Tube Media SB2/A Registration of securities for small business issuer (amended)

As filed with the Securities and Exchange Commission on August 4, 2006

Registration No. 333-135205

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1 TO

FORM SB-2

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

The Tube Media Corp.

(Name of small business issuer in its charter)

Delaware	7380	84-1557072
(State or jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

1451 West Cypress Creek Road

Fort Lauderdale, Florida 33309

(954) 714-8100

(Address and telephone number of principal executive offices and

principal place of business)

John W. Poling

Executive Vice President of Corporate Development

1451 West Cypress Creek Road

Fort Lauderdale, Florida 33309

(954) 714-8100

(Name, address and telephone number of agent for service)

Copy to:

Jane K. Storero, Esq.

Blank Rome LLP

One Logan Square

Philadelphia, Pennsylvania 19103-6998

(215) 569-5500

Approximate date of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. o

CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to Be Registered	Amount to Be Registered	Proposed Maximum Offering Price per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Shares of common stock, par value $0.0001 per share	18,161,732(1)(2)	$1.93 (2)	$35,052,142.72 (3)	$3,750.58
Common Stock Purchase Warrants	6,140, 553	— (4)	— (4)	— (4)
Total				$3,750.58 (5)

(1) Includes 3,212,459 shares of common stock and 14,949,273 shares of common stock issuable upon the conversion of convertible notes, exercise of common stock purchase warrants, option to purchase shares of common stock pursuant to a convertible note, adjustments to the number of shares issuable pursuant to the convertible notes or common stock purchase warrants, payment of interest on the convertible notes and pursuant to penalty provision of a common stock purchase warrant. All of the shares of common stock and the common stock purchase warrants being registered hereby are being offered for the accounts of selling stockholders who acquired such shares, convertible notes or common stock purchase warrants in private transactions. Except as set forth in the footnotes below, no other shares of common stock or common stock purchase warrants are being registered pursuant to this offering.

(2) Pursuant to Rule 416 under the Securities Act, this registration statement covers such indeterminate number of additional shares of common stock issuable upon stock splits, stock dividends, recapitalizations or other similar transactions (and not as a result of adjustments resulting from our inability to reach any financial targets) as may be issued pursuant to the anti-dilution provisions of the secured convertible term notes, common stock purchase warrants, convertible promissory notes or otherwise.

(3) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457 under the Securities Act of 1933, as amended, based upon the average of the high or low sales price on July 31, 2006 as quoted on the over-the-counter Bulletin Board.

(4) Pursuant to Rule 457(g) of the Securities Act of 1933, as amended, no separate registration fee is required with respect to the common stock purchase warrants as they are being registered in the same registration statement as the common stock to be offered pursuant thereto.

(5) Of this amount, $2,895 was paid by the registrant in connection with the filing of the original registration statement on June 21, 2006.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. The selling securityholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PROSPECTUS

SUBJECT TO COMPLETION, DATED AUGUST 4, 2006.

THE TUBE MEDIA CORP.

18,161,732 Shares of Common Stock

Common Stock Purchase Warrants to purchase up to 6,140,553 Shares of Common Stock

This prospectus relates 18,161,732 shares of common stock, par value $0.0001 per share, referred to in this prospectus as our common stock, and common stock purchase warrants to purchase up to 6,140,553 shares of common stock of The Tube Media Corp., a Delaware corporation, which may be resold from time to time by our selling securityholders listed in this prospectus. See “Description of Securities” for additional information on the securities.

Our common stock is quoted on the Over-The-Counter Bulletin Board under the symbol “TUBM.” On August 1, 2006, the closing bid price of our common stock as quoted on the Over-The-Counter Bulletin Board was $1.80 per share.

An investment in the Securities offered hereby is highly speculative and involves a high degree of risk. You should only invest in the Securities if you can afford to lose your entire investment. You should carefully consider the numerous risk factors and other information set forth in this prospectus before you decide to purchase any of the Securities. See “Risk Factors” beginning on page 4 for a discussion of the material risks related to the Securities and our business.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

In connection with any sales, any broker or dealer participating in such sales may be deemed to be an underwriter within the meaning of the Securities Act of 1933, as amended, referred to in this prospectus as the Securities Act. We will not receive any of the proceeds from the sale by any of the selling securityholders of the securities, except that we may receive the exercise price from the exercise of the common stock purchase warrants for the underlying common stock to the extent the selling securityholders do not utilize the cashless exercise provisions, and the conversion price from the conversion of the convertible notes for the underlying common stock.

The selling securityholders will sell the common stock at prevailing market prices or privately negotiated prices.

Prospectus dated August , 2006.

TABLE OF CONTENTS

		Page
PROSPECTUS SUMMARY		1
RISK FACTORS		4
YOUR RELIANCE ON INFORMATION CONTAINED IN THIS PROSPECTUS		12
FORWARD-LOOKING INFORMATION		12
USE OF PROCEEDS		12
SELLING SECURITYHOLDERS		13
PLAN OF DISTRIBUTION		18
BUSINESS		21
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		26
MANAGEMENT		36
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		42
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		44
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS		46
DESCRIPTION OF SECURITIES		48
LEGAL MATTERS		55
EXPERTS		55
WHERE YOU CAN FIND MORE INFORMATION		55
INDEX TO FINANCIAL STATEMENTS		56

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus. It is not complete and does not contain all of the information that you should consider before investing in any of the securities. You should read the entire prospectus carefully, including the sections entitled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Consolidated Financial Statements” and the related notes, and the “Description of Securities” before you decide to purchase any of the securities.

Unless the context indicates otherwise, all references in this prospectus to “we,” “our,” “us,” “Tube Media” or the “company” refer, on a consolidated basis, to The Tube Media Corp., a Delaware corporation.

Business

Overview

Since the inception of our current business operations through the third quarter of 2004, we were a development stage company. We commenced significant operations by the end of 2004, and by the end of 2006, we expect to be operating and generating revenues in two lines of business: The Tube Music Network, Inc. and AGU Music, Inc. The Tube airs traditional music videos and live concerts of contemporary music material that is derived from archived video and music collection libraries. AGU Music is a record company engaged in the release of recorded music materials acquired through artist signings and acquisitions.

The Tube - Our business plan provides for The Tube to deliver free-to-the-consumer advertiser supported music video programming 24 hours per day, seven days a week. We anticipate penetration into approximately 23 million homes by the end of 2006. The Tube will be the only all-music multicast network on television and will not air any game shows, awards shows, reality shows or news shows. In addition to revenue generated from national advertising, it is intended that The Tube will also have a local component offering radio tie-ins, local marketing, promotions and local advertising. In addition, our business plan also contemplates that The Tube will feature a direct e-commerce component that will enable the audience to purchase the music they see and hear immediately by telephone or online. All facets of The Tube, from programming, to advertising to marketing and promotion will remain true to its vision, which is to deliver pure music and entertainment content to an audience that we believe craves quality music.

AGU Music - AGU Music executes the marketing, promotion and distribution of high quality music recordings through distribution agreements with ARK 21 Records, L.P., an affiliate of Universal Music Group, and Sony BMG, via its affiliate Sanctuary Music. We pursue a mixture of marquee and classic recording artists with a history of success as well as fresh innovative talent.

Our principal executive offices are located at 1451 West Cypress Creek Road, Fort Lauderdale, Florida 33309. Our telephone number is (954) 714-8100 and our website address is www.tubemediacorp.com. The information on our website should not be considered part of this document and is not incorporated into this document by reference. The website is only intended to be an inactive textual reference.

The Offering

This offering relates to the resale of the securities by persons who are securityholders of The Tube Media Corp.

Issuer

The Tube Media Corp.


Common stock offered in this prospectus		18,161,732 shares by selling securityholders.


Common stock purchase warrants offered in this prospectus		Warrants to purchase up to 6,140,553 shares of common stock.

Common stock outstanding as of August 1, 2006		33,839,804 shares of common stock.

Use of proceeds		We will not receive any proceeds from the sale the securities offered by the selling securityholders, except that we may receive the exercise price from the exercise of the common stock purchase warrant for the underlying common stock to the extent the selling securityholder does not utilize the cashless exercise provision contained in the common stock purchase warrant, and the conversion price from the conversion of the convertible notes for the underlying common stock. See “Use of Proceeds.”

Over-The-Counter Bulletin Board		Our common stock is quoted on the Over-The-Counter Bulletin Board under the symbol “TUBM.”

Risk factors		You should carefully consider the information under “Risk Factors” included in this prospectus beginning on page 4 so that you understand the risks associated with an investment in our securities.

Registration Rights Agreements		On December 22, 2004, we entered into a registration rights agreement with Mitchell Entertainment Company pursuant to which we agreed to file a shelf registration statement covering the resale of the shares of common stock issuable upon the conversion of a secured convertible term note and the exercise of a common stock purchase warrant, and use our reasonable commercial efforts to cause such registration statement to be declared effective. We also agreed to use commercially reasonable efforts to keep such registration statement continuously effective until all registrable securities covered by such registration statement have been sold or may be old pursuant to Rule 144(k) under the Securities Act.

		On April 21, 2006, we entered into a registration rights agreement with certain investors pursuant to which we agreed that on or prior to the 60^thcalendar day after the closing of the private placement we would file a registration statement covering the resale of the investor’s registrable securities with the SEC. We also agreed to use reasonable efforts to cause the registration statement to be declared effective by the SEC the earlier of (i) the 120^th day following the closing of the private placement and (ii) the fifth trading day following the date on which we are notified by the SEC that the registration statement will not be reviewed or is no longer subject to further review. We are obligated to use commercially reasonable efforts to keep such registration statement continuously effective until all registrable securities covered by such registration statement have been sold or may be sold pursuant to Rule 144(k) under the Securities Act.

We granted “piggyback” registration rights to all of the other selling securityholders.

See “Description of Securities - Registration Rights Agreements.”

RISK FACTORS

Investing in our securities involves risk. You should carefully consider all of the information contained in or incorporated by referenced into this report and, in particular, the risks described below before investing in our securities. If any of the following risks actually occur, our business, financial condition or results of operations could be materially harmed and you may lose part or all of your investment.

Risks Inherent to This Company:

Because of losses incurred by us to date and our general financial condition, we received a going concern qualification in the audit report from our independent registered public accounting firm for the most recent fiscal year that raises substantial doubt about our ability to continue to operate as a going concern.

We had a net loss of approximately $14.2 million and $2.6 million for the fiscal year ended December 31, 2005 and for the fiscal quarter ended March 31, 2006, respectively, and a working capital deficiency of approximately $4.3 million and $5.3 million as of December 31, 2005 and March 31, 2006, respectively. These matters raise substantial doubt about our ability to continue as a going concern. Our existence is dependent upon management’s ability to develop profitable operations and resolve our liquidity problems. We anticipate that we will attain profitable status and improve our liquidity through the continued development of our television network and recorded music business. If we are not able to continue as a going concern, we may cease to operate and our investors will lose some or all of their investment.

We have a limited operating history and we anticipate that we will have operating losses in the foreseeable future.

As a company that has recently emerged from the development stage, we have no existing income and very limited operating history from which to evaluate our business prospects. We cannot assure you that we will ever achieve profitable operations or generate significant revenues. Our future operating results depend on many factors, including demand for our products, the level of competition, and the ability of our officers to manage our business and growth. As a result of our limited operating history and the emerging nature of the market in which we will compete, we anticipate that we will have operating losses until such time as we can develop a substantial and stable revenue base.

We will need additional capital which may not be available on commercially acceptable terms, if at all.

We have very limited financial resources. We currently have a monthly cash requirement of approximately $450,000, exclusive of capital expenditures. We will need to raise substantial additional capital to continue the national launch of The Tube beyond the third quarter of 2006 and provide substantial working capital for the development of national advertising relationships, increases in operating costs resulting from additional staff and office space until such time as we begin to generate revenues sufficient to fund ongoing operations. We believe that, in the aggregate, we will need as much as approximately $15 million to $20 million to complete the launch of The Tube, repay debt obligations, provide capital expenditures for additional equipment, payment obligations under charter affiliation agreements, office space and systems for managing the business, and cover other operating costs until advertising and e-commerce revenues begin to offset our operating costs. Our failure to obtain additional capital to finance our working capital needs on acceptable terms, or at all, will negatively impact our business, financial condition and liquidity. In addition, as of March 31, 2006, we had approximately $1.28 million of principal debt outstanding that will become due at various dates during 2006. We currently do not have the resources to satisfy these obligations, and our inability to do so could have a material adverse effect on our business and ability to continue as a going concern. If we are unable to repay our debt when due, we may be forced to refinance the debt on terms less favorable to us, seek protection under the federal bankruptcy laws or be forced into an involuntary bankruptcy filing.

If we continue to experience liquidity issues and are unable to generate revenue, we may be unable to repay our outstanding debt when due and may be forced to seek protection under the federal bankruptcy laws.

We have experienced liquidity issues since our inception due to, among other reasons, our limited ability to raise adequate capital on acceptable terms. We have historically relied upon the issuance of promissory notes that are convertible into shares of our common stock to fund our operations and currently anticipate that we will need to continue to issue promissory notes to fund our operations and repay our outstanding debt for the foreseeable future. At March 31, 2006, we had $8.0 million of debt outstanding, including $5.8 million of promissory notes and convertible notes outstanding. If we are unable to issue additional promissory notes or secure other forms of financing, we will have to evaluate alternative actions to reduce our operating expenses and conserve cash.

Moreover, as a result of our liquidity issues, we have experienced delays in the repayment of promissory notes upon maturity and the payment of trade receivables to vendors and others when due. As a result of our delayed payments to vendors and others, two of our vendors initiated litigation against us and we are engaged in a dispute regarding interest charges on a warehouse lease. Our failure to pay vendors and others may continue to result in litigation, as well as interest and late charges, which will increase our cost of operations. If in the future, holders of promissory notes demand repayment of principal and accrued interest instead of electing to convert to common stock and we are unable to repay our debt when due or resolve issues with existing promissory note holders, we may be forced to refinance these notes on terms less favorable to us than the existing notes, seek protection under the federal bankruptcy laws or be forced into an involuntary bankruptcy filing.

Our business revenue generation model is unproven and could fail.

Our revenue model is new and evolving, and we cannot be certain that it will be successful. The potential profitability of this business model is unproven and there can be no assurance that we can achieve profitable operations. Our ability to generate revenues depends, among other things, on our ability to launch our television network and sign recording artists. Accordingly, we cannot assure you that our business model will be successful or that we can sustain revenue growth, or achieve or sustain profitability.

Our success is dependent upon our senior management team and our ability to hire and retain qualified employees.

We believe that our success is substantially dependent upon: (1) our ability to retain and motivate our senior management team and other key employees; and (2) our ability to identify, attract, hire, train, retain and motivate other qualified personnel. The development of our business and operations is dependent upon the efforts and talents of our executive officers, whose extensive experience and contacts within the industries in which we wish to compete are a critical component of our business strategy. We cannot assure you that we will be successful in retaining the services of any of the members of our senior management team or other key personnel, or in hiring qualified technical, managerial, marketing and administrative personnel. We do not have "key person" life insurance policies on any of our key personnel, so in the event of a tragic incident we would find ourselves in a very precarious position without the financial ability or management skill to overcome it. If we do not succeed in retaining our employees and in attracting new employees, our business could suffer significantly.

We may be unable to implement our business and growth strategy.

Our growth strategy and ability to generate revenues and profits is dependent upon our ability to: (1) develop and provide new services and products; (2) establish and maintain sales and distribution channels, including the launch of our television network; (3) develop new business opportunities; (4) maintain our existing clients and develop the organization and systems to support these clients; (5) establish financial and management systems; (6) attract, retain and hire highly skilled management and consultants; (7) obtain adequate financing on acceptable terms to fund our growth strategy; (8) develop and expand our client and customer bases; and (9) negotiate agreements on terms that will permit us to generate adequate profit margins. Our failure with respect to any or all of these factors could impair our ability to successfully implement our growth strategy, which could have a material adverse effect on our results of operations and financial condition.

We intend to launch new products in a volatile market and we may be unsuccessful.

We intend to launch new products, which include a television network featuring classic rock music and video focused on the 35 and over market and the national distribution of CDs and DVDs. The consumer retail market and the television industry are volatile marketplaces and we may not be able to successfully penetrate and develop either sector. We cannot assure you that we will be able to maintain the airwave space necessary to carry and successfully launch a new television network. We will be successful only if consumers establish a loyalty to our network and purchase the products advertised on the network, including those products offered by our subsidiary, AGU Music. We will have no control over consumer reaction to our network or product offerings. If we are not successful in building a strong and loyal consumer following, we may not be able to generate sufficient sales to achieve profitability.

We do not have the ability to control the volatility of sales.

Our business is dependent on selling our products in a volatile consumer-oriented marketplace. The retail consumer industry, by its nature, is very volatile and sensitive to numerous economic factors, including competition, market conditions and general economic conditions. None of these conditions are within our control. There can be no assurance that we will have stable or growing sales of our record company products and advertising space on our television network, and maintain profitability in the volatile consumer marketplace.

We may not be able to purchase and/or license assets that are critical to our business.

We intend to purchase and/or license archived video and music collection libraries to fulfill the programming needs of The Tube. The acquisition or licensure of these assets is critical to accomplishing our business plan. We cannot assure you that we will be successful in obtaining these assets or that if we do acquire them, that we will be able to do so at a reasonable cost. Our failure to purchase and/or license these libraries at a reasonable cost would have a material adverse effect on our business, results of operations and financial condition.

We enter into charter affiliation agreements with companies that will broadcast The Tube. If we do not maintain good working relationships with these companies, or perform as required under these agreements, it could adversely affect our business.

The charter affiliation agreements establish complex relationships between these companies and us. We intend to spend a significant amount of time and effort to maintain our relationships with these companies and address the issues that from time to time may arise from these complex relationships. These companies could decide not to renew their agreements at the end of their respective terms. Additionally, if we do not perform as required under these agreements or if we breach these agreements, these companies could seek to terminate their agreements prior to the end of their respective terms or seek damages from us. Loss of these existing charter affiliation agreements, would adversely affect our ability to launch The Tube as well as our ability to implement our business plan.

Additionally, the companies that we have charter affiliation agreements are subject to Federal Communications Commission, referred to as FCC, jurisdiction under the Communications Act of 1934, as amended. FCC rules, among other things, govern the term, renewal and transfer of radio and television broadcasting licenses and limit concentrations of broadcasting control inconsistent with the public interest. If these companies do not maintain their radio and television broadcasting licenses, our business could be substantially harmed.

Our failure to develop advertising revenues could adversely impact our business.

We intend to generate a significant portion of our revenue from our television network, The Tube, through sales of advertising time. We may not be able to obtain long-term commitments from advertisers due to the start-up nature of our business. Advertisers generally may cancel, reduce or postpone orders without penalty. Cancellations, reductions or delays in purchases of advertising could occur as a result of a strike, or a general economic downturn in one or more industries or in one or more geographic areas. If we are unable to generate significant revenue from advertising, it will have a material adverse effect on our business, financial condition and results of operations.

We may not be able to maintain our client relationships that we have developed.

AGU Music’s clients are, and will be, comprised primarily of artists and celebrities. This clientele is fragmented and requires a great deal of servicing to maintain strong relationships. Our ability to maintain client loyalty will be dependent upon our ability to successfully market and distribute their products. We cannot assure you that we will be successful in maintaining relationships with our artists. Our inability to maintain these relationships could have a material adverse effect on our business, results of operations and financial condition.

Our music business is subject to digital piracy, and this risk grows more acute as new technologies develop.

In our music business, technological developments have created new risks with respect to our ability to protect our intellectual property. Advances in technology that enable the transfer and downloading of digital music files from the Internet without authorization from the owners of rights to such content have threatened the conventional copyright-based business model by making it easier to create and redistribute unauthorized music files. Such unauthorized distribution may adversely affect sales of our recorded music and our operating results. As a result, we may need to incur expenses to develop new services for the authorized digital distribution of music and to combat unauthorized digital distribution of our intellectual property. These initiatives, if we choose to undertake them, would result in increased expenses and may not achieve their intended result.

We may encounter intense competition from substantially larger and better financed companies.

Our success will depend upon our ability to penetrate the consumer market for media oriented products and establish a television network with sufficient ratings to cover the costs associated with operating the network and provide a return to our investors. Our television network and record company will compete with more established entities with greater financial resources, longer operating histories and more recognition in the market place than we do. It is also possible that previously unidentified competitors may enter the market place and decrease our chance of acquiring the requisite market share. Our future success will depend upon our ability to penetrate the market quickly and efficiently. Our ability to respond to competitive product offerings and the evolving demands of the marketplace will play a key role in our success. Our failure to develop, maintain and continually improve our distribution process could prevent us from attaining sufficient market share. If we are unable to respond and compete in these markets, it will have a material adverse effect on our business, results of operations and financial condition.

We may not be able to adequately manage future growth.

If we are successful in developing our business plan, the anticipated future growth of the business could place a significant strain on our managerial, operational and financial resources. We cannot assure you that management would effectively manage significant growth in our business. If we are successful in executing our business plan and achieve our anticipated growth, such success will place significant demands on our management, as well as on our administrative, operational and financial resources. For us to manage our growth and satisfy the greater financial, disclosure and internal control requirements that arise with exiting the development stage and becoming fully operational, we must:

·	upgrade our operational, financial, accounting and management information systems, which would include the purchase of new accounting and human resources software;

·	identify and hire an adequate number of operating, accounting and administrative personnel and other qualified employees;

·	manage new employees and integrate them into our culture;

·	incorporate effectively the components of any businesses or assets that we may acquire in our effort to achieve or support growth;

·	closely monitor the actions of our music company distributors and broadcast entities which air The Tube and manage the contractual relationships we have with them; and

·	develop and improve financial and disclosure processes to satisfy the reporting requirements of the SEC, including Section 404 of the Sarbanes-Oxley Act of 2002, and the National Association of Securities Dealers, Inc.

The failure to adequately manage any growth would adversely affect our business operations and financial results.

We may be unable to adequately react to market changes.

Our success is partially dependent upon our ability to develop our market and change our business model as may be necessary to react to changing market conditions. Our ability to modify or change our business model to fit the needs of a changing market place is critical to our success, and our inability to do so could have a material adverse effect on our business, liquidity and financial condition.

If we fail to maintain an effective system of internal controls, we may not be able to detect fraud or report our financial results accurately, which could harm our business and we could be subject to regulatory scrutiny.

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, referred to as Section 404, we will be required, beginning in our fiscal year 2007, to perform an evaluation of our internal controls over financial reporting and have our independent registered public accounting firm test and evaluate the design and operating effectiveness of such internal controls and publicly attest to such evaluation. We are in the process of preparing an internal plan of action for compliance with the requirements of Section 404, which includes a timeline and scheduled activities, although as of the date of this filing we have not yet completed our effectiveness evaluation. As a result, we cannot guarantee that we will not have any material weaknesses reported by our independent registered public accounting firm when we are required to comply with Section 404. Compliance with the requirements of Section 404 is expected to be expensive and time-consuming. If we fail to complete this evaluation in a timely manner, or if our independent registered public accounting firm cannot timely attest to our evaluation, we could be subject to regulatory scrutiny and a loss of public confidence in our internal controls. In addition, any failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm our operating results, cause us to fail to meet our reporting obligations, and cause potential stockholders and clients to lose confidence in our financial reporting, which could harm our business and the value of our common stock.

In addition, the timeliness of our filing of our most recent Annual Report on Form 10-KSB was adversely impacted by a multitude of factors, including, but not limited to, the involuntary relocation of our headquarters in October 2005 due to Hurricane Wilma and the subsequent disposal of that facility in December of 2005, the negotiation and entering into of two significant agreements in the first quarter of 2006 regarding the broadcasting of our TV station, as well as significant financing agreements entered into in the first and second quarters of fiscal 2006 which were critical to our ability to continue as a going concern. The occurrence of these events consumed a substantial amount of our limited financial and human resources, diverting management’s attention from the preparation of the Annual Report on Form 10-KSB to these other critical transactions. Our principal executive officer and principal financial officer concluded that, as of December 31, 2005 and March 31, 2006, our disclosure controls and procedures were not effective due to a material weakness in our internal control over financial reporting, mainly our financial closing, review and analysis process.

We believe that the delays encountered in filing the report, mainly the internal control related to the financial closing, review and analysis process, have been addressed and we have taken steps to avoid the occurrence of this condition by adding additional qualified staff and seeking additional qualified staff with SEC experience in the financial reporting and analysis area.

Copyright laws may negatively affect the value of certain of our assets.

Under existing United States copyright law, sound recordings may be protected. United States copyright law, however, also gives individual authors the inalienable right to recapture the rights to their copyrighted material by terminating any transfer of interest in their copyright. For example, for transfers given on or after January 1, 1978, the author may terminate the transfer after 35 years, or perhaps earlier if the performer has shorter reversion provisions within their agreements. A more complex timeline applies to termination of transfers conveyed on or before December 31, 1977. Strict rules of notice (i.e., a notice of intent to terminate given from the author to the publisher) must be followed by the author to validate the termination. As a result, certain of our assets may be lost if challenged by authors seeking to recapture their copyrighted material, thereby potentially negatively affecting our results of operations and financial condition and our future prospects.

There are potential conflicts of interests and agreements that are not subject to arm’s length negotiations.

Since our inception, several of our stockholders have provided bridge financing for start-up costs and working capital. During the fiscal year ended December 31, 2005 and the first fiscal quarter of 2006, these stockholders advanced a total of $1,459,828, of which $679,025 of these bridge loans were repaid from the proceeds of other debt offerings and $780,803 remains outstanding as of March 31, 2006. Additionally, several of our stockholders are affiliated with entities that may receive consulting fees and other compensation related to the performance of services for us. See “Certain Relationships and Related Transactions” and “Legal Proceedings” for further discussion of these transactions.

Risks Related to Investment in Our Securities

Investors in this offering may engage in resale transactions only in those states for which an applicable exemption from registration exists or those states in which we have registered this offering.

The shares covered by this prospectus will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the shares and warrants covered by this prospectus may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with. We have not taken any steps to register, or otherwise permit the sale of, the securities covered by this prospectus under any state laws. Each of the selling stockholders is required to take all necessary steps to meet state law requirements prior to selling any securities under this prospectus. Potential investors should consider getting representations from the applicable selling stockholder confirming that such selling stockholder has complied with all applicable state laws in order to confirm that the purchase by such investor complies with applicable state laws.

There is not presently an active market for shares of our common stock, and therefore, you may be unable to sell any shares of common stock in the event that you need a source of liquidity.

Although our common stock is quoted on the Over-The-Counter Bulletin Board, the trading market in our common stock has substantially less liquidity than the trading in stock on other markets or stock of other companies quoted on the Over-The-Counter Bulletin Board. A public trading market in our common stock having the desired characteristics of depth, liquidity and orderliness depends on the presence in the market of willing buyers and sellers of our common stock at any time. This presence depends on the individual decisions of investors and general economic and market conditions over which we have no control. In the event an active market does not develop, you may be unable to sell your shares of common stock at or above the price you paid for them or at any price.

The issuance of shares of common stock upon the conversion of our convertible securities and exercise of the outstanding warrants may cause immediate and substantial dilution to our existing stockholders.

As of March 31, 2006, we had outstanding warrants to purchase 8,370,911 shares of our common stock, and promissory notes and other convertible securities convertible into 3,298,334 shares of our common stock, excluding issuances that occurred subsequent to March 31, 2006. The issuance of shares of common stock upon the exercise of warrants and/or conversion of convertible debt may result in substantial dilution to the interests of other stockholders since the holders of such convertible securities may ultimately sell the full amount issuable upon any exercises or conversions.

On April 21, 2006, we completed a private placement of $2.45 million of securities to accredited investors. In connection with this private placement, we sold 7% secured convertible notes in the aggregate principal amount of $2.45 million, referred to as the 7% Notes, which are convertible into shares of common stock at a conversion price of $2.25 per share, and issued warrants to purchase an aggregate of 1,088,889 shares of the common stock at an exercise price of $2.25 per share, referred to as the warrants. At our option and subject to certain conditions, principal and interest payments due under the 7% Notes may be paid in cash or shares of common stock. In addition, if we issue or sell any shares of common stock for a price per share that is less than the applicable conversion price of the 7% Notes, the conversion price of the 7% Notes will be reduced. The conversion price of the 7% Notes will also be adjusted if we issue, sell or grant any stock or other securities convertible into or exchangeable for common stock in an issuance that is not specifically exempt by the terms of the 7% Notes.

In connection with various charter affiliation agreements, we agreed to issue an aggregate of 7,500,000 shares of common stock and warrants to purchase 2,200,000 shares of common stock.

Existing stockholders may suffer substantial dilution with future issuances of our common stock.

We anticipate issuing a substantial amount of common stock within the next several years, either in connection with our equity incentive plan for directors, officers, key employees and consultants, or in private or public offerings to meet our working capital requirements. Any grants or sales of additional shares of our common stock will have a dilutive effect on the existing stockholders, which could adversely affect the value of our common stock. In addition, we have $2.57 million of outstanding indebtedness that is convertible into shares of our common stock at the sole option of the holder, as well as warrants to purchase 8,370,911 shares of our common stock that were outstanding as of March 31, 2006, exclusive of securities issued subsequent to year end. Pursuant to its note issued in December 2004, Mitchell Entertainment Company has the right and option until the maturity date to purchase shares of common stock upon the terms and conditions set forth in the note with an aggregate purchase price equal to the principal amount prepaid. Since January 1, 2006, we issued approximately $2.96 million of indebtedness that is convertible into shares of our common stock at the sole option of the holder, as well as warrants to purchase 2,622,889 shares of common stock. A portion of this indebtedness and certain of these warrants offer certain anti-dilution protections to the holders.

Our management, through its significant ownership of our common stock, has substantial control over our operations.

Our management owns a significant portion of the total outstanding shares of our common stock. These officers and employees have been and will continue to be able to significantly influence all matters requiring approval by our stockholders, including the election of directors and the approval of mergers or other business combination transactions.

We have never paid dividends and do not anticipate paying any in the foreseeable future.

We have never declared or paid a cash dividend and we do not expect to have any cash with which to pay cash dividends in the foreseeable future. If we do have available cash, we intend to use it to grow our business.

Our incorporation documents and Delaware law may inhibit a takeover that stockholders consider favorable and could also limit the market price of your shares of common stock, which may inhibit an attempt by our stockholders to change our direction or management.

Delaware law and our amended and restated certificate of incorporation contain provisions that could delay or prevent a change in control of our company. Some of these provisions include the following:

(a)

authorize our board of directors to determine the rights, preferences, privileges and restrictions granted to, or imposed upon, the preferred stock and to fix the number of shares constituting any series and the designation of such series without further action by our stockholders; and

(b)

prohibit cumulative voting in the election of directors, which would otherwise allow less than a majority of stockholders to elect director candidates.

These and other provisions in our amended and restated certificate of incorporation and under Delaware law could reduce the price that investors might be willing to pay for shares of our common stock in the future and result in the market price being lower than it would be without these provisions.

We adopted provisions in our amended and restated certificate of incorporation limiting the liability of management to stockholders.

We have adopted provisions, and will maintain provisions, to our amended and restated certificate of incorporation that limit the liability of our directors, and provide for indemnification by us of our directors and officers to the fullest extent permitted by Delaware law. Our amended and restated certificate of incorporation and Delaware law provide that directors have no personal liability to corporations or their stockholders for monetary damages for actions taken as a director, except for breach of duty of loyalty, acts or omissions not in good faith involving intentional misconduct or knowing violation of law, unlawful payment of dividends or unlawful stock repurchases, or transactions from which the director derived improper personal benefit. Such provisions limit the stockholders’ ability to hold directors liable for breaches of fiduciary duty and reduce the likelihood of derivative litigation against directors and officers.

We are subject to the penny stock rules, which may adversely affect trading in our common stock.

Currently our common stock is a “low-priced” security under the “penny stock” rules promulgated under the Securities Exchange Act of 1934, as amended. In accordance with these rules, broker-dealers participating in transactions in low-priced securities must first deliver a risk disclosure document that describes the risks associated with such stocks, the broker-dealer's duties in selling the stock, the customer's rights and remedies and certain market and other information. Furthermore, the broker-dealer must make a suitability determination approving the customer for low-priced stock transactions based on the customer's financial situation, investment experience and objectives. Broker-dealers must also disclose these restrictions in writing to the customer, obtain specific written consent from the customer, and provide monthly account statements to the customer. The effect of these restrictions will probably decrease the willingness of broker-dealers to make a market in our common stock, decrease liquidity of our common stock and increase transaction costs for sales and purchases of our common stock as compared to other securities. Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent abuses normally associated with “low-priced” securities from being established with respect to our securities.

Stockholders should be aware that, according to the SEC, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include:

control of the market for security by one or a few broker-dealers that are often related to the promoter or issue;

manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;

boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons;

excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and

the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequential investor losses.

YOUR RELIANCE ON INFORMATION CONTAINED IN THIS PROSPECTUS

We have not authorized anyone to provide you with information different from that contained in this prospectus. These securities may be sold only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the securities covered by this prospectus. You must not consider that the delivery of this prospectus or any sale of the securities covered by this prospectus implies that there has been no change in our affairs since the date of this prospectus or that the information contained in this prospectus is current or complete as of any time after the date of this prospectus.

FORWARD-LOOKING INFORMATION

This document may include a number of “forward-looking statements” as that term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements reflect management’s current views with respect to future events and financial performance and include statements regarding management’s intent, belief or current expectations, which are based upon assumptions about future conditions that may prove to be inaccurate. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance, involve risk and uncertainties, and that as a result, actual results may differ materially from those contemplated by such forward-looking statements. Such risks include, among other things, our ability to continue to operate as a going concern, our limited operating history and anticipation that we will have operating losses in the foreseeable future, our ability to raise additional capital which may not be available to us on commercially acceptable terms or at all, our ability repay our outstanding debt when due, our business revenue generation model is unproven and could fail, our success is dependent upon our senior management team and our ability to hire and retain qualified employees, our ability to implement our business and growth strategy, the volatile nature of the market in which we will launch new products, our ability to control the volatility of sales, our ability to purchase and/or license assets that are critical to our business, our ability to maintain good working relationships with the companies in which we have charter affiliation agreements and our ability to perform as required under these agreements, our ability to develop advertising revenues, our ability to maintain our client relationships, our ability to protect our music business from digital piracy, intense competition from substantially larger and better financed companies, our ability to adequately manage future growth, our ability to adequately react to market changes, our ability to maintain an effective system of internal controls, the effects of copyright laws on the value of certain of our assets, and potential conflicts of interests and risks related to agreements that are not subject to arm's length negotiations. When considering forward-looking statements, readers are urged to carefully review and consider the various disclosures, including risk factors and their cautionary statements, made by us in this document and in our reports filed with the Securities and Exchange Commission.

USE OF PROCEEDS

The securities offered in this prospectus are being registered for the account of the selling securityholders identified in this prospectus. All of the net proceeds from the sale of the securities will go to the respective selling securityholders who offer and sell their securities. We will not receive any part of the proceeds from such sales, except that we may receive the exercise price from the exercise of the common stock purchase warrant for the underlying common stock to the extent the selling securityholder does not utilize the cashless exercise provision contained in the common stock purchase warrant, and the conversion price from the conversion of the convertible notes for the underlying common stock.

SELLING SECURITYHOLDERS

The following table presents information regarding the selling securityholders. A description of each selling securityholder’s relationship to us is detailed in the information contained in “Description of Securities.”

Selling Securityholder	Shares of Common Stock Owned Before Offering (1)				Warrants Owned Before Offering		Shares of Common Stock Being Offered		Shares of Common Stock Owned After Offering
	Number (2)		%				Number (2)		Number		%
Entities
Alpha Capital AG (3)		444,444		1.3		222,222		697,254		-		*
Chocolate Chip Investments LP (4)		66,666		*		33,333		104,647		-		*
DML Marketing Corp. (5)		800,000		2.3		800,000		1,200,000		-		*
Double U Master Fund, LP (6)		311,110		*		155,555		488,106		-		*
Ganz Family Foundation (7)		22,222		*		11,111		34,832		-		*
Iroquois Capital, LP (8)		311,110		*		155,555		488,106		-		*
William R. Jaffee, Trustee of the Warren Robert Jaffee Trust dated July 23, 2003 (9)		100,000		*		100,000		150,000		-		*
William R. Jaffee, Trustee of the William Robert Jaffee Trust dated January 25, 2002 (10)		100,000		*		100,000		150,000		-		*
William R. Jaffee, Trustee of the Weston Robert Jaffee Trust dated October 2, 2000 (11)		100,000		*		100,000		150,000		-		*
Mitchell Entertainment Company, LLC (12)		4,465,333		12.3		2,300,000		6,954,333		-		*
New Britain Radiological 401K Plan FBO Sid Ulreich (13)		22,222		*		11,111		34,832		-		*
Nite Capital, L.P. (14)		666,666		1.9		333,333		1,045,880		-		*
Peddle Partners (15)		22,222		*		11,111		34,832		-		*
Smithfield Fiduciary LLC (16)		222,222		*		111,111		348,627		-		*
Tribune Broadcasting Company (17)		3,539,959		10.2		1,000,000		4,039,959		-		*

Individuals
Steven Adelstein (18)		125,000		*		-		125,000		-		*
Elizabeth Buntrock (19)		547,500		1.6		-		547,500		-		*
Martin Goldfarb (20)		66,666		*		33,333		104,647		-		*
John P. Grandinetti (21)		500,000		1.5		500,000		750,000		-		*
Robert Jaffee (22)		250,000		*		-		399,837		-		*
William R. Jaffee (23)		390,000		1.1		390,000		585,000		-		*

Selling Securityholder

Shares of Common Stock Owned Before Offering (1)

Warrants Owned Before Offering

Shares of Common Stock Being Offered

Shares of Common Stock Owned After Offering

Number (2)

Number

Menachem Kranz (24)	10,000	*	-	10,000	-	*
Arnold Palmer (25)	76,667	*	51,667	118,508	-	*
John J. Resnick (26)	10,000	*	10,000	15,000	-	*
Aharm and Jennifer Ungar JT (27)	22,222	*	11,111	34,832	-	*

*Less than 1%.

(1)

Applicable percentage of ownership is based on 33,839,804 shares of common stock outstanding as of August 1, 2006, together with securities exercisable or convertible into shares of our common stock within 60 days of August 1, 2006.

(2)

Includes securities exercisable or convertible into shares of our common stock within 60 days of August 1, 2006. Additionally, for certain selling security holders, we agreed to register 150% of the issuable shares of common stock to the selling securityholder, such that such shares are covered by this registration statement in the event of our adjustment to the conversion price of a convertible note or exercise price of a common stock purchase warrant. These additional shares may also be issued to such selling stockholders as payment of interest.

(3)

Includes 222,222 shares of common stock issuable upon the conversion of a convertible term note, 222,222 shares of common stock issuable upon the exercise of a common stock purchase warrant and additional shares of common stock that may be issuable to the selling stockholder. Alpha Capital AG is a Liechtenstein corporation. Konrad Ackerman, a director of the selling securityholder, has dispositive and voting power for all of its shares of common stock. The selling securityholder is not a broker-dealer or an affiliate of a broker-dealer.

(4)

Includes 33,333 shares of common stock issuable upon the conversion of a convertible term note, 33,333 shares of common stock issuable upon the exercise of a common stock purchase warrant and additional shares of common stock that may be issuable to the selling stockholder. Charles B. Ganz, who is the registered investment advisor of the selling securityholder, has sole voting and investment control over the securities held by this selling securityholder. Mr. Ganz disclaims beneficial ownership of the securities held by this selling securityholder. The selling securityholder is not a broker-dealer or an affiliate of a broker-dealer.

(5)

Includes 800,000 shares of common stock issuable upon the exercise of a common stock purchase warrant and additional shares of common stock that may be issuable to the selling stockholder. The selling securityholder is not a broker-dealer or an affiliate of a broker-dealer. The selling securityholder loaned money to us in the form of promissory notes. Donna M. Levy controls the selling securityholder and has sole voting and investment control. Ms. Levy is the wife of David C. Levy, our President and director. See “Certain Relationships and Related Transactions.”

(6)

Includes 155,555 shares of common stock issuable upon the conversion of a convertible term note, 155,555 shares of common stock issuable upon the exercise of a common stock purchase warrant and additional shares of common stock that may be issuable to the selling stockholder. Double U Master Fund L.P. is a master fund in a master-feeder structure with B&W Equities, LLC as its general partner. Isaac Winehouse, who is the manager of B&W Equities, LLC, has sole voting and investment control over the securities held by this selling securityholder. Mr. Winehouse disclaims beneficial ownership of the shares held by the selling securityholder. The selling securityholder is not a broker-dealer or an affiliate of a broker-dealer.

(7)

Includes 11,111 shares of common stock issuable upon the conversion of a convertible term note, 11,111 shares of common stock issuable upon the exercise of a common stock purchase warrant and additional shares of common stock that may be issuable to the selling stockholder. Charles B. Ganz, who is the registered investment advisor of the selling securityholder, has sole voting and investment control over the securities held by this selling securityholder. Mr. Ganz disclaims beneficial ownership of the securities held by this selling securityholder. The selling securityholder is not a broker-dealer or an affiliate of a broker-dealer.

(8)

Includes 155,555 shares of common stock issuable upon the conversion of a convertible term note, 155,555 shares of common stock issuable upon the exercise of a common stock purchase warrant and additional shares of common stock that may be issuable to the selling stockholder. Joshua Silverman, who is the managing member of the selling securityholder, has sole voting and investment control over the securities held by this selling securityholder. Mr. Silverman disclaims beneficial ownership of the securities held by this selling stockholder. The selling securityholder is not a broker-dealer or an affiliate of a broker-dealer.

(9)

Includes 100,000 shares of common stock issuable upon the exercise of a common stock purchase warrant and additional shares of common stock that may be issuable to the selling stockholder. William Robin Jaffee is the trustee and has sole voting and investment control over the securities held by this selling securityholder. Mr. Jaffee disclaims beneficial ownership of the securities held by this selling securityholder. The selling securityholder is not a broker-dealer or an affiliate of a broker-dealer.

(10)

(11)

(12)

Includes 2,465,333 shares of common stock issuable upon the exercise of a common stock purchase warrant, an option to purchase 2,000,000 shares of common stock pursuant to a convertible note and additional shares of common stock that may be issuable to the selling stockholder. Jonathan E. Mitchell, who is the manager of the selling securityholder, has sole voting and investment control over the securities held by this selling securityholder. The selling securityholder is not a broker-dealer or an affiliate of a broker-dealer. The selling securityholder is a greater than 5% beneficial holder of our common stock. From December 2004 until December 2005, the selling securityholder was a lender to us and was a beneficial holder of a second deed of trust on real property previously owned by us. In connection with the payoff of the loan, the selling securityholder released its rights to the second deed of trust.

(13)

(14)

Includes 333,333 shares of common stock issuable upon the conversion of a convertible term note, 333,333 shares of common stock issuable upon the exercise of a common stock purchase warrant and additional shares of common stock that may be issuable to the selling stockholder. Keith Goodman, Manager of the General Partner of Nite Capital, LP, has voting control and investment control over the securities held by Nite Capital, LP. Mr. Goodman disclaims beneficial ownership of the shares held by Nite Capital, LP. The selling securityholder is not a broker-dealer or an affiliate of a broker-dealer.

(15)

(16)

Includes 111,111 shares of common stock issuable upon the conversion of a convertible term note, 111,111 shares of common stock issuable upon the exercise of a common stock purchase warrant and additional shares of common stock that may be issuable to the selling stockholder. Highbridge Capital Management, LLC is the trading manager of the selling securityholder and has voting control and investment direction over securities held by the selling securityholder. Glenn Dubin and Henry Swieca control Highbridge Capital Management, LLC. Each of Highbridge Capital Management, LLC, Glenn Dubin and Henry Swieca disclaim beneficial ownership of the securities held by the selling securityholder. The selling securityholder is not a broker-dealer or an affiliate of a broker-dealer.

(17)

Includes 2,539,959 shares of common stock, 1,000,000 shares of common stock issuable upon the exercise of a common stock purchase warrant and additional shares of common stock that may be issuable to the selling stockholder. The authorized officers of the selling securityholder have sole voting and investment control over the securities held by this selling securityholder. The selling securityholder is a greater than 5% beneficial holder of our common stock. The selling securityholder is not a broker-dealer or an affiliate of a broker-dealer.

(18)

The selling securityholder is not a broker-dealer or an affiliate of a broker-dealer.

(19)

The selling securityholder is not a broker-dealer or an affiliate of a broker-dealer.

(20)

(21)

Includes 500,000 shares of common stock issuable upon the exercise of a common stock purchase warrant and additional shares of common stock that may be issuable to the selling securityholder. The selling securityholder is not a broker-dealer or an affiliate of a broker-dealer. The selling securityholder loaned us money. See “Certain Relationships and Related Transactions.”

(22)

Includes 250,000 shares of common stock issuable upon the conversion of a convertible promissory note and additional shares of common stock that may be issuable to the selling securityholder. The selling securityholder is not a broker-dealer or an affiliate of a broker-dealer.

(23)

Includes 90,000 shares issuable upon the exercise of a common stock purchase warrant and 100,000 shares issuable upon the exercise of common stock purchase warrants issued to the Warren Robert Jaffee Trust dated July 23, 2003, William Robert Jaffee Trust dated January 25, 2002 and the Weston Robert Jaffee Trust dated October 2, 2000, each respectively, of which Mr. Jaffee has sole voting and investment control over the securities held by such trusts and additional shares of common stock that may be issuable to the selling securityholder. The selling securityholder is not a broker-dealer or an affiliate of a broker-dealer.

(24)

Includes 10,000 shares of common stock issuable upon the conversion of a convertible promissory note. The selling securityholder is a broker-dealer.

(25)

Includes 25,000 shares of a common stock issuable upon the conversion of a convertible promissory note, 51,667 shares of common stock issuable upon the exercise of common stock purchase warrants and additional shares of common stock that may be issuable to the selling stockholder. The selling securityholder is a member of the National Association of Securities Dealers, Inc., or NASD, or a broker-dealer and his affiliates or a member of his immediate family is a member of the NASD or a broker-dealer.

(26)

Includes 10,000 shares of a common stock issuable upon the exercise of common stock purchase warrants and additional shares of common stock that may be issuable to the selling stockholder. The selling securityholder is not a broker-dealer or an affiliate of a broker-dealer.

(27)

PLAN OF DISTRIBUTION

The selling securityholders and any of their pledges, donees, tranferees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. The selling securityholders may use any one or more of the following methods when selling shares:

ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

an exchange distribution in accordance with the rules of the applicable exchange;

privately negotiated transactions;

short sales;

broker-dealers may agree with selling securityholders to sell a specified number of such shares at a stipulated price per share;

a combination of any such methods of sale; and

any other method permitted pursuant to applicable law.

The selling securityholders may also sell shares under Rule 144 under the Securities Act, if available, rather than under this prospectus.

Broker-dealers engaged by the selling securityholders may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling securityholders (or, if any broker-dealer acts as agents for the purchaser of shares, from the purchaser) in amounts to be negotiated. The selling securityholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved.

The selling securityholders may from time to time pledge or grant a security interest in some or all of the shares owned by them and, if they default in the performance of their secured obligation, the pledges or secured parties may offer and sell shares of common stock from time to time under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of selling securityholders to include the pledge, transferee or other successors in interest as selling securityholders under this prospectus.

Upon the company being notified in writing by a selling securityholder that any material agreement has been entered into with a broker-dealer for the sale of the common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling securityholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealers, where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In addition, upon the company being notified in writing by a selling securityholder that a donee or pledge intends to sell more than 500 shares of common stock, a supplement to this prospectus will be filed if then required in accordance with applicable securities laws.

The selling securityholders also may transfer the shares of common stock in other circumstances, in which case the transferees, pledges or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

The selling securityholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Discounts, concessions, commissions and similar selling expenses, if any, attributable to the sale of shares will be borne by the selling securityholder. Each selling securityholder has represented and warranted to the company that it acquired the securities subject to this registration statement in the ordinary course of such selling securityholder’s business and, at the time of its purchase of such securities such selling securityholder had no agreements or understandings, directly or indirectly, with any person to distribute any such securities.

The company has advised each selling securityholder that it may not use shares registered on this registration statement to cover short sales of common stock made prior to the date on which this registration statement shall have been declared effective by the Securities and Exchange Commission. If the selling securityholders use this prospectus for any sale of common stock, they will be subject to the prospectus delivery requirements of the Securities Act. The selling securityholders will be responsible for complying with the applicable provisions of the Securities Act and Exchange Act, and the rules and regulations promulgated thereunder, including, without limitation, Regulation M, as applicable to such selling securityholders in connection with resales of their respective shares under this registration statement.

We are required to pay all fees and expenses incident to the registration of the shares, but we will not receive any proceeds from the sale of the common stock. We have agreed to indemnify the selling securityholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

BUSINESS

History and Background

We were initially incorporated as Lexington Barron Technologies, Inc. in the State of Colorado on August 23, 2000 for the purpose of addressing the specific needs of small businesses and start-up organizations by providing a broad range of consulting and advisory services ranging from market research and analysis to business plans and systems development to financial consulting. In early 2004, our former management determined that their business model was not progressing and that we should either merge with or acquire an operating company with an operating history and assets.

Effective April 1, 2004, we entered into a share exchange agreement with Pyramid Music Corp., a Florida corporation, referred to as PMC. Under the terms of the share exchange agreement, we acquired 100% of the outstanding common stock of PMC in exchange for 16,922,464 shares of our common stock. On March 26, 2004, in anticipation of the completion of the share exchange, we changed our name to AGU Entertainment Corp. As of April 1, 2004, upon completion of the share exchange, the former shareholders of PMC owned, on a fully diluted basis, approximately 80% of the outstanding common stock of AGU Entertainment Corp., which resulted in a change in control. The transaction was accounted for as a reverse merger and recapitalization whereby PMC, which became a wholly-owned subsidiary of AGU Entertainment Corp., was deemed to be the acquirer for accounting purposes. In addition, as of April 1, 2004, AGU Entertainment Corp. had no identifiable assets and liabilities. As a result, PMC is deemed to be the surviving accounting and reporting entity, and all of the historical financial information presented in this prospectus, including the consolidated financial statements and Management’s Discussion and Analysis or Plan of Operations, reflect the assets, liabilities, results of operations and cash flows of PMC and its subsidiaries, The Tube Music Network, Inc., a Florida corporation, referred to as The Tube, and Pyramid Records International, Inc., a Florida corporation, referred to as PRI.

In July of 2004, we dissolved PMC, and as a result The Tube and PRI became direct, wholly-owned subsidiaries of AGU Entertainment Corp. On October 20, 2004, the Company’s shareholders approved the reincorporation of the company in the State of Delaware through a merger of the company into a wholly-owned subsidiary corporation incorporated in the State of Delaware. The reincorporation resulted in the company becoming a Delaware corporation, effective as of October 21, 2004, and did not result in any change in our name, headquarters, business, jobs, management, location or any of our offices or facilities, number of employees, taxes payable to the State of Colorado, assets, liabilities or net worth.

In February of 2005, we formed two new subsidiaries, AGU Studios, Inc., a Florida corporation, referred to as AGU Studios, and 3200 Oakland Park Boulevard, Inc., a Florida corporation, referred to as 3200 Oakland Park. Due to liquidity issues and the sale of the property located in Lauderdale Lakes, Florida, the operations of AGU Studios and 3200 Oakland Park have been discontinued.

In March 2005, we changed the name of PRI to AGU Music, Inc., referenced to as AGU Music.

On February 26, 2006, we changed our name to The Tube Media Corp. The name change was effected pursuant to Section 253 of the General Corporation Law of the State of Delaware by the merger of a wholly-owned subsidiary of the company into the company. We were the surviving corporation and, in connection with the merger, we amended our certificate of incorporation to change our name pursuant to the certificate of ownership and merger filed with the Secretary of State of the State of Delaware.

Our corporate headquarters are located at 1451 West Cypress Creek Road, Fort Lauderdale, Florida and our telephone number is (954) 714-8100.

Description of Business

Since the inception of our current business operations through the third quarter of 2004, we were a development stage company. We commenced significant operations by the end of 2004, and by the end of 2006, we expect to be operating and generating revenues in two lines of business: The Tube and AGU Music. The Tube airs traditional music videos and live concerts of contemporary music material that is derived from archived video and music collection libraries. AGU Music is a record company engaged in the release of recorded music materials acquired through artist signings and acquisitions.

The Tube - Our business plan provides for The Tube to deliver free-to-the-consumer advertiser supported music video programming 24 hours per day, seven days a week. We anticipate penetration into approximately 23 million homes by the end of 2006. The Tube will be the only all-music multicast network on television and will not air any game shows, awards shows, reality shows or news shows. In addition to revenue generated from national advertising, it is intended that The Tube will also have a local component offering radio tie-ins, local marketing, promotions and local advertising. See “Risk Factors - Our failure to develop advertising revenues could adversely impact our business.” In addition, our business plan also contemplates that The Tube will feature a direct e-commerce component that will enable the audience to purchase the music they see and hear immediately by telephone or online. All facets of The Tube, from programming, to advertising to marketing and promotion will remain true to its vision, which is to deliver pure music and entertainment content to an audience that we believe craves quality music.

The Tube is designed to appeal to the economically powerful 35 and over age group. In a departure from the way music has traditionally been presented on television, the goal of The Tube is to invigorate music enthusiasts with a bold fusion of music that crosses multiple formats and spans every decade since the introduction of The Beatles. We draw from music video archives from classic video artists such as U2, Duran Duran and the Eurhythmics and feature them alongside new tracks by heritage artists and rare concert clips from acts such as The Eagles, Aerosmith, Sting, Eric Clapton and The Rolling Stones. See “Risk Factors - We may not be able to purchase and/or license assets that are critical to our business.”

Les Garland, who co-founded music television stations MTV, VH1 and The Box, serves as the chief executive officer of The Tube. Mr. Garland oversees programming content, distribution, branding, marketing, promotions, public relations and advertising, and also serves as our senior executive vice president and a member of our board of directors.

We anticipate that The Tube will be the first music network to be distributed using the digital, over-the-air signal of broadcast television stations. In the late 1990’s, broadcasters throughout the country were granted portions of the airwaves at no cost with the understanding that they would provide free digital signals as part of the U.S. government’s desire for high definition television. However, due to improvements in digital signal compression, the bandwidth required to broadcast digital television was substantially reduced, leaving broadcasters with excess bandwidth to use at their discretion. As a result, there are currently a number of media companies that have the ability to offer a digital quality picture over the air directly to consumers and indirectly through the cable and satellite operators’ digital box using surplus bandwidth from local broadcasters. Our business plan assumes that The Tube will achieve its national distribution targets in three steps: (1) create a revenue opportunity for broadcasters that carry The Tube, (2) negotiate distribution agreements with major broadcast groups that own stations in multiple markets, and (3) facilitate “retransmission consent” agreements between broadcast groups and cable multiple systems operators, which will carry The Tube as a digital channel on these cable systems.

In April 2005, The Tube entered into a charter affiliate affiliation agreement with Raycom Media, Inc., referred to as Raycom. The charter affiliation agreement provides that Raycom will broadcast The Tube via a new broadcasting concept referred to as “multicasting,” which enables consumers in Raycom markets to receive The Tube with digital cable service or with television sets that are enabled with digital tuners. Raycom owns and operates 39 television stations in 20 states. In March of 2006, we entered into similar charter affiliate affiliation agreements with Tribune and Sinclair pursuant to which Raycom, Tribune and Sinclair will transmit The Tube in 71 of the top 100 television markets in which their affiliates own and/or operate television stations.

In April 2005, The Tube entered into a technical services agreement, dated as of December 1, 2004 with Skyport Services, Inc., referred to as Skyport, a subsidiary of Equity Broadcasting Corporation. Equity Broadcasting Corporation is a stockholder of the company and has provided contract services to us since January 1, 2004. The technical services agreement provided that Skyport would broadcast The Tube and provide The Tube with origination services, transmission and compression services, post-production services, and satellite reception authorization services. The technical services agreement was terminated on November 30, 2005.

In August 2005, The Tube entered into a second technical services agreement with Crawford Communications, Inc., referred to as Crawford, which was amended on May 25, 2006, replacing the Skyport services agreement, which also provides origination services, library/storage services, uplink services, satellite space, security, monitoring services, performance, and operational support services with respect to The Tube’s program material, twenty-four hours per day, seven days per week during the term. The Crawford agreement is a three year agreement.

We expect to launch The Tube beginning in the second quarter of 2006, with a much broader launch in the third quarter of 2006, with a national media campaign utilizing marketing, promotions and public relations to reach every relevant audience for the network. The campaign will be designed to heighten awareness of the network, stimulate demand for it across the country and cultivate its image as the only network that delivers quality music and entertainment content. There can be no assurances that we will be able to launch The Tube or reach the distribution targets anticipated in our business plan. See “Risk Factors - We may be unable to implement our business and growth strategy” and “We intend to launch new products in a volatile market and we may be unsuccessful.”

We do not target the youth pop music market, which is generally associated with large marketing budgets and significant financial risk. AGU Music projects are targeted to reach the 25-54 year old demographic, which we believe is associated with a greater amount of consumer spending than any other segment of the population. We intend to integrate AGU Music with The Tube to provide a unique marketing advantage for our record label by directly selling music to the consumer through The Tube and also making music available to the consumer through traditional retail channels via AGU Music’s distribution system.

Trademarks

We have twelve applications pending with the United States Patent and Trademark Office, including multiple applications for each of the following: THE TUBE (logo); THE TUBE MUSIC NETWORK (words and logo); ONLY MUSIC ALL MUSIC; THINK OF IT AS MUSIC ONLY WITH MUSIC; and SEE IT HEAR IT BUY IT.

On October 13, 2004, The Tube received notification from a television channel featuring music related programming that the circle logo used by The Tube is "confusingly similar" to the circle logo used by that television channel, supporting claims of trademark infringement and unfair competition. On November 3, 2004, we responded to the October 13 letter stating that we do not believe the logos are confusingly similar or that any trademark infringement has occurred. We intend to vigorously defend any challenge to our use of our logo. We have not received a response to our November 3, 2004 letter.

Competition

The Tube and AGU Music operate in industries that are highly competitive, with many national and international firms competing in the areas served by us. Many of these competitor firms are well established in these markets and many have greater financial resources and managerial capabilities than us. We expect to encounter substantial competition in our efforts to grow our business. See “Risk Factors - We may encounter intense competition from substantially larger and better financed companies.”

Employees

As of March 31, 2006, we had 23 full time employees.

Property

We lease approximately 700 square feet of space at 1451 West Cypress Creek Road, Fort Lauderdale, Florida, the location of our principal executive offices. The current term of the lease expired on May 31, 2006 and is now a month-to-month lease. We have a monthly rent expense of approximately $5,000. We believe that this space is adequate for our immediate needs.

We also lease approximately 750 square feet of space at 2040 Sherman Street, Hollywood, Florida, the location of The Tube’s principal operations center. The current term of the lease is month to month. We have a monthly rent expense of approximately $4,300. We believe that this space is adequate for our immediate needs, while we look for a longer term location for The Tube operations.

We entered into a lease to rent an approximate 2,600 square foot warehouse facility located in North Miami, Florida on November 1, 2003. The term of the lease is from November 1, 2003 to October 31, 2006. Currently, the monthly rent expense is approximately $1,419. In July 2005, we stopped payment on this lease. We are in dispute with the landlord as to the amount we owe under the lease.

On December 22, 2004, we purchased a 162,000 square foot building situated on approximately 23 acres of land in Lauderdale Lakes, Florida, referred to as the Lauderdale Property, which formerly comprised our sole principal property. On December 28, 2005, we sold the Lauderdale Property and any damage sustained by the building during hurricane Wilma was covered by property insurance.

Legal Proceedings

On May 5, 2005, we entered into a settlement and mutual release agreement, effective as of April 15, 2005, referred to as the initial settlement agreement, with Ned Siegel, Neil Strum and Strum Brothers Investment, LLC, referred to as the settlement parties. We guaranteed the repayment of the notes AGU Music assumed on March 3, 2004 to repay $350,000 to Ned Siegel and Neil Strum in connection with the assumption of a distribution agreement. Pursuant to the initial settlement agreement, the notes were cancelled and replaced with new notes having a principal beginning balance of $345,806. We did not make any of the required payments under the new notes and/or initial settlement agreement.

On February 1, 2006, we entered into a settlement and mutual release agreement, effective January 16, 2006, referred to as the final settlement agreement, with the settlement parties. Pursuant to the terms of the final settlement agreement, we (i) were required to pay the settlement parties the sum of $175,000 upon the execution of the final settlement agreement and (ii) were required to pay the settlement parties the sum of $125,000 on a date no later than February 15, 2006. As of February 22, 2006, we had made all of the required payments under the final settlement agreement. In connection with the final settlement agreement, the settlement parties agreed to dismiss, with prejudice, the litigation they filed against us on September 1, 2005 in the Superior Court of the State of California for the County of Los Angeles in connection with (i) our failure to make the required payments due under the new notes and (ii) other disputes between us and Neil Strum. In addition, the settlement parties and the company released each other from all past claims the parties have or may have against each other in connection such litigation. Simultaneously with the execution of the final settlement agreement, David Levy, our president and director, and Donna Levy, his wife, executed personal guaranty agreements in the amount of $125,000 in favor of the settlement parties. As of February 15, 2006, we had made all of the required payments under the final settlement agreement, plus an additional $10,000 as consideration for the delayed payment. The stockholders withdrew their suit in connection with the settlement agreement.

On November 21, 2005, in the Circuit Court, in the Seventeenth Judicial Circuit, in and for Broward County, Florida, The Recovar Group, L.L.C., as assignee of United Parcel Service, a judgment was entered against us for unpaid invoices for a total sum of $10,410.58 that bears interest at the rate of 7%.

MICHAEL JAY SOLOMON v. AGU ENTERTAINMENT CORP., UNITED STATES DISTRICT COURT, SOUTHERN DISTRICT OF FLORIDA, MIAMI DIVISION, CASE NO.: 05-61829 CIV-ALTONAGA/TURNOFF - This is an action initiated by Michael Jay Solomon, our former Chairman, against us for breach of contract on December 12, 2005. Solomon asserts that we failed to pay him approximately $100,000 in connection with his resignation from the company, $50,000 of which was alleged to be an agreed upon sum plus $50,000 for asserted reimbursements. The parties have begun the discovery stage of the action wherein each party will seek documents and other evidence from the other to support their positions. While we are aggressively defending this action, we are in settlement negotiations.

On February 21, 2006, Federal Express Corporation filed a complaint against us, in the Circuit Court of the Seventeenth Judicial Circuit in and for Broward County, Florida, for breach of contract and unjust enrichment claims and is seeking the sum of $23,205.24 plus interest and costs.

LALAH HATHAWAY v. AGU MUSIC, ET AL. SUPERIOR COURT OF THE STATE OF CALIFORNIA FOR THE COUNTY OF LOS ANGELES, CASE NO. BC 342263 - This is an action initiated by Lalah Hathaway, one of our former artists, against MB Recordings, Inc. d/b/a Mesa Blue Moon on February 28, 2006. AGU Music has been named as a defendant in the action as a result of an alleged agreement between MB Recordings and AGU Music, for which Hathaway asserts AGU Music, is liable for her damages caused by MB Recordings. This action is still in the pleading stage and AGU Music has not yet been required to file a response to the action. The plaintiff did not plead any specific damages to date. We are moving for a dismissal of the complaint. MB Recordings, Inc. has also filed a cross-claim against AGU Music and us in connection with an alleged agreement between us and MB Recordings. We have not yet been served with the cross-complaint and have not yet been required to file a response to said cross-complaint. We are in settlement negotiations with respect to these matters.

We are subject to claims and legal actions that arise in the ordinary course of its business. We believe that the ultimate liability, if any, with respect to these claims and legal actions, will not have a material effect on our financial position or results of operations.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

We were initially known as Lexington Barron Technologies, Inc. and were incorporated in the State of Colorado on August 23, 2000 for the purpose of addressing the specific needs of small businesses and start-up organizations by providing a broad range of consulting and advisory services, ranging from market research and analysis to business plan and systems development to financial consulting. In early 2004, our former management determined that their business model was not progressing and that we should either merge with or acquire an operating company with an operating history and assets.

Effective April 1, 2004, we completed a share exchange agreement with PMC. Under the terms of the share exchange agreement, we acquired 100% of the outstanding common stock of PMC in exchange for 16,922,464 shares of our common stock. On March 26, 2004, in anticipation of the completion of the share exchange, we changed our name to AGU Entertainment Corp. Upon completion of this transaction, the former shareholders of PMC owned, on a fully diluted basis, approximately eighty percent of the outstanding common stock of AGU Entertainment Corp. as of April 1, 2004, resulting in a change in control. The transaction was accounted for as a reverse merger and recapitalization whereby PMC, which became a wholly owned subsidiary of AGU Entertainment Corp., is deemed to be the acquirer for accounting purposes. In addition, we had no identifiable assets and liabilities as of April 1, 2004. As a result, PMC is deemed to be the surviving accounting and reporting entity, and all of the historical financial information presented in this registration statement, including the consolidated financial statements and this Management’s Discussion and Analysis or Plan of Operations, reflect the assets, liabilities, results of operations and cash flows of PMC and its subsidiaries, The Tube and PRI.

As a result of the share exchange, AGU Entertainment Corp. became the parent company of PMC, which was a development stage company with an inception date of May 20, 2003, and two wholly-owned operating subsidiaries that are engaged in the following services: (i) the formation and operation of a television network, The Tube, which airs traditional music videos and live concerts of contemporary music material that is derived from archived video and music collection libraries, and (ii) a production, marketing and distribution record company, PRI. PMC was dissolved in July of 2004 and at that time The Tube and PRI became wholly-owned subsidiaries of AGU Entertainment Corp. In February 2005, PRI officially changed its name to AGU Music, Inc.

In the third quarter of 2004, our board of directors decided to purchase and develop a facility that would serve as a comprehensive media entertainment recording and production facility that would encompass film, television and musical projects. On December 22, 2004, we closed on the purchase of a 162,000 square foot facility situated on 23 acres of land in Lauderdale Lakes, Florida. We expected to generate revenue by offering technical and production services in the areas of film, television and music production, and through the rental of office and studio space. A limited amount of production activity did take place on the Lauderdale Property in 2004, and in February 2005 we formed a separate subsidiary, AGU Studios, under which our studio development and production activities were to have taken place. During 2005, our board of directors and management determined that it was in the best interest of the stockholders to abandon the AGU Studios concept and use the proceeds from the sale of the Lauderdale Property to alleviate our liquidity issues, retire currently maturing debt, and provide additional funds for working capital. On September 1, 2005, we entered into an agreement for purchase and sale, dated as of August 29, 2005, with Tarragon South Development Corp., referred to as Tarragon, pursuant to which we agreed to sell and Tarragon agreed to buy the Lauderdale Property. The proceeds from the sale of the property, which took place on December 28, 2005, were used to pay debt, provide working capital and provide a positive effect on our ability to obtain favorable financing for future growth. Proceeds from the sale totaled approximately $15 million, of which $10.25 million was used to repay the convertible promissory note payable to Mitchell Entertainment Company issued on December 22, 2004, the convertible promissory note payable to Elizabeth Buntrock issued on December 22, 2004, the promissory note payable to Elizabeth Buntrock issued on October 1, 2005 and the balance was used for working capital. As a result, our attention is on the growth of The Tube and particularly expanding the reach of The Tube into additional U.S. households and major markets throughout the United States.

The Tube is a 24-hour per day broadcast digital television network that will deliver high quality music video, audio, pay-per-view options and commerce to digital viewers nationally. We expect to launch The Tube beginning in the second quarter of 2006, and a much broader launch in the third quarter of 2006. The Tube is currently available in approximately 2.9 million households in various parts of the United States.

In the late 1990’s, broadcasters throughout the country were granted portions of the airwaves at no cost with the understanding that they would provide free digital signals as part of the U.S. government’s desire for high definition television. However, due to improvements in digital signal compression, the bandwidth required to broadcast digital television was substantially reduced, leaving broadcasters with excess bandwidth to use at their discretion. As a result, there are currently a number of media companies that have the ability to offer a digital quality picture over the air directly to consumers and indirectly through the cable and satellite operators’ digital box using surplus bandwidth from local broadcasters. These media outlets can offer additional channels to broadcast local news, sports, weather or other specialty services like The Tube.

AGU Music was formed to produce both studio albums and DVD concerts. It entered into several agreements for distribution and released three albums to the public in 2004. Our ability to produce new albums and DVD concerts in 2006 will be dependent on the amount of working capital available to us for the required marketing, promotional and other operating expenses necessary to produce recorded music projects. We did not produce any new albums and DVD concerts in 2005 due to the limited availability of working capital. See “Liquidity and Capital Resources.”

On March 6, 2006, The Tube entered into a charter affiliation agreement with Tribune. The charter affiliation agreement provides Tribune the exclusive right and obligation to transmit The Tube’s music network via broadcast television from Tribune’s existing and acquired stations in 22 new markets specified in the charter affiliation agreement. On March 22, 2006, The Tube entered into a charter affiliation agreement with Sinclair. The charter affiliation agreement provides Sinclair the exclusive right and obligation to transmit The Tube’s music network from Sinclair’s existing and acquired stations in 36 new markets specified in the charter affiliation agreement. These charter affiliation agreements provide the terms and conditions of broadcasting, as well as certain guaranteed obligations of each of the parties. The Tube also has a charter affiliation agreement with Raycom, wherein Raycom broadcasts The Tube music network on 13 stations in their markets. The combined agreements will put The Tube music network in 9 of the top 10 and 71 of the top 100 market areas in the United States by the end of 2006.

Our business plan has The Tube delivering free-to-the-consumer, advertiser supported music video programming 24 hours per day, seven days a week. We anticipate that The Tube’s music network will be in approximately 23 million homes by the end of 2006. The Tube will be the only all-music multicast network on television and will not air any game shows, awards shows, reality shows or news shows. In addition to revenue generated from national advertising, it is intended that The Tube will also have a local component offering radio tie-ins, local marketing, promotions and local advertising. In addition, The Tube will feature a direct e-commerce component that will enable the audience to purchase the music they see and hear immediately by telephone or online.

We anticipate that The Tube will be the first music network to be distributed using the digital, over-the-air signal of broadcast television stations and will achieve its national distribution targets by creating revenue opportunities for broadcasters that carry The Tube. We expect to launch The Tube beginning in the second quarter of 2006, and a much broader launch in the third quarter of 2006, with a national media campaign utilizing marketing, promotions and public relations to reach every relevant audience for the network. The campaign will be designed to heighten awareness of the network, stimulate demand for it across the country and cultivate its image as the only network that delivers quality music and entertainment content.

We believe that we will be able to generate advertising and e-commerce revenues from The Tube music network, however, our revenue model is new and evolving, and we cannot be certain that it will be successful. The potential profitability of The Tube’s business model is unproven and there can be no assurance that it can achieve profitable operations. Our ability to generate revenues depends, among other things, on our ability to launch our television network and sustain advertising and e-commerce revenues. See "Risk Factors - Our business revenue generation model is unproven and could fail.”

Recent Developments

On May 25, 2006, our wholly-owned subsidiary, The Tube Music Network, Inc., entered into an amendment to the services agreement with Crawford Communications, Inc. dated as of July 13, 2005. The monthly fee during the term of the agreement that we are required to pay to Crawford Communications, Inc. was increased from $40,000 to $55,080.

Restatement

Results of Operations for the Year Ended December 31, 2005 Compared to the Year Ended December 31, 2004

Revenues for the year ended December 31, 2005 were $361,000 compared with $907,000 for the same period in 2004. Revenues in both periods relate to AGU Music and the decrease in revenues is a result of the decline in records released during 2005 compared with 2004, primarily due to the Company’s liquidity issues. Gross profit for AGU Music was $330,000 in 2005 compared with $799,000 in 2004.

Operating expenses for the year ended December 31, 2005 were $8.5 million compared with $6.2 million for the same period in 2004. Operating expenses in 2005 related primarily to development and production of The Tube, and included general and administrative costs of $6.3 million, legal expenses of $1,039,000 and auditing expenses of $128,000. Operating expenses in 2004 related primarily to development and production of The Tube, and included general and administrative costs of $4.1 million, legal expenses of $503,000 and auditing expenses of $80,000. Promotion and advertising expense in 2005 was $300,000 compared with $1.3 million in 2004, a decrease of $1 million, which is principally related to the decline in records released during 2005 compared with 2004.

Interest expense for the year ended December 31, 2005 was $6.6 million, which included $3.4 million related to amortization of debt discounts, compared with interest expense of $304,000, which included $123,000 related to amortization of debt discounts, in the same period in 2004. This increase was primarily due to the increase in our notes payable.

Settlement expenses in 2005 were $1.3 million and relate to the settlement of a legal dispute and a settlement with two co founders of the company, also relating to a dispute. There were no settlement expenses in 2004.

Discontinued operations for the year ended December 31, 2005, which is principally related to the sale of the Lauderdale Property, included a loss from discontinued operations of $3.4 million and a gain from disposal of discontinued operations of $5.2 million. During 2004, the loss from the discontinued operations was $219,000 and was also principally related to the Lauderdale Property.

We did not record a tax benefit during this period as we determined that it was more likely than not that we would not be able to generate sufficient taxable income to use any net deferred tax assets. As such, we recorded a valuation allowance equal to the net deferred tax asset that existed at December 31, 2004 and increased our valuation allowance so that no net tax benefit was recorded in 2005.

Our net deficit as of December 31, 2005 was $20.9 million, of which $14.2 million was attributable to fiscal 2005.

We have entered into several charter affiliate agreements with television broadcasters, which we believe will allow The Tube to be seen in approximately 23 million homes by the end of 2006. While we expect this market penetration to generate a substantial increase in marketing, promotion and other expenses at The Tube, we also expect that our revenues will increase sufficiently enough to cover these increases. Thus, our results of operations in fiscal 2005 are not indicative of our projected results of operations in fiscal 2006 and beyond.

Results of Operations for the Three Months ended March 31, 2006 and 2005

We have recorded no revenues for the three months ended March 31, 2006 compared the $105,927 in net revenues for the three months ended March 31, 2005. During the first fiscal quarter of 2005, the Company generated revenue primarily from its record label subsidiary. During the first fiscal quarter of 2006, the Company did not generate any revenue from its record label subsidiary or music network subsidiary.

Operating expenses from continuing operations were $1,931,096 and $2,856,618 in the three months ended March 31, 2006 and 2005, respectively, the majority of which was general and administrative expenses. General and administrative expenses were $1,121,256 for the three months ended March 31, 2006, compared with $2,446,289 for the three months ended March 31, 2005. The decrease reflects reductions in payroll and payroll taxes, consulting and production and planning expenses in both the record label subsidiary, the music network subsidiary and our corporate offices. Legal and professional expenses were $488,917 and $273,671, for the three months ended March 31, 2006 and March 31, 2005, respectively. The increase reflects increased compliance cost for SEC filings, legal costs in connection with the two charter affiliation agreements entered into during the first quarter of 2006 and auditing expenses. Thus far in 2006 our liquidity constraints have limited our ability to engage in marketing, promotion, advertising and similar expenses necessary to develop our business. We expect this trend to continue until such time as we can complete another substantial debt or equity offering.

Our operating loss from continuing operations for the three months ended March 31, 2006 was $1,931,096 compared to the operating loss of $2,773,430 reported for the three months ended March 31, 2005, based in part on (1) increases in operating expenses due to the Company’s engagement in operations and entering into material transactions, (2) increases in accounting and legal fees and other internal costs relating to compliance with federal and state securities laws, offset by a $1.1 million compensation expense in the first quarter of 2005 to a director and reduced interest expense of $653,596.

Our operating loss from discontinued operations for the three months ended March 31, 2006 was $2,633 compared to the operating loss of $183,638 for the three months ended March 31, 2005.

Interest expense in the three months ended March 31, 2006 was $653,596 compared to $1,287,684 in 2005, and includes $537,084 for the reduction of debt discounts, compared with $529,003 in the three months ended March 31, 2005. Interest expense decreased primarily due to the level of indebtedness in the first quarter of 2006 compared to the first quarter of 2005.

We have reported a net loss for the three months ended March 31, 2006, of $2,576,819 compared to the net loss of $4,244,752 reported for the three months ended March 31, 2005.

Liquidity and Capital Resources

The growth and development of our business will require a significant amount of additional working capital. We currently have limited financial resources and based on our current operating plan, we will need to raise additional capital in order to continue as a going concern. We currently do not have adequate cash to meet our short or long term objectives. In the event additional capital is raised, it may have a dilutive effect on our existing stockholders.

As a company that has recently emerged from the development phase with a limited operating history, we are subject to all the substantial risks inherent in the development of a new business enterprise within an extremely competitive industry. We cannot assure you that the business will continue as a going concern or ever achieve profitability. Due to the absence of an operating history and the emerging nature of the markets in which we compete, we anticipate operating losses until such time as we can successfully implement our business strategy, which includes the national launch of The Tube. In the year ended December 31, 2005 and 2004, we had revenues of $361,000 and $907,000, respectively, and incurred a net loss of approximately $14.2 million and $5.9 million, respectively. In the three months ended March 31, 2006, we had no revenues to report, compared with $105,927 in net revenues for the three months ended March 31, 2005. We also reported a net loss of approximately $2.6 million for the three months ended March 31, 2006 compared to a net loss of $4.2 million reported for the three months ended March 31, 2005. Our financial condition and operating results, specifically a working capital deficiency of approximately $4.3 million and $5.3 million, an accumulated deficit of approximately $20.9 million and $23.5 million, and net cash used in operations of approximately $5.5 million and $656,946 during 2005 and the first quarter of 2006, respectively, raise substantial doubt about our ability to continue to operate as a going concern. Because of losses incurred by us to date and our general financial condition, our independent registered public accounting firm inserted a going concern qualification in their audit report for the most recent fiscal year that raises substantial doubt about our ability to continue as a going concern. Because of losses incurred by us to date and our general financial condition, we received a going concern qualification in the audit report from our auditors for the most recent fiscal year that raises substantial doubt about our ability to continue to operate as a going concern.

Since our inception, we have financed our operations through numerous debt and equity issuances. In addition to the convertible notes discussed below, from 2003 through the first quarter of 2006, we issued an aggregate principal amount of approximately $12.2 million of promissory notes, convertible notes or debentures, approximately $3.3 million of which plus accrued interest, were subsequently converted into 1,173,540 shares of our common stock and $3.3 million was repaid in 2005. Approximately $1.3 million of the remaining convertible promissory notes mature in the fourth quarter of 2006 and a $150,000 promissory note matured on June 30, 2005. The June 30, 2005 note remains unpaid as of March 31, 2006. On April 12, 2006, the due date of this note was extended until such time we raise an additional $2 million of equity or equity related securities in addition to the $2.45 million raised on April 21, 2006. Interest on the convertible and promissory notes are payable quarterly at a rate of 10%, other than the convertible notes issued on April 21, 2006. As of March 31, 2006, all accrued interest on the notes has been paid. While these notes are convertible into shares of our common stock at a conversion price between $2.00 and $3.00 per share, there can be no assurances that these notes will be converted prior to their becoming due. We currently do not have the financial resources to repay these promissory notes without additional financing.

In June of 2004, we entered into an agreement with Radical Media Inc., referred to as Radical, whereby Radical will design and develop network logos, graphic templates, and on-air interstitials for The Tube. In accordance with the terms of the agreement, as amended, we were required to pay $200,000, all of which has been paid, and were required to issue 150,000 shares of our common stock, all of which were issued.

On September 15, 2004, we issued a $500,000 convertible promissory note payable to Galt Financial Corporation, referred to as the Galt Note. The Galt Note pays interest quarterly at an annual rate of 10%, and matures on September 13, 2006. As of March 31, 2006 the accrued interest balance on the note amounts to $12,329. In accordance with the terms of the Galt Note, the lender may convert all or any portion of the outstanding principal into shares of our common stock at a conversion price of $1.00 per share. In connection with this transaction, we issued warrants to the lender with a five-year term to purchase a total of 500,000 shares of our common stock at a price of $1.00 per share, subject to certain adjustments. We also issued 500,000 shares of our common stock to a principal of the lender as part of this transaction. On April 27, 2006, we paid $37,534 in interest on the Galt Note.

At December 31, 2005, payments required under our known contractual obligations over the next three years are as follows:

	2006		2007		2008		Total
Principal on notes payable	$	3,073,828	$	1,445,000	$	—	$	4,518,828
Operating leases		14,190		—		—		14,190
Capital leases		11,278		1,636		—		12,914
Equipment note		12,986		12,986		10,696		36,668
Total contractual obligations	$	3,112,282	$	1,459,622	$	10,696	$	4,582,600

At March 31, 2006, payments required under our known contractual obligations over the next three years are as follows:

	2006		2007		2008		Total
Principal on notes payable	$	3,674,531	$	1,570,000	$	510,000	$	5,754,531
Operating leases		14,190		—		—		14,190
Capital leases		1,535		1,008		—		2,543
Total contractual obligations	$	3,690,256	$	1,571,008	$	510,000	$	5,771,264

In the fourth quarter of 2004, we purchased the Lauderdale Property and sold the Lauderdale Property on December 28, 2005. The proceeds from the sale of the Lauderdale Property were used to pay debt and provide working capital and provide a positive effect on our ability to obtain favorable financing for future growth. Proceeds from the sale totaled approximately $15 million, of which $10.25 million was used to repay (i) the convertible promissory note payable to Mitchell Entertainment Company issued on December 22, 2004, (ii) the convertible promissory note payable to Elizabeth Buntrock issued on December 22, 2004, and (iii) the promissory note payable to Elizabeth Buntrock issued on October 1, 2005 and the balance was used for working capital.

On March 31, 2006, we entered into agreements with two individuals, referred to as the lenders, pursuant to which the lenders agreed to loan an aggregate amount of $800,000, referred to as the bridge loan, to us. In connection with the bridge loan, we issued two promissory bridge notes, in the aggregate principal amount of $800,000, to the lenders, both of whom are accredited investors. Pursuant to the terms of the bridge notes, the bridge loan will accrue interest at the rate of four percent per year, and the principal and interest on the bridge notes will be due on March 31, 2007. The payments due under the bridge notes will be accelerated as follows: (i) in the event we close a round of financing of not less than $2.0 million and not more than $2.49 million prior to March 31, 2007, we will pay each lender an amount equal to $320,000; and (ii) in the event we close a round of financing equal to or greater than $2.5 million prior to March 31, 2007, we will pay each lender the total amount due under each note. Upon the occurrence of an event of default under the bridge notes, (i) the entire unpaid balance of the principal and any interest on the bridge notes will bear interest at the rate of 12% per year; and (ii) the holders of the bridge notes may, without notice and at their option, accelerate the maturity of the bridge notes and cause the entire unpaid balance and any interest on the bridge notes to be immediately due and payable. An event of default under the bridge notes occurs upon (i) our failure to timely pay any amount due under the bridge notes; (ii) the institution of any bankruptcy, reorganization, insolvency, liquidation or other proceeding for relief by or against us, and if instituted against us, we consent to any such proceeding or such proceeding is not dismissed within 90 calendar days; and (iii) any breach by us of the terms of the bridge notes that remains uncured for more than five days after receipt of written notice of such breach. The bridge loan was repaid with the proceeds of the sale of securities on April 21, 2006 as described below.

On April 21, 2006, we completed a private placement of $2.45 million of securities. In connection with the private placement, we and the investors entered into a purchase agreement dated as of April 21, 2006. Pursuant to the terms of the purchase agreement, we sold 7% secured convertible notes in the aggregate principal amount of $2.45 million, referred to as the 7% Notes, and issued common stock purchase warrants to purchase an aggregate of 1,088,889 shares of common stock at an exercise price of $2.25 per share to the investors. Palladium Capital Advisors LLC acted as placement agent receiving a commission of $68,000. The proceeds of this offering were used to repay debt and provide additional working capital that will be necessary to help launch The Tube during the second and third quarters of 2006. Although, there can be no assurances that we will be successful in raising the additional capital to implement our business plan.

Pursuant to the terms of the 7% Notes, we are required to make equal monthly payments of principal commencing on November 21, 2006 and continuing, on the first business day of each month, until the aggregate principal amount has been paid in full. Interest on the 7% Notes accrues quarterly and is payable on the last day of March, June, September and December of each year, commencing on September 30, 2006. At our option and subject to certain conditions, principal and interest payments due under the 7% Notes may be paid in cash or shares of common stock.

On April 27, 2006, we repaid $182,818 on promissory notes payable to one of our stockholders and the principal of Galt Financial Services, plus $56,752 in interest on such notes. In addition, we paid $37,534 in interest payable on the Galt Note.

Cash used in operations for the year ended December 31, 2005 was $5.5 million, which was primarily the result of our accumulated deficit of $20.9 million as of December 31, 2005, partially offset by increases to accounts payable and accrued expenses, non cash expenses and the issuance of common stock in exchange for services. Cash used in operations for the three months ended March 31, 2006 was $656,946, which was primarily the result of our accumulated deficit of $23.5 million as of March 31, 2006, partially offset by increases to accounts payable and accrued expenses, non cash expenses and the issuance of common stock in exchange for services. We expect to continue to generate negative cash flows from operations until such time as we can complete a substantial debt or equity offering and launch The Tube nationally, which we currently expect will be the fourth quarter of 2006. There can be no assurances that we will be successful in launching The Tube in this timeframe.

Cash provided by investing activities for the year ended December 31, 2005 amounted to $14.4 million and is attributable primarily to the sale of the Lauderdale Property. Cash used in investing activities for the three months ended March 31, 2006 amounted to $37,963 and was attributable primarily capital expenditures. Cash used in investing activities from inception through December 31, 2004 amounted to $1.5 million consisting primarily of $1.1 million for the purchase of, and capital improvements to, the Lauderdale Property and $150,000 spent under the agreement with Radical. Capital expenditures in 2006 will depend largely upon our ability to raise additional capital; however, our business plan currently assumes approximately $2.5 million of capital expenditures over the balance of fiscal 2006.

We received cash used in financing activities during 2005 in the amount of $9.3 million which was mainly comprised of the aggregate principal payment amount of $10.2 million of convertible notes issued as described above. We received cash used in financing activities during the first three months of 2006 in the amount of $1.2 million which was mainly comprised of the of convertible notes issued as described above and the bridge loan discussed above.

During 2004 we did not remit our payroll taxes timely due to liquidity issues and have recorded a liability for the 2004 unpaid payroll taxes in the amount of $45,147 and the expected interest and penalties for 2004 in the amount of $30,442. In 2005 we did not remit our payroll taxes timely due to liquidity issues and recorded a liability for the unpaid taxes of $157,936 and an estimate of the expected interest and penalties in respect of the late taxes for 2005, in the amount of $152,731. We believe the amounts reserved are adequate in all material respects. The Company paid its payroll taxes for the first quarter of 2006 late, and has recorded a liability in the amount of $36,716 as an estimate of the expected interest and penalties in respect of the late taxes for 2006.

We have experienced liquidity issues since our inception due primarily to our limited ability, to date, to raise adequate capital on acceptable terms. We have historically relied upon the issuance of promissory notes that are convertible into shares of our common stock to fund our operations and currently anticipate that we will need to continue to issue promissory notes to fund our operations and repay our outstanding debt for the foreseeable future. At December 31, 2005 and March 31, 2006, we had $4.5 million and $5.8 million, respectively, of promissory notes and convertible notes outstanding. If we are unable to issue additional promissory notes or secure other forms of financing, we will have to evaluate alternative actions to reduce our operating expenses and conserve cash.

Our financial condition and operating results, specifically a working capital deficit of approximately $4.3 million and $5.3 million, an accumulated deficit of approximately $20.9 million and $23.5 million, as well as a net loss of approximately $14.2 million and $2.6 million in fiscal year 2005 and the three months ended March 31, 2006, respectively, raise substantial doubt about our ability to continue as a going concern. See “Risk Factors - Because of losses incurred by us to date and our general financial condition, we received a going concern qualification in the audit report from our independent registered public accounting firm for the most recent fiscal year that raises substantial doubt about our ability to continue to operate as a going concern.”

As a result of our liquidity issues, we have experienced delays in the repayment of certain promissory notes upon maturity and payments to vendors and others. However, certain holders of our promissory notes agreed in 2005 to extend the due dates on their promissory notes. If in the future, the holders of our promissory notes may demand repayment of principal and accrued interest instead of electing to extend the due date and if we are unable to repay our debt when due because of our liquidity issues, we may be forced to refinance these notes on terms less favorable to us than the existing notes, seek protection under the federal bankruptcy laws or be forced into an involuntary bankruptcy filing. See “Risk Factors - If we continue to experience liquidity issues and are unable to generate revenue, we may be unable to repay our outstanding debt when due and may be forced to seek protection under the federal bankruptcy laws.”

On April 21, 2006, we completed a private placement of 7% secured convertible notes in the aggregate amount of $2.45 million, convertible into shares of common stock at $2.25 per share and issued warrants to purchase 1,088,889 shares of common stock at $2.25 per share. The proceeds, part of which was used to repay the bridge loan entered into on March 31, 2006, are being used for working capital and capital expenditures in connection with the national launch of The Tube beginning in the second and third quarters of 2006. We will, however, need to raise substantial additional capital to continue the national launch of The Tube beyond the third quarter of 2006 and provide substantial working capital for the development of national advertising relationships, increases in operating costs resulting from additional staff and office space until such time as we begin to generate revenues sufficient to fund ongoing operations. We believe that, in the aggregate, we will need as much as approximately $15 million to $20 million to complete the launch of The Tube, repay debt obligations, provide capital expenditures for additional equipment, payment obligations under charter affiliation agreements, office space and systems for managing the business, and cover other operating costs until advertising and e-commerce revenues begin to offset our operating costs. There can be no assurances that we will be successful in raising the required capital to complete this portion of our business plan.

Critical Accounting Policies and Estimates

We have identified the policies outlined below as critical to our business operations and an understanding of our results of operations. The listing is not intended to be a comprehensive list of all of our accounting policies. In many cases, the accounting treatment of a particular transaction is specifically dictated by accounting principles generally accepted in the United States, with less need for management's judgment in their application. The impact and associated risks related to these policies on our business operations are discussed throughout this “Management's Discussion and Analysis or Plan of Operations” where such policies affect our reported and expected financial results. For a detailed discussion on the application of these and other accounting policies, see Note 1 in the Notes to the Consolidated Financial Statements in Item 7. Note that our preparation of this prospectus requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of our financial statements, and the reported amounts of revenue and expenses during the reporting period. There can be no assurance that actual results will not differ from those estimates.

Revenue Recognition and Accounts Receivable

With respect to the sales of recorded music, we recognize revenue when products are shipped to retail music outlets. Revenue is recorded net of distribution fees and an allowance for anticipated returns in accordance with the terms of our distribution agreements and established industry practice. Other revenues are recognized as services are provided to the customer and collectibility is reasonably assured. AGU Music records accounts receivable based on amounts due from our distributors of recorded music in accordance with the net revenue earned, less production, marketing and promotional expenses incurred by the distributors on AGU Music’s behalf. At December 31, 2005, we had an allowance for doubtful accounts in the amount of $195,703.

Intangibles

We continually evaluate whether events and changes in circumstances warrant revised estimates of useful lives or recognition of an impairment loss of our intangibles, which as of December 31, 2005, consist mainly of network logos, graphic templates and on-air interstitials developed for The Tube, and contractual rights under a recorded music distribution agreement. The conditions that would trigger an impairment assessment of our intangible assets include a significant, sustained negative trend in our operating results or cash flows, a decrease in demand for our products, a change in the competitive environment and other industry and economic factors. We measure impairment of our intangibles utilizing the undiscounted cash flow method. If the estimated undiscounted cash flows do not exceed the value of the related intangible, we then compare the carrying amount of the asset to its fair value based on estimated discounted cash flows. If the unamortized balance of the intangible asset exceeds its fair value as measured by the discounted cash flows, an impairment charge is recorded to write the value of the intangible asset down to its fair value. We did not record any impairment for intangibles for the years ended December 31, 2005 and 2004.

Accounting for Income Taxes

As part of the process of preparing our consolidated financial statements, we are required to estimate our income taxes. This process involves estimating our actual current tax exposure together with assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included within our consolidated balance sheet. We must then assess the likelihood that our deferred tax assets will be recovered from future taxable income and to the extent we believe that recovery is not likely, we must establish a valuation allowance. To the extent we establish a valuation allowance or increase this allowance in a period, we must include an expense within the tax provision in the consolidated statement of operations.

Significant management judgment is required in determining our provision for income taxes, our deferred tax assets and liabilities and any valuation allowance recorded against our net deferred tax assets. We have recorded a valuation allowance of $6,189,960 as of December 31, 2005, due to uncertainties related to our ability to utilize some of our deferred tax assets, primarily consisting of certain net operating losses carried forward before they expire and certain accrued expenses, which are deferred for income tax purposes until paid. The valuation allowance is based on our estimates of taxable income and the period over which our deferred tax assets will be recoverable. The net deferred tax asset as of December 31, 2005 was $0, net of the valuation allowance.

Issuances of Common Stock

Because of the significant liquidity issues we have faced since our inception, we have been required to issue common stock to third party vendors and others in order to pay for services rendered. Such issuances are recorded as an expense in the period in which the services are performed. At the time such services were performed there was no trading market for our common stock and the value of our stock was not readily determinable. During 2005, we issued an aggregate of 300,475 shares of common stock to third parties in exchange for services performed. These services were valued at $719,146 for fiscal year ended December 31, 2005. We issued 646,106 shares of common stock to employees and directors in 2005, and recorded compensation expense of $1,519,123. We issued 200,000 shares of common stock pursuant to a charter affiliation agreement. The charter affiliation agreement provides distribution services for five years which were valued at $472,000 for fiscal year ended December 31, 2005. We issued 135,083 shares of common stock to settle certain liabilities of $370,713. We issued 500,000 shares of common stock to two co-founders of the company as an adjustment to the shares allocated to the original investors of the company. We also issued 397,800 shares of common stock in connection with certain equipment purchases. These purchases were valued at $649,500 for fiscal year ended December 31, 2005. Also, we issued 60,000 shares in connection with amending the terms of certain notes payable and recorded $138,006 in interest expense and 4,671 shares of common stock for payment of interest expense in lieu of cash and recorded $9,178 in interest expense. The amount of expense recorded in connection with these issuances of common stock required significant management judgment. Factors considered by management in determining these valuations included management’s assessment as to the value of the services performed and assets acquired.

Recent Accounting Pronouncement

In December 2004, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 123, Share-Based Payments (revised 2004), (“SFAS No. 123R”). This statement eliminates the option to apply the intrinsic value measurement provisions of Accounting Principles Board (“APB”) Opinion No. 25, Accounting for Stock Issued to Employees, to stock based compensation issued to employees. The Statement requires companies to measure the cost of employee services received in exchange for an award of equity instruments based on the fair value of the award at the date of grant, and recognize that cost over the period during which an employee is required to provide services in exchange for the award. SFAS No. 123R is effective as of the first annual reporting period that begins after December 15, 2005. As of January 1, 2005, SFAS No. 123R applies to the Company. Adoption of SFAS No. 123R will not have a material effect on the Company’s results of operations.

MANAGEMENT

The following table presents information about each of our executive officers and directors as of the date of this document. There are no family relationships among any of our executive officers and directors.

Name	Age*	Position

D. Patrick LaPlatney	47	Class III Director and Chief Executive Officer of Tube Media

David C. Levy	53	Class II Director and President of Tube Media

Celestine F. Spoden	61	Chief Financial Officer, Treasurer and Secretary of Tube Media

Les Garland	58	Class III Director and Senior Executive Vice President of Tube Media and Chief Executive Officer of The Tube

John W. Poling	60	Class III Director and Executive Vice President of Corporate Development of Tube Media

Shane E. Coppola	40	Chairman of the Board (Class II Director)

Gregory R. Catinella	56	Class I Director

Michael Brauser	50	Class I Director

*As of June 30, 2006.

D. Patrick LaPlatney serves as our Chief Executive Officer since July 31, 2006 and a director since July 26, 2006. From September 2002 until July 2006, he served as Executive Vice-President of Westwood One, a provider of news, sports, music, talk, entertainment, programs, features, live events and 24/7 formats. Mr. LaPlatney served as Senior Vice-President of Westwood One Television, the television division of Westwood One, from 1999 to August 2002. Prior thereto, he served as Senior Vice-President, Television of Metro Networks, a traffic gathering and reporting company from 1997 to 1999. He also served in various capacities of Raycom, Inc. from 1989 to 1997.

David C. Levy has served as President of the Company since August 2003. Prior to joining us, Mr. Levy was the Vice President of Business Development of Northwestern Bell Phones, a manufacturing and marketing company of consumer electronics from 1995 to 2003. Mr. Levy became a director of the company upon the consummation of the share exchange with Pyramid Music Corp. in April 2004.

Celestine F. Spoden has served as our Chief Financial Officer, Treasurer and Secretary since July 11, 2006. From March 2006 through May 2006, Mr. Spoden was consulting Chief Financial Officer for Strategic Capital Resources, Inc., a specialty real estate finance firm in Boca Raton, Florida. From August 2003 through February 2006, Mr. Spoden worked on mergers and acquisitions for the business brokerage firm of Strategic Alliance Funding & Equity, Inc. in Fort Lauderdale, Florida. From July 2002 through July 2003, Mr. Spoden was an independent financial consultant in Boca Raton, Florida. From August 1999 through February 2002, Mr. Spoden was the Chief Financial Officer and a member of the Board of Directors of International Cosmetics Marketing, Inc., d/b/a Beverly Sassoon & Company, a publicly traded and reporting company in Boca Raton, Florida that develops, markets and distributes skin care products. Mr. Spoden was a Financial Consultant to Beverly Sassoon & Company for the period of March 2002 through June 2002. From January 1996 until May 1999, Mr. Spoden was Chief Financial Officer of Easy Access International, Inc., a publicly-owned holding company in Boca Raton, Florida with subsidiaries engaged in the development, marketing and distribution of telecommunication products and services. From October 1993 until January 1996, Mr. Spoden was an independent business and financial advisor, including significant services to Ernst & Young, LLP, in Boca Raton, Florida. From June 1969 through September 1993, Mr. Spoden was employed by Ernst & Young LLP in Baltimore, Maryland and New York City. Mr. Spoden became licensed as a Certified Public Accountant in 1971 and was a general partner and an accounting and auditing partner of Ernst & Young LLP for the period October 1982 through September 1993.

Les Garland has served as President of The Tube from August 2003 until he became Chief Executive Officer of The Tube in March 2006, and has as President of Afterplay Marketing, Inc., an entertaining consulting company, since 1995. Mr. Garland is also a Senior Executive Vice President of the company, which position he has held since April 2004. From 1998 to 2000, Mr. Garland was a consultant to the College Television Network, a television network on college campuses across the United States. Mr. Garland became a director of the company upon the consummation of the share exchange with Pyramid Music Corp. in April 2004. Mr. Garland was a co-founder/originator of both MTV: Music Television and VH-1. In 1987, MTV Networks was sold to Viacom Inc. for over $1 billion. In the 1990's, Mr. Garland played an essential role in the domestic and international launch of the interactive music channel, The Box, acting as senior executive vice president. Responsible for entertainment programming, promotion, advertising sales and marketing, Mr. Garland oversaw the rollout of the channel from a base of 200,000 homes at its inception to more than 30 million U.S. households and 25 million households internationally. In 1998, The Box was sold to Viacom Inc. Mr. Garland's next venture was College Television Network. He was involved in the rollout, which put the network on college campuses across the country. In 2000, the College Television Network was sold to Viacom Inc.

John W. Poling has served as our Executive Vice President of Corporate Development since July 11, 2006. From November 2004 until July 11, 2006, Mr. Poling served as our Executive Vice President and Chief Financial Officer and was chairperson of our audit committee from April 1, 2004 until his appointment as our Chief Financial Officer. Mr. Poling was a partner at Tatum Partners, LLP from December 2002 to November 2004, which provides financial services to emerging growth, middle market and multinational companies. Prior to joining Tatum Partners, LLP, Mr. Poling served as Chief Financial Officer of U.S. Plastic Lumber Corp., a manufacturer and distributor of plastic lumber products, from March 1999 to July 2002. In July of 2004, U.S. Plastic Lumber Corp. filed for protection under the federal bankruptcy laws. Mr. Poling serves on the board of directors of Kreisler Manufacturing Corporation, a manufacturer and distributor of metal aircraft engine and industrial turbine components, SystemOne Technologies Inc., a manufacturer and distributor of self-contained recycling parts washers and American Ecology Corporation, a company that provides hazardous and non-hazardous waste services to commercial and government customers. From 2002 to 2004, Mr. Poling also served as a Director of National Earth Services, Inc., an environmental services company. Mr. Poling became a director of the company upon the consummation of the share exchange with Pyramid Music Corp. in April 2004.

Shane E. Coppola has served as a director since July 26, 2006 and as our Chairman of the Board since July 31, 2006. Mr. Coppola has served as the Managing Member of American Skating Centers, LLC, a company that acquires, builds and operates ice skating facilities since June 2006. From May 2003 through December 2005, Mr. Coppola served as Chief Executive Officer, President and a board member of Westwood One. From 2002 to 2003, he served as Chairman of Home Media Corp. From 1999 to June 2002, he served as Executive Vice President of Westwood One. Prior thereto, Mr. Coppola served as Executive Vice President and a director of Metro Networks from 1992 to 1999. Mr. Coppola is a director of Global Traffic Network, Inc., a provider of traffic and news reports to radio and television stations throughout Australia and Canada.

Gregory R. Catinella has been the owner of Catinella Realty, a real estate investment company, since January 2004. Prior to owning Catinella Realty, Mr. Catinella was Chairman and President of Catinella Consulting Inc., a provider of consulting, marketing and business development services to public and private companies since 1986. Mr. Catinella became a director of the company upon the consummation of the share exchange with Pyramid Music Corp. in April 2004.

Michael Brauser has served as our director since July 11, 2006. Mr. Brauser served as Chief Executive Officer of Kertz Security Systems Inc., a private security system company, from November 1997 to January 1996. He also worked as Senior Vice President with Wayne Huiezenga’s Republic Industries, which later became AutoNation, Inc. from 1995 to 1997. Mr. Brauser is currently an investor in public and private companies. He was also a founder of Naviant Inc., an internet marketing company, in 1999 and served as the Chief Executive Officer until it was sold to Equifax Inc. for $135 million in August 2002. Mr. Brauser was also a founder of Seisint, Inc., an information and data company, in 1999 that was sold to LexisNexis® in 2003 for $780 million. Mr. Brauser is the Chairman of the Board of Sendtec Inc., which is an internet marketing company, and is on the Board of Directors of the business school of the University of Florida.

Board of Directors

Pursuant to our amended and restated certificate of incorporation and bylaws, as amended, our board of directors shall consist of at least one and not more than fifteen directors, with the exact number to be fixed from time to time by our board of directors. Our board of directors currently has four members.

Upon the consummation of the merger on October 21, 2004, our board of directors was divided into three classes, designated as Class I, Class II and Class III. The initial term of the Class I directors was scheduled to expire after the 2005 annual meeting of stockholders, the initial term of the Class II directors expires after the 2006 annual meeting of stockholders, and the term of the Class III directors expires after the 2007 annual meeting of stockholders. After each such meeting, the newly elected directors will serve three-year terms. Upon the consummation of the merger, Mr. Catinella was designated a Class I director, Mr. Levy was designated a Class II director, and Mr. Garland and Mr. Poling were designated Class III directors. The company did not hold a 2005 annual meeting of stockholders; therefore, the directors for Class I and Class II will be voted upon at the 2006 annual meeting of stockholders. After such meeting, the Class I directors elected will serve two-year terms.

Executive Compensation

Summary Compensation Table

The following table sets forth the total compensation paid to or accrued for the fiscal years ended December 31, 2005, 2004 and 2003 to the president and our other named executive officers. No officer or director has received stock options or non-cash consideration.

Name and Principal Position	Fiscal Year		Salary		Bonus		All Other Compensation
David Levy		2005	$	174,000	$	40,000	$	19,374 (1	)
President and Director of Tube Media		2004	$	172,000		—	$	13,695 (2	)
		2003	$	3,607		—	$	11,934 (3	)

Les Garland		2005	$	406,154	$	85,000	$	19,394 (4	)
Executive Vice President and Director of The Tube		2004 2003	$ $	397,343 64,421	$	— 29,000	$	1,031 (5) —

John W. Poling		2005	$	130,000	$	30,000		—
Executive Vice President, Former Chief Financial Officer and Director of Tube Media (5)		2004 2003	$	45,500 —		— —		— —

(1)	Includes compensation for an automobile allowance of $18,000 and health insurance of $1,374.

(2)	Includes compensation for an automobile allowance of $12,664 and health insurance of $1,374.

(3)	Includes compensation for an automobile allowance of $10,903 and health insurance of $1,031.

(4)	Includes compensation for health insurance of $1,031.

(5)	Mr. Poling was appointed Executive Vice President of the company effective as of November, 1 2004. On July 11, 2006, Mr. Poling was appointed as Executive Vice President of Corporate Development and resigned as Chief Financial Officer.

Compensation of management is determined by the compensation committee of our board of directors. No options or stock appreciation rights were granted during the fiscal year ended December 31, 2005. Further, no long-term incentive plan awards were granted during the fiscal year ended December 31, 2004.

Employment Agreements

David C. Levy. Under an employment agreement, dated as of April 1, 2004, David Levy serves as our President. The agreement terminates on March 23, 2009 and may be extended for subsequent one-year periods by both parties signing an extension prior to 30 days of the expiration date. Under the agreement, Mr. Levy is entitled to receive an annual salary of $350,000 or such greater amount as the board of directors may determine. This annual salary increased 5% on March 23, 2005. Under the agreement, Mr. Levy deferred any salary in excess of $2,500 per week until we raised a minimum of $5,000,000 in equity or equity equivalents. If Mr. Levy is terminated without cause, we must pay him any of his annual salary that has accrued, and an amount equal to the lesser of his annual salary for the number of months remaining in the term of the agreement or his monthly salary multiplied by 24.

Les Garland. Under an employment agreement, dated July 2003 and amended as of March 1, 2006, Les Garland serves as Chief Executive Officer of The Tube. Under the agreement, Mr. Garland is entitled to receive an annual salary of $350,000, which amount was increased to $450,000 by our board of directors effective July 1, 2005. Under the agreement, Mr. Garland is entitled to a $50,000 bonus in 2006, bonuses based on the advertising revenue of The Tube and the company and performance bonuses based on the profits earned by The Tube. Effective January 7, 2007 and January 7, 2008, Mr. Garland is entitled to receive an annual salary of $550,000 and $650,000, respectively. If Mr. Garland is terminated without cause or resigns for good reasons, the Company must pay him monthly installments during the severance period in amount equal to one-twelfth of his base salary. If the Company undergoes a change of control, the Company must pay Mr. Garland a fee equal to 3% of the aggregate market value of the business combination, with a minimum of $3 million and a maximum of $10 million. If Mr. Garland introduces the transaction to the Company, there is no maximum.

John W. Poling. Under an employment agreement dated November 1, 2004 and amended on December 28, 2005, Mr. Poling serves as our Executive Vice President of Corporate Development. Under the agreement, Mr. Poling is entitled to receive an annual salary of $200,000. Under the amendment, salary will no longer be deferred and the annual salary was set at $160,000. Mr. Poling also agreed to waive his right to receive any of his deferred salary. If Mr. Poling is terminated without cause he will be entitled to severance equal to one year’s salary and payable in 12 monthly payments.

D. Patrick LaPlatney. Mr. LaPlatney's annual base salary is $350,000. We intend on entering into an employment agreement with Mr. LaPlatney.

Celestine F. Spoden. Mr. Spoden’s annual base salary is $150,000.

2004 Stock Option and Stock Incentive Plan

We adopted the 2004 Stock Option and Stock Incentive Plan, referred to as the Incentive Plan, on July 29, 2004. The purpose of the Incentive Plan is to promote the long-term interests of the company and its stockholders by providing a means for attracting and retaining officers, directors and other key employees of and consultants to us and our affiliates by providing for awards in the form of common stock.

Set forth below is a summary of the provisions of the Incentive Plan. This summary is qualified in its entirety by the detailed provisions of the text of the actual Incentive Plan which is incorporated by reference as an exhibit to the registration statement of which this prospectus is a part.

All of our officers, directors, important consultants and key employees and of any our present or future parent or subsidiary corporations are eligible to receive an option or options or awards of restricted stock under the Incentive Plan.

Awards made pursuant to the Incentive Plan may be in the form of options or grants of shares of restricted stock. Options granted under the Incentive Plan may be Incentive Stock Options or Non-Qualified Stock Options. Unless the context otherwise requires, the term "option" includes both Incentive Stock Options and Non-Qualified Stock Options. The administrator may also grant awards entitling the participant to receive a stated number of shares of common stock, which awards may be subject to restrictions or forfeiture for a period of time as stipulated by the board of directors or the committee, as applicable. The dollar value of awards of restricted stock granted under the Incentive Plan shall be based upon the fair market value of common stock on the date of grant.

The Incentive Plan shall be administered by our board of directors, or a compensation committee appointed by our board of directors. Pursuant to the terms of the Incentive Plan, the Compensation Committee must consist of a minimum of two and a maximum of five members of the Board of Directors, each of whom shall be a "Non-Employee Director" within the meaning of Exchange Act Rule 16b-3(b)(3) or any future corresponding rule, except that the failure of the Compensation Committee for any reason to be composed solely of Non-Employee Directors shall not prevent an option or restricted stock award from being considered granted under the Incentive Plan. References to the term "committee refer to either our board of directors or a compensation committee comprised of Non-Employee Directors. Our board of directors will administer the Incentive Plan until such time that our compensation committee is comprised of Non-Employee Directors. Under the Incentive Plan, the committee has the right to adopt such rules for the conduct of its business and the administration of the Incentive Plan as it considers desirable. The committee has the right to construe the Incentive Plan and the options or awards of restricted stock issued pursuant to it, to correct defects and omissions and to reconcile inconsistencies to the extent necessary to effectuate the purpose of the Incentive Plan and the options or awards of restricted stock issued pursuant to it.

Pursuant to the terms of the Incentive Plan, 2,000,000 shares of common stock were reserved for issuance upon the exercise of options or awards of restricted stock granted under the Incentive Plan. All 2,000,000 share of common stock may be awarded in form of Incentive Stock Options.

The Incentive Plan provides that the maximum number of options or restricted stock which may be awarded to any single participant under the Incentive Plan shall be no more than is equal to 90% of the shares reserved for issuance under the Incentive Plan. The purpose of this limitation is to enable awards of Incentive Stock Options made pursuant to the Incentive Plan to comply with one of the conditions of Section 162(m) of the Code which provide for the deductibility of compensation paid to our named executive officers if it is performance based.

The option price for options issued under the Incentive Plan shall be at least equal to the fair market value of common stock on the date of grant of the option. The exercise price of an option may be paid in cash or the delivery of already owned shares of our common stock having a fair market value equal to the exercise price, or a combination thereof.

Our board of directors has interpreted the provision of the Incentive Plan which allows payment of the option price in our common stock to permit the "pyramiding" of shares in successive exercises. Thus, an optionee could initially exercise an option in part, acquiring a small number of shares of common stock, and immediately thereafter effect further exercises of the option, using the common stock acquired upon earlier exercises to pay for an increasingly greater number of shares received on each successive exercise. This procedure could permit an optionee to pay the option price by using a single share of common stock or a small number of shares of common stock and to acquire a number of shares of common stock having an aggregate fair market value equal to the excess of (a) the fair market value of all shares to which the option relates over (b) the aggregate exercise price under the option.

All options granted pursuant to the Incentive Plan are exercisable in accordance with a vesting schedule (if any) which is set by the Committee at the time of grant. The expiration date of an option is also determined by the committee at the time of the grant, but in no event will an option be exercisable after the expiration of ten years from the date of grant of the option.

All unexercised options terminate three months following the date on which an optionee's employment with us terminates, other than by reason of disability or death. An exercisable option held by an optionee who dies or who ceases to be employed by us because of disability may be exercised by the employee or his representative within one year after the employee dies or becomes disabled (but not later than the scheduled option termination date).

The committee may in its sole discretion, provide in an option agreement the circumstances under which the option shall become immediately exercisable and may accelerate the date on which all or any portion of an option may be exercised.

All awards of restricted stock of common stock granted pursuant to the Incentive Plan may be subject to vesting for a period of time and will become unrestricted under the Incentive Plan in accordance with a vesting schedule, if any, set by the committee at the time of grant. Under the terms of the Incentive Plan, the Committee may also establish an additional time period during which the participant must hold the vested shares prior to resale. During the restricted period, if any, the participant shall have the right to vote the shares subject to the award.

All unvested awards terminate immediately upon termination of the participant's employment with us, other than by reason of disability or death. If the participant ceases to be employed by us because of death or disability, any unvested awards will immediately vest. Additionally, unless the committee shall otherwise provide, if the participant's employment with us is involuntarily terminated for any reason, except for cause, during an 18 month period after a change in control of the company, the shares of common stock subject to the participant's award will fully vest and no longer be subject to the restrictions under the Incentive Plan. A change in control includes a change within a 12 month period in holders of more than 50% of our outstanding voting stock, or any other events deemed to be a change in control by the committee.

The committee has the authority, in its sole discretion, to accelerate the time at which any or all of the restrictions shall lapse with respect thereto, or to remove any restrictions whenever it shall determine such action s appropriate by reason of changes in tax or other laws or other changes in circumstances occurring after the commencement of the restricted period.

Compensation of Directors

Each non-employee director is paid $2,500 in cash and 2,500 shares of our common stock per quarter.

For service as directors, Messrs. Brauser, Coppola and LaPlatney were granted 1,500,000, 1,000,000 and 1,000,000 shares of restricted common stock, respectively, effective July 27, 2006. Mr. Brauser’s grant of restricted common stock immediately vested and Messrs. Coppola’s and LaPlatney’s grant of restricted stock vests equally at the end of each quarter for the next two years, beginning with the quarter ending September 30, 2006.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information with respect to the beneficial ownership of our common stock as of August 1, 2006 by the following persons:

each person known by us to be the beneficial owner of five percent or more of our outstanding common stock;

each of our named executive officers;

each of our directors;

all of our executive officers and directors as a group.

The amount and percentage of common stock beneficially owned are reported on the basis of regulations of the SEC governing determination of beneficial ownership of securities. Under the rules of the SEC, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to dispose of or to direct the disposition of the security. Unless otherwise indicated below, each beneficial owner named in the table below has sole voting and sole investment power with respect to all shares owned beneficially. The percentage of beneficial ownership of common stock is based on 33,839,804 shares outstanding as of August 1, 2006.

Name and Address of Beneficial Owner (1)	Shares Beneficially Owned		Percentage of Outstanding Common Stock Owned
D. Patrick LaPlatney Chief Executive Officer and director of Tube Media		1,000,000		3.0%

Les Garland President of The Tube and director of Tube Media		1,667,000 (2)		4.9%

David Levy President and Director of Tube Media		2,869,373 (3)(7)		8.5%

Gregory Catinella Director of Tube Media		746,500		2.2%

John W. Poling Executive Vice President of Corporate Development and director of Tube Media		325,000 (4)		*

Michael Brauser Director		1,500,000		4.4%

Shane E. Coppola Chairman of the Board		1,000,000		3.0%

Neil Strum 3849 Rambla Pacifico Malibu, CA 90265		1,905,691(5)		5.6%

VLC Holdings, LLC 2455 E. Sunrise Blvd., Suite 502 Fort Lauderdale, FL 33304		2,739,373 (6)(7)		8.1%

Tribune Broadcasting Company 435 North Michigan Avenue Chicago, IL 60611		3,539,959 (8)		10.2%

Name and Address of Beneficial Owner (1)	Shares Beneficially Owned	Percentage of Outstanding Common Stock Owned
Mitchell Entertainment Company c/o Palmetto Services, Inc. 7220 N.W. 36th Street, Suite 100 Miami, FL 33166	4,465,333 (9)	12.3%

Robert Kast 21875 Cartagena Drive Boca Raton, FL 33428	4,537,861 (10)	12.3%

All executive officers and directors as a group (8 persons)	9,107,873 (11)	24.7%

* Less than 1%

(1) Unless otherwise indicated, the address of record for the owner is 1451 West Cypress Creek Road., Fort Lauderdale, FL 33309.

(2) Includes 125,000 shares of common stock issuable upon the exercise of stock options exercisable within 60 days of August 1, 2006 and 1,542,000 shares of common stock owned by Les Garland.

(3) Includes 5,000 shares of common stock owned by David Levy, 125,000 shares of common stock issuable upon the exercise of stock options exercisable within 60 days of August 1, 2006 and 2,739,373 shares of common stock owned by VLC Holdings, LLC. Excludes 8,000 shares owned by Victoria Levy, David Levy’s daughter.

(4) Includes 125,000 shares of common stock issuable upon the exercise of stock options exercisable within 60 days of August 1, 2006.

(5) Based in part on a Schedule 13G filed with the SEC on April 23, 2004.

(6) The aggregate holdings of David Levy, Victoria Levy and VLC Holdings, LLC total 2,752,373 shares and represent approximately 8.1% of Tube Media’s outstanding common stock.

(7) The principal owners of VLC Holdings, LLC are the wife and daughter of David Levy, the president and a director of Tube Media.

(8) Includes 2,539,959 shares of common stock and 1,000,000 shares of common stock issuable upon exercise of a common stock purchase warrant exercisable within 60 days of August 1, 2006. Based in part on a Schedule 13G/A filed with the SEC on July 7, 2006.

(9) Represents the right to purchase 2,000,000 shares of common stock pursuant to a repaid convertible term note and 2,465,333 shares of common stock issuable upon the exercise of a common stock purchase warrant. Based in part on a Schedule 13G filed with the SEC on April 19, 2005.

(10) Includes common stock purchase warrants to purchase 3,128,575 shares of common stock.

(11) Includes 5,993,500 shares of common stock held directly, 2,739,373 shares of common stock held indirectly and 375,000 shares of common stock issuable upon the exercise of stock options exercisable within 60 days of August 1, 2006.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

We, initially known as Lexington Barron Technologies, Inc., were incorporated in the State of Colorado on August 23, 2000. From its inception through April 1, 2004, Lexington Barron Technologies, Inc. conducted no significant operations or other activities. On March 15, 2004, Lexington Barron Technologies, Inc. entered into a stock exchange agreement with Pyramid Music Corp., a Florida corporation. Under the terms of the stock exchange agreement, Lexington Barron Technologies, Inc. acquired 100% of the outstanding common stock of Pyramid Music Corp. in exchange for 16,922,464 shares of common stock of Lexington Barron Technologies, Inc. As a result of the share exchange, which was consummated on April 1, 2004, the former shareholders of Pyramid Music Corp. owned, on a fully diluted basis, approximately 80% of the then-issued and outstanding shares of common stock of Lexington Barron Technologies, Inc. and the former principal owners of Lexington Barron Technologies, Inc.’s common stock (who are former directors of the company) owned, on a fully diluted basis, approximately 20% of the then-issued and outstanding shares of Lexington Barron Technologies, Inc. On March 26, 2004, Lexington Barron Technologies, Inc. amended its articles of incorporation to change its name to AGU Entertainment Corp., and on February 25, 2006, we amended and restated our certificate of incorporation to change our name to The Tube Media Corp.

In connection with the share exchange, the then board of directors of the company appointed nominees selected by the former shareholders of Pyramid Music Corp. to fill the existing vacancies on our board of directors. The former directors resigned as members of our board of directors.

Effective December 8, 2004, Allen Jacobi resigned as President of AGU Music. We were not obligated to make any payments to him under the termination provisions of his former employment agreement. On December 8, 2004, as part of his resignation, we and our subsidiaries entered into a mutual release and settlement agreement with Allen Jacobi, Josh Danoff, Jeff Shane, Delsy Gutierrez, each an employee of Allen Jacobi, Pyramid Records Corp., a Florida corporation, and Pyramid Media Group, Inc., referred to herein as the Pyramid Parties. Under the terms of the mutual release and settlement agreement, the Pyramid Parties had to deliver all rights to certain master recordings to us, pay all brokerage commissions under the license agreement, deliver all business files and computers to us, forfeit all rights to a telephone number and notify parties to certain agreements that the Pyramid Parties are no longer authorized to act on our behalf. The terms of the mutual release and settlement agreement provided for us to pay $11,000 for an outstanding legal bill owed by Pyramid Records Corp. to a third party, permit Allen Jacobi to retain $40,000 received under a license agreement, transfer any rights to the existing Stephen Stills contract to Allen Jacobi, subject to approval by the artist, and relinquish all rights to an internet domain name. We were also entitled to all future monies to be received under the license agreement.

In June 2004, we received loans from and executed two promissory notes totaling $235,000 in favor of DML Marketing Corp., an entity controlled by Donna M. Levy, the wife of David C. Levy, in the principal amount of $150,000, which matured on October 30, 2004, and John P. Grandinetti, who at the time was a significant stockholder of the company, in the principal amount of $85,000, which matured on October 30, 2004. The notes accrued interest at an annual rate of 5%. These notes were repaid in December 2004.

In August 2004 and October 2004, we received loans from and executed promissory notes in the principal amounts of $40,000 and $1,000 respectively, in favor of DML Marketing Corp. The notes accrued interest at an annual rate of 5% and matured on November 1, 2004. These notes were repaid in December 2004.

For the period from May 20, 2003 (inception) through December 31, 2005, we received various computer and internet services totaling $39,866 from Broad Vision Group, an entity owned by John P. Grandinetti. In June 2004, $36,000 was converted into our common stock. At December 31, 2005 approximately $0 was unpaid.

For the period from May 20, 2003 (inception) through December 2005, we received various consulting services totaling approximately $97,206 from Dr. Robert A. Kast, a significant stockholder of the company. At December 31, 2005 approximately $97,206 was unpaid.

In December 2004, we offset a note receivable from David Levy in the amount of $15,500 against deferred salary, which had been deferred under an employment agreement.

Additionally, David Levy and John Poling, two of our executive officers, agreed to defer a portion of their salaries payable under their employment agreements until such time as adequate capital has been raised by the company. Mr. Levy and Mr. Poling have both agreed to discontinue the deferral and waived any rights to the deferred amounts.

On March 3, 2004, in connection with the distribution agreement and assignment of certain assets of PMG (see Note 5), we assumed the obligation to repay $350,000 of notes payable to Neil Strum and Ned Siegel, two significant stockholders of the company. The notes have an annual interest rate of 8%. Payments commenced in March of 2004, and the balance due as of September 30, 2004 was approximately $331,000. The terms of these notes required monthly payments of principal and interest. We had not made the required monthly principal and interest payments since June of 2004. On May 5, 2005, we entered into a settlement agreement, effective April 15, 2005, with the holders of the notes. Under the terms of the settlement agreement, the notes were cancelled and were replaced with new notes containing the same terms and conditions as the old notes, except that the new notes had a beginning principal balance of $345,806. We did not make any of the required payments under the new notes. The stockholders filed suit and commenced litigation in the State of Florida and on January 16, 2006, we and the stockholders reached an agreement which required the immediate payment of $175,000 to the stockholders, and a subsequent payment of $125,000 on February 15, 2006, subject to a personal guarantee by David Levy, President and director of the company and Donna Levy, his wife, as a complete settlement of the distribution agreement and dispute.

Prior to his appointment as a director of the company on November 1, 2004, Mr. Gelberg was paid approximately $8,800 in 2004 and $14,775 in 2005, for consulting services provided to us. Mr. Gelberg resigned as a director of the company on January 24, 2006. At December 31, 2005, approximately $2,500 of director fees was unpaid.

During 2005, we received loans in the aggregate amount of approximately $1.5 million from, David Levy and DML Marketing, of which $679,025 were repaid as of December 31, 2005, leaving an amount outstanding as of December 31, 2005 of $780,803. On April 3, 2006, we repaid a promissory note dated December 9, 2005 to DML Marketing, in the amount of $108,377. The loans, which are considered working capital advances, generally pay interest at 10% and are due upon additional equity transactions. In April 2006, we repaid DML Marketing $108,000 leaving an amount outstanding of $672,803. We have also issued warrants to purchase up to 800,000 shares of common stock to DML Marketing at $1.50 per share. On April 3, 2006, the warrants were amended to change the exercise price per share to $2.00.

We also received promissory notes from, Dr. Robert A. Kast and his family during 2005 in the aggregate amount of $700,000, including the extension of a $150,000 promissory note, which was originally issued in 2004. As of December 31, 2005, $375,000 was unpaid. The $150,000 promissory note, which was originally at 8% interest, currently pays interest at 10% and was due in March 2005. The $700,000 promissory notes pay interest at 6% and were due at various dates in 2005. On April 12, 2006, the due date of these promissory notes was extended until such time as we raise an additional $2 million of equity or equity related securities in addition to the $2.45 million raised on April 21, 2006. We have also issued warrants to purchase up to 3,128,575 shares of common stock to Dr. Robert A. Kast.

During the first three months of 2006, we received loans in the aggregate amount of $326,800 from DML Marketing, David Levy and John P. Grandinetti, who are significant stockholders, of which $76,000 was repaid as of March 31, 2006, leaving an amount outstanding as of March 31, 2006 of $250,800. The loans, which are considered working capital advances, pay interest at 10% and are due when subsequent financing occurs.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our common stock is quoted on the Over-The-Counter Bulletin Board under the symbol “TUBM.” The following table sets forth the range of the high and low bid information for our common stock for each quarter since our common stock began quotation on the Over-The-Counter Bulletin Board in July of 2005. The quotations reflect inter-dealer quotation prices, without retail markup, markdown or commission and may not represent actual transactions.

Fiscal 2006	High		Low
Quarter ended March 31, 2006		$6.85		$1.06
Quarter ended June 30, 2006		$2.80		$0.91
Quarter ended September 30, 2006 (through August 1, 2006)		$2.00		$1.80

Fiscal 2005	High	Low
Quarter ended September 30, 2005	$6.00	$4.25
Quarter ended December 31, 2005	$5.00	$1.25

As of August 1, 2006, there were 33,839,804 shares of common stock outstanding held by approximately 155 stockholders of record. This number does not include beneficial owners of common stock whose shares are held in the names of various dealers, clearing agencies, banks, brokers and other fiduciaries

We have never paid a dividend on our common stock and anticipate that we will retain future earnings, if any, to fund the development and growth of our business. Consequently, we do not anticipate paying cash dividends on our common stock in the foreseeable future. In addition, we are restricted under the terms of our convertible notes and debentures from paying dividends or making distributions and repurchasing, redeeming or otherwise acquiring any shares of common stock except under certain circumstances.

As a Delaware corporation, we may not declare and pay dividends on capital stock if the amount paid exceeds an amount equal to the surplus, which represents the excess of our net assets over paid-in-capital or, if there is no surplus, our net profits for the current and/or immediately preceding fiscal year. To the extent we pay dividends and we are deemed insolvent or inadequately capitalized, a bankruptcy court could direct the return of any dividends.

The following table details information regarding our equity compensation plan information as of December 31, 2005.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)		Weighted-average exercise price of outstanding options, warrants and rights (b)			Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders		—	$	—			2,000,000	(1)
Equity compensation plans not approved by security holders		10,000	$	3.00	(3)		—
Total (4)		10,000	$	3.00			2,000,000

(1)

As of December 31, 2005, no stock options were issued under the 2004 Employee Stock Option Plan approved by security holders.

(2)

A warrant to purchase 10,000 shares of common stock was issued to a consultant on August 2, 2005. This warrant has a term of two years and is immediately exercisable at the option of the holder. The exercise price is $3.00 per share.

(3)

Weighted average fair market value of securities issued.

(4)

This table does not include shares of common stock that the company has issued to employees, directors, vendors and others.

DESCRIPTION OF SECURITIES

Our authorized capital stock consists of 100,000,000 shares of common stock, par value $0.0001 per share, and 10,000,000 shares of preferred stock, par value $0.0001 per share. As of August 1, 2006, there were 33,839,804 shares of common stock outstanding and no shares of preferred stock outstanding. The following description is a summary of our securities and contains the material terms of our securities. Additional information can be found in our certificate of incorporation, bylaws and other documents discussed below.

Common Stock

Holders of our common stock are entitled to one vote per share with respect to each matter presented to our stockholders on which the holders of common stock are entitled to vote. Except as may be provided in connection with any preferred stock in a certificate of designation filed under the Delaware General Corporation Law or as may otherwise be required by law or our certificate of incorporation, our common stock is our only capital stock entitled to vote in the election of directors and on all other matters presented to our stockholders. The common stock does not have cumulative voting rights or preemptive rights. Subject to the prior rights of holders of preferred stock, if any, holders of our common stock are entitled to receive dividends as may be lawfully declared from time to time by our board of directors. Upon our liquidation, dissolution or winding up, whether voluntary or involuntary, holders of our common stock will be entitled to receive such assets as are available for distribution to our stockholders after there shall have been paid, or set apart for payment of, the full amounts necessary to satisfy any preferential or participating rights to which the holders of any outstanding series of preferred stock are entitled by the express terms of the series.

On March 6, 2006, we entered into a letter agreement with Tribune Broadcasting Company pursuant to which we granted preemptive rights to Tribune with regard to future issuances of our equity securities (or securities convertible into or exchangeable for equity). We are required to give notice to Tribune if we propose to issue equity securities (or securities convertible into or exchangeable for equity), and Tribune will have the right to purchase the number of such securities that would maintain its percentage interest in us on the same terms and conditions upon which such securities are being issued by us. The preemptive rights will not apply to issuances of securities (i) as payment for services when the aggregate amount of all such issuances does not exceed 10% of the total number of shares of our common stock outstanding as of the date of such issuance and so long as each share is valued at no less than $1.50; (ii) to other distributors of The Tube’s music network when the aggregate amount of all such issuances does not exceed a specified number of share of our common stock; (iii) to satisfy our existing obligations to issue equity, which obligations are specified in the letter agreement; (iv) pursuant to our 2004 stock option and stock incentive plan or any other equity incentive plan approved by our stockholders; provided, that the maximum number of shares issuable under such plans does not exceed 10% of the total number of shares of our common stock outstanding as of the date such plan is approved by our stockholders; and (v) in connection with a merger or consolidation where we are the surviving corporation or an acquisition of the stock or assets of a third party by us. Tribune must notify us of its intent to exercise such preemptive rights in connection with any issuance within ten days after receiving notice from us.

Preferred Stock

We are authorized to issue 10,000,000 shares of preferred stock, of which no shares are currently outstanding. Our board of directors is authorized to issue preferred stock in one or more series and, with respect to each series, to determine the preferences, rights, qualifications, limitations and restrictions thereof, including the dividend rights, conversion rights, voting rights, redemption rights and terms, liquidation preferences, sinking fund provisions, the number of shares constituting the series and the designation of such series. Our board of directors could issue preferred stock with voting and other rights that could adversely affect the voting rights of the holders of our common stock and could have certain anti-takeover effects.

7% Secured Convertible Notes and Related Common Stock Purchase Warrants

On April 21, 2006, we completed a private placement of $2.45 million of securities to accredited investors, referred to herein as the private placement. In connection with the private placement, we entered into a purchase agreement and registration rights agreement with the investors. Pursuant to the terms of the purchase agreement, we sold 7% secured convertible term notes in the aggregate principal amount of $2.45 million and issued common stock purchase warrants to purchase an aggregate of 1,088,889 shares of our common stock.

Pursuant to the terms of the 7% secured convertible term notes, referred to herein as the 7% notes, we are required to make equal monthly payments of principal commencing on November 21, 2006 and continuing, on the first business day of each month, until the aggregate principal amount has been paid in full. Interest on the 7% notes accrues quarterly and is payable on the last day of March, June, September and December of each year, commencing on September 30, 2006. At our option and subject to certain conditions, principal and interest payments due under the 7% notes may be paid in cash or shares of our common stock.

The 7% notes are convertible into shares of our common stock at a conversion price of $2.25 per share, subject to adjustments for stock splits, stock dividends, mergers and reorganizations. In addition, if we issue or sell shares of common stock for a price per share that is less than the applicable conversion price of the 7% notes, the conversion price of the notes will be reduced. The conversion price of the 7% notes will also be adjusted if we issue, sell or grant any stock or other securities convertible into or exchangeable for common stock in an issuance that is not specifically exempt by the terms of the 7% notes. The number of shares that may be acquired by any holder of the 7% notes upon any conversion of the 7% notes or issuance of shares of common stock as principal or interest payments shall be limited to the extent to insure that the total number of shares of common stock beneficially owned by any holder does not exceed 4.99% of the total number of issued and outstanding shares of our common stock.

Upon the occurrence of an event of default, the 7% notes will bear interest at the rate of 12% per annum and all unpaid principal and interest accrued under the 7% notes will become (1) immediately due and payable upon the election of the holder, with respect to the events in (i) through (iv) and (vi) through (vii) below; and (2) automatically due and payable, with respect to the event in (v) below. An event of default under the 7% notes occurs upon:

(i)

our failure to timely pay principal due under the 7% notes;

(ii)

our failure to timely pay interest due under the 7% notes and such failure continues for more than five days;

(iii)

our failure to make a required payment or payments of indebtedness of $500,000 or more in aggregate principal amount and such failure continues for more than 20 days;

(iv)

an acceleration of the stated maturity date of any of our indebtedness of $500,000 or more in aggregate principal amount, which acceleration is not rescinded within 20 days;

(v)

our assignment for the benefit of creditors or admission in writing of our inability to pay our debts generally as they become due, or our voluntary or involuntary bankruptcy;

(vi)

the rendering of a final judgment that exceeds $500,000 in the aggregate against us, which is not discharged within 60 days;

(vii)

proof that any representation of material fact made in the transaction documents or furnished to a holder by us was false in any material respect; and

(viii)

our failure to observe or perform in any material respect certain covenants in the transaction documents.

The common stock purchase warrants may be exercised for common stock on or before April 21, 2011. The common stock purchase warrants are exercisable for share of our common stock at an exercise price of $2.25 per share, subject to adjustments for stock splits, stock dividends, mergers and reorganizations, or through a “cashless exercise” provision contained in the common stock purchase warrants. In addition, if we issue or sell any shares of common stock for a price per share that is less than the applicable exercise price of the common stock purchase warrants, the exercise price of the common stock purchase warrants will be reduced. The exercise price of the common stock purchase warrants will also be adjusted if we issue, sell or grant any stock or other securities convertible into or exchangeable for common stock in an issuance that is not specifically exempt by the terms of the common stock purchase warrants.

Option to Purchase Common Stock and Common Stock Purchase Warrants Issued in Connection with Securities Purchase Agreement

On December 22, 2004, we entered into a securities purchase agreement with Mitchell Entertainment Company pursuant to which we issued to Mitchell a secured convertible term note in the aggregate principal amount of $3.0 million. The secured convertible term note had a conversion price of $1.50 per share. On December 28, 2005, we repaid the secured convertible term note. Pursuant to the terms of the secured convertible term note, until December 19, 2006, Mitchell has the continued right and option to purchase shares of our common stock with an aggregate purchase price equal to $3.0 million.

Pursuant to the securities purchase agreement, we also issued to Mitchell Entertainment Company a common stock purchase warrant to purchase up to 2,000,000 shares of our common stock at an initial exercise price of $2.00 per share. The common stock purchase warrant is exercisable through the close of business on the later of December 31, 2009 or the maturity date of the secured convertible term note. The terms of the common stock purchase warrant provide that if the SEC does not declare the registration statement, of which this prospectus is a part, effective within the time periods discussed below under “Registration Rights Agreement,” the number of shares that the holder of the common stock purchase warrant will be entitled to receive upon exercise will be increased by 20,000 shares for each 30-day period. The common stock purchase warrant provides for anti-dilution protection in the event we issue additional shares of our common stock as a dividend or distribution, in the event we subdivide or combine our common stock, or in the event our EBITDA for the quarter ended September 30, 2006 is not at least $5,000,000. On April 14, 2005, April 29, 2005 and August 11, 2005, we enter into letter agreements with Mitchell Entertainment Company pursuant to which we issued warrants to purchase an additional 300,000 shares of our common stock to Mitchell Entertainment Company at an exercise price of $1.50 per share under the same terms and conditions as the common stock purchase warrant previously issued. See “Certain Relationships and Related Transactions - Agreement Related to Advance of Funds.”

Common Stock Issued in Connection with Agreement for Purchase and Sale

On December 22, 2004, pursuant to an agreement for purchase and sale, we purchased the Lauderdale Property for a purchase price that consisted of $860,000 in cash, a convertible promissory note in the principal amount of $7.0 million and 312,500 shares of common stock. On December 28, 2005, we repaid the convertible promissory note. The 312,500 shares issued as part of the purchase price were issued to Elizabeth Buntrock. In addition, 25,000 shares were also issued to AUW, Inc., which assisted in the transaction, pursuant to a stock purchase agreement, dated as of December 20, 2004. Of the 312,500 shares of common stock issued to Elizabeth Buntrock, 250,000 shares have piggyback registration rights, and the 25,000 shares issued to AUW, Inc. have piggyback registration rights.

Convertible Promissory Notes and Related Warrants

On November 22, 2004, we issued a convertible promissory note to Menachem Kranz in the aggregate principal amount of $30,000. The convertible promissory note bears interest at 10% per annum, payable quarterly, and matures on November 22, 2006. Mr. Kranz may, at any time, convert all or any portion of the outstanding principal balance of the convertible promissory note into shares of our common stock at a conversion price of $3.00 per share. The convertible promissory note contains anti-dilution provisions in the event of stock splits, stock dividends, recapitalizations or other similar transactions. The shares of common stock issuable upon conversion have piggyback registration rights.

In July 2005, we issued a convertible promissory note to Robert Jaffee in the aggregate principal amount of $500,000. The convertible promissory note bears interest at the 4.5% per annum and matures on January 1, 2007. Mr. Jaffee may, at any time, convert all or any portion of the outstanding principal and interest of the convertible promissory note into shares of our common stock at a conversion price of $2.00 per share. In connection with the issuance of the convertible promissory note, we also issued a common stock purchase warrant to purchase 400,000 shares of common stock, at an exercise price of $2.50 per share, to Mr. Jaffee, which Mr. Jaffee subsequently distributed to William R. Jaffee, the Warren Robert Jaffee Trust dated July 23, 2003, William Robert Jaffee Trust dated January 25, 2002, Weston Robert Jaffee Trust dated October 2, 2000 and John R. Resnick. The common stock purchase warrants may be exercised until June 30, 2009. The convertible promissory note and common stock purchase warrant contain anti-dilution provisions in the event of stock splits, stock dividends, recapitalizations or other similar transactions. The shares of common stock issuable upon the conversion of the convertible promissory note and issuable upon the exercise of the common stock purchase warrant have piggyback registration rights.

In August 2005, we issued a convertible promissory note to Arnold Palmer in the aggregate principal amount of $50,000. The convertible promissory note bears interest at 4.5% per annum and matures on August 25, 2007. Mr. Palmer may, at any time, convert all or any portion of the outstanding principal and interest of the convertible promissory note into shares of our common stock at a conversion price of $2.00 per share. In connection with the issuance of the convertible promissory note, we also issued a common stock purchase warrant to purchase 21,667 shares of common stock, at an exercise price of $2.00 per share, to Mr. Palmer. The common stock purchase warrant may be exercised until February 25, 2007. In December 2005, we issued a common stock purchase warrant to purchase 30,000 shares, at an exercise price of $2.00 per share, to Mr. Palmer. The common stock purchase warrant may be exercised until December 13, 2007. The convertible promissory note and common stock purchase warrants contain anti-dilution provisions in the event of stock splits, stock dividends, recapitalizations or other similar transactions. The shares of common stock issuable upon the conversion of the convertible promissory note and issuable upon the exercise of the common stock purchase warrants have piggyback registration rights.

Registration Rights Agreements

In connection with the issuance and sale of the 7% notes and common stock purchase warrants, on April 21, 2006, we entered into a registration rights agreement with the investors. Under the registration rights agreement, on or prior to the 60^th calendar day after the closing of the private placement, we are obligated to file with the SEC a registration statement covering the resale of the registrable securities, which includes (1) 150% of the shares of common stock issuable upon the conversion of the 7% notes; (2) 150% of the shares of common stock issuable as payment of interest on the notes; and (3) 150% of the shares of common stock issuable upon the exercise of the common stock purchase warrants. We will use reasonable efforts to cause the registration statement, of which this prospectus is part, to be declared effective by the SEC the earlier of (1) the 120^th day following the closing of the private placement and (2) the fifth trading day following the date on which we are notified by the SEC that the registration statement will not be reviewed or is no longer subject to further review. We are also obligated to use commercially reasonable efforts to keep such registration statement continuously effective until all registrable securities covered by such registration statement have been sold or may be sold pursuant to Rule 144(k) under the Securities Act. If (1) the registration statement is not filed by the required filing date; (2) the registration statement is not declared effective by the SEC by the required effectiveness date; or (3) after its effective date, the registration statement ceases for any reason to be effective or available to holders of all registrable securities for more than 20 consecutive trading days or an aggregate of 50 trading days, each referred to herein as an event, then (1) on the date of such event, we shall pay each holder an amount in cash equal to 1.0% of the aggregate subscription amount paid by such holder in the private placement; and (2) on each monthly anniversary of such an event, until the event is cured, we shall pay each holder an amount in cash equal to 1.0% of the aggregate subscription amount paid by such holder in the private placement. If we fail to pay any damages pursuant to an event in full within ten days after its due date, we will pay interest thereon equal to 10% per annum. The maximum amount payable to any holder shall not exceed 12% of the aggregate amount paid by such holder in the private placement.

In connection with the issuance and sale of the secured convertible term note and common stock purchase warrant, on December 22, 2004, we entered into a registration rights agreement, effective as of December 20, 2004, with Mitchell Entertainment Company pursuant to which we agreed to file a shelf registration statement covering the resale of the shares of our common stock issuable upon conversion of the secured convertible term note and exercise of the common stock purchase warrant no later than April 30, 2005, and use our reasonable commercial efforts to cause such registration statement to be declared effective no later than 180 days after December 20, 2004. With respect to the shares of our common stock issuable upon the anti-dilution provisions discussed above, we agreed to file a shelf registration statement no later than 30 days after the occurrence of such an issuance and use our reasonable commercial efforts to cause such registration statement to be declared effective no later than 45 days after the filing of such shelf registration statement. In addition, pursuant to the terms of the registration rights agreement, we must use our reasonable commercial efforts to keep the shelf registration statements continuously effective under the Securities Act until the earlier of when all the securities registered thereunder have been sold, or all the securities thereunder may be sold immediately without registration under the Securities Act and without volume restrictions pursuant to Rule 144(k) under the Securities Act.

If we fail to meet certain of our obligations under the registration rights agreement regarding, among other things, the filing and effectiveness of the related shelf registration statement, and the quotation of our common stock, the registration rights agreement provides that we must pay to the holder of registrable securities liquidated damages in the form of a cash payment equal to .5% of the original principal amount of the secured convertible term note for each 30-day period (prorated for partial periods) for which we are in default of the registration rights agreement until the applicable default in cured.

Anti-Takeover Effects of Various Provisions of Delaware Law and Our Certificate of Incorporation and Bylaws

Provisions of Delaware General Corporation Law, our certificate of incorporation and our bylaws contain provisions that may have some anti-takeover effects and may delay, defer or prevent a tender offer or takeover attempt that a stockholder might consider in its best interest, including those attempts that might result in a premium over the market price for shares held by stockholders.

Classified Board of Directors. Our certificate of incorporation provides that our board of directors be divided into three classes of directors, as nearly equal in size as possible, serving staggered three-year terms.

Quorum Requirements; Removal of Directors. The Delaware General Corporation Law provides for a minimum quorum of a majority in voting power of the outstanding shares of our capital stock entitled to vote. Our certificate of incorporation provides that directors may be removed only for cause by the affirmative vote of at least a majority in voting power of the outstanding shares of our capital stock entitled to vote at any annual or regular election of directors voting together as a single class.

No Cumulative Voting. The Delaware General Corporation Law provides that stockholders are denied the right to cumulative votes in the election of directors, unless our certificate of incorporation provides otherwise. Our certificate of incorporation does not expressly address cumulative voting.

Calling of Special Meeting of Stockholders Our bylaws provide that a special meeting of our stockholders may be called only by (1) our board of directors, our chairman of our board of directors or our president or (2) our board of directors, our chairman of our board of directors, our president or our secretary upon the written request of stockholders holding at least 50% of our outstanding shares entitled to vote at such meeting.

Advance Notice Requirements for Stockholder Proposals and Director Nominations. Our bylaws provide that stockholders seeking to bring business before or to nominate candidates for election as directors at a meeting of stockholders must provide timely notice of their proposal in writing to the chairperson of our nominating and corporate governance committee in writing. To be timely, a stockholder’s notice must be submitted not later than: (1) with respect to an election to be held, or proposal to be considered, at an annual meeting of stockholders, the latest date upon which stockholder proposals must be submitted to us for inclusion in our proxy statement related to such meeting pursuant to Rule 14a-8 under the Securities Exchange Act of 1934 or, if no such rules apply, at least 90 days prior to the date one year from the date of the immediately preceding annual meeting of stockholders, and (2) with respect to an election to be held, or a proposal to be considered, at a special meeting of stockholders, the earlier of (a) 30 days prior to the printing of our proxy materials or information statement with respect to such meeting or (b) if no proxy materials or information statement are being distributed to stockholders, at least the close of business on the fifth day following the date on which notice of such meeting is first given to stockholders. Our bylaws also specify requirements as to the form and content of a stockholder’s notice. These provisions may impede stockholders’ ability to bring matters before a meeting of stockholders or make nominations for directors at a meeting of stockholders.

Limitations on Liability and Indemnification of Officers and Directors. The Delaware General Corporation Law authorizes corporations to limit or eliminate the personal liability of directors to corporations and their stockholders for monetary damages for breaches of directors’ fiduciary duties as directors. Our certificate of incorporation includes a provision that eliminates the personal liability of directors for monetary damages for actions taken as a director, except for liability:

·	for breach of duty of loyalty;

·	for acts or omissions not in good faith involving intentional misconduct or knowing violation of law;

·	under Section 174 of the Delaware General Corporation Law (unlawful dividends or stock repurchases); and

·	for transactions from which the director derived improper personal benefit.

Our certificate of incorporation provides that we must indemnify and advance expenses to our directors and officers to the fullest extent authorized by the Delaware General Corporation Law.

The limitation of liability and indemnification provisions in our certificate of incorporation may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duty. These provisions may also have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our stockholders. In addition, your investment may be adversely affected to the extent that, in a class action or direct suit, we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the company pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

Authorized But Unissued Shares. Our authorized but unissued shares of common stock hand preferred stock will be available for future issuance without your approval. We may use additional shares for a variety of corporate purposes, including future public offerings to raise additional capital, corporate acquisitions and employee benefit plans. The existence of authorized but unissued shares of common stock and preferred stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.

Over-the-Counter Bulletin Board

Our common stock is quoted on the Over-The-Counter Bulletin Board, referred to as the OTCBB, under the symbol “TUBM.” Although our common stock is quoted on the OTCBB, the trading market in our common stock has substantially less liquidity than the trading in stock on other markets or stock of other companies quoted on the OTCBB. In the event an active market does not develop, you may be unable to sell your shares of common stock at or above the price you pay for them or at any price.

On April 21, 2006, we received notice from the OTCBB indicating that we were not current in our reporting obligations because our Annual Report on Form 10-KSB was not timely filed. Pursuant to NASD Rule 6530, unless the delinquency was cured by the expiration of the grace period, May 22, 2006, our common stock would not have been eligible for quotation on the OTCBB and would have been removed effective May 24, 2006. We filed the Form 10-KSB on May 11, 2006, prior to the grace period expiration date.

In the letter, OTCBB also noted that as of April 20, 2006, notification of the delinquency appeared on the OTCBB Daily List and a fifth character “E” was appended to our ticker symbol on the first business day following the date that the delinquency notification appeared on the Daily List. As our Form 10-KSB was filed prior to the expiration of the grace period. Our delinquency notification on the Daily List and the fifth character “E” appended to our ticker symbol was removed.

Any OTCBB issuer that is delinquent in its reporting obligations three times in a 24-month period and/or is actually removed from the OTCBB for failure to file two times in a 24-month period, in each case, is ineligible for quotation on the OTCBB for a period of one year. We have been delinquent one time in the past 24-month period.

Transfer Agent and Registrar

The transfer agent and registrar for the shares of common stock is Computershare Trust Co. Inc., whose address is 350 Indiana Street, Suite 800, Golden, Colorado 80401.

LEGAL MATTERS

The validity of the issuance of the shares of common stock offered hereby will be passed upon for us by Blank Rome LLP, Philadelphia, Pennsylvania. Blank Rome LLP was not employed on a contingent basis, will receive any interest in us and was not a promoter, underwriter, voting trustee, director, officer or employee of the company.

EXPERTS

Our consolidated financial statements included herein as of and for the years ended December 31, 2005 and 2004 have been audited by Weinberg & Company, P.A., independent registered public accounting firm as set forth in their report included herein. Such consolidated financial statements are included herein in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

Weinberg & Company, P.A. was not employed on a contingent basis, will not receive any interest in the company, and was not a promoter, underwriter, voting trustee, director, officer or employee of the company.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the Securities and Exchange Commission a registration statement on Form SB-2 under the Securities Act with respect to the securities offered by this document. This prospectus, which forms a part of the registration statement, does not contain all the information set forth in the registration statement, as permitted by the rules and regulations of the Securities and Exchange Commission. For further information with respect to us and the securities offered by this prospectus, reference is made to the registration statement. Statements contained in this prospectus as to the contents of any contract or other document that we have filed as an exhibit to the registration statement are qualified in their entirety by reference to the exhibits for a complete statement of their terms and conditions. We file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission. You may read and copy the registration statement, the related exhibits and the reports, proxy statements and other information we file with the Securities and Exchange Commission at the Securities and Exchange Commission's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. You may also obtain information on the operation of the Public Reference Room by calling the Securities and Exchange Commission at 1-800-SEC-0330. The Securities and Exchange Commission maintains a website at http://www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Securities and Exchange Commission.

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm			F-1

Consolidated Balance Sheets as of December 31, 2005 and 2004			F-2

Consolidated Statements of Operations for the years ended December 31, 2005 and 2004			F-3

Consolidated Statement of Changes in Shareholders’ Equity (Deficiency) for the years ended December 31, 2005 and 2004			F-4

Consolidated Statements of Cash Flows for the years ended December 31, 2005 and 2004			F-5

Notes to Consolidated Financial Statements as of December 31, 2005 and 2004			F-6

Consolidated Balance Sheets as of March 31, 2006 (unaudited) and December 31, 2005 (audited)			F-29

Consolidated Statements of Operations for the quarters ended March 31, 2006 and 2005 (unaudited)			F-30

Consolidated Statement of Changes in Shareholders’ Equity (Deficiency) for the quarters ended March 31, 2006 and 2005 (unaudited)			F-31

Consolidated Statements of Cash Flows for the quarters ended March 31, 2006 and 2005 (unaudited)			F-32

Notes to Consolidated Financial Statements as of March 31, 2006 and 2005 (unaudited)			F-33

Report of Independent Registered Public Accounting Firm

The Board of Directors and shareholders

The Tube Media Corp.

(formerly AGU Entertainment Corp.):

We have audited the accompanying consolidated balance sheets of The Tube Media Corp. (formerly known as AGU Entertainment Corp.) and Subsidiaries (the "Company"), as of December 31, 2005 and 2004 and the related consolidated statements of operations, changes in shareholders' equity (deficiency) and cash flows for the years ended December 31, 2005 and 2004. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly in all material respects, the financial position of The TUBE Media Corp. and Subsidiaries as of December 31, 2005 and 2004, and the results of their operations and their cash flows for the years ended December 31, 2005 and 2004, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 12 to the consolidated financial statements, the Company's working capital deficiency of approximately $4.3 million, shareholder’s deficiency of approximately $3.2 million, net loss from operations of approximately $12 million and net cash used in operations of approximately $5.5 million raise substantial doubt about its ability to continue as a going concern. Management's plan in regards to these matters is also described in Note 12. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.



/s/Weinberg & Company, P.A.

Boca Raton, Florida
May 1, 2006

F-1

THE TUBE MEDIA CORP.

(Formerly AGU Entertainment Corp.)

AND SUBSIDIARIES

Consolidated Balance Sheets

As of December 31, 2005 and December 31, 2004

		2005			2004
Assets
Current Assets:
Cash	$	346,998		$	771,533
Accounts receivable, net of allowance for doubtful
accounts of $195,703 and $ 0, respectively		408,822			507,482
Prepaid expenses		367,264			225,037
Total current assets		1,123,084			1,504,052

Property and equipment, net of accumulated
depreciation of $296,876 and $103,442, respectively		437,853			246,144
Property and equipment from discontinued operations
net of accumulated depreciation of $7,900 and $19,818, respectively		28,100			8,864,229
Intangibles, net		1,077,161			913,735
Other assets		50,480			164,737
Total assets	$	2,716,678		$	11,692,897

Liabilities and Shareholders’ Equity (Deficiency)
Current Liabilities:
Accounts payable	$	794,336		$	501,514
Accounts payable - related parties		154,708			169,258
Notes payable, related parties		1,241,010			445,642
Convertible notes payable		1,832,818			150,000
Convertible notes payable from discontinued operations		-			7,000,000
Equipment note		12,986			12,140
Capital leases payable		11,278			13,881
Accrued expenses		1,418,774			910,418
Other current liabilities		6,852			36,965
Total current liabilities		5,472,762			9,239,818

Capital leases payable - long term portion		1,636			11,876
Equipment note - long term portion		23,683			36,668
Convertible notes payable - net of unamortized
discounts		375,408			854,178
Total liabilities		5,873,489			10,142,540
COMMITMENTS AND CONTIGENCIES AND CONTINGENCIES

Shareholders’ equity (deficiency)
Preferred stock, $0.0001 par value; 10,000,000 shares authorized,
-0- shares issued and outstanding		-			-
Common stock, $0.0001 par value; 100,000,000 shares authorized,
26,046,711 and 23,392,576 shares issued and outstanding		2,604			2,339
Additional paid-in capital		17,762,512			8,249,675
Accumulated Deficit		(20,921,927	)		(6,701,657	)
Total shareholders' (deficiency) equity	$	(3,156,811	)	$	1,550,357

Total liabilities and shareholders' equity (deficiency)	$	2,716,678		$	11,692,897

The accompanying notes are an integral part of these consolidated financial statements

F-2

THE TUBE MEDIA CORP.

(Formerly AGU Entertainment Corp.)

AND SUBSIDIARIES

Consolidated Statements of Operations

For the Years Ended December 31, 2005 and 2004

	2005			2004

Net revenues	$	360,503		$	906,605
Cost of sales and services performed		30,214			107,297
Gross profit		330,289			799,308

Operating Expenses
Legal and professional fees		1,167,362			583,440
Promotion and advertising		300,195			1,335,364
Bad debt expense		197,388			-
Depreciation and amortization		509,909			194,063
Other general and administrative costs		6,306,301			4,054,370

Total operating expenses		8,481,155			6,167,237

Operating loss		(8,150,866	)		(5,367,929	)
Interest expense		6,560,928			303,753
Settlement Expenses		1,270,000			-
Loss from continuing operations		(15,981,794	)		(5,671,682	)

Loss from discontinued operations		(3,413,414	)		(218,708	)
Gain from disposition of discontinued operations		5,174,938			-
Gain from discontinued operations		1,761,524			(218,708	)

Net loss	$	(14,220,270	)	$	(5,890,390	)

Loss per common share from continuing operations	$	(0.64	)	$	(0.28	)
Loss per common share from discontinued operations	$	(0.14	)	$	(0.01	)
Income per common share from gain from disposition of
discontinued operations	$	0.21		$	-
Net loss per common share	$	(0.57	)	$	(0.29	)
Weighted average common shares outstanding -
Basic and diluted		24,903,658			20,180,951

The accompanying notes are an integral part of these consolidated financial statements

F-3

THE TUBE MEDIA CORP.

(Formerly AGU Entertainment Corp.)

AND SUBSIDIARIES

Consolidated Statement of Changes in Shareholders’ Equity (Deficiency)

For the Years Ended December 31, 2005 and 2004

	Shares		Common Stock		Additional Paid-in Capital			Accumulated Deficit			Total
Balance at December 31, 2003		14,628,324	$	1,463	$	(1,063	)	$	(811,267	)	$	(810,867	)
Issuance of shares of common stock
to employees on March 22, 2004		2,294,140		229		28,448			-			28,677
Recapitalization as a result of merger with
Lexington Barron Technologies		4,230,614		423		(423	)		-			-
Debt and accrued interest converted into
common stock		1,173,540		117		3,462,509			-			3,462,626
Issuance of shares of common stock, Warrants and a
convertible note with a beneficial conversion feature in a
private placement transaction		500,000		50		499,950			-			500,000
Issuance of shares of common stock in exchange
for cash		15,000		1		59,999			-			60,000
Issuance of common stock in exchange for services		195,958		20		329,846			-			329,866
Issuance of common stock to directors		17,500		2		26,809			-			26,811
Common stock issued in connection with the acquisition
of property and equipment		337,500		34		749,966			-			750,000
Issuance of warrants in connection with issuance of
convertible debt		-		-		93,634			-			93,634
Beneficial conversion feature and issuance of warrants
in connection with issuance of convertible debt,		-		-		3,000,000			-			3,000,000
Net loss		-		-					(5,890,390	)		(5,890,390	)
Balance at December 31, 2004		23,392,576	$	2,339	$	8,249,675		$	(6,701,657	)	$	1,550,357
Issuance of common stock for services		500,475		50		1,191,116			-			1,191,166
Issuance of common stock to employees
for compensation		70,540		7		153,724			-			153,731
Issuance of common stock as a price adjustment
for certain investors		410,000		41		14,190			-			14,231
Issuance of common stock in connection with the acquisition
of property and equipment		97,800		10		244,490			-			244,500
Issuance of common stock in connection with the sale of the building		300,000		30		404,970			-			405,000
Issuance of warrants in connection with the issuance of;
convertible debt		-		-		4,326,777			-			4,326,777
convertible note with a beneficial conversion feature in a
private placement transaction		-		-		114,408			-			114,408
Issuance of common stock in settlement of liabilities		135,083		14		370,699			-			370,713
Issuance of common stock to directors for services		20,000		2		54,250			-			54,252
Issuance of common stock to co-founders in connection with
the settlement of a dispute		500,000		50		1,179,950			-			1,180,000
Issuance of common stock to a director in pursuant to
an employment agreement		444,000		44		1,047,796			-			1,047,840
Issuances of common stock in connection with
amending the terms of certain notes payable		60,000		6		138,000			-			138,006
Issuance of common stock as interest expense		4,671		0		9,178			-			9,178
Issuance of common stock to a director in
connection with a termination letter		111,566		11		263,289			-			263,300
Net loss		-		-		-			(14,220,270	)		(14,220,270	)
Balance at December 31, 2005		26,046,711	$	2,604	$	17,762,512		$	(20,921,927	)	$	(3,156,811	)

The accompanying notes are an integral part of these consolidated financial statements

F-4

The Tube Media Corp. (Formerly AGU Entertainment Corp.)

and Subsidiaries

Consolidated Statements of Cash Flows

For the Year Ended December 31, 2005 and December 31, 2004

	2005			2004
Cash flows from operating activities:
Net loss	$	(14,220,270	)	$	(5,890,390	)
Adjustments to reconcile net loss to net cash
used in operating activities:
Provision for doubtful accounts		197,388			-
Depreciation and amortization		509,909			194,063
Common stock issued as payment for services		1,245,366			385,353
Common stock issued as payment in settlement of a dispute		1,180,000			-
Common stock issued as compensation to a director		1,047,840			-
Gain on disposal of discontinued operations		(5,174,938	)		-
Decrease (increase) in accounts receivable		98,660			(466,811	)
(Increase) in prepaid expenses		(288,460	)		(225,037	)
(Increase) in other assets		(31,974	)		(12,293	)
Increase in accounts payable and accrued liabilities		786,808			849,441
(Decrease) increase in other liabilities		(30,113	)		36,965
Amortization of discount on notes payable		9,177,623			122,812
Net cash (used in) operating activities		(5,502,161	)		(5,005,897	)
Cash flows from investing activities:
Disbursements for intangibles		(175,370	)		(151,035	)
Proceeds from sale of assets of discontinued operations		14,542,108			(1,326,458	)
Net cash provided by (used in) investing activities		14,366,738			(1,477,493	)
Cash flows from financing activities:
Payment of notes payable		(10,205,276	)		(86,350	)
Proceeds from notes payable to related parties		1,970,852			282,910
Payment of deferred financing fees		-			(148,059	)
Payment on capital leases		(23,222	)		(11,622	)
Payment of notes payable to related parties		(1,190,049	)		(308,004	)
Proceeds from the sale of common stock		-			60,000
Proceeds from other notes payable		158,583			7,329,000
Net cash (used in) provided by financing activities		(9,289,112	)		7,117,875
Net (decrease) increase in cash		(424,535	)		634,485
Cash, beginning of year		771,533			137,048
Cash, end of year	$	346,998		$	771,533
Supplemental disclosure of cash flow information:
Cash paid for income taxes	$	-		$	-
Cash paid for interest	$	9,178		$	22,969
Non-cash financing activities:
Common stock issued as payment for services	$	1,399,149		$	385,353
Equipment acquired through issuance of common stock	$	244,500		$	750,000
Conversion of liabilities to common stock	$	370,713		$	3,462,627
Equipment acquired through capital lease obligations	$	-		$	14,637
Property and equipment acquired through notes payable	$	-		$	7,000,000
Common stock issued as price adjustment	$	14,231		$	-
Common stock issued in connection with adjusting notes payable	$	138,006		$	-
Common stock issued in connection with director's termination	$	263,300		$	-
Common stock issued in connection with the sale of the building	$	405,000		$	-

The accompanying notes are an integral part of these consolidated financial statements

F-5

THE TUBE MEDIA CORP. (Formerly AGU Entertainment Corp.)

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2005 AND 2004

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization. The Tube Media Corp. (the “Company”), formerly AGU Entertainment Corp. (“AGU”) (and formerly Lexington Barron Technologies, Inc.) was incorporated in the state of Colorado on August 23, 2000 to engage in financial, operational and systems consulting to startup and small businesses. Prior to April 1, 2004, the Company was a development stage, public reporting company and did not engage in any significant operations or enter into any material transactions.

Effective April 1, 2004, the Company entered into a Share Exchange Agreement with Pyramid Music Corp. ("PMC"), a Florida corporation having an inception date of May 20, 2003, whereby the Company acquired 100% of the outstanding common stock of PMC in exchange for issuing 16,922,464 shares of its common stock to the stockholders of PMC (see Note 2). PMC was a development stage company and was formed for the purpose of developing market share in the recording and broadcast media industries through the establishment of a music oriented television network and archived video and music collection libraries.

On October 20, 2004, AGU was reincorporated in the state of Delaware through a merger of AGU into a wholly owned subsidiary corporation incorporated in the State of Delaware. The reincorporation resulted in AGU becoming a Delaware corporation effective as of October 21, 2004. On February 26, 2006, AGU changed its name to The Tube Media Corp. The Company’s name change did not result in any change in the Company’s, business, assets, liabilities or net worth.

In February of 2005, the Company formed two new subsidiaries, AGU Studios, Inc. (“AGU Studios”), a Florida corporation, and 3200 Oakland Park Boulevard, Inc., a Florida corporation (“3200 Oakland Park”). These subsidiaries were formed for the intended purpose of developing a media center for the film and entertainment business. As a result of liquidity issues and the sale of the property located in Lauderdale Lakes, Florida, the operations of AGU Studios and 3200 Oakland Park have been discontinued.

At December 31, 2005, the Company had two wholly-owned operating subsidiaries that were engaged in the following services: (i) the formation and operation of a television network, The Tube Music Network, Inc., ("The Tube") that airs traditional music videos and live concerts of contemporary music material that is derived from archived video and music collection libraries, and (ii) a production, marketing and distribution record company, AGU Music, Inc. ("AGU Music").

Principles of Consolidation. The accompanying consolidated financial statements include the accounts of Tube Media and its subsidiaries. References to the Company mean The Tube Media Corp. and its subsidiaries unless otherwise indicated. All significant inter-company transactions have been eliminated.

Reverse Acquisition. Under the terms of the Share Exchange Agreement (see Note 2), the number of shares of Tube Media’s common stock exchanged in the transaction represented approximately 80% of the issued and outstanding common stock of Tube Media, resulting in a change in control. As a result, the transaction was accounted for as a reverse merger and recapitalization whereby PMC is deemed to be the acquirer for accounting purposes. Because PMC is deemed to be the surviving accounting and reporting entity, and because Tube Media had no identifiable assets or liabilities as of the date of the transaction, only PMC and its subsidiaries’ historical balances and results of operations are reflected in the accompanying financial statements for all periods presented.

Revenue Recognition and Accounts Receivable. With respect to the sales of recorded music, the Company recognizes revenue when products are shipped to retail music outlets. Revenue is recorded net of distribution fees and an allowance for anticipated returns in accordance with the terms of the Company’s distribution agreements and established industry practice. Other revenues are recognized as services are provided to the customer and collectibility is reasonably assured. Accounts receivable primarily represents amounts due from the Company’s distributors of recorded music and is comprised of net revenue earned, less production, marketing and promotional expenses incurred by the distributors on the Company’s behalf. At December 31, 2005 the Company had an allowance for doubtful accounts in the amount of approximately $196,000 based on the Company’s analysis of the collectibility of the receivables that were outstanding as of the balance sheet date. The Company will continue to monitor collections and payments from its customers and distributors for future potential credit losses.

F-6

THE TUBE MEDIA CORP. (Formerly AGU Entertainment Corp.)

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2005 AND 2004

Loss Per Common Share. Basic earnings or loss per share is computed by dividing net earnings or loss attributable to common stockholders by the weighted average number of shares outstanding during the period. Diluted earnings or loss per share attributable to common stockholders further considers the impact of dilutive common stock equivalents. Diluted loss per share is equal to basic loss per share for all periods presented, because the effect of the additional shares which would be issued assuming conversion of convertible debt and outstanding common stock warrants are anti-dilutive in each period. The aggregate amount of securities that could potentially dilute EPS in future years at December 31, 2005 was 21,648,575.

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

Property & Equipment. Property and equipment is stated at cost. Depreciation is recorded using the straight-line method over the estimated useful lives of the assets. The depreciable lives range from one to ten years for machinery and equipment, ten to twenty-five years for buildings and building improvements and three to five years for furniture and fixtures. Leasehold improvements are depreciated over the remaining applicable lease term, or their estimated useful lives, whichever is shorter. Leasehold and building improvements are written-off if the related leasehold or building is vacated. Major renewals and improvements are capitalized, while maintenance, repairs and minor renewals not expected to extend the life of an asset beyond its normal useful life are expensed as incurred. Land is not depreciated.

Impairment of Long-Lived Assets. The Company evaluates the carrying value of long-lived assets under the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. SFAS No. 144 requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted future cash flows estimated to be generated by those assets are less than the assets' carrying amount. If such assets are impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds their fair value. Assets to be disposed of are reported at the lower of the carrying value or fair value, less costs to sell. No impairment losses were recognized by the Company as of December 31, 2005 or 2004.

Advertising Costs. Promotion and advertising costs, which amounted to approximately $300,000 and $1,300,000 in 2005 and 2004, respectively, are expensed as incurred.

Concentrations of Credit Risk. The Company’s potential exposure to concentration of credit risk is primarily through cash and accounts receivable. At certain times, the Company has cash balances in excess of Federal Deposit insurance limits, which potentially subject the Company to market and credit risks. At December 31, 2005 the Company had an aggregate cash balance of $430,522 that was not covered by Federal Deposit insurance. This cash balance is maintained at a financial institution with favorable credit ratings, and the Company believes no significant risk of loss exists with respect to this balance.

Financial Instruments. At December 31, 2005 and 2004, the carrying value of the Company's financial instruments, which include cash, accounts receivable, accounts payable, accrued expenses, notes payable and other current liabilities approximates their fair value due to the short-term maturity of those instruments.

Stock-Based Compensation. For the year ended December 31, 2005 and from the date of the 2004 Stock Option Plan’s inception through December 31, 2004, the Company did not grant any stock option awards to employees under its 2004 Stock Option Plan. Shares of common stock issued to employees are recorded as compensation expense based on the estimated fair value of the stock at the date of issuance. During the year ended December 31, 2005, the Company recognized $153,731 of compensation expense for shares of common stock issued to employees.

F-7

THE TUBE MEDIA CORP. (Formerly AGU Entertainment Corp.)

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2005 AND 2004

Recent Accounting Pronouncements. In December 2004, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 123, Share-Based Payments (revised 2004), (“SFAS No. 123R”). This statement eliminates the option to apply the intrinsic value measurement provisions of Accounting Principles Board (“APB”) Opinion No. 25, Accounting for Stock Issued to Employees, to stock based compensation issued to employees. The Statement requires companies to measure the cost of employee services received in exchange for an award of equity instruments based on the fair value of the award at the date of grant, and recognize that cost over the period during which an employee is required to provide services in exchange for the award. SFAS No. 123R is effective for small business public companies as of the first interim or annual reporting period for their first fiscal year beginning on or after December 15, 2005. Adoption of SFAS No. 123R during the first quarter of 2006 will not have a material effect on the Company’s results of operations.

Reclassifications. Certain amounts from prior year have been reclassified to conform to current year presentation.

2. SHARE EXCHANGE AGREEMENT

On April 1, 2004, under the terms of the Share Exchange Agreement, Tube Media (an inactive public reporting company) acquired 100% of the stock of PMC in exchange for 16,922,464 newly issued shares of common stock of Tube Media. The number of shares of Tube Media exchanged in this transaction represented approximately 80% of the then-issued and outstanding common stock of Tube Media. As a result of this transaction, the former shareholders of PMC own, on a fully diluted basis, approximately 80% of the outstanding common stock of the Company, resulting in a change in control.

The transaction was accounted for as a reverse merger and recapitalization whereby PMC is deemed to be the acquirer for accounting purposes. Because PMC is deemed to be the surviving accounting and reporting entity, only PMC and its subsidiaries' historical balances and results of operations are reflected in the consolidated financial statements for all periods presented. At April 1, 2004, Tube Media had no identifiable assets or liabilities, therefore the transaction did not have a material effect on PMC's financial condition or results of operations.

3. PROPERTY AND EQUIPMENT

Property and equipment consisted of the following at December 31, 2005 and 2004:

*Continuing Operations*	2005			2004
Equipment, furniture and fixtures	$	732,689		$	347,546
Leasehold improvements		2,040			2,040
		734,729			349,586

Less accumulated depreciation and amortization		(296,876	)		(103,442	)
	$	437,853		$	246,144

*Discontinued Operations*
Land	$	-		$	5,832,706
Building and building improvements		-			3,035,116
Equipment, furniture and fixtures		36,000			-
Leasehold improvements		-			16,225
		36,000			8,884,047

Less accumulated depreciation and amortization		(7,900	)		(19,818	)
	$	28,100		$	8,864,229

F-8

THE TUBE MEDIA CORP. (Formerly AGU Entertainment Corp.)

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2005 AND 2004

On December 22, 2004, the Company purchased certain real property in Lauderdale Lakes, Florida consisting of approximately 23 acres of land and a 162,000 square foot building (the “Lauderdale Property”). The Company had intended to develop the property; however, on September 1, 2005, the Company entered into a purchase and sale agreement for $15 million, dated as of August 29, 2005 (the “Agreement for Purchase and Sale”), with Tarragon South Development Corp. (“Tarragon”) pursuant to which the Company agreed to sell and Tarragon agreed to buy the Lauderdale Property.

Depreciation expense for continuing operations was $201,335 for the year ended December 31, 2005 and $65,499 for the year ended December 31, 2004. Additionally, depreciation expense for discontinued operations for the year ended December 31, 2005 and 2004 was $77,166 and $13,058, respectively.

4. NOTES PAYABLE

Convertible Notes and Promissory Notes

Convertible notes payable and promissory notes payable consisted of the following at December 31, 2005 and 2004:

	2005			2004
First mortgage note secured by Lauderdale Property	$	-		$	7,000,000
Second mortgage note secured by Lauderdale Property		-			3,000,000
Other convertible and promissory notes		3,277,818			1,475,000
		3,277,818			11,475,000
Less: current portion		(1,832,818	)		(7,150,000	)
Less: Discount on convertible notes payable		(1,069,592	)		(3,470,822	)
Notes payable, long term portion, net of discounts	$	375,408		$	854,178

As part of the purchase price of the Lauderdale Property (see note 3), the Company issued to the seller on December 22, 2004 a convertible promissory note in the principal amount of $7 million (the “December Buntrock Note”). The note paid interest at an annual rate of 6.5% and was convertible at any time into shares of the Company’s common stock at a conversion price of $2.50 per share.

On September 1, 2005, the Company entered into an agreement to sell the Lauderdale Property to a local real estate developer. The purchase price received for the Lauderdale Property was $15.0 million paid in cash.

In connection with the purchase and sale agreement for the Lauderdale Property, Tarragon agreed to loan $2.5 million to the Company, advanced in three tranches upon the Company meeting certain conditions. The first two tranches, totaling $1.5 million, was received by the Company on October 21, 2005. The third tranche of $1.0 million was received by the Company on November 17, 2005. These advances were repaid at the time of closing of the purchase and sale agreement on December 28, 2005.

F-9

THE TUBE MEDIA CORP. (Formerly AGU Entertainment Corp.)

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2005 AND 2004

Also on December 22, 2004, the Company issued a secured convertible term note in the principal amount of $3 million to Mitchell Entertainment Company (the “Mitchell Note”). The Mitchell Note paid interest at an annual rate of 10% and had a maturity date of December 19, 2006. The Mitchell Note could have been converted at any time by the lender into shares of the Company’s stock at an initial conversion price of $1.50 per share, subject to anti-dilution protections and certain other adjustments. In connection with the issuance of the Mitchell Note, the Company also issued to the lender warrants to purchase 2,000,000 shares of the Company’s common stock at an exercise price of $2.00 per share. In connection with the issuance of the Mitchell Note, the Company incurred deferred financing fees of approximately $148,000, which is reflected in other assets on the Company’s balance sheet. The Mitchell Note was secured by a second mortgage on the Lauderdale Property and by substantially all of the Company’s other assets, including the capital stock of its subsidiaries.

The issuance of the warrants, as well as the existence of an embedded beneficial conversion feature, resulted in the Company recording a discount on the Mitchell Note of $3,000,000 as of the date of issuance. This discount was being accreted as interest expense from the date of issuance to the Mitchell Note's maturity date. The Mitchell Note was paid in full on December 28, 2005.

On December 28, 2005 the December Buntrock Note, issued in connection with the purchase of the Lauderdale Property, the October Buntrock Note, as defined below, and Mitchell Note were paid in full from the proceeds of the sale of the Lauderdale Property, and the remaining balance of the unamortized discount on the Mitchell Note was charged off as interest expense.

On October 21, 2005, the Company issued a promissory note in the aggregate principal amount of $250,000 (the "October Buntrock Note") to the holder of the first mortgage note secured by the Lauderdale Property, as consideration for past defaults by the Company under the first mortgage. The Company did not receive any additional cash proceeds in connection with the October Buntrock Note. The October Buntrock Note bore interest at the applicable Internal Revenue Service federal interest rate per annum, as adjusted from time to time, and matured on the earlier of (i) the date of closing of the purchase and sale of the Lauderdale Property or (ii) December 23, 2005. The October Buntrock Note was paid in full on December 28, 2005.

In addition, in connection with the October Buntrock Note, the Company and the holder of the first mortgage note on the Lauderdale Property entered into an agreement pursuant to which the holder agreed to waive certain defaults under the first mortgage and the Company agreed to issue 175,000 shares of the Company's common stock to the holder and 125,000 shares to the holder’s legal counsel.

On September 14, 2004, the Company issued a $500,000 convertible promissory note payable to Galt Financial Corporation (the "Galt Note"). The Galt Note pays interest quarterly at an annual rate of 10%, and matures on September 14, 2006. In accordance with the terms of the Galt Note, the lender may convert all or any portion of the outstanding principal into common stock of the Company at a conversion price of $1.00 per share, subject to certain adjustments. In connection with this transaction, the Company issued warrants with a five-year term to purchase a total of 500,000 shares of the Company's common stock at a price of $1.00 per share, subject to certain adjustments. The Company also issued 500,000 shares of its common stock to a principal of the lender as part of this transaction.

The issuance of the stock and warrants, as well as the existence of an embedded beneficial conversion feature of the Galt Note, resulted in the Company recording a discount on the Galt Note of $500,000 as of the date of issuance. This discount is being accreted as interest expense from the date of issuance to the Galt Note's maturity date. In the event of early conversion or default, the remaining discount would be recognized as interest expense during the period in which such early conversion or default occurs.

F-10

THE TUBE MEDIA CORP. (Formerly AGU Entertainment Corp.)

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2005 AND 2004

The carrying value of the Galt Note at December 31, 2005 was $324,658. The unamortized balance of the discounts on the Galt Note at December 31, 2005 was $175,342. Notwithstanding the financial statement presentation required under accounting principles generally accepted in the United States of America, the Company remains legally obligated to repay the $500,000 principal amounts of the Galt Note, on its maturity date, plus all accrued interest thereon in accordance with the terms of the Galt Note.

The Company issued convertible promissory notes to various accredited investors in 2004 and 2005, in the aggregate principal amount of $825,000 and $1.3 million, respectively, of which $600,000, plus accrued interest of $24,834 have been converted into 208,278 shares of the Company’s common stock. The remaining $1.52 million of convertible promissory notes are due on the second anniversary of their issuance date and are convertible into shares of the Company’s common stock at the option of each holder at a conversion price ranging from $2.00 and $3.00 per share. Also during 2004, the Company issued approximately $2.7 million of promissory notes that were converted, along with $106,187 of accrued interest, into 930,827 shares of the Company’s common stock prior to December 31, 2004.

The Company also issued in 2004 a promissory note in the amount of $225,000; $75,000 of which was repaid in the same period. The remaining $150,000 promissory note was due May 31, 2005, however, on April 11, 2006, the note was extended until such time the Company raises an additional $2 million in equity or equity related securities in addition to the $2.45 million raised on April 21, 2006.

In connection with the issuance of the convertible notes, other promissory notes, interim working capital advances, the extension of maturity dates and the performance of certain services, the Company issued to the holders warrants to purchase an aggregate of 8,370,911 shares the Company’s common stock. The warrants have a two to five year term and an exercise price ranging from $1.00 to $5.00 per share. The warrants were valued at $5,078,192, and this amount was recorded as a discount to the convertible promissory notes. The unamortized balance of the discount for these notes as of December 31, 2005 and 2004 was $1,069,592 and $90,685, respectively.

During 2003 the Company issued $600,000 of convertible subordinated debentures and an additional $50,000 of similar debentures in February of 2004. All of these debentures, plus accrued interest of $12,890, were converted into 244,482 shares of the Company’s common stock in 2004. Also during 2003, the Company entered into an installment note to purchase equipment in the amount of $62,880. Principal and interest payments are paid monthly, and the outstanding balance on this note as of December 31, 2005 is $36,788.

Related Party Notes

During 2003, the Company received loans in the aggregate amount of $114,400 from three shareholders of the Company. The loans pay interest at 5% and were due on June 30, 2005. During 2004 the Company received additional loans from an officer of the Company and another major shareholder in the amount of $283,000, which was repaid in 2004 with a portion of the proceeds from the Mitchell Note.

In June 2004, the Company received loans from and executed two promissory notes totaling $235,000 in favor of DML Marketing Corp., an entity controlled by Donna M. Levy, the wife of David C. Levy, in the principal amount of $150,000, which matured on October 30, 2004, and John P. Grandinetti, who at the time was a significant stockholder of the Company, in the principal amount of $85,000, which matured on October 30, 2004. The notes accrued interest at an annual rate of 5%. These notes were repaid in December 2004.

In August 2004 and October 2004, the Company received loans from and executed promissory Notes in the principal amounts of $40,000 and $1,000 respectively, in favor of DML Marketing Corp. The notes accrued interest at an annual rate of 5% and matured on November 1, 2004. These notes were repaid in December 2004.

On March 3, 2004, AGU Music entered into an Assignment and Assumption Agreement with Pyramid Media Group, Inc. (“PMG”) (of which a related party and a shareholder of the Company own a controlling interest, whereby AGU Music agreed to assume all of the covenants and obligations of a Distribution Agreement between PMG and ARK 21 Records, LP (“ARK21”). The Distribution Agreement provides that ARK21 be the manufacturer and distributor of certain recorded music projects for AGU Music through normal retail channels throughout the United States. In exchange for the rights to the Distribution Agreement between PMG and ARK21, AGU Music assumed the obligation to repay $350,000 of notes payable to Neil Strum and Ned Siegel, two significant stockholders of the Company. The Company guaranteed payment on the notes. The notes have an annual interest rate of 8%. Approximately $19,000 of the notes were paid in 2004 and the outstanding balance at December 31, 2005 was approximately $331,000. The terms of these notes required monthly payments of principal and interest. The Company had not made the required monthly principal and interest payments since June of 2004. On May 5, 2005, the Company entered into a settlement agreement, effective April 15, 2005, with the holders of the notes. Under the terms of the settlement agreement, the notes were cancelled and were replaced with new notes containing the same terms and conditions as the old notes, except that the new notes had a beginning principal balance of $345,806. The Company did not make any of the required payments under the new notes. The stockholders filed suit and commenced litigation in the State of Florida and on January 16, 2006, the Company and the stockholders reached an agreement which required the immediate payment of $175,000 to the stockholders, and a subsequent payment of $125,000 on February 15, 2006, subject to a personal guarantee by David Levy, President of the Company and Donna Levy, his wife, as a complete settlement of the Distribution Agreement and dispute.

F-11

THE TUBE MEDIA CORP. (Formerly AGU Entertainment Corp.)

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2005 AND 2004

During 2005, the Company received loans in the aggregate amount of approximately $1.5 million from, David Levy and DML Marketing, of which $679,025 were repaid as of December 31, 2005, leaving an amount outstanding as of December 31, 2005 of $780,803. On April 3, 2006, the Company repaid a promissory note dated December 9, 2005 to DML Marketing, in the amount of $108,377. The loans, which are considered working capital advances, generally pay interest at 10% and are due upon additional equity transactions. In April 2006, the Company repaid DML Marketing $108,000 leaving an amount outstanding of $672,803. The Company has also issued warrants to purchase up to 800,000 shares of common stock to DML Marketing at $1.50 per share. On April 3, 2006, the warrants were amended to change the exercise price per share to $2.00.

The Company also received promissory notes from, Dr. Robert A. Kast and his family during 2005 in the aggregate amount of $700,000, including the extension of a $150,000 promissory note, which was originally issued in 2004. As of December 31, 2005, $375,000 was unpaid and in default. The $150,000 promissory note originally paid interest at 8% interest, which was increased to 10% until its repayment in 2005. The $700,000 promissory notes pay interest at 6% and were due at various dates in 2005. On April 12, 2006, the due date of the remaining $375,000 promissory notes was extended until such time as the Company raises an additional $2 million of equity or equity related securities in addition to the $2.45 million raised on April 21, 2006. The Company has also issued warrants to purchase up to 3,128,575 shares of common stock to Dr. Robert A. Kast.

Aggregate maturities of the Company’s promissory notes and convertible notes payable as of December 31, 2005 are as follows:

Fiscal Year	Amount
2006	$	3,073,828
2007		1,445,000
	$	4,518,828

Also see Note 7, Legal Proceedings, for settlements of relating party notes.

5. CAPITAL LEASES

The Company is obligated under various capital leases, primarily computer equipment. For financial reporting purposes, minimum lease payments relating to the equipment have been capitalized. Capital lease obligations totaling $21,183 require minimum monthly lease payments with interest rates ranging from 15.5% to 17.8%.

F-12

THE TUBE MEDIA CORP. (Formerly AGU Entertainment Corp.)

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2005 AND 2004

Future capital lease obligations as of December 31, 2005 were as follows:

Fiscal Year	Amount
2006	$	11,278
2007		1,636
Principal		12,914
Interest		-
		12,914
Current Portion		11,278
Long-term Portion	$	1,636

Equipment leased under capital leases as of December 31, 2005 and 2004, amounts to $10,408 and $30,268, respectively, net of accumulated depreciation of $24,335 and $17,271, respectively.

6. INTANGIBLES

Intangible assets at December 31, 2005 were as follows:

	Value at acquisition		Accumulated amortization			Balance at December 31, 2005
Distribution agreements (see Note 4)	$	822,000	$	(251,200	)	$	570,800
Other intangibles		651,035	$	(144,674	)		506,361
Total intangibles	$	1,473,035	$	(395,874	)	$	1,077,161

Intangible assets at December 31, 2004 are as follows:

	Value at acquisition		Accumulated amortization			Balance at December 31, 2004
Distribution agreement (see note 4)	$	350,000	$	(87,300	)	$	262,700
Other intangibles		651,035		-			651,035
Total intangibles	$	1,001,035	$	(87,300	)	$	913,735

The distribution agreement with ARK21 is being amortized on a straight line basis over a period of three years. Distribution agreements also include $472,000 in connection with a distribution agreement to broadcast the Tube Music Network on various television stations. The distribution agreement is being amortized over a five year period, which is the initial term of the agreement. Other intangibles include $651,035 of costs to develop network logos, graphic templates and on-air interstitials for The Tube. Under the terms of an amended agreement with the developer of these assets, the Company agreed to pay the developer $200,000 in cash and 150,000 shares of common stock, which is being amortized on a straight line basis over a period of three years. Amortization expense for 2004 and 2005 was $87,300 and $308,574, respectively. Aggregate amortization expense over the next five years is expected to be as follows:

F-13

THE TUBE MEDIA CORP. (Formerly AGU Entertainment Corp.)

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2005 AND 2004

For the year ending December 31:
2006	$	428,212
2007	$	340,612
2008	$	166,737
2009	$	94,400
2010	$	47,200

7. COMMITMENTS AND CONTINGENCIES

Operating Leases

The Company leases certain warehouse space under a non-cancelable operating lease that expires on October 31, 2006. Rent expense for this operating lease was $16,614 for the year ended December 31, 2005 and $16,918 for the year ended December 31, 2004. Future minimum annual rental obligations as of December 31, 2005 are as follows:

Fiscal Year		Operating Leases
2006		$	14,190

The Company also leases certain office and studio space under month-to-month rental agreements which are cancellable at any time with thirty days notice.

Legal Proceedings

On January 27, 2005, the Company was served with a summons and notice by Jarred Weisfeld and Cherry Jones, individually and doing business as JarredCherry Productions LLC, which indicates that the Plaintiffs commenced an action against the Company. Although the Company expressly denies any allegation of wrongdoing on its part a settlement agreement was reached between parties on December 12, 2005 in the amount of $73,809, which was paid in full.

October 13, 2004, The Tube received notification from a television channel featuring music related programming that the circle logo used by The Tube is "confusingly similar" to the circle logo used by that television channel, supporting claims of trademark infringement and unfair competition. On November 3, 2004, the Company responded to the October 13, letter stating it does not believe the logos are confusingly similar or that any trademark infringement has occurred. The Company intends to vigorously defend any challenge to its use of its logo.

In an action initiated by Michael Jay Solomon (“Solomon”) against the Company for breach of contract, Solomon asserts that the Company failed to pay him approximately $100,000 in connection with his resignation from the Company, $50,000 of which was alleged an agreed upon sum plus $50,000 for asserted reimbursements. The Company is aggressively defending this action. The parties have begun the discovery stage of the action wherein each party will seek documents and other evidence from the other to support their positions.

F-14

THE TUBE MEDIA CORP. (Formerly AGU Entertainment Corp.)

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2005 AND 2004

An action was initiated by Lalah Hathaway against MB Recordings, Inc. d/b/a Mesa Blue Moon naming the Company as a defendant in the action as a result of an alleged agreement between MB Recordings and AGU Music, for which Hathaway asserts AGU Music is liable for her damages caused by MB Recordings. This action is still in the pleading stage and AGU Music has not yet been required to file a response to the action.

MB Recording, Inc. has also filed a cross-claim against AGU Music and the Company in connection with an alleged agreement between the Company and MB Recordings. AGU Music has not been served with the cross-complaint and AGU Music has not been required to file a response to said cross-complaint.

On May 5, 2005, the Company entered into a settlement and mutual release agreement, effective as of April 15, 2005 (the “Initial Settlement Agreement”), with Ned Siegel, Neil Strum and Strum Brothers Investment, LLC (the "Settlement Parties"). The Company guaranteed the repayment of the notes AGU Music assumed on March 3, 2004 to repay $350,000 to Ned Siegel and Neil Strum (the “Notes”) in connection with the assumption of a distribution agreement. Pursuant to the Initial Settlement Agreement, the Notes were cancelled and replaced with new notes having a principal beginning balance of $345,806 (the "New Notes"). The Company did not make any of the required payments under the New Notes and/or Initial Settlement Agreement.

On February 1, 2006, the Company entered into a settlement and mutual release agreement, effective January 16, 2006 (the “Final Settlement Agreement”), with the Settlement Parties. Pursuant to the terms of the Final Settlement Agreement, the Company (i) was required to pay the Settlement Parties the sum of $175,000 upon the execution of the Final Settlement Agreement and (ii) was required to pay the Settlement Parties the sum of $125,000 on a date no later than February 15, 2006. As of February 22, 2006, the Company had made all of the required payments under the Final Settlement Agreement. In connection with the Final Settlement Agreement, the Settlement Parties agreed to dismiss, with prejudice, the litigation they filed against the Company on September 1, 2005 in the Superior Court of the State of California for the County of Los Angeles in connection with (i) the Company’s failure to make the required payments due under the New Notes and (ii) other disputes between the Company and Neil Strum. In addition, the Settlement Parties and the Company released each other from all past claims the parties have or may have against each other in connection such litigation. Simultaneously with the execution of the Final Settlement Agreement, David Levy, Chief Executive Officer of the Company, and Donna Levy, his wife, executed personal guaranty agreements in the amount of $125,000 in favor of the Settlement Parties.

The Company is subject to claims and legal actions that arise in the ordinary course of its business. The Company believes that the ultimate liability, if any, with respect to these claims and legal actions, will not have a material effect on the financial position or results of operations of the Company.

Other

During 2004 and 2005, the Company did not remit its payroll taxes timely due to liquidity issues. The Company has recorded a liability for the 2004 unpaid payroll taxes in the amount of $45,147 and the expected interest and penalties for 2004 in the amount of $26,920. In 2005 all of the payroll taxes have been paid with the exception of $157,936. The Company has recorded this amount as a liability in 2005, and an estimate of the expected interest and penalties in respect of the late taxes for 2005, in the amount of $123,469. The Company believes the amounts reserved are adequate in all material respects.

8. STOCKHOLDERS’ EQUITY

During 2005, the Company issued an aggregate of 300,475 shares of common stock to third parties in exchange for services performed. These services were valued at $719,146 for fiscal year ended December 31, 2005. The Company issued 646,106 shares of common stock to employees and directors in 2005, and recorded compensation expense of $1,519,123. The Company issued 200,000 shares of common stock pursuant to a charter affiliation agreement. The charter affiliation agreement provides distribution services for five years which were valued at $472,000 for fiscal year ended December 31, 2005. The Company issued 135,083 shares of common stock to settle certain liabilities of $370,713. The Company issued 500,000 shares of common stock to two co-founders in settlement of a dispute and recorded settlement expenses of $1,180,000. The Company also issued 97,800 shares of common stock in connection with certain equipment purchases. These purchases were valued at $244,500 for fiscal year ended December 31, 2005. In November 2005, the Company issued 300,000 shares of common stock in connection with the extension of the Buntrock Note’s Maturity prior to the sale of the Lauderdale Property valued at $405,000. Also, the Company issued 60,000 shares in connection with amending the terms of certain notes payable and recorded $138,006 in interest expense and 4,671 shares of common stock for payment of interest expense in lieu of cash and recorded $9,178 in interest expense.

F-15

THE TUBE MEDIA CORP. (Formerly AGU Entertainment Corp.)

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2005 AND 2004

During 2005 and 2004 the Company issued warrants to purchase 670,000 and 2,682,336 shares of common stock, respectively, in connection with the issuance of convertible promissory notes (see Note 4). The warrants have exercise prices ranging from $1.00 to $3.00 per share and generally expire on the maturity dates of the respective convertible promissory notes with which they were issued. In addition, the Company issued warrants to purchase 2,553,575 shares of common stock at an exercise price of $3.00 per share, warrants to purchase 25,000 shares of common stock at an exercise price of $2.00 per share and warrants to purchase 550,000 shares of common stock at exercise prices of $2 per share to $5 per share to a significant stockholder in consideration for his converting a substantial portion of his holdings of Company promissory notes to common stock, for his extending the maturity dates of some of the other promissory notes of the Company and for his extension of additional debt. The Company also issued warrants to purchase 300,000 shares of common stock at an exercise price of $1.50 per share to the holder of the Mitchell Note in connection with advances made to the Company during 2005. The Company also issued warrants to purchase 50,000 shares of common stock at an exercise price of $3 per share to two investors in consideration for a $150,000 promissory note. The Company also issued warrants to purchase 200,000 shares of common stock at an exercise price of $2 per share to an investor in consideration for a $200,000 promissory note. The Company also issued warrants to purchase 30,000 shares of common stock at an exercise price of $2 per share to an existing investor. The Company also issued warrants to purchase 1,300,000 shares of common stock at an exercise price of $2 per share to certain investors in consideration for interim advances of working capital. The Company also issued warrants to purchase 10,000 shares of common stock at an exercise price of $3 per share to an investor in consideration for services performed for the Company. The Company estimates the fair value of each stock option at the grant date by using the Black-Scholes pricing model with the following weighted average assumptions: no dividend yield for all years; expected volatility of 50%; risk free interest rate of 3.5%; and expected life from one to ten years. The aggregate value of the warrants issued during 2005 was $4,987,507, and this amount was recorded at a discount on the Company’s convertible debt with an offset to paid-in-capital. The discount is being amortized on a pro rata basis over the life of the respective convertible debt instruments. The unamortized balance of the discount for all notes as of December 31, 2005 was $1,069,592. No warrants were exercised during 2005 and 8,370,911 warrants were outstanding at December 31, 2005.

During 2004, the Company issued 195,958 shares of common stock to third parties in exchange for services performed. These services were valued at $329,866 and this amount was charged to earnings during the year. The Company also issued 2,311,640 shares of common stock to employees in 2004 and recorded compensation expense of $55,488. Also in 2004, the Company issued 337,500 shares of common stock in connection with the acquisition of the Lauderdale Property (see note 3), 500,000 shares of common stock in connection with the issuance of a convertible note, 1,173,540 shares of common stock in connection with the conversion of debt and accrued interest (see note 5), 337,500 shares of common stock in connection with the acquisition of real property and 15,000 shares of common stock in exchange for $60,000 in cash. In addition, the recapitalization resulting from the Share Exchange Agreement (see note 2) resulted in an increase to the number of shares outstanding by 4,230,614.

On October 20, 2004, the Company’s shareholders approved The 2004 Stock Option and Stock Incentive Plan (“the Plan”). The purpose of the Plan is to promote the long-term interests of the Company and its shareholders by providing a means for attracting and retaining officers, directors and other key employees of and consultants to the Company and its affiliates by providing for awards in the form of options to purchase the Company’s common stock or grants of shares of restricted stock. No awards were granted under the Plan during 2005 and 2004 and there were no stock options outstanding under the Plan as of December 31, 2004.

F-16

THE TUBE MEDIA CORP. (Formerly AGU Entertainment Corp.)

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2005 AND 2004

During 2004 the Company issued warrants to purchase 2,682,336 shares of the Company’s common stock in connection with the issuance of convertible promissory notes (see note 4). The warrants have exercise prices ranging from $1.00 to $3.00 per share and generally expire on the maturity dates of the respective convertible promissory notes with which they were issued. No warrants were exercised during 2004 and warrants to purchase 2,682,336 shares of the Company’s common stock were outstanding at December 31, 2004.

There were 26,046,711 and 23,392,576 shares of common stock outstanding at December 31, 2005 and 2004, respectively.

9. INCOME TAXES

The components of the provision (benefit) for income taxes consisted of the following:

	2005		2004
Current provision (benefit):
Federal	$	-	$	-
State		-		-
Total current		-		-
Deferred provision (benefit):
Federal		-		-
State		-		-
Total deferred		-		-
Total provision (benefit) for income taxes	$	-	$	-

The reconciliation of the Company’s tax benefit based on the U.S. federal statutory income tax rate to the Company’s effective tax rate was as follows:

	Consolidated			Continuing Operations			Discontinued Operations
Tax at U.S. federal statutory tax of 34%	$	(4,834,892	)	$	(5,433,810	)	$	598,918
Increase in federal valuation reserves		3,303,638			3,902,556			(598,918	)
Permanent items		1,483,994			1,483,994			-
Other provision/return		47,260			47,260			-
Total income tax benefit	$	-		$	-		$	-

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and deferred tax liabilities as of December 31, 2005 and December 31, 2004 were as follows:

F-17

THE TUBE MEDIA CORP. (Formerly AGU Entertainment Corp.)

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2005 AND 2004

	2005			2004
Deferred Tax Assets (Liabilities)
Net operating loss carry forwards	$	5,676,526		$	2,251,379
Start-up expenses		89,121			127,316
Organizational expenditures		66,920			95,599
Allowance for doubtful accounts		74,367			-
Accrued expenses		210,824			-
Property, Plant, Equipment & other		-			11,263
Other		72,202			35,033
Total deferred tax assets		6,189,960			24,498,064
Less: Valuation allowance		(6,189,960	)		(24,498,064	)
Net Deferred Tax Asset (Liability)	$	-		$	-

The valuation allowances as of December 31, 2005, and December 31, 2004 were established due to the Company’s determination that it is more likely than not that the Company will not generate sufficient future taxable income to utilize its deferred tax assets. The valuation allowance increased by $3,691,896 from 2004 to 2005. The Company has approximately $15.0 million of net operating loss carry forwards which begin to expire in 2023. A portion of these losses is subject to limitations regarding the offset of the Company’s future taxable income, including limitations resulting from changes in ownership of greater than 50% of the Company’s common stock as a result of the issuance by the Company of additional common stock.

10. SEGMENT REPORTING

The Company has two reportable operating segments: The Tube Music Network (“The Tube”) and AGU Music. The Tube airs traditional music videos and live concerts of contemporary music material that is derived from archived video and music collection libraries. When fully operational, the Company expects that The Tube, which has not generated revenues to date, will generate revenues by selling advertising time and through direct sales of music related to the content broadcasted on the network. AGU Music is a record company engaged in the release of recorded music materials acquired through artist signings and acquisitions. The accounting policies of each segment are the same as those described in the summary of significant accounting policies (see Note 1). Each segment is separately managed and is evaluated by the Company’s management for the purpose of allocating the Company’s resources. The Company also has a corporate headquarters function, which does not meet the criteria of a reportable operating segment. Interest expense and corporate expenses are not allocated to the operating segments.

The table below presents information about reportable segments for the years ended December 31, 2005 and December 31, 2004

F-18

THE TUBE MEDIA CORP. (Formerly AGU Entertainment Corp.)

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2005 AND 2004

	2005			2004
Revenues
AGU Music	$	360,503		$	906,605
The Tube		-			-
Consolidated revenues before discontinued operations		360,503			906,605
Discontinued Operations		146,463			50,325
Consolidated revenues	$	506,966		$	956,930

Operating income (loss)
AGU Music	$	(854,441	)	$	(1,344,827	)
The Tube		(3,593,907	)		(2,554,618	)
Segment loss before corporate and discontinued operations		(4,448,348	)		(3,899,445	)
Corporate		(3,702,518	)		(1,583,911	)
Discontinued operations		(1,309,274	)		(103,281	)
Consolidated operating loss	$	(9,460,140	)	$	(5,586,637	)

Depreciation and amortization
AGU Music	$	130,356		$	100,699
The Tube		331,764			44,456
Segment total before discontinued operations		462,120			145,155
Corporate		47,789			45,760
Discontinued operations		77,166			3,148
Consolidated depreciation and amortization	$	587,075		$	194,063

Expenditures for long-lived assets
AGU Music	$	-		$	13,566
The Tube		368,747			326,710
Segment total before discontinued operations		368,747			340,276
Corporate		-			181,686

The table below reconciles the measurement of segment profit (loss) shown in the previous table to the Company’s consolidated income (loss) before taxes:

	2005			2004
Total segment loss	$	(4,448,348	)	$	(3,784,018	)
Operating loss - corporate		(3,702,518	)		(1,583,911	)
Interest expense		(6,560,928	)		(303,753	)
Settlement expense		(1,270,000	)		-
Loss before income tax and discontinued operations	$	(15,981,794	)	$	(5,669,678	)

F-19

THE TUBE MEDIA CORP. (Formerly AGU Entertainment Corp.)

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2005 AND 2004

The table below shows information regarding segment assets:

	2005		2004
Segment assets
AGU Music	$	580,887	$	845,722
The Tube		1,302,182		800,506
Segment total before discontinued operations		1,883,069		1,646,228
Corporate		454,281		1,317,227
Discontinued Operations		379,328		8,729,442
Consolidated total assets	$	2,716,678	$	11,692,897

With the exception of de minimis sales generated in Canada by AGU Music, the Company did not generate any revenues outside the United States of America for the years ending December 31, 2005 and 2004, and the Company did not have any assets located outside the United States of America. During the year ended December 31, 2005, approximately 40% of the Company’s revenues were generated through sales of the Lalah Hathaway album.

11. RELATED PARTY TRANSACTIONS

The Company, initially known as Lexington Barron Technologies, Inc., was incorporated in the State of Colorado on August 23, 2000. From its inception through April 1, 2004, Lexington Barron Technologies, Inc. conducted no significant operations or other activities. On March 15, 2004, Lexington Barron Technologies, Inc. entered into a stock exchange agreement with Pyramid Music Corp., a Florida corporation. Under the terms of the stock exchange agreement, Lexington Barron Technologies, Inc. acquired 100% of the outstanding common stock of Pyramid Music Corp. in exchange for 16,922,464 shares of common stock of Lexington Barron Technologies, Inc. As a result of the share exchange, which was consummated on April 1, 2004, the former shareholders of Pyramid Music Corp. owned, on a fully diluted basis, approximately 80% of the then-issued and outstanding shares of common stock of Lexington Barron Technologies, Inc. and the former principal owners of Lexington Barron Technologies, Inc.’s common stock (who are former directors of the company) owned, on a fully diluted basis, approximately 20% of the then-issued and outstanding shares of Lexington Barron Technologies, Inc. On March 26, 2004, Lexington Barron Technologies, Inc. amended its articles of incorporation to change its name to AGU Entertainment Corp., and on February 25, 2006, the Company amended and restated its certificate of incorporation to change its name to The Tube Media Corp. In connection with the share exchange, the then board of directors of the Company appointed nominees selected by the former shareholders of Pyramid Music Corp. to fill the existing vacancies on the Company’s board of directors. The former directors resigned as members of our board of directors.

Effective December 8, 2004, Allen Jacobi resigned as President of AGU Music, Inc., one of our subsidiaries. The Company was not obligated to make any payments to him under the termination provisions of his former employment agreement. On December 8, 2004, as part of his resignation, we and our subsidiaries entered into a mutual release and settlement agreement with Allen Jacobi, Josh Danoff, Jeff Shane, Delsy Gutierrez, each an employee of Allen Jacobi, Pyramid Records Corp., a Florida corporation, and Pyramid Media Group, Inc., referred to herein as the Pyramid Parties. Under the terms of the mutual release and settlement agreement, the Pyramid Parties had to deliver all rights to certain master recordings to the Company, pay all brokerage commissions under the license agreement, deliver all business files and computers to the Company, forfeit all rights to a telephone number and notify parties to certain agreements that the Pyramid Parties are no longer authorized to act on the Company’s behalf. The terms of the mutual release and settlement agreement provided for the Company to pay $11,000 for an outstanding legal bill owed by Pyramid Records Corp. to a third party, permit Allen Jacobi to retain $40,000 received under a license agreement, transfer any rights to the existing Stephen Stills contract to Allen Jacobi, subject to approval by the artist, and relinquish all rights to an internet domain name. The Company was also entitled to all future monies to be received under the license agreement.

F-20

THE TUBE MEDIA CORP. (Formerly AGU Entertainment Corp.)

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2005 AND 2004

Accounts payable to related parties at December 31, 2004 totaled approximately $120,000. Included in this amount was $1,000 in consulting services and expenses provided by a director.

In December 2004, the Company offset a note receivable from David Levy, an officer of the Company, in the amount of $15,500 against deferred salary, which had been deferred under an employment agreement.

For the period from May 20, 2003 (inception) through December 31, 2005, the Company received various computer and internet services totaling $39,866 from Broad Vision Group, an entity owned by John P. Grandinetti. In June 2004, $36,000 was converted into common stock of the Company. At December 31, 2005 $0 was unpaid.

For the period from May 20, 2003 (inception) through December 2005, the Company received various consulting services totaling approximately $97,206 from Dr. Robert A. Kast, a significant stockholder of the Company. At December 31, 2005 approximately $97,206 was unpaid.

Additionally, David Levy and John Poling, two executive officers of the Company, agreed to defer a portion of their salaries payable under their employment agreements until such time as adequate capital has been raised by the Company. Mr. Levy and Mr. Poling have both agreed to discontinue the deferral and waived any rights to the deferred amounts. The amount waived was approximately $213,000, and was credited to compensation during the year ended December 31, 2005.

On March 3, 2004, in connection with the Distribution Agreement and assignment of certain assets of PMG (see Note 5), the Company assumed the obligation to repay $350,000 of notes payable to Neil Strum and Ned Siegel, two significant stockholders of the Company. The notes have an annual interest rate of 8%. Payments commenced in March of 2004, and the balance due as of September 30, 2004 was approximately $331,000. The terms of these notes required monthly payments of principal and interest. The Company had not made the required monthly principal and interest payments since June of 2004. On May 5, 2005, the Company entered into a settlement agreement, effective April 15, 2005, with the holders of the notes. Under the terms of the settlement agreement, the notes were cancelled and were replaced with new notes containing the same terms and conditions as the old notes, except that the new notes had a beginning principal balance of $345,806. The Company did not make any of the required payments under the new notes. The stockholders filed suit and commenced litigation in the State of Florida and on January 16, 2006, the Company and the stockholders reached an agreement which required the immediate payment of $175,000 to the stockholders, and a subsequent payment of $125,000 on February 15, 2006, subject to a personal guarantee by David Levy, President of the Company and Donna Levy, his wife, as a complete settlement of the Distribution Agreement and dispute.

Prior to his appointment as a director of the Company on November 1, 2004, Mr. Gelberg was paid approximately $8,800 in 2004 and $14,775 in 2005, for consulting services provided to the Company. Mr. Gelberg resigned as a director of the Company on January 24, 2006. At December 31, 2005, approximately $2,500 of director fees was unpaid.

F-21

THE TUBE MEDIA CORP. (Formerly AGU Entertainment Corp.)

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2005 AND 2004

The Company also received promissory notes from, Dr. Robert A. Kast and his family during 2005 in the aggregate amount of $700,000, including the extension of a $150,000 promissory note, which was originally issued in 2004. As of December 31, 2005, $375,000 was unpaid. The $150,000 promissory note, which was originally at 8% interest, currently pays interest at 10% and was due in March 2005. The $700,000 promissory notes pay interest at 6% and were due at various dates in 2005. On April 12, 2006, the due date of these promissory notes was extended until such time as the Company raises an additional $2 million of equity or equity related securities in addition to the $2.45 million raised on April 21, 2006. The Company has also issued warrants to purchase up to 3,128,575 shares of common stock to Dr. Robert A. Kast.

The Company has an employment agreement with David Levy, dated as of April 1, 2004. Mr. Levy serves as the Company’s President. The agreement terminates on March 23, 2009 and may be extended for subsequent one-year periods by both parties signing an extension prior to 30 days of the expiration date. Under the agreement, Mr. Levy is entitled to receive an annual salary of $350,000 or such greater amount as the board of directors may determine. This annual salary increased 5% on March 23, 2005. Under the agreement, Mr. Levy deferred any salary in excess of $2,500 per week until the Company raises a minimum of $5,000,000 in equity or equity equivalents. If Mr. Levy is terminated without cause, the Company must pay him any of his annual salary that has accrued, and an amount equal to the lesser of his annual salary for the number of months remaining in the term of the agreement or his monthly salary multiplied by 24.

The Company has an employment agreement with Les Garland, dated July 2003 and amended as of March 1, 2006. Mr. Garland serves as Chief Executive Officer of The Tube. Under the agreement, Mr. Garland is entitled to receive an annual salary of $350,000 of which amount was increased to $450,000 by the board of directors of the Company effective July 1, 2005. Under the agreement, Mr. Garland is also entitled to a $50,000 bonus in 2006, bonuses based on the advertising revenue of the Tube and the Company and performance bonuses based on the profits earned by The Tube. Effective January 1, 2007 and January 1, 2008, Mr. Garland is entitled to receive an annual salary of $550,000 and $650,000, respectively. If Mr. Garland is terminated without cause or resigns for good reasons, the Company must pay him monthly installments during the severance period in an amount equal to one-twelfth of his base salary. If the Company undergoes a change of control, the Company must pay Mr. Garland a fee equal to 3% of the aggregate market value of the business combination, with a minimum of $3 million and a maximum of $10 million. If Mr. Garland introduces the transaction to the Company, there is no maximum.

The Company has an employment agreement with John W. Poling dated November 1, 2004 and amended on December 28, 2005. Mr. Poling serves as the Company’s Executive Vice President and Chief Financial Officer. Under the agreement, Mr. Poling is entitled to receive an annual salary of $200,000. Under the amendment, salary will no longer be deferred and the annual salary was set at $160,000. Mr. Poling also agreed to waive his right to receive any of his deferred salary. In the event Mr. Poling is terminated without cause, he will be entitled to severance equal to one year’s salary and payable in 12 monthly payments.

12. GOING CONCERN

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company's financial condition and operating results, specifically a working capital deficiency of approximately $4.3 million and a shareholders deficiency of approximately $3.2 million at December 31, 2005, as well as a net loss of approximately $14.2 million and net cash used in operations of approximately $5.5 million for the year ended December 31, 2005 and de minimis cash on hand, raise substantial doubt about its ability to continue as a going concern. The Company's existence is dependent on management's ability to develop profitable operations and resolve the Company's liquidity problems. Management anticipates that the Company will attain profitable status and improve its liquidity through the continued development of the Company’s television network and recorded music business.

F-22

THE TUBE MEDIA CORP. (Formerly AGU Entertainment Corp.)

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2005 AND 2004

These financial statements do not include any adjustments that might result from the outcome of this uncertainty. If the Company is unsuccessful in obtaining the additional capital necessary to fund its operations, it may be forced to downsize certain operations, restructure its current debt obligations on terms less favorable to the Company than the existing obligations or sell some of its assets. It may also need to seek protection under the federal bankruptcy laws or be forced into bankruptcy by its creditors. There can be no assurance the Company will be successful in its efforts to raise additional financing.

13. SUBSEQUENT EVENTS

During the first quarter of 2006, the Company received loans in the aggregate amount of $326,816 from three stockholders of the Company, who are related parties, of which $76,000 was repaid as of March 31, 2006, leaving an amount outstanding as of March 31, 2006 of $250,816. The loans, which are considered working capital advances, pay interest at 10% and are due when subsequent financing occurs.

During the first quarter of 2006, the Company issued 135,419 shares of common stock to third parties for services performed to the Company, 5,000 shares of common stock to directors as compensation for services on the Company’s Board of Directors and 5,711 shares of common stock to an investor as interest payment on a note payable.

During the first quarter of 2006, the Company issued convertible promissory notes to various accredited investors in the aggregate principal amount of $210,000. These convertible promissory notes pay interest at 10% and are due on the second anniversary of their issuance date and are convertible into shares of the Company’s common stock at the option of each holder at a conversion price of $2.50 per share. In connection with the issuance of the convertible notes, the Company issued to the holders an aggregate of 84,000 warrants to purchase the Company’s common stock. The common stock purchase warrants have two year terms and the exercise price is $2.50 per share.

The Company also issued a convertible promissory note of $300,000 to an accredited investor on March 21, 2006. This convertible promissory note pays interest at 10% and is due on the second anniversary of its issuance date and is convertible into shares of the Company’s common stock at the option of the holder at a conversion price of $3.00 per share. In connection with the issuance of the convertible note, the Company issued to the holder a warrant to purchase 100,000 shares of the Company’s common stock. The common stock purchase warrant has a two year term and the exercise price is $3.00 per share.

On February 25, 2006, AGU Entertainment Corp. changed its name to The Tube Media Corp. The name change was effected pursuant to Section 253 of the General Corporation Law of the State of Delaware by the merger of a wholly-owned subsidiary of the Company into the Company. The Company was the surviving corporation and, in connection with the merger, the Company amended its Certificate of Incorporation to change its name pursuant to the Certificate of Ownership and Merger filed with the Secretary of State of the State of Delaware. The Company also amended its Bylaws to reflect the name change and restated its Certificate of Incorporation.

F-23

THE TUBE MEDIA CORP. (Formerly AGU Entertainment Corp.)

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2005 AND 2004

On March 3, 2004, in connection with the Distribution Agreement and assignment of certain assets of PMG (see note 5), the Company assumed the obligation to repay $350,000 of notes payable to two shareholders of the Company. The notes have an annual interest rate of 8%. Payments commenced in March of 2004, and the balance due as of September 30, 2004 was approximately $331,000. The terms of these notes require monthly payments of principal and interest. The Company has not made the required monthly principal and interest payments since June of 2004. The shareholders filed suit and commenced litigation in the State of Florida. On January 16, 2006, the Company and the shareholders reached an agreement which required the immediate payment of $175,000 to the shareholders, and a subsequent payment of $125,000 on February 15, 2006, subject to a personal guarantee by David Levy, President of the Company and Donna Levy, his wife as a complete settlement of the Distribution Agreement and dispute.

On March 6, 2006, The Tube, entered into a charter affiliation agreement, with the Tribune Broadcasting Company (“Tribune”). The charter affiliation agreement provides that Tribune will have the exclusive right and obligation to transmit The Tube’s music network via broadcast television from Tribune’s existing and acquired stations in the designated markets specified in the charter affiliation agreement.

The charter affiliation agreement provides the terms and conditions of broadcasting, as well as the obligations of each of the parties. Pursuant to the terms of the charter affiliation agreement, The Tube will pay a portion of its advertising revenue and a portion of the revenue that it receives from the sale of products on The Tube’s music network to Tribune as compensation, and other compensation as described in the Tribune Letter Agreement (as defined below).

The charter affiliation agreement has an initial term that commences on the effective date of the charter affiliation agreement and expires on March 31, 2011. The initial term automatically renews for an additional four years if Tribune fails to notify The Tube of its desire to terminate the charter affiliation agreement at least six months prior to the scheduled expiration date. Tribune may terminate the charter affiliation agreement upon at least 45 days prior written notice to The Tube if The Tube’s music network is being distributed to less than a specified percentage of television households or cable households. In connection with the charter affiliation agreement, the parties also entered into a letter agreement, dated March 6, 2006 (the “Tribune Letter Agreement”), pursuant to which the Company agreed to issue to Tribune (i) within 10 days after the execution of the charter affiliation agreement, a common stock purchase warrant to purchase shares of the Company’s common stock, par value $0.0001 per share (the “common stock”), at an exercise price of $2.25 per share, and shares of common stock; (ii) upon Tribune’s transmission of The Tube’s music network to television stations in markets that represent 75% of all television households in the markets where Tribune owns and/or operates broadcast television stations, a common stock purchase warrant to purchase shares of common stock at an exercise price of $2.50 per share; and (iii) a specified number of shares of common stock for each 11,000,000 television households (or pro rata if less than 11,000,000) that first receive The Tube’s music network as a result of a launch of The Tube’s music network on a Tribune television station; provided, however, that television households that receive The Tube’s music network in markets with less than 100,000 television households will not be included in the calculation of television households. The Company granted “piggyback” registration rights with respect to all of the securities to be issued under the Tribune Letter Agreement. Each common stock purchase warrant entitles its holder to purchase one share of common stock for either $2.25 or $2.50 per share, subject to adjustments for stock splits, reverse splits and stock dividends. In addition, if the Company issues or sells shares of common stock in certain subsequent issuances for a price per share that is less than the applicable exercise price of the common stock purchase warrant, the exercise price will be reduced. The exercise price of the common stock purchase warrants will also be adjusted if the Company issues, sells or grants options, warrants or other securities or rights to subscribe to or exercisable for common stock in an issuance not specifically exempt by the terms of the common stock purchase warrants. The common stock purchase warrants may be exercised at any time prior to the earlier of the tenth anniversary of the issuance of the common stock purchase warrant or the termination or expiration of the charter affiliation agreement.

F-24

THE TUBE MEDIA CORP. (Formerly AGU Entertainment Corp.)

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2005 AND 2004

Pursuant to the terms of the Tribune Letter Agreement, The Tube agreed that if, in relation to any third party that owns or operates broadcast television stations and distributes The Tube’s music network, The Tube or the Company provide to such third party (i) a greater percentage of the advertising revenue or revenue that it receives from the sale of products on The Tube’s music network than that provided to Tribune or (ii) equity securities at a ratio more favorable than that provided to Tribune for each 11,000,000 television households, The Tube will offer such greater percentage or more favorable ratio to Tribune. If the granting of such greater percentage or more favorable ratio requires such third party to perform any material obligation not being performed by Tribune, then Tribune must perform such material obligation in order to receive the greater percentage or more favorable ratio.

The Tribune Letter Agreement grants Tribune the right to attend all meetings of the board of directors and committees of the board of directors of the Company and The Tube, and to receive any information given to the members of the board of directors of the Company and The Tube. The Company also agreed not to issue any equity in The Tube (or securities convertible into or exchangeable for equity in the Tube) during the term of the charter affiliation agreement.

On March 22, 2006, The Tube also entered into a charter affiliation agreement with Sinclair television Group, Inc. (“Sinclair”). The charter affiliation agreement provides that Sinclair will have the exclusive right and obligation to transmit The Tube’s music network from Sinclair’s existing and acquired stations in the designated markets specified in the affiliation agreement.

The affiliation agreement provides the terms and conditions of broadcasting, as well as the obligations of each of the parties.

Pursuant to the terms of the affiliation agreement, The Tube will pay a portion of its advertising revenue and a portion of the revenue that it receives from the sale of products on The Tube’s music network to Sinclair as compensation, and other compensation as described in the Sinclair Letter Agreement (as defined below). The affiliation agreement has an initial term of five years that commences on the earlier of (i) the date on which The Tube’s music network is initially transmitted by Sinclair’s first station; or (ii) March 31, 2006. Sinclair may renew the affiliation agreement for two successive terms of five years each upon written notice to The Tube no later than 120 days prior to the expiration of the initial term or the first renewal term, as applicable. Sinclair may terminate the affiliation agreement as of March 31, 2007 with no liability upon written notice to The Tube no later than December 31, 2006. If at least 60 days prior to the end of the fourth year of the initial term, The Tube notifies Sinclair that it does not intend to pay the compensation specified in the Sinclair Letter Agreement (as defined below), Sinclair may terminate the affiliation agreement upon at least 45 days prior written notice to The Tube.

In connection with the affiliation agreement, the parties also entered into a letter agreement, dated March 22, 2006 (the “Sinclair Letter Agreement”), pursuant to which the Company agreed to issue to Sinclair (i) within 20 days after the execution of the affiliation agreement, a common stock purchase warrant to purchase shares of the common stock, at an exercise price of $2.25 per share, and shares of common stock; (ii) upon Sinclair’s transmission of The Tube’s music network to television stations in markets that represent 50% of the designated markets where Sinclair owns and/or operates broadcast television stations, shares of common stock; and (iii) on or after April 1, 2007 and upon Sinclair’s transmission of The Tube’s music network to television stations in markets that represent 75% of the designated markets where Sinclair owns and/or operates broadcast television stations, a common stock purchase warrant to purchase shares of common stock at an exercise price of $2.50 per share and shares of common stock.

F-25

THE TUBE MEDIA CORP. (Formerly AGU Entertainment Corp.)

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2005 AND 2004

Each common stock purchase warrant entitles its holder to purchase one share of Common stock for either $2.25 or $2.50 per share, subject to adjustments for stock splits, reverse splits, stock dividends, reorganizations, consolidations and mergers. The common stock purchase warrants may be exercised at any time prior to the earlier of the tenth anniversary of the issuance of the common stock purchase warrant.

Pursuant to the terms of the Sinclair Letter Agreement, The Tube agreed that the Company may issue shares of common stock (i) as payment for services when the aggregate amount of all such issuances does not exceed 10% of the total number of shares of common stock outstanding as of the date of such issuance and so long as each share is issued at fair market value; (ii) to other distributors of The Tube’s music network when the aggregate amount of all such issuances does not exceed a specified number of shares of common stock; (iii) to satisfy existing obligations of the Company to issue equity, which obligations are specified in the Sinclair Letter Agreement; (iv) pursuant to the Company’s 2004 Stock Option and Stock Incentive Plan or any other equity incentive plan approved by the Company’s stockholders; provided, that the maximum number of shares issuable under such plans does not exceed 10% of the total number of shares of common stock outstanding as of the date such plan is approved by the Company’s stockholders; and (v) in connection with a purchase, merger or consolidation where the Company is the surviving corporation or an acquisition of the assets of a third party by the Company.

The Sinclair Letter Agreement provides Sinclair with a seat on the board of directors of The Tube, which shall be composed of no less than three and no more than ten members.

On March 31, 2006, the Company entered into agreements with two individuals (“the Lenders”) pursuant to which the Lenders agreed to loan an aggregate amount of $800,000 (the “Bridge Loan”) to the Company. In connection with the Bridge Loan, the Company issued two promissory notes (the “Bridge Notes”), in the aggregate principal amount of $800,000, to the Lenders, both of whom are accredited investors. Pursuant to the terms of the Bridge Notes, the Bridge Loan will accrue interest at the rate of four percent per year, and the principal and interest on the Bridge Notes will be due on March 31, 2007. The payments due under the Bridge Notes will be accelerated as follows: (i) in the event the Company closes a round of financing of not less than $2.0 million and not more than $2.49 million prior to March 31, 2007, the Company will pay each Lender an amount equal to $320,000; and (ii) in the event the Company closes a round of financing equal to or greater than $2.5 million prior to March 31, 2007, the Company will pay each Lender the total amount due under each Bridge Note. Upon the occurrence of an event of default under the Bridge Notes, (i) the entire unpaid balance of the principal and any interest on the Bridge Notes will bear interest at the rate of 12% per year; and (ii) the holders of the Bridge Notes may, without notice and at their option, accelerate the maturity of the Bridge Notes and cause the entire unpaid balance and any interest on the Bridge Notes to be immediately due and payable. An event of default under the Notes occurs upon (i) the Company’s failure to timely pay any amount due under the Bridge Notes; (ii) the institution of any bankruptcy, reorganization, insolvency, liquidation or other proceeding for relief by or against the Company, and if instituted against the Company, the Company consents to any such proceeding or such proceeding is not dismissed within 90 calendar days; and (iii) any breach by the Company of the terms of the Bridge Notes that remains uncured for more than five days after receipt of written notice of such breach.

On April 6, 2006, the Company amended warrants that were issued to DML Marketing and a stockholder in 2005 to purchase an aggregate 1,300,000 shares of common stock originally issued at $1.50 per share to $2.00 per share. These warrants were issued in 2005 in connection with the issuance of promissory notes and interim advances for working capital.

On April 21, 2006, the Company completed a private placement (the “Private Placement”) of $2.45 million of securities to accredited investors (the “Investors”). In connection with the Private Placement, the Company and the Investors entered into a purchase agreement (the “Purchase Agreement”) and a registration rights agreement (the “Registration Rights Agreement”), each of which is dated as of April 21, 2006. Pursuant to the terms of the Purchase Agreement, the Company sold 7% secured convertible notes in the aggregate principal amount of $2.45 million (the “7% Notes”) and issued common stock purchase warrants to purchase an aggregate of 1,088,889 shares of the common stock at an exercise price of $2.25 per share (the “Warrants”) to the Investors.

F-26

THE TUBE MEDIA CORP. (Formerly AGU Entertainment Corp.)

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2005 AND 2004

Pursuant to the terms of the 7% Notes, the Company is required to make equal monthly principal payments of $136,111, commencing on November 21, 2006 and continuing, on the first business day of each month, until the aggregate principal amount has been paid in full. Interest on the 7% Notes accrues quarterly and is payable on the last day of March, June, September and December of each year, commencing on September 30, 2006. At the option of the Company and subject to certain conditions, principal and interest payments due under the 7% Notes may be paid in cash or shares of common stock.

The 7% Notes are convertible in shares of common stock at a conversion price of $2.25 per share, subject to adjustments for stock splits, stock dividends, mergers and reorganizations. In addition, if the Company issues or sells any shares of common stock for a price per share that is less than the applicable conversion price of the 7% Notes, the conversion price of the 7% Notes will be reduced. The conversion price of the 7% Notes will also be adjusted if the Company issues, sells or grants any stock or other securities convertible into or exchangeable for common stock in an issuance that is not specifically exempt by the terms of the 7% Notes. The number of shares that may be acquired by any holder of the 7% Notes upon any conversion of the 7% Notes or issuance of shares of common stock as principal or interest payments shall be limited to the extent to insure that the total number of shares of common stock beneficially owned by any holder does not exceed 4.99% of the total number of issued and outstanding shares of common stock.

Upon the occurrence of an event of default, the 7% Notes will bear interest at the rate of 12% per annum and all unpaid principal and interest accrued under the 7% Notes shall become (1) immediately due and payable upon the election of the holder, with respect to the events in (i) through (iv) and (vi) through (vii) below; and (2) automatically due and payable, with respect to the event in (v) below. An event of default under the 7% Notes occurs upon (i) the Company’s failure to timely pay principal due under the 7% Notes; (ii) the Company’s failure to timely pay interest due under the 7% Notes and such failure continues for more than five days; (iii) the Company and its subsidiaries failure to make a required payment or payments of indebtedness of $500,000 or more in aggregate principal amount and such failure continues for more than 20 days; (iv) an acceleration of the stated maturity date of any indebtedness of the Company or its subsidiaries of $500,000 or more in aggregate principal amount, which acceleration in not rescinded within 20 days; (v) the Company’s assignment for the benefit of creditors or admission in writing of its inability to pay its debts generally as they become due, or the voluntary or involuntary bankruptcy of the Company; (vi) the rendering of a final judgment that exceeds $500,000 in the aggregate against the Company or its subsidiaries, which is not discharged within 60 days; (vii) proof that any representation of material fact made in any of the transaction documents or furnished to the holder by the Company was false in any material respect; and (viii) the Company’s failure to observe or perform in any material respect certain covenants in the transaction documents.

The 7% Notes are secured by shares of common stock pledged by David Levy, President of the Company, pursuant to the terms of a stock pledge agreement.

The Warrants may be exercised for common stock on or before April 21, 2011. The Warrants are exercisable for shares of common stock at an exercise price of $2.25 per share, subject to adjustments for stock splits, stock dividends, mergers and reorganizations, or through a “cashless exercise” provision contained in the Warrants. In addition, if the Company issues or sells any shares of common stock for a price per share that is less than the applicable exercise price of the Warrants, the exercise price of the Warrants will be reduced. The exercise price of the Warrants will also be adjusted if the Company issues, sells or grants any stock or other securities convertible into or exchangeable for common stock in an issuance that is not specifically exempt by the terms of the Warrants.

Under the Registration Rights Agreement, on or prior to the 60th calendar day after the closing of the Private Placement, the Company is obligated to file with the Securities and Exchange Commission (the “SEC”) a registration statement covering the resale of the registrable securities, which includes (i) 150% of the shares of common stock issuable upon the conversion of the 7% Notes; (ii) 150% of the shares of common stock issuable as payment of interest on the 7% Notes; (iii) 150% of the shares of common stock issuable upon the exercise of the Warrants. The Company will use reasonable efforts to cause the registration statement to be declared effective by the SEC the earlier of (i) the 120th day following the closing of the Private Placement and (ii) the fifth trading day following the date on which the Company is notified by the SEC that the registration statement will not be reviewed or is no longer subject to further review. The Company is also obligated to use commercially reasonable efforts to keep such registration statement continuously effective until all registrable securities covered by such registration statement have been sold or may be sold pursuant to Rule 144(k) under the Securities Act of 1933, as amended. If (i) the registration statement is not filed by the required filing date; (ii) the registration statement is not declared effective by the SEC by the required effectiveness date; or (iii) after its effective date, the registration statement ceases for any reason to be effective or available to holders of all registrable securities for more than 20 consecutive trading days or an aggregate of 50 trading days (each, an “Event”), then (i) on the date of such Event, the Company shall pay each holder an amount in cash equal to 1.0% of the aggregate subscription amount paid by such holder in the Private Placement; and (ii) on each monthly anniversary of such an Event, until the Event is cured, the Company shall pay each holder an amount in cash equal to 1.0% of the aggregate subscription amount paid by such holder in the Private Placement. If the Company fails to pay any damages pursuant to an Event in full within ten days after its due date, the Company will pay interest thereon equal to 10% per annum. The maximum amount payable to any holder shall not exceed 12% of the aggregate subscription amount paid by such holder in the Private Placement.

F-27

THE TUBE MEDIA CORP. (Formerly AGU Entertainment Corp.)

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2005 AND 2004

The Company has used a portion of the proceeds from the Private Placement to repay the Bridge Loan obtained by the Company on March 31, 2006.

On April 3, 2006, the Company repaid a promissory note dated December 9, 2005 to DML Marketing, in the amount of $108,377.

On April 27, 2006, the Company repaid $182,818 of promissory notes payable to a stockholder, plus $56,752 of interest due, which included $37,534 of interest payable on the Galt Note.

F-28

THE TUBE MEDIA CORP. (Formerly AGU Entertainment Corp.) and SUBSIDIARIES

Condensed Consolidated Balance Sheets

As of March 31, 2006 and December 31, 2005

	March 31,			December 31,
Assets	2006			2005
Current Assets:	(unaudited)
Cash	$	892,518		$	346,998
Accounts receivable, net of allowance for doubtful
accounts of $195,239 and $195,703, respectively		407,594			408,822
Prepaid expenses		15,000			367,264
Total current assets		1,315,112			1,123,084

Property and equipment, net of accumulated
depreciation of $332,056 and $296,876, respectively		384,686			437,853
Property and equipment from discontinued operations
net of accumulated depreciation of $10,533 and $7,900, respectively		25,466			28,100
Intangibles, net of amortization		4,815,144			1,077,161
Other assets		142,151			50,480
Total assets	$	6,682,559		$	2,716,678

Liabilities and Shareholders’ Deficiency
Current Liabilities:
Accounts payable	$	1,315,529		$	794,336
Accounts payable - related parties		75,725			154,708
Notes payable, related parties		1,146,004			1,241,010
Notes payable		1,232,819			707,818
Convertible notes payable		1,045,000			850,000
Equipment note		-			12,986
Capital leases payable		1,535			11,278
Accrued expenses		1,696,105			1,418,774
Other current liabilities		50,373			6,852
Total current liabilities		6,563,090			5,197,762

Capital leases payable - long term portion		1,008			1,636
Equipment note - long term portion		-			23,683
Notes payable		275,000			275,000
Convertible notes payable - net of unamortized discounts		1,140,251			375,408
Total liabilities		7,979,349			5,873,489
COMMITMENTS AND CONTIGENCIES

Shareholders’ deficiency
Preferred stock, $0.0001 par value; 10,000,000 shares authorized,
-0- shares issued and outstanding		-			-
Common stock, $0.0001 par value; 100,000,000 shares authorized,
27,292,841 and 26,046,711 shares issued and outstanding		2,729			2,604
Additional paid-in capital		22,199,227			17,762,512
Accumulated deficit		(23,498,746	)		(20,921,927	)
Total shareholders' deficiency		(1,296,790	)		(3,156,811	)

Total liabilities and shareholders' deficiency	$	6,682,559		$	2,716,678

See accompanying notes to condensed consolidated financial statements

F-29

The Tube Media Corp. (formerly AGU Entertainment Corp.) and Subsidiaries

Condensed Consolidated Statements of Operations

For the Three Months Ended March 31, 2006 and 2005

(Unaudited)

	March 31,			March 31,
	2006			2005
				(As Restated)

Net revenues	$	-		$	105,927
Cost of sales and services performed		-			22,739
Gross profit		-			83,188

Operating Expenses
Legal and professional fees		488,917			273,671
Promotion and advertising		157,949			71,530
Depreciation and amortization		162,974			65,128
Other general and administrative costs		1,121,256			2,446,289

Total operating expenses		1,931,096			2,856,618
Operating loss		(1,931,096	)		(2,773,430	)
Interest expense		653,596			1,287,684
Other income		10,506			-

Loss from continuing operations		(2,574,186	)		(4,061,114	)

Loss from discontinued operations		(2,633	)		(183,638	)

Net loss	$	(2,576,819	)	$	(4,244,752	)

Loss per common share from continuing operations	$	(0.10	)	$	(0.17	)
Loss per common share from discontinued operations	$	(0.00	)	$	(0.01	)
Net loss per common share	$	(0.10	)	$	(0.18	)
Weighted average common shares outstanding -
Basic and diluted		26,333,230			23,720,678

See accompanying notes to condensed consolidated financial statements

F-30

The Tube Media Corp. (formerly AGU Entertainment Corp.) and Subsidiaries

Condensed Consolidated Statement of Changes in Shareholders’ (Deficiency)

For the Three Months Ended March 31, 2006

(Unaudited)

	Shares		Common Stock		Additional Paid-in Capital		Accumulated Deficit			Total
Balance at December 31, 2005		26,046,711	$	2,604	$	17,762,512	$	(20,921,927	)	$	(3,156,811	)

Issuance of shares of common stock for services		135,419		14		209,885		-			209,899
Issuance of warrants to purchase common stock in
connection the issuance of convertible debt		-		-		171,400		-			171,400
Beneficial conversion feature from issuance of convertible debt		-		-		190,840		-			190,840
Issuance of shares of common stock in connection with
contract rights agreements for network broadcasting		1,100,000		110		2,409,890		-			2,410,000
Issuance of warrants to purchase common stock in
connection with contract rights agreements for network broadcasting		-		-		1,435,530		-			1,435,530
Issuance of shares of common stock to directors for services		5,000		-		7,750		-			7,750
Issuance of shares of common stock to pay accrued interest		5,711		1		11,420					11,421
Net loss		-		-		-		(2,576,819	)		(2,576,819	)

Balance at March 31, 2006		27,292,841	$	2,729	$	22,199,227	$	(23,498,746	)	$	(1,296,790	)

See accompanying notes to condensed consolidated financial statements

F-31

The Tube Media Corp. (formerly AGU Entertainment Corp.) and Subsidiaries

Condensed Consolidated Statements of Cash Flows

For the Three Months Ended March 31, 2006 and 2005

	March 31, 2006			March 31, 2005
	(As Restated)			(As Restated)

Cash flows from operating activities:
Net loss from continuing operations	$	(2,574,186	)	$	(4,061,114	)
Adjustments to reconcile net loss to net cash
used in operating activities:
Bad Debt Expense		878			-
Depreciation and amortization		164,729			65,128
Common stock issued as payment for services		217,649			405,866
Common stock issued for services and compensation		-			1,047,840
Gain on disposal of assets		(1,005	)		-
Loss from discontinued operations, less depreciation		(2,633	)		(155,266	)
Decrease in accounts receivable		350			32,343
Decrease (increase) in prepaid expenses		352,264			(11,338	)
(Increase) decrease in other assets		(91,674	)		8,849
Increase in accounts payable and accrued liabilities		739,598			427,177
Decrease in other liabilities		-			(30,092	)
Decrease in discount on notes payable		537,084			1,178,662
Net cash used in operating activities		(656,946	)		(1,091,945	)
Cash flows from investing activities:
Disbursements for property and equipment		(37,963	)		(128,661	)
Net cash used in investing activities		(37,963	)		(128,661	)
Cash flows from financing activities:
Payment of notes payable		-			(2,959	)
Proceeds from notes payable to related parties		326,800			190,683
Payment on capital leases		(10,371	)		(3,272	)
Payment of notes payable to related parties		(386,000	)		-
Proceeds from other notes payable		1,310,000			270,000
Net cash provided by financing activities		1,240,429			454,452
Net increase (decrease) in cash		545,520			(766,154	)
Cash, beginning of year		346,998			771,533
Cash, end of year	$	892,518		$	5,379
Supplemental disclosure of cash flow information:
Cash paid for income taxes	$	-		$	-
Cash paid for interest	$	-		$	50,512
Non-cash financing activities:				��
Common stock issued as payment for services	$	217,649		$	205,866
Equipment acquired through issuance of common stock	$	-		$	244,500
Exstinguishment of liabilities to common stock	$	11,422		$	337,500
Common stock issued in connection with affiliation agreements	$	2,410,000		$	200,000
Warrants issued with convertible debt	$	171,400		$	-
Warrants issued in connection with affiliation agreements	$	1,435,530		$	-

See accompanying notes to condensed consolidated financial statements

F-32

The Tube Media Corp. (formerly AGU Entertainment Corp.) and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2006 (unaudited)

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Organization

The Company was initially incorporated as Lexington Barron Technologies, Inc. in the State of Colorado on August 23, 2000 for the purpose of addressing the specific needs of small businesses and start-up organizations by providing a broad range of consulting and advisory services ranging from market research and analysis to business plans and systems development to financial consulting. In early 2004, the Company’s former management determined that the business model was not progressing and that the Company should either merge with or acquire an operating company with an operating history and assets.

Effective April 1, 2004, the Company entered into a share exchange agreement with Pyramid Music Corp., a Florida corporation (“PMC”). Under the terms of the share exchange agreement, the Company acquired 100% of the outstanding common stock of PMC in exchange for 16,922,464 shares of the Company’s common stock. On March 26, 2004, in anticipation of the completion of the share exchange, the Company changed its name to AGU Entertainment Corp. As of April 1, 2004, upon completion of the share exchange, the former shareholders of PMC owned, on a fully diluted basis, approximately 80% of the outstanding common stock of AGU Entertainment Corp., which resulted in a change in control. The transaction was accounted for as a reverse merger and recapitalization whereby PMC, which became a wholly-owned subsidiary of AGU Entertainment Corp., was deemed to be the acquirer for accounting purposes. In addition, as of April 1, 2004, AGU Entertainment Corp. had no identifiable assets and liabilities. As a result, PMC is deemed to be the surviving accounting and reporting entity, and all of the historical financial information presented in this Form 10-QSB, including the consolidated financial statements and Management’s Discussion and Analysis or Plan of Operations, reflect the assets, liabilities, results of operations and cash flows of PMC and its subsidiaries, The Tube Music Network, Inc., a Florida corporation (“The Tube”) and Pyramid Records International, Inc., a Florida corporation (“PRI”).

In July of 2004, the Company dissolved PMC, and as a result The Tube and PRI became direct, wholly-owned subsidiaries of AGU Entertainment Corp. On October 20, 2004, the Company’s shareholders approved the reincorporation of the Company in the State of Delaware through a merger of the Company into a wholly-owned subsidiary corporation incorporated in the State of Delaware. The reincorporation resulted in the Company becoming a Delaware corporation, effective as of October 21, 2004, and did not result in any change in the Company’s name, headquarters, business, jobs, management, location or any of the Company’s offices or facilities, number of employees, taxes payable to the State of Colorado, assets, liabilities or net worth.

In February of 2005, the Company formed two new subsidiaries, AGU Studios, Inc. (“AGU Studios”), a Florida corporation, and 3200 Oakland Park Boulevard, Inc., a Florida corporation (“3200 Oakland Park”). Liquidity issues and the sale of the property located in Lauderdale Lakes, Florida, the operations of AGU Studios and 3200 Oakland Park have been discontinued.

In March 2005, we changed the name of PRI to AGU Music, Inc. (“AGU Music”).

The Tube is a 24-hour per day broadcast digital television network that delivers high quality music video, audio, and e-commerce to digital viewers nationally. Its national launch is expected to take place by the third quarter of 2006. The Tube can currently be seen in a limited number of households in various parts of the United States. AGU Music was formed to produce both studio albums and DVD concerts.

F-33

The Tube Media Corp. (formerly AGU Entertainment Corp.) and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2006 (unaudited)

Basis of Presentation

The condensed consolidated financial statements in this report are unaudited. The preparation of the condensed consolidated financial statements are in conformity with accounting principles generally accepted in the United States of America (GAAP) for interim financial reporting and the regulations of the Securities and Exchange Commission (“SEC”) for quarterly reporting. Management acknowledges its responsibility for the preparation of the accompanying interim condensed consolidated financial statements which reflect all adjustments considered necessary, in the opinion of management, for a fair statement of the results of interim periods presented. These financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s annual report on Form 10-KSB as filed with the SEC for the year ended December 31, 2005.

The accompanying financial statements reflect the results of the operations of the Company and its subsidiaries for the three months ended March 31, 2006 and the results of the Company for the three months ended March 31, 2005. (restated)

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of The Tube Media Corp. and its subsidiaries. References to the Company mean The Tube Media Corp. and its subsidiaries unless otherwise indicated. All significant intercompany transactions have been eliminated.

Use of Estimates

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

Restatement

The Company has restated its previously issued, March 31, 2005 condensed consolidated financial statements for matters related to the following previously reported items: reclassification of discontinued operations and the issuance of stock to a former director in connection with an employment agreement. The restatement of the previously issued, March 31, 2005 condensed consolidated financial statements, reported in the Form 10-QSB for the quarter ended March 31, 2006, initially filed with the Securities and Exchange Commission on May 22, 2006.

The following is a summary of the restatements for March 31, 2005:

Loss from continuing operations as originally reported at March 31, 2005	$	(3,196,912	)

Less:

Additional compensation expense recorded in connection with the
issuance of common stock		(1,047,840	)

Reclassification of loss attributable to discontinued operations		183,638

Loss from continuing operations at March 31, 2005 as restated	$	(4,061,114	)

Loss from Discontinued operations	$	(183,638	)

Certain amounts from the prior year have been reclassified to conform to current period presentation.

F-34

The Tube Media Corp. (formerly AGU Entertainment Corp.) and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2006 (unaudited)

The three months ended March 31, 2005 were restated to include $1.1 million additional compensation paid to a director.

Loss per Share

Basic income or (loss) per share is computed by dividing net income or loss attributable to common stockholders by the weighted average number of shares outstanding during the year. Diluted income per share attributable to common stockholders further considers the impact of dilutive common stock equivalents. Diluted loss per share has not been presented separately for the three months ended March 31, 2006 and 2005 because the effect of the additional shares which would be issued, assuming conversion of the convertible notes and common stock purchase warrants, are anti-dilutive for the aforementioned periods. The aggregate amount of securities that could potentially dilute earnings per share in future periods, at March 31, 2006 was 20,581,704.

Recent Accounting Pronouncements

Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation” (“SFAS No. 123”), established a fair value method of accounting for stock-based compensation plans and for transactions in which an entity acquires goods or services from non-employees in exchange for equity instruments. SFAS No. 123 was amended by Statement of Financial Accounting Standards No. 148, “Accounting for Stock-Based Compensation - Transition and Disclosure”, which required companies to disclose in interim financial statements the pro forma effect on net income (loss) and net income (loss) per common share of the estimated fair market value of stock options or warrants issued to employees. Through December 31, 2005, the Company accounted for stock-based compensation utilizing the intrinsic value method prescribed in Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (APB No. 25), with pro forma disclosures of net income (loss) as if the fair value method had been applied. Accordingly, compensation cost for stock options was measured as the excess, if any, of the fair market price of the Company’s stock at the date of grant over the amount an employee must pay to acquire the stock.

As the exercise price of stock options and warrants issued to employees was not less than the fair market value of the Company’s common stock on the date of grant, and in accordance with accounting for such options utilizing the intrinsic value method, there was no related compensation expense recorded in the Company’s 2005 consolidated financial statements. The fair value of stock options and warrants issued to officers, directors and employees at not less than fair market value of the Company’s common stock on the date of grant was estimated using the Black-Scholes option-pricing model, and the effect on the Company’s results of operations was shown as if such stock options and warrants had been accounted for pursuant to SFAS No. 123.

In December 2004, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 123 (revised 2004), “Share Based Payment” (“SFAS No. 123R”), a revision to SFAS No. 123, “Accounting for Stock-Based Compensation”. SFAS No. 123R superseded APB No. 25 and amended SFAS No. 95, “Statement of Cash Flows”. Effective January 1, 2006, SFAS No. 123R requires that the Company measure the cost of employee services received in exchange for equity awards based on the grant date fair value of the awards, with the cost to be recognized as compensation expense in the Company’s financial statements over the vesting period of the awards. Accordingly, the Company will recognize compensation cost for equity-based compensation for all new or modified grants issued after December 31, 2005. In addition, commencing January 1, 2006, the Company is required to recognize the unvested portion of the grant date fair value of awards issued prior to adoption of SFAS No. 123R based on the fair values previously calculated for disclosure purposes over the remaining vesting period of the outstanding stock options and warrants.

The Company adopted SFAS No. 123R effective January 1, 2006, and is using the modified prospective method in which compensation cost is recognized beginning with the effective date (a) based on the requirements of SFAS No. 123R for all share-based payments granted after the effective date and (b) based on the requirements of SFAS No. 123R for all awards granted to employees prior to the effective date of SFAS No. 123R that remain unvested on the effective date.

F-35

The Tube Media Corp. (formerly AGU Entertainment Corp.) and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2006 (unaudited)

The Company has never granted stock options to purchase shares of its common stock under its 2004 Stock Option Plan, or for employee services. Accordingly, the Company’s Condensed Consolidated Financial Statements do not include any stock based compensation expense for the three months ended March 31, 2006, and as such, no proforma information for March 31, 2005 is required, nor does the Company have any unvested deferred compensation that must be amortized over any vesting periods.

2. INTANGIBLES

Intangible assets at March 31, 2006 were as follows:

	Value at acquisition		Accumulated amortization			Balance at March 31, 2006
Distribution agreement	$	350,000	$	(233,200	)	$	116,800
Contract rights		4,317,036		(70,800	)		4,246,236
Other intangibles		651,035		(198,928	)		452,108
Total intangibles	$	5,318,071	$	(502,928	)	$	4,815,144

The distribution agreement is being amortized on a straight line basis over a period of three years. Contract rights, which were acquired in April 2005 and March 2006 for common stock and warrants to purchase the Company’s common stock, to broadcast The Tube in certain markets, are being amortized over the initial lives of the agreements, which are five year periods beginning in July of 2005 and April 2006. Other intangibles pertain to costs to develop network logos, graphic templates and on-air interstitials for The Tube. Under the terms of an amended agreement with the developer of these assets, the Company agreed to pay the developer in cash and shares of common stock, which is being amortized on a straight line basis over a period of three years. Amortization expense for the three months ended March 31, 2006 and March 31, 2005 was $107,053 and $28,372, respectively. Aggregate amortization expense over the next five years, assuming an estimated useful life of two years for the other intangibles, is expected to be as follows:

For the year ending December 31:

2006	$	964,482
2007		885,807
2008		863,407
2009		863,407
2010		769,007

3. NOTES PAYABLE

Convertible Notes

Convertible notes payable consist of the following at March 31, 2006 and December 31, 2005:

	2006
Convertible notes	$	3,080,000
Less: current portion		(1,045,000	)
Less: Discount on convertible notes payable		(894,749	)
Convertible notes payable, long term portion, net of discounts	$	1,140,251

F-36

The Tube Media Corp. (formerly AGU Entertainment Corp.) and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2006 (unaudited)

During the first quarter of 2006, the Company issued additional convertible promissory notes to various accredited investors in the aggregate principal amount of $510,000. These convertible promissory notes pay interest at 10% and are due on the second anniversary of their issuance date and are convertible into shares of the Company’s common stock at the option of each holder at a conversion price ranging from $2.50 to $3.00 per share. In connection with the issuance of the convertible notes, the Company issued to the holders warrants to purchase an aggregate of 184,000 shares of the Company’s common stock. The common stock purchase warrants have two year terms and the exercise price ranging from $2.50 to $3.00 per share. The Company estimated the fair value of each warrant at the date of grant by using the Black-Scholes pricing model with the following weighted average assumptions: no dividend yield, expected volatility of 50%, risk-free interest rate of 4.5%, and an expected life from two to ten years. The aggregate value of the warrants issued in 2006, in connection with convertible promissory notes, was $171,400 and this amount was recorded as a discount of the notes payable with an offset to paid in capital. Accordingly, as the effective conversion price of the notes was less than the fair price at the date of issuance, a beneficial conversion feature of $190,840 was determined and recorded as a discount to notes payable with an offset to paid in capital. These discounts are being amortized over the life of the respective convertible notes. The unamortized balance of $347,147 is included in the discount on notes payable balance as of March 31, 2006.

Other Notes Payable

On March 31, 2006, the Company entered into agreements with two individuals (the “Lenders”), pursuant to which the Lenders agreed to loan to the Company, an aggregate amount of $800,000 (the “Bridge Loan”). In connection with the Bridge Loan, the Company issued two promissory Bridge Notes (the “Bridge Notes”), in the aggregate principal amount of $800,000, to the Lenders, both of whom are accredited investors. Pursuant to the terms of the Bridge Notes, the Bridge Loan would accrue interest at the rate of four percent per year, and the principal and interest on the Bridge Notes would be due on March 31, 2007. The payments due under the Bridge Notes would be accelerated as follows: (i) in the event the Company closes a round of financing of not less than $2.0 million and not more than $2.49 million prior to March 31, 2007, the Company would pay each Lender an amount equal to $320,000; and (ii) in the event the Company closes a round of financing equal to or greater than $2.5 million prior to March 31, 2007, the Company would pay each Lender the total amount due under each Note. The Bridge loans were repaid on April 21, 2006 from the proceeds of the “Private Placement”, see Note 10.

Also during the first quarter of 2006, the Company disposed a Company vehicle and retired the equipment note in the amount of $36,669. The disposal resulted in a gain on disposal of the equipment of $1,005.

The unamortized balance of the discount for the notes issued in the quarter ended March 31, 2006 was $347,147. No warrants were exercised during the first three months of 2006 and warrants to purchase 9,929,911 shares of common stock were outstanding at March 31, 2006. The unamortized balance of the discount for all notes as of March 31, 2006 was $894,749.

Related Party Notes

F-37

The Tube Media Corp. (formerly AGU Entertainment Corp.) and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2006 (unaudited)

During the first three months of 2006, the Company received loans in the aggregate amount of $326,800 from three stockholders of the Company, who are related parties, of which $76,000 was repaid as of March 31, 2006, leaving an amount outstanding as of March 31, 2006 of $250,800. The loans, which are considered working capital advances, pay interest at 10% and are due when subsequent financing occurs.

4. STOCKHOLDERS’ EQUITY

During the first three months of 2006, the Company issued 135,419 shares of common stock to various service providers and consultants in exchange for services performed. These services were valued at $209,899 and this amount was charged to operating expenses during the period. The Company also issued 5,000 shares of common stock to its directors during the first three months of 2006 and recorded compensation expense of $7,750.

In addition, the Company issued 1,100,000 shares of common stock pursuant to charter affiliation agreements. The charter affiliation agreements provide distribution services to air the Tube in certain markets, for five years, which were valued at fair market price and resulted in $2,410,000 being recorded as an intangible asset. Additionally, the Company issued warrants to purchase 1,350,000 shares of common stock of the Company, in connection with the charter affiliation agreements, which were valued at the day of the agreement by using the Black-Scholes pricing model with the following weighted average assumptions: no dividend yield, expected volatility of 50%, risk free interest rate of 4.5% and an expected life of ten years. The aggregate value of the warrants was $1,435,530 and the charter affiliation agreements were recorded as an intangible asset. (See Note 5)

During the first three months of 2006, the Company issued 5,711 shares of its common stock for payment of interest in the amount of $11,422, which was accrued in 2005.

5. AFFILIATION AGREEMENTS

F-38

The Tube Media Corp. (formerly AGU Entertainment Corp.) and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2006 (unaudited)

The affiliation agreement provides the terms and conditions of broadcasting, as well as the obligations of each of the parties.

F-39

The Tube Media Corp. (formerly AGU Entertainment Corp.) and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2006 (unaudited)

The Sinclair Letter Agreement provides Sinclair with a seat on the board of directors of The Tube, which shall be composed of no less than three and no more than ten members.

6. CONTINGENCIES

On October 13, 2004, The Tube received notification from a television channel featuring music related programming that the circle logo used by The Tube is "confusingly similar" to the circle logo used by that television channel, supporting claims of trademark infringement and unfair competition. On November 3, 2004, the Company responded to the October 13, letter stating it does not believe the logos are confusingly similar or that any trademark infringement has occurred. The Company has not received a response to its November 3, 2004 letter. The Company intends to vigorously defend any challenge to its use of its logo.

F-40

The Tube Media Corp. (formerly AGU Entertainment Corp.) and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2006 (unaudited)

On May 5, 2005, the Company entered into a settlement agreement, effective April 15, 2005, with the holders of the ARK 21 Notes, who are significant stockholders of the Company. Under the terms of the settlement agreement, the ARK 21 notes were cancelled and were replaced with new notes containing the same terms and conditions as the old notes, except that the new notes had a beginning principal balance of $345,806. The Company did not make any of the required payments under the new notes. The stockholders filed suit and commenced litigation in the State of Florida and on January 16, 2006. The Company and the stockholders reached an agreement, which required the immediate payment of $175,000 to the stockholders, and a subsequent payment of $125,000. On February 15, 2006, the Company paid the settlement amount in full, plus an additional $10,000 as consideration for the delayed payment. The stockholders withdrew their suit in connection with the settlement agreement.

During 2004 and 2005, we did not remit our payroll taxes timely due to liquidity issues. We have recorded a liability for the 2004 unpaid payroll taxes in the amount of $45,147 and the expected interest and penalties for 2004 in the amount of $30,442. In 2005 all of the payroll taxes have been paid with the exception of $157,936. We have recorded this amount as a liability in 2005, and an estimate of the expected interest and penalties in respect of the late taxes for 2005, in the amount of $152,731. We believe the amounts reserved are adequate in all material respects.

The Company paid its payroll taxes for the first quarter of 2006 late, and has recorded $36,716 as an estimate of the expected interest and penalties in respect of the late taxes for 2006.

7. SEGMENT REPORTING

The Company has two reportable operating segments: The Tube Music Network (“The Tube”) and AGU Music. The Tube airs traditional music videos and live concerts of contemporary music material that is derived from archived video and music collection libraries. When fully operational, the Company expects that The Tube, which has not generated revenues to date, will generate revenues by selling advertising time and through direct sales of music related to the content broadcasted on the network. AGU Music is a record company engaged in the release of recorded music materials acquired through artist signings and acquisitions. The accounting policies of each segment are the same as those described in the summary of significant accounting policies (see Note 1). Each segment is separately managed and is evaluated by the Company’s management for the purpose of allocating the Company’s resources. The Company also has a corporate headquarters function which does not meet the criteria of a reportable operating segment. Interest expense and corporate expenses are not allocated to the operating segments.

The table below presents information about reportable segments for the three months ended March 31, 2006 and 2005.

F-41

The Tube Media Corp. (formerly AGU Entertainment Corp.) and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2006 (unaudited)

	Three Months
	March 31, 2006			March 31, 2005
Revenues
AGU Music	$	-		$	105,927
Discontinued operations		-			44,576
Consolidated revenues	$	-		$	150,503


Operating loss
AGU Music		(32,898	)		18,760
The Tube		(889,844	)		(811,242	)
Segment loss		(922,742	)		(792,482	)
Corporate		(1,008,354	)		(1,980,948	)
Discontinued operations		(2,633	)		(183,638	)
Consolidated operating loss	$	(1,933,729	)	$	(2,957,068	)

The table below reconciles the measurement of segment profit shown in the previous table to the Company’s consolidated income before taxes:

	Three Months
	March 31, 2006			March 31, 2005
Total segment loss	$	(922,742	)	$	(792,482	)
Operating loss - corporate		(1,008,354	)		(1,980,947	)
Loss from discontinued operations		(2,633	)		(183,638	)
Other income		10,506			-
Interest expense		(653,596	)		(1,287,685	)
Loss before income tax	$	(2,576,819	)	$	(4,244,752	)

8. RELATED PARTY TRANSACTIONS

During the first three months of 2006, the Company received loans in the aggregate amount of $326,800 from three stockholders of the Company, who are related parties, of which $76,000 was repaid as of March 31, 2006, leaving an amount outstanding as of March 31, 2006 of $250,800 (see Note 3). The loans, which are considered working capital advances, pay interest at 10% and are due when subsequent financing occurs.

On May 5, 2005, the Company entered into a settlement agreement, effective April 15, 2005, with the holders of the ARK 21 Notes, who are significant stockholders of the Company. Under the terms of the settlement agreement, the ARK 21 notes were cancelled and were replaced with new notes containing the same terms and conditions as the old notes, except that the new notes had a beginning principal balance of $345,806; the Company did not make any of the required payments under the new notes. The stockholders filed suit and commenced litigation in the State of Florida and on January 16, 2006, the Company and the stockholders reached an agreement, which required the immediate payment of $175,000 to the stockholders, and a subsequent payment of $125,000. On February 15, 2006, the Company paid the settlement amount in full, plus an additional $10,000 as consideration for the delayed payment.

For the period from January 1, 2006 through March 31, 2006, the Company received various services totaling $4,000 from an affiliate. At March 31, 2006 approximately $4,000 was unpaid and accrued.

F-42

The Tube Media Corp. (formerly AGU Entertainment Corp.) and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2006 (unaudited)

Accounts payable to related parties at March 31, 2006, totaled approximately $75,725. Included in this amount was $5,000 in director’s fees payable to a certain director.

9. GOING CONCERN

The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company's financial condition and operating results, specifically a working capital deficiency of approximately $5.3 million and an accumulated deficit of approximately $23.5 million at March 31, 2006, as well as a net loss of approximately $2.6 million for the three months ended March 31, 2006, raise substantial doubt about its ability to continue as a going concern. The Company's existence is dependent on management's ability to develop profitable operations and resolve the Company's liquidity problems. Management anticipates that the Company will attain profitable status and improve its liquidity through the continued development of the Company’s television network and recorded music business.

10. SUBSEQUENT EVENTS

During 2005, the Company received loans in the aggregate amount of approximately $1.5 million from, David Levy and DML Marketing, of which $679,025 were repaid as of December 31, 2005, leaving an amount outstanding as of December 31, 2005 of $780,803. On April 3, 2006, the Company repaid a promissory note dated December 9, 2005 to DML Marketing, in the amount of $108,378. The loans, which are considered working capital advances, generally pay interest at 10% and are due upon additional equity transactions. The Company has also issued warrants to purchase up to 800,000 shares of common stock to DML Marketing at $1.50 per share. On April 3, 2006, the warrants were amended to change the exercise price per share to $2.00.

F-43

The Tube Media Corp. (formerly AGU Entertainment Corp.) and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2006 (unaudited)

Pursuant to the terms of the 7% Notes, the Company is required to make equal monthly payments of principal commencing on November 21, 2006 and continuing, on the first business day of each month, until the aggregate principal amount has been paid in full. Interest on the 7% Notes accrues quarterly and is payable on the last day of March, June, September and December of each year, commencing on September 30, 2006. At the option of the Company and subject to certain conditions, principal and interest payments due under the 7% Notes may be paid in cash or shares of common stock.

The 7% Notes are secured by shares of common stock pledged by David Levy, President of the Company, pursuant to the terms of a stock pledge agreement.

F-44

The Tube Media Corp. (formerly AGU Entertainment Corp.) and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2006 (unaudited)

The Company has used a portion of the proceeds from the Private Placement to repay the Bridge Loan obtained by the Company on March 31, 2006.

In connection with advances of working capital to the Company, the Company issued in 2005 promissory notes to a stockholder in the amount of $532,818; $350,000 of which was repaid in the same period. The remaining $182,818 was repaid on April 27, 2006, plus accrued interest of $19,218, plus $37,534 of interest payable on the Note issued on September 15, 2004 to the Galt Financial Corporation.

F-45

Part II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 24. Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law permits a corporation, under specified circumstances, to indemnity its directors, officers, employees or agents against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlements actually and reasonably incurred by them in connection with any action, suit or proceeding brought by third parties by reason of the fact that they were or are directors, officers, employees or agents of the corporation, if such directors, officers, employees or agents acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reason to believe their conduct was unlawful. In a derivative action, i.e., one by or in the right of the corporation, indemnification may be made only for expenses actually and reasonably incurred by directors, officers, employees or agents in connection with the defense or settlement of an action or suit, and only with respect to a matter as to which they shall have acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made if such person shall have been adjudged liable to the corporation, unless and only to the extent that the court in which the action or suit was brought shall determine upon application that the defendant directors, officers, employees or agents are fairly and reasonably entitled to indemnity for such expenses despite such adjudication of liability.

Section 102(b)(7) of the Delaware General Corporation Law provides that a certificate of incorporation may contain a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director provided that such provision shall not eliminate or limit the liability of a director:

(1)	for any breach of the director’s duty of loyalty to the corporation or its stockholders,

(2)	for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law,

(3)	under Section 174 (relating to liability for unauthorized acquisitions or redemptions of, or dividends on, capital stock) of the Delaware General Corporation Law, or

(4)	for any transaction from which the director derived an improper personal benefit.

Our certificate of incorporation limits the liability of a director as permitted by Section 102(b)(7) of the Delaware General Corporation Law. Our certificate of incorporation provides that we shall, to the fullest extent permitted by the Delaware General Corporation Law, indemnify all persons whom we may indemnify under Delaware law. Our certificate of incorporation further provides that:

·	we are required to indemnify our directors and officers, subject to very limited exceptions;

·	we may indemnify other persons, subject to very limited exceptions; and

·	we are required to advance expenses, as incurred, to our directors and officers in connection with a legal proceeding, subject to very limited exceptions.

The indemnification provisions in our certificate of incorporation may be sufficiently broad to permit indemnification of our directors and officers for liabilities arising under the Securities Act.

Item 25. Other Expenses of Issuance and Distribution.

II-1

All of the expenses will be paid by the registrant. The expenses to be paid by the registrant are listed below. All amounts, other than the SEC registration fee, are estimates.

	Amount to Be Paid
SEC registration fee	$	3,751
Legal fees and expenses		60,000
Accounting fees and expenses		5,000
Printing and engraving		2,000
Miscellaneous		2,000
Total	$	72,751

Item 26. Recent Sales of Unregistered Securities

In early 2004, the Company issued 16,922,464 shares of common stock to investors, directors and employees, including certain unaccredited investors, in connection with the recapitalization of the Company. No underwriters or brokers were employed in the transaction. The securities were deemed restricted securities for the purposes of the Securities Act. The Company maintains that the issuance of these securities were exempt from registration under the Securities Act, in reliance upon Regulation D promulgated thereunder as transactions by an issuer not involving a public offering.

In August 2004, the Company issued 242,713 shares of common stock to several investors for prices per share ranging from $3.00 to $4.00. No underwriters or brokers were employed in the transaction. The securities were deemed restricted securities for the purposes of the Securities Act. The Company maintains that the issuance of these securities were exempt from registration under the Securities Act, in reliance upon Regulation D promulgated thereunder as transactions by an issuer not involving a public offering.

In September 2004, the Company issued a convertible promissory note to an accredited investor in the principal amount of $500,000 and 500,000 shares of common stock to the principal of the investor. The $500,000 convertible promissory note is due on the second anniversary of its issuance date and is convertible into shares of the Company’s common stock at the option of the holder at a conversion price of $1.00 per share. In connection with the issuance of the convertible note, the Company issued to the holder warrants to purchase 500,000 shares of the Company’s common stock. The warrants have a five year term and an exercise price of $1.00 per share. No underwriters or brokers were employed in the transaction. The securities were deemed restricted securities for the purposes of the Securities Act. The Company maintains that the issuance of these securities were exempt from registration under the Securities Act, in reliance upon Regulation D promulgated thereunder as transactions by an issuer not involving a public offering.

In October 2004, the Company issued convertible promissory notes to eight accredited investors in the aggregate net principal amount of $203,000. The $203,000 of convertible promissory notes are due on the second anniversary of their issuance date and are convertible into shares of the Company’s common stock at the option of each holder at a conversion price of $3.00 per share. No underwriters or brokers were employed in the transaction. The securities were deemed restricted securities for the purposes of the Securities Act. The Company maintains that the issuance of these securities were exempt from registration under the Securities Act, in reliance upon Regulation D promulgated thereunder as transactions by an issuer not involving a public offering.

II-2

In October 2004, the Company issued 133,458 shares of common stock to third-parties, including certain unaccredited investors, in exchange for services valued at $186,704 performed on behalf of the Company. No underwriters or brokers were employed in the transaction. The securities were deemed restricted securities for the purposes of the Securities Act. The Company maintains that the issuance of these securities were exempt from registration under the Securities Act, in reliance upon Regulation D promulgated thereunder as transactions by an issuer not involving a public offering.

In October 2004, the Company issued 2,500 shares of common stock to a director of the Company for service as a director. No underwriters or brokers were employed in the transaction. The securities were deemed restricted securities for the purposes of the Securities Act. The Company maintains that the issuance of these securities were exempt from registration under the Securities Act, in reliance upon Regulation D promulgated thereunder as transactions by an issuer not involving a public offering.

In October 2004, the Company issued 15,000 shares of common stock to several employees, several of which were unaccredited investors, for services provided to the Company. No underwriters or brokers were employed in the transaction. The securities were deemed restricted securities for the purposes of the Securities Act. The Company maintains that the issuance of these securities were exempt from registration under the Securities Act, in reliance upon Regulation D promulgated thereunder as transactions by an issuer not involving a public offering.

In October 2004, the Company issued 15,000 shares of common stock to two investors, one of which was an accredited investor, for an aggregate purchase price of $45,000. No underwriters or brokers were employed in the transaction. The securities were deemed restricted securities for the purposes of the Securities Act. The Company maintains that the issuance of these securities were exempt from registration under the Securities Act, in reliance upon Regulation D promulgated thereunder as transactions by an issuer not involving a public offering.

In November 2004, the Company issued convertible promissory notes to three accredited investors in the aggregate net principal amount of $60,000. The $60,000 of convertible promissory notes are due on the second anniversary of their issuance date and are convertible into shares of the Company’s common stock at the option of each holder at a conversion price of $3.00 per share. No underwriters or brokers were employed in the transaction. The securities were deemed restricted securities for the purposes of the Securities Act. The Company maintains that the issuance of these securities were exempt from registration under the Securities Act, in reliance upon Regulation D promulgated thereunder as transactions by an issuer not involving a public offering.

In November 2004, the Company issued 860,827 shares of common stock to several accredited investors for prices per share ranging from $2.36 to $3.00. No underwriters or brokers were employed in the transaction. The securities were deemed restricted securities for the purposes of the Securities Act. The Company maintains that the issuance of these securities were exempt from registration under the Securities Act, in reliance upon Regulation D promulgated thereunder as transactions by an issuer not involving a public offering.

In November 2004, in connection with the purchase of the Lauderdale Property from Charley Zeches, in her capacity as trustee of Lakes Holding Trust U/A dated July 27, 2001, the Company issued 275,000 shares of common stock to Elizabeth Buntrock, an affiliate of the seller, pursuant to a stock purchase agreement and an amendment to agreement for purchase and sale of the Lauderdale Property at a value of $2.50 per share. No underwriters or brokers were employed in the transaction. The securities were deemed restricted securities for the purposes of the Securities Act. The Company maintains that the issuance of these securities were exempt from registration under the Securities Act, in reliance upon Regulation D promulgated thereunder as transactions by an issuer not involving a public offering.

In November 2004, the Company issued 25,000 shares to AUW, Inc. pursuant to a stock purchase agreement at a value of $2.50 per share. No underwriters or brokers were employed in the transaction. The securities were deemed restricted securities for the purposes of the Securities Act. The Company maintains that the issuance of these securities were exempt from registration under the Securities Act, in reliance upon Regulation D promulgated thereunder as transactions by an issuer not involving a public offering.

II-3

In November 2004, the Company issued 7,500 shares of common stock to third-parties in exchange for services valued at $17,690 performed on behalf of the Company. No underwriters or brokers were employed in the transaction. The securities were deemed restricted securities for the purposes of the Securities Act. The Company maintains that the issuance of these securities were exempt from registration under the Securities Act, in reliance upon Regulation D promulgated thereunder as transactions by an issuer not involving a public offering.

In November 2004, the Company issued convertible promissory notes to four accredited investors in the aggregate net principal amount of $115,000. The $115,000 of convertible promissory notes are due on the second anniversary of their issuance date and are convertible into shares of the Company’s common stock at the option of each holder at a conversion price of $3.00 per share. In connection with the issuance of the convertible promissory notes, the Company issued to the holders warrants to purchase 38,334 shares of the Company’s common stock. The warrants have a two year term and an exercise price of $3.00 per share. No underwriters or brokers were employed in the transaction. The securities were deemed restricted securities for the purposes of the Securities Act. The Company maintains that the issuance of these securities were exempt from registration under the Securities Act, in reliance upon Regulation D promulgated thereunder as transactions by an issuer not involving a public offering.

In December 2004, in connection with an amendment to the agreement for purchase and sale of the Lauderdale Property, the Company issued 37,500 shares of common stock to Elizabeth Buntrock at a value of $2.50 per share. No underwriters or brokers were employed in the transaction. The securities were deemed restricted securities for the purposes of the Securities Act. The Company maintains that the issuance of these securities were exempt from registration under the Securities Act, in reliance upon Regulation D promulgated thereunder as transactions by an issuer not involving a public offering.

In December 2004, in connection with the purchase of the Lauderdale Property, the Company issued a convertible promissory note to Charley Zeches, in her capacity as trustee of Lakes Holding Trust U/A in the amount of $7,000,000. The $7,000,000 convertible promissory note was to be due on December 19, 2006, and was to be convertible into shares of the Company’s common stock at the option of the holder at a conversion price of $2.50 per share. The convertible promissory was paid in full in December 2005.

In December 2004, the Company issued convertible promissory notes to fourteen accredited investors in the aggregate net principal amount of $432,000. The $432,000 of convertible promissory notes are due on the second anniversary of their issuance date and are convertible into shares of the Company’s common stock at the option of each holder at a conversion price of $3.00 per share. In connection with the issuance of the convertible promissory notes, the Company issued to the holders warrants to purchase 144,002 shares of the Company’s common stock. The warrants have a two year term and an exercise price of $3.00 per share. No underwriters or brokers were employed in the transaction. The securities were deemed restricted securities for the purposes of the Securities Act. The Company maintains that the issuance of these securities were exempt from registration under the Securities Act, in reliance upon Regulation D promulgated thereunder as transactions by an issuer not involving a public offering.

In December 2004, the Company issued a convertible promissory note to an accredited investor in the principal amount of $15,000. The $15,000 convertible promissory note is due on the second anniversary of their issuance date and is convertible into shares of the Company’s common stock at the option of the holder at a conversion price of $3.00 per share. No underwriters or brokers were employed in the transaction. The securities were deemed restricted securities for the purposes of the Securities Act. The Company maintains that the issuance of these securities were exempt from registration under the Securities Act, in reliance upon Regulation D promulgated thereunder as transactions by an issuer not involving a public offering.

In December 2004, the Company issued 15,000 shares of common stock to third-parties, including certain unaccredited investors, in exchange for services valued at $3,000 performed on behalf of the Company. No underwriters or brokers were employed in the transaction. The securities were deemed restricted securities for the purposes of the Securities Act. The Company maintains that the issuance of these securities were exempt from registration under the Securities Act, in reliance upon Regulation D promulgated thereunder as transactions by an issuer not involving a public offering.

II-4

In December 2004, the Company issued 70,000 shares of common stock to an accredited investor, No underwriters or brokers were employed in the transaction. The securities were deemed restricted securities for the purposes of the Securities Act. The Company maintains that the issuance of these securities were exempt from registration under the Securities Act, in reliance upon Regulation D promulgated thereunder as transactions by an issuer not involving a public offering.

In December 2004, the Company issued a convertible promissory note to Mitchell Entertainment Company in the principal amount of $3,000,000. The $3,000,000 convertible promissory note is due on December 19, 2006, and is convertible into shares of the Company’s common stock at the option of the holder at a conversion price of $1.50 per share, regardless of any pre-payment of the convertible promissory note. In connection with the issuance of the convertible promissory note, the Company issued to Mitchell Entertainment Company warrants to purchase 2,000,000 shares of the Company’s common stock. The warrants expire on December 31, 2009 and have an exercise price of $2.00 per share. No underwriters or brokers were employed in the transaction. The securities were deemed restricted securities for the purposes of the Securities Act. The Company maintains that the issuance of these securities were exempt from registration under the Securities Act, in reliance upon Regulation D promulgated thereunder as transactions by an issuer not involving a public offering. The convertible promissory note was paid in full in December 2005.

In late 2004, the Company issued 40,000 shares of common stock to a third party in exchange for services valued at $120,000 performed on behalf of the Company. No underwriters or brokers were employed in the transaction. The securities were deemed restricted securities for the purposes of the Securities Act. The Company maintains that the issuance of these securities was exempt from registration under the Securities Act, in reliance upon Regulation D promulgated thereunder as transactions by an issuer not involving a public offering.

In January 2005, the Company issued convertible promissory notes to three accredited investors in the aggregate net principal amount of $150,000. The $150,000 of convertible promissory notes are due on the second anniversary of their issuance date and are convertible into shares of the Company’s common stock at the option of each holder at a conversion price of $3.00 per share. In connection with the issuance of the convertible notes, the Company issued to the holders warrants to purchase 49,999 shares of the Company’s common stock. The warrants have a two year term and an exercise price of $3.00 per share. No underwriters or brokers were employed in the transaction. The securities were deemed restricted securities for the purposes of the Securities Act. The Company maintains that the issuance of these securities was exempt from registration under the Securities Act of 1933, as amended (the “Securities Act"), in reliance upon Regulation D promulgated thereunder as transactions by an issuer not involving a public offering.

In January 2005, the Company issued to an accredited investor warrants to purchase 2,553,575 shares of the Company’s common stock. The warrants have a two year term and an exercise price of $3.00 per share. No underwriters or brokers were employed in the transaction. The securities were deemed restricted securities for the purposes of the Securities Act. The Company maintains that the issuance of these securities was exempt from registration under the Securities Act, in reliance upon Regulation D promulgated thereunder as transactions by an issuer not involving a public offering.

In early 2005, the Company issued 95,540 shares of common stock to several employees, including certain unaccredited investors, for services provided to the Company. No underwriters or brokers were employed in the transaction. The securities were deemed restricted securities for the purposes of the Securities Act. The Company maintains that the issuance of these securities was exempt from registration under the Securities Act, in reliance upon Regulation D promulgated thereunder as transactions by an issuer not involving a public offering.

In February 2005, the Company issued 449,000 shares of common stock to three directors of the Company for service as a director. No underwriters or brokers were employed in the transaction. The securities were deemed restricted securities for the purposes of the Securities Act. The Company maintains that the issuance of these securities was exempt from registration under the Securities Act, in reliance upon Regulation D promulgated thereunder as transactions by an issuer not involving a public offering.

In February 2005, the Company issued 283,245 shares of common stock to several investors, including certain unaccredited investors, in exchange for services valued at $750,592 performed on behalf of the Company. No underwriters or brokers were employed in the transaction. The securities were deemed restricted securities for the purposes of the Securities Act. The Company maintains that the issuance of these securities was exempt from registration under the Securities Act, in reliance upon Regulation D promulgated thereunder as transactions by an issuer not involving a public offering.

II-5

In March 2005, the Company issued convertible promissory notes to two accredited investors in the aggregate net principal amount of $120,000. The $120,000 of convertible promissory notes are due on the second anniversary of their issuance date and are convertible into shares of the Company’s common stock at the option of each holder at a conversion price of $3.00 per share. In connection with the issuance of the convertible notes, the Company issued to the holders warrants to purchase 40,000 shares of the Company’s common stock. The warrants have a two year term and an exercise price of $3.00 per share. No underwriters or brokers were employed in the transaction. The securities were deemed restricted securities for the purposes of the Securities Act. The Company maintains that the issuance of these securities was exempt from registration under the Securities Act, in reliance upon Regulation D promulgated thereunder as transactions by an issuer not involving a public offering.

In April 2005, the Company issued 200,000 shares of common stock to an accredited investor in connection with an agreement between the investor and the Company. No underwriters or brokers were employed in the transaction. The securities were deemed restricted securities for the purposes of the Securities Act. The Company maintains that the issuance of these securities was exempt from registration under the Securities Act, in reliance upon Regulation D promulgated thereunder as transactions by an issuer not involving a public offering.

In April 2005, the Company issued 111,566 shares of common stock to a trust owned by a director of the Company in connection with an agreement. No underwriters or brokers were employed in the transaction. The securities were deemed restricted securities for the purposes of the Securities Act. The Company maintains that the issuance of these securities was exempt from registration under the Securities Act, in reliance upon Regulation D promulgated thereunder as transactions by an issuer not involving a public offering.

In April 2005, 563,575 shares of common stock to four accredited investors as consideration for the Company’s failure to pay principal and/or interest on loans payable to such investors. No underwriters or brokers were employed in the transaction. The securities were deemed restricted securities for the purposes of the Securities Act. The Company maintains that the issuance of these securities was exempt from registration under the Securities Act, in reliance upon Regulation D promulgated thereunder as transactions by an issuer not involving a public offering.

In April 2005, the Company issued a convertible promissory note to an accredited investor in the principal amount of $20,000. The convertible promissory note is due on the second anniversary of its issuance date and is convertible into shares of the Company’s common stock at the option of the holder at a conversion price of $3.00 per share. In connection with the issuance of the convertible note, the Company issued to the holder warrants to purchase 6,667 shares of the Company’s common stock. The warrants have a two year term and an exercise price of $3.00 per share. No underwriters or brokers were employed in the transaction. The securities were deemed restricted securities for the purposes of the Securities Act. The Company maintains that the issuance of these securities was exempt from registration under the Securities Act, in reliance upon Regulation D promulgated thereunder as transactions by an issuer not involving a public offering.

In April 2005, the Company issued to Mitchell Entertainment Company warrants to purchase an aggregate of 150,000 shares of the Company’s common stock in connection with a loan for $245,000 that Mitchell Entertainment Company made to the Company. The warrants expire on the later of five years from the date of issuance or the maturity date of the Mitchell Note and have an exercise price of $1.50 per share. The terms of the warrants are the same as those provided under the warrants issued simultaneously with the Mitchell Note. No underwriters or brokers were employed in the transaction. The securities were deemed restricted securities for the purposes of the Securities Act. The Company maintains that the issuance of these securities was exempt from registration under the Securities Act, in reliance upon Regulation D promulgated thereunder as transactions by an issuer not involving a public offering.

In May 2005, the Company issued 11,667 shares of common stock to two accredited investors in exchange for services valued at $27,534 provided to the Company. No underwriters or brokers were employed in the transaction. The securities were deemed restricted securities for the purposes of the Securities Act. The Company maintains that the issuance of these securities was exempt from registration under the Securities Act, in reliance upon Regulation D promulgated thereunder as transactions by an issuer not involving a public offering.

II-6

In May 2005, the Company issued convertible promissory notes to six accredited investors in the aggregate net principal amount of $275,000. The $275,000 of convertible promissory notes are due on the second anniversary of their issuance date and are convertible into shares of the Company’s common stock at the option of each holder at a conversion price of $3.00 per share. In connection with the issuance of the convertible notes, the Company issued to the holders warrants to purchase 91,667 shares of the Company’s common stock. The warrants have a two year term and an exercise price of $3.00 per share. No underwriters or brokers were employed in the transaction. The securities were deemed restricted securities for the purposes of the Securities Act. The Company maintains that the issuance of these securities was exempt from registration under the Securities Act, in reliance upon Regulation D promulgated thereunder as transactions by an issuer not involving a public offering.

In June 2005, the Company issued 27,750 shares of common stock to two accredited investors in exchange for services valued at $1,970 provided to the Company. No underwriters or brokers were employed in the transaction. The securities were deemed restricted securities for the purposes of the Securities Act. The Company maintains that the issuance of these securities was exempt from registration under the Securities Act, in reliance upon Regulation D promulgated thereunder as transactions by an issuer not involving a public offering.

In June 2005, the Company issued convertible promissory notes to an accredited investor in the aggregate net principal amount of $100,000. The $100,000 convertible promissory note is due on the second anniversary of its issuance date and is convertible into shares of the Company’s common stock at the option of each holder at a conversion price of $3.00 per share. In connection with the issuance of the convertible note, the Company issued to the holder warrants to purchase 33,333 shares of the Company’s common stock. The warrants have a two year term and an exercise price of $3.00 per share. No underwriters or brokers were employed in the transaction. The securities were deemed restricted securities for the purposes of the Securities Act. The Company maintains that the issuance of these securities was exempt from registration under the Securities Act, in reliance upon Regulation D promulgated thereunder as transactions by an issuer not involving a public offering.

In June 2005, the Company issued to two accredited investors warrants to purchase 50,000 shares of the Company’s common stock in exchange for a loan in the amount of $150,000. The warrants have a two year term and an exercise price of $3.00 per share. No underwriters or brokers were employed in the transaction. The securities were deemed restricted securities for the purposes of the Securities Act. The Company maintains that the issuance of these securities was exempt from registration under the Securities Act, in reliance upon Regulation D promulgated thereunder as transactions by an issuer not involving a public offering.

In July 2005, the Company issued to an accredited investor warrants to purchase 250,000 shares of the Company’s common stock in exchange for a loan in the amount of $400,000. The warrants have a five year term and an exercise price of $2.00 per share. No underwriters or brokers were employed in the transaction. The securities were deemed restricted securities for the purposes of the Securities Act. The Company maintains that the issuance of these securities was exempt from registration under the Securities Act, in reliance upon Regulation D promulgated thereunder as transactions by an issuer not involving a public offering.

In July 2005, the Company issued a convertible promissory note to an accredited investor in the aggregate net principal amount of $500,000. The $500,000 convertible promissory note is due on January 1, 2007 and is convertible into shares of the Company’s common stock at the option of the holder at a conversion price of $2.00 per share. In connection with the issuance of the convertible note, the Company issued to the holder warrants to purchase 400,000 shares of the Company’s common stock. The warrants expire on June 30, 2009 and an exercise price of $2.50 per share. No underwriters or brokers were employed in the transaction. The securities were deemed restricted securities for the purposes of the Securities Act. The Company maintains that the issuance of these securities was exempt from registration under the Securities Act, in reliance upon Regulation D promulgated thereunder as transactions by an issuer not involving a public offering.

In August 2005, the Company issued to two accredited investors warrants to purchase 400,000 shares of the Company’s common stock. The warrants have a five year term and an exercise price of $2.00 per share. No underwriters or brokers were employed in the transaction. The securities were deemed restricted securities for the purposes of the Securities Act. The Company maintains that the issuance of these securities was exempt from registration under the Securities Act, in reliance upon Regulation D promulgated thereunder as transactions by an issuer not involving a public offering.

II-7

In August 2005, the Company issued to an accredited investor warrants to purchase 25,000 shares of the Company’s common stock. The warrants have a two year term and an exercise price of $2.00 per share. No underwriters or brokers were employed in the transaction. The securities were deemed restricted securities for the purposes of the Securities Act. The Company maintains that the issuance of these securities was exempt from registration under the Securities Act, in reliance upon Regulation D promulgated thereunder as transactions by an issuer not involving a public offering.

In August 2005, the Company issued to an accredited investor warrants to purchase 10,000 shares of the Company’s common stock. The warrants have a two year term and an exercise price of $3.00 per share. No underwriters or brokers were employed in the transaction. The securities were deemed restricted securities for the purposes of the Securities Act. The Company maintains that the issuance of these securities was exempt from registration under the Securities Act, in reliance upon Regulation D promulgated thereunder as transactions by an issuer not involving a public offering.

In August 2005, the Company issued a convertible promissory note to an accredited investor in the principal amount of $50,000. The $50,000 convertible promissory note is due on the second anniversary of its issuance date and is convertible into shares of the Company’s common stock at the option of the holder at a conversion price of $3.00 per share. In connection with the issuance of the convertible note, the Company issued to the holder warrants to purchase 16,667 shares of the Company’s common stock. The warrants have a two year term and an exercise price of $3.00 per share. No underwriters or brokers were employed in the transaction. The securities were deemed restricted securities for the purposes of the Securities Act. The Company maintains that the issuance of these securities was exempt from registration under the Securities Act, in reliance upon Regulation D promulgated thereunder as transactions by an issuer not involving a public offering.

In August 2005, the Company issued a convertible promissory note to an accredited investor in the principal amount of $50,000. The $50,000 convertible promissory note is due on the second anniversary of its issuance date and is convertible into shares of the Company’s common stock at the option of the holder at a conversion price of $2.00 per share. In connection with the issuance of the convertible notes, the Company issued to the holder warrants to purchase 21,667 shares of the Company’s common stock. The warrants have a two year term and an exercise price of $2.00 per share. No underwriters or brokers were employed in the transaction. The securities were deemed restricted securities for the purposes of the Securities Act. The Company maintains that the issuance of these securities was exempt from registration under the Securities Act, in reliance upon Regulation D promulgated thereunder as transactions by an issuer not involving a public offering.

In August 2005, the Company issued 27,696 shares of common stock to three accredited investors in exchange for services valued at $78,380 performed for the Company. No underwriters or brokers were employed in the transaction. The securities were deemed restricted securities for the purposes of the Securities Act. The Company maintains that the issuance of these securities was exempt from registration under the Securities Act, in reliance upon Regulation D promulgated thereunder as transactions by an issuer not involving a public offering.

In August 2005, the Company issued 405,000 shares of common stock to an accredited investor in exchange for an adjustment to existing debt owed by the Company to the investor. No underwriters or brokers were employed in the transaction. The securities were deemed restricted securities for the purposes of the Securities Act. The Company maintains that the issuance of these securities was exempt from registration under the Securities Act, in reliance upon Regulation D promulgated thereunder as transactions by an issuer not involving a public offering.

In August 2005, the Company issued 15,000 shares of common stock to two directors of the Company for service as a director. No underwriters or brokers were employed in the transaction. The securities were deemed restricted securities for the purposes of the Securities Act. The Company maintains that the issuance of these securities was exempt from registration under the Securities Act, in reliance upon Regulation D promulgated thereunder as transactions by an issuer not involving a public offering.

II-8

In September 2005, the Company issued to an accredited investor warrants to purchase an aggregate of 550,000 shares of common stock in exchange for a loan in the amount of $500,000. Two of the warrants, one to purchase 100,000 shares of common stock and the other to purchase 200,000 shares of common stock, have a one year term and an exercise price of $2.00 and $3.00 per share, respectively. The other two warrants, one to purchase 100,000 shares of common stock and the other to purchase 150,000 shares of common stock, have a two year term and an exercise price of $4.00 and $5.00 per share, respectively. No underwriters or brokers were employed in the transaction. The securities were deemed restricted securities for the purposes of the Securities Act. The Company maintains that the issuance of these securities was exempt from registration under the Securities Act, in reliance upon Regulation D promulgated thereunder as transactions by an issuer not involving a public offering.

In September 2005, the Company issued to an accredited investor warrants to purchase 200,000 shares of common stock in exchange for a loan in the amount of $200,000. The warrants have a two year term and an exercise price of $2.00 per share. No underwriters or brokers were employed in the transaction. The securities were deemed restricted securities for the purposes of the Securities Act. The Company maintains that the issuance of these securities was exempt from registration under the Securities Act, in reliance upon Regulation D promulgated thereunder as transactions by an issuer not involving a public offering.

In September 2005, the Company issued to Mitchell Entertainment Company warrants to purchase an aggregate of 150,000 shares of the Company’s common stock. The warrants expire on the later of five years from the date of issuance or the maturity date of the Mitchell Note and have an exercise price of $1.50 per share. The terms of the warrants are the same as those provided under the warrants issued simultaneously with the Mitchell Note. No underwriters or brokers were employed in the transaction. The securities were deemed restricted securities for the purposes of the Securities Act. The Company maintains that the issuance of these securities was exempt from registration under the Securities Act, in reliance upon Regulation D promulgated thereunder as transactions by an issuer not involving a public offering.

In September 2005, the Company issued to an accredited investor warrants to purchase 150,000 shares of the Company’s common stock in exchange for an advance to the Company of $13,000. The warrants have a five year term and an exercise price of $2.00 per share. No underwriters or brokers were employed in the transaction. The securities were deemed restricted securities for the purposes of the Securities Act. The Company maintains that the issuance of these securities was exempt from registration under the Securities Act, in reliance upon Regulation D promulgated thereunder as transactions by an issuer not involving a public offering.

In September 2005, the Company issued 23,000 shares of common stock to two accredited investors in exchange for services valued at $65,090. No underwriters or brokers were employed in the transaction. The securities were deemed restricted securities for the purposes of the Securities Act. The Company maintains that the issuance of these securities was exempt from registration under the Securities Act, in reliance upon Regulation D promulgated thereunder as transactions by an issuer not involving a public offering.

In October 2005, the Company issued a convertible promissory note to an accredited investor in the principal amount of $30,000. The $30,000 convertible promissory note is due on the second anniversary of its issuance date and is convertible into shares of the Company’s common stock at the option of the holder at a conversion price of $3.00 per share. In connection with the issuance of the convertible notes, the Company issued to the holder warrants to purchase 10,000 shares of the Company’s common stock. The warrant has a two year term and an exercise price of $3.00 per share. No underwriters or brokers were employed in the transaction. The securities were deemed restricted securities for the purposes of the Securities Act. The Company maintains that the issuance of these securities was exempt from registration under the Securities Act, in reliance upon Regulation D promulgated thereunder as transactions by an issuer not involving a public offering.

In November 2005, the Company issued 25,000 shares of common stock to an employee as compensation. The securities were deemed restricted securities for the purposes of the Securities Act. The Company maintains that the issuance of these securities was exempt from registration under the Securities Act, in reliance upon Regulation D promulgated thereunder as transactions by an issuer not involving a public offering.

In November 2005, the Company issued 115,000 shares of common stock to three accredited investors in exchange for services valued at $155,250 performed for the Company. No underwriters or brokers were employed in the transaction. The securities were deemed restricted securities for the purposes of the Securities Act. The Company maintains that the issuance of these securities was exempt from registration under the Securities Act, in reliance upon Regulation D promulgated thereunder as transactions by an issuer not involving a public offering.

II-9

In November 2005, the Company issued 301,096 shares of common stock to four accredited investors as consideration relating to outstanding debt of the Company held by the investors. No underwriters or brokers were employed in the transaction. The securities were deemed restricted securities for the purposes of the Securities Act. The Company maintains that the issuance of these securities was exempt from registration under the Securities Act, in reliance upon Regulation D promulgated thereunder as transactions by an issuer not involving a public offering.

In December 2005, the Company issued warrants to purchase 30,000 shares of the Company’s common stock to an accredited investor. The warrant has a two year term and an exercise price of $2.00 per share. No underwriters or brokers were employed in the transaction. The securities were deemed restricted securities for the purposes of the Securities Act. The Company maintains that the issuance of these securities was exempt from registration under the Securities Act, in reliance upon Regulation D promulgated thereunder as transactions by an issuer not involving a public offering. In addition, in December 2005, the Company issued to two accredited investors warrants to purchase 500,000 shares of the Company’s common stock. The warrants have a five year term and an exercise price of $2.00 per share. No underwriters or brokers were employed in the transaction. The securities were deemed restricted securities for the purposes of the Securities Act. The Company maintains that the issuance of these securities was exempt from registration under the Securities Act, in reliance upon Regulation D promulgated thereunder as transactions by an issuer not involving a public offering.

In January 2006, the Company issued 5,711 shares of common stock to an accredited investor as payment of interest on outstanding debt in lieu of a cash payment of $11,422. No underwriters or brokers were employed in the transaction. The securities were deemed restricted securities for the purposes of the Securities Act. The Company maintains that the issuance of these securities were exempt from registration under the Securities Act, in reliance upon Regulation D promulgated thereunder as transactions by an issuer not involving a public offering.

In February 2006, the Company issued 135,419 shares of common stock to four accredited investors in exchange for services valued at $209,899 performed on behalf of the Company. No underwriters or brokers were employed in the transaction. The securities were deemed restricted securities for the purposes of the Securities Act. The Company maintains that the issuance of these securities were exempt from registration under the Securities Act, in reliance upon Regulation D promulgated thereunder as transactions by an issuer not involving a public offering.

In February 2006, the Company issued 5,000 shares of common stock to two directors of the Company, as compensation in the amount of $7,750, for their service on the board. No underwriters or brokers were employed in the transaction. The securities were deemed restricted securities for the purposes of the Securities Act. The Company maintains that the issuance of these securities were exempt from registration under the Securities Act, in reliance upon Regulation D promulgated thereunder as transactions by an issuer not involving a public offering.

In March 2006, the Company issued convertible promissory notes to six accredited investors in the aggregate net principal amount of $210,000. The $210,000 of convertible promissory notes are due on the second anniversary of their issuance date and are convertible into shares of the Company’s common stock at the option of each holder at a conversion price of $2.50. In connection with the issuance of the convertible promissory notes, the Company issued to the holders warrants to purchase 84,000 shares of the Company’s common stock. The warrants have a two year term and an exercise price of $2.50 per share. No underwriters or brokers were employed in the transaction. The securities were deemed restricted securities for the purposes of the Securities Act. The Company maintains that the issuance of these securities were exempt from registration under the Securities Act, in reliance upon Regulation D promulgated thereunder as transactions by an issuer not involving a public offering.

In March 2006, the Company issued a convertible promissory note to an accredited investor in the principal amount of $300,000. The $300,000 convertible promissory note is due on the second anniversary of its issuance date and is convertible into shares of the Company’s common stock at the option of the holder at a conversion price of $3.00. In connection with the issuance of the convertible promissory note, the Company issued to the holder warrants to purchase 100,000 shares of the Company’s common stock. The warrants have a two year term and an exercise price of $3.00 per share. No underwriters or brokers were employed in the transaction. The securities were deemed restricted securities for the purposes of the Securities Act. The Company maintains that the issuance of these securities were exempt from registration under the Securities Act, in reliance upon Regulation D promulgated thereunder as transactions by an issuer not involving a public offering.

II-10

In March 2006, issued to Sinclair Television Group, Inc. 600,000 shares of common stock pursuant to a letter agreement with the Company. In connection with the letter agreement, the Company issued to Sinclair Television Group, Inc. warrants to purchase 350,000 shares of the Company’s common stock. The warrants expire the earlier of (a) ten years from the date issuance or (b) the termination of the charter affiliate agreement between the parties. The warrants have an exercise price of $2.25 per share. No underwriters or brokers were employed in the transaction. The securities were deemed restricted securities for the purposes of the Securities Act. The Company maintains that the issuance of these securities were exempt from registration under the Securities Act, in reliance upon Regulation D promulgated thereunder as transactions by an issuer not involving a public offering.

In March 2006, the Company issued to Tribune Broadcasting Company 500,000 shares of common stock pursuant to a letter agreement with the Company. In connection with the letter agreement, the Company issued to Tribune Broadcasting Company warrants to purchase 1,000,000 shares of the Company’s common stock. The warrants expire the earlier of (a) ten years from the date issuance or (b) the termination of the charter affiliation agreement between the parties. The warrants have an exercise price of $2.25 per share. No underwriters or brokers were employed in the transaction. The securities were deemed restricted securities for the purposes of the Securities Act. The Company maintains that the issuance of these securities were exempt from registration under the Securities Act, in reliance upon Regulation D promulgated thereunder as transactions by an issuer not involving a public offering.

In April 2006, the Company issued convertible promissory notes to eleven accredited investors in the aggregate net principal amount $2,450,000 in connection with a private placement. Pursuant to the terms of the $2,450,000 of convertible promissory notes, the Company is required to make equal monthly payments of principal commencing on November 21, 2006 and continuing until the aggregate principal amount has been paid in full. The convertible promissory notes are convertible into shares of the Company’s common stock at the option of the holder at a conversion price of $2.25 per share. In connection with the issuance of the convertible promissory notes, the Company issued to the holders warrants to purchase 1,088,889 shares of the Company’s common stock. The warrants have a five year term and an exercise price of $2.25 per share. Palladium Capital Advisors LLC acted as the placement agent receiving commission of $68,000. The securities were deemed restricted securities for the purposes of the Securities Act. The Company maintains that the issuance of these securities were exempt from registration under the Securities Act, in reliance upon Regulation D promulgated thereunder as transactions by an issuer not involving a public offering.

In June 2006, the Company issued 18,420 shares of common stock to an accredited investor as payment of interest on outstanding debt in lieu of a cash payment of $41,445. No underwriters or brokers were employed in the transaction. The securities were deemed restricted securities for the purposes of the Securities Act. The Company maintains that the issuance of these securities were exempt from registration under the Securities Act, in reliance upon Regulation D promulgated thereunder as transactions by an issuer not involving a public offering.

In June 2006, the Company entered into two settlement agreements pursuant to which the Company agreed to issue 50,000 shares of common stock to two individuals who are accredited investors. No underwriters or brokers were employed in the transaction. The securities were deemed restricted securities for the purposes of the Securities Act. The Company maintains that the issuance of these securities were exempt from registration under the Securities Act, in reliance upon Regulation D promulgated thereunder as transactions by an issuer not involving a public offering.

In June 2006, the to Tribune Broadcasting Company 2,039,959 shares of common stock pursuant to a letter agreement with the Company. No underwriters or brokers were employed in the transaction. The securities were deemed restricted securities for the purposes of the Securities Act. The Company maintains that the issuance of these securities were exempt from registration under the Securities Act, in reliance upon Regulation D promulgated thereunder as transactions by an issuer not involving a public offering.

II-11

In July 2006, the Board of Directors of the Company awarded to three directors an aggregate of 3,500,000 shares of common stock for service as a director. No underwriters or brokers were employed in the transaction. The securities were deemed restricted securities for the purposes of the Securities Act. The Company maintains that the issuance of these securities were exempt from registration under the Securities Act, in reliance upon Regulation D promulgated thereunder as transactions by an issuer not involving a public offering.

In July 2006, the Board of Directors of the Company approved the issuance of 200,000 shares of restricted common stock to a consultant to the Company, who is an accredited investor, as payment for services rendered to the Company. No underwriters or brokers were employed in the transaction. The securities were deemed restricted securities for the purposes of the Securities Act. The Company maintains that the issuance of these securities were exempt from registration under the Securities Act, in reliance upon Regulation D promulgated thereunder as transactions by an issuer not involving a public offering.

The Company maintains that the above issuances of securities were exempt from registration under the Securities Act in reliance upon Section 4(2) of the Securities Act and/or Regulation D promulgated thereunder as transactions by an issuer not involving a public offering. No underwriters were employed in the transactions. The securities will be deemed restricted securities for purposes of the Securities Act.

Item 27. Exhibits

The warranties, representations and covenants contained in the agreements listed below as exhibits should not be relied upon by buyers, sellers or holders of our securities and are not intended as warranties, representations or covenants to any individual or entity except as specifically set forth in the agreements.

Exhibit		Description

2.1		Share Exchange Agreement, dated March 15, 2004, between the shareholders of Pyramid Music Corp., Pyramid Music Corp. and Lexington Barron Technologies, Inc. (Incorporated by reference to the Registrants Form 8-K filed April 16, 2004, as amended)

2.2		Agreement and Plan of Merger, dated as of September 30, 2004, by and between AGU Entertainment Corp., a Colorado corporation, and AGU Entertainment Corp., a Delaware corporation (incorporated herein by reference to the Registrant’s Form 10-QSB filed November 12, 2004)

3.1		Amended and Restated Certificate of Incorporation of The Tube Media Corp., a Delaware corporation (incorporated herein by reference to the Registrant’s Form 8-K filed March 2, 2006)

3.2		Amended and Restated Bylaws of The Tube Media Corp., a Delaware corporation (incorporated herein by reference to the Registrant’s Form 8-K filed July 14, 2006)

3.3		Specimen certificate of the common stock of The Tube Media Corp.

4.1		Convertible Promissory Note dated September 13, 2004, made by AGU Entertainment Corp. in favor of Galt Financial Corp. (incorporated herein by reference to the Registrant’s Form 8-K filed September 20, 2004)

4.2		Warrant to subscribe for 500,000 shares of common stock of AGU Entertainment Corp. issued to Galt Financial Corporation (incorporated herein by reference to the Registrant’s Form 8-K filed September 20, 2004)

4.3		Secured Convertible Term Note issued by AGU Entertainment Corp., The Tube Music Network, Inc., and Pyramid Records International, Inc. to Mitchell Entertainment Company (incorporated herein by reference to the Registrant’s Form 8-K filed December 29, 2004)

II-12

Exhibit		Description

4.4		Common Stock Purchase Warrant of AGU Entertainment Corp. issued to Mitchell Entertainment Company (incorporated herein by reference to the Registrant’s Form 8-K filed December 29, 2004)

4.5		Promissory Note issued by AGU Entertainment Corp. to Charley Zeches, in her capacity as trustee of Lakes Holding Trust U/A (incorporated herein by reference to the Registrant’s Form 8-K filed December 29, 2004)

4.6		Promissory Note, dated March 31, 2006, issued by The Tube Media Corp. in the aggregate principal amount of $800,000 to Michael H. Brauser (incorporated herein by reference to the Registrant’s Form 8-K filed April 5, 2006)

4.7		Promissory Note, dated March 31, 2006, issued by The Tube Media Corp. in the aggregate principal amount of $800,000 to Barry Honig (incorporated herein by reference to the Registrant’s Form 8-K filed April 5, 2006)

4.8		Form of 7% Secured Convertible Note, dated April 21, 2006, issued by The Tube Media Corp. (incorporated herein by reference to the Registrant’s Form 8-K filed April 26, 2006)

4.9		Form of Common Stock Purchase Warrant, dated April 21, 2006, issued by The Tube Media Corp. (incorporated herein by reference to the Registrant’s Form 8-K filed April 26, 2006)

5.1		Opinion of Blank Rome LLP*

10.1		Employment agreement of David Levy, dated as of April 1, 2004. (incorporated herein by reference to the Registrant’s Form 8-K filed April 16, 2004, as amended)

10.2		Employment agreement of Allen Jacobi, dated as of April 1, 2004. (incorporated herein by reference to the Registrant’s Form 8-K filed April 16, 2004, as amended)

10.3		Assignment and Assumption Agreement, dated as of March 3, 2004, among Pyramid Media Group, Inc., Allen Jacobi and Pyramid Records International, Inc. (incorporated herein by reference to the Registrant’s Form 8-K filed April 16, 2004, as amended)

10.4		Amendment to Assignment and Assumption Agreement, dated March 8, 2004, by and among Pyramid Media Group, Inc., Allen Jacobi and Pyramid Records International, Inc. (incorporated herein by reference to the Registrant’s Form 8-K filed April 16, 2004, as amended)

10.5		Corporate Guaranty, dated March 5, 2004. (incorporated herein by reference to the Registrant’s Form 8-K filed April 16, 2004, as amended)

10.6		Employment Agreement of Les Garland, dated July 2003 (incorporated herein by reference to the Registrant’s Form 8-K filed April 16, 2004, as amended)

10.7		Agreement with GSMB regarding marketing and promotional expenditure commitment (incorporated herein by reference to the Registrant’s Form 10-QSB filed August 20, 2004)

10.8		Trust Agreement in connection with the marketing and promotional expenditure commitment (incorporated herein by reference to the Registrant’s Form 10-QSB filed August 20, 2004)

10.9		Agreement with Radical Media, Inc. (incorporated herein by reference to the Registrant’s Form 10-QSB filed August 20, 2004)

II-13

Exhibit		Description

10.10		Agreement for Purchase and Sale, dated, dated as of September 10, 2004, by and between AGU Entertainment Corp. and Charley Zeches, in her capacity as trustee of Lakes Holding Trust U/A dated July 27, 2001 (incorporated herein by reference to the Registrant’s Form 8-K filed September 20, 2004)

10.11		Consulting Agreement, dated as of September 13, 2004, by and between AGU Entertainment Corp. and Kevin Waltzer (incorporated herein by reference to the Registrant’s Form 8-K filed September 20, 2004)

10.12		Employment Agreement dated as of November 1, 2004 between AGU Entertainment Corp. and John W. Poling (incorporated herein by reference to the Registrant’s Form 8-K filed November 9, 2004)

10.13		Stock Purchase Agreement between AGU Entertainment Corp. and AUW, Inc. (incorporated herein by reference to the Registrant’s Form 10-QSB filed November 12, 2004)

10.14		2004 Stock Option and Stock Incentive Plan (incorporated herein by reference to the Registrant’s Form 10-QSB filed November 12, 2004)

10.15		Amendment to Agreement for Purchase and Sale, dated, dated as of September 10, 2004, by and between AGU Entertainment Corp. and Charley Zeches, in her capacity as trustee of Lakes Holding Trust U/A dated July 27, 2001 (incorporated herein by reference to the Registrant’s Form 10- QSB filed November 12, 2004)

10.16		Securities Purchase Agreement, effective as of December 20, 2004, by and among AGU Entertainment Corp., The Tube Music Network, Inc. and Pyramid Records International, Inc. and Mitchell Entertainment Company (incorporated herein by reference to the Registrant’s Form 8-K filed December 29, 2004)

10.17		Mortgage Deed and Security Agreement, effective as of December 20, 2004, by and between AGU Entertainment Corp. and Mitchell Entertainment Company (incorporated herein by reference to the Registrant’s Form 8-K filed December 29, 2004)

10.18		Master Security Agreement, effective as of December 20, 2004, by and among AGU Entertainment Corp., The Tube Music Network, Inc. and Pyramid Records International, Inc. and Mitchell Entertainment Company (incorporated herein by reference to the Registrant’s Form 8-K filed December 29, 2004)

10.19		Assignment of Rents, Leases and Deposits, effective as of December 20, 2004, by and between AGU Entertainment Corp. and Mitchell Entertainment Company (incorporated herein by reference to the Registrant’s Form 8-K filed December 29, 2004)

10.20		Subordination Agreement, effective as of December 20, 2004, by and between Charley Zeches, in her capacity as trustee of Lakes Holding Trust, and Mitchell Entertainment Company, as agreed to, accepted and acknowledged by AGU Entertainment Corp. (incorporated herein by reference to the Registrant’s Form 8-K filed December 29, 2004)

10.21		Registration Rights Agreement, effective as of December 20, 2004, by and between AGU Entertainment Corp. and Mitchell Entertainment Company (incorporated herein by reference to the Registrant’s Form 8-K filed December 29, 2004)

II-14

Exhibit		Description

10.22		Environmental Indemnity Agreement, effective as of December 20, 2004, by and among AGU Entertainment Corp., The Tube Music Network, Inc. and Pyramid Records International, Inc. and Mitchell Entertainment Company (incorporated herein by reference to the Registrant’s Form 8-K filed December 29, 2004)

10.23		Mortgage Deed and Security Agreement, effective as of December 20, 2004, by and between AGU Entertainment Corp. and Charley Zeches, in her capacity as Trustee of Lakes Holding Trust U/A (incorporated herein by reference to the Registrant’s Form 8-K filed December 29, 2004)

10.24		Assignment of Rents, Leases and Deposits, effective as of December 20, 2004, by and between AGU Entertainment Corp. and Charley Zeches, in her capacity as Trustee of Lakes Holding Trust U/A (incorporated herein by reference to the Registrant’s Form 8-K filed December 29, 2004)

10.25		Amendment No. 2 to Agreement for Purchase and Sale, dated as of November 30, 2004, by and between AGU Entertainment Corp. and Charley Zeches, in her capacity as Trustee of Lakes Holding Trust U/A (incorporated herein by reference to the Registrant’s Form 8-K filed December 29, 2004)

10.26		Letter Agreement regarding $145,000 Protective Advance, dated April 14, 2005 (incorporated herein by reference to the Registrant’s Form 8-K filed April 20, 2005)

10.27		Letter, dated April 22, 2005 (incorporated herein by reference to the Registrant’s Form 8-K/A filed April 28, 2005)

10.28		Settlement and Mutual Release Agreement, effective April 15, 2005 (incorporated herein by reference to the Registrant’s Form 8-K/A filed May 11, 1005)

10.29		Mitchell Letter Agreement, dated as of April 29, 2005 (incorporated herein by reference to the Registrant’s Form 8-K filed May 20, 2005)

10.30		Solomon Letter Agreement, effective May 18, 2005 (incorporated herein by reference to the Registrant’s Form 8-K filed May 20, 2005)

10.31		Technical Services Agreement, dated as of December 1, 2004, by and between The Tube Music Network, Inc. and Skyport Services, Inc. (incorporated herein by reference to the Registrant’s Form 8-K/A filed May 23, 2005)

10.32		Charter Affiliate Affiliation Agreement, dated as of April 15, 2005, by and between The Tube Music Network, Inc. and Raycom Media, Inc. (incorporated herein by reference to the Registrant’s Form 8-K filed May 20, 2005)

10.33		Confidential Settlement Agreement and Mutual Release, dated June 21, 2005 (incorporated herein by reference to the Registrant’s Form 8-K/A filed July 8, 2005)

10.34		Loan Agreement, dated July 25, 2005, among Robert Jaffee and AGU Entertainment Corp., Les Garland, David C. Levy, Victoria Levy, Marc Gelberg, Greg Catinella and John W. Poling (incorporated herein by reference to the Registrant’s Form 8-K filed August 2, 2005)

10.35		$500,000 Promissory Note issued by AGU Entertainment Corp. to Robert Jaffee (incorporated herein by reference to the Registrant’s Form 8-K filed August 2, 2005)

II-15

Exhibit		Description

10.36		Warrant to purchase up to 400,000 shares of common stock of AGU Entertainment Corp. issued to Robert Jaffee (incorporated herein by reference to the Registrant’s Form 8-K filed August 2, 2005)

10.37		Letter Agreement, dated August 11, 2005, by and between AGU Entertainment Corp. and Mitchell Entertainment Company regarding extension of maturity date (incorporated herein by reference to the Registrant’s Form 10-QSB filed August 19, 2005)

10.38		Letter Agreement, dated August 17, 2005, by and between AGU Entertainment Corp. and Mitchell Entertainment Company regarding extension of due date for filing of registration statement (incorporated herein by reference to the Registrant’s Form 10-QSB filed August 19, 2005)

10.39		Agreement for Purchase and Sale, dated as of August 29, 2005, by and between AGU Entertainment Corp. and Tarragon South Development Corp. (includes side letter) (incorporated herein by reference to the Registrant’s Form 8-K filed November 11, 2005)

10.40		Consulting Agreement, dated as of August 31, 2005, by and between AGU Entertainment Corp. and DKK-RK Enterprises, Inc. (incorporated herein by reference to the Registrant’s Form 8-K filed September 8, 2005)

10.41		Letter Agreement, dated September 2, 2005, by and between AGU Entertainment Corp., The Tube Music Network, Inc. and AGU Music Inc. and Robert Alan Kast (incorporated herein by reference to the Registrant’s Form 8-K filed September 8, 2005)

10.42		$500,000 Promissory Note, dated August 31, 2005, issued to Robert Alan Kast by AGU Entertainment Corp. (incorporated herein by reference to the Registrant’s Form 8-K filed September 8, 2005)

10.43		$200,000 Promissory Note, dated August 31, 2005, issued to Daniel K. Kast and Lenore S. Kast by AGU Entertainment Corp. (incorporated herein by reference to the Registrant’s Form 8-K filed September 8, 2005)

10.44		Warrant to subscribe for 100,000 shares of common stock of AGU Entertainment Corp. issued to Robert Alan Kast (incorporated herein by reference to the Registrant’s Form 8-K filed September 8, 2005)

10.45		Warrant to subscribe for 200,000 shares of common stock of AGU Entertainment Corp. issued to Robert Alan Kast (incorporated herein by reference to the Registrant’s Form 8-K filed September 8, 2005)

10.46		Warrant to subscribe for 100,000 shares of common stock of AGU Entertainment Corp. issued Robert Alan Kast (incorporated herein by reference to the Registrant’s Form 8-K filed September 8, 2005)

10.47		Warrant to subscribe for 150,000 shares of common stock of AGU Entertainment Corp. issued to Robert Alan Kast (incorporated herein by reference to the Registrant’s Form 8-K filed September 8, 2005)

10.48		Warrant to subscribe for 200,000 shares of common stock of AGU Entertainment Corp. issued to Robert Alan Kast (incorporated herein by reference to the Registrant’s Form 8-K filed September 8, 2005)

II-16

Exhibit		Description

10.49		Promissory Note dated October 21, 2005, issued by AGU Entertainment Corp. to Tarragon South Development Corp. (incorporated herein by reference to the Registrant’s Form 8-K filed October 27, 2005)

10.50		Third Mortgage Deed and Security Agreement, dated as of October 21, 2005, by and among AGU Entertainment Corp. and Tarragon South Development Corp. (incorporated herein by reference to the Registrant’s Form 8-K filed October 27, 2005)

10.51		Subordination Agreement dated as of October 21, 2005, by and among Charley Zeches, in her capacity as trustee of Lakes Holding Trust, Mitchell Entertainment Company, Tarragon South Development Corp., as agreed to, accepted and acknowledged by AGU Entertainment Corp. (incorporated herein by reference to the Registrant’s Form 8-K filed October 27, 2005)

10.52		Tri-Party Developer’s Agreement, dated as of October 21, 2005, by and among the City of Lauderdale Lakes, AGU Entertainment Corp. and Tarragon South Development Corp. (incorporated herein by reference to the Registrant’s Form 8-K filed October 27, 2005)

10.53		Promissory Note, dated October 31, 2005, issued by AGU Entertainment Corp. to Charley Zeches, in her capacity as trustee of Lakes Holding Trust U/A (incorporated herein by reference to the Registrant’s Form 8-K filed October 27, 2005)

10.54		Receipt for Future Advance and Mortgage Modification Agreement, dated as of October 21, 2005, by and between AGU Entertainment Corp. and Charley Zeches, in her capacity as trustee of Lakes Holding Trust U/A (incorporated herein by reference to the Registrant’s Form 8-K filed October 27, 2005)

10.55		Easement Search Letter, dated October 21, 2005 (incorporated herein by reference to the Registrant’s Form 8-K filed October 27, 2005)

10.56		Notice of Limitation on Mortgage Future Advance by AGU Entertainment Corp. relating to mortgage in favor of Mitchell Entertainment Corp. (incorporated herein by reference to the Registrant’s Form 8-K filed October 27, 2005)

10.57		First Amendment to Agreement for Purchase and Sale, dated as of November 1, 2005, by and between AGU Entertainment Corp. and Tarragon South Development Corp. (incorporated herein by reference to the Registrant’s Form 10-QSB filed December 9, 2005)

10.58		Second Amendment to Agreement for Purchase and Sale, dated as of December 2, 2005, by and between AGU Entertainment Corp. and Tarragon South Development Corp. (incorporated herein by reference to the Registrant’s Form 10-QSB filed December 9, 2005)

10.59		Amendment No. 3 to Agreement for Purchase and Sale, dated as of December 2, 2005, by and between Charley Zeches, in her capacity as trustee of Lakes Holding Trust U/A and AGU Entertainment Corp. (incorporated herein by reference to the Registrant’s Form 10-QSB filed December 9, 2005)

10.60		Amendment to Employment Agreement dated as of March 6, 2006, by and between The Tube Media Corp. and Les Garland (incorporated herein by reference to the registrant’s Form 8-K filed March 10, 2006).

II-17

Exhibit		Description

10.61		Charter Affiliation Agreement, dated as of March 6, 2006, by and between The Tube Media Corp., The Tube Music Network, Inc. and Tribune Broadcasting Company (incorporated herein by reference to the registrant’s Form 8-K filed March 10, 2006.)

10.62		Letter Agreement, dated March 6, 2006, by and among The Tube Media Corp., The Tube Music Network, Inc. and Tribune Broadcasting Company. (This agreement has been redacted pursuant to a confidential treatment request filed with the Securities and Exchange Commission on the date hereof.) (incorporated herein by reference to the registrant’s Form 8-K filed March 10, 2006)

10.63		Securities Issuance Agreement, dated March 6, 2006, by and between The Tube Media Corp. and Tribune Broadcasting Company. (This agreement has been redacted pursuant to a confidential treatment request filed with the Securities and Exchange Commission on the date hereof.) (incorporated herein by reference to the registrant’s Form 8-K filed March 10, 2006)

10.64		Registration Rights Agreement, dated as of March 6, 2006, by and between The Tube Media Corp. and Tribune Broadcasting Company (incorporated herein by reference to the registrant’s Form 8-K filed March 10, 2006.).

10.65		Common stock Purchase Warrant of The Tube Media Corp. issued to Tribune Broadcasting Company. (This agreement has been redacted pursuant to a confidential treatment request filed with the Securities and Exchange Commission on the date hereof.) (incorporated herein by reference to the registrant’s Form 8-K filed March 10, 2006)

10.66		Affiliation Agreement, dated as of March 22, 2006, by and between The Tube Media Corp., The Tube Music Network, Inc. and Sinclair Television Group, Inc. (incorporated herein by reference to the registrant’s Form 8-K filed March 28, 2006.)

10.67		Letter Agreement, dated March 22, 2006, by and among The Tube Media Corp., The Tube Music Network, Inc. and Sinclair Television Group, Inc. (This agreement has been redacted pursuant to a confidential treatment request filed with the Securities and Exchange Commission on the date hereof.) (incorporated herein by reference to the registrant’s Form 8-K filed March 28, 2006)

10.68		Securities Purchase Agreement, dated March 22, 2006, by and between The Tube Media Corp. and Sinclair Television Group, Inc. (This agreement has been redacted pursuant to a confidential treatment request filed with the Securities and Exchange Commission on the date hereof.) (incorporated herein by reference to the registrant’s Form 8-K filed March 28, 2006)

10.69		Common stock Purchase Warrant of The Tube Media Corp. issued to Sinclair Television Group, Inc. (This agreement has been redacted pursuant to a confidential treatment request filed with the Securities and Exchange Commission on the date hereof.) (incorporated herein by reference to the registrant’s Form 8-K filed March 28, 2006)

10.70		Subscription Agreement dated as of March 31, 2006, by and between The Tube Media Corp. and Michael H. Brauser (incorporated herein by reference to the Registrant’s Form 8-K filed April 5, 2006).

10.71		Subscription Agreement dated as of March 31, 2006, by and between The Tube Media Corp. and Barry Honig (incorporated herein by reference to the Registrant’s Form 8-K filed April 5, 2006).

10.72		Amendment to Employment Agreement, dated as of December 29, 2005 by and between The Tube Media Corp. and John W. Poling (incorporated herein by reference to the Registrant’s Form 8-K filed April 3, 2006).

II-18

Exhibit		Description

10.73		Settlement and Mutual Release Agreement effective January 16, 2006 (incorporated herein by reference to the Registrant’s Form 8-K filed April 13, 2006).

10.74		Guaranty Agreement by David Levy, dated as of January 16, 2006 (incorporated herein by reference to the Registrant’s Form 8-K filed April 13, 2006).

10.75		Guaranty Agreement by Donna Levy, dated as of January 16, 2006 (incorporated herein by reference to the Registrant’s Form 8-K filed April 13, 2006).

10.76		Letter Agreement, dated April 11, 2006, with Robert Alan Kast relating to $225,000 Promissory Note (incorporated herein by reference to the Registrant’s Form 8-K filed April 13, 2006).

10.77		Letter Agreement, dated April 11, 2006, with Robert Alan Kast relating to $150,000 Promissory Note (incorporated herein by reference to the Registrant’s Form 8-K filed April 13, 2006).

10.78		Form of Purchase Agreement, dated as of April 21, 2006, by and between The Tube Media Corp. and the investors listed on the signature pages thereto. incorporated herein by reference to the Registrant’s Form 8-K filed April 26, 2006)

10.79		Form of Registration Rights Agreement, dated as of April 21, 2006, by and between The Tube Media Corp. and the investors listed on the signature pages thereto. (incorporated herein by reference to the Registrant’s Form 8-K filed April 26, 2006)

10.80		Form of Pledge and Security Agreement, dated April 21, 2006, made by David Levy in favor of Nite Capital, L.P. and acknowledged by The Tube Media Corp. (incorporated herein by reference to the Registrant’s Form 8-K filed April 26, 2006)

10.81		Services Agreement dated as of July 13, 2005 by and between The Tube Music Network, Inc. and Crawford Communications, Inc. (incorporated herein by reference to the Registrant’s Form 10-KSB filed May 11, 2006).

10.82		First Amendment to Agreement by and between The Tube Music Network, Inc. and Crawford Communications, Inc. dated May 25, 2006 (incorporated herein by reference to the Registrant’s Form 8-K filed on June 19, 2006).

10.83		Settlement Agreement by and amongst George Nauful and The Tube Media Corp. dated as of June 19, 2006.*

10.84		Settlement Agreement by and amongst Ralph Tashjian and The Tube Media Corp. dated as of June 19, 2006.*

21.1		List of Subsidiaries (incorporated herein by reference to the Registrant’s Form 10-KSB filed March 31, 2005)

23.1		Consent of Weinberg & Company, P.A.*

23.2		Consent of Blank Rome LLP (included in Exhibit 5.1)*

24.1		Power of Attorney (included on signature page)*

*Filed herewith.

II-19

Item 28. Undertakings.

The undersigned registrant hereby undertakes:

(2) To file, during any period in which it offers or sells securities, a post-effective amendment to this registration statement to:

(i) Include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 ( the “Act”);

(ii) Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) Include any additional or changed material information on the plan of distribution.

(3) For determining liability under the Securities Act, treat each post-effective amendment as a new registration statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering.

(4) File a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the small business issuer pursuant to the foregoing provisions, or otherwise, the small business issuer has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the small business issuer of expenses incurred or paid by a director, officer or controlling person of the small business issuer in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the small business issuer will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted form the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective by the Securities and Exchange Commission.

(2) For purposes of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-20

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form SB-2 and authorized this Registration Statement to be signed on its behalf by the undersigned in the City of Lauderdale Lakes, State of Florida, on August 4, 2006.


	THE TUBE MEDIA CORP.

		/c/ Celestine F. Spoden
		Name: Celestine F. Spoden
		Title: Chief Financial Officer

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of John W. Poling and Celestine F. Spoden his true and lawful attorney-in-fact and agent, each acting alone, with full power of substitution and resubstitution. For him and in his name, place and stead, in any and all capacities, to sign any or all amendments to this registration statement, including post-effective amendments, as well as any related registration statement (or amendment thereto) filed pursuant to Rule 462 promulgated under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, and hereby ratifies and confirms all that said attorneys-in-fact and agents or any of them or their substitute or substitutes may lawfully do or cause to be done by virtue thereof.

This power of attorney may be executed in multiple counterparts, each of which shall be deemed an original, but which taken together shall constitute one instrument.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on August 4, 2006.

Signature		Title


/s/David C. Levy		Director
David C. Levy


/s/John W. Poling		Director
John W. Poling


/s/Gregory Catinella		Director
Gregory Catinella


/s/Les Garland		Director
Les Garland


/s/Michael Brauser		Director
Michael Brauser


/s/Shane E. Coppola		Director
Shane E. Coppola


/s/D. Patrick LaPlatney		Director and Chief Executive Officer
D. Patrick LaPlatney		(Principal Executive Officer)


/s/Celestine F. Spoden		Chief Financial Officer
Celestine F. Spoden		(Principal Financial and Accounting Officer)

II-21

EXHIBIT INDEX

Exhibit		Description

2.1		Share Exchange Agreement, dated March 15, 2004, between the shareholders of Pyramid Music Corp., Pyramid Music Corp. and Lexington Barron Technologies, Inc. (Incorporated by reference to the Registrants Form 8-K filed April 16, 2004, as amended)

2.2		Agreement and Plan of Merger, dated as of September 30, 2004, by and between AGU Entertainment Corp., a Colorado corporation, and AGU Entertainment Corp., a Delaware corporation (incorporated herein by reference to the Registrant’s Form 10-QSB filed November 12, 2004)

3.1		Amended and Restated Certificate of Incorporation of The Tube Media Corp., a Delaware corporation (incorporated herein by reference to the Registrant’s Form 8-K filed March 2, 2006)

3.2		Amended and Restated Bylaws of The Tube Media Corp., a Delaware corporation (incorporated herein by reference to the Registrant’s Form 8-K filed July 14, 2006)

3.3		Specimen certificate of the common stock of The Tube Media Corp.

4.1		Convertible Promissory Note dated September 13, 2004, made by AGU Entertainment Corp. in favor of Galt Financial Corp. (incorporated herein by reference to the Registrant’s Form 8-K filed September 20, 2004)

4.2		Warrant to subscribe for 500,000 shares of common stock of AGU Entertainment Corp. issued to Galt Financial Corporation (incorporated herein by reference to the Registrant’s Form 8-K filed September 20, 2004)

4.3		Secured Convertible Term Note issued by AGU Entertainment Corp., The Tube Music Network, Inc., and Pyramid Records International, Inc. to Mitchell Entertainment Company (incorporated herein by reference to the Registrant’s Form 8-K filed December 29, 2004)

4.4		Common stock Purchase Warrant of AGU Entertainment Corp. issued to Mitchell Entertainment Company (incorporated herein by reference to the Registrant’s Form 8-K filed December 29, 2004)

4.5		Promissory Note issued by AGU Entertainment Corp. to Charley Zeches, in her capacity as trustee of Lakes Holding Trust U/A (incorporated herein by reference to the Registrant’s Form 8-K filed December 29, 2004)

4.6		Promissory Note, dated March 31, 2006, issued by The Tube Media Corp. in the aggregate principal amount of $800,000 to Michael H. Brauser (incorporated herein by reference to the Registrant’s Form 8-K filed April 5, 2006)

4.7		Promissory Note, dated March 31, 2006, issued by The Tube Media Corp. in the aggregate principal amount of $800,000 to Barry Honig (incorporated herein by reference to the Registrant’s Form 8-K filed April 5, 2006)

Exhibit		Description

4.8		Form of 7% Secured Convertible Note, dated April 21, 2006, issued by The Tube Media Corp. (incorporated herein by reference to the Registrant’s Form 8-K filed April 26, 2006)

4.9		Form of Common Stock Purchase Warrant, dated April 21, 2006, issued by The Tube Media Corp. (incorporated herein by reference to the Registrant’s Form 8-K filed April 26, 2006)

5.1		Opinion of Blank Rome LLP*

10.1		Employment agreement of David Levy, dated as of April 1, 2004. (incorporated herein by reference to the Registrant’s Form 8-K filed April 16, 2004, as amended)

10.2		Employment agreement of Allen Jacobi, dated as of April 1, 2004. (incorporated herein by reference to the Registrant’s Form 8-K filed April 16, 2004, as amended)

10.3		Assignment and Assumption Agreement, dated as of March 3, 2004, among Pyramid Media Group, Inc., Allen Jacobi and Pyramid Records International , Inc. (incorporated herein by reference to the Registrant’s Form 8-K filed April 16, 2004, as amended)

10.4		Amendment to Assignment and Assumption Agreement, dated March 8, 2004, by and among Pyramid Media Group, Inc., Allen Jacobi and Pyramid Records International , Inc. (incorporated herein by reference to the Registrant’s Form 8-K filed April 16, 2004, as amended)

10.5		Corporate Guaranty, dated March 5, 2004. (incorporated herein by reference to the Registrant’s Form 8-K filed April 16, 2004, as amended)

10.6		Employment Agreement of Les Garland, dated July 2003 (incorporated herein by reference to the Registrant’s Form 8-K filed April 16, 2004, as amended)

10.7		Agreement with GSMB regarding marketing and promotional expenditure commitment (incorporated herein by reference to the Registrant’s Form 10-QSB filed August 20, 2004)

10.8		Trust Agreement in connection with the marketing and promotional expenditure commitment (incorporated herein by reference to the Registrant’s Form 10-QSB filed August 20, 2004)

10.9		Agreement with Radical Media, Inc. (incorporated herein by reference to the Registrant’s Form 10-QSB filed August 20, 2004)

10.10		Agreement for Purchase and Sale, dated, dated as of September 10, 2004, by and between AGU Entertainment Corp. and Charley Zeches, in her capacity as trustee of Lakes Holding Trust U/A dated July 27, 2001 (incorporated herein by reference to the Registrant’s Form 8-K filed September 20, 2004)

10.11		Consulting Agreement, dated as of September 13, 2004, by and between AGU Entertainment Corp. and Kevin Waltzer (incorporated herein by reference to the Registrant’s Form 8-K filed September 20, 2004)

10.12		Employment Agreement dated as of November 1, 2004 between AGU Entertainment Corp. and John W. Poling (incorporated herein by reference to the Registrant’s Form 8-K filed November 9, 2004)

10.13		Stock Purchase Agreement between AGU Entertainment Corp. and AUW, Inc. (incorporated herein by reference to the Registrant’s Form 10-QSB filed November 12, 2004)

Exhibit		Description

10.14		2004 Stock Option and Stock Incentive Plan (incorporated herein by reference to the Registrant’s Form 10-QSB filed November 12, 2004)

10.15		Amendment to Agreement for Purchase and Sale, dated, dated as of September 10, 2004, by and between AGU Entertainment Corp. and Charley Zeches, in her capacity as trustee of Lakes Holding Trust U/A dated July 27, 2001 (incorporated herein by reference to the Registrant’s Form 10- QSB filed November 12, 2004)

10.16		Securities Purchase Agreement, effective as of December 20, 2004, by and among AGU Entertainment Corp., The Tube Music Network, Inc. and Pyramid Records International, Inc. and Mitchell Entertainment Company (incorporated herein by reference to the Registrant’s Form 8-K filed December 29, 2004)

10.17		Mortgage Deed and Security Agreement, effective as of December 20, 2004, by and between AGU Entertainment Corp. and Mitchell Entertainment Company (incorporated herein by reference to the Registrant’s Form 8-K filed December 29, 2004)

10.18		Master Security Agreement, effective as of December 20, 2004, by and among AGU Entertainment Corp., The Tube Music Network, Inc. and Pyramid Records International, Inc. and Mitchell Entertainment Company (incorporated herein by reference to the Registrant’s Form 8-K filed December 29, 2004)

10.19		Assignment of Rents, Leases and Deposits, effective as of December 20, 2004, by and between AGU Entertainment Corp. and Mitchell Entertainment Company (incorporated herein by reference to the Registrant’s Form 8-K filed December 29, 2004)

10.20		Subordination Agreement, effective as of December 20, 2004, by and between Charley Zeches, in her capacity as trustee of Lakes Holding Trust, and Mitchell Entertainment Company, as agreed to, accepted and acknowledged by AGU Entertainment Corp. (incorporated herein by reference to the Registrant’s Form 8-K filed December 29, 2004)

10.21		Registration Rights Agreement, effective as of December 20, 2004, by and between AGU Entertainment Corp. and Mitchell Entertainment Company (incorporated herein by reference to the Registrant’s Form 8-K filed December 29, 2004)

10.22		Environmental Indemnity Agreement, effective as of December 20, 2004, by and among AGU Entertainment Corp., The Tube Music Network, Inc. and Pyramid Records International, Inc. and Mitchell Entertainment Company (incorporated herein by reference to the Registrant’s Form 8-K filed December 29, 2004)

10.23		Mortgage Deed and Security Agreement, effective as of December 20, 2004, by and between AGU Entertainment Corp. and Charley Zeches, in her capacity as Trustee of Lakes Holding Trust U/A (incorporated herein by reference to the Registrant’s Form 8-K filed December 29, 2004)

10.24		Assignment of Rents, Leases and Deposits, effective as of December 20, 2004, by and between AGU Entertainment Corp. and Charley Zeches, in her capacity as Trustee of Lakes Holding Trust U/A (incorporated herein by reference to the Registrant’s Form 8-K filed December 29, 2004)

10.25		Amendment No. 2 to Agreement for Purchase and Sale, dated as of November 30, 2004, by and between AGU Entertainment Corp. and Charley Zeches, in her capacity as Trustee of Lakes Holding Trust U/A (incorporated herein by reference to the Registrant’s Form 8-K filed December 29, 2004)

Exhibit		Description

10.26		Letter Agreement regarding $145,000 Protective Advance, dated April 14, 2005 (incorporated herein by reference to the Registrant’s Form 8-K filed April 20, 2005)

10.27		Letter, dated April 22, 2005 (incorporated herein by reference to the Registrant’s Form 8-K/A filed April 28, 2005)

10.28		Settlement and Mutual Release Agreement, effective April 15, 2005 (incorporated herein by reference to the Registrant’s Form 8-K/A filed May 11, 1005)

10.29		Mitchell Letter Agreement, dated as of April 29, 2005 (incorporated herein by reference to the Registrant’s Form 8-K filed May 20, 2005)

10.30		Solomon Letter Agreement, effective May 18, 2005 (incorporated herein by reference to the Registrant’s Form 8-K filed May 20, 2005)

10.31		Technical Services Agreement, dated as of December 1, 2004, by and between The Tube Music Network, Inc. and Skyport Services, Inc. (incorporated herein by reference to the Registrant’s Form 8-K/A filed May 23, 2005)

10.32		Charter Affiliate Affiliation Agreement, dated as of April 15, 2005, by and between The Tube Music Network, Inc. and Raycom Media, Inc. (incorporated herein by reference to the Registrant’s Form 8-K filed May 20, 2005)

10.33		Confidential Settlement Agreement and Mutual Release, dated June 21, 2005 (incorporated herein by reference to the Registrant’s Form 8-K/A filed July 8, 2005)

10.34		Loan Agreement, dated July 25, 2005, among Robert Jaffee and AGU Entertainment Corp., Les Garland, David C. Levy, Victoria Levy, Marc Gelberg, Greg Catinella and John W. Poling (incorporated herein by reference to the Registrant’s Form 8-K filed August 2, 2005)

10.35		$500,000 Promissory Note issued by AGU Entertainment Corp. to Robert Jaffee (incorporated herein by reference to the Registrant’s Form 8-K filed August 2, 2005)

10.36		Warrant to purchase up to 400,000 shares of common stock of AGU Entertainment Corp. issued to Robert Jaffee (incorporated herein by reference to the Registrant’s Form 8-K filed August 2, 2005)

10.37		Letter Agreement, dated August 11, 2005, by and between AGU Entertainment Corp. and Mitchell Entertainment Company regarding extension of maturity date (incorporated herein by reference to the Registrant’s Form 10-QSB filed August 19, 2005)

10.38		Letter Agreement, dated August 17, 2005, by and between AGU Entertainment Corp. and Mitchell Entertainment Company regarding extension of due date for filing of registration statement (incorporated herein by reference to the Registrant’s Form 10-QSB filed August 19, 2005)

10.39		Agreement for Purchase and Sale, dated as of August 29, 2005, by and between AGU Entertainment Corp. and Tarragon South Development Corp. (includes side letter) (incorporated herein by reference to the Registrant’s Form 8-K filed November 11, 2005)

10.40		Consulting Agreement, dated as of August 31, 2005, by and between AGU Entertainment Corp. and DKK-RK Enterprises, Inc. (incorporated herein by reference to the Registrant’s Form 8-K filed September 8, 2005)

Exhibit		Description

10.41		Letter Agreement, dated September 2, 2005, by and between AGU Entertainment Corp., The Tube Music Network, Inc. and AGU Music Inc. and Robert Alan Kast (incorporated herein by reference to the Registrant’s Form 8-K filed September 8, 2005)

10.42		$500,000 Promissory Note, dated August 31, 2005, issued to Robert Alan Kast by AGU Entertainment Corp. (incorporated herein by reference to the Registrant’s Form 8-K filed September 8, 2005)

10.43		$200,000 Promissory Note, dated August 31, 2005, issued to Daniel K. Kast and Lenore S. Kast by AGU Entertainment Corp. (incorporated herein by reference to the Registrant’s Form 8-K filed September 8, 2005)

10.44		Warrant to subscribe for 100,000 shares of common stock of AGU Entertainment Corp. issued to Robert Alan Kast (incorporated herein by reference to the Registrant’s Form 8-K filed September 8, 2005)

10.45		Warrant to subscribe for 200,000 shares of common stock of AGU Entertainment Corp. issued to Robert Alan Kast (incorporated herein by reference to the Registrant’s Form 8-K filed September 8, 2005)

10.46		Warrant to subscribe for 100,000 shares of common stock of AGU Entertainment Corp. issued Robert Alan Kast (incorporated herein by reference to the Registrant’s Form 8-K filed September 8, 2005)

10.47		Warrant to subscribe for 150,000 shares of common stock of AGU Entertainment Corp. issued to Robert Alan Kast (incorporated herein by reference to the Registrant’s Form 8-K filed September 8, 2005)

10.48		Warrant to subscribe for 200,000 shares of common stock of AGU Entertainment Corp. issued to Robert Alan Kast (incorporated herein by reference to the Registrant’s Form 8-K filed September 8, 2005)

10.49		Promissory Note dated October 21, 2005, issued by AGU Entertainment Corp. to Tarragon South Development Corp. (incorporated herein by reference to the Registrant’s Form 8-K filed October 27, 2005)

10.50		Third Mortgage Deed and Security Agreement, dated as of October 21, 2005, by and among AGU Entertainment Corp. and Tarragon South Development Corp. (incorporated herein by reference to the Registrant’s Form 8-K filed October 27, 2005)

10.51		Subordination Agreement dated as of October 21, 2005, by and among Charley Zeches, in her capacity as trustee of Lakes Holding Trust, Mitchell Entertainment Company, Tarragon South Development Corp., as agreed to, accepted and acknowledged by AGU Entertainment Corp. (incorporated herein by reference to the Registrant’s Form 8-K filed October 27, 2005)

10.52		Tri-Party Developer’s Agreement, dated as of October 21, 2005, by and among the City of Lauderdale Lakes, AGU Entertainment Corp. and Tarragon South Development Corp. (incorporated herein by reference to the Registrant’s Form 8-K filed October 27, 2005)

10.53		Promissory Note, dated October 31, 2005, issued by AGU Entertainment Corp. to Charley Zeches, in her capacity as trustee of Lakes Holding Trust U/A (incorporated herein by reference to the Registrant’s Form 8-K filed October 27, 2005)

Exhibit		Description

10.54		Receipt for Future Advance and Mortgage Modification Agreement, dated as of October 21, 2005, by and between AGU Entertainment Corp. and Charley Zeches, in her capacity as trustee of Lakes Holding Trust U/A (incorporated herein by reference to the Registrant’s Form 8-K filed October 27, 2005)

10.55		Easement Search Letter, dated October 21, 2005 (incorporated herein by reference to the Registrant’s Form 8-K filed October 27, 2005)

10.56		Notice of Limitation on Mortgage Future Advance by AGU Entertainment Corp. relating to mortgage in favor of Mitchell Entertainment Corp. (incorporated herein by reference to the Registrant’s Form 8-K filed October 27, 2005)

10.57		First Amendment to Agreement for Purchase and Sale, dated as of November 1, 2005, by and between AGU Entertainment Corp. and Tarragon South Development Corp. (incorporated herein by reference to the Registrant’s Form 10-QSB filed December 9, 2005)

10.58		Second Amendment to Agreement for Purchase and Sale, dated as of December 2, 2005, by and between AGU Entertainment Corp. and Tarragon South Development Corp. (incorporated herein by reference to the Registrant’s Form 10-QSB filed December 9, 2005)

10.59		Amendment No. 3 to Agreement for Purchase and Sale, dated as of December 2, 2005, by and between Charley Zeches, in her capacity as trustee of Lakes Holding Trust U/A and AGU Entertainment Corp. (incorporated herein by reference to the Registrant’s Form 10-QSB filed December 9, 2005)

10.60		Amendment to Employment Agreement dated as of March 6, 2006, by and between The Tube Media Corp. and Les Garland (incorporated herein by reference to the registrant’s Form 8-K filed March 10, 2006).

10.61		Charter Affiliation Agreement, dated as of March 6, 2006, by and between The Tube Media Corp., The Tube Music Network, Inc. and Tribune Broadcasting Company (incorporated herein by reference to the registrant’s Form 8-K filed March 10, 2006.)

10.62		Letter Agreement, dated March 6, 2006, by and among The Tube Media Corp., The Tube Music Network, Inc. and Tribune Broadcasting Company. (This agreement has been redacted pursuant to a confidential treatment request filed with the Securities and Exchange Commission on the date hereof.) (incorporated herein by reference to the registrant’s Form 8-K filed March 10, 2006)

10.63		Securities Issuance Agreement, dated March 6, 2006, by and between The Tube Media Corp. and Tribune Broadcasting Company. (This agreement has been redacted pursuant to a confidential treatment request filed with the Securities and Exchange Commission on the date hereof.) (incorporated herein by reference to the registrant’s Form 8-K filed March 10, 2006)

10.64		Registration Rights Agreement, dated as of March 6, 2006, by and between The Tube Media Corp. and Tribune Broadcasting Company (incorporated herein by reference to the registrant’s Form 8-K filed March 10, 2006.).

10.65		Common stock Purchase Warrant of The Tube Media Corp. issued to Tribune Broadcasting Company. (This agreement has been redacted pursuant to a confidential treatment request filed with the Securities and Exchange Commission on the date hereof.) (incorporated herein by reference to the registrant’s Form 8-K filed March 10, 2006)

Exhibit		Description

10.66		Affiliation Agreement, dated as of March 22, 2006, by and between The Tube Media Corp., The Tube Music Network, Inc. and Sinclair Television Group, Inc. (incorporated herein by reference to the registrant’s Form 8-K filed March 28, 2006.)

10.67		Letter Agreement, dated March 22, 2006, by and among The Tube Media Corp., The Tube Music Network, Inc. and Sinclair Television Group, Inc. (This agreement has been redacted pursuant to a confidential treatment request filed with the Securities and Exchange Commission on the date hereof.) (incorporated herein by reference to the registrant’s Form 8-K filed March 28, 2006)

10.68		Securities Purchase Agreement, dated March 22, 2006, by and between The Tube Media Corp. and Sinclair Television Group, Inc. (This agreement has been redacted pursuant to a confidential treatment request filed with the Securities and Exchange Commission on the date hereof.) (incorporated herein by reference to the registrant’s Form 8-K filed March 28, 2006)

10.69		Common stock Purchase Warrant of The Tube Media Corp. issued to Sinclair Television Group, Inc. (This agreement has been redacted pursuant to a confidential treatment request filed with the Securities and Exchange Commission on the date hereof.) (incorporated herein by reference to the registrant’s Form 8-K filed March 28, 2006)

10.70		Subscription Agreement dated as of March 31, 2006, by and between The Tube Media Corp. and Michael H. Brauser (incorporated herein by reference to the Registrant’s Form 8-K filed April 5, 2006).

10.71		Subscription Agreement dated as of March 31, 2006, by and between The Tube Media Corp. and Barry Honig (incorporated herein by reference to the Registrant’s Form 8-K filed April 5, 2006).

10.72		Amendment to Employment Agreement, dated as of December 29, 2005 by and between The Tube Media Corp. and John W. Poling (incorporated herein by reference to the Registrant’s Form 8-K filed April 3, 2006).

10.73		Settlement and Mutual Release Agreement effective January 16, 2006 (incorporated herein by reference to the Registrant’s Form 8-K filed April 13, 2006).

10.74		Guaranty Agreement by David Levy, dated as of January 16, 2006 (incorporated herein by reference to the Registrant’s Form 8-K filed April 13, 2006).

10.75		Guaranty Agreement by Donna Levy, dated as of January 16, 2006 (incorporated herein by reference to the Registrant’s Form 8-K filed April 13, 2006).

10.76		Letter Agreement, dated April 11, 2006, with Robert Alan Kast relating to $225,000 Promissory Note (incorporated herein by reference to the Registrant’s Form 8-K filed April 13, 2006).

10.77		Letter Agreement, dated April 11, 2006, with Robert Alan Kast relating to $150,000 Promissory Note (incorporated herein by reference to the Registrant’s Form 8-K filed April 13, 2006).

10.78		Form of Purchase Agreement, dated as of April 21, 2006, by and between The Tube Media Corp. and the investors listed on the signature pages thereto. incorporated herein by reference to the Registrant’s Form 8-K filed April 26, 2006)

10.79		Form of Registration Rights Agreement, dated as of April 21, 2006, by and between The Tube Media Corp. and the investors listed on the signature pages thereto. (incorporated herein by reference to the Registrant’s Form 8-K filed April 26, 2006)

Exhibit		Description

10.80		Form of Pledge and Security Agreement, dated April 21, 2006, made by David Levy in favor of Nite Capital, L.P. and acknowledged by The Tube Media Corp. (incorporated herein by reference to the Registrant’s Form 8-K filed April 26, 2006)

10.81		Services Agreement dated as of July 13, 2005 by and between The Tube Music Network, Inc. and Crawford Communications, Inc. (incorporated herein by reference to the Registrant’s Form 10-KSB filed May 11, 2006).

10.82		First Amendment to Agreement by and between The Tube Music Network, Inc. and Crawford Communications, Inc. dated May 25, 2006 (incorporated herein by reference to the Registrant’s Form 8-K filed on June 19, 2006).

10.83		Settlement Agreement by and amongst George Nauful and The Tube Media Corp. dated as of June 19, 2006.*

10.84		Settlement Agreement by and amongst Ralph Tashjian and The Tube Media Corp. dated as of June 19, 2006.*

21.1		List of Subsidiaries (incorporated herein by reference to the Registrant’s Form 10-KSB filed March 31, 2005)

23.1		Consent of Weinberg & Company, P.A.*

23.2		Consent of Blank Rome LLP (included in Exhibit 5.1)*

24.1		Power of Attorney (included on signature page)*

*Filed herewith.

Tube Media Inactive SB-2/ARegistration of securities for small business issuer (amended)