##### 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 April 30, 2003 Commission File No. 0-15284

NATIONAL LAMPOON, INC.

(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 o

As of June 13, 2003 the registrant had 1,510,690 shares of its common stock
outstanding.





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TABLE OF CONTENTS



|                                                                                   |                                                                                               |  |  |  |  |  |  | 
|---------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART I  FINANCIAL INFORMATION                                                    
|                                                                                   | Item 1  Financial Statements                                                                
|NATIONAL LAMPOON, INC. AND SUBSIDIARIES 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.                                                                          
|SIGNATURES                                                                        
|EXHIBIT 99.1                                                                      



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PART I  FINANCIAL INFORMATION




Item 1  Financial Statements

NATIONAL LAMPOON, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

|                                           |                                                                                                                    |                     |                            |                          |        |               |            |               |   |           |           | 
|------------------------------------------ | ------------------------------------------------------------------------------------------------------------------ | ------------------- | -------------------------- | ------------------------ | ------ | ------------- | ---------- | ------------- | - | --------- | --------- | 
|                                           |                                                                                                                    |                     |                            |                          |        | AS OF         |            | AS OF        
|                                           |                                                                                                                    |                     |                            |                          |        | APR. 30, 2003 |            | JUL. 31, 2002
|                                           |                                                                                                                    |                     |                            |                          |        |               |            |              
|                                           |                                                                                                                    |                     |                            |                          |        | (UNAUDITED)   |            |               |   |          
|CURRENT ASSETS                             |                                                                                                                    |                     |                            |                          |        |               |            |              
|                                           | Cash and cash equivalents                                                                                          |                     | $                          | 163,201                  |        |               | $          | 1,024,207     |  
|                                           |                                                                                                                    | Accounts receivable |                            |                          | 50,213 |               |            |               |  |          
|                                           | Prepaid expenses and other current assets                                                                          |                     |                            | 24,090                   |        |               |            | 17,323        |  
|                                           |                                                                                                                    |                     |                            |                          |        |               |            |              
|                                           |                                                                                                                    |                     |                            | Total current assets     |        |               | 237,504    |               |   |           | 1,041,530 | 
|NON-CURRENT ASSETS                         |                                                                                                                    |                     |                            |                          |        |               |            |              
|                                           | Capitalized production costs                                                                                       |                     |                            | 335,932                  |        |               |            |              |  
|                                           | Fixed assets, net of accumulated depreciation                                                                      |                     |                            | 49,212                   |        |               |            | 7,123         |  
|                                           | Intangible assets                                                                                                  |                     |                            | 6,505,732                |        |               |            | 5,964,732     |  
|                                           | Accumulated amortization of intangible assets                                                                      |                     |                            | (3,606,370               | )      |               |            | (3,268,578    | )
|                                           | Other assets                                                                                                       |                     |                            | 4,500                    |        |               |            |              |  
|                                           |                                                                                                                    |                     |                            |                          |        |               |            |              
|                                           |                                                                                                                    |                     |                            | Total non-current assets |        |               | 3,289,006  |               |   |           | 2,703,277 | 
|                                           |                                                                                                                    |                     |                            |                          |        |               |            |              
|TOTAL ASSETS                               |                                                                                                                    | $                   | 3,526,510                  |                          |        | $             | 3,744,807  |              
|                                           |                                                                                                                    |                     |                            |                          |        |               |            |              
|LIABILITIES AND SHAREHOLDERS EQUITY       |                                                                                                                    |                     |                            |                          |        |               |            |              
|CURRENT LIABILITIES                        |                                                                                                                    |                     |                            |                          |        |               |            |              
|                                           | Accounts payable                                                                                                   |                     | $                          | 183,655                  |        |               | $          | 310,951       |  
|                                           | Accrued expenses                                                                                                   |                     |                            | 403,349                  |        |               |            | 490,244       |  
|                                           | Notes payable, including related parties of $576,053                                                               |                     |                            | 991,053                  |        |               |            | 415,000       |  
|                                           | Deferred income                                                                                                    |                     |                            | 100,000                  |        |               |            |              |  
|                                           |                                                                                                                    |                     |                            |                          |        |               |            |              
|                                           |                                                                                                                    |                     | TOTAL LIABILITIES          |                          |        | 1,678,057     |            |               |   | 1,216,195 |          
|                                           |                                                                                                                    |                     |                            |                          |        |               |            |              
|MINORITY INTEREST                          |                                                                                                                    |                     |                           |                          |        |               |           |              
|SHAREHOLDERS EQUITY                       |                                                                                                                    |                     |                            |                          |        |               |            |              
|                                           | Preferred Stock Series B, par value $.0001, 68,406
shares authorized, 63,607 and 40,244 shares issued
respectively |                     |                            | 4,921,618                |        |               |            | 2,585,318     |  
|                                           | Common Stock, no par value, 15,000,000 shares
authorized, 1,501,190 and 1,385,483 shares
issued, respectively      |                     |                            | 12,087,254               |        |               |            | 9,986,762     |  
|                                           | Less: Note receivable on common stock                                                                              |                     |                            | (155,780                 | )      |               |            | (151,460      | )
|                                           |                                                                                                                    |                     |                            | deferred compensation    |        |               | (1,067,301 | )             |   |           |          | 
|                                           | Accumulated deficit                                                                                                |                     |                            | (13,937,338              | )      |               |            | (9,892,008    | )
|                                           |                                                                                                                    |                     |                            |                          |        |               |            |              
|                                           |                                                                                                                    |                     | TOTAL SHAREHOLDERS EQUITY |                          |        | 1,848,453     |            |               |   | 2,528,612 |          
|                                           |                                                                                                                    |                     |                            |                          |        |               |            |              
|TOTAL LIABILITIES AND SHAREHOLDERS EQUITY |                                                                                                                    | $                   | 3,526,510                  |                          |        | $             | 3,744,807  |              
|                                           |                                                                                                                    |                     |                            |                          |        |               |            |              

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

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NATIONAL LAMPOON, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

|                                                     |                                                              |                                                |                          |           |                |             |                |           |         |           |            |           |           |             |         |           |           |          |  
|---------------------------------------------------- | ------------------------------------------------------------ | ---------------------------------------------- | ------------------------ | --------- | -------------- | ----------- | -------------- | --------- | ------- | --------- | ---------- | --------- | --------- | ----------- | ------- | --------- | --------- | -------- | -
|                                                     |                                                              |                                                |                          |           | THREE MONTHS   |             | NINE MONTHS   
|                                                     |                                                              |                                                |                          |           | ENDED APR. 30, |             | ENDED APR. 30,
|                                                     |                                                              |                                                |                          |           |                |             |               
|                                                     |                                                              |                                                |                          |           | 2003           |             | 2002           |           | 2003    |           | 2002      
|                                                     |                                                              |                                                |                          |           |                |             |                |           |         |           |           
|REVENUE                                              |                                                              |                                                |                          |           |                |             |                |           |         |           |            |           |           |             |         |          
|                                                     |                                                              | Trademark                                      |                          | $         | 267,771        |             |                | $         | 426,068 |           |            | $         | 455,436   |             |         | $         | 796,516   |         
|                                                     |                                                              | Consumer products                              |                          |           | 5,080          |             |                |           | 17,379  |           |            |           | 9,932     |             |         |           | 22,453    |         
|                                                     |                                                              | Advertising and promotion                      |                          |           | 72,063         |             |                |           |        |           |            |           | 82,063    |             |         |           |          |         
|                                                     |                                                              |                                                |                          |           |                |             |                |           |         |           |            |           |           |             |         |          
|                                                     |                                                              |                                                | Total revenue            |           |                | 344,914     |                |           |         | 443,447   |            |           |           | 547,431     |         |           |           | 818,969  |  
|                                                     |                                                              |                                                |                          |           |                |             |                |           |         |           |            |           |           |             |         |          
|COSTS AND EXPENSES                                   |                                                              |                                                |                          |           |                |             |                |           |         |           |            |           |           |             |         |          
|                                                     |                                                              | Costs related to trademark revenue             |                          |           | 68,032         |             |                |           | 53,703  |           |            |           | 75,743    |             |         |           | 64,593    |         
|                                                     |                                                              | Costs related to consumer products revenue     |                          |           | 3,151          |             |                |           | 6,697   |           |            |           | 27,562    |             |         |           | 21,233    |         
|                                                     |                                                              | Television promotion and distribution costs    |                          |           | 113,491        |             |                |           |        |           |            |           | 469,731   |             |         |           |          |         
|                                                     |                                                              | Amortization of intangible assets              |                          |           | 127,625        |             |                |           | 60,000  |           |            |           | 337,792   |             |         |           | 180,000   |         
|                                                     |                                                              | Selling, general & administrative expenses     |                          |           | 1,079,697      |             |                |           | 426,583 |           |            |           | 2,996,950 |             |         |           | 1,348,821 |         
|                                                     |                                                              | Stock, warrants, & options issued for services |                          |           | 112,884        |             |                |           |        |           |            |           | 819,366   |             |         |           |          |         
|                                                     |                                                              | Stock appreciation rights expense/(benefit)    |                          |           |               |             |                |           |        |           |            |           |          |             |         |           | (843,096  | )       
|                                                     |                                                              | Conversion of SARs to stock options           |                          |           |               |             |                |           |        |           |            |           |          |             |         |           | 140,894   |         
|                                                     |                                                              |                                                |                          |           |                |             |                |           |         |           |            |           |           |             |         |          
|                                                     |                                                              |                                                | Total costs and expenses |           |                | 1,504,880   |                |           |         | 546,983   |            |           |           | 4,727,144   |         |           |           | 912,445  |  
|                                                     |                                                              |                                                |                          |           |                |             |                |           |         |           |            |           |           |             |         |          
|                                                     |                                                              |                                                | OPERATING LOSS           |           |                | (1,159,966  | )              |           |         | (103,536  | )          |           |           | (4,179,713  | )       |           |           | (93,476  | )
|OTHER INCOME                                         |                                                              |                                                |                          |           |                |             |                |           |         |           |            |           |           |             |         |          
|                                                     |                                                              | Interest income                                |                          |           | 1,446          |             |                |           | 2,610   |           |            |           | 5,594     |             |         |           | 8,974     |         
|                                                     |                                                              | Other income                                   |                          |           |               |             |                |           |        |           |            |           | 32,214    |             |         |           |          |         
|                                                     |                                                              |                                                |                          |           |                |             |                |           |         |           |            |           |           |             |         |          
|                                                     |                                                              |                                                | Total other income       |           |                | 1,446       |                |           |         | 2,610     |            |           |           | 37,808      |         |           |           | 8,974    |  
|                                                     |                                                              |                                                |                          |           |                |             |                |           |         |           |            |           |           |             |         |          
|LOSS BEFORE MINORITY INTEREST AND
AND INCOME TAXES   |                                                              |                                                | (1,158,520               | )         |                |             | (100,926       | )         |         |           | (4,141,905 | )         |           |             | (84,502 | )        
|Minority interest in loss of consolidated subsidiary |                                                              |                                                |                         |           |                |             |               |           |         |           | 99,000     |           |           |             |        |          
|                                                     | Provision for state income taxes                             |                                                |                          | 800       |                |             |                | 800       |         |           |            | 2,424     |           |             |         | 1,600     |          
|                                                     |                                                              |                                                |                          |           |                |             |                |           |         |           |            |           |           |             |         |          
|                                                     |                                                              |                                                | NET LOSS                 |           |                | ($1,159,320 | )              |           |         | ($101,726 | )          |           |           | ($4,045,329 | )       |           |           | ($86,102 | )
|                                                     |                                                              |                                                |                          |           |                |             |                |           |         |           |            |           |           |             |         |          
|                                                     | Net loss per share  basic and diluted                       |                                                |                          | ($0.77    | )              |             |                | ($0.07    | )       |           |            | ($2.76    | )         |             |         | ($0.06    | )        
|                                                     |                                                              |                                                |                          |           |                |             |                |           |         |           |            |           |           |             |         |          
|                                                     | Weighted average number of common
Shares  basic and diluted |                                                |                          | 1,501,190 |                |             |                | 1,381,085 |         |           |            | 1,463,419 |           |             |         | 1,379,654 |          
|                                                     |                                                              |                                                |                          |           |                |             |                |           |         |           |            |           |           |             |         |          

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 NINE MONTHS
|                                                                        |                                                                                 |                                                          |                              |             | ENDED APR. 30,     
|                                                                        |                                                                                 |                                                          |                              |             |                    
|                                                                        |                                                                                 |                                                          |                              |             | 2003                |         | 2002   
|                                                                        |                                                                                 |                                                          |                              |             |                     |         |        
|CASH FLOWS FROM OPERATING ACTIVITIES:                                   |                                                                                 |                                                          |                              |             |                     |         |         |         
|                                                                        | Net loss                                                                        |                                                          |                              | ($4,045,329 | )                   |         |         | ($86,102 | )       
|                                                                        | Adjustments to reconcile net loss to net
cash provided by operating activities: |                                                          |                              |             |                     |         |         |          |         
|                                                                        |                                                                                 | Depreciation and amortization                            |                              |             | 441,264             |         |         |          | 188,451  |         
|                                                                        |                                                                                 | Stock appreciation rights expense/(benefit)              |                              |             |                    |         |         |          | (843,096 | )       
|                                                                        |                                                                                 | Conversion of stock appreciation rights to stock options |                              |             |                    |         |         |          | 140,894  |         
|                                                                        |                                                                                 | Stock, options and warrants issued for services          |                              |             | 819,366             |         |         |          | 146,000  |         
|                                                                        |                                                                                 |                                                          | Minority interest            |             |                     | (99,000 | )       |          |          |         |  
|                                                                        |                                                                                 | Other                                                    |                              |             | (4,320              | )       |         |          | (4,320   | )       
|                                                                        | Changes in assets and liabilities:                                              |                                                          |                              |             |                     |         |         |          |         
|                                                                        |                                                                                 | Increase in accounts receivable                          |                              |             | (50,213             | )       |         |          |         |         
|                                                                        |                                                                                 | (Increase)/decrease in other current assets              |                              |             | (6,767              | )       |         |          | 1,558    |         
|                                                                        |                                                                                 |                                                          | (Increase) in deferred costs |             |                     |        |         |          |          | (482,543 | )
|                                                                        |                                                                                 | (Increase) in other assets                               |                              |             | (4,500              | )       |         |          |         |         
|                                                                        |                                                                                 | (Decrease) in accounts payable                           |                              |             | (127,295            | )       |         |          | 606,184  |         
|                                                                        |                                                                                 | (Decrease)/increase in accrued expenses                  |                              |             | (86,897             | )       |         |          | 373,853  |         
|                                                                        |                                                                                 | (Decrease) in settlement payable                         |                              |             |                    |         |         |          | (203,117 | )       
|                                                                        |                                                                                 | Increase in deferred revenues                            |                              |             | 100,000             |         |         |          |         |         
|                                                                        |                                                                                 | Increase in notes payable                                |                              |             | 576,053             |         |         |          |         |         
|                                                                        |                                                                                 | Increase in extension payments                           |                              |             |                    |         |         |          | 250,000  |         
|                                                                        |                                                                                 |                                                          |                              |             |                     |         |         |         
|                                                                        | NET CASH (USED IN)/PROVIDED BY
OPERATING ACTIVITIES                             |                                                          |                              | (2,487,638  | )                   |         |         | 87,762   |         
|                                                                        |                                                                                 |                                                          |                              |             |                     |         |         |         
|CASH FLOWS FROM INVESTING ACTIVITIES:                                   |                                                                                 |                                                          |                              |             |                     |         |         |         
|                                                                        | Acquisition of Burly Bear networks                                              |                                                          |                              | (200,000    | )                   |         |         |         |         
|                                                                        | Purchase of fixed assets                                                        |                                                          |                              | (56,455     | )                   |         |         |         |         
|                                                                        | Film Library                                                                    |                                                          |                              | (267,038    | )                   |         |         |         |         
|                                                                        |                                                                                 |                                                          |                              |             |                     |         |         |         
|                                                                        | NET CASH AND CASH EQUIVALENTS
USED IN INVESTING ACTIVITIES                      |                                                          |                              | (523,493    | )                   |         |         |         |         
|                                                                        |                                                                                 |                                                          |                              |             |                     |         |         |         
|CASH FLOWS FROM FINANCING ACTIVITIES:                                   |                                                                                 |                                                          |                              |             |                     |         |         |         
|                                                                        | Proceeds from Series B preferred stock issuance                                 |                                                          |                              | 2,115,000   |                     |         |         |          |         
|                                                                        | Exercise of stock options                                                       |                                                          |                              | 35,125      |                     |         |         | 70,726   |         
|                                                                        |                                                                                 |                                                          |                              |             |                     |         |         |         
|                                                                        | NET CASH AND CASH EQUIVALENTS (USED IN)/
PROVIDED BY FINANCING ACTIVITIES       |                                                          |                              | 2,150,125   |                     |         |         | 70,726   |         
|                                                                        |                                                                                 |                                                          |                              |             |                     |         |         |         
|NET INCREASE/(DECREASE) IN CASH AND
AND CASH EQUIVALENTS                |                                                                                 |                                                          | (861,006                     | )           |                     |         | 158,488 |         
|CASH AND CASH EQUIVALENTS
BEGINNING OF PERIOD                           |                                                                                 |                                                          | 1,024,207                    |             |                     |         | 324,472 |         
|                                                                        |                                                                                 |                                                          |                              |             |                     |         |         |         
|CASH AND CASH EQUIVALENTS
END OF PERIOD                                 |                                                                                 | $                                                        | 163,201                      |             |                     | $       | 482,960 |         
|                                                                        |                                                                                 |                                                          |                              |             |                     |         |         |         
|Supplemental disclosure of non-cash investing and financing activities: |                                                                                 |                                                          |                              |             |                     |         |         |         
|Stock, warrants, and options issued for services                        |                                                                                 | $                                                        | 819,366                      |             |                     | $       | 146,000 |         
|                                                                        |                                                                                 |                                                          |                              |             |                     |         |         |         
|Common stock issued in Burly Bear Acquisition                           |                                                                                 | $                                                        | 400,000                      |             |                     |         |        |         
|                                                                        |                                                                                 |                                                          |                              |             |                     |         |         |         
|Conversion of Stock Appreciation Rights                                 |                                                                                 |                                                          |                             |             |                     | $       | 140,894 |         
|                                                                        |                                                                                 |                                                          |                              |             |                     |         |         |         

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 April 30, 2003, and the results of operations and cash flows for
the three and nine month periods ended April 30, 2003 and 2002 have been
included.

The results of operations for the three and nine month periods ended April 30,
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
Transaction, and the subsequent investment by the NLAG Group, and Messrs.
Laikin, Skjodt and Durham, to fund operations. Since the consummation of the
Reorganization Transaction, in which we received $2,085,318, subsequent NLAG
investments have provided us with and additional $3,331,000, including $200,000
of this amount which 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 audited financial statements for the year ended July 31,
2002 include a going concern explanatory paragraph, which could make any
additional financing transaction more difficult to consummate.

NOTE B  INTANGIBLE ASSETS

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 costs at the lower of unamortized cost or net realizable value on an
individual title basis in accordance with generally accepted

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accounting
principles. Capitalized film costs represent those costs incurred in the
development,
production and distribution of television projects. 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 1,703,298 common shares are not included in the
calculation of diluted earnings per share for the nine month period ended April
30, 2003, because they are anti-dilutive. There are also 1,791,746 shares
convertible to common and 1,791,746 warrants exercisable to common stock that
are excluded from the calculation because they are antidilutive.

NOTE E  SEGMENT INFORMATION

The Company operates in three business segments: licensing and
exploitation of the National Lampoon trademark and related properties; sale
of consumer products from the nationallampoon.com website and other consumer
product sales; and television production and distribution from the National
Lampoon Network. Segment operating income/(loss) excludes the amortization of
intangible assets, stock appreciation rights costs, interest income, certain
corporate expenses related to prior year Recent Developments  which led to the
Reorganization Transaction 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 nine month periods ended April 30, 2003
and 2002 concerning the Companys segments is as follows:

|                                  |                                 |  |           |            |               |  |    |            |       |  |   |            |   |  |   |            |  
|--------------------------------- | ------------------------------- |  | --------- | ---------- | ------------- |  | -- | ---------- | ----- |  | - | ---------- | - |  | - | ---------- | -
|                                  |                                 |  | Trademark |            | Consumer Prod |  | TV |            | Total
|                                  |                                 |  |           |            |               |  |    |            |      
|Three Months Ended April 30, 2003 |                                 |  |           |            |               |  |    |            |       |  |   |            |   |  |   |           
|                                  | Segment revenue                 |  | $         | 268,000    |               |  | $  | 5,000      |       |  | $ | 72,000     |   |  | $ | 345,000    |  
|                                  | Segment operating (loss)/income |  |           | (130,000   | )             |  |    | (385,000   | )     |  |   | (517,000   | ) |  |   | (1,032,000 | )
|Three Months Ended April 30, 2002 |                                 |  |           |            |               |  |    |            |       |  |   |            |   |  |   |           
|                                  | Segment revenue                 |  | $         | 426,000    |               |  | $  | 17,000     |       |  | $ | 0          |   |  | $ | 443,000    |  
|                                  | Segment operating income/(loss) |  |           | 241,000    |               |  |    | (139,000   | )     |  |   | 0          |   |  |   | 102,000    |  
|Nine Months Ended April 30, 2003  |                                 |  |           |            |               |  |    |            |       |  |   |            |   |  |   |           
|                                  | Segment revenue                 |  | $         | 456.000    |               |  | $  | 9,000      |       |  | $ | 82,000     |   |  | $ | 547,000    |  
|                                  | Segment operating (loss)/income |  |           | (1,098,000 | )             |  |    | (1,596,000 | )     |  |   | (1,019,000 | ) |  |   | (3,713,000 | )
|Nine Months Ended April 30, 2002  |                                 |  |           |            |               |  |    |            |       |  |   |            |   |  |   |           
|                                  | Segment revenue                 |  | $         | 797.000    |               |  | $  | 22,000     |       |  | $ | 0          |   |  | $ | 819,000    |  
|                                  | Segment operating income/(loss) |  |           | 410,000    |               |  |    | (481,000   | )     |  |   | 0          |   |  |   | (71,000    | )

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A reconciliation of segment operating loss to net income before income taxes
for the three and nine month periods ended April 30, 2003 and 2002 is as
follows:

|                                                           |  |                            |             |               |  |   |          |  
|---------------------------------------------------------- |  | -------------------------- | ----------- | ------------- |  | - | -------- | -
|                                                           |  | FOR THE THREE MONTHS ENDED
|                                                           |  |                           
|                                                           |  | APR. 30, 2003              |             | APR. 30, 2002
|                                                           |  |                            |             |              
|Total segment operating (loss)/income                      |  |                            | ($1,032,000 | )             |  | $ | 102,000  |  
|Amortization of intangible assets                          |  |                            | 128,000     |               |  |   | 60,000   |  
|Stock appreciation rights expense/(benefit)                |  |                            |            |               |  |   |         |  
|Interest income                                            |  |                            | (1,000      | )             |  |   | (3,000   | )
|Corporate expenses incurred related to
Recent Developments |  |                            |            |               |  |   | 144,000  |  
|                                                           |  |                            |             |               |  |   |          |  
|Net (loss)/income before income taxes                      |  |                            | ($1,159,000 | )             |  |   | ($99,000 | )
|                                                           |  |                            |             |               |  |   |          |  

|                                                           |  |                           |             |               |  |  |             |  
|---------------------------------------------------------- |  | ------------------------- | ----------- | ------------- |  |  | ----------- | -
|                                                           |  | FOR THE NINE MONTHS ENDED
|                                                           |  |                          
|                                                           |  | APR. 30, 2003             |             | APR. 30, 2002
|                                                           |  |                           |             |              
|Total segment operating loss                               |  |                           | ($3,713,000 | )             |  |  | ($707,000   | )
|Amortization of intangible assets                          |  |                           | 338,000     |               |  |  | 180,000     |  
|Stock appreciation rights expense/(benefit)                |  |                           |            |               |  |  | 521,000     |  
|Interest income                                            |  |                           | (6,000      | )             |  |  | (50,000     | )
|Corporate expenses incurred related to
Recent Developments |  |                           |            |               |  |  | 1,183,000   |  
|                                                           |  |                           |             |               |  |  |             |  
|Net (loss)/income before income taxes                      |  |                           | ($4,045,000 | )             |  |  | ($2,541,000 | )
|                                                           |  |                           |             |               |  |  |             |  

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

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 Companys 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. In
establishing a final appraisal it appears that the value of the Burly Bear
trademark may be of limited value, and so there is the issue of impairment.
While the Company retains a large library of Burly Bear programs, the
distribution system, the contact, agreements, and new product development
utilize the National Lampoon trademark instead of Burly Bear. The impairment
issue will most likely effect the final appraisal of the intangible asset.

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 of Burly Bear 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.

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Note G  Stock Options

The Company has adopted SFAS No. 123, Accounting for Stock Based
Compensation, issued in October 1995. In accordance with SFAS No. 123, The
Company has elected to follow Accounting Principles Board (APB) Opinion No.
25, Accounting for Stock issued to Employees, and related interpretation in
accounting for its employee stock options. Under APB Opinion No. 25, because
the exercise price of the companys employee stock options equal the market
price of the underlying stock on the date of grant, no compensation expense is
recognized. If the Company elected to recognize compensation expense based on
the fair value of the options granted on their grant date as prescribed by SFAS
No. 123, the Companys net income/(loss) and earnings/(loss) per share would
have been reduced to the pro forma amounts as follows:

|                                                      |  |                |            |                |  |      |          |      |  |   |            |   |  |   |            |  
|----------------------------------------------------- |  | -------------- | ---------- | -------------- |  | ---- | -------- | ---- |  | - | ---------- | - |  | - | ---------- | -
|                                                      |  | 3 Months Ended |            | 9 Months Ended
|                                                      |  |                |            |               
|                                                      |  | 2003           |            | 2002           |  | 2003 |          | 2002
|                                                      |  |                |            |                |  |      |          |     
|Net income/(loss)  as reported                       |  | $              | (1,159,320 | )              |  | $    | (101,726 | )    |  | $ | (4,045,326 | ) |  | $ | (86,102    | )
|Stock option compensation under-fair value method     |  |                | 67,160     |                |  |      | 0        |      |  |   | 203,876    |   |  |   | 1,530,723  |  
|Net income/(loss)-pro forma                           |  | $              | (1,226,480 | )              |  | $    | (101,726 | )    |  |   | (4,276,202 | ) |  | $ | (1,616,825 | )
|Basic & diluted earnings/(loss) per share-as reported |  | $              | (0.77      | )              |  | $    | (0.07    | )    |  | $ | (2.76      | ) |  | $ | (0.06      | )
|Basic & diluted earnings/(loss) per share-pro forma   |  | $              | (0.82      | )              |  | $    | (0.07    | )    |  | $ | (2.92      | ) |  | $ | (1.17      | )

9



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

Results of Operations

The Three Months Ended April 30, 2003 vs. the Three Months Ended April 30, 2002

For the three months ended April 30, 2003 trademark revenues were $267,771
as compared to $426,068 for the quarter ended April 30, 2002. The decrease in
trademark revenues of 37% resulted primarily from decreased receipts from the
three National Lampoons Vacation films. Prior year revenues were increased
by the initial release of the Vacation series on DVD. Consumer product
revenues, which consists of merchandise sold via the National Lampoon web site
and video sales of $5,080 for the 3rd fiscal quarter of 2003 were 71% lower
than the $17,379 earned during the same period in the prior year. This
decrease was due primarily to an international sale of all four volumes of the
Mother Goose Video Treasury in the prior year. Advertising and promotional
revenues of $72,063 in the current fiscal quarter were generated by the wholly
owned subsidiary, National Lampoon Networks. National Lampoon Networks began
operations in August of the current fiscal year as a result of the asset
purchase of Burly Bear Networks, Inc. Therefore there was no corresponding
advertising and promotion income in the prior fiscal year.

Costs related to trademark revenue during the quarter ended April 30, 2003
increased to $68,032 from $53,703 for the quarter ended April 30, 2002,
representing a 27% increase. Costs associated with generating television
revenues account for this increase. Costs related to consumer product
revenues decreased to $3,152 during the quarter ended April 30, 2003 from
$6,697 for the same period in fiscal 2002. The decrease is due to lower
website maintenance and content costs. Television promotion and distribution
costs of $113,491 in the current fiscal year are costs associated with
promotional revenues and the cost of delivering and broadcasting the National
Lampoon Network programs. National Lampoon Network began operations in August
of this fiscal year and so there were no corresponding promotion and
distribution 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 April 30, 2003 and
2002. The Burly Bear intangible asset recognized at $541,000 is being
currently being amortized over a two year period. For the quarter ended April
30, 2003, $67,625 was amortized. Based upon a possible impairment, the
amortization of the Burly Bear intangible assets may be accelerated in the
following period.

Selling, general and administrative costs increased to $1,079,697 during
the quarter ended April 30, 2003 versus $426,583 during the same period last
year. This increase of approximately $653,000 or 153% resulted primarily from
increased personnel costs of $512,000, travel and entertainment of $41,000, and
National Lampoon Networks marketing and promotion costs of $100,000. These
increases were incurred since the Reorganization Transaction where the level of
operations were increased significantly and the start up of operations of
National Lampoon Networks, which includes opening offices in New York City.
During the current fiscal year stock, warrants, and options were issued for
services, resulting in the cost during the current quarter of $112,884. There
was no corresponding cost in the prior fiscal years

Interest income during the quarter ended April 30, 2003 decreased to
$1,446 versus approximately $2,610 during the quarter ended April 30, 2002.
This decrease resulted from a decrease in cash and cash equivalents held during
the quarter versus the same period last year.

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For the three months ended April 30, 2003, the Company had a net loss of
$1,159,329, or $0.77 per share, versus net loss of $101,726, or $0.07 per
share, for the three months ended April 30, 2002. This increase in net loss
resulted primarily from (i) the decrease in revenues of approximately $99,000,
(ii) the increase of SG& A costs of $653,000 due to increased personnel costs
and increased operation (iii) stock, warrants and options issued for services,
and (iv) amortization of intangible assets and promotion and distribution costs
associated with the operations on National Lampoon Networks. During the
quarter ended April 30, 2003 and 2002, the Company had no significant provision
for income taxes due to the losses incurred.

The Nine Months Ended April 30, 2003 vs. the Nine Months Ended April 30, 2002

For the nine months ended April 30, 2003 trademark revenues were $455,436
as compared to $796,516 for the nine months ended April 30, 2002. The decrease
in trademark revenues of approximately 43% resulted primarily from decreases in
revenues from the films National Lampoons Animal House of $67,000, the three
National Lampoons Vacation films of $143,000 due to the release of the
Vacation movies in DVD for the first time in the prior year, and the payment
received for the film Van Wilder of $135,000 in the prior fiscal year.
Consumer products revenues including sale of videos and website merchandise of
$9,932 in the nine months ended April 30, 2003 represents a 56% decrease from
consumer products revenues of $22,453 during the same period in the prior
fiscal year. The decrease was due primarily to a decrease in sales of the
Mother Goose Video Treasury video during the current fiscal year.
Advertising and promotion revenues of $82,063 were generated by the National
Lampoon Networks, which began operation in August of the current fiscal year.
Therefore there are no comparable revenues in the prior year.

Costs related to trademark revenue during the nine months ended April 30,
2003 increased to $75,743 from $64,593 for the same period ended April 30,
2002, representing an increase of 17%. This was primarily due to increased
costs associated with generating television revenues. Costs related to
consumer product revenues increased to $27,562 during fiscal 2003 from $21,233
for the same period in fiscal 2002. These costs include website development
and maintenance, content creation and cost of video duplication. Increased
costs of web site writing costs and merchandise accounted for the majority of
the increase. Costs associated with the production, distribution, and
broadcasting of National Lampoon Network programming was the main factor
accounting for the television promotion and distribution costs in the current
fiscal year of $469,731. National Lampoon Networks began operations in August
of the current fiscal year, therefore there were no corresponding costs in the
prior year. Amortization of intangible assets, the costs of the Companys
acquisition of the National Lampoon trademark, was $180,000 during each of
the nine months ended April 30, 2003 and 2002, and the amortization of the
Burly Bear trademark was $157,792 during the current fiscal year.

Selling, general and administrative costs increased to $2,996,950 during
the nine months ended April 30, 2003 versus $1,348,821 during the same period
in the prior year. This increase of approximately $1,648,000 or 122% resulted
primarily from increased personnel costs of approximately $1,263,000, increased
marketing and promotion costs of approximately
$142,000, rent and other costs associated with the significant increase of
operations following the Reorganization Transaction, and the start up of
National Lampoon Networks.

Stock, warrants, and options issued for services in the current fiscal
year totaled $819,366. No similar transaction occurred in the prior fiscal
year. During the nine months ended April 30, 2002, the Company recorded a net
benefit of $843,096 related to stock appreciation rights (SARs) granted to
the Companys chief executive officer. This benefit

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resulted from a decrease in the Companys stock price during the nine months
ended April 30, 2002 that decreased the amount payable by the Company to the
chief executive officer upon the exercise of any of the outstanding SARs.
During the prior fiscal year ended April 30 , 2002 the company recorded an
expense of $140,894 associated with the conversion of the stock appreciation
rights to stock options granted to the Companys chief executive officer.

Interest income during the nine months ended April 30, 2003 decreased to
$5,594 versus $8,974 during the nine months ended April 30, 2002. This
decrease resulted from a decrease in cash and cash equivalents held during the
nine months ended April 30, 2003 versus the same period in the prior 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 nine months ended April 30, 2003, the Company had a net loss of
$4,045,329, or $2.76 per share, versus a net loss of $86,102, or $.06 per
share, for the nine months ended April 30, 2002. This increase in net loss
resulted primarily from (i) an decrease in revenues of approximately $341,000
due to greater trademark revenues from the Companys films, (ii) the increase
in personnel and other SG&A costs associated with the increased operations
since the Reorganization Transaction, (iii) costs associated with the operating
of National Lampoon Networks in the current fiscal year, (iv) the issuing of
approximately $819,000 in stock, warrants, and options for services in the
current year, and (v) the net benefit in the prior year of $843,000 regarding
stock appreciation. During the nine months ended April 30, 2003 and 2002, the
Company had no significant provision for income taxes due to the losses
incurred.

Liquidity and Capital Resources

The Companys principal source of working capital during the year to date
ended April 30, 2003 was trademark income and proceeds from Series B preferred
stock issuance and notes payable to the NLAG.

For the nine months ended January 31, 2003, the Companys net cash flow
used in its operating activities was approximately $2,488,000 versus $88,000 of
net cash flow provided by operating activities during the nine months ended
April 30, 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 April 30, 2003, the Company had cash and cash equivalents of
$163,201 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, or 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 June 11, 2003 we had cash on hand of
approximately $296,000, and no significant receivables. This amount is not
sufficient to fund current operations, which we estimate to be approximately
$450,000 per month. Further, notes payable to certain law firms as part of the
Reorganization Transaction, totaling approximately $442,000 at April 30, 2002
were due to be paid in full at May 17, 2003. The Board has directed

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that discussions begin with the various parties in order to establish a
payment schedule with each note holder. There can be no assurance that any
such arrangement can be worked out. We anticipate that any shortfall in cash
needs 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

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.

ITEM 4 . CONTROLS AND PROCEDURES.

The Companys management, under the supervision and with the participation of
the Companys principal executive officer and principal financial officer, has
evaluated the Companys disclosure controls and procedures within 90 days prior
to the filing date of this Quarterly l Report on Form 10-Q . Based upon that
evaluation, the Companys principal executive officer and principal financial
officer have concluded that the Companys disclosure controls and procedures
are effective. There were no significant changes in the Companys internal
controls or in other factors that could significantly affect these controls
subsequent to the date of their evaluation, including any corrective actions
with regard to significant deficiencies and material weaknesses.




PART II  OTHER INFORMATION




Item 1  Legal Proceedings

A former employee has been terminated by the Company, and is pursuing a
severance in excess of $100,000. The Company believes it will prevail in this
matter.




Item 6  Exhibits and Reports on Form 10-K

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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)                                             
|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)                                             

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|      |  |                                                                                                                                                                                
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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]                                                                                                                      



---

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

(b) Forms 8-K

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: June 14, 2003 |  | J2 COMMUNICATIONS
|                    |  |                   |  |                                   
|                    |  | By:               |  | /s/James Toll                     
|                    |  |                   |  |                                   
|                    |  |                   |  | James Toll
Chief Financial Officer

16



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##### Table of Contents



CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of National Lampoon, Inc.. (the
Company) on Form 10Q for the period ending April 30, 2003 (the Report), as
filed with the Securities and Exchange Commission on the date hereof, I, James
Toll, Chief Financial Officer of the Company, certify pursuant to 18 U.S.C.
Sec. 1350, as adopted pursuant to Sec .906 of the Sarbanes-Oxley Act of 2002,
that:

1.     The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended; and

2.     The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of the
Company.

Dated: June 16, 2003

|    |  |                                    |  |  |  | 
|--- |  | ---------------------------------- |  |  |  | 
|By: |  | /s/ James Toll                     |  |  |  | 
|    |  |                                    |  |  |  | 
|    |  | James Toll
Chief Financial Officer |  |  |  | 





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##### Table of Contents



CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of National Lampoon, Inc. (the
Company) on Form 10Q for the period ending April 30, 2003 (the Report), as
filed with the Securities and Exchange Commission on the date hereof, I, James
P. Jimirro, Chief Executive Officer of the Company, certify pursuant to 18
U.S.C. Sec. 1350, as adopted pursuant to Sec .906 of the Sarbanes-Oxley Act of
2002, that:

1.     The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended; and

2.     The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of the
Company.

Dated: June 16, 2003

|    |  |                                                    |  |  |  | 
|--- |  | -------------------------------------------------- |  |  |  | 
|By: |  | /s/ James P. Jimirro                               |  |  |  | 
|    |  |                                                    |  |  |  | 
|    |  | James P. Jimirro
President
Chief Executive Officer |  |  |  |