As filed with the Securities and Exchange Commission on November 30, 2004
                                             Registration No. 333-______________
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                   ----------
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                              110 MEDIA GROUP, INC.
                              ---------------------
               (Exact name of issuer as specified in its charter)

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

95 Broadhollow Road, Suite 101, Melville, New York               11747
--------------------------------------------------         -----------------
  (Address of Principal Executive Offices)                    (Zip Code)


                           2003 Equity Incentive Plan
                           --------------------------
                            (Full title of the Plan)


                               Raymond Barton, CEO
                              110 Media Group, Inc.
                         95 Broadhollow Road, Suite 101
                               Melville, NY 11747
                  --------------------------------------------
                     (Name and address of agent for service)

                                 (631) 385-0007
          (Telephone number, including area code of agent for service)
                                   ----------
                                   copies to:

                             Sommer & Schneider LLP
                          595 Stewart Avenue, Suite 710
                              Garden City, NY 11530
                                 (516) 228-8181

      Approximate date of commencement of proposed sale to the public:  Upon the
exercise of the options  granted or the sale of shares  granted under the Equity
Incentive Plan, but in no event prior to the effective date of this Registration
Statement.


<PAGE>

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE

                                                 Proposed             Proposed
Title of                                          maximum              maximum
securities                  Amount               offering             aggregate            Amount of
to be                        to be               price per             offering           registration
registered                registered(1)            share                price                 fee(2)
----------                -------------            -----                -----                 ------

<S>                        <C>                     <C>                 <C>                    <C>
Common Stock               2,500,000               $.195               $487,500               $61.78

TOTAL                                                                  $487,500               $61.78
</TABLE>

------------
(1)   The  aggregate  amount of  securities  registered  hereunder  is 2,500,000
      shares  of common  stock  which  have been  authorized  and  reserved  for
      issuance under the Company's 2003 Equity Incentive Plan.  Pursuant to Rule
      416  promulgated  under  the  Securities  Act of 1933,  as  amended,  this
      Registration Statement covers such additional shares of common stock to be
      offered or issued to prevent  dilution as a result of future stock splits,
      stock dividends or similar transactions.
(2)   The fee with respect to these shares has been calculated pursuant to Rules
      457(h)  and  457(c)  under the  Securities  Act of 1933 and based upon the
      closing  price of the  Registrant's  Common  Stock on November 29, 2004, a
      date within five (5) days prior to the date of filing of this Registration
      Statement, as reported by the OTC-Bulletin Board.

Documents Incorporated by Reference    [X]  Yes        [ ]  No


                                EXPLANATORY NOTE

      The Reoffer Prospectus,  filed as part of this Registration Statement, has
been prepared in accordance  with the  requirements of Form S-3 and will be used
for offers of Common Stock of 110 Media Group, Inc. (the "Company"),  by persons
who may be deemed to be  affiliates  of the  Company (as that term is defined in
Rule 405 under the Securities Act of 1933, as amended) pursuant to the Company's
2003 Equity Incentive Plan (the "Plan").


                                       ii
<PAGE>

                              CROSS REFERENCE SHEET

                    Between Items of Form S-3 and Prospectus
                    Pursuant to Rule 501(b) of Regulation S-K

     Registration Statement
     Item and Heading                                 Location in Prospectus

1.   Forepart of the Registration
     Statement and Outside Front
     Cover Page of Prospectus.......................  Cover Page

2.   Inside Front and Outside Back
     Cover Pages of Prospectus......................  Inside Cover Page

3.   Summary Information, Risk
     Factors and Ratio of Earnings
     to Fixed Charges...............................  Introduction

4.   Use of Proceeds................................  Not applicable

5.   Determination  of  Offering  Price.............  Not applicable

6.   Dilution.......................................  Not applicable

7.   Selling Security Holders.......................  Cover Page, Selling
                                                      Shareholders

8.   Plan of Distribution...........................  Selling Shareholders

9.   Description of Securities
     to be Registered...............................  Documents Incorporated
                                                      by Reference

10.  Interests of Named Experts
     and Counsel....................................  Legal Opinion and Experts

11.  Material Changes...............................  Not applicable

12.  Incorporation of Certain
     Information by Reference.......................  Documents Incorporated by
                                                      Reference

13.  Disclosure of Commission
     Position on Indemnification of
     Securities Act Liabilities.....................  Indemnification



                                       iii
<PAGE>


                               REOFFER PROSPECTUS

                              110 MEDIA GROUP, INC.

                                2,500,000 SHARES
                                  COMMON STOCK
                                 $.001 PAR VALUE
                                 --------------

      This Prospectus is being used in connection with the offering from time to
time by certain shareholders  ("Selling  Shareholders") of 110 Media Group, Inc.
(the  "Company")  or their  successors in interest of shares of the Common Stock
($.001  par value) of the  Company  ("Common  Stock")  which have been or may be
acquired upon the exercise of stock options or upon the issuance of stock awards
pursuant to the Company's 2003 Equity Incentive Plan ("Plan").

      The Common Stock may be sold from time to time by the Selling  Shareholder
or by pledgees, donees, transferees, or other successors in interest. Such sales
may be made in the  over-the-counter  market or otherwise at prices and at terms
then  prevailing or at prices  related to the then current  market price,  or in
negotiated  transactions.  The  Common  Stock  may be sold by one or more of the
following:  (a) a block  trade in which the  broker or  dealer so  engaged  will
attempt to sell the shares as agent but may position and resell a portion of the
block as principal to facilitate the  transaction;  (b) purchases by a broker or
dealer as principal and resale by such broker or dealer for its account pursuant
to this Prospectus; (c) an exchange distribution in accordance with the rules of
such exchange; and (d) ordinary brokerage transactions and transactions in which
the broker solicits purchases.  In effecting sales,  brokers, or dealers engaged
by the  Selling  Shareholder  may  arrange  for  other  brokers  or  dealers  to
participate.  Brokers or dealers will  receive  commissions  or  discounts  from
Selling Shareholders in amounts to be negotiated  immediately prior to the sale.
Such  brokers or dealers and any other  participating  brokers or dealers may be
deemed to be "underwriters" within the meaning of the Securities Act of 1933, as
amended (the "Act") in connection with such sales.  In addition,  any securities
covered by this  Prospectus  which  qualify for sale pursuant to Rule 144 may be
sold under Rule 144 rather than  pursuant to this  Prospectus.  The Company will
not receive any of the proceeds from the sale of these  shares,  although it has
paid the  expenses of preparing  this  Prospectus  and the related  Registration
Statement.

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

      THESE  SECURITIES  HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND  EXCHANGE  COMMISSION  NOR HAS THE  COMMISSION  PASSED UPON THE  ACCURACY OR
ADEQUACY OF THIS PROSPECTUS.  ANY  REPRESENTATION  TO THE CONTRARY IS A CRIMINAL
OFFENSE.

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

      The closing  bid price of the  Company's  Common  Stock as reported by the
OTC-Bulletin Board on November 29, 2004 was $.195.

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

      The date of this Prospectus is November 30, 2004.


<PAGE>

      NO  DEALER,  SALESMAN  OR ANY OTHER  PERSON  HAS BEEN  AUTHORIZED  TO GIVE
INFORMATION  OR TO MAKE  REPRESENTATIONS  NOT  CONTAINED IN THIS  PROSPECTUS  IN
CONNECTION WITH THE OFFERING  CONTAINED HEREIN AND, IF GIVEN OR MADE INFORMATION
OR  REPRESENTATION  MUST NOT BE RELIED  UPON AS HAVING  BEEN  AUTHORIZED  BY THE
COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING OF ANY SECURITIES OTHER
THAN THOSE TO WHICH IT RELATES  OR IN ANY STATE OR OTHER  JURISDICTION  IN WHICH
SUCH OFFERING MAY NOT LAWFULLY BE MADE.  NEITHER THE DELIVERY OF THIS PROSPECTUS
NOR  ANY  SALE  MADE  HEREUNDER  SHALL,  UNDER  ANY  CIRCUMSTANCES,  CREATE  ANY
IMPLICATION  THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE  COMPANY  SINCE
THE DATE HEREOF OR SINCE THE DATES AS OF WHICH INFORMATION IS SET FORTH HEREIN.

                              AVAILABLE INFORMATION

      The  Company  has  filed a  Registration  Statement  on Form S-8 under the
Securities Act with respect to the Common Stock offered hereby. This Prospectus,
which  constitutes a part of the  Registration  Statement,  omits certain of the
information  contained  in the  Registration  Statement  and  the  exhibits  and
schedules thereto on file with the Commission pursuant to the Securities Act and
the rules and regulations of the Commission thereunder.  For further information
with  respect to the  Company  and its Common  Stock,  reference  is made to the
Registration  Statement  and the  exhibits  and  schedules  thereto.  Statements
contained in this  Prospectus  regarding  the contents of any agreement or other
document filed as an exhibit to the  Registration  Statement are not necessarily
complete,  and in each  instance  reference is made to the copy of such document
filed as an exhibit to the  Registration  Statement,  each such statement  being
qualified  in all  respects  by  such  reference.  The  Registration  Statement,
including the exhibits and schedules thereto, can be inspected and copied at the
Commission's offices as described above.

      The Company is subject to the  reporting  requirements  of the  Securities
Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in  accordance
therewith  files  annual  and  quarterly  reports,  proxy  statements  and other
information  with the  Commission.  Such  reports,  proxy  statements  and other
information   filed  by  the  Company  with  the  Commission   pursuant  to  the
informational  requirements  of the Exchange Act may be inspected  and copied at
the  public  reference  facilities  maintained  by the  Commission  at 450 Fifth
Street, N.W., Room 1024, Judiciary Plaza, Washington,  D.C. 20549, as well as at
the Commission's  Regional Office at Citicorp  Center,  500 West Madison Street,
Suite 1400, Chicago,  Illinois 60661. Copies of such material may be obtained at
prescribed  rates from the Public  Reference Room of the Commission at 450 Fifth
Street, N.W., Judiciary Plaza,  Washington,  D.C. 20549.  Information concerning
the  operation  of the Public  Reference  Room may be  obtained  by calling  the
Commission  at  1-800-SEC-0330.  The  Commission  maintains an Internet  site at
http://www.sec.gov  that contains reports,  proxy and information statements and
other  information  regarding  registrants,  including  the  Company,  that file
electronically with the Commission.

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


                                       2
<PAGE>

      The  Company  will  provide  without  charge  to each  person to whom this
Prospectus is delivered,  upon written or oral request of such person, a copy of
any and all of the information that has been or may be incorporated by reference
in this  Prospectus  but is not  delivered  with  this  Prospectus  (other  than
exhibits to such information  unless such exhibits are incorporated by reference
in this  Prospectus).  Such requests may be mailed to 110 Media Group,  Inc., 95
Broadhollow  Road,  Suite 101,  Melville,  New York  11747,  Attention:  Raymond
Barton, or may be made by telephone to Mr. Barton at (631) 385-0007.



                                       3
<PAGE>

                              SELLING SHAREHOLDERS

      Shares of common stock may be offered by certain  officers  and  directors
who are to be named in one or more supplements to this  Prospectus,  who acquire
shares pursuant to the exercise of options or stock grants pursuant to the Plan.

                       DOCUMENTS INCORPORATED BY REFERENCE

      The following  documents are  incorporated in this Prospectus by reference
and made a part hereof:

(a)   The  Company's  Annual Report on Form 10-KSB,  as amended,  for the fiscal
      year ended December 31, 2003;

(b)   The Company's  Quarterly Report on Form 10-QSB for the quarter ended March
      31, 2004;

(c)   The Company's  Quarterly  Report on Form 10-QSB for the quarter ended June
      30, 2004;

(d)   The  Company's  Quarterly  Report on Form  10-QSB  for the  quarter  ended
      September 30, 2004;

(e)   The  Company's  Current  Report on Form 8-K filed with the SEC on April 6,
      2004;

(f)   Definitive 14C Information Statement filed with the SEC on May 13, 2004;

(g)   The  Company's  Current  Report on Form 8-K filed with the SEC on July 15,
      2004;

(h)   The Company's  Current  Report on Form 8-K filed with the SEC on September
      2, 2004;

(i)   The Company's  Current  Report on Form 8-K filed with the SEC on September
      17, 2004 and amended on September 20, 2004;

(j)   The Company's Current Report on Form 8-K filed with the SEC on October 12,
      2004; and

(k)   All  other  documents  filed  by  the  Company  after  the  date  of  this
      Registration  Statement  under Section 13(a),  13(c),  14 and 15(d) of the
      Securities  Exchange Act of 1934,  prior to the filing of a post-effective
      amendment  to  the   Registration   Statement  which  indicates  that  all
      securities offered have been sold or which deregisters all securities then
      remaining in the  Registration  Statement  and to be part thereof from the
      date of filing of such documents.



                                       4
<PAGE>

                                     EXPERTS

      The consolidated  financial statements of the Company at December 31, 2003
and 2002 and for the two years  ended  December  31,  2003 are  incorporated  by
reference herein and in the registration statement have been audited by Marcum &
Kliegman LLP,  independent  registered public  accountants as set forth in their
respective report thereon  incorporated herein by reference,  and is included in
reliance  upon such  report  given on the  authority  of such firm as experts in
accounting and auditing.

                                  LEGAL OPINION

      The legality of the Common Stock to be offered hereby has been passed upon
for the  Company by the firm of Sommer &  Schneider  LLP,  595  Stewart  Avenue,
Garden City, NY 11530.

                                 INDEMNIFICATION

      The Certificate of  Incorporation  and By-laws of the Company provide that
the Company shall indemnify to the fullest  permitted by Delaware law any person
whom it may indemnify thereunder,  including directors,  officers, employees and
agents of the Company.  Such indemnification  (other than as ordered by a court)
shall be made by the Company only upon a determination  that  indemnification is
proper in the circumstances  because the individual met the applicable  standard
of conduct  i.e.,  such person acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best  interest of the Company.  Advances
for  such   indemnification  may  be  made  pending  such  determination.   Such
determination  shall  be  made by a  majority  vote of a  quorum  consisting  of
disinterested directors, or by independent legal counsel or by the stockholders.
In addition, the Certificate of Incorporation  provides for the elimination,  to
the extent permitted by Delaware law, of personal  liability of directors to the
Company and its  stockholders  for monetary damages for breach of fiduciary duty
as directors.

      The Company has also  agreed to  indemnify  each  director  and  executive
officer  pursuant to an  Indemnification  Agreement  with each such director and
executive officer from and against any and all expenses, losses, claims, damages
and liability  incurred by such director or executive officer for or as a result
of action taken or not taken while such director or executive officer was acting
in his capacity as a director,  officer,  employee or agent of the Company.  The
obligations of the Company for indemnification is limited to the extent provided
in the Delaware General Corporation Law and is also limited in situations where,
among others,  the  indemnitee is  deliberately  dishonest,  gains any profit or
advantage to which he is not legally entitled or is otherwise indemnified.

      Insofar as  indemnification  for liabilities  arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised  that in the opinion of the  Securities  and  Exchange  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against  such  liabilities  (other  than the  payment by the Company of expenses
incurred or paid by a director,  officer or controlling person of the Company in
the  successful  defense of any action,  suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered,  the Company  will,  unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction  the  question  of whether  such  indemnification  by it is against
public  policy as  expressed in the  Securities  Act and will be governed by the
final adjudication of such issue.


                                       5
<PAGE>

                                     PART II

ITEM 3. Incorporation of Documents by Reference.

      The following documents are incorporated by reference in this Registration
Statement and made a part hereof:

(a)   The  Company's  Annual Report on Form 10-KSB,  as amended,  for the fiscal
      year ended December 31, 2003;

(b)   The Company's  Quarterly Report on Form 10-QSB for the quarter ended March
      31, 2004;

(c)   The Company's  Quarterly  Report on Form 10-QSB for the quarter ended June
      30, 2004;

(d)   The  Company's  Quarterly  Report on Form  10-QSB  for the  quarter  ended
      September 30, 2004;

(e)   The  Company's  Current  Report on Form 8-K filed with the SEC on April 6,
      2004;

(f)   Definitive 14C Information Statement filed with the SEC on May 13, 2004;

(g)   The  Company's  Current  Report on Form 8-K filed with the SEC on July 15,
      2004;

(h)   The Company's  Current  Report on Form 8-K filed with the SEC on September
      2, 2004;

(i)   The Company's  Current  Report on Form 8-K filed with the SEC on September
      17, 2004 and amended on September 20, 2004;

(j)   The Company's Current Report on Form 8-K filed with the SEC on October 12,
      2004;

(k)   All  other  documents  filed  by  the  Company  after  the  date  of  this
      Registration  Statement  under Section 13(a),  13(c),  14 and 15(d) of the
      Securities  Exchange Act of 1934,  prior to the filing of a post-effective
      amendment  to  the   Registration   Statement  which  indicates  that  all
      securities offered have been sold or which deregisters all securities then
      remaining in the  Registration  Statement  and to be part thereof from the
      date of filing of such documents.

ITEM 4. Description of Securities.

      Not Applicable


                                       6
<PAGE>

ITEM 5. Interest of Named Experts and Counsel.

      Certain  legal  matters in  connection  with the shares  being  registered
herein  will be  passed  upon for the  Company  by the Law  Offices  of Sommer &
Schneider  LLP,  595 Stewart  Avenue,  Suite 710,  Garden  City,  NY 11530.  The
partners of Sommer & Schneider  LLP own an  aggregate  of 262,000  shares of the
Company's Common Stock.

ITEM 6. Indemnification of Directors and Officers.

      The Certificate of  Incorporation  and By-laws of the Company provide that
the Company shall indemnify to the fullest  permitted by Delaware law any person
whom it may indemnify thereunder,  including directors,  officers, employees and
agents of the Company.  Such indemnification  (other than as ordered by a court)
shall be made by the Company only upon a determination  that  indemnification is
proper in the circumstances  because the individual met the applicable  standard
of conduct  i.e.,  such person acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best  interest of the Company.  Advances
for  such   indemnification  may  be  made  pending  such  determination.   Such
determination  shall  be  made by a  majority  vote of a  quorum  consisting  of
disinterested directors, or by independent legal counsel or by the stockholders.
In addition, the Certificate of Incorporation  provides for the elimination,  to
the extent permitted by Delaware law, of personal  liability of directors to the
Company and its  stockholders  for monetary damages for breach of fiduciary duty
as directors.

      The Company has also  agreed to  indemnify  each  director  and  executive
officer  pursuant to an  Indemnification  Agreement  with each such director and
executive officer from and against any and all expenses, losses, claims, damages
and liability  incurred by such director or executive officer for or as a result
of action taken or not taken while such director or executive officer was acting
in his capacity as a director,  officer,  employee or agent of the Company.  The
obligations of the Company for indemnification is limited to the extent provided
in the Delaware General Corporation Law and is also limited in situations where,
among others,  the  indemnitee is  deliberately  dishonest,  gains any profit or
advantage to which he is not legally entitled or is otherwise indemnified.

      Insofar as  indemnification  for liabilities  arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised  that in the opinion of the  Securities  and  Exchange  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against  such  liabilities  (other  than the  payment by the Company of expenses
incurred or paid by a director,  officer or controlling person of the Company in
the  successful  defense of any action,  suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered,  the Company  will,  unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction  the  question  of whether  such  indemnification  by it is against
public  policy as  expressed in the  Securities  Act and will be governed by the
final adjudication of such issue.



                                       7
<PAGE>

ITEM 7. Exemption From Registration Claimed.

      Not Applicable.

ITEM 8. Exhibits.

Number   Description

4.0      110 Media Group, Inc. 2003 Equity Incentive Plan

4.1      Form of Stock Option Agreement

5.0      Consent and Opinion of Sommer & Schneider LLP

24.0     Consent of Marcum & Kliegman LLP

ITEM 9. Undertakings.

      The undersigned registrant hereby undertakes:

(1)   To file,  during any  period in which  offers or sales are being  made,  a
      post-effective amendment to this registration statement:

      (a)   To  include  any  prospectus  required  by Section  10(a)(3)  of the
            Securities Act of 1933.

      (b)   To reflect in the  prospectus  any facts or events arising after the
            effective  date of the  registration  statement  (or the most recent
            post-effective  amendment  thereof)  which,  individually  or in the
            aggregate,  represent a fundamental  change in the  information  set
            forth in the registration statement; and

      (c)   To include  any  material  information  with  respect to the plan of
            distribution not previously disclosed in the registration  statement
            or any  material  change  to such  information  in the  registration
            statement.

            Provided, however, that paragraphs (1)(a) and (1)(b) do not apply if
            the  registration  statement  is on  Form  S-3 or  Form  S-8 and the
            information required to be included in a post-effective amendment by
            this  paragraphs  is  contained  in  periodic  reports  filed by the
            registrant pursuant to Section 13 or Section 15(d) of the Securities
            Exchange  Act of 1934  that are  incorporated  by  reference  in the
            registration statement.

(2)   That,  for the purpose of determining  any liability  under the Securities
      Act of 1933,  each such  post-effective  amendment shall be deemed to be a
      new registration statement relating to the securities offered therein, and
      the  offering  of such  securities  at that time shall be deemed to be the
      initial bona fide offering thereof.



                                       8
<PAGE>

(3)   To remove from registration by means of a post-effective  amendment any of
      the securities  being registered which remain unsold at the termination of
      the offering.

(4)   That, for purposes of determining  any liability  under the Securities Act
      of 1933, each filing of the registrant's annual report pursuant to Section
      13(a) or Section 15(d) of the  Securities  Exchange Act of 1934 and, where
      applicable,  each  filing of an  employee  benefit  plan's  annual  report
      pursuant to Section 15(d) of the Securities  Exchange Act of 1934) that is
      incorporated by reference in the registration statement shall be deemed to
      be a  new  registration  statement  relating  to  the  securities  offered
      therein,  and the offering of such securities at that time shall be deemed
      to be the initial bona fide offering thereof.

(5)   To deliver or cause to be delivered with the prospectus, to each person to
      whom the prospectus is sent or given, the latest annual report to security
      holders that is  incorporated by reference in the prospectus and furnished
      pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under
      the  Securities  Exchange  Act  of  1934;  and,  where  interim  financial
      information required to be presented by Item 310(b) of Registration S-B is
      not set forth in the prospectus,  to deliver, or cause to be delivered, to
      each person to whom the prospectus is sent or given,  the latest quarterly
      report that is specifically incorporated by reference in the prospectus to
      provide such interim financial information.

(6)   To deliver or cause to be delivered  with the  prospectus to each employee
      to whom the prospectus is sent or given, a copy of the registrant's annual
      report to  stockholders  for its last fiscal  year,  unless such  employee
      otherwise  has  received  a  copy  of  such  report,  in  which  case  the
      registration  shall state in the prospectus that it will promptly furnish,
      without charge,  a copy of such report on written request of the employee.
      If the last fiscal year of the  registrant has ended within 120 days prior
      to the use of the prospectus,  the annual report of the registrant for the
      preceding fiscal year may be so delivered,  but within such 120-day period
      the annual  report for the last fiscal year will be furnished to each such
      employee.

(7)   To transmit or cause to be transmitted to all employees  participating  in
      the Plans who do not otherwise  receive such material as  stockholders  of
      the registrant, at the time and in the manner such material is sent to its
      stockholders,   copies  of  all  reports,   proxy   statements  and  other
      communications distributed to its stockholders generally.


                                       9
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the Town of Melville, State of New York, on November 30, 2004.

                                            110 MEDIA GROUP, INC.


                                            /s/ Raymond Barton
                                            ----------------------------------
                                            Raymond Barton, Chairman and CEO

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated.

Signatures                      Position                     Date


/s/ Raymond Barton              Chairman and                 November 30, 2004
--------------------------      Chief Executive Officer
Raymond Barton


/s/ Timothy Schmidt             President and                November 30, 2004
--------------------------      Director
Timothy Schmidt


                                       10
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{"company-data": {"conformed-name": "110 MEDIA GROUP, INC.", "cik": "0000824104", "assigned-sic": "4899", "irs-number": "134127624", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-120875", "film-number": "041175303"}, "business-address": {"street1": "C/O BOOKDIGITAL.COM, INC.", "street2": "142 WEST 38TH STREET 2ND FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10018", "phone": "6313850007"}, "mail-address": {"street1": "95 BROADHOLLOW ROAD, SUITE 101", "city": "MELVILLE", "state": "NY", "zip": "11747"}, "former-company": [{"former-conformed-name": "DOMINIX INC", "date-changed": "20001030"}, {"former-conformed-name": "MEDICAL MANAGEMENT SYSTEMS INC", "date-changed": "19970814"}, {"former-conformed-name": "DOG WORLD INC", "date-changed": "19920703"}]}
As filed with the Securities and Exchange Commission on November 30, 2004
                                             Registration No. 333-______________
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                   ----------
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                              110 MEDIA GROUP, INC.
                              ---------------------
               (Exact name of issuer as specified in its charter)

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

95 Broadhollow Road, Suite 101, Melville, New York               11747
--------------------------------------------------         -----------------
  (Address of Principal Executive Offices)                    (Zip Code)

                           2003 Equity Incentive Plan
                           --------------------------
                            (Full title of the Plan)

                               Raymond Barton, CEO
                              110 Media Group, Inc.
                         95 Broadhollow Road, Suite 101
                               Melville, NY 11747
                  --------------------------------------------
                     (Name and address of agent for service)

                                 (631) 385-0007
          (Telephone number, including area code of agent for service)
                                   ----------
                                   copies to:

                             Sommer & Schneider LLP
                          595 Stewart Avenue, Suite 710
                              Garden City, NY 11530
                                 (516) 228-8181

      Approximate date of commencement of proposed sale to the public:  Upon the
exercise of the options  granted or the sale of shares  granted under the Equity
Incentive Plan, but in no event prior to the effective date of this Registration
Statement.
CALCULATION OF REGISTRATION FEE

                                                 Proposed             Proposed
Title of                                          maximum              maximum
securities                  Amount               offering             aggregate            Amount of
to be                        to be               price per             offering           registration
registered                registered(1)            share                price                 fee(2)
----------                -------------            -----                -----                 ------
Common Stock               2,500,000               $.195               $487,500               $61.78

TOTAL                                                                  $487,500               $61.78
------------
(1)   The  aggregate  amount of  securities  registered  hereunder  is 2,500,000
      shares  of common  stock  which  have been  authorized  and  reserved  for
      issuance under the Company's 2003 Equity Incentive Plan.  Pursuant to Rule
      416  promulgated  under  the  Securities  Act of 1933,  as  amended,  this
      Registration Statement covers such additional shares of common stock to be
      offered or issued to prevent  dilution as a result of future stock splits,
      stock dividends or similar transactions.
(2)   The fee with respect to these shares has been calculated pursuant to Rules
      457(h)  and  457(c)  under the  Securities  Act of 1933 and based upon the
      closing  price of the  Registrant's  Common  Stock on November 29, 2004, a
      date within five (5) days prior to the date of filing of this Registration
      Statement, as reported by the OTC-Bulletin Board.

Documents Incorporated by Reference    [X]  Yes        [ ]  No

                                EXPLANATORY NOTE

      The Reoffer Prospectus,  filed as part of this Registration Statement, has
been prepared in accordance  with the  requirements of Form S-3 and will be used
for offers of Common Stock of 110 Media Group, Inc. (the "Company"),  by persons
who may be deemed to be  affiliates  of the  Company (as that term is defined in
Rule 405 under the Securities Act of 1933, as amended) pursuant to the Company's
2003 Equity Incentive Plan (the "Plan").

                                       ii
CROSS REFERENCE SHEET

                    Between Items of Form S-3 and Prospectus
                    Pursuant to Rule 501(b) of Regulation S-K

     Registration Statement
     Item and Heading                                 Location in Prospectus

1.   Forepart of the Registration
     Statement and Outside Front
     Cover Page of Prospectus.......................  Cover Page

2.   Inside Front and Outside Back
     Cover Pages of Prospectus......................  Inside Cover Page

3.   Summary Information, Risk
     Factors and Ratio of Earnings
     to Fixed Charges...............................  Introduction

4.   Use of Proceeds................................  Not applicable

5.   Determination  of  Offering  Price.............  Not applicable

6.   Dilution.......................................  Not applicable

7.   Selling Security Holders.......................  Cover Page, Selling
                                                      Shareholders

8.   Plan of Distribution...........................  Selling Shareholders

9.   Description of Securities
     to be Registered...............................  Documents Incorporated
                                                      by Reference

10.  Interests of Named Experts
     and Counsel....................................  Legal Opinion and Experts

11.  Material Changes...............................  Not applicable

12.  Incorporation of Certain
     Information by Reference.......................  Documents Incorporated by
                                                      Reference

13.  Disclosure of Commission
     Position on Indemnification of
     Securities Act Liabilities.....................  Indemnification

                                       iii
REOFFER PROSPECTUS

                              110 MEDIA GROUP, INC.

                                2,500,000 SHARES
                                  COMMON STOCK
                                 $.001 PAR VALUE
                                 --------------

      This Prospectus is being used in connection with the offering from time to
time by certain shareholders  ("Selling  Shareholders") of 110 Media Group, Inc.
(the  "Company")  or their  successors in interest of shares of the Common Stock
($.001  par value) of the  Company  ("Common  Stock")  which have been or may be
acquired upon the exercise of stock options or upon the issuance of stock awards
pursuant to the Company's 2003 Equity Incentive Plan ("Plan").

      The Common Stock may be sold from time to time by the Selling  Shareholder
or by pledgees, donees, transferees, or other successors in interest. Such sales
may be made in the  over-the-counter  market or otherwise at prices and at terms
then  prevailing or at prices  related to the then current  market price,  or in
negotiated  transactions.  The  Common  Stock  may be sold by one or more of the
following:  (a) a block  trade in which the  broker or  dealer so  engaged  will
attempt to sell the shares as agent but may position and resell a portion of the
block as principal to facilitate the  transaction;  (b) purchases by a broker or
dealer as principal and resale by such broker or dealer for its account pursuant
to this Prospectus; (c) an exchange distribution in accordance with the rules of
such exchange; and (d) ordinary brokerage transactions and transactions in which
the broker solicits purchases.  In effecting sales,  brokers, or dealers engaged
by the  Selling  Shareholder  may  arrange  for  other  brokers  or  dealers  to
participate.  Brokers or dealers will  receive  commissions  or  discounts  from
Selling Shareholders in amounts to be negotiated  immediately prior to the sale.
Such  brokers or dealers and any other  participating  brokers or dealers may be
deemed to be "underwriters" within the meaning of the Securities Act of 1933, as
amended (the "Act") in connection with such sales.  In addition,  any securities
covered by this  Prospectus  which  qualify for sale pursuant to Rule 144 may be
sold under Rule 144 rather than  pursuant to this  Prospectus.  The Company will
not receive any of the proceeds from the sale of these  shares,  although it has
paid the  expenses of preparing  this  Prospectus  and the related  Registration
Statement.

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

      THESE  SECURITIES  HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND  EXCHANGE  COMMISSION  NOR HAS THE  COMMISSION  PASSED UPON THE  ACCURACY OR
ADEQUACY OF THIS PROSPECTUS.  ANY  REPRESENTATION  TO THE CONTRARY IS A CRIMINAL
OFFENSE.

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

      The closing  bid price of the  Company's  Common  Stock as reported by the
OTC-Bulletin Board on November 29, 2004 was $.195.

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

      The date of this Prospectus is November 30, 2004.
NO  DEALER,  SALESMAN  OR ANY OTHER  PERSON  HAS BEEN  AUTHORIZED  TO GIVE
INFORMATION  OR TO MAKE  REPRESENTATIONS  NOT  CONTAINED IN THIS  PROSPECTUS  IN
CONNECTION WITH THE OFFERING  CONTAINED HEREIN AND, IF GIVEN OR MADE INFORMATION
OR  REPRESENTATION  MUST NOT BE RELIED  UPON AS HAVING  BEEN  AUTHORIZED  BY THE
COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING OF ANY SECURITIES OTHER
THAN THOSE TO WHICH IT RELATES  OR IN ANY STATE OR OTHER  JURISDICTION  IN WHICH
SUCH OFFERING MAY NOT LAWFULLY BE MADE.  NEITHER THE DELIVERY OF THIS PROSPECTUS
NOR  ANY  SALE  MADE  HEREUNDER  SHALL,  UNDER  ANY  CIRCUMSTANCES,  CREATE  ANY
IMPLICATION  THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE  COMPANY  SINCE
THE DATE HEREOF OR SINCE THE DATES AS OF WHICH INFORMATION IS SET FORTH HEREIN.

                              AVAILABLE INFORMATION

      The  Company  has  filed a  Registration  Statement  on Form S-8 under the
Securities Act with respect to the Common Stock offered hereby. This Prospectus,
which  constitutes a part of the  Registration  Statement,  omits certain of the
information  contained  in the  Registration  Statement  and  the  exhibits  and
schedules thereto on file with the Commission pursuant to the Securities Act and
the rules and regulations of the Commission thereunder.  For further information
with  respect to the  Company  and its Common  Stock,  reference  is made to the
Registration  Statement  and the  exhibits  and  schedules  thereto.  Statements
contained in this  Prospectus  regarding  the contents of any agreement or other
document filed as an exhibit to the  Registration  Statement are not necessarily
complete,  and in each  instance  reference is made to the copy of such document
filed as an exhibit to the  Registration  Statement,  each such statement  being
qualified  in all  respects  by  such  reference.  The  Registration  Statement,
including the exhibits and schedules thereto, can be inspected and copied at the
Commission's offices as described above.

      The Company is subject to the  reporting  requirements  of the  Securities
Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in  accordance
therewith  files  annual  and  quarterly  reports,  proxy  statements  and other
information  with the  Commission.  Such  reports,  proxy  statements  and other
information   filed  by  the  Company  with  the  Commission   pursuant  to  the
informational  requirements  of the Exchange Act may be inspected  and copied at
the  public  reference  facilities  maintained  by the  Commission  at 450 Fifth
Street, N.W., Room 1024, Judiciary Plaza, Washington,  D.C. 20549, as well as at
the Commission's  Regional Office at Citicorp  Center,  500 West Madison Street,
Suite 1400, Chicago,  Illinois 60661. Copies of such material may be obtained at
prescribed  rates from the Public  Reference Room of the Commission at 450 Fifth
Street, N.W., Judiciary Plaza,  Washington,  D.C. 20549.  Information concerning
the  operation  of the Public  Reference  Room may be  obtained  by calling  the
Commission  at  1-800-SEC-0330.  The  Commission  maintains an Internet  site at
http://www.sec.gov  that contains reports,  proxy and information statements and
other  information  regarding  registrants,  including  the  Company,  that file
electronically with the Commission.

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

                                       2
The  Company  will  provide  without  charge  to each  person to whom this
Prospectus is delivered,  upon written or oral request of such person, a copy of
any and all of the information that has been or may be incorporated by reference
in this  Prospectus  but is not  delivered  with  this  Prospectus  (other  than
exhibits to such information  unless such exhibits are incorporated by reference
in this  Prospectus).  Such requests may be mailed to 110 Media Group,  Inc., 95
Broadhollow  Road,  Suite 101,  Melville,  New York  11747,  Attention:  Raymond
Barton, or may be made by telephone to Mr. Barton at (631) 385-0007.

                                       3
SELLING SHAREHOLDERS

      Shares of common stock may be offered by certain  officers  and  directors
who are to be named in one or more supplements to this  Prospectus,  who acquire
shares pursuant to the exercise of options or stock grants pursuant to the Plan.

                       DOCUMENTS INCORPORATED BY REFERENCE

      The following  documents are  incorporated in this Prospectus by reference
and made a part hereof:

(a)   The  Company's  Annual Report on Form 10-KSB,  as amended,  for the fiscal
      year ended December 31, 2003;

(b)   The Company's  Quarterly Report on Form 10-QSB for the quarter ended March
      31, 2004;

(c)   The Company's  Quarterly  Report on Form 10-QSB for the quarter ended June
      30, 2004;

(d)   The  Company's  Quarterly  Report on Form  10-QSB  for the  quarter  ended
      September 30, 2004;

(e)   The  Company's  Current  Report on Form 8-K filed with the SEC on April 6,
      2004;

(f)   Definitive 14C Information Statement filed with the SEC on May 13, 2004;

(g)   The  Company's  Current  Report on Form 8-K filed with the SEC on July 15,
      2004;

(h)   The Company's  Current  Report on Form 8-K filed with the SEC on September
      2, 2004;

(i)   The Company's  Current  Report on Form 8-K filed with the SEC on September
      17, 2004 and amended on September 20, 2004;

(j)   The Company's Current Report on Form 8-K filed with the SEC on October 12,
      2004; and

(k)   All  other  documents  filed  by  the  Company  after  the  date  of  this
      Registration  Statement  under Section 13(a),  13(c),  14 and 15(d) of the
      Securities  Exchange Act of 1934,  prior to the filing of a post-effective
      amendment  to  the   Registration   Statement  which  indicates  that  all
      securities offered have been sold or which deregisters all securities then
      remaining in the  Registration  Statement  and to be part thereof from the
      date of filing of such documents.

                                       4
EXPERTS

      The consolidated  financial statements of the Company at December 31, 2003
and 2002 and for the two years  ended  December  31,  2003 are  incorporated  by
reference herein and in the registration statement have been audited by Marcum &
Kliegman LLP,  independent  registered public  accountants as set forth in their
respective report thereon  incorporated herein by reference,  and is included in
reliance  upon such  report  given on the  authority  of such firm as experts in
accounting and auditing.

                                  LEGAL OPINION

      The legality of the Common Stock to be offered hereby has been passed upon
for the  Company by the firm of Sommer &  Schneider  LLP,  595  Stewart  Avenue,
Garden City, NY 11530.

                                 INDEMNIFICATION

      The Certificate of  Incorporation  and By-laws of the Company provide that
the Company shall indemnify to the fullest  permitted by Delaware law any person
whom it may indemnify thereunder,  including directors,  officers, employees and
agents of the Company.  Such indemnification  (other than as ordered by a court)
shall be made by the Company only upon a determination  that  indemnification is
proper in the circumstances  because the individual met the applicable  standard
of conduct  i.e.,  such person acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best  interest of the Company.  Advances
for  such   indemnification  may  be  made  pending  such  determination.   Such
determination  shall  be  made by a  majority  vote of a  quorum  consisting  of
disinterested directors, or by independent legal counsel or by the stockholders.
In addition, the Certificate of Incorporation  provides for the elimination,  to
the extent permitted by Delaware law, of personal  liability of directors to the
Company and its  stockholders  for monetary damages for breach of fiduciary duty
as directors.

      The Company has also  agreed to  indemnify  each  director  and  executive
officer  pursuant to an  Indemnification  Agreement  with each such director and
executive officer from and against any and all expenses, losses, claims, damages
and liability  incurred by such director or executive officer for or as a result
of action taken or not taken while such director or executive officer was acting
in his capacity as a director,  officer,  employee or agent of the Company.  The
obligations of the Company for indemnification is limited to the extent provided
in the Delaware General Corporation Law and is also limited in situations where,
among others,  the  indemnitee is  deliberately  dishonest,  gains any profit or
advantage to which he is not legally entitled or is otherwise indemnified.

      Insofar as  indemnification  for liabilities  arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised  that in the opinion of the  Securities  and  Exchange  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against  such  liabilities  (other  than the  payment by the Company of expenses
incurred or paid by a director,  officer or controlling person of the Company in
the  successful  defense of any action,  suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered,  the Company  will,  unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction  the  question  of whether  such  indemnification  by it is against
public  policy as  expressed in the  Securities  Act and will be governed by the
final adjudication of such issue.

                                       5
PART II

ITEM 3. Incorporation of Documents by Reference.

      The following documents are incorporated by reference in this Registration
Statement and made a part hereof:

(a)   The  Company's  Annual Report on Form 10-KSB,  as amended,  for the fiscal
      year ended December 31, 2003;

(b)   The Company's  Quarterly Report on Form 10-QSB for the quarter ended March
      31, 2004;

(c)   The Company's  Quarterly  Report on Form 10-QSB for the quarter ended June
      30, 2004;

(d)   The  Company's  Quarterly  Report on Form  10-QSB  for the  quarter  ended
      September 30, 2004;

(e)   The  Company's  Current  Report on Form 8-K filed with the SEC on April 6,
      2004;

(f)   Definitive 14C Information Statement filed with the SEC on May 13, 2004;

(g)   The  Company's  Current  Report on Form 8-K filed with the SEC on July 15,
      2004;

(h)   The Company's  Current  Report on Form 8-K filed with the SEC on September
      2, 2004;

(i)   The Company's  Current  Report on Form 8-K filed with the SEC on September
      17, 2004 and amended on September 20, 2004;

(j)   The Company's Current Report on Form 8-K filed with the SEC on October 12,
      2004;

(k)   All  other  documents  filed  by  the  Company  after  the  date  of  this
      Registration  Statement  under Section 13(a),  13(c),  14 and 15(d) of the
      Securities  Exchange Act of 1934,  prior to the filing of a post-effective
      amendment  to  the   Registration   Statement  which  indicates  that  all
      securities offered have been sold or which deregisters all securities then
      remaining in the  Registration  Statement  and to be part thereof from the
      date of filing of such documents.

ITEM 4. Description of Securities.

      Not Applicable

                                       6
ITEM 5. Interest of Named Experts and Counsel.

      Certain  legal  matters in  connection  with the shares  being  registered
herein  will be  passed  upon for the  Company  by the Law  Offices  of Sommer &
Schneider  LLP,  595 Stewart  Avenue,  Suite 710,  Garden  City,  NY 11530.  The
partners of Sommer & Schneider  LLP own an  aggregate  of 262,000  shares of the
Company's Common Stock.

ITEM 6. Indemnification of Directors and Officers.

      The Certificate of  Incorporation  and By-laws of the Company provide that
the Company shall indemnify to the fullest  permitted by Delaware law any person
whom it may indemnify thereunder,  including directors,  officers, employees and
agents of the Company.  Such indemnification  (other than as ordered by a court)
shall be made by the Company only upon a determination  that  indemnification is
proper in the circumstances  because the individual met the applicable  standard
of conduct  i.e.,  such person acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best  interest of the Company.  Advances
for  such   indemnification  may  be  made  pending  such  determination.   Such
determination  shall  be  made by a  majority  vote of a  quorum  consisting  of
disinterested directors, or by independent legal counsel or by the stockholders.
In addition, the Certificate of Incorporation  provides for the elimination,  to
the extent permitted by Delaware law, of personal  liability of directors to the
Company and its  stockholders  for monetary damages for breach of fiduciary duty
as directors.

      The Company has also  agreed to  indemnify  each  director  and  executive
officer  pursuant to an  Indemnification  Agreement  with each such director and
executive officer from and against any and all expenses, losses, claims, damages
and liability  incurred by such director or executive officer for or as a result
of action taken or not taken while such director or executive officer was acting
in his capacity as a director,  officer,  employee or agent of the Company.  The
obligations of the Company for indemnification is limited to the extent provided
in the Delaware General Corporation Law and is also limited in situations where,
among others,  the  indemnitee is  deliberately  dishonest,  gains any profit or
advantage to which he is not legally entitled or is otherwise indemnified.

      Insofar as  indemnification  for liabilities  arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised  that in the opinion of the  Securities  and  Exchange  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against  such  liabilities  (other  than the  payment by the Company of expenses
incurred or paid by a director,  officer or controlling person of the Company in
the  successful  defense of any action,  suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered,  the Company  will,  unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction  the  question  of whether  such  indemnification  by it is against
public  policy as  expressed in the  Securities  Act and will be governed by the
final adjudication of such issue.

                                       7
ITEM 7. Exemption From Registration Claimed.

      Not Applicable.

ITEM 8. Exhibits.

Number   Description

4.0      110 Media Group, Inc. 2003 Equity Incentive Plan

4.1      Form of Stock Option Agreement

5.0      Consent and Opinion of Sommer & Schneider LLP

24.0     Consent of Marcum & Kliegman LLP

ITEM 9. Undertakings.

      The undersigned registrant hereby undertakes:

(1)   To file,  during any  period in which  offers or sales are being  made,  a
      post-effective amendment to this registration statement:

      (a)   To  include  any  prospectus  required  by Section  10(a)(3)  of the
            Securities Act of 1933.

      (b)   To reflect in the  prospectus  any facts or events arising after the
            effective  date of the  registration  statement  (or the most recent
            post-effective  amendment  thereof)  which,  individually  or in the
            aggregate,  represent a fundamental  change in the  information  set
            forth in the registration statement; and

      (c)   To include  any  material  information  with  respect to the plan of
            distribution not previously disclosed in the registration  statement
            or any  material  change  to such  information  in the  registration
            statement.

            Provided, however, that paragraphs (1)(a) and (1)(b) do not apply if
            the  registration  statement  is on  Form  S-3 or  Form  S-8 and the
            information required to be included in a post-effective amendment by
            this  paragraphs  is  contained  in  periodic  reports  filed by the
            registrant pursuant to Section 13 or Section 15(d) of the Securities
            Exchange  Act of 1934  that are  incorporated  by  reference  in the
            registration statement.

(2)   That,  for the purpose of determining  any liability  under the Securities
      Act of 1933,  each such  post-effective  amendment shall be deemed to be a
      new registration statement relating to the securities offered therein, and
      the  offering  of such  securities  at that time shall be deemed to be the
      initial bona fide offering thereof.

                                       8
(3)   To remove from registration by means of a post-effective  amendment any of
      the securities  being registered which remain unsold at the termination of
      the offering.

(4)   That, for purposes of determining  any liability  under the Securities Act
      of 1933, each filing of the registrant's annual report pursuant to Section
      13(a) or Section 15(d) of the  Securities  Exchange Act of 1934 and, where
      applicable,  each  filing of an  employee  benefit  plan's  annual  report
      pursuant to Section 15(d) of the Securities  Exchange Act of 1934) that is
      incorporated by reference in the registration statement shall be deemed to
      be a  new  registration  statement  relating  to  the  securities  offered
      therein,  and the offering of such securities at that time shall be deemed
      to be the initial bona fide offering thereof.

(5)   To deliver or cause to be delivered with the prospectus, to each person to
      whom the prospectus is sent or given, the latest annual report to security
      holders that is  incorporated by reference in the prospectus and furnished
      pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under
      the  Securities  Exchange  Act  of  1934;  and,  where  interim  financial
      information required to be presented by Item 310(b) of Registration S-B is
      not set forth in the prospectus,  to deliver, or cause to be delivered, to
      each person to whom the prospectus is sent or given,  the latest quarterly
      report that is specifically incorporated by reference in the prospectus to
      provide such interim financial information.

(6)   To deliver or cause to be delivered  with the  prospectus to each employee
      to whom the prospectus is sent or given, a copy of the registrant's annual
      report to  stockholders  for its last fiscal  year,  unless such  employee
      otherwise  has  received  a  copy  of  such  report,  in  which  case  the
      registration  shall state in the prospectus that it will promptly furnish,
      without charge,  a copy of such report on written request of the employee.
      If the last fiscal year of the  registrant has ended within 120 days prior
      to the use of the prospectus,  the annual report of the registrant for the
      preceding fiscal year may be so delivered,  but within such 120-day period
      the annual  report for the last fiscal year will be furnished to each such
      employee.

(7)   To transmit or cause to be transmitted to all employees  participating  in
      the Plans who do not otherwise  receive such material as  stockholders  of
      the registrant, at the time and in the manner such material is sent to its
      stockholders,   copies  of  all  reports,   proxy   statements  and  other
      communications distributed to its stockholders generally.

                                       9
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the Town of Melville, State of New York, on November 30, 2004.

                                            110 MEDIA GROUP, INC.

                                            /s/ Raymond Barton
                                            ----------------------------------
                                            Raymond Barton, Chairman and CEO

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated.

Signatures                      Position                     Date

/s/ Raymond Barton              Chairman and                 November 30, 2004
--------------------------      Chief Executive Officer
Raymond Barton

/s/ Timothy Schmidt             President and                November 30, 2004
--------------------------      Director
Timothy Schmidt

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