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 DECEMBER 31, 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.)

                              23233 North Pima Road
                                 Number 113-157
                            Scottsdale, Arizona 85255
               (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 $4,111.

As of February 7, 2001, the number of shares of Common Stock outstanding was
9,592,821 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 $196,491.

                 Transitional Small Business Disclosure Format:

                               YES [ ]     NO [X]
<PAGE>
FTM MEDIA, INC. AND SUBSIDIARY
(A DELAWARE CORPORATION)
SCOTTSDALE, ARIZONA


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

PART I. FINANCIAL INFORMATION

Independent Accountant's Report                                              1

Item 1.  Consolidated Financial Statements

            Consolidated Balance Sheets at December 31, 2000
            (unaudited) and March 31, 2000 (audited)                         2

            Consolidated Statements of Operations for the three
            months ended December 31, 2000 (unaudited) and
            December 31, 1999 (unaudited) and the nine months
            ended December 31, 2000 (unaudited) and December 31,
            1999 (unaudited)                                                 3

            Consolidated Statements of Cash Flows for the nine
            months ended December 31, 2000, (unaudited) and
            December 31, 1999 (unaudited)                                    4

         Notes to the Consolidated Financial Statements (unaudited        5 - 10

Item 2.  Management's Discussion and Analysis or Plan of Operations         10

Part II. OTHER INFORMATION

Item 1.  Legal Proceedings                                                  12

Item 2.  Changes in Securities                                              13

Item 3.  Defaults Upon Senior Securities                                    13

Item 4.  Submission of Matters to a Vote of Security Holders                13

Item 5.  Other Information                                                  13

Item 6.  Exhibits and Reports on Form 8-K                                   13

Signatures                                                                  14
<PAGE>
                         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 December 31, 2000 and the related consolidated
statements of operations for the three and nine month periods ended December 31,
2000 and 1999, the consolidated statements of cash flows for the nine months
ended December 31, 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 curtailed operations on
October 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
February 14, 2001

                                       -1-
<PAGE>
FTM MEDIA, INC. AND SUBSIDIARY
(A DELAWARE CORPORATION)
SCOTTSDALE, ARIZONA


CONSOLIDATED BALANCE SHEETS
--------------------------------------------------------------------------------
                                     ASSETS
                                                  Dec. 31, 2000   Mar. 31, 2000
                                                   ------------    ------------
CURRENT ASSETS                                      (Unaudited)       (Audited)

Cash and Cash Equivalents                          $      6,642    $    405,353
Cash Held in Escrow from Private
  Placement Offering                                         --       5,183,225
Accounts Receivable                                      60,174          52,809
Prepaid Expenses                                         84,252          84,400
                                                   ------------    ------------

TOTAL CURRENT ASSETS                                    151,068       5,725,787

Property Net of Accumulated Depreciation              1,889,444       1,991,372

OTHER ASSETS
Lease Deposits                                           86,544         132,419
Goodwill - Net of Accumulated Amortization            2,894,294       3,402,787
                                                   ------------    ------------

TOTAL ASSETS                                       $  5,021,350    $ 11,252,365
                                                   ============    ============

                 LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT)

CURRENT LIABILITIES
Accounts Payable                                   $  2,305,970    $  1,611,590
Accrued Payroll and Related Liabilities                 661,419         260,299
Short Term Notes Payable                              3,194,252       3,350,000
                                                   ------------    ------------

TOTAL LIABILITIES                                     6,161,641       5,221,889

STOCKHOLDERS' EQUITY/(DEFICIT)
Preferred Stock - $.001 Par; 5,000,000 Shares
Authorized; 300,465 and 322,688 Issued and
Outstanding at December 31, 2000 and March 31,
2000, respectively                                          301             323

Common Stock - $.001 Par; 50,000,000 Shares
Authorized; 9,592,821 and 9,574,139 Issued and
Outstanding at December 31, 2000 and March 31,
2000, respectively                                        9,592           9,574

Additional Paid-In-Capital                           29,037,847      29,082,318
Deficit                                             (30,188,031)    (23,061,739)
                                                   ------------    ------------

TOTAL STOCKHOLDERS' EQUITY/(DEFICIT)                 (1,140,291)      6,030,476

TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY/(DEFICIT)                                   $  5,021,350    $ 11,252,365
                                                   ============    ============

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

                                       -2-

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


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

<TABLE>
<CAPTION>
                                                     3 Months       3 Months       9 Months       9 Months
                                                      Ended           Ended          Ended         Ended
                                                     12/31/00       12/31/99       12/31/00       12/31/99
                                                    -----------    -----------    -----------    -----------
                                                    (Unaudited)    (Unaudited)    (Unaudited)    (Unaudited)
<S>                                                 <C>            <C>            <C>            <C>
OPERATING REVENUE
Website Services                                    $     4,111    $    45,659    $   329,103    $    45,659
                                                    -----------    -----------    -----------    -----------

TOTAL REVENUE                                             4,111         45,659        329,103         45,659

OPERATING EXPENSES
Website Development                                     247,357      1,166,693      3,365,217      2,484,530
Selling and Marketing Expenses                               --             --        270,542             --
E-Commerce                                                   --         86,745         25,057        113,437
General and Administrative Expenses                     756,587        856,658      2,842,267      2,283,445
Depreciation Expense                                    119,096        115,024        323,606        228,743
Amortization Expense                                    190,685             --        508,493             --
                                                    -----------    -----------    -----------    -----------

TOTAL OPERATING EXPENSES                              1,313,725      2,225,120      7,335,182      5,110,155

OPERATING LOSS BEFORE OTHER INCOME AND (EXPENSES)    (1,309,614)    (2,179,461)    (7,006,079)    (5,064,496)

OTHER INCOME AND (EXPENSES)
Interest Expense                                        (51,000)       (62,917)      (150,090)      (112,331)
Interest Income                                              --         94,134         29,877         98,374
                                                    -----------    -----------    -----------    -----------

Total Other Income and (Expenses)                       (51,000)       (31,218)      (120,213)       (13,958)
                                                    -----------    -----------    -----------    -----------

LOSS BEFORE MINORITY INTEREST                        (1,360,614)    (2,210,679)    (7,126,292)    (5,078,454)

Minority Interest                                            --        655,289             --      1,425,239
                                                    -----------    -----------    -----------    -----------

NET LOSS                                            $(1,360,614)   $(1,555,390)   $(7,126,292)   $(3,653,215)

LOSS PER COMMON SHARE                               $    (0.142)   $    (0.242)   $    (0.743)   $    (0.573)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING                                           9,586,502      6,439,498      9,584,965      6,379,811
</TABLE>

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

                                       -3-
<PAGE>
FTM MEDIA, INC. AND SUBSIDIARY
(A DELAWARE CORPORATION)
SCOTTSDALE, ARIZONA


CONSOLIDATED STATEMENT OF CASH FLOWS
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                           9 months          9 months
                                                            ended              ended
                                                         Dec. 31, 2000     Dec. 31, 1999
                                                          -----------       -----------
                                                          (unaudited)         (unaudited)
<S>                                                       <C>               <C>
OPERATING ACTIVITIES
Net Income (Loss)                                         $(7,126,292)      $(3,653,215)
Adjustments to reconcile net income (loss)
  to net cash used in operating activities:
    Depreciation                                              323,606           228,743
    Amortization                                              508,493                --
    Decrease in Capitalized Development Costs                      --           131,568
    Minority Interest                                              --        (1,425,239)
    Increase in Liquidation Value - Minority Interest              --            22,858
    Changes in Operating Assets & Liabilities                      --                --
      Increase in Accounts Receivable                          (7,365)          (24,208)
      Increase in Prepaid assets                                  148          (176,260)
      Increase in Notes Receivable                                 --        (1,193,700)
      Increase in Deposits                                     45,875           (81,638)
      Increase in Accounts Payable                            694,380           958,478
      Increase in Other Accrued Liabilities                   401,120           (23,022)
      Increase in Short Term Notes Payable                         --            82,636
                                                          -----------       -----------

         Net Cash Flow from Operating Activities           (5,160,035)       (5,152,999)

INVESTING ACTIVITIES
Cash Purchases of property and equipment                     (221,678)       (2,099,300)

FINANCING ACTIVITIES
Private Placement - Stock                                   5,183,225         2,010,034
Private Placement - Notes                                          --         2,460,000
Repayment of Interim Short Term Financing                  (1,212,500)               --
Net Proceeds from Other Short Term Financing                1,056,752                --
Net Proceeds from Sale of Common Stock and Units              (44,475)        1,353,054
Payment of Preferred Dividends                                     --          (198,000)
                                                          -----------       -----------

         Net Cash Flow from Financing Activities            4,983,002         5,625,088

Net Decrease in Cash and Cash Equivalents                    (398,711)       (1,627,212)
Cash and Cash Equivalents - Beginning of Year                 405,353         2,027,833
Cash and Cash Equivalents - End of Period                       6,642           400,621

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash Paid Year to Date for Interest                            99,090           112,331
</TABLE>

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

                                       -4-
<PAGE>
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.

                                       -5-
<PAGE>
FTM MEDIA, INC. AND SUBSIDIARY
(A DELAWARE CORPORATION)
SCOTTSDALE, ARIZONA


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 curtailed operations on October 13, 2000 due to cash flow
     restrictions and filed for Bankruptcy pursuant to a petition for Chapter XI
     reorganization on February 8, 2001. The case is pending in United States
     Bankruptcy Court for the District of Arizona as case number
     01-01382-ECF-RJH. The Company anticipates immediately entering into an
     agreement for post petition financing with FTM Investors, LLC. Upon
     completion of said post petition financing the Company will continue
     operations, on an expanded, but still limited basis. The results of the
     Company resuming operations cannot be predicted at this time and will be
     dependant on many factors including but not limited to the Company's
     ability to raise additional capital and reorganize itself during the
     Chapter XI Bankruptcy proceedings.

     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

                                       -6-
<PAGE>
FTM MEDIA, INC. AND SUBSIDIARY
(A DELAWARE CORPORATION)
SCOTTSDALE, ARIZONA


     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.

     GOODWILL

     Goodwill is being amortized over five to ten years. See note D 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 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.

NOTE C - PROPERTY AND EQUIPMENT

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

                                       -7-
<PAGE>
FTM MEDIA, INC. AND SUBSIDIARY
(A DELAWARE CORPORATION)
SCOTTSDALE, ARIZONA


                                                   12/31/00       3/31/00
                                                  ----------     ----------
     Leasehold Improvements                       $  109,247     $   80,879
     Computer Equipment                            2,129,421      1,980,144
     Office Furniture                                256,140        234,880
     Vehicles                                         14,500         14,500
                                                  ----------     ----------
                                                  $2,509,309     $2,310,403
     Less: Accumulated Depreciation                  619,865        319,031
                                                  ----------     ----------
     Net Property and Equipment                   $1,889,444     $1,991,372
                                                  ==========     ==========

     Depreciation expense for the nine months ended December 31, 2000, and 1999,
     was $323,606, and $228,743, respectively.

NOTE D - GOODWILL

     Goodwill consisted of the following:

                                                   12/31/00       3/31/00
                                                  ----------     ----------
     Goodwill                                     $3,852,951     $3,852,951
     Less:  Accumulated Amortization                 958,657        450,164
                                                  ----------     ----------
     Net Goodwill                                 $2,894,294     $3,402,787
                                                  ==========     ==========

     Amortization expense for the nine months ended December 31, 2000, and 1999
     was $508,493, and $0, 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 nine months ended December 31, 2000
     and 1999 was $150,090 (including an accrual of $51,000) and $112,331,
     respectively.

     During the nine months ended December 31, 2000, the Company repaid
     $1,212,500 of the notes and extended $1,700,000. In addition during the
     second quarterly period ending September 30, 2000 the Company raised an
     additional $1,200,000 in the form of bridge notes. Currently the Company is
     in default on all notes payable pursuant to the terms and conditions of
     each individual note. All of the notes carry an additional consideration of
     coverage in the form of warrants to purchase FTM common stock.

     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

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


     $400,000 note amount is included in the notes payable as of December 31,
     2000. The Note Holder has obtained a judgment against the Company in both
     New York and California which has been stayed by the Company as a result of
     its Chapter XI filing.

     The Company entered into an insurance premium financing agreement with
     AICCO which had a balance of $31,132 at December 31, 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.

NOTE G - OTHER MATTERS

     The Company curtailed operations on October 13, 2000 due to cash flow
     restrictions and filed for Bankruptcy pursuant to a petition for Chapter XI
     reorganization on February 8, 2001. The Company anticipates immediately
     entering into an agreement for post-petition financing with FTM Investors,
     LLC. Upon completion of said post-petition financing the Company will
     continue operations, on an expanded, but still limited basis. The results
     of the expanded operations cannot be predicted at this time and will be
     dependant on many factors including but not limited to the Company's
     ability to form additional capital and reorganize itself during the Chapter
     XI Bankruptcy proceedings.

     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 against the Company's assets in the State
     of California.

     The company has ceased making the payments required under the terms and
     conditions of its office leases in Burbank, California and Scottsdale,
     Arizona. As such, the landlords may exercise their rights, including
     possibly an attempt to offset the company's lease deposits or terminate the
     lease. The Scottsdale landlord purported to terminate that lease prior to
     the bankruptcy filing. All action against the company and its property has
     been stayed by the bankruptcy filing. The company is assessing its rights
     with respect to all of its leases and any actions that have been taken by
     its landlords.

     On November 22, 2000 a group of approximately 60 employees filed Suit in
     the Superior Court of California, County of Los Angeles seeking lost wages
     and other damages resulting from their employment with the Company. The
     Company disputes these claims and has filed counterclaims against the
     plaintiffs in that action. It will seek to have the proceedings removed to
     the Federal Bankruptcy Court and transferred to Phoenix, Arizona to be
     adjudicated in conjunction with the Company's Chapter XI proceedings.

     On October 4, 2000 Greg Mastroieni and Robert Wilson resigned as
     consultants and as Directors of the Company. On November 13, 2000, David
     Kendrick, President and Chief Operating Officer of the Company, resigned.
     On December 12, 2000, Frank Wood, Robert Buziak, John Gehron and Andy
     Schuon resigned as Directors of the Company.

     On January 24, 2001, Glenn Kramer was appointed a President and Chief
     Operating Officer of the Company.

                                       -9-
<PAGE>
FTM MEDIA, INC. AND SUBSIDIARY
(A DELAWARE CORPORATION)
SCOTTSDALE, ARIZONA


                Special Note Regarding Forward-looking Statements

     Some of the statements contained in this report discuss future
expectations, contain projections of results of operations or financial
condition or state other "forward-looking" information. Those statements are
subject to known and unknown risks, uncertainties and other factors that could
cause the actual results to differ materially from those contemplated by the
statements. The forward-looking information is based on various factors and was
derived using numerous assumptions. Important factors that may cause actual
results to differ from forward-looking statements and projections include, for
example:

     *    the results of our Bankruptcy proceedings for reorganization under
          Chapter 11, which were filed on February 8, 2001;

     *    our ability to complete post-petition financing with FTM Investors,
          LLC to provide us with sufficient working capital for operating
          activities;

     *    our ability to maintain relationships with our current customers;

     *    obtaining new customers, particularly radio stations;

     *    the sale of radio advertising and e-commerce services;

     *    the effect of changing economic conditions;

     *    our ability to ultimately obtain equity capital; and

     *    other risks which may be described in our future filings with the SEC.
          We do not promise to update forward-looking information to reflect
          actual results or changes in assumptions or other factors that could
          affect those statements.

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

     You must read the following discussion on the financial condition and
results of operations of the Company in conjunction with our condensed financial
statements, including the notes elsewhere in this Form 10-QSB filing. Historical
results are not necessarily an indicator of trends in operating results for any
future period.

OVERVIEW

     Prior to curtailing our operations our principal business had 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. None of these sites continues to operate. Prior to
curtailment of operations there were additional Web sites under development.

LIQUIDITY AND CAPITAL RESOURCES - DECEMBER 31, 2000 COMPARED TO
DECEMBER 31, 1999

     Since our inception on February 22, 1994, we have had significant negative
cash flows from our operations. For the nine months ended December 31, 2000 and
1999, we used $5,160,035 and $5,152,999 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.

                                      -10-
<PAGE>
FTM MEDIA, INC. AND SUBSIDIARY
(A DELAWARE CORPORATION)
SCOTTSDALE, ARIZONA


     For the nine months ended December 31, 2000 and 1999, we used $221,678 and
$2,099,300 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 nine months ended
December 31, 2000 and 1999, was $4,983,002 and $5,625,088, 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 nine months ended
December 31, 1999 consisted of the issuance of preferred stock for $1,565,005.
Funds provided by financing activities for the nine months ended December 31,
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.

     The Company entered into several non-cancelable lease commitments that
required payments of approximately $2,700,000 over the next five years. These
leases will be rejected as part of the Chapter XI Bankruptcy proceedings. The
Company may seek to negotiate a new lease for a portion of the Burbank offices
as an alternative to relocating its offices.

     The Company curtailed operations on October 13, 2000 due to cash flow
restrictions and filed for Bankruptcy pursuant to a petition for Chapter XI
reorganization on February 8, 2001. The Company anticipates immediately entering
into an agreement for post-petition financing with FTM Investors, LLC. Upon
completion of said post-petition financing the Company will continue limited
operations. The results of the expanded operations cannot be predicted at this
time and will be dependant on many factors including but not limited to the
Company's ability to raise additional capital and reorganize itself during the
Chapter XI Bankruptcy proceedings.

RESULTS OF OPERATIONS - DECEMBER 31, 1999 COMPARED TO DECEMBER 31, 2000

     REVENUE. Revenue consisted of money received from the sale of merchandise
on our Web sites and the selling of advertising on such sites. Revenue was
$45,659 for the nine months ended December 31, 1999 and $329,103 for the nine
months ended December 31, 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 nine months ended December 31, 1999, these costs were $2,484,530, and
for the nine months ended December 31, 2000, these costs were $3,365,217. 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 nine months ended December 31, 1999, Sales and Marketing
expenses were $0 and for the nine months ended December 31, 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.

                                      -11-
<PAGE>
FTM MEDIA, INC. AND SUBSIDIARY
(A DELAWARE CORPORATION)
SCOTTSDALE, ARIZONA


     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 $2,283,445 for the nine
months ended December 31, 1999, to $2,842,267 for the nine months ended December
31, 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 nine months ended December
31, 1999, depreciation and amortization expense was $228,743 and $832,099 for
the nine months ended December 31, 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 $112,331 to $150,090 for the
nine months ended December 31, 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 nine
months ended December 31, 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.

                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     BANKRUPTCY FILING. The Company curtailed operations on October 13, 2000 due
to cash flow restrictions and filed for Bankruptcy pursuant to a petition for
Chapter XI reorganization on February 8, 2001. The Company anticipates
immediately entering into an agreement for post-petition financing with FTM
Investors, LLC. Upon completion of said post-petition financing the Company will
continue operations on a limited basis. The results of the expanded operations
cannot be predicted at this time and will be dependent on many factors,
including but not limited to, the Company's ability to form additional capital
and reorganize itself during the Chapter XI Bankruptcy proceedings.

     COHANZICK PARTNERS LP LITIGATION. 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 pay 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 judgment against the Company and is seeking a writ of
attachment against the Company's assets in the State of California. The
attachment proceedings are stayed as a result of the Chapter XI Bankruptcy
proceedings.

     EMPLOYEE LAWSUIT. On November 22, 2000 a group of approximately 60
employees filed Suit in the Superior Court of California, County of Los Angeles
seeking lost wages and other damages resulting from their employment with the
Company. The Company disputes these claims and has filed counterclaims against

                                      -12-
<PAGE>
FTM MEDIA, INC. AND SUBSIDIARY
(A DELAWARE CORPORATION)
SCOTTSDALE, ARIZONA


the plaintiffs in that action. It will seek to have the proceedings removed to
the Federal Bankruptcy Court and transferred to Phoenix, Arizona to be
adjudicated in conjunction with the Company's Chapter XI proceedings.

     VENDOR LAWSUITS. The Company was also sued in the Superior Court of
California, County of Los Angeles by two vendors, Lightray Productions, Inc. and
Bowne of Los Angeles, Inc. These suits seek to recover claims of $30,187.50 and
$9,359.00, respectively. Both actions have been stayed by the bankruptcy filing.

ITEM 2. CHANGES IN SECURITIES

     On October 31, 2000, 10,000 common shares were issued to Intesec LLC as
payment for consulting services.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

     None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     None

ITEM 5. OTHER INFORMATION

     RESIGNATIONS OF DIRECTORS AND OFFICERS. On October 4, 2000, Greg Mastroieni
and Robert Wilson resigned as consultants and as Directors of the Company. On
November 13, 2000, David Kendrick, President and Chief Operating Officer of the
Company resigned. On December 12, 2000, Frank Wood, Robert Buziak, John Gehron
and Andy Schuon resigned as Directors of the Company.

     APPOINTMENT OF NEW PRESIDENT AND COO. On January 24, 2001, Glenn Kramer was
appointed a President and Chief Operating Officer of the Company.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a)  EXHIBITS.

     Exhibit No.    Title
     -----------    -----
         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(1)
         10.1       Stock Purchase Agreement with Andaman Investments, Inc.(2)
         10.2       Contribution Agreement(3)
         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.(4)
         16.1       Letter on Change and Certifying Accountant(5)
         21         Subsidiaries of Registrant(6)
         27         Financial Data Schedule(6)

----------
(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 31, 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.

                                      -13-
<PAGE>
FTM MEDIA, INC. AND SUBSIDIARY
(A DELAWARE CORPORATION)
SCOTTSDALE, ARIZONA


(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

     No Reports on Form 8-K were filed by the Company during the Quarter ended
December 31, 2000.

                                   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                                               February 14, 2001
---------------------------------
Ron Conquest
Chief Executive Officer, Secretary and Director

                                      -14-