<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the quarterly period ended June 30, 1999

Commission file number   000-24835


                                 PTN Media, Inc.
        (Exact name of Small Business Issuer as Specified in Its Charter)

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

              2750 South State Street, Ann Arbor, Michigan 48104
                   (Address of principal executive offices)

Registrant's telephone number, including area code (734) 327-0579

         Check whether the issuer: (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or
for 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           No   X
    -----        -----

         Indicate the number of shares outstanding of each of the issuer's
classes of common equity, as of September 8, 1999: 3,440,562

         Transitional Small Business Disclosure Format (check one):
Yes          No   x
    -----       -----

<PAGE>

                                 PTN MEDIA, INC.

                                      INDEX

                                                                         Page(s)
                                                                         -------

PART 1.        Financial Information

ITEM 1.        Financial Statements

               Condensed Balance Sheets as of June 30, 1999
               (unaudited) and December 31, 1998                            3

               Statements of Operations for the Three and Six
               Month Periods Ended June 30, 1999 and 1998 and
               for the Cumulative Period From May 27, 1997
               (Inception) to June 30, 1999 (Unaudited)                     4

               Statements of Cash Flows for the Six Month Periods
               Ended June 30, 1999 and 1998 and for the Cumulative
               Period During the Development Stage from May 27,
               1997 (Inception) to June 30, 1999 (Unaudited)                5


               Notes to Interim Condensed Financial Statements              6


               Management's Plan of Operation                               9


PART II        Other Information                                           13


SIGNATURES                                                                 14

               Exhibit 27 - Financial Data Schedule

<PAGE>


                          PART I. Financial Information

ITEM 1.  Financial Statements

                                 PTN MEDIA, INC.
                          (a Development Stage Company)
                            CONDENSED BALANCE SHEETS

                                   - ASSETS -

<TABLE>
<CAPTION>
                                                                              June 30,        December 31,
                                                                               1999               1998
                                                                           -------------      ------------
                                                                           (unaudited)

<S>                                                                        <C>                <C>
CURRENT ASSETS:
      Cash                                                                 $     54,258       $       702
      Accounts receivable                                                          -                4,488
                                                                           ------------       -----------

TOTAL CURRENT ASSETS                                                             54,258             5,190

FIXED ASSETS - NET                                                               19,879             3,626

OTHER ASSETS:
      Security deposits                                                             690               690
                                                                           ------------       -----------

                                                                           $     74,827       $     9,506
                                                                           ============       ===========

               - LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) -

CURRENT LIABILITIES:
      Accrued expenses                                                     $    186,110       $   133,815
      License fees payable (Note 5)                                             115,000           255,000
      Short-term loans payable (Note 3)                                         331,250            56,250
      Loans payable - officer (Note 4)                                          504,344           542,500
                                                                           ------------       -----------

TOTAL CURRENT LIABILITIES                                                     1,136,704           987,565
                                                                           ------------       -----------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY (DEFICIT) (Note 2):
      Preferred stock, par value $.01; 1,000,000 shares authorized,
        2,400 issued and outstanding for 1999                                        24             -
      Common stock, par value $.001; 10,000,000 shares authorized,
        3,440,262 and 3,378,262 shares issued and outstanding for
        1999 and 1998, respectively                                               3,440             3,378
      Additional paid-in capital                                              1,922,317         1,608,910
      Deficit accumulated during the development stage                       (2,987,658)       (2,590,347)
                                                                           ------------       -----------
                                                                             (1,061,877)         (978,059)
                                                                           ------------       -----------

                                                                           $     74,827       $     9,506
                                                                           ============       ===========
</TABLE>


              See notes to interim condensed financial statements.

                                        3
<PAGE>



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

<TABLE>
<CAPTION>
                                                                                              Cumulative
                                              For the                   For the               During The
                                         Three Months Ended        Six Months Ended        Development Stage
                                              June 30,                 June 30,             May 27, 1997 to
                                          1999          1998       1999         1998         June 30, 1999
                                       ---------     ---------   ---------    --------    -------------------

<S>                                    <C>           <C>         <C>          <C>         <C>
REVENUES                               $   3,844     $    -      $  13,216    $    -         $    17,704
                                       ---------     ---------   ---------    ---------      -----------

EXPENSES:
    Cost of revenue                       30,000       150,000      43,923      200,000        1,772,651
    Product development                   98,885        99,900     158,885      204,715          640,973
    General and administrative            98,033        62,267     175,244      135,261          529,908
                                       ---------     ---------   ---------    ---------      -----------

                                         226,918       312,167     378,052      539,976        2,943,532
                                       ---------     ---------   ---------    ---------      -----------

LOSS FROM OPERATIONS                    (223,034)     (312,167)   (364,836)    (539,976)      (2,925,828)
                                       ---------     ---------   ---------    ---------      -----------

OTHER INCOME (EXPENSE):
    Interest expense                     (19,350)       (7,000)    (32,475)     (12,730)         (61,869)
    Interest income                         -              155        -             177               39
                                       ---------     ---------   ---------    ---------      -----------
                                         (19,350)       (6,845)    (32,475)     (12,553)         (61,830)
                                       ---------     ---------   ---------    ---------      -----------

NET LOSS                               $(242,384)    $(319,012)  $(397,311)   $(552,529)     $(2,987,658)
                                       =========     =========   =========    =========      ===========


BASIC LOSS PER COMMON SHARE
     (Note 6)                              $(.07)        $(.10)      $(.12)       $(.18)           $(.88)
                                           =====         =====       =====        =====            =====


WEIGHTED AVERAGE NUMBER OF
    COMMON SHARES OUTSTANDING
    (Note 6)                           3,440,262     3,041,680   3,388,881    3,041,680        3,378,202
                                       =========     =========   =========    =========        =========
</TABLE>

              See notes to interim condensed financial statements.

                                        4

<PAGE>


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

<TABLE>
<CAPTION>
                                                                                                             Cumulative
                                                                                                             During The
                                                                                                             Development
                                                                         For the Six Months Ended               Stage
                                                                                  June 30,                 (May 27, 1997 to
                                                                           1999             1998             June 30, 1999)
                                                                         --------         --------         ----------------
<S>                                                                      <C>              <C>              <C>
INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS:

CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss                                                             $(397,311)       $(552,529)          $(2,987,658)
    Adjustments to reconcile net loss to net cash used in
      operating activities:
        Depreciation of fixed assets                                         2,087              490                 2,967
        Shares issued for legal fees                                         -               13,000                14,000
        Waiver of compensation payable                                       -              -                      66,000
        Issuance of shares for license fees                                  -              -                   1,078,728
    Changes in operating assets and liabilities:
      Decrease in accounts receivable                                        4,488          -                     -
      Increase in accrued expenses                                          52,295          108,636               236,110
      Increase (decrease) in license fees payable                         (140,000)         100,000               115,000
                                                                         ---------        ---------           -----------
        Net cash (used) by operating activities                           (478,441)        (330,403)           (1,474.853)
                                                                         ---------        ---------           -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchase of fixed assets                                               (18,340)          (1,959)              (22,846)
    Security deposits paid                                                    -                (690)                 (690)
                                                                         ---------        ---------           -----------
        Net cash (used) by investing activities                            (18,340)          (2,649)              (23,536)
                                                                         ---------        ---------           -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Loans received from officer                                             -               270,000               542,500
    Loans repaid to officer                                                (38,156)          -                    (38,156)
    Proceeds from short-term loans                                         275,000           97,500               493,750
    Payment from shareholders                                              -                  2,957                 2,957
    Net proceeds from sale of shares                                       313,493          (18,243)              551,596
                                                                         ---------        ---------           -----------
        Net cash provided by financing activities                          550,337          352,214             1,552,647
                                                                         ---------        ---------           -----------

INCREASE (DECREASE) IN CASH AND CASH
    EQUIVALENTS                                                             53,556           19,162                54,258
    Cash and cash equivalents, at beginning of period                          702           20,134               -
                                                                         ---------        ---------           -----------

CASH AND CASH EQUIVALENTS, AT END OF PERIOD                              $  54,258        $  39,296           $    54,258
                                                                         =========        =========           ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
    Interest paid                                                        $   -            $   -               $     -
    Taxes paid                                                               -                -                     -
</TABLE>

              See notes to interim condensed financial statements.

                                        5

<PAGE>


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


NOTE   1   -     DESCRIPTION OF COMPANY AND GOING CONCERN UNCERTAINTY:

                 PTN Media, Inc., 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
                 $2,987,658 and at June 30, 1999 current liabilities exceeded
                 current assets by $1,082,446. The Company has relied on bridge
                 financing, the proceeds from the sale of common stock through
                 an initial public offering, officer's loans and from the sale
                 of preferred stock 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,
                 1998 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.

                 In the opinion of management, the accompanying unaudited
                 interim condensed financial statements of PTN Media, Inc.
                 contain all adjustments necessary to present fairly the
                 Company's financial position as of June 30, 1999 and the
                 results of its operations for the three and six month periods
                 ended June 30, 1999 and 1998 and for the cumulative period
                 during the development stage (May 27, 1997 to June 30, 1999)
                 and its cash flows for the six month periods ended June 30,
                 1999 and for the cumulative period during the development stage
                 (May 27, 1997 to June 30, 1999).

                 The results of operations for the three and six month periods
                 ended June 30, 1999 and 1998 are not necessarily indicative of
                 the results to be expected for the full year.


                                        6

<PAGE>


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


NOTE   2   -     SALE OF SHARES:

                 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. On October 22, 1998, the Company extended the
                 expiration date of the initial public offering to January 31,
                 1999. As of December 31, 1998, the Company had consummated the
                 sale of 66,900 shares of common stock and in February 1999, the
                 Company consummated the sale of an additional 62,000 shares of
                 common stock. The aggregate net proceeds from the IPO was
                 $335,596.

                 As of June 30, 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.

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.
                 These notes continue to be outstanding notwithstanding the fact
                 that payments owed by the Company thereunder are now past due.
                 Interest accrued and unpaid as of June 30, 1999 and December
                 31, 1998, aggregate $6,750 and $4,500, respectively.

                 In March 1999, the Company received $275,000 from the sale of 5
                 1/2 units, each unit consisting of a $50,000 promissory note,
                 bearing interest at 10% per annum, and two year warrants to
                 purchase 10,000 shares of common stock at $7.50 per share. As
                 of June 30, 1999, interest accrued and unpaid aggregated
                 $6,875.

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, a
                 further increase to $1,000,000, was 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. As of December 31, 1998, borrowings
                 outstanding under this line aggregated $542,500, and interest
                 accrued and unpaid aggregated $22,644.

                 As of June 30, 1999, the Company repaid $38,156 of such loans.
                 Accrued interest as of June 30, 1999 aggregated $45,994.


                                        7

<PAGE>


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


NOTE   5   -     LICENSE AGREEMENT:

                 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.

                 As of June 30, 1999, the Company paid $15,000 of the license
                 fee. The Company also continues to owe model Tyra Banks
                 $100,000 in connection with Internet service and calendar fees.

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>


MANAGEMENT'S PLAN OF OPERATIONS:

                 PTN Media, Inc., 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
                 $2,987,658 and at June 30, 1999, current liabilities exceeded
                 current assets by $1,082,446. 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 and bridge financing.

                 The Company has not yet generated any significant revenues and
                 is still considered in the development stage. Through June 30,
                 1999, cumulative revenues totaled $17,704, and resulted
                 entirely from the sale of calendars (see discussion below re:
                 Claudia Schiffer Calendar Agreement). The Company continues to
                 incur costs associated with the development of its proposed web
                 sites, none of which is at yet fully constructed.

                 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 Ms. Banks made a
                 demand for arbitration against the Company alleging that the
                 Company failed to make timely payments of monies due under the
                 two executed agreements, and refused to return certain
                 materials to Ms. Banks. Ms. Banks is seeking payment of
                 $153,000 (which amount is recorded as a liability on the
                 financial statements) plus interest, as well as damages for
                 injury to her public reputation. 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. A
                 preliminary administrative conference was held on January 19,
                 1999 and a hearing was scheduled for April 23, 1999. The
                 hearing scheduled for April 23, 1999 was moved to June 15, 1999
                 due to Ms. Banks' inability to appear in April due to a prior
                 commitment to film a motion picture in Canada. The Company is
                 seeking the return of $100,000, plus interest, which was paid
                 to Ms. Banks. The Company intends to vigorously defend itself
                 in this arbitration, and believes that it has meritorious
                 defenses. However, there can be no assurance that the Company
                 will be successful in this arbitration and an unfavorable
                 result could have a material adverse effect on the Company due
                 to its limited resources.

                 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


                                        9

<PAGE>


                 of $300,000 for the first year (which amount was paid) of the
                 Schiffer License Agreement, $400,000 for the second year, 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.

                 The Company has also entered into a Licensed Calendar Agreement
                 with Ms. Schiffer ("Calendar Agreement"). The Calendar
                 Agreement grants the Company the right to use the name,
                 likeness, and endorsement of Ms. Schiffer in the advertisement,
                 promotion and sale of a16-month 1999 calendar with photographs
                 of her, in downloadable electronic format and CD-Rom ("Licensed
                 Calendar"). Ms. Schiffer will provide photographic images and
                 voice recordings for the Licensed Calendar. The Company agreed
                 to pay Ms. Schiffer an advance royalty in the aggregate amount
                 of $75,000 which was paid in 1998. The Company has also agreed
                 to pay to Ms. Schiffer royalties equal to a percentage of sales
                 ranging from 20% of net sales for 0-20,000 units, to 60% of net
                 sales for 50,001 units and above. This advance payment will be
                 credited against any earned royalty payment. The Calendar
                 Agreement terminates December 31, 1999.

                 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.

                 As of June 30, 1999, the Company paid $15,000 of the license
                 fee.

                 The Company also hopes to launch "www.fragrancedirect.com," its
                 online fragrance sales effort, within the next 12 months. 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 tested. The web site was built and will be
                 maintained by an outside contractor whom the Company agreed to
                 pay a $3,000 one-time fee, $299 per month maintenance and 5% of
                 gross sales from the site with a $50,000 per year cap. The
                 outside contractor will process credit card orders.

                 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.


                                       10

<PAGE>


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. As of December 31, 1998, borrowings
                 outstanding under this line aggregated $542,500. Through June
                 30, 1999, the Company repaid $38,156 of these loans and as of
                 June 30, 1999, the outstanding loan balance was $504,344 and
                 interest accrued and unpaid amounted to $45,994.

                 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 net
                 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
                 $335,596. The net proceeds from this offering, 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.

                 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.

                 As of June 30, 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.

                 Since the Company raised less than the estimated maximum amount
                 of net proceeds available pursuant to the Initial Public
                 Offering, the Company has insufficient funds available for
                 operations and would be required to seek additional financing
                 sooner than anticipated or curtail certain of its planned
                 activities. 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.



                                       11

<PAGE>


PART II.         OTHER INFORMATION

ITEM 1.          Legal Proceedings


                 NONE


ITEM 2.          Changes in Securities

                 NONE


ITEM 3.          Defaults Upon Senior Securities

                 NONE


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

                 NONE


ITEM 5.          Other Information

                 NONE


ITEM 6.          Exhibits and Reports on Form 8-K

                 NONE

                                       12

<PAGE>




                                   SIGNATURES

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

Dated:           September 13, 1999       PTN Media, Inc.



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



                                       13