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): December 22, 2005
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110 MEDIA GROUP, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-29462 13-412764
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(State of Incorporation) (Commission File Number) (IRS Employer
Identification No.)
31 West Main Street, Suite 312
Patchogue, NY 11772
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(Address of Principal Executive Offices)
(631) 207-2227
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(Registrant's telephone number, including area code)
95 Broadhollow Road, Suite 101
Melville, NY 11747
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(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 2.01 Completion of Acquisition or Disposition of Assets
On December 22, 2005, we completed the acquisition of Global Portals
Online, Inc., a Florida Corporation ("Global") pursuant to the Agreement and
Plan of Share Exchange dated December 1, 2005.
At the effective time of the share exchange, all of the shares of Global
were exchanged for an aggregate of 11,442,446 shares of the Company's common
stock on the basis of 2.54 shares of Global for one share of the Company's
common stock.
The 11,442,446 shares of common stock issued to the Global shareholders
represent approximately 85% of the post-share exchange common stock of the
Company.
Item 5.01 Changes in Control of the Registrant
Under the Agreement and Plan of Share Exchange, Darren Cioffi resigned as
a director of and appointed William Mobley as the sole director of the
Registrant.
William Mobley founded and has served as the Chairman of the Board and
Chief Executive Officer of Global Portals Online, Inc. since 2001. Mr. Mobley is
also the founder, Chairman of the Board and Chief Executive Officer of
Nextelligence, Inc., a privately held company, which provides various levels of
assistance to dynamic Internet entrepreneurs. Nextelligence transforms these
entrepreneurs' concepts into successful enterprises.
Mr. Mobley previously founded and served as the Chairman of MegaMedia Networks,
Inc., an Internet broadcasting and distribution company that delivered popular
music, sports and entertainment through its online portal, MegaChannels.com. Mr.
Mobley also founded and served as President of World Commerce Online, Inc. from
1994-1999, a recognized leader in e-commerce business-to-business and industry
based solutions.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits.
10.1 Agreement and Plan of Share Exchange
10.2 Mobley Employment Agreement
10.3 Forde Employment Agreement
99.1 Press Release
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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
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Darren Cioffi, CEO
Date: December 28, 2005
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