110 Media Group, Inc

June 1, 2006

Ms. Kenya Wright Gumbs
United States Securities and Exchange Commission
Division of Corporate Finance
Washington, D.C. 20549

RE: 110 Media Group, Inc.
Item 4.02 Form 8-K
Filed May 15, 2006
File no. 000-29462

Dear Ms. Gumbs:

We have reviewed your comment letter dated May 22, 2006 and have prepared an
amended 10KSB to address your comments. Attached you will find marked copies of
our amendment to assist in facilitating your review. Below is a brief synopsis
of our responses to your comments.

1. Comment - We note that at the time you filed your Form 8-K you had
not completed your assessment of how the errors detected reflect on
the adequacy of your internal controls over financial reporting or
your disclosure controls in general. Please amend your annual report
on Form 10-KSB for the year ended December 31, 2005 to update your
Item 8A disclosure to describe the effect of the restatement on the
officers' conclusions regarding the effectiveness of the company's
disclosure controls and procedures. If the officers' conclude that
the disclosure controls and procedures were effective, despite the
restatement, describe the basis for the officers' conclusions.
Please also explain to us how the certifying officers were able to
conclude the disclosure controls and procedures were effective in
light of the material weakness you have identified in your internal
controls and procedures.

Response - We have completed our review of our internal controls
over financial reporting and disclosure controls and have concluded
that controls put into place during 2005, in addition to the
employment of additional personnel, are effective.

2. Comment - We also note, with regard to your Item 8-A disclosures in
your form 10-KSB, that you qualify your conclusion regarding
effectiveness based on whether you are able to successfully address
material weaknesses identified. It is not appropriate to indicate
that your disclosure controls and procedures are effective subject
to certain limitations. Please revise your disclosure to clearly
state whether or not the disclosure controls and procedures are
effective.

Response - We have modified our disclosure to clearly state that our
disclosure controls and procedures are effective.

3. Comment - Please also revise your disclosure regarding changes to
internal controls and procedures over financial reporting to
identify "any change" that has "materially affected, or is
reasonably likely to materially affect" your internal controls and
procedures over financial reporting. See Item 308(c) of Regulation
S-b. It is not appropriate to state that there have been "no
changes, other than...". There either have been changes or there
have not been any changes.

Response - We have also modified our disclosure to reflect there
have been no changes.

4. Comment - Please have your auditor's update their report provided
with yor amended financial statements.

Response - Our auditors have updated their report which is provided
with our amended financial statements.

In addition the Company also acknowledges the following;

o The Company is responsible for the adequacy and accuracy of the
disclosure in the filing;
o Staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action with
respect to the filing; and
o The Company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the Untied States.

If you have any additional questions, I can be reached during regular business
hours at (631) 207-2227 ext. 104. Thank you

Respectfully,

/s/ Darren J. Cioffi
Chief Financial Officer

100 West Lucerne Circle, Suite 600
Orlando, FL 32801
(407) 540-0452: (407) 540-9834 fax
www.110mediagroup.com

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-KSB/A

(Mark One)

|X| ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934

For the fiscal year ended December 31, 2005

|_| TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934

For the transition period from ______________ to________________

Commission file number 000-29462

110 MEDIA GROUP, INC.
---------------------
(Name of small business issuer)

Delaware 13-4127624
-------- ----------
(State of other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)

100 West Lucerne Circle, Suite 600, Orlando, Florida 32801
---------------------------------------------------- -----
(Address of principal executive offices) (Zip Code)

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

Securities registered under Section 12(b) of the Exchange Act:

Title of each class Name of each exchange on which registered

None
- ----------------------------------- -----------------------------------------

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

Securities registered under Section 12(g) of the Exchange Act:

COMMON STOCK PAR VALUE $.001

(Title of class)

Check whether the issuer is not required to file reports pursuant to Section 13
or 15(d) of the Exchange Act. |X|

NOTE - CHECKING THE BOX ABOVE WILL NOT RELIEVE ANY REGISTRANT REQUIRED TO FILE
reports pursuant to Section 13 or 15(d) of the Exchange Act from their
obligations under those Sections.

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes |X| No |_|

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. |X|

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes |_| No |X|

State issuer's revenues for its most recent fiscal year. $275,412

The aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
sold was approximately $2,647,889 based upon the average bid and asked price of
$1.35 as reported by the OTC Bulletin Board as of April 18, 2006.

The Company had 13,403,892 shares of common stock outstanding, as of April 14,
2006.

DOCUMENTS INCORPORATED BY REFERENCE

None

Transitional Small Business Disclosure Format (Check one): Yes |_| No |X|

PRIVATE SECURITIES LITIGATION REFORM ACT SAFE HARBOR STATEMENT

When used in this Annual Report on Form 10-KSB, the words "may," "will,"
"expect," "anticipate," "continue," "estimate," "intend," "plans", and similar
expressions are intended to identify forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934 regarding events, conditions and financial
trends which may affect the Company's future plans of operations, business
strategy, operating results and financial position. Such statements are not
guarantees of future performance and are subject to risks and uncertainties and
actual results may differ materially from those included within the
forward-looking statements as a result of various factors. Such factors include,
among others: (i) the Company's ability to obtain additional sources of capital
to fund continuing operations; in the event it is unable to timely generate
revenues (ii) the Company's ability to retain existing or obtain additional
licensees who will act as distributors of its products; (iii) the Company's
ability to obtain additional patent protection for its technology; and (iv)
other economic, competitive and governmental factors affecting the Company's
operations, market, products and services. Additional factors are described in
the Company's other public reports and filings with the Securities and Exchange
Commission. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date made. The Company
undertakes no obligation to publicly release the result of any revision of these
forward-looking statements to reflect events or circumstances after the date
they are made or to reflect the occurrence of unanticipated events.

EXPLANATORY NOTE

110 Media Group, Inc (the "Company") is filing this Form 10-KSB/A to amend
certain parts of the cover page, Part II Items 6, 7 and 8, and Part III, Item 13
of the Form 10-KSB for the fiscal year ended December 31, 2005, which was
previously filed with the Securities and Exchange Commission (the "SEC") on
April 19, 2006 (the "Form 10-K") as amended on May 2, 2006 and May 12, 2006 , to
include information that was to be incorporated by reference from its definitive
proxy statement in connection with its annual meeting pursuant to Regulation 14A
of the Securities Exchange Act of 1934, as amended. In addition, the cover page
and the list of exhibits of the Form 10-KSB have been updated and amended. This
amendment is being filed to restate financial statements for 2005 and 2004 to
better reflect the effects of a reverse acquisition which occurred at the end of
2005.

ITEM 1. BUSINESS

OVERVIEW

110 Media Group, Inc. ("110 Media," "we," "us," "our" or the "Company") was
incorporated as a Colorado corporation in 1987 and reincorporated in Delaware in
2000. Our principal executive offices are located at 100 West Lucerne Circle,
Suite 600, Orlando, Florida 32801, and our telephone number at that location is
(407) 540-0452. Our common stock trades on the Over The Counter Bulletin Board
under the symbol "ONTN."

We market products and services that are designed to permit individuals and
small businesses to operate effectively on the internet. Our services
principally consist of free and fee-based web hosting and targeted traffic
redirection. We have also developed and offer informational, educational and
clearing house services on a subscription basis and offer a suite of web
development and operational tools that permit non-technical users to develop and
operate robust, professional business websites.

CORPORATE HISTORY

We were originally organized as a Colorado corporation and our name was Medical
Management Systems, Inc. ("MMGS") in 1987. In August 2000, we reincorporated in
Delaware and changed our name to Dominix, Inc.

In January 2001 we acquired International Controllers, Inc. ("ICON"). We became
a shell corporation as a result of the sale of ICON in April 2002. During the
period from April 2002 through September 2003 we explored other opportunities.

On April 8, 2003 we entered into a letter of intent to acquire Dalian Xindian
Chitin Co., a Republic of China Company engaged in the business of developing
and manufacturing products derived from the natural resource chitin for a
variety of industries. As a result of our inability to complete a thorough due
diligence investigation, we let the letter of intent expire on May 31, 2003.

On July 22, 2003, we entered into a letter of intent with Jade Entertainment
Group, Inc., a New York corporation ("Jade") and Blu-TV, Inc., a New York
corporation ("Blu") involved in the distribution of adult content through cable
and pay per view channels. We initiated contact with both Blu-TV and Jade. On
September 10, 2003, we received a letter from Blu terminating the letter of
intent with respect to their participation. We determined to go forward with the
proposed acquisition of Jade and on September 22, 2003, we executed an amended
letter of intent with Jade which was subsequently further amended on September
26, 2003 to include the acquisition of the business and operations of
MarketShare Recovery, Inc., a New York corporation ("MarketShare"). On December
5, 2003, we completed the acquisition of Jade by way of merger through the
Company's wholly owned subsidiary, Jade Acquisition Corp. by issuing 743,750
shares of common stock and 82,167 shares of its Series B Convertible Preferred
Stock, which was converted into 6,834,631 shares of our common stock on June 4,
2004, together representing 36% of the Company. This transaction has been
accounted for as a reverse merger with Jade the acquirer of the Company. The
reverse merger was accounted for as a recapitalization and the stockholder's
equity was retroactively restated to the inception of Jade, July 5, 2001. On
March 30, 2004, we entered into a termination agreement with MarketShare
Recovery Inc., canceling our proposed acquisition of MarketShare and
simultaneously Jade entered into a database license agreement with MarketShare.
The license permitted us to utilize Market Share's proprietary database without
having to acquire MarketShare. MarketShare and Jade are related parties in that
they have the same management.

On December 5, 2004, we acquired the database assets of Web1000.com. Pursuant to
the Agreement, we acquired a website known as Web1000.com along with the
customer list related to that website. The purchase price for the assets was
$400,000. On July 12, 2005, we entered into a two-year management services
agreement with Global Portals Online, Inc. (formerly known as Personal Portals
Online, Inc.,"Global Portals"), which we subsequently acquired. Under the
agreement, Global Portals was given primary responsibility for the management,
redesign and redevelopment of our web traffic operations and technology, finance
and accounting in exchange for our issuing 200,000 shares of common stock to
Global Portals and agreeing to pay a fee of 5% of our net monthly revenues.

On August 19, 2005 we sold of all of the issued and outstanding shares of common
stock of Jade to Raymond Barton and Tim Schmidt, former officers and directors.
We received consideration valued at $35,000 consisting of the return and
delivery of 33,333 shares of common stock and the cancellation of Ray Barton,
Michael Barton and Tim Schmidt's employment agreements.

On December 22, 2005, we completed the acquisition of Global Portals pursuant to
an Agreement and Plan of Share Exchange December 1, 2005. At the effective time
of the share exchange, all of the shares of Global Portals were exchanged for an
aggregate of 11,442,446 shares of our common stock on the basis of 2.54 shares
of Global Portals for one share of our common stock. The 11,442,446 shares of
common stock issued to the Global Portals shareholders represent approximately
85% of our common stock outstanding after the exchange. As a result of the
foregoing, our operations are conducted by 110 Media Group, Inc., the parent
company and Global Portals, our wholly owned subsidiary.

PRODUCTS AND SERVICES

We provide a variety of products and services to facilitate the sharing of
information and e-commerce on the world wide web. Our products and services are
intended to provide both turnkey and customizable solutions for personal,
community organizations and small businesses. In addition to website
development, management and website hosting services, we derive revenue from the
sale of targeted traffic to large search engine companies including Google and
Yahoo and to small businesses that are seeking to purchase internet traffic that
may purchase the goods or services that the domain owner is offering.

The following are the principal products and services we offer:

Web1000.com - free webhosting

Web1000Traffic.com - sale of targeted traffic from expired domain
names

TemplateSuperstore.com - sale of website templates

ZeroBrand.com - turnkey solutions for the development and
operation of webhosting business

Portal Engine Pro(R) - proprietary personal portal generation

ChamberECommerce.com - clearinghouse for the exchange of E-business
and E-marketing products and services

Custombizwebsites.com - complete design, management and hosting
services for business owners

WEB1000.COM

Web1000 provides free webhosting. Instead of paying a monthly fee, Web1000's
customers use our service without cost, in exchange for agreeing to allow one of
the following:

o Traffic to their websites from specific countries can be redirected to
advertisers;

o Traffic generated from missing pages or files on their site (officially known
as a 404 error) can be redirected to an advertiser or a page of advertisements;
and/or

o We may or may not "skim" some small percentage of their traffic and send it to
an advertiser or a page of advertisements.

The advertisers then pay Web1000 in one of two ways:

o A commission on all sales generated; or

o A negotiated cash payment for every 1,000 visitors we direct to a specific
advertiser.

Additional revenues may be generated in the future by selling additional
services such as e-mail and shared advertising whereby we place text ads on
their site, someplace near the bottom, similar to "Google's adsence."

WEB1000TRAFFIC.COM

We capture, market and sell internet traffic under the domain name
"Web1000Traffic.com." We obtain the traffic by purchasing expired domain names
and indexing in our database engine. We sell the traffic either in bulk or
bundled as "targeted" to specific categories of interest. For example, if the
domain name "ABCfishing.com" has expired, we may purchase it from a domain name
registry such as register.com. We then redirect traffic (viewers clicking on the
domain name as a result of various internet search engines) to our servers and
sell this traffic to subscribers either as part of a bulk sale or (at a higher
price) to subscribers that wish to obtain traffic that appears interested in
"fishing."

CHAMBERECOMMERCE.COM

We provide non-technical business operators of small to medium-sized businesses
with all the necessary services needed to migrate their cottage industry to the
Internet, or start a new Internet business. Similar to AOL which services
non-technical Internet users, ChamberECommerce. com website and related sites
package necessary components required for a dynamic online business into one
integrated friendly, helpful, non-threatening bundle that can be easily accessed
and managed by low-tech business operators. We provide all elements basic to any
business endeavor in a cost-effective package offered for $29.95 per month with
no start-up fees. A client simply needs to add their information and products or
services to be in business in as little as an hour without having knowledge of
website development tools such as HTML, Flash, Secure Socket Layers, FTP, or any
other technical aspect of creating and running a website. The services include:

o Pre-configured, professionally designed, tested, live websites (not templates
that must be made into a website)
o Integrated web-stores and shopping carts that match web design
o URL ownership
o Merchant account for accepting credit card, PayPal and other payment
o Free auction service
o Hosting of all services with automatic backup, redundancy and security
o Marketing including logo builder, search engine optimization, affiliate
programs, email, newsletters, and Chamber of Ecommerce Associate membership
o Shipping support via partner arrangements
o Reports providing information that allows owners to focus on doing business
versus managing technical site details
o Accounting provides automatic transaction recording, inventory control, check
register, expense tracking, tax accounting and reporting
o Hiring and HR tools
o Advertising sales for site banners
o Purchasing discounts on goods and services via partner network
o Extensive business support library
o 24/7/365 friendly, helpful support
o Massive affiliate sales force via MillionNewJobs
o Immediate traffic

As our clients gain confidence and technical knowledge they can increasingly
tailor their sites and access more sophisticated tools if desired. We offer
successively higher levels of services, features and support at additional cost
to our clients.

COMPETITION

We face competition in three principal areas:

o distribution of services;

o demand for services on our affiliates Web sites; and

o usage of our services by advertisers.

We compete with companies that provide both mainstream and specialty adult
oriented affiliate/referral advertising services that are similar to our
services. In addition, we cannot provide any assurance that another search
service will not successfully offer a competitive affiliate/referral advertising
service. We believe it is likely that there will be additional entrants to the
affiliate/referral search market. These competitors will compete against us for
affiliate arrangements. This competition could cause us to enter into affiliate
agreements with less favorable terms or lose affiliates or potential affiliates.

This could reduce our number of paid introductions, increase the amount of
revenue shared with affiliates, and reduce total revenues and thereby have a
material adverse effect on our business, operating results and financial
condition.

Our affiliates face competition for user traffic within the search marketplace,
which affects the number of paid introductions on our service. If the users of
these affiliates prefer the services offered by the affiliates competitors with
whom we do not have a relationship, the businesses of our affiliates may suffer.

This may in turn have a material adverse effect on our business, operating
results and financial condition. In addition, many of our affiliates compete
with one other, and this may make it difficult for us to develop some affiliate
relationships.

We also compete with providers of pay-per-click search services and other search
services, Internet service providers, other Web sites and advertising networks
such as Double-Click, Inc. and 24/7 Media, Inc., as well as traditional offline
media such as television, radio and print and direct marketing companies, for a
share of advertisers total advertising budgets. Accordingly, we may face
increased pricing pressure for the sale of advertisements and direct marketing
opportunities. We may also face a decrease in demand for the Askjade.com
service. This could have a material adverse effect on our business, operating
results and financial condition.

Many of our competitors, as well as potential entrants into our market, have
longer operating histories, larger customer or user bases, greater brand
recognition and greater financial, marketing and other resources than we do.

Many current and potential competitors can devote substantially greater
resources to promotion, Web site and systems development than we can. In
addition, as the use of the Internet and other online services increases,
larger, well-established and well-financed entities may continue to acquire,
invest in or form joint ventures with providers of Web directories, search and
information services or advertising solutions. Existing providers of Web
directories, search and information services or advertising solutions may
continue to consolidate.

Our software and web development services will compete with both independent
software developers, major software companies a such as Microsoft, and their
OEM's and specialized web development and advertising companies. Most of these
competitors have far greater financial and marketing resources than we do. We
believe that offering our services and products as a fully integrated sites
geared to small businesses give certain advantages, but there can be no
assurance that we will gain consumer acceptance.

GOVERNMENT REGULATION AND INDUSTRY STANDARDS

There are an increasing number of laws and regulations in the United States and
abroad pertaining to communications and commerce on the Internet. In addition, a
number of legislative and regulatory proposals are under consideration by
federal, state, local and foreign governments. Laws or regulations may be
adopted with respect to the Internet relating to liability for information
retrieved from or transmitted over the Internet, user privacy, taxation and the
quality of products and services. Moreover, the application to the Internet of
existing laws governing issues such as intellectual property ownership and
infringement, pornography, obscenity, libel, gaming, employment and personal
privacy is uncertain and developing. Any such legislation or regulation, or the
application or interpretation of existing laws, may decrease the growth in the
use of the Internet in general, prevent us from delivering our content in
different parts of the world and increase our costs of selling products or
otherwise operating our business.

Several federal, state and foreign statutes prohibit the transmission of
indecent, pornographic, obscene or offensive content over the Internet to
particular groups or persons. The extent to which these laws apply to us is
limited due to the fact that we do not own or display photographic/pictorial
content, other than advertising banners that appear on our site, though we have
acquired a foreign adult film library. We will use discretion in determining
what graphical advertisements will be allowed on our websites.

Furthermore, legislation regulating online content could limit the growth in use
of the Internet generally and decrease the acceptance of the Internet as an
advertising and e-commerce medium.

Websites typically place identifying data, or cookies, on a user's hard drive
without the user's knowledge or consent. We and many other Internet companies
use cookies for a variety of different reasons, including the collection of data
derived from the user's Internet activity. Any reduction or limitation in the
use of cookies could limit the effectiveness of our sales and marketing efforts.
Most currently available Web browsers allow users to remove cookies at any time
or to prevent cookies from being stored on their hard drive.

Some privacy advocates and governmental bodies have suggested limiting or
eliminating the use of cookies. In addition, the European Union and many
countries within the EU have adopted privacy directives or laws that strictly
regulate the collection and use of information regarding Internet users that is
identifiable to particular individuals. Privacy legislation has been proposed in
the U.S. as well, and the U.S. Federal Trade Commission has taken action against
website operators that do not comply with state privacy policies. These and
other governmental efforts may limit our ability to target advertising or
collect and use information regarding the use of our websites. Fears relating to
a lack of privacy could also result in a reduction in the number of our users
and subscribers which could harm our business and financial results.

NETWORK ACCESS POINTS AND DATA CENTER

We provide our services through our network access point located Lucerne Center.
Our network access point and data center feature direct high speed connections
to multiple major Internet network service providers, including AT&T, Sprint,
Verizon (formally MCI). As of December 31, 2005 we directly operated one network
access point and terminated all operating agreements with third parties for such
services

SALES AND MARKETING

Our sales and marketing objective is to achieve market penetration and increase
brand recognition among small business customers. We market solely on the
internet.

CUSTOMERS

As of December 31, 2005, we had approximately 450,000 customers. Our customer
base is not concentrated in any particular industry. In each of the past three
fiscal years, no single customer has accounted for 10 percent or more of our net
sales. We provide services to customers in multiple vertical industry segments
including: financial services, media and communications, travel, e-commerce and
retail and technology.

INTELLECTUAL PROPERTY

We intend to rely on a combination of copyright, patent, trademark, trade secret
and other intellectual property law, nondisclosure agreements and other
protective measures to protect our proprietary rights. We also utilize
unpatented proprietary know-how and trade secrets and employ various methods to
protect such intellectual property. Taken as a whole, we believe our
intellectual property rights are significant and that the loss of all or a
substantial portion of such rights could have a material adverse effect on our
results of operations. We cannot assure you that our intellectual property
protection measures will be sufficient to prevent misappropriation of our
technology. In addition, the laws of many foreign countries do not protect our
intellectual properties to the same extent as the laws of the United States.
From time to time, third parties have or may assert infringement claims against
us or against our customers in connection with their use of our products or
services. In addition, we may desire or be required to renew or to obtain
licenses from others in order to further develop and market commercially viable
products or services effectively. We cannot assure you that any necessary
licenses will be available on reasonable terms.

EMPLOYEES

We employed 2 people as of December 31, 2005. None of our employees are
represented by a union and we believe our relationships with our employees are
good. In addition, we outsource some of our customer service activities.

RISK FACTORS

You should carefully consider the risks described below. These risks are not the
only ones that we may face. Additional risks and uncertainties that we are
unaware of, or that we currently deem immaterial, also may become important
factors that affect us. If any of the following risks occurs, our business,
financial condition or results of operations could be materially and adversely
affected.

RISKS RELATED TO OUR BUSINESS

We have a history of losses and may not achieve or sustain profitability.

We have incurred net losses in each quarterly and annual period since we began
operations. We cannot guarantee that we will become profitable. Even if we
achieve profitability, given the competitive and evolving nature of the industry
in which we operate, we may not be able to sustain or increase profitability on
a quarterly or annual basis, and our failure to do so would adversely affect our
business, including our ability to raise additional funds.

Our operations have historically been cash flow negative, and we have depended
on equity and debt financings to meet our cash requirements, which may not be
available to us in the future on favorable terms.

We have experienced negative operating cash flow and have depended upon equity
and debt financings, as well as borrowings from affiliates and shareholders, to
meet our cash requirements in most quarterly and annual periods since we began
our operations. We expect to meet our cash requirements in 2006 through a
combination of debt or equity private placements and borrowings. Our capital
requirements depend on several factors, including the rate of market acceptance
of our services, the ability to expand and retain our customer base, and other
factors. If our cash requirements vary materially from those currently planned,
if our cost reduction initiatives have unanticipated adverse effects on our
business, or if we fail to generate sufficient cash flow from the sales of our
services, we may require additional financing sooner than anticipated. We cannot
assure you that we will be able to obtain additional financing on commercially
favorable terms, or at all.

We may not be able to compete successfully against current and future
competitors.

The Internet services market is highly competitive, as evidenced by recent
declines in pricing for Internet connectivity services. We expect competition
from existing competitors to continue to intensify in the future, and we may not
have the financial resources, technical expertise, sales and marketing abilities
or support capabilities to compete successfully. Our competitors currently
include: regional Bell operating companies that offer Internet access; global,
national and regional Internet service providers; providers of specific
applications or solutions such as content distribution, security or storage;
software-based and other Internet infrastructure providers and manufacturers;
and colocation and data center providers. In addition, Internet network service
providers may make technological advancements, such as the introduction of
improved routing protocols to enhance the quality of their services, which could
negatively impact the demand for our products and services.

In addition, we will face additional competition as we expand our managed
services product offerings, including competition from technology and
telecommunications companies. A number of telecommunications companies and
Internet service providers have been offering or expanding their network
services. Further, the ability of some of these potential competitors to bundle
other services and products with their network services could place us at a
competitive disadvantage. Various companies are also exploring the possibility
of providing, or are currently providing, high-speed, intelligent data services
that use connections to more than one network or use alternative delivery
methods including the cable television infrastructure, direct broadcast
satellites and wireless local loop. Many of our existing and future competitors
may have greater market presence, engineering and marketing capabilities, and
financial, technological and personnel resources than we do. As a result, our
competitors may have significant advantages over us. Increased competition and
technological advancements by our competitors could adversely affect our
business, results of operations and financial condition.

We depend on a number of Internet network service providers to provide Internet
connectivity to our network access points. If we are unable to obtain required
connectivity services on a cost-effective basis or at all, or if such services
are interrupted or terminated, our growth prospects and business, results of
operations and financial conditions would be adversely affected.

In delivering our services, we rely on a number of Internet networks, all of
which are built and operated by others. In order to be able to provide high
performance connectivity services to our customers through our network access
points, we purchase connections from several Internet network service providers.
We cannot assure you that these Internet network service providers will continue
to provide service to us on a cost-effective basis or on otherwise competitive
terms, if at all, or that these providers will provide us with additional
capacity to adequately meet customer demand. Consolidation among Internet
network service providers limits the number of vendors from which we obtain
service, possibly resulting in higher network costs to us. We may be unable to
establish and maintain relationships with other Internet network service
providers that may emerge or that are significant in geographic areas, such as
Asia and Europe, in which we may locate our future network access points. Any of
these situations could limit our growth prospects and adversely affect our
business, results of operations and financial condition.

We depend on third-party suppliers for key elements of our network
infrastructure and to provide services. If we are unable to obtain products or
services, such as network access loops or local loops, on favorable terms or at
all, or in the event of a failure of these suppliers to deliver their products
and services as agreed, our ability to provide our services on a competitive and
timely basis would be impaired and our results of operations and financial
conditions would be adversely affected.

Any failure to obtain required products or services from third-party suppliers
on a timely basis and at an acceptable cost would affect our ability to provide
our services on a competitive and timely basis. In addition to depending on
services from third party Internet network service we depend on other companies
to supply various key elements of our infrastructure, including the network
access loops between our network access points and our Internet network service
providers and the local loops between our network access points and our
customers' networks. Pricing for such network access loops and local loops has
been rising significantly over time, and we generally bill these charges to our
customers at low or no margin, while some of our competitors have their own
network access loops and local loops and are therefore not subject to similar
availability and pricing issues. In addition, we currently purchase routers and
switches from a limited number of vendors. Furthermore, we do not carry
significant inventories of the products we purchase, and we have no guaranteed
supply arrangements with our vendors. A loss of a significant vendor could delay
any build-out of our infrastructure and increase our costs. If our limited
source of suppliers fails to provide products or services that comply with
evolving Internet standards or that interoperate with other products or services
we use in our network infrastructure, we may be unable to meet all or a portion
of our customer service commitments, which could adversely affect our business,
results of operations and financial condition.

We have acquired and may acquire other businesses, and these acquisitions
involve numerous risks.

We intend to pursue additional acquisitions of complementary businesses,
products, services and technologies to enhance our existing services, expand our
service offerings and enlarge our customer base. If we complete future
acquisitions, we may be required to incur or assume additional debt and make
capital expenditures and issue additional shares of our common stock or
securities convertible into our common stock as consideration, which will dilute
our existing stockholders' ownership interest and may adversely affect our
results of operations. Our ability to grow through acquisitions involves a
number of additional risks including the following:

o the ability to identify and consummate complementary acquisition candidates;

o the possibility that we may not be able to successfully integrate the
operations, personnel, technologies, products and services of the acquired
companies in a timely and efficient manner;

o diversion of management's attention from normal daily operations to negotiate
acquisitions and integrate acquired businesses;

o insufficient revenue to offset significant unforeseen costs and increased
expense associated with the acquisitions;

o challenges in completing projects associated with in-process research and
development being conducted by the acquired businesses;

o risks associated with our entrance into markets in which we have little or no
prior experience and where competitors have a stronger market presence;

o deferral of purchasing decisions by current and potential customers as they
evaluate the likelihood of success of our acquisitions;

o issuance by us of equity securities that would dilute ownership of our
existing stockholders;

o incurrence and/or assumption of significant debt, contingent liabilities and
amortization expense; and

o loss of key employees of the acquired companies.

Failure to effectively manage our growth through acquisitions could adversely
affect our growth prospects, business, results of operations and financial
condition.

Disputes with vendors regarding the delivery of services may materially impact
our results of operations and cash flows.

In delivering our services, we rely on a number of Internet network,
telecommunication and other vendors. We work directly with these vendors to
provision services such as establishing, modifying or discontinuing services for
our customers. Because of the volume of activity, billing disputes inevitably
arise. These disputes typically stem from disagreements concerning the starting
and ending dates of service, quoted rates, usage and various other factors.
Disputed costs, both in the vendors' favor and our favor, are researched and
discussed with vendors on an ongoing basis until ultimately resolved. We record
the cost and a liability based on our estimate of the most likely outcome of the
dispute. These estimates are periodically reviewed by management and modified in
light of new information or developments, if any. Because estimates regarding
disputed costs include assessments of uncertain outcomes, such estimates are
inherently vulnerable to changes due to unforeseen circumstances that could
materially and adversely affect our results of operations and cash flows.

We depend upon our key employees and may be unable to attract or retain
sufficient numbers of qualified personnel.

Our future performance depends to a significant degree upon the continued
contributions of our executive management team and other key employees. To the
extent we are able to expand our operations and deploy additional network access
points, we may need to increase our workforce. Accordingly, our future success
depends on our ability to attract, hire, train and retain highly skilled
management, technical, sales, marketing and customer support personnel.
Competition for qualified employees is intense, and we compete for qualified
employees with companies that may have greater financial resources than we have.
Our employment agreements with our executive officers provide that either party
may terminate their employment at any time. Consequently, we may not be
successful in attracting, hiring, training and retaining the people we need,
which would seriously impede our ability to implement our business strategy.

If we fail to adequately protect our intellectual property, we may lose rights
to some of our most valuable assets.

We may face litigation and liability due to claims of infringement of
third-party intellectual property rights.

The Internet services industry is characterized by the existence of a large
number of patents and frequent litigation based on allegations of patent
infringement. From time to time, third parties may assert patent, copyright,
trademark, trade secret and other intellectual property rights to technologies
that are important to our business. Any claims that our products or services
infringe or may infringe proprietary rights of third-parties, with or without
merit, could be time-consuming, result in costly litigation, divert the efforts
of our technical and management personnel or require us to enter into royalty or
licensing agreements, any of which could significantly harm our operating
results. In addition, our customer agreements generally provide for us to
indemnify our customers for expense or liabilities resulting from claimed
infringement of patents or copyrights of third parties, subject to certain
limitations. If an infringement claim against us were to be successful, and we
were not able to obtain a license to the relevant or a substitute technology on
acceptable terms or redesign our products or services to avoid infringement, our
ability to compete successfully in our competitive market would be materially
impaired.

RISKS RELATED TO OUR INDUSTRY

The future evolution of the Internet market, and therefore the role of our
products and services, cannot be predicted with certainty.

We face the risk that the market for Internet services might develop more slowly
or differently than currently projected, or that our services may not achieve
continued and/or widespread market acceptance. Furthermore, we may be unable to
market and sell our services successfully and cost-effectively to a sufficiently
large number of customers. We typically offer free or low cost services and
charge a premium for our upgraded services, which may affect market acceptance
of our services or adversely impact the rate of market acceptance. We believe
the danger of non-acceptance is particularly acute during economic slowdowns and
when there is significant pricing pressure on Internet service providers.
Finally, if the Internet becomes subject to a form of central management, or if
Internet network service providers establish an economic settlement arrangement
regarding the exchange of traffic between Internet networks, the demand for our
Internet connectivity services could be adversely affected.

If we are unable to respond effectively and on a timely basis to rapid
technological change, we may lose or fail to establish a competitive advantage
in our market.

The Internet connectivity industry is characterized by rapidly changing
technology, industry standards and customer needs, as well as by frequent new
product and service introductions. New technologies and industry standards have
the potential to replace or provide lower cost alternatives to our services. The
adoption of such new technologies or industry standards could render our
existing services obsolete and unmarketable. Our failure to anticipate the
prevailing standard, to adapt our technology to any changes in the prevailing
standard or the failure of a common standard to emerge could hurt our business.
Our pursuit of necessary technological advances may require substantial time and
expense, and we may be unable to successfully adapt our network and services to
alternative access devices and technologies.

Our network and software are vulnerable to security breaches and similar threats
that could result in our liability for damages and harm our reputation.

There have recently been a number of widespread and disabling attacks on public
and private networks. The number and severity of these attacks may increase in
the future as network assailants take advantage of outdated software, security
breaches or incompatibility between or among networks. Computer viruses,
intrusions and similar disruptive problems could result in our liability for
damages under agreements with our customers, and our reputation could suffer,
thereby deterring potential customers from working with us. Security problems or
other attacks caused by third parties could lead to interruptions and delays or
to the cessation of service to our customers. Furthermore, inappropriate use of
the network by third-parties could also jeopardize the security of confidential
information stored in our computer systems and in those of our customers and
could expose us to liability under Internet "spam" regulations. In the past,
third parties have occasionally circumvented some of these industry-standard
measures. Therefore, we cannot assure you that the measures we implement will
not be circumvented. Our efforts to eliminate computer viruses and alleviate
other security problems may result in increased costs, interruptions, delays or
cessation of service to our customers, which could hurt our business, results of
operations and financial condition.

Terrorist activity throughout the world and military action to counter terrorism
could adversely impact our business.

The continued threat of terrorist activity and other acts of war or hostility
may have an adverse effect on business, financial and general economic
conditions internationally. Effects from any future terrorist activity,
including cyber terrorism, may, in turn, increase our costs due to the need to
provide enhanced security, which would adversely affect our business and results
of operations. These circumstances may also damage or destroy the Internet
infrastructure and may adversely affect our ability to attract and retain
customers, our ability to raise capital and the operation and maintenance of our
network access points.

The following risks relate principally to our common stock and its market value:

Trading on the OTC Bulletin Board may be volatile and sporadic, which could
depress the market price of our common stock and make it difficult for our
stockholders to resell their shares.

Trading in stock quoted on the OTC Bulletin Board is often thin and
characterized by wide fluctuations in trading prices, due to many factors that
may have little to do with a company's operations or business prospects. This
volatility could depress the market price of our common stock for reasons
unrelated to our business or operating performance. Moreover, the OTC Bulletin
Board is not a stock exchange, and trading of securities on the OTC Bulletin
Board is often more sporadic than the trading of securities listed on a
quotation system like NASDAQ or a stock exchange like the American Stock
Exchange. Accordingly, stockholders may have difficulty reselling any of their
shares of common stock.

Our Common Stock price may be volatile and could fluctuate widely in price,
which could result in substantial losses for investors.

The market price of our common stock is likely to be highly volatile and could
fluctuate widely in price in response to various factors, many of which are
beyond our control, including:

o technological innovations or new products and services by us or our
competitors;
o government regulation of our products and services;
o the establishment of partnerships with other technology companies;
o intellectual property disputes;
o additions or departures of key personnel;
o sales of our common stock
o our ability to integrate operations, technology, products and services;
o our ability to execute our business plan;
o operating results below expectations;
o loss of any strategic relationship;
o industry developments;
o economic and other external factors; and
o period-to-period fluctuations in our financial results.

Because we are a development stage company with no revenues to date, you should
consider any one of these factors to be material. Our stock price may fluctuate
widely as a result of any of the above.

In addition, the securities markets have from time to time experienced
significant price and volume fluctuations that are unrelated to the operating
performance of particular companies. These market fluctuations may also
materially and adversely affect the market price of our common stock.

We have not paid cash dividends in the past and do not expect to pay cash
dividends in the future on our common stock. Any return on investment may be
limited to the value of our common stock.

We have never paid cash dividends on our common stock and do not anticipate
paying cash dividends in the foreseeable future. The payment of cash dividends
on our common stock will depend on earnings, financial condition and other
business and economic factors at such time as the board of directors may
consider relevant. If we do not pay cash dividends, our common stock may be less
valuable because a return on your investment will only occur if its stock price
appreciates.

Penny stock regulations may impose certain restrictions on marketability of our
stock.

Our common stock is currently listed for trading on the OTC Bulletin Board which
is generally considered to be a less efficient market than markets such as
NASDAQ or other national exchanges, and which may cause difficulty in conducting
trades and difficulty in obtaining future financing. Further, our securities are
subject to the "penny stock rules" adopted pursuant to Section 15 (g) of the
Securities Exchange Act of 1934, as amended, or Exchange Act. The penny stock
rules apply to non-NASDAQ companies whose common stock trades at less than $5.00
per share or which have tangible net worth of less than $5,000,000 ($2,000,000
if the company has been operating for three or more years). Such rules require,
among other things, that brokers who trade "penny stock" to persons other than
"established customers" complete certain documentation, make suitability
inquiries of investors and provide investors with certain information concerning
trading in the security, including a risk disclosure document and quote
information under certain circumstances. Many brokers have decided not to trade
"penny stock" because of the requirements of the penny stock rules and, as a
result, the number of broker-dealers willing to act as market makers in such
securities is limited. In the event that we remain subject to the "penny stock
rules" for any significant period, there may develop an adverse impact on the
market, if any, for our securities. Because our securities are subject to the
"penny stock rules," investors will find it more difficult to dispose of our
securities. Further, for companies whose securities are traded in the OTC
Bulletin Board, it is more difficult: (i) to obtain accurate quotations, (ii) to
obtain coverage for significant news events because major wire services, such as
the Dow Jones News Service, generally do not publish press releases about such
companies, and (iii) to obtain needed capital.

Our Board of Directors may issue and fix the terms of shares of our preferred
stock without stockholder approval, which could adversely affect the voting
power of holders of our common stock or any change in control of our company.

Our certificate of incorporation authorizes the issuance of up to 10,000,000
shares of "blank check" preferred stock, with such designation rights and
preferences as may be determined from time to time by the Board of Directors.
Our Board of Directors is empowered, without shareholder approval, to issue
additional shares of preferred stock with dividend, liquidation, conversion,
voting or other rights which could adversely affect the voting power or other
rights of the holders of our common stock. In the event of such issuances, the
preferred stock could be utilized, under certain circumstances, as a method of
discouraging, delaying or preventing a change in control of our company.

A sale of a substantial number of shares of our common stock may cause the price
of our common stock to decline.

The market price of our common stock could decline as a result of sales of
substantial amounts of our common stock in the public market, or the perception
that these sales could occur. In addition, these factors could make it more
difficult for us to raise funds through future offerings of common stock. All of
the shares of our common stock covered by this prospectus will be freely
transferable without restriction or further registration under the Securities
Act.

ITEM 2: DESCRIPTION OF PROPERTY

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

ITEM 3: LEGAL PROCEEDINGS

No material legal proceedings.

ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters submitted to the Company's security holders for a vote
during the fourth quarter of this fiscal year.

PART II

ITEM 5: MARKET FOR REGISTRANT'S SECURITIES AND RELATED STOCKHOLDER MATTERS

Our common stock presently trades on the Over-the-Counter Bulletin Board or
OTCBB and trades under the symbol ONTN. From June 4, 2004 to October 15, 2005
our common stock traded under the symbol "OTEN." Prior to June 4, 2004, our
common stock traded on the OTCBB under the symbol "DMNX." The last reported sale
price of our common stock was $1.55 per share on April 14, 2006.

The following table sets forth certain information with respect to the high and
low bid prices of the Company's common stock for the fiscal years ended December
31, 2004 and 2005, all adjusted to reflect a 200 for 1 reverse stock split
effective June 4, 2004, a .75 for 1 stock dividend effective July 16, 2004 and a
15 for 1 reverse stock split effective October 4, 2005.

BID
-----------------------

QUARTER ENDED HIGH LOW
------------- ---- ---

2004
----

March 31 39.00 18.00
June 30 16.50 0.045
September 30 11.25 2.25
December 31 3.75 1.80

2005
----

March 31 3.60 1.425
June 30 2.10 0.825
September 30 3.15 0.765
December 31 1.65 0.065

The quotations reflect interdealer prices without retail markup, markdown, or a
commission, and may not necessarily represent actual transactions.

As of April 14, 2006, there were 13,403,892 shares issued and outstanding and we
had 359 registered holders of our common shares.

DIVIDENDS

We have not paid any dividends on our common stock since inception. We do not
anticipate declaration or payment of any dividends at any time in the
foreseeable future. Our Series AA preferred stock provides for a 7% cumulative
dividend.

ITEM 6: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

OVERVIEW

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

On August 19, 2005, 110 Media Group, Inc. completed the disposition of all of
the issued and outstanding shares of common stock of the Companies previously
wholly-owned subsidiary, Jade Entertainment Group, Inc. ("Jade"), to Mr. Raymond
Barton and Mr. Tim Schmidt, former officers and directors of the Company.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of our consolidated financial statements requires us to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues and expenses and the related disclosures. A summary of those accounting
policies can be found in the footnotes to the consolidated financial statements
included elsewhere in this report. Certain of our accounting policies are
considered critical as they are both important to the portrayal of our financial
condition and results of operations and require judgments on the part of
management about matters that are uncertain. We have identified the following
accounting policies that are important to the presentation of our financial
condition and results of operations.

REVENUE RECOGNITION

Revenue recognized through December 31, 2005 represents revenue from its
redirect traffic and other media entertainment. The Company receives a fee for
revenue generated under the sale of other media entertainment that is recognized
upon shipment of the merchandise. Sales generated from list services are
recognized upon completion of services. Revenues generated from Web1000.com site
consists of monthly fees paid to the Company for redirect traffic.

RESULTS OF OPERATIONS

The following discussion relates to the historical financial statements of 110
Media Group, Inc. and subsidiary and should be read in conjunction with the
consolidated financial statements and related notes.

RESULTS OF OPERATIONS -

COMPARISON OF YEARS ENDED DECEMBER 31, 2005 AND 2004

Net revenues increased by 383% from $57,028 for the year ended December 31, 2004
to $275,412 for the year ended December 31, 2005. The improvement in revenues
was a result of the acquisition of Web1000 properties and increased traffic to
our existing and newly created websites.

Depreciation and amortization decreased from $58,389 for the year ended December
31, 2004 to $38,849 for the year ended December 31, 2005. The decrease is due to
assets being fully depreciated in prior periods.

Selling, general and administrative expenses decreased from $829,267 for the
year ended December 31, 2004, to $566,769 for the year ended December 31, 2005.
The decrease is due to reduction of officer compensation and legal expenses due
to the restructuring in accordance with our business plan.

Interest expense decreased from $334,704 in 2004 to $256,591 in 2005. The
decrease is due to the restructuring and conversion of debt to equity by certain
shareholders.

LIQUIDITY AND CAPITAL RESOURCES

At December 31, 2005, our cash totaled $141,764.

Net cash used in operating activities was $339,566 for the year ended December
31, 2005 compared to $247,833 for the year ended December 31, 2004. The increase
in cash used relates to the further development of Global Portals.

Net cash provided by Investing activities was $47,230 for the twelve months
ended December 31, 2005 compared to net cash used in investing activities of
$3,027 for the same period last year. The increase in cash flows from Investing
Activities was due to the recapitalization of Global Portals.

Net cash provided from financing activities was $432,924 for the twelve months
ended December 31, 2005 as compared to net cash provided in financing activities
of $251,976 for the twelve months ended December 31, 2004. The $432,924
represents loans made to the Company by related parties and the sale of common
stock of $250,000.

In view of our accumulated deficit and recurring losses there is substantial
doubt about our ability to continue as a going concern. In this regard
management is adopting a plan for the development of our website product lines
as well as seeking additional capital through the private sale of our debt or
equity securities. There is no assurance that we will complete any financing or
that we will achieve profitable operations. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

We expect to fund development expenditures and incur losses until we are able to
generate sufficient income and cash flows to meet such expenditures and other
requirements. We do not currently have adequate cash reserves to continue to
cover such anticipated expenditures and cash requirements. These factors, among
others, raise substantial doubt about our ability to continue as a going
concern.

On December 2 and December 3, 2004, the Company entered into two Series AA Stock
Purchase Agreements (the "Agreements") with Bruges Realty Corp Charitable
Remainder Trust (the "Investor") relating to the private placement of an
aggregate of 438,000 shares of newly authorized Series AA Preferred Stock
("Series AA Shares"). The Investor purchased 200,000 Series AA Shares on
December 2, 2004 and an additional 238,000 Series AA Shares on December 3, 2004.
The purchase price of the Series AA shares was $1.00 per share, yielding proceed
of $438,000, before legal expenses of $7,500.

The Series AA Shares have a liquidation preference of $1.00 per share and the
right to receive cumulative dividends of 7% per year. Dividends are payable
quarterly commencing March 31, 2005 and may be paid in shares of common stock of
the Company at the holders option, or at the Company's option if the shares to
be issued may be resold pursuant to an effective registration statement under
the Securities Act of 1933, as amended (the "Act") or can be immediately resold
in reliance upon and exemption from registration. The Series AA Shares are
convertible at the holder's option into that number of shares as are determined
by dividing the liquidation preference, including any unpaid cumulative
dividends, by $0.20 (as adjusted pursuant to anti-dilution provisions contained
in the designation creating the series). The shares may be redeemed at the
Company's option for 125% of the liquidation preference (including accrued and
unpaid dividends) and must be redeemed by the Company upon demand if the shares
of Common Stock which may be issued on conversion are not registered for sale
under the Act one year after the holders have requested registration. There was
no beneficial conversion feature related to this series of Preferred Stock.

The holders of the Series AA Preferred Stock were granted demand registration
rights which are exercisable no earlier than six months from the purchase date.
The demand registration rights require the Company to file a registration
statement no later than 60 days after receiving the demand registration notice
and also require the registration statement to be declared effective by the SEC
within 90 days from the filing date. For each month that the registration
statement is filed late or declared effective late, liquidating damages are
payable to the holders equal to 1 1/2% of the purchase price of the shares up to
a maximum amount of 25%. As long as any Series AA Preferred Stock is
outstanding, the Company must obtain the approval of a majority of the
outstanding shares of the Series AA Preferred Stock to amend its certificate of
incorporation or by-laws or authorize a new class of capital stock which is on
parity with or has priority over the Series AA Preferred Stock.

The holders of the Series AA Preferred Stock have the right to demand that the
Company redeem their shares of Series AA Preferred Stock in the event that a
registration statement, which includes the conversion of the Series AA Preferred
Stock, has not been declared effected by the SEC within one year from the date
that a demand registration notice is given to the Company covering at least 51%
of the Series AA Preferred Stock. After receiving notice of redemption from the
holders of the Series AA Preferred Stock, the Company may not make any capital
expenditures in excess of the amount approved by the Company's board of
directors or acquire any entity or assets of any business for a purchase price
in excess of $200,000. If the Company does not have sufficient funds to redeem
all the outstanding shares, then at the Board of Directors determination, the
redemption will be made over time as funds become available.

Based on the above described contingent mandatory redemption obligation, the
liquidation preference of the Series AA Preferred Stock has been classified as
mezzanine equity.

LEASE OBLIGATIONS

In August 2004 the Company assumed a lease for corporate headquarters held by a
related party. On August 19, 2005, this lease was assumed by Jade Entertainment
Group per the agreement.

As of December 31, 2005, the Company owed $436 under a computer equipment lease
obligation. Final payment of the lease was made in January 2006.

The discussion and analysis of our financial condition and results of operations
are based upon our consolidated financial statements, which have been prepared
in accordance with accounting principles generally accepted in the United
States. The preparation of these financial statements requires us to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues and expenses, and related disclosure of contingent assets and
liabilities. On an on-going basis, we evaluate our estimates, including those
related to income tax and marketing related agreements with our affiliates. We
base our estimates on historical experience and on various other assumptions
that are believed to be reasonable under the circumstances, the results of which
form the basis for making judgments about the carrying values of assets and
liabilities that are not readily apparent from other sources. Actual results may
differ from these estimates under different assumptions or conditions.

RECENT ACCOUNTING PRONOUNCEMENTS

In December 2003, the FASB issued Interpretation No. 46 (revised),
"Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51,"
("FIN 46R"). FIN 46R addresses how a business enterprise should evaluate whether
it has a controlling financial interest in an entity through means other than
voting rights and, accordingly, should consolidate the variable interest entity
("VIE"). Fin 46R replaces FIN46 that was issued in January 2003. All public
companies were required to fully implement FIN 46R no later than the end of the
first reporting period ending after March 15, 2004. The adoption of FIN 46R had
no impact on 110 Media's financial condition or results of operations.

On December 16, 2004, the Financial Accounting Standards Board (FASB) issued
FASB Statement No. 123 (revised 2004), Share-Based Payment, which is a revision
of FASB Statement No. 123, Accounting for Stock-Based Compensation. Statement
123(R) supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees,
and amends FASB Statement No. 95, Statement of Cash Flows. The approach to
accounting for share-based payments in Statement 123(R) is similar to the
approach described in Statement 123. However, Statement 123(R) requires all
share-based payments to employees, including grants of employee stock options,
to be recognized in the financial statements based on their fair values and no
longer allows pro forma disclosure as an alternative to financial statement
recognition. The Company will be required to adopt Statement 123(R) at the
beginning of its quarter ending March 31, 2006. The Company has not determined
what financial statement impact Statement 123(R) will have on the Company.

COMMITMENTS

Our commitments that are required to be disclosed in tabular form as of December
31, 2005 including a subsequent employment and consulting agreements entered
into through March 31, 2005, are as follows;

2006 2007 2008 2009 2010
-------- -------- -------- -------- --------

Convertible Debentures (in default) $125,000 -- -- -- --
Notes payable - Global $ 52,275 -- -- -- --
Due to Stockholders $281,576 -- -- -- --

Redeemable preferred $471,215 -- -- -- --

Operating leases $ 44,436 44,436 7,406 -- --
Employment agreements $240,000 240,000 240,000 240,000 240,000
Consulting agreements $ 60,000 -- -- -- --

OFF BALANCE SHEET ARRANGEMENTS

We do not have any off balance sheet arrangements.

ITEM 7: CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA

Reports are contained herein starting on Page F-1.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

(CHANGED)

Board of Directors
110 Media Group, Inc.
Orlando, Florida

We have audited the accompanying consolidated balance sheet of 110 Media Group,
Inc. and Subsidiary as of December 31, 2005 and the related consolidated
statements of operations, stockholders' deficit 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 financial statements based on our audit.

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 audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. 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 consolidated financial position of 110
Media Group, Inc. and Subsidiary as of December 31, 2005 and the consolidated
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 2 to the
financial statements, the Company has a working capital deficit, negative cash
flows from operations, and losses from inception which raises substantial doubt
about its ability to continue as a going concern. Management's plans in regard
to these matters are also described in Note 2. These consolidated financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.

As discussed in Note 13, the accompanying consolidated financial statements have
been restated.

Bouwhuis, Morrill & Company, LLC
Layton, Utah
April 15, 2006, except for Note 13 as to which the date is May 12, 2006

F-1

110 MEDIA GROUP, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEET

(Restated)

December 31, 2005

ASSETS

CURRENT ASSETS

Cash $ 141,764
Prepaid expenses and other current assets 10,336
-----------

Total Current Assets 152,100

PROPERTY AND EQUIPMENT, Net 440,615
-----------

Other Assets 7,004
-----------

TOTAL ASSETS $ 599,719
===========

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES

Convertible debentures $ 125,000
Accounts payable and accrued expenses 534,437
Notes payable to Global Reach - current portion 52,275
Due to stockholders and affiliates 2,443,830
-----------

TOTAL CURRENT LIABILITIES 3,155,542

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIENCY

Redeemable Preferred Stock - $.001 par value; 450,000
shares authorized Series AA Cumulative Convertible -
438,000 shares issued and outstanding, with rights to
a cumulative 7% dividend
liquidation preferences of $438,000 438,000
Common stock - $0.001 par value; 100,000,000 shares
authorized; 14,269,199 shares issued and outstanding 14,269
Treasury stock (33,333 shares @ $1.05) (35,000)
Stock subscription receivable (106,000)
Unearned compensation (187,500)
Additional paid in capital 5,584,594
Accumulated deficit (8,264,186)
-----------
TOTAL STOCKHOLDERS' DEFICIENCY (2,555,823)
-----------

TOTAL LIABILITIES AND
STOCKHOLDERS' DEFICIENCY $ 599,719
===========

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

F-2

110 MEDIA GROUP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS

(Restated)

For the Years Ended
December 31,
2005 2004
-----------------------------

REVENUE $ 275,412 $ 57,028
- --------------------------------------- ------------ ------------

COSTS AND EXPENSES
Depreciation and amortization 38,849 58,389
Selling and administrative expenses 566,769 829,267
------------ ------------

TOTAL COSTS AND EXPENSES 605,618 887,656
------------ ------------

OPERATING LOSS (330,206) (830,628)
------------ ------------

OTHER INCOME AND(EXPENSES)
Interest (256,591) (334,704)

Gain on settlement of debt -- 25,000
------------ ------------

TOTAL OTHER INCOME AND(EXPENSES) (256,591) (309,704)
------------ ------------

NET LOSS $ (586,797) $ (1,140,332)
============ ============

Basic and Diluted Net Loss Per Share $ (0.05) $ (0.20)
============ ============

Weighted Average Number of Common
Shares Outstanding - Basic and Diluted 11,477,151 5,716,078
============ ============

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

F-3

110 MEDIA GROUP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Restated)

For the Year Ended
December 31,
2005 2004
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (586,797) $(1,140,332)
----------- -----------
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and amortization 38,849 58,389
Common stock issued for services -- 263,695
Note payable, related parties, issued for
services rendered -- 200,000
Changes in operating assets and liabilities:
Prepaid expenses and other current assets (36) (7,004)
Accrued accounts receivable (10,002) (298)
Accrued expenses and other current liabilities 218,420 377,717
----------- -----------

NET CASH USED IN OPERATING ACTIVITIES (339,566) (247,833)
----------- -----------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of computer equipment (82,476) (3,057)
Cash received in recapitalization 129,706 --
----------- -----------

NET CASH PROVIDED (USED) BY
INVESTING ACTIVITIES 47,230 (3,057)
----------- -----------

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from subscriptions receivable 25,000 --
Proceeds from notes payable -- 121,147
Proceeds from notes payable, related parties 162,152 88,275
Repayment of notes payable, related parties -- (48,882)
Proceeds from sale of common stock 250,000 100,000
Repayment of notes payable (4,228) (8,564)
----------- -----------

NET CASH PROVIDED BY
FINANCING ACTIVITIES $ 432,924 $ 251,976
----------- -----------

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

F-4

110 MEDIA GROUP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED

(Restated)

For the Year Ending
December 31,
2005 2004
---------- ----------

NET (DECREASE) INCREASE IN CASH $ 140,588 $ 1,086

CASH - Beginning 1,176 90
---------- ----------

CASH - Ending $ 141,764 $ 1,176
========== ==========

SUPPLEMENTAL DISCLOSURES OF CASH
FLOW INFORMATION

Cash paid during the years for:
Interest $ 960 $ 853
Taxes $ -- $ --

Non-cash investing and financing activities:

Repayment of debt through issuance of common stock 852,936 74,789
Issuance of common stock in connection for
consulting services -- 263,694
Notes payable issued for services rendered -- 200,000
Account spayable converted to note payable -- 40,000
Common stock issued for stock subscription receivable 106,000 25,000
Loan payable converted to contributed capital -- 129,614
Note payable issued to acquire fixed assets -- 6,978
Forgiveness of related party debt thru additional
paid-in capital 1,101,138 --

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

F-5

110 MEDIA GROUP, INC AND SUBSIDIARY
(Formerly Known as Dominix, Inc. and Subsidiary)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY
FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004
(Restated)

Preferred Stock Common Stock Additional
-------------------------------------------------- Treasury Paid-in
Shares Amount Shares Amount Stock Capital
-----------------------------------------------------------------------------

Balance, December 31, 2003 -- -- 5,567,993 $ 5,568 $ -- $ 4,218,737

Common stock issued for debt at $0.76
per share in May 2004 -- -- 75,263 75 -- 57,445

Common stock issued for cash at $0.64
per share in June 2004 -- -- 78,507 79 -- 36,299

Common stock issued for cash at $0.08
per share in November 2004 -- -- 654,227 654 -- 49,346

Common stock issued for stock
subscription receivable at $0.25 per
share in December 2004 -- -- 98,134 98 -- 24,902

Common stock issued for services
rendered at $0.25 per share in
December 2004 -- -- 1,035,092 1,035 -- 293,550

Loans payable converted to contributed
capital due to separation and recission
agreements -- -- -- -- -- 129,164

Net loss for the year ended
December 31, 2004 -- -- -- -- -- --
------------------------------------------------------------------------------

Balance, December 31, 2004 -- -- 7,509,216 7,509 -- 4,809,443

Proceeds from stock subscriptions
receivable -- -- -- -- -- --

Common stock issued for cash at $0.25
per share in January 2005 -- -- 981,340 981 -- 249,019

Common stock issued for debt at $0.76
per share in February 2005 -- -- 61,759 62 -- 47,138

Common stock issued for debt at $3.72
per share in September 2005 -- -- 31,403 31 -- 116,795

Common stock issued for debt at $0.24
per share in September 2005 -- -- 2,858,728 2,859 -- 686,051

Gain on forgiveness of related party debt -- -- -- -- -- 1,101,138

Disposition of Jade Entertainment for
$35,000 via tender of 500,000 shares
of common stock -- -- -- -- (35,000) --

Recapitalization of Global Portals Online,
Inc. through reverse merger with
110 Media, Inc. 438,000 438,000 1,961,399 1,961 -- (1,727,124)

Common stock issued on subscription
at $0.35 per share in December 2005 -- -- 865,354 865 -- 302,135

Change in unearned compensation -- -- -- -- -- --

Net loss for the year ended
December 31, 2005 -- -- -- -- -- --
------------------------------------------------------------------------------

Balance, December 31, 2005 438,000 $ 438,000 14,269,199 $ 14,269 $ (35,000) $ 5,584,594
==============================================================================

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

F-6

Stock
Subscriptions Unearned Accumulated
Receivable Compensation Deficit
--------------------------------------------

Balance, December 31, 2003 $ -- $ -- $(6,537,057)

Common stock issued for debt at $0.76
per share in May 2004 -- -- --

Common stock issued for cash at $0.64
per share in June 2004 -- -- --

Common stock issued for cash at $0.08
per share in November 2004 -- -- --

Common stock issued for stock
subscription receivable at $0.25 per
share in December 2004 (25,000) -- --

Common stock issued for services
rendered at $0.25 per share in
December 2004 -- -- --

Loans payable converted to contributed
capital due to separation and recission
agreements -- -- --

Net loss for the year ended
December 31, 2004 -- -- (1,140,332)
--------------------------------------------

Balance, December 31, 2004 (25,000) -- (7,677,389)

Proceeds from stock subscriptions
receivable 25,000 -- --

Common stock issued for cash at $0.25
per share in January 2005 -- -- --

Common stock issued for debt at $0.76
per share in February 2005 -- -- --

Common stock issued for debt at $3.72
per share in September 2005 -- -- --

Common stock issued for debt at $0.24
per share in September 2005 -- -- --

Gain on forgiveness of related party debt -- -- --

Disposition of Jade Entertainment for
$35,000 via tender of 500,000 shares
of common stock -- -- --

Recapitalization of Global Portals Online,
Inc. through reverse merger with
110 Media, Inc. -- (400,986) --

Common stock issued on subscription
at $0.35 per share in December 2005 (106,000) -- --

Change in unearned compensation -- 213,486 --

Net loss for the year ended
December 31, 2005 -- -- (586,797)
--------------------------------------------

Balance, December 31, 2005 $ (106,000) $ (187,500) $(8,264,186)
============================================

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

F-7

110 MEDIA GROUP, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - BUSINESS AND REVERSE MERGER

On December 5, 2003, Dominix Inc., a publicly-traded Company with no active
business listed on the electronic bulletin board, ("Dominix") acquired 100% of
Jade Entertainment Group, Inc. ("Jade"), a privately-held New York Corporation.
On June 4, 2004, Dominix changed its name to 110 Media Group, Inc. ("110 Media")
and changed its trading symbol on the OTC-Bulletin Board to OTEN.

Pursuant to the Merger, the stockholders of Jade received 743,750 shares of 110
Media's common stock and 82,167 of 110 Media's Series B preferred stock, which
was subsequently converted into 6,834,631 shares of 110 Media's common stock.
After the issuance of common stock pursuant to various conversions including:
(i) notes plus accrued interest into 1,006,270 shares of 110 Media's common
stock, (ii) conversion of series A Preferred Stock into 6,020,116 shares of 110
Media's common stock and (iii) the conversion of series B Preferred Stock into
6,834,631 shares of 110 Media's common stock, the shareholders of Jade owned
approximately 50% of the common stock of the 110 Media. After the merger, the
two largest shareholders of Jade assumed the two highest executive positions of
110 Media and effective 10 days from the mailing of the Company's information
statement to its stockholders they became members of the board of directors of
110 Media.

On August 19, 2005, 110 Media Group, Inc. (the "Company") completed the
disposition of all of the issued and outstanding shares of common stock of our
wholly-owned subsidiary, Jade Entertainment Group, Inc. ("Jade"), to Mr. Raymond
Barton and Mr. Tim Schmidt, former officers and directors of the Company.

The sales price for Jade was Thirty-five Thousand Dollars ($35,000) and it was
paid as follows:

1. return and delivery of 33,333 post-split shares of the Company's common
stock; and

2. the cancellation of the following individuals' employment agreements with the
Company, as well as the delivery of general releases from each of them:

Tim Schmidt
Raymond Barton
Michael Barton

The Company will continue to operate its Web1000 division which provides free
webhosting in both the mainstream and adult markets.

F-8

110 MEDIA GROUP, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(RESTATED)

NOTE 1 - BUSINESS AND REVERSE MERGER - CONTINUED

The terms of the transaction were negotiated between current management and its
former officers and directors. The Company hired an independent appraiser to
determine the fair value of Jade as of June 30, 2005.

NOTE 2 - GOING CONCERN AND MANAGEMENTS PLANS

The accompanying consolidated financial statements have been prepared using
generally accepted accounting principles applicable to a going concern which
contemplates the realization of assets and liquidation of liabilities in the
normal course of business. As reported in the consolidated financial statements,
the Company has incurred losses of approximately $8,265,000 from inception of
the Company through December 31, 2005, has negative cash flows from operations,
and is in default on certain convertible notes payable. The Company's
stockholders' deficiency at December 31, 2005 was $2,993,823 and its current
liabilities exceeded its current assets by $2,963,223.These factors combined,
raise substantial doubt about the Company's ability to continue as a going
concern. Management's plans to address and alleviate these concerns are as
follows:

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

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

F-9

110 MEDIA GROUP, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(RESTATED)

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

a. Accounting Method

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

b. Cash and Cash Equivalents

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

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

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

d. Revenue Recognition Policy

Revenue recognized through December 31, 2005 represents revenue from its
redirect traffic and other media entertainment. The Company receives a fee for
revenue generated under the sale of other media

F-10

110 MEDIA GROUP, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(RESTATED)

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

entertainment that is recognized upon shipment of the merchandise. Sales
generated from list services are recognized upon completion of services.
Revenues generated from Web1000.com site consists of monthly fees paid to the
Company for redirect traffic.

e. Allowance for Doubtful Accounts

Accounts receivable are recorded net of the allowance for doubtful accounts. The
Company generally offers 30-day credit terms on sales to its customers and
requires no collateral. The Company maintains an allowance for doubtful accounts
which is determined based on a number of factors, including each customer's
financial condition, general economic trends and management judgment. As of
December 31, 2005, the allowance for doubtful accounts was $-0-. Bad debt
expense was $-0- for the years ended December 31, 2005 and 2004.

f. Basic Net Loss per Share of Common Stock

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

December 31,
2005 2004
------------ ------------
Net loss (numerator) $ (586,797) $ (1,140,332)
Weighted average shares
outstanding (denominator) 11,477,151 5,716,078
------------ ------------
Net loss per share amount $ (0.05) $ (0.20)
============ ============

Securities that could potentially dilute basic earnings per share ("EPS") in the
future that were not included in the computation of diluted EPS because to do so
would have been anti-dilutive for the periods presented consist of the
following:

No. of Shares
-------------
Convertible debentures (assumed conversion at $.15) 61,905
Warrants to purchase common stock - finders 1,750
Warrants to purchase common stock - debentures 33,542

Warrants issued to consultant 16,667
Series AA 7% Convertible Preferred Stock (and
Cumulative dividends (assumed conversion at $.15) 146,852
-------------

Total as of December 31, 2005 260,716
=============

F-11

110 MEDIA GROUP, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(RESTATED)

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

g. Recent Accounting Pronouncements

In December 2002, the Financial Accounting Standards Board issued SFAS No. 148,
"Accounting for Stock Based Compensation-Transition and Disclosure-an amendment
of FASB Statement No. 123" which is effective for financial statements issued
for fiscal years ending after December 15, 2002. This Statement amends SFAS 123,
Accounting for Stock-Based Compensation, to provide alternative methods of
transition for a voluntary change to the fair value based method of accounting
for stock-based employee compensation. In addition, this Statement amends the
disclosure requirements of SFAS 123 to require prominent disclosures in both
annual and interim financial statements about the method of accounting for
stock-based compensation and the effect of the method used on reported results.
The adoption of SFAS No. 148 did not have a material effect on the financial
statements of the Company.

In April 2003, the Financial Accounting Standards Board issued SFAS No. 149,
Amendment of Statement 133 on Derivative Instruments and Hedging Activities"
which is effective for contracts entered into or modified after June 30, 2003
and for hedging relationships designated after June 30, 2003. This statement
amends and clarifies financial accounting for derivative instruments embedded in
other contracts (collectively referred to as derivatives) and hedging activities
under SFAS 133. The adoption of SFAS No. 149 did not have a material effect on
the financial statements of the Company.

In May 2003, the Financial Accounting Standards Board issued SFAS No. 150,
"Accounting for Certain Financial Instruments with Characteristics of both
Liabilities and Equity" which is effective for financial instruments entered
into or modified after May 31, 2003, and is otherwise effective at the beginning
of the first interim period beginning after June 15, 2003. This Statement
establishes standards for how an issuer classifies and measures in its statement
of financial position certain financial instruments with characteristics of both
liabilities and equity. It requires that an issuer classify a financial
instrument that is within its scope as a liability (or an asset in some
circumstances) because that financial instrument embodies an obligation of the
issuer. The adoption of SFAS No. 150 did not have a material effect on the
financial statements of the Company.

In January 2003, the Financial Accounting Standards Board issued FASB
Interpretation No. 46 "Consolidation of Variable Interest Entities." FIN 46
provides guidance on the identification of entities for which control is
achieved through means other than through voting rights, variable interest
entities, and how to determine when and which business enterprises should
consolidate variable interest entities. This interpretation applies immediately
to variable interest entities created after January 31, 2003. It applies in the
first fiscal year or interim period beginning after June 15, 2003, to variable
interest

F-12

110 MEDIA GROUP, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(RESTATED)

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

entities in which an enterprise holds a variable interest that it acquired
before February 1, 2003. The adoption of FIN 46 did not have a material effect
on the financial statements of the Company.

h. Income Taxes

The Company accounts for income taxes in accordance with Statement of Financial
Accounting Standards Board (SFAS) No. 109, "Accounting for Income Taxes." Under
this method, deferred income taxes are determined based on the difference
between the financial statement and tax bases of assets and liabilities using
enacted tax rates in effect for the year in which differences are expected to
reverse. In accordance with the provisions of SFAS No. 109, a valuation
allowance would be established to reduce deferred tax assets if it were more
likely than not that all or some portion of such deferred tax assets would not
be realized. A full allowance against deferred tax assets was provided as of
December 31, 2005.

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

i. Advertising Costs

Advertising costs are expensed as incurred. For the years ended December 31,
2005 and 2004 advertising expenses were $4,600 and $1,084 respectively.

j. Principles of Consolidation

The consolidated financial statements include the accounts of 110 Media Group,
Inc. and its wholly-owned subsidiary Global Portals Online, Inc. All significant
intercompany accounts and transactions have been eliminated in the
consolidation.

F-13

110 MEDIA GROUP, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(RESTATED)

NOTE 4 - STOCK-BASED COMPENSATION

The Company follows SFAS No. 123, "Accounting for Stock-Based Compensation."
SFAS No. 123 establishes accounting and reporting standards for stock-based
employee compensation plans. This statement allows companies to choose between
the fair value-based method of accounting as defined in this statement and the
intrinsic value-based method of accounting as prescribed by Accounting
Principles Board Opinion No. 25 ("APB 25"), "Accounting for Stock Issued to
Employees."

The Company has elected to continue to follow the accounting guidance provided
by APB 25, as permitted for stock-based compensation relative to the Company's
employees. Stock and options granted to other parties in connection with
providing goods and services to the Company are accounted for under the fair
value method as prescribed by SFAS 123.

In December 2002, the Financial Accounting Standard Board ("FASB") issued SFAS
No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure -
an Amendment of SFAS Statement No. 123". This statement amends SFAS No. 123 to
provide alternative methods of transition for a voluntary change to the fair
value-based method of accounting for stock-based employee compensation. In
addition, SFAS No.148 amends the disclosure requirements of SFAS No. 123 to
require prominent disclosures in both annual and interim financial statements
about the method of accounting for stock-based employee compensation and the
effect of the method used on reported results. SFAS No. 148 also requires that
those effects be disclosed more prominently by specifying the form, content, and
location of those disclosures. The Company adopted the increased disclosure
requirements of SFAS No. 148 during the year ended December 31, 2003.

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

Net loss applicable to common stockholders,
As reported $ (586,797) $ (1,140,332)

Add: stock-based employee compensation
expense included in reported net loss
applicable to common stockholders 305,341 115,300

Less: total stock-based employee
compensation expense determined
under the fair value-based method of
all awards (305,341) (115,300)
------------ ------------
Proforma Net Loss Applicable to Common
Stockholders $ (586,797) $ (1,140,332)
============ ============
Weighted Average Number of Common
Shares Outstanding - Basic and Diluted 11,477,151 5,716,078
============================

Basic and Diluted Net Loss Applicable to
Common Stockholders:
As reported $ (0.05) $ (0.20)
============ ============
Proforma $ (0.16) $ (0.38)
============ ============

F-14

110 MEDIA GROUP, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(RESTATED)

NOTE 5 - PROPERTY AND EQUIPMENT, NET

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

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

Computer equipment $311,995
Office equipment 2,611
Websites 431,000
-------
Total 745,606

Less: accumulated depreciation (304,991)
-------

Property and Equipment, Net 440,615
=======

Depreciation and amortization expense for the period ended December 31, 2005 and
2004 was $38,849 and $58,389, respectively.

F-15

110 MEDIA GROUP, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(RESTATED)

NOTE 6 - CONVERTIBLE DEBENTURES

Convertible debentures at December 31, 2005 consist of the following:

a. Convertible debenture, due on demand, bearing interest at 8% per
annum. The debenture contains a provision for conversion at the
holder's option including accrued interest, into the Company's
common stock at a conversion price equal to 70% of the average
closing bid price per share of common stock for the five-day period
prior to such conversion. The related beneficial conversion feature
has been fully charged to interest expense by Dominix in prior
years. $ 100,000

b. Convertible debenture, due on demand, bearing interest at 13% per
annum. The debentures contain a provision for conversion, at the
holder's option including accrued interest, into the Company's
common stock at a conversion price equal to 70% of the average
closing bid price per share of common stock for the five-day period
prior to such conversion. The related beneficial conversion feature
has been fully charged to interest expense in prior years. 25,000

c. On July 1, 2005 a convertible promissory note holder, Michael
Gunther, assigned his $5,000 convertible promissory note from 110
Media Group, Inc. to Vanguard Capital LLC and Blue Ridge Services.
Blue Ridge Services in turn assigned its portion of the note to
Spidey Consultants. On August 9, 2005, Vanguard Capital LLC and
Spidey Consultants converted the note, plus accrued interest of
approximately $2,505 into an aggregate of 60,000 post-split shares
of the Company's common stock. -0-
-----------
Total convertible debentures 125,000
Less: current portion (125,000)
-----------
Long-Term Debt, Net of Current Portion $ -0-
===========

F-16

110 MEDIA GROUP, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(RESTATED)

NOTE 7 - NOTES PAYABLE TO STOCKHOLDERS

As of June 30, 2005 Raymond Barton, CEO and Timothy Schmidt, President advanced
the Company $29,566 and $34,566, respectively, for working capital purposes,
evidenced by secured promissory notes. The notes bear interest at 8% per annum.
On August 17, 2005 by Board Resolution, Mr. Barton converted $16,092.83 of his
total outstanding note into 107,286 post-split shares and received $16,092.83 in
cash to settle the remaining debt which included accrued interest. Mr. Schmidt
converted $18,329.26 into 122,195 post-split shares and received $18,329.83 in
cash to settle the remaining debt which included accrued interest.

As of December 31, 2005, a stockholder, Steven Horowitz, advanced the Company
$1,146,016 for working capital purposes. The Company agreed to pay interest at
8% per annum and the notes are all due July 31, 2005. Mr. Horowitz extended the
notes 270 days.

On December 5, 2004, the Company acquired certain intangible assets, primarily
URL's from Global Reach, Inc. including a website known as Web1000.com along
with certain other intangible assets related to that website. The Company signed
a note for $100,000 at 6% per annum, payable over 12 months beginning January 1,
2005. In March 2005 Global extended payments until June 2006. At December 31,
2005 the company had an outstanding principal balance of $52,275.

As of December 31, 2005 William Mobley, Chairman of the Board and Andre Ford,
President advanced the Company $744,006 and $263,503, respectively. Interest at
6% per annum and due in full January 2007.

As of December 31, 2005 two stockholders advanced the Company $37,000 and
$8,750, respectively. Interest at 6% per annum and due in full January 2007 and
on demand, respectively.

As of December 31, 2005 related company advanced the Company $244,556. Interest
at 6% per annum and due in full January 2007.

Accrued interest as of December 31, 2005 on these notes amounted to $398,622 and
is included in accounts payable and accrued expenses. (see Note 8)

NOTE 8 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES ACCOUNTS PAYABLE AND ACCRUED
expenses at December 31, 2005 consist of the following:

Interest $398,622
Accrued preferred dividend 33,215
Professional fees 28,500
Accrued Compensation 10,662
Other 63,438
--------

$534,437
========

F-17

110 MEDIA GROUP, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(RESTATED)

NOTE 9 - STOCKHOLDERS' DEFICIENCY

STOCK BASED COMPENSATION

On February 18, 2005, in connection with its 2003 Equity Incentive Plan, the
Company issued 14,668 post-split shares of its common stock to several
individuals for services valued at $44,000.

On July 12, 2005, the Company entered into a Management Services Agreement (the
"Agreement") with Global Portals Online, Inc. ("Global Portals"). The term of
the Agreement is for twenty-four (24) months commencing as of July 1, 2005. The
agreement called for the issuance of 200,000 post-split shares of the Company's
common stock (see note 10)valued at $330,000. It has been recorded in unearned
consulting fees and is being amortized over the life of the agreement. Unearned
consulting fees at December 31, 2005 amounted to $254,375.00. On December 22,
2005 the Company acquired Global Portals, all intercompany transactions have
been eliminated.

WARRANTS GRANTED

The Company granted warrants to purchase for six months from the date of
issuance a total of 33,542 post-split shares of its common stock at an exercise
price of $1.00 of the Company's Common Stock in connection with the placement of
$575,000, 7% convertible debentures. On July 29, 2004 the Company modified the
terms of the warrants and extended the maturity date an additional six months to
May 30, 2006. The number of warrants and exercise price has been adjusted to
reflect the 0.75 stock split affected in the form of a dividend in July 2004.

In November 2004, the Company granted to two related party consultants warrants
to purchase a total of 66,667 post-split shares of the Company's common stock at
an exercise price of $1.50. The warrants have a term of ten years. The Company
valued the warrants at $185,200 using the Black-Scholes pricing model. The value
of the warrants was recorded during the year ended December 31, 2004 as
compensatory element of stock issuance.

In January of 2005, one of the consultants exercised his warrants and purchased
50,000 post-spit shares of the Company's common stock for $75,000. The purchase
price of $75,000 was paid by reducing a note payable due to this related party.

F-18

110 MEDIA GROUP, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(RESTATED)

NOTE 9 - STOCKHOLDERS' DEFICIENCY, CONTINUED

2003 EQUITY INCENTIVE PLAN

The Company has a "2003 Equity Incentive Plan" for key employees, Consultants
and stockholders by providing them with additional incentives and an opportunity
to obtain or increase their proprietary interest in the Company, thereby
encouraging them to continue in the employ of the Company or any of its
affiliates. The plan designates the Board of Directors the authority to grant or
award to eligible participants of the Company and its subsidiaries and
affiliates, until November 17, 2013, stock options, stock appreciation rights,
restricted stock performance stock awards and bonus stock awards for up to
350,000 post-split shares of the Company's common stock. On November 13, 2003,
the Board of Directors awarded to several employees and consultants 58,334
post-split shares of restricted stock valued at $150,000.

REVERSE SPLIT

On October 4, 2005 the Company effected a 1 for 15 reverse stock split with
respect to all common shares outstanding held of record as of the close of
business on July 15, 2005. All references to shares issued and outstanding in
the consolidated financial statements have been retroactively restated to
reflect the effects of the reverse stock split.

SERIES AA PREFERRED STOCK

On December 2 and December 3, 2004, 110 Media Group, Inc. (the "Company")
entered into two Series AA Stock Purchase Agreements (the "Agreements") with
Bruges Realty Corp Charitable Remainder Trust (the "Investor") relating to the
private placement of an aggregate of 438,000 shares of newly authorized Series
AA Preferred Stock ("Series AA Shares"). The Investor purchased 200,000 Series
AA Shares on December 2, 2004 and an additional 238,000 Series AA Shares on
December 3, 2004, each pursuant to the Agreements, the form of which is an
exhibit to this report. The purchase price of the Series AA shares was $1.00 per
share, yielding proceeds of $438,000, before legal expenses of $7,500.

The Agreements, in addition to the kinds of representations and warranties
typical of this type of private placement, have provisions which require the
Company to register shares of its common stock issuable upon the conversion of
the Series AA Shares upon the demand of the holders of 51% of the outstanding
Series AA Shares given no earlier than June 2, 2005.

The Series AA Shares have a liquidation preference of $1.00 per share and the
right to receive cumulative dividends of 7% per year. Dividends, when declared
may be paid in shares of common stock of the Company at the holders option, or
at the Company's option if the shares to be issued may be resold pursuant to an
effective registration statement under the Securities Act of 1933, as amended
(the "Act") or can be immediately resold in reliance upon and exemption from
registration. The Series AA Shares are convertible at the holder's option into
that number of shares as are determined by dividing the liquidation preference,
including any unpaid cumulative dividends, by $0.20 (as adjusted pursuant to
anti-dilution provisions contained in the designation creating the series). The
shares may be redeemed at the Company's option for 125% of the liquidation
preference (including accrued and unpaid dividends) and must be redeemed by the
Company upon demand if the shares of Common Stock which may be issued on
conversion are not registered for sale under the Act one year after the holders
have requested registration.

F-19

110 MEDIA GROUP, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(RESTATED)

NOTE 10 - COMMITMENTS AND CONTINGENCIES

LEASE OBLIGATIONS

The Company abandoned office space during 2001 under three separate lease
agreements, which provide for average minimum monthly lease payments remaining
under the lease agreements ranging from approximately $3,000 to $22,000 per
month expiring in various years through 2007. The Company is contingently liable
for liquidating damages for the failure to observe covenants contained in the
leases and any deficiency between the rent commitments and the net amount of any
rents collected by the landlords for the demised premises for each month of the
period, which would otherwise have constituted the balance of the term of the
leases, including expenses incurred by the landlords in connection with
re-letting the space. The estimated liquidating damages for the re-let space as
of September 30, 2005 approximate the security deposits retained by the
landlords in accordance with these lease agreements.

In August 2004 the Company assumed a lease for corporate headquarters held by a
related party. On August 19, 2005, this lease was assumed by Jade Entertainment
Group per the agreement.

As of December 31, 2005, the Company owed $436 under a computer equipment lease
obligation. Final payment of the lease was made in January 2006.

EMPLOYMENT AGREEMENTS

The Company had employment contracts with three key employees through February
2008, which were amended on February 15, 2005. On August 19, 2005 these
agreements were terminated in connection with the disposition of the wholly
owned subsidiary.

ADDITIONAL EMPLOYMENT AGREEMENTS

On October 5, 2004 the Company entered into an employment agreement with Mark
Figula. The term of the agreement is for three (3) years commencing on October
1, 2004. Mr. Figula will serve as the Company's Vice President of Business
Development. During the term of the agreement, the Company shall pay Mr. Figula
an annual salary of $150,000. Mr. Figula shall also be entitled to a quarterly
bonus equal to 10% of the Company's net operating income for any fiscal quarter.
Such bonus shall be increased to 15% in the event the Company achieves net
quarterly operating income in excess of $250,000 for any fiscal quarter.
Pursuant to the Agreement, the Company issued to Mr. Figula 166,667 post-split
shares of its common stock valued at $375,000. The shares are subject to
cancellation based on the following schedule in the event the Agreement is
terminated by (i) Mr. Figula voluntarily and without cause; (ii) mutual
agreement between Mr. Figula and the Company, or (iii) by the Company for cause
(as defined in the Agreement).

F-20

110 MEDIA GROUP, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(RESTATED)

NOTE 10 - COMMITMENTS AND CONTINGENCIES, CONTINUED

Additional Employment Agreements - continued Shares post-split subject to
cancellation:

At the end of twelve months: 83,333 At the end of eighteen months: 41,667

In addition, the shares of common stock issued to Mr. Figula have "piggy-back"
registration rights. The value of this stock issuance is being amortized over
the term of the employment agreement. As of September 30, 2005 Stock based
compensation of $ 187,500 has been recognized.

On October 2005 the Company terminated the employment of Mark Figula for cause.
In addition, the Company has notified it's transfer agent to place a "stop
transfer" on the 166,667 shares of common stock issued to Mr. Figula upon
signing his employment agreement.

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

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

CONSULTING AGREEMENTS

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

On September 16, 2004 the Company entered into a consulting agreement with
Cioffi Business Management Services "CBMS". The consulting agreement is for an
initial term of three (3) months. The Company has agreed to compensate CBMS
$15,000 as well as issue the consultant 3,333 shares of its common stock for the
initial three (3) month term. During the term of the consulting agreement, the
principal shareholder of the consultant, Mr. Darren J. Cioffi, will act as the
Company's interim Chief Financial Officer.

F-21

110 MEDIA GROUP, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(RESTATED)

NOTE 10 - COMMITMENTS AND CONTINGENCIES, CONTINUED

On February 8, 2005, the Company entered into a new Consulting Agreement with a
CBMS for a six- (6) month term ("Second Term"). During the Second Term, the
Company has agreed to compensate CBMS $30,000 and issued Mr. Cioffi 6,667 shares
of its common stock under the Company's 2003 Equity Incentive Plan.

On November 8, 2004 the Company entered into a six month consulting agreement
with Mirador Consulting Inc. for investor relation services. The Company agreed
to compensate consultant a fee of $4,000 per month for the term of the
agreement. The Company also agreed to sell the consultant 33,333 post-split of
restricted common stock at par value.

The difference between the value of the shares of $105,000 and the par value of
$500 has been charged to operations over the six-month period of the consulting
agreement.

In January 2005 the Company entered into a consulting agreement with Bayhill
Partners for investor relation services. The agreement called for payments of
$76,500 of consideration. A Shareholder made payments of cash and stock to
satisfy this obligation.

F-22

110 MEDIA GROUP, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(RESTATED)

NOTE 11 - SUBSEQUENT EVENTS

On January 2, 2006 the Company entered into a consulting agreement with Cioffi
Business Management Services "CBMS". The consulting agreement is for an initial
term of six (6) months. The Company has agreed to compensate CBMS $30,000 as
well as issue the consultant 30,000 shares of its common stock for the initial
six (6) month term. During the term of the consulting agreement, the principal
shareholder of the consultant, Mr. Darren J. Cioffi, will act as the Company's
Chief Financial Officer.

NOTE 12 - PROFORMA FINANCIAL INFORMATION

The accompanying unaudited condensed combined pro forma statement of operations
for the year ended December 31, 2005 is presented as though the acquisition had
taken place on January 1, 2005.

The unaudited condensed combined pro forma statement of operations was derived
by adjusting 110 Media Group, Inc.'s historical financial statements for the
acquisition of Global. The unaudited condensed combined pro forma statement of
operations is provided for informational purposes only and should not be
construed to be indicative of the combined Company's results of operations had
the transaction been consummated on the date indicated and do not project it's
results of operations for any future period.

F-23

110 MEDIA GROUP, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(RESTATED)

110 MEDIA, INC.
PROFORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
12/31/2005

110 Media Jade Global Portals Proforma Combined
Group, Inc. Entertainment Online, Inc. Adjustments Totals
---------------------------------------------------------------------------

Revenue (127,923) (35,310) (275,412) -- (438,645)
---------------------------------------------------------------------------

Costs and Expenses
Cost of revenue 84,003 342 -- -- 84,345
Compensatory element of stock transactions 305,341 -- -- -- 305,341
Depreciation and amortization 167,893 1,789 38,849 -- 208,531
Selling, general and administrative 1,004,007 26,914 566,769 -- 1,597,690
---------------------------------------------------------------------------
Total Operating Expenses 1,561,244 29,045 605,618 -- 2,195,907
---------------------------------------------------------------------------

Other Income (Expenses):
Interest expense 200,144 -- 256,591 -- 456,735
Loss on sale of subsidiary 210,256 -- -- -- 210,256
---------------------------------------------------------------------------
Total Other Income (Expenses) 410,400 -- 256,591 -- 666,991
---------------------------------------------------------------------------

Income Tax Expense -- -- -- -- --
---------------------------------------------------------------------------

Preferred Stock Dividend 30,660 -- -- -- 30,660
---------------------------------------------------------------------------

NET (INCOME) LOSS 1,874,381 (6,265) 586,797 -- 2,454,913
===========================================================================

Proforma Basic and Diluted Net Loss Per Share $ (0.22)
===========

Weighted Average Number of Common Shares
Outstanding - Basic and Diluted 11,477,151
===========

NOTE 13 - RESTATED FINANCIAL STATEMENTS

Subsequent to issuing the Company's financial statements on Form 10-KSB for the
year ended December 31, 2005, the Company discovered certain errors in the
previously issued consolidated financial statements. These consolidated
financial statements have been restated to correct for these errors which are as
follows:

The previously issued consolidated financial statements did not correctly
present the effects of 110 Media's reverse acquisition and recapitalization of
Global. The 2005 and 2004 comparative balances in these consolidated financial
statements have been restated to appropriately present the history of Global
which is the acquirer for accounting purposes. While 110 Media in the acquirer
for legal purposes the previously issued consolidated financial statements
incorrectly presented the acquisition as though 110 Media were also the acquirer
for accounting purposes.

F-24

ITEM 8: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES

On April 18, 2005, based upon the recommendation of and approval by our audit
committee and the board of directors, we dismissed Marcum & Kliegman LLP ("M&K")
as our independent auditor and engaged Wolinetz & Lafazan & Co. to serve as our
independent auditor for the fiscal year ending December 31, 2005.

M&K's reports on our consolidated financial statements for each of the fiscal
years ended December 31, 2004 and 2003 did not contain an adverse opinion or
disclaimer of opinion, nor were they qualified or modified as to uncertainty,
audit scope or accounting principles. However, M&K's reports each contained an
explanatory paragraph about our ability to continue as a going concern.

During the years ended December 31, 2004 and 2003 and through April 18, 2005
there were no disagreements with M&K on any matter of accounting principle or
practice, financial statement disclosure or auditing scope or procedure which,
if not resolved to M&K's satisfaction, would have caused them to make references
to the subject matter in connection with their reports of our consolidated
financial statements for such years. In addition, we believe there were no
reportable events as defined in Item 304(a)(1)(iv)(B) of Regulation S-B except
for material weaknesses in our system of internal controls communicated to us by
M&K as disclosed in Item 8A on our 2004 10-KSB filed on April 15, 2005.

On February 16, 2006, based upon the recommendation of and approval by our board
of directors we dismissed Wolinetz & Lafazan & Co. ("W&L") as our independent
auditor and engaged Bouwhuis, Morrill & Company to serve as our independent
auditor for the fiscal year ending December 31, 2005.

We hired W&L on April 18, 2005 to be our auditors for the fiscal year ending
December 31, 2005, but as a result of the acquisition on December 22, 2005 of
Global Portals Online, Inc. and the resulting change of control, our new board
decided to utilize the services of Bouwhuis Morrill & Company to serve as our
auditors for the fiscal year ending December 31 2005. Accordingly, W&L never
reported on our financial statements, but did review our unaudited statements
included in our Form 10-QSB filed during the time of their engagement.

From April 18, 2005 through February 16, 2006, there were no disagreements with
W&L on any matter of accounting principal or practices, financial statement
disclosure or auditing scope or procedure which, if not resolved to W&L's
satisfaction would have caused them to make references to the subject matter in
connection with their report. In addition, we believe there were no reportable
events as defined in Item 304(a)(1)(iv)(B) of Regulation S-B except for material
weaknesses in our system of internal controls communicated to us by M&K as
disclosed in item 8A in our 2004 10-KSB filed on April 15, 2005.

ITEM 8A CONTROLS AND PROCEDURES. (CHANGED)

Our Chief Executive Officer and Chief Financial Officer, based on
evaluation of our disclosure controls and procedures (as defined in Rules
13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended)
required by paragraph (b) of Rule 13a-15 or Rule 15d-15, as of December 31, 2005
and as of May 31, 2006, have concluded that our disclosure controls and
procedures were effective in ensuring that information required to be disclosed
by us in the reports that we file or submit under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the
Commission's rules and forms. Our Chief Executive Officer and Chief Financial
Officer also concluded that, as of December 31, 2005 and as of May 31, 2006, our
disclosure controls and procedures are effective in ensuring that information
required to be disclosed by us in the reports that we file or submit under the
Exchange Act is accumulated and communicated to our management, including our
Chief Executive Officer and Chief Financial Officer, to allow timely decisions
regarding required disclosure.

As previously disclosed in connection with the preparation of Amendment No. 2 to
Form 10-KSB for the year ended December 31, 2005, management, under the
supervision of the Chief Executive Officer and Chief Financial Officer,
conducted an evaluation of disclosure controls and procedures. Based on that
evaluation, the Chief Executive Officer and Chief Financial Officer concluded
that our disclosure controls and procedures were effective as of December 31,
2005 and as of May 31, 2006, and that we stand by our initial assessment that
the factors which resulted in the restatement were caused by a lack of
consistent authoritative guidance and not a failure to detect and assess the
issues and collect relevant data. (CHANGED)

Marcum & Kliegman, LLP, who served as our independent registered public
accounting firm in connection with our December 31, 2004 audit, advised us that
during their performance of audit procedures for 2004 and review procedures
related to our unaudited interim financial statements for the quarter ended
September 30, 2004 two material weaknesses, as defined in Public Company
Accounting Oversight Board Standard No. 2, in our internal control over
financial reporting then existed, as follows: (CHANGED)

1. Insufficiently skilled personnel compounded by a lack of human
resources and expected near-term significant turnover within our
accounting and financial reporting function. Also, we were advised
to improve controls surrounding adequate monitoring and oversight of
the work performed by accounting and financial reporting personnel.
In September 2004 we entered into a Consulting Agreement with Cioffi
Business Management Services. During the term of the Consulting
Agreement, the principal shareholder of the consultant, Mr. Darren
Cioffi, became the Company's Chief Financial Officer. Mr. Cioffi
established a set of controls and procedures surrounding monitoring
and oversight of worked performed by accounting and financial
reporting personnel. (CHANGED)

2. Insufficient analysis, documentation and review of the selection and
application of generally accepted accounting principles to
significant non-routine transactions, including the preparation of
financial statement disclosures relating thereto. In September 2004
we entered into a Consulting Agreement with Cioffi Business
Management Services. During the term of the Consulting Agreement,
the principal shareholder of the consultant, Mr. Darren Cioffi,
became the Company's Chief Financial Officer. Mr. Cioffi established
a set of controls and procedures that sufficiently document, review
and analyze the selection of generally accepted accounting
principles to significant non-routine transactions, including the
preparation of financial statement disclosures relating therto.
(CHANGED)

As a result of the foregoing and after review of our controls and procedures,
our Chief Executive Officer and Chief Financial Officer were able to conclude
that our disclosure controls and procedures were effective as of December 31,
2005 and May 31, 2006. (CHANGED)

In addition to the matters discussed above, the independent registered public
accounting firm responsible for the audit of 110 Media Group, Inc.'s financial
statements as of and for the year ending December 31, 2007 must attest to and
issue a report on management's assessment of the design and operational
effectiveness of our internal control over financial reporting. Although we
intend to conduct a rigorous review of our internal control over financial
reporting to help achieve compliance with the Section 404 requirements of the
Sarbanes-Oxley Act, if our independent registered public accounting firm is not
satisfied with our internal control over financial reporting or with the level
at which it is documented, designed, operated or reviewed, they may decline to
attest to management's assessment or may issue a qualified report identifying
either a significant deficiency or a material weakness in our internal controls.
This could result in significant additional expenditures responding to the
Section 404 internal control audit, a diversion of management attention and
potentially an adverse reaction to our common stock in the financial markets.

LIMITATIONS OF DISCLOSURE CONTROLS AND PROCEDURES

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

PART III

ITEM 9: DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT

Each director shall be elected or the term of one year and until his successor
is elected and qualified, or until his earlier resignation, death, or removal.
There are currently two vacancies on the board which may be filled by the sole
director or by vote of the company's shareholders. Officers of the Company serve
at the discretion of the Board of Directors. As of March 31, 2006, our executive
officers and directors are as follows:

Name Age Position Appointed
---- --- -------- ---------

William Mobley 43 Chairman and
Chief Executive Officer December 22, 2005
Andre Ford 36 President December 22, 2005
Darren Cioffi 40 Chief Financial Officer September 16, 2004

WILLIAM MOBLEY

William Mobley, currently Chief Executive Officer, and Chairman of the Board.
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.

ANDRE FORDE

Andre Forde, President of 110 Media Group, Inc. Andre Forde currently serves as
Director and President of Global Portals Online, Inc. formerly Personal Portals
Online, Inc. He conceived the idea of Personal Portals in December 1999 upon
departure from ImageCafe www.imagecafe.com (acquired by Network Solutions, Inc.,
a VeriSign, Inc. company in Nov. 1999 for $25M.) where he was the Founder and
visionary of that company. Forde sought William Mobley's interest to partner on
Personal Portals Online, compounded by a need to develop a more extensive
"consumer version" of Image Cafe and together founded Personal Portals Online,
Inc. in April 2000.

Prior to Image Cafe, Forde worked with Mobley on commercial designs for World
Commerce Online and various other brand organizations. Forde has been in the
technology industry since 1988 developing interactive multimedia applications
for IBM, AT&T, MCI, NASA, and various other Fortune 500 companies.

Forde attended Morgan State University in Baltimore and was sponsored by NASA to
study Electrical Engineering, but found the profession didn't allow him to be
artistically creative. He changed his major to Mass Communications so he could
hone his abilities in interactive design and communications, and balanced his
creative abilities with a minor in Physics and Math.

DARREN CIOFFI

Mr. Cioffi was appointed the Company's Chief Financial Officer on September 16,
2004. Mr. Cioffi, established Cioffi Business Management Services in 2001.
Cioffi Business Management Services is a management consulting firm engaged in
offering consulting and management services to established as well as startup
companies. From 2000 to 2001 Mr. Cioffi was Chief Operating Officer of
Thinkersgroup.com, where he was responsible for the development and
implementation of the organizational structure as well as day-to-day operations.
From 1998 to 2000 Mr. Cioffi was Vice President of Consulting Services for Total
Business Solutions, where he specialized in the implementation and sales of
Customer Relationship Management and Back office Accounting Solutions through
one on one and group collaboration with Total Business Solutions clients. From
1995 - 1998, he served as Controller and Vice President of Sales for Comptech
Resources. While at Comptech, he helped the Company earn the distinction as the
first Platinum reseller of GoldMine software on Long Island. He also developed
Long Island's first GoldMine authorized training center. In October 1998,
following Paratech Resources, Inc.'s acquisition of Comptech, Mr. Cioffi was
named General Manager of Consulting Services. He also spent two years in public
accounting for the firm of Pannell Kerr Forster and served as Assistant
Controller for the Seafield Center from 1991-1995. Mr. Cioffi earned a BS in
Accounting from Long Island University. He is also a member of the National
Society of Accountants and is accredited by the Accreditation Council for
Accounting & Taxation, Inc.

DIRECTORS' COMPENSATION

We have a policy of not granting fees to directors who attend a regularly
scheduled or special board meeting, however, we may reimburse out-of-state
directors for their cost of travel and lodging to attend such meeting.

CODE OF ETHICS

We have adopted a Code of Ethics and Business Conduct for our officers and
directors and a Code of Ethics for Financial Executives that applies to all of
our executive officers, directors and financial executives. Copies of these
codes we filed as exhibits to our Form 10-KSB report for the year ended December
31, 2003.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers and persons who own more than ten percent of a
registered class of the Company's equity securities to file with the Securities
and Exchange Commission initial reports of ownership and reports of changes in
ownership of common stock and other equity securities of the Company. Officers,
directors and greater than ten percent shareholder are required by SEC
regulation to furnish the Company with copies of all Section 16(a) forms they
file.

To the Company's knowledge, based solely on review of the copies of such reports
furnished to the Company and written representations that no other reports were
required, during the fiscal year ended December 31, 2005 all Section 16(a)
filings requirements applicable to its officers, directors and greater than ten
percent beneficial owners were complied with.

MEETINGS

During the fiscal year ended December 31, 2005, the board met informally 5 times
and all directors attended the meeting. The board also took action by written
consent.

REPORT OF THE AUDIT COMMITTEE

Our Audit Committee currently has only one member, William Mobley, CEO and or
sole director.

The Audit Committee serves in an oversight capacity and is not intended to be
part of the Company's operational or managerial decision-making process.
Management is responsible for preparing the consolidated financial statements,
and its independent auditors are responsible for auditing those statements. The
Audit Committee's principal purpose is to monitor these processes.

In this context, our director met and held discussions with our Chief Financial
Officer and the independent auditors. The CFO represented to the director that
the Company's consolidated financial statements were prepared in accordance with
generally accepted accounting principles applied on a consistent basis. They
also discussed with the independent auditors matters required to be discussed by
Statement on Auditing Standards No. 61 (Communication With Audit Committees), as
amended.

They discussed with the independent auditors the auditors' independence from the
Company and its management, including the matters, if any, in the written
disclosures required by Independence Standards Board Standard No. 1
(Independence Discussions with Audit Committees). They also considered whether
the independent auditors' provision of audit and non-audit services to the
Company is compatible with maintaining the auditors' independence.

They discussed with the Company's independent auditors the overall scope and
plans for their audit. They met with the internal and independent auditors, with
and without management present, to discuss the results of their examinations,
the evaluations of the Company's internal controls, disclosure controls and
procedures and the overall quality and integrity of the Company's financial
reporting.

Based on the reviews and discussions referred to above, they have recommended to
the Board, and the Board has approved, that the audited financial statements be
included in the Company's Annual Report on Form 10-KSB for the year ended
December 31, 2005, for filing with the Securities and Exchange Commission.

MEMBER OF THE AUDIT COMMITTEE

WILLIAM MOBLEY

ITEM 10: EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The Summary Compensation Table shows certain compensation information for
services rendered in all capacities for the fiscal years ended December 31,
2003, 2004 and 2005. Other than as set forth herein, no executive officer's
salary and bonus exceeded $100,000 in any of the applicable years. The following
information includes the dollar value of base salaries, bonus awards, the number
of stock options granted and certain other compensation, if any, whether paid or
deferred.

SUMMARY COMPENSATION TABLE

Long Term
Compensation
------------
Annual Compensation
------------------- Options/SARS
Fiscal Year Ended ------------
Name and Principal Position December 31 Salary ($) Bonus ($) (#)
--------------------------- ----------- ---------- --------- ---

Raymond Barton (1) 2005 $ 59,038 $ 14,400 -0-
Chief Executive Officer 2004 $ 63,938 $ 10,500 -0-
2003 $ 5,769 $ 0 -0-

William Mobley(2) 2005 $ 63,938 $ 10,500 -0-
Chief executive Officer 2004 $ 5,769 $ 0 -0-
2003 $ 0 $ 0 -0-

Darren Cioffi (3) 2005 $ 65,000 $ 20,000 -0-
Chief Financial Officer 2004 $ 17,500 $ 10,000 -0-
2003 $ 0 $ 0 -0-

Andre Ford (4) 2005 $ 2,630 $ 0 -0-
President 2004 $ 0 $ 0 -0-
2003 $ 0 $ 0 -0-

(1) Mr. Barton resigned as the Company's Chief Executive Officer on August 19,
2005.
(2) Mr. Mobley became the Company's Chief Executive Officer on December 22,
2005.
(3) Mr. Cioffi became the Company's Chief Financial Officer on September 16,
2004.
(4) Mr. Ford became the Company's President on December 22, 2005.

EMPLOYMENT AGREEMENTS

On February 15, 2005, the Company entered into an amended employment with
Raymond Barton, the Company's then CEO and Chairman. Mr. Barton's amended
agreement is for an initial period of three years, ending on February 15, 2008.
The agreement is automatically extended for up to two additional twelve month
terms unless either party gives the other 60 days prior notice that it elects
not to extend the agreement. Under the Agreement, Mr. Barton receives a base
salary of $95,000 per year. In addition to his base salary, Mr. Barton is
entitled to a quarterly bonus of 20% of the Company's revenues, to a maximum of
$20,000 per quarter. Mr. Barton also received as a signing bonus 40,000 shares
of the Company's common stock. These shares were issued pursuant to the
Company's 2003 Equity Incentive Plan. Mr. Barton is also entitled to participate
in any management bonus plan and entitled to such benefits, health insurance and
vacations which are to be provided to other senior executives of the Company. As
part of the agreement, Mr. Barton has agreed to not disclose material
information of the Company, agreed not to compete with us, not to solicit our
employees and to protect our confidential information. On August 19, 2005 these
agreements were terminated in connection with the disposition of the wholly
owned subsidiary.

On February 15, 2005, the Company entered into an amended employment with
Timothy Schmidt, the Company's President and Director. Mr. Schmidt's amended
agreement is for an initial period of three years, ending on February 15, 2008.
The agreement is automatically extended for up to two additional twelve month
terms unless either party gives the other 60 days prior notice that it elects
not to extend the agreement. Under the agreement, Mr. Schmidt receives a base
salary of $95,000 per year. In addition to his base salary, Mr. Schmidt is
entitled to a quarterly bonus of 20% of the Company's revenues to a maximum of
$20,000 per quarter. Mr. Schmidt also received as a signing bonus 40,000 shares
of the Company's common stock. These shares were issued pursuant to the
Company's 2003 Equity Incentive Plan. Mr. Schmidt is also entitled to
participate in any management bonus plan and entitled to such benefits, health
insurance and vacations which are to be provided to other senior executives of
the Company. As part of the agreement, Mr. Schmidt has agreed to not disclose
material information of the Company, agreed not to compete with us, not to
solicit our employees and to protect our confidential information. On August 19,
2005 these agreements were terminated in connection with the disposition of the
wholly owned subsidiary.

On September 16, 2004, the Company entered into a Consulting Agreement with
Cioffi Business Management Services. The Consulting Agreement was for an initial
term of three (3) months. During the term of this agreement, the principal
shareholder of the consultant, Mr. Darren Cioffi, acted as the Company's interim
Chief Financial Officer. During the initial three months, the Company
compensated the Consultant $15,000 as well as issued the Consultant 50,000
shares of its common stock.

On February 8, 2005, the Company entered into a new Consulting Agreement with
the consultant for a six (6) month term commencing as of December 16, 2004
("Second Term"). During the Second Term, the Company has agreed to compensate
the consultant $30,000 and issued Mr. Cioffi 100,000 shares of its common stock
under the Company's 2003 Equity Incentive Plan.

On October 5, 2004 the Company entered into an employment agreement (the
"Agreement") with Mark Figula. The term of the Agreement is for three (3) years
commensurate on October 1, 2004. Mr. Figula will serve as the Company's Vice
President of Business Development.

During the term of the Agreement, the Company shall pay Mr. Figula an annual
salary of One Hundred Fifty Thousand Dollars ($150,000.00). Mr. Figula shall
also be entitled to a quarterly bonus equal to 10% of the Company's net
operating income for any fiscal quarter. Such bonus shall be increased to 15% in
the event the Company achieves net quarterly operating income in excess of
$250,000 for any fiscal quarter.

Pursuant to the Agreement, the Company issued to Mr. Figula Two Million Five
Hundred Thousand (2,500,000) shares of its common stock. The shares are subject
to cancellation based on the following schedule in the event the Agreement is
terminated by (i) Mr. Figula voluntarily and without cause; (ii) mutual
agreement between Mr. Figula and the Company, or (iii) by the Company for cause
(as defined in the Agreement). Shares subject to cancellation:

During first 6 months: 1,875,000
From 6 months to 12 months: 1,250,000
From 12 months to 18 months: 625,000

In addition, the shares of common stock issued to Mr. Figula have "piggy-back"
registration rights.

On October 2005 the Company terminated the employment of Mark Figula for cause.
In addition, the Company has notified its transfer agent to place a "stop
transfer" on the 166,667 shares of common stock issued to Mr. Figula upon
signing his employment agreement.

OPTION/SAR GRANTS TABLE

Option/SAR Grants in the Last Fiscal Year
Individual Grants

% of Total
Options/SARs Exercise
Granted to or Base
Fiscal Options/SARs Employees in Price Expiration
Name Year Granted (#) Fiscal Year ($/Sh) Date
---- ---- ----------- ----------- ------ ----

William Mobley 2005 -0- (1) 0.0% $0 --
Chairman of the Board
and Chief Executive Officer

Andre Forde 2005 -0- (1) 0.0% $0 --
President

Darren Cioffi 2005 -0- (1) 0.0% $0 --
Chief Financial Officer

(1) No options were granted during fiscal year 2005.

OPTION/SAR EXERCISES AND YEAR-END VALUE TABLE

AGGREGATED OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUE

Value of
Number of Unexercised
Shares Unexercised In-the-Money
Acquired on Options/SARs Options/SARs at
Exercise Value at FY-End (#) FY-End ($)(1)
Fiscal (#) Realized ($) Exercisable/ Exercisable/
Name Year --- --- Unexercisable Unexercisable
---- ---- ------------- -------------

William Mobley 2005 -0- $0 (E)-0-/(U)-0- (E)$0 /(U) $0
Chairman of the Board
and Chief Executive Officer

Andre Forde 2005 -0- $0 (E)-0-/(U)-0- (E)$0 /(U) $0
President

Darren Cioffi 2005 -0- $0 (E)-0-/(U)-0- (E)$0 /(U) $0
Chief Financial Officer

(1) There were no outstanding options held by any of our officers or directors
during the fiscal year ended December 31, 2005. Based upon the closing price of
our common stock of $1.35 per share as reported on the NASDAQ OTC Bulletin Board
as of December 31, 2005.

ITEM 11: SECURITY OWNERSHIP OF CERTAIN OWNERS AND MANAGEMENT

The following table sets forth, as of March 31, 2006, information with respect
to the securities holdings of all persons which we, pursuant to filings with the
Securities and Exchange Commission, have reason to believe may be deemed the
beneficial owners of more than 5% of our outstanding common stock. Also set
forth in the table is the beneficial ownership of all shares of our outstanding
stock, as of such date, of all officers and directors, individually and as a
group.

Amount of Beneficial Percent of Beneficial
Ownership (1) Ownership (2)
-------------------- ---------------------

Name and Address

Nextelligence, Inc. 2,858,734 (2) 21.32%
612 East Central Blvd.
Orlando, Florida 32801

Michele Mobley 2,355,220 (3) 17.57%
11525 Swift Water Circle
Orlando, Florida 32817

Gary D. Lipson 1,649,954 (4) (5) 12.30%
390 North Orange Avenue
Suite 1500

Orlando, Florida 32801

J.P. Carolan, III 1,171,660 (5) (6) 8.74%
390 North Orange Avenue
Suite 1500
Orlando, Florida 32801

William A. Mobley, Jr. 5,213,954 (2) (3) 38.89%
100 West Lucerne Circle
Suite 600
Orlando, Florida 32801

Andre L. Forde 981,342 7.32%
100 West Lucerne Circle
Suite 600
Orlando, Florida 32801

Darren Cioffi 38,833 0.29%
31 West Main Street
Patchogue, NY 17772

All Officers and Directors
as a Group (4 persons) 9,055,743 67.56%

(1) Based upon 13,403,892 shares of Common Stock
issued and outstanding on April 14, 2006.

(2) William A. Mobley, Jr. is the Chairman of the Board and Chief Executive
Officer of Nextelligence, Inc. and, in such capacities, has the sole authority
to the vote all of the shares of Common Stock legally or beneficially owned by
Nextelligence, Inc.

(3) William A. Mobley, Jr. and Michelle Mobley own jointly 2,355,220 shares of
Common Stock and share the authority to vote such shares of Common Stock.

(4) Gary D. Lipson is the sole manager of an entity which holds 556,801 shares
of Common Stock. In such capacity, he has the sole authority to vote all of the
shares of Common Stock so held.

(5) Gary D. Lipson and J.P. Carolan, III are managers of two entities which hold
an aggregate of 1,093,153 shares of Common Stock. Either of Mr. Lipson or Mr.
Carolan acting alone has the authority to vote the shares of Common Stock held
by such entities.

(6) J. P. Carolan, III holds individually 78,507 shares of Common Stock.

ITEM 12: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

NEXTELLIGENCE, INC. William A. Mobley, Jr., the Chairman of the Board and Chief
Executive Officer of the Company, and the founder, Chairman of the Board and
Chief Executive Officer of Global Portals, a wholly-owned subsidiary of the
Company, is also the founder, Chairman of the Board and Chief Executive Officer
of Nextelligence, Inc. Nextelligence, Inc. is the beneficial owner of 2,858,734
shares of Common Stock, constituting approximately 19.99% of the total number of
issued and outstanding shares of Common Stock.

At September 30, 2005, Global Portals, a wholly-owned subsidiary of the Company,
was indebted to Nextelligence, Inc. in the amount of $900,000.00. On that date,
Global Portals issued and sold to Nextelligence, Inc. 7,282,720 shares of common
stock of Global Portals in exchange for the cancellation of $655,444.80 of such
$900,000.00 indebtedness of Global Portals. In connection with the completion of
the transactions contemplated by the Agreement and Plan of Share Exchange, these
7,282,720 shares of common stock of Global Portals were exchanged for 2,858,734
shares of Common Stock.

At December 31, 2005, Global Portals was indebted to Nextelligence, Inc. in the
amount of $244,556 (not including accrued interest). This indebtedness bears
interest at the rate of 6% per annum, and is secured by a security interest on
all of the assets of Global Portals. This indebtedness, together with all
interest accrued thereon, is due and payable on January 2, 2007.

On August 15, 2005, Global Portals and Nextelligence, Inc. entered into a Web
Hosting and Reseller Agreement. Pursuant to this agreement, Nextelligence, Inc.
markets and sells certain services provided by Global Portals. During 2005,
Global Portals nothing was earned by Nextelligence, Inc in commissions for the
services marketed and sold by Nextelligence, Inc.

WILLIAM A. MOBLEY, JR. At December 31, 2005, Global Portals was indebted to
William A. Mobley, Jr. in the amount of $744,006 (not including accrued
interest). This indebtedness bears interest at the rate of 6% per annum, and is
secured by a security interest on all of the assets of Global Portals. This
indebtedness, together with all interest accrued thereon, is due and payable on
January 2, 2007.

ANDRE L. FORDE. At December 31, 2005, Global Portals was indebted to Andre L.
Forde in the amount of $263,503 (not including accrued interest). This
indebtedness bears interest at the rate of 6% per annum, and is secured by a
security interest on all of the assets of Global Portals. This indebtedness,
together with all interest accrued thereon, is due and payable on January 2,
2007.

GLOBALQUEST MEDIA, LLC. William A. Mobley, Jr., the Chairman of the Board and
Chief Executive Officer of the Company and Global Portals, and Andre L. Forde,
the President and Chief Operating Officer of the Company and Global Portals, are
the founders, controlling equity holders and managers of GlobalQuest Medial,
LLC.

On August 15, 2005, Global Portals and GlobalQuest Media, LLC entered into a Web
Hosting and Reseller Agreement. Pursuant to this agreement, GlobalQuest Media,
LLC markets and sells certain services provided by Global Portals. During 2005,
Global Portals nothing was paid to GlobalQuest Media, LLC in commissions for the
services marketed and sold by GlobalQuest Media, LLC.

ITEM 13: EXHIBITS

(a) The following exhibits are filed as part of this report:

2.1 Stock Purchase Agreement, dated as of August 19, 2005 by and
between the Company and Raymond Barton and Timothy Schmidt
(Incorporated by reference to Exhibit 10.1 to the Company's
Form 8-K dated August 19, 2005)

2.2 Assignment and Assumption dated August 19, 2005 by and between
the Company, Jade Entertainment Group, Inc., Timothy Schmidt
and Raymond Barton (Incorporated by reference to Exhibit 10.5
to the Company's Form 8-K dated August 19, 2005)

2.3 Agreement and Plan of Share Exchange dated as of December 1,
2005 by and between the Company and Global Portals Online,
Inc. (Incorporated by reference to Exhibit 10.1 to the
Company's Form 8-K dated December 22, 2005)

3.1 Certificate of Amendment of Certificate of Incorporation filed
with the Delaware Secretary of State on September 21, 2005
(filed herewith)

4.1 Form of Warrant Amendment (Incorporated by reference to
Exhibit 4.1 to the Registrant's Form 10-KSB for the fiscal
year ended December 31, 2003)

4.2 Certificate of Designations, Preferences and Rights of Series
AA Preferred Stock as filed with the Secretary of State of
Delaware on December 1, 2004 (Incorporated by reference to
Exhibit 4.1 to the December 2, 2004 Form 8-K)

10.1 Consulting Agreement dated September 16, 2004 between the
Company and Cioffi Business Management Services (Incorporated
by reference to Exhibit 99.1 to the September 12, 2004 Form
8-K)

10.2 Employment Agreement dated October 5, 2004 between the Company
and Mark Figula (Incorporated by reference to Exhibit 99.2 to
the October 5, 2004 Form 8-K)

10.3 Asset Purchase Agreement dated December 5, 2004 between the
Company and Global Reach, Inc. (Incorporated by reference to
Exhibit 10.1 to the December 5, 2004 Form 8-K)

10.4 Promissory Note in the principal amount of $50,000
(Incorporated by reference to Exhibit 10.2 to the December 5,
2004 Form 8-K)

10.5 Promissory Note in the principal amount of $100,000
(Incorporated by reference to Exhibit 10.2 to the December 5,
2004 Form 8-K)

10.6 Consulting Agreement dated February 8, 2005 between the
Company and Cioffi Business Management Services (Incorporated
by reference to Exhibit 10.13 to the Registrant's Form 10-KSB
for the fiscal year ended December 31, 2004)

10.7 Amendment to $100,000 6% Promissory Note issued to Global
Reach, Inc. dated April 13, 2005. (Incorporated by reference
to Exhibit 10.14 to the Registrant's Form 10-KSB for the
fiscal year ended December 31, 2004)

10.8 Management Services Agreement between the Company and Global
Portals, Inc. (formerly Personal Portals Online, Inc.) dated
as of July 1, 2005 (Incorporated by reference to Exhibit 10.1
to the Company's Form 8-K dated July 12, 2005)

10.9 Severance Agreement and Release of Raymond Barton dated August
19, 2005 (Incorporated by reference to Exhibit 10.2 to the
Company's Form 8-K dated August 19, 2005)

10.10 Severance Agreement and Release of Timothy Schmidt dated August 19, 2005
(Incorporated by reference to Exhibit 10.3 to the Company's Form 8-K dated
August 19, 2005)

10.11 Severance Agreement and Release of Michael Barton dated August 19, 2005
(Incorporated by reference to Exhibit 10.4 to the Company's Form 8-K dated
August 19, 2005)

10.12 Employment Agreement dated December 20, 2005 by and between the Company
and William A. Mobley, Jr. (Incorporated by reference to Exhibit 10.2 to the
Company's Form 8-K dated December 22, 2005)

10.13 Employment Agreement dated December 20, 2005 by and the Company and Andre

L. Forde (Incorporated by reference to Exhibit 10.3 to the
Company's Form 8-K dated December 22, 2005)

14.1 Code of Business Conduct and Ethics (Incorporated by reference
to Exhibit 14.1 to the Registrant's Form 10-KSB for the fiscal
year ended December 31, 2003)

14.2 Code of Ethics for Financial Executives (Incorporated by
reference to Exhibit 14.2 to the Registrant's Form 10-KSB for
the fiscal year ended December 31, 2003)

16.1 Letter from Marcum & Kliegman LLP to the Securities and
Exchange Commission dated April 25, 2005 (Incorporated by
reference to Exhibit 16.1 to the Company's Form 8-K dated
April 18, 2004)

16.2 Letter from Wolinetz & Lafazan & Co. to the Securities and
Exchange Commission dated March 31, 2006. (Incorporated by
reference to Exhibit 16.1 to the Company's Form 8-K dated
March 29, 2006)

21 Subsidiaries of the Registrant

31.1 Certification of Chief Executive Officer of Periodic Report
pursuant to Rule 13a-14a and Rule 15d-14(a).

31.2 Certification of Chief Financial Officer of Periodic Report
pursuant to Rule 13a-14a and Rule 15d-14(a).

32.1 Certification of Chief Executive Officer of pursuant to 18
U.S.C. - Section 1350.*

32.2 Certification of Chief Financial Officer of pursuant to 18
U.S.C. - Section 1350.*

*filed herewith

ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees. The aggregate fees billed and unbilled for the fiscal years ended
December 31, 2004 and 2005 for professional services rendered by our principal
accountants for the audits of our annual financial statements, and the review of
our financial statements included in our quarterly reports on Form 10-QSB were
approximately $77,500 and $40,000, respectively.

AUDIT-RELATED FEES

There were no audit-related fees for the fiscal years ended December 31, 2004
and 2005 for assurance and related services rendered by our principal
accountants related to the performance of the audit or review of our financial
statements, specifically accounting research.

TAX AND OTHER FEES

There aggregate fees billed for the fiscal years ended December 31, 2004 and
2005 for tax related or other services rendered by our principal accountants in
connection with the preparation of our federal and state tax returns was $8,000
and $5,200, respectively.

APPROVAL OF NON-AUDIT SERVICES AND FEES

We did not have an audit committee during fiscal 2005 or 2004 and did not have
any independent directors.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.

Dated: June 1, 2006(CHANGED) 110 MEDIA GROUP, INC.

By: /s/ William A. Mobley, Jr.
------------------------------------
William A. Mobley, Jr.
Chief Executive Officer and Chairman

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

State of Delaware Secretary of State Division of Corporations Delivered 01:19 PM
09/21/2005 FILED 01:19 PM 09/21/2005

SRV 050772459 - 3236865 FILE

STATE OF DELAWARE
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION
OF
110 MEDIA GROUP, INC.

PURSUANT TO DELAWARE SS. 242

o First: That at a meeting of the Board of Directors of 110 Media Group, Inc.
resolutions were duly adopted setting forth a proposed amendment of the
Certificate of Incorporation of said corporation, declaring said amendment to be
advisable and soliciting written consents of the stockholders of said
corporation for consideration thereof.

The resolutions setting forth the proposed amendment is as follows:

Resolved, that the Certificate of Incorporation of this corporation be amended
by changing the Article thereof numbered "Fourth" so that, as amended, said
Article shall be and read as follows:

"FOURTH: The total number of shares of stock which the Corporation shall have
the authority to issue is 110,000,000 shares of which 100,000,000 shall be
shares of Common Stock, par value $.001 per share, and 10,000,000 shall be
shares of Preferred Stock, par value $0.001 per share.

Simultaneously with the effective date of this Certificate of Amendment (the
"Effective Date"), all shares of Common Stock issued and outstanding shall be
and hereby are automatically combined and reclassified as follows:

Each fifteen shares of Common Stock issued and outstanding shall be combined and
reclassified (the "Reverse Stock Split") as one (1) share of Common Stock.
Fractional shares of Common Stock will be rounded up to the nearest whole share.

The Corporation may issue one or more series of the Preferred Stock, each of
which series may have such voting powers, full or limited, or no voting powers,
such other powers, and such designations, preferences and relative
participating, optional or other special rights, and qualifications, limitations
or restrictions thereon, if any, as shall be stated and expressed in a
resolution providing for the issuance of such series adopted by the Board of
Directors. The authority of the Board of Directors with respect to each series
of the Preferred Stock shall include but not be limited to, determination of the
following:

A. The number of shares of Preferred Stock of any series issued and the
distinctive designation of the shares of such series of stock, if any;

B. The dividend rate on the shares of any series of Preferred Stock, whether
dividends shall be cumulative, and if so, from which date or dates, and whether
they shall be payable in preference to, or in another relation to, the dividends
payable on any other shares of stock.

C. Whether any series of shares of Preferred Stock shall have conversion or
exchange privileges, and if so, the terms and conditions of such conversion or
exchange, including provision for adjustment of the conversion or exchange rate
in such events as the Board of Directors shall determine;

D. Whether or not any series of shares of Preferred Stock shall be redeemable,
and if so, the terms and conditions of such redemption, including the manner of
selecting shares of Preferred Stock for redemption if less than all shares of a
series are to be redeemed, the date or dates upon or after which they shall be
redeemable, and the amount per share of stock payable in case of redemption,
which amount may vary under different conditions and at different redemption
dates.

E. Whether any series of shares of Preferred Stock shall be entitled to the
benefit of a sinking fund to be applied to the purchase or redemption of the
shares of stock, and if so, the terms and amounts of such sinking funds.

F. The rights of any series of shares of Preferred Stock to the benefit of
conditions and restrictions upon the creation of indebtedness of the Corporation
or any subsidiary, upon the issue of any additional shares of stock (including
additional shares of stock of such series or of any other series) and upon the
payment of dividends or the making of other distributions on, and the purchase,
redemption or other acquisition by the Corporation or any subsidiary of, any
outstanding shares of stock of the Corporation.

G. The rights of any series of shares of Preferred Stock in the event of any
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation and whether such rights shall be in preference to, or in another
relation to, the comparable rights of any other class or classes or series of
shares of stock; and

Any other relative, participating, optional or other special rights,
qualifications, limitations or restrictions of any series of shares of Preferred
Stock."

o Second: That thereafter, pursuant to resolution of its Board of Directors,
signed written consents were received in accordance with Section 228 of the
General Corporation Law of the State of Delaware representing the necessary
number of shares as required by statute were voted in favor of the amendment.

o Third: That said amendment was duly adopted in accordance with the provisions
of Section 242 of the General Corporation Law of the State of Delaware.

o Fourth: The effective date of said amendment shall be October 4, 2005

110 MEDIA GROUP, INC.

By: /s/ Darren Cioffi
-----------------------
Darren Cioffi, Chairman

EXHIBIT 21

SUBSIDIARIES

STATE OF PERCENTAGE NAME INCORPORATION OWNED

Global Portals Online, Inc. Florida 100% Owned

EXHIBIT 31.1

CERTIFICATIONS

I, William A. Mobley, Jr., certify that:

1. I have reviewed this Form 10-KSB/A of 110 Media Group, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the small business
issuer as of, and for, the periods presented in this report;

4. The small business issuer's other certifying officer(s) and I are responsible
for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))
for the small business issuer and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the small business issuer, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;

(c)Evaluated the effectiveness of the small business issuer's disclosure
controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the small business issuer's internal
control over financial reporting that occurred during the small business
issuer's most recent fiscal quarter (the small business issuer's fourth fiscal
quarter in the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the small business issuer's internal
control over financial reporting; and

5. The small business issuer's other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the small business issuer's auditors and the audit committee of
the small business issuer's board of directors (or persons performing the
equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the small business issuer's ability to record,
process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer's internal
control over financial reporting.

Date: June 1, 2006 (CHANGED)

/s/ William A. Mobley, Jr.
--------------------------
William A. Mobley, Jr.
Chief Executive Officer

EXHIBIT 31.2

CERTIFICATIONS

I, Darren Cioffi, certify that:

1. I have reviewed this Form 10-KSB/A of 110 Media Group, Inc.;

(b)Any fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer's internal
control over financial reporting.

Date: June 1, 2006 (CHANGED)

/s/ Darren Cioffi
-----------------------
Darren Cioffi
Chief Financial Officer

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION

906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report of 110 Media Group, Inc. (the "Company") on
Form 10-KSB/A for the period ending December 31, 2005 as filed with the
Securities and Exchange Commission on June 1, 2006 (CHANGED)(the "Report"), I,
William A. Mobley, Jr., Chief Executive Officer of the Company, certify,
pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the
Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material
respects, the financial condition and result of operations of the Company.

/s/ William A. Mobley, Jr.
--------------------------
William A. Mobley, Jr.
Chief Executive Officer
June 1, 2006 (CHANGED)

A signed original of this certification has been provided to the Company and
will be retained by the Company and furnished to the Securities and Exchange
Commission or its staff upon request.

EXHIBIT 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION

906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report of 110 Media Group, Inc. (the "Company") on
Form 10-KSB for the period ending December 31, 2005 as filed with the Securities
and Exchange Commission on June 1, 2006 (CHANGED) (the "Report"), I, Darren
Cioffi, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C.
ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002,
that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material
respects, the financial condition and result of operations of the Company.

/s/ Darren Cioffi
-----------------------
Darren Cioffi
Chief Financial Officer
June 1, 2006 (CHANGED)

A signed original of this certification has been provided to the Company and
will be retained by the Company and furnished to the Securities and Exchange
Commission or its staff upon request.