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

                                  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
March 31, 2005                                    Commission File No. 000-29462

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

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

95 Broadhollow Road, Suite 101, Melville, NY                   11747
--------------------------------------------                   -----
(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: N/A


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for a shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                                            Yes |X| No |_|


The number of shares issued and outstanding of the Registrant's Common Stock,
$.001 par value, as of May 10, 2005 was 22,073,981.



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

<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1:  Financial Statements


Condensed Consolidated Balance Sheet                                   F-1

Condensed Consolidated Statements of Operations for the three
months ended March 31, 2005 and March 31, 2004                         F-2

Condensed Consolidated Statements of Cash Flows for the three
months ended March 31, 2005 and 2004                                F-3 - F-4

Notes to the Condensed Consolidated Financial Statements            F-5 - F-17


                                       2
<PAGE>

                                            110 MEDIA GROUP, INC. AND SUBSIDIARY

                                            CONDENSED CONSOLIDATED BALANCE SHEET

                                                                     (UNAUDITED)
                                                                  March 31, 2005
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                       ASSETS

<S>                                                                                <C>
CURRENT ASSETS
Cash                                                                               $     29,073
Restricted cash                                                                          (4,000)
Prepaid expenses and other current assets                                                 8,417
                                                                                   ------------

Total Current Assets                                                                     33,490

PROPERTY AND EQUIPMENT, Net                                                               9,378

OTHER ASSETS
Intangible assets, net of accumulated amortization of $48,444                           367,556
                                                                                   ------------

TOTAL ASSETS                                                                       $    410,424
                                                                                   ============

                      LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES

Convertible debentures                                                             $    130,000
Accounts Payable and Accrued Expenses                                                   466,296
Notes payable to Global Reach - current portion                                          66,391
Due to stockholders and affiliates                                                      455,510
                                                                                   ------------

TOTAL CURRENT LIABILITIES                                                             1,118,197

LONG TERM LIABILITIES
   Note payable to Global Reach - less current portion                                   25,000
                                                                                   ------------
           TOTAL LIABILITIES                                                          1,143,198

REDEEMABLE PREFERRED STOCK
    $.001 par value; 450,000 shares authorized
       Series AA Cumulative Convertible - 438,000 shares issued and outstanding,
      with rights to a cumulative 7% dividend
      liquidation preferences of $440,555                                               440,555
                                                                                   ------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIENCY
Common stock - $0.001 par value; 50,000,000 shares
authorized; 22,073,981 shares issued and outstanding                                     22,075
Unearned compensation                                                                  (230,361)
Additional paid in capital                                                            2,215,736
Accumulated Deficit                                                                  (3,180,777)
                                                                                   ------------
TOTAL STOCKHOLDERS' DEFICIENCY                                                       (1,173,327)
                                                                                   ------------

TOTAL LIABILITIES AND
STOCKHOLDERS' DEFICIENCY                                                           $    410,424
                                                                                   ============
</TABLE>

The Accompanying Notes Are An Integral Part Of These Consolidated Financials'
Statements.

                                      F-1
<PAGE>

                                            110 MEDIA GROUP, INC. AND SUBSIDIARY

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

                                                For the Period Ended
                                                      March 31,
                                                 2005            2004
                                             ------------    ------------

REVENUE                                      $     45,708    $      1,891
                                             ------------    ------------

COSTS AND EXPENSES
Cost of revenue                                    55,219           4,146
Compensatory element of stock transactions        214,626              --
Depreciation and amortization                      38,559           4,545
Selling and administrative expenses               370,718         177,331
                                             ------------    ------------

TOTAL COSTS AND EXPENSES                          679,122         186,022
                                             ------------    ------------

OPERATING LOSS                                   (633,414)       (184,131)
                                             ------------    ------------

OTHER EXPENSES
Interest                                           46,985         183,332
                                             ------------    ------------

NET LOSS                                     $   (680,399)   $   (367,463)
                                             ============    ============

Preferred Dividend Series AA                 $         --    $         --
                                             ------------    ------------

Net loss applicable to common shareholders   $   (680,399)   $   (367,463)
                                             ============    ============

Basic and Diluted Net Loss Per Share         $      (0.03)   $      (0.37)
                                             ============    ============

Weighted Average Number of Common
Shares Outstanding - Basic and Diluted         21,545,870         985,701
                                             ============    ============


The Accompanying Notes Are An Integral Part Of These Consolidated Financials'
Statements.


                                      F-2
<PAGE>

                                            110 MEDIA GROUP, INC. AND SUBSIDIARY

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

<TABLE>
<CAPTION>
                                                         For the Period Ended
                                                              March 31,
                                                         2005           2004
                                                     ----------------------------
<S>                                                  <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                             $   (680,399)   $   (367,463)
                                                     ------------    ------------
 Adjustments to reconcile net loss to net
  cash provided by (used in) operating activities:
Amortization of deferred financing costs                       --          20,750
Amortization of deferred debt discount                         --         143,750
Depreciation and amortization                              38,559           4,546
Compensatory element of stock transactions                214,625              --
Changes in operating assets and liabilities:
   Video Library                                               --          (6,410)
Prepaid expenses and other current assets                   2,550            (172)
Accrued expenses and other current liabilities             98,982           2,762
                                                     ------------    ------------

 TOTAL ADJUSTMENTS                                        354,716         165,226
                                                     ------------    ------------

NET CASH USED IN OPERATING
ACTIVITIES                                               (325,682)       (202,237)
                                                     ------------    ------------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of computer equipment                                 --          (3,762)
 Purchase of Web 1000 intangible assets                   (16,000)
Cash received in recapitalization                              --              --
                                                     ------------    ------------

NET CASH (USED IN) PROVIDED BY
INVESTING ACTIVITIES                                      (16,000)         (3,762)
                                                     ------------    ------------

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds of loans from shareholder                        248,934              --
Proceeds from Escrow                                      109,500
 Advances to affiliate                                         --             152
Repayment of principal on debt                             (8,609)             --
                                                     ------------    ------------

NET CASH PROVIDED BY (USED IN)
FINANCING ACTIVITIES                                 $    349,825    $        152
                                                     ------------    ------------
</TABLE>


The Accompanying Notes Are An Integral Part Of These Consolidated Financials'
Statements.


                                      F-3
<PAGE>
                                            110 MEDIA GROUP, INC. AND SUBSIDIARY

                                CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED
                                                                     (UNAUDITED)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                   For the Period Ended
                                                                                         March 31,
                                                                                   2005            2004
                                                                               ----------------------------
<S>                                                                            <C>             <C>
NET (DECREASE) INCREASE  IN CASH                                               $      8,143    $   (205,847)

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

CASH - Ending                                                                  $     29,073    $    109,028
                                                                               ============    ============


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

 Non-cash investing and financing activities:

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


The Accompanying Notes Are An Integral Part Of These Consolidated Financials'
Statements.


                                      F-4
<PAGE>

                                            110 MEDIA GROUP, INC. AND SUBSIDIARY

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


NOTE 1 - Going Concern and Managements Plans
         -----------------------------------

           The accompanying condensed consolidated financial statements have
           been prepared in conformity with accounting principles generally
           accepted in the United States of America, assuming that the Company
           will continue as a going concern. For the period ended March 31,
           2004, the Company had a net loss of approximately $680,000. The
           Company is in default on certain convertible notes payable, see Note
           6. These factors raise substantial doubt about the Company's ability
           to continue as a going concern. During the period ended March 31,
           2004 the Company received $162,500 from certain of its stockholders
           to fund its operating expenses. The Company's ability to continue as
           a going-concern is dependent upon obtaining additional financing,
           restructuring its existing liabilities, and the successful completion
           of its business plan. The consolidated financial statements do not
           include any adjustments that might result from the outcome of this
           uncertainty. No assurance can be provided that the Company will be
           successful in locating additional financing or completing its
           business plan.

NOTE 2 - Summary of Significant Accounting Policies
         ------------------------------------------


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

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


                                      F-5
<PAGE>

                                            110 MEDIA GROUP, INC. AND SUBSIDIARY

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

NOTE 3 - Summary of Significant Accounting Policies, continued
         ------------------------------------------

           Stock-Based Compensation, continued
           ------------------------

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

<TABLE>
<CAPTION>
                                                                          For the Period
                                                                               Ended
                                                                            March 31,
                                                                   -----------------------------
                                                                       2005             2004
                                                                   -------------   -------------
<S>                                                                <C>            <C>
           Net loss applicable to common stockholders,
             As reported                                           $   (680,399)  $   (367,463)

           Add:  stock-based employee compensation
                   expense included in reported net loss
                   applicable to common stockholders                    214,626             --

           Less:  total stock-based employee
                     compensation expense determined
                     under the fair value-based method of
                     all awards                                         (214,626)            --
                                                                   -------------   ------------

           Proforma Net Loss Applicable to Common
             Stockholders                                          $    (680,399)  $   (367,463)
                                                                   =============   ============

           Basic and Diluted Net Loss Applicable to
             Common Stockholders:
               As reported                                         $       (0.03) $       (0.37)
                                                                   =============  =============
               Proforma                                            $       (0.03) $       (0.37)
                                                                   =============  =============
</TABLE>


                                      F-6
<PAGE>

                                            110 MEDIA GROUP, INC. AND SUBSIDIARY

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

NOTE 4 - Property and Equipment, Net
         ----------------------

<TABLE>
<CAPTION>
           Property and equipment consists of the following at December 31,
           2004:

<S>                                                                      <C>
           Computer equipment                                            $12,977
           Office equipments                                               1,740
                                                                         -------
           Total                                                          14,717

           Less: accumulated depreciation                                 (5,339)
                                                                         -------

           Property and Equipment, Net                                   $ 9,378
                                                                         =======
</TABLE>

           Depreciation expense for the period ended March 31, 2005 and 2004 was
$1,226 and $4,545, respectively.


NOTE 5 - Web 1000.com, Net
             -----------------

           On December 5, 2004, the Company acquired certain intangible assets,
           primarily URL's from Global Reach, Inc. including a website known as
           Web1000.com along with certain other intangible assets related to
           that website. The purchase price for the assets was $400,000 payable
           as follows:

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

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

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

           (d)   $200,000 worth of the Company's common stock, which equaled
                 1,030,928 shares


                                      F-7
<PAGE>

                                            110 MEDIA GROUP, INC. AND SUBSIDIARY

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

NOTE 5 - Web 1000.com, Net, continued
         -----------------

           Due to the absence of several significant business attributes such as
           no employees and no tangible assets, this purchase was classified as
           a purchase of assets rather than a purchase of a business.
           Accordingly, the information required by FASB No. 141 is not
           required. The purchase price was all allocated to the URLs acquired
           and is being amortized over a thirty-six month period commencing
           December 1, 2004. Amortization expense for the period ended March 31,
           2005 was $33,333.

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


NOTE 6 - Convertible Debentures
         ----------------------

<TABLE>
<CAPTION>
          <S>                                                                                         <C>
          Convertible debentures at December 31, 2004 consist of the following:

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

          b. Convertible debentures, due on demand, bearing interest at 12% per
             annum. The debentures contain a provision for conversion, at the
             holder's option including accrued interest, into the Company's
             common stock at a conversion price equal to 70% of the average
             closing bid price per share of common stock for the five-day period
             prior to such conversion. The related beneficial conversion feature
             has been fully charged to interest expense in prior years. During
             the year ended December 31, 2004, nine holders of 12% convertible
             debentures totaling $112,000 converted their debentures into a
             total of 330,750 shares of common stock.                                                   30,000
</TABLE>


                                      F-8
<PAGE>

                                            110 MEDIA GROUP, INC. AND SUBSIDIARY

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

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


<TABLE>
<CAPTION>
          <S>                                                                                       <C>
          c. Convertible debentures, due November 30, 2004, bearing interest at
             a rate at 7% per annum. In November 2003,the Company completed the
             sale of 7% Convertible Debentures resulting in gross proceeds of
             $575,000. Pursuant to the agreement, on June 4, 2004, the
             debentures were converted into 1,006,270 shares of the Company's
             common stock and warrants to purchase 503,125 shares of the
             Company's common stock at $1.00 per share exercisable through May
             30, 2006.

             At the time of the funding, the $575,000 of gross proceeds was
             allocated 64.05% or $368,270 to the notes and 35.95%$ or $206,730
             to the warrants. The conversion price of the debentures was below
             market price of the Company's common stock at December 31, 2003,
             which resulted in a beneficial conversion feature of $368,270. In
             accordance with EITF -0027, the amount allocated to the beneficial
             conversion feature was limited to the net proceeds of the offering
             less the value allocated to the warrants issued to the purchasers.
             The amount allocated to the warrants of $206,730 and the total
             amount of the beneficial conversion features of $368,270 were both
             recorded as a deferred debt discount and charged to interest
             expense over the term of the notes. The remaining balance of
             $280,953 at June 4, 2004 was charged to interest expense upon the
             conversion of the securities. In connection with this private
             placement, the Company issued to the placement agents warrants to
             purchase a total of 26,250 shares of the Company's common Stock
             valued at $23,000 and incurred $60,000 of other debt issuance costs
             and charged to interest expense over the term of the loan. The
             remaining balance of $55,250 at June 4, 2004 was charged to
             interest expense upon the conversion of the
             securities.                                                                                    --
                                                                                                   -----------
                                                                                                       130,000
          Less:  current portion                                                                       130,000
                                                                                                   -----------
                    Long-Term Debt, Net of Current Portion                                         $        --
                                                                                                   ===========
</TABLE>


                                      F-9
<PAGE>

                                            110 MEDIA GROUP, INC. AND SUBSIDIARY

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

NOTE 7 - Notes Payable to Stockholders
         -----------------------------

           As of March 31, 2005 Raymond Barton, CEO and Timothy Schmidt,
           President advanced the Company $29,566 and $34,566, respectively, for
           working capital purposes, evidenced by secured promissory notes. The
           notes bear interest at 8% per annum and are due November 5, 2005.

           As of March 31, 2005, a stockholder, Steven Horowitz, advanced the
           Company $383,434 for working capital purposes. The Company agreed to
           pay interest at 8% per annum and the notes are all due July 31, 2005.

           Accrued interest as of March 31, 2005 on these notes amounted to
           $8,509 and is included in accounts payable and accrued expenses.

NOTE 8 - Accounts Payable and Accrued Liabilities
         ----------------------------------------

           Accounts payable and accrued liabilities at March 31, 2005 consist of
the following:

           Interest                                                     $ 65,166
           Professional fees                                              42,000
           Liquidating damages                                           139,820
           Accrued Compensation                                           59,731
           Other                                                         159,579
                                                                        --------

                                                                        $466,296
                                                                        ========


                                      F-10
<PAGE>

                                            110 MEDIA GROUP, INC. AND SUBSIDIARY

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

NOTE 9 - Stockholders' Deficiency
          -------------------------


           Stock Based Compensation
           ------------------------
           On February 18, 2005, in connection with its 2003 Equity Incentive
           Plan, the Company issued 220,000 shares of its common stock to
           several individuals for services valued at $44,000. Unearned
           consulting fees at March 31, 2005 amounted to $42,861.

           Warrants Granted
           ----------------
           The Company granted warrants to purchase for six months from the date
           of issuance a total of 503,125 shares of its common stock at an
           exercise price of $1.00 of the Company's Common Stock in connection
           with the placement of $575,000, 7% convertible debentures. On July
           29, 2004 the Company modified the terms of the warrants and extended
           the maturity date an additional six months to May 30, 2006. The
           number of warrants and exercise price have been adjusted to reflect
           the 0.75 stock split effected in the form of a dividend in July 2004.

           In November 2004, the Company granted to two related party
           consultants warrants to purchase a total of 1,000,000 shares of the
           Company's common stock at an exercise price of $0.10. The warrants
           have a term of ten years. The Company valued the warrants at $185,200
           using the Black-Scholes pricing model. The value of the warrants was
           recorded during the year ended December 31, 2004 as compensatory
           element of stock issuance.

           In January of 2005, one of the consultants exercised his warrants and
           purchased 750,000 shares of the Company's common stock for $75,000.
           The purchase price of $75,000 was paid by reducing a note payable due
           to this related party.


                                      F-11
<PAGE>

                                            110 MEDIA GROUP, INC. AND SUBSIDIARY

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

NOTE 9 - Stockholders' Deficiency, continued
          -------------------------

           2003 Equity Incentive Plan
           --------------------------
           The Company has a "2003 Equity Incentive Plan" for key employees,
           Consultants and stockholders by providing them with additional
           incentives and an opportunity to obtain or increase their proprietary
           interest in the Company, thereby encouraging them to continue in the
           employ of the Company or any of its affiliates. The plan designates
           the board of Directors the authority to grant or award to eligible
           participants of the Company and its subsidiaries and affiliates,
           until November 17, 2013, stock options, stock appreciation rights,
           restricted stock performance stock awards and bonus stock awards for
           up to 5,250,000 shares of the Company's common stock. On November 13,
           2003, the Board of Directors awarded to several employees and
           consultants 875,017 shares of restricted stock valued at $150,000.

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

                                                                   No. of Shares
                                                                   -------------
           Convertible debentures (assumed conversion at $.14)           928,571
           Warrants to purchase common stock - finders                    26,250
           Warrants to purchase common stock - debentures                503,125
           Warrants issued to consultant                                 250,000
           Series AA 7% Convertible Preferred Stock (and
             Cumulative dividends (assumed conversion at $.20)         2,202,775
                                                                       ---------

                 Total as of March 31, 2005                            3,910,721
                                                                       =========


                                      F-12
<PAGE>

                                            110 MEDIA GROUP, INC. AND SUBSIDIARY

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

NOTE 10 - Commitments and Contingencies
          -----------------------------

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

           Lease Obligations
           ------------------
           The Company abandoned office space during 2001 under three separate
           lease agreements, which provide for average minimum monthly lease
           payments remaining under the lease agreements ranging from
           approximately $3,000 to $22,000 per month expiring in various years
           through 2007. The Company is contingently liable for liquidating
           damages for the failure to observe covenants contained in the leases
           and any deficiency between the rent commitments and the net amount of
           any rents collected by the landlords for the demised premises for
           each month of the period, which would otherwise have constituted the
           balance of the term of the leases, including expenses incurred by the
           landlords in connection with re-letting the space. The estimated
           liquidating damages for the re-let space as of December 31, 2004
           approximate the security deposits retained by the landlords in
           accordance with these lease agreements.

           In August 2004 the Company assumed a lease for corporate headquarters
           held by a related party, requiring approximate future minimum rentals
           as follows:

                            For the Twelve Months Ending
                                      December 31,                      Amount
                            ----------------------------------------------------
                                          2005                         $ 22,500
                                          2006                           30,000
                                          2007                           32,000
                                          2008                           34,000
                                                                       --------

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


                                      F-13
<PAGE>

                                            110 MEDIA GROUP, INC. AND SUBSIDIARY

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

NOTE 10 - Commitments and Contingencies, continued
          ------------------------------

           Employment Agreements
           ---------------------
           The Company has employment contracts with three key employees through
           February 2008 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
                  ---------------------------------------------
                          2005                       $213,750
                          2006                        285,000
                          2007                        285,000
                          2008                         47,500
                                                     --------

                          Total                      $831,250
                                                     ========

           Additional Employment Agreements
           --------------------------------
           On October 5, 2004 the Company entered into an employment agreement
           with Mark Figula. The term of the agreement is for three (3) years
           commensurate on October 1, 2004. Mr. Figula will serve as the
           Company's Vice President of Business Development. During the term of
           the agreement, the Company shall pay Mr. Figula an annual salary of
           $150,000. Mr. Figula shall also be entitled to a quarterly bonus
           equal to 10% of the Company's net operating income for any fiscal
           quarter. Such bonus shall be increased to 15% in the event the
           Company achieves net quarterly operating income in excess of $250,000
           for any fiscal quarter. Pursuant to the Agreement, the Company issued
           to Mr. Figula 2,500,000 shares of its common stock valued at
           $375,000. The shares are subject to cancellation based on the
           following schedule in the event the Agreement is terminated by (i)
           Mr. Figula voluntarily and without cause; (ii) mutual agreement
           between Mr. Figula and the Company, or (iii) by the Company for cause
           (as defined in the Agreement).

           Shares subject to cancellation:

           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. The value of this stock issuance is
           being amortized over the term of the employment agreement. As of
           March 31, 2005 Stock based compensation of $187,500 has been
           recognized.


                                      F-14
<PAGE>

                                            110 MEDIA GROUP, INC. AND SUBSIDIARY

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

NOTE 10 - Commitments and Contingencies, continued
          ------------------------------

           Amended Employment Agreements
           -----------------------------
           On February 15, 2005 the Company entered into an amended employment
           agreement with Raymond Barton ("Barton Agreement"), the Company's
           Chief Executive Officer. The initial term of the Barton Agreement is
           for three (3) years. The initial term may be automatically extended
           for up to two additional twelve (12) month periods unless either
           party gives written notice to the other of their desire not to
           extend.

           During the term of the Barton Agreement, the Company shall pay Mr.
           Barton an annual salary of Ninety-Five Thousand Dollars ($95,000). In
           addition, Mr. Barton shall receive as a signing bonus 40,000 shares
           of the Company's common stock. Mr. Barton shall also be entitled to a
           quarterly bonus equal to 2% of the Company's consolidated gross
           revenue up to a maximum of $20,000 per quarter. The quarterly bonus,
           at the option of Mr. Barton, may be paid in common stock of the
           Company in lieu of cash. Such stock to be issued under the Company's
           2003 Equity Incentive Plan has been registered with the Securities
           Exchange Commission on Form S-8.

           On February 15, 2005 the Company entered into an amended employment
           agreement with Timothy Schmidt ("Schmidt Agreement"), the Company's
           President. The initial term of the Schmidt Agreement is for three (3)
           years. The initial term may be automatically extended for up to two
           additional twelve (12) month periods unless either party gives
           written notice to the other of their desire not to extend.

           During the term of the Schmidt Agreement, the Company shall pay Mr.
           Schmidt an annual salary of Ninety-Five Thousand Dollars ($95,000).
           In addition, Mr. Schmidt shall receive as a signing bonus 40,000
           shares of the Company's common stock. Mr. Schmidt shall also be
           entitled to a quarterly bonus equal to 2% of the Company's
           consolidated gross revenue up to a maximum of $20,000 per quarter.
           The quarterly bonus, at the option of Mr. Schmidt, may be paid in
           common stock of the Company in lieu of cash. Such stock to be issued
           under the Company's 2003 Equity Incentive Plan has been registered
           with the Securities Exchange Commission on Form S-8.

           On February 15, 2005 the Company entered into an employment agreement
           with Michael Barton ("MBarton Agreement"), the Company's Vice
           President of Sales. The initial term of the MBarton Agreement is for
           three (3) years. The initial term may be automatically extended for
           up to two additional twelve (12) month periods unless either party
           gives written notice to the other of their desire not to extend.


                                      F-15
<PAGE>

                                            110 MEDIA GROUP, INC. AND SUBSIDIARY

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

NOTE 10 - Commitments and Contingencies, continued
          ------------------------------

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


           During the term of the MBarton Agreement, the Company shall pay Mr.
           Barton an annual salary of Ninety-Five Thousand Dollars ($95,000). In
           addition, Mr.Barton shall receive as a signing bonus 40,000 shares of
           the Company's common stock. Mr. Barton shall also be entitled to a
           quarterly bonus equal to 2% of the Company's consolidated gross
           revenue up to a maximum of $20,000 per quarter. The quarterly bonus,
           at the option of Mr. Barton, may be paid in common stock of the
           Company in lieu of cash. Such stock to be issued under the Company's
           2003 Equity Incentive Plan has been registered with the Securities
           Exchange Commission on Form S-8.

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

           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.

           On February 8, 2005, the Company entered into a new Consulting
           Agreement with a consultant for a six- (6) month term ("Second
           Term"). During the Second Term, the Company has agreed to compensate
           the consultant $30,000 and issued Mr. Cioffi 100,000 shares of its
           common stock under the Company's 2003 Equity Incentive Plan.

           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 consideration paid for future acquisitions introduced by
           the consultant to the Company.

           On November 8, 2004 the Company entered into a six month consulting
           agreement with Mirador Consulting Inc. for investor relation
           services. The Company agreed to compensate consultant a fee of $4,000
           per month for the term of the agreement. The Company also agreed to


                                      F-16
<PAGE>

           sell the consultant 500,000 of restricted common stock at par value.
           The difference between the value of the shares of $105,000 and the
           par value of $500 will be charged to operations over the six-month
           period of the consulting agreement.

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


                                      F-17
<PAGE>

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

OVERVIEW

On December 5, 2003, we completed the acquisition of Jade Entertainment Group,
Inc. ("Jade") by way of merger through the Company's newly formed wholly-owned
subsidiary, Jade Acquisition Corp., by issuing 743,750 shares of common stock
and 82,167 shares of its Series B Convertible Preferred Stock, which was
converted into 6,834,975 shares of our common stock on June 4, 2004. The common
stock reflects a 1-for-200 reverse stock split and a .75 for 1 stock split
effected in the form of a dividend.

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).

BUSINESS PLAN OVERVIEW

Jade began operations in 2001 as a development stage business. Jade, since its
inception, has been developing its technology, marketing its website to
potential advertisers and building consumer awareness of it'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.

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 December 31, 2004 no significant revenues were
generated from these videos. As a result, we wrote our carrying value down to
zero.

In addition to the development and production of DVD's Jade uses the content to
develop and promote new adult websites. There are 4 different type websites from
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.


                                       3
<PAGE>

On June 24, 2004 we 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 we issued 43,750 shares of its
restricted common stock to Mr.Bugbee.

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

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

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

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

      (d)   $200,000 worth of our common stock, which equaled 1,030,928 shares
            of the Registrant's common stock, which was delivered at closing.

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

Web1000 provides free webhosting in both the mainstream and adult markets.
Instead of paying a monthly fee like with most webhosting companies, Web1000's
customers get to use our service without cost, in exchange for agreeing to allow
one of the following:

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

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

      o     We may or may not "skim" some small percentage of their traffic
            (like one out of every 1,000 visitors) and send it to an advertiser
            or a page of advertisements.

The advertisers then pay Web1000 in one of two ways:

      o     A commission on all sales generated; or

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

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


                                       4
<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 December 31, 2004 but no significant revenues
have been realized from it. During the year ended December 31, 2004 we recorded
an impairment loss of $68,372, reducing the carrying value of our video library
to zero due to a lack of sales.

REVENUE RECOGNITION

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


                                       5
<PAGE>

Results of Operations

The following table includes consolidated statements of operations data for the
three months ended March 31, 2005 and 2004 expressed as dollar amounts and as a
percentage of revenues.

<TABLE>
<CAPTION>
                                                 Three Months              Three Months
                                                Ended March 31             Ended March 31
                                                --------------             --------------
                                              2005          2004          2005         2004
                                           ----------    ----------    ----------   ----------
<S>                                        <C>           <C>               <C>          <C>
                                                                      (Percentage)  (Percentage)
Revenues
     Website Revenue                       $   45,708    $    1,891        100.00       100.00
                                           ----------    ----------    ----------   ----------
      Total Revenue                        $   45,708    $    1,891        100.00       100.00

Cost of Revenue
     Affiliate Costs                            1,861           447          4.00        24.00
     Website Hosting                           53,358         3,699        117.00       196.00
                                           ----------    ----------    ----------   ----------
     Total cost of revenues                    55,219         4,146        121.00       219.00

Operating Expenses
     Selling, general and administrative      370,718       177,331        811.00     9,378.00
     Depreciation                              38,559         4,545         78.00       240.00
     Stock Based Compensation                 214,626             0        470.00            0
                                           ----------    ----------    ----------   ----------
     Total operating expenses                 623,903       181,876      1,359.00     9,618.00
     Operating Loss                          (633,414)     (184,131)

Other Expense
     Interest                                  46,985       168,332        103.00     8,902.00
     Financing Costs                                         15,000          0.00       793.00
                                                         ----------    ----------   ----------
     Total other expense                       46,985       183,332        103.00     9,695.00
                                           ----------    ----------    ----------   ----------

Net Loss                                   $ (680,399)   $ (367,463)
                                           ==========   ==========
</TABLE>

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


Results of Operations - Comparison of Three Months Ending March 31, 2005 and
2004

Revenues

Our total revenues were $45,708 for the quarter ended March 31, 2005 an increase
of $43,817 or 2,318% from the corresponding period in 2004. All of our revenue
during the quarters ended March 31, 2005 and 2004 were derived from the sales
from our website. We believe revenues generated by 110's website will increase
in 2005 due to the acquisition of Web1000 property.


                                       6
<PAGE>

Cost Of Revenues

Our cost of revenues was $55,219 for the quarter ended March 31, 2005, an
increase of $51,073 from the corresponding period of 2004. The increase in cost
of revenues resulted primarily from the acquisition of the Web1000 property
costs needed in the promoting and marketing of our websites.

Depreciation and Amortization

Depreciation and amortization were $38,559 for the quarter ended March 31, 2005
an increase of $34,014 over the corresponding period in 2004. The increase in
depreciation and amortization is a result of computer equipment purchases which
is being depreciated over 3 years as well as the amortizing of Web1000 property
which is being amortized over 3 years.

Selling, General and Administrative

Selling, general and administrative expenses were $370,718 for the quarter ended
March 31, 2005, an increase of $193,387 over the corresponding period in 2004.
The increase in selling, general and administrative expenses resulted primarily
from increased salaries for employees , as well as for accounting and legal
services rendered.

Other Expenses

Other expenses were $46,985 for the quarter ending March 31, 2005 a decrease of
$136,347 over the corresponding period in 2004. The decrease is due to the
reduction of interest and costs of debt over the corresponding period in 2004.

Liquidity and Capital Resources

At March 31, 2005, our cash and cash equivalents totaled $29,073, as compared
with $109,028 at March 31, 2004. This decrease in cash was primarily due to
increased operating expenses due to the acquisition of the Web1000 property.

Net cash used in operating activities was $325,682 for the three months ended
March 31, 2005 compared to $202,237 for the three months ended March 31, 2004.
The increase in cash used relates to the hiring of website designers, computer
graphic designers and additional administrative staff required to implement the
Company's business plan.

Net cash used in Investing activities was $ 16,000 for the three months ended
March 31, 2005 compared to net cash used in investing activities of $3,762 for
the same period last year. The increase in cash used for Investing Activities
was due to the purchase of additional computers which were necessary due to the
acquisition of the Web1000 property.

Net cash provided from financing activities was $349,825 for the three months
ended March 31, 2005 as compared to net cash provided in financing activities of


                                       7
<PAGE>

$152 for the three months ended March 31, 2004. The $349,825 represents the net
difference of proceeds from loans and the repayment of debt.

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

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

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



Forward-Looking Statements; Market Data

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


                                       8
<PAGE>

We make forward-looking statements in the "Management's Discussion and Analysis
of Financial Condition and, Results of Operations" above. These forward-looking
statements include, but are not limited to, statements about our plans,
objectives, expectations, intentions and assumptions and other statements that
are not historical facts. We generally intend the, words "expect", "anticipate",
"intend", "plan", "believe", "seek", "estimate" and similar expressions to
identify forward-looking statements.

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

Item 3:  Controls and Procedures

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

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

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

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


                                       9
<PAGE>

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

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

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

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

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

In addition to the matters discussed above, the independent registered public
accounting firm responsible for the audit of 110 Media Group, Inc.'s financial
statements as of and for the year ending December 31, 2006 must attest to and
issue a report on management's assessment of the design and operational
effectiveness of our internal control over financial reporting. Although we
intend to conduct a rigorous review of our internal control over financial
reporting to help achieve compliance with the Section 404 requirements of the
Sarbanes-Oxley Act, if our independent registered public accounting firm is not
satisfied with our internal control over financial reporting or with the level
at which it is documented, designed, operated or reviewed, they may decline to
attest to management's assessment or may issue a qualified report identifying
either a significant deficiency or a material weakness in our internal controls.
This could result in significant additional expenditures responding to the
Section 404 internal control audit, a diversion of management attention and
potentially an adverse reaction to our common stock in the financial markets.

Limitations of Disclosure Controls and Procedures

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.


                                       10
<PAGE>

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.


                                       11
<PAGE>

PART II - OTHER INFORMATION

Item 1:  Legal Proceedings

      None.

Item 2:  Changes in Securities

      (a)   None

      (b)   None

      (c)   On January 25, 2005, Mr. Steven A. Horowitz exercised 750,000 stock
            options, at $.10 per share. The options were granted to Mr. Horowitz
            pursuant to the Company's 2003 Equity Incentive Plan. These shares
            are registered on Form S-8 filed with the SEC on November 30, 2004
            (SEC File No. 333-120875).

            On February 10, 2005, the Company issued to Mr. Darren Cioffi, the
            Company's Chief Financial Officer, 100,000 shares of its common
            stock as compensation to Mr. Cioffi under his consulting agreement
            with the Company. These shares are registered on Form S-8 filed with
            the SEC on November 30, 2004 (SEC File No. 333-120875).

            On February 27, 2005, the Company issued an aggregate of 120,000
            shares to Mr. Raymond Barton (40,000), the Company's Chief Executive
            Officer, Mr. Timothy Schmidt (40,000), the Company's Chief Financial
            Officer and Mr. Michael Barton (40,000), an employee of the Company,
            in connection with the signing of amendments to each of the
            aforementioned individuals employment agreements with the Company.
            These shares are registered on Form S-8 filed with the SEC on
            November 30, 2004 (SEC File No. 333-120875).

      (d)   Not Applicable.

Item 3.: Defaults upon Senior Securities

      None.

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

      None.

Item 5.: Other Information

            On April 18, 2005, based upon the recommendation of and approval by
            our audit committee and the board of directors, 110 Media Group,
            Inc. (the "Company") dismissed Marcum & Kliegman LLP ("M&K") as its


                                       12
<PAGE>

            independent auditor and engaged Wolinetz & Lafazan & Co. to serve as
            its independent auditor for the fiscal year ending December 31,
            2005.

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

            During the years ended December 31, 2004 and 2003 and through April
            18, 2005 there were no disagreements with M&K on any matter of
            accounting principle or practice, financial statement disclosure or
            auditing scope or procedure which, if not resolved to M&K's
            satisfaction, would have caused them to make references to the
            subject matter in connection with their reports of the Company's
            consolidated financial statements for such years.

            In addition, the Company believes there were no reportable events as
            defined in Item 304(a)(1)(iv)(B) of Regulation S-B except for
            material weaknesses in our system of internal controls communicated
            to us by M&K as disclosed in item 8A in our 2004 10-KSB filed on
            April 15, 2005.

Item 6.: Exhibits

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

            31.1  Certification of Chief Executive Officer of Periodic Report
                  pursuant to Rule 13a-14a and Rule 15d-14(a).

            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.


                                       13
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.

Dated: May 23, 2005               110 MEDIA GROUP, INC.


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



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


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