**SECURITIES AND EXCHANGE COMMISSION**
 Washington, D.C. 20549
 
 FORM 10-QSB
 
  
    
 
  
 
 
 XRAYMEDIA.COM, INC.
 
    PERIOD END: JUNE 30, 2003
 
 
 Minnesota 41-0951123
 
  
 
 555 West Hastings Street, Suite 1560, Vancouver, B.C., Canada V6B4N6
 
   
 (888) 777-0658
 
  
 
 Check whether the issuer: (1) filed all reports required to be filed bySection 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 [ × ]       No [   ]
 
 
 The number of outstanding shares of the issuer's common stock, $0.001par value (the only class of voting stock), as of June 30, 2003 was 86,863,000.
 
 The number of outstanding shares at the date of completion of this report,(Aug 15, 2003), was 98,485,500 (see note "F"  Common Stock)
 
 
 The issuer is not using the Transitional Small Business Disclosure format.
 
 
 **Page - 1**
  
 TABLE OF CONTENTS
 
 PART I
 
 ITEM 1. FINANCIAL STATEMENTS
 
 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
 
 ITEM 3. CONTROL PROCEDURES
 
 PART II
 
 ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
 
 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
 
 
 SIGNATURES
 
 INDEX TO EXHIBITS
 
 
 
 
 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, 2003 and statements of operations, and statements of cash flows for the interim period up to the date of such balance sheet and the comparable period of the preceding year are attached hereto as Pages F-1 through F-9 and are incorporated herein by this reference.
 
 
 [THIS SPACE LEFT BLANK INTENTIONALLY]
 
 **Page - 2** 
 
 
 
 
 XRAYMEDIA.COM, INC.
    
  
 June 30, 2003ASSETSCURRENT ASSETSCash and Cash Equivalents

$
151,261Accounts receivable


0Prepaid expenses


0TOTAL CURRENT ASSETS


151,261FIXED ASSETSFurniture and equipment (Note B)Cost


289,611Accumulated depreciation


(172,853
)Net.


116,758Software License (Note B)Cost


25,000Accumulated amortization


(12,497
)Net


12,503TOTAL FIXED ASSETS


129,261OTHER ASSETS -Security deposit


5,798TOTAL ASSETS

$
286,320CURRENT LIABILITIESAccrued expenses (Note C)

$
788,158Accrued wages payable.


211,850Advance from related party (Note D).


704,998Advances  other


46,565TOTAL CURRENT LIABILITIES


1,751,571TOTAL LIABILITIES.


1,751,571STOCKHOLDERS' (DEFICIT) (Note F)Common Stock,Par value $.001; 100,000,000 shares authorized;At June 30, 2003Shares issued and outstanding,                                  86,863,000Shares subscribed and fully paid,                                7,265,000Total shares issued and subscribed,                          94,128,000


94,128Additional paid in capital


6,362,463Deficit at inception date


(746,875
)Accumulated deficit during the development stage


(7,144,872
)Common stock note receivable


(30,095
)TOTAL STOCKHOLDERS'(DEFICIT)


(1,465,251
)TOTAL LIABILITIES ANDSTOCKHOLDERS' (DEFICIT)

$
286,320
 
  
 
 **Page - 3** 
 
 XRAYMEDIA.COM, INC.
      
 
 March 1, 1994(inception ofThree Months Ended June 30,
Six Months Ended June 30,

development2002





2002


stage to2003


(as restated)


2003


(as restated)


June 30, 2003REVENUE

$
-

$
966

$
-

$
966

$
45,416COSTS AND EXPENSESPersonnel Costs


21,000


21,000


42,000


42,000


646,871Compensation expense


-


130,000


-


744,500


2,170,000Occupancy costs


21,006


18,659


38,477


34,973


326,097Professional fees.


29,358


10,946


47,358


42,000


1,064,702Computer costs


-


-


-


94,840


-Marketing.


13,162


2,568


25,022


4,694


134,224Travel


26,263


8,004


34,762


15,218


246,243Consulting


17,629


18,750


37,629


37,500


380,947Bank charges


539


128


824


430


7,940Office supplies & administration


20,972


6,835


36,507


20,284


249,995Communication


4,463


6,119


8,458


12,188


137,431Insurance


322


-


322


-


77,411Miscellaneous


936


3,599


2,609


3,804


26,777Transfer fees


1,372


425


1,422


2,725


17,706Depreciation & amortization


16,563


16,667


33,124


33,409


204,562Bad debt expense


-


-


-


-


6,343Research & Development


47,713


58,875


94,889


143,308


529,729Investor relations


40,628


1,149


45,141


6,543


144,736TOTAL OPERATING EXPENSES


261,926


303,724


448,544


1,143,576


6,466,554NET OPERATING COSTS


261,926


302,758


448,544


1,142,610


6,421,138OTHER INCOME (LOSS)Dissolution of Corp Reports


-


-


-


-


(503,507
)Other (Note H)


-


-


-


-


(138,774
)-


-


-


-


(642,281
)OTHER EXPENSESPenalties and Interest


-


3,535


6,312


3,822


29,121Other Interest


10,608


2,186


20,673


2,529


52,33210,608


5,721


26,985


6,351


81,453NET (LOSS)


( 272,534
)

( 297,037
)

( 475,529
)

(1,148,961
)Accumulated Deficit: Beginning


(6,872,338
)

(5,829,898
)

(6,669,343
)

(4,989,426
)Ending

$
(7,144,872
)
$
(6,126,935
)
$
(7,144,872
)
$
(6,138,387
)
$
(7,144,872
)BASIC AND DILUTEDLOSS PER SHARE (NOTE A).

$
( 0.03
)
$
( 0.004
)
$
( 0.05
)
$
( 0.015
)WEIGHTED AVERAGE NUMBER OFCOMMON SHARES OUTSTANDING.


90,863,000


83,130,778


86,996,889


8,107,871
   
 
 **Page - 4** 
 
 
 
 **XRAYMEDIA.COM, INC.**
      
  March 1, 1994Six months ended June 30,

(inception of2002


development stage)2003


(as restated)


to June 30, 2003CASH FLOWS FROM OPERATING ACTIVITIES:Net loss.

$
(475,529
)
$
(1,148,961
)
$
(7,144,872
)Adjustments to reconcile net lossto net cash used by operatingactivities:Depreciation


33,124


33,409


204,561Amortization.Shares issued in exchange for servicescharged to Professional fees


-


-


72,000Shares issued for stock performancePlan.


-


219,500


1,144,250Shares issued under section144-control position


-


525,000


1,050,000Shares issued for services


-


90,000


305,000Abandonment of furniture & equipment


-


-


30,809Bad debt expense.


-


-


6,343Write-off of goodwill


-


-


464,831CHANGES IN CURRENT ASSETS ANDCURRENTASSETS AND CURRENT LIABILITIES:(Increase) decrease in current assets:Prepaids expenses


-


3,793


-Accounts receivable


-


-


(6,343
)Increase (decrease) in current
liabilities:Accrued expenses.


148,044


58,545


629,811Accrued wages payable


42,000


42,000


211,850Advances from related parties


24,458


130,443


2,623,221Other advances.


20,000


26,762


20,000NET CASH USED FOR OPERATINGACTIVITIES


(207,903
)

(19,509
)

( 388,539
)CASH FLOWS FROM INVESTINGACTIVITIES:Acquisition of furniture and equipment


-


(2,838
)

(339,631
)Acquisition of software


-


-


( 25,000
)<Increase> decrease in securitydeposit


7,143


(3,594
)

( 5,798
)<Purchase> of goodwill


-


-


(464,831
)NET CASH (USED) FOR INVESTINGACTIVITIES.


7,143


(6,432
)

(835,260
)CASH FLOWS FROM FINANCINGACTIVITIES:Issuance <repayment> of notes payable


-


-


-Shares issued for note.


-


30,000


( 95
)Sale of common stock


351,555


-


1,375,155NET CASH PROVIDED BY FINANCINGACTIVITIES


351,555


30,000


1,375,060NET INCREASE <DECREASE> IN CASH


150,795


( 4,059
)

151,261CASH, beginning of period


466


2,535


-CASH, end of period

$
151,261

$
6,594

$
151,261SUPPLEMENTAL DISCLOSURE:Interest paid

$
20,673

$
2,529Noncash investing and financingactivitiesShares issued for cash-private placement

$
0

$
-Shares issued for debt


-


30,000Shares subscribed for cash.


-


90,000Shares issued for services


-


-Shares issued for stock performanceplan.


-


219,500Shares issued under section 144control position.


-


525,000$
0

$
864,500
    
 
  
 
 
 **Page - 5** 
 
 
 **XRAYMEDIA.COM, INC.**
    
 
  
 Basis of Presentation
 
  
 Accounting Policies
 
  
  
  
 
  
  
  
  
  
  
 
 **Page - 6** 
 
 
 **XRAYMEDIA.COM, INC.**
    
 
 
  
  
  
  
  
  
  
  
  
  
  
  
 
 
 **Page - 7** 
 
 
 **XRAYMEDIA.COM, INC.**
    
 
  
  
  
  
  
  
  
 
  
    
  
  
  
  
 
 
 
 
 **Page - 8** 
 
 **XRAYMEDIA.COM, INC.**
    
 
  
 
  
 
  
 
  
  
  
  
  
    
 
    Furniture and equipment

$
289,611Software License


25,000Less: Accumulated depreciation


(172,853
)Accumulated amortization


( 12,497
)Furniture and equipment, net

$
129,261
 
   
  
   
    Accrued Consulting expense

$
290,270Accrued Office expense


137,292Accrued Professional fees expense


141,446Accrued Website/Internet expense


149,721Accrued Other expenses


69,429Total Accrued Expense

$
788,158
   
  
 
  
  
 
 
 **Page - 9** 
 
 **XRAYMEDIA.COM, INC.**
    
 
  
  
  
  
  
  
  
   Issued to Dec 31, 2002
83,130,778Issued to June 30, 2003
3,732,222Subscribed by June 30, 2003
7,265,000**Subscribed after June 30, 2003
3,357,500**Stock performance shares
1,000,000**Stock issued at date of this report
98,485,500
   
  
  
  
    
  
  
 
 **Page - 10**
  
  
  
  
  
  
  
  
  
  
  
  
  
  
    2003

$
37,8002004


64,8002005


64,8002006


27,000Total

$
194,400
    **Page - 11**
  
  
  
  
   
 
 MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
 
  
  
  
      
  
  
  
  
  
  
  
  
   
 **Page - 12**
   
  
  
  
  
  
   
 **Page - 13**
      
  
 
 
 
 
  
  
 A    RESULTS OF OPERATIONS; 
  
  
  
  
     
  
  
     **Page - 14**
    
  
  
   
  
  
  
  
  
  
  
    **Page - 15**
  
  
  
  
  
  
  
 
 
 
 
 ITEM 3. CONTROL PROCEDURES
 
 Evaluation of Disclosure Controls and Procedures. The Companys Chief Executive Operating Officer/Chief Financial Officer, after evaluating the effectiveness of the Companys disclosure controls and procedures (as defined in Rules 13a-14(c) and 15d-14(c) under Securities Exchange Act of 1934, as amended (the "Exchange Act")), have concluded that, as of the Evaluation date, the Companys disclosure controls and procedures were effective to ensure the timely collection, evaluation and disclosure of information relating to the Company that would potentially be subject to disclosure under the Exchange Act and the rules and regulations promulgated therein. 
 Changes in Internal Controls. There were no significant changes in the Companys internal controls or in other factors that could significantly affect the internal controls subsequent to the Evaluation date. 
 
 **PART II. OTHER INFORMATION**
 
  
  
  
  
  
  
  
             
  
 
 **Page - 16**
  
 SIGNATURES
 
  
 
 **XRAYMEDIA.COM, INC.**
 
 
   By: /s/ Raymond C. Dabney
   
  
  
 /S/ RAYMOND DABNEY PRESIDENT AND DIRECTOR
  
    **Page - 17** 
 
 EXHIBIT 31
 
 **Page - 18**
 
 
 
 CERTIFICATION
  
 
  
  
  
  
    
  
  
  
  
  
  
 
 /S/ RAYMOND DABNEY PRESIDENT AND DIRECTOR
   
 **Page - 19**
    EXHIBIT 32
    **Page - 20**
    **CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,**
 **AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002**
 
 CERTIFICATION OF CHIEF OPERATING OFFICER
 
 In connection with the Annual Report of XrayMedia.com, Inc. , a Minnesota corporation (the "Company"), on 10-QSB for the June 30, 2003 as filed with the Securities and Exchange Commission (the "Report"), I, [officer], Chief Operating Officer of the Company, certify, pursuant to 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350), that to my knowledge:
 
 (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
 (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
 /S/ RAYMOND DABNEY PRESIDENT AND DIRECTOR
     **Page - 21**