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
      June 30, 2005                                Commission File No. 000-29462

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

              Delaware                                    13-4127624
     -----------------------------                    -------------------
      (State or jurisdiction of                          (IRS Employer
     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 August 10, 2005 was 25,973,980.


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


<PAGE>


                         PART I - FINANCIAL INFORMATION

Item 1:  Financial Statements (Unaudited)


Condensed Consolidated Balance Sheet                                 F-1

Condensed Consolidated Statements of Operations                      F-2

Condensed Consolidated Statements of Cash Flows                      F-3

Notes to the Condensed Consolidated Financial Statements             F4-F19


<PAGE>


                                         110 MEDIA GROUP, INC. AND SUBSIDIARY

                                         CONDENSED CONSOLIDATED BALANCE SHEET
                                                                  (UNAUDITED)
                                                                June 30, 2005
--------------------------------------------------------------------------------
                                       ASSETS
                                       ------
CURRENT ASSETS
--------------
Cash                                                              $     3,555
Restricted cash                                                        (1,000)
Prepaid expenses and other current assets                               5,917
                                                                  -----------

Total Current Assets                                                    8,471

PROPERTY AND EQUIPMENT, Net                                             8,152
--------------------------
OTHER ASSETS
------------
Intangible assets, net of accumulated amortization of $85,777         330,223

TOTAL ASSETS                                                      $   346,846
                                                                  ===========

                      LIABILITIES AND STOCKHOLDERS' DEFICIENCY
                      ----------------------------------------
CURRENT LIABILITIES
-------------------
Convertible debentures                                            $   130,000
Accounts Payable and Accrued Expenses                                 473,901
Notes payable to Global Reach - current portion                        91,391
Due to stockholders and affiliates                                    758,510
                                                                  -----------

TOTAL CURRENT LIABILITIES                                           1,453,802

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                                                (187,500)
Additional paid in capital                                          2,222,880
Accumulated Deficit                                                (3,604,966)
                                                                  -----------
TOTAL STOCKHOLDERS' DEFICIENCY                                     (1,547,511)
                                                                  -----------
TOTAL LIABILITIES AND
STOCKHOLDERS' DEFICIENCY                                          $   346,846
                                                                  ===========

The  Accompanying  Notes Are An Integral  Part Of These  Consolidated  Financial
Statements


                                      F-1
<PAGE>


                                            110 MEDIA GROUP, INC. AND SUBSIDIARY

                                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                                                     (UNAUDITED)
--------------------------------------------------------------------------------
                                                    For the Six Months Ended
                                                           June 30,
                                                  2005               2004
                                             -----------------------------------
REVENUE                                      $       108,700    $         3,758
------------------------------------------   ---------------    ---------------

COSTS AND EXPENSES
Cost of revenue                                       74,671              9,159
Compensatory element of stock transactions           257,487             89,219
Depreciation and amortization                         77,119              9,274
Selling and administrative expenses                  701,202            405,489
                                             ---------------    ---------------

TOTAL COSTS AND EXPENSES                           1,110,478            513,141
                                             ---------------    ---------------

OPERATING LOSS                                    (1,001,778)          (509,383)
                                             ---------------    ---------------

OTHER EXPENSES
Interest                                              97,458            633,151
                                             ---------------    ---------------

NET LOSS                                     $    (1,099,236)   $    (1,142,534)
                                             ===============    ===============

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

Net loss applicable to common shareholders   $    (1,099,236)   $    (1,142,534)
                                             ===============    ===============

Basic and Diluted Net Loss Per Share         $         (0.05)   $         (0.29)
                                             ===============    ===============

Weighted Average Number of Common
Shares Outstanding - Basic and Diluted            21,811,384          3,880,609
                                             ===============    ===============

The  Accompanying  Notes Are An Integral  Part Of These  Consolidated  Financial
Statements


                                      F-2
<PAGE>


                                            110 MEDIA GROUP, INC. AND SUBSIDIARY

                                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                                                     (UNAUDITED)
--------------------------------------------------------------------------------
                                                  For the Three Months Ended
                                                           June 30,
                                                    2005               2004
                                             -----------------------------------
REVENUE                                      $        62,992    $         1,867
-------                                      ---------------    ---------------

COSTS AND EXPENSES
------------------
Cost of revenue                                       19,452              5,012
Compensatory element of stock transactions            42,861             89,219
Depreciation and amortization                         38,560              4,728
Selling and administrative expenses                  330,484            225,595
                                             ---------------    ---------------

TOTAL COSTS AND EXPENSES                             431,357            324,554
                                             ---------------    ---------------

OPERATING LOSS                                      (368,365)          (322,687)
                                             ---------------    ---------------

OTHER EXPENSES
--------------
Interest                                              50,472            452,387
                                             ---------------    ---------------

NET LOSS                                     $      (418,837)   $      (775,074)
                                             ===============    ===============

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

Net loss applicable to common shareholders   $      (418,837)   $      (775,074)
                                             ===============    ===============

Basic and Diluted Net Loss Per Share         $         (0.02)   $         (0.13)
                                             ===============    ===============

Weighted Average Number of Common
Shares Outstanding - Basic and Diluted            22,073,981          6,035,977
                                             ===============    ===============

The  Accompanying  Notes Are An Integral  Part Of These  Consolidated  Financial
Statements


                                      F-3
<PAGE>


                                            110 MEDIA GROUP, INC. AND SUBSIDIARY

                                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                                     (UNAUDITED)

                                                      For the Six Months Ended
                                                               June 30,
                                                           2005          2004
                                                      -------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
------------------------------------
Net loss                                              $(1,099,236)  $(1,142,534)
                                                      -----------   -----------
 Adjustments to reconcile net loss to net cash
   provided by (used in) operating activities:
     Amortization of deferred financing costs                  --        76,000
     Amortization of deferred debt discount               527,100
     Exercise of Stock Options as Repayment of Debt            --            --
     Depreciation and amortization                         77,119         9,274
     Compensatory element of stock transactions           257,486        89,219
   Changes in operating assets and liabilities:
     Video Library                                             --       (10,872)
     Prepaid expenses and other current assets              5,050          (109)
     Accrued Accounts Receivable                              426
     Accrued expenses and other current liabilities       106,589        69,226
                                                      -----------   -----------

       TOTAL ADJUSTMENTS                                  446,244       760,264
                                                      -----------   -----------

       NET CASH USED IN OPERATING
         ACTIVITIES                                      (652,992)     (382,270)
                                                      -----------   -----------

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

       NET CASH (USED IN) PROVIDED BY
         INVESTING ACTIVITIES                             (16,000)       (6,203)
                                                      -----------   -----------

CASH FLOWS FROM FINANCING ACTIVITIES
------------------------------------
Proceeds of loans from shareholder                        550,726       100,000
Proceeds from Escrow                                      109,500
 Advances to affiliate                                         --            --
Repayment of principal on debt                             (8,609)           --
                                                      -----------   -----------

       NET CASH PROVIDED BY (USED IN)
         FINANCING ACTIVITIES                         $   651,617   $   100,000
                                                      -----------   -----------

The  Accompanying  Notes Are An Integral  Part Of These  Consolidated  Financial
Statements


                                      F-4
<PAGE>


                                            110 MEDIA GROUP, INC. AND SUBSIDIARY

                                CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED
                                                                     (UNAUDITED)

                                                      For the Six Months Ended
                                                              March 31,
                                                         2005           2004
                                                     ---------------------------
NET (DECREASE) INCREASE  IN CASH                     $   (17,375)   $  (288,473)

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

CASH - Ending                                        $     3,555    $    26,402
----                                                 ===========    ===========

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

 Non-cash investing and financing activities:

Repayment of Debt through issuance of Common Stock       (75,000)       687,000
Conversion of accrued liabilities                         69,226
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             --

The  Accompanying  Notes Are An Integral  Part Of These  Consolidated  Financial
Statements


                                      F-5
<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 six months ended June 30, 2005, the Company had a
      net loss of approximately $1,100,000. 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 six months  ended June 30, 2005 the  Company  received  $551,000  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-6
<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.

                                                        For the Six Months
                                                               Ended
                                                              June 30,
                                                   ----------------------------
                                                        2005           2004
                                                   ------------    ------------
  Net loss applicable to common stockholders,
    As reported                                    $ (1,099,236)   $ (1,142,534)

  Add:  stock-based employee compensation
          expense included in reported net loss
          applicable to common stockholders             257,486          89,219

  Less:  total stock-based employee
            compensation expense determined
            under the fair value-based method of
            all awards                                 (257,486)        (89,219)
                                                   ------------    ------------

  Proforma Net Loss Applicable to Common
    Stockholders                                   $ (1,099,236)   $ (1,142,534)
                                                   ============    ============

Weighted Average Number of Common
      Shares Outstanding - Basic and Diluted         21,811,384       3,880,609
                                                   ============================

  Basic and Diluted Net Loss Applicable to
    Common Stockholders:
      As reported                                  $      (0.05)   $      (0.29)
                                                   ============    ============
      Proforma                                     $      (0.05)   $      (0.29)
                                                   ============    ============


                                      F-7
<PAGE>


                                            110 MEDIA GROUP, INC. AND SUBSIDIARY

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

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

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

Computer equipment                                       $     12,977
Office equipments                                               1,740
                                                         ------------
Total                                                          14,717

Less: accumulated depreciation                                 (6,565)
                                                         ------------

Property and Equipment, Net                              $      8,152
                                                         ============

      Depreciation  expense  for the  period  ended  June 30,  2005 and 2004 was
      $2,453 and $4,728, 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-8
<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 June 30, 2005 was $66,666.

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

      Convertible debentures at June 30, 2005 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


                                      F-9
<PAGE>


                                            110 MEDIA GROUP, INC. AND SUBSIDIARY

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

NOTE 6 - Convertible Debentures, continued
         ----------------------


      c.    Convertible debentures, due November 30, 2004, bearing interest at a
            rate at 7% per annum.  In November  2003,the  Company  completed the
            sale of 7%  Convertible  Debentures  resulting in gross  proceeds of
            $575,000. Pursuant to the agreement, on June 4, 2004, the debentures
            were converted into 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               $        --
                                                                ===========


                                      F-10
<PAGE>


                                            110 MEDIA GROUP, INC. AND SUBSIDIARY

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

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

      As of June 30, 2005 Raymond  Barton,  CEO and Timothy  Schmidt,  President
      advanced  the  Company  $29,566  and  $34,566,  respectively,  for working
      capital  purposes,  evidenced by secured  promissory notes. The notes bear
      interest at 8% per annum and are due November 5, 2005.

      As of June 30, 2005, a stockholder,  Steven Horowitz, advanced the Company
      $550,726 for working capital purposes.  The Company agreed to pay interest
      at 8% per annum and the notes are all due July 31, 2005. Mr.  Horowitz has
      extend the notes 90 days.

      Accrued interest as of June 30, 2005 on these notes amounted to $17,492.84
      and is included in accounts payable and accrued expenses.

NOTE 8 - Accounts Payable and Accrued Expenses
         ----------------------------------------

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

      Interest                                  $ 77,145
      Professional fees                           42,000
      Liquidating damages                        149,500
      Accrued Compensation                        59,731
      Other                                      145,525
                                                --------

                                                $473,901
                                                ========


                                      F-11
<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
      June 30, 2005 amounted to $0.00.

      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 has been adjusted to reflect the 0.75 stock split affected
      in the form of a dividend in July 2004.

      In November  2004,  the Company  granted to two related party  consultants
      warrants to purchase a total of 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-12
<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 June 30, 2005                             3,910,721
                                                                       =========


                                      F-13
<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 June 30, 2005
      approximate the security  deposits retained by the landlords in accordance
      with these lease agreements.

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

                For the Twelve Months Ending
                          December 31,                      Amount
                ----------------------------------------------------
                 July 1 to Dec. 31 2005                    $ 11,250
                                   2006                      30,000
                                   2007                      32,000
                                   2008                      34,000
                                                           --------

                              Total                        $107,250
                                                           ========


                                      F-14
<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
                  ---------------------------------------------
                  July 1 to December 31 2005         $142,500
                                        2006          285,000
                                        2007          285,000
                                        2008           47,500
                                                     --------

                          Total                      $760,000
                                                     ========

      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:

           At the end of twelve months:             1,250,000
           At the end of eighteen 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 June
           30, 2005 Stock based compensation of $ 187,500 has been recognized.


                                      F-15
<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 20% 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 20% 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-16
<PAGE>


                                            110 MEDIA GROUP, INC. AND SUBSIDIARY

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

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

           Amended Employment Agreements - continued
           ------------------

      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 20% 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 August 19, 2004 the Company  entered into a consulting  agreement  with
      Internet Marketing Solutions.  The agreement calls for $10,000 plus 10% of
      consideration paid for future acquisitions introduced by the consultant to
      the Company.

      On September 16, 2004 the Company entered into a consulting agreement with
      Cioffi Business  Management  Services "CBMS". The consulting  agreement is
      for an  initial  term of three  (3)  months.  The  Company  has  agreed to
      compensate  CBMS $15,000 as well as issue the consultant  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 CBMS for a six- (6) month term ("Second  Term").  During the Second
      Term,  the Company has agreed to  compensate  CBMS  $30,000 and issued Mr.
      Cioffi  100,000 shares of its common stock under the Company's 2003 Equity
      Incentive Plan.

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


                                      F-17
<PAGE>


      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-18
<PAGE>


NOTE 11 - Subsequent Events
          ------------------------------

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

      During  the  term  of  Agreement,   Personal  Portals  will  have  primary
      responsibility  for the  management,  redesign  and  redevelopment  of the
      Company's web traffic  operations and  technology,  finance and accounting
      including but not limited to:

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

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


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

      4)    Negotiating agreements in the ordinary course of business;

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

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

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

      Pursuant  to the  Agreement,  the Company  will issue to Personal  Portals
      3,000,000  shares and its common stock $.001 per value.  Personal  Portals
      will also be paid a fee of Five Percent  (5%) of the net monthly  revenues
      of  the  Company's  business.  In  addition,   Personal  Portals  will  be
      reimbursed for all reasonable and approved out-of-pocket expenses incurred
      by in the performance of the services under the Agreement.


      On July 1, 2005 a convertible  promissory  note holder,  Michael  Gunther,
      assigned his $5,000 convertible promissory note from 110 Media Group, Inc.
      to Vanguard  Capital LLC and Blue Ridge  Services.  Blue Ridge Services in
      turn assigned its portion of the note to Spidey Consultants.  On August 9,
      2005, Vanguard Capital LLC and Spidey Consultants converted the note, plus
      accrued  interest of  approximately  $4,000 into an  aggregate  of 900,000
      shares of the Company's common stock.


                                      F-19
<PAGE>


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

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

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

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


                                      F-20
<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.

In July 2005,  pursuant  to a written  consent of a  majority  of the  Company's
shareholders,  the Company approved a reverse split of its outstanding shares at
a ratio of between  one-for-five  and  one-for-fifteen.  The Board of  Directors
believes  that the reverse  split is in the best interest of the Company and its
shareholders  because it will better  position the Company to make  acquisitions
which the Board feels is necessary for the Company to achieve successful growth.
The Company  will  consider  various  strategic  alternatives  available  to the
Company,  including,  whether the Company should remain independent and continue
to pursue its current strategy or a modified  strategy,  any proposals which may
be received or sought  involving  a possible  acquisition  of the Company by any
third party,  or the  disposition  of one or more of the Company's  assets.  The
Company has had  discussions  with the  potential  acquisition  candidates  both
within and outside the adult  entertainment  industry  (including Global Portals
Online, Inc.), but there are no binding commitments or agreements at this time.

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  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.


<PAGE>


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.

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


<PAGE>


      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."

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.


<PAGE>


Results of Operations

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


<TABLE>
<CAPTION>
                                                   Three Months                    Six Months
                                                   Ended June 30                   Ended June 30
                                           ----------------------------    ----------------------------
                                              2005             2004            2005            2004
                                           ------------    ------------    ------------    ------------
<S>                                        <C>             <C>             <C>             <C>
Revenues
     Website Revenue                       $     62,992    $      1,867    $    108,700    $      3,758
                                           ------------    ------------    ------------    ------------
      Total Revenue                        $     62,992    $      1,867    $    108,700    $      3,758

Costs and  Expenses
     Cost of Revenue                             19,452           5,012          74,671           9,159
     Selling, general and administrative        330,484         225,595         701,202         405,489
     Depreciation                                38,560           4,728          77,119           9,274
     Stock Based Compensation                    42,861          89,219         257,487          89,219
                                           ------------    ------------    ------------    ------------
     Total operating expenses                   431,357         324,554       1,110,478         513,141
                                           ------------    ------------    ------------    ------------
     Operating Loss                            (368,365)       (322,687)     (1,001,778)       (509,383)

Other Expense
     Interest                                    50,472         452,387          97,458         633,151

Net Loss                                   $   (418,837)   $   (775,074)   $ (1,099,236)   $ (1,142,534)
                                           ============    ============    ============    ============
</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 June 30, 2005 and 2004

Revenues

Our total  revenues were $62,992 for the quarter ended June 30, 2005 an increase
of $61,125 from the corresponding  period in 2004. All of our revenue during the
quarters  ended  June 30,  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.

Cost Of Revenues

Our cost of  revenues  was  $19,452  for the  quarter  ended June 30,  2005,  an
increase of $14,440 from the corresponding  period of 2004. The increase in cost


<PAGE>


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 $38,560 for the quarter ended June 30, 2005
an increase of $33,832 over the  corresponding  period in 2004.  The increase in
depreciation and amortization is a result of computer equipment  purchases which
is being  depreciated over 3 years as well as the amortizing of Web1000 property
which is also being amortized over 3 years.

Selling, General and Administrative

Selling, general and administrative expenses were $330,484 for the quarter ended
June 30, 2005,  an increase of $104,889 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 $50,472 for the quarter  ending June 30, 2005 a decrease of
$401,915  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.

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

Revenues

Our total  revenues  were  $108,700  for the six months  ended June 30,  2005 an
increase of $104,942 from the  corresponding  period in 2004. All of our revenue
during the period  ended June 30, 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.

Cost Of Revenues

Our cost of revenues was $74,671 for the period ended June 30, 2005, an increase
of  $65,512  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 $77,119 for the period ended June 30, 2005 an
increase  of $67,845  over the  corresponding  period in 2004.  The  increase in
depreciation and amortization is a result of computer equipment  purchases which


<PAGE>


are being  depreciated  over 3 years as well as the  amortizing  of the  Web1000
property which is also being amortized over 3 years.

Selling, General and Administrative

Selling,  general and administrative expenses were $701,202 for the period ended
June 30, 2005,  an increase of $295,713 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 $97,458 for the period  ending June 30, 2005 a decrease of
$535,693  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 June 30, 2005, our cash and cash equivalents totaled $3,555, as compared with
$26,402 at June 30, 2004.  This  decrease in cash was primarily due to increased
operating expenses as a result of the acquisition of the Web1000 property.

Net cash used in operating activities was $652,992 for the six months ended June
30, 2005  compared  to  $382,270  for the six months  ended June 30,  2004.  The
increase  in cash used  relates  to the hiring of  website  designers,  computer
graphic designers and additional  administrative staff required to implement the
Company's business plan.

Net cash used in investing activities was $ 16,000 for the six months ended June
30, 2005  compared to net cash used in  investing  activities  of $6,203 for the
same period last year.  The increase in cash used for investing  activities  was
due to the purchase of  additional  computers  which were  necessary  due to the
acquisition of the Web1000 property.

Net cash  provided  from  financing  activities  was $651,617 for the six months
ended June 30, 2005 as compared to net cash provided in financing  activities of
$100,000 for the six months ended June 30, 2004. The $651,617 represents the net
difference of proceeds from loans and the repayment of debt.

Going Concern

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.


<PAGE>


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.

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


<PAGE>


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.

      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


<PAGE>


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


<PAGE>


PART II - OTHER INFORMATION

Item 1:  Legal Proceedings

            None.

Item 2:  Changes in Securities

            (a)   None

            (b)   None

            (c)   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

            Pursuant  to a  written  consent  of a  majority  of  the  Company's
            shareholders,  the Company  approved an amendment  of the  Company's
            Certificate  of  Incorporation  which  will (a)  reverse  split  the
            outstanding  shares of the  Company's  Common  Stock,  at a ratio of
            between  one-for-five  and  one-for-fifteen;  and (b)  increase  the
            number of shares of Common Stock the Company is  authorized to issue
            to 100,000,000. The Board of Directors will ultimately determine the
            ratio of the reverse split which will be between the  aforementioned
            range.


<PAGE>


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
            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.

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

            During  the term of  Agreement,  Global  Portals  will have  primary
            responsibility for the management, redesign and redevelopment of the
            Company's  web  traffic  operations  and  technology,   finance  and
            accounting including but not limited to:

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

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

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


<PAGE>


            iv.   Negotiating agreements in the ordinary course of business;

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

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

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

            Pursuant  to the  Agreement,  the Company  issued to Global  Portals
            3,000,000  shares  and its  common  stock  $.001 per  value.  Global
            Portals  will  also be paid a fee of  Five  Percent  (5%) of the net
            monthly  revenues of the  Company's  business.  In addition,  Global
            Portals  will  be  reimbursed   for  all   reasonable  and  approved
            out-of-pocket  expenses  incurred  by  in  the  performance  of  the
            services under the Agreement.

            On  July 1,  2005 a  convertible  promissory  note  holder,  Michael
            Gunther,  assigned his $5,000  convertible  promissory note from 110
            Media Group,  Inc. to Vanguard  Capital LLC and Blue Ridge Services.
            Blue Ridge  Services  in turn  assigned  its  portion of the note to
            Spidey  Consultants.  On August 9, 2005,  Vanguard  Capital  LLC and
            Spidey  Consultants  converted  the note,  plus accrued  interest of
            approximately  $4,000  into an  aggregate  of 900,000  shares of the
            Company's common stock.


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.


<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:   August 12, 2005      110 MEDIA GROUP, INC.


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


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