OUR ACQUISITION OF CARDIOGENICS

On July 31, 2009 we completed the acquisition of CardioGenics by ExchangeCo, our Ontario, Canada subsidiary, pursuant to the terms of the Share Purchase Agreement. CardioGenics is considered the acquirer in the transaction for accounting and financial reporting purposes.

In connection with the acquisition, ExchangeCo acquired all of the outstanding CardioGenics Common Shares, excluding 173,869 CardioGenics Common Shares in the aggregate owned by two (2) minority stockholders of CardioGenics (the "Dissenting Stockholders"). Pursuant to the terms of the Share Purchase Agreement and in consideration for the surrender of their CardioGenics Common Shares, the CardioGenics stockholders had the option to receive at the closing their pro-rata allocation of the Share Consideration in the form of (a) JAG Common Shares or (b) Exchangeable Shares. Those CardioGenics stockholders who elected to receive directly JAG Common Shares were issued, in the aggregate, 145,528,195 JAG Common Shares at the closing and those CardioGenics stockholders who elected to receive Exchangeable Shares were issued 16 Exchangeable Shares at the closing, which are exchangeable at any time into 276,655,415 JAG Common Shares, in the aggregate. The Share Consideration issued at the closing provides the CardioGenics stockholders with direct and indirect ownership of approximately 85% of JAG Media's outstanding common stock, on a fully diluted basis.

Immediately prior to the closing, all CardioGenics debenture holders converted their debentures into CardioGenics Common Shares in accordance with the terms of their respective debentures, as required by the terms of the Share Purchase Agreement. Accordingly, such former debenture holders became CardioGenics stockholders for purposes of the acquisition and received their pro-rata allotment of the Share Consideration in the form of JAG Common Shares and/or Exchangeable Shares at the closing in consideration for the surrender of the CardioGenics Common Shares they received upon conversion of their debentures.

Also prior to the closing, CardioGenics closed on an equity investment round of financing totaling $2,715,000. These equity investors in CardioGenics became CardioGenics stockholders for purposes of the acquisition and received their pro-rata allotment of the Share Consideration in the form of JAG Common Shares.

On March 12, 2009 we entered into a Standby Equity Distribution Agreement with YA Global Master SPV Ltd. ("YA Ltd ") (the " SEDA ") pursuant to which YA Ltd agreed to purchase up to $5,000,000 of our common stock (the " Commitment Amount ") over the course of the thirty-six (36) months following the date the registration statement for the shares to be issued pursuant to the SEDA is first declared effective (the " Commitment Period "). We will have the right, but not the obligation, to sell common stock to YA Ltd during the Commitment Period. Concurrent with the execution of the SEDA, we also entered into a Registration Rights Agreement with YA Ltd pursuant to which we agreed to register the shares of our common stock to be issued in connection with the SEDA. We intend to file such registration statement after the closing, in accordance with the terms of the Registration Rights Agreement

A more detailed summary of the terms of the SEDA and the Registration Rights Agreement, along with copies of both agreements, are contained in a Current Report on Form 8-K filed on March 12, 2009.

All JAG Common Shares received by CardioGenics stockholders in exchange for their CardioGenics Common Shares shall not be registered for resale and, therefore, shall remain subject to the rights and restrictions of Rule 144. All Exchangeable Shares received by CardioGenics stockholders in exchange for their CardioGenics Common Shares (and any JAG Common Shares into which such Exchangeable Shares may be exchanged) shall not be registered for resale prior to six (6) months following the closing and, therefore shall remain subject to the rights and restrictions of Rule 144 prior to any such registration.

Also at the closing, all holders of CardioGenics warrants entitling the holders to purchase CardioGenics Common Shares at various prices exchanged their CardioGenics warrants for warrants to purchase, in the aggregate, 36,148,896 JAG Common Shares at exercise prices of $0.047 per share, in accordance with the terms of the Share Purchase Agreement and the respective warrants. The terms of these newly issued warrants did not include any registration rights for the warrant holders. CardioGenics had no options to acquire CardioGenics Common Shares outstanding as of the closing.

At the closing, our current directors resigned as directors of JAG Media and its subsidiaries after appointing their successors and our current officers also resigned as officers and executives of JAG Media and its subsidiaries. After their resignation and the closing, our former directors entered into consulting agreements with the Company pursuant to which they will render various services to assist us in connection with certain transition matters. A more detailed discussion of this change in control is contained in Item 5.01 of this report.

Immediately following the closing, a majority of our stockholders approved, by written consent, an amendment to our articles of incorporation, which provided for (a) a change in our corporate name from "JAG Media Holdings, Inc." to . . .

The Share Consideration issued to the CardioGenics stockholders at the closing was issued as restricted securities pursuant to an exemption provided by section 4(2) of the Securities Act.

The amounts and terms of the securities issued are described in Item 2.01 above.

The consideration received for the issuance of the Share Consideration was comprised of the business and assets (subject to liabilities) of CardioGenics.

On July 29, 2009, we issued 750,000 shares of our common stock to YA Global pursuant to warrant No. CCP-5 for aggregate gross proceeds of $135,000. Prior to this warrant exercise, the exercise price of the 1,000,000 remaining shares under warrant no CCP-5 was reduced from $0.40 to $0.18 pursuant to the terms of a letter agreement dated July 28, 2009 between the Company and YA Global. This issuance was exempt from registration under the Securities Act, pursuant to
Section 4(2) thereof.