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

                                   Form 10-KSB

(Mark One)

|X|   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934

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

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

                For the transition period from ______________ to________________

                                                Commission file number 000-29462

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

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

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

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

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

       Title of each class             Name of each exchange on which registered

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

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

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

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


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

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

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

<PAGE>

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.         Yes |X| No |_|

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

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

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

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

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

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None

Transitional Small Business Disclosure Format (Check one): Yes |_| No |X|


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<PAGE>

PRIVATE SECURITIES LITIGATION REFORM ACT SAFE HARBOR STATEMENT

When used in this Annual Report on Form 10-KSB, the words "may," "will,"
"expect," "anticipate," "continue," "estimate," "intend," "plans", and similar
expressions are intended to identify forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934 regarding events, conditions and financial
trends which may affect the Company's future plans of operations, business
strategy, operating results and financial position. Such statements are not
guarantees of future performance and are subject to risks and uncertainties and
actual results may differ materially from those included within the
forward-looking statements as a result of various factors. Such factors include,
among others: (i) the Company's ability to obtain additional sources of capital
to fund continuing operations; in the event it is unable to timely generate
revenues (ii) the Company's ability to retain existing or obtain additional
licensees who will act as distributors of its products; (iii) the Company's
ability to obtain additional patent protection for its technology; and (iv)
other economic, competitive and governmental factors affecting the Company's
operations, market, products and services. Additional factors are described in
the Company's other public reports and filings with the Securities and Exchange
Commission. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date made. The Company
undertakes no obligation to publicly release the result of any revision of these
forward-looking statements to reflect events or circumstances after the date
they are made or to reflect the occurrence of unanticipated events.


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<PAGE>

ITEM 1. BUSINESS

Overview

110 Media Group, Inc. ("110 Media," "we," "us," "our" or the "Company") was
incorporated as a Colorado corporation in 1987 and reincorporated in Delaware in
2000. Our principal executive offices are located at 100 West Lucerne Circle,
Suite 600, Orlando, Florida 32801, and our telephone number at that location is
(407) 540-0452. Our common stock trades on the Over The Counter Bulletin Board
under the symbol "ONTN."

We market products and services that are designed to permit individuals and
small businesses to operate effectively on the internet. Our services
principally consist of free and fee-based web hosting and targeted traffic
redirection. We have also developed and offer informational, educational and
clearing house services on a subscription basis and offer a suite of web
development and operational tools that permit non-technical users to develop and
operate robust, professional business websites.

Corporate History

We were originally organized as a Colorado corporation and our name was Medical
Management Systems, Inc. ("MMGS") in 1987. In August 2000, we reincorporated in
Delaware and changed our name to Dominix, Inc.

In January 2001 we acquired International Controllers, Inc. ("ICON"). We became
a shell corporation as a result of the sale of ICON in April 2002. During the
period from April 2002 through September 2003 we explored other opportunities.

On April 8, 2003 we entered into a letter of intent to acquire Dalian Xindian
Chitin Co., a Republic of China Company engaged in the business of developing
and manufacturing products derived from the natural resource chitin for a
variety of industries. As a result of our inability to complete a thorough due
diligence investigation, we let the letter of intent expire on May 31, 2003.

On July 22, 2003, we entered into a letter of intent with Jade Entertainment
Group, Inc., a New York corporation ("Jade") and Blu-TV, Inc., a New York
corporation ("Blu") involved in the distribution of adult content through cable
and pay per view channels. We initiated contact with both Blu-TV and Jade. On
September 10, 2003, we received a letter from Blu terminating the letter of
intent with respect to their participation. We determined to go forward with the
proposed acquisition of Jade and on September 22, 2003, we executed an amended
letter of intent with Jade which was subsequently further amended on September
26, 2003 to include the acquisition of the business and operations of
MarketShare Recovery, Inc., a New York corporation ("MarketShare"). On December
5, 2003, we completed the acquisition of Jade by way of merger through the
Company's wholly owned subsidiary, Jade Acquisition Corp. by issuing 743,750
shares of common stock and 82,167 shares of its Series B Convertible Preferred
Stock, which was converted into 6,834,631 shares of our common stock on June 4,
2004, together representing 36% of the Company. This transaction has been


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<PAGE>

accounted for as a reverse merger with Jade the acquirer of the Company. The
reverse merger was accounted for as a recapitalization and the stockholder's
equity was retroactively restated to the inception of Jade, July 5, 2001. On
March 30, 2004, we entered into a termination agreement with MarketShare
Recovery Inc., canceling our proposed acquisition of MarketShare and
simultaneously Jade entered into a database license agreement with MarketShare.
The license permitted us to utilize Market Share's proprietary database without
having to acquire MarketShare. MarketShare and Jade are related parties in that
they have the same management.

On December 5, 2004, we acquired the database assets of Web1000.com. Pursuant to
the Agreement, we acquired a website known as Web1000.com along with the
customer list related to that website. The purchase price for the assets was
$400,000. On July 12, 2005, we entered into a two-year management services
agreement with Global Portals Online, Inc. (formerly known as Personal Portals
Online, Inc.,"Global Portals"), which we subsequently acquired. Under the
agreement, Global Portals was given primary responsibility for the management,
redesign and redevelopment of our web traffic operations and technology, finance
and accounting in exchange for our issuing 200,000 shares of common stock to
Global Portals and agreeing to pay a fee of 5% of our net monthly revenues.

On August 19, 2005 we sold of all of the issued and outstanding shares of common
stock of Jade to Raymond Barton and Tim Schmidt, former officers and directors.
We received consideration valued at $35,000 consisting of the return and
delivery of 33,333 shares of common stock and the cancellation of Ray Barton,
Michael Barton and Tim Schmidt's employment agreements.

On December 22, 2005, we completed the acquisition of Global Portals pursuant to
an Agreement and Plan of Share Exchange December 1, 2005. At the effective time
of the share exchange, all of the shares of Global Portals were exchanged for an
aggregate of 11,442,446 shares of our common stock on the basis of 2.54 shares
of Global Portals for one share of our common stock. The 11,442,446 shares of
common stock issued to the Global Portals shareholders represent approximately
85% of our common stock outstanding after the exchange. As a result of the
foregoing, our operations are conducted by 110 Media Group, Inc., the parent
company and Global Portals, our wholly owned subsidiary.

Products and Services

We provide a variety of products and services to facilitate the sharing of
information and e-commerce on the world wide web. Our products and services are
intended to provide both turnkey and customizable solutions for personal,
community organizations and small businesses. In addition to website
development, management and website hosting services, we derive revenue from the
sale of targeted traffic to large search engine companies including Google and
Yahoo and to small businesses that are seeking to purchase internet traffic that
may purchase the goods or services that the domain owner is offering.

The following are the principal products and services we offer:

       Web1000.com              -  free webhosting

       Web1000Traffic.com       -  sale of targeted traffic from expired domain
                                   names


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       TemplateSuperstore.com   -  sale of website templates

       ZeroBrand.com            -  turnkey solutions for the development and
                                   operation of webhosting business

       Portal Engine Pro(R)     -  proprietary personal portal generation

       ChamberECommerce.com     -  clearinghouse for the exchange of E-business
                                   and E-marketing products and services

       Custombizwebsites.com    -  complete design, management and hosting
                                   services for business owners

Web1000.com

Web1000 provides free webhosting. Instead of paying a monthly fee, Web1000's
customers use our service without cost, in exchange for agreeing to allow one of
the following:

      o     Traffic to their websites from specific countries can be redirected
            to advertisers;

      o     Traffic generated from missing pages or files on their site
            (officially known as a 404 error) can be redirected to an advertiser
            or a page of advertisements; and/or

      o     We may or may not "skim" some small percentage of their traffic and
            send it to an advertiser or a page of advertisements.

The advertisers then pay Web1000 in one of two ways:

      o     A commission on all sales generated; or

      o     A negotiated cash payment for every 1,000 visitors we direct to a
            specific advertiser.

Additional revenues may be generated in the future by selling additional
services such as e-mail and shared advertising whereby we place text ads on
their site, someplace near the bottom, similar to "Google's adsence."

Web1000Traffic.com

We capture, market and sell internet traffic under the domain name
"Web1000Traffic.com." We obtain the traffic by purchasing expired domain names
and indexing in our database engine. We sell the traffic either in bulk or
bundled as "targeted" to specific categories of interest. For example, if the
domain name "ABCfishing.com" has expired, we may purchase it from a domain name
registry such as register.com. We then redirect traffic (viewers clicking on the
domain name as a result of various internet search engines) to our servers and
sell this traffic to subscribers either as part of a bulk sale or (at a higher
price) to subscribers that wish to obtain traffic that appears interested in
"fishing."


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<PAGE>

ChamberECommerce.com

We provide non-technical business operators of small to medium-sized businesses
with all the necessary services needed to migrate their cottage industry to the
Internet, or start a new Internet business. Similar to AOL which services
non-technical Internet users, ChamberECommerce. com website and related sites
package necessary components required for a dynamic online business into one
integrated friendly, helpful, non-threatening bundle that can be easily accessed
and managed by low-tech business operators. We provide all elements basic to any
business endeavor in a cost-effective package offered for $29.95 per month with
no start-up fees. A client simply needs to add their information and products or
services to be in business in as little as an hour without having knowledge of
website development tools such as HTML, Flash, Secure Socket Layers, FTP, or any
other technical aspect of creating and running a website. The services include:

      o     Pre-configured, professionally designed, tested, live websites (not
            templates that must be made into a website)
      o     Integrated web-stores and shopping carts that match web design
      o     URL ownership
      o     Merchant account for accepting credit card, PayPal and other payment
      o     Free auction service
      o     Hosting of all services with automatic backup, redundancy and
            security
      o     Marketing including logo builder, search engine optimization,
            affiliate programs, email, newsletters, and Chamber of Ecommerce
            Associate membership
      o     Shipping support via partner arrangements
      o     Reports providing information that allows owners to focus on doing
            business versus managing technical site details
      o     Accounting provides automatic transaction recording, inventory
            control, check register, expense tracking, tax accounting and
            reporting
      o     Hiring and HR tools
      o     Advertising sales for site banners
      o     Purchasing discounts on goods and services via partner network
      o     Extensive business support library
      o     24/7/365 friendly, helpful support
      o     Massive affiliate sales force via MillionNewJobs
      o     Immediate traffic

As our clients gain confidence and technical knowledge they can increasingly
tailor their sites and access more sophisticated tools if desired. We offer
successively higher levels of services, features and support at additional cost
to our clients.

Competition

We face competition in three principal areas:

      o     distribution of services;


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<PAGE>

      o     demand for services on our affiliates Web sites; and

      o     usage of our services by advertisers.

We compete with companies that provide both mainstream and specialty adult
oriented affiliate/referral advertising services that are similar to our
services. In addition, we cannot provide any assurance that another search
service will not successfully offer a competitive affiliate/referral advertising
service. We believe it is likely that there will be additional entrants to the
affiliate/referral search market. These competitors will compete against us for
affiliate arrangements. This competition could cause us to enter into affiliate
agreements with less favorable terms or lose affiliates or potential affiliates.

This could reduce our number of paid introductions, increase the amount of
revenue shared with affiliates, and reduce total revenues and thereby have a
material adverse effect on our business, operating results and financial
condition.

Our affiliates face competition for user traffic within the search marketplace,
which affects the number of paid introductions on our service. If the users of
these affiliates prefer the services offered by the affiliates competitors with
whom we do not have a relationship, the businesses of our affiliates may suffer.

This may in turn have a material adverse effect on our business, operating
results and financial condition. In addition, many of our affiliates compete
with one other, and this may make it difficult for us to develop some affiliate
relationships.

We also compete with providers of pay-per-click search services and other search
services, Internet service providers, other Web sites and advertising networks
such as Double-Click, Inc. and 24/7 Media, Inc., as well as traditional offline
media such as television, radio and print and direct marketing companies, for a
share of advertisers total advertising budgets. Accordingly, we may face
increased pricing pressure for the sale of advertisements and direct marketing
opportunities. We may also face a decrease in demand for the Askjade.com
service. This could have a material adverse effect on our business, operating
results and financial condition.

Many of our competitors, as well as potential entrants into our market, have
longer operating histories, larger customer or user bases, greater brand
recognition and greater financial, marketing and other resources than we do.

Many current and potential competitors can devote substantially greater
resources to promotion, Web site and systems development than we can. In
addition, as the use of the Internet and other online services increases,
larger, well-established and well-financed entities may continue to acquire,
invest in or form joint ventures with providers of Web directories, search and
information services or advertising solutions. Existing providers of Web
directories, search and information services or advertising solutions may
continue to consolidate.

Our software and web development services will compete with both independent
software developers, major software companies a such as Microsoft, and their
OEM's and specialized web development and advertising companies. Most of these
competitors have far greater financial and marketing resources than we do. We
believe that offering our services and products as a fully integrated sites
geared to small businesses give certain advantages, but there can be no
assurance that we will gain consumer acceptance.


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<PAGE>

Government Regulation and Industry Standards

There are an increasing number of laws and regulations in the United States and
abroad pertaining to communications and commerce on the Internet. In addition, a
number of legislative and regulatory proposals are under consideration by
federal, state, local and foreign governments. Laws or regulations may be
adopted with respect to the Internet relating to liability for information
retrieved from or transmitted over the Internet, user privacy, taxation and the
quality of products and services. Moreover, the application to the Internet of
existing laws governing issues such as intellectual property ownership and
infringement, pornography, obscenity, libel, gaming, employment and personal
privacy is uncertain and developing. Any such legislation or regulation, or the
application or interpretation of existing laws, may decrease the growth in the
use of the Internet in general, prevent us from delivering our content in
different parts of the world and increase our costs of selling products or
otherwise operating our business.

Several federal, state and foreign statutes prohibit the transmission of
indecent, pornographic, obscene or offensive content over the Internet to
particular groups or persons. The extent to which these laws apply to us is
limited due to the fact that we do not own or display photographic/pictorial
content, other than advertising banners that appear on our site, though we have
acquired a foreign adult film library. We will use discretion in determining
what graphical advertisements will be allowed on our websites.

Furthermore, legislation regulating online content could limit the growth in use
of the Internet generally and decrease the acceptance of the Internet as an
advertising and e-commerce medium.

Websites typically place identifying data, or cookies, on a user's hard drive
without the user's knowledge or consent. We and many other Internet companies
use cookies for a variety of different reasons, including the collection of data
derived from the user's Internet activity. Any reduction or limitation in the
use of cookies could limit the effectiveness of our sales and marketing efforts.
Most currently available Web browsers allow users to remove cookies at any time
or to prevent cookies from being stored on their hard drive.

Some privacy advocates and governmental bodies have suggested limiting or
eliminating the use of cookies. In addition, the European Union and many
countries within the EU have adopted privacy directives or laws that strictly
regulate the collection and use of information regarding Internet users that is
identifiable to particular individuals. Privacy legislation has been proposed in
the U.S. as well, and the U.S. Federal Trade Commission has taken action against
website operators that do not comply with state privacy policies. These and
other governmental efforts may limit our ability to target advertising or
collect and use information regarding the use of our websites. Fears relating to
a lack of privacy could also result in a reduction in the number of our users
and subscribers which could harm our business and financial results.


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<PAGE>

Network Access Points and Data Center

      We provide our services through our network access point located Lucerne
Center. Our network access point and data center feature direct high speed
connections to multiple major Internet network service providers, including
AT&T, Sprint, Verizon (formally MCI). As of December 31, 2005 we directly
operated one network access point and terminated all operating agreements with
third parties for such services

Sales and Marketing

      Our sales and marketing objective is to achieve market penetration and
increase brand recognition among small business customers. We market solely on
the internet.

Customers

      As of December 31, 2005, we had approximately 450,000 customers. Our
customer base is not concentrated in any particular industry. In each of the
past three fiscal years, no single customer has accounted for 10 percent or more
of our net sales. We provide services to customers in multiple vertical industry
segments including: financial services, media and communications, travel,
e-commerce and retail and technology.

Intellectual Property

      We intend to rely on a combination of copyright, patent, trademark, trade
secret and other intellectual property law, nondisclosure agreements and other
protective measures to protect our proprietary rights. We also utilize
unpatented proprietary know-how and trade secrets and employ various methods to
protect such intellectual property. Taken as a whole, we believe our
intellectual property rights are significant and that the loss of all or a
substantial portion of such rights could have a material adverse effect on our
results of operations. We cannot assure you that our intellectual property
protection measures will be sufficient to prevent misappropriation of our
technology. In addition, the laws of many foreign countries do not protect our
intellectual properties to the same extent as the laws of the United States.
From time to time, third parties have or may assert infringement claims against
us or against our customers in connection with their use of our products or
services. In addition, we may desire or be required to renew or to obtain
licenses from others in order to further develop and market commercially viable
products or services effectively. We cannot assure you that any necessary
licenses will be available on reasonable terms.

Employees

We employed 2 people as of December 31, 2005. None of our employees are
represented by a union and we believe our relationships with our employees are
good. In addition, we outsource some of our customer service activities.


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RISK FACTORS

You should carefully consider the risks described below. These risks are not the
only ones that we may face. Additional risks and uncertainties that we are
unaware of, or that we currently deem immaterial, also may become important
factors that affect us. If any of the following risks occurs, our business,
financial condition or results of operations could be materially and adversely
affected.

Risks Related to Our Business

We have a history of losses and may not achieve or sustain profitability.

      We have incurred net losses in each quarterly and annual period since we
began operations. We cannot guarantee that we will become profitable. Even if we
achieve profitability, given the competitive and evolving nature of the industry
in which we operate, we may not be able to sustain or increase profitability on
a quarterly or annual basis, and our failure to do so would adversely affect our
business, including our ability to raise additional funds.

Our operations have historically been cash flow negative, and we have depended
on equity and debt financings to meet our cash requirements, which may not be
available to us in the future on favorable terms.

      We have experienced negative operating cash flow and have depended upon
equity and debt financings, as well as borrowings from affiliates and
shareholders, to meet our cash requirements in most quarterly and annual periods
since we began our operations. We expect to meet our cash requirements in 2006
through a combination of debt or equity private placements and borrowings. Our
capital requirements depend on several factors, including the rate of market
acceptance of our services, the ability to expand and retain our customer base,
and other factors. If our cash requirements vary materially from those currently
planned, if our cost reduction initiatives have unanticipated adverse effects on
our business, or if we fail to generate sufficient cash flow from the sales of
our services, we may require additional financing sooner than anticipated. We
cannot assure you that we will be able to obtain additional financing on
commercially favorable terms, or at all.

We may not be able to compete successfully against current and future
competitors.

      The Internet services market is highly competitive, as evidenced by recent
declines in pricing for Internet connectivity services. We expect competition
from existing competitors to continue to intensify in the future, and we may not
have the financial resources, technical expertise, sales and marketing abilities
or support capabilities to compete successfully. Our competitors currently
include: regional Bell operating companies that offer Internet access; global,
national and regional Internet service providers; providers of specific
applications or solutions such as content distribution, security or storage;
software-based and other Internet infrastructure providers and manufacturers;
and colocation and data center providers. In addition, Internet network service
providers may make technological advancements, such as the introduction of
improved routing protocols to enhance the quality of their services, which could
negatively impact the demand for our products and services.


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<PAGE>

      In addition, we will face additional competition as we expand our managed
services product offerings, including competition from technology and
telecommunications companies. A number of telecommunications companies and
Internet service providers have been offering or expanding their network
services. Further, the ability of some of these potential competitors to bundle
other services and products with their network services could place us at a
competitive disadvantage. Various companies are also exploring the possibility
of providing, or are currently providing, high-speed, intelligent data services
that use connections to more than one network or use alternative delivery
methods including the cable television infrastructure, direct broadcast
satellites and wireless local loop. Many of our existing and future competitors
may have greater market presence, engineering and marketing capabilities, and
financial, technological and personnel resources than we do. As a result, our
competitors may have significant advantages over us. Increased competition and
technological advancements by our competitors could adversely affect our
business, results of operations and financial condition.

We depend on a number of Internet network service providers to provide Internet
connectivity to our network access points. If we are unable to obtain required
connectivity services on a cost-effective basis or at all, or if such services
are interrupted or terminated, our growth prospects and business, results of
operations and financial conditions would be adversely affected.

      In delivering our services, we rely on a number of Internet networks, all
of which are built and operated by others. In order to be able to provide high
performance connectivity services to our customers through our network access
points, we purchase connections from several Internet network service providers.
We cannot assure you that these Internet network service providers will continue
to provide service to us on a cost-effective basis or on otherwise competitive
terms, if at all, or that these providers will provide us with additional
capacity to adequately meet customer demand. Consolidation among Internet
network service providers limits the number of vendors from which we obtain
service, possibly resulting in higher network costs to us. We may be unable to
establish and maintain relationships with other Internet network service
providers that may emerge or that are significant in geographic areas, such as
Asia and Europe, in which we may locate our future network access points. Any of
these situations could limit our growth prospects and adversely affect our
business, results of operations and financial condition.

We depend on third-party suppliers for key elements of our network
infrastructure and to provide services. If we are unable to obtain products or
services, such as network access loops or local loops, on favorable terms or at
all, or in the event of a failure of these suppliers to deliver their products
and services as agreed, our ability to provide our services on a competitive and
timely basis would be impaired and our results of operations and financial
conditions would be adversely affected.

      Any failure to obtain required products or services from third-party
suppliers on a timely basis and at an acceptable cost would affect our ability
to provide our services on a competitive and timely basis. In addition to
depending on services from third party Internet network service we depend on


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other companies to supply various key elements of our infrastructure, including
the network access loops between our network access points and our Internet
network service providers and the local loops between our network access points
and our customers' networks. Pricing for such network access loops and local
loops has been rising significantly over time, and we generally bill these
charges to our customers at low or no margin, while some of our competitors have
their own network access loops and local loops and are therefore not subject to
similar availability and pricing issues. In addition, we currently purchase
routers and switches from a limited number of vendors. Furthermore, we do not
carry significant inventories of the products we purchase, and we have no
guaranteed supply arrangements with our vendors. A loss of a significant vendor
could delay any build-out of our infrastructure and increase our costs. If our
limited source of suppliers fails to provide products or services that comply
with evolving Internet standards or that interoperate with other products or
services we use in our network infrastructure, we may be unable to meet all or a
portion of our customer service commitments, which could adversely affect our
business, results of operations and financial condition.

We have acquired and may acquire other businesses, and these acquisitions
involve numerous risks.

      We intend to pursue additional acquisitions of complementary businesses,
products, services and technologies to enhance our existing services, expand our
service offerings and enlarge our customer base. If we complete future
acquisitions, we may be required to incur or assume additional debt and make
capital expenditures and issue additional shares of our common stock or
securities convertible into our common stock as consideration, which will dilute
our existing stockholders' ownership interest and may adversely affect our
results of operations. Our ability to grow through acquisitions involves a
number of additional risks including the following:

      o     the ability to identify and consummate complementary acquisition
            candidates;

      o     the possibility that we may not be able to successfully integrate
            the operations, personnel, technologies, products and services of
            the acquired companies in a timely and efficient manner;

      o     diversion of management's attention from normal daily operations to
            negotiate acquisitions and integrate acquired businesses;

      o     insufficient revenue to offset significant unforeseen costs and
            increased expense associated with the acquisitions;

      o     challenges in completing projects associated with in-process
            research and development being conducted by the acquired businesses;

      o     risks associated with our entrance into markets in which we have
            little or no prior experience and where competitors have a stronger
            market presence;


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<PAGE>

      o     deferral of purchasing decisions by current and potential customers
            as they evaluate the likelihood of success of our acquisitions;

      o     issuance by us of equity securities that would dilute ownership of
            our existing stockholders;

      o     incurrence and/or assumption of significant debt, contingent
            liabilities and amortization expense; and

      o     loss of key employees of the acquired companies.

      Failure to effectively manage our growth through acquisitions could
adversely affect our growth prospects, business, results of operations and
financial condition.

Disputes with vendors regarding the delivery of services may materially impact
our results of operations and cash flows.

      In delivering our services, we rely on a number of Internet network,
telecommunication and other vendors. We work directly with these vendors to
provision services such as establishing, modifying or discontinuing services for
our customers. Because of the volume of activity, billing disputes inevitably
arise. These disputes typically stem from disagreements concerning the starting
and ending dates of service, quoted rates, usage and various other factors.
Disputed costs, both in the vendors' favor and our favor, are researched and
discussed with vendors on an ongoing basis until ultimately resolved. We record
the cost and a liability based on our estimate of the most likely outcome of the
dispute. These estimates are periodically reviewed by management and modified in
light of new information or developments, if any. Because estimates regarding
disputed costs include assessments of uncertain outcomes, such estimates are
inherently vulnerable to changes due to unforeseen circumstances that could
materially and adversely affect our results of operations and cash flows.

We depend upon our key employees and may be unable to attract or retain
sufficient numbers of qualified personnel.

      Our future performance depends to a significant degree upon the continued
contributions of our executive management team and other key employees. To the
extent we are able to expand our operations and deploy additional network access
points, we may need to increase our workforce. Accordingly, our future success
depends on our ability to attract, hire, train and retain highly skilled
management, technical, sales, marketing and customer support personnel.
Competition for qualified employees is intense, and we compete for qualified
employees with companies that may have greater financial resources than we have.
Our employment agreements with our executive officers provide that either party
may terminate their employment at any time. Consequently, we may not be
successful in attracting, hiring, training and retaining the people we need,
which would seriously impede our ability to implement our business strategy.


                                       14
<PAGE>

If we fail to adequately protect our intellectual property, we may lose rights
to some of our most valuable assets.

      We intend to rely on a combination of copyright, patent, trademark, trade
secret and other intellectual property law, nondisclosure agreements and other
protective measures to protect our proprietary rights. We also utilize
unpatented proprietary know-how and trade secrets and employ various methods to
protect such intellectual property. Taken as a whole, we believe our
intellectual property rights are significant and that the loss of all or a
substantial portion of such rights could have a material adverse effect on our
results of operations. We cannot assure you that our intellectual property
protection measures will be sufficient to prevent misappropriation of our
technology. In addition, the laws of many foreign countries do not protect our
intellectual properties to the same extent as the laws of the United States.
From time to time, third parties have or may assert infringement claims against
us or against our customers in connection with their use of our products or
services. In addition, we may desire or be required to renew or to obtain
licenses from others in order to further develop and market commercially viable
products or services effectively. We cannot assure you that any necessary
licenses will be available on reasonable terms.

We may face litigation and liability due to claims of infringement of
third-party intellectual property rights.

      The Internet services industry is characterized by the existence of a
large number of patents and frequent litigation based on allegations of patent
infringement. From time to time, third parties may assert patent, copyright,
trademark, trade secret and other intellectual property rights to technologies
that are important to our business. Any claims that our products or services
infringe or may infringe proprietary rights of third-parties, with or without
merit, could be time-consuming, result in costly litigation, divert the efforts
of our technical and management personnel or require us to enter into royalty or
licensing agreements, any of which could significantly harm our operating
results. In addition, our customer agreements generally provide for us to
indemnify our customers for expense or liabilities resulting from claimed
infringement of patents or copyrights of third parties, subject to certain
limitations. If an infringement claim against us were to be successful, and we
were not able to obtain a license to the relevant or a substitute technology on
acceptable terms or redesign our products or services to avoid infringement, our
ability to compete successfully in our competitive market would be materially
impaired.

Risks Related to Our Industry

The future evolution of the Internet market, and therefore the role of our
products and services, cannot be predicted with certainty.

      We face the risk that the market for Internet services might develop more
slowly or differently than currently projected, or that our services may not
achieve continued and/or widespread market acceptance. Furthermore, we may be
unable to market and sell our services successfully and cost-effectively to a
sufficiently large number of customers. We typically offer free or low cost


                                       15
<PAGE>

services and charge a premium for our upgraded services, which may affect market
acceptance of our services or adversely impact the rate of market acceptance. We
believe the danger of non-acceptance is particularly acute during economic
slowdowns and when there is significant pricing pressure on Internet service
providers. Finally, if the Internet becomes subject to a form of central
management, or if Internet network service providers establish an economic
settlement arrangement regarding the exchange of traffic between Internet
networks, the demand for our Internet connectivity services could be adversely
affected.

If we are unable to respond effectively and on a timely basis to rapid
technological change, we may lose or fail to establish a competitive advantage
in our market.

      The Internet connectivity industry is characterized by rapidly changing
technology, industry standards and customer needs, as well as by frequent new
product and service introductions. New technologies and industry standards have
the potential to replace or provide lower cost alternatives to our services. The
adoption of such new technologies or industry standards could render our
existing services obsolete and unmarketable. Our failure to anticipate the
prevailing standard, to adapt our technology to any changes in the prevailing
standard or the failure of a common standard to emerge could hurt our business.
Our pursuit of necessary technological advances may require substantial time and
expense, and we may be unable to successfully adapt our network and services to
alternative access devices and technologies.

Our network and software are vulnerable to security breaches and similar threats
that could result in our liability for damages and harm our reputation.

      There have recently been a number of widespread and disabling attacks on
public and private networks. The number and severity of these attacks may
increase in the future as network assailants take advantage of outdated
software, security breaches or incompatibility between or among networks.
Computer viruses, intrusions and similar disruptive problems could result in our
liability for damages under agreements with our customers, and our reputation
could suffer, thereby deterring potential customers from working with us.
Security problems or other attacks caused by third parties could lead to
interruptions and delays or to the cessation of service to our customers.
Furthermore, inappropriate use of the network by third-parties could also
jeopardize the security of confidential information stored in our computer
systems and in those of our customers and could expose us to liability under
Internet "spam" regulations. In the past, third parties have occasionally
circumvented some of these industry-standard measures. Therefore, we cannot
assure you that the measures we implement will not be circumvented. Our efforts
to eliminate computer viruses and alleviate other security problems may result
in increased costs, interruptions, delays or cessation of service to our
customers, which could hurt our business, results of operations and financial
condition.

Terrorist activity throughout the world and military action to counter terrorism
could adversely impact our business.

      The continued threat of terrorist activity and other acts of war or
hostility may have an adverse effect on business, financial and general economic
conditions internationally. Effects from any future terrorist activity,
including cyber terrorism, may, in turn, increase our costs due to the need to
provide enhanced security, which would adversely affect our business and results


                                       16
<PAGE>

of operations. These circumstances may also damage or destroy the Internet
infrastructure and may adversely affect our ability to attract and retain
customers, our ability to raise capital and the operation and maintenance of our
network access points.

The following risks relate principally to our common stock and its market value:

Trading on the OTC Bulletin Board may be volatile and sporadic, which could
depress the market price of our common stock and make it difficult for our
stockholders to resell their shares.

      Trading in stock quoted on the OTC Bulletin Board is often thin and
characterized by wide fluctuations in trading prices, due to many factors that
may have little to do with a company's operations or business prospects. This
volatility could depress the market price of our common stock for reasons
unrelated to our business or operating performance. Moreover, the OTC Bulletin
Board is not a stock exchange, and trading of securities on the OTC Bulletin
Board is often more sporadic than the trading of securities listed on a
quotation system like NASDAQ or a stock exchange like the American Stock
Exchange. Accordingly, stockholders may have difficulty reselling any of their
shares of common stock.

Our Common Stock price may be volatile and could fluctuate widely in price,
which could result in substantial losses for investors.

      The market price of our common stock is likely to be highly volatile and
could fluctuate widely in price in response to various factors, many of which
are beyond our control, including:

      o     technological innovations or new products and services by us or our
            competitors;
      o     government regulation of our products and services;
      o     the establishment of partnerships with other technology companies;
      o     intellectual property disputes;
      o     additions or departures of key personnel;
      o     sales of our common stock
      o     our ability to integrate operations, technology, products and
            services;
      o     our ability to execute our business plan;
      o     operating results below expectations;
      o     loss of any strategic relationship;
      o     industry developments;
      o     economic and other external factors; and
      o     period-to-period fluctuations in our financial results.

      Because we are a development stage company with no revenues to date, you
should consider any one of these factors to be material. Our stock price may
fluctuate widely as a result of any of the above.

      In addition, the securities markets have from time to time experienced
significant price and volume fluctuations that are unrelated to the operating
performance of particular companies. These market fluctuations may also
materially and adversely affect the market price of our common stock.


                                       17
<PAGE>

We have not paid cash dividends in the past and do not expect to pay cash
dividends in the future on our common stock. Any return on investment may be
limited to the value of our common stock.

      We have never paid cash dividends on our common stock and do not
anticipate paying cash dividends in the foreseeable future. The payment of cash
dividends on our common stock will depend on earnings, financial condition and
other business and economic factors at such time as the board of directors may
consider relevant. If we do not pay cash dividends, our common stock may be less
valuable because a return on your investment will only occur if its stock price
appreciates.

Penny stock regulations may impose certain restrictions on marketability of our
stock.

      Our common stock is currently listed for trading on the OTC Bulletin Board
which is generally considered to be a less efficient market than markets such as
NASDAQ or other national exchanges, and which may cause difficulty in conducting
trades and difficulty in obtaining future financing. Further, our securities are
subject to the "penny stock rules" adopted pursuant to Section 15 (g) of the
Securities Exchange Act of 1934, as amended, or Exchange Act. The penny stock
rules apply to non-NASDAQ companies whose common stock trades at less than $5.00
per share or which have tangible net worth of less than $5,000,000 ($2,000,000
if the company has been operating for three or more years). Such rules require,
among other things, that brokers who trade "penny stock" to persons other than
"established customers" complete certain documentation, make suitability
inquiries of investors and provide investors with certain information concerning
trading in the security, including a risk disclosure document and quote
information under certain circumstances. Many brokers have decided not to trade
"penny stock" because of the requirements of the penny stock rules and, as a
result, the number of broker-dealers willing to act as market makers in such
securities is limited. In the event that we remain subject to the "penny stock
rules" for any significant period, there may develop an adverse impact on the
market, if any, for our securities. Because our securities are subject to the
"penny stock rules," investors will find it more difficult to dispose of our
securities. Further, for companies whose securities are traded in the OTC
Bulletin Board, it is more difficult: (i) to obtain accurate quotations, (ii) to
obtain coverage for significant news events because major wire services, such as
the Dow Jones News Service, generally do not publish press releases about such
companies, and (iii) to obtain needed capital.


                                       18
<PAGE>

Our Board of Directors may issue and fix the terms of shares of our preferred
stock without stockholder approval, which could adversely affect the voting
power of holders of our common stock or any change in control of our company.

      Our certificate of incorporation authorizes the issuance of up to
10,000,000 shares of "blank check" preferred stock, with such designation rights
and preferences as may be determined from time to time by the Board of
Directors. Our Board of Directors is empowered, without shareholder approval, to
issue additional shares of preferred stock with dividend, liquidation,
conversion, voting or other rights which could adversely affect the voting power
or other rights of the holders of our common stock. In the event of such
issuances, the preferred stock could be utilized, under certain circumstances,
as a method of discouraging, delaying or preventing a change in control of our
company.

A sale of a substantial number of shares of our common stock may cause the price
of our common stock to decline.

      The market price of our common stock could decline as a result of sales of
substantial amounts of our common stock in the public market, or the perception
that these sales could occur. In addition, these factors could make it more
difficult for us to raise funds through future offerings of common stock. All of
the shares of our common stock covered by this prospectus will be freely
transferable without restriction or further registration under the Securities
Act.

ITEM 2: DESCRIPTION OF PROPERTY

      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.

ITEM 3: LEGAL PROCEEDINGS

No material legal proceedings.

ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters submitted to the Company's security holders for a vote
during the fourth quarter of this fiscal year.


                                       19
<PAGE>

                                     PART II

ITEM 5: MARKET FOR REGISTRANT'S SECURITIES AND RELATED STOCKHOLDER MATTERS

Our common stock presently trades on the Over-the-Counter Bulletin Board or
OTCBB and trades under the symbol ONTN. From June 4, 2004 to October 15, 2005
our common stock traded under the symbol "OTEN." Prior to June 4, 2004, our
common stock traded on the OTCBB under the symbol "DMNX." The last reported sale
price of our common stock was $1.55 per share on April 14, 2006.

The following table sets forth certain information with respect to the high and
low bid prices of the Company's common stock for the fiscal years ended December
31, 2004 and 2005, all adjusted to reflect a 200 for 1 reverse stock split
effective June 4, 2004, a .75 for 1 stock dividend effective July 16, 2004 and a
15 for 1 reverse stock split effective October 4, 2005.

                                                              BID
                                                   -----------------------

      QUARTER ENDED                                 HIGH              LOW
      -------------                                 ----              ---

            2004
            ----

      March 31                                     39.00             18.00
      June 30                                      16.50             0.045
      September 30                                 11.25              2.25
      December 31                                   3.75              1.80

            2005
            ----

      March 31                                      3.60             1.425
      June 30                                       2.10             0.825
      September 30                                  3.15             0.765
      December 31                                   1.65             0.065

The quotations reflect interdealer prices without retail markup, markdown, or a
commission, and may not necessarily represent actual transactions.

As of April 14, 2006, there were 13,403,892 shares issued and outstanding and we
had 359 registered holders of our common shares.

Dividends

We have not paid any dividends on our common stock since inception. We do not
anticipate declaration or payment of any dividends at any time in the
foreseeable future. Our Series AA preferred stock provides for a 7% cumulative
dividend.


                                       20
<PAGE>

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.

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.


                                       21
<PAGE>

RESULTS OF OPERATIONS -

COMPARISON OF YEARS ENDED DECEMBER 31, 2005 AND 2004

Net revenues increased by 440% from $30,234 for the year ended December 31, 2004
to $163,233 for the years 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.

Cost of revenues as a percentage of net revenues decreased from 92% of net
revenues for the year ended December 31, 2004 to 51.7% of net revenues for the
year ended December 31, 2005. The decrease in cost of revenues is due to the
increase in traffic and subsequent revenue.

Compensatory element of stock transactions decreased from $418,708 for the year
ended December 31, 2004 to $305,342, for the year ended December 31, 2005. The
decrease is due to the disposition of Jade and former management.

Depreciation and amortization increased from $30,293 for the year ended December
31, 2004 to $169,682, for the year ended December 31, 2005. The increase is due
to depreciation on additional equipment purchased as well as the amortization in
connection with the Web1000 assets.

Selling, general and administrative expenses increased from $869,010 for the
year ended December 31, 2004, to $1,030,920 for the year ended December 31,
2005. The increase is due to the addition of personnel and operating costs in
accordance with our business plan.

Interest expense decreased from $729,752 in 2004 to $200,144 in 2005. The
decrease represented the amortization of debt discount and debt issuance costs
of $603,100 related to the $575,000 of convertible debentures during 2004 and an
accrual for liquidating damages of $80,500 related to our failure to register
securities of $575,000 of convertible debentures.

LIQUIDITY AND CAPITAL RESOURCES

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

Net cash used in operating activities was $1,150,194 for the year ended December
31, 2005 compared to $778,803 for the year ended December 31, 2004. The increase
in cash used relates to the further development of Web1000, the hiring of
website designers, computer graphic designers and the disposition of Jade and
acquisition of Global Portals.

Net cash used in Investing activities was $118,279 for the twelve months ended
December 31, 2005 compared to net cash from investing activities of $ 106,203
for the same period last year. The increase in cash used for Investing
Activities was due to the purchase of additional computers which were necessary
due to the further development of Web1000 properties.


                                       22
<PAGE>

Net cash provided from financing activities was $1,389,307 for the twelve months
ended December 31, 2005 as compared to net cash provided in financing activities
of $591,061 for the twelve months ended December 31, 2004. The $1,389,307
represents loans made to the Company by related parties and the sale of common
stock of $197,000.

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.

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


                                       23
<PAGE>

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.


                                       24
<PAGE>

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.

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.


                                       25
<PAGE>

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.


                                       26
<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 year
ended December 31, 2005. 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 audit 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
audit provides 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 year ended December 31,
2005 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.




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


                                      F-1
<PAGE>

                                            110 MEDIA GROUP, INC. AND SUBSIDIARY

                                                      CONSOLIDATED BALANCE SHEET

                                                               December 31, 2005
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                       ASSETS
<S>                                                                                <C>
CURRENT ASSETS
Cash                                                                               $   141,764
Prepaid expenses and other current assets                                               17,340
                                                                                   -----------

Total Current Assets                                                                   159,104

PROPERTY AND EQUIPMENT, Net                                                            440,615



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

                      LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES

Convertible debentures                                                             $   125,000
Accounts payable and accrued expenses                                                  501,207
Notes payable to Global Reach - current portion                                         52,275
Due to stockholders and affiliates                                                   2,443,830
                                                                                   -----------

TOTAL CURRENT LIABILITIES                                                            3,122,312


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, inclusive of accrued
       preferred dividend of $33,215                                                   471,215
                                                                                   -----------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIENCY
  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                                                        6,883,074
   Accumulated deficit                                                              (9,562,651)
                                                                                   -----------
TOTAL STOCKHOLDERS' DEFICIENCY                                                      (2,993,808)
                                                                                   -----------

TOTAL LIABILITIES AND
STOCKHOLDERS' DEFICIENCY                                                           $   599,719
                                                                                   ===========
</TABLE>


                                      F-2
<PAGE>

                                            110 MEDIA GROUP, INC. AND SUBSIDIARY

                                           CONSOLIDATED STATEMENTS OF OPERATIONS
--------------------------------------------------------------------------------
                                                   For the Years Ended
                                                       December 31,
                                                   2005            2004
                                              ----------------------------

REVENUE                                       $    163,233    $     30,234
-------------------------------------------   ------------    ------------

COSTS AND EXPENSES
 Cost of revenue                                    84,345          27,584
 Compensatory element of stock transactions        305,342         418,709
 Depreciation and amortization                     169,682          30,293
 Selling and administrative expenses             1,030,920         869,010
                                              ------------    ------------

      TOTAL COSTS AND EXPENSES                   1,590,289       1,345,596
                                              ------------    ------------

      OPERATING LOSS                            (1,427,056)     (1,315,362)
                                              ------------    ------------

OTHER EXPENSES
 Interest                                          200,144         729,752
 Impairment loss of video library and
  database license                                      --          98,750
 Loss on sale of subsidiary                        210,256              --
                                              ------------    ------------

      NET LOSS                                $ (1,837,456)   $ (2,143,864)
                                              ============    ============

      Preferred Dividend Series AA            $     30,660    $      2,555
                                              ------------    ------------

      Net loss applicable to common
      shareholders                            $ (1,868,116)   $ (2,146,419)
                                              ============    ============

Basic and Diluted Net Loss Per Share          $      (0.16)   $      (0.38)
                                              ============    ============

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


                                      F-3
<PAGE>

                                            110 MEDIA GROUP, INC. AND SUBSIDIARY

                                           CONSOLIDATED STATEMENTS OF CASH FLOWS

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

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                          $(1,868,116)    $(2,146,419)
                                                  -----------     -----------
 Adjustments to reconcile net loss to net
  cash used in operating activities:
Amortization of deferred financing costs                   --          76,000
Amortization of deferred debt discount                     --         527,100
 Loss on sale of subsidiary                           210,256              --
 Loss on impairment of intangible assets                   --          98,750
Deferred preferred dividend                            30,660           2,555
Depreciation and amortization                         169,682          30,293
Compensatory element of stock transactions            305,341         418,708
Changes in operating assets and liabilities:
   Video library                                           --          (9,720)
Prepaid expenses and other current assets             (48,159)        (18,372)
Accrued accounts receivable                                --             426
Accrued expenses and other current liabilities         50,142         241,876
                                                  -----------     -----------

 TOTAL ADJUSTMENTS                                    717,923       1,367,616
                                                  -----------     -----------

NET CASH USED IN OPERATING
ACTIVITIES                                         (1,150,194)       (778,803)
                                                  -----------     -----------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of computer equipment                       (114,337)         (6,203)
 Purchase of Web 1000 intangible assets               (16,000)       (100,000)
Cash received in recapitalization                      12,058              --
                                                  -----------     -----------

NET CASH USED IN
INVESTING ACTIVITIES                                 (118,279)       (106,203)
                                                  -----------     -----------

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds of loans from shareholder                  1,168,954         272,131
Proceeds from escrow                                  105,500        (105,500)
Proceeds from sale of preferred stock                      --         438,000
Repayment of loans from shareholder                        --          (6,070)
Offering costs                                             --          (7,500)
Proceeds from sale of common stock                    197,000              --
Repayment of debt to former officers                  (34,422)             --
Repayment of principal on debt                        (47,725)             --
                                                  -----------     -----------

NET CASH PROVIDED BY
FINANCING ACTIVITIES                              $ 1,389,307     $   591,061
                                                  -----------     -----------


                                      F-4
<PAGE>


                                            110 MEDIA GROUP, INC. AND SUBSIDIARY

                                CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED

--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                               For the Years Ending
                                                                   December 31,
                                                                2005         2004
                                                             ----------------------

<S>                                                          <C>          <C>
     NET (DECREASE) INCREASE  IN CASH                        $ 120,834    $(293,945)

CASH - Beginning                                                20,930      314,875
                                                             ---------    ---------

CASH - Ending                                                $ 141,764    $  20,930
                                                             =========    =========


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
 Cash paid during the years for:
  Interest                                                   $      --   $     853
 Taxes                                                       $     455   $   1,880

 Non-cash investing and financing activities:

 Repayment of debt through issuance of common stock             75,000     790,037
 Conversion of accrued liabilities                              34,422      22,230
 Purchase of database license through a reduction
     in related party receivable                                    --      45,567
 Issuance of common stock in connection with
     employment agreements                                      24,000          --
 Issuance of common stock in connection with
     purchase of WEB 1000 intangible assets                         --     200,000
 Issuance of notes in connection with WEB 1000
     intangible assets                                              --     100,000
 Issuance of common stock in connection for                         --
     consulting services                                        20,000     263,694
 Notes payable issued for services rendered                         --     200,000
 Accounts payable converted to note payable                         --      40,000
  Common stock issued for stock subscription receivable        106,000      25,000
 Loan payable converted to contributed capital                   5,000     129,614
  Note payable issued to acquire fixed assets                       --       6,978
</TABLE>


                                      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

<TABLE>
<CAPTION>

                                                         Preferred Series A Stock           Preferred Series B Stock    Common Stock
                                                         ------------------------           ------------------------    ------------
                                                         Shares            Amount             Shares          Amount       Shares
                                                         ------            ------             ------          ------       ------

<S>                                                   <C>                 <C>                <C>               <C>         <C>
Balance, December 31, 2003                             3,439,999          $ 3,440             82,167           $ 82        5,567,993

Conversion of Series A preferred stock                (3,439,999)          (3,440)                 -              -                -

Conversion of Series B preferred stock                         -                -            (82,167)           (82)               -

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

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

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

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

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

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

Change in unearned compensation                                -                -                  -              -                -

Series AA preferred stock dividend                             -                -                  -              -                -

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

Balance, December 31, 2004                                     -                -                  -              -        7,509,216

Proceeds from stock subscriptions
 receivable                                                    -                -                  -              -                -

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

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

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

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

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

Disposition of Jade Entertainment for
 $35,000 via tender of 33,333 shares
 of common stock                                               -                -                  -              -                -

Recapitalization of Global Portals Online,
 Inc. through reverse merger with
 110 Media, Inc.                                               -                -                  -              -        1,961,399

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

Series AA preferred stock dividend                             -                -                  -              -                -

Change in unearned compensation                                -                -                  -              -                -

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

Balance, December 31, 2005                                     -              $ -                  -            $ -       14,269,199
                                                    =============    =============      =============  =============   =============
</TABLE>


<TABLE>
<CAPTION>

                                                                         Additional     Stock
                                                             Treasury     Paid-in   Subscriptions    Unearned     Accumulated
                                                Amount        Stock       Capital     Receivable   Compensation      Deficit
                                                ------       --------    ---------- -------------  ------------   -----------

<S>                                         <C>          <C>           <C>          <C>           <C>           <C>
Balance, December 31, 2003                  $     5,568  $        --   $ 4,218,737   $        --   $        --   $  (353,958)

Conversion of Series A preferred stock               --           --         3,039            --            --            --

Conversion of Series B preferred stock               --           --          (374)           --            --            --

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

Common stock issued for cash at $0.64
 per share in June 2004                              79           --        49,921            --            --            --

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

Common stock issued for stock
 subscription receivable at $0.25 per
 share in December 2004                              98           --        24,902       (25,000)           --            --

Common stock issued for services
 rendered at $0.25 per share in
 December 2004                                    1,035           --       262,660            --            --            --

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

Change in unearned compensation                      --           --            --            --      (400,986)           --

Series AA preferred stock dividend                   --           --            --            --            --        (2,555)

Net loss for the year ended
 December 31, 2004                                   --           --            --            --            --    (2,143,864)
                                            -----------  -----------   -----------   -----------   -----------   -----------

Balance, December 31, 2004                        7,509           --     4,794,840       (25,000)     (400,986)   (2,500,377)

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

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

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

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

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

Gain on forgiveness of related party debt            --           --     1,135,567            --            --            --

Disposition of Jade Entertainment for
 $35,000 via tender of 33,333 shares
 of common stock                                     --      (35,000)           --            --            --            --

Recapitalization of Global Portals Online,
 Inc. through reverse merger with
 110 Media, Inc.                                  1,961           --      (448,470)           --            --    (5,194,158)

Common stock issued on subscription
 at $0.35 per share in December 2005                865           --       302,135      (106,000)           --            --

Series AA preferred stock dividend                   --           --            --            --            --       (30,660)

Change in unearned compensation                      --           --            --            --       213,486            --

Net loss for the year ended
 December 31, 2005                                   --           --            --            --            --    (1,837,456)
                                            -----------  -----------   -----------   -----------   -----------   -----------

Balance, December 31, 2005                  $    14,269  $   (35,000)  $ 6,883,074   $  (106,000)  $  (187,500)  $(9,562,651)
                                            ===========  ===========   ===========   ===========   ===========   ===========
</TABLE>


                                      F-6
<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. Jade and 110 Media collectively are referred
      to as "the Company".

      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-7
<PAGE>


                      110 MEDIA GROUP, INC. AND SUBSIDIARY

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


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 $9,600,000 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 $2,993,808 and its current liabilities exceeded
      its current assets by $2,963,209.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-8
<PAGE>

                      110 MEDIA GROUP, INC. AND SUBSIDIARY

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


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-9
<PAGE>

                      110 MEDIA GROUP, INC. AND SUBSIDIARY

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


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.

<TABLE>
<CAPTION>
                                                                         December 31,
                                                                             2005               2004
                                                                     -----------------  -----------------
<S>                                                                  <C>                <C>
      Net loss (numerator)                                           $      (1,868,116) $      (2,146,419)
      Weighted average shares outstanding (denominator)                     11,477,151          5,716,078
                                                                      ----------------  -----------------
      Net loss per share amount                                      $           (0.16) $           (0.38)
                                                                     =================  =================
</TABLE>

            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-10
<PAGE>

                      110 MEDIA GROUP, INC. AND SUBSIDIARY

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


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 led to mezzanine presentation of the Series AA preferred
      stock in 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-11
<PAGE>

                      110 MEDIA GROUP, INC. AND SUBSIDIARY

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


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 $33,836 and $7,054,
      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.
      from the date of the merger and the operations of Jade Entertainment
      Group, Inc. from January 1, 2005 through the date of its disposition. All
      significant intercompany accounts and transactions have been eliminated in
      the consolidation.









                                      F-12
<PAGE>

                      110 MEDIA GROUP, INC. AND SUBSIDIARY

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


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                                     $ (1,868,116)  $ (2,146,419)

  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                                    $ (1,868,116)  $ (2,146,419)
                                                    ============   ============
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                                     $      (0.16)  $      (0.38)
                                                    ============   ============
    Proforma                                        $      (0.16)  $      (0.38)
                                                    ============   ============



                                      F-13
<PAGE>

                      110 MEDIA GROUP, INC. AND SUBSIDIARY

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


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 $169,682 and $30,293, respectively.


      NOTE 6 - Information Technology Agreement
               --------------------------------
      On January 28, 2005 the Company signed an agreement with WalkerTek
      Internet Services, Inc. to provide hosting and development services for
      the Web1000 asset. The agreement is to provide equipment, hosting and
      software development. The project will be implemented in three phases.
      Costs associated with each phase are as follows; Phase I, relocating
      Web1000 $18,500, new hardware $36,000. Phase II, programming and
      development $211,500, Phase III $ 18,750. The project is anticipated to
      take 12 months to complete.

      Upon the signing of the Global Portals Agreement (see note 11), this
      agreement was terminated.


                                      F-14
<PAGE>

                      110 MEDIA GROUP, INC. AND SUBSIDIARY

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


NOTE 7 - Convertible Debentures
         ----------------------

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

<TABLE>
<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-15
<PAGE>

                      110 MEDIA GROUP, INC. AND SUBSIDIARY

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


NOTE 8 - 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 9)

NOTE 9 - Accounts Payable and Accrued Expenses
         ----------------------------------------
      Accounts payable and accrued expenses at December 31, 2005 consist of the
      following:

           Interest                                                     $398,622
           Professional fees                                              28,500
           Accrued Compensation                                           10,662
           Other                                                          63,423
                                                                        --------

                                                                        $501,207
                                                                        ========



                                      F-16
<PAGE>

                      110 MEDIA GROUP, INC. AND SUBSIDIARY

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


NOTE 10 - 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 Personal Portals Online, Inc. ("Personal 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.

      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-17
<PAGE>

                      110 MEDIA GROUP, INC. AND SUBSIDIARY

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


NOTE 10 - 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.




                                      F-18
<PAGE>

                      110 MEDIA GROUP, INC. AND SUBSIDIARY

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


NOTE 11 - 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 commensing
      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-19
<PAGE>

                      110 MEDIA GROUP, INC. AND SUBSIDIARY

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


NOTE 11 - 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 commensing
      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 commensing 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-20
<PAGE>

                      110 MEDIA GROUP, INC. AND SUBSIDIARY

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


NOTE 11 - 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.

      On July 12, 2005, the Company entered into a Management Services Agreement
      (the "Agreement") with Personal Portals Online, Inc. ("Personal Portals").
      The term of the Agreement is for twenty-four (24) months commencing as of
      July 1, 2005. The Agreement will be automatically extended on a
      year-to-year basis upon expiration of the initial term unless terminated
      upon thirty (30) days written notice by either party.

      During the term of Agreement, Personal Portals will have primary
      responsibility for the management, redesign and redevelopment of the


      Company's web traffic operations and technology, finance and accounting.

      Pursuant to the Agreement, the Company will issue to Personal Portals
      200,000 post-split shares of its common stock. Personal Portals will also
      be paid a fee of Five Percent (5%) of the net monthly revenues of the
      Company's business. In addition, Personal Portals will be reimbursed for
      all reasonable and approved out-of-pocket expenses incurred by in the
      performance of the services under the Agreement.


                                      F-21
<PAGE>

                      110 MEDIA GROUP, INC. AND SUBSIDIARY

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

Note 12 - 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 13 - 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-22
<PAGE>


                      110 MEDIA GROUP, INC. AND SUBSIDIARY

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

                                 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>


                                      F-23
<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.


                                       27
<PAGE>

ITEM 8A: CONTROLS AND PROCEDURES

We maintain a set of disclosure controls and procedures designed to ensure that
information required to be disclosed by us in the reports filed under the
Securities Exchange Act, is recorded, processed, summarized and reported within
the time periods specified by the SEC's rules and forms. Disclosure controls are
also designed with the objective of ensuring that this information is
accumulated and communicated to our management, including our chief executive
officer and chief financial officer, as appropriate to allow timely decisions
regarding required disclosure.

Based upon their evaluation as of the end of the period covered by this report,
our chief executive officer and chief financial officer concluded that, if we
are able to successfully address the material weaknesses in our internal
accounting controls as discussed below, our disclosure controls and procedures
are effective to ensure that information required to be included in our periodic
SEC filings is recorded, processed, summarized, and reported within the time
periods specified in the SEC rules and forms.

Our board of directors were advised by Marcum & Kliegman, LLP, who then served
as our independent registered public accounting firm, that during their
performance of audit procedures for 2004 and review procedures related to 110
Media Group, Inc.'s unaudited interim financial statements for the quarter ended
September 30, 2004 Marcum & Kliegman LLP identified two material weaknesses, as
defined in Public Company Accounting Oversight Board Standard No. 2, in our
internal control over financial reporting as follows:

      o     Insufficiently skilled personnel compounded by a lack of human
            resources and expected near-term significant turnover within our
            accounting and financial reporting function. Also, we must improve
            controls surrounding adequate monitoring and oversight of the work
            performed by accounting and financial reporting personnel.

      o     Insufficient analysis, documentation and review of the selection and
            application of generally accepted accounting principles to
            significant non-routine transactions, including the preparation of
            financial statement disclosures relating thereto.

We have assigned a high priority to the short-term and long-term improvement of
our internal control over financial reporting. Actions to address the material
weaknesses described above that we will undertake, or have undertaken, include
the following among others:

      o     We periodically review staffing of our accounting and financial
            reporting functions to ensure appropriate staffing and supervision
            of those functions. In January 2004, we hired a new chief financial
            officer. In August 2004, based on an evaluation of our existing
            accounting resources, management developed a plan to restructure the
            accounting and financial reporting function. This plan includes both
            the addition of new resources and the replacement of certain
            existing resources. At that time, we began recruiting efforts for
            various positions within our accounting department. In September
            2004, and after details of the restructuring plan became known to
            members of our accounting staff, our chief financial officer
            announced his resignation. In September 2004, we hired an outside
            consultant as a replacement.


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<PAGE>

      o     We have continued our internal control review process to remediate
            the internal control material weaknesses identified above by Marcum
            & Kliegman LLP.

Other than the material weaknesses discussed above, there have been no changes
in our internal control over financial reporting during the period covered by
this report that significantly affects our control environment.

In addition to the matters discussed above, the independent registered public
accounting firm responsible for the audit of 110 Media Group, Inc.'s financial
statements as of and for the year ending December 31, 2007 must attest to and
issue a report on management's assessment of the design and operational
effectiveness of our internal control over financial reporting. Although we
intend to conduct a rigorous review of our internal control over financial
reporting to help achieve compliance with the Section 404 requirements of the
Sarbanes-Oxley Act, if our independent registered public accounting firm is not
satisfied with our internal control over financial reporting or with the level
at which it is documented, designed, operated or reviewed, they may decline to
attest to management's assessment or may issue a qualified report identifying
either a significant deficiency or a material weakness in our internal controls.
This could result in significant additional expenditures responding to the
Section 404 internal control audit, a diversion of management attention and
potentially an adverse reaction to our common stock in the financial markets.

Limitations of Disclosure Controls and Procedures

Our management, including our chief executive officer and chief financial
officer does not expect that our disclosure controls or internal control over
financial reporting will prevent all errors or all instances of fraud. A control
system, no matter how well designed and operated, can provide only reasonable,
not absolute, assurance that the control system's objectives will be met.
Further, the design of a control system must reflect the fact that there are
resource constraints, and the benefits of controls must be considered relative
to their costs. Because of the inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that all control issues
and instances of fraud, if any, within our Company have been detected. These
inherent limitations include the realities that judgments in decision-making can
be faulty, and that breakdowns can occur because of simple error or mistake.
Controls can also be circumvented by the individual acts of some persons, by
collusion of two or more people, or by management override of the controls. The
design of any system of controls is based in part upon certain assumptions about
the likelihood of future events, and any design may not succeed in achieving its
stated goals under all potential future conditions. Over time, controls may
become inadequate because of changes in conditions or deterioration in the
degree of compliance with policies or procedures. Because of the inherent
limitation of a cost-effective control system, misstatements due to error or
fraud may occur and not be detected.


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<PAGE>

                                    PART III

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

      In accordance with Instruction E.3. of Form 10-KSB, we plan to incorporate
the information required in response to this Item 9 by reference to our
definitive information statement or proxy or file an amendment to this report to
provide such information before 120 days after December 31, 2005.

      Information concerning executive officers is set forth in Item 1 above.

ITEM 10. EXECUTIVE COMPENSATION

      In accordance with Instruction E.3. of Form 10-KSB, we plan to incorporate
the information required in response to this Item 10 by reference to our
definitive information statement or proxy or file an amendment to this report to
provide such information before 120 days after December 31, 2005.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      In accordance with Instruction E.3. of Form 10-KSB, we plan to incorporate
the information required in response to this Item 10 by reference to our
definitive information statement or proxy or file an amendment to this report to
provide such information before 120 days after December 31, 2005.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      In accordance with Instruction E.3. of Form 10-KSB, we plan to incorporate
the information required in response to this Item 12 by reference to our
definitive information statement or proxy or file an amendment to this report to
provide such information before 120 days after December 31, 2005.


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<PAGE>

ITEM 13. EXHIBITS

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

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

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

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

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

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

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

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

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

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

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

            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)


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<PAGE>

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

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

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

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

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

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

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

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

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

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

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


                                       32
<PAGE>

      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 (filed herewith)

      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.

ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES

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

Audit-Related Fees

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

Tax and Other Fees

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

Approval of Non-audit Services and Fees

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


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<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: April ___, 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


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