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

                                Amendment No. 1
                               to Quarterly Report
                                 on 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 Sept. 30, 2000.

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

                         Commission File Number: 0-27919


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


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


         555 Burrard Street, Suite 900, Vancouver, B. C., Canada V7X 1M9
              (Address of principal executive office)           (Zip Code)


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


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

     Check whether the issuer: (1) Filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

                              Yes XX           No


     The number of outstanding shares of the issuer's common stock, $0.001 par
value (the only class of voting stock), as of Sept. 30, 2000 was 33,030,778.



<PAGE>


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

                              FINANCIAL STATEMENTS
                                   (unaudited)

                  NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999


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


<TABLE>
<CAPTION>
ASSETS                                                                    September 30
                                                                   --------------------------
                                                                          2000           1999
                                                                   -----------    -----------
<S>                                                                <C>            <C>
CURRENT ASSETS
         Cash                                                      $   117,549    $    25,905
         Accounts receivable                                            68,095
         Prepaids and deposits                                          12,255             --
                                                                   -----------    -----------

             TOTAL CURRENT ASSETS                                      197,899         25,905
                                                                   -----------    -----------

FIXED ASSETS
         Furniture and equipment
             Cost                                                       50,754             --
             Accumulated amortization                                   (4,927)            --
                                                                   -----------    -----------
             Net                                                        45,827             --
                                                                   -----------    -----------

         Website Equipment
             Cost                                                      150,281             --
             Accumulated amortization                                  (11,492)            --
                                                                   -----------    -----------
                                                                       138,789             --
                                                                   -----------    -----------

             TOTAL ASSETS                                          $   382,515    $    25,905
                                                                   ===========    ===========


CURRENT LIABILITIES
         Accounts payable and accrued expenses                     $    56,713    $     6,877
         Notes payable                                                      --        160,422
                                                                   -----------    -----------

             TOTAL CURRENT LIABILITIES                                  56,713        167,299

LONGTERM LIABILITIES
         Advances from shareholders'                                   150,043             --

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

             TOTAL LIABILITIES                                         206,756        167,299
                                                                   -----------    -----------

STOCKHOLDERS' EQUITY (DEFICIT)(Note B) Common Stock, par value
         $.001;  100,000,000 shares authorized; issued and
         outstanding 33,030,778 and 30,788 at September 30, 2000
         and 1999 respectively                                          13,031         16,621

         Additional paid in capital                                  3,387,755      2,480,165
         Deficit at inception date                                    (746,875)      (746,875)
         Accumulated deficit during the development stage           (2,478,152)    (1,891,305)
                                                                   -----------    -----------

             TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                      175,759       (141,394)
                                                                   -----------    -----------

             TOTAL LIABILITIES AND
               STOCKHOLDERS' EQUITY                                $   382,515    $    25,905
                                                                   ===========    ===========
</TABLE>

                        See Notes to Financial Statements

                                        1


<PAGE>


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

================================================================================
<TABLE>
<CAPTION>
                                                 Three Months                                              Period from March 1, 1994
                                                 Ended Sept 30         Nine Months Ended September 30          (inception of the
                                                 -------------         -------------------------------         development stage)
                                                     2000                  2000                1999       through September 30, 2000
                                                 -------------         -----------         -----------    --------------------------
<S>                                              <C>                 <C>                 <C>                 <C>
COSTS AND EXPENSES
      Personnel Costs                            $    45,749         $    45,749         $    82,729         $   414,921
      Occupancy costs                                 18,097              44,464               3,000             124,315
      Professional fees                               32,306             245,008             147,271             537,186
      Computer costs                                  10,500              45,020                  --              69,234
      Marketing                                        6,986              40,742              39,707              49,993
      Travel                                          20,689              75,009               8,502             121,561
      Consulting                                      16,242              94,784                  --             167,344
      Interest and bank charges                          950               1,840                 233               6,555
      Office supplies                                 12,441              68,601               3,237              75,722
      Communication                                    5,378               8,451               3,647              72,579
      Insurance                                        4,711              26,890               5,138              48,648
      Miscellaneous                                    2,958               6,206               2,105              15,805
      Transfer fees                                    1,238               2,870                  --              10,620
      Depreciation and amortization                   10,052              16,419                  --              35,630
      Bad  debt expense                                   --                  --                  --               5,400
      Website/Internet expenses                        9,763              48,667              54,500             120,013
      Investor relations                              14,467              34,539              34,539
                                                 -----------         -----------         -----------         -----------
           TOTAL EXPENSES                            212,527             805,259             350,069           1,910,065
                                                 -----------         -----------         -----------         -----------

OTHER INCOME(LOSS)
      Revenue                                         41,144              74,194                  --              74,194
      Dissolution of CorpReports                          --                  --                  --            (503,507)
      Other                                               --                  --                  --            (138,774)
                                                 -----------         -----------         -----------         -----------
                                                      41,144              74,194                  --            (568,087)

NET EARNINGS (LOSS)                                 (171,383)           (731,065)           (350,069)         (2,478,152)

ACCUMULATED DEFICIT:
      Beginning                                   (2,302,769)         (1,747,087)         (2,288,111)           (746,875)
                                                 -----------         -----------         -----------         -----------

      Ending                                     $(2,474,152)        $(2,478,152)        $(2,638,180)        $(3,225,027)
                                                 ===========         ===========         ===========         ===========


BASIC LOSS PER SHARE (Note A)                    $     (0.01)        $     (0.03)        $     (0.01)
                                                 ===========         ===========         ===========
</TABLE>


                        See Notes to Financial Statements

                                        2

<PAGE>

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

================================================================================

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

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

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

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

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

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

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

BALANCES
                                                                   -----------    -----------     -----------     -----------
      December 31, 1999                                              6,620,778          6,621       2,480,165        (746,875)
      Shares issued
           Shares issued in exchange for extended business model    20,000,000              0               0
           Shares issued in exchange for services                      210,000            210          71,790
           Shares issued for cash                                    4,200,000          4,200         835,800
           Shares issued under stock performance plan                2,000,000          2,000
      Net loss for period ending 09/30/00

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



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

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

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

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

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

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

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

BALANCES
                                                                   -----------          -----------
      December 31, 1999                                             (1,747,087)              (7,176)
      Shares issued
           Shares issued in exchange for extended business model
           Shares issued in exchange for services
           Shares issued for cash
           Shares issued under stock performance plan
      Net loss for period ending 09/30/00                             (731,065)

BALANCES
                                                                   -----------          -----------
      September 30, 2000                                           $(2,478,152)         $   175,759
                                                                   ===========          ===========
</TABLE>

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

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

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

Shares issued in exchange for
     services                               $ 72,000         $     --          $     --          $     --
                                            --------         --------          --------          --------
                                            $ 72,000         $     --          $     --          $343,549
                                            --------         --------          --------          --------
</TABLE>


                        See Notes to Financial Statements

                                        3

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

<TABLE>
<CAPTION>
                                                                                                                 Period from
                                                                                                           March 1, 1994, (Inception
                                                                         Nine Months Ended September 30       of the development
                                                                         ------------------------------         stage) through
                                                                             2000              1999          September 30, 2000
                                                                         -----------        -----------      ------------------
<S>                                                                      <C>                <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
        Net earnings (loss)                                              $  (731,065)       $  (350,069)        $(2,478,152)
        Adjustments to reconcile net earnings
         (loss) to net cash used by operating activities:
        Depreciation and amortization                                         16,419                 --              35,630
        Shares issued in exchange for extended business model
                 charged to Website/Internet expenses                             --                 --                  --
        Shares issued in exchange for services
                 charged to Professional fees                                 72,000                 --              72,000
        Abandonment of furniture & equipment                                      --                 --              30,809
        Write-off of goodwill                                                     --                 --             464,831
CHANGES IN CURRENT ASSETS AND CURRENT
        ASSETS AND CURRENT LIABILITIES:
        (Increase) decrease in current assets:
                 Prepaids and deposits                                       (12,255)                --             (12,255)
                 Accounts receivable                                         (68,095)                               (68,095)
        Increase (decrease) in current liabilities:
                 Accounts payable and accrued expenses                        41,713             (8,048)             46,713
                 Notes payable                                                                  160,422                  --
                                                                         -----------        -----------         -----------

NET CASH  USED FOR OPERATING ACTIVITIES                                     (681,283)          (197,695)         (1,908,519)
                                                                         -----------        -----------         -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
        Acquisition of furniture and equipment                               (50,754)                --            (100,774)
        Acquisition of website equipment                                    (150,281)                              (150,281)
        (Purchase) of  goodwill                                                   --                               (464,831)
                                                                         -----------        -----------         -----------

NET CASH (USED) FOR INVESTING ACTIVITIES                                    (201,035)                --            (715,886)
                                                                         -----------        -----------         -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
                                                                                                     --           1,749,911
        Sale of common stock                                                 842,000            223,600             842,000
        Advances from stockholders'                                          150,043                                150,043
                                                                         -----------        -----------         -----------
NET CASH PROVIDED  BY FINANCING
         ACTIVITIES                                                          992,043            223,600           2,741,954
                                                                         -----------        -----------         -----------

NET INCREASE (DECREASE) IN CASH                                              109,725             25,905             117,549

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

CASH, end of period                                                      $   117,549        $    25,905         $   117,549
                                                                         ===========        ===========         ===========

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

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

                        See Notes to Financial Statements

                                        4
<PAGE>


XRAYMEDIA.COM
(FORMERLY E-BIDD.COM, INC.)
(A Company in the Development Stage)
NOTES TO FINANCIAL STATEMENTS
NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
(unaudited)
===============================================================================



NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

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

The Company's principal business, at present, is a general media Internet
supersite portal currently under development. The website XRAYMEDIA.COM, when
completed, will be comprised of a main general media supersite portal that will
branch out into three media specific business portals: Buy & Sell Services;
Public Relations Services; and Advertising Agency Services. The Company intends
to sell conventional media advertising space, online advertising, and
advertising and public relations services via its internet site. Because the
Company is in the development stage, the accompanying financial statements
should not be regarded as typical for normal operating periods.

In January, 2000 the Company completed a private placement offering in the
amount of $852,000. Management intends to use the offering proceeds for working
capital purposes. Management believes the offering will provide sufficient
working capital for the coming year.

Summary of Significant Accounting Principles

a. Accounting estimates

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


                                        5
<PAGE>


XRAYMEDIA.COM
(FORMERLY E-BIDD.COM, INC.)
(A Company in the Development Stage)
NOTES TO FINANCIAL STATEMENTS
NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
(unaudited)
===============================================================================

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

Summary of Significant Accounting Principles (Continued)

b.  Basic earnings per share

Basic earnings (loss) per share have been calculated in conformity with
Financial Accounting Standards Board Statement No. 128 "Earnings per Share". The
Company has a simple capital structure with no significant potential common
shares. Basic earnings (loss) per share is calculated weighted on the average
number of common shares outstanding each year (2000 - 21,489,111; 1999-30,778).

c. Going concern

The Company has had minor sales and suffered recurring losses from operations
that raise substantial doubt about its ability to continue as a going concern.
However, the financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

d. Office furniture and equipment

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

e. Issuance of Common Stock

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

f. Income taxes

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


                                        6
<PAGE>


XRAYMEDIA.COM
(FORMERLY E-BIDD.COM, INC.)
(A Company in the Development Stage)
NOTES TO FINANCIAL STATEMENTS
NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
(unaudited)
===============================================================================

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

Summary of Significant Accounting Principles (Continued)

g.  Functional Currency

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

h. Deferred tax assets

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

NOTE B- COMMON STOCK

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


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



                                        7
<PAGE>


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

General

XRAYMEDIA.COM, Inc. is a Minnesota corporation formerly named E-BIDD. Because we
became aware of another company with a similar name that also operates an
Internet auction site, we changed our name to XRAYMEDIA.COM, INC. as of June 28,
2000.

Our principal business is an Internet Media SuperPortal that is currently under
development at the website address www.xraymedia.com. Our website, when
completed, will be comprised of a general Media SuperPortal that branches out
into three media specific portals: Corporate Culture; Media Commerce; and
Community Resources. We intend to sell conventional media advertising space,
online advertising, and advertising and public relations services via our
Internet site.

We intend to gear our general Media SuperPortal towards the business of selling
conventional media advertising space, online advertising, advertising agency
services and public relations services. Clients will be able to access various
services using our website, including the purchase of radio and television
advertising time, creative advertising services and public relations services
that cater to financial, technology and real estate clients. As we develop our
website further, registered users will be able to buy media online in a larger
selection of markets, online banner advertising, added interactivity functions,
and a range of other content and media related services. We intend to host
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, we have not produced a steady
revenue stream. We launced our original website on April 24, 2000 and, after six
months of development, we launched a new Media SuperPortal and Media Auction
test site on October 24, 2000. We plan to complete testing of our media auction
capabilities on our website by the end of 2000, but we realize that this website
may not operate as anticipated. Even if the media auction operates successfully,
the software that our website uses may become obsolete quickly, as the software
industry in general, and the type of software we are using in particular, is a
rapidly changing technology.

Plan of Operation

Our plan of operation for the remainder of the year 2000 is to continue to test
our website and auction software, while we continue to investigate new
opportunities and potential partners who are in the business of selling
conventional media advertising space and online advertising. We will continue to
develop our new Internet Media SuperPortal.


                                       6
<PAGE>


Results of Operations

Sales. We have generated minor revenues from operations including media service
sales since June 2000.

Losses. Net losses for the nine months ended Sept. 30, 2000, increased to
$773,015 from $350,069 for the nine months ended Sept. 30, 1999. The increase in
losses was primarily attributable to the purchase of website and computer
equipment and services related to website development. We expect to continue to
incur losses at least through fiscal year 2000 and there can be no assurance
that we will achieve or maintain profitability, generate revenue or sustain
future growth.

Expenses. General and administrative expenses for the nine months ended Sept.
30, 2000, increased to $847,209 from $350,069 for the nine months ended Sept.
30, 1999. The substantial increase in general and administrative expenses were
the result of continued website development.

Depreciation and amortization expenses for the nine months ended Sept. 30, 2000
and Sept. 30, 1999 was $38,369 and $0, respectively.

Liquidity and Capital Resources. Cash flow used by operations was $681,283 for
the nine months ended Sept. 30,2000, and $368,833 for the nine months ended
Sept. 30, 1999. The increase in negative cash flow for the nine months ended
Sept. 30, 2000 was primarily attributable to website development expenses.

Cash flow used for investing activities was $201,035 for the nine months ended
Sept. 30, 2000, and $0 for the nine months ended Sept. 30, 1999. The negative
cash flow for the nine months ended Sept. 30, 2000 is primarily attributable to
the acquisition of website-developing equipment.

Cash flow generated from financing activities was $992,043 for the nine months
ended Sept. 30, 2000 and $223,600 for the nine months ended Sept. 30, 1999. Our
financing activities primarily consisted of proceeds from our private placements
discussed below and advances from our shareholders.

We have funded our cash needs over the periods covered by this Form 10-QSB
through the issuance of our equity securities and advances from shareholders.
Our auditors have qualified their opinion to express doubt about our ability to
continue as a going concern. We will require substantial additional capital
infusions in the near future in order to accomplish our business plan. There can
be no guarantee that we will be able to secure the capital necessary to carry
out our business plan on acceptable terms, or at all. As discussed in more
detail below, we intend to raise funds through a private placement of our equity
securities.

On January 18, 2000, we conducted a private placement of our securities, which
were offered and sold to 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,
which is to be used as general working capital. We sold a total of 4,260,000
units at a price of $0.20 per unit. Each unit consists of one share of our
common stock and one warrant to purchase an additional share of our common stock
at a price of $0.30 for a period of one year from the date of issuance ("First
Hold Period") and at a price of $0.50 for a period of one year from the end of
the First Hold Period.

We are currently offering our equity securities through a private placement that
is scheduled to close by November 30, 2000. The offering is a best effort, no
minimum, consisting of 2,000,000 units at $0.50 per unit. Each unit consists of
one share of our common stock and one warrant to purchase an additional share of
common stock at a price of $0.75 for a period of one year from the date of
issuance ("First Hold Period") and at a price of $1.00 for a period of one year
from the end of the First Hold Period. The common stock offered will not be
registered under the Securities Act of 1933 and may not be offered or sold in
the United States absent registration or an applicable exemption from
registration requirements.


                                       7
<PAGE>


This disclosure is not an offer to sell securities and is not a solicitation of
an offer to buy securities. Sales will be made only to accredited investors or
to persons that are not U.S. residents. No money or other consideration is being
solicited or will be accepted by way of this disclosure. The common stock
offered has not been registered with or approved by any state securities agency
or the United States Securities and Exchange Commission and will be offered and
sold pursuant to exemptions from registration. If all the units are sold, then
the net proceeds to XRAYMEDIA will be approximately $980,000. The proceeds will
be used for general working capital.

Proposed Acquisition of Assets. Pursuant to an Agreement dated May 30, 2000, the
Company agreed to purchase assets of Multi-Com Enterprises, Inc. Both parties
have agreed not to proceed with the aforementioned Agreement. Details of this
Agreement were reported in the quarterly report on Form 10-QSB which we filed
with the Securities and Exchange Commission on or about June 30, 2000.

Capital Expenditures. XRAYMEDIA made significant capital expenditures on
property or equipment for the development of our website, computer equipment and
servers over the periods covered by this and earlier reports. Our only planned
capital expenditure is related computer equipment. We are budgeting $200,000 for
this expenditure.

As of September 2000, we have completed our Phase 1 website testing and
development, announced April 24,2000, our Phase 2 website testing and
development, announced May 19,2000, and have entered into our Phase 3 website
testing, announced as a new Media SuperPortal and Media Auction test site. Our
estimated cash requirements are approximately $700,000 annually. The majority of
our cash requirements will be used for an office lease, personnel
costs,professional fees and equipment.

Income Tax Expense (Benefit). We have net operating loss carry forwards of
approximately $1,000,000, which will expire in 2013 and 2014.


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<PAGE>


                           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 decided to cancel
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.


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<PAGE>


                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has caused this Amendment No. 1 to Report on Form 10-QSB to be signed
on its behalf by the undersigned thereunto duly authorized.


                                        XRAYMEDIA.COM, INC.


DATED:  January 30, 2001               By: /s/ Raymond C. Dabney
                                            ---------------------
                                            Raymond C. Dabney,
                                            President and CEO


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