<PAGE>



                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   -----------

                                   FORM 10-QSB

               Quarterly Report Pursuant To Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

                   For Quarterly Period Ended April 30, 2003.
                        Commission File Number 000-28761.

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

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

                               6865 SW 18th Street
                                   Suite B-13
                            Boca Raton, Florida 33433
                    (Address of Principal Executive Offices)

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

                                   -----------

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

                       Yes |X|                    No |_|


As of April 30, 2003, the Registrant had 38,703,102 shares of Class A Common
Stock, 1,129,981 shares of Series 1 Class B Common Stock and 380,829 shares
of Series 2 Class B Common Stock issued and outstanding.





<PAGE>


                                     PART I
                              FINANCIAL INFORMATION

Item 1. Financial Statements.


                    JAG Media Holdings, Inc. and Subsidiaries

<TABLE>
<CAPTION>

                                                                                PAGE
                                                                                ----
<S>                                                                             <C>

        Condensed Consolidated Balance Sheet at April 30, 2003 (Unaudited)       F-2

        Condensed Consolidated Statements of Operations
            Nine and Three Months Ended April 30, 2003 and 2002 (Unaudited)      F-3

        Condensed Consolidated Statement of Changes in Stockholders'
        Deficiency
            Nine Months Ended April 30, 2003 (Unaudited)                         F-4

        Condensed Consolidated Statements of Cash Flows
            Nine Months Ended April 30, 2003 and 2002 (Unaudited)                F-5

        Notes to Condensed Consolidated Financial Statements                    F-6/14

</TABLE>


                                      * * *


<PAGE>

                    JAG Media Holdings, Inc. and Subsidiaries

                      Condensed Consolidated Balance Sheet
                                 April 30, 2003
                                   (Unaudited)

<TABLE>
<CAPTION>

<S>                                                                               <C>
                                     Assets

Current assets:
    Cash and cash equivalents                                                     $    353,368
    Accounts receivable, net of allowance for doubtful accounts
        of $7,500                                                                       21,835
    Other current assets                                                                68,785
                                                                                  ------------
           Total current assets                                                        443,988

Equipment, net of accumulated depreciation of $140,437                                  30,120
                                                                                  ------------

           Total                                                                  $    474,108
                                                                                  ============

                    Liabilities and Stockholders' Deficiency

Current liabilities:
    Accounts payable and accrued expenses                                         $    131,013
    Deferred revenues                                                                   55,261
    Notes payable to officers                                                          400,000
                                                                                  ------------
           Total current liabilities                                                   586,274
                                                                                  ------------

Series 2 Class B common stock; par value $.00001 per share; 400,000 shares
    authorized; 380,829 shares issued and
    outstanding                                                                              4
                                                                                  ------------
Commitments and contingencies

Stockholders' deficiency:
    Preferred stock; par value $.00001 per share; 15,000,000
        shares authorized; none issued                                                       -
    Class A common stock; par value $.00001 per share;
        155,000,000 shares authorized; 38,703,102 shares
        issued and outstanding                                                             387
    Series 1 Class B common stock; par value $.00001 per share;
        30,000,000 shares authorized; 1,129,981 shares issued and
        outstanding                                                                         11
    Additional paid-in capital                                                      40,795,536
    Unearned compensation                                                             (224,504)
    Accumulated deficit                                                            (40,683,600)
                                                                                  ------------
           Total stockholders' deficiency                                             (112,170)
                                                                                  ------------
           Total                                                                  $    474,108
                                                                                  ============
</TABLE>

See Notes to Condensed Consolidated Financial Statements.



                                      F-2
<PAGE>

                    JAG Media Holdings, Inc. and Subsidiaries

                 Condensed Consolidated Statements of Operations
         Nine and Three Months Ended April 30, 2003 and 2002 (Unaudited)

<TABLE>
<CAPTION>
                                                            Nine Months                      Three Months
                                                          Ended April 30,                  Ended April 30,
                                                   -----------------------------     -----------------------------
                                                        2003             2002            2003             2002
                                                   ------------     ------------     ------------     ------------
<S>                                                <C>              <C>              <C>              <C>
Revenues                                           $    311,601     $    467,962     $     70,646     $     65,737
                                                   ------------     ------------     ------------     ------------
Operating expenses:
    Cost of revenues                                    597,877          821,320          169,756          154,883
    Selling expenses                                      2,884           28,698            1,155            3,091
    General and administrative
        expenses                                      1,830,751        2,579,035          823,184          906,494
    Write-off of capitalized web site
        development costs                                                263,754
                                                   ------------     ------------     ------------     ------------
          Totals                                      2,431,512        3,692,807          994,095        1,064,468
                                                   ------------     ------------     ------------     ------------
Loss from operations                                 (2,119,911)      (3,224,845)        (923,449)        (998,731)

Other income (expense):
    Interest income                                       4,482                             2,453
    Interest expense                                     (8,048)                           (2,624)
                                                   ------------     ------------     ------------     ------------
Net loss                                           $ (2,123,477)    $ (3,224,845)    $   (923,620)    $   (998,731)
                                                   ============     ============     ============     ============

Basic net loss per share                           $       (.06)    $       (.13)    $       (.02)    $       (.03)
                                                   ============     ============     ============     ============

Basic weighted average common
    shares outstanding                               36,677,639       25,112,971       39,732,971       29,170,656
                                                   ============     ============     ============     ============

</TABLE>

See Notes to Condensed Consolidated Financial Statements.




                                      F-3
<PAGE>

                    JAG Media Holdings, Inc. and Subsidiaries

     Condensed Consolidated Statement of Changes in Stockholders' Deficiency
                        Nine Months Ended April 30, 2003
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                 Common Stock
                                                 ----------------------------------------
                                                       Class A         Series 1 Class B
                                                 -------------------- ------------------- Additional
                                                  Number of           Number of            Paid-in       Unearned   Accumulated
                                                   Shares    Amount    Shares    Amount    Capital     Compensation    Deficit
                                                 ----------  ------   ---------  ------   -----------  ------------  -----------
<S>                                              <C>         <C>      <C>         <C>     <C>            <C>         <C>
Balance, August 1, 2002                          29,667,094  $ 296    1,681,155   $ 17    $37,697,274    $(381,432)  $(38,560,123)

Sales of common stock  pursuant to equity
   financing agreement, net of expenses
   of $101,750                                    5,633,266     57                          1,783,193

Sales of common stock through private
   placement, net of expenses of $25,000          1,136,364     11                            474,989

Effects of issuance of common stock in
   exchange for services                          1,395,604     14                            831,127     (366,309)

Options exercised                                   319,600      3                              8,957

Amortization of unearned compensation                                                                      523,237

Effects of conversion of Series 1 Class B
   common stock into Class A common
   stock                                            551,174      6     (551,174)    (6)

Stock dividend payable in shares of
   redeemable Series 2 Class B common
   stock                                                                                           (4)

Net loss                                                                                                               (2,123,477)
                                                 ----------  -----    ---------   ----    -----------    ---------   ------------
Balance, April 30, 2003                          38,703,102  $ 387    1,129,981   $ 11    $40,795,536    $(224,504)  $(40,683,600)
                                                 ==========  =====    =========   ====    ===========    =========   ============


<CAPTION>

                                                     Total
                                                   ------------
<S>                                                <C>
Balance, August 1, 2002                            $(1,243,968)

Sales of common stock  pursuant to equity
   financing agreement, net of expenses
   of $101,750                                       1,783,250

Sales of common stock through private
   placement, net of expenses of $25,000               475,000

Effects of issuance of common stock in
   exchange for services                               464,832

Options exercised                                        8,960

Amortization of unearned compensation                  523,237

Effects of conversion of Series 1 Class B
   common stock into Class A common
   stock

Stock dividend payable in shares of
   redeemable Series 2 Class B common
   stock                                                    (4)

Net loss                                            (2,123,477)
                                                   -----------
Balance, April 30, 2003                            $  (112,170)
                                                   ===========
</TABLE>

See Notes to Condensed Consolidated Financial Statements.


                                      F-4
<PAGE>

                    JAG Media Holdings, Inc. and Subsidiaries

                 Condensed Consolidated Statements of Cash Flows
                    Nine Months Ended April 30, 2003 and 2002
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                             2003                 2002
                                                                        ------------          -------------
<S>                                                                     <C>                   <C>
Operating activities:
    Net loss                                                            $(2,123,477)          $(3,224,845)
    Adjustments to reconcile net loss to net cash used in
        operating activities:
        Provision for doubtful accounts                                       2,750
        Depreciation                                                         24,578                28,755
        Amortization of unearned compensation                               523,237               859,456
        Amortization of capitalized web site development costs                                     87,917
        Write-off of capitalized web site development costs                                       263,754
        Effects of issuance of common stock and stock options
           in exchange for services                                         464,832               589,460
        Changes in operating assets and liabilities:
           Accounts receivable                                               (5,260)                8,740
           Other current assets                                                                    16,801
           Accounts payable and accrued expenses                           (767,486)              295,370
           Deferred revenues                                                (40,123)              (79,753)
                                                                        -----------           -----------
               Net cash used in operating activities                     (1,920,949)           (1,154,345)
                                                                        -----------           -----------
Financing activities:
    Proceeds from notes payable to officers                                       -               400,000
    Net proceeds from sales of common stock through:
        Private placements                                                  475,000
        Equity financing agreements                                       1,783,250               632,884
    Proceeds from exercise of stock options                                   8,960               144,353
                                                                        -----------           -----------
               Net cash provided by financing activities                  2,267,210             1,177,237
                                                                        -----------           -----------
Net increase in cash and cash equivalents                                   346,261                22,892
Cash and cash equivalents, beginning of period                                7,107                13,438
                                                                        -----------           -----------
Cash and cash equivalents, end of period                                $   353,368           $    36,330
                                                                        ===========           ===========
</TABLE>

See Notes to Condensed Consolidated Financial Statements.



                                      F-5
<PAGE>

                    JAG Media Holdings, Inc. and Subsidiaries

              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)


Note 1 - Basis of presentation:
                In the opinion of management, the accompanying unaudited
                condensed consolidated financial statements reflect all
                adjustments, consisting of normal recurring accruals, necessary
                to present fairly the financial position of JAG Media Holdings,
                Inc. ("JAG Media") and its subsidiaries as of April 30, 2003,
                their results of operations for the nine and three months ended
                April 30, 2003 and 2002, their changes in stockholders'
                deficiency for the nine months ended April 30, 2003 and their
                cash flows for the nine months ended April 30, 2003 and 2002.
                JAG Media and its subsidiaries are referred to together herein
                as the "Company." Pursuant to rules and regulations of the
                Securities and Exchange Commission (the "SEC"), certain
                information and disclosures normally included in financial
                statements prepared in accordance with accounting principles
                generally accepted in the United States of America have been
                condensed or omitted from these consolidated financial
                statements unless significant changes have taken place since the
                end of the most recent fiscal year. Accordingly, these condensed
                consolidated financial statements should be read in conjunction
                with the consolidated financial statements, notes to
                consolidated financial statements and the other information in
                the audited consolidated financial statements of the Company as
                of July 31, 2002 and for the years ended July 31, 2002 and 2001
                (the "Audited Financial Statements") included in the Company's
                Annual Report on Form 10-KSB (the "10-KSB") for the year ended
                July 31, 2002 that was previously filed with the SEC.

                The results of the Company's operations for the nine months
                ended April 30, 2003 are not necessarily indicative of the
                results of operations to be expected for the full year ending
                July 31, 2003.

                The accompanying condensed consolidated financial statements
                have been prepared assuming that the Company will continue as a
                going concern. However, as shown in the accompanying condensed
                consolidated financial statements, the Company only generated
                revenues of approximately $312,000 and $468,000 and it incurred
                net losses of approximately $2,123,000 and $3,225,000 during the
                nine months ended April 30, 2003 and 2002, respectively. The
                Company's net losses include noncash charges for, among other
                things, a provision for doubtful accounts, the depreciation of
                equipment, the amortization of unearned compensation, the
                amortization and write-off of capitalized web site development
                costs and the issuance of common stock and stock options in
                exchange for services. Although the Company had net noncash
                charges totaling approximately $1,015,000 and $1,829,000 for the
                nine months ended April 30, 2003 and 2002, respectively, it
                still had cash flow deficiencies from operating activities of
                approximately $1,921,000 and $1,154,000 for the nine months
                ended April 30, 2003 and 2002, respectively. Management believes
                that the Company will continue to incur net losses and cash flow
                deficiencies from operating activities through at least April
                30, 2004. These matters raise substantial doubt about the
                Company's ability to continue as a going concern.


                                      F-6
<PAGE>

                    JAG Media Holdings, Inc. and Subsidiaries

              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)



Note 1 - Basis of presentation (concluded):
                As further explained in Note 1 to the Audited Financial
                Statements, the Company gathers and compiles financial and
                investment information from contacts at financial institutions,
                experienced journalists, money managers, analysts and other Wall
                Street professionals and generates revenues by releasing such
                information to subscribers on a timely basis through facsimile
                transmissions and a web site. Management believes that, in the
                absence of a substantial increase in subscription revenues, it
                is probable that the Company will continue to incur losses and
                negative cash flows from operating activities through at least
                April 30, 2004 and that the Company will need to obtain
                additional equity or debt financing to sustain its operations
                until it can market its services, expand its customer base and
                achieve profitability.

                During the nine months ended April 30, 2003, the Company
                received net proceeds of $475,000 from the sale of shares of its
                common stock through a private placement.

                As further explained in Note 4 herein, the Company entered into
                an agreement with an investment partnership pursuant to which it
                has, in effect, "put" options whereby, subject to certain
                conditions, it is able to require the investment partnership to
                purchase shares of its common stock from time to time at prices
                based on the market value of its shares. The maximum aggregate
                purchase price under this equity line, which became available in
                September 2002, is $10,000,000. As of April 30, 2003, the
                Company had received gross proceeds of $1,885,000 from the
                exercise of "put" options. Although the timing and amount of the
                required purchases under the agreement are at the Company's
                discretion, the purchases are subject to certain conditions as
                also explained in Note 4 herein and the ability of the
                investment partnership to fund the purchases.

                Management believes that the Company will be able to generate
                sufficient revenues from its remaining facsimile transmission
                and web site operations and obtain sufficient financing from its
                agreement with the investment partnership or through other
                financing agreements to enable it to continue as a going concern
                through at least April 30, 2004. However, if the Company cannot
                generate sufficient revenues and/or obtain sufficient additional
                financing, if necessary, by that date, the Company may be forced
                thereafter to restructure its operations, file for bankruptcy or
                entirely cease its operations.

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


                                      F-7
<PAGE>

                    JAG Media Holdings, Inc. and Subsidiaries

              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

Note 2 - Net earnings (loss) per share:
                The Company presents "basic" earnings (loss) per share and, if
                applicable, "diluted" earnings per share pursuant to the
                provisions of Statement of Financial Accounting Standards No.
                128, "Earnings per Share" ("SFAS 128"). Basic earnings (loss)
                per share is calculated by dividing net income or loss by the
                weighted average number of shares of Class A common stock and
                Series 1 Class B common stock outstanding during each period
                (see Notes 1, 2 and 7 to the Audited Financial Statements). The
                calculation of diluted earnings per share is similar to that of
                basic earnings per share, except that the denominator is
                increased to include the number of additional common shares that
                would have been outstanding if all potentially dilutive common
                shares, such as those issuable upon the exercise of outstanding
                stock options and warrants, were issued during the period and
                the treasury stock method had been applied to the proceeds from
                their exercise.

                As of April 30, 2003, there were options and warrants
                outstanding for the purchase of a total of 3,585,000 shares of
                Class A and Series 1 Class B common stock (see Note 4 herein).
                However, diluted per share amounts have not been presented in
                the accompanying condensed consolidated statements of operations
                because the Company had a net loss in the nine and three months
                ended April 30, 2003 and 2002 and the assumed effects of the
                exercise of the Company's stock options and warrants that were
                outstanding during all or part of those periods would have been
                anti-dilutive.


Note 3 - Income taxes:
                As of April 30, 2003, the Company had net operating loss
                carryforwards of approximately $25,036,000 available to reduce
                future Federal and state taxable income which will expire from
                2019 through 2023.

                As of April 30, 2003, the Company's deferred tax assets
                consisted of the effects of temporary differences attributable
                to the following:

                    Deferred revenues, net                      $    22,000
                    Unearned compensation                         2,123,000
                    Net operating loss carryforwards              9,999,000
                                                                -----------
                                                                 12,144,000
                    Less valuation allowance                    (12,144,000)
                                                                -----------

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

                Due to the uncertainties related to, among other things, the
                changes in the ownership of the Company, which could subject its
                net operating loss carryforwards to substantial annual
                limitations, and the extent and timing of its future taxable
                income, the Company offset its net deferred tax assets by an
                equivalent valuation allowance as of April 30, 2003.



                                      F-8
<PAGE>

                    JAG Media Holdings, Inc. and Subsidiaries

              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

Note 3 - Income taxes (concluded):
                The Company had also offset the potential benefits from its net
                deferred tax assets by an equivalent valuation allowance during
                the year ended July 31, 2002. As a result of the increases in
                the valuation allowance of $491,000 and $309,000 during the nine
                and three months ended April 30, 2003, respectively, and a
                decrease in the valuation allowance of $2,440,000 and an
                increase in the valuation allowance of $1,048,000 during the
                nine and three months ended April 30, 2002, respectively, there
                are no credits for income taxes reflected in the accompanying
                condensed consolidated statements of operations to offset
                pre-tax losses.

                Although the Company had a net loss for the nine and three
                months ended April 30, 2002, net deferred tax assets and the
                offsetting valuation allowance decreased during those periods
                primarily as a result of the cancellation of unexercised options
                and warrants and the related reduction in temporary differences
                attributable to the amounts of unearned compensation recorded
                for financial statement and tax purposes.


Note 4 - Issuances of common stock and stock options:
                Equity financing agreement:
                    As further explained in Note 5 to the Audited Financial
                    Statements, on April 9, 2002, the Company entered into an
                    equity line purchase agreement (the "2002 Equity Line
                    Agreement") with Cornell Capital Partners L.P. ("Cornell
                    Capital") pursuant to which the Company has, in effect, put
                    options whereby, subject to certain conditions, it can
                    require Cornell Capital to purchase shares of its Class A
                    common stock from time to time at an aggregate purchase
                    price of $10,000,000. The 2002 Equity Line became available
                    on August 28, 2002 when a registration statement under the
                    Securities Act of 1933 (the "Act") filed by the Company for
                    the registration of the shares issuable to Cornell Capital
                    became effective. The Company was required to issue 10,000
                    shares of its Class A common stock to placement agents as of
                    the effective date as consideration for their services in
                    connection with the 2002 Equity Line Agreement. The term of
                    the 2002 Equity Line Agreement will extend for 24 months
                    unless it is terminated earlier at the discretion of the
                    Company. The purchase price will be 95% of the lowest
                    closing bid price of the Company's Class A common stock over
                    a specified number of trading days commencing on specified
                    dates. Cornell Capital shall be entitled to a cash fee equal
                    to 5% of the gross proceeds received by the Company from
                    Cornell Capital in connection with each put.



                                      F-9
<PAGE>

                    JAG Media Holdings, Inc. and Subsidiaries

              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)



Note 4 - Issuances of common stock and stock options (continued):
                Equity financing agreement (concluded):
                    The timing and amount of the required purchases shall be at
                    the Company's discretion subject to certain conditions
                    including (i) a maximum purchase price to be paid by Cornell
                    Capital for each put of $500,000; (ii) at least five trading
                    days must elapse before the Company can deliver a new put
                    notice to Cornell Capital; (iii) the registration statement
                    covering the shares issuable to Cornell Capital pursuant to
                    the equity line must remain effective at all times and (iv)
                    on any given closing date, there shall be at least one bid
                    for the Class A common stock on the Nasdaq OTC Bulletin
                    Board. In addition, the obligation of Cornell Capital to
                    complete its purchases under the 2002 Equity Line is not
                    secured or guaranteed and, accordingly, if Cornell Capital
                    does not have available funds at the time it is required to
                    make a purchase, the Company may not be able to force it to
                    do so.

                    During the nine months ended April 30, 2003, Cornell Capital
                    was required to pay $1,885,000 and it received 5,633,266
                    shares of Class A common stock and the Company received
                    proceeds of $1,783,250 net of $101,750 of placement fees as
                    a result of the exercise by the Company of put options
                    pursuant to the 2002 Equity Line Agreement. The Company was
                    also required to issue an additional 10,000 shares of Class
                    A common stock to placement agents in connection with the
                    sale of the shares. As of April 30, 2003, the Company had
                    the ability to require Cornell Capital to purchase shares of
                    its common stock pursuant to the 2002 Equity Line Agreement
                    at an aggregate purchase price of $8,115,000 through August
                    28, 2004.

                Shares sold through private placement:
                    On December 10, 2002, the Company sold 1,136,364 shares of
                    its Class A common stock through a private placement
                    intended to be exempt from registration under the Act, and
                    it received proceeds of $475,000, net of a $25,000 placement
                    fee.

                Shares issued to pay salaries:
                    During the nine months ended April 30, 2003, the Company
                    agreed to issue a total of 1,065,604 shares of its Class A
                    common stock with an aggregate fair value of $588,941 to pay
                    salaries.

                Shares issued to consultants:
                    During the nine months ended April 30, 2003, the Company
                    issued a total of 330,000 shares of its Class A common stock
                    with an aggregate fair value of $242,200 to pay for
                    consulting services. The fair value of the shares was
                    originally charged to unearned compensation and is being
                    amortized to expense over the terms of the consulting
                    agreements.


                                      F-10
<PAGE>



                    JAG Media Holdings, Inc. and Subsidiaries

              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)



Note 4 - Issuances of common stock and stock options (continued):
                Options and warrants issued for services:
                    As explained in Note 7 to the Audited Financial Statements,
                    the Company has issued, from time to time, stock options and
                    warrants for the purchase of common stock to employees as
                    compensation and to other nonemployees, including investment
                    analysts and commentators that have entered into agreements
                    to provide the Company with financial information that is
                    released to subscribers, as consideration for consulting,
                    professional and other services. As explained in Note 2 to
                    the Audited Financial Statements, the Company recognizes the
                    cost of such issuances based on the fair value of the equity
                    instruments issued over the periods in which the related
                    services are rendered in accordance with the provisions of
                    Statement of Financial Accounting Standards No. 123,
                    "Accounting for Stock-Based Compensation" ("SFAS 123").

                    The following table reconciles the number of shares of
                    common stock subject to options and warrants that were
                    outstanding at August 1, 2002 as a result of issuances of
                    options and warrants to employees and nonemployees as
                    compensation for services to the number outstanding at April
                    30, 2003 and sets forth other related information:
<TABLE>
<CAPTION>

                                                                                 Number of Shares
                                                                                ---------------------
                                                                                             Series 1
                                                                                Class A       Class B
                                                                                 Common        Common         Range of
                                                                                 Stock         Stock           Prices
                                                                                ---------    ----------     -------------
<S>                                                                             <C>          <C>            <C>
                         Options and warrants issued for services
                            outstanding, August 1, 2002 (A)                     3,940,054     164,546       $.001 - $6.00

                         Options cancelled                                       (200,000)                          $2.00
                         Options exercised (B)                                   (319,600)                     $.02 - .05
                                                                                ---------    ----------     -------------
                         Options and warrants issued for services
                            outstanding, April 30, 2003 (C)(D)                  3,420,454     164,546       $.001 - $6.00
                                                                                =========    ==========     =============
</TABLE>


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

                         (B)   During the nine months ended April 30, 2003, the
                               Company issued 319,600 shares of Class A common
                               stock upon the exercise of options and received
                               proceeds of $8,960.



                                      F-11
<PAGE>

                    JAG Media Holdings, Inc. and Subsidiaries

              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)



Note 4 - Issuances of common stock and stock options (concluded):
                Options and warrants issued for services (concluded):
                         (C)   These options and warrants also include options
                               for the purchase of 1,750,000 shares of,
                               effectively, Class A common stock granted
                               pursuant to the Company's 1999 Long-term
                               Incentive Plan (the "Incentive Plan") which
                               provides for individual awards to officers,
                               employees, directors, consultants and certain
                               other individuals that may take the form of stock
                               options and certain other types of awards for
                               which the value is based in whole or in part upon
                               the fair market value of, effectively, the
                               Company's Class A common stock. The number of
                               shares of Class A common stock that may be
                               subject to all types of awards under the
                               Incentive Plan as amended may not exceed
                               6,000,000 shares.

                         (D)   These options and warrants will expire at various
                               dates from July 2005 through March 2012.


Note 5 - Notes payable to officers:
                On April 1, 2001, two executive officers loaned the Company a
                total of $400,000 subject to the terms and conditions of
                unsecured promissory notes that bear interest at an annual rate
                of 2.69%. Pursuant to the agreements, as last amended on March
                31, 2003, the notes will mature on the earlier of (i) June 30,
                2003 or (ii) the effective date of a change in control of the
                Company, as defined.


Note 6 - Legal proceedings:
                The Company is involved in various legal proceedings. In the
                opinion of management, these actions are routine in nature and
                will not have any material adverse effects on the Company's
                consolidated financial statements in subsequent years.



Note 7 - Stock dividend:
                On March 18, 2003, the Company's Board of Directors approved the
                designation of a new series of Class B common stock, par value
                $0.00001 per share ("Series 2 Class B common stock") and
                authorized the issuance of 400,000 shares of that class. The
                Company filed the related Certificate of Designation with the
                Secretary of State of the State of Nevada on April 11, 2003.


                                      F-12
<PAGE>


                    JAG Media Holdings, Inc. and Subsidiaries

              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)



Note 7 - Stock dividend (concluded):
                On March 18, 2003, the Company's Board of Directors declared a
                special stock dividend for the distribution of shares of Series
                2 Class B common stock to owners of the Company's Class A common
                stock as of the record date, April 14, 2003, in a ratio of one
                share of Series 2 Class B common stock for every 100 shares of
                Class A common stock owned. As of April 30, 2003, a total of
                380,829 shares of Series 2 Class B Common Stock were issuable in
                connection with the stock dividend. The shares of Series 2 Class
                B common stock will be nonvoting, have dividend and liquidation
                rights equal to the Class A common stock and be redeemable,
                which redemption by the Company shall be mandatory within six
                months following final resolution of the Company's lawsuit
                against various brokerage firms currently pending in U.S.
                District Court for the Southern District of Texas (or as soon
                thereafter as legally permissible) at a redemption price which
                is the greater of (i) par value or (ii) 90% of the net proceeds
                to the Company of such lawsuit after payment of fees and
                expenses incurred in connection with such lawsuit and all taxes
                on net income accrued or paid with respect to such net amount.

                Since the value of the Series 2 Class B Common Stock is
                contingent upon the outcome of the pending litigation, the
                Company recorded the shares of Series 2 Class B Common Stock
                that were issuable as of April 30, 2003 at their total par value
                of $4. Since the Company will be required to distribute
                substantially all of the proceeds of the pending litigation to
                the holders of Series 2 Class B Common Stock, the Company has
                classified the shares as the equivalent of mandatorily
                redeemable preferred stock and excluded their carrying value
                from stockholders' deficiency in the accompanying April 30, 2003
                consolidated balance sheet.


Note 8 - Proposed acquisition:
                On February 14, 2003, the Company had entered into a Letter of
                Intent related to the acquisition of OIL@WORK Group, Inc., a
                privately-held company based in Dallas, Texas ("OIL@WORK").
                OIL@WORK has been operating an auto "concierge" service in
                office buildings which allows owners to have their automobiles
                serviced while they are at work. OIL@WORK is developing a
                technology platform that, when implemented, will enable it to
                remotely connect to both its customers and its workforce. The
                platform permits remote activities such as customer reminders of
                upcoming service events, in-vehicle communication directly with
                drivers, remote vehicle diagnostics, online service histories
                for all customer vehicles, Global Positioning Satellite
                technology to track and direct field technicians efficiently,
                bar code scanning for efficient management of parts inventories
                and Web streaming video of field and garage services permitting
                customers to see their repairs being made.



                                      F-13
<PAGE>


                    JAG Media Holdings, Inc. and Subsidiaries

              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)



Note 8 - Proposed acquisition (concluded):
                The Letter of Intent contemplates that OIL@WORK, the Company and
                a newly formed wholly-owned subsidiary of the Company will enter
                into an acquisition agreement pursuant to which the merger
                subsidiary would merge with and into OIL@WORK with OIL@WORK as
                the surviving corporation. At the effective time of the merger,
                all issued and outstanding shares of OIL@WORK would be converted
                into the right to receive an aggregate number of shares of the
                Company's Class A common stock, which upon issuance would
                represent 50.1% of the Company's outstanding capital stock on a
                fully diluted basis. Management of the Company believes that if
                the acquisition is consummated based on the proposed terms, it
                will be accounted for as a "reverse acquisition" whereby the
                Company will be the legal acquirer and OIL@WORK will be the
                accounting acquirer.

                Consummation of the merger is subject to several significant
                conditions including, among others, (i) satisfactory completion
                of due diligence, (ii) Board approval and, in the case of
                OIL@WORK, requisite stockholder approval, (iii) the execution of
                definitive documentation, (iv) the condition that OIL@WORK
                improve its net equity position by $3,000,000 prior to the
                merger and (v) various other customary conditions. Accordingly,
                there is no assurance that the definitive documentation called
                for in such Letter of Intent will ever be executed, or if
                executed, that the proposed transaction will be consummated.



                                      * * *



                                      F-14
<PAGE>


Item 2. Management's Discussion and Analysis.

Critical Accounting Policies and Estimates

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

The accounting policies and estimates used as of July 31, 2002, as outlined in
our previously filed Form 10-KSB, have been applied consistently for the nine
and three months ended April 30, 2003.

Related party transactions

On April 1, 2002, two of our executive officers loaned JAG Media a total of
$400,000 subject to the terms and conditions of unsecured promissory notes that
bear interest at an annual rate of 2.69%. Pursuant to the agreements, as last
amended, on March 31, 2003, the notes will mature on the earlier of (i) June 30,
2003 or (ii) the effective date of a "Change in Control" of JAG Media, as such
term is defined in our Long-Term Incentive Plan.

Nine months ended April 30, 2003 as compared to the nine months ended
April 30, 2002

Revenues:

Revenues primarily consist of subscription revenues from annual, semi-annual,
quarterly and monthly subscriptions relating to our product "JAGNotes." JAGNotes
is a daily consolidated investment report that summarizes newly issued research,
analyst opinions, upgrades, downgrades, and analyst coverage changes from
various investment banks and brokerage houses. Until May 1999, JAGNotes was
faxed to a limited audience of financial professionals at an average monthly
charge of $150. During the year ended July 31, 1999, we began the process of
changing our focus to also include the retail investor by providing a variety of
investment information including but not limited to JAGNotes through our web
site. During the nine months ended April 30, 2003, subscription revenues
decreased as compared to the nine months ended April 30, 2002 with total
subscription revenues for the comparable periods of approximately $312,000 and
$468,000, respectively.

<PAGE>

As explained above, in previous filings it was originally our intention to
increase subscription revenues through international expansion and increased
awareness of our U.S. web site. In addition, commensurate with the establishment
of JAGfn Broadband L.L.C. ("JAGfn") , effective August 1, 2000 we began focusing
much of our efforts on the establishment of our webcasting or real time
streaming video programming through our web site. It was our hope that this
additional service would have provided our primary source of revenues in the
form of advertising income on a going forward basis and that subscription income
would have been ancillary to our operations as a whole. However, during the year
ended July 31, 2001, we halted our international expansion plans and did not
receive any advertising income in connection with our real time streaming video
programming. As a result of this change in focus, we suffered a significant
decrease in subscription revenues. We have once again re-focused our efforts on
building the awareness of our JAGNotes product and our web site in an attempt to
increase subscription revenues.

While our revenues do include revenues from other sources, such as advertising,
these other revenues are not material to our operations as a whole. In addition,
we did not generate any significant revenues from our subsidiary JAG Company
Voice LLC ("Company Voice") during the nine months ended April 30, 2003. Company
Voice was formed to provide production and distribution services to small and
medium sized publicly traded companies.

Cost of revenues:

Cost of revenues includes the cost to transmit the product over the telephone
and fax lines, on-line service charges for our web site, costs in connection
with the development and maintenance of the web site, and payments to
commentators and employees for their reports that are posted on our web site.
During the nine months ended April 30, 2003, cost of revenues decreased by
approximately $223,000 to approximately $598,000 from approximately $821,000
during the nine months ended April 30, 2002.

During the nine months ended April 30, 2002, consulting fees were approximately
$529,000 as compared to approximately $515,000 for the nine months ended April
30, 2003. Such fees included non-cash charges associated with the amortization
of unearned compensation of approximately $465,000 and $506,000 for the nine
months ended April 30, 2002 and 2003, respectively. The increase in consulting
fees is commensurate with new consulting agreements associated with the
anticipated launch of the Company Voice offset by the expiration of consulting
contracts associated with commentators for our JagNotes website.

Costs associated with the maintenance and amortization of our website decreased
by approximately $178,000 from $208,000 for the nine months ended April 30, 2002
to approximately $30,000 for the nine months ended April 30, 2003. The decrease
results primarily from the fact that capitalized web site development costs were
fully amortized or written off as of July 31, 2002 and, accordingly, we did not
have a similar type charge during the nine months ended April 30, 2003.

<PAGE>

In addition, costs associated with the transmission of our product over
telephone and fax lines decreased from approximately $168,000 for the nine
months ended April 30, 2002 to approximately $32,000 during the nine months
ended April 30, 2003. Such decrease is associated with our overall decrease in
fax subscription revenues.

Selling expenses:

Selling expenses consist primarily of advertising and other promotional
expenses. During the nine months ended April 30, 2003, selling expenses
decreased approximately $26,000 to approximately $3,000 from their level of
approximately $29,000 during the nine months ended April 30, 2002. This decrease
results solely from our efforts to better contain costs.

General and administrative expenses:

General and administrative expenses consist primarily of compensation and
benefits for the officers, other compensation, occupancy costs, professional
fees and other office expenses. General and administrative expenses decreased
approximately $748,000 during the nine months ended April 30, 2003 to
approximately $1,831,000 from approximately $2,579,000 during the nine months
ended April 30, 2002.

The decrease in general and administrative expenses is primarily attributable to
the fact that during the nine months ended April 30, 2002 we recognized a
non-cash charge of approximately $705,000 associated with the amortization of
unearned compensation resulting from stock options granted to investment bankers
during the year ended July 31, 2001 in exchange for exploring business expansion
opportunities on our behalf.

The remainder of the decrease is attributable to our efforts to better contain
costs.

Write-off of capitalized web site development costs:

During the nine months ended April 30, 2002, we recognized a charge of
approximately $264,000 associated with the write-off of our capitalized web site
development costs. Our web site was redesigned during 2001 to accommodate our
webcast. As a result of the sale of JAGfn, and the fact that we continue to
incur net operating losses, the carrying value of the capitalized web site costs
was deemed to be impaired under U.S. accounting principles.

Net loss:

Primarily as a result of the above, we had a net loss of approximately
$2,123,000 during the nine months ended April 30, 2003 as compared to a net loss
of approximately $3,225,000 during the nine months ended April 30, 2002.

<PAGE>

Three months ended April 30, 2003 as compared to the three months ended
April 30, 2002

Revenues:

During the three months ended April 30, 2003 as compared to the three months
ended April 30, 2002, subscription revenues were relatively comparable with
total revenues of $71,000 and $66,000, respectively.

While our revenues do include revenues from other sources, such as advertising,
these other revenues are not material to our operations as a whole. In addition,
we did not generate any significant revenues from our subsidiary Company Voice
during the three months ended April 30, 2003.

Cost of revenues:

During the three months ended April 30, 2003, cost of revenues increased by
approximately $15,000 to approximately $170,000 from approximately $155,000
during the three months ended April 30, 2002.

During the three months ended April 30, 2002, consulting fees were approximately
$114,000 as compared to approximately $142,000 for the three months ended April
30, 2003. Such fees included non-cash charges associated with the amortization
of unearned compensation of approximately $99,000 and $131,000 for the three
months ended April 30, 2002 and 2003, respectively. The increase in consulting
fees is commensurate with new consulting agreements associated with the
anticipated launch of the Company Voice offset by the expiration of consulting
contracts associated with commentators for our JagNotes website.

Selling expenses:

During the three months ended April 30, 2003, selling expenses decreased
approximately $2,000 to approximately $1,000 from their level of approximately
$3,000 during the three months ended April 30, 2002. This decrease results
solely from our efforts to better contain costs.

General and administrative expenses:

General and administrative expenses decreased approximately $83,000 during the
three months ended April 30, 2003 to approximately $823,000 from approximately
$906,000 during the three months ended April 30, 2002.

<PAGE>

The decrease in general and administrative expenses is primarily attributable to
the fact that during the three months ended April 30, 2002 we recognized a
non-cash charge of approximately $141,000 associated with the amortization of
unearned compensation resulting from stock options granted to investment bankers
during the year ended July 31, 2001 in exchange for exploring business expansion
opportunities on our behalf. This decrease is offset by an increase in non-cash
charges to salaries of approximately $255,000 in connection with new employment
agreements associated with Jag Media.

The remainder of the decrease is attributable to our efforts to better contain
costs.

Net loss:

Primarily as a result of the above, we had a net loss of approximately $924,000
during the three months ended April 30, 2003 as compared to a net loss of
approximately $999,000 during the three months ended April 30, 2002.

Liquidity and Capital Resources

We only generated revenues of approximately $312,000 and $468,000 and incurred
net losses of approximately $2,123,000 and $3,225,000 during the nine months
ended April 30, 2003 and 2002, respectively. Our net losses include noncash
charges for, among other things, the depreciation of equipment, the amortization
of unearned compensation, the amortization of capitalized web site development
costs and the issuance of common stock and stock options in exchange for
services. Although we had net noncash charges totaling approximately $1,015,000
and $1,829,000 for the nine months ended April 30, 2003 and 2002, respectively,
we still had cash flow deficiencies from operating activities of approximately
$1,921,000 and $1,154,000 for the nine months ended April 30, 2003 and 2002,
respectively. In addition, we believe that we will continue to incur net losses
and cash flow deficiencies from operating activities through at least April 30,
2004. These matters raise substantial doubt about our ability to continue as a
going concern.

We believe that, in the absence of a substantial increase in subscription
revenues, it is probable that we will continue to incur losses and negative cash
flows from operating activities through at least April 30, 2004 and that we will
need to obtain additional equity or debt financing to sustain our operations
until we can successfully market our services, expand our customer base and
achieve profitability.

We believe that we will be able to generate sufficient revenues from our
remaining facsimile transmission and web site operations and obtain sufficient
financing from our 2002 Equity Line Agreement described below or through other
financing agreements to enable us to continue as a going concern through at
least April 30, 2004. However, if we cannot generate sufficient revenues and/or
obtain sufficient additional financing, if necessary, by that date, we may be
forced thereafter to restructure our operations, file for bankruptcy or entirely
cease our operations.

<PAGE>

On February 14, 2003, we issued a press release announcing that the Company had
entered into a Letter of Intent, dated February 14, 2003 (the "Letter of
Intent"), to acquire OIL@WORK Group, Inc., a privately held Delaware corporation
based in Dallas, Texas ("OIL@WORK"). OIL@WORK has invested $4,000,000 over the
last three years to reengineer a traditional, but upscale, "concierge" auto
repair service as a communications-based auto maintenance business.

Through its BOS Intelligent Technology subsidiary, OIL@WORK is developing a
technology platform that permits remote activities such as customer reminders of
upcoming service events, in-vehicle communication directly with drivers, remote
vehicle diagnostics, online service histories for all customer vehicles, Global
Positioning Satellite ("GPS") technology to track and direct field technicians
efficiently, bar code scanning for efficient management of parts inventories and
Web streaming video of field and garage services permitting customers to see
their repairs being made. OIL@WORK is applying its new technology to the auto
"concierge" service it provides to tenants of office buildings. Its service
allows owners to have their automobiles serviced while they are at work without
having to use their own free time or valuable business hours.

The Letter of Intent contemplates that OIL@WORK, the Company and a newly formed
wholly owned subsidiary of the Company will enter into an acquisition agreement
pursuant to which the merger subsidiary would merge into OIL@WORK, with OIL@WORK
as the surviving corporation. At the effective time of the merger, all issued
and outstanding shares of OIL@WORK would be converted into the right to receive
an aggregate number of shares of the Company's Class A common stock, which upon
issuance would represent 50.1% of the Company's outstanding capital stock on a
fully diluted basis. Consummation of the merger is subject to several
significant conditions, including, among others, (i) satisfactory completion of
due diligence, (ii) Board approval and, in the case of OIL@WORK, requisite
stockholder approval, (iii) the execution of definitive documentation, (iv) the
condition that OIL@WORK improve its net equity position by $3.0 million prior to
the merger and (v) various other customary conditions. Accordingly, there is no
assurance that the definitive documentation called for in such letter of intent
will ever be executed, or if executed, that the proposed transaction will be
consummated.

On March 18, 2003, we declared a special stock dividend to our pre-merger
stockholders. To effect such dividend, we designated a new series of Class B
common stock which is issuable by dividend to our stockholders of record as of
the close of business on April 14, 2003, the stated record date in the ratio of
one share of Series 2 Class B common stock for every 100 shares of Class A
common stock. Such shares of Series 2 Class B common stock would be redeemable,
which redemption by us shall be mandatory to the fullest extent permitted by
laws within six months following final resolution of our pending lawsuit in
Texas federal court against various brokerage firms at a redemption price which
is the greater of (a) par value or (b) ninety percent of the net proceeds to us
of such lawsuit after payment of fees and expenses incurred in connection with
such lawsuit and all taxes on net income accrued or paid with respect to such
net amount. The stock dividend is intended to insure that the principal benefits
of our pending lawsuit accrue to our pre-merger investors. As of April 30, 2003
we have recorded a $4 liability representing the par value of the 380,829 shares
of Series 2 Class B common stock that are to be issued.

<PAGE>

Our cash and cash equivalent position of approximately $353,000 as of April 30,
2003 results primarily from sales of shares of our common stock pursuant to an
equity line agreement and to a private placement completed during the nine
months ended April 30, 2003 described below.

On April 9, 2002, we entered into an equity line purchase agreement (the "2002
Equity Line Agreement") with Cornell Capital Partners L.P. ("Cornell Capital")
pursuant to which we have, in effect, put options whereby, subject to certain
conditions, we can require Cornell Capital to purchase shares of our Class A
common stock from time to time at an aggregate purchase price of $10,000,000.
The 2002 Equity Line Agreement became available to us on August 28, 2002, the
date a registration statement under the Securities Act of 1933, as amended,
filed by us for the registration of the shares issuable to Cornell Capital
became effective, and will remain available for a period of 24 months thereafter
unless it is terminated earlier by us in our sole discretion. The purchase price
will be 95% of the lowest closing bid price of our Class A common stock over a
specified number of trading days commencing on specified dates. Cornell Capital
shall be entitled to a cash fee equal to 5% of the gross proceeds received by
the Company from Cornell Capital in connection with each put. The timing and
amount of the required purchases shall be at our discretion subject to certain
conditions including (i) a maximum purchase price to be paid by Cornell Capital
for each put of $500,000 and (ii) a requirement that at least five trading days
must elapse before we can deliver a new put notice to Cornell Capital. We have
issued 10,000 shares of our Class A common stock to a placement agent as of the
effective date as consideration for their services in connection with the 2002
Equity Line Agreement.

During the nine months ended April 30, 2003, Cornell Capital was required to pay
$1,885,000 and it received 5,633,266 shares of Class A common stock and we
received proceeds of $1,783,250 net of $101,750 of placement fees as a result of
the exercise by us of put options pursuant to the 2002 Equity Line Agreement. As
of April 30, 2003, we had the ability to require Cornell Capital to purchase
shares of our common stock pursuant to the 2002 Equity Line Agreement at an
aggregate purchase price of $8,115,000 through August 28, 2004.

During the first fiscal quarter of this year we thought it would be prudent to
diversify our source of financing beyond our current private equity line. On
December 10, 2002, we sold 1,136,364 shares of Class A common stock through a
private placement and received proceeds of $475,000 net of a $25,000 placement
fee.

During the nine months ended April 30, 2003, options to purchase 319,600 shares
of Class A common stock were exercised resulting in proceeds of $8,960.

On April 1, 2002, two of our executive officers loaned the Company a total of
$400,000 subject to the terms and conditions of unsecured promissory notes that
bear interest at an annual rate of 2.69%. Pursuant to the agreements, as last
amended on March 31, 2003, the notes will mature on the earlier of (i) June 30,
2003 or (ii) the effective date of a "Change in Control" of JAG Media, as such
term is defined in our Long-Term Incentive Plan.

<PAGE>

In addition, during the nine months ended April 30, 2003, we issued 1,395,604
shares of Class A common stock with a fair value of $831,141 in exchange for
services.

During the nine months ended April 30, 2003, we used cash of approximately
$1,921,000 in our operations of which approximately $767,000 was used to reduce
accounts payable and accrued expenses and the remainder to primarily fund our
net loss.

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.

The FASB and the Accounting Standards Committee of the American Institute of
Certified Public Accountants had issued certain accounting pronouncements as of
April 30, 2003 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 nine months ended April 30, 2003 and 2002 or that they will have a
significant effect at the time they become effective.

Item 3. Disclosure Controls and Procedures.

Our Chief Executive Officer and Chief Financial Officer have reviewed and
evaluated the effectiveness of our disclosure controls and procedures that we
have in place with respect to the accumulation and communication of information
to management and the recording, processing, summarizing and recording thereof
for the purpose of preparing and filing this quarterly report on Form 10-QSB as
of a date within 90 days before the filing date of this quarterly report. Based
on that evaluation, the Chief Executive Officer and Chief Financial Officer have
concluded that our current disclosure controls and procedures are an effective
means for timely communication of material information relating to us required
to be disclosed in the reports we file or submit under the Securities Exchange
Act of 1934, as amended.

There have been no significant changes in our internal controls or in other
factors that could significantly affect internal controls subsequent to the date
that they carried out their evaluation.


<PAGE>

                                     PART II
                                OTHER INFORMATION

Item 1. Legal Proceedings.

On June 20, 2002, JAG Media Holdings, Inc. (referred to herein as "we", "JAG
Media" or the "Company") and its President and Chief Executive Officer, Gary
Valinoti, filed a complaint in the 165th District Court of Harris County, Texas
against over 150 brokerage firms, alleging, among other things, a conspiracy
among the defendants to short sell JAG Media stock. The original lawsuit was
subsequently amended on June 24, 2002 and was recently removed to the United
States District Court for the Southern District of Texas. The plaintiffs
subsequently filed a motion in the United States District Court for the Southern
District of Texas to have the action remanded back to the state court where it
was originally commenced. That motion was denied and the action is proceeding in
the federal district court. The court is currently entertaining several motions
to dismiss made by various defendants. Briefing on those issues has concluded
and the parties are currently awaiting the Court's ruling. Additionally, the
discovery process has begun, and the plaintiffs are currently pursuing document
production and the names and locations of certain fact witnesses and corporate
representatives.

In this action, the plaintiffs seek an immediate accounting of all short
positions, an accounting of all profits made by defendants in trading JAG Media
stock, disgorgement of any profits made by the defendants, actual damages
incurred as a result of the defendant's trading activities, exemplary damages
for the defendants' intentional conduct and attorneys fees and costs incurred as
a result of this litigation. In our view, unusual patterns of trading suggest a
substantial illegal short position in our shares, which we hope to verify
through various pre-trial procedures.

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

Item 2. Changes in Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Submission of Matters to a Vote of Security Holders.

None.

Item 5. Other Information.


<PAGE>

Amendments to Promissory Notes.

Pursuant to an amendment dated March 31, 2003 to the promissory note, dated
April 1, 2002, issued by us to Thomas J. Mazzarisi, our Executive Vice
President, Chief Financial Officer and General Counsel, in the amount of
$200,000, the maturity date of said note was extended from March 31, 2003 to the
earlier of (i) June 30, 2003 or (ii) the effective date of a "Change in Control"
of JAG Media, as such term is defined in the JAG Media Long-Term Incentive Plan,
as amended to date. The note remains issued and outstanding as of the date of
this filing.

Pursuant to an amendment dated March 31, 2003 to the promissory note, dated
April 1, 2002, issued by us to Stephen J. Schoepfer, our Executive Vice
President and Chief Operating Officer, in the amount of $200,000, the maturity
date of said note was extended from March 31, 2003 to the earlier of (i) June
30, 2003 or (ii) the effective date of a "Change in Control" of JAG Media, as
such term is defined in the JAG Media Long-Term Incentive Plan, as amended to
date. The note remains issued and outstanding as of the date of this filing.

Acquisition of OIL@WORK.

On June 16, 2003, we entered into a third amendment to that certain Letter of
Intent, dated February 14, 2003 (as first amended April 15, 2003 and further
amended April 30, 2003 and May 30, 2003, the "Letter of Intent"), to acquire
OIL@WORK Group, Inc.("OIL@WORK"), pursuant to which the Company and OIL@WORK
agreed to extend the Termination Date (as defined in the Letter of Intent) to
June 30, 2003.



<PAGE>

Stock Dividend.

On March 18, 2003, we announced our intention to declare a special stock
dividend.. To effect such dividend, we filed a Certificate of Designation with
the Secretary of State of the State of Nevada on April 11, 2003 which designated
a new series of Class B common stock, par value $0.00001 per share ("Series 2
Class B Common Stock"), of the Company which was distributed by dividend to the
our stockholders of record as of the close of business on April 14, 2003 in the
ratio of one share of Series 2 Class B Common Stock for every 100 shares of
Class A common stock, par value $0.00001 per share ("Class A Common Stock"), of
the Company. Such shares of Series 2 Class B Common Stock are non-voting, have
dividend and liquidation rights equal to the Class A Common Stock and are
redeemable, which redemption by the Company is mandatory to the fullest extent
permitted by law within six months following final resolution of the Company's
pending lawsuit in Texas federal court against various brokerage firms (or any
related successor lawsuit) at a redemption price which is the greater of (a) par
value or (b) ninety percent of the net proceeds to the Company of such lawsuit
after payment of fees and expenses incurred in connection with such lawsuit and
all taxes on net income accrued or paid with respect to such net amount. The
shares of Series 2 Class B Common Stock do not have a CUSIP number.

Our transfer agent has completed the issuance and mailing of Series 2 Class B
Common Stock dividend certificates to all registered beneficial shareholders. In
addition to mailing dividend stock certificates to registered shareholders, our
transfer agent has commenced the issuance and mailing of Series 2 Class B Common
Stock dividend certificates to beneficial owners who appear on beneficial owner
lists supplied by brokers which conform to their share position with the
Depository Trust Company ("DTC").

As of the date of this Quarterly Report on Form 10-QSB, however, there remain a
number of brokerage firms that have still not submitted their beneficial owner
lists to our transfer agent, notwithstanding that such lists were required to be
submitted to the transfer agent within five business days after the dividend
record date. We have sent written notices to those brokers informing them that
their continued failure to submit their beneficial owner lists is preventing
their beneficial owners from receiving the dividend. Certain other brokers have
submitted beneficial owner lists which do not match their DTC position or have
submitted updated beneficial owner lists which the transfer agent is still in
the process of reconciling. Some beneficial owner lists exceed their DTC
positions, some are less than their DTC positions and others have been submitted
by brokers that DTC shows as not having any position at all in the our Class A
Common Stock with DTC as of the dividend record date. We will only issue the new
Series 2 Class B Common Stock dividend certificates to those beneficial owners
listed in the beneficial owner lists submitted by each DTC participant which do
not exceed such participant's position with DTC as of the record date as
reflected on DTC's security position listing. Accordingly, our transfer agent
cannot begin issuing dividend certificates to customers of any DTC participant
(broker) whose beneficial owner list does not match its DTC position until the
participant has submitted an updated beneficial owner list to the transfer agent
which matches its DTC position.

<PAGE>

Interested shareholders may refer to our web site for current information with
respect to the distribution of the dividend shares.

Item 6. Exhibits and Reports on Form 8-K.

(a) Exhibits.

Exhibit No.       Description
-----------       -----------

4.1               Amendment, dated March 31, 2003, to Promissory Note, dated
                  April 1, 2002 in the amount of $200,000 issued to Thomas J.
                  Mazzarisi.

4.2               Amendment, dated March 31, 2003, to Promissory Note, dated
                  April 1, 2002 in the amount of $200,000 issued to Stephen J.
                  Schoepfer.

99.1              Fourth Amendment to Letter of Intent, dated June 16, 2003,
                  among the Company, OIL@WORK and certain stockholders of
                  OIL@WORK.

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


(b) Reports on Form 8-K.

The Company filed the following reports on Form 8-K during the three month
period ended April 30, 2003:

         o        Current Report on Form 8-K filed with the Commission on
                  February 6, 2003, attaching a press release which announced
                  that the Company had retained O'Quinn, Laminack & Pirtle of
                  Houston, Texas as its counsel to assist the Company in
                  assessing its options in light of the guidance statement
                  issued by DTC on January 28, 2003 in which DTC indicated that
                  it would no longer permit issuers to exit their securities
                  from the DTC system;

         o        Current Report on Form 8-K filed with the Commission on
                  February 18, 2003, announcing that the Company had entered
                  into a Letter of Intent, dated February 14, 2003, to acquire
                  OIL@WORK Group, Inc., a privately held Delaware corporation
                  based in Dallas, Texas;

         o        Current Report on Form 8-K filed with the Commission on March
                  19, 2003, attaching a press release which announced that the
                  Company's Board of Directors had declared a special stock
                  dividend;

         o        Current Report on Form 8-K filed with the Commission on March
                  25, 2003, attaching a press release which clarified for
                  stockholders and brokers the procedure through which
                  stockholders may obtain their stock dividend certificates; and

<PAGE>

o                 Current Report on Form 8-K filed with the Commission on April
                  15, 2003, attaching an amendment to the Letter of Intent with
                  OIL@WORK, pursuant to which the Company and OIL@WORK agreed to
                  first extend the Termination Date (as defined in the Letter of
                  Intent) to April 30, 2003.



<PAGE>


                                   SIGNATURES

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


                                       JAG MEDIA HOLDINGS, INC.

Date: June 16, 2003                    By: /s/ Gary Valinoti
                                           -------------------
                                           Name:  Gary Valinoti
                                           Title: President and Chief Executive
                                                  Officer

Date: June 16, 2003                    By: /s/ Thomas J. Mazzarisi
                                           -------------------------
                                           Name:  Thomas J. Mazzarisi
                                           Title: Executive Vice President,
                                           Chief Financial Officer and
                                           General Counsel



<PAGE>


                                 CERTIFICATIONS
                                 --------------

         I, Gary Valinoti, Chief Executive Officer of JAG Media Holdings, Inc.,
certify that:

         1. I have reviewed this quarterly report on Form 10-QSB of JAG Media
Holdings, Inc.;

         2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;

         3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

         4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

                  a) Designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;

                  b) Evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and

                  c) Presented in this quarterly report our conclusions about
the effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

         5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):

                  a) All significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

                  b) Any fraud, whether or not material, that involves
management or other employees who have a significant role in the registrant's
internal controls; and

         6. The registrant's other certifying officers and I have indicated in
this quarterly report whether there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: June 16, 2003


                                    /s/  Gary Valinoti
                                    --------------------------------------
                                    Name: Gary Valinoti
                                    Title: Chief Executive Officer

<PAGE>


         I, Thomas J. Mazzarisi, Chief Financial Officer of JAG Media Holdings,
Inc., certify that:

         1. I have reviewed this quarterly report on Form 10-QSB of JAG Media
Holdings, Inc.;

         2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;

         3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

         4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

                  a) Designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;

                  b) Evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and

                  c) Presented in this quarterly report our conclusions about
the effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

         5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):

                  a) All significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

                  b) Any fraud, whether or not material, that involves
management or other employees who have a significant role in the registrant's
internal controls; and

         6. The registrant's other certifying officers and I have indicated in
this quarterly report whether there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: June 16, 2003


                                    /s/ Thomas J. Mazzarisi
                                    -------------------------------------------
                                    Name: Thomas J. Mazzarisi
                                    Title: Chief Financial Officer



<PAGE>


                                  EXHIBIT INDEX
                                  -------------


Exhibit No.       Description
-----------       -----------

4.1               Amendment, dated March 31, 2003, to Promissory Note, dated
                  April 1, 2002 in the amount of $200,000 issued to Thomas J.
                  Mazzarisi.

4.2               Amendment, dated March 31, 2003, to Promissory Note, dated
                  April 1, 2002 in the amount of $200,000 issued to Stephen J.
                  Schoepfer.

99.1              Fourth Amendment to Letter of Intent, dated June 16, 2003,
                  among the Company, OIL@WORK and certain stockholders of
                  OIL@WORK.

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