<PAGE>

     As filed with the Securities and Exchange Commission on May 1, 2002
                                                      Registration No. 333-_____


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  -------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                                  -------------

                            JAG Media Holdings, Inc.
                            (f/k/a JagNotes.com Inc.
             (Exact name of Registrant as specified in its charter)

          Nevada                                             88-0380456
(State or other jurisdiction of                            (IRS Employer
incorporation or organization)                           Identification No.)

                                  -------------

                               6865 SW 18th Street
                                    Suite B13
                            Boca Raton, Florida 33433
          (Address, including zip code, of Principal Executive Offices)
                                 --------------


                            JAG Media Holdings, Inc.
                          1999 Long-Term Incentive Plan
                            (Full Title of the Plan)

                                  -------------

                               Thomas J. Mazzarisi
                            Executive Vice President
                               6865 SW 18th Street
                                    Suite B13
                            Boca Raton, Florida 33433
                                 (561) 393-0605
                      (Name, address, and telephone number,
                   including area code, of agent for service)



<PAGE>


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
---------------------------------- ------------------- ---------------------- -------------------- -------------------
                                                         Proposed Maximum      Proposed Maximum
     Title of Each Class of           Amount to be      Offering Price Per    Aggregate Offering       Amount of
   Securities to be Registered         Registered              Share                 Price          Registration Fee
---------------------------------- ------------------- ---------------------- -------------------- -------------------
<S>                                     <C>                        <C>                 <C>             <C>
Class A common stock, $.00001           6,000,000 (1)              $0.70(2)           $4,200,000      $162.14 (3)(4)
par value...
---------------------------------- ------------------- ---------------------- -------------------- -------------------
</TABLE>

(1)      Pursuant to Rule 416(a), the number of shares being registered shall
         include an indeterminate number of additional shares of common stock or
         common stock which may become issuable as a result of stock splits,
         stock dividends, or similar transactions in accordance with
         anti-dilution provisions of the 1999 Long-Term Incentive Plan.

(2)      Calculated pursuant to Rules 457(c) and (h), based upon the average of
         the ask and bid prices for the Class A common stock as reported on the
         Nasdaq OTC Bulletin Board for April 29, 2002.

(3)      Calculated pursuant to Section 6(b) of the Securities Act of 1933 as
         follows: Proposed maximum aggregate offering price multiplied by
         .000092.

(4)      Pursuant to Rule 457(p) under the Securities Act of 1933, as amended,
         the filing fee of $224.26 paid with respect to 2,819,875 unsold shares
         is being carried forward from Registration Statement No. 333-52350 to
         this Registration Statement. Therefore, a registration fee of $162.14
         ($386.40 less $224.26)is being paid in connection with the filing of
         this Registration Statement.



<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.   Plan Information.*

Item 2.   Registrant Information and Employee Plan Annual Information.*

* Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this registration statement in accordance with Rule 428 under
the Securities Act of 1933, as amended (the "Act"), and the Explanatory Note to
Part I of this Registration Statement on Form S-8.



<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

          The following documents filed by us with the Securities and Exchange
Commission ("SEC") are incorporated by reference into this Registration
Statement:

         (a) Registration Statement on Form 8-A of the registrant, filed with
the SEC on March 25, 2002;

         (b) Quarterly Report on Form 10-QSB of the registrant for the quarter
ended January 31, 2002, filed with the SEC on March 8, 2002;

         (c) Quarterly Report on Form 10-QSB of the registrant for the quarter
ended October 31, 2002, filed with the SEC on December 26, 2001; and

         (d) Annual Report on Form 10-KSB of the registrant for the year ended
July 31, 2001, filed with the SEC on October 24, 2001 as amended by Form
10-KSB/A filed with the SEC on November 8, 2001; and

         (e) Current Report on Form 8-K of the registrant, filed with the SEC on
May 1, 2002.

          All reports and other documents subsequently filed by us pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.

          Any statement contained herein or in a document all or a portion of
which is incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

Item 4.   Description of Securities.

          Not Applicable.

Item 5.   Interests of Named Experts and Counsel.

         The validity of the shares offered hereby was passed upon for the
registrant by Thomas J. Mazzarisi, Esq. Mr. Mazzarisi is the beneficial owner of
610,000 shares of Class A common stock of the registrant. Mr. Mazzarisi serves
as the Executive Vice President, Chief Financial Officer and General Counsel of
the registrant.
<PAGE>

Item 6.   Indemnification of Directors and Officers.

          The By-laws and Articles of Incorporation of the registrant and
certain provisions of the Nevada Revised Statutes provide for indemnification of
directors and officers against certain liabilities. Officers and directors of
the registrant are indemnified generally against expenses actually and
reasonably incurred in connection with actions, suits or proceedings, whether
civil or criminal, provided that it is determined that they acted in good faith,
and, in any criminal matter, had reasonable cause to believe that their conduct
was not unlawful.

Item 7.   Exemption from Registration Claimed.

          Not Applicable.

Item 8.   Exhibits.

Exhibit           Description
-------           -----------

3.1      Articles of Incorporation. (1)

3.2      Certificate of Amendment of Articles of Incorporation filed with the
         Secretary of State of the State of Nevada on April 8, 2002.*

3.3      By-Laws. (1)

5.1      Opinion of Thomas J. Mazzarisi, Esq.*

10.1     JAG Media Holdings, Inc. 1999 Long-Term Incentive Plan, as amended.*

23.1     Consent of J.H. Cohn LLP.*

23.2     Consent of Thomas J. Mazzarisi, Esq. (included in Exhibit 5.1).*

24.1     Power of Attorney (included on page II-5 of this Registration
         Statement).*

*        Filed Herewith

(1)      Previously filed as an exhibit to Amendment No. 1 to our Registration
         Statement on Form SB-2 filed on September 30, 1999.


<PAGE>



Item 9.   Undertakings.

  (a)    The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

                  (i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;

                  (ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this Registration
Statement; and

                  (iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.

         (2) That, for the purpose of determining any liability under the Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

     (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the SEC such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.


<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Boca Raton, State of Florida, on May 1, 2002.

                                       JAG MEDIA HOLDINGS, INC.

                                       By:  /s/ Gary Valinoti
                                       -----------------------------------------
                                            Name:    Gary Valinoti
                                            Title:   Chief Executive Officer and
                                                     President

         Each person whose signature appears below constitutes and appoints
Thomas J. Mazzarisi, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement and any and all other
documents and instruments incidental thereto, and to file the same, with all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission and any other regulatory authority, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent, or his substitute, may lawfully do or
cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following individuals
in the capacities and on the dates indicated.

 /s/ Gary Valinoti                                                 May 1, 2002
-----------------------------------------------
Gary Valinoti, President, Chief Executive
Officer and Director
(Principal Executive Officer)

 /s/ Thomas Mazzarisi                                              May 1, 2002
-----------------------------------------------
Thomas Mazzarisi, Executive Vice President,
Chief Financial Officer, General Counsel
and Director
(Principal Financial and Accounting Officer)

 /s/ Stephen Schoepfer                                             May 1, 2002
-----------------------------------------------
Stephen Schoepfer, Executive Vice President,
Chief Operating Officer, Secretary and Director


<PAGE>


                                  EXHIBIT INDEX

Exhibit       Description
-------       -----------

3.2      Certificate of Amendment of Articles of Incorporation filed with the
         Secretary of State of the State of Nevada on April 8, 2002.

5.1      Opinion of Thomas J. Mazzarisi, Esq.

10.1     JAG Media Holdings, Inc. 1999 Long-Term Incentive Plan, as amended.

23.1     Consent of J.H. Cohn LLP.

23.2     Consent of Thomas J. Mazzarisi, Esq. (included in Exhibit 5.1).

24.1     Power of Attorney (included on page II-5 of this Registration
         Statement).
[{"type": "S-8", "sequence": "1", "filename": "b317960_s8.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 15518}]
{"company-data": {"conformed-name": "JAG MEDIA HOLDINGS INC", "cik": "0001089029", "assigned-sic": "7389", "irs-number": "880380456", "state-of-incorporation": "NV", "fiscal-year-end": "0731"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-87392", "film-number": "02630593"}, "business-address": {"street1": "6865 SW 18TH STREET SUITE B13", "city": "BACA RATON", "state": "FL", "zip": "33433", "phone": "7322921800"}, "mail-address": {"street1": "6865 SW 18TH STREET SUITE B13", "city": "BOC RATON", "state": "FL", "zip": "33433"}, "former-company": {"former-conformed-name": "JAGNOTES COM", "date-changed": "19990722"}}
As filed with the Securities and Exchange Commission on May 1, 2002
                                                      Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  -------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                                  -------------

                            JAG Media Holdings, Inc.
                            (f/k/a JagNotes.com Inc.
             (Exact name of Registrant as specified in its charter)

          Nevada                                             88-0380456
(State or other jurisdiction of                            (IRS Employer
incorporation or organization)                           Identification No.)

                                  -------------

                               6865 SW 18th Street
                                    Suite B13
                            Boca Raton, Florida 33433
          (Address, including zip code, of Principal Executive Offices)
                                 --------------

                            JAG Media Holdings, Inc.
                          1999 Long-Term Incentive Plan
                            (Full Title of the Plan)

                                  -------------

                               Thomas J. Mazzarisi
                            Executive Vice President
                               6865 SW 18th Street
                                    Suite B13
                            Boca Raton, Florida 33433
                                 (561) 393-0605
                      (Name, address, and telephone number,
                   including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
---------------------------------- ------------------- ---------------------- -------------------- -------------------
                                                         Proposed Maximum      Proposed Maximum
     Title of Each Class of           Amount to be      Offering Price Per    Aggregate Offering       Amount of
   Securities to be Registered         Registered              Share                 Price          Registration Fee
---------------------------------- ------------------- ---------------------- -------------------- -------------------
Class A common stock, $.00001           6,000,000 (1)              $0.70(2)           $4,200,000      $162.14 (3)(4)
par value...
---------------------------------- ------------------- ---------------------- -------------------- -------------------
(1)      Pursuant to Rule 416(a), the number of shares being registered shall
         include an indeterminate number of additional shares of common stock or
         common stock which may become issuable as a result of stock splits,
         stock dividends, or similar transactions in accordance with
         anti-dilution provisions of the 1999 Long-Term Incentive Plan.

(2)      Calculated pursuant to Rules 457(c) and (h), based upon the average of
         the ask and bid prices for the Class A common stock as reported on the
         Nasdaq OTC Bulletin Board for April 29, 2002.

(3)      Calculated pursuant to Section 6(b) of the Securities Act of 1933 as
         follows: Proposed maximum aggregate offering price multiplied by
         .000092.

(4)      Pursuant to Rule 457(p) under the Securities Act of 1933, as amended,
         the filing fee of $224.26 paid with respect to 2,819,875 unsold shares
         is being carried forward from Registration Statement No. 333-52350 to
         this Registration Statement. Therefore, a registration fee of $162.14
         ($386.40 less $224.26)is being paid in connection with the filing of
         this Registration Statement.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.   Plan Information.*

Item 2.   Registrant Information and Employee Plan Annual Information.*

* Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this registration statement in accordance with Rule 428 under
the Securities Act of 1933, as amended (the "Act"), and the Explanatory Note to
Part I of this Registration Statement on Form S-8.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

          The following documents filed by us with the Securities and Exchange
Commission ("SEC") are incorporated by reference into this Registration
Statement:

         (a) Registration Statement on Form 8-A of the registrant, filed with
the SEC on March 25, 2002;

         (b) Quarterly Report on Form 10-QSB of the registrant for the quarter
ended January 31, 2002, filed with the SEC on March 8, 2002;

         (c) Quarterly Report on Form 10-QSB of the registrant for the quarter
ended October 31, 2002, filed with the SEC on December 26, 2001; and

         (d) Annual Report on Form 10-KSB of the registrant for the year ended
July 31, 2001, filed with the SEC on October 24, 2001 as amended by Form
10-KSB/A filed with the SEC on November 8, 2001; and

         (e) Current Report on Form 8-K of the registrant, filed with the SEC on
May 1, 2002.

          All reports and other documents subsequently filed by us pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.

          Any statement contained herein or in a document all or a portion of
which is incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

Item 4.   Description of Securities.

          Not Applicable.

Item 5.   Interests of Named Experts and Counsel.

         The validity of the shares offered hereby was passed upon for the
registrant by Thomas J. Mazzarisi, Esq. Mr. Mazzarisi is the beneficial owner of
610,000 shares of Class A common stock of the registrant. Mr. Mazzarisi serves
as the Executive Vice President, Chief Financial Officer and General Counsel of
the registrant.
Item 6.   Indemnification of Directors and Officers.

          The By-laws and Articles of Incorporation of the registrant and
certain provisions of the Nevada Revised Statutes provide for indemnification of
directors and officers against certain liabilities. Officers and directors of
the registrant are indemnified generally against expenses actually and
reasonably incurred in connection with actions, suits or proceedings, whether
civil or criminal, provided that it is determined that they acted in good faith,
and, in any criminal matter, had reasonable cause to believe that their conduct
was not unlawful.

Item 7.   Exemption from Registration Claimed.

          Not Applicable.

Item 8.   Exhibits.

Exhibit           Description
-------           -----------

3.1      Articles of Incorporation. (1)

3.2      Certificate of Amendment of Articles of Incorporation filed with the
         Secretary of State of the State of Nevada on April 8, 2002.*

3.3      By-Laws. (1)

5.1      Opinion of Thomas J. Mazzarisi, Esq.*

10.1     JAG Media Holdings, Inc. 1999 Long-Term Incentive Plan, as amended.*

23.1     Consent of J.H. Cohn LLP.*

23.2     Consent of Thomas J. Mazzarisi, Esq. (included in Exhibit 5.1).*

24.1     Power of Attorney (included on page II-5 of this Registration
         Statement).*

*        Filed Herewith

(1)      Previously filed as an exhibit to Amendment No. 1 to our Registration
         Statement on Form SB-2 filed on September 30, 1999.
Item 9.   Undertakings.

  (a)    The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

                  (i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;

                  (ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this Registration
Statement; and

                  (iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.

         (2) That, for the purpose of determining any liability under the Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

     (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the SEC such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Boca Raton, State of Florida, on May 1, 2002.

                                       JAG MEDIA HOLDINGS, INC.

                                       By:  /s/ Gary Valinoti
                                       -----------------------------------------
                                            Name:    Gary Valinoti
                                            Title:   Chief Executive Officer and
                                                     President

         Each person whose signature appears below constitutes and appoints
Thomas J. Mazzarisi, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement and any and all other
documents and instruments incidental thereto, and to file the same, with all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission and any other regulatory authority, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent, or his substitute, may lawfully do or
cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following individuals
in the capacities and on the dates indicated.

 /s/ Gary Valinoti                                                 May 1, 2002
-----------------------------------------------
Gary Valinoti, President, Chief Executive
Officer and Director
(Principal Executive Officer)

 /s/ Thomas Mazzarisi                                              May 1, 2002
-----------------------------------------------
Thomas Mazzarisi, Executive Vice President,
Chief Financial Officer, General Counsel
and Director
(Principal Financial and Accounting Officer)

 /s/ Stephen Schoepfer                                             May 1, 2002
-----------------------------------------------
Stephen Schoepfer, Executive Vice President,
Chief Operating Officer, Secretary and Director
EXHIBIT INDEX

Exhibit       Description
-------       -----------

3.2      Certificate of Amendment of Articles of Incorporation filed with the
         Secretary of State of the State of Nevada on April 8, 2002.

5.1      Opinion of Thomas J. Mazzarisi, Esq.

10.1     JAG Media Holdings, Inc. 1999 Long-Term Incentive Plan, as amended.

23.1     Consent of J.H. Cohn LLP.

23.2     Consent of Thomas J. Mazzarisi, Esq. (included in Exhibit 5.1).

24.1     Power of Attorney (included on page II-5 of this Registration
         Statement).