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

                                   FORM  10-KSB


[X]  Annual  report  under Section 13 or 15(d) of the Securities Exchange Act of
1934  for  the  fiscal  year  ended  December  31,  2002

[  ]  Transition  report  under  Section  13 or 15(d) of the Securities Exchange
Act  of  1934  (No  fee  required)  for  the  transition  period  from  to

                        Commission  file  number:  0-27919

                    XRAYMEDIA.com  inc.,  fka  e-bidd.com,  Inc.
                 (Name  of  Small  Business  Issuer  in  Its  Charter)

Minnesota                                                              410951123
(State  or  Other  Jurisdiction  of                            (I.R.S.  Employer
Incorporation  or  Organization)                            Identification  No.)


         555  Hastings  Street,  Ste.#  1560,  Vancouver,  B.C.,  Canada V6B 4N6
               (Address  of  Principal  Executive  Offices)  (Zip  Code)

                                 (888)  777-0658
                (Issuer's  Telephone  Number,  Including  Area  Code)

     Securities  registered  under  Section  12(b)  of  the  Exchange  Act:

Title  of  Each  Class                Name  of each Exchange on Which Registered
Common  Stock  ($0.001  Par  Value)                           None
Preferred  Stock  ($0.001


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  [  ]


Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B not contained in this form, and no disclosure  will be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment  to  this  Form  10-KSB  [X].

The  issuer's  total  revenues  for  the  year  ended  December  31,  2002, were
$2166.0
On  March  31,  2003,  the  number  of  shares  outstanding of the  registrant's
Common  Stock,  $0.001  par  value  (the  only  class  of  voting  stock),  was
83,130,778.  The  market  value  of  non-affiliates  as  of  March  31, 2003 was
$1,710,539.

                                        1
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                                     PART  I

FORWARD-LOOKING  STATEMENTS.  THIS  REGISTRATION  STATEMENT  INCLUDES
"FORWARD-LOOKING  STATEMENTS."  FORWARD-LOOKING  STATEMENTS  CONTAINED  IN  THIS
REGISTRATION  STATEMENT ARE BASED ON MANAGEMENT'S BELIEFS AND ASSUMPTIONS AND ON
INFORMATION  CURRENTLY  AVAILABLE  TO  MANAGEMENT.  FORWARD-LOOKING  STATEMENTS
INCLUDE  STATEMENTS  IN  WHICH  WORDS SUCH AS "EXPECT, " "ANTICIPATE," "INTEND,"
"PLAN,"  "BELIEVE,"  "ESTIMATE,"  "CONSIDER,"  OR  SIMILAR EXPRESSIONS ARE USED.

YOU  SHOULD  NOT CONSTRUE ANY FORWARD-LOOKING STATEMENT AS A GUARANTEE OF FUTURE
PERFORMANCE.  THESE  STATEMENTS  INHERENTLY  INVOLVE  RISKS,  UNCERTAINTIES  AND
ASSUMPTIONS.  THE  FUTURE  RESULTS  AND STOCKHOLDER VALUES MAY DIFFER FROM THOSE
EXPRESSED  IN  THESE  FORWARD-LOOKING  STATEMENTS,  AND  THOSE VARIATIONS MAY BE
MATERIAL AND ADVERSE. MANY FACTORS THAT WILL AFFECT THESE RESULTS AND VALUES ARE
BEYOND  OUR  ABILITY  TO  CONTROL  OR  PREDICT.


                       ITEM  1.  DESCRIPTION  OF  BUSINESS

A.  Corporate  Organization

As  used herein the terms "Xray" and "XRAYMEDIA " refers to XRAYMEDIA.com, Inc.,
a  Minnesota  corporation,  its  subsidiaries  and  predecessors,  unless  the
context  indicates  otherwise.  On  June  28,  2000  the  name  was changed from
e-bidd.com,  inc.,  to  XRAYMEDIA.com  inc.  to  avoid a potential conflict with
another totally separate and unrelated company by a similar name,  www.Ebid.com,
that  also  operated  as  an  Internet  auction  site.

XRAYMEDIA  has  had  several  previous  names  in  the  past  including:  Image
Photo  Systems,  Inc.,  AJA  Merchant  Banking  Corporation,  Cyberguides
International,  Inc.,  Digital  Reporting,  Inc.,  and  Port  Industries,  Inc.
Although  XRAYMEDIA  was  initially  formed  to  conduct  any  lawful  activity,
XRAYMEDIA.COM  is  a  Media  Solutions  Company offering a variety of integrated
products  and  services through its website, including media buying and selling,
media  auctions,  web,  logo  and print ad design services, public relations and
investor relations services, as well additional media technology to be announced
as  implemented.  Through affiliations with Media Industry leaders is positioned
to  capitalize  on  the  migration  of advertising sales and auctions as well as
other related media based activity, to the internet through Business to Business
Media  solutions.

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<PAGE>

XRAYMEDIA  was  originally  incorporated  in  Minnesota on November 27, 1968, as
Port  Industries,  Inc.,  and  operated as a real  estate  development  company.
Port
Industries,  Inc. commenced bankruptcy proceedings under Chapter XI in May, 1974
and emerged from bankruptcy in April,  1976. As a result of the bankruptcy,  all
assets were distributed and the debtor's rights were formally  discharged.  Port
Industries,  Inc.  remained  inactive  from  1976  until  1994.

On March 1, 1994, Port Industries, Inc. entered into an agreement of merger with
Digital  Reporting,  Inc.,  a Delaware  corporation,  engaged in the business of
corporate  acquisitions.  Upon the effective date of the merger Port Industries,
Inc., issued 720 shares (1,800 shares prior to stock splits) of its common stock
in exchange for all of the outstanding shares of Digital Reporting,  Inc., whose
operations  were  nominal  since its  inception,  and became the sole  surviving
corporation  under  its  post-merger  name,  Digital  Reporting,  Inc.

In September  1997,  Digital  Reporting,  Inc.  acquired all of the  outstanding
common  shares  Cyberguides  International,  Inc.,  a Delaware  corporation,  in
exchange for 3,500 restricted shares of Digital Reporting,  Inc.'s common stock.
Accordingly,  Digital   Reporting,   Inc.   changed  its  name  to  Cyberguides
International,  Inc. and operated a web page on the  Internet  that  contained a
database   of  general   information   about   public   companies.   Cyberguides
International,  Inc. then merged with Corp Reports.com whose principal  business
activity was similar to that of Cyberguides  International,  Inc., the operation
of a web page in the early days of the  Internet  that  contained  a database of
public  companies  annual  reports.

In  February,  1998 A.J.  Alda &  Associates  acquired  a majority  interest  in
Cyberguides  International,  Inc. by purchasing  approximately  1,140 restricted
common  shares  of its  stock.  Mr.  A.J.  Alda  was  then  appointed  director,
president, and chief executive officer of Cyberguides International,  Inc. which
changed its name to AJA Merchant  Banking  Corporation  and operated as a public
merchant  banking  corporation.  AJA Merchant Banking  Corporation,  also in the
business of corporate acquisitions, entered into preliminary negotiations with a
printed circuit board manufacturer in the Minneapolis - St. Paul, Minnesota area
to build a  prototype  circuit  board but  failed to reach  the  development  or
production  stage.

On December 4, 1998, AJA Merchant Banking  Corporation changed its name to Image
Photo Systems, Inc. and began developing 3D picture viewers for children.  Image
Photo Systems, Inc. developed a prototype 3D picture viewer, but failed to reach
the  manufacturing,  production,  or sales  stage.  In 1999,  the  officers  and
directors associated with the acquisition of Image Photo Systems, Inc. resigned.


In July, 1999 Image Photo Systems,  Inc., under new management,  entered into an
Agreement with Laurier Limited, whereby it acquired its current operations as an
Internet  auction  site and  licensor  of Auction  and Ad Serving  Software  and
Laurier Limited received  10,000,000  restricted  shares of Image Photo Systems,
Inc.  stock. In September 1999,  Image Photo Systems,  Inc.  changed its name to
e-bidd.com,  Inc.  Subsequently,  the  Laurier  transaction  was  reversed. (See
below).

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<PAGE>

On  June  28,  2000 the name was changed from e-bidd.com, inc., to XRAYMEDIA.com
inc.  to  avoid a potential conflict with another totally separate and unrelated
company  by  a  similar  name,  www.Ebid.com, that also operated  as an Internet
auction  site.

As  of  September  30, 2000, the Company had not received the  software  license
from  Laurier  Limited  for  which  10,000,000  shares  of common stock had been
issued.  Because  of  this  default,  the  company has reversed  the  asset  and
related  stockholders'  equity  amounts  originally recorded in this transaction
retroactively  to  Dec.  31,  1999.

The  company  had  been  in  development  of its own Media Auction software with
separate  modules  being acquired from other sources. On December 18, 2000, in a
2nd  Level Public Access program XRAYMEDIA had opened its media auction site for
qualified  media  buyers  and  sellers  to test. During that time, protocols for
credit  approval  and  confirmation  of  inventory  had been applied and checked
repeatedly  for  robustness.  XRAYMEDIA.com  Inc  intended  to officially launch
that  media  auction  software  before  the  year-end  of  2001.

On  May  29th  2001  The  Company announced that it has acquired from a European
Company  called  TS4U  LTD  a  breakthrough,  dynamically  interactive
streaming-auction / inventory  implementing  software  system.  The  transaction
allows for XRAYMEDIA to retain ownership of  the  revised software "XRMD System"
with all  the  necessary  Advertising/Media  Industry  categories  and  database
structures required for the launch of its Media Auction. Under  the terms of the
Agreement XRAYMEDIA is not to sell, license or distribute  the software  to  any
third parties for  business  use  at  anytime.  The  deal  also  calls  for  the
TS4U  LTD  not to compete in the Advertising/Media Industry worldwide. XRAYMEDIA
Can only  use  the technology for the Advertising/Media  Industry worldwide. The
company  then proceeded  to  make  the  necessary  changes  to  the  software to
launch a full  real-time  advertising/media  inventory  negotiating  system  for
the  media  industry.

On  August 21st 2001 the company officially launched v1.0 of it's newly acquired
Software called the XRAYMEDIA Live Media Marketplace. Through the newly launched
site, media  buyers and  sellers  will  be  able to register, list media buy and
sell orders, track inventory changes,  add  private  members to  their  personal
groupings, negotiate  and  close  deals, in  an  online,  real-time  dynamically
streaming marketplace. The site offers  a  powerful  tool  not  only  for  those
bidding  on  and  selling  ad  space,  but  also  for  companies who  need to be
able  to  manage  their  inventory  more  efficiently.  We  encourage  media
professionals to  test  it  for  this  use,  as well as for regular online media
auctions. The XRAYMEDIA  Live Media Marketplace is a system capable of providing
one-on-one negotiations while dynamically loading  inventory changes. It  has  a
simple format within  a  live,  public/private  market  forum. The  dynamics  of
streaming  all  media  inventory,  multiple  bidding  capabilities,  targeting,
as  well  as  analyzing inventory, it is robust enough to handle high volume and
has  much  practical  use  in  addition  to  its  function  as  a  pure  auction
site.

                                        4
<PAGE>

On  October  29th  2001 the company launched v2.0 of its Live Media Marketplace.
The  upgraded  system  allows  buyers  and  sellers  of advertising inventory to
manage,  source,  target,  analyze,  negotiate  and  transact  multiple
media/advertising  purchases  and sales in real time.  Version  2.0, as  in  the
launch version, is an online trading floor that is dynamic, private and  secure.
The  upgrade  adds  powerful  tracking  mechanisms. These include the ability to
select  and  pinpoint  specific  matches  within  a  larger  trading
environment,  allowing  for  greater  flexibility  in  displaying  and following
specific  orders.  Version  2.0 makes it easier for companies who have  hundreds
or  thousands  of  pieces  of  inventory or orders to track specific ones at any
given  time.

On  July  17  2002  the company announced that it launched a worldwide financial
services  division  specializing in Media /Advertising buyers credit facilities.
Reporting  it  had  secured  worldwide  funding  sources  for Media /Advertising
purchases.

On  October  9,  2002 the company announced that it launched the "XR2 System" it
will  offer  sales/marketing-oriented  individuals  regardless  of  their
experience  the  opportunity to receive commissions and bonuses, while using the
"Live  Media  Marketplace".  The  company  is  creating  jobs  & Agency Branches
offering  licensed Independent Media Managers and Independent Media Traders full
time  or  part-time opportunities in the media industry. The goal is to bring on
10  or  more  IMM's  or IMT's in each major city across North America. Providing
licensees,  with  full  training  and  course  manuals,  presentations,  sales
techniques,  brochures,  lead  generation, on going customer support & training.

On  December  3,  2002  the  company announced that it launched an Entertainment
Division  The  new division will undertake projects that are expected to include
production  of  major  motion pictures, music and artist representation. The new
division was in response to several opportunities with which have been presented
including  the possibility of engaging in ventures with groups that produces and
markets popular recording artists and movies geared to the lucrative urban youth
market. The company is in negotiations for future projects and believes it could
lead  to  some  exciting  new  ventures.

On  December 6, 2002 the company announced that it had received a $4 Million USD
Mainstream  Media  Contract  for  Listing  in  the  Live Media Marketplace. This
contract  represents one of the largest wholesale ad buying opportunities listed
in  the Live Media Marketplace. Live negotiations are open to the general public
on  a  first come first served basis; significant discounts can be negotiated on
this  $4  million  USD advertising campaign. The contract covers most mainstream
medias available on the market today. Upon purchase, coverage can be targeted to
your  specific  demographics  through  TV, Radio, Print, Online and Out-of Home;
free  media  planning  will  be  provided  by one of the largest US media-buying
firms.

                                        5
<PAGE>

On  March  5, 2003 the company announced that it will release Version 3.0 of The
Live  Media  Marketplace  adding  new  media trade modules giving all registered
users  of the ability to negotiate media purchases in real-time for either cash,
or  a cash/trade blend. This includes the ability to negotiate the cash value of
the  media  as  well  as  the  cash values of the trade items, allowing users to
select  the  number  of items being negotiated on in each purchase, and allowing
all  users  to  negotiate  and  change values with cash or a cash/trade blend in
real-time.  Users  can  input any percentage blend of cash or trade, from a 100%
cash  deal,  to  an  80/20-cash/trade  blend  or  35/65,  70/30 etc. The company
anticipates  these  new  trade  modules  will  expedite discussions with various
registered  companies looking to use the LMM v3.0 technology under private label
agreements  to  market  to  their  client  bases.

On  March  13,  2003  the company announced that IMC & XRAYMEDIA Secured a Major
Joint  Venture  Agreement,  with  Total  Media  Value  in Excess of $1.1 Billion
Founded  in  1929  and  comprises  21 entities and 463 joint ventures devoted to
Multi-Media/Direct  Response  Marketing.  With 1,250 employees, IMC is a leading
Multi-Media/Direct  Response  Marketing company providing services to 175 of the
nation's leading companies as well as other emerging businesses. The goal of the
Joint  Venture  is  to  create  a  mass  media  trading center using IMC's media
inventory  and target-marketing programs with XRAYMEDIA's live media negotiating
platform.

On  March  18,  2003  the  company  released the new LMM v3.0 uniting live media
negotiating  with  trade/barter modules giving all registered buyers and sellers
flexibility and negotiating power, enabling the general public to choose the way
they  wish  to purchase advertising in a powerful and cost effective manner. All
media  trading  activity takes place on each users private "Media Trading Floor"
screen.  Users  can  enter new media buy and sell orders, negotiate in real-time
choosing currencies from around the world or use the new trade/barter modules to
instantly  change  cash/trade  values  and  percentage blends. The live updating
technology  automatically  creates "Media Matches" with "Media Orders" appearing
on  the  personal "Media Trading Floor". These matches are "Media Orders" placed
by other users that match the users' Media Buy and/or Sell Order criterion. Once
these  matches  are  generated,  all  users  can review the details and begin to
negotiate in real-time. At any point both negotiating parties agree upon a price
and  close  the  deal online, simultaneously deleting the sold media orders from
all  other  users  screen.

Since  January  2002  until  now  the  company  has  been in transition from the
research and development stage into reporting revenues and sustained growth. The
interest our technology from the general public and the media industry has grown
considerably in the last quarter of this year, evidenced from the agreements the
company  has  entered  into  and  the  new clients registering in the Live Media
Marketplace.  The  company  has  also  received  several  inquiries  for  media
partnership  opportunities;  these  companies  are  looking to pursue additional
revenue  streams  through  the  use  of  the  Live  Media  Marketplace  v3.0.

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<PAGE>

Marketing  efforts  will  be  the focus for the remainder of the year, including
releasing  incentive plans for our partners' clients and for the general public.
Listing  advertising  opportunities  in  the  Live Media Marketplace will be the
parallel  focus,  as new opportunities become available. Compounding our various
Joint Venture Partners' success is our goal; IMC is a prime example to personify
the success that compounded JV's can have. When we launch the campaigns for IMC,
we  are preparing for mass interest and registrations; IMC alone has hundreds of
partners  and  literally thousands of opportunities for us to work with. We have
made major strides to build a unique venue for buyers and sellers of advertising
around the world. This joint venture with IMC represents another landmark in our
Company's  history,  and  the  future  has  never  looked  brighter.



                           B.  DESCRIPTION  OF  BUSINESS  MODEL

EXECUTIVE  SUMMARY

John  Hagel  of  McKinsey  coined  the  term  "infomediaries"  to  describe
intermediaries who sell information about a market, creating a platform on which
buyers  and  sellers can do business. Many Internet researchers now believe that
perhaps  the  most  profitable  pure  Internet  companies,  as  well as the most
influential,  will  be  business-to-business  infomediaries,  who  will have the
ability  to  re-organize  entire industries. Red Herring, an Internet aficionado
magazine,  recently  called  the  emergence of "Internet Infomediaries" the next
bastion  of  economic  activity to profoundly impact the Internet. Infomediaries
represent  a new category of entrepreneurs. Through the development of its Media
SuperPortal  -  and  more  specifically, its Live Media Trading Center; The Live
Media  Marketplace  v2.0  -  XRAYMEDIA  has  membership  in  this rare category.

XRAYMEDIA's  objective  is  to  become a premiere online Internet media company.
Research  indicates  that  the media industry is ripe for a business-to-business
eCommerce  service for buying and selling premium advertising space (Television,
Radio,  Print,  Out-of-Home,  Specialty, and Online). The traditional process of
buying  media is usually cumbersome and time-consuming for buyers, and can serve
to  effectively  shrink sellers' consumer base. Through the XRAYMEDIA Live Media
Marketplace  v2.0  buyers  and  seller  can  negotiate  in real-time through the
internet  at  virtually  no  cost.

There  is  no  question that advertising remains big business: Total advertising
industry spending grew 8.1% to $524.7 billion in 1999 and was on-target for 2.5%
growth  in  2000  and  giant  leap of 5.8% in 2001. Of course, no one could have
predicted  the  deeper  and  wider  slump  in  the  economy and the debilitating
terrorist attacks  of September 11, 2001. In actual fact, total U.S. ad spending
was  down  approximately  4.1%  from  2000  at  $233.7  billion.

The  good  news  is, the most-followed ad industry forecasters, are anticipating
that  total  U.S.  ad spending will increase 2.4%, to $239.3 billion dollars for
the  year,  which  would be a significant rebound from the economic down-turn of
2001.

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<PAGE>

By  2000, the dot.com industry became nearly as large an advertising category as
passenger cars, accounting for almost 10 percent of advertising in 2000 and over
$5.5  billion  in  spending.
Coen  predicts that after the shakeout in 2000 and 2001, dot.coms won't reemerge
as  a  significant  force  for  several  more  years.

The  long-term  forecast  is  expected  to rise at a compound annual growth rate
(CAGR) of 7.8% throughout the forecast period 1999-2004, reaching $745.8 billion
in  2004.  This  growth  will  be  driven largely by Internet advertising, which
exploded  140.6% to $4.6 billion in 1999, and is forecast to increase at a 39.5%
CAGR,  more  than  quadrupling  to  $24.4 billion by 2004, and surpassing cable,
network  television,  and  consumer  magazines.

These  developments are not restricted to North America alone. A report released
by  eMarketer.com  claims  that Western Europe will account for 41% of worldwide
eCommerce  revenue  by  2003.  This  trend  is  having  an  impact on the global
marketplace.  IDC  reports  that 60% of online US business-to-business companies
are  making their products available to the global market, a percentage expected
to  rise  to 80% by 2004. Further, the decision about whether or not to engage a
business plan that includes the European marketplace will have a distinct impact
on  the  financial  situation  of online businesses: firms that are going global
project  foreign  revenues  of  25%  in 2000 and 30% in 2001; firms that are not
project 10% and 12% for those same years (IDC). XRAYMEDIA is well positioned for
the  European  market.

Currently,  there is a scattered presence of online auction sites. Sites such as
eBay.com  have  made the online auction famous. In terms of business-to-business
eCommerce  services  for  buying  and  selling  premium advertising space, major
competitors  include  OneMediaPlace.com  and BuyMedia.com. Both these sites have
generated  substantial  traffic  with their media auctions, signaling the desire
among media professionals for a coherent and convenient way to conduct business.
Moreover,  the value of this concept is illustrated by two major recent business
developments.  AdValue  Technologies  Inc.  is owned by Reuters Group PLC and is
part  of the Reuterspace Business Division. The main thrust of Reuterspace is to
group  businesses  and  assets  together  to  realize  the  Internet-enabled
opportunities  in  B2B,  media  and  consumer  finance.

AdValue  provides  the leading Buy Management, Invoicing and Reporting services.
With  over  3000 buyers, The Buy Management service has a strong position in B2B
media  buying,  national  rep  firms and stations, which have used the system to
process well over $3 billion of spot, broadcast advertising in 2000, alone. More
than  35%  of  all local broadcast expenditures are represented by Agencies that
use  AdValue's  Buy  Management  service.

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<PAGE>

Over  1500 TV and Radio stations and national rep firms, which used the services
on  MediaWorld,  were  extremely  successful  receiving  business from agencies.
AdValue introduced internet-enabled services on MediaWorld beginning in April of
2000.

AdValue  is  headquartered  in  New  York  with sales offices in Los Angeles and
Chicago,  and  their  development  center  is  in  Waltham,  Mass.  near Boston.

XRAYMEDIA  is  in  good  company and is positioned to surpass the competition by
taking  the auction concept into the future with patent pending live negotiating
technology  through  its Live Media Marketplace while offering the same services
as our competitors, and by supplementing these services with an all-encompassing
high-tech  media  package  -  the  XRAYMEDIA  Media  SuperPortal.

THE  XRAYMEDIA  MISSION

XRAYMEDIA  is  positioned to become a premiere live online, business-to-business
web  site.

The  company  believes  that:

Currently,  significant  untapped opportunities exist in this area of eCommerce;

The  Live  Media Marketplace has the ability to replace outdated and inefficient
methods  of  selling  and  purchasing  advertising  space;

The  Media SuperPortal can replace outdated and inefficient methods of accessing
an  Advertising  Agency,  a  Public  Relations department, a Marketing firm, and
Design  Services;

There  are numerous untapped opportunities for a synergetic relationship between
online  advertising  and  conventional  traditional  advertising;

There  are opportunities to garner income from cooperative relationships between
subscribing  agencies,  agencies  offering  services through the XRAYMEDIA Media
SuperPortal,  and  XRAYMEDIA  itself.

XRAYMEDIA  has  assembled  the partners and technology to enable it to expand on
its  vision: XRAYMEDIA's mission is to provide a Media SuperPortal site to media
professionals  and  the  general  business  community.  To make all markets more
accessible  and  user-friendly  to  national  and  local  advertisers  alike, by
streamlining  and  centralizing  the  process of buying media. Sellers can avail

                                        9
<PAGE>

themselves  of  a  broader,  more global marketplace. XRAYMEDIA has launched its
Live  Media  Marketplace in its Media Services section of the Media SuperPortal.
XRAYMEDIA's  Live  Media  Marketplace  offers  buyers  and  sellers of media the
opportunity  to  negotiate  and  secure  the  optimum market price for any given
inventory.  The system provides private, one-on-one and one-to-many negotiations
while  dynamically loading and matching inventory changes and instantly updating
new  opportunities,  all  without  compromising the seller's proprietary pricing
information  or  identity  if  they  so choose. All media trading activity takes
place  in  real-time  on  the user's own private 'Media Trading Floor,' which is
comprised  of  the  user's  own  private  media  orders,  media matches, viewing
options, information sources and private exchange. It provides the most powerful
and  cost effective means for offering, tracking and negotiating media inventory
for  sale.

We  have a common goal of bringing new efficiencies to the marketplace. By doing
so, we can increase agency billings and profitability, create better results for
advertisers,  and  generate  additional  revenue  for  all  media.



THE  INDUSTRY

The  Internet  is  changing  historically  staid  industries by enabling them to
operate  with unprecedented efficiency. Previously fragmented enterprises - from
paper  to  chemicals  - are establishing centralized marketplaces online. As the
technology  underlying  eCommerce  solutions improves, the level of trust in the
security  of  online commerce systems increases. The impact of this trend cannot
be  overstated:  both  individuals  and  businesses are beginning to exploit the
convenience  and  immediacy  of  online  eCommerce  options. Just as commerce is
central  to  real-world  business  practices,  eCommerce is the core of Internet
purchasing. Online marketplaces provide business solutions: they are instant and
global forums for trade. The online auction is an increasingly popular venue for
both  businesses  and  individuals.

The  immense  size  of  the  advertising industry is no secret. Advertising as a
whole  -  and more specifically online advertising - is a particularly lucrative
business.  Even within the subgroup of business-to-business sites, the potential
for  growth  is  indefinite.  Analysts estimate that based on its current growth
rate,  the  business-to-business  market  will  grow  to  $3  billion  by  2005,
representing  18%  of  online  advertising  spending on mainstream online media.

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Internet  auctions  -  defined  as  an exchange of products or inventory through
online communication channels and computer applications for a specific community
of  practice  - represent a particularly timely and exciting growth opportunity.
According  to  Jupiter Communications, online business-to-consumer auctions will
move  $3.2  billion  worth  of  merchandise annually by 2002; this figure can be
added  to  further sales conducted person-to-person. A survey conducted by Price
Waterhouse  Coopers  found  that  online advertising revenues surpassed the $1.0
billion  mark  for  the  first  time  in the third quarter of 1999, and a recent
survey  on  online  spending  indicates  that online auctions accounted for $644
million  in  the  first  quarter  of  2000  (Harris  Interactive).

THE  MARKET

Industry  information  indicates a rare opportunity in the combination of online
resources  and media requirements. In fact, total industry spending grew 8.1% to
$524.7  billion in 1999 and is forecast to rise at a compound annual growth rate
(CAGR) of 7.8% throughout the forecast period 1999-2004, reaching $745.8 billion
in 2004. In addition, as models for purchasing conventional, offline advertising
migrate to the web, there are similar significant opportunities to tap into that
area  of  growth.

XRAYMEDIA.COM's  Media SuperPortal also represents a significant opportunity for
cross  selling.  By  offering  a  comprehensive  collection  of  services  that
encapsulates  the  full  set of on- and off-line media needs, the SuperPortal is
positioned  to exploit the industry requirement for a knowledgeable mixed medium
approach.

According to INPUT, eCommerce is projected to rise from $46.8 billion in 1999 to
$4  trillion  in  2004, representing a 5,660% increase. Online auction revenue -
the  primary  revenue  of  eBay.com  -  was  $9.1  billion in 1998, representing
approximately  12%  of  total  eCommerce  revenue.  Assuming  the  growth  rates
projected,  the  online  auction industry is poised to grow to $151.8 billion in
2002.  Below are some very favorable remarks by reputable and reliable media and
research firms, concerning the demand, potential, and future for online Internet
auction  companies.

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By  the  end  of  2004,  there  will be over 48 million US households paying for
access to a multimedia broadband service. This is a penetration rate of 42.7% of
all  US  households,  rivaling  that  of personal computers and cellular phones.
Worldwide,  multimedia  broadband  services  will generate nearly $40 billion in
annual  revenues  in  2004.  With affiliates in Europe, XRAYMEDIA is prepared to
accept  the  challenges  of  servicing  a  global  community.

XRAYMEDIA'S  COMPETITIVE  ADVANTAGE

XRAYMEDIA  aims  to  transform  the  advertising industry through its Live Media
Trading Center. As the only first, second, and third party aggregator of general
media  services,  XRAYMEDIA  will  bring  the  power  of  the  Internet  to  the
advertising industry as a whole, enabling large and small companies, advertising
agencies,  and general media buyers to engage in the total media process online.
While  there  is  an  uneven  presence  of  Internet  auction  sites, there is a
startling  lag  in  the  development  of  online  media  marketplaces offering a
business-to-business  eCommerce service for buying and selling premium ad space.
XRAYMEDIA  as  a  traditional  ad  agency  that  has  successfully  launched its
revolutionary  media trading technology dubbed "The Live Media Marketplace v2.0"
offering  buyers  and  sellers of media and advertising space the opportunity to
negotiate  and  secure  the  optimum  market  price for any given inventory. The
system  provides  private,  one-on-one  and  one-to-many  negotiations  while
dynamically  loading  and  matching inventory changes and instantly updating new
opportunities,  all  without  compromising  the  seller's  proprietary  pricing
information  or  identity  if  they  so choose. All media trading activity takes
place in real-time on the user's own private 'Media Trading Floor,' comprised of
the user's own private media orders, media matches, viewing options, information
sources  and  private exchange. It provides the most powerful and cost effective
means  for  offering,  tracking  and  negotiating  media  inventory  for  sale.
The  XRAYMEDIA  Financial Services Division Designed to boost advertising buying
power  and  provide  the  general business community with another opportunity to
communicate  their story on a much larger scale, giving access to larger markets
and higher exposure programs. For Advertising Sellers it puts the financing risk
where  it  should  be, while providing immediate payment for sustained cash-flow
for  Advertising  Agencies,  Media  Rep  firms, Media buying firms, TV Networks,
Radio  Stations, Print mediums and Online entities who wish to provide financing
opportunities  for  their  clients' Advertising purchases. The credit facilities
will  initially  target  the  North  American markets for advertising buyers and
sellers, providing businesses with pre-negotiated financing terms based on their
credit  history  for  purchasing  all  forms  of  advertising. Initial financing
arrangements  are  targeted  towards advertising campaign buys at $50,000.00 and
higher  for  maximum  market penetration; smaller purchases are being negotiated
under  separate financing arrangements. Advertising buyers can pay for purchases
with  terms  of  up to thirty-six months while media suppliers receive immediate
payment.  Credit  approval  process  requires completion of a financing approval
form  with  submission  of  the most recent year-end financial statement, credit
decisions  are  generally  made  within  24  -  72 hours after the documents are
received.  A  virtually  unheard  of  service  in  the  industry!

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The  energetic reaction to these services by businesses indicates an unsatisfied
industry  requirement. Other sites have tried to break into the marketplace, and
have  not  been  able  to sustain themselves; these sites have not encompassed a
complete  circle  of  services.  XRAYMEDIA  is breaking an out-dated standard by
realizing  the  potential  of the Internet: the Internet makes an instantaneous,
global,  and  full-service  site  not  only  possible,  but  also  inevitable.

THE  XRAYMEDIA  MEDIA  SUPERPORTAL

Our  first  milestone - completed in its test phase on October 24, 2000 - was to
create  an  online  media  marketplace: XRAYMEDIA's Media SuperPortal. The Media
SuperPortal is divided into three distinct sub portals (Corporate Culture, Media
Services,  and  Community  Resources).  Each sub portal is designed to deliver a
specific  objective  in  making  the  practice  of  buying  and  selling media a
convenient and cohesive process. As we grow, both as a site and as a company, we
will  expand  to  include  a  full  set  of  services  and  tools  for the media
professional.

The  XRAYMEDIA  Media  SuperPortal  branches  out  into  three  sub  portals:

Corporate  Culture

The  Corporate  Culture sub portal is designed to act as a resource for visitors
to  learn  more about the media industry, and about XRAYMEDIA. Corporate Culture
presents clients with an Executive Summary of XRAYMEDIA, company Press Releases,
Industry intelligence, Investor information, a call for Business Partners, and -
on  our  Careers  page  -  employment  information.

Media  Services

Our Media Services sub portal features XRAYMEDIA's Live Media Trading Center and
service-oriented  functions:  Advertising  Agency, Public Relations, Traditional
Services,  and  Online  Ventures.
XRAYMEDIA's  Advertising  Agency  page  gives  clients access to a full range of
services, including Placement, Design, and Strategic marketing. At the bottom of
each  page  is  a  link  to  a  Request  for  Proposal (RFP), and to contact us.
XRAYMEDIA  offers  a  wide  range  of Public Relations services. Our Planned PR,
Consulting, Media Relations, and Design Services cover all the bases for putting
together  an  effective public relations campaign. Clients are invited to submit
an  RFP,  or  to contact XRAYMEDIA directly to take advantage of these services.
A major component of this site is the Live Media Marketplace v2.0 located in our
Media  Services  sub  portal.  The Live Media Trading Center is designed to make
Television,  Radio,  Print,  Out-of-Home,  Specialty,  and  Online  media  more

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accessible  and user-friendly for local, national, and multi-market advertisers.
Sellers  use  the center to list their available media products in an easy media
order  format.  Once  the media order has approved, buyers from around the world
can  visit  place  media  buy  orders  and  negotiate  on desired matched orders
individually  or  all  at once. The system automatically notifies the buyers and
sellers  of  all  major  actions  such  as  new media order approvals, new media
matches,  new  offers  and closed deals by email. Next, the buyer pays for their
purchase, and provides the seller with the necessary advertising documents to be
displayed  or aired. XRAYMEDIA provides secure payment technology and a verified
credit line, so the buyers' credit can be verified before bidding. As well, both
buyers  and  sellers  are bound by a contract to honor their purchases. The Live
Media  Trading  format  provides  a  quick  and convenient marketplace for media
buyers  and  sellers,  expanding  the  market  from local or national to global.
The Traditional Services page of the Media Commerce sub portal contains links to
our  Rate  Card,  Request  For  Proposal  (RFP),  and the traditional methods of
carrying  out  Advertising  Agency  and Public Relations services. The XRAYMEDIA
Rate  Card  contains  a  database  of  Television,  Radio,  Print,  Out-of-Home,
Specialty,  and  Online  media  for  sale.  Our Request for Proposal page offers
visitors  a  confidential  electronic  RFP.
In  the Online Ventures section of the SuperPortal, visitors will find Wireless,
Banner Network, eMarketing, and Branding Strategies. There are also links to the
Design  Services  section. Here, clients can submit an RFP for any services they
wish  to  use.

Community  Resources

The  third  sub  portal  on  XRAYMEDIA's  Media  SuperPortal  is  the  Community
Resources. This area is designed to help facilitate quick and easy solutions for
media  professionals  faced  with  the  challenges of an ever-changing industry.
Think of our Resource Center as your research department. Here, subscribers have
instant access to our Library, featuring useful articles on media-related topics
ranging  from  marketing  tips  to  writing  effectively. For further reference,
XRAYMEDIA  has  assembled  a  Glossary  of  media-related terms and definitions.
Subscribers can keep on top of timely issues by tracking industry changes on our
web  page,  and  by  subscribing to our weekly newsletter. In the coming months,
XRAYMEDIA  will be adding further features to this sub portal, including members
Chat,  Video Teleconferencing services, Virtual Office tools, and free web-based
Email.

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The XRAYMEDIA Media SuperPortal will use the most current technology and servers
for posting real time information on availability and pricing. The site will not
only post standard Rate Card information, it will also serve as an interface for
checking  inventory  availability  and pricing. The Live Media Media Marketplace
operates as a real-time Live Media Trading center that is many steps ahead of an
interactive  web  version  of  a  media  buying  service:  An  entire  range  of
advertising  buyers and sellers will meet at the XRAYMEDIA site to negotiate and
make their purchases and sales. Using the XRAYMEDIA Live Media Marketplace v2.0,
media professionals can accomplish in minutes what used to take hours. The other
services  available  on  the  Media  SuperPortal  -  Advertising  Agency, Public
Relations,  Traditional Services including Design, and Online Ventures including
eMarketing  - ensure that there is an alternative to traditional ways of meeting
industry  needs.  For  example,  the availability of Design and Public Relations
services  on  the  Media  SuperPortal gives media professionals a choice between
virtual  and  real-world options. Clients can choose to use the SuperPortal as a
one-stop  resource  for  all  their  media  needs.

THE  XRAYMEDIA  OPPORTUNITY
XRAYMEDIA  streamlines  the  existing  process  of buying and selling media, and
allows  media  professionals  and  the  general  business community to use a new
method  for  transactions,  such  as Our Live Media Marketplace v2.0. This means
that  buyers  and sellers are eager to use our services, and that the company is
more  likely  to  secure  a  significant  long-term  revenue  stream.
XRAYMEDIA  will be the first and only Internet site that integrates a network of
best-of-breed  media  products with useful information, and services tailored to
their  needs  in  a  single  facility. The Media SuperPortal supplies buyers and
sellers with a more proficient and cost effective way to buy and sell media. Our
Live  Media  Trading  Center,  which  is  free  to media buyers, "The Live Media
Marketplace  v2.0"  offers buyers and sellers of media and advertising space the
opportunity  to  negotiate  and  secure  the  optimum market price for any given
inventory.  The system provides private, one-on-one and one-to-many negotiations
while  dynamically loading and matching inventory changes and instantly updating
new  opportunities,  all  without  compromising the seller's proprietary pricing
information  or  identity  if  they  so choose. All media trading activity takes
place in real-time on the user's own private 'Media Trading Floor,' comprised of
the user's own private media orders, media matches, viewing options, information
sources  and  private exchange. It provides the most powerful and cost effective
means  for  offering, tracking and negotiating media inventory for sale. It also
provides  an  efficient  means  of  executing  media  schedules  for advertising
agencies  and  direct  advertisers.  To  this  essential  function  for  media
professionals,  XRAYMEDIA  adds  a  vast  array of other tools and services. The
Media  SuperPortal  is  a  full-service,  convenient, and efficient resource for
media  professionals.

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<PAGE>

CURRENT  MEDIA  BUYING  PRACTICES

The  traditional means of buying media space is a slow, painstaking process that
often  involves  a cumbersome combination of printing typed documents, faxing to
individual  media,  and  phone  follow-up  calls  with  each media. In addition,
because  there  are  more  than  7,000  radio  and  TV  media  - and these media
continually  change  call  letters,  addresses,  media  formats,  and  network
affiliations  -  keeping  track  of information is a perpetual and arduous task.
General  media  buying  is a labor-intensive process of checking on availability
and  pricing, scheduling, making reservations, and getting confirmations. In the
case of a multi-outlet campaign, this process has to be done repeatedly. Even if
some or all of the buying is done through a media service, it still requires the
time-consuming  process  of  calling  a  representative  and  waiting  for  a
confirmation  on pricing and availability. Further, booking advertising space or
time  will  generally  take  several  phone  calls  and  multiple  faxes.

Despite  the  convenience  of  using  an  online  connection  to undertake these
business  transactions,  media  buying  services  have  not  yet  migrated to an
eCommerce  mode.  Even  when  a  media-buying  service has a web site, it is not
interactive,  and  it still relies heavily on non-electronic, non real-time ways
to  transmit  information  on  availability  and  pricing.  This  simultaneously
presents  a  challenge  and an opportunity. Making the media-buying process more
efficient  represents  a  vast  market  opportunity  to  restructure  and update
communications  between  buyers  and  sellers.

Media-buying  representatives  and  proprietary software have attempted to unify
buyers  and  sellers  and  to expedite transactions, but none have leveraged the
Internet's ease, clarity, worldwide reach, constant availability, and ability to
establish  market  value.  Purchasing  premium  and general advertising space in
North  America in all media remains a complex and time-intensive process replete
with  hidden  and  potentially  unnecessary  costs.

Media-buyers  and  executives  alike are eager to migrate to web technology, but
the  threshold for entry is high. It involves creating direct relationships with
media  across  the  board, the possible merger or acquisition of a non web-based
media-buying  service,  and  a  technology  engine  advanced  enough  to drive a
real-time,  continuously  updating  media database. Until now, there has been no
such  provider.  XRAYMEDIA  will  meet  these  specifications.

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<PAGE>

ADVANTAGE  FOR  MEDIA  BUYERS

With  XRAYMEDIA,  media-buyers  communicate with media-sellers via the Internet.
Media  orders,  avail  requests,  and  traffic  instructions  go directly to the
sellers,  saving  time  and  energy.  Using  our  SuperPortal, a media-buyer can
accomplish  in an instant what used to take hours, and can dramatically increase
both  their  exposure  and advertising revenues. XRAYMEDIA is available to media
buyers  at  no  cost.

Through  our  Live  Media  Marketplace,  buyers will be able to purchase premium
Television, Radio, Print, Out-of-Home, Specialty, and Online advertising. Unlike
web  sites  that auction only "leftover" advertising times, XRAYMEDIA is focused
on  providing first choice advertising time to media-buyers nationwide, allowing
both buyer and seller to negotiate the price. By improving on an existing method
rather  than imposing a new advertising buying practice on the industry, we will
deliver  the  fastest,  most  cost-effective  media-buying  process.

XRAYMEDIA  will  benefit  media  buyers  by  streamlining the advertising buying
process  and  facilitating  the  negotiation  procedures. This keeps advertising
rates  reasonable.  We  eliminate the need for middle-tier companies that profit
from  mediating  between buyer and seller. XRAYMEDIA strongly believes, however,
that  the  huge  market for broadcast advertising leaves ample room for our firm
and  rep  firms  to  coexist.

ADVANTAGE  FOR  MEDIA  SELLERS

On the XRAYMEDIA Media SuperPortal, advertising availability will be checked and
confirmed,  and  space  will be purchased and paid for up front. Upfront payment
reflects  the  entire  XRAYMEDIA business model, by collecting fees and creating
cash  flow  at  the  earliest  point  possible  in  the  transaction  cycle.

XRAYMEDIA  avoids the constraints of geographic location of sales offices. As we
are  online, advertising agencies and direct advertisers can utilize our service
worldwide.  In  addition  to  the  convenience,  Television,  Radio,  Print,
Out-of-Home,  Specialty, and Online media will pay a lower sales commission when
accepting  orders  from agencies and direct advertisers using the XRAYMEDIA Live
Media  Marketplace.  The  Live Media Marketplace facilitates private, one-on-one
and  one-to-many  negotiations  while dynamically loading and matching inventory
changes  and  instantly updating new opportunities, all without compromising the
seller's  proprietary  pricing  information  or  identity  if  they  so  choose.

                                       17
<PAGE>

THE  PROCESS

A standard web browser is all that is needed to access and use XRAYMEDIA's Media
SuperPortal. Media buyers can communicate with media sellers and XRAYMEDIA using
the  Internet  without changing their traditional process. XRAYMEDIA facilitates
these  transactions  by acting as an infomediary. Through the Media SuperPortal,
media  professionals  can  easily get the help that they need to successfully do
their  business.

The  Media  Services  sub  portal  is  home  to the interactive, client-centered
services  and  features  of  the  SuperPortal.  Here,  visitors  will  find  the
Advertising  Agency, Public Relations, Media Auctions, Traditional Services, and
Online  Ventures.

The  online Advertising Agency features all the services necessary to launch any
campaign.  These include Placement, Design, and Strategic marketing. XRAYMEDIA's
Public  Relations  page  is  the  gateway  to  a  full range of public relations
services,  including  PR planning, Consulting, Media relations, and Design. Each
of  these  sections features a direct link to an RFP (Request For Proposal), for
quick  and  intuitive  navigation.  The Media Auction will act as a cohesive and
instant  global  market in which buyers and sellers can do business. XRAYMEDIA's
user-friendly  interface,  secure  system, and facilitation all work to make the
Media  Auction  the  first  choice  for  media professionals. Within Traditional
Services,  users  will  find the pages for XRAYMEDIA's Rate Card and Request For
Proposal  (RFP).  XRAYMEDIA's Rate Card is a comprehensive database of all media
for  sale,  including  Television,  Radio,  Print,  Out-of-Home,  Specialty, and
Online.  As  well,  mechanical  data  information will provide the client with a
general  understanding  of the buying process, statistics, and reports. Included
will  be  information  regarding  pricing  structure, deadlines, and the overall
workings  of  traditional  media  services. The Online Ventures section features
information  about  Wireless,  Banner  Networks,  eMarketing,  and  Branding
Strategies.  Media  professionals can use our direct links to an RFP from any of
these  pages.

Alternately,  XRAYMEDIA's  clients  can  visit  the Request for Proposal page to
submit  a  confidential  request  to  XRAYMEDIA  Using  our RFP, buyers can send
multi-market  avail  requests  with  separate  buy parameters, all with a single
click.  Once  media  schedules  are  configured,  buyers using advanced software
systems  like SmartPlus, Strata, or COREMedia can utilize XRAYMEDIA's Electronic
Data  Interchange (EDI) technology to upload media order data to the SuperPortal
for  immediate distribution. XRAYMEDIA also provides free order builder software
with  built-in  EDI  functionality for buyers who do not currently license media
software.  Our free Order Builder program generates media schedules based on the
client,  product,  campaign,  flight  dates,  and  demographic  information.
Multi-market,  multi-media  orders  include  flexible  spot  distribution,

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<PAGE>

Cost-per-Point (CPP), and total spot and cost calculations. Once created, orders
are  uploaded through XRAYMEDIA and sent directly to the selected media. Sending
orders  from  a buyer's media software to our upload file is as easy as printing
them.  XRAYMEDIA's  advanced  Internet-to-fax  technology provides immediate and
reliable  fax  delivery  of media schedules. We ensure prompt, accurate delivery
with  detailed  information  about  all  transactions.  XRAYMEDIA  automatically
notifies media buyers via email once all media confirmations have been received.
This  technology  fuses  a  media buyer's sophisticated buying software with our
advanced  communication  system.

Members  enter  XRAYMEDIA  through  a  password-protected  interface,  which  is
uniquely  tailored  to  the  needs  of each media buyer. Our advanced system can
perform  high-volume, reliable, real-time transaction processing and can provide
timely,  accurate,  and  free  communication  delivery.  All  communications and
transactions are digitally archived. Once media schedules are configured, buyers
can  also  use  XRAYMEDIA to send orders to media. Our technology will integrate
with  the  leading  industry  media  buying and planning software, used by 1,200
advertising  agencies nationwide. Unlike other communications systems, buyers do
not  need  to  load  proprietary  software  onto  their  computers.

MEMBERSHIP

XRAYMEDIA will have the opportunity to attract the widest range of members based
on  offering  services that encompass the entire media industry. This membership
will  include  large and small companies, advertising agencies, media-buyers and
-sellers,  and  direct  advertisers.

SECURITY

Access  to  XRAYMEDIA's system is granted only to account holders whose identity
is  verified through their username and password on each login. Each application
for an account is reviewed by XRAYMEDIA to ensure that only qualified applicants
are  granted  an  account.

XRAYMEDIA  employs  an  advanced firewall to prevent unauthorized access and all
EDI  transactions  are  processed  on  secure  servers  to  ensure  confidential
information  is  protected.  All  information  is  encrypted  and  verified  by
Certificates  of  Authenticity.

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<PAGE>

CORPORATE  STRATEGY

XRAYMEDIA  intends  to  successfully  establish  the  Media  SuperPortal  as the
premiere  site  for  media  professionals and the general business community. We
will  provide fast, efficient, and reliable information, and essential resources
in  a  user-friendly  format.  Our  database  will  capture details resulting in
corporate  and  customer  profiling,  which  will  allow  buyers,  sellers,  and
advertisers  to  develop  their  businesses  in direct response to their market.

XRAYMEDIA's  graphical  interface  will  simplify  user  operations  and provide
required  services  through  the  Media  SuperPortal  by:

Enabling  merchants  to  accept  online  information,  securely;

Keeping  implementation  costs  low;

Providing  transaction  data  to  the client for clearing on XRAYMEDIA's system;

Bringing  third  party  reporting  and  billing  to  both  buyers  and  sellers.

The  opportunity to create lateral synergies with corporations and organizations
will  provide  income  streams  through sponsorships, banner advertisements, and
eCommerce  opportunities.

XRAYMEDIA  will  aggressively  seek  strategic  partnerships,  and  facilitate
advertising  opportunities  with  corporations,  online  search  portals,  and
organizations  with  revenue-enhancing  prospects.

Banner  ads,  polling  initiatives,  sponsorship  opportunities,  and  lateral
promotion  campaigns  will  produce  multiple  revenue  streams while extracting
economic  value  from  services  rendered.

XRAYMEDIA will implement business-to-business eCommerce systems such as our Live
Media  Marketplace. The availability of other services - our Advertising Agency,
Public  Relations  department,  Traditional  Services  including  Rate  Card and
Request  For  Proposal  (RFP),  Design  Services,  and Online Ventures including
eMarketing  -  makes  XRAYMEDIA's  Media SuperPortal a full-service online media
mall. The development of other resources like free web-based email and an online
chat  forum  will  enhance  the  attractiveness  of  the  site  because  of  its
convenience  for  a  variety  of  functions.

G.  Regulatory  Overview  (New  and  Existing  Regulation  of  the  Internet)

XRAYMEDIA  is  subject  to  the  same  federal,  state  and  local laws as other
companies conducting  business  on the  Internet.  Today  there  are  relatively
few  laws  specifically  directed towards online services.  However,  due to the

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<PAGE>

increasing  popularity  and  use  of  the  Internet  and  online services, it is
possible  that laws and regulations will be adopted with respect to the Internet
or  online  services.  These  laws  and  regulations  could cover issues such as
online  contracts,  user  privacy,  freedom  of  expression,  pricing,  fraud,
content  and  quality  of  products  and  services,   taxation,   advertising,
intellectual   property  rights  and  information  security.  Applicability  to
the  Internet  of  existing  laws  governing  issues such as property ownership,
copyrights  and  other intellectual  property issues, taxation, libel, obscenity
and  personal  privacy  is  uncertain.

In  addition,  numerous  states,  including  the  State  of  New York,  in which
XRAYMEDIA's  principal place of business is located,  have regulations regarding
the  manner  in  which  "auctions"  may  be  conducted  and  the  liability  of
"auctioneers" in conducting such auctions.  No legal determination has been made
with respect to the applicability  of the  State of  New York's  regulations  to
XRAYMEDIA's business to date and little  precedent  exists in this area.  One or
more  states  may  attempt  to  impose  these  regulations upon XRAYMEDIA in the
future,  which  could harm XRAYMEDIA's  business.  Several  states have proposed
legislation  that  would  limit the uses of personal user  information  gathered
online  or  require  online  services  to  establish  privacy  policies.

Changes  to  existing  laws or the passage of new laws intended to address these
issues  could  directly  affect  the way XRAYMEDIA does business or could create
uncertainty  in  the  marketplace.  This could  reduce  demand for the  services
of  XRAYMEDIA  or increase  the cost of doing business as a result of litigation
costs  or  increased service delivery costs, or could otherwise harm XRAYMEDIA's
business.  In  addition,  because XRAYMEDIA's services are accessible worldwide,
and  XRAYMEDIA  facilitates  sales  of  goods  to  users  worldwide,  foreign
jurisdictions  may  claim  that  XRAYMEDIA  is  required  to comply  with  their
laws.  In some jurisdictions, XRAYMEDIA will be required to collect  value-added
taxes  on  its  fees.

H.  Reports  to  Security  Holders

XRAYMEDIA's  annual report will contain audited financial statements.  XRAYMEDIA
is  not required  to  deliver  an  annual  report  to  security holders and will
not voluntarily  deliver  a  copy of the annual report  to the security holders.
XRAYMEDIA  intends  to, continue filing all of its required information with the
Securities  and  Exchange  Commission  ("SEC").

The  public may read and copy any materials that are filed by XRAYMEDIA with the
SEC  at  the SEC's Public Reference Room at 450 Fifth Street, N.W.,  Washington,
D.C.  20549.  The  Public  may  obtain  information  on  the  operation  of  the
Public  Reference  Room  by  calling the SEC at  1-800-SEC-0330.  The statements
and  forms  filed  by  XRAYMEDIA  with  the  SEC  have  also  been  filed
electronically  and are  available  for  viewing  or  copy on the SEC maintained
Internet site that contains  reports,  proxy  and  information  statements,  and
other  information  regarding  issuers  that  file  electronically  with  the
SEC.  The  Internet  address  for  this site can be found at http://www.sec.gov.
Additional  information  can be found  concerning XRAYMEDIA  on  the    Internet
at  http://www.XRAYMEDIA.com.

                                       21
<PAGE>

                       ITEM  2.  DESCRIPTION  OF  PROPERTY

XRAYMEDIA  has  amalgamated  its  operations  offices to one composite location;
555  West  Hastings  Street,  Suite  1560,  Vancouver  B.C. V6B 4N5, housing the
corporate  operations  and  the  servers.

..  The  new  facilities  contains  approximately  3,000  square  feet  of office
space  on  a  month-to-month  basis  for  $8,000  dollars  per month.  XRAYMEDIA
believes  that this facility is generally  suitable and adequate to  accommodate
its  current  operations  and  that  such  facility  is  adequately  insured.


                            ITEM  3.  LEGAL  PROCEEDINGS

XRAYMEDIA  is  currently  not  a  party  to  any  pending  legal  proceedings.

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

On  May  31,  2000  XRAYMEDIA  filed  for  a  Special Meeting of Shareholders of
e-bidd.com,  Inc.,  was  held to consider and vote upon a proposal to change the
name  of  the  Corporation  from  e-bidd.com, Inc. to XRAYMEDIA.com, Inc. and to
transact  such  business  as  properly  come  before  the  meeting.


                                     PART  II

ITEM  5.  MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS

XRAYMEDIA's  common  stock  is  currently  traded as a fully reporting issuer on
the  NASD  Over  The  Counter  Bulletin  Board under the symbol "XRMD" through a
Form  10-SB  approved  by  the  SEC

The  table  below  sets  forth  the  high and low sales  prices for  XRAYMEDIA's
Common  Stock  for  each  quarter  of  2000,  2001  &  2002.  T  he  quotations
Below  Reflect  inter-dealer  prices,  without retail  mark-up,  mark-down  or
commission and may  not  represent  actual  transactions:




        Quarter        High    Low          Quarter     High   Low
-----------------------------------   ----------------------------
2000     First(1)      4.25    .24     2002 First(1)    .12    .03
         Second(2)     2.75    .50          Second(2)   .10    .02
         Third(3)      1.56    .46          Third(3)    .10    .04
         Fourth(4)     1.00    .13          Fourth(4)   .06    .03



          Quarter          High       Low
-----------------------------------------
2001     First(1)          .42        .14
         Second(2)         .16        .03
         Third(3)          .19        .04
         Fourth(4)         .09         04

                                       22
<PAGE>

                                 RECORD  HOLDERS

As of March 31,  2003,  there  were  approximately  489  shareholders  of record
holding a total of 83,130,778  shares of Common Stock. The holders of the Common
Stock are  entitled  to one vote for each  share  held of record on all  matters
submitted  to a vote  of  stockholders.  Holders  of the  Common  Stock  have no
preemptive  rights and no right to  convert  their  Common  Stock into any other
securities. There are no redemption or sinking fund provisions applicable to the
Common  Stock.

                                    DIVIDENDS

XRAYMEDIA  has  not  declared  any  cash  dividends  since  inception  and  does
not  anticipate  paying  any  dividends  in  the  foreseeable  future.

The  payment of dividends is within the discretion of the Board of Directors and
will  depend on XRAYMEDIA's earnings, capital requirements, financial condition,
and other  relevant  factors.  There  are  no  restrictions that currently limit
XRAYMEDIA's  ability  to  pay  dividends  on  its  Common Stock other than those
generally  imposed  by  applicable  state  law.


        ITEM  6.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN OF OPERATION

A.   Results  of  Operations

The  numbers  used  in  this  analysis  are  those  contained in the comparative
financial  statements  that  follow.
These  reflect  the changes of previous periods to reflect the current method of
presentation.

                                      Sales

XRAYMEDIA  has  generated  minimal  net  revenues  from  2002  operations; $0.00
From 2001  operations  and  only  $44,985.00  for  2000,  the periods covered by
This Form 10-KSB

                                     Losses

Net  losses for the year ended  December  31, 2002,   increased to $1,679,917
From  $1,571,200.00  in  2001, (an   increase  of  7  %).  The  year  2001  was,
itself,  a  decrease from  $1,671,139.00  for  the  year  ended  December  31,
2000,(  a decrease of 6%).

The  increase  in  losses was attributable to a combination of several items and
increase  in  compensation  expense,  marketing  and  research  and  development
expenses.

XRAYMEDIA  expects to continue to incur losses at least through fiscal year 2003
and  there  can  be  no  assurance  that  XRAYMEDIA  will  achieve  or  maintain
profitability  from  revenues  that  may  be  generated  or  that  growth can be
sustained  in  the  future.

                                       23
<PAGE>

                                    Expenses

Selling,  general  and  administrative  expenses for the year ended December 31,
2002,  decreased  to  $1,420,350 from $1,422,818 for the year ended December 31,
2001,  (a  decrease of 0.1%) and from $1,706,542 for the year ended December 31,
2000  (a  decrease of 16.3%). The decrease in selling general and administrative
expenses  were  the  result  of the various cost savings measures implemented by
Company  management to conserve cash. Depreciation and amortization expenses for
the  years ended December 31, 2002, December 31, 2001 and December 31, 2000 were
$66,333,  $57,427  and  $28,466  respectively. Research and Development expenses
increased  to  $220,668  in 2002 from $135,080 in 2001 and $7,746 in 2000 due to
increased  spending  to fully exploit the Media Service Portal of the Live Media
Marketplace.


B.   Liquidity  and  Capital  Resources

Cash  flows  generated  by operations were a negative $29,512 for the year ended
December  31, 2002, a negative $186,634 for the year ended December 31, 2001 and
a  negative  $480,565  for  the  year  ended  December  31,  2000.


The  decrease  in  negative  cash flows for the year ended December 31, 2002 are
primarily attributable to a decrease in share costs re Sec.144 control position,
coupled  with  increased  borrowings. For the year 2001, this is attributable to
the  reduced startup expenses of XRAYMEDIA, plus the issuance of stock for debt.
Because  of  the  anticipated  expansion in our operations, 'start-up' costs are
expected  to  be  higher  in  2003
..

Cash  flows  generated  from financing activities was $30,000 for the year ended
December  31,2002,  $177,000  for 2001, and $809,995 for the year ended December
31,  2000.  XRAYMEDIA's financing activities, in 2000 primarily Consisted of the
sale  of  XRAYMEDIA's  common  stock  pursuant  to  private  placements.


XRAYMEDIA has funded its cash needs over the periods covered by this Form 10-KSB
through  the  issuance  of  its  common  stock  for  debt  and  outside
advances. XRAYMEDIA  intends to cover its cash needs over the next twelve months
in  part  through  outside  advances,  but  also through  sale  of  additional
shares  of  its  common  stock  pursuant  to  a  registration  statement  or  an
appropriate exemption  from  registration.  However,  there is no guarantee that
XRAYMEDIA will  be  able  to  raise  additional  funds  from  the  sale  of  its
securities.

On  January 18, 2000, XRAYMEDIA negotiated a private placement with two separate
investment  groups in the  amounts of  $500,000.00  and  $360,000.00  for netted
proceeds  of  $810,000.00  to be used as general  working  capital.  These total
gross proceeds  bought  4,200,000  units  at  a  price  of $.20  per  unit. Each
unit  consisted  of  one  share  ("Share")  of common stock of XRAYMEDIA and one
warrant  to purchase an  additional share of common stock at a price of $.30 for
a  period of one year from the date of issuance  ("First  Hold  Period")  and at
a  price  of $.50 for a period of one year from the end of the First Hold Period
("Second  Hold  Period").  A  portion  of  the shares were offered  to 22 non-US
residents  outside  the  United  States  in  reliance  upon  Regulation  S
promulgated  under  the  Securities  Act  of  1933  and  the  remainder  of  the
shares  offered  to  4  investors  in  the  United  States  in  reliance  upon
Regulation  D.

                                       24
<PAGE>

C.   Capital  Expenditures

XRAYMEDIA  made  no  significant  capital  expenditures on property or equipment
during  the  year  ended  December 31, 2002. During the years ended December 31,
2001  and  2000  capital  expenditures  for property or equipment purchases were
$29,583  and  $295,042,  respectively.  The major planned capital expenditure is
further  website  development. XRAYMEDIA has budgeted $50,000.00 to purchase the
additional  equipment  or  programs  needed  for  this development and XRAYMEDIA
intends to contract sometime in the near future to complete this work. XRAYMEDIA
also  plan  to  raise  operating funds by a mixture of debt and stock to provide
monies  needed  for  their  new  project.


A year ago, XRAYMEDIA's website had passed its test stage and became operational
to  handle  the  'real-time'  interactive  business  then  expected.  The newest
developments  have  resulted  in  numerous new modifications and will need other
changes  as  we  explore  the  different  pathways.


XRAYMEDIA's  estimated  cash  requirements  will  be  are approximately $675,000
annually.  The  majority  of  our  cash  requirements will be used for personnel
costs, professional fees and further website development and should be offset to
some  extent  from  revenue  cash  flow.



D.   Income  Tax  Expense  (Benefit)

XRAYMEDIA  has  net  operating  loss  carry  forwards  of  approximately
$6,700,000.00  which  will  expire  from  2013 to 2022. All available losses may
not  be  utilized  unless  matching  profits  are  earned.


E.   Impact  of  Inflation

XRAYMEDIA  believes  that  inflation  has had a negligible  effect on operations
over  the  past  three years. XRAYMEDIA believes that it can offset inflationary
increases  in the cost of materials and labor by increasing  sales and improving
operating  efficiencies.

F.   Critical accounting policies

Our discussion and analysis of our financial condition and results of operations
are  based upon our financial statements, which have been prepared in accordance
with  accounting  principles  generally  accepted  in  the  United  States.  The
preparation  of  these  financial  statements  requires us to make estimates and
judgments  that affect the reported amounts of assets, liabilities, revenues and
expenses.  In  consultation  with  our  Board  of  Directors, we have identified
accounting policies that we believe are key to an understanding of our financial
statements.  These  are  important accounting policies that require management's
most  difficult,  subjective  judgments.  The  first  critical accounting policy
relates  to  revenue  recognition.  We recognize revenue from product sales upon
delivery  of  the  media  to the customer. The second critical accounting policy
relates  to  research  and  development  expenses.  We  expense all research and
development  expenses as incurred. Costs incurred to establish the technological
feasibility of our web site is expensed as incurred and included in Research and
Development  expenses. There are no production costs to capitalize as defined in
Statement  on  Financial  Accounting  Standards  No.  86.




G..   Going  Concern

XRAYMEDIA  has  had  only  minor  sales  and  suffered  recurring  losses  from
operations  that  raises  substantial  doubt about its  ability to  continue  as
a  going  concern. Management  plans in  regards  to theses  matters  is to grow
through  business  combinations  rather  then  to  seek  immediate,  short-term
earnings.  However,  in  order  to  support  existing  operations  and  to  fund
proposed  acquisitions, additional bank, private and/or equity financing must be
obtained. Additionally, XRAYMEDIA  plans  to  increase  its  sales  through  its
website,  www.xraymedia.com.

Additionally,  due  to  the website launch delays and unexpected expenditures on
internal  development of  replacement  auction  software  it  was  necessary for
management  to  arrange  advances  to  XRAYMEDIA.


                                       25
<PAGE>

                                  XRAYMEDIA.COM
                       (A COMPANY IN THE DEVELOPMENT STAGE)

                     REPORT ON AUDIT OF FINANCIAL STATEMENTS

                     YEARS ENDED DECEMBER 31, 2002 AND 2001
                         AND PERIOD ENDED MARCH 1, 1994
                      (INCEPTION OF THE DEVELOPMENT STAGE)
                              TO DECEMBER 31, 2002

                                       26
<PAGE>

                                    CONTENTS              PAGE


Independent  Auditors'  Report

FINANCIAL  STATEMENTS

     Balance  Sheets

     Statements  of  Operations  and  Accumulated  Deficit

     Statements  of  Stockholders'  Equity

     Statements  of  Cash  Flows

Notes  to  Financial  Statements

                                       27
<PAGE>

                          INDEPENDENT AUDITORS' REPORT


April  1,  2003

Board  of  Directors
XRAYMEDIA.Com,  Inc.
(A  Company  in  the  Development  Stage)
Vancouver,  B.C.,  Canada

We  have  audited  the  accompanying  balance  sheets  of Xraymedia.Com, Inc. (A
Company  in  the  Development Stage) (Company), as of December 31, 2002 and 2001
and  the related statements of operations and accumulated deficit, stockholders'
equity  and of cash flows for the years ended December 31, 2002, 2001, and 2000.
These  financial  statements are the responsibility of the Company's management.
Our  responsibility is to express an opinion on these financial statements based
on  our  audit.


We conducted our audits in accordance with auditing standards generally accepted
in  the  United  States  of  America.  Those  standards require that we plan and
perform  the  audit  to  obtain reasonable assurance about whether the financial
statements  are free of material misstatement. An audit includes examining, on a
test  basis,  evidence  supporting  the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made  by  management,  as well as evaluating the overall
financial  statement  presentation.  We  believe  that  our  audits  provide  a
reasonable  basis  for  our  opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all  material respects, the financial position of Xraymedia.Com, Inc. (A Company
in  the  Development Stage) referred to above, and the results of its operations
and  cash  flows  for the period March 1, 1994 (Date of Inception of Development
Stage)  to December 31, 2002, in conformity with accounting principles generally
accepted  in  the  United  States  of  America.


                                       28
<PAGE>

Board  of  Directors
XRAYMEDIA.Com,  Inc.
(A  Company  in  the  Development  Stage)
Vancouver,  B.C.,  Canada
Page  Two


The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as a going concern.  However, the Company has had minor
sales and suffered recurring losses from operations that raise substantial doubt
about its ability to continue as a going concern. Management plans in regards to
these  matters  are  also  described in Note I.  The financial statements do not
include  any  adjustments that might result from the outcome of this uncertainty


                                                      Bedinger  &  Company

                                                 Certified  Public  Accountants
                                                 Walnut  Creek,  California

                                       29
<PAGE>

XRAYMEDIA.COM,  INC.
(A  COMPANY  IN  THE  DEVELOPMENT  STAGE)
BALANCE  SHEETS
DECEMBER  31,  2002  AND  2001
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>

ASSETS                                                              December 31
                                                               2002           2001
                                                           -------------  ------------
<S>                                                        <C>            <C>
CURRENT ASSETS
---------------------------------------------------------
Cash. . . . . . . . . . . . . . . . . . . . . . . . . . .  $        466   $     2,535
Accounts receivable . . . . . . . . . . . . . . . . . . .             -           943
Prepaid expenses. . . . . . . . . . . . . . . . . . . . .             -         3,793
                                                           -------------  ------------

TOTAL CURRENT ASSETS. . . . . . . . . . . . . . . . . . .           466         7,271
                                                           -------------  ------------

FIXED ASSETS
---------------------------------------------------------
Furniture and equipment (Note B)
Cost. . . . . . . . . . . . . . . . . . . . . . . . . . .       289,611       289,611
Accumulated amortization. . . . . . . . . . . . . . . . .      (143,893)      (85,893)
                                                           -------------  ------------
Net . . . . . . . . . . . . . . . . . . . . . . . . . . .       145,718       203,718

Software License (Note B)
Cost. . . . . . . . . . . . . . . . . . . . . . . . . . .        25,000        25,000
Accumulated amortization. . . . . . . . . . . . . . . . .      (  8,333)            0
                                                           -------------  ------------
Net . . . . . . . . . . . . . . . . . . . . . . . . . . .        16,667        25,000

                                                           -------------  ------------


                                                                162,385       228,718
                                                           -------------  ------------

OTHER ASSETS
---------------------------------------------------------
Security deposit. . . . . . . . . . . . . . . . . . . . .        12,941        10,384
                                                           -------------  ------------

TOTAL ASSETS. . . . . . . . . . . . . . . . . . . . . . .  $    175,792   $   246,373
                                                           =============  ============


CURRENT LIABILITIES
---------------------------------------------------------

Accrued expenses (Note C) . . . . . . . . . . . . . . . .  $    640,114   $   286,734
Accrued wages payable (Note C). . . . . . . . . . . . . .       169,850        85,850
Advances. . . . . . . . . . . . . . . . . . . . . . . . .        26,565             0
Advance from related party (Note D) . . . . . . . . . . .       680,540       456,149
                                                           -------------  ------------

TOTAL CURRENT LIABILITIES . . . . . . . . . . . . . . . .     1,517,069       828,733
                                                           -------------  ------------


TOTAL LIABILITIES . . . . . . . . . . . . . . . . . . . .     1,517,069       828,733
                                                           -------------  ------------

STOCKHOLDERS' EQUITY <DEFICIT>(Note F)
---------------------------------------------------------
Common Stock, par value $.001; 100,000,000
shares authorized; issued and outstanding 83,130,778 and.        83,131        66,281
 66,280,778 at December 31, 2002 and 2001, respectively.
Additional paid in capital. . . . . . . . . . . . . . . .     6,021,905     5,117,755
Deficit at inception date . . . . . . . . . . . . . . . .      (746,875)     (746,875)
Accumulated deficit during the development stage. . . . .    (6,669,343)   (4,989,426)
Common stock note receivable. . . . . . . . . . . . . . .       (30,095)      (30,095)
                                                           -------------  ------------

TOTAL STOCKHOLDERS' EQUITY <DEFICIT>. . . . . . . . . . .    (1,341,277)     (582,360)
                                                           -------------  ------------

TOTAL LIABILITIES AND
  STOCKHOLDERS' EQUITY <DEFICIT>. . . . . . . . . . . . .  $    175,792   $   246,373
                                                           =============  ============
</TABLE>

                                       30
<PAGE>

<TABLE>
<CAPTION>

XRAYMEDIA.COM,  INC.
(A  COMPANY  IN  THE  DEVELOPMENT  STAGE)
STATEMENTS  OF  OPERATIONS  AND  ACCUMULATED  DEFICIT
YEAR  ENDED  DECEMBER  31,  2002,  2001  AND  2000
THE  PERIOD  MARCH  1,  1994  (INCEPTION  OF  THE  DEVELOPMENT  STAGE)  TO  DECEMBER  31,  2002
-----------------------------------------------------------------------------------------------

                                                                                         March 1, 1994
                                                                                         (inception of
                                                  Year Ended December 31,            development stage) to
                                                                            2000       December 31,2002
                                          2002              2001        (as restated)    (as restated)
----------------------------------------------------------------------------------------------------------
<S>                             <C>                        <C>                      <C>             <C>
REVENUE. . . . . . . . . . . .  $            431   $             -   $      44,985   $      45,416


COSTS AND EXPENSES
------------------------------
Personnel Costs. . . . . . . .            84,000            92,838          58,861         604,871
Compensation expense . . . . .           801,000           712,300         656,700       2,170,000
Occupancy costs. . . . . . . .            72,559            61,024          74,187         287,621
Professional fees. . . . . . .           167,919           239,189         318,058       1,017,344
Computer costs . . . . . . . .                 -                 -          70,626          94,840
Marketing. . . . . . . . . . .            29,692            19,284          50,975         109,202
Travel . . . . . . . . . . . .            33,971            37,297          93,665         211,485
Consulting . . . . . . . . . .            75,250            78,337         117,167         343,314
Bank charges . . . . . . . . .               781               810             810           7,116
Office supplies. . . . . . . .            49,732            57,713          98,922         213,488
Communication. . . . . . . . .            24,745            22,012          18,088         128,973
Insurance. . . . . . . . . . .                 -             6,984          48,347          77,089
Miscellaneous. . . . . . . . .             2,082             4,541           7,946          24,168
Transfer fees. . . . . . . . .             2,539             2,834           3,161          16,284
Depreciation and amortization.            66,333            57,427          28,466         171,437
Bad  debt expense. . . . . . .               943                 -               -           6,343
Research and Development. . .            220,668           135,080           7,746         434,840
Investor relations . . . . . .             8,804            30,228          60,563          99,595
                                -------------------------------------------------------------------
TOTAL EXPENSES . . . . . . . .         1,641,018         1,557,898       1,714,288       6,018,010
                                -------------------------------------------------------------------
OTHER INCOME<LOSS>
Dissolution of Corp Reports . .                -                 -               -        (503,507)
Other (Note H) . . . . . . . .                 -                 -               -        (138,774)
                                ------------------------------------------------------------------
    (642,281)
      ------------------------------------------------------------------

OTHER EXPENSES
Interest and penalties     . .            22,809                -               -           22,809
Other interest . . . . . . . .            16,521            13,302           1,836          31,659
                                ------------------------------------------------------------------
                                          39,330     -      13,302           1,836          54,468
                                ------------------------------------------------------------------
                                               -                 -               -

NET LOSS . . . . . . . . . . .  $     (1,679,917)  $    (1,571,200)  $  (1,671,139)  $  (6,669,343)
                                ==================================================================

BASIC AND DILUTED
LOSS PER SHARE (NOTE A). . . .  $          (0.02)  $         (0.04)  $       (0.06)
                                ===================================================


WEIGHTED AVERAGE NUMBER OF
  COMMON SHARES OUTSTANDING. .        81,689,111        44,497,445      27,714,945
                                ===================================================
</TABLE>

                                       31
<PAGE>

<TABLE>
<CAPTION>

XRAYMEDIA.COM,  INC.
(A  COMPANY  IN  THE  DEVELOPMENT  STAGE)
STATEMENTS  OF  STOCKHOLDERS'  EQUITY
THE  PERIOD  MARCH  1,  1994  (INCEPTION  OF  THE  DEVELOPMENT  STAGE)  TO  DECEMBER  31,  2002
-----------------------------------------------------------------------------------------------

                                                                                                         Existing  deficit
                                                                  Common Stock              Additional     at inception
                                                            Number of                         Paid-in      of development
                                                              Shares           Amount         Capital           stage
                                                        ------------------  ------------  ----------------  -------------
<S>                                                     <C>                 <C>           <C>               <C>
BEGINNING BALANCE
at inception of development, March 1, 1994 . . . . . .                 201  $          -  $       746,875   $   (746,875)
Shares issued. . . . . . . . . . . . . . . . . . . . .                 720             1            1,799              -
Net loss for year ending 12/31/94. . . . . . . . . . .                   -             -                -              -
-------------------------------------------------------------------------------------------------------------------------
BALANCES
December 31, 1994. . . . . . . . . . . . . . . . . . .                 921             1          748,674       (746,875)
Shares issued
Net loss for year ending 12/31/95. . . . . . . . . . .                   -             -                -              -
-------------------------------------------------------------------------------------------------------------------------
BALANCES
December 31, 1995. . . . . . . . . . . . . . . . . . .                 921             1          748,674       (746,875)
Shares issued. . . . . . . . . . . . . . . . . . . . .                  90             -           28,500              -
Net loss for year ending 12/31/96. . . . . . . . . . .                   -             -                -              -
-------------------------------------------------------------------------------------------------------------------------
BALANCES
December 31, 1996. . . . . . . . . . . . . . . . . . .               1,011             1          777,174       (746,875)
Shares issued. . . . . . . . . . . . . . . . . . . . .              14,492            15          258,536              -
Net loss for year ending 12/31/97. . . . . . . . . . .                   -             -                -              -
-------------------------------------------------------------------------------------------------------------------------
BALANCES
December 31, 1997. . . . . . . . . . . . . . . . . . .              15,503            16        1,035,710       (746,875)
Shares issued. . . . . . . . . . . . . . . . . . . . .              15,275            15        1,237,445              -
Net loss for year ending 12/31/98. . . . . . . . . . .                   -             -                -              -
-------------------------------------------------------------------------------------------------------------------------
BALANCES
December 31, 1998. . . . . . . . . . . . . . . . . . .              30,778            31        2,273,155       (746,875)
Shares issued
Shares issued for cash . . . . . . . . . . . . . . . .           6,590,000         6,590          207,010              -
Net loss for year ending 12/31/99. . . . . . . . . . .                   -             -                -              -
-------------------------------------------------------------------------------------------------------------------------
BALANCES
December 31, 1999. . . . . . . . . . . . . . . . . . .           6,620,778         6,621        2,480,165       (746,875)
Shares issued
Shares issued in exchange for extended business model.          20,000,000        20,000          (20,000)             0
Shares issued in exchange for services . . . . . . . .             210,000           210           71,790              0
Shares issued for note . . . . . . . . . . . . . . . .             150,000           150           29,850              0
Shares issued for cash . . . . . . . . . . . . . . . .           4,050,000         4,050          805,950              0
Shares issued under stock performance plan . . . . . .           3,300,000         3,300          656,700              0
Net loss for year ending 12/31/00. . . . . . . . . . .                   0             0                0              0
-------------------------------------------------------------------------------------------------------------------------
BALANCES
December 31, 2000 (as restated). . . . . . . . . . . .          34,330,778        34,331        4,024,455       (746,875)

Shares issued
Shares issued for services . . . . . . . . . . . . . .           5,100,000         5,100          209,900              0
Shares issued for debt . . . . . . . . . . . . . . . .           5,900,000         5,900          171,100              0
Shares issued under section 144 - control position . .          15,000,000        15,000          510,000              0
Shares issued under stock performance plan . . . . . .           5,950,000         5,950          202,300              0
Net loss for year ending 12/31/01. . . . . . . . . . .                   0             0                0              0
-------------------------------------------------------------------------------------------------------------------------
BALANCES
December 31, 2001. . . . . . . . . . . . . . . . . . .          66,280,778        66,281        5,117,755       (746,875)

Shares issued
Shares issued for services . . . . . . . . . . . . . .           3,000,000         3,000           87,000              0
Shares issued for debt . . . . . . . . . . . . . . . .           1,000,000         1,000           29,000              0
Shares issued under section 144 - control position . .           7,500,000         7,500          517,500              0
Shares issued under stock performance plan . . . . . .           5,350,000         5,350          270,650              0
Net loss for year ending 12/31/02. . . . . . . . . . .                   0             0                0              0
-------------------------------------------------------------------------------------------------------------------------
BALANCES
December 31, 2002. . . . . . . . . . . . . . . . . . .          83,130,778        83,131        6,021,905       (746,875)

The Company also had other non-cash
investing and financing activities:
  Years Ended December 31
------------------------------------------------------
                                                                                                 2000
                                                                      2002          2001     (as restated)
                                                        ------------------  ------------  ----------------

Shares issued for services . . . . . . . . . . . . . .  $           90,000  $    215,000  $             0
Conversion of debt to common stock . . . . . . . . . .              30,000       177,000                0
Shares issued under section 144 - control position . .             525,000       525,000                0
Shares issued for stock performance plan . . . . . . .             276,000       208,250          660,000
Shares issued in exchange for services . . . . . . . .                                 0           72,000
                                                             ------------- ------------------  ------------

                                                        $          921,000  $  1,125,250  $       732,000
                                                        -----------------  ------------  -----------------
                                                        ------------------  ------------  ----------------
</TABLE>

                                       32
<PAGE>

<TABLE>
<CAPTION>

XRAYMEDIA.COM,  INC.
(A  COMPANY  IN  THE  DEVELOPMENT  STAGE)
STATEMENTS  OF  STOCKHOLDERS'  EQUITY (continued)
THE  PERIOD  MARCH  1,  1994  (INCEPTION  OF  THE  DEVELOPMENT  STAGE)  TO  DECEMBER  31,  2002
-----------------------------------------------------------------------------------------------
                                                          Deficit
                                                         Accumulated                      Total
                                                           During                     Stockholder's
                                                         Development         Note         Equity
                                                             stage        Receivable     Deficit
                                                        ---------------  ------------  ------------
<S>                                                     <C>              <C>           <C>
BEGINNING BALANCE
at inception of development, March 1, 1994 . . . . . .  $            -   $         -   $         -
Shares issued. . . . . . . . . . . . . . . . . . . . .               -             -         1,800
Net loss for year ending 12/31/94. . . . . . . . . . .          (1,800)            -        (1,800)
---------------------------------------------------------------------------------------------------
BALANCES
December 31, 1994. . . . . . . . . . . . . . . . . . .          (1,800)            -             -
Shares issued
Net loss for year ending 12/31/95. . . . . . . . . . .               -             -             -
---------------------------------------------------------------------------------------------------
BALANCES
December 31, 1995. . . . . . . . . . . . . . . . . . .          (1,800)            -             -
Shares issued. . . . . . . . . . . . . . . . . . . . .               -             -        28,500
Net loss for year ending 12/31/96. . . . . . . . . . .         (50,165)            -       (50,165)
---------------------------------------------------------------------------------------------------
BALANCES
December 31, 1996. . . . . . . . . . . . . . . . . . .         (51,965)            -       (21,665)
Shares issued. . . . . . . . . . . . . . . . . . . . .               -             -       258,551
Net loss for year ending 12/31/97. . . . . . . . . . .        (174,022)            -      (174,022)
---------------------------------------------------------------------------------------------------
BALANCES
December 31, 1997. . . . . . . . . . . . . . . . . . .        (225,987)            -        62,864
Shares issued. . . . . . . . . . . . . . . . . . . . .               -             -     1,237,460
Net loss for year ending 12/31/98. . . . . . . . . . .      (1,315,249)            -    (1,315,249)
---------------------------------------------------------------------------------------------------
BALANCES
December 31, 1998. . . . . . . . . . . . . . . . . . .      (1,541,236)            -       (14,925)
Shares issued
Shares issued for cash . . . . . . . . . . . . . . . .               -             -       213,600
Net loss for year ending 12/31/99. . . . . . . . . . .        (205,851)            -      (205,851)
---------------------------------------------------------------------------------------------------
BALANCES
December 31, 1999. . . . . . . . . . . . . . . . . . .      (1,747,087)            -        (7,176)
Shares issued
Shares issued in exchange for extended business model.               0             0             -
Shares issued in exchange for services . . . . . . . .               0             0        72,000
Shares issued for note . . . . . . . . . . . . . . . .               0       (30,095)          (95)
Shares issued for cash . . . . . . . . . . . . . . . .               0             0       810,000
Shares issued under stock performance plan . . . . . .               0             0       660,000
Net loss for year ending 12/31/00. . . . . . . . . . .      (1,671,139)            0    (1,671,139)
---------------------------------------------------------------------------------------------------
BALANCES
December 31, 2000 (as restated). . . . . . . . . . . .      (3,418,226)      (30,095)     (136,410)

Shares issued
Shares issued for services . . . . . . . . . . . . . .               0             0       215,000
Shares issued for debt . . . . . . . . . . . . . . . .               0             0       177,000
Shares issued under section 144 - control position . .               0             0       525,000
Shares issued under stock performance plan . . . . . .               0             0       208,250
Net loss for year ending 12/31/01. . . . . . . . . . .      (1,571,200)            0    (1,571,200)
---------------------------------------------------------------------------------------------------
BALANCES
December 31, 2001. . . . . . . . . . . . . . . . . . .      (4,989,426)      (30,095)     (582,360)

Shares issued
Shares issued for services . . . . . . . . . . . . . .               0             0        90,000
Shares issued for debt . . . . . . . . . . . . . . . .               0             0        30,000
Shares issued under section 144 - control position . .               0             0       525,000
Shares issued under stock performance plan . . . . . .               0             0       276,000
Net loss for year ending 12/31/02. . . . . . . . . . .      (1,679,917)            0    (1,679,917)
---------------------------------------------------------------------------------------------------
BALANCES
December 31, 2002. . . . . . . . . . . . . . . . . . .      (6,669,343)      (30,095)   (1,341,277)

The Company also had other non-cash
investing and financing activities:
  Years Ended December 31
------------------------------------------------------
</TABLE>

                                       33
<PAGE>

<TABLE>
<CAPTION>

XRAYMEDIA.COM,  INC.
(A  COMPANY  IN  THE  DEVELOPMENT  STAGE)
STATEMENTS  OF  CASH  FLOWS
YEAR  ENDED  DECEMBER  31,  2002,  2001  AND  2000
THE  PERIOD  MARCH  1,  1994  (INCEPTION  OF  THE  DEVELOPMENT  STAGE)  TO  DECEMBER  31,  2002
-----------------------------------------------------------------------------------------------

                                                                                                  March 1, 1994
                                                                                                   (inception of
                                                                 Year Ended December 31        development stage) to
                                                                                       2000      December 31, 2002
                                                           2002          2001      (as restated)   (as restated)
                                                       ------------  ------------  --------------  --------------
<S>                                                    <C>           <C>           <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss. . . . . . . . . . . . . . . . . . . . . . .  $(1,679,917)  $(1,571,200)  $  (1,671,139)  $  (6,669,343)
Adjustments to reconcile net loss
 to net cash used by operating activities:
Depreciation. . . . . . . . . . . . . . . . . . . . .       58,000        57,427          28,466         163,104
Amortization. . . . . . . . . . . . . . . . . . . . .        8,333             0               0           8,333
Shares issued in exchange for services
charged to Professional fees. . . . . . . . . . . . .            -             -          72,000          72,000
Shares issued for stock performance plan. . . . . . .      276,000       208,250         660,000       1,144,250
Shares issued under section 144-control position. . .      525,000       525,000               -       1,050,000
Shares issued for services. . . . . . . . . . . . . .       90,000       215,000               -         305,000
Abandonment of furniture & equipment. . . . . . . . .            -             -               -          30,809
Bad debt expense. . . . . . . . . . . . . . . . . . .          943             0               0           6,343
Write-off of goodwill . . . . . . . . . . . . . . . .            -             -               0         464,831
CHANGES IN CURRENT ASSETS AND CURRENT . . . . . . . .                                                          -
ASSETS AND CURRENT LIABILITIES: . . . . . . . . . . .                                                          -
(Increase) decrease in current assets:. . . . . . . .                                                          -
Prepaids expenses . . . . . . . . . . . . . . . . . .        3,793        (3,793)              -               -
Accounts receivable . . . . . . . . . . . . . . . . .            -         5,700          (6,643)         (6,343)
Increase (decrease) in current liabilities: . . . . .                                                          -
Accrued expenses. . . . . . . . . . . . . . . . . . .      195,033       133,472         138,262         481,767
Accrued wages payable . . . . . . . . . . . . . . . .       84,000        83,850           2,000         169,850
Advances from related parties . . . . . . . . . . . .      409,303       159,660         296,489         865,452
                                                       ------------  ------------  --------------  --------------

NET CASH  USED FOR OPERATING ACTIVITIES . . . . . . .      (29,512)     (186,634)       (480,565)     (1,913,947)
                                                       ------------  ------------  --------------  --------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of furniture and equipment. . . . . . . .            -        (4,953)       (284,658)       (339,631)
Acquisition of software . . . . . . . . . . . . . . .            -       (25,000)              -         (25,000)
(Increase) decrease in security deposit . . . . . . .       (2,557)            -         (10,384)        (12,941)
(Purchase) of  goodwill . . . . . . . . . . . . . . .            -             -               -        (464,831)
                                                       ------------  ------------  --------------  --------------

NET CASH (USED) FOR INVESTING ACTIVITIES. . . . . . .       (2,557)      (29,953)       (295,042)       (842,403)
                                                       ------------  ------------  --------------  --------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance (repayment) of notes payable . . . . . . . .       30,000       177,000               -       1,733,311
Shares issued for note. . . . . . . . . . . . . . . .            -             -             (95)            (95)
Sale of common stock. . . . . . . . . . . . . . . . .            -             -         810,000       1,023,600
                                                       ------------  ------------  --------------  --------------
NET CASH PROVIDED  BY FINANCING
 ACTIVITIES . . . . . . . . . . . . . . . . . . . . .       30,000       177,000         809,905       2,756,816
                                                       ------------  ------------  --------------  --------------

NET INCREASE (DECREASE) IN CASH . . . . . . . . . . .      (2,069)      (39,587)         34,298         466

CASH, beginning of period . . . . . . . . . . . . . .        2,535        42,122           7,824               -
                                                       ------------  ------------  --------------  --------------

CASH, end of period . . . . . . . . . . . . . . . . .  $   (19,534)  $     2,535   $      42,122   $     466
                                                       ============  ============  ==============  ==============

SUPPLEMENTAL DISCLOSURE:

Interest and penalties . .  . . . . . . . . . . . . .  $   22,809    $         0   $           0
                                                       ============  ============  ==============
Other Interest expense . . . . . . . . . . . . . . .  $    16,521    $    13,302   $       1,836
                                                       ============  ============  ==============
Noncash investing and financing activities

Shares issued for debt. . . . . . . . . . . . . . . .  $    30,000   $   177,000   $           -
Shares issued for services. . . . . . . . . . . . . .       90,000       215,000               0
Shares issued for stock performance plan. . . . . . .      276,000       208,250         660,000
Shares issued under section 144 - control position. .      525,000       525,000               0
Shares issued in exchange for services. . . . . . . .            0             0          72,000
                                                       ------------  ------------  --------------
                                                       $   921,000   $ 1,125,250   $     732,000
                                                       ============  ============  ==============

No significant amounts of taxes
were paid during the periods shown above.
</TABLE>

                                       34
<PAGE>


XRAYMEDIA.COM,  INC.
(A  COMPANY  IN  THE  DEVELOPMENT  STATE)
NOTES  TO  THE  FINANCIAL  STATEMENTS
YEARS  ENDED  DECEMBER  31,  2002,  2001  AND  2000
--------------------------------------------------------------------------------


NOTE  A  -  ORGANIZATION  AND  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES
-----------------------------------------------------------------------------

Organization
------------

In  June  2000,  the  Company changed its name to XRAYMEDIA.COM from e-bidd.com,
inc.

The  Company was incorporated in the State of Minnesota in the United States and
operates  in  Vancouver,  British  Columbia  and  New  York State. The Company's
principal  business,  at  present,  is a general media Internet supersite portal
currently  under development. The website XRAYMEDIA.COM, when completed, will be
comprised  of  a  main  general media supersite portal that will branch out into
three  media  specific  business  portals: Buy & Sell Services; Public Relations
Services;  and  Advertising  Agency  Services.  The  Company  intends  to  sell
conventional  media  advertising  space, online advertising, and advertising and
public  relations  services via its internet site. Because the Company is in the
development  stage, the accompanying financial statements should not be regarded
as  typical  for  normal  operating  periods.


In January 2000 the Company completed a private placement offering in the amount
of  $810,000.  Management  used  the  offering  proceeds  for  working  capital
purposes.

Summary  of  Significant  Accounting  Principles
------------------------------------------------

a.  Accounting  estimates
-------------------------

The preparation of financial statements in conformity with accounting principles
generally  accepted  in  the United States requires management to make estimates
and  assumptions  that affect the reported amounts of assets and liabilities and
disclosure  of  contingent  assets  and liabilities at the date of the financial
statements  and  the  reported  amounts  of  revenues  and  expenses  during the
reporting  period.  Actual  results  could  differ  from  those  estimates.


                                       35
<PAGE>

XRAYMEDIA.COM,  INC.
(A  COMPANY  IN  THE  DEVELOPMENT  STATE)
NOTES  TO  THE  FINANCIAL  STATEMENTS
YEARS  ENDED  DECEMBER  31,  2002,  2001  AND  2000
--------------------------------------------------------------------------------


NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
--------------------------------------------------------------------------------

Summary  of  Significant  Accounting  Principles  (Continued)
-------------------------------------------------------------

b.  Basic  earnings  per  share
-------------------------------

Basic  earnings  <loss>  per  share  have  been  calculated  in  conformity with
Financial Accounting Standards Board Statement No. 128 "Earnings per Share". The
Company  has  a  simple  capital  structure with no significant potential common
shares.  Basic  earnings  <loss> per share is calculated weighted on the average
number  of common shares outstanding each year (2002-81,689,111; 2001-44,497,445
;2000-27,714,945;).

c.  Office  furniture  and  equipment
-------------------------------------

Office  furniture  and  equipment  purchases  are  capitalized  and  the  cost
depreciated  over  the  estimated  useful lives of the related assets, generally
five  to  seven  years  under  the  straight-line  method.  Office furniture and
equipment  abandoned  is  written  off  at  the  time  of  the  abandonment.

d.  Issuance  of  Common  Stock
-------------------------------

The  issuance  of common stock for other than cash is recorded by the Company at
managements  estimate  of  the  fair  value  of  the  assets acquired or service
rendered.

e.  Income  taxes
-----------------

In  2002,  2001,  and  2000  only the minimum state taxes were paid.   No income
taxes  are  payable  for  the  year  ended  December  31,  2002.

f.  Functional  Currency
------------------------

                                       36
<PAGE>

XRAYMEDIA.COM,  INC.
(A  COMPANY  IN  THE  DEVELOPMENT  STATE)
NOTES  TO  THE  FINANCIAL  STATEMENTS
YEARS  ENDED  DECEMBER  31,  2002,  2001  AND  2000
--------------------------------------------------------------------------------

The  financial  statements  are stated in U. S. dollars, which is the functional
currency  of  the  Company.

The  Company  maintains their financial records in U.S. dollars. If transactions
had  been  recorded  in  foreign currency (Canadian dollars) and then translated
into  U.S.  dollars  using  a  weighted-average  translation rate the difference
between  that amount and the activities expressed in U.S. dollars is immaterial.


NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
--------------------------------------------------------------------------------

Summary  of  Significant  Accounting  Principles  (Continued)
-------------------------------------------------------------

g.  Impact  of  Accounting  Standards
-------------------------------------

In  July  2001,  the  Financial  Accounting Standards Board ("FASB") issued SFAS
No. 141,  "Business  Combinations,"  which  establishes financial accounting and
reporting for business combinations and supersedes APB Opinion No. 16, "Business
Combinations,"  and  FASB  statement  No.  38,  "Accounting  for  Preacquisition
Contingencies of Purchased Enterprises." SFAS No. 141 requires that all business
combinations  be  accounted  for  using  one  method,  the  purchase method. The
provisions  apply  to  all  business combinations initiated after June 30, 2001.


In  July  2001,  the  FASB  issued  SFAS No. 142, "Goodwill and Other Intangible
Assets,"  which  establishes  financial  accounting  and  reporting for acquired
goodwill  and  other  intangible  assets  and  supersedes  APB  Opinion  No. 17,
"Intangible  Assets."  SFAS  No. 142  addresses  how  intangible assets that are
acquired individually or with a group of other assets (but not those acquired in
a  business  combination)  should  be accounted for in financial statements upon
their  acquisition,  and  after  they  have  been  initially  recognized  in the
financial  statements.  The provisions of SFAS no. 142 were effective for fiscal
years  beginning  after  December 15,  2001.  We adopted SFAS No. 142 during the
first  quarter  of fiscal 2002, and the adoption of SFAS No. 142 had no material
impact  on  our  financial  reporting  and  related  disclosures.


In  August  2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations,"  which  is  effective  for  us beginning fiscal 2003. SFAS No. 143
requires  that  the fair value of a liability for an asset retirement obligation
be  recognized in the period in which it is incurred if a reasonable estimate of
fair  value  can be made, with the associated asset retirement costs capitalized
as  part  of  the carrying amount of the long-lived assets. We do not expect the
adoption of SFAS No. 143 to have a material impact on our financial position and
results  of  operations.


In October 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal  of  Long-Lived  Assets," which is effective for fiscal years beginning
after  December 15,  2001  and interim periods within those fiscal periods. SFAS
No. 144  supersedes  FASB  Statement  No. 121  and  parts of APB Opinion No. 30,
"Reporting  the  Results  of Operations  Reporting the Effects of Disposal of a
Segment  of  a  Business,  and Extraordinary, Unusual and Infrequently Occurring
Events  and Transactions Relating to Extraordinary Items." However, SFAS No. 144
retains  the requirement of APB Opinion No. 30 to report discontinued operations
separately  from continuing operations and extends that reporting to a component
of  an  entity that either has been disposed of (by sale, by abandonment or in a
distribution  to  owners)  or  is  classified  as  held  for  sale. SFAS No. 144
addresses  financial  accounting  and  reporting  for  the impairment of certain
long-lived  assets and for long-lived assets to be disposed of. We do not expect
the adoption of SFAS No. 144 to have a material impact on our financial position
and  results  of  operations.


In  June  2002,  the FASB issued SFAS 146, "Accounting for Costs Associated with
Exit  or  Disposal  Activities",  which  nullifies  EITF Issue 94-3. SFAS 146 is
effective for exit and disposal activities that are initiated after December 31,
2002  and  requires  that  a  liability  for  a  cost associated with an exit or
disposal  activity  be  recognized when the liability is incurred in contrast to
the  date  of  an entity's commitment to an exit plan, as required by EITF Issue
94-3. We do not expect the adoption of SFAS No. 146 to have a material impact on
our  financial  position  and  results  of  operations.


In  December  2002,  the  FASB  issued  SFAS 148  "Accounting  for  Stock-Based
Compensation" an amendment to SFAS 123. SFAS 148 provides alternative methods of
transition  for  a voluntary change to the fair value based method of accounting
for  stock-based  employee  compensation. In addition, this Statement amends the
disclosure  requirements  of  Statement 123  to require prominent disclosures in
both  annual and interim financial statements about the method of accounting for
stock-based  employee compensation and the effect of the method used on reported
results.  This statement is effective for fiscal years ending after December 15,
2002  for  transition  guidance  and annual disclosure provisions; for financial
reports  containing  financial  statements  for  interim periods beginning after
December 15,  2002  for  interim  disclosure  provisions.  The  adoption of SFAS
No. 148  did not have a material impact on our financial position and results of
operations.


h.  Deferred  tax  assets
-------------------------

Differences  between accounting rules and tax laws cause differences between the
bases of certain assets and liabilities for financial reporting purposes and tax
purposes.  The  tax  effects  of  these  differences,  to  the  extent  they are
temporary,  are  recorded  as deferred tax assets and liabilities under SFAS 109
and  consist  primarily  of  net  operating  loss  carryforward  amounting  to
approximately  $6,700,000.  Because  of  the  uncertainty  of  utilizing the net
operating  loss  carryforward,  a  valuation  allowance  of the maximum has been
provided  against  the  deferred  tax  asset  (See  Note  F).

                                       37
<PAGE>

XRAYMEDIA.COM,  INC.
(A  COMPANY  IN  THE  DEVELOPMENT  STATE)
NOTES  TO  THE  FINANCIAL  STATEMENTS
YEARS  ENDED  DECEMBER  31,  2002,  2001  AND  2000
--------------------------------------------------------------------------------


NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
--------------------------------------------------------------------------------

Summary  of  Significant  Accounting  Principles  (Continued)
-------------------------------------------------------------

i.  Reclassification
--------------------

Certain  2001  and  2000  amounts  have  been  reclassified to conform with 2002
classifications.


j.  Advertising
---------------
The  Company  expenses all advertising as incurred. For the years ended December
31,  2002 and 2001, the Company charged to operations $804 and $0, respectively.


k. Accounts Receivable
-----------------------
Accounts receivable are reported at the customers' outstanding balances less any
allowance  for  doubtful  accounts.  Interest is not accrued on overdue accounts
receivable. The Company performs ongoing credit evaluations of its customers and
normally  does  not  require  collateral  to  support  accounts  receivable.


l. Allowance for Doubtful Accounts
----------------------------------
The  allowance for doubtful accounts on accounts receivable is charged to income
in  amounts sufficient to maintain the allowance for uncollectible accounts at a
level  management  believes  is  adequate to cover any probable losses. Accounts
receivable  are  charged  off  against  the  allowance  when  collectibility  is
determined  to  be  permanently  impaired  (bankruptcy, lack of contact, account
balance  over  one  year  old,  etc.).


m. Fair Value of Financial Instruments

The  Company  estimates  that  the  fair  value  of all financial instruments at
December  31,  2002, as defined in FASB 107, does not differ materially from the
aggregate  carrying  values  of  its  financial  instruments  recorded  in  the
accompanying  balance  sheet.  The  estimated  fair  value  amounts  have  been
determined  by  the  Company  using available market information and appropriate
valuation  methodologies.  Considerable  judgment  is  required  in interpreting
market  data  to  develop  the  estimates  of  fair  value, and accordingly, the
estimates  are  not necessarily indicative of the amounts that the Company could
realize  in  a  current  market  exchange.


n. Revenue Recognition Policy

Revenue  is  recognized  when  the  earning process is complete and the risk and
rewards  of  ownership  have  transferred  to  the  customer, which is generally
considered  to  have  occurred  upon  the delivery of the media to our customer.




NOTE  B  -  FURNITURE  AND  EQUIPMENT
-------------------------------------

Property  and  equipment  at  December  31,  2002  and  2001  consisted  of:

                                                 2002          2001
                                              ------------------------
             Furniture and equipment          $289,611       $284,658
             Software License                   25,000         25,000
             Less: Accumulated depreciation   (143,893)       (85,893)
                   Accumulated amortization   (  8,333)             0
                                              ------------------------
        Furniture and equipment, net          $162,385       $228,718
                                              ========================

Depreciation  expense  for the year ended December 31, 2002 and 2001 was $58,000
and  $57,427, respectively. Amortization expense was $8,333 and $0 for the years
ended  December  31,  2002  and  2001,  respectively.


                                       38
<PAGE>

XRAYMEDIA.COM,  INC.
(A  COMPANY  IN  THE  DEVELOPMENT  STATE)
NOTES  TO  THE  FINANCIAL  STATEMENTS
YEARS  ENDED  DECEMBER  31,  2002,  2001  AND  2000
--------------------------------------------------------------------------------


NOTE  C  -  ACCRUED  EXPENSES
-----------------------------

Accrued  expenses  at  December  31, 2002 consisted of the following categories:

                  Accrued Consulting expense                $290,889
                  Accrued Office expense                     113,712
                  Accrued Professional fees expense          114,953
                  Accrued Website/Internet expense            83,116
                  Accrued Other expenses                      17,444
                                                           ----------
                  Total Accrued Expenses                    $620,114
                                                           ==========

Accrued  wages  payable at December 31, 2002 and 2001 were $169,850 and $85,850,
respectively.  These  amounts  represent  accrued wages payable for staff in the
New  York  office.

Advances  were  made  by another company for rental expenses incurred during the
year ended December 31, 2002 in the amount of $26,565. The advances are extended
on  open  terms.


NOTE  D  -  RELATED  PARTY  TRANSACTIONS
----------------------------------------

A  shareholder  and  close  friend  of  the President has advanced money without
interest to the Company during the years ended 2002 and 2001 to be used in daily
operations.  During  the  years  ended December 31, 2002 and 2001, 1,000,000 and
5,900,000  shares  were  issued  to  the  related  party  in  consideration  of
forgiveness  of  advances,  respectively. The shares issued were valued at $0.03
per  share  for  a  total  amount  of  $30,000  and $177,000 for the years ended
December  31,  2002  and  2001, respectively. The total liability to the related
party  increased  by  $123,391  for  the  year  ended  December  31,  2002.



           Year ended          # of          Value of       FMV of
          December 31,        common           debt          stock
                              Shares         forgiven        issued
                              Issued
         -------------------------------------------------------------
              2002         1,000,000          $ 30,000       $70,000
              2001         5,900,000         $ 177,000      $325,500


NOTE  E  -  STOCK  PERFORMANCE  PLAN
------------------------------------

The Board of Directors offers common stock, on a discretionary basis, to certain
individuals who have been instrumental in the Company's continuance.  During the
years ended December 31, 2002, 2001 and 2000, 5,350,000, 5,950,000 and 3,300,000
shares  were  issued  of  common  stock  under  the  stock  performance  plan,
respectively.  The  shares issued are valued at fair market value at the date of
issuance,  ranging  from  $0.03  to  $0.07  per  share,  and  are  recognized in
compensation  expense  in  the Statements of Operations and Accumulated Deficit.

                                       39
<PAGE>

XRAYMEDIA.COM,  INC.
(A  COMPANY  IN  THE  DEVELOPMENT  STATE)
NOTES  TO  THE  FINANCIAL  STATEMENTS
YEARS  ENDED  DECEMBER  31,  2002,  2001  AND  2000
--------------------------------------------------------------------------------


NOTE  F  -  COMMON  STOCK
-------------------------

In 1999 the Company executed a 1000 for 1 reverse stock split.  This stock split
has  been reflected retroactively in the financial statements and notes thereto.

In  February  2000  the  Company  issued  20,000,000  restricted  shares  to its
President  and  Director,  Raymond  Dabney in exchange for the Extended Business
Model.  The  value  assigned to the Extended Business Model has been recorded at
$0.00  based  on AIN-APB 16, #39 requiring the valuation be recorded as such for
transactions  between  entities  under  common  control.

During the years ended December 31, 2002 and 2001 stock was issued to parties to
whom  the  Company  owed  money for debt and services.  The stock was issued for
values  ranging  from  $0.03  to  $0.07  per share for a total relief of debt of
$30,000  and  $177,000,  and  $90,000  and  $215,000 for services, respectively.

During  the  year  ended  December  31,  2002  and  2001 stock was issued to its
President  and  Director,  Raymond  Dabney in recognition of services performed.
The  total  number  of shares issued was 7,500,000 and 15,000,000, respectively.
The  issued  shares  were  valued  at  $0.03 and $0.035 per share, respectively.
These  issuances  are  recognized  in  compensation expense in the Statements of
Operations  and  Accumulated  Deficit.

NOTE  G  -  NET  OPERATING  LOSS  CARRY  FORWARD
------------------------------------------------

The  Company's  net  operating  loss  for  the  year  ended December 31, 2002 of
$1,679,917  may  be  utilized  through  the  year  ended December 31, 2002.  The
Company's  net operating loss for the year ended December 31, 2001 of $1,571,200
may  be  utilized  through  the year ended December 31, 2021.  The Company's net
operating  loss  for  the  year  ended  December  31,  2000 of $1,671,139 may be
utilized  through the year ended December 31, 2020.  The Company's net operating
loss  for  the  year ended December 31, 1999 of $205,851 may be utilized through
the  year  ended  December  31, 2019.  The net operating loss created during the
years ended December 31, 1994 through 1998 of $1,541,236 may be utilized through
the  years ended 2014 and 2018, respectively.  SFAS No. 109 requires a valuation
allowance to be recorded when it is more likely than not that some or all of the
deferred  tax  assets  will  not  be realized.  At December 31, 2001 a valuation
allowance for the full amount of the net deferred tax asset was recorded because
of  uncertainties  as to the amount of taxable income that would be generated in

                                       40
<PAGE>

XRAYMEDIA.COM,  INC.
(A  COMPANY  IN  THE  DEVELOPMENT  STATE)
NOTES  TO  THE  FINANCIAL  STATEMENTS
YEARS  ENDED  DECEMBER  31,  2002,  2001  AND  2000
--------------------------------------------------------------------------------

future years. The valuation allowance increased by $668,634 and $628,480 for the
year ended December 31, 2002 and 2001, respectively, using an anticipated income
tax  rate  of  40  percent.


NOTE  H  -OTHER  INCOME
-----------------------

The other income for the year ended December 31, 1999 arose from the forgiveness
of  certain  indebtedness  to  an  unrelated  stockholder.

NOTE  I  -  GOING  CONCERN
--------------------------

The  Company  has  had minor sales and suffered recurring losses from operations
that  raise  substantial doubt about its ability to continue as a going concern.
However,  the  financial  statements  do  not include any adjustments that might
result  from  the  outcome  of  this  uncertainty.

The  Company  has  been in the development stage since March 1, 1994.  It is the
Company's  intention  to  grow  through  generating sales.  However, in order to
support  existing  operations,  the  Company plans to seek additional financing,
form  strategic  partnerships  to  increase market share, and acquire additional
shareholder capital.  The ability to achieve these objectives raises substantial
doubt  about  the  company's  ability  to  continue  as  a  going  concern.

NOTE  J  -  CORRECTION  OF  ERROR
---------------------------------

During  the  fiscal  year  ended  December  31, 2000, the Company fully expensed
certain  computer  expenditures as website/internet developmental costs.  During
the  year  2001  it  was  discovered  that the equipment was being used in daily
operations  and  a  retroactive adjustment was made to accumulated depreciation,
accumulated deficit and fixed assets.  The adjustments increased fixed assets by
$217,000,  accumulated  depreciation  increased  by  $21,700 and the accumulated
deficit was adjusted by the net effect of those two changes.  The Company issued
stock  under  the stock performance plan, valued at $0.001 per share, during the
fiscal  year  ended  December 31, 2000.  The stock issuance has been restated to
$0.20  per  share.  The  change  in  valuation increases compensation expense by
$656,700  for  the  year  then  ended  and has been restated in the Statement of
Operations  and  Accumulated  Deficit.

                                       41
<PAGE>

XRAYMEDIA.COM,  INC.
(A  COMPANY  IN  THE  DEVELOPMENT  STATE)
NOTES  TO  THE  FINANCIAL  STATEMENTS
YEARS  ENDED  DECEMBER  31,  2002,  2001  AND  2000
--------------------------------------------------------------------------------


NOTE  K  -  SUBSEQUENT  EVENTS
------------------------------

Subsequent  to  year  end  the  Company  signed  a  joint venture agreement with
Internet  Marketing Consortium (IMC).  The name of the new joint venture will be
Ultimate  Media  Consortium.  The  agreement involves Xraymedia.com posting $1.1
billion  of  media  inventory  from IMC to the Xraymedia.com website for trading
among  their  clients.  IMC and Xraymedia.com each own 50% of the joint venture.

Additionally,  the  Company  signed  an exclusive agency agreement with Whistler
South  Resort  Corporation  to  provide  advertising services.  The value of the
contract  is  estimated  at $3 million with $1 million in an initial advertising
campaign.


The  Company  entered  into  a  lease  agreement  subsequent to year end. During
February 2003 the Company signed a three-year lease agreement for officespace in
Vancouver,  B.C. The term of the lease extends from May 2003 through April 2006.
The  minimum monthly rent payments are $2,869. Future minimum lease payments are
as  follows:

                             2003        $20,083
                             2004         34,428
                             2005         34,428
                             2006         14,345
                                        --------
                             Total      $103,284


These  events  had  no  effect  on  the  financial statements for the year ended
December  31,  2002.
                   42

NOTE L - STATUTORY VIOLATION
----------------------------
During  the  year  ended  December  31,  2002 the Company did not remit required
payroll  taxes  for  employee  withholdings  and  Company  related  payroll  tax
expenses.  These  withholdings  and  expenses  have  been  accrued as an account
payable  at year-end in the amount of $47,540. Estimates were made for violation
penalties  and  interest  in  the  amount  of  $22,809 and are included in other
expenses  in  the  Statement  of  Operations  and  Accumulated  Deficit.


NOTE M - THREATENED LITIGATION
------------------------------
Due  to  the  on-going  negative  cash  flow  the Company has been unable to pay
certain  vendors  for  services. Certain items have been forwarded to collection
agencies  and legal action has been threatened. No additional liability has been
accrued  beyond  the  original  amount  payable.


                                       42
<PAGE>

            ITEM  8.     CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS


THE  COMPANY  HAS HAD NO CHANGES IN OR DISAGREEMENTS WITH ITS ACCOUNTANTS IN ITS
THREE  MOST  RECENT  FISCAL  YEARS  OR  ANY  LATER  INTERIM  PERIOD.


                                    PART  III

     ITEM  9.  DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS,  AND CONTROL PERSONS

XRAYMEDIA'S  DIRECTORS HOLD OFFICE UNTIL THE ANNUAL MEETING OF SHAREHOLDERS NEXT
HELD  AFTER  THEIR ELECTION. THE OFFICERS AND DIRECTORS OF XRAYMEDIA AS OF MARCH
31,  2002  ARE  AS  FOLLOWS:

--------------------------------------------------------------------------------
NAME                               AGE                             POSITION
--------------------------------------------------------------------------------
RAYMOND  DABNEY                     38              PRESIDENT,  CHIEF  EXECUTIVE
OFFICER  AND  DIRECTOR
--------------------------------------------------------------------------------
MEIR  KAHTAN                        45              DIRECTOR
--------------------------------------------------------------------------------
GORD  WOODWARD                      43              DIRECTOR
--------------------------------------------------------------------------------


RAYMOND  DABNEY,  WAS  APPOINTED  PRESIDENT,  CEO,  AND DIRECTOR OF XRAYMEDIA ON
OCTOBER  25,  1999.  FROM 1990 TO PRESENT, RAYMOND DABNEY HAS BEEN THE PRESIDENT
AND  CEO  OF COMMAND COMMUNICATIONS,  INC. OF VANCOUVER,  BRITISH COLUMBIA. FROM
1991 TO 1993 MR.   DABNEY  ACTED  AS  THE  WESTERN   REGIONAL   GENERAL  MANAGER
OF  UNITEL COMMUNICATIONS  OF VANCOUVER,  BRITISH COLUMBIA AND FROM 1989 TO 1991
 MR. DABNEY WAS  AN  INSIDE  SALES MANAGER FOR MORGAN WHITNEY TRADING  GROUP  OF
VENICE  BEACH,  CALIFORNIA.

GORD WOODWARD,  WAS APPOINTED VICE PRESIDENT,  CHIEF  INFORMATION  OFFICER AND A
DIRECTOR OF XRAYMEDIA ON FEBRUARY 11,  2000.  MR.  WOODWARD  BRINGS A BREADTH OF
EXPERIENCE IN RUNNING COMMUNICATION AND DEVELOPMENT COMPANIES IN BOTH THE PUBLIC
AND PRIVATE SECTORS,  INCLUDING 10 YEARS OF EXPERIENCE IN A EXECUTIVE MANAGEMENT
POSITION  WITH THOMPSON  NEWSPAPER  GROUP.  MR.  WOODWARD HAS A DEGREE FROM B.C.

                                       43
<PAGE>

INSTITUTE OF TECHNOLOGY AND IS CURRENTLY  APPLYING FOR HIS MASTERS DEGREE.  FROM
1994  TO  PRESENT  HE  HAS  BEEN  THE  FOUNDER  AND  PRESIDENT  OF  ENLIGHTENING
COMMUNICATIONS.  FROM  1997 TO  PRESENT  HE HAS  BEEN A  FACULTY  MEMBER  IN THE
TRAINING AND DEVELOPMENT DIVISION OF MALASPINA UNIVERSITY-COLLEGE.  FROM 1994 TO
1998 MR.  WOODWARD WAS A CONSULTANT  FOR ISLAND  PUBLISHERS  NEWSPAPERS AND FROM
1987  TO 1994  HE WAS  THE  MANAGING  EDITOR  FOR  THOMPSON  NEWSPAPERS,  ISLAND
PUBLISHERS,  AND  WESTPRES  PUBLICATIONS.

MEIR  KAHTAN,  WAS  APPOINTED  AS  A  DIRECTOR OF XRAYMEDIA ON FEBRUARY 7, 2000.
MR.  KAHTAN  HAS  OVER  FIFTEEN  YEARS OF  INDUSTRY  EXPERIENCE  IN THE WORLD OF
PUBLIC  RELATIONS  AND  ADVERTISING.  HE  HAS  INITIATED  AD CAMPAIGNS AND MEDIA
COVERAGE FOR  COUNTLESS  FINANCIAL,  HIGH  TECHNOLOGY,  MEDICAL, LEGAL, AND REAL
ESTATE CLIENTS, AND AS A PROVIDER OF ADVERTISING AND PUBLIC RELATIONS  SERVICES,
WAS A FOREFRONT OF THE MOVEMENT TO  THE  WEB.  MR.  KAHTAN  HEADS  UP  A  PUBLIC
RELATIONS DEPARTMENT AT MILLER  ADVERTISING, A MAJOR NEW YORK AGENCY, WITH WHICH
HE HAS ENJOYED A LONG AND  FRUITFUL  ASSOCIATION.

                       ITEM  10.    EXECUTIVE  COMPENSATION

THE  FOLLOWING TABLE PROVIDES SUMMARY INFORMATION FOR THE YEARS 1999, 2000, 2001
AND  2002 CONCERNING CASH AND NON-CASH COMPENSATION PAID OR ACCRUED BY XRAYMEDIA
TO  OR  ON  BEHALF  OF  THE  PRESIDENT  AND  ANY  OTHER  EMPLOYEE(S)  TO RECEIVE
COMPENSATION  IN  EXCESS  OF  $100,000.


                           SUMMARY  COMPENSATION  TABLE


--------------------------------------------------------------------------------
ANNUAL  COMPENSATION                  LONG  TERM  COMPENSATION
--------------------------------------------------------------------------------
NAME  AND                                                             RESTRICTED
PRINCIPAL          YEAR      SALARY       BONUS        OTHER  ANNUAL     STOCK
POSITION                       ($)         ($)         COMPENSATION     AWARD(S)
--------------------------------------------------------------------------------
RAYMOND  DABNEY      1999    10,000         0               0               0
PRESIDENT,  CEO      2000    72,000         0               0      20,000,000(1)
AND  DIRECTOR        2001    69,786         0        $525,000      15,000,000(2)
                     2002    75,250         0        $225,000       7,500,000(3)
--------------------------------------------------------------------------------

MEIR  KAHTAN         1999         0         0               0               0
DIRECTOR             2000    50,622         0               0               0
                     2001    68,348         0               0               0
                     2002    60,000         0               0               0
--------------------------------------------------------------------------------

(1)  MR.  DABNEY  RECEIVED  THE  20,000,000 SHARES IN CONSIDERATION FOR CREATING
AND  IMPLEMENTING  XRAYMEDIA'S  EXTENDED  BUSINESS  MODEL.

(2)  MR.  DABNEY  RECEIVED  THE  15,000,000  SHARES  IN  RECOGNITION OF SERVICES
PERFORMED.  THE  SHARES  WERE  VALUED  AT  $0.035  PER  SHARE.

(3)  MR.  DABNEY  RECEIVED  THE   7,500,000  SHARES  IN  RECOGNITION OF SERVICES
PERFORMED.  THE  SHARES  WERE  VALUED  AT  $0.03  PER  SHARE.

SALARIES  ARE  PRIMARILY  ON  AN  ACCRUAL  RATHER  THAN  CASH  BASIS.

                            COMPENSATION  OF  DIRECTORS

THERE  IS  NO  PLAN  IN  PLACE  AT  THIS  TIME  FOR  XRAYMEDIA'S DIRECTORS TO BE
COMPENSATED,  FOR  SERVICES  RENDERED  IN  THIS  CAPACITY.

ITEM  11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT

THE FOLLOWING  TABLE SETS FORTH  CERTAIN  INFORMATION  REGARDING THE  BENEFICIAL
OWNERSHIP  OF  THE STOCK OF XRAYMEDIA AS OF MARCH 31, 2003, BY EACH  SHAREHOLDER
WHO  IS  KNOWN  BY  XRAYMEDIA  TO  BENEFICIALLY  OWN  MORE  THAN  5%  OF  THE
OUTSTANDING COMMON STOCK, BY EACH DIRECTOR, AND BY ALL  EXECUTIVE  OFFICERS  AND
DIRECTORS  AS  A  GROUP.

<TABLE>
<CAPTION>
Title of Class                Name and Address of         Amount and Nature of         Percent of Class
Beneficial  Owner             Beneficial  Ownership
---------------------------------------------------------------------------------------------------------
<S>                           <C>                         <C>                          <C>
Common                        Raymond  Dabney                   46,400,000                    55.8%
Stock                         555  Burrard  Street,
                              Suite  900
                              Vancouver,  B.C.,  Canada
                              V7X  1M9
---------------------------------------------------------------------------------------------------------
N/A                           Gord  Woodward                       None                          0%
                              555  Burrard  Street,
                              Suite  900
                              Vancouver,  B.C.,  Canada
                              V7X  1M9
---------------------------------------------------------------------------------------------------------
Common                        Meir  Kahtan                      2,520,000                      3.0%
Stock                         555  Burrard  Street,
                              Suite  900
                              Vancouver,  B.C.,  Canada
                              V7X  1M9
---------------------------------------------------------------------------------------------------------
Common                        All  Executive  Officers  and    48,920,000                     58.8%
Stock                         Directors  as  a  Group
                              (3  persons)
---------------------------------------------------------------------------------------------------------
</TABLE>

     ITEM  12.           CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

ON  JULY,  29,  1999,  XRAYMEDIA  ENTERED INTO AN AGREEMENT WITH LAURIER LIMITED
WHEREBY XRAYMEDIA GAINED EXCLUSIVE RIGHTS TO ITS AUCTION AND AD SERVING SOFTWARE
FROM  LAURIER  LIMITED,  IN  EXCHANGE  FOR  10,000,000  RESTRICTED  SHARES  OF
XRAYMEDIA'S  COMMON  STOCK  VALUED  AT  $9,000.00

                                       44
<PAGE>

ON  NOVEMBER 12, 1999,  XRAYMEDIA  ENTERED  INTO AN AGREEMENT  WITH MEIR KAHTAN,
(A DIRECTOR OF XRAYMEDIA) PUBLIC  RELATIONS,  A  DIVISION  OF MILLER ADVERTISING
AGENCY, INC. THE AGREEMENT WILL PROVIDE XRAYMEDIA WITH PROMOTIONAL AND  BUSINESS
CONSULTING AND A PUBLIC RELATIONS CAMPAIGN. THE AGREEMENT CALLS FOR THE  PAYMENT
OF  $5,000  A  MONTH  TO  MR.  KAHTAN  AS  COMPENSATION FOR HIS SERVICES IN THIS
CAPACITY  THE  TERM  OF  THIS  AGREEMENT  COMMENCED  MARCH  8, 2000,  AND MAY BE
CANCELED  AT  ANY  TIME  BY  EITHER  PARTY  UPON  60  DAYS  PRIOR  NOTICE.

ON MARCH 1, 2000, IN A UNANIMOUS  BOARD MEETING VOTE,  WITH MR.  RAYMOND  DABNEY
ABSTAINING,  THE BOARD APPROVED THE ISSUANCE OF 20,000,000  RESTRICTED SHARES OF
XRAYMEDIA'S  COMMON  STOCK  TO  RAYMOND  DABNEY  IN  EXCHANGE  FOR  THE EXTENDED
BUSINESS  MODEL  OF XRAYMEDIA.COM.  THE EXTENDED  BUSINESS MODEL IS TO INCLUDE A
FULL  RANGE OF MEDIA SERVICES VIA A BRAND NEW INTERNET MEDIA SUPERSITE INCLUDING
ASSEMBLING  THE PARTNERS AND  TECHNOLOGY  THAT WOULD ENABLE  XRAYMEDIA TO ENGAGE
IN  THE  BUSINESS OF SELLING   CONVENTIONAL  MEDIA  ADVERTISING  SPACE,   ONLINE
ADVERTISING,   AND  ADVERTISING  AGENCY  AND  PUBLIC  RELATIONS  SERVICES  VIA A
NEW  INTERNET  WEBSITE.

DURING  THE YEAR 2002, MR. RAYMOND DABNEY WAS ISSUED 7,500,000 RESTRICTED SHARES
OF  XRAYMEDIA'S  COMMON  STOCK  IN  EXCHANGE FOR SERVICES RENDERED. THE STOCK IS
ADDED
TO  MR.  DABNEY'S  CONTROL  POSITION  OF  SEC  RULE 144 RESTRICTED COMMON STOCK.

                ITEM  13.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

(A)  EXHIBITS:  EXHIBITS  REQUIRED  TO BE ATTACHED BY ITEM 601 OF REGULATION S-B
ARE  LISTED  IN  THE  INDEX  TO  EXHIBITS  BEGINNING  ON  PAGE  23  OF THIS FORM
10-KSB,  WHICH  IS  INCORPORATED  HEREIN  BY  REFERENCE.

(B)  REPORTS  ON FORM 8-K:  NOVEMBER 30, 2000, THE  COMPANY  FILED A FORM 8-K IN
RESPECT TO THE RESIGNATION OF ONE OF OUR DIRECTORS, BRIAN WALKER. MR. WALKER HAD
SUBMITTED  A  WRITTEN  RESIGNATION  TO  US  ON  NOVEMBER  1,  2000.


                      [THIS  SPACE  LEFT  BLANK  INTENTIONALLY]

                                       45
<PAGE>

                                   SIGNATURES

IN  ACCORDANCE  WITH  SECTION 12 OF THE  SECURITIES  EXCHANGE  ACT OF 1934,  THE
REGISTRANT  CAUSED  THIS  FORM  10-KSB  TO  BE  SIGNED  ON  ITS  BEHALF  BY
THE  UNDERSIGNED,  THEREUNTO  DULY  AUTHORIZED,  THIS  15TH  DAY  OF  APRIL,
2003.

XRAYMEDIA.COM,  INC.

                         /S/  RAYMOND  DABNEY
                       NAME:  RAYMOND  DABNEY
               TITLE:  PRESIDENT,  CEO  AND  DIRECTOR

IN  ACCORDANCE  WITH THE EXCHANGE  ACT, THIS REPORT HAS BEEN SIGNED BELOW BY THE
FOLLOWING  PERSONS ON BEHALF OF THE  REGISTRANT AND IN THE CAPACITIES AND ON THE
DATES  INDICATED.

SIGNATURE                              TITLE                         DATE

/S/  RAYMOND  DABNEY         PRESIDENT  AND  DIRECTOR          APRIL  15,  2003.
     RAYMOND  DABNEY3

                                       46
<PAGE>

                                  CERTIFICATION
                                  -------------


     I,  Raymond  Dabney,  President  of  Xraymedia.com  certify  that:

1.     I  have  reviewed  this  annual  report  on  Form  10-K of Xraymedia.com;
2.     Based  on  my  knowledge,  this annual report does not contain any untrue
statement  of a material fact or omit to state a material fact necessary to make
the  statements  made, in light of the circumstances under which such statements
were  made,  not  misleading  with  respect to the period covered by this annual
report;
3.     Based  on  my  knowledge,  the  financial statements, and other financial
information  included  in  this  annual  report,  fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrants  of,  and  for,  the  periods  presented  in  this  annual  report;
4.     The  registrant's  other  certifying  officers  and I are responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  have;
a)     designed  such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is  made  known  to  us by others within those entities, particularly during the
period  in  which  this  annual  report  is  being  prepared;

b)     evaluated  the  effectiveness of the registrant's disclosure controls and
procedures  as  of a date within 90 days prior to the filing date of this annual
report  (the  "Evaluation  Date");  and

c)     presented  in  this annual report our conclusions about the effectives of
the  disclosure  controls  and  procedures  based  on  our  evaluation as of the
Evaluation  Date;

5.     The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of  registrant's  board  of  directors  (or  persons  performing  the equivalent
functions):

a)     all  significant  deficiencies  in  the  design  or operation in internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and  have  identified for the
registrant's  auditors  any  material  weaknesses  in  internal  controls;  and

b)     any  fraud,  whether  or  not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6)     The  registrant's  other certifying officers and I have indicated in this
annual  report whether there were significant changes in internal controls or in
other  factors  that  could significantly affect internal controls subsequent to
the  date  of  our most recent evaluation, including any corrective actions with
regard  to  significant  deficiencies  and  material  weaknesses.


     Date:  April 15, 2003                    Signature: _______________________

                                   Title:  ___________________________

                                       47
<PAGE>

                   ITEM  2.           DESCRIPTION  OF  EXHIBITS.

                                INDEX  TO  EXHIBITS


EXHIBIT
NO.       PAGE  NO.                      DESCRIPTION
--------------------------------------------------------------------------------
2(A)        *        ARTICLES OF MERGER AND PLAN AND OF MERGER, PORT INDUSTRIES,
INC.  MARCH  1,  1994.  (INCORPORATED  BY  REFERENCE  FILED  WITH
THE  COMPANY'S  FORM  10-SB/A-2  ON  MARCH  29,  2000).
--------------------------------------------------------------------------------
2(B)        *        STOCK PURCHASE AGREEMENT DATED SEPTEMBER 20, 1996. (DIGITAL
REPORTING,  INC.  ACQUIRES  ALL  OF  THE  ISSUED  AND  OUTSTANDING
SHARES  OF  R&D  INDUSTRIES,  INC.).  (INCORPORATED  BY  REFERENCE
FILED  WITH  THE  COMPANY'S  FORM  10-SB/A-2ON  MARCH  29,  2000).
--------------------------------------------------------------------------------
2(C)        *        DIGITAL REPORTING, INC. BOARD RESOLUTION DATED SEPTEMBER 3,
1997,  AUTHORIZING  THE  ACQUISITION  OF  ALL  THE  OUTSTANDING
STOCK  OF  CYBERGUIDES,  INC.  (INCORPORATED  BY  REFERENCE  FILED
WITH  THE  COMPANY'S  FORM  10-SB/A-2  ON  MARCH  29,  2000).
--------------------------------------------------------------------------------
3(I)(A)     *        ARTICLES  OF  INCORPORATION  OF  PORT  INDUSTRIES,  INC.
(INCORPORATED  BY  REFERENCEFILED  WITH  THE  COMPANY'S  FORM
10-SB/A-2  ON  MARCH  29,  2000).
--------------------------------------------------------------------------------
3(I)(B)     *        ARTICLES  OF AMENDMENT OF ARTICLES OF INCORPORATION OF PORT
INDUSTRIES,  INC.  DATED  OCTOBER  28,  1969  AUTHORIZING  TOTAL
NUMBER  OF  SHARES  TO  BE  30,000  AT  $10.00  EACH.  (INCORPORATED
BY  REFERENCE  FILED  WITH  THE  COMPANY'S  FORM  10-SB/A-2  ON
MARCH  29,  2000).
--------------------------------------------------------------------------------
3(I)(C)     *        ARTICLES  OF AMENDMENT OF ARTICLES OF INCORPORATION OF PORT
INDUSTRIES,  INC.  DATED  MARCH  6,  1972  AUTHORIZING  THE  NUMBER
OF  SHARES  TO  BE  1,000,000  AT  $.10  EACH.  (INCORPORATED  BY
REFERENCE  FILED  WITH  THE  COMPANY'S  FORM  10-SB/A-2  ON  MARCH
29,  2000).
--------------------------------------------------------------------------------
3(I)(D)      *       MINNESOTA  SECRETARY  OF  STATE  AMENDMENT  OF  ARTICLES OF
INCORPORATION  (DIGITAL  REPORTING  INC.  CHANGES  ITS  NAME  TO
CYBERGUIDES  INTERNATIONAL,  INC.,  SEPTEMBER  30,  1997).
(INCORPORATED  BY  REFERENCE  FILED  WITH  THE  COMPANY'S  FORM
10-SB/A-2  ON  MARCH  29,  2000).
--------------------------------------------------------------------------------
3(I)(E)      *       MINNESOTA  SECRETARY  OF  STATE  AMENDMENT  OF  ARTICLES OF
INCORPORATION  (CYBERGUIDES  INTERNATIONAL,  INC.,  CHANGES  ITS
NAME  TO  AJA  MERCHANT  BANKING  CORPORATION  FEBRUARY  10,  1998)
(INCORPORATED  BY  REFERENCE  FILED  WITH  THE  COMPANY'S  FORM
10-SB/A-2  ON  MARCH  29,  2000).
--------------------------------------------------------------------------------

                                       48
<PAGE>

--------------------------------------------------------------------------------
3(I)(F)      *  MINNESOTA  SECRETARY  OF  STATE  AMENDMENT  OF  ARTICLES  OF
INCORPORATION  (AJA  MERCHANT  BANKING  CORPORATION  CHANGES  ITS
NAME  TO  IMAGE  PHOTO  SYSTEMS,  INC.  DECEMBER  3,  1998).
(INCORPORATED  BY  REFERENCE  FILED  WITH  THE  COMPANY'S  FORM
10-SB/A-2  ON  MARCH  29,  2000).
--------------------------------------------------------------------------------
3(I)(G)      *       MINNESOTA  SECRETARY  OF  STATE  AMENDMENT  OF  ARTICLES OF
INCORPORATION  (IMAGE  PHOTO  SYSTEMS,  INC.  CHANGES  ITS  NAME
TO  XRAYMEDIA.COM,  INC.,  SEPTEMBER  16,  1999).  (INCORPORATED
BY  REFERENCE  FILED  WITH  THE  COMPANY'S  FORM  10-SB/A-2  ON
MARCH  29,  2000).
--------------------------------------------------------------------------------
3(I)(H)      *       ARTICLES  OF  INCORPORATION  OF  IMAGE  PHOTO SYSTEMS, INC.
(INCORPORATED  BY  REFERENCE  FILED  WITH  THE  COMPANY'S  FORM
10-SB/A-2  ON  MARCH  29,  2000).
--------------------------------------------------------------------------------
3(II)(A)     *       BY-LAWS OF PORT INDUSTRIES, INC. (INCORPORATED BY REFERENCE
FILED  WITH  THE  COMPANY'S  FORM  10-SB/A-2  ON  MARCH  29,  2000).
--------------------------------------------------------------------------------
3(II)(B)     *       BY-LAWS  OF  IMAGE  PHOTO  SYSTEMS,  INC.  (INCORPORATED BY
REFERENCE  FILED  WITH  THE  COMPANY'S  FORM  10-SB/A-2  ON  MARCH
29,  2000).
--------------------------------------------------------------------------------
23          22       CONSENT  OF  INDEPENDENT PUBLIC ACCOUNTANT, DATED MARCH 15,
2000.
--------------------------------------------------------------------------------
                               MATERIAL  CONTRACTS

EXHIBIT
NO.       PAGE  NO.                           DESCRIPTION
--------------------------------------------------------------------------------
6(A)          *      AGREEMENT,  DATED  JULY  29,  1999, BETWEEN  XRAYMEDIA.COM,
INC.  AND  LAURIER  LIMITED.  (INCORPORATED  BY  REFERENCE  FILED  WITH  THE
COMPANY'S  FORM  10-  SB/A-2  ON  MARCH  29,  2000).
--------------------------------------------------------------------------------
10(I)         *      BENEFIT  PLAN  DATED  OCTOBER  15,  1999.  (INCORPORATED BY
REFERENCE  FILED  WITH  THE  COMPANY'S  FORM  10-SB/A-2  ON  MARCH
29,  2000).
--------------------------------------------------------------------------------
10(II)         *     MANAGEMENT  AGREEMENT  BETWEEN  MEIR  KAHTAN  AND
XRAYMEDIA.COM, INC.  DATED  MARCH  15,  2000.  (FILED  WITH  AMENDMENT  NO. 1 TO
10-KSB  ON  MAY  8,  2000).
--------------------------------------------------------------------------------

                                       49
<PAGE>

                         CONSENT  OF  INDEPENDENT  AUDITOR

EXHIBIT  23


BEDINGER  &  COMPANY
CERTIFIED  PUBLIC  ACCOUNTANTS
1200  CONCORD  AVE,  SUITE  250
CALIFORNIA


CONSENT  OF  INDEPENDENT  CERTIFIED  PUBLIC  ACCOUNTANTS

BEDINGER  &  COMPANY
CERTIFIED  PUBLIC  ACCOUNTANTS
1200  CONCORD  AVE,  SUITE  250
CALIFORNIA

APRIL  15,  2003


CONSENT  OF  INDEPENDENT  CERTIFIED  PUBLIC  ACCOUNTANTS


WE  HEREBY  CONSENT  TO  USE  IN  THIS  FORM  10  -  SB/A-2  OF OUR REPORT DATED
APRIL 1,  2003,  RELATING  TO  THE  FINANCIAL  STATEMENTS OF XRAYMEDIA.COM FOR
THE  YEARS  ENDED  DECEMBER  31,  2002,  2001  AND  2000.

BEDINGER  &  COMPANY
CERTIFIED  PUBLIC  ACCOUNTANTS

                                       50
<PAGE>