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

                                  Form 10-KSB/A
                                (Amendment No. 2)
(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.

      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
|_|

<PAGE>

      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. $275,412

      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]

                                       2
<PAGE>

                                EXPLANATORY NOTE

      110 Media Group, Inc (the "Company") is filing this Form 10-K/A to amend
certain parts of the cover page, Part II Items 6, 7 and 8, and Part III, Item 13
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") as amended on May 2, 2006 , 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-K have been updated and amended. This
amendment is being filed to restate financial statements for 2005 and 2004 to
better reflect the effects of a reverse acquisition which occurred at the end of
2004.

      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.

                                       3
<PAGE>

                                     PART II

FORWARD-LOOKING STATEMENTS; MARKET DATA

The discussion in this Annual Report on Form 10-KSB contains forward-looking
statements that involve risks and uncertainties. The statements contained in
this Report that are not purely historical are forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, including
statements regarding our expectations, beliefs, intentions or strategies
regarding the future. All forward-looking statements included in this document
are based on information available to us on the date hereof, and we assume no
obligation to update any such forward-looking statements. Our actual results
could differ materially from those described in our forward-looking statements.
Factors that could cause or contribute to such differences include, but are not
limited to, our unproven business model and a limited operating history in a new
and rapidly evolving industry; our ability to implement our business plan; and
our ability to manage our growth, retain and grow our customer base and expand
our service offerings.

We make forward-looking statements in the "Management's Discussion and Analysis
of Financial Condition and, Results of Operations" above. These forward-looking
statements include, but are not limited to, statements about our plans,
objectives, expectations, intentions and assumptions and other statements that
are not historical facts. We generally intend the, words "expect", "anticipate",
"intend", "plan", "believe", "seek", "estimate" and similar expressions to
identify forward-looking statements. This Annual Report on Form 10-KSB contains
certain estimates and plans related to us and the industry in which we operate,
which assumes certain events, trends and activities will occur and the projected
information based on those assumptions. We do not know that all of our
assumptions are accurate. In particular, we do not know what level of growth
will exist in our industry, if any, and particularly in the foreign markets in
which we operate, have devoted resources and in which we shall seek to expand.
If our assumptions are wrong about any events, trends and activities, then our
estimates for future growth for our business may also be wrong. There can be no
assurances that any of our estimates as to our business growth will be achieved.

ITEM 6: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

OVERVIEW

On December 22, 2005, the Company reorganized by entering into a stock purchase
agreement with Global Portals Online, Inc. ("Global") whereby the Company issued
11,442,446 shares of its common stock in exchange for all of the outstanding
common stock of Global. Immediately prior to executing the stock purchase
agreement the Company had 1,961,399 shares of common stock and 438,000 shares of
Series AA preferred stock issued and outstanding. The reorganization was
accounted for as a recapitalization of Global because the shareholders of Global
controlled the Company immediately after the acquisition. Therefore, Global is
treated as the acquiring entity. Accordingly there was no adjustment to the
carrying value of the assets or liabilities of Global. The Company is the
acquiring entity for legal purposes and Global is the surviving entity for
accounting purposes.

On August 19, 2005, 110 Media Group, Inc. completed the disposition of all of
the issued and outstanding shares of common stock of the Companies previously
wholly-owned subsidiary, Jade Entertainment Group, Inc. ("Jade"), to Mr. Raymond
Barton and Mr. Tim Schmidt, former officers and directors of the Company.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of our consolidated financial statements requires us to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues and expenses and the related disclosures. A summary of those accounting
policies can be found in the footnotes to the consolidated financial statements
included elsewhere in this report. Certain of our accounting policies are
considered critical as they are both important to the portrayal of our financial
condition and results of operations and require judgments on the part of
management about matters that are uncertain. We have identified the following
accounting policies that are important to the presentation of our financial
condition and results of operations.

REVENUE RECOGNITION

Revenue recognized through December 31, 2005 represents revenue from its
redirect traffic and other media entertainment. The Company receives a fee for
revenue generated under the sale of other media entertainment that is recognized
upon shipment of the merchandise. Sales generated from list services are
recognized upon completion of services. Revenues generated from Web1000.com site
consists of monthly fees paid to the Company for redirect traffic.

                                       4
<PAGE>

RESULTS OF OPERATIONS

The following discussion relates to the historical financial statements of 110
Media Group, Inc. and subsidiary and should be read in conjunction with the
consolidated financial statements and related notes.

RESULTS OF OPERATIONS -

COMPARISON OF YEARS ENDED DECEMBER 31, 2005 AND 2004

Net revenues increased by 383% from $57,028 for the year ended December 31, 2004
to $275,412 for the year ended December 31, 2005. The improvement in revenues
was a result of the acquisition of Web1000 properties and increased traffic to
our existing and newly created websites.

Depreciation and amortization decreased from $58,389 for the year ended December
31, 2004 to $38,849 for the year ended December 31, 2005. The decrease is due to
assets being fully depreciated in prior periods.

Selling, general and administrative expenses decreased from $829,267 for the
year ended December 31, 2004, to $566,769 for the year ended December 31, 2005.
The decrease is due to reduction of officer compensation and legal expenses due
to the restructuring in accordance with our business plan.

Interest expense decreased from $334,704 in 2004 to $256,591 in 2005. The
decrease is due to the restructuring and conversion of debt to equity by certain
shareholders.

LIQUIDITY AND CAPITAL RESOURCES

At December 31, 2005, our cash totaled $141,764.

Net cash used in operating activities was $339,566 for the year ended December
31, 2005 compared to $247,833 for the year ended December 31, 2004. The increase
in cash used relates to the further development of Global Portals.

Net cash provided by Investing activities was $47,230 for the twelve months
ended December 31, 2005 compared to net cash used in investing activities of
$3,027 for the same period last year. The increase in cash flows from Investing
Activities was due to the recapitalization of Global Portals.

Net cash provided from financing activities was $432,924 for the twelve months
ended December 31, 2005 as compared to net cash provided in financing activities
of $251,976 for the twelve months ended December 31, 2004. The $432,924
represents loans made to the Company by related parties and the sale of common
stock of $250,000.

In view of our accumulated deficit and recurring losses there is substantial
doubt about our ability to continue as a going concern. In this regard
management is adopting a plan for the development of our website product lines
as well as seeking additional capital through the private sale of our debt or
equity securities. There is no assurance that we will complete any financing or
that we will achieve profitable operations. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

We expect to fund development expenditures and incur losses until we are able to
generate sufficient income and cash flows to meet such expenditures and other
requirements. We do not currently have adequate cash reserves to continue to
cover such anticipated expenditures and cash requirements. These factors, among
others, raise substantial doubt about our ability to continue as a going
concern.

On December 2 and December 3, 2004, the Company entered into two Series AA Stock
Purchase Agreements (the "Agreements") with Bruges Realty Corp Charitable
Remainder Trust (the "Investor") relating to the private placement of an
aggregate of 438,000 shares of newly authorized Series AA Preferred Stock
("Series AA Shares"). The Investor purchased 200,000 Series AA Shares on
December 2, 2004 and an additional 238,000 Series AA Shares on December 3, 2004.
The purchase price of the Series AA shares was $1.00 per share, yielding proceed
of $438,000, before legal expenses of $7,500.

                                       5
<PAGE>

The Series AA Shares have a liquidation preference of $1.00 per share and the
right to receive cumulative dividends of 7% per year. Dividends are payable
quarterly commencing March 31, 2005 and may be paid in shares of common stock of
the Company at the holders option, or at the Company's option if the shares to
be issued may be resold pursuant to an effective registration statement under
the Securities Act of 1933, as amended (the "Act") or can be immediately resold
in reliance upon and exemption from registration. The Series AA Shares are
convertible at the holder's option into that number of shares as are determined
by dividing the liquidation preference, including any unpaid cumulative
dividends, by $0.20 (as adjusted pursuant to anti-dilution provisions contained
in the designation creating the series). The shares may be redeemed at the
Company's option for 125% of the liquidation preference (including accrued and
unpaid dividends) and must be redeemed by the Company upon demand if the shares
of Common Stock which may be issued on conversion are not registered for sale
under the Act one year after the holders have requested registration. There was
no beneficial conversion feature related to this series of Preferred Stock.

The holders of the Series AA Preferred Stock were granted demand registration
rights which are exercisable no earlier than six months from the purchase date.
The demand registration rights require the Company to file a registration
statement no later than 60 days after receiving the demand registration notice
and also require the registration statement to be declared effective by the SEC
within 90 days from the filing date. For each month that the registration
statement is filed late or declared effective late, liquidating damages are
payable to the holders equal to 1 1/2% of the purchase price of the shares up to
a maximum amount of 25%. As long as any Series AA Preferred Stock is
outstanding, the Company must obtain the approval of a majority of the
outstanding shares of the Series AA Preferred Stock to amend its certificate of
incorporation or by-laws or authorize a new class of capital stock which is on
parity with or has priority over the Series AA Preferred Stock.

The holders of the Series AA Preferred Stock have the right to demand that the
Company redeem their shares of Series AA Preferred Stock in the event that a
registration statement, which includes the conversion of the Series AA Preferred
Stock, has not been declared effected by the SEC within one year from the date
that a demand registration notice is given to the Company covering at least 51%
of the Series AA Preferred Stock. After receiving notice of redemption from the
holders of the Series AA Preferred Stock, the Company may not make any capital
expenditures in excess of the amount approved by the Company's board of
directors or acquire any entity or assets of any business for a purchase price
in excess of $200,000. If the Company does not have sufficient funds to redeem
all the outstanding shares, then at the Board of Directors determination, the
redemption will be made over time as funds become available.

Based on the above described contingent mandatory redemption obligation, the
liquidation preference of the Series AA Preferred Stock has been classified as
mezzanine equity.

Lease Obligations

In August 2004 the Company assumed a lease for corporate headquarters held by a
related party. On August 19, 2005, this lease was assumed by Jade Entertainment
Group per the agreement.

As of December 31, 2005, the Company owed $436 under a computer equipment lease
obligation. Final payment of the lease was made in January 2006.

The Company lease office 1,851 sq ft of office space at 100 Lucerne Circle,
Orlando Florida. The original agreement was dated February 10, 2004 and expired
on February 9, 2006. The Company extended the lease on March 1, 2006 for an
additional 24 months.

The 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. The preparation of these financial statements requires us to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues and expenses, and related disclosure of contingent assets and
liabilities. On an on-going basis, we evaluate our estimates, including those
related to income tax and marketing related agreements with our affiliates. We
base our estimates on historical experience and on various other assumptions
that are believed to be reasonable under the circumstances, the results of which
form the basis for making judgments about the carrying values of assets and
liabilities that are not readily apparent from other sources. Actual results may
differ from these estimates under different assumptions or conditions.

                                       6
<PAGE>

RECENT ACCOUNTING PRONOUNCEMENTS

In December 2003, the FASB issued Interpretation No. 46 (revised),
"Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51,"
("FIN 46R"). FIN 46R addresses how a business enterprise should evaluate whether
it has a controlling financial interest in an entity through means other than
voting rights and, accordingly, should consolidate the variable interest entity
("VIE"). Fin 46R replaces FIN46 that was issued in January 2003. All public
companies were required to fully implement FIN 46R no later than the end of the
first reporting period ending after March 15, 2004. The adoption of FIN 46R had
no impact on 110 Media's financial condition or results of operations.

On December 16, 2004, the Financial Accounting Standards Board (FASB) issued
FASB Statement No. 123 (revised 2004), Share-Based Payment, which is a revision
of FASB Statement No. 123, Accounting for Stock-Based Compensation. Statement
123(R) supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees,
and amends FASB Statement No. 95, Statement of Cash Flows. The approach to
accounting for share-based payments in Statement 123(R) is similar to the
approach described in Statement 123. However, Statement 123(R) requires all
share-based payments to employees, including grants of employee stock options,
to be recognized in the financial statements based on their fair values and no
longer allows pro forma disclosure as an alternative to financial statement
recognition. The Company will be required to adopt Statement 123(R) at the
beginning of its quarter ending March 31, 2006. The Company has not determined
what financial statement impact Statement 123(R) will have on the Company.

COMMITMENTS

Our commitments that are required to be disclosed in tabular form as of December
31, 2005 including a subsequent employment and consulting agreements entered
into through March 31, 2005, are as follows;

<TABLE>
<CAPTION>
                                           2006          2007          2008          2009          2010
                                         --------      --------      --------      --------      --------
<S>                                      <C>           <C>           <C>           <C>           <C>
Convertible Debentures (in default)      $125,000            --            --            --            --
Notes payable - Global                   $ 52,275            --            --            --            --
Due to Stockholders                      $281,576            --            --            --            --

Redeemable preferred                     $471,215            --            --            --            --

Operating leases                         $ 44,436        44,436         7,406            --            --
Employment agreements                    $240,000       240,000       240,000       240,000       240,000
Consulting agreements                    $ 60,000            --            --            --            --
</TABLE>

OFF BALANCE SHEET ARRANGEMENTS

We do not have any off balance sheet arrangements.

ITEM 7: CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA

Reports are contained herein starting on Page F-1.

                                       7
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors
110 Media Group, Inc.
Orlando, Florida

We have audited the accompanying consolidated balance sheet of 110 Media Group,
Inc. and Subsidiary as of December 31, 2005 and the related consolidated
statements of operations, stockholders' deficit and cash flows for the years
ended December 31, 2005 and 2004. These consolidated financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of 110
Media Group, Inc. and Subsidiary as of December 31, 2005 and the consolidated
results of their operations and their cash flows for the years ended December
31, 2005 and 2004 in conformity with accounting principles generally accepted in
the United States of America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has a working capital deficit, negative cash
flows from operations, and losses from inception which raises substantial doubt
about its ability to continue as a going concern. Management's plans in regard
to these matters are also described in Note 2. These consolidated financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.

As discussed in Note 13, the accompanying consolidated financial statements have
been restated.

Bouwhuis, Morrill & Company, LLC
Layton, Utah
April 15, 2006

                                       F-1
<PAGE>

                      110 MEDIA GROUP, INC. AND SUBSIDIARY

                           CONSOLIDATED BALANCE SHEET

                                   (Restated)

                                December 31, 2005
--------------------------------------------------------------------------------

                                     ASSETS

CURRENT ASSETS
Cash                                                               $    141,764
Prepaid expenses and other current assets                                10,336
                                                                   ------------

Total Current Assets                                                    152,100

PROPERTY AND EQUIPMENT, Net                                             440,615
                                                                   ------------

Other Assets                                                              7,004
                                                                   ------------

TOTAL ASSETS                                                       $    599,719
                                                                   ============

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES

Convertible debentures                                             $    125,000
Accounts payable and accrued expenses                                   534,437
Notes payable to Global Reach - current portion                          52,275
Due to stockholders and affiliates                                    2,443,830
                                                                   ------------

TOTAL CURRENT LIABILITIES                                             3,155,542

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIENCY
Redeemable Preferred Stock -
  $.001 par value; 450,000 shares authorized
  Series AA Cumulative Convertible - 438,000 shares issued
  and outstanding, with rights to a cumulative 7% dividend
  liquidation preferences of $438,000                                   438,000
Common stock - $0.001 par value; 100,000,000 shares
authorized; 14,269,199 shares issued and outstanding                     14,269
Treasury stock (33,333 shares @ $1.05)                                  (35,000)
Stock subscription receivable                                          (106,000)
Unearned compensation                                                  (187,500)
   Additional paid in capital                                         5,584,594
   Accumulated deficit                                               (8,264,186)
                                                                   ------------
TOTAL STOCKHOLDERS' DEFICIENCY                                       (2,555,823)
                                                                   ------------

TOTAL LIABILITIES AND
STOCKHOLDERS' DEFICIENCY                                           $    599,719
                                                                   ============

The Accompanying Notes Are An Integral Part Of These Consolidated Financial
Statements

                                       F-2
<PAGE>

                      110 MEDIA GROUP, INC. AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                   (Restated)
--------------------------------------------------------------------------------

                                                   For the Years Ended
                                                       December 31,
                                                   2005            2004
                                              ----------------------------

REVENUE                                       $    275,412    $     57,028
-------------------------------------------   ------------    ------------

COSTS AND EXPENSES
 Depreciation and amortization                      38,849          58,389
 Selling and administrative expenses               566,769         829,267
                                              ------------    ------------

      TOTAL COSTS AND EXPENSES                     605,618         887,656
                                              ------------    ------------

      OPERATING LOSS                             (330,206)       (830,628)
                                              ------------    ------------

OTHER INCOME AND(EXPENSES)
 Interest                                        (256,591)       (334,704)

 Gain on settlement of debt                          --            25,000
                                              ------------    ------------

      TOTAL OTHER INCOME AND(EXPENSES)           (256,591)       (309,704)
                                              ------------    ------------

      NET LOSS                                $  (586,797)   $ (1,140,332)
                                              ============    ============

Basic and Diluted Net Loss Per Share          $     (0.05)   $      (0.20)
                                              ============    ============

Weighted Average Number of Common
 Shares Outstanding - Basic and Diluted         11,477,151       5,716,078
                                              ============    ============

The Accompanying Notes Are An Integral Part Of These Consolidated Financial
Statements

                                       F-3
<PAGE>

                      110 MEDIA GROUP, INC. AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (Restated)
--------------------------------------------------------------------------------

                                                         For the Year Ended
                                                            December 31,
                                                        2005           2004
                                                     -----------    -----------
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                           $  (586,797)   $(1,140,332)
                                                     -----------    -----------
  Adjustments to reconcile net loss to net
   cash used in operating activities:
    Depreciation and amortization                         38,849         58,389
    Common stock issued for services                          --        263,695
    Note payable, related parties, issued for
     services rendered                                        --        200,000
  Changes in operating assets and liabilities:
    Prepaid expenses and other current assets                (36)        (7,004)
    Accrued accounts receivable                          (10,002)          (298)
    Accrued expenses and other current liabilities       218,420        377,717
                                                     -----------    -----------

      NET CASH USED IN OPERATING ACTIVITIES             (339,566)      (247,833)
                                                     -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of computer equipment                         (82,476)        (3,057)
  Cash received in recapitalization                      129,706             --
                                                     -----------    -----------

      NET CASH PROVIDED (USED) BY
       INVESTING ACTIVITIES                               47,230         (3,057)
                                                     -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from subscriptions receivable                  25,000             --
  Proceeds from notes payable                                 --        121,147
  Proceeds from notes payable, related parties           162,152         88,275
  Repayment of notes payable, related parties                 --        (48,882)
  Proceeds from sale of common stock                     250,000        100,000
  Repayment of notes payable                              (4,228)        (8,564)
                                                     -----------    -----------

      NET CASH PROVIDED BY
       FINANCING ACTIVITIES                          $   432,924    $   251,976
                                                     -----------    -----------

The Accompanying Notes Are An Integral Part Of These Consolidated Financial
Statements

                                       F-4
<PAGE>

                      110 MEDIA GROUP, INC. AND SUBSIDIARY

                CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED

                                   (Restated)
--------------------------------------------------------------------------------

                                                           For the Year Ending
                                                               December 31,
                                                            2005         2004
                                                         ----------   ----------
NET (DECREASE) INCREASE  IN CASH                         $  140,588   $    1,086

CASH - Beginning                                              1,176           90
                                                         ----------   ----------

CASH - Ending                                            $  141,764   $    1,176
                                                         ==========   ==========

SUPPLEMENTAL DISCLOSURES OF CASH
 FLOW INFORMATION
  Cash paid during the years for:
    Interest                                             $      960   $      853
    Taxes                                                $       --   $       --

  Non-cash investing and financing activities:

   Repayment of debt through issuance of common stock       852,936       74,789
   Issuance of common stock in connection for
    consulting services                                          --      263,694
   Notes payable issued for services rendered                    --      200,000
   Account spayable converted to note payable                    --       40,000
   Common stock issued for stock subscription receivable    106,000       25,000
   Loan payable converted to contributed capital                 --      129,614
   Note payable issued to acquire fixed assets                   --        6,978
   Forgiveness of related party debt thru additional
    paid-in capital                                       1,101,138           --

The Accompanying Notes Are An Integral Part Of These Consolidated Financial
Statements

                                       F-5
<PAGE>

                       110 Media Group, Inc and Subsidiary
                (Formerly Known as Dominix, Inc. and Subsidiary)
               CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY
                 For The Years Ended December 31, 2005 and 2004
                                   (Restated)

<TABLE>
<CAPTION>
                                                  Preferred Stock             Common Stock                          Additional
                                            ------------------------------------------------------   Treasury         Paid-in
                                               Shares        Amount         Shares       Amount        Stock          Capital
                                            -----------------------------------------------------------------------------------
<S>                                                   <C>           <C>    <C>        <C>           <C>            <C>
Balance, December 31, 2003                            --            --     5,567,993  $      5,568  $         --   $  4,218,737

Common stock issued for debt at $0.76
 per share in May 2004                                --            --        75,263            75            --         57,445

Common stock issued for cash at $0.64
 per share in June 2004                               --            --        78,507            79            --         36,299

Common stock issued for cash at $0.08
 per share in November 2004                           --            --       654,227           654            --         49,346

Common stock issued for stock
 subscription receivable at $0.25 per
 share in December 2004                               --            --        98,134            98            --         24,902

Common stock issued for services
 rendered at $0.25 per share in
 December 2004                                        --            --     1,035,092         1,035            --        293,550

Loans payable converted to contributed
 capital due to separation and recission
 agreements                                           --            --            --            --            --        129,164

Net loss for the year ended
 December 31, 2004                                    --            --            --            --            --             --
                                            -----------------------------------------------------------------------------------

Balance, December 31, 2004                            --            --     7,509,216         7,509            --      4,809,443

Proceeds from stock subscriptions
 receivable                                           --            --            --            --            --             --

Common stock issued for cash at $0.25
 per share in January 2005                            --            --       981,340           981            --        249,019

Common stock issued for debt at $0.76
 per share in February 2005                           --            --        61,759            62            --         47,138

Common stock issued for debt at $3.72
 per share in September 2005                          --            --        31,403            31            --        116,795

Common stock issued for debt at $0.24
 per share in September 2005                          --            --     2,858,728         2,859            --        686,051

Gain on forgiveness of related party debt             --            --            --            --            --      1,101,138

Disposition of Jade Entertainment for
 $35,000 via tender of 500,000 shares
 of common stock                                      --            --            --            --       (35,000)            --

Recapitalization of Global Portals Online,
 Inc. through reverse merger with
 110 Media, Inc.                                 438,000       438,000     1,961,399         1,961            --     (1,727,124)

Common stock issued on subscription
 at $0.35 per share in December 2005                  --            --       865,354           865            --        302,135

Change in unearned compensation                       --            --            --            --            --             --

Net loss for the year ended
 December 31, 2005                                    --            --            --            --            --             --
                                            -----------------------------------------------------------------------------------

Balance, December 31, 2005                       438,000  $    438,000    14,269,199  $     14,269  $    (35,000)  $  5,584,594
                                            ===================================================================================
</TABLE>

The Accompanying Notes Are An Integral Part Of These Consolidated Financial
Statements

                                       F-6
<PAGE>


<TABLE>
<CAPTION>
                                                  Stock
                                              Subscriptions     Unearned     Accumulated
                                                Receivable    Compensation     Deficit
                                            ---------------------------------------------
<S>                                            <C>            <C>            <C>
Balance, December 31, 2003                     $         --   $         --   $ (6,537,057)

Common stock issued for debt at $0.76
 per share in May 2004                                   --             --             --

Common stock issued for cash at $0.64
 per share in June 2004                                  --             --             --

Common stock issued for cash at $0.08
 per share in November 2004                              --             --             --

Common stock issued for stock
 subscription receivable at $0.25 per
 share in December 2004                             (25,000)            --             --

Common stock issued for services
 rendered at $0.25 per share in
 December 2004                                           --             --             --

Loans payable converted to contributed
 capital due to separation and recission
 agreements                                              --             --             --

Net loss for the year ended
 December 31, 2004                                       --             --     (1,140,332)
                                            ---------------------------------------------

Balance, December 31, 2004                          (25,000)            --     (7,677,389)

Proceeds from stock subscriptions
 receivable                                          25,000             --             --

Common stock issued for cash at $0.25
 per share in January 2005                               --             --             --

Common stock issued for debt at $0.76
 per share in February 2005                              --             --             --

Common stock issued for debt at $3.72
 per share in September 2005                             --             --             --

Common stock issued for debt at $0.24
 per share in September 2005                             --             --             --

Gain on forgiveness of related party debt                --             --             --

Disposition of Jade Entertainment for
 $35,000 via tender of 500,000 shares
 of common stock                                         --             --             --

Recapitalization of Global Portals Online,
 Inc. through reverse merger with
 110 Media, Inc.                                         --       (400,986)            --

Common stock issued on subscription
 at $0.35 per share in December 2005               (106,000)            --             --

Change in unearned compensation                          --        213,486             --

Net loss for the year ended
 December 31, 2005                                       --             --       (586,797)
                                            ---------------------------------------------

Balance, December 31, 2005                     $   (106,000)  $   (187,500)  $ (8,264,186)
                                            =============================================
</TABLE>

The Accompanying Notes Are An Integral Part Of These Consolidated Financial
Statements

                                      F-7
<PAGE>

                      110 MEDIA GROUP, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE 1 - Business and Reverse Merger

On December 5, 2003, Dominix Inc., a publicly-traded Company with no active
business listed on the electronic bulletin board, ("Dominix") acquired 100% of
Jade Entertainment Group, Inc. ("Jade"), a privately-held New York Corporation.
On June 4, 2004, Dominix changed its name to 110 Media Group, Inc. ("110 Media")
and changed its trading symbol on the OTC-Bulletin Board to OTEN.

Pursuant to the Merger, the stockholders of Jade received 743,750 shares of 110
Media's common stock and 82,167 of 110 Media's Series B preferred stock, which
was subsequently converted into 6,834,631 shares of 110 Media's common stock.
After the issuance of common stock pursuant to various conversions including:
(i) notes plus accrued interest into 1,006,270 shares of 110 Media's common
stock, (ii) conversion of series A Preferred Stock into 6,020,116 shares of 110
Media's common stock and (iii) the conversion of series B Preferred Stock into
6,834,631 shares of 110 Media's common stock, the shareholders of Jade owned
approximately 50% of the common stock of the 110 Media. After the merger, the
two largest shareholders of Jade assumed the two highest executive positions of
110 Media and effective 10 days from the mailing of the Company's information
statement to its stockholders they became members of the board of directors of
110 Media.

On August 19, 2005, 110 Media Group, Inc. (the "Company") completed the
disposition of all of the issued and outstanding shares of common stock of our
wholly-owned subsidiary, Jade Entertainment Group, Inc. ("Jade"), to Mr. Raymond
Barton and Mr. Tim Schmidt, former officers and directors of the Company.

The sales price for Jade was Thirty-five Thousand Dollars ($35,000) and it was
paid as follows:

1. return and delivery of 33,333 post-split shares of the Company's common
stock; and

2. the cancellation of the following individuals' employment agreements with the
Company, as well as the delivery of general releases from each of them:

Tim Schmidt
Raymond Barton
Michael Barton

The Company will continue to operate its Web1000 division which provides free
webhosting in both the mainstream and adult markets.


                                      F-8
<PAGE>

                      110 MEDIA GROUP, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                   (RESTATED)
--------------------------------------------------------------------------------

NOTE 1 - Business and Reverse Merger - continued

The terms of the transaction were negotiated between current management and its
former officers and directors. The Company hired an independent appraiser to
determine the fair value of Jade as of June 30, 2005.

On December 22, 2005, the Company reorganized by entering into a stock purchase
agreement with Global Portals Online, Inc. ("Global") whereby the Company issued
11,442,446 shares of its common stock in exchange for all of the outstanding
common stock of Global. Immediately prior to executing the stock purchase
agreement the Company had 1,961,399 shares of common stock and 438,000 shares of
Series AA preferred stock issued and outstanding. The reorganization was
accounted for as a recapitalization of Global because the shareholders of Global
controlled the Company immediately after the acquisition. Therefore, Global is
treated as the acquiring entity. Accordingly there was no adjustment to the
carrying value of the assets or liabilities of Global. The Company is the
acquiring entity for legal purposes and Global is the surviving entity for
accounting purposes.

NOTE 2 - Going Concern and Managements Plans

The accompanying consolidated financial statements have been prepared using
generally accepted accounting principles applicable to a going concern which
contemplates the realization of assets and liquidation of liabilities in the
normal course of business. As reported in the consolidated financial statements,
the Company has incurred losses of approximately $8,265,000 from inception of
the Company through December 31, 2005, has negative cash flows from operations,
and is in default on certain convertible notes payable. The Company's
stockholders' deficiency at December 31, 2005 was $2,993,823 and its current
liabilities exceeded its current assets by $2,963,223.These factors combined,
raise substantial doubt about the Company's ability to continue as a going
concern. Management's plans to address and alleviate these concerns are as
follows:

The Company's management continues to develop a strategy of exploring all
options available to it so that it can develop successful operations and have
sufficient funds to be able to operate over the next twelve months. As a part of
this plan, management is currently in negotiations with their target industries'
key players to develop additional business opportunities. In addition,
management is exploring options in order to raise additional operating capital
through debt and/or equity financing. No assurance can be given that funds will
be available, or, if available, that it will be on terms deemed satisfactory to
management.

The ability of the Company to continue as a going concern is dependent upon its
ability to successfully accomplish the plans described in the preceding
paragraph and eventually attain profitable operations. The accompanying
consolidated financial statements do not include any adjustments relating to the
recoverability and classification of asset carrying amounts or the amount and
classification of liabilities that might result from the outcome of these
uncertainties.


                                      F-9
<PAGE>

                      110 MEDIA GROUP, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                   (RESTATED)
--------------------------------------------------------------------------------

NOTE 3 - Summary of Significant Accounting Policies

This summary of significant accounting policies of the Company is presented to
assist in understanding the Company's financial statements. The financial
statements and notes are representations of the Company's management who are
responsible for their integrity and objectivity. These accounting policies
conform to accounting principles generally accepted in the United States of
America and have been consistently applied in the preparation of the financial
statements. The following policies are considered to be significant:

a. Accounting Method

The Company recognizes income and expenses based on the accrual method of
accounting. Accordingly, revenues are recognized when earned and expenses are
recognized when incurred. The Company has elected a December 31 year-end.

b. Cash and Cash Equivalents

Cash equivalents are generally comprised of certain highly liquid investments
with original maturities of less than three months.

c. Use of Estimates in the Preparation of Consolidated Financial Statements

The preparation of financial statements in conformity with generally accepted
accounting principles 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 date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

d. Revenue Recognition Policy

Revenue recognized through December 31, 2005 represents revenue from its
redirect traffic and other media entertainment. The Company receives a fee for
revenue generated under the sale of other media


                                      F-10
<PAGE>

                      110 MEDIA GROUP, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                   (RESTATED)
--------------------------------------------------------------------------------

NOTE 3 - Summary of Significant Accounting Policies, continued

entertainment that is recognized upon shipment of the merchandise. Sales
generated from list services are recognized upon completion of services.
Revenues generated from Web1000.com site consists of monthly fees paid to the
Company for redirect traffic.

e. Allowance for Doubtful Accounts

Accounts receivable are recorded net of the allowance for doubtful accounts. The
Company generally offers 30-day credit terms on sales to its customers and
requires no collateral. The Company maintains an allowance for doubtful accounts
which is determined based on a number of factors, including each customer's
financial condition, general economic trends and management judgment. As of
December 31, 2005, the allowance for doubtful accounts was $-0-. Bad debt
expense was $-0- for the years ended December 31, 2005 and 2004.

f. Basic Net Loss per Share of Common Stock

In accordance with Financial Accounting Standards No. 128, "Earnings per Share,"
basic net loss per common share is based on the weighted average number of
common shares and common share equivalents outstanding during the periods
presented. Diluted earnings per share is computed using weighted average number
of common shares plus dilutive common share equivalents outstanding during the
period.

                                                          December 31,
                                                    2005               2004
                                                ------------       ------------
Net loss (numerator)                            $   (586,797)      $ (1,140,332)
Weighted average shares
  outstanding (denominator)                       11,477,151          5,716,078
                                                ------------       ------------
Net loss per share amount                       $      (0.05)      $      (0.20)
                                                ============       ============

Securities that could potentially dilute basic earnings per share ("EPS") in the
future that were not included in the computation of diluted EPS because to do so
would have been anti-dilutive for the periods presented consist of the
following:

                                                                   No. of Shares
                                                                   -------------
Convertible debentures (assumed conversion at $.15)                       61,905
Warrants to purchase common stock - finders                                1,750
Warrants to purchase common stock - debentures                            33,542

Warrants issued to consultant                                             16,667
Series AA 7% Convertible Preferred Stock (and
  Cumulative dividends (assumed conversion at $.15)                      146,852
                                                                   -------------

      Total as of December 31, 2005                                      260,716
                                                                   =============


                                      F-11
<PAGE>

                      110 MEDIA GROUP, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                   (RESTATED)
--------------------------------------------------------------------------------

NOTE 3 - Summary of Significant Accounting Policies, continued

g. Recent Accounting Pronouncements

In December 2002, the Financial Accounting Standards Board issued SFAS No. 148,
"Accounting for Stock Based Compensation-Transition and Disclosure-an amendment
of FASB Statement No. 123" which is effective for financial statements issued
for fiscal years ending after December 15, 2002. This Statement amends SFAS 123,
Accounting for Stock-Based Compensation, to provide alternative methods of
transition for a voluntary change to the fair value based method of accounting
for stock-based employee compensation. In addition, this Statement amends the
disclosure requirements of SFAS 123 to require prominent disclosures in both
annual and interim financial statements about the method of accounting for
stock-based compensation and the effect of the method used on reported results.
The adoption of SFAS No. 148 did not have a material effect on the financial
statements of the Company.

In April 2003, the Financial Accounting Standards Board issued SFAS No. 149,
Amendment of Statement 133 on Derivative Instruments and Hedging Activities"
which is effective for contracts entered into or modified after June 30, 2003
and for hedging relationships designated after June 30, 2003. This statement
amends and clarifies financial accounting for derivative instruments embedded in
other contracts (collectively referred to as derivatives) and hedging activities
under SFAS 133. The adoption of SFAS No. 149 did not have a material effect on
the financial statements of the Company.

In May 2003, the Financial Accounting Standards Board issued SFAS No. 150,
"Accounting for Certain Financial Instruments with Characteristics of both
Liabilities and Equity" which is effective for financial instruments entered
into or modified after May 31, 2003, and is otherwise effective at the beginning
of the first interim period beginning after June 15, 2003. This Statement
establishes standards for how an issuer classifies and measures in its statement
of financial position certain financial instruments with characteristics of both
liabilities and equity. It requires that an issuer classify a financial
instrument that is within its scope as a liability (or an asset in some
circumstances) because that financial instrument embodies an obligation of the
issuer. The adoption of SFAS No. 150 did not have a material effect on the
financial statements of the Company.

In January 2003, the Financial Accounting Standards Board issued FASB
Interpretation No. 46 "Consolidation of Variable Interest Entities." FIN 46
provides guidance on the identification of entities for which control is
achieved through means other than through voting rights, variable interest
entities, and how to determine when and which business enterprises should
consolidate variable interest entities. This interpretation applies immediately
to variable interest entities created after January 31, 2003. It applies in the
first fiscal year or interim period beginning after June 15, 2003, to variable
interest


                                      F-12
<PAGE>

                      110 MEDIA GROUP, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                   (RESTATED)
--------------------------------------------------------------------------------

NOTE 3 - Summary of Significant Accounting Policies, continued

entities in which an enterprise holds a variable interest that it acquired
before February 1, 2003. The adoption of FIN 46 did not have a material effect
on the financial statements of the Company.

h. Income Taxes

The Company accounts for income taxes in accordance with Statement of Financial
Accounting Standards Board (SFAS) No. 109, "Accounting for Income Taxes." Under
this method, deferred income taxes are determined based on the difference
between the financial statement and tax bases of assets and liabilities using
enacted tax rates in effect for the year in which differences are expected to
reverse. In accordance with the provisions of SFAS No. 109, a valuation
allowance would be established to reduce deferred tax assets if it were more
likely than not that all or some portion of such deferred tax assets would not
be realized. A full allowance against deferred tax assets was provided as of
December 31, 2005.

Due to the change in ownership provisions of the Tax Reform Act of 1986, net
operating loss carryforwards for Federal income tax reporting purposes are
subject to annual limitations. Should a change in ownership occur, net operating
loss carryforwards may be limited as to its future use by the Company.

i. Advertising Costs

Advertising costs are expensed as incurred. For the years ended December 31,
2005 and 2004 advertising expenses were $4,600 and $1,084 respectively.

j. Principles of Consolidation

The consolidated financial statements include the accounts of 110 Media Group,
Inc. and its wholly-owned subsidiary Global Portals Online, Inc. All significant
intercompany accounts and transactions have been eliminated in the
consolidation.


                                      F-13
<PAGE>

                      110 MEDIA GROUP, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                   (RESTATED)
--------------------------------------------------------------------------------

NOTE 4 - Stock-Based Compensation

The Company follows SFAS No. 123, "Accounting for Stock-Based Compensation."
SFAS No. 123 establishes accounting and reporting standards for stock-based
employee compensation plans. This statement allows companies to choose between
the fair value-based method of accounting as defined in this statement and the
intrinsic value-based method of accounting as prescribed by Accounting
Principles Board Opinion No. 25 ("APB 25"), "Accounting for Stock Issued to
Employees."

The Company has elected to continue to follow the accounting guidance provided
by APB 25, as permitted for stock-based compensation relative to the Company's
employees. Stock and options granted to other parties in connection with
providing goods and services to the Company are accounted for under the fair
value method as prescribed by SFAS 123.

In December 2002, the Financial Accounting Standard Board ("FASB") issued SFAS
No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure -
an Amendment of SFAS Statement No. 123". This statement amends SFAS No. 123 to
provide alternative methods of transition for a voluntary change to the fair
value-based method of accounting for stock-based employee compensation. In
addition, SFAS No.148 amends the disclosure requirements of SFAS No. 123 to
require prominent disclosures in both annual and interim financial statements
about the method of accounting for stock-based employee compensation and the
effect of the method used on reported results. SFAS No. 148 also requires that
those effects be disclosed more prominently by specifying the form, content, and
location of those disclosures. The Company adopted the increased disclosure
requirements of SFAS No. 148 during the year ended December 31, 2003.

                                                            For the Year
                                                                Ended
                                                             December 31,
                                                    ----------------------------
                                                          2005           2004
                                                    -------------  -------------

  Net loss applicable to common stockholders,
    As reported                                     $   (586,797)  $ (1,140,332)

  Add:  stock-based employee compensation
          expense included in reported net loss
          applicable to common stockholders              305,341        115,300

  Less:  total stock-based employee
            compensation expense determined
            under the fair value-based method of
            all awards                                  (305,341)      (115,300)
                                                    ------------   ------------
  Proforma Net Loss Applicable to Common
    Stockholders                                    $   (586,797)  $ (1,140,332)
                                                    ============   ============
Weighted Average Number of Common
      Shares Outstanding - Basic and Diluted          11,477,151      5,716,078
                                                    ===========================

Basic and Diluted Net Loss Applicable to
  Common Stockholders:
    As reported                                     $      (0.05)  $      (0.20)
                                                    ============   ============
    Proforma                                        $      (0.16)  $      (0.38)
                                                    ============   ============


                                      F-14
<PAGE>

                      110 MEDIA GROUP, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                   (RESTATED)
--------------------------------------------------------------------------------

NOTE 5 - Property and Equipment, Net

Property and equipment are stated at cost less accumulated depreciation.
Depreciation is calculated using the straight-line method over the estimated
useful lives of the assets. When assets are disposed of, the cost and
accumulated depreciation (net book value of the assets) are eliminated and any
resultant gain or loss reflected accordingly. Betterments and improvements are
capitalized over their estimated useful lives whereas repairs and maintenance
expenditures on the assets are charged to expense as incurred.

Property and equipment consists of the following at December 31, 2005:

Computer equipment                                          $311,995
Office equipment                                               2,611
Websites                                                     431,000
                                                             -------
Total                                                        745,606

Less: accumulated depreciation                              (304,991)
                                                             -------

Property and Equipment, Net                                  440,615
                                                             =======

Depreciation and amortization expense for the period ended December 31, 2005 and
2004 was $38,849 and $58,389, respectively.


                                      F-15
<PAGE>

                      110 MEDIA GROUP, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                   (RESTATED)
--------------------------------------------------------------------------------

NOTE 6 - Convertible Debentures

Convertible debentures at December 31, 2005 consist of the following:

<TABLE>
<CAPTION>
      <S>                                                                            <C>
      a. Convertible debenture, due on demand, bearing interest at 8% per annum.
      The debenture contains a provision for conversion at the holder's option
      including accrued interest, into the Company's common stock at a
      conversion price equal to 70% of the average closing bid price per share
      of common stock for the five-day period prior to such conversion. The
      related beneficial conversion feature has been fully charged to interest
      expense by Dominix in prior years.                                             $   100,000

      b. Convertible debenture, due on demand, bearing interest at 13% per
      annum. The debentures contain a provision for conversion, at the holder's
      option including accrued interest, into the Company's common stock at a
      conversion price equal to 70% of the average closing bid price per share
      of common stock for the five-day period prior to such conversion. The
      related beneficial conversion feature has been fully charged to interest
      expense in prior years.                                                             25,000

      c. On July 1, 2005 a convertible promissory note holder, Michael Gunther,
      assigned his $5,000 convertible promissory note from 110 Media Group, Inc.
      to Vanguard Capital LLC and Blue Ridge Services. Blue Ridge Services in
      turn assigned its portion of the note to Spidey Consultants. On August 9,
      2005, Vanguard Capital LLC and Spidey Consultants converted the note, plus
      accrued interest of approximately $2,505 into an aggregate of 60,000
      post-split shares of the Company's common stock.                                       -0-
                                                                                     -----------
                                         Total convertible debentures                    125,000
                                         Less:  current portion                         (125,000)
                                                                                        ---------
                         Long-Term Debt, Net of Current Portion                         $  -0-
                                                                                      ===========
</TABLE>


                                      F-16
<PAGE>

                      110 MEDIA GROUP, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                   (RESTATED)
--------------------------------------------------------------------------------

NOTE 7 - Notes Payable to Stockholders

As of June 30, 2005 Raymond Barton, CEO and Timothy Schmidt, President advanced
the Company $29,566 and $34,566, respectively, for working capital purposes,
evidenced by secured promissory notes. The notes bear interest at 8% per annum.
On August 17, 2005 by Board Resolution, Mr. Barton converted $16,092.83 of his
total outstanding note into 107,286 post-split shares and received $16,092.83 in
cash to settle the remaining debt which included accrued interest. Mr. Schmidt
converted $18,329.26 into 122,195 post-split shares and received $18,329.83 in
cash to settle the remaining debt which included accrued interest.

As of December 31, 2005, a stockholder, Steven Horowitz, advanced the Company
$1,146,016 for working capital purposes. The Company agreed to pay interest at
8% per annum and the notes are all due July 31, 2005. Mr. Horowitz extended the
notes 270 days.

On December 5, 2004, the Company acquired certain intangible assets, primarily
URL's from Global Reach, Inc. including a website known as Web1000.com along
with certain other intangible assets related to that website. The Company signed
a note for $100,000 at 6% per annum, payable over 12 months beginning January 1,
2005. In March 2005 Global extended payments until June 2006. At December 31,
2005 the company had an outstanding principal balance of $52,275.

As of December 31, 2005 William Mobley, Chairman of the Board and Andre Ford,
President advanced the Company $744,006 and $263,503, respectively. Interest at
6% per annum and due in full January 2007.

As of December 31, 2005 two stockholders advanced the Company $37,000 and
$8,750, respectively. Interest at 6% per annum and due in full January 2007 and
on demand, respectively.

As of December 31, 2005 related company advanced the Company $244,556. Interest
at 6% per annum and due in full January 2007.

Accrued interest as of December 31, 2005 on these notes amounted to $398,622 and
is included in accounts payable and accrued expenses. (see Note 8)

NOTE 8 - Accounts Payable and Accrued Expenses Accounts payable and accrued
expenses at December 31, 2005 consist of the following:

Interest                                                     $398,622
Accrued preferred dividend                                     33,215
Professional fees                                              28,500
Accrued Compensation                                           10,662
Other                                                          63,438
                                                             --------

                                                             $534,437
                                                             ========


                                      F-17
<PAGE>

                      110 MEDIA GROUP, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                   (RESTATED)
--------------------------------------------------------------------------------

NOTE 9 - Stockholders' Deficiency

                            Stock Based Compensation

On February 18, 2005, in connection with its 2003 Equity Incentive Plan, the
Company issued 14,668 post-split shares of its common stock to several
individuals for services valued at $44,000.

On July 12, 2005, the Company entered into a Management Services Agreement (the
"Agreement") with Global Portals Online, Inc. ("Global Portals"). The term of
the Agreement is for twenty-four (24) months commencing as of July 1, 2005. The
agreement called for the issuance of 200,000 post-split shares of the Company's
common stock (see note 10)valued at $330,000. It has been recorded in unearned
consulting fees and is being amortized over the life of the agreement. Unearned
consulting fees at December 31, 2005 amounted to $254,375.00. On December 22,
2005 the Company acquired Global Portals, all intercompany transactions have
been eliminated.

                                Warrants Granted

The Company granted warrants to purchase for six months from the date of
issuance a total of 33,542 post-split shares of its common stock at an exercise
price of $1.00 of the Company's Common Stock in connection with the placement of
$575,000, 7% convertible debentures. On July 29, 2004 the Company modified the
terms of the warrants and extended the maturity date an additional six months to
May 30, 2006. The number of warrants and exercise price has been adjusted to
reflect the 0.75 stock split affected in the form of a dividend in July 2004.

In November 2004, the Company granted to two related party consultants warrants
to purchase a total of 66,667 post-split shares of the Company's common stock at
an exercise price of $1.50. The warrants have a term of ten years. The Company
valued the warrants at $185,200 using the Black-Scholes pricing model. The value
of the warrants was recorded during the year ended December 31, 2004 as
compensatory element of stock issuance.

In January of 2005, one of the consultants exercised his warrants and purchased
50,000 post-spit shares of the Company's common stock for $75,000. The purchase
price of $75,000 was paid by reducing a note payable due to this related party.


                                      F-18
<PAGE>

                      110 MEDIA GROUP, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                   (RESTATED)
--------------------------------------------------------------------------------

NOTE 9 - Stockholders' Deficiency, continued

                           2003 Equity Incentive Plan

The Company has a "2003 Equity Incentive Plan" for key employees, Consultants
and stockholders by providing them with additional incentives and an opportunity
to obtain or increase their proprietary interest in the Company, thereby
encouraging them to continue in the employ of the Company or any of its
affiliates. The plan designates the Board of Directors the authority to grant or
award to eligible participants of the Company and its subsidiaries and
affiliates, until November 17, 2013, stock options, stock appreciation rights,
restricted stock performance stock awards and bonus stock awards for up to
350,000 post-split shares of the Company's common stock. On November 13, 2003,
the Board of Directors awarded to several employees and consultants 58,334
post-split shares of restricted stock valued at $150,000.

                                  Reverse Split

On October 4, 2005 the Company effected a 1 for 15 reverse stock split with
respect to all common shares outstanding held of record as of the close of
business on July 15, 2005. All references to shares issued and outstanding in
the consolidated financial statements have been retroactively restated to
reflect the effects of the reverse stock split.

                            Series AA Preferred Stock

On December 2 and December 3, 2004, 110 Media Group, Inc. (the "Company")
entered into two Series AA Stock Purchase Agreements (the "Agreements") with
Bruges Realty Corp Charitable Remainder Trust (the "Investor") relating to the
private placement of an aggregate of 438,000 shares of newly authorized Series
AA Preferred Stock ("Series AA Shares"). The Investor purchased 200,000 Series
AA Shares on December 2, 2004 and an additional 238,000 Series AA Shares on
December 3, 2004, each pursuant to the Agreements, the form of which is an
exhibit to this report. The purchase price of the Series AA shares was $1.00 per
share, yielding proceeds of $438,000, before legal expenses of $7,500.

The Agreements, in addition to the kinds of representations and warranties
typical of this type of private placement, have provisions which require the
Company to register shares of its common stock issuable upon the conversion of
the Series AA Shares upon the demand of the holders of 51% of the outstanding
Series AA Shares given no earlier than June 2, 2005.

The Series AA Shares have a liquidation preference of $1.00 per share and the
right to receive cumulative dividends of 7% per year. Dividends, when declared
may be paid in shares of common stock of the Company at the holders option, or
at the Company's option if the shares to be issued may be resold pursuant to an
effective registration statement under the Securities Act of 1933, as amended
(the "Act") or can be immediately resold in reliance upon and exemption from
registration. The Series AA Shares are convertible at the holder's option into
that number of shares as are determined by dividing the liquidation preference,
including any unpaid cumulative dividends, by $0.20 (as adjusted pursuant to
anti-dilution provisions contained in the designation creating the series). The
shares may be redeemed at the Company's option for 125% of the liquidation
preference (including accrued and unpaid dividends) and must be redeemed by the
Company upon demand if the shares of Common Stock which may be issued on
conversion are not registered for sale under the Act one year after the holders
have requested registration.


                                      F-19
<PAGE>

                      110 MEDIA GROUP, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                   (RESTATED)
--------------------------------------------------------------------------------

NOTE 10 - Commitments and Contingencies

                                Lease Obligations

The Company abandoned office space during 2001 under three separate lease
agreements, which provide for average minimum monthly lease payments remaining
under the lease agreements ranging from approximately $3,000 to $22,000 per
month expiring in various years through 2007. The Company is contingently liable
for liquidating damages for the failure to observe covenants contained in the
leases and any deficiency between the rent commitments and the net amount of any
rents collected by the landlords for the demised premises for each month of the
period, which would otherwise have constituted the balance of the term of the
leases, including expenses incurred by the landlords in connection with
re-letting the space. The estimated liquidating damages for the re-let space as
of September 30, 2005 approximate the security deposits retained by the
landlords in accordance with these lease agreements.

In August 2004 the Company assumed a lease for corporate headquarters held by a
related party. On August 19, 2005, this lease was assumed by Jade Entertainment
Group per the agreement.

As of December 31, 2005, the Company owed $436 under a computer equipment lease
obligation. Final payment of the lease was made in January 2006.

                              Employment Agreements

The Company had employment contracts with three key employees through February
2008, which were amended on February 15, 2005. On August 19, 2005 these
agreements were terminated in connection with the disposition of the wholly
owned subsidiary.

                        Additional Employment Agreements


On October 5, 2004 the Company entered into an employment agreement with Mark
Figula. The term of the agreement is for three (3) years commencing 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 $150,000. 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 166,667 post-split
shares of its common stock valued at $375,000. 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).



                                      F-20
<PAGE>

                      110 MEDIA GROUP, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                   (RESTATED)
--------------------------------------------------------------------------------

NOTE 10 - Commitments and Contingencies, continued

Additional Employment Agreements - continued Shares post-split subject to
cancellation:

At the end of twelve months: 83,333 At the end of eighteen months: 41,667

In addition, the shares of common stock issued to Mr. Figula have "piggy-back"
registration rights. The value of this stock issuance is being amortized over
the term of the employment agreement. As of September 30, 2005 Stock based
compensation of $ 187,500 has been recognized.

On October 2005 the Company terminated the employment of Mark Figula for cause.
In addition, the Company has notified it's 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.

                              Consulting Agreements

On August 19, 2004 the Company entered into a consulting agreement with Internet
Marketing Solutions. The agreement calls for $10,000 plus 10% of consideration
paid for future acquisitions introduced by the consultant to the Company.

On September 16, 2004 the Company entered into a consulting agreement with
Cioffi Business Management Services "CBMS". The consulting agreement is for an
initial term of three (3) months. The Company has agreed to compensate CBMS
$15,000 as well as issue the consultant 3,333 shares of its common stock for the
initial three (3) 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 interim Chief Financial Officer.


                                      F-21
<PAGE>

                      110 MEDIA GROUP, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                   (RESTATED)
--------------------------------------------------------------------------------
NOTE 10 - Commitments and Contingencies, continued

On February 8, 2005, the Company entered into a new Consulting Agreement with a
CBMS for a six- (6) month term ("Second Term"). During the Second Term, the
Company has agreed to compensate CBMS $30,000 and issued Mr. Cioffi 6,667 shares
of its common stock under the Company's 2003 Equity Incentive Plan.

On November 8, 2004 the Company entered into a six month consulting agreement
with Mirador Consulting Inc. for investor relation services. The Company agreed
to compensate consultant a fee of $4,000 per month for the term of the
agreement. The Company also agreed to sell the consultant 33,333 post-split of
restricted common stock at par value.

The difference between the value of the shares of $105,000 and the par value of
$500 has been charged to operations over the six-month period of the consulting
agreement.

In January 2005 the Company entered into a consulting agreement with Bayhill
Partners for investor relation services. The agreement called for payments of
$76,500 of consideration. A Shareholder made payments of cash and stock to
satisfy this obligation.


                                      F-22
<PAGE>

                      110 MEDIA GROUP, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                   (RESTATED)
--------------------------------------------------------------------------------

Note 11 - Subsequent Events

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.

NOTE 12 - PROFORMA FINANCIAL INFORMATION

The accompanying unaudited condensed combined pro forma statement of operations
for the year ended December 31, 2005 is presented as though the acquisition had
taken place on January 1, 2005.

The unaudited condensed combined pro forma statement of operations was derived
by adjusting 110 Media Group, Inc.'s historical financial statements for the
acquisition of Global. The unaudited condensed combined pro forma statement of
operations is provided for informational purposes only and should not be
construed to be indicative of the combined Company's results of operations had
the transaction been consummated on the date indicated and do not project it's
results of operations for any future period.


                                      F-23
<PAGE>

                      110 MEDIA GROUP, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                   (RESTATED)
--------------------------------------------------------------------------------

                                 110 MEDIA, INC.
               PROFORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
                                   12/31/2005

<TABLE>
<CAPTION>
                                                     110 Media            Jade      Global Portals      Proforma       Combined
                                                     Group, Inc.     Entertainment    Online, Inc.     Adjustments      Totals
                                               --------------------------------------------------------------------------------
<S>                                                   <C>               <C>             <C>            <C>             <C>
Revenue                                               (127,923)         (35,310)        (275,412)              -       (438,645)
                                               --------------------------------------------------------------------------------

Costs and Expenses
Cost of revenue                                         84,003              342                -               -         84,345
Compensatory element of stock transactions             305,341                -                -               -        305,341
Depreciation and amortization                          167,893            1,789           38,849               -        208,531
Selling, general and administrative                  1,004,007           26,914          566,769               -      1,597,690
                                               --------------------------------------------------------------------------------
             Total Operating Expenses                1,561,244           29,045          605,618               -      2,195,907
                                               --------------------------------------------------------------------------------

Other Income (Expenses):
Interest expense                                       200,144                -          256,591               -        456,735
Loss on sale of subsidiary                             210,256                -                -               -        210,256
                                               --------------------------------------------------------------------------------
          Total Other Income (Expenses)                410,400                -          256,591               -        666,991
                                               --------------------------------------------------------------------------------

Income Tax Expense                                           -                -                -               -              -
                                               --------------------------------------------------------------------------------

Preferred Stock Dividend                                30,660                -                -               -         30,660
                                               --------------------------------------------------------------------------------

NET (INCOME) LOSS                                    1,874,381           (6,265)         586,797               -      2,454,913
                                               ================================================================================

Proforma Basic and Diluted Net Loss Per Share                                                                        $    (0.22)
                                                                                                                     ==========

Weighted Average Number of Common Shares
 Outstanding - Basic and Diluted                                                                                     11,477,151
                                                                                                                     ==========
</TABLE>

NOTE 13 - RESTATED FINANCIAL STATEMENTS

Subsequent to issuing the Company's financial statements on Form 10-KSB for the
year ended December 31, 2005, the Company discovered certain errors in the
previously issued consolidated financial statements. These consolidated
financial statements have been restated to correct for these errors which are as
follows:

The previously issued consolidated financial statements did not correctly
present the effects of 110 Media's reverse acquisition and recapitalization of
Global. The 2005 and 2004 comparative balances in these consolidated financial
statements have been restated to appropriately present the history of Global
which is the acquirer for accounting purposes. While 110 Media in the acquirer
for legal purposes the previously issued consolidated financial statements
incorrectly presented the acquisition as though 110 Media were also the acquirer
for accounting purposes.


                                      F-24
<PAGE>

ITEM 8: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES

On April 18, 2005, based upon the recommendation of and approval by our audit
committee and the board of directors, we dismissed Marcum & Kliegman LLP ("M&K")
as our independent auditor and engaged Wolinetz & Lafazan & Co. to serve as our
independent auditor for the fiscal year ending December 31, 2005.

M&K's reports on our consolidated financial statements for each of the fiscal
years ended December 31, 2004 and 2003 did not contain an adverse opinion or
disclaimer of opinion, nor were they qualified or modified as to uncertainty,
audit scope or accounting principles. However, M&K's reports each contained an
explanatory paragraph about our ability to continue as a going concern.

During the years ended December 31, 2004 and 2003 and through April 18, 2005
there were no disagreements with M&K on any matter of accounting principle or
practice, financial statement disclosure or auditing scope or procedure which,
if not resolved to M&K's satisfaction, would have caused them to make references
to the subject matter in connection with their reports of our consolidated
financial statements for such years. In addition, we believe there were no
reportable events as defined in Item 304(a)(1)(iv)(B) of Regulation S-B except
for material weaknesses in our system of internal controls communicated to us by
M&K as disclosed in Item 8A on our 2004 10-KSB filed on April 15, 2005.

On February 16, 2006, based upon the recommendation of and approval by our board
of directors we dismissed Wolinetz & Lafazan & Co. ("W&L") as our independent
auditor and engaged Bouwhuis, Morrill & Company to serve as our independent
auditor for the fiscal year ending December 31, 2005.

We hired W&L on April 18, 2005 to be our auditors for the fiscal year ending
December 31, 2005, but as a result of the acquisition on December 22, 2005 of
Global Portals Online, Inc. and the resulting change of control, our new board
decided to utilize the services of Bouwhuis Morrill & Company to serve as our
auditors for the fiscal year ending December 31 2005. Accordingly, W&L never
reported on our financial statements, but did review our unaudited statements
included in our Form 10-QSB filed during the time of their engagement.

From April 18, 2005 through February 16, 2006, there were no disagreements with
W&L on any matter of accounting principal or practices, financial statement
disclosure or auditing scope or procedure which, if not resolved to W&L's
satisfaction would have caused them to make references to the subject matter in
connection with their report. In addition, we believe there were no reportable
events as defined in Item 304(a)(1)(iv)(B) of Regulation S-B except for material
weaknesses in our system of internal controls communicated to us by M&K as
disclosed in item 8A in our 2004 10-KSB filed on April 15, 2005.

                                       8
<PAGE>

                                    PART III

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 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)

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)

                                       9
<PAGE>

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)

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

                                       10
<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 12, 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

                                       11