================================================================================
                                  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, 2004                                 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 incorporation or organization)       (IRS Employer
                                                             Identification No.)

                95 Broadhollow Road, Suite 101, Melville, NY11747
                -------------------------------------------------
               (Address of Principal Executive Office) (Zip Code)


Registrant's telephone number, including area code:(631) 385-0007
-----------------------------------------------------------------


Former name, former address and former fiscal year, if changed since last
-------------------------------------------------------------------------
report:
-------

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,
$0.001 par value, as of November 22, 2004 was 19,473,052.
<PAGE>

                                            110 MEDIA GROUP, INC. AND SUBSIDIARY
                                 (Formerly known as Dominix, Inc.and subsidiary)
                                                   (A Development Stage Company)

                                                            INDEX TO FORM 10-QSB
                                                                     (Unaudited)
--------------------------------------------------------------------------------
                                                                            Page

PART I - FINANCIAL INFORMATION:

Item 1 - FINANCIAL STATEMENTS (Unaudited)

  Condensed Consolidated Balance Sheet                                         1
  Condensed Consolidated Statements of Operations                            2-3
  Condensed Consolidated Statements of Cash Flows                            4-5

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS                        6-21

<PAGE>

                                            110 MEDIA GROUP, INC. AND SUBSIDIARY
                                 (Formerly known as Dominix, Inc.and subsidiary)
                                                   (A Development Stage Company)

                                            CONDENSED CONSOLIDATED BALANCE SHEET
                                                                     (Unaudited)

                                                              September 30, 2004
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                     ASSETS
                                     ------

<S>                                                                        <C>
CURRENT ASSETS
--------------
  Cash                                                                     $     5,881
  Prepaid expenses and other current assets                                      8,800
                                                                           -----------
     Total Current Assets                                                       14,681

PROPERTY AND EQUIPMENT, Net                                                     10,318
----------------------

OTHER ASSETS
------------
  Database license, net                                                         34,176
  Video library                                                                 68,372
                                                                           -----------

     TOTAL ASSETS                                                          $   127,547
                                                                           ===========

                        LIABILITIES AND STOCKHOLDERS' DEFICIENCY
                        ----------------------------------------

CURRENT LIABILITIES
-------------------

  Convertible debentures                                                   $   130,000
  Accrued expenses and other current liabilities                               205,652
  Due to stockholders and affiliates                                           211,655
                                                                           -----------
     TOTAL CURRENT LIABILITIES                                                 547,307

LONG TERM LIABILITIES
---------------------
  Due to Stockholders                                                           55,000
                                                                           -----------
     TOTAL LIABILITIES                                                         602,307
                                                                           -----------

COMMITMENTS AND CONTINGENCIES
-----------------------------

STOCKHOLDERS' DEFICIENCY
------------------------
  Common stock - $0.001 par value; 50,000,000 shares
     authorized; 16,923,052 shares issued and outstanding                       16,924
     Unearned Compensation                                                     (76,956)
  Additional paid in capital                                                 1,309,512
  Deficit accumulated during development stage                              (1,724,240)
                                                                           -----------
     TOTAL STOCKHOLDERS' DEFICIENCY                                           (474,760)
                                                                           -----------
     TOTAL LIABILITIES AND
       STOCKHOLDERS' DEFICIENCY                                            $   127,547
                                                                           ===========
</TABLE>

See notes to unaudited condensed consolidated financial statements.

                                       1
<PAGE>

                                            110 MEDIA GROUP, INC. AND SUBSIDIARY
                                 (Formerly known as Dominix, Inc.and subsidiary)
                                                   (A Development Stage Company)

                                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                                                     (Unaudited)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                            Cumulative Period
                                                For the Nine Months Ended    July 5, 2001 to
                                                       September 30,          September 30,
                                                   2004            2003           2004
                                             ------------------------------------------------
<S>                                          <C>              <C>              <C>
REVENUE                                      $      15,569    $       5,708    $      35,574
                                             -------------    -------------    -------------

COSTS AND EXPENSES
  Cost of revenue                                   14,604              901           28,272
  Compensatory element of stock transactions       118,045               --          126,739
  Depreciation and amortization                     14,003               --           14,121
  Selling and administrative expenses              596,177            8,433          884,595
                                             -------------    -------------    -------------

     TOTAL COSTS AND EXPENSES                      742,829            9,334        1,053,727
                                             -------------    -------------    -------------

     OPERATING LOSS                               (727,260)          (3,626)      (1,018,153)
                                             -------------    -------------    -------------

OTHER EXPENSES
  Interest                                         622,272               --          678,337
  Financing costs                                   20,750               --           27,750
                                             -------------    -------------    -------------

     TOTAL OTHER EXPENSES                          643,022               --          706,087
                                             -------------    -------------    -------------

     NET LOSS                                $  (1,370,282)   $      (3,626)   $  (1,724,240)
                                             =============    =============    =============

Basic and Diluted Net Loss Per Share                -$0.20    $        0.00

Weighted Average Number of Common
 Shares Outstanding - Basic and Diluted          6,872,607          743,750
                                             =============    =============
</TABLE>

See notes to unaudited condensed consolidated financial statements.

                                       2
<PAGE>

                                            110 MEDIA GROUP, INC. AND SUBSIDIARY
                                 (Formerly known as Dominix, Inc.and subsidiary)
                                                   (A Development Stage Company)

                                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                                                     (Unaudited)
--------------------------------------------------------------------------------


                                              For the Three Months Ended
                                                     September 30,
                                                  2004            2003
                                             ----------------------------

REVENUE                                      $     11,811    $      2,615
                                             ------------    ------------
COSTS AND EXPENSES
  Cost of revenue                                   5,445           5,847
  Compensatory element of stock transactions       28,826              --
  Depreciation and amortization                     4,729              --
  Selling and administrative expenses             190,688           4,460
                                             ------------    ------------
     TOTAL COSTS AND EXPENSES                     229,688          10,307
                                             ------------    ------------
     OPERATING LOSS                              (217,877)         (7,692)
                                             ------------    ------------
OTHER EXPENSES
  Interest                                          9,871              --
  Financing costs                                      --              --
                                             ------------    ------------

     TOTAL OTHER EXPENSES                           9,871              --
                                             ------------    ------------
     NET LOSS                                $   (227,748)   $     (7,692)
                                             ============    ============

Basic and Diluted Net Loss Per Share               -$0.02    $       0.00
                                             ============    ============

Weighted Average Number of Common
  Shares Outstanding - Basic and Diluted       16,882,718         743,750
                                             ============    ============

See notes to unaudited condensed consolidated financial statements.

                                       3
<PAGE>

                                            110 MEDIA GROUP, INC. AND SUBSIDIARY
                                 (Formerly known as Dominix, Inc.and subsidiary)
                                                   (A Development Stage Company)

                                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                                     (Unaudited)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                        Cumulative
                                                                                          Period
                                                         For the Nine Months Ended   July 5, 2001 to
                                                                September 30,          September 30,
                                                              2004         2003            2004
                                                         -------------------------------------------
<S>                                                      <C>            <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                               $(1,370,282)   $  (3,626)      $(1,724,240)
                                                         -----------    ---------       -----------
    Adjustments to reconcile net loss to net
    cash provided by (used in) operating activities:
      Amortization of deferred financing costs                76,000           --            83,000
      Amortization of deferred debt discount                 527,100           --           575,000
      Depreciation and amortization                           14,003           --            14,122
      Compensatory element of stock transactions             118,045           --           126,739
    Changes in operating assets and liabilities:
      Video library                                          (18,372)          --           (68,372)
      Prepaid expenses and other current assets               (7,980)          --            (9,227)
      Other current assets                                        --         (290)
      Accrued Accounts Receivable                                426           --               426
      Deferred revenue                                            --       (1,800)
      Accrued expenses and other current liabilities         105,990        3,635           156,976
                                                         -----------    ---------       -----------
       TOTAL ADJUSTMENTS                                     815,212        1,545           878,664
                                                         -----------    ---------       -----------
       NET CASH USED IN OPERATING
        ACTIVITIES                                          (555,070)      (2,081)         (845,576)
                                                         -----------    ---------       -----------
CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of computer equipment                              (6,203)          --           (13,048)
  Proceed from note payable                                       --       50,000
  Cash received in recapitalization                               --           --           496,544
                                                         -----------    ---------       -----------
      NET CASH (USED IN) PROVIDED BY
        INVESTING ACTIVITIES                                  (6,203)      50,000           483,496
                                                         -----------    ---------       -----------
CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from shareholder                                  255,500           --           255,500
  Repayment of advances from affiliates                       (3,221)          --           (47,288)
  Proceeds from sale of stock                                    --            --           159,749
                                                         -----------    ---------       -----------
      NET CASH PROVIDED BY
       FINANCING ACTIVITIES                              $   252,279    $      --       $   367,961
                                                         -----------    ---------       -----------
</TABLE>

See notes to unaudited condensed consolidated financial statements.

                                       4
<PAGE>

                                            110 MEDIA GROUP, INC. AND SUBSIDIARY
                                 (Formerly known as Dominix, Inc.and subsidiary)
                                                   (A Development Stage Company)

                      CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS, Continued
                                                                     (Unaudited)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                       Cumulative
                                                                                         Period
                                                       For the Nine Months Ended     July 5, 2001 to
                                                             September 30,            September 30,
                                                         2004             2003             2004
                                                    -------------    -------------   ---------------
<S>                                                 <C>              <C>              <C>
        NET (DECREASE) INCREASE  IN CASH            $    (308,994)   $      47,919   $       5,881

CASH - Beginning                                          314,875            2,240               --
                                                    -------------    -------------    -------------

CASH - Ending                                       $       5,881    $      50,159    $       5,881
                                                    =============    =============    =============


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
-------------------------------------------------
  Cash paid during the years for:

    Taxes                                           $       1,880    $          --    $       1,880
                                                    =============    =============    =============

 Non-cash investing and financing activities:

   Conversion of debt                               $     687,000               --    $     687,000
   Conversion of accrued liabilities                       94,045               --           94,045
                                                    =============    =============    =============

   Cash received in recapitalization:
    Deferred financing costs                                   --               --          (83,000)
    Convertible debentures, net of deferred debt
      discount of $575,000                                     --               --          242,000
    Accounts payable and accrued expenses                      --               --          146,171
    Due to stockholder                                         --               --            3,921
    Due to affiliate                                           --               --            4,024
                                                               --               --          313,116
    Equity - issuance of common stock                          --               --          183,428
                                                    -------------    -------------    -------------

    Cash received from recapitalization             $          --    $          --    $     496,544
                                                    =============    =============    =============
</TABLE>

                                       5
<PAGE>

                                            110 MEDIA GROUP, INC. AND SUBSIDIARY
                                (Formerly known as Dominix, Inc. and subsidiary)
                                                   (A Development Stage Company)

                            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                                                     (Unaudited)
--------------------------------------------------------------------------------

NOTE 1 - Basis of Presentation
         ---------------------

      The accompanying  unaudited condensed  consolidated  financial  statements
      have been  prepared  in  accordance  with  generally  accepted  accounting
      principles for interim  financial  statements and with the instructions to
      Form 10-QSB.  Accordingly,  they do not include all of the information and
      disclosures  required for annual  financial  statements.  These  financial
      statements  should be read in conjunction with the consolidated  financial
      statements and related footnotes included in 110 Media Group, Inc.'s ("the
      company") (formerly known as Dominix Inc. and subsidiary  "Dominx") annual
      report on Form 10-KSB for the year ended December 31, 2003.

      In the opinion of the Company's management, all adjustments (consisting of
      normal  recurring  accruals)  necessary  to present  fairly the  Company's
      financial  position as of September 30, 2004 and the results of operations
      and cash flows for the  nine-month  periods  ended  September 30, 2004 and
      September  30, 2003 and for the period July 5, 2001 through  September 30,
      2004 have been included.

      The results of operations  for the nine-month  period ended  September 30,
      2004 are not necessarily  indicative of the results to be expected for the
      full year ended December 31, 2004.

NOTE 2 - Business and Reverse Merger
         ---------------------------

      On December 5, 2003,  Dominix  Inc.,  a publicly - traded  company with no
      active  business  listed on the  electronic  bulletin  board,  ("Dominix")
      acquired 100% of Jade Entertainment Group, Inc. ("Jade"), a privately-held
      New York  Corporation.  Jade and Dominix  collectively  are referred to as
      "the Company". Jade is a development stage company engaged in the business
      of operating various adult Internet  web-site's  including a search engine
      for adult entertainment.  Accordingly, this transaction has been accounted
      for as a reverse merger with Jade as the acquirer of Dominix.  The reverse
      merger  was  accounted  for  as  a   recapitalization   of  Jade  and  the
      stockholders' equity of Jade were retroactively  restated to its inception
      on, July 5, 2001.

      Jade since  inception has been  developing its  technology,  marketing its
      website to potential  advertisers and building  consumer  awareness of the
      Jade's website and services. Jade's website,  AskJade.com,  is a specialty
      search  engine for the adult  entertainment  industry.  Its search  engine
      allows  Internet  users to enter a word,  phrase  or plain  English  query
      describing what they want located on the Internet.  Its search engine then
      displays a selection of websites related to that query. In addition,  Jade
      intends to distribute its video library of adult content  through both the
      wholesale and retail  channels  throughout the United States in 2004. None
      of its planned principal operations have generated any substantial revenue
      through September 30, 2004.

      On June 4, 2004 Dominix Inc. and  subsidiary  effected as changed its name
      to  "110  Media  Group,  Inc."  and  changed  its  trading  symbol  on the
      OTC-Bulletin Board to OTEN.


                                       6
<PAGE>

                                            110 MEDIA GROUP, INC. AND SUBSIDIARY
                                (Formerly known as Dominix, Inc. and subsidiary)
                                                   (A Development Stage Company)

                            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                                                     (Unaudited)
--------------------------------------------------------------------------------

NOTE 2 - Business and Reverse Merger, continued
         ----------------------------

      Background of Public Shell (Dominix)
      ------------------------------------

      The  public  company  was  incorporated  under  the  laws of the  state of
      Colorado on July 30,  1987 as Apache  Investments,  Inc.  In 1995,  Apache
      Investments  Inc.  changed its name to Medical  Management  Systems,  Inc.
      ("MMSI").   In  June  2000,   MMSI   completed  a  stock   exchange   with
      Bookdigital.com,  Inc. ("BookDigital"),  where MMSI acquired over 99.7% of
      the  stock  of  BookDigital.  In  July of  2000,  MMSI  reincorporated  in
      Delaware,  pursuant  to a merger with  Dominix,  a  newly-formed  Delaware
      corporation.

      During  2000,   Dominix's  business  was  operated  through   BookDigital.
      BookDigital  is a Delaware  corporation  formed in March of 1999 and was a
      development-stage  company  engaged in certain areas of web  commerce.  In
      2001, due to the decline of the Internet industry,  Bookdigital.com halted
      development  of its  www.Bookdigital.com,  www.bookdigitalschools.com  and
      www.Lawxpress.com web sites and ceased operations. Through the nine months
      ended September 30, 2004, BookDigital has generated no revenues.

      In January of 2001,  Dominix acquired  approximately  98% of International
      Controllers,  Inc. ("ICON"),  a privately-held  Delaware  corporation,  in
      exchange  for  shares  of  its  common  stock.   ICON  is  a  provider  of
      telecommunications  services under various  ethnics'  marketing  clubs. In
      April  2002,  the  stock  of the  ICON  subsidiary,  including  all of its
      operating assets and  liabilities,  was foreclosed by a related party note
      holder  as full  satisfaction  of  promissory  notes and  related  accrued
      interest  due such  related  party by ICON.  As a result,  Dominix  had no
      active  business during the period April 2002 through the merger date with
      Jade.

NOTE 3 - 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, 2004 and 2003 and
      for the period from inception  (July 5, 2001) through  September 30, 2004,
      the Company had incurred losses of  approximately  $1,400,000,  $3,600 and
      $1,725,000 respectively.  The Company is in default on certain convertible
      notes payable, see Note 7. These factors raise substantial doubt about the
      Company's  ability to continue as a going  concern.  During the nine month
      period ended  September 30, 2004 the company  received  $255,500  advanced
      from its stockholders to pay 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  condensed
      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.


                                       7
<PAGE>

                                            110 MEDIA GROUP, INC. AND SUBSIDIARY
                                (Formerly known as Dominix, Inc. and subsidiary)
                                                   (A Development Stage Company)

                            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                                                     (Unaudited)
--------------------------------------------------------------------------------

NOTE 4 - Summary of Significant Accounting Policies
         ------------------------------------------

      Principles of Consolidation
      ---------------------------
      The condensed  consolidated  financial  statements include the accounts of
      Jade from  inception  (July 5, 2001) to September 30, 2004 and Dominix and
      BookDigital  from the date of merger,  December 5, 2003 to  September  30,
      2004, collectively (the "Company").  All significant intercompany balances
      and transactions have been eliminated in consolidation.

      Use of Estimates
      ----------------
      The  preparation of consolidated  financial  statements in conformity with
      accounting  principles  generally accepted in the United States of America
      requires  management  to make  estimates and  assumptions  that affect the
      reported  amounts of assets and  liabilities  and disclosure of contingent
      assets  and  liabilities  at  the  date  of  the  consolidated   financial
      statements  and the reported  amounts of revenues and expenses  during the
      reporting period. Actual results could differ from those estimates.

      Video Library
      -------------
      During 2003 the Company acquired fifty digitally mastered tapes containing
      adult  content,  which they  intend to  convert  into DVD format and other
      media entertainment.  Statement of Position 00-2, "Accounting by Producers
      or  Distributors  of  Films"  ("SOP-00-2")  requires  that  film  costs be
      capitalized  and reported as a separate asset on the balance  sheet.  Film
      costs include all direct  negative  costs  incurred in the production of a
      film,  as well as  allocations  of  production  overhead  and  capitalized
      interest.   Direct  negative  costs  include  cost  of  scenario,   story,
      compensation of cast,  directors,  producers,  writers,  extras and staff,
      cost of set construction,  wardrobe,  accessories,  sound synchronization,
      rental of facilities on location and post production costs.  SOP-00-2 also
      requires that film costs be amortized  and  participation  costs  accrued,
      using  the   individual-film-forecast-method-computation   method,   which
      amortizes or accrues such costs in the same ratio that the current  period
      actual revenue (numerator) bears to the estimated  remaining  unrecognized
      ultimate revenue as of the beginning of the fiscal year (denominator). The
      Company makes certain  estimates and judgments of its future gross revenue
      to be  received  for  each  film  based  on  information  received  by its
      distributors,   historical  results  and  management's  knowledge  of  the
      industry.   Revenue  and  cost  forecasts  are  continually   reviewed  by
      management and revised when warranted by changing conditions.  A change to
      the  estimate of gross  revenues for an  individual  film may result in an
      increase or decrease to the percentage of amortization of capitalized film
      costs relative to a previous period.

      In  addition,  SOP-00-2  also  requires  that if an  event  or  change  in
      circumstances  indicates  that an entity  should  assess  whether the fair
      value of a film is less than its  unamortized  film costs,  then an entity
      should determine the fair value of the film and write-off to the statement
      of operations  the amount by which the  unamortized  capital costs exceeds
      the film's fair value.


                                       8
<PAGE>

                                            110 MEDIA GROUP, INC. AND SUBSIDIARY
                                (Formerly known as Dominix, Inc. and subsidiary)
                                                   (A Development Stage Company)

                            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                                                     (Unaudited)
--------------------------------------------------------------------------------

NOTE 4 - Summary of Significant Accounting Policies, continued
         -------------------------------------------

      Property and Equipment
      ----------------------
      Property and  equipment  are recorded at cost.  The costs of additions and
      betterments are capitalized and  expenditures  for repairs and maintenance
      are expensed in the period incurred.  When items of property and equipment
      are sold or retired,  the related costs and accumulated  depreciation  are
      removed from the accounts and any gain or loss is included in income.  For
      financial reporting,  depreciation is provided for under the straight-line
      method,  based upon the estimated  useful lives of the respective  assets.
      For tax  purposes,  depreciation  is  provided  for under the  accelerated
      method based upon the estimated useful lives of the respective assets. The
      estimated useful life of computer equipment and other office equipments is
      three years.

      Revenue Recognition
      -------------------
      Revenue  recognized by Jade through September 30, 2004 represents  revenue
      from its  search  engine,  DVD sales  and list  marketing  services.  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   generated   under  the  sale  of  its  DVD's  and  other   media
      entertainment  is  recognized  upon  shipment  of the  merchandise.  Sales
      generated from list services are recognized upon completion of services.

      Website Development Costs
      -------------------------
      The Company  recognizes the costs  associated with developing a website in
      accordance  with the American  Institute of Certified  Public  Accountants
      ("AICPA")  Statement  of Position  ("SOP") No. 98-1,  "Accounting  for the
      Costs of Computer  Software  Developed  or  Obtained  for  Internal  Use".
      Relating to website  development  costs the Company  follows the  guidance
      pursuant to the Emerging  Issues Task Force  (EITF) No. 00-2,  "Accounting
      for Website Development Costs".  Internal costs related to the development
      of website  content are  expensed as incurred.  As of  September  30, 2004
      there are no capitalized website development costs.


                                       9
<PAGE>

                                            110 MEDIA GROUP, INC. AND SUBSIDIARY
                                (Formerly known as Dominix, Inc. and subsidiary)
                                                   (A Development Stage Company)

                            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                                                     (Unaudited)
--------------------------------------------------------------------------------

NOTE 4 - Summary of Significant Accounting Policies, continued
         -------------------------------------------

      Advertising Costs
      -----------------
      Advertising  costs are  expensed as  incurred.  For the Nine months  ended
      September  30,  2004 and 2003 and for the period from  inception  (July 5,
      2001) through September 30, 2004,  advertising expense were $4,675, $0 and
      $14,412, respectively.

      Income Taxes
      ------------
      The Company was not  required to provide for a provision  for income taxes
      for the nine-month  periods ended September 30, 2004 and 2003, as a result
      of net operating losses incurred during those periods.

      Loss Per Share
      --------------
      Basic net loss per common  share has been  computed  based on the weighted
      average  number of shares of common stock  outstanding  during the periods
      presented. Common stock equivalents,  consisting of warrants,  convertible
      debentures and preferred stock discussed in the notes to the  consolidated
      financial statements,  were not included in the calculation of the diluted
      loss per  share  because  their  inclusion  would  have had the  effect of
      decreasing the loss per share otherwise computed.

      Fair Value of Financial Instruments
      -----------------------------------
      The condensed  consolidated financial statements include various estimated
      fair value  information  at September 30, 2004 as required by Statement of
      Financial  Accounting  Standards  107,  "Disclosures  about  Fair Value of
      Financial Instruments." Such information,  which pertains to the Company's
      financial  instruments,  is based on the  requirements  set  forth in that
      Statement  and does not purport to represent  the aggregate net fair value
      to the Company.


                                       10
<PAGE>

                                            110 MEDIA GROUP, INC. AND SUBSIDIARY
                                (Formerly known as Dominix, Inc. and subsidiary)
                                                   (A Development Stage Company)

                            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                                                     (Unaudited)
--------------------------------------------------------------------------------

NOTE 4 - Summary of Significant Accounting Policies, continued
         -------------------------------------------

      The following methods and assumptions were used to estimate the fair value
      of each class of  financial  instruments  for which it is  practicable  to
      estimate that value.

      Accounts Payable:  The carrying amounts  approximate fair value because of
      the short maturity of those instruments.

      Convertible  Debentures:  The carrying  amounts  plus related  unamortized
      deferred debt discount of the debentures approximate fair value due to the
      length of the maturities,  the interest rates being tied to market indices
      and/or due to the interest  rates not being  significantly  different from
      the current market rates available to the Company.

      All of the Company's  financial  instruments  are held for purposes  other
      than trading.

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

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

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


                                       11
<PAGE>

                                            110 MEDIA GROUP, INC. AND SUBSIDIARY
                                (Formerly known as Dominix, Inc. and subsidiary)
                                                   (A Development Stage Company)

                            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                                                     (Unaudited)
--------------------------------------------------------------------------------

Note 4 -  Stock-Based Compensation, continued
          -------------------------

<TABLE>
<CAPTION>
                                                         For the Nine Months         Cumulative
                                                                Ended               Period July 5,
                                                            September 30,              2001 to
                                                    -----------------------------   September 30,
                                                       2004             2003             2004
                                                    -------------   -------------   -------------
<S>                                                 <C>             <C>             <C>
Net loss attributable to common stockholders,
  As reported                                       $  (1,370,282)  $      (3,626)  $  (1,724,240)

Add:  stock-based employee compensation
            expense included in reported net loss
            applicable to common stockholders                  --              --              --

Less:  total stock-based employee
          compensation expense determined
          under the fair value-based method of
          all awards                                           --              --              --
                                                    -------------   -------------   -------------

Proforma Net Loss Attributable to Common
  Stockholders                                      $  (1,370,282)  $      (3,626)  $  (1,724,240)
                                                    =============   =============   =============

Basic and Diluted Net Loss Attributable to
  Common Stockholders:
    As reported                                     $        0.00   $        0.00   $        0.00
                                                    =============   =============   =============
    Proforma                                        $        0.00   $        0.00   $        0.00
                                                    =============   =============   =============
</TABLE>

NOTE 5 - Property and Equipment, Net
         ----------------------

      Property and equipment consists of the following at September 30, 2004:

      Computer equipment                                                $11,308
      Office equipments                                                   1,740
                                                                        -------
            Total                                                        13,048

      Less:accumulated depreciation                                      (2,730)
                                                                        -------

           Property and Equipment, Net                                  $10,318
                                                                        =======

      Depreciation expense for the nine months ended September 30, 2004 and 2003
      was $2,611 and $--, respectively.


                                       12
<PAGE>

                                            110 MEDIA GROUP, INC. AND SUBSIDIARY
                                (Formerly known as Dominix, Inc. and subsidiary)
                                                   (A Development Stage Company)

                            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                                                     (Unaudited)
--------------------------------------------------------------------------------


NOTE 6 - Database License, Net
         -----------------

      Jade has a database license  agreement with  MarketShare  Recovery Inc., a
      Delaware  corporation  ("MarketShare") to use and to sublicense the use of
      its  database  for  a  term  of  ten  years.   For  financial   reporting,
      amortization is provided for under the  straight-line  method,  based upon
      the economic  useful life of three  years.  At  September  30,  2004,  the
      database  license  fee net of  accumulated  amortization  of  $11,392  was
      $34,176.  Amortization  expense for the nine-month  period ended September
      30, 2004 was $11,392.

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

<TABLE>
<CAPTION>
      <S>                                                                             <C>
      a) Convertible debentures at September 30, 2004 consist of the following:

      Convertible debenture (default), 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

      Convertible  debentures (default),  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,  subject  to  maximum  conversion  prices  of $.10 to $.40 per
      share. The related beneficial conversion feature has been fully charged to
      interest expense by Dominix in prior years.                                      30,000

      Convertible debentures,  due November 30, 2004, bearing interest at a rate
      at 7% per annum. The debentures contain a provision for conversion, at the
      holder's option including  accrued  interest on a one for one basis,  into
      units of  securities  comprising  of common stock and warrants to purchase
      one-half share of common stock at $.00875 per share for two years from the
      date of issuance.  The holders  exercised their option on June 4, 2004 see
      note 10.

            Total Convertible Debentures                                              130,000

      Less: current portion                                                           130,000
                                                                                      -------

                Long-Term Debt, Net of Current Portion                               $     --
                                                                                      =======
</TABLE>

      b) During the nine month period ended  September  30, 2004 nine holders of
      12% convertible  debentures  totaling $112,000  converted their debentures
      for a total of 330,750 shares of common stock.

      c) In  November  2003,  Dominix  completed  the  sale  of  7%  Convertible
      Debentures  resulting in gross  proceeds of $575,000.  The gross  proceeds
      were  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 the market
      price of the Company's  common stock at December 31, 2003,  which resulted
      in a beneficial  conversion  feature of $368,270.  The  debentures  may be
      redeemed by Dominix,  on a pro-rata basis for 120% of the principal amount
      and are automatically convertible into common stock upon completion of the
      reverse stock split.

      The  conversion  price and  market  price of  common  stock at the date of
      issuance was $.005 and $.01, respectively. In connection with this private
      placement,  Dominix issued to the placement  agents warrants to purchase a
      total of 3,000,000  shares of the Dominix's Common Stock valued at $23,000
      and  incurred  $60,000  of other  debt  issuance  costs.  Such  amount was
      originally  recorded as deferred  financing  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 conversion into units of
      securities.


                                       13
<PAGE>

                                            110 MEDIA GROUP, INC. AND SUBSIDIARY
                                (Formerly known as Dominix, Inc. and subsidiary)
                                                   (A Development Stage Company)

                            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                                                     (Unaudited)
--------------------------------------------------------------------------------

NOTE 7 - Convertible Debentures, continued
         -----------------------

      In  accordance  with EITF 00-27 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 charge to interest  expenses over the term of
      the notes.  The remaining  balance of $280,953 at June 4, 2004 was charged
      to interest expense upon conversion into units of securities.

NOTE 8 - Due to Stockholders
         -------------------

      As of  September  30,  2004,  Raymond  Barton,  CEO and  Timothy  Schmidt,
      President  Advanced  the company  $25,000 and $30,000,  respectively,  for
      working capital purposes, evidenced by secured promissory notes. The notes
      bear interest at 8% per annum and are due November 5, 2005.

      As of September 30, 2004, a  stockholder,  Steven  Horowitz,  advanced the
      company  $200,500  for working  capital  purposes.  The company  agreed to
      accrue interest at 8% per annum and are due July 31, 2005.

      Accrued  interest as of  September  30,  2004 on these  notes  amounted to
      $2,571 and is included in accounts payable and accrued expenses.

NOTE 9 - Accounts Payable and Accrued Liabilities
         ----------------------------------------

      Accounts payable and accrued liabilities at September 30, 2004 consist of
      the following:

      Interest                                                         $ 56,385
      Litigation claims                                                  30,000
      Professional fees                                                  72,095
      Other                                                              47,172
                                                                       --------

                                                                       $205,652
                                                                       ========


                                       14
<PAGE>

                                            110 MEDIA GROUP, INC. AND SUBSIDIARY
                                (Formerly known as Dominix, Inc. and subsidiary)
                                                   (A Development Stage Company)

                            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                                                     (Unaudited)
--------------------------------------------------------------------------------

NOTE 10 - Stockholders' Deficiency
          ------------------------

      Changes in Capital Structure
      ----------------------------
      On December 16, 2003, Dominix filed with the SEC an information  statement
      notifying  The  stockholders  of the company  that written  consents  from
      principal  stockholders,  whop  collectively  own in  excess of 50% of the
      company's  common  stock,  were  obtained and  approved an  amendment  and
      restatement of its Certificate of  Incorporation,  which:  (i) changed its
      name to "110 Media Group",  (ii) reverse splits the outstanding  shares of
      its common stock one-for-two  hundred;  (iii) changed the number of shares
      of common stock the company is  authorized  to issue to  50,000,000,  (iv)
      increased  the number of shares of preferred  stock,  no par value,  it is
      authorized  to issue from  5,000,000  to  10,000,000  and the  adoption of
      Dominix's 2003 Equity  Incentive Plan.  These actions became  effective on
      May 14, 2004.

      Series A Cumulative Convertible Preferred
      -----------------------------------------
      On June 4,  2004,  3,439,999  shares of  Series A  Preferred  Stock,  were
      converted into 6,019,998 shares of common stock.

      Series B Convertible Preferred
      ------------------------------
      On June 4, 2004, 82,167 shares of Series B Preferred Stock, were converted
      into 6,834,975 shares of common stock.

      Convertible Dentures
      --------------------
      On June 4, 2004,  holders of 12% convertible  debentures with an aggregate
      value of $112,000,  converted such  debentures  into 330,750 shares of the
      Company's common stock.


                                       15
<PAGE>

                                            110 MEDIA GROUP, INC. AND SUBSIDIARY
                                (Formerly known as Dominix, Inc. and subsidiary)
                                                   (A Development Stage Company)

                            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                                                     (Unaudited)
--------------------------------------------------------------------------------

NOTE 10 - Stockholders' Deficiency, continued
          -------------------------

      Convertible Dentures
      --------------------
      On June 10, 2004 holders of 7%  convertible  debentures  with an aggregate
      value of $575,000,  converted such debentures into 1,006,250 shares of the
      Company's common stock.

      Employment Agreement
      -------------------
      On June 4, 2004, the Company issued 70,000 shares of its common stock to a
      key employee in accordance with an employment agreement.

      Stock Based Compensation
      ------------------------
      On June 4, 2004 and July 16,  2004,  in  connection  with its 2003  Equity
      Incentive Plan, the Company issued 875,000 and 43,750 post split shares of
      its common stock, respectively, to several individuals for services valued
      at  $150,000  and  $25,000,  respectively.  Unearned  consulting  fees  at
      September 30, 2004 amounted to $76,955.

      Litigation Settlement
      ---------------------
      On June 4, 2004,  the Company  issued 17,500 shares of its common stock to
      an individual as full settlement of a legal claim, see note 11.

      All of the above  transactions  were restated giving effect to a 1 for 200
      reverse stock splits as well as a $0.75 for 1 stock split  affected in the
      form of a dividend.

      Warrants Granted
      ----------------
      Dominix  granted  warrants  to  purchase  for 6  months  from  the date of
      issuance a total of 503,125  post split  shares of its common  stock at an
      exercise price of $1.00 of Dominix'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 to extend the maturity date an
      additional six months. The amount of warrants and exercise price have been
      adjusted  to  reflect  the  0.75  stock  split  effected  in the form of a
      dividend in July 2004.


                                       16
<PAGE>

                                            110 MEDIA GROUP, INC. AND SUBSIDIARY
                                (Formerly known as Dominix, Inc. and subsidiary)
                                                   (A Development Stage Company)

                            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                                                     (Unaudited)
--------------------------------------------------------------------------------

NOTE 10 - Stockholders' Deficiency, continued
          -------------------------

      2003 Equity Incentive Plan
      --------------------------
      Dominix 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 600,000,000 shares of Dominix's common stock.
      On November 13, 2003, the Board of Directors  awarded  100,000,000  shares
      (875,000  post reverse stock split) of bonus stock for services to several
      individuals.

      As of June 30,2004 the company  issued  500,000  post reverse  stock split
      shares to Key employees as a stock bonus for rendered  services as well as
      future services to be performed. Stock issued to employees and consultants
      for services  already  rendered is expensed in the quarter ending June 30,
      2004,  and stock  issued to  employees  and  consultants  who will perform
      services in the future is being amortized over 1 year.

      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:

                                                                     Post-Split
                                                                     -----------
      Convertible debentures and accrued interest                       229,250
      Warrants to purchase common stock - deferred financing             26,250
      Warrants to purchase common stock - debentures                    503,125
                                                                      ---------

                Total as of September 30, 2004                          758,625
                                                                      =========


                                       17
<PAGE>

                                            110 MEDIA GROUP, INC. AND SUBSIDIARY
                                (Formerly known as Dominix, Inc. and subsidiary)
                                                   (A Development Stage Company)

                            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                                                     (Unaudited)
--------------------------------------------------------------------------------

NOTE 11 - Commitments and Contingencies
          -----------------------------

      Other Contingencies
      -------------------
      As indicated in Note 2, the  operations  of Jade 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
      ------------------
      Dominix  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.  Dominix 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,
      2004  approximate  the  security  deposits  retained by the  landlords  in
      accordance with these lease agreements.

      In August 2004 the Company assumed a lease held by MarketShare,  requiring
      approximate future minimum rentals as follows:

                           For the Twelve Months Ending
                                   September 30,                   Amount
                        ----------------------------------------------------
                                       2005                         $ 22,500
                                       2006                           30,000
                                       2007                           32,000
                                       2008                           34,000
                                                                    --------

                                       Total                        $118,500
                                                                    ========


                                       18
<PAGE>

                                            110 MEDIA GROUP, INC. AND SUBSIDIARY
                                (Formerly known as Dominix, Inc. and subsidiary)
                                                   (A Development Stage Company)

                            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                                                     (Unaudited)
--------------------------------------------------------------------------------

NOTE 11 - Commitments and Contingencies, continued
          ------------------------------

      Employment Agreements
      ---------------------
      The Company has  employment  contracts  with three key  employees  through
      December  2006 that  provide  for  minimum  annual  salary,  adjusted  for
      cost-of-living  changes,  bonus,  certain  reimbursed  expenses,  with  an
      automatic two year extension period.

      Future minimum payments under the contracts are as follows:

       For the Years Ending
           December 31,                    Amount
       ---------------------------------------------
               2004                         $235,000
               2005                          200,000
               2006                          200,000
                                            --------

               Total                        $635,000
                                            ========

      The Company agreed to issue, 175,000 shares of its restricted common stock
      to a key  employee  that will vest  according to the  following  schedule:
      70,000 shares vesting and deliverable post the  effectiveness of a reverse
      split and 35,000 shares vesting upon the, twelve, eighteen and twenty-four
      month  anniversaries  of the effective date of his employment.  On June 4,
      2004 the company  issued  70,000 to the key employee.  This  agreement was
      terminated upon the resignation of the key employee on September 12, 2004.
      No future issuance of shares are required.

      Business Contracts
      ------------------

      On June 23, 2004 the company  entered  into a contract  with 121  Ventures
      Inc., The producer of the television  series  entitled  "Carmen  Electra's
      NWWL (Naked  Women's  Wrestling  League)  whereby the company will develop
      various online websites which will promote and raise awareness for the new
      television series. Development of this project is currently on hold.


                                       19
<PAGE>

                                            110 MEDIA GROUP, INC. AND SUBSIDIARY
                                (Formerly known as Dominix, Inc. and subsidiary)
                                                   (A Development Stage Company)

                            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                                                     (Unaudited)
--------------------------------------------------------------------------------

NOTE 11 - Commitments and Contingencies, continued
          ------------------------------

      Litigation
      -----------
      An attorney,  Robert  Fierman,  Esq.,  served a summons and is seeking the
      payment of legal fees in the amount of $22,230, plus interest. Dominix and
      Mr. Fierman  entered into an agreement  whereby in full  settlement of all
      claims of Mr. Fierman against Dominix, Dominix issued 17,500 shares of its
      common stock.

      In addition, at September 30, 2004 Dominix has $30,000 accrued for several
      legal judgments  outstanding.  It is reasonably  possible that Dominix may
      settle these claims for an amount different than what has been accrued.

      Consulting Agreements
      ---------------------

      On June 24, 2004 the company entered into a consulting  agreement with Mr.
      Stephen  Bugbee  whereby  he  will  act  as an  advisor  to the  board  of
      directors. Mr. Bugbee is the owner of X2K Media Services Group a privately
      held company.

      In exchange for his services the Company has agreed to issue 50,000 shares
      of its  restricted  common stock to Mr.Bugbee  that will vest according to
      the following  schedule:  25,000 shares vesting and  deliverable as of the
      signing of the agreement with the remaining  25,000 vested and deliverable
      in twelve months valued at 25,000.

      On August 19, 2004 the company  entered into a consulting  agreement  with
      Internet Marketing Solutions.  The agreement calls for $10,000 plus 10% of
      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.  The consulting  agreement is for an
      initial term of three (3) months. The Company has agreed to compensate the
      consultant  $15,000 as well as issue the  consultant  50,000 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.


                                       20
<PAGE>

                                            110 MEDIA GROUP, INC. AND SUBSIDIARY
                                (Formerly known as Dominix, Inc. and subsidiary)
                                                   (A Development Stage Company)

                            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                                                     (Unaudited)
--------------------------------------------------------------------------------

NOTE 12 - Proposed Acquisition
          --------------------

      On July 2,  2004,  the  company  entered  into a letter of intent  with i.
      Broadcast,  Inc., aprivately held Washington corporation to acquire either
      all of the  outstanding  shares of i.  Broadcast  or all of  i.Broadcast's
      assets and  liabilities.  In exchange i.  Broadcast , Inc.,  will  receive
      approximately 1.2 million shares of the company.  Conditions  precedent to
      the  completion of the  transaction  includes  completion of the company's
      financial, operational and legal due diligence of each party, execution of
      definitive  agreements  and  compliance  with  all  applicable  regulatory
      requirements.  While the company  anticipates  that this  transaction will
      close within the next ninety (90) days, there can be no assurance that the
      transaction will in fact be completed, or if completed, upon the terms set
      forth in the i.Broadcast LOI.

NOTE 13 - Subsequent Events
          -----------------

      Employment Agreement
      --------------------

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

      Shares subject to cancellation:

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

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

      Consulting Agreement
      --------------------

      On  October  11,  2004 the  company  entered  into a one month  consulting
      agreement with  Investsource,  Inc. for investor  relation  services.  The
      company agreed to issue 91,000 shares of the Company's common stock.


                                       21
<PAGE>

ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

OVERVIEW

On December  5, 2003,  the  Company  acquired  Jade  Entertainment  Group,  Inc.
("Jade")  by way of merger  through  the  Company's  newly  formed  wholly-owned
subsidiary,  Jade  Acquisition  Corp.,  by issuing 82,167 shares of its Series B
Convertible  Preferred  Stock  and  743,750  shares of its  common  stock to the
stockholders of Jade. The transaction has been accounted for as a reverse merger
with Jade as the acquirer.  The common shares have been restated,  giving effect
to a 1 for 200 reverse stock split,  as well as a 0.75 to 1 stock split effected
in the form of a dividend.

On June 4, 2004 The company formerly known as Dominix,  Inc amended and restated
its certificate of Incorporation  and changed its name to 110 Media Group,  Inc.
The company also filed papers with NASDAQ and changed its trading  symbol on the
OTC-Bulletin Board to (OTEN).

On June 4, 2004 110 Media  Group,  Inc (the company  formerly  known as Dominix)
effected a 1 for 200 reverse  split.  At March 31,  2004 there were  197,140,105
shares of common stock issued and outstanding. After the 1 for 200 reverse stock
split the company had 985,700 shares of common stock issued and outstanding.

On June 28, 2004 110 Media Group,  Inc declared a .75 stock dividend.  The stock
dividend was given to the shareholders of record on July 16, 2004. The .75 stock
dividend was accounted for as a stock split.

BUSINESS PLAN OVERVIEW

Jade began operations in 2001 as a development stage business.  Jade, since it's
inception,  has  been  developing  its  technology,  marketing  its  website  to
potential  advertisers  and building  consumer  awareness of Jade's  website and
services.  Jade's revenue to date has been from DVD sales, subscriber list sales
and website revenue through which Jade operates Askjade.com,  a specialty search
engine for the adult entertainment  industry.  Its search engine allows internet
users to enter a word,  phrase or plain English query  describing what they want
to locate on the internet.  As a website owner Jade is paid a commission  and is
rewarded for sending customers to the company's website.

In December of 2003 Jade purchased  fifty  digitally  mastered tapes  containing
adult content.  Each tape contains  approximately two hours of raw footage which
Jade uses to convert  into a DVD format which is for sale at the  wholesale  and
retail level.  In April 2004 Jade completed the production of the first of fifty
movies on DVD  format.  As of  September  30, 2004 two videos are  currently  in
production, no release date for the videos are scheduled at this time.


                                       22
<PAGE>

In addition to the  development  and  production  DVD's Jade uses the content to
develop and promote new adult  websites.  There are 4 different type websites in
which Jade generates  revenue.  The first Jade website  (jadecash.net) is a cash
program in which webmasters' place Jade advertisement  banners on their website,
and if a viewer clicks on a Jade banner  located on the  Webmaster's  site,  the
viewer is then taken to Jade's  website.  Revenue is recognized  when the viewer
purchases  the  product.  The second type of website is a content for sale site.
Webmasters'  can go to Jade's site  (redfirecontent.com)  and can purchase adult
content,  which they can use to create,  promote and market their own site.  The
third type of website is a video on demand  site. A viewer can go to Jade's site
(Redfirevod.com)  and can purchase  time or view certain  clips of footage for a
fee.  The fourth  type of  website is where a viewer  goes to Jade sites and can
purchase DVD's as well as view adult content for a fee.

As a result of purchasing the video library we expect our selling,  general, and
administrative  expenses as well as video  production  costs to increase in 2004
and 2005 as we hire new personnel  (web  designers) and start to put more videos
into  production.  We therefore expect that our net losses will increase in 2004
to be offset to a limited  degree by  revenue  from the sale of our  videos  and
increased traffic to our website.

On June 23, 2004 the company entered into a contract with 121 Ventures Inc., The
producer of the television series entitled "Carmen Electra's NWWL (Naked Women's
Wrestling  League)  whereby 110 Media Group,  Inc will develop the official NWWL
website which will promote and raise awareness for the new television series. In
return for the design and  implementation  of the website,  110 Media Group, Inc
will share in membership  and affiliate  revenues  generated from traffic to the
NWWL website.

On July 2, 2004, the company  entered into a letter of intent with i. Broadcast,
Inc.,  A privately  held  Washington  corporation  to acquire  either all of the
outstanding  shares  Of  i.  Broadcast  or  all  of  i.Broadcast's   assets  and
liabilities.  In exchange i. Broadcast , Inc.,  Will receive  approximately  1.2
million  shares of the company.  Conditions  precedent to the  Completion of the
transaction  includes  completion of the company's  financial,  operational  and
legal due  diligence  of each party,  execution  of  definitive  agreements  and
compliance  with all  applicable  regulatory  requirements.  While  the  company
anticipates  that this  transaction  will close within the next sixty (60) days,
there can be no assurance that the transaction will in fact be completed,  or if
completed,  upon the terms set forth in the i.Broadcast LOI. In addition on July
9, 2004 110 Media Group,  Inc entered into a  distribution  and sales  agreement
with i.Broadcast,  Inc whereby  i.Broadcast will utilize 110 Media Group's sales
and distribution network to market its vast products and media content for adult
oriented  websites.  i.Broadcast,  Inc is a  provider  of  adult  content  which
encompasses live interactive video services as well as recorded, on demand video
streams  which is  popular  among  webmasters  and can be easily  added to one's
website.  This agreement  immediately  allows 110 Media Group to start promoting
and marketing i.Broadcast products in anticipation of the pending acquisition.

On June 24, 2004 110 Media Group,  Inc entered into a consulting  agreement with
Mr.  Stephen Bugbee whereby he will act as an advisor to the board of directors.
Mr.  Bugbee is the owner of X2K  Media  Services  Group and has over 16 years of
experience in the promotion and marketing of projects in the entertainment/media
and corporate  marketplace.  In exchange for his services the Company has agreed
to issue 50,000  shares of its  restricted  common stock to Mr.Bugbee  that will
vest according to the following schedule:  25,000 shares vesting and deliverable
as of the  signing  of the  agreement  with  the  remaining  25,000  vested  and
deliverable in twelve months.


                                       23
<PAGE>

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 intend to convert into DVD format and other adult media  entertainment.
These costs will be amortized  proportionately  with revenue recognition related
to the distribution of the products and licensing revenues.  Management believes
that this method provides a reasonable matching of expenses with total estimated
revenues over the periods that revenues  associated  with films and programs are
expected  to be  realized.  Film  and  program  amortization  will  be  adjusted
periodically  to reflect  changes in the estimates of amounts of related  future
revenues.  Film and program costs are stated at the lower of unamortized cost or
estimated net realizable value as determined on a specific identification basis.
One film has been released as of September 30, 2004 but no significant  revenues
have been realized from it.

REVENUE RECOGNITION

Revenue  recognized by Jade through  September 30, 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.


                                       24
<PAGE>


RESULTS OF OPERATIONS


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

RESULTS OF OPERATIONS - INCEPTION (JULY 5, 2001) TO SEPTEMBER 30, 2004

Our revenues from July 5, 2001 to September  30, 2004 were $35,574.  The revenue
earned was from,  DVD sales,  List  marketing  program and our  internet  search
engine AskJade.com as well as fees from our affiliate/referral  programs.  Total
costs and  expenses  from July 5, 2001 to  September  30,  2004 were  1,759,814.
Expenses were considerably  larger than revenues from inception to September 30,
2004 due to the fact that Jade is a developmental  stage company and in the past
9 months the costs necessary in making Jade a profitable and viable company have
dramatically  increased due to hiring of office staff,  computer designers,  and
executive officers. In addition to hiring full time employees, computer, office,
and production  equipment were needed in order for our business to grow and help
us meet our customer  demands on a daily basis.  Interest  and  financing  costs
increased as a result of the Company's private placement.

RESULTS OF OPERATIONS - THREE MONTHS ENDING SEPTEMBER 30, 2004 AND 2003

REVENUES

Our total  revenues  were $11,811 for the quarter  ended  September  30, 2004 an
increase of $9,196 from the corresponding period in 2003. Our revenue during the
quarter ended September 30, 2004 were derived from DVD sales,  list services and
our  website.  Our revenue  during the  quarter  ended  September  30, 2003 were
derived from our website.  We believe revenues  generated by Jade's existing and
newly created  websites  will  increase in 2004 due to the  increased  volume of
adult  content,  which a  subscriber  can pay for and view  scenes  from  Jade's
upcoming video releases as well as from traffic through Jade cash programs.


                                       25
<PAGE>

COST OF REVENUES

Our cost of revenues  was $5,445 for the quarter  ended  September  30,  2004, a
decrease of $402 or 7% from the  corresponding  period of 2003.  The decrease in
cost of revenues  resulted  primarily from decreased  website design and hosting
costs needed in the promoting and marketing of our websites.

COMPENSATORY  ELEMENT  OF  STOCK  TRANSACTIONS  Compensatory  element  of  stock
transactions  was $28,826 for the quarter ended  September 30, 2004, an increase
of 100% from the  corresponding  period of 2003. The increase  represents  stock
issued to key employees and  consultants  in connection  with the company's 2003
equity incentive plan.

DEPRECIATION AND AMORTIZATION

Depreciation  and  amortization  were $4,729 for the quarter ended September 30,
2004 an increase of $4,729 or 100% over the  corresponding  period in 2003.  The
increase in  depreciation  and  amortization  is a result of computer and office
equipment  purchases  which  is  being  depreciated  over 3 years as well as the
amortizing of Jades database license agreement with Marketshare Recovery,  Inc.,
which is being amortized over 3 years.

SELLING, GENERAL AND ADMINISTRATIVE

Selling, general and administrative expenses were $190,688 for the quarter ended
September  30, 2004, an increase of $186,228  over the  corresponding  period in
2003.  The increase in selling,  general and  administrative  expenses  resulted
primarily  from  increased  salaries for employees  hired in the fourth  quarter
2003, as well as for accounting and legal services rendered.

OTHER EXPENSES

Other expenses were $9,871 for the quarter ending September 30, 2004 an increase
of $9,871 or 100% over the corresponding  period in 2003. The increase is due to
the conversion of convertible  debt, and the attainment of additional  debt at a
lower interest rate.

RESULTS OF OPERATIONS - NINE MONTHS ENDING SEPTEMBER 30, 2004 AND 2003

Net revenues  increased by 172% from $5,708 for the nine months ended  September
30,  2003 to  $15,569  for  the  nine  months  ended  September  30,  2004.  The
improvement in revenues was a result from increased  traffic to our existing and
newly created websites and the addition of DVD and List services.


                                       26
<PAGE>

Cost of revenues as a percent of net revenues increased from 16% of net revenues
for the nine months ended September 30, 2003 to 93% of net revenues for the nine
months ended  September 30, 2004. The increase in cost of revenues is due to the
increase in the need to further develop existing web properties.

Compensatory element of stock transactions increased from $0 for the nine months
ended  September  30, 2003 to  $118,045,  or 758% of net  revenues  for the nine
months ended  September  30,  2004.  The  increase is due to the  expensing  and
amortizing of stock issued to key employees and consultants issued in connection
with the company's 2003 equity incentive plan.

Depreciation  and  amortization  increased  from $0 for the  nine  months  ended
September 30, 2003 to $14,003,  or 89% of net revenues for the nine months ended
September 30, 2004. The increase is due to depreciation on additional  equipment
purchased as well as the  amortization in connection  with the database  license
agreement with Marketshare recovery, Inc.

Selling,  general and administrative  expenses increased from $8,433, or 148% of
net revenues  for the nine months ended  September  30,  2003,  to $596,177,  or
3,828% of net  revenues  for the nine  months  ended  September  30,  2004.  The
increase is due to personnel needed in order to meet the company's business plan
as well as increased operating costs.


LIQUIDITY AND CAPITAL RESOURCES

At September  30,  2004,  our cash  totaled  $5,881 as compared  with $50,159 at
September  30,  2003.  This  decrease  in cash is due to the sale of $575,000 7%
convertible  debentures  as well as  loan  from  related  parties.  The  Company
received approximately $500,000, net of expenses, in connection with the sale.

Net cash used in operating  activities  was $(555,070) for the nine months ended
September  30, 2004  compared to $2,081 for the nine months ended  September 30,
2003.  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.


                                       27
<PAGE>

Net cash used in  Investing  activities  was  $6,203 for the nine  months  ended
September 30, 2004  compared to net cash used in investing  activities of $0 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
hiring of computer  graphic  designers  as well as the  purchase  of  production
equipment  needed  create  websites  and assist in the  production  of our video
DVD's.

Net cash provided  from  financing  activities  was $252,279 for the nine months
ended  September  30,  2004  as  compared  to net  cash  provided  in  financing
activities  of $0 for the nine months ended  September  30,  2003.  The $252,279
represents loans made to the company by related parties in order to meet current
operating activities.

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.


                                       28
<PAGE>

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.

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.


                                       29
<PAGE>

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

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

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

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

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

      o     During the fourth  quarter of 2004,  we will  continue  our internal
            control  review process to remediate the internal  control  material
            weaknesses identified above by Marcum & Kliegman LLP.


                                       30
<PAGE>

Other than regarding 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 affect 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, 2005 must attest to and
issue  a  report  on  management's  assessment  of the  design  and  operational
effectiveness  of our internal  control over  financial  reporting.  Although we
intend to conduct a  rigorous  review of our  internal  control  over  financial
reporting to help achieve  compliance  with the Section 404  requirements of the
Sarbanes-Oxley Act, if our independent  registered public accounting firm is not
satisfied with our internal  control over financial  reporting or with the level
at which it is documented,  designed,  operated or reviewed, they may decline to
attest to management's  assessment or may issue a qualified  report  identifying
either a significant deficiency or a material weakness in our internal controls.
This could  result in  significant  additional  expenditures  responding  to the
Section 404 internal  control  audit,  a diversion of  management  attention and
potentially an adverse reaction to our common stock in the financial markets.

Limitations of Disclosure Controls and Procedures

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


                                       31
<PAGE>

PART II - OTHER INFORMATION

ITEM 1:  LEGAL PROCEEDINGS

There are no material pending legal proceedings to which the Company is a party
or of which the Company's property is subject.

ITEM 2:  UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS

      (a)   On October 16,  2004,  the Company  issued  50,000  shares to Darren
            Cioffi as compensation  pursuant to a consulting  agreement  between
            the Company and Cioffi Business Management  Services.  Mr. Cioffi is
            the Company's interim Chief Financial Officer.

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

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

            Shares subject to cancellation:

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

      (b)   None

      (c)   None

ITEM 5: OTHER INFORMATION

      On July 9,  2004,  the  Company  entered  into a  Distribution  and  Sales
      Agreement with  i.Broadcast,  Inc.,  whereby  i.Broadcast will utilize 110
      Media  Group's sales and  distribution  network to market its products and
      media content for adult oriented websites.

      On July 29, 2004 the Company  extended the  maturity  date of an aggregate
      503,125 warrants to purchase a like number of post-dividend  shares to May
      30, 2006.  These  warrants  were issued in  connection  with the Company's
      private placement completed December 1, 2003.


<PAGE>

      On September 16, 2004 the Company entered into a Consulting Agreement with
      Cioffi Business Management  Services.  The Consulting  Agreement is for an
      initial term of three (3) months. The Company has agreed to compensate the
      consultant  $15,000 as well as issue the  Consultant  50,000 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 Cioffi, will act as the Company's interim Chief
      Financial Officer.

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

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

      Shares subject to cancellation:

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

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

ITEM 6: EXHIBITS

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

            4.1   Form of Warrant Amendment
            31.1  Certification of Chief Executive Officer of Periodic Report
                  pursuant to Rule 13a-14a and Rule 15d-14(a).
            31.2  Certification of Chief Financial Officer of Periodic Report
                  pursuant to Rule 13a-14a and Rule 15d-14(a).
            32.1  Certification of Chief Executive Officer of pursuant to 18
                  U.S.C. - Section 1350.
            32.2  Certification of Chief Financial Officer of pursuant to 18
                  U.S.C. - Section 1350.


<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 22, 2004          110 MEDIA GROUP, INC.


                                    By:  /s/ Raymond Barton
                                       ---------------------------------------
                                       Raymond Barton, Chief Executive Officer



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