<PAGE>

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

                             ____________________

                                  FORM 10-QSB

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

     For the quarter ended March 31, 2002

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



                            Commission file number:
                                   000-21235

                              BARPOINT.COM, INC.

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

                             2200 SW 10/th/ Street
                           Deerfield Beach, FL 33442
                   (Address of Principal Executive Offices)

                                (954) 949-7000
               (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 May 14, 2002:

           Title of Class                                Number of Shares
           --------------                                ----------------
   Common Stock, par value $.001                            18,630,599

          Transitional Small Business Disclosure Format (check one):

                              Yes [_]     No [X]

                                       1
<PAGE>

                        PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

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

<TABLE>
<CAPTION>
                                             ASSETS
                                                                                       December 31,
                                                                 March 31, 2002            2001
                                                                 --------------        ------------
<S>                                                              <C>                   <C>
CURRENT ASSETS
Cash and cash equivalents                                        $    9,034,563        $ 12,614,583
Marketable securities                                                   452,882             468,444
Restricted investments                                                1,500,000           1,500,000
Accounts receivable, net                                                769,802             394,761
Income taxes receivable                                                 252,287                   -
Inventories                                                             122,844             475,826
Prepaid expenses                                                        320,727             332,788
Other current assets                                                     49,396             152,300
                                                                 --------------       -------------
Total Current Assets                                                 12,502,501          15,938,702
                                                                 --------------       -------------


PROPERTY AND EQUIPMENT                                                4,792,205           5,445,970
                                                                 --------------       -------------

OTHER ASSETS
Goodwill-net of accumulated amortization of $594,728
  at March 31, 2002 and December 31, 2001                               325,000             325,000
Other, net                                                               39,805              46,471
                                                                 --------------       -------------
                                                                        364,805             371,471
                                                                 --------------       -------------
TOTAL ASSETS                                                     $   17,659,511       $  21,756,143
                                                                 ==============       =============

                                    LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable                                                 $      972,018       $     965,205
Dividends payable                                                             -           2,234,586
Income taxes payable                                                    475,520             478,424
Current portion of obligations under capital leases                     148,146             144,451
                                                                 --------------       -------------
Total Current Liabilities                                             1,595,684           3,822,666

OTHER LIABILITIES
Obligations under capital leases                                        111,611             142,305
Other long-term liabilities                                                   -             112,500
                                                                 --------------       -------------
TOTAL LIABILITIES                                                     1,707,295           4,077,471
                                                                 --------------       -------------

COMMITMENTS AND CONTINGENCIES (NOTE 5)

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 18,630,599
     at March 31, 2002 and December 31, 2001                             18,631              18,631
Additional paid in capital                                           34,433,089          34,433,089
Deferred compensation                                                   (50,000)            (82,242)
(Deficit) accumulated during development stage                      (18,499,020)        (16,726,528)
Accumulated other comprehensive income                                   49,516              35,722
                                                                 --------------       -------------
Total Stockholders' Equity                                           15,952,216          17,678,672
                                                                 --------------       -------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                       $   17,659,511       $  21,756,143
                                                                 ==============       ==============
</TABLE>

           See notes to Condensed Consolidated Financial Statements

                                       2
<PAGE>

                      BarPoint.com, Inc. and Subsidiaries
                         (A Development Stage Company)
                Condensed Consolidated Statements of Operations
                                  (Unaudited)
<TABLE>
<CAPTION>
                                                                            For the
                                                                          Period from
                                                                           October 1,
                                                  Three Months           1998 (date of
                                                 Ended March 31,           inception)
                                            -------------------------       through
                                                2002          2001       March 31, 2002
                                            -----------    ----------    --------------
<S>                                          <C>           <C>           <C>
Revenue
   BarPoint services and related sales      $   387,734   $   305,041    $  1,636,712
   Applications                                  23,888       180,015       1,087,244
                                            -----------   -----------    ------------
Total Revenue                                   411,622       485,056       2,723,956

Cost of sales                                   354,211       169,994       1,381,484
                                            -----------   -----------    ------------

Gross profit                                     57,411       315,062       1,342,472
                                            -----------   -----------    ------------
Operating Expenses:
Selling, general and administrative           1,519,900     3,720,395      32,922,715
Research and development                              -       324,718       2,528,357
Depreciation and amortization                   625,851       345,734       4,585,807
Restructuring charges                                 -             -         815,495
                                            -----------   -----------    ------------
Total Operating Expenses                      2,145,751     4,390,847      40,852,374
                                            -----------   -----------    ------------

Loss from operations                         (2,088,340)   (4,075,785)    (39,509,902)
                                            -----------   -----------    ------------
Other Income:
Interest and other income                        44,711       340,193       2,875,203
Net gains  on sales of marketable
   securities and other assets                   18,850             -      19,433,972
                                            -----------   -----------    ------------
Total Other Income                               63,561       340,193      22,309,175
                                            -----------   -----------    ------------

Loss before income tax benefit               (2,024,779)   (3,735,592)    (17,200,727)

Income tax benefit                              252,287     1,307,457         936,292
                                            -----------   -----------    ------------

Net loss                                    $(1,772,492)  $(2,428,135)   $(16,264,435)
                                            ===========   ===========    ============
Loss per common share--

   Basic and Diluted                        $     (0.10)  $     (0.14)   $      (1.23)
                                            ===========   ===========    ============


Weighted average common shares
   outstanding - Basic and Diluted           18,630,599    17,150,078      13,188,620
                                            ===========   ===========    ============
</TABLE>

See notes to Condensed Consolidated Financial Statements.

                                       3
<PAGE>

                      BarPoint.com Inc. and Subsidiaries
                         (A Development Stage Company)
                Condensed Consolidated Statements of Cash Flows
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                                                        For the Period
                                                                           Three Months                 from October 1,
                                                                          Ended March 31,                1998 (date of
                                                                -----------------------------------    inception) through
                                                                      2002                2001          March 31, 2002
                                                                -----------------------------------    ------------------
<S>                                                             <C>                  <C>               <C>
OPERATING ACTIVITIES:
Net loss                                                        $    (1,772,492)     $   (2,428,135)    $   (16,264,435)
Adjustments to reconcile net loss to net cash used by
-----------------------------------------------------
 operating activities:
 --------------------
  Depreciation and amortization                                         625,851             345,734           4,585,807
  Amortization of warrants issued in exchange for services                    -             230,312           1,923,578
  Amortization of deferred compensation                                  32,242                   -             149,624
  Provision for doubtful accounts                                             -                   -             154,505
  Write-off of licensing fee                                                  -                   -             681,818
  Impairment of goodwill                                                      -                   -             406,840
  Non-cash portion of restructuring charges                                   -                   -             677,622
  Inventory  Write-down                                                       -                   -           1,176,562
  Issuance of common stock in exchange for services                           -                   -             158,118
  Issuance of stock options as settlement of a claim                          -                   -             213,790
  Issuance of stock options as compensation                                   -                   -             169,600
  Issuance of stock options below market price                                -                   -             227,752
  Non cash administration expenses                                            -                   -              30,498
  Loss on sale of property and equipment                                 26,994                   -              11,564
  Gain on sale of marketable securities                                 (45,844)                  -         (23,591,060)
  Impairment charges on marketable securities                                 -                   -           4,109,219
  Deferred income tax  (benefit)                                                                  -            (849,910)
Changes in operating assets and liabilities:
-------------------------------------------
  Accounts receivable                                                  (375,041)           (356,134)           (924,307)
  Income taxes receivable                                              (255,191)         (1,340,619)           (223,906)
  Inventories                                                           352,982             137,071          (1,050,085)
  Prepaid expenses                                                       12,061               5,905            (320,726)
  Other assets                                                          102,904            (340,689)            143,949
  Accounts payable and other long-term liabilities                     (105,687)           (695,203)            (67,767)
                                                                ---------------      --------------     ---------------
Net Cash Used in Operating Activities                                (1,401,221)         (4,441,758)        (28,471,350)
                                                                ---------------      --------------     ---------------

INVESTING ACTIVITIES:
Proceeds from sales of marketable securities                             75,200                   -          24,854,126
Purchases of property and equipment                                           -          (1,223,623)         (5,608,860)
Software development costs                                                    -            (279,634)         (2,395,950)
Purchases of marketable securities                                            -                   -          (2,203,964)
Proceeds from sale of property and equipment                              7,586                   -             232,112
Acquisition costs                                                             -                   -            (289,000)
Cash received in acquisition                                                  -                   -             628,227
                                                                ---------------      --------------     ---------------
Net Cash  Provided (Used in) by Investing Activities                     82,786          (1,503,257)         15,216,691
                                                                ---------------      --------------     ---------------

FINANCING ACTIVITIES:
Private placements of common stock                                            -                   -          23,205,197
Proceeds from subscription receivable                                         -                   -             750,000
Proceeds from exercise of warrants                                            -                   -             434,406
Payment of capital lease obligations                                    (26,999)            (78,836)           (155,548)
Payment of common stock dividend                                     (2,234,586)                  -          (2,234,586)
Payments to cancel warrants                                                   -                   -             (50,000)
Proceeds from exercise of stock options                                       -                   -             339,753
                                                                ---------------      --------------     ---------------
Net Cash (Used in) Provided by Financing Activities                  (2,261,585)            (78,836)         22,289,222
                                                                ---------------      --------------     ---------------

NET (DECREASE) INCREASE IN CASH AND CASH
   EQUIVALENTS                                                       (3,580,020)         (6,023,851)          9,034,563
CASH AND CASH EQUIVALENTS - beginning of period                      12,614,583          22,800,142                   -
                                                                ---------------      --------------     ---------------
CASH AND CASH EQUIVALENTS - end of period                       $     9,034,563      $   16,776,291     $     9,034,563
                                                                ===============      ==============     ===============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Taxes                                                           $             -      $            -     $     4,400,591
                                                                ===============      ==============     ===============

SUPPLEMENTAL DISCLOSURE OF NON-CASH TRANSACTIONS:
Assets acquired via capital lease                               $             -      $      415,305     $       415,305
                                                                ===============      ==============     ===============
Issuance of warrants in exchange for services                   $             -      $       35,000     $     1,876,328
                                                                ===============      ==============     ===============
Software development costs for services rendered by
certain shareholders                                            $             -      $            -     $       220,000
                                                                ===============      ==============     ===============
Product supply and technology license agreement acquired
through issuance of common stock                                $             -      $            -     $     1,500,000
                                                                ===============      ==============     ===============
Non-cash administration expenses                                $             -      $            -     $        30,498
                                                                ===============      ==============     ===============
</TABLE>

                                       4
<PAGE>

<TABLE>
<CAPTION>
                                                                                                        For the Period
                                                                           Three Months                 from October 1,
                                                                          Ended March 31,                1998 (date of
                                                                -----------------------------------    inception) through
                                                                      2002                2001          March 31, 2002
                                                                -----------------------------------    ------------------
<S>                                                             <C>                  <C>               <C>

Finders fee applied to shareholder loan                         $             -      $            -     $       218,655
                                                                ===============      ==============     ===============
</TABLE>

           See notes to Condensed Consolidated Financial Statements.

                                       5
<PAGE>

                      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 March 31, 2002
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                                                                    Deferred
                                                  # of Shares of    # of Shares of                Additional      Stock-Based
                                                  Preferred Stock    Common Stock    Par Value  Paid-In Capital   Compensation
                                                  ----------------------------------------------------------------------------
<S>                                               <C>                <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                                    6,633,942        6,534          (6,534)
shareholders
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

<CAPTION>
                                                                         Retained
                                                                         Earnings
                                                                         (Deficit)
                                                                        Accumulated
                                                                          during        Accumulated Other
                                                   Note Receivable      Development       Comprehensive
                                                   from 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
</TABLE>

                                       6
<PAGE>

                      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 March 31, 2002
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                                                                    Deferred
                                                  # of Shares of    # of Shares of                Additional      Stock-Based
                                                  Preferred Stock    Common Stock    Par Value  Paid-In Capital   Compensation
                                                 ------------------------------------------------------------------------------
<S>                                               <C>               <C>              <C>        <C>               <C>
Comprehensive income (loss):
  Change in unrealized Gain on
    Marketable Securities
    (Net of Income Tax Benefit 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 Tax benefit of $ 1,291,306)
   Net loss
Total comprehensive loss

                                                  -----------------------------------------------------------------------------
Balance December 31, 2000                                     3       17,150,078     $  17,150  $    33,815,036   $         -
                                                  -----------------------------------------------------------------------------
<CAPTION>
                                                                         Retained
                                                                         Earnings
                                                                         (Deficit)
                                                                        Accumulated
                                                                          during         Accumulated Other
                                                   Note Receivable      Development       Comprehensive
                                                   from Stockholder        Stage          Income (loss)           Total
                                                  --------------------------------------------------------------------------
<S>                                               <C>                   <C>              <C>                   <C>
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                        $             -       $  3,628,916     $   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 Tax benefit of $ 1,291,306)                                            $  (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>

                                       7
<PAGE>

                      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 March 31, 2002 (Unaudited)

<TABLE>
<CAPTION>
                                                                                                                     Deferred
                                               # of Shares of       # of Shares of                  Additional      Stock-Based
                                               Preferred Stock       Common Stock    Par Value   Paid-In Capital   Compensation
                                               --------------------------------------------------------------------------------
<S>                                            <C>                  <C>              <C>         <C>               <C>
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..................................
   Net Loss...............................
Total Comprehensive Loss
                                               ------------------------------------------------------------------------------
Balance December 31, 2001.................                 3         18,630,599        $18,631     $34,433,089       $(82,242)
                                               ------------------------------------------------------------------------------

Amortization of deferred stock-based
compensation..............................                                                                             32,242
Comprehensive loss:
     Change in unrealized gain on
marketable securities.....................
     Net loss.............................
Total Comprehensive Loss
                                               ------------------------------------------------------------------------------
Balance March 31, 2002....................                 3         18,630,599        $18,631     $34,433,089       $(50,000)
                                               ------------------------------------------------------------------------------

<CAPTION>
                                                                          Retained
                                                                          Earnings
                                                                         (Deficit)
                                                                       Accumulated        Accumulated
                                                                            during              Other
                                                  Note Receivable      Development      Comprehensive
                                                  from Stockholder           Stage      (Loss) Income        Total
                                                  --------------------------------------------------------------------
<S>                                               <C>                  <C>              <C>                  <C>
Warrants issued in exchange
     for services performed...............                                                                      47,251
Issuance of Common Shares as
  compensation                                                                                                       -
Amortization of deferred stock-based
compensation..............................                                                                     117,382
Issuance of Common Shares in connection
  with Employee Stock Purchase program....                                                                      11,420

Issuance of Common Shares in exchange
for services..............................                                                                      55,000
Stock Options Exercised...................                                                                     306,239
Comprehensive income (loss):
  Change in Unrealized Gain on
Marketable Securities....................                                                    (379,376)
  Common Stock Dividend - Record Date
12/24/01..................................                                  (2,234,586)                     (2,234,586)
   Net Loss...............................                                 (15,330,692)
Total Comprehensive Loss..................                                                                 (15,710,068)
                                                  --------------------------------------------------------------------
Balance December 31, 2001.................           $      -             $(16,726,528)    $   35,722     $ 17,678,672
                                                  --------------------------------------------------------------------

Amortization of deferred stock-based
compensation..............................                                                                      32,242
Comprehensive loss:
     Change in unrealized gain on
marketable securities.....................                                                     13,794
     Net loss.............................                                  (1,772,492)
Total Comprehensive Loss..................                                                                  (1,758,698)
                                                  --------------------------------------------------------------------
Balance March 31, 2002....................           $      -             $(18,499,020)    $   49,516     $ 15,952,216
                                                  --------------------------------------------------------------------
</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
                                  (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 provider
     that also develops mobile device software applications for consumers and
     businesses. BarPoint's product information and shopping service platform
     utilizes patent pending reverse search technology to enable users to search
     for product information using unique product identifiers, including
     universal product codes, catalog numbers and SKU numbers. BarPoint
     continues to compile an extensive product database of retail products with
     barcode numbers and related information that the Company obtains through
     data feeds from retailers, manufacturers and data aggregators. BarPoint has
     strategic alliances with companies such as AT&T Wireless, Motorola, Sprint
     PCS, Verizon Wireless, Cingular Wireless, Go America, i3 Mobile, Inc., US
     West/Quest, Air2Web and Symbol Technologies. BarPoint also develops custom
     applications that support the use of BarPoint services for its partners
     and, under the brand name Synergy Solutions, develops applications for
     handheld computers that are focused on improving productivity.

          BarPoint is in the development stage as of March 31, 2002 for
     financial reporting purposes. Historically, revenues have been generated
     from software sales by Synergy Solutions, Inc., a wholly owned subsidiary,
     but in fiscal 2001 BarPoint has begun to generate revenues from its
     principal operations. Although infrastructure is in place to conduct the
     Company's principal operations, the Company 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 and Synergy Solutions
     software sales. Revenues to date from principal operations have not been
     significant. For the quarter ended March 31, 2002, approximately 94% of the
     approximately $412,000 of revenues for the quarter came from BarPoint
     services and related sales, the majority of which was related sales of
     scanning devices. The balance of the revenues for the year were from
     Synergy Solutions, Inc. software sales and related license and royalty
     fees. The Company expects revenues from the BarPoint online and wireless
     product information and shopping services to develop and grow during the
     remainder of 2002 and at that time, the Company anticipates exiting the
     development stage. 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.

2.   LIQUIDITY AND CAPITAL RESOURCES


          The Company's management has begun to implement it's restructuring
     program to significantly reduce operating costs by streamlining the
     business through reductions in headcount, consolidation of office
     facilities and reduction in overhead. With regard to headcount, as of March
     31, 2002 there were 21 employees, as compared to 81 as of March 31, 2001.
     In addition, as of December 31, 2001 the Company had terminated all
     obligations under lease agreements with the exception of it's Deerfield
     Beach, Florida Headquarters. Subsequent to December 31, 2001, the Company
     entered into a conditional agreement with the landlord to terminate the
     Deerfield Beach, Florida headquarters lease and vacate the premises
     effective June
                                       9
<PAGE>

         1, 2002. The termination of this agreement is subject to the successful
         execution of a new lease between the landlord and a third party. This
         combined with further efforts to reduce operating expense and cash burn
         rate as well as to implement the Company's new business strategy,
         satisfy management that cash and cash equivalents and marketable
         securities at March 31, 2002 will be sufficient to support ongoing
         operations for the foreseeable future.

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 and
         restricted investments. The Company places its cash, cash equivalents,
         and restricted investments 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 $8.5
         million at March 31, 2002 and $12.1 million at December 31, 2001.

         RESTRICTED INVESTMENTS

                  Restricted investments consists of certificates of deposit
         that 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:

<TABLE>
        <S>                                                        <C>
         Computer hardware, software and other equipment                      3 years
         Furniture and fixtures                                               5 years
         Website infrastructure                                               3 years
         Leasehold improvements                                     life of the underlying lease
</TABLE>

                  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.

                                       10
<PAGE>

         NEW ACCOUNTING PRONOUNCEMENTS AND INTERPRETATIONS

                  In June 2001, the FASB issued SFAS No. 141, Business
         Combinations. This statement supersedes APB Opinion No. 16, Business
         Combinations, and SFAS No. 38, Accounting for Preacquisition
         Contingencies of Purchased Enterprises. This statement provides that
         all business combinations in the scope of this pronouncement are to be
         accounted for using one method, the purchase method. The provisions of
         this statement apply to all business combinations initiated after June
         30, 2001. Management has determined the impact of the transition to
         SFAS No. 141 was not material to the condensed consolidated financial
         statements.

                  In June 2001, the FASB issued SFAS No. 142, Goodwill and Other
         Intangible Assets. This statement supersedes APB Opinion No. 17,
         Intangible Assets. This statement provides guidance on how goodwill and
         other intangible assets should be accounted for after they have been
         initially recognized in the financial statements. The effective date of
         this statement is for fiscal years beginning after December 15, 2001.
         Management has not yet determined the impact that the transition to
         SFAS No. 142 will have on the condensed consolidated financial
         statements. In July 2001, the FASB issued SFAS No. 143, Accounting for
         Obligations Associated with the Retirement of Long-Lived Assets. SFAS
         No. 143 provides accounting guidance for retirement obligations
         associated with tangible long-lived assets. SFAS No. 143 is effective
         for fiscal years beginning after June 15, 2002. Management determined
         the impact of the transition to SFAS No. 143 was not material to the
         condensed consolidated financial statements.

                  In October 2001, the FASB issued SFAS No. 144, Accounting for
         the Impairment or Disposal of Long-Lived Assets. This statement
         replaces FASB Statement No. 121, Accounting for the Impairment of
         Long-Lived Assets and for Long-Lived Assets to be Disposed Of. This
         statement also replaces APB Opinion No. 30, Reporting Results of
         Operations-Reporting the Effects of Disposal of a Segment of a
         Business. This statement requires that those long-lived assets be
         valued at the lower of carrying amount or fair value less costs to
         sell, whether reported in continuing operations or in discontinued
         operations. Accordingly, discontinued operations will no longer be
         measured at net realizable value or include amounts for operating
         losses that have not yet occurred. The provisions of SFAS No. 144 are
         effective for fiscal years beginning after December 15, 2001.
         Management has determined the impact of the transition to SFAS No. 144
         was not material to 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 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 March 31, 2002, 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

                                       11
<PAGE>

          shares outstanding and diluted EPS includes the effect of dilutive
          outstanding options and warrants.

                                       12
<PAGE>

Reconciliation of Basic to Diluted Earnings per share:


                  The reconciliation of the basic and diluted earnings per
         common share is as follows:

                                                     Three months ended
                                                         March 31,
                                               ------------------------------
                                                  2002               2001
                                               -----------       ------------

         Weighted average common shares
           outstanding                          18,630,599         17,150,078
         Dilutive effect of:
           Stock options                                --                 --
           Warrants                                     --                 --
                                               -----------       ------------

         Weighted average common shares
           outstanding, assuming dilution       18,630,599         17,150,078
                                               ===========       ============

                  For the three months ended March 31, 2002, options to purchase
         3,743,515 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 three months ended March 31,
         2001, options to purchase 3,824,820 shares of common stock and 798,000
         warrants were outstanding but were not included in the computation of
         diluted EPS since the effect would be antidilutive.

         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 accounting principles generally accepted in the
         United States of America 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 require a
         material change in the accounting for revenues for the Company.

                  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 conformed its revenue recognition
         policies to SAB 101 on October 1, 2000. The conformity to SAB 101 did
         not have a material impact on the Company's financial statements.

                                       13
<PAGE>

                  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
         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 a 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.

         cost of sales

                  Cost of sales includes only direct costs to produce and
         distribute software products and direct costs to facilitate sales on
         the Company's Synergy Solutions website. In addition, cost of sales
         includes the cost of scanning devices (the SPT1500 scanning Personal
         Digital Assistant) sold during the period. The inventory of scanning
         devices is carried at lower of cost or market.

         RECLASSIFICATIONS

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

4.       PROPERTY AND EQUIPMENT

         Property and equipment consists of the following:

                                                March 31,       December 31,
                                                  2002              2001
                                             -------------      ------------
         Furniture and Fixtures              $     303,905      $    303,905
         Computer equipment and software         2,628,281         2,738,941
         Website infrastructure                  4,929,545         4,929,545
         Leasehold improvements                    346,244           346,244
                                             -------------      ------------

         Total                                   8,207,975         8,318,635

         Less accumulated depreciation          (3,415,770)       (2,872,665)
                                             -------------      ------------

                                       14
<PAGE>

         Property and equipment, net         $   4,792,205      $  5,445,970
                                             =============      ============


                  Depreciation expense totaled $619,185 and $314,153 for the
         three months ended March 31, 2002 and 2001, respectively.

5.       COMMITMENTS AND CONTINGENCIES

         LEGAL PROCEEDINGS

         On June 22, 2001, the Company filed a law suit against its former
         managed service provider, Logictier, Inc., and certain of its officers
         and directors, in the United States District Court for the Northern
         District of California. The suit involves Logictier's abrupt
         discontinuation of certain Web site hosting and related services to the
         Company. The Company seeks money damages in an amount to be determined
         at trial. As of May 9, 2002, the parties are currently in the process
         of completing discovery.

         On or about November 26, 2001, VisualTek Solutions, Inc. filed a Demand
         for Arbitration with the American Arbitration Association concerning an
         alleged breach of a certain contract between the Company and VisualTek,
         dated August 15, 2000. VisualTek has requested relief against the
         Company for "breach of contract," "quantum meruit" and "common counts."
         The amount of relief claimed is for "monetary damages according to
         proof." The Company believes that VisualTek's claims are without merit
         and intends to vigorously defend itself in the proceeding, but cannot
         predict the outcome of this matter. The Company has also raised
         counterclaims against VisualTek for damages. As of May 9, 2002, the
         parties have selected an arbitrator and are engaged in preliminary
         motion practice and discovery and document exchange. Hearings are
         currently scheduled to commence on or about July 15, 2002.

6.       SUBSEQUENT EVENTS

         In conjunction with its decision to preserve BarPoint's excess capital
         for the benefit of the Company's shareholders, on April 30, 2002, the
         Board of Directors approved the declaration of a dividend of $0.12 per
         common share (approximately $2.3 million) to be paid on June 14, 2002
         to shareholders of record as of May 30, 2002.

                                       15
<PAGE>

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


         Overview

         BarPoint is an online and wireless product information and shopping
service provider that also develops mobile device software applications for
consumers and businesses. BarPoint's product information and shopping service
platform utilizes patent pending reverse search technology to enable users to
search for product information using unique product identifiers, including
universal product codes, catalog numbers and SKU numbers. BarPoint continues to
compile an extensive product database of retail products with barcode numbers
and related information that we obtain through data feeds from retailers,
manufacturers and data aggregators. BarPoint has strategic alliances with
companies such as AT&T Wireless, Motorola, Sprint PCS, Verizon Wireless,
Cingular Wireless, Go America, i3 Mobile, Inc., US West/Quest, Air2Web and
Symbol Technologies. BarPoint also develops custom applications that support the
use of BarPoint services for its partners and, under the brand name Synergy
Solutions, develops applications for handheld computers that are focused on
improving productivity.

         BarPoint is in the development stage as of March 31, 2002 for financial
reporting purposes. Historically revenues have been generated from software
sales by Synergy Solutions, Inc., a wholly owned subsidiary, but beginning in
fiscal 2001 BarPoint has begun to generate revenues from its principal
operations. Although our infrastructure is in place to conduct our principal
operations, we have not generated significant revenues from core web and
wireless services. We expect revenues from the BarPoint online and wireless
product information and shopping services to develop and grow during 2002 and at
that time, we anticipate exiting the development stage. 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.



         At March 31, 2002, we had total assets of approximately $17.7 million
and total liabilities of approximately $1.7 million, with approximately $9.0
million in cash and cash equivalents and approximately $453,000 in marketable
securities. With the substantial completion and stabilization of BarPoint's
technology infrastructure and the completion of several new Synergy software
products, the continuing costs for hardware, software, research and development
will be reduced substantially. As a result of these reductions and the savings
detailed above, we have substantially reduced our cash burn rate. This has
allowed us to preserve a substantial amount of our capital for future strategic
uses, including dividends, investments, or acquisitions. We may require
additional capital prior to the end of such period if the need arises due to
unforeseen events or if the Company changes its strategic direction.

         Critical Accounting Policies and Estimates

         Our discussion and analysis of our financial condition and results of
operations are based upon our condensed 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,

                                       16
<PAGE>

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 include property
and equipment, software development costs and goodwill. 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. If these estimates change in the future we may
be 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 March 31, 2002 net revenues were $411,622, a
decrease of 18% as compared to the same quarter last year revenues of $485,056.
Approximately 94% of our revenue during the first quarter came from BarPoint
services and related sales of scanning devices. Revenues from such services in
the same quarter last year accounted for approximately 63% of the revenue
generated. For the three months ended March 31, 2002 and 2001, one customer,
Office Depot, accounted for more than 50% of the company's sales.

         The loss from operations for the first quarter ended March 31, 2002 was
$2,088,340. The loss from operations for the same quarter last year was
$4,075,785.

         The net loss for the first quarter ended March 31 ,2002 was $1,772,492,
or $0.10 per share basic and diluted. For the quarter ended March 31, 2001, the
Company had a net loss of $2,428,135, or $0.14 per share basic and diluted.

         Selling, general and administrative expenses were $1,519,900 for the
quarter ended March 31, 2002, a decrease of $2,200,495 compared to the quarter
ended March 31, 2001 primarily due to the reductions in salaries and benefits of
approximately $1.3 million, facilities cost reductions of $179,000, as well as a
decrease in public and investor relations costs of approximately $185,000. The
reduction of these costs as well as the overall decrease in expenses for the
quarter ended March 31, 2002 are the result of BarPoint's restructuring in the
second half of 2001.

         Marketing and advertising expenses, which are included in selling,
general and administrative expenses, were approximately $24,047 and $115,073 for
the quarters ended March 31, 2002, and March 31, 2001 respectively. As a result
of the streamlined operations, marketing and advertising spending will be
nominal.

         Research and development expenses were $0 and $324,718 for the quarters
ended March 31, 2002 and March 31, 2001, respectively. These expenses consist
primarily of non-cash expenses related to the amortization of warrants issued to
vendors in connection with services rendered on the Company's behalf. As of
January 1, 2002, all such amortization of warrants has been fully expensed.
Research and

                                       17
<PAGE>

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 $43,461 and $336,691 for the quarters ended March
31, 2002, and March 31, 2001, respectively. The decrease from the quarter ended
March 31, 2001 was due to a decrease in cash balances resulting from operating
losses and capital expenditures 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 March 31, 2002, the Company had total assets of approximately $17.7
million and total liabilities of approximately $1.7 million, with approximately
$9.0 million in cash and cash equivalents and approximately $453,000 in
marketable securities. The marketable securities consisted of 248,836 shares of
common stock of Socket Communications, Inc. Cash and cash equivalents decreased
approximately $3.6 million from December 31, 2001 due to losses from operating
activities of approximately $1.4 million and the January 14, 2002 common stock
dividend payment of approximately $2.2 million.

         The Company's management has begun to implement it's restructuring
program to significantly reduce operating costs by streamlining the business
through reductions in headcount, consolidation of office facilities and
reduction in overhead. With regard to headcount, as of March 31, 2002 there were
21 employees, as compared to 81 as of March 31, 2001. In addition, as of
December 31, 2001 the Company had terminated all obligations under lease
agreements with the exception of it's Deerfield Beach, Florida headquarters.
Subsequent to December 31, 2001, the Company entered into a conditional
agreement with the landlord to terminate the Deerfield Beach, Florida
headquarters lease and vacate the premises effective June 1, 2002. The
termination of this agreement is subject to the successful execution of a new
lease between the landlord and a third party. This combined with further efforts
to reduce operating expense and cash burn rate as well as to implement the
Company's new business strategy, satisfy management that cash and cash
equivalents and marketable securities at March 31, 2002 will be sufficient to
support ongoing operations for the foreseeable future.

         Subsequent Events

         In conjunction with its decision to preserve BarPoint's excess capital
for the benefit of the Company's shareholders, on April 30, 2002, the Board of
Directors approved the declaration of a dividend of $0.12 per common share
(approximately $2.3 million) to be paid on June 14, 2002 to shareholders of
record as of May 30, 2002.




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

                                       18
<PAGE>

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 in our Form 10-KSB for the year ended December 31,
2001 under "Factors Affecting Our Operating Results, Business Prospects and
Market Price of Stock."

                                       19
<PAGE>

                          PART II - OTHER INFORMATION


Item 1.  Legal Proceedings.

         On June 22, 2001, the Company filed a law suit against its former
         managed service provider, Logictier, Inc., and certain of its officers
         and directors, in the United States District Court for the Northern
         District of California. The suit involves Logictier's abrupt
         discontinuation of certain Web site hosting and related services to the
         Company. The Company seeks money damages in an amount to be determined
         at trial. As of May 9, 2002, the parties are currently in the process
         of completing discovery.

         On or about November 26, 2001, VisualTek Solutions, Inc. filed a Demand
         for Arbitration with the American Arbitration Association concerning an
         alleged breach of a certain contract between the Company and VisualTek,
         dated August 15, 2000. VisualTek has requested relief against the
         Company for "breach of contract," "quantum meruit" and "common counts."
         The amount of relief claimed is for "monetary damages according to
         proof." The Company believes that VisualTek's claims are without merit
         and intends to vigorously defend itself in the proceeding, but cannot
         predict the outcome of this matter. The Company has also raised
         counterclaims against VisualTek for damages. As of May 9, 2002, the
         parties have selected an arbitrator and are engaged in preliminary
         motion practice and discovery and document exchange. Hearings are
         currently scheduled to commence on or about July 15, 2002.


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 Addendum to Change in Control Agreement dated April 30,
         2002 between BarPoint.com, Inc. and Jeffrey S. Benjamin

         (b)      Reports on Form 8-K.

                  None.

                                       20
<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: May __, 2002

BarPoint.com, Inc.


By:      /s/ Jeffrey W. Sass
         ---------------------------------------
         Jeffrey W. Sass
         President and Chief Executive Officer
         (Principal Executive Officer)



By:      /s/ Jeffrey S. Benjamin
         ---------------------------------------
         Jeffrey S. Benjamin
         Chief Financial Officer
         (Principal Financial Officer)

                                       21
<PAGE>

                                 Exhibit Index

Exhibit
  No.                       Description
  ---                       -----------

  10.1         Addendum to Change in Control Agreement