<PAGE>   1


                                  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, 2001      Commission File No. 0-15284



                                J2 COMMUNICATIONS
             (Exact name of registrant as specified in its charter)


         California                                           95-4053296
(State or other jurisdiction                              (I.R.S. Employer
       of incorporation)                                  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 9, 2001 the registrant had 1,358,682 shares of its common stock
outstanding.




<PAGE>   2




PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

                       J2 COMMUNICATIONS AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                AS OF             AS OF
                                                            JAN. 31, 2001     JUL. 31, 2000
                                                            -------------     -------------
                                                            (UNAUDITED)
<S>                                                          <C>               <C>
CURRENT ASSETS
     Cash and cash equivalents                               $   847,557       $ 1,883,750
     Accounts receivable                                               0             6,580
     Prepaid expenses and other current assets                    23,124            22,214
                                                             -----------       -----------
         Total current assets                                    870,681         1,912,544

NON-CURRENT ASSETS
     Fixed assets, net of accumulated depreciation                15,311            19,816
     Intangible assets, net of accumulated amortization        3,056,154         3,176,154
     Other assets                                                 11,938            10,758
                                                             -----------       -----------
         Total non-current assets                              3,083,403         3,206,728
                                                             -----------       -----------
TOTAL ASSETS                                                 $ 3,954,084       $ 5,119,272
                                                             ===========       ===========

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
     Accounts payable                                        $   327,767       $   291,567
     Accrued expenses                                            439,429           374,692
     Settlement payable                                          203,117           203,117
     Stock appreciation rights payable                           723,823           568,820
                                                             -----------       -----------
       TOTAL LIABILITIES                                       1,694,136         1,438,196
                                                             -----------       -----------

SHAREHOLDERS' EQUITY
     Preferred Stock, no par value, 2,000,000 shares
         authorized, no shares issued and outstanding                  0                 0
     Common Stock, no par value, 15,000,000 shares
         authorized, 1,354,015 and 1,337,046 shares
         issued, respectively                                  9,181,188         9,024,778
     Less: Note receivable on common stock                      (141,360)         (139,940)
     Less: Treasury stock, at cost, 1,166 shares                  (1,603)           (1,603)
     Deficit                                                  (6,778,277)       (5,202,159)
                                                             -----------       -----------
       TOTAL SHAREHOLDERS' EQUITY                              2,259,948         3,681,076
                                                             -----------       -----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                   $ 3,954,084       $ 5,119,272
                                                             ===========       ===========
</TABLE>

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




                                       2
<PAGE>   3


                       J2 COMMUNICATIONS AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                            THREE MONTHS                         SIX MONTHS
                                                           ENDED JAN. 31,                       ENDED JAN. 31,
                                                    -----------------------------       -----------------------------
                                                       2001              2000               2001             2000
                                                    -----------       -----------       -----------       -----------
<S>                                                 <C>               <C>               <C>               <C>
REVENUE
   Trademark                                        $    15,456       $   221,893       $   147,929       $   539,307
   Video                                                  2,821             2,748            11,394             7,256
   Internet                                               4,794                 0             4,823                 0
                                                    -----------       -----------       -----------       -----------
     Total revenue                                       23,071           224,641           164,146           546,563

COSTS AND EXPENSES
   Costs related to trademark revenue                       401             7,048            11,699            11,676
   Costs related to video revenue                           120               927             2,935             1,805
   Costs related to internet revenue                      7,883            85,950            19,373           192,692
   Amortization of intangible assets                     60,000            60,000           120,000           120,000
   Selling, general & administrative expenses           476,052           346,653         1,366,130           568,340
   Stock appreciation rights (benefit)/expense         (177,086)         (605,220)          260,422          (583,345)
                                                    -----------       -----------       -----------       -----------
     Total costs and expenses                           367,370          (104,642)        1,780,559           311,168
                                                    -----------       -----------       -----------       -----------
     OPERATING (LOSS)/INCOME                           (344,299)          329,283        (1,616,413)          235,395

OTHER INCOME/(EXPENSE)
   Interest income                                       17,712            18,808            41,895            37,808
   Minority interest in income of
      consolidated subsidiary                                 0            (2,701)                0           (84,575)
                                                    -----------       -----------       -----------       -----------
     Total other income/(expense)                        17,712            16,107            41,895           (46,767)
                                                    -----------       -----------       -----------       -----------
     (LOSS)/INCOME BEFORE INCOME TAXES                 (326,587)          345,390        (1,574,518)          188,628

  Provision for state income taxes                        1,600             1,500             1,600             1,500
                                                    -----------       -----------       -----------       -----------
     NET (LOSS)/INCOME                              $  (328,187)      $   343,890       $(1,576,118)      $   187,128
                                                    ===========       ===========       ===========       ===========

  Net (loss)/income per share - basic               $     (0.24)      $      0.27       $     (1.17)      $      0.15
                                                    ===========       ===========       ===========       ===========
  Weighted average number of common
    shares - basic                                    1,353,102         1,281,965         1,351,346         1,258,067
                                                    ===========       ===========       ===========       ===========

  Net (loss)/income per share - diluted             $     (0.24)      $      0.25       $     (1.17)      $      0.14
                                                    ===========       ===========       ===========       ===========
  Weighted average number of common and
    common equivalent shares - diluted                1,353,102         1,364,841         1,351,346         1,375,144
                                                    ===========       ===========       ===========       ===========
</TABLE>

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




                                       3
<PAGE>   4


                       J2 COMMUNICATIONS AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                         FOR THE SIX MONTHS
                                                                          ENDED JANUARY 31,
                                                                    -----------------------------
                                                                        2001              2000
                                                                    -----------       -----------
<S>                                                                 <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net (loss)/income                                                $(1,576,118)      $   187,128
   Adjustments to reconcile net loss/(income)
     to net cash used in operating activities:
        Depreciation and amortization                                   126,860           124,537
        Stock appreciation rights expense/(benefit)                     260,422          (583,345)
        Minority interest in income of consolidated subsidiary                0            84,575
        Stock issued for services                                       149,144                 0
        Other                                                            (1,420)           (2,880)
   Changes in assets and liabilities:
        Decrease in accounts receivable                                   6,580             8,643
        Decrease in inventory                                                 0             9,642
        (Increase)/decrease in prepaid expenses and
            other current assets                                           (910)            5,097
        Increase in other assets                                         (1,180)          (34,436)
        Increase in accounts payable                                     36,200            41,371
        Increase/(decrease) in accrued expenses                          64,737           (84,606)
        Decrease in income taxes payable                                      0           (25,378)
                                                                    -----------       -----------
   NET CASH AND CASH EQUIVALENTS
     USED IN OPERATING ACTIVITIES                                      (935,685)         (269,652)
                                                                    -----------       -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of fixed assets                                              (2,355)           (7,439)
                                                                    -----------       -----------
   NET CASH AND CASH EQUIVALENTS
     USED IN INVESTING ACTIVITIES                                        (2,355)           (7,439)
                                                                    -----------       -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Exercise of stock options                                              7,266           167,536
   Cash paid on exercise of stock appreciation rights                  (105,419)                0
                                                                    -----------       -----------
   NET CASH AND CASH EQUIVALENTS (USED IN)/
     PROVIDED BY FINANCING ACTIVITIES                                   (98,153)          167,536
                                                                    -----------       -----------
NET DECREASE IN CASH AND
  AND CASH EQUIVALENTS                                               (1,036,193)         (109,555)

CASH AND CASH EQUIVALENTS
  AT BEGINNING OF PERIOD                                              1,883,750         1,857,941
                                                                    -----------       -----------
CASH AND CASH EQUIVALENTS
  AT END OF PERIOD                                                  $   847,557       $ 1,748,386
                                                                    ===========       ===========
</TABLE>

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




                                       4
<PAGE>   5


                       J2 COMMUNICATIONS 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
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, 2000 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, 2001, and the results of operations and cash flows
for the three and six month periods ended January 31, 2001 and 2000 have been
included.

The results of operations for the three and six month periods ended January 31,
2001 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, 2000.

Certain amounts for the three and six month periods ended January 31, 2000 have
been reclassified to conform to the presentation of the January 31, 2001
amounts.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in ITEM 2 - LIQUIDITY AND CAPITAL
RESOURCES, the Company's management believes that its existing cash resources
will be sufficient to fund its current operations at least through July 31,
2001. If the transactions discussed in ITEM 2 - RECENT DEVELOPMENTS are not
consummated the Company will need to immediately obtain third party financing to
continue its operations. There can be no assurance that the Company will be able
to obtain such financing on reasonable terms or at all. In the event the
transactions discussed in ITEM 2 - RECENT DEVELOPMENTS are consummated, the
Company's new management will need to evaluate the Company's liquidity and
capital resources in relation to their intended plans for the Company. The
accompanying financial statements do not include any adjustments relating to the
recoverability and classification of asset carrying amounts or the amount and
classification of liabilities that might result should the Company be unable to
continue as a going concern.

The report by Arthur Andersen LLP on our financial statements for the fiscal
year ended July 31, 2000 contains an explanatory paragraph indicating that the
resolution of the contingencies discussed in ITEM 2 - RECENT DEVELOPMENTS could
trigger substantial contingent payments due an officer of the Company which
raises substantial doubt about the ability of the Company to continue as a going
concern. This going concern qualification may adversely affect the Company's
perception by prospective customers and suppliers.




                                       5
<PAGE>   6


                       J2 COMMUNICATIONS AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE B - 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. The following table shows the weighted average number of common and
common equivalent shares used in the calculation of basic and fully diluted
earnings per share:

<TABLE>
<CAPTION>
                                                                   FOR THE THREE MONTHS ENDED
                                                                JAN. 31, 2001       JAN. 31, 2000
                                                                -------------       -------------
<S>                                                             <C>                 <C>
Weighted average number of common shares outstanding              1,353,102           1,281,965

Weighted average number of common shares assuming
   exercise of dilutive stock options                                     0              82,876
                                                                  ---------           ---------
Fully diluted weighted average number of common shares            1,353,102           1,364,841
                                                                  =========           =========


                                                                    FOR THE SIX MONTHS ENDED
                                                                JAN. 31, 2001       JAN. 31, 2000
                                                                -------------       -------------
<S>                                                             <C>                 <C>
Weighted average number of common shares outstanding              1,351,346           1,258,067

Weighted average number of common shares assuming
   exercise of dilutive stock options                                     0             117,077
                                                                  ---------           ---------
Fully diluted weighted average number of common shares            1,351,346           1,375,144
                                                                  =========           =========
</TABLE>

Options to purchase 114,000 and 127,667 common shares are not included in the
calculation of diluted earnings per share for the three and six month periods
ended January 31, 2001, respectively, because they are anti-dilutive.

NOTE C - 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, 2001 and 2000 concerning the Company's
segments is as follows:




                                       6
<PAGE>   7


                       J2 COMMUNICATIONS AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE C - SEGMENT INFORMATION (CONTINUED)

<TABLE>
<CAPTION>
                                          Trademark        Internet         Video          Total
                                          ---------       ---------       ---------      ---------
<S>                                       <C>             <C>             <C>            <C>
Three Months Ended January 31, 2001
     Segment revenue                      $  15,000       $   5,000       $   3,000      $  23,000
     Segment operating income/(loss)       (110,000)       (210,000)          3,000       (317,000)

Three Months Ended January 31, 2000
     Segment revenue                      $ 222,000       $       0       $   3,000      $ 225,000
     Segment operating income                67,000        (288,000)          2,000       (219,000)

Six Months Ended January 31, 2001
     Segment revenue                      $ 148,000       $   5,000       $  11,000      $ 164,000
     Segment operating income/(loss)       (107,000)       (429,000)          8,000       (528,000)

Six Months Ended January 31, 2000
     Segment revenue                      $ 539,000       $       0       $   7,000      $ 546,000
     Segment operating income/(loss)        205,000        (522,000)          5,000       (312,000)
</TABLE>

A reconciliation of segment operating loss to net income before income taxes for
the three and six month periods ended January 31, 2001 and 2000 is as follows:

<TABLE>
<CAPTION>
                                                  FOR THE THREE MONTHS ENDED
                                                JAN. 31, 2001   JAN. 31, 2000
                                                -------------   -------------
<S>                                             <C>             <C>
Total segment operating loss                      $(317,000)      $(219,000)
Amortization of intangible assets                    60,000          60,000
Stock appreciation rights benefit                  (177,000)       (605,000)
Interest income                                     (18,000)        (19,000)
Corporate expenses incurred related to
    Recent Developments                             145,000               0
                                                  ---------       ---------
Net (loss)/income before income taxes             $(327,000)      $ 345,000
                                                  =========       =========
</TABLE>

<TABLE>
<CAPTION>
                                                   FOR THE SIX MONTHS ENDED
                                                JAN. 31, 2001     JAN. 31, 2000
                                                -------------     -------------
<S>                                             <C>               <C>
Total segment operating loss                     $  (528,000)      $  (312,000)
Amortization of intangible assets                    120,000           120,000
Stock appreciation rights expense/(benefit)          260,000          (583,000)
Interest income                                      (42,000)          (38,000)
Corporate expenses incurred related to
     Recent Developments                             709,000                 0
                                                 -----------       -----------
Net (loss)/income before income taxes            $(1,575,000)      $   189,000
                                                 ===========       ===========
</TABLE>




                                       7
<PAGE>   8


                       J2 COMMUNICATIONS AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE D - SUBSEQUENT EVENTS

On March 5, 2001, the Company, James P. Jimirro, the Company's Chairman and
Chief Executive Officer, and Daniel Laikin and Paul Skjodt entered into an
agreement (the "Letter Agreement") pursuant to which Mr. Laikin and Mr. Skjodt
and/or their associates and affiliates (the "Laikin Skjodt Group") will purchase
all of the interests of Mr. Jimirro in the Company (including common stock at
$15.00 per share, vested stock options and common stock issuable upon exercise
of Mr. Jimirro's stock appreciation rights) for aggregate consideration of
approximately $4.6 million and, in accordance with Mr. Jimirro's employment
agreement, the Company will pay Mr. Jimirro $2.5 million of deferred
compensation due upon a change in control of the Company ("Deferred
Compensation"). The Laikin Skjodt Group will purchase 227,273 shares of the
Company's common stock from the Company for a purchase price of between
approximately $5.21 and $9.90 per share, based on a formula, to partially fund
the Company's Deferred Compensation obligation to Mr. Jimirro. The Laikin Skjodt
Group may also acquire, at their option, up to an additional 300,000 shares of
the Company's common stock directly from the Company at a purchase price of
$11.00 per share.

In addition, at the closing of the transactions, Mr. Jimirro will resign his
officer and director positions with the Company and enter into a long-term
consulting and non-compete agreement with the Company providing for aggregate
payments to Mr. Jimirro over time of approximately $3.8 million plus fringe
benefits expected to cost approximately $360,000. At the closing of the
transactions, Mr. Jimirro will also receive options to purchase up to 250,000
shares of the Company's common stock vesting over four years at a price equal to
the average market price of such common stock during the five days immediately
preceding the closing date of the transactions. The Company's obligations under
the consulting and non-compete agreement will be secured by a lien on its
assets.

If the transactions are consummated, the Company will be required to record an
expense related to the transfer of options from Mr. Jimirro to the Laikin Skjodt
Group and the difference between the purchase price and the fair market value of
the common stock and stock options sold by Mr. Jimirro. The exact amount of this
charge cannot be determined until consummation of the transactions and is
dependent upon the market price of the Company's common stock on the closing
date. If the market price for the Company's common stock on the closing date of
the transactions is between $10.00 and $15.00, this charge is estimated to be
between $2.0 million and $400,000, respectively. The Company also estimates that
it will record expenses on closing of the transactions related to Mr. Jimirro's
Deferred Compensation and the consulting and non-compete agreement in the
aggregate amount of approximately $6.2 million.

The Letter Agreement also provides for a tender offer by Messrs. Laikin and
Skjodt for all the remaining outstanding shares of the Company's common stock at
a price of $15.00 per share no later than the first anniversary of the closing
of the transactions if the Company's common stock does not trade at or above
$15.00 per share for any twenty (20) days during any period of thirty (30)
consecutive trading days during the 365 days following the consummation of the
transactions.




                                       8
<PAGE>   9


                       J2 COMMUNICATIONS AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE D - SUBSEQUENT EVENTS (CONTINUED)

Completion of the transaction, which has been approved by the Company's board of
directors, is subject to due diligence and financing contingencies, shareholder
approval and customary closing conditions and regulatory approvals. The
transaction is expected to close in the second calendar quarter of 2001. Messrs.
Jimirro, Laikin and Skjodt, collectively holders of over 39% of the Company's
outstanding common stock have agreed to vote in favor of the transaction if it
is submitted to the Company's shareholders.




                                       9
<PAGE>   10


ITEM 2   - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND
           RESULTS OF OPERATIONS

RECENT DEVELOPMENTS

         In August 2000, the Company received a notice from Daniel Laikin, a
Director and member of a group purporting to own approximately 22.7% of the
Company's outstanding common stock seeking, among other things, a special
meeting of the Company's shareholders. At this meeting, Mr. Laikin intended to
nominate a slate of six directors with a view to replacing all of the Company's
existing directors.

         Subsequent to this request, the Company has met on several occasions
with Mr. Laikin and his representatives. On March 5, 2001, the Company, James P.
Jimirro, the Company's Chairman and Chief Executive Officer, and Daniel Laikin
and Paul Skjodt entered into an agreement (the "Letter Agreement") pursuant to
which Mr. Laikin and Mr. Skjodt and/or their associates and affiliates (the
"Laikin Skjodt Group") will purchase all of the interests of Mr. Jimirro in the
Company (including common stock at $15.00 per share, vested stock options and
common stock issuable upon exercise of Mr. Jimirro's stock appreciation rights)
for aggregate consideration of approximately $4.6 million and, in accordance
with Mr. Jimirro's employment agreement, the Company will pay Mr. Jimirro $2.5
million of deferred compensation due upon a change in control of the Company
("Deferred Compensation"). The Laikin Skjodt Group will purchase 227,273 shares
of the Company's common stock from the Company for a purchase price of between
approximately $5.21 and $9.90 per share, based on a formula, to partially fund
the Company's Deferred Compensation obligation to Mr. Jimirro. The Laikin Skjodt
Group may also acquire, at their option, up to an additional 300,000 shares of
the Company's common stock directly from the Company at a purchase price of
$11.00 per share.

         In addition, at the closing of the transactions, Mr. Jimirro will
resign his officer and director positions with the Company and enter into a
long-term consulting and non-compete agreement with the Company providing for
aggregate payments to Mr. Jimirro over time of approximately $3.8 million plus
fringe benefits expected to cost approximately $360,000. At the closing of the
transactions, Mr. Jimirro will also receive options to purchase up to 250,000
shares of the Company's common stock vesting over four years at a price equal to
the average market price of such common stock during the five days immediately
preceding the closing date of the transactions. The Company's obligations under
the consulting and non-compete agreement will be secured by a lien on its
assets.

         Messrs. Laikin and Skjodt have agreed to a standstill agreement
effective during the period prior to the closing of the transactions, which in
general precludes them from purchasing or selling the Company's securities or
exerting influence over the Company's governance, by solicitation of proxies or
otherwise, and have agreed to the same standstill agreement in the event that
the closing does not occur. However, the Company has consented to a waiver of
the standstill commitment in order to allow Messrs. Laikin and Skjodt to
purchase up to 67,700 shares of the Company's common stock on the open market.

         The Letter Agreement also provides for a tender offer by Messrs. Laikin
and Skjodt for all the remaining outstanding shares of the Company's common
stock at a price of $15.00 per share no later than the first anniversary of the
closing of the transactions if the Company's common stock does not trade at or
above $15.00 per share for any twenty (20) days during any period of thirty (30)
consecutive trading days during the 365 days following the consummation of the
transactions.




                                       10
<PAGE>   11


         The Letter Agreement resolves the proxy solicitation commenced by Mr.
Laikin in August 2000.

         Completion of the transaction, which has been approved by the Company's
board of directors, is subject to due diligence and financing contingencies,
shareholder approval and customary closing conditions and regulatory approvals.
The transaction is expected to close in the second calendar quarter of 2001.
Messrs. Jimirro, Laikin and Skjodt, collectively holders of over 39% of the
Company's outstanding common stock have agreed to vote in favor of the
transaction if it is submitted to the Company's shareholders.

RESULTS OF OPERATIONS

THE THREE MONTHS ENDED JANUARY 31, 2001 VS. THE THREE MONTHS ENDED JANUARY 31,
2000

         For the three months ended January 31, 2001 trademark revenues were
approximately $15,000 as compared to approximately $222,000 for the quarter
ended January 31, 2000. The decrease in trademark revenues of approximately 93%
resulted primarily from decreased revenue from the film "National Lampoon's
Loaded Weapon."

         Costs related to trademark revenue during the quarter ended January 31,
2001 decreased by approximately $7,000 primarily due to the significant decrease
in revenues during the quarter ended January 31, 2001 versus the quarter ended
January 31, 2000. Costs related to internet operations (excluding selling,
general and administrative expenses related to internet operations) decreased to
approximately $8,000 during the quarter ended January 31, 2001. These costs
include website development and maintenance, content creation and third party
hosting of the website. Costs related to internet operations during the same
period last year were approximately $86,000 reflecting various start-up costs
associated with the launch of the Company's website in October 1999.
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, 2001 and 2000.

         Selling, general and administrative costs increased to approximately
$476,000 during the quarter ended January 31, 2001 versus approximately $347,000
during the same period last year. This increase of approximately $129,000
resulted primarily from expenses incurred by the Company relating to Mr.
Laikin's notice and subsequent discussions as discussed in "Recent
Developments."

         During the quarter ended January 31, 2001, the Company recorded a
benefit of approximately $177,000 related to stock appreciation rights ("SARs")
granted to the Company's chief executive officer. This benefit resulted from a
decrease in the Company's stock price during the quarter that decreased the
amount payable by the Company to the chief executive officer upon the exercise
of any of the outstanding SARs. During the quarter ended January 31, 2000, the
Company recorded a benefit of approximately $605,000 related to such SARs.

         Interest income during the quarter ended January 31, 2001 decreased to
approximately $18,000 versus approximately $19,000 during the quarter ended
January 31, 2000. This decrease resulted from a decrease in cash and cash
equivalents held during the quarter versus the same period last year.

         For the three months ended January 31, 2001, the Company had a net loss
of approximately $328,000, or $0.24 per share, versus net income of
approximately $344,000, or $0.27 per share, for the three months ended January
31, 2000. This decrease in net income resulted primarily from (i) the decrease
in revenues of approximately $202,000, (ii) the decreased benefit recorded by
the Company relating to outstanding SARs and (iii) the expenses




                                       11
<PAGE>   12


incurred by the Company relating to Mr. Laikin's notice and subsequent
discussions as discussed in "Recent Developments." During the quarters ended
January 31, 2001 and 2000, the Company had no significant provision for income
taxes due to the utilization of deferred tax valuation allowances.

THE SIX MONTHS ENDED JANUARY 31, 2001 VS. THE SIX MONTHS ENDED JANUARY 31, 2000

         For the six months ended January 31, 2001 trademark revenues were
approximately $148,000 as compared to approximately $539,000 for the quarter
ended January 31, 2001. The decrease in trademark revenues of approximately 73%
resulted primarily from decreased revenue from the films "National Lampoon's
Animal House" and "National Lampoon's Loaded Weapon."

         Costs related to internet operations (excluding selling, general and
administrative expenses related to internet operations) decreased to
approximately $19,000 during the six months ended January 31, 2001. These costs
include website development and maintenance, content creation and third party
hosting of the website. Costs related to internet operations during the same
period last year were approximately $193,000 reflecting various start-up costs
associated with the launch of the Company's website in October 1999.
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, 2001 and 2000.

         Selling, general and administrative costs increased to approximately
$1,366,000 during the six months ended January 31, 2001 versus approximately
$568,000 during the same period last year. This increase resulted primarily from
expenses incurred by the Company of approximately $709,000 to retain various
legal and financial advisers in connection with Mr. Laikin's notice and
subsequent discussions as discussed in "Recent Developments."

         During the six months ended January 31, 2001, the Company recorded an
expense of approximately $260,000 related to stock appreciation rights ("SARs")
granted to the Company's chief executive officer. This expense resulted from an
increase in the Company's stock price during the six months ended January 31,
2001 that increased the amount payable by the Company to the chief executive
officer upon the exercise of any of the outstanding SARs. During the six months
ended January 31, 2000, the Company recorded a benefit of approximately $583,000
related to such SARs due to a decrease in the Company's stock price as compared
to the prior year.

         Interest income during the six months ended January 31, 2001 increased
slightly to approximately $42,000 versus approximately $38,000 during the six
months ended January 31, 2000. This increase resulted from an increase in cash
and cash equivalents held during the six months ended January 31, 2001 versus
the same period last year.

         For the six months ended January 31, 2001, the Company had a net loss
of approximately $1,576,000, or $1.17 per share, versus net income of
approximately $187,000, or $0.15 per share, for the six months ended January 31,
2000. This decrease in net income resulted primarily from (i) a decrease in
revenues of approximately $382,000, (ii) the expense recorded by the Company
during the six months ended January 31, 2001 relating to outstanding SARs versus
a benefit recorded during the same period last year and (iii) the expenses
incurred by the Company in response to Mr. Laikin's notice and subsequent
negotiations as discussed in "Recent Developments." During the six month periods
ended January 31, 2001 and 2000, the Company had no significant provision for
income taxes due to the utilization of deferred tax valuation allowances.

LIQUIDITY AND CAPITAL RESOURCES




                                       12
<PAGE>   13


         The Company's principal sources of working capital during the six
months ended January 31, 2001 were trademark and related income and cash
reserves. The Company's management believes that its existing cash resources
will be sufficient to fund its current operations at least through July 31,
2001. If the transactions discussed in Recent Developments are not consummated
the Company will need to immediately obtain third-party financing to continue
its operations. There can be no assurance that the Company will be able to
obtain such financing on reasonable terms or at all.

         In the event the transactions discussed in Recent Developments are
consummated, the Company's new management will need to evaluate the Company's
liquidity and capital resources in relation to their intended plans for the
Company. Substantially all of the proceeds from the sale of the 227,273 common
shares which the Laikin Skjodt Group are obligated to purchase if the
transactions discussed in Recent Developments are consummated will be used to
satisfy the Deferred Compensation due to Mr. Jimirro. However, the Letter
Agreement does allow the Laikin Skjodt Group, at the closing, to purchase up to
an additional 300,000 common shares directly from the Company at a purchase
price of $11.00 per share. If the Laikin Skjodt Group does not purchase these
shares, the Company will need to immediately obtain third party financing to
continue its operations. There can be no assurance that the Company will be able
to obtain such financing on reasonable terms or at all.

         For the six months ended January 31, 2001, the Company's net cash flow
used in its operating activities was approximately $1,041,000, a decrease of
approximately $771,000 versus approximately $270,000 of net cash flow used in
operating activities during the six months ended January 31, 2000. This decrease
results primarily from decreased trademark licensing income and increased
general and administrative expenses incurred during the six months ended January
31, 2001 including approximately $709,000 of expenses to retain various legal
and financial advisers in response to Mr. Laikin's notice and subsequent
negotiations as discussed in "Recent Developments." At January 31, 2001, the
Company had cash and cash equivalents of approximately $848,000 as compared to
approximately $1,884,000 at July 31, 2000.

FUTURE COMMITMENTS

         The Company does not currently have any material future commitments for
capital expenditures. However, in the event the transactions discussed in Recent
Developments are consummated, the Company will be required to make significant
payments to Mr. Jimirro and the intended plans for the Company of the Company's
new management may include material future commitments for capital expenditures.

FORWARD-LOOKING STATEMENTS

         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 arrange financing, distribution and promotion for these
projects on favorable terms in various markets and to attract and retain
qualified personnel.




                                       13
<PAGE>   14


PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

         None.

ITEM 5 - OTHER INFORMATION

CHANGE IN CONTROL

         In August 2000, the Company received a notice from Daniel Laikin, a
Director and member of a group purporting to own approximately 22.7% of the
Company's outstanding common stock seeking, among other things, a special
meeting of the Company's shareholders. At this meeting, Mr. Laikin intended to
nominate a slate of six directors with a view to replacing all of the Company's
existing directors.

         Subsequent to this request, the Company has met on several occasions
with Mr. Laikin and his representatives. On March 5, 2001, the Company, James P.
Jimirro, the Company's Chairman and Chief Executive Officer, and Daniel Laikin
and Paul Skjodt entered into an agreement (the "Letter Agreement") pursuant to
which Mr. Laikin and Mr. Skjodt and/or their associates and affiliates (the
"Laikin Skjodt Group") will purchase all of the interests of Mr. Jimirro in the
Company (including common stock at $15.00 per share, vested stock options and
common stock issuable upon exercise of Mr. Jimirro's stock appreciation rights)
for aggregate consideration of approximately $4.6 million and, in accordance
with Mr. Jimirro's employment agreement, the Company will pay Mr. Jimirro $2.5
million of deferred compensation due upon a change in control of the Company
("Deferred Compensation"). The Laikin Skjodt Group will purchase 227,273 shares
of the Company's common stock from the Company for a purchase price of between
approximately $5.21 and $9.90 per share, based on a formula, to partially fund
the Company's Deferred Compensation obligation to Mr. Jimirro. The Laikin Skjodt
Group may also acquire, at their option, up to an additional 300,000 shares of
the Company's common stock directly from the Company at a purchase price of
$11.00 per share.

         In addition, at the closing of the transactions, Mr. Jimirro will
resign his officer and director positions with the Company and enter into a
long-term consulting and non-compete agreement with the Company providing for
aggregate payments to Mr. Jimirro over time of approximately $3.8 million plus
fringe benefits expected to cost approximately $360,000. At the closing of the
transactions, Mr. Jimirro will also receive options to purchase up to 250,000
shares of the Company's common stock vesting over four years at a price equal to
the average market price of such common stock during the five days immediately
preceding the closing date of the transactions. The Company's obligations under
the consulting and non-compete agreement will be secured by a lien on its
assets.

         Messrs. Laikin and Skjodt have agreed to a standstill agreement
effective during the period prior to the closing of the transactions, which in
general precludes them from purchasing or selling the Company's securities or
exerting influence over the Company's governance, by solicitation of proxies or
otherwise, and have agreed to the same standstill agreement in the event that
the closing does not occur. However, the Company has consented to a waiver of
the standstill commitment in order to allow Messrs. Laikin and Skjodt to
purchase up to 67,700 shares of the Company's common stock on the open market.

         The Letter Agreement also provides for a tender offer by Messrs. Laikin
and Skjodt for all the remaining outstanding shares of the Company's common
stock at a price of $15.00 per




                                       14
<PAGE>   15


share no later than the first anniversary of the closing of the transactions if
the Company's common stock does not trade at or above $15.00 per share for any
twenty (20) days during any period of thirty (30) consecutive trading days
during the 365 days following the consummation of the transactions.

         Completion of the transaction, which has been approved by the Company's
board of directors, is subject to due diligence and financing contingencies,
shareholder approval and customary closing conditions and regulatory approvals.
The transaction is expected to close in the second calendar quarter of 2001.
Messrs. Jimirro, Laikin and Skjodt, collectively holders of over 39% of the
Company's outstanding common stock have agreed to vote in favor of the
transaction if it is submitted to the Company's shareholders.




                                       15
<PAGE>   16


ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

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

     3.1  Restated Articles of Incorporation of Registrant. (1)

     3.2  Certificate of Amendment of Restated Articles of Incorporation filed
          April 27, 1989. (2)

     3.3  Certificate of Amendment of Restated Articles of Incorporation filed
          July 14, 1993. (2)

     3.4  Certificate of Amendment of Restated Articles of Incorporation filed
          October 29, 1998. (3)

     3.5  Bylaws of Registrant. (1)

     3.6  Amendment to Bylaws of Registrant dated July 15, 1999. (4)

     3.7  Amendment to Bylaws of Registrant dated August 18, 2000. (5)

     10.1 Letter Agreement between Registrant, James P. Jimirro, and Daniel
          Laikin and Paul Skjodt dated March 5, 2001. (6)

     10.2 Letter of Consent from Registrant to Daniel Laikin and Paul Skjodt
          dated March 5, 2001. (6)

     ---------------
     (1)  Incorporated by reference to Form S-1 filed on July 28, 1986 as
          amended September 22, 1986 and October 2, 1986.
     (2)  Incorporated by reference to Form 10-K filed for the fiscal year ended
          July 31, 2000.
     (3)  Incorporated by reference to Form 10-K filed for the fiscal year ended
          July 31, 1998.
     (4)  Incorporated by reference to Form 8-K filed July 16, 1999.
     (5)  Incorporated by reference to Form 8-K filed August 22, 2000.
     (6)  Filed electronically with Securities and Exchange Commission, omitted
          in copies distributed to shareholders or other persons.

(b)  FORMS 8-K

     None.



                                       16
<PAGE>   17


                                   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 9, 2001                        J2 COMMUNICATIONS


                                            By: /s/Christopher M. Trunkey
                                                -------------------------
                                                Christopher M. Trunkey,
                                                Chief Financial Officer




                                       17