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

                                   FORM 10-QSB

           [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                    For the quarter ended September 30, 1998

           [ ]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 0-24835

                                 PTN MEDIA, INC.
                                 ---------------
                 (Name of small business issuer in its charter)

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

                        313 North First Street, Suite B,
                              Ann Arbor, MI, 48104
                     --------------------------------------
                    (Address of principal executive offices)

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      No X .

                      APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 3,041,680 shares of Common Stock, par
value $.001, outstanding as of November 10, 1998.

                      DOCUMENTS INCORPORATED BY REFERENCE:
                                      NONE

<PAGE>



                                   FORM 10-QSB

                       FINANCIAL STATEMENTS AND SCHEDULES
                                 PTN MEDIA, INC.

                    For the Quarter ended September 30, 1998

The following financial statements and schedules of the registrant and its
consolidated subsidiaries submitted herewith:

                                 PTN MEDIA, INC.
                                      INDEX

<TABLE>
<CAPTION>
Page(s)

<S>            <C>                                                                                                     <C>
PART 1.        Financial Information
ITEM 1.        Financial Statements
               Condensed Balance Sheets as of September 30, 1998 (unaudited) and December 31, 1997                         3
               Condensed Statements of Operations for the Three and Nine Month Periods Ended
               September 30, 1998 and 1997 and for the Cumulative Period From May 27, 1997 (Inception) to
               September 30, 1998 (Unaudited)                                                                              4

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

               Notes to Interim Condensed Financial Statements                                                             6

ITEM 2.        Management's Plan of Operation                                                                              8

</TABLE>




                                        2

<PAGE>



                          PART I. Financial Information
ITEM 1.  Financial Statements

                                 PTN MEDIA, INC.
                          (a Development Stage Company)
                            CONDENSED BALANCE SHEETS
                                   - ASSETS -
<TABLE>
<CAPTION>
                                   
                                                                                              September 30,          December 31,
                                                                                                  1998                   1997
                                                                                             --------------          ------------  
                                                                                               (unaudited)               
<S>                                                                                           <C>                      <C>
      CURRENT ASSETS: 
      Cash                                                                                    $       6,206            $   20,134
      Due from shareholders                                                                         -                       2,957
                                                                                             --------------            ----------

TOTAL CURRENT ASSETS                                                                                  6,206                23,091
                                                                                             --------------            ----------

FIXED ASSETS - NET                                                                                    3,516                 1,984
                                                                                             --------------            ----------

OTHER ASSETS:
      Deferred offering costs (Note 2)                                                               47,197               -
      Security deposits                                                                                 690               -
                                                                                            ---------------            ----------
                                                                                                     47,887               -
                                                                                              -------------            ----------

                                                                                              $      57,609            $   25,075
                                                                                              =============            ==========

               - LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) -

CURRENT LIABILITIES:
      Accrued expenses                                                                         $    130,796            $   61,135
      License fees payable (Note 1)                                                                 100,000               100,000
      Short-term loans payable                                                                       56,250               121,250
      Loans payable - officer (Note 3)                                                              610,000               -
                                                                                              -------------            ----------

TOTAL CURRENT LIABILITIES                                                                           897,046               282,385
                                                                                              -------------            ----------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY (DEFICIT):
      Preferred stock, par value $.01; 1,000,000 shares authorized,
        none issued or outstanding                                                                 -                      -
      Common stock, par value $.001; 10,000,000 shares authorized,
        3,041,680 and 2,967,348 shares issued and outstanding for
        1998 and 1997, respectively                                                                   3,042                 2,967
      Additional paid-in capital                                                                    226,415                   990
      Deficit accumulated during the development stage                                           (1,068,894)             (261,267)
                                                                                                -----------             ---------
                                                                                                   (839,437)             (257,310)
                                                                                               ------------             ---------

                                                                                               $     57,609            $   25,075
                                                                                               ============            ==========

</TABLE>
              See notes to interim condensed financial statements.




                                        3

<PAGE>



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


<TABLE>
<CAPTION>

                                                                                                           
                                    For the Three Months Ended         For the Nine Ended Months         During Cumulative
                                            September 30,                      September 30,           The Development Stage 
                                  -------------------------------   --------------------------------      May 27, 1997 to
                                       1998            1997              1998            1997           September 30, l998
                                  --------------- ---------------   ---------------  ---------------  ----------------------
<S>                              <C>              <C>               <C>             <C>             <C>
                                                                                        (Note 1)            (Note 1)

REVENUES                          $       -       $     -            $     -          $     -             $         -
                                  --------------- ---------------   ---------------  ---------------      -----------

EXPENSES:
   Cost of revenue                        -                100,000           200,000          100,000          350,000
   Product development                    166,900          -                 371,615          -                401,245
   General and administrative              77,173              717           212,434              717          291,821
                                        ---------        ---------         ---------       ----------      -----------
                                          244,073          100,717           784,049          100,717        1,043,066
                                        ---------        ---------         ---------       ----------      -----------

LOSS FROM OPERATIONS                     (244,073)        (100,717)         (784,049)        (100,717)      (1,043,066)
                                        ---------        ---------         ----------      ----------      -----------

OTHER INCOME (EXPENSE):
   Interest expense                       (11,025)            (333)          (23,755)            (333)         (26,005)
   Interest income                        -                 -                    177          -                    177
                                        ---------        ---------         ---------       ----------      -----------
                                          (11,025)            (333)          (23,578)            (333)         (25,828)
                                        ---------        ---------         ---------       ----------      -----------

NET LOSS                                $(255,096)       $(101,050)        $(807,627)      $ (101,050)     $(1,068,894)
                                        =========        =========         =========       ==========      ===========

BASIC LOSS PER COMMON
   SHARE (Note 4)                           $(.08)           $(.03)            $(.27)           $(.03)           $(.35)
                                            =====            =====             =====            =====            =====

WEIGHTED AVERAGE
   NUMBER OF COMMON
   SHARES OUTSTANDING
   (Note 4)                             3,041,680        3,041,680         3,041,680        3,041,680         3,041,680
                                       ==========        =========         =========       ==========       ===========



</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
                                                                                        For the Nine                 Development
                                                                                        Months Ended                       Stage
                                                                                        September 30,               May 27, 1997
                                                                                 --------------------------
                                                                                     1998             1997      to June 30, 1998
                                                                                 -----------  -------------      ----------------
                                                                                                (Note 1)             (Note 1)
<S>                                                                                <C>            <C>                 <C>         
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS:

CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss                                                                       $(807,627)    $(101,050)          $(1,068,894)
    Adjustments to reconcile net loss to net cash used in operating
      activities:
        Depreciation of fixed assets                                                     780         -                       990
        Shares issued for legal fees                                                  13,000         1,000                14,000
    Changes in operating assets and liabilities:
      Increase in accrued expenses                                                   119,661            50               180,796
      Increase in license fees payable                                               -              50,000               100,000
                                                                                  ----------     ----------            ---------
        Net cash (used) by operating activities                                     (674,186)      (50,000)             (773,108)
                                                                                  ----------     ---------             ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchase of fixed assets                                                          (2,312)        -                    (4,506)
    Security deposits paid                                                              (690)        -                      (690)
                                                                                   ---------     --------- 
        Net cash (used) by investing activities                                       (3,002)        -                    (5,196)
                                                                                   ---------     ---------             ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Loans received from officer                                                      610,000         -                   610,000
    Proceeds from short-term loans                                                    97,500        50,000               218,750
    Payment from shareholders                                                          2,957         -                     2,957
    Expenses of initial public offering                                              (47,197)        -                   (47,197)
                                                                                   ---------     ---------             ---------
        Net cash provided by financing activities                                    663,260        50,000               784,510
                                                                                   ---------     ---------             ---------

(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                                     (13,928)        -                     6,206

    Cash and cash equivalents, at beginning of period                                 20,134         -                     -
                                                                                   ---------     ---------             ---------

CASH AND CASH EQUIVALENTS, AT END OF
    PERIOD                                                                         $   6,206     $   -                 $  6,206
                                                                                   =========     =========             =========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
(a)   Interest paid                                                                  -               -                    -
      Taxes paid                                                                     -               -                    -

(b)   In May 1997, the Company issued (i) 2,957,348 shares of common stock in
      exchange for notes receivable of $2,957 and (ii) 10,000 shares of common
      stock in lieu of payment for legal fees aggregating $1,000.

(c)   During 1998 holders of notes aggregating $162,500 converted such notes 
      in to 54,166 shares of common stock at a value of $3.00 per share.

(d)   During 1998, the Company issued (i) 16,666 shares of common stock in lieu
      of payment of $50,000 of compensation accrued as of December 31, 1997 and
      (ii) 3,500 shares of common stock in payment of legal fees aggregating
      $13,000.

</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. This merger has been retroactively
                 reflected in the December 31, 1997 financial statements. 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, provide a venue for users to share
                 general tips and advice relating to the subjects covered.

                 The Company, since its inception, has incurred net losses of
                 $1,068,894 and at September 30, 1998 current liabilities
                 exceeded current assets by $890,840. The Company has relied on
                 certain bridge financing to fund its activities. The Company is
                 currently attempting to sell common stock through an initial
                 public offering to provide working capital for its continuing
                 development stage activities and eventual commencement of its
                 operations. Unless the Company successfully completes its
                 proposed public offering or arranges additional financing, the
                 Company may be unable to continue in existence. 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
                 registration statement on Form SB-2 which was filed with the
                 Securities and Exchange Commission 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 September 30, 1998 and the
                 results of its operations for the three and nine month periods
                 ended September 30, 1998 and 1997 and for the cumulative period
                 during the development stage (May 27, 1997 to September 30,
                 1998) and its cash flows for the nine month periods ended
                 September 30, 1998 and 1997 and for the cumulative period
                 during the development stage (May 27, 1997 to September 30,
                 1998).

                 The results of operations for the three and nine month periods
                 ended September 30, 1998 and 1997 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   -     PUBLIC OFFERING:

                 On September 18, 1998, the Securities and Exchange Commission
                 declared effective the Company's registration statement
                 concerning an initial public offering ("IPO"). As of the date
                 of filing of this report, the Company has not consummated the
                 sale of the 400,000 shares of common stock contemplated by the
                 initial public offering. There can be no assurance that the
                 Company will successfully consummate the sale of these shares.
                 On October 22, 1998, the Company extended the expiration of the
                 initial public offering to January 31, 1999.


NOTE   3   -     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 $555,000 and in November 1998, a further increase
                 to $ 800,000, was authorized. As of September 30, 1998,
                 borrowings outstanding under this line aggregated $610,000.
                 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 the IPO of at least $1,500,000, the
                 entire outstanding amount and accrued interest will be repaid
                 from the proceeds from the IPO.


NOTE   4   -     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"). In accordance with the
                 rules of the Securities and Exchange Commission for initial
                 public offerings, all shares issued within one year of filing
                 are being treated as outstanding for all periods presented.






                                        7

<PAGE>


Item. 2   MANAGEMENT'S PLAN OF OPERATIONS


Overview

                 Although the Company entered into an agreement with a company
controlled by fashion model, Niki Taylor, in June 1997, for Ms. Taylor to host
"Fashion House with Niki Taylor", the Company's initial web site, this web site
was not launched until recently. The Company was not able to launch the web site
sooner, due to the period of time required to raise the funds necessary to
develop the site and commence operations, the approximate cost of which was
$250,000, not including the advance of $150,000 paid to Ms. Taylor's company.
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 and electronic
planners 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. Based on certain correspondence received from Ms. Banks' attorneys,
the Company believes that it is unlikely that either a Tyra Banks calendar or
web site will ever be offered by the Company. The Company has generated 
extremely limited revenues to date.

Operations for the Next Twelve Months

                 The Company's initial web site currently offers four content
areas, including fashion tips from Ms. Taylor, the latest style and trends in
the fashion industry, travel information, photographs of Ms. Taylor and video
and audio clips and information. For the next twelve months the Company will
expand its content offerings on the "Fashion House with Niki Taylor" web site by
updating editorial coverage of beauty, fashion, style and models, as well as the
introduction of new video and audio items. The Company also will continue to add
more advertising and other sources of revenue to its site. The Company's license
agreement with Niki Taylor's company contains an automatic renewal provision for
two additional twelve month terms, unless terminated by Ms. Taylor's company or
the Company. The first of these renewals occurred in September 1998.

                 The Company also is hopeful that it will execute and deliver a
web site agreement with well-known model Claudia Schiffer (see Part II hereof),
upon which the Company will proceed to design and, hopefully, launch such a web
site featuring Ms. Schiffer. The Company has executed and delivered a Calendar
Agreement with Ms. Schiffer (see Part II hereof) and intends to market a
calender in downloadable electronic format and CD-Rom, including photographic
images of Ms. Schiffer during the next 12 months. The Company also hopes to
launch "www.fragrancedirect.com," its online fragrance sales effort, within the
next 12 months. This website is described in Part II hereof. There can be no
assurance that the Company will be able to successfully sell calendars featuring
Ms. Schiffer, execute or deliver a web site agreement with Ms. Schiffer,
successfully launch the "www.fragrancedirect.com" website, or generate any
revenues or profits from any of the foregoing activities.

Cash Requirements

                 The Company anticipates, based on currently proposed plans and
assumptions relating to its operations (including the substantial start-up costs
associated with its initial web site and up to $153,000 which may be payable to
a company controlled by Tyra Banks under the agreements entered into with her),
that the net proceeds of the proposed initial public offering (see Part II),
assuming the sale of all 400,000 shares of Common Stock being offered (the
"Initial Public Offering") together with projected cash flow from operations and
available cash resources, will be sufficient to satisfy anticipated cash 

                                        8

<PAGE>



requirements for at least 18 months following the consummation of the Initial 
Public Offering. In the event that the Company raises less than the estimated 
maximum amount of net proceeds available pursuant to the Initial Public 
Offering, or the Company's plans change, its assumptions change or prove to be
inaccurate or the net proceeds of the Initial Public Offering or cash flow 
prove to be insufficient to fund operations (due to unanticipated expenses, 
delays, problems, difficulties or otherwise), the Company 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. If the Company raises only $1,500,000 in the Initial Public
Offering, the Company's anticipated cash requirements would be satisfied for
approximately seven to eight months following the consummation of the Initial 
Public Offering. If the Company raises $1,000,000 or $500,000 in the Initial 
Public Offering, the Company's anticipated cash requirements would be satisfied
for approximately six months or three to four months, respectively, following 
the consummation of the Initial Public Offering, assuming the Company 
significantly reduces the promotion of its current website and does not attempt
to develop any new websites. If the amount of funds raised in the Initial Public
Offering is not enough to maintain the Company's operations for at least twelve
months, and the Company's cash flow from operations is not sufficient to cover 
the Company's expenses for the remainder of such period, it will be necessary 
for the Company to raise additional funds, either through equity or debt 
financing. The Company's requirements for additional funds would be even more 
near-term, if the Company does not raise sufficient funds in the Initial Public
Offering to pay any amounts which it may be obligated to pay to Tyra Banks 
and/or her company, in connection with their claim of $153,000 against the 
Company. 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.

                 In April 1998, Peter Klamka, the Company's Chairman, President
and Chief Executive Officer, provided the Company with a revolving credit line
with a maximum of $500,000 available (the "Klamka Credit Line"). In September
1998, the Board of Directors of the Company authorized an increase in this line
to $550,000, and in November 1998, a further increase to $800,000 was
authorized. As of September 30, 1998, borrowings outstanding under the Klamka
Credit Line aggregated $610,000. Loans drawn on the Klamka Credit 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 this Offering of at least $1,500,000, the entire outstanding amount
of the Klamka Credit Line and accrued interest will be repaid from the proceeds
of this Offering.

                           PART II - OTHER INFORMATION

Item 1.          Legal Proceedings.  To the best knowledge of the officers and 
                 directors, PTN Media, Inc. (the "Company") is not party to any 
                 legal proceeding or litigation.


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.



                                        9

<PAGE>



                 Price Adjustments

                 On August 1, 1998, the Board of Directors authorized the
Company to increase the stock option exercise price with respect to all
outstanding stock options granted in March 1998 under the Company's 1998 Stock
Option Plan from $1.00 to $3.00, in response to comments from the Securities and
Exchange Commission in connection with the initial public offering (the "Initial
Public Offering") of the Company's common stock, par value $.001 per share
("Common Stock").

                 On August 21, 1998, Peter Klamka, the Company's President and
Chief Executive Officer, forfeited and returned two-thirds (2/3) of 50,000
shares issued in March 1998 as compensation in consideration of accommodation
to the Company in consummating the Initial Public Offering and other good and
valuable consideration.

                 Increase in Credit Line

                 On September 21, 1998, the Board of Directors authorized an
increase of $55,000 in the existing revolving credit promissory note (the
"Note"), bearing interest at 9% per annum, initially in the principal amount of
$500,000 and subsequently in the principal amount of $555,000 to Peter Klamka.
In November 1998, a further increase to $800,000 was authorized. The Note is
payable in full, inclusive of accrued interest to the extent of borrowings
thereunder, on the earlier of (i) the date that the Company has raised an
aggregate of not less than $1,500,000 in one or more public offerings of any of
its securities or (ii) May 2001. On September 22, 1998, Mr. Klamka loaned
$205,000 to the Company, so that $610,000 is now outstanding under the Note.

                 Payment under Niki Taylor License

                 On September 22, 1998, the Company paid Niki, Inc. (Niki
Taylor's company) an aggregate of $100,000, the full amount owed under the
Company's Web Site License Agreement with Niki, Inc. (the "Niki Taylor
License"), in addition to a payment of $20,000 to Ms. Taylor's manager in
reimbursement of costs relating to a photo shoot, as required by the Niki Taylor
License. The Niki Taylor License remains in effect and has not as of the date
hereof been terminated by Ms. Taylor's company, and as a result of the full
payment of amounts required under the agreement, the Company does not anticipate
any claim of breach by Ms. Taylor's company for any prior failure to pay. The
Niki Taylor License automatically renewed for one additional year on October 1,
1998.

                 Public Offering

                 On September 18, 1998, the Securities and Exchange Commission
declared effective the Company's Registration Statement concerning the Initial
Public Offering. As of the date of filing of this report, the Company has not
consummated the sale of any shares of Common Stock contemplated by the Initial
Public Offering. There can be no assurance that the Company will consummate the
sale of any shares. On October 22, 1998, the Company extended the expiration of
the Initial Public Offering to Jan. 31, 1999.

                 On November 17, 1998, Hornblower & Weeks, Inc. signed a 
Placement Agent Agreement with the Company.




                                       10

<PAGE>



                 Calendar Agreement with Claudia Schiffer

                 In November 1998, the Company entered into a Licensed Calendar
Agreement with well-known model Claudia 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 a
16-month 1999 calendar with photographs of her, in downloadable electronic
format and CD-Rom ("Licensed Calendar"). Ms. Schiffer will provide photographic
images and voice recording for the Licensed Calendar. The Company agreed to pay
Ms. Schiffer an advance royalty in the aggregate amount of $75,000, of which
$37,500 was paid upon execution of the Calendar Agreement, and the remaining
$37,500 is required to be paid upon approval of the Licensed Calendar. The
Company agreed to pay to Ms. Schiffer royalties of 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.

                 Proposed Web Site License Agreement with Claudia Schiffer

                 The Company intends to enter into a Web Site License Agreement
with Claudia Schiffer (the "Schiffer License Agreement") upon the earlier to
occur of such time as (i) the Company has received at least $150,000 in net
proceeds from the sale of shares in the Initial Public Offering or (ii) Peter
Klamka, the Company's President, loans sufficient funds to the Company to make
the initial required advance royalty to Ms. Schiffer (such date, the "Effective
Date"). The Schiffer License Agreement would grant the Company the exclusive
license for an on-line Internet service devoted to Ms. Schiffer. The Company
would have 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 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 would also grant to Ms.
Schiffer, 219,682 shares of Common Stock (the "Shares"), with the right to
maintain the ratio of her Common Stock ownership to that of Peter Klamka, the
Company's President. The Company expects to value the Shares at $4.00 per share
of common stock, if issued anytime prior to the existence of an active trading
market in the Company's stock. If the Shares are issued any time after the
existence of an active trading market in the Company's stock, then the Company
intends to value the shares at 80% of the market value of the Company's stock on
the date of issuance. 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.

                 A payment of $150,000 is required upon execution and delivery
of the Agreement ("Initial Payment"). The Company has delivered executed
versions of the Schiffer License Agreement to Ms. Schiffer's attorney, and has
delivered a stock certificate representing the shares to Ms. Schiffer's manager.
The Company has been informed by Ms. Schiffer's attorney that the Schiffer
License Agreement will be executed and delivered by Ms. Schiffer upon receipt of
the Initial Payment and the Shares. The Company anticipates, but cannot assure,
that the Effective Date will

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<PAGE>

occur on or before December 4, 1998.
                 
                 www.fragrancedirect.com

                 The Company is nearing completion of the building of a web site
with the Internet address "www.fragrancedirect.com." On this website 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, currently being tested, is expected to be open to
the public in late November or early December, although there can be no 
assurance thereof.

                 The website was built and will be maintained by an outside
contractor whom the Company agreed to pay a $3000 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 any
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.




Item 6.          (A) Exhibits and Reports on Form 8-K.

                 Exhibit No.            Description
                 -------------          -----------------------
                 27.1                   Financial Data Schedule

                 (B)  Reports on Form 8-K.  None.

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<PAGE>



                                   SIGNATURES


                 In accordance with the requirements of the Exchange Act, the
registrant has caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.


Date: November 20, 1998                          PTN MEDIA, INC.




                                                 By:    /s/ Peter Klamka
                                                    ----------------------------
                                                     Peter Klamka
                                                     President and Secretary

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