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, 2001

[ ]               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 10th Street
                            Deerfield Beach, FL 33442
                    (Address of Principal Executive Offices)

                                 (954) 949-7000
                (Issuer's Telephone Number, Including Area Code)

                           One East Broward Boulevard
                                    Suite 410
                            Fort Lauderdale, FL 33301
                                 (954) 745-7500

              (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, 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]

                                       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
                                                                                   March 31,        December 31,
                                                                                      2001              2000
                                                                                  ------------      ------------
<S>                                                                               <C>               <C>
CURRENT ASSETS
Cash and cash equivalents                                                         $ 16,776,291      $ 22,800,142
Marketable securities, at market                                                       854,074           923,784
Restricted investments                                                               1,500,000         1,500,000
Accounts receivable                                                                    506,238           150,104
Income taxes receivable                                                              2,153,688           813,069
Inventories                                                                          2,260,124         2,397,195
Prepaid expenses                                                                     1,095,104         1,295,703
Other current assets                                                                   664,291           323,602
                                                                                  ------------      ------------
Total Current Assets                                                                25,809,810        30,203,599
                                                                                  ------------      ------------
Property and equipment - net of accumulated depreciation of $950,706 and
  $636,553 at March 31, 2001 and December 31, 2000, respectively                     6,572,835         4,968,426
                                                                                  ------------      ------------
OTHER ASSETS

Goodwill-net of accumulated amortization of $116,493 and $91,161
  at March 31, 2001 and December 31, 2000, respectively                                803,236           828,568
Deferred tax asset                                                                     692,569           648,202
Other, net                                                                              66,833            73,583
                                                                                  ------------      ------------
                                                                                     1,562,638         1,550,353
                                                                                  ------------      ------------
TOTAL ASSETS                                                                      $ 33,945,283      $ 36,722,378
                                                                                  ============      ============

                                    LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable and accrued expenses                                             $    938,986      $  1,636,344
Current portion of obligations under capital lease                                     109,870              --
Other current liabilities                                                                2,155              --
                                                                                  ------------      ------------
Total Current Liabilities                                                            1,051,011         1,636,344

OTHER LIABILITIES
Obligations under capital leases                                                       226,599              --
                                                                                  ------------      ------------
TOTAL LIABILITIES                                                                    1,277,610         1,636,344
                                                                                  ------------      ------------
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
  at March 31, 2001 and December 31, 2000                                               17,150            17,150
Paid in capital                                                                     33,850,036        33,815,036
(Deficit) retained earnings accumulated during development stage                    (1,589,385)          838,750
Accumulated other comprehensive income                                                 389,872           415,098
                                                                                  ------------      ------------
Total Stockholders' Equity                                                          32,667,673        35,086,034
                                                                                  ------------      ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                        $ 33,945,283      $ 36,722,378
                                                                                  ============      ============
</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
                                                         Three Months          October 1, 1998 (date
                                                        Ended March 31,        of inception) through
                                               ------------------------------        March 31,
                                                    2001             2000              2001
                                               ------------      ------------      ------------
<S>                                            <C>               <C>               <C>
Revenue

    BarPoint services and related sales        $    305,041      $       --        $    305,041
    Applications                                    180,015           169,965           840,793
                                               ------------      ------------      ------------
Total Revenue                                       485,056           169,965         1,145,834

Cost of sales                                       169,994            14,158           241,447
                                               ------------      ------------      ------------

Gross profit                                        315,062           155,807           904,387
                                               ------------      ------------      ------------

Operating Expenses:
Selling, general and administrative               3,720,395         3,183,778        20,393,504
Research and development                            324,718           354,943         2,149,201
Depreciation and amortization                       345,734           241,713         1,902,894
                                               ------------      ------------      ------------
Total Operating Expenses                          4,390,847         3,780,434        24,445,599
                                               ------------      ------------      ------------

Loss from operations                             (4,075,785)       (3,624,627)      (23,541,212)
                                               ------------      ------------      ------------

Other Income:
Interest income                                     340,193           220,794         2,453,197
Net gains on sale of marketable securities
   and other assets                                    --          23,052,216        19,412,051
                                               ------------      ------------      ------------
Total Other Income                                  340,193        23,273,010        21,865,248
                                               ------------      ------------      ------------

(Loss) income before income tax benefit          (3,735,592)       19,648,383        (1,675,964)

Income tax benefit (expense)                      1,307,457        (6,676,363)           86,581
                                               ------------      ------------      ------------

Net (loss) income                              $ (2,428,135)     $ 12,972,020      $ (1,589,385)
                                               ============      ============      ============

(Loss) income per common share--
   Basic                                       $      (0.14)     $       0.84      $      (0.14)
                                               ============      ============      ============

(Loss) income per common share--
   Diluted                                     $      (0.14)     $       0.74      $      (0.14)
                                               ============      ============      ============

Weighted average common shares
    Shares outstanding - Basic                   17,150,078        15,409,478        11,326,147
                                               ============      ============      ============

Weighted average common shares
    Shares outstanding - Diluted                 17,150,078        17,488,947        11,326,147
                                               ============      ============      ============
</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 from
                                                                       Three Months          October 1, 1998 (date
                                                                      Ended March 31,        of inception) through
                                                             ------------------------------        March 31,
                                                                  2001             2000              2001
                                                             ------------      ------------      ------------
<S>                                                          <C>               <C>               <C>
OPERATING ACTIVITIES:
Net (loss) income                                            $ (2,428,135)     $ 12,972,020      $ (1,589,385)
Adjustments to reconcile net loss to net cash used by
 operating activities:
    Depreciation and amortization                                 345,734           241,713         1,902,894
    Write-off of licensing fee                                       --                --             681,818
    Amortization of warrants issued in exchange for services      230,312           360,000         1,437,766
    Issuance of common stock in exchange for services                --                --             103,118
    Issuance of stock options as settlement of a claim               --                --             213,790
    Issuance of stock options as compensation                        --             220,000           169,600
    Issuance of stock options below market price                     --                --             227,751
    Non cash administration expenses                                 --                --              30,498
    Gain on sale of land                                             --                --             (23,866)
    Gain on sale of marketable securities                            --         (23,052,216)      (23,521,270)
    Impairment charges on marketable securities                      --                --           4,109,219
    Deferred income tax benefit                                      --                --          (2,199,544)
Changes in operating assets and liabilities:
    Accounts receivable                                          (356,134)          (42,174)         (506,238)
    Income taxes receivable                                    (1,340,619)        5,786,726        (2,153,688)
    Inventories                                                   137,071            (2,181)       (2,260,124)
    Prepaid expenses                                                5,905              --            (620,924)
    Other assets                                                 (340,689)          (35,785)         (388,427)
    Accounts payable and accrued expenses                        (697,358)          291,305           768,932
    Other current liabilities                                       2,155              --               2,155
                                                             ------------      ------------      ------------
Net Cash Used in Operating Activities                          (4,441,758)       (3,260,592)      (23,615,925)
                                                             ------------      ------------      ------------
INVESTING ACTIVITIES:
Proceeds from sales of marketable securities                         --          24,451,373        24,741,301
Purchases of property and equipment                            (1,223,623)          (93,822)       (4,706,187)
Software development costs                                       (279,634)             --          (2,266,898)
Purchases of marketable securities                                   --                --          (2,171,704)
Proceeds from sale of land                                           --                --             173,616
Acquisition costs                                                    --                --            (289,000)
Cash received in acquisition                                         --                --             628,227
                                                             ------------      ------------      ------------
Net Cash (Used in) Provided by Investing Activities            (1,503,257)       24,357,551        16,109,355
                                                             ------------      ------------      ------------
FINANCING ACTIVITIES:
Private placements of common stock                                   --                --          23,205,197
Proceeds from subscription receivable                                --             750,000           750,000
Proceeds from exercise of warrants                                   --             356,982           434,406
Payment of capital lease obligations                              (78,836)             --             (78,836)
Payments to cancel warrants                                          --                --             (50,000)
Stock options exercised                                              --                 159            22,094
                                                             ------------      ------------      ------------
Net Cash (Used in) Provided by Financing Activities               (78,836)        1,107,141        24,282,861
                                                             ------------      ------------      ------------
NET (DECREASE) INCREASE IN CASH AND CASH
   EQUIVALENTS                                                 (6,023,851)       22,204,100        16,776,291
CASH AND CASH EQUIVALENTS - beginning of period                22,800,142         4,918,452              --
                                                             ------------      ------------      ------------
CASH AND CASH EQUIVALENTS - end of period                    $ 16,776,291      $ 27,122,552      $ 16,776,291
                                                             ============      ============      ============
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      $    360,000      $  1,911,328
                                                             ============      ============      ============
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
                                                             ============      ============      ============
Finders fee applied to shareholder loan                      $       --        $       --        $    218,655
                                                             ============      ============      ============
</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
For each of the periods and the period from October 1, 1998 (date of inception)
                             through March 31, 2001
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                     # of                                                       Note
                                                   Shares of    # of                                          Receivable
                                                   Preferred  Shares of                        Additional       from
                                                     Stock   Common Stock       Par Value    Paid-In Capital  Stockholder
                                                   --------------------------------------------------------------------------
<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 shareholders              6,633,942            6,534           (6,534)
Private Placements and Subscription
   note receivable                                             4,499,868            4,500        8,300,015       $(750,000)
Exercise of Stock Options                                         50,000               50           17,450
Issuance of Preferred Stock                           3                                                 30
Comprehensive income (loss):
  Change in unrealized Gain on
    Marketable Securities
    (Net of Income Tax Benefit of $376,459)
    Net Loss
Total comprehensive loss
                                                   --------------------------------------------------------------------------
Balance - September 30, 1999                          3       13,846,410           13,846      $13,078,029       ($750,000)
                                                   --------------------------------------------------------------------------

Common Stock Dividend - Record Date 6/2/99                       878,770             $879            $(879)
Stock Options Exercised                                           12,186               13            4,581
Cancellation of all Class A and
   Class B Warrants plus $50,000                                 325,000              325          (50,325)
Cashless exercise of Warrants                                    195,372              195             (195)
Warrants Exercised                                                97,339               97          434,309
Payment of Subscription Note Receivable                                                                           $750,000
Issuance of Stock Options below Market Value                                                       227,752
Issuance of Common Shares in exchange
   for services performed                                         26,660               26           86,979
Acquisition of Synergy Solutions, Inc.                            75,000               75          628,050
Private Placements                                             1,447,500            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 Tax Benefit of $1,545,721)
    Net Income
Total comprehensive income
                                                   --------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
                                                   (Deficit)
                                                   Retained
                                                   Earnings
                                                  accumulated    Accumulated
                                                    during          Other
                                                  development    Comprehensive
                                                    stage        Income (loss)          Total
                                                  -----------------------------------------------
<S>                                                <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                                                                    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                        ($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
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 Tax Benefit of $1,545,721)                      $3,537,631
    Net Income                                     $4,067,511
Total comprehensive income                                                            7,605,142
                                                  -------------------------------------------------
</TABLE>

                                        5
<PAGE>
<TABLE>
<CAPTION>
                                                     # of                                                       Note
                                                   Shares of    # of                                          Receivable
                                                   Preferred  Shares of                        Additional       from
                                                     Stock   Common Stock       Par Value    Paid-In Capital  Stockholder
                                                   --------------------------------------------------------------------------
<S>                                                   <C>     <C>                 <C>          <C>                     <C>
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             $ -
                                          -----------------------------------------------------------------------------------

Warrants issued in exchange
   for services performed                                                                          $35,000
Comprehensive income (loss):
  Change in Unrealized Gain on
   Marketable Securities
   (Net of Income Tax benefit of $13,583)
   Net loss
Total comprehensive loss

                                          -----------------------------------------------------------------------------------
Balance March 31, 2001                                3       17,150,078          $17,150      $33,850,036             $ -
                                          -----------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                   (Deficit)
                                                   Retained
                                                   Earnings
                                                  accumulated    Accumulated
                                                    during          Other
                                                  development    Comprehensive
                                                    stage        Income (loss)          Total
                                                  -----------------------------------------------
<S>                                                <C>             <C>              <C>

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

Warrants issued in exchange
   for services performed                                                               $35,000
Comprehensive income (loss):
  Change in Unrealized Gain on
   Marketable Securities
   (Net of Income Tax benefit of $13,583)                            $(25,226)
   Net loss                                        (2,428,135)
Total comprehensive loss                                                             (2,453,361)

                                                   ------------------------------------------------
Balance March 31, 2001                            ($1,589,385)       $389,872       $32,667,673
                                                   ------------------------------------------------
</TABLE>

            See notes to condensed consolidated financial statements

                                       6

<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 service and
         applications developer. 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. BarPoint, under the brand name
         Synergy Solutions, also develops applications for handheld computers
         that are focused on improving productivity. In addition, BarPoint
         develops custom applications for its partners that support the use of
         BarPoint services.

                  BarPoint is in the development stage as of March 31, 2001.
         During the quarter ended March 31, 2001, BarPoint began to generate
         revenues from core web and wireless services and related sales of
         scanning devices, which accounted for approximately 60% of the
         approximately $485,000 of revenues for the quarter. The balance of the
         revenues for the quarter was from Synergy Solutions software sales and
         related license and royalty fees. The continuation 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.

                  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 and the
         Form 10-QSB for the quarter ended December 31, 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 and
         restricted investments. The Company places its cash, cash

                                       7

<PAGE>

         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 $17.9
         million at March 31, 2001 and $23.8 million at December 31, 2000.

         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
         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.

         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.

                                       8

<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 March 31,
                                                         ----------------------------
                                                            2001               2000
                                                         ----------         ----------
         <S>                                             <C>                <C>
         Weighted average common shares outstanding      17,150,078         15,409,478
         Dilutive effect of:
           Stock options                                         --          1,997,006
           Warrants                                              --             82,463
                                                         ----------         ----------
         Weighted average common shares outstanding,
           assuming dilution                             17,150,078         17,488,947
                                                         ==========         ==========
</TABLE>

                  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.

                  For the three months ended March 31, 2000, options to purchase
         24,316 shares of common stock 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. Such conformity to SAB 101 did
         not have a material impact on the Company's financial statements.

                                       9

<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
         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 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.

         RECLASSIFICATIONS

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


3.       PROPERTY AND EQUIPMENT

         Property and equipment consists of the following:

<TABLE>
<CAPTION>
                                                   March 31,           December 31,
                                                     2001                 2001
                                               ----------------       -------------
         <S>                                   <C>                    <C>
         Furniture and Fixtures                $        306,779       $      36,596
         Computer equipment and software              4,364,312           3,318,141
         Website development costs                    2,401,898           2,122,264
         Leasehold improvements                         450,552             127,978
                                               ----------------       -------------
         Total                                        7,523,541           5,604,979

         Less accumulated depreciation                 (950,706)           (636,553)
                                               ----------------       -------------
         Property and equipment, net           $      6,572,835           4,968,426
                                               ================       =============
</TABLE>

                  Depreciation expense totaled $314,153 and $173,575 for the
         three months ended March 31, 2001 and 2000, respectively.

                                       10

<PAGE>

4.       COMMITMENTS AND CONTINGENCIES

         LEGAL PROCEEDINGS

                  On March 23, 2001, HighPoint Systems, Inc. ("HighPoint")
         notified BarPoint.com, Inc. via correspondence that HighPoint had filed
         a patent infringement complaint on March 22, 2001 against BarPoint and
         Office Depot, Inc. in the United States District Court, District of
         Massachusetts. As of May 14, 2001, process has not been served upon the
         Company. BarPoint does not believe that it has infringed upon any
         HighPoint patent, and will vigorously defend itself against the
         allegations if and when the complaint is actually served.

5.       SUBSEQUENT EVENTS

                  On May 3, 2001, Logictier, Inc., the company that hosts
         BarPoint's e-business and mobile commerce infrastructure, unexpectedly
         advised BarPoint that it is exiting the internet hosting business and
         that it expects BarPoint to transition to another hosting facility by
         May 31, 2001. Logictier and BarPoint are collaborating on the
         preparation and execution of a transition plan and the Company's making
         every effort to minimize or avoid any disruption of service during this
         transition.

                                       11

<PAGE>


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


         Overview

         BarPoint.com is an online and wireless product information service and
applications developer. 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, Motorola, Sprint PCS, Verizon Wireless, Go America, i3
Mobile, Inc., US West/Quest, Air2Web and Symbol Technologies. BarPoint, under
the brand name Synergy Solutions, also develops applications for handheld
computers that are focused on improving productivity. In addition, BarPoint
develops custom applications that support the use of BarPoint services for its
partners.

         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. In November 1999, BarPoint
acquired Synergy Solutions, Inc., which is now a wholly-owned subsidiary of
BarPoint. Synergy focuses on building applications for handheld computers that
improve user productivity.

         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. During
the first quarter of 2000, we sold marketable securities obtained in the reverse
acquisition of Harmat for approximately $24.5 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.

         BarPoint is in the development stage as of March 31, 2001. During the
quarter ended March 31, 2001, BarPoint began to generate revenues from core web
and wireless services and related sales of scanning devices, which accounted for
approximately 60% of the approximately $485,000 of revenues for the quarter. The
balance of the revenues for the quarter was from Synergy Solutions software
sales and related license and royalty fees. The continuation 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.

                                       12

<PAGE>

         At March 31, 2001, the Company had total assets of approximately $34.0
million and total liabilities of approximately $1.3 million, with approximately
$16.8 million in cash and cash equivalents and approximately $854,000 in
marketable securities. In addition, the Company expects to receive an income tax
refund of approximately $4.4 million after it files its tax return for the tax
year ending September 30, 2001. We estimate that these resources are adequate to
cover operating needs for more than twelve months going forward, regardless of
revenue assumptions. However, there is no assurance that we will not require
additional capital prior to the end of such period due to unforseen events.

         Results of Operations

         For the quarter ended March 31, 2001 net revenues grew to $485,056, an
increase of 250% sequentially over prior quarter revenues of $137,970, and an
increase of 185% over same quarter last year revenues of $169,965. First quarter
results demonstrate the execution of our previously outlined strategy of
diversifying our revenue stream to include significant revenues from our core
web and wireless services. Approximately 60% of our revenue during the first
quarter came from these new services and related sales of scanning devices. The
software applications business which, until now, represented the majority of the
Company's sales, continued to perform well during the period as a result of
broader distribution of new products such as SlideShow Commander for Palm OS
handheld computers

         Results for the first quarter of 2001 reflect additional retail
distribution for our packaged software applications; the commercialization of
our first custom application, The Office Depot Quick Purchase Program; and the
introduction of the My BarPoint Mobile application. We also implemented the
enhanced BarPoint platform which is powered by custom technology from leading
providers such as BroadVision, Verity, WebMethods and Brience. The primary
objectives of the technology upgrade were to increase scalability, improve
security, improve search capability, and accelerate the integration of datafeeds
from multiple sources. In addition, the new platform facilitated the
introduction of a secure online and mobile wallet and shopping cart to enable
registered BarPoint users to make direct wireless purchases from vendor
partners.

         The net loss for the quarter ended March 31, 2001 was $2,428,135, or
$0.14 per share basic and diluted, an improvement of approximately $362,000, or
$0.02 per share basic and diluted, compared to the prior quarter net loss of
$2,790,165, or $0.16 per share basic and diluted. For the quarter ended March
31, 2000, the Company had net income of $12,972,020, or $0.84 per share basic
and $0.74 diluted, primarily due to gains on the sales of marketable securities.

         The loss from operations for the quarter ended March 31, 2001 was
$4,075,785, an improvement of approximately $662,000 compared to the prior
quarter loss from operations of $4,737,333. The loss from operations for the
same quarter last year was $3,624,627. The improvement from the prior quarter
results primarily from increased gross profit of $196,000 due to increased
revenue, reduced selling, general and administrative expense of $354,000 and
reduced research and development expense of $252,000, partially offset by
increased depreciation and amortization expense of $140,000. The $451,158
increase in the loss from operations from the quarter ended March 31, 2000 is
primarily due to costs related to the implementation of our new technology
platform and operational infrastructure.

         Selling, general and administrative expenses were $3,720,395 for the
quarter ended March 31, 2001, a decrease of $353,503 sequentially from the prior
quarter. The decrease is primarily due to lower marketing and advertising
expense, lower travel expense and lower compensation expense due to a one-time
non-cash incentive bonus paid in the quarter ended December 31, 2000, partially
offset by increased facilities cost. Compared to the quarter ended March 31,
2000, selling, general and administrative expenses increased $536,617, primarily
due to costs related to the implementation of our new technology platform and
operational infrastructure.

                                       13

<PAGE>

         Marketing and advertising expenses, which are included in selling,
general and administrative expenses, were approximately $197,000, $362,000 and
$839,000 for the quarters ended March 31, 2001, December 31, 2000 and March 31,
2000 respectively. Spending during the quarter ended March 31, 2000 included
agency fees which were discontinued in April 2000 and advertising costs related
to the introduction of our preview website in December 1999. Due to current
economic conditions, we plan to maintain marketing and advertising expense at a
conservative level unless definitive revenue commitments warrant additional
spending.

         Research and development expenses were $324,718, $577,008 and $354,943
for the quarters ended March 31, 2001, December 31, 2000 and March 31, 2000,
respectively. During the quarter ended December 31, 2000, additional costs to
maintain and enhance the functionality of the previous technology platform were
expensed as incurred and are reflected in the higher level of research and
development cost for that period. Research and development expense relates to
planning stage activities for new applications or enhancements. The majority of
our development spending since March 2000 relates to web site application and
infrastructure development activities, which are capitalized under generally
accepted accounting principles.

         Interest income was $340,193, $475,759 and $220,794 for the quarters
ended March 31, 2001, December 31, 2000 and March 31, 2000 respectively. The
decrease for the quarter ended March 31, 2001 from the prior quarter ended
December 31, 2000 resulted from the decrease in cash and cash equivalents of
approximately $6.0 million due to cash used in operating activities of
approximately $4.4 million and capital expenditures of approximately $1.5
million. The increase from the quarter ended March 31, 2000 was due to an
increase in cash balances generated from proceeds from private placements in
April 2000 and sales of marketable securities during the first quarter of 2000,
partially offset by operating losses and capital expenditures. The interest was
earned from the investment of these balances in money market funds, government
securities and commercial paper.

         Other income for the quarter ended March 31, 2000 consisted primarily
of gains on the sale of marketable securities.

         Liquidity and Capital Resources

         At March 31, 2001, the Company had total assets of approximately $34.0
million and total liabilities of approximately $1.3 million, with approximately
$16.8 million in cash and cash equivalents and approximately $854,000 in
marketable securities. The marketable securities consisted of 278,836 shares of
common stock of Socket Communications, Inc. Cash and cash equivalents decreased
approximately $6.0 million from December 31, 2000 due to cash used in operating
activities of approximately $4.4 million and capital expenditures of
approximately $1.5 million. The Company expects to receive a Federal tax refund
of approximately $4.4 million once the tax return is filed for the year ended
September 30, 2001. The refund of the tax is predicated upon generating tax
losses sufficient to absorb taxable income reported for the tax year ended
September 30, 2000. We expect that tax losses for the tax year ending September
30, 2001 will be sufficient to recover all of the tax paid for the tax year
ended September 30, 2000.

         Cash used in operations during the quarter ended March 31, 2001, was
$4,441,758 compared to $3,260,592 during the comparable 2000 period. The
increase was primarily driven by growth of headcount from 56 at March 31, 2000
to 81 at March 31, 2001, and the corresponding increases in salaries and
benefits, facilities and administration. During this period we built BarPoint's
technology platform and operational infrastructure. For the quarter ended March
31, 2001, net cash used in investing activities was $1,503,257 consisting
primarily of software development, purchased software and computer equipment, as
well as tenant improvements at our new headquarters facility. For the quarter
ended March 31, 2000, there was cash provided by investing activities consisting
primarily of proceeds

                                       14

<PAGE>

from the sale of marketable securities of approximately $24.5 million.

         There were no material financing activities during the quarters ended
March 31, 2001. During the quarter ended March 31, 2000, proceeds of $750,000
were received from the payment of a subscription receivable and proceeds of
approximately $357,000 were received from the exercise of warrants.

         In mid-April 2001, the Company announced the streamlining of operations
with a reduction in overall spending and the elimination of 13 positions. With
the new technology platform and facilities now in place, capital spending for
the foreseeable future is expected to be substantially reduced. These
reductions, along with significantly reduced infrastructure spending going
forward will substantially reduce the Company's cash burn rate.

         We believe that cash and cash equivalents and marketable securities at
March 31, 2001 plus the $4.4 million federal income tax refund expected in
December 2001, will be adequate to cover operating needs for more than twelve
months going forward, regardless of revenue assumptions. 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. Management believes that the current economic environment may impact
short-term efforts to sell advertising space and promotional opportunities. As
we continue our efforts to grow revenue and control cost, we will explore
opportunities to raise additional capital through strategic relationships and
other alternatives.

         Subsequent Events

         On May 3, 2001, Logictier, Inc., the company that hosts BarPoint's
e-business and mobile commerce infrastructure, unexpectedly advised BarPoint
that it is exiting the internet hosting business and that it expects BarPoint to
transition to another hosting facility by May 31, 2001. Logictier and BarPoint
are collaborating on the preparation and execution of a transition plan and we
are making every effort to minimize or avoid any disruption of service during
this transition.

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 in our Form 10-KSB for the year ended September 30, 2000 under
"Factors Affecting Our Operating Results, Business Prospects and Market Price of
Stock."

                                       15

<PAGE>

                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.

         On March 23, 2001, HighPoint Systems, Inc. ("HighPoint") notified
BarPoint.com, Inc. via correspondence that HighPoint had filed a patent
infringement complaint on March 22, 2001 against BarPoint and Office Depot, Inc.
in the United States District Court, District of Massachusetts. As of May 14,
2001 process has not been served upon the Company. BarPoint does not believe
that it has infringed upon any HighPoint patent, and will vigorously defend
itself against the allegations if and when the complaint is actually served.

Item 2.  Changes in Securities and Use of Proceeds.

         In April 2001, BarPoint granted restricted stock in lieu of partial
salary to the following executives: Leigh Rotschild (88,188 shares), John C.
Macatee (88,188 shares), Jeffrey Sass (48,263 shares) and Robert Whittle (4,424
shares). In addition, BarPoint granted restricted stock in lieu of cash director
fees to the following directors: Gerald C. McDonough (25,000 shares), Marguerite
Sallee (5,000 shares), Symbol Technologies (25,000 shares), Jay H. Linn (15,000
shares) and David Wachter (12,500 shares). BarPoint believes these grants are
exempt from registration under the Securities Act of 1933, as amended under
Section 4(2) of the Securities Act and the rules and regulations promulgated
thereunder.

Item 3. Defaults Upon Senior Securities.

         None.

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

         On February 26, 2001, at the annual meeting of stockholders of the
Company, the following persons were elected as directors of the Company for a
term of one year or until a successor has been elected and qualified: Leigh M.
Rothschild, John C. Macatee, Jeffrey W. Sass, Seymour G. Siegel, David W. Sass,
Jay Howard Linn, Kenneth Jaeggi, Gerald McDonough, Marguerite Sallee and David
Wachter.

    ------------------------------------------------------------------------
    Name                             Votes in Favor           Votes Withheld
    ------------------------------------------------------------------------
    Leigh M. Rothschild                14,192,037                 41,923
    ------------------------------------------------------------------------
    John C. Macatee                    14,192,037                 41,923
    ------------------------------------------------------------------------
    Jeffrey W. Sass                    14,192,037                 41,923
    ------------------------------------------------------------------------
    Seymour G. Siegel                  14,192,037                 41,923
    ------------------------------------------------------------------------
    David W. Sass                      14,192,037                 41,923
    ------------------------------------------------------------------------
    Jay Howard Linn                    14,192,037                 41,923
    ------------------------------------------------------------------------
    Kenneth Jaeggi                     14,192,037                 41,923
    ------------------------------------------------------------------------
    Gerald C. McDonough                14,192,037                 41,923
    ------------------------------------------------------------------------
    Marguerite Sallee                  14,192,037                 41,923
    ------------------------------------------------------------------------
    David Wachter                      14,192,037                 41,923
    ------------------------------------------------------------------------

         In addition the following proposals were passed:

1. Adoption of the 2000 Employee Stock Purchase Plan

    --------------------------------------------------------------------------
                 Votes For              Votes Against           Votes Withheld
    --------------------------------------------------------------------------
                 9,436,009                 72,684                  23,019
    --------------------------------------------------------------------------

                                       16

<PAGE>

2. Approval and ratification of Amended and Restated BarPoint.com, Inc. Equity
   Incentive Plan

    --------------------------------------------------------------------------
                 Votes For              Votes Against           Votes Withheld
    --------------------------------------------------------------------------
                 9,359,960                 148,913                 22,839
    --------------------------------------------------------------------------

Item 5. Other Information.

         None.


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

         (a)      Exhibits.

                  None.


         (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: May 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