UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                   FORM 10-QSB

      (Mark one)

      [X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
            EXCHANGE ACT OF 1934

                  For the quarterly period ended JUNE 30, 2004

      [ ]   TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT
            OF 1934

               For the transition period from ________ to ________

                        COMMISSION FILE NUMBER: 005-79752


                             AGU ENTERTAINMENT CORP.
      ---------------------------------------------------------------------
        (EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)

               COLORADO                               84-1557072
     ---------------------------------      -------------------------------
      (STATE OR OTHER JURISDICTION OF      (IRS EMPLOYER IDENTIFICATION NO.)
       INCORPORATION OR ORGANIZATION)

                         11077 BISCAYNE BLVD., SUITE 100
                                 MIAMI, FL 33161
      ---------------------------------------------------------------------
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                                 (305) 899-6100
      ---------------------------------------------------------------------
                           (ISSUER'S TELEPHONE NUMBER)


Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]

The number of shares of the issuer's common stock, no par value, outstanding as
of August 16, 2004 was 21,395,791.

Transitional Small Business Disclosure Format (check one): Yes [ ]; No [X]


<PAGE>

<TABLE>
<CAPTION>

                             AGU ENTERTAINMENT CORP.
                 (FORMERLY LEXINGTON BARRON TECHNOLOGIES, INC.)
                          (A DEVELOPMENT STAGE COMPANY)

                                   FORM 10-QSB

                                      INDEX

                                                                                               PAGE
PART I.  UNAUDITED FINANCIAL INFORMATION                                                       ----

Item 1.  Financial Statements:

<S>                                                                                            <C>
    Condensed Consolidated Balance Sheet as of June 30, 2004 (unaudited)                        3

    Condensed Consolidated Statements of Operations for the Three Months
     Ended June 30, 2004 and 2003 (unaudited)                                                   4

    Condensed Consolidated Statements of Operations for the Six Months Ended June 30, 2004
    and 2003 and Inception through June 30, 2004 (unaudited)                                    5

    Condensed Consolidated Statement of Changes in Shareholders Deficiency                      6

    Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2004
    and 2003 and Inception through June 30, 2004 (unaudited)                                    7

    Notes to Condensed Consolidated Financial Statements (unaudited)                            8

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations                                                   13

Item 3. Controls and Procedures                                                                15

PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings                                                                     16

Item 2.  Changes in Securities                                                                 16

Item 3.  Defaults Upon Senior Securities                                                       16

Item 4.  Submission of Matters to a Vote of Security Holders                                   16

Item 5.  Other information                                                                     16

Item 6.  Exhibits and Reports on Form 8-K                                                      17

SIGNATURES                                                                                     17

</TABLE>

                           FORWARD LOOKING STATEMENTS

      This report includes a number of "forward-looking statements" as that term
is defined in Section 27A of the Securities Act and Section 21E of the Exchange
Act. These statements reflect management's current views with respect to future
events and financial performance and include statements regarding the intent,
belief or current expectations of us and members of our management team, as well
as the assumptions on which such statements are based. Prospective investors are
cautioned that any such forward-looking statements are not guarantees of future
performance, involve risk and uncertainties, and that actual results may differ
materially from those contemplated by such forward-looking statements. Readers
are urged to carefully review and consider the various disclosures made by us in
this report and in our other reports filed with the Securities and Exchange
Commission. Important factors currently known to management could cause actual
results to differ materially from those in forward-looking statements. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" for a discussion of such factors. We undertake no obligation to
update or revise forward-looking statements to reflect changed assumptions, the
occurrence of unanticipated events or changes in the future operating results
over time. We believe that our assumptions are based upon reasonable data
derived from and known about our business and operations. No assurances are made
that actual results of operations or the results of our future activities will
not differ materially from our assumptions.


                                       2
<PAGE>

                     PART 1. UNAUDITED FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                    AGU ENTERTAINMENT CORP. AND SUBSIDIARIES
                 (FORMERLY LEXINGTON BARRON TECHNOLOGIES, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                AT JUNE 30, 2004
                                   (UNAUDITED)

ASSETS
Current Assets:
    Cash                                                            $       600
    Note receivable, related party                                       15,500
    Prepaid expenses                                                    101,588
                                                                    -----------
       Total current assets                                             117,688

    Property and Equipment, net of accumulated
     depreciation of $54,385                                            283,252
    Intangibles, net                                                    971,935
    Other assets                                                         26,604
                                                                    -----------
       Total Assets                                                 $ 1,399,479
                                                                    ===========

LIABILITIES AND SHAREHOLDERS' DEFICIENCY
Current Liabilities:
    Accounts payable and accrued liabilities                        $   663,722
    Subordinated convertible notes                                       50,000
    Notes payable, related parties                                      428,812
    Notes payable, other                                              1,699,000
    Capital leases payable, current                                      12,439
    Equipment note, current                                              11,739
    Other current liabilities                                           724,796
                                                                    -----------
       Total current liabilities                                      3,590,508

    Capital leases payable - non current                                 18,019
    Equipment note - non current                                         42,841
    Notes payable, related parties - non current                        245,493
                                                                    -----------
       Total liabilities                                              3,896,861
                                                                    -----------

    Commitments and Contingencies                                            --
Shareholders' Deficiency:
    Preferred stock, no par value; 10,000,000 shares authorized
       0 shares issued and outstanding                                       --
    Common stock, no par value; 50,000,000 shares
       authorized, 21,395,791 shares issued and outstanding             769,779
    Deficit accumulated during development stage                     (3,267,161)
                                                                    -----------
       Total shareholders' deficiency                                (2,497,382)
                                                                    -----------

       Total liabilities and shareholders' deficiency               $ 1,399,479
                                                                    ===========

      See accompanying notes to condensed consolidated financial statements


                                       3
<PAGE>

                    AGU ENTERTAINMENT CORP. AND SUBSIDIARIES
                 (FORMERLY LEXINGTON BARRON TECHNOLOGIES, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                FOR THE THREE MONTHS ENDED JUNE 30, 2004 AND 2003
                                   (UNAUDITED)

                                                   2004            2003
                                               ------------    ------------

Revenues                                       $     15,000    $         --
                                               ------------    ------------

Operating Expenses
    Promotion and advertising                       394,263              --
    Depreciation and amortization                    54,689              --
    Other general and administrative costs        1,091,421          26,242
                                               ------------    ------------

                   Total operating expenses       1,540,373          26,242
                                               ------------    ------------

                   Operating loss                (1,525,373)        (26,242)

Interest expense                                     32,640              --
                                               ------------    ------------

                   Loss before income taxes      (1,558,013)        (26,242)

Income tax provision                                     --              --
                                               ------------    ------------

                   Net loss                    $ (1,558,013)   $    (26,242)
                                               ============    ============

Basic and diluted loss per share               $      (0.07)   $      (0.00)
                                               ============    ============

Weighted average common shares outstanding -
    Basic and diluted                            21,318,560       6,664,014
                                               ============    ============

      See accompanying notes to condensed consolidated financial statements


                                       4
<PAGE>

<TABLE>
<CAPTION>

                    AGU ENTERTAINMENT CORP. AND SUBSIDIARIES
                 (FORMERLY LEXINGTON BARRON TECHNOLOGIES, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
              FOR THE SIX MONTHS ENDED JUNE 30, 2004 AND 2003, AND
          FOR THE PERIOD MAY 20, 2003 (INCEPTION) THROUGH JUNE 30, 2004
                                   (UNAUDITED)

                                                                                INCEPTION TO
                                                  2004             2003         JUNE 30, 2004
                                               ------------    ------------    ------------

<S>                                            <C>             <C>             <C>
Revenues                                       $     15,000    $         --    $    108,209
                                               ------------    ------------    ------------

Operating Expenses
    Promotion and advertising                       528,230              --         558,532
    Depreciation and amortization                    66,987              --          83,485
    Other general and administrative costs        1,830,523          26,242       2,684,236
                                               ------------    ------------    ------------

                   Total operating expenses       2,425,740          26,242       3,326,253
                                               ------------    ------------    ------------

                   Operating loss                (2,410,740)        (26,242)     (3,218,044)

Interest expense                                     45,154              --          49,117
                                               ------------    ------------    ------------

                   Loss before income taxes      (2,455,894)        (26,242)     (3,267,161)

Income tax provision                                     --              --              --
                                               ------------    ------------    ------------

                   Net loss                    $ (2,455,894)   $    (26,242)   $ (3,267,161)
                                               ============    ============    ============

Basic and diluted loss per share               $      (0.14)   $      (0.01)   $      (0.20)
                                               ============    ============    ============

Weighted average common shares outstanding -
    Basic and diluted                            18,125,528       3,332,007      16,306,945
                                               ============    ============    ============
</TABLE>

      See accompanying notes to condensed consolidated financial statements


                                       5
<PAGE>

<TABLE>
<CAPTION>

                    AGU ENTERTAINMENT CORP. AND SUBSIDIARIES
                 (FORMERLY LEXINGTON BARRON TECHNOLOGIES, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
     CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' DEFICIENCY
          FOR THE PERIOD MAY 20, 2003 (INCEPTION) THROUGH JUNE 30, 2004
                                   (UNAUDITED)

                                                                            ACCUMULATED
                                                    COMMON STOCK          DEFICIT DURING
                                                 SHARES        AMOUNT    DEVELOPMENT STAGE   TOTAL
                                               -----------   -----------   -----------    -----------
<S>                                            <C>          <C>           <C>            <C>
Common stock issued in exchange
    for cash on May 20, 2003 (inception)        14,628,324   $       400   $        --    $       400

Common stock issued in exchange
     for services, March 22, 2004                2,294,140        28,677            --         28,677

Recapitalization as a result of merger with
 Lexington Barron Technologies, Inc.
 on April 1, 2004                                4,230,614            --            --             --

Convertible subordinate notes and accrued
    interest converted into common stock,
    April 18, 2004                                 203,482       610,445            --        610,445

Notes payable and accrued interest
converted into common stock, June 30, 2004          39,231       130,257            --        130,257

Net loss                                                --            --    (3,267,161)    (3,267,161)
                                               -----------   -----------   -----------    -----------

Balance at June 30, 2004                        21,395,791   $   769,779   $(3,267,161)   $(2,497,382)
                                               ===========   ===========   ===========    ===========

</TABLE>

      See accompanying notes to condensed consolidated financial statements


                                       6
<PAGE>

<TABLE>
<CAPTION>

                    AGU ENTERTAINMENT CORP. AND SUBSIDIARIES
                 (FORMERLY LEXINGTON BARRON TECHNOLOGIES, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE SIX MONTHS ENDED JUNE 30, 2004 AND 2003, AND
          FOR THE PERIOD MAY 20, 2003 (INCEPTION) THROUGH JUNE 30, 2004
                                                                                                 INCEPTION TO
                                                                      2004           2003        JUNE 30, 2004
                                                                   -----------    -----------    -----------
<S>                                                                <C>            <C>            <C>
Cash flows from operating activities:
     Net loss                                                      $(2,455,894)   $   (26,242)   $(3,267,161)
     Adjustments to reconcile net loss to net cash
        used in operating activities:
           Depreciation and amortization                                66,987             --         83,485
           Common stock issued as payment for services                  28,677             --         28,677
           Decrease in accounts receivable                              40,671             --             --
           Increase in prepaid expenses                               (101,588)            --       (101,588)
           Increase in other assets                                    (22,219)            --        (26,604)
           Increase in accounts payable and accrued liabilities        337,213             --        674,424
           Increase in other liabilities                               124,796             --        124,796
                                                                   -----------    -----------    -----------
                       Net cash used in operating activities        (1,981,357)       (26,242)    (2,483,971)
                                                                   -----------    -----------    -----------

Cash flows from investing activities:
     Disbursements for intangibles                                     (51,035)            --        (51,035)
     Increase in note receivable, related party                             --             --        (15,500)
     Disbursements for property and equipment                         (182,159)          (350)      (236,895)
                                                                   -----------    -----------    -----------
                       Net cash used in investing activities          (233,194)          (350)      (303,430)
                                                                   -----------    -----------    -----------

Cash flows from financing activities:
     Proceeds from convertible subordinated notes                       50,000             --        650,000
     Proceeds from notes payable to related parties                    235,000             --        349,400
     Payment on capital leases                                          (5,224)            --         (6,409)
     Payment of notes payable                                          (30,673)            --        (34,390)
     Proceeds from the sale of common stock                                 --            400            400
     Proceeds from other notes payable                               1,829,000         38,182      1,829,000
                                                                   -----------    -----------    -----------
                       Net cash provided by financing activities     2,078,103         38,582      2,788,001
                                                                   -----------    -----------    -----------

                       Net (decrease) increase in cash                (136,448)        11,990            600

Cash, beginning of period                                              137,048             --             --
                                                                   -----------    -----------    -----------
Cash, end of period                                                $       600    $    11,990    $       600
                                                                   ===========    ===========    ===========

Supplemental disclosure of cash flow information:
        Cash paid for income taxes                                 $        --    $        --    $        --
                                                                   ===========    ===========    ===========

        Cash paid for interest                                     $     6,515    $        --    $     6,515
                                                                   ===========    ===========    ===========

     Non-cash financing activities:
        Common stock issued as payment for services                $    28,677    $        --    $    28,677
                                                                   ===========    ===========    ===========
        Conversion of liabilities to common stock                  $   740,702    $        --    $   740,702
                                                                   ===========    ===========    ===========
        Equipment acquired through capital lease obligations       $    12,940    $        --    $    36,452
                                                                   ===========    ===========    ===========
        Equipment acquired through notes payable                   $        --    $        --    $    63,875
                                                                   ===========    ===========    ===========

</TABLE>

      See accompanying notes to condensed consolidated financial statements



                                       7
<PAGE>

                    AGU ENTERTAINMENT CORP. AND SUBSIDIARIES
                 (FORMERLY LEXINGTON BARRON TECHNOLOGIES, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                            JUNE 30, 2004 (UNAUDITED)

1.    NATURE OF OPERATIONS AND BASIS OF PRESENTATION

NATURE OF OPERATIONS

      AGU Entertainment Corp. (formerly Lexington Barron Technologies, Inc.) was
incorporated on August 23, 2000 to engage in financial,  operational and systems
consulting  to startup and small  businesses.  With the  exception  of the Share
Exchange Agreement  described in Note 2, AGU Entertainment  Corp. ("AGU") was an
inactive  development stage,  public reporting company and did not engage in any
significant  operations or enter into any material transactions during the first
six months of 2004. Prior services have included market research,  business plan
development,  strategy  development,  financial  modeling and  forecasting,  and
pre-IPO and IPO consulting.

      Effective April 1, 2004, AGU entered into a Share Exchange  Agreement with
Pyramid Music Corp.  ("PMC"), a Florida  corporation having an inception date of
May 20, 2003,  whereby AGU acquired 100% of the outstanding  common stock of PMC
in exchange for issuing  16,922,464 shares of its common stock (see Note 2). PMC
is a  development  stage  company and was formed for the  purpose of  developing
market  share in the  recording  and  broadcast  media  industries  through  the
establishment  of a media  distribution  channel  and  archived  video and music
collection libraries.

      PMC has two wholly-owned  operating  subsidiaries  that are or will become
engaged  in the  following  services:  (i)  the  formation  and  operation  of a
television network, The Tube Music Network, Inc., ("The Tube") that plans to air
traditional  music videos and live concerts of contemporary  music material that
is  derived  from  archived  video and music  collection  libraries,  and (ii) a
production,   marketing  and  distribution   record  company,   Pyramid  Records
International,  Inc. ("PRI"), that has merged audio, visual and Internet content
into one corporate concept.

      On  March  26,  2004,  in  anticipation  of the  completion  of the  share
exchange,   Lexington  Barron  Technologies,   Inc.  changed  its  name  to  AGU
Entertainment Corp.

BASIS OF PRESENTATION

      The unaudited condensed  consolidated  financial statements of AGU and its
subsidiaries  (the  "Company")  have been prepared in accordance with accounting
principles  generally  accepted  in the  United  States of America  for  interim
financial   reporting  and  the  regulations  of  the  Securities  and  Exchange
Commission  ("SEC") for quarterly  reporting.  The interim  unaudited  condensed
consolidated  financial  statements  should  be read  in  conjunction  with  the
financial  statements and notes thereto  included in AGU's annual report on Form
10-KSB as filed with the SEC for the year ended  December 31, 2003, and with the
audited consolidated  financial statements of PMC and its subsidiaries  included
in the  Company's  Form 8-K/A  filed with the SEC on June 15,  2004.  Management
acknowledges its responsibility for the preparation of the accompanying  interim
condensed  consolidated  financial  statements  which  reflect  all  adjustments
considered necessary, in the opinion of management,  for a fair statement of the
results of interim periods  presented.  The  accompanying  financial  statements
reflect the results of  operations of PMC and its  subsidiaries  for all periods
presented (see Note 2) and the results of AGU beginning  April 1, 2004.  Because
PMC was not formed until May 20, 2003, the financial statements for 2004 are not
comparable  to those of the prior year.  In addition,  the results of operations
for the  interim  periods  are not  necessarily  indicative  of the  results  of
operations for the entire year.


                                       8
<PAGE>

USE OF ESTIMATES

      The  preparation  of financial  statements  in accordance  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that affect the reported  amounts of assets and liabilities and the
disclosure  of  contingent  assets  and  liabilities  at the  date of  financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.

2.    SHARE EXCHANGE AGREEMENT

      On April 1, 2004, under the terms of the Share Exchange Agreement, AGU (an
inactive public reporting company) acquired 100% of the stock of PMC in exchange
for 16,922,464  newly issued shares of common stock of AGU. The number of shares
of AGU exchanged in this transaction represented approximately 80% of the issued
and outstanding common stock of AGU. As a result of this transaction, the former
shareholders  of PMC own, on a fully  diluted  basis,  approximately  80% of the
outstanding common stock of the Company, resulting in a change in control.

      The transaction was accounted for as a reverse merger and recapitalization
whereby PMC is deemed to be the acquirer for accounting purposes. Because PMC is
deemed  to  be  the  surviving  accounting  and  reporting  entity,  only  PMC's
historical  balances and results of operations are reflected in the accompanying
financial  statements  for all periods  presented.  At April 1, 2004, AGU had no
identifiable assets or liabilities,  and the transaction did not have a material
effect on PMC's financial condition or results of operations.

3.    PREPAID EXPENSES

      Prepaid expenses include a deposit to an escrow account in connection with
a joint venture  agreement  (see Note 8). On March 25, 2004,  PRI committed to a
marketing and promotional  budget in the amount of $400,000 in connection with a
record and DVD distribution project. Of this amount, $200,000 was deposited into
an escrow account with an independent trustee by one of the Company's promissory
note holders,  pursuant to the terms of a trust  agreement.  As of June 30, 2004
approximately  $98,000 had been spent in accordance with the trust agreement and
approximately  $102,000  remained in the escrow  account,  reflected  as prepaid
expenses  on the  Company's  balance  sheet.  The  Company  expects to incur the
remainder of the expenditure commitment amount prior to December 31, 2004.

4.    INTANGIBLES

        Intangible assets at June 30, 2004 are as follows:

                                  Value at   Accumulated     Balance at
                                acquisition  amortization  June 30, 2004
                                 ----------   ----------    ----------
Distribution agreement
 (see Note 5)                    $  350,000   $  (29,100)   $  320,900
Other intangibles                   651,035           --       651,035
                                 ----------   ----------    ----------
Total intangibles                $1,001,035   $  (29,100)   $  971,935
                                 ==========   ==========    ==========

      The  distribution  agreement is being  amortized on a straight  line basis
over a period of three  years.  Other  intangibles  pertain  to costs to develop
network logos, graphic templates and on-air intersticials for The Tube (see Note
8), which is expected to commence  operations in the fourth quarter of 2004. The
Company will begin  amortizing  these assets over their  estimated  useful lives
upon the launch of The Tube.  Aggregate  amortization expense over the next four
years is expected to be as follows:


                                       9
<PAGE>


For the year ending December 31:

Remainder of 2004                               $ 58,333
             2005                               $442,184
             2006                               $442,184
             2007                               $ 29,234


5.    DEBT

      On March 3, 2004, PRI entered into an Assignment and Assumption  Agreement
with  Pyramid  Media  Group,  Inc.  ("PMG")  (of  which a  related  party  and a
shareholder  of the Company own a controlling  interest),  whereby PRI agreed to
assume all of the covenants and obligations of a Distribution  Agreement between
PMG and ARK 21 Records, LP ("ARK21").  The Distribution  Agreement provides that
ARK21 be the exclusive  manufacturer  and  distributor of recorded music, in all
contemporary  formats,  for PRI through  normal retail  channels  throughout the
United  States.  In exchange for the rights to the  Distribution  Agreement  and
certain  assets of PMG, PRI assumed the  obligation  to repay  $350,000 of notes
payable to certain  principals of PMG. PMC has  guaranteed  the payment of these
notes, which have an annual interest rate of 8%. Approximately  $25,000 of these
notes  were  paid in 2004 and the  outstanding  balance  as of June 30,  2004 is
approximately $325,000.

      At March 31, 2004, the Company had outstanding  $650,000 of 5% Convertible
Subordinated  Notes due November 30, 2004.  On April 18, 2004  $600,000 of these
notes, plus $10,445 of accrued  interest,  were converted into 203,482 shares of
the  Company's  common  stock  at a  price  of $3  per  share,  and  $50,000  of
Convertible Subordinated Notes remained outstanding as of June 30, 2004.

      In addition to the  aforementioned  Convertible  Subordinated  Notes,  the
Company has issued,  since its inception,  5% Promissory  Notes in the aggregate
amount of $2,178,400 to fund its operations.  On June 30, 2004 $130,000 of these
notes plus accrued  interest were  converted into 39,231 shares of the Company's
common stock at an average price of $3.30 per share. The outstanding  balance on
these notes,  including  those  payable to related  parties,  was  approximately
$2,048,000 at June 30, 2004, of which  $1,150,000  were due at June 30, 2004. On
August 13, 2004,  the  Noteholders  agreed to extend the maturity on these notes
until October 30, 2004.

6.    STOCKHOLDERS' EQUITY

      On April 18,  2004  $600,000  of the  Company's  Convertible  Subordinated
Notes, plus $10,445 of accrued  interest,  were converted into 203,482 shares of
the Company's common stock at a price of $3 per share. On June 30, 2004 $130,000
of notes payable plus accrued interest of $257 were converted into 39,231 shares
of the Company's common stock at an average price of $3.30 per share.

      On March 22, 2004 the Company  recognized  expense of $28,677 based on the
estimated fair value of the shares issued in connection  with services  rendered
to the Company.

7.    EARNINGS (LOSS) PER SHARE

      Basic  income or (loss) per share is computed  by  dividing  net income or
(loss)  attributable to common  shareholders  by the weighted  average number of
shares   outstanding   during  the  year.  Diluted  income  or  loss  per  share
attributable  to common  shareholders  further  considers the impact of dilutive
common  stock  equivalents.  Diluted  (loss)  per share  has not been  presented
separately for the three and six months ended June 30, 2004 and 2003 because the
effect of the additional  shares which would be issued,  assuming  conversion of
the convertible debentures, are anti-dilutive for the aforementioned periods.


                                       10
<PAGE>

8.    COMMITMENTS AND CONTINGENCIES

      In June of 2004 the Company  entered into an agreement  with Radical Media
Inc.  ("Radical") whereby Radical will design and develop network logos, graphic
templates,  and on-air  intersticials for The Tube. In accordance with the terms
of the agreement, the Company paid $50,000 to Radical as of June 30, 2004 and an
additional  $100,000  in  July  of  2004.  The  Company  is  required  to pay an
additional  $50,000  prior to August 31, 2004,  and is required to issue 112,500
shares of its common stock,  which the contract  values at $450,000,  to Radical
prior to  August  31,  2004.  The  Company  has  recorded  the  entire  $650,000
commitment as an intangible  asset and the remaining  $600,000 of cash and stock
consideration  yet to be paid as of June 30, 2004 is reflected in Other  Current
Liabilities on the Company's balance sheet.

      In accordance with the terms of one of the Company's  music projects,  the
Company  has  committed  to a  marketing  and  promotion  expenditure  budget of
$400,000  to support the  project.  As of June 30,  2004,  the Company has spent
approximately  $98,000  and  expects to spend the  remaining  $302,000  prior to
December  31,  2004.  In  connection  with  this  commitment,  the  Company  has
approximately  $102,000  remaining in an escrow account from the proceeds of one
of its promissory note issuances.

      The Company,  as of June 30, 2004, had no legal proceedings.  From time to
time,  the Company may be involved as plaintiff  or  defendant in various  legal
proceedings arising in the usual course of business.

9.    RECENT ACCOUNTING PRONOUNCEMENTS

      In January 2003, the FASB issued  Interpretation Number 46, "Consolidation
of Variable Interest Entities" ("FIN No. 46"). This Interpretation of Accounting
Research Bulletin ("ARB") No. 51, "Consolidated  Financial Statements," provides
guidance for  identifying a controlling  interest in a variable  interest entity
("VIE")  established  by means  other  than  voting  interests.  FIN No. 46 also
requires  consolidation  of a VIE by an enterprise that holds such a controlling
interest.  In December  2003,  FASB  completed its  deliberations  regarding the
proposed  modification  to FIN No. 46 and issued  Interpretation  Numbers 46 (R)
"Consolidation  of Variable Interest Entities - an Interpretation of ARB No. 51"
("FIN No. 46 (R)").  The decisions  reached included a deferral of the effective
date and  provisions  for  additional  scope  exceptions  for  certain  types of
variable  interests.  Application  of FIN No. 46 (R) is  required  in  financial
statements  of public  entities  that have  interests in VIEs or potential  VIEs
commonly  referred  to as special  purpose  entities  for periods  ending  after
December  15,  2004.  The  adoption of FIN No. 46 (R) is not expected to have an
impact on the Company's consolidated  financial position,  results of operations
or cash flows.

      In March 2004, the U.S. Securities and Exchange Commission's Office of the
Chief Accountant and the Division of Corporate Finance released Staff Accounting
bulletin  ("SAB")  No.  105,  "Loan  Commitments  Accounted  for  as  Derivative
Instruments".  This  bulletin  contains  specific  guidance  on the  inputs to a
valuation-recognition  model to measure loan  commitments  accounted for at fair
value, and requires that fair-value measurement include only differences between
the guaranteed  interest rate in the loan  commitment and market  interest rate,
excluding any expected future cash flows related to the customer relationship or
loan servicing.  In addition,  SAB 105 requires the disclosure of the accounting
policy for loan commitments,  including methods and assumptions used to estimate
the fair value of loan commitments,  and any associated hedging strategies.  SAB
105 is effective for derivative instruments entered into subsequent to March 31,
2004 and should also be applied to existing instruments as appropriate.

The  Company  has not yet  completed  its  evaluation  of SAB 105,  but does not
anticipate a material impact on the financial statements.


                                       11
<PAGE>

10.   GOING CONCERN

      The  accompanying  consolidated  financial  statements  have been prepared
assuming  that the Company  will  continue  as a going  concern.  The  Company's
financial  condition  and  operating  results,  specifically  a working  capital
deficiency  of  approximately  $3.5  million,  a  shareholders'   deficiency  of
approximately  $2.5  million,  a net loss from  operations  since  inception  of
approximately  $3.3 million and net cash used in operations  since  inception of
approximately  $2.5  million,  raise  substantial  doubt  about its  ability  to
continue  as  a  going  concern.   The  Company's   existence  is  dependent  on
Management's ability to develop profitable  operations and resolve the Company's
liquidity  problems.   Management  anticipates  that  the  Company  will  attain
profitable status and improve its liquidity through the continued development of
market  share in the  recording  and  broadcast  media  industries  through  the
development  of a media  distribution  channel  and  archived  video  and  music
collection libraries.

      The Company is attempting to complete a substantial  equity offering prior
to  December  31,  2004  in  order  to  provide  for  working  capital,  capital
expenditures and business expansion. There can be no assurances that the Company
will be  successful  in  completing  such an  offering.  If the  Company  is not
successful in raising additional  capital,  its financial condition and business
operations will be adversely affected. Moreover, if the Company is successful in
implementing  its initial  business plan, it will need to raise additional funds
in order to finance more rapid expansion,  develop new and enhanced services and
products, and respond to competitive pressures.

These financial statements do not include any adjustments that might result from
the outcome of this uncertainty.

11.   RELATED PARTY TRANSACTIONS

On July 25,  2003  the  Company  executed  three  promissory  notes  with  three
shareholders,  totaling  $114,400.  The notes are due November 30, 2004 and bear
interest at 5% annually.  During June 2004, the Company  received loans from two
shareholders  totaling $235,000 and executed 5% promissory notes,  which are due
June 30, 2005.

On March 3, 2004, in connection with the  Distribution  Agreement and assignment
of certain  assets of PMG (see Note 5), the Company  assumed the  obligation  to
repay $350,000 of notes payable to two  shareholders  of the Company.  The notes
have an annual interest rate of 8%. Payments commenced in March of 2004, and the
balance due as of June 30, 2004 was approximately $325,000.

Accounts  payable to  related  parties at June 30,  2004  totaled  approximately
$165,000.  Included in this amount was $36,000 in computer and internet services
provided by a shareholder,  $59,000 in consulting services and expenses provided
by  another  shareholder,  and  $21,000 in  consulting  services  provided  by a
director.

An officer, shareholder and director of the Company agreed to defer a portion of
salary, payable under an employment agreement, until such time as adequate funds
become   available.   The  amount   deferred  at  June  30,  2004  was  $89,000.
Additionally,  there was also a note  receivable  from this  officer at June 30,
2004 of $15,500.

12. SUBSEQUENT EVENTS

      In July of 2004, the Company issued  additional 8% Promissory Notes in the
aggregate principal amount of $600,000. The notes are due October 31, 2004.

      On August 13, 2004, the Noteholders of $1,150,000 of promissory  notes due
June 30, 2004,  agreed to extend the  maturity on these notes until  October 30,
2004.


                                       12
<PAGE>

ITEM 2.

MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITION  AND RESULTS OF
OPERATIONS.

OVERVIEW

      AGU Entertainment Corp. (formerly Lexington Barron Technologies, Inc.) was
incorporated on August 23, 2000 to engage in financial,  operational and systems
consulting  to startup and small  businesses.  With the  exception  of the Share
Exchange Agreement  described in Note 2, AGU Entertainment  Corp. ("AGU") was an
inactive  development stage,  public reporting company and did not engage in any
significant  operations or enter into any material transactions during the first
six months of 2004. Prior services have included market research,  business plan
development,  strategy  development,  financial  modeling and  forecasting,  and
pre-IPO and IPO consulting.

      Effective April 1, 2004, AGU entered into a Share Exchange  Agreement with
Pyramid Music Corp.  ("PMC"), a Florida  corporation having an inception date of
May 20, 2003,  whereby AGU acquired 100% of the outstanding  common stock of PMC
in exchange for issuing  16,922,464 shares of its common stock (see Note 2). PMC
is a  development  stage  company and was formed for the  purpose of  developing
market  share in the  recording  and  broadcast  media  industries  through  the
establishment  of a media  distribution  channel  and  archived  video and music
collection libraries.

      PMC has two wholly-owned  operating  subsidiaries  that are or will become
engaged  in the  following  services:  (i)  the  formation  and  operation  of a
television network, The Tube Music Network, Inc., ("The Tube") that plans to air
traditional  music videos and live concerts of contemporary  music material that
is  derived  from  archived  video and music  collection  libraries,  and (ii) a
production,   marketing  and  distribution   record  company,   Pyramid  Records
International,  Inc. ("PRI"), that has merged audio, visual and Internet content
into one corporate concept.

      On  March  26,  2004,  in  anticipation  of the  completion  of the  share
exchange,   Lexington  Barron  Technologies,   Inc.  changed  its  name  to  AGU
Entertainment Corp.

LIQUIDITY AND CAPITAL RESOURCES

      As a development stage company with no operating  history,  we are subject
to all the  substantial  risks  inherent in the  development  of a new  business
enterprise within an extremely  competitive  industry. We cannot assure you that
the business will continue as a going concern or ever achieve profitability. Due
to the absence of an operating  history and the emerging nature of the market in
which we  compete,  we  anticipate  operating  losses  until such time as we can
develop a substantial  and stable  revenue  base.  From our inception on May 20,
2003 through June 30, 2004,  we had revenues of $108,000 and incurred a net loss
of $3.3 million.  Our financial condition and operating results,  specifically a
working  capital  deficiency  of  approximately  $3.5 million,  a  shareholders'
deficit  of  approximately  $2.5  million,  and net cash used in  operations  of
approximately  $2  million in the first six  months of 2004,  raise  substantial
doubt about our ability to continue as a going concern.

      Since our inception, we have financed our operations through numerous debt
issuances. We issued $650,000 of 5% Convertible  Subordinated Notes, $600,000 of
which were  subsequently  converted  into 203,482  shares of common stock of the
Company at a price of $3 per share.  The remaining  $50,000  matures on November
30, 2004. We also issued  approximately  $2,178,000 of 5% Promissory Notes since
our  inception,  $130,000  of which were  converted  into  39,231  shares of the
Company's  common stock on June 30, 2004.  We are currently in  negotiations  to
extend the maturities of the Promissory  Notes, of which  $1,150,000 were due at
June 30, 2004,  and the remainder of which mature on October 31, 2004. On August
13,  2004,  the  Noteholders  agreed to extend the maturity on these notes until
October 30, 2004.  We believe  that we will be  successful  in  extending  these
maturities  and do not expect to receive any demands for repayment  prior to the
completion of a substantial  equity offering.  While there can be no assurances,
it is also  possible  that  some or all of these  notes  may be  converted  into
equity.


                                       13
<PAGE>

      On March 3, 2004 PRI entered into an Assignment and  Assumption  Agreement
with Pyramid Media Group,  Inc.  ("PMG") whereby PRI agreed to assume all of the
covenants and  obligations  of a Distribution  Agreement  between PMG and ARK 21
Records, LP ("ARK21").  In exchange for the rights to the Distribution Agreement
and certain assets of PMG, PRI assumed the obligation to repay $350,000 of notes
payable to certain  principals of PMG. PMC has  guaranteed  the payment of these
notes, which have an annual interest rate of 8%. Allen Jacobi, President of PRI,
is an owner and controlling  shareholder of PMG.  Approximately $25,000 of these
notes  were  paid in 2004 and the  outstanding  balance  as of June 30,  2004 is
approximately $325,000.

      In June of 2004 we  entered  into an  agreement  with  Radical  Media Inc.
("Radical")  whereby  Radical  will design and develop  network  logos,  graphic
templates,  and  on-air  intersticials  for The Tube.  As of July 31,  2004,  in
accordance  with the terms of the  agreement,  the Company has paid  $150,000 to
Radical and will be required to pay an  additional  $50,000  prior to August 31,
2004.  The Company will also be required to issue  112,500  shares of its common
stock to Radical prior to August 31, 2004.

      In  accordance  with  the  terms  of one of our  music  projects,  we have
committed to a marketing and promotion expenditure budget of $400,000 to support
the project. As of June 30, 2004, we have spent approximately $98,000 and expect
to spend the remaining  $302,000 prior to December 31, 2004. In connection  with
this commitment,  we have approximately  $102,000 remaining in an escrow account
from the proceeds of one of our promissory note issuances.

      The growth and  development  of our business  will  require a  significant
amount of  additional  working  capital.  We currently  have  limited  financial
resources  and  based  on our  current  operating  plan,  we will  need to raise
additional capital in order to continue as a going concern.  We currently do not
have  adequate  cash to meet our  short or long  term  objectives.  In the event
additional  capital is raised,  it may have a  dilutive  effect on the  existing
shareholders of the Company.

      We are  attempting  to complete a  substantial  equity  offering  prior to
December 31, 2004 in order to provide for working capital,  capital expenditures
and  business  expansion.  We cannot  assure you that we will be  successful  in
completing  such an  offering,  in  executing  the  business  plan or  achieving
profitability.  If we are not  successful  in raising  additional  capital,  our
financial   condition  and  business  operations  will  be  adversely  affected.
Moreover,  if we are successful in  implementing  our initial  business plan, we
will need to raise  additional  funds in order to finance more rapid  expansion,
develop new and  enhanced  services  and  products,  and respond to  competitive
pressures.

      Cash  used in  operations  for the six  months  ended  June  30,  2004 was
$1,981,000,  as we did not generate any significant  revenues to offset our cash
operating  expenses,  which  consisted  primarily  of  payroll,   promotion  and
advertising expenses and fees for professional services. We expect this trend to
continue  until such time as we can  complete  a  substantial  equity  offering,
launch The Tube and emerge from the development stage.

      Cash  used in  investing  activities  amounted  to  $233,000,  as we spent
$50,000 in cash under the agreement with Radical and $182,000 on property, plant
and  equipment.  We received  cash from  financing  activities  in the amount of
$2,078,000 as a result of the issuance of notes payable, including $235,000 from
two of our shareholders. We believe we will continue to be successful in raising
additional  capital.  In July,  we  received,  from an existing  Noteholder,  an
additional $600,000 in exchange for promissory notes due October 30, 2004.

RESULTS OF OPERATIONS

      For the three  months  ended June 30,  2004 we had  revenues  of  $15,000,
incurred  operating  expenses of $1,540,000  and a net loss of  $1,558,000.  Our
business  activities to date have been  primarily to develop the  infrastructure
necessary  to market  and  launch The Tube,  and to  explore  potential  musical
projects as we build our recorded music distribution  business. We do not expect
to generate  significant  revenues until we exit our development stage, which we
anticipate will be late in 2004 or early 2005.

      For the six  months  ended  June  30,  2004 we had  revenues  of  $15,000,
operating expenses of $2,426,000 and a net loss of $2,456,000.


                                       14
<PAGE>

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We do not have any major market risk  exposure to changing  interest  rates.  We
currently do not engage in any hedging  activities  to manage this risk. At June
30,  2004,  we had no  outstanding  indebtedness  that was subject to changes in
interest rates.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

      In January 2003, the FASB issued  Interpretation Number 46, "Consolidation
of Variable Interest Entities" ("FIN No. 46"). This Interpretation of Accounting
Research Bulletin ("ARB") No. 51, "Consolidated  Financial Statements," provides
guidance for  identifying a controlling  interest in a variable  interest entity
("VIE")  established  by means  other  than  voting  interests.  FIN No. 46 also
requires  consolidation  of a VIE by an enterprise that holds such a controlling
interest.  In December  2003,  FASB  completed its  deliberations  regarding the
proposed  modification  to FIN No. 46 and issued  Interpretation  Numbers 46 (R)
"Consolidation  of Variable Interest Entities - an Interpretation of ARB No. 51"
("FIN No. 46 (R)").  The decisions  reached included a deferral of the effective
date and  provisions  for  additional  scope  exceptions  for  certain  types of
variable  interests.  Application  of FIN No. 46 (R) is  required  in  financial
statements  of public  entities  that have  interests in VIEs or potential  VIEs
commonly  referred  to as special  purpose  entities  for periods  ending  after
December  15,  2004.  The  adoption of FIN No. 46 (R) is not expected to have an
impact on the Company's consolidated  financial position,  results of operations
or cash flows.

      In March 2004, the U.S. Securities and Exchange Commission's Office of the
Chief Accountant and the Division of Corporate Finance released Staff Accounting
Bulletin  ("SAB")  No.  105,  "Loan  Commitments  Accounted  for  as  Derivative
Instruments."  This  bulletin  contains  specific  guidance  on the  inputs to a
valuation-recognition  model to measure loan  commitments  accounted for at fair
value, and requires that fair-value measurement include only differences between
the guaranteed  interest rate in the loan  commitment and market  interest rate,
excluding any expected future cash flows related to the customer relationship or
loan  servicing.  In addition,  SAB105 requires the disclosure of the accounting
policy for loan commitments,  including methods and assumptions used to estimate
the fair value of loan commitments,  and any associated hedging strategies.  SAB
105 is effective for derivative instruments entered into subsequent to March 31,
2004 and should  also be applied to existing  instruments  as  appropriate.  The
Company has not yet completed its evaluation of SAB 105, but does not anticipate
a material impact on the financial statements.

ITEM 3. CONTROLS AND PROCEDURES

(a)   As of June 30, 2004,  the Company had performed an  evaluation,  under the
      supervision its chief executive  officer and chief financial  officer,  of
      the effectiveness of the design and operation of the company's  disclosure
      controls  and  procedures  (as defined in Exchange  Act Rule  13a-15(e) or
      15d-15(e)).  Based upon that evaluation,  the chief executive  officer and
      chief financial officer concluded that the Company's  disclosure  controls
      and  procedures  are  effective  in  timely   alerting  them  to  material
      information  relating  to the Company  and its  consolidated  subsidiaries
      required to be included in the Company's  reports filed or submitted under
      the Exchange Act. Due to the inherent  limitations of the effectiveness of
      any  established  disclosure  controls and procedures,  management  cannot
      provide absolute assurance that the objectives of its disclosure  controls
      and procedures will be met.

(b)   There have been no significant changes (including  corrective actions with
      regard to significant deficiencies or material weaknesses) in our internal
      controls  or in  other  factors  that  could  significantly  affect  these
      controls subsequent to the date of the evaluation  referenced in paragraph
      (a) above.


                                       15
<PAGE>

                           PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

      The Company,  as of June 30, 2004, had no legal proceedings.  From time to
time,  the Company may be involved as plaintiff  or  defendant in various  legal
proceedings arising in the usual course of business.

ITEM 2.  CHANGES IN SECURITIES  AND SMALL  BUSINESS  ISSUER  PURCHASES OF EQUITY
         SECURITIES.

On April 1, 2004, the Company acquired 100% of the stock of Pyramid Music Corp.,
("PMC")  in  exchange  for  16,922,464  shares of common  stock of the  Company.
Following the  completion of this  transaction  the former  shareholders  of PMC
owned,  on a fully  diluted  basis,  approximately  80% of the then  issued  and
outstanding  shares  of  common  stock of the  Company.  As of April 1, 2004 the
Company had issued and  outstanding  21,053,076  shares of common  stock and the
former principal owners of Lexington  Barron  Technologies,  Inc.'s common stock
owned 4,230,612 shares, or approximately 20% of the outstanding  common stock of
the Company.

During the three  months  ended June 30,  2004  $730,000  of notes  payable  and
$10,702 of accrued  interest were converted into 242,713 shares of common stock.
No cash proceeds were received by the Company from the holders of the notes. The
transactions were exempt from registration  under the Securities Act in reliance
upon Section 3(a)(9) of the Securities Act as a security exchanged by the issuer
with  its  existing   security  holders   exclusively  where  no  commission  or
remuneration  was paid or given  directly  or  indirectly  for  soliciting  such
exchange.

      On June 23, 2004,  effective as of April 26, 2004, the Company  entered an
agreement  with  Radical  Media  Inc.,  pursuant  to which the  Company  will be
required to issue 112,500  shares of its common stock to Radical prior to August
31, 2004.  This issuance will be exempt from  registration  under the Securities
Act in reliance  upon Section 4 (2) of the  Securities  Act and/or  Regulation D
promulgated  thereunder  as a  transaction  by an issuer not  involving a public
offering.  The recipient of the securities  will represent  their  intentions to
acquire  the  securities  for  investment  only  and not  with a view to sell in
connection  with any  distribution  thereof,  and  appropriate  legends  will be
affixed to the securities  issued in such  transaction.  The recipient will have
adequate  access,  through its  relationships  with the Company,  to information
about the Company.  No  underwriters  will be employed in the  transaction.  The
securities will be deemed  restricted  securities for purposes of the Securities
Act.


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         None

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None.

ITEM 5.  OTHER INFORMATION.

      (a) On July 29, 2004,  the Board of  Directors of the Company  adopted the
2004 Stock Option and Stock  Incentive Plan ("Plan").  The  shareholders  of the
Company will vote on the plan at the next annual meeting of  shareholders of the
Company.


                                       16
<PAGE>

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

      (a)   Exhibits

      10.1  Agreement with GSMB regarding marketing and promotional  expenditure
            commitment.

      10.2  Trust  Agreement in connection  with the  marketing and  promotional
            expenditure commitment.

      10.3  Agreement with Radical Media Inc

       31 - Section 302 Certification

       32 - Section 906 Certification

(b) Reports on Form 8-K

      On April 16, 2004,  the Company  filed a Report on Form 8-K,  subsequently
amended on April 21, 2004 to report that the  Company had  acquired  100% of the
stock of Pyramid Music Corp. in exchange for  16,922,464  shares of common stock
of the  Company,  and on June  15,  2004 to  report a  change  in the  Company's
independent certified public accountants.

                                   SIGNATURES

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


DATE: AUGUST 20, 2004                         /s/ David C. Levy
                                              ----------------------------
                                              David C. Levy
                                              Chief Executive Officer and
                                              Chief Financial Officer

                                       17