UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 1, 2005
-----------------
110 MEDIA GROUP, INC.
---------------------
(Exact name of registrant as specified in its charter)
Delaware 0-29462 13-412764
- ------------------------ ------- ---------
(State of Incorporation) (Commission File Number) (IRS Employer
Identification No.)
31 West Main Street, Suite 312
Patchogue, NY 11772
-------------------
(Address of Principal Executive Offices)
(631) 207-2227
--------------
(Registrant's telephone number, including area code)
95 Broadhollow Road, Suite 101
------------------------------
Melville, NY 11747
------------------
(former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.24d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.23e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
------------------------------------------
On September 1, 2005, the Registrant entered into a Letter of Intent to
acquire Global Portals Online, Inc.
If all conditions to the closing of the transactions are satisfied the
Registrant would acquire all of the issued and outstanding shares of common
stock of Global Portals Online, in exchange for a certain number of shares of
the Registrant's common stock, and Global Portals Online, Inc. would become a
wholly-owned subsidiary of the Registrant. The number of shares of the
Registrant's common stock to be issued to the shareholders of Global Portals
Online, Inc. will be equal to 70% of the total number of issued and outstanding
shares of the Registrant's common stock prior to the completion of certain
additional transactions, including an issuance of a certain number of shares of
the Registrant's common stock for cash and a reverse stock split.
The closing of the transaction is subject to several conditions, including
without limitation completion of due diligence, the negotiation, preparation,
execution and delivery of definitive documents, completion of a financing for
cash and completion of a reverse stock split.
Item 2.01 Acquisition of Assets
---------------------
The information disclosed in Item 1.01 of this report is incorporated by
reference into this Item 2.01.
Item 9.01 Financial Statements and Exhibits
---------------------------------
(c) Exhibits.
10.1 Letter of Intent dated September 1, 2005;
99.1 Press Release issued September 7, 2005
2
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
110 MEDIA GROUP, INC.
By: /s/ Darren Cioffi
------------------------------------
Darren Cioffi, CEO
Date: September 8, 2005
3