XRAYMEDIA.COM  INC



                             FILING  TYPE:     10QSB
                             DESCRIPTION:     QUARTERLY  REPORT
                             FILING  DATE:     JULY  31,  2002
                             PERIOD  END:     JUNE  30,  2002
PRIMARY  EXCHANGE:     OVER  THE  COUNTER  INCLUDES  OTC  AND  OTCBB


                       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  JUNE  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 JUNE 30, 2002 WAS 83,530,778.

THE  NUMBER  OF  OUTSTANDING  SHARES  AT  THE DATE OF COMPLETION OF THIS REPORT,
(JULY  31,  2002),  WAS  83,530,778

                                        1
<PAGE>

                                TABLE  OF  CONTENTS

                                     PART  I

ITEM  1.  FINANCIAL  STATEMENTS                                             3

ITEM  2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION  14

                                     PART  II

ITEM  2.  CHANGES  IN  SECURITIES  AND  USE  OF  PROCEEDS.                  16

ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K                             16


SIGNATURES                                                                  16

INDEX  TO  EXHIBITS                                                         17

                                        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  JUNE 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  SHEETS  (UNAUDITED)
JUNE  30,  2002

<TABLE>
<CAPTION>
                ASSETS                                          JUNE  30
                                                                 2002
<S>                                                            <C>
CURRENT  ASSETS

CASH                                                           $     6,594
ACCOUNTS  RECEIVABLE                                                   943
PREPAID  EXPENSES                                                        0

TOTAL  CURRENT  ASSETS                                               7,537
FIXED  ASSETS
----------------------------------------------------------
FURNITURE  AND  EQUIPMENT  (NOTE  B)
COST                                                               292,449
ACCUMULATED  DEPRECIATION                                         (115,138)

NET                                                                177,311
SOFTWARE  LICENSE  (NOTE  B)                                        25,000

                                                                   202,311

OTHER  ASSETS
----------------------------------------------------------
SECURITY  DEPOSIT                                                   13,978

TOTAL  ASSETS                                                  $   223,826
                                                               ============
CURRENT  LIABILITIES
----------------------------------------------------------
ACCRUED  EXPENSES  (NOTE  C)                                   $   345,279
ACCRUED  WAGES  PAYABLE                                            127,850
ADVANCE  FROM  RELATED  PARTY  (NOTE  D)                           586,592
ADVANCES  -  OTHER                                                  26,762

TOTAL  CURRENT  LIABILITIES                                      1,086,483

TOTAL  LIABILITIES                                               1,086,483

STOCKHOLDERS'  EQUITY  (DEFICIT)(NOTE  F)
----------------------------------------------------------
COMMON  STOCK,  PAR  VALUE  $.001;  100,000,000
SHARES  AUTHORIZED;  ISSUED  AND  OUTSTANDING  83,530,778  AND
44,130,778  AT  JUNE  30,  2002  AND  2001,  RESPECTIVELY           83,531
ADDITIONAL  PAID  IN  CAPITAL                                    5,618,005
DEFICIT  AT  INCEPTION  DATE                                      (746,875)
ACCUMULATED  DEFICIT  DURING  THE  DEVELOPMENT  STAGE           (5,787,223)
COMMON  STOCK  NOTE  RECEIVABLE                                    (30,095)

TOTAL  STOCKHOLDERS'  EQUITY  (DEFICIT)                           (862,657)

TOTAL  LIABILITIES  AND
  STOCKHOLDERS'  EQUITY  (DEFICIT)                             $   223,826
                                                               ============
</TABLE>

                       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  SIX  MONTHS  ENDED  JUNE  30,  2002  UNAUDITED  AND
THE  PERIOD  MARCH  1,  1994  (INCEPTION  OF  THE  DEVELOPMENT  STAGE)
 TO  JUNE  30,  2002

<TABLE>
<CAPTION>
                                                                                                PERIOD FROM MARCH 1, 1994
                                                                                                  (INCEPTION  OF  THE
                                    THREE MONTHS ENDED JUNE 30,   SIX MONTHS ENDED JUNE 30,      DEVELOPMENT  STAGE)  TO
                                        2002           2001           2002          2001              JUNE  30,2002
                                         (AS  RESTATED)                 (AS RESTATED)                 (AS  RESTATED)
<S>                              <C>             <C>               <C>            <C>             <C>
REVENUE

SALES                                     966               -               966             -              45,951

COSTS  AND  EXPENSES
------------------------------
PERSONNEL  COSTS                    $  21,000       $  21,010         $  42,000    $   45,989          $  562,871
COMPENSATION  EXPENSE  -               90,000         182,000           397,500       260,750           1,766,500
OCCUPANCY  COSTS                       18,659          20,262            34,973        46,551             250,035
PROFESSIONAL  FEES                     10,946          52,264            42,000       104,246             891,425
COMPUTER  COSTS                             0               0                 0             0                   0
MARKETING                               3,468           5,039             5,594         8,498              85,104
TRAVEL                                  8,004           8,378            15,218        19,565             192,732
CONSULTING                             18,750          19,566            37,500        41,035             305,564
INTEREST  AND BANK CHARGES              2,314           4,144             3,246         7,177              24,719
OFFICE  SUPPLIES  &  ADMINISTRATION     6,835          12,204            20,284        24,742             184,040
COMMUNICATION                           6,119           5,711            12,188        11,582             116,416
INSURANCE                                   0          10,893                 0        21,297              77,089
MISCELLANEOUS                           3,599           1,040             3,804         3,711              25,890
TRANSFER  FEES                            425             994             2,725         1,791              16,470
DEPRECIATION  AND  AMORTIZATION.       14,595          14,230           29,245         28,460             134,349
BAD  DEBT  EXPENSE                          -               -                -              -               5,400
WEBSITE/INTERNET/COMPUTER  EXP.        61,110          21,832          145,543         65,054             454,555
INVESTOR  RELATIONS                     1,549          16,780            6,943         30,442              97,734

TOTAL  EXPENSES                       267,373         396,347          798,763        720,890           5,190,893

OTHER  INCOME  (LOSS)
DISSOLUTION  OF  CORP  REPORTS              -               -               -               -            (503,507)
OTHER                                       -               -               -               -            (138,774)


NET (LOSS)                           (266,407)  $  (  396,347)  $  (  797,797)   $ (  720,890)     $   (5,787,223)
ACCUMULATED  DEFICIT:  BEGINNING   (5,520,816)     (3,742,769)     (4,989,426)     (3,418,226)


ENDING                            $(5,787,223)  $  (4,139,116)  $  (5,787,223)  $   (4,139,116)    $   (5,787,223)
                                  ================================================================================

BASIC  AND  DILUTED
LOSS  PER  SHARE  (NOTE  A)       $    (0.003)  $       (0.01)  $       (0.01)  $        (0.02)
                                  =============================================================

WEIGHTED  AVERAGE  NUMBER  OF
  COMMON  SHARES  OUTSTANDING      83,530,778      36,605,778       81,478,778      37,089,111
                                  =============================================================
</TABLE>

                       SEE  NOTES  TO  FINANCIAL  STATEMENTS.

                                        5
<PAGE>

XRAYMEDIA.COM,  INC.
(A  COMPANY  IN  THE  DEVELOPMENT  STAGE)
STATEMENTS  OF  STOCKHOLDERS'  EQUITY
THE  PERIOD  MARCH  1,  1994  (INCEPTION  OF  THE  DEVELOPMENT  STAGE)
 TO  JUNE  30,  2002

<TABLE>
<CAPTION>
                                                                                                         EXISTING  DEFICIT
                                                                COMMON  STOCK            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  YEAR  ENDING  12/31/94

BALANCES

DECEMBER  31,  1994                                             921                 1        748,674        (746,875)
SHARES  ISSUED
NET  LOSS  FOR  YEAR  ENDING  12/31/95

BALANCES

DECEMBER  31,  1995                                             921                 1        748,674        (746,875)
SHARES  ISSUED                                                   90                 -         28,500
NET  LOSS  FOR  YEAR  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  YEAR  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  YEAR  ENDING  12/31/98

BALANCES

DECEMBER  31,  1998                                          30,778                31       2,273,155       (746,875)
SHARES  ISSUED
SHARES  ISSUED  FOR  CASH                                 6,590,000             6,590         207,010
NET  LOSS  FOR  YEAR  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            20,000         (20,000)
SHARES  ISSUED  IN  EXCHANGE  FOR  SERVICES                 210,000               210          71,790
SHARES  ISSUED  FOR  NOTE                                   150,000               150          29,850
SHARES  ISSUED  FOR  CASH                                 4,050,000             4,050         805,950
SHARES ISSUED UNDER STOCK PERFORMANCE PLAN                3,300,000             3,300         656,700
NET  LOSS  FOR  YEAR  ENDING  12/31/00

BALANCES

DECEMBER  31,  2000  (AS  RESTATED)                      34,330,778            34,331       4,024,455       (746,875)

SHARES  ISSUED
SHARES  ISSUED  FOR  SERVICES                             5,100,000             5,100         209,900
SHARES  ISSUED  FOR  DEBT                                 5,900,000             5,900         171,100
SHARES  ISSUED  UNDER  SECTION 144 - CONTROL POSITION    15,000,000            15,000         510,000
SHARES ISSUED UNDER STOCK PERFORMANCE PLAN                5,950,000             5,950         202,300
NET  LOSS  FOR  YEAR  ENDING  12/31/01

BALANCES

DECEMBER  31,  2001                                      66,280,778            66,281       5,117,755       (746,875)

SHARES  ISSUED  -  BY  QUARTER
SHARES  ISSUED  FOR  SERVICES                             3,000,000             3,000          87,000
SHARES  ISSUED  FOR  DEBT                                 1,000,000             1,000          29,000
SHARES  ISSUED  UNDER  SECTION  144 - CONTROL POSITION    7,500,000             7,500         217,500
SHARES ISSUED UNDER STOCK PERFORMANCE PLAN                2,750,000             2,750          79,750
NET  LOSS  FOR  THREE  MONTHS  ENDING  MARCH  31,  2002

BALANCES

MARCH  31,  2002                                         80,530,778            80,531       5,531,005       (746,875)

SHARES  ISSUED  -  BY  QUARTER
SHARES  ISSUED UNDER STOCK PERFORMANCE PLAN               3,000,000             3,000          87,000
NET  LOSS  FOR  THREE  MONTHS  ENDING  JUNE  30,  2002

BALANCES

JUNE  30,  2002                                          83,530,778         $  83,531  $    5,618,005   $   (746,875)
</TABLE>

                        SEE  NOTES  TO  FINANCIAL  STATEMENTS

                                        6
<PAGE>

XRAYMEDIA.COM,  INC.
(A  COMPANY  IN  THE  DEVELOPMENT  STAGE)
STATEMENTS  OF  STOCKHOLDERS'  EQUITY
THE  PERIOD  MARCH  1,  1994  (INCEPTION  OF  THE  DEVELOPMENT  STAGE)
 TO  JUNE  30,  2002                                                (CONTINUED)

<TABLE>
<CAPTION>
                                                                                               TOTAL
                                                           DEFICIT                         STOCKHOLDER'S
                                                        ACCUMULATED                           EQUITY
                                                        DURING  THE                           DEFICIT
                                                        DEVELOPMENT         NOTE
                                                          STAGE          RECEIVABLE
<S>                                                   <C>               <C>              <C>
BEGINNING  BALANCE
AT  INCEPTION  OF  DEVELOPMENT, MARCH 1, 1994           $          -       $          -     $          -
SHARES  ISSUED                                                 1,800
NET  LOSS  FOR  YEAR  ENDING  12/31/94                        (1,800)                             (1,800)

BALANCES

DECEMBER  31,  1994                                           (1,800)                 -                -
SHARES  ISSUED
NET  LOSS  FOR  YEAR  ENDING  12/31/95                             -

BALANCES

DECEMBER  31,  1995                                           (1,800)                 -                -
SHARES  ISSUED                                                                                    28,500
NET  LOSS  FOR  YEAR  ENDING  12/31/96                       (50,165)                            (50,165)

BALANCES
DECEMBER  31,  1996                                          (51,965)                 -          (21,665)
SHARES  ISSUED                                                                                   258,551
NET  LOSS  FOR  YEAR  ENDING  12/31/97                      (174,022)                           (174,022)

BALANCES
DECEMBER  31,  1997                                         (225,987)                 -           62,864
SHARES  ISSUED                                                                                 1,237,460
NET  LOSS  FOR  YEAR  ENDING  12/31/98                    (1,315,249)                         (1,315,249)

BALANCES
DECEMBER  31,  1998                                       (1,541,236)                 -          (14,925)
SHARES  ISSUED
SHARES  ISSUED  FOR  CASH                                                                        213,600
NET  LOSS  FOR  YEAR  ENDING  12/31/99                      (205,851)                           (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                                                       72,000
SHARES  ISSUED  FOR  NOTE                                                       (30,095)             (95)
SHARES  ISSUED  FOR  CASH                                                                        810,000
SHARES  ISSUED  UNDER  STOCK  PERFORMANCE  PLAN                                                  660,000
NET  LOSS  FOR  YEAR  ENDING  12/31/00                    (1,671,139)                         (1,671,139)

BALANCES
DECEMBER  31,  2000  (AS  RESTATED)                       (3,418,226)           (30,095)        (136,410)

SHARES  ISSUED
SHARES  ISSUED  FOR  SERVICES                                                                    215,000
SHARES  ISSUED  FOR  DEBT                                                                        177,000
SHARES  ISSUED  UNDER  SECTION  144  -  CONTROL  POSITION                                        525,000
SHARES  ISSUED  UNDER  STOCK  PERFORMANCE  PLAN                                                  208,250
NET  LOSS  FOR  YEAR  ENDING  12/31/01                    (1,571,200)                         (1,571,200)

BALANCES
DECEMBER  31,  2001                                       (4,989,426)           (30,095)        (582,360)



SHARES  ISSUED
SHARES  ISSUED  FOR  SERVICES                                                                     90,000
SHARES  ISSUED  FOR  DEBT                                                                         30,000
SHARES  ISSUED  UNDER  SECTION  144  -  CONTROL  POSITION                                        225,000
SHARES  ISSUED  UNDER  STOCK PERFORMANCE PLAN                                                     82,500
NET  LOSS  FOR  THREE  MONTHS  ENDING  MARCH  31,  2002     (531,390)                           (531,390)

BALANCES
MARCH  31,2002                                          $ (5,520,816)      $    (30,095)      $ (686,250)

SHARES  ISSUED
SHARES  ISSUED  UNDER  STOCK  PERFORMANCE  PLAN                                                   90,000
NET  LOSS  FOR  THREE  MONTHS  ENDING  JUNE  30,2002        (266,407)                           (266,407)

BALANCES
JUNE  30,2002                                           $ (5,787,223)      $    (30,095)      $ (862,657)
</TABLE>

                       SEE NOTES TO FINANCIAL STATEMENTS.

                                        7
<PAGE>

XRAYMEDIA.COM,  INC.
(A  COMPANY  IN  THE  DEVELOPMENT  STAGE)
STATEMENTS  OF  CASH  FLOWS  (UNAUDITED)
FOR  THE  SIX  MONTHS  ENDED  JUNE  30,  2002  AND  2001 PLUS
THE PERIOD MARCH 1, 1994 (INCEPTION OF THE DEVELOPMENT STAGE) TO JUNE 30,2002

<TABLE>
<CAPTION>
                                                                                       MARCH  1,  1994
                                                                                       (INCEPTION  OF
                                                    SIX MONTHS ENDED JUNE 30,     DEVELOPMENT  STAGE)  TO
                                                  2002                   2001         JUNE  30,  2002
                                                                    (AS RESTATED)      (AS  RESTATED)
<S>                                                 <C>             <C>            <C>
CASH  FLOWS  FROM  OPERATING  ACTIVITIES:
NET  LOSS                                              $  (797,797)    $   (720,890)   $     (5,787,223)
ADJUSTMENTS  TO  RECONCILE  NET  LOSS
 TO  NET  CASH  USED  BY  OPERATING  ACTIVITIES:
DEPRECIATION                                                29,245           28,460             134,349
SHARES  ISSUED  IN  EXCHANGE  FOR  SERVICES
CHARGED  TO  PROFESSIONAL  FEES                                  -                -              72,000
SHARES  ISSUED  FOR  STOCK  PERFORMANCE  PLAN              172,500           85,750           1,040,750
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:
PREPAIDS  EXPENSES                                           3,793                -                   0
ACCOUNTS  RECEIVABLE                                             -            4,500              (6,343)
INCREASE  (DECREASE)  IN  CURRENT  LIABILITIES:
ACCRUED  EXPENSES                                           58,545          109,631             345,279
ACCRUED  WAGES  PAYABLE                                     42,000           37,000             127,850
ADVANCES  FROM  RELATED  PARTIES                           130,443          162,198             586,592
OTHER  ADVANCES                                             26,762                0              26,762


NET  CASH  USED  FOR  OPERATING  ACTIVITIES                (19,509)         (83,351)         (1,903,944)


CASH  FLOWS  FROM  INVESTING  ACTIVITIES:
ACQUISITION  OF  FURNITURE  AND  EQUIPMENT                  (2,838)          (3,748)           (342,469)
ACQUISITION  OF  SOFTWARE                                        -                -             (25,000)
(INCREASE)  DECREASE  IN  SECURITY  DEPOSIT                 (3,594)          (  187)            (13,978)
(PURCHASE)  OF  GOODWILL                                         -                -            (464,831)


NET  CASH  (USED)  FOR  INVESTING  ACTIVITIES               (6,432)          (3,935)           (846,278)


CASH  FLOWS  FROM  FINANCING  ACTIVITIES:
ISSUANCE  (REPAYMENT)  OF  NOTES  PAYABLE                   30,000           55,000           1,733,311
SHARES  ISSUED  FOR  NOTE                                                                           (95)
SALE  OF  COMMON  STOCK                                          -                -           1,023,600

NET  CASH  PROVIDED  BY  FINANCING
 ACTIVITIES                                                 30,000           55,000           2,756,816


NET  INCREASE  (DECREASE)  IN  CASH                          4,059          (31,786)              6,594

CASH,  BEGINNING  OF  PERIOD                                 2,535           42,122


CASH,  END  OF  PERIOD                                 $     6,594    $      10,336        $      6,594
                                                       =================================================

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                0

                                                       $   517,500    $     351,250
                                                       =============================
</TABLE>

NO  SIGNIFICANT  AMOUNTS  OF  INTEREST  OR  TAXES
 WERE  PAID  DURING  THE  PERIODS  SHOWN  ABOVE.


                       SEE NOTES TO FINANCIAL STATEMENTS.

                                        8
<PAGE>

XRAYMEDIA.COM,  INC.
(A  COMPANY  IN  THE  DEVELOPMENT  STATE)
NOTES  TO  THE  FINANCIAL  STATEMENTS  (UNAUDITED)
FOR  THE  THREE  MONTHS  ENDED  JUNE  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 JUNE
30,  2002 AND 2001 AND FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001 HAVE BEEN
PREPARED  IN  ACCORDANCE  WITH  ACCOUNTING  PRINCIPLES GENERALLY ACCEPTED IN THE
UNITED  STATES FOR INTERIM FINANCIAL REPORTING. ACCORDINGLY, THEY DO NOT INCLUDE
ALL  OF  THE DISCLOSURES REQUIRED BY ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN
THE  UNITED  STATES  FOR  COMPLETE  FINANCIAL  STATEMENTS  AND SHOULD BE READ IN
CONJUNCTION WITH THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS AND NOTES THERETO
INCLUDED  IN  THE COMPANY'S FORM 10-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 30, 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.

                                        9
<PAGE>

XRAYMEDIA.COM,  INC.
(A  COMPANY  IN  THE  DEVELOPMENT  STATE)
NOTES  TO  THE  FINANCIAL  STATEMENTS
FOR  THE  SIX  MONTHS  ENDED  JUNE  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  SIX MONTHS OF 2002, ONLY THE MINIMUM STATE TAXES WERE
PAID.
NO  TAXES  ARE  PAYABLE  FOR  THE  SIX  MONTHS  ENDED JUNE 30, 2002. THE COMPANY
HAS  NET  OPERATING LOSSES OF APPROXIMATELY $5,800,000, 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.

                                       10
<PAGE>

XRAYMEDIA.COM,  INC.
(A  COMPANY  IN  THE  DEVELOPMENT  STATE)
NOTES  TO  THE  FINANCIAL  STATEMENTS  (UNAUDITED)
FOR  THE  SIX  MONTHS  ENDED  JUNE  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 JUNE 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  JUNE  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  $5,800,000.  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).

                                       11
<PAGE>

XRAYMEDIA.COM,  INC.
(A  COMPANY  IN  THE  DEVELOPMENT  STATE)
NOTES  TO  THE  FINANCIAL  STATEMENTS  (UNAUDITED)
SIX  MONTHS  ENDED  JUNE  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  JUNE  30,  2002  AND  2001  CONSISTED  OF:

                                           2002             2001

FURNITURE  AND  EQUIPMENT                  $292,449          $288,406
SOFTWARE  LICENSE                           25,000
LESS:  ACCUMULATED  DEPRECIATION           (115,138)          (56,926)


FURNITURE  AND  EQUIPMENT,  NET             $202,311          $231,480
                                           ===========================

DEPRECIATION  EXPENSE  FOR  THE  SIX  MONTHS  ENDED  JUNE  30, 2002 AND 2001 WAS
$29,245 AND  $28,460,  RESPECTIVELY.

NOTE  C  -  ACCRUED  EXPENSES


ACCRUED  EXPENSES  AT  JUNE  30,  2002  AND  2001  CONSISTED  OF  THE  FOLLOWING
CATEGORIES:
                                          JUNE  30           JUNE30
                                           2002              2001

ACCRUED  CONSULTING  EXPENSE                $ 29,206            $35,339
ACCRUED  OFFICE  EXPENSE                      81,342             38,240
ACCRUED  PROFESSIONAL  FEES  EXPENSE         161,659            150,341
ACCRUED  WEBSITE/INTERNET  EXPENSE            56,958             28,933
ACCRUED  OTHER  EXPENSES                      16,114             10,040

TOTAL  ACCRUED  EXPENSE                   $  345,279         $  262,893
                                          =============================

NOTE  D  -  RELATED  PARTY  TRANSACTIONS


A  SHAREHOLDER  AND  CLOSE  FRIEND  OF  THE PRESIDENT HAS ADVANCED MONEY WITHOUT
INTEREST  TO  THE COMPANY DURING THE SIX 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 SIX MONTHS ENDED ENDED JUNE
30,  2002.



XRAYMEDIA.COM,  INC.
(A  COMPANY  IN  THE  DEVELOPMENT  STATE)
NOTES  TO  THE  FINANCIAL  STATEMENTS  (UNAUDITED)
SIX  MONTHS  ENDED  JUNE  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
SIX  MONTHS  ENDED  JUNE 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 $85,750 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  SIX  MONTHS ENDED JUNE 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  SIX  MONTHS  ENDED  JUNE 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 SIX MONTHS ENDED JUNE 30, 2002 OF
$  797,797  MAY  BE  UTILIZED  THROUGH  THE  PERIOD  ENDED  JUNE  30,  2022.
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

                                       12
<PAGE>

XRAYMEDIA.COM,  INC.
(A  COMPANY  IN  THE  DEVELOPMENT  STATE)
NOTES  TO  THE  FINANCIAL  STATEMENTS  (UNAUDITED)
THREE  MONTHS  ENDED  MARCH  31,  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  JUNE  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 $320,000 FOR
THE  SIX  MONTHS ENDED JUNE 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 SIX 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  $21,700 AND THE ACCUMULATED
DEFICIT  WAS  ADJUSTED  BY  THE  NET  EFFECT  OF  THOSE  TWO  CHANGES.  THE
'RESTATED' DEPRECIATION  EXPENSE  FOR  THE  SIX  MONTHS ENDED JUNE  30,2001  WAS
INCREASED BY $21,700  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 OPEN 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  JULY  25, 2002 THE COMPANY ANNOUNCED THAT ITS NEWEST CLIENT HAS SIGNED FOR A
MAXIMUM $500,000.00 FULL AGENCY REPRESENTATION AGREEMENT. XRAYMEDIA HAS RECEIVED
INITIAL  DOCUMENTATION  TO  PROCEED WITH ARRANGING CREDIT FACILITIES THROUGH ITS
FINANCIAL  SERVICES  DIVISION.  UNDER  THE TERMS OF THE AGREEMENT XRAYMEDIA WILL
DESIGN  AND  LAUNCH  A  NEW  WEBSITE  FOR  ITS  CLIENT  FOLLOWED  UP WITH A FULL
ADVERTISING  CAMPAIGN,  INCLUDING  TELEVISION  COVERAGE,  RADIO  SPOTS,  PRINT
EXPOSURE, ONLINE ADVERTISING  AND  SPECIAL  EVENTS  IN A FEW MAJOR CITIES ACROSS
NORTH AMERICA.

                                       13
<PAGE>

   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  JUNE.  28,  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  GENERAL  MEDIA  INTERNET
SUPERPORTAL  WHICH  IS  ALREADY UNDER 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
SERVICES;  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
CQUISITION. 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  THIRD  QUARTER  OF  2002.

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.

THE  COMPANY  RECOGNIZES  REVENUE  WHEN  EARNED.

FOR  FINANCIAL  REPORTING  PURPOSES,  ALL  COSTS  OF  RESEARCH  AND  DEVELOPMENT
ACTIVITIES  ARE  EXPENSED  AS  INCURRED.


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  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,  AND   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 SECOND QUARTER OF 2002, PREVIOUSLY DURING
2000 XRAYMEDIA GENERATED  SOME REVENUE  FROM  OPERATIONS  INCLUDING  TRADITIONAL
MEDIA SERVICE  SALES  DURING  2000.

LOSSES

NET  LOSSES  FOR  THE SIX MONTHS ENDED JUNE 30, 2002, INCREASED TO $797,797 FROM
$720,890  FOR  THE  SIX  MONTHS  ENDED  JUNE 30,2001. THE INCREASE IN LOSSES WAS
PRIMARILY ATTRIBUTABLE  TO  INCREASED  COMPENSATION  EXPENSE,  A  NEW  COSTING
CATEGORY INTRODUCED RETROACTIVELY IN 2001,TO REFLECT A REPORTING CHANGE TO SHARE
PRICING AT  MARKET VALUE FOR SHARES ISSUED UNDER IT'S STOCK PERFORMANCE PLAN AND
UNDER SECTION 144-CONTROL  POSITION.  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.

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EXPENSES

GENERAL  AND  ADMINISTRATIVE  EXPENSES  FOR  THE  SIX  MONTHS  ENDED  JUNE  30,
2002, INCREASED  AS  OUTLINED  IN  THE  PREVIOUS  SECTION  -  (LOSSES), WERE
 $797,797.

DEPRECIATION  AND  AMORTIZATION  EXPENSES  FOR  THE  SIX MONTHS  ENDED  JUNE 30,
2002, AND  JUNE  30,  2001,  (RESTATED)  WERE  $29,245 AND $28,460 RESPECTIVELY.

LIQUIDITY  AND  CAPITAL  RESOURCES

CASH  FLOWS  USED  BY  OPERATIONS  WAS $19,509 FOR THE SIX MONTHS ENDED JUNE 30,
2002,  AND  $83,351  FOR  THE SIX MONTHS ENDED  JUNE 30, 2001. THE  DECREASE  IN
NEGATIVE CASH FLOW  FOR  THE  SIX MONTHS ENDED JUNE 30, 2002,  WAS  ATTRIBUTABLE
TO THE INCREASE IN NON-CASH  EXPENSES  AS  COMPARED  TO  THE  PRIOR  PERIOD.

CASH  FLOWS  USED  IN  INVESTING  ACTIVITIES WAS $6,432 FOR THE SIX MONTHS ENDED
JUNE  30,  2002,  AND  $3,935  FOR THE SIX MONTHS ENDED JUNE 30, 2001. THE MINOR
INCREASE  IN  NEGATIVE  CASH  FLOW  FOR  THE  SIX MONTHS ENDED JUNE 30, 2002, IS
PRIMARILY  ATTRIBUTABLE  TO  THE  INCREASE  IN  SECURITY  DEPOSITS.

CASH  FLOWS  GENERATED  FROM  FINANCING  ACTIVITIES  WAS  $30,000  FOR  THE  SIX
MONTHS ENDED  JUNE  30,  2002,  AND  $55,500  FOR  THE SIX MONTHS ENDED JUNE 30,
2001. XRAYMEDIA'S FINANCING  ACTIVITIES  FOR  THE  FOR THE SIX MONTHS ENDED JUNE
30, 2002 AND 2001 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 NEXT
TWO  QUARTERS.  XRAYMEDIA  INTENDS  TO  COVER ITS CASH NEEDS OVER THE  NEXT  SIX
MONTHS  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  4,050,000  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
$150,000 FOR  THIS  EXPENDITURE.

AS  OF  JULY  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  $5,800,000
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.

                                       15
<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.

                                       16
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                                   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:  JULY  31,  2002
                            BY:  /S/  RAYMOND  C.  DABNEY
                               RAYMOND  C.  DABNEY,
                                PRESIDENT  AND  CEO

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