##### Table of Contents



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

Form 10-Q

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


|                                                |  |                            
|----------------------------------------------- |  | ---------------------------
|For the Quarterly Period Ended January 31, 2003 |  | Commission File No. 0-15284

NATIONAL LAMPOON, INC.
(formerly known as J2 COMMUNICATIONS)
(Exact name of registrant as specified in its charter)

|                                                          |  |                                                
|--------------------------------------------------------- |  | -----------------------------------------------
|California
(State or other jurisdiction
of incorporation) |  | 95-4053296
(I.R.S. Employer
Identification No.)

10850 Wilshire Blvd., Suite 1000
Los Angeles, California 90024
(Address of principal executive offices)

Registrants telephone number: (310) 474-5252

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 [   ]

As of March 21, 2003 the registrant had 1,501,190 shares of its common stock
outstanding.





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TABLE OF CONTENTS



|                               |                                                                                               |                                            |  |  |  |  |  | 
|------------------------------ | --------------------------------------------------------------------------------------------- | ------------------------------------------ |  |  |  |  |  | 
|PART I  FINANCIAL INFORMATION
|                               | Item 1  Financial Statements                                                                
|                               |                                                                                               | CONSOLIDATED BALANCE SHEETS               
|                               |                                                                                               | CONSOLIDATED STATEMENTS OF OPERATIONS     
|                               |                                                                                               | CONSOLIDATED STATEMENTS OF CASH FLOWS     
|                               |                                                                                               | NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                               | Item 2  Managements Discussion and Analysis of Financial Position and Results of Operations
|PART II  OTHER INFORMATION   
|                               | Item 1  Legal Proceedings                                                                   
|                               | Item 6  Exhibits and Reports on Form 10-K                                                   
|PART IV.                      
|                               | ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.                    
|SIGNATURES                    
|EXHIBIT 99.1                  
|EXHIBIT 99.2                  



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##### Table of Contents






PART I  FINANCIAL INFORMATION




Item 1  Financial Statements




NATIONAL LAMPOON, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

|                                     |                     |                                            |                   |                                                                                                                             |           |              |             |               |           |   |            |  
|------------------------------------ | ------------------- | ------------------------------------------ | ----------------- | --------------------------------------------------------------------------------------------------------------------------- | --------- | ------------ | ----------- | ------------- | --------- | - | ---------- | -
|                                     |                     |                                            |                   |                                                                                                                             |           | JAN 31, 2003 |             | JUL. 31, 2002
|                                     |                     |                                            |                   |                                                                                                                             |           |              |             |              
|                                     |                     |                                            |                   |                                                                                                                             |           | (UNAUDITED)  |             |               |           |  
|ASSETS                               |                     |                                            |                   |                                                                                                                             |           |              |             |              
|                                     |                     | CURRENT ASSETS                             |                   |                                                                                                                             |           |              |             |               |           |  
|                                     |                     |                                            |                   | Cash and cash equivalents                                                                                                   |           | $            | 129,784     |               |           | $ | 1,024,207  |  
|                                     |                     |                                            |                   | Accounts receivable                                                                                                         |           |              | 980         |               |           |   |            |  
|                                     |                     |                                            |                   | Prepaid expenses and other current assets                                                                                   |           |              | 22,021      |               |           |   | 17,323     |  
|                                     |                     |                                            |                   |                                                                                                                             |           |              |             |              
|                                     |                     |                                            |                   | Total current assets                                                                                                        |           |              | 152,785     |               |           |   | 1,041,530  |  
|                                     |                     | NON-CURRENT ASSETS                         |                   |                                                                                                                             |           |              |             |               |           |  
|                                     |                     |                                            |                   | Capitalized production costs                                                                                                |           |              | 222,199     |               |           |   |            |  
|                                     |                     |                                            |                   | Fixed assets, net of accumulated depreciation                                                                               |           |              | 51,866      |               |           |   | 7,123      |  
|                                     |                     |                                            |                   | Intangible assets                                                                                                           |           |              | 6,505,732   |               |           |   | 5,964,732  |  
|                                     |                     |                                            |                   | Accumulated amortization of intangible assets                                                                               |           |              | (3,478,745  | )             |           |   | (3,268,578 | )
|                                     |                     |                                            |                   |                                                                                                                             |           |              |             |              
|                                     |                     |                                            |                   | Total non-current assets                                                                                                    |           |              | 3,301,052   |               |           |   | 2,703,277  |  
|                                     |                     |                                            |                   |                                                                                                                             |           |              |             |              
|                                     |                     | TOTAL
CURRENT ASSETS                       |                   | $                                                                                                                           | 3,453,837 |              |             | $             | 3,744,807 |  
|                                     |                     |                                            |                   |                                                                                                                             |           |              |             |              
|LIABILITIES AND SHAREHOLDERS EQUITY |                     |                                            |                   |                                                                                                                             |           |              |             |              
|                                     | CURRENT LIABILITIES |                                            |                   |                                                                                                                             |           |              |             |               |          
|                                     |                     |                                            |                   | Accounts payable                                                                                                            |           | $            | 263,886     |               |           | $ | 310,951    |  
|                                     |                     |                                            |                   | Accrued expenses                                                                                                            |           |              | 473,620     |               |           |   | 490,244    |  
|                                     |                     |                                            |                   | Notes payable                                                                                                               |           |              | 415,000     |               |           |   | 415,000    |  
|                                     |                     |                                            |                   | Deferred income                                                                                                             |           |              | 25,000      |               |           |   |            |  
|                                     |                     |                                            |                   |                                                                                                                             |           |              |             |              
|                                     |                     |                                            |                   | TOTAL
CURRENT LIABILITIES                                                                                                   |           |              | 1,177,506   |               |           |   | 1,216,195  |  
|                                     |                     |                                            |                   |                                                                                                                             |           |              |             |              
|                                     |                     |                                            | MINORITY INTEREST |                                                                                                                             |           |             |             |               |           |  |           
|                                     |                     | SHAREHOLDERS EQUITY                       |                   |                                                                                                                             |           |              |             |               |           |  
|                                     |                     |                                            |                   | Series B Preferred Stock, par value $.0001 per share,
68,406 shares authorized, 57,407 shares issued                        |           |              | 4,301,618   |               |           |   | 2,585,318  |  
|                                     |                     |                                            |                   | Common Stock, par value $.0001 per share, 15,000,000
shares authorized, 1,501,190 and 1,385,483 shares
issued, respectively |           |              | 12,025,832  |               |           |   | 9,986,762  |  
|                                     |                     |                                            |                   | Less: Note receivable on common stock                                                                                       |           |              | (154,340    | )             |           |   | (151,460   | )
|                                     |                     |                                            |                   | Deferred compensation                                                                                                       |           |              | (1,118,763  | )             |           |   |           |  
|                                     |                     |                                            |                   | Accumulated deficit                                                                                                         |           |              | (12,778,016 | )             |           |   | (9,892,008 | )
|                                     |                     |                                            |                   |                                                                                                                             |           |              |             |              
|                                     |                     |                                            |                   | TOTAL SHAREHOLDERS EQUITY                                                                                                  |           |              | 2,276,331   |               |           |   | 2,528,612  |  
|                                     |                     |                                            |                   |                                                                                                                             |           |              |             |              
|                                     |                     | TOTAL LIABILITIES AND SHAREHOLDERS EQUITY |                   | $                                                                                                                           | 3,453,837 |              |             | $             | 3,744,807 |  
|                                     |                     |                                            |                   |                                                                                                                             |           |              |             |              

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NATIONAL LAMPOON, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

|                       |                                                                          |  |                                                          |                                                         |   |                |            |                |   |          |         |           |   |           |            |           |   |          |         | 
|---------------------- | ------------------------------------------------------------------------ |  | -------------------------------------------------------- | ------------------------------------------------------- | - | -------------- | ---------- | -------------- | - | -------- | ------- | --------- | - | --------- | ---------- | --------- | - | -------- | ------- | 
|                       |                                                                          |  |                                                          |                                                         |   | THREE MONTHS   |            | SIX MONTHS    
|                       |                                                                          |  |                                                          |                                                         |   | ENDED JAN. 31, |            | ENDED JAN. 31,
|                       |                                                                          |  |                                                          |                                                         |   |                |            |               
|                       |                                                                          |  |                                                          |                                                         |   | 2003           |            | 2002           |   | 2003     |         | 2002     
|                       |                                                                          |  |                                                          |                                                         |   |                |            |                |   |          |         |          
|REVENUE                |                                                                          |  |                                                          |                                                         |   |                |            |                |   |          |         |           |   |           |            |          
|                       |                                                                          |  | Trademark                                                |                                                         | $ | 115,392        |            |                | $ | 222,222  |         |           | $ | 187,665   |            |           | $ | 374,168  |        
|                       |                                                                          |  | Video                                                    |                                                         |   | 957            |            |                |   | 548      |         |           |   | 1,005     |            |           |   | 847      |        
|                       |                                                                          |  | Advertising                                              |                                                         |   | 10,000         |            |                |   |          |         |           |   | 10,000    |            |           |   |          |        
|                       |                                                                          |  | Internet                                                 |                                                         |   | 1,980          |            |                |   | 4        |         |           |   | 3,847     |            |           |   | 505      |        
|                       |                                                                          |  |                                                          |                                                         |   |                |            |                |   |          |         |           |   |           |            |          
|                       |                                                                          |  |                                                          | Total revenue                                           |   |                | 128,329    |                |   |          | 222,774 |           |   |           | 202,517    |           |   |          | 375,520 | 
|COSTS AND EXPENSES     |                                                                          |  |                                                          |                                                         |   |                |            |                |   |          |         |           |   |           |            |          
|                       |                                                                          |  | Costs related to trademark revenue                       |                                                         |   | 2,280          |            |                |   | 3,824    |         |           |   | 7,712     |            |           |   | 11,036   |        
|                       |                                                                          |  | Costs related to video revenue                           |                                                         |   | 1,443          |            |                |   | 300      |         |           |   | 1,443     |            |           |   | 646      |        
|                       |                                                                          |  | Costs related to internet revenue                        |                                                         |   | 13,430         |            |                |   | 7,092    |         |           |   | 22,967    |            |           |   | 13,743   |        
|                       |                                                                          |  | Television distribution costs                            |                                                         |   | 192,602        |            |                |   |         |         |           |   | 356,240   |            |           |   |         |        
|                       |                                                                          |  | Amortization of intangible assets                        |                                                         |   | 150,167        |            |                |   | 60,000   |         |           |   | 210,167   |            |           |   | 120,000  |        
|                       |                                                                          |  | Selling, general & administrative expenses               |                                                         |   | 1,093,419      |            |                |   | 343,115  |         |           |   | 1,917,253 |            |           |   | 922,237  |        
|                       |                                                                          |  | Stock, warrants, & options issued for services           |                                                         |   | 76,094         |            |                |   |         |         |           |   | 706,482   |            |           |   |          |        
|                       |                                                                          |  | Stock appreciation rights (benefit)/expense              |                                                         |   |               |            |                |   | (567,570 | )       |           |   |          |            |           |   | (843,096 | )      
|                       |                                                                          |  | Conversion of stock appreciation rights to stock options |                                                         |   |               |            |                |   | 140,894  |         |           |   |          |            |           |   | 140,894  |        
|                       |                                                                          |  |                                                          |                                                         |   |                |            |                |   |          |         |           |   |           |            |          
|                       |                                                                          |  |                                                          | Total costs and expenses                                |   |                | 1,529,435  |                |   |          | (12,345 | )         |   |           | 3,222,264  |           |   |          | 365,460 | 
|                       |                                                                          |  |                                                          |                                                         |   |                |            |                |   |          |         |           |   |           |            |          
|                       |                                                                          |  |                                                          | OPERATING (LOSS)/INCOME                                 |   |                | (1,401,106 | )              |   |          | 235,119 |           |   |           | (3,019,747 | )         |   |          | 10,060  | 
|OTHER INCOME/(EXPENSE) |                                                                          |  |                                                          |                                                         |   |                |            |                |   |          |         |           |   |           |            |          
|                       |                                                                          |  | Interest income                                          |                                                         |   | 1,451          |            |                |   | 3,366    |         |           |   | 4,148     |            |           |   | 6,364    |        
|                       |                                                                          |  | Other income                                             |                                                         |   | 32,214         |            |                |   |          |         |           |   | 32,214    |            |           |   |          |        
|                       |                                                                          |  |                                                          |                                                         |   |                |            |                |   |          |         |           |   |           |            |          
|                       |                                                                          |  |                                                          | Total other income/(expense)                            |   |                | 33,665     |                |   |          | 3,366   |           |   |           | 36,362     |           |   |          | 6,364   | 
|                       |                                                                          |  |                                                          |                                                         |   |                |            |                |   |          |         |           |   |           |            |          
|                       |                                                                          |  |                                                          | (LOSS)/INCOME BEFORE MINORITY INTEREST
AND INCOME TAXES |   |                | (1,367,441 | )              |   |          | 238,485 |           |   |           | (2,983,385 | )         |   |          | 16,424  | 
|                       |                                                                          |  |                                                          |                                                         |   |                |            |                |   |          |         |           |   |           |            |          
|                       | Minority interest in loss of consolidated subsidiary                     |  |                                                          | 61,718                                                  |   |                |            |                |   |          |         | 99,000    |   |           |            |           |  
|                       |                                                                          |  |                                                          |                                                         |   |                |            |                |   |          |         |           |   |           |            |          
|                       | Provision for state income taxes                                         |  |                                                          |                                                        |   |                |            |               |   |          |         | 1,623     |   |           |            | 800       |  
|                       |                                                                          |  |                                                          |                                                         |   |                |            |                |   |          |         |           |   |           |            |          
|                       |                                                                          |  |                                                          | NET (LOSS)/INCOME                                       |   | $              | (1,305,723 | )              |   | $        | 238,485 |           |   | $         | (2,886,008 | )         |   | $        | 15,624  | 
|                       |                                                                          |  |                                                          |                                                         |   |                |            |                |   |          |         |           |   |           |            |          
|                       | Net (loss)/income per share  basic                                      |  | $                                                        | (0.90                                                   | ) |                | $          | 0.17           |   |          | $       | (2.00     | ) |           | $          | 0.01      |  
|                       |                                                                          |  |                                                          |                                                         |   |                |            |                |   |          |         |           |   |           |            |          
|                       | Weighted average number of common shares  basic                         |  |                                                          | 1,451,593                                               |   |                |            | 1,379,816      |   |          |         | 1,444,533 |   |           |            | 1,378,970 |  
|                       |                                                                          |  |                                                          |                                                         |   |                |            |                |   |          |         |           |   |           |            |          
|                       | Net (loss)/income per share  diluted                                    |  | $                                                        | (0.90                                                   | ) |                | $          | 0.17           |   |          | $       | (2.00     | ) |           | $          | 0.01      |  
|                       |                                                                          |  |                                                          |                                                         |   |                |            |                |   |          |         |           |   |           |            |          
|                       | Weighted average number of common and common
equivalent shares  diluted |  |                                                          | 1,451,593                                               |   |                |            | 1,435,969      |   |          |         | 1,444,533 |   |           |            | 1,430,859 |  
|                       |                                                                          |  |                                                          |                                                         |   |                |            |                |   |          |         |           |   |           |            |          

The accompanying notes are an integral part of these consolidated financial statements.

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NATIONAL LAMPOON, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

|                                                               |                                                                                      |                                                                  |           |                    |         |      |         |         |          |  
|-------------------------------------------------------------- | ------------------------------------------------------------------------------------ | ---------------------------------------------------------------- | --------- | ------------------ | ------- | ---- | ------- | ------- | -------- | -
|                                                               |                                                                                      |                                                                  |           | FOR THE SIX MONTHS
|                                                               |                                                                                      |                                                                  |           | ENDED JANUARY 31, 
|                                                               |                                                                                      |                                                                  |           |                   
|                                                               |                                                                                      |                                                                  |           | 2003               |         | 2002
|                                                               |                                                                                      |                                                                  |           |                    |         |     
|CASH FLOWS FROM OPERATING ACTIVITIES:                          |                                                                                      |                                                                  |           |                    |         |      |         |        
|                                                               | Net (loss)/income                                                                    |                                                                  | $         | (2,886,007         | )       |      | $       | 15,624  |         
|                                                               | Adjustments to reconcile net loss/(income)
to net cash used in operating activities: |                                                                  |           |                    |         |      |         |         |         
|                                                               |                                                                                      | Depreciation and amortization                                    |           |                    | 242,055 |      |         |         | 126,860  |  
|                                                               |                                                                                      | Stock appreciation rights expense/(benefit)                      |           |                    |        |      |         |         | (843,096 | )
|                                                               |                                                                                      | Conversion of stock appreciation rights to stock options         |           |                    |        |      |         |         | 140,894  |  
|                                                               |                                                                                      | Stock
and options issued for services                            |           |                    | 706,482 |      |         |         |         |  
|                                                               |                                                                                      | Minority interest                                                |           |                    | (99,000 | )    |         |         |         |  
|                                                               |                                                                                      | Other                                                            |           |                    | (2,880  | )    |         |         | (2,880   | )
|                                                               | Changes in assets and liabilities:                                                   |                                                                  |           |                    |         |      |         |         |         
|                                                               |                                                                                      | (Increase) in accounts receivable                                |           |                    | (980    | )    |         |         |         |  
|                                                               |                                                                                      | (Increase)/decrease in prepaid expenses and other current assets |           |                    | (4,697  | )    |         |         | 2,814    |  
|                                                               |                                                                                      | Increase in deferred revenues                                    |           |                    | 25,000  |      |         |         |         |  
|                                                               |                                                                                      | (Decrease)/increase in accounts payable                          |           |                    | (47,063 | )    |         |         | 271,925  |  
|                                                               |                                                                                      | (Decrease)/increase in accrued expenses                          |           |                    | (16,627 | )    |         |         | 205,956  |  
|                                                               |                                                                                      | (Decrease) in settlement payable                                 |           |                    |        |      |         |         | (203,117 | )
|                                                               |                                                                                      | (Decrease)/increase in extension payments                        |           |                    |         |      |         |         | 250,000  |  
|                                                               | NET CASH AND CASH EQUIVALENTS USED IN OPERATING ACTIVITIES                           |                                                                  |           | (2,083,716         | )       |      |         | (35,020 | )       
|                                                               |                                                                                      |                                                                  |           |                    |         |      |         |        
|CASH FLOWS FROM INVESTING ACTIVITIES:                          |                                                                                      |                                                                  |           |                    |         |      |         |        
|                                                               | Acquisition of Burly Bear networks                                                   |                                                                  |           | (200,000           | )       |      |         |         |         
|                                                               | Capitalized
production costs                                                         |                                                                  |           | (127,975           | )       |      |         |         |         
|                                                               | Purchase of fixed assets                                                             |                                                                  |           | (12,856            | )       |      |         | 0       |         
|                                                               |                                                                                      |                                                                  |           |                    |         |      |         |        
|                                                               | NET CASH AND CASH EQUIVALENTS USED IN INVESTING ACTIVITIES                           |                                                                  |           | (340,831           | )       |      |         | 0       |         
|                                                               |                                                                                      |                                                                  |           |                    |         |      |         |        
|CASH FLOWS FROM FINANCING ACTIVITIES:                          |                                                                                      |                                                                  |           |                    |         |      |         |        
|                                                               | Proceeds from Series B preferred stock issuance                                      |                                                                  |           | 1,495,000          |         |      |         |         |         
|                                                               | Exercise of stock options                                                            |                                                                  |           | 35,124             |         |      |         | 67,601  |         
|                                                               |                                                                                      |                                                                  |           |                    |         |      |         |        
|                                                               | NET CASH AND CASH EQUIVALENTS (USED IN)/ PROVIDED BY FINANCING
ACTIVITIES            |                                                                  |           | 1,530,124          |         |      |         | 67,601  |         
|                                                               |                                                                                      |                                                                  |           |                    |         |      |         |        
|NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS           |                                                                                      |                                                                  | (894,423  | )                  |         |      | 32,581  |        
|CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD               |                                                                                      |                                                                  | 1,024,207 |                    |         |      | 324,472 |        
|                                                               |                                                                                      |                                                                  |           |                    |         |      |         |        
|CASH AND CASH EQUIVALENTS AT END OF PERIOD                     |                                                                                      | $                                                                | 129,784   |                    |         | $    | 357,053 |        
|                                                               |                                                                                      |                                                                  |           |                    |         |      |         |        
|SUPPLEMENTAL DISCLOSURE OF INVESTING AND FINANCING ACTIVITIES: |                                                                                      |                                                                  |           |                    |         |      |         |        
|                                                               | Stock and options issued for services, including $1,118,763 of deferred compensation |                                                                  | $         | 1,825,245          |         |      |         | 0       |         
|                                                               |                                                                                      |                                                                  |           |                    |         |      |         |         |         

The accompanying notes are an integral part of these consolidated financial statements.

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NATIONAL LAMPOON, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A  BASIS OF PRESENTATION AND GOING CONCERN

The accompanying unaudited consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States of America for interim financial statements. Accordingly, they do
not include all of the information and disclosures required for annual
financial statements. These financial statements should be read in conjunction
with the financial statements and related footnotes for the year ended July 31,
2002 included in the J2 Communications (Company or Registrant) annual
report on Form 10-K for that period.

In the opinion of the Companys management, all adjustments (consisting of
normal recurring accruals) necessary to present fairly the Companys financial
position as of January 31, 2003, and the results of operations and cash flows
for the three and six month periods ended January 31, 2003 and 2002 have been
included.

The results of operations for the three and six month periods ended
January 31, 2003 are not necessarily indicative of the results to be expected
for the full fiscal year. For further information, refer to the financial
statements and related footnotes included in the Companys annual report on
Form 10-K for the year ended July 31, 2002.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. Since the consummation of the Reorganization
Transactions, (see the Companys annual report on form 10-K for the year ended
July 31, 2002), we have initiated a number of new business activities, and
significantly increased our overhead by the hiring of new employees and
consultants. To date, these operations have provided limited operating
revenue, and we have been relying on capital received from NLAG Group in
connection with the securities purchased in connections with the Reorganization
Transactions, and the subsequent investment by the NLAG Group, and Messrs.
Laikin, Skjodt and Durham, to fund operations. Since the consummation of the
transaction, in which we received $2,085,318, subsequent NLAG investments have
provided us with $2,415,000, although $200,000 of this amount was allocated for
the Burly Bear transaction. We are currently exploring other transactions to
secure additional financing, although in the near term expect to continue to
rely on the funding provided by NLAG and its affiliates. Our financial
statements are subject to a going concern qualification, which could make any
additional financing transaction more difficult to consummate.

NOTE B  INTANGIBLE ASSETS

As of August 1,
2002, the Company implemented the guidance of SFAS  142. There was no reclassification necessary of intangible assets related to the
adoption of SFAS 142 since all balances were previously classified as
intangible assets. The implementation of SFAS 142 had no material impact on
the Companys financial statements.

NOTE C  CAPITALIZED FILM COSTS

Pursuant to Statement
of Position (SOP) 00-2, Accounting by Producers or
Distributors of Films, issued by the Accounting Standards
Executive Committee of the American Institute of Certified Public
Accountants, the Company values its film cost at the lower of
unamortized cost or net realizable value on an individual title basis
in accordance with generally accepted accounting principles. Film
costs represent those costs incurred in the development, production
and distribution of television projects. Such costs have been
capitalized. Amortization of film cost is charged to expense, and
third party participation are accrued, using the individual film
forecast method whereby expense is recognized in the proportion that
current period revenues bear to an estimate of ultimate revenues.
These estimates of revenues are prepared and reviewed periodically by
management.

NOTE D  EARNINGS PER SHARE

Diluted earnings per share amounts are calculated using the treasury
method and are based upon the weighted average number of common and common
equivalent shares outstanding during the period. Common equivalent shares are
excluded from the computation in periods in which they would have an
anti-dilutive effect. The difference between basic and diluted earnings per
share is solely attributable to stock options, which are considered
anti-dilutive when option exercise prices exceed the weighted average market
price per share of common stock during the period.

Options to purchase 46,345 and 37,252 common shares are not included in
the calculation of diluted earnings per share for the three and six month
periods ended January 31, 2003, respectively, because they are anti-dilutive. There are also 1,619,098 shares of Common
Stock and 1,619,098 warrants which are issuable upon conversion of
the Series B shares of preferred
stock which are excluded from the calculation as they are anti-dilutive.

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NOTE E  SEGMENT INFORMATION

The Company operates in three business segments: licensing and
exploitation of the National Lampoon trademark and related properties,
operation of the nationallampoon.com website and video distribution. Segment
operating income/(loss) excludes the amortization of intangible assets, stock
appreciation rights costs, interest income, certain corporate expenses related
to Recent Developments and income taxes. Selling, general and administrative
expenses not specifically attributable to any segment have been allocated
equally between the trademark and internet segments. Summarized financial
information for the three and six month periods ended January 31, 2002 and 2001
concerning the Companys segments is as follows:

|                                    |                                 |  |           |          |          |  |    |            |       |  |   |          |   |  |   |            |  
|----------------------------------- | ------------------------------- |  | --------- | -------- | -------- |  | -- | ---------- | ----- |  | - | -------- | - |  | - | ---------- | -
|                                    |                                 |  | Trademark |          | Internet |  | TV |            | Total
|                                    |                                 |  |           |          |          |  |    |            |      
|Three Months Ended January 31, 2003 |                                 |  |           |          |          |  |    |            |       |  |   |          |   |  |   |           
|                                    | Segment revenue                 |  | $         | 116,000  |          |  |    | 2,000      |       |  | $ | 10,000   |   |  | $ | 128,000    |  
|                                    | Segment operating
income/(loss) |  |           | (348,000 | )        |  |    | (519,000   | )     |  |   | (290,000 | ) |  |   | (1,157,000 | )
|Three Months Ended January 31, 2002 |                                 |  |           |          |          |  |    |            |       |  |   |          |   |  |   |           
|                                    | Segment revenue                 |  | $         | 223,000  |          |  | $  | 0          |       |  | $ | 0        |   |  | $ | 223,000    |  
|                                    | Segment operating income        |  |           | 238,000  |          |  |    | (53,000    | )     |  |   | 0        |   |  |   | 185,000    |  
|Six Months Ended January 31, 2003   |                                 |  |           |          |          |  |    |            |       |  |   |          |   |  |   |           
|                                    | Segment revenue                 |  | $         | 188,000  |          |  | $  | 4,000      |       |  | $ | 10,000   |   |  | $ | 376,000    |  
|                                    | Segment operating income/(loss) |  |           | (968,000 | )        |  |    | (1,211,000 | )     |  |   | (501,000 | ) |  |   | (2,680,000 | )
|Six Months Ended January 31, 2002   |                                 |  |           |          |          |  |    |            |       |  |   |          |   |  |   |           
|                                    | Segment revenue                 |  | $         | 385,000  |          |  | $  | 1,000      |       |  | $ | 0        |   |  | $ | 164,000    |  
|                                    | Segment operating income/(loss) |  |           | (99,000  | )        |  |    | (429,000   | )     |  |   | 0        |   |  |   | (528,000   | )

A reconciliation of segment operating income/loss to net income before income
taxes for the three and six month periods ended January 31, 2002 and 2002 is as
follows:

|                                                                            |  |                            |            |               |  |   |          |  
|--------------------------------------------------------------------------- |  | -------------------------- | ---------- | ------------- |  | - | -------- | -
|                                                                            |  | FOR THE THREE MONTHS ENDED
|                                                                            |  |                           
|                                                                            |  | JAN. 31, 2003              |            | JAN. 31, 2002
|                                                                            |  |                            |            |              
|Total segment operating (loss)/income                                       |  | $                          | (1,157,000 | )             |  | $ | 185,000  |  
|Amortization of intangible assets                                           |  |                            | 150,000    |               |  |   | 60,000   |  
|Stock appreciation rights benefit                                           |  |                            |           |               |  |   | (427,000 | )
|Interest income                                                             |  |                            | (1,000     | )             |  |   | (3,000   | )
|Corporate expenses incurred related to
the change in control of the Company |  |                            |           |               |  |   | 317,000  |  
|                                                                            |  |                            |            |               |  |   |          |  
|Net (loss)/income before income taxes                                       |  | $                          | (1,306,000 | )             |  | $ | 238,000  |  
|                                                                            |  |                            |            |               |  |   |          |  

|                                                                            |  |                          |             |               |  |   |           |  
|--------------------------------------------------------------------------- |  | ------------------------ | ----------- | ------------- |  | - | --------- | -
|                                                                            |  | FOR THE SIX MONTHS ENDED
|                                                                            |  |                         
|                                                                            |  | JAN. 31, 2003            |             | JAN. 31, 2002
|                                                                            |  |                          |             |              
|Total segment operating loss                                                |  |                          | ($2,680,000 | )             |  |   | ($173,000 | )
|Amortization of intangible assets                                           |  |                          | 210,000     |               |  |   | 120,000   |  
|Stock appreciation rights
expense/(benefit)                                 |  |                          |            |               |  |   | (702,000  | )
|Interest income                                                             |  |                          | (4,000      | )             |  |   | (6,000    | )
|Corporate expenses incurred related to
the change in control of the Company |  |                          |            |               |  |   | 399,000   |  
|                                                                            |  |                          |             |               |  |   |           |  
|Net (loss)/income before income taxes                                       |  | $                        | (2,886,000  | )             |  | $ | 16,000    |  
|                                                                            |  |                          |             |               |  |   |           |  

Note F  Burly Bear Acquisition

On August 30, 2002, the Company, through its wholly owned subsidiary National
Lampoon Networks, Inc (NLNI), entered into an agreement to purchase
substantially all the assets, mainly consisting of the film library and
production costs of Burly Bear Networks, Inc. (Burly Bear), a privately owned
entity, to enhance it business operations. Consideration exchanged in the
acquisition consisted of $200,000 in cash, less certain transaction expenses;
shares of the Company's common stock having an aggregate market value of
$400,000 on the effective date; and 150 shares of NLNI Common Stock,
representing fifteen percent of NLNIs issued and outstanding shares of Common
Stock at the same value per share. The purchase price allocation reflects
managements estimates at the date of acquisition. Management has not
established a final allocation of the purchase price, when the final allocation
is established adjustments will be made pursuant to SFAS 141.

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##### Table of Contents



The aggregate purchase price was $600,000 consisting of $200,000 cash and
common stock valued at $400,000. The following summarizes the estimated fair
values of the assets acquired:

|                                                         |  |   |         |  
|-------------------------------------------------------- |  | - | ------- | -
|Personal property                                        |  | $ | 58,000  |  
|Film library                                             |  |   | 100,000 |  
|Intangible assets (to be finalized based
upon appraisal) |  |   | 541,000 |  
|Minority Interest                                        |  |   | (99,000 | )
|                                                         |  |   |         |  
|                                                         |  | $ | 600,000 |  
|                                                         |  |   |         |  

Operating result have been included from August 30,2002. Pro forma financial
information as if the acquisition had taken place at the beginning of the
reporting period have not been presented. Burly Bear did not have significant
operations during August 2002, so the amounts would not materially differ from
the first quarter operating results.




Item 2  Managements Discussion and Analysis of Financial Position and Results of Operations

Recent Developments

Effective on September 3, 2002, National Lampoon Networks, Inc., a Delaware
corporation (NLNI) a newly formed subsidiary of the Companys, acquired
substantially all of the assets of Burly Bear Network, Inc., a Delaware
corporation (Burly Bear). Burly Bear, organized by a group including the
executive producer of Saturday Night Live, was in the business of producing and
distributing entertainment through a network of affiliated college television
outlets.

The Asset Purchase Agreement provided that Burly Bear was to receive as
consideration for the purchase of the assets the following: $200,000 in cash,
less certain transaction expenses; shares of our Common Stock having an
aggregate value of $400,000 (resulting in the issuance of 73,801 shares of
Common Stock); and 150 shares of NLNI Common Stock, valued at $99,000 and
representing fifteen percent of NLNIs issued and outstanding shares of Common
Stock. The Company allocated $58,000 of the purchase price to fixed assets,
$100,000 to capitalized production costs or film library, and approximately
$502,000 to intangible assets, which represents the tradename Burly Bear and
its network relationships. The purchase price allocation is not final because
the Company is waiting for final appraisals of the fixed assets and film
library.

Results of Operations

The Three Months Ended January 31, 2003 vs. the Three Months Ended January 31, 2002

For the three months
ended January 31, 2003, trademark revenues were
$115,391 compared to $222,222 for the quarter ended January 31, 2002. This
decrease of 48% resulted primarily from having received income from National
Lampoons Van Wilder during the fiscal quarter 2002 in addition to royalties
from National Lampoons Animal House. The Company has not received addition
royalties from National Lampoons Van Wilder in the current fiscal year.
Video revenues of $957 during the second fiscal quarter 2003 increased 75% from
fiscal 2002 video revenues of $548. Increased sales of the Mother Goose Video
Treasury accounted for the majority of that increase. Internet revenues of
approximately $2,000 during fiscal 2003 increased from nearly zero during the
second fiscal quarter 2002 due to more success in merchandise sales in the
current fiscal year. Advertising revenues from National Lampoon Networks was
$10,000 during the second fiscal quarter. National Lampoon Networks was
acquired in September 2002, and therefore there were no revenues during the
prior fiscal year.

Costs related to trademark revenue during the quarter ended January 31,
2003 decreased from $3,824 during fiscal 2002 to $2,280 during the second
fiscal quarter 2003, representing a decrease of 40%. The decreased in
trademark revenues during the quarter in 2003 accounted for the decrease in
trademark costs. Costs related to Internet operations (excluding the selling,
general, and administrative portion of those expenses) increased from $7,092
during the quarter ended January 31, 2002 to $13,430 in the current year,
representing an increase of 89%. These costs include website development and
maintenance, content creation and third party hosting of the website. An
increase in web site writing costs was the primary reason for the higher costs
during the quarter ended January 31, 2003. Television distribution costs of
$192,601 included $177,601 in costs associated with the distribution of
National

7



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Lampoon Network programming. There were no similar costs in the prior
fiscal year. Amortization of intangible assets, the costs of the Companys
acquisition of the National Lampoon trademark, was $60,000 during each of the
quarters ended January 31, 2002 and 2001. In addition the Company amortized
$90,167 of the intangible asset associated with the purchase of the Burly Bear
network. The Company is amortizing the intangible asset over a two year period
subject to an independent appraisal of the assets. This appraisal is scheduled
to take place later in the current fiscal year.

Selling, general and administrative costs increased to $1,093,419 during
the quarter ended January 31, 2003 versus $343,115 during the same period last
year. This increase of approximately $750,000 or 219% resulted primarily from:
(i) an increase of personnel and consulting costs of approximately $535,000
(ii) an increase in legal and accounting fees of approximately $72,000, and
(iii) an increase in most overhead expenses including travel and entertainment
$42,000, rent $15,000, and marketing and promotion $18,000, due to the opening
of an National Lampoon Network office in New York, additional personnel and
greater activity in general during the current fiscal year.

During the three months ended January 31, 2003, the Company recorded
$76,094 in expense associated with the granting of options and warrants to
advisors and consultants. During the quarter ended January 31, 2002, the
Company recorded a benefit of $567,570 related to stock appreciation rights
(SARs) granted to the Companys chief executive officer and an expense of
$140,894 upon conversion of the SARs to common stock options. All SARs
granted to the chief executive officer of the Company were eliminated during
the quarter in fiscal 2002, and therefore their attendant liability. All
outstanding SARs were converted to common stock options granted to the chief
executive officer. There was no corresponding benefit or cost in fiscal 2003.

Interest income during the quarter ended January 31, 2003 decreased to
$1,451 versus $3,366 during the quarter ended January 31, 2002. This decrease
resulted from a decrease in cash and cash equivalents held during the quarter
versus the same period last year.
Other income of $32,214 in the current fiscal year resulted from the collection
of monies from an insurance company due to the loss of equipment that was
insured. The minority interest in income of the consolidated subsidiary of
$61,717 represents 15% of the loss of National Lampoon Networks due to the 15%
ownership of National Lampoon Networks by a third party.

For the three months ended January 31, 2003, the Company had a net loss of
$(1,305,723) or $(0.90) per share, versus a net income of $238,485, or $0.17
per share, for the three months ended January 31, 2002. This decrease in net
income resulted primarily from, (i) the elimination of liabilities relating to
outstanding SARs, and a legal settlement payable, creating a benefit recorded
by the Company and (iii) the increase in expenses incurred by the Company
related to the greater level of activity in the current year. The increase in
activity and expenses were not matched by increases in revenues. During the
quarters ended January 31, 2003 and 2002, the Company had no significant
provision for income taxes due to the utilization of deferred tax valuation
allowances.

The Six Months Ended January 31, 2003 vs. the Six Months Ended January 31, 2002

For the six months
ended January 31, 2003, trademark revenues were $187,665
as compared to $374,168 for the same period in 2002. The decrease in trademark
revenues of approximately 50% resulted primarily from decreased revenue from
the film National Lampoons Animal House and revenues in the prior year from
the feature film National Lampoons Van Wilder. Video revenues during the
first six months of fiscal 2002 were$1,005 versus $847 in the prior year,
representing an increase of 18%, due primarily to increased sales of the videos
The Mother Goose Video Treasury. Six months Internet revenues of $3,847 in
fiscal 2003 represents a 662% increase from 2002 revenues of $505. Greater
merchandise sales were achieved in the current year. Advertising revenues from
National Lampoon Networks were $10,000 during the current fiscal year.
National Lampoon Networks was acquired in September 2002, and therefore there
were no revenues during the prior fiscal year.

Costs related to trademark revenues of $7,712 for the first six months of
fiscal 2002 represents a 30% decline from the $11,036 in trademark costs in the
prior year. Lower trademark revenues in the current year resulted in lower
trademark costs. Costs related to video revenues of $1,443 increased by 123%
in fiscal 2003, from $646 in the prior year. This reflects an increase in
video sales and therefore cost of sales, for the first six months of fiscal
2003. Costs related to Internet operations (excluding the selling, general and
administrative portion of those expenses) increased to $22,967 during the six
months ended January 31, 2003 from $13,743 during the same period in the prior
year. These costs include website development and maintenance, content creation
and third party hosting of the website. An increase in the cost of the web site
writers and cost of merchandize resulted in the higher costs. Television
distribution costs of $356,240 included $258,740 in costs associated with the
distribution of National Lampoon Network programming, and $82,500 in direct
response programming that was written off. Amortization of intangible assets,
the costs of the Companys acquisition of the National Lampoon trademark, was
$120,000 during each of the six months periods ended January 31, 2003 and 2002.
In addition the Company amortized $90,167 of the intangible asset associated
with the purchase of the Burly Bear network. The Company is amortizing the
intangible asset over a two year period subject to an independent appraisal of
the assets. Such appraisal is scheduled to take place later in the current
fiscal year.

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Selling, general and administrative costs increased by $995,016 to
$1,917,253 during the six months ended January 31, 2003 from $922,237 during
the same period last year, representing an increase of 108%. This increase
resulted primarily from Personnel costs including salaries and consultants,
which increased by approximately $902,000 during the current fiscal year,
travel and entertainment which increased by approximately $67,000, and various
other overhead costs associated with opening an office for National Lampoon
Networks and the overall increase in activity during the current fiscal year.

During the six months ended January 31, 2003, the Company recorded
$706,482 in expense associated with the granting of options and warrants to
advisors and consultants. In fiscal 2002 the Company recorded a net expense
benefit of $843,096 related to stock appreciation rights (SARs) granted to
the Companys chief executive officer. This benefit resulted from the
elimination of the SARs granted and therefore their corresponding liability and
expense, when they were converted to common stock options granted to the chief
executive officer. In the prior fiscal year the Company recorded an expense
associated with the conversion of stock appreciation rights (SARs) to stock
options. There were no SARs granted or outstanding during the current fiscal
year.

Interest income during the six months ended January 31, 2003 decreased to
$4,148 from $6,364 during the six months ended January 31, 2002. This decrease
of 35% resulted from a decrease in cash and cash equivalents held during the
six months ended January 31, 2003 versus the same period last year. Other
income of $32,214 in the current fiscal year resulted from the collection of
monies from an insurance company due to the loss of equipment that was insured.
The minority interest in income of consolidated subsidiary of $99,000
represents 15% of the loss of National Lampoon Networks reflecting the 15%
ownership of National Lampoon Networks by a third party.

For the six months ended January 31, 2003, the Company had a net loss of
$2,886,007 or $2.00 per share versus a net income of $15,624, or $0.01 per
share, for the six months ended January 31, 2002. This net loss resulted
primarily from increases in selling, general & administrative expenses of
$995,016 due to the increased activity, opening a new office, hiring additional
personnel, engaging consultants, increased travel, rent, and other SG&A
expenses, and $706,482 from the issuing of stock, warrants, and options for
services rendered. Additionally in the prior fiscal year there was an
approximately $702,000 net benefit from the conversion of SARs to stock
options. During the six month periods ended January 31, 2002 and 2001, the
Company had no significant provision for income taxes due to the utilization of
deferred tax valuation allowances.

Liquidity and Capital Resources

The Companys principal source of working capital during the year to date
ended January 31, 2003 was trademark income and proceeds from Series B
preferred stock issuance.

For the six months ended January 31, 2003, the Companys net cash flow
used in its operating activities was 2,147,492 versus $35,020 of net cash flow
used in operating activities during the six months ended January 31, 2002.
This decrease results primarily from and increase in personnel and other costs
as part of the increase in activities since the NLAG Transaction. At January 31,
2003, the Company had cash and cash equivalents of $129,784 as compared to
$1,024,207 at July 31, 2002.

Since the completion of the Reorganization Transactions, our operations have
been characterized by ongoing capital shortages caused by expenditures in
initiating several new business ventures. We are also actively seeking private
sources of financing, establishing bank lines and obtaining additional equity
from third party sources. There is no assurance that such financing will be
available on commercially acceptable terms, if at all. Our existing capital
resources are insufficient to fund our activities for the next six to twelve
months. Unless our revenues from new business activities significantly increase
during that period, we will need to raise additional capital to continue to
fund our planned operations or, in the alternative, significantly reduce or
even eliminate certain operations. There can be no assurance that we will be
able to raise such capital on reasonable terms, or at all. As of March 13,
2003, we had cash on hand of $118,761, and no significant receivables. This
amount is not sufficient to fund current operations, which we estimate to be
approximately $450,000 per month. We anticipate that any shortfall will be
covered by the additional exercise of the Series B Warrants held by the NLAG
Group or other investments by NLAG. If NLAG declines to make additional
investments, or should we be unable to secure additional financing, we could be
forced to immediately curtail much, if not all, of our current plans. Our
financial statements for the fiscal year ended July 31, 2002 contain an
explanatory paragraph as to our ability to continue as a going concern. This
qualification may impact our ability to obtain future financing

Future Commitments

Forward-Looking Statements

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The foregoing discussion, as well as the other sections of this Quarterly
Report on Form 10-Q, contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995 that reflect the Companys
current views with respect to future events and financial results.
Forward-looking statements usually include the verbs anticipates, believes,
estimates, expects, intends, plans, projects, understands and other
verbs suggesting uncertainty. The Company reminds shareholders that
forward-looking statements are merely predictions and therefore inherently
subject to uncertainties and other factors which could cause the actual results
to differ materially from the forward-looking statements. Potential factors
that could affect forward-looking statements include, among other things, the
Companys ability to identify, produce and complete projects that are
successful in the marketplace, to resolve litigation on acceptable terms, to
arrange financing, distribution and promotion for these projects on favorable
terms in various markets and to attract and retain qualified personnel.




PART II  OTHER INFORMATION




Item 1  Legal Proceedings

A former employee and consultant of the Company has asserted a
claim that his proposed severance compensation is inconsistent with Company
policy, and that he is owed in excess of $100,000. The Company has
asserted that it has no policy regarding severance, and believes that
the claim is meritless. If the matter is not resolved, the Company
intends to vigorously defend itself.




Item 6  Exhibits and Reports on Form 10-K




PART IV.




ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

(A) EXHIBITS (NUMBERED IN ACCORDANCE WITH ITEM 601 OF REGULATION S-K)

|      |  |                                                                                                                                                        
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1   |  | Companys Second Amended and Restated Articles of Incorporation (1)                                                                                    
|3.2   |  | Companys Amended and Restated Bylaws (1)                                                                                                              
|4.1   |  | NLAG Registration Rights Agreement, dated May 17, 2002, among the Company, the members of the NLAG Group,
and GTH Capital, Inc. (1)                    
|4.2   |  | Jimirro Registration Rights Agreement, dated May 17, 2002, between the Company and James P. Jimirro (1)                                                
|4.3   |  | Amended and Restated 1999 Stock Option, Deferred Stock and Restricted Stock Plan (2)                                                                   
|4.4   |  | Piggyback Registration Rights Agreement, dated September 3, 2002 (5)                                                                                   
|10.1  |  | First Amendment to Preferred Stock and Warrant Purchase Agreement, dated as of May 17, 2002 (1)                                                        
|10.2  |  | 2002 Employment Agreement Between J2 Communications and James P. Jimirro, dated May 17, 2002 (1)                                                       
|10.3  |  | Note Termination Agreement, dated May 17, 2002, between the Company and James P. Jimirro (1)                                                           
|10.4  |  | Security Agreement, dated May 17, 2002, between the Company and James P. Jimirro (1)                                                                   
|10.5  |  | Absolute Assignment, dated May 17, 2002, between the Company and James P. Jimirro (1)                                                                  
|10.6  |  | Termination of Stock Appreciation Rights Agreement, dated May 17, 2002, between the Company and James P.
Jimirro (1)                                   
|10.7  |  | Mutual Release, dated May 17, 2002, among the Company, James P. Jimirro and the members of the NLAG Group (1)                                          
|10.8  |  | Restated Indemnification Agreement, dated May 17, 2002, between the Company and James P. Jimirro (1)                                                   
|10.9  |  | 2002 Employment Agreement Between J2 Communications and Daniel S. Laikin, dated May 17, 2002 (1)                                                       
|10.10 |  | Non-Qualified Stock Option Agreement, dated May 17, 2002, between the Company and Daniel S. Laikin (1)                                                 
|10.11 |  | Indemnification Agreement, dated May 17, 2002, between the Company and Daniel S. Laikin. (2)                                                           
|10.12 |  | Letter, dated May 17, 2002, regarding Termination of Surviving Provisions of Letter Agreement, from the
Company to Daniel S. Laikin and Paul Skjodt (1)
|10.13 |  | Warrant Agreement, dated May 17, 2002, between the Company and GTH Capital, Inc (1)                                                                    
|10.14 |  | Voting Agreement, dated May 17, 2002, among each of the members of the NLAG Group and James P. Jimirro (1)                                             

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|      |  |                                                                                                                                                                                
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.15 |  | Promissory Notes issued May 17, 2002, by the Company to law firms (1)                                                                                                          
|10.16 |  | Form of Common Stock Warrant (including Schedule identifying material terms (1)                                                                                                
|10.17 |  | Agreement between Registrant and Harvard Lampoon, Inc. dated October 1, 1998 (3)                                                                                               
|10.18 |  | First Amendment to Office Lease between Registrant and Avco Center Corporation dated April 21, 2000 (4)                                                                        
|10.19 |  | Letter Agreement between Registrant and Batchelder & Partners, Inc., dated August 16, 2000 (4)                                                                                 
|10.20 |  | Amendment to Letter Agreement between Registrant and Batchelder & Partners, Inc. dated August 16, 2000 (4)                                                                     
|10.21 |  | Warrant Issued by Registrant to George Vandemann dated August 18, 2000 (4)                                                                                                     
|10.22 |  | Asset Purchase Agreement dated August 30, 2002 between National Lampoon Networks, Inc., Burly Bear Network,
Inc., Constellation Venture Capital, L.P. and J2 Communications (5)
|10.23 |  | Consulting Agreement with Zelnick Media and related Warrant Agreements (6)                                                                                                     
|10.24 |  | Advisory Agreement with SBI USA and related Warrant Agreement (6)                                                                                                              
|11    |  | Statement re: computation of Per Share Earnings                                                                                                                                
|12    |  | Statement re: computation of Ratios                                                                                                                                            
|27    |  | Financial Data Schedule (7)                                                                                                                                                    
|99.1  |  | [Certification pursuant to Section 906 of Sarbanes-Oxley]                                                                                                                      



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|(1) |  | Incorporated by reference to Form 8-K filed on May 31, 2002.                                                                              
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------
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|(2) |  | Incorporated by reference to Form S-8 filed on June 26, 2002.                                                                             
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|(3) |  | Incorporated by reference to Form 10-Q for the period ended October 31, 1998.                                                             
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|(4) |  | Incorporated by reference to Form 10-K for the fiscal year ended July 31, 1999.                                                           
|   
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|(5) |  | Incorporated by referenced to Form 8-K filed on September 9, 2002.                                                                        
|   
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|(6) |  | Filed herewith                                                                                                                            
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|(7) |  | Filed electronically herewith with the Securities and Exchange Commission, omitted in copies distributed to shareholders or other persons.

(b) Forms 8-K

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Registrants Current Report on Form 8-K filed on August 2, 2001.

Registrants Current Report on Form 8-KA filed on November 18, 2002.

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SIGNATURES

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.

|                     |  |                        |  |                                   
|-------------------- |  | ---------------------- |  | ----------------------------------
|Date: March 14, 2003 |  | NATIONAL LAMPOON, INC.
|                    
|                    
|                     |  | By:                    |  | /s/James Toll                     
|                     |  |                        |  |                                   
|                     |  |                        |  | James Toll
Chief Financial Officer

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