**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 **March
      31, 2006**





[
 ]
      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**





**The
      Tube Media Corp.**


**_______________________________________________________________________**


**(Exact
      name of small business issuer as specified in its charter)**




**Delaware**
            **84-1557072****(State
                or other jurisdiction of**
            **(IRS
                Employer Identification
                No.)****incorporation
                or organization)**




**1451
      West Cypress Creek Road.**


**Ft.
      Lauderdale, FL 33309**


**_________________________** **____________________________**


**(Address
      of principal executive offices)**





**(954)
      714-8100**


**_____________________________________________________________________**


**(Issuer's
      telephone number)**





**N/A**


__________________________________________________________________________________


**(Former
      name, former address and annual fiscal year, if changed from last
      report)**








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 [  ]





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). Yes [  ] No [X]





The
      number of shares of the issuer's common stock, par value $0.0001 per share,
      outstanding as of May 15, 2006 was 27,292,841





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










**THE**  **TUBE
      MEDIA CORP.**


**(Formerly
      AGU Entertainment Corp.)**





**FORM
      10-QSB**





**INDEX**




**Page****PART
                I. FINANCIAL INFORMATION**Item
                1. Financial Statements:Condensed
                Consolidated Balance Sheets as of March 31,2006
                (unaudited) and December 31, 2005
            
            4Condensed
                Consolidated Statements of Operations for the ThreeMonths
                Ended March 31, 2006 and 2005 (unaudited)
            
            5Condensed
                Consolidated Statement of Changes in Shareholders’Equity
                (Deficiency) for the Three Months Ended March 31, 2006
                (unaudited)
            
            6Condensed
                Consolidated Statements of Cash Flows for the ThreeMonths
                Ended March 31, 2006 and 2005 (unaudited)
            
            7Notes
                to Condensed Consolidated Financial Statements(unaudited)
            
            8Item
                2. Management’s Discussion and Analysis of FinancialCondition
                and Results of Operations
            
            19Item
                3. Controls and Procedures
            
            
            24**PART
              II.
              OTHER INFORMATION**Item
                1. Legal Proceedings
            
            
            25Item
                2. Unregistered Sales of Equity Securities and Use of Proceeds
            
            
            25Item
                3. Defaults Upon Senior Securities
            
            
            26Item
                4. Submission of Matters to a Vote of Security Holders
            
            
            26Item
                5. Other Information
            
            
            26Item
                6. Exhibits
            
            
            27SIGNATURES
            
            
            30







2





**FORWARD
      LOOKING STATEMENTS**





**Cautionary
      Statement Pursuant to Safe Harbor Provisions of the**


**Private
      Securities Litigation Reform Act of 1995**




This
      report may include a number of “forward-looking statements” as that term is
      defined in Section 27A of the Securities Act of 1933, as amended, and Section
      21E of the Securities Exchange Act of 1934, as amended. These statements reflect
      management’s current views with respect to future events and financial
      performance and include statements regarding management’s intent, belief or
      current expectations, which are based upon assumptions about future conditions
      that may prove to be inaccurate. Prospective investors are cautioned that any
      such forward-looking statements are not guarantees of future performance,
      involve risk and uncertainties, and that as a result, actual results may differ
      materially from those contemplated by such forward-looking statements. Such
      risks include, among other things, our ability to continue to operate as a
      going
      concern, our limited operating history and anticipation that we will have
      operating losses in the foreseeable future, our ability to raise additional
      capital which may not be available to us on commercially acceptable terms or
      at
      all, our ability repay our outstanding debt when due, our business revenue
      generation model is unproven and could fail, our success is dependent upon
      our
      senior management team and our ability to hire and retain qualified employees,
      our ability to implement our business and growth strategy, the volatile nature
      of the market in which we will launch new products, our ability to control
      the
      volatility of sales, our ability to purchase and/or license assets that are
      critical to our business, our ability to maintain good working relationships
      with the companies in which we have charter affiliation agreements and our
      ability to perform as required under these agreements, our ability to develop
      advertising revenues, our ability to maintain our client relationships, our
      ability to protect our music business from digital piracy, intense competition
      from substantially larger and better financed companies, our ability to
      adequately manage future growth, our ability to adequately react to market
      changes, our ability to maintain an effective system of internal controls,
      the
      effects of copyright laws on the value of certain of our assets, and potential
      conflicts of interests and risks related to agreements that are not subject
      to
      arm's length negotiations. When considering forward-looking statements, readers
      are urged to carefully review and consider the various disclosures, including
      risk factors and their cautionary statements, made by us in this report and
      in
      our other reports filed with the Securities and Exchange Commission
      (“SEC”).





All
      references to “we,” “our,” or “us” or the “Company” refer, on a consolidated
      basis, to The Tube Media Corp., a Delaware corporation, unless otherwise
      indicated.





3


**Item
      1. Financial Statements**





**THE
      TUBE MEDIA CORP. (Formerly AGU Entertainment Corp.) and
      SUBSIDIARIES**


**Condensed
      Consolidated Balance Sheets**


**As
      of March 31, 2006 and December 31, 2005**


**March
                  31,**
              
              **December
                  31,****Assets**
              
              **2006**
              
              **2005**Current
                  Assets:
              
              **(unaudited)**Cash
              
              $
              892,518
              
              $
              346,998Accounts
                  receivable, net of allowance for doubtfulaccounts
                  of $195,239 and $195,703, respectively
              
              
              407,594
              
              
              408,822Prepaid
                  expenses
              
              
              15,000
              
              
              367,264Total
                  current assets
              
              
              1,315,112
              
              
              1,123,084Property
                  and equipment, net of accumulateddepreciation
                  of $332,056 and $296,876, respectively
              
              
              384,686
              
              
              437,853Property
                  and equipment from discontinued operationsnet
                  of accumulated depreciation of $10,533 and $7,900,
                  respectively
              
              
              25,466
              
              
              28,100Intangibles,
                  net of amortization
              
              
              4,815,144
              
              
              1,077,161Other
                  assets
              
              
              142,151
              
              
              50,480Total
                  assets
              
              $
              6,682,559
              
              $
              2,716,678**Liabilities
                  and Shareholders’ Deficiency**Current
                  Liabilities:Accounts
                  payable
              
              $
              1,315,529
              
              $
              794,336Accounts
                  payable - related parties
              
              
              75,725
              
              
              154,708Notes
                  payable, related parties
              
              
              1,146,004
              
              
              1,241,010Notes
                  payable
              
              
              1,232,819
              
              
              707,818Convertible
                  notes payable
              
              
              1,045,000
              
              
              850,000Equipment
                  note
              
              
              -
              
              
              12,986Capital
                  leases payable
              
              
              1,535
              
              
              11,278Accrued
                  expenses
              
              
              1,696,105
              
              
              1,418,774Other
                  current liabilities
              
              
              50,373
              
              
              6,852Total
                  current liabilities
              
              
              6,563,090
              
              
              5,197,762Capital
                  leases payable - long term portion
              
              
              1,008
              
              
              1,636Equipment
                  note - long term portion
              
              
              -
              
              
              23,683Notes
                  payable
              
              
              275,000
              
              
              275,000Convertible
                  notes payable - net of unamortized discounts
              
              
              1,140,251
              
              
              375,408Total
                  liabilities
              
              
              7,979,349
              
              
              5,873,489COMMITMENTS
                  AND CONTIGENCIESShareholders’
                  deficiencyPreferred
                  stock, $0.0001 par value; 10,000,000 shares authorized,-0-
                  shares issued and outstanding
              
              
              -
              
              
              -Common
                  stock, $0.0001 par value; 100,000,000 shares authorized,27,292,841
                  and 26,046,711 shares issued and outstanding
              
              
              2,729
              
              
              2,604Additional
                  paid-in capital
              
              
              22,199,228
              
              
              17,762,512Accumulated
                  deficit
              
              
              (23,498,747
              )
              
              (20,921,927
              )Total
                  shareholders' deficiency
              
              
              (1,296,790
              )
              
              (3,156,811
              )Total
                  liabilities and shareholders' deficiency
              
              $
              6,682,559
              
              $
              2,716,678


See
      accompanying notes to condensed consolidated financial statements





4




**The
      Tube Media Corp. (formerly AGU Entertainment Corp.) and
      Subsidiaries**


**Condensed
      Consolidated Statements of Operations**


**For
      the Three Months Ended March 31, 2006 and 2005**


**(Unaudited)**


**March
                  31,**
              
              **March
                  31,****2006**
              
              **2005****(As
                  Restated)**Net
                  revenues
              
              $
              -
              
              $
              105,927Cost
                  of sales and services performed
              
              
              -
              
              
              22,739Gross
                  profit
              
              
              -
              
              
              83,188Operating
                  ExpensesLegal
                  and professional fees
              
              
              488,917
              
              
              273,671Promotion
                  and advertising
              
              
              157,949
              
              
              71,530Depreciation
                  and amortization
              
              
              162,974
              
              
              65,129Other
                  general and administrative costs
              
              
              1,121,256
              
              
              2,446,288Total
                  operating expenses
              
              
              1,931,096
              
              
              2,856,618Operating
                  loss
              
              
              (1,931,096
              )
              
              (2,773,430
              )Interest
                  expense
              
              
              653,596
              
              
              1,449,767Other
                  income
              
              
              10,506
              
              
              -Loss
                  from continuing operations
              
              
              (2,574,186
              )
              
              (4,223,197
              )Loss
                  from discontinued operations
              
              
              (2,633
              )
              
              (21,555
              )Net
                  loss
              
              $
              (2,576,819
              )
              $
              (4,244,752
              )Loss
                  per common share from continuing operations
              
              $
              (0.10
              )
              $
              (0.18
              )Loss
                  per common share from discontinued operations
              
              $
              (0.00
              )
              $
              (0.00
              )Net
                  loss per common share
              
              $
              (0.10
              )
              $
              (0.18
              )Weighted
                  average common shares outstanding -Basic
                  and diluted
              
              
              26,333,230
              
              
              23,720,678




See
      accompanying notes to condensed consolidated financial statements




5


**The
      Tube Media Corp. (formerly AGU Entertainment Corp.) and
      Subsidiaries**


**Condensed** **Consolidated Statement of Changes in Shareholders’
(Deficiency)**


**For
      the Three Months Ended March 31, 2006**


**** **(Unaudited)**


**Shares**
              
              **Common
                  Stock**
              
              **Additional**
                **Paid-in**
                **Capital**
              
              **Accumulated
                  Deficit**
              
              **Total**Balance
                  at December 31, 2005
              
              
              26,046,711
              
              $
              2,604
              
              $
              17,762,512
              
              $
              (20,921,927
              )
              $
              (3,156,811
              )Issuance
                  of shares of common stock for services
              
              
              135,419
              
              
              14
              
              
              209,885
              
              
              -
              
              
              209,899Issuance
                  of warrants to purchase common stock in connectionthe
                  issuance of convertible debt
              
              
              -
              
              
              -
              
              
              171,400
              
              
              -
              
              
              171,400Beneficial
                  conversion feature from issuance of convertible debt
              
              
              -
              
              
              -
              
              
              190,840
              
              
              -
              
              
              190,840Issuance
                  of shares of common stock in connection withcontract
                  rights agreements for network broadcasting
              
              
              1,100,000
              
              
              110
              
              
              2,409,890
              
              
              -
              
              
              2,410,000Issuance
                  of warrants to purchase common stock in connectionwith
                  contract rights agreements for network broadcasting
              
              
              -
              
              
              -
              
              
              1,435,530
              
              
              -
              
              
              1,435,530Issuance
                  of shares of common stock to directors for services
              
              
              5,000
              
              
              -
              
              
              7,750
              
              
              -
              
              
              7,750Issuance
                  of shares of common stock to pay accrued interest
              
              
              5,711
              
              
              1
              
              
              11,421
              
              
              
              
              
              11,422Net
                  loss
              
              
              -
              
              
              -
              
              
              -
              
              
              (2,576,819
              )
              
              (2,576,819
              )Balance
                  at March 31, 2006
              
              
              27,292,841
              
              $
              2,729
              
              $
              22,199,228
              
              $
              (23,498,747
              )
              $
              (1,296,790
              )




See
      accompanying notes to condensed consolidated financial statements





6


**The
      Tube Media Corp. (formerly AGU Entertainment Corp.) and
      Subsidiaries**


**Condensed
      Consolidated Statements of Cash Flows**


**For
      the Three Months Ended March 31, 2006 and 2005**




**March
                  31, 2006**
              
              **March
                  31, 2005****(As
                  Restated)**Cash
                  flows from operating activities:Net
                  loss
              
              $
              (2,576,819
              )
              $
              (4,244,752
              )Adjustments
                  to reconcile net loss to net cashused
                  in operating activities:Bad
                  Debt Expense
              
              
              878
              
              
              -Depreciation
                  and amortization
              
              
              164,729
              
              
              93,501Common
                  stock issued as payment for services
              
              
              217,649
              
              
              405,866Common
                  stock issued for services and compensation
              
              
              -
              
              
              1,047,840Gain
                  on disposal of assets
              
              
              (1,005
              )
              
              -Decrease
                  in accounts receivable
              
              
              350
              
              
              32,343Decrease
                  (increase) in prepaid expenses
              
              
              352,264
              
              
              (11,338
              )(Increase)
                  decrease in other assets
              
              
              (91,674
              )
              
              8,849Increase
                  in accounts payable and accrued liabilities
              
              
              739,598
              
              
              427,177Decrease
                  in other liabilities
              
              
              -
              
              
              (30,093
              )Decrease
                  in discount on notes payable
              
              
              537,084
              
              
              1,178,662Net
                  cash used in operating activities
              
              
              (656,946
              )
              
              (1,091,945
              )Cash
                  flows from investing activities:Disbursements
                  for property and equipment
              
              
              (37,963
              )
              
              (128,661
              )Net
                  cash used in investing activities
              
              
              (37,963
              )
              
              (128,661
              )Cash
                  flows from financing activities:Payment
                  of notes payable
              
              
              -
              
              
              (2,959
              )Proceeds
                  from notes payable to related parties
              
              
              326,800
              
              
              190,683Payment
                  on capital leases
              
              
              (10,371
              )
              
              (3,272
              )Payment
                  of notes payable to related parties
              
              
              (386,000
              )
              
              -Proceeds
                  from other notes payable
              
              
              1,310,000
              
              
              270,000Net
                  cash provided by financing activities
              
              
              1,240,429
              
              
              454,452Net
                  increase (decrease) in cash
              
              
              545,520
              
              
              (766,154
              )Cash,
                  beginning of year
              
              
              346,998
              
              
              771,533Cash,
                  end of year
              
              $
              892,518
              
              $
              5,379Supplemental
                  disclosure of cash flow information:Cash
                  paid for income taxes
              
              $
              -
              
              $
              -Cash
                  paid for interest
              
              $
              -
              
              $
              50,512Non-cash
                  financing activities:Common
                  stock issued as payment for services
              
              $
              217,649
              
              $
              205,866Equipment
                  acquired through issuance of common stock
              
              $
              -
              
              $
              244,500Exstinguishment
                  of liabilities to common stock
              
              $
              11,422
              
              $
              337,500Common
                  stock issued in connection with affiliation
                  agreements
              
              $
              2,410,000
              
              $
              200,000Warrants
                  issued with convertible debt
              
              $
              171,400
              
              $
              -Warrants
                  issued in connection with affiliation agreements
              
              $
              1,435,530
              
              $
              -


See
      accompanying notes to condensed consolidated financial
      statements


7


**The
      Tube Media Corp. (formerly AGU Entertainment Corp.) and
      Subsidiaries**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**March
      31, 2006 (unaudited)**





**1.
      ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES**





**Organization**





The
      Company was initially incorporated as Lexington Barron Technologies, Inc. in
      the
      State of Colorado on August 23, 2000 for the purpose of addressing the specific
      needs of small businesses and start-up organizations by providing a broad range
      of consulting and advisory services ranging from market research and analysis
      to
      business plans and systems development to financial consulting. In early 2004,
      the Company’s former management determined that the business model was not
      progressing and that the Company should either merge with or acquire an
      operating company with an operating history and assets.




Effective
      April 1, 2004, the Company entered into a share exchange agreement with Pyramid
      Music Corp., a Florida corporation (“PMC”). Under the terms of the share
      exchange agreement, the Company acquired 100% of the outstanding common stock
      of
      PMC in exchange for 16,922,464 shares of the Company’s common stock. On March
      26, 2004, in anticipation of the completion of the share exchange, the Company
      changed its name to AGU Entertainment Corp. As of April 1, 2004, upon completion
      of the share exchange, the former shareholders of PMC owned, on a fully diluted
      basis, approximately 80% of the outstanding common stock of AGU Entertainment
      Corp., which resulted in a change in control. The transaction was accounted
      for
      as a reverse merger and recapitalization whereby PMC, which became a
      wholly-owned subsidiary of AGU Entertainment Corp., was deemed to be the
      acquirer for accounting purposes. In addition, as of April 1, 2004, AGU
      Entertainment Corp. had no identifiable assets and liabilities. As a result,
      PMC
      is deemed to be the surviving accounting and reporting entity, and all of the
      historical financial information presented in this Form 10-QSB, including the
      consolidated financial statements and Management’s Discussion and Analysis or
      Plan of Operations, reflect the assets, liabilities, results of operations
      and
      cash flows of PMC and its subsidiaries, The Tube Music Network, Inc., a Florida
      corporation (“The Tube”) and Pyramid Records International, Inc., a Florida
      corporation (“PRI”).




In
      July
      of 2004, the Company dissolved PMC, and as a result The Tube and PRI became
      direct, wholly-owned subsidiaries of AGU Entertainment Corp. On October 20,
      2004, the Company’s shareholders approved the reincorporation of the Company in
      the State of Delaware through a merger of the Company into a wholly-owned
      subsidiary corporation incorporated in the State of Delaware. The
      reincorporation resulted in the Company becoming a Delaware corporation,
      effective as of October 21, 2004, and did not result in any change in the
      Company’s name, headquarters, business, jobs, management, location or any of the
      Company’s offices or facilities, number of employees, taxes payable to the State
      of Colorado, assets, liabilities or net worth.




In
      February of 2005, the Company formed two new subsidiaries, AGU Studios, Inc.
      (“AGU Studios”), a Florida corporation, and 3200 Oakland Park Boulevard, Inc., a
      Florida corporation (“3200 Oakland Park”). Liquidity issues and the sale of the
      property located in Lauderdale Lakes, Florida, the operations of AGU Studios
      and
      3200 Oakland Park have been discontinued.




In
      March
      2005, we changed the name of PRI to AGU Music, Inc. (“AGU Music”).




On
      February 25, 2006, AGU Entertainment Corp. changed its name to The Tube Media
      Corp. The name change was effected pursuant to Section 253 of the General
      Corporation Law of the State of Delaware by the merger of a wholly-owned
      subsidiary of the Company into the Company. The Company was the surviving
      corporation and, in connection with the merger, the Company amended its
      Certificate of Incorporation to change its name pursuant to the Certificate
      of
      Ownership and Merger filed with the Secretary of State of the State of Delaware.
      The Company also amended its Bylaws to reflect the name change and restated
      its
      Certificate of Incorporation.




The
      Tube
      is a 24-hour per day broadcast digital television network that delivers high
      quality music video, audio, and e-commerce to digital viewers nationally. Its
      national launch is expected to take place by the third quarter of 2006. The
      Tube
      can currently be seen in a limited number of households in various parts of
      the
      United States. AGU Music was formed to produce both studio albums and DVD
      concerts.




8


**Basis
      of Presentation**





The
      condensed consolidated financial statements in this report are unaudited. The
      preparation of the condensed consolidated financial statements are in conformity
      with accounting principles generally accepted in the United States of America
      (GAAP) for interim financial reporting and the regulations of the Securities
      and
      Exchange Commission (“SEC”) for quarterly reporting. 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. These financial statements should be read in
      conjunction with the financial statements and notes thereto included in the
      Company’s annual report on Form 10-KSB as filed with the SEC for the year ended
      December 31, 2005.




The
      accompanying financial statements reflect the results of the operations of
      the
      Company and its subsidiaries for the three months ended March 31, 2006 and
      the
      results of the Company for the three months ended March 31, 2005
      (restated).





**Principles
      of Consolidation**





The
      accompanying consolidated financial statements include the accounts of The
      Tube
      Media Corp. and its subsidiaries. References to the Company mean The Tube Media
      Corp. and its subsidiaries unless otherwise indicated. All significant
      intercompany transactions have been eliminated.





**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.





**Loss
      per Share**





Basic
      income or (loss) per share is computed by dividing net income or (loss)
      attributable to common stockholders by the weighted average number of shares
      outstanding during the year. Diluted income per share attributable to common
      stockholders further considers the impact of dilutive common stock equivalents.
      Diluted loss per share has not been presented separately for the three months
      ended March 31, 2006 and 2005 because the effect of the additional shares which
      would be issued, assuming conversion of the convertible notes and common stock
      purchase warrants, are anti-dilutive for the aforementioned periods. The
      aggregate amount of securities that could potentially dilute earnings per share
      in future periods, at March 31, 2006 was 20,581,704.





**Recent
      Accounting Pronouncements**





Statement
      of Financial Accounting Standards No. 123, “Accounting for Stock-Based
      Compensation” (“SFAS No. 123”), established a fair value method of accounting
      for stock-based compensation plans and for transactions in which an entity
      acquires goods or services from non-employees in exchange for equity
      instruments. SFAS No. 123 was amended by Statement of Financial Accounting
      Standards No. 148, “Accounting for Stock-Based Compensation - Transition and
      Disclosure”, which required companies to disclose in interim financial
      statements the pro forma effect on net income (loss) and net income (loss)
      per
      common share of the estimated fair market value of stock options or warrants
      issued to employees. Through December 31, 2005, the Company accounted for
      stock-based compensation utilizing the intrinsic value method prescribed in
      Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to
      Employees” (APB No. 25), with pro forma disclosures of net income (loss) as if
      the fair value method had been applied. Accordingly, compensation cost for
      stock
      options was measured as the excess, if any, of the fair market price of the
      Company’s stock at the date of grant over the amount an employee must pay to
      acquire the stock.





As
      the
      exercise price of stock options and warrants issued to employees was not less
      than the fair market value of the Company’s common stock on the date of grant,
      and in accordance with accounting for such options utilizing the intrinsic
      value
      method, there was no related compensation expense recorded in the Company’s 2005
      consolidated financial statements. The fair value of stock options and warrants
      issued to officers, directors and employees at not less than fair market value
      of the Company’s common stock on the date of grant was estimated using the
      Black-Scholes option-pricing model, and the effect on the Company’s results of
      operations was shown as if such stock options and warrants had been accounted
      for pursuant to SFAS No. 123.





9


In
      December 2004, the Financial Accounting Standards Board (“FASB”) issued SFAS No.
      123 (revised 2004), “Share Based Payment” (“SFAS No. 123R”), a revision to SFAS
      No. 123, “Accounting for Stock-Based Compensation”. SFAS No. 123R superseded APB
      No. 25 and amended SFAS No. 95, “Statement of Cash Flows”. Effective January 1,
      2006, SFAS No. 123R requires that the Company measure the cost of employee
      services received in exchange for equity awards based on the grant date fair
      value of the awards, with the cost to be recognized as compensation expense
      in
      the Company’s financial statements over the vesting period of the awards.
      Accordingly, the Company will recognize compensation cost for equity-based
      compensation for all new or modified grants issued after December 31, 2005.
      In
      addition, commencing January 1, 2006, the Company is required to recognize
      the
      unvested portion of the grant date fair value of awards issued prior to adoption
      of SFAS No. 123R based on the fair values previously calculated for disclosure
      purposes over the remaining vesting period of the outstanding stock options
      and
      warrants.





The
      Company adopted SFAS No. 123R effective January 1, 2006, and is using the
      modified prospective method in which compensation cost is recognized beginning
      with the effective date (a) based on the requirements of SFAS No. 123R for
      all
      share-based payments granted after the effective date and (b) based on the
      requirements of SFAS No. 123R for all awards granted to employees prior to
      the
      effective date of SFAS No. 123R that remain unvested on the effective
      date.





The
        Company has never granted stock options to purchase shares of its common
        stock
        under its 2004 Stock Option Plan, or for employee services. Accordingly,
        the
        Company’s Condensed Consolidated Financial Statements do not include any stock
        based compensation expense for the three months ended March 31, 2006, and
        as
        such, no proforma information for March 31, 2005 is required, nor does the
        Company have any unvested deferred compensation that must be amortized over
        any
        vesting periods.
  **Reclassification**





Certain
      amounts from the prior year have been reclassified to conform to current period
      presentation.




**Restatement**
  The
        three months ended March 31, 2005 were restated to
        include $1.1 million additional compensation expense paid to a
        director.
  **2.
        INTANGIBLES**





Intangible
      assets at March 31, 2006 were as follows:




Value
                at
              acquisition
            
            Accumulatedamortization
            
            Balance
                at
              March
                31, 2006Distribution
                agreement
            
            $
            350,000
            
            $
            (233,200
            )
            $
            116,800Contract
                rights
            
            
            4,317,036
            
            
            (70,800
            )
            
            4,246,236Other
                intangibles
            
            
            651,035
            
            
            (198,928
            )
            
            452,108Total
                intangibles
            
            $
            5,318,071
            
            $
            (502,928
            )
            $
            4,815,144





The
      distribution agreement is being amortized on a straight line basis over a period
      of three years. Contract rights, which were acquired in April 2005 and March
      2006 for common stock and warrants to purchase the Company’s common stock, to
      broadcast The Tube in certain markets, are being amortized over the initial
      lives of the agreements, which are five year periods beginning in July of 2005
      and April 2006. Other intangibles pertain to costs to develop network logos,
      graphic templates and on-air interstitials for The Tube. Under the terms of
      an
      amended agreement with the developer of these assets, the Company agreed to
      pay
      the developer in cash and shares of common stock, which is being amortized
      on a
      straight line basis over a period of three years. Amortization expense for
      the
      three months ended March 31, 2006 and March 31, 2005 was $107,053 and $28,372,
      respectively. Aggregate amortization expense over the next five years, assuming
      an estimated useful life of two years for the other intangibles, is expected
      to
      be as follows:





For
                the year ending December 31:2006
            
            $
            964,4822007
            
            
            885,8072008
            
            
            863,4072009
            
            
            863,4072010
            
            
            769,007








10


**3.
      NOTES PAYABLE**





**Convertible
      Notes**





Convertible
      notes payable consist of the following at March 31, 2006 and December 31,
      2005:


**2006**Convertible
                  notes
              
              $
              3,080,000Less:
                  current portion
              
              
              (1,045,000
              )Less:
                  Discount on convertible notes payable
              
              
              (894,749
              )Convertible
                  notes payable, long term portion, net of discounts
              
              $
              1,140,251





During
      the first quarter of 2006, the Company issued additional convertible promissory
      notes to various accredited investors in the aggregate principal amount of
      $510,000. These convertible promissory notes pay interest at 10% and are due
      on
      the second anniversary of their issuance date and are convertible into shares
      of
      the Company’s common stock at the option of each holder at a conversion price
      ranging from $2.50 to $3.00 per share. In connection with the issuance of the
      convertible notes, the Company issued to the holders warrants to purchase an
      aggregate of 184,000 shares of the Company’s common stock. The common stock
      purchase warrants have two year terms and the exercise price ranging from $2.50
      to $3.00 per share. The Company estimated the fair value of each warrant at
      the
      date of grant by using the Black-Scholes pricing model with the following
      weighted average assumptions: no dividend yield, expected volatility of 50%,
      risk-free interest rate of 4.5%, and an expected life from two to ten years.
      The
      aggregate value of the warrants issued in 2006, in connection with convertible
      promissory notes, was $171,400 and this amount was recorded as a discount of
      the
      notes payable with an offset to paid in capital. Accordingly, as the effective
      conversion price of the notes was less than the fair price at the date of
      issuance, a beneficial conversion feature of $190,840 was determined and
      recorded as a discount to notes payable with an offset to paid in capital.
      These
      discounts are being amortized over the life of the respective convertible notes.
      The unamortized balance of $347,147 is included in the discount on notes payable
      balance as of March 31, 2006.





**Other
      Notes Payable**





On
      March
      31, 2006, the Company entered into agreements with two individuals (the
“Lenders”), pursuant to which the Lenders agreed to loan to the Company, an
      aggregate amount of $800,000 (the “Bridge Loan”). In connection with the Bridge
      Loan, the Company issued two promissory Bridge Notes (the “Bridge Notes”), in
      the aggregate principal amount of $800,000, to the Lenders, both of whom are
      accredited investors. Pursuant to the terms of the Bridge Notes, the Bridge
      Loan
      would accrue interest at the rate of four percent per year, and the principal
      and interest on the Bridge Notes would be due on March 31, 2007. The payments
      due under the Bridge Notes would be accelerated as follows: (i) in the event
      the
      Company closes a round of financing of not less than $2.0 million and not more
      than $2.49 million prior to March 31, 2007, the Company would pay each Lender
      an
      amount equal to $320,000; and (ii) in the event the Company closes a round
      of
      financing equal to or greater than $2.5 million prior to March 31, 2007, the
      Company would pay each Lender the total amount due under each Note. The Bridge
      loans were repaid on April 21, 2006 from the proceeds of the “Private
      Placement”, see Note 10.





Also
      during the first quarter of 2006, the Company disposed a Company vehicle and
      retired the equipment note in the amount of $36,669. The disposal resulted
      in a
      gain on disposal of the equipment of $1,005.





The
      unamortized balance of the discount for the notes issued in the quarter ended
      March 31, 2006 was $347,147. No warrants were exercised during the first three
      months of 2006 and warrants to purchase 9,929,911 shares of common stock were
      outstanding at March 31, 2006. The unamortized balance of the discount for
      all
      notes as of March 31, 2006 was $894,749.





**Related
      Party Notes**





On
      March
      3, 2004, AGU Music 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 AGU Music 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
      manufacturer and distributor of certain recorded music projects for AGU Music
      through normal retail channels throughout the United States. In exchange for
      the
      rights to the Distribution Agreement between PMG and ARK21, AGU Music assumed
      the obligation to repay $350,000 of notes payable to Neil Strum and Ned Siegel,
      two significant stockholders of the Company. The Company guaranteed payment
      on
      the notes. The notes have an annual interest rate of 8%. Approximately $19,000
      of the notes were paid in 2004 and the outstanding balance at December 31,
      2005
      was approximately $331,000. The terms of these notes required monthly payments
      of principal and interest. The Company had not made the required monthly
      principal and interest payments since June of 2004. On May 5, 2005, the Company
      entered into a settlement agreement, effective April 15, 2005, with the holders
      of the notes. Under the terms of the settlement agreement, the notes were
      cancelled and were replaced with new notes containing the same terms and
      conditions as the old notes, except that the new notes had a beginning principal
      balance of $345,806. The Company did not make any of the required payments
      under
      the new notes. The stockholders filed suit and commenced litigation in the
      State
      of Florida and on January 16, 2006, the Company and the stockholders reached
      an
      agreement which required the immediate payment of $175,000 to the stockholders,
      and a subsequent payment of $125,000 on February 15, 2006, subject to a personal
      guarantee by David Levy, President of the Company and Donna Levy, his wife,
      as a
      complete settlement of the Distribution Agreement and dispute. On February
      15,
      2006, the Company paid the settlement amount in full ,
      plus an
      additional $10,000 as consideration for the delayed payment .
      The
      stockholders withdrew their suit in connection with the settlement
      agreement.





11


During
      the first three months of 2006, the Company received loans in the aggregate
      amount of $326,800 from three stockholders of the Company, who are related
      parties, of which $76,000 was repaid as of March 31, 2006, leaving an amount
      outstanding as of March 31, 2006 of $250,800. The loans, which are considered
      working capital advances, pay interest at 10% and are due when subsequent
      financing occurs.





**4.
      STOCKHOLDERS’ EQUITY**





During
      the first three months of 2006, the Company issued 135,419 shares of common
      stock to various service providers and consultants in exchange for services
      performed. These services were valued at $209,899 and this amount was charged
      to
      operating expenses during the period. The Company also issued 5,000 shares
      of
      common stock to its directors during the first three months of 2006 and recorded
      compensation expense of $7,750.





In
      addition, the Company issued 1,100,000 shares of common stock pursuant to
      charter affiliation agreements. The charter affiliation agreements provide
      distribution services to air the Tube in certain markets, for five years, which
      were valued at fair market price and resulted in $2,410,000 being recorded
      as an
      intangible asset. Additionally, the Company issued warrants to purchase
      1,350,000 shares of common stock of the Company, in connection with the charter
      affiliation agreements, which were valued at the day of the agreement by using
      the Black-Scholes pricing model with the following weighted average assumptions:
      no dividend yield, expected volatility of 50%, risk free interest rate of 4.5%
      and an expected life of ten years. The aggregate value of the warrants was
      $1,435,530 and the charter affiliation agreements were recorded as an intangible
      asset. (See Note 5)





During
      the first three months of 2006, the Company issued 5,711 shares of its common
      stock for payment of interest in the amount of $11,422, which was accrued in
      2005.





**5.
      AFFILIATION AGREEMENTS**




On
      March
      6, 2006, The Tube, entered into a charter affiliation agreement, with the
      Tribune Broadcasting Company (“Tribune”). The charter affiliation agreement
      provides that Tribune will have the exclusive right and obligation to transmit
      The Tube’s music network via broadcast television from Tribune’s existing and
      acquired stations in the designated markets specified in the charter affiliation
      agreement.




The
      charter affiliation agreement provides the terms and conditions of broadcasting,
      as well as the obligations of each of the parties. Pursuant to the terms of
      the
      charter affiliation agreement, The Tube will pay a portion of its advertising
      revenue and a portion of the revenue that it receives from the sale of products
      on The Tube’s music network to Tribune as compensation, and other compensation
      as described in the Tribune Letter Agreement (as defined below).




The
      charter affiliation agreement has an initial term that commences on the
      effective date of the charter affiliation agreement and expires on March 31,
      2011. The initial term automatically renews for an additional four years if
      Tribune fails to notify The Tube of its desire to terminate the charter
      affiliation agreement at least six months prior to the scheduled expiration
      date. Tribune may terminate the charter affiliation agreement upon at least
      45
      days prior written notice to The Tube if The Tube’s music network is being
      distributed to less than a specified percentage of television households or
      cable households. In connection with the charter affiliation agreement, the
      parties also entered into a letter agreement, dated March 6, 2006 (the “Tribune
      Letter Agreement”), pursuant to which the Company agreed to issue to Tribune (i)
      within 10 days after the execution of the charter affiliation agreement, a
      common stock purchase warrant to purchase shares of the Company’s common stock,
      par value $0.0001 per share (the “common stock”), at an exercise price of $2.25
      per share, and shares of common stock; (ii) upon Tribune’s transmission of The
      Tube’s music network to television stations in markets that represent 75% of all
      television households in the markets where Tribune owns and/or operates
      broadcast television stations, a common stock purchase warrant to purchase
      shares of common stock at an exercise price of $2.50 per share; and (iii) a
      specified number of shares of common stock for each 11,000,000 television
      households (or pro rata if less than 11,000,000) that first receive The Tube’s
      music network as a result of a launch of The Tube’s music network on a Tribune
      television station; provided, however, that television households that receive
      The Tube’s music network in markets with less than 100,000 television households
      will not be included in the calculation of television households. The Company
      granted “piggyback” registration rights with respect to all of the securities to
      be issued under the Tribune Letter Agreement. Each common stock purchase warrant
      entitles its holder to purchase one share of common stock for either $2.25
      or
      $2.50 per share, subject to adjustments for stock splits, reverse splits and
      stock dividends. In addition, if the Company issues or sells shares of common
      stock in certain subsequent issuances for a price per share that is less than
      the applicable exercise price of the common stock purchase warrant, the exercise
      price will be reduced. The exercise price of the common stock purchase warrants
      will also be adjusted if the Company issues, sells or grants options, warrants
      or other securities or rights to subscribe to or exercisable for common stock
      in
      an issuance not specifically exempt by the terms of the common stock purchase
      warrants. The common stock purchase warrants may be exercised at any time prior
      to the earlier of the tenth anniversary of the issuance of the common stock
      purchase warrant or the termination or expiration of the charter affiliation
      agreement.




12


Pursuant
      to the terms of the Tribune Letter Agreement, The Tube agreed that if, in
      relation to any third party that owns or operates broadcast television stations
      and distributes The Tube’s music network, The Tube or the Company provide to
      such third party (i) a greater percentage of the advertising revenue or revenue
      that it receives from the sale of products on The Tube’s music network than that
      provided to Tribune or (ii) equity securities at a ratio more favorable than
      that provided to Tribune for each 11,000,000 television households, The Tube
      will offer such greater percentage or more favorable ratio to Tribune. If the
      granting of such greater percentage or more favorable ratio requires such third
      party to perform any material obligation not being performed by Tribune, then
      Tribune must perform such material obligation in order to receive the greater
      percentage or more favorable ratio.




The
      Tribune Letter Agreement grants Tribune the right to attend all meetings of
      the
      board of directors and committees of the board of directors of the Company
      and
      The Tube, and to receive any information given to the members of the board
      of
      directors of the Company and The Tube. The Company also agreed not to issue
      any
      equity in The Tube (or securities convertible into or exchangeable for equity
      in
      the Tube) during the term of the charter affiliation agreement.




On
      March
      22, 2006, The Tube also entered into a charter affiliation agreement with
      Sinclair television Group, Inc. (“Sinclair”). The charter affiliation agreement
      provides that Sinclair will have the exclusive right and obligation to transmit
      The Tube’s music network from Sinclair’s existing and acquired stations in the
      designated markets specified in the affiliation agreement.




The
      affiliation agreement provides the terms and conditions of broadcasting, as
      well
      as the obligations of each of the parties.




Pursuant
      to the terms of the affiliation agreement, The Tube will pay a portion of its
      advertising revenue and a portion of the revenue that it receives from the
      sale
      of products on The Tube’s music network to Sinclair as compensation, and other
      compensation as described in the Sinclair Letter Agreement (as defined below).
      The affiliation agreement has an initial term of five years that commences
      on
      the earlier of (i) the date on which The Tube’s music network is initially
      transmitted by Sinclair’s first station; or (ii) March 31, 2006. Sinclair may
      renew the affiliation agreement for two successive terms of five years each
      upon
      written notice to The Tube no later than 120 days prior to the expiration of
      the
      initial term or the first renewal term, as applicable. Sinclair may terminate
      the affiliation agreement as of March 31, 2007 with no liability upon written
      notice to The Tube no later than December 31, 2006. If at least 60 days prior
      to
      the end of the fourth year of the initial term, The Tube notifies Sinclair
      that
      it does not intend to pay the compensation specified in the Sinclair Letter
      Agreement (as defined below), Sinclair may terminate the affiliation agreement
      upon at least 45 days prior written notice to The Tube.




In
      connection with the affiliation agreement, the parties also entered into a
      letter agreement, dated March 22, 2006 (the “Sinclair Letter Agreement”),
      pursuant to which the Company agreed to issue to Sinclair (i) within 20 days
      after the execution of the affiliation agreement, a common stock purchase
      warrant to purchase shares of the common stock, at an exercise price of $2.25
      per share, and shares of common stock; (ii) upon Sinclair’s transmission of The
      Tube’s music network to television stations in markets that represent 50% of the
      designated markets where Sinclair owns and/or operates broadcast television
      stations, shares of common stock; and (iii) on or after April 1, 2007 and upon
      Sinclair’s transmission of The Tube’s music network to television stations in
      markets that represent 75% of the designated markets where Sinclair owns and/or
      operates broadcast television stations, a common stock purchase warrant to
      purchase shares of common stock at an exercise price of $2.50 per share and
      shares of common stock.




13


Each
      common stock purchase warrant entitles its holder to purchase one share of
      Common stock for either $2.25 or $2.50 per share, subject to adjustments for
      stock splits, reverse splits, stock dividends, reorganizations, consolidations
      and mergers. The common stock purchase warrants may be exercised at any time
      prior to the earlier of the tenth anniversary of the issuance of the common
      stock purchase warrant.




Pursuant
      to the terms of the Sinclair Letter Agreement, The Tube agreed that the Company
      may issue shares of common stock (i) as payment for services when the aggregate
      amount of all such issuances does not exceed 10% of the total number of shares
      of common stock outstanding as of the date of such issuance and so long as
      each
      share is issued at fair market value; (ii) to other distributors of The Tube’s
      music network when the aggregate amount of all such issuances does not exceed
      a
      specified number of shares of common stock; (iii) to satisfy existing
      obligations of the Company to issue equity, which obligations are specified
      in
      the Sinclair Letter Agreement; (iv) pursuant to the Company’s 2004 Stock Option
      and Stock Incentive Plan or any other equity incentive plan approved by the
      Company’s stockholders; provided, that the maximum number of shares issuable
      under such plans does not exceed 10% of the total number of shares of common
      stock outstanding as of the date such plan is approved by the Company’s
      stockholders; and (v) in connection with a purchase, merger or consolidation
      where the Company is the surviving corporation or an acquisition of the assets
      of a third party by the Company.




The
      Sinclair Letter Agreement provides Sinclair with a seat on the board of
      directors of The Tube, which shall be composed of no less than three and no
      more
      than ten members.




**6.
      CONTINGENCIES**





On
      October 13, 2004, The Tube received notification from a television channel
      featuring music related programming that the circle logo used by The Tube is
      "confusingly similar" to the circle logo used by that television channel,
      supporting claims of trademark infringement and unfair competition. On November
      3, 2004, the Company responded to the October 13, letter stating it does not
      believe the logos are confusingly similar or that any trademark infringement
      has
      occurred. The Company has not received a response to its November 3, 2004
      letter. The Company intends to vigorously defend any challenge to its use of
      its
      logo.





In
      an
      action initiated by Michael Jay Solomon (“Solomon”) against the Company for
      breach of contract, Solomon asserts that the Company failed to pay him
      approximately $100,000 in connection with his resignation from the Company,
      $50,000 of which was alleged an agreed upon sum plus $50,000 for asserted
      reimbursements. The Company is aggressively defending this action. The parties
      have begun the discovery stage of the action wherein each party will seek
      documents and other evidence from the other to support their positions.





An
      action
      was initiated by Lalah Hathaway against MB Recordings, Inc. d/b/a Mesa Blue
      Moon
      naming the Company as a defendant in the action as a result of an alleged
      agreement between MB Recordings and AGU Music, for which Hathaway asserts AGU
      Music is liable for her damages caused by MB Recordings. This action is still
      in
      the pleading stage and AGU Music has not yet been required to file a response
      to
      the action.





MB
      Recording, Inc. has also filed a cross-claim against AGU Music and the Company
      in connection with an alleged agreement between the Company and MB Recordings.
      AGU Music has not been served with the cross-complaint and AGU Music has not
      been required to file a response to said cross-complaint.





On
      May 5,
      2005, the Company entered into a settlement agreement, effective April 15,
      2005,
      with the holders of the ARK 21 Notes, who are significant stockholders of the
      Company. Under the terms of the settlement agreement, the ARK 21 notes were
      cancelled and were replaced with new notes containing the same terms and
      conditions as the old notes, except that the new notes had a beginning principal
      balance of $345,806. The Company did not make any of the required payments
      under
      the new notes. The stockholders filed suit and commenced litigation in the
      State
      of Florida and on January 16, 2006. The Company and the stockholders reached
      an
      agreement, which required the immediate payment of $175,000 to the stockholders,
      and a subsequent payment of $125,000. On February 15, 2006, the Company paid
      the
      settlement amount in full, plus an additional $10,000 as consideration for
      the
      delayed payment. The stockholders withdrew their suit in connection with the
      settlement agreement.





During
      2004 and 2005, we did not remit our payroll taxes timely due to liquidity
      issues. We have recorded a liability for the 2004 unpaid payroll taxes in the
      amount of $45,147 and the expected interest and penalties for 2004 in the amount
      of $30,442. In 2005 all of the payroll taxes have been paid with the exception
      of $157,936.  We have recorded this amount as a liability in 2005, and an
      estimate of the expected interest and penalties in respect of the late taxes
      for
      2005, in the amount of $152,731.  We believe the amounts reserved are
      adequate in all material respects.





14


The
      Company paid its payroll taxes for the first quarter of 2006 late, and has
      recorded $36,716 as an estimate of the expected interest and penalties in
      respect of the late taxes for 2006.




The
      Company is subject to claims and legal actions that arise in the ordinary course
      of its business. The Company believes that the ultimate liability, if any,
      with
      respect to these claims and legal actions, will not have a material effect
      on
      the financial position or results of operations of the Company.





**7.
      SEGMENT REPORTING**





The
      Company has two reportable operating segments: The Tube Music Network (“The
      Tube”) and AGU Music. The Tube airs traditional music videos and live concerts
      of contemporary music material that is derived from archived video and music
      collection libraries. When fully operational, the Company expects that The
      Tube,
      which has not generated revenues to date, will generate revenues by selling
      advertising time and through direct sales of music related to the content
      broadcasted on the network. AGU Music is a record company engaged in the release
      of recorded music materials acquired through artist signings and acquisitions.
      The accounting policies of each segment are the same as those described in
      the
      summary of significant accounting policies (see Note 1). Each segment is
      separately managed and is evaluated by the Company’s management for the purpose
      of allocating the Company’s resources. The Company also has a corporate
      headquarters function which does not meet the criteria of a reportable operating
      segment. Interest expense and corporate expenses are not allocated to the
      operating segments.




The
      table
      below presents information about reportable segments for the three months ended
      March 31, 2006 and 2005.


**Three
                  Months****March
                  31, 2006**
              
              **March
                  31, 2005****Revenues**AGU
                  Music
              
              $
              -
              
              $
              105,927Discontinued
                  operations
              
              
              -
              
              
              44,576Consolidated
                  revenues
              
              $
              -
              
              $
              150,503**Operating
                  loss**AGU
                  Music
              
              
              (32,898
              )
              
              18,760The
                  Tube
              
              
              (889,844
              )
              
              (811,242
              )Segment
                  loss
              
              
              (922,742
              )
              
              (792,482
              )Corporate
              
              
              (1,008,354
              )
              
              (1,980,948
              )Discontinued
                  operations
              
              
              (2,633
              )
              
              (21,555
              )Consolidated
                  operating loss
              
              $
              (1,933,729
              )
              $
              (2,794,985
              )


The
      table
      below reconciles the measurement of segment profit shown in the previous table
      to the Company’s consolidated income before taxes:


**Three
                  Months****March
                  31, 2006**
              
              **March
                  31, 2005**Total
                  segment loss
              
              $
              (922,742
              )
              $
              (792,482
              )Operating
                  loss - corporate
              
              
              (1,008,354
              )
              
              (1,980,948
              )Loss
                  from discontinued operations
              
              
              (2,633
              )
              
              (21,555
              )Other
                  income
              
              
              10,506
              
              
              -Interest
                  expense
              
              
              (653,596
              )
              
              (1,449,767
              )Loss
                  before income tax
              
              $
              (2,576,819
              )
              $
              (4,244,752
              )




15




**8.
      RELATED PARTY TRANSACTIONS**





During
      the first three months of 2006, the Company received loans in the aggregate
      amount of $326,800 from three stockholders of the Company, who are related
      parties, of which $76,000 was repaid as of March 31, 2006, leaving an amount
      outstanding as of March 31, 2006 of $250,800 (see Note 3). The loans, which
      are
      considered working capital advances, pay interest at 10% and are due when
      subsequent financing occurs.





On
      May 5,
      2005, the Company entered into a settlement agreement, effective April 15,
      2005,
      with the holders of the ARK 21 Notes, who are significant stockholders of the
      Company. Under the terms of the settlement agreement, the ARK 21 notes were
      cancelled and were replaced with new notes containing the same terms and
      conditions as the old notes, except that the new notes had a beginning principal
      balance of $345,806; the Company did not make any of the required payments
      under
      the new notes. The stockholders filed suit and commenced litigation in the
      State
      of Florida and on January 16, 2006, the Company and the stockholders reached
      an
      agreement, which required the immediate payment of $175,000 to the stockholders,
      and a subsequent payment of $125,000. On February 15, 2006, the Company paid
      the
      settlement amount in full, plus an additional $10,000 as consideration for
      the
      delayed payment.




For
      the
      period from January 1, 2006 through March 31, 2006, the Company received various
      services totaling $4,000 from an affiliate. At March 31, 2006 approximately
      $4,000 was unpaid and accrued.





Accounts
      payable to related parties at March 31, 2006, totaled approximately $75,725.
      Included in this amount was $5,000 in director’s fees payable to a certain
      director.





The
      Company has an employment agreement with Les Garland, dated July 2003 and
      amended as of March 1, 2006. Mr. Garland serves as Chief Executive Officer
      of
      The Tube. Under the agreement, Mr. Garland is entitled to receive an annual
      salary of $350,000 of which amount was increased to $450,000 by the board of
      directors of the Company effective July 1, 2005. Under the agreement, Mr.
      Garland is also entitled to a $50,000 bonus in 2006, bonuses based on the
      advertising revenue of the Tube and the Company and performance bonuses based
      on
      the profits earned by The Tube. Effective January 1, 2007 and January 1, 2008,
      Mr. Garland is entitled to receive an annual salary of $550,000 and $650,000,
      respectively. If Mr. Garland is terminated without cause or resigns for good
      reasons, the Company must pay him monthly installments during the severance
      period in an amount equal to one-twelfth of his base salary. If the Company
      undergoes a change of control, the Company must pay Mr. Garland a fee equal
      to
      3% of the aggregate market value of the business combination, with a minimum
      of
      $3 million and a maximum of $10 million. If Mr. Garland introduces the
      transaction to the Company, there is no maximum.





**9.
      GOING CONCERN**





The
      accompanying condensed 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 $5.3 million and an accumulated deficit of
      approximately $23.5 million at March 31, 2006, as well as a net loss of
      approximately $2.6 million for the three months ended March 31, 2006, 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 the Company’s television network and recorded music
      business.





These
      financial statements do not include any adjustments that might result from
      the
      outcome of this uncertainty. If the Company is unsuccessful in obtaining the
      additional capital necessary to fund its operations, it may be forced to
      downsize certain operations, restructure its current debt obligations on terms
      less favorable to the Company than the existing obligations or sell some of
      its
      assets. It may also need to seek protection under the federal bankruptcy laws
      or
      be forced into bankruptcy by its creditors. There can be no assurance the
      Company will be successful in its efforts to raise additional financing.





**10.
      SUBSEQUENT EVENTS**




During
      2005, the Company received loans in the aggregate amount of approximately $1.5
      million from, David Levy and DML Marketing, of which $679,025 were repaid as
      of
      December 31, 2005, leaving an amount outstanding as of December 31, 2005 of
      $780,803. On April 3, 2006, the Company repaid a promissory note dated December
      9, 2005 to DML Marketing, in the amount of $108,378. The loans, which are
      considered working capital advances, generally pay interest at 10% and are
      due
      upon additional equity transactions. The Company has also issued warrants to
      purchase up to 800,000 shares of common stock to DML Marketing at $1.50 per
      share. On April 3, 2006, the warrants were amended to change the exercise price
      per share to $2.00.





16


The
      Company also received promissory notes from, Dr. Robert A. Kast and his family
      during 2005 in the aggregate amount of $700,000, including the extension of
      a
      $150,000 promissory note, which was originally issued in 2004. As of December
      31, 2005, $375,000 was unpaid and in default. The $150,000 promissory note
      originally paid interest at 8% interest, which was increased to 10% until its
      repayment in 2005. The $700,000 promissory notes pay interest at 6% and were
      due
      at various dates in 2005. On April 12, 2006, the due date of the remaining
      $375,000 promissory notes was extended until such time as the Company raises
      an
      additional $2 million of equity or equity related securities in addition to
      the
      $2.45 million raised on April 21, 2006. The Company has also issued warrants
      to
      purchase up to 3,128,575 shares of common stock to Dr. Robert A. Kast.




On
      April
      21, 2006, the Company completed a private placement (the “Private Placement”) of
      $2.45 million of securities to accredited investors (the “Investors”). In
      connection with the Private Placement, the Company and the Investors entered
      into a purchase agreement (the “Purchase Agreement”) and a registration rights
      agreement (the “Registration Rights Agreement”), each of which is dated as of
      April 21, 2006. Pursuant to the terms of the Purchase Agreement, the Company
      sold 7% secured convertible notes in the aggregate principal amount of $2.45
      million (the “7% Notes”) and issued common stock purchase warrants to purchase
      an aggregate of 1,088,889 shares of the common stock at an exercise price of
      $2.25 per share (the “Warrants”) to the Investors.




Pursuant
      to the terms of the 7% Notes, the Company is required to make equal monthly
      payments of principal commencing on November 21, 2006 and continuing, on the
      first business day of each month, until the aggregate principal amount has
      been
      paid in full. Interest on the 7% Notes accrues quarterly and is payable on
      the
      last day of March, June, September and December of each year, commencing on
      September 30, 2006. At the option of the Company and subject to certain
      conditions, principal and interest payments due under the 7% Notes may be paid
      in cash or shares of common stock.




The
      7%
      Notes are convertible in shares of common stock at a conversion price of $2.25
      per share, subject to adjustments for stock splits, stock dividends, mergers
      and
      reorganizations. In addition, if the Company issues or sells any shares of
      common stock for a price per share that is less than the applicable conversion
      price of the 7% Notes, the conversion price of the 7% Notes will be reduced.
      The
      conversion price of the 7% Notes will also be adjusted if the Company issues,
      sells or grants any stock or other securities convertible into or exchangeable
      for common stock in an issuance that is not specifically exempt by the terms
      of
      the 7% Notes. The number of shares that may be acquired by any holder of the
      7%
      Notes upon any conversion of the 7% Notes or issuance of shares of common stock
      as principal or interest payments shall be limited to the extent to insure
      that
      the total number of shares of common stock beneficially owned by any holder
      does
      not exceed 4.99% of the total number of issued and outstanding shares of common
      stock.




Upon
      the
      occurrence of an event of default, the 7% Notes will bear interest at the rate
      of 12% per annum and all unpaid principal and interest accrued under the 7%
      Notes shall become (1) immediately due and payable upon the election of the
      holder, with respect to the events in (i) through (iv) and (vi) through (vii)
      below; and (2) automatically due and payable, with respect to the event in
      (v)
      below. An event of default under the 7% Notes occurs upon (i) the Company’s
      failure to timely pay principal due under the 7% Notes; (ii) the Company’s
      failure to timely pay interest due under the 7% Notes and such failure continues
      for more than five days; (iii) the Company and its subsidiaries failure to
      make
      a required payment or payments of indebtedness of $500,000 or more in aggregate
      principal amount and such failure continues for more than 20 days; (iv) an
      acceleration of the stated maturity date of any indebtedness of the Company
      or
      its subsidiaries of $500,000 or more in aggregate principal amount, which
      acceleration in not rescinded within 20 days; (v) the Company’s assignment for
      the benefit of creditors or admission in writing of its inability to pay its
      debts generally as they become due, or the voluntary or involuntary bankruptcy
      of the Company; (vi) the rendering of a final judgment that exceeds $500,000
      in
      the aggregate against the Company or its subsidiaries, which is not discharged
      within 60 days; (vii) proof that any representation of material fact made in
      any
      of the transaction documents or furnished to the holder by the Company was
      false
      in any material respect; and (viii) the Company’s failure to observe or perform
      in any material respect certain covenants in the transaction
      documents.




The
      7%
      Notes are secured by shares of common stock pledged by David Levy, President
      of
      the Company, pursuant to the terms of a stock pledge agreement.




The
      Warrants may be exercised for common stock on or before April 21, 2011. The
      Warrants are exercisable for shares of common stock at an exercise price of
      $2.25 per share, subject to adjustments for stock splits, stock dividends,
      mergers and reorganizations, or through a “cashless exercise” provision
      contained in the Warrants. In addition, if the Company issues or sells any
      shares of common stock for a price per share that is less than the applicable
      exercise price of the Warrants, the exercise price of the Warrants will be
      reduced. The exercise price of the Warrants will also be adjusted if the Company
      issues, sells or grants any stock or other securities convertible into or
      exchangeable for common stock in an issuance that is not specifically exempt
      by
      the terms of the Warrants.




17


Under
      the
      Registration Rights Agreement, on or prior to the 60 th calendar
      day after the closing of the Private Placement, the Company is obligated to
      file
      with the Securities and Exchange Commission (the “SEC”) a registration statement
      covering the resale of the registrable securities, which includes (i) 150%
      of
      the shares of common stock issuable upon the conversion of the 7% Notes; (ii)
      150% of the shares of common stock issuable as payment of interest on the 7%
      Notes; (iii) 150% of the shares of common stock issuable upon the exercise
      of
      the Warrants. The Company will use reasonable efforts to cause the registration
      statement to be declared effective by the SEC the earlier of (i) the
      120 th day
      following the closing of the Private Placement and (ii) the fifth trading day
      following the date on which the Company is notified by the SEC that the
      registration statement will not be reviewed or is no longer subject to further
      review. The Company is also obligated to use commercially reasonable efforts
      to
      keep such registration statement continuously effective until all registrable
      securities covered by such registration statement have been sold or may be
      sold
      pursuant to Rule 144(k) under the Securities Act of 1933, as amended. If (i)
      the
      registration statement is not filed by the required filing date; (ii) the
      registration statement is not declared effective by the SEC by the required
      effectiveness date; or (iii) after its effective date, the registration
      statement ceases for any reason to be effective or available to holders of
      all
      registrable securities for more than 20 consecutive trading days or an aggregate
      of 50 trading days (each, an “Event”), then (i) on the date of such Event, the
      Company shall pay each holder an amount in cash equal to 1.0% of the aggregate
      subscription amount paid by such holder in the Private Placement; and (ii)
      on
      each monthly anniversary of such an Event, until the Event is cured, the Company
      shall pay each holder an amount in cash equal to 1.0% of the aggregate
      subscription amount paid by such holder in the Private Placement. If the Company
      fails to pay any damages pursuant to an Event in full within ten days after
      its
      due date, the Company will pay interest thereon equal to 10% per annum. The
      maximum amount payable to any holder shall not exceed 12% of the aggregate
      subscription amount paid by such holder in the Private Placement.




The
      Company has used a portion of the proceeds from the Private Placement to repay
      the Bridge Loan obtained by the Company on March 31, 2006.




In
      connection with advances of working capital to the Company, the Company issued
      in 2005 promissory notes to a stockholder in the amount of $532,818; $350,000
      of
      which was repaid in the same period. The remaining $182,818 was repaid on April
      27, 2006, plus accrued interest of $19,218, plus $37,534 of interest payable
      on
      the Note issued on September 15, 2004 to the Galt Financial
      Corporation.





18


**Item
      2.**





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





**Overview**





We
      were
      initially known as Lexington Barron Technologies, Inc. and were incorporated
      in
      the State of Colorado on August 23, 2000 for the purpose of addressing the
      specific needs of small businesses and start-up organizations by providing
      a
      broad range of consulting and advisory services, ranging from market research
      and analysis to business plan and systems development to financial consulting.
      In early 2004, our former management determined that their business model was
      not progressing and that we should either merge with or acquire an operating
      company with an operating history and assets.





Effective
      April 1, 2004, we completed a share exchange agreement with Pyramid Music Corp.,
      a Florida corporation (“PMC”). Under the terms of the Share Exchange Agreement,
      we acquired 100% of the outstanding common stock of PMC in exchange for
      16,922,464 shares of our common stock. On March 26, 2004, in anticipation of
      the
      completion of the share exchange, we changed our name to AGU Entertainment
      Corp.
      Upon completion of this transaction, the former shareholders of PMC owned,
      on a
      fully diluted basis, approximately eighty percent of the outstanding common
      stock of AGU Entertainment Corp. as of April 1, 2004, resulting in a change
      in
      control. The transaction was accounted for as a reverse merger and
      recapitalization whereby PMC, which became a wholly owned subsidiary of AGU
      Entertainment Corp., is deemed to be the acquirer for accounting purposes.
      In
      addition, we had no identifiable assets and liabilities as of April 1, 2004.
      As
      a result, PMC is deemed to be the surviving accounting and reporting entity,
      and
      all of the historical financial information presented in this Form 10-KSB,
      including the consolidated financial statements and this Management’s Discussion
      and Analysis or Plan of Operations, reflect the assets, liabilities, results
      of
      operations and cash flows of PMC and its subsidiaries, The Tube Music Network,
      Inc., a Florida corporation (“The Tube”), and Pyramid Records International,
      inc., a Florida corporation (“PRI”).




As
      a
      result of the share exchange, AGU became the parent company of PMC, which was
      a
      development stage company with an inception date of May 20, 2003 with two
      wholly-owned operating subsidiaries that are engaged in the following services:
      (i) the formation and operation of a television network, The Tube Music Network,
      Inc., (“The Tube”) that airs 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”). PMC was dissolved in July
      of 2004 and at that time The Tube and PRI became wholly-owned subsidiaries
      of
      AGU Entertainment Corp. In February 2005, PRI officially changed its name to
      AGU
      Music, Inc. (“AGU Music”).





The
      Tube
      is a 24-hour per day broadcast digital television network that delivers high
      quality music video, audio, and e-commerce to digital viewers nationally. Its
      national launch is expected to take place by the third quarter of 2006. The
      Tube
      can currently be seen in a limited number of households in various parts of
      the
      United States.





In
      the
      late 1990’s, broadcasters throughout the country were granted portions of the
      airwaves at no cost with the understanding that they would provide free digital
      signals as part of the U.S. government’s desire for high definition television.
      However, due to improvements in digital signal compression, the bandwidth
      required to broadcast digital television was substantially reduced, leaving
      broadcasters with excess bandwidth to use at their discretion. As a result,
      there are currently a number of media companies that have the ability to offer
      a
      digital quality picture over the air directly to consumers and indirectly
      through the cable and satellite operators’ digital box using surplus bandwidth
      from local broadcasters. These media outlets can offer additional channels
      to
      broadcast local news, sports, weather or other specialty services like The
      Tube.
      This new broadcasting concept is referred to as “multicasting.” In April of
      2005, we signed an agreement with Raycom Media, Inc. ("Raycom"), which will
      enable consumers in all of the markets served by Raycom to receive The Tube
      with
      digital cable service or with television sets that are enabled with digital
      tuners. Raycom owns and operates 39 television stations in 20 states, which
      cover over 10% of United States television households. In March, 2006, we
      entered into charter affiliation agreements with two other broadcasters with
      multicasting capabilities; Tribune Broadcasting Company and Sinclair Television
      Group. The combined agreements will put The Tube music network in 9 of the
      top
      10 and 71 of the top 100 market areas in the United States by the end of 2006.
      We also expect that The Tube will earn revenues through advertising sales and
      through e-commerce with respect to music and related products that will be
      seen
      by consumers on The Tube.




19


The
      Company's business plan has The Tube delivering free-to-the-consumer; advertiser
      supported music video programming 24 hours per day, seven days a week. The
      Company anticipates that it will be in approximately 23 million homes by the
      end
      of 2006. The Tube will be the only all-music multicast network on television
      and
      will not air any game shows, awards shows, reality shows or news shows. In
      addition to revenue generated from national advertising, it is intended that
      The
      Tube will also have a local component offering radio tie-ins, local marketing,
      promotions and local advertising. In addition, The Tube will feature a direct
      e-commerce component that will enable the audience to purchase the music they
      see and hear immediately by telephone or online.




The
      Company anticipates that The Tube will be the first music network to be
      distributed using the digital, over-the-air signal of broadcast television
      stations and will achieve its national distribution targets by creating revenue
      opportunities for broadcasters that carry The Tube. The Company expects to
      launch The Tube beginning in the second quarter of 2006, and a much broader
      launch in the third quarter of 2006, with a national media campaign utilizing
      marketing, promotions and public relations to reach every relevant audience
      for
      the network. The campaign will be designed to heighten awareness of the network,
      stimulate demand for it across the country and cultivate its image as the only
      network that delivers quality music and entertainment content.




The
      Company believes that it will be able to generate advertising and e-commerce
      revenues from The Tube music network, however, its revenue model is new and
      evolving, and it cannot be certain that it will be successful. The potential
      profitability of The Tube’s business model is unproven and there can be no
      assurance that it can achieve profitable operations. The Company’s ability to
      generate revenues depends, among other things, on its ability to launch its
      television network and sustain advertising and e-commerce revenues.




AGU
      Music
      was formed to produce both studio albums and DVD concerts. It entered into
      several agreements for distribution and released three albums to the public
      in
      2004. Our ability to produce new albums and DVD concerts in 2006 will be
      dependent on the amount of working capital available to us (see Liquidity and
      Capital Resources) for the required marketing, promotional and other operating
      expenses necessary to produce recorded music projects. We did not produce any
      new albums and DVD concerts in 2005 due to the limited availability of working
      capital.




**Results
      of Operations for the Three Months ended March 31, 2006 and
      2005**





We
      have
      recorded no revenues for the three months ended March 31, 2006 compared the
      $105,927 in net revenues for the three months ended March 31, 2005. During
      the
      first fiscal quarter of 2005, the Company generated revenue primarily from
      its
      record label subsidiary. During the first fiscal quarter of 2006, the Company
      did not generate any revenue from its record label subsidiary or music network
      subsidiary.





Operating
      expenses from continuing operations were $1,931,096 and $2,856,618 in the three
      months ended March 31, 2006 and 2005, respectively, the majority of which was
      general and administrative expenses. General and administrative expenses were
      $1,121,256 for the three months ended March 31, 2006, compared with $2,446,288
      for the three months ended March 31, 2005. The decrease reflects reductions
      in
      payroll and payroll taxes, consulting and production and planning expenses
      in
      both the record label subsidiary, the music network subsidiary and our corporate
      offices. Legal and professional expenses were $216,684 and $272,233,
      respectively, for the three months ended March 31, 2006, , compared with
      $159,701 and $113,970, respectively, for the three months ended March 31, 2005.
      The increase reflects increased compliance cost for SEC filings, legal costs
      in
      connection with the two charter affiliation agreements entered into during
      the
      first quarter of 2006 and auditing expenses. Thus far in 2006 our liquidity
      constraints have limited our ability to engage in marketing, promotion,
      advertising and similar expenses necessary to develop our business. We expect
      this trend to continue until such time as we can complete another substantial
      debt or equity offering.





Our
      operating loss from continuing operations for the three months ended March
      31,
      2006 was $2,574,186 compared to the operating loss of $4,223,197 reported for
      the three months ended March 31, 2005, based in part on (1) increases in
      operating expenses due to the Company’s engagement in operations and entering
      into material transactions, (2) increases in accounting and legal fees and
      other
      internal costs relating to compliance with federal and state securities laws,
      offset by a $1.1 million compensation expense in the first quarter of 2005
      to a
      director and reduced interest expense of $796,171.





Our
      operating loss from discontinued operations for the three months ended March
      31,
      2006 was $2,633 compared to the operating loss of $21,555 for the three months
      ended March 31, 2005.





Interest
      expense in the three months ended March 31, 2006 was $653,596 compared to
      $1,449,767 in 2005, and includes $537,084 for the reduction of debt discounts,
      compared with $529,003 in the three months ended March 31, 2005. Interest
      expense decreased primarily due to the level of indebtedness in the first
      quarter of 2006 compared to the first quarter of 2005.





20


We
      have
      reported a net loss for the three months ended March 31, 2006, of $2,576,819
      compared to the net loss of $4,244,752 reported for the three months ended
      March
      31, 2005.





**Liquidity
      and Capital Resources**





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 our existing stockholders.





As
      a
      company that has recently emerged from the development phase with a limited
      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 markets in which we compete, we
      anticipate operating losses until such time as we can successfully implement
      our
      business strategy, which includes the national launch of The Tube. In the three
      months ended March 31, 2006, we had no revenues to report, compared with
      $105,927 in net revenues for the three months ended March 31, 2005. We also
      reported a net loss of approximately $2.6 million for the three months ended
      March 31, 2006 compared to a net loss of $4.2 million reported for the three
      months ended March 31, 2005. Our financial condition and operating results,
      specifically a working capital deficiency of approximately $5.3 million, an
      accumulated deficit of approximately $23.5 million, and net cash used in
      operations of approximately $656,946 during the quarter, raise substantial
      doubt
      about our ability to continue to operate as a going concern. Because of losses
      incurred by us to date and our general financial condition, our independent
      registered public accounting firm inserted a going concern qualification in
      their audit report for the most recent fiscal year that raises substantial
      doubt
      about our ability to continue as a going concern.





Since
      May
      20, 2003, our inception, we have financed our operations through numerous debt
      and equity issuances. In addition to the convertible notes discussed below,
      from
      2003 through the first quarter of 2006, we issued an aggregate principal amount
      of approximately $12.2 million of promissory notes, convertible notes or
      debentures, approximately $3.3 million of which plus accrued interest, were
      subsequently converted into 1,173,540 shares of common stock of the Company
      and
      approximately $3.3 million was repaid in 2005. Approximately $1.3 million of
      the
      remaining convertible promissory notes mature in the fourth quarter of 2006
      and
      a $150,000 promissory note matured on June 30, 2005. The June 30, 2005 note
      remained unpaid as of March 31, 2006. On April 12, 2006 the due date of this
      note was extended until such time the Company raises an additional $2 million
      of
      equity or equity related securities in addition to the $2.45 million raised
      on
      April 21, 2006. Interest on the convertible and promissory notes are payable
      quarterly at a rate of 10%, other than the convertible notes issued on April
      21,
      2006. As of March 31, 2006, all accrued interest on the notes has been paid.
      While these notes are convertible into shares of our common stock at a
      conversion price between $2.00 and $3.00 per share, there can be no assurances
      that these notes will be converted prior to their becoming due. We currently
      do
      not have the financial resources to repay these promissory notes without
      additional financing.





On
      May 5,
      2005 we entered into a settlement agreement, effective April 15, 2005, with
      the
      holders of the ARK 21 Notes, who are significant stockholders of the Company.
      Under the terms of the settlement agreement, the ARK 21 notes were cancelled
      and
      were replaced with new notes containing the same terms and conditions as the
      old
      notes, except that the new notes had a beginning principal balance of $345,806.
      The Company did not make any of the required payments under the new notes.
      The
      stockholders filed suit and commenced litigation in the State of Florida and
      on
      January 16, 2006. The Company and the stockholders reached an agreement which
      required the immediate payment of $175,000 to the stockholders, and a subsequent
      payment of $125,000. On February 15, 2006 we paid the settlement amount in
      full,
      plus an additional $10,000 as consideration for the delayed
      payment.





At
      March
      31, 2006, payments required under our known contractual obligations over the
      next three years are as follows:





**2006**
              
              
              **2007**
              
              
              **2008**
              
              
              **Total**Principal
                  on notes payable
              
              
              3,674,531
              
              
              1,570,000
              
              
              510,000
              
              
              5,754,531Operating
                  leases
              
              
              14,190
              
              
              -
              
              
              -
              
              
              14,190Capital
                  leases
              
              
              1,535
              
              
              1,008
              
              
              -
              
              
              2,543Total
                  contractual obligations
              
              $
              3,690,256
              
              $
              1,571,008
              
              $
              510,000
              
              $
              5,771,264






21


On
      March
      31, 2006, we entered into agreements with two individuals (the “Lenders”),
      pursuant to which the Lenders agreed to loan an aggregate amount of $800,000
      (the “Bridge Loan”) to us. In connection with the Bridge Loan, the Company
      issued two promissory Bridge Notes (the “Bridge Notes”), in the aggregate
      principal amount of $800,000, to the Lenders, both of whom are accredited
      investors. Pursuant to the terms of the Bridge Notes, the Bridge Loan would
      accrue interest at the rate of four percent per year, and the principal and
      interest on the Bridge Notes would be due on March 31, 2007. The payments due
      under the Bridge Notes would be accelerated as follows: (i) in the event the
      Company closes a round of financing of not less than $2.0 million and not more
      than $2.49 million prior to March 31, 2007, the Company would pay each Lender
      an
      amount equal to $320,000; and (ii) in the event the Company closes a round
      of
      financing equal to or greater than $2.5 million prior to March 31, 2007, the
      Company would pay each Lender the total amount due under each Note. Upon the
      occurrence of an event of default under the Bridge Notes, (i) the entire unpaid
      balance of the principal and any interest on the Bridge Notes would bear
      interest at the rate of 12% per year; and (ii) the holders of the Bridge Notes
      may, without notice and at their option, accelerate the maturity of the Bridge
      Notes and cause the entire unpaid balance and any interest on the Bridge Notes
      to be immediately due and payable. An event of default under the Bridge Notes
      occurs upon (i) the Company’s failure to timely pay any amount due under the
      Bridge Notes; (ii) the institution of any bankruptcy, reorganization,
      insolvency, liquidation or other proceeding for relief by or against the
      Company, and if instituted against the Company, the Company consents to any
      such
      proceeding or such proceeding is not dismissed within 90 calendar days; and
      (iii) any breach by the Company of the terms of the Bridge Notes that remains
      uncured for more than five days after receipt of written notice of such breach.
      The Bridge Loan was repaid with the proceeds of the sale of securities on April
      21, 2006, as described below.





On
      April
      21, 2006, we completed a private placement (the “Private Placement”) of $2.45
      million of securities. In connection with the Private Placement, the Company
      and
      the Investors entered into a purchase agreement (the “Purchase Agreement”) dated
      as of April 21, 2006. Pursuant to the terms of the Purchase Agreement, the
      Company sold 7% secured convertible notes in the aggregate principal amount
      of
      $2.45 million (the “7% Notes”) and issued common stock purchase warrants to
      purchase an aggregate of 1,088,889 shares of the Common stock at an exercise
      price of $2.25 per share to the Investors. The proceeds of this offering will
      be
      used to repay debt and provide additional working capital that will be necessary
      to help launch The Tube during the second and third quarters of 2006. Although,
      there can be no assurances that we will be successful in raising the additional
      capital to implement our business plan.





Pursuant
      to the terms of the 7% Notes, the Company is required to make equal monthly
      payments of principal commencing on November 21, 2006 and continuing, on the
      first business day of each month, until the aggregate principal amount has
      been
      paid in full. Interest on the 7% Notes accrues quarterly and is payable on
      the
      last day of March, June, September and December of each year, commencing on
      September 30, 2006. At the option of the Company and subject to certain
      conditions, principal and interest payments due under the 7% Notes may be paid
      in cash or shares of common stock.




The
      7%
      Notes are convertible into shares of common stock at a conversion price of
      $2.25
      per share, subject to adjustments for stock splits, stock dividends, mergers
      and
      reorganizations. In addition, if the Company issues or sells any shares of
      common stock for a price per share that is less than the applicable conversion
      price of the 7% Notes, the conversion price of the 7% Notes will be reduced.
      The
      conversion price of the 7% Notes will also be adjusted if the Company issues,
      sells or grants any stock or other securities convertible into or exchangeable
      for common stock in an issuance that is not specifically exempt by the terms
      of
      the 7% Notes. The number of shares that may be acquired by any holder of the
      7%
      Notes upon any conversion of the 7% Notes or issuance of shares of common stock
      as principal or interest payments shall be limited to the extent to insure
      that
      the total number of shares of common stock beneficially owned by any holder
      does
      not exceed 4.99% of the total number of issued and outstanding shares of common
      stock.





Upon
      the
      occurrence of an event of default, the 7% Notes will bear interest at the rate
      of 12% per annum and all unpaid principal and interest accrued under the 7%
      Notes shall become (1) immediately due and payable upon the election of the
      holder, with respect to the events in (i) through (iv) and (vi) through (vii)
      below; and (2) automatically due and payable, with respect to the event in
      (v)
      below. An event of default under the 7% Notes occurs upon (i) the Company’s
      failure to timely pay principal due under the 7% Notes; (ii) the Company’s
      failure to timely pay interest due under the 7% Notes and such failure continues
      for more than five days; (iii) the Company and its subsidiaries failure to
      make
      a required payment or payments of indebtedness of $500,000 or more in aggregate
      principal amount and such failure continues for more than 20 days; (iv) an
      acceleration of the stated maturity date of any indebtedness of the Company
      or
      its subsidiaries of $500,000 or more in aggregate principal amount, which
      acceleration in not rescinded within 20 days; (v) the Company’s assignment for
      the benefit of creditors or admission in writing of its inability to pay its
      debts generally as they become due, or the voluntary or involuntary bankruptcy
      of the Company; (vi) the rendering of a final judgment that exceeds $500,000
      in
      the aggregate against the Company or its subsidiaries, which is not discharged
      within 60 days; (vii) proof that any representation of material fact made in
      any
      of the transaction documents or furnished to the holder by the Company was
      false
      in any material respect; and (viii) the Company’s failure to observe or perform
      in any material respect certain covenants in the transaction
      documents.





22


On
      April
      27, 2006, we repaid $182,818 on promissory notes payable to one of our
      stockholders and the principal of Galt Financial Services, plus $56,752 in
      interest on such notes, which included $37,534 in interest payable on the note
      issued on September 15, 2004 to the Galt Financial Corporation.





Cash
      used
      in operations for the three months ended March 31, 2006 was $656,946, which
      was
      primarily the result of our accumulated deficit of $23.5 as of March 31, 2006,
      partially offset by increases to accounts payable and accrued expenses, non
      cash
      expenses and the issuance of common stock in exchange for services. We expect
      to
      continue to generate negative cash flows from operations until such time as
      we
      can complete a substantial debt or equity offering and launch The Tube
      nationally, which we currently expect will be the third quarter of 2006. There
      can be no assurances that we will be successful in launching The Tube in this
      timeframe.





Cash
      used
      in investing activities for the three months ended March 31, 2006 amounted
      to
      $37,963 and was attributable primarily capital expenditures. Capital
      expenditures in 2006 will depend largely upon our ability to raise additional
      capital; however, our business plan currently assumes approximately $2.5 million
      of capital expenditures over the balance of fiscal 2006.





We
      received cash used in financing activities during the first three months of
      2006
      in the amount of $1.2 million which was mainly comprised of the of convertible
      notes issued as described above and the Bridge Loan discussed
      above.





During
      2004 we did not remit our payroll taxes timely due to liquidity issues and
      have
      recorded a liability for the 2004 unpaid payroll taxes in the amount of $45,147
      and the expected interest and penalties for 2004 in the amount of $30,442. 
In 2005 we did not remit our payroll taxes timely due to liquidity issues and
      recorded a liability for the unpaid taxes of $157,936 and an estimate of the
      expected interest and penalties in respect of the late taxes for 2005, in the
      amount of $152,731.  We believe the amounts reserved are adequate in all
      material respects. The Company paid its payroll taxes for the first quarter
      of
      2006 late, and has recorded a liability in the amount of $36,716 as an estimate
      of the expected interest and penalties in respect of the late taxes for
      2006.





We
      have
      experienced liquidity issues since our inception due primarily to our limited
      ability, to date, to raise adequate capital on acceptable terms. We have
      historically relied upon the issuance of promissory notes that are convertible
      into shares of our common stock to fund our operations and currently anticipate
      that we will need to continue to issue promissory notes to fund our operations
      and repay our outstanding debt for the foreseeable future .
      At
      March 31, 2006, we had $5.8 million of promissory notes and convertible notes
      outstanding. If we are unable to issue additional promissory notes or secure
      other forms of financing, we will have to evaluate alternative actions to reduce
      our operating expenses and conserve cash.





The
      Company's financial condition and operating results, specifically a working
      capital deficiency of approximately $5.3 million and an accumulated deficit
      of
      approximately $23.5 million at March 31, 2006, as well as a net loss of
      approximately $2.6 million for the three months ended March 31, 2006, raise
      substantial doubt about its ability to continue as a going concern. As a result
      of our liquidity issues, we have experienced delays in the repayment of certain
      promissory notes upon maturity and payments to vendors and others. However,
      certain holders of our promissory notes agreed in 2005 to extend the due dates
      on their promissory notes. If in the future, the holders of our promissory
      notes
      may demand repayment of principal and accrued interest instead of electing
      to
      extend the due date and if we are unable to repay our debt when due because
      of
      our liquidity issues, we may be forced to refinance these notes on terms less
      favorable to us than the existing notes, seek protection under the federal
      bankruptcy laws or be forced into an involuntary bankruptcy filing.





On
      April
      21, 2006, we completed a private placement (the “Private Placement”) of $2.45
      million of securities. In connection with the Private Placement, the Company
      and
      the Investors entered into a purchase agreement (the “Purchase Agreement”) dated
      as of April 21, 2006. Pursuant to the terms of the Purchase Agreement, the
      Company sold 7% secured convertible notes in the aggregate principal amount
      of
      $2.45 million (the “7% Notes”) and issued common stock purchase warrants to
      purchase an aggregate of 1,088,889 shares of the Common stock at an exercise
      price of $2.25 per share to the Investors. The proceeds, part of which was
      used
      to repay the Bridge Loan entered into on March 31, 2006, are being used for
      working capital and capital expenditures in connection with the national launch
      of The Tube beginning in the second and third quartet of 2006. The Company
      will,
      however, need to raise substantial additional capital to continue the national
      launch of The Tube beyond the third quarter of 2006 and provide substantial
      working capital for the development of national advertising relationships,
      increases in operating costs resulting from additional staff and office space
      until such time as the Company begins to generate revenues sufficient to fund
      ongoing operations. The Company believes that in the aggregate, it will need
      as
      much as approximately $15 million to $20 million to complete the launch of
      The
      Tube, repay debt obligations, provide capital expenditures for additional
      equipment, payment obligations under charter affiliation agreements, office
      space and systems for managing the business, and cover other operating costs
      until advertising and e-commerce revenues begin to offset our operating costs.
      There can be no assurances that the Company will be successful in raising the
      required capital to complete this portion of its business plan.




23


**Critical
      Accounting Policies and Estimates**





The
      accounting policies that we have identified as critical to our business
      operations and to an understanding of our results of operations are described
      in
      detail in our Annual Report on Form 10-KSB for the fiscal year ended December
      31, 2005. In many cases, the accounting treatment of a particular transaction
      is
      specifically dictated by accounting principles generally accepted in the United
      States of America (GAAP), with no need for management's judgment in their
      application. In other cases, preparation of our unaudited condensed consolidated
      financial statements for interim periods requires us to make estimates and
      assumptions that affect the reported amount of assets and liabilities,
      disclosure of contingent assets and liabilities at the date of the financial
      statements, and the reported amounts of revenues and expenses during the
      reporting period. There can be no assurance that the actual results will not
      differ from those estimates.





**Item
      3. CONTROLS AND PROCEDURES**





The
      Company, under the supervision and with the participation of its management,
      including its principal executive officer and principal financial officer,
      evaluated the effectiveness of the design and operation of its disclosure
      controls and procedures as defined in Rule 13a-159e) of the Securities Exchange
      Act of 1934, as amended (the “Act”) as of the end of the period covered by this
      report (the “Disclosure Controls”). Based upon the Disclosure Controls
      evaluation, the principal executive officer and principal financial officer
      have
      concluded that the Company’s disclosure controls and procedures were not
      effective in connection with preparing this Quarterly Report on Form 10-QSB
      due
      to a material weakness in the Company’s internal control over financial
      reporting, mainly its financial closing, review and analysis
      process.





In
      addition, the timeliness of the Company’s filing of this Quarterly Report on
      Form 10-QSB was adversely impacted by a multitude of factors, including, but not
      limited to, a significant financing agreement entered into in the second quarter
      of 2006, which was critical to the Company’s ability to continue as a going
      concern. The occurrence of these events consumed a substantial amount of the
      Company’s limited financial and human resources, diverting management’s
      attention from the preparation of this Quarterly Report on Form 10-QSB to other
      critical transactions.





The
      Company believes that the delays encountered in filing this report, mainly
      internal control related to the financial closing, reviewing and analysis
      process, have been addressed. In the fourth quarter of 2005 and first quarter
      of
      2006, the Company took steps to avoid the occurrence of this condition by adding
      additional qualified staff with SEC experience in the financial reporting and
      analysis area.





A
      control
      system, no matter how well conceived and operated, can provide only reasonable,
      not absolute, assurance that the objectives of the control system are met.
      Further, the design of a control system must reflect the fact that there are
      resource constraints, and the benefits of controls must be considered relative
      to their costs. Because of the inherent limitations in all control systems,
      no
      evaluation of controls can provide absolute assurance that all control issues
      and instances of fraud, if any, within the Company have been detected. Because
      of the inherent limitations in a cost-effective control system, misstatements
      due to error or fraud may occur and not be detected.





There
      has
      been no change in the Company’s internal control over financial reporting that
      occurred during the Company’s most recent fiscal quarter that has materially
      affected, or is reasonably likely to materially affect, the Company’s internal
      control over financial reporting.





24


**PART
      II. OTHER INFORMATION**





**Item
      1. LEGAL PROCEEDINGS.**





On
      May 5,
      2005, the Company entered into a settlement and mutual release agreement,
      effective as of April 15, 2005 (the “Initial Settlement Agreement”), with Ned
      Siegel, Neil Strum and Strum Brothers Investment, LLC (the "Settlement
      Parties"). The Company guaranteed the repayment of the notes AGU Music assumed
      on March 3, 2004 to repay $350,000 to Ned Siegel and Neil Strum (the “Notes”) in
      connection with the assumption of a distribution agreement. Pursuant to the
      Initial Settlement Agreement, the Notes were cancelled and replaced with new
      notes having a principal beginning balance of $345,806 (the "New Notes"). The
      Company did not make any of the required payments under the New Notes and/or
      Initial Settlement Agreement.





On
      February 1, 2006, the Company entered into a settlement and mutual release
      agreement, effective January 16, 2006 (the “Final Settlement Agreement”), with
      the Settlement Parties. Pursuant to the terms of the Final Settlement Agreement,
      the Company (i) was required to pay the Settlement Parties the sum of $175,000
      upon the execution of the Final Settlement Agreement and (ii) was required
      to
      pay the Settlement Parties the sum of $125,000 on a date no later than February
      15, 2006. As of February 22, 2006, the Company had made all of the required
      payments under the Final Settlement Agreement. In connection with the Final
      Settlement Agreement, the Settlement Parties agreed to dismiss, with prejudice,
      the litigation they filed against the Company on September 1, 2005 in the
      Superior Court of the State of California for the County of Los Angeles in
      connection with (i) the Company’s failure to make the required payments due
      under the New Notes and (ii) other disputes between the Company and Neil Strum.
      In addition, the Settlement Parties and the Company released each other from
      all
      past claims the parties have or may have against each other in connection such
      litigation. Simultaneously with the execution of the Final Settlement Agreement,
      David Levy, Chief Executive Officer of the Company, and Donna Levy, his wife,
      executed personal guaranty agreements in the amount of $125,000 in favor of
      the
      Settlement Parties. As of February 15, 2006, the Company had made all of the
      required payments under the Final Settlement Agreement, plus an additional
      $10,000 as consideration for the delayed payment. The stockholders withdrew
      their suit in connection with the settlement agreement.




On
      February 21, 2006, Federal Express Corporation filed a complaint against the
      Company, in the Circuit Court of the Seventeenth Judicial Circuit in and for
      Broward County, Florida, for breach of contract and unjust enrichment claims
      and
      is seeking the sum of $23,205.24 plus interest and costs.






On
      February 28, 2006, one of our former artists, Lalah Hathaway, filed a complaint
      against MB Recordings, Inc. d/b/a Mesa Blue Moon. AGU Music has been named
      as a
      defendant in the action as a result of an alleged agreement between MB
      Recordings and AGU Music, for which Hathaway asserts AGU Music, is liable for
      her damages caused by MB Recordings. This action is still in the pleading stage
      and AGU Music has not yet been required to file a response to the action. The
      plaintiff did not plead any specific damages to date. We are moving for a
      dismissal of the complaint.






MB
      Recordings, Inc. has also filed a cross-claim against AGU Music and the Company
      in connection with an alleged agreement between the Company and MB Recordings.
      We have not yet been served with the cross-complaint and have not yet been
      required to file a response to said cross-complaint.






The
      Company is subject to claims and legal actions that arise in the ordinary course
      of its business. The Company believes that the ultimate liability, if any,
      with
      respect to these claims and legal actions, will not have a material effect
      on
      the financial position or results of operations of the Company.





**Item
      2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS**





During
      the first three months of 2006 the Company issued convertible promissory notes
      to various accredited investors in the aggregate principal amount of $510,000.
      The $510,000 of convertible promissory notes are due on the second anniversary
      of their issuance date and are convertible into shares of the Company’s common
      stock at the option of each holder at a conversion price between $2.50 and
      $3.00
      per share. In connection with the issuance of the convertible notes, the Company
      issued to the holders an aggregate of 184,000 warrants to purchase the Company’s
      common stock at an exercise price between $2.50 and $3.00 per share. The common
      stock purchase warrants have two year terms. The Company estimated the fair
      value of each warrant at the date of grant by using the Black-Scholes pricing
      model with the following weighted average assumptions; no dividend yield,
      expected volatility of 50%, risk-free interest rate of 4.5%, and an expected
      life of from two to ten years. The aggregate value of the warrants issued in
      2006, in connection with convertible promissory notes, is $171,400 and this
      amount was recorded as a discount of the notes payable with an offset to paid
      in
      capital. Additionally, as the effective conversion price of the notes was less
      than the fair price at the date of issuance, a beneficial conversion feature
      of
      $190,840 was determined and recorded as a discount to notes payable with an
      offset to paid in capital. These discounts are being amortized over the life
      of
      the respective convertible notes. The unamortized balance of the discount for
      these notes as of March 31, 2006 was $347,147.





25


During
      the first three months of 2006, the Company issued 135,419 shares of common
      stock to various service providers and consultants in exchange for services
      performed. These services were valued at $209,899 and this amount was charged
      to
      earnings during the period. The Company also issued 5,000 shares of common
      stock
      to directors during the first three months of 2006 and recorded compensation
      expense of $7,750.





During
      the first three months of 2006, the Company issued 1,100,000 shares of common
      stock pursuant to charter affiliation agreements. The charter affiliation
      agreements provide distribution services to air the Tube in certain markets,
      for
      five years, which were valued at fair market price and resulted in $2,410,000
      being recorded as stockholder equity. Additionally, the Company issued warrants
      to purchase 1,350,000 shares of common stock of the Company, in connection
      with
      the charter affiliation agreements, which were valued at fair market price
      and
      resulted in $1,435,530 being recorded as stockholder equity.





Also
      during this period, the Company issued 5,711 shares of common stock to a debt
      holder for payment of interest expense, which was accrued in 2005, in lieu
      of
      cash.





We
      maintain that the above issuances of securities were exempt from registration
      under the Securities Act in reliance upon Section 4 (2) of the Securities Act
      and/or Regulation D promulgated thereunder as transactions by an issuer not
      involving a public offering. No underwriters or brokers were employed in these
      transactions. The securities will be deemed restricted securities for the
      purposes of the Securities Act.





See
      the
      Company’s Current Reports on Form 8-K filed with the Securities and Exchange
      Commission on April 15, 2006, April 21, 2006, and April 26, 2006.





The
      Company maintains that the issuances of these securities were exempt from
      registration under the Securities Act of 1933, as amended (the “Securities
      Act"), in reliance upon Section 4(2) of the Securities Act and/or Regulation
      D
      promulgated thereunder as transactions by an issuer not involving a public
      offering.




**Item
      3. DEFAULTS UPON SENIOR SECURITIES**





None.





**Item
      4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**





None.





**Item
      5. OTHER INFORMATION** ****





On
      April
      21, 2006, the Company received notice from the OTC Bulletin Board (“OTCBB”)
      indicating that the Company was not current in its reporting obligations because
      the Company’s Annual Report on Form 10-KSB was not timely filed. Pursuant to
      NASD Rule 6530, unless the delinquency was cured by the expiration of the grace
      period, May 22, 2006, the Company’s common stock would not have been eligible
      for quotation on the OTCBB and would have been removed effective May 24, 2006.
      The Company filed form 10-KSB on May 11, 2006, prior to the grace period
      expiration date.





In
      the
      letter, OTCBB also noted that as of April 20, 2006, notification of the
      delinquency appeared on the OTCBB Daily List and a fifth character “E” was
      appended to the Company’s ticker symbol on the first business day following the
      date that the delinquency notification appeared on the Daily list. As this
      Form
      10-KSB has been filed prior to the expiration of the grace period. The Company’s
      delinquency notification on the Daily List and the fifth character “E” appended
      to the Company’s ticker symbol was removed.





Any
      OTCBB
      issuer that is delinquent in its reporting obligations three times in a 24-month
      period and/or is actually removed from the OTCBB for failure to file two times
      in a 24-month period, in each case, is ineligible for quotation on the OTCBB
      for
      a period of one year. The Company has been delinquent one time in the past
      24-month period.





26


**Item
      6. EXHIBITS**





The
      following exhibits are incorporated by reference herein or filed herewith.
      The
      warranties, representations and covenants contained in the agreements listed
      below as exhibits should not be relied upon by buyers, sellers or holders of
      the
      Company’s securities and are not intended as warranties, representations or
      covenants to any individual or entity except as specifically set forth in the
      agreements.








**Number**
            **Title**2.1
            Share
                Exchange Agreement, dated March 15, 2004, between the shareholders
                of
                Pyramid Music Corp., Pyramid Music Corp. and Lexington Barron
                Technologies, Inc. (Incorporated by reference to the Registrants
                Form 8-K
                filed April 16, 2004, as amended)2.2
            Agreement
                and Plan of Merger, dated as of September 30, 2004, by and between
                AGU
                Entertainment Corp., a Colorado corporation, and AGU Entertainment
                Corp.,
                a Delaware corporation (incorporated herein by reference to the
                Registrant’s Form 10-QSB filed November 12, 2004)3.1
            Amended
                and Restated Certificate of Incorporation of The Tube Media Corp.,
                a
                Delaware corporation (incorporated herein by reference to the Registrant’s
                Form 8-K filed March 2, 2006)3.2
            Bylaws
                as amended, of The Tube Media Corp., a Delaware corporation (incorporated
                herein by reference to the Registrant’s Form 8-K filed March 2,
                2006)3.3
            Specimen
                certificate of the common stock of The Tube Media Corp. (incorporated
                herein by reference to the Registrant’s Form 10-KSB for the year ended
                December 31, 2005)4.1
            Convertible
                Promissory Note dated September 13, 2004, made by AGU Entertainment
                Corp.
                in favor of Galt Financial Corp. (incorporated herein by reference
                to the
                Registrant’s Form 8-K filed September 20, 2004)4.2
            Warrant
                to subscribe for 500,000 shares of common stock of AGU Entertainment
                Corp.
                issued to Galt Financial Corporation (incorporated herein by reference
                to
                the Registrant’s Form 8-K filed September 20, 2004)4.3
            Secured
                Convertible Term Note issued by AGU Entertainment Corp., The Tube
                Music
                Network, Inc., and Pyramid Records International, Inc. to Mitchell
                Entertainment Company (incorporated herein by reference to the
                Registrant’s Form 8-K filed December 29, 2004)4.4
            Common
                stock Purchase Warrant of AGU Entertainment Corp. issued to Mitchell
                Entertainment Company (incorporated herein by reference to the
                Registrant’s Form 8-K filed December 29, 2004)4.5
            Promissory
                Note issued by AGU Entertainment Corp. to Charley Zeches, in her
                capacity
                as trustee of Lakes Holding Trust U/A (incorporated herein by reference
                to
                the Registrant’s Form 8-K filed December 29, 2004)4.6
            Promissory
                Note, dated March 31, 2006, issued by The Tube Media Corp. in the
                aggregate principal amount of $800,000 to Michael H. Brauser (incorporated
                herein by reference to the Registrant’s Form 8-K filed April 5,
                2006)4.7
            Promissory
                Note, dated March 31, 2006, issued by The Tube Media Corp. in the
                aggregate principal amount of $800,000 to Barry Honig (incorporated
                herein
                by reference to the Registrant’s Form 8-K filed April 5,
                2006)4.8
            Form
                of 7% Secured Convertible Note, dated April 21, 2006, issued by The
                Tube
                Media Corp. (incorporated herein by reference to the Registrant’s Form 8-K
                filed April 26, 2006)4.9
            Form
                of Common Stock Purchase Warrant, dated April 21, 2006, issued by
                The Tube
                Media Corp. (incorporated herein by reference to the Registrant’s Form 8-K
                filed April 26, 2006)




27




10.1
            Amendment
                to Employment Agreement dated as of March 6, 2006, by and between
                The Tube
                Media Corp. and Les Garland (incorporated herein by reference to
                the
                registrant’s Form 8-K filed March 10, 2006).10.2
            Charter
                Affiliation Agreement, dated as of March 6, 2006, by and between
                The Tube
                Media Corp., The Tube Music Network, Inc. and Tribune Broadcasting
                Company
                (incorporated herein by reference to the registrant’s Form 8-K filed March
                10, 2006.)10.3
            Letter
                Agreement, dated March 6, 2006, by and among The Tube Media Corp.,
                The
                Tube Music Network, Inc. and Tribune Broadcasting Company. (This
                agreement
                has been redacted pursuant to a confidential treatment request filed
                with
                the Securities and Exchange Commission on the date hereof.) (incorporated
                herein by reference to the registrant’s Form 8-K filed March 10,
                2006)10.4
            Securities
                Issuance Agreement, dated March 6, 2006, by and between The Tube
                Media
                Corp. and Tribune Broadcasting Company. (This agreement has been
                redacted
                pursuant to a confidential treatment request filed with the Securities
                and
                Exchange Commission on the date hereof.) (incorporated herein by
                reference
                to the registrant’s Form 8-K filed March 10, 2006)10.5
            Registration
                Rights Agreement, dated as of March 6, 2006, by and between The Tube
                Media
                Corp. and Tribune Broadcasting Company (incorporated herein by reference
                to the registrant’s Form 8-K filed March 10, 2006.).10.6
            Common
                stock Purchase Warrant of The Tube Media Corp. issued to Tribune
                Broadcasting Company. (This agreement has been redacted pursuant
                to a
                confidential treatment request filed with the Securities and Exchange
                Commission on the date hereof.) (incorporated herein by reference
                to the
                registrant’s Form 8-K filed March 10, 2006)10.7
            Affiliation
                Agreement, dated as of March 22, 2006, by and between The Tube Media
                Corp., The Tube Music Network, Inc. and Tribune Sinclair Television
                Group,
                Inc. (incorporated herein by reference to the registrant’s Form 8-K filed
                March 28, 2006.)10.8
            Letter
                Agreement, dated March 22, 2006, by and among The Tube Media Corp.,
                The
                Tube Music Network, Inc. and Sinclair Television Group, Inc. (This
                agreement has been redacted pursuant to a confidential treatment
                request
                filed with the Securities and Exchange Commission on the date hereof.)
                (incorporated herein by reference to the registrant’s Form 8-K filed March
                28, 2006)10.9
            Securities
                Purchase Agreement, dated March 22, 2006, by and between The Tube
                Media
                Corp. and Sinclair Television Group, Inc. (This agreement has been
                redacted pursuant to a confidential treatment request filed with
                the
                Securities and Exchange Commission on the date hereof.) (incorporated
                herein by reference to the registrant’s Form 8-K filed March 28,
                2006)10.10
            Common
                stock Purchase Warrant of The Tube Media Corp. issued to Sinclair
                Television Group, Inc. (This agreement has been redacted pursuant
                to a
                confidential treatment request filed with the Securities and Exchange
                Commission on the date hereof.) (incorporated herein by reference
                to the
                registrant’s Form 8-K filed March 28, 2006)10.11
            Subscription
                Agreement dated as of March 31, 2006, by and between The Tube Media
                Corp.
                and Michael H. Brauser (incorporated herein by reference to the
                Registrant’s Form 8-K filed April 5, 2006).10.12
            Subscription
                Agreement dated as of March 31, 2006, by and between The Tube Media
                Corp.
                and Barry Honig (incorporated herein by reference to the Registrant’s Form
                8-K filed April 5, 2006).10.13
            Amendment
                to Employment Agreement, dated as of December 29, 2005 by and between
                The
                Tube Media Corp. and John W. Poling (incorporated herein by reference
                to
                the Registrant’s Form 8-K filed April 3,
                2006).




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10.14
            Settlement
                and Mutual Release Agreement effective January 16, 2006 (incorporated
                herein by reference to the Registrant’s Form 8-K filed April 13,
                2006).10.15
            Guaranty
                Agreement by David Levy, dated as of January 16, 2006 (incorporated
                herein
                by reference to the Registrant’s Form 8-K filed April 13,
                2006).10.16
            Guaranty
                Agreement by Donna Levy, dated as of January 16, 2006 (incorporated
                herein
                by reference to the Registrant’s Form 8-K filed April 13,
                2006).31.1
            Certification
                of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
                Act.31.2
            Certification
                of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
                Act.32.1
            Section
                906 Certification





29





**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:** **May
              22, 2006**
            By:
            /s/ John
              W.
              PolingName:
              John W. PolingTitle:
              Chief Financial Officer




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