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 EndedSeptember
                30, 2007
            Commission
                File No. 000-29462





**WEB2
      CORP**


(Exact
      name of Registrant as specified in its Charter)





Delaware
            
            13-4127624(State
                or jurisdiction of incorporation or organization)
            
            (IRS
                Employer Identification No.)100
                West Lucerne Circle, Suite 600, Orlando, Florida
            
            32801(Address
                of Principal Executive Office)
            
            (Zip
                Code)





Registrant’s
      telephone number, including area code:   (407)
      540-0452





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





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





Yes x   No
o





The
      number of shares issued and outstanding of the Registrant’s Common Stock, $.001
      par value, as of October 31, 2007 was **** 41,423,889.











**PART
      I - FINANCIAL INFORMATION**





**Item
      1:**  **Financial
      Statements (Unaudited)**




Condensed
                Consolidated Balance Sheet
            
            
            F-1Condensed
                Consolidated Statements of Operations Six Months
            
            
            F-2Condensed
                Consolidated Statements of Operations Three Months
            
            
            F-3Condensed
                Consolidated Statements of Cash Flows
            
            
            F-4Notes
                to the Condensed Consolidated Financial Statements
            
            
            F6-F14









WEB2
      CORP
      AND SUBSIDIARY


CONDENSED
      CONSOLIDATED BALANCE SHEET


**(Unaudited)**




September 30, 2007ASSETSCURRENT
                ASSETSCash
            
            $
            3,493Accounts
                receivable - net (related parties)
            
            
            300Total
                Current Assets
            
            
            3,793PROPERTY
                AND EQUIPMENT,Net
            
            
            337,897Other
                assets
            
            
            7,045TOTAL
                ASSETS
            
            $
            348,735LIABILITIES
                AND STOCKHOLDERS' DEFICIENCYCURRENT
                LIABILITIESCash
                overdraft
            
            $
            657Accounts
                payable and accrued expenses
            
            
            841,041Convertible
                debentures
            
            
            310,000Due
                to stockholders and affiliates
            
            
            2,275,098TOTAL
                CURRENT LIABILITIES
            
            
            3,426,796COMMITMENTS
                AND CONTINGENCIES (Note 7)STOCKHOLDERS'
                DEFICIENCYCommon
                stock - $0.001 par value; 100,000,000 sharesauthorized;
                41,423,889 shares issued and outstanding
            
            
            41,424Treasury
                stock (33,333 shares @$1.05)
            
            
            (35,000
            )Additional
                paid in capital
            
            
            9,728,138Accumulated
                deficit
            
            
            (12,812,623
            )TOTAL
                STOCKHOLDERS' DEFICIENCY
            
            
            (3,078,061
            )TOTAL
                LIABILITIES ANDSTOCKHOLDERS'
                DEFICIENCY
            
            $
            348,735




The
      Accompanying Notes Are An Integral Part Of These Condensed Consolidated
      Financials Statements ****




F-1




WEB2
      CORP
      AND SUBSIDIARY


CONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONS


**(Unaudited)**





For
                  the Nine Months Ended
                September
                        302007
            
            2006REVENUE
            
            $
            418,417
            
            $
            443,316COSTS
                AND EXPENSESCost
                of revenue
            
            
            43,305
            
            
            475,883Compensatory
                element of stock
            
            
            99,000
            
            
            240,588Depreciation
                and amortization
            
            
            161,944
            
            
            174,118Selling
                and administrative expenses
            
            
            1,475,065
            
            
            549,469TOTAL
                COSTS AND EXPENSES
            
            
            1,779,314
            
            
            1,440,058OPERATING
                LOSS
            
            
            (1,360,897
            )
            
            (996,742
            )OTHER
                INCOME (EXPENSES)Interest
            
            
            (320,759
            )
            
            (245,619
            )Bad
                debt expense
            
            
            (249,269
            )
            
            —Preferred
                dividend series AA
            
            
            -
            
            
            (18,942
            )NET
                LOSS
            
            $
            (1,930,925
            )
            $
            (1,261,303
            )Basic
                and Diluted Net Loss Per Share
            
            $
            (0.06
            )
            $
            (0.08
            )Weighted
                Average Number of CommonShares
                Outstanding - Basic and Diluted
            
            
            32,326,968
            
            
            16,670,208




The
      Accompanying Notes Are An Integral Part Of These Condensed Consolidated
      Financials Statements ****




F-2




WEB2
      CORP
      AND SUBSIDIARY


CONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONS


**(Unaudited)**





For the Three Months EndedSeptember 302007
            
            2006REVENUE
            
            $
            68,631
            
            $
            180,252COSTS
                AND EXPENSESCost
                of revenue
            
            
            18,248
            
            
            196,457Compensatory
                element of stock
            
            
            —
            
            
            41,250Depreciation
                and amortization
            
            
            53,838
            
            
            58,976Selling
                and administrative expenses
            
            
            323,616
            
            
            238,595TOTAL
                COSTS AND EXPENSES
            
            
            395,702
            
            
            535,278OPERATING
                LOSS
            
            
            (327,071
            )
            
            (355,026
            )OTHER
                INCOME (EXPENSES)Interest
            
            
            (76,398
            )
            
            (87,466
            )Bad
                debt expense
            
            
            (249,269
            )
            
            —Preferred
                dividend series AA
            
            
            -
            
            
            (3,912
            )NET
                LOSS
            
            $
            (403,469
            )
            $
            (446,404
            )Basic
                and Diluted Net Loss Per Share
            
            $
            (0.01
            )
            $
            (0.02
            )Weighted
                Average Number of CommonShares
                Outstanding - Basic and Diluted
            
            
            32,314,815
            
            
            18,206,122




The
      Accompanying Notes Are An Integral Part Of These Condensed Consolidated
      Financials Statements ****


F-3




WEB2
      CORP
      AND SUBSIDIARY


(Unaudited)


CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS


For the Nine Months EndedSeptember 302007
              
              2006CASH
                  FLOWS FROM OPERATING ACTIVITIESNet
                  loss
              
              $
              (1,930,925
              )
              $
              (1,261,303
              )Adjustments
                  to reconcile net loss to netcash used in operating activities:Deferred
                  preferred dividend
              
              
              —
              
              
              18,942Depreciation
                  and amortization
              
              
              161,944
              
              
              174,118Bad
                  debt expenses
              
              
              249,269
              
              
              —Compensatory
                  element of stock transactions
              
              
              99,000
              
              
              240,588Changes
                  in operating assets and liabilities:Prepaid
                  expenses and other current assets
              
              
              (5
              )
              
              (220,007
              )Accounts
                  receivable
              
              
              (41,551
              )
              
              —Accounts
                  payable and accrued expenses
              
              
              (201,508
              )
              
              272,409NET
                  CASH USED IN OPERATINGACTIVITIES
              
              
              (1,663,776
              )
              
              (775,253
              )CASH
                  FLOWS FROM INVESTING ACTIVITIESPurchase
                  of property and equipment
              
              
              (13,557
              )
              
              (47,250
              )Purchase
                  of ByIndia
              
              
              —
              
              
              (40,000
              )Cash
                  received in recapitalization
              
              
              —
              
              
              (5,759
              )NET
                  CASH USED ININVESTING
                  ACTIVITIES
              
              
              (13,557
              )
              
              (93,009
              )CASH
                  FLOWS FROM FINANCING ACTIVITIESCash
                  overdraft
              
              
              657
              
              
              —Proceeds
                  of loans from shareholder
              
              
              1,665,900
              
              
              507,500Proceeds
                  from sale of common stock
              
              
              —
              
              
              106,000Proceeds
                  from Bridge Loan
              
              
              —
              
              
              149,500NET
                  CASH PROVIDED BYFINANCING
                  ACTIVITIES
              
              $
              1,666,557
              
              $
              763,000


The
        Accompanying Notes Are An Integral Part Of These Condensed Consolidated
        Financials Statements ****
  F-4
 
 WEB2
        CORP
        AND SUBSIDIARY
 (Unaudited)
 CONDENSED
        CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED
 
 For the Nine Months EndedSeptember 302007
              
              2006NET
                  INCREASE IN CASH
              
              $
              (10,776
              )
              $
              (105,262
              )CASH
                  -Beginning
              
              
              14,269
              
              
              141,764CASH
                  -Ending
              
              $
              3,493
              
              $
              36,502SUPPLEMENTAL
                  DISCLOSURES OF CASH FLOW INFORMATIONCash
                  paid during the years for:Interest
              
              $
              -
              
              $
              -Taxes
              
              $
              —
              
              $
              311Non-cash
                  investing and financing activities:Conversion
                  of debt to equity
              
              $
              2,758,444
              
              $
              520,513Conversion
                  of preferred stock
              
              $
              -
              
              $
              102,732Issuance
                  of common stock in connection with employment agreements
              
              $
              -
              
              $
              30,000
  The
                  Accompanying Notes Are An Integral Part Of These Condensed Consolidated
                  Financials Statements
  F-5


**WEB2
      CORP AND SUBSIDIARY**




**(formerly
      110 Media Group, Inc.)**




**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**







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




The
      accompanying consolidated financial statements have been prepared using
      generally accepted accounting principles applicable to a going concern which
      contemplates the realization of assets and liquidation of liabilities in the
      normal course of business. As reported in the consolidated financial statements,
      the Company has incurred losses of approximately $12,812,623 from inception
      of
      the Company through September 30, 2007, has negative cash flows from operations,
      and is in default on certain convertible notes payable. The Company's
      stockholders' deficiency at September 30, 2007 was $3,078,061 and its current
      liabilities exceeded its current assets by $3,423,003.These factors combined,
      raise substantial doubt about the Company's ability to continue as a going
      concern. Management's plans to address and alleviate these concerns are as
      follows:




The
      Company's management continues to develop a strategy of exploring all options
      available to it so that it can develop successful operations and have sufficient
      funds to be able to operate over the next twelve months. As a part of this
      plan,
      management is currently in negotiations with their target industries' key
      players to develop additional business opportunities. In addition, management
      is
      exploring options in order to raise additional operating capital through debt
      and/or equity financing. No assurance can be given that funds will be available,
      or, if available, that it will be on terms deemed satisfactory to
      management.




The
      ability of the Company to continue as a going concern is dependent upon its
      ability to successfully accomplish the plans described in the preceding
      paragraph and eventually attain profitable operations. The accompanying
      consolidated financial statements do not include any adjustments relating to
      the
      recoverability and classification of asset carrying amounts or the amount and
      classification of liabilities that might result from the outcome of these
      uncertainties.


F-6




**WEB2
      CORP AND SUBSIDIARY**




**(formerly
      110 Media Group, Inc.)**




**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**







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




This
      summary of significant accounting policies of the Company is presented to assist
      in understanding the Company's financial statements. The financial statements
      and notes are representations of the Company's management who are responsible
      for their integrity and objectivity. These accounting policies conform to
      accounting principles generally accepted in the United States of America and
      have been consistently applied in the preparation of the financial statements.
      The following policies are considered to be significant:




a.
      Accounting Method




The
      Company recognizes income and expenses based on the accrual method of
      accounting. Accordingly, revenues are recognized when earned and expenses are
      recognized when incurred. The Company has elected a December 31
      year-end.




b.
      Cash
      and Cash Equivalents




Cash
      equivalents are generally comprised of certain highly liquid investments with
      original maturities of less than three months.




c.
      Use of
      Estimates in the Preparation of Consolidated Financial Statements




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


F-7




**WEB2
      CORP AND SUBSIDIARY**




**(formerly
      110 Media Group, Inc.)**




**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**







**NOTE
      2 - Summary of Significant Accounting Policies,
      continued**




d.
      Revenue Recognition Policy




Revenue
      recognized through September 30, 2007 represents revenue from its redirect
      traffic and other media entertainment. The Company receives a fee for revenue
      generated under the sale of other media entertainment that is recognized upon
      shipment of the merchandise. Sales generated from list services are recognized
      upon completion of services. Revenues generated from Web1000.com site consists
      of monthly fees paid to the Company for redirect traffic.




e.
      Allowance for Doubtful Accounts




Accounts
      receivable are recorded net of the allowance for doubtful accounts. The Company
      generally offers 30-day credit terms on sales to its customers and requires
      no
      collateral. The Company maintains an allowance for doubtful accounts which
      is
      determined based on a number of factors, including each customer's financial
      condition, general economic trends and management judgment. As of September
      30,
      2007, the allowance for doubtful accounts was $372,460. Bad debt expense was
      $249,269 for the period ended September 30, 2007 and -0- for the period ended
      September 30, 2006.




f.
      Basic
      Net Loss per Share of Common Stock




In
      accordance with Financial Accounting Standards No. 128, "Earnings per Share,"
      basic net loss per common share is based on the weighted average number of
      common shares and common share equivalents outstanding during the periods
      presented. Diluted earnings per share is computed using weighted average number
      of common shares plus dilutive common share equivalents outstanding during
      the
      period.





Nine
                Months Ended
              September
                30,2007
            
            2006Net
                loss (numerator)
            
            $
            (1,930,925
            )
            $
            (1,261,303
            )Weighted
                average shares outstanding (denominator)
            
            
            32,326,968
            
            
            16,670,208Net
                loss per share amount
            
            $
            (0.06
            )
            $
            (0.08
            )




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 SharesConvertible
                debentures (assumed conversion at $.15)
            
            
            61,905Warrants
                to purchase common stock - finders
            
            
            1,750Warrants
                to purchase common stock - debentures
            
            
            33,542Warrants
                issued to consultant
            
            
            16,667Total
                as of September 30, 2007
            
            
            113,864


F-8




**WEB2
      CORP AND SUBSIDIARY**




**(formerly
      110 Media Group, Inc.)**




**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**







**NOTE
      2 - Summary of Significant Accounting Policies,
      continued**




g.
      Recent
      Accounting Pronouncements





In
      February 2006, the FASB issued SFAS No. 155, “Accounting for Certain Hybrid
      Financial Instruments — an amendment of FASB Statements No. 133 and 140.” SFAS
      155 amends SFAS No. 133, “Accounting for Derivative Instruments and Hedging
      Activities” and SFAS No. 140, “Accounting for Transfers and Servicing of
      Financial Assets and Extinguishments of Liabilities” and related
      interpretations. SFAS 155 permits fair value re-measurement for any hybrid
      financial instrument that contains an embedded derivative that otherwise would
      require bifurcation and clarifies which interest-only strips and principal-only
      strips are not subject to recognition as liabilities. SFAS 155 eliminates the
      prohibition on a qualifying special-purpose entity from holding a derivative
      financial instrument that pertains to a beneficial interest other than another
      derivative financial instrument. SFAS 155 is effective for the Company for
      all
      financial instruments acquired or issued beginning January 1, 2007. The adoption
      of this standard is not expected to have a material effect on the Company's
      financial position or results of operations.





In
      March
      2006, the FASB issued SFAS No. 156, “Accounting for Servicing of Financial
      Assets - an amendment of FASB Statement No. 140.” SFAS 156 requires an entity to
      recognize a servicing asset or servicing liability each time it undertakes
      an
      obligation to service a financial asset. It also requires all separately
      recognized servicing assets and servicing liabilities to be initially measured
      at fair value, if practicable. SFAS 156 permits an entity to use either the
      amortization method or the fair value measurement method for each class of
      separately recognized servicing assets and servicing liabilities. SFAS 156
      is
      effective for the Company as of January 1, 2007. The adoption of this standard
      is not expected to have a material effect on the Company's financial position
      or
      results of operations.




In
      March,
      2006, the FASB issued Interpretation No. 48, (“FIN 48”) *Accounting
      for Uncertainty in Income Taxes* ,
      an
      interpretation of SFAS No. 109, *Accounting
      for Income Taxes* .
      FIN 48
      prescribes criteria for the recognition and measurement of a tax position taken
      or expected to be taken in a tax return. Accordingly, tax positions are analyzed
      to determine whether it is more likely than not they will be sustained when
      examined by the appropriate tax authority. Positions that meet the
      more-likely-than-not criteria are measured to determine the amount of benefit
      to
      be recognized, whereas those positions that do not meet the more-likely-than-not
      criteria are derecognized in the financial statements. The adoption of FIN
      48
      has not materially affected the Company’s reported loss, financial condition, or
      cash flows.





In
      September, 2006, the FASB issued SFAS No. 157, *Fair
      Value Measurements* .
      The
      statement defines fair value, determines appropriate measurement methods, and
      expands disclosure requirements about those measurements. The adoption of SFAS
      No. 157 has not materially affected the Company’s reported loss, financial
      condition, or cash flows.





In
      September, 2006, the FASB issued SFAS No. 158, *Employers’
      Accounting for Defined Benefit Pension and Other Postretirement
      Plans* .
      This
      statement requires an employer to recognize the overfunded or underfunded status
      of a defined benefit postretirement plan as an asset or liability in its
      statement of financial position and to recognize changes in that funded status
      in the year of change through comprehensive income. In addition, SFAS No. 158
      requires an employer to measure the funded status of a plan as of the date
      of
      its year-end statement of financial position. The adoption of SFAS No. 158
      has
      not materially affected the Company’s reported loss, financial condition, or
      cash flows.


F-9




**WEB2
      CORP AND SUBSIDIARY**




**(formerly
      110 Media Group, Inc.)**




**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**







**NOTE
      2 - Summary of Significant Accounting Policies,
      continued**




h.
      Income
      Taxes




The
      Company accounts for income taxes in accordance with Statement of Financial
      Accounting Standards Board (SFAS) No. 109, "Accounting for Income Taxes." Under
      this method, deferred income taxes are determined based on the difference
      between the financial statement and tax bases of assets and liabilities using
      enacted tax rates in effect for the year in which differences are expected
      to
      reverse. In accordance with the provisions of SFAS No. 109, a valuation
      allowance would be established to reduce deferred tax assets if it were more
      likely than not that all or some portion of such deferred tax assets would
      not
      be realized. A full allowance against deferred tax assets was provided as of
      September 30, 2007.




Due
      to
      the change in ownership provisions of the Tax Reform Act of 1986, net operating
      loss carryforwards for Federal income tax reporting purposes are subject to
      annual limitations. Should a change in ownership occur, net operating loss
      carryforwards may be limited as to its future use by the Company.




i.
      Advertising Costs




Advertising
      costs are expensed as incurred. For the periods ended September 30, 2007 and
      2006 advertising expenses were $50,701 and $23,343, respectively.




j.
      Principles of Consolidation




The
      consolidated financial statements include the accounts of Web2 Corp and its
      wholly-owned subsidiary Global Portals Online, Inc. from the date of the merger.
      All significant intercompany accounts and transactions have been eliminated
      in
      the consolidation.


F-10




**WEB2
      CORP AND SUBSIDIARY**




**(formerly
      110 Media Group, Inc.)**




**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**







**NOTE
      3 - Property and Equipment, Net**




Property
      and equipment are stated at cost less accumulated depreciation. Depreciation
      is
      calculated using the straight-line method over the estimated useful lives of
      the
      assets. When assets are disposed of, the cost and accumulated depreciation
      (net
      book value of the assets) are eliminated and any resultant gain or loss
      reflected accordingly. Betterments and improvements are capitalized over their
      estimated useful lives whereas repairs and maintenance expenditures on the
      assets are charged to expense as incurred.




Property
      and equipment consists of the following at September 30, 2007:





Computer
                equipment
            
            $
            372,602Office
                equipment
            
            
            12,168Websites
            
            
            653,000Total
            
            
            1,037,770Less:
                accumulated depreciation
            
            
            (699,873
            )Property
                and Equipment, Net
            
            
            337,897







Depreciation
      and amortization expense for the period ended September 30, 2007 and 2006 was
      $161,944 and $174,118, respectively.


F-11




**WEB2
      CORP AND SUBSIDIARY**




**(formerly
      110 Media Group, Inc.)**




**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**







**NOTE
      4 - Convertible Debentures**




Convertible
      debentures at September 30, 2007 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.
            
            $
            100,000b.
                On July 18, 2006 the Company entered into a convertible debt agreement
                with Empire Financial Group, Inc. , due one year from closing, bearing
                interest at 15% per annum. The dentures contain a provision for
                conversion, at the holder’s option including accrued interest at a
                conversion price 50% of the price of the shares sold in a secondary
                offering. The convertible includes a warrant in the event they have
                not
                converted in the secondary offering, or if no such offering shall
                have
                been completed, to purchase one dollars’ worth of common stock for every
                two dollars of debenture principal purchased by them in the Offering,
                at
                an exercise price for 120% of the closing bid price of shares of
                Common
                Stock on the date hereof.
            
            
            210,000Total
                convertible debentures
            
            
            310,000Less:
                current portion
            
            
            310,000Long-Term,
                Net of Current Portion
            
            $
            —


F-12




**WEB2
      CORP AND SUBSIDIARY**




**(formerly
      110 Media Group, Inc.)**




**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**







**NOTE
      5 - Notes Payable to Stockholders**




As
      of
      September 30, 2007, certain stockholders had advanced to the Company $3,721,851
      for working capital purposes. The Company agreed to pay interest at 8% per
      annum
      and the notes are all due November 15, 2006 (in default). Certain shareholders
      converted accrued interest of $101,717 and principal of $387,265 into 2,867,086
      shares of common. On December 7, 2006, a debt holder entered into an Amended
      and
      Restated Debt Conversion Agreement with the company. Pursuant to this agreement,
      among other things, the interest rate on certain convertible debt was increased
      from 8% to 18% effective as of June 9, 2004. On December 7, 2006 the debt holder
      converted principal and interest of $72,610 into 484,071 shares of the company’s
      common stock. On January 21, 2007 the debt holder converted principal and
      interest of $528,750 into 3,525,000 shares of the company’s common stock. On May
      23, 2007 the debt holder converted $1,860,000 into 12,400,000 shares of the
      company’s common stock. On June 21, 2007 the debt holder converted $187,500 into
      1,250,000 shares of the company’s common stock.




As
      of
      September 30, 2007 William Mobley, Chairman of the Board and Andre Ford,
      President advanced the Company $744,006 and $263,503, respectively. Interest
      at
      6% per annum and due in full January 2007 and currently in default. The company
      is renegotiating this note and has confidence an agreement will be
      finalized.




As
      of
      September 30, 2007 two stockholders advanced the Company $37,000 and $8,750,
      respectively. Interest at 6% per annum and due in full January 2007 and on
      demand, respectively. The company is renegotiating this note and has confidence
      an agreement will be finalized. The $37,000 note is currently in
      default.




As
      of
      September 30, 2007 related company advanced the Company $279,853. Interest
      at 6%
      per annum and due in full January 2007 and currently in default. The company
      is
      renegotiating this note and has confidence an agreement will be
      finalized.




Accrued
      interest as of September 30, 2007 on these notes amounted to $367,233 and is
      included in accounts payable and accrued expenses. (see Note 6)




**NOTE
      6 - Accounts Payable and Accrued Expenses** Accounts
      payable and accrued expenses at September 30, 2007 consist of the
      following:





Interest
            
            $
            451,557Payroll
                taxes payable
            
            
            55,553Accrued
                Compensation
            
            
            321,262Other
            
            
            12,668$
            841,041


F-13






**WEB2
      CORP AND SUBSIDIARY**




**(formerly
      110 Media Group, Inc.)**




**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**





**NOTE
      7 - Commitments and Contingencies**




**Employment
      Agreements**




On
      December 22, 2005 the Company entered into an employment agreement with William
      Mobley. The term of the agreement is for five (5) years commencing on December
      22, 2005. Mr. Mobley will serve as the Company's Chairman of the Board. During
      the term of the agreement, the Company shall pay Mr. Mobley an annual salary
      of
      $120,000 with adjustments governed by the Consumer Price Index. Mr. Mobley
      shall
      also be entitled to a performance bonus to be determined by the Board of
      Directors.




On
      December 22, 2005 the Company entered into an employment agreement with Andre
      Forde. The term of the agreement is for five (5) years commencing on December
      22, 2005. Mr. Ford will serve as the Company's President. During the term of
      the
      agreement, the Company shall pay Mr. Forde an annual salary of $120,000 with
      adjustments governed by the Consumer Price Index. Mr. Mobley shall also be
      entitled to a performance bonus to be determined by the Board of
      Directors.




**Consulting
      Agreements**




The
      Company has agreed to compensate CBMS $30,000 as well as issue the consultant
      30,000 shares of its common stock for each six (6) month term as renewed. During
      the term of the consulting agreement, the principal shareholder of the
      consultant, Mr. Darren J. Cioffi, will act as the Company's Chief Financial
      Officer.





**Purchase
      Agreement**




On
      July
      27, 2006 the Company signed a purchase agreement with Securenext Softwares
      Private Limited, an Indian Corporation to purchase Intellectual property for
      $80,000 dollars and 250,000 shares of common stock. As of September 30, 2007
      phase I, phase II and phase III of the purchase agreement has been completed
      and
      the company made a good faith payment of $80,000 and issuance of 250,000 shares
      of the company’s common stock per the agreement. No revenues or expenses have
      been realized as of June 30, 2007.




**Lease
      Obligations**




The
      Company leases 1,851 square feet of office space at 100 Lucerne Circle, Orlando
      Florida. The original agreement was dated February 10, 2004 and expired on
      February 9, 2006. The Company extended the lease on March 1, 2006 for an
      additional 24 months. The Company makes monthly lease payments of
      $4,348.




F-14




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


**RESULTS
      OF OPERATIONS OVERVIEW**





On
      December 22, 2005, the Company reorganized by entering into a stock purchase
      agreement with Global Portals Online, Inc. ("Global") whereby the Company issued
      11,442,446 shares of its common stock in exchange for all of the outstanding
      common stock of Global. Immediately prior to executing the stock purchase
      agreement the Company had 1,961,399 shares of common stock and 438,000 shares
      of
      Series AA preferred stock issued and outstanding. The reorganization was
      accounted for as a recapitalization of Global because the shareholders of Global
      controlled the Company immediately after the acquisition. Therefore, Global
      is
      treated as the acquiring entity. Accordingly there was no adjustment to the
      carrying value of the assets or liabilities of Global. The Company is the
      acquiring entity for legal purposes and Global is the surviving entity for
      accounting purposes. Effective July 26, 2006, the company's name was changed
      to
      Web2 Corp. Effective July 31, 2006, the company's symbol for listing on the
      Over
      the Counter bulletin board was changed to WBTO.




**CRITICAL
      ACCOUNTING POLICIES AND ESTIMATES**




The
      preparation of our condensed 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.




**REVENUE
      RECOGNITION**




Revenue
      recognized through September 30, 2007 represents revenue from its redirect
      traffic and other media entertainment. The Company receives a fee for revenue
      generated under the sale of other media entertainment that is recognized upon
      shipment of the merchandise. Sales generated from list services are recognized
      upon completion of services. Revenues generated from Web1000.com site consists
      of monthly fees paid to the Company for redirect traffic.




**RESULTS
      OF OPERATIONS -**




The
      following discussion relates to the historical financial statements of Web2
      Corp
      and subsidiary and should be read in conjunction with the consolidated financial
      statements and related notes.





Results
      of Operations – Comparison of Three Months Ending September 30, 2007 and
      2006




Net
      revenues decreased from $180,252 for the three months ended September 30, 2006
      to $68,631 for the period ended September 30, 2007. The decrease in revenues
      was
      a result of the suspension of certain revenue activities.




Depreciation
      and amortization decreased from $58,976 for the period ended September 30,
      2006
      to $53,838 for the period ended September 30, 2007. The decrease is expected
      based on our depreciation methods and certain assets becoming fully
      depreciated.




Selling,
      general and administrative expenses increased from $238,595 for the three months
      ended September 30, 2006, to $323,616 for the three month period ended September
      30, 2007. The increase is due to the addition of 10 employees, increase in
      office equipment and space needed to implement the company’s
      initiatives.




Interest
      expense decreased from $87,466 for the three months ended September 30, 2006,
      to
      $76,398 for the period ended September 30, 2007.The decrease is due to the
      conversion of certain convertible debentures.







Results
      of Operations – Comparison of Nine Months Ending September 30, 2007 and
      2006


Net
      revenues decreased from $443,316 for the nine months ended September 30, 2006
      to
      $418,417 for the period ended September 30, 2007. The decrease in revenues
      was a
      result of the suspension of certain revenue generating operations.




Depreciation
      and amortization decreased from $174,118 for the nine months ended September
      30,
      2006 to $161,944 for the period ended September 30, 2007. The decrease is
      expected based on our depreciation methods and certain assets becoming fully
      depreciated.




Selling,
      general and administrative expenses increased from $549,469 for the period
      ended
      September 30, 2006, to $1,475,065 for the nine months ended September 30, 2007.
      The increase is due to the addition of 10 employees, increase in office
      equipment and space needed to implement the company’s initiatives.




Interest
      expense increased from $245,619 for the period ended September 30, 2006, to
      $320,759 for the period ended September 30, 2007. The increase is due to the
      increase in borrowings to support operations.




**LIQUIDITY
      AND CAPITAL RESOURCES**




At
      September 30, 2007, our cash totaled $3,493 (not net of a cash overdraft of
      $657).




Net
      cash
      used in operating activities was $1,663,776 for the period ended September
      30,
      2007 compared to $775,253 for the period ended September 30, 2006. The increase
      in cash used relates to the company launching production
      initiatives.




Net
      cash
      used by Investing activities was $13,557 for the period ended September 30,
      2007
      compared to net cash used by investing activities of $ 93,009 for the same
      period last year. The decrease in cash flows from Investing Activities was
      due
      to fewer acquisitions of equipment needed to support operations.




Net
      cash
      provided from financing activities was $1,666,557 for the period ended September
      30, 2007 as compared to net cash provided in financing activities of $763,000
      for the period ended September 30, 2006. Of this $1,665,900 represents loans
      made to the Company by related parties and $657 represents a cash
      overdraft.




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 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.




**Lease
      Obligations**




The
      Company lease office 1,851 sq ft of office space at 100 Lucerne Circle, Orlando
      Florida. The original agreement was dated February 10, 2004 and expired on
      February 9, 2006. The Company extended the lease on March 1, 2006 for an
      additional 24 months.




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
      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.




**RECENT
      ACCOUNTING PRONOUNCEMENTS**


In
      February 2006, the FASB issued SFAS No. 155, “Accounting for Certain Hybrid
      Financial Instruments - an amendment of FASB Statements No. 133 and 140.” SFAS
      155 amends SFAS No. 133, “Accounting for Derivative Instruments and Hedging
      Activities” and SFAS No. 140, “Accounting for Transfers and Servicing of
      Financial Assets and Extinguishments of Liabilities” and related
      interpretations. SFAS 155 permits fair value re-measurement for any hybrid
      financial instrument that contains an embedded derivative that otherwise would
      require bifurcation and clarifies which interest-only strips and principal-only
      strips are not subject to recognition as liabilities. SFAS 155 eliminates the
      prohibition on a qualifying special-purpose entity from holding a derivative
      financial instrument that pertains to a beneficial interest other than another
      derivative financial instrument. SFAS 155 is effective for the Company for
      all
      financial instruments acquired or issued beginning January 1, 2007. The adoption
      of this standard is not expected to have a material effect on the Company's
      financial position or results of operations.





In
      March
      2006, the FASB issued SFAS No. 156, “Accounting for Servicing of Financial
      Assets - an amendment of FASB Statement No. 140.” SFAS 156 requires an entity to
      recognize a servicing asset or servicing liability each time it undertakes
      an
      obligation to service a financial asset. It also requires all separately
      recognized servicing assets and servicing liabilities to be initially measured
      at fair value, if practicable. SFAS 156 permits an entity to use either the
      amortization method or the fair value measurement method for each class of
      separately recognized servicing assets and servicing liabilities. SFAS 156
      is
      effective for the Company as of January 1, 2007. The adoption of this standard
      is not expected to have a material effect on the Company's financial position
      or
      results of operations.




In
      March,
      2006, the FASB issued Interpretation No. 48, (“FIN 48”) *Accounting
      for Uncertainty in Income Taxes* ,
      an
      interpretation of SFAS No. 109, *Accounting
      for Income Taxes* .
      FIN 48
      prescribes criteria for the recognition and measurement of a tax position taken
      or expected to be taken in a tax return. Accordingly, tax positions are analyzed
      to determine whether it is more likely than not they will be sustained when
      examined by the appropriate tax authority. Positions that meet the
      more-likely-than-not criteria are measured to determine the amount of benefit
      to
      be recognized, whereas those positions that do not meet the more-likely-than-not
      criteria are derecognized in the financial statements. The adoption of FIN
      48
      has not materially affected the Company’s reported loss, financial condition, or
      cash flows.




In
        September, 2006, the FASB issued SFAS No. 157, *Fair
        Value Measurements* .
        The
        statement defines fair value, determines appropriate measurement methods,
        and
        expands disclosure requirements about those measurements. The adoption of
        SFAS
        No. 157 has not materially affected the Company’s reported loss, financial
        condition, or cash flows.







In
      September, 2006, the FASB issued SFAS No. 158, *Employers’
      Accounting for Defined Benefit Pension and Other Postretirement
      Plans* .
      This
      statement requires an employer to recognize the overfunded or underfunded status
      of a defined benefit postretirement plan as an asset or liability in its
      statement of financial position and to recognize changes in that funded status
      in the year of change through comprehensive income. In addition, SFAS No. 158
      requires an employer to measure the funded status of a plan as of the date
      of
      its year-end statement of financial position. The adoption of SFAS No. 158
      has
      not materially affected the Company’s reported loss, financial condition, or
      cash flows.





**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, 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.





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.





**PART
      II - OTHER INFORMATION**





**Item
      1:**  **Legal
      Proceedings**




None.




**Item
      2:**  **Changes
      in Securities**





(a)  None





(b)  None





(c)  None





(d)  Not
      Applicable.





**Item
      3.:**  **Defaults
      upon Senior Securities**





None.





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





None





**Item
      5.:**  **Other
      Information**





None





**Item
      6.:**  **Exhibits**




(a)
            The
                following exhibits are filed as part of this report:31.1
            Certification
                of Chief Executive Officer of Periodic Reportpursuant
                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.


**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:
                  December 20, 2007
              **WEB2
                  CORP.**By:
              /s/ William MobleyWilliam
                  A. Mobley, Jr. Chief Executive Officer and Chief Financial
                  Officer