UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-KSB



|[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 333-86518                                                                     
|                                                                                                     
|Pitboss Entertainment Inc.                                                                           
|(Name of
      small business issuer in its charter)                                                 
|                                                                                                     
|Nevada                                                                                               
|(State
      or jurisdiction of incorporation or organization)                                       
|                                                                                                     
|14435 FM 2920
        Tomball Texas,                                                                 
|(Address
      of principal executive offices)                                                       
|                                                                                                     
|Issuer's
      telephone number: (281) 255-9424                                                      
|                                                                                                     
|Securities registered
      under Section 12(b) of the Exchange Act:                                 
|                                                                                                     
|Title of
      each class                                                                            
|                                                                                                     
|                                                                                                     
|Securities registered
      under Section 12(g) of the Exchange Act:                                 
|                                                                                                     
|Common stock, $.001
      par value, 75,000,000 shares authorized                                    
|5,893,978 shares issued and
      outstanding as of December 31, 2005                                
|                                                                                                     



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. [X]Yes
  [   ] No



Check if disclosure of delinquent filers in response to Item 405
of Regulation S-B is not 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. [   ]









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TABLE OF CONTENTS



|PAGE                                                                                                    
|--------------------------------------------------------------------------------------------------------
|PART
      I                                                                                            
|Item
      1. Description of Business.                                                                  
|Item
      2. Description of Property.                                                                  
|Item
      3. Legal Proceedings.                                                                        
|Item
      4. Submission of Matters to a Vote of Security Holders.                                      
|PART
      II                                                                                           
|Item
      5. Market for Common Equity and Related Stockholder Matters.                                 
|Item
      6. Management's Discussion and Analysis or Plan of Operation.                                
|Item
      7. Financial Statements.                                                                     
|Item
      8. Changes In and Disagreements With Accountants on Accounting and
      Financial Disclosure
|Item
      8a. Controls and Procedures                                                                  
|PART
      III                                                                                          
|Item
      9. Directors, Executive Officers, Promoters and Control Persons                              
|Item
      10. Executive Compensation.                                                                  
|Item
      11. Security Ownership of Certain Beneficial Owners and Management.                          
|Item
      12. Certain Relationships and Related Transactions.                                          
|Item
      13. Exhibits and Reports on Form 8-K.                                                        
|Item
      14. Controls and Procedures.                                                                 
|SIGNATURES                                                                                              















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PART I

Item 1. Description of Business.

A. Business Development and
Summary

Headquartered in Tomball Texas, Pitboss aspires to be a leading diversified owner and operator of multiple entertainment properties, including developments located in Las Vegas, Reno Nevada and Louisiana. Pitboss plans to be the leading growth company in the Entertainment professional services industry as well as Casino/Entertainment operations in 2005. This growth will be fueled by relentless innovation, focused on exceeding client expectations and creating extraordinary opportunities for all parties involved. Pitboss is also a diversified entertainment company with an impressive asset base consisting of both hard assets as well as media properties used to promote and brand such assets. The company also assists outside companies, both public and private, with an affordable suite of media and branding services.

PitBOSS Entertainment, Inc. (OTCBB:PBSS) is also a diversified entertainment company with an impressive asset base consisting 
of both hard assets as well as media properties used to promote and brand such assets. The company also assists outside companies, 
both public and private, with an affordable suite of media and branding services.

The Company's content is delivered to a worldwide audience via television, radio, print, the Internet and other media. By entertaining, 
  educating and stimulating understanding of crucial social issues, the Company has built a loyal and rapidly expanding audience for its 
  content, generating multiple revenue streams in advertising, programming, marketing and syndication. The Company's core value of 
  social responsibility influences its content and strategic relationships. **Advertising**
  Over the past two years, PitBOSS Entertainment (formerly Karma Media, Inc.) has developed its own library of proprietary content, 
  primarily for television. The company's flagship half-hour weekly travel program, "Estelle's Paradise," airs on over 700 television stations 
  around the world and provides PitBOSS Entertainment with an advertising and product placement inventory valued at several million dollars 
  each month, according to individual broadcaster rate cards. **Advertising Deployment**
  PitBOSS Entertainment established itself as a leader in the development and distribution of entertainment programming, advertising primarily 
  in the United States and the rapidly-growing Hispanic market. In South America alone, the company's programs are broadcast an average of 
  five times each week to a network of 382 television stations via Americana de Television, (www.atel.tv). Domestically, PitBOSS Entertainment's 
  half-hour travel show, "Estelle's Paradise," airs on the Dish Network (Colours TV, channel 9407), DirecTV, the America One Network, as well 
  as on hundreds of independent stations and major network affiliates (ABC, NBC, CBS, UPN) across the country. **Corporate Development, Promotions, Holdings** 
  Our approach is based on years of experience as strategic planners, executive officers and investment bankers. Sound advice requires more than mere 
  theory - it comes from direct, hands-on practice and a sense of having been there yourself.

Pitboss Entertainment Group Inc connects strong management and sound strategy to enable clients to achieve their desired goals without the costly 
overhead of high salaried executives or inexperienced junior resources. Our highly experienced professionals will understand your needs.

Pitboss Entertainment Inc. fiscal year end is December 31.

B. Business of Issuer

(1) Principal Products and Services
and Principal Markets

Pitboss Entertainment , Inc., www.pitbossent.com, is a multi-media company
producing advetising from original content in multiple languages, primarily for television. The
Company's flagship advertising product is "Estelle's Paradise," www.estelle.tv, a half-hour
weekly travel show that airs on over 600 television stations around the world.
The Company's core value of social responsibility influences its content,
productions and strategic relationships.



2





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(2) Distribution Methods of the
Products or Services



Pitboss Entertainment  relies on a network of over 600 television broadcasters as well as the
Internet as its primary marketing and distribution media.



The
Company maintains one web property, www.pitbossent.com

The first web site, www.pitbossent.com, reflects the Company's
corporate mantra.  The site displays the Company's philosophy and
commitment.  pitbossent.com serves the dual purpose of educating the
consumer about the causes pitbossent supports and, above all, explains the
Company's strategy of supporting charitable organizations via the systematic
distribution of public service announcements.

Pitboss Entertainment leverages the popularity and numerous ongoing media
appearances of its Chairman and spokesperson, Latin supermodel and Internet
celebrity, Estelle Reyna.  Ms. Reyna has been dubbed as one of the most
downloaded women on the Internet with an estimated fan base in excess of several
million individuals.  The 30-minute travel show, "Estelle's Paradise" has
arguably become the most widely distributed travel show on earth, with over 600
television broadcasters carrying the show in dozens of countries.  The show
is produced in both English and Spanish.

(3) Status of any announced new
product or service

Pitboss Entertainment  has been adding dozens of new broadcasters every month
to the distribution of "Estelle's Paradise" and its Spanish counterpart, "El
Paraiso de Estelle".

The Company is focusing on adding a consistent stream of new
broadcasters, both domestically and internationally and is constantly producing
new episodes for the travelogue for additional advertising revenue.

(4) Industry background and
competition

The competition for travel content and programming, both for
broadcast and Internet delivery, is fierce.  While "Estelle's Paradise" has
a significant following and is enjoying exponential growth in the number of
broadcasters carrying the show, Pitboss Entertainment's existing competitors, as well as
potential new competitors, may have significantly greater financial, technical
and marketing resources than Pitboss Entertainment.  This may allow them to devote
greater resources than Pitboss Entertainment can to the development and promotion of new
content.  These competitors may also engage in more extensive technology
research and development and adopt more aggressive pricing policies for their
content.  As a result, it is possible that Pitboss Entertainment may have difficulty
competing for new client broadcasters.

Many websites compete with Pitboss Entertainment's sites for visitors,
subscribers, advertisers and e-commerce partners and Pitboss Entertainment expects this
competition to increase in the future.  Pitboss Entertainment believes that the
primary competitive factors in its markets include brand recognition, the
quality of content and products, technology, pricing, ease of use, sales and
marketing efforts and user demographics.  Pitboss Entertainment believes that it
competes favorably with respect to each of these factors.



3





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(5)
Sources and availability of raw materials and the names of principal
suppliers

Pitboss Entertainment's promotional and marketing efforts depend
substantially on media content derived from Ms. Reyna's work.  However, the
Company is in the business of securing new distribution channels and driving
exposure and transactions for third party merchants and clients for advertising.  As such,
Pitboss Entertainment does not rely or depend on any particular supplier.



(6)
Customers



The Company's client roster consists of hundreds of domestic and
international broadcasters, all of which are listed on the Pitboss Entertainment web
site, www.pitbossent.com.  Pitboss Entertainment formaly Karma Media
also does extensive work for charities and non-profit organizations such as A
Special Wish Foundation, the United Nation's World Food Program or the National
Wildlife Federation.  In addition, Pitboss Entertainment continues to drive transactions to over
300 merchant web sites.  While revenues attributable to some clients are
larger, no client individually accounts for a significant percentage of the
overall revenue stream.  At this time, Pitboss Entertainment does not anticipate that
its business will depend disproportionately on any particular client or a group
of clients.



(7)
Intellectual Property

Pitboss Entertainment does not have any patents, trademarks, licenses,
franchises, concessions or royalty agreements.



(8) Need for Government
Approval

None.

(9)   Effect of existing or probable government
regulations

Pitboss Entertainment is subject to the same federal, state, and local laws
as other companies conducting business on the Internet. Today there are
relatively few laws specifically directed towards online services.
 However, due to the increasing popularity and use of the Internet and
online services, many laws relating to the Internet are being debated at the
state and federal levels (both in the U.S. and abroad) and it is possible that
laws and regulations will be adopted with respect to the Internet or online
services.  These laws and regulations could cover issues such as user
privacy, freedom of expression, pricing, fraud, content and quality of products
and services, taxation, advertising, intellectual property rights and
information security.

Applicability to the Internet of existing laws governing issues
such as property ownership, copyrights and other intellectual property issues,
taxation, libel, obscenity and personal privacy is uncertain.  The vast
majority of these laws was adopted prior to the advent of the Internet and
related technologies and, as a result, do not contemplate or address the unique
issues of the Internet and related technologies.  Those laws that do
reference the Internet, such as the Digital Millennium Copyright Act, are only
beginning to be interpreted by the courts and their applicability and scope are,
therefore, uncertain.

Several states have proposed legislation that would limit the uses
of personal user information gathered online or require online services to
establish privacy policies.  The Federal Trade Commission also has settled
several proceedings regarding the manner, in which personal information is
collected from users and provided to third parties.  Specific statutes
intended to protect user privacy have been passed in many non-U.S.
jurisdictions.  Changes to existing laws or the passage of new laws
intended to address these issues could directly affect the way Pitboss Entertainment does
business or could create uncertainty on the Internet.  This could reduce
demand for Pitboss Entertainment's services, increase the cost of doing business as a
result of litigation costs or increased service delivery costs, or otherwise
harm Pitboss Entertainment's business.  In addition, because Pitboss Entertainment's services
will be accessible worldwide, and Pitboss Entertainment plans to facilitate sales of goods
to users worldwide, foreign jurisdictions may claim that Pitboss Entertainment is required
to comply with their laws.  Laws regulating Internet companies outside of
the U.S. may be less favorable then those in the U.S., giving greater rights to
consumers, content owners and users.  Compliance may be more costly or may
require Pitboss Entertainment to change its business practices or restrict service
offerings relative to those in the U.S. Pitboss Entertainment's failure to comply
with foreign laws could subject Pitboss Entertainment to penalties ranging from fines to
bans on Pitboss Entertainment's ability to offer its services.



(10) Cost of Research and
Development

Most of Pitboss Entertainment's general and administrative expenses consist
of the costs of management and development of new Internet/website applications.
 During the year ended December 31, 2005, the general and administrative
expenses were $9,108.00



(11) Costs and effects of compliance
with environmental laws

None applicable.



(12) Employees

Pitboss Entertainment  does not have any employees, but relies on the
services of its officers and directors and a number of independent consultants
to perform duties ranging from day to day management of operations to graphic
design, programming, and bookkeeping.  The Company retains the services of
about 8 to 12 consultants at all times, depending on the workload.



C. Reports to Security Holders

(1)    Pitboss Entertainment will furnish its shareholders
with annual financial reports certified by Pitboss Entertainments's independent
accountants.

(2)    Pitboss Entertainment is a reporting issuer with the
Securities and Exchange Commission.  Pitboss Entertainment will continue to file
annual reports on Form 10-KSB, quarterly reports on Form 10-QSB, current reports
on Form 8-K and amendments to these reports filed or furnished pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended as
required to maintain the fully reporting status.

(3)    The public may read and copy any materials
Pitboss Entertainment files with the SEC at the SEC's Public Reference Room at 450 Fifth
Street, N.W., Washington, D.C. 20549.  The public may obtain information on
the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
 The SEC also maintains an Internet site that contains reports, proxy and
information statements, and other information regarding issuers that file
electronically with the SEC.  The address of that site
(http://www.sec.gov).

Item 2. Description of Property.

Pitboss Entertainment does not have partial or complete ownership of any
real estate property.

Item 3. Legal Proceedings.

Pitboss Entertainment is not a party to any pending or contemplated legal
proceeding, by a governmental or another authority.

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

During the fourth quarter of the fiscal year 2005, no matter was
submitted by this report or otherwise to a vote of security holders, through the
solicitation of proxies or otherwise.

4





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PART II

Item 5. Market for Common Equity and Related Stockholder
Matters.

Market Information

The common stock of Pitboss Entertainment is traded over-the-counter and
quoted on the OTC Bulletin Board under the
symbol "PBSS."  Public listing of the common stock commenced on June 29 2005 under the symbol PBSS.  Prior to that time, there was no public market
for Pitboss Entertainment's common stock.  On June 29 2005, the trading symbol
changed to "PBSS," .

The following table sets forth the high and the low bid quotations
for the common stock as reported on the OTC Electronic Bulletin
Board for the periods indicated.  Such information reflects
inter-dealer prices, without retail mark-up, mark-down or commission, and may
not necessarily represent actual transactions.



|                                            |   | Low Bid |  | High Bid
|------------------------------------------- | - | ------- |  | --------
|                                            |   |         |  |         
|Three
      months ended March 31, 2005     | $ | 1.20    |  | $       
|Three
      months ended June 30, 2005      | $ | 2.50    |  | $       
|Three
      months ended September 30, 2005 | $ | 0.90    |  | $       
|Three
      months ended December 31, 2005  | $ | 0.59    |  | $       

Holders

As of December 31, 2005, Pitboss Entertainment had approximately 5,893,978
shares of $0.001 par value common stock issued and outstanding held by
approximately ninety-seven  (97) shareholders of record.  Pitboss Entertainment's  Transfer Agent is Holladay Stock Transfer, Inc., 2939 North
67th Place, Scottsdale, AZ 85251, phone (480) 481-3940.

Dividends

Pitboss Entertainment  has never declared or paid any cash dividends on its
common stock.  For the foreseeable future, Pitboss Entertainment intends to retain
any earnings to finance the development and expansion of its business, and it
does not anticipate paying any cash dividends on its common stock.  Any
future determination to pay dividends will be at the discretion of the Board of
Directors and will be dependent upon then existing conditions, including Pitboss Entertainment's financial condition and results of operations, capital requirements,
contractual restrictions, business prospects, and other factors that the board
of directors considers relevant.

Securities authorized for issuance under equity compensation
plans

None.

Recent Sales of Unregistered Securities.

The following information covers all securities that Pitboss Entertainment
sold within the past three years without registering the securities under the
Securities Act:

In February 2003, Karma Media issued 5,000,000 shares of common
stock (retroactively restated to reflect the split that took effect in March
2003) to Dominique Einhorn and 5,000,000 shares of common stock (retroactively
restated to reflect the split that took effect in March 2003) to Estelle Reyna.
 The Company issued these shares as compensation to these two individuals
for joining Karma Media in managerial capacities.  Karma Media valued that
issuance of common stock at $0.01 per post-split share.  At the time of the
issuance, Mr. Einhorn and Ms. Reyna were in possession of all available material
information about Karma Media.  Also, Mr. Einhorn and Ms. Reyna had a
degree of financial sophistication, which allowed them to make an independent
assessment of the investment merits of Karma Media.  On the basis of these
facts, Karma Media claims that the issuance of stock to Mr. Einhorn and Ms.
Reyna was qualified for the exemption from registration contained in Section
4(2) of the Securities Act of 1933.

Also in February 2003, the Board of Directors of Karma Media
unanimously approved a 5-for-1 forward stock split, recorded as a stock dividend
to each of the holders of common stock of the Company at the rate of four shares
of common stock for each share then owned with a record date of February 28,
2003 and a distribution date of March 3, 2003.

In August 2003, Karma Media issued 770,000 shares of common stock
to approximately twelve individuals, including one officer & director and
one essential employee of the Company.  Karma Media issued the shares for a
subscriptions receivable of $770 and for services rendered of $37,730 based on
the fair market value of the stock, which was estimated at $0.05 per share at
the time of such sale.  At the time of the issuance, the twelve individuals
(a) were in possession of all available material information about Karma Media,
and (b) had a degree of financial sophistication, which allowed them to make an
independent assessment of the investment merits of Karma Media.  On the
basis of these facts, Karma Media claims that the issuance of stock in August
2003 was qualified for the exemption from registration contained in Section 4(2)
of the Securities Act of 1933.





5





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In December 2003, Karma Media executed a consulting agreement with
Christopher Pair.  Mr. Pair received a 10-year warrant to purchase, at an
exercise price of $0.50 per share, up to 20% of the Company's outstanding shares
of common stock on a fully-diluted basis, on customary terms and conditions,
including full anti-dilution and price protection and cashless exercise.
 The parties agreed that, as of December 2003, up to 3,000,000 shares of
common stock were subject to the warrant.  At the time of the issuance, Mr.
Pair (a) was in possession of all available material information about Karma
Media, and (b) had a degree of financial sophistication, which allowed them to
make an independent assessment of the investment merits of Karma Media.  On
the basis of these facts, Karma Media claims that the issuance of the warrant to
Mr. Pair in December 2003 was qualified for the exemption from registration
contained in Section 4(2) of the Securities Act of 1933.  Utilizing the
Black Scholes formula (assuming a 10 year life, no expected dividends,
volatility of 80%, and a risk-free interest rate of 4.41%) and applying a 30%
discount for lack of marketability, the Company determined that the fair value
of the warrant issued was $873,319.  Karma Media recorded that value as an
expense to be amortized over a five-year period.

In April 2004, Karma Media executed a consulting agreement with
Dartmouth Capital, Inc., for strategic planning, general corporate, and
management advisory services in exchange for 900,000 shares of the Karma's
common stock. Consultant will, upon request, provide to Karma corporate services
on an "as needed" basis, including, but not limited to, (a) assisting Karma's
management in executing its business plan; (b) assisting management in
identifying and negotiating with firms to provide the appropriate financial
services to expedite the Company's ability to achieve its goals and objectives;
(c) integrating and coordinating Karma's relationship with its outside
professionals (i.e.; legal, accounting, investor relations, etc.) and
recommending, when necessary, appropriate new professionals; (d) assisting Karma
in building its management team, Advisory Committee and Board of Directors; (e)
assisting management in evaluating and negotiating potential investments,
mergers and acquisitions, and strategic partnerships; (f) provide licensing
opportunities for Karma and its products and services; and (g) assisting
management in developing a recapitalization plan, if the need arises. The term
of this Agreement is for thirty-six (36) months, having commenced April 5, 2004.
At the time of the issuance, Dartmouth Capital, Inc., was in possession of all
available material information about Karma Media, and had a degree of financial
sophistication, which allowed them to make an independent assessment of the
investment merits of Karma Media.  On the basis of these facts, Karma Media
claims that the issuance of the shares to Dartmouth Capital, Inc. in April 2004
was qualified for the exemption from registration contained in Section 4(2) of
the Securities Act of 1933.

In September 2004, Karma Media hired US EURO Consulting to serve
as its non-exclusive corporate finance consultant. In connection with such
engagement, US EURO was issued 900,000 shares of Karma's common stock. The term
of this engagement is for thirty-six (36) months, having commenced September 8,
2004. At the time of the issuance, US EURO Consulting was in possession of all
available material information about Karma Media, and had a degree of financial
sophistication, which allowed them to make an independent assessment of the
investment merits of Karma Media.  On the basis of these facts, Karma Media
claims that the issuance of the shares to US EURO Consulting in September 2004
was qualified for the exemption from registration contained in Section 4(2) of
the Securities Act of 1933.

Also in September 2004, Karma signed an agreement with US EURO
Securities, Inc., regarding a proposed "best efforts" equity offering of a
certain number of shares of common stock to be issued by the Karma. In exchange,
US EURO Securities, Inc., received warrants to purchase a total of 10% of the
total number of shares purchased by the investor. US EURO Securities, Inc., may
exercise these warrants at a price equal to 100% of the price paid by the
investor or the day's closing price if at a discount to the market. These
warrants are to be delivered in fully accountable and non-assessable form and
will contain standard anti-dilution provisions. The warrants carry unlimited
"piggyback" registration rights to any subsequent registration by Karma.
In July of 2005 Pitboss Entertainment initiated a 10 for one stock split bringing the issued and outstanding of the company to 1.6 million shares issued and outstanding.

Item 6. Management's Discussion and Analysis or Plan of
Operation.

This section must be read in conjunction with the Audited
Financial Statements included in this report.

A.   Management's Discussion

FY 2005 Pitboss Entertainment , Inc., was incorporated in the State of Nevada on
July, 2005, Pitboss Entertainment has only limited start-up
operations and generated negligible revenues.

In FY2004, Karma Media generated $732,475 in revenue versus
$397,902 in FY2003.  During FY2004, it has gross profit of $290,034 with
total general and administrative expenses amounted to $1,189,997 and a net loss
of $899,183, which is equivalent to approximately $0.0591 loss per share.
 The net loss was primarily attributable to $882,000 costs associated with
shares issued for consulting services.

Liquidity and Capital Resources

As of December 31, 2004, Karma Media had $98,783 in working
capital.  Karma Media's current assets as of December 31, 2004 consisted of
$32,457 in cash, $77,556 in receivables, and prepaid and other current assets of
$4,770.  Karma Media's current liabilities as of December 31, 2004 was
$16,000.

Pitboss Entertainment  believes that it has sufficient resources to continue
operations for the next twelve months, FY 2006.

B.   Plan of Operation

Pitboss Entertainment , Inc., www.pitbossent.com, is a multi-media company producing advetising from original content in multiple languages, primarily for television. The Company's flagship advertising product is "Estelle's Paradise," www.estelle.tv, a half-hour weekly travel show that airs on over 600 television stations around the world. The Company's core value of social responsibility influences its content, productions and strategic relationships.

During FY2004 and early FY2005, Karma Media produced a total of 20
(twenty) half-hour episodes of "Estelle's Paradise" in English as well as an
additional 20 (twenty) episodes of "El Paraiso de Estelle", the Spanish version
of the show.



6





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The completed episodes of "Estelle's Paradise" are as follows:

1. "Cooking from around the World"

Estelle shares some of her favorite recipes from her travels
around the world. Viewers are welcome into Estelle's kitchen were they are not
only introduced to the country of origin of each particular dish, but they are
also taught how to create these exotic dishes in their own home.

2. "Kauai I"

Explore the stunning Garden Isle of Hawaii with Estelle, as she
hikes the Kalalau Trail, and visits the Wailua and Kipu waterfalls.
 Viewers will also get an equestrian lesson, and accompany Estelle on
horseback through the beautiful Kauai up country.

3. "Kauai II"

Return to the Garden Isle of Hawaii with Estelle, as she embarks
on adventures on the water, in the waves, and on land.  Viewers are treated
to an informative and visually stunning kayak trip and an in-depth surf lesson
in one of the most beautiful beaches on earth.  Then, viewers get a back
stage pass to a photo shoot featuring Estelle and two of the most prominent
photographers in the U.S.

4. "Solvang, California"

Discovering travel treasures in your own back yard is the central
theme to this charming piece set in the Danish Capital of the U.S.; Solvang.
 Estelle presents easy tips on how to travel close to home on a limited
budget.  Then she shows that even sleepy little Solvang has something for
everyone when she makes traditional aeberskievers, goes wine tasting, then tops
it all off with a spectacular Glider Ride over the Saint Ynez Valley.

5. "Belize - Maruba"

Travel to the mysterious Maruba jungle resort and spa located in
the Central American county of Belize.  Designed and constructed from the
ground up by a local family this unique destination offers luxurious mud baths,
massage, and tranquility set in the center of a thriving jungle ecosystem.
 In addition to indulging herself at the resort, Estelle embarks on a
fascinating trip to the haunting Mayan Ruins of Alta Huna, and takes viewers on
an arduous jungle safari packed with tips on how to survive in the wild.

6. "Belize - Sundiver"

Visit the tropical island resort Sundiver near San Pedro, Belize.
 Here Estelle takes you an incredible underwater tour complete with manta
rays and sharks.  She then gets her first Scuba lesson and takes viewers on
her first official dive.

7. "Greece"

Poetically elegant in its sheer beauty, Greece also offers
visitors a look in to the history of one of our earliest known civilizations.
 Travel to the islands of Mykonos and Delos, where visitors have been know
to describe the sunlight and surrounding geography as possessing an energy like
no other place on earth.  Exploring ancient ruins, meeting with local
artists, and learning to create authentic Greek Cuisine, are just few of the
things awaiting viewers during this timeless episode.

8. "Greece - Belvedere"

Stay with Estelle at a truly cosmopolitan hotel in Mykonos Greece;
the Belvedere.  Meet local artist Minas who shares his unique art and
philosophy on life.  Tour the city streets and enjoy breathtaking scenery,
all while learning about Greek culture in Greece and around the world.

9.  "Venice Beach, California"

Experience the rich diversity that is Venice Beach and its people,
on this fun filled adventure to one of the most recognized and visited Beaches
in the world.  Street artists, musicians, jugglers, clowns, dancers, and
entertainers abound as Estelle takes viewers on a tour of the Beach Boardwalk.
 See the home of Muscle Beach, and the famed Santa Monica Pier while
learning a thing or two about belly dancing, drum circles, and the lives of
artists pursuing their American Dream.

10. "Los Angeles"

Tour the City of Angels from the sidewalks of downtown all the way
up to the base of the Hollywood Sign.  Have fun in the sun as Estelle takes
you on the Walk of Fame, and gives you the inside scoop on how the get the most
out of a trip to Glitter Town.

11. "New York"

See the world in a whole new light with a tour to the Big Apple.
 Estelle brings her audience on a personal trip where she gets lasix
surgery, then tours the city without corrective lenses for the first time.
 She visits Ellis Island and Lady Liberty while sharing her own immigration
story.



7





---





12.  "New York - Business"

New York is a paradise for those in the business world.  Get
a unique look inside the American Stock Exchange with Estelle and her good
friend Stu Taylor who conducts a rare personal interview with Peter Quick,
President of the AMEX.  She then finds adventure on the open water with a
kayak trip up the famed Hudson River.

13. "South West U. S. Roadtrip"

Hit the open road with Estelle as she takes a trip through the
Southwest by automobile.  The trip begins in Los Angeles and makes its way
through Las Vegas, Southern Nevada, and Arizona.  The journey is packed
with fun, history, and incredible scenery.

14. "South West U.S. Parks"

The Valley of Fire, Red Rock Canyon, and Sunset Crater, are just a
few of the locations Estelle visits in this episode dedicated to U.S. Parks of
the Southwest.

15. "Baja California, Mexico"

Head south of the border, and experience Baja California with
someone who knows it like her own backyard.  Estelle shares her favorite
places to dine, shop, and stay while introducing viewers to the warm hospitality
of the Mexican people.

16. "Best of Kauai"

Head back to the garden island and re-live Estelle's adventures in
this episode featuring her favorite moments in paradise.  Some never before
seen footage has been added to make this a fun filled episode for the entire
family.

17. "Best of Season 1"

This is a must see episode filled with all of Estelle's favorite
adventures, locations, places, and people that made Season One of Estelle's
Paradise such a huge success.  There is something for everyone contained in
this half hour of world travel.

18. "Palm Springs"

The resort community of Palm Springs awaits you, as Estelle brings
viewers along with her to the playground of the stars.  Enjoy a lesson in
fine cuisine as Estelle is invited into the kitchen to cook in Palm Springs'
only 5 star restaurant.  Then, journey to the magical and almost mystical
Joshua Tree State Park.

19. "Sedona, Arizona"

See why so many people call Sedona one of the most powerful places
on earth.  Stay with Estelle at the artist's paradise known as the Sunset
Chateau, where she learns about the community of artisans that have come to call
Sedona home.  See first hand the amazing light and energy surrounding the
red rock formations that make up this Arizona gem.

20. "Hotels of the World"

Come along to various places around the world that Estelle has
temporarily called home on her travels in search of paradise.  Each has its
own unique style, luxuries, and artistic design elements.  Estelle then
shares her secrets to finding just the right place to stay for anyone wanting to
discover Paradise on their own.

Karma Media's production team is completing new episodes at the
rate of about one every three weeks.  The Company's third season of
production starts on March 25, 2005 in Portland and Augusta, Maine.





8





---



"Estelle's Paradise" has enjoyed wide acceptance with hundreds of
broadcasters around the world, including the United States, Spain, the United
Kingdom and virtually every country in Latin America.  Karma Media's
distribution team is constantly adding new broadcasters to its roster of
stations that carry the show, both domestically and internationally.  A
chronology of finalized broadcast agreements can be found further below.

The Company's typical modus operandi is to offer the show to
respective broadcasters on a "commercial time split basis".  Under this
agreement (see appendices for example), the Company typically retains the rights
to one half (50%) of the commercial air time available during each half-hour
broadcast of "Estelle's Paradise", which is equivalent to anywhere from 2
minutes to 4 minutes per broadcast, depending on the broadcaster and country of
distribution.  Karma Media in turn intends to sell its allocation of
commercial air time to sponsors and advertisers.  Starting with FY2005, in
addition to collecting fees from potential advertisers and sponsors, the Company
also intends to license its shows to broadcasters for a flat fee per episode and
is in active negotiations with several broadcasters (both domestically and
internationally) interested in carrying the shows in exchange for a license
fee.

Additionally, the Company has been working on re-purposing its
growing content library for distribution via the Web (webcasts), mobile content
delivery (downloadable pictorial and video content for mobile phones and PDAs)
and other, ancillary entertainment products.  Going forward, the Company
expects such alternative content delivery vehicles to produce sustainable
operational revenues.

Since its inception, Karma Media has aligned itself with
worthwhile, non-profit causes.  The Company's core value of social
responsibility influences its content, productions and strategic
relationships.  After signing an agreement with A Special Wish Foundation
in FY2004, the Company signed additional agreements with the United Nations

World Food Programme and the National Wildlife Federation in early
2005 (see appendices).  Karma Media intends to expand its role as a cause
related marketer by supporting and fostering noble causes that tend to benefit
humankind.

Chronological Sequence of Events:

From January 20 through January 28 2004, Karma Media produced a
pilot for its television show "Estelle's Paradise" on location on the island of
Kauai, Hawaii.

On March 15, 2004, Karma Media signed a marketing agreement with
Radiovisa Corporation.  Radiovisa is a Spanish-language radio company that
produces syndicated and network radio programming, targeting US Hispanics of
Mexican origin.

The agreement between Karma Media and Radiovisa Corporation had an
initial term of three months, commencing April 1, 2004.  It called for
Karma Media to provide Radiovisa with a daily "vignette" (in Spanish) to be
hosted by Karma Media's ChairPerson, Estelle Reyna.  Each vignette shall
consist of approximately 50 seconds of content to air on the Radiovisa network
each weekday between 10am and 12am.

In exchange for the daily vignette, Radiovisa Corporation granted
Karma Media, Inc. two 60-second commercial radio spots each weekday.
 Content of said spots is at the sole discretion of Karma Media, Inc.

On March 23, 2004, Karma Media entered into a broadcast agreement
with Urban Television Network Corporation (UATV).  Urban Television Network
Corporation, based in Las Vegas, NV, with its uplink and master control in
Dallas/Fort Worth, TX, is a television network composed of affiliate broadcast
television stations across the country that air programming supplied by the
network via satellite transmission. The network competes with BET, which is
owned by Viacom Inc. for the urban market niche that the Company believes is
underserved at this time. The network has approximately 72 affiliates with a
household coverage of approximately 22 million households.

The agreement between Karma Media and UATV had a start date of May
2004 and an end date of May 2005.  UATV agreed to broadcast a 30-minute
travel show produced by Karma Media, Inc. entitled "Estelle's Paradise" and
featuring Karma Media's Chairperson, Estelle Reyna, as the host.

In consideration for the broadcast rights to "Estelle's Paradise",
UATV granted 2.5 minutes of commercial airtime to Karma Media for each airing of
the show, in all markets in which the show airs.





9





---





On April 5, 2004, Karma Media signed a reseller agreement with
Wildgate Wireless, a marketer of pre-paid calling card products located in
Culver City, California.

On April 5, 2004, Karma Media signed a promotion agreement with
Qool Aid, LLC, a software distribution company located in Newport Beach,
California.

Also on April 5, 2004, Karma Media signed a consulting agreement
with Dartmouth Capital, Inc., a company located in East Meadow, New York.

On April 16, 2004, Karma Media signed a 52-week broadcast
agreement with Olympusat, a television broadcaster located in West Palm Beach,
Florida.  Via this agreement, Olympusat agreed to broadcast Karma Media's
television show, "Estelle's Paradise", in both English and Spanish on the
station know as Colours Television, available to subscribers to the Dish Network
on channel 9407.

On April 26, 2004, Karma Media signed a broadcast agreement with
WRCX, a television broadcaster located in Dayton, Ohio.

On May 1, 2004, Karma Media signed a broadcast agreement with
Tiger Eye Broadcasting, a television broadcaster located in Miramar,
Florida.

On May 10, 2004, Karma Media signed a broadcast agreement with
WJAL, a television broadcaster located in Chambersburg, Pennsylvania.

On June 2, 2004, Karma Media signed a broadcast agreement with
Radio Difusion y Comunicacion, S.A., a radio broadcaster located in the city of
Panama, Republic of Panama.

On June 6, 2004, Karma Media signed a broadcast agreement with
Americana de Television (ATEL TV), a television broadcaster located in
Maracaibo, Venezuela.  ATEL TV has more than 300 affiliate stations in
South America, Spain and the United States of America.

On June 16, Karma Media signed a broadcast agreement with WYLE and
WLLT, a television broadcaster located in Sheffield, Alabama.

During the third quarter of 2004, Karma Media further strengthened
its presence as a multi-media company by entering additional broadcast
agreements that expand the Company's worldwide reach:

On July 9, 2004, Karma Media signed a 26-week television broadcast
agreement with Globe Entertainment Television, DBA Caribbean Superstation (CSS).
 CSS is located in New Rochelle, New York.  The agreement entitled
Karma Media to 3.5 minutes of commercial per each half-hour broadcast of
"Estelle's Paradise", Karma Media's flagship program.

On August 2, 2004, Karma Media signed a 26-week radio broadcast
agreement with WKM Radio 91.5 FM, a broadcaster located in Bolivia, South
America.  Under the terms of the agreement, Karma Media is entitled to
receive 2 minutes of commercial airtime in exchange for providing the WKM Radio
with a one-minute radio "vignette" entitled "El Super Minuto Caliente de
Estelle".



10





---





On September 2, 2004, Karma Media established a membership with
the ITEX Corporation, a leading retail trade and barter exchange.  The
Company intends to use ITEX as an additional vehicle to generate incremental
advertising and sponsorship participation within "Estelle's Paradise" and to
acquire valuable products and services from other members within the
exchange.

On September 8, 2004, Karma Media entered into an agreement with
US EURO Securities, Inc., a private, global investment bank headquartered in Los
Angeles, California.  The three-year engagement agreement proposes a
best-efforts equity offering of a certain number of shares of common stock to be
issued by the Company, for an amount up to one million dollars ($1,000,000).
 As of December 31, 2004, no shares had been issued under the terms of the
agreement.

Also on September 8, 2004, Karma Media signed an agreement with US
EURO Consulting, Inc., a Delaware Corporation.  Under the 3-year agreement,
Karma Media hired US EURO Consulting as the Company's non-exclusive finance
consultant.  As compensation for services to be rendered, US EURO
Consulting, Inc. received 900,000 restricted shares of Karma Media common stock,
in addition to other, performance-based compensation.  The Consultant is
involved in corporate finance, corporate strategy and planning, and the Company
recognizes the substantial experience and knowledge of the Consultant in matters
relating to corporate structure and capital resources.

In addition to the agreements described above, the following
agreements were concluded during the fourth quarter, 2004:

On October 11, 2004, Karma Media signed a 24-month license
agreement with OBETV, a UK-based broadcaster.  OBETV will air Karma Media's
travel program, "Estelle's Paradise" from two to four times each week.
 Karma Media will retain the rights to 6 minutes of commercial air time per
hour of broadcast.

On October 12, 2004, Karma Media signed an Interactive Marketing
and Content Distribution Agreement with Altnet, Inc. Altnet is the world's
largest issuer of Digital Rights Managed (DRM) licenses for digital
entertainment, issuing around 350,000 licenses each day. Altnet is a joint
venture between Brilliant Digital Entertainment (OTCBB: BDEI), and Joltid,
developers of the world's most popular P2P technology.  Under the terms of
the agreement, Altnet will promote, distribute and sell Karma Media's digital
content on a "pay per download" basis.  Karma Media receives a revenue
share equal to 45% of the adjusted gross revenue collected by Altnet.

On October 15, 2004, Karma Media entered into a one-year agreement
with Broadcast Marketing Corp. (BMC), a New York Corporation.  BMC is a
media sales company specializing in merchandise and services barter that can
solicit and sell local and national advertisers various media.

On October 20, Karma Media entered into a one-year agreement with
America One Television, a broadcaster located in Ft. Worth, Texas.  America
One is a family-oriented, general entertainment television network that reaches
nearly 25 million U.S. homes via a network of over 100 television affiliates.
America One's affiliates are primarily independent broadcasters and many of them
are major media affiliated stations (ABC, UPN, FOX, WB, etc.). America One
Television is a wholly owned subsidiary of USFR Media Group, Houston, Texas.
 America One airs Karma Media's travel program, "Estelle's Paradise" and
grants Karma Media 2 minutes of commercial air time per half-hour broadcast.

On October 27, Karma Media signed a 26-week broadcast agreement
with CVM Communications Group Limited (CVMTV), a Kingston-Jamaica based
broadcaster.  Under the terms of the agreement, Karma Media retains 4
minutes of commercial air time per half-hour broadcast.

On November 18, Karma Media entered into an agreement with Big
John's Team, a non-profit organization created with the goal of raising funds
for familiesthat desperately need help paying for cancer treatments.

On November 23, 2004, Karma Media signed a content distribution
agreement with 9 Squared, Inc. designed to deliver downloadable pictures and
video content to mobile phone customers

Also on November 23, 2004, Karma Media signed an office lease
agreement with eOfficesuites, Inc. for 5 (five) office suites and a base monthly
rent of $3930.00.

On November 29, 2004, Karma Media entered into a 52-week broadcast
agreement with KPAL for distribution of both the English and the Spanish version
of "Estelle's Paradise".



11





---





Also on November 29, 2004, Karma Media signed a 52-week broadcast
agreement with KTWO, the ABC station in Casper, Wyoming;

On November 29, 2004, Karma Media's Chief Executive Officer,
Dominique Einhorn implemented a Trading Plan  SEC Rule 10b5-1 with NevWest
Securities Corporation (broker).  The 10b5-1 Trading Plan was established
in order to enable Dominique Einhorn to purchase or sell shares of common stock
of Karma Media, Inc.  Between the inception date of the 10b5-1 Trading Plan
and March 15, 2005, Mr. Einhorn purchased a total of 74,818 shares of common
stock in Karma Media, Inc. (KRMA).

On December 6, 2004, Karma Media signed a 52-week broadcast
agreement with KTLE / Telemundo (Midland, Odessa);

Several additional broadcast agreements were signed during the
first quarter of 2005.

Pitboss Entertainment's strategy rests on successful branding and the
creation of new and innovative channels of distribution.  Strategic public
relations and the lifelong alignment of Estelle Reyna with non-profit causes
should further enhance the Company's stature.

C. Controls and Procedures

Based on their most recent review, which was completed within
ninety days of the filing of this report, Pitboss Entertainment Officers have concluded
 that  Pitboss Entertainment's  disclosure controls  and  procedures
 are effective to ensure that information required to be disclosed  by Pitboss Entertainment
 in  the  reports it files or submits under  the
 Securities Exchange Act of 1934, as amended, is accumulated and
communicated to Pitboss Entertainment's management, including its Officers, as appropriate
 to allow  timely  decisions regarding required  disclosure
 and  are effective to ensure that such information is recorded,
processed, summarized and reported within the time periods specified in
 the Securities and Exchange Commission's rules and forms.  There were
no significant changes in Pitboss Entertainment's internal controls or in other factors
that could significantly affect those controls subsequent to the date of their
evaluation.















12





---

Item 7. Financial Statements.

**PART III**

**Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance With Section 16(a) of the Exchange Act.**

**Directors, Executive Officers, Promoters and Control Persons**

Each of Karma Media's directors is elected by the stockholders to a term of one (1) year and serves until his or her successor is elected and qualified.  Each of the officers is appointed by the Board of Directors to a term of one (1) year and serves until his or her successor is duly elected and qualified, or until he or she is removed from office.  The Company does not presently have any standing audit, nominating or compensation committee, or any committee performing similar functions.

The following table sets forth certain information regarding executive officers and directors of Pitboss Entertainment / Karma Media as of the date of this Annual Report:

|Name and Address  | Age | Position                                                                              | Director since
|----------------- | --- | ------------------------------------------------------------------------------------- | --------------
|John D. Jarvis    | 39  | President & CEO, Director                                                             | 2005          
|Dominique Einhorn | 34  | President & CEO, Director                                                             | 2003          
|Estelle Reyna     | 32  | Vice President-Creative Design, Secretary, Director                                   | 2003          
|Gerard Keenan     | 43  | Vice President-Business Development, Treasurer, Director, Principal Financial Officer | 2005          
|Jonathan Marshall | 39  | National Sales Director                                                               | 2004          

The persons named above are expected to hold their office/position until the next annual meeting of Pitboss Entertainment's stockholders.

**Background of Directors, Executive Officers, Promoters and Control Persons**

**John D. Jarvis, President & CEO, Director**,John has over ten years experience in strategic marketing and sales with significant emphasis on relationship sales with Fortune 100 companies. He has over five years experience with all aspects of Internet operations and development, including direct experience with web site development for corporate presence as well as content deployment. **Dominique Einhorn, President & CEO, Director**, has been involved in the management of on-line direct marketing strategies since 1993.  A graduate from the Universite des Sciences Humaines of Strasbourg, France, Mr. Einhorn (with co-founder Matthew Boyce) launched TheArtAuction.com, a pure online art auction in 1996.  TheArtAuction.com was eventually sold to a publicly-traded company.  From 1998 to 2001, Mr. Einhorn served as President and CEO of Powerclick, Inc., an Internet marketing and consulting firm, which he eventually sold as well.  From 2001 to 2003, Mr. Einhorn was CEO of 101marketing, Inc., an Internet marketing and consulting firm specializing in online media buys on behalf of its client base.  From 2002 to present, Mr. Einhorn has been President of The MarketDart Corporation, a marketing company specializing in the financial services industry.

**Estelle Reyna (a.k.a. Esther Bermudez), Vice President-Creative Design, Secretary, Director**, has been a free-lance translator and editor and a professional model and actress since 1998 to present.  In 2002, Ms. Reyna briefly served as Director of Business Development for CharityBuy, Inc., a marketing firm specializing in the development of fundraising strategies for the non-profit industry.  Ms. Reyna graduated *suma cum laude* from the Zurich University (Linguistics).  She worked as a judiciary interpreter for several years in Switzerland where she founded " *Uebersetzer im Gericht*."  The association's objective was to make the public and the judicial community aware of the unique role and function of interpreters in the legal system.  Ms. Reyna has been an environmental activist contributing to non-profit organizations like Greenpeace and Amnesty International by rendering advice/consulting services for campaigns in South America.

**Gerard Keenan, Vice President-Business Development, Treasurer, Director, and Principal Financial Officer,**has background experience as a media producer and director. In addition, he has an established background as a broadcast and high-definition engineer. Mr. Keenan first got his hands on a film camera at 8 years old and lead his fellow neighborhood kids in his own 8mm productions, which would then be screened for his small town using a projector and the garage door of his friend's house. His expansive range of skill comprises essentially every technical and creative role in film and television broadcasting, ranging from studio feature films to episodic television. This knowledge gives Mr. Keenan a great advantage as a producer or director, for if trouble arises, he  knows how to get it fixed. An accomplished Producer and Director, Mr. Keenan's client list includes ABC, NASCAR, ESPN, University of California, H.P.,  Sun, Intel, IBM, Cisco, and Network Appliance.  In 2001, after 15 years of professional production experience, Mr. Keenan created High Definition Productions, Inc.  He has homes in both Santa Cruz and in the rolling hills of Hollywood.

**Jonathan Marshall, National Sales Director,** brings to Karma Media over ten years of hands-on experience in the advertising industry.  A graduate of the California State University at Fullerton, Jonathan Marshall has been directly involved with online marketing since 1993.  Mr. Marshall's began his digital career as the founder of a web development firm called Planet Access in Newport Beach, California that later became a digital advertising agency.  Planet Access specialized in building custom web-based and top-performing rich media applications.  Over the last decade, Mr. Marshall has managed the development of multiple software applications including email and advertising-specific software.  He has also successfully overseen the launch of well over 100 web properties.  In his capacity as an expert in online transaction-based communication, Mr. Marshall has consulted with a number of high profile clients such as DuPont Corian, the NBA, the NFL, Chuck Jones Enterprises, Looney Tunes, Bell & Howell, Kingston Technologies, Mossimo, Billabong and many others.

30

**Family Relationships**

None.

**Involvement in Certain Legal Proceedings**

No director, officer, significant employee, or consultant of Pitboss Entertainment / Karma Media has been convicted in a criminal proceeding, exclusive of traffic violations.

No director, officer, significant employee, or consultant of Pitboss Entertainment / Karma Media has been permanently or temporarily enjoined, barred, suspended, or otherwise limited from involvement in any type of business, securities or banking activities.

No director, officer, significant employee, or consultant of Pitboss Entertainment / Karma Media has been convicted of violating a federal or state securities or commodities law.

**Audit Committee Financial Expert**

Pitboss Entertainment / Karma Media's board of directors has determined that Pitboss Entertainment / Karma Media does not have an audit committee financial expert serving on its audit committee.

**Section 16(a) Beneficial Ownership Reporting Compliance**

Section 16(a) of the Securities Exchange Act of 1934, as amended requires the Company's directors and executive officers, and persons who beneficially own more than 10% of a registered class of the Company's equity securities, to file reports of beneficial ownership and changes in beneficial ownership of the Company's securities with the SEC on Forms 3 (Initial Statement of Beneficial Ownership), 4 (Statement of Changes of Beneficial Ownership of Securities) and 5 (Annual Statement of Beneficial Ownership of Securities).  Directors, executive officers and beneficial owners of more than 10% of the Company's common stock are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms that they file.

Except as otherwise set forth above, based solely on review of the copies of such forms furnished to the Company, or written representations that no reports were required, the Company believes that for the fiscal year ended December 31, 2004 directors, executive officers, and beneficial owners complied with Section 16(a) filing requirements applicable to them.

**Item 10. Executive Compensation.**

SUMMARY COMPENSATION TABLE 
  (na - not applicable)

|                                                                                 |        | Annual Compensation ($) | Long Term Compensation
|-------------------------------------------------------------------------------- | ------ | ----------------------- | ----------------------
|(a)                                                                              | (b)    | (c)                     | (d)                   
|Name and Principal Position                                                      | Year   | Salary                  | Bonus                 
|John D. Jarvis
      President / CEO, Director                                   | 2005   | 55,000                  | 0                     
|Dominique Einhorn 
        President & CEO, Director                             | 2004   | 55,750                  | 0                     
|2003                                                                             | 5,000  | na                      | na                    
|2002                                                                             | na     | na                      | na                    
|Estelle Reyna 
        Vice President-Creative Design, Secretary, Director       | 2004   | 55,750                  | 0                     
|2003                                                                             | 52,600 | na                      | na                    
|2002                                                                             | na     | na                      | na                    
|Jonathan Marshall, National Sales Director                                       | 2004   | 0                       | 0                     
|2003                                                                             | na     | na                      | na                    
|2002                                                                             | na     | na                      | na                    
|Michelle R. Quinlan 
        President & CEO, Director 
        until 2003       | 2004   | 0                       | 0                     
|2003                                                                             | 0      | 0                       | 0                     
|2002                                                                             | 0      | 0                       | 0                     
|Michael G. Quinlan 
        Secretary & Controller, Director 
        until 2003 | 2004   | 0                       | 0                     
|2003                                                                             | 0      | 0                       | 0                     
|2002                                                                             | 0      | 0                       | 0                     

There are no existing or planned option/SAR grants.

**Item 11. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters**

The following table sets forth certain information as of December 31, 2004 with respect to the beneficial ownership of Karma Media's Common Stock by all persons known by Karma Media to be beneficial owners of more than 5% of any such outstanding classes, and by each director and executive officer, and by all officers and directors as a group.  Unless otherwise specified, the named beneficial owner has, to Karma Media's knowledge, either sole or majority voting and investment power.



34

|Title Of Class | Name and Address of Beneficial Owner of Shares                                  | Position                                                                              | Amount of shares held by Owner | Percent of Class
|-------------- | ------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------- | ------------------------------ | ----------------
|Common         | Dominique Einhorn 
        13101 Washington Boulevard, Los Angeles, CA 90066    | President & CEO                                                                       | 5,006,991                      | 30.2%           
|Common         | Estelle Reyna 
        13101 Washington Boulevard, Los Angeles, CA 90066        | Vice President-Creative Design, Secretary, Director                                   | 5,000,000                      | 30.1%           
|Common         | Michael C. Markwell 
        2021 Dahlia Avenue 
        Louisville, KY 40205   | Vice President-Business Development, Treasurer, Director, Principal Financial Officer | 40,000                         | 0.2%            
|Common         | Jonathan Marshall 
        13508 Lake Magdalene Drive 
        Tampa, FL 33613  | National Sales Director                                                               | 40,000                         | 0.2%            
|Common         |                                                                                 | Executive Officers and Directors/Management as a Group                                | 10,086,991                     | 60.7%           
|Common         | Michelle R. Quinlan 
        8343 East Earll 
        Scottsdale, Arizona 85251 | Former (until 2003) Officer & Director                                                | 1,430,000                      | 8.6%            

**Item 12. Certain Relationships and Related Transactions.**

On May 5, 1999, the Company issued 10,000,000 shares (retroactively restated to reflect the split that took effect in March 2003) of its $0.001 par value common stock to Michelle R. Quinlan, then an officer and director, in exchange for a subscription receivable.  During March 2002, Michelle R. Quinlan paid for expenses totaling $1,900 and paid cash in the amount of $100 to cancel the entire subscriptions receivable balance.

During the year ended December 31, 2002, Michelle R. Quinlan, at the time the president and CEO of the Company, agreed to pay for a number of items in connection with Karma Media's organization, a registered offering, and start-up operations.  The total expenses paid by Michelle R. Quinlan equaled $11,338.00.

In 2002, Ms. Quinlan agreed to convert $1,900 of the loan into common stock in the transaction described above.  As of December 31, 2002, the Company repaid a total of $9,243 of the outstanding loan balance.  The remaining amount due to Michelle R. Quinlan as of December 31, 2002 was $195.  During the quarter ended September 30, 2003, the Company paid the entire balance of $195 of the outstanding loan to Michelle Quinlan.

In July 2003, Michelle Quinlan resigned as a director and officer of the Company.  Ms. Quinlan also instructed the Company to cancel 8,470,000 of the 10,000,000 shares previously owned by her.  As a result, the Company experienced a change in control.

In August 2003, Karma Media issued 40,000 shares of common stock to Michael C. Markwell, an officer & director, for a subscription receivable of $40 and for services valued at $1,960.  Also in August 2003, Karma Media issued 40,000 shares of common stock to Jonathan Marshall, an officer of the Company, for a subscription receivable of $40 and for services valued at $1,960.

Karma Media signed a lease for four (4) office suites with eOfficesuites in November, 2004, commencing December 1st, 2004.

35

**Item 13. Exhibits and Reports on Form 8-K.**

**(b) Reports on Form 8-K**

During the last quarter of the fiscal year ended December 31, 2005, Pitboss Entertainment / Karma Media filed the following Current Reports on Form 8-K:

|Date of Report | Date Filed     | Items Reported                                       
|-------------- | -------------- | -----------------------------------------------------
|April 17, 2004 | April 22, 2004 | Item 4.  Change in Registrant's Certifying Accountant
|7/18/2005      | 7/18/2005      | Item 5.


 Corporate Governance and Management       
|2/01/2006      | 4/19/2006      | Item 5.


 Corporate Governance and Management       

**Item 14. Principal Accountant Fees and Services.**

We paid the following fees in each of the prior two fiscal years to its former principal accountant, Beckstead and Watts, LLP (and its predecessor, G. Brad Beckstead, CPA) of Las Vegas, NV.



|                   | Year Ended December 31,
|------------------ | -----------------------
|                   | 2005                   
|Audit Fees         | 7,500                  
|Audit-Related Fees | -                      
|Tax Fees           |                        
|All Other Fees     |                        
|Total              | 7,500                  



36



On April 17, 2005, the Company engaged Bagell Josephs & Company, LLC as its new principal independent accountant. The Company paid the following fees to its present principal auditors, Bagell Josephs & Company, LLC

|                   | Year Ended December 31, 2005
|------------------ | ----------------------------
|Audit Fees         | 5,000                       
|Audit-Related Fees | -                           
|Tax Fees           | -                           
|All Other Fees     | -                           
|Total              | 5,000                       

"Audit Fees" consisted of fees billed for services rendered for the audit of Pitboss Entertainment / Karma Media's annual financial statements and for review of the financial statements included in Pitboss Entertainment / Karma Media's quarterly reports on Form 10-QSB.

Beckstead and Watts, LLP, did not perform any non-audit services for Pitboss Entertainment / Karma Media in either the fiscal year ended December 31, 2004 or the fiscal year ended December 31, 2005.

Bagell Josephs & Company, LLC, was paid $5,000 for reviews of financial statements included in our quarterly reports filed during the fiscal year ended December 31, 2005.

The Company has no formal audit committee.  However, the entire Board of Directors (the "Board") is the Company's de facto audit committee.

The Board discussed with the auditors any relationships that may impact their objectivity and independence and satisfied itself as to the auditors' independence.

The Board reviewed the audited consolidated financial statements of the Company as of and for the year ended December 31, 2005, with management and the independent auditors.  Management has the responsibility for the preparation of the Company's financial statements and the independent auditors have the responsibility for the examination of those statements.

Based on the above-mentioned review and discussions with the independent auditors and management, the Board of Directors approved the Company's audited consolidated financial statements and recommended that they be included in its Annual Report on Form 10-KSB for the year ended December 31, 2005, for filing with the Securities and Exchange Commission.



37







**SIGNATURES**

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



|Pitboss Entertainment , Inc.           
|---------------------------------------
|(Registrant)                           
|                                       
|By: /s/ John D, Jarvis, President & CEO
|                                       
|March 31, 2006                         

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

|                   |                           |               
|------------------ | ------------------------- | --------------
|Signature          | Title                     | Date          
|                   |                           |               
|/s/ John D. Jarvis | President & CEO, Director | March 31, 2006
|John D.Jarvis      |                           |               
|                   |                           |               
|                   |