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,  2001

[  ]  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 Burrard Street, Suite 900, Vancouver, B.C., Canada V7X-1M9
               (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,  2001, were
$0.00.

On  March  31,  2002,  the  number  of  shares  outstanding of the  registrant's
Common  Stock,  $0.001  par  value  (the  only  class  of  voting  stock),  was
80,530,778. The market value of non-affiliates as of March 31, 2002 was
$1,231,831.

                                        1
<PAGE>

                                     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.

                                        2
<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).

                                        3
<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.


The  company  has  yet  to close its first transactions through the new software
system,  but  it  anticipates  creating  a  steady  cash flow through the system
before  the  end  of 2002.  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  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  one  of  the  most  powerful  and  cost  effective  means  for
offering,  tracking  and negotiating  media  inventory  for  sale.



                           B.  DESCRIPTION OF BUSINESS

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  online  live  media marketplace -
XRAYMEDIA.COM  has  membership  in  this  rare  category.

XRAYMEDIA.COM'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.


There  is  no  question that advertising remains big business: Total advertising
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. 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.

                                        5
<PAGE>

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.COM 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 business
developments.  First,  in  January  of  2000, Internet Capital Group (ICG) spent
$45 million to secure a stake in BuyMedia.com - a service that lets media buyers
purchase  advertising  over the Internet. Then, in March 2000, AdAuction.com and
Engage  -  a  division  of  CMGI  -  formed  a  strategic  alliance,  creating
OneMediaPlace.com. By May of the same year, the company had obtained $67 million
in  private  investments.  Clearly,  there  is  industry-wide recognition of the
growth  potential  in  this  area.

XRAYMEDIA.COM is in good company and is positioned to surpass the competition by
offering  the  same  services  as  our  competitors,  and by supplementing these
services  with  an  all-encompassing  media  package  -  the XRAYMEDIA.COM Media
SuperPortal.

                            THE XRAYMEDIA.COM MISSION

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

The  company  believes  that:

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

2.     An  Internet  SuperPortal  has  the  ability  to  replace  outdated  and
inefficient  methods  of  selling  and  purchasing  advertising  space;

3.     An  Internet  SuperPortal can replace outdated and inefficient methods of
accessing  an  Advertising  Agency,  a  Public Relations department, a Marketing
firm,  and  Design  Services;

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

                                        6
<PAGE>

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

XRAYMEDIA.COM  has  assembled the partners and technology to enable it to expand
on its vision: XRAYMEDIA.COM's mission is to provide a SuperPortal site to media
professionals.  This  will 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 themselves of a broader, more global
marketplace.

We  have a common goal of bringing new efficiencies to the marketplace. By doing
so,  we  can  increase agency billings and profitability, creates better results
for  advertisers,  and  generates  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.  XRAYMEDIA  has  taken this concept one step
further by providing a live media trading center, where media buyers and sellers
can
negotiate  one-to-one  and  one-to  many  at  the  same  time  in  real-time.

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.

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.

                                        7
<PAGE>

                                   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.

-     MULTICHANNEL  NEWS  ONLINE,  SEPTEMBER  18,  2000."Online  media-buying
exchanges  could  be  the venue for $66 billion in advertising activity by 2005,
according  to  projections  from  a  new  Myers  Group  report."

-     BUSINESS  2.0,  OCTOBER  24, 2000. "Suddenly, media buying is a hot B-to-B
category  And  no wonder: There's an estimated $33 billion that will be spent in
online advertising over the next three years. What's in it for the marketplaces?
They  get  a  percentage  of  the  cost  of an ad placement-from 3 percent to 15
percent or more-no matter the medium, whether print, outdoor, radio, television,
or  Internet."

-     FORRESTER  RESEARCH,  CAMBRIDGE,  MASSACHUSETTS,  2000.  "Europeans  with
Internet  connections at home don't reduce the time they spend using traditional
media.  But  media  companies  must  reposition  themselves to retain leadership
online."

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.COM is prepared to
accept  the  challenges  of  servicing  a  global  community.

                      XRAYMEDIA.COM'S COMPETITIVE ADVANTAGE

XRAYMEDIA.COM  aims  to  transform  the advertising industry. As the only first,
second, and third party aggregator of general media services, XRAYMEDIA.COM 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.

                                        8
<PAGE>

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.
There  are  currently  two  principal  competitors  -  BuyMedia.com  and
OneMediaPlace.com.  BuyMedia.com  CFO  Mr.  Don  Hansen  claims  that  they  are
conducting $2 million in business daily through its web site; they are hoping to
have  carried  out  $500  million  by  the  end  of  2000  (BuyMedia.com).
OneMediaPlace.com  -  formerly  AdAuction.com - claims to be "the premier global
media  e-marketplace  and advertising resource destination" and was named one of
the  most  promising  and  competitive  B2B  companies  in  their  category
(OneMediaPlace.com).

XRAYMEDIA.COM is in good company - and is positioned to surpass the competition.
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.COM 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.COM  SUPERPORTAL

Our  first  milestone  -  completed  in  its  test  phase  on October 24, 2000 -
intending  to create  an  online media marketplace - on August 21st 2001 through
its website www.XRAYMEDIA.com  the  company  officially  launched its Live Media
Marketplace in  its  Media  SuperPortal.  The 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.COM  SuperPortal  branches  out  into  three  sub  portals:

-     CORPORATE  CULTURE

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

-     MEDIA  SERVICES

o     Our  Media  Services  sub  portal  features  XRAYMEDIA.COM's  Live  Media
Marketplace and service-oriented functions: Advertising Agency, Public Relations
Traditional Services,  and  Online  Ventures.

                                        9
<PAGE>

o     XRAYMEDIA.COM'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.

o     XRAYMEDIA.COM  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.COM directly to take advantage of
these  services.

o     A  major  component  of this site is the Live Media Marketplace located in
our  Media  Services  sub  portal.  The  LMM  is  designed  to  make Television,
Radio,  Print,  Out-of-Home,  Specialty,  and  Online  media  more  accessible
and  user-friendly  for  local,  national,  and  multi-market  advertisers.
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 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. After closing a deal, the
buyer  pays  for  their  purchase,  and  provides  the  XRAYMEDIA  with  the
necessary  advertising  documents  to  be  displayed  or  aired.  XRAYMEDIA.COM
provides  secure  payment  technology  and  a  verified  credit  line,  so  the
buyers'  credit  is  verified  prior  to  negotiating.  As  well,  both  buyers
and  sellers  are  bound  by  a  contract  to  honor  their  online listing  and
bidding  activities.  The  Live  Media  Marketplace  provides  a  quick  and
convenient  marketplace  for media buyers and sellers, expanding the market from
local  or  national  to  global.


o     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.COM  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.

o     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

o     The  third  sub  portal  on  XRAYMEDIA.COM's  Media  SuperPortal is called
Community  Resources.  This  area has been 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.COM 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.COM will be adding further
features  to  this  sub  portal,  including members Chat, Video Teleconferencing
services,  Virtual  Office  tools,  and  free  web-based  Email.

                                       10
<PAGE>

The  XRAYMEDIA.COM  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 online Media Auction operates
as a real-time media market that is one step ahead of an interactive web version
of  a  media  buying  service: An entire range of advertising buyers and sellers
will meet at the XRAYMEDIA.COM site to make their purchases and sales. Using the
XRAYMEDIA.COM  Live  Media  Marketplace,  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 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.COM OPPORTUNITY

XRAYMEDIA.COM  streamlines the existing process of buying and selling media, and
allows  media professionals to use a new method for transactions, such as online
Media  Auctions.  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.COM 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  Marketplace,  provides  an  efficient  means  of  executing  media
Schedules for  advertising  agencies  and direct advertisers. To  this essential
Function for media  professionals,  XRAYMEDIA.COM adds  a  vast  array  of other
tools  and services.  The Media SuperPortal is a full-service,  convenient,  and
efficient resource  for  media  professionals.

                         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.

                                       11
<PAGE>

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.COM  will  meet  these  specifications.

                           ADVANTAGE FOR MEDIA BUYERS

With  XRAYMEDIA.COM,  media-buyers  communicate  with  media-sellers  via  the
Internet.  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.

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.COM  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.COM  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.COM  strongly believes,
however,  that  the  huge market for broadcast advertising leaves ample room for
our  firm  and  rep  firms  to  coexist.

                                       12
<PAGE>

                          ADVANTAGE FOR MEDIA SELLERS

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

XRAYMEDIA.COM 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.COM
Live  Media  Marketplace.  The  Live  Media  Marketplace facilitates competition
Which not  only  provides  advertisers  with  better  rates,  but  also  with  a
Wider audience reach  for  their  campaigns.

                                  THE  PROCESS

A  standard  web browser is all that is needed to access and use XRAYMEDIA.COM's
Media  SuperPortal.  Media  buyers  can  communicate  with  media  sellers  and
XRAYMEDIA.COM  using  the  Internet  without changing their traditional process.
XRAYMEDIA.COM  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  Commerce  sub  portal  is  home  to the interactive, client-centered
services  and  features  of  the  SuperPortal.  Here,  visitors  will  find  the
Advertising  Agency,  Public  Relations,  Live  Media  Marketplace,  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.COM'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.COMs user-friendly interface, secure system, and facilitation all work
work to make the Live Media Marketplace the first choice for media professionals
Within Traditional  Services, users will find the pages for XRAYMEDIA.COM's Rate
Card  and  Request  For  Proposal  (RFP).   XRAYMEDIA.COM'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.

                                       13
<PAGE>

Alternately,  XRAYMEDIA.COM's clients can visit the Request For Proposal page to
submit  a  confidential request to XRAYMEDIA.COM. 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.COM's
Electronic  Data  Interchange (EDI) technology to upload media order data to the
SuperPortal  for  immediate distribution. XRAYMEDIA.COM 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,  Cost-per-Point  (CPP), and total spot and cost calculations. Once
created,  orders  are  uploaded  through  XRAYMEDIA.COM 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.COM'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.COM  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.COM  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.COM  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.COM  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 advertising agencies, media-buyers and
-sellers,  and  direct  advertisers.

                                    SECURITY

Access  to  XRAYMEDIA.COM'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.COM to ensure that only
qualified  applicants  are  granted  an  account.

XRAYMEDIA.COM  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.

                                       14
<PAGE>

                               CORPORATE STRATEGY

XRAYMEDIA.COM  intends  to  successfully  establish the Media SuperPortal as the
premiere  site  for  media  professionals.  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.COM'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.COM'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.COM  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.COM  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.COM'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

                                       15
<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.

                                       16
<PAGE>

                       ITEM  2.  DESCRIPTION  OF  PROPERTY

XRAYMEDIA  has  expanded  its  operations to two separate locations; 555 Burrard
Street,  Suite  900, Vancouver B.C. V7X 1M9 housing the corporate operations and
at 555 West Hastings Street, Suite 800, Vancouver, B.C. V6B 4N5 the main servers
location.  The two facilities contains approximately 2,500 square feet of office
space  on  a  month-to-month  basis  for  $6,500  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  and  2001.  The  quotations  below
Reflect inter-dealer prices, without retail mark-up, mark-down or commission and
may not represent  actual  transactions:


          Quarter          High       Low
2000     First(1)          4.25        .24
         Second(2)         2.75        .50
         Third(3)          1.56        .46
         Fourth(4)         1.00        .13



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

                                       17
<PAGE>

                                 RECORD HOLDERS

As of March 31,  2002,  there  were  approximately  303  shareholders  of record
holding a total of 80,530,778  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  $0.00  revenues  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, 2001,  decreased  to $1,571,200.00
From  $1,671,139.00  for  the  year  ended  December 31, 2000, a decrease of 6%.
The decrease  in  losses  was  attributable  to the lower cost of several items,
(professional fees, computer costs) while some higher costs such as personal and
website  expenses  reduced  the  benefit  of  the  lower  expenditures.

XRAYMEDIA  expects to continue to incur losses at least through fiscal year 2002
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.

                                       18
<PAGE>

                                    Expenses

Selling,  general and  administrative  expenses for the year ended  December 31,
2001,  decreased  to  $1,571,200.00  from  $1,716,124.00  for  the  year  ended
December 31,  2000,  a  decrease  of  8%.  The   decrease  in  selling   general
and  administrative  expenses  were  the  result  of  the various costs outlined
above. Depreciation and amortization expenses for the years ended  December  31,
2001  and  December  31,  2000  were  $57,427.00  and  $28,466.00  respectively.

B.   Liquidity  and  Capital  Resources

Cash  flows  generated  by operations  were a negative  $186,634.00 for the year
Ended  December 31, 2001, and a negative $480,565.00 for the year ended December
31,  2000.  The  decrease  in  negative  cash flows for the year ended  December
31,  2001  are  primarily  attributable  to  the  reduced  startup  expenses  of
XRAYMEDIA, plus the  issuance of  stock  for  debt.  Startup costs are  expected
to continue partway into 2002.

Cash  flows  generated  from  financing  activities was $177,000.00 for the year
Ended  December  31,  2001  and  $809,995.00  for  the  year  ended  December
31, 2000. XRAYMEDIA's  financing  activities  primarily  consisted  of  the sale
of  the  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  cash,  debt  and  outside
advances. XRAYMEDIA  intends to cover its cash needs over the next twelve months
in part through  outside  advances,  but primarily 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.

                                       19
<PAGE>

C.   Capital  Expenditures

XRAYMEDIA  made  no significant  capital  expenditures  on property or equipment
over the periods covered by this report.  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  future  to  complete  this
work.

As  of  March  2002,  XRAYMEDIA's  website  has  passed  its  test stage  and is
operational.  XRAYMEDIA's   estimated  cash  requirements  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  from  revenue  cash  flow.


D.   Income  Tax  Expense  (Benefit)

XRAYMEDIA  has  net  operating  loss  carry  forwards  of  approximately
$5,000,000.00  which  will  expire  from  2013 to 2021. 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.   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.

G.   Year  2000  Compliance

As  of  March  31,  2002,  the Company has not experienced any Y2K or subsequent
problems.

                                       20
<PAGE>

                        ITEM 8.     FINANCIAL STATEMENTS

The  company's financial statements for the fiscal year ended December 31, 2001,
2000  and  (in  part  1999)  are  attached  hereto.

                                       21
<PAGE>

                                  XRAYMEDIA.COM
                       (A COMPANY IN THE DEVELOPMENT STAGE)

                     REPORT ON AUDIT OF FINANCIAL STATEMENTS

                     YEARS ENDED DECEMBER 31, 2001 AND 2000
                         AND PERIOD ENDED MARCH 1, 1994
                      (INCEPTION OF THE DEVELOPMENT STAGE)
                              TO DECEMBER 31, 2001

                                       22
<PAGE>

                                    CONTENTS
                                                                 PAGE

Independent  Auditors'  Report                                      24

FINANCIAL  STATEMENTS

     Balance  Sheets                                                26

     Statements  of  Operations  and  Accumulated  Deficit          27

Statements  of  Stockholders'  Equity                               28 - 29

Statements  of  Cash  Flows                                         30

Notes  to  Financial  Statements                                    31 - 37

                                       23
<PAGE>

                          INDEPENDENT AUDITORS' REPORT

March  30,  2002

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, 2001 and 2000
and  the  related  statements of operations and accumulated deficit, and of cash
flows  for  the  years ended December 31, 2001, 2000, and 1999.  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, 2001, in conformity with accounting principles generally
accepted  in  the  United  States  of  America.

                                       24
<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 H.  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

                                       25
<PAGE>

XRAYMEDIA.COM,  INC.
(A  COMPANY  IN  THE  DEVELOPMENT  STAGE)
BALANCE  SHEETS
DECEMBER  31,  2001  AND  2000

<TABLE>
<CAPTION>
                ASSETS                                              December 31
                                                                               2000
                                                                 2001     (as restated)
----------------------------------------------------------------------------------------
CURRENT ASSETS

<S>                                                         <C>           <C>
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . .  $     2,535   $    42,122
Accounts receivable. . . . . . . . . . . . . . . . . . . .          943         6,643
Prepaid expenses . . . . . . . . . . . . . . . . . . . . .        3,793             0
                                                            ------------  ------------
TOTAL CURRENT ASSETS . . . . . . . . . . . . . . . . . . .        7,271        48,765
                                                            ------------  ------------
FIXED ASSETS
----------------------------------------------------------
Furniture and equipment (Note B)
Cost . . . . . . . . . . . . . . . . . . . . . . . . . . .      289,611       284,658
Accumulated amortization . . . . . . . . . . . . . . . . .      (85,893)      (28,466)
                                                            ------------  ------------
Net. . . . . . . . . . . . . . . . . . . . . . . . . . . .      203,718       256,192
Software License (Note B). . . . . . . . . . . . . . . . .       25,000             0
                                                            ------------  ------------
                                                                228,718       256,192
                                                            ------------  ------------
OTHER ASSETS
----------------------------------------------------------
Security deposit . . . . . . . . . . . . . . . . . . . . .       10,384        10,384
                                                            ------------  ------------
TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . .  $   246,373   $   315,341
                                                            ============  ============
CURRENT LIABILITIES
----------------------------------------------------------
Accrued expenses . . . . . . . . . . . . . . . . . . . . .  $   286,734   $   153,262
Accrued wages payable. . . . . . . . . . . . . . . . . . .       85,850         2,000
Advance from related party (Note C). . . . . . . . . . . .      456,149       296,489
                                                            ------------  ------------
TOTAL CURRENT LIABILITIES. . . . . . . . . . . . . . . . .      828,733       451,751
                                                            ------------  ------------
TOTAL LIABILITIES. . . . . . . . . . . . . . . . . . . . .      828,733       451,751
                                                            ------------  ------------
STOCKHOLDERS' EQUITY <DEFICIT>(Note E)
----------------------------------------------------------
Common Stock, par value $.001; 100,000,000
shares authorized; issued and outstanding 66,280,778 and
  34,330,778 at December 31, 2001 and 2000, respectively..       66,281        34,331
Additional paid in capital . . . . . . . . . . . . . . . .    5,117,755     4,024,455
Deficit at inception date. . . . . . . . . . . . . . . . .     (746,875)     (746,875)
Accumulated deficit during the development stage . . . . .   (4,989,426)   (3,418,226)
Common stock note receivable . . . . . . . . . . . . . . .      (30,095)      (30,095)
                                                            ------------  ------------
TOTAL STOCKHOLDERS' EQUITY <DEFICIT> . . . . . . . . . . .     (582,360)     (136,410)
                                                            ------------  ------------
TOTAL LIABILITIES AND
  STOCKHOLDERS' EQUITY <DEFICIT> . . . . . . . . . . . . .  $   246,373   $   315,341
                                                            ============  ============
</TABLE>
                       See Notes to Financial Statements.

                                       26
<PAGE>

XRAYMEDIA.COM,  INC.
(A  COMPANY  IN  THE  DEVELOPMENT  STAGE)
STATEMENTS  OF  OPERATIONS  AND  ACCUMULATED  DEFICIT
YEAR  ENDED  DECEMBER  31,  2001,  2000  AND  1999
THE  PERIOD  MARCH  1, 1994 (INCEPTION OF THE DEVELOPMENT STAGE)
 TO DECEMBER 31, 2001
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                            March 1, 1994
                                                                            (inception of
                                           Year Ended December 31,      development stage) to
                                                  2000                    December 31,2001
                                    2001      (as restated)      1999      (as restated)
------------------------------------------------------------------------------------------
<S>                             <C>           <C>             <C>          <C>
REVENUE. . . . . . . . . . . .  $         -   $      44,985   $        -   $      44,985


COSTS AND EXPENSES
------------------------------
Personnel Costs. . . . . . . .       92,838          58,861       30,058         520,871
Compensation expense . . . . .      712,300         656,700            -       1,369,000
Occupancy costs. . . . . . . .       61,024          74,187       21,769         215,062
Professional fees. . . . . . .      239,189         318,058      188,238         849,425
Computer costs . . . . . . . .            -          70,626        9,300          94,840
Marketing. . . . . . . . . . .       19,284          50,975            -          79,510
Travel . . . . . . . . . . . .       37,297          93,665       34,341         177,514
Consulting . . . . . . . . . .       78,337         117,167       72,560         268,064
Interest and bank charges. . .       14,112           2,646          478          21,473
Office supplies. . . . . . . .       57,713          98,922        3,991         163,756
Communication. . . . . . . . .       22,012          18,088       53,491         104,228
Insurance. . . . . . . . . . .        6,984          48,347       20,317          77,089
Miscellaneous. . . . . . . . .        4,541           7,946          547          22,086
Transfer fees. . . . . . . . .        2,834           3,161        3,770          13,745
Depreciation and amortization.       57,427          28,466            -         105,104
Bad  debt expense. . . . . . .            -               -            -           5,400
Website/Internet expenses. . .      135,080           7,746       63,094         214,172
Investor relations . . . . . .       30,228          60,563            -          90,791
                                ------------  --------------  -----------  --------------
TOTAL EXPENSES . . . . . . . .    1,571,200       1,716,124      501,954       4,392,130
                                ------------  --------------  -----------  --------------

OTHER INCOME<LOSS>
Dissolution of Corp Reports . .           -               -                     (503,507)
Other (Note G) . . . . . . . .            -               -      296,103        (138,774)
                                ------------  --------------  -----------  --------------
                                          -               -      296,103        (642,281)

NET LOSS . . . . . . . . . . .  $(1,571,200)  $  (1,671,139)  $ (205,851)  $  (4,989,426)
                                ============  ==============  ===========  ==============

BASIC AND DILUTED
LOSS PER SHARE (NOTE A). . . .  $     (0.04)  $       (0.06)  $    (0.07)
                                ============  ==============  ===========

WEIGHTED AVERAGE NUMBER OF
  COMMON SHARES OUTSTANDING. .   44,497,445      27,714,945    2,776,612
                                ============  ==============  ===========
</TABLE>

                       See Notes to Financial Statements.

                                       27
<PAGE>

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, 2001
<TABLE>
<CAPTION>

                                                        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)
Shares issued in exchange for services . . . . . . . .      210,000             210      71,790
Shares issued for note . . . . . . . . . . . . . . . .      150,000             150      29,850
Shares issued for cash . . . . . . . . . . . . . . . .    4,050,000           4,050     805,950
Shares issued under stock performance plan . . . . . .    3,300,000           3,300     656,700
Net loss for year ending 12/31/00

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
Shares issued for debt . . . . . . . . . . . . . . . .    5,900,000           5,900     171,100
Shares issued under section 144 - control position . .   15,000,000          15,000     510,000
Shares issued under stock performance plan . . . . . .    5,950,000           5,950     202,300
Net loss for year ending 12/31/01

BALANCES
December 31, 2001. . . . . . . . . . . . . . . . . . .   66,280,778          66,281   5,117,755    (746,875)

The Company also had other non-cash
investing and financing activities:
                                                                 Years Ended December 31
                                                                           2000
                                                               2001   (as restated)        1999
                                                        -----------  --------------  -----------

Shares issued for services . . . . . . . . . . . . . .  $   215,000  $            -  $        -
Conversion of debt to common stock . . . . . . . . . .      177,000               0           0
Shares issued in exchange for extended business model.            0               0           0
Shares issued under section 144 - control position . .      525,000               0           0
Shares issued for stock performance plan . . . . . . .      208,250         660,000           0
Shares issued in exchange for services . . . . . . . .            0          72,000           0
                                                        -----------  --------------  -----------
                                                        $ 1,125,250  $      732,000  $        -
                                                        ========================================
</TABLE>

                        See Notes to Financial Statements

                                       28
<PAGE>

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, 2001                                                (continued)
<TABLE>
<CAPTION>
                                                                                            Total
                                                           Deficit                       Stockholder's
                                                        Accumulated                         Equity
                                                        During the                          Deficit
                                                        Development         Note
                                                           Stage         Receivable
-------------------------------------------------------------------------------------------------------------
<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.                                           -
Shares issued in exchange for services . . . . . . . .                                      72,000
Shares issued for note . . . . . . . . . . . . . . . .                    (30,095)             (95)
Shares issued for cash . . . . . . . . . . . . . . . .                                     810,000
Shares issued under stock performance plan . . . . . .                                     660,000
Net loss for year ending 12/31/00. . . . . . . . . . .   (1,671,139)                    (1,671,139)

BALANCES
December 31, 2000 (as restated). . . . . . . . . . . .   (3,418,226)      (30,095)        (136,410)

Shares issued
Shares issued for services . . . . . . . . . . . . . .                                     215,000
Shares issued for debt                                                                     177,000
Shares issued under section 144 - control position . .                                     525,000
Shares issued under stock performance plan . . . . . .                                     208,250
Net loss for year ending 12/31/01. . . . . . . . . . .   (1,571,200)                    (1,571,200)

BALANCES
December 31, 2001. . . . . . . . . . . . . . . . . . .   (4,989,426)      (30,095)        (582,360)
</TABLE>

                       See Notes to Financial Statements.

                                       29
<PAGE>

XRAYMEDIA.COM,  INC.
(A  COMPANY  IN  THE  DEVELOPMENT  STAGE)
STATEMENTS  OF  CASH  FLOWS
YEAR  ENDED  DECEMBER  31,  2001,  2000  AND  1999
THE  PERIOD  MARCH  1, 1994 (INCEPTION OF THE DEVELOPMENT STAGE)
 TO DECEMBER 31, 2001
<TABLE>
<CAPTION>

                                                                                                  March 1, 1994
                                                                                                 (inception of
                                                                Year Ended December 31         development stage) to
                                                                          2000                  December 31, 2001
                                                           2001      (as restated)      1999      (as restated)
-----------------------------------------------------------------------------------------------------------------
<S>                                                    <C>           <C>             <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss. . . . . . . . . . . . . . . . . . . . . . .  $(1,571,200)  $  (1,671,139)  $ (205,851)  $  (4,989,426)
Adjustments to reconcile net loss
 to net cash used by operating activities:
Depreciation. . . . . . . . . . . . . . . . . . . . .       57,427          28,466                      105,104
Shares issued in exchange for services
charged to Professional fees. . . . . . . . . . . . .            -          72,000            -          72,000
Shares issued for stock performance plan. . . . . . .      208,250         660,000                      868,250
Shares issued under section 144-control position. . .      525,000                                      525,000
Shares issued for services. . . . . . . . . . . . . .      215,000                                      215,000
Abandonment of furniture & equipment. . . . . . . . .            -               -                       30,809
Bad debt expense. . . . . . . . . . . . . . . . . . .                                                     5,400
Write-off of goodwill . . . . . . . . . . . . . . . .            -               -                      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. . . . . . . . . . . . . . . . . . .      133,472         138,262           75         286,734
Accrued wages payable . . . . . . . . . . . . . . . .       83,850           2,000                       85,850
Advances from related parties . . . . . . . . . . . .      159,660         296,489                      456,149
                                                       ------------  --------------  -----------   -------------

NET CASH  USED FOR OPERATING ACTIVITIES . . . . . . .     (186,634)       (480,565)    (205,776)     (1,884,435)
                                                       ------------  --------------  -----------  --------------

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 . . . . . . .            -         (10,384)                     (10,384)
<Purchase> of  goodwill . . . . . . . . . . . . . . .            -               -                     (464,831)
                                                       ------------  --------------  -----------   -------------

NET CASH (USED) FOR INVESTING ACTIVITIES. . . . . . .      (29,953)       (295,042)           -        (839,846)
                                                       ------------  --------------  -----------  --------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance <repayment> of notes payable . . . . . . . .      177,000                            -       1,703,311
Shares issued for note. . . . . . . . . . . . . . . .                          (95)                         (95)
Sale of common stock. . . . . . . . . . . . . . . . .                      810,000      213,600       1,023,600
                                                       ------------  --------------  -----------  --------------
NET CASH PROVIDED  BY FINANCING
 ACTIVITIES . . . . . . . . . . . . . . . . . . . . .      177,000         809,905      213,600       2,726,816
                                                       ------------  --------------  -----------  --------------

NET INCREASE <DECREASE> IN CASH . . . . . . . . . . .      (39,587)         34,298        7,824           2,535

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

CASH, end of period . . . . . . . . . . . . . . . . .  $     2,535   $      42,122   $    7,824   $       2,535
                                                       ============  ==============  ===========  ==============

SUPPLEMENTAL DISCLOSURE:
Noncash investing and financing activities

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

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

                       See Notes to Financial Statements.

                                       30
<PAGE>

XRAYMEDIA.COM,  INC.
(A  COMPANY  IN  THE  DEVELOPMENT  STATE)
NOTES  TO  THE  FINANCIAL  STATEMENTS
YEARS  ENDED  DECEMBER  31,  2001,  2000  AND  1999


NOTE  A  -  ORGANIZATION  AND  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

Organization


In  April  2000,  the  Company  changed  its  name  to  XRAYMEDIA.COM.

The  Company  was  incorporated  in the United States and operates in Vancouver,
B.C.  and  New York.  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 generally accepted
accounting principles 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.

                                       31
<PAGE>

XRAYMEDIA.COM,  INC.
(A  COMPANY  IN  THE  DEVELOPMENT  STATE)
NOTES  TO  THE  FINANCIAL  STATEMENTS
YEARS  ENDED  DECEMBER  31,  2001,  2000  AND  1999


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 (2001-44,497,445 ;2000-27,714,945;
1999-2,776,612).

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  2001,  2000, and 1999 only the minimum state taxes were paid.   No taxes are
payable  for  the  year  ended  December  31,  2001.

f.  Functional  Currency

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

                                       32
<PAGE>


XRAYMEDIA.COM,  INC.
(A  COMPANY  IN  THE  DEVELOPMENT  STATE)
NOTES  TO  THE  FINANCIAL  STATEMENTS
YEARS  ENDED  DECEMBER  31,  2001,  2000  AND  1999


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

Summary  of  Significant  Accounting  Principles  (Continued)

g.  Impact  of  Accounting  Standards

In June 2001, the FASB issued SFAS No. 141, "Business Combinations" and SFAS No.
142  "Goodwill  and  Other  Intangible  Assets."  Under these new standards, all
acquisitions  subsequent  to  June  30,  2001  must  be  accounted for under the
purchase method of accounting and purchased goodwill is no longer amortized over
its  useful  life.  Instead,  goodwill  will be subject to a periodic impairment
test  based  upon  its  value.   The  Company  does not expect any effect on its
financial position or results of operations from the adoption of this statement.
In  August  2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations."  SFAS  143  establishes  accounting  standards for recognition and
measurement  of  a  liability  for  the  costs  of  asset  retirement
obligations.  Under SFAS 143, the costs of retiring an asset will be recorded as
a  liability  when  the  retirement  obligation arises, and will be amortized to
expense  over  the  life of the asset. The Company does not expect any effect on
its  financial  position  or  results  of  operations  from the adoption of this
statement.  In  October  2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment  or  Disposal  of  Long-Lived  Assets."  SFAS 144 addresses financial
accounting and reporting for the impairment or disposal of long-lived assets and
discontinued operations. The Company does not expect any effect on its financial
position  or  results  of  operations  from  the  adoption  of  this  statement.

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  $5,000,000.  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).

                                       33
<PAGE>

XRAYMEDIA.COM,  INC.
(A  COMPANY  IN  THE  DEVELOPMENT  STATE)
NOTES  TO  THE  FINANCIAL  STATEMENTS
YEARS  ENDED  DECEMBER  31,  2001,  2000  AND  1999

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


Summary  of  Significant  Accounting  Principles  (Continued)


i.  Reclassification


Certain  2000  and  1999  amounts  have  been  reclassified to conform with 2001
classifications.

NOTE  B  -  FURNITURE  AND  EQUIPMENT


Property  and  equipment  at  December  31,  2001  and  2000  consisted  of:

                                           2001               2000
Furniture and equipment                  $289,611          $284,658
Software License                           25,000
Less: Accumulated depreciation            (85,893)          (28,466)

Furniture and equipment, net             $228,718          $256,192
                                         ===========================

Depreciation  expense  for the year ended December 31, 2001 and 2000 was $57,427
and  $28,466,  respectively.

NOTE  C  -  RELATED  PARTY  TRANSACTIONS

A  shareholder  and  close  friend  of  the President has advanced money without
interest to the Company during the years ended 2001 and 2000 to be used in daily
operations.  Additionally,  5,900,000 shares were issued to the related party in
consideration  of  forgiveness  of  advances.  The  shares issued were valued at
$0.03  per  share  for  a  total  amount  of  $177,000.

                                       34
<PAGE>

XRAYMEDIA.COM,  INC.
(A  COMPANY  IN  THE  DEVELOPMENT  STATE)
NOTES  TO  THE  FINANCIAL  STATEMENTS
YEARS  ENDED  DECEMBER  31,  2001,  2000  AND  1999

NOTE  D  -  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
year ended December 31, 2001 and 2000 5,950,000 and 3,300,000 shares were issued
of  common  stock  under  the  stock  performance  plan,  respectively.

NOTE  E  -  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 year ended December 31, 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 $177,000 and
$215,000  for  services.

During  the  year  ended December 31, 2001 stock was issued to its President and
Director, Raymond Dabney in recognition of services performed.  The total number
of  shares  issued  was  15,000,000,  valued  at  $0.035  per  share.

NOTE  F  -  NET  OPERATING  LOSS  CARRY  FORWARD

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

                                       35
<PAGE>

XRAYMEDIA.COM,  INC.
(A  COMPANY  IN  THE  DEVELOPMENT  STATE)
NOTES  TO  THE  FINANCIAL  STATEMENTS
YEARS  ENDED  DECEMBER  31,  2001,  2000  AND  1999


NOTE  F  -  NET  OPERATING  LOSS  CARRY  FORWARD  (Continued)

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
future  years.  The valuation allowance increased by $628,480 for the year ended
December  31,  2001.

NOTE  G  -OTHER  INCOME

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

NOTE  H  -  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  I  -  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.

NOTE J - SUBSEQUENT EVENTS

Subsequent to year end the Company issued 1,000,000 shares for debt, 3,000,000
for services, 7,500,000 for services provided by the President, and 2,750,000
for the stock performance plan.  The fair market value of the issuances is
$70,000 for debt, $180,000 for services, $525,000 for services provided by
the President, and $144,500 for the stock performance plan.


                                       36
<PAGE>

XRAYMEDIA.COM,  INC.
(A  COMPANY  IN  THE  DEVELOPMENT  STATE)
NOTES  TO  THE  FINANCIAL  STATEMENTS
YEARS  ENDED  DECEMBER  31,  2001,  2000  AND  1999

NOTE  I  -  CORRECTION  OF  ERROR  (Continued)

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.

                                       37
<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                     37              President,  Chief  Executive
Officer  and  Director
--------------------------------------------------------------------------------
Meir  Kahtan                        44              Director
--------------------------------------------------------------------------------
Gord  Woodward                      42              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.

                                       38
<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, and
2001  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)
--------------------------------------------------------------------------------
Meir  Kahtan         1999         0         0               0               0
Director             2000    50,622         0               0               0
                     2001    68,348         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.

                                       39
<PAGE>

                            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, 2002, 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                   47,215,000                    58.6%
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                      3.1%
Stock                         555  Burrard  Street,
                              Suite  900
                              Vancouver,  B.C.,  Canada
                              V7X  1M9
---------------------------------------------------------------------------------------------------------
Common                        All  Executive  Officers  and    49,735,000                     61.7%
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

                                       40
<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 2001, Mr. Raymond Dabney was issued 15,000,000 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]

                                       41
<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  8th  day  of April, 2002.

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  8,  2002.
     Raymond  Dabney

                                       42
<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).
--------------------------------------------------------------------------------

                                       43
<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).
--------------------------------------------------------------------------------

                                       44
<PAGE>

                         CONSENT OF INDEPENDENT AUDITOR

Exhibit  23


Bendinger  &  Company
1850  Mount  Diablo  Blvd.,  Suite  610
Walnut  Creek,  California  94596


CONSENT  OF  INDEPENDENT  CERTIFIED  PUBLIC  ACCOUNTANTS

Bedinger & Company

1850 Mt. Diablo, Blvd., Suite 610
Walnut Creek, California


April 15, 2002


CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


We hereby consent to use in this Form 10 - SB/A-2 of our report dated
March 30, 2002, relating to the financial statements of Xraymedia.com for
the years ended December 31, 2001 and 2000.

Bedinger & Company
Certified Public Accountants

                                       45
<PAGE>