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

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

(Mark one)
|X|   Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities
      Exchange Act of 1934

For the quarterly period ended June 30, 1998

                                       or

|_|   Transitional Report Pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934

For the transition period from         to

                         Commission file number 1-14355


                                24/7 Media, Inc.
             (Exact name of registrant as specified in its charter)


              Delaware                                    13-3995672
(State or other jurisdiction of              (IRS Employer Identification No.)
 incorporation or organization)
                         

                                      7319
                    (Standard Industrial Classification Code)

         1250 Broadway, New York, NY                        10001
       (Address of principal executive offices)          (Zip Code)

                                 (212) 231-7100
              (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant 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  
                                       ---     ---


                      APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

              Class                           Outstanding at August 19, 1998
Common Stock, par value $.01 per share               15,390,573 Shares

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<PAGE>

                         24/7 MEDIA, INC. AND SUBSIDIARY

                                      INDEX


                                                                        Page No.

PART I.  FINANCIAL INFORMATION
         
Item 1.  Financial Statements
         
         Consolidated Balance Sheets..........................................3
         
         Consolidated Statements of Operations................................4
         
         Consolidated Statements of Cash Flows................................6
         
         Consolidated Statements of Stockholders' Equity (Deficit)............7
         
         Notes to Interim Financial Statements................................8
         
Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations ..............................................16


PART II. OTHER INFORMATION

Item 1.  Legal Proceedings...................................................30
                                                                         
Item 2.  Changes in Securities...............................................30
                                                                         
Item 3.  Defaults Upon Senior Securities.....................................30
                                                                         
Item 4.  Submission of Matters to a Vote of Security Holders.................30
                                                                         
Item 5.  Other Information...................................................30
                                                                         
Item 6.  Exhibits and Reports on Form 8-K....................................30


                                       2
<PAGE>

                                24/7 MEDIA, INC.
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                   December 31,      June 30,
                                                                                       1997            1998
                                                                                   ------------    ------------
                                                                                                   (unaudited)
                                 ASSETS
<S>                                                                                <C>             <C>         
Current Assets:
  Cash and cash equivalents ....................................................   $     93,945    $  2,628,222
  Accounts receivable, net of allowance for doubtful
      accounts of $63,723 and $342,174, respectively ...........................        176,034       4,920,773
  Prepaid expenses and other current assets ....................................         14,936         238,812
                                                                                   ------------    ------------
                    Total current assets .......................................        284,915       7,787,807
                                                                                   ------------    ------------

Property and equipment, net ....................................................        591,337       1,191,327
Goodwill, net ..................................................................             --      12,848,831
Deferred offering costs ........................................................        110,602         159,340
Intangible assets, net .........................................................          2,711           2,296
Deposits .......................................................................         49,376          85,262
                                                                                   ------------    ------------
                    Total assets ...............................................   $  1,038,941    $ 22,074,863
                                                                                   ============    ============

         LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
  Accounts payable .............................................................        882,696       3,587,593
  Accrued liabilities ..........................................................        471,205       2,617,935
  Loans payable-related party ..................................................             --         283,267
  Deferred revenue .............................................................         96,496          41,000
                                                                                   ------------    ------------
                    Total current liabilities ..................................      1,450,397       6,529,795
                                                                                   ------------    ------------

Senior convertible notes payable-related parties, net of debt
  discount of $158,348 and $16,017, respectively ...............................      2,316,511         483,983
Other liabilities ..............................................................             --          95,000

Mandatorily redeemable convertible preferred stock, 30,000,000 shares
  authorized; 13,624,507 shares issued and outstanding entitled to a liquidation
  preference of $1 per share plus unpaid dividends of 4% to 6% per annum
  ($185,126 in the aggregate at June 30, 1998) .................................             --      17,116,198

Stockholders' equity (deficit):
  Convertible preferred stock, $.01 par value; 500,000 shares authorized;
    158,144 and no shares issued and outstanding, respectively; with aggregate
    liquidation preference of $4,538,733 and $0, respectively ..................          1,581              --

  Common stock, $.01 par value; 100,000,000 shares
    authorized; 1,148,762 and 7,911,475 shares
    issued and outstanding, respectively .......................................         11,488          79,115
  Additional paid-in capital ...................................................     10,564,382      24,217,168
  Deferred stock compensation ..................................................             --        (401,140)
  Accumulated deficit ..........................................................    (13,305,418)    (26,045,256)
                                                                                   ------------    ------------
                    Total stockholders' equity (deficit) .......................     (2,727,967)     (2,150,113)
                                                                                   ------------    ------------

Commitments and contingencies

                    Total liabilities and stockholders' equity
                         (deficit) .............................................   $  1,038,941    $ 22,074,863
                                                                                   ============    ============
</TABLE>

See accompanying notes to consolidated financial statements.

                                        3
<PAGE>

                                24/7 MEDIA, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                     Three months ended June 30,
                                                     ---------------------------
                                                         1997            1998
                                                     ------------   ------------
                                                     (unaudited)
<S>                                                   <C>           <C>         
Revenues:
    Advertising.....................................  $   355,346   $  3,661,110
    Consulting and license fees.....................      630,588         39,178
                                                      -----------   ------------
                    Total revenues..................      985,934      3,700,288
Cost of revenues....................................      434,640      3,097,947
                                                      -----------   ------------

                    Gross profit............... ....      551,294        602,341
                                                      -----------   ------------

Operating expenses:
    Sales and marketing............. ...............      574,023      1,628,966
    General and administrative.......... ...........      829,763      1,801,077
    Product development.............  ..............      447,200        515,699
    Legal costs in connection with claim...... .....      123,843             --
    Write-off of acquired in-process technology.....           --      5,477,281
    Amortization of goodwill........................           --      1,471,291
                                                      -----------   ------------
                    Total operating expenses........    1,974,829     10,894,314
                                                      -----------   ------------
                    Loss from operations............   (1,423,535)   (10,291,973)

Interest income................. ...................        2,893         50,379
Interest expense, including amortization of
   debt discount of $0 and $4,575,
   respectively.....................................       (6,952)       (15,198)
                                                      -----------   ------------
                    Net loss........................   (1,427,594)   (10,256,792)

Cumulative dividends on preferred stock.............           --       (151,689)
                                                      -----------   ------------
Net loss attributable to common
   stockholders.....................................  $(1,427,594)  $(10,408,481)
                                                      ===========   ============
Net loss per share - basic..........................  $     (1.32)  $      (1.32)
                                                      ===========   ============
Weighted average shares used in basic 
    net loss per share calculation..................    1,079,116      7,892,251
</TABLE>
                                                          
          See accompanying notes to consolidated financial statements.

                                       4
<PAGE>

                                24/7 MEDIA, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                      Six months ended June 30,
                                                    ----------------------------
                                                         1997           1998
                                                    ------------   -------------
                                                     (unaudited)
<S>                                                  <C>           <C>         
Revenues:
    Advertising ...................................  $   744,238   $  4,736,944
    Consulting and license fees ...................    1,435,833         39,178
                                                     -----------   ------------
                    Total revenues ................    2,180,071      4,776,121
Cost of revenues ..................................      894,227      4,027,950
                                                     -----------   ------------

                    Gross profit ..................    1,285,844        748,171
                                                     -----------   ------------

Operating expenses:
    Sales and marketing ...........................    1,024,528      2,282,426
    General and administrative ....................    1,512,344      3,088,755
    Product development ...........................      846,723        515,699
    Legal costs in connection with claim ..........      123,843             --
    Write-off of acquired in-process technology ...           --      5,477,281
    Amortization of goodwill ......................           --      1,806,646
                                                     -----------   ------------
                    Total operating expenses ......    3,507,438     13,170,807
                                                     -----------   ------------
                    Loss from operations ..........   (2,221,594)   (12,422,636)

Interest income ...................................       16,575         75,884
Interest expense, including amortization of
   debt discount of $0 and $154,478,
   respectively ...................................       (6,952)      (207,960)
                                                     -----------   ------------
                    Net loss ......................   (2,211,971)   (12,554,712)

Cumulative dividends on preferred stock ...........           --       (185,126)
                                                     -----------   ------------
Net loss attributable to common
   stockholders ...................................  $(2,211,971)  $(12,739,838)
                                                     ===========   ============
Net loss per share - basic ........................  $     (2.05)  $      (2.32)
                                                     ===========   ============
Weighted average shares used in basic 
    net loss per share calculation ................    1,079,116      5,501,383
</TABLE>

          See accompanying notes to consolidated financial statements.
                                                          
                                       5
<PAGE>

                          24/7 MEDIA, INC.
                 CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                          Six months ended June 30,
                                                                        ---------------------------
                                                                            1997            1998
                                                                        -----------    ------------
                                                                        (unaudited)
<S>                                                                      <C>            <C>        
Cash flows from operating activities:
    Net loss..........................................................   (2,211,971)   (12,554,712)
    Adjustments to reconcile net loss to net cash used
       in operating activities:
    Depreciation and amortization of fixed assets.....................      130,552        150,990
    Amortization of debt discount.....................................        3,026        154,478
    Write-off of acquired in-process technology.......................           --      5,477,281
    Accrued interest on senior convertible notes-related
      parties.........................................................        6,952         11,213
    Imputed interest on note payable-related party....................           --          9,000
    Provision for doubtful accounts...................................       19,500         99,636
    Amortization of intangible assets.................................       13,042      1,806,646
    Non-cash compensation.............................................        3,918        508,100
    Changes in operating assets and liabilities:
        Accounts receivable...........................................       76,279     (2,895,589)
        Prepaid assets and other current assets.......................       14,962       (167,657)
        Deposits......................................................       (2,892)       (35,886)
        Accounts payable..............................................      364,016      1,054,761
        Accrued liabilities...........................................       81,425        803,016
        Deferred revenue..............................................   (1,011,429)       (55,496)
                                                                        -----------   ------------
                    Net cash used in operating activities.............   (2,512,620)    (5,634,219)
                                                                        -----------   ------------

Cash flows from investing activities:
    Cash received from acquisition....................................           --        168,839
    Cash paid for acquisition.........................................           --     (1,200,267)
    Purchase of property and equipment................................      (34,466)      (621,117)
                                                                        -----------   ------------
                    Net cash used in investing activities.............      (34,466)    (1,652,545)
                                                                        -----------   ------------

Cash flows from financing activities:
    Net proceeds from issuance of Mandatorily
      Redeemable Series A Preferred Stock.............................           --     10,060,002
    Deferred offering costs...........................................           --       (434,843)
    Proceeds from exercise of stock options ..........................           --         58,560
    Proceeds from senior convertible notes payable-
      related parties.................................................      510,000        150,000
    Repayment of notes payable-related parties .......................           --        (12,678)
    Proceeds from issuance of convertible preferred stock,
       net............................................................      500,011
                                                                        -----------   ------------
                       Net cash provided by financing activities......    1,010,011      9,821,041
                                                                        -----------   ------------
                        Net change in cash and cash equivalents.......   (1,537,075)     2,534,277

Cash and cash equivalents at beginning of period......................    1,689,395         93,945
                                                                        -----------   ------------

Cash and cash equivalents at end of period............................  $   152,320   $  2,628,222
                                                                        ===========   ============
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       6

<PAGE>

                                24/7 MEDIA, INC.
           CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

  Year Ended December 31, 1997 and Six Months Ended June 30, 1998 (unaudited)

<TABLE>
<CAPTION>
                                                                     Convertible                            Common stock     
                                                                     preferred stock                           voting               
                                                        ------------------------------------    ------------------------------------
                                                             Shares             Amount               Shares             Amount      
                                                        -----------------  -----------------    -----------------  -----------------
<S>                                                              <C>                  <C>              <C>                  <C>     
Balance as of January 1, 1997.........................            140,722           $ 1,407            1,079,116           $ 10,791 
Issuance of preferred stock...........................             17,422               174                   --                 -- 
Issuance of common stock to officer...................                 --                --               10,462                105 
Issuance of warrants in connection with senior                                                                                      
   convertible notes-related parties..................                 --                --                   --                 -- 
Senior convertible notes payable-related parties                                                                                    
   converted into common stock........................                 --                --               59,184                592 
Net loss..............................................                 --                --                   --                 -- 
                                                        -----------------  -----------------    -----------------  -----------------
Balance as of December 31, 1997.......................            158,144             1,581            1,148,762             11,488 
Issuance of warrants in connection with senior                                
     convertible notes-related parties................                 --                --                   --                 -- 
Issuance of warrants to former officer................                 --                --                   --                 -- 
Issuance of warrants to consultant....................                 --                --                   --                 -- 
Issuance of common stock for acquired businesses......                 --                --            5,278,167             52,781 
Issuance of common stock to officer...................                 --                --               56,250                563 
Issuance of stock options to employees................                 --                --                   --                 -- 
Amortization of deferred stock compensation...........                 --                --                   --                 -- 
Issuance of common stock to consultants...............                 --                --                5,909                 59 
Offering costs in connection with mandatorily                                                                                       
     redeemable convertible preferred stock...........                 --                --                   --                 -- 
Senior convertible notes payable-related parties                                                                                    
     converted into common stock......................                 --                --              750,586              7,505 
Convertible preferred stock converted into                                                                                          
     common stock.....................................           (158,144)           (1,581)             542,908              5,429 
Conversion of warrants into common stock......... ....                 --                --               99,119                993 
Imputed interest on loans payable-related parties.....                 --                --                   --                 -- 
Accrual of cumulative dividends on mandatorily                                                                                      
     redeemable convertible preferred stock..........                  --                --                   --                 -- 
Exercise of stock options.............................                 --                --               29,774                297 
Net loss for the period...............................                 --                --                   --                 -- 
                                                        -----------------  -----------------    -----------------  -----------------
Balance as of June 30, 1998...........................                 --           $    --            7,911,475           $ 79,115 
                                                        =================  =================    =================  ================ 
<CAPTION>
                                                          
                                                            Additional                            Deferred              Total    
                                                             paid-in           Accumulated          stock           stockholders'
                                                             capital             deficit         compensation      equity (deficit)
                                                        ----------------    ----------------    ----------------   ----------------
<S>                                                          <C>                <C>                    <C>            <C>      
Balance as of January 1, 1997.........................     $  9,737,594         $(7,999,590)         $       --      $  1,750,202
Issuance of preferred stock...........................          499,837                  --                  --           500,011
Issuance of common stock to officer...................           31,786                  --                  --            31,891
Issuance of warrants in connection with senior                                                                                 --
   convertible notes-related parties..................          201,000                  --                  --           201,000
Senior convertible notes payable-related parties                                                                               --
   converted into common stock........................           94,165                  --                  --            94,757
Net loss..............................................               --          (5,305,828)                 --        (5,305,828)
                                                        ----------------    ----------------    ----------------   ----------------
Balance as of December 31, 1997.......................       10,564,382         (13,305,418)                 --        (2,727,967)
Issuance of warrants in connection with senior         
     convertible notes-related parties................           12,156                  --                  --            12,156
Issuance of warrants to former officer................          450,000                  --                  --           450,000
Issuance of warrants to consultant....................           20,240                  --                  --            20,240
Issuance of common stock for acquired businesses......       10,768,786                  --                  --        10,821,567
Issuance of common stock to officer...................           89,437                  --             (90,000)               --
Issuance of stock options to employees................          331,500                  --            (331,500)               --
Amortization of deferred stock compensation...........               --                  --              20,360            20,360
Issuance of common stock to consultants...............           22,441                  --                                22,500
Offering costs in connection with mandatorily                                                                                  --
     redeemable convertible preferred stock...........         (229,105)                 --                  --          (229,105)
Senior convertible notes payable-related parties                                                                               --
     converted into common stock......................        2,124,909                  --                  --         2,132,414
Convertible preferred stock converted into                                                                                     --
     common stock.....................................           (3,848)                 --                  --                --
Conversion of warrants into common stock......... ....             (993)                 --                  --                --
Imputed interest on loans payable-related parties.....            9,000                  --                  --             9,000
Accrual of cumulative dividends on mandatorily                                                                                 --
     redeemable convertible preferred stock..........                --            (185,126)                 --          (185,126)
Exercise of stock options.............................           58,263                  --                  --            58,560
Net loss for the period...............................               --         (12,554,712)                 --       (12,554,712)
                                                        ----------------    ----------------    ----------------   ----------------
Balance as of June 30, 1998...........................     $ 24,217,168       $ (26,045,256)         $ (401,140)     $ (2,150,113)
                                                        ================    ================    ================   ================
</TABLE>
 
           See accompanying notes to consolidated financial statements.

                                       7
<PAGE>

                         24/7 MEDIA, INC. AND SUBSIDIARY
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) Summary of Operations and Significant Accounting Policies

(a) Summary of Operations and Basis of Presentation

24/7 Media, Inc. ("24/7 Media" or the "Company") operates networks of Web sites
that enable both advertisers and Web publishers to capitalize on the
opportunities presented by Internet advertising, direct marketing and commerce.
The Company generates revenues by delivering advertisements and promotions to
Web sites affiliated with the Company. The Company's network properties include
the 24/7 Network, the CliqNow! network, and the ContentZone, which are networks
of Web sites to which advertisements and promotions are served.

Inherent in the Company's business are various risks and uncertainties,
including its limited operating history, unproven business model and the limited
history of commerce on the Internet. The Company's success may depend in part
upon the emergence of the Internet as a communications medium, prospective
project development efforts, and the acceptance of the Company's solutions by
the marketplace.

24/7 Media was incorporated in Delaware on January 23, 1998 as a wholly owned
subsidiary of Interactive Imaginations, Inc. ("Interactive Imaginations"). On
February 25, 1998, pursuant to an Agreement and Plan of Merger dated February 2,
1998, the Company simultaneously consummated the merger of each of Petry
Interactive, Inc. ("Petry") and Advercomm, Inc. ("Advercomm") with and into the
Company (the mergers, together with a concurrent investment of approximately $10
million pursuant to a Securities Purchase Agreement dated February 25, 1998 (the
"Securities Purchase Agreement") by certain third party investors as well as an
existing investor of Interactive Imaginations, the "Initial Merger").

On April 9, 1998, Interactive Imaginations (24/7 Media's then parent) was merged
with and into the Company in a manner similar to a pooling of interests. As a
result, 24/7 Media's historical financial statements and results of operations
for all periods prior to the Initial Merger represent those of Interactive
Imaginations.

On April 13, 1998, the Company completed an Agreement and Plan of Merger to
acquire Intelligent Interactions Corporation ("Intelligent Interactions"). In
this transaction, the Company issued approximately 949,242 shares of common
stock, 3,561,505 shares of Series A mandatorily redeemable convertible preferred
stock, and 265,212, 265,212 and 136,553 of Class A, B and C Warrants, to
purchase common stock at exercise prices of $7.62, $11.42 and $3.81 per share,
respectively, for a total purchase price of $7,670,500. Based upon an
Independent Appraisal, which takes into account Replacement Costs of Assets,
Market Multiples and Present Value of Future After-Tax Earnings, approximately
$5,477,300 of the purchase price of Intelligent Interactions was allocated to
in-process technology. Because such in-process technology had not reached the
stage of technological feasibility at the acquisition date and had no
alternative future use, this amount was immediately written off by the Company.

As of June 1, 1998, the Company acquired the CliqNow! network ("CliqNow!") for
$1,295,000 and $3 million of the Company's Series B Mandatorilly Redeemable
Convertible Preferred Stock (plus acquisition costs of approximately $96,000)
for a total price of $4,390,800 (the Initial Merger together with the
acquisitions of Intelligent Interactions and CliqNow!, the "Acquisitions"). The
Company issued 3,000 shares of Series B Preferred Stock which


                                       8
<PAGE>

converted into 230,415 shares of common stock upon completion of the Company's
initial public offering in August 1998.

(b) Principles of Consolidation

The Company's unaudited consolidated financial statements as of June 30, 1998
and for the three and six month periods ended June 30, 1998 include (i) the
consolidated accounts of the Company, (ii) Petry and Advercomm from February 25,
1998, (iii) Intelligent Interactions from April 13, 1998, and (iv) CliqNow! from
June 1, 1998. For the three month and six month periods ended June 30, 1997, the
Company's historical results of operations only include the results of
Interactive Imaginations. All significant intercompany transactions and balances
have been eliminated in consolidation.

The Acquisitions have been accounted for using the purchase method of
accounting, and accordingly, the purchase price has been allocated to the
tangible and identifiable intangible assets acquired and liabilities assumed on
the basis of their fair values on the acquisition dates. The aggregate purchase
price of the Acquisitions was $19,144,600. Of this, approximately ($987,970) of
the aggregate purchase price was allocated to net tangible liabilities
consisting primarily of cash, accounts receivable, property and equipment,
accounts payable and accrued liabilities. The historical carrying amounts of
such net liabilities approximated their fair values. Approximately $5,477,300 of
the purchase price was allocated to acquired in-process technology and was
immediately written off by the Company. The purchase price in excess of the fair
value of identified tangible and intangible assets and liabilities assumed in
the amount of $14,655,270 was allocated to goodwill and is being amortized over
its estimated useful life of two years from the respective dates of acquisition.

The following unaudited pro forma consolidated amounts give effect to the
Acquisitions as if they had occurred at the beginning of the respective periods,
or date of inception, if later, by consolidating the results of operations of
Petry, Advercomm, Intelligent Interactions and CliqNow! for the three month and
six month periods ended June 30, 1997 and 1998.


<TABLE>
<CAPTION>
                                              Three months ended June 30,    Six months ended June 30,
                                              ---------------------------   ---------------------------
                                                  1997          1998           1997           1998
                                                  ----          ----           ----           ----
<S>                                           <C>           <C>            <C>           <C>         
Total revenues .............................  $ 1,231,310   $  4,165,676   $ 2,451,538   $  6,601,345
Net loss ...................................   (4,433,098)   (10,635,098)   (7,566,993)   (15,225,859)
Net loss attributable to common stockholders   (4,569,598)   (10,786,296)   (7,839,993)   (15,410,985)
Net loss per share--basic and diluted ......  $     (0.98)  $      (1.37)  $     (1.86)  $      (2.17)
Weighted average shares used in basic and
    diluted net loss per share calculation .    4,562,006      7,892,251     4,205,986      7,117,199
</TABLE>

(c) Interim Results

The consolidated financial statements as of June 30, 1998 and for the three
month and six month periods ended June 30, 1997 and 1998 are unaudited. In the
opinion of management, the unaudited consolidated financial statements have been
prepared on the same basis as the annual financial statements and reflect all
adjustments, which include only normal recurring adjustments, necessary to
present fairly the financial position as of June 30, 1998 and the results of the
Company's operations and its cash flows for the three month and six month
periods ended June 30, 1997 and 1998. The financial data and other information
disclosed in these notes to consolidated financial statements related to these
periods are unaudited. The results for the three month and six month periods
ended June 30, 1998 are not necessarily indicative of the results to be expected
for the year ending December 31, 1998.

Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to the Securities and Exchange
Commission's rules and regulations. It is suggested that these unaudited
consolidated financial statements be read in conjunction with the Company's
audited consolidated financial statements and notes thereto for the year ended
December 31, 1997 as included in the Company's Registration Statement on Form
S-1 filed with the Securities and Exchange Commission in August 1998.

                                       9
<PAGE>

(d) Stock Split

On July 20, 1998, the Company effected a 1-for-4 reverse stock split in
connection with its initial public offering. Accordingly, all references in the
consolidated financial statements to the number of shares and to per share
amounts have been retroactively restated to reflect these changes.

(e) Use of Estimates

The preparation of financial statements in accordance with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and the 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.

(f) Intangible Assets

Goodwill resulting from the acquisition of Internet advertising businesses is
estimated by management to be primarily associated with the acquired workforce,
contracts and technological know how. As a result of the rapid technological
changes occurring in the Internet industry and the intense competition for
qualified Internet professionals and customers, recorded goodwill is amortized
on a straight-line basis over the estimated period of benefit, which is two
years.

At each balance sheet date, the Company assesses the value of recorded goodwill
for possible impairment based upon a number of factors, including turnover of
the acquired workforce and the undiscounted value of expected future operating
cash flows in relation to each acquired company. To date, the Company has not
recorded any provisions for possible impairment of intangible assets.

(g) Deferred Offering Costs

At December 31, 1997 and June 30, 1998, specific incremental costs directly
attributable to the issuance of mandatorily redeemable convertible preferred
stock and initial public offering ("IPO") transactions, respectively, have been
deferred. The December 31, 1997 costs have been charged against additional
paid-in capital as a result of the Company's issuance of mandatorily redeemable
convertible preferred stock during the three months ended March 31, 1998. The
June 30, 1998 incremental costs incurred in connection with the Company's IPO
were charged against additional paid-in-capital when the initial public offering
occurred in August 1998.

(h) Revenue Recognition

The Company's advertising revenues are derived principally from short-term
advertising agreements in which the Company delivers advertising impressions or
full-page advertisements for a fixed fee to third party Web sites comprising the
24/7 Network, the CliqNow! network and the ContentZone. Revenues from
advertising are recognized in the period the advertising impressions are
delivered, provided that collection of the resulting receivables is probable.

Third party Web sites which register Web pages with the Company's networks and
display advertising banners on those pages are commonly referred to as
"Affiliated Web sites." These third party Web sites are not "related party"
relationships or transactions as defined in Statement of Financial Accounting
Standards No. 57, "Related Party Disclosures." The Company pays its Affiliated
Web sites a service fee 


                                       10
<PAGE>

for providing advertising space to the Company's networks. The Company becomes
obligated to make payments to such Affiliated Web sites, which have contracted
with the Company to be part of the Company's networks, in the period the
advertising impressions are delivered. Such expenses are classified as cost of
revenues in the consolidated statements of operations.

The Company's licensing revenue is derived principally from software licensing
fees and fees from maintenance, consulting and support of its software.
Licensing fees are recognized as performance occurs under the terms of the
applicable agreement. Expenses from the Company's licensing revenues are
primarily payroll costs to deliver, modify and support the software. These
expenses are classified in cost of revenues in the consolidated statements of
operations and were not material.

At December 31, 1997 and June 30, 1998, accounts receivable included
approximately $56,000 and $2,068,214, respectively, of unbilled receivables, all
of which have been subsequently billed.

The Company historically traded advertisements on its Web properties in exchange
for advertisements on the Internet sites of other companies or for goods that
were used as prizes for its Riddler game site. Barter and prize revenue and
expenses are recorded at the fair market value of services or products provided
or received, whichever is more determinable in the circumstances. Revenue from
barter transactions is recognized as income when advertisements are delivered on
the Company's Web properties. Barter expense is recognized when the Company's
advertisements are run on other companies' Web sites, which is typically in the
same period when the barter revenue is recognized. The Company expects that
barter and prize revenue will continue to represent an insignificant percentage
of total revenues in the future.

(i) Stock-Based Compensation

The Company accounts for stock-based employee compensation arrangements in
accordance with provisions of APB No. 25, "Accounting for Stock Issued to
Employees," and complies with the disclosure provisions of Statement of
Financial Accounting Standards ("SFAS") 123, "Accounting for Stock-Based
Compensation." Under APB No. 25, compensation cost is recognized based on the
difference, if any, on the date of grant between the fair value of the Company's
stock and the amount an employee must pay to acquire the stock. During the six
month period ended June 30, 1998, the Company recorded a deferred compensation
charge of approximately $401,000. Such amount has been presented as a reduction
in stockholders' equity (deficit) and is being amortized to compensation costs
over the vesting period of the applicable options, which is generally four
years.

The Company accounts for non-employee stock-based awards in which goods or
services are the consideration received for the equity instruments issued based
on the fair value of the consideration received or the fair value of the equity
instruments issued, whichever is more reliably measurable.

(j) Loss Per Share

Loss per share is presented in accordance with the provisions of SFAS 128,
Earnings Per Share, and the Securities and Exchange Commission Staff Accounting
Bulletin No. 98. SFAS 128 replaced the presentation of primary and fully diluted
earnings (loss) per share (EPS), with a presentation of basic EPS and diluted
EPS. Under SFAS 128, basic EPS excludes dilution for common stock equivalents
and is computed by dividing income or loss available to common shareholders by
the weighted average number of common shares outstanding for the period. Diluted
EPS reflects the potential dilution that could occur if securities or other
contracts to issue common stock were exercised or converted into common stock
and resulted in the issuance of common stock. Only basic EPS is presented, as
all common stock equivalents


                                       11
<PAGE>

are anti-dilutive for each of the periods presented. Anti-dilutive potential
common shares outstanding were 513,490 and 8,762,577 at June 30, 1997 and 1998,
respectively.

Net loss applicable to common stockholders for the three month and six month
periods ended June 30, 1998 has been increased to give effect to $151,689 and
$185,126, respectively, of cumulative dividends on mandatorily redeemable
convertible preferred stock.

(k) Recent Accounting Pronouncements

The Company adopted the provisions of SFAS 130, "Reporting Comprehensive Income"
in the quarter ended March 31, 1998. SFAS 130 requires the Company to report in
its financial statements, in addition to its net income (loss), comprehensive
income (loss), which includes all changes in equity during a period from
non-owner sources including, as applicable, foreign currency items, minimum
pension liability adjustments and unrealized gains and losses on certain
investments in debt and equity securities. There were no differences between the
Company's comprehensive loss and its net loss as reported.

In April 1998, the American Institute of Certified Public Accountants issued
Statement of Position 98-1, "Accounting for the Costs of Computer Software
Developed or Obtained for Internal Use" ("SOP 98-1"). SOP 98-1 provides guidance
for determining whether computer software is internal-use software and on
accounting for the proceeds of computer software originally developed or
obtained for internal use and then subsequently sold to the public. It also
provides guidance on capitalization of the costs incurred for computer software
developed or obtained for internal use. The Company has not yet determined the
impact, if any, of adopting SOP 98-1, which will be effective for the Company's
year ending December 31, 1999.

In June 1997, the FASB issued SFAS 131, "Disclosure about Segments of an
Enterprise and Related Information." SFAS 131 establishes standards for the way
that public business enterprises report information about operating segments. It
also establishes standards for related disclosures about products and services,
geographic areas and major customers. SFAS 131 is effective for fiscal years
beginning after December 15, 1997. The Company has determined that it does not
have any separately reportable business segments.

In June 1998, the FASB issued SFAS 133, "Accounting for Derivative Instruments
and Hedging Activities." SFAS 133 establishes accounting and reporting standards
for derivative instruments, including derivative instruments embedded in other
contracts, and for hedging activities. SFAS 133 is effective for all fiscal
quarters of fiscal years beginning after June 15, 1999. This statement is not
expected to affect the Company, as the Company currently does not have any
derivative instruments or hedging activities.

(2) Balance Sheet Components

<TABLE>
<CAPTION>
                                                             December 31, 1997     June 30, 1998
                                                            -------------------   ---------------
                                                                                  (unaudited)
<S>                                                           <C>                 <C>        
Property and Equipment, Net                                                      
       Computer equipment                                     $    972,283          $  1,662,618
       Furniture and fixtures                                           --               102,299
       Leasehold improvements                                           --                18,590
                                                                                    ------------
                                                                   972,283             1,783,507
       Less accumulated depreciation and amortization             (380,946)             (592,180)
                                                              ------------          ------------
                                                              $    591,337          $  1,191,327
                                                              ============          ============
                                                                                   
Goodwill                                                            
       Goodwill                                                        $--          $ 14,655,270
       Less accumulated amortization                                    --            (1,806,439)
                                                              ------------          ------------
                                                                       $--          $ 12,848,831
                                                              ============          ============
                                                                                   
Accrued Liabilities                                                                
       Professional fees                                      $    225,691          $    104,880
       Employee commissions and expenses                                --               917,273
       Ad management fees                                               --               311,628
       Affiliate royalties                                          81,384               723,407
       Rent and lease obligations                                       --               126,232
       Other                                                       164,130               434,515
                                                              ------------          ------------
                                                              $    471,205          $  2,617,935
                                                              ============          ============
</TABLE>

(3) Loan Payable - Related Party

In connection with the Petry acquisition, Petry Media Corporation agreed to lend
an aggregate of $300,000 to the Company during the period from September 29,
1997 to December 31, 1997. The loan is repaid through the payment of 5% of the
gross commissions or other revenues received by the Company, after deducting
advertising agency commissions and Web site royalties. In accordance with Staff
Accounting Bulletin Topic 5:T, the Company has imputed an interest cost because
this loan has no stated 


                                       12
<PAGE>

interest rate. The imputed interest rate used was based on a market rate of
interest of 12%. At June 30, 1998, $283,267 of the loan was outstanding.

(4) Common Stock, Preferred Stock and Warrants

Common Stock

On February 25, 1998, as part of the acquisition of Petry and Advercomm, the
Company issued an aggregate of 4,328,925 shares of common stock.

In February 1998, the Company awarded to the President of the Company 56,250
shares of restricted common stock which were granted at the fair market value of
the Company's common stock of $1.60 per share determined by an independent
appraisal of the Company's common stock in connection with the Initial Merger,
and which vest over a three year period. In connection with this issuance, the
Company is recognizing compensation expense of $90,000 ratably over a three year
period. For the three month and six month periods ended June 30, 1998, the
Company recognized $7,500 and $10,000 in compensation expense, respectively.

Mandatorily Redeemable Convertible Preferred Stock

On February 25, 1998, the Company entered into the Securities Purchase Agreement
for the sale and issuance of 10,060,002 shares of mandatorily redeemable
convertible preferred stock--Series A, par value $.01 per share ("Series A"),
1,320,904 Class A warrants to purchase common stock at an exercise price of
$7.62 per share ("Class A Warrants"), and 1,320,904 Class B warrants to purchase
common stock at an exercise price of $11.42 per share ("Class B Warrants") in a
private placement for total proceeds of $10,060,002.

On April 13, 1998, as part of the acquisition of Intelligent Interactions, the
Company issued 949,242 shares of common stock, 3,561,505 shares of mandatorily
redeemable convertible preferred stock, 265,152 Class A Warrants, 265,152 Class
B Warrants and 136,553 Class C warrants to purchase common stock at an exercise
price of $3.81 per share ("Class C Warrants").

As of June 1, 1998, as part of the acquisition of CliqNow!, the Company issued
3,000 shares of Series B convertible redeemable preferred stock, par value $.01
per share ("Series B").

The Series A and Series B shareholders are entitled to receive, when and as
declared by the Board of Directors out of funds legally available, dividends at
a rate of $0.04 and $60.00 per share per annum, respectively. As of June 30,
1998, aggregate unpaid dividends on Series A and Series B shares were $185,126.
Such dividends were cancelled pursuant to the Securities Purchase Agreement
effective August 1998 since the Company consummated a qualified initial public
offering (as defined in the Securities Purchase Agreement) prior to January 31,
1999.

Each Series A and Series B share was automatically converted into common shares
at their respective conversion prices simultaneously with the closing of the
IPO.

Warrants

On February 24, 1998, Interactive Imaginations and an executive entered into a
separation agreement ("Separation Agreement") pursuant to which the executive's
employment as an executive, but not as a Director, of Interactive Imaginations

                                       13
<PAGE>

was terminated as of February 24, 1998. Interactive Imaginations agreed to issue
to the executive Class C Warrants to purchase up to 625,000 shares of Common
Stock. Accordingly, the Company recorded an expense of $450,000 during the three
month period ended March 31, 1998 in connection with this transaction based upon
an independent valuation of the Class C Warrants.

All warrants are exercisable and have expiration dates generally five years from
the date of grant.

(5) 1998 Stock Incentive Plan

On July 20, 1998, the board of directors and stockholders of the Company
approved the 1998 Stock Incentive Plan as amended (the "Plan"). The following is
a summary of the material features of the Plan. This Plan replaced the 1995
Stock Option Plan as Amended.

All employees of and consultants to the Company are eligible under the Plan.
Grants under the Plan shall be determined by the Company's Stock Incentive
Committee. The Plan provides for the grant of any or all of the following types
of awards: (i) stock options, including incentive stock options and
non-qualified stock options; (ii) stock appreciation rights, in tandem with
stock options or free standing; and (iii) restricted stock. In addition, the
Plan provides for the non-discretionary award of stock options to non-employee
directors of the Company.

A maximum of 3,000,000 shares of Common Stock may be issued or used for
reference purposes pursuant to the Plan. The maximum number of shares of Common
Stock subject to each of stock options or stock appreciation rights that may be
granted to any individual under the Plan is 187,500 for each fiscal year during
the term of the Plan. If a stock appreciation right is granted in tandem with a
stock option, it shall be applied against the individual limits for both stock
options and stock appreciation rights, but only once against the maximum number
of shares available under the Plan.

Subsequent to December 31, 1997, the Company granted a total of 833,554 stock
options: 440,750 of such were at an exercise price of $4.00 per share, 180,000
of such were at an exercise price of $6.00 per share and 212,804 of such were
assumed as a result of the acquisition of Intelligent Interactions at exercise
prices ranging from $0.16 to $0.48 per share.

The Company has recorded a deferred compensation charge of approximately
$331,500 in the second quarter of 1998 in connection with the grant of
approximately 300,000 stock options to employees at a weighted average exercise
price of $5.74 per share, representing the difference between the deemed fair
value of the Company's Common Stock for accounting purposes and the exercise
price of such options at the date of grant. Such amount is presented as a
reduction of stockholders' equity (deficit) and amortized over the vesting
period of the applicable options, generally over four years. Amortization of
deferred stock compensation is recorded in general and administrative expense in
the statement of operations.

(6) Supplemental Cash Flow Information

The amount of cash paid for interest was $2,893 and $50,317 for the three months
ended June 30, 1997 and 1998, respectively, and $16,576 and $75,821 for the six
months ended June 30, 1997 and 1998, respectively.

Non-cash financing activities:

During the six months ended June 30, 1998, the Company converted 158,144 shares
of convertible preferred stock into 542,908 shares of common stock, converted
$2,056,250 of senior convertible notes 


                                       14
<PAGE>

payable--related parties, plus accrued interest, into 750,586 shares of common
stock, and outstanding warrants were converted into 99,119 shares of common
stock. Additionally, for the six month period ended June 30, 1998, the Company
recorded interest expense related to imputed interest payable on loan payable -
related party of $9,000.

During the six months ended June 30, 1998, the Company issued an aggregate of
5,278,167 shares of common stock, 3,561,505 Series A shares, 3,000 Series B
shares, 265,212 Class A Warrants, 265,212 Class B Warrants and 136,553 Class C
Warrants in connection with the acquisitions of Petry, Advercomm, Intelligent
Interactions and CliqNow!.

In February 1998, the Company issued warrants to a former executive for $450,000
(see Note 4).

In April 1998, the Company issued 5,909 shares of common stock to a consultant
for $22,500.

(7) Initial Public Offering

In August 1998, the Company completed an offering of 3,550,000 shares of its
common stock, par value $.01 per share, in an initial public offering at an
offering price of $14.00 per share. Proceeds to the Company from this initial
public offering totaled $45.0 million, net of offering costs of $1.2 million.



                                       15
<PAGE>



                      MANAGEMENT'S DISCUSSION AND ANALYSIS
               OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion contains forward-looking statements within the meaning
of federal securities law. Such statements can be identified by the use of
forward-looking terminology such as "may," "will," "expect," "anticipate,"
"estimate," "continue" or other similar words. These statements discuss future
expectations, contain projections of results of operations or of financial
condition or state other "forward-looking" information. Although management
believes that the expectations reflected in such forward-looking statements are
based on reasonable assumptions, certain factors such as rapid changes in the
markets in which the Company competes or general economic conditions might cause
a difference between actual results and such forward-looking statements. When
considering such forward-looking statements, prospective investors should
consider the "Risk Factors" and other cautionary statements in this report.

General

The Company enables both advertisers and Web publishers to capitalize on the
many opportunities presented by Internet advertising, direct marketing and
electronic commerce. In particular, 24/7 Media: (i) operates the 24/7 Network, a
network of over 85 high profile Affiliated Web sites to which the Company
delivered an aggregate of over 340 million advertisements in June 1998; (ii)
operates the CliqNow! network, a network of over 75 medium to large-sized
Affiliated Web sites to which the Company delivered an aggregate of over 55
million advertisements in June 1998; (iii) operates the ContentZone, a network
of over 2,000 small to medium-sized Affiliated Web sites to which the Company
delivered an aggregate of over 40 million advertisements in June 1998; (iv)
licenses its Adfinity(TM) advertising management system to independent Web sites
to manage and serve high-volume advertising and direct marketing campaigns; and
(v) markets its dbCommerce(TM) software to e-commerce merchants to enable the
delivery of targeted promotions.

The Company is the result of several recent mergers and acquisitions and the
combination of these predecessor entities has resulted in an integrated Internet
advertising company with both media sales and technology expertise. Petry
established the network business model and contributed its network of Web sites
which became the foundation for the 24/7 Network. Advercomm folded several high
profile Web sites into the 24/7 Network, which increased the breadth of content
available on the 24/7 Network and accelerated the Company's ability to organize
its Affiliated Web sites into channels. Interactive Imaginations' ContentZone
provided the Company with the ability to offer advertising solutions for small
to medium-sized Web sites. The acquisition of CliqNow! added a network of over
75 medium to large-sized Web sites to the Company's diverse portfolio of
Affiliated Web sites. Intelligent Interactions provided the Company with ad
serving and targeting technology, which is expected to become the technology
platform for the Company's networks. Management believes that the combination of
these predecessor entities has enabled the Company to offer advertisers and Web
publishers comprehensive advertising solutions and to pursue its objective of
becoming the leading Internet advertising and direct marketing firm.

The Company sells its products and services through its sales and marketing
staff located in New York, Chicago, Dallas, Los Angeles, San Francisco, Seattle
and the Washington, D.C. area. The Company generates substantially all of its
revenues by delivering advertisements and promotions to Affiliated Web sites on
its networks. Advertisements delivered by the Company are typically sold
pursuant to purchase order agreements with advertisers which are short-term in
nature or subject to cancellation.

                                       16
<PAGE>


The pricing of ads is based on a variety of factors, including the gross dollar
amount spent on the advertising campaign and whether the campaign is delivered
on a specific Web site basis, a channel basis or a run of network basis. The
Company strives to sell 100% of its inventory through the combination of
advertisements sold on a "CPM" basis (the cost to the advertiser to run 1,000
ads) and a "cost-per-action" basis (whereby revenues are generated if the user
responds to the ad with an action, such as an inquiry or a purchase of the
product advertised). The Company has recently started to sell sponsorship
advertising, which involves a greater degree of coordination among the Company,
the advertiser and Affiliated Web sites. These sponsorships are generally priced
based on the length of time that the sponsorship runs, rather than on a CPM
basis.

Advertising revenues are recognized in the period that the advertisement is
delivered, provided that no significant obligations remain. In nearly all cases,
the Company recognizes revenues generated from advertising sales, net of any
commissions paid to advertising agencies on behalf of their clients. The Company
pays its Affiliated Web sites a service fee calculated as a percentage of
revenues generated by advertisements run on the Web site, which amount is
included in cost of revenues. In addition, the Company is generally responsible
for billing and collecting for advertisements delivered to its networks.
Revenues relating to sponsorship advertising are recognized ratably over the
sponsorship period. In addition, the Company generates revenue from licensing
its Adfinity(TM) technology to third party Web publishers. To date, revenue from
licensing Adfinity(TM) to third parties has not comprised a significant
percentage of the Company's total revenues.

The Company expects to generate most of its revenues for the foreseeable future
from advertisements delivered to Affiliated Web sites on its networks. The
Company's strategy is to aggressively recruit Web sites of all sizes for its
networks in order to extend the Company's reach and to provide advertisers with
a broad base of page views and online content. For the three months ended June
30, 1998, no Affiliated Web site accounted for over 14% of the Company's total
advertising revenue and the top ten Web sites accounted for approximately 44% of
the Company's advertising revenue.

24/7 Media delivered an aggregate of 440 million ad impressions during the month
of June 1998, compared to 325 million ad impressions during the month of March
1998, an increase of 35 percent. The company added a number of marquee Web sites
during the second quarter, including MapQuest, The Mining Company, Talk City,
World Pages and Delphi Internet. Results of the Company's Web site recruitment
efforts have accelerated in the Company's third quarter with the addition of
many marquee sites, including SportsNetwork.com, Reuter's Health and Server.com,
and the Company expects ad impression levels for its third quarter ending
September 30, 1998 to reflect an accelerated rate of growth. According to Media
Metrix, the three 24/7 Media networks reached 36.6%, or more than one third, of
all Internet users in June 1998. The Company believes that this reach figure is
among the highest in the Internet advertising industry.

In addition, for the three months ended June 30, 1998, no single advertiser
accounted for over 12% of the Company's total advertising revenue and the top
ten advertisers and ad agencies accounted for approximately 38% of the Company's
advertising revenue. Recently, CardSecure, the Company's largest advertiser
during the second quarter of 1998, has substantially reduced its advertising
with the Company, and has accounted for less than 5% of the Company's revenues
since June 30, 1998. The Company believes that such reduction will not have a
material effect on the financial condition of the Company.

The Company believes that, due to the Acquisitions, the period-to-period
comparisons of its historical operating results are not meaningful and should
not be relied upon as indicative of future performance. The Company's prospects
should be considered in light of the risks, expenses and difficulties
encountered by companies in the early stages of development, particularly
companies in the rapidly evolving Internet 


                                       17
<PAGE>

market. Although the Company has experienced revenue growth in recent periods,
it anticipates that it will incur operating losses for the foreseeable future
due to a high level of planned operating and capital expenditures. In
particular, the Company expects to increase its operating expenses in order to
expand its sales and marketing organization and to enhance its Adfinity(TM)
technology.

Pro Forma Results of Operations

Because the Company has a limited operating history, the Company has included
its results of operations on a pro forma basis in order to better understand the
Company's business as a result of the combination of the businesses of Petry,
Advercomm, Interactive Imaginations, Intelligent Interactions and CliqNow!. The
following unaudited pro forma consolidated statements of operations give effect
to the Acquisitions as if they had occurred on January 1, 1997 (or inception, if
later) by consolidating the results of operations of the acquired entities with
the results of operations of 24/7 Media for the three month and six month
periods ended June 30, 1997 and 1998.

As a result, for pro forma purposes, amortization of goodwill has been
recognized beginning in the first quarter of pro forma 1997 and the one-time
write-off of in-process technology has been excluded. For financial reporting
purposes (i) amortization of goodwill will be recognized over a two year period
from the respective dates of the acquisitions, and (ii) the write-off of
acquired in-process technology of approximately $5.5 million related to the
Intelligent Interactions acquisition has been recognized in the second quarter
of 1998 (the date of acquisition).

The unaudited pro forma consolidated statements of operations are not
necessarily indicative of the operating results that would have been achieved
had the transactions been in effect as of the beginning of the periods presented
and should not be construed as being representative of future operating results.

                                24/7 MEDIA, INC.
                 PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                             Three months ended June 30,     Six months ended June 30,
                                            ----------------------------  -------------------------------
                                                1997           1998            1997              1998
                                            -----------    ------------   -------------     -------------
                                            (unaudited)                     (unaudited)
<S>                                         <C>             <C>             <C>             <C>         
Revenues:
  Advertising ...........................   $   591,722     $ 4,126,498     $ 1,006,705     $  6,473,805
  Consulting and license fees ...........       639,588          39,178       1,444,833          127,540
                                            -----------     -----------     -----------     ------------
                    Total revenues ......     1,231,310       4,165,676       2,451,538        6,601,345

Cost of revenues ........................       604,715       3,349,641       1,083,680        5,242,372
                                            -----------     -----------     -----------     ------------

                    Gross profit ........       626,595         816,035       1,367,858        1,358,973
                                            -----------     -----------     -----------     ------------

Total operating expenses ................     5,058,393       6,009,963       8,947,693       10,964,970
                                            -----------     -----------     -----------     ------------
                    Loss from operations.    (4,431,798)     (5,193,928)     (7,579,835)      (9,605,997)

Net interest income (expense) ...........        (1,300)         36,111          12,842         (142,581)
                                            -----------     -----------     -----------     ------------
                    Net loss ............   $(4,433,098)    $(5,157,817)    $(7,566,993)    $ (9,748,578)
                                            ===========     ===========     ===========     ============

</TABLE>

Revenues

Advertising Revenue. Advertising revenue primarily consists of cash advertising
revenue and also includes barter and prize revenue. The Company's pro forma cash
advertising revenue increased in both the three month and six month periods
ended June 30 from 1997 to 1998 primarily due to an increase in the number of
Web sites on the 24/7 Network and the CliqNow! network, the number of
advertisers utilizing the Company's advertising solutions and the number of
advertisements delivered to the 24/7 Network and the CliqNow! network. Such
increase was partially offset by a decline in pro forma cash advertising revenue
generated by the ContentZone during these periods. The Company expects the 24/7
Network and the CliqNow! network to continue to account for a significant
portion of the Company's total advertising revenue. Historically, the Company
utilized barter transactions and prizes to drive traffic to its Affiliated Web
sites on the ContentZone and its Riddler game site. Pro forma barter and prize
revenue decreased from approximately 14% of total pro forma advertising revenue
for the first six months of 1997 to 0% in the first six months of 1998. The
Company believes that barter and prize revenue will continue to comprise an
insignificant portion of the Company's total revenues in the future.

Consulting and License Fees. Through the first six months of 1997, the Company
derived pro forma consulting and license fees primarily from an agreement with
SegaSoft, whereby SegaSoft licensed certain software from Interactive
Imaginations. The Company does not expect to realize meaningful revenues from
the SegaSoft license agreement in the future. Pro forma consulting and license
fees in the 


                                       18
<PAGE>

first six months of 1998 consisted primarily of fees generated from licensing
the Adfinity(TM) system to third parties. The Company expects to derive
consulting and license fees in the future from the licensing of Adfinity(TM) and
dbCommerce(TM) to third parties, but does not expect such revenues to comprise a
significant portion of the Company's total revenues.

Cost of Revenues and Gross Profit. Cost of revenues consists primarily of fees
paid to Affiliated Web sites, which are calculated as a percentage of revenues
resulting from ads delivered on the Company's networks. Cost of revenues also
includes third party ad serving costs, depreciation of the Company's ad serving
system and Internet access costs. The marginal changes in pro forma gross profit
from the three month and six month periods in 1997 to the three month and six
month periods in 1998 was caused by (i) the cessation of high margin consulting
and license fees generated by the SegaSoft agreement; (ii) the significant
growth in advertising revenue generated by the 24/7 Network and the CliqNow!
network, which typically pay higher fees to Affiliated Web sites, at the same
time that advertising revenue generated by the ContentZone declined; (iii) an
increase in third party ad serving costs related to the growth of the 24/7
Network and the CliqNow! network; and (iv) the temporary increase, which began
late in the first quarter of 1998, in third party ad serving costs incurred by
the Company in connection with the transition of the Company's ad serving to
Adfinity(TM). Until the Company completes the transition to Adfinity(TM), it
expects to incur ad serving costs that are significantly higher than historical
levels. Thereafter, the Company expects gross margins to increase because third
party ad serving fees will no longer be paid.

Operating Expenses. Each of pro forma sales and marketing expenses and general
and administrative expenses increased from the three month and six month periods
in 1997 to the three month and six month periods in 1998 as Petry, CliqNow! and
Intelligent Interactions incurred expenses in connection with the growth of
their respective businesses. Product development expenses increased from the
three month period in 1997 to 1998, but decreased in the six month period from
1997 to 1998, as Intelligent Interactions increased its expenses in this
category related to Adfinity(TM) and dbCommerce(TM) while Interactive
Imaginations decreased its expenses related to its support of an alternate ad
serving solution.

Sales and Marketing Expenses. Sales and marketing expenses consist primarily of
sales force salaries and commissions, advertising expenditures and costs of
trade shows, conventions and marketing materials. The Company expects sales and
marketing expenses to increase as it continues to invest in sales and marketing
personnel, expand into new markets and broaden the visibility of the Company.

General and Administrative Expenses. General and administrative expenses consist
primarily of compensation, facilities expenses and other overhead expenses
incurred to support the growth of the business. Beginning in the second quarter
of 1998, general and administrative expenses increased due to the additional ad
serving personnel required to support Adfinity(TM). In addition, the Company
expects general and administrative expenses to increase as it incurs increased
levels of expenses to support future growth.

Product Development Expenses. Product development expenses consist primarily of
compensation and related costs incurred to further develop the Company's ad
serving capabilities. The Company believes that continued investment in product
development, particularly for its Adfinity(TM) system, is critical to its
strategy of providing excellent service, and it expects to increase the future
amounts spent on product development.

Other Expenses. Pro forma other expenses in the three month and six month
periods ended June 30, 1997 included an aggregate of $123,843 in legal costs
incurred in defending a class-action lawsuit filed by certain Affiliated Web
sites on the ContentZone. The Company's defense of such lawsuit resulted in a

                                       19
<PAGE>

grant of summary judgment in favor of the Company, but such lawsuit resulted in
a diversion of management resources during such period. In addition, the Company
recorded pro forma goodwill amortization expense beginning in the first quarter
of 1997, which represents the excess purchase price over the fair value of net
liabilities of the acquired businesses of Petry, Advercomm, CliqNow! and
Intelligent Interactions.

Historical Results of Operations

For the three month and six month periods ended June 30, 1998, 24/7 Media's
historical results of operations reflect the Initial Merger as of February 25,
1998, the acquisition of Intelligent Interactions as of April 13, 1998 and the
acquisition of CliqNow! as of June 1, 1998. For the three month and six month
periods ended June 30, 1997, 24/7 Media's historical results of operations only
include the results of Interactive Imaginations. The Company does not believe
that the historical revenues or expenses as presented below are accurate
indicators of the future performance of the combined Company.

Revenues. Total revenues were $3,700,288 and $4,776,121 for the three month and
six month periods ended June 30, 1998, respectively, as compared to $985,934 and
$2,180,071 for the three month and six month periods ended June 30, 1997,
respectively. Such increase was caused primarily by a significant increase in
advertising revenue, offset by a decline in revenues generated by the SegaSoft
agreement.

Cost of Revenues. Cost of revenues was $3,097,947 and $4,027,950 for the three
month and six month periods ended June 30, 1998, respectively, as compared to
$434,640 and $894,227 for the three month and six month periods ended June 30,
1997, respectively. Such increases primarily related to increases in third party
ad serving costs which were caused by growth in advertising revenue and the
temporary increase in costs in connection with the transition to Adfinity(TM).
Such increases were offset by reduced ContentZone ad serving costs.

Operating Expenses. Total operating expenses were $10,894,314 and $13,170,807
for the three month and six month periods ended June 30, 1998, respectively, as
compared to $1,974,829 and $3,507,438 for the three month and six month periods
ended June 30, 1997, respectively. These increases were caused by (i) higher
sales and marketing and general and administrative expenses resulting from the
Acquisitions, (ii) additional expenses incurred in anticipation of future
growth, (iii) acquired in-process technology of approximately $5.5 million from
the acquisition of Intelligent Interactions which was immediately charged to
operations in April 1998, and (iv) amortization of goodwill resulting from the
Acquisitions. Such increases were partially offset in the six months ended June
30, 1998 by the significant reduction of product development expense prior to
the acquisition of Intelligent Interactions.

The value of the acquired in-process technology was determined using a
combination of a risk-adjusted income approach and an independent valuation. The
acquired in-process technology had not reached the stage of technological
feasibility at the date of acquisition and had no alternative future use.

Liquidity and Capital Resources

Historically, the Company has financed its operations primarily from private
placements of equity and convertible debt securities. Concurrently with the
merger of Petry and Advercomm with and into 24/7 Media, the Company completed a
private placement of preferred stock and warrants which resulted in net proceeds
of $9,830,897. As of June 30, 1998, the Company had cash and cash equivalents of
$2,628,222.

In addition to funding on-going operations, the Company's principal commitments
consist of various obligations under operating and capital leases. Total lease
expenses were $42,421 and $99,558 for the three month and six month periods
ended June 30, 1998, respectively, as compared to $168,640 and 


                                       20
<PAGE>

$337,570 for the three month and six month periods ended June 30, 1997,
respectively. An operating lease which was initially entered into by the Company
in 1996 requires current quarterly payments of approximately $43,000 and expires
in November 1998. On May 14, 1998 and July 7, 1998, the Company entered into an
operating lease for computer equipment and software related to its Adfinity(TM)
system, with a combined fair market value of $849,488. This operating lease, as
amended, requires monthly payments and expires in November 2000. Total rent
expense for currently outstanding leases is expected to be approximately $90,500
per quarter. Furthermore, the Company expects to incur approximately $1 million
in leasehold improvements prior to moving into the additional leased office
space at the Company's headquarters in New York City, and in the aggregate, the
Company's annual lease expense for this office space will be approximately $1.2
million through 2003. The Company believes that the expenses associated with
such additional office space will not have a material effect on the Company's
financial position.

Net cash used in operating activities was $5,634,219 for the six months ended
June 30, 1998 as compared to $2,512,620 for the six months ended June 30, 1997.
Net cash used in operating activities resulted from the Company's net operating
losses, adjusted for certain non-cash items, including: (i) a significant
advance by SegaSoft in late 1996 for revenues that were primarily recognized
during 1997; and (ii) the amortization of goodwill in the first six months of
1998 related to the Acquisitions and the write-off of in-process acquired
technology. Net cash used in operating activities also resulted from a high
level of accounts receivable and related accrued liabilities due to the time lag
between revenue recognition and receipt of payments from advertisers.
Historically, the Company relied on a third-party ad serving company to provide
reports to the Company in order for the Company to provide accurate and timely
invoices to its clients. During the first quarter of 1998, the delivery of the
reports from such ad serving company was significantly delayed and, as a result,
the Company's unbilled receivables increased as of June 30, 1998. The Company
has recently taken steps to improve the timeliness of its billing procedures
such as working with the ad serving company to ensure the timely receipt of
reports and improving the Company's internal billing and collection procedures
and systems. The Company anticipates that it will be able to further improve the
timeliness of its billing and collections processes as it completes the
transition to Adfinity(TM), which will enable the Company to produce required
reports internally, thereby enhancing net working capital as a percentage of
total revenues.

Net cash used in investing activities was $1,652,545 for the six months ended
June 30, 1998 as compared to $34,466 for the six months ended June 30, 1997. Net
cash used in investing activities resulted primarily from capital expenditures
relating to computer equipment. To the extent that the Company acquires
significant ad serving hardware in the future, net cash used in investing
activities will increase.

Net cash provided by financing activities was $9,821,041 for the six months
ended June 30, 1998 as compared to $1,010,011 for the six months ended June 30,
1997. Net cash provided by financing activities for the six month periods ended
June 30, 1998 and 1997 included issuances of convertible notes, convertible
preferred stock and warrants. Prior to June 30, 1998, all of the previously
issued convertible notes, convertible preferred stock and warrants were
converted or exercised into common stock, except for approximately $500,000
principal amount of convertible debt and warrants to purchase approximately
36,000 shares of Common Stock with an average exercise price of $2.81 per share.
On February 25, 1998, the Company issued Series A shares with detachable
warrants at an average exercise price of $9.52.

No provision for federal or state income taxes has been recorded as the Company
incurred net operating losses for all periods presented. At December 31, 1997,
the Company had approximately $13,394,000 of federal net operating loss
carryforwards available to offset future taxable income; such carryforwards
expire in various years through 2012. As a result of various equity transactions
during 1996, 1997 and 


                                       21
<PAGE>

1998, management believes that the Company has undergone an "ownership change"
as defined by section 382 of the Internal Revenue Code. Accordingly, the
utilization of a portion of the net operating loss carryforward may be limited.
Due to this limitation, and the uncertainty regarding the ultimate utilization
of the net operating loss carryforward, no tax benefit for losses has been
recorded by the Company and a valuation allowance has been recorded for the
entire amount of the net deferred tax asset. In addition, certain events,
including any sales by the Company of shares of its stock, including sales
pursuant to the IPO, and/or transfers of a substantial number of shares of
Common Stock by the current stockholders, may partially restrict the ability of
the Company to utilize its net operating loss carryforwards.

The Company believes that its cash and cash equivalent balances as of June 30,
1998, combined with the $45.0 million in net proceeds from the IPO which was
completed subsequent to June 30, 1998, will be sufficient to fund its
requirements for working capital and capital expenditures for at least the next
12 months. To the extent that the Company encounters unanticipated
opportunities, the Company may need to raise additional funds sooner, in which
case the Company may sell additional equity or debt securities or borrow funds
from banks or other financial sources. Sales of additional equity or convertible
debt securities may result in additional dilution of the Company's stockholders.

Year 2000 Compliance

Beginning in the year 2000, the date fields coded in certain software products
and computer systems will need to accept four digit entries in order to
distinguish 21st century dates from 20th century dates. Significant uncertainty
exists in the software industry concerning the potential effects associated with
such compliance issues. The Company is working with its external suppliers and
service providers to ensure that they and their systems will be able to support
the Company's needs and, where necessary, interoperate with the Company's
hardware and software infrastructure in preparation for the year 2000.
Management does not anticipate that the Company will incur material expenses to
make its computer software programs and operating systems Year 2000 compliant.
However, there can be no assurance that unanticipated costs associated with any
Year 2000 compliance will not exceed the Company's present expectations and have
a material adverse effect on the Company's business, results of operations and
financial condition. In addition, the Company's ad servers and certain of its
customers may also be impacted by Year 2000 complications. Any failure by the
Company or its ad servers or its customers to make their products Year 2000
compliant could result in a decrease in sales of the Company's products, an
increase in the allocation of resources to address Year 2000 problems of the
Company's customers without additional revenue commensurate with such dedication
of resources, or an increase in litigation costs relating to losses suffered by
the Company's customers due to such Year 2000 problems. The occurrence of any
such event could have a material adverse effect on the Company's business,
results of operations and financial condition.

Risk Factors

This report contains forward-looking statements that are based largely on the
Company's current expectations and that are subject to a number of risks and
uncertainties, including those set forth below. The Company's actual results
could differ materially from the results discussed in "Risk Factors" below,
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and elsewhere in this report.

Extremely Limited Operating History; History of Losses; Integration of Acquired
Entities. Because none of the predecessor companies that were combined to form
24/7 Media had an operating history of more than four years, the Company has an
extremely limited operating history upon which an evaluation 


                                       22
<PAGE>

of the Company can be based. The Company and its prospects must be considered in
light of the risks, expenses and difficulties encountered by companies with
limited operating histories, particularly companies in the new and rapidly
evolving Internet market. To address these risks, the Company must, among other
things, effectively develop new relationships and maintain existing
relationships with customers, business and technology partners and other third
parties; further develop and upgrade its technology; improve its technical
support and service; respond to competitive developments; implement and improve
operational, financial and managerial information systems; and attract, retain
and motivate qualified personnel. There can be no assurance that the Company
will succeed in addressing such risks and the failure to do so could have a
material adverse effect on the Company's business, results of operations and
financial condition.

Although the Company has experienced revenue growth in recent periods, such
growth may not be sustained and is not necessarily indicative of future
operating results. The Company incurred pro forma net losses of $16.9 million
for the year ended December 31, 1997 and $9.4 million for the six months ended
June 30, 1998. Each of the predecessors of the Company had net losses in each
year since its inception. The Company anticipates that it will incur operating
losses for the foreseeable future due to a high level of planned operating and
capital expenditures. There can be no assurance that operating losses will not
increase in the future or that the Company will ever achieve or sustain
profitability. The Company's business, results of operations and financial
condition may be materially and adversely affected if revenues do not grow at
anticipated rates or if the Company is unable to adjust operating expenses to
appropriate levels for revenue levels achieved.

24/7 Media did not conduct any substantial operations until February 1998. In
February 1998, the Company closed a transaction pursuant to which Petry and
Advercomm were merged into the Company. In April 1998, the Company completed two
transactions pursuant to which Interactive Imaginations was merged into the
Company and Intelligent Interactions became a wholly-owned subsidiary of the
Company. In June 1998, the Company acquired CliqNow! In order to integrate
effectively the previously independent operations, the Company must continue to
integrate and improve its financial and management controls, ad serving
technology, reporting systems and procedures, and expand, train and manage its
work force. Completion of such integration may take a significant period of time
and will require the dedication of management and other resources, which may
distract management's attention from other operations of the Company.

Potential Fluctuations in Quarterly Operating Results; Seasonality. The
Company's results of operations may fluctuate significantly in the future as a
result of a variety of factors, many of which are beyond the Company's control.
These factors include the addition of new or loss of current advertisers or
Affiliated Web sites, changes in fees paid by advertisers, changes in the level
of user traffic and number of available impressions on the Web sites in the
Company's networks, changes in service fees payable by the Company to Web
publishers, the introduction of new Internet advertising services by the Company
or its competitors, variations in the levels of capital expenditures and other
costs relating to the expansion of the Company's operations, and general
economic conditions. Future revenues and results of operations of the Company
may be difficult to forecast due to such factors.

Management believes that its revenues are also subject to seasonal fluctuations
because advertisers generally place fewer advertisements during the first and
third calendar quarters of each year. Additional seasonal patterns in Internet
advertising spending may emerge as the industry matures. Expenditures by
advertisers tend to vary in cycles that reflect overall economic conditions as
well as budgeting and buying patterns. The Company's business could be
materially adversely affected by a decline in the economic prospects of
advertisers or the economy generally, which could alter current or prospective
advertisers' 


                                       23
<PAGE>

spending priorities or budget cycles or extend the Company's sales cycle with
respect to certain of its advertisers.

The Company's current and future expense levels are based in large part on its
investment plans and estimates of future revenues. In particular, the Company
expects to increase significantly its operating expenses in order to expand its
sales and marketing organization and to enhance its Adfinity(TM) technology. To
the extent that such expenses precede or are not subsequently followed by
increased revenues, the Company's business, results of operations and financial
condition would be materially and adversely affected. The Company may be unable
to, or may elect not to, adjust spending in a timely manner to compensate for
any unexpected revenue shortfall. Therefore, any significant shortfall in
revenues in relation to the Company's expectations would have a material adverse
effect on the Company's business, results of operations and financial condition.

Due to the foregoing factors, 24/7 Media believes that period-to-period
comparisons of its results of operations may not be meaningful and should not be
relied upon as indicators of future performance. Furthermore it is possible that
in some future periods the Company's results of operations may fall below the
expectations of securities analysts and investors. In such event, the trading
price of the Common Stock would likely be materially and adversely affected.

Developing Market; Unproven Effectiveness of Web Advertising and Online Direct
Marketing. In the new and rapidly evolving Internet advertising market, demand
and market acceptance for products and services are subject to high levels of
uncertainty, and a significant number of entrants continually seek to penetrate
the market. Since 24/7 Media expects to derive substantially all of its revenues
in the foreseeable future from Internet advertising, the future success of the
Company is highly dependent on the increased use of the Internet as an
advertising medium.

The Internet as an advertising medium has not been in existence for a sufficient
period of time in order to demonstrate its effectiveness as compared with
traditional advertising media. Most of the Company's current or potential
advertising customers have limited or no experience using the Internet as an
advertising medium, have not devoted a significant portion of their advertising
expenditures to Internet advertising and may not find Internet advertising to be
effective for promoting their products and services relative to advertising
across traditional media. Companies adopting Internet advertising, particularly
those that use traditional media for advertising, must accept new ways of
conducting business and exchanging information. In addition, most Web publishers
have limited or no experience in generating revenues from the sale of
advertising space on their Web sites. There can be no assurance that the market
for Internet advertising will continue to emerge or be sustainable.

Online advertising must demonstrate a level of effectiveness necessary to
justify a reallocation of resources from traditional forms of advertising to
this developing medium. There are currently no widely accepted standards to
measure the effectiveness of Internet advertising and there can be no assurance
that such standards will develop to support Internet advertising sufficiently as
a significant advertising medium. Advertisers may not accept the Company's or
third-party measurements of impressions on Web sites utilizing the Company's
services or that such measurements will not contain errors. In addition, the
effectiveness of Internet advertising is dependent upon the accuracy of
information contained in the databases used to target advertisements. There can
be no assurance that the information in the Company's database will be accurate
or that advertisers will be willing to have advertisements targeted by any
database containing such potential inaccuracies. Actual or perceived
ineffectiveness of online advertising generally, or accuracy of measurements or
database information in particular, could limit the long-term growth of online
advertising, which would have a material adverse effect on the Company's
business, results of operations and financial condition.


                                       24
<PAGE>

Banner advertising, from which the Company currently derives most of its
revenues, may not be an effective advertising method in the future. There can be
no assurance that any other forms of Internet advertising will be developed or
accepted by the market and if so developed, that the Company would effectively
transition to the marketing and sale of such other forms of online advertising.
Moreover, "filter" software programs that limit advertising from being delivered
to a Web site are currently available. Failure to develop successfully
alternative forms of online advertising or widespread adoption of filter
software could have a material adverse effect upon the Internet advertising
market and 24/7 Media's business, results of operations and financial condition.

Adoption of online direct marketing, particularly by those entities that have
historically relied upon traditional means of direct marketing (such as
telemarketing and direct mail), requires the broad acceptance of a new and
substantially different approach to direct marketing. As with online advertising
and other new markets, intensive marketing and sales efforts may be necessary to
educate prospective advertisers regarding the uses and benefits of the Company's
products and services in order to generate demand for the Company's services.
Enterprises that have already invested substantial resources in other methods of
conducting business may be reluctant or slow to adopt a new approach that may
replace, limit, or compete with their existing systems. In addition, since
online direct marketing is emerging as a new and distinct market apart from
online advertising, potential adopters of online direct marketing services will
increasingly demand functionality tailored to their specific requirements.

Reliance on a Limited Number of Web Publishers; Dependence on the 24/7 Network.
The Company expects to generate most of its revenues for the foreseeable future
from advertisements delivered to Web sites of a limited number of Web publishers
on the 24/7 Network. The 24/7 Network consists of a limited number of Affiliated
Web sites that have contracted for the Company's services under agreements
cancelable upon a specified notice period. For the six months ended June 30,
1998 and for the year ended December 31, 1997, approximately 58% and 68%,
respectively, of the 24/7 Network's pro forma advertising revenues were derived
from advertisements on the top ten Affiliated Web sites on the 24/7 Network. The
top ten Web sites for the year ended December 31, 1997 included AT&T WorldNet
Service, Reuters, USA.NET, Columbia House, Comedy Central, Reuters-MoneyNet,
Maps on Us, Universal Media, FlashNet Communications and FoxNews Internet. For
the six months ended June 30, 1998, the top ten Web sites included AT&T WorldNet
Service, Netscape Communications, Comedy Central, Primedia New Media, Reality
Online, Switchboard, Blizzard Entertainment, Universal Media and Encompass, Inc.
The Company from time to time experiences turnover in its Affiliated Web sites,
and there can be no assurance that the Web sites named above remain or will
remain associated with the Company. Affiliated Web sites generally measure
satisfaction by acceptable revenue levels, adequate "click-thru rates" (the
number of times users click on an advertisement as a percentage of page views),
high levels of customer service and timely and accurate reporting. There can be
no assurance that the Affiliated Web sites will maintain consistent or
increasing levels of traffic over time, or that the Company would be able to
replace any departed Affiliated Web site with another Web publisher with
comparable traffic patterns and user demographics. The loss or reduction in
traffic of such Web sites may cause advertisers or Web publishers to withdraw
from the 24/7 Network, which, in turn, could materially adversely affect the
Company's business, results of operations and financial condition. The failure
of the Company to market its networks successfully or the failure of Affiliated
Web sites to maintain consistent or increasing levels of traffic would have a
material adverse effect on the Company's business, results of operations and
financial condition.

Reliance on a Limited Number of Advertisers and Ad Agencies. The Company's
revenues have been derived from a limited number of advertisers and ad agencies
that purchase space on Affiliated Web sites and the Company expects that a
limited number of these entities may continue to account for a significant

                                       25
<PAGE>

percentage of the Company's revenues for the foreseeable future. In particular,
for the year ended December 31, 1997 and the six months ended June 30, 1998, the
Company's top ten advertisers and ad agencies accounted for an aggregate of
approximately 48% and 53%, respectively, of the 24/7 Network's pro forma
advertising revenues, and for the six months ended June 30, 1998, CardSecure
accounted for 12% of the Company's revenues. Recently, CardSecure has
substantially reduced its advertising with the Company, and has accounted for
less than 5% of the Company's revenues since June 30, 1998. The Company believes
that such reduction will not have a material effect on the financial condition
of the Company. Advertisers and ad agencies typically purchase advertising
pursuant to purchase order agreements that run for a limited time. There can be
no assurance that current advertisers and ad agencies will continue to purchase
advertising from the Company or that the Company will be able to attract
additional advertisers and ad agencies successfully. The loss of one or more of
the advertisers or ad agencies that represent a material portion of the revenues
generated on the Company's networks could have a material adverse effect on the
Company's business, results of operations and financial condition. In addition,
the non-payment or late payment of amounts due to the Company from a significant
advertiser or ad agency could have a material adverse effect on the Company's
business, results of operations and financial condition.

Integration of Adfinity(TM) Technology; Dependence on Third Party Technology.
The Company has utilized the AdForce advertisement management service from
IMGIS, Inc. to deliver its advertisements to the 24/7 Network. 24/7 Media is in
the process of replacing the AdForce service with the Company's Adfinity(TM)
system, which is expected to become the technology platform for all of the
Company's networks. The Company anticipates that Adfinity(TM) will enable it to
deliver targeted advertisements based on demographic profiles and consumer
behavior. There can be no assurance that the information required to develop
user profiles will be available and, if available, that the utilization of such
information will not be cost prohibitive. The Company's ability to deliver
increased value to advertisers and Web publishers in the future is therefore
based, in large part, on the successful integration of Adfinity(TM) as the
technology platform for the Company's networks. In order to complete the
transition to Adfinity(TM), the Company must, among other things, ensure
scalability of the Adfinity(TM) system, assimilate the Company's current sales
and reporting functions into the Adfinity(TM) model and work with certain
existing Affiliated Web sites to re-tag such Web sites. Although the Company
expects that the transition to Adfinity(TM) will be completed in the third
quarter of 1998, there can be no assurance that the Company will be able to
complete the integration of Adfinity(TM) on a timely basis. The failure of the
Company to effect a successful transition to Adfinity(TM) could result in a loss
of Affiliated Web sites, a disruption in the Company's ability to deliver
advertisements effectively and a negative impact on its business in general
until Adfinity(TM) or an alternative advertisement management technology is
integrated. If the Company is unable to integrate the Adfinity(TM) technology
successfully on a timely basis, or if the Adfinity(TM) technology does not
enable the Company to target advertisements effectively based on demographic
profiles and consumer behavior, or if the information to develop user profiles
is not available, the Company's business, results of operations and financial
condition would be materially adversely affected.

Until the integration of Adfinity(TM) is completed, the Company may be dependent
upon AdForce to deliver ads to the 24/7 Network. If the AdForce service becomes
unavailable or if AdForce fails to serve the Company's advertisements
effectively, the Company's business, results of operations and financial
condition would be materially adversely affected. In addition to the delivery of
advertisements, AdForce also produces frequent operational reports for use by
the Company, advertisers and the Affiliated Web sites. However, the AdForce
system requires the Company to employ a significant amount of effort to prepare
information for financial reporting. This causes difficulties in preparing
financial statements and reporting information on a timely basis. The Company is
in the process of upgrading its systems in order to integrate newly developed
and/or purchased modules with its existing systems and with Adfinity(TM) in
order to improve its accounting, control and reporting methods. The Company's
inability to add additional 


                                       26
<PAGE>

software and hardware or to develop further and upgrade its existing
technologies, systems or network infrastructure may cause unanticipated delays
in delivering its customers' advertisements and providing timely reporting of
accurate financial information.

Competition. The markets for Internet advertising and related products and
services are intensely competitive and such competition is expected to increase.
The Company believes that its ability to compete depends upon many factors both
within and beyond its control, including the timing and market acceptance of new
products and enhancements of existing services developed by the Company and its
competitors; changing demands regarding customer service and support; shifts in
sales and marketing efforts by the Company and its competitors; and the ease of
use, performance, price and reliability of the Company's services and products.

The Company competes with large Web publishers and Web search engine companies,
such as America Online, Excite, GeoCities, Infoseek, Lycos and Yahoo!, for
Internet advertising revenues. Further, the Company's networks compete with a
variety of Internet advertising networks, including DoubleClick and Link
Exchange. In marketing the Company's networks and its Adfinity(TM) service to
Web publishers, the Company also competes with providers of advertisement
software and related services, including NetGravity and Accipiter, a division of
CMG Information Services, Inc. In marketing dbCommerce(TM), the Company competes
with a variety of entities, including BroadVision. The Company also encounters
competition from a number of other sources, including content aggregators,
companies engaged in advertising sales networks, advertising agencies and other
entities that facilitate Internet advertising. Many of the Company's existing
competitors, as well as a number of potential new competitors, have longer
operating histories, greater name recognition, larger customer bases and
significantly greater financial, technical and marketing resources than the
Company. There can be no assurance that the Company will be able to compete
successfully against current or future competitors or that competitive pressures
will not have a material adverse effect on the Company's business, results of
operations and financial condition. In addition, the Internet, in general, and
the Company, specifically, also must compete for a share of advertisers' total
budgets with traditional advertising media, such as television, radio, cable and
print. To the extent that the Internet is perceived to be a limited or
ineffective advertising medium, advertisers may be reluctant to devote a
significant portion of their advertising budgets to Internet advertising, which
could limit the growth of Internet advertising and would have a material adverse
effect on the Company's business, results of operations and financial condition.

Dependence on Third Party Systems; Risk of System Failure; Capacity Constraints.
A key to the Company's strategy is to generate a high volume of traffic for its
products and services. In particular, the future success of the Company depends
on the performance of Adfinity(TM) and third party service providers. Adfinity's
computer hardware and software is housed at GlobalCenter, Inc., a third party
provider of Internet communication services. Any Adfinity(TM) or third party ad
server system failure, including failures that delay the delivery of
advertisements to Web sites, could reduce customer satisfaction and result in a
material adverse effect on the Company's business, results of operations and
financial condition.

In general, the Company's operations are dependent upon the proper operation of
its own and third party computer systems. Any damage from fire, power loss,
telecommunications failures, vandalism and other malicious acts, and similar
unexpected events could adversely affect 24/7 Media's business, results of
operations and financial condition. In addition, failure of the Company's
telecommunications providers to provide the data communications capacity in the
time frame required by the Company for any reason could cause interruptions in
the services provided by the Company. Despite precautions taken by the Company,
unanticipated problems affecting the Company's computer and telecommunications
systems in the future could cause interruptions in the delivery of the Company's
services. Any damage or failure that 


                                       27
<PAGE>

interrupts or delays the Company's operations could have a material adverse
effect on the Company's business, results of operations and financial condition.

Furthermore, large increases in the volume of advertising delivered through the
Company's ad servers could strain the capacity of the software or hardware
deployed by the Company, which could lead to slower response time or system
failures and could have a material adverse effect on the Company's business,
results of operations and financial condition.

Management of Growth; Risks Associated with Acquisitions; Risks of International
Expansion. 24/7 Media has experienced rapid growth and expansion in operations
that have placed a significant strain on the Company's managerial, operational
and financial resources. The Company has grown from approximately 60 employees
on a pro forma basis as of September 30, 1997 to approximately 115 employees as
of June 30, 1998 and expects the number of employees to increase in the future.
In order to successfully compete in the evolving Internet industry, 24/7 Media
must continue to improve its financial and management controls, enhance its
reporting systems and procedures, and expand, train and manage its work force.
There can be no assurance that the Company's systems, procedures or controls
will be adequate to support 24/7 Media's expanding operations, or that
management will be able to respond effectively to such growth. The Company's
future results of operations also depend on the expansion of its sales,
marketing and customer support organizations. 24/7 Media's business, results of
operations and financial condition could be materially adversely affected if
growth is not managed effectively.

24/7 Media intends to pursue selective acquisitions of businesses, technologies
and product lines as a key component of its growth strategy. 24/7 Media
regularly seeks to identify and acquire or invest in companies or assets that
will enhance 24/7 Media's revenue growth, operations and profitability. Any
future acquisition or investment may result in the use of significant amounts of
cash, potentially dilutive issuances of equity securities, incurrence of debt
and amortization expenses related to goodwill and other intangible assets, each
of which could materially adversely affect the Company's business, results of
operations or financial condition. In addition, acquisitions involve numerous
risks, including the difficulties in the integration and assimilation of the
operations, technologies, products and personnel of any acquired business; the
diversion of management's attention from other business concerns; the
availability of favorable acquisition financing for future acquisitions; and the
potential loss of key employees of any acquired business. In the event that an
acquisition does occur, there can be no assurance that 24/7 Media will be able
to successfully integrate the acquired business, and the failure to do so could
have a material adverse effect on the Company's results of operations and
financial position. See "--Integration of Adfinity(TM) Technology; Dependence on
Third Party Technology."

The Company has entered into a number of international alliances. These
alliances involve certain inherent risks, such as unexpected changes in
regulatory requirements, potentially adverse tax consequences, general export
restrictions and export controls relating to encryption technology, tariffs and
other trade barriers, political instability and fluctuations in currency
exchange rates, and seasonal reductions in business activity. Any of the above
could have a material adverse effect on the success of the Company's future
international initiatives.

Dependence on Key Personnel. The Company's success depends upon its senior
management and its key sales and technical personnel, particularly David J.
Moore, Chief Executive Officer, Jacob I. Friesel, Executive Vice President, and
Yale R. Brown, Executive Vice President. The loss of the services of one or more
of these persons could materially adversely affect 24/7 Media's business,
results of operations and financial condition. 24/7 Media's success also depends
on its ability to attract and retain qualified technical, sales and marketing,
customer support, financial and accounting, and managerial personnel.
Competition for such personnel in the Internet industry is intense, and there
can be no assurance that the 


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<PAGE>

Company will be able to retain its key personnel or that it can attract,
assimilate or retain other highly qualified personnel in the future. The Company
has experienced in the past, and may continue to experience in the future,
difficulty in hiring and retaining candidates with appropriate qualifications,
especially in sales and marketing positions. Although the Company has not
experienced any material impact from the difficulty in hiring and retaining
qualified employees, there can be no assurance that the Company will not be
materially impacted in the future from such hiring difficulties. The failure by
the Company to successfully hire and retain candidates with appropriate
qualifications could have a material adverse effect on the Company's business,
results of operations and financial condition.

Privacy Concerns. The Company's Adfinity(TM) technology collects and utilizes
data derived from user activity on the Company's networks and the Web sites of
independent Web publishers using the Company's services. There can be no
assurance that any trade secret, copyright or other protection will be available
for such data or that others will not claim rights to such data. 24/7 Media must
also keep certain information regarding Web publishers confidential pursuant to
its contracts with Web publishers. Adfinity(TM) enables the use of "cookies," in
addition to other mechanisms, to deliver targeted advertising, to help compile
demographic information, and to limit the frequency with which an advertisement
is shown to the user. Cookies are bits of information keyed to a specific
server, file pathway or directory location that are stored on a user's hard
drive and passed to a Web site's server through the user's browser software.
Cookies are placed on the user's hard drive without the user's knowledge or
consent, but can be removed by the user at any time through the modification of
the user's browser settings. Due to privacy concerns, some Internet
commentators, advocates and governmental bodies have suggested that the use of
cookies be limited or eliminated. In addition, certain currently available
Internet browsers allow a user to delete cookies or prevent cookies from being
stored on the user's hard drive.

Government Regulation. Due to the increasing popularity and use of the Web, a
number of laws and regulations may be adopted regarding user privacy, pricing,
acceptable content, taxation and quality of products and services. Although
there are currently few laws or regulations directly governing access to or
commerce on the Internet, any new legislation could inhibit the growth in use of
the Web and decrease the acceptance of the Web as a communications and
commercial medium, which could have a material adverse effect on the Company's
business, results of operations and financial condition. In addition, the
growing use of the Web has burdened existing telecommunications infrastructure
and has caused interruptions in telephone service. Certain telephone carriers
have petitioned the government to regulate and impose fees on Internet service
providers and online service providers in a manner similar to long distance
telephone carriers. Any such regulations could affect the costs of communicating
on the Web and adversely affect the growth in use of the Web, which could in
turn decrease the demand for the Company's products or otherwise have a material
adverse effect on the Company's business, results of operations and financial
condition. Further, due to the global nature of the Web, governments of states
or foreign countries may attempt to regulate Internet transmissions or levy
sales or other taxes relating to the Company's activities. There can be no
assurance that violations of local laws will not be alleged by applicable
governments, 24/7 Media will not violate such laws or new laws will not be
enacted in the future. Moreover, the applicability to the Internet of existing
laws governing issues such as property ownership, libel and personal privacy is
uncertain. Any of the foregoing developments could have a material adverse
effect on the Company's business, results of operations and financial condition.


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<PAGE>


PART II.  OTHER INFORMATION

Item 1.     Legal Proceedings.

The Company is not a party to any material legal proceedings.

Item 2.     Changes in Securities.

None.

Item 3.     Defaults Upon Senior Securities.

None.

Item 4.     Submission of Matters to a Vote of Security Holders.

None.

Item 5.     Other Information.

On August 19, 1998, the registrant consummated an initial public offering of its
common stock pursuant to a Registration Statement on Form S-1, as amended, File
No. 333-56085. The order of the Securities and Exchange Commission declaring the
Registration Statement effective was dated approximately 5:30 p.m. EDT on August
12, 1998.

Item 6.     Exhibits and Reports on Form 8-K

(a)    Exhibits.

Exhibit 11   Statement of calculation of basic and diluted net loss and pro
             forma net loss per share

Exhibit 27   Financial data schedule

(b) Reports on Form 8-K.

None.


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                                   SIGNATURES

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.

24/7 MEDIA, INC.

Date:  September 1, 1998              By: /s/ David J. Moore
                                          -------------------------------
                                          David J. Moore
                                          President and Chief Executive
Officer



                                      By: /s/ C. Andrew Johns
                                          -------------------------------
                                          C. Andrew Johns
                                          Chief Financial Officer







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