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, 2002

[  ]    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, 2002 - 7,068,411 shares of Common Stock

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


<PAGE>



                                 PTN Media, Inc.
                                      Index

                                                                           Page
                                                                          Number
                                                                          ------

PART I.    FINANCIAL INFORMATION

Item 1.    Financial Statements

           Condensed Consolidated Balance Sheet as of March 31, 2002          2

           Condensed Consolidated Statements of Operations for
           the three months ended March 31, 2002 and 2001                     3

           Condensed Consolidated Statements of Cash Flows for
           the three months ended March 31, 2002 and 2001                     4

           Notes to Condensed Consolidated Financial Statements             5-7

Item 2.    Management's Discussion and Analysis of Financial Condition
           and Results of Operations                                        8-11

Part II.   OTHER INFORMATION

Item 1.    Legal Proceedings                                                 11

Item 2.    Change in Securities and Use of Proceeds                          11

Item 3.    Defaults Upon Senior Securities                                   11

Item 4.    Submission of Matters to a Vote of Security Holders               11

Item 5.    Other Information                                                 11

Item 6.    Exhibits and Reports on Form 8-K                                  12

SIGNATURES 12

Part III.  EXHIBITS


<PAGE>


PART I.  FINANCIAL INFORMATION

ITEM 1.  Financial Statements

                        PTN MEDIA, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                              AS OF MARCH 31, 2002
                                   (unaudited)

                                     ASSETS
CURRENT ASSETS:
     Cash                                                          $     16,288
     Accounts receivables, net of allowance of $6,000                    13,947
     Other receivables                                                   45,576
     Inventory                                                          115,424
     Advance to officers                                                 75,000
     Prepaid expenses                                                    14,726
                                                                   ------------
TOTAL CURRENT ASSETS                                                    280,961

FIXED ASSETS, NET                                                        13,740
OTHER ASSETS                                                              2,226
                                                                   ------------
TOTAL ASSETS                                                       $    296,927
                                                                   ============

                     LIABILITIES AND SHAREHOLDERS' DEFICIT

CURRENT LIABILITIES:
     Accounts payable and accrued expenses                         $    350,409
     License fees payable                                             1,150,000
     Short-term loans payable                                           191,250
     Notes payable                                                      400,000
                                                                   ------------
TOTAL CURRENT LIABILITIES                                             2,091,659
                                                                   ------------
PROFIT PARTICIPATION OBLIGATION                                       1,000,000
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' DEFICIT
     Preferred stock, par value $0.01; 1,000,000 shares
       authorized; 2,350 shares issued and outstanding                       24
     Common stock, par value $0.001; 10,000,000 shares
       authorized; 7,068,411 shares issued and outstanding                7,068
     Additional paid-in capital                                      10,820,842
     Stock subscription receivable                                     (156,300)
     Accumulated deficit                                            (13,466,366)
                                                                   ------------
TOTAL SHAREHOLDERS' DEFICIT                                          (2,794,732)
                                                                   ------------
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT                        $    296,927
                                                                   ============

                 See accompanying notes to financial statements.

                                       2

<PAGE>



                        PTN MEDIA, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)


                                                          For the Three
                                                          Months Ended
                                                            March 31,
                                                  ------------------------------
                                                      2002              2001
                                                  ------------      ------------

REVENUE                                            $    24,892      $   177,509

COST OF REVENUE                                         21,324          147,431
                                                   -----------      -----------

GROSS PROFIT                                             3,568           30,078

EXPENSES:
      Product development                               24,070          229,258
      General and administrative                       163,175          112,674
                                                   -----------      -----------
TOTAL EXPENSES                                         187,245          341,932
                                                   -----------      -----------

LOSS FROM OPERATONS                                   (183,677)        (311,854)
                                                   -----------      -----------

OTHER EXPENSES:
      Interest expense                                 (81,875)         (40,298)
                                                   -----------      -----------
TOTAL OTHER EXPENSES                                   (81,875)         (40,298)
                                                   -----------      -----------

NET LOSS                                           $  (265,552)     $  (352,152)
                                                   ===========      ===========

BASIC AND DILUTED LOSS PER COMMON SHARE            $     (0.04)     $     (0.08)
                                                   ===========      ===========

WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING -
BASIC AND DILUTED                                    6,787,017        4,637,129
                                                   ===========      ===========














                 See accompanying notes to financial statements.

                                       3


<PAGE>
<TABLE>
<CAPTION>


                               PTN MEDIA, INC. AND SUBSIDIARIES
                        CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                        (Unaudited)

                                                                      For the Three
                                                                       Months Ended
                                                                         March 31,
                                                              ----------------------------------
                                                                 2002                    2001
                                                              ---------                ---------

<S>                                                           <C>                     <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                    $(265,552)               $(352,152)
  Adjustments to reconcile net loss to net cash
    used in operating activities:
      Depreciation                                                3,872                    3,464
      Issuance of shares for license fees/services                6,400                   50,000
      Issuance of shares for financing costs                     71,250                     --
  Changes in operating assets and liabilities:
    Accounts receivable                                            (744)                 (47,536)
    Inventory                                                    17,324                   (6,384)
    Prepaid expenses                                               --                     90,015
    Accounts payable and accrued expenses                        37,266                   (9,882)
    License fees payable                                       (300,000)                (257,500)
                                                              ---------                ---------

NET CASH USED IN OPERATING ACTIVITIES                          (430,184)                (529,975)
                                                              ---------                ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Advances to officers                                          (25,000)                 (50,000)
  Purchase of fixed assets                                       (4,800)                    --
                                                              ---------                ---------

NET CASH USED IN INVESTING ACTIVITIES                           (29,800)                 (50,000)
                                                              ---------                ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Loans received from (paid to) officer                            --                    100,000
  Proceeds from private placement offerings, net                462,250                     --
                                                              ---------                ---------

NET CASH PROVIDED BY FINANCING ACTIVITIES                       462,250                  100,000
                                                              ---------                ---------

INCREASE (DECREASE) IN CASH                                       2,266                 (479,975)

CASH, BEGINNING OF PERIOD                                        14,022                  503,636
                                                              ---------                ---------

CASH, END OF PERIOD                                           $  16,288                $  23,661
                                                              =========                =========




                            See accompanying notes to financial statements.

                                                 4
</TABLE>


<PAGE>



                        PTN MEDIA, INC. AND SUBSIDIARIES
                          NOTES TO 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 was retroactively reflected in the December 31,
1997 financial statements.

The Company is a developer and marketer of handheld electronic and communication
products. The Company signed a supply and distribution agreement as of February
25, 2002 with Motorola Inc. to supply mobile accessories and mobile applications
using the Company's rights to Christina Aguilera. Motorola has indicated it has
interest in working with additional properties that the Company has under
license including multi-platinum recording artist, Nelly. There can be no
assurance that any such agreement regarding additional licensed properties will
be concluded between PTN and Motorola. The Company is seeking additional
licenses in the area of mobile phones and mobile applications. The Company has
secured the services of three developers of mobile applications to provide the
design services necessary. In addition to Tony Stewart, the Company has
concluded license agreements with five additional NASCAR drivers including,
Rusty Wallace, Mark Martin, Jeff Burton Matt Kenseth and Kurt Busch for mobile
phones, mobile accessories and mobile software.

In July 1999, the Company formed FragranceDirect.com, Inc. ("Fragrance"), a
majority owned subsidiary. Through this entity, the Company sells limited
fragrance products over the Internet.

In February 2001, the Company formed a new wholly owned subsidiary, PTN
Wireless, Inc. There has been no activity in this subsidiary.

The Company, since its inception, has incurred net losses of $13,466,366 and at
March 31, 2002 its current liabilities exceeded its current assets by
$1,810,698. In addition, the Company is delinquent in certain payments due for
license fees and notes payable. In 2001, and during the three months ended March
31, 2002, the Company raised net proceeds of $1,371,700 and $462,250,
respectively, in private placement offerings of its common stock. The Company
may be unable to continue in existence unless it is able to arrange additional
financing and achieve profitable operations. Management plans to raise
additional capital and expects to generate cash from the sale of products in
2002.

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.


                                       5
<PAGE>


                        PTN MEDIA, INC. AND SUBSIDIARIES
                    NOTES TO FINANCIAL STATEMENTS, continued
                                   (Unaudited)

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

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, 2001 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
consolidated financial statements of PTN Media, Inc. and subsidiaries contain
all adjustments necessary to present fairly the Company's financial position as
of March 31, 2002 and the results of its operations for the three month periods
ended March 31, 2002 and 2001 and its cash flows for the three month periods
ended March 31, 2002 and 2001.

The results of operations for the three months ended March 31, 2002 are not
necessarily indicative of the results to be expected for the year ending
December 31, 2002.


NOTE 2 - COMMON STOCK:

In the first quarter of 2002, the Company issued 495,250 shares of common stock
in a private placement offering that resulted in gross proceeds of $495,250 net
of $33,000 in fees and commissions.

In February 2002, the Company issued 45,000 shares of common stock for financing
costs valued at $71,250 as the Company did not register certain shares of stock
sold in a private placement offering in accordance with a stock purchase
agreement. The value was determined using the market value of the Company's
stock at the date the shares were issued.

In March 2002, the Company issued 4,000 shares of common stock for services
valued at $6,400. The value was determined using the market value of the
Company's stock at the date the shares were issued.


NOTE 3 - ADVANCE TO OFFICERS:

In 2001 the Company advanced $50,000 to a company that the Company's officers
have an ownership interest in and in 2002 the Company advanced $25,000 to an
officer. The advances are non-interest bearing.


                                       6
<PAGE>


                        PTN MEDIA, INC. AND SUBSIDIARIES
                    NOTES TO FINANCIAL STATEMENTS, continued
                                   (Unaudited)


NOTE 4 - PROFIT PARTICIPATION OBLIGATION:

On November 22, 2000 the Company issued a promissory note to an investor in the
amount of $1,000,000. The note bore interest at 9.25% and was due on April 1,
2001. During 2001, the note holder converted the full amount of the note into a
profit participation obligation that provides for the holder to receive 7.5% of
the profits from the sale of the Claudia Schiffer Palm Pilot, the Michael Jordan
Palm Pilot and any other celebrity branded Palm Pilot that the Company sells.
The $1,000,000 profit participation obligation will be reduced as profits
payments, if any, are made to the holder.


NOTE 5 - EARNINGS (LOSS) PER SHARE:

The Company reports earnings (loss) per share in accordance with SFAS No. 128,
"Earnings per Share." Basic earnings (loss) per share is computed by dividing
income (loss) available to common shareholders by the weighted average number of
common shares available. Diluted earnings (loss) per share is computed similar
to basic earnings (loss) per share except that the denominator is increased to
include the number of additional common shares that would have been outstanding
if the potential common shares had been issued and if the additional common
shares were dilutive. Diluted earnings (loss) per share has not been presented
since the effect of the assumed conversion of options and warrants to purchase
common shares would have an anti-dilutive effect. The following potential common
shares have been excluded from the computation of diluted net loss per share for
the three ended March 31, 2002 and 2001 because the effect would have been
anti-dilutive:

                                                             2002         2001
                                                         ---------     ---------
  Conversion of Series A preferred stock                    47,000        47,000
  Stock options issued to employees and consultants
      under the Company's stock option plan              1,150,000     1,250,000
  Stock options issued outside of plan                      25,000        25,000
  Warrants issued with Series A preferred                        -        43,200
  Warrants issued to officers                              231,000       231,000
  Warrants issued for services                             600,000       200,000
  Warrants issued with note conversion                     200,000             -
  Warrants issued with notes                               180,000       208,334
                                                         ---------     ---------
                                                         2,433,000     2,004,534
                                                         =========     =========

NOTE 6 - RECLASSIFICATIONS

Certain amounts in the 2001 financial statements have been reclassified to
conform with the 2002 presentation.


                                       7
<PAGE>


Item 2.    Management's Discussion and Analysis of Financial Condition
           and Results of 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, our ability to fully establish our proposed websites and our ability
to conduct business with Palm, Inc. and be successful in selling products.
Although we believe the assumptions underlying the forward-looking 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.

General

The following discussion and analysis should be read in conjunction with our
consolidated financial statements and related footnotes for the year ended
December 31, 2001 included in our 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.

We were incorporated in Delaware on January 13, 1998 and are the successor to
Interactive Entertainment Studio, Inc. (IES). IES was incorporated in the State
of Nevada on May 27, 1997 and was merged into us in March 1998 for the sole
purpose of changing the domicile of the company to Delaware. This merger was
retroactively reflected in the December 31, 1997 financial statements.

We are a developer and marketer of handheld electronic and communication
products. We signed a supply and distribution agreement as of February 25, 2002
with Motorola Inc. to supply mobile accessories and mobile applications using
our rights to Christina Aguilera. Motorola has indicated it has interest in
working with additional properties that we have under license including
multi-platinum recording artist, Nelly. There can be no assurance that any such
agreement regarding additional licensed properties will be concluded between
Motorola and us. We are seeking additional licenses in the area of mobile phones
and mobile applications. We have secured the services of three developers of
mobile applications to provide the design services necessary. In addition to
Tony Stewart, we have concluded license agreements with five additional NASCAR
drivers including Rusty Wallace, Mark Martin, Jeff Burton Matt Kenseth and Kurt
Busch for mobile phones, mobile accessories and mobile software.


                                       8
<PAGE>



Since our inception, we have incurred net losses of, $13,466,366 and at March
31, 2002 current liabilities exceeded current assets by $1,810,698. In addition,
we are delinquent in certain payments due for license fees and notes payable. We
may be unable to continue in existence unless we are able to arrange additional
financing and achieve profitable operations. We plan to raise additional capital
and expect to generate cash from the sale of products in 2002.

On December 29, 2000, we entered into a three-year license agreement with
Michael Jordan, the National Basketball Association player, granting us the
right to use Mr. Jordan's name, likeness and image in connection with the
proposed advertisement, promotion and sale of certain branded Palm Inc.
products, including the Palm Pilot series. In addition to the standard features
of Palm products, we plan that the Michael Jordan edition include branding,
identification and software applications that will appeal to the market segment
associated with Mr. Jordan.

The license agreement with Mr. Jordan provides that we pay Mr. Jordan a royalty
equal to 12% of the proceeds from the sale of certain Palm Inc. branded
products, but in no event less than an annual minimum royalty of $1,250,000,
with $600,000 payable at the beginning of each year and $650,000 payable by the
end of each year. We paid Mr. Jordan his minimum annual royalty of $1,250,000
for the year 2001 in two payments, a payment of $500,000 in December 2000 and
$750,000 in 2001. We were in default on the license agreement with Mr. Jordan
since we had not made the full $600,000 payment at the beginning of the second
year of the agreement. We cured this default in May 2002 by making a $300,000
payment bring our total payments on for the 2002 royalties to $600,000. Even
though the full $600,000 was not paid at the beginning of the contract year, we
believe that making the additional $300,000 payment in May 2002 cured the
default under the contract.

On February 19, 2001, we entered into a two year license with pop music artist
Christina Aguilera granting us the right to use Ms. Aguilera's name, likeness
and image in connection with the proposed-advertisement, promotion and sale of
certain hand-held computers.

The license agreement provides that we shall pay Ms. Aguilera a royalty equal to
twelve percent (12%) of the proceeds from the sale of certain hand-held
computers, but in no event less than an annual minimum royalty of $100,000. We
also agreed to deliver shares of PTN Media, Inc. common stock equal to $50,000,
based on the closing price of the common stock on February 19, 2001. We have
paid Ms. Aguilera the minimum $100,000 and the required shares of common stock.

We have entered into a license agreement with Nascar race car driver Tony
Stewart on November 16, 2001. The agreement permits us to utilize Mr. Stewart's
image and likeness in connection with the handheld Palm computer. The license
agreement requires 12% royalties and a $10,000 advance from the Company.


                                       9
<PAGE>


We have entered into a license agreement on February 6, 2002 with multi-platinum
selling and Grammy nominated recording artist, Nelly, to develop branded mobile
phones and custom Nelly specific content for the wireless devices. The license
agreement requires 12% to 20% royalties depending on the type revenue generated,
a $10,000 advance from the Company and a guaranteed royalty of $25,000.

Our business model is to grow in the area of mobile handsets and mobile
applications. This business model includes seeking to obtain licenses with
well-known motorsports and entertainment figures, develop large promotional
programs that permit us to market our products more effectively and develop
other distribution channels.



                              Results of Operations

Revenue for the three months ended March 31, 2002 decreased by $152,617 or 86.0%
from $177,509 for the three months ended March 31, 2001 to $24,892 for the same
period in 2002. During the three months ended March 31, 2001, we began selling
the Claudia Schiffer edition of the Palm. Revenue for the three months ended
March 31, 2002 was principally from the sale of the Michael Jordan edition of
the Palm.

Cost of revenue for the three months ended March 31, 2002 decreased by $126,107
or 85.5% from $147,431 for the three months ended March 31, 2001 to $21,324 for
the same period in 2002. The decrease is a direct result of the decrease in
revenue. Cost of revenue as a percentage of revenue was 85.7% and 83.1%, for the
three months ended March 31, 2002 and 2001, respectively.

Product development costs for the three months ended March 31, 2002 decreased by
$205,188 or 89.5% from $229,258 for the three months ended March 31, 2001 to
$24,070 for the same period in 2002. The significant decrease in product
development costs is a result of us spending less money on the development of
our websites, producing content for our radio shows and royalties.

General and administrative expenses for the three months ended March 31, 2002
increased by $50,501 or 44.8% from $112,674 for the three months ended March 31,
2001 to $163,175 for the same period in 2002. The increase is a result of higher
travel related costs, salary and related benefits from the hiring of additional
personnel.

Interest expense and financing costs for the three months ended March 31, 2002
increased by $41,577 or 103.2% from $40,298 for the three months ended March 31,
2001 to $81,875 for the same period in 2002. The increase is due to a charge to
financing costs of $71,250 related to the issuance of 45,000 shares of common
stock to investors for not registering their shares in a timely manner, offset
by a decrease in interest on the $1,000,000 promissory note issued by us in
November 2000 that was subsequently converted into a royalty participation
certificate.


                                       10
<PAGE>


                         Liquidity and Capital Resources


In 2001, we raised net proceeds of $1,371,700 in private placement offerings of
our common stock. During the three months ended March 31, 2002, we raised net
proceeds of $462,250 in a private placement offering of our common stock.

We have incurred net losses since our inception of $13,466,366. In order for us
to continue in existence, we will have to raise additional capital through the
sale of equity or debt or generate sufficient profits from operations, or a
combination of both.


Part II.   OTHER INFORMATION

Item 1.    Legal Proceedings

None


Item 2.    Change in Securities and Use of Proceeds

During the first quarter of 2002, the Company issued 495,250 shares of common
stock in a private placement offering that resulted in gross proceeds of
$495,250. The sale of the securities were exempt under the Securities Act of
1933, as amended, in reliance on Regulation D promulgated thereunder.


Item 3.    Defaults Upon Senior Securities


None


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

Not applicable


Item 5.    Other Information

Not applicable



                                       11
<PAGE>




Item 6.    Exhibits and Reports on Form 8-K

(a) Exhibits

None

(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 Officer and Principal
                                      Accounting Officer


Date:  May 20, 2002



                                       12