SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-K/A-1


         ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001

                         Commission File Number: 0-25667

                                MEDIUM4.COM, INC.
             (Exact name of registrant as specified in its charter)

          Delaware                                               13-4037641
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

              1220 Collins Avenue, Suite 100, Miami Beach, FL 33139
               (Address of principal executive offices)(Zip Code)

       Registrant's telephone number, including area code: (305) 538-0955

           Securities registered pursuant to Section 12(b) of the Act:
                     Common Stock, Par Value $0.01 Per Share
                    Redeemable Common Stock Purchase Warrants
                                (Title of Class)

           Securities registered pursuant to Section 12(g) of the Act:
                                      None

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

         Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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........

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. / /

         The aggregate market value of the Registrant's common stock held by
non-affiliates of the Registrant on March 31, 2001 was approximately $3,678,508.
As of March 31, 2002, there were 29,672,556 shares of our common stock
outstanding.

<PAGE>
                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

DIRECTORS AND EXECUTIVE OFFICERS

         The following table sets forth certain information with respect to each
of our current executive officers and directors.

NAME                 AGE       POSITION
----                 ---       --------
I. William Lane       79       Chairman of the Board of Directors
Jonathan Braun        51       Chief Executive Officer,
                               Chief Financial Officer and Director
Junichi Watanabe      46       Director

         I. William Lane, PhD has served as our Chairman of the Board since our
inception in 1998. Since 1994, he has served as a consultant to Lane Labs, a
natural medicine company founded upon Dr. Lane" teachings, primarily dealing
with cancer research. Since 1989, he has also been the Chairman of Cartilage
Consultants, Inc., a company that researches and provides consulting services
for the use of shark cartilage and other natural medicines. Dr. Lane is Chairman
of the Center of Contemporary Diplomacy, Inc. He received his B.S. and Masters
in Nutritional Science from Cornell University and his PhD in Agricultural
Biochemistry and Nutrition from Rutgers University.

         Jonathan Braun is the originator of the foreignTV.com concept. He has
served as our Chief Executive Officer and a director since our inception. He
currently also serves as our Principal Financial and Accounting Officer. From
1995 to 1997, Mr. Braun was the President of Marinex Multimedia Corporation, a
CD-rom publishing and Internet content provider company. He was the founder and,
from 1991 to 1995, the President of Marinex, Inc., a public relations firm. He
currently serves on the editorial board of Midstream, a monthly journal
specializing in Israel and the Middle East. Mr. Braun is also president of the
Center of Contemporary Diplomacy, Inc. He received his M.S. from the Columbia
University School of Journalism and his B.A. in Political Science from the City
College of New York, where he graduated phi beta kappa and magna cum laude. Mr.
Braun is a member of our compensation committee.

         Junichi Watanabe has served as one of our directors since 1999. Mr.
Watanabe, an executive with extensive international business experience, has
worked in the United Arab Emirates, Japan, Kuwait, Canada and other countries.
Mr. Watanabe is a graduate of Keio University, Tokyo, Japan with a degree in
economics. Mr. Watanabe is a member of our audit and compensation committee.

BOARD COMMITTEES; DIRECTOR COMPENSATION

         Our compensation committee consists of Junichi Watanabe and Jonathan
Braun, and our audit committee consists of Junichi Watanabe. The compensation
committee reviews our compensation policies and administers our stock option
plans. The audit committee reviews the scope of our audit, the engagement of our
independent auditors and their audit reports.

         All of our directors hold office until the next annual meeting of
stockholders and the election and qualification of their successors. Our
directors receive no compensation for serving on our board other than
reimbursement of reasonable expenses incurred in attending meetings. Officers
are elected annually by the board and serve at the direction of the board.

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<PAGE>
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT

         Section 16(a) of the Securities Exchange Act of 1934 requires our
officers and directors, as well as those persons who own more than 10% of our
common stock, to file reports of ownership and changes in ownership with the
SEC. These persons are required by SEC rule to furnish us with copies of all
Section 16(a) forms they file.

         Based solely on our review of the copies of such forms, or written
representations from certain reporting persons that no such forms were required,
we believe that during the year ended December 31, 2001, all filing requirements
applicable to our officers, directors and greater than 10% owners of our common
stock were complied with except that Inter Asset Japan LBO No. 1 Fund and David
Badner, each at differing times a greater than 10% stockholder, was not timely
in its or his filing, as applicable, of his initial statement of beneficial
ownership of our shares of common stock. Mr. Badner also was not timely in his
filing of one monthly report of one purchase transaction.

ITEM 11.    EXECUTIVE COMPENSATION

         The following table sets forth the aggregate compensation that we paid
during the year ended December 31, 2001 to our Chief Executive Officer and to
each of our other executive officers who earned in excess of $100,000 during
that year.

                           SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
                                                             LONG TERM COMPENSATION
                                 ANNUAL COMPENSATION                 Awards
                            -----------------------------   ------------------------
                                                   Other                    Number
                                                  Annual                   of Shares    All Other
    Name and                                      Compen-    Restricted    Underlying   Compen-
Principal Position   Year    Salary    Bonus(1)   sation    Stock Awards    Options     sation($)
------------------   ----   --------   --------   -------   ------------    -------     ---------
<S>                  <C>    <C>           <C>       <C>          <C>           <C>          <C>
Jonathan Braun       2001   $150,888      --        --           --            --           --
   Chief Executive   2000   $183,150      --        --           --            --           --
   Officer           1999   $156,900      --        --           --            --           --
</TABLE>

                        OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
                                                                              Potential
                  Number of                                               Realizable Value
                 Securities    Percent of Total   Exercise                at Assumed Annual
                 Underlying    Options Granted     price                    Rates of Stock
                 Option/SARs   to Employees in      per      Expiration   Price Appreciation
    Name           Granted       Fiscal Year      share($)      Date        for Option Term
--------------   -----------   ----------------   --------   ----------   ------------------
                                                                            5%($)    10%($)
                                                                          --------- --------
<S>                  <C>              <C>            <C>         <C>          <C>       <C>
Jonathan Braun       --               --             --          --           --        --
</TABLE>

                          FISCAL YEAR-END OPTION VALUES

                                                        Value of Unexercised
                    Value of Exercised Options          In-the Money Options
                       at September 30, 2001            at Fiscal Year-End($)
                    ---------------------------      ---------------------------
     NAME           EXERCISABLE   UNEXERCISABLE      EXERCISABLE   UNEXERCISABLE
--------------      -----------   -------------      -----------   -------------
Jonathan Braun          --             --                --              --

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<PAGE>
EMPLOYMENT ARRANGEMENTS

         Jonathan Braun entered into a five-year agreement with us, effective
commencing January 1, 1999, that sets forth the terms of his employment. Under
the terms of the agreement, Mr. Braun's annual base salary shall be $150,000,
with annual increases at a rate of not less than 10%. Mr. Braun will also
receive a one-time bonus of $25,000 if and when we first achieve profitability.
The agreement requires Mr. Braun to devote substantially his full-time business
efforts to our affairs. The agreement also provides for the payment of severance
to Mr. Braun in the event of our terminating his employment other than for
"cause." The severance will be an aggregate lump sum equal to one year of Mr.
Braun's minimum base salary at the date of termination, augmented by a like
amount for each year of prior employment.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table sets forth the number and percentage of outstanding
shares of our common stock as of March 31, 2002 by:

      -     each person that is known by us to beneficially own five percent or
            more of our common stock;

      -     each of our directors, nominated directors and named executive
            officers; and

      -     all of our directors and executive officers as a group.

                                          Number
                                         of Shares        Percentage
                                        Beneficially     of Beneficial
NAME                                      Owned(1)       Ownership(1)
------------------------------------    -------------    -------------
Inter Asset Japan LBO No. 1 Fund(3)     36,600,000(4)        70.83%
I. William Lane (5)                      2,595,750            8.75%
Jonathan Braun (6)                       3,013,900           10.16%
Junichi Watanabe                            30,833(7)          *  %
All executive officers and directors
as a group (3 persons)                   5,640,483           19.01%
---------
*        Less than 1.0%
(1)      As used in this table, beneficial ownership means the sole or shared
         power to vote, or direct the voting of, as security, or the sole or
         shared power to invest or dispose, or direct the investment or
         disposition, of a security. Except as otherwise indicated, all persons
         named herein have sole voting power and investment power with respect
         to their respective shares of our common stock, except to the extent
         that authority is shares by spouses under applicable law, and record
         and beneficial ownership with respect to their respective shares of our
         common stock. With respect to each stockholder, any shares issuable
         upon exercise of all options and warrants held by such stockholder that
         are currently exercisable or will become exercisable within 60 days of
         March 31, 2002 are deemed outstanding for computing the percentage of
         the person holding such options, but are not deemed outstanding for
         computing the percentage of any other person.

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<PAGE>
(2)      Except as otherwise indicated, percentage ownership of our common stock
         is based on 29,672,556 shares of our common stock outstanding as of
         March 31, 2002.

(3)      The address of Inter Asset Japan LBO No. 1 Fund is Atago Green Hills
         Mori Tower 35F, 2-5-1, Atago, Minato-Ku, Tokyo 105-6235, Japan.

(4)      Includes 20,000,000 shares of our common stock issuable upon conversion
         of our Series A Convertible Preferred Stock. Also includes 2,000,000
         shares of our common stock owned by PBAA JPY Fund Ltd., as well as an
         additional 2,000,000 shares underlying warrants; also includes 600,000
         shares of our common stock owned by The Terra Firma Fund Ltd. The
         ultimate control person of each of Inter Asset Japan LBO No. 1 Fund,
         PBAA JPY Fund Ltd. and The Terra Firma Fund Ltd. is Mr. Hiroki Isobe.

(5)      The address of Mr. Lane is 80 Woodland Road, Apt. 4, Short Hills, New
         Jersey 07078.

(6)      The address of Mr. Braun is 20 Holly Hill Lane, Katonah, New York
         10536.

(7)      Includes 3,333 shares of common stock underlying currently exercisable
         options.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

DOMAIN NAME LICENSE AGREEMENTS

         The Center of Contemporary Diplomacy, Inc. is a New York
not-for-profit, tax-exempt organization formed in 1997 for the purpose of
promoting and preserving world peace through public awareness and understanding
of diplomacy in international relations. The Center was founded by I. William
Lane, our Chairman, and Jonathan Braun, our Chief Executive Officer. Dr. Lane is
currently serving as the Center's chairman and Mr. Braun is the Center's
president.

         On January 1, 1999, we entered into exclusive license agreements with
the Center and Mr. Braun, personally. Each of the agreements has substantially
similar terms. The agreements afford us a 25-year exclusive license for
unlimited use of (I) 95 different Internet Web site addresses (domain names)
owned by the Center and (ii) 36 different addressed owned by Mr. Braun,
including the name of our corporate home page, medium4.com. These 135 names
constitute less than 10% of the approximately 1,500 domain names that we
currently use or plans to use.

         Each of our exclusive licenses include the right to sublicense the use
of the licensed Internet names to others. These agreements require us to pay the
Center or Mr. Braun, as the case may be, an annual license fee of $600 per
address for each of the first five years of the 25-year term, increasing by 5%
each year thereafter through the 13th year, by 7% each year thereafter through
the 21st year, by 10% each year through the 24th year and at a rate of $2,500
per address for the final year. These fees are payable irrespective of whether
or not we us any or all of such addresses. As of December 31, 2001, we were
delinquent in these payments to the extent of approximately $80,000. Both the
Center and Mr. Braun have waived any rights to collect these payments through
December 31, 2001.

                                       5
<PAGE>
         The annual payment by us to the Center was initially $57,000,
increasing to $237,500 for the final year. Our annual payment to Mr. Braun was
initially $21,600, increasing to $90,000 for the final year. In addition, we are
obligated to pay an annual maintenance fee for the addresses, currently $35 per
address, to a domain name registration service for each of the 25-year terms of
these agreements. We are also obligated to indemnify the Center and Mr. Braun
against any and all claims asserted against either of them relating to our use
of the addresses. In addition, our agreement with the Center requires us to
provide office space, on our premises, to the Center for three years for up to
four employees of the Center.

         The licenses will automatically renew upon their scheduled expiration
for additional terms of 25 years unless we, the Center and/or Braun agree
otherwise. However, we may unilaterally terminate either license at any time by
paying the Center or Braun, as the case may be, a sum equal to (I) the aggregate
license fees payable to such licensor in the year in which we terminate the
respective license and (ii) the aggregate respective license fee we would have
been required to pay in the immediately subsequent year.

         The Center and Mr. Braun have agreed that for the term of our license,
they will not register any further addresses containing the letters "TV" or
stating or implying streaming or any other similar aspect of our business.
Moreover, should they license any further addresses to us for our exclusive us,
our license fee shall b equal to the initial registration fee paid by the
licensor for its rights to use such addresses. Although we believe that the
terms of the respective licensing arrangements are no less favorable to us than
those we could have negotiated with persons having no relation to us, these
arrangements should be viewed by investors as being non-arms-length in their
nature.

INVESTMENT IN AFFILIATE

         We have a 10% ownership interest in our Japanese affiliate,
foreignTVJapan, Inc., a Japanese entity that is involved in our affiliates
program. In July 2000, we entered into an agreement with foreignTVJapan, Inc.,
amending our affiliate program in Japan. Under the amended agreement,
foreignTVJapan, Inc. agreed to double the affiliate license fees payable under
the original agreement and to pay a $300,000 lump sum on account of this
increase. Junichi Watanabe, one of our directors, has the right to attend the
meetings of the board of directors of foreignTVJapan, Inc. We do not exercise
significant influence over the operating or financial policies of this entity.

STOCK PURCHASE BY DIRECTOR'S SPOUSE

         In May 2001, we privately sold 297,600 shares of our common stock to
Betty Mandus Lane, the spouse of our chairman, I. William Lane, at a price of
$0.25 per share, being the market price of our common stock on the sale date, or
an aggregate of $74,400.

                                       6
<PAGE>
RELATIONSHIP WITH DAVID BADNER

         During the year ended December 31, 2001, David Badner, either directly
or through an affiliated entity, loaned us an aggregate of $178,759 to help
defray our cash flow needs. These loans bore no interest and were repaid prior
to December 31, 2001. Also during the year ended December 31, 2001, Mr. Badner
assisted us in negotiating the reduction of our accounts receivable to various
unaffiliated third parties, with resultant savings to us of approximately
$500,000. An insurance brokerage, of which Mr. Badner was a 50% owner, also paid
approximately $75,000 of our insurance premiums and replaced our several
insurance policies in effect at various times during that year with comparable
coverages at substantially lower rates, with resultant savings to us in excess
of $135,000 over an 18-month period. For these and other services rendered on
our behalf during the year ended December 31, 2001, as well as in the
immediately preceding year, we privately issued to Mr. Badner and to such
insurance brokerage 11,900,000 and 500,000 shares, respectively, of our common
stock. We valued these shares at the market price of our common stock on their
respective dates of issuance during fiscal 2001.


                                    SIGNATURE

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



Dated:  April 30, 2002                  Medium4.com, Inc.

                                        By:  /s/Jonathan Braun
                                            -----------------------
                                            Jonathan Braun
                                            Chief Executive Officer


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