================================================================================

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

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

                                   FORM 10-QSB

                Quarterly Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

For the Quarter Period Ended
     September 30, 2005                            Commission File No. 000-29462

                              110 MEDIA GROUP, INC.
             (Exact name of Registrant as specified in its Charter)

            Delaware                                       13-4127624
  (State or jurisdiction of                  (IRS Employer Identification No.)
incorporation or organization)

31 Main Street, Suite 312, Patchogue, NY                     11772
(Address of Principal Executive Office)                    (Zip Code)

Registrant's telephone number, including area code:    (631) 207-2227

Former name, former address and former fiscal year, if changed since last
report: 95 Broadhollow Road, Suite 101, Melville, NY 11747

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for a 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 [ ]


The number of shares issued and outstanding of the Registrant's Common Stock,
$.001 par value, as of November 18, 2005 was 1,961,447.

================================================================================

<PAGE>


                         PART I - FINANCIAL INFORMATION

Item 1:  Financial Statements (Unaudited)


Condensed Consolidated Balance Sheet                            F-1

Condensed Consolidated Statements of Operations                 F-2

Condensed Consolidated Statements of Cash Flows                 F-3

Notes to the Condensed Consolidated Financial Statements        F4-F16


<PAGE>
                                            110 MEDIA GROUP, INC. AND SUBSIDIARY

                                            CONDENSED CONSOLIDATED BALANCE SHEET
                                                                     (UNAUDITED)
                                                              September 30, 2005
================================================================================
                                 ASSETS

CURRENT ASSETS
Cash                                                                $     4,344
Prepaid expenses and other current assets                                 6,096
                                                                    -----------
Total Current Assets                                                     10,440

PROPERTY AND EQUIPMENT, Net                                              84,702

OTHER ASSETS
Intangible assets, net                                                  292,890
                                                                    -----------

TOTAL ASSETS                                                        $   388,032
                                                                    ===========
                LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES

Convertible debentures                                              $   125,000
Accrued Dividends Payable                                                23,129
Accounts Payable and Accrued Expenses                                   375,834
Notes payable to Global Reach - current portion                          77,842
Due to stockholders and affiliates                                    1,084,016
                                                                    -----------
TOTAL CURRENT LIABILITIES                                             1,685,821


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 $440,555                               440,555

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIENCY
Common stock - $0.001 par value; 100,000,000 shares
authorized; 1,961,447 shares issued and outstanding                      29,417
Treasury Stock (33,333 shares @$1.05)                                   (35,000)
Unearned compensation                                                  (483,125)
Additional paid in capital                                            2,598,474
Accumulated Deficit                                                  (3,848,110)
                                                                    -----------
TOTAL STOCKHOLDERS' DEFICIENCY                                       (1,738,344)
                                                                    -----------

TOTAL LIABILITIES AND
STOCKHOLDERS' DEFICIENCY                                            $   388,032
                                                                    ===========

    The accompanying notes are an integral part of the financial statements.

                                      F-1

<PAGE>

                                            110 MEDIA GROUP, INC. AND SUBSIDIARY

                                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                                                     (UNAUDITED)
================================================================================
                                                    For the Nine Months Ended
                                                           September 30,
                                                      2005              2004
                                                  -----------       -----------

REVENUE                                           $   154,457       $    15,569
                                                  -----------       -----------
COSTS AND EXPENSES
Cost of revenue                                        84,345            14,604
Compensatory element of stock transactions            461,179           118,045
Depreciation and amortization                         122,376            14,003
Selling and administrative expenses                   985,455           596,177
                                                  -----------       -----------
TOTAL COSTS AND EXPENSES                            1,653,355           742,829
                                                  -----------       -----------
OPERATING LOSS                                     (1,498,898)         (727,260)
                                                  -----------       -----------
OTHER EXPENSES
Interest                                              165,279           643,022

Loss on Sale of Subsidiary                            210,256              --
                                                  -----------       -----------
NET LOSS                                          $(1,874,433)      $(1,370,282)
                                                  ===========       ===========
Preferred Dividend Series AA                      $      --         $      --
                                                  -----------       -----------
Net loss applicable to common shareholders        $(1,874,433)      $(1,370,282)
                                                  ===========       ===========
Basic and Diluted Net Loss Per Share              $     (1.22)      $     (2.99)
                                                  ===========       ===========
Weighted Average Number of Common
Shares Outstanding - Basic and Diluted              1,534,359           458,174
                                                  ===========       ===========

    The accompanying notes are an integral part of the financial statements.

<PAGE>
                                            110 MEDIA GROUP, INC. AND SUBSIDIARY

                                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                                                     (UNAUDITED)
================================================================================
                                                    For the Three Months Ended
                                                           September 30,
                                                      2005              2004
                                                  -----------------------------

REVENUE                                           $    45,757       $    11,811
                                                  -----------       -----------
COSTS AND EXPENSES
Cost of revenue                                         9,674             5,445
Compensatory element of stock transactions            203,692            28,826
Depreciation and amortization                          45,257             4,729
Selling and administrative expenses                   284,253           190,688
                                                  -----------       -----------
TOTAL COSTS AND EXPENSES                              542,876           229,688
                                                  -----------       -----------
OPERATING LOSS                                       (497,119)         (217,877)
                                                  -----------       -----------
OTHER EXPENSES
Interest                                               67,821             9,871

Loss on Sale of Subsidiary                            210,256              --
                                                  -----------       -----------

NET LOSS                                          $  (775,196)      $  (227,748)
                                                  ===========       ===========
Preferred Dividend Series AA                      $      --         $      --
                                                  -----------       -----------
Net loss applicable to common shareholders        $  (775,196)      $  (227,748)
                                                  ===========       ===========
Basic and Diluted Net Loss Per Share              $     (0.46)      $     (0.20)
                                                  ===========       ===========
Weighted Average Number of Common
Shares Outstanding - Basic and Diluted              1,691,325         1,125,514
                                                  ===========       ===========
The accompanying notes are an integral part of the financial statements.


    The accompanying notes are an integral part of the financial statements.

                                      F-2

<PAGE>
<TABLE>
<CAPTION>
                                                  110 MEDIA GROUP, INC. AND SUBSIDIARY

                                       CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                                           (UNAUDITED)
=====================================================================================
                                                          For the Nine Months Ended
                                                                 September 30,
                                                            2005              2004
                                                        -----------       -----------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                     <C>               <C>
Net loss                                                $(1,874,433)      $(1,370,282)
                                                        -----------       -----------
 Adjustments to reconcile net loss to net
  cash provided by (used in) operating activities:
Amortization of deferred financing costs                       --              76,000
Amortization of deferred debt discount                         --             527,100
Disposition of Jade                                         210,256              --
Depreciation and amortization                               122,376            14,003
Compensatory element of stock transactions                  461,179           118,045
Changes in operating assets and liabilities:
   Video Library                                               --             (18,372)
Prepaid expenses and other current assets                     4,870            (7,980)
Accrued Accounts Receivable                                    --                 426
Accrued expenses and other current liabilities               11,305           105,990
                                                        -----------       -----------
 TOTAL ADJUSTMENTS                                          809,986           815,212
                                                        -----------       -----------
NET CASH USED IN OPERATING
ACTIVITIES                                               (1,064,447)         (555,070)
                                                        -----------       -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of computer equipment                              (92,012)           (6,203)
 Purchase of Web 1000 intangible assets                     (16,000)
Cash received in recapitalization                              --                --
                                                        -----------       -----------
NET CASH (USED IN) PROVIDED BY
INVESTING ACTIVITIES                                       (108,012)           (6,203)
                                                        -----------       -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds of loans from shareholder                        1,106,954           255,500
Proceeds from Escrow                                        105,500
Repayment of debt to former officers                        (34,422)
Advances to affiliate                                          --              (3,221)
Repayment of principal on debt                              (22,158)             --
                                                        -----------       -----------
NET CASH PROVIDED BY (USED IN)
FINANCING ACTIVITIES                                    $ 1,155,874       $   252,279
                                                        -----------       -----------
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                                            110 MEDIA GROUP, INC. AND SUBSIDIARY

                                CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED
                                                                     (UNAUDITED)
===================================================================================
                                                        For the Nine Months Ended
                                                              September 30,
                                                           2005            2004
                                                        ---------       ---------
<S>                                                     <C>             <C>
NET (DECREASE) INCREASE  IN CASH                        $ (16,585)      $(308,994)
CASH - Beginning                                           20,930         314,875
                                                        ---------       ---------
CASH - Ending                                           $   4,345       $   5,881
                                                        =========       =========

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

 Non-cash investing and financing activities:

Repayment of Debt through issuance of Common Stock        (75,000)        687,000
Conversion of accrued liabilities                            --            94,045
Issuance of common stock in connection with
          employment agreements                           (24,000)           --
       Issuance of common stock in connection for
            Consulting Services                           (20,000)           --
      Equity - issuance of common stock                   119,000            --
</TABLE>




    The accompanying notes are an integral part of the financial statements.

                                      F-3

<PAGE>


                                            110 MEDIA GROUP, INC. AND SUBSIDIARY

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


NOTE 1 - Going Concern and Managements Plans

         The accompanying condensed consolidated financial statements have
         been prepared in conformity with accounting principles generally
         accepted in the United States of America, assuming that the Company
         will continue as a going concern. For the nine months ended
         September 30, 2005, the Company had a net loss of approximately
         $1,874,433. The Company is in default on certain convertible notes
         payable, see Note 6. These factors raise substantial doubt about the
         Company's ability to continue as a going concern. During the nine
         months ended September 30, 2005 the Company received $1,106,954 from
         certain of its stockholders to fund its operating expenses. The
         Company's ability to continue as a going-concern is dependent upon
         obtaining additional financing, restructuring its existing
         liabilities, and the successful completion of its business plan. The
         consolidated financial statements do not include any adjustments
         that might result from the outcome of this uncertainty. No assurance
         can be provided that the Company will be successful in locating
         additional financing or completing its business plan.


NOTE 2 - Summary of Significant Accounting Policies


         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.

                                      F-4

<PAGE>

                                            110 MEDIA GROUP, INC. AND SUBSIDIARY

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

NOTE 2 - Summary of Significant Accounting Policies, continued

         Stock-Based Compensation, continued

         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.

<TABLE>
<CAPTION>
                                                            For the Nine Months
                                                                  Ended
                                                               September 30,
                                                      -----------------------------
                                                          2005              2004
                                                      -----------       -----------
  Net loss applicable to common stockholders,
<S>                                                   <C>               <C>
    As reported                                       $(1,874,433)      $(1,370,282)

  Add:  stock-based employee compensation
          expense included in reported net loss
          applicable to common stockholders               461,479           118,045

  Less:  total stock-based employee
            compensation expense determined
            under the fair value-based method of
            all awards                                   (461,479)         (118,045)
                                                      -----------       -----------
  Proforma Net Loss Applicable to Common
    Stockholders                                      $(1,874,433)      $(1,370,282)
                                                      ===========       ===========
Weighted Average Number of Common
      Shares Outstanding - Basic and Diluted            1,534,359           458,174
                                                      ===========       ===========
  Basic and Diluted Net Loss Applicable to
    Common Stockholders:
      As reported                                     $     (1.22)      $     (2.99)
                                                      ===========       ===========
      Proforma                                        $     (1.22)      $     (2.99)
                                                      ===========       ===========
</TABLE>


                                      F-5

<PAGE>

                                            110 MEDIA GROUP, INC. AND SUBSIDIARY

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

NOTE 4 - Property and Equipment, Net

         Property and equipment consists of the following at September 30,
         2005:

         Computer equipment                      $92,012
                                                 -------
         Total                                    92,012

         Less: accumulated depreciation           (7,395)
                                                 -------

         Property and Equipment, Net             $84,617
                                                 =======

         Depreciation expense for the period ended September 30, 2005 and 2004
         was $10,377 and $14,003, respectively.


NOTE 5 - Web 1000.com, Net

         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 purchase price for the assets was $400,000 payable
         as follows:

         (a)   $50,000 in cash at closing (paid on December 5, 2004)

         (b)   $50,000 in cash payable 30 days after closing (paid on December
               27, 2004)

         (c)   $100,000 in cash payable over 12 months commencing January
               1,2005.

         (d)   $200,000 worth of the Company's common stock, which equaled
               68,729 post-split shares

                                      F-6

<PAGE>

                                            110 MEDIA GROUP, INC. AND SUBSIDIARY

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


NOTE 5 - Web 1000.com, Net, continued

         Due to the absence of several significant business attributes such as
         no employees and no tangible assets, this purchase was classified as
         a purchase of assets rather than a purchase of a business.
         Accordingly, the information required by FASB No. 141 is not
         required. The purchase price was all allocated to the URLs acquired
         and is being amortized over a thirty-nine month period commencing
         December 1, 2004. Amortization expense for the period ended September
         30, 2005 was $111,999.

         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 10), this
         agreement was terminated.

NOTE 6 - Convertible Debentures

         Convertible debentures at September 30, 2005 consist of the following:
<TABLE>
<CAPTION>
<S>                                                                              <C>
         a.    Convertible debenture, due on demand, bearing interest at 8%
               per annum. The debenture contains a provision for conversion
               at the holder's option including accrued interest, into the
               Company's common stock at a conversion price equal to 70% of
               the average closing bid price per share of common stock for
               the five-day period prior to such conversion. The related
               beneficial conversion feature has been fully charged to
               interest expense by Dominix in prior years.                           $100,000



         b.    Convertible debentures, due on demand, bearing interest at 12%
               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. During the year ended
               December 31, 2004, nine holders of 12% convertible debentures
               totaling $112,000 converted their debentures into a total of
               22,050 post-split shares of common stock.                               25,000
</TABLE>

         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
         $4,000 into an aggregate of 60,000 post-split shares of the Company's
         common stock.


                                      F-7

<PAGE>

                                            110 MEDIA GROUP, INC. AND SUBSIDIARY

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



NOTE 6 - Convertible Debentures, continued


         c.    Convertible debentures, due November 30, 2004, bearing
               interest at a rate at 7% per annum. In November 2003,the
               Company completed the sale of 7% Convertible Debentures
               resulting in gross proceeds of $575,000. Pursuant to the
               agreement, on June 4, 2004, the debentures were converted into
               67,085 post-split shares of the Company's common stock and
               warrants to purchase 33,542 shares of the Company's common
               stock at $15.00 per share exercisable through May 30, 2006.

         At the time of the funding, the $575,000 of gross proceeds was
         allocated 64.05% or $368,270 to the notes and 35.95%$ or $206,730 to
         the warrants. The conversion price of the debentures was below
         market price of the Company's common stock at December 31, 2003,
         which resulted in a beneficial conversion feature of $368,270. In
         accordance with EITF -0027, the amount allocated to the beneficial
         conversion feature was limited to the net proceeds of the offering
         less the value allocated to the warrants issued to the purchasers.
         The amount allocated to the warrants of $206,730 and the total
         amount of the beneficial conversion features of $368,270 were both
         recorded as a deferred debt discount and charged to interest expense
         over the term of the notes. The remaining balance of $280,953 at
         June 4, 2004 was charged to interest expense upon the conversion of
         the securities. In connection with this private placement, the
         Company issued to the placement agents warrants to purchase a total
         of 1,750 post-split shares of the Company's common Stock valued at
         $23,000 and incurred $60,000 of other debt issuance costs and
         charged to interest expense over the term of the loan. The remaining
         balance of $55,250 at June 4, 2004 was charged to interest expense
         upon the conversion of the securities.


         Less:  current portion
                                                                     --
                   Long-Term Debt, Net of Current Portion   -----------
                                                                125,000
                                                                125,000
                                                            -----------
                                                            $        --
                                                            ===========

                                      F-8

<PAGE>

                                            110 MEDIA GROUP, INC. AND SUBSIDIARY

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



NOTE 7 - Notes Payable to Stockholders

         As of June 30, 2005 Raymond Barton, CEO and Timothy Schmidt,
         President advanced the Company $29,566 and $34,566, respectively, for
         working capital purposes, evidenced by secured promissory notes. The
         notes bear interest at 8% per annum. On August 17, 2005 by Board
         Resolution, Mr. Barton converted $16,092.83 of his total outstanding
         note into 107,285 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 September 30, 2005, a stockholder, Steven Horowitz, advanced
         the Company $1,084,115 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 150 days.

         Accrued interest as of September 30, 2005 on these notes amounted to
         $43,156.29 and is included in accounts payable and accrued expenses.

NOTE 8 - Accounts Payable and Accrued Expenses

         Accounts payable and accrued expenses at September 30, 2005 consist
         of the following:

         Interest                                                     $106,433
         Professional fees                                              14,475
         Liquidating damages                                           184,000
         Accrued Compensation                                           10,662
         Other                                                          60,264
                                                                      --------
                                                                      $375,834
                                                                      ========



                                      F-9

<PAGE>

                                            110 MEDIA GROUP, INC. AND SUBSIDIARY

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



NOTE 9 - Stockholders' Deficiency


         Stock Based Compensation

         On February 18, 2005, in connection with its 2003 Equity Incentive
         Plan, the Company issued 14,667 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 September 30, 2005 amounted
         to $295,625.

         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-10

<PAGE>

                                            110 MEDIA GROUP, INC. AND SUBSIDIARY

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



NOTE 9 - Stockholders' Deficiency, continued

         2003 Equity Incentive Plan

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

         Earnings Per Share

         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 September 30, 2005                          260,716
                                                                     =========

         Reverse Split

         On July 15, 2005 notice was given that certain stockholders of 110
         Media Group, Inc., a Delaware corporation ("110 Media" or the
         "Company") have consented to taking of corporate actions by consent in
         lieu of a meeting of stockholders. The corporate actions which will not
         be in effect until at least 20 days after the mailing of an information
         statement which was mailed on July 15, 2005:

         1. Approve an amendment to our Certificate of Incorporation to effect a
         reverse stock split of all of the outstanding shares of Common Stock,
         at a ratio of between one-for-five and one-for-fifteen.

         2. Amend our Certificate of Incorporation to increase the number of
         shares of Common Stock the Company is authorized to issue to
         100,000,000 and decrease the par value of the Company's Common Stock
         to $.001; and

         Only stockholders of record at the close of business on July 15, 2005
         are entitled to notice of these corporate actions. Holders of
         12,095,525 of our Common Stock gave their written consent to the above
         corporate actions. This written consent was obtained pursuant to
         Section 228(a) of the Delaware General Corporation Law, as amended.

         On October 4, 2005 the split became effective.


                                      F-11

<PAGE>

                                            110 MEDIA GROUP, INC. AND SUBSIDIARY

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

NOTE 10 - Commitments and Contingencies

          Other Contingencies

          As indicated in Note 2, the operations of the Company are
          concentrated in the facilitation of electronic identification and
          distribution of adult content. There may be laws or regulations in
          the United States or other countries that may affect the operations
          of the Company.

          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.(see Note 11)








                                      F-12

<PAGE>

                                            110 MEDIA GROUP, INC. AND SUBSIDIARY

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


NOTE 10 - Commitments and Contingencies, continued

          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. (see Note 11)

          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
          commensurate on October 1, 2004. Mr. Figula will serve as the
          Company's Vice President of Business Development. During the term of
          the agreement, the Company shall pay Mr. Figula an annual salary of
          $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).

          Shares 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.

                                      F-13

<PAGE>

                                            110 MEDIA GROUP, INC. AND SUBSIDIARY

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


NOTE 10 - Commitments and Contingencies, continued

          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.

          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.

                                      F-14
<PAGE>

          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 including but not limited to:

          1)    Providing day-to-day administration and operating tasks
                related to Web 1000 business plan;

          2)    Assisting in the implementation of the business strategies and
                plan of the Web 1000 business plan;


          3)    Providing leads for potential clients with respect to the Web
                1000 business;

          4)    Negotiating agreements in the ordinary course of business;

          5)    Identifying appropriate new management, advisors and board
                members as necessary;

          6)    Overseeing the Company's relationships with outside
                professionals, vendors and customers; and

          7)    Providing such other related services as requested by the
                Company and mutually agreeable to Personal Portals.

          Pursuant to the Agreement, the Company will issue to Personal
          Portals 200,000 post-split shares and its common stock $.001 per
          value. 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.

          On September 1, 2005, the Company entered into a Letter of Intent to
          acquire Global Portals Online, Inc. The letter of intent had a no
          shop clause which originally expired on September 15, 2005. This was
          further extended until November 15, 2005.


                                      F-15
<PAGE>


NOTE 11 - Disposition of Wholly Owned Subsidiary

          On August 19, 2005, 110 Media Group, Inc. (the "Company")
          completedthe 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.

          Jade develops and markets websites primarily in the adult
          entertainment industry as well as the production of adult
          entertainment videos.

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

          1. return and delivery of 500,000 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.

          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.

Note 12 - Subsequent Events

          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 post-split shares of
          common stock issued to Mr. Figula upon signing his employment
          agreement.



                                      F-16

<PAGE>

Item 2: Management's Discussion and Analysis of Financial Condition and Results
of Operations

OVERVIEW

On December 5, 2003, we completed the acquisition of Jade Entertainment Group,
Inc. ("Jade") by way of merger through the Company's newly formed 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 6,834,975 shares of our common stock on June 4, 2004. The common
stock reflects a 1-for-200 reverse stock split and a .75 for 1 stock split
effected in the form of a dividend.

Jade develops and markets websites primarily in the adult entertainment industry
as well as the production of adult entertainment videos.

The purchase 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.

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 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.

On October 4, 2005, the Company amended its Certificate of Incorporation to
effect a 1 for 15 reverse stock split, increased its authorized common stock to
100,000,000 and decreased its par value to $.001 as a result of the reverse
stock split the Company's trading symbol changed to "ONTN." The Board of
Directors believes that the reverse split is in the best interest of the Company
and its shareholders because it will better position the Company to make
acquisitions which the Board feels is necessary for the Company to achieve
successful growth. The Company will consider various strategic alternatives
available to the Company, including, whether the Company should remain
independent and continue to pursue its current strategy or a modified strategy,
any proposals which may be received or sought involving a possible acquisition
of the Company by any third party, or the disposition of one or more of the
Company's assets. The Company has had discussions with the potential acquisition
candidates both within and outside the adult entertainment industry (including
Global Portals Online, Inc.), but there are no binding commitments or agreements
at this time.

<PAGE>

BUSINESS PLAN OVERVIEW

From December 2003 through August 2005, the Company, through its wholly owned
subsidiary, Jade Entertainment Group, Inc., was engaged in the development and
marketing of websites primarily in the adult entertainment industry as well as
the production of adult entertainment videos. On August 19, 2005, the Company
completed the disposition of all of the issued and outstanding shares of Jade to
its former officers and directors. As a result, the Company is no longer in the
adult entertainment industry and its only operations are that related to
Web1000.

On December 5, 2004, we purchased the database assets of Web1000.com from
Global. The purchase price for the assets was $400,000 payable as follows:

      (a)   $50,000 in cash at closing (paid on December 5, 2004)

      (b)   $50,000 payable 30 days after closing (paid on December 27, 2004)

      (c)   $100,000 payable over 18 months commencing January 1, 2005 (first
            payment of $8,609.51 made January 5, 2005)

      (d)   $200,000 worth of our common stock, which equaled 68,729 post-split
            shares of the Registrant's common stock, which was delivered at
            closing.

To date, the Company has made both $50,000 payments referred to in (a) and (b)
above and has made one payment out of the $100,000 due over twelve (12) months.
On April 13, 2005, the Company and Global Reach agreed to amend the $100,000
promissory note to extend the payments until June 1, 2006 with the next
installment of $8,862.65 due August 1, 2005.

Web1000 provides free webhosting in both the mainstream and adult markets.
Instead of paying a monthly fee like with most webhosting companies, Web1000's
customers get to 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 (like one out of every 1,000 visitors) and send it to
                  an advertiser or a page of advertisements.

The advertisers then pay Web1000 in one of two ways:

<PAGE>

            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."

On July 12, 2005, the Company entered into a Management Services Agreement (the
"Agreement") with Global Portals Online, Inc., formerly known as Personal
Portals Online, Inc. ("Global 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, Global Portals will have primary responsibility
for the management, redesign and redevelopment of the Company's web traffic
operations and technology, finance and accounting including but not limited to:

         i. Providing day-to-day administration and operating tasks related to
         Web1000 business plan;

         ii. Assisting in the implementation of the business strategies and plan
         of the Web1000 business plan;

         iii. Providing leads for potential clients with respect to the Web 1000
         business;

         iv. Negotiating agreements in the ordinary course of business;

         v. Identifying appropriate new management, advisors and board members
         as necessary;

         vi. Overseeing the Company's relationships with outside professionals,
         vendors and customers; and

         vii. Providing such other related services as requested by the Company
         and mutually agreeable to Global Portals.

Pursuant to the Agreement, the Company issued to Global Portals 200,000
post-split shares and its common stock $.001 per value. Global Portals will also
be paid a fee of Five Percent (5%) of the net monthly revenues of the Company's
business. In addition, Global Portals will be reimbursed for all reasonable and
approved out-of-pocket expenses incurred by in the performance of the services
under the Agreement.

<PAGE>

On September 1, 2005, the Company entered into a Letter of Intent to acquire
Global Portals Online, Inc. The letter of intent had a no shop clause which
originally expired on September 15, 2005. This was further extended until
November 15, 2005. The Company is requesting an additional extension.

If all conditions to the closing of the transactions are satisfied the
Registrant would acquire all of the issued and outstanding shares of common
stock of Global Portals Online, in exchange for a certain number of shares of
the Company's common stock, and Global Portals Online, Inc. would become a
wholly-owned subsidiary of the Company. The number of shares of the Company's
common stock to be issued to the shareholders of Global Portals Online, Inc.
will be equal to 70% of the total number of issued and outstanding shares of the
Company's common stock prior to the completion of certain additional
transactions, including an issuance of a certain number of shares of the
Company's common stock for cash and a reverse stock split.

The closing of the transaction is subject to several conditions, including
without limitation completion of due diligence, the negotiation, preparation,
execution and delivery of definitive documents, completion of a financing for
cash.

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.

VIDEO LIBRARY

During 2003 we acquired fifty digitally mastered tapes containing adult content,
which we intended to convert into DVD format and other adult media
entertainment. These costs would have been amortized proportionately with
revenue recognition related to the distribution of the products and licensing
revenues. Management believed that this method provided a reasonable matching of
expenses with total estimated revenues over the periods that revenues associated
with films and programs were expected to be realized. Film and program
amortization was adjusted periodically to reflect changes in the estimates of
amounts of related future revenues. Film and program costs were stated at the
lower of unamortized cost or estimated net realizable value as determined on a
specific identification basis. One film was released as of December 31, 2004 but
no significant revenues had been realized from it. During the year ended
December 31, 2004 we recorded an impairment loss of $68,372, reducing the
carrying value of our video library to zero due to a lack of sales.

<PAGE>

REVENUE RECOGNITION

Revenue recognized by Jade through December 31, 2004 represents revenue from its
search engine. Jade receives a fee when its search engine is used to complete an
online purchase. The revenue is recognized upon completion of the transaction.
Revenue to be generated under the sale of its DVD's and other media
entertainment will be recognized upon shipment of the merchandise. Sales
generated from list services are recognized upon completion of services.

<PAGE>

Results of Operations

The following table includes consolidated statements of operations data for the
three months ended September 30, 2005 and 2004 expressed as dollar amounts and
as a percentage of revenues.

<TABLE>
<CAPTION>
                                                      Three Months                      Nine Months
                                                   Ended September 30                Ended September 30
                                                  2005             2004            2005             2004
                                               ---------         --------       ----------       ----------
Revenues
<S>                                               <C>              <C>             <C>               <C>
      Revenue                                     45,757           11,811          154,457           15,569


Costs and  Expenses
     Cost of Revenue                               9,674            5,445           84,345           14,604
     Selling, general and administrative         284,253          190,688          985,455          596,177
     Depreciation                                 45,257            4,729          122,376           14,003
     Stock Based Compensation                    203,692           28,826          461,179          118,045
                                               ---------         --------       ----------       ----------
     Total operating expenses                    542,876          229,688        1,653,355          742,829
                                               ---------         --------       ----------       ----------
     Operating Loss                             (497,119)        (217,877)      (1,498,898)        (727,260)

Other Expense
     Interest                                     67,821            9,871          165,279          643,022
    Loss on Sale of Wholly Owned
        Subsidiary                               210,256              -0-          210,256              -0-
                                               ---------         --------       ----------       ----------
Net Loss                                       (775,1960)        (227,748)      (1,874,433)      (1,370,282)
                                               =========         ========       ==========       ==========
</TABLE>

The following discussion relates to the historical financial statements of
Dominix, Inc. and subsidiaries and should be read in conjunction with the
condensed consolidated financial statements and related notes.

Results of Operations - Comparison of Three Months Ending September 30, 2005 and
2004

Revenues

Our total revenues were $45,757 for the quarter ended September 30, 2005 an
increase of $33,946 from the corresponding period in 2004. All of our revenue
during the quarters ended September 30, 2005 and 2004 were derived from the
sales from our website. We believe revenues generated by 110's website has
increased in 2005 due to the acquisition of Web1000 property.


<PAGE>


Cost Of Revenues

Our cost of revenues was $9,674 for the quarter ended September 30, 2005, an
increase of $4,229 from the corresponding period of 2004. The increase in cost
of revenues resulted primarily from the acquisition of the Web1000 property
costs needed in the promoting and marketing of our websites.

Depreciation and Amortization

Depreciation and amortization were $45,257 for the quarter ended September 30,
2005 an increase of $40,528 over the corresponding period in 2004. The increase
in depreciation and amortization is a result of computer equipment purchases
which is being depreciated over 3 years as well as the amortizing of Web1000
property which is also being amortized over 3 years.

Selling, General and Administrative

Selling, general and administrative expenses were $284,253 for the quarter ended
September 30, 2005, an increase of $93,565 over the corresponding period in
2004. The increase in selling, general and administrative expenses resulted
primarily from increased salaries for employees, as well as for accounting and
legal services rendered.

Other Expenses

Other expenses were $67,821 for the quarter ending September 30, 2005 a increase
of $57,950 over the corresponding period in 2004. The increase is due to the
increase in debt over the corresponding period in 2004.

Loss on Disposition of Wholly Owned Subsidiary

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"). The Company
recognized a one-time loss of $210,256.

Results of Operations - Comparison of Nine Months Ending June 30, 2005 and 2004

Revenues

Our total revenues were $154,457 for the nine months ended September 30, 2005 an
increase of $138,888 from the corresponding period in 2004. All of our revenue
during the period ended September 30, 2005 and 2004 were derived from the sales
from our website.

<PAGE>

Cost Of Revenues

Our cost of revenues was $84,345 for the period ended September 30, 2005, an
increase of $69,741 from the corresponding period of 2004. The increase in cost
of revenues resulted primarily from the acquisition of the Web1000 property
costs needed in the promoting and marketing of our websites.

Depreciation and Amortization

Depreciation and amortization were $122,376 for the period ended September 30,
2005 an increase of $108,373 over the corresponding period in 2004. The increase
in depreciation and amortization is a result of computer equipment purchases
which are being depreciated over 3 years as well as the amortizing of the
Web1000 property which is also being amortized over 3 years.

Selling, General and Administrative

Selling, general and administrative expenses were $985,455 for the period ended
September 30, 2005, an increase of $389,278 over the corresponding period in
2004. The increase in selling, general and administrative expenses resulted
primarily from increased salaries for employees, as well as for accounting and
legal services rendered.

Other Expenses

Other expenses were $165,279 for the period ending September 30, 2005 a decrease
of $477,473 over the corresponding period in 2004. The decrease is due to the
reduction of interest and costs of debt over the corresponding period in 2004.

Loss on Disposition of Wholly Owned Subsidiary

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"). The Company
recognized a one-time loss of $210,256.

Liquidity and Capital Resources

At September 30, 2005, our cash and cash equivalents totaled $4,344, as compared
with $5,881 at September 30, 2004. This decrease in cash was primarily due to
increased operating expenses.

Net cash used in operating activities was $1,064,447 for the nine months ended
September 30, 2005 compared to $555,070 for the nine months ended September 30,
2004. The increase in cash used relates to the hiring of website designers,
computer graphic designers and additional administrative staff required to
implement the Company's business plan.

<PAGE>

Net cash used in investing activities was $108,012 for the nine months ended
September 30, 2005 compared to net cash used in investing activities of $6,203
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 acquisition of the Web1000 property.

Net cash provided from financing activities was $1,155,874 for the nine months
ended September 30, 2005 as compared to net cash provided in financing
activities of $252,279 for the nine months ended September 30, 2004. The
$903,595 represents the net difference of proceeds from loans and the repayment
of debt.

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 video and 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.

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.

Forward-Looking Statements; Market Data

The discussion in this Quarterly Report on Form 10-QSB 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.

<PAGE>

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 Quarterly Report on Form 10-QSB contains certain estimates and plans
related to us and the industry in which we operate, which assumes certain
events, trends and activities will occur and the projected information based on
those assumptions. We do not know that all of our assumptions are accurate. In
particular, we do not know what level of growth will exist in our industry, if
any, and particularly in the foreign markets in which we operate, have devoted
resources and in which we shall seek to expand. If our assumptions are wrong
about any events, trends and activities, then our estimates for future growth
for our business may also be wrong. There can be no assurances that any of our
estimates as to our business growth will be achieved.

Item 3:  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, our former
independent registered public accounting firm, that during their performance of
audit procedures for 2004 and review procedures related to the Company'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.


<PAGE>

            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.

            o     During 2005, we will continue our internal control review
                  process to remediate the internal control material weaknesses
                  identified above by our former auditors.

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, 2006 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

<PAGE>

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.


<PAGE>

                           PART II - OTHER INFORMATION

Item 1:  Legal Proceedings

         None.

Item 2:  Changes in Securities

         (a) None

         (b) None

         (c) None

         (d) Not Applicable.

Item 3.: Defaults upon Senior Securities

         None.

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

         Pursuant to a written consent of a majority of the Company's
         shareholders, the Company approved an amendment of the Company's
         Certificate of Incorporation which will (a) reverse split the
         outstanding shares of the Company's Common Stock, at a ratio of between
         one-for-five and one-for-fifteen; and (b) increase the number of shares
         of Common Stock the Company is authorized to issue to 100,000,000. The
         Board of Directors ultimately determined a one-for-fifteen reverse
         split was appropriate. The reverse split became effective on October 4,
         2005.

Item 5.: Other Information

         On September 1, 2005, the Company entered into a Letter of Intent to
         acquire Global Portals Online, Inc. The letter of intent had a no shop
         clause which originally expired on September 15, 2005. This was further
         extended until November 15, 2005. The Company is requesting an
         additional extension.

         If all conditions to the closing of the transactions are satisfied the
         Registrant would acquire all of the issued and outstanding shares of
         common stock of Global Portals Online, in exchange for a certain number
         of shares of the Company's common stock, and Global Portals Online,
         Inc. would become a wholly-owned subsidiary of the Company. The number
         of shares of the Company's common stock to be issued to the
         shareholders of Global Portals Online, Inc. will be equal to 70% of the
         total number of issued and outstanding shares of the Company's common
         stock prior to the completion of certain additional transactions,
         including an issuance of a certain number of shares of the Company's
         common stock for cash and a reverse stock split.


<PAGE>

         The closing of the transaction is subject to several conditions,
         including without limitation completion of due diligence, the
         negotiation, preparation, execution and delivery of definitive
         documents, completion of a financing for cash.

         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 2,500,000 shares of common stock issued
         to Mr. Figula upon signing his employment agreement.

Item 6.: Exhibits

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

         31.1  Certification of Chief Executive 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.




<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:   November __, 2005          110 MEDIA GROUP, INC.



                                    By:        /s/ Darren Cioffi
                                       ----------------------------------------
                                       Darren Cioffi, Sole Officer and Director