UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  Form 10-KSB/A

(Mark One)

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

                                     For the fiscal year ended December 31, 2005
                                                               -----------------

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

                For the transition period from ______________ to________________

                                                Commission file number 000-29462

                              110 MEDIA GROUP, INC.
                              ---------------------
                         (Name of small business issuer)

                  Delaware                               13-4127624
                  --------                               ----------
       (State of other jurisdiction                   (I.R.S. Employer
     of incorporation or organization)               Identification No.)

100 West Lucerne Circle, Suite 600, Orlando, Florida       32801
----------------------------------------------------       -----
(Address of principal executive offices)                (Zip Code)

       Registrant's telephone number, including area code: (407) 540-0452


   Securities registered under
Section 12(b) of the Exchange Act:

        Title of each class            Name of each exchange on which registered

               None
----------------------------------     -----------------------------------------

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

Securities registered under Section 12(g) of the Exchange Act:

                          Common Stock Par Value $.001
--------------------------------------------------------------------------------
                                (Title of class)


--------------------------------------------------------------------------------
                                (Title of class)

Check whether the issuer is not required to file reports pursuant to Section 13
or 15(d) of the Exchange Act. |X|

Note - Checking the box above will not relieve any registrant required to file
reports pursuant to Section 13 or 15(d) of the Exchange Act from their
obligations under those Sections.

<PAGE>

      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 |_|

      Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. |X|

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

      State issuer's revenues for its most recent fiscal year. $163,233

      The aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold was approximately $2,647,889 based upon the average bid and asked price
of $1.35 as reported by the OTC Bulletin Board as of April 18, 2006.

      The Company had 13,403,892 shares of common stock outstanding, as of April
14, 2006.


                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None


Transitional Small Business Disclosure Format (Check one): Yes [ ] No [x]




<PAGE>

                                Explanatory Note

      110 Media Group, Inc (the "Company") is filing this Form 10-K/A to amend
Part III, Items 10, 11, 12, 13 and 14 of the Form 10-KSB for the fiscal year
ended December 31, 2005, which was previously filed with the Securities and
Exchange Commission (the "SEC") on April 19, 2006 (the "Form 10-K"), to include
information that was to be incorporated by reference from its definitive proxy
statement in connection with its annual meeting pursuant to Regulation 14A of
the Securities Exchange Act of 1934, as amended. In addition, the cover page and
the list of exhibits of the Form 10-KSB have been updated and amended.

      As a result of this amendment, the Company is also filing as exhibits to
this Form 10-KSB/A the certifications required under Section 302 of the
Sarbanes-Oxley Act of 2002. Because no financial statements are contained within
this Form 10-K/A, the Company is not including certifications pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.

      Except for the amendments described above, this Form 10-KSB/A does not
modify or update the disclosures in, or exhibits to, the Form 10-KSB.



<PAGE>

                                    PART III

ITEM 9: DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT

Each director shall be elected or the term of one year and until his successor
is elected and qualified, or until his earlier resignation, death, or removal.
There are currently two vacancies on the board which may be filled by the sole
director or by vote of the company's shareholders. Officers of the Company serve
at the discretion of the Board of Directors. As of March 31, 2006, our executive
officers and directors are as follows:

Name                   Age     Position                      Appointed
----                   ---     --------                      ---------

William Mobley         43      Chairman and
                               Chief Executive Officer       December  22, 2005
Andre Ford             36      President                     December  22, 2005
Darren Cioffi          40      Chief Financial Officer       September 16, 2004

WILLIAM MOBLEY

William Mobley, currently Chief Executive Officer, and Chairman of the Board.
William Mobley founded and has served as the Chairman of the Board and Chief
Executive Officer of Global Portals Online, Inc. since 2001. Mr. Mobley is also
the founder, Chairman of the Board and Chief Executive Officer of Nextelligence,
Inc., a privately held company, which provides various levels of assistance to
dynamic Internet entrepreneurs. Nextelligence transforms these entrepreneurs'
concepts into successful enterprises.

Mr. Mobley previously founded and served as the Chairman of MegaMedia Networks,
Inc., an Internet broadcasting and distribution company that delivered popular
music, sports and entertainment through its online portal, MegaChannels.com. Mr.
Mobley also founded and served as President of World Commerce Online, Inc. from
1994-1999, a recognized leader in e-commerce business-to-business and industry
based solutions.

ANDRE FORDE

Andre Forde, President of 110 Media Group, Inc. Andre Forde currently serves as
Director and President of Global Portals Online, Inc. formerly Personal Portals
Online, Inc. He conceived the idea of Personal Portals in December 1999 upon
departure from ImageCafe www.imagecafe.com (acquired by Network Solutions, Inc.,
a VeriSign, Inc. company in Nov. 1999 for $25M.) where he was the Founder and
visionary of that company. Forde sought William Mobley's interest to partner on
Personal Portals Online, compounded by a need to develop a more extensive
"consumer version" of Image Cafe and together founded Personal Portals Online,
Inc. in April 2000.

Prior to Image Cafe, Forde worked with Mobley on commercial designs for World
Commerce Online and various other brand organizations. Forde has been in the
technology industry since 1988 developing interactive multimedia applications
for IBM, AT&T, MCI, NASA, and various other Fortune 500 companies.


<PAGE>

Forde attended Morgan State University in Baltimore and was sponsored by NASA to
study Electrical Engineering, but found the profession didn't allow him to be
artistically creative. He changed his major to Mass Communications so he could
hone his abilities in interactive design and communications, and balanced his
creative abilities with a minor in Physics and Math.

DARREN CIOFFI

Mr. Cioffi was appointed the Company's Chief Financial Officer on September 16,
2004. Mr. Cioffi, established Cioffi Business Management Services in 2001.
Cioffi Business Management Services is a management consulting firm engaged in
offering consulting and management services to established as well as startup
companies. From 2000 to 2001 Mr. Cioffi was Chief Operating Officer of
Thinkersgroup.com, where he was responsible for the development and
implementation of the organizational structure as well as day-to-day operations.
From 1998 to 2000 Mr. Cioffi was Vice President of Consulting Services for Total
Business Solutions, where he specialized in the implementation and sales of
Customer Relationship Management and Back office Accounting Solutions through
one on one and group collaboration with Total Business Solutions clients. From
1995 - 1998, he served as Controller and Vice President of Sales for Comptech
Resources. While at Comptech, he helped the Company earn the distinction as the
first Platinum reseller of GoldMine software on Long Island. He also developed
Long Island's first GoldMine authorized training center. In October 1998,
following Paratech Resources, Inc.'s acquisition of Comptech, Mr. Cioffi was
named General Manager of Consulting Services. He also spent two years in public
accounting for the firm of Pannell Kerr Forster and served as Assistant
Controller for the Seafield Center from 1991-1995. Mr. Cioffi earned a BS in
Accounting from Long Island University. He is also a member of the National
Society of Accountants and is accredited by the Accreditation Council for
Accounting & Taxation, Inc.

Directors' Compensation

We have a policy of not granting fees to directors who attend a regularly
scheduled or special board meeting, however, we may reimburse out-of-state
directors for their cost of travel and lodging to attend such meeting.

Code of Ethics

We have adopted a Code of Ethics and Business Conduct for our officers and
directors and a Code of Ethics for Financial Executives that applies to all of
our executive officers, directors and financial executives. Copies of these
codes we filed as exhibits to our Form 10-KSB report for the year ended December
31, 2003.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers and persons who own more than ten percent of a
registered class of the Company's equity securities to file with the Securities
and Exchange Commission initial reports of ownership and reports of changes in
ownership of common stock and other equity securities of the Company. Officers,
directors and greater than ten percent shareholder are required by SEC
regulation to furnish the Company with copies of all Section 16(a) forms they
file.

<PAGE>

To the Company's knowledge, based solely on review of the copies of such reports
furnished to the Company and written representations that no other reports were
required, during the fiscal year ended December 31, 2005 all Section 16(a)
filings requirements applicable to its officers, directors and greater than ten
percent beneficial owners were complied with.

Meetings

During the fiscal year ended December 31, 2005, the board met informally 5 times
and all directors attended the meeting. The board also took action by written
consent.

Report of the Audit Committee

Our Audit Committee currently has only one member, William Mobley, CEO and or
sole director.

The Audit Committee serves in an oversight capacity and is not intended to be
part of the Company's operational or managerial decision-making process.
Management is responsible for preparing the consolidated financial statements,
and its independent auditors are responsible for auditing those statements. The
Audit Committee's principal purpose is to monitor these processes.

In this context, our director met and held discussions with our Chief Financial
Officer and the independent auditors. The CFO represented to the director that
the Company's consolidated financial statements were prepared in accordance with
generally accepted accounting principles applied on a consistent basis. They
also discussed with the independent auditors matters required to be discussed by
Statement on Auditing Standards No. 61 (Communication With Audit Committees), as
amended.

They discussed with the independent auditors the auditors' independence from the
Company and its management, including the matters, if any, in the written
disclosures required by Independence Standards Board Standard No. 1
(Independence Discussions with Audit Committees). They also considered whether
the independent auditors' provision of audit and non-audit services to the
Company is compatible with maintaining the auditors' independence.

They discussed with the Company's independent auditors the overall scope and
plans for their audit. They met with the internal and independent auditors, with
and without management present, to discuss the results of their examinations,
the evaluations of the Company's internal controls, disclosure controls and
procedures and the overall quality and integrity of the Company's financial
reporting.

Based on the reviews and discussions referred to above, they have recommended to
the Board, and the Board has approved, that the audited financial statements be
included in the Company's Annual Report on Form 10-KSB for the year ended
December 31, 2005, for filing with the Securities and Exchange Commission.

Member of the Audit Committee

William Mobley

<PAGE>

ITEM 10: EXECUTIVE COMPENSATION

Summary Compensation Table

The Summary Compensation Table shows certain compensation information for
services rendered in all capacities for the fiscal years ended December 31,
2003, 2004 and 2005. Other than as set forth herein, no executive officer's
salary and bonus exceeded $100,000 in any of the applicable years. The following
information includes the dollar value of base salaries, bonus awards, the number
of stock options granted and certain other compensation, if any, whether paid or
deferred.




SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>

                                                                                                    Long Term
                                                                                                    Compensation
                                                                                                    ------------
                                           Annual Compensation
                                           -------------------                                      Options/SARS
                                           Fiscal Year Ended                                        ------------
Name and Principal Position                December 31            Salary ($)        Bonus ($)       (#)
---------------------------                -----------            ----------        ---------       ---

<S>                                        <C>                    <C>               <C>                  <C>
Raymond Barton (1)                         2005                   $ 59,038          $ 14,400            -0-
Chief Executive Officer                    2004                   $ 63,938          $ 10,500            -0-
                                           2003                   $  5,769          $      0            -0-

William Mobley(2)                          2005                   $ 63,938          $ 10,500            -0-
Chief executive Officer                    2004                   $  5,769          $      0            -0-
                                           2003                   $      0          $      0            -0-

Darren Cioffi (3)                          2005                   $ 65,000          $ 20,000            -0-
Chief Financial Officer                    2004                   $ 17,500          $ 10,000            -0-
                                           2003                   $      0          $      0            -0-

Andre Ford (4)                             2005                   $  2,630          $      0            -0-
President                                  2004                   $      0          $      0            -0-
                                           2003                   $      0          $      0            -0-
</TABLE>

(1)   Mr. Barton resigned as the Company's Chief Executive Officer on August 19,
      2005.
(2)   Mr. Mobley became the Company's Chief Executive Officer on December 22,
      2005.
(3)   Mr. Cioffi became the Company's Chief Financial Officer on September 16,
      2004.
(4)   Mr. Ford became the Company's President on December 22, 2005.

<PAGE>

Employment Agreements

On February 15, 2005, the Company entered into an amended employment with
Raymond Barton, the Company's then CEO and Chairman. Mr. Barton's amended
agreement is for an initial period of three years, ending on February 15, 2008.
The agreement is automatically extended for up to two additional twelve month
terms unless either party gives the other 60 days prior notice that it elects
not to extend the agreement. Under the Agreement, Mr. Barton receives a base
salary of $95,000 per year. In addition to his base salary, Mr. Barton is
entitled to a quarterly bonus of 20% of the Company's revenues, to a maximum of
$20,000 per quarter. Mr. Barton also received as a signing bonus 40,000 shares
of the Company's common stock. These shares were issued pursuant to the
Company's 2003 Equity Incentive Plan. Mr. Barton is also entitled to participate
in any management bonus plan and entitled to such benefits, health insurance and
vacations which are to be provided to other senior executives of the Company. As
part of the agreement, Mr. Barton has agreed to not disclose material
information of the Company, agreed not to compete with us, not to solicit our
employees and to protect our confidential information. On August 19, 2005 these
agreements were terminated in connection with the disposition of the wholly
owned subsidiary.

On February 15, 2005, the Company entered into an amended employment with
Timothy Schmidt, the Company's President and Director. Mr. Schmidt's amended
agreement is for an initial period of three years, ending on February 15, 2008.
The agreement is automatically extended for up to two additional twelve month
terms unless either party gives the other 60 days prior notice that it elects
not to extend the agreement. Under the agreement, Mr. Schmidt receives a base
salary of $95,000 per year. In addition to his base salary, Mr. Schmidt is
entitled to a quarterly bonus of 20% of the Company's revenues to a maximum of
$20,000 per quarter. Mr. Schmidt also received as a signing bonus 40,000 shares
of the Company's common stock. These shares were issued pursuant to the
Company's 2003 Equity Incentive Plan. Mr. Schmidt is also entitled to
participate in any management bonus plan and entitled to such benefits, health
insurance and vacations which are to be provided to other senior executives of
the Company. As part of the agreement, Mr. Schmidt has agreed to not disclose
material information of the Company, agreed not to compete with us, not to
solicit our employees and to protect our confidential information. On August 19,
2005 these agreements were terminated in connection with the disposition of the
wholly owned subsidiary.

On September 16, 2004, the Company entered into a Consulting Agreement with
Cioffi Business Management Services. The Consulting Agreement was for an initial
term of three (3) months. During the term of this agreement, the principal
shareholder of the consultant, Mr. Darren Cioffi, acted as the Company's interim
Chief Financial Officer. During the initial three months, the Company
compensated the Consultant $15,000 as well as issued the Consultant 50,000
shares of its common stock.

On February 8, 2005, the Company entered into a new Consulting Agreement with
the consultant for a six (6) month term commencing as of December 16, 2004
("Second Term"). During the Second Term, the Company has agreed to compensate
the consultant $30,000 and issued Mr. Cioffi 100,000 shares of its common stock
under the Company's 2003 Equity Incentive Plan.

On January 2, 2006 the Company entered into a consulting agreement with Cioffi
Business Management Services "CBMS". The consulting agreement is for an initial
term of six (6) months. The Company has agreed to compensate CBMS $30,000 as
well as issue the consultant 30,000 shares of its common stock for the initial
six (6) month term. During the term of the consulting agreement, the principal
shareholder of the consultant, Mr. Darren J. Cioffi, will act as the Company's
Chief Financial Officer.

<PAGE>

On October 5, 2004 the Company entered into an employment agreement (the
"Agreement") with Mark Figula. The term of the Agreement is for three (3) years
commensurate on October 1, 2004. Mr. Figula will serve as the Company's Vice
President of Business Development.

During the term of the Agreement, the Company shall pay Mr. Figula an annual
salary of One Hundred Fifty Thousand Dollars ($150,000.00). Mr. Figula shall
also be entitled to a quarterly bonus equal to 10% of the Company's net
operating income for any fiscal quarter. Such bonus shall be increased to 15% in
the event the Company achieves net quarterly operating income in excess of
$250,000 for any fiscal quarter.

Pursuant to the Agreement, the Company issued to Mr. Figula Two Million Five
Hundred Thousand (2,500,000) shares of its common stock. The shares are subject
to cancellation based on the following schedule in the event the Agreement is
terminated by (i) Mr. Figula voluntarily and without cause; (ii) mutual
agreement between Mr. Figula and the Company, or (iii) by the Company for cause
(as defined in the Agreement). Shares subject to cancellation:

During first 6 months:                       1,875,000
From 6 months to 12 months:                  1,250,000
From 12 months to 18 months:                   625,000

In addition, the shares of common stock issued to Mr. Figula have "piggy-back"
registration rights.

On October 2005 the Company terminated the employment of Mark Figula for cause.
In addition, the Company has notified its transfer agent to place a "stop
transfer" on the 166,667 shares of common stock issued to Mr. Figula upon
signing his employment agreement.

On December 22, 2005 the Company entered into an employment agreement with
William Mobley. The term of the agreement is for five (5) years commencing on
December 22, 2005. Mr. Mobley will serve as the Company's Chairman of the Board.
During the term of the agreement, the Company shall pay Mr. Mobley an annual
salary of $120,000 with adjustments governed by the Consumer Price Index and
determined by the Company's certified public accountants. Mr. Mobley shall also
be entitled to a performance bonus to be determined by the Board of Directors.

On December 22, 2005 the Company entered into an employment agreement with Andre
Forde. The term of the agreement is for five (5) years commencing on December
22, 2005. Mr. Ford will serve as the Company's President. During the term of the
agreement, the Company shall pay Mr. Forde an annual salary of $120,000 with
adjustments governed by the Consumer Price Index and determined by the Company's
certified public accountants. Mr. Mobley shall also be entitled to a performance
bonus to be determined by the Board of Directors.

<PAGE>

                             OPTION/SAR GRANTS TABLE

                    Option/SAR Grants in the Last Fiscal Year
                                Individual Grants

<TABLE>
<CAPTION>
                                                                     % of Total
                                                                     Options/SARs        Exercise
                                                                     Granted to          or Base
                                 Fiscal        Options/SARs          Employees in        Price          Expiration
Name                             Year           Granted (#)          Fiscal Year         ($/Sh)            Date
----                             ----           -----------          -----------         ------            ----
<S>                              <C>               <C>                   <C>                <C>            <C>
William Mobley                   2005             -0- (1)                0.0%               $0              --
Chairman of the Board
and Chief Executive Officer

Andre Forde                      2005             -0- (1)                0.0%               $0              --
President

Darren Cioffi                    2005             -0- (1)                0.0%               $0              --
Chief Financial Officer
</TABLE>



(1) No options were granted during fiscal year 2005.



<PAGE>

                  OPTION/SAR EXERCISES AND YEAR-END VALUE TABLE

AGGREGATED OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUE

<TABLE>
<CAPTION>



                                                                                                         Value of
                                                                                   Number of             Unexercised
                                                    Shares                         Unexercised           In-the-Money
                                                    Acquired on                    Options/SARs          Options/SARs at
                                                    Exercise          Value        at FY-End (#)         FY-End ($)(1)
                                     Fiscal         (#)            Realized ($)    Exercisable/          Exercisable/
Name                                 Year           ---                     ---    Unexercisable         Unexercisable
----                                 ----                                          -------------         -------------
<S>                                  <C>               <C>              <C>        <C>                   <C>
William Mobley                       2005             -0-               $0         (E)-0-/(U)-0-         (E)$0 /(U) $0
Chairman of the Board
and Chief Executive Officer

Andre Forde                          2005             -0-               $0         (E)-0-/(U)-0-         (E)$0 /(U) $0
President

Darren Cioffi                        2005             -0-               $0         (E)-0-/(U)-0-         (E)$0 /(U) $0
Chief Financial Officer
</TABLE>


(1) There were no outstanding options held by any of our officers or directors
during the fiscal year ended December 31, 2005. Based upon the closing price of
our common stock of $1.35 per share as reported on the NASDAQ OTC Bulletin Board
as of December 31, 2005.

ITEM 11: SECURITY OWNERSHIP OF CERTAIN OWNERS AND MANAGEMENT

The following table sets forth, as of March 31, 2006, information with respect
to the securities holdings of all persons which we, pursuant to filings with the
Securities and Exchange Commission, have reason to believe may be deemed the
beneficial owners of more than 5% of our outstanding common stock. Also set
forth in the table is the beneficial ownership of all shares of our outstanding
stock, as of such date, of all officers and directors, individually and as a
group.

                                    Amount of Beneficial   Percent of Beneficial
                                    Ownership (1)               Ownership (2)
                                    --------------------   ---------------------

Name and Address

Nextelligence, Inc.                 2,858,734 (2)                21.32%
612 East Central Blvd.
Orlando, Florida  32801

Michele Mobley                      2,355,220 (3)                17.57%
11525 Swift Water Circle
Orlando, Florida  32817

Gary D. Lipson                      1,649,954 (4) (5)            12.30%
390 North Orange Avenue
Suite 1500

<PAGE>

Orlando, Florida  32801

J.P. Carolan, III                   1,171,660 (5) (6)            8.74%
390 North Orange Avenue
Suite 1500
Orlando, Florida  32801

William A. Mobley, Jr.              5,213,954 (2) (3)            38.89%
100 West Lucerne Circle
Suite 600
Orlando, Florida  32801

Andre L. Forde                      981,342                      7.32%
100 West Lucerne Circle
Suite 600
Orlando, Florida  32801

Darren Cioffi                       38,833                       0.29%
31 West Main Street
Patchogue, NY  17772

All Officers and Directors
as a Group (4 persons)              9,055,743                    67.56%

(1)   Based upon 13,403,892 shares of Common Stock issued and outstanding on
      April 14, 2006.

(2)   William A. Mobley, Jr. is the Chairman of the Board and Chief
Executive Officer of Nextelligence, Inc. and, in such capacities, has the sole
authority to the vote all of the shares of Common Stock legally or beneficially
owned by Nextelligence, Inc.

(3)   William A. Mobley, Jr. and Michelle Mobley own jointly 2,355,220
shares of Common Stock and share the authority to vote such shares of Common
Stock.

(4)   Gary D. Lipson is the sole manager of an entity which holds 556,801
shares of Common Stock. In such capacity, he has the sole authority to vote all
of the shares of Common Stock so held.

(5)   Gary D. Lipson and J.P. Carolan, III are managers of two entities
which hold an aggregate of 1,093,153 shares of Common Stock. Either of Mr.
Lipson or Mr. Carolan acting alone has the authority to vote the shares of
Common Stock held by such entities.

(6)   J. P. Carolan, III holds individually 78,507 shares of Common Stock.

<PAGE>

ITEM 12: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

NEXTELLIGENCE, INC. William A. Mobley, Jr., the Chairman of the Board and Chief
Executive Officer of the Company, and the founder, Chairman of the Board and
Chief Executive Officer of Global Portals, a wholly-owned subsidiary of the
Company, is also the founder, Chairman of the Board and Chief Executive Officer
of Nextelligence, Inc. Nextelligence, Inc. is the beneficial owner of 2,858,734
shares of Common Stock, constituting approximately 19.99% of the total number of
issued and outstanding shares of Common Stock.

      At September 30, 2005, Global Portals, a wholly-owned subsidiary of the
Company, was indebted to Nextelligence, Inc. in the amount of $900,000.00. On
that date, Global Portals issued and sold to Nextelligence, Inc. 7,282,720
shares of common stock of Global Portals in exchange for the cancellation of
$655,444.80 of such $900,000.00 indebtedness of Global Portals. In connection
with the completion of the transactions contemplated by the Agreement and Plan
of Share Exchange, these 7,282,720 shares of common stock of Global Portals were
exchanged for 2,858,734 shares of Common Stock.

      At December 31, 2005, Global Portals was indebted to Nextelligence, Inc.
in the amount of $244,556 (not including accrued interest). This indebtedness
bears interest at the rate of 6% per annum, and is secured by a security
interest on all of the assets of Global Portals. This indebtedness, together
with all interest accrued thereon, is due and payable on January 2, 2007.

      On August 15, 2005, Global Portals and Nextelligence, Inc. entered into a
Web Hosting and Reseller Agreement. Pursuant to this agreement, Nextelligence,
Inc. markets and sells certain services provided by Global Portals. During 2005,
Global Portals nothing was earned by Nextelligence, Inc in commissions for the
services marketed and sold by Nextelligence, Inc.

      WILLIAM A. MOBLEY, JR. At December 31, 2005, Global Portals was indebted
to William A. Mobley, Jr. in the amount of $744,006 (not including accrued
interest). This indebtedness bears interest at the rate of 6% per annum, and is
secured by a security interest on all of the assets of Global Portals. This
indebtedness, together with all interest accrued thereon, is due and payable on
January 2, 2007.

      ANDRE L. FORDE. At December 31, 2005, Global Portals was indebted to Andre
L. Forde in the amount of $263,503 (not including accrued interest). This
indebtedness bears interest at the rate of 6% per annum, and is secured by a
security interest on all of the assets of Global Portals. This indebtedness,
together with all interest accrued thereon, is due and payable on January 2,
2007.

      GLOBALQUEST MEDIA, LLC. William A. Mobley, Jr., the Chairman of the Board
and Chief Executive Officer of the Company and Global Portals, and Andre L.
Forde, the President and Chief Operating Officer of the Company and Global
Portals, are the founders, controlling equity holders and managers of
GlobalQuest Medial, LLC.

<PAGE>

      On August 15, 2005, Global Portals and GlobalQuest Media, LLC entered into
a Web Hosting and Reseller Agreement. Pursuant to this agreement, GlobalQuest
Media, LLC markets and sells certain services provided by Global Portals. During
2005, Global Portals nothing was paid to GlobalQuest Media, LLC in commissions
for the services marketed and sold by GlobalQuest Media, LLC.


ITEM 13: EXHIBITS

(a)   The following exhibits are filed as part of this report:

2.1   Stock Purchase Agreement, dated as of August 19, 2005 by and between the
      Company and Raymond Barton and Timothy Schmidt (Incorporated by reference
      to Exhibit 10.1 to the Company's Form 8-K dated August 19, 2005)

2.2   Assignment and Assumption dated August 19, 2005 by and between the
      Company, Jade Entertainment Group, Inc., Timothy Schmidt and Raymond
      Barton (Incorporated by reference to Exhibit 10.5 to the Company's Form
      8-K dated August 19, 2005)

2.3   Agreement and Plan of Share Exchange dated as of December 1, 2005 by and
      between the Company and Global Portals Online, Inc. (Incorporated by
      reference to Exhibit 10.1 to the Company's Form 8-K dated December 22,
      2005)

3.1   Certificate of Amendment of Certificate of Incorporation filed with the
      Delaware Secretary of State on September 21, 2005 (filed herewith)

4.1   Form of Warrant Amendment (Incorporated by reference to Exhibit 4.1 to the
      Registrant's Form 10-KSB for the fiscal year ended December 31, 2003)

4.2   Certificate of Designations, Preferences and Rights of Series AA Preferred
      Stock as filed with the Secretary of State of Delaware on December 1, 2004
      (Incorporated by reference to Exhibit 4.1 to the December 2, 2004 Form
      8-K)

10.1  Consulting Agreement dated September 16, 2004 between the Company and
      Cioffi Business Management Services (Incorporated by reference to Exhibit
      99.1 to the September 12, 2004 Form 8-K)

10.2  Employment Agreement dated October 5, 2004 between the Company and Mark
      Figula (Incorporated by reference to Exhibit 99.2 to the October 5, 2004
      Form 8-K)

10.3  Asset Purchase Agreement dated December 5, 2004 between the Company and
      Global Reach, Inc. (Incorporated by reference to Exhibit 10.1 to the
      December 5, 2004 Form 8-K)

10.4  Promissory Note in the principal amount of $50,000 (Incorporated by
      reference to Exhibit 10.2 to the December 5, 2004 Form 8-K)

<PAGE>

10.5  Promissory Note in the principal amount of $100,000 (Incorporated by
      reference to Exhibit 10.2 to the December 5, 2004 Form 8-K)

10.6  Consulting Agreement dated February 8, 2005 between the Company and Cioffi
      Business Management Services (Incorporated by reference to Exhibit 10.13
      to the Registrant's Form 10-KSB for the fiscal year ended December 31,
      2004)

10.7  Amendment to $100,000 6% Promissory Note issued to Global Reach, Inc.
      dated April 13, 2005. (Incorporated by reference to Exhibit 10.14 to the
      Registrant's Form 10-KSB for the fiscal year ended December 31, 2004)

10.8  Management Services Agreement between the Company and Global Portals, Inc.
      (formerly Personal Portals Online, Inc.) dated as of July 1, 2005
      (Incorporated by reference to Exhibit 10.1 to the Company's Form 8-K dated
      July 12, 2005)

10.9  Severance Agreement and Release of Raymond Barton dated August 19, 2005
      (Incorporated by reference to Exhibit 10.2 to the Company's Form 8-K dated
      August 19, 2005)

10.10 Severance Agreement and Release of Timothy Schmidt dated August 19, 2005
      (Incorporated by reference to Exhibit 10.3 to the Company's Form 8-K dated
      August 19, 2005)

10.11 Severance Agreement and Release of Michael Barton dated August 19, 2005
      (Incorporated by reference to Exhibit 10.4 to the Company's Form 8-K dated
      August 19, 2005)

10.12 Employment Agreement dated December 20, 2005 by and between the Company
      and William A. Mobley, Jr. (Incorporated by reference to Exhibit 10.2 to
      the Company's Form 8-K dated December 22, 2005)

10.13 Employment Agreement dated December 20, 2005 by and the Company and Andre
      L. Forde (Incorporated by reference to Exhibit 10.3 to the Company's Form
      8-K dated December 22, 2005)

14.1  Code of Business Conduct and Ethics (Incorporated by reference to Exhibit
      14.1 to the Registrant's Form 10-KSB for the fiscal year ended December
      31, 2003)

14.2  Code of Ethics for Financial Executives (Incorporated by reference to
      Exhibit 14.2 to the Registrant's Form 10-KSB for the fiscal year ended
      December 31, 2003)

16.1  Letter from Marcum & Kliegman LLP to the Securities and Exchange
      Commission dated April 25, 2005 (Incorporated by reference to Exhibit 16.1
      to the Company's Form 8-K dated April 18, 2004)

16.2  Letter from Wolinetz & Lafazan & Co. to the Securities and Exchange
      Commission dated March 31, 2006. (Incorporated by reference to Exhibit
      16.1 to the Company's Form 8-K dated March 29, 2006)

<PAGE>

21    Subsidiaries of the Registrant

31.1  Certification of Chief Executive Officer of Periodic Report pursuant to
      Rule 13a-14a and Rule 15d-14(a).

31.2  Certification of Chief Financial Officer of Periodic Report pursuant to
      Rule 13a-14a and Rule 15d-14(a).

32.1  Certification of Chief Executive Officer of pursuant to 18 U.S.C. -
      Section 1350.*

32.2  Certification of Chief Financial Officer of pursuant to 18 U.S.C. -
      Section 1350.*

*filed herewith

ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees. The aggregate fees billed and unbilled for the fiscal years ended
December 31, 2004 and 2005 for professional services rendered by our principal
accountants for the audits of our annual financial statements, and the review of
our financial statements included in our quarterly reports on Form 10-QSB were
approximately $77,500 and $40,000, respectively.

AUDIT-RELATED FEES

There were no audit-related fees for the fiscal years ended December 31, 2004
and 2005 for assurance and related services rendered by our principal
accountants related to the performance of the audit or review of our financial
statements, specifically accounting research.

TAX AND OTHER FEES

There aggregate fees billed for the fiscal years ended December 31, 2004 and
2005 for tax related or other services rendered by our principal accountants in
connection with the preparation of our federal and state tax returns was $8,000
and $5,200, respectively.

APPROVAL OF NON-AUDIT SERVICES AND FEES

We did not have an audit committee during fiscal 2005 or 2004 and did not have
any independent directors.


<PAGE>

                                   SIGNATURES

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


Dated:   May ___, 2006                 110 MEDIA GROUP, INC.


                                       By:  /s/ William A. Mobley, Jr.
                                          --------------------------------------
                                            William A. Mobley, Jr.
                                            Chief Executive Officer and Chairman



                                       By:  /s/ Darren Cioffi
                                          --------------------------------------
                                            Darren Cioffi
                                            Chief Financial Officer