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

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 22, 2005
                                                  -----------------

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

Delaware                                0-29462                 13-412764
--------                                -------                 ---------
(State of Incorporation)        (Commission File Number)      (IRS Employer
                                                            Identification No.)

                         31 West Main Street, Suite 312
                               Patchogue, NY 11772
                               -------------------
                    (Address of Principal Executive Offices)

                                 (631) 207-2227
                                 --------------
              (Registrant's telephone number, including area code)


                         95 Broadhollow Road, Suite 101
                               Melville, NY 11747
                               ------------------
          (former name or former address, if changed since last report)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

|_|   Written  communications  pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement  communications  pursuant  to  Rule  14d-2(b)  under  the
      Exchange Act (17 CFR 240.24d-2(b))

|_|   Pre-commencement  communications  pursuant  to  Rule  13e-4(c)  under  the
      Exchange Act (17 CFR 240.23e-4(c))

<PAGE>

Item 2.01  Completion of Acquisition or Disposition of Assets

      On December  22, 2005,  we completed  the  acquisition  of Global  Portals
Online,  Inc., a Florida  Corporation  ("Global")  pursuant to the Agreement and
Plan of Share Exchange dated December 1, 2005.

      At the effective time of the share  exchange,  all of the shares of Global
were  exchanged  for an aggregate of 11,442,446  shares of the Company's  common
stock on the  basis of 2.54  shares of  Global  for one  share of the  Company's
common stock.

      The  11,442,446  shares of common stock issued to the Global  shareholders
represent  approximately  85% of the  post-share  exchange  common  stock of the
Company.

Item 5.01 Changes in Control of the Registrant

      Under the Agreement and Plan of Share Exchange,  Darren Cioffi resigned as
a  director  of and  appointed  William  Mobley  as  the  sole  director  of the
Registrant.

         William  Mobley founded and has served as the Chairman of the Board and
Chief Executive Officer of Global Portals Online, Inc. since 2001. Mr. Mobley is
also  the  founder,  Chairman  of the  Board  and  Chief  Executive  Officer  of
Nextelligence,  Inc., a privately held company, which provides various levels of
assistance to dynamic  Internet  entrepreneurs.  Nextelligence  transforms these
entrepreneurs' concepts into successful enterprises.

Mr. Mobley previously founded and served as the Chairman of MegaMedia  Networks,
Inc., an Internet  broadcasting and distribution  company that delivered popular
music, sports and entertainment through its online portal, MegaChannels.com. Mr.
Mobley also founded and served as President of World Commerce Online,  Inc. from
1994-1999, a recognized leader in e-commerce  business-to-business  and industry
based solutions.

Item 9.01  Financial Statements and Exhibits

(c) Exhibits.

10.1 Agreement and Plan of Share Exchange
10.2 Mobley Employment Agreement
10.3 Forde Employment Agreement
99.1 Press Release


                                       2
<PAGE>

                                   SIGNATURES

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

                                          110 MEDIA GROUP, INC.

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

Date: December 28, 2005


                                       3
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UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 22, 2005
                                                  -----------------

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

Delaware                                0-29462                 13-412764
--------                                -------                 ---------
(State of Incorporation)        (Commission File Number)      (IRS Employer
                                                            Identification No.)

                         31 West Main Street, Suite 312
                               Patchogue, NY 11772
                               -------------------
                    (Address of Principal Executive Offices)

                                 (631) 207-2227
                                 --------------
              (Registrant's telephone number, including area code)

                         95 Broadhollow Road, Suite 101
                               Melville, NY 11747
                               ------------------
          (former name or former address, if changed since last report)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

|_|   Written  communications  pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement  communications  pursuant  to  Rule  14d-2(b)  under  the
      Exchange Act (17 CFR 240.24d-2(b))

|_|   Pre-commencement  communications  pursuant  to  Rule  13e-4(c)  under  the
      Exchange Act (17 CFR 240.23e-4(c))
Item 2.01  Completion of Acquisition or Disposition of Assets

      On December  22, 2005,  we completed  the  acquisition  of Global  Portals
Online,  Inc., a Florida  Corporation  ("Global")  pursuant to the Agreement and
Plan of Share Exchange dated December 1, 2005.

      At the effective time of the share  exchange,  all of the shares of Global
were  exchanged  for an aggregate of 11,442,446  shares of the Company's  common
stock on the  basis of 2.54  shares of  Global  for one  share of the  Company's
common stock.

      The  11,442,446  shares of common stock issued to the Global  shareholders
represent  approximately  85% of the  post-share  exchange  common  stock of the
Company.

Item 5.01 Changes in Control of the Registrant

      Under the Agreement and Plan of Share Exchange,  Darren Cioffi resigned as
a  director  of and  appointed  William  Mobley  as  the  sole  director  of the
Registrant.

         William  Mobley founded and has served as the Chairman of the Board and
Chief Executive Officer of Global Portals Online, Inc. since 2001. Mr. Mobley is
also  the  founder,  Chairman  of the  Board  and  Chief  Executive  Officer  of
Nextelligence,  Inc., a privately held company, which provides various levels of
assistance to dynamic  Internet  entrepreneurs.  Nextelligence  transforms these
entrepreneurs' concepts into successful enterprises.

Mr. Mobley previously founded and served as the Chairman of MegaMedia  Networks,
Inc., an Internet  broadcasting and distribution  company that delivered popular
music, sports and entertainment through its online portal, MegaChannels.com. Mr.
Mobley also founded and served as President of World Commerce Online,  Inc. from
1994-1999, a recognized leader in e-commerce  business-to-business  and industry
based solutions.

Item 9.01  Financial Statements and Exhibits

(c) Exhibits.

10.1 Agreement and Plan of Share Exchange
10.2 Mobley Employment Agreement
10.3 Forde Employment Agreement
99.1 Press Release

                                       2
SIGNATURES

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

                                          110 MEDIA GROUP, INC.

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

Date: December 28, 2005

                                       3