U.S. SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                                FORM 10QSB/A
                           Amendment No. 2
                                 (Mark One)

[X]  Quarterly report under Section 13 or 15(d) of the Securities Exchange
     Act of 1934 for the quarterly period ended June 30, 2005

[ ]  Transition report under Section 13 or 15(d) of the Securities Exchange
     Act of 1934

       For the transition period from ____________ to ______________

                    For the Period Ended  June 30, 2005

                      Commission file number 000-27727

                           SAVI MEDIA GROUP, INC.
                --------------------------------------------
               (Name of Small Business Issuer in Its Charter)

     Nevada                                                 91-1766174
(State of Incorporation)                  (IRS Employer Identification No.)

                        9852 West Katella Ave., #363
                             Anaheim, CA 92804
                       ------------------------------
                  (Address of Principal Executive Offices)

                               (714) 740-0601
                        ---------------------------
                         Issuer's Telephone Number

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.

     Yes  [x]   No [ ]

Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act).

     Yes  [ ]   No [X]

As of August 16, 2005, the Company had 113,093,906 shares of its par value
$0.01 common stock issued and outstanding.

Transitional Small Business Disclosure Format (check one):

Yes [  ]       No [X]




Explanatory Note

This Amendment No. 2 to the Quarterly Report on Form 10-QSB for the quarterly
period ended June 30, 2005 of SaVi Media Group, Inc. is filed solely for the
purpose of amending and restating Part I, Item 3, Controls and Procedures,
to include a description of our disclosure controls and procedures, the
conclusions of the principal executive officer and the principal financial
officer as of June 30, 2005 and a description of significant deficiencies
and material weaknesses found in our controls and procedures and steps we
have taken to remediate these problems.  In addition, in connection with
the filing of this Amendment No. 2 to the Quarterly Report on Form 10-QSB
and pursuant to the rules of the Securities and Exchange Commission, we
are including currently dated certifications. Except as described above,
no other changes have been made to the Quarterly Report on Form 10-QSB for
the quarterly period ended June 30, 2005.  This Amendment No. 2 to the
Quarterly Report on Form 10-QSB continues to speak as of the date of the
Quarterly Report on Form 10-QSB for the quarterly period ended June 30,
2005, and we have not updated the disclosures contained in this Amendment
No. 2 to the Quarterly Report on Form 10-QSB for the quarterly period ended
June 30, 2005 to reflect any events that occurred at a date subsequent to
the filing of the Quarterly Report on Form 10-QSB for the quarterly period
ended June 30, 2005.










                                  2


                           SAVI MEDIA GROUP, INC.
                       (A Development Stage Company)

                  Quarterly Report on Form 10-QSB for the
                   Quarterly Period Ending June 30, 2005


Table of Contents


PART I.  FINANCIAL INFORMATION

  Item 1.  Unaudited Condensed Financial Statements

     Consolidated Balance Sheets:
     June 30, 2005 and December 31, 2004                                 4

     Consolidated Statements of Operations:
     For the three and six months ended June 30, 2005 and 2004 and
     for the period from inception, August 13, 2002, to June 30, 2005    6

     Consolidated Statement of Stockholders' Deficit
     For the six months ended June 30, 2005                              8

     Consolidated Statements of Cash Flows:
     For the six months ended June 30, 2005 and 2004 and
     for the period from inception, August 13, 2002  to June 30, 2005   10

     Notes to Unaudited Consolidated Financial Statements               11

  Item 2.  Plan of Operation                                            20

  Item 3. Controls and Procedures                                       24

PART II.  OTHER INFORMATION

  Item 1.  Legal Proceedings                                            25

  Item 2.  Changes in Securities                                        25

  Item 3.  Defaults Upon Senior Securities                              26

  Item 4.  Submission of Matters to a Vote of Security Holders          26

  Item 5.  Other Information                                            26

  Item 6.  Exhibits                                                     26

SIGNATURES                                                              27

                                  3

PART I.  FINANCIAL INFORMATION

                           SAVI MEDIA GROUP, INC.
                   A Corporation in the Development Stage
                     CONSOLIDATED FINANCIAL STATEMENTS
  For the Three Months and Six Months Ended June 30, 2005 and 2004 and for
        the Period from inception, August 13, 2004, to June 30, 2005



SAVI MEDIA GROUP, INC.
A Corporation in the Development Stage
CONSOLIDATED BALANCE SHEET
June 30, 2005  (Unaudited) and December 31, 2004
---------------------------------------------------------------------------
<Table>
<Caption>
                                                 June 30,      December 31,
                                                   2005           2004
                                               -------------  -------------
                                                (Unaudited)
<S>                                            <C>            <C>
                                   ASSETS
Current assets:
 Cash and cash equivalents                     $     51,392   $      3,835
                                               -------------  -------------
Total current assets                                 51,392          3,835
                                               =============  =============

Property and equipment, net                           6,250              -

Intangible asssets - patents                         38,500         38,500
                                               -------------  -------------
Total assets                                   $     96,142   $     42,335
                                               =============  =============



</Table>


            The accompanying notes are an integral part of the
                unaudited consolidated financial statements
                                  4


SAVI MEDIA GROUP, INC.
A Corporation in the Development Stage
CONSOLIDATED BALANCE SHEET
June 30, 2005  (Unaudited) and December 31, 2004
---------------------------------------------------------------------------
<Table>
<Caption>
                                                  June 30,     December 31,
                                                    2005          2004
                                                ------------- -------------
                                                 (Unaudited)
<S>                                             <C>           <C>

                   LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
 Short term advance                               $   50,000   $         -
 Accounts payable and accrued liabilities             27,830        10,000
 Accounts payable assumed in recapitalization        159,295       159,295
                                                ------------- -------------
Total current liabilities                            237,125       169,295

Convertible debenture                                 38,465             -

Long-term debt                                       143,231             -
                                                ------------- -------------
Total liabilities                                    418,821       169,295
                                                ------------- -------------

Commitments and contingencies

Stockholders' deficit:
 Series A convertible preferred stock;
  $0.001 par value, 10,000,000 shares
  authorized, issued and outstanding                  10,000        10,000
 Series B convertible preferred stock;
  $0.001 par value, 10,000,000 shares
  authorized, none issued and outstanding                  -             -
 Series C convertible preferred stock;
  $0.001 par value, 10,000,000 shares
  authorized, 5,040,000 shares issued and
  outstanding at June 30, 2005                         5,040             -
 Common stock: $0.001 par value,
  990,000,000 shares authorized,
  112,066,952 and 86,947,767
  shares issued and outstanding at
  June 30, 2005 and December 31, 2004,
  respectively                                       112,067        86,947
 Additional paid-in capital                      243,879,873   109,749,828
 Losses accumulated during the
  development stage                             (244,329,659) (109,973,735)
                                                ------------- -------------
Total stockholders' deficit                         (322,679)     (126,960)
                                                ------------- -------------
Total liabilities and stockholders' deficit     $     96,142  $     42,335
                                                ============= =============


</Table>
            The accompanying notes are an integral part of the
                unaudited consolidated financial statements
                                  5

SAVI MEDIA GROUP, INC.
A Corporation in the Development Stage
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months and Six Months Ended June 30, 2005 and 2004
and for the Period From Inception, August 13, 2002, to June 30, 2005
---------------------------------------------------------------------------
<Table>
<Caption>

                                                                          Inception
                        Three Months Ended          Six Months Ended         to
                        June 30,   June 30,       June 30,    June 30,     June 30,
                          2005       2004           2005        2004         2005
                  -------------- ---------- --------------  ---------- --------------
<S>               <C>            <C>        <C>             <C>        <C>
Operating costs
and expenses:
 General and
  administrative
  expenses,
  except
  stock based
  compensation       $  331,360 $  150,440     $  423,314  $  158,174     $1,056,851
 Stock-based
  compensation      131,774,534          -    133,929,475           -    242,565,707
                  -------------- ---------- --------------  ---------- --------------
Losss from
operations         (132,105,894)  (150,440)  (134,352,789)   (158,174)  (243,622,558)

Other income and
(expenses)
 Interest Income              1        285              1         285             19
 Gain on
  settlement                  -          -              -           -        197,033
 Cost of
  recission                   -    (43,074)             -     (43,074)       (43,074)
 Cost of
  recapital-
  ization                     -          -              -           -       (273,987)
 Goodwill
  impairment                  -          -              -           -       (541,101)
 Interest
  expense                (3,136)   (15,099)        (3,136)    (21,768)       (45,991)
                  -------------- ---------- --------------  ---------- --------------
Total other
income and
expenses, net            (3,135)   (57,888)        (3,135)    (64,557)      (707,101)
                  -------------- ---------- --------------  ---------- --------------
Net loss          $(132,109,029) $(208,328) $(134,355,924)  $(222,731) $(244,329,659)
                  ============== ========== ==============  ========== ==============
Weighted
average shares
outstanding         108,993,913    254,875     98,644,556     241,722
                  ============== ========== ==============  ==========
Net loss per
common share -
basic and
dilutive          $       (1.21) $   (0.82) $       (1.36)  $   (0.92)
                  ============== ========== ==============  ==========

</Table>

                 The accompanying notes are an integral part of the
                     unaudited consolidated financial statements
                                        6

SAVI MEDIA GROUP, INC.
A Corporation in the Development Stage
UNAUDITED CONSOLIDATED STATEMENT OF STOCKHOLERS' DEFICIT
For the Six Months Ended June 30, 2005
---------------------------------------------------------------------------
<Table>
<Caption>
                                    Series A Preferred Stock Series B Preferred Stock
                                    ------------------------ ------------------------
                                       Shares       Amount      Shares       Amount
                                    -----------  ----------- -----------  -----------
<S>                                 <C>          <C>         <C>          <C>
Balance at December 31, 2004        10,000,000   $   10,000           -   $        -

Common stock issued for cash                 -            -           -            -

Common and Preferred stock issued
in exchange for consulting services          -            -           -            -

Options issued to an officer                 -            -           -            -

Value of beneficial conversion
feature                                      -            -           -            -

Cancellation of shares                       -            -           -            -

Net Loss                                     -            -           -            -
                                    -----------  ----------- -----------  -----------
Balance at June 30, 2005            10,000,000   $   10,000           -   $        -
                                    ===========  =========== ===========  ===========

</Table>

               he accompanying notes are an integral part of
              the unaudited consolidated financial statements
                                        7

SAVI MEDIA GROUP, INC.
A Corporation in the Development Stage
UNAUDITED CONSOLIDATED STATEMENT OF STOCKHOLERS' DEFICIT
For the Six Months Ended June 30, 2005
---------------------------------------------------------------------------
<Table>
<Caption>
                                Series C Preferred Stock           Common Stock
                                ------------------------  ---------------------------
                                  Shares       Amount         Shares       Amount
                                -----------  -----------  --------------  -----------
<S>                             <C>          <C>          <C>             <C>
Balance at December 31, 2004             -   $        -      86,947,767   $   86,947

Common stock issued for cash             -            -       3,148,946        3,149

Common and Preferred stock
issued in exchange for
consulting services              5,040,000        5,040      24,610,839       24,611

Options issued to an officer             -            -               -            -

Value of beneficial conversion
feature                                  -            -               -            -

Cancellation of shares                   -            -      (2,640,600)      (2,640)

Net Loss                                 -            -               -            -
                                -----------  -----------  --------------  -----------
Balance at June 30, 2005         5,040,000   $    5,040     112,066,952   $  112,067
                                ===========  ===========  ==============  ===========




</Table>

                 The accompanying notes are an integral part of the
                     unaudited consolidated financial statements
                                        8


SAVI MEDIA GROUP, INC.
A Corporation in the Development Stage
UNAUDITED CONSOLIDATED STATEMENT OF STOCKHOLERS' DEFICIT
For the Six Months Ended June 30, 2005
---------------------------------------------------------------------------
<Table>
<Caption>
                                                              Losses
                                                           Accumulated
                               Additional                   During the
                                Paid-In       Unissued     Development
                                Capital     Common Stock      Stage          Total
                           -------------- -------------- -------------- -------------
<S>                        <C>            <C>            <C>            <C>
Balance at
December 31, 2004           $109,749,828   $          -  $(109,973,735) $   (126,960)

Common stock issued for
cash                             215,081              -              -       218,230

Common stock issued in
exchange for consulting
services                     102,649,824              -              -   102,679,475

Options issued to an
officer                       31,250,000              -              -    31,250,000

Value of beneficial
conversion feature                12,500              -              -        12,500

Cancellation of shares             2,640              -              -             -

Net Loss                               -              -   (134,355,924) (134,355,924)
                           -------------- -------------- -------------- -------------
Balance at June 30, 2005   $ 243,879,873  $           -  $(244,329,659) $   (322,679)
                           ============== ============== ============== =============



</Table>

            The accompanying notes are an integral part of the
                unaudited consolidated financial statements
                                        9


SAVI MEDIA GROUP, INC.
A Corporation in the Development Stage
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30, 2005 and 2004 and for the Period
From Inception, August 13, 2002, to March 31, 2005
---------------------------------------------------------------------------

<Table>
<Caption>
                                          June 30,        June 30,      Inception to
                                            2005           2004         June 30, 2005
                                     --------------- ---------------  ---------------
<S>                                  <C>             <C>              <C>
Cash flows from operating activities:
 Net loss                             $(134,355,924) $     (222,731)   $(244,329,659)
 Adjustments to reconcile net income
  to net cash used by operating
  activities:
   Gain on settlement                             -               -         (197,033)
   Impairment of goodwill                         -               -          541,101
   Cost of recapitalization                       -               -          273,987
   Compensatory common and preferred
    stock issuances                     133,929,475               -      242,565,707
   Interest imputed on non-interest
    note from a stockholder                       -               -            7,254
   Interest expense recognized through
    accretion of discount on long-term
    debt                                      1,696          10,938           22,028
   Common stock issued for recession
    agreement                                     -               -           43,074
   Common stock issued to pay accounts
    payable and accrued liabilities               -               -           50,000
   Changes in accounts payable and
    accrued liabilities                      17,830          22,235           73,536
                                     --------------- ---------------  ---------------
Net cash used by operating activities      (406,923)       (189,558)        (950,005)
                                     --------------- ---------------  ---------------
Cash flows from investing activities:
 Purchase of equipment                       (6,250)              -           (6,250)
 Acquisition of patent rights                     -         (38,500)         (38,500)
                                     --------------- ---------------  ---------------
Net cash used in investing activities        (6,250)        (38,500)         (44,750)
                                     --------------- ---------------  ---------------
Cash flows from financing activities:
 Proceeds from stockholder advances           5,000               -           54,672
 Repayment of stockholder advances           (5,000)              -           (5,000)
 Proceeds from convertible debentures        50,000               -           50,000
 Proceeds from short term advance            50,000               -           50,000
 Proceeds from note payable                 142,500               -          142,500
 Payments on notes payable                        -         (25,000)         (63,000)
 Proceeds from sale of common stock         218,230         270,000          816,975
                                     --------------- ---------------  ---------------
Net cash provided by financing
activities                                  460,730         245,000        1,046,147
                                     --------------- ---------------  ---------------
Net increase in cash and cash
equivalents                                  47,557          16,942           51,392

Cash and cash equivalents at
beginning of year                             3,835           6,973                -
                                     --------------- ---------------  ---------------
Cash and cash equivalents at end of
year                                 $       51,392  $       23,915   $       51,392
                                     =============== ===============  ===============

</Table>

            The accompanying notes are an integral part of the
                unaudited consolidated financial statements
                                        10


SAVI MEDIA GROUP, INC.
A Corporation in the Development Stage
NOTES TO UNAUDITED FINANCIAL STATEMENTS
---------------------------------------------------------------------------

1.   Organization and Significant Accounting Policies
     ------------------------------------------------

     SaVi Media Group, Inc. (the "Company") is a Nevada Corporation that
     has acquired rights to "blow-by gas and crankcase engine emission
     reduction technology" which it intends to develop and market on a
     commercial basis.  The technology is a relatively simple gasoline and
     diesel engine emission reduction device that the Company intends to
     sell to its customers for effective and efficient emission reduction
     and engine efficiency for implementation in both new and presently
     operating automobiles.  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 Inc. 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 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., Redwood Entertainment Group, Inc. and finally its current name,
     SaVi Media Group, Inc.

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

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


                                        11

SAVI MEDIA GROUP, INC.
A Corporation in the Development Stage
NOTES TO UNAUDITED FINANCIAL STATEMENTS

---------------------------------------------------------------------------

1.   Organization and 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-
     month and six-month periods ended June 30, 2005 and 2004 are not
     necessarily indicative of the results that may be expected for the
     respective full years.

     Stock-Based Compensation
     ------------------------

     The Company has elected to use the intrinsic value method under
     Accounting Principles Board Opinion No. 25, "Accounting for Stock
     Issued to Employees" (APB 25), as permitted by Statement of Financial
     Accounting Standard No. 123, "Accounting for Stock-Based Compensation"
     (SFAS 123), subsequently amended by SFAS 148, "Accounting for Stock-
     Based Compensation  Transition and Disclosure" to account for stock
     options issued to its employees and amortizes deferred compensation,
     if any, ratably over the vesting period of the options. Compensation
     expense resulting from the issuance of fixed term stock option awards
     is measured as the difference between the exercise price of the option
     and the fair market value of the underlying share of common stock
     subject to the option on the award's grant date. The Company also
     makes pro forma fair value disclosures required by SFAS 123 which
     reflect the impact on net income (loss) and net income (loss) per
     share had the Company applied the fair value method of accounting for
     its stock-based awards to employees. The Company estimates the fair
     value of its stock-based awards to employees using a Black-Scholes
     option-pricing model. During the three months ended June 30, 2005, the
     Company issued 125,000,000 stock options to its Chief Executive
     officer (See Note 3) and the compensation expense associated with
     those options was essentially the same under APB No. 25 and SFAS 123
     due to the extremely low exercise price associated with the options.
     Accordingly, no pro forma information is presented.

                                        12

SAVI MEDIA GROUP, INC.
A Corporation in the Development Stage
NOTES TO UNAUDITED FINANCIAL STATEMENTS

---------------------------------------------------------------------------

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 accumulated net losses in the development stage of
     $244,329,659 for the period from inception, August 13, 2002, to June
     30, 2005.  Additionally, at June 30, 2005, the Company is in a
     negative working capital position of $185,733 and has a stockholders'
     deficit of  $322,629.  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 goals of the Company will require a significant amount of capital
     and there can be no assurances that the Company will be able to raise
     adequate short-term capital to sustain its current operations in the
     development stage, or that the Company can raise adequate long-term
     capital from private placement of its common stock or private debt to
     emerge from the development stage.  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, including:

     -    The Company's ability to obtain adequate sources of funding to
          sustain it during the development stage.

     -    The ability of the Company to successfully produce and market its
          gasoline and diesel engine emission reduction device in a manner
          that will allow it to ultimately achieve adequate profitability
          and positive cash flows to sustain its operations.

     In order to address its ability to continue as a going concern,
     implement its business plan and fulfill commitments made in
     connection with its agreement for acquisition of patent rights
     (See Note 3), the Company intends to raise additional capital
     from sale of its common stock. Sources of funding may not be
     available on terms that are acceptable to the Company and its
     stockholders, or may include terms that will result in
     substantial dilution to existing stockholders.

3.   Agreement for Acquisition of Patent Rights
     ------------------------------------------

     On March 31, 2003, the Company entered into a letter of intent to
     acquire 20% of SaVi Group, the name under which Serge Monros was
     conducting business in the ownership of numerous patents he had
     developed. The acquisition of 20% of SaVi Group was completed in the
     second quarter of 2004 upon the Company's payment of 38,500 in cash
     and the issuance of 4,000 shares of the Company's common stock to
     Serge Monros.

                                        13

SAVI MEDIA GROUP, INC.
A Corporation in the Development Stage
NOTES TO UNAUDITED FINANCIAL STATEMENTS

---------------------------------------------------------------------------

3.   Agreement for Acquisition of Patent Rights, continued
     -----------------------------------------------------

     Subsequent to the acquisition, the Company changed its name from
     Redwood Entertainment Group, Inc. to SaVi Media Group, Inc. Serge
     Monros changed the name of the entity in which he holds the patents to
     His Devine Vehicle, Inc. Further discussions between the Company and
     Serge Monros led to a September 1, 2004 agreement (the "Agreement")
     under which the Company would acquire 100% of the rights to various
     patents (the "Patents") owned by Serge Monros. The Agreement was
     amended and modified on December 30, 2004 and again on April 6, 2005.

     The most important patented technology, for which the Company acquired
     rights, was technology to produce a relatively simple gasoline and
     diesel engine emission reduction device that the Company intends to
     sell to manufacturers of new vehicles and owners of presently
     operating automobiles.

     The Company contracted with an independent consulting firm, Evans &
     Evans, Inc. to prepare a pricing analysis assessment of the Company,
     including the new patents rights. The consulting firm assessed the
     market potential price of the Company to be in the range of
     $66,000,000. The market potential price assessed by the independent
     consulting firm was not the fair market value of the Company, but
     rather the price that an arms length party would purchases shares in
     the Company on an organized, regulated and liquid stock market, given
     the information and assumptions outlined in the assessment report. The
     Company does not have all records of the amounts spent in the
     development of the Patents, but management believes that the amount
     exceeds $5,000,000.

     Under the terms of the Agreement as amended, the Company acquired the
     Patents rights for the following consideration:

     -    5,000,000 shares of Series A preferred stock to both Serge
          Monros, who owned the patents, and Mario Procopio, the Company's
          founder and Chief Executive Officer. The Series A preferred stock
          is convertible to and holds voting rights of 100 to 1 of those
          attributable to common stock. These shares are to remain in
          escrow for three years, and, accordingly, they will not be
          converted to common stock prior to the end of the escrow period.

     -    5,000,000 shares of common stock to both Serge Monros and Mario
          Procopio.

     -    Three-year stock options to acquire 125,000,000 shares of the
          Company's common stock at $0.00025 per share to both Serge Monros
          and Mario Procopio. This provision of the agreement was reached
          in April 2005. The options to Serge Monros are considered part of
          the cost of the patent rights under the Agreement. The Options to
          Mario Procopio have been recognized as compensation expense of
          $31,250,000 in the quarter ended June 30, 2005.

                                        14

SAVI MEDIA GROUP, INC.
A Corporation in the Development Stage
NOTES TO UNAUDITED FINANCIAL STATEMENTS

---------------------------------------------------------------------------

3.   Agreement for Acquisition of Patent Rights, continued
     -----------------------------------------------------

     The Agreement represents a three year relationship that may be
     renegotiated or rescinded at the end of that term if the use of the
     Patents does not produce revenue equal to costs associated with the
     Agreement or modified annual cost, whichever is less. The Agreement
     does not define the terms "Costs associated with the Agreement" or
     "Modified Annual Costs".  Regardless of performance, the Agreement is
     eligible for renewal and/or modification on September 1, 2007.

     In the event the Agreement is rescinded, the Patents and related
     technology will be returned to Serge Monros. Further, under the terms
     of the Agreement, the Company is required to build a $5,000,000
     research and development lab and a manufacturing plant and Serge
     Monros will also own those assets, free and clear, in the event the
     Agreement is rescinded or the Company dissolved.

     The Agreement contains two commitments by the Company as follows:

     -    Serge Monros and Mario Procopio each are to receive monthly
          compensation of $10,000 per month, depending on revenues and the
          raising of capital, but not less than $3,000 per month.

     -    Contingent consideration to Serge Monros of $75,000,000 in cash
          or in the form of stock options the exercise of which will
          provide net proceeds to Serge Monros of $75,000,000 over the next
          ten years. If options are issued, they will bear an exercise
          price of $0.00025 per share. This provision of the agreement is
          specifically tied to the performance of the Company and its
          ability to pay either in cash or stock options.

     The Company recorded Patents at cost to Serge Monros because the
     Agreement resulted in the control of the Company by Serge Monros
     and Mario Procopio. Further, due to the fact that most costs
     incurred by Serge Monros in developing the patents represented
     research and development costs that were immediately expensed,
     the basis of the Patents has been limited to $38,500, the actual
     cash paid to Serge Monros under the initial agreement to acquire
     20% of SaVi Group.

     The Series A convertible preferred stock and the stock options
     issued under the Agreement could have a very significant future
     dilutive effect on stockholders.


                                        15

SAVI MEDIA GROUP, INC.
A Corporation in the Development Stage
NOTES TO UNAUDITED FINANCIAL STATEMENTS

---------------------------------------------------------------------------

4.   Convertible Debt and Short-Term Advances
     ----------------------------------------

     To obtain funding for its ongoing operations, the Company entered into
     a securities purchase agreement (the "Agreement") with an accredited
     investor (the "Investor") on May 5, 2005, for the sale of (i) $50,000
     of convertible debentures and (ii) warrants to buy 5,000,000 shares of
     its common stock at $1.09 per share. The Investor is obligated to
     provide the Company with an aggregate of at least $200,000 as follows:

     On May 5, 2005, the Company received $50,000 from the investor for
     purchases of the convertible debentures and warrants.

     On June 27, 2005, the Investor advanced the Company $50,000 for
     services provided to the Company by various professionals in
     connection with the agreement. The Company disbursed these funds on
     the effective date of the registration statement required under the
     Agreement.

     Subsequent to June 30, 2005, the Investor advanced the Company $50,000
     in connection with the Investors' commitment to advance the funds
     within five business days after the Company responds to its first
     round of SEC comments on its registration statement.The Investor
     advanced the Company an additional $50,000 upon effectiveness of the
     registration statement.

     The advances made to the Company, other than the $50,000 initially
     received for purchase of the convertible debentures and warrants, will
     be applied to the exercise price of warrants at the future discretion
     of the Investor. At June 30, 2005, the first $50,000 advance is
     presented as short-term advance in the consolidated balance sheet.

     The convertible debentures bear interest at 5 1/4%, mature two years
     from the date of issuance, and are   convertible   into shares of the
     Company's common stock, at the Investor's option. The convertible
     debentures are convertible into shares of the Company's based on the
     following formula: The Company will issue the number of shares of
     common stock equal to the principal amount of the debentures being
     converted multiplied by 110, less the product of the conversion price
     multiplied by 100 times the dollar amount of the debenture; and the
     product thereof shall be divided by the conversion price.  The
     conversion price for the convertible debentures is the lesser of (i)
     $0.75; (ii) eighty percent of the of the average of the three lowest
     volume weighted average prices during the twenty (20) trading days
     prior to the  conversion or (iii) eighty percent of the of the volume
     weighted  average on the trading day prior to conversion.  If the
     volume weighted average price is below $0.20 on a conversion date, the
     Company has the right to pre-pay the amount of the debenture the
     Investor elects to convert, plus accrued and unpaid interest, at 150%
     of such amount; however, if the Company elects to pre-pay in this
     situation, the Investor holder has the right to withdraw the notice of
     conversion.  Also, if the volume weighted average price is below $0.20
     at any point during a month, the Investor is not obligated to convert
     any portion of the debenture during that month.

                                        16

SAVI MEDIA GROUP, INC.
A Corporation in the Development Stage
NOTES TO UNAUDITED FINANCIAL STATEMENTS

---------------------------------------------------------------------------

4.   Convertible Debt and Short-Term Advances, continued
     ---------------------------------------------------

     Accordingly, there is in fact no limit on the number of shares into
     which the debenture may be converted.  In addition, the selling
     stockholder is obligated to exercise the warrant concurrently with the
     submission of a conversion notice by the selling stockholder.  The
     warrant is exercisable into 5,000,000 shares of common stock at an
     exercise price of $1.09 per share.

     The conversion provisions of the convertible debentures and the
     exercise provisions of the warrant are correlated so that the
     convertible debentures will be converted and the warrant exercised in
     like proportions.  The result is that in any month in which the
     Investor converts the 5% minimum it will also exercise the 5% minimum
     under the warrant, which will result in it purchasing common stock for
     $275,000  ($272,500 paid in cash and $2,500 of the convertible
     debentures principal converted).  In total, the conversion of the
     convertible debentures and exercise of the warrant could result in the
     Investor purchasing up to $5,500,000 of the Company's common stock
     ($5,450,000 paid in cash and $50,000 of the convertible debentures
     principal converted) under the Agreement.

     It is currently unlikely that the $5,500,000 available under the
     Agreement will ever be received because the Company's stock price has
     fallen substantially below $0.20 and the Agreement contains a
     provision that if at the time of a conversion/exercise, the conversion
     price would be less than $.20, then the Investor is not obligated to
     convert any portion of the convertible debenture or exercise any
     portion of the warrant for that month or the Company may opt to redeem
     the amount of principal that the Investor presents for conversion  at
     150% of face  value. These provisions will, in all likelihood, reduce
     the aggregate purchases under the convertible debentures and warrants.

     The conversion terms of the convertible debentures represent a
     beneficial conversion feature. The value of the beneficial conversion
     features associated with convertible debt was estimated to be $12,500
     and that value has been treated as a loan cost and is being amortized
     to interest expense over the term of the debt using the effective
     yield method.

     Following is an analysis of convertible debentures at June 30, 2005:

     Contractual balance                                         $  50,000

     Less un-amortized portion of beneficial conversion feature    (11,535)
                                                                 ----------

       Convertible debt                                          $  38,465
                                                                 ==========

                                        17

SAVI MEDIA GROUP, INC.
A Corporation in the Development Stage
NOTES TO UNAUDITED FINANCIAL STATEMENTS

---------------------------------------------------------------------------


5.   Long-Term Debt
     --------------

     On April 15, 2005, the Company entered into a $150,000 long-term debt
     agreement, bearing interest at 4% per year and due in April 2007. A
     total of 4,000,000 shares of the Company's common stock collateralized
     this long-term debt and the Company can fully discharge its obligation
     under the agreement by issuing the shares. The Company paid
     origination fees of $7,500 in connection with the long-term debt and
     those fees are being amortized to interest expense over the term of
     the debt using the effective yield method.

     Following is an analysis of long-term debt at June 30, 2005:

     Contractual balance                                        $  150,000

     Less un-amortized portion of beneficial conversion feature     (6,769)
                                                                -----------
          Long-term debt                                        $  143,231
                                                                ===========

6.   Stockholders' Equity
     --------------------

     Preferred Stock
     ---------------

     During the three months ended June 30, 2005, the Company set
     preferences for its Series A, B And C preferred stock. The Company is
     authorized to issue 30,000,000 shares of preferred stock, $0.01 par
     value per share. At June 30, 2005, the Company had 10,000,000 shares
     of series A preferred stock issued and outstanding and 5,040,000
     shares of series C preferred stock issued and outstanding.  The
     Company's preferred stock may be issued in series, and shall have such
     voting powers, full or limited, or no voting powers, and such
     designations, preferences and relative participating, optional or
     other special rights, and   qualifications, limitations or
     restrictions thereof, as shall be stated and expressed in the
     resolution or resolutions providing for the issuance of such stock
     adopted from time to time by the board of directors.

     The series A and series C preferred stock provides for conversion on
     the basis of 100 shares of common stock for each share of preferred
     stock converted, with conversion at the option of the holder or
     mandatory conversion upon restructure of the common stock and holders
     of the series A preferred stock vote their shares on an as-converted
     basis.  Holders of the series A preferred stock participates on
     distribution and liquidation on an equal basis with the holders of
     common stock.

     The series B preferred stock provides for conversion on the basis of
     10 shares of common stock for each share of preferred stock converted,
     with conversion at the option of the holder or mandatory conversion
     upon restructure of the common stock and holders of the series A
     preferred stock vote their shares on an as-converted basis.  Holders
     of the series B preferred stock participates on distribution and
     liquidation on an equal basis with the holders of common stock.

                                        18

SAVI MEDIA GROUP, INC.
A Corporation in the Development Stage
NOTES TO UNAUDITED FINANCIAL STATEMENTS
---------------------------------------------------------------------------

6.   Stockholders' Equity, continued
     -------------------------------

     Warrants
     --------

     In connection with the Agreement, the Investor was issued 5,000,000
     warrants to purchase shares of the Company's common stock. The
     warrants are exercisable until two years from the date of issuance at
     a purchase price of $1.09 per share.

     Options
     -------

     During April 2005, the Company granted a total of 250,000,000 options
     to Mario Procopio and Serge Monros as additional consideration for the
     assignment of the patent and services provided to us. The options were
     granted on April 6, 2005, are exercisable starting July 6, 2005, and
     expire on April 6, 2008. The options are exercisable at the rate of
     $250 for every one million shares of common stock ($0.00025 per
     share).

     Common Stock
     ------------

     Following is a description of transactions affecting stockholders
     equity in the six months ended June 30, 2005:

     -    The Company issued 24,610,839 shares of common stock and
          5,040,000 shares of Series C preferred stock to various
          individuals that provided consulting and other services to the
          Company and recognized compensation expense of $102,679,475
          related to those issuances.

     -    The Company issued 3,148,946 shares of common stock to under
          private placements of its common stock and received cash proceeds
          of $218,310.

     -    The Company cancelled 2,640,600 shares previously issued to
          consultants and investors.

7.   Related Party Transactions
     --------------------------

     During the three and six months ended June 30, 2005, the Company
     engaged in various related party transactions as follows:

     During the quarter ended June 30, 2005, the Company issued 4,000,000
     Series C preferred stock to the Chief Executive Officer and Chief
     Technology Officer of the Company and recognized $88,000,000 of
     compensation expense related to those issuances.

     During the quarter ended June 30, 2005, the Company issued 1,548,300
     shares of common stock to the Chief Technology Officer $479,973 of
     compensation expense related to those issuances.


                                        19

ITEM 2 -  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS
-------------------------------------------------------------------------

The following discussion should be read in conjunction with the unaudited
condensed consolidated financial statements and notes thereto set forth in
Item 1 of this Quarterly Report.  In addition to historical information,
this discussion and analysis contains forward-looking statements that
involve risks, uncertainties and assumptions, which could cause actual
results to differ materially from Management's expectations.  Factors that
could cause differences include, but are not limited to, expected market
demand for the Company's services, fluctuations in pricing for products
distributed by the Company and services offered by competitors, as well as
general conditions of the entertainment marketplace.

Overview

Business History

     We were originally incorporated as Energy Resource Management, Inc. on
August 13, 2002 and subsequently adopted name changes to Redwood Energy
Group, Inc. and Redwood Entertainment Group, Inc., upon completion of a
recapitalization on August 26, 2002. The re-capitalization occurred when we
acquired the non-operating entity of Gene-Cell, Inc. Gene-Cell had no
significant assets or operations at the date of acquisition and we 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 we used to recapitalize was originally
incorporated as Becniel and subsequently adopted name changes to Tzaar
Corporation, Gene-Cell, Inc., Redwood Energy Group, Inc., Redwood
Entertainment Group, Inc., and finally its current name, SaVi Media Group,
Inc.

Business Summary

     We are considered a development stage enterprise because we currently
have no significant operations, have not yet generated revenue from new
business activities and are devoting substantially all of our efforts to
business planning and the search for sources of capital to fund our
efforts.  We have acquired all rights to "blow-by gas and crankcase engine
emission reduction technology" which we intend to develop and market on a
commercial basis. The technology is a gasoline and diesel engine emission
reduction device which will allow us to sell to our customers a low-cost
and relatively more effective and efficient emission reduction and engine
efficiency for implementation in both new and presently operating
automobiles. The technology is designed and we believe that it will offer
better mileage and longer engine lifespan. The technology is also believed
to provide for dramatic reductions in harmful emissions in engines and
vehicles, a reduction in costs to do so as well as reducing all related
emission costs. The goal of the technology is to sell a commercially-viable
product which delivers superior emission reduction technology and operating
performance.

     We currently have the right to develop, produce, market and distribute
a new product which provides for increased fuel economy and reduced
emissions in automotive applications for both new and existing vehicles and
may be used in other non-automotive applications. The technology may be
sold internationally, but Los Angeles is our base of operations and the
United States will be our initial market. We plan to seek the rights to
develop and sell additional products and will seek strategic partnerships
with manufacturers and distributors in the various industries where our
products may be sold and to develop markets in other areas. Once
established domestically, we intend to formulate a plan to expand into
international markets.

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.

                                  20

     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.

Results of Operations

     During the period from inception, August 13, 2002, to June 30, 2005,
we have not generated any revenue from operations. As of June 30, 2005, we
have accumulated net losses in the development stage of $244,329,659 for
the period from inception, August 13, 2002, to June 30, 2005. Additionally,
at June 30, 2005, we are in a negative working capital position of $185,733
and a stockholders' deficit position $322,679. Our auditors have opined
that such matters raise substantial doubt about our ability to continue as
a going concern. 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 2005,
we will continue to pursue funding for our business. 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 June 30, 2005, we had limited operations and
we expect to require additional cash of approximately $5,000,000 over the
next twelve months. Those funds will be used 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

     As of June 30, 2005, total current assets were $51,392 consisting of
cash and cash equivalents.

     Total current liabilities were $237,125 as of June 30, 2005,
consisting of short term advance of $50,000, accounts payable and accrued
liabilities of $27,830 and accounts payable assumed in recapitalization of
159,295.

     We had a negative working capital of $185,733 as of June 30, 2005.

     We incurred net losses of $244,329,659 during the period from
inception, August 13, 2002, to June 30, 2005.  In addition, at June 30,
2005, we were in a negative working capital deficit of $185,733 and had a
stockholders' deficit of $322,679.  As a result, our independent registered
public accounting firm, in its report dated April 11, 2005, has expressed
substantial doubt about our ability to continue as a going concern.

                                21

     Our ability to continue as a going concern is dependent upon several
factors. These factors include our ability to:

     -    further implement our business plan;
     -    obtain additional financing or refinancing as may be required;
          and
     -    generate revenues.

     To obtain funding for our ongoing operations, we entered into a
Securities Purchase Agreement with an accredited investor on May 5, 2005,
and amended on May 5, 2005, for the sale of (i) $50,000 in convertible
debentures and (ii) warrants to buy 5,000,000 shares of our common stock.
This prospectus relates to the resale of the common stock underlying these
convertible debentures and warrants.

     The investor provided us with an aggregate of $200,000 as follows:

     -    $50,000 was disbursed to us on May 5, 2005;
     -    $50,000 was advanced to us and retained for services provided to
          our company by various   professionals, which was disbursed upon
          effectiveness of our registration statement; and
     -    $100,000 was advanced to us upon effectiveness of our
          registration statement.

     The debentures bear interest at 5 1/4%, mature two years from the date
of issuance, and are convertible into our common stock, at the selling
stockholder's option.  The convertible debentures are convertible into the
number of our shares of common stock equal to the principal amount of the
debentures being converted multiplied by 110, less the product of the
conversion price multiplied by 100 times the dollar amount of the
debenture; and the product thereof shall be divided by the conversion
price.  The conversion price for the convertible debentures is the lesser
of (i) $0.75; (ii) eighty percent of the of the average of the three lowest
volume weighted average prices during the twenty (20) trading days prior to
the conversion or (iii) eighty percent of the of the volume weighted
average on the trading day prior to conversion. If the volume weighted
average price is below $0.20 on a conversion date, we have the right to
pre-pay the amount of the debenture the holder elects to convert, plus
accrued and unpaid interest, at 150% of such amount; however, if we elect
to pre-pay in this situation, the debenture holder has the right to
withdraw the notice of conversion.  Also, if the volume weighted average
price is below $0.20 at any point during a month, the holder is not
obligated to convert any portion of the debenture during that month.
Accordingly, there is in fact no limit on the number of shares into which
the debenture may be converted. In addition, the selling stockholder is
obligated to exercise the warrant concurrently with the submission of a
conversion notice by the selling stockholder.  The warrant is exercisable
into 5,000,000 shares of common stock at an exercise price of $1.09 per
share.

     Golden Gate Investors has contractually committed to convert not less
than 5% of the original face value of the debenture monthly beginning the
month after the effective date of the Registration Statement.  Golden Gate
Investors is required to exercise warrants concurrently with the exercise
of a conversion notice under the debenture and is committed to exercise at
least 5% of the warrants per month after the effective date of the
Registration Statement.  In the event that Golden Gate Investors breaches
the minimum restriction on the debenture and warrant, Golden Gate will not
be entitled to collect interest on the debenture for that month. If Golden
Gate submits a conversion notice and the volume weighted average price is
less then $.20 per share, then we will be entitled to prepay the portion of
the debenture that is being converted at 150% of such amount.  If we elect
to prepay, then Golden Gate may withdraw its conversion notice.

     The conversion provisions of the convertible debentures and the
exercise provisions of the warrant are correlated so that the convertible
debentures will be converted and the warrant exercised in like proportions.
The result is that in any month in which the holder converts the 5% minimum
it will also exercise the 5% minimum under the warrant, which will result
in it purchasing common stock for $275,000 ($272,500 paid in cash and
$2,500 of the convertible debentures principal converted).  In total, the
conversion of the convertible debentures and exercise of the warrant will
result in Golden Gate purchasing our common stock for up to $5,500,000
($5,450,000 paid in cash and $50,000 of the convertible debentures
principal converted) during the period between the effective date of the
registration statement and May 5, 2007.

                                 22

         There are two conditions that may reduce the aggregate purchase
price paid by Golden Gate below $5,500,000:

         1. The conversion and exercise provisions of the securities
         provide that at no time may Golden Gate acquire ownership of more
         that 9.99% of our outstanding common stock; or

         2. If at the time of a conversion/exercise, the conversion price
         would be less than $.20, then (a) Golden Gate is not obligated to
         convert any portion of the convertible debenture or exercise any
         portion of the warrant for that month or (b) we may opt to redeem
         the amount of principal that the holder presents for conversion
         at 150% of face value, either of which events would reduce the
         aggregate purchases under the convertible debentures and
         warrants.

         Golden Gate has further contractually agreed to restrict its
ability to convert the debenture or exercise their warrants and receive
shares of our common stock such that the number of shares held by the
Holder and its affiliates after such conversion or exercise does not exceed
9.99% of the then issued and outstanding shares of our common stock.

         We believe that we can operate at our current level of liquidity
for the next twelve months. In addition to the money raised pursuant to the
Securities Purchase Agreement, we believe it is imperative that we raise an
additional $5,500,000 of capital in order to implement our business plan.
We are attempting to raise additional funds through debt and/or equity
offerings. We intend to use any funds raised to pay down debt and to
provide us with working capital. There can be no assurance that any new
capital would be available to us or that adequate funds for our operations,
whether from our revenues, financial markets, or other arrangements will be
available when needed or on terms satisfactory to us. Any additional
financing may involve dilution to our then-existing shareholders. At this
time, no additional financing has been secured or identified. We have no
commitments from officers, directors or affiliates to provide funding. If
we are unable to obtain debt and/or equity financing upon terms that we
deem sufficiently favorable, or at all, it would have a materially adverse
impact upon our ability to pursue our business strategy and maintain our
current operations. As a result, it may require us to delay, curtail or
scale back some or all of our operations. We do not currently have
commitments for capital at this time.

Off-Balance Sheet Arrangements

         We do not have any off-balance sheet arrangements that have or
are reasonably likely to have a current or future effect on our financial
condition or results of operations.

         There were no recent accounting pronouncements that have had or
are likely to have a material effect on our financial position or results
of operations.


                                   23

ITEM 3   CONTROLS AND PROCEDURES

a) Evaluation of Disclosure Controls and Procedures: As of June 30, 2005,
our management carried out an evaluation, under the supervision of our
Chief Executive Officer and Chief Financial Officer of the effectiveness
of the design and operation of our system of disclosure controls and
procedures pursuant to the Securities and Exchange Act, Rule 13a-15(e) and
15d-15(e) under the Exchange Act). Based on that evaluation, our chief
executive officer and chief financial officer concluded that our disclosure
controls and procedures are not effective to ensure that information
required to be disclosed in the repots we file under the Exchange Act is
recorded, processed, summarized and reported on a timely basis. Please see
the subsection "Significant Deficiencies In Disclosure Controls And
Procedures Or Internal Controls" below.

b) Except for changes in controls described below, there were no changes
in internal controls over financial reporting that occurred during the
period covered by this report that have materially affected, or are
reasonably likely to materially effect, our internal control over financial
reporting. As described below, as a result of our evaluation of our
disclosure controls and procedures as of June 30, 2005, we determined that
our controls and procedures are not effective and subsequent to the period
of this report, began to implement changes to our internal controls.


Significant Deficiencies In Disclosure Controls And Procedures Or
Internal Controls

Since September 29, 2004, we issued options and preferred stock that may
potentially require an issuance of shares greater than the number of
shares that we currently are authorized to issue. By issuing these
securities, we have exhausted our 1,000,000,000 authorized shares of
common stock and cannot meet any equity-based obligations entered into
since September 2004 without shareholder approval for an increase in
the number of authorized shares.  Our management, which is responsible
for these issuances of securities, discovered that it could potentially
exceed its authorized shares of common stock in June 2005.  This discovery
was made in connection with the drafting of a registration statement
registering shares underlying convertible debentures and warrants issued
pursuant to a financing transaction in May 2005. As defined by the Public
Company Accounting Oversight Board Auditing Standard No.2, a material
weakness is a significant control deficiency or a combination of
significant control deficiencies that result in there being more than a
remote likelihood that a material misstatement in the annual or interim
financial statements will not be prevented or detected.

Upon discovery of this situation, we have taken affirmative steps to ensure
that this does not occur again. Such steps include (i) ceasing to issue any
new common shares, (ii) obtaining written confirmation from holders of
outstanding options and preferred stock that they will not present such
securities for exercise and/or conversion until the Company increases its
authorized shares of common stock to at least 3,000,000,000; (iii)
conducting a complete review of all securities of the Company currently
outstanding, (iv) proceeding to seek shareholder approval to increase the
number of authorized shares so as to satisfy the shares that may potentially
be required to be issued should the holders of the Company's options,
warrants and other convertible securities elect to exercise and/or convert
such securities into common stock, (v) proceeding to seek shareholder
ratification of the issuances of securities that may cause the Company to
exceed its authorized share limit and (vi) instituting controls and procedures
to prevent the issuance of securities in excess of its authorized
capitalization.

The additional controls and procedures that we have instituted include
maintaining a separate log for all the issuances of stock and securities
convertible into shares of common stock, which will be reviewed prior to any
issuance to confirm that there are enough shares of common stock issuable upon
issuance or conversion and updating the log book upon each new issuance of
common stock or securities convertible into common stock.

We believe that these actions will correct the material deficiencies and
significant weaknesses in our controls and procedures and we expect that these
controls will be effective  no later than the year ended December 31, 2005.






                                   24

PART II - OTHER INFORMATION


ITEM 1   LEGAL PROCEEDINGS

From time to time, we may become involved in various lawsuits and legal
proceedings which arise in the ordinary course of business. However,
litigation is subject to inherent uncertainties, and an adverse result in
these or other matters may arise from time to time that may harm our
business. we are currently not aware of any such legal proceedings or
claims that we believe will have, individually or in the aggregate, a
material adverse affect on our business, financial condition or operating
results.

ITEM 2   UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS

To obtain funding for our ongoing operations, we entered into a Securities
Purchase Agreement with an accredited investor on May 5, 2005, and amended
on May 5, 2005, for the sale of (i) $50,000 in convertible debentures and
(ii) warrants to buy 5,000,000 shares of our common stock.  This prospectus
relates to the resale of the common stock underlying these convertible
debentures and warrants.

The investor provided us with an aggregate of $200,000 as follows:

     -    $50,000 was disbursed to us on May 5, 2005;
     -    $50,000 was advanced to us and retained for services provided to
          our company by various   professionals, which was disbursed upon
          effectiveness of our registration statement; and
     -    $100,000 was advanced to us upon effectiveness of our
          registration statement.

Funds advanced to us will be applied to the exercise price of warrants that
the investors shall exercise in the future at their discretion.

The debentures bear interest at 5 1/4%, mature two years from the date of
issuance, and are convertible into our common stock, at the selling
stockholder's option.  The convertible debentures are convertible into the
number of our shares of common stock equal to the principal amount of the
debentures being converted multiplied by 110, less the product of the
conversion price multiplied by 100 times the dollar amount of the
debenture; and the product thereof shall be divided by the conversion
price.  The conversion price for the convertible debentures is the lesser
of (i) $0.75; (ii) eighty percent of the of the average of the three lowest
volume weighted average prices during the twenty (20) trading days prior to
the conversion or (iii) eighty percent of the of the volume weighted
average on the trading day prior to conversion. If the volume weighted
average price is below $0.20 on a conversion date, we have the right to
pre-pay the amount of the debenture the holder elects to convert, plus
accrued and unpaid interest, at 150% of such amount; however, if we elect
to pre-pay in this situation, the debenture holder has the right to
withdraw the notice of conversion.  Also, if the volume weighted average
price is below $0.20 at any point during a month, the holder is not
obligated to convert any portion of the debenture during that month.
Accordingly, there is in fact no limit on the number of shares into which
the debenture may be converted. In addition, the selling stockholder is
obligated to exercise the warrant concurrently with the submission of a
conversion notice by the selling stockholder.  The warrant is exercisable
into 5,000,000 shares of common stock at an exercise price of $1.09 per
share.

The selling stockholder has contractually agreed to restrict its ability to
convert or exercise its warrants and receive shares of our common stock
such that the number of shares of common stock held by them and their
affiliates after such conversion or exercise does not exceed 9.99% of the
then issued and outstanding shares of common stock.   See the "Selling
Stockholders" and "Risk Factors" sections for a complete description of the
convertible debentures.

In the event that the registration statement is not declared effective by
the required deadline, Golden Gate may demand repayment of the debenture of
150% of the face amount outstanding, plus all accrued and unpaid interest,
in cash. If the repayment is accelerated, we are also obligated to issue to
Golden Gate 50,000 shares of common stock and $15,000 for each 30 day
period, or portion thereof, during which the face amount, including
interest thereon, remains unpaid.  If Golden Gate does not elect to
accelerate the debenture, we are required to immediately issue to Golden
Gate 50,000 shares of common stock and $15,000 for each 30 day period, or
portion thereof, during which the face amount, including interest thereon,
remains unpaid.

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ITEM 3   DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5   OTHER INFORMATION

None.

ITEM 6   EXHIBITS

          31.1 - Certification of Chief Executive Officer pursuant to Rule
          13a-14 and Rule 15d-14(a), promulgated under the Securities and
          Exchange Act of 1934, as amended

          31.2 - Certification of Chief Financial Officer pursuant to Rule
          13a-14 and Rule 15d 14(a), promulgated under the Securities and
          Exchange Act of 1934, as amended

          32.1 - Certification pursuant to 18 U.S.C. Section 1350, as
          adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
          (Chief Executive Officer)

          32.2 - Certification pursuant to 18 U.S.C. Section 1350, as
          adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
          (Chief Financial Officer)





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                                 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.


                                SAVI MEDIA GROUP, INC.

Date:  October 12, 2005     By: /s/ MARIO PROCOPIO
                                -----------------------------------------
                                Mario Procopio
                                President, Chief Executive Officer
                                (Principal Executive Officer) and
                                Chairman of the Board of Directors

Date:  October 12, 2005     By: /s/ GEORGE HUKRIEDE
                                -----------------------------------------
                                George Hukriede
                                Chief Financial Officer
                                (Principal Financial Officer and
                                Principal Accounting Officer)

















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