<PAGE>

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

                                   FORM 10-QSB

 (Mark One)

[X]      QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934

                  For the quarterly period ended March 31, 2000

[  ]    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

       For the transition period from ________________ to _______________

                                    000-24835
                            (Commission file number)

                                 PTN Media, Inc.
        (Exact name of small business issuer as specified in its charter)

                   Delaware                                38-3399098
         (State or other jurisdiction                     (IRS Employer
       of incorporation or organization)               Identification No.)

        455 East Eisenhower Parkway, Suite 15, Ann Arbor, Michigan 48108
                    (Address of principal executive offices)

                                 (734) 327-0579
                           (Issuer's telephone number)

             (Former name, former address and former fiscal year, if
                           changed since last report)

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity. As of March 31, 2000 - 4,374,862 shares of Common Stock

Transitional Small Business Disclosure Format (check one):  Yes [   ]   No [X]


<PAGE>



                                 PTN Media, Inc.
                                      Index

<TABLE>
<CAPTION>

                                                                                               Page
                                                                                              Number

<S>                                                                                          <C>

PART I.    FINANCIAL INFORMATION

Item 1.    Financial Statements

           Condensed Consolidated Balance Sheet as of March 31, 2000                             2

           Condensed Consolidated Statements of Operations for the three months
           ended March 31, 2000 and 1999 and cumulative during development stage
           from May 27, 1997 to March 31, 2000                                                   3

           Condensed Consolidated Statements of Cash Flows for the three months
           ended March 31, 2000 and 1999 and cumulative during development stage
           from May 27, 1997 to March 31, 2000                                                   4

           Notes to Condensed Consolidated Financial Statements                                 5-8

Item 2.    Management's Discussion and Analysis of Financial Condition
           and Results of Operations                                                           9-13

Part II.   OTHER INFORMATION

Item 1.    Legal Proceedings                                                                    13

Item 2.    Change in Securities and Use of Proceeds                                             13

Item 3.    Defaults Upon Senior Securities                                                      13

Item 4.    Submission of Matters to a Vote of Security Holders                                  13

Item 5.    Other Information                                                                    14

Item 6.    Exhibits and Reports on Form 8-K                                                     14

SIGNATURES                                                                                      14

Part III.  EXHIBITS
</TABLE>


<PAGE>



PART I.  FINANCIAL INFORMATION


ITEM 1.  Financial Statements

                         PTN MEDIA, INC. AND SUBSIDIARY
                          (a Development Stage Company)
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                              AS OF MARCH 31, 2000
                                   (unaudited)

                                     ASSETS


<TABLE>
<CAPTION>

<S>                                                                                                <C>
CURRENT ASSETS:

     Cash                                                                                               $   412,114
     Prepaid expenses                                                                                       573,437
                                                                                                   -----------------
TOTAL CURRENT ASSETS                                                                                        985,551

FIXED ASSETS, NET                                                                                            22,309
OTHER ASSETS                                                                                                 27,226
                                                                                                   -----------------
TOTAL ASSETS                                                                                           $  1,035,086
                                                                                                   =================

                               LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:

     Accounts payable and accrued expenses                                                              $   180,865
     License fees payable                                                                                   400,000
     Short-term loans payable                                                                               191,250
                                                                                                   -----------------
TOTAL CURRENT LIABILITIES                                                                                   772,115
                                                                                                   -----------------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY

     Preferred stock, par value $0.01; 1,000,000 shares
       authorized; 3,950 shares issued and outstanding                                                           40
     Common stock, par value $0.001; 10,000,000 shares
       authorized; 4,374,862 shares issued and outstanding                                                    4,375
     Additional paid-in capital                                                                           5,311,588
     Receivable - shareholder                                                                             (150,000)
     Deficit accumulated during the development stage                                                   (4,903,032)
                                                                                                   -----------------
TOTAL SHAREHOLDERS' EQUITY                                                                                  262,971
                                                                                                   -----------------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                                             $  1,035,086
                                                                                                   =================
</TABLE>


                 See accompanying notes to financial statements.


                                        2

<PAGE>




                         PTN MEDIA, INC. AND SUBSIDIARY
                          (a Development Stage Company)
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)


<TABLE>
<CAPTION>


                                                    For the Three                         Cumulative
                                                       Months Ended                       during the
                                                      March 31,                       development stage
                                          -----------------------------------          May 27, 1997 to
                                               2000               1999                  March 31, 2000
                                          ---------------    ----------------    -----------------------------

<S>                                       <C>                <C>                  <C>
REVENUES                                       $   2,841          $    9,332                 $         21,029
                                          ---------------    ----------------    -----------------------------

EXPENSES:

      Cost of revenue                             10,000              13,923                        2,191,651
      Product development                        157,300              60,000                        1,600,322
      General and administrative                 253,171              77,211                        1,021,553
                                          ---------------    ----------------    -----------------------------
TOTAL EXPENSES                                   420,471             151,134                        4,813,526
                                          ---------------    ----------------    -----------------------------

LOSS FROM OPERATONS                             (417,630)           (141,802)                      (4,792,497)
                                          ---------------    ----------------    -----------------------------

OTHER INCOME (EXPENSES):

      Interest expense                            (7,684)            (13,125)                        (110,574)
      Interest income                                  -                   -                               39
                                          ---------------    ----------------    -----------------------------
TOTAL OTHER INCOME (EXPENSE)                      (7,684)            (13,125)                        (110,535)
                                          ---------------    ----------------    -----------------------------

NET LOSS                                     $  (425,314)         $ (154,927)               $      (4,903,032)
                                          ===============    ================    =============================

BASIC AND DILUTED LOSS PER
COMMON SHARE                                 $     (0.10)         $    (0.05)               $           (1.47)
                                          ===============    ================    =============================

WEIGHTED AVERAGE NUMBER OF
COMMON OUTSTANDING                             4,214,807           3,399,618                        3,326,856
                                          ===============    ================    =============================
</TABLE>


                 See accompanying notes to financial statements.


                                       3
<PAGE>




                         PTN MEDIA, INC. AND SUBSIDIARY
                          (a Development Stage Company)
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>


                                                                           For the Three                   Cumulative
                                                                           Months Ended                    during the
                                                                             March 31,                 Development stage
                                                                   ------------------------------       May 27, 1997 to
                                                                       2000            1999              March 31, 2000
                                                                   --------------  --------------   -------------------------


<S>                                                                 <C>             <C>               <C>
 CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                                            $(425,314)      $(154,927)           $     (4,903,032)
   Adjustments to reconcile net loss to net cash
     used in operating activities:
       Depreciation                                                        2,490             331                       8,946
       Shares issued for professional and legal fees                           -               -                     876,500
       Waiver of compensation payable                                          -               -                     121,000
       Issuance of shares for license fees                                     -               -                   1,084,728
   Changes in operating assets and liabilities:
     Accounts receivable                                                       -           4,488                           -
     Prepaid expenses                                                    142,188                                   (573,437)
     Accounts payable and accrued expenses                               (9,533)          11,125                     302,273
     License fees payable                                                      -       (155,000)                     400,000
                                                                   --------------  --------------   -------------------------

 NET CASH USED IN OPERATING ACTIVITIES                                 (290,169)       (293,983)                 (2,683,022)
                                                                   --------------  --------------   -------------------------

 CASH FLOWS FROM INVESTING ACTIVITIES:

   Purchase of fixed assets                                                    -         (1,140)                    (31,255)
   Security and other deposits paid                                     (27,226)               -                    (27,226)
                                                                   --------------  --------------   -------------------------

 NET CASH USED IN INVESTING ACTIVTIES                                   (27,226)         (1,140)                    (58,481)
                                                                   --------------  --------------   -------------------------

 CASH FLOWS FROM FINANCING ACTIVITIES:

   Loans received from (paid to) officer                                (26,000)        (30,900)                     477,844
   Proceeds from short-term loans                                                        275,000                     653,750
   Payments from shareholders                                                                  -                       2,957
   Proceeds from exercise of warrants                                          -               -                      30,000
   Proceeds from private placement offerings, net                        708,970               -                   1,662,470
   Proceeds from sale of common and preferred stock, net                       -         112,492                     326,596
                                                                   --------------  --------------   -------------------------

 NET CASH PROVIDED BY FINANCING ACTIVITIES                               682,970         356,592                   3,153,617
                                                                   --------------  --------------   -------------------------

 INCREASE IN CASH                                                        365,575          61,469                     412,114

 CASH, BEGINNING OF PERIOD                                                46,539             702                           -
                                                                   --------------  --------------   -------------------------

 CASH, END OF PERIOD                                                   $ 412,114       $  62,171             $       412,114
                                                                   ==============  ==============   =========================
</TABLE>


                 See accompanying notes to financial statements.


                                       4

<PAGE>




                         PTN MEDIA, INC. AND SUBSIDIARY
                          (a Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 1 - DESCRIPTION OF COMPANY AND GOING CONCERN
         UNCERTAINTY:

PTN Media, Inc. ("PTN" or the "Company") was incorporated in Delaware on January
13, 1998 and is the successor to Interactive Entertainment Studio, Inc. ("IES").
IES was incorporated in the State of Nevada on May 27, 1997 and was merged into
the Company in March 1998, for the sole purpose of changing the domicile of the
Company to Delaware. The Company has been in the development stage in accordance
with Statement of Financial Accounting Standards No. 7, since its inception.

The Company is an interactive content provider focusing on providing leading
branded content for well-defined target audiences using a combination of new and
traditional media. The Company provides this content on its interactive web
sites in the form of articles and photographs pertaining to fashion, beauty,
style and entertainment. These web sites, utilizing celebrity models as hosts,
will provide an avenue for users to share general tips and advice relating to
the subjects covered.

The Company, since its inception, has incurred net losses of $4,903,032 through
March 31, 2000. The Company has relied on bridge financing, the proceeds from
the sale of common stock through an initial public offering, and the sale of
common and preferred stock in private placements to fund its activities. The
Company may be unable to continue in existence unless it is able to arrange
additional financing. The financial statements do not include any adjustments
relating to the recoverability of assets that might be necessary in the event
the Company cannot continue in existence.

The accounting policies followed by the Company are set forth in Note 2 to the
Company's financial statements included in its annual report on Form 10-KSB for
the year ended December 31,1999 and which is incorporated herein by reference.
Specific reference is made to this report for a description of the Company's
securities and the notes to the financial statements included therein.



                                       5

<PAGE>



                         PTN MEDIA, INC. AND SUBSIDIARY
                          (a Development Stage Company)
                    NOTES TO FINANCIAL STATEMENTS, continued
                                   (Unaudited)

NOTE 1 - DESCRIPTION OF COMPANY AND GOING CONCERN
         UNCERTAINTY, continued:

In the opinion of management, the accompanying unaudited interim condensed
consolidated financial statements of PTN Media, Inc., and subsidiary contain all
adjustments necessary to present fairly the Company's financial position as of
March 31, 2000 and the results of its operations for the three month periods
ended March 31, 2000 and 1999 and for the cumulative period during the
development stage (May 27, 1997 to March 31, 2000) and its cash flows for the
three month periods ended March 31, 2000 and 1999 and for the cumulative period
during the development stage (May 27, 1997 to March 31, 2000).

The results of operations for the three months ended March 31, 2000 are not
necessarily indicative of the results to be expected for the year ending
December 31, 2000.

NOTE 2 - SALE OF SHARES:

In February 2000 the Company issued 182,000 shares of its common stock in a
private placement offering at $5.00 per share. The Company paid offering costs
in connection with this private placement offering of $51,030. As of March 31,
2000, the Company was still owed $150,000 from a shareholder for the purchase of
30,000 shares.

In addition, during the first quarter of 2000, certain holders of the Company's
Series A preferred stock converted 1,650 shares of Series A preferred stock into
33,000 shares of the Company's common stock.


                                       6

<PAGE>



                         PTN MEDIA, INC. AND SUBSIDIARY
                          (a Development Stage Company)
                    NOTES TO FINANCIAL STATEMENTS, continued
                                   (Unaudited)

NOTE 3 - SHORT-TERM LOANS PAYABLE:

In July and August 1997, the Company received $56,250 through the issuance of 8%
promissory notes and common stock purchase warrants to acquire Company stock.
The 45,000 warrants issued, which expire in July 2001, entitle the holders to
purchase 45,000 shares of common stock at an exercise price of $3.00 per share,
the deemed fair value of the warrants at the time of issuance. The notes and
accrued interest are payable one year from the date of issuance or the closing
of an equity funding of the Company of a minimum of $500,000, whichever is
sooner. In 1999, one of the note holders converted $25,000 of principal and
$5,500 of accrued interest into 6,100 shares of the Company's common stock. The
remainder of the notes continues to be outstanding notwithstanding the fact that
payments owed by the Company thereunder are now past due. Interest accrued as of
March 31, 2000 aggregated $4,125.

In March 1999, the Company completed the sale of 5.5 units, each unit consisting
of a $50,000 promissory note, bearing interest at an annual rate of 10%, and
warrants to purchase 10,000 shares of common stock at $7.50 per share. During
the fourth quarter of 1999, these promissory notes were converted to 2,750 share
of Series A preferred stock. As of March 31, 2000, $20,625 of accrued interest
related to these promissory notes is unpaid.

In July and August of 1999, the Company's subsidiary, Fragrancedirect.com, Inc.
("Fragrance") issued 10% promissory notes aggregating $160,000. The notes are
due the earlier of one year or the completion of an initial public offering of
Fragrance common stock. In addition, Fragrance issued to the note holders an
aggregate of 96,000 two-year warrants to purchase Fragrance common stock at
$3.50 per share. As of March 31, 2000, $10,667 of accrued interest related to
these promissory notes is unpaid.



                                       7

<PAGE>



                         PTN MEDIA, INC. AND SUBSIDIARY
                          (a Development Stage Company)
                    NOTES TO FINANCIAL STATEMENTS, continued
                                   (Unaudited)

NOTE 4- LOANS PAYABLE - OFFICER:

In April 1998, the Company's Chairman, President and Chief Executive Officer,
provided the Company with a revolving credit line with a maximum of $500,000
available. In September 1998, the Board of Directors of the Company authorized
an increase in this line to $610,000 and in November and December 1998, further
increases to $1,000,000, were authorized. Loans drawn under this line bear
interest at a rate of 9% per annum from the date they are made to the Company
and are payable by May 2001, provided, however, that if the Company raises gross
proceeds in an IPO of at least $1,500,000, the entire outstanding amount and
accrued interest will be repaid from the proceeds from the IPO. In January 2000,
the Company borrowed an additional $4,000 and repaid $20,000 and $1,500 of such
loans and accrued interest on such loans, respectively. In February 2000, the
principal and accrued interest of $432,844 and $65,907, respectively, were
converted into an aggregate of 110,000 shares of the Company's common stock.

NOTE 5 - LICENSE AGREEMENT:

The Company continues to owe model Tyra Banks $100,000 in connection with
calendar fees and Claudia Schiffer $300,000 in connection the second year
royalty payment per her agreement.

On March 30, 2000, the Company entered into an agreement with a company
controlled by Downtown Julie Brown to give the Company her services for weekly
radio shows to air on weekends. The Company is obligated to pay her $100,000
annually for one year plus give her 10,000 shares of common stock.

NOTE 6 - EARNINGS (LOSS) PER SHARE:

Earnings (loss) per share has been computed on the basis of the weighted average
number of common shares outstanding during each period presented according to
the standards of SFAS No.128 "Earnings Per Share" ("SFAS 128").




                                       8

<PAGE>




Item 2.    Management's Discussion and Analysis of Financial Condition
           and Results of Operations

General

         The following discussion and analysis should be read in conjunction
with the Company's consolidated financial statements and related footnotes for
the year ended December 31, 1999 included in its Annual Report on Form 10-KSB.
The discussion of results, causes and trends should not be construed to imply
any conclusion that such results or trends will necessarily continue in the
future.

Overview

         PTN Media, Inc. ("PTN" or the "Company") is an interactive content
provider focusing on providing leading branded content for well-defined target
audiences using a combination of new and traditional media. The Company provides
this content on its interactive web sites in the form of articles and
photographs pertaining to fashion, beauty, style and entertainment. These web
sites, utilizing celebrity models as hosts, will provide an avenue for users to
share general tips and advice relating to the subjects covered.

         The Company, since its inception, has incurred net losses of
$4,903,032. The Company may be unable to continue in existence unless it is able
to arrange additional financing to supplement its recently completed initial
public offering, bridge financing and sale of preferred stock and common stock.

         The Company has not yet generated any significant revenues and is still
considered in the development stage. Through March 31, 2000, cumulative revenues
totaled $21,029. The Company continues to incur costs associated with the
development of its web sites.

         Additionally, the Company has advanced $134,000 to a company controlled
by fashion model, Tyra Banks, pursuant to certain agreements between the Company
and Ms. Banks' company and has also incurred expenses of approximately $10,000,
to date, in connection with the development of the intended web site to have
been hosted by Ms. Banks and in connection with the development of calendars
featuring her. In June 1998, Ms. Banks declared the Company in breach of these
agreements based on the Company's alleged failure to pay the full amount of all
advances and reimbursable expenses allegedly owed pursuant to such agreements.
The agreement relating to the creation and sale of calendars has been
terminated. Although Ms. Banks also claims that the web site agreement has been
terminated, the Company believes that it is currently in full compliance with
this agreement, and that Ms. Banks has refused to perform thereunder.

On December 8, 1998, attorneys for Tyra Banks and Bankable, Inc., an entity
controlled by Ms. Banks, made a Demand for Arbitration against the Company under
the commercial arbitration rules of the American Arbitration Association. Ms.
Banks'


                                       9

<PAGE>

attorneys alleged that the Company failed to make timely payments of money due
upon the execution of the web site license agreement and calendar agreement
between Ms. Banks and the Company ("Agreements"), and refused to return
photographs, pictures, prints, negatives and images of Ms. Banks. Ms. Banks is
seeking damages under the Calendar Agreement in the amount of $161,333, damages
under the Web Site Agreement of $370,000 and legal fees. On January 15, 1999,
the Company, through its attorneys, filed an Answer and Counterclaim to Ms.
Banks' Demand for Arbitration. The Company raised several defenses to Ms. Banks'
claims and claimed a breach by Ms. Banks and Bankable, Inc. of the web site
agreement. The Company is seeking the amount of $264,000 in damages related to
the Agreements. A preliminary administrative conference was held on January 19,
1999, and a hearing was held in October 1999 and the Company filed briefs on
March 6, 2000 in response and is awaiting the arbitrator's decision. The Company
intends to vigorously defend itself in this arbitration, and believes that its
has meritorious defenses. Nonetheless, there can be no assurance that the
Company will be successful in this arbitration, and an unfavorable settlement or
result in this matter could have a material adverse effect on the Company.

         The Company entered into a Web Site License Agreement with Claudia
Schiffer (the "Schiffer License Agreement") which grants the Company the
exclusive license for an on-line Internet service devoted to Ms. Schiffer. The
Company has the right to use Ms. Schiffer's name and likeness for an Internet
site including a merchandise "boutique", monthly column and interviews or
on-line chat sessions. Ms. Schiffer also would make promotional appearances and
voice recordings to promote the site and provide content for it. The Schiffer
License Agreement would continue until the year 2001. The Company would pay Ms.
Schiffer guaranteed minimum royalties of $300,000 for the first year (which
amount was paid) of the Schiffer License Agreement, $400,000 for the second year
(of which $100,000 has been paid), and $500,000 for the third year, which would
be credited against earned royalties ranging from 25% to 80% of site revenues
and profits from boutique merchandise sales.

         The Schiffer License Agreement also granted to Ms. Schiffer, 269,682
shares of common stock (the "Shares"), with the right to maintain the ratio of
her common stock ownership to that of the Company's President. The Company
agreed to indemnify Ms. Schiffer for any U.S. income tax liability resulting
from the issuance of these shares, however, the Company has been assured that
Ms. Schiffer is not a U.S. citizen or resident, and therefore is not likely to
be responsible for any such taxes.

         In June 1999, the Company entered into a License Agreement with model
Estella Warren. This license provides for an on-line Internet service and
downloadable electronic calendars featuring the name and likeness of Ms. Warren.
This agreement continues until the first anniversary of the date the service is
launched and required payment of the entire fee of $30,000 at the time of
execution. Ms. Warren also receives a royalty equal to 20% of revenues received
in connection with calendar sales.


                                       10

<PAGE>

         On March 30, 2000, the Company entered into an agreement with a company
controlled by Downtown Julie Brown to give the Company her services for weekly
radio shows to air on weekends. The Company is obligated to pay her $100,000
annually for one year plus give her 10,000 shares of common stock.

         The Company created a new subsidiary in July 1999, Fragrancedirect.com,
Inc. and also hopes to launch "www.fragrancedirect.com," its online fragrance
sales effort, during 2000. On this web site the Company will sell colognes,
perfumes and other fragrances direct to Internet users, much in the same way
that books are sold on web sites such as "Amazon.com." The site will be promoted
through hyper-links from the Company's affiliated web sites. The Company also
intends to create mutual linking arrangements with operators of apparel sites
and to make barter arrangements for advertising. The Company anticipates that
its prices will be lower than the manufacturer's suggested retail prices,
however, not necessarily less than all retail outlets. The web site is currently
being completed.

         The Company intends to obtain product liability insurance in such
amounts as it may deem appropriate to insure against any possible product
liability exposure resulting from the sale of fragrances on the web site.

         There can be no assurance that the Company will generate substantial
revenues from the web site. In addition, the Company is aware of at least two
similar web sites attempting to compete for the on-line fragrance business.

Cash Requirements

         In April 1998, the Company's Chairman, President and Chief Executive
Officer provided the Company with a revolving credit line with a maximum of
$500,000 available. In September 1998, the Board of Directors of the Company
authorized an increase in this line to $610,000 and in November and December
1998, further increases to $1,000,000, were authorized. Loans drawn under this
line bear interest at a rate of 9% per annum from the date they are made to the
Company and are payable by May 2001, provided, however, that if the Company
raises gross proceeds in an IPO of at least $1,500,000, the entire outstanding
amount and accrued interest will be repaid from the proceeds from the IPO. In
February 2000, the principal and accrued interest of $432,844 and $65,907,
respectively, were converted into an aggregate of 110,000 shares of the
Company's common stock.

         On September 18, 1998, the Securities and Exchange Commission declared
effective the Company's Registration Statement concerning an Initial Public
Offering ("IPO") of 400,000 shares of common stock, which the Company hoped
would generate proceeds of approximately $1,600,000. This IPO expired on January
31, 1999. As of December 31, 1998, the Company had completed the sale of 66,900
shares of common stock and in February 1999, closed on the sale of an additional
62,000 shares of common stock, realizing aggregate net proceeds of $326,596. The
net proceeds from this offering,


                                       11

<PAGE>

along with bridge loans received in 1997, have been used to satisfy the
Company's obligations under the License Agreements entered into with the fashion
models.

         During 1999, the Company issued 190,000 shares of common stock for
professional services valued at $637,500. The Company also issued 200,000
warrants to purchase shares of common stock for professional services valued at
$200,000 and the Company issued 25,000 options to purchase shares of common
stock for legal fees valued at $25,000.

         In March 1999, the Company completed the sale of 5.5 units, each unit
consisting of a $50,000 promissory note, bearing interest at an annual rate of
10%, and warrants to purchase 10,000 shares of common stock at $7.50 per share.
During the second quarter of 1999, the Company completed the sale of 2,400
shares of Class A Preferred Stock in a private offering of such securities,
generating net proceeds of $216,000. The purchasers of these securities also
received two-year warrants to purchase 5,000 shares of common stock for every
$25,000 of Preferred Stock purchased at an exercise price of $7.50. The
preferred shares accumulate dividends at the rate of $10 per share per annum and
are convertible to common shares at the option of the holders.

         During the fourth quarter of 1999, the Company issued 402,500 shares of
its common stock is a series of private placement offerings for aggregate
proceeds of $737,500. In addition, in February 2000 the Company issued 182,000
shares of its common stock in a private placement offering for aggregate
proceeds of $910,000, of which $150,000 is stilled owed to the Company as of
March 31, 2000.

         In July and August of 1999, the Company's subsidiary
Fragrancedirect.com, Inc. issued 10% promissory notes aggregating $160,000. The
notes are due the earlier of one year or the completion of an initial public
offering of Fragrance common stock. In addition, Fragrance issued to the note
holders an aggregate of 96,000 two-year warrants to purchase Fragrance common
stock at $3.50 per share

         The Company may determine, depending on the opportunities available to
it, to seek additional equity or debt financing to fund the cost of its
operations. There can be no assurance that additional financing will be
available to the Company on commercially reasonable terms, or at all. In the
event that the Company is unable to raise additional funds, the Company could be
required to either substantially reduce or terminate its operations.

Forward looking statements

This report contains certain forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Shareholders are cautioned that all
forward-looking statements involve risks and uncertainty, including without
limitation, the ability of the Company to fully establish its web sites and
satisfactorily resolves the litigation with Ms. Banks. Although the Company
believes the assumptions underlying the forward-looking


                                       12

<PAGE>

statements contained herein are reasonable, any of the assumptions could be
inaccurate, and therefore, there can be no assurance that the forward-looking
statements contained in the report will prove to be accurate.

Part II.   OTHER INFORMATION

Item 1.    Legal Proceedings

         On December 8, 1998, attorneys for Tyra Banks and Bankable, Inc., an
entity controlled by Ms. Banks, made a Demand for Arbitration against the
Company under the Commercial Arbitration Rules of the American Arbitration
Association. Ms. Banks' attorneys alleged that the Company failed to make timely
payments of money due upon the execution the Web Site License Agreement and
Calendar Agreement between Ms. Banks and the Company ("Agreements"), and refused
to return photographs, pictures, prints, negatives and images of Ms. Banks. Ms.
Banks is seeking damages under the Calendar Agreement in the amount of $161,333,
damages under the Web Site Agreement of $370,000 and legal fees. On January 15,
1999, the Company, through its attorneys, filed an Answer and Counterclaim to
Ms. Banks' Demand for Arbitration. The Company raised several defenses to Ms.
Banks' claims and claimed a breach by Ms. Banks and Bankable, Inc. of the Web
Site Agreement. The Company is seeking the amount of $264,000 in damages related
to the Agreements. A preliminary administrative conference was held on January
19, 1999, and a hearing was held in October 1999 and the Company filed briefs on
March 6, 2000 in response and is awaiting the arbitrator's decision. The Company
intends to vigorously defend itself in this arbitration, and believes that it
has meritorious defenses. Nonetheless, there can be no assurance that the
Company will be successful in this arbitration, and an unfavorable settlement or
result in this matter could have a material adverse effect on the Company.

Item 2.    Change in Securities and Use of Proceeds

         In February 2000, the Company sold 182,000 shares of its common stock
in a private placement offering for gross proceeds of $910,000, of which
$150,000 is still owed to the Company as of March 31, 2000.

Item 3.    Defaults Upon Senior Securities

         None

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

         Not applicable


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<PAGE>

Item 5.    Other Information

         Not applicable

Item 6.    Exhibits and Reports on Form 8-K

(a)      Exhibits

27.1 - Financial Data Schedule

(b)      Reports on Form 8-K

         None

                                   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 thereunto duly authorized.

                                             PTN Media, Inc.



                                             By:  /s/ Peter Klamka
                                                -------------------------
                                             Peter Klamka
                                             Chief Executive and Principal
                                             Accounting Officer

Date:  May 15, 2000



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