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

                                   FORM 10-QSB

                     QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                    FOR THE QUARTER ENDED SEPTEMBER 30, 2000

                       COMMISSION FILE NO. 33-80321

FTM Media, Inc.
(Name of Small Business Issuer as specified in its charter)

Delaware                                       86-0997337
(State of Incorporation)                    (IRS Employer Identification No.)
6991 E. Camelback Road
Suite D103
Scottsdale, Arizona 85251
(Address of principal executive offices)                          (Zip Code)


         ISSUER'S TELEPHONE NUMBER, INCLUDING AREA CODE: (480) 425-0099

SECURITIES REGISTERED UNDER SECTION 12(B) OF THE EXCHANGE ACT: None

SECURITIES REGISTERED UNDER SECTION 12(G) OF THE EXCHANGE ACT: Common Stock,
Par Value $0.001 per share

Check whether the Issuer (1) 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 [ ]



Issuer's revenues from continuing operations for its most recent fiscal quarter
were $147,097.

As of November 7, 2000, the number of shares of Common Stock outstanding was
9,582,821 and the aggregate market value of the Common Stock (based on the
closing price on that date) held by non-affiliates of the Issuer was
approximately $1,708,795.



Transitional Small Business Disclosure Format:

YES [ ]     NO [X]








FTM MEDIA, INC.
AND SUBSIDIARY
(A DELAWARE CORPORATION)
SCOTTSDALE, ARIZONA


TABLE OF CONTENTS
--------------------------------------------------------------------------------

PART I.   FINANCIAL INFORMATION
                                                              I
Independent Accountant's Report 						F-1

Item 1.		Consolidated Financial Statements

     			Consolidated Balance Sheets at September 30, 2000
     			(unaudited) and March 31, 2000	 			F-2

			Consolidated Statements of Operations for the
			three months ended September 30, 2000 (unaudited) and
			September 30, 1999 (unaudited) and the six
			months ended September 30, 2000 (unaudited)
			and September 30, 1999 (unaudited)			F-3

			Consolidated Statements of Cash Flows for the six
			months ended September 30, 2000, (unaudited) and
			September 30, 1999 (unaudited)				F-4


		Notes to the Consolidated Financial Statements (unaudited)
      									 F-5 - F-11

Item 2.		Management's Discussion and Analysis on Plan of Operations

Part II.	OTHER INFORMATION

Item 1.		Legal Proceedings

Item 2.		Changes in Securities

Item 6.		Exhibits and Reports on Form 8-K

Signatures


















			INDEPENDENT ACCOUNTANT'S REPORT




To the Board of Directors
and Stockholders
FTM Media, Inc. and Subsidiary
(A Delaware Corporation)
Scottsdale, Arizona


	We have reviewed the accompanying consolidated balance sheet of FTM
Media, Inc. and Subsidiary as of September 30, 2000 and the related
consolidated statements of operations for the three and six month periods
ended September 30, 2000 and 1999, the consolidated statements of cash flows
for the six months ended September 30, 2000 and 1999, in accordance with
standards established by the American Institute of Certified Public
Accountants.  All information included in these consolidated
financial statements is the responsibility of the Company's management.

	A review of interim financial information consists principally of
inquiries of Company personnel and analytical procedures applied to the
financial data.  It is substantially less in scope than an audit conducted
in accordance with generally accepted auditing standards, the objective
of which is the expression of an opinion regarding the financial statements
taken as a whole.  Accordingly, we do not express such an opinion.

	The accompanying financial statements have been prepared assuming
the Company will continue as a going concern.  The Company suspended
operations on Cotober 13, 2000 due to cash restrictions and the uncertainty
of their ability to obtain additional funding.  The Company's ability to
continue as a going concern is dependent upon obtaining such funding and
ultimately achieving profitable operations and raising additional equity
capital.  Achievement of the Company's business objectives is dependent
upon, amongst other factors: attaining new customers, i.e., radio
stations, the sale of radio advertising and e-commerce services, and the
continued success of raising equity capital.  The ability of the Company
to recover its investment in Web site development technology for radio
stations is dependent upon the future profitability of the Web site
services it provides to its radio station customers.  The outcome of
these matters cannot be predicted at this time.  The financial statements
do not include any adjustments relating to the recoverability
and classification of recorded assets, or the amounts and
classification of liabilities that might be necessary in the event the
company cannot continue in existence.

	Based on our review, we are not aware of any material modifications that
should be made to the accompanying consolidated financial statements in order
for them to be in conformity with generally accepted accounting principles.

	We have previously audited, in accordance with generally accepted
auditing standards, the consolidated balance sheets of FTM Media, Inc. and
Subsidiary as of March 31, 2000 (presented herein), and the related consolidated
statements of operations, changes in stockholders' equity and cash flows for
each of the three years in the period ended March 31, 2000 (not included
herein), and in our report dated June 20, 2000, we expressed an unqualified
opinion on those consolidated financial statements.  We have not performed
any auditing procedures since the date of our report.

/s/ Rotenberg & Company, LLP
Rotenberg & Company, LLP
Rochester, New York
November 14, 2000
                                     - F-1 -

FTM MEDIA, INC.
AND SUBSIDIARY
(A DELAWARE CORPORATION)
SCOTTSDALE, ARIZONA

CONSOLIDATED BALANCE SHEETS
-------------------------------------------------------------------------------


         				     September 30, 2000  March 31, 2000
  					     -------------       ------------
                                                 (unaudited)          (audited)
ASSETS

CURRENT ASSETS
Cash and Cash Equivalents                         ( $   66,168)     $   405,353
Cash Held in Escrow from Private Placement Offering          0        5,183,225
Accounts Receivable  				       197,195          52,809
Prepaid Expenses                                       132,102   	84,400
Other Current Assets					 4,217	             0
                                                  ------------     -----------
TOTAL CURRENT ASSETS                                   267,346	     5,725,787

PROPERTY AND EQUIPMENT - NET OF ACCUMULATED
 DEPRECIATION                                        2,018,321	     1,991,372

OTHER ASSETS
Lease Deposits                                         450,389	       132,419
Goodwill - Net of Accumulated Amortization           3,084,979	     3,402,787
                                                   -----------     -----------
TOTAL ASSETS                                        $ 5,821,035	  $ 11,252,365
                                                    ===========     ==========

LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT)

CURRENT LIABILITIES
Accounts Payable                                  $  1,898,912   $   1,611,590
Accrued Payroll and Related Liabilities                542,858	       260,299
Short Term Notes Payable                             3,168,942	     3,350,000
                                                     ---------     -----------
TOTAL LIABILITIES                                    5,610,712	     5,221,889


STOCKHOLDERS' EQUITY/(DEFICIT)
Preferred Stock - $.001 Par; 5,000,000 Shares Authorized;
    300,465 and 322,688 Issued and Outstanding
    at Sept 30, 2000 and March 31, 2000, respective       301   	   323
Common Stock - $.001 Par; 50,000,000 Shares Authorized;
    9,582,821 and 9,574,139 Issued and Outstanding
    at Sept 30, 2000 and March 31, 2000, respectively   9,582            9,574
Additional Paid-In-Capital                         29,027,857	    29,082,318
Deficit                                           (28,827,417)     (23,061,739)
						 ------------	   ------------
TOTAL STOCKHOLDERS' EQUITY/(DEFICIT)                  210,323	     6,030,476
                                                 ------------     ------------
TOTAL LIABILITIES AND STOCKHOLDERS'
    EQUITY/(DEFICIT)                             $  5,821,035	  $ 11,252,365
                                                 ============     ============




    The accompanying notes are an integral part of this financial statement.


                                    - F-2 -

FTM MEDIA, INC.
AND SUBSIDIARY
(A DELAWARE CORPORATION)
SCOTTSDALE, ARIZONA

CONSOLIDATED STATEMENTS OF OPERATIONS
--------------------------------------------------------------------------------

                       	     3 months       3 months      6 months      6 months
         	               ended          ended         ended         ended
                              9/30/00        9/30/99       9/30/00       9/30/99
	                    --------   -----------   ------------   ------------
                         (unaudited)   (unaudited)    (unaudited)    (unaudited)
OPERATING REVENUE
Website Services        $    147,097  $		 0    $   324,992   $	       0
                        ------------  ------------   ------------   ------------
TOTAL REVENUE           $    147,097  $          0    $	  324,992   $          0
                        ------------  ------------   ------------   ------------
OPERATING EXPENSES
Website Development   	   1,531,801	   738,408	3,117,860      1,243,942
Selling and Marketing
   Expenses      	     168,824		 0	  270,542	       0
E-Commerce                    14,174             0	   25,057	       0
General and Administrative
   Expenses                  985,829       786,976	2,085,680      1,532,669
Depreciation Expense          79,397	    92,334        204,510    	 107,830
Amortization Expense  	     127,123    	 0	  317,808	   5,889
                        ------------  ------------   ------------   ------------
TOTAL OPERATING EXPENSES   2,907,148	 1,617,718	6,021,457      2,890,330
                         -----------  ------------   ------------   ------------
OPERATING LOSS BEFORE OTHER
 INCOME AND (EXPENSES)    (2,760,051)   (1,617,718)    (5,696,465)   (2,890,330)

OTHER INCOME AND (EXPENSES)
Interest Expense 	     (51,000)	    (8,959)	  (99,090)	(18,197)
Interest Income                  831        15,836	   29,877	  35,457
                         ------------  ------------   ------------   ----------
Total Other Income and
   (Expenses)                (50,169)	     6,877	  (69,213)	  17,260
                         ------------  ------------   ------------   ----------
LOSS BEFORE
    MINORITY INTEREST     (2,760,051)   (1,610,841)    (5,765,678)   (2,873,070)

Minority Interest 	     	   0       432,808          	0        771,950
                        ------------  ------------   ------------   ------------

NET LOSS                $(2,760,051)  $(1,178,033)   $(5,765,678)   $(2,101,120)
	                ============   ===========   ============   ============

LOSS PER COMMON SHARE    $  ( 0.288)    $(  0.182)    $ (  0.631)    $ (  0.327)
                        ============   ===========   ============   ============
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING     9,582,821     6,456,070	9,137,939      6,430,150
                        ============   ===========   ============   ============




    The accompanying notes are an integral part of this financial statement.


                                  			   - F-3 -

                         FTM MEDIA, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENT OF CASH FLOWS



                                                       6 months        6 months
                                                         ended           ended
                                                        9/30/00         9/30/99
                                                    (unaudited)     (unaudited)

OPERATING ACTIVITIES

Net Income (loss) 			             ($5,765,678)  ($2,101,120)
Adjustments to reconcile net income (loss)
   to net cash used in operating activities:
      Depreciation                                       204,510	 7,830
      Amortization				         317,808         5,889
      Decrease in Capitalized development costs		       0       131,568
      Minority Interest 				       0      (771,950)
      Increase in liquidation value - minority interest	       0        15,239
      Changes in Operating Assets & Liabilities
       Increase in Accounts Receivable		        (144,386)	     0
       Increase in Prepaid assets  			       0      (297,712)
       Increase in Notes Receivable 		         (47,702)     (986,100)
       Decrease in Deposits  			        (317,970)        8,875
       Increase in Other Current Assets		          (4,217)	     0
       Increase in Accounts Payable  		         287,322     1,209,273
       Decrease in Accrued Expenses  		         282,559       (64,820)
                                                       ---------   ------------

              Net Cash Flow from Operating Activities (5,187,754)   (2,743,028)

INVESTMENT ACTIVITIES

Acquisition of Fixed Assets  			        (231,459)   (1,706,274)

Financing Activities

  Net proceeds from cash held in escrow		        5,183,225	     0
  Repayment of interim  short term financing	       (1,212,500)           0
  Net proceeds from other short term financing	        1,031,442	64,555
  Private Placement - Common Stock of subsidiary                0      360,036
  Net proceeds from sale of common stock and units	  (54,475)           0
  Private Placement - Sale of Preferred Stock                   0    1,599,998
  Issuance of Stock to Employees                                0      986,100
  Payment of Preferred Dividends                                0     (192,000)
                                                 ---------------   ------------

              Net Cash Flow from financing    	        4,947,692    2,818,698
                                                 ---------------   ------------

Net increase in Cash and Cash Equivalents                (471,521)   (1,630,612)
Cash and Cash Equivalents beginning of year  	          405,353     2,027,833
Cash and Cash Equivalents end of quarter                  (66,168)      397,221


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash Paid During the Quarter for Interest               $   9,090    $   18,197
                                                       ==========    ==========


- F-4 -

FTM MEDIA, INC.
AND SUBSIDIARY
(A DELAWARE CORPORATION)
SCOTTSDALE, ARIZONA


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
1.       General

The accompanying unaudited financial statements of FTM Media, Inc., formerly
Redwood Broadcasting, Inc., have been prepared in accordance with generally
accepted accounting principles for interim financial information and with the
instructions to Form 10-QSB and article 10 of Regulation S-X. Accordingly they
do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. The balance
sheet at March 31, 2000 has been derived from audited consolidated financial
statements at that date but does not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements.

The accompanying financial statements are unaudited and reflect all adjustments
which in the opinion of management are necessary for a fair presentation of the
financial position and operating results for the interim periods. The
consolidated financial statements should be read in conjunction with the annual
audited consolidated financial statements and notes thereto, together with
management's discussion and analysis of financial condition and results of
operations, contained in the Company's annual report on Form 10-KSB for the
fiscal year ended March 31, 2000. Results of operations for interim periods
are not necessarily indicative of results which may be expected for the year
as a whole.  Factors which affect the comparability of financial data from year
to year and the comparability for interim periods include the changes in
goodwill.


2.       Nature of Operations and Summary of Significant Accounting Policies


         Pursuant to a Contribution Agreement effective March 31, 1999,
         Interactive Radio Group, Inc. (hereinafter "INRG"), a Delaware
         Corporation, became a majority owned subsidiary of Redwood
         Broadcasting, Inc., a Colorado Corporation (hereinafter "Redwood").
	 The transaction was treated as a reverse acquisition, whereby
         shareholders owning 90.85% of the INRG common stock received 1.25
	 shares of Redwood common stock for each contributed share of INRG
	 common stock. As a result of the reverse acquisition, the historical
	 operations of INRG were treated as the historical operations of
	 Redwood.

         Effective July 19, 1999, Redwood changed its name to FTM Media, Inc.
         (hereinafter "FTM").

         Effective January 7, 2000, FTM, formerly a Colorado Corporation,
	 became reincorporated as a Delaware Corporation, via a
	 reincorporation merger.

         On January 7, 2000, FTM acquired the remaining shares represented by
         the minority interest of INRG. The transaction resulted in INRG being
         merged with and into FTM, with FTM being the surviving company. The
         transaction resulted in the remaining common shareholders of INRG
         receiving 1.25 shares of FTM common stock for each contributed share
         of INRG common stock. The merger was accounted for under the purchase
         method of accounting, effective September 22, 1999, which was the day
         of approval of the merger by the shareholders. Goodwill was recorded
         based on the difference between the fair value of the underlying net
         assets of the minority interest acquired and the fair value of the
         Company's common stock exchanged.


- F-5 -

FTM MEDIA, INC.
AND SUBSIDIARY
(A DELAWARE CORPORATION)
SCOTTSDALE, ARIZONA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
--------------------------------------------------------------------------------

NOTE B - NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
         FTM MEDIA, INC.

         The Company was reincorporated under the laws of the state of Delaware
         on January 7, 2000 and is in the business of providing Internet Web
         sites to radio stations, focusing its efforts on the 25 largest U.S.
         markets. The Company's Web site services include Web site design,
         development, implementation, hosting, and management.

	 The Company suspended operations subsequent to the end of the
 	 quarter due to cash restrictions, and is seeking partners to continue
	 operations. The ability of the Company to recover its investment in Web
	 site development technology is dependent upon the company resuming
	 operations. The outcome of these matters cannot be predicted at this
	 time.


         METHOD OF ACCOUNTING

         The Company maintains its books and prepares its financial statements
         on the accrual basis of accounting.


         USE OF ESTIMATES

         The preparation of financial statements in conformity with generally
         accepted accounting principles requires management to make estimates
         and assumptions that affect the reported amounts of assets and
         liabilities and disclosure of contingent assets and liabilities at the
         date of the financial statements and the reported amounts of revenues
         and expense during the reporting period. Actual results can differ
	 from those estimates.

         CONCENTRATIONS OF CREDIT RISK

         Financial instruments which potentially expose the Company to
         significant concentrations of credit risk consist principally of bank
         deposits and accounts receivable. Cash is placed primarily in high
         quality short term interest bearing financial instruments. Management
         performs evaluations of accounts receivable and records an allowance
         for doubtful accounts when necessary.

         CASH AND CASH EQUIVALENTS

         Cash and cash equivalents include time deposits, certificates of
         deposit, and all highly liquid debt instruments with original
         maturities of three months or less. The Company maintains cash and
	 cash equivalents at financial institutions which periodically may
	 exceed federally insured amounts.

         PROPERTY, EQUIPMENT AND DEPRECIATION

         Property and equipment are stated at cost, less accumulated
         depreciation computed using the straight line method over the
	 estimated useful lives as follows:


             Leasehold Improvements                               5 - 7 Years
             Computer Equipment                                   3 - 5 Years
             Office Furniture                                         5 Years
             Vehicles                                                 5 Years

         Maintenance and repairs are charged to expense. The cost of the assets
         retired or otherwise disposed of and the related accumulated
         depreciation are removed from the accounts.
						- F-6 -
FTM MEDIA, INC.
AND SUBSIDIARY
(A DELAWARE CORPORATION)
SCOTTSDALE, ARIZONA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
--------------------------------------------------------------------------------
GOODWILL

         Goodwill is being amortized over five to ten years. See note E for
         additional information.

         EARNINGS (LOSS) PER COMMON SHARE

         In accordance with SFAS No. 128, "Earnings Per Share," basic earnings
         per common share is computed by dividing income available to common
         stockholders by the weighted average number of common shares
         outstanding for each period. Diluted earnings per common share is


         calculated by adjusting the number of outstanding shares assuming
         conversion of all potentially dilutive stock options and warrants.

         The incremental shares related to outstanding warrants, stock options,
         convertible preferred stock, and convertible debt, as described in
	 Note H, have been excluded from the computation of diluted earnings
	 per share due to their antidilutive effect as a result of the
	 company's net loss from operations.

         STOCK OPTIONS

         The company accounts for stock-based compensation under Accounting
         Principles Board Opinion No. 25, Accounting for Stock Issued to
         Employees (APB No. 25). Under APB No. 25, the Company's stock option
         and employee stock purchase plans qualify as noncompensatory plans.
         Consequently, no compensation expense is recognized.

         INCOME TAXES

         The Company accounts for income taxes in accordance with SFAS No. 109,
         "Accounting for Income Taxes," using the asset and liability approach,
         which requires recognition of deferred tax liabilities and assets for
         the expected future tax consequences of temporary differences between
         the carrying amounts and the tax basis of such assets and liabilities.
         This method utilizes enacted statutory tax rates in effect for the
	 year in which the temporary differences are expected to reverse and
	 gives immediate effect to changes in income tax rates upon enactment.
         Deferred tax assets are recognized, net of any valuation allowance,
	 for temporary differences and net operating loss and tax credit
         carryforwards. Deferred income tax expense represents the change in
	 net deferred assets and liability balances. The Company had no
	 material deferred tax assets, net of allowances, or liabilities
	 for the periods presented.

         RECLASSIFICATION

         Certain amounts in the prior year financial statements have been
         reclassified to conform with the current year presentation.


                                     - F-7 -

FTM MEDIA, INC.
AND SUBSIDIARY
(A DELAWARE CORPORATION)
SCOTTSDALE, ARIZONA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
--------------------------------------------------------------------------------
NOTE C - PROPERTY AND EQUIPMENT

         Property and equipment are recorded at cost and consisted of the
         following:


         ------------------------------------------------------------------
						    9/30/00	    3/31/00
         ------------------------------------------------------------------

         Leasehold Improvements                  $  119,028	  $  80,879
         Computer Equipment                       2,130,908	  1,980,144
         Office Furniture                           267,994	    234,880
         Vehicles                                    14,500          14,500
         ------------------------------------------------------------------
                                                 $2,532,431 	$ 2,310,403
         Less:  Accumulated Depreciation            514,109	    319,031
         ------------------------------------------------------------------
         Net Property and Equipment              $2,018,321	$ 1,991,372
         ==================================================================


         Depreciation expense for the six months ended September 30, 2000,
	 and 1999, was $204,510, and $107,830, respectively.

NOTE D - GOODWILL

          Goodwill consisted of the following:

         -------------------------------------------------------------------
         					    9/30/00         3/31/00
         -------------------------------------------------------------------

         Goodwill                                $ 3,852,951     $ 3,852,951
         Less:  Accumulated Amortization             767,972         450,164
         -------------------------------------------------------------------
         Net Goodwill                            $ 3,084,979     $ 3,402,787
         ===================================================================

         Amortization expense for the six months ended September 30, 2000,
	 and 1999 was $317,808, and $5,889, respectively.

NOTE E - SHORT TERM NOTES PAYABLE

         The Company has multiple outstanding notes payable to individual
         investors that were issued as bridge loans in anticipation of capital
         raised in a private offering. These notes carry various maturity dates
         ending in May, 2000 and have terms of 180 days or less from the date
	 of issue. $1,700,000 of the notes provide for monthly extensions by the
         Company for an indefinite period with interest payments of 1% per
         month, in addition to the regular interest payments. The notes totaled
         $3,350,000 at March 31, 2000 and carried various interest rates
	 ranging from 6% to 10%. Some of the investors have the option to
	 convert the notes to common stock while others of the investors have
	 the option to convert the notes to units, consisting of common stock
	 and warrants, at the price of either $8.00 or $7.50 respectively.
	 Interest expense for the six months ended September 30, 2000, and
	 1999, was $99,090, and $18,197, respectively.

- F-8 -
FTM MEDIA, INC.
AND SUBSIDIARY
(A DELAWARE CORPORATION)
SCOTTSDALE, ARIZONA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
-------------------------------------------------------------------------------
	 During the six months ended September 30, 2000, the Company repaid
	 $1,212,500   of the notes and extended $1,700,000.

	 The Company is currently in dispute with one of the investors over a
	 $400,000 note, as to whether the Company is required to repay the note
	 or whether the investor is required to convert it to common stock. The
	 $400,000 note amount is included in the notes payable as of March 31,
	 2000.

	 During the six months ended September 30, 2000, the company raised an
	 additional $975,000 through senior promissory notes.  These notes
	 carried an additional consideration of 50% coverage through warrants.

	 The Company entered into an insurance premium financing agreement with
	 AICCO which had a balance of $56,442 at September 30, 2000.



NOTE F- CONTINGENCIES

         The Company's ability to continue as a going concern is dependent upon
         achieving profitable operations and raising additional equity capital.
         In addition to raising equity capital, achievement of the Company's
         business objectives is dependent upon, amongst other factors:
	 attaining new customers, i.e., radio stations, the sale of radio
	 advertising and e-commerce services, and the continued success of
	 raising equity capital. The Company suspended operations subsequent
	 to the end of the quarter due to cash restrictions, and is seeking
	 partners to continue operations. The ability of the Company to recover
	 its investment in Web site development technology is dependent upon
	 the company resuming operations. The outcome of these matters cannot
	 be predicted at this time.


NOTE G-	 MATERIAL SUBSEQUENT EVENTS

	 On October 13, 2000 the Company suspended operations due to cash
	 restrictions and the uncertainty of their ability to obtain additional
	 funding.  Management is currently trying to negotiate with third
	 parties for the sale or merger of the Company or to provide operating
	 capital to restart operations.  If these negotiations are not
	 successful within thirty (30) days of the date of this report, your
	 Company will file for protection under Federal Bankruptcy Law.  If
	 additional funds are raised through the issuance of equity or
	 convertible debt securities, the percentage ownership of our
	 shareholders will be reduced and securities may have rights,
	 preferences and privileges senior to those securities that are being
	 sold by the selling stockholders. There can be no assurance that the
	 bridge financing or any additional financing will be available on
	 terms favorable to us or at all.  If the Company files for Bankruptcy
	 shareholders and investors could loose all ownership or the percentage
	 ownership of current shareholders will be dramatically reduced to
	 little or nothing.

	 The Company is currently in dispute with one of the investors over a
	 $400,000 note, as to whether the Company is required to repay the note
	 or whether the investor is required to convert it to common stock. The
	 $400,000 note amount is included in the notes payable as of March 31,
	 2000.  On November 2, 2000, Cohanzick obtained a judgment against the
	 Company and is seeking a writ of attachment.

	 The company is in default under the terms and conditions of its office
	 lease in Burbank, California.  As such, the landlord may exercise its
	 right to offset the company's lease deposits in the amount of
	 $297,221.03.  The Company disputes this number and the landlord's right
	 to do so.

					- F-9

FTM MEDIA, INC.
AND SUBSIDIARY
(A DELAWARE CORPORATION)
SCOTTSDALE, ARIZONA
--------------------------------------------------------------------------------

        This Quarterly Report on Form 10-QSB, including information incorporated
herein by reference, contains "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. These statements relate to expectations concerning matters
that are not historical facts. Words such as "projects," "believes,"
"anticipates," "plans," "expects," "intends," and similar words and expressions
are intended to identify forward-looking statements. Although we believe that
such forward-looking statements are reasonable, we cannot assure you that such
expectations will prove to be correct. Important factors that could cause actual
results to differ materially from such expectations are disclosed herein
including, without limitation, in the section titled "Risk Factors" below, and
all forward-looking statements are expressly qualified in their entirety by such
factors. We do not undertake any obligation to update any forward-looking
statements.



ITEM 2.  MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
	 OF OPERATIONS

OVERVIEW

        Prior to suspension of operations our principal business has been
providing Web sites to radio stations in the 25 largest U.S. markets, so that
those radio stations can extend their brands and generate additional revenues.
Our services include Web site design, development, implementation, hosting and
management (our "Web site services"). We currently have developed seven Web
sites, including Web sites for alternative rock stations KROQ in Los Angeles,
LIVE105 in San Francisco, WHFS in Washington, D.C. and WBCN in Boston; B96, a
contemporary hit Station in Chicago and news/talk stations KCBS in San Francisco
and FMTALKi in Los Angeles. Only four of these sites continue to operate.  Prior
to suspension of operations there were additional Web sites under development.

LIQUIDITY AND CAPITAL RESOURCES - SEPTEMBER 30, 2000 COMPARED TO
SEPTEMBER 30, 1999

        Since our inception on February 22, 1994, we have had significant
negative cash flows from our operations. For the six months ended September
30, 2000 and 1999, we used $5,182,879 and $2,743,028 of cash, respectively,
in our operations.  Cash used in operating activities in each period resulted
primarily from net losses in those periods, offset by non-cash charges and
changes in current assets and liabilities.

        For the six months ended September 30, 2000 and 1999, we used
$231,879 and $1,706,274 in our investing activities. The use of these funds
was almost entirely for computer equipment and software used in the production
of web sites.

        Net cash provided by financing activities for the six months ended
September 30, 2000 and 1999, was $4,947,692 and $2,818,698, respectively.
Since inception, we have financed our operations primarily from the issuance
of common stock, proceeds of notes payable and the sale of Series A Preferred
Stock and Series B Preferred Stock. Funds provided by financing in the six
months ended September 30, 1999 consisted of the issuance of preferred stock
for $1,565,005 . Funds provided by financing activities for the six months
ended September 30, 2000 consisted almost entirely of the receipt from escrow
of $5,183,225 from the private placement of units of common stock and warrants,
offset by the repayment of $1,212,500 of the short term financing obtained
during the year ended March 31,2000.

        We have entered into several non-cancelable lease commitments that will
require payments of approximately $2,800,000 over the next five years.

	As of September 30, 2000 we were in a cash shortfall, with cash of
($66,168) and receivables of $197,195.  Until operations were suspended, we
had covered our operating losses by borrowing cash and selling securities.

	On October 13, 2000 your Board of Directors suspended operations because
the Company ran out of cash. Management is currently trying to negotiate with
third parties for the sale or merger of the Company or to provide operating
capital to restart operations.  If these negotiations are not successful within
thirty (30) days of the date of this report, your Company will file for
protection under Federal Bankruptcy Law.  If additional funds are raised
through the issuance of equity or convertible debt securities, the percentage
ownership of our shareholders will be reduced and securities may have rights,
preferences and privileges senior to those securities that are being sold by
the selling stockholders. There can be no assurance that the bridge financing
or any additional financing will be available on terms favorable to us or at
all.  If the Company files for Bankruptcy shareholders and investors could
loose all ownership or the percentage ownership of current shareholders will
be dramatically reduced to little or nothing.

RESULTS OF OPERATIONS - SEPTEMBER 30, 1999 COMPARED TO SEPTEMBER 30, 2000

REVENUE. Revenue presently consists of money received from the sale of
merchandise on our Web sites and the selling of advertising on such sites.
Revenue was $0 for the six months ended September 30, 1999 and $324,992 for
the six months ended September 30, 2000. The growth in revenue was
attributable to the rollout of our first Web sites.  Beginning in July, the
Company began earning revenue related to recurring monthly fees for service
from its radio station clients.

WEB SITE DEVELOPMENT AND E-COMMERCE COSTS. Web site development and E-commerce
costs consist of our costs related to the development of our Web sites and
costs related to the selling of goods from our Web sites. Web site development
costs include expenses incurred by us to develop, enhance, manage, monitor and
operate our Web sites and to develop new products. These costs consist
primarily of salaries and fees paid to employees and consultants to develop
and maintain the software and information contained on our Web sites. For the
six months ended September 30, 1999, these costs were $1,243,942, and for the
six months ended September 30, 2000, these costs were $3,117,860. These costs
related primarily to the increase in staff necessary to the development of
content and tools for our Web sites.

SALES AND MARKETING EXPENSE. Sales and Marketing expense includes expenses
incurred by the Company to obtain and maintain client and advertiser
relationships. These costs included salaries and fees paid to employees and
consultants. For the six months ended September 30, 1999, Sales and Marketing
expenses were $0 and for the six months ended September 30, 2000, Sales and
Marketing expenses were $270,542, consisting primarily of costs associated
with the development of client marketing programs and of new prototype
marketing and advertising programs.

GENERAL AND ADMINISTRATIVE EXPENSES. Our general and administrative expenses
consist primarily of compensation for personnel and, to a lesser extent, fees
for professional services, rent and communications costs. Our general and
administrative expenses increased from $1,532,669 for the six months ended
September 30, 1999, to $2,085,680 for the six months ended September 30, 2000.

DEPRECIATION AND AMORTIZATION. Depreciation and amortization expense includes
depreciation of tangible assets and software, using the straight-line method,
over the estimated useful lives of the assets. Amortization expense includes
intangible assets such as goodwill. For the six months ended September 30,
1999, depreciation and amortization expense was $107,830 and $5,889 for the
six months ended September 30, 2000. The increases are primarily due to the
growth of the Company and the need for much additional equipment, and the
amortization of goodwill as a result of the acquisition of the minority
interest in INRG.

OTHER EXPENSE. Interest expense increased from $18,197 to $99,090 for the six
months ended September 30, 1999 and 2000, respectively. The increase relates
to primarily to interest accrued on the bridge loan financing of $3,800,000.

        Inflation did not have a material effect on our operations for the six
months ended September 30, 2000 and 1999. We have and will continue to attempt
to mitigate the impact of cost increases by evaluating our suppliers, by
increasing our effectiveness, and by adjusting our prices for services
rendered and products sold.  While we do not expect inflation to have a
material impact on 2001 operations, there are no guarantees that future cost
increases would not have an adverse impact.

        Other than the foregoing and the risk factors described above,
management knows of no trends, demands, or uncertainties that are reasonably
likely to have a material impact on our results of operations.

        NET OPERATING LOSS CARRYFORWARDS - At March 31, 2000, we had a net
operating loss carryforward for income tax purposes of approximately
$11,442,272, which expires beginning in 2020. Under the Tax Reform Act of
1986, the amounts of and the benefits from net operating loss carryforwards
are subject to certain limitations in the amount of net operating losses
that we may utilize to offset future taxable income.

FTM MEDIA, INC.
AND SUBSIDIARY
(A DELAWARE CORPORATION)
SCOTTSDALE, ARIZONA

Part II - OTHER INFORMATION
--------------------------------------------------------------------------------
ITEM 1.  LEGAL PROCEEDINGS

On May 26, 2000 Cohanzick Partners LP ("Cohanzick") filed a lawsuit
against us in the United States District Court for the Southern District of
New York. Cohanzick alleges that the Company has failed to honor a $400,000
promissory note that the company executed in favor of Cohanzick. Cohanzick
seeks repayment of the note, along with the accrued interest thereon and legal
fees and reasonable costs. On November 2, 2000, Cohanzick obtained a judgement
against the Company and is seeking a writ of attachment.

ITEM 2.		CHANGES IN SECURITIES

In a private placement offering closing on April 10, 2000, the Company issued
900,493 units, each unit consisting of one share of common stock, one Class A
Warrant to purchase one share of common stock at an exercise price of $10.00
per share (subject to certain adjustments) and one Class B Warrant to purchase
one share of common stock at an exercise price of $15.00 per share (subject to
certain adjustments). $6,234,752 of the proceeds were received in the form of
cash and $481,500 represented the conversion of bridge notes and the interest
accrued thereon.  The securities were sold to accredited individuals and
institutional investors.  The securities were sold by the Company in reliance
on the exemption from registration provided pursuant to Rule 506 under the
Securities Act of 1933.

ITEM 6.		EXHIBITS AND REPORTS ON FORM 8-K

(a.)	EXHIBITS.

    Exhibit No.	Title
(1)	2.1  	Agreement and Plan of Merger dated as of September 24, 1999 by
		and between FTM Media, Inc., a Delaware corporation, and
		Interactive Radio Group, Inc., a Delaware corporation.
(1)	3.1	Certificate of Incorporation of FTM Media, Inc., a Delaware
		corporation
(1)	3.2	Bylaws of FTM Media, Inc. a Delaware Corporation
(1)	4.1	Specimen Certificate of Common Stock
(1)	4.2	Interactive Radio Group, Inc. 1999 Stock Option Plan
(1)	4.3	FTM Media, Inc. 1999 Stock Option Plan
(2)	10.1	Stock Purchase Agreement with Andaman Investments, Inc.
(3)	10.2	Contribution Agreement
(4)	10.3	Stock Purchase Agreement made as of May 25, 1999 relating to
		Series B Convertible Preferred Stock between the Company and
		the parties listed on Exhibit A thereto.
(5)	16.1	Letter on Change and Certifying Accountant
(6)	21	Subsidiaries of Registrant
(6)	27	Financial Data Schedule

(1) 	Incorporated by reference from the Company's Registration Statement
	under the Securities Act of 1933 on Form S-4 as filed with the
	Commission on October 5, 1999, and amended on December 30, 1999,
	January 4, 2000, and January 18, 2000.
(2) 	Incorporated by reference from the Company's Current Report on Form 8-K
	dated December 31, 1998 as filed with the Commission on January 14,
	1999.
(3) 	Incorporated by reference from the Company's Current Report on Form 8-K
	dated March 29, 1999 as filed with the Commission on April 15, 1999.
(4) 	Incorporated by reference from the Company's Current Report on Form 8-K
	dated June 15, 1999 as filed with the Commission on June 29, 1999.
(5) 	Incorporated by reference from the Company's Current Report on Form 8-K
	dated May 17, 1999 as filed with the Commission on May 19, 1999.
(6) 	Incorporated by reference from the Company's Annual Report on Form
	10-KSB for the fiscal year ended March 31, 2000 as filed with the
	Commission on June 29, 2000.

(b.)	REPORTS ON FORM 8-K

	A report on Form 8-K was filed April 13, 2000 to announce the closing of
	the first round of the current phase of equity financing as the company
	had achieved its first milestone.



                                   SIGNATURES



        In accordance with the Securities Exchange Act of 1934, this report has
been signed below by the following persons on behalf of the Registrant and in
the capacities and the dates indicated.



Signature and Title                                                    Dated
-------------------                                                    -----

/s/ RON CONQUEST                                                November 13, 2000
---------------------------------
Ron Conquest
Chief Executive Officer and Director




/s/ SUE CAMPBELL JONES                                          November 13, 2000
---------------------------------
Sue Campbell Jones
Controller/Secretary