<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 September 30, 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 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 November 14, 2001:

             Title of Class                        Number of Shares
             --------------                        ----------------
     Common Stock, par value $.001                    17,512,199

          Transitional Small Business Disclosure Format (check one):

                              Yes  [_]    No  [X]
<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
                                                                              September 30,     December 31,
                                                                                  2001              2000
                                                                            ---------------     ------------
<S>                                                                         <C>                 <C>
CURRENT ASSETS
Cash and cash equivalents                                                       $10,579,025      $22,800,142
Marketable securities, at market                                                    323,449          923,784
Restricted investments                                                            1,500,000        1,500,000
Accounts receivable, net                                                            324,199          150,104
Income taxes receivable                                                           3,188,523          813,069
Inventories, net                                                                  1,423,870        2,397,195
Prepaid expenses                                                                    706,640        1,295,703
Other current assets                                                                210,308          323,602
                                                                                -----------      -----------
Total Current Assets                                                             18,256,014       30,203,599
                                                                                -----------      -----------

Property and equipment - net of accumulated depreciation of $2,236,065 and
  $636,553 at September 30, 2001 and December 31, 2000, respectively              6,251,712        4,968,426
                                                                                -----------      -----------

OTHER ASSETS
Goodwill-net of accumulated amortization of $164,455 and $91,161
  at September 30, 2001 and December 31, 2000, respectively                         755,274          828,568
Deferred tax assets                                                                       -          648,202
Other, net                                                                           53,290           73,583
                                                                                -----------      -----------
                                                                                    808,564        1,550,353
                                                                                -----------      -----------
TOTAL ASSETS                                                                    $25,316,290      $36,722,378
                                                                                ===========      ===========
                                    LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses                                           $   537,514      $ 1,636,344
Current portion of obligations under capital leases                                  74,023                -
                                                                                -----------      -----------
Total Current Liabilities                                                           611,537        1,636,344

OTHER LIABILITIES
Obligations under capital leases                                                    224,756                -
                                                                                -----------      -----------
TOTAL LIABILITIES                                                                   836,293        1,636,344
                                                                                -----------      -----------


COMMITMENTS AND CONTINGENCIES (NOTE 4)

STOCKHOLDERS' EQUITY
Preferred stock: $.001 par value; authorized 5,000,000
     shares; 3 shares issued and outstanding                                              -                -
Common stock: $.001 par value; authorized 100,000,000
    shares; issued and outstanding of 17,512,199 and 17,150,078 shares
     at September 30, 2001 and December 31, 2000, respectively                       17,512           17,150
Additional paid in capital                                                       34,050,661       33,815,036
Deferred compensation                                                               (45,702)               -
(Deficit) retained earnings accumulated during development stage                 (9,451,787)         838,750
Accumulated other comprehensive (loss) income                                       (90,687)         15,098
                                                                                -----------      -----------
Total Stockholders' Equity                                                       24,479,997       35,086,034
                                                                                -----------      -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                      $25,316,290      $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
                                                                                                                    October 1, 1998
                                                                                                                        (date of
                                                                                                                       inception)
                                                Three Months                               Nine Months                  through
                                              Ended September 30,                       Ended September 30,           September 30,
                                     -----------------------------------          ------------------------------
                                         2001                   2000                    2001           2000                2001
                                     -----------            ------------          -------------    ------------        -----------
<S>                                  <C>                    <C>                   <C>              <C>                <C>
Revenue
  BarPoint services and
   related sales                     $   230,072            $         -            $  1,090,855    $         -        $  1,090,855
  Applications                            79,739                110,173                 368,355        472,484           1,029,132
                                     -----------            -----------            ------------    -----------        ------------
Total Revenue                            309,811                110,173               1,459,210        472,484           2,119,987

Cost of sales                            138,226                 14,097                 903,504         50,946             879,419
                                     -----------            -----------            ------------    -----------        ------------
Gross profit                             171,585                 96,076                 555,706        421,538           1,240,568
                                     -----------            -----------            ------------    -----------        ------------
Operating Expenses:
Selling, general and
 administrative                        3,480,403              4,092,479              11,190,189      9,443,635          27,958,837
Research and development                  28,086                180,420                 516,641        915,359           2,341,124
Depreciation and
 amortization                            706,988              1,286,286               1,700,119      1,793,655           3,257,279
                                     -----------            -----------            ------------    -----------        ------------
Total Operating Expenses               4,215,477              5,559,185              13,406,949     12,152,649          33,557,240
                                     -----------            -----------            ------------    -----------        ------------
Loss from operations                  (4,043,892)            (5,463,109)            (12,851,243)   (11,731,111)        (32,316,672)
                                     -----------            -----------            ------------    -----------        ------------
Other Income:
Interest income                          139,460                640,811                 639,427      1,507,731           2,752,432
Net gains (losses) on
 sales of marketable
 securities and other
 assets                                    5,874             (4,010,612)                 16,397     19,041,604          19,428,448
                                     -----------            -----------            ------------    -----------        ------------
Total Other Income (expense)             145,334             (3,369,801)                655,824     20,549,335          22,180,880
                                     -----------            -----------            ------------    -----------        ------------
(Loss) income before
 income tax benefit                   (3,898,558)            (8,832,910)            (12,195,419)     8,818,224         (10,135,792)

Income tax benefit
 (expense)                                     -              2,166,740               1,904,882     (3,781,923)            684,005
                                     -----------            -----------            ------------    -----------        ------------

Net (loss) income                    $(3,898,558)           $(6,666,170)           $(10,290,537)   $ 5,036,301        $ (9,451,787)
                                     ===========            ===========            ============    ===========        ============

(Loss) income per common share--
  Basic                              $     (0.23)           $     (0.40)           $      (0.60)   $      0.31        $      (0.77)
                                     ===========            ===========            ============    ===========        ============
(Loss) income per common share--
  Diluted                            $     (0.23)           $     (0.40)           $      (0.60)   $      0.28        $      (0.77)
                                     ===========            ===========            ============    ===========        ============
Weighted average common shares
  outstanding - Basic                 17,321,849             16,730,228              17,278,033     16,366,321          12,347,024
                                     ===========            ===========            ============    ===========        ============
Weighted average common shares
  outstanding - Diluted               17,321,849             16,730,228              17,278,033     17,767,036          12,347,024
                                     ===========            ===========            ============    ===========        ============
</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>
                                                                                         Nine Months           For the Period from
                                                                                     Ended September 30,      October 1, 1998 (date
                                                                                 ---------------------------  of inception) through
                                                                                     2001            2000       September 30, 2001
                                                                                 --------------------------------------------------
<S>                                                                              <C>             <C>          <C>
OPERATING ACTIVITIES:
Net (loss) income                                                                $(10,290,537)   $  5,036,301     $ (9,451,787)
Adjustments to reconcile net loss to net cash used by operating activities:
---------------------------------------------------------------------------
          Depreciation and amortization                                             1,700,119       1,111,688        3,257,279
          Amortization of warrants issued in exchange for services                    516,641         843,060        1,724,094
          Amortization of deferred compensation                                        78,922               -           78,922
          Allowance for doubtful accounts                                             154,505               -          154,505
          Write-off of licensing fee                                                        -         681,818          681,818
          Inventory  Write-down                                                       249,321               -          249,321
          Issuance of common stock in exchange for services                            55,000          87,005          158,118
          Issuance of stock options as settlement of a claim                                -         213,790          213,790
          Issuance of stock options as compensation                                         -               -          169,600
          Issuance of stock options below market price                                      -         227,752          227,752
          Non cash administration expenses                                                  -               -           30,498
          Loss (Gain) on sale of property and equipment                                 4,615               -          (19,251)
          Gain on sale of marketable securities                                             -     (23,184,044)     (23,521,270)
          Impairment charges on marketable securities                                       -       4,109,219        4,109,219
          Deferred income tax provision (benefit)                                           -        (982,408)      (1,456,910)
Changes in operating assets and liabilities:
--------------------------------------------
          Accounts receivable                                                        (328,600)        (85,245)        (478,704)
          Income taxes receivable                                                  (1,632,702)      4,930,840       (3,028,657)
          Inventories                                                                 724,004      (2,400,881)      (1,423,870)
          Prepaid expenses                                                            119,673        (509,043)        (507,155)
          Other assets                                                                113,295        (162,071)         (23,781)
          Accounts payable and accrued expenses                                    (1,089,718)      1,492,619          376,572
                                                                                 ------------    ------------     ------------
Net Cash Used in Operating Activities                                              (9,625,462)     (8,589,600)     (28,799,629)
                                                                                 ------------    ------------     ------------

INVESTING ACTIVITIES:
Proceeds from sales of marketable securities                                                -      24,324,749       24,741,301
Purchases of property and equipment                                                  (299,596)     (2,646,586)      (5,608,860)
Software development costs                                                         (2,221,482)     (1,094,721)      (2,382,046)
Purchases of marketable securities                                                          -        (671,704)      (2,171,704)
Proceeds from sale of property and equipment                                           41,950               -          215,566
Acquisition costs                                                                           -               -         (289,000)
Cash received in acquisition                                                                -               -          628,227
                                                                                 ------------    ------------     ------------
Net Cash (Used in) Provided by Investing Activities                                (2,479,128)     19,911,738       15,133,484
                                                                                 ------------    ------------     ------------

FINANCING ACTIVITIES:
Private placements of common stock                                                          -      16,930,997       23,205,197
Proceeds from subscription receivable                                                       -         750,000          750,000
Proceeds from exercise of warrants                                                          -         357,140          434,406
Payment of capital lease obligations                                                 (116,527)              -         (116,527)
Payments to cancel warrants                                                                 -               -          (50,000)
Proceeds from exercise of stock options                                                     -               -           22,094
                                                                                 ------------    ------------     ------------
Net Cash (Used in) Provided by Financing Activities                                  (116,527)     18,038,137       24,245,170
                                                                                 ------------    ------------     ------------

NET (DECREASE) INCREASE IN CASH AND CASH
 EQUIVALENTS                                                                      (12,221,117)     29,360,275       10,579,025
CASH AND CASH EQUIVALENTS - beginning of period                                    22,800,142       4,918,452                -
                                                                                 ------------    ------------     ------------
CASH AND CASH EQUIVALENTS - end of period                                        $ 10,579,025    $ 34,278,727     $ 10,579,025
                                                                                 ============    ============     ============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Taxes                                                                            $     29,703    $          -     $  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                                    $               $                $  1,876,328
                                                                                 ============    ============     ============
Software development costs for services rendered by certain shareholders         $          -    $    220,000     $    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 September 30, 2001
                                  (Unaudited)

<TABLE>
<CAPTION>


                                        # of Shares
                                        of Preferred  # of Shares of                   Additional      Deferred     Note Receivable
                                           Stock       Common Stock     Par Value    Paid-In Capital Compensation  from Stockholder
                                        --------------------------------------------------------------------------------------------
<S>                                     <C>           <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                                       1,477,500           1,478      16,929,519
Warrants issued in exchange
   for services performed                                                                1,876,329
Options issued as Settlement
   for a claim asserted                                                                    213,790
Comprehensive income (loss):

<CAPTION>
                                                 Retained
                                                 Earnings
                                                 (Deficit)
                                                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):
</TABLE>


                                       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 September 30, 2001
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                        # of Shares of    # of Shares of                 Additional       Deferred
                                                        Preferred Stock    Common Stock    Par Value   Paid-In Capital  Compensation
                                                        ----------------------------------------------------------------------------
<S>                                                     <C>               <C>              <C>         <C>              <C>
  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    $         -
                                                         --------------------------------------------------------------------------

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    $         -
                                                         --------------------------------------------------------------------------

Issuance of Common Shares as compensation                                        311,563    $     312  $     124,312    $  (124,624)
Amortization of deferred compensation                                                                                        40,461
Issuance of Common Shares in connection with
Employee Stock Purchase program                                                   34,032           34          9,078

Comprehensive income (loss):

<CAPTION>
                                                                                   Retained
                                                                                   Earnings
                                                                                   (Deficit)
                                                                                  Accumulated           Accumulated
                                                                                     during                Other
                                                    Note Receivable               Development          Comprehensive
                                                    from Stockholder                 Stage             Income (loss)      Total
                                                    --------------------------------------------------------------------------------
<S>                                                 <C>                           <C>                  <C>              <C>
  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
                                                    --------------------------------------------------------------------------------


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

Issuance of Common Shares as compensation                                                                                         -
Amortization of deferred compensation                                                                                        40,461
Issuance of Common Shares in connection with
 Employee Stock Purchase program                                                                                              9,112

Comprehensive income (loss):
</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 September 30, 2001
                                  (Unaudited)


<TABLE>
<CAPTION>
                                                        # of Shares of    # of Shares of                 Additional       Deferred
                                                        Preferred Stock    Common Stock    Par Value   Paid-In Capital  Compensation
                                                        ----------------------------------------------------------------------------
<S>                                                     <C>               <C>              <C>         <C>              <C>
  Change in Unrealized Gain on Marketable
   Securities
   (Net of Income Tax benefit of $32,542)
   Net Loss
Total Comprehensive Loss
                                                         ---------------------------------------------------------------------------
Balance June 30, 2001                                             3           17,495,673    $  17,496  $  33,983,426    $   (84,163)
                                                         ---------------------------------------------------------------------------

Issuance of Common Shares in exchange for
 services                                                                         16,526    $      16  $      54,984
Amortization of deferred compensation                                                                                        38,461
Issuance of Warrants in exchange for services                                                                 12,251

Comprehensive income (loss):
  Change in Unrealized Gain on Marketable
   Securities

   Net Loss
Total Comprehensive Loss
                                                         --------------------------------------------------------------------------
Balance September 30, 2001                                        3           17,512,199    $  17,512  $  34,050,661    $   (45,702)
                                                         ==========================================================================

<CAPTION>
                                                                                   Retained
                                                                                   Earnings
                                                                                   (Deficit)
                                                                                  Accumulated           Accumulated
                                                                                     during                Other
                                                    Note Receivable               Development          Comprehensive
                                                    from Stockholder                 Stage             Income (loss)      Total
                                                    --------------------------------------------------------------------------------
<S>                                                 <C>                           <C>                  <C>              <C>
  Change in Unrealized Gain on Marketable
   Securities
   (Net of Income Tax benefit of $32,542)                                                              $     (92,977)
   Net Loss                                                                        $(3,963,844)
Total Comprehensive Loss                                                                                                $(4,056,821)
                                                    --------------------------------------------------------------------------------
Balance June 30, 2001                               $             --               $(5,553,229)        $     296,895    $28,660,425
                                                    --------------------------------------------------------------------------------

Issuance of Common Shares in exchange for
 services                                                                                                                    55,000
Amortization of deferred compensation                                                                                        38,461
Issuance of Warrants in exchange for services                                                                                12,251

Comprehensive income (loss):
  Change in Unrealized Gain on Marketable
   Securities                                                                                          $    (387,582)

   Net Loss                                                                        $(3,898,558)
Total Comprehensive Loss                                                                                                $(4,286,140)
                                                    --------------------------------------------------------------------------------
Balance September 30, 2001                          $             --               $(9,451,787)        $     (90,687)   $24,479,997
                                                    ================================================================================
</TABLE>

See notes to Condensed Consolidated Financial Statements.

                                       7
<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 custom applications
     developer. 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 also develops
     custom applications that support the use of BarPoint services for its
     partners. In addition, BarPoint, 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 September 30, 2001. During
     the quarter ended September 30, 2001, BarPoint continued to generate
     revenues from its core web and wireless services and related sales of
     scanning devices, which accounted for approximately 74% of the
     approximately $310,000 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 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. See footnote number 5,
     "Subsequent Events" of these condensed consolidated financial statements
     for a discussion regarding subsequent events and management's plan for the
     Company's operations.

          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 10-QSB filed for the three months 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 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 $10.1 million at September 30, 2001 and $23.8
     million at December 31, 2000.

                                       8
<PAGE>

     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.

     NEW ACCOUNTING PRONOUNCEMENTS AND INTERPRETATIONS

          In June 2001, the FASB issued SFAS No. 141, Business Combinations.
     This statement supercedes 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 will not be material to the
     condensed consolidated financial statements.

          In June 2001, the FASB issued SFAS No. 142, Goodwill and Other
     Intangible Assets. This statement supercedes 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
     had previously determined that the impact of the transition to SFAS No. 142
     would not be material to the condensed consolidated financial statements.
     However, in light of the Company's current developments, management

                                       9
<PAGE>

     cannot presently determine the impact that 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 has not yet determined the impact of the
     transition to SFAS No. 143 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 not yet determined the impact of the transition to SFAS No. 144 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
     September 30, 2001, the Company has recognized the maximum expected refund
     of taxes paid during prior years; as such, no additional tax benefit will
     be recognized in the financial statements until future taxable income is
     reasonably expected to be realized.

     EARNINGS (LOSS) PER SHARE

          SFAS No. 128, Earnings Per Share, requires the presentation of two
     earnings per share (EPS) amounts, basic and diluted. Basic EPS is
     calculated on the weighted average number of shares outstanding and diluted
     EPS includes the effect of dilutive outstanding options and warrants.

                                       10
<PAGE>

Reconciliation of Basic to Diluted Earnings per share:

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

<TABLE>
<CAPTION>
                                                               Three months ended             Nine Months ended
                                                                  September 30,                 September 30,
                                                           ---------------------------   ----------------------------
                                                               2001           2000           2001           2000
                                                           ------------   ------------   ------------   -------------
<S>                                                        <C>            <C>            <C>            <C>
     Weighted average common shares outstanding             17,321,849      16,730,228     17,278,033      16,366,321
     Dilutive effect of:
      Stock options                                                 --              --             --       1,094,362
      Warrants                                                      --              --             --         306,353
                                                          ------------    ------------   ------------   -------------
     Weighted average common shares outstanding,
      assuming dilution                                     17,321,849      16,730,228     17,278,033      17,767,036
                                                          ============    ============   ============   =============
</TABLE>

          For the three months ended September 30, 2001, options to purchase
     5,085,305 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 September 30, 2000, options to
     purchase 1,738,962 shares of common stock and 324,353 warrants were
     outstanding but were not included in the computation of diluted EPS since
     the effect would be antidilutive.  For the nine months ended September 30,
     2001, options to purchase 5,085,305 shares of common stock and 643,000
     warrants 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

                                       11
<PAGE>

     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.

          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.

     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.

3.   PROPERTY AND EQUIPMENT

     Property and equipment consists of the following:

                                             September 30,      December 31,
                                                 2001               2000
                                              -----------        ----------
      Furniture and Fixtures                  $   344,188        $   36,596
      Computer equipment and software           2,756,620         1,650,016
      Website infrastructure                    4,929,545         3,790,389
      Leasehold improvements                      457,424           127,978
                                              -----------        ----------

      Total                                     8,487,777         5,604,979

                                       12
<PAGE>

     Less accumulated depreciation             (2,236,065)         (636,553)
                                              -----------        ----------
     Property and equipment, net              $ 6,251,712        $4,968,426
                                              ===========        ==========

          Depreciation expense totaled $676,736 and $146,787 for the three
      months ended September 30, 2001 and 2000, respectively.

4.   COMMITMENTS AND CONTINGENCIES

      LEGAL PROCEEDINGS

     On June 22, 2001, BarPoint filed suit against its former managed services
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 BarPoint.  The parties are currently awaiting a decision on
Logictier's motion to dismiss, which was heard by the Court on October 25, 2001.
In the interim, the parties have commenced the discovery process.

5.   SUBSEQUENT EVENTS

     In light of the current economic uncertainty,  on November 1, 2001 the
board of directors approved a plan to accelerate the implementation of the
Company's restructuring program streamlining the Company's operations.  To lower
overhead and operating costs, the company has further reduced its headcount from
67 at the end of the second quarter, to 22 today.  All remote field offices have
been consolidated into the Deerfield Beach, Florida headquarters, and the
company is in negotiations to substantially reduce its' remaining lease
obligations.  In addition, as part of the overall restructuring, the following
management changes will take place:  Effective November 16, 2001, Michael A.
Karmelin will resign as Chief Financial Officer and Jeffrey S. Benjamin will be
promoted to Chief Financial Officer.  Mr. Benjamin will also continue to perform
his duties as Vice President, Controller and Assistant Treasurer, and his former
position will not be replaced.  Effective December 31, 2001, John C. Macatee
will resign as President and CEO.  Mr. Macatee will remain on the BarPoint Board
of Directors and will continue to serve as a senior advisor to BarPoint
management.  Effective January 1, 2002, Jeffrey W. Sass, current Chief Operating
Officer and a co-founder of BarPoint, will be promoted to President and CEO of
BarPoint.  Mr. Sass will not be replaced as Executive Vice President and Chief
Operating Officer.  Leigh M. Rothschild, the Company's founder, will remain as
Chairman of the Board of Directors.  As a result of these reductions, the
Company will substantially reduce its cash burn rate, as well as the amount of
capital required to fund BarPoint going forward.  This will allow the Company to
preserve a substantial amount of its capital for future strategic uses,
including dividends, investments, or acquisitions.

     The Company currently estimates that it will have approximately $9 million
in excess cash, after reserving adequate resources to properly fund the BarPoint
continuing operations and to complete the restructuring plan, including costs
related to early termination of leases, and obligations under employment
contracts with certain senior executives.  The Company does not anticipate
needing these funds for core operations, and therefore intends to retain them
for future strategic uses including, investments, acquisitions or distribution
to the shareholders.

     In conjunction with its decision to preserve BarPoint's excess capital for
the benefit of our shareholders, the Board of Directors has approved the
declaration of a dividend of $0.12 per common share (approximately $2.3 million)
to be paid on January 14, 2002 to shareholders of record as of December 24,
2001. In conjunction with the plan to streamline the operations of the Company,
operating expenses will be dramatically reduced via reductions in headcount as
described above. Additionally, the Company is in the process of negotiating
early terminations of its existing leases of the Deerfield Beach, Florida and
New York City office spaces to reduce facility costs. The Company is also in
negotiation with certain senior executives of the Company regarding obligations
under employment contracts. The impact of these events cannot presently be
determined.

                                      13
<PAGE>

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

     Background

     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 promotes 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.

     Overview

     BarPoint.com is an online and wireless product information and commerce
platform as well as custom applications developer. 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. As a technology service provider, retail sales facilitator
and applications developer, BarPoint is dedicated to helping businesses and
consumers make better buying decisions. Through its proprietary data aggregation
and integration processes and a device independent platform for secure mobile
commerce, BarPoint provides a cost effective turnkey solution for retail
partners who want to enable their customers to shop anytime, anywhere, from any
mobile device. BarPoint has strategic alliances with companies such as AT&T
Wireless, Motorola, Sprint PCS, Verizon Wireless, Cingular Wireless,
VoiceStream, 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.

     On August 8, 2001, the Company announced that it was beginning the
implementation of a restructuring plan to reduce its overhead, streamline
operations and enhance shareholder value. This plan was approved by the Board of
Directors on November 1, 2001. While business conditions in the primary markets
served by BarPoint were soft prior to the terrorist attacks of September 11/th/,
they have deteriorated further in the aftermath. Visibility regarding the near-
term opportunities in key areas such as wireless Internet adoption, mobile
commerce, handheld software applications, consumer scanning, and Internet
advertising and promotion has been impaired. While the Company believes that the
future opportunities are substantial and that it is better positioned today than
at any time in its history to capitalize on these opportunities, there is
significant uncertainty regarding short-term prospects for revenue growth.

     As a result of the current economic uncertainty, the Company is
accelerating the implementation of its restructuring program to enhance
shareholder value both short and longer term.  The Company expects to accomplish
the following objectives:

  .  Reduce overhead and operating costs substantially until market conditions
     improve.

  .  Reduce the capital required to fund the core BarPoint business, allowing
     the Company to preserve a substantial amount of capital for future
     strategic uses, including potential dividends, investments, or
     acquisitions.

  .  Protect BarPoint's proprietary technology and products until the market for
     the Company's products and services develops.

  .  Pursue high margin revenue opportunities with existing partners and
     products to ensure positive cash flows by the fourth quarter of 2002.

To lower overhead and operating costs, the Company has further reduced its
headcount from 67 at the end of the second quarter, to 22 as of today. All
remote field offices have been consolidated into the Deerfield Beach, Florida
headquarters, and the company is in negotiations to substantially reduce its'
remaining lease obligations.

     In addition, as part of the overall restructuring, the following management
changes will take place. Effective November 16, 2001, Michael A. Karmelin will
resign as Chief Financial Officer and Jeffrey S. Benjamin will be promoted to
Chief Financial Officer.  Mr. Benjamin will also continue to perform his duties
as Vice President, Controller and Assistant Treasurer, and his former position
will not be replaced.  Effective December 31, 2001, John C. Macatee will resign
as President and CEO.  Mr. Macatee will remain on the BarPoint Board of
Directors and will continue to serve as a senior advisor to BarPoint management.
Effective January 1, 2002, Jeffrey W. Sass, current Chief Operating Officer and
a co-founder of BarPoint, will be promoted to President and CEO of BarPoint.
Mr. Sass will not be replaced as Executive Vice President and Chief Operating
Officer.  Leigh M. Rothschild, the Company's founder, will remain as Chairman of
the Board of Directors.

                                       14
<PAGE>

     BarPoint is in the development stage as of September 30, 2001.  Although
the Company's infrastructure is in place to conduct its principal operations,
there has been no significant revenue from core web and wireless services. The
majority of revenue to date has been from sales of related scanning devices and
Synergy Solutions software sales.  During the quarter ended September 30, 2001,
approximately 74% of the approximately $310,000 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 quarter was from
Synergy Solutions software sales and related license and royalty fees.  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 September 30, 2001, the Company had total assets of approximately $25.3
million and total liabilities of approximately $836,000, with approximately
$10.6 million in cash and cash equivalents and approximately $323,000 in
marketable securities. In addition, the Company expects to receive a federal
income tax refund of approximately $3.7 million after it files its tax return
for the tax year ending September 30, 2001. 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, the Company will substantially
reduce its cash burn rate, as well as the amount of capital required to fund
BarPoint going forward. This will allow the Company to preserve a substantial
amount of its capital for future strategic uses, including dividends,
investments, or acquisitions. Based on these actions, we estimate that these
resources are adequate to cover operating needs for more than twelve months
going forward, as well as preserve approximately $9 million, after reserving
adequate resources to properly fund the BarPoint continuing operations and to
complete the restructuring plan, including costs related to early termination of
leases, and obligations under employment contracts with certain senior
executives. The Company does not anticipate needing these funds for core
operations, and therefore intends to retain them for future investments,
acquisitions or for distribution to the shareholders. However, there is no
assurance that we will not require additional capital prior to the end of such
period due to unforeseen events. Refer to the subsequent events section of the
Management's Discussion and Analysis or Plan of Operation for further discussion
regarding management's plans.

     Results of Operations

     For the quarter ended September 30, 2001 net revenues were $309,811, an
increase of 181% over same quarter last year revenues of $110,173.
Approximately 74% of our revenue during the third quarter came from BarPoint
services and related sales of scanning devices.  There were no revenues from
such services in the same quarter last year.

     The loss from operations for the third quarter ended September 30, 2001 was
$4,043,892.  The loss from operations for the same quarter last year was
$5,463,109. The loss for the third quarter ended September 30, 2001 includes
one-time charges of approximately $460,000 for the write-down of the inventory
of scanning devices, accounts receivable related to packaged software sales and
termination of the lease for our prior headquarters in Fort Lauderdale, Florida.
The same quarter last year includes one-time charges for the write-off of the
unamortized balance of the Symbol Technologies product supply and license
agreement of $682,000 and the amortization of warrants granted to strategic
partners and vendors amounting to $843,000.

     The net loss for the third quarter ended September 30, 2001 was $3,898,558,
or $0.23 per share basic and diluted.  For the quarter ended September 30, 2000,
the Company had a net loss of $6,666,170, or $0.40 per share basic and diluted,
including a $2.6 million after-tax write-off for the permanent impairment of
marketable securities.

     Total revenues for the nine months ended September 30, 2001 were $1,459,210
compared to $472,484 in the comparable 2000 period, an increase of 209%.
Approximately 75% of our revenue during the first nine months came from BarPoint
services and related sales of scanning devices.  There were no revenues from
such services in the same period last year.  For the nine months ended
September 30, 2001, one customer, Office Depot, accounted for more than 50% of
the Company's sales.

                                      15
<PAGE>

     The loss from operations for the nine months ended September 30, 2001 was
$12,851,243 compared to a loss from operations of $11,731,111 in the comparable
2000 period.

     The net loss for the nine months ended September 30, 2001 was $10,290,537
versus net income for the comparable nine-month period in 2000 of  $5,036,301.
The net income for the 2000 period is due to capital gains of approximately
$23.1 million on the sales of marketable securities, partially offset by a $4.1
million pretax write-off for the permanent impairment of marketable securities.

     Selling, general and administrative expenses were $3,480,403 for the
quarter ended September 30, 2001, a decrease of $626,906 compared to the quarter
ended September 30, 2000 for the reasons described above. For the nine months
ended September 30, 2001, Selling, general and administrative expenses were
$11,190,189 as compared to $9,443,635 for the comparable 2000 period, an
increase of approximately $1.7 million primarily due to an increase in salaries
expense of  approximately $1.6 million for the nine months ended September 30,
2001 which was driven by growth in headcount.  BarPoint expects future operating
expenses will be dramatically reduced as a result of the plan to streamline
operations of the Company.

     Marketing and advertising expenses, which are included in selling, general
and administrative expenses, were approximately $23,708 and $159,397 for the
quarters ended September 30, 2001, and September 30, 2000 respectively.  For the
nine months ended September 30, 2001, marketing and advertising expenses were
$191,717 as compared to $1,173,508 for the comparable 2000 period, a decrease of
approximately $982,000, primarily attributable to agency fees which were
discontinued in April 2000, as well as, advertising costs related to the
introduction of our preview website in December 1999.  As a result of the
streamlined operations,  marketing and advertising spending will be
significantly reduced.

     Research and development expenses were $28,086 and $180,420 for the
quarters ended September 30, 2001 and September 30, 2000, 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. For the nine months ended September 30, 2001, Research and development
expenses were $516,641 as compared to $915,359 for the comparable 2000 period.
Research and development expense relates to planning stage activities for Web
infrastructure development or enhancements.  The majority of our development
spending since March 2000 relates to web site application and infrastructure
development activities, which are capitalized under accounting principles
generally accepted in the United States of America.

     Interest income was $139,460 and $640,811 for the quarters ended September
30, 2001, and September 30, 2000, respectively.  The decrease from the quarter
ended September 30, 2000 was due to a decrease in cash balances resulting from
operating losses and capital expenditures during the last twelve months.  For
the nine months ended September 30, 2001, interest income was $639,427 as
compared to $1,507,731 for the comparable 2000 period.  This decrease is also
due to the decreases in cash balances resulting from operating losses and
capital expenditures over the last twelve months. The interest was earned from
the investment of these balances in money market funds, government securities
and commercial paper.

     Liquidity and Capital Resources

     At September 30, 2001, the Company had total assets of approximately $25.3
million and total liabilities of approximately $836,000 with approximately $10.6
million in cash and cash equivalents and approximately $323,000 in marketable
securities.  The marketable securities consisted of 278,836 shares of common
stock of Socket Communications, Inc.  Cash and cash equivalents decreased
approximately $12.2 million from December 31, 2000 to September 30, 2001 due to
 losses from operating activities of approximately $9.6

                                       16
<PAGE>

million and capital expenditures of approximately $2.5 million. The Company
expects to receive Federal tax refunds of approximately $3.7 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 ended 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 nine months ended September 30, 2001,
was $9,625,462 compared to $8,589,600 during the comparable 2000 period.  The
increase was primarily driven by increases in salaries and benefits, facilities
and administration.   During this period we built BarPoint's technology platform
and operational infrastructure. For the nine months ended September 30, 2001,
net cash used in investing activities was $2,479,128 consisting primarily of
software development, purchased software and computer equipment, as well as
tenant improvements at our new headquarters facility.  For the nine months ended
September 30, 2000, there was cash provided by investing activities of
$19,911,738 consisting primarily of proceeds from the sale of marketable
securities of approximately $24.3 million, partially offset by software
development, purchased software and computer equipment costs of approximately
$3.7 million.

     During the nine months ended September 30, 2001, there was cash used by
financing activities of $116,527 which consisted of payments on capital lease
obligations.  During the nine months ended September 30, 2000, we issued
1,477,500 shares of our common stock in private placements to accredited
investors for net proceeds of approximately $16.9 million.

     While business conditions in the primary markets served by BarPoint were
soft prior to the terrorist attacks of September 11th, they have deteriorated
further in the aftermath.  Visibility regarding the near-term opportunities in
key areas such as wireless Internet adoption, mobile commerce, handheld software
applications, consumer scanning, and Internet advertising and promotion has been
impaired.  While the company believes that the future opportunities are
substantial and that it is better positioned today than at any time in its
history to capitalize on these opportunities, there is significant uncertainty
regarding short-term prospects for revenue growth.  As a result, the Company is
continuing the implementation of the restructuring plan to reduce its overhead,
streamline operations and enhance shareholder value.  To lower overhead and
operating costs, the Company has further reduced its headcount from 67 at the
end of the second quarter, to 22 today.

     Based on the plan to streamline operations of the Company, we believe that
cash and cash equivalents and marketable securities at September 30, 2001 plus
the approximately $3.7 million federal income tax refund expected by the end of
this year, are adequate to cover operating needs for more than twelve months
going forward, as well as preserve approximately $9 million, which management
does not intend to use to fund operations, but may be used to fund strategic
alternatives for the Company and/or  be distributed to the shareholders at a
future date.  However, there is no assurance that we will not require additional
capital prior to the end of such period due to unforeseen events.

     Subsequent Events

     In light of the current economic uncertainty,  on November 1, 2001 the
board of directors approved a plan to accelerate the implementation of the
Company's restructuring program streamlining the Company's operations.  To lower
overhead and operating costs, the company has further reduced its headcount from
67 at the end of the second quarter, to 22 today.  All remote field offices have
been consolidated into the Deerfield Beach, Florida headquarters, and the
company is in negotiations to substantially reduce its' remaining lease
obligations.  In addition, as part of the overall restructuring, the following
management changes will take place:  Effective November 16, 2001, Michael A.
Karmelin will resign as Chief Financial Officer and Jeffrey S. Benjamin will be
promoted to Chief Financial Officer.  Mr. Benjamin will also continue to perform
his duties as Vice President, Controller and Assistant Treasurer, and his former
position will not be replaced.  Effective December 31, 2001, John C. Macatee
will resign as President and CEO.  Mr. Macatee will remain on the BarPoint Board
of Directors and will continue to serve as a senior advisor to BarPoint
management.  Effective January 1, 2002, Jeffrey W. Sass, current Chief Operating
Officer and a co-founder of BarPoint, will be promoted to President and CEO of
BarPoint.  Mr. Sass will not be replaced as Executive Vice President and Chief
Operating Officer.  Leigh M. Rothschild, the Company's founder, will remain as
Chairman of the Board of Directors.  As a result of these reductions, the
Company will substantially reduce its cash burn rate, as well as the amount of
capital required to fund BarPoint going forward.  This will allow the Company to
preserve a substantial amount of its capital for future strategic uses,
including dividends, investments, or acquisitions.

     The Company currently estimates that it will have approximately $9 million
in excess cash, after reserving adequate resources to properly fund the BarPoint
continuing operations and to complete the restructuring plan, including costs
related to early termination of leases, and obligations under employment
contracts with certain senior executives. The Company does not anticipate
needing these funds for core operations, and therefore intends to retain them
for future strategic uses including, investments, acquisitions or for
distribution to the shareholders.

     In conjunction with its decision to preserve BarPoint's excess capital for
the benefit of our shareholders, the Board of Directors has approved the
declaration of a dividend of $0.12 per common share (approximately $2.3 million)
to be paid on January 14, 2002 to shareholders of record as of December 24,
2001.

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<PAGE>

In conjunction with the plan to streamline the operations of the Company,
operating expenses will be dramatically reduced via reductions in headcount as
described above. Additionally, the Company is in the process of negotiating
early terminations of its existing leases of the Deerfield Beach, Florida and
New York City office spaces to reduce facility costs. The Company is also in
negotiation with certain senior executives of the Company regarding obligations
under employment contracts. The impact of these events cannot presently be
determined.

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."

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<PAGE>

                          PART II - OTHER INFORMATION


Item 1. Legal Proceedings.

     On June 22, 2001, BarPoint filed suit against its former managed services
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 BarPoint.  The parties are currently awaiting a decision on
Logictier's motion to dismiss, which was heard by the Court on October 25, 2001.
In the interim, the parties have commenced the discovery process.

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.

             None.

        (b)  Reports on Form 8-K.

             None.

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<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: November 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)

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