U.S. SECURITIES AND EXCHANGE COMMISSION  
                                  Washington, D.C. 20549 

                                       FORM 10-KSB/A

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004 

OR 

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM 
______________ TO ______________ 

                     COMMISSION FILE NUMBER: 000-28083 

                        NEXT GENERATION MEDIA CORP. 
         (Exact name of Company as specified in its charter) 

             Nevada                                88-0169543
(State or jurisdiction of incorporation       (I.R.S. Employer or 
          organization)                         Identification No.)  
  
          7644 Dynatech Court, Springfield, Virginia    22153
          (Address of principal executive offices)    (Zip Code)

             Company's telephone number: (703) 644-0200 

     Securities registered pursuant to Section 12(b) of the Act: None 

     Securities registered pursuant to Section 12(g) of the Act: None

     Indicate by check mark whether the Company (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities 
Exchange Act of 1934 during the preceding 12 months (or for such 
shorter period that the Company was required to file such reports), 
and (2) been subject to such filing requirements for the past 90 
days. Yes X  No___ 

     Indicate by check mark if disclosure of delinquent filers pursuant to 
Item 405 of Regulation S-K is not contained herein, and will not be 
contained, to the best of Company'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 [  ]. 

     The Company had $7,821,606 in revenue for the fiscal year ended on 
December 31, 2004. The aggregate market value of the voting stock 
held by non-affiliates of the Company as of March 31, 2005: Common 
Stock, par value $0.001 per share -- $1,473,276. As of December 31, 
2004, the Company had 10,523,397 shares of common stock issued and 
outstanding, of which 4,661,672 were held by non-affiliates.

                           TABLE OF CONTENTS

PART I

ITEM 1.  Description of Business....................

ITEM 2.  Description of Property...................

ITEM 3.  Legal Proceedings.....................

ITEM 4.  Submission of Matters to a Vote of Security Holders.

PART II

ITEM 5.  Market for Common Equity and Other Shareholder Matters..

ITEM 6.  Management's Discussion and Analysis of Financial 
         Condition and Results of Operations................

ITEM 7.  Financial Statements....................

ITEM 8.  Changes in and Disagreements with Accountants on
         Accounting and Financial Disclosure..............

PART III

ITEM 9.  Directors, Executive Officers, Promoters
         and Control Persons; Compliance with Section
         16(a) of the Exchange Act...................

ITEM 10. Executive Compensation..................

ITEM 11. Security Ownership of Certain Beneficial
         Owners and Management....................

ITEM 12. Certain Relationships and Related Transactions.........

ITEM 13. Exhibits and Reports on Form 8-K...............

ITEM 14. Controls and Procedures..................

Signatures.................................


PART I.

RISK FACTORS AND CAUTIONARY STATEMENTS

Forward-looking statements in this report are made pursuant to the 
"safe harbor" provisions of the Private Securities Litigation Reform 
Act of 1995. The Company wishes to advise readers that actual results 
may differ substantially from such forward-looking statements. 
Forward-looking statements include statements concerning underlying 
assumptions and other statements that are other than statements of 
historical facts. Forward-looking statements involve risks and 
uncertainties that could cause actual results to differ materially 
from those expressed or implied by the statements, including, but not 
limited to, the following: the ability of the Company to provide for 
its obligations, to provide working capital needs from operating 
revenues, to obtain additional financing needed for any future 
acquisitions, to meet competitive challenges and technological 
changes, and other risks detailed in the Company's periodic report 
filings with the Securities and Exchange Commission. 

ITEM 1. BUSINESS. 

Introduction

Next Generation Media Corporation (the "Company") was incorporated on 
November 21, 1980, under the laws of the State of Nevada under the 
name Micro Tech Industries, Inc.  On February 6, 1997, an unrelated 
third party purchased 85.72% of the outstanding stock of Micro Tech 
Industries, Inc. from its majority shareholder for $50,000 in cash. 
Effective March 31, 1997, Micro Tech Industries, Inc. changed its 
name to Next Generation Media Corporation.  Management believes that 
prior to February 6, 1997, the Company was a "shell" company for at 
least five years without assets and liabilities.  Management is 
unaware of any operating history prior to February 6, 1997.

Reporting Period Principle Services

During the reporting period, the Company operated as a holding 
company with one wholly-owned operating subsidiary, United Marketing 
Solutions, Inc. ("United").

The Company acquired United on April 1, 1999.  Originally founded in 
1981 as United Coupon Corporation, United has operated within the 
cooperative direct mail industry for twenty years.  United has 
diversified and expanded its product lines and markets to evolve from 
a coupon company to a full-service marketing provider specializing in 
two communication mediums: direct mail and direct marketing.  United 
offers advertising and marketing products and services through a 
network of franchisees in more than twenty states, with the largest 
concentration being in the northeast United States. United provides 
full-service design, layout, printing, packaging and distribution of 
marketing products and promotional coupons sold by the franchise 
network to local market businesses, services providers and 
professionals as resources to help them generate "trial and repeat" 
customers.  United's core product, the cooperative coupon envelope, 
reaches in excess of eighteen million mailboxes per year with an 
estimated four hundred million coupons.

Competition

The Company's current and future lines of business are highly 
competitive.  Firstly, the advertising business is highly competitive 
with many firms competing in various forms of media and possessing 
substantial resources.  The direct mail industry is highly fragmented 
and includes a large number of small and independent cooperative 
direct mailers in addition to competition from companies for whom 
coupon advertising is not their primary line of business.  In 
addition, several large firms, notably Val-Pak Direct Marketing 
Systems, Inc., Money Mailer and Advo, Inc., are direct competitors of 
United in its direct mail marketing business.  

Government Regulation

United is subject to state regulation as a franchiser, requiring 
United to file periodic state registration documents pertaining to 
the offering of area and regional franchise licenses.  Management 
believes that United is in substantial compliance with the applicable 
state franchise laws.

Employees

As of December 31, 2004, the Company, through United, had 
approximately 68 employees.  The Company does not have any collective 
bargaining agreements covering any of its employees, has not 
experienced any material labor disruption and is unaware of any 
efforts or plans to organize its employees. The Company considers 
relations with its employees to be good.

ITEM 2. DESCRIPTION OF PROPERTIES

The Company's principal executive and administrative offices are 
located at 7644 Dynatech Court, Springfield, Virginia 22153. The 
current yearly rent for this new facility is expected to be 
approximately $267,892 per year for a term scheduled to expire in 
2006. The Company considers these offices to be adequate and suitable 
for its current needs.

ITEM 3. LEGAL PROCEEDINGS

Other than as set forth below, the Company is not a party to any 
material pending legal proceedings and, to the best of its knowledge, 
no such action by or against the Company has been threatened.   The 
Company is subject to legal proceedings and claims that arise in the 
ordinary course of its business.  Although occasional adverse 
decisions or settlements may occur, the Company believes that the 
final disposition of such matters will not have material adverse 
effect on its financial position, results of operations or liquidity.

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

During the last quarter of fiscal year-ended December 2004, the 
Company did not submit any matters to a vote of security holders.
   
PART II.

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS. 

Market Information

The Company's Common Stock has been and is currently traded on the 
over-the-counter market and quotations are published on the OTC 
Bulletin Board under the symbol "NGMC" and began trading on June 11, 2001. 

The following table sets forth the range of high and low bid prices 
of the Common Stock for each fiscal quarterly period. Prices reported 
represent prices between dealers, do not include retail markups, 
markdowns or commissions and do not represent actual transactions.
Per Share Common Stock Bid Prices by Quarter

For the Fiscal Year Ended on December 31, 2004
                                                 High      Low

Quarter Ended December 31, 2004                   0.17     0.10
Quarter Ended September 30, 2004                  0.22     0.13
Quarter Ended June 30, 2004                       0.30     0.11
Quarter Ended March 31, 2004                      0.40     0.22

Per Share Common Stock Bid Prices by Quarter  
For the Fiscal Year Ended on December 31, 2003

                                                 High      Low

Quarter Ended December 31, 2003                  0.28      0.075
Quarter Ended September 30, 2003                 0.17      0.013
Quarter Ended June 30, 2003                      0.06      0.025
Quarter Ended March 31, 2003                     0.10      0.012

The ability of individual stockholders to trade their shares in a 
particular state may be subject to various rules and regulations of 
that state. A number of states require that an issuer's securities be 
registered in their state or appropriately exempted from registration 
before the securities are permitted to trade in that state. 

Presently, the Company has no plans to register its securities in any 
particular state. Further, most likely the Company's shares will be 
subject to the provisions of Section 15(g) and Rule 15g-9 of the 
Securities Exchange Act of 1934, as amended (the "Exchange Act"), 
commonly referred to as the "penny stock" rule. Section 15(g) sets 
forth certain requirements for transactions in penny stocks and Rule 
15g-9(d)(1) incorporates the definition of penny stock as that used 
in Rule 3a51-1 of the Exchange Act.

The Commission generally defines penny stock to be any equity 
security that has a market price less than $5.00 per share, subject 
to certain exceptions. Rule 3a51-1 provides that any equity security 
is considered to be a penny stock unless that security is: registered 
and traded on a national securities exchange meeting specified 
criteria set by the Commission; authorized for quotation on The 
NASDAQ Stock Market; issued by a registered investment company; 
excluded from the definition on the basis of price (at least $5.00 
per share) or the issuer's net tangible assets (at least $2 million); 
or exempted from the definition by the Commission. If the Company's 
shares are deemed to be a penny stock, trading in the shares will be 
subject to additional sales practice requirements of broker-dealers 
who sell penny stocks to persons other than established customers and 
accredited investors, generally persons with assets in excess of 
$1,000,000 or annual income exceeding $200,000, or $300,000 together 
with their spouse.

For transactions covered by these rules, broker-dealers must make a 
special suitability determination for the purchase of such securities 
and must have received the purchaser's written consent to the 
transaction prior to the purchase. Additionally, for any transaction 
involving a penny stock, unless exempt, the rules require the 
delivery, prior to the first transaction, of a risk disclosure 
document relating to the penny stock market. A broker-dealer also 
must disclose the commissions payable to both the broker-dealer and 
the registered representative, and current quotations for the 
securities. Finally, monthly statements must be sent disclosing 
recent price information for the penny stocks held in the account and 
information on the limited market in penny stocks. Consequently, 
these rules may restrict the ability of broker-dealers to trade 
and/or maintain a market in the Company's Common Stock and may affect 
the ability of stockholders to sell their shares.

Holders of Common Equity

As of March 30, 2005, there were approximately 600 shareholders of 
record of the Company's common stock.

Dividend Information

The Company has not declared or paid cash dividends on its Common 
Stock or made distributions in the past, and the Company does not 
anticipate that it will pay cash dividends or make cash distributions 
in the foreseeable future, other than non cash dividends described 
below. The Company currently intends to retain and invest future 
earnings, if any, to finance its operations.

Transfer Agent

The transfer agent and registrar for our common stock is OTR Transfer 
Agency.

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

When used in this Form 10-KSB and in our future filings with the 
Securities and Exchange Commission, the words or phrases will likely 
result, management expects, or we expect, will continue, is 
anticipated, estimated or similar expressions are intended to 
identify forward-looking statements within the meaning of the Private 
Securities Litigation Reform Act of 1995.  Readers are cautioned not 
to place undue reliance on any such forward-looking statements, each 
of which speak only as of the date made.  These statements are 
subject to risks and uncertainties, some of which are described 
below. Actual results may differ materially from historical earnings 
and those presently anticipated or projected.  We have no obligation 
to publicly release the result of any revisions that may be made to 
any forward-looking statements to reflect anticipated events or 
circumstances occurring after the date of such statements.

General Overview

The Company acquired United on April 1, 1999.  Originally founded in 
1981 as United Coupon Corporation, United has operated within the 
cooperative direct mail industry for twenty years.  United has 
diversified and expanded its product lines and markets to evolve from 
a coupon company to a full-service marketing provider specializing in 
two communication mediums: direct mail and direct marketing.  United 
offers advertising and marketing products and services through a 
network of franchisees in more than twenty states, with the largest 
concentration being in the northeast United States. United provides 
full-service design, layout, printing, packaging and distribution of 
marketing products and promotional coupons sold by the franchise 
network to local market businesses, services providers and 
professionals as resources to help them generate "trial and repeat" 
customers.  United's core product, the cooperative coupon envelope, 
reaches in excess of eighteen million mailboxes per year with an 
estimated four hundred million coupons.

Results of Operations

The Company's revenues are difficult to forecast and may vary 
significantly from quarter to quarter and year to year. In addition, 
the Company's expense levels for each quarter are, to a significant 
extent, fixed in advance based upon the Company's expectation as to 
the net revenues to be generated during that quarter. The Company 
therefore is generally unable to adjust spending in a timely manner 
to compensate for any unexpected shortfall in net revenues.  Further 
as a result of these factors any delay in product introductions, 
whether due to internal delays or delays caused by third party 
difficulties, or any significant shortfall in demand in relation to 
the Company's expectations, would have an almost immediate adverse 
impact on the Company's operating results and on its ability to 
maintain profitability in a quarter.

Comparison of the Year Ended December 31, 2004 with the Year Ended 
December 31, 2003

During the year ending December 31, 2004 the Company experienced 
significant growth in revenues with sales of $7,821,606 compared to 
$7,046,252 in the year ending December 31, 2003.  

Cost of revenues consists of materials, labor costs and applied 
overhead expenses.  Cost of revenues as a percentage of net revenues 
were 67% in the year ended December 31, 2004, down from 69% for the 
year ended December 31, 2003.  The cost of goods sold percentage will 
fluctuate from quarter to quarter because absorbed overhead increases 
when volume is decreasing and because labor ratios are less than 
optimized in manufacturing processes when revenues are lower.  As 
revenues increases, cost of goods sold as a percentage of revenue 
should become more and more favorable for the company. The overall 
increase in the cost of goods sold during 2004 is directly 
attributable to the increase in net revenues.
  
General and administrative (operating) expenses increased during 2004 
from $1,919,378 in 2003 to $2,615,103 in 2004. Franchise development 
and training expenses increased from $121,196 in 2003 to $281,364 in 
2004. The addition of key management personnel increased 
administrative payroll from $680,396 in 2003 to $850,744 in 2004. 
Recognition of the anticipated performance of the INI Promissory Note 
and the write-down of the Tool Kit receivable resulted in an increase 
in bad debt expense from $30,000 in 2003 to $240,000 in 2004.  

Net Income (Loss)
 
The Company realized net income of $183,460 for the year ended 
December 31, 2004 as compared to net income of $294,791 for the year 
ended December 31, 2003. 

Liquidity and Capital Resources

The Company has relied primarily on funds generated from revenues, 
the issuance of common stock and use of its line of credit to finance 
its operations and expansion.  Cash and cash equivalents at December 
31, 2004 was $395,575 and $123,013 at December 31, 2003.  For the 
year ended December 31, 2004, we generated a cash flow surplus of 
$430,791 from operating activities.  The net cash provided by 
financing activities was $76,974 while making repayment on notes 
payable. The Company has used its working capital to finance ongoing 
operations and the marketing of its products.

New Accounting Pronouncements

In January 2003, the FASB issued Interpretation No. 46, 
"Consolidation of Variable Interest Entities." Interpretation 46 
changes the criteria by which one company includes another entity in 
its consolidated financial statements. Previously, the criteria were 
based on control through voting interest. Interpretation 46 requires 
a variable interest entity to be consolidated by a company if that 
company is subject to a majority of the risk of loss from the 
variable interest entity's activities or entitled to receive a 
majority of the entity's residual returns or both. A company that 
consolidates a variable interest entity is called the primary 
beneficiary of that entity. The consolidation requirements of 
Interpretation 46 apply immediately to variable interest entities 
created after January 31, 2003. The consolidation requirements apply 
to older entities in the first fiscal year or interim period 
beginning after June 15, 2003. Certain of the disclosure requirements 
apply in all financial statements issued after January 31, 2003, 
regardless of when the variable interest entity was established. The 
Company does not expect the adoption to have a material impact to the 
Company's financial position or results of operations.

In April 2003, the FASB issued Statement of Financial Accounting 
Standards (SFAS) No. 149, AMENDMENT OF STATEMENT 133 ON DERIVATIVE 
INSTRUMENTS AND HEDGING ACTIVITIES. SFAS 149 amends SFAS No. 133 to 
provide clarification on the financial accounting and reporting of 
derivative instruments and hedging activities and requires that 
contracts with similar characteristics be accounted for on a 
comparable basis. The provisions of SFAS 149 are effective for 
contracts entered into or modified after June 30, 2003, and for 
hedging relationships designated after June 30, 2003. The adoption of 
SFAS 149 will not have a material impact on the Company's results of 
operations or financial position. 

In May 2003, the FASB issued SFAS No. 150, ACCOUNTING FOR CERTAIN 
FINANCIAL INSTRUMENTS WITH CHARACTERISTICS OF BOTH LIABILITIES AND 
EQUITY. SFAS 150 establishes standards on the classification and 
measurement of certain financial instruments with characteristics of 
both liabilities and equity. The provisions of SFAS 150 are effective 
for financial instruments entered into or modified after May 31, 2003 
and to all other instruments that exist as of the beginning of the 
first interim financial reporting period beginning after June 15, 
2003. The adoption of SFAS 150 will not have a material impact on the 
Company's results of operations or financial position.  

Forward Looking Statements.

The foregoing Managements Discussion and Analysis of Financial 
Condition and Results of Operations "forward looking statements" 
within the meaning of Rule 175 under the Securities Act of 1933, as 
amended, and Rule 3b-6 under the Securities Act of 1934, as amended, 
including statements regarding, among other items, the Company's 
business strategies, continued growth in the Company's markets, 
projections, and anticipated trends in the Company's business and the 
industry in which it operates. The words "believe," "expect," 
"anticipate," "intends," "forecast," "project," and similar 
expressions identify forward-looking statements. These forward- 
looking statements are based largely on the Company's expectations 
and are subject to a number of risks and uncertainties, including but 
not limited to, those risks associated with economic conditions 
generally and the economy in those areas where the Company has or 
expects to have assets and operations; competitive and other factors 
affecting the Company's operations, markets, products and services; 
those risks associated with the Company's ability to successfully 
negotiate with certain customers, risks relating to estimated 
contract costs, estimated losses on uncompleted contracts and 
estimates regarding the percentage of completion of contracts, 
associated costs arising out of the Company's activities and the 
matters discussed in this report; risks relating to changes in 
interest rates and in the availability, cost and terms of financing; 
risks related to the performance of financial markets; risks related 
to changes in domestic laws, regulations and taxes; risks related to 
changes in business strategy or development plans; risks associated 
with future profitability; and other factors discussed elsewhere in 
this report and in documents filed by the Company with the Securities 
and Exchange Commission. Many of these factors are beyond the 
Company's control. Actual results could differ materially from these 
forward-looking statements. In light of these risks and 
uncertainties, there can be no assurance that the forward-looking 
information contained in this Form 10-KSB will, in fact, occur. The 
Company does not undertake any obligation to revise these forward-
looking statements to reflect future events or circumstances and 
other factors discussed elsewhere in this report and the documents 
filed or to be filed by the Company with the Securities and Exchange 
Commission.

Inflation

In the opinion of management, inflation has not had a material effect 
on the operations of the Company.

Trends, Risks and Uncertainties

The Company has sought to identify what it believes to be the most 
significant risks to its business as discussed in "Risk Factors" 
above, but cannot predict whether or to what extent any of such risks 
may be realized nor can there be any assurances that the Company has 
identified all possible risks that might arise. Investors should 
carefully consider all of such risk factors before making an 
investment decision with respect to the Company's stock.

Limited operating history; anticipated losses; uncertainly of future 
results

The Company has a moderately limited operating history upon which an 
evaluation of the Company and its prospects can be based.  The 
Company's prospects must be evaluated with a view to the risks 
encountered by a company in varying stages of development, 
particularly in light of the uncertainties relating to the business 
model that the Company intends to market and the potential acceptance 
of the Company's business model.  The Company will be incurring costs 
to develop, introduce and enhance its products, to establish 
marketing relationships, to acquire and develop products that will 
complement each other, and to build an administrative organization.  
To the extent that such expenses are not subsequently followed by 
commensurate revenues, the Company's business, results of operations 
and financial condition will be materially adversely affected.  There 
can be no assurance that the Company will be able to generate 
sufficient revenues from the sale of its products and services.  If 
cash generated by operations is insufficient to satisfy the Company's 
liquidity requirements, the Company may be required to sell 
additional equity or debt securities.  The sale of additional equity 
or convertible debt securities would result in additional dilution to 
the Company's shareholders.

Potential fluctuations in quarterly operating results may fluctuate 
significantly in the future as a result of a variety of factors, most 
of which are outside the Company's control including:  the demand for 
the Company's products and services; seasonal trends in demand and 
pricing of products and services; the amount and timing of capital 
expenditures and other costs relating to the expansion of the 
Company's operations; the introduction of new services and products 
by the Company or its competitors; price competition or pricing 
changes in the industry; political risks and uncertainties involving 
the world's markets; technical difficulties and general economic 
conditions.  The Company's quarterly results may also be 
significantly affected by the impact of the accounting treatment of 
acquisitions, financing transactions or other matters.  Such 
accounting treatment can have a material impact on the results for 
any quarter.  Due to the foregoing factors, among others, it may be 
that the Company's operating results will fall below the expectations 
of the Company or investors in some future quarter.

Management of Growth

The Company may experience growth in the number of employees relative 
to its current levels of employment and the scope of its operations.  
In particular, the Company may need to hire sales, marketing and 
administrative personnel. Additionally, acquisitions could result in 
an increase in employee headcount and business activity.  Such 
activities could result in increased responsibilities for management.  
The Company believes that its ability to increase its customer 
support capability and to attract, train, and retain qualified 
technical, sales, marketing, and management personnel, will be a 
critical factor to its future success.  In particular, the 
availability of qualified sales and management personnel is quite 
limited, and competition among companies to attract and retain such 
personnel is intense.  During strong business cycles, the Company may 
experience difficulty in filling its needs for qualified sales, and 
other personnel.

The Company's future success will be highly dependent upon its 
ability to successfully manage the expansion of its operations.  The 
Company's ability to manage and support its growth effectively will 
be substantially dependent on its ability to implement adequate 
financial and management controls, reporting systems, and other 
procedures and hire sufficient numbers of financial, accounting, 
administrative, and management personnel. The Company is in the 
process of establishing and upgrading its financial accounting and 
procedures.  There can be no assurance that the Company will be able 
to identify, attract, and retain experienced accounting and financial 
personnel. The Company's future operating results will depend on the 
ability of its management and other key employees to implement and 
improve its systems for operations, financial control, and 
information management, and to recruit, train, and manage its 
employee base.  There can be no assurance that the Company will be 
able to achieve or manage any such growth successfully or to 
implement and maintain adequate financial and management controls and 
procedures, and any inability to do so would have a material adverse 
effect on the Company's business, results of operations, and 
financial condition.

The Company's future success depends upon its ability to address 
potential market opportunities while managing its expenses to match 
its ability to finance its operations.  This need to manage its 
expenses will place a significant strain on the Company's management 
and operational resources.  If the Company is unable to manage its 
expenses effectively, the Company's business, results of operations, 
and financial condition will be materially adversely affected.

Risks associated with acquisitions

Although the Company does not presently intend to do so, as part of 
its business strategy in the future, the Company could acquire assets 
and businesses relating to or complementary to its operations.  Any 
acquisitions by the Company would involve risks commonly encountered 
in acquisitions of companies.  These risks would include, among other 
things, the following:  the Company could be exposed to unknown 
liabilities of the acquired companies; the Company could incur 
acquisition costs and expenses higher than it anticipated; 
fluctuations in the Company's quarterly and annual operating results 
could occur due to the costs and expenses of acquiring and 
integrating new businesses or technologies; the Company could 
experience difficulties and expenses in assimilating the operations 
and personnel of the acquired businesses; the Company's ongoing 
business could be disrupted and its management's time and attention 
diverted; the Company could be unable to integrate successfully.
ITEM 7. FINANCIAL STATEMENTS.  
Comparative Audited Financial Statements as of and for the year ended 
December 31, 2004, and for the year ended December 31, 2003 are 
presented in a separate section of this report following Part IV. 
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING 
AND FINANCIAL DISCLOSURE. 
Other than as presented below, there were no changes in or 
disagreements with Accountants on Accounting and Financial 
Disclosure.

ITEM 8A.  CONTROLS AND PROCEDURES.

Disclosure controls and procedures are controls and other procedures 
that are designed to ensure 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 Securities and Exchange Commission's rules and 
forms.  Disclosure controls and procedures include, without 
limitation, controls and procedures designed to ensure that 
information required to be disclosed by us in the reports that we 
file under the Exchange Act is accumulated and communicated to our 
management, including our principal executive and financial officers, 
as appropriate to allow timely decisions regarding required 
disclosure.

Evaluation of disclosure and controls and procedures.  As of the end 
of the period covered by this Annual Report, we conducted an 
evaluation, under the supervision and with the participation of our 
chief executive officer and chief financial officer, of our 
disclosure controls and procedures (as defined in Rules 13a-15(e) of 
the Exchange Act).  Based on this evaluation, our chief executive 
officer and chief financial officer concluded that our disclosure 
controls and procedures are effective to ensure that information 
required to be disclosed by us in reports that we file or submit 
under the Exchange Act is recorded, processed, summarized and 
reported within the time periods specified in Securities and Exchange 
Commission rules and forms.

Changes in internal controls over financial reporting.  There was no 
change in our internal controls, which are included within disclosure 
controls and procedures, during our most recently completed fiscal 
quarter that has materially affected, or is reasonably likely to 
materially affect, our internal controls.

PART III.

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS AND COMPLIANCE WITH SECTION 
16(A) OF THE EXCHANGE ACT. 

Officers and Directors. 

The names and respective positions of the directors, executive 
officers, and key employees of the Company are set forth below; there 
are no other promoters or control persons of the Company. The 
directors named below will serve until the next annual meeting of the 
Company's stockholders or until their successors are duly elected and 
have qualified. Directors are are elected or re-elected at 
stockholders' meeting. Officers will hold their positions at the will 
of the board of directors, absent any employment agreement. There are 
no arrangements, agreements or understandings between non-management 
shareholders and management under which non-management shareholders 
may directly or indirectly participate in or influence the management 
of the Company's affairs. The directors and executive officers of the 
Company are not a party to any material pending legal proceedings. 
Darryl Reed, President/CEO/Director

Mr. Darryl Reed is the current President of the Company.  His 
background includes seven years in the financial services industry. 
Mr. Reed formerly was with New York Life Insurance Company, a major 
insurance company, and certain of its subsidiaries since October 
1995.  Such subsidiaries included #1A Eagle Strategies Corp., a 
registered investment adviser, where Mr. Reed worked from April 1997 
until May 2000.  Mr. Reed held several licenses in the financial 
services industry, including Series 7, 63 and 65.  He has a BS in 
Finance from the University of Florida and an MS from the American 
College, Philadelphia, PA.  

Leon Zajdel, Director, Chairman of the Board 

Leon Zajdel has been a director of the Company since April 1999. Mr. 
Zajdel was founder and has served as President of Energy Guard Corp., 
a manufacturer and retailer of replacement windows, located in 
Beltsville, MD, since 1972.

Phillip Trigg, Treasurer, Secretary and Director

Phillip Trigg has been secretary and treasurer since November 2000. 
Mr. Trigg has served with United Marketing Solutions since August 
1995 in a variety of positions including Senior Vice President of 
Franchise Sales and Business Development and COO.

Melissa Held, Director

Ms. Held was appointed to the Board of Directors in November 2002. 
She possesses an extensive background in financial management and 
real estate. Ms. Held was with Merrill Lynch in a variety of 
positions over the past eight years, as a Sales Associate from 1994 
to 1998, as a Senior Specialist, Interactive Technology from 1998 to 
2000 and as Asst. Vice President, Consultative Training Services from 
2000 to present.  Ms. Held has a BA in Communications from Hollins 
College (1993).

Fernando Mathov, Director

Mr. Mathov was appointed to the Board of Directors in February 2003. 
He possesses an extensive background as a project manager, systems 
engineer and consultant in the telecommunications industry with 
various companies. Currently Mr. Mathov holds two positions, as a 
Technical Solutions Manager from 1997 to the present at Media and 
Entertainment Vertical EMC Corporation, and as a Project Manager at 
Informix Software    from 1994 to the present.  Mr. Mathov has a BS 
in Computer Science (1989) and an MBA in Management Science (1991), 
both from Virginia Polytechnic Institute and State University.

(b)  Compliance with Section 16(a) of the Exchange Act. 
Section 16(a) of the Securities Exchange Act of 1934 requires the 
Company's directors, certain officers and persons holding 10% or more 
of the Company's common stock to file reports regarding their 
ownership and regarding their acquisitions and dispositions of the 
Company's common stock with the Securities and Exchange Commission. 
Such persons are required by SEC regulations to furnish the Company 
with copies of all Section 16(a) forms they file.  
Based solely on a review of the fiscal year ended December 31, 2004 
and subsequently, the Company is unaware that any required reports 
were not timely filed. 
 
ITEM 10. EXECUTIVE COMPENSATION. 
The following table sets forth certain information relating to the 
compensation paid by the Company during the last three fiscal years 
to the Company's President. No other executive officer of the Company 
received total salary and bonus in excess of $100,000 during the 
fiscal year ended December 31, 2004 and prior.  
  
  
 Summary Compensation Table





                           Annual compensation                      Long-term Compensation
                                                                 Awards           Payouts
Name and                                  Other           Restricted   Securities
principal                                 annual            stock     underlying       LTIP    All other
position       Year     Salary   Bonus   compensation     award(s)    options/SARs(1) payouts compensation
                          ($)     ($)       ($)             ($)           (#)           ($)       ($)
                                                                        
Darryl Reed,   2004    180,000     0         0             0           0               0         0
President      2003    165,000     0         0             0           0               0         0
               2002(2) 150,000     0         0             0           0               0         0



(1) As of October 1, 2001, the Company agreed to begin compensating 
Mr. Reed at a yearly rate of $150,000, but only paid Mr. Reed 
approximately $5,000 through the end of the year, leaving a balance
due of approximately $30,000. 

(2) Subsequent to the fiscal year end, the Company entered into a 
formal three-year employment agreement with Mr. Reed.  Terms include 
an initial year at $150,000, with an increase of ten percent per 
year, along with 300,000 stock options at a strike price of $0.02, 
along with annual cash and stock bonuses based upon performance, a 
car allowance and life and medical insurance.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND 
MANAGEMENT. 

The following table sets forth information regarding the beneficial 
ownership of shares of the Company's common stock as of December 31, 
2004 (issued and outstanding) by (i) all stockholders known to the 
Company to be beneficial owners of more than ten percent of the 
outstanding common stock; and (ii) all directors and executive 
officers of the Company as a group:

Title of Class    Name and Address of               Amount of      Percent of 
                    Beneficial Owner (1)            Beneficial       Class 
                                                    Ownership (2)

Common Stock       Darryl Reed                      3,001,546         29%
Common Stock       Leon Zajdel                        478,747          4.6%
Common Stock       Melissa Held                       100,000          1.0%
Common Stock       Phillip Trigg                      200,000          2.0%
Common Stock       Fernando Mathov                    100,000          1.0%

All five persons listed above, together             3,880,292         37.6%

(1)  The address for all persons listed is 7644 Dynatech Court, 
Springfield, VA, 22153.  Each person has sole voting power and 
sole right to dispose as to all of the shares shown as 
beneficially owned by them except as footnoted.
Insurance Plans

The Company makes available to all full-time employees medical and 
dental plan benefits.  Employees are eligible to participate in 
company insurance plans when they complete 90 days of service with 
the Company.

Other Benefit Plans

401(k) Plan. The Company makes available a 401(k) Savings Plan (the 
"401(k) Plan"), a federally-qualified, tax-deferred plan administered 
by a third party. The 401(k) Plan provides participants with savings 
or retirement benefits based on employee deferrals of compensation, 
as well as any matching and other discretionary contributions made by 
the Company. Employees are eligible to participate in the 401(k) Plan 
when they complete one month of service with the Company and have 
attained the age of 18. The employee can defer up to 15% of the 
compensation amount earned within a calendar year, not to exceed the 
ceiling set forth annually by the Internal Revenue Service. The 
Company matches the employee's contribution to the 401(k) Plan 
dollar-for-dollar up to 3% of the employee's annual salary. 
Participants become vested in any employer contributions to the 
401(k) Plan after two years of service at a rate of 20% for each 
completed year of service. A participant is always 100% vested in his 
or her salary reduction contributions to the 401(k) Plan.

Stock Option Plan.

The Company has also filed a Stock Option Plan for Employees on Form 
S-8 in December 2001.  The Company had not issued any Stock Options 
pursuant to the Plan included therein to any employees as of December 
31, 2004.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. 

During the past two years, and as not otherwise disclosed of in any 
other filing, there have not been any transactions that have occurred 
between the Company and its officers, directors, and five percent or 
greater shareholders, unless listed below.

Certain of the officers and directors of the Company are engaged in 
other businesses, either individually or through partnerships and 
corporations in which they have an interest, hold an office, or serve 
on a board of directors. As a result, certain conflicts of interest 
may arise between the Company and its officers and directors. The 
Company will attempt to resolve such conflicts of interest in favor 
of the Company. The officers and directors of the Company are 
accountable to it and its shareholders as fiduciaries, which requires 
that such officers and directors exercise good faith and integrity in 
handling the Company's affairs. A shareholder may be able to 
institute legal action on behalf of the Company or on behalf of 
itself and other similarly situated shareholders to recover damages 
or for other relief in cases of the resolution of conflicts is in any 
manner prejudicial to the Company.

PART IV

ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K. 

Exhibits. 

Exhibits included or incorporated by reference in this document are 
set forth in the Exhibit Index. 

Index to Financial Statements and Schedules.                       Page 

Report of Independent Registered Public Accounting Firm

Financial Statements

Consolidated Balance Sheet

Consolidated Statements of Income      

Consolidated Statements of Stockholders' Equity

Consolidated Statements of Cash Flows 

Notes to Financial Statements

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table sets forth fees billed to us by our auditors 
during the years ended December 31, 2004 and 2003 for: (i) services 
rendered for the audit of our annual financial statements and the 
review of our quarterly financial statements, (ii) services by our 
auditor that are reasonably related to the performance of the audit 
or review of our financial statements and that are not reported as 
Audit Fees, (iii) services rendered in connection with tax 
compliance, tax advice and tax planning, and (iv) all other fees for 
services rendered. 

                                  December 31, 2004      December 31, 2003

(i)      Audit Fees                  $40,000                 $40,000
(ii)     Audit Related Fees          $0                      $0
(iii)    Tax Fees                    $0                      $0
(iv)     All Other Fees              $0                      $0

Total fees                           $40,000                 $40,000

AUDIT FEES. Consists of fees billed for professional services 
rendered for the audit of the Company's consolidated financial 
statements and review of the interim consolidated financial 
statements included in quarterly reports and services that are 
normally provided by our auditors in connection with statutory and 
regulatory filings or engagements.

AUDIT-RELATED FEES. Consists of fees billed for assurance and related 
services that are reasonably related to the performance of the audit 
or review of the Company's consolidated financial statements and are 
not reported under "Audit Fees." There were no Audit-Related services 
provided in fiscal 2004 or 2003.

TAX FEES. Consists of fees billed for professional services for tax 
compliance, tax advice and tax planning. There were no tax services 
provided in fiscal 2004 or 2003.

ALL OTHER FEES. Consists of fees for products and services other than 
the services reported above. There were no management consulting 
services provided in fiscal 2004 or 2003.

POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-
AUDIT SERVICES OF INDEPENDENT AUDITORS

The Company currently does not have a designated Audit Committee, and 
accordingly, the Company's Board of Directors' policy is to pre-
approve all audit and permissible non-audit services provided by the 
independent auditors. These services may include audit services, 
audit-related services, tax services and other services. Pre-approval 
is generally provided for up to one year and any pre-approval is 
detailed as to the particular service or category of services and is 
generally subject to a specific budget. The Board of Directors may 
also pre-approve particular services on a case-by-case basis.
SIGNATURES 
Pursuant to the requirements of the Securities Exchange Act of 1934, 
this report has been signed below by the following persons on behalf 
of the Company and in the capacities and on the date indicated:

Signature                   Title                             Date

/s/Darryl Reed            President/Director                June 5, 2005 
Darryl Reed

/s/Phillip Trigg          Treasurer, Secretary/Director     June 5, 2005 
Phillip Trigg

/s/Mellisa Held           Director                          June 5, 2005 
Melissa Held

/s/ Fernando Mathov       Director                          June 5, 2005 
Fernando Mathov

/s/ Leon Zajdel           Chairman of the Board             June 5, 2005 
Leon Zajdel

Exhibit        Description 

3.1     Articles of Incorporation, under the name Micro Tech 
        Industries, Inc. (incorporated by reference in the filing 
        of the Company's annual report on Form 10KSB filed on April 
        15, 1998). 

3.2     Amendment to the Articles of Incorporation (incorporated by 
        reference in the Company's quarterly report filed on Form 
        10 Q filed on May 15, 1997). 

3.3     Amended and Restated Bylaws (incorporated by reference in 
        the filing of the Company's annual report on Form 10KSB 
        filed on November 12, 1999). 

16.1    Letter on change in certifying accountant (incorporated by 
        reference in the filing of the Company's current report on 
        Form 8-K filed on January 5, 2001).

31.1    Certification of Principal Executive Officer

31.2    Certification of Chief Financial Officer

32.1    Certification Pursuant to 18 U.S.C. Section 1350, as 
        adopted Pursuant to 
        Section 906 of the Sarbanes-Oxley Act of 2002

32.2    Certification Pursuant to 18 U.S.C. Section 1350, as 
        adopted Pursuant to 
        Section 906 of the Sarbanes-Oxley Act of 2002

                          SECURITIES AND EXCHANGE COMMISSION

                               WASHINGTON, D.C. 20549

                          FINANCIAL STATEMENTS AND SCHEDULES

                             DECEMBER 31, 2004 AND 2003

                           FORMING A PART OF ANNUAL REPORT
                   PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934
                              NEXT GENERATION MEDIA CORP.


                              NEXT GENERATION MEDIA CORP.

Index to Financial Statements                                       Page

Report of Independent Registered Public Accounting Firm

Financial Statements
Consolidated Balance Sheet

Consolidated Statements of Income

Consolidated Statements of Stockholders' Equity

Consolidated Statements of Cash Flows

Notes to Financial Statements

                REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
Next Generation Media Corporation
7644 Dynatech Court
Springfield, VA 22153

     We have audited the accompanying consolidated balance sheet of 
Next Generation Media Corporation (a Nevada Incorporation) as of 
December 31, 2004, and the related consolidated statements of income, 
stockholders' equity and cash flows for each of the two years in the 
period ended December 31, 2004.  These consolidated financial 
statements are the responsibility of the Company's management.  Our 
responsibility is to express an opinion on these consolidated 
financial statements based on our audit.  

     We conducted our audit 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 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 audit provides a reasonable basis 
for our opinion.

     In our opinion, the consolidated financial statements referred 
to above present fairly, in all material respects, the financial 
position of Next Generation Media Corporation as of December 31, 
2004, and the results of its operations and its cash flows for each 
of the two years in the period ended December 31, 2004, in conformity 
with accounting principles generally accepted in the United States of 
America.

     As discussed in the notes to the financial statements, in 2004 
the Company changed from an unacceptable method of accounting for 
goodwill to an acceptable method.  The change in accounting 
principles has been accounted for as a correction of an error and 
prior financial statements presented have been restated.

Turner, Jones & Associates
Vienna, Virginia
March 23, 2005


                      Next Generation Media Corporation

                           Financial Statements

                  For The Years Ended December 31, 2004 and 2003

                       With Audit Report of Independent 

                       Registered Public Accounting Firm


                      TURNER, JONES AND ASSOCIATES, P.L.L.C.
                           CERTIFIED PUBLIC ACCOUNTANTS


                          Next Generation Media Corporation
                            Consolidated Balance Sheet
                              As of December 31, 2004

                                      ASSETS

CURRENT ASSETS:
Cash and cash equivalents                                          $   395,575 
Accounts receivable, net of
    uncollectible accounts                                             325,698 
Notes receivable, net                                                   85,833 
Trade notes receivable                                                  46,587 
Inventories                                                            103,380 
Employee loans and advances                                              2,074 
Deposits                                                                41,200 
Prepaid expenses and other current assets                               24,437 

Total current assets                                                 1,024,784 

PROPERTY, PLANT AND EQUIPMENT:  
Equipment                                                            1,443,587 
Furniture and fixtures                                                  65,093 
Leasehold improvements                                                  76,363 
Computer Equipment/Software                                             53,887 
Vehicles                                                                 9,200 

Total property, plant and equipment                                  1,648,130 

Less: accumulated depreciation                                      (1,320,701)

Net property, plant and equipment                                      327,429 

OTHER ASSETS:
Intangibles, net of accumulated amortization                           951,133 
Trade notes receivable                                                  21,630 

Total other assets                                                     972,763 

TOTAL ASSETS                                                         2,324,976 

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Obligation under capital leases, current portion                        18,595 
Notes payable                                                           13,998 
Accounts payable                                                       169,105 
Accrued expenses                                                       206,006 
Deferred revenue                                                        29,000 
Pension payable                                                          6,558 
Sales tax payable                                                        4,299 

Total current liabilities                                              447,561 

LONG TERM LIABILITIES:
Obligation under capital leases                                         61,851 

Total long term liabilities                                             61,851 

Total liabilities                                                      509,412 

STOCKHOLDERS' EQUITY:
Common stock, $.01 par value, 50,000,000 shares
   authorized, 10,523,397 issued and outstanding                       105,234 

Additional paid in capital                                           7,379,744 

Accumulated deficit                                                 (5,669,414)

Total stockholders' equity                                           1,815,564 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                           2,324,976 

                See accompanying notes and accountant's audit report


                           Next Generation Media Corporation
                           Consolidated Statements of Income
                   For The Years Ended December 31, 2004 and 2003

                                                         2004        2003

REVENUES:
Coupon and postage sales, net of discounts             $ 7,369,106  $6,841,202 
Franchise fees                                             452,500     205,050 

Total revenues                                           7,821,606   7,046,252 

COST OF GOODS SOLD:
Materials                                                1,005,385     984,996 
Direct labor                                             1,651,461   1,482,768 
Equipment repairs                                           31,001      18,435 
Postage and delivery                                     2,263,296   2,132,143 
Payroll taxes                                              126,273     113,527 
Group Insurance                                            117,855     129,010 
Other costs                                                 10,973      15,890 

Total cost of goods sold                                 5,206,244   4,876,769 

Gross margin                                             2,615,362   2,169,483 

GENERAL AND ADMINISTRATIVE EXPENSES:
401(k) administration fees                                   7,121       5,942 
401(k) matching                                             40,000      42,000 
Advertising                                                 46,170      39,593 
Amortization                                                   750       3,000 
Bad debt expense                                           240,000      30,000 
Bank charges                                                31,148      21,311 
Commissions and fees                                         8,194       9,759 
Depreciation                                               129,329     121,995 
Franchise development                                      281,364     121,196 
Insurance                                                   52,288      50,123 
Meals and entertainment                                      4,671       9,326 
Office expense                                              92,777      70,683 
Other expenses                                               5,096       1,505 
Administrative payroll                                     850,744     680,396 
Administrative payroll taxes                                74,900      57,368 
Professional fees                                          127,105     140,525 
Franchise training and support                             129,598      56,616 
Employee training and relocation                            35,742      15,879 
Computer maintenance and support                            43,859      13,614 
Rent and pass thru expenses                                282,640     273,453 
Repairs and maintenance                                      5,859      14,258 
Taxes & licenses                                            17,340      12,347 
Temporary help                                               5,024      26,584 
Utilities                                                   83,692      86,173 
Vehicle expenses                                            19,692      15,732 

Total general and administrative                         2,615,103   1,919,378 

Income (Loss) from operations                                  259     250,105 

OTHER INCOME AND EXPENSES:
Gain on settlement of debt                                 188,673           - 

Other income (expense)                                         717      22,927 
Interest expense                                            (6,189)     (5,448)
Lawsuit settlement                                               -      27,207 

Total other income (expense)                               183,201      44,686 

Income (Loss) before provision for income tax              183,460     294,791 

Provision for income tax:                                        -           - 
Net income                                                 183,460     294,791 

Income (loss) applicable to common shareholders            183,460     294,791 

Basic income/(loss) per common share                         0.017       0.029

Weighted average common shares outstanding              10,523,397  10,222,985 

Diluted income/(loss) per common share                       0.013       0.021

Fully diluted common shares outstanding                 14,213,397  13,739,149 

               See accompanying notes and accountant's audit report

                           Next Generation Media Corporation
                   Consolidated Statements of Stockholders' Equity





                                                                 Additional 
                                          Common Stock            Paid In         Accumulated 
                                         Shares      Amount       Capital            Deficit       Total
                                                                                    
December 31, 2002                       9,523,397       95,234   $7,343,744      ($6,147,665)   $1,291,313 

Common stock issued in
  exchange for services                 1,000,000       10,000       36,000                -        46,000 

Net Income                                      -            -            -          294,791       294,791 

December 31, 2003                      10,523,397      105,234    7,379,744       (5,852,874)    1,632,104 

Net Income (Loss)                               -            -            -          183,460       183,460 

December 31, 2004                      10,523,397      105,234    7,379,744       (5,669,414)    1,815,564 




                         Next Generation Media Corporation
                             Statements of Cash Flows
                  For The Years Ended December 31, 2004 and 2003

                                                         2004          2003

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                            $  183,460    $  94,791 
Adjustments to reconcile net income to net cash
provided by operating activities:
Stock issued for services                                      -       46,000 

Depreciation and amortization                            130,079      124,995 
(Increase)/decrease in assets 
Receivables                                              252,786      (77,398)
Inventories                                              (36,970)     (10,502)
Deferred compensation                                          -            - 
Prepaids and other current assets                        (21,278)      64,256 
Increase/(decrease) in liabilities 
Accounts payable                                          45,497     (227,646)
Accrued expenses                                          50,003      (41,424)
Deferred revenue                                          29,000       (4,688)
Pension payable                                            1,599      (21,075)
Sales tax payable                                       (203,385) 

Net cash flows provided/(used) by
   operating activities                                  430,791      147,309 

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment                                    (81,255)     (96,705)

Net cash used by investing activities                    (81,255)     (96,705)

CASH FLOWS FROM FINANCING ACTIVITIES
Borrowing under capital lease                             42,047       60,063 

Repayment of notes payable and capital lease            (119,021)    (113,010)

Net cash provided by financing activities                (76,974)     (52,947)

NET INCREASE (DECREASE) IN CASH                          272,562       (2,343)

CASH, BEGINNING OF PERIOD                                123,013      125,356 

CASH, END OF PERIOD                                      395,575      123,013 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

CASH PAID DURING THE YEAR FOR:
Income taxes                                                   -            - 
Interest                                                   6,189        6,196 

SUPPLEMENTAL DISCLOSURE OF NONCASH TRANSACTIONS:
Common stock issued for services                               -       46,000 

             See accompanying notes and accountant's audit report


                      Next Generation Media Corporation
                        Notes to Financial Statements
                         December 31, 2004 and 2003

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business:
Next Generation Media Corporation was incorporated in the State of 
Nevada in November of 1980 as Micro Tech Industries, with an official 
name change to Next Generation Media Corporation in April of 1997.  
The Company, through its wholly owned subsidiary, United Marketing 
Solutions, Inc., provides direct marketing products, which involves 
the designing, printing, packaging, and mailing of public relations 
and marketing materials and coupons for retailers who provide 
services.  Sales are conducted through a network of franchises that 
the Company supports on a wholesale basis.  At December 31, 2004, the 
Company had approximately 53 active area franchise license agreements 
located throughout the United States.

Property and Equipment:
Property and equipment are stated at cost.  The company uses the 
straight-line method in computing depreciation for financial 
statement purposes.

Expenditures for repairs and maintenance are charged to income, and 
renewals and replacements are capitalized.  When assets are retired 
or otherwise disposed of, the cost of the assets and the related 
accumulated depreciation are removed from the accounts.

Estimated useful lives are as follows:

Furniture, fixtures and equipment                  7-10 years
Leasehold Improvements                               10 years
Vehicles                                              5 years
Computer & Software                                   5 years

Depreciation expense for the years ended December 31, 2004 and 2003 
amounted to $129,329 and $121,995 respectively.

Intangibles:
The Company has recorded goodwill based on the difference between the 
cost and the fair value of certain purchased assets. The Company 
annually evaluates the goodwill for possible impairment.  The Company 
performed an assessment of the fair value of its sole reporting 
segment as defined by SFAS No. 142 and compared it to the carrying 
value of its reporting segment.  Upon restatement of the error 
described in Note 15 the Company's market capitalization was less 
than the Company's book value indicating possible impairment under 
the Intangibles:

test established by SFAS No. 142.  The Company determined the fair 
value of its assets on a class-by-class basis.  The fair values of 
the Company's assets were based upon the expected cash flow from the 
Company's business, assuming a discount rate that reflects the degree 
of risk involved with this type of business.  The fair value of 
goodwill was in excess of its carrying value, and therefore, no 
impairment was recorded.

In addition, the Company had a covenant not to compete, which was 
being amortized over five (5) years.  The covenant not to compete was 
fully amortized during 2004.

Advertising Expense:
The Company expenses the cost of advertising and promotions as 
incurred.  Advertising costs charged to operations for the years 
ended December 31, 2004 and 2003 were $46,170 and $39,593 
respectively.

Revenue Recognition:
The Company recognizes revenue from the design production and 
printing of coupons upon delivery.  Revenues from initial franchise 
fee are recognized when substantially all services or conditions 
relating to the sale have been substantially performed.  
Substantially all services or conditions are performed prior to 
receipt of payment from the franchisee.  Franchise support of $150 
per quarter and other charges are recognized when billed to the 
franchisee.  Amounts billed or collected in advance of final delivery 
or shipments are reported as deferred revenue.

Impairment of Long-Lived Assets:
The Company reviews the carrying values of its long-lived assets 
for possible impairment on an annual basis and whenever events or 
changes in circumstances indicate that the carrying amount of the 
assets should be addressed.  The Company believes that no permanent 
impairment in the carrying value of long-lived assets exists for 
either of the two years ending December 31, 2004 and 2003.

Comprehensive Income:
The Company has adopted Statement of Financial Accounting Standards 
No. 130 "Reporting Comprehensive Income."  Comprehensive income as 
defined includes all changes to equity except that resulting from 
investments by owners and distribution to owners.  The Company has no 
item of comprehensive income to report.

New Accounting Pronouncements:
In November of 2002, the FASB issued FASB Interpretation No. 45, 
"Guarantor's Accounting and Disclosure Requirements for Guarantees, 
Including Indirect Guarantees of Indebtedness of Others", an 
interpretation of FASB Statements No. 5, 57, and 107 and rescission 
of FASB Interpretation No. 34.  This interpretation elaborates on the 
disclosures to be made by a guarantor in its interim and annual 
financial statements about its obligations under certain guarantees 
that is has issued.  It also claries that a guarantor is requested to 
recognize, at the inception of a guarantee, a liability for the fair 
value of the obligation undertaken in issuing the guarantee.  The 
initial recognition and initial measurement provisions are applicable 
on a prospective basis to guarantees issued or modified issued or 
modified after December 31, 2002 and the disclosure provisions were 
effective for the year ended December 31, 2002.  The adoption of this 
interpretation did not have a material effect on the Company's 
consolidated results of operations, financial condition or cash 
flows.

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain 
Financial Instruments with Characteristics of both Liabilities and 
Equity."  This statement establishes standards for the classification 
and measurement of certain financial instruments with characteristics 
of both liabilities and equity.  With the exception of certain 
measurement criteria deferred indefinitely by the FASB, SFAS No. 150 
is effective for financial instruments entered into or modified after 
May 31, 2003 and otherwise is effective at the beginning of the first 
interim period beginning after June 15, 2003.  The implementation of 
SFAS No. 150 did not have a material impact on the Company's 
consolidated results of operations, financial condition, or cash flows.

Use of Estimates:
The preparation of financial statements in accordance 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.

Income Taxes:
The Corporation uses Statement of Financial Standards No. 109 
Accounting for Income Taxes (SFAS No. 109) in reporting deferred 
income taxes.  SFAS No. 109 requires a company to recognize deferred 
tax liabilities and assets for expected future income tax 
consequences of events that have been recognized in the company's 
financial statements.  Under this method, deferred tax assets and 
liabilities are determined based on temporary differences in 
financial carrying amounts and the tax bases of assets and 
liabilities using enacted tax rates in effect in the years in which 
temporary differences are expected to reverse. 

Risks and Uncertainties:
The Company operates in an environment where intense competition 
exists from other companies.  This competition, along with increases 
in the price of paper, can impact the pricing and profitability of 
the Company.

Accounts Receivable:
The Corporation grants credit to its customers, which includes the 
retail sector and their own franchisees.  The Company establishes an 
allowance for doubtful accounts based upon on a percentage of 
accounts receivable plus those balances the Company believes will be 
uncollectible.  Allowance for uncollectible accounts as of December 
31, 2004 was $173,427.

Cash and Cash Equivalents:
The Company considers all highly liquid investments with maturities 
of three months or less to be cash equivalents.

Earnings Per Common Share:
The Company calculates its earnings per share pursuant to Statement 
of Financial Accounting Standards No. 128, "Earnings per Share" 
("SFAS No. 128").  Under SFAS No. 128, basic earnings per share are 
computed by dividing reported earnings available to common 
stockholders by weighted average shares outstanding.  Diluted 
earnings per share reflect the potential dilution assuming the 
issuance of common shares for all potential dilative common shares 
outstanding during the period.  The Company had 3,690,000 options 
issued and outstanding as of December 31, 2004 and 2003 to purchase 
stock.  

Inventories:
Inventories consist primarily of paper, envelopes, and printing 
materials and are stated at the lower of cost or market, with cost 
determined on the first-in, first-out method. 

Principles of Consolidation:
The accompanying consolidated financial statements include the 
accounts of the parent company, Next Generation Media Corporation and 
its subsidiary United Marketing Solutions, Inc. for the years ended 
December 31, 2004 and 2003.  All inter-company balances and 
transactions have been eliminated in consolidation.

Gain on Settlement of debt:
During 2004, the Company settled a debt to the Commonwealth of 
Virginia for back sales tax and recognized a gain from settlement of 
debt of $188,673.

NOTE 2 - RETIREMENT PLAN

The company maintains a 401(k) defined contribution plan covering 
substantially all employees.  The Corporation may contribute up to 3% 
of each eligible employee's gross wages.  Employees can elect up to 
15% of their salary to be contributed before income taxes up to the 
annual limit set by the Internal Revenue Code.  The Corporation 
contributed $34,928 net of forfeitures for 2003. The Company 
estimates it will contribute $40,000 for 2004.

NOTE 3 - NOTES PAYABLE 

Notes payable at December 31, 2004 consists of:

Obligation to CIT Group, bearing interest at 10%, the loan is 
payable in fifty-six monthly installments of $500, including 
interest, and is collateralized by the property and equipment of 
the Company.  Balance outstanding at December 31, 2004 was $6,498.

Unsecured note payable to Capital York calling for payments of 
$1,000 per month 	inclusive of interest.  Balance at December 31, 
2004 was $7,500.

The 5-year schedule of maturities is as follows:

2005                         13,998
2006                              0
Thereafter                        0

                             13,998

NOTE 4 - COMMITMENTS AND CONTINGENCIES

Future minimum annual lease payments for capital and operating leases 
as of December 31, 2004 are:

                                    Operating      Capital

2005                                 282,780        25,800
2006                                 280,006        25,800
2007                                  23,409        25,800
2008                                       0        17,988
Thereafter                                 0             0
Total                                586,195        95,388

Rent expense for the years ended December 31, 2004 and 2003 was 
$282,640 and $273,453, respectively.

The Company has entered into various employment contracts.  The 
contracts provided for the award of present and/or future shares of 
common stock and/or options to purchase common stock at fair market 
value of the underlying options at date of grant or vesting. The 
contracts can be terminated without cause upon written notice within 
thirty to ninety days.

The Company is party to various legal matters encountered in the 
normal course of business.  In the opinion of management and legal 
counsel, the resolution of these matters will not have a material 
adverse effect on the Company's financial position or the future 
results of operations.

NOTE 5 - INCOME TAXES

Deferred tax assets are recognized for deductible temporary 
differences and deferred tax liabilities are recognized for taxable 
temporary differences.  Temporary differences are the differences 
between the reported amounts of assets and liabilities and their tax 
bases.  

Management has provided a valuation allowance for the total net 
deferred tax assets as of December 31, 2004 and 2003, as they believe 
that it is more likely than not that the entire amount of deferred 
tax assets will not be realized.

The company filed a consolidated return, with a tax liability of $0 
for the year 2004.  At December 31, 2004, the Company had net 
operating loss carry forwards for federal income tax purposes of 
approximately $2,409,509 which are available to offset future taxable 
income, if any, on a scheduled basis through 2018.

NOTE 6 - OBLIGATION UNDER CAPITAL LEASE

The Company acquired machinery under the provisions of long-term 
leases.  For financial reporting purposes, minimum lease payments 
relating to the machinery have been capitalized. 

The future minimum lease payments under capital leases and net 
present value of the future minimum lease payments as of December 31, 
2004 are as follows:

Total minimum lease payments                   $95,388
Amount representing interest                    14,942
Present value of net minimum lease payments     80,446
Current portion                                 18,595

Long-term capital lease obligation              61,851

NOTE 7 - COMMON STOCK

In 2003, the Company issued 2,350,000 options to purchase shares of 
common stock at $0.01 per share to members of the Company's Board of 
Directors and the employees.  The options were issued at the then 
fair market value of the underlying shares.  In addition, the Company 
issued 1,000,000 shares of common stock valued at $46,000 to various 
consultants and employees for services rendered.

NOTE 8 - NOTE AND TRADE RECEIVABLE

On June 30, 2000, the Company executed a promissory note with UNICO, 
Inc. for $200,000 in
Conjunction with the sale of Independent News, Inc. The note is 
outstanding and currently in default; the Company's management 
considers a portion of the note collectible. Accordingly, an 
allowance for uncollectible accounts of $160,000 has been established.

NOTE 9 - INTANGIBLE ASSETS

Intangible assets consist of the following items:

Goodwill                                            $1,341,850
                                                     1,341,850
Less accumulated amortization (Pre January 1, 2002)   (390,717)
Intangible assets, net                              $  951,133

Amortization expense for the years ended December 31, 2004 and 
December 31, 2003 were $750 and $3,000, respectively.

NOTE 10 - DEFERRED REVENUE

During 2004, the Company received $29,000 for services to be 
performed in 2005.  When the services were performed, the amount was 
recognized as income in 2005.

NOTE 11 - PUBLIC STOCK LISTING

Next Generation Media Corporation common stock began trading on the 
OTC Bulletin Board on June 11, 2001, under the symbol NGMC.  

NOTE 12 - SEGMENT INFORMATION

The Company has one reportable segment for the twelve-month periods 
ended December 31, 2004 and 2003: United Marketing Solutions.  United 
was acquired on April 1, 1999.  The entity is a wholly owned 
subsidiary.  United operates a direct mail marketing business.  The 
accounting policies of the reportable segments are the same as those 
set forth in the Summary of Accounting Policies.  Summarized 
financial information concerning the Company's reporting segments for 
the periods ending December 31, 2004 and 2003 are presented below:

NOTE 13 - SEGMENT INFORMATION

Year Ended
December 31, 2003         Segment     Parent     Eliminations     Total
Revenue                  7,046,252   310,000       310,000        7,046,252

Segment profit/(loss)       96,345   198,446             0          294,791

Total assets             2,017,090 1,622,582     (1,343,896)      2,295,776

Year Ended
December 31, 2004         Segment     Parent     Eliminations     Total
Revenue                  7,821,606    418,000       418,000       7,821,606

Segment profit/(loss)       83,324    100,136             0         183,460
Total assets             1,958,152  1,647,024     (1,280,200)     2,324,976

NOTE 14 - RECLASSIFICATIONS

Certain amounts on the 2003 financial statements have been 
reclassified to conform to the 2004 presentation. 

NOTE 15 - CORRECTION OF AN ERROR

The interim financial statements have been corrected to remove 
amortization of goodwill pursuant to SFAS No. 142.  The cumulative 
effect was a $265,370 decrease in accumulated deficit and 
corresponding increase in intangibles through December 31, 2003.  The 
correction resulted in an increase in net income and intangibles and 
a corresponding decrease in accumulated deficit of approximately 
$134,935 and $132,685 for the years ended December 31, 2004 and 2003.  
All prior periods presented have been restated to reflect the correction.