<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                        ---------------------------------
                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported):  May 25, 2006

                            JAG Media Holdings, Inc.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

<TABLE>
<CAPTION>
               Nevada                             000-28761                              88-0380546
--------------------------------------------------------------------------------------------------------------------
    <S>                                    <C>                              <C>
   (State or other jurisdiction of         (Commission File Number)         (I.R.S. Employer Identification No.)
           incorporation)
</TABLE>

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

Registrant's telephone number, including area code:   (866) 300-7410

                                 Not Applicable
--------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)


     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

     |_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)

     |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

     |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

     |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))

<PAGE>

Item:  1.01.  Entry into a Material Definitive Agreement.

         The Company has entered into the following material definitive
agreements, all delivered and effective May 25, 2006 and all with Cornell
Capital Partners, LP ("Cornell Capital"). The Company and its affiliates have no
relationship with Cornell Capital except that the Company had entered into an
Equity Line Purchase Agreement with Cornell Capital on April 9, 2002 pursuant to
which it has agreed to purchase the Company's shares of common stock through
puts which the Company delivered to it from time to time, which until 2005 was
the Company's principal source of liquidity. In addition, Cornell Capital
purchased the Company's $2,000,000 Promissory Note dated January 25, 2005.

         Such material definitive agreements are as follows:

         (i)    Letter Agreement pursuant to which the Company and Cornell
                Capital agreed to convert $250,000 of the principal amount of
                the Company's $2,000,000 Promissory Note into 1,250,000 shares
                of the Company's common stock and thereafter convert the
                remaining $1,750,000 of principal amount of the Promissory Note
                and $150,000 of accrued and unpaid interest into a $1,900,000
                10% secured convertible debenture due May 2009, as described
                below under Item 3.02 below. The Company's shares bore an agreed
                restrictive legend. Put notices and Irrevocable Transfer Agent
                Instructions issued in connection with the Promissory Note were
                cancelled. The Company agreed to reserve 25,000,000 shares of
                its common stock for issuance upon conversion of such $1,900,000
                10% secured convertible debenture. The Company paid a $15,000
                fee of counsel to Cornell Capital for an opinion with respect to
                certain aspects of the transaction.

         (ii)   Securities Purchase Agreement pursuant to which the Company
                agreed to sell and Cornell Capital agreed to buy a $1,250,000
                10% secured convertible debenture, which they did effective May
                25, 2006, and a $1,000,000 10% secured convertible debenture,
                which they did effective May 31, 2006. The debentures are
                described below under Item 3.02. Cornell Capital purchased the
                debentures for investment and they bore an agreed restrictive
                legend. The Company made representations as to its business and
                all the related transaction documents and made covenants as to
                its use of proceeds, reservation of shares and other matters.
                The Company also agreed to issue warrants for 12,000,000 shares
                of its common stock with exercise prices for 2,000,000 shares at
                each of $.40, $.50 and $.60 and for 3,000,000 shares at each of
                $.70 and $.80. The warrants are described below under Item 3.02.
                The Company is required to pay its own costs in connection with
                the transaction, a fee of 10% of the principal amount of the
                debentures (i.e., $225,000), and a restructuring fee of $15,000
                to the general partner of Cornell Capital. The Company was
                required to issue irrevocable transfer agent instructions
                relating to the issuance of stock certificates on conversion of
                the debentures or exercise of the warrants. The Company was also
                required to deliver on behalf of itself and its Subsidiary, JAG
                Media LLC, security agreements described in (iii) below. The
                Company indemnified Cornell Capital against any
                misrepresentation, breach, or claim relating to the debentures.
                Cornell Capital agreed that nothing in any of the transaction
                documents prohibited the Company from a merger, the payment of a
                dividend in the shares of a subsidiary or issuing up to
                4,000,000 shares of its common stock registered on a
                Registration Statement on Form S-8.


<PAGE>

         (iii)  Security Agreements, executed by the Company and its subsidiary,
                JAG Media LLC, granting Cornell Capital a security interest in
                all their respective assets. The Company and its subsidiary may
                not incur any further liens, declare a dividend, issue any
                guarantees or incur any new indebtedness in excess of $25,000
                other than trade accounts payable. These security agreements
                will terminate once the Company's registration statement for the
                shares underlying the debentures and the warrants has been
                effective for 60 days, provided the shares of common stock of
                the Company are traded on the Pink Sheets with a closing bid
                price above $.08 and no "event of default" as defined in the
                debentures has occurred.

         (iv)   Investor Registration Rights Agreement pursuant to which the
                Company agreed to file a registration statement with respect to
                the debentures and warrants described above by June 23, 2006.
                The Company agreed to register a total of 66,000,000 shares of
                its common stock and to use its best efforts to have the
                registration statement become effective within 150 days of May
                24, 2006 and stay effective. If it does not become and stay
                effective in such timely manner the Company must pay liquidated
                damages of 2% of the principal of the debentures for each 30 day
                period of ineffectiveness, but not to exceed 20% of such
                principal amount. The Company must update the registration
                statement when required within 15 days and any amended
                registration statement must become effective within 60 days. The
                Company must indemnify Cornell Capital and related parties
                against any damages arising from any misrepresentation, claim or
                violation related to the registration statement.

         On May 30 and 31, 2006, the Company exchanged general releases with Bay
Point Investment Partners, LLC, Special K Investors and Seth Kanegis and the
Company paid $250,000 to such parties. The exchange of releases settled a claim
of the parties against the Company. Bay Point Investment Partners, LLC, with
which Special K Investors and Seth Kanegis are related, had previously purchased
shares of the Company in two private placements and remains a shareholder of the
Company.

Item:  1.02.  Termination of a Material Definitive Agreement.

         Effective May 25, 2006, Cornell Capital, by letter agreement with the
Company terminated its existing Equity Line Purchase Agreement with the Company
dated April 9, 2002. This agreement had provided the Company with its principal
source of liquidity until 2005. The agreement was terminated in the
circumstances described in paragraphs (i) and (ii) under Item 1.01 above.

Item 2.03.  Creation of a Direct Financial Obligation or an Obligation under an
            Off-Balance Sheet Arrangement of a Registrant.

Item 3.02.  Unregistered Sales of Equity Securities.

         (i)    On May 25, 2006, the Company issued 1,250,000 shares of its
                common stock to Cornell Capital upon conversion of $250,000 of
                principal amount of its $2,000,000 Promissory Note, dated
                January 25, 2005, payable to Cornell Capital into such shares.
                No underwriting discounts or commissions were paid.


<PAGE>

         (ii)   On May 25, 2006 the Company issued its $1,900,000 10% secured
                convertible debenture to Cornell Capital upon conversion of the
                remaining $1,750,000 principal amount of its $2,000,000
                Promissory Note and accrued but unpaid interest thereon of
                $150,000. No underwriting discounts or commissions were paid.

                On May 25, 2006 and May 31, 2006 the Company sold, respectively,
                its $1,250,000 10% secured convertible debenture and its
                $1,000,000 10% secured convertible debenture to Cornell Capital
                for cash in the face amount of each such debenture. Ten percent
                of each debenture was withheld from the disbursement as a fee
                and a $15,000 structuring fee was paid to the general partner of
                Cornell Capital, Yorkville Advisors, LLC.

                All of the secured convertible debentures will mature in May
                2009. We may, in our sole discretion, redeem any and all amounts
                owed under such debentures provided that the closing bid price
                of our common stock is less than the fixed conversion price,
                initially $0.40 per share, at the time we deliver notice to
                Cornell of our desire to redeem any amounts owed. We must pay a
                redemption premium of 10% on any amounts redeemed.

                Upon the occurrence of any defined "event of default," including
                among others a payment default, bankruptcy, cessation of trading
                in our shares, failure to timely register our shares issuable on
                conversion, ineffectiveness of such registration, a change in
                control (other than any permitted merger such as with
                Cryptometrics), and the failure to perform under any of our
                agreements with Cornell Capital, the holder of a secured
                convertible debenture may request immediate payment of all
                principal and accrued interest on such debenture. Also, if we
                are unable to deliver the required number of shares quoted on
                the Pink Sheets, we may be required to pay cash to Cornell
                Capital equivalent to the value of the shares that we failed to
                deliver.

                Cornell Capital has the right to convert the debentures, at its
                sole option, into shares of our common stock at a conversion
                price which shall be the lower of (i) $0.40 per share or (ii) a
                10% discount to the lowest volume weighted average price, as
                reported by Bloomberg, of our common stock during the 30 trading
                days prior to the conversion date. Cornell Capital may not
                convert the debentures into an amount of shares of our common
                stock that would result in it owning in excess of 4.99% of the
                then total outstanding shares of our common stock, unless
                Cornell Capital chooses to waive such restriction. We are
                required to reserve at all times sufficient shares for issuance
                upon complete conversion of all the secured convertible
                debentures.

                If we issue shares of common stock or rights, warrants, options
                or other securities or debt that are convertible into or
                exchangeable for shares of common stock, being common stock
                equivalents, entitling any person to acquire shares of common
                stock or common stock equivalents, at a price per share less
                than the then fixed conversion price, then, at the sole option
                of the holder of a debenture, the fixed conversion price shall
                be adjusted to mirror the lower conversion, exchange or purchase
                price for such new common stock, or common stock equivalents, at
                issue. No such adjustment shall be made as a result of issuances
                and exercises of options for compensatory purposes under our
                1999 Long-Term Incentive Plan.

                The fixed conversion price of the debentures is also subject to
                adjustment in connection with certain corporate transactions. In
                the event that during the period the debentures remain
                outstanding, we (i) pay a stock dividend or otherwise make a
                distribution on shares of common stock, (ii) subdivide or
                combine any outstanding shares of common stock or (iv) issue any
                shares of common stock by reclassification, the fixed conversion
                price per share will adjusted through its multiplication by a
                fraction, the numerator of which will be the number of shares of
                common stock outstanding before such event and the denominator
                of which will be the number of shares of common stock
                outstanding after such event.


<PAGE>

                If we issue rights, options or warrants to all holders of common
                stock entitling them to subscribe for or purchase shares of
                common stock at a price per share less than the fixed conversion
                price, then such conversion price will be multiplied by a
                fraction, the denominator of which will be the number of shares
                of the common stock outstanding on the date of issuance of such
                rights or warrants (plus the number of additional shares of
                common stock offered for subscription or purchase), and the
                numerator of which will be the number of shares of the common
                stock outstanding on the date of issuance of such rights or
                warrants, plus the number of shares which the aggregate offering
                price of the total number of shares so offered would purchase at
                the fixed conversion price.

                If we distribute to all holders of our common stock evidences of
                our indebtedness, such as notes or other convertible debentures,
                or assets, rights or warrants to subscribe for or purchase any
                security, the fixed conversion price shall be adjusted by
                multiplying the fixed conversion price in effect immediately
                prior to the record date for determination of stockholders
                entitled to receive such distribution by a fraction, the
                denominator of which will be the closing bid price of the common
                stock as determined as of the record date and the numerator of
                which will be the closing bid price on such record date less the
                fair market value at such record date of the portion of such
                assets or evidence of indebtedness so distributed applicable to
                one outstanding share of the common stock as determined by our
                board of directors in good faith.

                In the event that we undertake any reclassification of our
                common stock or any other compulsory share exchange pursuant to
                which our common stock is converted into other securities, cash
                or property, the holders of the secured convertible debentures
                will have the right (i) to convert the then outstanding amount
                under the debentures, together with all accrued and unpaid
                interest, into shares of stock and other securities, cash and
                property receivable upon or deemed to be held by holders of our
                common stock upon such reclassification or share exchange, and
                the holders of the secured convertible debentures shall be
                entitled to receive such amount of securities, cash or property
                as the shares of our common stock into which the then
                outstanding principal amount of, together with any accrued and
                unpaid interest on the secured convertible debenture could have
                been converted immediately prior to such reclassification or
                (ii) require us to pay prepay the outstanding principal amount
                of the secured convertible debenture together with any accrued
                and unpaid interest thereon.

         (iii)  On May 25, 2006, we also issued to Cornell Capital a warrant to
                purchase 2,000,000 shares of our common stock at an exercise
                price of $0.40 per share, a warrant to purchase 2,000,000 shares
                of our common stock at an exercise price of $0.50 per share, a
                warrant to purchase 2,000,000 shares of our common stock at an
                exercise price of $0.60 per share, a warrant to purchase
                3,000,000 shares of our common stock at an exercise price of
                $0.70 per share and a warrant to purchase 3,000,000 shares of
                our common stock at an exercise price of $0.80 per share. The
                warrants expire in May 2011. If an "event of default" as defined
                in the secured convertible debentures has occurred or there is
                no effective registration statement, Cornell Capital can elect
                to do a cashless exercise and receive the appropriately reduced
                number of shares.

<PAGE>

                The exercise price and number of shares issuable pursuant to
                each of the warrants are also subject to adjustment in certain
                circumstances. In the event that we issue or sell any common
                stock, or are deemed to have issued or sold common stock through
                issuing stock options or convertible securities, at or
                representing a price per share less than the exercise price of
                the warrants in effect immediately prior to such issuance or
                sale, then immediately after the issuance or sale, the exercise
                price of the warrants then in effect will be reduced to an
                amount equal to the price at which the common stock was, or was
                deemed to be, sold or issued. No such adjustment shall be made
                as a result of issuances of shares under our 1999 Long-Term
                Incentive Plan. Upon each adjustment to the exercise price of
                the warrants, the number of shares issuable upon exercise of the
                warrants will be adjusted to the number of shares determined by
                multiplying the exercise price in effect immediately prior to
                such adjustment by the number of shares of common stock issuable
                upon exercise of the warrants immediately prior to such
                adjustment and dividing the product by the exercise price
                resulting from such adjustment.

                If we subdivide our common stock through a stock split, dividend
                or recapitalization, the exercise price of the warrants in
                effect immediately prior to such subdivision will be
                proportionately reduced and the number of shares of common stock
                issuable upon exercise of the warrants will be proportionately
                increased. If we combine our common stock through a reverse
                stock split or otherwise, the exercise prices of the warrants in
                effect immediately prior to such combination will be
                proportionately increased and the number of shares of common
                stock issuable upon exercise the warrants will be
                proportionately decreased.

                Additionally, if we make or declare any dividend, or other
                distribution of assets, to holders of common stock, the exercise
                price of the warrants in effect immediately prior to the record
                date fixed for the determination of holders of common stock
                entitled to the distribution will be reduced to a price
                determined by multiplying the exercise price of the warrants by
                a fraction of which (i) the numerator will be the closing sale
                price of the common stock on the trading day immediately
                preceding such record date minus the value of the distribution
                applicable to one share of common stock and (ii) the denominator
                will be the closing sale price of the common stock on the
                trading day immediately prior to such record date.

                The number of shares of common stock issuable upon exercise of
                the warrants will be increased to a number of shares equal to
                the number of shares of common stock obtainable immediately
                prior to the close of business on the record date fixed for
                determination of the holders of common stock entitled to receive
                the distribution multiplied by the reciprocal of the fraction
                described in the immediately preceding paragraph. In the event
                that our common stock is traded on a national securities
                exchange or a national automated quotation system, the holders
                of the warrants will receive an additional warrant to purchase
                common stock, the terms of which will be identical to those of
                these warrants, except that such warrant will be exercisable
                into the amount of the assets that would have been payable to
                the holder of the warrant pursuant to the distribution had the
                holder exercised the warrant immediately prior to such record
                date and with an exercise price equal to the amount by which the
                exercise price of the warrant was decreased with respect to the
                distribution pursuant to the terms of the immediately preceding
                paragraph.

                Unless it waives such restriction, which it may do on 65 days
                prior notice, Cornell Capital may not exercise the warrants
                for an amount of shares of our common stock that would result
                in it owning in excess of 4.99% of the then outstanding shares
                of common stock.

<PAGE>

                                    SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.



                                   JAG MEDIA HOLDINGS, INC.


                                   By: /s/ Thomas J. Mazzarisi
                                       -----------------------------------
                                   Name:  Thomas J. Mazzarisi
                                   Title: Chairman of the Board, Chief Executive
                                          Officer & General Counsel


Dated:  June 1, 2006


<PAGE>



                                INDEX TO EXHIBITS
                                -----------------

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

4.1                Securities Purchase Agreement, effective May 25, 2006, by and
                   between JAG Media Holdings, Inc. and Cornell Capital
                   Partners, LP.

4.2                $1,900,000 Secured Convertible Debenture issued to Cornell
                   Capital Partners, LP effective May 25, 2006.

4.3                Security Agreement, effective May 25, 2006, by and between
                   JAG Media Holdings, Inc. and Cornell Capital Partners, LP.

4.4                Security Agreement, effective May 25, 2006, by and between
                   JAG Media LLC and Cornell Capital Partners, LP.

4.5                Irrevocable Transfer Agent Instructions, effective May 25,
                   2006, by and among JAG Media LLC, Transfer Online, Inc. and
                   Cornell Capital Partners, LP.

4.6                $1,250,000 Secured Convertible Debenture issued to Cornell
                   Capital Partners, LP effective May 25, 2006.

4.7                Form of Warrant issued to Cornell Capital Partners, LP
                   effective May 25, 2006.

4.8                $1,000,000 Secured Convertible Debenture issued to Cornell
                   Capital Partners, LP effective May 31, 2006

10.1               Letter Agreement, effective May 25, 2006, by and between JAG
                   Media Holdings, Inc. and Cornell Capital Partners, LP
                   converting $2,000,000 Promissory Note, dated January 25,
                   2005, as amended August 5, 2005, made by JAG Media Holdings,
                   Inc. for the benefit of Cornell Capital Partners, LP

10.2               Investor Registration Rights Agreement, effective May 25,
                   2006, by and between JAG Media Holdings, Inc. and Cornell
                   Capital Partners, LP

10.3               Letter Agreement, effective May 25, 2006, by and between JAG
                   Media Holdings, Inc. and Cornell Capital Partners, LP
                   terminating Equity Line Purchase Agreement by and between JAG
                   Media Holdings, Inc. and Cornell Capital Partners, LP dated
                   April 9, 2002, as amended on July 8, 2004 and July 21, 2004.
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{"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": "8-K", "act": "34", "file-number": "000-28761", "film-number": "06879951"}, "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"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                        ---------------------------------
                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported):  May 25, 2006

                            JAG Media Holdings, Inc.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)
Nevada                             000-28761                              88-0380546
--------------------------------------------------------------------------------------------------------------------
(State or other jurisdiction of         (Commission File Number)         (I.R.S. Employer Identification No.)
           incorporation)
6865 SW 18th Street, Suite B13
                            Boca Raton, Florida 33433
--------------------------------------------------------------------------------
               (Address of Principal Executive Offices)(Zip Code)

Registrant's telephone number, including area code:   (866) 300-7410

                                 Not Applicable
--------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

     |_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)

     |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

     |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

     |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item:  1.01.  Entry into a Material Definitive Agreement.

         The Company has entered into the following material definitive
agreements, all delivered and effective May 25, 2006 and all with Cornell
Capital Partners, LP ("Cornell Capital"). The Company and its affiliates have no
relationship with Cornell Capital except that the Company had entered into an
Equity Line Purchase Agreement with Cornell Capital on April 9, 2002 pursuant to
which it has agreed to purchase the Company's shares of common stock through
puts which the Company delivered to it from time to time, which until 2005 was
the Company's principal source of liquidity. In addition, Cornell Capital
purchased the Company's $2,000,000 Promissory Note dated January 25, 2005.

         Such material definitive agreements are as follows:

         (i)    Letter Agreement pursuant to which the Company and Cornell
                Capital agreed to convert $250,000 of the principal amount of
                the Company's $2,000,000 Promissory Note into 1,250,000 shares
                of the Company's common stock and thereafter convert the
                remaining $1,750,000 of principal amount of the Promissory Note
                and $150,000 of accrued and unpaid interest into a $1,900,000
                10% secured convertible debenture due May 2009, as described
                below under Item 3.02 below. The Company's shares bore an agreed
                restrictive legend. Put notices and Irrevocable Transfer Agent
                Instructions issued in connection with the Promissory Note were
                cancelled. The Company agreed to reserve 25,000,000 shares of
                its common stock for issuance upon conversion of such $1,900,000
                10% secured convertible debenture. The Company paid a $15,000
                fee of counsel to Cornell Capital for an opinion with respect to
                certain aspects of the transaction.

         (ii)   Securities Purchase Agreement pursuant to which the Company
                agreed to sell and Cornell Capital agreed to buy a $1,250,000
                10% secured convertible debenture, which they did effective May
                25, 2006, and a $1,000,000 10% secured convertible debenture,
                which they did effective May 31, 2006. The debentures are
                described below under Item 3.02. Cornell Capital purchased the
                debentures for investment and they bore an agreed restrictive
                legend. The Company made representations as to its business and
                all the related transaction documents and made covenants as to
                its use of proceeds, reservation of shares and other matters.
                The Company also agreed to issue warrants for 12,000,000 shares
                of its common stock with exercise prices for 2,000,000 shares at
                each of $.40, $.50 and $.60 and for 3,000,000 shares at each of
                $.70 and $.80. The warrants are described below under Item 3.02.
                The Company is required to pay its own costs in connection with
                the transaction, a fee of 10% of the principal amount of the
                debentures (i.e., $225,000), and a restructuring fee of $15,000
                to the general partner of Cornell Capital. The Company was
                required to issue irrevocable transfer agent instructions
                relating to the issuance of stock certificates on conversion of
                the debentures or exercise of the warrants. The Company was also
                required to deliver on behalf of itself and its Subsidiary, JAG
                Media LLC, security agreements described in (iii) below. The
                Company indemnified Cornell Capital against any
                misrepresentation, breach, or claim relating to the debentures.
                Cornell Capital agreed that nothing in any of the transaction
                documents prohibited the Company from a merger, the payment of a
                dividend in the shares of a subsidiary or issuing up to
                4,000,000 shares of its common stock registered on a
                Registration Statement on Form S-8.
(iii)  Security Agreements, executed by the Company and its subsidiary,
                JAG Media LLC, granting Cornell Capital a security interest in
                all their respective assets. The Company and its subsidiary may
                not incur any further liens, declare a dividend, issue any
                guarantees or incur any new indebtedness in excess of $25,000
                other than trade accounts payable. These security agreements
                will terminate once the Company's registration statement for the
                shares underlying the debentures and the warrants has been
                effective for 60 days, provided the shares of common stock of
                the Company are traded on the Pink Sheets with a closing bid
                price above $.08 and no "event of default" as defined in the
                debentures has occurred.

         (iv)   Investor Registration Rights Agreement pursuant to which the
                Company agreed to file a registration statement with respect to
                the debentures and warrants described above by June 23, 2006.
                The Company agreed to register a total of 66,000,000 shares of
                its common stock and to use its best efforts to have the
                registration statement become effective within 150 days of May
                24, 2006 and stay effective. If it does not become and stay
                effective in such timely manner the Company must pay liquidated
                damages of 2% of the principal of the debentures for each 30 day
                period of ineffectiveness, but not to exceed 20% of such
                principal amount. The Company must update the registration
                statement when required within 15 days and any amended
                registration statement must become effective within 60 days. The
                Company must indemnify Cornell Capital and related parties
                against any damages arising from any misrepresentation, claim or
                violation related to the registration statement.

         On May 30 and 31, 2006, the Company exchanged general releases with Bay
Point Investment Partners, LLC, Special K Investors and Seth Kanegis and the
Company paid $250,000 to such parties. The exchange of releases settled a claim
of the parties against the Company. Bay Point Investment Partners, LLC, with
which Special K Investors and Seth Kanegis are related, had previously purchased
shares of the Company in two private placements and remains a shareholder of the
Company.

Item:  1.02.  Termination of a Material Definitive Agreement.

         Effective May 25, 2006, Cornell Capital, by letter agreement with the
Company terminated its existing Equity Line Purchase Agreement with the Company
dated April 9, 2002. This agreement had provided the Company with its principal
source of liquidity until 2005. The agreement was terminated in the
circumstances described in paragraphs (i) and (ii) under Item 1.01 above.

Item 2.03.  Creation of a Direct Financial Obligation or an Obligation under an
            Off-Balance Sheet Arrangement of a Registrant.

Item 3.02.  Unregistered Sales of Equity Securities.

         (i)    On May 25, 2006, the Company issued 1,250,000 shares of its
                common stock to Cornell Capital upon conversion of $250,000 of
                principal amount of its $2,000,000 Promissory Note, dated
                January 25, 2005, payable to Cornell Capital into such shares.
                No underwriting discounts or commissions were paid.
(ii)   On May 25, 2006 the Company issued its $1,900,000 10% secured
                convertible debenture to Cornell Capital upon conversion of the
                remaining $1,750,000 principal amount of its $2,000,000
                Promissory Note and accrued but unpaid interest thereon of
                $150,000. No underwriting discounts or commissions were paid.

                On May 25, 2006 and May 31, 2006 the Company sold, respectively,
                its $1,250,000 10% secured convertible debenture and its
                $1,000,000 10% secured convertible debenture to Cornell Capital
                for cash in the face amount of each such debenture. Ten percent
                of each debenture was withheld from the disbursement as a fee
                and a $15,000 structuring fee was paid to the general partner of
                Cornell Capital, Yorkville Advisors, LLC.

                All of the secured convertible debentures will mature in May
                2009. We may, in our sole discretion, redeem any and all amounts
                owed under such debentures provided that the closing bid price
                of our common stock is less than the fixed conversion price,
                initially $0.40 per share, at the time we deliver notice to
                Cornell of our desire to redeem any amounts owed. We must pay a
                redemption premium of 10% on any amounts redeemed.

                Upon the occurrence of any defined "event of default," including
                among others a payment default, bankruptcy, cessation of trading
                in our shares, failure to timely register our shares issuable on
                conversion, ineffectiveness of such registration, a change in
                control (other than any permitted merger such as with
                Cryptometrics), and the failure to perform under any of our
                agreements with Cornell Capital, the holder of a secured
                convertible debenture may request immediate payment of all
                principal and accrued interest on such debenture. Also, if we
                are unable to deliver the required number of shares quoted on
                the Pink Sheets, we may be required to pay cash to Cornell
                Capital equivalent to the value of the shares that we failed to
                deliver.

                Cornell Capital has the right to convert the debentures, at its
                sole option, into shares of our common stock at a conversion
                price which shall be the lower of (i) $0.40 per share or (ii) a
                10% discount to the lowest volume weighted average price, as
                reported by Bloomberg, of our common stock during the 30 trading
                days prior to the conversion date. Cornell Capital may not
                convert the debentures into an amount of shares of our common
                stock that would result in it owning in excess of 4.99% of the
                then total outstanding shares of our common stock, unless
                Cornell Capital chooses to waive such restriction. We are
                required to reserve at all times sufficient shares for issuance
                upon complete conversion of all the secured convertible
                debentures.

                If we issue shares of common stock or rights, warrants, options
                or other securities or debt that are convertible into or
                exchangeable for shares of common stock, being common stock
                equivalents, entitling any person to acquire shares of common
                stock or common stock equivalents, at a price per share less
                than the then fixed conversion price, then, at the sole option
                of the holder of a debenture, the fixed conversion price shall
                be adjusted to mirror the lower conversion, exchange or purchase
                price for such new common stock, or common stock equivalents, at
                issue. No such adjustment shall be made as a result of issuances
                and exercises of options for compensatory purposes under our
                1999 Long-Term Incentive Plan.

                The fixed conversion price of the debentures is also subject to
                adjustment in connection with certain corporate transactions. In
                the event that during the period the debentures remain
                outstanding, we (i) pay a stock dividend or otherwise make a
                distribution on shares of common stock, (ii) subdivide or
                combine any outstanding shares of common stock or (iv) issue any
                shares of common stock by reclassification, the fixed conversion
                price per share will adjusted through its multiplication by a
                fraction, the numerator of which will be the number of shares of
                common stock outstanding before such event and the denominator
                of which will be the number of shares of common stock
                outstanding after such event.
If we issue rights, options or warrants to all holders of common
                stock entitling them to subscribe for or purchase shares of
                common stock at a price per share less than the fixed conversion
                price, then such conversion price will be multiplied by a
                fraction, the denominator of which will be the number of shares
                of the common stock outstanding on the date of issuance of such
                rights or warrants (plus the number of additional shares of
                common stock offered for subscription or purchase), and the
                numerator of which will be the number of shares of the common
                stock outstanding on the date of issuance of such rights or
                warrants, plus the number of shares which the aggregate offering
                price of the total number of shares so offered would purchase at
                the fixed conversion price.

                If we distribute to all holders of our common stock evidences of
                our indebtedness, such as notes or other convertible debentures,
                or assets, rights or warrants to subscribe for or purchase any
                security, the fixed conversion price shall be adjusted by
                multiplying the fixed conversion price in effect immediately
                prior to the record date for determination of stockholders
                entitled to receive such distribution by a fraction, the
                denominator of which will be the closing bid price of the common
                stock as determined as of the record date and the numerator of
                which will be the closing bid price on such record date less the
                fair market value at such record date of the portion of such
                assets or evidence of indebtedness so distributed applicable to
                one outstanding share of the common stock as determined by our
                board of directors in good faith.

                In the event that we undertake any reclassification of our
                common stock or any other compulsory share exchange pursuant to
                which our common stock is converted into other securities, cash
                or property, the holders of the secured convertible debentures
                will have the right (i) to convert the then outstanding amount
                under the debentures, together with all accrued and unpaid
                interest, into shares of stock and other securities, cash and
                property receivable upon or deemed to be held by holders of our
                common stock upon such reclassification or share exchange, and
                the holders of the secured convertible debentures shall be
                entitled to receive such amount of securities, cash or property
                as the shares of our common stock into which the then
                outstanding principal amount of, together with any accrued and
                unpaid interest on the secured convertible debenture could have
                been converted immediately prior to such reclassification or
                (ii) require us to pay prepay the outstanding principal amount
                of the secured convertible debenture together with any accrued
                and unpaid interest thereon.

         (iii)  On May 25, 2006, we also issued to Cornell Capital a warrant to
                purchase 2,000,000 shares of our common stock at an exercise
                price of $0.40 per share, a warrant to purchase 2,000,000 shares
                of our common stock at an exercise price of $0.50 per share, a
                warrant to purchase 2,000,000 shares of our common stock at an
                exercise price of $0.60 per share, a warrant to purchase
                3,000,000 shares of our common stock at an exercise price of
                $0.70 per share and a warrant to purchase 3,000,000 shares of
                our common stock at an exercise price of $0.80 per share. The
                warrants expire in May 2011. If an "event of default" as defined
                in the secured convertible debentures has occurred or there is
                no effective registration statement, Cornell Capital can elect
                to do a cashless exercise and receive the appropriately reduced
                number of shares.
The exercise price and number of shares issuable pursuant to
                each of the warrants are also subject to adjustment in certain
                circumstances. In the event that we issue or sell any common
                stock, or are deemed to have issued or sold common stock through
                issuing stock options or convertible securities, at or
                representing a price per share less than the exercise price of
                the warrants in effect immediately prior to such issuance or
                sale, then immediately after the issuance or sale, the exercise
                price of the warrants then in effect will be reduced to an
                amount equal to the price at which the common stock was, or was
                deemed to be, sold or issued. No such adjustment shall be made
                as a result of issuances of shares under our 1999 Long-Term
                Incentive Plan. Upon each adjustment to the exercise price of
                the warrants, the number of shares issuable upon exercise of the
                warrants will be adjusted to the number of shares determined by
                multiplying the exercise price in effect immediately prior to
                such adjustment by the number of shares of common stock issuable
                upon exercise of the warrants immediately prior to such
                adjustment and dividing the product by the exercise price
                resulting from such adjustment.

                If we subdivide our common stock through a stock split, dividend
                or recapitalization, the exercise price of the warrants in
                effect immediately prior to such subdivision will be
                proportionately reduced and the number of shares of common stock
                issuable upon exercise of the warrants will be proportionately
                increased. If we combine our common stock through a reverse
                stock split or otherwise, the exercise prices of the warrants in
                effect immediately prior to such combination will be
                proportionately increased and the number of shares of common
                stock issuable upon exercise the warrants will be
                proportionately decreased.

                Additionally, if we make or declare any dividend, or other
                distribution of assets, to holders of common stock, the exercise
                price of the warrants in effect immediately prior to the record
                date fixed for the determination of holders of common stock
                entitled to the distribution will be reduced to a price
                determined by multiplying the exercise price of the warrants by
                a fraction of which (i) the numerator will be the closing sale
                price of the common stock on the trading day immediately
                preceding such record date minus the value of the distribution
                applicable to one share of common stock and (ii) the denominator
                will be the closing sale price of the common stock on the
                trading day immediately prior to such record date.

                The number of shares of common stock issuable upon exercise of
                the warrants will be increased to a number of shares equal to
                the number of shares of common stock obtainable immediately
                prior to the close of business on the record date fixed for
                determination of the holders of common stock entitled to receive
                the distribution multiplied by the reciprocal of the fraction
                described in the immediately preceding paragraph. In the event
                that our common stock is traded on a national securities
                exchange or a national automated quotation system, the holders
                of the warrants will receive an additional warrant to purchase
                common stock, the terms of which will be identical to those of
                these warrants, except that such warrant will be exercisable
                into the amount of the assets that would have been payable to
                the holder of the warrant pursuant to the distribution had the
                holder exercised the warrant immediately prior to such record
                date and with an exercise price equal to the amount by which the
                exercise price of the warrant was decreased with respect to the
                distribution pursuant to the terms of the immediately preceding
                paragraph.

                Unless it waives such restriction, which it may do on 65 days
                prior notice, Cornell Capital may not exercise the warrants
                for an amount of shares of our common stock that would result
                in it owning in excess of 4.99% of the then outstanding shares
                of common stock.
SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                   JAG MEDIA HOLDINGS, INC.

                                   By: /s/ Thomas J. Mazzarisi
                                       -----------------------------------
                                   Name:  Thomas J. Mazzarisi
                                   Title: Chairman of the Board, Chief Executive
                                          Officer & General Counsel

Dated:  June 1, 2006
INDEX TO EXHIBITS
                                -----------------

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

4.1                Securities Purchase Agreement, effective May 25, 2006, by and
                   between JAG Media Holdings, Inc. and Cornell Capital
                   Partners, LP.

4.2                $1,900,000 Secured Convertible Debenture issued to Cornell
                   Capital Partners, LP effective May 25, 2006.

4.3                Security Agreement, effective May 25, 2006, by and between
                   JAG Media Holdings, Inc. and Cornell Capital Partners, LP.

4.4                Security Agreement, effective May 25, 2006, by and between
                   JAG Media LLC and Cornell Capital Partners, LP.

4.5                Irrevocable Transfer Agent Instructions, effective May 25,
                   2006, by and among JAG Media LLC, Transfer Online, Inc. and
                   Cornell Capital Partners, LP.

4.6                $1,250,000 Secured Convertible Debenture issued to Cornell
                   Capital Partners, LP effective May 25, 2006.

4.7                Form of Warrant issued to Cornell Capital Partners, LP
                   effective May 25, 2006.

4.8                $1,000,000 Secured Convertible Debenture issued to Cornell
                   Capital Partners, LP effective May 31, 2006

10.1               Letter Agreement, effective May 25, 2006, by and between JAG
                   Media Holdings, Inc. and Cornell Capital Partners, LP
                   converting $2,000,000 Promissory Note, dated January 25,
                   2005, as amended August 5, 2005, made by JAG Media Holdings,
                   Inc. for the benefit of Cornell Capital Partners, LP

10.2               Investor Registration Rights Agreement, effective May 25,
                   2006, by and between JAG Media Holdings, Inc. and Cornell
                   Capital Partners, LP

10.3               Letter Agreement, effective May 25, 2006, by and between JAG
                   Media Holdings, Inc. and Cornell Capital Partners, LP
                   terminating Equity Line Purchase Agreement by and between JAG
                   Media Holdings, Inc. and Cornell Capital Partners, LP dated
                   April 9, 2002, as amended on July 8, 2004 and July 21, 2004.