SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                               AMENDMENT NO. 1 TO
                                   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, 2000.

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


     Commission file number: 33-24108D

                                E-BIDD.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 West Hastings Street, Suite 800, Vancouver, B. C., Canada V6B4N5
               (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 [X]    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, 2000 was 30,880,778.



<PAGE>


                                TABLE OF CONTENTS

                                     PART I

ITEM 1. FINANCIAL STATEMENTS .................................................1

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


                                     PART II

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS ............................4

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K .....................................4


SIGNATURES ...................................................................6

INDEX TO EXHIBITS ............................................................7




                 [THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]


<PAGE>



                                     PART 1

ITEM 1. FINANCIAL STATEMENTS


E-BIDD.COM,INC.
(FORMERLY IMAGE PHOTO SYSTEMS, INC.)
(A COMPANY IN THE DEVELOPMENT STAGE)
BALANCE SHEET
(unaudited)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                  March 31
                                                        --------------------------
                                                            2000           1999
                                                        -----------    -----------
<S>                                                     <C>            <C>
ASSETS

CURRENT ASSETS
     Cash                                               $   536,944    $      --
     Subscriptions receivable                                30,095
     Prepaids and deposits                                   55,999           --
                                                        -----------    -----------
       TOTAL CURRENT ASSETS                                 623,038           --
                                                        -----------    -----------
FIXED ASSETS
     Furniture and equipment
       Cost                                                  12,283           --
       Accumulated amortization                                (614)          --
                                                        -----------    -----------
       Net                                                   11,669           --
                                                        -----------    -----------
       TOTAL ASSETS                                     $   634,707    $      --
                                                        ===========    ===========
CURRENT LIABILITIES
     Accounts payable and accrued expenses              $    66,706    $    14,925
                                                        -----------    -----------
       TOTAL CURRENT LIABILITIES                             66,706         14,925
                                                        -----------    -----------
STOCKHOLDERS' EQUITY [DEFICIT](Note B)
     Common Stock, par value $.001; 100,000,000
     shares authorized; issued and outstanding
     30,880,778 and 30,788 at March 31, 2000 1999,
     respectively                                            10,881             31

     Additional paid in capital                           3,327,905      2,273,155
     Deficit at inception date                             (746,875)      (746,875)
     Accumulated deficit during the development stage    (2,023,910)    (1,541,236)
                                                        -----------    -----------

       TOTAL STOCKHOLDERS' EQUITY [DEFICIT]                 568,001        (14,925)
                                                        -----------    -----------

       TOTAL LIABILITIES AND
         STOCKHOLDERS' EQUITY                           $   634,707    $      --
                                                        ===========    ===========
</TABLE>


                       See Notes to Financial Statements

                                       1

<PAGE>


E-BIDD.COM, INC.
(FORMERLY  IMAGE PHOTO SYSTEMS, INC)
(A COMPANY IN THE DEVELOPMENT STAGE)
STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT Three months ended March 31,
2000 and 1999 the period March 1, 1994 (inception of the development stage),
to March 31, 2000
(unaudited)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                    Period from March 1, 1994
                                      Three Months Ended March 31      (inception of the
                                      ---------------------------      development stage)
                                         2000            1999        through Mar. 31, 2000
                                      -----------     -----------    ---------------------
<S>                                   <C>             <C>               <C>
COSTS AND EXPENSES
      Personnel Costs                 $      --       $      --         $   369,172
      Occupancy costs                       2,091            --              81,942
      Professional fees                    50,672            --             342,850
      Computer costs                         --              --              24,214
      Marketing                              --              --               9,251
      Travel                                9,783            --              56,335
      Consulting                          194,340            --             266,900
      Interest and bank charges               647            --               5,362
      Office supplies                       1,533            --               8,654
      Communication                         1,116            --              65,244
      Insurance                            14,859            --              36,617
      Miscellaneous                          --              --               9,599
      Transfer fees                          --              --               7,750
      Depreciation and amortization           614            --              19,825
      Bad  debt expense                      --              --               5,400
      Website/Internet expenses             1,168            --              72,514
                                      -----------     -----------       -----------
           TOTAL EXPENSES                 276,823            --           1,381,629
                                      -----------     -----------       -----------

OTHER INCOME [LOSS]
      Dissolution of CorpReports             --              --            (503,507)
      Other                                  --              --            (138,774)
                                      -----------     -----------       -----------
                                             --              --            (642,281)

NET EARNINGS [LOSS]                      (276,823)           --          (2,023,910)

ACCUMULATED DEFICIT:
      Beginning                        (2,493,962)     (2,288,111)         (746,875)
                                      -----------     -----------       -----------

      Ending                          $(2,770,785)    $(2,288,111)      $(2,770,785)
                                      ===========     ===========       ===========


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


                       See Notes to Financial Statements

                                       2

<PAGE>


E-BIDD.COM, INC.
(FORMERLY  IMAGE  PHOTO SYSTEMS, INC.)
(A COMPANY IN THE DEVELOPMENT STAGE)
STATEMENTS OF STOCKHOLDERS' EQUITY
Period from March 1, 1994 (inception of development stage), to March 31, 2000
(unaudited)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                          Existing       Deficit
                                                    Common Stock                          deficit      accumulated
                                             --------------------------   Additional    at inception     during           Total
                                              Number of                     Paid-in    of development  development    Stockholder's
                                               Shares          Amount       Capital        stage          stage           Equity
                                             -----------    -----------   -----------   -----------    -----------   -------------
<S>                                           <C>           <C>           <C>           <C>            <C>            <C>
BEGINNING BALANCE
  at inception of development, March 1, 1994         201    $      --     $   746,875   $  (746,875)   $      --      $      --
  Shares issued                                      720              1         1,799
  Net loss for period ending 12/31/94             (1,800)

BALANCES
                                             -----------    -----------   -----------   -----------    -----------    -----------
  December 31, 1994                                  921              1       748,674      (746,875)        (1,800)          --
  Shares issued
  Net loss for period ending 12/31/95               --

BALANCES
                                             -----------    -----------   -----------   -----------    -----------    -----------
  December 31, 1995                                  921              1       748,674      (746,875)        (1,800)          --
  Shares issued                                       90           --          28,500
  Net loss for period ending 12/31/96            (50,165)

BALANCES
                                             -----------    -----------   -----------   -----------    -----------    -----------
  December 31, 1996                                1,011              1       777,174      (746,875)       (51,965)       (21,665)
  Shares issued                                   14,492             15       258,536
  Net loss for period ending 12/31/97           (174,022)

BALANCES
                                             -----------    -----------   -----------   -----------    -----------    -----------
  December 31, 1997                               15,503             16     1,035,710      (746,875)      (225,987)        62,864
  Shares issued                                   15,275             15     1,237,445
  Net loss for period ending 12/31/98         (1,315,249)

BALANCES
                                             -----------    -----------   -----------   -----------    -----------    -----------
  December 31, 1998                               30,778             31     2,273,155      (746,875)    (1,541,236)       (14,925)
  Shares issued                                     --             --            --
  Net loss for period ending 03/31/99               --

BALANCES
                                             -----------    -----------   -----------   -----------    -----------    -----------
  March 31, 1999                                  30,778             31     2,273,155      (746,875)    (1,541,236)       (14,925)
  Shares issued
       Shares issued for cash                  6,590,000          6,590       207,010
  Net loss for period ending 12/31/99           (205,851)

BALANCES
                                             -----------    -----------   -----------   -----------    -----------    -----------
  December 31, 1999                            6,620,778          6,621     2,480,165      (746,875)    (1,747,087)        (7,176)
  Shares issued
    Shares issued in exchange for
     extended business model                  20,000,000              0             0
    Shares issued in exchange for services        60,000             60        11,940
    Shares issued for cash                     4,200,000          4,200       835,800
  Net loss for period ending 03/31/00                                                                     (276,823)

BALANCES
                                             -----------    -----------   -----------   -----------    -----------    -----------
  March 31, 2000                              30,880,778    $    10,881   $ 3,327,905   $  (746,875)   $(2,023,910)   $   568,001
                                             ===========    ===========   ===========   ===========    ===========    ===========
</TABLE>


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

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

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

Shares issued in exchange for
  services                               $ 12,000    $   --      $   --      $   --
                                         --------    --------    --------    --------

                                         $ 12,000    $   --      $   --      $343,549
                                         --------    --------    --------    --------
</TABLE>



<PAGE>


E-BIDD.COM,INC.
(FORMERLY IMAGE PHOTO  SYSTEMS, INC.)
(A COMPANY IN THE DEVELOPMENT STAGE)
STATEMENTS OF CASH FLOWS
Three months ended March 31, 2000 and  1999
the period March 1, 1994 (inception of the development stage), to March 31, 2000
(unaudited)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                                      Period from  March 1,
                                                                                        1994, (Inception
                                                          Three Months Ended March 31  of the development
                                                          ---------------------------   stage) through
                                                              2000            1999      Mar. 31, 2000
                                                          -----------     -----------   -------------
<S>                                                       <C>             <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net earnings [loss]                                     $  (276,823)    $      --      ($2,023,910)
  Adjustments to reconcile net earnings
   [loss] to net cash used by operating activities:
  Depreciation and amortization                                   614            --           19,825
  Shares issued in exchange for extended business model
           charged to Website/Internet expenses                  --              --             --
  Shares issued in exchange for services
           charged to Professional fees                        12,000            --           12,000
  Abandonment of furniture & equipment                           --              --           30,809
  Write-off of goodwill                                          --              --          464,831
CHANGES IN CURRENT ASSETS AND CURRENT
  ASSETS AND CURRENT LIABILITIES:
  [Increase] decrease in current assets:
           Prepaids and deposits                              (55,999)           --          (55,999)
           Accounts receivable                                (30,095)        (30,095)
  Increase [decrease] in current liabilities:
           Accounts payable and accrued expenses               51,706            --           56,706
                                                          -----------     -----------    -----------

NET CASH  USED FOR OPERATING ACTIVITIES                      (298,597)           --       (1,525,833)
                                                          -----------     -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Acquisition of furniture and equipment                      (12,283)           --          (62,303)
  [Purchase] of  goodwill                                    (464,831)
                                                          -----------     -----------    -----------

NET CASH [USED] FOR INVESTING ACTIVITIES                      (12,283)           --         (527,134)
                                                          -----------     -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
                                                                                 --        1,749,911
  Sale of common stock                                        840,000            --          840,000
                                                          -----------     -----------    -----------

NET CASH PROVIDED  BY FINANCING
         ACTIVITIES                                           840,000            --        2,589,911
                                                          -----------     -----------    -----------

NET INCREASE [DECREASE] IN CASH                               529,120            --          536,944

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

CASH, end of period                                       $   536,944     $      --      $   536,944
                                                          ===========     ===========    ===========

SUPPLEMENTAL DISCLOSURE:
Noncash investing and financing activities
  Shares issued in exchange for extended business model   $      --
                                                          ===========
  Shares issued in exchange for services                  $    12,000
                                                          ===========
</TABLE>

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

                       See Notes to Financial Statements

                                       4

<PAGE>



E-BIDD.COM, INC.
(FORMERLY Photo Imaging Systems, Inc.)
(A Company in the Development Stage)
NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 2000 AND 1999
(unaudited)
--------------------------------------------------------------------------------


NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

In September, 1999, the Company changed its name to E-BIDD.Com, Inc.

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.

During the period the  Company  completed  a private  placement  offering in the
amount of $852,000.  Management intends to use the offering proceeds for working
capital  purposes.  Management  believes  the offering  will provide  sufficient
working capital for the coming year.

Summary of Significant Accounting Principles

a. Accounting estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates.

                                       5

<PAGE>


E-BIDD.COM, INC.
(FORMERLY Photo Imaging Systems, Inc.)
(A Company in the Development Stage)
NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 2000 AND 1999
(unaudited)
--------------------------------------------------------------------------------

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

Summary of Significant Accounting Principles (Continued)

b.  Basic earnings per share

Basic  earnings  [loss]  per  share  have been  calculated  in  conformity  with
Financial Accounting Standards Board Statement No. 128 "Earnings per Share". The
Company has a simple  capital  structure with no  significant  potential  common
shares.  Basic earnings  [loss] per share is calculated  weighted on the average
number of common shares outstanding each year (2000 - 6,445,778; 1999-30,778).

c. Going concern

The Company has had no sales and suffered  recurring losses from operations that
raise  substantial  doubt  about its  ability to  continue  as a going  concern.
However,  the  financial  statements do not include any  adjustments  that might
result from the outcome of this uncertainty.

d. Office furniture and equipment

Office   furniture  and  equipment   purchases  are  capitalized  and  the  cost
depreciated  over the estimated  useful lives of the related  assets,  generally
five to seven years.  Office furniture and equipment abandoned is written off at
the time of the abandonment.

e. Issuance of Common Stock

The  issuance of common  stock for other than cash is recorded by the Company at
managements  estimate  of the  fair  value of the  assets  acquired  or  service
rendered.

f. Income taxes

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

                                       6

<PAGE>


E-BIDD.COM, INC.
(FORMERLY Photo Imaging Systems, Inc.)
(A Company in the Development Stage)
NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 2000 AND 1999
(unaudited)
--------------------------------------------------------------------------------

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

Summary of Significant Accounting Principles (Continued)

g. Functional Currency

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

h. Deferred tax assets

Differences  between accounting rules and tax laws cause differences between the
bases of certain assets and liabilities for financial reporting purposes and tax
purposes.  The  tax  effects  of  these  differences,  to the  extent  they  are
temporary,  are recorded as deferred tax assets and  liabilities  under SFAS 109
and  consist  primarily  of  net  operating  loss  carryforwards   amounting  to
approximately  $2,100,000.  Because  of the  uncertainty  of  utilizing  the net
operating  loss  carryforward,  a  valuation  allowance  of the maximum has been
provided against the deferred tax asset.

NOTE B- COMMON STOCK

In 1999 the Company executed a 1000 for 1 reverse stock split.  This stock split
has been reflected retroactively in the financial statements and notes thereto.


In  February  2000  the  Company  issued  20,000,000  restricted  shares  to its
President and Director,  Ray Dabney in exchange for the Extended Business Model.
The shares have been recorded at $0.00.


                                       7

<PAGE>


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

General

As used herein the terms "e-bidd" and "e-bidd.com" refers to e-bidd.com, Inc., a
Minnesota  corporation,  its subsidiaries and  predecessors,  unless the context
indicates otherwise.  Investors should be aware that a potential conflict exists
between e-bidd and another totally  separate and unrelated  company by a similar
name, www.Ebid.com, that also operates as an Internet auction site. E-bidd is in
the process of changing its name to resolve this  potential  conflict.  On April
24, 2000, e-bidd announced a proposed name change to XRAYMEDIA.COM.

E-bidd'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  portals:  Buy & Sell  Services;  Public  Relations
Services;  and Advertising Agency Services.  E-bidd intends to sell conventional
media  advertising  space,  online  advertising,   and  advertising  and  public
relations services via its Internet site.


                                       8


<PAGE>


E-bidd intends the general media  supersite to be geared towards the business of
selling  conventional media advertising space, online  advertising,  advertising
agency services and public relations services.  Clients will be able to access a
host of  services  via the  supersite,  including  the  purchase  of  radio  and
television  advertising  time in 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  seclection  of  markets,   online  banner
advertising,  added  interactivity  functions,  and a range of other content and
media related  services for  registered  users.  Accordingly,  e-bidd 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.

A material risk that is apparent to e-bidd and its shareholders  is,  primarily,
that it has yet to produce a product. E-bidd launched its general media Internet
supersite on April 24, 2000. The launch of this supersite  constitutes Phase 1of
a  multi-phased  sequence  that is  intended  to see the  unfolding  of e-bidd's
extended  business  model.  The risk to  shareholders is that the launch of this
website  does not  operate  as  anticipated  and that the  software  that  these
websites feature may be perceived as having a limited life.

Plan of Operation

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

Results of Operations

Sales

E-bidd has not generated any revenues from operations for the periods covered by
this Form 10-QSB.

Losses

Net losses for the quarter ended March 31, 2000, increased to $1,684,073 from $0
for the  quarter  ended March 31,  1999.  The  increase in losses was  primarily
attributable to website development.

E-bidd expects to continue to incur losses at least through fiscal year 2000 and
there can be no assurance that e-bidd will achieve or maintain  profitability or
that revenues will be generated or that growth can be sustained in the future.

Expenses

General  and  administrative  expenses  for the quarter  ended  March 31,  2000,
increased  to  $1,684,073  from $0 for the  quarter  ended March 31,  1999.  The
substantial  increase in general and administrative  expenses were the result of
website development.

Depreciation and amortization  expenses for the quarter ended March 31, 2000 and
March 31, 1999 were $7,864 and $0, respectively.


                                       9


<PAGE>


Liquidity and Capital Resources

Cash flows  generated  by  operations  were a negative  $298,597 for the quarter
ended March 31, 2000, and $0 for the quarter ended March 31, 1999. The increase


in  negative  cash flows for the  quarter  ended  March 31,  2000 are  primarily
attributable to website development.

Cash flows  generated by investing  activities  were a negative  $12,283 for the
quarter ended March 31, 2000,  and $0 for the quarter ended March 31, 1999.  The
increase  in  negative  cash  flows for the  quarter  ended  March 31,  2000 are
primarily attributable to the acquisition of furniture and equipment.

Cash flows  generated  from  financing  activities  was $840,000 for the quarter
ended  March 31, 2000 and $ 0 for the quarter  ended  March 31,  1999.  E-bidd's
financing  activities  primarily  consisted of the sale of the  e-bidd's  common
stock pursuant to private placements.

E-bidd has funded its cash needs over the  periods  covered by this Form  10-QSB
through the issuance of its common stock for cash. E-bidd  anticipates that this
is  sufficient  working  capital to cover its cash  needs  over the next  twelve
months.

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

Capital Expenditures

E-bidd made no significant  capital  expenditures  on property or equipment over
the periods  covered by this report.  The only planned  capital  expenditure  is
computer equipment. E-bidd has budgeted $125,000 for this expenditure.

As of March 2000,  e-bidd's  website was in its review stage and it was launched
on April 24,  2000.  E-bidd's  estimated  cash  requirements  are  approximately
$475,000  annually.  The majority of e-bidd's cash requirements will be used for
personnel costs and professional fees.

Income Tax Expense (Benefit)

E-bidd has net operating loss carry forwards of  approximately  $2,100,000 which
will expire in 2013 and 2014.

Impact of Inflation

E-bidd  believes that inflation has had a negligible  effect on operations  over
the past three years. E-bidd believes that it can offset inflationary  increases
in the cost of materials and labor by increasing  sales and improving  operating
efficiencies.

Year 2000 Compliance

As of the date of filing this Form 10-QSB,  e-bidd has not  experienced  any Y2K
computer problems.


                                       10


<PAGE>


                                     PART II

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

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


$.20 per unit.  Each unit  consists of one share  ("Share")  of common  stock of
e-bidd 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").  4,000,000  shares  were  sold to
twenty-two  different  investors in reliance upon Regulation S promulgated under
the  Securities  Act of 1933.  250,000  shares  were  issued to three  different
investors in reliance  upon Rule 506 of  Regulation D of the  Securities  Act of
1933.  Additionally,  10,000  shares  were issued to Chapin  Wilson  pursuant to
ss.4(2) of the Securities Act of 1933 in consideration of his services  rendered
to e-bidd.

On March 1,  2000,  in a  unanimous  vote of the  board of  directors,  with Mr.
Raymond  Dabney  abstaining,  the board  approved  the  issuance  of  20,000,000
restricted shares of e-bidd's common stock to Raymond Dabney in exchange for the
Extended  Business  Model of  e-bidd.com.  The shares  were  issued  pursuant to
Section4(2)  of the  Securities  Act of 1933 and valued at $0.00.  The  Extended
business  model is to  include a full  range of media  services  via a brand new
Internet media supersite  including  assembling the partners and technology that
would  enable  e-bidd to engage in the  business of selling  conventional  media
advertising  space,  online  advertising,  and  advertising  agency  and  public
relations  services via a new Internet website.  E-bidd made this offering based
on the following factors:  (1) the issuance was an isolated private  transaction
by  e-bidd  which  did not  involve  a public  offering;  (2) there was only one
offeree who was an officer  and/or  director of e-bidd;  (3) the offeree did not
resell  the  stock;  (4) there  were no  subsequent  or  contemporaneous  public
offerings  of the  stock;  (5)  the  stock  was not  broken  down  into  smaller
denominations;  and (6) the  negotiations  for the sale of the stock  took place
directly between the offeree and e-bidd.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits Exhibits required to be attached by Item 601 of Regulation S-B are
     listed in the Index to  Exhibits  on page 7 of this  Form  10-QSB,  and are
     incorporated herein by this reference.

(b)  Reports on Form 8-K. No reports were filed on Form 8-K during the quarter.

                                   SIGNATURES

     In accordance  with the  requirements  of the Exchange Act, the  registrant
caused this  Amendment No. 1 to quarterly  report on Form 10-QSB to be signed on
its  behalf by the  undersigned,  thereunto  duly  authorized,  this 31st day of
January, 2001.

Registrant, formerly named e-bidd.com, Inc. (now Xraymedia.com, Inc.)

                                                        January 31, 2001
/s/ Raymond Dabney
-----------------------------------------------
Raymond Dabney

President, Chief Executive Officer and Director



                                       11


<PAGE>


                                INDEX TO EXHIBITS

INDEX TO EXHIBITS

Exhibit

No.       Page No.      Description

2(a)         *      Articles of Merger and Plan and of Merger,  Port Industries,
                    Inc.  March 1, 1994  (incorporated  herein by reference from
                    Exhibit  No.  2(a) to e-bidd's  Form  10-KSB/A  for the year
                    ended  December  31,  1999 and filed  with the SEC on May 8,
                    2000).

3(i)(a)      *      Articles  of   Incorporation   of  Port   Industries,   Inc.
                    (incorporated  herein by reference  from Exhibit No. 3(i)(a)
                    to e-bidd's  Form  10-KSB/A for the year ended  December 31,
                    1999 and filed with the SEC on May 8, 2000).

3(i)(b)      *      Articles of Amendment Of Articles Of  Incorporation  Of Port
                    Industries,  Inc. dated October 28, 1969  authorizing  total
                    number of shares to be 30,000 at $10.00 each.  (incorporated
                    herein by  reference  from  Exhibit No.  3(i)(b) to e-bidd's
                    Form 10-  KSB/A for the year  ended  December  31,  1999 and
                    filed with the SEC on May 8, 2000).

3(i)(c)      *      Articles of Amendment Of Articles Of  Incorporation  Of Port
                    Industries,  Inc. dated March 6, 1972 authorizing the number
                    of shares to be 1,000,000 at $.10 each. (incorporated herein
                    by reference  from Exhibit No.  3(i)(c) to e-bidd's Form 10-
                    KSB/A for the year ended  December  31,  1999 and filed with
                    the SEC on May 8, 2000).

3(i)(d)      *      Minnesota  Secretary  Of  State  Amendment  Of  Articles  Of
                    Incorporation  (Digital  Reporting Inc.  changes its name to
                    Cyberguides   International,   Inc.,  September  30,  1997).
                    (incorporated  herein by reference  from Exhibit No. 3(i)(d)
                    to e-bidd's  Form  10-KSB/A for the year ended  December 31,
                    1999 and filed with the SEC on May 8, 2000).

3(i)(e)      *      Minnesota  Secretary  Of  State  Amendment  Of  Articles  Of
                    Incorporation (Cyberguides International,  Inc., changes its
                    name to AJA Merchant Banking Corporation February 10, 1998).
                    (incorporated  herein by reference  from Exhibit No. 3(i)(e)
                    to e- bidd's Form  10-KSB/A for the year ended  December 31,
                    1999 and filed with the SEC on May 8, 2000).

3(i)(f)      *      Minnesota  Secretary  Of  State  Amendment  Of  Articles  Of
                    Incorporation (AJA Merchant Banking  Corporation changes its
                    name  to  Image  Photo  Systems,  Inc.  December  3,  1998).
                    (incorporated  herein by reference  from Exhibit No. 3(i)(f)
                    to e- bidd's Form  10-KSB/A for the year ended  December 31,
                    1999 and filed with the SEC on May 8, 2000).

3(i)(g)      *      Minnesota  Secretary  Of  State  Amendment  Of  Articles  Of
                    Incorporation (Image Photo systems, Inc. changes its name to
                    e-bidd.com,  Inc., September 16, 1999). (incorporated herein
                    by reference  from Exhibit No.  3(i)(g) to e-bidd's Form 10-
                    KSB/A for the year ended  December  31,  1999 and filed with
                    the SEC on May 8, 2000).

3(i)(h)      *      Articles  Of  Incorporation  Of Image  Photo  Systems,  Inc.
                    (incorporated  herein by reference  from Exhibit No. 3(i)(h)
                    to e-bidd's  Form  10-KSB/A for the year ended  December 31,
                    1999 and filed with the SEC on May 8, 2000).

3(ii)(a)       *    By-Laws of Port  Industries,  Inc.  (incorporated  herein by
                    reference  from  Exhibit  No.   3(ii)(a)  to  e-bidd's  Form
                    10-KSB/A for the year ended December 31, 1999 and filed with


<PAGE>


                    the SEC on May 8, 2000).

3(ii)(b)       *    By-laws of Image Photo Systems, Inc. (incorporated herein by
                    reference  from  Exhibit  No.   3(ii)(b)  to  e-bidd's  Form
                    10-KSB/A for the year ended December 31, 1999 and filed with
                    the SEC on May 8, 2000).