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

                                   Form 10-QSB

(Mark One)
[X]      Quarterly  Report  Pursuant  to Section  13 or 15(d) of the  Securities
         Exchange Act of 1934 For the Quarterly Period ended March 31, 2001

                                       or

[ ]      Transition  Report  Pursuant  to Section 13 or 15(d) of the  Securities
         Exchange Act of 1934 For the transition period from to

Commission file no.


                        EDUMEDIA SOFTWARE SOLUTIONS CORP.
      ---------------------------------------------------------------------
                 (Name of small business issuer in its charter)


                             ICON ACQUISITION CORP.
                       ----------------------------------
                                  (Former name)

              New York                                     58-2588408
              --------                                     ----------
   (State  or other  jurisdiction  of                    (IRS  Employer
    incorporation or organization)                      Identification No.)


110 Roosevelt Boulevard, Suite 101, Marmora, NJ            08223
(Address of principal executive offices)                 (Zip Code)

Issuer's telephone number is (609) 390-0900

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act: None

Title of each Class                              Name of each Exchange on which
to be so Registered:                             each Class is to be Registered:
--------------------                             -------------------------------
     NONE                                        NOT APPLICABLE


Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Securities  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 past 90 days.
Yes [X] No [ ]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B 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  revenues  for the  fiscal  year  ending  December  31,  2000 were
approximately $328,000.

As of April 1, 2001, the issuer had a total of 13,713,509 shares of Common Stock
outstanding.

                  Transitional Small Business Disclosure Format
                           (Check One): Yes [ ] No [X]

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                              FINANCIAL STATEMENTS

EDUMEDIA SFTWARE SOLUTIONS CORP.
BALANCE SHEET
AS OF MARCH 31, 2001
--------------------------------------------------------------------------------

                                                            Mar 31, '01
                                                          --------------
ASSETS
      Current Assets
          Checking/Savings
              1000  Ocean City Home Bank 980187017              3,041.41
              1005  PNC Edumedia Software Solutions             3,786.90
                                                          --------------
          Total Checking/Savings                                6,828.31
          Accounts Receivable
              1100  Accounts Receivable                           621.66
                                                          --------------
          Total Accounts Receivable                               621.66
          Other Current Assets
              Due From E-Digital                               52,487.24
              Due From Edumedia, Inc.                       1,620,728.00
              1120  *Inventory Asset                            2,413.70
                                                          --------------
          Total Other Current Assets                        1,675,628.94
                                                          --------------
      Total Current Assets                                  1,683,078.91
                                                          --------------
TOTAL ASSETS                                                1,683,078.91
                                                          ==============
LIABILITIES & EQUITY
      Liabilities
          Current Liabilities
              Accounts Payable
                  2000  Accounts Payable                        4,059.93
                                                          --------------
              Total Accounts Payable                            4,059.93
              Other Current Liabilities
                  Current Liabilities, Edumedia,            1,479,203.00
                  2100  Payroll Liabilities                    35,623.84
                  2200  Sales Tax Payable                         913.47
                                                          --------------
              Total Other Current Liabilities               1,515,740.31
                                                          --------------
          Total Current Liabilities                         1,519,800.24
          Long Term Liabilities
              2253  SBA Loan                                  140,525.00
                                                          --------------
          Total Long Term Liabilities                         140,525.00
                                                          --------------
      Total Liabilities                                     1,660,325.24
      Equity
          2500  Retained Earnings                                 709.30
          Net Income                                          (38,091.22)
          3012  Distributions                                 (55,434.41)
          4015  Stock Subscriptions                           115,570.00
                                                          --------------
      Total Equity                                             22,753.67
                                                          --------------
TOTAL LIABILITIES & EQUITY                                  1,683,078.91
                                                          ==============

                                       2
<PAGE>

EDUMEDIA SOFTWARE SOLUTIONS CORP.
PROFIT AND LOSS
JANUARY THROUGH MARCH 2001
--------------------------------------------------------------------------------

                                                Jan - Mar '01
                                               ---------------
          Income
              4000  Sales                            11,417.45
                                               ---------------
          Total Income                               11,417.45
          Cost of Goods Sold
              5000  Cost of Goods Sold                6,097.54
                                               ---------------
          Total COGS                                  6,097.54
                                               ---------------
      Gross Profit                                    5,319.91
          Expense
              6020  Automobile Expense                2,272.33
              6025  Bank Service Charges                513.61
              6030  Commissions Paid                  6,000.00
              6075  Insurance                         3,249.08
              6095  Marketing & Advertising              16.52
              6100  Miscellaneous                       174.74
              6105  Office Expense                    2,235.70
              6115  Postage and Delivery                568.29
              6120  Professional Fees                12,828.94
              6130  Telephone                         4,863.07
              6135  Travel & Entertainment            2,005.60
              6140  Utilities                         1,384.61
              6560  Payroll Expenses                  7,298.64
              6999  Uncategorized Expenses                0.00
                                               ---------------
          Total Expense                              43,411.13
                                               ---------------
Net Income                                          (38,091.22)
                                               ===============


                                       3
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            MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

FORWARD LOOKING STATEMENTS

This  Report  includes  forward-looking  statements  within  the  meaning of the
Securities Exchange Act of 1934 (the "Exchange Act"). These statements are based
on management's beliefs and assumptions,  and on information currently available
to management.  Forward-looking  statements  include the information  concerning
possible or assumed  future results of operations of the Company set forth under
the heading "Management's Discussion and Analysis of Financial Condition or Plan
of Operation." Forward-looking statements also include statements in which words
such  as  "expect,"   "anticipate,"  "intend,"  "plan,"  "believe,"  "estimate,"
"consider" or similar expressions are used.

Forward-looking  statements  are not  guarantees  of  future  performance.  They
involve risks,  uncertainties and assumptions.  The Company's future results and
shareholder   values  may  differ  materially  from  those  expressed  in  these
forward-looking statements.
Readers  are  cautioned  not  to  put  undue  reliance  on  any  forward-looking
statements.

Results of Operations

For First Quarter, year 2001 the EDUMEDIA SOFTWARE SOLUTIONS CORP. (Edumedia; or
the "Company") engaged in a private placement offering. The Securities are being
offered by the Company  through its Officers and  Directors on a "Best  Efforts"
basis,  pursuant  to a  non-public  offering  exemption  from  the  registration
requirements  imposed by the  Securities Act of 1933,  under  Regulation D, Rule
506,  as amended  ("1933  Act").  The  Securities  may also be offered  and sold
through broker-dealers  ("Participating  Broker-Dealers") who are members of the
National Association of Securities Dealers, Inc. ("NASD").

                                   Price to       Proceeds to
                                   Investors      Company
                                   ---------      -------
          Per Share:               $1.00          $0.85

          Maximum Offering Amount: $4,000,000     $3,400,000

The  purchase  price is payable by check at the time an  investor  executes  the
Subscription Agreement and Confidential Purchaser Questionnaire.

2 All funds received will be made  immediately  available to the Company for use
as working capital (See "Use of Proceeds"). The Offering will continue until the
earlier of the receipt of US$4,000,000 or September 7, 2001,  unless extended in
the sole  discretion  of the Company.  Any  extension  may be  accompanied  by a
supplement  to this Offering  Memorandum  if the same is deemed  material by the
Company.

                                       4
<PAGE>

3 The total proceeds hereunder will go to the Company with respect to all Shares
sold, but before  deduction for legal,  accounting,  printing,  finder,  travel,
selling and other expenses of the Offering  estimated at approximately  $600,000
(See "Use of Proceeds").

Any funds  received have become  immediately  available for  utilization  by the
Company for its own benefit. Uses of funds are as follows:

The Company  anticipates  meeting its working capital needs during year 2002 and
thereafter primarily with revenues from operations.  Until that time, Management
anticipates  the need for  approximately  US$3,000,000-$4,000,000  in additional
capital  to  continue  product  development,  marketing  and sales  growth,  for
distribution of its  educational  software and hardware  products,  and to cover
costs of meeting its reporting  obligations  under the Exchange  Act,  including
legal and  accounting  expenses.  The  Company  will seek to borrow  these funds
and/or raise such funds through  either the public or private sale of its common
stock. No assurances can be given that such financing will be available, or that
it can be  obtained  on terms  satisfactory  to the  Company,  if at all. If the
Company is unable to secure  financing  from the sale of its  securities or from
private lenders, management believes that the Company will be constrained in its
product  development  and  marketing  efforts  until  revenu!  es  from  current
operations incre ase over time during the year 2001.

Management  feels that while $1 million is the minimal amount of funds needed to
continue  revenue  growth during 2001 without  engaging in  proprietary  product
development,  the optimal  amount needed,  based on  management's  analysis,  is
approximately $4 million within next six (6) months of year 2001, which would be
used to  substantially  expand the Digital  Portfolio  and  Assessment  software
product's presence in US and international  markets.  A better  understanding of
the  Company's  future  investment  goals and  strategy  can be gleaned from the
following projected use of proceeds from any future equity offering:

EXPENDITURE AMOUNT/PERCENTAGE

R & D Expense                      $ 1,400,000              40.0%
Working Capital                    $   700,000              20.0%
Sales, Marketing & Advertising     $   350,000              10.1%
Professional Fees                  $   100,000               2.9%
Short Term Liabilities             $   750,000              21.5%
Long Term Liabilities              $     5,000               0.1%
Tax Liabilities                    $   175,000               5.0%
                                   -----------              -----
TOTAL                              $ 3,480,000               100%

The  amounts  set forth  above are only an  estimate.  The  Company is unable to
predict  precisely what amount will be used for any particular  purpose.  To the
extent  the  proceeds  received  are  inadequate  in any  area of  expenditures,
supplemental amounts may be drawn from working capital, if any. Conversely,  any
amounts not  required for  proposed  expenditures  will be retained and used for
working capital.  Should the proceeds actually received, if any, be insufficient
to accomplish the purposes set forth above,  the Company may be required to seek
other sources to finance the Company's  operations,  including individuals
and commercial lenders.

Unregistered Offering:

The  Securities  are not being  registered  and may not be sold  unless they are
registered  under  applicable  Federal and State securities laws or an exemption
from such laws is available.

Number of Shares currently outstanding:

13,415,336 Prior to this Offering
17,415,336 Upon completion of this Offering on a fully-diluted basis

                                       5
<PAGE>

Additional Financing:

The  Company  does not  have  the  funds to  provide  for the  expansion  of its
infrastructure and its sales and marketing efforts.  The Company intends to have
its  shares  trading  on the OTC  bulletin  board or other  securities  exchange
sometime in 2001,  upon  selection  and  approval of a  comprehensive  financing
strategy.  Although the Company is engaged in negotiations  with a broker-dealer
to make a market  for the  Company's  shares,  it has not,  however,  signed any
agreement  with any company or  underwriter  to complete such  transaction,  and
there can be no assurance that one will be consummated.  In addition,  if all or
most of the maximum number of the Shares being offered are not  subscribed  for,
the  Company  will most likely need to  commence  another  financing  in 2001 to
permit it to pursue its business objectives pending such a transaction. There is
no  assurance,  however,  that any such  additional  interim  financing  will be
available in the amount needed, if at all. SECURITY OWNERSHIP:

The  following  table sets forth,  as of December 31, 2000 the  ownership of the
Company's Common Stock, and the anticipated ownership after the Offering.

Name of                          Shares         % Before         % After
Beneficial Owner/Shareholder     Owned          Offering         Offering
----------------------------     -----          --------         --------
Daglis, John*                    3,891,573      29.01%           22.35%

Karavangelos, George             1,069,166       7.97%            6.14%

Faircloth, Grady (D)             0               0.00%            0.00%

Gorgo, Joseph (O)                0               0.00%            0.00%


Total Directors and Officers     4,960,739      36.98%           28.48%

Other Significant Holders
(over 5%)
-------------------------
Papaspanos, Kostas               1,222,900       9.12%            7.02%


Shares in current Offering       4,000,000      22.97%4

4 Assumes all Securities offered in this Offering are sold as provided herein.
5 Founder and Chairman for the Company; shares issued as founder's shares.

The company's first quarter reports  submitted with this filing are not audited,
or reviewed by any  independent  accountant,  and are internally  prepared.  The
Company  has  total  assets of $  1,683,078.91  as of March  31,  2001.  This is
principally  represented by $ 1,620,728.00  from the merger with Edumedia,  Inc.
which also  contained  $ 52,487.24  from  E-Digital  Communications  Corporation
included in the company's prior consolidated financial reports. These assets may
be in jeopardy at this time due to the  litigation  that is  currently  in place
with  Edumedia,  Inc.  Current  Liabilities  of the  company,  inclusive  of the
litigation  total $ 1,515,740.31  as of March 31, 2001, and $ 140,525.00 in long
term debt.

The Company  experienced a net loss of $ 38,091.22 during the three month period
ending March 31, 2001. This loss is principally due to the fact that the company
could not generate enough positive cash flow to meet overhead  requirements  and
maintain orders on hand.

                                       6
<PAGE>

2. Liquidity and Capital Requirements

The Company's capital requirements have been and will continue to be significant
due to, among other  things,  maintaining  its ability  continue  business.  The
Company's  continued  existence  is  dependent  upon its  ability to resolve its
liquidity problems, principally by funding from sales, and generating sufficient
revenues to become profitable.  During the interim, the company will continue to
operate  on  internally  generated  cash  flow and raise  funds in it's  current
private placement, as it contemplates various debt and equity financings.  There
can be no  assurance  that any  additional  financing  will be  available to the
Company when needed, on commercially  reasonable terms, or at all. Any inability
to obtain additional  financing when needed would have a material adverse effect
on the Company's business, financial condition and results of operations.



                                       7
<PAGE>


                                   SIGNATURES

In  accordance  with  Section 13 or 15(d) of the  Securities  Exchange  Act, the
registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereunto duly authorized this 22ND day of May 2001.

Edumedia Software Solutions Corporation


By: /s/ John Daglis
-------------------
        John Daglis, CEO (Principal Executive Officer)

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.

Dated this 22nd day of May 2001


By: /s/ John Daglis
-------------------
        John Daglis, President, CEO and Director


By: /s/ Grady Fairclot
----------------------
        Grady Faircloth, Director


By: /s/ Joseph Gorgo
--------------------
        Joseph Gorgo, Director


By: /s/ George Karavangelos
---------------------------
        George Karavangelos, Director


                                       8
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