425

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): March 27, 2008

JAG Media Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

Nevada	000-28761	88-0380546
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification)

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):

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

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

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

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

TABLE OF CONTENTS

Item 1.01 Entry into a Material Definitive Agreement

SIGNATURE

INDEX TO EXHIBITS

EX-10.1: AMENDMENT TO MERGER AGREEMENT

EX-10.2: AMENDMENT TO YA GLOBAL INVESTMENTS, L.P. LETTER AGREEMENT

Item 1.01 Entry into a Material Definitive Agreement.

This current report on Form 8-K is being filed to report amendments to previously disclosed agreements as hereafter described.

A. The Cryptometrics Merger Agreement

     On December 27, 2005, JAG Media Holdings, Inc., a Nevada corporation (“JAG Media”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Cryptometrics, Inc., a Delaware corporation (“Cryptometrics”), Cryptometrics Acquisition, Inc., a Delaware corporation and wholly-owned subsidiary of JAG Media (“Cryptometrics Acquisition”), Robert Barra and Michael Vitale. The Merger Agreement was subsequently amended eleven times through February 6, 2008.

     As of March 31, 2008, JAG Media, Cryptometrics, Cryptometrics Acquisition, Karlen & Stolzar LLP, Robert Barra, Michael Vitale, Thomas J. Mazzarisi and Stephen J. Schoepfer entered into a twelfth amendment (the “Merger Agreement Amendment”), pursuant to which, among other things, (i) the Automatic Termination Date for the Merger Agreement of March 31, 2008 was extended to April 15, 2008; (ii) the parties confirmed receipt of the merger documents into escrow; and (iii) the parties agreed on various other preclosing deliveries.

B. The YA Global Letter Agreement

On January 31, 2008, JAG Media entered into a letter agreement (the “Letter Agreement”) with YA Global Investments, L.P., formerly Cornell Capital Partners, LP (“YA Global”),that amended the terms and conditions of the previously disclosed Debentures, Warrants and other related documents between YA Global and Jag Media, and also provided, among other things, that if the closing of the transactions contemplated by the Letter Agreement did not occur by March 31, 2008 (the “YA Global Automatic Termination Date”), the Letter Agreement would automatically terminate, unless the parties agreed to extend the YA Global Automatic Termination Date in writing. The Letter Agreement was filed as Exhibit 10.2 to a Form 8-K filed by JAG Media on February 6, 2008.

2

     As of March 27, 2008, JAG Media and YA Global entered into an amendment, pursuant to which the YA Global Automatic Termination Date of March 31, 2008 was extended to April 8, 2008 (the “Letter Agreement Amendment”). The Letter Agreement is unchanged in all other respects.

The foregoing descriptions of the Merger Agreement Amendment and the Letter Agreement Amendment do not purport to be complete and are qualified in their entirety by reference to the full texts of the Merger Agreement Amendment and the Letter Agreement Amendment filed as Exhibit 10.1 and Exhibit 10.2 hereto, which are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1	Amendment dated March 31, 2008, by and among JAG Media Holdings, Inc., Cryptometrics, Inc., Cryptometrics Acquisition, Inc., Karlen & Stolzar, LLP, Robert Barra and Michael Vitale.
10.2	Amendment to Letter Agreement, dated as of March 27, 2008, between JAG Media Holdings, Inc. and YA Global Investments, L.P.

3

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: April 1, 2008

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EX-10.1

JAG MEDIA HOLDINGS, INC.

6865 S.W. 18TH STREET, SUITE B13

BOCA RATON, FL 33433

March 31, 2008

Cryptometrics, Inc.

73 Main Street

Tuckahoe, NY 10707

Re: Agreement Amending Merger Agreement Among JAG Media Holdings, Inc. (“JAG Media”), Cryptometrics Acquisition, Inc. (“Cryptometrics Acquisition”), Cryptometrics, Inc. (“Cryptometrics”), Robert Barra, Michael Vitale, Karlen & Stolzar, Thomas J. Mazzarisi and Stephen J. Schoepfer (collectively, the “Parties”) dated as of January 24, 2007, as Further Amended by those Certain Agreements Among the Parties dated as of February 26, 2007, April 2, 2007, April 20, 2007, May 11, 2007, May 18, 2007, June 15, 2007, July 16, 2007, August 16, 2007, November 7, 2007 and February 6, 2008 (“Merger Agreement Amendment”)

Gentlemen:

This will confirm our understanding regarding the following changes to the Merger Agreement Amendment and the merger agreement which it amends (“Merger Agreement”), which have been authorized by the directors of JAG Media, Cryptometrics Acquisition and Cryptometrics:

1.The Closing Date set forth in the first sentence of paragraph 8 of the Merger Agreement Amendment is hereby changed to April 14, 2008.

2.The Automatic Termination Date of March 31, 2008 set forth in the first sentence of paragraph 9 of the Merger Agreement Amendment is hereby changed to April 15, 2008.

3.Cryptometrics hereby accepts and approves that certain letter agreement between JAG Media and YA Global Investments, LP dated March 27, 2008.

4.Cryptometrics shall deliver the following documents to JAG Media and its attorneys, as indicated (the “Cryptometrics Deliveries”):

(a) to JAG Media, simultaneously with the execution of this agreement, the written consent of Robert Barra and Michael Vitale to the merger, which Messers Barra and Vitale are required to deliver to JAG Media upon effectiveness of the registration statement, pursuant to section 4 of the Company Voting and Lock-Up Agreement among JAG Media, Robert Barra and Michael Vitale dated December 27, 2005 (“Voting Agreement”); and

Cryptometrics, Inc.

March 31, 2008

Page -2-

(b) to JAG Media’s attorneys, Morgan Lewis & Bockius LLP (’MLB”), no later than April 11, 2008, an updated signed original of a tax certificate from Cryptometrics, required as a condition to the updating of the MLB tax opinion, in the form provided by JAG Media’s attorneys.

5.Karlen & Stolzar LLP, as Escrow Agent, acknowledge (a) receipt of the Merger Documents pursuant to the terms of paragraph 10 of the January 24, 2007 letter agreement among the Parties (the “January 2007 Letter Agreement) and (b) that they are now holding the Merger Documents in escrow pursuant to paragraph 10 of the January 2007 Letter Agreement.

6. Cryptometrics acknowledges and agrees that the signed Affiliate Agreements required to be delivered into escrow by Cryptometrics pursuant to paragraph 10 of the January 2007 Letter Agreement shall be delivered into escrow by Cryptometrics no later than April 11, 2008.

All defined terms used in this agreement, which are not otherwise defined herein shall have the meaning ascribed to them in the Merger Agreement Amendment. Except as otherwise set forth in this agreement, the Merger Agreement Amendment and the Merger Agreement shall remain unchanged and in full force and effect. The Voting Agreement executed in connection with the Merger Agreement shall continue in full force and effect and "Merger Agreement" as defined therein shall include all amendments thereto, inclusive of that contained herein.

If the foregoing accurately reflects your understanding of our agreement regarding the above matter, please indicate your agreement and acceptance by signing in the appropriate space below and returning a fully executed and dated copy of this agreement to the undersigned.

[SIGNATURES APPEAR ON FOLLOWING PAGE]

Cryptometrics, Inc.

March 31, 2008

Page -3-

Sincerely yours, JAG MEDIA HOLDINGS, INC. By: /s/ Thomas J. Mazzarisi                                        Name: Thomas J. Mazzarisi        Title: Chairman & CEO        Date: March 31, 2008	AGREED AND ACCEPTED: CRYPTOMETRICS ACQUISITION, INC. By: /s/ Thomas J. Mazzarisi                                Name: Thomas J. Mazzarisi        Title: President        Date: March 31, 2008
AGREED AND ACCEPTED: CRYPTOMETRICS, INC. By: /s/ Robert Barra                                                    Name: Robert Barra        Title: Co-CEO        Date: March 31, 2008	The undersigned is signing this agreement solely in its capacity as “Escrow Agent” pursuant to the provisions of paragraph 10 of the Merger Agreement Amendment and paragraph 5 of this Agreement KARLEN & STOLZAR, LLP By:  /s/ Michael I. Stolzar                                   Name: Michael I. Stolzar        Title: Partner        As of Date: March 31, 2008
/s/Robert Barra                           Robert Barra               Dated: March 31, 2008                        /s/ Michael Vitale                                                Michael Vitale               Dated: March 31, 2008	The undersigned are signing this agreement only with respect to their obligations set forth in paragraph 12 of the Merger Agreement Amendment                  /s/ Thomas J. Mazzarisi                                      Thomas J. Mazzarisi               Dated: March 31, 2008                  /s/ Stephen J. Schoepfer                                     Stephen J. Schoepfer               Dated: March 31, 2008

EX-10.2

JAG MEDIA HOLDINGS, INC.

6865 S.W. 18^TH STREET, SUITE B13

BOCA RATON, FL 33433

March 27, 2008

YA Global Investments, L.P.

101 Hudson Street

Suite 3700

Jersey City, NJ 07302

Re: Letter Agreement between YA Global Investments, L.P. (“YA Global”) and JAG Media Holdings, Inc. (“JAG Media”) dated January 31, 2008, as amended by letter agreement between YA Global and JAG Media dated March 11, 2008 (“YA Global Agreement”).

Gentlemen:

This will confirm our understanding that the terms and conditions of the YA Global Agreement are hereby amended as set forth below.

1.The automatic termination date set forth in paragraph 8 of the YA Global Agreement is hereby changed from March 31, 2008 to April 8, 2008.

If the foregoing accurately reflects your understanding of our agreement regarding the above matter, please indicate your agreement and acceptance by signing in the appropriate space below and returning a fully executed and dated copy of this agreement to the undersigned.

Sincerely yours, JAG Media Holdings, Inc.       By: /s/ Thomas J. Mazzarisi                                                  Name: Thomas J. Mazzarisi        Title: Chairman & CEO        Date: March 27, 2008   AGREED AND ACCEPTED: YA Global Investments, L.P. (formerly, Cornell Capital Partners, L.P.)   By: Yorkville Advisors, LLC Its: Investment Manager     By:  /s/ Mark Angelo                                                   Name: Mark Angelo        Date: March 27, 2008