**UNITED
      STATES**


SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      D.C. 20549




**FORM
      10-QSB**




[X]
      Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of
      1934 for the quarterly period ended September 30, 2005




[  
      ] Transition report under Section 13 or 15(d) of the Securities Exchange Act
      of
      1934 (No fee required) for the transition period from to





Commission
      file number: **0-27919**





**XRAYMEDIA
      Inc.**


fka
      XRAYMEDIA.COM Inc.


(Name
      of
      Small Business Issuer in Its Charter)




**Minnesota**  **41-0951123**


(State
      or
      Other Jurisdiction
      of                                                 
(  I.R.S. Employer


Incorporation
      or
      Organization)                                              
Identification No.)




**Gronausestraat
      1167, 7534 AG Enschede, Netherlands**


(Address
      of Principal Executive Offices) (Zip Code)




**(888)
      777-0658**


(Issuer's
      Telephone Number, Including Area Code)




Securities
      registered under Section 12(b) of the Exchange Act:




Title
      of Each ClassName
      of each Exchange on Which Registered


Common
      Stock ($0.001 Par Value)            
               None




Preferred
      Stock ($0.001 Par Value) None








***Page
          - 1***





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 [  ]




Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B not contained in this form, and no disclosure will be contained,
      to the best of registrant's knowledge, in definitive proxy or information
      statements incorporated by reference in Part III of this Form 10-QSB or any
      amendment to this Form 10-QSB [X].




The
      issuer's total revenues for the three quarters ended September 30, 2005, were
      $193,500.





On
      September 30, 2005 and November 9, 2005 the number of shares outstanding of
      the
      registrant's Common Stock, $0.001 par value (the only class of voting stock),
      was 427,657,250. On September 30, 2005 and November 9, 2005, the number of
      shares outstanding of the registrants Preferred Stock,11,000,000 @
 $0.001 par value.







***Page
          - 2***





**PART
      I**











FORWARD-LOOKING
      STATEMENTS. THIS REGISTRATION STATEMENT INCLUDES "FORWARD-LOOKING STATEMENTS."
      FORWARD-LOOKING STATEMENTS CONTAINED IN THIS REGISTRATION STATEMENT ARE BASED
      ON
      MANAGEMENT'S BELIEFS AND ASSUMPTIONS AND ON INFORMATION CURRENTLY AVAILABLE
      TO
      MANAGEMENT. FORWARD-LOOKING STATEMENTS INCLUDE STATEMENTS IN WHICH WORDS SUCH
      AS
      "EXPECT, " "ANTICIPATE," "INTEND," "PLAN," "BELIEVE," "ESTIMATE," "CONSIDER,"
      OR
      SIMILAR EXPRESSIONS ARE USED.




YOU
      SHOULD NOT CONSTRUE ANY FORWARD-LOOKING STATEMENT AS A GUARANTEE OF FUTURE
      PERFORMANCE. THESE STATEMENTS INHERENTLY INVOLVE RISKS, UNCERTAINTIES AND
      ASSUMPTIONS. THE FUTURE RESULTS AND STOCKHOLDER VALUES MAY DIFFER FROM THOSE
      EXPRESSED IN THESE FORWARD-LOOKING STATEMENTS, AND THOSE VARIATIONS MAY BE
      MATERIAL AND ADVERSE. MANY FACTORS THAT WILL AFFECT THESE RESULTS AND VALUES
      ARE
      BEYOND OUR ABILITY TO CONTROL OR PREDICT.





**ITEM
      1.  FINANCIAL STATEMENTS**







**As
      used herein, the term “Company” refers to XRAYMEDIA, INC., a Minnesota
      Corporation, and its subsidiaries and predecessors unless otherwise indicated.
      Consolidated, unaudited, condensed interim financial statements including a
      balance sheet for the Company as of the quarter ended September 30, 2005 and
      statements of operations, and statements of cash flows for the interim period
      up
      to the date of such balance sheet and the comparable period of the preceding
      year are attached hereto as Pages F - 1 through F - 9 and are incorporated
      herein by this reference.**










**(THIS
      SPACE LEFT BLANK INTENTIONALLY)**








***Page
          - 3***





**XRAYMEDIA,
      INC.**


(FORMERLY
      XRAYMEDIA.COM, INC.)


(A
      COMPANY IN THE DEVELOPMENT STAGE)


**BALANCE
      SHEET (UNAUDITED)**


SEPTEMBER
      30, 2005




**ASSETS**CURRENT
                  ASSETSCash
                  and cash equivalents
              
              $
              220Accounts
                  receivable
              
              
              104,100Prepaid
                  expenses
              
              
              34,083TOTAL
                  CURRENT ASSETS
              
              $
              138,403FIXED
                  ASSETSFurniture
                  and equipmentCost.
              
              $
              334,705Accumulated
                  amortization.
              
              
              (317,774
              )Net
              
              
              16,931Software
                  LicenseCost.
              
              
              25,000Accumulated
                  amortization
              
              
              (25,000
              )Net
              
              
              -TOTAL
                  FIXED ASSETS
              
              $
              16,931TOTAL
                  ASSETS
              
              $
              155,334**LIABILITIES
                  AND STOCKHOLDERS' EQUITY**Accounts
                  payable and Accrued expenses
              
              $
              1,328,201Advances
                  from Company Officer
              
              
              144,419Advance
                  from related party
              
              
              646,782Advances
                  - Other
              
              
              237,052TOTAL
                  CURRENT LIABILITIES
              
              $
              2,356,454TOTAL
                  LIABILITIES
              
              $
              2,356,454STOCKHOLDERS'
                  EQUITY (Note )Convertible
                  Preferred Stock, par value $.001; 1,000,000shares
                  authorized; 1,000,000 issued and outstanding at June 30, 2005
              
              $
              1,000Additional
                  paid in capital
              
              
              -Common
                  Stock, par value $.001; 250,000,000 shares authorized; issued and
                  outstanding 247,457,250
              
              
              247,457June
                  30, 2005 (See Note H for increased authorized capital)Additional
                  paid in capital
              
              
              23,384,109Common
                  shares subscribed
              
              
              11,000Deficit
                  at inception date
              
              
              (746,875
              )Accumulated
                  deficit during the development stage
              
              
              (25,156,176
              )Common
                  stock note receivable
              
              
              -TOTAL
                  STOCKHOLDERS' EQUITY(DEFICIT)
              
              $
              (2,259,485
              )TOTAL
                  LIABILITIES ANDSTOCKHOLDERS'
                  EQUITY
              
              $
              96,969


The
      accompanying notes are an integral part of these financial
      statements.


***Page
          - 4***





**XRAYMEDIA,
      INC.**


(A
      COMPANY IN THE DEVELOPMENT STAGE)


**STATEMENTS
      OF OPERATIONS AND ACCUMULATED DEFICIT (UNAUDITED)**


FOR
      THE
      THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2005, 2004, AND


THE
      PERIOD MARCH 1, 1994 (INCEPTION OF THE DEVELOPMENT STAGE) TO SEPTEMBER 30,
      2005





**Three
                  Months Ended September 30**
              
              **Nine
                  Months Ended September 30**
              
              **March
                  1, 1994****2005**
              
              
              **2004**
              
              
              **2005**
              
              
              **2004**
              
              
              **(inception
                  of development stage) to September 30,2005**REVENUE
              
              $
              125,000
              
              $
              45,010
              
              $
              193,500
              
              $
              69,098
              
              
              309,657COSTS
                  AND EXPENSEPersonnel
                  Costs
              
              $
              30,391
              
              $
              21,000
              
              $
              60,391
              
              $
              63,000
              
              
              809,262Compensation
                  Expense
              
              
              -
              
              
              -
              
              
              -
              
              
              9,432,425
              
              
              12,121,750Occupancy
                  Costs
              
              
              15,565
              
              
              19,113
              
              
              59,088
              
              
              62,491
              
              
              516,822Professional
                  Fees
              
              
              31,601
              
              
              13,108
              
              
              243,540
              
              
              169,825
              
              
              1,776,765Media
                  Advertising
              
              
              72,658
              
              
              6,077
              
              
              267,828
              
              
              71,591
              
              
              641,292Computer
                  Costs
              
              
              
              
              
              -
              
              
              -
              
              
              -
              
              
              94,840Marketing
              
              
              5,945
              
              
              156,031
              
              
              47,094
              
              
              205,660
              
              
              380,887Travel
                  and Promotion
              
              
              
              
              
              41,668
              
              
              20,637
              
              
              101,975
              
              
              474,943Consulting
              
              
              58,534
              
              
              148,350
              
              
              106,346
              
              
              308,299
              
              
              630,079Consulting
                  - Europe
              
              
              56,000
              
              
              -
              
              
              56,000
              
              
              -
              
              
              56,000Bank
                  Charges
              
              
              110
              
              
              3,508
              
              
              1,744
              
              
              5,653
              
              
              20,155Office
                  Supplies
              
              
              914
              
              
              16,905
              
              
              39,389
              
              
              59,922
              
              
              423,004Communication
              
              
              5,148
              
              
              6,344
              
              
              17,524
              
              
              17,556
              
              
              190,815Insurance
              
              
              
              
              
              48
              
              
              452
              
              
              147
              
              
              78,330Miscellaneous
              
              
              206
              
              
              3,668
              
              
              876
              
              
              5,138
              
              
              27,494Transfer
                  Fees
              
              
              1,282
              
              
              1,310
              
              
              4,810
              
              
              4,618
              
              
              30,269Depreciation
                  and Amortization
              
              
              16,635
              
              
              18,663
              
              
              50,005
              
              
              55,183
              
              
              361,985Bad
                  Debt Expense
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              188,375Patent,
                  Copyright Expense
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              924,000Research
                  and Development
              
              
              12,300
              
              
              56,548
              
              
              164,332
              
              
              252,954
              
              
              1,170,089Media
                  Project Development
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              2,135,850Investor
                  Relations
              
              
              -
              
              
              98,755
              
              
              69,316
              
              
              472,604
              
              
              1,894,717TOTAL
                  OPERATING EXPENSES
              
              $
              307,289
              
              $
              611,096
              
              $
              1,209,372
              
              $
              11,289,041
              
              
              24,947,723NET
                  OPERATING LOSS
              
              $
              (182,289
              )
              $
              (566,086
              )
              $
              (1,015,872
              )
              $
              (11,219,943
              )
              
              (24,638,066
              )OTHER
                  INCOMEDissolution
                  of CorpReports
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (503,507
              )Other
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (138,774
              )-
              
              
              -
              
              
              -
              
              
              -
              
              
              (642,281
              )OTHER
                  EXPENSESInterest
                  and Penalties
              
              $
              -
              
              $
              (12,232
              )
              $
              3,000
              
              $
              (10,282
              )
              
              16,694Other
                  Interest Expense
              
              
              -
              
              
              (1,980
              )
              
              3,598
              
              
              2,250
              
              
              41,424$
              -
              
              $
              (14,212
              )
              $
              6,598
              
              $
              (8,032
              )
              
              58,118NET
                  LOSS
              
              $
              (182,289
              )
              $
              (551,874
              )
              $
              (1,022,470
              )
              $
              (11,211,911
              )
              
              (25,338,465
              )Accumulated
                  Deficit Beginning
              
              
              (25,156,176
              )
              
              (19,342,113
              )
              
              (24,315,995
              )
              
              (8,682,076
              )Accumulated
                  Deficit Ending
              
              $
              (25,338,465
              )
              $
              (19,893,987
              )
              $
              (25,338,465
              )
              $
              (19,893,987
              )
              
              (25,338,465
              )BASIC
                  LOSS per SHARE
              
              $
              (0.0005
              )
              $
              (0.003
              )
              $
              (0.003
              )
              $
              (0.09
              )WEIGHTED
                  AVERAGE NUMBER OFCOMMON
                  SHARES OUTSTANDING
              
              
              363,290,583.00
              
              
              142,112,167
              
              
              311,040,583.00
              
              
              123,503,476







The
      accompanying notes are an integral part of these financial
      statements.







***Page
          - 5***








**XRAYMEDIA,
      INC.**


(A
      COMPANY IN THE DEVELOPMENT STAGE)


**STATEMENTS
      OF CASH FLOWS (UNAUDITED)**


FOR
      THE
      NINE MONTHS ENDED SEPTEMBER 30, 2005, 2004, AND


THE
      PERIOD MARCH 1, 1994 (INCEPTION OF THE DEVELOPMENT STAGE) TO SEPTEMBER 30,
      2005


**Nine
                  Months Ended September 30**
              
              **March
                  1, 1994****2005**
              
              
              **2004**
              
              
              **(inception
                  of development stage) to September 30,2005**CASH
                  FLOWS FROM OPERATING ACTIVITIES:Net
                  Loss
              
              $
              (1,022,470
              )
              $
              (11,211,911
              )
              
              (25,338,465
              )Adjustments
                  to reconcile net lossto
                  net cash used by operating activities:Depreciation
              
              
              50,005
              
              
              55,183
              
              
              336,885Amortization
              
              
              
              
              
              -
              
              
              25,000Shares
                  issued in exchange for servicescharged
                  to Professional fees
              
              
              196,900
              
              
              232,825
              
              
              521,400Shares
                  issued for stock performance plan
              
              
              
              
              
              332,425
              
              
              1,996,000Shares
                  issued under section 144-control position
              
              
              84,000
              
              
              9,100,000
              
              
              10,234,000Shares
                  issued for other services
              
              
              294,466
              
              
              1,750,500
              
              
              4,598,316Abandonment
                  of furniture & equipment
              
              
              
              
              
              -
              
              
              30,809Bad
                  debt expense
              
              
              
              
              
              -
              
              
              36,343Write-off
                  of goodwill
              
              
              
              
              
              
              
              
              464,831Write-off
                  of patent, copyright
              
              
              
              
              
              
              
              
              924,000CHANGES
                  IN CURRENT ASSETS ANDCURRENT
                  LIABILITIES:<Increase>decrease
                  in current assets:Prepaid
                  expenses
              
              
              (33,956
              )
              
              -
              
              
              (34,083
              )Accounts
                  receivable
              
              
              (74,998
              )
              
              (56,852
              )
              
              (110,443
              )Security
                  deposit
              
              
              158
              
              
              (2,473
              )
              
              1Increase<decrease>
                  in current liabilities:Accrued
                  expenses
              
              
              263,710
              
              
              (90,878
              )
              
              1,169,854Advances
                  from Company Officers and related parties
              
              
              89,798
              
              
              47,036
              
              
              1,069,005Advances
                  from Others
              
              
              165,699
              
              
              
              
              
              225,487NET
                  CASH USED FOR OPERATING ACTIVITIES
              
              
              13,312
              
              
              155,855
              
              
              (3,851,060
              )





The
      accompanying notes are an integral part of these financial
      statements.





***Page
          - 6***




**XRAYMEDIA,
      INC.**


(A
      COMPANY IN THE DEVELOPMENT STAGE)


**NOTES
      TO THE FINANCIAL STATEMENTS (UNAUDITED)**


FOR
      THE
      NINE MONTHS ENDED SEPTEMBER 30, 2005




NOTE
      A -
      ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES




Organization




The
      Company is incorporated in the United States in the state of Minnesota and
      operates in Vancouver, British Columbia and New York. The Company’s principal
      business is a general media Internet supersite portal currently under
      development. The website XRAYMEDIA.com, when completed, will be comprised of
      a
      main general media supersite portal that will branch out into three media
      specific business portals: Buy & Sell Services; Public Relations Services;
      and Advertising Agency Services (Live Media Marketplace).  The Company
      intends to sell conventional media advertising space, online advertising, and
      advertising and public relations services via its internet site. Because the
      Company is in the development stage, the accompanying financial statements
      should not be regarded as typical for normal operating periods.




Basis
      of Presentation




The
      unaudited balance sheet of Xraymedia, Inc. (the “Company”) as of SEPTEMBER 30,
      2005 and the unaudited statements of operations and accumulated deficit for
      the
      THREE MONTHS and NINE MONTHS ended SEPTEMBER 30, 2005 and 2004 and the
      statements of cash flow for the NINE MONTHS ended SEPTEMBER 30, 2005 and 2004.
      These have been prepared in accordance with accounting principles generally
      accepted in the United States for interim financial reporting. Accordingly,
      they
      do not include all of the disclosures required by accounting principles
      generally accepted in the United States for complete financial statements and
      should be read in conjunction with the audited consolidated financial statements
      and notes thereto included in the Company’s Form 10-QSB for the year ended
      December 31, 2004. In the opinion of management, all adjustments (consisting
      only of normal recurring adjustments) considered necessary for a fair
      presentation of the interim financial information have been included. The
      results of operations for any interim period are not necessarily indicative
      of
      the results of operations for the entire year.







***Page
          - 7***





**XRAYMEDIA,
      INC.**


(A
      COMPANY IN THE DEVELOPMENT STAGE)


**NOTES
      TO THE FINANCIAL STATEMENTS (UNAUDITED)**


FOR
      THE
      NINE MONTHS ENDED SEPTEMBER 30, 2005





Summary
      of Significant Accounting Principles




a.
      Accounting estimates




The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States 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 expenses during the
      reporting period. Actual results could differ from those estimates.




b.
      Basic earnings per share




Basic
      earnings per share have been calculated in conformity with Financial Accounting
      Standards Board Statement No. 128 “ *Earnings
      per Share* ”.
      The
      Company has a capital structure that has significant potential common shares.
      Basic earnings per share is calculated weighted on the average number of common
      shares outstanding each year. Diluted earnings per share are calculated as
      if
      the convertible preferred shares and warrants have been converted and/or
      exercised at date of issuance.




c.(1)
      Office furniture and equipment




Office
      furniture and equipment purchases are capitalized and the cost depreciated
      over
      the estimated useful lives of the related assets, generally five to seven years
      under the straight-line method. Office furniture and equipment abandoned is
      written off at the time of the abandonment.




c.(2)
      Software license




Software
      license purchases are capitalized and the cost amortized over the estimated
      useful lives of the related assets, generally three to five years under the
      straight-line method.




c.(3)
      Patent, copyright and domain protection




Costs
      incurred in attempting to obtain protection for that portion of our technology
      developments, copyrighting special features and securing our Internet domain
      were to be capitalized and amortized over the estimated useful life of the
      related assets. This was not feasible and the entire amount was written off
      in
      2004.




d.
      Issuance of preferred and common stock




The
      issuance of common stock for other than cash is recorded by the Company at
      management estimate of the fair value of the assets acquired or services
      rendered. The value is discounted for restricted stock for the time that
      restrictions are placed on the stock.








***Page
          - 8***




**XRAYMEDIA,
      INC.**


(A
      COMPANY IN THE DEVELOPMENT STAGE)


**NOTES
      TO THE FINANCIAL STATEMENTS (UNAUDITED)**


FOR
      THE
      NINE MONTHS ENDED SEPTEMBER 30, 2005




e.
      Income taxes




No
      income
      taxes are payable for the NINE MONTHS ended September 30, 2005 and 2004. The
      Company has net operating losses of approximately $25,000,000, which will expire
      in the 20 th year
      from
      the date the losses were incurred, i.e. from 2015 to 2025.




f.
      Functional currency




The
      financial statements are stated in U.S. dollars, which is the functional
      currency of the Company.




g.
      Research and development




All
      research and development expenses are expensed as incurred. Costs incurred
      to
      establish the technological feasibility of the web site is expensed as incurred
      and included in Research and Development expenses. There are no production
      costs
      to capitalize as defined in Statement on Financial Accounting Standards NO.86.








***Page
          - 9***




**XRAYMEDIA,
      INC.**


(A
      COMPANY IN THE DEVELOPMENT STAGE)


**NOTES
      TO THE FINANCIAL STATEMENTS (UNAUDITED)**


FOR
      THE
      NINE MONTHS ENDED SEPTEMBER 30, 2005





NOTE
      A
      - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)


Summary
      of Significant Accounting Principles (Continued)


Impact
      of accounting standards




In
      November 2004, the FASB issued SFAS 151, Inventory Costs—an amendment of ARB No.
      43, Chapter 4. The Statement amends the guidance of ARB No. 43, Chapter 4,
      Inventory Pricing, by clarifying that abnormal amounts of idle facility expense,
      freight, handling costs, and wasted materials (spoilage) should be recognized
      as
      current-period charges and by requiring the allocation of fixed production
      overheads to inventory based on the normal capacity of the production
      facilities. The adoption of SFAS 151 did not have any impact on the Company’s
      financial condition or results of operations.




In
      December 2004, the FASB issued a revision to SFAS 123 (revised 2004),
      Share-Based Payment. The revision requires all entities to recognize
      compensation expense in an amount equal to the fair value of share-based
      payments granted to employees. The statement eliminates the alternative method
      of accounting for employee share- based payments previously available under
      APB
      25. The provisions of SFAS 123R are effective as of the first interim period
      that begins after June 15, 2005. The adoption of SFAS 123R did not have any
      impact on the Company’s financial condition or results of operations.




In
      December 2004, the FASB issued SFAS No. 153 "Exchanges of Non-monetary
      Assets-amendment of APB Opinion No. 29". Statement 153 eliminates the exception
      to fair value for exchanges of similar productive assets and replaces it with
      a
      general exception for exchange transaction that do not have commercial
      substance, defined as transaction that are not expected to result in significant
      changes in the cash flows of the reporting entity. This statement is effective
      for exchanges of non-monetary assets occurring after June 15, 2005. The Company
      does not believe that this recent accounting pronouncement will have a material
      impact on their financial position or results of operations.








***Page
          - 10***




**XRAYMEDIA,
      INC.**


(A
      COMPANY IN THE DEVELOPMENT STAGE)


**NOTES
      TO THE FINANCIAL STATEMENTS (UNAUDITED)**


FOR
      THE
      NINE MONTHS ENDED SEPTEMBER 30, 2005




i.
      Deferred tax assets




Differences
      between accounting rules and tax laws cause differences between the bases of
      certain assets and liabilities for financial reporting purposes and tax
      purposes. The tax effects of these differences, to the extent they are
      temporary, are recorded as deferred tax assets and liabilities under SFAS 109
      and consist primarily of net operating loss carry forward amounting to
      approximately $25,000,000. Because of the uncertainty of utilizing the net
      operating loss carry forward, the Company has provided a full valuation
      allowance against the deferred tax asset (See Note G).







j.
      Reclassification




Certain
      2004 amounts have been reclassified to conform to 2005 classifications.




k.
      Advertising




The
      Company expenses all advertising as incurred. For the nine month period ended
      September 30, 2005 and 2004, the Company charged to operations $267,828 and
      $71,591, respectively. The advertising was used in the joint ventures as
      described further in Note K but included Company information in the
      advertisement.




l.
      Accounts Receivable




Accounts
      receivable are reported at the customers' outstanding balances less any
      allowance for doubtful accounts. Interest is not accrued on overdue accounts
      receivable.




m.
      Allowance for Doubtful Accounts




The
      allowance for doubtful accounts on accounts receivable is charged to income
      in
      amounts sufficient to maintain the allowance for uncollectible accounts at
      a
      level management believes is adequate to cover any probable losses. Accounts
      receivable are charged off against the allowance when collection is determined
      to be permanently impaired (bankruptcy, lack of contact, account balance over
      one year old, etc.).




n.
      Fair Value of Financial Instruments




The
      Company estimates that the fair value of all financial instruments at September
      30, 2005, as defined in FASB 107, does not differ materially from the aggregate
      carrying values of its financial instruments recorded in the accompanying
      balance sheet. The estimated fair value amounts have been determined by the
      Company using available market information and appropriate valuation
      methodologies. Considerable judgment is required in interpreting market data
      to
      develop the estimates of fair value, and accordingly, the estimates are not
      necessarily indicative of the amounts that the Company could realize in a
      current market exchange.




o.
      Revenue Recognition Policy




Revenue
      is recognized when the earning process is complete and the risk and rewards
      of
      ownership have transferred to the customer, which is generally considered to
      have occurred upon the delivery of the media and services to our customer.
      The
      Company recognizes revenue in accordance with SEC Staff Accounting Bulletin
      101.




Transactions
      that involve the exchange of goods or services for other goods or services
      are
      accounted for in accordance with APB 29 and the interpretations contained in
      EITF 93-11 and EITF 99-17. Accordingly, the Company generally records exchanges
      at the carrying value of the goods or services exchanged, which is typically
      zero, as the fair values of the goods or services exchanged lack readily
      determinable fair values within reasonable limits as the Company has no history
      of receiving cash in similar transactions, and therefore the earnings process
      has not been completed.







***Page
          - 11***




**XRAYMEDIA,
      INC.**


(A
      COMPANY IN THE DEVELOPMENT STAGE)


**NOTES
      TO THE FINANCIAL STATEMENTS (UNAUDITED)**


SEPTEMBER
      30, 2005 AND 2004


NOTE
      B -
      PREPAID EXPENSES





Prepaid
      expenses at September 30, 2005 consist of:




2005(a)
                Legal expenses
              
              (b)
                Other prepaid expenses
            $  
                25,0009,083$
                34,083The
                renumeration in both (a) and (b) was in the form of Section 144 Restricted
                Stock.







NOTE
      C -
      FURNITURE AND EQUIPMENT




Property
      and equipment at September 30, 2005 consist of:




2005Furniture
                and equipment
            
            $
                334,705Software
                License
            
            
            25,000Less:
                Accumulated depreciation
              and
                amortization
            
            
            (342,774)Furniture
                and equipment, net
            
            $
            16,931




Depreciation
      expense for the nine months ended September 30, 2005 and 2004 was $50,005 and
      $55,183 respectively. Amortization expense on the software license was $6,246
      for the nine months ended June 30, 2004, as the software license was fully
      amortized at December 31, 2004.




NOTE
      D -
      ACCOUNTS PAYABLE, ACCRUED EXPENSES AND ADVANCES




Accounts
      payable and accrued expenses at September 30, 2005 were comprised of the
      following:





2005Accrued
                Consulting expense
            
            $
            239,076Accrued
                Office expense
            
            
            212,512Accrued
                Professional fees expense
            
            
            278,922Accrued
                Website/Internet expense
            
            
            358,614Accrued
                Other expenses
            
            
            6,833Accrued
                Wages payable
            
            
            140,789Accrued
                Media advertising
            
            
            91,455Total
                Accrued Expenses
            
            $
            1,328,201




Advances
      were made by another company for rental expenses incurred during the three
      months ended December 31, 2002 in the amount of $26,565. The advances were
      extended on open terms and remain outstanding on September 30, 2005.




Other
      advances amounting to $225,487 from a related party was used for daily
      operations of the Company. Interest for the said advances was waived. The
      interest if imputed would be immaterial to these financial statements. These
      advances where extended on open terms and remain outstanding on September 30,
      2005.





***Page
          - 12***




**XRAYMEDIA,
      INC.**


(A
      COMPANY IN THE DEVELOPMENT STAGE)


**NOTES
      TO THE FINANCIAL STATEMENTS (UNAUDITED)**


FOR
      THE
      NINE MONTHS ENDED SEPTEMBER 30, 2005




NOTE
      F -
      RELATED PARTY TRANSACTIONS




A
      shareholder and spouse of the former Company President (Mr.Raymond
      Dabney)advanced money on a partially revolving basis without interest to the
      Company since 2001, to be used in daily operations. If the interest expense
      was
      imputed it would be immaterial to the financial statements taken as a whole
      and
      thus is not included. Balances at September 30, 2005 show additional investment
      of $34,836 during the fiscal year.




Mr.Dabney
      charges the Company for his management fees in lieu of an employee salary.
      Management fees for the nine months ended September 30, 2005 and 2004 were
      $106,346 and $148,350 respectively and are included in consulting in the
      Statement of Operations and Accumulated Deficit. The Company owed Mr.Dabney
      (former President) $159,419 as of September 30, 2005 for these services which
      are included in advances on the Balance Sheet.




NOTE
      G -
      STOCK PERFORMANCE PLAN




The
      Board
      of Directors offers common stock, on a discretionary basis, to certain
      individuals who have been instrumental in the Company’s continuance, for the two
      quarters ended September 30, 2005, no shares were issued under this plan.
      However during the years ended December 31, 2004 and 2003, 7,830,487 and
      1,000,000 shares were issued of common stock under the stock performance plan,
      respectively. The shares issued were valued at fair market value at the date
      of
      issuance, ranging from $0.03 to $0.40 per share, and were recognized in
      compensation expense in the Statements of Operations and Accumulated Deficit.







***Page
          - 13***





**XRAYMEDIA,
      INC.**


(A
      COMPANY IN THE DEVELOPMENT STAGE)


**NOTES
      TO THE FINANCIAL STATEMENTS (UNAUDITED)**


FOR
      THE
      NINE MONTHS ENDED SEPTEMBER 30, 2005




NOTE
      H -
      STOCK TRANSACTIONS





On
      June
      24, 2005 a special general meeting was held and the shareholders of the
      Corporation voted and subsequently received regulatory approvals, to amend
      the
      authorized capital:





COMMON
      SHARES (voting) : 750,000,000 shares par value $0.001 per share





CONVERTIBLE
      PREFERRED SHARES: 11,000,000 shares par value $0.001 per share consisting of
      three (3) separate classes:





a.
            5,000,000
                shares of Preferred Stock Series A, par value $.001, convertible
                at a
                conversion rate of 1 share of Preferred


Stock
      Series A for 100 shares of Common Stock, with all voting rights converted at
      the
      same rate. The 1,000,000 issued


And
      outstanding preferred shares will be designated as Preferred Stock Series
      A





b.
            1,000,000
                shares of Preferred Stock Series B, par value $.001, convertible
                at a
                conversion rate of 1 share of
                Preferred


Stock
      Series B for 1 share of Common Stock, with all voting rights converted at the
      same rate.





c.
            5,000,000
                shares of Preferred Stock Series C, par value $.001, convertible
                at a
                conversion rate of 1 share of Preferred Stock Series C for 1 share
                of
                Common Stock, with all voting rights converted at the same rate.





The
      Corporation changed its name by dropping the .com. This change necessitated
      new
      stock certificates being issued to existing shareholders and the stock to trade
      under it’s new name and ticker symbol “XRYM”. When the switchover was completed
      the existing stock ceased to trade, i.e.; the old shares had to be exchanged
      for
      new certificates through the transfer agent.




The
      Preferred shares are not being called for trading, but as they are convertible
      to a specific number of Common shares, the value of the Preferred will easily
      be
      calculated as a multiplier of the Common.




Stock
      Transactions -
      in the
      third quarter to the date of this report, November 9, 2005 are as follows:




#
                of Shares
            Pricea.
                Cash transactions
            N/Cb.
                Non-cash transactionsIssued
                for services past and future
            202,700,000
            $ 0.013-$0.034Total
                common shares issued
            202,700,000Common
                shares issued toDecember
                31, 2004
            224,957,250Total
                common shares issued toSeptember
                30, 2005
            427,657,250Common
                Shares Issued from October 1, 2005 - November 9, 2005
              For
                services past and future
              
              
              Total
                Common shares issued to November 9, 2005
              
              c.
                Future shares issuance is restricted by
            0
              
              
              427,657,250
            $
                0.01Unexpired
                warrants as of September 30, 2005
            120,000Cashless
                warrants exercised in 2004 still to be issued in 2005
            101,538Unconverted
                preferred stock series A - as if converted
            100,000,000Remaining
                cash subscriptions from December 31, 2004
            333,333Total
                share issuance restriction
            100,554,871Total
                shares issued as of November 9, 2005
            427,657,250Total
                possible shares
            528,212,121The
                Company issued warrants during the course of private placement offerings.
                The warrants could be converted into shares of stock in lieu of payment
                through a formula, which divides the value of the warrants at the
                time the
                conversion right is exercised by the market value. Earnings per share
                is
                not adjusted to include the weighted average outstanding warrants
                as to do
                so would be antidilutive.As
                of September 30, 2005 and the date of this report the unexpired cashless
                warrants were calculated to be approximately 120,000. Significant
                amounts
                of warrants were unexercised and expired during the three quarters
                of
                2005.







***Page
          - 14***




**XRAYMEDIA,
      INC.**


(A
      COMPANY IN THE DEVELOPMENT STAGE)


**NOTES
      TO THE FINANCIAL STATEMENTS (UNAUDITED)**


FOR
      THE
      NINE MONTHS ENDED SEPTEMBER 30, 2005




NOTE
      I -
      NET OPERATING LOSS CARRY FORWARD




The
      net
      operating loss carry forward since inception is as follows:





Year
            Net
                Operating Loss
            Valuation
              Allowance
            Year
                of
              Expiration2005
                - Three Quarters
            $
                1,022,470
            $
                408,988
            20252004
            15,633,919
            6,253,567
            20242003
            2,012,733
            805,093
            20232002
            1,679,917
            671,967
            20222001
            1,571,200
            628,480
            20212000
            1,671,139
            668,456
            20201999
            205,851
            82,340
            20191994-1998
            1,541,236
            616,494
            2014-2018___________
            _____________$
                25,338,465
            $
                10,135,385




SFAS
      No.
      109 requires a valuation allowance to be recorded when it is more likely than
      not that some or all of the deferred tax assets will not be realized. A
      valuation allowance for the full amount of the net deferred tax asset, using
      an
      anticipated income tax rate of 40%, was recorded each year because of
      uncertainties as to the amount of taxable income that would be generated in
      future years.







***Page
          - 15***





**XRAYMEDIA,
      INC.**


(A
      COMPANY IN THE DEVELOPMENT STAGE)


**NOTES
      TO THE FINANCIAL STATEMENTS (UNAUDITED)**


FOR
      THE
      NINE MONTHS ENDED SEPTEMBER 30, 2005








NOTE
      J -
      GOING CONCERN




The
      Company has had minor sales and suffered recurring losses from operations that
      raise substantial doubt about its ability to continue as a going concern.
      However, the financial statements do not include any adjustments that might
      result from the outcome of this uncertainty.




The
      Company has been in the development stage since March 1, 1994. It is the
      Company’s intention to grow through generating sales. However, in order to
      support existing operations, the Company plans to seek additional financing,
      form strategic partnerships to generate revenue, and acquire additional
      shareholder capital. The ability to achieve these objectives raises substantial
      doubt about the company’s ability to continue as a going concern.




NOTE
      K -
      JOINT VENTURES




In
      2003,
      the Company signed five Joint Venture agreements to generate advertising
      revenue. Two were through the sale of advertising and related media services
      through the Live Media Marketplace, which is further described in Note A. The
      other three are based on the Company purchasing advertising for their respective
      products. Each of the agreements provides for a sharing of the net revenue
      generated as a result of the media advertising between the joint venture
      partners, as described in the table below. The Company does not have equity
      interest or management rights in any of the joint ventures. Their investment
      in
      all of the joint ventures is $0. Joint venture A and B have Company share
      issuance clauses for reaching certain levels of sales beyond the net revenue
      sharing agreement. One additional joint venture agreement was signed in 2004.
      None have been entered into in the three quarters of 2005.




Joint
                Venture
            Company
                Investment in Joint Venture
            Profit
                Sharing Percentage
            Joint
                Venture revenue for Three Quarters of 2005A
            $0
            50%
            $0B
            $0
            50%
            $0C
            $0
            20%
            $0D*
            $0
            40%-50%
            $0E*
              F
            $0
              $0
            15%-20%
              7.5%-50%
            $0
              $0




During
      the quarter ended March 31, 2004, $1,588 in revenues had been generated under
      the above agreements and incurred $76,759 in media advertising expenses
      associated with the joint ventures. The Company under the terms of the
      agreements will not be reimbursed. In the three quarters ended September 30,
      2005, $0 in revenues was generated and incurred $267,828 in media advertising
      expenses.




Two
      of
      the joint ventures (marked with an *) were discontinued by mutual consent in
      2004.








***Page
          - 16***




**XRAYMEDIA,
      INC.**


(A
      COMPANY IN THE DEVELOPMENT STAGES)


**NOTES
      TO THE FINANCIAL STATEMENTS (UNAUDITED)**


FOR
      THE
      NINE MONTHS ENDED SEPTEMBER 30, 2005




NOTE
      L -
      COMMITTMENTS




During
      February 2003 the Company signed a three-year lease agreement for office space
      in Vancouver, B.C. The term of the lease extended from May 2003 through April
      2006. The minimum monthly rent payments are $6,830. Future minimum lease
      payments are as follows:







2005
                20,490


2006  27,320


Total $
      47,810




Rental
      and other occupancy expenses for the three quarters ended September 30, 2005
      amounted to $59,088.




NOTE
      M -
      STATUTORY VIOLATION




During
      the year ended December 31, 2002 the Company did not remit required payroll
      taxes for employee withholdings and Company related payroll tax expenses. These
      withholdings and expenses were accrued as an accounts payable at December 31,
      2002 in the amount of $47,540, including violation penalties and interest in
      the
      amount of $22,809. Subsequently, in 2003, the Canadian Revenue Agency (CRA)
      assessed a tax lien against the Company for these unpaid payroll taxes. The
      Company made the final payment during the quarter ended September 30, 2004.
      The
      total amount owed CRA at September 30, 2004, in this regard was $0. During
      the
      third quarter of 2004 the CRA conducted a further audit and assessed an
      additional $30 for the year 2003, but advised that some portion of earlier
      penalties/interest would be reversed. CRA does not make a practice of cash
      refunds in these matters. The amounts involved are not deemed sufficient to
      require a restatement of prior financials, but have created a reverse balance
      in
      interest/penalty expenses for the year ended December 31, 2004. The Company
      again fell into arrears in remitting payroll taxes in late 2004, a problem
      which
      has continued into 2005. The Company has included in its accrued expenses
      approximately $40,942 for these unpaid payroll taxes including the Company’s
      estimate of any penalties, which may be $3,000 this year based on recent
      discussion with the Regulatory Board.




***Page
          - 17***





**XRAYMEDIA,
      INC.**


(A
      COMPANY IN THE DEVELOPMENT STAGES)


**NOTES
      TO THE FINANCIAL STATEMENTS (UNAUDITED)**


FOR
      THE
      NINE MONTHS ENDED SEPTEMBER 30, 2005





NOTE
      N -
      THREATENED LITIGATION




Due
      to
      the on-going negative cash flow the Company has been unable to pay certain
      vendors for services. Certain items have been forwarded to collection agencies
      and legal action has been threatened. No additional liability has been accrued
      beyond the original amount payable.




NOTE
      O
      - CONTINGENCIES




In
      October 2004, an action was filed against the Company for alleged breach of
      contract. The Plantiffs seek in excess of $20 Million in damages and issuance
      of
      125 Million shares of the Company’s Common Stock. The Company has filed an
      answer and is vigorously defending the action, denying any and all liability,
      and has filed a separate action against the principals of the Plantiff LLC’s
      seeking damages. The action is in the preliminary stages and no discovery has
      been commenced.




Legal
      experts hired by the Company cannot predict whether the likelihood of an
      unfavorable outcome is probable or remote. Therefore, no liability has been
      recognized by the Company as of the date of this report. While the outcome
      of
      this claim cannot be predicted with certainty, management does not believe
      that
      the outcome of any pending legal matters will have a material adverse effect
      on
      the financial position, although results of operations or cash flows could
      be
      affected in a particular period.




NOTE
      P -
      SUBSEQUENT EVENTS





The
      Company set up a European LOM operation with three managers joining the Company
      to structure a new European division.




These
      events had no effect on the financial statements for the three quarters ended
      September 30, 2005.




On
      November 14, 2005 the Company announced that Raymond C. Dabney, has resigned
      from the posts of President & CEO. Effective immediately, the company has
      appointed Mr. Hans Johannes Schulte to replace Mr. Dabney as the Company's
      new
      President & CEO. Concurrently, XRAYMEDIA Inc will move its corporate head
      quarters in Enschede, The Netherlands, in Europe.







***Page
          - 18***





**ITEM
      6.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION**








The
      following information should be read in conjunction with the unaudited condensed
      consolidated financial information and the notes thereto included in this
      Quarterly Report on Form 10-Q.




In
      addition to the other information in this report, the following Management's
      Discussion and Analysis should be considered carefully in evaluating Xraymedia,
      Inc. and our business. This Quarterly Report on Form 10-Q contains
      forward-looking statements. These statements relate to future events or our
      future financial performance and are identified by terminology such as "may,"
      "will," "could," "should," "expects," "plans," "intends," "seeks,"
      "anticipates," "believes," "estimates," "potential" or "continue," or the
      negative of such terms or other comparable terminology. These statements are
      only predictions. You should not place undue reliance on these forward-looking
      statements. Actual events or results may differ materially. In evaluating these
      statements, you should specifically consider various important factors,
      including the risks outlined under "Certain Factors Which May Impact Future
      Results" in this section of this report and our other filings with the
      Securities and Exchange Commission. These factors may cause our actual results
      to differ materially from any forward-looking statement.




Management
      Statement:





Commencing
      in the later part of 2004, XRAYMEDIA has positioned to become an industry
      leader, by providing cutting edge live negotiating technology to multiple
      industries through its premiere business-to-business web site.




Central
      to XRAYMEDIA is its unique live negotiating technology; under years of
      development this technology has been solely deployed in media industry.
      Available to the global community, 24 hours a day, 7 days a week, XRAYMEDIA
      now
      releases this proprietary technology to virtually every industry worldwide,
      with
      video and image components allowing users to thoroughly evaluate merchandise,
      and other such offerings, before initiating live negotiations. XRAYMEDIA proudly
      releases one of the most powerful technologies in live Internet negotiating
      for
      online marketplaces today.





XRAYMEDIA
      has recently acquired the expertise of three financially independent
      entrepreneurial managers joining the company to structure a new European
      division. Each of these gentlemen will focus on tapping into European countries
      for use of the Live Open Marketplace (LOM) technology. The strength of their
      competency to date has been managing relationships with a broad range of
      potential clients in various top key disciplines. The LOM will be introduced
      as
      a strategic and tactical solution that improves competitive performance while
      increasing revenues and profits for the European marketplace. Each have
      established collaborative relationships with more strategic established
      manufactures and will implement the commercialization of the low-cost e-commerce
      auction/live negotiating technology businesses tools.




XRAYMEDIA
      has received and considered several joint venture opportunities, specifically
      during the third quarter, covered in this report, such as first
      European Master Licensee of the Company's Live Open Marketplace
      (LOM).  There
      was
      a negotiation to purchase two corporations with over $1,000,000.00 USD in
      projected revenues this year. These two entities are in the advertising and
      promotional product businesses and have sales processes that will be
      complemented and streamlined through the Live Media Marketplace (LMM) and the
      Live Open Marketplace (LOM) technologies. The Company, upon signing the two
      corporations will become wholly owned subsidiaries of XRAYMEDIA keeping its
      current management in place to continue its successful growth path.




Another
      event was the release of the Center of Innovation Technology located at www.livecit.com .
      The
      Center of Innovation Technology enables research and technological developments,
      live Internet negotiations, search for innovative business opportunities on
      emerging technologies focusing on Chemicals, Biology, Medicine, Energy,
      Environment, IT, Telecommunications, and Industrial Technologies. All results
      included in the Center of Innovation Technology are prepared for further
      utilization and development such as production and/or marketing agreements,
      further development or funding. The technology database is updated whenever
      new
      results become available. Entries in this service are comprehensive, providing
      information about the research result, the contributing organization, the type
      of collaboration sought, prototype availability, commercial potential, contact
      point information, and other details. The ambition of the Center of Innovation
      Technology is to stimulate European-wide access to the US for ongoing research
      information, and the exploitation thereof. Sharing information among the
      research community gives opportunities for exchange of skills and knowledge,
      and
      for bringing both together.




***Page
          - 19***




The
      LOM
      complete with modern auction functionality caters to virtually every industry
      worldwide accommodating everything from real estate to travel to apparel.
      XRAYMEDIA is consistently undergoing new research and development in order
      to
      satisfy each of these industries and sufficiently accommodate to individual
      industry requirements. XRAYMEDIA is presently analyzing different marketing
      segments, eager to release the latest version of their groundbreaking
      technology. The addition of auction capabilities allows sellers in the system
      to
      choose whether they would like to place an item up for auction or for live
      negotiation. In selecting an item to be for auction, the seller posts his
      initial offer and watches new bids arrive on his item, all posted in real time.
      A buyer who wishes to participate in an auction matches up with an item for
      sale
      and proceeds to place bids on the item. A buyer is given the option to place
      a
      "maximum bid," which instructs the system to increase the buyer's bid each
      time
      a counter-offer is made.




XRAYMEDIA
      has initial test marketing plan for the Live Open Marketplace (LOM) to commence
      with television infomercials covering over 100 million households. XRAYMEDIA's
      Live Open Marketplace has recently garnered the interest of two highly
      established media groups who have shown great enthusiasm towards providing
      television infomercial time for the Live Open Marketplace (LOM) technology.




The
      Television infomercials will be based on integrating auction functionality
      into
      the innovative live negotiating technology of the LOM System, both parties
      see
      it as a successful and profitable venture for all parties involved. XRAYMEDIA
      foresees no difficulty in garnering a strong response from both potential buyers
      and sellers for the LOM system. The auction and live negotiating technology
      offered through the LOM are superior to fixed-price sales, giving the seller
      opportunity to inspire competition and drive up sales significantly. In
      addition, the LOM provides buyers with a friendly and convenient way to gain
      access to a broad array of products.




XRAYMEDIA
      is currently developing two storyboards for the LOM technology and will be
      pinpointing placement dates shortly. The first of these two storyboards is
      an
      infomercial outlining the LOM licensing opportunity through a website similar
      to
      www.livenegotiator.com that allows the general public to purchase a personal
      branded online storefront to facilitate their online transactions and provide
      their customer base with the immediate care required. The second storyboard
      will
      advertise Negotiation Station www.negotiationstation.com a login point to
      XRAYMEDIA's Live Open Marketplace, where users can buy and sell a wide array
      of
      products online.





PLAN
      OF
      OPERATIONS;





XRAYMEDIA's
      plan of operations for the remainder of the year 2005 will consist of continuing
      to build on its revenue stream through increased transactions in the Live Media
      Marketplace (LMM) and the Live Open Marketplace (LOM) through the new release
      and marketing programs announced for the live negotiating technology. XRAYMEDIA
      European operations shows great promise as it’s representatives have garnered
      great interest and have already established two license holders for the
      technology and the company has begun preparing to build the subsequent websites
      utilizing its LOM technology.





The
      company’s partnership with Relativity Management is beginning to blossom as the
      first payment of $50,000 is expected shortly with many more to follow as the
      Beverly Hills film fund begins production on its first financed motion picture.





As
      well
      as liquidating the trade inventory obtained by the company through corporate
      trade transactions for additional revenue and assets on the balance sheet or
      can
      also be converted to cash or used for acquiring additional media inventory
      for
      its clients. During the remainder of this fiscal year, we intend to show how
      this plan will translate into strong cash flow for the Company. Going forward
      we
      will continue to focus on the three areas that we feel will add significantly
      to
      shareholder value: transactional business flow, cash flow, and liquid asset
      accumulation.





XRAYMEDIA's
      estimated cash requirements are approximately $1,500,000 annually. The majority
      of our cash requirements will be used for personnel costs, professional fees,
      advertising, and further website development. These should be offset to some
      extent from revenue cash flow. The company will continue its earlier practice
      of
      settling some debt for shares.





A.
      Results of Operations




The
      numbers used in this analysis are those contained in the comparative financial
      statements that follow. These reflect the changes of previous periods to reflect
      the current method of presentation.





THREE
      MONTHS ENDED SEPTEMBER 30, 2005 COMPARED TO THREE MONTHS ENDED SEPTEMBER 30,
      2004





Sales




Revenues
      for the three months ended September 30, 2005 and 2004 were $125,000 and
      $45,010, respectively. The revenue was generated primarily from advertising
      services and technical support.




***Page
          - 20***





Losses




Net
      losses including penalties and interest remissions for the quarter ended
      September 30, 2005, decreased to $182,289 over the same period in 2004 of
      $551,874, a decrease of approximately 67% ($369,585). The decrease in losses
      was
      attributable to decrease in consulting, marketing and investor relations
      expense.





XRAYMEDIA
      expects to continue to incur losses at least through fiscal year 2005 and there
      can be no assurance that XRAYMEDIA will achieve or maintain profitability from
      revenues that may be generated or that growth can be sustained in the
      future.




Expenses




Selling,
      general and administrative expenses decreased to $278,354 from $535,885 for
      the
      same quarter in 2004. The decrease in selling, general and administrative
      expenses was as mentioned in the losses first paragraph.





Depreciation
      and amortization expenses for the quarters ended September 30, 2005and
      September30, 2004 were $16,635 and $18,663, respectively.




Research
      and Development expenses decreased during the three months ended September
      30,
      2005 to $12,300 from $56,548 for the three months ended September 30, 2004.
      The
      company spent more heavily in 2004 to expedite the development and launch of
      its
      Media Service Portal of the Live Media Marketplace.




NINE
      MONTHS ENDED SEPTEMBER 30, 2005 COMPARED TO NINE MONTHS ENDED SEPT 30,
      2004





Sales




Total
      revenues for the nine months ended September 30, 2005 and 2004 were $193,500
      and
      $69,098, respectively.




Losses




Net
      losses for the nine months ended September 30, 2005, decreased to $1,022,470
      over the same period in 2004 of $11,211,911, a decrease of ($10,189,441 or
      91%).





The
      decrease in losses was attributable to decrease in compensation expense and
      investor relations expense, offset by increases in professional fees and media
      advertising.





***Page
          - 21***





XRAYMEDIA
      expects to continue to incur losses at least through fiscal year 2005 and there
      can be no assurance that XRAYMEDIA will achieve or maintain profitability from
      revenues that may be generated or that growth can be sustained in the future.





Expenses




Selling,
      general and administrative expenses for the nine months ended September 30,
      2005, decreased to $1,001,633 from $10,972,872 for the nine months ended
      September 30, 2004. The disproportionate decrease was primarily the inclusion,
      in 2004, of $9,100,000 in Section 144 control position expenses, along with
      $332,425 in stock performance plan, both amounts charged to compensation
      expense. Depreciation and amortization expenses for the three and nine months
      ended September 30, 2005 and September 30, 2004 were $16,635, $50,005, $18,663
      and $55,183 respectively.




Research
      and Development expenses were $164,332 in 2005 and $252,954 in 2004. The company
      spent slightly more heavily in 2004 to expedite the development and spring
      launch of its Media Service Portal of the Live Media Marketplace.




*B.
      Liquidity and Capital Resources*




For
      the
      nine months of 2005, the issuance of 202,700,000 non-cash-shares and the
      increase in borrowings, could not offset the loss for the nine
      months.





Cash
      flows generated by operations were $13,312 for the nine months ended September
      30, 2005, as versus $155,855 for the nine months ended September 30, 2004,
      a
      decrease of $142,543. The heavy issuance of non-cash-shares in 2004 was reduced
      in 2005.







Cash
      used
      by investing activities was $6,679 for the nine months ended September 30,
      2005
      and $948,464 for the nine months ended September 30, 2004. The substantial
      decrease is attributable to the payment, in 2004, in restricted shares, for
      protection of patents, copyrights and domain, which was written off in the
      fourth quarter of 2004 as it was determined to be unsuccessful.




Cash
      flows generated from financing activities were nil for the nine months ended
      September 30, 2005 and $776,800 for the quarter ended September 30, 2004.
      XRAYMEDIA's financing activities, in the 2004 period, primarily consisted of
      the
      sale of XRAYMEDIA's common stock pursuant to private placements.




XRAYMEDIA
      has funded its cash needs over the period covered by this Form 10-QSB through
      increasing debt and the issuance of its common stock for services. XRAYMEDIA
      intends to cover its cash needs over the next twelve months in part through
      the
      sale of additional shares of its common stock pursuant to a registration
      statement or an appropriate exemption from registration. However, there is
      no
      guarantee that XRAYMEDIA will continue to be able to raise additional funds
      from
      the sale of its securities.




*C.
      Capital Expenditures*




XRAYMEDIA
      made no significant net capital expenditures on property or
      equipment during the three quarters ended September 30, 2005 and 2004. The
      major planned capital expenditure is further website development. XRAYMEDIA
      has
      budgeted $100,000 to purchase the additional equipment or programs needed for
      this development and XRAYMEDIA intends to contract sometime in the near future
      to complete this work. XRAYMEDIA also plans to raise operating funds by a
      mixture of debt and stock to provide monies needed for their new projects.




Several
      years ago, XRAYMEDIA's website had passed its initial test stage on its way
      to
      becoming operational to handle the 'real-time' interactive business, a goal
      which was reached in 2004. The newest developments have resulted in numerous
      new
      modifications.




XRAYMEDIA's
      estimated cash requirements are approximately $1,500,000 annually. The majority
      of our cash requirements will be used for personnel costs, professional fees,
      advertising, and further website development. These should be offset to some
      extent from revenue cash flow. The company will continue its earlier practice
      of
      settling some debt for shares.








***Page
          - 22***




*D.
      Income Tax Expense (Benefit)*




XRAYMEDIA
      has net operating loss carry forwards of approximately $25,000,000. which will
      expire from 2014 to 2025. All available losses may not be utilized unless
      matching profits are earned.




*E.
      Impact of Inflation*




RAYMEDIA
      believes that inflation has had a negligible effect on operations over the
      past
      four years. XRAYMEDIA believes that it can offset inflationary increases in
      the
      cost of materials and labor by increasing sales and improving operating
      efficiencies.




*F.
      Critical accounting policies*





Estimates





Our
      discussion and analysis of our financial condition and results of operations
      are
      based upon our financial statements, which have been prepared in accordance
      with
      accounting principles generally accepted in the United States. The preparation
      of these financial statements requires us to make estimates and judgments that
      affect the reported amounts of assets, liabilities, revenues and expenses.
      In
      consultation with our Board of Directors, we have identified accounting policies
      that we believe are key to an understanding of our financial statements. These
      are important accounting policies that require management’s most difficult,
      subjective judgments.




Revenue
      Recognition




Revenue
      is recognized when the earning process is complete and the risk and rewards
      of
      ownership have transferred to the customer, which is generally considered to
      have occurred upon the delivery of the media to our customer. The Company
      recognizes revenue in accordance with SEC Staff Accounting Bulletin 101.




Transactions
      that involve the exchange of goods or services for other goods or services
      are
      accounted for in accordance with APB 29 and the interpretations contained in
      EITF 93-11 and EITF 99-17. Accordingly, the Company generally records exchanges
      at the carrying value of the goods or services exchanged, which is typically
      zero, as the fair values of the goods or services exchanged lack readily
      determinable fair values within reasonable limits as the Company has no history
      of receiving cash in similar transactions, and therefore the earnings process
      has not been completed.




Research
      and Development




We
      expense all research and development expenses as incurred. Costs incurred to
      establish the technological feasibility of our web site and technology are
      expensed as incurred and included in Research and Development expenses. There
      are no production costs to capitalize as defined in Statement on Financial
      Accounting Standards No. 86.




*G..
      Going Concern*




XRAYMEDIA
      has suffered recurring losses from operations that raises substantial doubt
      about its ability to continue as a going concern. Management plans in regards
      to
      theses matters is to grow through business combinations rather then to seek
      immediate, short-term earnings. However, in order to support existing operations
      and to fund proposed acquisitions, additional bank, private and/or equity
      financing must be obtained. Additionally, XRAYMEDIA plans to increase its sales
      through its website, www.xraymedia.com.




Additionally,
      due to the website launch delays and unexpected expenditures on internal
      development of replacement auction software it was necessary for management
      to
      arrange advances to XRAYMEDIA.





***Page
          - 23***




**ITEM
      13.     EXHIBITS AND REPORTS ON FORM 8-K**











(A)
      EXHIBITS: EXHIBITS REQUIRED TO BE ATTACHED BY ITEM 601 OF REGULATION S-B ARE
      LISTED IN THE INDEX TO EXHIBITS BEGINNING ON PAGE 23 OF THIS FORM 10-QSB, WHICH
      IS INCORPORATED HEREIN BY REFERENCE.











(B)
      REPORTS ON FORM 8-K: NOVEMBER 30, 2000, THE COMPANY FILED A FORM 8-K IN RESPECT
      TO THE RESIGNATION OF ONE OF OUR DIRECTORS, BRIAN WALKER. MR. WALKER HAD
      SUBMITTED A WRITTEN RESIGNATION TO US ON NOVEMBER 1, 2000.














[THIS
      SPACE LEFT BLANK INTENTIONALLY]







***Page
          - 24***








**SIGNATURES**





IN
      ACCORDANCE WITH SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, THE
      REGISTRANT CAUSED THIS FORM 10-QSB TO BE SIGNED ON ITS BEHALF BY THE
      UNDERSIGNED, THEREUNTO DULY AUTHORIZED, THIS 9TH DAY OF NOVEMBER, 2005.











**XRAYMEDIA
      INC.**








/S/
      HANS JOHANNES SCHULTE


NAME:
      HANS JOHANNES SCHULTE


TITLE:
      PRESIDENT, CEO AND DIRECTOR











IN
      ACCORDANCE WITH THE EXCHANGE ACT, THIS REPORT HAS BEEN SIGNED BELOW BY THE
      FOLLOWING PERSONS ON BEHALF OF THE REGISTRANT AND IN THE CAPACITIES AND ON
      THE
      DATES INDICATED.











SIGNATURE   TITLE  DATE











/S/
      HANS JOHANNES SCHULTE PRESIDENT AND DIRECTOR  NOVEMBER
      9, 2005.








HANS JOHANNES SCHULTE










***Page
          - 25***











**EXHIBIT
      31**










***Page
          - 26***




**CERTIFICATIONS
      PURSUANT TO**





**SECTION
      302 OF THE SARBANES-OXLEY ACT OF 2002**





I,
      Hans
      Johannes Schulte,  Chief Financial Officer  of
      XRAYMEDIA, Inc. certify that:




1.
      I have
      reviewed this quarterly report on Form 10-QSB of  XRAYMEDIA, Inc;




2.
      Based
      on my knowledge, this quarterly report does not contain any untrue statement
      of
      a material fact or omit to state a material fact necessary to make the
      statements made, in light of the circumstances under which such statements
      were
      made, not misleading with respect to the period covered by this quarterly
      report;




3.
      Based
      on my knowledge, the financial statements, and other financial information
      included in this quarterly report, fairly present in all material respects
      the
      financial condition, results of operations and cash flows of the registrants
      of,
      and for, the periods presented in this quarterly report;




4.
      The
      registrant’s other certifying officers and I are responsible for establishing
      and maintaining disclosure controls and procedures (as defined in Exchange
      Act
      Rules 13a-14 and 15d-14) for the registrant and have;




a)
 
      designed such disclosure controls and procedures to ensure that material
      information relating to the registrant, including its consolidated subsidiaries,
      is made known to us by others within those entities, particularly during the
      period in which this quarterly report is being prepared;




b)
 
      evaluated the effectiveness of the registrant’s disclosure controls and
      procedures as of a date within 90 days prior to the filing date of this
      quarterly report (the “Evaluation Date”); and




c)
 
      presented in this quarterly report our conclusions about the effectives of
      the
      disclosure controls and procedures based on our evaluation as of the Evaluation
      Date;




5.The
      registrant’s other certifying officers and I have disclosed, based on our most
      recent evaluation, to the registrant’s auditors and the audit committee of
      registrant’s board of directors (or persons performing the equivalent
      functions):




a)
 
      all significant deficiencies in the design or operation in internal controls
      which could adversely affect the registrant’s ability to record, process,
      summarize and report financial data and have identified for the registrant’s
      auditors any material weaknesses in internal controls; and




b)
 
      any fraud, whether or not material, that involves management or other employees
      who have a significant role in the registrant’s internal controls; and




6.The
      registrant’s other certifying officers and I have indicated in this quarterly
      report whether there were significant changes in internal controls or in other
      factors that could significantly affect internal controls subsequent to the
      date
      of our most recent evaluation, including any corrective actions with regard
      to
      significant deficiencies and material weaknesses.





Date:
      November 9, 2005         Signature: /s/  Hans
      Johannes Schulte


Hans Johannes Schulte


Chief Financial Officer








***Page
          - 27***








**CERTIFICATIONS
      PURSUANT TO**


**SECTION
      302 OF THE SARBANES-OXLEY ACT OF 2002**





I,
      Hans
      Johannes Schulte,  Chief Executive Officer  of
      XRAYMEDIA, Inc. certify that:




1.
      I have
      reviewed this quarterly report on Form 10-QSB of  XRAYMEDIA, Inc;




2.
      Based
      on my knowledge, this quarterly report does not contain any untrue statement
      of
      a material fact or omit to state a material fact necessary to make the
      statements made, in light of the circumstances under which such statements
      were
      made, not misleading with respect to the period covered by this quarterly
      report;




3.
      Based
      on my knowledge, the financial statements, and other financial information
      included in this quarterly report, fairly present in all material respects
      the
      financial condition, results of operations and cash flows of the registrants
      of,
      and for, the periods presented in this quarterly report;




4.
      The
      registrant’s other certifying officers and I are responsible for establishing
      and maintaining disclosure controls and procedures (as defined in Exchange
      Act
      Rules 13a-14 and 15d-14) for the registrant and have;




a)
 
      designed such disclosure controls and procedures to ensure that material
      information relating to the registrant, including its consolidated subsidiaries,
      is made known to us by others within those entities, particularly during the
      period in which this quarterly report is being prepared;




b)
 
      evaluated the effectiveness of the registrant’s disclosure controls and
      procedures as of a date within 90 days prior to the filing date of this
      quarterly report (the “Evaluation Date”); and




c)
 
      presented in this quarterly report our conclusions about the effectives of
      the
      disclosure controls and procedures based on our evaluation as of the Evaluation
      Date;




5.The
      registrant’s other certifying officers and I have disclosed, based on our most
      recent evaluation, to the registrant’s auditors and the audit committee of
      registrant’s board of directors (or persons performing the equivalent
      functions):




a)
 
      all significant deficiencies in the design or operation in internal controls
      which could adversely affect the registrant’s ability to record, process,
      summarize and report financial data and have identified for the registrant’s
      auditors any material weaknesses in internal controls; and




b)
 
      any fraud, whether or not material, that involves management or other employees
      who have a significant role in the registrant’s internal controls; and




6.The
      registrant’s other certifying officers and I have indicated in this quarterly
      report whether there were significant changes in internal controls or in other
      factors that could significantly affect internal controls subsequent to the
      date
      of our most recent evaluation, including any corrective actions with regard
      to
      significant deficiencies and material weaknesses.





Date:
      November 9, 2005         Signature: /s/  Hans
      Johannes Schulte  Hans
      Johannes Schulte


Chief Executive Officer




***Page
          - 28***







**EXHIBIT
      32**











***Page
          - 29***




**CERTIFICATION
      PURSUANT TO 18 U.S.C.**


**SECTION
      1350, AS ADOPTED PURSUANT TO**


**SECTION
      906 OF THE SARBANES-OXLEY ACT OF 2002**





In
      connection with the Quarterly Report of XrayMedia, Inc. on Form 10-QSB
      for the period ending September 30, 2005 as filed with the Securities and
      Exchange Commission on the date hereof (the “Report”), I, Hans Johannes Schulte,
      President and Chief Financial Officer of XrayMedia, Inc and a member of the
      Board of Directors, certify, pursuant to § 906 of the Sarbanes-Oxley Act of
      2002, that:




(1)
      The
      Report fully complies with the requirements of section 13(a) or 15(d) of the
      Securities Exchange Act of 1934; and




(2)
      The
      information contained in the Report fairly represents, the financial condition
      and result of operations of the Company.





Date:
      November 9, 2005         Signature: /s/  Hans
      Johannes Schulte


Hans Johannes Schulte


Chief Financial Officer





***Page
          - 30***





**CERTIFICATION
      PURSUANT TO 18 U.S.C.**


**SECTION
      1350, AS ADOPTED PURSUANT TO**


**SECTION
      906 OF THE SARBANES-OXLEY ACT OF 2002**





In
      connection with the Quarterly Report of XrayMedia, Inc. on Form 10-QSB
      for the period ending September 30, 2005 as filed with the Securities and
      Exchange Commission on the date hereof (the “Report”), I, Hans Johannes Schulte,
      President and Chief Executive Officer of XrayMedia, Inc and a member of the
      Board of Directors, certify, pursuant to § 906 of the Sarbanes-Oxley Act of
      2002, that:




(1)
      The
      Report fully complies with the requirements of section 13(a) or 15(d) of the
      Securities Exchange Act of 1934; and





(2)
      The
      information contained in the Report fairly represents, the financial condition
      and result of operations of the Company.




Date:
      November 9, 2005         Signature: /s/  Hans
      Johannes Schulte


Hans
      Johannes Schulte


Chief Executive Officer








***Page
          - 31***




**ITEM
      2.     DESCRIPTION OF EXHIBITS.**











INDEX
      TO
      EXHIBITS





EXHIBIT





NO. 
              PAGE NO.         
DESCRIPTION


2(A) 
              *         
   ARTICLES OF MERGER AND PLAN AND OF MERGER, PORT INDUSTRIES,


INC. MARCH 1, 1994. (INCORPORATED BY REFERENCE FILED WITH


THE COMPANY'S FORM 10-SB/A-2 ON MARCH 29, 2000).





2(B) 
              *         
   STOCK PURCHASE AGREEMENT DATED SEPTEMBER 20, 1996. (DIGITAL


REPORTING, INC. ACQUIRES ALL OF THE ISSUED AND OUTSTANDING


SHARES OF R&D INDUSTRIES, INC.). (INCORPORATED BY REFERENCE


FILED WITH THE COMPANY'S FORM 10-SB/A-2ON MARCH 29, 2000).





2(C) 
              *         
   DIGITAL REPORTING, INC. BOARD RESOLUTION DATED SEPTEMBER 3,


1997, AUTHORIZING THE ACQUISITION OF ALL THE OUTSTANDING


STOCK OF CYBERGUIDES, INC. (INCORPORATED BY REFERENCE FILED


WITH THE COMPANY'S FORM 10-SB/A-2 ON MARCH 29, 2000).





3(I)(A)
             *            
ARTICLES OF INCORPORATION OF PORT INDUSTRIES, INC.


(INCORPORATED BY REFERENCEFILED WITH THE COMPANY'S FORM


10-SB/A-2 ON MARCH 29, 2000).





3(I)(B) 
             *            
ARTICLES OF AMENDMENT OF ARTICLES OF INCORPORATION OF PORT


INDUSTRIES, INC. DATED OCTOBER 28, 1969 AUTHORIZING TOTAL


NUMBER OF SHARES TO BE 30,000 AT $10.00 EACH. (INCORPORATED


BY REFERENCE FILED WITH THE COMPANY'S FORM 10-SB/A-2 ON


MARCH 29, 2000).





***Page
            - 32***














3(I)(C) 
             *           
ARTICLES OF AMENDMENT OF ARTICLES OF INCORPORATION OF PORT


INDUSTRIES, INC. DATED MARCH 6, 1972 AUTHORIZING THE NUMBER


OF SHARES TO BE 1,000,000 AT $.10 EACH. (INCORPORATED BY


REFERENCE FILED WITH THE COMPANY'S FORM 10-SB/A-2 ON
      MARCH


29, 2000).





3(I)(D)
             *            
MINNESOTA SECRETARY OF STATE AMENDMENT OF ARTICLES OF


INCORPORATION (DIGITAL REPORTING INC. CHANGES ITS NAME TO


CYBERGUIDES INTERNATIONAL, INC., SEPTEMBER 30, 1997).


(INCORPORATED BY REFERENCE FILED WITH THE COMPANY'S FORM


10-SB/A-2 ON MARCH 29, 2000).





3(I)(E) 
             *            
MINNESOTA SECRETARY OF STATE AMENDMENT OF ARTICLES OF


INCORPORATION (CYBERGUIDES INTERNATIONAL, INC., CHANGES ITS


NAME TO AJA MERCHANT BANKING CORPORATION FEBRUARY 10, 1998)


(INCORPORATED BY REFERENCE FILED WITH THE COMPANY'S FORM


10-SB/A-2 ON MARCH 29, 2000).





3(I)(F) 
                 *      
     MINNESOTA SECRETARY OF STATE AMENDMENT OF ARTICLES OF


INCORPORATION (AJA MERCHANT BANKING CORPORATION CHANGES ITS


NAME TO IMAGE PHOTO SYSTEMS, INC. DECEMBER 3, 1998).


(INCORPORATED BY REFERENCE FILED WITH THE COMPANY'S FORM


10-SB/A-2 ON MARCH 29, 2000).







***Page
          - 33***





3(I)(G)
                 *      
     MINNESOTA SECRETARY OF STATE AMENDMENT OF ARTICLES OF


INCORPORATION (IMAGE PHOTO SYSTEMS, INC. CHANGES ITS NAME


TO XRAYMEDIA.COM, INC., SEPTEMBER 16, 1999). (INCORPORATED


BY REFERENCE FILED WITH THE COMPANY'S FORM 10-SB/A-2 ON


MARCH 29, 2000).





3(I)(H) 
                 *      
      ARTICLES OF INCORPORATION OF IMAGE PHOTO SYSTEMS, INC.


(INCORPORATED BY REFERENCE FILED WITH THE COMPANY'S FORM


10-SB/A-2 ON MARCH 29, 2000).







3(II)(A)
                 *      
      BY-LAWS OF PORT INDUSTRIES, INC. (INCORPORATED BY
      REFERENCE


FILED WITH THE COMPANY'S FORM 10-SB/A-2 ON MARCH 29, 2000).





3(II)(B) 
                 *      
      BY-LAWS OF IMAGE PHOTO SYSTEMS, INC. (INCORPORATED BY


REFERENCE FILED WITH THE COMPANY'S FORM 10-SB/A-2 ON MARCH


29, 2000).




23
      22                  
      CONSENT OF INDEPENDENT PUBLIC ACCOUNTANT, DATED MARCH
      15,


2000.







***Page
          - 34***





MATERIAL
      CONTRACTS








EXHIBIT








NO. 
                 PAGE NO.      
   DESCRIPTION




6(A) 
                 *      
      AGREEMENT, DATED JULY 29, 1999, BETWEEN XRAYMEDIA.COM,


INC. AND LAURIER LIMITED. (INCORPORATED BY REFERENCE FILED WITH THE


COMPANY'S FORM 10- SB/A-2 ON MARCH 29, 2000).





10(I) 
                 *      
      BENEFIT PLAN DATED OCTOBER 15, 1999. (INCORPORATED BY


REFERENCE FILED WITH THE COMPANY'S FORM 10-SB/A-2 ON MARCH


29, 2000).





10(II) 
                 *      
      MANAGEMENT AGREEMENT BETWEEN MEIR KAHTAN AND


XRAYMEDIA.COM, INC. DATED MARCH 15, 2000. (FILED WITH AMENDMENT NO.
      1 TO


10-KSB ON MAY 8, 2000).







***Page
          - 35***