UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 10-K

[ X ] Annual Report  Pursuant to Section 13 or 15(d) of the Securities  Exchange
Act of 1934

                   For the fiscal year ended December 31, 2000

                                       or

[   ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934

                  For the transition period from      to
                                                -----   -----

                         Commission file number 0-31043
                                                -------


                                STYLECLICK, INC.
              -----------------------------------------------------
             (Exact name of registrant as specified in its charter)

           Delaware                                        13-4106745
----------------------------------------     -----------------------------------
  (State or other jurisdiction              (I.R.S. Employer Identification No.)
of incorporation or organization)

5105 W. Goldleaf Circle, Los Angeles, CA                     90056
----------------------------------------     -----------------------------------
(Address of principal executive offices)                  (Zip Code)

Registrant's telephone number, including area code (403) 323-1000
                                                  ----------------

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

Securities registered pursuant to Section 12(g) of the Act:

     Title of each class              Name of each exchange on which registered:

    Class A Common Stock                        NASDAQ National Market
-----------------------------               -----------------------------

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes X No
                                      ---  ---

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation S-K (sect.  229.405 of this chapter) is not contained herein,  and
will not be  contained,  to the best of  registrant's  knowledge,  in definitive
proxy or information  statements  incorporated  by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.[ ]

The  aggregate  market  value of voting  and  non-voting  common  stock  held by
non-affiliates  of the registrant  was  $9,227,018  based on the average bid and
asked prices of $1.16 per share as quoted on the NASDAQ National Market on March
29, 2001. The number of outstanding  shares of the registrant's  common stock as
of March 29, 2001, was:

                  Class A common stock                8,980,124*
                  Class B common stock               23,039,706
                                                     ----------
                                                     32,019,830
                                                     ==========

*Includes 1,000,000 shares of restricted stock subject to vesting.

Only Class A common stock is publicly traded.

                      Documents Incorporated by Reference:

Portions of the  Registrant's  proxy  statement  for its 2001 Annual  Meeting of
Stockholders are incorporated by reference into Part III herein.

<PAGE>

                                STYLECLICK, INC.

                       INDEX TO ANNUAL REPORT ON FORM 10-K

                   For The Fiscal Year Ended December 31, 2000




                                                                            Page
PART I

Item 1.  Business.........................................................    2

Item 2.  Properties.......................................................   10

Item 3.  Legal Proceedings................................................   10

Item 4.  Submission of Matters to a Vote of Security Holders..............   11



PART II

Item 5.  Market for Registrant's Common Equity and
         Related Stockholder Matters......................................   11

Item 6.  Selected Financial Data..........................................   12

Item 7.  Management's Discussion and Analysis of
         Financial Condition and Results of Operations....................   13

Item 7A. Quantitative and Qualitative Disclosures About Market Risks......   16

Item 8.  Consolidated Financial Statements and Supplementary Data.........   16

Item 9.  Changes in and Disagreements with Accountants
         on Accounting and Financial Disclosure...........................   38



PART III

Item 10. Directors and Executive Officers of the Registrant...............   38

Item 11. Executive Compensation...........................................   38

Item 12. Security Ownership of Certain Beneficial Owners
         and Management...................................................   38

Item 13. Certain Relationships and Related Transactions...................   38



PART IV

Item 14. Exhibits, Financial Statement Schedules and
         Reports on Form 8-K..............................................   39

                                       1
<PAGE>

                                     PART I

Item 1. Business

Corporate Overview

     Styleclick,   Inc.  ("Styleclick"  or  the  "Company")  is  a  provider  of
electronic  commerce   (e-commerce)   technologies  and  services  enabling  its
customers to sell their products online.  Styleclick's offerings include website
design, development and hosting, product imaging, online sales and merchandising
technologies,  inventory  management and  integrated  back-end  fulfillment  and
customer care.

     Styleclick was incorporated in Delaware on March 22, 2000 by USANi Sub LLC,
a wholly-owned subsidiary of USA Networks, Inc. ("USAi"), in connection with the
merger of Styleclick.com Inc.  ("Styleclick.com")  and Internet Shopping Network
LLC  ("ISN"),  a  wholly-owned  subsidiary  of USAi  prior to the  merger.  Upon
consummation of the merger, which was completed on July 27, 2000, Styleclick.com
and ISN became wholly-owned subsidiaries of Styleclick,  and Styleclick became a
majority-owned subsidiary of USAi.

     Styleclick's  capital stock currently  consists of Class A common stock and
Class B common stock.  All of the  outstanding  shares of  Styleclick's  Class B
common  stock are held by USAi.  Subject  to certain  conditions,  each share of
Class B common  stock is  convertible  into one  share of Class A common  stock.
Except as otherwise  provided by  applicable  law,  each share of Class B common
stock  has  10  votes  on  any  matter  submitted  to  a  vote  of  Styleclick's
stockholders  and each share of Class A common  stock has one vote on any matter
submitted to a vote of its stockholders.

     USAi currently holds approximately 72% of Styleclick's  outstanding capital
stock  and  approximately  96% of the total  voting  power of  Styleclick.  As a
result,  USAi is  effectively  able to control the outcome of nearly all matters
submitted to a vote of Styleclick's stockholders.

Recent Developments

     In March 2001, Styleclick announced certain changes including a new company
organization designed to advance its offering of scalable commerce services. The
announcement  included  Styleclick's purchase of certain assets formerly held by
MVP.com, Inc., a former provider of e-commerce services,  including the hardware
and  proprietary  software  comprising  its  technology  platform (the "Acquired
Technology"),  as part of a  liquidation  of assets  formerly  held by  MVP.com.
Additionally,  the Company hired Ian Drury,  former Chief Technology  Officer of
MVP.com and Brent Hill, former Vice President, Business Development, of MVP.com,
the technologists responsible for creating the proprietary software purchased by
Styleclick,  as well as certain other former employees of MVP.com. Messrs. Drury
and Hill have joined Styleclick's senior staff as Executive Vice Presidents.  In
connection  with such hirings  Styleclick  issued to Messrs.  Drury and Hill and
certain  other former  employees of MVP.com an aggregate of 1,000,000  shares of
Class A common  stock  subject  to  certain  restrictions  including  a  vesting
schedule,  and options to purchase an aggregate  of 1,430,500  shares of Class A
common stock.

     Also in March 2001,  Styleclick  announced  that its Board of Directors had
elected Lisa Brown to the office of Chief  Executive  Officer of Styleclick  and
Robert  Halper  to the  office  of  President  and Chief  Operating  Officer  of
Styleclick.  Ms. Brown also serves as Chief  Executive  Officer and President of
USA  Electronic  Commerce  Solutions  LLC,  a  wholly-owned  subsidiary  of USAi
("ECS"), and Mr. Halper as Executive Vice President,  Operations and Finance, of
ECS.

                                       2
<PAGE>

     Finally,  in  conjunction  with the new  company  organization,  Styleclick
received a revolving  line of credit for $15 million from USAi.  The term of the
credit line is 18 months and carries an interest rate of USAi's average  blended
cost of  borrowing.  The credit line can be drawn against only with the approval
of Styleclick's Board of Directors.

Forward-looking Statements

     This report contains "forward-looking statements" within the meaning of the
securities laws.  Styleclick has based these  forward-looking  statements on its
current   expectations  and  projections  about  future  events,  based  on  the
information currently available to Styleclick.  Such forward-looking  statements
are principally contained in the sections "Management's  Discussion and Analysis
of  Financial   Condition  and  Results  of  Operations"   and  "Business."  The
forward-looking  statements include, among other things,  statements relating to
Styleclick's   anticipated  financial  performance,   business  prospects,   new
developments,   evolving   business   strategy   and  similar   matters.   These
forward-looking  statements are subject to risks,  uncertainties and assumptions
that  may  affect  the  operations,  performance,  development  and  results  of
Styleclick's business and include, but are not limited to, the following:

o        Styleclick's evolving and unproven business model;
o        Challenges with Styleclick's technology;
o        Competition from others;
o        Performance of new management;
o        Styleclick's reliance on ECS; and
o        Conflicts of interest among Styleclick, on one hand, and USAi and its
         affiliates, including without limitation ECS, on the other hand.

     Styleclick  undertakes  no  obligation  to  publicly  update or revise  any
forward-looking  statements,  whether  as a result  of new  information,  future
events  or any  other  reason.  In  light  of  these  risks,  uncertainties  and
assumptions, the forward-looking statements in this report may not be accurate.

Industry Background

     The Internet is a highly  interactive medium that allows companies involved
in electronic  commerce to customize online stores,  advertising and promotional
materials  in an effort to  target  specific  groups  and  individuals.  Jupiter
Communications,  an  independent  market  research  organization,  in its report
titled Jupiter  Internet  Shopping Model  (September  2000),  estimates that the
number of Americans  shopping online will increase from 48 million in 2000 to 91
million  in 2003 and that  online  shoppers  will  increase  their  spending  on
products  offered on the  Internet  from $24  billion in 2000 to $71  billion in
2003.

     The Internet is an attractive marketplace for both retailers and consumers.
Using the Internet, retailers may be able to "display" a larger number and wider
variety of products at a lower cost than  physical  stores and  catalogs,  which
have  limitations  on inventory,  shelf and catalog space.  In addition,  online
retailers do not incur the costs of managing and maintaining a retail store base
or the significant printing and mailing costs of catalogs. Online retailers also
enjoy  certain  merchandising  flexibility  including  the ability to easily and
frequently adjust their featured  selections and editorial content in an attempt
to better respond to consumers' needs. Finally,  online retailers may be able to
more easily obtain  demographic and behavioral data about customers,  increasing
such retailers' opportunities for targeted marketing programs.

                                       3
<PAGE>

     The Internet  also offers a number of potential  advantages  to  consumers.
Consumers can enjoy the time savings,  convenience  and  flexibility of shopping
online 24 hours a day,  seven days a week with access to a broader  selection of
products than is traditionally available in a retail store. In addition,  online
retailing allows for personalized  shopping  experiences through the delivery of
content,  purchasing  advice  and  community  and  electronic  features  such as
reminder and suggestion services. Consumers may also benefit from greater access
to product information.

     Traditional "brick and mortar" retailers and brands may decide to develop a
separate infrastructure for their Internet operations, including website design,
order  processing,  fulfillment,  customer  service  and a  descriptive  product
database.  In doing so, such traditional  retailers may also be required to make
significant  capital  investments to develop in-house technology systems as well
as to attract and retain personnel to support an online business.

Business Overview

     Styleclick  provides  e-commerce  technologies  and  services  enabling its
customers to sell their products  online.  At the time of the merger,  which was
consummated on July 27, 2000,  Styleclick.com  and ISN were engaged in different
but related Internet e-commerce businesses.  Styleclick.com was primarily in the
business of developing and selling  technologies and services that enabled other
companies to engage in e-commerce over the Internet, while ISN was principally a
direct  e-commerce  retailer,  operating  two  websites:   FirstAuction.com  and
FirstJewelry.com.  Since the merger, Styleclick has been focusing its efforts on
becoming an "end-to-end"  e-commerce service provider.  As part of this process,
Styleclick is combining  in-house  capabilities,  including  website  design and
management,   content   management,   and  online  auction,   merchandising  and
transaction  processing,  with the capabilities of certain affiliates of USAi or
third parties, which include customer service and product fulfillment.

     Styleclick's  evolving  business  model  makes  the  prediction  of  future
operating results difficult,  and Styleclick expects to incur net losses for the
foreseeable  future. As part of its evolving strategy,  Styleclick may decide to
reduce the development and marketing cost associated  with,  shift the focus of,
or substantially reduce its interest in some or all of its operations, which may
cause a decrease in Styleclick's  anticipated revenue or net income.  Styleclick
intends  to  continue  to  explore   ways  to  reduce   expenses   and  increase
efficiencies.

     In connection with its increased focus on its e-commerce  service  provider
business,   Styleclick  has  significantly  reduced  its  direct  online  retail
business.  Accordingly,  Styleclick  has  ceased  purchasing  inventory  for its
FirstAuction.com and FirstJewelry.com  websites and is in the process of selling
its inventory on hand. Ultimately,  Styleclick intends to sell products that are
obtained either on a consignment or drop-ship  basis.  Styleclick  believes that
this will reduce the risk and cash  requirements of carrying  inventory.  At the
same time,  such  changes will result in  substantially  reduced  revenues  from
product  sales when  compared to  historical  results.  Revenue  from the direct
online retail business was $20.9 million,  or  approximately  94% of revenue for
the year ended  December  31,  2000.  In  addition,  in March  2001,  Styleclick
combined its retail  website,  FirstJewelry.com,  with its  business-to-consumer
auction  website,  FirstAuction.com,  by making  its  existing  FirstJewelry.com
inventory available through FirstAuction.com and redirecting  FirstJewelry.com's
url to the FirstAuction.com site. At the same time, Styleclick is continuing the
process of transitioning  FirstAuction.com into an e-commerce driven service and
moving away from a business-to-consumer website.

                                       4
<PAGE>

     Styleclick  believes  that cash on hand plus the $15  million  credit  line
should be sufficient to fund its operating activities through at least the first
quarter  of 2002.  However,  if  Styleclick's  actual  revenues  are lower  than
predicted,  it may be unable to adjust its operating  expenses  accordingly and,
thus,  could require  additional  capital at an earlier  date.  USAi is under no
obligation to provide additional  capital,  and Styleclick cannot ensure that it
will be able to obtain additional capital on favorable terms or at all.

Products and Services; Customers

     Styleclick Service for Business  Customers.  Styleclick provides customized
"end-to-end"  e-commerce and  merchandising  solutions to companies in search of
effective and  profitable  online  strategies.  Styleclick  offers such business
clients  a  range  of  services  and  products,  including  website  design  and
development;  product  imaging and  presentation;  merchandising;  online sales,
visualization  and  merchandising  technologies;  and back-end  integration.  In
connection with  Styleclick's  operation of most of these  websites,  Styleclick
provides  customer  service  and  fulfillment  through   contractors   including
affiliates of USAi. These websites are hosted on servers owned by Styleclick and
rely on a combination  of third party and Styleclick  proprietary  technology to
operate.   Styleclick   generates   revenue  from  clients  of  its   customized
"end-to-end"  e-commerce  solutions  via service  fees  charged for such design,
construction,  operations and maintenance  services, as well as fees charged for
processing the sites'  e-commerce  transactions  which are often structured as a
share of revenues or profits.

     In addition,  Styleclick  provides services to ECS, as more fully described
below under the heading "Relationship with USAi and USA Information Services".

     Styleclick has faced certain  challenges in meeting its  obligations to its
customers  in a timely  manner  as a result  of  technology  and  other  issues.
Styleclick's  management  believes  that with the  acquisition  of the  Acquired
Technology and the employees hired in connection  therewith,  Styleclick will be
able to adequately address those challenges in the near future.  However,  there
can be no assurance that the Acquired Technology will successfully  address such
problems,  in which case Styleclick faces the risk of losing existing customers,
which would  result in loss of business  and revenue and make it more  difficult
for the Company to attract new customers.

     Styleclick Service for Consumers.  Styleclick designs,  builds and operates
for itself e-commerce  websites,  some of which operate under trademarks that it
owns and some of which operate under licensed  trademarks.  Styleclick  sells to
consumers  through these sites merchandise which Styleclick has purchased or for
which Styleclick enters into consignment or drop-ship arrangements. Styleclick's
revenue  sources for all of these sites include  sales to  consumers,  including
shipping and handling charges, and often include service fees charged for design
construction,  operations  and  maintenance  services.  Although  Styleclick has
purchased  inventory  in the past,  it has ceased doing so and intends to source
its product  for these sites in the future  through  consignment  and  drop-ship
arrangements.  Styleclick has substantially  decreased  emphasis on its consumer
services operating under Styleclick-owned brands, including decreasing marketing
cash expenditures and inventory expenditures.

Relationship with USAi and USA Information and Services

     Styleclick   works  in  conjunction   with  USA  Information  and  Services
("USAIS"),  which coordinates the efforts of those of USAi's businesses  engaged
in various forms of transactional  interactivity.  Styleclick works very closely
with other USAIS divisions,  including ECS. ECS has engaged  Styleclick to build
the online stores for NASCAR,  the PGA Tour and  CBS/Sportsline as a part of the
overall services  offered by ECS in connection with such websites.  With respect
to such stores,  Styleclick provides ECS with various services which may include
website design,  development and hosting,  product imaging, and online sales and
merchandising.

                                       5
<PAGE>

     Styleclick  anticipates that ECS's role as a customer of Styleclick will be
significant during 2001 as a result of ECS's NASCAR, CBS/Sportsline and PGA Tour
relationships,  and that consequently ECS will be Styleclick's  largest customer
in 2001. In addition,  Styleclick and ECS intend to seek opportunities to expand
Styleclick's  role as a vendor of ECS. To the extent such  opportunities  arise,
Styleclick  may  become  increasingly  dependent  upon  ECS's  ability  to  sell
services,  including the services provided by Styleclick,  to ECS's existing and
future  customers.   Because  ECS  engages  the  services  of  Styleclick  on  a
project-by-project  basis and is under no obligation,  contractual or otherwise,
to engage such  services in the future,  Styleclick  cannot be certain  that ECS
will  continue  to  use  Styleclick's  services  at  the  level  anticipated  by
Styleclick or at all. ECS's inability to achieve  anticipated  sales levels,  or
its decision not to utilize the  services of  Styleclick,  could have a material
adverse  effect on  Styleclick's  business,  financial  condition and results of
operations.

     In  addition  to its  relationship  with ECS,  Styleclick  is a customer of
Precision  Response  Corporation  ("PRC"),  a  division  of USAIS  and a leading
full-service  provider of outsourced  customer care that is able to offer a full
spectrum of customer relationship  management ("CRM")  capabilities.  Styleclick
utilizes  PRC's  services in its  overall  service  offering  to its  customers.
Styleclick is also a customer of Home Shopping  Network  ("HSN"),  a division of
USAi, utilizing HSN's warehousing and fulfillment capabilities.  Styleclick does
not have long-term contracts or arrangements with either PRC or HSN, and neither
PRC or HSN is under any  obligation  to provide  services to  Styleclick  or its
customers in the future. Any negative change in the relationship could adversely
affect the  day-to-day  operations  of  Styleclick  which may cause a decline in
revenues.

     Conflicts of interest may arise between  Styleclick,  on the one hand,  and
USAi and its affiliates,  including without  limitation ECS, PRC and HSN, on the
other  hand,  in areas  relating  to past,  ongoing  and  future  relationships,
corporate  opportunities,  indemnity  agreements,  tax and intellectual property
matters,  potential  acquisitions  or  financing  transactions,  sales  or other
dispositions  by USAi of shares of  Styleclick  common  stock held by it and the
exercise by USAi of its ability to control Styleclick's  management and affairs.
For  example,  USAi is  engaged  in a diverse  range of media and  entertainment
related  businesses  and these  businesses  may have  interests that conflict or
compete in some manner with Styleclick's  business. In particular,  ECS packages
scalable solutions in areas of merchandising, database marketing, teleservicing,
online customer care and fulfillment. Consequently, there is significant overlap
in the  services  offered  by  ECS,  a  wholly-owned  subsidiary  of  USAi,  and
Styleclick.  In addition,  In March 2001, Styleclick announced that its Board of
Directors had appointed Lisa Brown to the office of Chief  Executive  Officer of
Styleclick  and Robert  Halper to the office of  President  and Chief  Operating
Officer of  Styleclick.  Ms. Brown also serves as President and Chief  Executive
Officer of ECS and Robert Halper serves as Executive Vice President,  Operations
and Finance, of ECS. However, USAi and its affiliates,  including ECS, are under
no obligation to share any future  business  opportunities  available to it with
Styleclick,  unless  Delaware  law  requires  them  to do so,  and  Styleclick's
certificate of incorporation  specifically includes provisions that release USAi
from this  obligation and any liability that would result from a breach of these
obligations. There can be no assurance that any conflicts that may arise between
Styleclick  and  USAi or any of its  affiliates,  including  ECS,  any loss of a
corporate  opportunity  to USAi that may otherwise be available to Styleclick or
any engagement by USAi in any activity that is similar to Styleclick's business,
will not harm Styleclick's business or negatively impact its financial condition
or results of  operations  because  these  conflicts  of interest or a loss of a
corporate  opportunity  could  result  in a loss of  customers  and,  therefore,
revenue.

                                       6
<PAGE>

     Styleclick  and  USAi  are  considering  arrangements  whereby  USAi or its
affiliates  would provide certain  administrative  and  operational  services to
Styleclick. Styleclick expects that these arrangements, if adopted, would reduce
Styleclick's  expenses  and may improve  the  likelihood  that ECS would  supply
business  opportunities  to  Styleclick.  Styleclick  cannot  ensure  that  such
arrangements will be put in place, what the terms of such arrangements  would be
or whether  such  arrangements  would,  in fact,  result in  increased  business
opportunities for Styleclick.

Competition

     Styleclick  faces   competition  from  companies  that  currently   provide
e-commerce  services  similar to those  offered by  Styleclick,  including  Blue
Martini, BEA, CrossCommerce, Digital River, Vcommerce, Global Sports, InterWorld
and Escalate.  Certain of Styleclick's competitors may be advantaged as compared
to Styleclick  with respect to  technology,  client  lists,  scale and access to
capital. In addition,  Styleclick  potentially faces competition from companies,
such as  Amazon.com,  that possess the  technology  and  expertise  necessary to
effectively  operate  large-scale  e-commerce  businesses,   but  that  may  not
currently  offer such  services  to  third-parties.  In  addition,  Styleclick's
consumer  businesses face  competition  from auction  companies  including eBay,
Yahoo!  Auctions,  uBid, Microsoft Auctions,  Auctionwatch and FairMarket,  that
have  significantly  stronger  brands,  higher usage and greater  resources than
Styleclick.  In addition,  Styleclick's challenges in meeting its obligations to
its  existing  customers  may make it  difficult  for  Styleclick  to attract or
adequately  service new  customers.  Styleclick's  management  believes that its
recent purchase of the Acquired Technology will improve its competitive position
in the  marketplace,  although it cannot  guarantee  that this will be the case.
Styleclick  believes that the principal  competitive  factors in this market are
scale,  selection of goods,  customer  service,  reliability of delivery,  brand
recognition,  website  convenience and accessibility,  price,  quality of search
tools and system reliability.

Technologies

     Styleclick believes that its technology, including the Acquired Technology,
provides Styleclick with capabilities in conducting electronic commerce over the
Internet, including:

     o    Website  Management-the  ability to manage the  creation  of  Internet
          websites  and update  product  information  on these  websites  with a
          minimum amount of programming effort;

     o    Content  Management-the  ability to create,  update and place  product
          information;

     o    Database   Creation-the   ability  to  create  and  update  searchable
          databases;

     o    Presentation-the ability to manage, search and display digital product
          information in a way that allows  compatible  search engines to become
          aware of, and match content against, user searches; and

     o    Distributed electronic  commerce-the ability to deliver images of, and
          information and related  commentary about,  products and to complete a
          sales transaction within a website.

                                       7
<PAGE>

     In the past, Styleclick has experienced significant stability problems with
its  technology   resulting  in  intermittent   service   interruptions  in  its
FirstAuction.com website.

     Styleclick  has also  experienced  certain  performance  problems  with its
current e-commerce  platform.  Although there can be no assurance,  Styleclick's
management believes that its technology,  following the purchase of the Acquired
Technology,  will be  adequate  to meet the needs of  Styleclick's  current  and
prospective  customers.  In the event that the Acquired Technology does not live
up to management's expectations,  Styleclick's business, financial condition and
results of operations may be adversely effected.

     Currently, Styleclick's technology development focuses on:

     o    developing real-time merchandising tools;
     o    strengthening its order management capabilities; and
     o    creating a scalable and sufficiently  open architecture to accommodate
          easy  integration  with  multiple  fulfillment  and  customer  service
          systems.

     The e-commerce  markets for shopping and related services are characterized
by rapid changes in  technology,  customer  needs and  preferences  and evolving
industry  standards.  If Styleclick fails to anticipate or respond adequately to
changes in  technology  and  customer  requirements  and  preferences,  or if it
encounters  any  significant  delays in  developing or enhancing its products or
services,  such  failure  or delays  may make it  difficult  for  Styleclick  to
effectively compete in the marketplace, and result in a reduction in anticipated
revenues.

Acquisition of Certain MVP.com's Assets

     In March 2001  Styleclick  acquired  the Acquired  Technology  as part of a
liquidation of assets formerly held by MVP.com.  The  acquisition  included both
hardware  and  proprietary  software.  When owned and  operated by MVP.com,  the
Acquired  Technology  supported  several  online  stores that operated at scale,
including  those of the PGA Tour and  CBS/Sportsline.  Additionally,  Styleclick
hired  the core  technologists  who built and ran the  Acquired  Technology  and
certain  other  former  employees  of  MVP.com.  Styleclick  believes  that  the
acquisition of MVP.com's technology platform will enable Styleclick to serve its
commerce  partners  more  effectively.  However,  in the event that the Acquired
Technology does not live up to management's  expectations Styleclick's business,
financial condition and results of operations may be adversely effected.

Data Centers

     Styleclick's  hardware  is  currently  located  in two  sites  in  Southern
California  and is operated  under  agreements  with Verio  Networks  and Exodus
Communications  Incorporated.  This architecture is designed for redundancy. The
acquired  assets and platform of MVP.com are  currently  located in two sites in
Chicago,  one of which is a data center hosted by Level 3  Communications,  Inc.
Styleclick  believes  that it has the  ability to expand its  hardware  capacity
easily and in a secure environment.

Intellectual Property and Proprietary Rights

     Styleclick  maintains  certain  technologies  as  proprietary  and seeks to
protect them under existing United States and international laws relating to the
protection  of  intellectual  property.  Styleclick  also  utilizes  contractual
restrictions  in an effort  to  protect  its  intellectual  property,  including
confidentiality,  invention  assignment and  nondisclosure  agreements  with its
partners,   employees,   contractors  and  suppliers.   Styleclick  pursues  the
registration  of certain of its key  trademarks  and service marks in the United
States and internationally.

                                        8
<PAGE>
     Two  United  States  patents  cover  certain  of  Styleclick's  proprietary
technology:  one related to rendering and modeling technology and one related to
3-D modeling  techniques.  Styleclick also has received a notice of allowance of
its pending patent application  covering  technology that creates an interactive
digital  dressing  room  that  allows  apparel  to be fitted  to  specific  body
dimensions and of its pending patent application for the delivery of 3-D scenes.
However,  Styleclick cannot ensure that its patents can be adequately  protected
or that  competitors of Styleclick do not have  non-infringing  technology  that
allows them to provide similar products and services.

     Effective  patent,  trademark,  service  mark,  copyright  and trade secret
protection  may not be available  or sought by  Styleclick  in every  country in
which its  products  and services  are made  available  online.  There can be no
assurance that the steps taken by Styleclick to protect its  proprietary  rights
will be adequate or that third parties will not infringe or  misappropriate  its
patents, copyrights,  trademarks, trade dress and similar proprietary rights. In
addition,  there  can  be no  assurance  that  other  parties  will  not  assert
infringement claims, including patent infringement claims, against Styleclick.

Regulation

     Although there are very few laws and regulations directly applicable to the
protections of consumers with respect to Internet commerce,  it is possible that
legislation  will be  enacted  in this  area and  could  cover  such  topics  as
permissible  online  content and user privacy  (including the  collection,  use,
retention and transmission of personal  information provided by an online user).
Furthermore,  the growth and demand  for online  commerce  could  result in more
stringent consumer protection laws that impose additional  compliance burdens on
online companies.

     Moreover,  in many states there is currently great  uncertainty  whether or
how existing laws governing issues such as property  ownership,  sales and other
taxes,  libel and personal  privacy apply to the Internet and commercial  online
services.  These issues may take years to resolve.  For example, tax authorities
in a number of  states,  as well as a  Congressional  advisory  commission,  are
currently reviewing the appropriate tax treatment of companies engaged in online
commerce, and new state tax regulations may subject Styleclick and its customers
to additional state sales and income taxes.  New legislation or regulation,  the
application  of  laws  and  regulations  from  jurisdictions  whose  laws do not
currently  apply to Styleclick's  business,  or the application of existing laws
and  regulations to the Internet and commercial  online services could result in
significant  additional taxes on Styleclick's  business.  There is a possibility
that  Styleclick may be subject to  significant  fines or other payments for any
past failures to comply with these requirements.

     Federal  legislation  imposing some limitations on the ability of states to
impose  taxes on  Internet-based  sales was enacted in 1998.  The  Internet  Tax
Freedom Act, as this  legislation is known,  imposes a three-year  moratorium on
state and local  taxes on  Internet  access  (unless  these taxes were in effect
prior  to  October  1,  1998)  but  only  where  these  taxes  are  multiple  or
discriminatory on electronic commerce.  It is possible that the legislation will
not be  renewed  when it  terminates  in  October  2001.  Failure  to renew  the
legislation could allow state and local governments to impose taxes on Internet-
based sales, and these taxes could hurt Styleclick's business.

                                       9
<PAGE>


Employees

     As of December  31, 2000,  Styleclick  employed  201  full-time  employees,
including 13 in sales and marketing,  89 in product  development and systems, 40
in  merchandising  and  fulfillment,  32 in content and creative areas and 27 in
general and administrative areas. None of Styleclick's employees are represented
by a labor union, and Styleclick has never experienced a work stoppage.

Item 2.  Properties

     In 2000, Styleclick moved its executive  headquarters to an office building
with approximately 23,000 square feet of office space in Los Angeles, California
under a lease expiring in 2005. Styleclick has a second location in Culver City,
California with approximately 23,000 square feet under a lease expiring in 2006.
Styleclick's   New  York  office   consists   of  4,000   square  feet  under  a
month-to-month  arrangement with  Ticketmaster,  a majority-owned  subsidiary of
USAi.  Styleclick  leases a 4,800  square foot  facility  in High  Point,  North
Carolina  under a lease that expires in 2004.  Styleclick  leases an  additional
10,000  square feet in Los  Angeles,  under a lease  expiring in 2002,  which it
subleases to a third party.  Styleclick  believes that its leased properties are
adequate and suitable for its current and foreseeable business needs.

Item 3.  Legal Proceedings

     From time to time Styleclick may be subject to legal proceedings and claims
in the ordinary course of its business, including claims of alleged infringement
of the trademarks  and other  intellectual  property  rights of third parties by
Styleclick.  In addition,  litigation  may be necessary in the future to enforce
Styleclick's  intellectual  property rights,  to protect its trade secrets or to
determine  the  validity  and scope of the  proprietary  rights of others.  This
litigation,  regardless of outcome or merit,  could result in substantial  costs
and  diversion  of  management  and  technical  resources,  any of  which  could
materially harm Styleclick's business.

Loevner

     On February 8, 1999, ISN filed a Demand for Arbitration  with the office of
the American  Arbitration  Association in Orlando,  Florida.  ISN commenced this
arbitration  to settle  disputes  arising out of claims by ISN's  former CEO and
president, Kirk Loevner, following the termination of his employment on or about
August 10, 1998. Mr. Loevner claims  entitlement to options on 250,000 shares of
stock of Internet Shopping Network, Inc.

     Mr. Loevner  responded by initiating an action against the Company in Santa
Clara  County  Superior  Court on March 5,  1999,  titled  Loevner  v.  Internet
Shopping  Network LLC, Case No. CV 780394.  Mr.  Loevner's  complaint  sought an
unspecified  amount of  compensatory  damages,  penalties  under the Labor Code,
punitive  damages,  and  attorney's  fees  and  costs.  On April  5,  1999,  ISN
petitioned the Court to compel  arbitration and stay the litigation  pursuant to
Mr. Loevner's employment agreement.  The Santa Clara Superior Court denied ISN's
petition on  September  14, 1999.  ISN  appealed,  and on November 9, 2000,  the
California  Court of  Appeal  overruled  the  Superior  Court's  denial of ISN's
petition to compel arbitration.

     On  December  19,  2000,  Mr.  Loevner  filed a petition  for review in the
California  Supreme Court.  The  California  Supreme Court granted  review,  but
deferred  further action pending the United States Supreme Court's decision on a
related issue  involving  the Federal  Arbitration  Act. On March 21, 2001,  the
United  States  Supreme  Court  announced  its  decision  applying  the  Federal
Arbitration Act to contracts of employment.  Based on this decision,  Styleclick
expects that Mr.  Loevner's  action should be stayed pending the  arbitration of
his claims  before  the  American  Arbitration  Association  in Tampa,  Florida.
Although it is  impossible  to opine as to the ultimate  outcome of this matter,
Styleclick  believes that Mr. Loevner's claims are without merit, and it intends
vigorously to defend against Mr. Loevner's allegations in this matter.

                                       10
<PAGE>

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

     No matters were  submitted to a vote of security  holders during the fourth
quarter of 2000.

                                     PART II

Item 5. Market for Registrant's Common Stock and Related Stockholder Matters

Trading Prices of Securities

     Since the merger of Styleclick.com  and ISN on July 27, 2000,  Styleclick's
Class A common stock has traded on the NASDAQ  National  Market under the symbol
"IBUY".  There is no established  public trading market for Styleclick's Class B
common stock.  The following  table sets forth the high and low sales prices per
share  for  Styleclick's  Class A common  stock for the  period  from July 27 to
December 31, 2000, as reported by NASDAQ:

                                                           Sales Prices
                                                      High             Low
     Year Ended December 31,  2000
     3rd Quarter (from July 27, 2000)               $12 1/2           $7 1/2
     4th Quarter                                    $9 7/16           $1 1/4

     As of March 29, 2001,  Styleclick had approximately  2,600  shareholders of
record. The closing price of Styleclick's Class A common stock on March 29, 2001
was $1.19.  Styleclick  did not  declare or pay  dividends  on its common  stock
during 2000 and does not intend to pay dividends in the foreseeable future.

Recent Sales of Unregistered Securities

     In connection with the merger on July 27, 2000, Styleclick issued shares of
its Class B common stock and  warrants to purchase  shares of its Class B common
stock to USAi and one of its  affiliates  in  accordance  with  exemptions  from
registration  available  under  the  Securities  Act of 1933,  as  amended  (the
"Securities Act"). In particular, Styleclick issued:

(1)  22,500,985 shares of its Class B common stock to USAi;
(2)  538,721 shares of its Class B common stock to USANi LLC;
(3)  a warrant to USAi,  expiring in July 2010, to purchase 12,579,176 shares of
     its Class B common stock at $11.50 per share,  which provides that USAi may
     exercise  the warrant  without  payment of cash by electing to receive only
     the  number of shares  equal to the  increase  in the value of the  warrant
     divided by the market  price of the shares at the time of exercise and that
     USAi may pay up to 50% of the exercise  price of the warrant in the form of
     advertising and promotional services provided to Styleclick; and
(4)  a warrant to USAi,  expiring in January 2010, to purchase 328,084 shares of
     its Class B common stock at $19.05 per share.

                                       11
<PAGE>

Such  sales  were in  consideration  of all of the  equity of ISN,  $40  million
dollars in cash,  $10  million  in  advertising  and  promotion  services  to be
provided by USAi to Styleclick  over a three-year  period and a $10 million line
of credit  provided  by USAi to  Styleclick.com  (which line of credit was fully
paid-off and terminated following the merger).

     The sales of the  securities  described in items (1), (2), (3) and (4) were
deemed to be exempt from  registration  under the  Securities Act in reliance on
Section 4(2) of the Securities Act, or Regulation D promulgated  thereunder,  as
transactions by an issuer not involving a public offering.

Item 6. Selected Financial Data

     The  following  table  presents  selected  historical   financial  data  of
Styleclick,  ISN and  ISN's  predecessor  company.  The data  should  be read in
conjunction  with the financial  statements,  related notes and other  financial
information pertaining to Styleclick included herein.


<TABLE>
<CAPTION>
                                            Years Ended December 31,
                              --------------------------------------------------
                                2000(1)   1999(2)   1998(2)   1997(2)   1996(3)
                              --------------------------------------------------
                                     (In thousands, except per share data)
<S>                           <C>        <C>        <C>       <C>       <C>
Statements of Operation Data:
Net revenues                  $ 22,308   $ 28,962   $24,066   $12,954   $11,022
Net loss                      (206,991)   (42,494)  (16,924)  (10,676)   (8,717)
Balance Sheet Data:
Total assets                    51,320     28,121    12,659     3,554     2,233
Long-term debt                       -          -         -         -         -
Per common share:
  Net loss-Basic and Diluted     (8.27)     (2.08)    (0.83)    (0.52)    (0.43)
  Cash dividends declared            -          -         -         -         -

</TABLE>

(1)  The statement of operations  data includes the operation of  Styleclick.com
     since the acquisition by Styleclick on July 27, 2000.  Styleclick accounted
     for this acquisition using the purchase method of accounting and the assets
     and liabilities of Styleclick.com  were adjusted at the acquisition date to
     reflect their respective fair value.

(2)  The selected financial data includes ISN only.

(3)  The statement of operations  data  represents the  predecessor to ISN. USAi
     acquired ISN on December 20, 1996 and accounted for the  transaction  using
     the purchase  method of accounting  and the assets and  liabilities  of ISN
     were  adjusted as of December  31, 1996 to reflect  their  respective  fair
     values.

(4)  Reflects a  write-down  of $145.6  million as goodwill  amortization  as of
     December 31, 2000.

                                       12
<PAGE>
Item 7. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations

     The following  discussion  should be read in conjunction with the financial
statements  and the notes  thereto  appearing  elsewhere  in this  report.  This
discussion   contains   forward-looking   statements   that  involve  risks  and
uncertainties.  Our actual results may differ  materially from those anticipated
in these forward-looking  statements as a result of certain factors,  including,
but not limited to, those set forth below and elsewhere in this report.

General

     Styleclick was incorporated in Delaware on March 22, 2000 by USANi Sub LLC,
a   wholly-owned   subsidiary  of  USAi,  in  connection   with  the  merger  of
Styleclick.com Inc. and Internet Shopping Network LLC, a wholly-owned subsidiary
of USAi  prior  to the  merger.  Upon  consummation  of the  merger,  which  was
completed  on  July  27,  2000,   Styleclick.com  and  ISN  became  wholly-owned
subsidiaries of Styleclick, and Styleclick became a majority-owned subsidiary of
USAi.

     Styleclick,   Inc.  is  a  provider  of  electronic  commerce  (e-commerce)
technologies and services  enabling its customers to sell their products online.
Styleclick's offerings include website design,  development and hosting, product
imaging, online sales and merchandising  technologies,  inventory management and
integrated back-end fulfillment and customer care.

     Styleclick's  evolving  business  model  makes  the  prediction  of  future
operating results difficult,  and Styleclick expects to incur net losses for the
foreseeable  future. As part of its evolving strategy,  Styleclick may decide to
reduce the development and marketing cost associated  with,  shift the focus of,
or substantially reduce its interest in some or all of its operations, which may
cause a decrease in Styleclick's  anticipated revenue or net income.  Styleclick
intends  to  continue  to  explore   ways  to  reduce   expenses   and  increase
efficiencies.

     In connection with its increased focus on its e-commerce  service  provider
business,   Styleclick  has  significantly  reduced  its  direct  online  retail
business.  Accordingly,  Styleclick  has  ceased  purchasing  inventory  for its
FirstAuction.com and FirstJewelry.com  websites and is in the process of selling
its inventory on hand. Ultimately,  Styleclick intends to sell products that are
obtained either on a consignment or drop-ship  basis.  Styleclick  believes that
this will reduce the risk and cash  requirements of carrying  inventory.  At the
same time,  such  changes will result in  substantially  reduced  revenues  from
product  sales when  compared to  historical  results.  Revenue  from the direct
online retail business was $20.9 million,  or  approximately  94% of revenue for
the year ended  December  31,  2000.  In  addition,  in March  2001,  Styleclick
combined its retail  website,  FirstJewelry.com,  with its  business-to-consumer
auction  website,  FirstAuction.com,  by making  its  existing  FirstJewelry.com
inventory available through FirstAuction.com and redirecting  FirstJewelry.com's
url to the FirstAuction.com site. At the same time, Styleclick is continuing the
process of transitioning  FirstAuction.com into an e-commerce driven service and
moving away from a business-to-consumer website.

     As a result of current and anticipated  operating  losses of Styleclick and
the continuing  evaluation of operations and technology,  management  determined
the goodwill  recorded in conjunction with the merger is impaired and recorded a
write-down of $145.6 million as goodwill  amortization  as of December 31, 2000.
Management is continuing to evaluate the operations of  Styleclick,  which could
result in additional  write-downs and costs to further  restructure the business
to improve results.

                                       13
<PAGE>
Results of Operations

     The results of operations  discussed  below for the year ended December 31,
2000 include Styleclick.com's results of operations from the date of acquisition
(July 27,  2000).  The results for the years  ended  December  31, 1999 and 1998
reflect only the historical financial position and results of operations of ISN.
As stated  above,  the Company is in the process of changing its focus away from
business-to-consumer  transactions  and towards its e-commerce  service provider
business.  Consequently, the following discussion is not necessarily relevant to
an analysis and understanding of the future prospects of Styleclick.

2000 Compared with 1999

Revenue and Gross Profit

     For the year ended  December  31,  2000,  net  revenues  decreased  by $6.7
million, or 23%, compared to the year ended December 31, 1999. Merchandise sales
decreased  $8.0 million  primarily  due to the decrease in sales in the computer
and consumer  electronic  categories  (less  profitable  categories)  in 2000 as
compared to 1999.  Styleclick  continued  to focus its sales on more  profitable
home and  accessories  categories in 2000. As a result,  the sales from the less
profitable categories were not yet fully replaced in 2000. The decrease was also
caused by Styleclick's  decision in the fourth quarter of 2000 to transition out
of the  business-to-consumer  market in order to focus on growing its technology
and service offerings. The decrease in merchandise sales was partially offset by
a $1.4 million  increase in service  revenues  generated by Styleclick after the
merger.

     Gross profit  decreased by $0.8 million  primarily  due to the $0.9 million
inventory reserve which was recorded during the second quarter in 2000 to reduce
the value of the inventory to be sold through alternative  distribution channels
(the entire  large-ticket  furniture  inventory has been  liquidated).  The $0.9
million  expense was offset by the $1.3  million  gross  margin  generated  from
Styleclick's service revenues after the merger.

Operating Costs and Expenses

     For the year ended December 31, 2000, total operating costs and expenses of
$207 million  increased by $163.7 million or 378% compared to 1999. The increase
included a $169.2 million amortization of goodwill expense recorded in 2000. The
$169.2 million  amortization  expense  included a $145.6  million  write-down of
Styleclick's  goodwill value in 2000. In connection  with its  announcement of a
new company organization in March 2001,  Styleclick evaluated its operations and
technology  as  well  as  the  current  and  anticipated  operating  losses  and
determined to record a $145.6 million  write-down of the goodwill related to the
merger in the fourth quarter of 2000.  Excluding this amortization  expense, the
operating costs and expenses were $5.5 million less in 2000 as compared to 1999.
The decrease in selling and marketing  expense of $5.1 million  reflects reduced
advertising  spending on the  FirstAuction.com  website as part of  Styleclick's
decision  to  accelerate  its move  away from the  business-to-consumer  market.
Product development costs decreased by $1.3 million due to software  development
costs related to the FirstJewelry.com  website for the preliminary project stage
which were  expensed in the first  quarter of 1999.  General and  administrative
expenses  were  $0.4  million  higher  than  those  incurred  in 1999  due to an
increased headcount and greater recruiting expenses after the merger.  Write-off
of  capitalized  software cost  decreased by $2.2 million in 2000 resulting from
the excess of the $4.5 million write-off of ISN's software costs associated with
the FirstOutlet  website in 1999 over the $2.3 million  write-off of capitalized
software costs related to an accounting  software  package and  electronic  data
interchange  software.  The write-offs of capitalized software products were not
in use and have no realizable value to Styleclick. Depreciation and amortization
expense was $2.6 million higher than during 2000 due to greater capital spending
for  hardware,  software  and  software  development  primarily  related  to the
FirstJewelry.com  website and the acquisition of Styleclick.com.  In addition to
the $2.3 million  write-off of capitalized  software costs in 2000, a $1 million
expense related to restructuring costs incurred in 2000 was also recorded.


                                       14
<PAGE>
     For the year ended  December 31, 2000,  net loss  increased  $164.5 million
primarily due to increased operating expenses (primarily amortization expense of
goodwill and the write-off of capitalized  software  costs) and the write-off of
inventory.

     As a limited  liability  company,  ISN was not  subject to federal or state
income taxes.  Instead, the LLC members of ISN are responsible for taxes related
to earnings  attributable to each member.  In conjunction  with the merger,  ISN
became a wholly-owned subsidiary of Styleclick.  Styleclick is a "C" Corporation
and consequently is now subject to tax as a "C"  Corporation.  The change in tax
status has no  significant  impact on the  results of  Styleclick's  operations.
Styleclick  recorded  no  provision  for  income  taxes  in 2000  due to its net
operating loss after the merger.

1999 Compared with 1998

Revenue and Gross Profit

     For the year ended December 31, 1999, net revenues  increased $3.4 million,
or 16.0%, to $24.7 million from $21.3 million  compared to 1998 primarily due to
increased sales from  FirstAuction.com and to a lesser extent  FirstJewelry.com,
which was  launched  at the  beginning  of the  fourth  quarter  of 1999.  These
increases  were  partially  offset by the shut down of the  Computer  Superstore
business in October 1998. Total units shipped  increased by 96.4% to 1.0 million
units compared to 0.5 million units in 1998 as the product mix shifted away from
higher  priced  electronics  and  computers  to lower  priced  home and  leisure
products.  Gross profit  decreased  by $0.1 million to $0.8 million  (3.2%) from
$0.9 million (4.1%) in 1998 due primarily to increased costs of shipping product
as FirstAuction.com offered free shipping to expand the business.

Operating Costs and Expenses

     For the year ended December 31, 1999,  total  operating  costs and expenses
increased $25.1 million, or 138.2%, to $43.3 million from $18.2 million compared
to 1998,  primarily due to increased general and  administrative  costs of $11.1
million,  $5.5  million in selling  and  marketing  and $2.2  million of product
development  expenses.  The increase in general and administrative  expenses was
primarily  personnel  expenses of $6.5 million due to increased  staffing needs,
and the product development cost increase was for the launch of FirstJewelry.com
and to expand and enhance the FirstAuction.com business. The increase in selling
and marketing  costs resulted  primarily from  advertising and promotion of $3.0
million  for the  FirstJewelry.com  launch.  Also,  in 1999,  ISN wrote off $4.5
million of costs associated with the FirstOutlet website, which were incurred in
1999, when management determined not to launch the website. Depreciation expense
increased  $1.8  million  due  to  hardware,   software  licenses  and  software
development  purchases to support the operations of FirstAuction.com and for the
launch of FirstJewelry.com.

     As a limited  liability  company,  ISN is not  subject  to federal or state
income taxes,  but rather ISN's members are responsible for taxes related to the
earnings attributable to each member.

                                       15
<PAGE>


Liquidity and Capital Resources

     Net cash used in operating  activities was $31.2 million,  which  primarily
resulted from the $206.7 million  operating loss and the $10.1 million  payments
made by  Styleclick  on its  accounts  payable  and  accrued  liabilities  since
December  31,  1999.  Such  operating  loss and cash  payments  were offset by a
decrease in  inventories  ($4.3  million),  an increase in related party payable
($4.2 million) and three non-cash  expense items:  depreciation and amortization
($5.9 million), amortization and write-down of goodwill ($169.2 million) and the
write-off  of   Styleclick's   capitalized   software   costs  ($2.3   million).
Additionally,  cash used in connection  with  investing  activities  for capital
expenditures was $2.6 million in 2000. Finally,  USAi made capital contributions
of  approximately  $60 million in 2000, of which $40 million was  contributed in
connection  with the merger of ISN and  Styleclick.com  on July 27, 2000. Of the
$40 million, $10.2 million was repaid to USAi for amounts previously advanced to
Styleclick.com under a bridge loan and associated interest.

     In March  2001,  Styleclick  received  a  revolving  line of credit for $15
million  from  USAi.  The term of the credit  line is 18 months  and  carries an
interest rate of USAi's average  blended cost of borrowing.  The credit line can
be drawn against only with the approval of Styleclick's Board of Directors.

     Styleclick  has   experienced   significant   operating   losses  and  used
significant  cash in operations in the past two years.  In addition,  as part of
Styleclick's  purchase of the  technology  platform of MVP.com and the hiring of
certain  former  employees  of MVP.com,  Styleclick  is  committed  to expending
certain resources.  These include,  but are not limited to, salaries,  operating
expenses,  technology  development  costs and  capital  expenditures.  While the
specific  amount of this commitment is not fully known at this time, the Company
believes that cash on hand plus the credit line should be sufficient to fund its
operating activities through at least the first quarter of 2002. Styleclick does
not currently  anticipate  that it will be profitable or generate  positive cash
flow  during  2001.  Consequently,  Styleclick  intends  to focus on  generating
revenues without the necessity of purchasing  inventory,  reducing  expenses and
other actions to achieve a positive  cash flow as quickly as possible.  However,
if Styleclick's does not achieve these goals it may require  additional  capital
at an earlier date. USAi is under no obligation to provide  additional  capital,
and Styleclick cannot ensure that it will be able to obtain  additional  capital
on favorable terms or at all.

Item 7A. Quantitative and Qualitative Disclosure of Market Risk

         None.

Item 8.  Financial Statements and Supplementary Data

                                       16
<PAGE>

                         REPORT OF INDEPENDENT AUDITORS

The Board of Directors and Stockholders
Styleclick, Inc.

     We have audited the accompanying  balance sheets of Styleclick,  Inc. as of
December  31,  2000  and  1999,  and  the  related   statements  of  operations,
stockholders'  equity,  and cash flows for each of the three years in the period
ended  December  31, 2000.  Our audits also  included  the  financial  statement
schedule listed in the Index at Item 14(d).  These financial  statements and the
financial statement schedule are the responsibility of the Company's management.
Our  responsibility  is to express an opinion on these financial  statements and
the financial statement schedule based on our audits.

     We conducted our audits in accordance  with  auditing  standards  generally
accepted in the United States.  Those standards require that we plan and perform
the audit to obtain reasonable  assurance about whether the financial statements
are free of material misstatement.  An audit includes examining on a test basis,
evidence supporting the amounts and disclosures in the financial statements.  An
audit also includes  assessing the accounting  principles  used and  significant
estimates  made by  management,  as well as  evaluating  the  overall  financial
statement  presentation.  We believe that our audits provide a reasonable  basis
for our opinion.

     In our opinion,  the financial statements referred to above present fairly,
in all material respects, the financial position of Styleclick, Inc. at December
31, 2000 and 1999,  and the results of its operations and its cash flows for the
three years in the period ended December 31, 2000, in conformity with accounting
principles  generally accepted in the United States.  Also, in our opinion,  the
related financial statement  schedule,  when considered in relation to the basic
financial statements taken as a whole,  presents fairly in all material respects
the information set forth therein.

                                                 /s/ ERNST & YOUNG LLP

Los Angeles, California
January 29, 2001 (except for Note 3
as to which the date is March 22, 2001)

                                       17
<PAGE>

<TABLE>
<CAPTION>
                                Styleclick, Inc.
                                 Balance Sheets

                                                             December 31,
                                                          2000          1999
                                                       ----------    ----------
                                                            (in thousands,
                                                          except share data)
<S>                                                    <C>           <C>
Current assets:
   Cash and cash equivalents                           $   16,201    $        9
   Accounts receivable, net of allowance
     of $700 and $42, respectively                            891           679
   Inventories, net                                         7,057        11,319
   Deferred advertising and promotion                       3,657             -
   Prepaid expenses and other current assets                  627           913
                                                       ----------    ----------
Total current assets                                       28,433        12,920
Property and equipment, net of accumulated
   depreciation of $13,238 and $6,020, respectively        13,497        15,121
Goodwill, net                                               1,000             -
   Deferred advertising and promotion, non-current          8,315             -
Other assets                                                   75            80
                                                       ----------    ----------
   Total assets                                        $   51,320    $   28,121
                                                       ==========    ==========

Liabilities and Stockholders' Equity
Current liabilities:
   Accounts payable                                    $    2,754    $    2,876
   Accrued liabilities                                      2,291         8,736
   Deferred income                                            177             -
   Due to related parties                                   4,171           329
                                                       ----------    ----------
Total current liabilities                                   9,393        11,941

Stockholders' equity:
   Preferred stock--$0.01 par value; 25,000,000
     shares authorized, none issued and outstanding             -             -
   Class A common stock--$0.01 par value, 150,000,000
     shares authorized, 7,975,053 and 184,497 issued
     and outstanding, respectively                             80             2
   Class B common stock--$0.01 par value,
     112,500,000 shares authorized, 23,039,706 and
     20,346,103 issued and outstanding, respectively          230           203
   Additional paid in capital                             335,582       103,213
Accumulated deficit                                      (293,965)      (87,238)
                                                       ----------    ----------
Total stockholders' equity                                 41,927        16,180
                                                       ----------    ----------
Total liabilities and stockholders' equity             $   51,320    $   28,121
                                                       ==========    ==========
</TABLE>
                 See accompanying notes to financial statements.


                                       18
<PAGE>

<TABLE>
<CAPTION>
                                Styleclick, Inc.
                            Statements of Operations

                                                  Year Ended December 31,
                                           ------------------------------------
                                              2000         1999         1998
                                           ----------   ----------   ----------
                                             (in thousands, except share data)
<S>                                        <C>          <C>          <C>
Net revenues:
 Product sales                             $   20,946   $   28,962   $   24,066
 Service revenues                               1,362            -            -
                                           ----------   ----------   ----------
                                               22,308       28,962       24,066

Cost of sales:
 Product sales                                 22,185       28,117       22,994
 Service revenues                                  96            -            -
                                           ----------   ----------   ----------
                                               22,281       28,117       22,994


Gross profit                                       27          845        1,072

Operating costs and expenses:
Selling and marketing                           5,738       10,793        5,193
Product development costs                       4,262        5,520        3,334
General and administrative                     19,641       19,283        8,231
Write-off of capitalized software costs         2,260        4,489            -
Depreciation                                    5,853        3,251        1,436
Impairment and amortization of goodwill       169,237            -            -
                                           ----------   ----------   ----------
      Total operating costs and expenses      206,991       43,336       18,194
                                           ----------   ----------   ----------
Operating loss                               (206,964)     (42,491)     (17,122)
Other income (expense), net                       237           (3)         198
                                           ----------   ----------   ----------
Net loss                                   $ (206,727)  $  (42,494)  $  (16,924)
                                           ==========   ==========   ==========
Basic and diluted loss per share           $    (8.27)  $    (2.08)  $    (0.83)
                                           ==========   ==========   ==========
Basic and diluted weighted average
  common shares outstanding                24,993,161   20,460,110   20,460,110
                                           ==========   ==========   ==========
</TABLE>
                 See accompanying notes to financial statements.

                                       19
<PAGE>

<TABLE>
<CAPTION>
                                Styleclick, Inc.
                       Statements of Stockholders' Equity

                                 Common Stock
                               ----------------   Paid-in  Accumulated
                               Class A  Class B   Capital    Deficit    Total
                               -------  -------  --------  ---------  ---------
                                              (in thousands)
<S>                            <C>      <C>      <C>       <C>        <C>
Balance at January 1, 1998     $   131  $     -  $ 31,282  $(27,820)  $   3,593
   Reclassification of
     equity upon contribution
     of ISN assets to ISN LLC     (131)      89        42         -           -
   Issuance of common stock          2       57    20,522         -      20,581
   Net loss                          -        -         -   (16,924)    (16,924)
                               -------  -------  --------  ---------  ---------
Balance at December 31, 1998         2      146    51,846   (44,744)      7,250
   Issuance of common stock          -       57    51,367         -      51,424
   Net loss                          -        -         -   (42,494)    (42,494)
                               -------  -------  --------  ---------  ---------
Balance at December 31, 1999         2      203   103,213   (87,238)     16,180
   Issuance of  common stock
     to USAi LLC                     -       27   231,903         -     231,930
   Issuance of common stock
     to Styleclick.com
     shareholders                   77        -       210         -         287
   Issuance of common stock
     for stock options
     exercised                       1        -       256         -         257
   Net loss                          -        -         -  (206,727)   (206,727)
                               -------  -------  --------  ---------  ---------
Balance at December 31, 2000   $    80  $   230  $335,582 $(293,965)  $  41,927
                               =======  =======  ========  =========  =========

</TABLE>
                 See accompanying notes to financial statements.

                                       20
<PAGE>

<TABLE>
<CAPTION>
                                Styleclick, Inc.
                            Statements of Cash Flows

                                                   Year Ended December 31,
                                              2000         1999         1998
                                           ----------   ----------   ----------
                                                      (in thousands)
<S>                                        <C>          <C>          <C>
Cash flow from operating activities
Net loss                                   $(206,727)   $ (42,494)   $ (16,924)
Adjustments to reconcile net loss to
  net cash used in operating activities:
    Depreciation and amortization              5,853        3,251        1,436
     Amortization of goodwill                169,237            -            -
    Write-off of capitalized software
      costs                                    2,260        4,489            -
    Loss on disposition of fixed assets          374            -            -
    Changes in operating assets and
      liabilities:
      Accounts receivable                        565          (70)        (359)
      Inventories                              4,264       (3,488)      (5,207)
      Deferred advertising and promotion      (1,972)           -            -
      Prepaid expenses and other current
        assets                                   711            -            -
      Accounts payable                        (3,419)         555        1,379
      Accrued liabilities                     (6,745)       4,875        1,640
      Deferred income                           (193)           -            -
      Due to related parties                   4,171            -            -
      Other, net                                 416         (796)          34
                                           ----------   ----------   ----------
Net cash used in operating activities        (31,205)     (33,678)     (18,001)

Cash flow from investing activities
Capital expenditures                          (2,602)     (17,741)      (2,579)
                                           ----------   ----------   ----------
Net cash used in investing activities         (2,602)     (17,741)      (2,579)

Cash flow from financing activities
Capital contributed by USANi  LLC             59,977            -            -
Proceeds from issuance of common stock           257       51,425       20,580
Repayment of bridge loan to USANi LLC        (10,235)           -            -
                                           ----------   ----------   ----------
Net cash provided by financing activities     49,999       51,425       20,580
                                           ----------   ----------   ----------
Net increase in cash and cash equivalents     16,192            6            -
Cash and cash equivalents at beginning
   of period                                       9            3            3
                                           ----------   ----------   ----------
Cash and cash equivalents at end of period $  16,201    $       9    $       3
                                           ==========   ==========   ==========
</TABLE>
                 See accompanying notes to financial statements.

                                       21
<PAGE>
                                Styleclick, Inc.
                            Statements of Cash Flows

Supplemental disclosure of non-cash transactions

In connection with the merger on July 27, 2000, Styleclick,  Inc. ("Styleclick")
issued  7,725,592  shares of its  Class A common  stock to the  stockholders  of
Styleclick.com Inc.  ("Styleclick.com").  Each former Styleclick.com stockholder
received one share of Styleclick's Class A common stock for each  Styleclick.com
common stock share owned on that date.

In connection with the merger on July 27, 2000, Styleclick issued 538,721 shares
of its Class B common  stock to USANi LLC in  consideration  of $10  million  in
advertising  and promotion  services to be provided by USAi to Styleclick over a
three-year period.

During the years ended  December 31,  2000,  1999 and 1998,  Styleclick  paid no
income taxes or interest.


                 See accompanying notes to financial statements.

                                       22
<PAGE>
                                Styleclick, Inc.
                          Notes to Financial Statements

1. Organization and Basis of Presentation

     Styleclick,  Inc.  ("Styleclick") was incorporated in the State of Delaware
on March 22, 2000 as a subsidiary  of USANi LLC,  which is a  subsidiary  of USA
Networks,  Inc.  ("USAi").  On July 27,  2000,  USAi  contributed  the  Internet
Shopping  Network LLC ("ISN") to Styleclick in conjunction  with the acquisition
of Styleclick.com Inc. ("Styleclick.com") by Styleclick (see note 3).

     The  financial  statements  for the year ended  December  31, 2000  reflect
Styleclick's acquisition of Styleclick.com on July 27, 2000. The results for the
years ended December 31, 1999 and 1998 reflect only the consolidated  historical
financial position and results of operations of ISN.

     Weighted  average  basic and diluted  shares  outstanding  and earnings per
share data for the years ended  December  31, 1999 and 1998 are  presented as if
all  shares  issued  to  USAi  and  its  subsidiaries  in  consideration  of the
contribution of ISN were outstanding for those two years.

     Styleclick's  evolving  business  model  makes  the  prediction  of  future
operating results difficult,  and Styleclick expects to incur net losses for the
foreseeable  future. As part of the evolving strategy,  Styleclick may decide to
reduce the development and marketing cost associated  with,  shift the focus of,
or substantially reduce its interest in some or all of its operations, which may
cause a decrease in Styleclick's  anticipated revenue or net income.  Styleclick
intends  to  continue  to  explore   ways  to  reduce   expenses   and  increase
efficiencies.

                                       23
<PAGE>
                                Styleclick, Inc.
                          Notes to Financial Statements

2. Summary of Significant Accounting Policies

Cash and Cash Equivalents

     Styleclick considers all highly-liquid  investments purchased with original
maturities of three months or less to be cash equivalents.

Inventories, Net

     Inventories  are  valued  at the  lower  of  cost  or  market,  cost  being
determined  using the first-in,  first-out  method.  Cost  includes  freight and
certain other related costs. Market is determined on the basis of net realizable
value, giving  consideration to obsolescence and other factors.  All inventories
are finished  goods.  Inventories  are  presented  net of an  inventory  reserve
adjustment of $1.4 million,  $1.7 million and $1.4 million at December 31, 2000,
1999 and 1998, respectively.

Property and Equipment

     Property and equipment, including significant improvements, are recorded at
cost.  Costs incurred for computer  software and websites  developed or obtained
for internal use during the  application  development  stage are capitalized and
classified as computer equipment and software costs. Repairs and maintenance and
any gains or losses on dispositions are included in operations. Depreciation and
amortization  is provided  for on a  straight-line  basis to over the  estimated
service life of the asset.


Asset Category                                         Depreciation Period
--------------                                         -------------------
Computer equipment and software costs                  3 to 7 years
Leasehold improvements                                 4 years
Furniture and other equipment                          3 to 10 years

Long-Lived Assets Including Intangibles

     Styleclick's   accounting   policy   regarding   the   assessment   of  the
recoverability of the carrying value of long-lived  assets,  including  property
and equipment and goodwill, is to review the carrying value of the assets if the
facts and circumstances  suggest they may be impaired.  If this review indicates
that the carrying  value will not be  recoverable,  as  determined  based on the
undiscounted  future cash flows of the assets,  the carrying value is reduced to
its estimated  fair value.  During 2000,  the Company  recorded a $145.6 million
write-down in goodwill as additional amortization of goodwill (see note 3).

Fair Value of Financial Instruments

     The carrying amounts for Styleclick's cash,  prepaid assets,  other assets,
accounts payable and accrued liabilities approximate fair value.

                                       24
<PAGE>
                                Styleclick, Inc.
                          Notes to Financial Statements

2. Summary of Significant Accounting Policies (Continued)

Revenue Recognition

     In December  1999,  the  Securities  and Exchange  Commission  issued Staff
Accounting Bulletin (SAB) No. 101, Revenue Recognition in Financial  Statements,
which  summarizes  the staff's  views  regarding  the  application  of generally
accepted accounting  principles to the recognition,  presentation and disclosure
of revenue in financial statements. The Company implemented SAB 101 during 2000.
There was no impact on the Company's financial position or results of operations
as a result of the adoption.

Product Sales

     Product sales primarily consist of merchandise  sales,  software  licenses,
software  maintenance and shipping and handling revenues.  Merchandise sales are
reduced by incentive discounts and sales returns. Revenue from merchandise sales
is recognized upon shipment of the merchandise. Styleclick's sales policy allows
jewelry sold over the FirstJewelry.com  website to be returned at the customer's
discretion  within 30 days of the date of receipt  and  merchandise  sold on the
FirstAuction.com website to be returned within 30 days of the date of receipt if
it is  damaged or  defective.  Allowances  for  returned  merchandise  and other
adjustments are provided based upon historical experience.

     Revenue  related  to  software   licenses  is  recorded  net  of  estimated
allowances  and  returns  at  the  time  the  software  is  delivered.  Software
maintenance revenue  representing  revenue generated from post contract customer
support  is  recognized  on  a   straight-line   basis  over  the  term  of  the
corresponding contract, which is generally twelve months.

Service Revenues

     Service  revenues  primarily  consist of revenues  generated  from Internet
website  development  and  maintenance  and  revenues  generated  from  Internet
application  services.  Revenues generated from Internet website development and
maintenance are recognized based on the accomplishment of contractual milestones
in a manner that matches revenue with the related costs. Generally, the terms of
contracts are short term in nature (twelve months or less).

     Revenues  generated  from Internet  application  services  include  product
fulfillment  revenue and product referral revenue.  Product  fulfillment revenue
generated from Styleclick's fulfillment services to its online shopping Internet
website  participant  vendors  is  recognized  based  on a  percentage  of gross
revenues  from the related  transactions  upon  notification  of shipment of the
vendors'  products by  Styleclick's  fulfillment  warehouse  or the  participant
vendors.  Product referral revenue  generated from referral of vendors' products
to Internet consumers through  Styleclick's online shopping Internet websites is
recognized based on a percentage of gross revenues from the related transactions
based upon  notification  of the respective  sales  information by  Styleclick's
vendors,  the independent  Internet traffic  tracking  companies or Styleclick's
online tracking reports.

                                       25
<PAGE>
                                Styleclick, Inc.
                          Notes to Financial Statements

2. Summary of Significant Accounting Policies (Continued)

Income Taxes

     Styleclick  accounts for income taxes under the liability method.  Deferred
tax assets  and  liabilities  are  recognized  for the  future tax  consequences
attributed to differences  between the financial  statement  carrying amounts of
existing  assets and liabilities  and their  respective tax bases.  Deferred tax
assets and  liabilities  are measured  using enacted tax rates in effect for the
year in which  those  temporary  differences  are  expected to be  recovered  or
settled.  Deferred tax assets are reduced by a valuation  allowance when, in the
opinion of  management,  it is more likely than not that some  portion or all of
the deferred tax assets will not be realized.

Product Development Costs

     Product  development  costs  include  expenses  incurred by  Styleclick  to
develop,  enhance,  manage,  monitor and operate  Styleclick's  and its vendors'
websites.  Product  development  costs  are  expensed  as  incurred  during  the
preliminary project and post-implementation stages.

Advertising

     Advertising costs are expensed in the period incurred.  Advertising expense
was $5.1 million, $9.9 million and $4.6 million for the years ended December 31,
2000, 1999, and 1998, respectively.

Segment Information

     Styleclick  views  its  operations  as  principally  one  segment  and  the
financial   information  disclosed  herein  materially  represents  all  of  the
financial  information  related to  Styleclick's  principal  operating  segment.
Styleclick  manages  its  online  business  as one  combined  entity,  allocates
resources  and analyzes  information  used to operate the business on a combined
basis.

Stock-Based Compensation

     Styleclick  is subject to the Statement of Financial  Accounting  Standards
No. 123  "Accounting  and  Disclosure  of  Stock-Based  Compensation" ("SFAS
123"). As allowed by SFAS 123, Styleclick accounts for stock-based compensation
in accordance  with APB 25,  "Accounting  for Stock Issued to  Employees."  In
cases  where  exercise  prices  are less than fair  value as of the grant  date,
compensation is recognized over the vesting period.

Accounting Estimates

     The  preparation  of financial  statements  in  conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that affect the amounts  reported in the financial  statements  and
footnotes thereto. Actual results could differ from those estimates. Significant
estimates  underlying the  accompanying  consolidated  financial  statements and
notes include inventory reserves, sales return accrual, deferred advertising and
promotion and the allowance for doubtful accounts.

                                       26
<PAGE>
                                Styleclick, Inc.
                          Notes to Financial Statements

2. Summary of Significant Accounting Policies (Continued)

Basic and Diluted Loss Per Share

     Basic loss per share excludes dilution and is computed by dividing net loss
by the weighted average number of common shares  outstanding during the reported
period.  Diluted net loss per share  reflects the potential  dilution that could
occur if  stock  options  and  other  commitments  to issue  common  stock  were
exercised using the treasury stock method.

Concentrations of Credit Risk

     Financial    instruments   which   potentially    subject   Styleclick   to
concentrations of credit risk consist of cash and trade receivables.  Styleclick
places its cash with high quality  financial  institutions.  Styleclick  extends
credit based on an evaluation of the customer's financial  condition,  generally
without requiring  collateral.  Exposure to losses on receivables is principally
dependent  on each  customer's  financial  condition.  Styleclick  monitors  its
exposure for credit losses and maintains allowances for anticipated losses.

3. The Styleclick.com/ISN Merger

     In connection  with the  contribution  of ISN to Styleclick,  USAi received
0.601  shares of  Styleclick's  Class B common  stock for each ISN unit owned on
that date.  All other ISN unit holders  received  0.601  shares of  Styleclick's
Class A  common  stock  for each ISN unit  owned  on that  date.  Further,  USAi
contributed approximately $40 million in cash and $10 million in dedicated media
and  promotion  in exchange for  2,693,603  shares of Class B common  stock.  In
connection with the acquisition of  Styleclick.com,  each former  Styleclick.com
stockholder  received  one share of  Styleclick's  Class A common stock for each
Styleclick.com share owned on that date. Holders of the Class A common stock are
entitled  to one vote per share  and  holders  of the  Class B common  stock are
entitled   to  ten  votes  per  share.   Subsequent   to  the   acquisition   of
Styleclick.com, USAi and its subsidiaries control approximately 97% of the total
outstanding  voting  power and are  effectively  able to control  the outcome of
nearly all matters submitted to vote of Styleclick's stockholders. Following the
merger  transactions,  Styleclick  owns and operates the combined  properties of
Styleclick.com  and ISN,  which  includes  Styleclick.com's  network  of branded
e-commerce websites and ISN's FirstAuction.com and FirstJewelry.com websites.

     The acquisition cost of Styleclick.com is set forth below:

Value of portion of Styleclick.com acquired in the merger              $121,781
Additional cash and promotional investment by USAi                       50,000
Fair value of outstanding "in the money options"
   and warrants of Styleclick.com                                        37,989
Transaction costs                                                         2,144
                                                                       --------
Total acquisition costs                                                $211,914
                                                                       ========

                                       27
<PAGE>
                                Styleclick, Inc.
                          Notes to Financial Statements

3. The Styleclick.com/ISN Merger (Continued)

     The fair value of  Styleclick.com  was based on the fair value per share of
its common stock multiplied by the number of shares outstanding.  The fair value
per share,  or $15.78,  was  determined  by taking an average of the opening and
closing  price of  Styleclick.com's  common stock for the period just before and
just  after the  terms of the  transaction  were  agreed  to by  Styleclick  and
Styleclick.com and announced to the public.

     The  acquisition  of  Styleclick.com  was  accounted for using the purchase
method of accounting.  Accordingly, the acquisition cost was assigned to the net
assets acquired based on their estimated fair values.  The  determination of the
aggregate cost in excess of net assets acquired is set forth below:

Current assets                                       $  39,992
Non-current assets                                       4,400
Cost in excess of net assets acquired                  170,237
Current liabilities                                      2,716
Non-current liabilities                                      -

     Goodwill is being  amortized by the  straight-line  method over three years
from the merger date. The results of operations of  Styleclick.com  are included
in the results of operations of Styleclick from the date of acquisition.

     The following  pro forma  results of operations  have been prepared to give
effect, with pro forma adjustments including  amortization of goodwill of $112.5
million  and $56.7  million  for the years  ended  December  31,  2000 and 1999,
respectively, to the acquisition of Styleclick.com by Styleclick:

                                                   Year Ended December 31,
                                               ------------------------------
                                                   2000              1999
                                               ------------      ------------
   Revenues                                    $    24,197       $    35,136
   Net loss                                    $  (161,619)      $  (115,121)
   Basic and diluted earnings per share        $     (6.50)      $     (3.72)

     As a result of current and anticipated  operating  losses of Styleclick and
the continuing  evaluation of operations and technology,  management  determined
the goodwill  recorded in conjunction with the merger is impaired and recorded a
write-down of $145.6 million as goodwill  amortization  as of December 31, 2000.
Management is continuing to evaluate the operations of  Styleclick,  which could
result in additional  write-downs and costs to further  restructure the business
to improve results.

                                       28
<PAGE>
                                Styleclick, Inc.
                          Notes to Financial Statements

4. Deferred Advertising and Promotion

     In  connection  with  the  merger  on July  27,  2000,  USAi  will  provide
Styleclick  $10 million in advertising  and promotion  services in its dedicated
media over a  three-year  period.  Within  this 3-year  period,  no more than $5
million can be spent in any one year.  As of December 31, 2000,  Styleclick  had
not  used any of  these  services.  Accordingly,  Styleclick  must  begin to use
advertising  and  promotion  commencing  on July  28,  2001 or begin to lose its
associated  right to use it, at which time Styleclick  will commence  amortizing
the deferred amount as actually used or over the remaining period.  According to
the business plan, Styleclick expects to use all the $10 million of the services
in its operations before the expiration date.  Styleclick has assessed the value
of this  asset and  believes  that the $10  million  represents  a fair value on
December 31, 2000.

5. Property and Equipment

Property and equipment at December 31, 2000 and 1999 consisted of the following:

                                                    2000              1999
                                             ------------------- ---------------
Computer equipment and software costs             $ 23,704          $ 17,184
Leasehold improvements                               1,260               601
Furniture and other equipment                        1,229             1,198
Projects in progress                                   542             2,158
                                             ------------------- ---------------
                                                    26,735            21,141
Less accumulated depreciation and
   amortization                                    (13,238)           (6,020)
                                             ------------------- ---------------
                                                  $ 13,497          $ 15,121
                                             =================== ===============


                                       29
<PAGE>
                                Styleclick, Inc.
                          Notes to Financial Statements

6. Commitments

Styleclick leases certain facilities for its corporate and operations facilities
under long-term,  non-cancelable operating lease agreements which expire through
April 30, 2006.  Future minimum  aggregate  lease payments under  non-cancelable
operating  leases  with  initial  or  remaining  terms  of one  year  or more at
December 31, 2000 are as follows:


<TABLE>
<CAPTION>

  Years ending                              Sub-lease rental
  December 31,          Operating leases         income              Total
----------------        ----------------    ----------------    ----------------
<S>                     <C>                 <C>                 <C>
      2001                  $ 1,244             $   105             $ 1,139
      2002                    1,203                  53               1,150
      2003                    1,162                   -               1,162
      2004                    1,122                   -               1,122
      2005                      871                   -                 871
   Thereafter                   148                   -                 148
                        ----------------    ----------------    ----------------
                            $ 5,750             $   158             $ 5,592
                        ================    ================    ================
</TABLE>


     Rent  expense  for the years  ended  December 31,  2000,  1999 and 1998 was
approximately $1.0 million each year.

     During 2000,  Styleclick entered into two employment agreements expiring on
July 27 and December  13, 2002,  respectively,  with two  executive  officers of
Styleclick.  Under the agreements, the officers were to receive aggregate annual
salaries of  $500,000.  In  addition,  Styleclick  was to pay  aggregate  annual
performance  bonuses of $100,000 to the officers if certain  sales  targets were
met. In connection  with the employment  agreements,  the same key officers were
granted  five-year  options to purchase up to an aggregate of 250,000  shares of
Styleclick's  Class A  common  stock at a  weighted  average  exercise  price of
$12.01.  Such  options  vest and become  exercisable  over the next four  years.
Options to purchase  150,000 of 250,000  shares of  Styleclick's  Class A common
stock contain accelerated vesting and exercisability  criteria.  No options were
vested or were exercisable as of December 31, 2000. See note 14.

                                       30
<PAGE>
                                Styleclick, Inc.
                          Notes to Financial Statements

7. Warrants

Warrants Issued by Styleclick.com

     In  connection  with  the  merger  on July 27,  2000,  warrants  issued  by
Styleclick.com  to  purchase  shares  of  common  stock of  Styleclick.com  were
converted  into warrants to purchase the same number of shares of Class A common
stock of Styleclick,  on the same terms and conditions and at the same per share
exercise  price that applied  before the merger.  As of December  31, 2000,  the
warrants to purchase  2,247,026 shares of Styleclick's Class A common stock were
outstanding  with an average life of 2.2 years and a weighted  average  exercise
price of $13.14 per share. Of these outstanding shares, the warrants to purchase
2,147,026  shares of  Styleclick's  Class A common stock were  exercisable  at a
weighted average exercise price of $13.18 at December 31, 2000.

Warrants Issued to USAi

     In connection  with the merger on July 27, 2000 and the $10 million line of
credit provided by USAi to Styleclick.com,  Styleclick.com entered into a bridge
loan warrant  agreement  with USAi and delivered to USAi a warrant,  expiring in
January 2010, for 328,084 shares of Styleclick.com's common stock at an exercise
price of $19.05 per share.  Upon  completion  of the  merger,  the  warrant  was
converted  into warrants to purchase the same number of shares of Class B common
stock of Styleclick,  on the same terms and conditions and at the same per share
exercise price that applied before the merger.  As of December 31, 2000, none of
the warrants had been exercised.

     In connection with the merger on July 27, 2000, Styleclick also issued USAi
a warrant,  expiring  in July 2010,  to  purchase  12,579,176  shares of Class B
common  stock  of  Styleclick  at  $11.50  per  share.  Under  the  terms of the
agreement,  USAi may exercise the warrant without payment of cash by electing to
receive  only the  number of shares  equal to the  increase  in the value of the
warrant divided by the market price of the shares at the time of exercise.  USAi
may  pay  up to 50% of  the  exercise  price  of  the  warrant  in the  form  of
advertising and promotional services provided to Styleclick.  As of December 31,
2000, none of the warrants had been exercised.

                                       31
<PAGE>
                                Styleclick, Inc.
                          Notes to Financial Statements

8. Stock Option Plan

     Styleclick  has a stock option plan (the  "Plan")  under which options to
purchase  shares of  Styleclick's  Class A common  stock may be  granted  to any
employee, officer or director of Styleclick or its subsidiaries.  The authorized
number of shares under the Plan include  15,000,000 shares of Styleclick's Class
A common stock.

     In  connection  with the merger on July 27,  2000,  all options to purchase
Styleclick.com  common  stock  and ISN units  outstanding  were  converted  into
options covered by the Plan. Each outstanding  Styleclick.com  stock option that
was not  exercised  became and  represents  an option to  purchase  one share of
Styleclick's  Class A common stock. The exercise price per share of Styleclick's
common stock was equal to the exercise price per share of Styleclick.com  common
stock.  Each outstanding  option to purchase a limited liability company unit of
ISN that was not exercised  became and  represents  an option to purchase  0.601
shares of Styleclick's Class A common stock.

     A summary of changes in outstanding  options under the Plan with respect to
employees and/or directors of Styleclick are as follows:
<TABLE>
<CAPTION>

                                            December 31,
                   -------------------------------------------------------------
                              2000              1999              1998
                   -------------------------------------------------------------
                      Shares    Price     Shares    Price     Shares    Price
                                Range               Range               Range
                   -----------  --------  --------  --------  --------  --------
<S>                <C>          <C>       <C>       <C>       <C>       <C>
Beginning balance     661,781   $ 2.91-   815,823   $ 2.91-   814,922   $ 2.91
                                  8.90                7.11
 Styleclick.com
   options
   conversion       2,438,454   $ 5.88-
                                 20.06          -                   -

 Granted            1,198,711   $ 4.13-   747,613   $ 8.90    465,155   $ 2.91-
                                 15.38                                    7.11

 Exercised            (62,485)  $ 2.91-         -        -          -        -
                                  9.50

 Canceled            (584,018)  $ 2.91-  (901,655)  $ 2.91-  (464,254)  $ 2.91
                                 15.38                8.90
                   -----------            --------            --------
Ending balance      3,652,443             661,781             815,823   $ 2.91-
                                                                          7.11
                   ===========            ========            ========
Options
  exercisable       1,876,205             134,025              38,238
                   ===========            ========            ========
Available for
  grant            11,285,072
                   ===========
Total shares
  registered       15,000,000
                   ===========

</TABLE>

     The  weighted  average  exercise  prices was $9.15 and  $13.25 for  options
granted and canceled, respectively, during the year ended December 31, 2000. The
weighted average fair value of options granted during the year was $9.15.

     The  weighted  average  exercise  prices  was $8.90  and $5.51 for  options
granted and canceled, respectively, during the year ended December 31, 1999. The
weighted average fair value of options granted during the year was $8.90.

                                       32
<PAGE>
                                Styleclick, Inc.
                          Notes to Financial Statements

8. Stock Option Plan (Continued)

     The weighted  average  exercise  prices during the year ended  December 31,
1998, were $4.51 and $2.91 for options granted and canceled,  respectively.  The
weighted average fair value of options granted during the year was $4.64.

     The following  present the employees  stock options which were  outstanding
and  exercisable  at December  31, 2000 and their  respective  weighted  average
exercise prices. The weighted average remaining  contractual life of all options
outstanding is also presented.


<TABLE>
<CAPTION>
                           Options Outstanding             Options Exercisable
                 -------------------------------------  ------------------------
                  Outstanding   Weighted    Weighted    Exercisable    Weighted
                  at December    Average     Average    at December     Average
                   31, 2000     Remaining    Exercise     31, 2000     Exercise
                               Contractual    Price                      Price
                                  Life
                 -----------  -----------  -----------  -----------  -----------
<S>              <C>          <C>          <C>          <C>          <C>
Range of
Exercise Price
----------------
$1.00 to $5.00       629,021         5.5   $     4.31      260,282   $    10.95
$5.01 to $10.00    2,161,430         7.3         8.68      947,941         9.04
$10.01 to $15.00      61,562         7.4        10.99       34,972        11.00
$15.01 to $20.06     800,430         5.7        16.21      633,010        16.43
                 -----------  -----------  -----------  -----------  -----------
                   3,652,443         5.5   $     9.62    1,876,205   $    10.95
                 ===========  ===========  ===========  ===========  ===========

</TABLE>

     Pro forma  information  regarding  net  income  and  earnings  per share is
required by Statement of Financial Accounting Standards No. 123 "Accounting for
Stock-Based  Compensation."  The information is determined as if Styleclick has
accounted for its employee  stock options using the fair value method.  The fair
value for these options was estimated at the date of grant using a Black-Scholes
option  pricing model with the following  weighted-average  assumptions  for all
periods:  risk-free  interest rate of 5.8%,  dividend yield of zero,  volatility
factor of 100% and weighted-average expected life five years.

     The  Black-Scholes   option  valuation  model  was  developed  for  use  in
estimating  the fair  market  value of  traded  options  which  have no  vesting
restrictions and are fully  transferable.  In addition,  option valuation models
require the input of highly subjective  assumptions including the expected stock
price   volatility.   Because   Styleclick's   employee   stock   options   have
characteristics significantly different from those of traded options and because
changes in the subjective input assumptions can materially affect the fair value
estimate,  in  management's  opinion,  the  existing  models do not  necessarily
provide a  reliable  single  measure  of the fair  value of its  employee  stock
options. For purposes of pro forma disclosures,  the estimated fair value of the
options is amortized to expense over the options'  vesting period.  Styleclick's
pro forma information follows:

                                       33
<PAGE>
                                Styleclick, Inc.
                          Notes to Financial Statements

8. Stock Option Plan (Continued)


<TABLE>
<CAPTION>
                                                 Year Ended December 31,
                                           ------------------------------------
                                              2000         1999         1998
                                           ----------   ----------   ----------
<S>                                        <C>          <C>          <C>
Pro forma net loss                         $(208,859)   $ (43,232)   $  (17,113)

Pro forma net loss per share               $   (8.36)   $   (2.11)   $    (0.84)

</TABLE>

     These pro forma  amounts may not be  representative  of future  disclosures
since the estimated fair value of stock options is amortized to expense over the
vesting period and additional options may be granted in future years.

9. Litigation

     Styleclick  is  currently  engaged in a lawsuit  with ISN's  former CEO and
president,  Kirk Loevner regarding Mr. Loevner's claim to entitlement to options
on  250,000  shares of ISN  class B unit  (with an  exercise  price of $1.75 per
unit).  Although it is  impossible  to opine as to the ultimate  outcome of this
matter,  Styleclick believes that Mr. Loevner's claims are without merit, and it
intends vigorously to defend against Mr. Loevner's allegations in this matter.

     In the ordinary course of business,  Styleclick is engaged in various other
lawsuits.  In the opinion of  management,  the  ultimate  outcome of the various
lawsuits  should  not  have a  material  effect  on the  liquidity,  results  of
operations or financial condition of Styleclick.

                                       34
<PAGE>

                                Styleclick, Inc.
                          Notes to Financial Statements

10. Benefit Plans

     Prior to the merger on July 27, 2000,  ISN offered a retirement  plan ("the
Retirement  Plan")  pursuant  to Section  401(k) of the  Internal  Revenue  Code
covering  substantially all full-time  employees who are not party to collective
bargaining agreements.  Matching contributions were set at the discretion of the
Board of  Directors  or the  applicable  committee  thereof.  Expense  under the
Retirement  Plan was $0,  $0.2  million  and $0.1  million  for the years  ended
December  31,  2000,  1999  and  1998,  respectively.  The  Retirement  Plan was
terminated upon completion of the merger in July 2000.

     In October 2000, Styleclick adopted a new plan ("the New Plan") pursuant to
Section  401(k) of the  Internal  Revenue  Code.  The New Plan is  available  to
substantially   all   employees   who  meet  service  and  years  of  employment
requirements.  Employees who participate in the New Plan may elect to contribute
up  to  20%  of  their  annual  compensation.  The  New  Plan  has  an  employer
contribution  provision  in  which  Styleclick  matches  25% of  the  employees'
contribution up to 6% of the employee's  total pay per year. For the period from
October to December 2000, Styleclick contributed approximately $20,000 under the
New Plan.

11. Related Party Transactions

     Service revenue  generated from USA Electronic  Commerce  Solutions LLC was
$0.1 million for the year ended December 31, 2000.

     The Home Shopping Network provides warehouse,  teleservice,  accounting and
other  administrative  services to Styleclick based upon an unwritten agreement.
The services are charged on a monthly basis.  Expenses charged to operations for
these services were $4.2 million,  $5.4 million and $2.6 million the years ended
December 31, 2000, 1999 and 1998, respectively.

     In November 2000,  Precision  Response  Corporation,  Inc. began  providing
Styleclick's customer service function based on an unwritten agreement. Expenses
charged to operations under this arrangement was approximately  $0.3 million for
the year ended December 31, 2000.

     Management  believes that  Styleclick's  transactions  as described in this
note are materially representative of the fair value of services recorded.


                                       35
<PAGE>
                                Styleclick, Inc.
                          Notes to Financial Statements

12. Income Taxes

     During the years  ended  December  31,  1999 and 1998,  ISN  operated  as a
limited liability company. As a limited liability company,  ISN was treated as a
partnership  for income tax  purposes  and was not  subject to federal and state
income taxation.

     The following is a reconciliation  of the statutory Federal income tax rate
to Styleclick's effective income tax rate at December 31, 2000.

Income tax computed at federal statutory tax rate                        34.0%
State taxes (net of federal benefit)                                      6.0
Goodwill                                                                (27.8)
Pre-merger ISN losses                                                    (3.6)
Valuation Allowance                                                      (8.6)
                                                                ----------------
Total                                                                     -  %
                                                                ================

     As of  December  31,  2000,  Styleclick  has  federal  net  operating  loss
carryforwards  of  approximately  $46.5  million  which expire  through 2020. In
connection  with the  merger on July 27,  2000,  a portion  of  Styleclick.com's
pre-merger net operating losses will be subject to annual limitations as imposed
by Internal Revenue Code Section 382.

     Significant  components of Styleclick's deferred tax assets and liabilities
consist of the following:

                                                                      2000
                                                                    ---------
  Deferred tax assets:
  Net operating loss carry-forwards                                 $ 17,619
  Capitalized research and development cost for tax                      289
  Allowance for doubtful accounts                                        239
  Inventory reserves                                                     626
  Research credits                                                     1,303
  Other                                                                   83
                                                                    ---------
                                                                      20,159
  Valuation allowance for deferred tax asset                         (19,117)
                                                                    ---------
                                                                       1,042
  Deferred tax liabilities:
  Furniture and equipment                                               (203)
  Deferred state taxes                                                  (839)
                                                                    ---------
  Net deferred tax asset                                            $      -
                                                                    =========

     At December 31, 2000, Styleclick has provided a valuation allowance for the
deferred  tax asset since  management  has not been able to  determine  that the
realization  of that asset is more likely  than not.  The  pre-merger  valuation
allowance  was  approximately  $18 million.  If the related  deferred tax assets
become realizable in the future,  the reversal of the valuation will be recorded
as a reduction of goodwill.

                                       36
<PAGE>
                                Styleclick, Inc.
                          Notes to Financial Statements

13. Quarterly Results (Unaudited)

<TABLE>
<CAPTION>
                                                   Quarter Ended
                              December 31,  September 30,  June 30,    March 31
                                ---------    ---------    ---------    ---------
                                     (In thousands, except per share data)
<S>                             <C>          <C>          <C>          <C>
Year Ended December 31, 2000
Net revenues                    $  4,753     $  5,147     $  5,791     $  6,617
Loss from operations            (169,582)     (18,162)     (11,354)      (7,866)
Net loss                        (169,276)     (18,232)     (11,353)      (7,866)
Basic and diluted net
  loss per share                   (5.46)       (0.65)       (0.55)       (0.38)
Year Ended December 31, 1999
Net revenues                    $  7,473     $  6,660     $  7,398     $  7,431
Loss from operations             (14,562)      (9,281)     (11,753)      (6,895)
Net loss                         (14,565)      (9,279)     (11,747)      (6,903)
Basic and diluted net
   loss per share                  (0.71)       (0.45)       (0.57)       (0.34)

</TABLE>

14. Subsequent Events (Unaudited)

     In March 2001, Styleclick announced certain changes including a new company
organization designed to advance its offering of scalable commerce services. The
announcement  included  Styleclick's purchase of certain assets formerly held by
MVP.com, Inc., a former provider of e-commerce services,  including the hardware
and  proprietary  software  comprising  its  technology  platform (the "Acquired
Technology"),  as part of a  liquidation  of assets  formerly  held by  MVP.com.
Additionally,  the Company hired Ian Drury,  former Chief Technology  Officer of
MVP.com and Brent Hill, former Vice President, Business Development, of MVP.com,
the technologists responsible for creating the proprietary software purchased by
Styleclick,  as well as certain other former employees of MVP.com. Messrs. Drury
and Hill have joined Styleclick's senior staff as Executive Vice Presidents.  In
connection  with such hirings  Styleclick  issued to Messrs.  Drury and Hill and
certain  other former  employees of MVP.com an aggregate of 1,000,000  shares of
Class A common  stock  subject  to  certain  restrictions  including  a  vesting
schedule,  and options to purchase an aggregate  of 1,430,500  shares of Class A
common stock.

     Also in March 2001,  Styleclick  announced  that its Board of Directors had
elected Lisa Brown to the office of Chief  Executive  Officer of Styleclick  and
Robert  Halper  to the  office  of  President  and Chief  Operating  Officer  of
Styleclick.  Ms. Brown also serves as Chief  Executive  Officer and President of
USA  Electronic  Commerce  Solutions  LLC,  a  wholly-owned  subsidiary  of USAi
("ECS"), and Mr. Halper as Executive Vice President,  Operations and Finance, of
ECS.

     Finally,  in  conjunction  with the new  company  organization,  Styleclick
received a revolving  line of credit for $15 million from USAi.  The term of the
credit line is 18 months and carries an interest rate of USAi's average  blended
cost of  borrowing.  The credit line can be drawn against only with the approval
of Styleclick's Board of Directors.

     In March  2001,  the two  employment  agreements  described  in note 6 were
terminated in connection with the resignation of the two executive officers.


                                       37
<PAGE>

Item 9.  Changes  in  and  Disagreements  With  Accountants  on  Accounting  and
         Financial Disclosure

         None.

                                    PART III

Item 10.  Directors and Officers of the Registrant

     Incorporated by reference to the sections of Styleclick's  definitive Proxy
Statement for the 2001 Annual Meeting of Shareholders  (the "Proxy  Statement"),
entitled  "Directors",  "Executive  Officers"  and "Common  Stock  Ownership  of
Principal  Shareholders  and   Management-Section   16(a)  Beneficial  Ownership
Reporting Compliance" to be filed with the Commission.

Item 11.   Executive Compensation

     Incorporated  by reference to the section of  Styleclick's  Proxy Statement
entitled "Executive Compensation" to be filed with the Commission.

Item 12.   Security Ownership of Certain Beneficial Owners and Management

     Incorporated  by reference to the section of  Styleclick's  Proxy Statement
entitled "Security  Ownership of Certain Beneficial Owners and Management" to be
filed with the Commission.

Item 13.   Certain Relationships and Related Transactions

     Incorporated  by reference to the section of  Styleclick's  Proxy Statement
entitled "Certain  Relationships and Related  Transactions" to be filed with the
Commission.

                                       38
<PAGE>
                                     PART IV

Item 14.  Exhibits, Financial Statement Schedule and Reports on Form 8-K

(a)  (1) and (2)

     The following financial statements of Registrant are presented in Item 8 of
     this report:

     Balance sheets-December 31, 2000 and 1999
     Statements of operations-Years ended December 31, 2000, 1999, and 1998
     Statements of stockholders'  equity-Years ended December 31, 2000, 1999 and
     1998
     Statements of cash flows-Years ended December 31, 2000, 1999, and 1998
     Notes to financial statements-December 31, 2000

     (3) Listing of Exhibits

     The exhibits  required by Item 601 of  Regulation  S-K filed as part of, or
     incorporated  by  reference  in, this report are listed in (c) below and in
     the accompanying Exhibit Index.

(b)  Reports on Form 8-K filed in the fourth quarter of 2000:

     On  December  7,  2000,  Styleclick  filed a report on Form  8-K.  The item
     reported was Item 9 - "Regulation FD Disclosure."

(c)  Exhibits.

2.1  Amended and Restated  Agreement  and Plan of Merger,  dated as of March 23,
     2000, by and among  Styleclick.com  Inc., Internet Shopping Network LLC and
     USANI SUB LCC,  incorporated  herein by  reference  to  Exhibit  2.1 to the
     Registrant's  Registration  Statement on Form S-4 filed with the Commission
     on June 23, 2000 (File No. 333- 33194).
2.2  Form  of  Agreement  of  Merger  of  Merger  Sub and  Styleclick.com  Inc.,
     incorporated  herein  by  reference  to  Exhibit  2.2 to  the  Registrant's
     Registration  Statement on Form S-4 filed with the  Commission on March 24,
     2000 (File No. 333- 33194).
2.3  Form of  Certificate  of Merger  merging  ISN Merger Sub LLC Into  Internet
     Shopping  Network LLC,  incorporated  herein by reference to Exhibit 2.3 to
     the  Registrant's  Registration  Statement  on  Form  S-4  filed  with  the
     Commission on March 24, 2000 (File No. 333- 33194).
3.1  Certificate of Incorporation of Styleclick,  Inc.,  incorporated  herein by
     reference to Exhibit 3.1 to the Registrant's Registration Statement on Form
     S-4 filed with the Commission on March 24, 2000 (File No. 333- 33194).
3.2  Bylaws of Styleclick, Inc., incorporated herein by reference to Exhibit 3.2
     to the  Registrant's  Registration  Statement  on Form S-4  filed  with the
     Commission on March 24, 2000 (File No. 333- 33194).
4.1  Specimen Class A Common Stock Certificate, incorporated herein by reference
     to Exhibit 4.1 to the Registrant's Registration Statement on Form S-4 filed
     with the Commission on June 15, 2000 (File No. 333- 33194).

                                       39
<PAGE>

4.2  Form of Stockholders  Agreement among Styleclick,  Inc., USANi Sub LLC, USA
     Networks,  Inc.,  Styleclick.com  Inc. and the stockholders  named therein,
     incorporated  herein  by  reference  to  Exhibit  4.2 to  the  Registrant's
     Registration  Statement on Form S-4 filed with the  Commission on March 24,
     2000 (File No. 333- 33194).
4.3  Form of Registration  Rights  Agreement among USANi Sub LLC and Styleclick,
     Inc.,  incorporated  herein by reference to Exhibit 4.3 to the Registrant's
     Registration  Statement on Form S-4 filed with the  Commission on March 24,
     2000 (File No. 333- 33194).
9.1  Voting and First Offer  Agreement,  dated as of January 24,  2000,  between
     Maurizio Vecchione and USANi Sub LLC,  incorporated  herein by reference to
     Exhibit 9.1 to the  Registrant's  Registration  Statement on Form S-4 filed
     with the Commission on March 24, 2000 (File No. 333- 33194).
9.2  Voting and First Offer  Agreement,  dated as of January 24,  2000,  between
     Intel  Corporation and USANi Sub LLC,  incorporated  herein by reference to
     Exhibit 9.2 to the  Registrant's  Registration  Statement on Form S-4 filed
     with the Commission on March 24, 2000 (File No. 333- 33194).
10.1 Form of Media Warrant Agreement between Styleclick,  Inc. and USA Networks,
     Inc.,  incorporated herein by reference to Exhibit 10.1 to the Registrant's
     Registration  Statement on Form S-4 filed with the  Commission on March 24,
     2000 (File No. 333- 33194).
10.2 Form of License  Agreement by and among Styleclick,  Inc.,  Styleclick.com,
     Inc.,  Internet Shopping Network LLC and USA Networks,  Inc.,  incorporated
     herein  by  reference  to  Exhibit  10.2 to the  Registrant's  Registration
     Statement on Form S-4 filed with the  Commission on June 15, 2000 (File No.
     333- 33194).
10.3 Option  Agreement,  dated as of January 24, 2000,  by and between USANi Sub
     LLC and Styleclick.com  Inc.,  incorporated  herein by reference to Exhibit
     10.3 to the Registrant's  Registration Statement on Form S-4 filed with the
     Commission on March 24, 2000 (File No. 333- 33194).
10.4 Waiver  Agreements,  dated as of January 24,  2000,  between  Castle  Creek
     Technology   Partners,   LLC,   Styleclick.com  Inc.  and  USANi  Sub  LLC,
     incorporated  herein  by  reference  to  Exhibit  10.4 to the  Registrant's
     Registration  Statement on Form S-4 filed with the  Commission on March 24,
     2000 (File No. 333- 33194).
10.5 Credit Agreement, dated as of January 24, 2000, between Styleclick.com Inc.
     and USA Networks, Inc., incorporated herein by reference to Exhibit 10.5 to
     the  Registrant's  Registration  Statement  on  Form  S-4  filed  with  the
     Commission on March 24, 2000 (File No. 333- 33194).
10.6 Bridge  Loan  Warrant  Agreement,  dated as of January  24,  2000,  between
     Styleclick.com  Inc.  and  USA  Networks,   Inc.,  incorporated  herein  by
     reference to Exhibit  10.6 to the  Registrant's  Registration  Statement on
     Form S-4 filed with the Commission on March 24, 2000 (File No. 333- 33194).
10.7 Warrant to purchase 328,084 Shares of common stock of  Styleclick.com  Inc.
     issued to USA Networks,  Inc.,  dated as of January 24, 2000,  incorporated
     herein  by  reference  to  Exhibit  10.7 to the  Registrant's  Registration
     Statement on Form S-4 filed with the Commission on March 24, 2000 (File No.
     333- 33194).
10.8 Collateral Agreement,  dated as of January 24, 2000, between Styleclick.com
     Inc. and USA Networks,  Inc.,  incorporated  herein by reference to Exhibit
     10.8 to the Registrant's  Registration Statement on Form S-4 filed with the
     Commission on March 24, 2000 (File No. 333- 33194).
10.9 Promissory Note, dated as of January 24, 2000, in a principal amount not to
     exceed $10 million  Issued by  Styleclick.com  Inc. to USA Networks,  Inc.,
     incorporated  herein  by  reference  to  Exhibit  10.9 to the  Registrant's
     Registration  Statement on Form S-4 filed with the  Commission on March 24,
     2000 (File No. 333- 33194).

                                       40
<PAGE>

10.10Facilities  Lease  dated May 30,  2000 by and  between  W9/WLA  Real Estate
     Limited Partnership, as Landlord, and Styleclick, Inc., incorporated herein
     by reference to Exhibit 10.1 to the  Registrant's  Quarterly Report on Form
     10-Q for the quarter ended September 30, 2000 (File No. 333- 33194).
10.11*Employment  Agreement  between  Styleclick,  Inc. and  Maurizio  Vecchione
     dated as of July 27, 2000
10.12*Employment  Agreement between Styleclick,  Inc. and Edward Zinser dated as
     of December 14, 2000
10.13 *2000 Stock Plan
10.14 *2000 Director's Stock Option Plan
21.1 *Subsidiaries of Registrant
23.1 *Consent of Ernst & Young LLP

* Filed herewith

                                       41
<PAGE>


              (d) Financial Statement Schedule

                  Schedule I: Financial information of Registrant

                  None.

                  Schedule II: Valuation and qualifying accounts
<TABLE>
<CAPTION>

                                             Additions                 Balance
                           Balance at  Charged to  Charged            at End of
                           Beginning   Costs and   to Other             Period
     Description           of Period   Expenses   Accounts- Deductions-
                                                   Describe  Describe
-------------------------------------------------------------------------------
<S>                      <C>        <C>        <C>        <C>        <C>
Balance at December 31,
   2000
  Reserves and allowances
    deducted from
    asset accounts:
  Allowance for doubtful
    accounts             $   42,000 $  473,000 $  194,000 $    9,000 $  700,000
                                                    (1)       (2)
  Inventory reserve       1,666,000  1,106,000          0  1,381,000  1,391,000
                                                              (3)
  Total                  ---------- ---------- ---------- ---------- ----------
                         $1,708,000 $1,579,000 $  194,000 $1,390,000 $2,091,000
                         ========== ========== ========== ========== ==========
Balance at December 31,
   1999
  Reserves and allowances
    deducted from
    asset accounts:
  Allowance for doubtful
    accounts             $   41,000 $    1,000                       $   42,000
  Inventory reserve       1,421,000    245,000                        1,666,000
  Total                  ---------- ----------                       ----------
                         $1,462,000 $  246,000                       $1,708,000
                         ========== ==========                       ==========
Balance at December 31,
    1998
  Reserves and allowances
    deducted from
    asset accounts:
  Allowance for doubtful
    accounts             $   10,000 $   31,000                       $   41,000
  Inventory reserve          49,000  1,372,000                        1,421,000
  Total                  ---------- ----------                       ----------
                         $   59,000 $1,403,000                       $1,462,000
                         ========== ==========                       ==========

</TABLE>

(1)      Acquisition of Styleclick.com at July 27, 2000.
(2)      Uncollectable accounts written off, net of recoveries
(3)      Disposition of inventories during the year


                                       42
<PAGE>
                                   SIGNATURE

     Pursuant  to the  requirements  of  Section  13 or 15(d) 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.

                                               Styleclick, Inc.


Date:  March 30, 2001                       By: /s/ LISA BROWN
                                               ---------------------------
                                               Lisa Brown
                                               Chairman of the Board and
                                               Chief Executive Officer

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant and in the capacities and on the dates indicated.


/s/  LISA BROWN                Chairman of the Board and         March 30, 2001
-----------------------         Chief Executive Officer       ------------------
Lisa Brown                    (principal executive officer)           Date


/s/  BARRY HALL            Executive Vice President, Finance     March 30, 2001
-----------------------       and Chief Financial Officer     ------------------
Barry Hall                    (principal financial and                Date
                                 accounting officer)

/s/  ROBERT HALPER            President, Chief Operating         March 30, 2001
-----------------------          Officer and Director         ------------------
Robert Halper                                                         Date


/s/ JULIUS GENACHOWSKI                Director                   March 30, 2001
-----------------------                                       ------------------
Julius Genachowski                                                    Date


/s/  JON MILLER                       Director                   March 30, 2001
-----------------------                                       ------------------
Jon Miller                                                            Date


/s/  LESLIE SALESON                   Director                   March 30, 2001
-----------------------                                       ------------------
Leslie Saleson                                                        Date

/s/  MICHAEL SILECK                   Director                   March 30, 2001
-----------------------                                       ------------------
Michael Sileck                                                        Date


/s/  HAMILTON SOUTH                   Director                   March 30, 2001
-----------------------                                       ------------------
Hamilton South                                                        Date


                                       43
<PAGE>

/s/  DEIRDRE STANLEY                  Director                   March 30, 2001
-----------------------                                       ------------------
Deirdre Stanley                                                       Date

/s/  JOHN TINKER                      Director                   March 30, 2001
-----------------------                                       ------------------
John Tinker                                                           Date



                                       44
<PAGE>


                                  EXHIBIT INDEX

Exhibit                                    Description
Number

2.1  Amended and Restated  Agreement  and Plan of Merger,  dated as of March 23,
     2000, by and among  Styleclick.com  Inc., Internet Shopping Network LLC and
     USANI SUB LCC,  incorporated  herein by  reference  to  Exhibit  2.1 to the
     Registrant's  Registration  Statement on Form S-4 filed with the Commission
     on June 23, 2000 (File No. 333- 33194).
2.4  Form  of  Agreement  of  Merger  of  Merger  Sub and  Styleclick.com  Inc.,
     incorporated  herein  by  reference  to  Exhibit  2.2 to  the  Registrant's
     Registration  Statement on Form S-4 filed with the  Commission on March 24,
     2000 (File No. 333- 33194).
2.5  Form of  Certificate  of Merger  merging  ISN Merger Sub LLC Into  Internet
     Shopping  Network LLC,  incorporated  herein by reference to Exhibit 2.3 to
     the  Registrant's  Registration  Statement  on  Form  S-4  filed  with  the
     Commission on March 24, 2000 (File No. 333- 33194).
3.1  Certificate of Incorporation of Styleclick,  Inc.,  incorporated  herein by
     reference to Exhibit 3.1 to the Registrant's Registration Statement on Form
     S-4 filed with the Commission on March 24, 2000 (File No. 333- 33194).
3.2  Bylaws of Styleclick, Inc., incorporated herein by reference to Exhibit 3.2
     to the  Registrant's  Registration  Statement  on Form S-4  filed  with the
     Commission on March 24, 2000 (File No. 333- 33194).
4.4  Specimen Class A Common Stock Certificate, incorporated herein by reference
     to Exhibit 4.1 to the Registrant's Registration Statement on Form S-4 filed
     with the Commission on June 15, 2000 (File No. 333- 33194).
4.5  Form of Stockholders  Agreement among Styleclick,  Inc., USANi Sub LLC, USA
     Networks,  Inc.,  Styleclick.com  Inc. and the stockholders  named therein,
     incorporated  herein  by  reference  to  Exhibit  4.2 to  the  Registrant's
     Registration  Statement on Form S-4 filed with the  Commission on March 24,
     2000 (File No. 333- 33194).
4.6  Form of Registration  Rights  Agreement among USANi Sub LLC and Styleclick,
     Inc.,  incorporated  herein by reference to Exhibit 4.3 to the Registrant's
     Registration  Statement on Form S-4 filed with the  Commission on March 24,
     2000 (File No. 333- 33194).
9.3  Voting and First Offer  Agreement,  dated as of January 24,  2000,  between
     Maurizio Vecchione and USANi Sub LLC,  incorporated  herein by reference to
     Exhibit 9.1 to the  Registrant's  Registration  Statement on Form S-4 filed
     with the Commission on March 24, 2000 (File No. 333- 33194).
9.4  Voting and First Offer  Agreement,  dated as of January 24,  2000,  between
     Intel  Corporation and USANi Sub LLC,  incorporated  herein by reference to
     Exhibit 9.2 to the  Registrant's  Registration  Statement on Form S-4 filed
     with the Commission on March 24, 2000 (File No. 333- 33194).
10.1 Form of Media Warrant Agreement between Styleclick,  Inc. and USA Networks,
     Inc.,  incorporated herein by reference to Exhibit 10.1 to the Registrant's
     Registration  Statement on Form S-4 filed with the  Commission on March 24,
     2000 (File No. 333- 33194).
10.2 Form of License  Agreement by and among Styleclick,  Inc.,  Styleclick.com,
     Inc.,  Internet Shopping Network LLC and USA Networks,  Inc.,  incorporated
     herein  by  reference  to  Exhibit  10.2 to the  Registrant's  Registration
     Statement on Form S-4 filed with the  Commission on June 15, 2000 (File No.
     333- 33194).
                                       45
<PAGE>



10.3 Option  Agreement,  dated as of January 24, 2000,  by and between USANi Sub
     LLC and Styleclick.com  Inc.,  incorporated  herein by reference to Exhibit
     10.3 to the Registrant's  Registration Statement on Form S-4 filed with the
     Commission on March 24, 2000 (File No. 333- 33194).
10.4 Waiver  Agreements,  dated as of January 24,  2000,  between  Castle  Creek
     Technology   Partners,   LLC,   Styleclick.com  Inc.  and  USANi  Sub  LLC,
     incorporated  herein  by  reference  to  Exhibit  10.4 to the  Registrant's
     Registration  Statement on Form S-4 filed with the  Commission on March 24,
     2000 (File No. 333- 33194).
10.5 Credit Agreement, dated as of January 24, 2000, between Styleclick.com Inc.
     and USA Networks, Inc., incorporated herein by reference to Exhibit 10.5 to
     the  Registrant's  Registration  Statement  on  Form  S-4  filed  with  the
     Commission on March 24, 2000 (File No. 333- 33194).
10.6 Bridge  Loan  Warrant  Agreement,  dated as of January  24,  2000,  between
     Styleclick.com  Inc.  and  USA  Networks,   Inc.,  incorporated  herein  by
     reference to Exhibit  10.6 to the  Registrant's  Registration  Statement on
     Form S-4 filed with the Commission on March 24, 2000 (File No. 333- 33194).
10.7 Warrant to purchase 328,084 Shares of common stock of  Styleclick.com  Inc.
     issued to USA Networks,  Inc.,  dated as of January 24, 2000,  incorporated
     herein  by  reference  to  Exhibit  10.7 to the  Registrant's  Registration
     Statement on Form S-4 filed with the Commission on March 24, 2000 (File No.
     333- 33194).
10.8 Collateral Agreement,  dated as of January 24, 2000, between Styleclick.com
     Inc. and USA Networks,  Inc.,  incorporated  herein by reference to Exhibit
     10.8 to the Registrant's  Registration Statement on Form S-4 filed with the
     Commission on March 24, 2000 (File No. 333- 33194).
10.9 Promissory Note, dated as of January 24, 2000, in a principal amount not to
     exceed $10 million  Issued by  Styleclick.com  Inc. to USA Networks,  Inc.,
     incorporated  herein  by  reference  to  Exhibit  10.9 to the  Registrant's
     Registration  Statement on Form S-4 filed with the  Commission on March 24,
     2000 (File No. 333- 33194).
10.10Facilities  Lease  dated May 30,  2000 by and  between  W9/WLA  Real Estate
     Limited Partnership, as Landlord, and Styleclick, Inc., incorporated herein
     by reference to Exhibit 10.1 to the  Registrant's  Quarterly Report on Form
     10-Q for the quarter ended September 30, 2000 (File No. 333- 33194).
10.11*Employment  Agreement  between  Styleclick,  Inc. and  Maurizio  Vecchione
     dated as of July 27, 2000
10.12*Employment  Agreement between Styleclick,  Inc. and Edward Zinser dated as
     of December 14, 2000
10.13 *2000 Stock Plan
10.14 *2000 Director's Stock Option Plan
21.1*Subsidiaries of Registrant
23.1*Consent of Ernst & Young LLP


* Filed herewith

                                       46