SECURITIES  AND  EXCHANGE  COMMISSION

                             WASHINGTON,  D.C.  20549

                                   FORM  10-QSB

(MARK  ONE)

     [X] QUARTERLY  REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES  EXCHANGE
ACT  OF  1934  FOR  THE  QUARTERLY  PERIOD  ENDED  SEPT.  30,  2002

     [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES  EXCHANGE
ACT  OF  1934  FOR  THE  TRANSITION PERIOD FROM TO . ------------ --------------


                        COMMISSION  FILE  NUMBER:33-24108D



                               XRAYMEDIA.COM,  INC.

        (EXACT  NAME  OF  SMALL  BUSINESS  ISSUER  AS  SPECIFIED IN ITS CHARTER)


        MINNESOTA                                       41-0951123
(STATE OR OTHER JURISDICTION OF             (I.R.S. EMPLOYER IDENTIFICATION NO.)
 INCORPORATION  OR  ORGANIZATION)


         555  BURRARD  STREET,  SUITE  900,  VANCOUVER,  B.  C.,  CANADA  V7X1M9
               (ADDRESS  OF  PRINCIPAL  EXECUTIVE  OFFICE)  (ZIP  CODE)

                                 (888)  777-0658
                           (ISSUER'S  TELEPHONE  NUMBER)


         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  XX           NO


         THE NUMBER OF OUTSTANDING  SHARES OF THE ISSUER'S COMMON STOCK,  $0.001
PAR VALUE (THE ONLY CLASS OF VOTING STOCK), AS OF SEPT. 30, 2002 WAS 83,530,778.
THE  NUMBER  OF  OUTSTANDING  SHARES  AT  THE DATE OF COMPLETION OF THIS REPORT,
(NOV.  4,2002),  WAS  83,530,778

                                        1
<PAGE>

                                TABLE  OF  CONTENTS

                                     PART  I

ITEM  1.  FINANCIAL  STATEMENTS

ITEM  2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

                                     PART  II

ITEM  2.  CHANGES  IN  SECURITIES  AND  USE  OF  PROCEEDS.

ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K


SIGNATURES

INDEX  TO  EXHIBITS

                                        2
<PAGE>

                                     PART  1

                     ITEM  1.           FINANCIAL  STATEMENTS

AS  USED  HEREIN,  THE  TERM  "COMPANY"  REFERS  TO  XRAYMEDIA.COM,  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  SEPT. 30,  2002 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]

                                        3
<PAGE>

XRAYMEDIA.COM,  INC.
(A  COMPANY  IN  THE  DEVELOPMENT  STAGE)
BALANCE  SHEET  (UNAUDITED)
SEPT.  30,  2002
-------------------------------------------------------------------------------

                ASSETS                                         SEPT.  30
                                                                 2002
------------------------------------------------------------------------
CURRENT  ASSETS

CASH                                                         $     2,642
ACCOUNTS  RECEIVABLE                                                 943
PREPAID  EXPENSES                                                      0
                                                            ------------
TOTAL  CURRENT  ASSETS                                             3,585
                                                            ------------
FIXED  ASSETS
----------------------------------------------------------
FURNITURE  AND  EQUIPMENT  (NOTE  B)
COST                                                            295,434
ACCUMULATED  DEPRECIATION                                      (129,908)
                                                            ------------
NET                                                             165,526
SOFTWARE  LICENSE  (NOTE  B)                                     25,000
                                                            ------------
                                                                190,526
                                                            ------------
OTHER  ASSETS
----------------------------------------------------------
SECURITY  DEPOSIT                                                14,003
                                                            ------------
TOTAL  ASSETS                                               $   208,114
                                                            ============
CURRENT  LIABILITIES
----------------------------------------------------------
ACCRUED  EXPENSES  (NOTE  C)                                $   429,885
ACCRUED  WAGES  PAYABLE148,850
ADVANCE  FROM  RELATED  PARTY  (NOTE  D)                        668,181
ADVANCES  -  OTHER                                               44,210
                                                            ------------
TOTAL  CURRENT  LIABILITIES                                   1,291,126
                                                            ------------
TOTAL  LIABILITIES                                            1,291,126
                                                            ------------
STOCKHOLDERS'  EQUITY  <DEFICIT>(NOTE  F)
----------------------------------------------------------
COMMON  STOCK,  PAR  VALUE  $.001;  100,000,000
SHARES  AUTHORIZED;  ISSUED  AND  OUTSTANDING  83,530,778
AT  SEPT.  30,  2002                                             83,531
ADDITIONAL  PAID  IN  CAPITAL                                 5,618,005
DEFICIT  AT  INCEPTION  DATE(746,875)
ACCUMULATED  DEFICIT  DURING  THE  DEVELOPMENT  STAGE        (6,007,578)
COMMON  STOCK  NOTE  RECEIVABLE                                 (30,095)
                                                            ------------
TOTAL  STOCKHOLDERS'  EQUITY  (DEFICIT)                      (1,083,012)
                                                            ------------
TOTAL  LIABILITIES  AND
  STOCKHOLDERS'  EQUITY  (DEFICIT)                          $   208,114
                                                            ============

                       SEE  NOTES  TO  FINANCIAL  STATEMENTS.

                                        4
<PAGE>

XRAYMEDIA.COM,  INC.
(A  COMPANY  IN  THE  DEVELOPMENT  STAGE)
STATEMENTS  OF  OPERATIONS  AND  ACCUMULATED  DEFICIT
THREE  MONTHS  AND  NINE  MONTHS  ENDED  SEPT.  30,  2002  (UNAUDITED)
COMPARATIVE;  SAME  PERIODS  -  2001.
AND  THE  PERIOD  MARCH  1,  1994  (INCEPTION  OF  THE  DEVELOPMENT  STAGE)
 TO  SEPT.  30,  2002
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                                  Period from March 1, 1994
                                                                                                    (inception of the
                                   Three Months Ended SEPT. 30,    Nine Months Ended SEPT. 30,     development stage) to
                                      2002           2001            2002            2001              SEPT. 30,2002
                                              (as restated)                    (as restated)            (as restated)
----------------------------------------------------------------------------------------------------------------------------
<S>                             <C>           <C>             <C>           <C>             <C>

COSTS AND EXPENSES
------------------------------
Personnel Costs. . . . . . . .    $  21,000       $  25,849        $  63,000      $   71,838        $  583,871
Compensation expense . . . . -            -               -          397,500         253,300         1,766,500
Occupancy costs. . . . . . . .       18,658          11,963           53,631          48,514           268,693
Professional fees. . . . . . .       45,344          26,721           87,344         140,967           936,769
Computer costs   . . . . . . .            0               0                0               0                 0
Marketing .  . . . . . . . . .       10,918             985           16,512           9,483            96,022
Travel . . . . . . . . . . . .       11,998           4,405           27,216          23,971           204,730
Consulting . . . . . . . . . .       18,750          18,668           56,250          59,703           324,314
Interest and bank charges. .          7,538           2,890           10,784          10,067            32,257
Office supplies & administration     10,316           9,767           30,600          34,509           194,356
Communication. . . . . . . . .        6,478           4,927           18,666          16,509           122,894
Insurance. . . . . . . . . . .            0          11,032                0          32,329            77,089
Miscellaneous. . . . . . . . .          446             241            4,250           3,952            26,336
Transfer fees. . . . . . . .            319             100            3,044           1,891            16,789
Depreciation and amortization.       14,770          14,230           44,015          42,690           149,119
Bad  debt expense. . . . . . .            -               -                -               -             5,400
Website/Internet/Computer exp.       51,984          29,790          197,527         102,293           506,539
Investor relations . . . . . .        2,436           1,542            9,379          31,984           100,170
                                ------------  --------------  --------------  --------------   ----------------
TOTAL EXPENSES . . . . . . . .      220,955         163,110        1,019,718        884,000         5,411,848
                                ------------  --------------  --------------  --------------   ----------------
OTHER INCOME (LOSS)
Revenue. . . . . . . . . . . .          600               -           1,566               -             46,551
Dissolution of Corp Reports. .            -               -               -               -           (503,507)
Other. . . . . . . . . . . . .            -               -               -               -           (138,774)
                                ------------  --------------  --------------  ---------------  ----------------

NET (LOSS)                         (220,355)  $  (  163,110)  $  (1,018,152)   $  (  884,000)   $   (6,007,578)
Accumulated Deficit: Beginning   (5,787,223)     (4,139,116)     (4,989,426)      (3,418,226)                -
                                ------------  --------------  --------------  ---------------   ---------------

Ending . . . . . . . . . . . .  $(6,007,578)  $  (4,302,226)  $  (6,007,578)  $   (4,302,226)   $   (6,007,578)
                                ============  ==============  ==============  ===============   ===============

BASIC AND DILUTED
LOSS PER SHARE (NOTE A). . . .  $    (0.003)  $       (0.01)  $       (0.01)  $        (0.01)
                                ============  ==============  ==============  ==============

WEIGHTED AVERAGE NUMBER OF
  COMMON SHARES OUTSTANDING. .    83,530,778     36,605,778      82,936,778       39,436,500
                                ============  ==============  ==============  ===============
</TABLE>

                       SEE  NOTES  TO  FINANCIAL  STATEMENTS.

                                        5
<PAGE>

XRAYMEDIA.COM,  INC.
(A  COMPANY  IN  THE  DEVELOPMENT  STAGE)
STATEMENTS  OF  CASH  FLOWS
FOR  THE  NINE  MONTHS  ENDED  SEPT.  30,  2002  AND  2001
PLUS THE PERIOD MARCH  1, 1994 (INCEPTION OF THE DEVELOPMENT STAGE) TO SEPT. 30,
2002
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                                  March 1, 1994
                                                                                                 (inception of
                                                        NINE MONTHS Ended SEPT. 30,          development stage) to
                                                                          2001                  SEPT. 30, 2002
                                                           2002      (as restated)              (as restated)
-----------------------------------------------------------------------------------------------------------------
<S>                                                    <C>           <C>             <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss. . . . . . . . . . . . . . . . . . . . . . .  $(1,018,152)      $(884,000)                 $(6,007,578)
Adjustments to reconcile net loss
 to net cash used by operating activities:
Depreciation. . . . . . . . . . . . . . . . . . . . .       44,015          42,690                      149,119
Shares issued in exchange for services
charged to Professional fees. . . . . . . . . . . . .            -          55,500                       72,000
Shares issued for stock performance plan. . . . . . .      172,500          85,750                     1,040750
Shares issued under section 144-control position. . .      225,000         175,000                      750,000
Shares issued for services. . . . . . . . . . . . . .       90,000          35,000                      305,000
Abandonment of furniture & equipment. . . . . . . . .            -               -                       30,809
Bad debt expense. . . . . . . . . . . . . . . . . . .                                                     5,400
Write-off of goodwill . . . . . . . . . . . . . . . .            -               -                      464,831
CHANGES IN CURRENT ASSETS AND CURRENT
ASSETS AND CURRENT LIABILITIES:
(Increase) decrease in current assets:
Prepaid expenses. . . . . . . . . . . . . . . . . . .        3,793               -                            0
Accounts receivable . . . . . . . . . . . . . . . . .            -           5,700                       (6,343)
Increase (decrease) in current liabilities:
Accrued expenses. . . . . . . . . . . . . . . . . . .      143,151         144,152                      429,885
Accrued wages payable . . . . . . . . . . . . . . . .       63,000          62,850                      148,850
Advances from related parties . . . . . . . . . . . .      212,032         249,254                      668,181
Other advances. . . . . . . . . . . . . . . . . . . .       44,210               0                       44,210
                                                       ------------  --------------                -------------

NET CASH  USED FOR OPERATING ACTIVITIES . . . . . . .      (20,451)        (28,104)                  (1,904,886)
                                                       ------------  --------------               --------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of furniture and equipment. . . . . . . .       (5,823)         (3,748)                    (345,454)
Acquisition of software . . . . . . . . . . . . . . .            -               -                      (25,000)
(Increase) decrease in security deposit . . . . . . .       (3,619)            726                      (14,003)
(Purchase) of  goodwill . . . . . . . . . . . . . . .            -               -                     (464,831)
                                                       ------------  --------------                -------------

NET CASH (USED) FOR INVESTING ACTIVITIES. . . . . . .      ( 9,442)       (  3,022)                    (849,288)
                                                       ------------  --------------               --------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance (repayment) of notes payable . . . . . . . .       30,000               -                    1,733,311
Shares issued for note. . . . . . . . . . . . . . . .                                                       (95)
Sale of common stock. . . . . . . . . . . . . . . . .            -               -                    1,023,600
                                                       ------------  --------------               --------------
NET CASH PROVIDED  BY FINANCING
 ACTIVITIES . . . . . . . . . . . . . . . . . . . . .       30,000               -                    2,756,816
                                                       ------------  --------------               --------------

NET INCREASE (DECREASE) IN CASH . . . . . . . . . . .          107         (31,126)                       2,642

CASH, beginning of period . . . . . . . . . . . . . .        2,535          42,122                           -
                                                       ------------  --------------                --------------

CASH, end of period . . . . . . . . . . . . . . . . .  $     2,642   $      10,336                 $      2,642
                                                       ============  ==============                ============

SUPPLEMENTAL DISCLOSURE:
Noncash investing and financing activities

Shares issued for debt. . . . . . . . . . . . . . . .  $    30,000   $      55,500
Shares issued for services. . . . . . . . . . . . . .       90,000          35,000
Shares issued for stock performance plan. . . . . . .      172,500          85,750
Shares issued under section 144 - control position. .      225,000         175,000
Shares issued in exchange for extended business model            -               0

                                                       ------------  --------------
                                                       $   517,500   $     351,250
                                                       ============  ==============

No significant amounts of interest or taxes
 were paid during the periods shown above.
</TABLE>

                       SEE  NOTES  TO  FINANCIAL  STATEMENTS.

                                        6
<PAGE>

XRAYMEDIA.COM,  INC.
(A  COMPANY  IN  THE  DEVELOPMENT  STATE)
NOTES  TO  THE  FINANCIAL  STATEMENTS  (UNAUDITED)
FOR  THE  NINE  MONTHS  ENDED  SEPT.  30,  2002  AND  2001
--------------------------------------------------------------------------------


NOTE  A  -  ORGANIZATION  AND  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES
-----------------------------------------------------------------------------

BASIS  OF  PRESENTATION
-----------------------

THE  UNAUDITED  FINANCIAL  STATEMENTS  OF  XRAYMEDIA.COM  (THE  COMPANY)  AS  OF
SEPTEMBER
2002  AND  2001  AND  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001 HAVE
BEEN
PREPARED  IN  ACCORDANCE  WITH  ACCOUNTING  PRINCIPLES GENERALLY ACCEPTED IN THE
UNITED  STATES  FOR  INTERIM 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  NOTES THERETO INCLUDED IN THE
COMPANY'S
FORM 10-KSB FOR THE YEAR ENDED DECEMBER 31, 2001.  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.

ACCOUNTING  POLICIES
--------------------

THE  ACCOUNTING  POLICIES  FOLLOWED  IN  THE  PRESENTATION  OF INTERIM FINANCIAL
RESULTS  ARE  THE SAME AS THOSE FOLLOWED ON AN ANNUAL BASIS.  THESE POLICIES ARE
PRESENTED  IN  NOTE  A  TO THE CONSOLIDATED FINANCIAL STATEMENTS INCLUDED IN THE
COMPANY'S  ANNUAL  REPORT  ON  FORM  10-KSB FOR THE YEAR ENDED DECEMBER 31, 2001
FILED  WITH  THE  SECURITIES  AND  EXCHANGE  COMMISSION.

CERTAIN  PRIOR  YEAR  AMOUNTS  HAVE BEEN RECLASSIFIED TO CONFORM TO CURRENT YEAR
CLASSIFICATIONS.

ORGANIZATION
------------


IN  APRIL  2000,  THE  COMPANY  CHANGED  ITS  NAME  TO  XRAYMEDIA.COM.

THE  COMPANY  WAS  INCORPORATED  IN THE UNITED STATES AND OPERATES IN VANCOUVER,
B.C.  AND  NEW YORK.  THE COMPANY'S PRINCIPAL BUSINESS, AT PRESENT, 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.  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.

IN JANUARY 2000 THE COMPANY COMPLETED A PRIVATE PLACEMENT OFFERING IN THE AMOUNT
OF  $810,000.  MANAGEMENT  USED  THE  OFFERING  PROCEEDS  FOR  WORKING  CAPITAL
PURPOSES.

SUMMARY  OF  SIGNIFICANT  ACCOUNTING  PRINCIPLES
------------------------------------------------

A.  ACCOUNTING  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  EXPENSES DURING THE REPORTING PERIOD.
ACTUAL  RESULTS  COULD  DIFFER  FROM  THOSE  ESTIMATES.

                                        7
<PAGE>

XRAYMEDIA.COM,  INC.
(A  COMPANY  IN  THE  DEVELOPMENT  STATE)
NOTES  TO  THE  FINANCIAL  STATEMENTS
FOR  THE  NINE  MONTHS  ENDED  SEPT.  30,  2002  AND  2001
--------------------------------------------------------------------------------


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

SUMMARY  OF  SIGNIFICANT  ACCOUNTING  PRINCIPLES  (CONTINUED)
-------------------------------------------------------------

B.  BASIC  EARNINGS  PER  SHARE
-------------------------------

BASIC  EARNINGS  <LOSS>  PER  SHARE  HAVE  BEEN  CALCULATED  IN  CONFORMITY WITH
FINANCIAL ACCOUNTING STANDARDS BOARD STATEMENT NO. 128 "EARNINGS PER SHARE". THE
COMPANY  HAS  A  SIMPLE  CAPITAL  STRUCTURE WITH NO SIGNIFICANT POTENTIAL COMMON
SHARES.  BASIC  EARNINGS  <LOSS> PER SHARE IS CALCULATED WEIGHTED ON THE AVERAGE
NUMBER  OF  COMMON  SHARES  OUTSTANDING.

C.  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.

D.  ISSUANCE  OF  COMMON  STOCK
-------------------------------

THE  ISSUANCE  OF COMMON STOCK FOR OTHER THAN CASH IS RECORDED BY THE COMPANY AT
MANAGEMENTS  ESTIMATE  OF  THE  FAIR  VALUE  OF  THE  ASSETS ACQUIRED OR SERVICE
RENDERED.

E.  INCOME  TAXES
-----------------

IN  2001  AND  THE  FIRST NINE MONTHS OF 2002, ONLY THE MINIMUM STATE TAXES WERE
PAID.
NO  TAXES  ARE  PAYABLE  FOR  THE  NINE MONTHS ENDED SEPT. 30, 2002. THE COMPANY
HAS  NET  OPERATING LOSSES OF APPROXIMATELY $6,000,000, WHICH WILL EXPIRE IN THE
20TH  YEAR  FROM  THE  DATE  THE  LOSSES  WERE INCURRED, I.E. FROM 2014 TO 2022.

F.  FUNCTIONAL  CURRENCY
------------------------

THE  FINANCIAL  STATEMENTS  ARE STATED IN U. S. DOLLARS, WHICH IS THE FUNCTIONAL
CURRENCY  OF  THE  COMPANY.

                                        8
<PAGE>


XRAYMEDIA.COM,  INC.
(A  COMPANY  IN  THE  DEVELOPMENT  STATE)
NOTES  TO  THE  FINANCIAL  STATEMENTS  (UNAUDITED)
FOR  THE  NINE  MONTHS  ENDED  SEPT.  30,  2002  AND  2001
--------------------------------------------------------------------------------


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

SUMMARY  OF  SIGNIFICANT  ACCOUNTING  PRINCIPLES  (CONTINUED)
-------------------------------------------------------------

G.  IMPACT  OF  ACCOUNTING  STANDARDS
-------------------------------------

IN  SEPT.  2001,  THE FASB ISSUED SFAS NO. 141, "BUSINESS COMBINATIONS" AND SFAS
NO.
142  "GOODWILL  AND  OTHER  INTANGIBLE  ASSETS."  UNDER THESE NEW STANDARDS, ALL
ACQUISITIONS  SUBSEQUENT  TO  SEPT.  30,  2001  MUST  BE  ACCOUNTED  FOR  UNDER
THE
PURCHASE METHOD OF ACCOUNTING AND PURCHASED GOODWILL IS NO LONGER AMORTIZED OVER
ITS  USEFUL  LIFE.  INSTEAD,  GOODWILL  WILL BE SUBJECT TO A PERIODIC IMPAIRMENT
TEST  BASED  UPON  ITS  VALUE.   THE  COMPANY  DOES NOT EXPECT ANY EFFECT ON ITS
FINANCIAL POSITION OR RESULTS OF OPERATIONS FROM THE ADOPTION OF THIS STATEMENT.
IN  AUGUST  2001, THE FASB ISSUED SFAS NO. 143, "ACCOUNTING FOR ASSET RETIREMENT
OBLIGATIONS."  SFAS  143  ESTABLISHES  ACCOUNTING  STANDARDS FOR RECOGNITION AND
MEASUREMENT  OF  A  LIABILITY  FOR  THE  COSTS  OF  ASSET  RETIREMENT
OBLIGATIONS.  UNDER SFAS 143, THE COSTS OF RETIRING AN ASSET WILL BE RECORDED AS
A  LIABILITY  WHEN  THE  RETIREMENT  OBLIGATION ARISES, AND WILL BE AMORTIZED TO
EXPENSE  OVER  THE  LIFE OF THE ASSET. THE COMPANY DOES NOT EXPECT ANY EFFECT ON
ITS  FINANCIAL  POSITION  OR  RESULTS  OF  OPERATIONS  FROM THE ADOPTION OF THIS
STATEMENT.  IN  OCTOBER  2001, THE FASB ISSUED SFAS NO. 144, "ACCOUNTING FOR THE
IMPAIRMENT  OR  DISPOSAL  OF  LONG-LIVED  ASSETS."  SFAS 144 ADDRESSES FINANCIAL
ACCOUNTING AND REPORTING FOR THE IMPAIRMENT OR DISPOSAL OF LONG-LIVED ASSETS AND
DISCONTINUED OPERATIONS. THE COMPANY DOES NOT EXPECT ANY EFFECT ON ITS FINANCIAL
POSITION  OR  RESULTS  OF  OPERATIONS  FROM  THE  ADOPTION  OF  THIS  STATEMENT.

H.  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  CARRYFORWARD  AMOUNTING  TO
APPROXIMATELY  $6,000,000.  BECAUSE  OF  THE  UNCERTAINTY  OF  UTILIZING THE NET
OPERATING  LOSS  CARRYFORWARD,  A  VALUATION  ALLOWANCE  OF THE MAXIMUM HAS BEEN
PROVIDED  AGAINST  THE  DEFERRED  TAX  ASSET  (SEE  NOTE  F).

                                        9
<PAGE>

XRAYMEDIA.COM,  INC.
(A  COMPANY  IN  THE  DEVELOPMENT  STATE)
NOTES  TO  THE  FINANCIAL  STATEMENTS  (UNAUDITED)
NINE  MONTHS  ENDED  SEPT.  30,  2002  AND  2001
--------------------------------------------------------------------------------

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


SUMMARY  OF  SIGNIFICANT  ACCOUNTING  PRINCIPLES  (CONTINUED)
-------------------------------------------------------------


I.  RECLASSIFICATION
--------------------


CERTAIN  2001  AMOUNTS  HAVE  BEEN  RECLASSIFIED  TO  CONFORM  WITH  2002
CLASSIFICATIONS.

NOTE  B  -  FURNITURE  AND  EQUIPMENT
-------------------------------------


PROPERTY  AND  EQUIPMENT  AT  SEPT.  30,  2002  CONSISTED  OF:

                                             2002
----------------------------------------------------------
FURNITURE  AND  EQUIPMENT                  $295,434
SOFTWARE  LICENSE                           25,000
LESS:  ACCUMULATED  DEPRECIATION           (129,905)
                                           ---------
FURNITURE  AND  EQUIPMENT,  NET            $190,526
                                          ==========

DEPRECIATION  EXPENSE  FOR  THE  NINE  MONTHS  ENDED SEPT. 30, 2002 WAS $29,245.

NOTE  C  -  ACCRUED  EXPENSES
-----------------------------

ACCRUED  EXPENSES  AT  SEPT.  30,  2002  CONSISTED  OF THE FOLLOWING CATEGORIES:

                                          SEPT.  30
                                             2002
----------------------------------------------------
ACCRUED  CONSULTING  EXPENSE                $31,010
ACCRUED  OFFICE  EXPENSE                     97,974
ACCRUED  PROFESSIONAL  FEES  EXPENSE        197,003
ACCRUED  WEBSITE/INTERNET  EXPENSE           86,458
ACCRUED  OTHER  EXPENSES                     17,440
                                          ---------
TOTAL  ACCRUED  EXPENSE                  $  429,885
                                        ===========

NOTE  D  -  RELATED  PARTY  TRANSACTIONS
----------------------------------------

A  SHAREHOLDER  AND  CLOSE  FRIEND  OF  THE PRESIDENT HAS ADVANCED MONEY WITHOUT
INTEREST  TO THE COMPANY DURING THE NINE MONTHS UNDER REVIEW TO BE USED IN DAILY
OPERATIONS.  ADDITIONALLY,  1,000,000 SHARES WERE ISSUED TO THE RELATED PARTY IN
CONSIDERATION  OF  FORGIVENESS  OF  ADVANCES.  THE  SHARES  WHICH  WERE  ISSUED
DURING  THE  QUARTER
ENDED  MARCH 31, 2002 WERE VALUED AT $0.03  PER  SHARE  FOR  A TOTAL  AMOUNT  OF
$30,000,  AND
REPRESENTS  THE  VALUE  OF  THE  DEBT THAT WAS FORGIVEN.  THE TOTAL LIABILITY TO
THE  RELATED  PARTY INCREASED BY $130,443 DURING THE NINE MONTHS ENDED SEPT. 30,
2002.

                                       10
<PAGE>

XRAYMEDIA.COM,  INC.
(A  COMPANY  IN  THE  DEVELOPMENT  STATE)
NOTES  TO  THE  FINANCIAL  STATEMENTS  (UNAUDITED)
NINE  MONTHS  ENDED  SEPT.  30,  2002  AND  2001
--------------------------------------------------------------------------------

NOTE  E  -  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.  DURING THE
NINE  MONTHS ENDED SEPT. 30, 2002 AND 2001,  5,750,000 AND 2,450,000 SHARES WERE
ISSUED  OF  COMMON  STOCK  UNDER  THE  STOCK  PERFORMANCE  PLAN,  RESPECTIVELY.
COMPENSATION  EXPENSE  IN THE AMOUNT OF $172,500 IN 2002 AND $82,500 IN 2001 WAS
RECORDED  IN  THE  STATEMENT  OF  OPERATIONS  AND  ACCUMULATED  DEFICIT  FOR THE
ISSUANCE.

NOTE  F  -  COMMON  STOCK
-------------------------

IN 1999 THE COMPANY EXECUTED A 1000 FOR 1 REVERSE STOCK SPLIT.  THIS STOCK SPLIT
HAS  BEEN REFLECTED RETROACTIVELY IN THE FINANCIAL STATEMENTS AND NOTES THERETO.

IN  FEBRUARY  2000  THE  COMPANY  ISSUED  20,000,000  RESTRICTED  SHARES  TO ITS
PRESIDENT  AND  DIRECTOR,  RAYMOND  DABNEY IN EXCHANGE FOR THE EXTENDED BUSINESS
MODEL.  THE  VALUE  ASSIGNED TO THE EXTENDED BUSINESS MODEL HAS BEEN RECORDED AT
$0.00  BASED  ON AIN-APB 16, #39 REQUIRING THE VALUATION BE RECORDED AS SUCH FOR
TRANSACTIONS  BETWEEN  ENTITIES  UNDER  COMMON  CONTROL.

DURING  THE NINE MONTHS ENDED SEPT. 30, 2002 STOCK WAS ISSUED TO PARTIES TO WHOM
THE
COMPANY  OWED  MONEY  FOR  DEBT  AND  SERVICES.  THE  STOCK  WAS  ISSUED  FOR  A
VALUE
OF  $0.03  PER SHARE FOR A TOTAL RELIEF OF DEBT OF $90,000.  THE SPECIFIC SHARES
WERE  ISSUED  IN  THE  FIRST  QUARTER.

DURING  THE  NINE  MONTHS ENDED SEPT. 30, 2002 STOCK WAS ISSUED TO ITS PRESIDENT
AND
DIRECTOR, RAYMOND DABNEY IN RECOGNITION OF SERVICES PERFORMED.  THE TOTAL NUMBER
OF  SHARES  ISSUED  WAS  7,500,000,  VALUED  AT  $0.03  PER  SHARE.
COMPENSATION  EXPENSE IN THE AMOUNT OF $225,000 WAS RECORDED IN THE STATEMENT OF
OPERATIONS  AND ACCUMULATED DEFICIT FOR THE ISSUANCE.  ALL SHARES WERE ISSUED IN
THE  FIRST  QUARTER.


NOTE  G  -  NET  OPERATING  LOSS  CARRY  FORWARD
------------------------------------------------


THE  COMPANY'S  NET  OPERATING  LOSS  FOR  THE  YEAR  ENDED DECEMBER 31, 2001 OF
$1,571,200  MAY  BE  UTILIZED  THROUGH  THE  YEAR  ENDED DECEMBER 31, 2021.  THE
COMPANY'S  NET OPERATING LOSS FOR THE YEAR ENDED DECEMBER 31, 2000 OF $1,671,139
MAY  BE  UTILIZED  THROUGH  THE YEAR ENDED DECEMBER 31, 2020.  THE COMPANY'S NET
OPERATING  LOSS FOR THE YEAR ENDED DECEMBER 31, 1999 OF $205,851 MAY BE UTILIZED
THROUGH THE YEAR ENDED DECEMBER 31, 2019.  THE NET OPERATING LOSS CREATED DURING
THE  YEARS  ENDED  DECEMBER  31, 1994 THROUGH 1998 OF $1,541,236 MAY BE UTILIZED
THROUGH  THE  YEARS  ENDED 2014 AND 2018, RESPECTIVELY.  SFAS NO. 109 REQUIRES A
VALUATION

                                       11
<PAGE>

XRAYMEDIA.COM,  INC.
(A  COMPANY  IN  THE  DEVELOPMENT  STATE)
NOTES  TO  THE  FINANCIAL  STATEMENTS  (UNAUDITED)
NINE  MONTHS  ENDED  SEPT  30,  2002  AND  2001
--------------------------------------------------------------------------------


NOTE  G  -  NET  OPERATING  LOSS  CARRY  FORWARD  (CONTINUED)
-------------------------------------------------------------

ALLOWANCE TO BE RECORDED WHEN IT IS MORE LIKELY THAN NOT THAT SOME OR ALL OF THE
DEFERRED  TAX  ASSETS  WILL  NOT  BE  REALIZED.  AT  SEPT.  30, 2002 A VALUATION
ALLOWANCE FOR THE FULL AMOUNT OF THE NET DEFERRED TAX ASSET WAS RECORDED BECAUSE
OF  UNCERTAINTIES  AS TO THE AMOUNT OF TAXABLE INCOME THAT WOULD BE GENERATED IN
FUTURE  YEARS.  THE  VALUATION ALLOWANCE INCREASED BY APPROXIMATELY $400,000 FOR
THE NINE MONTHS ENDED SEPT. 30, 2002, USING AN ANTICIPATED INCOME TAX RATE OF 40
PERCENT.

NOTE  H  -OTHER  INCOME
-----------------------

A  MINOR  AMOUNT  OF INCOME WAS EARNED FROM SALES NEAR THE END OF THE NINE MONTH
PERIOD  UNDER  REVIEW.  THE  MAJORITY OF OTHER INCOME OCCURRED IN THE YEAR ENDED
DECEMBER  31,  1999  &  AROSE FROM THE FORGIVENESS OF CERTAIN INDEBTEDNESS TO AN
UNRELATED  STOCKHOLDER.

NOTE  I  -  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  INCREASE MARKET SHARE, 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  J  -  CORRECTION  OF  ERROR
---------------------------------

DURING  THE  FISCAL  YEAR  ENDED  DECEMBER  31, 2000, THE COMPANY FULLY EXPENSED
CERTAIN  COMPUTER  EXPENDITURES AS WEBSITE/INTERNET DEVELOPMENTAL COSTS.  DURING
THE  YEAR  2001  IT  WAS  DISCOVERED  THAT THE EQUIPMENT WAS BEING USED IN DAILY
OPERATIONS  AND  A  RETROACTIVE ADJUSTMENT WAS MADE TO ACCUMULATED DEPRECIATION,
ACCUMULATED DEFICIT AND FIXED ASSETS.  THE ADJUSTMENTS INCREASED FIXED ASSETS BY
$217,000,  ACCUMULATED  DEPRECIATION  INCREASED  BY  $14,230 AND THE ACCUMULATED
DEFICIT  WAS  ADJUSTED  BY  THE  NET  EFFECT  OF  THOSE  TWO  CHANGES.  THE
'RESTATED'
DEPRECIATION  EXPENSE  FOR  THE NINE MONTHS ENDED SEPT. 30,2001 WAS INCREASED BY
$14,230  AS  A  RESULT  OF  THIS  CHANGE.

NOTE  K  -  SUBSEQUENT  EVENTS
------------------------------

ON  JULY  17,  2002 THE COMPANY ANNOUNCED THAT IT LAUNCHED A WORLDWIDE FINANCIAL
SERVICES  DIVISION  SPECIALIZING  IN  MEDIA/ADVERTISING BUYERS CREDIT FACILITIES
THAT  IT  HAS  SECURED  WORLDWIDE FUNDING SOURCES FOR MEDIA/ADVERTISING INDUSTRY
BUYERS.  IN  A  PRIVATE  LABELED  AND COOPERATIVE WITH ITS FINANCIAL ASSOCIATES,
THE  COMPANY  WILL  UNDERTAKE  UNPRECEDENTED  FINANCING  ALTERNATIVES  FOR  THE
MEDIA/ADVERTISING INDUSTRY AS A WHOLE, INCLUDING ALL ADVERTISING AGENCIES, MEDIA
REP  FIRMS,  MEDIA  BUYING FIRMS, TV NETWORKS, RADIO STATIONS, PRINT MEDIUMS AND
ONLINE  ENTITIES  WHO WISH TO PROVIDE FINANCING OPPORTUNITIES FOR THEIR CLIENTS'
ADVERTISING  PURCHASES.


On  October  9,  2002  THE  COMPANY  ANNOUNCED THAT IT LAUNCHED the "XR2 System"
it  will  offer  sales/marketing-oriented  individuals  regardless  of  their
experience
the  opportunity to receive commissions and bonuses, while using the "Live Media
Marketplace".
The  company  is  creating  jobs & Agency Branches offering licensed Independent
Media  Managers
and  Independent Media Traders full time or part-time opportunities in the media
industry.
The  goal  is  to  bring  on 10 or more IMM's or IMT's in each major city across
North  America.
Providing  licensees,  with  full  training  and  course manuals, presentations,
sales  techniques,  brochures,  lead  generation,  on  going  customer support &
training.



   ITEM  2.           MANAGEMENT'S  DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

GENERAL

AS  USED HEREIN THE TERMS "XRAY" AND "XRAYMEDIA " REFERS TO XRAYMEDIA.COM, INC.,
A  MINNESOTA  CORPORATION, ITS SUBSIDIARIES AND PREDECESSORS, UNLESS THE CONTEXT
INDICATES  OTHERWISE.  ON  SEPT28,  2000  THE NAME WAS CHANGED FROM E-BIDD.COM,
INC.,  TO  XRAYMEDIA.COM INC. TO AVOID A POTENTIAL CONFLICT WITH ANOTHER TOTALLY
SEPARATE  AND  UNRELATED  COMPANY  BY  A  SIMILAR  NAME, WWW.EBID.COM, THAT ALSO
OPERATED  AS  AN  INTERNET  AUCTION  SITE.

XRAYMEDIA'S  PRINCIPAL  BUSINESS,  AT  PRESENT,  IS  A  RECENTLY  LAUNCHED
GENERAL  MEDIA  INTERNET  SUPERPORTAL WHICH  IS ALREADY UNDER  REDEVELOPMENT AND
EXPANSION. THE WEBSITE, WWW.XRAYMEDIA.COM, WHEN COMPLETED, WILL BE COMPRISED OF
A MAIN GENERAL  MEDIA SUPERPORTAL THAT WILL BRANCH OUT INTO THREE MEDIA SPECIFIC
PORTALS: CORPORATE  CULTURE;  MEDIA COMMERCE; AND COMMUNITY RESOURCES. XRAYMEDIA
INTENDS TO  SELL  CONVENTIONAL  MEDIA ADVERTISING SPACE, ONLINE ADVERTISING, AND
ADVERTISING AND  PUBLIC  RELATIONS  SERVICES  VIA  ITS  INTERNET  WEBSITE.

On  May  29,  2001  Xraymedia.com  inc., announced it has acquired a dynamically
Interactive  streaming - auction/inventory  implementing  software  system  from
Trans4u Ltd, a UK corporation,  the methodology of which  is  described  in  the
"general comments" portion of this  10qsb.  Item  2  flows  directly  from  this
acquisition. The transaction allows for XRAYMEDIA to  retain  ownership  of  the
revised software  With  all  the necessary advertising/media industry categories
and database  structures required for the smooth operation of its media auction.
Under the terms of the agreement XRAYMEDIA is not to sell, license or distribute
the  software to any third parties for business use  at  anytime.  The deal also
calls  for the TS4Ut system not to compete  in  the  advertising/media  industry
worldwide.  In turn, XRAYMEDIA can only use the technology for the  advertising/
media  industry   worldwide.  XRAYMEDIA,  or  some  future  subsidiary,  is  not
precluded from acquiring  rights to other application(s) if such  is  warranted.

XRAYMEDIA  has it's  general  Media  Superportal   geared towards the
business  of selling  conventional media advertising space, online  advertising,
advertising agency services and public relations services.  Clients are able
to access an increasing host of  services  via the  supersite,  including  the
purchase  of  radio  and  television  advertising time in  the top 10 major U.S.
markets,  creative  advertising  services  and  public  relations  services that
cater  to financial, technology and real estate clients.  Subsequent phases will
be  intended  to  usher  in  the  ability  to  buy  media  online  in  a  larger
section  of  markets,  online  banner  advertising,  added  interactivity
functions,  and  a  range  of  other  content  and  media  related  services for
registered  users.  Accordingly,  XRAYMEDIA  intends  on  hosting  real-time
internet-based auctions that provide media  buyers  and  sellers with  an online
exchange  of  advertising  space  at  market  driven  prices.

Because  we  are  continuing the development of our website, and it's  potential
markets, we have yet to produce a steady revenue stream. XRAYMEDIA launched it's
general media Internet Superportal during 2000. This included  an  auction  test
site which could not be operated to our satisfaction.  Efforts, early in 2001 to
correct the problem were not  successful.  From  our  experimenting  with  other
systems, the TRANS4U  showed itself to meet our requirements  (speed,  accuracy,
privacy, amongst others)   after modifications to the original software program,
(version 1.0) this live  streaming media-marketplace was launched on  August 21,
2001.  At that time, media  sellers were able to offer advertising space and air
-time through  the  XRAYMEDIA   site, and buyers were able to bid for the  space
in  a  live,  open  marketplace  environment,  as well  as  through  one-on-one
negotiation sessions.  On October 29, 2001 version 2.0 of the upgraded  software
system was launched. It enables media buy and sell orders To take place in  high
volume, and has made our system one of considerable interest to  larger  sellers
(and buyers) of media time and space.

Since December 2001 until now the company has received  several  media  buy  and
Sell orders and inquiries from  its  registered  users,  the  company  has  also
Received  several  inquiries  for  media  partnership  opportunities  to  pursue
additional cash flow sources through its live media marketplace v2.0.  Based  on
these new media orders and the heightened interest  from  the  general  business
community the company anticipates closing a number of deals  through  using  its
system  within  the  final  quarter  of  2002,  spilling  over  into  2003.

CRITICAL  ACCOUNTING  POLICIES

Xraymedia's  financial  statements  and  accompanying  notes  are  prepared  in
Accordance  with  generally  accepted  accounting  principles  in  the   United
States.  Preparing financial statements requires management  to  make  estimates
And assumptions that affect the reported amounts of assets, liabilities, revenue
And expenses.  These estimates and assumptions  are  affected  by  management's
Application of accounting policies.  Critical accounting policies for  XRAYMEDIA
Include revenue recognition and accounting for research and development Costs.

CERTAIN  PRIOR  YEAR  AMOUNTS  HAVE BEEN RECLASSIFIED TO CONFORM TO CURRENT YEAR
CLASSIFICATIONS.

PLAN  OF  OPERATIONS;

XRAYMEDIA's  plan of operation for the remainder of the year 2002 and early 2003
consists of commencing  operations  of  its  Media Auction. XRAYMEDIA feels that
commenced operations  will  enable  it  to engage in  the  business  of  selling
conventional  media  advertising  space,  online  advertising,  together  with
advertising  and  public relations   services  via  its Internet site. XRAYMEDIA
will also continue to develop  strategic  relationships  to  help  it reach its
initial revenue goals.


RESULTS  OF  OPERATIONS;

SALES

THERE  WERE  MINOR REVENUES LATE IN THE THIRD QUARTER OF 2002, PREVIOUSLY DURING
2000 XRAYMEDIA GENERATED SOME  REVENUE  FROM  OPERATIONS  INCLUDING  TRADITIONAL
MEDIA SERVICE  SALES  DURING  2000.

LOSSES

NET  LOSSES  FOR  THE  NINE MONTHS ENDED SEPT. 30, 2002, INCREASED TO $1,018,152
FROM $884,000  FOR  THE NINE  MONTHS ENDED SEPT. 30,2001. THE INCREASE IN LOSSES
WAS PRIMARILY ATTRIBUTABLE  TO  HIGHER  OUTLAYS  IN  TWO  CATEGORIES:

A)     COMPENSATION  EXPENSE, A NEW COSTING CATEGORY INTRODUCED RETROACTIVELY IN
2001, TO  REFLECT  A  REPORTING  CHANGE  TO  SHARE  PRICING  AT  MARKET  VALUE.

     2002 -  $397,500.00     2001 -  $253,300.00

B.)  WEBSITE  INTERNET, CONSIDERABLE PROGRAM MODIFICATIONS WERE TAKEN ALONG WITH
CAPACITY  ENHANCEMENTS  DURING  THE  NINE  MONTH  PERIOD

     2002 -  $195,527.00     2001 -  $102,293.00


XRAYMEDIA  EXPECTS TO CONTINUE TO INCUR LOSSES AT LEAST THROUGH FISCAL YEAR 2002
AND  THERE  CAN  BE  NO  ASSURANCE  THAT  XRAYMEDIA  WILL  ACHIEVE  OR  MAINTAIN
PROFITABILITY OR THAT REVENUES WILL BE GENERATED OR THAT GROWTH CAN BE SUSTAINED
IN  THE  FUTURE.

                                       12
<PAGE>

Expenses

General  and  administrative  expenses for the nine months ended SEPT. 30, 2002,
increased as outlined in the previous section - (losses), were 1,018,152

Depreciation and amortization expenses for the nine months ended SEPT. 30, 2002,
And SEPT. 30,  2001, (restated)  were  $44,015  and  $42,690  respectively.

Liquidity  and  Capital  Resources

Cash flows  used by operations was $20,451 for the nine months ended  Sept.  30,
2002, and $28,104 for the nine months ended SEPT.  30,  2001.  The  decrease  in
negative cash flow for the nine months ended Sept. 30, 2002, was attributable to
the complete offsetting  of  expenses  by  short  term  borrowed  capital.

Cash  flows used in investing activities were $(9,442) for the nine months ended
Sept. 30, 2002, and $(3,022) for the nine months ended SEPT. 30, 2001,.The minor
increase in negative cash flow  for the nine months ended Sept. 30, 2002, is
primarily attributable to the increase in security deposits.

Cash flows generated from financing activities  was  $30,000 for the nine months
ended Sept.30, 2002, and $0 for the nine months ended SEPT.30, 2001. XRAYMEDIA's
financing  activities for the for the nine months ended Sept. 30, 2002 primarily
consisted  of  the issuance of the XRAYMEDIA's  common stock to retire a portion
of it's debt.

XRAYMEDIA  has  funded  its  cash  needs over the  periods  covered by this Form
10-QSB through the advances from outside parties .  XRAYMEDIA  anticipates  that
this is not  sufficient  working  capital  to  cover  its cash  needs  over  the
remaining quarter of 2002. XRAYMEDIA intends to cover its  cash  needs  over the
remainder of the year  in  part  through  outside  advances,  but  also  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 be  able  to  raise  additional  funds  from  the
sale  of its  securities.

On  January 18, 2000, XRAYMEDIA negotiated a private placement with two separate
investment  groups in the  amounts of  $500,000.00  and  $360,000.00  for netted
proceeds  of  $810,000.00  to be used as general  working  capital.  These total
gross proceeds  bought  4,200,000  units  at  a  price  of $.20  per  unit. Each
unit  consisted  of  one  share  ("Share")  of common stock of XRAYMEDIA and one
warrant  to purchase an  additional share of common stock at a price of $.30 for
a  period of one year from the date of issuance  ("First  Hold  Period")  and at
a  price  of $.50 for a period of one year from the end of the First Hold Period
("Second  Hold  Period").  A  portion  of  the shares were offered  to 22 non-US
residents  outside  the  United  States  in  reliance  upon  Regulation  S
promulgated  under  the  Securities  Act  of  1933  and  the  remainder  of  the
shares  offered  to  4  investors  in  the  United  States  in  reliance  upon
Regulation  D.

Capital  Expenditures

XRAYMEDIA  made significant  capital  expenditures  on property or equipment for
the  development of it's website, computers and servers over the periods covered
by  this  and  earlier  reports.  The  only  planned  capital  expenditure  is
ongoing website development and operating costs. XRAYMEDIA has budgeted (2003)
$150,000 for  this  expenditure.

As  of October 2002, XRAYMEDIA's website has passed its test stage and is deemed
To  be  operational.  XRAYMEDIA's  estimated  cash  requirements  are
approximately  $675,000  annually. The majority of our cash requirements will be
used  for  personnel  costs,  professional fees and further website development.

Income  Tax  Expense  (Benefit)

XRAYMEDIA  has  net  operating loss carry forwards of  approximately  $6,000,000
Which will  expire  between 2013 & 2022.


IMPACT  OF  INFLATION

XRAYMEDIA  BELIEVES  THAT  INFLATION  HAS HAD A NEGLIGIBLE  EFFECT ON OPERATIONS
OVER THE PAST THREE YEARS. XRAYMEDIA BELIEVES  THAT  IT  CAN OFFSET INFLATIONARY
INCREASES  IN  THE COST OF MATERIALS AND LABOR BY INCREASING SALES AND IMPROVING
OPERATING  EFFICIENCIES.

                                       13
<PAGE>

YEAR  2000  COMPLIANCE

AS  OF THE DATE OF FILING THIS FORM 10-QSB,  XRAYMEDIA HAS NOT  EXPERIENCED  ANY
Y2K  COMPUTER  PROBLEMS.


                           PART  II.  OTHER  INFORMATION


ITEM  1.  LEGAL  PROCEEDINGS.  NOT  APPLICABLE

ITEM  2.  CHANGES  IN  SECURITIES.  NOT  APPLICABLE.

ITEM  3.  DEFAULTS  UPON  SENIOR  SECURITIES.  NOT  APPLICABLE.

ITEM  4.  SUBMISSION  OF  MATTERS TO A VOTE OF SECURITY HOLDERS. NOT APPLICABLE.

ITEM  5.  OTHER  INFORMATION.  ON  OR ABOUT AUGUST 4, 1999, WE ISSUED 10,000,000
SHARES  OF  OUR COMMON STOCK TO LAURIER LIMITED TO ACQUIRE A LICENSE FOR CERTAIN
COMPUTER  SOFTWARE RELATED TO OUR AUCTION WEBSITE. BECAUSE WE NEVER RECEIVED THE
COMPUTER  SOFTWARE  FROM  LAURIER  LIMITED,  OUR  MANAGEMENT HAS CANCELLED THOSE
10,000,000  SHARES  OF  OUR  COMMON  STOCK.

ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K.

     (A)  EXHIBITS  REQUIRED  BY  ITEM  601  OF  REGULATION  S-B.

            EXH.   2  -  NOT  APPLICABLE
            EXH.   3  -  PREVIOUSLY  FILED  WITH  COMMISSION
            EXH.   4  -  PREVIOUSLY  FILED  WITH  COMMISSION
            EXH.  10  -  PREVIOUSLY  FILED  WITH  COMMISSION
            EXH.  11  -  INCLUDED  IN  FINANCIAL  STATEMENTS  FILED  IN  PART  I
            EXH.  15  -  NOT  APPLICABLE
            EXH.  18  -  NOT  APPLICABLE
            EXH.  19  -  NOT  APPLICABLE
            EXH.  22  -  NOT  APPLICABLE
            EXH.  23  -  NOT  APPLICABLE
            EXH.  24  -  NOT  APPLICABLE
            EXH.  27  -  FINANCIAL  DATA  SCHEDULE

     (B)  REPORTS  ON  FORM  8-K. NO REPORTS ON FORM 8-K WERE FILED BY US DURING
          THIS  QUARTER.

                                       14
<PAGE>

                                   SIGNATURES

PURSUANT  TO  THE  REQUIREMENTS  OF  THE  SECURITIES  EXCHANGE  ACT OF 1934, THE
REGISTRANT  HAS  CAUSED THIS REPORT ON FORM 10-QSB TO BE SIGNED ON ITS BEHALF BY
THE  UNDERSIGNED  THEREUNTO  DULY  AUTHORIZED.


                               XRAYMEDIA.COM,  INC.


                              DATED:  NOVEMBER  8,  2002
                            BY:  /S/  RAYMOND  C.  DABNEY
                               RAYMOND  C.  DABNEY,
                                PRESIDENT  AND  CEO

                                       19

CERTIFICATION


I,  Raymond  C.  Dabney,  certify  that:

1.     I  have  reviewed  this  quarterly report on Form 10-QSB of XRAYMEDIA.COM
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  12,  2002               Signature:  Raymond  C.  Dabney
                                                     President  &  CEO

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