XRAYMEDIA.COM INC



                             FILING  TYPE:     10QSB
                             DESCRIPTION:     QUARTERLY  REPORT
                             FILING  DATE:     MAY  21,  2001
                             PERIOD  END:     MAR  31,  2001


PRIMARY  EXCHANGE:     OVER  THE  COUNTER  INCLUDES  OTC  AND  OTCBB
                       TICKER:     XRMD

                                        1


                                TABLE OF CONTENTS


                                      10QSB

Item 1                                                     2
Balance Sheet                                              6
Table 2                                                    7
Table 3                                                    8
Table 4                                                    9
Table 5                                                   10
Table 6                                                   11
Cash Flow Statement                                       12
Cash Flow Statement 2                                     13
Item 2                                                    18
Part II                                                   18
Item 2                                                    18
Item 6                                                    18
                                     EX-27
EX 27                                                     20

                                        2


                       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,  2001.

     [ ] 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, 2001 was 36,580,778.

                                        3


                                TABLE OF CONTENTS

                                     PART I

ITEM  1.  FINANCIAL  STATEMENTS                                               5

ITEM  2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION   16


                                     PART II

ITEM  2.  CHANGES  IN  SECURITIES  AND  USE  OF  PROCEEDS.                   18

ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K                              18


SIGNATURES                                                                   19

INDEX  TO  EXHIBITS                                                          18

                                        4


                                     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,  2001 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]

                                        5


                              XRAYMEDIA.COM, INC.
                          (FORMERLY E-BIDD.COM, INC.)
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                            BALANCE SHEET (UNAUDITED)
                   THREE MONTHS ENDED MARCH 31, 2001 AND 2000


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


                                                              March  31
ASSETS                                                 2001               2000
--------------------------------------------------------------------------------
CURRENT  ASSETS

Cash                                            $     15,592       $    536,944
Subscription  receivables                             32,238             30,095
Pre-paids  and  deposits                              10,183             55,999
                                                ----------------      ----------
TOTAL  CURRENT  ASSETS                                58,013            623,038
                                                ---------------       ----------
FIXED  ASSETS
Furniture  and  equipment                             71,406             12,283
Accumulated amortization                             (10,146)              (614)
                                                ---------------       ----------
Net                                                   61,260             11,669
                                                ---------------       ---------
TOTAL ASSETS                                   $     119,273       $    634,707
                                                ===============       ==========
CURRENT  LIABILITIES

Accounts  payable
and  accrued  expenses                         $     189,834       $     66,706
Advances                                             465,997                  0
                                                ---------------       ----------
TOTAL  CURRENT  LIABILITIES                    $     655,831       $     66,706
                                                ----------------      ----------
STOCKHOLDERS  EQUITY  (DEFICIT)
(NOTE  B)

Common  Stock,  par  value  $.001;  100,000,000
shares  authorized;  issued  and outstanding
36,580,778  at  March  31,  2001  and 30,880,788
March 31, 2000,  respectively.                        36,581             30,881

Additional  paid  in  capital                      3,367,755          3,307,905
Deficit  at  inception  date                        (746,875)          (746,875)
Accumulated deficit during development stage      (3,194,019)        (2,023,910)
                                                 -------------      ------------
TOTAL  STOCKHOLDERS'  EQUITY                        (536,588)           568,001
                                                  ------------      ------------
(DEFICIT)
TOTAL  LIABILITIES  AND                        $     119,273        $   634,070
STOCKHOLDERS'  EQUITY                          =============       =============

                        See Notes to Financial Statements

                                        6


                              XRAYMEDIA.COM, INC.
                        (FORMERLY E-BIDD.COM.COM, INC.)
                      (A COMPANY IN THE DEVELOPMENT STAGE)
          STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT (UNAUDITED)
                THREE MONTHS ENDED MARCH 31, 2001 AND 2000, AND
THE PERIOD MARCH 1, 1994 (INCEPTION OF THE DEVELOPMENT STAGE), TO MARCH 31, 2001

<TABLE>
<CAPTION>
<S>                                    <C>                <C>               <C>
                                                                        Period from March 1,
                                                                       1994 (inception of the
                                    Three  Months      Three  Months     development stage)
                                   Ended  March  31   Ended  March  31         through
                                         2001              2000            March 31, 2001
------------------------------------------------------------------------------------------
COSTS  AND  EXPENSES

Personnel  Costs                         $      24,979      $           0      $      453,012
Occupancy  Costs                                26,289              4,091             180,336
Professional  Fees                              51,982            108,672             662,218
Marketing                                        3,459             19,336              63,685
Travel                                          11,188             23,783             151,405
Consulting                                      21,469             51,042             211,187
Interest  and  Bank  Charges                     3,064                719              10,425
Office  Supplies                                12,538             32,634             118,581
Communication                                    5,871              1,115              88,087
Insurance                                       10,404             14,859              80,509
Miscellaneous                                    2,644                  0              20,189
Transfer  Fees                                     793                  0              11,704
Depreciation  and  Amortization                  3,380                472              29,357
Bad  Debt  Expense                                   0                  0               5,400
Website/Internet/computer Expense               45,471             20,007             436,403
Investor  Relations                             13,662                 93              74,225
                                         -----------------------------------------------------
TOTAL  EXPENSES                          $     237,193      $     276,823      $    2,596,732
                                         =====================================================
</TABLE>

                            (CONTINUED ON NEXT PAGE)
                        See Notes to Financial Statements

                                        7


                              XRAYMEDIA.COM, INC.
                          (FORMERLY E-BIDD.COM, INC.)
                      (A COMPANY IN THE DEVELOPMENT STAGE)
  STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT (UNAUDITED) (Continued) THREE
MONTHS ENDED MARCH 31, 2001 AND 2000, AND THE PERIOD MARCH 1, 1994 (INCEPTION OF
                    THE DEVELOPMENT STAGE), TO MARCH 31, 2001

<TABLE>
<CAPTION>
<S>                               <C>                 <C>               <C>
                                                                     Period from March 1,
                                                                   1994 (inception of the
                                Three  Months       Three  Months     development stage)
                               Ended  March  31    Ended March 31         through
                                      2001              2000           March 31, 2001
------------------------------------------------------------------------------------------
OTHER  INCOME  (LOSS)
Revenue                                   0                  0                  44,985
Dissolution  of  Corp  Reports            0                  0                (503,507)
Other                                     0                  0                (138,774)
                                --------------------------------------------------------
                                          0                  0                (597,296)
                                --------------------------------------------------------
NET  EARNINGS  (LOSS)              (237,193)          (276,823)             (3,194,019)
ACCUMULATED  DEFICIT:
Beginning                        (2,956,826)        (2,493,962)
                                --------------------------------------------------------
Ending                      $    (3,194,019)   $    (2,770,785)        $    (3,194,019)
                            ============================================================
BASIC/DILUTED  LOSS  PER    $         (0.01)   $         (0.01)
SHARE  (Note  A)            ===================================

** March 31, 2000 has been restated to conform with subsequent presentations
</TABLE>

                        See Notes to Financial Statements

                                        8


                              XRAYMEDIA.COM, INC.
                          (FORMERLY E-BIDD.COM, INC.)
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                  STATEMENT OF STOCKHOLDERS' EQUITY (UNAUDITED)
  PERIOD FROM MARCH 1, 1994 (INCEPTION OF THE DEVELOPMENT STAGE), TO MARCH 31,
                                      2001

<TABLE>
<CAPTION>
<S>                       <C>           <C>             <C>               <C>            <C>            <C>           <C>
                                                                            Existing       Deficit
                                                                          Deficit at    Accumulated
                          Common Stock                     Additional     Inception of   during the                       Total
                           Number of                        Paid In        Development   Development       Note       Stockholders
                             Shares          Amount        in Capital         Stage        Stage         Receivable       Equity
-----------------------------------------------------------------------------------------------------------------------------------

BEGINNING
BALANCE

at  inception  of
development,
March 1, 1994                   201     $          0    $        746,875   $  (746,875)  $         0     $         0  $         0
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)              0            0
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           -                 -                   -             -       (50,165)              -            -
ending  12/31/96

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           -                 -                   -            -       (174,022)              -            -
ending  12/13/97
</TABLE>

                           (Continued onto next page)
                        See Notes to Financial Statements

                                        9

                              XRAYMEDIA.COM, INC.
                          (FORMERLY E-BIDD.COM, INC.)
                      (A COMPANY IN THE DEVELOPMENT STAGE)
            STATEMENT OF STOCKHOLDERS' EQUITY (UNAUDITED) (CONTINUED)
  PERIOD FROM MARCH 1, 1994 (INCEPTION OF THE DEVELOPMENT STAGE), TO MARCH 31,
                                      2001

<TABLE>
<CAPTION>
<S>                       <C>           <C>             <C>               <C>            <C>            <C>           <C>
                                                                            Existing       Deficit
                                                                          Deficit at    Accumulated
                          Common Stock                     Additional     Inception of   during the                       Total
                           Number of                        Paid In        Development   Development       Note       Stockholders
                             Shares          Amount        in Capital         Stage        Stage         Receivable       Equity
-----------------------------------------------------------------------------------------------------------------------------------

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:
For  cash                6,590,000             5,590             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
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             -             -         (30,095)           -
Shares  issued  for
performance plan        3,300,000              3,300                   -             -             -               -            -
net  loss  for  period
ending  12/31/99                -                  -                   -             -    (1,209,739)              -            -

BALANCES                 ---------------------------------------------------------------------------------------------------------
December 31,           34,330,778            $34,331          $3,367,755     $(746,875)  $(2,956,826)     $  (30,095)  $  331,710
2000
</TABLE>

                        See Notes to Financial Statements

                                       10


                              XRAYMEDIA.COM, INC.
                          (FORMERLY E-BIDD.COM, INC.)
                      (A COMPANY IN THE DEVELOPMENT STAGE)
            STATEMENT OF STOCKHOLDERS' EQUITY (UNAUDITED) (CONTINUED)
  PERIOD FROM MARCH 1, 1994 (INCEPTION OF THE DEVELOPMENT STAGE), TO MARCH 31,
                                      2001

<TABLE>
<CAPTION>
<S>                       <C>           <C>             <C>               <C>            <C>            <C>           <C>
                                                                            Existing       Deficit
                                                                          Deficit at    Accumulated
                          Common Stock                     Additional     Inception of   during the                       Total
                           Number of                        Paid In        Development   Development       Note       Stockholders
                             Shares          Amount        in Capital         Stage        Stage         Receivable       Equity
-----------------------------------------------------------------------------------------------------------------------------------

Shares  issued

Shares  issued  in
exchange  for
Performance  plan        2,250,000             2,250                   -             -             -              -             -
Net  loss  for
period  ending
3/31/01                          -                 -                   -             -      (237,193)       30,095              -
BALANCES               -----------------------------------------------------------------------------------------------------------
March 31, 2001          36,580,778    $       36,581      $    3,367,755   $  (746,875) $ (3,194,019)             -    $  536,558
                       ===========================================================================================================
</TABLE>

                        See Notes to Financial Statements

                                       11


                              XRAYMEDIA.COM, INC.
                          (FORMERLY E-BIDD.COM, INC.)
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                      STATEMENT OF CASH FLOWS (Unaudited)
                THREE MONTHS ENDED MARCH 31, 2001 AND 2000, AND

THE PERIOD MARCH 1, 1994 (INCEPTION OF THE DEVELOPMENT STAGE), TO MARCH 31, 2001

<TABLE>
<CAPTION>
<S>                                 <C>               <C>              <C>
                                                                       The Period from
                                                                        March 1, 1994
                                                                        (Inception of
                                            Three Months Ended         the development
                                                 March 31,              stage) through
                                           2001           2000         March  31,  2001
-----------------------------------------------------------------------------------------


CASH  FLOWS  FROM  OPERATING
ACTIVITIES:

Net  earnings  (loss)               $  (237,193)    $      (276,823)    $   (3,194,019)

Adjustment  to  reconcile  net  earnings
(loss)  to  net  cash  used  by  operating
activities

Depreciation and amortization             3,380                 614             29,357

Shares issued for performance plan        2,250                   0              5,550

Shares  issued  in  exchange  for  services
charged  to  Professional  fees               0              12,000             72,000
Abandonment  of  furniture  and  office
equipment                                     0                   0             30,809

Write-off  goodwill                           0                   0            464,831

CHANGES  IN  CURRENT  ASSETS
AND  CURRENT  LIABILITIES:

(Increase)  decrease  in  current  assets:

Pre-paids  and  deposits                    201             (55,999)           (10,183)
Accounts Receivable                       4,500                   0             (2,143)

(Increase) decrease
in current liabilities

Accounts payable and accrued expenses   34,572               51,706            179,834
Advances                               169,508                    0            465,997
                                   ----------------------------------------------------
NET  CASH  USED  FOR  OPERATING
ACTIVITIES                             (22,782)           (268,502)        (1,957,967)
                                   ----------------------------------------------------
</TABLE>

                            (Continued on next page)
                        See Notes to Financial Statements

                                       12


                              XRAYMEDIA.COM, INC.
                          (FORMERLY E-BIDD.COM, INC.)
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                STATEMENT OF CASH FLOWS (Unaudited) (Continued)
                THREE MONTHS ENDED MARCH 31, 2001 AND 2000, AND
THE PERIOD MARCH 1, 1994 (INCEPTION OF THE DEVELOPMENT STAGE), TO MARCH 31, 2001

<TABLE>
<CAPTION>
<S>                                 <C>               <C>              <C>
                                                                       The Period from
                                                                        March 1, 1994
                                                                        (Inception of
                                            Three Months Ended         the development
                                                 March 31,              stage) through
                                           2001           2000         March  31,  2001
-----------------------------------------------------------------------------------------

CASH  FLOWS  FROM  INVESTING
ACTIVITIES:
Acquisition of furniture and equipment    (3,748)         (12,283)           (121,426)
(Purchase) of goodwill                         0                0            (464,831)
Increase  in  Subscription  receivable         0          (30,095)            (30,095)
                                   ----------------------------------------------------
NET  CASH  (USED)  FOR
INVESTING  ACTIVITIES                     (3,748)         (42,378)           (616,352)
                                   ----------------------------------------------------
CASH  FLOWS  FROM  FINANCING
ACTIVITIES:
Issuances  of  notes  payable                  0                0           1,749,911
Sale  of  common  stock                        0          840,000             840,000

NET  CASH  PROVIDED  BY
FINANCING  ACTIVITIES                          0          840,000           2,589,911
                                   ---------------------------------------------------
NET  INCREASE  (DECREASE)  IN
CASH                                     (41,530)         529,120                 592
CASH,  beginning  of  period              42,122            7,824                   0
                                   ---------------------------------------------------
CASH,  end  of  period             $      15,592      $   536,944       $      15,592
                                   ===================================================
</TABLE>

Supplemental  Disclosure:

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

                        See Notes to Financial Statements

                                       13


                              XRAYMEDIA.COM, INC.
                          (FORMERLY E-BIDD.COM, INC.)
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                          NOTES TO FINANCIAL STATEMENTS
                   THREE MONTHS ENDED MARCH 31, 2001 AND 2000


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.

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  (2001  - 35,080,778; 2000 -
6,445,778).


c.  Going  Concern

XRAYMEDIA has had minor sales and suffered recurring losses from operations that
raise  substantial  doubt  about  its  ability  to  continue as a going concern.
Management  plans  in  regards  to  these  matters  is  to grow through business
combinations  rather  then  to  seek immediate, short-term earnings. However, in
order  to  support  existing  operations  and  to  fund  proposed  acquisitions,
additional bank, private and/or equity financing must be obtained. Additionally,
XRAYMEDIA  plans  to  increase its sales through its website, www.xraymedia.com.

Additionally,  the  company completed private placements that generated $860,000
in  cash  that was used mainly for working capital for the remainder of the year
2000.  The  cash  generated  through  the  private  placement was expected to be
sufficient  to cover all the operating cost for the period mentioned. Due to the
website  launch  delays  and  unexpected expenditures on internal development of
replacement auction software it was necessary for management to arrange advances
to  XRAYMEDIA.

d.  Year  2000  Compliance

As  of  March  31,  2001,  the company has not experienced any Y2K or subsequent
problems.


e.  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.

                                       14


f.  Issuance  of  Common  Stock

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

g.     Income  taxes

In  2000,  1999 and 1998 only the minimum state taxes were paid. The Company has
net operating loss carry forwards of approximately $2,100,000, which will expire
in  2013  and  2014.

h.     Functional  Currency

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


i.     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  carry  forwards  amounting to
approximately  $2,500,000.  Because  of  the  uncertainty  of  utilizing the net
operating  loss  carry  forward,  a  valuation allowance of the maximum has been
provided  against  the  deferred  tax  asset.

NOTE  B  -  FURNITURE  AND  EQUIPMENT

Property  and  equipment  at  December  31,  2000  consisted  of:

Furniture  and  equipment                      $71,406
Less:  Accumulated  depreciation               (10,146)
                                               --------
Furniture  and  equipment,  net                $61,260

Depreciation  expense  for  the  quarter  ended  March  31,  2001  was  $3,380.


NOTE  C  -  COMMON  STOCK

During  the  quarter ended March 31, 2001 2,250,000 shares were issued of common
stock, and during  the  year  ended December 31, 2000 3,300,000 shares were
issued of common stock  under  the  performance plan. Shares were issued to
unrelated parties who have  been  instrumental  in  the  future  planning  of
the  company.


NOTE  D  -  ACCOUNTS  PAYABLE  AND  ACCRUED  EXPENSES

Accounts  payable  and  accrued  expenses  at  March  31,  2001  consisted  of:

     Accounts  payable               $189,834
     Advances                         465,997
                                     --------
                                     $655,831
                                     ========

                                       15


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

General

As  used herein the terms "xray" and "xraymedia " refers to xraymedia.com, Inc.,
a  Minnesota  corporation, its subsidiaries and predecessors, unless the context
indicates  otherwise.  On  June  28,  2000 the name was changed from e-bidd.com,
inc.,  to  xraymedia.com inc. to avoid a potential conflict with another totally
separate  and  unrelated  company  by  a  similar  name, www.Ebid.com, that also
operated  as  an  Internet  auction  site.

XRAYMEDIA's  principal  business,  at  present,  is  a  general  Media  Internet
SuperPortal  currently  under development. 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.

XRAYMEDIA  intends  the  general  Media  SuperPortal  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  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, we have yet to produce a steady
revenue  stream.  XRAYMEDIA  launched  its general Media Internet SuperPortal 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 on
completing  testing  and  commencing  operations in our Media Auction before the
year  ending  2001,  but  we  realize  the software our current website uses may
become  obsolete  quickly,  as the software industry in general, and the type of
software we are currently using in particular, is a rapidly changing technology.
To  remedy  this  XRAYMEDIA  is  constantly  assessing  new  software technology
solutions  to  keep  up  with  the  current  software  Industry  trends.

Plan  of  Operation

XRAYMEDIA's  plan of operation for the  remainder  of the year 2001  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 2001, but XRAYMEDIA has generated minor
revenues from operations  including  media  service  sales  during  2000.

Losses

Net  losses  for the quarter ended March 31, 2001,  decreased to $237,193 from $
276,853  for  the  quarter  ended  March  31, 2000.  The  decrease in losses was
primarily  attributable  to  decreased  website  development  costs.

XRAYMEDIA  expects to continue to incur losses at least through fiscal year 2001
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.

                                       16


Expenses

General  and  administrative  expenses  for the quarter  ended  March 31,  2001,
decreased  to  $237,193  from  $ 276,823 for the quarter  ended March 31,  2000.
The decrease in general and administrative expenses were the result of decreased
website  development  costs, and lower professional (legal/accounting) fees.

Depreciation and amortization  expenses for the quarter ended March 31, 2001 and
March  31,  2000  were  $3,380  and  $  412,  respectively.

Liquidity  and  Capital  Resources

Cash flows  used by operations was $37,782 for the quarter ended March 31, 2001,
and $268,502 for the quarter ended March 31, 2000. The decrease in negative cash
flow  for  the  quarter  ended  March  31,  2001 was attributable to the partial
offsetting  of  expenses  by  short  term  borrowed  capital.

Cash  flows  generated  by  investing  activities  were $0 for the quarter ended
March 31, 2001,  and $ 42,378 for the quarter ended March 31, 2000. The decrease
in  negative  cash  flows for the  quarter  ended  March 31,  2001 is  primarily
attributable  to  the  limited  acquisition  of  website  development equipment.

Cash  flows  generated  from  financing  activities  was  $0  for  the  quarter
ended  March  31,  2001  and  $  840,000 for the quarter  ended  March 31, 2000.
XRAYMEDIA's  financing  activities  for  the  quarter  ended  March  31,  2000
primarily  consisted  of  the sale of the  XRAYMEDIA's  common stock pursuant to
private  placements.

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
twelve months. XRAYMEDIA intends to cover its cash needs over the  next  twelve
months  in  part  through  outside  advances,  but  primarily  through  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  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 was 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
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").

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 report 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  March  2001,  XRAYMEDIA's  website  is  in  its test stage and should be
operational  within  180  days.  XRAYMEDIA's  estimated  cash  requirements  are
approximately  $475,000  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  $2,500,000
Which will  expire  in  2013,  2014  and  2015.



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.

                                       17


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.

                                       18


                                   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 15, 2001
                            By: /s/ Raymond C. Dabney
                               Raymond C. Dabney,
                                President and CEO

                                       19


THIS  SCHEDULE  CONTAINS  SUMMARY  FINANCIAL  INFORMATION  EXTRACTED  FROM  THE
UNAUDITED  FINANCIAL  STATEMENTS  FOR  THE PERIOD ENDED MARCH 31, 2001 THAT WERE
FILED  WITH THE COMPANY'S REPORT ON FORM 10-QSB AND IS QUALIFIED IN ITS ENTIRETY
BY  REFERENCE  TO  SUCH  FINANCIAL  STATEMENTS.


 PERIOD  TYPE:                                          3-MOS
 FISCAL  YEAR  END:                               DEC-31-2001
 PERIOD  START:                                   JAN-01-2001
 PERIOD  END:                                     MAR-31-2001
 CASH:                                                 15,592
 SECURITIES:                                                0
 RECEIVABLES:                                          32,238
 ALLOWANCES:                                                0
 INVENTORY:                                                 0
 CURRENT  ASSETS:                                      58,013
 PP&E:                                                 71,406
 DEPRECIATION:                                         10,146
 TOTAL  ASSETS:                                       119,213
 CURRENT  LIABILITIES:                                655,831
 BONDS:                                                     0
 PREFERRED  MANDATORY:                                      0
 PREFERRED:                                                 0
 COMMON:                                               36,881
 OTHER  SE:                                          (573,139)
 TOTAL  LIABILITY  AND  EQUITY:                       104,273
 SALES:                                                     0
 TOTAL  REVENUES:                                           0
 CGS:                                                       0
 TOTAL  COSTS:                                        273,193
 OTHER  EXPENSES:                                           0
 LOSS  PROVISION:                                           0
 INTEREST  EXPENSE:                                      3064
 INCOME  PRETAX:                                     (273,193)
 INCOME  TAX:                                               0
 INCOME  CONTINUING:                                 (273,193)
 DISCONTINUED:                                              0
 EXTRAORDINARY:                                             0
 CHANGES:                                                   0
 NET  INCOME:                                        (273,193)
 EPS  BASIC:                                            (0.01)
 EPS  DILUTED:                                          (0.01)

                                       20