or any other warrants
or options previously issued or granted to non-employees. Therefore, as of the
date of the reverse acquisition, the Company recorded the related fair value of
all warrants issued with prior debentures previously issued to non-employees as
a liability. Subsequent changes in the fair value of such options and warrants
at the end of each reporting period were to be recorded as charges or credits to
the Company’s results of operations.  On September 30, 2009, the
Company’s authorized share capital was amended to increase the number of
authorized common shares to 650,000,000.  At that time the outstanding
options and warrants were re-valued with the subsequent valuation of $13,501,360
re-classified to additional paid-in capital.


14





At July
31, 2009, the Company assumed the remainder of warrants dated May 24, 2006
entitling YA Global to purchase 250,000 shares of the Company’s common stock for
$0.40 per share.  These warrants were exercised August 5,
2009.





10.
            Standby
      Equity Distribution Agreement





On March
12, 2009, the Company and YA Global Master SPV Ltd. (“YA Ltd”) entered into a
Standby Equity Distribution Agreement (The “SEDA”) pursuant to which YA Ltd
agreed to purchase up to $5,000,000 of the Company’s common stock (the
“Commitment Amount”) over the course of the thirty-six (36) months following the
date the registration statement for the shares to be issued pursuant to the SEDA
is first declared effective (the “Commitment Period”). The Company shall have
the right, but not the obligation, to sell common stock to YA Ltd during the
Commitment Period. Each right to sell common stock to YA Ltd is an “Advance”
under the SEDA.





In order
to request an Advance under the SEDA, the Company must submit a written notice
to YA Ltd specifying the amount of the Advance (an “Advance Notice”). An Advance
Notice may be delivered to YA Ltd every five (5) trading days. The common stock
issued to YA Ltd in connection with each Advance Notice shall be issued at a
purchase price equal to 95% of the lowest Volumes Weighted Average Price
(“VWAP”) during the five trading days immediately following the date of the
Advance Notice, as reported by Bloomberg, L.P. In addition, (i) each Advance may
not exceed $250,000; (ii) the aggregate amount of the Advances pursuant to the
SEDA shall not exceed the Commitment Amount; and, (iii) in no event shall the
number of shares of common stock issuable to YA Ltd pursuant to an Advance cause
the aggregate number of shares of common stock beneficially owned by YA Ltd and
its affiliates to exceed 9.99% of the then outstanding common stock of the
Company. Further, the Company’s common stock being authorized for quotation on a
“Principal Market,” which is defined as the NASDAQ Global Select Market, the
NASDAQ Global Market, the NASDAQ Capital Market, the NYSE Euronext or the OTC
Bulletin Board of the New York Stock Exchange, shall be a condition to any
Advance. Each Advance shall also be subject to such additional terms and
conditions as are set forth in the SEDA. On the 11th trading
day following the completion of the Commencement Date, as defined in the
Registration Rights Agreement (the “Commencement Date”), the Company shall issue
to YA Ltd, as a commitment fee, shares of the Company’s common stock in an
amount equal to $250,000 divided by the average of the VWAP for each of the ten
(10) trading days following the effective date of the Acquisition (the
“Commitment Fee Shares”). The Commitment Fee Shares shall be included on any
registration statement filed by the Company after the date of the SEDA, unless
such shares may be resold without any limitation pursuant to Rule
144.





On March
12, 2009, concurrent with the execution of the SEDA, the Company and YA Ltd also
entered into a Registration Rights Agreement (the “Registration Rights
Agreement”) pursuant to which the Company agreed to register the shares of the
Company’s common stock to be issued in connection with the SEDA (the
“Registrable Securities”). The Company may not file the registration statement
for the Registrable Securities (the “Registration Statement”) prior to the tenth
(10th)
trading day following the Commencement Date and the Company shall not have the
ability to make any Advances under the SEDA until the Registration Statement is
declared effective. The Company shall cause the Registration Statement that has
been declared effective to remain effective at all times until all Registrable
Securities under the Registration Statement cease to be Registrable Securities.
Once issued, Registrable Securities cease to be Registrable Securities when (i)
such Registrable Securities have been disposed of pursuant to the Registration
Statement; (ii) such Registrable Securities have been sold under circumstances
under which all of the applicable conditions of Rule 144 ( or any similar
provision there in force) are met; or, (iii) in the opinion of counsel to the
Company such Registrable Securities may permanently be sold without registration
and without any time, volume or manner limitations pursuant to Rule
144.


15





11.           Issuance
of Common Stock





During
the three months ended January 31, 2010, the Company issued the following common
shares:





Three Months Ended
                    January 31, 2010# of shares
                  
                  
                  AmountIssuance
      to third parties for services rendered
                  
                  
                  350,000
                  
                  
                  $
                  49,000








12.
            Net
      Loss per Share





The
following table sets forth the computation of weighted-average shares
outstanding for calculating basic and diluted earnings per share
(EPS):


Three Months Ended
                    January 31,2010
                  
                  
                  2009Weighted-average
      shares - basic
                  
                  
                  494,375,879
                  
                  
                  
                  286,197,117Effect
      of dilutive securities
                  
                  
                  —
                  
                  
                  
                  —Weighted-average
      shares - diluted
                  
                  
                  494,375,879
                  
                  
                  
                  286,197,117





Basic
earnings per share “EPS” and diluted EPS for the three months ended January 31,
2010 and 2009 have been computed by dividing the net loss available to common
stockholders for each respective period by the weighted average shares
outstanding during that period. All outstanding options, warrants and shares to
be issued upon the exercise of the outstanding options and warrants representing
42,069,745 and 45,002,245 incremental shares, respectively, have been excluded
from the three months ended January 31, 2010 and 2009 computation of diluted EPS
as they are antidilutive given the net losses generated.





13.
            Commitments
      and Contingent Liabilities





Lawsuits


a)
            On
      April 22, 2009, the Company was served with a statement of claim from a
      former employee claiming compensation for wrongful dismissal and ancillary
      causes of action including payment of monies in realization of his
      investment in the Company, with an aggregate claim of
      $514,000.  The Company considers all the claims to be without
      any merit, has already delivered a statement of defense and intends to
      vigorously defend the action.  If the matter eventually proceeds
      to trial, the Company does not expect to be found liable on any ground or
      for any cause of action.





b)
            On
      June 22, 2009, the Company received a letter from a former advisor, Flow
      Capital Advisors, Inc. (“Flow Capital”), with regards to a
      Non-Circumvention Agreement dated July 16, 2004 and a Finder’s Fee
      Agreement dated December 13, 2004 with said former advisor. The letter
      states that the Company has breached said agreements insofar as the
      transaction between CardioGenics Inc. and the Company is concerned and
      advising that said former advisor is entitled to payment of 8% of the
      transaction value in accordance with the terms of the Finder’s Fee
      Agreement. The Company’s lawyers have written to said former advisor
      denying any contractual breach and explaining why said former advisor’s
      claims are without merit.





On
January 14, 2010, Flow Capital filed a lawsuit against JAG Media Holdings, Inc.
in the Circuit Court of the 17th
Judicial Circuit In and For Broward County Florida (Case No.
10001713).  Pursuant to this lawsuit, Flow Capital alleges that JAG
Media Holdings, Inc. breached a Non-Circumvention Agreement it had entered
into with Flow Capital, dated January 1, 2004.  The Company and its
counsel are currently reviewing this lawsuit and anticipate responding to it in
the near future


16





On
January 15, 2010, Flow Capital filed a lawsuit against CardioGenics Inc., and
another defendant in the United States District Court for the Southern District
of Florida, Fort Lauderdale Division (Case No. 10-CV-60066-Martinez-Brown)
(“Flow Lawsuit”).  The Flow Lawsuit alleges that CardioGenics Inc. (i)
breached a Finder’s Fee Agreement in connection with the CardioGenics
Acquisition; and (ii) breached a non-circumvention agreement.  Flow
Capital is claiming that it is entitled to the finder’s fee equal to eight
percent (8%) of the JAG Media Holdings, Inc. shares received by
CardioGenics Inc., or the equivalent monetary value of the stock.  The
Company and its counsel are currently reviewing the Flow Lawsuit and anticipate
responding to the Flow Lawsuit in the near future.





14.
            Supplemental
      Disclosure of Cash Flow Information





For the Three Months EndedJanuary 312010
                    
                    
                    2009Cash
      paid during the year for:Interest
                    
                    $
                    1,490
                    
                    
                    $
                    1,225Income
      taxes
                    
                    $
                    —
                    
                    
                    $
                    —





15.
            Assets
      and Liabilities from Discontinued
Operations





On
February 10, 2010, the Company entered into an LLC Membership Interest Purchase
Agreement with Rothcove Partners LLS (“Rothcove”) pursuant to which the Company
would sell its 100% membership interest in its Pixaya LLC subsidiary to
Rothcove.  In consideration for its acquisition of the Pixaya LLC
membership interst, Rothcove assumed $100,000 in accounts payable of Pixaya LLC
and its subsidiary Pixaya (UK) Limited (collectively “JAG
Media”).  The transaction closed on February 11, 2010.





As a
result of the sale of JAG Media, certain reclassifications of assets,
liabilities, revenues, costs and expenses have been made to the prior period
condensed consolidated financial statements to reflect the operations of JAG
Media as discontinued operations.  Specifically, we have reclassified
the results of operations of JAG Media for all periods presented to “Loss from
Discontinued Operations” within the Condensed Consolidated Statements of
Operations.  In addition, the remaining liabilities of the business
divested in February 2010 have been reclassified to “Liabilities of Discontinued
Operations”.  Revenues from discontinued operations were $14,852 and
$41,653 for the three months ended January 31, 2010 and 2009,
respectively.  Loss from discontinued operations were ($37,355) for
the three months ended January 31, 2010.





At
January 31, 2010, Liabilities from Discontinued Operations comprise the
following:





2010
                        
                        
                        2009LiabilitiesAccounts
      Payable
                        
                        $
                        100,000
                        
                        
                        $
                        100,000Total
      Liabilities from Discontinued Operations
                        
                        $
                        100,000
                        
                        
                        $
                        100,000




17





16.
            Subsequent
      Events





In May
2009, guidance for subsequent events was issued.  The guidance
established general accounting standards and disclosure for subsequent events.
The Company adopted this pronouncement during the quarter ended July 31, 2009.
Accordingly, the Company has evaluated subsequent events through the date the
condensed consolidated financial statements were issued.




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 condensed
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 October 31, 2009, as outlined
in our previously filed Form 10-K, have been applied consistently for the three
months ended January 31, 2010.





Related
Party Transactions





During
the three months ended January 31, 2010, we utilized advances from a director
totaling approximately $197,000 bearing interest at 0% per annum.





Off-Balance
Sheet arrangements





We are
not party to any off-balance sheet arrangements.





Results
of operations





Three
months ended January 31, 2010 as compared to three months ended January 31,
2009.





Three MonthsEnded January 31,2010
                            
                            
                            2009
                            
                            
                            $ ChangeOperating
      expenses:Amortization
      of property and equipment
                            
                            $
                            7,091
                            
                            
                            $
                            6,148
                            
                            
                            $
                            943Amortization
      of patent application costs
                            
                            
                            996
                            
                            
                            
                            -
                            
                            
                            
                            996General
      and administrative expenses
                            
                            
                            291,454
                            
                            
                            
                            24,543
                            
                            
                            
                            266,911Research
      and product development, net of investment tax credits
                            
                            
                            132,810
                            
                            
                            
                            31,494
                            
                            
                            
                            101,316Total
      operating expenses and operating loss
                            
                            
                            432,351
                            
                            
                            
                            62,185
                            
                            
                            
                            370,166Other
      expenses (income)Interest
      expense and bank charges, net
                            
                            
                            (2,650
                            )
                            
                            
                            60,764
                            
                            
                            
                            (63,414
                            )Loss
      on foreign exchange
                            
                            
                            19,165
                            
                            
                            
                            -
                            
                            
                            
                            19,165Loss
      on discontinued operations
                            
                            
                            37,355
                            
                            
                            
                            -
                            
                            
                            
                            37,355Net
      loss
                            
                            $
                            486,221
                            
                            
                            $
                            122,949
                            
                            
                            $
                            363,272




18


Revenues





During
the three months ended January 31, 2010 and 2009 we did not generate any
revenues from ongoing operations.  We anticipate
generating insignificant revenues from operations in the next
two quarters.




Operating
expenses




Operating
expenses include the costs to a) develop and patent a method for controlling the
delivery of compounds to a chemical reaction; b) developing the QL Care
Analyzer, a small, automated, robust and proprietary point of care testing
device; and, c) customizing paramagnetic beads through our proprietary method
which improves their light collection. In addition, the Company is in the
process of adapting test products for the POC disposable, single-use
cartridge-format. Detailed manufacturing specifications and costing have been
created and custom manufacturers have been sourced.




General
and administrative expenses




General
and administrative expenses consist primarily of compensation to officers,
occupancy costs, professional fees, listing costs and other office expenses. The
increase in general and administrative expenses is attributable primarily to an
increase in professional and consulting fees.




Research
and product development, net of investment tax credits




Research
and development expenses consist primarily of salaries and wages paid to
officers and employees engaged in those activities and supplies consumed
therefor. The increase in research and development expenses is attributable
primarily to the increase in compensation to an officer and an increase in staff
engaged in R&D (total increase $50,000) and the absence of research tax
credits in 2010 which had amounted to $51,000 in 2009.




Other
expenses (income)





Interest
expense and bank charges, net





The
decrease in interest expense of approximately $60,000 arises from the fact that
the debentures and director’s loan at which existed and carried interest for the
three months ended January 31, 2009 were for the most part paid off before the
beginning of the first quarter of 2010.





Loss
from discontinued operations





On
February 11, 2010, the Company sold its JAG Media division. The Company has
treated the operating results of that division in this quarter as loss from
discontinued operations.




Liquidity
and Capital Resources





We have
not generated any revenues since inception and we incurred a net loss of
approximately $486,000 and a cash flow deficiency from operating activities of
approximately $529,000 for the three months ended January 31, 2010. We have not
yet established an ongoing source of revenues sufficient to cover our operating
costs and allow us to continue as a going concern.  We have funded our
activities to date almost exclusively from debt and equity
financings.  These matters raise substantial doubt about our ability
to continue as a going concern.





We will
continue to require substantial funds to continue research and development,
including preclinical studies and clinical trials of our products, and to
commence sales and marketing efforts.  Our plans include financing
activities such as private placements of our common stock and issuances of
convertible debt instruments.  We are also actively pursuing industry
collaboration activities including product licensing and specific project
financing.




We
believe we will be successful in obtaining the necessary financing to fund our
operations, meet revenue projections and manage costs; however, there are no
assurances that such additional funding will be achieved and that we will
succeed in our future operations.


19





Acquisition





On July
31, 2009, we completed a reverse acquisition of privately held CardioGenics Inc.
(“CardioGenics”), an Ontario, Canada Corporation. The acquisition was effected
pursuant to a Share Purchase Agreement dated May 22, 2009 by and among the
Company, CardioGenics Inc. and CardioGenics ExchangeCo Inc., the Company’s
wholly owned subsidiary (“ExchangeCo”). In accordance with the terms of the
Share Purchase Agreement, 99% of the holders of common shares of CardioGenics
Inc. (two (2) minority shareholders of CardioGenics holding in aggregate
173,869 common shares of CardioGenics Inc. did not participate) surrendered
their CardioGenics Common Shares to ExchangeCo. ExchangeCo caused the Company to
issue to the CardioGenics shareholders 422,183,610 shares of the Company’s
common stock, par value $0.00001 per share (the “Share Consideration”). The
CardioGenics shareholders had the option to receive their pro-rata
allocation of the Share Consideration in the form of (a) JAG Media’s common
stock (the “JAG Consideration Shares”) or (b) exchangeable shares of ExchangeCo.
Inc., which shares shall be exchangeable at any time after July 31, 2009 into a
number of shares of JAG Media’s common stock equal to such shareholders’
pro rata allocation of the Share Consideration (the “Exchangeable Shares”). The
Exchangeable Shares have the same voting rights, dividend entitlements and other
attributes as JAG Media common stock. Exchangeable Shares will automatically be
exchanged for JAG Media common stock five years from July 31, 2009, and in
certain other events. The Share Consideration provides the former CardioGenics
shareholders with direct and/or indirect ownership of approximately 85% of JAG
Media’s outstanding common stock (on a fully diluted basis) as of July 31,
2009.





On July
31, 2009, 145,528,195 common shares of JAG Media were issued to certain former
shareholders of CardioGenics and 16 Exchangeable Shares, which are exchangeable
into 276,655,415 common shares of JAG Media, were issued to former CardioGenics
shareholders who elected to take such Exchangeable Shares. JAG Media common
shares received by the CardioGenics shareholders in exchange for their
CardioGenics Common Shares are not registered for resale and, therefore, shall
remain subject to the rights and restrictions of Rule 144. All Exchangeable
Shares received by the CardioGenics shareholders in exchange for their
CardioGenics Common Shares (and any JAG Media common stock into which such
Exchangeable Shares may be exchanged) shall not be registered for resale prior
to six (6) months following July 31, 2009 and, therefore, shall remain subject
to the rights and restrictions of Rule 144 prior to any such
registration.





Seasonality





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.





Recent
Accounting Pronouncements





The FASB
had issued certain accounting pronouncements as of January 31, 2010 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 January 31, 2010 and 2009 or that they will have a significant effect at
the time they become effective.




Item
3.    Quantative and Qualitative Disclosure About Market
Risk




N/A.




Item
4T. Controls and Procedures




(a)
            Evaluation of Disclosure Controls
      and Procedures:





Management
is responsible for establishing and maintaining adequate internal control over
financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange Act) to provide reasonable assurance regarding the reliability of our
financial reporting and preparation of financial statements for external
purposes in accordance with U.S. generally accepted accounting principles. A
control system, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives. Because of the
inherent limitations in all control systems, internal controls over financial
reporting may not prevent or detect misstatements. The design and operation of a
control system must also reflect that there are resource constraints and
management is necessarily required to apply its judgment in evaluating the
cost-benefit relationship of possible controls.





Our
management assessed the effectiveness of our internal controls over financial
reporting for the quarter ended January 31, 2010 based on the criteria
established in Internal Control—Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission. Based on such assessment,
our management concluded that during the period covered by this report, our
internal controls over financial reporting were not effective. Management has
identified the following material weaknesses in our internal controls over
financial reporting:


20





•
            lack of documented policies and
      procedures;





•
            there is no effective separation
      of duties, which includes monitoring controls, between the members of
      management; and,





•
            lack of resources to account for
      complex and unusual
transactions.





Management
is currently evaluating what steps can be taken in order to address these
material weaknesses.




(b)
            Changes in Internal Control over
      Financial Reporting:




During
the fiscal quarter ended January 31, 2010, there were no changes in our internal
control over financial reporting that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.


21


PART II. OTHER INFORMATION




Item 1. Legal
Proceedings




On April 22, 2009, CardioGenics was served with a statement of claim
from a prior contractor claiming compensation for wrongful dismissal and
ancillary causes of action including payment of monies in realization of his
investment in CardioGenics, with an aggregate claim of $514,000. The Company
considers all the claims to be without any merit, has already delivered a
statement of defence and intends to vigorously defend the action. If the matter
eventually proceeds to trial, the Company does not expect to be found liable on
any ground or for any cause of action. The statement of claim was filed in
Ontario Superior Court of Justice (Court File No.
CN09-1728-00).




On
January 14, 2010, Flow Capital Advisors, Inc. (“Flow Capital”) filed a lawsuit
against JAG Media Holdings, Inc. in the Circuit Court of the 17th
Judicial Circuit In and For Broward County Florida (Case No.
10001713).  Pursuant to this lawsuit, Flow Capital alleges that JAG
Media Holdings breached a Non-Circumvention Agreement it had entered into with
Flow Capital, dated January 1, 2004. The Company and its counsel are currently
reviewing this lawsuit and anticipate responding to it in the near
future.


On
January 15, 2010, Flow Capital filed a lawsuit against CardioGenics, Inc, and
another defendant in the United States District Court for the Southern District
of Florida, Fort Lauderdale Division (Case No. 10-CV-60066-Martinez-Brown)
(“Flow Lawsuit”). The Flow Lawsuit alleges that CardioGenics (i) breached a
Finder’s Fee Agreement in connection with the CardioGenics Acquisition; and (ii)
breached a non-circumvention agreement.  Flow Capital is claiming that
it is entitled to its finder’s fee equal to eight percent (8%) of the JAG Media
Holdings shares received by CardioGenics, or the equivalent monetary value of
the stock. The Company and its counsel are currently reviewing the Flow Lawsuit
and anticipate responding to the Flow Lawsuit in the near future.




Item 1A. Risk
Factors




N/A.




Item 2. Unregistered
Sales of Equity Securities and Use of Proceeds




Item 3. Defaults
Upon Senior Securities




As of
January 31, 2010, our wholly owned United Kingdom subsidiary, Pixaya (UK)
Limited, was in default with respect to the payment of amounts due under its
overdraft facility with HSBC Bank plc (“HSBC Overdraft Facility”). As of the
date of the filing of this report, the amount of the default is £22,596.17,
equivalent to approximately US$38,000.




Item 4.








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.




22


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.





CARDIOGENICS
      HOLDINGS INC.Date:
      March 17, 2010
                          By:
                          /s/
      Yahia GawadName:
                          Yahia
      GawadTitle:
                          Chief
      Executive OfficerDate:
      March 17, 2010
                          By:
                          /s/
      James EssexName:
                          James
      EssexTitle:
                          Chief
      Financial Officer




23





EXHIBIT
INDEX




31.1
            
            Section
      302 Certification of Chief Executive Officer31.2
            
            Section
      302 Certification of Chief Financial Officer32.1
            
            Section
      906 Certification of Chief Executive Officer and Chief Financial
      Officer




24