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U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-QSB



(MARK ONE)

|x | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------



For the quarterly period ended September 30, 2003



| ̈ | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
|- | ---------------------------------------------------------------



Commission file number: 000-21235



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BARPOINT.COM, INC.



|DELAWARE                                                 |  | 11-2780723                             
|-------------------------------------------------------- |  | ---------------------------------------
|(STATE OR JURISDICTION OF INCORPORATION OR ORGANIZATION) |  | (I.R.S. EMPLOYER IDENTIFICATION NUMBER)



800 Corporate Drive

Suite 600

Ft.
Lauderdale, Florida 33334

(Address of Principal Executive Offices)



(954) 492-4003

(Issuers Telephone Number, Including Area Code)



(Former Name, Former Address and Former Fiscal Year,

if Changed Since Last Report)



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Check whether the issuer: (1) has 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 ̈



State the number of shares outstanding of each of issuers classes of common equity, as of November 13, 2003:



|Title of Class                |  | Number of Shares
|----------------------------- |  | ----------------
|Common Stock, par value $.001 |  | 18,647,099      



Transitional Small
Business Disclosure Format (check one):    Yes ̈No  x



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PART I - FINANCIAL INFORMATION



Item 1. Financial Statements.



Bar Point.com, Inc. and Subsidiaries

(A Development Stage Company)

Condensed Consolidated Balance Sheets



|                                                                                                                                                             |  | September 30,2003(Unaudited) |             |   | December 31,2002 |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ---------------------------- | ----------- | - | ---------------- | -
|ASSETS                                                                                                                                                       |  |                              |             |   |                  |  
|CURRENT ASSETS                                                                                                                                               |  |                              |             |   |                  |  
|Cash and cash equivalents                                                                                                                                    |  | $                            | 4,275,736   |   |                  | $
|Marketable securities                                                                                                                                        |  |                              | 227,323     |   |                  |  
|Prepaid expenses                                                                                                                                             |  |                              | 48,273      |   |                  |  
|Other current assets                                                                                                                                         |  |                              | 12,000      |   |                  |  
|                                                                                                                                                             |  |                              |             |   |                  |  
|Total Current Assets                                                                                                                                         |  |                              | 4,563,332   |   |                  |  
|                                                                                                                                                             |  |                              |             |   |                  |  
|PROPERTY AND EQUIPMENT                                                                                                                                       |  |                              | 177,390     |   |                  |  
|                                                                                                                                                             |  |                              |             |   |                  |  
|TOTAL ASSETS                                                                                                                                                 |  | $                            | 4,740,722   |   |                  | $
|                                                                                                                                                             |  |                              |             |   |                  |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                         |  |                              |             |   |                  |  
|CURRENT LIABILITIES                                                                                                                                          |  |                              |             |   |                  |  
|Accounts payable and accrued expenses                                                                                                                        |  | $                            | 165,587     |   |                  | $
|Income taxes payable                                                                                                                                         |  |                              | 475,520     |   |                  |  
|Current portion of obligations under capital leases                                                                                                          |  |                              | 201,054     |   |                  |  
|                                                                                                                                                             |  |                              |             |   |                  |  
|Total Current Liabilities                                                                                                                                    |  |                              | 842,161     |   |                  |  
|                                                                                                                                                             |  |                              |             |   |                  |  
|TOTAL LIABILITIES                                                                                                                                            |  |                              | 842,161     |   |                  |  
|                                                                                                                                                             |  |                              |             |   |                  |  
|CONTINGENCIES                                                                                                                                                |  |                              |             |   |                  |  
|                                                                                                                                                             |  |                             
|STOCKHOLDERS EQUITY                                                                                                                                         |  |                              |             |   |                  |  
|Preferred stock: $.001 par value; authorized 5,000,000 shares; 3 issued and outstanding                                                                      |  |                              |            |   |                  |  
|Common stock: $.001 par value; authorized 100,000,000 shares; issued and outstanding of 18,647,099 at September 30, 2003 and
18,642,599 at December 31, 2002 |  |                              | 18,647      |   |                  |  
|Additional paid in capital                                                                                                                                   |  |                              | 34,435,428  |   |                  |  
|Deficit accumulated during development stage                                                                                                                 |  |                              | (30,674,126 | ) |                  |  
|Accumulated other comprehensive income (loss)                                                                                                                |  |                              | 118,612     |   |                  |  
|                                                                                                                                                             |  |                              |             |   |                  |  
|Total Stockholders Equity                                                                                                                                   |  |                              | 3,898,561   |   |                  |  
|                                                                                                                                                             |  |                              |             |   |                  |  
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                   |  | $                            | 4,740,722   |   |                  | $
|                                                                                                                                                             |  |                              |             |   |                  |  



See notes to
Condensed Consolidated Financial Statements



2



---

BarPoint.com, Inc. and Subsidiaries

(A Development Stage Company)

Condensed Consolidated Statements of Operations

(Unaudited)



|                                                                      |  | Three Months Ended September 30, |            |   | Nine Months Ended September 30, |   |            | For the Periodfrom October 1, 1998 (date ofinception)through September 30 ,2003 | 
|--------------------------------------------------------------------- |  | -------------------------------- | ---------- | - | ------------------------------- | - | ---------- | ------------------------------------------------------------------------------- | 
|                                                                      |  | 2003                             |            |   | 2002                            |   |            | 2003                                                                            | 
|Revenue                                                               |  |                                  |            |   |                                 |   |            |                                                                                 | 
|BarPoint services and related sales                                   |  | $                                |           |   |                                 | $ |           |                                                                                 | 
|Applications                                                          |  |                                  |           |   |                                 |   | 14,969     |                                                                                 | 
|                                                                      |  |                                  |            |   |                                 |   |            |                                                                                 | 
|Total Revenue                                                         |  |                                  |           |   |                                 |   | 14,969     |                                                                                 | 
|Cost of sales                                                         |  |                                  |           |   |                                 |   | 619        |                                                                                 | 
|                                                                      |  |                                  |            |   |                                 |   |            |                                                                                 | 
|Gross profit                                                          |  |                                  |           |   |                                 |   | 14,350     |                                                                                 | 
|                                                                      |  |                                  |            |   |                                 |   |            |                                                                                 | 
|Operating Expenses:                                                   |  |                                  |            |   |                                 |   |            |                                                                                 | 
|Selling, general and administrative                                   |  |                                  | 507,405    |   |                                 |   | 983,781    |                                                                                 | 
|Research and development                                              |  |                                  |           |   |                                 |   |           |                                                                                 | 
|Depreciation and amortization                                         |  |                                  | 19,775     |   |                                 |   | 606,744    |                                                                                 | 
|Restructuring charges                                                 |  |                                  |           |   |                                 |   |           |                                                                                 | 
|                                                                      |  |                                  |            |   |                                 |   |            |                                                                                 | 
|Total Operating Expenses                                              |  |                                  | 527,180    |   |                                 |   | 1,590,525  |                                                                                 | 
|                                                                      |  |                                  |            |   |                                 |   |            |                                                                                 | 
|Loss from operations                                                  |  |                                  | (527,180   | ) |                                 |   | (1,576,175 | )                                                                               | 
|                                                                      |  |                                  |            |   |                                 |   |            |                                                                                 | 
|Other Income:                                                         |  |                                  |            |   |                                 |   |            |                                                                                 | 
|Interest and other income                                             |  |                                  | 6,950      |   |                                 |   | 279,932    |                                                                                 | 
|Net (losses) gains on sales of marketable securities and other assets |  |                                  | 64,400     |   |                                 |   | (26,502    | )                                                                               | 
|                                                                      |  |                                  |            |   |                                 |   |            |                                                                                 | 
|Total Other Income                                                    |  |                                  | 71,350     |   |                                 |   | 253,430    |                                                                                 | 
|                                                                      |  |                                  |            |   |                                 |   |            |                                                                                 | 
|Loss before income tax benefit                                        |  |                                  | (455,830   | ) |                                 |   | (1,322,745 | )                                                                               | 
|Income tax benefit                                                    |  |                                  |           |   |                                 |   |           |                                                                                 | 
|                                                                      |  |                                  |            |   |                                 |   |            |                                                                                 | 
|Net loss                                                              |  | $                                | (455,830   | ) |                                 | $ | (1,322,745 | )                                                                               | 
|                                                                      |  |                                  |            |   |                                 |   |            |                                                                                 | 
|Loss per common share                                                |  |                                  |            |   |                                 |   |            |                                                                                 | 
|Basic and Diluted                                                     |  | $                                | (0.02      | ) |                                 | $ | (0.07      | )                                                                               | 
|                                                                      |  |                                  |            |   |                                 |   |            |                                                                                 | 
|Weighted average common shares outstanding Basic and Diluted         |  |                                  | 18,647,099 |   |                                 |   | 18,638,099 |                                                                                 | 
|                                                                      |  |                                  |            |   |                                 |   |            |                                                                                 | 



See notes to
Condensed Consolidated Financial Statements.



3



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BarPoint.com Inc. and Subsidiaries

(A Development Stage Company)

Condensed Consolidated Statements of Cash Flows

(Unaudited)



|                                                                                          |  | Nine Months Ended September 30, |            |   | For the Period from October 1, 1998 (date of inception) throughSeptember 30, 2003 |  
|----------------------------------------------------------------------------------------- |  | ------------------------------- | ---------- | - | --------------------------------------------------------------------------------- | -
|                                                                                          |  | 2003                            |            |   | 2002                                                                              |  
|OPERATING ACTIVITIES:                                                                     |  |                                 |            |   |                                                                                   |  
|Net loss                                                                                  |  | $                               | (1,640,472 | ) |                                                                                   | $
|Adjustments to reconcile net loss to net cash used in operating activities:               |  |                                 |            |   |                                                                                   |  
|Depreciation and amortization                                                             |  |                                 | 58,680     |   |                                                                                   |  
|Impairment of property and equipment                                                      |  |                                 |           |   |                                                                                   |  
|Amortization of warrants issued in exchange for services                                  |  |                                 |           |   |                                                                                   |  
|Amortization of deferred compensation                                                     |  |                                 |           |   |                                                                                   |  
|Provision for doubtful accounts                                                           |  |                                 |           |   |                                                                                   |  
|Write-off of licensing fee                                                                |  |                                 |           |   |                                                                                   |  
|Impairment of goodwill                                                                    |  |                                 |           |   |                                                                                   |  
|Non-cash portion of restructuring charges                                                 |  |                                 |           |   |                                                                                   |  
|Inventory Write-down                                                                      |  |                                 |           |   |                                                                                   |  
|Issuance of common stock in exchange for services                                         |  |                                 |           |   |                                                                                   |  
|Issuance of stock options as settlement of a claim                                        |  |                                 |           |   |                                                                                   |  
|Issuance of stock options as compensation                                                 |  |                                 |           |   |                                                                                   |  
|Issuance of stock options below market price                                              |  |                                 |           |   |                                                                                   |  
|Non cash administration expenses                                                          |  |                                 |           |   |                                                                                   |  
|Loss on sale of property and equipment                                                    |  |                                 |           |   |                                                                                   |  
|Loss (Gain) on sale of marketable securities                                              |  |                                 | (54,581    | ) |                                                                                   |  
|Impairment charges on marketable securities                                               |  |                                 |           |   |                                                                                   |  
|Deferred income tax (benefit)                                                             |  |                                 |           |   |                                                                                   |  
|Changes in operating assets and liabilities:                                              |  |                                 |            |   |                                                                                   |  
|Certificates of deposit                                                                   |  |                                 |           |   |                                                                                   |  
|Accounts receivable                                                                       |  |                                 |           |   |                                                                                   |  
|Income taxes receivable                                                                   |  |                                 |           |   |                                                                                   |  
|Inventories                                                                               |  |                                 |           |   |                                                                                   |  
|Prepaid expenses                                                                          |  |                                 | 157,975    |   |                                                                                   |  
|Other assets                                                                              |  |                                 | 5,225      |   |                                                                                   |  
|Accounts payable and accrued expenses                                                     |  |                                 | (170,203   | ) |                                                                                   |  
|                                                                                          |  |                                 |            |   |                                                                                   |  
|Net Cash Used in Operating Activities                                                     |  |                                 | (1,643,376 | ) |                                                                                   |  
|                                                                                          |  |                                 |            |   |                                                                                   |  
|INVESTING ACTIVITIES:                                                                     |  |                                 |            |   |                                                                                   |  
|Proceeds from sales of marketable securities                                              |  |                                 | 191,365    |   |                                                                                   |  
|Purchases of property and equipment                                                       |  |                                 |           |   |                                                                                   |  
|Software development costs                                                                |  |                                 |           |   |                                                                                   |  
|Purchases of marketable securities                                                        |  |                                 |           |   |                                                                                   |  
|Proceeds from sale of property and equipment                                              |  |                                 |           |   |                                                                                   |  
|Acquisition costs                                                                         |  |                                 |           |   |                                                                                   |  
|Cash received in acquisition                                                              |  |                                 |           |   |                                                                                   |  
|                                                                                          |  |                                 |            |   |                                                                                   |  
|Net Cash Provided by Investing Activities                                                 |  |                                 | 191,365    |   |                                                                                   |  
|                                                                                          |  |                                 |            |   |                                                                                   |  
|FINANCING ACTIVITIES:                                                                     |  |                                 |            |   |                                                                                   |  
|Private placements of common stock                                                        |  |                                 |           |   |                                                                                   |  
|Proceeds from subscription receivable                                                     |  |                                 |           |   |                                                                                   |  
|Proceeds from exercise of warrants                                                        |  |                                 |           |   |                                                                                   |  
|Payment of capital lease obligations                                                      |  |                                 |           |   |                                                                                   |  
|Payment of common stock dividends                                                         |  |                                 |           |   |                                                                                   |  
|Proceeds from sale of common stock to employees                                           |  |                                 | 540        |   |                                                                                   |  
|Payments to cancel warrants                                                               |  |                                 |           |   |                                                                                   |  
|Proceeds from exercise of stock options                                                   |  |                                 |           |   |                                                                                   |  
|                                                                                          |  |                                 |            |   |                                                                                   |  
|Net Cash Provided by (Used in) Financing Activities                                       |  |                                 | 540        |   |                                                                                   |  
|                                                                                          |  |                                 |            |   |                                                                                   |  
|NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                                      |  |                                 | (1,451,471 | ) |                                                                                   |  
|CASH AND CASH EQUIVALENTS - beginning of period                                           |  |                                 | 5,727,207  |   |                                                                                   |  
|                                                                                          |  |                                 |            |   |                                                                                   |  
|CASH AND CASH EQUIVALENTS - end of period                                                 |  | $                               | 4,275,736  |   |                                                                                   | $
|                                                                                          |  |                                 |            |   |                                                                                   |  
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:                                        |  |                                 |            |   |                                                                                   |  
|Cash paid during the period for:                                                          |  |                                 |            |   |                                                                                   |  
|Taxes                                                                                     |  | $                               |           |   |                                                                                   | $
|                                                                                          |  |                                 |            |   |                                                                                   |  
|SUPPLEMENTAL DISCLOSURE OF NON-CASH TRANSACTIONS:                                         |  |                                 |            |   |                                                                                   |  
|Assets acquired via capital lease                                                         |  | $                               |           |   |                                                                                   | $
|                                                                                          |  |                                 |            |   |                                                                                   |  
|Issuance of warrants in exchange for services                                             |  | $                               |           |   |                                                                                   | $
|                                                                                          |  |                                 |            |   |                                                                                   |  
|Software development costs for services rendered by certain shareholders                  |  | $                               |           |   |                                                                                   | $
|                                                                                          |  |                                 |            |   |                                                                                   |  
|Product supply and technology license agreement acquired through issuance of common stock |  | $                               |           |   |                                                                                   | $
|                                                                                          |  |                                 |            |   |                                                                                   |  
|Non-cash administration expenses                                                          |  | $                               |           |   |                                                                                   | $
|                                                                                          |  |                                 |            |   |                                                                                   |  
|Finders fee applied to shareholder loan                                                   |  | $                               |           |   |                                                                                   | $
|                                                                                          |  |                                 |            |   |                                                                                   |  



See notes to
Condensed Consolidated Financial Statements.



4



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BarPoint.com Inc. and Subsidiaries

(A Development Stage Company)

Condensed Consolidated Statements of
Stockholders Equity

For each of the periods and the period from October 1, 1998 (date of inception) through September 30, 2003

(Unaudited)



|                                                                                           |  | # of Shares ofPreferred Stock |  | # of Shares ofCommon Stock |  | Par Value |        | AdditionalPaid-In Capital |   |            | Deferred Stock-BasedCompensation |  | Note Receivablefrom Stockholder |   |  | RetainedEarnings(Deficit)AccumulatedduringDevelopmentStage |          |   | AccumulatedOtherComprehensiveIncome (loss) |   |          | Total | 
|------------------------------------------------------------------------------------------ |  | ----------------------------- |  | -------------------------- |  | --------- | ------ | ------------------------- | - | ---------- | -------------------------------- |  | ------------------------------- | - |  | ---------------------------------------------------------- | -------- | - | ------------------------------------------ | - | -------- | ----- | 
|BarPoint.com, Inc. capitalization at inception                                             |  |                               |  | 100                        |  | $         | 100    |                           | $ | 241,400    |                                  |  |                                 |   |  |                                                            |          |   |                                            |   |          |       | 
|Reverse acquisition:                                                                       |  |                               |  |                            |  |           |        |                           |   |            |                                  |  |                                 |   |  |                                                            |          |   |                                            |   |          |       | 
|Shares outstanding and net assets of The Harmat Organization at June 3, 1999               |  |                               |  | 2,662,500                  |  |           | 2,662  |                           |   | 4,525,668  |                                  |  |                                 |   |  |                                                            |          |   |                                            |   |          |       | 
|Issuance of shares to BarPoint.com shareholders                                            |  |                               |  | 6,633,942                  |  |           | 6,534  |                           |   | (6,534     | )                                |  |                                 |   |  |                                                            |          |   |                                            |   |          |       | 
|Private Placements and Subscription note receivable                                        |  |                               |  | 4,499,868                  |  |           | 4,500  |                           |   | 8,300,015  |                                  |  |                                 |   |  | $                                                          | (750,000 | ) |                                            |   |          |       | 
|Exercise of Stock Options                                                                  |  |                               |  | 50,000                     |  |           | 50     |                           |   | 17,450     |                                  |  |                                 |   |  |                                                            |          |   |                                            |   |          |       | 
|Issuance of Preferred Stock                                                                |  | 3                             |  |                            |  |           |        |                           |   | 30         |                                  |  |                                 |   |  |                                                            |          |   |                                            |   |          |       | 
|Comprehensive income (loss):                                                               |  |                               |  |                            |  |           |        |                           |   |            |                                  |  |                                 |   |  |                                                            |          |   |                                            |   |          |       | 
|Change in unrealized Gain on Marketable Securities (Net of Income Tax Benefit of $376,459) |  |                               |  |                            |  |           |        |                           |   |            |                                  |  |                                 |   |  |                                                            |          |   |                                            |   |          |       | 
|Net Loss                                                                                   |  |                               |  |                            |  |           |        |                           |   |            |                                  |  |                                 |   |  |                                                            |          |   |                                            | $ | (438,595 | )     | 
|Total comprehensive loss                                                                   |  |                               |  |                            |  |           |        |                           |   |            |                                  |  |                                 |   |  |                                                            |          |   |                                            |   |          |       | 
|                                                                                           |  |                               |  |                            |  |           |        |                           |   |            |                                  |  |                                 |   |  |                                                            |          |   |                                            |   |          |       | 
|Balance - September 30, 1999                                                               |  | 3                             |  | 13,846,410                 |  |           | 13,846 |                           |   | 13,078,029 |                                  |  | $                               |  |  |                                                            | (750,000 | ) |                                            |   | (438,595 | )     | 
|                                                                                           |  |                               |  |                            |  |           |        |                           |   |            |                                  |  |                                 |   |  |                                                            |          |   |                                            |   |          |       | 
|Common Stock Dividend - Record Date 6/2/99                                                 |  |                               |  | 878,770                    |  |           | 879    |                           |   | (879       | )                                |  |                                 |   |  |                                                            |          |   |                                            |   |          |       | 
|Stock Options Exercised                                                                    |  |                               |  | 12,186                     |  |           | 13     |                           |   | 4,581      |                                  |  |                                 |   |  |                                                            |          |   |                                            |   |          |       | 
|Cancellation of all Class A and Class B Warrants plus $50,000                              |  |                               |  | 325,000                    |  |           | 325    |                           |   | (50,325    | )                                |  |                                 |   |  |                                                            |          |   |                                            |   |          |       | 
|Cashless exercise of Warrants                                                              |  |                               |  | 195,372                    |  |           | 195    |                           |   | (195       | )                                |  |                                 |   |  |                                                            |          |   |                                            |   |          |       | 
|Warrants Exercised                                                                         |  |                               |  | 97,339                     |  |           | 97     |                           |   | 434,309    |                                  |  |                                 |   |  |                                                            |          |   |                                            |   |          |       | 
|Payment of Subscription Note Receivable                                                    |  |                               |  |                            |  |           |        |                           |   |            |                                  |  |                                 |   |  |                                                            | 750,000  |   |                                            |   |          |       | 
|Issuance of Stock Options below Market Value                                               |  |                               |  |                            |  |           |        |                           |   | 227,752    |                                  |  |                                 |   |  |                                                            |          |   |                                            |   |          |       | 
|Issuance of Common Shares in exchange for services performed                               |  |                               |  | 26,660                     |  |           | 26     |                           |   | 86,979     |                                  |  |                                 |   |  |                                                            |          |   |                                            |   |          |       | 
|Acquisition of Synergy Solutions, Inc.                                                     |  |                               |  | 75,000                     |  |           | 75     |                           |   | 628,050    |                                  |  |                                 |   |  |                                                            |          |   |                                            |   |          |       | 
|Private Placements                                                                         |  |                               |  | 1,477,500                  |  |           | 1,478  |                           |   | 16,929,519 |                                  |  |                                 |   |  |                                                            |          |   |                                            |   |          |       | 
|Warrants issued in exchange for services performed                                         |  |                               |  |                            |  |           |        |                           |   | 1,876,329  |                                  |  |                                 |   |  |                                                            |          |   |                                            |   |          |       | 
|Options issued as Settlement for a claim asserted                                          |  |                               |  |                            |  |           |        |                           |   | 213,790    |                                  |  |                                 |   |  |                                                            |          |   |                                            |   |          |       | 



5



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BarPoint.com Inc. and Subsidiaries

(A Development Stage Company)

Condensed Consolidated Statements of
Stockholders Equity

For each of the periods and the period from October 1, 1998 (date of inception) through September 30, 2003

(Unaudited)



|                                                                                              |  | # of Shares ofPreferred Stock |  | # of Shares ofCommon Stock |  | Par Value |  | AdditionalPaid-In Capital |  | Deferred Stock-BasedCompensation |  | Note Receivablefrom Stockholder |  | RetainedEarnings(Deficit)AccumulatedduringDevelopmentStage |   |  | AccumulatedOtherComprehensiveIncome (loss) |   |  | Total      |  
|--------------------------------------------------------------------------------------------- |  | ----------------------------- |  | -------------------------- |  | --------- |  | ------------------------- |  | -------------------------------- |  | ------------------------------- |  | ---------------------------------------------------------- | - |  | ------------------------------------------ | - |  | ---------- | -
|Comprehensive income (loss):                                                                  |  |                               |  |                            |  |           |  |                           |  |                                  |  |                                 |  |                                                            |   |  |                                            |   |  |            |  
|Change in unrealized Gain on Marketable Securities (Net of Income Tax Benefit of $1,545,721)  |  |                               |  |                            |  |           |  |                           |  |                                  |  |                                 |  |                                                            |   |  | 3,537,631                                  |   |  |            |  
|Net Income                                                                                    |  |                               |  |                            |  |           |  |                           |  |                                  |  |                                 |  | 4,067,511                                                  |   |  |                                            |   |  | 7,605,142  |  
|Total comprehensive income                                                                    |  |                               |  |                            |  |           |  |                           |  |                                  |  |                                 |  |                                                            |   |  |                                            |   |  |            |  
|                                                                                              |  |                               |  |                            |  |           |  |                           |  |                                  |  |                                 |  |                                                            |   |  |                                            |   |  |            |  
|Balance September 30, 2000                                                                    |  | 3                             |  | 16,934,237                 |  | 16,934    |  | 33,427,939                |  |                                 |  |                                |  | 3,628,916                                                  |   |  | 2,521,966                                  |   |  | 39,595,755 |  
|                                                                                              |  |                               |  |                            |  |           |  |                           |  |                                  |  |                                 |  |                                                            |   |  |                                            |   |  |            |  
|Acquisition of Synergy Solutions, Inc.                                                        |  |                               |  | 75,000                     |  | 75        |  | 201,525                   |  |                                  |  |                                 |  |                                                            |   |  |                                            |   |  | 201,600    |  
|Issuance of Common Shares as compensation                                                     |  |                               |  | 135,680                    |  | 136       |  | 169,464                   |  |                                  |  |                                 |  |                                                            |   |  |                                            |   |  | 169,600    |  
|Issuance of Common Shares in exchange for services performed                                  |  |                               |  | 5,161                      |  | 5         |  | 16,108                    |  |                                  |  |                                 |  |                                                            |   |  |                                            |   |  | 16,113     |  
|Comprehensive income (loss):                                                                  |  |                               |  |                            |  |           |  |                           |  |                                  |  |                                 |  |                                                            |   |  |                                            |   |  |            |  
|Change in Unrealized Gain on Marketable Securities (Net of Income Tax benefit of $ 1,291,306) |  |                               |  |                            |  |           |  |                           |  |                                  |  |                                 |  |                                                            |   |  | (2,106,868                                 | ) |  |            |  
|Net loss                                                                                      |  |                               |  |                            |  |           |  |                           |  |                                  |  |                                 |  | (2,790,166                                                 | ) |  |                                            |   |  |            |  
|Total comprehensive loss                                                                      |  |                               |  |                            |  |           |  |                           |  |                                  |  |                                 |  |                                                            |   |  |                                            |   |  | (4,897,034 | )
|                                                                                              |  |                               |  |                            |  |           |  |                           |  |                                  |  |                                 |  |                                                            |   |  |                                            |   |  |            |  
|Balance December 31, 2000                                                                     |  | 3                             |  | 17,150,078                 |  | 17,150    |  | 33,815,036                |  |                                 |  |                                |  | 838,750                                                    |   |  | 415,098                                    |   |  | 35,086,034 |  
|                                                                                              |  |                               |  |                            |  |           |  |                           |  |                                  |  |                                 |  |                                                            |   |  |                                            |   |  |            |  



6



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BarPoint.com Inc. and Subsidiaries

(A Development Stage Company)

Condensed Consolidated Statements of
Stockholders Equity

For each of the periods and the period from October 1, 1998 (date of inception) through September 30, 2003

(Unaudited)



|                                                                             |  | # of Shares ofPreferred Stock |  | # of Shares ofCommon Stock |  | Par Value |        | AdditionalPaid-In Capital |   | Deferred Stock-BasedCompensation |  |   | Note Receivablefrom Stockholder |   | RetainedEarnings(Deficit)AccumulatedduringDevelopmentStage |   |   | AccumulatedOtherComprehensive(Loss) Income |   |             | Total | 
|---------------------------------------------------------------------------- |  | ----------------------------- |  | -------------------------- |  | --------- | ------ | ------------------------- | - | -------------------------------- |  | - | ------------------------------- | - | ---------------------------------------------------------- | - | - | ------------------------------------------ | - | ----------- | ----- | 
|Warrants issued in exchange for services performed                           |  |                               |  |                            |  |           |        |                           |   | 47,251                           |  |   |                                 |   |                                                            |   |   |                                            |   |             |       | 
|Issuance of Common Shares as compensation                                    |  |                               |  | 545,938                    |  |           | 546    |                           |   | 199,078                          |  |   | (199,624                        | ) |                                                            |   |   |                                            |   |             |       | 
|Amortization of deferred stock-based compensation                            |  |                               |  |                            |  |           |        |                           |   |                                  |  |   | 117,382                         |   |                                                            |   |   |                                            |   |             |       | 
|Issuance of Common Shares in connection with Employee Stock Purchase program |  |                               |  | 43,084                     |  |           | 44     |                           |   | 11,376                           |  |   |                                 |   |                                                            |   |   |                                            |   |             |       | 
|Issuance of Common Shares in exchange for services                           |  |                               |  | 16,526                     |  |           | 16     |                           |   | 54,984                           |  |   |                                 |   |                                                            |   |   |                                            |   |             |       | 
|Stock Options Exercised                                                      |  |                               |  | 874,973                    |  |           | 875    |                           |   | 305,364                          |  |   |                                 |   |                                                            |   |   |                                            |   |             |       | 
|Comprehensive income (loss):                                                 |  |                               |  |                            |  |           |        |                           |   |                                  |  |   |                                 |   |                                                            |   |   |                                            |   |             |       | 
|Change in Unrealized Gain on Marketable Securities                           |  |                               |  |                            |  |           |        |                           |   |                                  |  |   |                                 |   |                                                            |   |   |                                            |   |             |       | 
|Common Stock Dividend  Record Date 12/24/01                                 |  |                               |  |                            |  |           |        |                           |   |                                  |  |   |                                 |   |                                                            |   |   |                                            |   | (2,234,586  | )     | 
|Net Loss                                                                     |  |                               |  |                            |  |           |        |                           |   |                                  |  |   |                                 |   |                                                            |   |   |                                            |   | (15,330,692 | )     | 
|Total Comprehensive Loss                                                     |  |                               |  |                            |  |           |        |                           |   |                                  |  |   |                                 |   |                                                            |   |   |                                            |   |             |       | 
|                                                                             |  |                               |  |                            |  |           |        |                           |   |                                  |  |   |                                 |   |                                                            |   |   |                                            |   |             |       | 
|Balance December 31, 2001                                                    |  | 3                             |  | 18,630,599                 |  |           | 18,631 |                           |   | 34,433,089                       |  |   | (82,242                         | ) |                                                            |   |  |                                            |   | (16,726,528 | )     | 
|                                                                             |  |                               |  |                            |  |           |        |                           |   |                                  |  |   |                                 |   |                                                            |   |   |                                            |   |             |       | 
|Amortization of deferred compensation                                        |  |                               |  |                            |  |           |        |                           |   |                                  |  |   | 82,242                          |   |                                                            |   |   |                                            |   |             |       | 
|Issuance of Common Shares in connection with Employee Stock Purchase program |  |                               |  | 12,000                     |  |           | 12     |                           |   | 1,803                            |  |   |                                 |   |                                                            |   |   |                                            |   |             |       | 
|Comprehensive loss:                                                          |  |                               |  |                            |  |           |        |                           |   |                                  |  |   |                                 |   |                                                            |   |   |                                            |   |             |       | 
|Change in unrealized gain on marketable securities                           |  |                               |  |                            |  |           |        |                           |   |                                  |  |   |                                 |   |                                                            |   |   |                                            |   |             |       | 
|Common Stock Dividend  Record Date 5/24/02                                  |  |                               |  |                            |  |           |        |                           |   |                                  |  |   |                                 |   |                                                            |   |   |                                            |   | (2,235,672  | )     | 
|Net loss                                                                     |  |                               |  |                            |  |           |        |                           |   |                                  |  |   |                                 |   |                                                            |   |   |                                            |   | (10,071,454 | )     | 
|Total Comprehensive Loss                                                     |  |                               |  |                            |  |           |        |                           |   |                                  |  |   |                                 |   |                                                            |   |   |                                            |   |             |       | 
|                                                                             |  |                               |  |                            |  |           |        |                           |   |                                  |  |   |                                 |   |                                                            |   |   |                                            |   |             |       | 
|Balance December 31, 2002                                                    |  | 3                             |  | 18,642,599                 |  |           | 18,643 |                           |   | 34,434,892                       |  |   |                                |   |                                                            |   |  |                                            |   | (29,033,654 | )     | 
|                                                                             |  |                               |  |                            |  |           |        |                           |   |                                  |  |   |                                 |   |                                                            |   |   |                                            |   |             |       | 
|Comprehensive loss:                                                          |  |                               |  |                            |  |           |        |                           |   |                                  |  |   |                                 |   |                                                            |   |   |                                            |   |             |       | 
|Change in unrealized gain on marketable securities                           |  |                               |  |                            |  |           |        |                           |   |                                  |  |   |                                 |   |                                                            |   |   |                                            |   |             |       | 
|Net loss                                                                     |  |                               |  |                            |  |           |        |                           |   |                                  |  |   |                                 |   |                                                            |   |   |                                            |   | (662,435    | )     | 
|Total Comprehensive Loss                                                     |  |                               |  |                            |  |           |        |                           |   |                                  |  |   |                                 |   |                                                            |   |   |                                            |   |             |       | 
|                                                                             |  |                               |  |                            |  |           |        |                           |   |                                  |  |   |                                 |   |                                                            |   |   |                                            |   |             |       | 
|Balance March 31, 2003                                                       |  | 3                             |  | 18,642,599                 |  |           | 18,643 |                           |   | 34,434,892                       |  |   |                                |   |                                                            |   |  |                                            |   | (29,696,089 | )     | 
|                                                                             |  |                               |  |                            |  |           |        |                           |   |                                  |  |   |                                 |   |                                                            |   |   |                                            |   |             |       | 
|Issuance of Common Shares in connection with Employee Stock Purchase program |  |                               |  | 4,500                      |  |           | 4      |                           |   | 536                              |  |   |                                 |   |                                                            |   |   |                                            |   |             |       | 
|Comprehensive loss:                                                          |  |                               |  |                            |  |           |        |                           |   |                                  |  |   |                                 |   |                                                            |   |   |                                            |   |             |       | 
|Change in unrealized gain on marketable securities                           |  |                               |  |                            |  |           |        |                           |   |                                  |  |   |                                 |   |                                                            |   |   |                                            |   |             |       | 
|Net loss                                                                     |  |                               |  |                            |  |           |        |                           |   |                                  |  |   |                                 |   |                                                            |   |   |                                            |   | (522,207    | )     | 
|Total Comprehensive Loss                                                     |  |                               |  |                            |  |           |        |                           |   |                                  |  |   |                                 |   |                                                            |   |   |                                            |   |             |       | 
|                                                                             |  |                               |  |                            |  |           |        |                           |   |                                  |  |   |                                 |   |                                                            |   |   |                                            |   |             |       | 
|Balance June 30, 2003                                                        |  | 3                             |  | 18,647,099                 |  |           | 18,647 |                           |   | 34,435,428                       |  |   |                                |   |                                                            |   |  |                                            |   | (30,218,296 | )     | 
|                                                                             |  |                               |  |                            |  |           |        |                           |   |                                  |  |   |                                 |   |                                                            |   |   |                                            |   |             |       | 
|Comprehensive loss:                                                          |  |                               |  |                            |  |           |        |                           |   |                                  |  |   |                                 |   |                                                            |   |   |                                            |   |             |       | 
|Change in unrealized gain on marketable securities                           |  |                               |  |                            |  |           |        |                           |   |                                  |  |   |                                 |   |                                                            |   |   |                                            |   |             |       | 
|Net loss                                                                     |  |                               |  |                            |  |           |        |                           |   |                                  |  |   |                                 |   |                                                            |   |   |                                            |   | (455,830    | )     | 
|Total Comprehensive Loss                                                     |  |                               |  |                            |  |           |        |                           |   |                                  |  |   |                                 |   |                                                            |   |   |                                            |   |             |       | 
|                                                                             |  |                               |  |                            |  |           |        |                           |   |                                  |  |   |                                 |   |                                                            |   |   |                                            |   |             |       | 
|Balance September 30, 2003                                                   |  | 3                             |  | 18,647,099                 |  | $         | 18,647 |                           | $ | 34,435,428                       |  | $ |                                |   |                                                            | $ |  |                                            | $ | (30,674,126 | )     | 
|                                                                             |  |                               |  |                            |  |           |        |                           |   |                                  |  |   |                                 |   |                                                            |   |   |                                            |   |             |       | 



See notes to
Condensed Consolidated Financial Statements.



7



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BARPOINT.COM, INC. AND SUBSIDIARIES

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS

(UNAUDITED)



|1. | BUSINESS AND BASIS OF PRESENTATION
|-- | ----------------------------------



BarPoint.com, Inc. and subsidiaries (BarPoint or the Company) is an online and wireless product information and
shopping service technology provider. BarPoints product information and shopping service platform utilizes patented reverse search technology to enable users to search for product information using unique product identifiers, including
universal product codes, catalog numbers and SKU numbers. In August 2002, the Company was issued US Patent No. 6,430,554 for its Interactive System For Investigating Products on a Network. The Company has since been notified by the US
Patent and Trademark Office that two additional patents that the Company has filed have been allowed and will be issued shortly. The Companys strategy is to explore opportunities to enforce and license its portfolio of issued and pending
patents related to the core BarPoint technology and related technologies. Given the softness in the mobile commerce marketplace, the Company is not relying on the potential for recurring revenue from its technology platform, software and services.
Instead the Company has been focused on reducing operating expenses in order to preserve capital while seeking and evaluating strategic alternatives. Such alternatives may include the sale of some or all of our principal operating assets. BarPoint
is in the development stage as of September 30, 2003 for financial reporting purposes. Historically, revenues have been generated primarily from software sales by Synergy Solutions, Inc., a wholly owned subsidiary (Synergy), however, as
part of its corporate restructuring, in September 2002 the Company outsourced all Synergy related activities and then in October 2003 divested all rights to the Synergy business. No further revenue is expected from Synergy. In fiscal 2001, BarPoint
began to generate revenues from its principal operations, however continued softness in the wireless marketplace has hampered the Companys ability to grow revenue since then. The majority of revenues to date have been from sales of related
scanning devices and Synergy software sales. Revenues to date from principal operations have not been significant. For the quarter ended September 30, 2003, the Company did not generate any revenue from its principal operations. For the quarter
ended September 30, 2002, all of the $14,969 revenues came from sales of software products. BarPoint has not generated significant revenues from core web and wireless services. The successful completion of BarPoints development program and,
ultimately, the attainment of profitable operations from our current business plan is not likely in the current environment and we are exploring strategic alternatives.



The accompanying unaudited condensed consolidated interim financial statements reflect all adjustments,
which in the opinion of management are necessary for a fair presentation of the results of operations for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for the full fiscal year
or for any future period. These financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Companys Annual Report on Form 10-KSB for the year ended December 31, 2002.



|2. | LIQUIDITY AND CAPITAL RESOURCES
|-- | -------------------------------



We believe that cash and cash equivalents and marketable securities at September 30, 2003 will be adequate to cover operating expenses for
the next year. With the completion of our restructuring program during the second quarter of 2002, we have significantly reduced operating



8



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costs by streamlining the business through reductions in headcount, consolidation of office facilities and reduction in overhead. This combined with further
efforts to reduce operating expense and cash burn rate satisfy management that cash and cash equivalents and marketable securities at September 30, 2003 will cover operating expenses for the next year. However, we may require additional capital
prior to the end of such period due to unforeseen circumstances.



|3. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|-- | ------------------------------------------



CONCENTRATIONS OF CREDIT RISK



Financial instruments which potentially subject the Company to concentrations of credit risk are cash and cash equivalents. The Company
places its cash and cash equivalents, with financial institutions and invests these funds in various short term interest bearing instruments. The amount of deposits in any one institution that exceeds federally insured limits is subject to credit
risk. Such amounts were $3.9 million at September 30, 2003 and $5.3 million at December 31, 2002.



PROPERTY AND EQUIPMENT



Property and equipment are stated at cost less accumulated depreciation and amortization. Property and equipment are depreciated on a
straight-line basis over the estimated useful lives of the assets. The useful lives are as follows:



|Computer hardware, software and other equipment |  | 3 years
|----------------------------------------------- |  | -------
|Furniture and fixtures                          |  | 5 years



NEW ACCOUNTING
PRONOUNCEMENTS AND INTERPRETATIONS



In
November 2002, the EITF reached a consensus on Issue No. 00-21, Revenue Arrangements with Multiple Deliverables. EITF Issue No. 00-21 provides guidance on how to account for arrangements that involve the delivery or performance of
multiple products, services and/or rights to use assets. The provisions of EITF Issue No. 00-21 will apply to revenue arrangements entered into in fiscal periods beginning after June 15, 2003. The implementation of this EITF did not have a material
impact on the condensed consolidated financial statements.



In November 2002, the FASB issued FASB Interpretation No. 45 (FIN45), Guarantors Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of
Others. FIN 45 requires that a liability be recorded in the guarantors balance sheet upon issuance of a guarantee. In addition, FIN 45 requires disclosures about the guarantees that an entity has issued, including a reconciliation of
changes in the entitys product warranty liabilities. The initial recognition and initial measurement provisions of FIN 45 are applicable on a prospective basis to guarantees issued or modified after December 31, 2002, irrespective of the
guarantors fiscal year-end. The disclosure requirements of FIN 45 are effective for financial statements of interim or annual periods ending after December 15, 2002. The adoption of this Statement did not have a material impact on the
condensed consolidated financial statements.



9



---

In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based
Compensation, Transition and Disclosure. SFAS No. 148 provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. SFAS No. 148 also requires that
disclosures of the pro forma effect of using the fair value method of accounting for stock-based employee compensation be displayed more prominently and in a tabular format. Additionally, SFAS No. 148 requires disclosure of the pro forma effect in
interim financial statements. The transition and annual disclosure requirements of SFAS No. 148 are effective for fiscal years ended after December 15, 2002. The interim disclosure requirements are effective for interim periods beginning after
December 15, 2002. The adoption of this Statement did not have a material impact on the condensed consolidated financial statements.



In January 2003, the FASB issued FASB Interpretation No. 46 (FIN 46), Consolidation of Variable Interest Entities, an
Interpretation of ARB No. 51. FIN 46 requires certain variable interest entities to be consolidated by the primary beneficiary of the entity if the equity investors in the entity do not have the characteristics of a controlling financial
interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. FIN 46 is effective immediately for all new variable interest entities created or
acquired after January 31, 2003. For variable interest entities created or acquired prior to February 1, 2003, the provisions of FIN 46 must be applied for the first interim or annual period beginning after June 15, 2003. The adoption of this
statement did not have a material impact on the condensed consolidated financial statements.



In April 2003, the FASB issued SFAS No. 149, which amends SFAS 133, Accounting for Derivative Instruments and Hedging
Activities. The primary focus of this Statement is to amend and clarify financial accounting and reporting for derivative instruments. This Statement is effective for contracts entered into or modified after June 30, 2003. The adoption of this
statement did not have a material impact on the condensed consolidated financial statements.



In May 2003, the FASB issued SFAS No. 150 Accounting for Certain Financial Instruments with Characteristics of both Liabilities and
Equity. This statement establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. This statement is effective for financial instruments entered into or
modified after May 31, 2003 and otherwise shall be effective at the beginning of the first interim period beginning after June 15, 2003. The adoption of this statement did not have a material impact on the condensed consolidated financial
statements.



INCOME TAXES



The Company accounts for income taxes by utilizing the asset
and liability method. Deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts, based on enacted tax laws and statutory tax
rates applicable to the periods in which the differences are



10



---

expected to affect taxable income. Valuation allowances are established when necessary to reduce net deferred tax assets to the amount that is more likely
than not to be ultimately realized. As of September 30, 2003, the Company has recognized the maximum expected refund of taxes paid during prior years; as such, no additional tax benefit will be recognized in the financial statements until future
taxable income is reasonably expected to be realized.



EARNINGS (LOSS) PER SHARE



SFAS No. 128, Earnings Per Share, requires the presentation of two earnings per share (EPS) amounts, basic and diluted. Basic EPS is calculated on the weighted average number of shares outstanding and diluted EPS includes the effect
of dilutive outstanding options and warrants. For the three months ended September 30, 2003, options to purchase 2,865,915 shares of common stock and 175,000 warrants were outstanding but were not included in the computation of diluted EPS since the
effect would be antidilutive. For the three months ended September 30, 2002, options to purchase 3,651,900 shares of common stock and 643,000 warrants were outstanding but were not included in the computation of diluted EPS since the effect would be
antidilutive. For the nine months ended September 30, 2003, options to purchase 2,865,915 shares of common stock and 175,000 warrants were outstanding but were not included in the computation of diluted EPS since the effect would be antidilutive.
For the nine months ended September 30, 2002, options to purchase 3,651,900 shares of common stock and 753,000 warrants were outstanding but were not included in the computation of diluted EPS since the effect would be antidilutive.



Pro Forma Stock Based Compensation



The Company has adopted the disclosure-only provisions of
SFAS No. 123, Accounting for Stock-Based Compensation (SFAS 123). Accordingly, no compensation cost has been recognized for the stock option plans because the exercise prices of employee stock options equals the market prices
of the underlying stock on the date of grant. If compensation cost had been determined based on the fair value at the grant date for awards in the three months and the nine months ended September 30, 2002 and 2003, consistent with the provisions of
SFAS 123, the Companys net loss and loss per share would have been reduced to the pro forma amounts indicated below:



|                                                                              |  | September 30, |          |   | September 30, |  
|----------------------------------------------------------------------------- |  | ------------- | -------- | - | ------------- | -
|                                                                              |  | 2003          |          |   | 2002          |  
|Net loss, as reported                                                         |  | $             | (455,830 | ) |               | $
|Less: Pro forma stock based employee compensation, net of related tax effects |  |               | (1,000   | ) |               |  
|                                                                              |  |               |          |   |               |  
|Pro forma net loss                                                            |  | $             | (456,830 | ) |               | $
|                                                                              |  |               |          |   |               |  
|Loss per share                                                                |  |               |          |   |               |  
|Basic & Diluted, as reported                                                  |  | $             | (0.02    | ) |               | $
|                                                                              |  |               |          |   |               |  
|Basic & Diluted, pro forma                                                    |  | $             | (0.02    | ) |               | $
|                                                                              |  |               |          |   |               |  



11



---

|4. | PROPERTY AND EQUIPMENT
|-- | ----------------------



Property and equipment consists of the following:



|                                |  | September 30, 2003 |         |   | December 31, 2002 |  
|------------------------------- |  | ------------------ | ------- | - | ----------------- | -
|Furniture and Fixtures          |  | $                  | 59,323  |   |                   | $
|Computer equipment and software |  |                    | 200,000 |   |                   |  
|                                |  |                    |         |   |                   |  
|Total                           |  |                    | 259,323 |   |                   |  
|                                |  |                   
|Less accumulated depreciation   |  |                    | (81,933 | ) |                   |  
|                                |  |                    |         |   |                   |  
|Property and equipment, net     |  | $                  | 177,390 |   |                   | $
|                                |  |                    |         |   |                   |  



Depreciation expense totaled $19,775 and $606,744 for the three months ended September 30, 2003 and 2002, respectively. Depreciation expense totaled $58,680 and $1,855,839 for the nine months ended September 30, 2003 and 2002,
respectively.



|5. | CONTINGENCIES
|-- | -------------



LEGAL PROCEEDINGS



On or about December 23, 2002, one of our former employees filed suit against the Company in the Circuit Court of the 17th Judicial
Circuit in and for Broward County, Florida. The former employee alleged that he was owed certain payments based upon several theories, including breach of contract, breach of employment agreement, and breach of change in control agreement. The
former employee claimed damages of approximately $175,000 plus certain other statutory damages. The Company believed all of the claims were without merit, removed the case to the United States District Court for the Southern District of Florida, and
asserted counterclaims for breach of contract, breach of implied duty of good faith and fair dealing, breach of fiduciary duty, and unjust enrichment. On March 5, 2003 the former employee filed an answer to the Companys counterclaim denying
liability to the Company. On October 21, 2003, the parties entered into a Settlement Agreement pursuant to which the parties exchanged releases and all claims and counterclaims were dismissed with prejudice on October 22, 2003 by the filing of a
Joint Dismissal with the United States District Court for the Southern District of Florida. Consideration exchanged between the parties in the Settlement Agreement had no material effect upon the Companys results.



During the fourth quarter of 2002, the Company became aware
that a default judgment had been entered against Harmat Homes, Inc., a non-operating subsidiary of BarPoint. We acquired Harmat Homes as a result of the 1999 reverse acquisition transaction with The Harmat Organization, Inc. Harmat Homes, Inc. has
no assets of which the Company is aware and has not operated since prior to the reverse acquisition. The judgment was entered on April 22, 2002 as a result of a third-party claim by a defendant against Harmat Homes, Inc. in a case pending in the
Supreme Court, State of New York, Suffolk County. The case relates to an alleged injury that occurred in 1999. Any damages against Harmat Homes, Inc. will not be calculated and assessed until the trial process is completed. As a result, BarPoint is
unable to predict the extent to which Harmat Homes, Inc. may be found liable. In any event, BarPoint is not a party to the action and no claim has been made with respect to us. The Company does not believe that BarPoint should have any liability
associated with the matter.



12



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On May 20, 2003, the Company filed suit against PriceGrabber.com, Inc. and
PriceGrabber.com, LLC (collectively, PriceGrabber) for infringement of our U.S. Patent No. 6,430,554, Interactive System for Investigating Products on a Network (known as the 554 Patent). The case was filed in the United States
District Court for the Southern District of Florida. The Company alleges that certain websites and technology made, used, sold and or offered for sale by PriceGrabber and certain of its affiliates infringe upon the 554 Patent. The Company has
demanded damages and injunctive relief, including enhanced damages due to alleged willful infringement. On July 10, 2003, PriceGrabber denied liability, raised counterclaims, and requested a declaratory judgment that there is no infringement and
that the 554 Patent is invalid. The Company believes there is no merit to the counterclaims. The parties are currently involved in discovery.



On September 24, 2003, the Company filed suit in the Seventeeth Judicial Circuit in and for Broward County, Florida, Civil Division,
against Zero-Sixty Corporation, a licensee of certain of the Companys assets. The Company sued Zero-Sixty for, among other things, nonpayment of royalties. On October 21, 2003 the parties settled the case and exchanged releases. Consideration
exchanged between the parties in the settlement had no material effect upon the Companys results.



|Item 2. |  | Managements Discussion and Analysis or Plan of Operation.
|------- |  | ----------------------------------------------------------



Overview



BarPoint is an online and wireless product information and shopping service technology provider. BarPoints product information and
shopping service platform utilizes patented reverse search technology to enable users to search for product information using unique product identifiers, including universal product codes, catalog numbers and SKU numbers. In August 2002, we were
issued US Patent No. 6,430,554 for our Interactive System For Investigating Products on a Network. We have since been notified by the US Patent and Trademark Office that two additional patents that we filed have been allowed and will be
issued shortly. Our strategy is to explore opportunities to enforce and license our portfolio of issued and pending patents related to the core BarPoint technology and related technologies. Given the softness in the mobile commerce marketplace, we
are not relying on the potential for recurring revenue from our technology platform, software and services. We are focused on reducing operating expenses in order to preserve capital while seeking and evaluating strategic alternatives. Such
alternatives may include the sale of some or all of our principal operating assets. BarPoint has not generated significant revenues from core web and wireless services. The majority of revenues to date have been from sales of related scanning
devices, which were sold during 2001 and 2002. The sale of these devices, which generated the majority of revenues for 2002 and 2001, was not continued for the third quarter of 2003 because such inventory has been completely liquidated. All of the
sales of these devices were to one customer, Office Depot, which accounted for more than 50% of revenues during the



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year ended December 31, 2002. The remaining sales were derived from Synergy Solutions software sales. In October 2003, we divested all rights to the Synergy
business and we will not receive any additional revenues. The successful completion of BarPoints development program and, ultimately, the attainment of profitable operations from our current business plan is not likely in the current
environment and we are exploring strategic alternatives.



At
September 30, 2003, we had total assets of approximately $4.7 million and total liabilities of approximately $842,000, with approximately $4.3 million in cash and cash equivalents and approximately $227,000 in marketable securities. With the
completion of managements restructuring plans, we have substantially reduced our cash burn rate. This has allowed us to preserve capital for future uses, including dividends, investments, or acquisitions. We believe that we have adequate
capital for the next year; however we may require additional capital prior to the end of such period due to unforeseen events.



Critical Accounting Policies and Estimates



Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities,
revenues and expenses, and related disclosures of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to impairment of long-lived assets, and contingencies and litigation. We base our estimates
on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily
apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions; however, we believe that our estimates, including those for the above-described items, are reasonable.



Impairment of long-lived assets.Our long-lived assets consist of
property and equipment. We assess impairment of long-lived assets whenever changes or events indicate that the carrying value may not be recoverable. In performing our assessment we must make assumptions regarding estimated future cash flows and
other factors to determine the fair value of the respective assets. When these estimates change we are required to record impairment charges against these respective assets.



Contingencies and litigation. We are party to various claims and legal proceedings. We record a reserve for these
matters when an adverse outcome is probable and the amount of the potential liability is reasonably estimable. Although the ultimate outcome of these matters is currently not determinable, we do not believe that the resolution of these matters will
have a material effect upon our financial condition, results of operations or cash flows. See Legal Proceedings footnote.



Results of Operations



For the quarter ended September 30, 2003 net revenues were $0, as compared to the same quarter last year revenues of $14,969. All of our revenues for the
quarter ended September 30, 2002 were from the sales of Synergy software products. The loss from operations for the quarter ended September 30, 2003 was $527,180. The loss from operations for the same quarter last year was $1,576,175. The decrease
of approximately $1.1 million from the quarter ended September 30, 2002 is primarily attributable to decreases in depreciation of $587,000, salaries and benefits of $210,000, professional fees of $83,000 and website management costs of $62,000. The
loss from operations for the nine months



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ended September 30, 2003 and September 30, 2002 was $1,721,706 and $7,267,889, respectively. The loss from operations for the nine months ended September 30,
2002 included approximately $2.2 million of non-cash charges consisting primarily of $1.2 million of depreciation, $0.5 million losses on the disposition of fixed assets, goodwill impairment $325,000 and software inventory write-downs of $123,000.



The net loss for the quarter ended September 30, 2003 was
$455,830, or $0.02 per share basic and diluted. For the quarter ended September 30, 2002, we had a net loss of $1,322,745, or $0.07 per share basic and diluted. For the nine months ended September 30, 2003 the net loss was $1,640,472 or $0.09 per
share basic and diluted compared to net losses for the nine months ended September 30, 2002 of $6,630,513 or $0.36 per share basic and diluted.



Selling, general and administrative expenses were $507,405 for the quarter ended September 30, 2003, a decrease of $474,000 compared to the quarter ended
September 30, 2002 primarily due to the reductions in salaries and benefits of approximately $210,000, professional fees of $63,000, as well as a decrease in web site management costs of approximately $62,000. The reduction of these costs as well as
the overall decrease in expenses for the quarter ended September 30, 2003 are the result of BarPoints restructuring which commenced in the second half of 2001 and was completed during 2002.



Marketing and advertising expenses, which are included in selling, general
and administrative expenses, were approximately $850 and $6,482 for the quarters ended September 30, 2003 and September 30, 2002, respectively. For the nine months ended September 30, 2003 and 2002 marketing and advertising expenses were $3,049 and
$40,181, respectively. As a result of the streamlined operations, we expect future marketing and advertising spending will be nominal.



We had no research and development expenses for the quarters and nine months ended September 30, 2003 and September 30, 2002. In the past, these expenses
consisted primarily of non-cash expenses related to the amortization of warrants issued to vendors in connection with services rendered on our behalf. As of January 1, 2002, all such amortization of warrants has been fully expensed. Research and
development expense relates to planning stage activities for Web infrastructure development or enhancements. The majority of our development spending since March 2000 relates to web site application and infrastructure development activities, which
are capitalized under accounting principles generally accepted in the United States of America.



Interest income was $6,950 and $25,845 for the quarters ended September 30, 2003 and September 30, 2002, respectively. For the nine months ended September
30, 2003 and 2002 interest income was $26,653 and $106,319, respectively. The decrease from the quarter and nine months ended September 30, 2002 was due to a decrease in cash balances resulting from operating losses during the last twelve months.
The interest was earned from the investment of these balances in money market funds, government securities and commercial paper.



Liquidity and Capital Resources



At September 30, 2003, we had total assets of approximately $4.7 million and total liabilities of approximately $842,000, with approximately $4.3 million
in cash and cash equivalents and approximately $227,000 in marketable securities. The marketable securities consisted of 98,836 shares of common stock of Socket Communications, Inc. Cash and cash equivalents decreased approximately $1.5 million from
December 31, 2002 due to losses from operating activities of approximately $1.6 million, partially offset by cash provided by investing activities of approximately $191,000 which was from the sale of marketable securities.



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We believe that we have adequate capital for the next year; however we may require additional capital
prior to the end of such period due to unforeseen events.



CAUTIONARY
STATEMENT RELATING TO FORWARD LOOKING STATEMENTS



This
Form 10-QSB contains certain forward looking statements which represent our expectations or beliefs, including, but not limited to, statements concerning industry performance and our operations, performance, financial condition, growth
and strategies. For this purpose, any statements contained in this Form 10-QSB that are not statements of historical fact may be deemed to be forward looking statements. Without limiting the generality of the foregoing, words such as
may, will, expect, believe, anticipate, intend, could, estimate or continue or the negative or other variations thereof or comparable
terminology are intended to identify certain forward-looking statements. These statements by their nature involve substantial risks and uncertainties, certain of which are beyond our control, and actual results may differ materially depending on a
variety of important factors which are noted herein, including but not limited to the factors listed in our Form 10-KSB for the year ended December 31, 2002 under Factors Affecting Our Operating Results, Business Prospects and Market Price of
Stock.



|Item 3. |  | Controls and Procedures
|------- |  | -----------------------



Our principal executive officer and principal financial officer have within 90 days of the filing of this quarterly report, evaluated the effectiveness of
our disclosure controls and procedures (as defined in Rule 13a-14(c) under the Securities Exchange Act of 1934, as amended) and determined that such disclosure controls and procedures are adequate. There have been no significant changes in our
internal controls or in other factors that could significantly affect our internal controls since the date of evaluation. We do not believe any significant deficiencies or material weaknesses exist in our internal controls. Accordingly, no
corrective actions have been taken.



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PART II - OTHER INFORMATION



|Item 1. |  | Legal Proceedings.
|------- |  | ------------------



On or about December 23, 2002, one of our former employees filed suit against us in the Circuit Court of the 17th Judicial Circuit in and for Broward
County, Florida. The former employee alleged that he was owed certain payments based upon several theories, including breach of contract, breach of employment agreement, and breach of change in control agreement. The former employee claimed damages
of approximately $175,000 plus certain other statutory damages. We believed all of the claims were without merit, removed the case to the United States District Court for the Southern District of Florida, and asserted counterclaims for breach of
contract, breach of implied duty of good faith and fair dealing, breach of fiduciary duty, and unjust enrichment. On March 5, 2003 the former employee filed an answer to our counterclaim denying liability to us. On October 21, 2003, the parties
entered into a Settlement Agreement pursuant to which the parties exchanged releases and all claims and counterclaims were dismissed with prejudice on October 22, 2003 by the filing of a Joint Dismissal with the United States District Court for the
Southern District of Florida. Consideration exchanged between the parties in the Settlement Agreement had no material effect upon our results.



During the fourth quarter of 2002, we became aware that a default judgment had been entered against Harmat Homes, Inc., a non-operating subsidiary of
BarPoint. We acquired Harmat Homes as a result of the 1999 reverse acquisition transaction with The Harmat Organization, Inc. Harmat Homes, Inc. has no assets of which we are aware and has not operated since prior to the reverse acquisition. The
judgment was entered on April 22, 2002 as a result of a third-party claim by a defendant against Harmat Homes, Inc. in a case pending in the Supreme Court, State of New York, Suffolk County. The case relates to an alleged injury that occurred in
1999. Any damages against Harmat Homes, Inc. will not be calculated and assessed until the trial process is completed. As a result, BarPoint is unable to predict the extent to which Harmat Homes, Inc. may be found liable. In any event, BarPoint is
not a party to the action and no claim has been made with respect to us. We do not believe that BarPoint should have any liability associated with the matter.



On May 20, 2003, the we filed suit against PriceGrabber.com, Inc. and PriceGrabber.com, LLC (collectively, PriceGrabber) for infringement of our U.S.
Patent No. 6,430,554, Interactive System for Investigating Products on a Network (known as the 554 Patent). The case was filed in the United States District Court for the Southern District of Florida. We allege that certain
websites and technology made, used, sold and or offered for sale by PriceGrabber and certain of its affiliates infringe upon the 554 Patent. We have demanded damages and injunctive relief, including enhanced damages due to alleged willful
infringement. On July 10, 2003, PriceGrabber denied liability, raised counterclaims, and requested a declaratory judgment that there is no infringement and that the 554 Patent is invalid. We believe that there is no merit to the counterclaims.
The parties are currently involved in discovery.



On September
24, 2003, we filed suit in the Seventeeth Judicial Circuit in and for Broward County, Florida, Civil Division, against Zero-Sixty Corporation, a licensee of certain of our assets. We sued Zero-Sixty for, among other things, nonpayment of royalties.
On October 21, 2003 the parties settled the case and exchanged releases. Consideration exchanged between the parties in the settlement had no material effect upon our results.



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|Item 2. |  | Changes in Securities.
|------- |  | ----------------------



None.



|Item 3. |  | Defaults Upon Senior Securities.
|------- |  | --------------------------------



None.



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



None.



|Item 5. |  | Other Information.
|------- |  | ------------------



None.



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



|(a) |  | Exhibits.            |  |                                                                                                                      
|--- |  | -------------------- |  | ---------------------------------------------------------------------------------------------------------------------
|    |  |                     
|    |  | Exhibit 31.1        |  | Certification pursuant to Rule 13a-14 and 15d-14                                                                     
|    |  |                     
|    |  | Exhibit 31.2        |  | Certification pursuant to Rule 13a-14 and 15d-14                                                                     
|    |  |                     
|    |  | Exhibit 32.1        |  | Certification pursuant to 18 U.S.C Section 1350, as adopted pursuant to                                              
|    |  |                      |  | Section 906 of the Sarbanes-Oxley act of 2002                                                                        
|    |  |                     
|    |  | Exhibit 32.2        |  | Certification pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley act of 2002
|    | 
|(b) |  | Reports on Form 8-K.
|    | 
|    |  | None.               



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SIGNATURES



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



Dated: November 13, 2003



|BarPoint.com, Inc.
|------------------
|                  
|By:               
|                  
|                  
|                  
|By:               
|                  
|                  



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Exhibit Index



|Exhibit No.  |  | Description                                                                                                          
|------------ |  | ---------------------------------------------------------------------------------------------------------------------
|             | 
|Exhibit 31.1 |  | Certification pursuant to Rule 13a-14 and 15d-14                                                                     
|             | 
|Exhibit 31.2 |  | Certification pursuant to Rule 13a-14 and 15d-14                                                                     
|             | 
|Exhibit 32.1 |  | Certification pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley act of 2002
|             | 
|Exhibit 32.2 |  | Certification pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley act of 2002





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