Securities and Exchange Commission
                            Washington, DC 20549

                                FORM 10-QSB

               Quarterly Report Under Section 13 or 15(d) of
                    the Securities Exchange Act of 1934

For the Quarter Ended                                Commission File Number
  September 30, 2004                                             0-27727


                           SAVI MEDIA GROUP, INC.
                          ------------------------
           (Exact name of registrant as specified in its charter)

                                   NEVADA
                                  --------
       (State or other jurisdiction of incorporation or organization)

                                 91-1766174
                               -------------
                    (I.R.S. Employer Identification No.)


                       9852 West Katella Ave., #363
                         Anaheim, California 92804
                       ------------------------------
                  (Address of principal executive offices)

                               (714) 740-0601
                           ----------------------
            (Registrant's telephone number, including area code)


Securities registered pursuant to Section 12 (b) of the Act: None.

Securities registered pursuant to section 12(g) of the Exchange Act:

                          Common, $0.001 par value

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 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.   X  Yes       No
                                               -----     -----


As of September 30, 2004, the Company had 3,491,791 shares of its $.001 par
value, Common Stock outstanding.

                                                                      Page
                                                                     ------


PART I.  FINANCIAL INFORMATION

Item 1.   Unaudited Consolidated Condensed Financial Statements

     Consolidated Condensed Balance Sheet as of September
       30, 2004 (Unaudited) and December 31, 2003. . . . . . . . . . . . 5

     Unaudited Consolidated Condensed Statement of Operations
       for the three months and nine months ended September 30,
       2003 and 2004 and for the period from inception, August
       13, 2002, to September 30, 2004 . . . . . . . . . . . . . . . . . 6

     Unaudited Consolidated Condensed Statement of Stockholders'
       Deficit for the nine months ended September 30, 2004 and
       for the period from inception, August 13, 2002, to
       September 30, 2004. . . . . . . . . . . . . . . . . . . . . . . . 7

     Unaudited Consolidated Condensed Statement of Cash Flows
       for the nine months ended September 30, 2004 and 2003 and
       for the period from inception, August 13, 2002, to
       September 30, 2004. . . . . . . . . . . . . . . . . . . . . . . .10

     Notes to Unaudited Consolidated Condensed Financial Statements. . .12


Item 2.  Plan of Operations. . . . . . . . . . . . . . . . . . . . . . .17

Item 3.  Controls and Procedures . . . . . . . . . . . . . . . . . . . .20

PART II.  OTHER INFORMATION

Item 2.  Changes in Securities . . . . . . . . . . . . . . . . . . . . .20

Item 4.  Submission of Matters to a Vote of Security Holders . . . . . .21

Item 6.  Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . . .21

Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .22




PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS







                           SAVI MEDIA GROUP, INC.
                  (A CORPORATION IN THE DEVELOPMENT STAGE)
                                 __________




           UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                             September 30, 2004



























                                          F-1

                           SAVI MEDIA GROUP, INC.
                  (A CORPORATION IN THE DEVELOPMENT STAGE)
                             TABLE OF CONTENTS
                                 __________

                                                                       Page
                                                                       ----

Unaudited Consolidated Condensed Financial Statements:

  Consolidated Condensed Balance Sheet as of
    September 30, 2004 (Unaudited) and December 31, 2003              F-3

  Unaudited Consolidated Condensed Statement of Operations
    for the three months and nine months ended September 30,
    2003 and 2004 and for the period from inception, August
    13, 2002, to September 30, 2004                                   F-4

  Unaudited Consolidated Condensed Statement of Stockholders'
    Deficit for the nine months ended September 30, 2004 and
    for the period from inception, August 13, 2002, to
    September 30, 2004                                                F-5

  Unaudited Consolidated Condensed Statement of Cash Flows
    for the nine months ended September 30, 2004 and 2003 and
    for the period from inception, August 13, 2002, to
    September 30, 2004                                                F-8

Notes to Unaudited Consolidated Condensed Financial Statements        F-9





























                                    F-2

                           SAVI MEDIA GROUP, INC.
                  (A CORPORATION IN THE DEVELOPMENT STAGE)
                    CONSOLIDATED CONDENSED BALANCE SHEET
                  September 30, 2004 and December 31, 2003
                                 __________
<Table>
<Caption>
                                                  September      December
                                                   30, 2004      31, 2003
                                                  (Unaudited)      (Note)
                                                 ------------  ------------
<S>                                             <C>           <C>
     ASSETS
     ------

Current assets:
  Cash and cash equivalents                      $     26,978  $      6,973
                                                 ------------  ------------
     Total current assets                              26,978         6,973

Investment in SaVi Group                              238,500         -
                                                 ------------  ------------
     Total assets                                $    265,478  $      6,973
                                                 ============  ============

LIABILITIES AND STOCKHOLDERS' DEFICIT
-------------------------------------

Current liabilities:
  Note payable to a bank                         $      -      $     60,000
  Note payable to stockholder                           -            49,672
  Obligations under acquisition agreement             194,146       180,490
  Accounts payable and accrued liabilities             40,000        73,040
  Accounts payable assumed in recapitalization        164,295       178,487
                                                 ------------  ------------
     Total current liabilities                        398,441       541,689
                                                 ------------  ------------
Commitment and contingencies

Stockholders' deficit:
  Common stock, $.001 par value,
   1,000,000,000 shares authorized; 3,491,791
   and 2,219,187 shares issued and outstanding
   at September 30, 2004 and December 31, 2003,
   respectively                                         3,492         2,219
  Additional paid-in capital                        3,782,543     3,018,816
  Losses accumulated during the development stage (3,918,998)   (3,555,751)
                                                 ------------  ------------
     Total stockholders' deficit                    (132,963)     (534,716)
                                                 ------------  ------------
     Total liabilities and stockholders' deficit $    265,478  $      6,973
                                                 ============  ============


</Table>

Note:  The balance sheet at December 31, 2003 has been derived from the
audited financial statements at that date but does not include all of the
information and footnotes required by generally accepted accounting
principles for complete financial statements.

                The accompanying notes are an integral part
       of the unaudited consolidated condensed financial statements.
                                    F-3

                           SAVI MEDIA GROUP, INC.
                  (A CORPORATION IN THE DEVELOPMENT STAGE)
               CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
for the three months and nine months ended September 30, 2004 and 2003 and
for the period from inception, August 13, 2002, to September 30, 2004
                                 __________

<Table>
<Caption>
                                                                           Inception
                        Three Months Ended        Nine Months Ended            to
                            September 30,           September 30,          September
                         2004         2003        2004         2003         30, 2004
                     -----------  ----------- -----------  ------------  ------------
<S>                 <C>         <C>           <C>          <C>          <C>
Interest income      $     -      $     -      $      285   $     -       $       297
                     -----------  ----------- -----------  ------------  ------------

Cost and expenses:
 Operating, general
  and administrative
  expenses, except
  stock-based
  compensation           134,381       52,104     292,555       183,716       609,876
 Stock-based
  compensation             -          124,000       -         1,164,917     2,403,206
 Cost of
  recapitalization         -            -           -             -           273,987
 Goodwill impairment       -            -           -             -           541,101
 Cost of rescission        -            -          43,074         -            43,074
 Interest expense          6,135        3,593      27,903         6,006        48,051
                     -----------  ----------- -----------  ------------  ------------
  Total costs and
  expenses               140,516      179,697     363,532     1,354,639     3,919,295
                     -----------  ----------- -----------  ------------  ------------
Net loss             $ (140,516)  $ (179,697) $ (363,247)  $(1,354,639)  $(3,918,998)
                     ===========  =========== ===========  ============  ============
Weighted average
 shares outstanding    3,294,187    1,013,147   2,711,669       769,143
                     ===========  =========== ===========  ============

Net loss per
 common share        $    (0.04)  $    (0.18) $    (0.14)  $     (1.76)
                     ===========  =========== ===========  ============

</Table>



                The accompanying notes are an integral part
       of the unaudited consolidated condensed financial statements.
                                    F-4


                           SAVI MEDIA GROUP, INC.
                  (A CORPORATION IN THE DEVELOPMENT STAGE)
         CONSOLIDATED CONDENSED STATEMENT OF STOCKHOLDERS' DEFICIT
   for the nine months ended September 30, 2004 and for the period from
             inception, August 13, 2002, to September 30, 2004
                                 __________
<Table>
<Caption>

                                                                  Losses
                                                             Accumulated
                                   Additional                 During the
                            Common Stock          Paid-In     Deferred    Development
              Shares     Amount     Capital   Compensation      Stage        Total
           -----------   -------  ----------- ------------  ------------  -----------
<S>       <C>           <C>      <C>          <C>           <C>          <C>
Balance at
inception,
August
13, 2002         -       $   -    $     -      $     -       $     -      $     -

Initial
contribution
to establish
Energy
Resource
Management,
Inc.               300       -          1,020        -             -            1,020

Recapit-
alization
on August
26, 2002    13,338,384    13,338     (13,338)        -             -            -

Common stock
issued in
exchange for
consulting
services     2,715,000     2,715    2,230,435  (1,030,917)         -        1,202,233

Net loss         -          -           -            -       (1,555,838)  (1,555,838)
           -----------   -------  ----------- ------------  ------------  -----------
Balance at
December
31, 2002    16,053,684   $16,053  $ 2,218,117 $(1,030,917)  $(1,555,838)  $ (352,585)
           ===========   =======  =========== ============  ============  ===========

</Table>


                The accompanying notes are an integral part
       of the unaudited consolidated condensed financial statements.
                                    F-5

<PAGE>
                           SAVI MEDIA GROUP, INC.
                  (A CORPORATION IN THE DEVELOPMENT STAGE)
         CONSOLIDATED CONDENSED STATEMENT OF STOCKHOLDERS' DEFICIT
   for the nine months ended September 30, 2004 and for the period from
             inception, August 13, 2002, to September 30, 2004
                                 __________
<Table><Caption>
                                                                  Losses
                                                             Accumulated
                                   Additional                 During the
                            Common Stock          Paid-In     Deferred    Development
              Shares     Amount     Capital   Compensation      Stage        Total
           ----------- ---------  ----------- ------------  ------------  -----------
<S>       <C>         <C>        <C>          <C>           <C>          <C>
Balance at
December
31, 2002    16,053,684  $ 16,053   $2,218,117 $(1,030,917)  $(1,555,838)  $ (352,585)

Consulting
services
recognized
under
consulting
agreements       -         -            -        1,030,917         -        1,030,917

Common stock
issued
for cash    10,450,000    10,450      144,550        -             -          155,000

Common stock
issued in
exchange for
consulting
services and
for employee
compensation 3,001,000     3,001      167,055        -             -          170,056

Common stock
issued in
exchange for
extension of
acquisition
agreement      275,000       275        4,125        -             -            4,400

Common stock
issued to a
charitable
organization 5,700,000     5,700       85,500        -             -           91,200

Common stock
issued to
escrow for
DreamCity
acquisition 20,000,000    20,000      340,000        -             -          360,000

Interest
imputed on
loan from
Stockholder      -          -           6,209        -             -            6,209

Net loss         -          -            -           -       (1,999,913)  (1,999,913)
           ----------- ---------  ----------- ------------  ------------  -----------
Balance at
December
31, 2003    55,479,684  $ 55,479  $ 2,965,556 $      -      $(3,555,751)  $ (534,716)
           =========== =========  =========== ============  ============  ===========
</Table>
                     The accompanying notes are an integral part
            of the unaudited consolidated condensed financial statements.
                                         F-6

                                SAVI MEDIA GROUP, INC.
                       (A CORPORATION IN THE DEVELOPMENT STAGE)
                   CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
        for the nine months ended September 30, 2004 and for the period from
                  inception, August 13, 2002, to September 30, 2004
                                      __________
<Table>
<Caption>

                                                                  Losses
                                                             Accumulated
                                   Additional                 During the
                            Common Stock          Paid-In     Deferred    Development
              Shares     Amount     Capital   Compensation      Stage        Total
           ----------- ---------  ----------- ------------  ------------  -----------
<S>       <C>         <C>        <C>          <C>           <C>          <C>
Balance at
December
31, 2003    55,479,684  $ 55,479   $2,965,556  $     -      $(3,555,751)  $ (534,716)

Common stock
issued for
acquisition
of 20% of
SaVi Group  10,000,000    10,000      190,000        -             -          200,000

Common stock
issued as
collateral
to secure
the payment
of fees to
legal
counsel      5,000,000     5,000      (5,000)        -             -            -

Common stock
returned for
cancellation
upon rescission
of agreement
with Energy
Resource
Management,
Inc. ("ERMI")
The owner of
ERMI retained
5,000,000 of
the 12,000,000
shares originally
issued to
satisfy a note
payable and
related accrued
interest and as
a fee for the
rescission (7,000,000)   (7,000)      107,000         -             -         100,000

Common stock
issued for
cash        23,500,000    23,501      441,499         -             -         465,000

Reverse
stock split
approved on
August 9, 2004
(1 for 25
shares)   (83,487,893)  (83,488)       83,488         -             -           -

Net loss         -          -            -            -        (363,247)    (363,247)
           ----------- ---------  ----------- ------------  ------------  -----------
Balance at
September
30, 2004     3,491,791  $  3,492   $3,782,543  $     -      $(3,918,998)  $ (132,963)
           =========== =========  =========== ============  ============  ===========

</Table>

                The accompanying notes are an integral part
       of the unaudited consolidated condensed financial statements.
                                    F-7

                          SAVI MEDIA GROUP, INC.
                                      (A CORPORATION IN THE DEVELOPMENT STAGE)
               CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
       for the nine months ended September 30, 2004 and 2003 and for
                              the period from
             inception, August 13, 2002, to September 30, 2004
                                 __________
<Table>
<Caption>
                                                                          Inception
                                                  Nine Months Ended           to
                                                    September 30,          September
                                                 2004          2003         30, 2004
                                             ------------  ------------  ------------
<S>                                         <C>           <C>           <C>

Cash flows from operating activities:
  Net loss                                   $  (363,247)  $(1,354,639)  $(3,918,998)
  Adjustments to reconcile net loss to net
  cash used by operating activities               16,752     1,179,917     3,376,784
                                             ------------  ------------  ------------
   Net cash used by operating activities        (346,495)     (174,722)     (542,214)
                                             ------------  ------------  ------------

Cash flows from investing activities:
  Deposit for acquisition of SaVi Group          (38,500)        -           (38,500)
                                             ------------  ------------  ------------
   Net cash used by investing activities         (38,500)        -           (38,500)
                                             ------------  ------------  ------------

Cash flows from financing activities:
 Proceeds from stockholder advances                 -             -            49,672
 Proceeds from other notes payable                  -            70,000        70,000
 Repayments of other notes payable                  -             -          (70,000)
 Payments on note payable to a bank              (60,000)       (3,000)      (63,000)
 Proceeds from sale of common stock               465,000       169,000       621,020
                                             ------------  ------------  ------------
   Net cash provided by financing activities      405,000       236,000       607,692
                                             ------------  ------------  ------------
Net increase in cash and cash
  equivalents                                      20,005        61,278        26,978

Cash and cash equivalents at beginning
 of period                                          6,973            35         -
                                             ------------  ------------  ------------
Cash and cash equivalents at end of period   $     26,978  $     61,313  $     26,978
                                             ============  ============  ============

</Table>

                The accompanying notes are an integral part
      of these unaudited consolidated condensed financial statements.
                                    F-8


                          SAVI MEDIA GROUP, INC.
                  (A CORPORATION IN THE DEVELOPMENT STAGE)
            NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                 __________

1.   Organization and Summary of Significant Accounting Policies
     -----------------------------------------------------------
     Redwood Entertainment Group Inc. (the "Company") is a Nevada
     Corporation that intends to commercialize technologies that
     managements determines to be promising. The Company originally
     intended to engage in energy marketing and providing energy related
     products and services to commercial, industrial and manufacturing
     customers, as well as wholesale entities such as municipalities, rural
     electric co-ops and local distribution companies; however, a change in
     the Company's business plan was adopted (See Note 3).  The Company is
     considered a development stage enterprise because it currently has no
     significant operations, has not yet generated revenue from new
     business activities and is devoting substantially all of its efforts
     to business planning and the search for sources of capital to fund its
     efforts.

     The Company was originally incorporated as Energy Resource Management,
     Inc. on August 13, 2002 and subsequently adopted name changes to
     Redwood Energy Group, Inc. and SaVi Media Group, Inc., upon completion
     of a recapitalization on August 26, 2002.  The re-capitalization
     occurred when the Company acquired the non-operating public shell of
     Gene-Cell, Inc.  Gene-Cell had no significant assets or operations at
     the date of acquisition and the Company assumed all liabilities that
     remained from its prior discontinued operation as a biopharmaceutical
     research company.  The historical financial statements presented
     herein are those of SaVi Media Group, Inc. and its predecessors,
     Redwood Entertainment Group, Inc., Redwood Energy Group, Inc. and
     Energy Resource Management, Inc.

     The non-operating public shell used to recapitalize the Company was
     originally incorporated as Becniel and subsequently adopted name
     changes to Tzaar Corporation, Gene-Cell, Inc., Redwood Energy Group,
     Inc. and finally its current name, SaVi Media Group, Inc.

     Significant Estimates
     ---------------------

     The preparation of consolidated condensed financial statements in
     conformity with accounting principles generally accepted in the United
     States of America requires management to make estimates and
     assumptions that affect the reported amounts of assets and liabilities
     and disclosure of contingent assets and liabilities at the dates of
     the consolidated condensed financial statements and the reported
     amounts of revenues and expenses during the periods.  Actual results
     could differ from estimates making it reasonably possible that a
     change in the estimates could occur in the near term.

     Principles of Consolidation
     ---------------------------

     The consolidated condensed financial statements include the accounts
     of the Company and its wholly owned subsidiaries after elimination of
     all significant intercompany accounts and transactions.

                                    F-9

                           SAVI MEDIA GROUP, INC.
                  (A CORPORATION IN THE DEVELOPMENT STAGE)
            NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                 __________

1.   Organization and Summary of Significant Accounting Policies, continued
     ------------------------------------------------------------

     Interim Financial Statements
     ----------------------------

     The accompanying unaudited consolidated condensed financial statements
     have been prepared in accordance with accounting principles generally
     accepted in the United States of America for interim financial
     information and with the instructions to Form 10-QSB and Article 10 of
     Regulation S-B.  Accordingly, they do not include all of the
     information and footnotes required by accounting principles generally
     accepted in the United States of America for complete financial
     statements.  In the opinion of management, all adjustments (consisting
     of normal recurring accruals) considered necessary for a fair
     presentation have been included.  Operating results for the three and
     nine month periods ended September 30, 2004 are not necessarily
     indicative of the results that may be expected for the respective full
     years.

2.   Going Concern Considerations
     ----------------------------

     The accompanying financial statements have been prepared assuming that
     the Company will continue as a going concern.  The Company is
     presently a shell company and has limited operations and resources.
     The Company has a net loss of $(3,918,998) for the period from
     inception, August 13, 2002, to September 30, 2004. Additionally, at
     September 30, 2004, the Company is in a negative working capital
     position of $(371,463) and a stockholders' deficit position of
     $(132,963).  Such matters raise substantial doubt about the Company's
     ability to continue as a going concern.  These financial statements do
     not include any adjustment that might result from the outcome of this
     uncertainty.

     The Company plans to develop into a technology based company and/or an
     independent multimedia entertainment company.

     There can be no assurances that the Company will be able to raise
     adequate short-term capital to sustain its current operations as a
     development stage company, that the Company can raise adequate long-
     term capital from private placement of its common stock or private
     debt to implement its business plan.  There can also be no assurances
     that the Company will ever attain profitability.  The Company's long-
     term viability as a going concern is dependent upon certain key
     factors, as follows:

     -    The Company's ability to obtain adequate sources of funding to
          sustain it during the development stage.  Sources of funding may
          not be available on terms that are acceptable to the Company and
          existing stockholders, or may include terms that will result in
          substantial dilution to existing stockholders.


                                    F-10

<PAGE>
                          SAVI MEDIA GROUP, INC.
                  (A CORPORATION IN THE DEVELOPMENT STAGE)
            NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                 __________

2.   Going Concern Considerations, continued
     -----------------------------

     -    The ability of the Company to implement its business plan and
          become a viable technology company and/or entertainment company.

     -    The ability of the Company to ultimately achieve adequate
          profitability and positive cash flows to sustain its operations.

     Recapitalization
     ----------------

     On August 26, 2002, Gene-Cell, Inc. entered into an agreement and Plan
     of Reorganization (the "Agreement") whereby the Company agreed to
     acquire all of the issued and outstanding shares of Energy Resource
     Management, Inc. ("ERM") in exchange for 4,000,000 restricted common
     shares.  The Agreement represented a re-capitalization of ERM with
     accounting treatment similar to that used in a reverse acquisition,
     except that no goodwill or intangible is recorded.  A re-
     capitalization is characterized by the merger of a private operating
     company into a non-operating public shell corporation with nominal net
     assets and typically results in the owners and managers of the private
     company having effective or operating control after the transaction.
     ERM, the private operating company, emerged as the surviving financial
     reporting entity under the Agreement, but Gene-Cell, Inc. remained as
     the legal reporting entity.  The accompanying financial statements
     present the historical financial results of ERM.

     Subsequent to the recapitalization, the name of Gene-Cell, Inc. was
     changed to Redwood Energy Group, Inc. and then its current name, SaVi
     Media Group, Inc.

     The consideration given by the Company in the recapitalization was
     approximately $274,000 and was achieved through the assumption of a
     note payable, accounts payable and accrued liabilities of the public
     shell.

4.   Income Taxes
     ------------
     The difference between the income tax benefit in the accompanying
     statement of operations and the amount that would result if the U.S.
     Federal statutory rate of 34% were applied to pre-tax loss for the
     three months ended June 30, 2004 is primarily attributable to non-
     deductible compensation expense and an increase in the valuation
     allowance recorded to reduce deferred tax assets to their estimated
     net realizable value.

     At September 30, 2004, for federal income tax and alternative minimum
     tax reporting purposes, the Company has approximately $3,345,000 of
     unused net operating losses available for carryforward to future
     years.  The benefit from carryforward of such net operating losses
     will expire in various years between 2011 and 2024.  The benefit from
     utilization of net operating loss carryforwards incurred prior to
     August 26, 2002 was significantly limited in connection with a
     recapitalization.  Such benefit could be subject to further
     limitations if significant future ownership changes occur in the
     Company.  The Company currently believes that a significant portion of
     its unused net operating loss carryforwards will never be utilized due
     to expiration or limitations on use due to ownership changes.

                                 Continued
                                    F-11

                           SAVI MEDIA GROUP, INC.
                  (A CORPORATION IN THE DEVELOPMENT STAGE)
            NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                 __________
5.   Acquisition of SaVi Group
     -------------------------
     On March 31, 2003, the Company entered into a letter of intent to
     acquire 20% of SaVi Group. The terms of the proposed transaction
     include total cash payments by the Company of $38,500, which occurred
     in the quarter ended June 30, 2004.  The transaction is contingent on
     the negotiation and consummation of a definitive agreement between the
     parties, and SaVi Group producing revenue within the same twelve month
     period.  Other requirements of the acquisition include the
     finalization by the Company of a one share for twenty-five shares
     reverse split of the Company's outstanding common shares and a name
     change of the Company to SaVi Media Group, Inc.  Both of these actions
     received final approval by the Company's shareholders at the August
     2004 shareholder meeting.  During the quarter ended June 30, 2004, the
     Company took further steps to complete the proposed transaction and
     issued the SaVi Group 400,000 shares of the Company's common stock
     valued at $200,000, bringing total consideration by the Company to
     $238,500.

     SaVi Group owns various technologies that the company intends to
     commercialize.

6.   Stockholders' Equity
     --------------------
     On August 17, 2004, the Company's stockholders approved an amendment
     to the Company's articles of incorporation to increase authorized
     common stock from 100,000,000 shares to 1,000,000,000 shares.  The
     Company's stockholders also approved an amendment to effect a reverse
     split of the outstanding common stock at an exchange ratio of one
     share for twenty-five shares with no share certificate currently
     exceeding 100 common shares being reduced below 100 common shares and
     all share certificates representing fewer than 100 common shares being
     unaffected by the reverse split.

     The reverse stock split has been reflected in the accompanying
     financial statements and all references to common stock outstanding,
     additional paid-in capital, weighted average shares outstanding and
     per share amounts prior to the record dates of the reverse stock
     splits have been restated to reflect the stock splits on a retroactive
     basis.

     During the nine months ended September 30, 2004, the Company engaged
     in various transactions affecting stockholders' equity, as follows
     (All descriptions give effect to 1 for 25 reverse stock split):

     -    The Company issued 940,000 shares of common stock to
          approximately 15 individual investors at a price of $0.02 per
          share.
     -    The Company issued 200,000 shares of common stock to the owner of
          Energy Resource Management, Inc. to rescind a re-capitalization
          transaction that occurred in 2002.  The shares issued in
          connection with the rescission were valued at $100,000.  Under
          the terms of the rescission, 480,000 common shares issued in the
          re-capitalization transaction were returned to the Company and
          debt to the stockholder of $49,672 and related accrued interest
          of $7,254 were fully satisfied.
     -    The Company issued 200,000 shares of common stock to its legal
          counsel as collateral to secure payment of legal fees of
          approximately $50,000.

                                 Continued
                                    F-12

                           SAVI MEDIA GROUP, INC.
                  (A CORPORATION IN THE DEVELOPMENT STAGE)
            NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                 __________

7.   Non-Cash Investing and Financing Transactions
     ---------------------------------------------

     During the nine months ended September 30, 2004, the Company engaged
     in various non-cash investing and financing activities as follows:

     -    Issued 400,000 shares of common stock in payment of $200,000 of
          the acquisition price of SaVi Group.

     -    Issued shares of common stock to satisfy debt to a stockholder of
          $49,672.
























                                 F-13


ITEM 2.  PLAN OF OPERATIONS

This Form 10-QSB contains certain forward-looking statements.  For
this purpose any statements contained in this Form 10-QSB that are not
statements of historical fact may be deemed to be forward-looking
statements.  Without limiting the foregoing, words such as "may,"
"will," "expect," "believe," "anticipate," "estimate" or "continue" or
comparable terminology are intended to identify forward-looking
statements.  These statements by their nature involve substantial
risks and uncertainties, and actual results may differ materially
depending on a variety of factors.

Critical Accounting Policies and Estimates
------------------------------------------

Our discussion and analysis of our financial condition and results of
operations are based upon our consolidated financial statements, which
have been prepared in accordance with accounting principles generally
accepted in the United States of America.  The preparation of these
financial statements requires us to make estimates and judgments that
affect the reported amounts of assets, liabilities, revenue and
expenses, and related disclosure of contingent assets and liabilities.
On an ongoing basis, we evaluate our estimates and our estimates are
based on historical experience and on various other assumptions that
are believed to be reasonable under the circumstances. These estimates
and assumptions provide a basis for our judgments about the carrying
values of assets and liabilities that are not readily apparent from
other sources.  Actual results may differ from our estimates under
different assumptions or conditions, and these differences may be
material.

We believe that the following critical accounting policies affect our
more significant judgments and estimates used in the preparation of
our consolidated financial statements:

INCOME TAXES - We use the liability method of accounting for income
taxes. Under this method, deferred income taxes are recorded to
reflect the tax consequences on future years of temporary differences
between the tax basis of assets and liabilities and their financial
amounts at year-end.  We provide a valuation allowance to reduce
deferred tax assets to their net realizable value.

STOCK-BASED COMPENSATION - We follow the disclosure and reporting
requirements of Financial Accounting Standard No. 123, "Accounting for
Stock-Based Compensation" ("SFAS No. 123") for stock-based employee
compensation plans.  SFAS No. 123 defined a fair value based method of
accounting for an employee stock option or similar equity instrument
and encouraged all entities to adopt that method of accounting for all
of their employee stock compensation plans and include the cost in the
income statement as compensation expense.  However, it also allowed
entities to continue to measure compensation cost for those plans
using the intrinsic value based method of accounting prescribed by
Accounting Principles Board ("APB") Opinion No. 25, "Accounting for
Stock Issued to Employees".  We account for compensation cost for
stock option plans in accordance with APB Opinion No. 25.



                                  17


HISTORY OF THE COMPANY
----------------------

We were organized on November 3, 1986, to pursue any lawful purpose or
purposes.  We amended our Articles of Incorporation on September 30,
1987, changing our name to Tzaar Corporation and authorizing common
stock of 100,000,000 shares at par value of $0.001.  From 1989 to
1996, we did not engage in any business activity.  During this time we
had no significant revenues and were considered to be a "development
stage company."

On December 28, 1996, we entered into a Plan of Reorganization with
Genesystems, Inc. ("Genesystems"), a corporation organized in the
state of Nevada on December 12,1996.  In connection with the Plan of
Reorganization, we made a one for ten reverse split of its outstanding
shares; issued an additional 7,500,000 post-split restricted shares to
effect a share exchange with Genesystems; and authorized and issued an
additional 3,500,000 common shares in a limited offering.  As a result
of the reverse acquisition, control of our company was acquired by
Genesystem shareholders.  The acquisition of the public shell (Tzaar
Corporation) was accounted for as a recapitalization.

In December 1996, we changed our name to Genecell, Inc. and appointed
new officers and directors.  On September 29, 1997 we changed our name
to Gene-Cell, Inc.  From December 1996 to December 2002, we focused
our plan of operations on the business of developing therapies that
can treat major diseases and disorders of the human blood system.

On August 26, 2002, Gene-Cell, Inc., entered into an Agreement and
Plan of Reorganization (the "Agreement") whereby we acquired all of
the issued and outstanding shares of Energy Resource Management, Inc.,
("ERM") in exchange for 4,000,000 restricted common shares.

The Agreement represented a recapitalization of ERM with accounting
treatment similar to that used in a reverse acquisition.  In the
reorganization, ERM assumed our accounts payable and accrued
liabilities.

In the first quarter of 2003, we entered into an agreement to acquire
DreamCity Entertainment as an expansion of our business plan into the
entertainment sector.  We closed on the acquisition under modified
terms during the fourth quarter of 2003.  We are now considering and
negotiating the types of projects that we will undertake in DreamCity;
however, any projects DreamCity undertakes will be characterized as
high quality, principle-centered and multicultural with profits
resulting from thorough brand exploitation.

On March 31, 2004, we entered into a letter of intent to acquire a 20%
interest in SaVi Group, Incorporated, a company that specializes in
creating and patenting innovative products and technologies.  In
connection with this proposed transaction, we paid non-refundable
deposits totaling $38,500.  The transaction is contingent on the
negotiation and consummation of a definitive agreement between the
parties and SaVi producing revenue within the same twelve month
period.  In connection with the consummation of the transaction, SaVi
will also be issued up to 1,000,000 shares of our post-reverse split
common stock.  We continue to negotiate with SaVi and expect to have a
definitive agreement in place in the near future.


                                  18

We continue to be considered as a development stage enterprise because
we have not yet generated revenue from sale of our products and/or
services.  Since our inception, we have devoted substantially all of
our efforts to development of a business plan and the search for
sources of capital to fund our efforts.

BUSINESS OF THE COMPANY
-----------------------

We intend to conduct business primarily in the technology sector.  We
have discontinued our biotechnology and energy sector activities.

Given our desire to focus in new areas of business and the lack of
success that we experienced in an effort to enter the energy marketing
business, we decided to rescind our Agreement and Plan of
Reorganization with Energy Resource Management, Inc.

In connection with the rescission, the 12,000,000 (480,000 post
reverse-split) shares issued in that transaction were returned to the
Company for cancellation.  Additionally, we have re-assumed the debt
obligations that were assumed by ERM as a condition to the Agreement
and Plan of Reorganization and all right, title and interest in and to
the energy marketing business plan of ERM will be returned to ERM.

RESULTS OF OPERATIONS
---------------------

During the period from inception, August 13, 2002, to September 30,
2004, we have not generated any revenue from operations.  As of
September 30, 2004, we had losses accumulated in the development stage
of $3,918,998 funded by paid-in capital. We financed our operations
mainly through the sale of common stock and have been entirely
dependent on outside sources of financing for continuation of
operations. For the remainder of fiscal 2004, we will continue to
pursue funding for our business.  As stated previously, there is no
assurance that we will continue to be successful in obtaining
additional funding on attractive terms or at all, nor that the
projects towards which additional paid-in capital is assigned will
generate revenues at all.

PLAN OF OPERATION
-----------------

During the quarter ended September 30, 2004, we had limited operations
and have been focused on the proposed acquisition of a 20% interest in
SaVi Group. Our planned operations are expected to require cash of
approximately $1,500,000 over the next twelve months. Those funds will
be used to consummate the SaVi Group acquisition and to support
continued operation in the development stage.

Our plan of operations will require sources of funding that may not be
available on terms that are acceptable to management and existing
stockholders, or may include terms that will result in substantial
dilution to existing stockholders.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

We currently have no significant commitments for capital expenditures.
Since our inception, we have expended a significant portion of our
resources to develop business strategies and to search for sources of
capital.  Our efforts have and will continue to require significant
amounts of capital.
                                  19

We believe that our existing cash reserves and cash flows from
operations will not be sufficient to cover the Company's cash
requirements for 2004.  We will need to successfully raise funds
through an equity infusion or the issuance of debt securities.
Financing may not be available on terms acceptable to us, or at all.
Further, the sale of additional equity or convertible debt securities
may result in dilution to our stockholders.

Our independent accountants provided us with their reports for the
past two fiscal years ended December 31, which sets forth factors that
raise substantial doubt about our ability to continue as a going
concern.  Nothing occurred in the third quarter of the current fiscal
year to alleviate these doubts.  Our viability as a going concern
remains dependent on our ability to raise short-term cash funds and
ultimately achieve a sustaining level of profitability.  There can be
no assurances that we will succeed in our efforts.

ITEM 3.   CONTROLS AND PROCEDURES

Our Chief Executive Officer and Chief Financial Officer have conducted
an evaluation of our disclosure controls and procedures as of a date
(the "EVALUATION DATE") within 90 days before the filing of this
quarterly report.  Based on their evaluation, our Chief Executive
Officer and Chief Financial Officer have concluded that our disclosure
controls and procedures are effective to ensure that information
required to be disclosed by us in reports that we file or submit under
the Securities Exchange Act of 1934 is recorded, processed, summarized
and reported within the time periods specified in the applicable
Securities and Exchange Commission rules and forms.

Subsequent to the Evaluation Date, there were no significant changes
in the Company's internal controls or in other factors that could
significantly affect these controls, nor were any corrective actions
required with regard to significant deficiencies and material
weaknesses

PART II - OTHER INFORMATION

ITEM 2.   CHANGES IN SECURITIES

On August 17, 2004, the Company's stockholders approved an amendment
to the Company's articles of incorporation to increase authorized
common stock from 100,000,000 shares to 1,000,000,000 shares.  The
Company's stockholders also approved an amendment to effect a reverse
split of the outstanding common stock at an exchange ratio of one
share for twenty-five shares with no share certificate currently
exceeding 100 common shares being reduced below 100 common shares and
all share certificates representing fewer than 100 common shares being
unaffected by the reverse split.

No instruments defining the rights of the holders of any class of
registered securities have been materially modified, limited or
qualified.

The following securities, which are not registered under the
Securities Act of 1933, were issued by the Company during the quarter
ended September 30, 2004.

                                  20

During the quarter, the Company sold an aggregate of 10,000,000
(400,000 post reverse-split) restricted common shares to seven
investors for a total of $195,000.  The shares were issued without
registration under the Securities Act of 1933 in reliance on an
exemption from registration provided under Section 4(2) of the
Securities Act.

ITEM 5.  OTHER INFORMATION

Following the shareholder meeting, the board of directors met and
appointed Mario Procopio as President, Chief Executive Officer and
Chairman of the Board of Directors and Serge Monros as Chief
Technology Officer of the Company.  Kathy Procopio will continue as
Chief Financial Officer, Secretary and Treasurer of the Company.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a) Reports on Form 8-K

     No reports on Form 8-K were filed during the quarter ended
September 30, 2004.

(b) Exhibits.

     The following exhibits are included as part of this report:

Exhibit 31.1   Certification of Chief Executive Officer Pursuant to
               Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 31.2   Certification of Chief Financial Officer Pursuant to
               Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 32.1   Certification of Chief Executive Officer Pursuant to
               Section 906 of the Sarbanes- Oxley Act of 2002.

Exhibit 32.2   Certification of Chief Financial Officer Pursuant to
               Section 906 of the Sarbanes- Oxley Act of 2002.



                                  21

                              SIGNATURES

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


                        SaVi Media Group, Inc.



November 11, 2004             /S/ Mario Procopio
                              ----------------------------------------
                              Mario Procopio, Chief Executive Officer



November 11, 2004             /S/ Kathy Procopio
                              ---------------------------------------
                              Kathy Procopio, Chief Financial Officer




                                  22