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

                               Amendment No. 2 to
                               Quarterly Report on
                                  FORM 10-QSB/A

(Mark One)

    [X]  Quarterly report under Section 13 or 15(d) of the Securities Exchange
         Act of 1934 for the quarterly period ended June 30, 2000.

    [_]  Transition report under Section 13 or 15(d) of the Securities
         Exchange Act of 1934 for the transition period from ______ to ______.

                         Commission File Number: 0-27919


                              XRAYMEDIA.COM, INC.
       (Exact name of small business issuer as specified in its charter)



             Minnesota                                 52-2248689
  (State or other jurisdiction of                   (I.R.S. Employer
   Incorporation or organization)                Identification Number)



     555 West Hastings Street, Suite 800, Vancouver, B. C., Canada V6B4N5
              (Address of principal executive office) (Zip Code)


                                 (888) 777-0658
                         (Registrant's telephone number)


                               E-BIDD.COM, INC.
             (Former Name, former address and former fiscal year,
                         if changed since last report)

     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 June 30, 2000 was 33,030,778.


<PAGE>


                                     PART 1

ITEM 1.  FINANCIAL STATEMENTS



                                  XRAYMEDIA.COM
                           (FORMERLY E-BIDD.COM, INC.)
                      (A COMPANY IN THE DEVELOPMENT STAGE)

                              FINANCIAL STATEMENTS
                                   (unaudited)

                     SIX MONTHS ENDED JUNE 30, 2000 AND 1999

XRAYMEDIA.COM
(FORMERLY  E-BIDD.COM)
(A COMPANY IN THE DEVELOPMENT STAGE)
BALANCE SHEET
(unaudited)

<TABLE>
<CAPTION>
===================================================================================================

ASSETS                                                                          June 30
                                                                     ------------------------------
                                                                        2000               1999
                                                                     -----------        -----------
<S>                                                                  <C>                <C>
CURRENT ASSETS
         Cash                                                        $   179,942        $        --
         Subscriptions receivable                                         63,145
         Prepaids and deposits                                            35,280                 --
                                                                     -----------        -----------

             TOTAL CURRENT ASSETS                                        278,367                 --
                                                                     -----------        -----------

FIXED ASSETS
         Furniture and equipment
             Cost                                                         35,954                 --
             Accumulated amortization                                     (2,389)                --
                                                                     -----------        -----------
             Net                                                          33,565                 --
                                                                     -----------        -----------

         Website Equipment
             Cost                                                        119,350                 --
             Accumulated amortization                                     (3,978)                --
                                                                     -----------        -----------
                                                                         115,372                 --
                                                                     -----------        -----------

             TOTAL ASSETS                                            $   427,304        $        --
                                                                     ===========        ===========

CURRENT LIABILITIES
         Accounts payable and accrued expenses                       $    80,162        $    14,925

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

             TOTAL CURRENT LIABILITIES                                    80,162             14,925
                                                                     -----------        -----------

STOCKHOLDERS' EQUITY [DEFICIT](Note B)
         Common Stock, par value $.001; 100,000,000
         shares authorized; issued and outstanding
         33,030,778 and 30,788 at June 30, 2000 and 1999,
         respectively                                                     13,031                 31

         Additional paid in capital                                    3,387,755          2,273,155
         Deficit at inception date                                      (746,875)          (746,875)
         Accumulated deficit during the development stage             (2,306,769)        (1,541,236)
                                                                     -----------        -----------

             TOTAL STOCKHOLDERS' EQUITY [DEFICIT]                        347,142            (14,925)
                                                                     -----------        -----------

             TOTAL LIABILITIES AND
               STOCKHOLDERS' EQUITY                                  $   427,304        $        --
                                                                     ===========        ===========
</TABLE>


                       See Notes to Financial Statements

                                       1

<PAGE>


XRAYMEDIA.COM
(FORMERLY  E-BIDD.COM)
(A COMPANY IN THE DEVELOPMENT STAGE)
STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
Three and Six months ended June 30, 2000 and 1999
 the period March 1, 1994 (inception of the development stage), to June 30, 2000
(unaudited)

<TABLE>
<CAPTION>
==============================================================================================================================
                                                                                                     Period from March 1, 1994
                                              Three Months           Six Months Ended June 30           (inception of the
                                             Ended June 30       -------------------------------        development stage)
                                                 2000               2000                1999          through June 30, 2000
                                             -------------       -----------         -----------     -------------------------
<S>                                          <C>                 <C>                 <C>                 <C>
COSTS AND EXPENSES
      Personnel Costs                        $        --         $        --         $        --         $   369,172
      Occupancy costs                             18,276              26,367                  --             106,218
      Professional fees                          104,030             212,702                  --             504,880
      Computer costs                              22,100              34,520                  --              58,734
      Marketing                                   14,420              33,756                  --              43,007
      Travel                                      30,537              54,320                  --             100,872
      Consulting                                  27,500              78,542                  --             151,102
      Interest and bank charges                      171                 890                  --               5,605
      Office supplies                             23,526              56,160                  --              63,281
      Communication                                1,958               3,073                  --              67,201
      Insurance                                    7,320              22,179                  --              43,937
      Miscellaneous                                3,248               3,248                  --              12,847
      Transfer fees                                1,632               1,632                  --               9,382
      Depreciation and amortization                5,895               6,367                  --              25,578
      Bad  debt expense                                                   --                  --               5,400
      Website/Internet expenses                   31,317              38,904                  --             110,250
      Investor relations                          19,979              20,072                                  20,072
                                             -----------         -----------         -----------         -----------
           TOTAL EXPENSES                        311,909             592,732                  --           1,697,538
                                             -----------         -----------         -----------         -----------

OTHER INCOME[LOSS]
      Revenue                                     33,050              33,050                                  33,050
      Dissolution of CorpReports                      --                  --                  --            (503,507)
      Other                                           --                  --                  --            (138,774)
                                             -----------         -----------         -----------         -----------
                                                  33,050              33,050                  --            (609,231)

NET EARNINGS [LOSS]                             (278,859)           (559,682)                 --          (2,306,769)

ACCUMULATED DEFICIT:
      Beginning                               (2,023,910)         (1,747,087)         (2,288,111)           (746,875)
                                             -----------         -----------         -----------         -----------

      Ending                                 $(2,302,769)        $(2,306,769)        $(2,288,111)        $(3,053,644)
                                             ===========         ===========         ===========         ===========


BASIC LOSS PER SHARE (Note A)                $     (0.02)        $     (0.04)        $        --
                                             ===========         ===========         ===========
</TABLE>


                        See Notes to Financial Statements

                                       2

<PAGE>


XRAYMEDIA.COM
(FORMERLY  E-BIDD.COM)
(A COMPANY IN THE DEVELOPMENT STAGE)
STATEMENTS OF STOCKHOLDERS' EQUITY
Period from March 1, 1994 (inception of development stage), to June 30, 2000
(unaudited)

<TABLE>
<CAPTION>
=============================================================================================================================

                                                                           Common Stock                      Existing deficit
                                                                   --------------------------   Additional     at inception
                                                                    Number of                     Paid-in     of development
                                                                     Shares         Amount        Capital         stage
                                                                   -----------    -----------   -----------   ---------------
<S>                                                                 <C>           <C>           <C>           <C>
BEGINNING BALANCE
      at inception of development, March 1, 1994                           201    $        --   $   746,875   $  (746,875)
      Shares issued                                                        720              1         1,799
      Net loss for period ending 12/31/94

BALANCES
                                                                   -----------    -----------   -----------   -----------
      December 31, 1994                                                    921              1       748,674      (746,875)
      Shares issued
      Net loss for period ending 12/31/95

BALANCES
                                                                   -----------    -----------   -----------   -----------
      December 31, 1995                                                    921              1       748,674      (746,875)
      Shares issued                                                         90             --        28,500
      Net loss for period ending 12/31/96

BALANCES
                                                                   -----------    -----------   -----------   -----------
      December 31, 1996                                                  1,011              1       777,174      (746,875)
      Shares issued                                                     14,492             15       258,536
      Net loss for period ending 12/31/97

BALANCES
                                                                   -----------    -----------   -----------   -----------
      December 31, 1997                                                 15,503             16     1,035,710      (746,875)
      Shares issued                                                     15,275             15     1,237,445
      Net loss for period ending 12/31/98                                     )

BALANCES
                                                                   -----------    -----------   -----------   -----------
      December 31, 1998                                                 30,778             31     2,273,155      (746,875)
      Shares issued                                                         --             --            --
      Net loss for period ending 03/31/99

BALANCES
                                                                   -----------    -----------   -----------   -----------
      March 31, 1999                                                    30,778             31     2,273,155      (746,875)
      Shares issued
           Shares issued for cash                                    6,590,000          6,590       207,010
      Net loss for period ending 12/31/99

BALANCES
                                                                   -----------    -----------   -----------   -----------
      December 31, 1999                                              6,620,778          6,621     2,480,165      (746,875)
      Shares issued
           Shares issued in exchange for extended business model    20,000,000              0             0
           Shares issued in exchange for services                      210,000            210        71,790
           Shares issued for cash                                    4,200,000          4,200       835,800
           Shares issued under stock performance plan                2,000,000          2,000
      Net loss for period ending 06/30/00

BALANCES
                                                                   -----------    -----------   -----------   -----------
      June 30, 2000                                                 33,030,778    $    13,031   $ 3,387,755   $  (746,875)
                                                                   ===========    ===========   ===========   ===========

<CAPTION>

                                                                  Deficit accumulated         Total
                                                                   during development      Stockholder's
                                                                        stage                Equity
                                                                 --------------------     -------------
<S>                                                                 <C>                    <C>
BEGINNING BALANCE
      at inception of development, March 1, 1994                    $        --            $        --
      Shares issued
      Net loss for period ending 12/31/94                                (1,800)

BALANCES
                                                                    -----------            -----------
      December 31, 1994                                                  (1,800)                    --
      Shares issued
      Net loss for period ending 12/31/95

BALANCES
                                                                    -----------            -----------
      December 31, 1995                                                  (1,800)                    --
      Shares issued
      Net loss for period ending 12/31/96                               (50,165)

BALANCES
                                                                    -----------            -----------
      December 31, 1996                                                 (51,965)               (21,665)
      Shares issued
      Net loss for period ending 12/31/97                              (174,022)

BALANCES
                                                                    -----------            -----------
      December 31, 1997                                                (225,987)                62,864
      Shares issued
      Net loss for period ending 12/31/98                            (1,315,249)

BALANCES
                                                                    -----------            -----------
      December 31, 1998                                              (1,541,236)               (14,925)
      Shares issued
      Net loss for period ending 03/31/99                                    --

BALANCES
                                                                    -----------            -----------
      March 31, 1999                                                 (1,541,236)               (14,925)
      Shares issued
           Shares issued for cash
      Net loss for period ending 12/31/99                              (205,851)

BALANCES
                                                                    -----------            -----------
      December 31, 1999                                              (1,747,087)                (7,176)
      Shares issued
           Shares issued in exchange for extended business model
           Shares issued in exchange for services
           Shares issued for cash
           Shares issued under stock performance plan
      Net loss for period ending 06/30/00                              (559,682)

BALANCES
                                                                    -----------            -----------
      June 30, 2000                                                 $(2,306,769)           $   347,142
                                                                    ===========            ===========
</TABLE>


The Company also had other non-cash investing and financing activities:

<TABLE>
<CAPTION>
                                     6 Months Ended
                                        June 30          Years Ended December 31
                                       ---------    ----------------------------------
                                         2000         1999         1998         1997
                                       ---------    --------     --------     --------
<S>                                    <C>          <C>          <C>          <C>
Conversion of debt to
     common stock                      $     --     $     --     $     --     $343,549

Shares issued in exchange for
     extended business model           $     --     $     --     $     --     $     --

Shares issued in exchange for
     services                          $ 72,000     $     --     $     --     $     --
                                       --------     --------     --------     --------

                                       $ 72,000     $     --     $     --     $343,549
                                       --------     --------     --------     --------

</TABLE>


                        See Notes to Financial Statements

                                       3

<PAGE>


XRAYMEDIA.COM
(FORMERLY  E-BIDD.COM)
(A COMPANY IN THE DEVELOPMENT STAGE)
STATEMENTS OF CASH FLOWS
Three and Six months ended June 30, 2000 and  1999
 the period March 1, 1994 (inception of the development stage), to June 30, 2000
(unaudited)

<TABLE>
<CAPTION>
=============================================================================================================================
                                                                                                         Period from
                                                                                                    March 1, 1994, (Inception
                                                                     Six Months Ended June 30          of the development
                                                                 ------------------------------          stage) through
                                                                    2000               1999              June 30, 2000
                                                                 -----------        -----------   ---------------------------
<S>                                                              <C>                <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
        Net earnings [loss]                                      $  (559,682)       $        --        ($2,306,769)
        Adjustments to reconcile net earnings
         [loss] to net cash used by operating activities:
        Depreciation and amortization                                  6,367                 --             25,578
        Shares issued in exchange for extended business model
                 charged to Website/Internet expenses                     --                 --                 --
        Shares issued in exchange for services
                 charged to Professional fees                         72,000                 --             72,000
        Abandonment of furniture & equipment                              --                 --             30,809
        Write-off of goodwill                                             --                 --            464,831
CHANGES IN CURRENT ASSETS AND CURRENT
        ASSETS AND CURRENT LIABILITIES:
        [Increase] decrease in current assets:
                 Prepaids and deposits                               (35,280)                --            (35,280)
                 Accounts receivable                                 (63,145)                              (63,145)
        Increase [decrease] in current liabilities:
                 Accounts payable and accrued expenses                65,162                 --             70,162
                                                                 -----------        -----------        -----------

NET CASH  USED FOR OPERATING ACTIVITIES                             (514,578)                --         (1,741,814)
                                                                 -----------        -----------        -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
        Acquisition of furniture and equipment                       (35,954)                --            (85,974)
        Acquisition of website equipment                            (119,350)                             (119,350)
        [Purchase] of  goodwill                                           00                              (464,831)
                                                                 -----------        -----------        -----------

NET CASH [USED] FOR INVESTING ACTIVITIES                            (155,304)                --           (670,155)
                                                                 -----------        -----------        -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
                                                                          00                 --          1,749,911
        Sale of common stock                                         842,000                 --            842,000
                                                                 -----------        -----------        -----------

NET CASH PROVIDED  BY FINANCING
         ACTIVITIES                                                  842,000                 --          2,591,911
                                                                 -----------        -----------        -----------

NET INCREASE [DECREASE] IN CASH                                      172,118                 --            179,942

CASH, beginning of period                                              7,824                 --                 --
                                                                 -----------        -----------        -----------

CASH, end of period                                              $   179,942        $   179,942        $   179,942
                                                                 ===========        ===========        ===========

SUPPLEMENTAL DISCLOSURE:
Noncash investing and financing activities
        Shares issued in exchange for extended business model    $        --
                                                                 ===========
        Shares issued in exchange for services                   $    72,000
                                                                 ===========
</TABLE>

No significant amounts of interest or taxes were paid during the periods shown
above.


                        See Notes to Financial Statements
                                       4


<PAGE>


XRAYMEDIA.COM
(FORMERLY E-BIDD.COM, INC.)
(A COMPANY IN THE DEVELOPMENT STAGE)
NOTES TO FINANCIAL STATEMENTS
SIX MONTHS ENDED JUNE 30, 2000 AND 1999
(unaudited)
--------------------------------------------------------------------------------

NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

In April, 2000, the Company changed its name to XRAYMEDIA.COM.

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 $852,000. Management intends to use the offering proceeds for working
capital purposes. Management believes the offering will provide sufficient
working capital for the coming year.

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.


                                       5


<PAGE>


XRAYMEDIA.COM
(FORMERLY E-BIDD.COM, INC.)
(A COMPANY IN THE DEVELOPMENT STAGE)
NOTES TO FINANCIAL STATEMENTS
SIX MONTHS ENDED JUNE 30, 2000 AND 1999
(unaudited)
--------------------------------------------------------------------------------

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 each year (2000 - 14,337,445; 1999-30,778).

c.   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.

d.   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. Office furniture and equipment abandoned is written off at
the time of the abandonment.

e.   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.

f.   Income taxes

In 2000 and 1999 only the minimum state taxes were paid. The Company has net
operating loss carryforwards of approximately $2,100,000 which will expire in
2013 and 2014.


                                       6


<PAGE>


XRAYMEDIA.COM
(FORMERLY E-BIDD.COM, INC.)
(A COMPANY IN THE DEVELOPMENT STAGE)
NOTES TO FINANCIAL STATEMENTS
SIX MONTHS ENDED JUNE 30, 2000 AND 1999
(unaudited)
--------------------------------------------------------------------------------


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

Summary of Significant Accounting Principles (Continued)

g.   Functional Currency

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

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 carryforwards amounting to
approximately $2,100,000. 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.

NOTE B- 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 shares to its President and
Director, Ray Dabney in exchange for the Extended Business Model. The shares
have been recorded at $0.00.


During the period 2,000,000 shares were issued to key personnel under the stock
performance plan.


                                       7

<PAGE>


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

This quarterly report on Form 10-QSB contains forward-looking statements, which
are made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements involve risks
and uncertainties that could cause actual results to differ materially from the
forward-looking statements. You should not place undue reliance on forward-
looking statements. In some cases, you can identify forward-looking statements
by terminology such as "may", "will", "should", "expects", "plans",
"anticipates", "believes", "estimated", "predicts", "potential", or "continue"
or the negative of such terms or other comparable terminology. These statements
are only predictions and involve known and unknown risks, uncertainties, and
other factors that may cause XRAYMEDIA's actual results, levels of activity,
performance, or achievements to be materially different from any future results,
levels of activity, performance, or achievements expressed or implied by such
forward-looking statements. These factors include, among other things, those
discussed in this quarterly report on Form 10-QSB and in XRAYMEDIA's other
filings with the SEC. Although XRAYMEDIA believes that the expectations
reflected in the forward-looking statements are reasonable, forward-looking
statements are inherently uncertain, and XRAYMEDIA cannot guarantee future
results, levels of activity, performance, or achievements. XRAYMEDIA is under no
duty to update any of the forward-looking statements in this quarterly report on
Form 10-QSB to conform forward-looking statements to actual results. All
forward-looking statements should be considered in light of these risks and
uncertainties.

General

As used herein the terms "XRAYMEDIA" and "XRAYMEDIA.COM" refers to
XRAYMEDIA.COM, Inc., a Minnesota corporation, its subsidiaries and predecessors,
unless the context indicates otherwise. Management was aware that a potential
conflict existed between E-BIDD and another totally separate and unrelated
company by a similar name, www.Ebid.com that also operates as an Internet
auction site. E-BIDD resolved this potential conflict by effecting a name change
to XRAYMEDIA.COM, INC. as of June 28, 2000.

XRAYMEDIA's principal business, at present, is a general media Internet website
portal currently under development. The website, XRAYMEDIA.COM, when completed,
will be comprised of a main general media site portal that will branch out into
three media specific portals: Buy & Sell Services; Public Relations Services;
and Advertising Agency Services. XRAYMEDIA intends to sell conventional media
advertising space, online advertising, and advertising and public relations
services via its Internet site.

XRAYMEDIA intends the general media site to be geared towards the business of
selling conventional media advertising space, online advertising, advertising
agency services and public relations services. Clients will be able to access a
host of services via the site, including the purchase of radio and television
advertising time, 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
selection 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.


                                       8
<PAGE>

XRAYMEDIA has yet to produce a steady revenue stream. XRAYMEDIA launched its
general media Internet rollout site on April 24,2000. The launch of this website
constitutes Phase 1 of a multi-phased sequence that is intended to see the
unfolding of XRAYMEDIA's extended business model. The risk to shareholders is
that this website may not operate as anticipated and the software that these
websites feature may be perceived as having a limited life.


Plan of Operation

XRAYMEDIA's plan of operation for the remainder of the year 2000 consists of
assembling partners and technology that it anticipates will enable it to engage
in the business of selling conventional media advertising space, online
advertising, and advertising and public relations services via its Internet
site. Additionally, XRAYMEDIA launched its general media Internet site on April
24, 2000 and it intends to roll out the other phases of the site during the year
2000.

Results of Operations

Sales

XRAYMEDIA has generated minor revenues from operations including media service
sales during the month of June, the last portion of the periods covered by this
Form 10-QSB.

Losses

Net losses for the six months ended June 30, 2000, increased to $1,974,132 from
$ 0 for the six months ended June 30, 1999. The increase in losses was primarily
attributable to the purchase of website and computer equipment and services
related to website development.

XRAYMEDIA expects to continue to incur losses at least through fiscal year 2000
and there can be no assurance that XRAYMEDIA will achieve or maintain
profitability, generate revenue or sustain future growth.

Expenses

General and administrative expenses for the six months ended June 30, 2000,
increased to $2,007,187 from $0 for the six months ended June 30,1999. The
substantial increase in general and administrative expenses were the result of
website development.

Depreciation and amortization expenses for the six months ended June 30, 2000
and June 30, 1999 was $20,817 and $0, respectively.

Liquidity and Capital Resources

Cash flow used by operations was $514,578 for the six months ended June 30,
2000, and $ 0 for the six months ended June 30, 1999. The increase in negative
cash flow for the six months ended June 30, 2000 was primarily attributable to
website development.

Cash flow used for investing activities was $155,304 for the six months ended
June 30, 2000, and $ 0 for the six months ended June 30, 1999. The negative cash
flow for the six months ended June 30, 2000 is primarily attributable to the
acquisition of "website-developing equipment".

Cash flow generated from financing activities was $842,000 for the six months
ended June 30, 2000 and $ 0 for the six months ended June 30, 1999. XRAYMEDIA's
financing activities primarily consisted of proceeds from XRAYMEDIA's private
placements discussed below.

XRAYMEDIA has funded its cash needs over the periods covered by this Form 10-QSB
through the issuance of its equity securities for cash. In its audit report,
XRAYMEDIA's auditors qualified their opinion to express doubt about XRAYMEDIA's


                                       9
<PAGE>

ability to continue as a going concern. XRAYMEDIA will require substantial
additional capital infusions in the near future in order to accomplish its
business plan. There can be no guarantee that XRAYMEDIA will be able to secure
the capital necessary to carry out its business plan on acceptable terms, or at
all. As discussed in more detail below, XRAYMEDIA intends to raise funds
immediately after the filing of this quarterly report on Form 10-QSB through a
private placement of a units offering.

Capital Expenditures

XRAYMEDIA made significant capital expenditures for computer equipment and
servers for the development of XRAYMEDIA'S website during the period covered by
this report. The only planned capital expenditure is related computer equipment.
XRAYMEDIA is budgeting $200,000 for this expenditure.

As of June 2000, XRAYMEDIA's website has completed Phase 1, announced April
24,2000 and Phase 2 announced May 19,2000. XRAYMEDIA's estimated cash
requirements are approximately $700,000 annually. The majority of XRAYMEDIA's
cash requirements will be used for an office lease, personnel costs and
professional fees.

Income Tax Expense (Benefit)

XRAYMEDIA has net operating loss carry forwards of approximately $2,300,000,
which will expire in 2013 and 2014.


                                     PART II

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS


On January 18, 2000, XRAYMEDIA conducted a private placement comprised of
twenty-two non-U.S. residents and four U.S. residents, in the amounts of
$500,000 and $352,000 for total gross proceeds of $852,000 to be used as general
working capital. These total gross proceeds bought 4,260,000 units at a price of
$.20 per unit. Each unit consists 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.

On March 1, 2000, the Company's Board of Directors approved the issuance of
20,000,000 shares of the Company's common stock to Raymond Dabney in exchange
for the extended business model of e-bidd.com. The shares were issued pursuant
to Section 4(2) of the Securities Act of 1933 and valued at $0.00.

Upon filing this Form 10-QSB/A, XRAYMEDIA intends to commence a private
placement that is scheduled to close by September 30, 2000, unless extended for
an additional 60-days by XRAYMEDIA in its sole discretion. The offering is a
best efforts no minimum offering consisting of 2,000,000 units at $.50 per unit.
Each unit consists of one share of common stock of XRAYMEDIA and one warrant to
purchase an additional share of common stock at a price of $.75 for a period of
one year from the date of issuance ("First Hold Period") and at a price of $1.00
for a period of one year from the end of the First Hold Period. The common stock
offered will not be registered under the Securities Act of 1933 and may not be
offered or sold in the United States absent registration or an applicable
exemption from registration requirements. This disclosure is not an offer to
sell securities and is not a solicitation of an offer to buy securities. Sales
will be made only to accredited investors or to persons that are not U.S.
residents. No money or other consideration is being solicited or will be
accepted by way of this disclosure. The common stock offered has not been
registered with or approved by any state securities agency or the U.S.
Securities and Exchange Commission and will be offered and sold pursuant to
exemptions from registration. If all the units are sold, then the net proceeds
to XRAYMEDIA will be approximately $980,000. The proceeds will be used for
general working capital.

                                       10
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Amendment No. 2 to the Report on Form 10-QSB to
be signed on its behalf by the undersigned thereunto duly authorized.

                                             XRAYMEDIA.COM, INC.


DATED: January 31, 2001                By: /s/ Raymond C. Dabney
                                           ------------------------
                                               Raymond C. Dabney,
                                               President and CEO