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

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

                                   FORM 10-QSB

(MARK ONE)
[ ]        QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
           ACT OF 1934

[X]        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT

           For the transition period from October 1, 2000 to December 31, 2000

                             Commission file number:
                                    000-21235

                               BARPOINT.COM, INC.

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

                           One East Broward Boulevard
                                    Suite 410
                            Fort Lauderdale, FL 33301
                    (Address of Principal Executive Offices)

                                 (954) 745-7500
                (Issuer's Telephone Number, Including Area Code)

                                       N/A
              (Former Name, Former Address and Former Fiscal Year,
                          if Changed Since Last Report)

    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 February 12, 2001:

        Title of Class                                Number of Shares
        --------------                                ----------------
Common Stock, par value $.001                            17,150,078

   Transitional Small Business Disclosure Format (check one):

                   Yes  [  ]         No  [X]


<PAGE>


                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

                       BarPoint.com, Inc. and Subsidiaries
                          (A Development Stage Company)
                      Condensed Consolidated Balance Sheets

                                   (Unaudited)

                                                     December 31, September 30,
                                                         2000          2000
                                                      -----------  -----------

                            ASSETS

CURRENT ASSETS
Cash and cash equivalents                             $22,800,142  $34,278,727
Marketable securities, at market                          923,784    4,321,958
Restricted investments                                  1,500,000           --
Accounts receivable                                       150,104       85,245
Income taxes receivable                                   813,069           --
Inventories                                             2,397,195    2,400,881
Prepaid expenses                                        1,295,703    1,542,311
Other current assets                                      323,602      534,331
                                                      -----------  -----------
Total Current Assets                                   30,203,599   43,163,453
                                                      -----------  -----------


Property and equipment - net of accumulated
   depreciation of $636,553 and $462,978 at December
   31, 2000 and September 30, 2000, respectively        4,968,426    3,586,984
                                                      -----------  -----------


OTHER ASSETS

Goodwill-net of accumulated amortization of $91,160
   and $65,828 at December 31, 2000 and September
   30, 2000, respectively                                 828,568      652,299
Deferred tax asset                                        648,202           --
Other, net                                                 73,583       80,333
                                                      -----------  -----------
                                                        1,550,353      732,632
                                                      -----------  -----------

TOTAL ASSETS                                          $36,722,378  $47,483,069
                                                      ===========  ===========


                                       2
<PAGE>

                       BarPoint.com, Inc. and Subsidiaries
                          (A Development Stage Company)
                      Condensed Consolidated Balance Sheets
                                   (Unaudited)

                                                   December 31, September 30,
                                                       2000         2000
                                                   -----------  -----------

             LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable                                   $ 1,636,344  $ 2,185,870
Income taxes payable                                        --    4,930,840
                                                   -----------  -----------
Total Current Liabilities                            1,636,344    7,116,710

OTHER LIABILITIES
Deferred taxes payable                                      --      770,604
                                                   -----------  -----------


TOTAL LIABILITIES                                    1,636,344    7,887,314
                                                   -----------  -----------

COMMITMENT AND CONTINGENCIES (NOTE 4)

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
   17,150,078 and 16,934,237 at December 31, 2000
   and September 30, 2000, respectively                 17,150       16,934
Paid in capital                                     33,815,036   33,427,939
Retained earnings                                      838,750    3,628,916
Accumulated other comprehensive income                 415,098    2,521,966
                                                   -----------  -----------
Total Stockholders' Equity                          35,086,034   39,595,755
                                                   -----------  -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY         $36,722,378  $47,483,069
                                                   ===========  ===========


            See notes to condensed consolidated financial statements

                                       3
<PAGE>
                       BarPoint.com, Inc. and Subsidiaries
                          (A Development Stage Company)
                 Condensed Consolidated Statements of Operations
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                               For the Period
                                                       Three Months            from October 1,
                                                     Ended December 31,        1998 (date of
                                             ------------------------------   inception) through
                                                 2000              1999       December 31, 2000
                                             ------------      ------------   ------------------
<S>                                          <C>               <C>               <C>
Net sales                                    $    137,969      $     50,325      $    660,778
Cost of sales                                      18,740             1,767            71,453
                                             ------------      ------------      ------------
Gross profit                                      119,229            48,558           589,325
                                             ------------      ------------      ------------

Operating Expenses:
Selling, general and administrative             4,279,555         1,881,134        18,230,269
Research and development                          577,008           254,204         1,824,483
                                             ------------      ------------      ------------
Total Operating Expenses                        4,856,563         2,135,338        20,054,752
                                             ------------      ------------      ------------

Loss from operations                           (4,737,334)       (2,086,780)      (19,465,427)
                                             ------------      ------------      ------------

Other income:
Interest income                                   475,759            65,906         2,113,003
Net gains on sale of marketable
   securities and other assets                         --           370,447        19,412,051
                                             ------------      ------------      ------------
Total Other Income                                475,759           436,353        21,525,054
                                             ------------      ------------      ------------

(Loss) income before income tax
   benefit (expense)                           (4,261,575)       (1,650,427)        2,059,627

Income tax benefit (expense)                    1,471,409           681,637        (1,220,877)
                                             ------------      ------------      ------------

Net (loss) income                            $ (2,790,166)     $   (968,790)     $    838,750
                                             ============      ============      ============

(Loss) income per common share-- Basic       $      (0.16)     $      (0.07)     $       0.08
                                             ============      ============      ============

(Loss) income per common share-- Diluted     $      (0.16)     $      (0.07)     $       0.08
                                             ============      ============      ============

Weighted average common shares
Shares outstanding -- Basic                    17,021,980        14,083,732        10,688,490
                                             ============      ============      ============

Weighted average common shares
Shares outstanding -- Diluted                  17,021,980        14,083,732        11,159,534
                                             ============      ============      ============
</TABLE>

            See notes to condensed consolidated financial statements


                                       4
<PAGE>
                       BarPoint.com, Inc. and Subsidiaries
                          (A Development Stage Company)
            Condensed Consolidated Statements of Stockholders' Equity
                                   (Unaudited)
<TABLE>
<CAPTION>
                                              # of Shares                               Additional
                                             of Preferred        Common Stock            Paid-in
                                                Stock         Shares       Par Value     Capital
                                             ------------   ----------     ---------    ----------

<S>                                              <C>         <C>              <C>        <C>
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
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
Total comprehensive loss
                                              ----------------------------------------------------
Balance--September 30, 1999                      3          13,846,410        13,846    13,078,029

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
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
Comprehensive income (loss):
   Change in unrealized Gain on Marketable
     Securities
   (Net of Income Taxes of $1,545,721)
   Net Income
Total comprehensive income
                                              ----------------------------------------------------
Balance September 30, 2000                       3          16,934,237        16,934    33,427,939
Acquisition of Synergy Solutions, Inc.                          75,000            75       201,525
Issuance of Common Shares as compensation                      135,680           136       169,464
Issuance of Common Shares in exchange for
   services performed                                            5,161             5        16,108
Comprehensive income (loss):
   Change in Unrealized Gain on Marketable
     Securities
   (Net of Income Taxes of $254,415)
   Net loss
Total comprehensive loss
                                              ----------------------------------------------------
Balance December 31, 2000                        3          17,150,078       $17,150   $33,815,036
                                              ====================================================
</TABLE>


                                       5
<PAGE>
<TABLE>
<CAPTION>

                                                           Retained
                                                           Earnings
                                                           (deficit
                                               Note       accumulated    Accumulated
                                             Receivable     during         Other
                                                from      development   Comprehensive
                                             Stockholder     stage)     Income (loss)     Total
                                             -----------  ------------  --------------  ---------
<S>                                          <C>          <C>           <C>             <C>
BarPoint.com, Inc.
capitalization at inception                                                             $ 241,500

Reverse acquisition:
   Shares outstanding and net assets of The
     Harmat Organization at June 3, 1999                                                 4,528,330
   Issuance of shares to BarPoint.com
     shareholders                                                                               --
Private Placements and Subscription
   note receivable                            $(750,000)                                 7,554,515
Exercise of Stock Options                                                                   17,500
Issuance of Preferred Stock                                                                     30
Comprehensive income (loss):
   Change in unrealized Gain on Marketable
     Securities
   (Net of Income Tax Benefit of $376,459)                               $(1,015,665)
   Net Loss                                                 $(438,595)
Total comprehensive loss                                                                (1,454,260)
                                              ----------------------------------------------------
Balance--September 30, 1999                    (750,000)     (438,595)    (1,015,665)   10,887,615

Common Stock Dividend-- Record Date 6/2/99                                                      --
Stock Options Exercised                                                                      4,594
Cancellation of all Class A and Class B
   Warrants plus $50,000                                                                   (50,000)
Cashless exercise of Warrants                                                                   --
Warrants Exercised                                                                         434,406
Payment of Subscription Note Receivable         750,000                                    750,000
Issuance of Stock Options below Market Value                                               227,752
Issuance of Common Shares in exchange for
   services performed                                                                       87,005
Acquisition of Synergy Solutions, Inc.                                                     628,125
Private Placements                                                                      16,930,997
Warrants issued in exchange for services
   performed                                                                             1,876,329
Options issued as Settlement for a claim
   asserted                                                                                213,790
Comprehensive income (loss):
   Change in unrealized Gain on Marketable
     Securities
   (Net of Income Taxes of $1,545,721)                                     3,537,631
   Net Income                                               4,067,511                    7,605,142
Total comprehensive income
                                              ----------------------------------------------------
Balance September 30, 2000                       --         3,628,916      2,521,966    39,595,755
Acquisition of Synergy Solutions, Inc.                                                     201,600
Issuance of Common Shares as compensation                                                  169,600
Issuance of Common Shares in exchange for
   services performed                                                                       16,113
Comprehensive income (loss):
   Change in Unrealized Gain on Marketable
     Securities
   (Net of Income Taxes of $254,415)                                      (2,106,868)
   Net loss                                                (2,790,166)
Total comprehensive loss                                                                (4,897,034)
                                              ----------------------------------------------------
Balance December 31, 2000                     $ --         $  838,750     $  415,098   $35,086,034
                                              ====================================================
</TABLE>

            See notes to condensed consolidated financial statements

                                       6

<PAGE>
                       BarPoint.com, Inc. and Subsidiaries
                          (A Development Stage Company)
                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                       Three Months Ended     For the Period from
                                                                          December 31,       October 1, 1998 (date
                                                                ---------------------------  of inception) through
                                                                    2000            1999       December 31, 2000
                                                                ------------   ------------  ---------------------
<S>                                                             <C>            <C>            <C>
OPERATING ACTIVITIES:
Net (loss) income                                               $ (2,790,166)  $   (968,790)  $    838,750
Adjustments to reconcile net (loss)
income to net cash used by operating
activities:
   Depreciation and amortization                                     205,655        224,139      1,557,160
   Write-off of licensing fee                                             --             --        681,818
   Amortization of warrants issued in exchange for services          364,394             --      1,207,454
   Issuance of common stock in exchange for services                  16,113             --        103,118
   Issuance of stock options as settlement of a claim                     --             --        213,790
   Issuance of common stock as compensation                          169,600             --        169,600
   Issuance of stock options below market price                           --             --        227,752
   Non cash administration expenses                                       --          9,998         30,498
   Gain on sale of land                                                   --        (23,866)       (23,866)
   Gain on sale of marketable securities                                  --       (337,226)   (23,521,270)
   Impairment charges on marketable securities                            --             --      4,109,219
   Deferred income tax benefit                                      (127,500)      (681,637)    (2,199,545)

Changes in operating assets and liabilities:

   Accounts receivable                                               (64,859)            --       (150,104)
   Income tax receivable                                            (813,069)            --       (813,069)
   Inventories                                                         3,686             --     (2,397,195)
   Prepaid expenses                                                 (117,786)            --       (626,829)
   Other assets                                                      210,730        (59,938)       (47,738)
   Accounts payable and accrued expenses                            (549,526)       355,615      1,466,290
   Income taxes payable                                           (4,930,840)            --             --
                                                                  ----------     ----------    -----------
Net Cash Used in Operating Activities                             (8,423,568)    (1,481,705)   (19,174,167)
                                                                  ----------     ----------    -----------

INVESTING ACTIVITIES:
Proceeds from sales of marketable securities                              --        416,552     24,741,301
Purchases of property and equipment                                 (715,494)       (95,826)    (3,482,564)
Software development costs                                          (839,523)            --     (1,987,264)
Purchases of marketable securities                                (1,500,000)            --     (2,171,704)
Proceeds from sale of land                                                --        173,616        173,616
Acquisition costs                                                         --       (100,000)      (289,000)
Cash received in acquisition                                              --             --        628,227
                                                                  ----------     ----------    -----------
Net Cash (Used in) Provided by Investing Activities               (3,055,017)       394,342     17,612,612
                                                                  ----------     ----------    -----------

FINANCING ACTIVITIES:
Private placements of common stock                                        --             --     23,205,197
Proceeds from subscription receivable                                     --             --        750,000
Proceeds from exercise of warrants                                        --             --        434,406
Payments to cancel warrants                                               --        (50,000)       (50,000)
Stock options exercised                                                   --         81,860         22,094
                                                                  ----------     ----------    -----------
Net Cash Provided by Financing Activities                                 --         31,860     24,361,697
                                                                  ----------     ----------    -----------

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS             (11,478,585)    (1,055,503)    22,800,142
CASH AND CASH EQUIVALENTS - beginning of period                   34,278,727      5,973,955             --
                                                                  ----------     ----------    -----------
CASH AND CASH EQUIVALENTS - end of period                       $ 22,800,142   $  4,918,452   $ 22,800,142
                                                                ============   ============   ============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Taxes                                                           $  4,400,000   $         --   $  4,400,591
                                                                ============   ============   ============
SUPPLEMENTAL DISCLOSURE OF NON-CASH TRANSACTIONS:
Issuance of warrants in exchange for services                   $         --   $         --   $  1,876,328
                                                                ============   ============   ============
Software development costs for services rendered by certain
shareholders                                                    $         --   $         --   $    220,000
                                                                ============   ============   ============
</TABLE>

                                       7
<PAGE>
                       BarPoint.com, Inc. and Subsidiaries
                          (A Development Stage Company)
                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                       Three Months Ended     For the Period from
                                                                          December 31,       October 1, 1998 (date
                                                                ---------------------------  of inception) through
                                                                    2000            1999       December 31, 2000
                                                                ------------   ------------  ---------------------
<S>                                                             <C>            <C>            <C>
Product supply and technology license agreement acquired
through issuance of common stock                                $         --   $         --   $  1,500,000
                                                                ============   ============   ============
Non-cash administration expenses                                $         --   $      9,998   $     30,498
                                                                ============   ============   ============
Issuance of common stock for acquisition of Synergy Solutions,
Inc.                                                            $    201,600   $    628,125   $    829,725
                                                                ============   ============   ============
Finders fee applied to shareholder loan                         $         --   $         --   $    218,655
                                                                ============   ============   ============
</TABLE>

            See notes to condensed consolidated financial statements

                                       8
<PAGE>
                       BARPOINT.COM, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           FOR THE THREE MONTHS ENDED
                                DECEMBER 31, 2000
                                   (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. As a
         content provider, retail sales facilitator, and applications developer,
         BarPoint is dedicated to helping businesses and consumers make better
         buying decisions. BarPoint uses unique product identifiers, such as UPC
         barcode numbers, and patent pending "reverse search" technology to
         simplify the process of finding meaningful product information.

         The Company is in the development stage as of December 31, 2000.
         Although revenues have been generated from software sales by Synergy
         Solutions, Inc., a wholly owned subsidiary, as of December 31, 2000,
         BarPoint had not yet begun to generate revenues from its principal
         operations. Revenues from the BarPoint online and wireless product
         information and shopping services have begun to develop during the
         first quarter of calendar 2001. The successful completion of the
         Company's development program and, ultimately, the attainment of
         profitable operations is dependent upon future events, including
         maintaining adequate financing to fulfill its development activities
         and achieving a level of revenues adequate to support the Company's
         cost structure.

         On November 5, 1999, BarPoint acquired Synergy Solutions, Inc., which
         creates applications for mobile devices, for $100,000 cash and 150,000
         shares of BarPoint common stock. Synergy Solutions, Inc. software
         products are currently sold at major on-line, retail and catalog
         software vendors.

         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
         fiscal year ended September 30, 2000.

         The Company filed an 8-K during the fourth quarter of 2000 indicating
         that the Company changed its fiscal year end from September 30 to
         December 31, effective with the fiscal year beginning January 1, 2001.

2.       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 $23.8 million at December 31, 2000 and $34.1 million at
         September 30, 2000.

                                       9
<PAGE>

         RESTRICTED INVESTMENTS

         Restricted investments consists of certificates of deposit which are
         restricted to collateralize certain letters of credit required by a
         lessor to ensure the Company's performance under the lease of the
         Company's headquarters located in Deerfield Beach, Florida.

         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
          Leasehold improvements                  life of the underlying lease


         Software development costs primarily consist of payroll and related
         costs for website development including systems personnel, consultants,
         and other website and infrastructure costs. Software development costs
         are capitalized in accordance with Statement of Position No. 98-1 ("SOP
         98-1"), Accounting for the Costs of Computer Software Developed or
         Obtained for Internal Use, which was issued by the American Institute
         of Certified Public Accountants ("AICPA") in 1998. The Company adopted
         this statement effective October 1, 1999. SOP 98-1 requires the Company
         to capitalize certain payroll and payroll related costs and other costs
         that are directly related to the development of certain systems of the
         Company. The Company amortizes these costs on a straight-line basis
         over a period of three years, beginning upon completion of the
         development software. All costs that are not capitalized under SOP 98-1
         are recorded as research and development expense. In March 2000, The
         Emerging Issues Task Force ("EITF") issued EITF 00-2, Accounting for
         Website Development Costs. EITF 00-2 provides guidance on accounting
         for website development costs. The Company believes that its current
         accounting practices for website development costs comply with EITF
         00-2.

         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.

                                       10
<PAGE>

Reconciliation of Basic to Diluted Earnings per share:

         The reconciliation of the basic and diluted earnings per common share
is as follows:
<TABLE>
<CAPTION>

                                                      Three months ended December 31,
                                                      -------------------------------
                                                          2000                1999
                                                      ------------         ----------
         <S>                                            <C>                <C>
         Weighted average common shares outstanding     17,021,980         14,083,732
         Dilutive effect of:
         Stock options                                          --                 --
         Warrants                                               --                 --
                                                        ----------         ----------

         Weighted average common shares outstanding,
         assuming dilution                              17,021,980         14,083,732
                                                        ==========         ==========
</TABLE>

         For the three months ended December 31, 2000, options to purchase
         5,182,445 shares of common stock and 763,000 warrants were outstanding
         but were not included in the computation of diluted EPS since the
         effect would be antidilutive.

         For the three months ended December 31, 1999, options to purchase
         2,316,912 shares of common stock and 110,000 warrants were outstanding
         but were not included in the computation of diluted EPS since the
         effect would be antidilutive.

         GOODWILL

         On November 5, 1999, the Company acquired all of the outstanding common
         stock of Synergy Solutions, Inc. ("Synergy") for $100,000 cash and
         150,000 shares of the Company's common stock. Of the 150,000 shares,
         75,000 were held in escrow subject to earn-out provisions of the
         acquisition agreement. In October 2000, an agreement was reached with
         the Synergy shareholders to waive all earn-out provisions in exchange
         for the release of the 75,000 shares of BarPoint common stock held in
         escrow. The total fair value of the consideration paid was $929,725.
         The acquisition has been recorded under the purchase method of
         accounting. The cost in excess of net assets acquired of $919,728 was
         recorded as goodwill. Goodwill is being amortized over a ten-year
         period on a straight-line basis.

         REVENUE RECOGNITION

         The Company's revenue recognition policies are in compliance with
         American Institute of Certified Public Accountants Statement of
         Position ("SOP") 97-2, "Software Revenue Recognition", and SOP 98-4,
         "Deferral of the Effective Date of a Provision of SOP 97-2", which
         provide guidance on generally accepted accounting principles for
         recognizing revenue on software transactions. SOP 97-2 requires that
         revenue recognized from software arrangements be allocated to each
         element of the arrangement based on the relative fair values of the
         elements. The Company has adopted the provisions of these SOPs. The
         adoption has not resulted in the deferral of certain revenues
         associated with the Company's product sales.

         In December 1998, the Accounting Standards Executive Committee of the
         AICPA issued SOP 98-9, "Software Revenue Recognition, with Respect to
         Certain Arrangements," which required recognition of revenue using the
         "residual method" in a multiple element arrangement when fair value
         does not exist for one or more of the undelivered elements in the
         arrangement. SOP 98-9 is effective for transactions entered into after
         March 15, 1999. Under the "residual method", the total fair value of
         the undelivered elements is deferred and subsequently recognized in
         accordance with SOP 97-2. The adoption of SOP 98-9 did not have a
         material change in the accounting for revenues for the Company.

                                       11
<PAGE>

         In December 1999, the Securities and Exchange Commission released Staff
         Accounting Bulletin No. 101 "Revenue Recognition in Financial
         Statements" ("SAB 101"). SAB 101 provides guidance on revenue
         recognition issues. The Company adopted SAB 101 on October 1, 2000. The
         adoption of SAB 101 did not have a material impact on the Company's
         financial statements.

         The Company recognizes revenue upon shipment of shrink-wrapped software
         products based on "FOB shipping" terms. Under FOB Shipping terms, title
         and risk of loss are transferred when the products are shipped to the
         customer. In order to recognize revenue, the Company must not have any
         continuing obligations and it must also be probable that the Company
         will collect the accounts receivable. Revenue is recognized net of an
         allowance for returns. Reserves are provided for returns of excess
         quantities of current product versions, as well as previous versions of
         products still in the distribution channel when new versions are
         launched. In certain situations, when products are shipped to certain
         distributors, revenue is deferred until the products have been shipped
         to the retailers.

         The Company recognizes revenue from Internet products and services when
         that revenue is "earned" based on the nature of the particular product
         or service. For Internet products and services that are provided over a
         period of time, revenue is recognized pro rata based on the passage of
         the contractual time period during which the product or service is to
         be provided or in accordance with agreed upon performance criteria.
         However, where the Internet product or service is to be provided or
         delivered at one point in time, revenue is recognized once upon
         delivery of the product or completion of the service, rather than
         ratably over time. Furthermore, revenue is recognized provided that no
         significant obligations remain at the end of a period and collection of
         the resulting receivable is probable. Company obligations typically
         include guarantees of minimum number of impressions. To the extent
         minimum guaranteed impressions are not met, the Company defers
         recognition of the corresponding revenues until the remaining
         guaranteed impression levels are achieved.

         RECLASSIFICATIONS

         Certain prior year balances have been reclassified to conform to the
         current year presentation

                                       12
<PAGE>

3.       PROPERTY AND EQUIPMENT

         Property and equipment consists of the following:

                                          December 31,     September 30,
                                              2000             2000
                                          ------------     -------------
         Furniture and Fixtures              $36,596           $36,596
         Computer equipment and software   3,318,141         2,730,625
         Website development cost          2,122,264         1,282,741
         Leasehold improvements              127,978                --
                                          ----------        ----------
         Total                             5,604,979         4,049,962

         Less accumulated depreciation      (636,553)         (462,978)
                                          ----------        ----------
         Property and equipment, net      $4,968,426        $3,586,984
                                          ==========        ==========

         Depreciation expense totaled $173,575 and $7,999 for the three months
         ended December 31, 2000 and 1999, respectively.

4.       COMMITMENTS AND CONTINGENCIES

         LEGAL PROCEEDINGS

         The Company is not party to or aware of any legal proceedings or claims
         that the Company believes will have individually or in the aggregate a
         material adverse effect on our business, prospects, financial condition
         or operating results.

5.       SUBSEQUENT EVENTS

         In January 2001, the Company entered into an agreement with Logictier,
         Inc., a leading Internet operations provider, to host the Company's
         e-business and mobile commerce infrastructure commencing in March 2001.
         BarPoint intends to launch an enhanced backend infrastructure for its
         web and wireless operations that is secure and scalable and includes
         software from industry leaders Broadvision, WebMethods, Verity and
         Brience. BarPoint has selected Logictier, Inc., a leading Internet
         operations provider, to manage and host this new backend
         infrastructure. The appointment of Logictier will eliminate the need
         for BarPoint to oversee separate hosting facilities, purchase high-end
         servers and systems infrastructure, or hire additional staff dedicated
         to web server implementation and maintenance. Instead, Logictier will
         deploy, manage and support the entire suite of products and services
         necessary to support BarPoint.com's web infrastructure and access
         requirements including the operational services and the deployment and
         management of the hardware, software, network, and data centers. The
         complete Logictier package, which includes all necessary hardware and
         bandwidth in a totally scalable configuration, represents a
         multimillion-dollar commitment from BarPoint over an initial 3-year
         period. In connection with this Agreement, the Company has issued
         warrants to purchase up to 50,000 shares of the Company's common stock
         at a price per share of $1.719.


                                       13
<PAGE>

Item 2.  Management's Discussion and Analysis or Plan of Operation.

         Overview

         BarPoint.com is an online and wireless product information and shopping
service. As a content provider, retail sales facilitator, and applications
developer, BarPoint is dedicated to helping businesses and consumers make better
buying decisions. BarPoint's service uses unique product identifiers, such as
the UPC barcode number, and patent pending "reverse search" technology to
simplify the process of finding meaningful product information. The Company is
uniquely positioned to benefit from the growth in mobile commerce as wireless
communications, mobile computing and scanning technologies converge. Whether
using a handheld device to scan or manually enter the product's UPC or accessing
BarPoint's website from a desktop computer, BarPoint provides a direct route to
product information. BarPoint has strategic alliances with companies such as
AT&T Wireless (NYSE:AWE), Motorola (NYSE:MOT), Sprint PCS (NYSE: PCS), Verizon
Wireless, Go America (Nasdaq:GOAM), i3 Mobile, Inc. (Nasdaq: IIIM), JP Systems,
and Symbol Technologies (NYSE:SBL) and acquired Synergy Solutions in November
1999. Synergy builds applications for handheld computers that are focused on
improving productivity.

         BarPoint is in the development stage as of December 31, 2000. Although
revenues have been generated from software sales by Synergy Solutions, a wholly
owned subsidiary as of December 31, 2000, BarPoint had not yet begun to generate
revenues from its principal operations. Revenues from the BarPoint online and
wireless product information and shopping services to develop during the first
quarter of calendar 2001. The successful completion of BarPoint's development
program and, ultimately, the attainment of profitable operations is dependent
upon future events, including maintaining adequate financing to fulfill
development activities and achieving a level of revenues adequate to support
BarPoint's cost structure.

         BarPoint began operations as a development stage company in October
1998. It became a public corporation in June 1999 through the reverse
acquisition of The Harmat Organization, Inc., whose name was then changed to
BarPoint.com, Inc. BarPoint.com, Inc. began trading on the NASDAQ SmallCap
Market in June 2000. The preview website was launched in December 1999 and the
beginning of the expanded functionality was introduced in October 2000, with
ongoing enhancements continuing to be rolled out.

         Between June 1999 and April 2000, BarPoint was able to generate
approximately $50 million in cash to support development, infrastructure
investment and rollout of the BarPoint service. From June through August 1999,
we issued 4,499,868 shares of BarPoint common stock in private placements to
accredited investors for gross proceeds of approximately $6.2 million. In March
2000, we sold marketable securities obtained in the reverse acquisition of
Harmat for approximately $24.7 million. In April 2000, we issued 1,477,500
shares of BarPoint common stock in private placements for gross proceeds of
approximately $17.7 million.

         The 1999 private placements included a strategic investment by Symbol
Technologies, Inc. giving them an approximately 7.7% interest in BarPoint. As a
result of this relationship, BarPoint will promote the use of Symbol scanning
devices, develop applications that improve the functionality of scanning
devices, and will arrange for the sale of such devices to BarPoint partners
through Symbol, for which BarPoint will receive commissions on sales of Symbol
hardware and royalties on bundled BarPoint software.

         At December 31, 2000, we had $22.8 million in cash and cash equivalents
plus $1.5 million of certificates of deposit collateralizing letters of credit
and $0.9 million in marketable securities. We estimate that these resources are
adequate to cover operating expenses and capital expenditures for approximately
one year. In addition, we have begun to generate revenues from the BarPoint
service during the first quarter of calendar 2001, and expect continued growth
in Synergy Solutions software sales. However, there is no assurance that sales
will materialize as expected and that we will not require additional capital
prior to the end of such period.

         Results of Operations

         Net revenues for the quarter ended December 31, 2000 were $137,969, an
increase of $87,644, or 174%, from the comparable 1999 period. Compared to the
prior quarter ended September 30, 2000, net revenues increased



                                       14
<PAGE>

$27,796, or 25%. Revenues for all periods were from sales of Synergy Solutions
software applications for mobile devices. Synergy did not enter the retail
distribution channel until 2000, thus sales during the 1999 period were
primarily direct sales through the Synergy Solutions web site. In addition,
PDActivate 1.0 was first launched in December 1999. Synergy software is
currently sold at major on-line, retail, and catalog software vendors. The
increase over the prior quarter is primarily due to the successful
implementation of PDActivate 2.0 and the launch of SlideShow Commander during
the quarter. The sales increase for both periods was $20,000 higher than the
foregoing net revenue numbers indicate, because an allowance for returns was
established during the quarter ended December 31, 2000. In prior periods,
revenue was recorded when the product was sold to the end user, thus minimizing
potential returns. Due to the addition of new distribution channels, revenues
are now recorded when the distributor sells product to the retailers or the
product is sold directly to the end user.

         For the quarter ended December 31, 2000, BarPoint reported a net loss
of $2,790,166 or $0.16 per share basic and diluted, compared to a net loss of
$968,790, or $0.07 per share basic and diluted, in the comparable 1999 period.

         Losses from operations were $4,737,334 for the quarter ended December
31, 2000, compared to losses of $2,086,780 in the comparable 1999 period. The
increase from the comparable 1999 period is primarily due to the growth in
BarPoint's infrastructure with the number of employees increasing from 25 at
December 31, 1999 to 82 at December 31, 2000. Compared to the prior quarter
ended September 30, 2000, losses from operations decreased $725,774. The quarter
to quarter decrease results primarily from a $682,000 write-off of the
unamortized balance of the Symbol Technologies product supply and license
agreement in the quarter ended September 30,2000.

         Selling, general and administrative expenses were $4,279,555 for the
quarter ended December 31, 2000, compared to $1,881,134 the quarter ended
December 31, 1999. The primary reason for the increases in selling, general and
administrative expenses is growth of headcount from 25 at December 31, 1999 to
82 at December 31, 2000, and the corresponding increases in salaries and
benefits, facilities and administration. This growth was necessary to build the
foundation to support BarPoint's ongoing operations.

         Advertising expenses, which are included in selling, general and
administrative expenses, were $361,640, $238,617 and $207,800 for the quarters
ended December 31, 2000, September 30, 2000 and December 31, 1999 respectively.
Advertising expenses were primarily related to developing brand recognition. We
expect to increase the level of marketing and advertising expense to build
traffic on our site beginning in the second quarter of 2001, as we develop
additional partnerships with manufactures and retailers.

         Research and development expenses were $577,008, $590,441 and $254,204
for the quarters ended December 31, 2000, September 30, 2000 and December 31,
1999, respectively. The increase in research and development spending was
primarily due to the continued development of our product database, content and
technology infrastructure. While the majority of the development of our
technology infrastructure is expected to be completed by the end of March 2001,
there will be ongoing development of website functionality and software
applications.

         Interest income was $475,759, $603,257 and $65,906 for the quarters
ended December 31, 2000, September 30, 2000 and December 31, 1999 respectively.
The increase from the quarter ended December 31, 2000 versus December 31, 1999
was due to an increase in cash balances generated from proceeds from private
placements and sales of marketable securities. The decrease for the quarter
ended December 31, 2000 from the prior quarter ended September 30, 2000 resulted
from the decrease in cash and cash equivalents of approximately $11.5 million
which was due to a payment of federal income tax of $4.4 million, the $1.5
million purchase of certificates of deposit to collateralize letters of credit,
losses from operating activities of approximately $4.1 million and capital
expenditures of approximately $1.5 million. The interest was earned from the
investment of these balances in money market funds, AAA rated government
securities and A1/P1 rated commercial paper.

         Other income for the quarter ended December 31, 1999 consisted
primarily of gains on the sale of marketable securities.

                                       15
<PAGE>

         Liquidity and Capital Resources

         As of December 31, 2000, the Company had approximately $22.8 million in
cash and cash equivalents plus $1.5 million of certificates of deposit
collateralizing letters of credit and $0.9 million in marketable securities. The
marketable securities consisted of 278,836 shares of common stock of Socket
Communications, Inc. Cash and cash equivalents decreased approximately $11.5
million from September 30, 2000 due to a federal income tax payment of $4.4
million, the $1.5 million purchase of certificates of deposit to collateralize
letters of credit, losses from operating activities of approximately $4.1
million and capital expenditures of approximately $1.5 million. The tax payment
was triggered by a capital gain on the sale of marketable securities during the
fiscal year ended September 30, 2000. Since the Company expects losses from
operations for the foreseeable future, we expect to recover the entire $4.4
million through income tax refunds over the next eighteen months. Due to the
change in the Company's fiscal year to December 31, a short period tax return
will be filed for the three months ended December 31, 2000 from which we expect
a refund of approximately $1.4 million. The remaining $3.0 million refund is
expected after we file our tax return for the year ending December 31, 2001.

         Cash used in operations during the quarter ended December 31, 2000,
excluding the $4.4 million income tax payment, was $4,023,568 compared to
$1,481,705 during the comparable 1999 period. The increase was primarily driven
by growth of headcount from 25 at December 31, 1999 to 82 at December 31, 2000,
and the corresponding increases in salaries and benefits, facilities and
administration. During the past eighteen months, we have built the
infrastructure necessary to support BarPoint's ongoing operations. For the
quarter ended December 31, 2000, net cash used in investing activities was
$3,055,017, consisting primarily of software development, purchased software and
computer equipment, the $1.5 million purchase of certificates of deposit to
collateralize letters of credit, as well as tenant improvements at our new
headquarters facility. For the quarter ended December 31, 1999, there was cash
provided by investing activities consisting primarily of proceeds from the sale
of land of approximately $174,000 and proceeds from the sale of marketable
securities of approximately $417,000, partially offset by cost related to the
acquisition of Synergy Solutions, Inc. of $100,000 and purchases of property and
equipment of approximately $96,000.

         There were no material financing activities during the quarters ended
December 31, 2000 and 1999.

         We believe that cash and cash equivalents and marketable securities at
December 31, 2000 will be adequate to cover operating expenses for the next
year. To be successful, we need to continue growing our database, our customer
base, and our user base, and, we need to achieve a level of revenues adequate to
support our cost structure. We are taking a positive step towards achieving
higher revenue growth with the substantial completion and implementation of our
development and technology infrastructure, which is expected to occur in March
of 2001. While this effort has taken several months longer than originally
anticipated, we have designed and built a foundation that will support mobile
commerce and the rapid expansion of our database and user base. In addition,
management believes that the current economic environment may impact short-term
efforts to sell advertising space and promotional opportunities. We will work
diligently to control our spending while we grow revenue, but we cannot be
certain that we will not require additional capital prior to the end of the
current year. We are currently exploring alternatives for additional future
funding.

CAUTIONARY STATEMENT RELATING TO FORWARD LOOKING STATEMENTS

         This Form 10-QSB contains certain "forward looking statements" which
represent the Company's expectations or beliefs, including, but not limited to,
statements concerning industry performance and the Company's 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 the Company's
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 below under "Factors Affecting Our Operating Results, Business
Prospects and Market Price of Stock."

                                       16
<PAGE>

                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.

         None.

Item 2.  Changes in Securities and Use of Proceeds.

         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.

                  10.1     Logictier Master Terms and Conditions for TPM
                           Services, dated as of January 15, 2001, between
                           BarPoint and Logictier, Inc.  Confidential treatment
                           has been requested by the Company with respect to
                           portions of this document. Such portions are
                           indicated by "[*]".

         (b)      Reports on Form 8-K.

                  None.

                                       17
<PAGE>

                                   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: February 14, 2001

BarPoint.com, Inc.


By:      /s/ John C. Macatee
         --------------------------------------
         John C. Macatee
         President and Chief Executive Officer
         (Principal Executive Officer)



By:      /s/ Michael A Karmelin
         --------------------------------------
         Michael A. Karmelin
         Chief Financial Officer
         (Principal Financial Officer)

                                       18

<PAGE>
                                  EXIBIT INDEX

EXHIBIT NO.     DESCRIPTION
-----------     -----------

  10.1          Logictier Master Terms and Conditions for TPM
                Services, dated as of January 15, 2001, between
                BarPoint and Logictier, Inc.  Confidential treatment
                has been requested by the Company with respect to
                portions of this document. Such portions are
                indicated by "[*]".