<PAGE>   1


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



                                    FORM 10-Q
               Quarterly Report Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934



For the Quarterly Period Ended April 30, 2001       Commission File No. 0-15284



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


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


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



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


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.


                                YES [X]  NO [ ]


As of June 12, 2001 the registrant had 1,369,094 shares of its common stock
outstanding.




<PAGE>   2




PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

                       J2 COMMUNICATIONS AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>

                                                                   AS OF             AS OF
                                                               APR. 30, 2001      JUL. 31, 2000
                                                              --------------      -------------
                                                                 (UNAUDITED)
<S>                                                            <C>                 <C>
CURRENT ASSETS
     Cash and cash equivalents                                 $   456,231         $ 1,883,750
     Accounts receivable                                             8,125               6,580
     Prepaid expenses and other current assets                      24,499              22,214
                                                               -----------         -----------
         Total current assets                                      488,855           1,912,544

NON-CURRENT ASSETS
     Fixed assets, net of accumulated depreciation                  11,881              19,816
     Intangible assets, net of accumulated amortization          2,996,154           3,176,154
     Other assets                                                    8,574              10,758
                                                               -----------         -----------
         Total non-current assets                                3,016,609           3,206,728
                                                               -----------         -----------
TOTAL ASSETS                                                   $ 3,505,464         $ 5,119,272
                                                               ===========         ===========

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
     Accounts payable                                          $   516,125         $   291,567
     Accrued expenses                                              376,572             374,692
     Settlement payable                                            203,117             203,117
     Stock appreciation rights payable                             983,931             568,820
                                                               -----------         -----------
       TOTAL LIABILITIES                                         2,079,745           1,438,196
                                                               -----------         -----------

SHAREHOLDERS' EQUITY
     Preferred Stock, no par value, 2,000,000 shares
         authorized, no shares issued and outstanding                    0                   0
     Common Stock, no par value, 15,000,000 shares
         authorized, 1,369,260 and 1,337,046 shares
         issued, respectively                                    9,313,183           9,024,778
     Less: Note receivable on common stock                        (142,800)           (139,940)
     Less: Treasury stock, at cost, 1,166 shares                    (1,603)             (1,603)
     Deficit                                                    (7,743,061)         (5,202,159)
                                                               -----------         -----------
       TOTAL SHAREHOLDERS' EQUITY                                1,425,719           3,681,076
                                                               -----------         -----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                     $ 3,505,464         $ 5,119,272
                                                               ===========         ===========

</TABLE>

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



                                       2
<PAGE>   3


                       J2 COMMUNICATIONS AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                               THREE MONTHS                           NINE MONTHS
                                                               ENDED APR. 30,                         ENDED APR. 30,
                                                      -------------------------------         -------------------------------
                                                          2001                2000               2001                2000
                                                      -----------         -----------         -----------         -----------
<S>                                                   <C>                 <C>                 <C>                 <C>
REVENUE
   Trademark                                          $   122,381         $   405,332         $   270,310         $   944,639
   Video                                                    9,871               4,154              21,265              11,410
   Internet                                                 1,452               9,789               6,275               9,789
                                                      -----------         -----------         -----------         -----------
     Total revenue                                        133,704             419,275             297,850             965,838
                                                      -----------         -----------         -----------         -----------

COSTS AND EXPENSES
   Costs related to trademark revenue                      10,409              40,084              22,108              51,760
   Costs related to video revenue                           1,078               1,500               4,013               3,305
   Costs related to internet revenue                        9,166              92,547              28,539             285,239
   Amortization of intangible assets                       60,000              60,000             180,000             180,000
   Selling, general & administrative expenses             765,918             267,203           2,132,048             835,543
   Stock appreciation rights expense/(benefit)            260,108            (583,345)            520,530          (1,166,690)
                                                      -----------         -----------         -----------         -----------
     Total costs and expenses                           1,106,679            (122,011)          2,887,238             189,157
                                                      -----------         -----------         -----------         -----------
     OPERATING (LOSS)/INCOME                             (972,975)            541,286          (2,589,388)            776,681

OTHER INCOME/(EXPENSE)
   Interest income                                          8,191              23,233              50,086              61,041
   Minority interest in income of
      consolidated subsidiary                                   0              (3,230)                  0             (87,805)
                                                      -----------         -----------         -----------         -----------
     Total other income/(expense)                           8,191              20,003              50,086             (26,764)
                                                      -----------         -----------         -----------         -----------
     (LOSS)/INCOME BEFORE INCOME TAXES                   (964,784)            561,289          (2,539,302)            749,917

  Provision for state income taxes                              0                   0               1,600               1,500
                                                      -----------         -----------         -----------         -----------
     NET (LOSS)/INCOME                                $  (964,784)        $   561,289         $(2,540,902)        $   748,417
                                                      ===========         ===========         ===========         ===========

  Net (loss)/income per share - basic                 $     (0.71)        $      0.43         ($     1.88)        $      0.59
                                                      ===========         ===========         ===========         ===========
  Weighted average number of common
    shares - basic                                      1,360,798           1,310,759           1,354,496           1,275,374
                                                      ===========         ===========         ===========         ===========

  Net (loss)/income per share - diluted               $     (0.71)        $      0.41         $     (1.88)        $      0.54
                                                      ===========         ===========         ===========         ===========
  Weighted average number of common and
    common equivalent shares - diluted                  1,360,798           1,382,618           1,354,496           1,377,378
                                                      ===========         ===========         ===========         ===========

</TABLE>

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



                                       3
<PAGE>   4


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

<TABLE>
<CAPTION>

                                                                           FOR THE NINE MONTHS
                                                                               ENDED APR. 30,
                                                                      -------------------------------
                                                                          2001               2000
                                                                      -----------         -----------
<S>                                                                   <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net (loss)/income                                                  ($2,540,902)        $   748,417
   Adjustments to reconcile net (loss)/income
     to net cash used in operating activities:
        Depreciation and amortization                                     190,290             187,427
        Stock appreciation rights expense/(benefit)                       520,530          (1,166,690)
        Minority interest in income of consolidated subsidiary                  0              87,804
        Stock issued for services                                         271,263                   0
        Other                                                              (2,860)             (4,320)
   Changes in assets and liabilities:
        (Increase)/decrease in accounts receivable                         (1,545)              1,554
        Decrease in inventory                                                   0               9,642
        Increase in prepaid expenses and
            other current assets                                           (2,285)             (3,937)
        Decrease/(increase) in other assets                                 2,184             (33,095)
        Increase in accounts payable                                      224,558             119,279
        Increase/(decrease) in accrued expenses                             1,880             (88,283)
        Decrease in income taxes payable                                        0             (25,378)
                                                                      -----------         -----------
   NET CASH AND CASH EQUIVALENTS
     USED IN OPERATING ACTIVITIES                                      (1,336,887)           (167,580)
                                                                      -----------         -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of fixed assets                                                (2,355)            (10,982)
                                                                      -----------         -----------
   NET CASH AND CASH EQUIVALENTS
     USED IN INVESTING ACTIVITIES                                          (2,355)            (10,982)
                                                                      -----------         -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Exercise of stock options                                               17,142             182,911
   Cash paid on exercise of stock appreciation rights                    (105,419)                  0
                                                                      -----------         -----------
   NET CASH AND CASH EQUIVALENTS (USED IN)/
     PROVIDED BY FINANCING ACTIVITIES                                     (88,277)            182,911
                                                                      -----------         -----------
NET (DECREASE)/INCREASE IN CASH AND
  AND CASH EQUIVALENTS                                                 (1,427,519)              4,349

CASH AND CASH EQUIVALENTS
  AT BEGINNING OF PERIOD                                                1,883,750           1,857,941
                                                                      -----------         -----------
CASH AND CASH EQUIVALENTS
  AT END OF PERIOD                                                    $   456,231         $ 1,862,290
                                                                      ===========         ===========

</TABLE>

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



                                       4
<PAGE>   5

                       J2 COMMUNICATIONS AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE A - BASIS OF PRESENTATION AND GOING CONCERN

The accompanying unaudited consolidated financial statements have been prepared
in accordance with accounting principles generally accepted in the United States
for interim financial statements. Accordingly, they do not include all of the
information and disclosures required for annual financial statements. These
financial statements should be read in conjunction with the financial statements
and related footnotes for the year ended July 31, 2000 included in the J2
Communications ("Company" or "Registrant") annual report on Form 10-K for that
period.

In the opinion of the Company's management, all adjustments (consisting of
normal recurring accruals) necessary to present fairly the Company's financial
position as of April 30, 2001, and the results of operations and cash flows for
the three and nine month periods ended April 30, 2001 and 2000 have been
included.

The results of operations for the three and nine month periods ended April 30,
2001 are not necessarily indicative of the results to be expected for the full
fiscal year. For further information, refer to the financial statements and
related footnotes included in the Company's annual report on Form 10-K for the
year ended July 31, 2000.

Certain amounts for the three and nine month periods ended April 30, 2000 have
been reclassified to conform to the presentation of the April 30, 2001 amounts.

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

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




                                       5
<PAGE>   6


                       J2 COMMUNICATIONS AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE B - EARNINGS PER SHARE

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


<TABLE>
<CAPTION>

                                                             FOR THE THREE MONTHS ENDED
                                                           --------------------------------
                                                           APR. 30, 2001      APR. 30, 2000
                                                           -------------      -------------
<S>                                                        <C>                <C>
Weighted average number of common shares outstanding          1,360,798        1,310,759

Weighted average number of common shares assuming
   exercise of dilutive stock options                                 0           71,859
                                                              ---------        ---------
Fully diluted weighted average number of common shares        1,360,798        1,382,618
                                                              =========        =========

<CAPTION>

                                                              FOR THE NINE MONTHS ENDED
                                                           --------------------------------
                                                            APR. 30, 2001     APR. 30, 2000
                                                           --------------    --------------
<S>                                                        <C>               <C>
Weighted average number of common shares outstanding          1,354,496        1,275,374

Weighted average number of common shares assuming
   exercise of dilutive stock options                                 0          102,004
                                                              ---------        ---------
Fully diluted weighted average number of common shares        1,354,496        1,377,378
                                                              =========        =========

</TABLE>


Common equivalent shares of 75,575 and 64,327 common shares are not included in
the calculation of diluted earnings per share for the three and nine month
periods ended April 30, 2001, respectively, because they are anti-dilutive.

NOTE C - SEGMENT INFORMATION

The Company operates in three business segments: licensing and exploitation of
the "National Lampoon" trademark and related properties, operation of the
nationallampoon.com website and video distribution. Segment operating
(loss)/income excludes the amortization of intangible assets, stock appreciation
rights costs, interest income, certain corporate expenses related to Recent
Developments and income taxes. Selling, general and administrative expenses not
specifically attributable to any segment have been allocated equally between the
trademark and internet segments. Summarized financial information for the three
and nine month periods ended April 30, 2001 and 2000 concerning the Company's
segments is as follows:





                                       6
<PAGE>   7


                       J2 COMMUNICATIONS AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE C - SEGMENT INFORMATION (CONTINUED)

<TABLE>
<CAPTION>

                                              Trademark        Internet          Video            Total
                                              ---------        --------          -----            -----
<S>                                         <C>               <C>               <C>              <C>
Three Months Ended April 30, 2001
     Segment revenue                        $ 122,000         $   2,000         $  10,000        $ 134,000
     Segment operating (loss)/income           (4,000)         (183,000)            9,000         (178,000)

Three Months Ended April 30, 2000
     Segment revenue                        $ 406,000         $  10,000         $   4,000        $ 420,000
     Segment operating income/(loss)          271,000          (259,000)            3,000           15,000

Nine Months Ended April 30, 2001
     Segment revenue                        $ 270,000         $   7,000         $  21,000        $ 298,000
     Segment operating (loss)/income         (112,000)         (612,000)           17,000         (707,000)

Nine Months Ended April 30, 2000
     Segment revenue                        $ 945,000         $  10,000         $  11,000        $ 966,000
     Segment operating income/(loss)          476,000          (782,000)            8,000         (298,000)

</TABLE>

A reconciliation of segment operating loss to net income before income taxes for
the three and nine month periods ended April 30, 2001 and 2000 is as follows:

<TABLE>
<CAPTION>

                                                     FOR THE THREE MONTHS ENDED
                                                  ---------------------------------
                                                  APR. 30, 2001       APR. 30, 2000
                                                  -------------       -------------
<S>                                                <C>                 <C>
Total segment operating (loss)/income              ($  178,000)        $    15,000
Amortization of intangible assets                       60,000              60,000
Stock appreciation rights expense/(benefit)            260,000            (583,000)
Interest income                                         (8,000)            (23,000)
Corporate expenses incurred related to
    Recent Developments                                475,000                   0
                                                   -----------         -----------
Net (loss)/income before income taxes              ($  965,000)        $   561,000
                                                   ===========         ===========

<CAPTION>

                                                      FOR THE NINE MONTHS ENDED
                                                  ---------------------------------
                                                  APR. 30, 2001       APR. 30, 2000
                                                  -------------       -------------
<S>                                                <C>                 <C>
Total segment operating loss                       ($  707,000)        ($  298,000)
Amortization of intangible assets                      180,000             180,000
Stock appreciation rights expense/(benefit)            521,000          (1,167,000)
Interest income                                        (50,000)            (61,000)
Corporate expenses incurred related to
     Recent Developments                             1,183,000                   0
                                                   -----------         -----------
Net (loss)/income before income taxes              ($2,539,000)        $   750,000
                                                   ===========         ===========

</TABLE>


                                       7
<PAGE>   8


                       J2 COMMUNICATIONS AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE D - PENDING TRANSACTIONS

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

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

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

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




                                       8
<PAGE>   9


                       J2 COMMUNICATIONS AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE D - PENDING TRANSACTIONS

Completion of the transactions, which have been approved by the Company's board
of directors, are subject to due diligence and financing contingencies,
shareholder approval (if reasonably deemed necessary by the Company) and
customary closing conditions and regulatory approvals. Messrs. Jimirro, Laikin
and Skjodt, collectively holders of over 39% of the Company's outstanding common
stock, have agreed to vote in favor of the transactions if submitted to the
Company's shareholders.

The transactions are scheduled to close on or before June 30, 2001, however,
there can be no assurance that the transactions will, in fact, be consummated.




                                       9
<PAGE>   10


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

RECENT DEVELOPMENTS

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

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

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

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

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




                                       10
<PAGE>   11


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

     Completion of the transactions, which have been approved by the Company's
board of directors, are subject to due diligence and financing contingencies,
shareholder approval (if reasonably deemed necessary by the Company) and
customary closing conditions and regulatory approvals. Messrs. Jimirro, Laikin
and Skjodt, collectively holders of over 39% of the Company's outstanding common
stock, have agreed to vote in favor of the transactions if submitted to the
Company's shareholders.

     The transactions are scheduled to close on or before June 30, 2001,
however, there can be no assurance that the transactions will, in fact, be
consummated.

RESULTS OF OPERATIONS

THE THREE MONTHS ENDED APRIL 30, 2001 VS. THE THREE MONTHS ENDED APRIL 30, 2000

     For the three months ended April 30, 2001 trademark revenues were
approximately $122,000 as compared to approximately $405,000 for the quarter
ended April 30, 2000. The decrease in trademark revenues of approximately 70%
resulted primarily from decreased revenue from the film "National Lampoon's
Vacation."

     Costs related to trademark revenue during the quarter ended April 30, 2001
decreased by approximately $30,000 primarily due to the significant decrease in
revenues during the quarter ended April 30, 2001 versus the quarter ended April
30, 2000. Costs related to internet operations (excluding selling, general and
administrative expenses related to internet operations) decreased to
approximately $9,000 during the quarter ended April 30, 2001. These costs
include website development and maintenance, content creation and third party
hosting of the website. Costs related to internet operations during the same
period last year were approximately $93,000 reflecting various marketing and
public relations costs associated with the Company's website that were not
similarly incurred during the quarter ended April 30, 2001. 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, 2001
and 2000.

     Selling, general and administrative costs increased to approximately
$766,000 during the quarter ended April 30, 2001 versus approximately $267,000
during the same period last year. This increase of approximately $499,000
resulted primarily from expenses incurred by the Company relating to Mr.
Laikin's notice and subsequent discussions as discussed in "Recent
Developments."

     During the quarter ended April 30, 2001, the Company recorded an expense of
approximately $260,000 related to stock appreciation rights ("SARs") granted to
the Company's chief executive officer. This expense resulted from an increase in
the Company's stock price during the quarter that increased the amount payable
by the Company to the chief executive officer upon the exercise of any of the
outstanding SARs. During the quarter ended April 30, 2000, the Company recorded
a benefit of approximately $583,000 related to such SARs due to a decrease in
the Company's stock price during that period.

     Interest income during the quarter ended April 30, 2001 decreased to
approximately $8,000 versus approximately $23,000 during the quarter ended April
30, 2000. 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, 2001, the Company had a net loss of
approximately $965,000, or $0.71 per share, versus net income of approximately
$561,000, or $0.43 per share, for the three months ended April 30, 2000. This
decrease in net income resulted primarily from (i) the decrease in revenues of
approximately $283,000, (ii) the expense recorded by the Company relating to
outstanding SARs and (iii) the expenses incurred by the Company relating to Mr.
Laikin's notice and subsequent discussions as discussed in "Recent
Developments." During the quarter ended April 30, 2001, the Company had no
significant provision for income taxes due to the significant loss incurred.
During the quarter ended April 30, 2000, the Company had no significant
provision for income taxes due to the utilization of deferred tax valuation
allowances.

THE NINE MONTHS ENDED APRIL 30, 2001 VS. THE NINE MONTHS ENDED APRIL 30, 2000

     For the nine months ended April 30, 2001 trademark revenues were
approximately $270,000 as compared to approximately $945,000 for the nine months
ended April 30, 2001. The decrease in trademark revenues of approximately 71%
resulted primarily from decreased revenue from the films "National Lampoon's
Animal House," "National Lampoon's Loaded Weapon" and "National Lampoon's
Vacation."

     Costs related to internet operations (excluding selling, general and
administrative expenses related to internet operations) decreased to
approximately $28,000 during the nine months ended April 30, 2001. These costs
include website development and maintenance, content creation and third party
hosting of the website. Costs related to internet operations during the same
period last year were approximately $285,000 reflecting various start-up costs
associated with the launch of the Company's website in October 1999.
Amortization of intangible assets, the costs of the Company's acquisition of the
"National Lampoon" trademark, was $180,000 during each of the nine months
periods ended April 30, 2001 and 2000.

     Selling, general and administrative costs increased to approximately
$2,132,000 during the nine months ended April 30, 2001 versus approximately
$836,000 during the same period last year. This increase resulted primarily from
expenses incurred by the Company of approximately $1,183,000 to retain various
legal and financial advisers in connection with Mr. Laikin's notice and
subsequent discussions as discussed in "Recent Developments."

     During the nine months ended April 30, 2001, the Company recorded an
expense of approximately $521,000 related to stock appreciation rights ("SARs")
granted to the Company's chief executive officer. This expense resulted from an
increase in the Company's stock price during the nine months ended April 30,
2001 that increased the amount payable by the Company to the chief executive
officer upon the exercise of any of the outstanding SARs. During the nine months
ended April 30, 2000, the Company recorded a benefit of approximately $1,167,000
related to such SARs due to a decrease in the Company's stock price during that
period.

     Interest income during the nine months ended April 30, 2001 decreased to
approximately $50,000 versus approximately $61,000 during the nine months ended
April 30, 2000. This decrease resulted from a decrease in cash and cash
equivalents held during the nine months ended April 30, 2001 versus the same
period last year.

     For the nine months ended April 30, 2001, the Company had a net loss of
approximately $2,541,000, or $1.88 per share, versus net income of approximately
$748,000, or $0.59 per share, for the nine months ended April 30, 2000. This
decrease in net income resulted primarily from (i) a decrease in revenues of
approximately $675,000, (ii) the expense recorded by the Company during the nine
months ended April 30, 2001 relating to outstanding SARs versus a benefit
recorded during the same period last year and (iii) the expenses incurred by the


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Company in response to Mr. Laikin's notice and subsequent negotiations as
discussed in RECENT DEVELOPMENTS. During the nine months ended April 30, 2001,
the Company had no significant provision for income taxes due to the significant
loss incurred. During the nine months ended April 30, 2000, the Company had no
significant provision for income taxes due to the utilization of deferred tax
valuation allowances.

LIQUIDITY AND CAPITAL RESOURCES

     The Company's principal sources of working capital during the nine months
ended April 30, 2001 were trademark and related income and cash reserves. The
Company's management believes that its existing cash resources will be
sufficient to fund its current operations through July 31, 2001. If the
transactions discussed in Recent Developments are not consummated the Company
will need to immediately obtain third-party financing to continue its
operations. There can be no assurance that the Company will be able to obtain
such financing on reasonable terms or at all.

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

     For the nine months ended April 30, 2001, the Company's net cash flow used
in its operating activities was approximately $1,337,000, a decrease of
approximately $1,169,000 versus approximately $168,000 of net cash flow used in
operating activities during the nine months ended April 30, 2000. This decrease
results primarily from decreased trademark licensing income and increased
general and administrative expenses incurred during the nine months ended April
30, 2001 including approximately $1,213,000 of expenses to retain various legal
and financial advisers in response to Mr. Laikin's notice and subsequent
negotiations as discussed in "Recent Developments." At April 30, 2001, the
Company had cash and cash equivalents of approximately $456,000 as compared to
approximately $1,884,000 at July 31, 2000.

FUTURE COMMITMENTS

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

FORWARD-LOOKING STATEMENTS

     The foregoing discussion, as well as the other sections of this Quarterly
Report on Form 10-Q, contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995 that reflect the Company's
current views with respect to future events and financial results.
Forward-looking statements usually include the verbs "anticipates," "believes,"
"estimates," "expects," "intends," "plans," "projects," "understands" and other
verbs suggesting


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uncertainty. The Company reminds shareholders that forward-looking statements
are merely predictions and therefore inherently subject to uncertainties and
other factors which could cause the actual results to differ materially from the
forward-looking statements. Potential factors that could affect forward-looking
statements include, among other things, the Company's ability to identify,
produce and complete projects that are successful in the marketplace, to arrange
financing, distribution and promotion for these projects on favorable terms in
various markets and to attract and retain qualified personnel.

PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

         None.

ITEM 5 - OTHER INFORMATION

     The Company may not meet certain minimum NASDAQ continued listing
requirements. As a result, Nasdaq may seek to delist the Company's common stock
from The Nasdaq Small Cap Market. If the Company's common stock were to be
delisted it may trade only on the OTC Bulletin Board (or through other vehicles
offering limited trading options), and the liquidity of the Company's common
stock may, accordingly, be materially diminished. In addition, the ability of
the Company to take action with respect to any deficiencies may be impacted by
the Letter Agreement described in ITEM 2 - RECENT DEVELOPMENTS which, among
other things, restricts the ability of the Company to undertake transactions
that would materially change its current capital structure.

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

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

        3.1     Restated Articles of Incorporation of Registrant. (1)

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

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

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

        3.5     Bylaws of Registrant. (1)

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

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

        ---------------
        (1)     Incorporated by reference to Form S-1 filed on July 28, 1986 as
                amended September 22, 1986 and October 2, 1986.
        (2)     Incorporated by reference to Form 10-K filed for the fiscal year
                ended July 31, 2000.
        (3)     Incorporated by reference to Form 10-K filed for the fiscal year
                ended July 31, 1998.
        (4)     Incorporated by reference to Form 8-K filed July 16, 1999.
        (5)     Incorporated by reference to Form 8-K filed August 22, 2000.

(b)  FORMS 8-K

     None.



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<PAGE>   15

                                   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, 2001                        J2 COMMUNICATIONS


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




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