XRAYMEDIA.COM INC



                             FILING  TYPE:     10QSB
                             DESCRIPTION:     QUARTERLY  REPORT
                             FILING  DATE:     MAY  23,  2002

                             PERIOD  END:     MAR  31,  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  March  31,  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 March 31, 2002 was 80,530,778.

The number of outstanding shares at the date of completion of this report,
(May 15,2002), was 83,530,778

                                        1
<PAGE>

                                TABLE OF CONTENTS

                                     PART I

ITEM  1.  FINANCIAL  STATEMENTS

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

                                     PART II

ITEM  2.  CHANGES  IN  SECURITIES  AND  USE  OF  PROCEEDS.

ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K


SIGNATURES

INDEX  TO  EXHIBITS

                                        2
<PAGE>

                                     PART 1

                          ITEM 1. FINANCIAL STATEMENTS


As  used  herein,  the  term  "Company"  refers  to  XRAYMEDIA.COM,  Inc.,  a
Minnesota corporation,  and its subsidiaries and predecessors  unless  otherwise
indicated.  Consolidated,  unaudited,  condensed  interim  financial  statements
including a balance  sheet for  the  Company  as  of  the  quarter  ended  March
31,  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
MARCH 31, 2002 AND 2001

<TABLE>
<CAPTION>
                ASSETS                                                MARCH 31
                                                                 2002          2001
                                                                          (as restated)
----------------------------------------------------------------------------------------
CURRENT ASSETS

<S>                                                         <C>           <C>
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . .  $     2,226   $    15,592
Accounts receivable. . . . . . . . . . . . . . . . . . . .          943         2,143
Prepaid expenses . . . . . . . . . . . . . . . . . . . . .            0             0
                                                            ------------  ------------
TOTAL CURRENT ASSETS . . . . . . . . . . . . . . . . . . .        3,169        17,735
                                                            ------------  ------------
FIXED ASSETS
----------------------------------------------------------
Furniture and equipment (Note B)
Cost . . . . . . . . . . . . . . . . . . . . . . . . . . .      293,011       288,406
Accumulated depreciation . . . . . . . . . . . . . . . . .     (100,543)      (42,696)
                                                            ------------  ------------
Net. . . . . . . . . . . . . . . . . . . . . . . . . . . .      192,468       245,710
Software License (Note B). . . . . . . . . . . . . . . . .       25,000             0
                                                            ------------  ------------
                                                                217,468       245,710
                                                            ------------  ------------
OTHER ASSETS
----------------------------------------------------------
Security deposit . . . . . . . . . . . . . . . . . . . . .       10,478        10,183
                                                            ------------  ------------
TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . .  $   231,115   $   273,628
                                                            ============  ============
CURRENT LIABILITIES
----------------------------------------------------------
Accrued expenses (Note C)  . . . . . . . . . . . . . . . .  $   294,235   $   171,834
Accrued wages payable. . . . . . . . . . . . . . . . . . .      106,850        18,000
Advance from related party (Note D). . . . . . . . . . . .      500,211       465,997
Advances - other                                                 16,069             0
                                                            ------------  ------------
TOTAL CURRENT LIABILITIES. . . . . . . . . . . . . . . . .      917,365       655,831
                                                            ------------  ------------
TOTAL LIABILITIES. . . . . . . . . . . . . . . . . . . . .      917,365       655,831
                                                            ------------  ------------
STOCKHOLDERS' EQUITY <DEFICIT>(Note F)
----------------------------------------------------------
Common Stock, par value $.001; 100,000,000
shares authorized; issued and outstanding 80,530,778 and
  36,580,778 at March 31, 2002 and 2001, respectively..          80,531        36,581
Additional paid in capital . . . . . . . . . . . . . . . .    5,531,005     4,100,955
Deficit at inception date. . . . . . . . . . . . . . . . .     (746,875)     (746,875)
Accumulated deficit during the development stage . . . . .   (5,520,816)   (3,742,769)
Common stock note receivable . . . . . . . . . . . . . . .      (30,095)      (30,095)
                                                            ------------  ------------
TOTAL STOCKHOLDERS' EQUITY <DEFICIT> . . . . . . . . . . .     (686,250)     (382,203)
                                                            ------------  ------------
TOTAL LIABILITIES AND
  STOCKHOLDERS' EQUITY <DEFICIT> . . . . . . . . . . . . .  $   231,115   $   273,628
                                                            ============  ============
</TABLE>
                       See Notes to Financial Statements.

                                        4
<PAGE>

XRAYMEDIA.COM,  INC.
(A  COMPANY  IN  THE  DEVELOPMENT  STAGE)
STATEMENTS  OF  OPERATIONS  AND  ACCUMULATED  DEFICIT
YEAR  ENDED  MARCH  31,  2002,  2001
THE  PERIOD  MARCH  1, 1994 (INCEPTION OF THE DEVELOPMENT STAGE)
 TO DECEMBER 31, 2002
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                           March 1, 1994
                                                                           (inception of
                                      Three Months Ended March 31,      development stage) to
                                                  2001                      March 31,2002
                                    2002      (as restated)                 (as restated)
------------------------------------------------------------------------------------------
<S>                             <C>           <C>             <C>          <C>
REVENUE. . . . . . . . . . . .  $         0   $           0                $      44,985


COSTS AND EXPENSES
------------------------------
Personnel Costs. . . . . . . .       21,000          24,979                      541,871
Compensation expense . . . . -      307,500          76,500                    1,676,500
Occupancy costs. . . . . . . .       16,314          26,289                      231,376
Professional fees. . . . . . .       31,054          51,982                      880,479
Computer costs   . . . . . . .            0               0                       94,840
Marketing .  . . . . . . . . .        2,126           3,459                       81,636
Travel . . . . . . . . . . . .        7,214          11,188                      184,728
Consulting . . . . . . . . . .       18,750          21,469                      286,814
Interest and bank charges. .            932           3,064                       22,405
Office supplies & administration     13,449          12,538                      177,205
Communication. . . . . . . . .        6,069           5,871                      110,297
Insurance. . . . . . . . . . .            0          10,404                       77,089
Miscellaneous. . . . . . . . .          205           2,644                       22,291
Transfer fees. . . . . . . .          2,300             793                       16,045
Depreciation and amortization.       14,650          14,230                      119,754
Bad  debt expense. . . . . . .            -               -                        5,400
Website/Internet/Computer exp.       84,433          45,471                      298,605
Investor relations . . . . . .        5,394          13,662                       96,185
                                ------------  --------------               --------------
TOTAL EXPENSES . . . . . . . .      531,390         324,543                    4,923,520
                                ------------  --------------               --------------
OTHER INCOME (LOSS)
Dissolution of Corp Reports. .            -               -                     (503,507)
Other (Note H) . . . . . . . .            -               -                     (138,774)
                                ------------  --------------               --------------

NET (LOSS)                         (531,390)  $  (  324,543)               $  (5,520,816)
Accumulated Deficit: Beginning   (4,989,426)     (3,418,226)
                                ------------  --------------               --------------

Ending . . . . . . . . . . . .  $(5,520,816)  $  (3,742,769)               $  (5,520,816)
                                ============  ==============               ==============

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

WEIGHTED AVERAGE NUMBER OF
  COMMON SHARES OUTSTANDING. .   79,764,111      35,080,778
                                ============  ==============
</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 MARCH 31, 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
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)





The Company also had other non-cash
investing and financing activities:
                                                         Three months ended March 31
                                                                           2001
                                                               2002   (as restated)
                                                        -----------  --------------

Shares issued for services . . . . . . . . . . . . . .  $    90,000  $            -
Conversion of debt to common stock . . . . . . . . . .       30,000               0
Shares issued in exchange for extended business model.            0               0
Shares issued under section 144 - control position . .      225,000               0
Shares issued for stock performance plan . . . . . . .       82,500          78,750
                                                        -----------  --------------
                                                        $   427,500  $       78,750
                                                        ===========================
</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 MARCH 31, 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                                                $(5,520,816)      $(30,095)      $(686,250)
</TABLE>
                       See Notes to Financial Statements.

                                        7
<PAGE>

XRAYMEDIA.COM,  INC.
(A  COMPANY  IN  THE  DEVELOPMENT  STAGE)
STATEMENTS  OF  CASH  FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001
PLUS THE PERIOD MARCH  1, 1994 (INCEPTION OF THE DEVELOPMENT STAGE)
TO MARCH 31, 2002

<TABLE>
<CAPTION>

                                                                                                  March 1, 1994
                                                                                                 (inception of
                                                        Three months ended March 31         development stage) to
                                                                          2001                  March 31, 2002
                                                           2002      (as restated)              (as restated)
-----------------------------------------------------------------------------------------------------------------
<S>                                                    <C>           <C>             <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss. . . . . . . . . . . . . . . . . . . . . . .    $(531,390)      $(324,543)                 $(5,520,816)
Adjustments to reconcile net loss
 to net cash used by operating activities:
Depreciation. . . . . . . . . . . . . . . . . . . . .       14,650          14,230                      119,754
Shares issued in exchange for services
charged to Professional fees. . . . . . . . . . . . .            -               -                       72,000
Shares issued for stock performance plan. . . . . . .       82,500          78,750                      950,750
Shares issued under section 144-control position. . .      225,000               -                      750,000
Shares issued for services. . . . . . . . . . . . . .       90,000                                      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             201                            0
Accounts receivable . . . . . . . . . . . . . . . . .            -           4,500                       (6,343)
Increase (decrease) in current liabilities:
Accrued expenses. . . . . . . . . . . . . . . . . . .        7,501          18,572                      294 235
Accrued wages payable . . . . . . . . . . . . . . . .       21,000          16,000                      106,850
Advances from related parties . . . . . . . . . . . .       44,062         169,508                      500,211
Other advances. . . . . . . . . . . . . . . . . . . .       16,069               0                       16,069
                                                       ------------  --------------                -------------

NET CASH  USED FOR OPERATING ACTIVITIES . . . . . . .      (26,815)        (22,782)                  (1,911,250)
                                                       ------------  --------------               --------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of furniture and equipment. . . . . . . .       (3,400)         (3,748)                    (343,031)
Acquisition of software . . . . . . . . . . . . . . .            -               -                      (25,000)
<Increase> decrease in security deposit . . . . . . .       (   94)              -                      (10,478)
<Purchase> of  goodwill . . . . . . . . . . . . . . .            -               -                     (464,831)
                                                       ------------  --------------                -------------

NET CASH (USED) FOR INVESTING ACTIVITIES. . . . . . .      ( 3,494)       (  3,748)                    (843,340)
                                                       ------------  --------------               --------------

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

NET INCREASE <DECREASE> IN CASH . . . . . . . . . . .      (   309)        (26,530)                       2,226

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

CASH, end of period . . . . . . . . . . . . . . . . .  $     2,226   $      15,592                 $      2,226
                                                       ============  ==============                ============

SUPPLEMENTAL DISCLOSURE:
Noncash investing and financing activities

Shares issued for debt. . . . . . . . . . . . . . . .  $    30,000   $           0
Shares issued for services. . . . . . . . . . . . . .       90,000               0
Shares issued for stock performance plan. . . . . . .       82,500          78,750
Shares issued under section 144 - control position. .      225,000               0
Shares issued in exchange for extended business model            0               0

                                                       ------------  --------------
                                                       $   427,500   $      78,750
                                                       ============  ==============

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

                       See Notes to Financial Statements.


                                        8
<PAGE>

XRAYMEDIA.COM,  INC.
(A  COMPANY  IN  THE  DEVELOPMENT  STATE)
NOTES  TO  THE  FINANCIAL  STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001


NOTE  A  -  ORGANIZATION  AND  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

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 THREE MONTHS ENDED MARCH 31, 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 quarter of 2002, only the minimum state taxes were paid.
No taxes are payable for the three months ended March 31, 2002. The Company
has net operating losses of approximately $5,500,000, 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
FOR THE THREE MONTHS ENDED MARCH 31,2002 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  $5,500,000.  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
THREE MONTHS ENDED MARCH  31,  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  March  31,  2002  and  2001  consisted  of:

                                           2002             2001
Furniture and equipment                  $293 011          $288,406
Software License                           25,000
Less: Accumulated depreciation           (100,543)          (42,696)

Furniture and equipment, net             $217 468          $245 710
                                         ===========================

Depreciation  expense  for the three months ended March 31, 2002 and 2001
was $14,650 and  $14 230,  respectively.

NOTE C  -  ACCRUED EXPENSES

Accrued expenses at March 31, 2002 and December 31, 2001 consisted of the
following categories:
                                          March 31        March 31
                                           2002             2001
Accrued Consulting expense                $7,987             $7,903
Accrued Office expense                    16,576             41,510
Accrued Professional fees expense        216,842             98,406
Accrued Website/Internet expense          41,210             21,895
Accrued Other expenses                    11,620              2,120
Total Accrued Expense                   $294,235           $171,834
                                         ===========================

NOTE  D  -  RELATED  PARTY  TRANSACTIONS

A  shareholder  and  close  friend  of  the President has advanced money without
interest to the Company during the quarter 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  issued  during  the
quarter  ended March 31, 2002 were valued at $0.03 per  share for a total amount
of  $30,000, which represents the value of the debt that was forgiven. The total
liability to  the related party increased  by  $44,062  for  the  quarter  ended
March 31, 2002.

                                       12
<PAGE>

XRAYMEDIA.COM,  INC.
(A  COMPANY  IN  THE  DEVELOPMENT  STATE)
NOTES  TO  THE  FINANCIAL  STATEMENTS
THREE MONTHS ENDED  MARCH 31,  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
three months ended March 31, 2002 and 2001,  2,750,000 and 2,250,000 shares were
issued of  common  stock  under  the  stock  performance  plan,  respectively.
Compensation expense in the amount of $82,500 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 quarter ended March 31, 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.

During  the  quarter  ended March 31, 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.


NOTE  G  -  NET  OPERATING  LOSS  CARRY  FORWARD

The Company's net operating loss for the three months ended March 31, 2002 of
$ 531,390  may  be  utilized  through  the  period  ended  March  31,  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

                                       13
<PAGE>

XRAYMEDIA.COM,  INC.
(A  COMPANY  IN  THE  DEVELOPMENT  STATE)
NOTES  TO  THE  FINANCIAL  STATEMENTS
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 March 31,  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 $212,500  for
the three months ended March 31,  2002, using an anticipated income tax rate  of
40 percent.

NOTE  H  -OTHER  INCOME

The 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  quarter  ender  March  31, 2001  was
increased by $10,850. as a result of this change.

NOTE K - SUBSEQUENT EVENTS

Subsequent to March 31,2002, the Company issued 3,000,000 shares  for the stock
performance plan.  The fair market value of the issuances is $90,000.

                                       14
<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 recently launched  general
 media  internet  superportal which is already under redevelopment and expansion
The website, www.xraymedia.com,  when  completed, will  be  comprised  of a main
general Media Superportal  that  will  branch  out  into  three  media  specific
portals: Corporate  Culture;  Media Commerce; and Community Resources. Xraymedia
intends to  sell conventional  media  advertising space, online advertising, and
advertising  and  public  relations  services  via  its  internet  website.

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

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

Because  we  are  still  developing 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  its first  deals  through  using  its
system within the second quarter of 2002.


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 no revenues to date in 2002, but XRAYMEDIA generated minor  revenues
From  operations  including  media  service  sales  during  2000.

Losses

Net  losses  for the quarter ended March 31, 2002, increased  to  $531,390  from
$324,543 for the  quarter  ended  March 31,2001.  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 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.

                                       15
<PAGE>

Expenses

General  and  administrative  expenses  for the quarter  ended  March 31,  2002,
increased as outlined in the previous section - losses,

Depreciation and amortization  expenses for the quarter ended March 31, 2000 and
March  31,  2001, (restated)  were  $14,650  and  $ 14,230,  respectively.

Liquidity  and  Capital  Resources

Cash flows  used by operations was $26,815 for the quarter ended March 31, 2002,
and $22,782 for the quarter ended March 31, 2001. The increase in negative  cash
flow  for  the  quarter  ended March 31, 2002 was attributable to the incomplete
offsetting  of  expenses  by  short  term  borrowed  capital.

Cash  flows generated by investing activities were $(3,494)for the quarter ended
March 31, 2002,  and $(3,748) for the quarter ended March 31,  2001.  The  minor
increase in  negative  cash  flow  for  the  quarter  ended  March 31, 2002,  is
primarily attributable to the limited acquisition of updated computer equipment.

Cash  flows  generated  from  financing  activities  was $30,000 for the quarter
ended  March  31,  2002  and  $  0  for  the  quarter  ended  March  31,  2001.
XRAYMEDIA's  financing  activities  for  the  quarter  ended  March  31,  2002
primarily  consisted  of  the issuance of the XRAYMEDIA's common stock to retire
a portion of it's debt.

XRAYMEDIA  has  funded  its  cash  needs over the  periods  covered by this Form
10-QSB through the advances from outside parties .  XRAYMEDIA  anticipates  that
this is not sufficient working capital to  cover  its cash  needs  over the next
three quarters. XRAYMEDIA intends to cover its cash needs over the  next  nine
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  4,200,000  units  at  a  price  of $.20  per  unit. Each
unit  consisted  of  one  share  ("Share")  of common stock of XRAYMEDIA and one
warrant  to purchase an  additional share of common stock at a price of $.30 for
a  period of one year from the date of issuance  ("First  Hold  Period")  and at
a  price  of $.50 for a period of one year from the end of the First Hold Period
("Second  Hold  Period").  A  portion  of  the shares were offered  to 22 non-US
residents  outside  the  United  States  in  reliance  upon  Regulation  S
promulgated  under  the  Securities  Act  of  1933  and  the  remainder  of  the
shares  offered  to  4  investors  in  the  United  States  in  reliance  upon
Regulation  D.

Capital  Expenditures

XRAYMEDIA  made significant  capital  expenditures  on property or equipment for
the  development of our 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  May  2002, XRAYMEDIA's website has passed its test stage and plans to be
operational  within  180  days.  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  $5,500,000
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.

                                       16
<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.

                                       17
<PAGE>

                                   SIGNATURES

Pursuant  to  the  requirements  of  the  Securities  Exchange  Act of 1934, the
registrant  has  caused this Report on Form 10-QSB to be signed on its behalf by
the  undersigned  thereunto  duly  authorized.


                               XRAYMEDIA.COM, INC.


                              DATED:  May 23, 2002
                            By: /s/ Raymond C. Dabney
                               Raymond C. Dabney,
                                President and CEO

                                       18
<PAGE>